Q - Atlas Energy Solutions
For the period ended Jun 30, 2025. Filed Aug 5, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 5, 2025
AESI$5.41+1.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-06.
0000950170-25-064549
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0000950170-25-103095
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 220 previous paragraphs and 213 current paragraphs.
145 unchanged; 40 reworded; 19 added; 19 removed; 16 previous and 9 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
Share Repurchase Program
Current report
During the three months ended June 30, 2025, the Company repurchased 16,380 shares of the Company’s par value $0.01 per share common stock (the “Common Stock”) through open-market purchases, pursuant to our share repurchase program, at an average price, including commission, of $12.21 for an aggregate purchase price of $200,000. As of June 30, 2025, $199.8 million remains available for repurchase.
Current report
(1) Represents loss on disposal of assets as a result of the fire at one of the Kermit plants that caused damage to the physical condition of the Kermit asset group.
Current report
(2) Represents insurance recovery (gain) deemed collectible and legally enforceable related to the fire at one of the Kermit plants.
Current report
Cost of sales (excluding depreciation, depletion and accretion) related to product revenue decreased by $1.9 million to $66.1 million for the three months ended June 30, 2025, as compared to $68.0 million for the three months ended June 30, 2024. This decrease was due to higher costs related to the temporary loadout equipment associated with the mechanical fire at the Kermit facility for the three months ended June 30, 2024.
Current report
Cost of sales (excluding depreciation, depletion and accretion expense) related to services decreased by $10.2 million to $123.9 million for the three months ended June 30, 2025, as compared to $134.1 million for the three months ended June 30, 2024. The decrease was due to lower freight costs associated with higher utilization of the Dune Express.
Current report
Credit loss expense. Credit loss expense is $4.1 million for the three months ended June 30, 2025, as compared to no credit loss expense for the three months ended June 30, 2024, due to certain shortfall receivables. See Note 2 - Summary of Significant Accounting Policies - Accounts Receivable and Allowance for Credit Losses for more information.
Current report
Loss on disposal of assets. There was no loss on disposal of assets for the three months ended June 30, 2025, as compared to $11.1 million loss on disposal of assets for the three months ended June 30, 2024, due to $11.1 million disposal of certain assets associated with mechanical fire at the Kermit facility. See Note 6 - Property, Plant and Equipment, Net - Impairment or Disposal of Long-Lived Assetsfor more information.
Current report
Insurance recovery (gain). There was no insurance recovery for the three months ended June 30, 2025, as compared to $10.0 million insurance recovery for the three months ended June 30, 2024, due to $10.0 million of an insurance claim associated with the mechanical fire. See Note 6 - Property, Plant and Equipment, Net - Impairment or Disposal of Long-Lived Assetsfor more information.
Current report
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Current report
Cost of sales (excluding depreciation, depletion and accretion expense). Cost of sales (excluding depreciation, depletion and accretion expense) increased by $93.1 million to $402.0 million for the six months ended June 30, 2025, as compared to $308.9 million for the six months ended June 30, 2024.
Current report
Selling, general and administrative expense. Selling, general and administrative expense increased by $13.6 million to $68.8 million for the six months ended June 30, 2025, as compared to $55.2 million for the six months ended June 30, 2024. The increase is due to an increase of $5.1 million from stock-based compensation, an increase of $2.6 million in corporate costs, as well as $5.9 million contribution from Moser for the six months ended June 30, 2025, compared to the six months ended June 30, 2024.
Current report
Credit loss expense. Credit loss expense is $4.1 million for the six months ended June 30, 2025, as compared to de minimis credit loss expense for the six months ended June 30, 2024, due to certain shortfall receivables. See Note 2 - Summary of Significant Accounting Policies - Accounts Receivable and Allowance for Credit Losses for more information.
Current report
Amortization expense of acquired intangible assets. Amortization expense of acquired intangible assets increased $6.5 million to $11.3 million for the six month ended June 30, 2025, as compared to $4.8 million for the six month ended June 30, 2024. The increase was primarily due to the amortization of intangibles associated with the Moser acquisition.
Current report
Loss on disposal of assets. There was no loss on disposal of assets for the six months ended June 30, 2025, as compared to $11.1 million loss on disposal of assets for the six months ended June 30, 2024, due to $11.1 million disposal of certain assets associated with mechanical fire at the Kermit facility. See Note 6 - Property, Plant and Equipment, Net - Impairment or Disposal of Long-Lived Assetsfor more information.
Current report
Insurance recovery (gain). There was no insurance recovery for the six months ended June 30, 2025, as compared to $10.0 million insurance recovery for the six months ended June 30, 2024, due to $10.0 million of an insurance claim associated with the mechanical fire. See Note 6 - Property, Plant and Equipment, Net - Impairment or Disposal of Long-Lived Assetsfor more information.
Current report
Income tax expense (benefit). Income tax expense decreased $10.4 million to $0.6 million for the six months ended June 30, 2025, as compared to $11.0 million for the six months ended June 30, 2024. The decrease is primarily attributable to a decrease in income before income taxes for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.
Current report
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Current report
2023 Term Loan Credit Facility
Removed paragraphs (19)
Previous report
the ultimate cost and time needed to execute the desired process improvements at our production facilities following the fire that occurred at our Kermit facility on April 14, 2024;
Previous report
the ultimate impact of the Kermit facility incident on the Company’s future performance;
Previous report
On February 3, 2025, the Company conducted an underwritten public offering of 11.5 million shares of our Common Stock at a public offering price of $23.00 per share (the “Equity Offering”). The Company received approximately $253.1 million of net proceeds from the sale of shares of our Common Stock, after deducting underwriting discounts and commissions. We used the net proceeds from the Equity Offering (i) to repay the $70.0 million outstanding on the 2023 ABL Credit Facility (as defined below under “Debt Agreements ”), (ii) to repay $101.3 million of the Deferred Cash Consideration Note (as defined below under “Debt Agreements ”), and (iii) the remainder for general corporate purposes.
Previous report
Registration Rights Agreement
Previous report
On February 24, 2025, in connection with the Moser Closing, the Company entered into a registration rights agreement (the “Moser Registration Rights Agreement”) with the Seller that provides, among other things, that the Company will, no later than (a) March 26, 2025, or (b) if the Company is and continues to be a “Well-Known Seasoned Issuer” as defined in Rule 405 of the Securities Act, May 25, 2025, file with the SEC a registration statement registering for resale the Common Stock comprising the Moser Stock Consideration that was issued in connection with the Moser Acquisition, subject to the full or partial exercise of the Redemption Right by the Company. Pursuant to the Moser Purchase Agreement, the Seller agreed not to lend, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of, any of their shares of Common Stock for a period of 90 days following the Moser Closing, subject to certain exceptions. The Company also agreed to pay certain expenses of the parties incurred in connection with the exercise of their rights under the Moser Registration Rights Agreement, and to indemnify them for certain securities law matters in connection with any registration statement filed pursuant thereto.
Previous report
Financial Developments
Previous report
On January 27, 2025, the Company entered into the Second Term Loan Amendment to the 2023 Term Loan Credit Agreement (as defined below under “Debt Agreements ”), among the Company and certain of its subsidiaries as guarantors, Atlas LLC, as borrower, the lenders party thereto and Stonebriar Commercial Finance LLC (“Stonebriar”), as administrative agent, which amends that certain Credit Agreement, dated as of July 31, 2023, as amended (the “Second Term Loan Amendment”).
