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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q | | | | | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2024 | | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File No. 001-37917
Mammoth Energy Services, Inc.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
Delaware | | | 32-0498321 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification No.) |
| | | | |
14201 Caliber Drive, | Suite 300 | | | |
Oklahoma City, | Oklahoma | (405) | 608-6007 | 73134 |
(Address of principal executive offices) | (Registrant’s telephone number, including area code) | (Zip Code) |
| | | | |
Securities registered pursuant to Section 12(b) of The Act: |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | TUSK | The Nasdaq Stock Market LLC |
| | | | NASDAQ Global Select Market |
______________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Large accelerated filer | | ☐ | | Accelerated filer | | ☒ |
| | | | | | |
Non-accelerated filer | | ☐ | | Smaller reporting company | | ☒ |
| | | | | | |
| | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 30, 2024, there were 48,127,369 shares of common stock, $0.01 par value, outstanding.
MAMMOTH ENERGY SERVICES, INC.
TABLE OF CONTENTS
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Item 1. | | |
Item 1A. | | |
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GLOSSARY OF OIL AND NATURAL GAS AND ELECTRICAL INFRASTRUCTURE TERMS | | | | | |
The following is a glossary of certain oil and natural gas and natural sand proppant industry terms used in this Quarterly Report on Form 10-Q (this “report” or “Quarterly Report”): |
Acidizing | To pump acid into a wellbore to improve a well’s productivity or injectivity. |
Blowout | An uncontrolled flow of reservoir fluids into the wellbore, and sometimes catastrophically to the surface. A blowout may consist of salt water, oil, natural gas or a mixture of these. Blowouts can occur in all types of exploration and production operations, not just during drilling operations. If reservoir fluids flow into another formation and do not flow to the surface, the result is called an underground blowout. If the well experiencing a blowout has significant open-hole intervals, it is possible that the well will bridge over (or seal itself with rock fragments from collapsing formations) down-hole and intervention efforts will be averted. |
Bottomhole assembly | The lower portion of the drillstring, consisting of (from the bottom up in a vertical well) the bit, bit sub, a mud motor (in certain cases), stabilizers, drill collar, heavy-weight drillpipe, jarring devices (“jars”) and crossovers for various threadforms. The bottomhole assembly must provide force for the bit to break the rock (weight on bit), survive a hostile mechanical environment and provide the driller with directional control of the well. Oftentimes the assembly includes a mud motor, directional drilling and measuring equipment, measurements-while-drilling tools, logging-while-drilling tools and other specialized devices. |
Cementing | To prepare and pump cement into place in a wellbore. |
Coiled tubing | A long, continuous length of pipe wound on a spool. The pipe is straightened prior to pushing into a wellbore and rewound to coil the pipe back onto the transport and storage spool. Depending on the pipe diameter (1 in. to 4 1/2 in.) and the spool size, coiled tubing can range from 2,000 ft. to 23,000 ft. (610 m to 6,096 m) or greater length. |
Completion | A generic term used to describe the assembly of down-hole tubulars and equipment required to enable safe and efficient production from an oil or gas well. The point at which the completion process begins may depend on the type and design of the well. |
Directional drilling | The intentional deviation of a wellbore from the path it would naturally take. This is accomplished through the use of whipstocks, bottomhole assembly (BHA) configurations, instruments to measure the path of the wellbore in three-dimensional space, data links to communicate measurements taken down-hole to the surface, mud motors and special BHA components and drill bits, including rotary steerable systems, and drill bits. The directional driller also exploits drilling parameters such as weight on bit and rotary speed to deflect the bit away from the axis of the existing wellbore. In some cases, such as drilling steeply dipping formations or unpredictable deviation in conventional drilling operations, directional-drilling techniques may be employed to ensure that the hole is drilled vertically. While many techniques can accomplish this, the general concept is simple: point the bit in the direction that one wants to drill. The most common way is through the use of a bend near the bit in a down-hole steerable mud motor. The bend points the bit in a direction different from the axis of the wellbore when the entire drillstring is not rotating. By pumping mud through the mud motor, the bit turns while the drillstring does not rotate, allowing the bit to drill in the direction it points. When a particular wellbore direction is achieved, that direction may be maintained by rotating the entire drillstring (including the bent section) so that the bit does not drill in a single direction off the wellbore axis, but instead sweeps around and its net direction coincides with the existing wellbore. Rotary steerable tools allow steering while rotating, usually with higher rates of penetration and ultimately smoother boreholes. |
Down-hole | Pertaining to or in the wellbore (as opposed to being on the surface). |
Down-hole motor | A drilling motor located in the drill string above the drilling bit powered by the flow of drilling mud. Down-hole motors are used to increase the speed and efficiency of the drill bit or can be used to steer the bit in directional drilling operations. Drilling motors have become very popular because of horizontal and directional drilling applications and the day rates for drilling rigs. |
Drilling rig | The machine used to drill a wellbore. |
Drillpipe or Drill pipe | Tubular steel conduit fitted with special threaded ends called tool joints. The drillpipe connects the rig surface equipment with the bottomhole assembly and the bit, both to pump drilling fluid to the bit and to be able to raise, lower and rotate the bottomhole assembly and bit. |
Drillstring or Drill string | The combination of the drillpipe, the bottomhole assembly and any other tools used to make the drill bit turn at the bottom of the wellbore. |
Flowback | The process of allowing fluids to flow from the well following a treatment, either in preparation for a subsequent phase of treatment or in preparation for cleanup and returning the well to production. |
Horizontal drilling | A subset of the more general term “directional drilling,” used where the departure of the wellbore from vertical exceeds about 80 degrees. Note that some horizontal wells are designed such that after reaching true 90-degree horizontal, the wellbore may actually start drilling upward. In such cases, the angle past 90 degrees is continued, as in 95 degrees, rather than reporting it as deviation from vertical, which would then be 85 degrees. Because a horizontal well typically penetrates a greater length of the reservoir, it can offer significant production improvement over a vertical well. |
Hydraulic fracturing | A stimulation treatment routinely performed on oil and gas wells in low permeability reservoirs. Specially engineered fluids are pumped at high pressure and rate into the reservoir interval to be treated, causing a vertical fracture to open. The wings of the fracture extend away from the wellbore in opposing directions according to the natural stresses within the formation. Proppant, such as grains of sand of a particular size, is mixed with the treatment fluid to keep the fracture open when the treatment is complete. Hydraulic fracturing creates high-conductivity communication with a large area of formation and bypasses any damage that may exist in the near-wellbore area. |
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Hydrocarbon | A naturally occurring organic compound comprising hydrogen and carbon. Hydrocarbons can be as simple as methane, but many are highly complex molecules, and can occur as gases, liquids or solids. Petroleum is a complex mixture of hydrocarbons. The most common hydrocarbons are natural gas, oil and coal. |
Mesh size | The size of the proppant that is determined by sieving the proppant through screens with uniform openings corresponding to the desired size of the proppant. Each type of proppant comes in various sizes, categorized as mesh sizes, and the various mesh sizes are used in different applications in the oil and natural gas industry. The mesh number system is a measure of the number of equally sized openings per square inch of screen through which the proppant is sieved. |
Mud motors | A positive displacement drilling motor that uses hydraulic horsepower of the drilling fluid to drive the drill bit. Mud motors are used extensively in directional drilling operations. |
Natural gas liquids | Components of natural gas that are liquid at surface in field facilities or in gas processing plants. Natural gas liquids can be classified according to their vapor pressures as low (condensate), intermediate (natural gasoline) and high (liquefied petroleum gas) vapor pressure. |
Nitrogen pumping unit | A high-pressure pump or compressor unit capable of delivering high-purity nitrogen gas for use in oil or gas wells. Two basic types of units are commonly available: a nitrogen converter unit that pumps liquid nitrogen at high pressure through a heat exchanger or converter to deliver high-pressure gas at ambient temperature, and a nitrogen generator unit that compresses and separates air to provide a supply of high pressure nitrogen gas. |
