v3.26.1
Acquisitions (Tables)
 3 Months Ended
Mar. 31, 2026
PropFlow Acquisition  
Business Combination [Line Items]  
Schedule of Fair Value of the Consideration

There have been no adjustments to consideration since December 31, 2025. Refer to the table below for the acquisition-date fair value of the consideration as of July 28, 2025 and December 31, 2025 (in thousands):

 

 

July 28, 2025

 

 

Adjustments

 

 

December 31, 2025

 

Cash to sellers at close

 

$

6,513

 

 

$

—

 

 

$

6,513

 

Debt payments

 

 

14,806

 

 

 

—

 

 

 

14,806

 

Seller transaction expenses

 

 

1,793

 

 

 

—

 

 

 

1,793

 

Holdback amount (1)

 

 

2,500

 

 

 

—

 

 

 

2,500

 

Contingent consideration (2)

 

 

10,200

 

 

 

(4,950

)

 

 

5,250

 

Total

 

$

35,812

 

 

$

(4,950

)

 

$

30,862

 

(1) This amount represents (i) cash holdbacks subject to changes from estimated to actual net working capital amounts and other customary purchase price adjustments and (ii) cash holdbacks to satisfy post-closing indemnity claims, if any, in accordance with the PropFlow Purchase Agreement (“holdback amount”). The amount in the table above is based on management’s best estimate as of July 28, 2025 and may be subject to further adjustments.

(2) Contingent consideration to be paid to BCA HoldCo pursuant to the PropFlow Purchase Agreement, subject to the achievement of certain revenue targets.
Fair Value Measurement was Bbased on Unobservable Inputs Classified as Level 3 within the Fair Value Hierarchy This fair value measurement was based on unobservable inputs, including management estimates and assumptions about the future achievement of milestones and future estimate of revenues, and is, therefore, classified as Level 3 within the fair value hierarchy presented in Note 16 - Fair Value Measurements. The key inputs as of the acquisition date are outlined below:

Key Inputs

 

December 31, 2025

 

 

December 31, 2026

 

 

December 31, 2027

 

 

Risk-Free Rate

 

 

4.40

%

 

 

4.12

%

 

 

3.92

%

 

Continuous Risk-Free Rate

 

 

4.31

%

 

 

4.04

%

 

 

3.85

%

 

Systems Revenue Discount Rate

 

 

19.75

%

 

 

19.75

%

 

 

19.75

%

 

Sand and Logistics Discount Rate

 

 

19.75

%

 

 

19.75

%

 

 

19.75

%

 

Systems Rental Revenue Volatility

 

 

40.10

%

 

 

40.10

%

 

 

40.10

%

 

Sand and Logistics Revenue Volatility

 

 

40.10

%

 

 

40.10

%

 

 

40.10

%

 

Credit Valuation Adjustment

 

Not Applicable

 

 

 

11.55

%

 

 

11.34

%

 
Schedule of Recognized Fair Value of Identified Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the purchase price to the fair value of assets acquired and liabilities assumed as of July 28, 2025, including adjustments through the measurement period. There were no adjustments since December 31, 2025. Refer to the table below (in thousands):

 

 

Fair Value

 

 

 

July 28, 2025

 

 

Adjustments

 

 

December 31, 2025

 

Cash and cash equivalents

 

$

455

 

 

$

—

 

 

$

455

 

Accounts receivable

 

 

3,733

 

 

 

—

 

 

 

3,733

 

Property, plant and equipment

 

 

13,417

 

 

 

—

 

 

 

13,417

 

Intangible assets

 

 

9,750

 

 

 

(1,300

)

 

 

8,450

 

Operating lease right-of-use assets

 

 

471

 

 

 

—

 

 

 

471

 

Other long-term assets

 

 

14

 

 

 

—

 

 

 

14

 

Accounts payable

 

 

(1,536

)

 

 

—

 

 

 

(1,536

)

Accrued liabilities

 

 

(246

)

 

 

—

 

 

 

