Exhibit 99.3

PILOT WATER SOLUTIONS LLC AND SUBSIDIARIES
Consolidated Financial Statements
As of and for the years ended December 31, 2025 and 2024
(With Independent Auditor’s Report Thereon)
PILOT WATER SOLUTIONS LLC AND SUBSIDIARIES
Table of Contents
| Page | |
| Independent Auditor’s Report | 1 |
| Consolidated Financial Statements: | |
| Consolidated Balance Sheets | 3 |
| Consolidated Statements of Operations | 4 |
| Consolidated Statements of Changes in Members’ Equity | 5 |
| Consolidated Statements of Cash Flows | 6 |
| Notes to the Consolidated Financial Statements | 7 |
| i |
Independent Auditor’s Report
The Board of Directors
Pilot Water Solutions LLC
Opinion
We have audited the consolidated financial statements of Pilot Water Solutions LLC and subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in members’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, which raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
| 1 |
In performing an audit in accordance with GAAS, we:
| · | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| · | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| · | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| · | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| · | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ DELOITTE & TOUCHE LLP
May 28, 2026
| 2 |
Pilot Water Solutions LLC and Subsidiaries
Consolidated Balance Sheets
(in thousands)
| December 31, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 59,295 | $ | 36,030 | ||||
| Accounts receivables, net | 48,036 | 38,067 | ||||||
| Other receivables | 3,357 | 3,162 | ||||||
| Prepaid expenses and other current assets | 8,859 | 6,206 | ||||||
| Total current assets | 119,547 | 83,465 | ||||||
| Property, plant, and equipment, net | 621,828 | 638,533 | ||||||
| Goodwill | 29,469 | 29,469 | ||||||
| Intangible assets, net | 69,342 | 74,361 | ||||||
| Right-of-use assets | 17,924 | 12,621 | ||||||
| Other assets | 767 | 2,119 | ||||||
| Total assets | $ | 858,877 | $ | 840,568 | ||||
| Liabilities and Members’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 8,220 | $ | 13,541 | ||||
| Accrued expenses and other current liabilities | 41,288 | 32,449 | ||||||
| Due to related parties | 105 | 296 | ||||||
| Total current liabilities | 49,613 | 46,286 | ||||||
| Asset retirement obligations | 24,446 | 25,351 | ||||||
| Operating lease liabilities | 7,211 | 4,158 | ||||||
| Revolving line of credit payable to related parties | 428,161 | 427,461 | ||||||
| Total liabilities | 509,431 | 503,256 | ||||||
| Commitments and contingencies (see note 8) | ||||||||
| Members’ equity: | ||||||||
| Paid-in capital | 346,523 | 346,523 | ||||||
| Retained earnings (Accumulated deficit) | 1,836 | (10,556 | ) | |||||
| Total members’ equity attributable to PWS | 348,360 | 335,967 | ||||||
| Noncontrolling interest | 1,087 | 1,345 | ||||||
| Total liabilities and members’ equity | $ | 858,877 | $ | 840,568 | ||||
| 3 |
Pilot Water Solutions LLC and Subsidiaries
Consolidated Statements of Operations
(in thousands)
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | 265,867 | $ | 275,315 | ||||
| Cost and operating expenses: | ||||||||
| Direct operating cost | 129,209 | 153,881 | ||||||
| Depreciation, amortization and accretion | 46,901 | 47,254 | ||||||
| Impairment of property, plant, and equipment | 24,125 | 46,856 | ||||||
| General and administrative | 23,282 | 21,874 | ||||||
| Total cost and expenses | 223,517 | 269,865 | ||||||
| Operating income | 42,350 | 5,450 | ||||||
| Other (income) expenses: | ||||||||
| Related party interest expense | 32,253 | 36,142 | ||||||
| Other income | (2,402 | ) | (1,220 | ) | ||||
| Total other expenses | 29,851 | 34,922 | ||||||
| Net income (loss) before income taxes | 12,499 | (29,472 | ) | |||||
| Income tax expense | 326 | 136 | ||||||
| Net income (loss) | 12,173 | (29,608 | ) | |||||
| Net (loss) income attributable to noncontrolling interests | (219 | ) | 53 | |||||
| Net income (loss) attributable to PWS | $ | 12,392 | $ | (29,661 | ) | |||
| 4 |
Pilot Water Solutions LLC and Subsidiaries
Consolidated Statements of Changes in Members’
Equity
(in thousands)
| Members’ equity | (Accumulated deficit) Retained earnings | Noncontrolling interest | Total | |||||||||||||