Plugging | The process of permanently closing oil and gas wells no longer capable of producing in economic quantities. Plugging work can be performed with a well servicing rig along with wireline and cementing equipment; however, this service is typically provided by companies that specialize in plugging work. |
Plug | A down-hole packer assembly used in a well to seal off or isolate a particular formation for testing, acidizing, cementing, etc.; also a type of plug used to seal off a well temporarily while the wellhead is removed. |
Pounds per square inch | A unit of pressure. It is the pressure resulting from a one pound force applied to an area of one square inch. |
Pressure pumping | Services that include the pumping of liquids under pressure. |
Producing formation | An underground rock formation from which oil, natural gas or water is produced. Any porous rock will contain fluids of some sort, and all rocks at considerable distance below the Earth’s surface will initially be under pressure, often related to the hydrostatic column of ground waters above the reservoir. To produce, rocks must also have permeability, or the capacity to permit fluids to flow through them. |
Proppant | Sized particles mixed with fracturing fluid to hold fractures open after a hydraulic fracturing treatment. In addition to naturally occurring sand grains, man-made or specially engineered proppants, such as resin-coated sand or high-strength ceramic materials like sintered bauxite, may also be used. Proppant materials are carefully sorted for size and sphericity to provide an efficient conduit for production of fluid from the reservoir to the wellbore. |
Resource play | Accumulation of hydrocarbons known to exist over a large area. |
Shale | A fine-grained, fissile, sedimentary rock formed by consolidation of clay- and silt-sized particles into thin, relatively impermeable layers. |
Tight oil | Conventional oil that is found within reservoirs with very low permeability. The oil contained within these reservoir rocks typically will not flow to the wellbore at economic rates without assistance from technologically advanced drilling and completion processes. Commonly, horizontal drilling coupled with multistage fracturing is used to access these difficult to produce reservoirs. |
Tight sands | A type of unconventional tight reservoir. Tight reservoirs are those which have low permeability, often quantified as less than 0.1 millidarcies. |
Tubulars | A generic term pertaining to any type of oilfield pipe, such as drill pipe, drill collars, pup joints, casing, production tubing and pipeline. |
Unconventional resource/unconventional well | A term for the different manner by which resources are exploited as compared to the extraction of conventional resources. In unconventional drilling, the wellbore is generally drilled to specific objectives within narrow parameters, often across long, lateral intervals within narrow horizontal formations offering greater contact area with the producing formation. Typically, the well is then hydraulically fractured at multiple stages to optimize production. |
Wellbore | The physical conduit from surface into the hydrocarbon reservoir. |
Well stimulation | A treatment performed to restore or enhance the productivity of a well. Stimulation treatments fall into two main groups, hydraulic fracturing treatments and matrix treatments. Fracturing treatments are performed above the fracture pressure of the reservoir formation and create a highly conductive flow path between the reservoir and the wellbore. Matrix treatments are performed below the reservoir fracture pressure and generally are designed to restore the natural permeability of the reservoir following damage to the near wellbore area. Stimulation in shale gas reservoirs typically takes the form of hydraulic fracturing treatments. |
Wireline | A general term used to describe well-intervention operations conducted using single-strand or multi-strand wire or cable for intervention in oil or gas wells. Although applied inconsistently, the term commonly is used in association with electric logging and cables incorporating electrical conductors. |
Workover | The process of performing major maintenance or remedial treatments on an oil or gas well. In many cases, workover implies the removal and replacement of the production tubing string after the well has been killed and a workover rig has been placed on location. Through-tubing workover operations, using coiled tubing, snubbing or slickline equipment, are routinely conducted to complete treatments or well service activities that avoid a full workover where the tubing is removed. This operation saves considerable time and expense. |
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The following is a glossary of certain electrical infrastructure industry terms used in this report: |
Distribution | The distribution of electricity from the transmission system to individual customers. |
Substation | A part of an electrical transmission and distribution system that transforms voltage from high to low, or the reverse. |
Transmission | The movement of electrical energy from a generating site, such as a power plant, to an electric substation. |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Various statements contained in this report that express a belief, expectation, or intention, or that are not statements of historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. In particular, the factors discussed in this report and detailed under Part II, Item 1A. Risk Factors in this report and our Annual Report on Form 10–K for the year ended December 31, 2023 could affect our actual results and cause our actual results to differ materially from expectations, estimates or assumptions expressed, forecasted or implied in such forward-looking statements.
Forward-looking statements may include statements about:
•the levels of capital expenditures by our customers and the impact of reduced drilling and completions activity on utilization and pricing for our oilfield services;
•the volatility of oil and natural gas prices and actions by OPEC members and other oil exporting nations, or OPEC+, affecting commodity price and production levels;
•employee retention and competitive labor market;
•general economic, business or industry conditions and concerns over a potential economic slowdown or recession;
•conditions in the capital, financial and credit markets;
•conditions of U.S. oil and natural gas industry and the effect of U.S. energy, monetary and trade policies;
•U.S. and global economic conditions and political and economic developments, including the energy and environmental policies;
•inflationary pressure on the cost of services, equipment and other goods in our industries and other sectors;
•our ability to comply with the applicable financial covenants and other terms and conditions our revolving credit facility;
•our ability to execute our business and financial strategies;
•our plans with respect to any stock repurchases under the board of directors’ authorized stock repurchase program;
•our ability to grow our infrastructure services segment or recommence certain of our suspended oilfield services;
•any loss of one or more of our significant customers and its impact on our revenue, financial condition and results of operations;
•asset impairments;
•our ability to identify, complete and integrate acquisitions of assets or businesses;
•our ability to receive, or delays in receiving, permits and governmental approvals, and to comply with applicable governmental laws and regulations;
•the failure to receive or delays in receiving the remaining payments under the settlement agreement with the Puerto Rico Electric Power Authority (“PREPA”);
•the outcome or settlement of our pending litigation matters discussed in this report on our financial condition and cash flows;
•any future litigation, indemnity or other claims;
•regional supply and demand factors, delays or interruptions of production, and any governmental order, rule or regulation that may impose production limits on our customers;
•sustained weakness in the natural gas basins in which we operate and adverse impact on demand for our well completion and natural sand proppant services;
•shortages, delays in delivery and interruptions in supply of major components, replacement parts, or other equipment, supplies or materials;
•extreme weather conditions, wild fires and other natural disasters in areas where we provide well completion, sand proppant, drilling and infrastructure services;
•access to and restrictions on use of sourced or produced water;
•technology;
•civil unrest, war, military conflicts or terrorist attacks;
•cyberattacks and any resulting loss of information;
•competition within the energy services industry;
•payment of any future dividends;
•future operating results; and
•capital expenditures and other plans, objectives, expectations and intentions.
All of these types of statements, other than statements of historical fact included in this quarterly report, are forward-looking statements. These forward-looking statements may be found in the “Business,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other sections of this quarterly report. In some
cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “would,” “expect,” “plan,” “project,” “budget,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “seek,” “objective,” “continue,” “will be,” “will benefit,” or “will continue,” the negative of such terms or other comparable terminology.
