TUSK 10-K & 10-Q changes, risk factors and insider trading
Mammoth Energy Services, Inc. · Nasdaq · Oil & Gas Field Services, Nec · CIK 1679268 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “If our portfolio of aircraft assets becomes obsolete or experiences a decline in customer demand, our ability to lease or sell our portfolio of aircraft assets and our results of operations may be negatively impacted and may result in impairment charges.”
Removed heading “Opportunities associated with government contracts could lead to increased governmental regulation applicable to us.”
Removed heading “The Inflation Reduction Act of 2022 could accelerate the transition to a low carbon economy and could impose new costs on our operations.”
Removed heading “Outcomes of rate cases may impact the capital expenditure budgets of our infrastructure customers and may result in lower demand for our services.”
Removed heading “An increase in the prices of certain materials used in our businesses could adversely affect our business, financial condition, results of operation and cash flows.”
Removed heading “Similar to our natural sand proppant services, certain of our completion and production services, particularly our hydraulic fracturing services, are substantially dependent on the availability of water. Restrictions on our ability, or our customers’ ability, to obtain water may have an adverse effect on our business, financial condition, results of operations and cash flows.”
Largest changes
“If our portfolio of aircraft assets becomes obsolete or experiences a decline in customer demand, our ability to lease or sell our portfolio of aircraft assets and our results of operations may be negatively impacted and may result in impairment charges.”see in full comparison
Our long-term success depends on our ability to effectively address the energy transition to a lower carbon footprint, which will require adapting our portfolio of oilfield services to potentially changing or more burdensome government requirements and customer preferences. If the energy industry transition changes faster than anticipated or in a manner that we do not anticipate, demand for oilfield services could be adversely affected. Furthermore, if we fail or are perceived to not effectively implement an energy transition strategy, comply with new and evolving regulatory requirements on climate change, or if investors or financial institutions shift funding away from companies in fossil fuel related industries, our business, access to capital and the market for our securities could be negatively impacted.see in full comparisonInvestor and regulatory focus on environmental, social and governance (“ESG”) matters continues to increase. In addition to climate change, there remains attention on topics such as diversity and inclusion, human rights, and human and natural capital, in companies’ own operations as well as their supply chains. In addition, perspectives on the efficacy of ESG considerations continue to evolve, and we cannot currently predict how regulators’, investors’ and other stakeholders’ views on ESG matters may affect the regulatory and investment landscape and affect our business, financial condition, and results of operations. In addition, our inability to timely address these new and evolving regulatory requirements or pressures may result in regulatory enforcement actions or shareholder litigation and otherwise damage our reputation.
“The Inflation Reduction Act of 2022 could accelerate the transition to a low carbon economy and could impose new costs on our operations.”see in full comparison
“Opportunities associated with government contracts could lead to increased governmental regulation applicable to us.”see in full comparison
“Our portfolio of aircraft assets, as well as aircraft assets we might acquire, have exposure to a decline in customer demand or obsolescence, particularly if unanticipated events occur which shorten the life cycle of aircraft types, including: the introduction of superior aircraft or technology, such as new airframes or engines with higher fuel efficiency; the entrance of new manufacturers which could offer aircraft and/or components that are more attractive to our target lessees, including manufacturers of alternative technology aircraft and/or components; …”see in full comparison
“Similar to our natural sand proppant services, certain of our completion and production services, particularly our hydraulic fracturing services, are substantially dependent on the availability of water. Restrictions on our ability, or our customers’ ability, to obtain water may have an adverse effect on our business, financial condition, results of operations and cash flows.”see in full comparison
Full comparison: every changed paragraph (44)
When a major customer discontinues the use our services, our revenue will decline and our operating results and financial condition will be harmed unless such loss is offset by new business. Our top five customers accounted for approximately 34%, 35%55% and 36%,58%, respectively, of our revenue for the years ended December 31, 2024, 20232025 and 2022.2024. It is likely that we will continue to derive a significant portion of our revenue from a relatively small number of customers in the future. In addition, we are subject to credit risk due to the concentration of our customer base. Any nonperformance by our counterparties, including their failure to pay the amounts they owe us on a timely basis or at all, either as a result of changes in financial and economic conditions or otherwise, could have a material adverse impact on our operating results and could adversely affect our liquidity.
We cannot predict the impact of the ongoing war in Ukraine andUkraine, the instability in the Middle East and actions by the United States in Venezuela on the global economy, energy markets, geopolitical stability, industries in which we operate and our business.
All of our infrastructure, well completion, natural sand proppant, and other services are concentrated in North America. However, the broaderBroader consequences of the Russian-Ukrainian conflict, and the instability in the Middle East and actions by the United States in Venezuela may increase volatility in the price and demand for oil and natural gas, which would adversely impact the oilfield services industry, increase exposure to cyberattacks, cause disruptions in global supply chains, increase foreign currency fluctuations, cause constraints or disruption in the capital markets and limit sources of liquidity. We cannot predict the extent of these wars’ effect on our business and results of operations as well as on the global economy, energy markets and industries in which we operate.
Cobra, one of our infrastructure services subsidiaries,Cobra was party to service contracts with PREPA. Due to PREPA’s bankruptcy proceedings, PREPA’s ability to meet its payment obligations under the contracts is largely dependent upon funding from the FEMA or other sources. In the event that PREPA does not pay the remaining amount owed to us under the Settlement Agreement, our financial condition, results of operations and cash flows may be materially and adversely affected.
If our portfolio of aircraft assets becomes obsolete or experiences a decline in customer demand, our ability to lease or sell our portfolio of aircraft assets and our results of operations may be negatively impacted and may result in impairment charges.
Aircraft assets are long-lived assets, requiring long lead times to develop and manufacture, with some components and models becoming obsolete or less in demand over time, in particular when newer, more advanced aircraft are manufactured.
Our portfolio of aircraft assets, as well as aircraft assets we might acquire, have exposure to a decline in customer demand or obsolescence, particularly if unanticipated events occur which shorten the life cycle of aircraft types, including: the introduction of superior aircraft or technology, such as new airframes or engines with higher fuel efficiency; the entrance of new manufacturers which could offer aircraft and/or components that are more attractive to our target lessees, including manufacturers of alternative technology aircraft and/or components; the advent of alternative transportation technologies which could make travel by air less desirable; government regulations, including those limiting noise and emissions and the age of aircraft operating in a jurisdiction; the costs of operating an aircraft, including maintenance which increases with aircraft age; and compliance with airworthiness directives. Obsolescence of certain aircraft assets may also trigger impairment charges, increase depreciation expense or result in losses related to aircraft asset value.
The demand for our portfolio of aircraft assets is also affected by other factors outside of our control, including: air passenger demand; air cargo demand; air travel restrictions; airline financial health; changes in fuel costs, interest rates, foreign currency, inflation and general economic conditions; technical problems associated with a particular aircraft or engine model; airport and air traffic control infrastructure constraints; and the availability and cost of financing.
As demand for particular aircraft declines, lease rates for both the aircraft and components of that type of aircraft are likely to correspondingly decline, the residual values of that type of aircraft and/or aircraft components could be negatively impacted, and we may be unable to lease or sell such aircraft assets on favorable terms, if at all. In addition, the risks associated with a decline in demand for a particular aircraft model or type increase if we acquire a high concentration of such aircraft and/or aircraft components.
If demand declines for a model or type of aircraft and/or components of which we own or of which we have a relatively high concentration, or should the aircraft model or type become obsolete, our ability to lease or sell those aircraft and/or aircraft components and our results of operations may be negatively impacted and may result in impairment charges.
Opportunities associated with government contracts could lead to increased governmental regulation applicable to us.
Most government contracts are awarded through a regulated competitive bidding process. If we are successful in being awarded government contracts, significant costs could be incurred by us before any revenues were realized from these contracts. Government agencies may review a contractor’s performance, cost structure and compliance with applicable laws, regulations and standards. If government agencies determine through these reviews that costs were improperly allocated to specific contracts, they will not reimburse the contractor for those costs or may require the contractor to refund previously reimbursed costs. If government agencies determine that we engaged in improper activity, we may be subject to civil and criminal penalties. Government contracts are also subject to renegotiation of profit and termination by the government prior to the expiration of the term.
Demand for our oil and natural gas products and services depends substantially on the level of capital expenditures by companies in the oil and natural gas industry. The levels of capital expenditures of our customers are driven by many factors, including the prices of oil and natural gas. InThroughout March2024 and April 2020, concurrent with the COVID-19 pandemic and quarantine orders in the U.S. and worldwide, oil prices dropped sharply to below zero dollars per barrel for the first time in history due to factors including significantly reduced demand and a shortage of storage facilities. In 2021, U.S. oil production stabilized as commodity prices increased and demand for crude oil rebounded throughout 2022. Throughout 2023, pricing for crude oil and natural gas declined from levels seen in 2022, which slowed down completion activities for our customers, in particular, in the Utica and Marcellus Shale natural gas plays, and, as a result, reduced demand for our well completion services. Throughout 2024,2025, we continued to experienceexperienced persistent challenges in our well completion business and other oilfield services associated with lower U.S. onshore activity and sustained weakness in the natural gas basins in which we operate. Other significant factors that are likely to continue to affect commodity prices in current and future periods include, but are not limited to, the effect of U.S. energy, monetary and trade policies, U.S. and global political developments, conditions in the U.S. oil and gas industry, actions of OPEC+ members, the impact of the ongoing war in Ukraine and the instability in the Middle East on the global energy and capital markets and global stability and other factors. We anticipate demand for our oil and natural gas services and products will continue to be dependent on the level of capital expenditures by companies in the oil and natural gas industry and, ultimately, commodity prices. While we still expect commodity prices to be the primary driver of capital spending and industry activity levels in the future, other factors, such as debt repayment obligations and access to the capital markets, may play a significant role in the ultimate level of capital expenditures by the companies that use our completion and production, natural sand proppant and contract land and directional drilling service lines. Industry conditions are dynamic and the weakening of commodity prices may result in a material adverse impact on certain of our customers’ liquidity and financial position resulting in spending reductions, delays in the collection of amounts owing to us and similar impacts. These conditions, and others, have had and may continue to have an adverse impact on our financial condition, results of operations and cash flows, and it is difficult to predict how long the current commodity price environment will continue.