| Balances at January 1, 2024 | $ | 346,523 | $ | 19,105 | $ | 1,474 | $ | 367,102 | ||||||||
| Distributions | — | — | (182 | ) | (182 | ) | ||||||||||
| Net (loss) income | — | (29,661 | ) | 53 | (29,608 | ) | ||||||||||
| Balances at December 31, 2024 | $ | 346,523 | $ | (10,556 | ) | $ | 1,345 | $ | 337,312 | |||||||
| Distributions | — | — | (38 | ) | (38 | ) | ||||||||||
| Net income (loss) | — | 12,392 | (219 | ) | 12,173 | |||||||||||
| Balances at December 31, 2025 | $ | 346,523 | $ | 1,836 | $ | 1,087 | $ | 349,447 | ||||||||
| 5 |
Pilot Water Solutions LLC and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | 12,173 | $ | (29,608 | ) | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 45,634 | 46,020 | ||||||
| Amortization of deferred financing cost | 3,356 | 2,808 | ||||||
| Non-cash interest expense | 700 | 700 | ||||||
| Bad debt expense | — | 530 | ||||||
| Accretion of asset retirement obligation | 1,267 | 1,234 | ||||||
| Loss on sale of assets | 2,529 | 1,398 | ||||||
| Impairment of property, plant, and equipment | 31,248 | 46,856 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (9,988 | ) | 18,399 | |||||
| Other receivables | (196 | ) | 1,600 | |||||
| Prepaid expenses and other current assets | (2,653 | ) | 10,382 | |||||
| Other assets | (2,223 | ) | (34 | ) | ||||
| Due to related parties | (191 | ) | (1,178 | ) | ||||
| Accounts payable | (8,594 | ) | (7,327 | ) | ||||
| Accrued expenses and other current liabilities | 374 | (2,421 | ) | |||||
| Net cash provided by operating activities | 73,433 | 89,359 | ||||||
| Cash flows from investing activities: | ||||||||
| Purchases of property, plant and equipment | (51,869 | ) | (85,564 | ) | ||||
| Proceeds from sale of property, plant and equipment | 1,739 | 1,257 | ||||||
| Net cash used in investing activities | (50,130 | ) | (84,307 | ) | ||||
| Cash flows from financing activities | ||||||||
| Borrowings on revolving line of credit | — | 25,000 | ||||||
| Distributions to noncontrolling interest | (38 | ) | (182 | ) | ||||
| Net cash provided (used) provided by financing activities | (38 | ) | 24,818 | |||||
| Net increase in cash | 23,265 | 29,870 | ||||||
| Cash at beginning of period | 36,030 | 6,160 | ||||||
| Cash at end of period | $ | 59,295 | $ | 36,030 | ||||
| Noncash investing activities: | ||||||||
| Purchases of property, plant, and equipment in accounts payable and accrued expenses and other current liabilities | 12,137 | 16,620 | ||||||
| Right-of-use assets exchanged for operating lease liabilities | 5,135 | 4,052 | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid to related party for interest | 37,379 | 33,029 | ||||||
| 6 |
Pilot Water Solutions LLC and Subsidiaries
Notes to the 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 consolidated financial statements is as follows:
(a) Basis of Presentation
The consolidated financial statements of the Company have been prepared pursuant to accounting principles generally accepted in the United States of America (U.S. GAAP).
(b) Principles of Consolidation
The accompanying 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.
A summary of changes in the allowance for credit losses:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Balance at beginning of year | $ | (1,647 | ) | $ | (2,228 | ) | ||
| Provisions for expected credit losses | — | (530 | ) | |||||
| Amounts written off | 120 | 1,111 | ||||||
| Balance at the end of the year | $ | (1,527 | ) | $ | (1,647 | ) | ||
| 7 |
Pilot Water Solutions LLC and Subsidiaries
Notes to the Consolidated Financial Statements
Dollars in thousands
(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. The Company recorded the following impairment charges related to gathering systems, saltwater disposal wells (SWD) and related facilities which are included in the consolidated statements of operations. See note 3, Property, plant and equipment, for additional information.
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Impairment of property, plant, and equipment | $ | 24,125 | $ | 46,856 | ||||
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.
There were no impairments of definite-lived intangible assets or goodwill for the years ended December 31, 2025 and 2024.