The forward-looking statements contained in this report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors, which are difficult to predict and many of which are beyond our control. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, our management’s assumptions about future events may prove to be inaccurate. Our management cautions all readers that the forward-looking statements contained in this report are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to many factors including those described in our Annual Report on Form 10–K for the year ended December 31, 2023 and Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report. All forward-looking statements speak only as of the date of this report. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
MAMMOTH ENERGY SERVICES, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MAMMOTH ENERGY SERVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) | | | | | | | | | | | | | | |
ASSETS | | September 30, | | December 31, |
| | 2024 | | 2023 |
CURRENT ASSETS | | (in thousands) |
Cash and cash equivalents | | $ | 4,165 | | | $ | 16,556 | |
Restricted cash | | 2,000 | | | 7,742 | |
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Accounts receivable, net | | 232,032 | | | 447,202 | |
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Inventories | | 13,498 | | | 12,653 | |
Prepaid expenses | | 2,912 | | | 12,181 | |
Other current assets | | 581 | | | 591 | |
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Total current assets | | 255,188 | | | 496,925 | |
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Property, plant and equipment, net | | 109,394 | | | 113,905 | |
Sand reserves, net | | 57,497 | | | 58,528 | |
Operating lease right-of-use assets | | 5,010 | | | 9,551 | |
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Goodwill | | 9,214 | | | 9,214 | |
Deferred income tax asset | | — | | | 1,844 | |
Other non-current assets | | 6,675 | | | 8,512 | |
Total assets | | $ | 442,978 | | | $ | 698,479 | |
LIABILITIES AND EQUITY | | | | |
CURRENT LIABILITIES | | | | |
Accounts payable | | $ | 30,065 | | | $ | 27,508 | |
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Accrued expenses and other current liabilities | | 35,433 | | | 86,713 | |
Accrued expenses and other current liabilities - related parties | | — | | | 1,241 | |
Current operating lease liability | | 3,428 | | | 5,771 | |
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Income taxes payable | | 44,512 | | | 61,320 | |
Total current liabilities | | 113,438 | | | 182,553 | |
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Long-term debt from related parties, net | | 49,009 | | | 42,809 | |
Deferred income tax liabilities | | 2,272 | | | 628 | |
Long-term operating lease liability | | 1,556 | | | 3,534 | |
Asset retirement obligations | | 4,244 | | | 4,140 | |
Other long-term liabilities | | 3,781 | | | 4,715 | |
Total liabilities | | 174,300 | | | 238,379 | |
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COMMITMENTS AND CONTINGENCIES (Note 19) | | | | |
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EQUITY | | | | |
Equity: | | | | |
Common stock, $0.01 par value, 200,000,000 shares authorized, 48,127,369 and 47,941,652 issued and outstanding at September 30, 2024 and December 31, 2023 | | 481 | | | 479 | |
Additional paid in capital | | 540,213 | | | 539,558 | |
Accumulated deficit | | (268,163) | | | (76,317) | |
Accumulated other comprehensive loss | | (3,853) | | | (3,620) | |
Total equity | | 268,678 | | | 460,100 | |
Total liabilities and equity | | $ | 442,978 | | | $ | 698,479 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
MAMMOTH ENERGY SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
REVENUE | (in thousands, except per share amounts) |
Services revenue | $ | 34,069 | | | $ | 54,025 | | | $ | 119,653 | | | $ | 221,140 | |
Services revenue - related parties | 1,037 | | | 252 | | | 1,171 | | | 841 | |
Product revenue | 4,909 | | | 10,682 | | | 13,908 | | | 34,729 | |
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Total revenue | 40,015 | | | 64,959 | | | 134,732 | | | 256,710 | |
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COST AND EXPENSES | | | | | | | |
Services cost of revenue (exclusive of depreciation, depletion, amortization and accretion of $4,495, $15,149, $8,394, and $30,426, respectively, for the three and nine months ended September 30, 2024 and three and nine months ended September 30, 2023) | 34,468 | | | 45,082 | | | 107,914 | | | 178,905 | |
Services cost of revenue - related parties | 118 | | | 120 | | | 355 | | | 360 | |
Product cost of revenue (exclusive of depreciation, depletion, amortization and accretion of $1,688, $4,105, $2,836, and $6,395, respectively, for the three and nine months ended September 30, 2024 and three and nine months ended September 30, 2023) | 3,386 | | | 7,615 | | | 14,130 | | | 22,796 | |
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Selling, general and administrative (Note 12) | 8,702 | | | 10,411 | | | 114,961 | | | 29,151 | |
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Depreciation, depletion, amortization and accretion | 6,184 | | | 11,233 | | | 19,256 | | | 36,839 | |
Gains on disposal of assets, net | (293) | | | (2,450) | | | (2,496) | | | (3,284) | |
Impairment of goodwill | — | | | 1,810 | | | — | | | 1,810 | |
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Total cost and expenses | 52,565 | | | 73,821 | | | 254,120 | | | 266,577 | |
Operating loss | (12,550) | | | (8,862) | | | (119,388) | | | (9,867) | |
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OTHER INCOME (EXPENSE) | | | | | | | |
Interest expense and financing charges, net | (8,088) | | | (2,876) | | | (15,730) | | | (9,385) | |
Interest expense and financing charges, net - related parties | (1,642) | | | — | | | (4,670) | | | — | |
Other (expense) income, net (Note 2) | (1,122) | | | 14,088 | | | (64,658) | | | 31,051 | |
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Total other (expense) income, net | (10,852) | | | 11,212 | | | (85,058) | | | 21,666 | |
(Loss) income before income taxes | (23,402) | | | 2,350 | | | (204,446) | | | 11,799 | |
Provision (benefit) for income taxes | 640 | | | 3,438 | | | (12,600) | | | 9,006 | |
Net (loss) income | $ | (24,042) | | | $ | (1,088) | | | $ | (191,846) | | | $ | 2,793 | |
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OTHER COMPREHENSIVE (LOSS) INCOME | | | | | | | |
Foreign currency translation adjustment, net of tax of $0, $0, $0, and $0, respectively, for the three and nine months ended September 30, 2024 and three and nine months ended September 30, 2023) | 125 | | | (275) | | | (233) | | | (45) | |
Comprehensive (loss) income | $ | (23,917) | | | $ | (1,363) | | | $ | (192,079) | | | $ | 2,748 | |
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Net (loss) income per share (basic) (Note 15) | $ | (0.50) | | | $ | (0.02) | | | $ | (3.99) | | | $ | 0.06 | |
Net (loss) income per share (diluted) (Note 15) | $ | (0.50) | | | $ | (0.02) | | | $ | (3.99) | | | $ | 0.06 | |
Weighted average number of shares outstanding (basic) (Note 15) | 48,127 | | | 47,942 | | | 48,044 | | | 47,721 | |
Weighted average number of shares outstanding (diluted) (Note 15) | 48,127 | | | 47,942 | | | 48,044 | | | 47,973 | |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
MAMMOTH ENERGY SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)
| | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2024 |
| | | | | Accumulated | |
| | | | Additional | Other | |
| Common Stock | Accumulated | Paid-In | Comprehensive | |
| Shares | Amount | Deficit | Capital | Loss | Total |
| (in thousands) |
Balance at June 30, 2024 | 48,127 | | $ | 481 | | $ | (244,121) | | $ | 539,994 | | $ | (3,978) | | 292,376 | |
Stock based compensation | — | | — | | — | | 219 | | — | | 219 | |
| | | | | | |
Net loss | — | | — | | (24,042) | | — | | — | | (24,042) | |
| | | | | | |
Other comprehensive income | — | | — | | — | | — | | 125 | | 125 | |
Balance at September 30, 2024 | 48,127 | | $ | 481 | | $ | (268,163) | | $ | 540,213 | | $ | (3,853) | | $ | 268,678 | |
| | | | | | |
| Three Months Ended September 30, 2023 |
| | | | | Accumulated | |
| | | | Additional | Other | |
| Common Stock | Accumulated | Paid-In | Comprehensive | |
| Shares | Amount | Deficit | Capital | Loss | Total |
| (in thousands) |
Balance at June 30, 2023 | 47,941 | | $ | 479 | | $ | (69,273) | | $ | 539,121 | | $ | (3,611) | | 466,716 | |
Stock based compensation | — | | — | | — | | 219 | | — | | 219 | |
| | | | | | |
Net loss | — | | — | | (1,088) | | — | | — | | (1,088) | |
| | | | | | |
Other comprehensive loss | — | | — | | — | | — | | (275) | | (275) | |
Balance at September 30, 2023 | 47,941 | | $ | 479 | | $ | (70,361) | | $ | 539,340 | | $ | (3,886) | | $ | 465,572 | |
| | | | | | |
| Nine Months Ended September 30, 2024 |
| | | | | Accumulated | |
| | | | Additional | Other | |
| Common Stock | Accumulated | Paid-In | Comprehensive | |
| Shares | Amount | Deficit | Capital | Loss | Total |
| (in thousands) |
Balance at December 31, 2023 | 47,941 | | $ | 479 | | $ | (76,317) | | $ | 539,558 | | $ | (3,620) | | $ | 460,100 | |
Stock based compensation | 186 | | 2 | | — | | 655 | | — | | 657 | |
| | | | | | |
Net loss | — | | — | | (191,846) | | — | | — | | (191,846) | |
| | | | | | |
Other comprehensive loss | — | | — | | — | | — | | (233) | | (233) | |
Balance at September 30, 2024 | 48,127 | | $ | 481 | | $ | (268,163) | | $ | 540,213 | | $ | (3,853) | | $ | 268,678 | |
| | | | | | |
| Nine Months Ended September 30, 2023 |
| | | | | Accumulated | |
| | | | Additional | Other | |
| Common Stock | Accumulated | Paid-In | Comprehensive | |
| Shares | Amount | Deficit | Capital | Loss | Total |
| (in thousands) |
Balance at December 31, 2022 | 47,312 | | $ | 473 | | $ | (73,154) | | $ | 539,138 | | $ | (3,841) | | $ | 462,616 | |
| | | | | | |
Stock based compensation | 795 | | 8 | | — | | 1,119 | | — | | 1,127 | |
Shares repurchased | (166) | | (2) | | — | | (917) | | — | | (919) | |
Net income | — | | — | | 2,793 | | — | | — | | 2,793 | |
| | | | | | |
Other comprehensive income | — | | — | | — | | — | | (45) | | (45) | |
Balance at September 30, 2023 | 47,941 | | $ | 479 | | $ | (70,361) | | $ | 539,340 | | $ | (3,886) | | $ | 465,572 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
MAMMOTH ENERGY SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2024 | | 2023 |
| (in thousands) |
Cash flows from operating activities: | | | |
Net (loss) income | $ | (191,846) | | | $ | 2,793 | |
Adjustments to reconcile net (loss) income to cash provided by operating activities: | | | |
| | | |
Stock based compensation | 657 | | | 1,127 | |
Depreciation, depletion, accretion and amortization | 19,256 | | | 36,839 | |
| | | |
Amortization of debt origination costs | 1,076 | | | 565 | |
Change in provision for expected credit losses | 171,108 | | | (414) | |