•political and economic conditions in oil producing countries, including the Middle East, Africa, South America and Russia, including the impact of the war in Ukraine and theUkraine, instability in the Middle East and actions by the United States in Venezuela on the global energy and capital markets and global stability;
Our long-term success depends on our ability to effectively address the energy transition to a lower carbon footprint, which will require adapting our portfolio of oilfield services to potentially changing or more burdensome government requirements and customer preferences. If the energy industry transition changes faster than anticipated or in a manner that we do not anticipate, demand for oilfield services could be adversely affected. Furthermore, if we fail or are perceived to not effectively implement an energy transition strategy, comply with new and evolving regulatory requirements on climate change, or if investors or financial institutions shift funding away from companies in fossil fuel related industries, our business, access to capital and the market for our securities could be negatively impacted. Investor and regulatory focus on environmental, social and governance (“ESG”) matters continues to increase. In addition to climate change, there remains attention on topics such as diversity and inclusion, human rights, and human and natural capital, in companies’ own operations as well as their supply chains. In addition, perspectives on the efficacy of ESG considerations continue to evolve, and we cannot currently predict how regulators’, investors’ and other stakeholders’ views on ESG matters may affect the regulatory and investment landscape and affect our business, financial condition, and results of operations. In addition, our inability to timely address these new and evolving regulatory requirements or pressures may result in regulatory enforcement actions or shareholder litigation and otherwise damage our reputation.
In March 2022, the SEC proposed new rules relating to the disclosure of a range of climate-related risks and other information. To the extent this rule is finalized as proposed, we and/or our customers could incur increased costs related to the assessment and disclosure of climate-related information. Enhanced climate disclosure requirements could also accelerate any trend by certain stakeholders and capital providers to restrict or seek more stringent conditions with respect to their financing of certain carbon intensive sectors. However, President Trump has indicated his support for rescission of these climate-related disclosure rules.
The Inflation Reduction Act of 2022 could accelerate the transition to a low carbon economy and could impose new costs on our operations.
In recent years, federal, state and local governments have taken steps to reduce emissions of greenhouse gases. For example, the Infrastructure Investment and Jobs Act and the IRA contain billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles, investments in advanced biofuels and supporting infrastructure and carbon capture and sequestration, amongst other provisions. Also, the EPA has proposed ambitious rules to reduce harmful air pollutant emissions, including greenhouse gases, from light-, medium-, and heavy-duty vehicles beginning in model year 2027. In addition, the IRA imposes the first ever federal fee on the emission of GHGs through a methane emissions charge, which will be phased-in starting in 2024. The IRA could accelerate the transition of the economy away from the use of fossil fuels towards lower- or zero-carbon emissions alternatives, which could decrease demand for our services related to the oil and natural gas industry.
Shortages, delays in delivery and interruptions in supply of major components, replacement parts or, other equipment, supplies or materials may adversely affect our pressure pumpingrental business.
During periods of increased demand for drilling and completion services, such as those in the second half of 2022 and early 2023, the industry has experienced shortages of major components, replacement parts, other equipment, supplies and materials, including, in the case of our pressure pumping operations, replacement parts, engines and other equipment, proppants, acid, gel and water. These shortages can cause the price of these items to increase significantly and require that orders for the items be placed well in advance of expected use. In addition, any interruption in supply could result in significant delays in delivery of equipment and materials and delay or prevent operations. Interruptions may be caused by, among other reasons:
•weather issues, whether short-term such as a hurricane or winter storm, or long-term such as a drought; and
•shortage in the number of vendors able or willing to provide the necessary equipment, supplies and materials, including as a result of commitments of vendors to other customers or third parties.
Additionally, changesChanges in U.S. and foreign trade regulations and tariffs, including potential increases of tariffs on goods imported into the U.S. may cause a rise in the cost of replacement parts for our pressurerental pumpingservice operations. These price increases, delays in delivery and interruptions in supply may require us to increase capital and repair expenditures and incur higher operating costs. Severe shortages, delays in delivery and interruptions in supply could limit our ability to construct and operate our pressurerental pumping fleetsequipment and hinder our ability to execute on our business plan, any of which could have a material adverse effect on our business, results of operations, cash flows and financial condition.
Our infrastructure services business involves professional judgments regarding the planning, design, development, construction, operations and management of electricfiber-optic power transmission and commercial construction.networks. Because our projects are often technically complex, our failure to make judgments and recommendations in accordance with applicable professional standards, including engineering standards, could result in damages. While we do not generally accept liability for consequential damages, and although we have adopted a range of insurance, risk management and risk avoidance programs designed to reduce potential liabilities, a significantly adverse or catastrophic event at one of our project sites or completed projects resulting from the services we have performed could result in significant warranty, professional liability, or other claims against us as well as reputational harm, especially if public safety is impacted. These liabilities could exceed our insurance limits or could impact our ability to obtain insurance in the future. In addition, customers, subcontractors or suppliers who have agreed to indemnify us against any such liabilities or losses might refuse or be unable to pay us. An uninsured claim, either in part or in whole, if successful and of a material magnitude, could have a substantial impact on our business, financial condition, results of operations and cash flows.
A portion of our infrastructure services revenue is derived from project-based work that is awarded through a competitive bid process. It is generally very difficult to predict the timing and geographic distribution of the projects that we will be awarded. The selection of, timing of, or failure to obtain projects, delays in awards of projects, the re-bidding or termination of projects due to budget overruns, cancellations of projects or delays in completion of contracts could result in the under-utilization of our assets, which could lower our overall profitability and reduce our cash flows. Even if we are awarded contracts, we face additional risks that could affect whether, or when, work will begin. This can present difficulty in matching workforce size and equipment location with contract needs. In some cases, we may be required to bear the cost of a ready workforce and equipment that is larger than necessary, which could impact our cash flow, expenses and profitability. If an expected contract award or the related work release is delayed or not received, we could incur substantial costs without receipt of any corresponding revenues. Moreover, construction projects for which our services are contracted may require significant expenditures by us prior to receipt of relevant payments from the customer. Finally, the winding down or completion of work on significant projects that were active in previous periods will reduce our revenue and earnings if such significant projects have not been replaced in the current period.
Delays and reductions in government appropriations can negatively impact energy infrastructure engineering, design, construction, maintenance and repair projects and may impair the ability of our energy infrastructure customers to timely pay for products or services provided or result in their insolvency or bankruptcy, any of which exposes us to credit risk of our infrastructure customers.
Outcomes of rate cases may impact the capital expenditure budgets of our infrastructure customers and may result in lower demand for our services.
Many of our infrastructure customers are regulated by governing bodies and the prices they charge their customers are decided through a process called a rate case. A rate case is a formal process, conducted by utility regulators, to determine if the utility’s proposed base rates are just and reasonable. The outcome of rate cases may impact the capital expenditure budgets of our infrastructure customers and, in turn, could result in lower demand for our services and may have an adverse effect on our business, results of operations, cash flows and financial condition.
An increase in the prices of certain materials used in our businesses could adversely affect our business, financial condition, results of operation and cash flows.
We are exposed to market risk of increases in certain commodity prices of materials, such as copper and steel, which are used as components of supplies or materials utilized in some of our infrastructure and pressure pumping businesses. An increase in these materials could increase our operating costs, limit our ability to service our customers’ needs or otherwise materially and adversely affect our business, financial condition, results of operation and cash flows.
As part of our natural sand proppant services business, we mine and process sand into premium monocrystalline sand, a specialized mineral that is used as a proppant (also known as frac sand) at our Barron County and Jackson County, Wisconsin plants.plant. Until September 2025, we also mined and processed sand at a Barron County, Wisconsin plant. We sell natural sand proppant to our customers for use in their hydraulic fracturing operations to enhance the recovery rates of hydrocarbons from oil and natural gas wells. We also provide logistics solutions to deliver our frac sand products to our customers. Because our customers generally find it impractical to store frac sand in large quantities near their job sites, they seek to arrange for product to be delivered where and as needed, which requires predictable and efficient loading and shipping of product. To facilitate our logistics and transload facility capabilities, we contract with third party providers to transport our frac sand products to railroad facilities for delivery to our customers. We also lease a railcar fleet from various third parties to deliver our frac sand products to our customers and lease or otherwise utilize origin and destination transloading facilities. The suspension, termination or nonrenewal of our relationship with any one or more of these third parties involved in the sourcing, transportation and delivery of our frac sand products could result in material operational delays, increase our operating costs, limit our ability to service our customers’ wells or otherwise materially and adversely affect our business, financial condition, results of operations and cash flows.
As part of our natural sand proppant services business, we mine, process and sell frac sand products to our customers for use in their hydraulic fracturing operations to enhance the recovery rates of hydrocarbons from oil and natural gas wells. A significant shift in demand from frac sand to other proppants, or the development of new processes to replace hydraulic fracturing altogether, could cause a decline in the demand for the frac sand we produce and result in a material adverse effect on our business, financial condition, results of operations and cash flows. Further, federal and state governments and agencies have adopted various laws and regulations or are evaluating proposed legislation and regulations that are focused on the extraction of shale gas or oil using hydraulic fracturing, a process which utilizes proppants such as those that we produce. Future hydraulic fracturing-related legislation or regulations could restrict the ability of our customers to utilize, or increase the cost associated with, hydraulic fracturing, which could reduce demand for our proppants and adversely affect our business, financial condition, results of operations and cash flows. For additional information regarding the regulation of hydraulic fracturing, see Item 1. “Business—Regulation of Hydraulic Fracturing” included elsewhere in this annual report.
Similar to our natural sand proppant services, certain of our completion and production services, particularly our hydraulic fracturing services, are substantially dependent on the availability of water. Restrictions on our ability, or our customers’ ability, to obtain water may have an adverse effect on our business, financial condition, results of operations and cash flows.
Water is an essential component of deep shale oil and natural gas production during both the drilling and hydraulic fracturing processes. In recent years, certain areas in which we operate have experienced drought conditions and competition for water in such areas is growing. As a result, some local water districts have begun restricting the use of water subject to their jurisdiction for hydraulic fracturing to protect local water supply. For example, in 2021, the Texas Legislature directed the Texas Railroad Commission to adopt rules encouraging fluid oil and gas waste recycling. In January 2025, the Commission adopted the first overhaul of oilfield waste rules in over 40 years, to, among other things, encourage waste recycling. Our inability, or customers’ inability, to obtain water to use in our operations from local sources or to effectively utilize flowback water could have an adverse effect on our business, financial condition, results of operations and cash flows.
Many key responsibilities within our business have been assigned to a small number of employees. The loss of their services could adversely affect our business. In particular, the loss of the services of our Chief ExecutiveFinancial Officer or Chief FinancialOperating Officer could disrupt our operations. We do not have any written employment agreement with either our Chief ExecutiveFinancial Officer or our Chief FinancialOperating Officer at this time. Further, we do not maintain “key person” life insurance policies on any of our employees. As a result, we are not insured against any losses resulting from the death of our key employees.