Previous report
The Second Term Loan Amendment increased the existing DDT Loan (as defined below under “Debt Agreements ”) by an aggregate principal amount of $100.0 million (the “Acquisition Loan”) to a total of $200.0 million, with interest (computed on the basis of a 365-day year for the actual number of days elapsed) on the unpaid principal amount thereof from and including the date of the funding on the Acquisition Loan (“Funding Date”) until paid in full. The Acquisition Loan will accrue interest at a rate equal to 5.95% plus the greater of (A) the Term SOFR and (B) 4.30%, as determined on the Funding Date the Acquisition Loan is payable in 60 consecutive monthly installments of combined principal and interest. In the event of a prepayment of the Acquisition Loan, Atlas LLC will be required to pay, and we have agreed to guaranty payment by Atlas LLC of, a premium on such prepayment amount of (A) 4%, if prepaid on or prior to the first anniversary of the Funding Date, (B) 3% if prepaid after the first, but on or prior to the second, anniversary of the Funding Date and (C) 2% if paid after the second anniversary of the Funding Date.
Previous report
The Third ABL Amendment permitted the Company and its applicable affiliates to enter into the 2025 Term Loan Credit Agreement (defined herein), pursuant to which Atlas LLC borrowed $540.0 million from Stonebriar in a single advance term loan that was made on February 21, 2025. In February 2025, we used a portion of the net proceeds from the Equity Offering to repay the remaining $70.0 million of outstanding principal under the 2023 ABL Credit Facility.
Previous report
The Initial Term Loan is payable in 84 consecutive monthly installments and a final payment of the remaining outstanding principal balance at maturity. The Initial Term Loan has a final maturity date of July 31, 2030 (the “Maturity Date”) and bears interest at a rate equal to 9.50% per annum. Interest expense associated with the Initial Term Loan was $2.4 million and $4.3 million for the three months ended March 31, 2025 and 2024, respectively, and the interest expense associated with the discount and deferred financing costs was $0.2 million and $0.3 million for the three months ended March 31, 2025 and 2024, respectively.
Previous report
Each DDT Loan under the 2023 Term Loan Credit Facility will be payable in equal monthly installments, with the monthly installments comprising 80% of the DDT Loan and a final payment of the remaining 20% of the outstanding principal balance due at maturity, unless earlier prepaid. The DDT Loan will bear interest at a rate equal to the applicable Term Secured Overnight Financing Rate (“SOFR”) as of each Delayed Draw Funding Date (each as defined in the 2023 Term Loan Credit Agreement) plus 5.95% per annum. All monthly installments with respect to the Initial Term Loan and the DDT Loan payable on or prior to January 1, 2025 will be interest only.
Previous report
On November 8, 2024, the Company drew down $20.0 million of the available $100.0 million from Stonebriar under the DDT Loan with interest (computed on the basis of a 365-day year for the actual number of days elapsed) on the unpaid principal amount hereof from and including the date hereof until paid in full at the rate per annum equal to 10.58%. This DDT Loan shall be payable in 69 consecutive monthly installments commencing on December 1, 2024 and continuing on each Payment Day up to and including August 1, 2030 and then a final installment also payable on August 1, 2030. The Company had interest expense of $0.3 million for the three months ended March 31, 2025. The DDT Loan included de minimis financing costs.
Previous report
At any time prior to the Maturity Date, Atlas LLC may redeem loans outstanding under the 2023 Term Loan Credit Facility, in whole or in part, at a price equal to 100% of the principal amount being prepaid (the “Prepayment Amount”) plus a prepayment fee. The prepayment fee is equal to 8% of the Prepayment Amount for any prepayment that occurs on or prior to December 31, 2024, 4% of the Prepayment Amount for any prepayment that occurs after December 31, 2024 but on or prior to December 31, 2025, 3% of the Prepayment Amount for any prepayment that occurs after December 31, 2025 but on or prior to December 31, 2026 and 2% of the Prepayment Amount for any prepayment that occurs thereafter. Upon the maturity of the 2023 Term Loan Credit Facility, the entire unpaid principal amount of the loans outstanding thereunder, together with interest, fees and other amounts payable in connection with the facility, will be immediately due and payable without further notice or demand.
Previous report
Dividends and distributions to equity holders are permitted to be made pursuant to certain limited exceptions and baskets described in the 2023 Term Loan Credit Agreement and otherwise generally subject to certain restrictions set forth in the 2023 Term Loan Credit Agreement, including the requirements that (a) no Event of Default (as defined under the 2023 Term Loan Credit Agreement) has occurred and is continuing and (b) Atlas LLC maintains at least $30.0 million of Liquidity (as defined under the 2023 Term Loan Credit Agreement) pro forma for the Restricted Payment (as defined under the 2023 Term Loan Credit Agreement).
Previous report
The 2023 Term Loan Credit Facility includes certain non-financial covenants, including but not limited to restrictions on incurring additional debt and certain distributions. The 2023 Term Loan Credit Facility is subject to a maximum 4.0 to 1.0 Leverage Ratio (as defined in the 2023 Term Loan Credit Agreement) financial covenant. Such financial covenant is tested as of the last day of each fiscal quarter.
Previous report
Proceeds from the 2023 Term Loan Credit Facility were used to repay outstanding indebtedness under our previous term loan facility, to repay obligations outstanding under certain equipment lease arrangements with Stonebriar and for general corporate purposes.
Previous report
On February 26, 2024, the Company, Atlas LLC and certain other subsidiaries of the Company entered into the First Amendment to Credit Agreement (the “Term Loan Amendment”), among Company, Atlas LLC, the lenders party thereto and Stonebriar, as administrative agent, which amends the 2023 Term Loan Credit Agreement.
Previous report
The Term Loan Amendment provided an additional delayed draw term loan (the “ADDT Loan”) in the aggregate principal amount of $150.0 million with interest (computed on the basis of a 365-day year for the actual number of days elapsed) on the unpaid principal amount thereof from and including the date of the amendment until paid in full at the rate per annum equal to 10.86%. The ADDT Loan is payable in 76 consecutive monthly installments of combined principal and interest each in the amount of $2.7 million commencing April 1, 2024 and continuing up to and including August 1, 2030. There was interest expense of $2.0 million and $1.4 million for the three months ended March 31, 2025 and 2024, respectively.
Previous report
On January 27, 2025, the Company entered into the Second Term Loan Amendment, which increased the existing DDT Loan by an aggregate principal amount of $100.0 million (the “Acquisition Loan”) to a total of $200.0 million, with interest (computed on the basis of a 365-day year for the actual number of days elapsed) on the unpaid principal amount thereof from and including the date of the funding on the Acquisition Loan (“Funding Date”) until paid in full. The Acquisition Loan will accrue interest at a rate equal to 5.95% plus the greater of (A) the Term SOFR and (B) 4.30%, as determined on the Funding Date the Acquisition Loan is payable in 60 consecutive monthly installments of combined principal and interest. In the event of a prepayment of the Acquisition Loan, Atlas LLC will be required to pay, and we have agreed to guaranty payment by Atlas LLC of, a premium on such prepayment amount of (A) 4%, if prepaid on or prior to the first anniversary of the Funding Date, (B) 3% if prepaid after the first, but on or prior to the second, anniversary of the Funding Date and (C) 2% if paid after the second anniversary of the Funding Date.
