Atlas Energy Solutions Inc.
For the period ended Mar 31, 2026. Filed May 5, 2026.
View on SEC.govAbout this filing
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.
Mar 31, 2026 · Filed May 5, 2026
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 2025-09-30; filed 2025-11-04.
0001193125-25-264871
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-05.
0001193125-26-206587
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 210 previous paragraphs and 205 current paragraphs.
120 unchanged; 47 reworded; 35 added; 40 removed; 3 previous and 3 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 (35)
Current report
hazards customary to the operation of power generation facilities, including transporting, storing and handling fuel, operating industrial, electrical and other equipment, and connecting to high voltage transmission and distribution systems;
Current report
customer concentration, the potential for future consolidation amongst current or potential customers and the possibility that customers may not continue to outsource their power system needs, which could affect demand for our products and services, especially in the power generation industry;
Current report
Power Purchase Agreement
Current report
On April 1, 2026, the Company announced that Socorro entered into a five-year power purchase agreement (with options to renew for two five-year terms, up to an additional 10 years) (the “PPA”) with a technology infrastructure provider (the “Customer”), pursuant to which the Company has agreed to develop a power facility and provide dedicated on-site power generation capacity for the Customer. The equipment to be delivered pursuant to the PPA represents 50% of the 240 MW of recently ordered power generation equipment from a dealer of Caterpillar Inc. (NYSE: CAT), which was previously announced on November 3, 2025. The Company anticipates full energization during the first half of 2027, subject to customary conditions.
Current report
Power Equipment Reservation
Current report
On March 4, 2026, Atlas Energy Solutions ProjectCo, LLC (“ProjectCo”), a Texas limited liability company and an indirect wholly owned subsidiary of the Company, entered into the Global Framework Agreement (the “GFA”) with Caterpillar Inc. (“Caterpillar”) pursuant to which Caterpillar will reserve approximately 1.4 GW (“Reserved Capacity”) of incremental power generation equipment (the “Caterpillar Equipment”) and ProjectCo will commit to purchase the Caterpillar Equipment from certain Caterpillar authorized dealers (“Participating Dealers”) based on ProjectCo’s monthly demand forecast beginning on the effective date of the GFA and ending on December 31, 2030 (the “Term”) for an initial total aggregate purchase obligation of approximately $840.0 million. The initial purchase price for the Caterpillar Equipment is subject to adjustments including annual escalations capped at 8% per year, shipping and transportation and adjustments for tariffs affecting the cost of the Caterpillar Equipment. ProjectCo must pay an annual capacity deposit of $5.0 million (“Advanced Payment”) in June of each year, beginning in 2027, which will be credited towards the purchase price of Caterpillar Equipment. Payment for the Caterpillar Equipment is structured in customary installments.
Current report
Financial Developments
Current report
On April 9, 2026, the Company issued $450.0 million aggregate principal amount of its 0.50% Convertible Senior Notes due 2031 (the “Notes” and the offering of the Notes, the “Notes Offering”), which included the full exercise of an over-allotment option for $60.0 million principal amount of Notes. The Company received an estimated $386.2 million of net proceeds from the Notes, after deducting underwriting and offering fees. The Company used $49.7 million of the net proceeds to fund the cost of entering into capped call transactions, $66.2 million of the net proceeds to pay down outstanding borrowings under its Lease Documents (defined below under Debt Agreements), and $76.9 million of the net proceeds to pay down its 2023 ABL Credit Facility (defined below under Debt Agreements). The Company expects to use the remainder of the net proceeds for general corporate purposes, including to purchase a portion of the power generation equipment under the GFA, along with balance of plant and supporting equipment.
Current report
For additional information on the terms of the Notes and related capped call transactions, refer to Note 17 -Subsequent Eventsof the unaudited condensed consolidated financial statements (the “Financial Statements”) included elsewhere in this Report.
Current report
On April 9, 2026, Atlas LLC and certain subsidiaries of the Company entered into that certain Fifth Amendment to Loan, Security and Guaranty Agreement (the “Fifth 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 Fifth ABL Amendment amends that certain Loan, Security and Guaranty Agreement, dated as of February 22, 2023, as amended, to, among other things, permit the issuance of the Notes Offering and related capped call transactions.
Current report
2023 ABL Credit Agreement
Current report
The Company drew down $25.0 million on January 30, 2026, under the 2023 ABL Credit Facility, for general corporate purposes.
Current report
On April 15, 2026, the Company paid Stonebriar Commercial Finance LLC (“Stonebriar”) $66.2 million for outstanding borrowings under its Lease Documents.
Current report
In January 2026, the Deferred Cash Consideration Note (defined below under Debt Agreements) increased by $1.1 million in accordance with settlement terms from the Hi-Crush Merger Agreement (defined below under Debt Agreements). The remaining $11.1 million of principal was paid at maturity.
Current report
Drilling and completions activity is highly correlated to commodity prices. West Texas Intermediate crude oil averaged $71.80 per barrel in the first quarter of 2026, roughly flat versus $71.84 per barrel in the first quarter of 2025. The near-term price outlook remains volatile amid ongoing global conflict, with potential stabilization in the second half of 2026. Longer term, global economic growth, energy security priorities, and projected multi-year increases in power consumption could bolster demand for both crude and natural gas.
Current report
Demand for the Company's power generation is driven by accelerating U.S. power needs set against constrained grid infrastructure. Aging transmission and distribution networks and demand growth from data centers and reshored manufacturing are expected to drive increasing need for distributed power. Grid constraints also create bridge power opportunities for industrial and construction projects awaiting permanent grid solutions. This demand growth coincides with well-documented challenges to U.S. grid reliability and generation capacity.
Current report
Sand and Logistics Segment
Current report
Power Segment
Current report
We generate revenue through the rental of our power equipment. Power equipment rentals are performed under a variety of contract structures. We also generate product revenue from the sale of power equipment to customers. Power equipment revenues are derived from sales agreements with customers for certain equipment.
