Exhibit 99.2
PILOT WATER SOLUTIONS LLC AND SUBSIDIARIES
Unaudited Condensed Consolidated Financial Statements
As of June 30, 2026 and December 31, 2025, and for the Six Months Ended June 30, 2026 and 2025
PILOT WATER SOLUTIONS LLC AND SUBSIDIARIES
Table of Contents
| Page(s) | |
| Unaudited Condensed Consolidated Balance Sheets | 1 |
| Unaudited Condensed Consolidated Statements of Operations | 2 |
| Unaudited Condensed Consolidated Statements of Changes in Members’ Equity | 3 |
| Unaudited Condensed Consolidated Statements of Cash Flows | 4 |
| Notes to the Unaudited Condensed Consolidated Financial Statements | 5-13 |
Pilot Water Solutions LLC and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
(in thousands)
| June 30, 2026 | December 31, 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 46,588 | $ | 59,295 | ||||
| Accounts receivables, net | 49,807 | 48,036 | ||||||
| Other receivables | 5,340 | 3,357 | ||||||
| Prepaid expenses and other current assets | 10,196 | 8,859 | ||||||
| Total current assets | 111,931 | 119,547 | ||||||
| Property, plant, and equipment, net | 661,512 | 621,828 | ||||||
| Goodwill | 29,469 | 29,469 | ||||||
| Intangible assets, net | 66,832 | 69,342 | ||||||
| Right-of-use asset | 17,243 | 17,924 | ||||||
| Other assets | 681 | 767 | ||||||
| Total assets | $ | 887,668 | $ | 858,877 | ||||
| Liabilities and Members’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 15,104 | $ | 8,220 | ||||
| Accrued expenses and other current liabilities | 59,601 | 41,288 | ||||||
| Due to related parties | 1,658 | 105 | ||||||
| Total current liabilities | 76,363 | 49,613 | ||||||
| Asset retirement obligations | 23,719 | 24,446 | ||||||
| Operating lease liabilities | 6,230 | 7,211 | ||||||
| Revolving line of credit payable to related parties | 428,511 | 428,161 | ||||||
| Total liabilities | 534,823 | 509,431 | ||||||
| Members’ equity: | ||||||||
| Paid-in capital | 346,523 | 346,523 | ||||||
| Retained earnings | 5,341 | 1,836 | ||||||
| Total members’ equity attributable to PWS | 351,864 | 348,360 | ||||||
| Noncontrolling interest | 981 | 1,087 | ||||||
| Total liabilities and members’ equity | $ | 887,668 | $ | 858,877 | ||||
1
Pilot Water Solutions LLC and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
(in thousands)
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | 133,882 | $ | 130,200 | ||||
| Cost and operating expenses: | ||||||||
| Direct operating cost | 73,236 | 70,472 | ||||||
| Depreciation, amortization and accretion | 23,981 | 23,351 | ||||||
| Impairment of property, plant, and equipment | 2,846 | 43 | ||||||
| General and administrative | 16,350 | 10,019 | ||||||
| Total cost and expenses | 116,413 | 103,885 | ||||||
| Operating income | 17,469 | 26,315 | ||||||
| Other (income) expenses: | ||||||||
| Related party interest expense | 14,847 | 16,293 | ||||||
| Other income | (787 | ) | (2,562 | ) | ||||
| Total other expenses | 14,060 | 13,731 | ||||||
| Net income before income taxes | 3,409 | 12,584 | ||||||
| Income tax expense | — | — | ||||||
| Net income | 3,409 | 12,584 | ||||||
| Net (loss) attributable to noncontrolling interests | (96 | ) | (50 | ) | ||||
| Net income attributable to PWS | $ | 3,505 | $ | 12,634 | ||||
2
Pilot Water Solutions LLC and Subsidiaries
Unaudited Condensed Consolidated Statement of Changes in Members’ Equity
(in thousands)
| Members’ equity | Retained earnings | Noncontrolling interest | Total | |||||||||||||
| Balances at January 1, 2025 | $ | 346,523 | $ | (10,556 | ) | $ | 1,345 | $337,312 | ||||||||
| Distributions | — | — | (61 | ) | (61) | |||||||||||
| Net income (loss) | — | 12,634 | (50 | ) | 12,584 | |||||||||||
| Balances at June 30, 2025 | $ | 346,523 | $ | 2,078 | $ | 1,234 | $349,835 | |||||||||
| Members’ equity | Retained earnings | Noncontrolling interest | Total | |||||||||||||