Reworded paragraphs (40)
Previous wording
This Report contains forward-looking statements that are subject to risks and uncertainties. All statements, other than statements of historical fact included in this Report, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Report, the words “may,” “forecast,” “continue,” “could,” “would,” “will,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the section titled “Risk Factors” included in this Report and in our Annual Report. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we believe that the forward-looking statements contained in this Report are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to:
Current wording
This Report contains forward-looking statements that are subject to risks and uncertainties. All statements, other than statements of historical fact included in this Report, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Report, the words “may,” “forecast,” “continue,” “could,” “would,” “will,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the section titled “Risk Factors” included in this Report, our Annual Report, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 6, 2025. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we believe that the forward-looking statements contained in this Report are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to:
Previous wording
the impact of geopolitical developments and tensions, war and uncertainty in oil-producing countries (including the invasion of Ukraine by Russia, the Israel-Hamas war, continued instability in the Middle East, including from the Houthi rebels in Yemen, and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy);
Current wording
the impact of geopolitical developments and tensions, war and uncertainty in oil-producing countries (including the invasion of Ukraine by Russia, the Israel-Hamas war, the Israel-Iran conflict, continued instability in the Middle East, including from the Houthi rebels in Yemen, and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy);
Previous wording
We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, the risks described under the section titled “Item 1A. Risk Factors” in this Report and the risk factors disclosed under the heading “Risk Factors” included in our Annual Report.
Current wording
We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, the risks described under the section titled “Item 1A. Risk Factors” in this Report and the risk factors disclosed under the heading “Risk Factors” included in our Annual Report and Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 6, 2025.
Previous wording
Under the terms and conditions of the Moser Purchase Agreement, the aggregate consideration paid to the Seller in the Moser Acquisition (the “Moser Consideration”) consisted of (i) $180.0 million in cash and (ii) approximately 1.7 million shares (the “Moser Stock Consideration”) of the Company’s par value $0.01 per share common stock (the “Common Stock”), issued at the closing of the Moser Acquisition. All or any portion of the Moser Stock Consideration is subject to redemption (the “Redemption Right”) at the option of the Company within 90 days of closing of the Moser Acquisition (the “Moser Closing”). The Moser Consideration is subject to customary post-closing adjustments.
Current wording
Under the terms and conditions of the Moser Purchase Agreement, the aggregate consideration paid to the Seller in the Moser Acquisition (the “Moser Consideration”) consisted of (i) $180.0 million in cash and (ii) approximately 1.7 million shares (the “Moser Stock Consideration”) of Common Stock, issued at the closing of the Moser Acquisition. The Moser Consideration is subject to customary post-closing adjustments.
Previous wording
The foregoing description of the Moser Acquisition and the Moser Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Moser Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Report.
Current wording
The foregoing description of the Moser Acquisition and the Moser Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Moser Purchase Agreement, a copy of which is filed as Exhibit 2.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 6, 2025.
Previous wording
Drilling and completions activities for oil and gas are highly correlated to oil and gas prices. Despite commodity price fluctuations due to ongoing uncertainties in geopolitics, OPEC+ production plans, tariffs, and Chinese economic growth, amongst other factors, North American drilling and completion activity remained relatively flat during the period. The price for West Texas Intermediate (“WTI”) crude oil ended the first quarter at $68.24 per barrel (“Bbl”), as compared to $81.28 per Bbl in the first quarter of 2024, representing a decrease of approximately 16%. Global oil prices declined during the first quarter on oversupply fears largely due to the OPEC+ decision to increase production, but we believe global economic growth coupled with an increased focus on energy security and large projected multi-year increases in power consumption should bolster demand, in both crude oil and natural gas, in the coming years.
Current wording
Drilling and completions activities for oil and gas are highly correlated to oil and gas prices. Despite commodity price fluctuations due to ongoing uncertainties in geopolitics, OPEC+ production plans, tariffs, and Chinese economic growth, amongst other factors, North American drilling and completion activity remained relatively flat during the period. The price for West Texas Intermediate (“WTI”) crude oil ended the second quarter of 2025 at $65.11 per barrel (“Bbl”), as compared to $81.54 per Bbl in the second quarter of 2024, representing a decrease of approximately 20%. Global oil prices declined during the first half of 2025 on oversupply fears largely due to the OPEC+ decision to increase production, but we believe global economic growth coupled with an increased focus on energy security and large projected multi-year increases in power consumption should bolster demand, in both crude oil and natural gas, in the coming years.
Previous wording
On March 12, 2025, the U.S. government imposed a 25% tariff on steel imports, and on April 2, 2025, the U.S. government announced a 10% tariff on product imports from almost all countries and individualized higher tariffs on certain other countries. As a result of the current administration’s trade policy, tariffs may increase our and our customers’ raw material input costs. Any further trade restrictions, retaliatory trade measures or additional tariffs could result in higher input costs to produce our products and increased costs to provide our services. To the extent that we are unable to pass all or any of such cost increases on to our customers, such cost increases could adversely affect our returns on investment and limit our ability to pursue future growth projects.
Current wording
On April 2, 2025, the U.S. government announced a 10% tariff on product imports from almost all countries and has since announced individualized higher tariffs on certain other countries. Additionally, on June 3, 2025, the U.S. government imposed a 50% tariff on steel imports, an increase from the previously announced 25% tariff. As a result of the current administration’s trade policy, tariffs may increase our and our customers’ raw material input costs. Any further trade restrictions, retaliatory trade measures or additional tariffs could result in higher input costs to produce our products and increased costs to provide our services. To the extent that we are unable to pass all or any of such cost increases on to our customers, such cost increases could adversely affect our returns on investment and limit our ability to pursue future growth projects.
Previous wording
The imposition of further tariffs by the United States on a broader range of imports, or further retaliatory trade measures taken in response to additional tariffs, could increase costs in our supply chain or reduce demand for our or our customers’ products, either of which could adversely affect our business. To the extent any such tariffs remain in place for a sustained period of time, or in the event of a global or domestic recession resulting therefrom, our customers could decide to delay currently planned growth projects or forego them entirely, each of which could result in decreased demand for our products and services and adversely affect our business and financial condition.
Current wording
To the extent any such tariffs remain in place for a sustained period of time, or in the event of a global or domestic recession resulting therefrom, our customers could decide to delay currently planned growth projects or forego them entirely, each of which could result in decreased demand for our products and services and adversely affect our business and financial condition.
Previous wording
We define Maintenance Capital Expenditures as capital expenditures excluding growth capital expenditures and reconstruction of previously incurred growth capital expenditures.
Current wording
We define Maintenance Capital Expenditures as capital expenditures excluding growth capital expenditures, reconstruction of previously incurred growth capital expenditures, equipment assets acquired through debt, and asset retirement obligations. Certain prior period equipment assets acquired through debt and asset retirement obligations have been removed from capital expenditures in order to conform to the current period presentation and to more accurately describe the Company’s consolidated operating performance and results period-over-period.