Current report
Sand and Logistics Segment
Current report
Power Segment
Current report
Rental Revenue. Rental revenue increased by $10.2 million to $17.5 million for the three months ended March 31, 2026, as compared to $7.3 million for the three months ended March 31, 2025. The increase in rental revenue was due to three months of operations acquired in the Moser Acquisition for the three months ended March 31, 2026, as compared to one month of operations for the three months ended March 31, 2025.
Current report
Cost of sales (excluding depreciation, depletion and accretion) related to product revenue increased by $10.8 million to $81.1 million for the three months ended March 31, 2026, as compared to $70.3 million for the three months ended March 31, 2025. Sand and logistics cost of sales related to product revenue increased by $8.7 million to $79.0 million for the three months ended March 31, 2026, as compared to $70.3 million for the three months ended March 31, 2025. This increase was due to increased production along with an increase in rentals, maintenance, and payroll expenses. Power cost of sales related to product revenue is $2.1 million for the three months ended March 31, 2026 due to the sale of power equipment. There was no power cost of sales related to product revenue for the three months ended March 31, 2025.
Current report
Cost of sales (excluding depreciation, depletion, and accretion expense) related to rentals increased by $3.6 million to $5.9 million for the three months ended March 31, 2026, as compared to $2.3 million for the three months ended March 31, 2025. This increase was due to three months of operations acquired in the Moser Acquisition for the three months ended March 31, 2026, as compared to one month of operations for the three months ended March 31, 2025.
Current report
Net Cash Provided by Financing Activities. Net cash provided by financing activities was $2.8 million and $232.9 million for the three months ended March 31, 2026 and 2025, respectively. This decrease is primarily attributable to the $253.1 million provided in the Equity Offering (defined below under Debt Agreements) that occurred for the three months ended March 31, 2025, as compared to no such activity for the three months ended March 31, 2026. This decrease was partially offset by the $30.4 million used in dividends distributed for the three months ended March 31, 2025, as compared to no such activity for the three months ended March 31, 2026.
Current report
On March 5, 2024, the Company completed the acquisition of the Permian Basin proppant production and logistics businesses and operations of Hi-Crush Inc., a Delaware corporation (“Hi-Crush”), in exchange for mixed consideration, subject to customary post-closing adjustments (the “Hi-Crush Transaction”), pursuant to that certain Agreement and Plan of Merger, dated February 26, 2024 (the “Hi-Crush Merger Agreement”), by and among the Company, Atlas LLC, Wyatt Merger Sub 1 Inc., a Delaware corporation and direct, wholly-owned subsidiary of Atlas LLC, Wyatt Merger Sub 2, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Atlas LLC, Hi-Crush, each stockholder of Hi-Crush as of immediately prior to the effective time of the mergers pursuant to the Hi-Crush Merger Agreement (each a “Hi-Crush Stockholder” and, collectively, the “Hi-Crush Stockholders”), Clearlake Capital Partners V Finance, L.P., solely in its capacity as the Hi-Crush Stockholders’ representative and HC Minerals Inc., a Delaware corporation (collectively, the “Parties”).
Current report
Fourth Amendment to the 2023 ABL Credit Agreement
Current report
On December 26, 2025, Atlas LLC and certain other subsidiaries of the Company entered into that certain Fourth Amendment to Loan, Security and Guaranty Agreement (the “Fourth 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 Fourth ABL Amendment amends that certain Loan, Security and Guaranty Agreement dated as of February 22, 2023, as amended.
Current report
The Fourth ABL Amendment permitted the Company to form Socorro and to unconditionally guarantee Socorro’s obligations under the Lease Agreement.
Current report
On April 9, 2026, Atlas LLC and certain subsidiaries of the Company entered into the Fifth 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 Fifth ABL Amendment amends that certain Loan, Security and Guaranty Agreement, dated as of February 22, 2023, as amended, to, among other things, permit the issuance of the Notes Offering and related capped call transactions.
Current report
On December 26, 2025, the Company, entered into a master lease agreement (the “Lease Agreement”) by and between Socorro, as lessee, and Stonebriar, as lessor, and an Interim Funding Agreement (the “Interim Funding Agreement” and, together with the Lease Agreement, the “Lease Documents”), by and between Socorro and Stonebriar, pursuant to which Socorro assigned a reservation agreement (the “Reservation Agreement”) for the manufacture of approximately 240 MW of power generation equipment (the “Equipment”) to Stonebriar and Stonebriar agreed to lease such power generation equipment back to Socorro.
Current report
Pursuant to the Lease Documents, Stonebriar will make periodic advances up to $385.0 million and Socorro will make payments to Stonebriar in two phases: (i) monthly rental payments in the amount of the unpaid balance of the aggregate amounts advanced by Stonebriar multiplied by a lease rate factor equal to a per annum rate equal to the sum of one-month SOFR plus 635 basis points and (ii) once Equipment (as defined in the Interim Funding Agreement) under the Reservation Agreement is delivered to and accepted by Socorro, monthly rental payments in an amount set forth in the applicable Schedule (as defined in the Interim Funding Agreement) relating to such Equipment. The Lease Agreement provides that Socorro may terminate the Lease Agreement (x) prior to the Term Expiration Date (as defined in the Lease Agreement) for an early termination price set forth on the Schedule for such Equipment or (y) on the Term Expiration Date as set forth on the Schedule for such Equipment, in each case, subject to certain terms and conditions described in the Lease Agreement. The obligations under the Lease Agreement are guaranteed on an unsecured basis by the Company.
Current report
On April 15, 2026, the Company paid Stonebriar $66.2 million for outstanding borrowings under its Lease Documents.
Current report
On April 9, 2026, the Company issued $450.0 million aggregate principal amount of the Notes, which included the full exercise of an over-allotment option for $60.0 million principal amount of Notes. The Company received an estimated $386.2 million of net proceeds from the Notes, after deducting underwriting and offering fees. The Company used $49.7 million of the net proceeds to fund the cost of entering into capped call transactions, $66.2 million of the net proceeds to pay down outstanding borrowings under its Lease Documents, and $76.9 million of the net proceeds to pay down its 2023 ABL Credit Facility. The Company expects to use the remainder of the net proceeds for general corporate purposes, including to purchase a portion of the power generation equipment under the GFA, along with balance of plant and supporting equipment.
