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Business Combinations and Discontinued Operations | 12 Months Ended
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Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Business Combinations and Discontinued Operations | Business Combinations and Discontinued Operations Acquisition of Grassform Plant Hire Limited On November 24, 2025, we completed the acquisition of Grassform Plant Hire Limited (“Grassform”), a U.K. market leader in ground protection and temporary roadway solutions and services. The estimated purchase price for this acquisition was $50.2 million, or $46.0 million net of cash acquired, with $42.4 million funded at closing with cash on hand and borrowings under the Credit Facility. The acquisition is subject to customary post-closing adjustments pursuant to completion accounts and certain other adjustment mechanisms. Additional potential consideration may also be payable based upon improvements in Grassform’s trailing twelve-month performance through its current financial year-end, February 28, 2026. The Grassform acquisition has been recorded using the acquisition method of accounting and accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. The acquisition resulted in the recognition of $12.8 million in other intangible assets, consisting of customer relationships and tradename. The customer relationships and tradename are finite-lived intangible assets that are expected to be amortized over periods of 15 years and 10 years, respectively. The excess of the total consideration was recorded as goodwill, which is not deductible for U.S. tax purposes. The fair values of the identifiable assets acquired and liabilities assumed were based on our estimates and assumptions using various market, income, and cost valuation approaches, which are classified within level 3 of the fair value hierarchy. The following table summarizes the preliminary amounts recognized for the assets acquired and liabilities assumed as of the November 24, 2025 acquisition date.
(In thousands) |
Receivables | $ | 3,962 |
Property, plant and equipment | 15,409 |
Intangible assets | 12,770 |
Other assets | 1,408 |
Total assets acquired | 33,549 |
Current debt | 1,591 |
Other current liabilities | 4,669 |
Long-term debt, less current portion | 1,309 |
Deferred tax liabilities | 7,200 |
Other noncurrent liabilities | 968 |
Total liabilities assumed | 15,737 |
Net assets purchased | 17,812 |
Goodwill | 28,179 |
Total purchase consideration | 45,991 |
Net cash conveyed at closing | 42,352 |
Estimated due to seller | 3,639 |
Total estimated purchase consideration | $ | 45,991 |
Results of operations and pro-forma combined results of operations for the acquired business have not been presented as the effect of this acquisition is not material to our consolidated financial statements. Selling, general and administrative expenses includes $1.0 million in acquisition-related transaction costs attributable to the Grassform acquisition. Sale of Fluids Systems Business As discussed above in Note 1, in September 2024, we completed the Sale Transaction. In connection with the Sale Transaction in the third quarter of 2024, we received $48.5 million in cash proceeds, net of cash disposed, and recognized a pre-tax loss on sale of $195.7 million, which includes a $59.5 million non-cash charge for the reclassification of cumulative foreign currency translation losses related to the Fluids Systems business. In 2025, we received additional net proceeds of $16.6 million related to the Sale Transaction as discussed further below. In the fourth quarter of 2025, we recognized a $2.2 million pre-tax gain on sale related to the resolution of certain estimated deferred consideration and liabilities for the Sale Transaction. As of December 31, 2025 and December 31, 2024, approximately $3.7 million and $18.0 million, respectively, of net assets were included in the consolidated balance sheets, reflecting receivables and deferred consideration due from the Purchaser net of estimated liabilities due to the Purchaser. Net assets related to the Sale Transaction consisted of the following:
(In thousands) | December 31, 2025 |  | December 31, 2024
Receivables due from the Purchaser | $ | — |  |  | $ | 15,978 |
Estimated deferred consideration due from the Purchaser | 1,287 |  |  | 3,550 |
Note receivable due from the Purchaser | 5,000 |  |  | 5,000 |
Estimated liabilities due to the Purchaser | (2,637) |  |  | (6,488) |
Net assets due from the Purchaser | $ | 3,650 |  |  | $ | 18,040 |