Gains on disposal of assets | (2,496) | | | (3,284) | |
Gains from sales of equipment damaged or lost down-hole | (160) | | | (335) | |
Impairment of goodwill | — | | | 1,810 | |
| | | |
Gain on sale of business | — | | | (2,080) | |
| | | |
Deferred income taxes | 3,488 | | | (70) | |
Other | 724 | | | (273) | |
Changes in assets and liabilities: | | | |
Accounts receivable, net | 43,107 | | | 1,445 | |
| | | |
Inventories | (845) | | | (2,896) | |
Prepaid expenses and other assets | 9,252 | | | 8,990 | |
| | | |
Accounts payable | 1,938 | | | (7,537) | |
| | | |
Accrued expenses and other liabilities | (3,796) | | | (19,679) | |
Accrued expenses and other liabilities - related parties | 4,647 | | | — | |
Income taxes payable | (16,809) | | | 7,950 | |
Net cash provided by operating activities | 39,301 | | | 24,951 | |
| | | |
Cash flows from investing activities: | | | |
Purchases of property and equipment | (10,967) | | | (15,265) | |
| | | |
| | | |
Business divestitures, net of cash transferred | — | | | 3,276 | |
| | | |
Proceeds from disposal of property and equipment | 5,047 | | | 4,304 | |
| | | |
Net cash used in investing activities | (5,920) | | | (7,685) | |
| | | |
Cash flows from financing activities: | | | |
Borrowings on long-term debt | — | | | 168,800 | |
| | | |
Repayments of long-term debt | — | | | (183,291) | |
| | | |
| | | |
Payments on financing transaction (Note 9) | (46,837) | | | — | |
| | | |
Payments on sale leaseback transaction | (3,206) | | | (3,711) | |
Principal payments on financing leases and equipment financing notes | (1,403) | | | (4,872) | |
| | | |
Debt issuance costs | (37) | | | — | |
Other | — | | | (919) | |
Net cash used in financing activities | (51,483) | | | (23,993) | |
Effect of foreign exchange rate on cash | (31) | | | (28) | |
Net decrease in cash, cash equivalents and restricted cash | (18,133) | | | (6,755) | |
Cash, cash equivalents and restricted cash at beginning of period | 24,298 | | | 17,282 | |
Cash, cash equivalents and restricted cash at end of period | $ | 6,165 | | | $ | 10,527 | |
| | | |
Supplemental disclosure of cash flow information: | | | |
Cash paid for interest | $ | 2,096 | | | $ | 8,951 | |
Cash paid for income taxes, net of refunds received | $ | 716 | | | $ | 788 | |
Supplemental disclosure of non-cash transactions: | | | |
Interest paid in kind - related parties | $ | 5,888 | | | $ | — | |
Purchases of property and equipment included in accounts payable and accrued expenses | $ | 3,964 | | | $ | 4,197 | |
Right-of-use assets obtained for financing lease liabilities | $ | 2,971 | | | $ | 507 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Nature of Business
Mammoth Energy Services, Inc. (“Mammoth Inc.”, “Mammoth” or the “Company”), together with its subsidiaries, is an integrated, growth-oriented company serving both the oil and gas and the electric utility industries in North America and US territories. Mammoth Inc.’s infrastructure division provides engineering, design, construction, upgrade, maintenance and repair services to various public and private owned utilities. Its oilfield services division provides a diversified set of services to the exploration and production industry including well completions, natural sand proppant and drilling services. Additionally, the Company provides aviation services, equipment rentals, remote accommodation services and equipment manufacturing. The Company was incorporated in Delaware in June 2016.
Operations
The Company’s well completion services include equipment and personnel used in connection with the completion and early production of oil and natural gas wells. The Company’s infrastructure services include engineering, design, construction, upgrade, maintenance and repair services to the electrical infrastructure industry as well as repair and restoration services in response to storms and other disasters. The Company’s natural sand proppant services include the distribution and production of natural sand proppant that is used primarily for hydraulic fracturing in the oil and gas industry. The Company’s drilling services provided drilling rigs and directional tools for both vertical and horizontal drilling of oil and natural gas wells. The Company also provides other services, including aviation, equipment rentals, remote accommodations and equipment manufacturing.
The Company’s operations are concentrated in North America. The Company operates its oil and natural gas businesses in the Permian Basin, the Utica Shale, the Eagle Ford Shale, the Marcellus Shale, the Granite Wash, the SCOOP, the STACK, the Cana-Woodford Shale, the Cleveland Sand and the oil sands located in Northern Alberta, Canada. The Company’s oil and natural gas business depends in large part on the conditions in the oil and natural gas industry and, specifically, on the amount of capital spending by its customers. Any prolonged increase or decrease in oil and natural gas prices affects the levels of exploration, development and production activity, as well as the entire health of the oil and natural gas industry. Decreases in the commodity prices for oil and natural gas would have a material adverse effect on the Company’s results of operations and financial condition. During the periods presented in this report, the Company provided its infrastructure services primarily in the northeastern, southwestern, midwestern and western portions of the United States. The Company’s infrastructure business depends on infrastructure spending on maintenance, upgrade, expansion and repair and restoration. Any prolonged decrease in spending by electric utility companies, delays or reductions in government appropriations or the failure of customers to pay their receivables could have a material adverse effect on the Company’s results of operations and financial condition.
2. Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries and the variable interest entities (“VIE”) for which the Company is the primary beneficiary. See
Note 11. Variable Interest Entities to our unaudited condensed consolidated financial statements included elsewhere in
this report for additional information regarding these entities. All material intercompany accounts and transactions have been eliminated.
This report has been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, and reflects all adjustments, which in the opinion of management are necessary for the fair presentation of the results for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a normal, recurring nature. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the summary of significant accounting policies and notes thereto included in the Company’s most recent annual report on Form 10-K.
Reclassifications
Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation. Previously, the Company included its wholly-owned subsidiary Bison Trucking LLC (“Bison Trucking”) in
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
its drilling services segment. The Company now presents Bison Trucking in the “All Other” reconciling column. See Note 20 for additional detail regarding our reporting segments. There was no impact on previously reported total assets, total liabilities, net (loss) income or equity for the periods presented.
Change in Accounting Estimate
The Company is party to sale leaseback agreements whereby it has the option to purchase the assets at the end of the lease terms. During the three months ended September 30, 2024, the Company changed its estimate of the purchase price at the end of a portion of the leases. The effect of this change in estimate for the three months ended September 30, 2024 was a decrease to net income of $7.1 million, or $0.15 per both basic and diluted share.
Cash, Cash Equivalents and Restricted Cash
All highly liquid investments with an original maturity of three months or less are considered cash equivalents. Restricted cash as of September 30, 2024 consisted of amounts held by a current creditor as collateral for bonds. Restricted cash as of December 31, 2023 consisted of amounts held by our previous creditor as collateral for letters of credit and credit card program.
Accounts Receivable
Accounts receivable include amounts due from customers for services performed or goods sold. The Company grants credit to customers in the ordinary course of business and generally does not require collateral. Prior to granting credit to customers, the Company analyzes the potential customer’s risk profile by utilizing a credit report, analyzing macroeconomic factors and using its knowledge of the industry, among other factors. Most areas in the continental United States in which the Company operates provide for a mechanic’s lien against the property on which the service is performed if the lien is filed within the statutorily specified time frame. Customer balances are generally considered delinquent if unpaid by the 30th day following the invoice date and credit privileges may be revoked if balances remain unpaid. Interest on delinquent accounts receivable is recognized in other income when chargeable and collectability is reasonably assured.
During the period October 2017 through March 2019, the Company provided infrastructure services in Puerto Rico under master services agreements entered into by Cobra Acquisitions LLC (“Cobra”), one of the Company’s subsidiaries, with the Puerto Rico Electric Power Authority (“PREPA”) to perform repairs to PREPA’s electrical grid as a result of Hurricane Maria. During the nine months ended September 30, 2024 and the three and nine months ended September 30, 2023, the Company charged interest on delinquent accounts receivable pursuant to the terms of its agreements with PREPA totaling $20.8 million, $11.4 million and $33.9 million, respectively. As discussed in more detail below, on July 22, 2024, Cobra entered into a release and settlement agreement with PREPA and the Financial Oversight and Management Board for Puerto Rico (the “FOMB”), in its capacity as Title III representative for PREPA, to settle all outstanding matters between Cobra and PREPA (the “Settlement Agreement”). As a result of the Settlement Agreement, Cobra recognized a charge to interest on delinquent accounts receivable totaling $81.5 million during the three months ended June 30, 2024 to reduce its accounts receivable balance to the amount expected to be collected in relation to interest charged to PREPA. These amounts are included in “other (expense) income, net” on the unaudited condensed consolidated statements of comprehensive (loss) income. Included in “accounts receivable, net” on the unaudited condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023 were interest charges of $136.8 million and $197.5 million, respectively. See below for a full description of the Settlement Agreement and its impact on the Company’s financial statements for the nine months ended September 30, 2024.