| Balances at January 1, 2026 | $ | 346,523 | $ | 1,836 | $ | 1,087 | $349,447 | |||||||||
| Distributions | — | — | (10 | ) | (10) | |||||||||||
| Net income (loss) | — | 3,505 | (96 | ) | 3,409 | |||||||||||
| Balances at June 30, 2026 | $ | 346,523 | $ | 5,341 | $ | 981 | $352,845 | |||||||||
3
Pilot Water Solutions LLC and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 3,409 | $ | 12,584 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 23,302 | 22,710 | ||||||
| Non-cash interest expense | 1,641 | 1,564 | ||||||
| Amortization of deferred financing cost | 350 | 350 | ||||||
| Accretion of asset retirement obligation | 679 | 641 | ||||||
| Loss (Gain) on disposal of property, plant and equipment | 2,054 | (1,539 | ) | |||||
| Impairment of property, plant and equipment | 2,846 | 43 | ||||||
| Other | — | 1,983 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (1,772 | ) | (7,910 | ) | ||||
| Prepaid expenses and other current assets | (3,314 | ) | 1,253 | |||||
| Other assets | (900 | ) | (2,179 | ) | ||||
| Due to related parties | 1,553 | (161 | ) | |||||
| Accounts payable | 655 | (7,037 | ) | |||||
| Accrued expenses and other current liabilities | 6,858 | 6,989 | ||||||
| Net cash provided by operating activities | 37,361 | 29,291 | ||||||
| Cash flows from investing activities: | ||||||||
| Purchases of property, plant and equipment | (50,839 | ) | (27,987 | ) | ||||
| Proceeds from sale of property, plant and equipment | 781 | 1,700 | ||||||
| Net cash used in investing activities | (50,058 | ) | (26,287 | ) | ||||
| Cash flows from financing activities | ||||||||
| Distributions to noncontrolling interest | (10 | ) | (61 | ) | ||||
| Net cash used by financing activities | (10 | ) | (61 | ) | ||||
| Net (decrease) increase in cash | (12,707 | ) | 2,943 | |||||
| Cash at beginning of period | 59,295 | 36,030 | ||||||
| Cash at end of period | $ | 46,588 | $ | 38,973 | ||||
| Noncash investing activities: | ||||||||
| Purchases of property, plant, and equipment in accounts payable and accrued expenses and other current liabilities | 27,762 | 5,815 | ||||||
| Right-of-use assets exchanged for operating lease liabilities | — | 5,112 | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid to related party for interest | 14,590 | 21,600 | ||||||
4
Pilot Water Solutions LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Dollars in thousands
(1) Business Description
Pilot Water Solutions LLC (PWS or the Company), together with its subsidiaries, is an integrated, growth-oriented company engaged in providing fundamental midstream services to oil and energy exploration companies. Services consist of fluid transportation, fluid pumping, fluid disposals, produced water recycling and fresh water supply. The Company also sells residual oil it recovers from the water and chemically treated saltwater and flowback water as recycled water.
Pilot Travel Centers LLC holds a 79.5% equity stake in PWS. The remaining 20.5% is owned by Minerva Infrastructure IA LLC (Minerva).
(2) Summary of Significant Accounting Policies and Practices
A summary of significant accounting policies used in the preparation of the accompanying unaudited condensed consolidated financial statements is as follows:
(a) Basis of Presentation
The unaudited condensed consolidated financial statements of the Company have been prepared pursuant to accounting principles generally accepted in the United States of America (U.S. GAAP) and have been prepared on the same basis as the Company’s audited consolidated financial statements for the year ended December 31, 2025, and, in the opinion of management, reflect all adjustments considered necessary to present fairly the Company’s financial position as of June 30, 2026, its results of operations, changes in members’ equity and cash flows for the six months ended June 30, 2026 and 2025. All adjustments are of a normal, recurring nature.