(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 direct operating cost in the accompanying 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.
| 8 |
Pilot Water Solutions LLC and Subsidiaries
Notes to the Consolidated Financial Statements
Dollars in thousands
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 year ended December 31, 2025 and 2024, totaled $222,440 and $234,412, respectively. Revenue recognized at point in time for the year ended December 31, 2025 and 2024, totaled $43,428 and $40,903, 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 December 31, 2025 and 2024.
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 overtime or at a point in time based on the provisions set forth in the agreement. At December 31, 2025, and 2024, contract liabilities totaled $3,806 and $0 respectively.
| 9 |
Pilot Water Solutions LLC and Subsidiaries
Notes to the Consolidated Financial Statements
Dollars in thousands
(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 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 consolidated statements of operations.
(k) Estimates
The preparation of 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.
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.
| 10 |
Pilot Water Solutions LLC and Subsidiaries
Notes to the Consolidated Financial Statements
Dollars in thousands
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 December 31, 2025 and 2024 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 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 recognize lease payments on a straight-line basis.
(3) Property, Plant, and Equipment
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Pipelines, ponds, disposal wells and related equipment | $ | 681,536 | $ | 675,099 | ||||
| Leasehold improvements, buildings, and office equipment | 3,518 | 3,459 | ||||||
| Trucks and trailers | 909 | 1,123 | ||||||
| Assets subject to depreciation | 685,963 | 679,681 | ||||||
| Land | 10,168 | 10,288 | ||||||
| Construction in progress | 35,923 | 20,727 | ||||||
| Total Property, plant, and equipment | 732,054 | 710,696 | ||||||
| Accumulated depreciation | (110,226 | ) | (72,163 | ) | ||||
| Total Property, plant, and equipment, net | $ | 621,828 | $ | 638,533 | ||||
Depreciation expense for the year ended December 31, 2025 and 2024, totaled $40,615 and $41,001, respectively.
Asset impairments
In accordance with ASC 360, Property, Plant, and Equipment, the Company has evaluated the recoverability of its long-lived assets in light of evolving regulatory requirements in Texas and New Mexico and changes in the commercial environment. The asset group is determined to be either at the gathering system or individual SWD depending on the nature of the cash flows. At December 31, 2025 and 2024, the Company determined that certain SWDs and a gathering system located within these jurisdictions no longer meet the criteria for continued use. The Company conducted an impairment assessment as required by ASC 360-10-35 and the carrying amount of the assets was compared to their fair values, resulting in impairment charges of $24,125 and $46,856, respectively, recorded within Impairment of property, plant, and equipment on the consolidated statements of operations for the years ended December 31, 2025 and 2024. The Company will continue to monitor evolving requirements impacting other gathering systems and SWDs and any further negative developments could necessitate additional impairment charges.
| 11 |
Pilot Water Solutions LLC and Subsidiaries
Notes to the Consolidated Financial Statements
Dollars in thousands
(4) Goodwill and intangible assets
Goodwill as of December 31, 2025, and 2024 totaled $29,469.
Intangible assets consisted of the following:
| December 31, 2025 | ||||||||||||||
| Useful Life | Gross Amount | Accumulated amortization | 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 | ||||||||
| December 31, 2024 | ||||||||||||||
| Useful Life | Gross Amount | Accumulated amortization | Net Amount | |||||||||||
| Favorable Contracts | 6.5 - 25 years | $ | 8,348 | (1,205 | ) | $ | 7,143 | |||||||
| Customer Relationships | 10 - 20 years | 40,763 | (3,906 | ) | 36,857 | |||||||||
| Trademarks | 15 years | 34,809 | (4,448 | ) | 30,361 | |||||||||
| $ | 83,920 | (9,559 | ) | $ | 74,361 | |||||||||
Amortization expense for the year ended December 31, 2025 and 2024, totaled $5,019 and $5,019 respectively. The estimated annual amortization expense for the next five years is expected to be as follows:
| 2026 | $ | 5,019 | ||
| 2027 | 5,019 | |||
| 2028 | 5,019 | |||
| 2029 | 5,019 | |||
| 2030 | 4,835 |
(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:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Balance at beginning of year | $ | 25,351 | $ | 18,737 | ||||
| Additions | 4,168 | 6,047 | ||||||
| Accretions | 1,267 | 1,234 | ||||||
| Retirements | (4,192 | ) | (667 | ) | ||||
| Disposals | (2,148 | ) | — | |||||
| Balance at end of year | $ | 24,446 | $ | 25,351 | ||||
(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.