The Company regularly reviews receivables and provides for expected losses through an allowance for expected credit losses. In evaluating the level of established reserves, the Company makes judgments regarding its customers’ ability to make required payments, economic events and other factors. As the financial condition of customers changes, circumstances develop, or additional information becomes available, adjustments to the allowance for expected credit losses may be required. In the event the Company expects that a customer may not be able to make required payments, the Company would increase the allowance through a charge to income in the period in which that determination is made. If it is determined that previously reserved amounts are collectible, the Company would decrease the allowance through a credit to income in the period in which that determination is made. Uncollectible accounts receivable are periodically charged against the allowance for expected credit losses once a final determination is made regarding their collectability.
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Following is a roll forward of the changes in our allowance for expected credit losses for the year ended December 31, 2023 and the nine months ended September 30, 2024 (in thousands):
| | | | | | | | |
Balance, January 1, 2023 | | $ | 3,587 | |
Change in provision for expected credit losses | | 47 | |
| | |
| | |
| | |
| | |
Recoveries of receivables previously charged to credit loss expense | | (638) | |
Write-offs charged against the provision | | (2,831) | |
Balance, December 31, 2023 | | 165 | |
Change in provision for expected credit losses | | 171,121 | |
| | |
Recoveries of receivables previously charged to credit loss expense | | (13) | |
Write-offs charged against the provision | | (274) | |
Balance, September 30, 2024 | | $ | 170,999 | |
The Company has made specific reserves consistent with Company policy which resulted in additions to allowance for expected credit losses totaling $171.1 million and a nominal amount for the nine months ended September 30, 2024 and 2023, respectively. These additions were charged to credit loss expense and other expense based on the factors described above.
PREPA
On October 19, 2017, one of our subsidiaries, Cobra, and PREPA entered into an emergency master services agreement for repairs to PREPA’s electrical grid as a result of Hurricane Maria. The one-year contract, as amended, provided for payments of up to $945 million (the “first contract”). On May 26, 2018, Cobra and PREPA entered into a second one-year, $900 million master services agreement to provide additional repair services and begin the initial phase of reconstruction of the electrical power system in Puerto Rico (the “second contract”). PREPA is currently subject to bankruptcy proceedings, which were filed in July 2017 and are currently pending in the United States District Court for the District of Puerto Rico (the “Title III Court”). As a result, PREPA’s ability to meet its payment obligations under the above-referenced agreements was largely dependent upon funding from the Federal Emergency Management Agency (“FEMA”) or other sources. Since September 30, 2019, Cobra has been pursuing litigation in the Title III Court and other dispute resolution efforts seeking recovery of the amounts owed to Cobra by PREPA for restoration services in Puerto Rico, which proceedings are discussed in more detail in the Company’s prior reports filed with the SEC. PREPA was holding approximately $18.4 million in funds (the “Withheld FEMA Funds”) received from FEMA and considered payable to Cobra but for purported garnishments in this amount asserted by three Puerto Rican municipalities (the “Specified Municipalities”) for certain municipal tax claims discussed in Mammoth’s filings with the SEC (the “Specified Municipal Tax Claims”) and for which Cobra disputes any valid garnishment.
On July 22, 2024, Cobra entered into a release and settlement agreement with PREPA and the FOMB, in its capacity as Title III representative for PREPA, to settle all outstanding matters between Cobra and PREPA.
Under the terms of the Settlement Agreement, Cobra was allowed an administrative expense claim against PREPA of $170.0 million, plus the $18.4 million in the Withheld FEMA Funds. Cobra’s allowed claim will be paid through three installments: (i) $150.0 million on the later of (A) ten business days following approval of the Settlement Agreement by the Title III Court and (B) August 31, 2024; (ii) $20.0 million within seven days following the effective date of PREPA’s plan of adjustment; and (iii) $18.4 million (subject to providing one or more indemnity letters of credit) in the Withheld FEMA Funds within either (A) ten business days after the deadline for appealing the entry of the settlement order by the Title III Court under the applicable bankruptcy rules of procedure if no such appeal is filed, or (B) if the provisions of the settlement order allowing PREPA to release the Withheld FEMA Funds to Cobra without retaining any liability to the Specified Municipalities are appealed by the Specified Municipalities, within ten business days of the filing of the notice of such appeal.
The Settlement Agreement was approved by the Company’s Board of Directors on July 22, 2024, and was also approved
by the PREPA Board and by the FOMB. On September 18, 2024, the Settlement Agreement was approved by the Title III Court overruling all objections thereto and an order was entered the same day (the “Settlement Order”). On October 1, 2024, Cobra received the first installment payment of $150.0 million from the Commonwealth of Puerto Rico in connection with the Settlement Agreement with PREPA. Also on October 1, 2024, certain Puerto Rico municipalities and
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Foreman Electric Services Inc. that had objected to approval of the Settlement Order each filed timely notices of appeal of the Settlement Order to the United States Court of Appeals for the First Circuit. None of the foregoing parties have sought a stay of the Settlement Order pending such appeals. Although the ultimate outcome of these appeals cannot be predicted with certainty, Cobra believes that the appeals are without merit.
On October 18, 2024, Cobra received a payment from PREPA totaling $18.4 million under the terms of the Settlement Agreement. In connection with the receipt of the $18.4 million from PREPA, Cobra instructed Fifth Third Bank, National Association (“Fifth Third Bank”) to issue a letter of credit to PREPA under the Reimbursement Agreement in the amount of $18.4 million and transferred a total of $19.3 million to a restricted cash account maintained by Fifth Third Bank as collateral for the letter of credit.
As a result of the Settlement Agreement, the Company recorded a non-cash, pre-tax charge of approximately $170.7 million in the second quarter of 2024 to reduce its accounts receivable balance from PREPA of $359.1 million,
representing the amount owed to Cobra by PREPA in relation to these agreements as of June 30, 2024, including the
accrued but unpaid interest, prior to the Settlement Agreement, to the amount expected to be received from the Settlement Agreement. Of the $170.7 million, $89.2 million was charged to credit loss expense, which is included in “selling, general and administrative” on the unaudited condensed consolidated statements of comprehensive (loss) income, and $81.5 million was charged to interest on delinquent accounts receivable, which is included in “other (expense) income, net” on the unaudited condensed consolidated statements of comprehensive (loss) income.
Concentrations of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents in excess of federally insured limits and trade receivables. Following is a summary of our significant customers based on percentages of total accounts receivable balances at September 30, 2024 and December 31, 2023 and percentages of total revenues derived for the three and nine months ended September 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| REVENUES | | ACCOUNTS RECEIVABLE |
| Three Months Ended September 30, | | Nine Months Ended September 30, | | At September 30, | At December 31, |
| 2024 | 2023 | | 2024 | 2023 | | 2024 | 2023 |
Customer A(a) | — | % | 8 | % | | — | % | 11 | % | | — | % | — | % |
Customer B(b) | — | % | — | % | | — | % | — | % | | 81 | % | 90 | % |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
a.Customer A is a third-party customer. Revenues and the related accounts receivable balances earned from Customer A were derived from the Company’s well completion services segment.
b.Customer B is a third-party customer. The accounts receivable balances with Customer B was derived from the Company’s infrastructure services segment. Accounts receivable for Customer B also includes receivables due for interest charged on delinquent accounts receivable.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.
The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The Company uses appropriate valuation techniques based on available inputs to measure the fair values of its assets and liabilities.
Level 1 - Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date.
Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3 - Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On December 1, 2023, Cobra, as seller, and Mammoth, as guarantor, entered into an assignment agreement (the “Assignment Agreement”) with SPCP Group, LLC (“SPCP Group”), as purchaser. The Company elected the fair value option for measuring the liability of the Assignment Agreement. To estimate the fair value of the liability, the Company used inputs that are not observable in the market (Level 3) based on an income approach. The Company used the contractual settlement amount, imputed interest rate and expected timing of cash flows to estimate the liability using the discounted cash flow model. See Notes 9 and 19.