Previous wording
Other non-recurring costs includes costs incurred during our 2025 Term Loan Credit Facility transaction, reorganization under a new public holding company (the “Up-C Simplification”), temporary loadout, and other infrequent and unusual costs.
Current wording
(3) Other non-recurring costs includes costs incurred during our 2025 Term Loan Credit Facility (defined below under Debt Agreements) transaction, credit loss expense due to a dispute with a counterparty, reorganization under a new public holding company (the “Up-C Simplification”), temporary loadout, and other infrequent and unusual costs.
Previous wording
(4) Positive working capital changes reflect capital expenditures in the current period that will be paid in a future period. Negative working capital changes reflect capital expenditures incurred in a prior period but paid during the period presented. In addition, this amount includes equipment assets acquired through debt.
Current wording
(6) Positive working capital changes reflect capital expenditures in the current period that will be paid in a future period. Negative working capital changes reflect capital expenditures incurred in a prior period but paid during the period presented. In addition, this amount includes equipment assets acquired through debt and asset retirement obligations.
Previous wording
Product Revenue. Product revenue increased by $26.2 million to $139.6 million for the three months ended March 31, 2025, as compared to $113.4 million for the three months ended March 31, 2024. An increase in sales volume contributed to a $50.6 million increase in product revenue. This was partially offset by a decrease in proppant prices between the periods which contributed to a $36.8 million decrease in product revenue. There was $12.4 million in shortfall revenue for the three months ended March 31, 2025, as compared to no shortfall revenue for the three months ended March 31, 2024.
Current wording
Product Revenue. Product revenue decreased by $1.9 million to $126.3 million for the three months ended June 30, 2025, as compared to $128.2 million for the three months ended June 30, 2024. There was a decrease in proppant prices between the periods which contributed to a $26.1 million decrease in product revenue. This was offset by an increase in sales volume contributed to a $12.7 million increase in product revenue. There was $11.5 million in shortfall revenue for the three months ended June 30, 2025, as compared to no shortfall revenue for the three months ended June 30, 2024.
Previous wording
Rental Revenue. Rental revenue is $7.3 million for the three months ended March 31, 2025, due to the acquisition of Moser and the related revenue from leasing power equipment. There was no rental revenue for the three months ended March 31, 2024.
Current wording
Rental Revenue. Rental revenue is $16.0 million for the three months ended June 30, 2025, due to the acquisition of Moser and the related revenue from leasing power equipment. There was no rental revenue for the three months ended June 30, 2024.
Previous wording
Cost of sales (excluding depreciation, depletion and accretion expense). Cost of sales (excluding depreciation, depletion and accretion expense) increased by $99.4 million to $206.1 million for the three months ended March 31, 2025, as compared to $106.7 million for the three months ended March 31, 2024.
Current wording
Cost of sales (excluding depreciation, depletion and accretion expense). Cost of sales (excluding depreciation, depletion and accretion expense) decreased by $6.2 million to $195.9 million for the three months ended June 30, 2025, as compared to $202.1 million for the three months ended June 30, 2024.
Previous wording
Cost of sales (excluding depreciation, depletion, and accretion expense) related to rentals is $2.3 million for the three months ended March 31, 2025, due to the acquisition of Moser and the cost of sales associated with leasing power equipment. There was no cost of sales related to rentals for the three months ended March 31, 2024.
Current wording
Cost of sales (excluding depreciation, depletion, and accretion expense) related to rentals is $5.9 million for the three months ended June 30, 2025, due to the acquisition of Moser and the cost of sales associated with leasing power equipment. There was no cost of sales related to rentals for the three months ended June 30, 2024.
Previous wording
Depreciation, depletion and accretion expense. Depreciation, depletion and accretion expense increased by $19.8 million to $37.0 million for the three months ended March 31, 2025, as compared to $17.2 million for the three months ended March 31, 2024, due to additional depreciable assets placed into service when compared to the prior period as well as a full quarter of contribution from Hi-Crush and approximately one month of contribution from Moser.
Current wording
Depreciation, depletion and accretion expense. Depreciation, depletion and accretion expense increased by $15.6 million to $40.6 million for the three months ended June 30, 2025, as compared to $25.0 million for the three months ended June 30, 2024, due to additional depreciable assets placed into service when compared to the prior period as well as contribution from Moser.
Previous wording
Selling, general and administrative expense. Selling, general and administrative expense increased by $6.4 million to $34.4 million for the three months ended March 31, 2025, as compared to $28.0 million for the three months ended March 31, 2024. The increase is due to an increase of $3.5 million from employee costs, including an increase of $2.3 million of stock-based compensation expense, an increase of $5.8 million of other corporate expenses, and an offsetting decrease of $2.9 million of other acquisition related costs for the three months ended March 31, 2025, compared to the three months ended March 31, 2024.
Current wording
Selling, general and administrative expense. Selling, general and administrative expense increased by $7.1 million to $34.4 million for the three months ended June 30, 2025, as compared to $27.3 million for the three months ended June 30, 2024. The increase is due to an increase of $2.8 million from stock-based compensation, an increase of $0.2 million in corporate costs, as well as $4.1 million contribution from Moser for the three months ended June 30, 2025, compared to the three months ended June 30, 2024.
Previous wording
Our selling, general and administrative expense includes the non-cash expense for stock-based compensation expense for equity awards granted to our employees. For the three months ended March 31, 2025, stock-based compensation expense was $6.5 million, as compared to $4.2 million of stock-based expense for the three months ended March 31, 2024.
Current wording
Our selling, general and administrative expense includes the non-cash expense for stock-based compensation expense for equity awards granted to our employees. For the three months ended June 30, 2025, stock-based compensation expense was $8.3 million, as compared to $5.5 million of stock-based expense for the three months ended June 30, 2024.
Previous wording
Amortization expense of acquired intangible assets. Amortization expense of acquired intangible assets increased $3.7 million to $4.8 million for the three month ended March 31, 2025, as compared to $1.1 million for the three month ended March 31, 2024. The increase was primarily due to a full quarter of contribution from Hi-Crush and approximately one month of contribution from Moser.
Current wording
Amortization expense of acquired intangible assets. Amortization expense of acquired intangible assets increased $2.7 million to $6.5 million for the three month ended June 30, 2025, as compared to $3.8 million for the three month ended June 30, 2024. The increase was primarily due to the amortization of intangibles associated with the Moser acquisition.
Previous wording
Interest (expense), net. Interest expense, net increased by $7.1 million to $12.1 million for the three months ended March 31, 2025, as compared to $5.0 million for the three months ended March 31, 2024. The increase is driven by the 2025 Term Loan Credit Facility and associated debt refinancing.
Current wording
Interest (expense), net. Interest expense, net increased by $4.3 million to $14.8 million for the three months ended June 30, 2025, as compared to $10.5 million for the three months ended June 30, 2024. The increase is driven by the 2025 Term Loan Credit Facility and associated debt refinancing.
Previous wording
Income tax expense. Income tax expense decreased $5.6 million to $2.3 million for the three months ended March 31, 2025, as compared to $7.9 million for the three months ended March 31, 2024. The decrease is primarily attributable to a decrease in income before income taxes for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.