Receivables due from the Purchaser at December 31, 2024 primarily reflected additional consideration for the actual working capital delivered at closing, which was fully received in 2025. Estimated deferred consideration due from the Purchaser reflects certain pre-closing tax assets and other receivables, of which $1.8 million was received in the fourth quarter of 2025 with $1.3 million expected to be substantially realized in 2026. The note receivable due from the Purchaser matures in March 2030 and bears interest at a rate of 12.5% per year. The receivables and deferred consideration due from the Purchaser are included in other receivables and the note receivable due from the Purchaser is included in other noncurrent assets in the consolidated balance sheet. Estimated liabilities due to the Purchaser includes certain payables for pre-closing tax liabilities and obligations attributable to the Fluids Systems business, as well as an estimated liability for contractual indemnifications related to various pre-closing contingencies of the Fluids Systems business. We paid $1.2 million of these estimated liabilities and revised certain of our estimates for the remaining obligations in 2025. These estimated liabilities due to the Purchaser are included in accrued liabilities and other noncurrent liabilities in the consolidated balance sheet. Our estimates for the fair value of deferred consideration due from the Purchaser and liabilities due to the Purchaser may change and any income or expense associated with such changes will be presented in discontinued operations. The criteria for discontinued operations presentation were met during the third quarter of 2024, and consequently, the results of the former Fluids Systems segment are reported as income (loss) from discontinued operations within the consolidated statements of operations for all periods presented. We elected not to adjust the consolidated statements of cash flows to separately present cash flows attributable to discontinued operations. Accordingly, we have disclosed the depreciation, capital expenditures and significant operating and investing non-cash items related to discontinued operations below. The following table summarizes the significant items included in income (loss) from discontinued operations in the consolidated statements of operations.
| Year Ended December 31,
(In thousands) | 2025 |  | 2024 |  | 2023
Revenues | $ | — |  |  | $ | 335,302 |  |  | $ | 541,952 |
Cost of revenues | — |  |  | 290,482 |  |  | 475,967 |
Selling, general and administrative expenses | 1,319 |  |  | 38,399 |  |  | 50,053 |
Other operating (income) loss, net | — |  |  | (1,447) |  |  | (1,114) |
Impairments and other charges | — |  |  | — |  |  | 6,356 |
Operating income (loss) from discontinued operations | (1,319) |  |  | 7,868 |  |  | 10,690 |
Foreign currency exchange (gain) loss | 121 |  |  | 825 |  |  | 1,156 |
Interest (income) expense, net | (28) |  |  | 2,683 |  |  | 4,074 |
Income (loss) from discontinued operations before income taxes | (1,412) |  |  | 4,360 |  |  | 5,460 |
Gain (loss) on sale of discontinued operations before income taxes | 2,176 |  |  | (195,729) |  |  | — |
Provision (benefit) for income taxes from discontinued operations | (2,230) |  |  | (5,508) |  |  | 5,093 |
Income (loss) from discontinued operations | $ | 2,994 |  |  | $ | (185,861) |  |  | $ | 367 |
Operating results from discontinued operations shown above include the following items:
| Year Ended December 31,
(In thousands) | 2025 |  | 2024 |  | 2023
Fluids Systems sale process transaction expenses | $ | — |  |  | $ | 8,348 |  |  | $ | 619 |
Impairments and other charges | — |  |  | — |  |  | 6,356 |
Gain on insurance recovery | — |  |  | (807) |  |  | — |
Facility exit costs and other, net | — |  |  | 741 |  |  | 4,594 |
Severance costs | — |  |  | 655 |  |  | 1,172 |
Total Fluids Systems | $ | — |  |  | $ | 8,937 |  |  | $ | 12,741 |
Significant operating and investing items related to the former Fluids Systems segment were as follows:
| Year Ended December 31,
(In thousands) | 2025 |  | 2024 |  | 2023
Operating activities of discontinued operations: |  |  |  |  |
Impairments and other non-cash charges | $ | — |  |  | $ | — |  |  | $ | 6,356 |
Depreciation and amortization | — |  |  | 4,874 |  |  | 7,776 |
Investing activities of discontinued operations: |  |  |  |  |
Capital expenditures | — |  |  | 2,448 |  |  | 2,278 |

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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