v3.25.1
Fair Value Measurements
3 Months Ended
Mar. 31, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.
In determining fair value, the Company uses various valuation approaches and establishes a hierarchy for inputs used in measuring fair value that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used, when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions other market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the observability of inputs as follows:
Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree of judgment.
Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The fair values of cash, cash equivalents and restricted cash, accounts receivable, accounts payable, accrued and other current liabilities, and long-term debt are estimated to be approximately equivalent to carrying amounts as of March 31, 2025 and December 31, 2024 and have been excluded from the table below.
Assets measured at fair value on a recurring basis are set forth below:
(in thousands)
Estimated fair value measurements
BalanceQuoted prices in active market
(Level 1)
Significant other observable inputs (Level 2)Significant other unobservable inputs (Level 3)Total gains
(losses)
March 31, 2025:
Short-term investment$8,032 $8,032 $— $— $183 
Business acquisition contingent consideration payable$8,000 $— $— $8,000 $300 
December 31, 2024:
Short-term investment$7,849 $7,849 $— $— $105 
Business acquisition contingent consideration payable$8,300 $— $— $8,300 $2,600 
Short-term investment— On September 1, 2022, the Company received 2.6 million common shares of STEP Energy Services Ltd. ("STEP") with an estimated fair value of $11.8 million as part of the consideration for the sale of our coiled tubing assets to STEP. The shares were treated as an investment in equity securities measured at fair value using Level 1 inputs based on observable prices on the Toronto Stock Exchange and are shown under current assets in our condensed consolidated balance sheets. As of March 31, 2025, the fair value of the short-term investment was estimated at $8.0 million. The fluctuation in stock price resulted in an unrealized gain of $0.2 million for the three months ended March 31, 2025. The fluctuation in stock price resulted in an unrealized loss of $0.6 million for the three months ended March 31, 2024. Included in the unrealized loss for the three months ended March 31, 2024 was a loss of $0.2 million resulting from non-cash foreign currency translation during the three months ended March 31, 2024. The unrealized gain and loss resulting from stock price fluctuation and the unrealized loss resulting from non-cash foreign currency translation are included in other income (expense) in our condensed consolidated statements of operations. The Company is restricted from selling, transferring or assigning more than 0.9 million shares in any one calendar month.
Business acquisition contingent consideration payable— On May 31, 2024, the Company completed the acquisition of all of the outstanding equity interests in AquaProp in exchange for $13.7 million of cash, $3.7 million of deferred cash consideration payable to AquaProp's seller by May 31, 2025, the payoff of $7.2 million of assumed debt, the payment of $0.3 million of certain transaction costs and estimated contingent consideration of $10.9 million. The contingent consideration payable was measured at fair value using Level 3 inputs based on the probability-weighted expected return method and is shown under other long-term liabilities in our condensed consolidated balance sheets. The fair value of the contingent consideration payable is remeasured at the end of each reporting period using the probability-weighted expected return method. As of March 31, 2025, the estimated fair value of the contingent consideration payable was $8.0 million resulting in a $0.3 million decrease from December 31, 2024. The decrease in the estimated fair value of the contingent consideration payable was primarily driven by updated projections regarding the probability of different scenarios and the amount and timing of additional equipment to be delivered by the seller under those scenarios. Increases or decreases in any valuation inputs in isolation may result in a significantly lower or higher fair value measurement in the future.
The following table presents a reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3):
(in thousands)March 31, 2025December 31, 2024
Business acquisition contingent consideration payable - opening balance$8,300 $— 
Addition— 10,900 
Decrease in estimated fair value (1)
(300)(2,600)
Business acquisition contingent consideration payable - closing balance$8,000 $8,300 
(1)The decrease in the estimated fair value of the business acquisition contingent consideration payable is included in general and administrative expenses in our condensed consolidated statements of operations for the three months ended March 31, 2025 and the year ended December 31, 2024.
Assets Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis. These items are not measured at fair value on an ongoing basis but may be subject to fair value adjustments in certain circumstances. These assets and liabilities include those recognized in the AquaProp Acquisition, which are required to be measured at fair value on the acquisition date according to the FASB ASC Topic 805, Business Combinations.
Whenever events or circumstances indicate that the carrying value of long-lived assets may not be recoverable, the Company reviews the carrying values of long‑lived assets, such as property and equipment and other assets to determine if they are recoverable. If any long‑lived assets are determined to be unrecoverable, an impairment expense is recorded in the period. No impairment of property and equipment was recorded during the three months ended March 31, 2025 and 2024.
There were no additions to goodwill during the three months ended March 31, 2025 and 2024. The hydraulic fracturing operating segment (which is also considered a reporting unit) is the only segment with goodwill at March 31, 2025 and December 31, 2024. There were no goodwill impairment losses during the three months ended March 31, 2025 and 2024, respectively. We conducted our annual impairment test of goodwill in accordance with ASC 350, Intangibles—Goodwill and Other, as of December 31, 2024 and determined that the goodwill in our wireline operating segment and reporting unit with a carrying value of $23.6 million was fully impaired.
There were no assets or liabilities subject to nonrecurring fair value measurements during the three months ended March 31, 2025 or 2024.