The carrying amount of cash and cash equivalents, restricted cash, trade receivables, trade payables and receivables and payables from related parties approximates fair value because of the short-term nature of the instruments. The fair value of debt approximates its carrying value because the cost of borrowing fluctuates based upon market conditions.
New Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280)”, which is intended to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. The amendment requires disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”) as well as other segment items, extends certain annual disclosures to interim periods, clarifies the applicability to single reportable segment entities, permits more than one measure of profit or loss to be reported under certain conditions and requires disclosure of the title and position of the CODM. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 31, 2024. We expect to adopt the new disclosures for the year ended December 31, 2024. The Company is currently evaluating the impact that adoption of ASU 2023-07 will have on its disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis, with a retrospective option. The Company is currently evaluating the impact that adoption of ASU 2023-09 will have on its disclosures.
3. Revenue
The Company’s primary revenue streams include well completion services, infrastructure services, natural sand proppant services, drilling services and other services, which includes aviation, equipment rentals, remote accommodations and equipment manufacturing. See Note 20 for the Company’s revenue disaggregated by type.
Certain of the Company’s customer contracts include provisions entitling the Company to a termination penalty when the customer invokes its contractual right to terminate prior to the contract’s nominal end date. The termination penalties in the customer contracts vary, but are generally considered substantive for accounting purposes and create enforceable rights and obligations throughout the stated duration of the contract. The Company accounts for a contract cancellation as a contract modification in the period in which the customer invokes the termination provision. The determination of the contract termination penalty is based on the terms stated in the related customer agreement. As of the modification date, the Company updates its estimate of the transaction price using the expected value method, subject to constraints, and recognizes the amount over the remaining performance period.
Well Completion Services
Well completion services are typically provided based upon a purchase order, contract or on a spot market basis. Services are provided on a day rate, contracted or hourly basis. Generally, the Company accounts for well completion services as a single performance obligation satisfied over time. In certain circumstances, the Company supplies proppant that is utilized for pressure pumping as part of the agreement with the customer. The Company accounts for these pressure pumping agreements as multiple performance obligations satisfied over time. Jobs for these services are typically short-term in nature and range from a few hours to multiple days. Generally, revenue is recognized over time upon the completion of each segment of work based upon a completed field ticket, which includes the charges for the services performed, mobilization of the equipment to the location and personnel.
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Additional revenue is generated through labor charges and the sale of consumable supplies that are incidental to the service being performed. Such amounts are recognized ratably over the period during which the corresponding goods and services are consumed.
Infrastructure Services
Infrastructure services are typically provided pursuant to master service agreements, repair and maintenance contracts or fixed price and non-fixed price installation contracts. Pricing under these contracts may be unit priced, cost-plus/hourly (or time and materials basis) or fixed price (or lump sum basis). Generally, the Company accounts for infrastructure services as a single performance obligation satisfied over time. In certain circumstances, the Company supplies materials that are utilized during the jobs as part of the agreement with the customer. The Company accounts for these infrastructure agreements as multiple performance obligations satisfied over time. Revenue is recognized over time as work progresses based on the days completed or as the contract is completed. Under certain customer contracts in our infrastructure services segment, the Company warranties equipment and labor performed for a specified period following substantial completion of the work.
Natural Sand Proppant Services
The Company sells natural sand proppant through sand supply agreements with its customers. Under these agreements, sand is typically sold at a flat rate per ton or a flat rate per ton with an index-based adjustment. The Company recognizes revenue at the point in time when the customer obtains legal title to the product, which may occur at the production facility, rail origin or at the destination terminal.
Certain of the Company’s sand supply agreements contain a minimum volume commitment related to sand purchases whereby the Company charges a shortfall payment if the customer fails to meet the required minimum volume commitment. These agreements may also contain make-up provisions whereby shortfall payments can be applied in future periods against purchased volumes exceeding the minimum volume commitment. If a make-up right exists, the Company has future performance obligations to deliver excess volumes of product in subsequent months. In accordance with ASC 606, if the customer fails to meet the minimum volume commitment, the Company will assess whether it expects the customer to fulfill its unmet commitment during the contractually specified make-up period based on discussions with the customer and management’s knowledge of the business. If the Company expects the customer will make-up deficient volumes in future periods, revenue related to shortfall payments will be deferred and recognized on the earlier of the date on which the customer utilizes make-up volumes or the likelihood that the customer will exercise its right to make-up deficient volumes becomes remote. If the Company does not expect the customer will make-up deficient volumes in future periods, the breakage model will be applied and revenue related to shortfall payments will be recognized when the model indicates the customer’s inability to take delivery of excess volumes. The Company recognized shortfall revenue totaling $1.2 million and $2.3 million during the three and nine months ended September 30, 2024 and did not have any deferred revenue related to shortfall payments. The Company did not recognize any shortfall revenue during the three and nine months ended September 30, 2023 and did not have any deferred revenue related to shortfall payments.
In certain of the Company’s sand supply agreements, the customer obtains control of the product when it is loaded into rail cars and the customer reimburses the Company for all freight charges incurred. The Company has elected to account for shipping and handling as activities to fulfill the promise to transfer the sand. If revenue is recognized for the related product before the shipping and handling activities occur, the Company accrues the related costs of those shipping and handling activities.
Drilling Services
Directional drilling services, including motor rentals, are provided on a day rate or hourly basis, and revenue is recognized as work progresses. Performance obligations are satisfied over time as the work progresses based on the measure of output.
Other Services
The Company also provided aviation, equipment rentals, remote accommodations and equipment manufacturing, which are reported under other services. The Company’s other services are typically provided based upon a purchase order, contract or on a spot market basis. Services are provided on a day rate, contracted or hourly basis. Performance obligations for these services are satisfied over time and revenue is recognized as the work progresses based on the measure of output. Jobs for these services are typically short-term in nature and range from a few hours to multiple days.
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Practical Expedients
The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts in which variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied distinct good or service that forms part of a single performance obligation.
Contract Balances
Following is a rollforward of the Company’s contract liabilities (in thousands): | | | | | | | | |
Balance, December 31, 2022 | | 7,550 | |
Deduction for recognition of revenue | | (7,042) | |
Deduction for rebate credit recognized | | (375) | |
Increase for deferral of customer prepayments | | 530 | |
Balance, December 31, 2023 | | 663 | |
Deduction for recognition of revenue | | (58) | |
Deduction for rebate credit recognized | | (506) | |
| | |
Increase for deferral of customer prepayments | | 1,043 | |
Balance, September 30, 2024 | | $ | 1,142 | |
The Company did not have any contract assets as of September 30, 2024 or December 31, 2023.
Performance Obligations
Revenue recognized in the current period from performance obligations satisfied in previous periods was a nominal amount for the three and nine months ended September 30, 2024 and 2023. As of September 30, 2024, the Company had unsatisfied performance obligations totaling $7.7 million, which will be recognized over the next 4 months.
4. Divestitures
On July 13, 2023, the Company sold all of the equity interest in its subsidiary Air Rescue Systems Corporation (“ARS”) for $3.3 million in cash. The Company recognized a gain of $2.1 million on the sale, which is included in “other (expense) income, net” on the unaudited condensed consolidated statements of comprehensive (loss) income.
5. Inventories
Inventories consist of raw sand and processed sand available for sale, chemicals and other products sold as a bi-product of completion and production operations and supplies used in performing services. Inventory is stated at the lower of cost or net realizable value on an average cost basis. The Company assesses the valuation of its inventories based upon specific usage, future utility, obsolescence and other factors. A summary of the Company’s inventories is shown below (in thousands): | | | | | | | | | | | | | | |
| | September 30, | | December 31, |
| | 2024 | | 2023 |
Supplies | | $ | 7,361 | | | $ | 6,757 | |
Raw materials | | 661 | | | 872 | |
Work in process | | 4,259 | | | 3,955 | |
Finished goods | | 1,217 | | | 1,069 | |
Total inventories | | $ | 13,498 | | | $ | 12,653 | |
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6. Property, Plant and Equipment
Property, plant and equipment include the following (in thousands): | | | | | | | | | | | | | | | | | |
| | | September 30, | | December 31, |
| Useful Life | | 2024 | | 2023 |
Pressure pumping equipment | 3-5 years | | $ | 251,363 | | | $ | 251,111 | |
Drilling rigs and related equipment | 3-15 years | | 97,372 | | | 97,207 | |
Machinery and equipment | 7-20 years | | 151,344 | | | 155,921 | |
Buildings | 15-39 years | | 37,789 | | | 40,869 | |
Vehicles, trucks and trailers | 5-10 years | | 90,051 | | | 92,257 | |
Coil tubing equipment | 4-10 years | | 7,237 | | | 6,954 | |
Land | N/A | | 12,349 | | | 12,393 | |
Land improvements | 15 years or life of lease | | 10,090 | | | 10,066 | |
Rail improvements | 10-20 years | | 13,793 | | | 13,793 | |
Other property and equipment(a) | 3-12 years | | 15,303 | | | 15,171 | |
| | | 686,691 | | | 695,742 | |
Deposits on equipment and equipment in process of assembly(b) | | | 16,154 | | | 8,670 | |
| | | 702,845 | | | 704,412 | |
Less: accumulated depreciation(c) | | | 593,451 | | | 590,507 | |
Total property, plant and equipment, net | | | $ | 109,394 | | | $ | 113,905 | |
a. Included in Other property and equipment are costs of $3.1 million at each of September 30, 2024 and December 31, 2023, respectively, related to assets leased to customers under operating leases.
b. Deposits on equipment and equipment in process of assembly represents deposits placed with vendors for equipment that is in the process of assembly and purchased equipment that is being outfitted for its intended use. The equipment is not yet placed in service.
c. Includes accumulated depreciation of $2.6 million and $2.3 million at September 30, 2024 and December 31, 2023, respectively, related to assets under operating leases.