Current report
Refer to Note 17 -Subsequent Events for additional information on the terms of the Notes and related capped call transactions.
Removed paragraphs (40)
Previous report
uncertainties as to whether the Moser Acquisition will achieve its anticipated benefits and projected synergies within the expected time period or at all;
Previous report
our ability to integrate the business of Moser in a successful manner and in the expected time period;
Previous report
unforeseen or unknown liabilities, future capital expenditures and potential litigation relating to the Moser Acquisition;
Previous report
On July 28, 2025, Atlas LLC entered into a membership interest purchase agreement (the “PropFlow Purchase Agreement”) with BCA HoldCo, LLC, a Delaware limited liability company (“BCA HoldCo”), and certain other signatories thereto, pursuant to which Atlas LLC acquired 100% of the membership interests in PropFlow, LLC, a Delaware limited liability company (“PropFlow”), and its wholly owned subsidiaries, for approximately $25.0 million in cash, subject to customary post-closing adjustments (such transaction, the “PropFlow Acquisition”). In addition, up to $15.0 million in the aggregate in contingent earn-out consideration may be paid to BCA HoldCo in fiscal years 2027 and 2028 pursuant to the PropFlow Purchase Agreement, subject to the achievement of certain revenue targets. Pursuant to the PropFlow Purchase Agreement, Atlas acquired PropFlow’s patented on-wellsite proppant filtration technology. The Company borrowed $25.0 million under the 2023 ABL Credit Facility (as defined below under “Debt Agreements ”) to fund the cash consideration for the PropFlow Acquisition. For further discussion, refer to Note 3 - Acquisitionsof the unaudited condensed consolidated financial statements (the “Financial Statements”) included elsewhere in this Report.
Previous report
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 report
Dividends and Distributions
Previous report
On May 2, 2025, the Company declared a dividend of $0.25 per share of Common Stock. The dividend was paid on May 22, 2025 to holders of record of Common Stock as of the close of business on May 15, 2025.
Previous report
On August 3, 2025, the Company declared a dividend of $0.25 per share of Common Stock. The dividend was paid on August 21, 2025 to holders of record of Common Stock as of the close of business on August 14, 2025.
Previous report
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 hikes, and tariffs, amongst other factors, North American drilling and completion activity experienced a modest decline during the period. The price for West Texas Intermediate crude oil ended the third quarter of 2025 at $63.96 per barrel (“Bbl”), as compared to $70.24 per Bbl in the third quarter of 2024, representing a decrease of approximately 9%. Global oil prices declined on oversupply fears largely due to the OPEC+ decision to unwind output cuts, but we believe global economic growth coupled with an increased focus on domestic 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 report
We anticipate an increasing demand for power generation in the U.S. to support power demand growth primarily from data centers, artificial intelligence, and other advanced technologies, such as cloud information technology infrastructure. The anticipated increase in demand coincides with existing constraints on the U.S. electrical grid, which currently faces significant challenges across both reliability and adequate power-generation capacity to support expected demand.
Previous report
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 report
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 report
The effect of tariffs and the application and interpretation of existing trade agreements continues to evolve, and we continue to monitor these matters and assess any potential negative impacts on our business.
Previous report
We also generate revenue through the rental of our power equipment and related services, including transportation of our generators and field supervision and support. Power equipment rentals and provision of related services are performed under a variety of contract structures.
Previous report
(1) Represents loss on disposal of one of the Company’s dredge mining assets at its Kermit facility and 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.
Previous report
On March 5, 2024, the Company completed the Hi-Crush Transaction, in which the Company acquired substantially all of Hi-Crush Inc.’s, a Delaware corporation (“Hi-Crush”), Permian Basin proppant production and logistics businesses and operations in exchange for (i) cash consideration of $140.1 million, (ii) 9.7 million shares of Common Stock issued at the closing of the transaction, and (iii) the Deferred Cash Consideration Note in an aggregate principal amount of $111.3 million. This history impacts the comparability of our operational results from year to year. Additional information on these transactions can be found in Note 3 - Acquisitions of the Financial Statements included elsewhere in this Report.
Previous report
On February 24, 2025, the Company completed the Moser Acquisition, in which the Company acquired 100% of the authorized, issued and outstanding equity ownership interests in Moser AcquisitionCo and Moser Engine Service, Inc. (d/b/a Moser Energy Systems) in exchange for (i) cash consideration of $180.0 million and (ii) the Moser Stock Consideration. This history impacts the comparability of our operational results from year to year. Additional information on these transactions can be found in Note 3 - Acquisitions of the Financial Statements included elsewhere in this Report.
Previous report
Rental Revenue. Rental revenue is $17.1 million for the three months ended September 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 September 30, 2024.
Previous report
Cost of sales (excluding depreciation, depletion and accretion) related to product revenue decreased by $17.8 million to $71.0 million for the three months ended September 30, 2025, as compared to $88.8 million for the three months ended September 30, 2024. This decrease was due to a decrease in rental equipment and outside service cost associated with lower production, as well as not incurring costs related to the temporary loadout equipment associated with the mechanical fire at the Kermit facility that occurred in 2024.
Previous report
Cost of sales (excluding depreciation, depletion, and accretion expense) related to rentals is $6.4 million for the three months ended September 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 September 30, 2024.
Previous report
Loss on disposal of assets. There was no loss on disposal of assets for the three months ended September 30, 2025, as compared to $8.6 million loss on disposal of assets for the three months ended September 30, 2024, due to the $8.6 million disposal from the damaged dredge asset. See Note 6 - Property, Plant and Equipment, Net - Impairment or Disposal of Long-Lived Assetsfor more information.
Previous report
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Previous report
Service Revenue. Services revenue, which includes freight for last-mile logistics services, increased by $35.0 million to $432.6 million for the nine months ended September 30, 2025, as compared to $397.6 million for the nine months ended September 30, 2024. The increase in logistics revenue was due to higher sales volumes shipped to last-mile logistics customers.