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Pilot Water Solutions LLC and Subsidiaries
Notes to the Consolidated Financial Statements
Dollars in thousands
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 at December 31, 2025 and 2024.
Debt obligations as of December 31, 2025 and 2024, totaled $429,386 maturing September 30, 2027. Borrowings for the years ended December 31, 2025 and 2024 totaled zero and $25,000, respectively.
Interest expense for the years ended December 31, 2025 and 2024, totaled $32,253 and $36,142, 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.
Environmental contingencies
For the years ended December 31, 2025 and 2024, the Company recorded $9,536 and $10,150 in environmental remediation cost presented as part of Direct operating cost on the consolidated statements of operations. For the years ended December 31, 2025 and 2024 $0 and $6,224 is related to the Operator Matter while the remainder is attributable to remediating legacy spill locations at the direction of federal and state regulators. At December 31, 2025 and 2024, $1,697 and $747 was outstanding and is recorded in Accrued expenses and other current liabilities on the consolidated balance sheets. The Company continues to evaluate the environmental exposure related to legacy spills.
Operator Matter
As a result of multiple produced water spills in southern New Mexico, the Company incurred remediation costs of $5,771, which the Company believed to be recoverable under commercial contracts with the responsible operator and, as of December 31, 2023, these amounts were recorded as a receivable. However, collection of this receivable was no longer probable as of December 31, 2024.
In addition to the matters above, one of the Company’s SWD’s located in southern New Mexico was damaged by this operator in a prior period and the Company incurred costs in that prior period totaling $5,363 in order to return the SWD to operational condition at that time. However, as a result of the evolving regulatory requirements in New Mexico discussed in Note 3, the Company determined that this well no longer met the criteria for continued use, primarily stemming from the damage caused by the operator, and recorded an impairment loss of $7,543 within Impairment of property, plant, and equipment on the consolidated statements of operations during the year ended December 31, 2024 for the net book value of the property.
The Company pursued recovery of its costs related to both matters from the operator, along with $453 of additional costs related to produced water spills that were incurred in 2024. As recovery of the prior receivable was not probable and represents a gain contingency as of December 31, 2024, the Company wrote off that amount with a charge to Direct operating costs on the consolidated statements of operations for the year ended December 31, 2024. Any recoveries of that amount, the additional spill-related costs in 2024, and the loss of the use of the SWD from the operator would be recorded as a gain upon settlement.
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Pilot Water Solutions LLC and Subsidiaries
Notes to the Consolidated Financial Statements
Dollars in thousands
The Company settled Operator Matter on December 26, 2025 and received payment of $13,500 on December 30, 2025. The gain was recorded as follows: $5,877 in Direct operating cost, $7,160 in Impairment of property, plant, and equipment, and applied $463 to outstanding trade accounts receivable.
(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 7, Debt, for additional information.
PTC provides certain administrative and operating services to the Company totaling zero and $846 for the years ended December 31, 2025 and 2024, respectively, reflected in general and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2025 and 2024, the Company had a payable due to PTC of $105 and $296, 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.
For the year ended December 31, 2025, two customers each represented greater than 10% of revenue, 12.0% and 11.7%, respectively. Three customers represented greater than 10% of accounts receivable as of December 31, 2025, at 13%, 11% and 10%, respectively.
For the year ended December 31, 2024, two customers each represented greater than 10% of revenue, 13.3% and 10.9%, respectively. One customer represented greater than 10% of accounts receivable as of December 31, 2024, at 14.3%.
(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 years ended December 31, 2025 and 2024 totals $4,554 and $3,449, respectively, reflected in direct operating cost in the statements of operations.
As of December 31, 2025 and 2024, the weighted average remaining lease term and weighted average discount rate for operating leases was 5.95 and 8.3 years and 7.2% and 4.8%, respectively.
Future annual minimum lease payments as of December 31, 2025 for the Company’s operating leases are as follows:
| 2026 | $ | 1,945 | ||
| 2027 | 1,959 | |||
| 2028 | 1,975 | |||
| 2029 | 1,991 | |||
| 2030 | 843 | |||
| Thereafter | 1,613 | |||
| Total | 10,326 | |||
| Less imputed interest | (2,587 | ) | ||
| Total | $ | 7,739 |
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Pilot Water Solutions LLC and Subsidiaries
Notes to the Consolidated Financial Statements
Dollars in thousands
(12) Subsequent Events
The Company evaluated all events or transactions that occurred after the consolidated balance sheet date of December 31, 2025 through May 28, 2026, the date it issued these consolidated financial statements.
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