We provide well completionrental services and drilling services in the Utica, SCOOP, STACK, Permian Basin, Marcellus, Granite Wash, and Cana Woodford resource plays located in the continental U.S. We provide infrastructure services in the northeastern, southwestern, midwesternsouthwestern and westernmidwestern portions of the United States. We provide remote accommodation services in the oil sands in Alberta, Canada. We serve these markets through our facilities and service centers located in Ohio, Oklahoma, Texas, Wisconsin, Kentucky, California, Colorado, Oregon, IndianaWisconsin and Alberta, Canada. For the years ended December 31, 20242025 and 2023,2024, we generated approximately 35%38% and 48%,77%, respectively, of our revenue from our operations in Ohio, Wisconsin, Minnesota, North Dakota, Pennsylvania, West Virginia and Canada where weather conditions may be severe, particularly during winter and spring months. Repercussions of severe weather conditions may include:
Our capital budget for 20252026, excluding aviation equipment, is estimated to be $12$11 million, depending upon industry conditions and our financial results. We fund our capital expenditures primarily with cash generated by operations and borrowings under our revolving credit facility. We may be unable to generate sufficient cash from operations and other capital resources to meet our operating needs and/or maintain planned or future levels of capital expenditures which, among other things, may prevent us from acquiring new equipment, properly maintaining our existing equipment or restarting idled businesses or expanding existing operations as demand may warrant. Further, any disruptions or continuing volatility in the global financial markets and rising interest rates due to efforts to curb persistent inflation may lead to a contraction in credit availability and an increase in our cost of capital, which will adversely impact our ability to finance our operations. This could put us at a competitive disadvantage, impair our ability to meet our operating needs or interfere with our growth plans. Further, our actual capital expenditures for 20242026 or future years could exceed our capital expenditure budget. In the event our operating or capital expenditure requirements at any time are greater than the amount we have available, we could be required to seek additional sources of capital, which may include debt financing, joint venture partnerships, sales of assets, sale-leaseback transactions, offerings of debt or equity securities or other means. We may not be able to obtain any such alternative source of capital. We may be required to curtail or eliminate contemplated activities. If we can obtain alternative sources of capital, the terms of such alternative may not be favorable to us. In particular, the terms of any debt financing may include covenants that significantly restrict our operations. Our inability to grow as planned may reduce our chances of achieving, maintaining and improving profitability.
Our revolving credit facility provides for fluctuating interest rates, primarily based on rates set by the U.S. Federal Reserve. DuringIn the2023 lastand two years,2024, inflation in the U.S. reached some of the highest levels in over 40 years, creating inflationary pressure on the cost of services, equipment and other goods in our industries and other sectors and contributing to labor and materials shortages across the supply-chain. Although inflation has recently moderated and the Federal Reserve has begun lowering interest rates, there can be no assurance regarding the timing of any such interest rate cuts or their impact on inflation or any future price changes.
Our operations are subject to hazards inherent in the oil and natural gas and energy infrastructure industries, which could expose us to substantial liability and cause us to lose customers and substantial revenue.
Our operations include hazards inherent in the oil and natural gas and energy infrastructure industries, such as equipment defects, vehicle accidents, fires, explosions, blowouts, surface cratering, uncontrollable flows of gas or well fluids, pipe or pipeline failures, abnormally pressured formations and various environmental hazards such as oil spills and releases of, and exposure to, hazardous substances. For example, until the sale of our hydraulic fracturing assets in 2025, our operations are subject to risks associated with hydraulic fracturing, including any mishandling, surface spillage or potential underground migration of fracturing fluids, including chemical additives. The occurrence of any of these events could result in substantial losses to us due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigations and penalties, suspension of operations and repairs required to resume operations. The cost of managing such risks may be significant. The frequency and severity of such incidents will affect operating costs, insurability and relationships with customers, employees and regulators. In particular, our customers may elect not to purchase our services if they view our environmental or safety record as unacceptable, which could cause us to lose customers and substantial revenues. In addition, these risks may be greater for us than some of our competitors because we sometimes acquire companies that may not have allocated significant resources and management focus to safety and environmental matters and may have a poor environmental and safety record and associated possible exposure. Our insurance may not be adequate to cover all losses or liabilities we may suffer. Also, insurance may no longer be available to us or, if it is, its availability may be at premium levels that do not justify its purchase. The occurrence of a significant uninsured claim, a claim in excess of the insurance coverage limits maintained by us or a claim at a time when we are not able to obtain liability insurance could have a material adverse effect on our ability to conduct normal business operations and on our financial condition, results of operations and cash flows. In addition, we may not be able to secure additional insurance or bonding that might be required by new governmental regulations. This may cause us to restrict our operations, which might severely impact our financial position.
Since hydraulic fracturing activities are part of our operations, they are covered by our insurance against claims made for bodily injury, property damage and clean-up costs stemming from a sudden and accidental pollution event. However, we may not have coverage if we are unaware of the pollution event and unable to report the “occurrence” to our insurance company within the time frame required under our insurance policy. We have no coverage for gradual, long-term pollution events. In addition, these policies do not provide coverage for all liabilities, and the insurance coverage may not be adequate to cover claims that may arise, or we may not be able to maintain adequate insurance at rates we consider reasonable. A loss not fully covered by insurance could have a material adverse effect on our financial position, results of operations and cash flows.
Further, in connection with providing our infrastructure services, we have made a substantial investment in construction equipment that utilizes petroleum-based fuel. Any changes in laws requiring us to use equipment that runs on alternative fuels could require a significant investment, which could have a material adverse effect on our results of operations, cash flows and liquidity.
Legislation or regulatory initiatives intended to address seismic activity could restrict our drilling and production activities, as well as ourthe ability to dispose of produced water gathered from such activities, which could have a material adverse effect on our business.
Recent federal legislation and regulatory initiatives, including provisions of the Inflation Reduction Act of 2022 (“IRA”), may accelerate the shift toward lower‑carbon energy sources by promoting renewable energy, clean fuels, carbon‑capture projects, and electric‑vehicle infrastructure, while also imposing costs on fossil‑fuel‑related operations through measures such as the phased‑in methane‑emissions charge and related EPA greenhouse‑gas rules. These developments could increase compliance obligations for our customers and contribute to long‑term changes in capital allocation that reduce demand for our services. The impact of the IRA has been partially moderated by the One Big Beautiful Bill Act (“OBBBA”), enacted on July 4, 2025, which phases out or reduces certain IRA tax incentives for alternative‑energy technologies between 2025 and 2027. While the OBBBA may slow the IRA’s potential effect on long‑term oil and natural‑gas demand, it does not eliminate broader policy trends favoring lower‑carbon energy, and the combined effects of these legislative changes continue to create uncertainty around our customers’ future spending and demand for our services.
Management's Discussion & Analysis (MD&A)
New heading “Aircraft Industry”
New heading “Operating Activities from Discontinued Operations”
New heading “Investing Activities from Discontinued Operations”
New heading “Financing Activities from Discontinued Operations”
Removed heading “Well Completion Services”
Removed heading “Infrastructure Services”
Removed heading “Natural Sand Proppant Services”
Removed heading “Other Services(a)”
Removed heading “Sale-Leaseback Transactions”
Removed heading “Equipment Financing Note”
Largest changes
“Goodwill. Under generally accepted accounting principles, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of one or more of our reporting units is greater than its carrying amount. If, after assessing the totality of events or circumstances, we determine it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, there is no need to perform any further testing. …”see in full comparison
“The assumptions used in the impairment evaluation for goodwill and other long-lived assets are inherently uncertain and require management’s judgment. A continued period of low oil and natural gas prices or continued reductions in capital expenditures by our customers would likely have an adverse impact on our utilization and the prices that we receive for our services. This could result in the recognition of future material impairment charges if future cash flow estimates, based upon information then available to management, indicate that their carrying values are not recoverable.”see in full comparison
“During the year ended December 31, 2023, we recorded a goodwill impairment charge of $1.8 million. We did not recognize any impairment of goodwill for the years ended December 31, 2024 and 2022. See Note 7. “Impairments” to our consolidated financial statements included elsewhere in this annual report for details regarding the facts and circumstances that led to this impairment and how the fair value of each reporting unit was estimated, including significant assumptions used and other details.”see in full comparison
“Long-lived assets on our balance sheet include property, plant and equipment, goodwill and intangible assets. We test goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that an impairment may exist. We conduct impairment tests on long-lived assets, other than goodwill, whenever events or changes in circumstances indicate that the carrying value may not be recoverable.”see in full comparison
“Impairment of Goodwill. As a result of the sale of ARS, we performed an impairment assessment of our goodwill for the Aviation reporting unit in 2023. We determined that the carrying value of goodwill for our Aviation reporting unit exceeded the fair value, resulting in impairment expense of $1.8 million for the year ended December 31, 2023. We did not recognize any impairment of goodwill in 2024.”see in full comparison
“Our proppant sand reserves consist of Northern White silica sand, giving us access to a range of high-quality sand grades meeting or exceeding all API specifications, including a mix between concentrations of coarse grades (20/40 and 30/50 mesh size) and finer grades (40/70 and 100 mesh size). Our sample boring data and our historical production data have indicated that our reserves contain deposits of approximately 60% 40 mesh size or finer substrate. …”see in full comparison
Full comparison: every changed paragraph (140)
We are an integrated, growth-oriented energy services company focused on providing products and services to enableour customers primarily in the exploration and development of North American onshore unconventional oil and natural gasgas, reserve as well as the constructionaviation and repair of the electric grid for private utilities, public investor-owned utilities and co-operative utilities through ourutility infrastructure services businesses.industries. Our primary business objective is to growdrive ourreturns operationsthrough improved execution by prioritizing asset utilization, margin expansion, and createcapital valueefficiency foracross stockholdersthe through organic growth opportunities and accretive acquisitions.portfolio. Our suite of services includes well completionrental services, infrastructure services, natural sand proppant services, accommodation services and otherdrilling services. Our well completionrental services divisionsegment provides hydraulica fracturing,wide sandrange haulingof equipment used in oilfield, construction and wateraviation transfer services.activities. Our infrastructure services division provides engineering, design, construction, upgrade, maintenance and repair services to the electrical infrastructurefiber industry. Our natural sand proppant services division mines, processes and sells natural sand proppant used for hydraulic fracturing. InOur additiondrilling toservices these service divisions, we also provideprovides directional drilling services,to aviationoilfield services, equipment rentals, remote accommodations and equipment manufacturing.operators. We believe that the services we offer play a critical role in increasing the ultimate recovery and present value of production streams from unconventional resources as well as in maintainingconstructing and improving electricalfiber infrastructure.networks. Our complementary suite of services provides us with the opportunity to cross-sell our services and expand our customer base and geographic positioning.
We continue to focus on growing our rental business. We believe our portfolio of aviation assets provides an attractive form of aviation asset financing for operators that allows capital deployment and fleet flexibility while eliminating residual value risk for the operators.