Previous report
Rental Revenue. Rental revenue is $40.4 million for the nine months ended September 30, 2025, due to the acquisition of Moser and the related revenue from leasing power equipment. There was no rental revenue for the nine months ended September 30, 2024.
Previous report
Cost of sales (excluding depreciation, depletion and accretion expense). Cost of sales (excluding depreciation, depletion and accretion expense) increased by $63.0 million to $597.2 million for the nine months ended September 30, 2025, as compared to $534.2 million for the nine months ended September 30, 2024.
Previous report
Cost of sales (excluding depreciation, depletion and accretion) related to product revenue increased by $11.1 million to $207.3 million for the nine months ended September 30, 2025, as compared to $196.2 million for the nine months ended September 30, 2024, due to increased mining, utility, and payroll cost associated with increased production. This was partially offset by not incurring costs related to the temporary loadout equipment associated with the mechanical fire at the Kermit facility that occurred in 2024.
Previous report
Cost of sales (excluding depreciation, depletion and accretion expense) related to services increased by $37.1 million to $375.1 million for the nine months ended September 30, 2025, as compared to $338.0 million for the nine months ended September 30, 2024. The increase was due to the higher sales volumes shipped being partially offset by shortened average drive distances for deliveries to last-mile logistics customers during the period.
Previous report
Cost of sales (excluding depreciation, depletion, and accretion expense) related to rentals is $14.8 million for the nine months ended September 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 nine months ended September 30, 2024.
Previous report
Depreciation, depletion and accretion expense. Depreciation, depletion and accretion expense increased by $50.0 million to $118.3 million for the nine months ended September 30, 2025, as compared to $68.3 million for the nine months ended September 30, 2024, due to additional depreciable assets placed into service when compared to the prior period as well as contribution from Moser and PropFlow.
Previous report
Selling, general and administrative expense. Selling, general and administrative expense increased by $24.4 million to $105.1 million for the nine months ended September 30, 2025, as compared to $80.7 million for the nine months ended September 30, 2024. The increase is due to an increase of $8.2 million from stock-based compensation, an increase of $6.2 million in other corporate expenses, as well as $10.0 million contribution from Moser for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.
Previous report
Credit loss expense. Credit loss expense is $4.2 million for the nine months ended September 30, 2025, as compared to de minimis credit loss expense for the nine months ended September 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.
Previous report
Amortization expense of acquired intangible assets. Amortization expense of acquired intangible assets increased $8.5 million to $17.1 million for the nine month ended September 30, 2025, as compared to $8.6 million for the nine month ended September 30, 2024. The increase was primarily due to the amortization of intangibles associated with the Moser Acquisition and PropFlow Acquisition.
Previous report
Loss on disposal of assets. There was no loss on disposal of assets for the nine months ended September 30, 2025, as compared to $19.7 million loss on disposal of assets for the nine months ended September 30, 2024, due to $11.1 million disposal of certain assets associated with mechanical fire at the Kermit facility and the $8.6 million disposal from the damaged dredge asset. See Note 6 - Property, Plant and Equipment, Net - Impairment or Disposal of Long-Lived Assetsfor more information.
Previous report
Interest (expense), net. Interest expense, net increased by $15.3 million to $41.9 million for the nine months ended September 30, 2025, as compared to $26.6 million for the nine months ended September 30, 2024. The increase is driven by the 2025 Term Loan Credit Facility and associated debt refinancing.
Previous report
Income tax expense (benefit). Income tax expense (benefit) decreased by $20.6 million to $(9.2) million for the nine months ended September 30, 2025, as compared to $11.4 million for the nine months ended September 30, 2024. The decrease is primarily attributable to a decrease in income before income taxes for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.
Previous report
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Previous report
Net Cash Provided by Financing Activities. Net cash provided by financing activities was $181.2 million and $112.6 million for the nine months ended September 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 $23.0 per share (the “Equity Offering”) and term loan borrowings for the nine months ended September 30, 2025 when compared to the nine months ended September 30, 2024. This increase was partially offset by payments on the Deferred Cash Consideration Note, the 2023 ABL Credit Facility and dividends for the nine months ended September 30, 2025 when compared to the nine months ended September 30, 2024.
Previous report
Deferred Cash Consideration Note
Previous report
2023 ABL Credit Facility
Previous report
In order to calculate depreciation of our fixed assets, other than plant facilities and mine development costs, we use the best estimated useful lives at the time the asset is placed into service.
Reworded paragraphs (47)
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, our Annual Report, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, filed with the SEC on May 6, 2025 and August 5, 2025, respectively. 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 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:
Previous wording
the effects of actions by, or disputes among or between, members of the Organization of Petroleum Exporting Countries and other oil producing nations (together, “OPEC+”) with respect to production levels or other matters related to the prices of oil and natural gas;
Current wording
the effects of actions by, or disputes among or between, members of OPEC+ with respect to production levels or other matters related to the prices of oil and natural gas;
Previous wording
changes in the availability of grid power that would reduce the need for mobile power supply, particularly in the Permian Basin;
Current wording
development of alternative power generation technologies or changes in the availability of grid power that would reduce the need for mobile power supply, particularly in the Permian Basin;
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, 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);
Current wording
the impact of geopolitical developments and tensions, war and uncertainty in oil-producing countries (including the invasion of Ukraine by Russia, geopolitical developments involving Iran and disruptions to shipping through the Strait of Hormuz, continued instability in the Middle East, the recent events in Venezuela 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 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, filed with the SEC on May 6, 2025 and August 5, 2025, respectively.
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.
Previous wording
Atlas Energy Solutions Inc., a Delaware corporation (f/k/a New Atlas HoldCo. Inc.) (“New Atlas” and together with its subsidiaries “we,” “us,” “our,” or the “Company”), was formed on June 28, 2023, pursuant to the laws of the State of Delaware, and is the successor to AESI Holdings Inc. (f/k/a Atlas Energy Solutions Inc.), a Delaware corporation (“Old Atlas”). New Atlas is a holding company and the ultimate parent company of Atlas Sand Company, LLC (“Atlas LLC”), a Delaware limited liability company formed on April 20, 2017.