(b) Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of PWS, its wholly owned subsidiaries, and all subsidiaries in which PWS, either directly or indirectly, exerts control over the management of those entities. All intercompany balances and transactions have been eliminated in consolidation.
Noncontrolling interests represent interests held in individual well partnerships.
(c) Cash
Cash includes cash on deposit. The Company’s cash is deposited with financial institutions located in the United States.
(d) Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for credit losses for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and each customer’s financial condition, the amount and number of receivables in dispute, and the current receivables aging and current payment patterns. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis by risk profile. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
5
Pilot Water Solutions LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Dollars in thousands
A summary of changes in the allowance for credit losses for the six months ended:
| June 30, 2026 | June 30,2025 | |||||||
| Balance at beginning of period | $ | (1,527 | ) | $ | (1,647 | ) | ||
| Provisions for expected credit losses | (2 | ) | — | |||||
| Amounts written off | 1,119 | 12 | ||||||
| Balance at end of period | $ | (410 | ) | $ | (1,635 | ) | ||
(e) Property, Plant, and Equipment
Property, plant, and equipment additions are recorded at cost and stated at cost less accumulated depreciation. The costs of maintenance and repairs are expensed as incurred, whereas expenditures that extend the economic lives or improve the efficiency of property, plant, and equipment are capitalized. When identified as assets held for sale, depreciation is ceased for those assets. Gains or losses from dispositions are included in operating income when realized. Depreciation is computed using the straight-line method over the following estimated useful lives:
| Category
of property, plant, and equipment | Depreciable life | |
| Pipelines | 15–30 | |
| Disposal wells | 15–30 | |
| Machinery and equipment | 3–10 | |
| Leasehold improvements | 3–10 | |
| Vehicles, trucks, and trailers | 3–7 | |
| Furniture, fixtures, and office equipment | 3–5 | |
| Buildings | 15–40 |
(f) Intangible Assets, including Goodwill, and Long-Lived Asset Impairment Considerations
The Company evaluates the carrying amount of definite-lived intangible assets and property, plant, and equipment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated undiscounted net future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value. For the six months ended June 30, 2026 and 2025, the company recorded impairment charges of $2,846 and $43, respectively.
Intangible assets include contracts and arrangements acquired in business combinations, including favorable contracts, trade names, customer relationships, restrictive covenants, and permits. Intangible assets are amortized on a straight-line basis over their estimated economic life or remaining term of the contract.
Goodwill is evaluated for potential impairment whenever triggering events are identified and at least on an annual basis. The Company has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. When this assessment indicates the possibility of impairment, a quantitative test is performed. The quantitative test involves estimating the fair value of the reporting unit. If the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired. If the carrying amount of the reporting unit including goodwill exceeds the fair value of the reporting unit, then the Company records a goodwill impairment loss to reduce the reporting unit to its estimated fair value.
6
Pilot Water Solutions LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Dollars in thousands
There were no impairments of definite-lived intangible assets or goodwill for the six months ended June 30, 2026 and 2025.
(g) Asset Retirement Obligations and Environmental Obligations
Asset retirement obligations (AROs) consist of estimated costs of dismantlement, removal, site reclamation and similar activities associated with the Company’s disposal wells. The Company recognizes the fair value of a liability for an ARO in the period in which an existing legal obligation associated with the retirement can reasonably be estimated. The associated asset retirement cost is capitalized as part of the carrying value of the oil and gas asset. The asset retirement cost is recorded at estimated fair value, measured by the expected future cash outflows required to satisfy the obligation discounted at the Company’s credit-adjusted risk-free rate. Interest on the ARO is accreted over the term of the economic life of the disposal wells using the effective interest method and is recorded as depreciation, amortization and accretion in the accompanying unaudited condensed consolidated statements of operations. Subsequent adjustments in the cost estimate are reflected in the liability and the amounts continue to be amortized over the useful life of the related long-lived asset.