Our revenues, operating (loss) income and identifiable assets are attributable to five reportable segments: rental services; infrastructure services; natural sand proppant services; accommodation services; and drilling services. Following changes to our reportable segments resulting from divestitures completed in 2025, prior‑year segment information for the year ended December 31, 2024 has been recast to align with the current period segment presentation. Since the dates presented below, we have conducted our operations through the following entities:
We continue to focus on growing our industrial business. We offer infrastructure engineering services focused on the transmission and distribution industry and also have equipment manufacturing operations and offer fiber optic services. Our equipment manufacturing operations provide us with the ability to repair much of our existing equipment in-house, as well as the option to manufacture certain new equipment we may need in the future. Our fiber optic services include the installation of both aerial and buried fiber. We are continuing to explore other opportunities to expand our industrial business lines.
Our revenues, operating (loss) income and identifiable assets are primarily attributable to three reportable segments: well completion services; infrastructure services; and natural sand proppant services. Prior to 2024, we included Bison Drilling and Field Services, LLC, or Bison Drilling, and Panther Drilling Systems LLC, or Panther, in our drilling reportable segment. Based on our assessment of FASB ASC 280, Segment Reporting, guidance at December 31, 2024, we changed our presentation in 2024 to move Bison Drilling and Panther to the reconciling column titled “All Other”. On December 13, 2024, Anaconda Rentals LLC, Aquahawk Energy LLC, or Aquahawk, Barracuda Logistics LLC, or Barracuda, Bison Sand Logistics LLC, or Bison Sand, IFX Transport LLC, Ivory Freight Solutions LLC, Redback Coil Tubing LLC, Redback Energy Services LLC, Redback Pumpdown Services LLC, or Redback Pumpdown, Stingray Cementing LLC and WTL Oil LLC were merged into Orca Energy Services LLC (“Orca”), a wholly-owned subsidiary of Mammoth Energy Partners, LLC. Prior to 2024, Aquahawk, Bison Sand and Redback Pumpdown were included in our well completion segment and Barracuda was included in our natural sand proppant services segment. Due to the merger of these entities into Orca, the results for Aquahawk, Bison Sand, Redback Pumpdown and Barracuda are now included in the reconciling column titled “All Other”. The results for the year ended December 31, 2023 have been retroactively adjusted to reflect these changes. Since the dates presented below, we have conducted our operations through the following entities:
Well CompletionRental Services Segment
•Stingray Pressure Pumping LLC—March 2012
•Silverback Energy LLC—November 2012
•Mr. Inspections LLC—January 2015
•Lion Power Services LLC, formerly Cobra Energy LLC—January 2017
•Higher Power Electrical LLC—April 2017
•5 Star Electric LLC—July 2017
•Python Equipment LLC—December 2018
•Aquawolf LLC—September 2019
Accommodation Services Segment
Drilling Services Segment
•Air Rescue Systems LLC (“ARS”)—December 2018 through July 13, 2023
•Anaconda Manufacturing LLC—September 2019
On July 13, 2023, the Company sold its equity interests in ARS. Activity for ARS through the date of sale is included in the accompanying results of operations.
•Net loss from continuing operations of $207.3$63.8 million, or $4.31$1.32 per diluted share, for the year ended December 31, 20242025 as compared to net loss from continuing operations of $3.2$183.1 million, or $0.07$3.81 per diluted share, for the year ended December 31, 2023.2024. Net loss for the year ended December 31, 2024 includes a non-cash, pre-tax charge of approximately $170.7 million, of which $89.2 million was charged to credit loss expense and $81.5 million was charged to interest on delinquent accounts receivable in relation to the Settlement Agreement with PREPA.
•Adjusted EBITDA from continuing operations of ($167.5$17.4) million for the year ended December 31, 20242025 as compared to $71.0($171.2) million for the year ended December 31, 2023.2024. See “Non-GAAP Financial Measures” below for a reconciliation of net loss from continuing operations to Adjusted EBITDA.EBITDA from continuing operations. Adjusted EBITDA from continuing operations for the year ended December 31, 2024 includes a non-cash, pre-tax charge of approximately $170.7 million, of which $89.2 million was charged to credit loss expense and $81.5 million was charged to interest on delinquent accounts receivable in relation to the Settlement Agreement with PREPA.
•Net cash flow provided by operating activities was $180.7 million for the year ended December 31, 2024 as compared to $31.4 million for the year ended December 31, 2023.
•Received the first two installment payments under the settlement agreement with PREPA, with $150 million paid to Cobra on October 1, 2024 and, subject to Cobra having provided the indemnity letter of credit to PREPA, $18.4 million paid to Cobra on October 18, 2024.
•Paid, in full, all amounts owed under our term credit facility and terminated the facility on October 2, 2024.
Aircraft Industry
The operating environment for the lease of aircraft and aircraft assets is currently favorable. Factors such as population growth as well as improved global economic health and development are positively influencing both passenger and freight demand. In addition, factors and trends including OEM supply chain challenges and backlogs, the financing needs of airlines and the availability of maintenance facilities as well as repair timelines may increase the demand for our aircraft and aircraft assets.
Demand for most of our oil and natural gas products and services depends substantially on the level of expenditures by companies in the oil and natural gas industry. The levels of capital expenditures of our customers are driven by many factors, including the prices of oil and natural gas. Throughout 2023,2025 pricingand for2024, crudewe experienced challenges in our oil and gas businesses as a result of a generally declining rig count combined with elevated oil and natural gas declined from levels seen in 2022, which slowed down completion activities for our customers, in particular,production in the Utica and Marcellus Shale natural gas plays, and, as a result, reduced demand for our well completion services. Throughout 2024, we continued to experience persistent challenges in our well completion business and other oilfield services associated with lower U.S. onshore activity and sustained weakness in the natural gas basins in which we operate. We expect 2025 completions2026 activity to beremain relativelysteady steady,during the first half of the year with the potential for upside comparedin tothe 2024back drivenhalf byof incrementalthe demand associated with natural gas.year. Positive trends that may contribute to increased activity will come from LNG export capacity coming online and general electricity and power demand enhancements. We will be strategically positioned to capitalize on this anticipated demand if and when it ramps up.
In response to market conditions and reduced demand, we idled our cementing and acidizing operations and flowback operations beginning in July 2019, our contract drilling operations beginning in December 2019, our rig hauling operations beginning in April 2020, our coil tubing, pressure control and full service transportation operations beginning in July 2020 and our crude oil hauling operations beginning in July 2021. We continue to monitor the market to determine if and when we can recommence these services.
Increased demand from oil and gas companies in 2022 resulted in higher demand and pricing for our sand compared to 2021, which continued throughout the first quarter of 2023. Demand for our natural sand proppant was adversely impacted in the second quarter of 2023 by the wildfires in Canada, which hindered our ability to transport sand. As discussed above, pricing for crude oil and natural gas declined from levels seen in 2022, which slowed down completion activities and adversely impacted demand for our sand proppant services in the second half of 2023. Activity remained suppressed throughout 2024.2024 and 2025. As discussed above, we expect 20252026 activity to be relatively steady, with the potential for moderate upside compared to 20242025 driven by incrementalincreases in natural gas demand associatedto withsupport naturalpower gas.demand and LNG exports.
Our proppant sand reserves consist of Northern White silica sand, giving us access to a range of high-quality sand grades meeting or exceeding all API specifications, including a mix between concentrations of coarse grades (20/40 and 30/50 mesh size) and finer grades (40/70 and 100 mesh size). Our sample boring data and our historical production data have indicated that our reserves contain deposits of approximately 60% 40 mesh size or finer substrate. The coarseness and conductivity of Northern White frac sand significantly enhances recovery of oil and liquids-rich gas by allowing hydrocarbons to flow more freely than is sometimes possible with native sand. The low acid-solubility increases the integrity of Northern White frac sand relative to other proppants with higher acid-solubility, especially in shales where hydrogen sulfide and other acidic chemicals are co-mingled with the targeted hydrocarbons. In addition, its crush resistant properties enable Northern White frac sand to be used in deeper drilling applications than the frac sand produced from many native mineral deposits.
We believe that the coarseness, conductivity, sphericity, acid-solubility, and crush-resistant properties of our Northern White sand reserves and our facilities’ connectivity to rail and other transportation infrastructure afford us a cost advantage over many of our competitors and make us one of a select group of sand producers capable of delivering high volumes of frac sand that is optimal for oil and natural gas production to all major unconventional resource basins currently producing throughout North America.
As a result of adverse market conditions, production at our Muskie sand facility in Pierce County, Wisconsin has been idled since September 2018. Our contracted capacity has provided a baseline of business, which has kept our Taylor and Piranha plants operating and our costs competitive.
Energy Infrastructure Industry
The infrastructure industry involves the construction and maintenance of fiber networks. Demand for our services is driven by artificial intelligence (“AI”) and data center projects.
Certain barriers to entry exist in the markets in which we operate, including adequate financial resources, technical expertise, high safety ratings and a proven track record of operational success. We compete based upon our industry experience, technical expertise, financial and operational resources, geographic presence, industry reputation, safety record and customer service. While we believe our customers consider a number of factors when selecting a service provider, they generally award most of their work through a bid process. Consequently, price is often a principal factor in determining which service provider is selected.
We believe that AI and high-performance computing will drive the upgrade and overbuild of fiber networks in order to increase data capacity. Funding for projects in the infrastructure space remains strong with added opportunities since the Infrastructure Investment and Jobs Act ("IIJA") was signed into law on November 15, 2021. Federal and state agencies continue to implement multi‑year funding programs established under the IIJA, including substantial investments through Broadband Equity, Access and Deployment ("BEAD") program. These programs continue to support planned investment in broadband, utility, transportation, and clean‑energy projects. Although these programs were enacted several years ago, the implementation and distribution of funds remain ongoing and are expected to continue well into the latter half of the decade. Market participants across telecommunications, power, and energy‑transition sectors have announced substantial capital plans aligned with these programs, supported by federal incentives and growing private‑sector investment in areas such as fiber deployment, grid modernization, electrification, and data‑center‑related power demand.
Our infrastructure services business provides engineering, design, construction, upgrade, maintenance and repair services to the electrical infrastructure industry. We offer a broad range of services on electric transmission and distribution, or T&D, networks and substation facilities, which include engineering, design, construction, upgrade, maintenance and repair of high voltage transmission lines, substations and lower voltage overhead and underground distribution systems. Our commercial services include the installation, maintenance and repair of commercial wiring. We also provide storm repair and restoration services in response to storms and other disasters. We provide infrastructure services primarily in the northeastern, southwestern, midwestern and western portions of the United States. We currently have agreements in place with private utilities, public IOUs and Co-Ops.