Current wording
Atlas Energy Solutions Inc., a Delaware corporation (f/k/a New Atlas HoldCo. Inc.) (“New Atlas” and together with its subsidiaries “we,” “us,” “our,” or the “Company”), was formed on June 28, 2023, pursuant to the laws of the State of Delaware, and is the successor to AESI Holdings Inc. (f/k/a Atlas Energy Solutions Inc.), a Delaware corporation (“Old Atlas”). New Atlas is a holding company and the ultimate parent company of Atlas Sand Company, LLC (“Atlas LLC”), a Delaware limited liability company and Atlas Energy Solutions Socorro, LLC (“Socorro”) (f/k/a Galt Power Solutions LLC), a Texas limited liability company. The Company has two segments, the sand and logistics segment and the power segment.
Previous wording
We operate a differentiated logistics platform that is designed to increase the efficiency, safety and sustainability of the oil and natural gas industry within the Permian Basin. This includes our fleet of fit-for-purpose trucks, trailers, wellsite equipment, and the Dune Express, an overland conveyor infrastructure solution. We have also begun integrating autonomous driving technologies in certain of our fit-for-purpose trucks, creating the first semi-autonomous oilfield logistics network in an effort to increase our automation of the oil and gas proppant supply chain.
Current wording
We operate a differentiated logistics platform that is designed to increase the efficiency, safety and sustainability of the oil and natural gas industry primarily within the Permian Basin. This includes our fleet of fit-for-purpose trucks, trailers, wellsite equipment, and the Dune Express, an overland conveyor infrastructure solution. We have also begun integrating autonomous driving technologies in certain of our fit-for-purpose trucks, creating the first semi-autonomous oilfield logistics network in an effort to increase our automation of the oil and gas proppant supply chain.
Previous wording
We also provide distributed power solutions through a fleet of natural gas-powered reciprocating generators primarily supporting production and artificial lift operations across major United States resource basins. Our generators are designed for heavy-duty, harsh environments for mission critical power needs. Our in-house manufacturing and remanufacturing capabilities, coupled with critical in-field service, provide quality control and standardization across the fleet ensuring market-leading uptime.
Current wording
We also provide distributed power solutions through a fleet of natural gas-powered reciprocating generators and microgrids primarily supporting production and artificial lift operations across major United States resource basins. Our generators are designed for heavy-duty, harsh environments for mission critical power needs. Our in-house manufacturing and remanufacturing capabilities, coupled with critical in-field service, provide quality control and standardization across the fleet ensuring market-leading uptime.
Previous wording
We also have expenses comprising our costs of sales (excluding depreciation, depletion, and accretion expense) of (i) direct labor costs, and related travel and lodging expenses, (ii) generator transportation costs and (iii) the costs of maintaining our equipment. A large portion of our costs of sales (excluding depreciation, depletion, and accretion expense) are variable based on the number of generators deployed with customers.
Current wording
We have expenses comprising our cost of sales (excluding depreciation, depletion, and accretion expense) of (i) direct labor costs, and related travel and lodging expenses, (ii) generator transportation costs and (iii) the costs of maintaining our equipment. A large portion of our cost of sales (excluding depreciation, depletion, and accretion expense) related to rental revenue are variable based on the number of generators deployed with customers.
Previous wording
We define Adjusted Free Cash Flow as Adjusted EBITDA less Maintenance Capital Expenditures. We define Adjusted EBITDA less Capital Expenditures as Adjusted EBITDA less net cash used in investing activities. We believe that Adjusted Free Cash Flow and Adjusted EBITDA less Capital Expenditures are useful to investors as they provide measures of the ability of our business to generate cash.
Current wording
We define Adjusted Free Cash Flow as Adjusted EBITDA less Maintenance Capital Expenditures. We define Adjusted EBITDA less Capital Expenditures as Adjusted EBITDA less cash used in investing activities. We believe that Adjusted Free Cash Flow and Adjusted EBITDA less Capital Expenditures are useful to investors as they provide measures of the ability of our business to generate cash.
Previous wording
(2) Represents insurance recovery (gain) related to the fire at one of the Kermit plants.
Current wording
(1) Represents insurance recovery (gain) related to the dredge mining assets at the Kermit facility.
Previous 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.
Current wording
(2) Other non-recurring costs includes costs incurred during our 2025 Term Loan Credit Facility (defined below under Debt Agreements) transaction and other infrequent and unusual costs.
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 Common Stock, issued at the closing of the Moser Acquisition. The Moser Consideration is subject to customary post-closing adjustments. For further discussion, refer to Note 3 - Acquisitionsof the Financial Statements included elsewhere in this Report.
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 of Common Stock (the “Moser Stock Consideration”), issued at the closing of the Moser Acquisition. The Moser Consideration is subject to customary post-closing adjustments. Additional information on these transactions can be found in Note 3 - Acquisitions of the Financial Statements included elsewhere in this Report.
Previous wording
Product Revenue. Product revenue decreased by $14.2 million to $372.8 million for the nine months ended September 30, 2025, as compared to $387.0 million for the nine months ended September 30, 2024. A decrease in proppant prices between the periods contributed to a $77.6 million decrease in product revenue. This was partially offset by an increase in sales volume which contributed to a $39.5 million increase in product revenue. Additionally, there was $23.9 million in shortfall revenue for the nine months ended September 30, 2025, as compared to no shortfall revenue for the nine months ended September 30, 2024.
Current wording
Product Revenue. Product revenue decreased by $30.7 million to $108.9 million for the three months ended March 31, 2026, as compared to $139.6 million for the three months ended March 31, 2025. Sand and logistics product revenue decreased by $34.0 million to $105.6 million for the three months ended March 31, 2026, as compared to $139.6 million for the three months ended March 31, 2025. There was a decrease in proppant prices between the periods which contributed to a $24.0 million decrease in product revenue. Additionally, a decrease in shortfall revenue contributed to a $10.5 million decrease in product revenue. The decrease was partially offset by an increase in sales volumes between periods which contributed to a $0.5 million increase in product revenue. Power product revenue is $3.3 million for the three months ended March 31, 2026 due to the sale of power equipment. There was no power product revenue for the three months ended March 31, 2025.