Current wording
Income tax expense (benefit). Income tax expense (benefit) decreased $4.8 million to $(1.7) million for the three months ended June 30, 2025, as compared to $3.1 million for the three months ended June 30, 2024. The decrease is primarily attributable to a decrease in income before income taxes for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.
Previous wording
Service Revenue. Services revenue, which includes freight for last-mile logistics services, increased by $71.4 million to $150.6 million for the three months ended March 31, 2025, as compared to $79.2 million for the three months ended March 31, 2024. The increase in logistics revenue was due to higher sales volumes shipped to last-mile logistics customers as well as a full quarter of contribution from Hi-Crush.
Current wording
Service Revenue. Services revenue, which includes freight for last-mile logistics services, increased by $58.5 million to $297.0 million for the six months ended June 30, 2025, as compared to $238.5 million for the six months ended June 30, 2024. The increase in logistics revenue was due to higher sales volumes shipped to last-mile logistics customers.
Previous wording
Cost of sales (excluding depreciation, depletion and accretion) related to product revenue increased by $30.8 million to $70.3 million for the three months ended March 31, 2025, as compared to $39.5 million for the three months ended March 31, 2024, due to increased production as well as a full quarter of contribution from Hi-Crush.
Current wording
Cost of sales (excluding depreciation, depletion and accretion) related to product revenue increased by $29.0 million to $136.4 million for the six months ended June 30, 2025, as compared to $107.4 million for the six months ended June 30, 2024, due to increased production.
Previous wording
Cost of sales (excluding depreciation, depletion and accretion expense) related to services increased by $66.3 million to $133.5 million for the three months ended March 31, 2025, as compared to $67.2 million for the three months ended March 31, 2024. The increase was due to higher sales volumes shipped to last-mile logistics customers during the period as well as a full quarter of contribution from Hi-Crush.
Current wording
Cost of sales (excluding depreciation, depletion and accretion expense) related to services increased by $55.9 million to $257.4 million for the six months ended June 30, 2025, as compared to $201.5 million for the six months ended June 30, 2024. The increase was due to higher sales volumes shipped to last-mile logistics customers during the period.
Previous wording
As of March 31, 2025, we had working capital, defined as current assets less current liabilities, of $144.4 million and $124.8 million of availability under the 2023 ABL Credit Facility. Our cash and cash equivalents totaled $68.7 million.
Current wording
As of June 30, 2025, we had working capital, defined as current assets less current liabilities, of $119.7 million and $124.8 million of availability under the 2023 ABL Credit Facility. Our cash and cash equivalents totaled $78.8 million.
Previous wording
Net Cash Provided by Operating Activities. Net cash used in operating activities was $7.5 million and net cash provided in operating activities was $39.6 million for the three months ended March 31, 2025 and 2024, respectively. Net income adjusted for non-cash items for the three months ended March 31, 2025 resulted in a cash increase of $53.2 million compared with a cash increase of $58.0 million for the three months ended March 31, 2024. This change was primarily due to lower earnings in 2025. Changes in net working capital for the three months ended March 31, 2025 resulted in a cash decrease of $60.7 million compared with a cash decrease of $18.5 million for the three months ended March 31, 2024. This change was primarily due to an increase in accounts receivable in 2025, which was partially offset by increases in accounts payable and accrued liabilities and other liabilities in 2025.
Current wording
Net Cash Provided by Operating Activities. Net cash provided by operating activities was $81.2 million and $100.4 million for the six months ended June 30, 2025 and 2024, respectively. Net income (loss) adjusted for non-cash items for the six months ended June 30, 2025 resulted in a cash increase of $106.7 million compared with a cash increase of $122.3 million for the six months ended June 30, 2024. This change was primarily due to lower earnings in 2025. Changes in net working capital for the six months ended June 30, 2025 resulted in a cash decrease of $25.5 million compared with a cash decrease of $21.9 million for the six months ended June 30, 2024. This change was primarily due to a decrease in accounts payable and accrued liabilities and other liabilities in 2025, which was partially offset by a decrease in accounts receivable in 2025.
Previous wording
Net Cash Used in Investing Activities. Net cash used in investing activities was $228.5 million and $237.7 million for the three months ended March 31, 2025 and 2024, respectively. The decrease is primarily attributable to less capital spending at the Kermit and Monahans facilities, OnCore distributed mining network, Dune Express and logistics assets during the three months ended March 31, 2025 when compared to the three months ended March 31, 2024. Additionally, we collected $5.4 million in insurance proceeds for the three months ended March 31, 2025 as compared to no insurance proceeds received for the three months ended March 31, 2024. This was offset by a $39.3 million increase in acquisitions with Moser for the three months ended March 31, 2025 when compared to Hi-Crush for the three months ended March 31, 2024.
Current wording
Net Cash Used in Investing Activities. Net cash used in investing activities was $268.8 million and $353.5 million for the six months ended June 30, 2025 and 2024, respectively. The decrease in cash used is primarily attributable to less capital spending at the Kermit and Monahans facilities, OnCore distributed mining network, Dune Express and logistics assets during the six months ended June 30, 2025 when compared to the six months ended June 30, 2024. This was offset by a $39.3 million increase in acquisitions with Moser for the six months ended June 30, 2025 when compared to Hi-Crush for the six months ended June 30, 2024. Additionally, we collected $5.4 million in insurance proceeds for the six months ended June 30, 2025 as compared to no insurance proceeds received for the six months ended June 30, 2024.
Previous wording
Net Cash Provided by Financing Activities. Net cash provided by financing activities was $232.9 million and $175.1 million for the three months ended March 31, 2025 and 2024, respectively. This increase is primarily related to the proceeds from the Equity Offering and partially offset by payments on the Deferred Cash Consideration Note and the 2023 ABL Credit Facility for the three months ended March 31, 2025 when compared to the three months ended March 31, 2024.
Current wording
Net Cash Provided by Financing Activities. Net cash provided by financing activities was $194.7 million and $147.6 million for the six months ended June 30, 2025 and 2024, respectively. This increase is primarily related to the proceeds from an underwritten public offering of 11.5 million shares of our Common Stock at a public offering price of $23.00 per share (the “Equity Offering”) and term loan borrowings for the six months ended June 30, 2025 when compared to the six months ended June 30, 2024. This increase was partially offset by payments on the Deferred Cash Consideration Note, the 2023 ABL Credit Facility and dividends for the six months ended June 30, 2025 when compared to the six months ended June 30, 2024.
Previous wording
On February 21, 2025, Atlas LLC entered into a credit agreement (the “2025 Term Loan Credit Agreement”) with Stonebriar, as administrative agent and initial lender, pursuant to which Stonebriar extended Atlas LLC a term loan credit facility comprised of a $540.0 million single advance term loan that was made on February 21, 2025 (the “2025 Term Loan Credit Facility”).
Current wording
On February 21, 2025, Atlas LLC entered into a credit agreement (the “2025 Term Loan Credit Agreement”) with Stonebriar Commercial Finance LLC (“Stonebriar”), as administrative agent and initial lender, pursuant to which Stonebriar extended Atlas LLC a term loan credit facility comprised of a $540.0 million single advance term loan that was made on February 21, 2025 (the “2025 Term Loan Credit Facility”).