Our average crew count declined slightly from approximately 83 crews throughout 2023 to approximately 79 crews throughout 2024. With the Infrastructure Investment and Jobs Act funds being released for infrastructure projects, we remain encouraged about the potential for growth in this sector. We saw an uptick in bidding opportunities throughout 2024 related to engineering, fiber, and transmission and distribution, all of which are areas we believe we have differentiated and specialized capabilities. We continue to focus on operational execution and pursue opportunities within this sector as we strategically structure our service offerings for growth, intending to increase our infrastructure services activity and expand both our geographic footprint and depth of projects, especially in fiber maintenance and installation projects.
We work for multiple utilities primarily across the northeastern, southwestern, midwestern and western portions of the United States. We believe that we are well-positioned to compete for new projects due to the experience of our infrastructure management team, combined with our vertically integrated service offerings. We are seeking to leverage this experience and our service offerings to grow our customer base and increase our revenues in the continental United States over the coming years.
As a result of the Settlement Agreement, the Company recorded a non-cash, pre-tax charge of approximately $170.7 million in the second quarter of 2024 to reduce its accounts receivable balance from PREPA of $359.1 million, representing the amount owed to Cobra by PREPA in relation to these agreements as of June 30, 2024, including the accrued but unpaid interest, prior to the Settlement Agreement, to the amount expected to be received from the Settlement Agreement. Of the $170.7 million, $89.2 million was charged to credit loss expense, which is included in “selling, general and administrative” on the consolidated statements of comprehensive income (loss) income,, and $81.5 million was charged to interest on delinquent accounts receivable, which is included in “other (expense) income, net” on the consolidated statements of comprehensive income (loss) income.. As of December 31, 2024,2025, $20.0 million remained outstanding from PREPA. See Note 2. “Summary of Significant Accounting Policies—Accounts Receivable” and Note 20.18. “Commitments and Contingencies—Litigation” to our consolidated financial statements included elsewhere in this annual report for more information.
The following discussion focuses on a comparison of the results of operations between the years ended December 31, 2025 and 2024.
The following discussion focuses on a comparison of the results of operations between the years ended December 31, 2024 and 2023. For a discussion of the results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022, please refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 (filed with the SEC on March 1, 2024), which is incorporated in this report by reference from such prior report on Form 10-K.
Revenue. Revenue for 20242025 decreased $121.6$1.3 million, or 39%,3%, to $187.9$44.3 million from $309.5$45.6 million for 2023.2024. The decline in total revenue is primarily attributable to a decreasedecreases in utilizationrevenue infor ourother well completion services division as well as a decline in tons sold in ourservices, natural sand proppant servicesservices, division.and accommodation services, which was partially offset by an increase in revenue for rental services, infrastructure services, and drilling services. Revenue derived from related parties was $1.6 million for 2025 compared to $1.5 million for 2024 compared to $1.0 million for 2023.2024. Revenue by division was as follows:
Rental Services. Rental services division revenue increased $4.0 million, or 56%, to $11.1 million for 2025 from $7.1 million for 2024. The increase in our rental services revenue was primarily driven by a $2.5 million increase in aviation rental revenue, combined with a 29% increase in equipment rental revenue.
Well Completion Services. Well completion services division revenue decreased $93.4 million, or 73%, to $34.0 million for 2024 from $127.4 million for 2023. Intersegment revenue, consisting primarily of revenue derived from our other services and natural sand proppant segment, totaled $0.4 million, for each of 2024 and 2023, respectively.
The decline in our well completion services revenue was primarily driven by decreased utilization as a result of lower activity by our customers in the natural gas basins in which we operate. The number of stages completed declined 66% to 1,454 for 2024 from 4,220 for 2023. An average of 0.5 of our six fleets were active throughout 2024 compared to 1.8 fleets for 2023.
Infrastructure Services. Infrastructure services division revenue decreased marginally by $0.1 million to $110.4 million for 2024 from $110.5 million for 2023 primarily due to a decline in average crew count from 83 crews during the year ended December 31, 2023 to an average of 79 crews during the year ended December 31, 2024. This was offset by an increase in storm, transmission and engineering activity of $4.7 million during the year ended December 31, 2024 compared to the year ended December 31, 2023.
Natural Sand ProppantInfrastructure Services. Natural sand proppantInfrastructure services division revenue decreasedincreased $20.0$2.6 million,million or 51%,173%, to $19.1$4.1 million for 2024,2025 from $39.1$1.5 million for 2023. Intersegment revenue, consisting2024 primarily ofdue to an increase in fiber optic revenue derivedrelated fromto ourincreased well completion segment, was a nominal amount for each of 2024 and 2023, respectively.activity.
Natural Sand Proppant Services. Natural sand proppant services division revenue decreased $2.5 million, or 13%, to $16.6 million for 2025, from $19.1 million for 2024. The decrease in our natural sand proppant services revenue was primarily attributable to a 53% decline in tons of sand sold from approximately 1.2 million tons in 2023 to 0.6 million tons in 2024, coupled with a 22%12% decrease in average price per ton of sand sold from $29.86 in 2023 to $23.15 in 2024 to $20.43 in 2025 primarily driven by lower completions activity by our customers.customers, The decreasewhich was partially offset by ana 12% increase in contractedsand shortfallvolumes revenue of $2.5 million.sold.
Accommodation Services. Accommodation services revenue decreased $1.9 million, or 17%, to $9.0 million for 2025 from $10.9 million for 2024, primarily due to a decline in utilization. On average, 186 rooms were utilized in 2025 as compared to 216 in 2024 for our accommodation services.
Drilling Services. Drilling services revenue marginally increased $0.1 million or 3% to $3.7 million for 2025 from $3.6 million for 2024, primarily due to a favorable shift in job mix toward higher value horizontal drilling activity, which offset decreased directional drilling activity.
Other Services. Other services revenue declined $3.9 million in 2025. This decrease was primarily related to our water transfer services, which were shut down during the third quarter of 2024, and our crude oil hauling services, which were idled at the beginning of 2025.
Other Services. Revenue from other services, including our directional drilling, aviation, equipment rental, remote accommodation and equipment manufacturing businesses decreased by $3.5 million, or 10%, to $31.4 million for 2024 from $34.9 million for 2023. Intersegment revenue, consisting primarily of equipment manufacturing revenue derived from our well completion segment, totaled $6.5 million and $2.0 million, for 2024 and 2023, respectively.
The decrease in other services revenue was primarily attributable to decreased utilization for our directional drilling business from 36% for 2023 to 17% for 2024. This was coupled with a decline in utilization for our equipment rental business. These declines were primarily the result of lower activity by our customers in 2024 as compared to 2023. We rented an average of 210 pieces of equipment per month to customers during 2024, a decrease of 13% from an average of 241 pieces of equipment per month rented to customers during 2023. These declines were offset by an increase in utilization for our remote accommodations business. On average, 216 rooms were utilized per night during 2024, a 21% increase from an average of 178 rooms utilized per night in 2023.
Cost of Revenue (exclusive of depreciation, depletion, amortization and accretion expense). Cost of revenue, exclusive of depreciation, depletion, amortization and accretion expense, decreasedmarginally $77.0 millionincreased from $247.8$42.5 million, or 80%93% of total revenue, for 20232024 to $170.8$42.6 million, or 91%96% of total revenue, for 2024.2025. Cost of revenue by operating division was as follows:
Well CompletionRental Services. Well completionRental services division cost of revenue, exclusive of depreciation and amortization expense, decreasedincreased $66.3$1.7 million, or 63%,34%, from $105.1 million for 2023 to $38.8$5.0 million for 2024 to $6.7 million for 2025 primarily due to aan declineincrease in average equipment utilization. As a percentage of revenue, our well completionrental services division cost of revenue, exclusive of depreciation and amortization expense of $10.9$3.7 million in 20242025 and $15.4$1.2 million in 2023,2024, was 114%60% and 82%,70%, for 20242025 and 2023,2024, respectively. The increasedecrease as a percentage of revenue is primarily due to ahigher decrease inequipment utilization ofas ourwell pressureas pumpinghigher services,margins associated with aviation rentals as compared to equipment rentals, resulting in aimproved higher ratioabsorption of fixed costs to variableoperating costs.
Infrastructure Services. Infrastructure services division cost of revenue, exclusive of depreciation and amortization expense, increased $1.5$3.6 million from $90.6$2.3 million for 20232024 to $92.1$5.9 million for 2024.2025. As a percentage of revenue, cost of revenue, exclusive of depreciation and amortization expense of $2.8$0.2 million in 20242025 and $8.4 million in 2023,2024, was 83%144% and 82%153% for 20242025 and 2023,2024, respectively. The increasedecrease as a percentage of revenue is primarily due to an increase in contract labor costs as a percentage of revenue.
Natural Sand Proppant Services. Natural sand proppant services division cost of revenue, exclusive of depreciation, depletion and accretion expense, decreasedincreased $7.9$0.3 million, or 31%,2%, from $25.7 million for 2023 to $17.8 million for 2024.2024 to $18.1 million for 2025. As a percentage of revenue, cost of revenue, exclusive of depreciation, depletion and accretion expense of $4.1 million in 2025 and $5.2 million in 20242024, was 109% and $7.793%, millionfor in 2023, was 93%2025 and 66%, for 2024 and 2023,2024, respectively. The increase in cost as a percentage of revenue is primarily due to a 53%12% declinedecrease in average sales price and a 12% increase in tons of sand sold and a 22% decrease in average sales price.sold.
OtherAccommodation Services. OtherAccommodation services cost of revenue, exclusive of depreciation and amortizationaccretion, expense,decreased was$0.4 $29.0million, or 6%, to $6.0 million for 20242025 andfrom 2023,$6.4 respectively.million in 2024. As a percentage of revenue, cost of revenue, exclusive of depreciation and amortization expenseaccretion of $6.2$1.1 million infor 20242025 and $13.6 million in 2023,2024, was 92%67% and 83%,59% for 20242025 and 2023,2024, respectively. The increase as a percentage of revenue is primarily due to a decreasedecline in utilization for our directional drilling and equipment rental businesses,utilization, resulting in a higher ratio of fixed costs to variable cost.costs.
Drilling Services. Drilling services cost of revenue, exclusive of depreciation, decreased $0.6 million, or 14%, to $3.8 million for 2025 from $4.4 million for 2024. As a percentage of revenue, cost of revenue, exclusive of depreciation of $0.1 million for 2025 and 2024, was 103% and 122% for 2025 and 2024, respectively. The decrease as a percentage of revenue is primarily due to an improvement in pricing.
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors previously disclosed in Item 1A. Risk Factors in our Annual Report on Form 10-K filed with the SEC on March 6, 2026. For a discussion of the trends and uncertainties impacting our business and risks associated with the Settlement Agreement with PREPA, see also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview of Our Industries—.”