Previous wording
Service Revenue. Services revenue, which includes freight for last-mile logistics services, decreased by $23.4 million to $135.7 million for the three months ended September 30, 2025, as compared to $159.1 million for the three months ended September 30, 2024. The decrease in logistics revenue was due to lower sales volumes shipped to last-mile logistics customers.
Current wording
Service Revenue. Services revenue, which includes freight for last-mile logistics services, decreased by $11.5 million to $139.1 million for the three months ended March 31, 2026, as compared to $150.6 million for the three months ended March 31, 2025. There was a decrease in prices between the periods which contributed to a $20.9 million decrease in service revenue. The decrease was partially offset by an increase in sales volumes shipped to last-mile logistics customers between periods which contributed to a $9.4 million increase in service revenue.
Previous wording
Cost of sales (excluding depreciation, depletion and accretion expense). Cost of sales (excluding depreciation, depletion and accretion expense) decreased by $30.1 million to $195.2 million for the three months ended September 30, 2025, as compared to $225.3 million for the three months ended September 30, 2024.
Current wording
Cost of sales (excluding depreciation, depletion and accretion expense). Cost of sales (excluding depreciation, depletion and accretion expense) increased by $7.9 million to $214.0 million for the three months ended March 31, 2026, as compared to $206.1 million for the three months ended March 31, 2025.
Previous wording
Cost of sales (excluding depreciation, depletion and accretion expense) related to services decreased by $18.7 million to $117.8 million for the three months ended September 30, 2025, as compared to $136.5 million for the three months ended September 30, 2024. The decrease was due to shortened average drive distances for deliveries to last-mile logistics customers during the period.
Current wording
Cost of sales (excluding depreciation, depletion and accretion expense) related to services decreased by $6.5 million to $127.0 million for the three months ended March 31, 2026, as compared to $133.5 million for the three months ended March 31, 2025. The decrease was due to utilization of the Dune Express with shortened average drive distances for deliveries to last-mile logistics customers during the period along with a decrease in maintenance expense between periods.
Previous wording
Depreciation, depletion and accretion expense. Depreciation, depletion and accretion expense increased by $14.5 million to $40.6 million for the three months ended September 30, 2025, as compared to $26.1 million for the three months ended September 30, 2024, due to additional depreciable assets placed into service when compared to the prior period as well as contribution from Moser and PropFlow.
Current wording
Depreciation, depletion and accretion expense. Depreciation, depletion and accretion expense increased by $8.2 million to $45.2 million for the three months ended March 31, 2026, as compared to $37.0 million for the three months ended March 31, 2025. Sand and logistics depreciation, depletion and accretion expense increased by $4.2 million to $40.1 million for the three months ended March 31, 2026, as compared to $35.9 million for the three months ended March 31, 2025, due to additional depreciable assets placed into service when compared to the prior period. Power depreciation, depletion and accretion expense increased by $4.0 million to $5.1 million for the three months ended March 31, 2026, as compared to $1.1 million for the three months ended March 31, 2025, due to three months of operations acquired in the Moser Acquisition for the three months ended March 31, 2026, as compared to one month of operations for the three months ended March 31, 2025.
Previous wording
Selling, general and administrative expense. Selling, general and administrative expense increased by $10.8 million to $36.3 million for the three months ended September 30, 2025, as compared to $25.5 million for the three months ended September 30, 2024. The increase is due to an increase of $3.0 million from stock-based compensation, an increase of $3.7 million in other corporate expenses, as well as $4.1 million contribution from Moser for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.
Current wording
Selling, general and administrative expense. Selling, general and administrative expense increased by $1.3 million to $35.7 million for the three months ended March 31, 2026, as compared to $34.4 million for the three months ended March 31, 2025. The increase is due to an increase of $1.9 million from stock-based compensation, an increase of $2.4 million from the power segment with three months of operations in 2026 from the Moser Acquisition as compared to one month of operations in 2025, and an increase of $3.3 million in consulting and professional fees (net of insurance proceeds, see Note 2-Summary of Significant Accounting Policies- Legal Insurance Proceeds), salaries and benefits, and other corporate expenses. This increase was partially offset by a decrease in acquisition related costs and non-recurring costs of $6.3 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.
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 September 30, 2025, stock-based compensation expense was $9.3 million, as compared to $6.3 million of stock-based compensation expense for the three months ended September 30, 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 March 31, 2026, stock-based compensation expense was $8.4 million, as compared to $6.5 million of stock-based compensation expense for the three months ended March 31, 2025.
Previous wording
Amortization expense of acquired intangible assets. Amortization expense of acquired intangible assets increased $2.2 million to $5.9 million for the three month ended September 30, 2025, as compared to $3.7 million for the three month ended September 30, 2024. The increase was primarily due to the amortization of intangibles associated with the Moser Acquisition and PropFlow Acquisition.
Current wording
Amortization expense of acquired intangible assets. Amortization expense of acquired intangible assets increased by $1.6 million to $6.4 million for the three months ended March 31, 2026, as compared to $4.8 million for the three months ended March 31, 2025. The increase was primarily due to the amortization of intangible assets associated with acquisitions in 2025. See Note 3 - Acquisitionsfor more information.
Previous wording
Insurance recovery (gain). There was no insurance recovery for the nine months ended September 30, 2025, as compared to $10.0 million insurance recovery for the nine months ended September 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 wording
Insurance recovery (gain). Insurance recovery is $3.3 million for the three months ended March 31, 2026, due to an insurance claim for the damaged dredge asset. See Note 6- Property, Plant and Equipment, Net - Impairment or Disposal of Long-Lived Assets and Insurance Proceeds for more information. There was no insurance recovery for the three months ended March 31, 2025.
Previous wording
Interest (expense), net. Interest expense, net increased by $3.8 million to $15.0 million for the three months ended September 30, 2025, as compared to $11.2 million for the three months ended September 30, 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 $3.7 million to $15.8 million for the three months ended March 31, 2026, as compared to $12.1 million for the three months ended March 31, 2025. The increase is driven by the 2025 Term Loan Credit Facility and 2023 ABL Credit Facility (defined below under Debt Agreements).