The Company is subject to extensive federal, state, and local environmental laws and regulations. These laws, which are constantly changing, regulate the discharge of materials into the environment and may require the Company to remove or mitigate the adverse environmental effects of disposal or release of petroleum, chemical, and other substances at various sites. Expenditures that relate to existing conditions caused by past operations and that have no future economic benefits are expensed. Liabilities for expenditures of a non-capital nature are recorded when environmental assessment and/or remediation is probable, and the costs can be reasonably estimated.
(h) Revenue Recognition
The Company reviews contracts with customers using the following steps to recognize revenue based on the transfer of goods or services to customers and in amounts that reflect the consideration the Company expects to receive for those goods or services. The steps include: (i) identify the contract; (ii) identify the performance obligations of the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and then (v) recognize revenue when (or as) the performance obligation is satisfied.
The Company’s contracts with customers primarily include providing water midstream services to oil and energy exploration and production companies. Services consist of produced water transportation, treatment and disposal and sourcing of fresh water. The Company also sells residual oil recovered from produced water.
The services related to water midstream services are fee-based arrangements and are based on the volume of water that flows through the Company’s systems and facilities. Revenue is recognized over time utilizing the output method based on the volume of water accepted from the customer. The performance obligation is satisfied over time as the customer simultaneously receives and consumes the benefits provided by performance of services, typically as customers’ wastewater is accepted. For contracts that involve the sale of recovered crude oil and reuse, recycled and brackish non-potable water, revenue is recognized at a point in time, based on when control of the product is transferred to the customer.
Revenue recognized over time for the six months ended June 30, 2026 and 2025, totaled $104,346 and $107,793, respectively. Revenue recognized at point in time for the six months ended June 30, 2026 and 2025, totaled $29,536 and $22,407, respectively.
Certain customer contracts contain minimum volume commitments (MVC), entitling the Company to deficiency payments if such MVCs are not delivered by the customer. The MVC amounts are based on fixed, minimum volumes (measured over monthly, quarterly or annual periods depending on the contract) at a fixed rate per barrel. Revenue is recognized from these contracts when (i) actual volumes are received; and (ii) when the likelihood of a customer exercising its remaining rights to make up the deficient volumes under minimum volume commitments becomes remote (also known as the breakage model). There are no long-term contract liabilities related to these contracts as of June 30, 2026 and December 31, 2025.
7
Pilot Water Solutions LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Dollars in thousands
Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from sales.
Contract liabilities primarily relate to revenue agreements where the Company receives a reimbursement for infrastructure constructed on behalf of the customer, but owned by the Company, in advance of the related performance obligation being satisfied. Contract liabilities are recognized as earned over time or at a point in time based on the provisions set forth in the agreement. At June 30, 2026 and December 31, 2025, contract liabilities totaled $3,122 and $3,806,respectively. For the six months ended June 30, 2026 and 2025, revenue recognized from contract liabilities totaled $679 and $0, respectively.
(i) Income Taxes
PWS is a limited liability company that is not subject to U.S. federal income taxes. Accordingly, the taxable income or loss resulting from the majority of PWS’ operations is ultimately included in the U.S. federal income tax returns of its equity holders. However, PWS is subject to income taxes in certain state and local jurisdictions.
(j) Deferred Financing Costs
Debt issuance costs are presented on the unaudited condensed consolidated balance sheet as a direct reduction from the carrying amount of debt, consistent with the presentation of debt discounts. The amortization of deferred financing costs is included in interest expense in the unaudited condensed consolidated statements of operations.
(k) Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates.
(l) Fair Value Measurements
The Company measures certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance describes three approaches to measuring the fair value of assets and liabilities: the market approach, the income approach, and the cost approach, each of which includes multiple valuation techniques. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to measure fair value by converting future amounts, such as cash flows or earnings, into a single present value amount using current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace the service capacity of an asset. This is often referred to as current replacement cost. The cost approach assumes that the fair value would not exceed what it would cost a market participant to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence.