Previous wording
The 2025 Term Loan Credit Facility includes a discount of $18.8 million and de minimis deferred financing fees. As discussed below (Repayment of the 2023 Term Loan Credit Agreement), the 2025 Term Loan Credit Facility also includes previously unamortized debt discount and deferred financing fees of $7.2 million, associated with prior Stonebriar borrowings. These amounts are recorded as a direct reduction from the carrying amount of the debt obligation on the Company’s condensed consolidated balance sheets and are amortized to interest expense using the effective interest method. Interest expense associated with the 2025 Term Loan Credit Facility was $5.5 million for the three months ended March 31, 2025 and the interest expense associated with the discount and deferred financing costs was $0.3 million for the three months ended March 31, 2025.
Current wording
The 2025 Term Loan Credit Facility includes a discount of $18.8 million and de minimis deferred financing fees. As discussed below (2023 Term Loan Credit Agreement), the 2025 Term Loan Credit Facility also includes previously unamortized debt discount and deferred financing fees of $7.2 million, associated with prior Stonebriar borrowings. These amounts are recorded as a direct reduction from the carrying amount of the debt obligation on the Company’s condensed consolidated balance sheets and are amortized to interest expense using the effective interest method. Interest expense associated with the 2025 Term Loan Credit Facility was $12.7 million and $18.2 million for the three and six months ended June 30, 2025, respectively, and the interest expense associated with the discount and deferred financing costs was $0.8 million and $1.1 million for the three and six months ended June 30, 2025, respectively.
Previous wording
In accordance with the Hi-Crush Merger Agreement, the Company issued a secured PIK toggle seller note in an aggregate principle amount of $111.3 million, with a final maturity date of January 31, 2026 (the “Deferred Cash Consideration Note”). The Deferred Cash Consideration Note was part of the consideration transferred and valued at fair value at the acquisition date. This amount is subject to adjustments as set forth in the Hi-Crush Merger Agreement. The Deferred Cash Consideration Note bears interest at a rate of 5.00% per annum if paid in cash, or 7.00% per annum if paid in kind. Interest on the Deferred Cash Consideration Note is payable quarterly in arrears beginning March 29, 2024 through maturity. Interest expense associated with the Deferred Cash Consideration Note was $0.7 million and $0.4 million for the three months ended March 31, 2025 and 2024, respectively.
Current wording
In accordance with the Hi-Crush Merger Agreement, the Company issued a secured PIK toggle seller note in an aggregate principle amount of $111.3 million, with a final maturity date of January 31, 2026 (the “Deferred Cash Consideration Note”). The Deferred Cash Consideration Note was part of the consideration transferred and valued at fair value at the acquisition date. This amount is subject to adjustments as set forth in the Hi-Crush Merger Agreement. The Deferred Cash Consideration Note bears interest at a rate of 5.00% per annum if paid in cash, or 7.00% per annum if paid in kind. Interest on the Deferred Cash Consideration Note is payable quarterly in arrears beginning March 29, 2024 through maturity. Interest expense associated with the Deferred Cash Consideration Note was $0.2 million and $0.9 million for the three and six months ended June 30, 2025, respectively. Interest expense associated with the Deferred Cash Consideration Note was $1.4 million and $1.8 million for the three and six months ended June 30, 2024, respectively.
Previous wording
The Deferred Cash Consideration Note included $4.6 million of debt discount and approximately $0.1 million deferred financing costs. The discount and deferred financing costs are a direct reduction from the carrying amount of the debt obligation on the Company’s condensed consolidated balance sheets and are amortized to interest expense using the effective interest method. Interest expense associated with the discount and deferred financing costs were approximately $0.6 million and $0.1 million in total for the three months ended March 31, 2025 and 2024, respectively.
Current wording
The Deferred Cash Consideration Note included $4.6 million of debt discount and approximately $0.1 million deferred financing costs. The discount and deferred financing costs are a direct reduction from the carrying amount of the debt obligation on the Company’s condensed consolidated balance sheets and are amortized to interest expense using the effective interest method. Interest expense associated with the discount and deferred financing costs were approximately $0.6 million and $1.2 million in total for the three and six months ended June 30, 2025, respectively. Interest expense associated with the discount and deferred financing costs were approximately $0.7 million and $0.8 million in total for the three and six months ended June 30, 2024, respectively.
Previous wording
On July 31, 2023, Atlas LLC entered into a credit agreement (the “2023 Term Loan Credit Agreement”) with Stonebriar, as administrative agent and initial lender, pursuant to which Stonebriar extended Atlas LLC a term loan credit facility comprising a $180.0 million single advance term loan that was made on July 31, 2023 (the “Initial Term Loan”) and commitments to provide up to $100.0 million of delayed draw (the “DDT Loan”) term loans (collectively, the “2023 Term Loan Credit Facility”).
Current wording
On July 31, 2023, Atlas LLC entered into a credit agreement (the “2023 Term Loan Credit Agreement”) with Stonebriar, as administrative agent and initial lender, pursuant to which Stonebriar extended Atlas LLC a term loan credit facility comprising a $180.0 million single advance term loan that was made on July 31, 2023 (the “Initial Term Loan”) and commitments to provide up to $100.0 million of delayed draw (the “DDT Loan”) term loans (collectively, the “2023 Term Loan Credit Facility”), which was subsequently amended to provide an additional delayed draw term loan (the “ADDT Loan”) in the aggregate principal amount of $150.0 million and increase the existing DDT Loan by an aggregate principal amount of $100.0 million to a total of $200.0 million.
Previous wording
Atlas LLC may also request swingline loans under the 2023 ABL Credit Agreement in an aggregate principal amount not to exceed $7.5 million. During the three months ended March 31, 2025 and the year ended December 31, 2024, Atlas LLC had no outstanding swingline loans under the 2023 ABL Credit Facility.
Current wording
Atlas LLC may also request swingline loans under the 2023 ABL Credit Agreement in an aggregate principal amount not to exceed $7.5 million. During the six months ended June 30, 2025 and the year ended December 31, 2024, Atlas LLC had no outstanding swingline loans under the 2023 ABL Credit Facility.
Previous wording
Borrowings under the 2023 ABL Credit Facility bear interest, at Atlas LLC’s option, at either a base rate or Term SOFR (as defined in the 2023 ABL Credit Agreement), as applicable, plus an applicable margin based on average availability as set forth in the 2023 ABL Credit Agreement. Term SOFR loans bear interest at Term SOFR for the applicable interest period plus an applicable margin, which ranges from 1.50% to 2.00% per annum based on average availability as set forth in the 2023 ABL Credit Agreement. Base rate loans bear interest at the applicable base rate, plus an applicable margin, which ranges from 0.50% to 1.00% per annum based on average availability as set forth in the 2023 ABL Credit Agreement. In addition to paying interest on outstanding principal under the 2023 ABL Credit Facility, Atlas LLC is required to pay a commitment fee which ranges from 0.375% per annum to 0.500% per annum with respect to the unutilized commitments under the 2023 ABL Credit Facility, based on the average utilization of the 2023 ABL Credit Facility. Atlas LLC is required to pay customary letter of credit fees, to the extent that one or more letter of credit is outstanding. For the three months ended March 31, 2025 and 2024, we recognized $0.1 million and $0.2 million, respectively, of interest expense, unutilized commitment fees and other fees under the 2023 ABL Credit Facility, classified as interest expense.
