Quarterly report [Sections 13 or 15(d)]

Discontinued Operations

v3.25.3
Discontinued Operations
 9 Months Ended
Sep. 30, 2025
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations Discontinued Operations
T&D Transaction
On April 11, 2025, Lion Power Services LLC (“Lion”), a subsidiary of the Company, entered into an Equity Interest Purchase Agreement (the “T&D Agreement”), as the seller, with Peak Utility Services Group, Inc. (“Peak”), as the buyer, pursuant to which Lion sold all equity interests in its wholly-owned subsidiaries 5 Star Electric, LLC (“5 Star”), Higher Power Electrical, LLC (“Higher Power”) and Python Equipment LLC (“Python”) (the “T&D Transaction”). These subsidiaries provided transmission, distribution and substation services and were previously included in the Company’s Infrastructure segment, as defined in Note 19. The T&D Transaction was completed simultaneously with the signing of the T&D Agreement on April 11, 2025. The aggregate sales price in connection with the T&D Transaction was approximately $108.7 million, subject to customary post-closing adjustments. Of the $108.7 million, $98.3 million was paid to Lion and the remaining $10.4 million was deposited into an escrow account for the purposes of funding post-closing adjustments for at least ninety days and indemnified liabilities until at least May 15, 2026. The T&D Agreement includes customary representations, warranties and covenants by the parties. In addition, the T&D Agreement provides for customary indemnification rights with respect to a breach of a representation, warranty or covenant by either party, subject to customary thresholds and caps on liability.

Pressure Pumping Transaction
On June 16, 2025, Stingray Pressure Pumping LLC (“Stingray”) and Mammoth Equipment Leasing LLC (“Mammoth Equipment”), subsidiaries of the Company, entered into an Equipment Purchase Agreement (the “Pressure Pumping Agreement”), as the sellers, with MGB Manufacturing, LLC (“MGB”), as the buyer, pursuant to which Stingray and Mammoth Equipment sold all of the Company’s equipment used in its hydraulic fracturing services, which was included in the Company’s historical well completion segment, to MGB for $15.0 million (the “Pressure Pumping Transaction” and collectively with the T&D Transaction, the “Transactions”). The Pressure Pumping Transaction was completed simultaneously with the signing of the Pressure Pumping Agreement on June 16, 2025. In conjunction with the Pressure Pumping Transaction, the Company has ceased operations of its sand hauling and equipment manufacturing services, which operations primarily served Stingray and Mammoth Equipment. All assets and liabilities associated with the Company’s sand hauling and equipment manufacturing services are included in discontinued operations.

The Transactions and ceasing operations of the Company’s sand hauling and equipment manufacturing services reflect a strategic shift in the Company’s business. Therefore, the results of operations and cash flows of the services discussed above are classified as discontinued operations in the Company’s unaudited condensed consolidated statements of operations and comprehensive income (loss) and unaudited condensed consolidated statements of cash flows for all periods presented. The related assets and liabilities associated with the discontinued operations are included in the financial statement line items labeled discontinued operations in the unaudited condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024. Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, results of operations and cash flows of the services discussed above. The discontinued operations exclude general corporate allocations.