(246

)

Operating lease liabilities

 

 

(471

)

 

 

—

 

 

 

(471

)

Goodwill

 

 

10,225

 

 

 

(3,650

)

 

 

6,575

 

Net Assets Acquired

 

$

35,812

 

 

$

(4,950

)

 

$

30,862

 
Moser Acquisition  
Business Combination [Line Items]  
Schedule of Fair Value of the Consideration

There have been no adjustments to consideration since December 31, 2025. Refer to the table below for the acquisition-date fair value of the consideration as of February 24, 2025 and December 31, 2025 (in thousands):

 

 

February 24, 2025

 

 

Adjustments

 

 

December 31, 2025

 

Cash to sellers at close (1)

 

$

187,535

 

 

$

—

 

 

$

187,535

 

Stock consideration (2)

 

 

35,385

 

 

 

(1,481

)

 

 

33,904

 

Total

 

$

222,920

 

 

$

(1,481

)

 

$

221,439

 

(1) Includes payment of debt and transaction costs paid on behalf of the Seller.

(2) Stock consideration is measured at fair value as of the Moser Closing Date (the “Moser Stock Consideration”) by taking the product of (a) the 1,727,764 closing shares (as defined in the Moser Purchase Agreement) and (b) the low price per share of $20.48 on February 24, 2025, which is in line with ASC 820, “Fair Value Measurement” and company policy as an accounting policy election under ASC 235, “Notes to Financial Statements.” During the measurement period, there was a reduction to the equity consideration of $1.5 million due to 72,106 shares being returned to the Company. The adjustment was made in accordance with the terms of the post-closing settlement from the Moser Purchase Agreement.
Schedule of Recognized Fair Value of Identified Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the purchase price to the fair value of assets acquired and liabilities assumed as of February 24, 2025, including adjustments through the measurement period. There were no adjustments since December 31, 2025. Refer to the table below (in thousands):

 

 

Fair Value

 

 

 

 

February 24, 2025

 

 

Adjustments

 

 

December 31, 2025

 

 

Cash and cash equivalents

 

$

6,024

 

 

$

—

 

 

$

6,024

 

 

Accounts receivable

 

 

12,579

 

 

 

—

 

 

 

12,579

 

 

Spare parts inventories

 

 

11,278

 

 

 

(711

)

 

 

10,567

 

 

Prepaid expenses and other current assets

 

 

559

 

 

 

—

 

 

 

559

 

 

Property, plant and equipment

 

 

65,303

 

 

 

(956

)

 

 

64,347

 

 

Intangible assets

 

 

102,400

 

 

 

(13,200

)

 

 

89,200

 

 

Operating lease right-of-use assets

 

 

5,423

 

 

 

—

 

 

 

5,423

 

 

Finance lease right-of-use assets

 

 

1,414

 

 

 

—

 

 

 

1,414

 

 

Accounts payable

 

 

(3,618

)

 

 

—

 

 

 

(3,618

)

 

Accrued liabilities

 

 

(2,375

)

 

 

—

 

 

 

(2,375

)

 

Current portion of operating lease liabilities

 

 

(1,239

)

 

 

—

 

 

 

(1,239

)

 

Current portion of finance lease liabilities

 

 

(561

)

 

 

—

 

 

 

(561

)

 

Current portion of deferred revenue

 

 

(923

)

 

 

—

 

 

 

(923

)

 

Other current liabilities

 

 

(4

)

 

 

—

 

 

 

(4

)

 

Deferred tax liabilities

 

 

(35,594

)

 

 

3,348

 

 

 

(32,246

)

 

Operating lease liabilities

 

 

(4,184

)

 

 

—

 

 

 

(4,184

)

 

Finance lease liabilities

 

 

(853

)

 

 

—

 

 

 

(853

)

 

Goodwill

 

 

67,291

 

 

 

10,038

 

 

 

77,329

 

 

Net Assets Acquired

 

$

222,920

 

 

$

(1,481

)

 

$

221,439