Disposals
Proceeds from customers for horizontal and directional drilling services equipment damaged or lost down-hole are reflected in revenue with the carrying value of the related equipment charged to cost of service revenues and are reported as cash inflows from investing activities in the unaudited condensed consolidated statements of cash flows. For each of the three and nine months ended September 30, 2024, proceeds from the sale of equipment damaged or lost down-hole were $0.3 million, and gains from the sale of equipment damaged or lost down-hole were $0.2 million. For each of the three and nine months ended September 30, 2023, proceeds from the sale of equipment damaged or lost down-hole were $0.4 million, and gains from the sale of equipment damaged or lost down-hole were $0.3 million.
Proceeds from assets sold or disposed of as well as the carrying value of the related equipment are reflected in “gains on disposal of assets, net” on the unaudited condensed consolidated statements of comprehensive (loss) income. For the three and nine months ended September 30, 2024 and 2023, total cash and accrued proceeds from the sale of equipment were $0.6 million, $3.9 million, $3.1 million and $4.0 million, respectively, and gains from the sale or disposal of equipment were $0.3 million, $2.5 million, $2.4 million and $3.3 million, respectively.
Depreciation, depletion, amortization and accretion
A summary of depreciation, depletion, amortization and accretion expense is below (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Depreciation expense | $ | 5,229 | | | $ | 9,240 | | | $ | 17,522 | | | $ | 33,097 | |
Amortization expense | 193 | | | 193 | | | 580 | | | 583 | |
Accretion and depletion expense | 762 | | | 1,800 | | | 1,154 | | | 3,159 | |
Depreciation, depletion, amortization and accretion | $ | 6,184 | | | $ | 11,233 | | | $ | 19,256 | | | $ | 36,839 | |
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7. Goodwill and Intangible Assets
Goodwill
Changes in the net carrying amount of goodwill by reporting segment (see Note 20) for the nine months ended September 30, 2024 and year ended December 31, 2023 are presented below (in thousands):
| | | | | | | | | | | | | | | | | |
| Well Completions | | Other | | Total |
Balance as of January 1, 2023 | | | | | |
Goodwill | $ | 86,043 | | | $ | 14,830 | | | $ | 100,873 | |
Accumulated impairment losses | (76,829) | | | (12,327) | | | (89,156) | |
| 9,214 | | | 2,503 | | | 11,717 | |
Acquisitions | — | | | — | | | — | |
Impairment losses | — | | | (1,810) | | | (1,810) | |
Dispositions | — | | | (693) | | | (693) | |
Balance as of December 31, 2023 | | | | | |
Goodwill | 86,043 | | | 14,137 | | | 100,180 | |
Accumulated impairment losses | (76,829) | | | (14,137) | | | (90,966) | |
| 9,214 | | | — | | | 9,214 | |
Acquisitions | — | | | — | | | — | |
Impairment losses | — | | | — | | | — | |
Dispositions | — | | | — | | | — | |
Balance as of September 30, 2024 | | | | | |
Goodwill | 86,043 | | | 14,137 | | | 100,180 | |
Accumulated impairment losses | (76,829) | | | (14,137) | | | (90,966) | |
| $ | 9,214 | | | $ | — | | | $ | 9,214 | |
Impairment of Goodwill
As a result of the ARS sale, we performed an impairment assessment of our goodwill during the third quarter of 2023. Under GAAP, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of one or more of its reporting units is greater than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, there is no need to perform any further testing. However, if the Company concludes otherwise, then it is required to perform a quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded based on that difference.
Based on the qualitative assessment, the Company concluded that it was more likely than not that the carrying value of the Aviation reporting unit was greater than its fair value at September 30, 2023. To determine fair value of the Aviation reporting unit at September 30, 2023, the Company used the income approach. The income approach estimates the fair value based on anticipated cash flows that are discounted using a weighted average cost of capital. As a result, the Company impaired goodwill associated with Cobra Aviation, resulting in a $1.8 million impairment charge during the third quarter of 2023.
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Intangible Assets
The Company had the following finite lived intangible assets recorded, which are included in “other non-current assets” on the unaudited condensed consolidated balance sheets (in thousands):
| | | | | | | | | | | |
| September 30, | | December 31, |
| 2024 | | 2023 |
Trade names | 7,730 | | | 7,730 | |
Less: accumulated amortization - trade names | (7,397) | | | (6,817) | |
Intangible assets, net | $ | 333 | | | $ | 913 | |
Amortization expense for intangible assets was $0.2 million and $0.6 million for each of the three and nine months ended September 30, 2024 and 2023, respectively. The original life of trade names is 10 years as of September 30, 2024 with a remaining weighted average useful life of 2.0 years.
Aggregated expected amortization expense for the future periods is expected to be as follows (in thousands): | | | | | | | | |
Remainder of 2024 | | $ | 124 | |
2025 | | 85 | |
2026 | | 85 | |
2027 | | 39 | |
2028 | | — | |
Thereafter | | — | |
| | $ | 333 | |
8. Equity Method Investment
On December 21, 2018, Cobra Aviation Services LLC (“Cobra Aviation”) and Wexford Partners Investment Co. LLC (“Wexford Investment”), a related party, formed a joint venture under the name of Brim Acquisitions LLC (“Brim Acquisitions”) to acquire all outstanding equity interest in Brim Equipment Leasing, Inc. (“Brim Equipment”) for a total purchase price of approximately $2.0 million. Cobra Aviation owns a 49% economic interest and Wexford Investment owns a 51% economic interest in Brim Acquisitions, and each member contributed its pro rata portion of Brim Acquisitions’ initial capital of $2.0 million. Brim Acquisitions, through Brim Equipment, owns three commercial helicopters and leases two commercial helicopters for operations, which it uses to provide a variety of services, including short haul, aerial ignition, hoist operations, aerial photography, fire suppression, construction services, animal/capture/survey, search and rescue, airborne law enforcement, power line construction, precision long line operations, pipeline construction and survey, mineral and seismic exploration, and aerial seeding and fertilization.
The Company uses the equity method of accounting to account for its investment in Brim Acquisitions, which had a carrying value of approximately $3.5 million and $4.2 million at September 30, 2024 and December 31, 2023, respectively. The investment is included in “other non-current assets” on the unaudited condensed consolidated balance sheets. The Company recorded equity method adjustments to its investment of $0.4 million and ($0.7) million for the three and nine months ended September 30, 2024, respectively, and $0.7 million and $0.3 million for the three and nine months ended September 30, 2023, respectively, which is included in “other (expense) income, net” on the unaudited condensed consolidated statements of comprehensive (loss) income.