8
Pilot Water Solutions LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Dollars in thousands
The authoritative guidance does not prescribe which valuation technique should be used when measuring fair value and does not prioritize among the techniques. The standards establish a fair value hierarchy that prioritizes the inputs used in applying the various valuation techniques. Inputs broadly refer to the assumptions that market participants use to make pricing decisions, including assumptions about risk. Level 1 inputs are given the highest priority in the fair value hierarchy, while Level 3 inputs are given the lowest priority. The three levels of the fair value hierarchy are as follows.
| – | Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date; active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. |
| – | Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data; these are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| – | Level 3 – Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value. |
The carrying value of cash, accounts receivable, other receivables, receivables and payables with related parties, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these instruments.
The fair value of the Company’s borrowings is estimated based upon current rates offered to the Company for debt with similar terms and the same remaining maturity. The carrying amounts approximate fair value as of June 30, 2026 and December 31, 2025 due to the associated interest rates with the Company’s debt facility.
(m) Leases
The Company accounts for leases under Accounting Standards Codification (ASC) 842, Leases, which results in the recognition of right of use assets and related lease liabilities for operating and finance leases included on the unaudited condensed consolidated balance sheet. The Company typically enters into leases for real estate and right of ways. Land easements that were grandfathered under ASC 842 are reassessed if the agreements are modified. Upon entering into a new lease or materially modifying an existing lease, the lease is classified as either a finance lease or an operating lease. The classification of a lease as finance or operating impacts recognition of rental payments as rent or interest expense. Certain leases include renewal options and purchase options. Renewal periods are included in calculating lease right of use assets and lease liabilities when they are reasonably certain.
The Company calculates and discounts its right of use asset and lease liability utilizing the incremental borrowing rate (IBR), which is a lease-specific secured borrowing rate that factors in the Company’s credit standing and the lease term. The Company uses its incremental borrowing rate as the rate implicit in its leases is not readily determinable.
The Company’s leases have remaining lease terms of approximately 2 to 10 years, which may include the option to extend the lease when it is reasonably certain the Company will exercise the option.
The Company does not recognize ROU assets and lease liabilities for short-term leases, which are leases with a maximum term of 12 months or less and do not include a purchase option that the lessee is reasonably certain to exercise, and instead recognizes lease payments on a straight-line basis.
9
Pilot Water Solutions LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Dollars in thousands
(3) Property, Plant, and Equipment
Property, plant, and equipment consisted of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Pipelines, ponds, disposal wells and related equipment | $ | 698,284 | $ | 681,536 | ||||
| Leasehold improvements, buildings, and office equipment | 3,627 | 3,518 | ||||||
| Trucks and trailers | 889 | 909 | ||||||
| Assets subject to depreciation | 702,800 | 685,963 | ||||||
| Land | 10,168 | 10,168 | ||||||
| Construction in progress | 77,368 | 35,923 | ||||||
| Total Property, plant, and equipment | 790,336 | 732,054 | ||||||
| Accumulated depreciation | (128,824 | ) | (110,226 | ) | ||||
| Total Property, plant, and equipment, net | $ | 661,512 | $ | 621,828 | ||||
Depreciation expense for the six months ended June 30, 2026 and 2025 totaled $20,792 and $20,200, respectively.
(4) Goodwill and intangible assets
Goodwill as of June 30, 2026 and December 31, 2025 totaled $29,469.