Largest changes
see in full comparisonAsThereofhavethebeendatenoofmaterialthis filing, our Company and operations continue to be subjectchanges to the risk factors previously disclosed in Item 1A. Risk Factors in our Annual Report on Form 10-K filed with the SEC on March 6, 2026. For a discussion of the trends and uncertainties impacting our business and risks associated with the Settlement Agreement with PREPA, see also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview of Our Industries—.”
Full comparison: every changed paragraph (1)
AsThere ofhave thebeen dateno ofmaterial this filing, our Company and operations continue to be subjectchanges to the risk factors previously disclosed in Item 1A. Risk Factors in our Annual Report on Form 10-K filed with the SEC on March 6, 2026. For a discussion of the trends and uncertainties impacting our business and risks associated with the Settlement Agreement with PREPA, see also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview of Our Industries—.”
Management's Discussion & Analysis (MD&A)
New heading “Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”
Removed heading “Operating Activities from Discontinued Operations”
Removed heading “Investing Activities from Discontinued Operations”
Removed heading “Financing Activities from Discontinued Operations”
Removed heading “Effect of Foreign Exchange Rate on Cash”
Largest changes
“If an event of default occurs under the revolving credit facility and remains uncured, it could have a material adverse effect on the Company’s business, financial condition, liquidity and results of operations. …”see in full comparison
“Cobra and PREPA previously entered into two agreements to aid in the restoration and reconstruction of Puerto Rico’s power grid in response to damage caused by Hurricane Maria in 2017. Our work under each of the contracts with PREPA ended on March 31, 2019. PREPA is currently subject to bankruptcy proceedings, which were filed in July 2017 and are currently pending in the United States District Court for the District of Puerto Rico (the “Title III Court”). …”see in full comparison
“On October 16, 2023, we, as borrower, and certain of our direct and indirect subsidiaries, as guarantors, entered into a revolving credit agreement with the lenders party thereto and Fifth Third Bank, as may be subsequently amended (the “revolving credit facility”). The revolving credit facility provides for revolving commitments in an aggregate amount of up to $50 million. …”see in full comparison
“If we seek additional capital for any of the above or other reasons, we may do so through borrowings under the revolving credit facility, joint venture partnerships, sale-leaseback transactions, asset sales, including potential sales of accounts receivable or other financing transactions, offerings of debt or equity securities or other means. Although we expect that our sources of capital will be adequate to fund our short-term and long-term liquidity requirements, we cannot assure you that this additional capital will be available on acceptable terms or at all. …”see in full comparison
“We remain focused on increasing equipment utilization, expanding our aviation rental platform, developing our infrastructure services business and maintaining capital discipline. While uncertainty remains regarding commodity prices, tariffs and broader economic conditions, we believe our current liquidity position and operating platform will support continued execution of our business strategy during the remainder of 2026.”see in full comparison
“Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”see in full comparison
Full comparison: every changed paragraph (112)
We are an integrated, growth-oriented company focused on providing products and services to our customers primarily in the aviation, oil and natural gas and utility infrastructure industries. Our suite of services includes rental services, infrastructure services, natural sand proppant services, accommodation services and drilling services. Our rental services segment provides a wide range of equipment used in oilfield, construction and aviation activities. Our infrastructure services segment provides engineering, design and fiber optic services to the utility industry. Our natural sand proppant services segment mines, processes and sells natural sand proppant used for hydraulic fracturing. Our accommodation services provide housing, kitchen and dining, and recreational service facilities for workers located in remote areas away from readily available lodging. Our drilling services providesprovide directional drilling to oilfield operators.
We are focused on driving returns through improved execution by prioritizing asset utilization, margin expansion, and capital efficiency across the portfolio. While macroeconomic uncertaintyuncertainty, including tariffs and demand volatilityvolatility, continuecontinues to affect parts of the market, we remain proactive in repositioning Mammoth to perform through differing business cycles.
During 2025, we completed four strategic divestitures. On April 11, 2025, we sold a portion of our infrastructure services entities, including our distribution, transmission and substation operations, for aggregate proceeds of approximately $108.7 million, subject to customary post-closing adjustments.million. On June 16, 2025, we sold all of the equipment previously used in our hydraulic fracturing services for $15.0 million. On September 15, 2025, the Company completed the sale of assets related to its natural sand proppant operations at its Piranha Proppant LLC processing plant. On December 2, 2025, we completed the sale of our engineering services business, Aquawolf,Aquawolf for approximately $30.0 million, also subject to customary post-closing adjustments.million. The results of operations, financial position and cash flows for these businesses are reported as discontinued operations for all periods presented and discussed in this report. Unless otherwise indicated, the information presented in this Management’s Discussion and Analysis relates only to our continuing operations.
To reflect how management evaluates the business after these divestitures, prior period segment information in our results of operations below has been recast to conform with our segment composition as of MarchJune 31,30, 2026. See Note 3.4. Discontinued Operations of the notes to our unaudited condensed consolidated financial statements for more information.
During the second quarter of 2026, we expanded our fiber optic services offering through the acquisitions of Mission Construction LLC and BERE Rentals LLC, both providers of fiber optic services to utility customers in the midwestern region of the United States. On June 12, 2026, we acquired all of the outstanding equity interests in Mission Construction LLC for aggregate consideration of $3.1 million and all of the outstanding equity interests in BERE Rentals LLC for aggregate consideration of $3.4 million. The acquisitions were funded with cash on hand. These acquisitions extend our presence in the fiber optic services market and broaden the range of services we provide to utility customers in the region.
Demand for aviation assets remained favorable during the quarter, supporting increased utilization and revenue in our aviation rental business. We continue to evaluate opportunities to expand our aviation fleet as market conditions warrant.
The operating environment for the lease of aircraft and aircraft assets is currently favorable. Factors such as population growth as well as global economic health and development are positively influencing both passenger and freight demand. In addition, factors and trends including Original Equipment Manufacturer supply chain challenges and backlogs, the financing needs of airlines and the availability of maintenance facilities as well as repair timelines may increase the demand for our aircraft and aircraft equipment.
Customer activity improved during 2026, contributing to higher utilization across our drilling, rental and accommodation businesses, although commodity price volatility continues to create uncertainty.
The oil and natural gas industry has traditionally been volatile and is influenced by a combination of long-term, short-term and cyclical trends, including the domestic and international supply and demand for oil and natural gas, current and expected future prices for oil and natural gas and the perceived stability and sustainability of those prices, production depletion rates and the resultant levels of cash flows generated and allocated by exploration and production companies to their drilling, completion and related services and products budgets. The oil and natural gas industry is also impacted by general domestic and international economic conditions, political instability in oil producing countries, government regulations (both in the United States and elsewhere), levels of customer demand, the availability of pipeline capacity, storage capacity, shortages of equipment and materials and other conditions and factors that are beyond our control.
Demand for most of our oil and natural gas products and services depends substantially on the level of expenditures by companies in the oil and natural gas industry. The levels of capital expenditures of our customers are driven by many factors, including the prices of oil and natural gas. The conflict in the Middle East, including attacks on regional energy infrastructure, has resulted in higher oil prices and the potential for multi-year LNG constraints. These factors have resulted in improved demand for our services, which we expect to continue through the remainder of 2026. Positive trends that may contribute to increased activity will come from LNG export capacity coming online and general electricity and power demand enhancements. We will be strategically positioned to capitalize on this anticipated demand if and when it ramps up.
Demand for our fiber optic services continues to be supported by communications infrastructure investment and broadband deployment initiatives.
The infrastructure industry involves the construction and maintenance of fiber networks. Demand for our services is driven by artificial intelligence (“AI”) and data center projects.
Certain barriers to entry exist in the markets in which we operate, including adequate financial resources, technical expertise, high safety ratings and a proven track record of operational success. We compete based upon our industry experience, technical expertise, financial and operational resources, geographic presence, industry reputation, safety record and customer service. While we believe our customers consider a number of factors when selecting a service provider, they generally award most of their work through a bid process. Consequently, price is often a principal factor in determining which service provider is selected.
We believe that AI and high-performance computing will drive the upgrade and overbuild of fiber networks in order to increase data capacity. Funding for projects in the infrastructure space remains strong with added opportunities since the Infrastructure Investment and Jobs Act ("IIJA") was signed into law on November 15, 2021. Federal and state agencies continue to implement multi‑year funding programs established under the IIJA, including substantial investments through Broadband Equity, Access and Deployment ("BEAD") program. These programs continue to support planned investment in broadband, utility, transportation, and clean‑energy projects. Although these programs were enacted several years ago, the implementation and distribution of funds remain ongoing and are expected to continue well into the latter half of the decade. Market participants across telecommunications, power, and energy‑transition sectors have announced substantial capital plans aligned with these programs, supported by federal incentives and growing private‑sector investment in areas such as fiber deployment, grid modernization, electrification, and data‑center‑related power demand.
See Notes 2 and 18 for discussion of the PREPA Settlement Agreement.
Cobra and PREPA previously entered into two agreements to aid in the restoration and reconstruction of Puerto Rico’s power grid in response to damage caused by Hurricane Maria in 2017. Our work under each of the contracts with PREPA ended on March 31, 2019. PREPA is currently subject to bankruptcy proceedings, which were filed in July 2017 and are currently pending in the United States District Court for the District of Puerto Rico (the “Title III Court”). Cobra pursued litigation in the Title III Court and other dispute resolution efforts seeking recovery of the amounts owed to Cobra by PREPA for restoration services in Puerto Rico, which proceedings are discussed in more detail in the Company’s prior reports filed with the SEC. On July 22, 2024, Cobra entered into the Settlement Agreement with PREPA. Pursuant to the terms of the Settlement Agreement, PREPA paid Cobra approximately $168.4 million in 2024 and, as of March 31, 2026, PREPA owes Cobra $20.0 million, which is payable to Cobra within seven days following the effective date of PREPA’s plan of adjustment in its bankruptcy proceedings. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, previously filed with the SEC for more information regarding the Settlement Agreement.
FirstSecond Quarter 2026 Financial Overview
Revenue increased 110%, to $26.1 million during the second quarter of 2026, driven primarily by aviation, accommodation and drilling activities. Operating income improved to $2.6 million compared to an operating loss of $37.1 million in the prior-year period, reflecting higher utilization and the absence of the impairment charges recorded in 2025. Adjusted EBITDA improved to $2.6 million from a loss of $3.5 million in the prior year period. See “Non-GAAP Financial Measures” for a reconciliation of net income (loss) from continuing operations to Adjusted EBITDA.
•Revenue for the first quarter of 2026 increased by $10.4 million, or 90%, to $22.0 million from $11.6 million for the first quarter of 2025. The increase in total revenue is primarily attributable to an increase in rental and aviation sales, accommodation and drilling services revenue.
