AESI — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-05

• 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;

• 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;

• 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 dev…

• 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 ap…

• 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. T…

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• uncertainties as to whether the Moser Acquisition will achieve its anticipated benefits and projected synergies within the expected time period or at all;

• our ability to integrate the business of Moser in a successful manner and in the expected time period;

• unforeseen or unknown liabilities, future capital expenditures and potential litigation relating to the Moser Acquisition;

• 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 interest…

• On February 24, 2025, the Company completed the transactions contemplated by that certain Stock Purchase Agreement (the “Moser Purchase Agreement”) by and among Wyatt Holdings, LLC, a Delaware limited liability company and an indirectly wholly-owned subsidiary of the Company (the “Purchaser”), Moser…

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• We recognized credit loss expense of $0.1 million and $4.2 million for the three and nine months ended September 30, 2025, respectively. A dispute with a counterparty accounted for $4.1 million of the credit loss expense. See Note 2 – Summary of Significant Accounting Policies of the Financial State…

Text added vs the prior filing · source: 10-Q · 2026-05-05

• As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), we have evaluated, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of…

• There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial r…

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-…

• As previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, management identified deficiencies related to our information technology (“IT”) general controls (“ITGCs”) in the area of IT program change management and logical access controls that, whe…

• While we have concluded that this material weakness did not result in a material misstatement in our Financial Statements, it was not remediated as of September 30, 2025, and thus could have created a reasonable possibility that a material misstatement to the annual or interim financial statements w…

• With respect to the material weakness above, management is executing a remediation plan to address the material weakness which improves the design and operating effectiveness of our ITGCs. As part of such plan we have, among other things, evaluated and implemented enhanced process controls around us…

• As disclosed in Note 3 - Acquisitions in the notes to the accompanying Financial Statements, we acquired Moser and its wholly-owned subsidiary on February 24, 2025. Moser’s total revenues constituted approximately 6.6% and 4.8% and of total revenues as shown in our Financial Statements for the three…

Text added vs the prior filing · source: 10-Q · 2026-05-05

• Except as set forth below, during the three months ended March 31, 2026, there have been no material changes to the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report.

• We may not have the ability to raise the funds necessary to settle conversions of the Notes for cash or to repurchase the Notes for cash upon a fundamental change, and our future indebtedness may contain limitations on our ability to pay cash upon conversion of the Notes or to repurchase the Notes.

• Holders of the Notes will have the right, except in certain limited circumstances, to require us to repurchase all or any portion of their Notes upon the occurrence of a fundamental change at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, …

• In addition, our ability to repurchase the Notes or to pay cash upon conversions of the Notes may be limited by law, by regulatory authority or by agreements governing our indebtedness. Our failure to repurchase Notes at a time when the repurchase is required by the indenture governing the Notes or …

• Conversion of the Notes will dilute the ownership interest of existing stockholders, including holders who had previously converted their Notes, and may otherwise depress the price of our Common Stock.

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• Except as set forth below, during the three months ended September 30, 2025, there have been no material changes to the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, …

• Changes in U.S. trade policy and the impact of tariffs could adversely affect our business, results of operations and financial position.

• Our business and results of operations may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments. For example, on April 2, 2025, the U.S. government announced a 10% tariff on p…

• 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 …

• The ultimate impact of these trade measures on our business operations and financial results is uncertain and may be affected by various factors, including whether and when such trade measures are implemented, the timing when such measures may become effective, and the amount, scope, or nature of su…

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• On November 2, 2025, Atlas LLC entered into a reservation agreement for the manufacture of approximately 240 megawatts of power generation equipment. The aggregate cost of such equipment is approximately $278.3 million and we expect that it will be funded through debt financing. The cost of the inve…