Previous wording
Income tax expense (benefit). Income tax expense (benefit) decreased by $10.2 million to $(9.8) million for the three months ended September 30, 2025, as compared to $0.4 million for the three months ended September 30, 2024. The decrease is primarily attributable to a decrease in income before income taxes for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.
Current wording
Income tax expense (benefit). Income tax expense (benefit) decreased by $2.8 million to $(0.5) million for the three months ended March 31, 2026, as compared to $2.3 million for the three months ended March 31, 2025. The decrease is primarily attributable to a decrease in income before income taxes and an increase in percentage depletion in excess of basis for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
Previous wording
Our primary sources of liquidity to date have been capital contributions from our owners, cash flows from operations, the Equity Offering (as defined below), and borrowings under our previous term loan credit facilities, and our previous asset-based loan credit facilities. Going forward, we expect our primary sources of liquidity to be cash flows from operations, availability under our 2023 ABL Credit Facility as amended, borrowings under our 2025 Term Loan Credit Facility, or any other credit facility we enter into in the future and proceeds from any future issuances of debt or equity securities. We expect our primary use of capital will be used for investing in our business, specifically for acquisition of fit-for-purpose equipment used in our logistics platform, and power-related growth capital expenditures. In addition, we have routine facility upgrades and additional ancillary capital expenditures associated with, among other things, contractual obligations and working capital obligations.
Current wording
Our primary sources of liquidity to date have been capital contributions from our owners, cash flows from operations, equity offerings, and borrowings under our previous term loan credit facilities, and our previous asset-based loan credit facilities. Going forward, we expect our primary sources of liquidity to be cash flows from operations, proceeds from the April 2026 issuance of the Notes, availability under our 2023 ABL Credit Facility as amended, funding under our Lease Documents or any other credit facility or lease agreements we enter into in the future and proceeds from any future issuances of debt or equity securities. We expect our primary use of capital will be used for investing in our business, specifically for acquisition of fit-for-purpose equipment used in our logistics platform, and power-related growth capital expenditures. In addition, we have routine facility upgrades and additional ancillary capital expenditures associated with, among other things, contractual obligations and working capital obligations.
Previous wording
As of September 30, 2025, we had working capital, defined as current assets less current liabilities, of $76.6 million and $87.6 million of availability under the 2023 ABL Credit Facility. Our cash and cash equivalents totaled $41.3 million.
Current wording
As of March 31, 2026, we had working capital, defined as current assets less current liabilities, of $49.8 million and $49.7 million of availability under the 2023 ABL Credit Facility. Our cash and cash equivalents totaled $39.8 million.
Previous wording
Net Cash Provided by Operating Activities. Net cash provided by operating activities was $113.6 million and $185.6 million for the nine months ended September 30, 2025 and 2024, respectively. Net income (loss) adjusted for non-cash items for the nine months ended September 30, 2025 resulted in a cash increase of $132.8 million compared with a cash increase of $172.2 million for the nine months ended September 30, 2024. This change was primarily due to lower earnings in 2025. Changes in net working capital for the nine months ended September 30, 2025 resulted in a cash decrease of $19.1 million compared with a cash increase of $13.5 million for the nine months ended September 30, 2024. This change was primarily due to a decrease in accounts payable in 2025.
Current wording
Net Cash Provided by (used in) Operating Activities. Net cash provided by operating activities was $19.0 million and net cash used in operating activities was $7.5 million for the three months ended March 31, 2026 and 2025, respectively. Net income (loss) adjusted for non-cash items for the three months ended March 31, 2026 resulted in a cash increase of $9.2 million, as compared with a cash increase of $53.3 million for the three months ended March 31, 2025. This change was primarily due to lower earnings in 2026. Changes in net working capital for the three months ended March 31, 2026 resulted in a cash increase of $9.9 million, as compared with a cash decrease of $60.7 million for the three months ended March 31, 2025. This change was primarily due to a decrease in accounts receivable and an increase in accounts payable and accrued liabilities and other liabilities in the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.
Previous wording
Net Cash Used in Investing Activities. Net cash used in investing activities was $325.2 million and $429.8 million for the nine months ended September 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 nine months ended September 30, 2025 when compared to the nine months ended September 30, 2024. This was offset by a $61.9 million increase in acquisitions with Moser and PropFlow for the nine months ended September 30, 2025 when compared to Hi-Crush for the nine months ended September 30, 2024. Additionally, we collected $4.6 million less in insurance proceeds for the nine months ended September 30, 2025 as compared to September 30, 2024.
Current wording
Net Cash Used in Investing Activities. Net cash used in investing activities was $22.6 million and $228.5 million for the three months ended March 31, 2026 and 2025, respectively. The decrease in cash used is primarily attributable to the $181.5 million used in the Moser Acquisition that occurred during the three months ended March 31, 2025, as compared to no such activity for the three months ended March 31, 2026. Additionally, there was 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, 2026 when compared to the three months ended March 31, 2025.
Previous wording
We intend to fund our capital requirements through our primary sources of liquidity, which include cash on hand and cash flows from operations and, if needed, availability under our 2023 ABL Credit Facility and borrowings under our 2025 Term Loan Credit Facility.
Current wording
We intend to fund our capital requirements through our primary sources of liquidity, which include cash on hand, cash flows from operations, and proceeds from the April 2026 issuance of the Notes and, if needed, availability under our 2023 ABL Credit Facility and funding under our Lease Documents.
Previous 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”).
Current 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”).
Previous 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 Facility), 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 $12.8 million and $31.0 million for the three and nine months ended September 30, 2025, respectively, and the interest expense associated with the discount and deferred financing costs was $0.8 million and $1.9 million for the three and nine months ended September 30, 2025, respectively.