•Net income for the first quarter of 2026 was $5.2 million, or $0.11 per diluted share, as compared to net loss of $0.5 million, or $(0.01) per diluted share, for the first quarter of 2025.
•Adjusted EBITDA for the first quarter of 2026 was $1.9 million as compared to ($2.3) million for the first quarter of 2025. See “Non-GAAP Financial Measures” for a reconciliation of net income (loss) from continuing operations to Adjusted EBITDA.
We remain focused on increasing equipment utilization, expanding our aviation rental platform, developing our infrastructure services business and maintaining capital discipline. While uncertainty remains regarding commodity prices, tariffs and broader economic conditions, we believe our current liquidity position and operating platform will support continued execution of our business strategy during the remainder of 2026.
We expect to generate positive adjusted EBITDA from continuing operations for the full year 2026.
Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025
Revenue. Revenue for the three months ended MarchJune 31,30, 2026 increased $10.4$13.7 million, or 90%,110%, to $22.0$26.1 million fromcompared $11.6to $12.4 million for the threesame monthsperiod ended March 31,in 2025. The increase in total revenue is primarily attributable to increases in revenue for rental, natural sand proppant, accommodation and drilling services during the three months ended MarchJune 31,30, 2026, which was partially offset by a decrease in revenue for infrastructure services and natural sand proppant services. Revenue by segment was as follows:
Rental Services and Aviation Sales. Rental services and aviation sales revenue increased $11.1$7.1 million, or 584%,229%, to $13.0$10.2 million for the three months ended MarchJune 31,30, 2026 fromcompared $1.9to $3.1 million for the threesame monthsperiod ended March 31,in 2025. The increase inreflected our$5.7 rentalmillion servicesfrom aviation fleet expansion, higher aviation utilization and increased aviation sales revenueactivity. wasAviation primarilyutilization drivenimproved byfrom a34% $10.0during millionthe increaseprior-year inperiod aviationto revenue,71% whichduring wasthe coupledcurrent-year withperiod, awhile 55%fleet increasecapacity inincreased equipmentthrough rentalaircraft revenue.acquisitions completed during 2025 and 2026. The increase in aviation revenue was apartially resultdriven ofby the sale of an auxiliaryairframe powerand unitlanding gear for $6.5$2.0 millionmillion. combinedRevenue withalso increasedbenefited utilization.from a 38% increase in the average number of pieces of equipment rented to customers to 407 for the three months ended June 30, 2026 compared to 296 for the same period in 2025.
Infrastructure Services. Infrastructure services revenue decreased $0.4$0.5 million, or 57%,36%, to $0.3$0.9 million for the three months ended MarchJune 31,30, 2026 fromcompared $0.7to $1.4 million for the threesame monthsperiod ended March 31,in 2025. The decrease in revenue was primarily due to a decrease in fiber optic revenue related to a loss of a customer and decreased activity. Infrastructure results also reflected transition-related costs and underutilization associated with customer changes and the integration of recent acquisitions. Management expects utilization and operating performance to improve as these acquisitions are further integrated and customer activity expands.
Natural Sand Proppant Services. Natural sand proppant services revenue decreasedincreased $2.8$2.6 million, or 42%,48%, to $3.9$8.0 million for the three months ended MarchJune 31,30, 2026 fromcompared $6.7to $5.4 million for the threesame monthsperiod ended March 31,in 2025 primarily due to a 18%$2.9 million increase in freight revenue. This was partially offset by a 5% decrease in tons of sand sold fromto 189,020229,031 tons for the three months ended MarchJune 31,30, 20252026 compared to 155,597241,763 tons for the threesame monthsperiod endedin March 31, 2026,2025, combined with aan 9%immaterial decline in the average price per ton of sand sold fromto $21.49$21.36 per ton during the three months ended MarchJune 31,30, 20252026 compared to $19.49$21.41 per ton duringfor the threesame monthsperiod endedin March2025. 31,The 2026. Averageaverage price per ton of sand sold decreased primarily due to a shift of grade mix. Additionally, the three months ended March 31, 2025 included shortfall revenue of $1.6 million comparedmix to noneinclude formore thecoarse three months ended March 31, 2026. The decrease in revenue also reflects $0.1 million of lower customer freight reimbursements.sand.
Accommodation Services. Accommodation services revenue increased $1.4 million, or 67%,78%, to $3.5$3.2 million for the three months ended MarchJune 31,30, 2026 fromcompared $2.1to $1.8 million for the threesame monthsperiod endedin March2025. 31, 2025 primarily due to anThe increase inreflected utilization.higher occupancy levels and improved utilization driven by increased customer activity. On average, 275259 rooms were utilized during the three months ended MarchJune 31,30, 2026 as compared to 179145 for the threesame monthsperiod ended March 31,in 2025 for our accommodation services.
Drilling Services. Drilling services revenue increased $1.2$3.1 million or 600%443% to $1.4$3.8 million for the three months ended MarchJune 31,30, 2026 fromcompared $0.2to $0.7 million for the threesame monthsperiod endedin March 31, 2025 .2025. The increase in our drilling services revenue was primarily attributable to increased utilization, which increased fromto 2%43% for the three months ended MarchJune 31,30, 20252026 compared to 20%16% for the threesame monthsperiod endedin March2025. 31,This 2026,was coupled with proceeds of $0.3 million from the sale of equipment damaged or lost down-hole and higher average day rates for our drilling services.services for the three months ended June 30, 2026.
Cost of Revenue (exclusive of depreciation, depletion, amortization and accretion). Cost of revenue, exclusive of depreciation, depletion, amortization and accretion, increased $6.4$8.1 million fromto $10.1$19.2 million, or 75%74% of total revenue, for the three months ended MarchJune 31,30, 20252026 compared to $16.5$11.1 million, or 87%90% of total revenue, for the threesame monthsperiod endedin March 31, 2026.2025. Cost of revenue by segment was as follows:
Rental Services and Aviation Sales. Rental services and aviation sales cost of revenue, exclusive of depreciation and amortization, increased $6.7$3.1 million, or 479%,194%, to $8.1$4.7 million for the three months ended MarchJune 31,30, 2026 fromcompared $1.4to $1.6 million for the threesame monthsperiod endedin March2025. 31,The 2025,increase was primarily dueattributable to higher operating activity associated with the aviation fleet expansion, increased utilization and the sale of an auxiliaryairframe powerand unitlanding gear with a cost basis of $5.8$2.0 million, an increase in utilization, and the expansion of our aviation equipment offerings.million. As a percentage of revenue, our rental services cost of revenue, exclusive of depreciation and amortization of $2.6$3.5 million and $0.2$0.9 million for the three months ended MarchJune 31,30, 2026 and 2025, was 62%46% and 74%,52%, respectively. TheDespite decrease as a percentage of revenue is primarily due to anthe increase in equipmentoperating costs, segment margins benefited from higher aircraft utilization as well as higher margins associated with aviation rentals as compared to equipment rentals, resulting inand improved absorption of fixed operating costs.expenses.
Infrastructure Services. Infrastructure services cost of revenue, exclusive of depreciation, decreased $0.4 million, or 44%, to $0.5 million for the three months ended March 31, 2026 from $0.9 million for the three months ended March 31, 2025. As a percentage of revenue, cost of revenue, exclusive of depreciation of $0.1 million for the three months ended March 31, 2026 and 2025, was 167% and 129% for the three months ended March 31, 2026 and 2025, respectively. The increase as a percentage of revenue is primarily due to an increase in subcontractor expense.
Natural Sand Proppant Services. Natural sand proppant services cost of revenue, exclusive of depreciation, depletion and accretion, decreased $1.0 million, or 18%, to $4.5 million for the three months ended March 31, 2026 from $5.5 million for the three months ended March 31, 2025. As a percentage of revenue, cost of revenue, exclusive of depreciation, depletion and accretion of $0.4 million and $0.9 million for the three months ended March 31, 2026 and 2025, was 115% and 82% for the three months ended March 31, 2026 and 2025, respectively. The increase in cost as a percentage of revenue is primarily due to an 18% decrease in tons sold and a 9% decline in average sales price per ton.
Accommodation Services. Accommodation services cost of revenue, exclusive of depreciation and accretion, increased $0.7 million, or 50%, to $2.1 million for the three months ended March 31, 2026 from $1.4 million for the three months ended March 31, 2025. As a percentage of revenue, cost of revenue, exclusive of depreciation and accretion of $0.3 million for the three months ended March 31, 2026 and 2025, was 60% and 67% for the three months ended March 31, 2026 and 2025, respectively. The decrease as a percentage of revenue is primarily due to an increase in utilization, resulting in a lower ratio of fixed costs to variable costs.
DrillingInfrastructure Services. DrillingInfrastructure services cost of revenue, exclusive of depreciation, increased $0.8$0.1 million, or 200%,7%, to $1.2$1.5 million for the three months ended MarchJune 31,30, 2026 fromcompared $0.4to $1.4 million for the threesame monthsperiod ended March 31,in 2025. As a percentage of revenue, cost of revenue, exclusive of depreciation of nominal$0.1 amountsmillion for the three months ended MarchJune 31,30, 2026 and 2025, was 86%167% and 200%100% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The decreaseincrease as a percentage of revenue is primarily due to an increase in compensation and benefits and fuel expense coupled with a decrease in utilization, resulting in a lowerhigher ratio of fixed costs to variable costs.
Natural Sand Proppant Services. Natural sand proppant services cost of revenue, exclusive of depreciation, depletion and accretion, increased $2.4 million, or 45%, to $7.7 million for the three months ended June 30, 2026 compared to $5.3 million for the same period in 2025. As a percentage of revenue, cost of revenue, exclusive of depreciation, depletion and accretion of $0.7 million and $1.4 million for the three months ended June 30, 2026 and 2025, was 96% and 98% for the three months ended June 30, 2026 and 2025, respectively. The decrease in cost as a percentage of revenue is primarily due to an increase in freight revenue, which was offset by a 5% decrease in tons sold and a nominal decline in average sales price per ton.
OtherAccommodation Services. OtherAccommodation services cost of revenue, exclusive of depreciation,depreciation decreasedand $0.3accretion, millionincreased $0.9 million, or 75%, to $0.2$2.1 million for the three months ended MarchJune 31,30, 2026 fromcompared $0.5to $1.2 million for the same period in 2025. As a percentage of revenue, cost of revenue, exclusive of depreciation and accretion of $0.3 million and $0.3 million for the three months ended MarchJune 31,30, 2025.2026 Theand decline2025, iswas primarily66% dueand to67% decreasedfor utilization,the resultingthree inmonths aended higherJune proportion30, 2026 and 2025, respectively. Operating costs increased as utilization improved; however, segment margins benefited from greater absorption of fixed operating costs.costs resulting from higher occupancy.