Intangible assets consisted of the following:
| June 30, 2026 | ||||||||||||||
| Useful Life | Gross Amount | Accumulated | Net Amount | |||||||||||
| Favorable Contracts | 6.5 - 25 years | $ | 8,348 | $ | (2,195 | ) | $ | 6,153 | ||||||
| Customer Relationships | 10 - 20 years | 40,763 | (6,964 | ) | 33,799 | |||||||||
| Trademarks | 15 years | 34,809 | (7,929 | ) | 26,880 | |||||||||
| $ | 83,920 | $ | (17,088 | ) | $ | 66,832 | ||||||||
| December 31, 2025 | ||||||||||||||
| Useful Life | Gross Amount | Accumulated | Net Amount | |||||||||||
| Favorable Contracts | 6.5 - 25 years | $ | 8,348 | $ | (1,865 | ) | $ | 6,483 | ||||||
| Customer Relationships | 10 - 20 years | 40,763 | (5,945 | ) | 34,818 | |||||||||
| Trademarks | 15 years | 34,809 | (6,768 | ) | 28,041 | |||||||||
| $ | 83,920 | $ | (14,578 | ) | $ | 69,342 | ||||||||
Amortization expense for the six months ended June 30, 2026 and 2025 totaled $2,510 and $2,510 respectively.
10
Pilot Water Solutions LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Dollars in thousands
(5) Asset Retirement Obligations
The Company’s AROs are related primarily to the dismantlement, removal, site reclamation and similar activities of disposal wells and related facilities.
Changes in ARO were as follows for the six months ended:
| June 30, 2026 | June 30, 2025 | |||||||
| Balance at beginning of period | $ | 24,446 | $ | 25,351 | ||||
| Additions | — | 2,124 | ||||||
| Accretions | 679 | 641 | ||||||
| Retirements | (1,079 | ) | (1,600 | ) | ||||
| Disposals | (327 | ) | (900 | ) | ||||
| Balance at end of period | $ | 23,719 | $ | 25,616 | ||||
(6) Debt
On September 30, 2022, the Company executed a revolving line of credit with PTC (PTC Revolving Line of Credit). The PTC Revolving Line of Credit has a committed amount of $500 million and matures September 30, 2027. The PTC Revolving Line of Credit bears interest at the secured overnight financing rate (SOFR) or base rate plus applicable margin, determined by the Company’s net leverage ratio, as defined in the credit agreement. The PTC Revolving Line of Credit contains certain financial covenants. In connection with the issuance of the PTC Revolving Line of Credit, the Company paid $3,500 to PTC, which was recorded as a debt issuance cost.
The credit agreement contains covenants, which include:
| · | Maximum leverage ratio not to exceed 4.00 to 1.00 with an acquisition step up to 4.50 to 1.00 for the first two full fiscal quarters following such material acquisition. |
| · | Minimum net interest coverage ratio not to be less than 2.50 to 1.00. |
PWS was in compliance with such financial covenants as of June 30, 2026 and December 31, 2025.
Debt obligations as of June 30, 2026 and December 31, 2025 totaled $429,386 maturing September 30, 2027. Additional borrowings for the six months ended June 30, 2026 and 2025 were zero.
Interest expense for the six months ended June 30, 2026 and 2025, totaled $14,847 and $16,293, respectively.
(7) Members’ Equity
The Company has one class of membership interest outstanding. Holders of membership interests are entitled to vote in proportion to their percentage ownership, receive their distributive share of the assets of the Company, and receive their proportionate share of net income.
(8) Commitments and Contingencies
Litigation, Claims, and Assessments
Liabilities for loss contingencies arising from claims, assessments, litigation, or other sources are recorded when it is probable that a liability has been incurred, and the amount can be reasonably estimated. The Company is presently, and from time to time, subject to pending claims and lawsuits arising in the ordinary course of business. At this time, the Company is not currently a party to any litigation or pending claims that would have a material adverse effect on the overall business, financial position, results of operations, or liquidity.
11
Pilot Water Solutions LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Dollars in thousands
Environmental contingencies
For the six months ended June 30, 2026 and 2025, the Company recorded $1,484 and $10,208 in environmental remediation cost presented as part of direct operating cost on the unaudited condensed consolidated statements of operations. At June 30, 2026 and December 31, 2025, $1,607 and $1,697 was outstanding and is recorded in accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets. The Company continues to evaluate the environmental exposure related to legacy spills.