Current wording
Borrowings under the 2023 ABL Credit Facility bear interest, at Atlas LLC’s option, at either a base rate or Term SOFR (as defined in the 2023 ABL Credit Agreement), as applicable, plus an applicable margin based on average availability as set forth in the 2023 ABL Credit Agreement. Term SOFR loans bear interest at Term SOFR for the applicable interest period plus an applicable margin, which ranges from 1.50% to 2.00% per annum based on average availability as set forth in the 2023 ABL Credit Agreement. Base rate loans bear interest at the applicable base rate, plus an applicable margin, which ranges from 0.50% to 1.00% per annum based on average availability as set forth in the 2023 ABL Credit Agreement. In addition to paying interest on outstanding principal under the 2023 ABL Credit Facility, Atlas LLC is required to pay a commitment fee which ranges from 0.375% per annum to 0.500% per annum with respect to the unutilized commitments under the 2023 ABL Credit Facility, based on the average utilization of the 2023 ABL Credit Facility. Atlas LLC is required to pay customary letter of credit fees, to the extent that one or more letter of credit is outstanding. For the three and six months ended June 30, 2025, we recognized $0.2 million and $0.3 million, respectively, of interest expense, unutilized commitment fees and other fees under the 2023 ABL Credit Facility, classified as interest expense. For the three and six months ended June 30, 2024, we recognized $0.1 million and $0.3 million, respectively, of interest expense, unutilized commitment fees and other fees under the 2023 ABL Credit Facility, classified as interest expense.
Previous wording
On March 5, 2024 and November 12, 2024, the Company drew down $50.0 million and $20.0 million, respectively, under the 2023 ABL Credit Facility for general corporate purposes. There was interest expense of $0.6 million and $0.3 million for the three months ended March 31, 2025 and 2024, respectively. The draw included $0.3 million in debt issuance costs and $0.3 million in deferred financing costs. These costs are recorded under other long-term assets on the condensed consolidated balance sheets and are amortized on a straight-line basis over the life of the agreement. Interest expense associated with the amortization of these costs was $0.1 million andde minimis for the three months ended March 31, 2025 and 2024, respectively.
Current wording
On March 5, 2024 and November 12, 2024, the Company drew down $50.0 million and $20.0 million, respectively, under the 2023 ABL Credit Facility for general corporate purposes. The Company had no interest expense associated with the debt for the three months ended June 30, 2025 and had $0.6 million of interest expense for the six months ended June 30, 2025. There was interest expense of $0.9 million and $1.1 million for the three and six months ended June 30, 2024, respectively. The draw included $0.3 million in debt issuance costs and $0.3 million in deferred financing costs. These costs are recorded under other long-term assets on the condensed consolidated balance sheets and are amortized on a straight-line basis over the life of the agreement. Interest expense associated with the amortization of these costs were de minimis and $0.1 million for the three and six months ended June 30, 2025, respectively. Interest expense associated with the amortization of these costs was $0.1 million for both thethree and six months ended June 30, 2024.
Previous wording
On January 27, 2025, Atlas LLC and certain other subsidiaries of the Company entered into that certain Second Amendment to Loan, Security and Guaranty Agreement (the “Second ABL Amendment”), among Atlas LLC, as the borrower, the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. The Second ABL Amendment amends that certain Loan, Security and Guaranty Agreement dated as of February 22, 2023, as amended. Refer to the “Debt Agreements” section below for further details.
Current wording
Second Amendment to the 2023 ABL Credit Agreement
Previous wording
On January 27, 2025, Atlas LLC and certain other subsidiaries of the Company entered the Second ABL Amendment, among Atlas LLC, as the borrower, the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as the ABL Agent. The Second ABL Amendment amends that certain Loan, Security and Guaranty Agreement dated as of February 22, 2023, as amended.
Current wording
On January 27, 2025, Atlas LLC and certain other subsidiaries of the Company entered that certain Second Amendment to Loan, Security and Guaranty Agreement (the “Second ABL Amendment”), among Atlas LLC, as the borrower, the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as the ABL Agent. The Second ABL Amendment amends that certain Loan, Security and Guaranty Agreement dated as of February 22, 2023, as amended.
Previous wording
On February 21, 2025, Atlas LLC and certain other subsidiaries of the Company entered into that certain Third Amendment to Loan, Security and Guaranty Agreement (the “Third ABL Amendment”), among Atlas LLC, as the borrower, the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. The Third ABL Amendment amends that certain Loan, Security and Guaranty Agreement dated as of February 22, 2023, as amended. Refer to the “Debt Agreements” section below for further details.
Current wording
On February 21, 2025, Atlas LLC and certain other subsidiaries of the Company entered into that certain Third Amendment to Loan, Security and Guaranty Agreement (the “Third ABL Amendment”), among Atlas LLC, as the borrower, the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as the ABL Agent. The Third ABL Amendment amends that certain Loan, Security and Guaranty Agreement dated as of February 22, 2023, as amended.
Previous wording
The Company has other indebtedness of $6.6 million of equipment finance notes as of March 31, 2025. There was de minimis interest expense for the three months ended March 31, 2025 and no interest expense for the three months ended March 31, 2024. These equipment finance notes have terms ending in April 2025 through December 2029 and interest rates ranging from 1.99% to 8.45%.
Current wording
The Company has other indebtedness of $11.2 million of equipment finance notes as of June 30, 2025. There was de minimis interest expense and $0.1 million of interest expense for the three and six months ended June 30, 2025, respectively, and de minimis interest expense for both the three and six months ended June 30, 2024. These equipment finance notes have terms ending in April 2026 through April 2031 and interest rates ranging from 2.24% to 10.89%.
Rearranged current paragraphs (9)
Current report — wording carried from elsewhere
Service Revenue. Services revenue, which includes freight for last-mile logistics services, decreased by $12.9 million to $146.4 million for the three months ended June 30, 2025, as compared to $159.3 million for the three months ended June 30, 2024. The decrease in logistics revenue was due to a decrease in prices on volumes shipped to last-mile logistics customers.
Current report — wording carried from elsewhere
Product Revenue. Product revenue increased by $24.4 million to $266.0 million for the six months ended June 30, 2025, as compared to $241.6 million for the six months ended June 30, 2024. An increase in sales volume contributed to a $61.0 million increase in product revenue. This was partially offset by a decrease in proppant prices between the periods which contributed to a $60.5 million decrease in product revenue. There was $23.9 million in shortfall revenue for the six months ended June 30, 2025, as compared to no shortfall revenue for the six months ended June 30, 2024.
Current report — wording carried from elsewhere
Rental Revenue. Rental revenue is $23.3 million for the six months ended June 30, 2025, due to the acquisition of Moser and the related revenue from leasing power equipment. There was no rental revenue for the six months ended June 30, 2024.
Current report — wording carried from elsewhere
Cost of sales (excluding depreciation, depletion, and accretion expense) related to rentals is $8.2 million for the six months ended June 30, 2025, due to the acquisition of Moser and the cost of sales associated with leasing power equipment. There was no cost of sales related to rentals for the six months ended June 30, 2024.