Drilling Services. Drilling services cost of revenue, exclusive of depreciation, increased $2.2 million, or 275%, to $3.0 million for the three months ended June 30, 2026 compared to $0.8 million for the same period in 2025. As a percentage of revenue, cost of revenue, exclusive of depreciation of immaterial amounts for the three months ended June 30, 2026 and 2025, was 79% and 114% for the three months ended June 30, 2026 and 2025, respectively. The decrease as a percentage of revenue is primarily due to an increase in utilization, resulting in a lower ratio of fixed costs to variable costs.
Selling,Other GeneralServices. andOther Administrative.services Selling,cost generalof andrevenue, administrative,exclusive orof SG&A, represent the costs associated with managing and supporting our operations. SG&Adepreciation, decreased $0.5$0.6 million to $3.6$0.3 million for the three months ended MarchJune 31,30, 2026 fromcompared $4.1to $0.9 million for the threesame monthsperiod ended March 31,in 2025. The decrease is primarily due to alower decreasecompensation inand legalbenefits fees.expense and reduced insurance costs associated with non-operating legacy services.
Selling, General and Administrative. Selling, general and administrative expense decreased $0.8 million, or 16%, to $4.2 million for the three months ended June 30, 2026 compared to $5.0 million for the same period in 2025. The decrease was primarily attributable to lower corporate overhead and professional service costs. SG&A expense represented 16% of revenue during the three months ended June 30, 2026 compared to 40% during the prior-year period, reflecting improved operating leverage on higher revenue levels.
Depreciation, Depletion, Amortization and Accretion. Depreciation, depletion, amortization and accretion totaled $3.5$4.6 million for the three months ended MarchJune 31,30, 2026 compared to $2.1$2.8 million for the threesame monthsperiod ended March 31,in 2025. The increase is primarily attributable to increased depreciation of property, plant and equipment resulting from aviation assets being placed into service.
Gains on Disposal of Assets, Net. GainsNet gains on the disposal of assets, net were $0.7$4.6 million compared to $3.5$1.1 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Gains on the disposal of assets is primarily related to the sale of drilling rigs for the three months ended June 30, 2026 and trucks and field equipment for the same period in 2025.
Impairment of Long-Lived Assets. During the three months ended June 30, 2025, the Company’s management made the decision to market assets related to its natural sand proppant operations at its Piranha Proppant LLC and Muskie Proppant LLC processing plants. As a result, the Company recognized impairment expense on these assets totaling $31.7 million during the three months ended June 30, 2025. There was no similar activity during the three months ended June 30, 2026.
Operating Loss.Income (Loss). We reported operating lossincome of $0.9$2.6 million for the three months ended MarchJune 31,30, 2026 compared to an operating loss of $1.2$37.1 million for the threesame monthsperiod ended March 31,in 2025. The decreaseincrease in operating lossincome is primarily due to an increase in activity for our rental, accommodation and drilling services.
Interest Income, Net. Interest income, net of interest expense and financing charges was $0.5 million for the three months ended March 31, 2026 compared to $0.1 million for the three months ended March 31, 2025.
Unrealized Gain on Marketable Securities, Net. Unrealized gain on marketable securities, net was $7.1 million for the three months ended March 31, 2026 compared to zero for the three months ended March 31, 2025, as the Company did not hold marketable securities during the prior‑year period.
Other IncomeInterest (Expense), Income, Net. OtherInterest income, netexpense was $0.6$0.8 million for the three months ended MarchJune 31,30, 2026 compared to otherinterest expense, netincome of $0.3 million for the same period in 2025. The increase in interest expense is primarily due to a one time charge of $1.2 million of unamortized debt issuance costs during the three months ended MarchJune 31,30, 2025.2026 in relation to the new credit agreement.
Loss on Marketable Securities, Net. Net loss on marketable securities was $1.1 million for the three months ended June 30, 2026 compared to the prior‑year period in which no marketable securities were held.
Other Expense, Net. Other expense, net was $0.1 million for the three months ended June 30, 2026 compared to $0.6 million for the same period in 2025.
Provision (Benefit) for Income Taxes. We recorded income tax expense of $1.5$1.9 million on pre-tax income of $6.1$0.7 million for the three months ended MarchJune 31,30, 2026 compared to $0.8income tax benefit of $0.9 million on pre-tax loss of $1.4$37.5 million for the threesame monthsperiod ended March 31,in 2025. Our effective tax rates were 23.7%282.9% and 59.4%2.5% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The increase in the effective tax rate was primarily attributable to changes in valuation allowances, interest and penalties, withholding taxes and other foreign tax items, as well as the change from a pre-tax loss for the three months ended MarchJune 31,30, 2026 differed from the statutory rate of 21% primarily due2025 to changespre-tax in the valuation allowance and interest and penalties recognized during the period. The effective tax rateincome for the three months ended MarchJune 31,30, 2025 differed from the statutory rate of 21% primarily due to interest and penalties recognized during the period.2026.
Discontinued Operations. We recorded net income from discontinued operations, net of income taxes totaling $0.5$0.4 million during the three months ended MarchJune 31,30, 2026 compared to $1.7$45.4 million for the threesame monthsperiod ended March 31,in 2025. See Note 4 of the notes to our unaudited condensed consolidated financial statements for a breakout of the results of operations for our discontinued operations.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Revenue. Revenue for the six months ended June 30, 2026 increased $24.1 million, or 100%, to $48.1 million from $24.0 million for the same period in 2025. The increase in total revenue is primarily attributable to increases in rental, accommodation and drilling services, partially offset by decreases in infrastructure services and natural sand proppant services revenue. Revenue by segment was as follows:
Rental Services and Aviation Sales. Rental services and aviation sales revenue increased $18.2 million, or 364%, to $23.2 million for the six months ended June 30, 2026 compared to $5.0 million for the same period in 2025. Revenue growth was driven by aviation fleet expansion, increased aircraft utilization and higher aviation sales activity. Aviation rental revenue increased $15.8 million and equipment rental revenue increased $2.4 million. The increase in aviation revenue was partially driven by the sale of an auxiliary power unit and an airframe and landing gear for $8.5 million. The increase in our equipment rental revenue was driven by a 51% increase in the average number of pieces of equipment rented to customers to 398 for the six months ended June 30, 2026 compared to 264 for the same period in 2025.
Infrastructure Services. Infrastructure services revenue decreased $0.9 million, or 43%, to $1.2 million for the six months ended June 30, 2026 compared to $2.1 million for the same period in 2025. The decrease in revenue was primarily due to a decrease in fiber optic revenue related to a loss of a customer and decreased activity. Infrastructure results also reflected transition-related costs and underutilization associated with customer changes and the integration of recent acquisitions. Management expects utilization and operating performance to improve as these acquisitions are further integrated and customer activity expands.
Natural Sand Proppant Services. Natural sand proppant services revenue decreased $0.3 million, or 2%, to $11.8 million for the six months ended June 30, 2026 compared to $12.1 million for the same period in 2025. The decrease in our natural sand proppant services revenue was primarily due to a 11% decrease in tons of sand sold to approximately 384,628 tons for the six months ended June 30, 2026 compared to approximately 430,783 tons for the same period in 2025, coupled with a 4% decrease in the average sales price per ton of sand sold to $20.60 per ton during the six months ended June 30, 2026 compared to $21.44 per ton for the same period in 2025. The average price per ton of sand sold decreased primarily due to a shift of grade mix to include more coarse sand.
Accommodation Services. Accommodation services revenue increased $2.9 million, or 76%, to $6.7 million for the six months ended June 30, 2026, compared to $3.8 million for the same period in 2025. Revenue growth reflected increased occupancy. On average, 267 rooms were utilized during the six months ended June 30, 2026 compared to 162 for the same period in 2025 for our accommodation services.
Drilling Services. Drilling services revenue increased $4.3 million, or 478%, to $5.2 million for the six months ended June 30, 2026, compared to $0.9 million for the same period in 2025. The increase in our drilling services revenue was primarily attributable to increased utilization, which increased to 32% for the six months ended June 30, 2026 compared to 15% for the same period in 2025. This was coupled with proceeds of $0.3 million from the sale of equipment damaged or lost down-hole and higher average day rates for our drilling services for the six months ended June 30, 2026.
Cost of Revenue (exclusive of depreciation, depletion, amortization and accretion). Cost of revenue, exclusive of depreciation, depletion, amortization and accretion, increased $14.5 million to $35.7 million, or 74% of total revenue, for the six months ended June 30, 2026, compared to $21.2 million, or 88% of total revenue, for the same period in 2025. Cost of revenue by segment was as follows:
TUSK insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 4 Form 4 filings (3 insiders, 6 trade dates, 4,034,574 shares, about $10.5M) and open-market sales in 0 filings. Net open-market shares: 4,034,574 (purchases minus sales); net value about $10.5M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-16 | Plaumann Mark Lawrence |
Open-market purchase | 5,000 | $3.00 | $15.0K |
| 2026-06-26 | Lancaster Phillip |
Other | 68,152 | — | — |
| 2026-06-17 | Jacobi Paul M. |
Other | 3,211 | — | — |
| 2026-06-17 | Amron Holdings Llc |
Other | 10,329 | — | — |
| 2026-06-17 | Amron Holdings Llc |
Other | 19,121 | — | — |
| 2026-06-17 | Wexford Gp Llc |
Other | 6,354,667 | — | — |
| 2026-06-17 | Wexford Gp Llc |
Open-market purchase | 4,019,574 | $2.60 | $10.5M |
| 2026-06-17 | Wexford Gp Llc |
Other | 1,072,896 | — | — |
| 2026-06-17 | Cd Holding Company, Llc |
Other | 4,066,610 | — | — |
| 2026-06-17 | Cd Holding Company, Llc |
Other | 2,403,831 | — | — |
| 2026-06-12 | Amron Arthur H |
Open-market purchase | 2,000 | $3.28 | $6.6K |
| 2026-06-11 | Amron Arthur H |
Open-market purchase | 2,500 | $3.22 | $8.1K |
| 2026-05-28 | Amron Arthur H |
Open-market purchase | 3,000 | $3.25 | $9.8K |
| 2026-05-26 | Amron Arthur H |
Open-market purchase | 2,500 | $3.24 | $8.1K |
Well-known investors holding TUSK (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 452,163 | $1.5M | 0.0% | Added 36% |
| Renaissance Technologies | 2026-06-30 | 292,280 | $949.9K | 0.0% | Added 26% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 177,824 | $577.9K | 0.0% | Added 166% |
| Millennium Management (Israel Englander) | 2026-06-30 | 124,186 | $403.6K | 0.0% | New position |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 72,091 | $234.3K | 0.0% | New position |
| Two Sigma Investments | 2026-06-30 | 58,538 | $190.2K | 0.0% | New position |