The following table presents the major classes of assets and liabilities of discontinued operations (in thousands):
T&D Transaction Pressure Pumping Transaction
September 30, December 31, September 30, December 31,
2025 2024 2025 2024
Carrying amounts of the major classes of assets included in discontinued operations:
Cash and cash equivalents $ —  $ —  $ 59  $ 122 
Restricted cash —  2,000  —  — 
Accounts receivable, net —  22,408  1,098  12,843 
Inventories —  —  1,114  8,271 
Other current assets —  404  287  338 
Total current assets of discontinued operations —  24,812  2,558  21,574 
Property, plant and equipment, net —  13,190  4,142  35,166 
Operating lease right-of-use assets —  1,202  250  494 
Goodwill —  —  —  9,214 
Other non-current assets —  75  —  — 
Total noncurrent assets of discontinued operations —  14,467  4,392  44,874 
Total assets of discontinued operations $ —  $ 39,279  $ 6,950  $ 66,448 
Carrying amounts of the major classes of liabilities included in discontinued operations:
Accounts payable $ —  $ 4,673  $ 253  $ 14,346 
Accrued expenses and other current liabilities —  6,621  597  784 
Current operating lease liabilities —  248  202  302 
Total current liabilities of discontinued operations —  11,542  1,052  15,432 
Long-term operating lease liabilities —  954  —  — 
Other long-term liabilities —  6,415  —  — 
Total noncurrent liabilities of discontinued operations —  7,369  —  — 
Total liabilities of discontinued operations $ —  $ 18,911  $ 1,052  $ 15,432 
The following tables present the major components from discontinued operations in the Company’s unaudited condensed consolidated statements of operations and comprehensive income (loss) (in thousands):
T&D Transaction Pressure Pumping Transaction
Three Months Ended September 30, Three Months Ended September 30,
2025 2024 2025 2024
Services revenue $ —  $ 21,692  $ 207  $ 1,271 
COST, EXPENSES AND GAINS
Cost of revenue 519  18,771  2,286  5,768 
Selling, general and administrative 53  1,470  310  452 
Depreciation and amortization —  568  34  2,459 
Gains on disposal of assets, net —  (41) (851) (60)
Total cost, expenses and gains, net 572  20,768  1,779  8,619 
Operating (loss) income (572) 924  (1,572) (7,348)
OTHER (INCOME) EXPENSE
Interest expense, net —  8,177  44  490 
Other expense, net —  13  1  1 
Total other expense, net —  8,190  45  491 
Loss before income taxes (572) (7,266) (1,617) (7,839)
(Benefit) provision for income taxes (1,632) 72  —  — 
Net income (loss) from discontinued operations, net of income taxes $ 1,060  $ (7,338) $ (1,617) $ (7,839)
T&D Transaction Pressure Pumping Transaction
Nine Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Services revenue $ 29,553  $ 68,558  $ 41,916  $ 17,756 
COST, EXPENSES AND GAINS
Cost of revenue 25,897  56,965  41,793  22,603 
Selling, general and administrative 1,899  4,584  1,552  1,545 
Depreciation and amortization 957  1,830  5,738  8,076 
(Gains) losses on disposal of assets, net (20) (984) (1,488) 125 
Impairment of goodwill —  —  9,214  — 
Total cost, expenses and gains, net 28,733  62,395  56,809  32,349 
Operating income (loss) 820  6,163  (14,893) (14,593)
OTHER (INCOME) EXPENSE
Interest expense (income), net 59  10,211  (420) 1,479 
Other (income) expense, net (122) 32  4  2 
(Gain) loss on divestiture (83,747) —  24,974  — 
Total other (income) expense, net (83,810) 10,243  24,558  1,481 
Income (loss) before income taxes 84,630  (4,080) (39,451) (16,074)
Provision (benefit) for income taxes 1,418  104  (1,262) — 
Net income (loss) from discontinued operations, net of income taxes $ 83,212  $ (4,184) $ (38,189) $ (16,074)
Assets and Liabilities Held for Sale
During the nine months ended September 30, 2025, the Company reclassified certain contract drilling assets and natural sand proppant assets as held for sale. At September 30, 2025, the Company’s contract drilling assets remain classified as held for sale, as the fair value, less estimated selling costs, of the disposal group continues to be greater than the carrying value. The Company continues to monitor the fair value of assets classified as held for sale at each reporting period in accordance with ASC 360.

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, which were previously classified as held for sale. The sale resulted in a loss of $2.4 million, recorded in “losses (gains) on disposal of assets, net” on the unaudited condensed consolidated statements of operations and comprehensive income (loss) for the period. At September 30, 2025, the Company had no remaining natural sand proppant assets classified as held for sale, and liabilities held for sale were a nominal amount.