Settlement of Claims Arising from Prior Period Acquisition
The Company has been a party to several litigation matters related to an employee claim filed in 2019 prior to the Company’s acquisition of a facility with such claim being indemnified by the seller. Certain of these litigation matters were settled by the Company and other defendants, and paid to the injured party, prior to the periods presented herein. The litigation matters remaining as of December 31, 2025, related to the other defendants seeking reimbursement from the Company for payments made for the original claim and settlement of an outstanding workers' compensation lien related to the accident. The remaining matters also included the Company's suit against the former owners of the Company seeking repayment, under an indemnity agreement, for the reimbursement claims of the other defendants and other amounts paid directly by the Company to various parties involved in the litigation matters.
The following activity occurred during 2026 related to these matters:
| - | In January 2026, an arbitrator issued a ruling against the Company, awarding a co-defendant a settlement of $4,195. The amount was paid prior to June 30, 2026, and is reflected within general and administrative expense on the unaudited condensed consolidated statements of operations for the six months ended June 30, 2026. |
| - | In June 2026, the Company reached an agreement to settle the above referenced outstanding workers' compensation lien in the amount of $900. The liability is recorded within accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets as of June 30, 2026, with a corresponding amount reflected in general and administrative expense on the unaudited condensed consolidated statements of operations for the six months ended June 30, 2026. This liability was paid in July 2026. |
| - | In August 2026, the Company was awarded a settlement of $4,250 under the indemnity agreement with the former owners of the Company. The settlement is unconditional, legally binding, and reasonably assured of collection, and, as a result, the Company recognized this subsequent event as a gain within general and administrative expense on the unaudited condensed consolidated statements of operations for the six months ended June 30, 2026, and a corresponding receivable within other receivables on the unaudited condensed consolidated balance sheets as of June 30, 2026. As of October 9, 2026, the full amount of $4,250 due under the settlement has been received. |
(9) Related-Party Transactions
On September 30, 2022, the Company executed a revolving line of credit known as the PTC Revolving Line of Credit. See note 6, Debt, for additional information.
PTC provides certain administrative and operating services for the Company. As of June 30, 2026 and December 31, 2025, the Company had a payable due to PTC of $1,658 and $105, respectively.
(10) Concentration of Significant Customers
The Company provides services primarily to oil exploration and production companies operating in Texas, New Mexico, Ohio, and Wyoming.
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Pilot Water Solutions LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Dollars in thousands
For the six months ended June 30, 2026, two customers each represented greater than 10% of revenue, 13% and 10%, respectively.
For the six months ended June 30, 2025, two customers each represented greater than 10% of revenue, 12% and 12%, respectively.
As of June 30, 2026, one customer represented greater than 10% of accounts receivable at 17%.
As of December 31, 2025, three customers represented greater than 10% of accounts receivable at 13%, 11% and 10%, respectively.
(11) Leases
The Company’s leases are primarily related to land easements and vehicles and are classified as operating leases. Most of the Company’s land easements require upfront payment in full.
Lease expense for the six months ended June 30 2026 and 2025 totals $2,180 and $1,803, respectively, reflected in direct operating cost in the unaudited condensed consolidated statements of operations.
As of June 30, 2026 and December 31, 2025, the weighted average remaining lease term and weighted average discount rate for operating leases was 5.5 and 5.9 years and 7.1 and 7.2% percent, respectively.
(12) Subsequent Events
The Company evaluated all events or transactions that occurred after the unaudited condensed consolidated balance sheet date of June 30, 2026 through October 13, 2026, the date it issued these unaudited condensed consolidated financial statements. On September 24, 2026, Pilot OFS Holdings LLC, a subsidiary of Pilot Travel Centers, LLC and Minerva Infrastructure IA LLC, the members of the Company, entered into a Membership Interest Purchase Agreement with Select Water Solutions, LLC, an indirect subsidiary of Select Water, Inc. for $600,000 of cash, $100,000 of shares of Select Water Solutions, Inc. Class A common stock and a $15,000 contingent payment payable upon the satisfaction of certain operational milestones expected in early 2027. The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions and regulatory approvals.
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