Current wording
The 2025 Term Loan Credit Facility includes a discount of $20.2 million and de minimis deferred financing fees. As discussed below (2023 Term Loan Credit Facility), the 2025 Term Loan Credit Facility also includes previously unamortized debt discount and deferred financing fees of $7.7 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 $12.3 million and $5.5 million for the three months ended March 31, 2026 and 2025, respectively, and the interest expense associated with the discount and deferred financing costs was $0.8 million and $0.3 million for the three months ended March 31, 2026 and 2025, respectively.
Previous wording
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.
Current wording
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 2025 Term Loan Credit Facility made during such period.
Previous wording
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.
Current wording
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 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 wording
In accordance with the Hi-Crush Merger Agreement, the Company issued a secured PIK toggle seller note in an aggregate principal 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 $0.1 million and $1.0 million for the three and nine months ended September 30, 2025, respectively. Interest expense associated with the Deferred Cash Consideration Note was $1.4 million and $3.2 million for the three and nine months ended September 30, 2024, respectively.
Current wording
In accordance with the Hi-Crush Merger Agreement, the Company issued a secured PIK toggle seller note in an aggregate principal 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 was subject to adjustments as set forth in the Hi-Crush Merger Agreement. In January 2026, the Deferred Cash Consideration Note increased by $1.1 million in accordance with settlement terms from the Hi-Crush Merger Agreement.
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 $0.7 million and $1.9 million in total for the three and nine months ended September 30, 2025, respectively. Interest expense associated with the discount and deferred financing costs were approximately $0.6 million and $1.4 million in total for the three and nine months ended September 30, 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 $0.2 million and $0.6 million in total for the three months ended March 31, 2026 and 2025, respectively.
Previous wording
Partial Repayment of the Deferred Cash Consideration Note
Current wording
Repayment of the Deferred Cash Consideration Note
Previous wording
In February 2025, the Company used a portion of the proceeds from the Equity Offering to repay $101.3 million of the outstanding principal balance of the Deferred Cash Consideration Note. The Company intends to repay the remaining $10.0 million of principal at maturity.
Current wording
In February 2025, the Company used a portion of the proceeds from an underwritten public offering of 11.5 million shares of par value $0.01 per share common stock ( the “Common Stock”) at a public offering price of $23.00 per share on February 3, 2025 (the “Equity Offering”) to repay $101.3 million of the outstanding principal balance of the Deferred Cash Consideration Note. The remaining $11.1 million of principal was paid at maturity.
Previous wording
On February 21, 2025, Atlas LLC entered into the 2025 Term Loan Credit Agreement with Stonebriar, proceeds from which were used to repay $332.4 million of the remaining principal and $1.8 million of accrued interest of the Initial Term Loan, the DDT Loan, and the ADDT Loan. As this transaction was accounted for as a modification under ASC 470, “Debt,” these fees paid to the lender, as well as previously unamortized debt discount and deferred financing fees associated with the Initial Term Loan, the DDT Loan, and the ADDT Loan of $7.2 million were deferred and recorded as a direct reduction from the carrying amount of the debt obligation on the condensed consolidated balance sheets. These deferred costs are amortized to interest expense using the effective interest method. In connection with this refinancing, on February 21, 2025, we incurred prepayment fees on the Initial Term Loan, the DDT Loan, and the ADDT Loan of $13.3 million. The Company recorded the prepayment fees as additional debt discount and amortizes the amount as an adjustment over the remaining term of the modified debt instrument.
Current wording
On February 21, 2025, Atlas LLC entered into the 2025 Term Loan Credit Agreement with Stonebriar, proceeds from which were used to repay $332.4 million of the remaining principal and $1.8 million of accrued interest of the Initial Term Loan, the DDT Loan, and the ADDT Loan. As this transaction was accounted for as a modification under ASC 470, “Debt,” these fees paid to the lender, as well as previously unamortized debt discount and deferred financing fees associated with the Initial Term Loan, the DDT Loan, and the ADDT Loan of $7.7 million were deferred and recorded as a direct reduction from the carrying amount of the debt obligation on the condensed consolidated balance sheets. These deferred costs are amortized to interest expense using the effective interest method. In connection with this refinancing, on February 21, 2025, we incurred prepayment fees on the Initial Term Loan, the DDT Loan, and the ADDT Loan of $13.3 million. The Company recorded the prepayment fees as additional debt discount and amortizes the amount as an adjustment over the remaining term of the modified debt instrument.
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 nine months ended September 30, 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 three months ended March 31, 2026 and the year ended December 31, 2025, 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 and nine months ended September 30, 2025, we recognized $0.1 million and $0.4 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 nine months ended September 30, 2024, we recognized $0.1 million and $0.4 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 Secured Overnight Financing Rate (“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 both the three months ended March 31, 2026 and 2025, we recognized $0.1 million of interest expense, unutilized commitment fees and other fees under the 2023 ABL Credit Facility, classified as interest expense. The 2023 ABL credit facility included $1.0 million in deferred financing costs that 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.
Showing the first 40 of 47 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Current report — wording carried from elsewhere
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 de minimis and $0.7 million for the three months ended March 31, 2026 and 2025, respectively.
Current report — wording carried from elsewhere
Repayment of the 2023 ABL Credit Agreement
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Product Revenue. Product revenue decreased by $38.5 million to $106.8 million for the three months ended September 30, 2025, as compared to $145.3 million for the three months ended September 30, 2024. There was a decrease in proppant prices between the periods which contributed to a $20.9 million decrease in product revenue. Additionally, a decrease in sales volume contributed to a $17.6 million decrease in product revenue.
Previous report — wording carried 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 nine months ended September 30, 2025, stock-based compensation expense was $24.2 million, as compared to $16.0 million of stock-based compensation expense for the nine months ended September 30, 2024.
Previous report — wording carried elsewhere
The expected future cash flows used for impairment reviews and related fair value calculations are based on subjective, judgmental assessments of projected revenue growth, pricing, gross profit rates, SG&A rates, working capital fluctuations, capital expenditures, discount rates and terminal growth rates. The acquired definite-lived intangible assets are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For further discussion on our recently completed acquisitions, see Note 4 -Goodwill and Acquired Intangible Assets, to the accompanying Financial Statements included elsewhere in this Report.