Current report — wording carried from elsewhere
Depreciation, depletion and accretion expense. Depreciation, depletion and accretion expense increased by $35.4 million to $77.6 million for the six months ended June 30, 2025, as compared to $42.2 million for the six months ended June 30, 2024, due to additional depreciable assets placed into service when compared to the prior period as well as contribution from Moser.
Current report — wording carried from elsewhere
Our selling, general and administrative expense includes the non-cash expense for stock-based compensation expense for equity awards granted to our employees. For the six months ended June 30, 2025, stock-based compensation expense was $14.8 million, as compared to $9.7 million of stock-based expense for the six months ended June 30, 2024.
Current report — wording carried from elsewhere
Interest (expense), net. Interest expense, net increased by $11.5 million to $26.9 million for the six months ended June 30, 2025, as compared to $15.4 million for the six months ended June 30, 2024. The increase is driven by the 2025 Term Loan Credit Facility and associated debt refinancing.
Current report — wording carried from elsewhere
As of June 30, 2025, Atlas LLC was in compliance with the covenants of the 2025 Term Loan Credit Facility.
Current report — wording carried from elsewhere
Third Amendment to the 2023 ABL Credit Agreement
Rearranged previous paragraphs (16)
Previous report — wording carried elsewhere
The 2025 Term Loan Credit Facility is payable in eighty-five consecutive monthly installments, consisting of forty-eight monthly installments of combined principal and interest, thirty-six installments of interest only payments, and a final payment of the remaining outstanding principal balance at maturity. The 2025 Term Loan Credit Facility has a final maturity date of March 1, 2032 (the “Maturity Date”). The 2025 Term Loan Credit Facility bears interest at a rate equal to 9.51% per annum.
Previous report — wording carried elsewhere
The 2025 Term Loan Credit Facility includes a discount of $18.8 million and de minimis deferred financing fees. The 2025 Term Loan Credit Facility also includes previously unamortized debt discount and deferred financing fees of $7.2 million associated with prior Stonebriar borrowings. These amounts are recorded as a direct reduction from the carrying amount of the debt obligation on the Company’s condensed consolidated balance sheets and are amortized to interest expense using the effective interest method. For further discussion, see Note 8 -Debt, to the accompanying Financial Statements included elsewhere in this Report.
Previous report — wording carried elsewhere
The Company used the proceeds from the 2025 Term Loan Credit Facility (i) to refinance the existing 2023 Term Loan Credit Facility and the ADDT Loan (as defined below under “Debt Agreements ”), (ii) to finance the cash consideration for the Moser Acquisition, and (iii) for general corporate purposes.
Previous report — wording carried elsewhere
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
Previous report — wording carried elsewhere
On February 21, 2025, Atlas LLC entered into the 2025 Term Loan Credit Agreement with Stonebriar, as administrative agent and initial lender, pursuant to which Stonebriar extended Atlas LLC a term loan credit facility comprised of a $540.0 million single advance term loan that was made on February 21, 2025.
Previous report — wording carried elsewhere
In the event that the Leverage Ratio (as defined under the 2025 Term Loan Credit Agreement) as of the end of any fiscal quarter ending on or after June 30, 2025 is equal to or greater than 2.5:1.0, Atlas LLC will be required to prepay the 2025 Term Loan Credit Facility with 50% of Excess Cash Flow (as defined under the 2025 Term Loan Credit Agreement) for the fiscal quarter period most recently ended less the aggregate amount of optional prepayments of the Term Loan made during such period.
Previous report — wording carried elsewhere
Atlas LLC may voluntarily redeem the loan outstanding under the 2025 Term Loan Credit Facility, provided that any such prepayment shall include a prepayment fee equal to the sum of the Make-Whole Amount (as defined in under the 2025 Term Loan Credit Agreement) plus (a) three percent (3%) of the principal amount being repaid if such prepayment occurs on or prior to February 21, 2028, (b) two percent (2%) of the principal amount being repaid if such prepayment occurs after February 21, 2028 but on or prior to February 21, 2029 and (c) one percent (1%) of the of the principal amount being repaid if such prepayment occurs thereafter. The Make-Whole Amount shall equal zero (0) when calculating any prepayment made after February 21, 2027. Upon the maturity of the 2025 Term Loan Credit Facility, the entire unpaid principal amount of the loan outstanding thereunder, together with interest, fees and other amounts payable in connection with the facility, will be immediately due and payable without further notice or demand.
Previous report — wording carried elsewhere
Dividends and distributions to equity holders are permitted to be made pursuant to certain limited exceptions and baskets described in the 2025 Term Loan Credit Agreement and otherwise generally subject to certain restrictions set forth in the 2025 Term Loan Credit Agreement, including the requirement that no Event of Default (as defined under the 2025 Term Loan Credit Agreement) has occurred and is continuing.
Previous report — wording carried elsewhere
The 2025 Term Loan Credit Facility includes certain non-financial covenants, including but not limited to restrictions on incurring additional debt and certain distributions. The 2025 Term Loan Credit Facility is subject to two financial covenants, which require that the Loan Parties (as defined in the 2025 Term Loan Credit Agreement) maintain a maximum Leverage Ratio of 4.0 to 1.0 and a minimum Liquidity (as defined in the 2025 Term Loan Credit Agreement) of $40,000,000. Such financial covenants are tested as of the last day of each fiscal quarter.
Previous report — wording carried elsewhere
The 2025 Term Loan Credit Facility is unconditionally guaranteed, jointly and severally, by Atlas LLC and its subsidiaries and secured by substantially all of the assets of Atlas LLC and its subsidiaries. The 2025 Term Loan Credit Facility is also unconditionally guaranteed on an unsecured basis by the Company.
Previous report — wording carried elsewhere
The 2023 Term Loan Credit Facility is unconditionally guaranteed, jointly and severally, by Atlas LLC and its subsidiaries and secured by substantially all of the assets of Atlas LLC and its subsidiaries. The 2023 Term Loan Credit Facility is unconditionally guaranteed on an unsecured basis by Atlas Energy Solutions Inc.
Previous report — wording carried elsewhere
First Amendment to the 2023 Term Loan Credit Agreement
Previous report — wording carried elsewhere
The ADDT Loan included $1.5 million of debt discount and $0.5 million in deferred financing costs. The discount and deferred financing costs are a direct reduction from the carrying amount of the debt obligation on the Company’s condensed consolidated balance sheets and are amortized to interest expense using the effective interest method. Interest expense associated with the discount and deferred financing costs were $0.1 million and de minimis in total for the three months ended March 31, 2025 and 2024, respectively.
Previous report — wording carried elsewhere
Repayment of the 2023 Term Loan Credit Agreement
Previous report — wording carried elsewhere
The Second ABL Amendment permitted the Company and its applicable affiliates to enter into the Second Term Loan Amendment, pursuant to which the principal amount of the existing DDT Loan was increased by an aggregate principal amount of $100.0 million.
Previous report — wording carried elsewhere
On February 21, 2025, Atlas LLC and certain other subsidiaries of the Company entered into the Third ABL Amendment, among Atlas LLC, as the borrower, the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as the ABL Agent. The Third ABL Amendment amends that certain Loan, Security and Guaranty Agreement dated as of February 22, 2023, as amended.