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
9. Accrued Expenses and Other Current Liabilities and Other Long-Term Liabilities
Accrued expenses and other current liabilities and other long-term liabilities included the following (in thousands): | | | | | | | | | | | | | | |
| | September 30, | | December 31, |
| | 2024 | | 2023 |
State and local taxes payable | | $ | 13,260 | | | $ | 13,111 | |
Sale-leaseback liability(a) | | 11,380 | | | 4,754 | |
Accrued compensation and benefits | | 5,028 | | | 5,558 | |
Financing leases | | 1,572 | | | 1,702 | |
Insurance reserves | | 1,372 | | | 1,277 | |
Deferred revenue | | 1,142 | | | 663 | |
Financed insurance premiums(b) | | — | | | 9,807 | |
Financing arrangement, net(c) | | — | | | 48,943 | |
Other | | 1,679 | | | 2,139 | |
| | | | |
| | | | |
Total accrued expenses and other current liabilities | | $ | 35,433 | | | $ | 87,954 | |
| | | | |
Other Long-Term Liabilities | | | | |
Financing leases | | $ | 3,592 | | | $ | 2,138 | |
Sale-leaseback liability(a) | | — | | | 2,555 | |
| | | | |
| | | | |
Other | | 189 | | | 22 | |
Total other long-term liabilities | | $ | 3,781 | | | $ | 4,715 | |
a.On December 30, 2020, the Company entered into an agreement with First National Capital, LLC (“FNC”) whereby the Company agreed to sell certain assets from its infrastructure segment to FNC for aggregate proceeds of $5.0 million. Concurrent with the sale of assets, the Company entered into a 36-month lease agreement whereby the Company agreed to lease back the assets at a monthly rental rate of $0.1 million. On December 30, 2023, this lease was extended 12 months. On June 1, 2021, the Company entered into another agreement with FNC whereby the Company sold additional assets from its infrastructure segment to FNC for aggregate proceeds of $9.5 million and entered into a 42-month lease agreement whereby the Company agreed to lease back the assets at a monthly rental rate of $0.2 million. On June 1, 2022, the Company entered into another agreement with FNC whereby the Company sold additional assets from its infrastructure segment to FNC for aggregate proceeds of $4.6 million and entered into a 42-month lease agreement whereby the Company agreed to lease back the assets at a monthly rental rate of $0.1 million. Under the agreements, the Company has the option to purchase the assets at the end of the lease terms. The Company recorded liabilities for the proceeds received and will continue to depreciate the assets. The Company has imputed an interest rate so that the carrying amount of the financial liabilities will be the expected repurchase price at the end of the lease terms. During the three months ended September 30, 2024, the Company changed its estimate of the purchase price at the end of a portion of the leases, resulting in a charge to interest expense and financing charges, net of $7.1 million.
b.Financed insurance premiums are due in monthly installments, are unsecured and mature within the twelve-month period following the close of the year. As of December 31, 2023, the applicable interest rates associated with financed insurance premiums ranged from 6.60% to 7.05%.
c.On December 1, 2023, Cobra, as seller, and Mammoth, as guarantor, entered into the Assignment Agreement with SPCP Group. Under the terms and conditions of the Assignment Agreement, Cobra transferred to SPCP Group all of its rights, title and interest in $54.4 million of outstanding accounts receivable with PREPA. The Company elected the fair value option for measuring the liability. As of December 31, 2023, the fair value of the liability was approximately $48.9 million. On February 26, 2024, PREPA paid $50.6 million with respect to its outstanding receivable to Cobra. This amount was in addition to $13.4 million paid by PREPA in January 2024. Of the $64.0 million paid by PREPA in 2024, $9.6 million was paid to Cobra and $54.4 million was paid to SPCP Group, as Cobra’s assignee under the Assignment Agreement. Following such payment, all of Cobra’s and Mammoth’s obligations under the Assignment Agreement were fully extinguished and the Assignment Agreement was terminated effective as of February 28, 2024. See Note 19 for additional information regarding this transaction.
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
10. Debt
Debt included the following (in thousands):
| | | | | | | | | | | | | | |
| | September 30, | | December 31, |
| | 2024 | | 2023 |
Revolving credit facility | | $ | — | | | $ | — | |
Term credit facility, including interest paid-in-kind | | 50,888 | | | 45,000 | |
Unamortized debt issuance costs and discount | | (1,879) | | | (2,191) | |
Total debt | | 49,009 | | | 42,809 | |
Less: current portion | | — | | | — | |
Total long-term debt | | $ | 49,009 | | | $ | 42,809 | |
As of September 30, 2024 and December 31, 2023, there were deferred financing costs on our revolving credit facility totaling $2.9 million and $3.4 million, respectively, included in “other non-current assets” in the accompanying consolidated balance sheets.
New Revolving Credit Facility and New Term Credit Facility
On October 16, 2023, the Company entered into the new revolving credit facility and the new term credit facility (each as defined below), which refinanced in full the Company’s indebtedness outstanding under, and terminated, the amended and restated revolving credit facility, dated as of October 19, 2018, as amended (the “existing revolving credit facility.”), with us and certain of our direct and indirect subsidiaries, as borrowers, the lenders party thereto from time to time, and PNC Bank, National Association, as a lender and as administrative agent for the lenders.
On October 16, 2023, the Company, as borrower, and certain of its direct and indirect subsidiaries, as guarantors, entered into a revolving credit agreement with the lenders party thereto and Fifth Third Bank, National Association, as a lender and as administrative agent for the lenders, as may be subsequently amended (the “new revolving credit facility”). The new revolving credit facility provides for revolving commitments in an aggregate amount of up to $75 million. Borrowings under the new revolving credit facility are secured by the Company’s assets, inclusive of the subsidiary companies, and are subject to a borrowing base calculation prepared monthly which includes a requirement to maintain certain reserves as specified in the new revolving credit facility. The new revolving credit facility also contains various affirmative and restrictive covenants. Interest under the new revolving credit facility equals the Tranche Rate (as defined in the new revolving credit facility) plus (i) 1.75%, if the Average Excess Availability Percentage (as defined in the new revolving credit facility) is greater than 66 2/3%, (ii) 2.00% if the Average Excess Availability Percentage is greater than 33 1/3% and less than or equal to 66 2/3%, and (iii) 2.25% if the Average Excess Availability Percentage is less than or equal to 33 1/3%.
As of September 30, 2024 and December 31, 2023, the financial covenant under the new revolving credit facility was the fixed coverage ratio of 1.0 to 1.0 which applies only during the period from the date that excess availability under the new revolving credit facility is less than the greater of (i) 10% of total availability under the new revolving credit facility and (ii) $5 million until the date in which the excess availability is equal to the greater of (i) 10% of excess availability and (ii) $5 million for 30 consecutive days (such period, a “Financial Covenant Period”). A Financial Covenant Period was not in effect as of each of September 30, 2024 and the filing date of this report.
At September 30, 2024, the new revolving credit facility was undrawn, the borrowing base was $20.4 million, and there was $13.7 million of borrowing capacity under the facility, after giving effect to $6.7 million of outstanding letters of credit. At December 31, 2023, the new revolving credit facility was undrawn, the borrowing base was $27.0 million, and there was $20.7 million of borrowing capacity under the facility, after giving effect to $6.3 million of outstanding letters of credit.
On October 16, 2024, the Company entered into (i) an amendment to the new revolving credit agreement (the “Credit
Agreement Amendment”) and (ii) a letter of credit reimbursement agreement (the “Reimbursement Agreement”), each
with Fifth Third Bank. The Credit Agreement Amendment, among other things, permits the transactions contemplated by the Reimbursement Agreement, including the issuance of one or more letters of credit to satisfy Cobra’s obligations under the Settlement Agreement relating to one or more indemnity letters of credit. The aggregate amount of all such letters of
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
credit shall not exceed $18.4 million. Under the terms of the Reimbursement Agreement, the Company agreed to hold cash funds totaling at least 105% of the stated amount of all letters of credit in an account maintained by Fifth Third Bank and to which Fifth Third Bank has a first priority security interest.
On October 18, 2024, Cobra received a payment from PREPA totaling $18.4 million under the terms of the Settlement Agreement. In connection with the receipt of the $18.4 million from PREPA, Cobra instructed Fifth Third Bank to issue a letter of credit to PREPA under the Reimbursement Agreement in the amount of $18.4 million and transferred a total of $19.3 million to a restricted cash account maintained by Fifth Third Bank as collateral for the letter of credit.
On October 16, 2023, the Company, as borrower, and certain of its direct and indirect subsidiaries, as guarantors, also entered into a loan and security agreement with the lenders party thereto and Wexford Capital LP, an affiliate of the Company, as administrative agent for the lenders (“Wexford”), as may be subsequently amended (the “new term credit facility”). The new term credit was approved by the audit committee of the Company’s board of directors, consisting entirely of independent directors, as a transaction with a related party. The new term credit facility provided for term commitments in an aggregate amount equal to $45 million. Borrowings under the new term credit facility were secured by the Company’s assets, inclusive of the subsidiary companies. The new term credit facility contained various affirmative and restrictive covenants. Interest under the new term credit facility equaled the SOFR Interest Rate (as defined in the new term credit facility) plus 7.50%; provided that the Company may elect to pay all or a portion of the accrued interest due with respect to any Interest Period (as defined in the new term credit facility) ending on or before April 16, 2025, in kind by adding such accrued interest to the principal amount of the outstanding loans thereunder. As of September 30, 2024, borrowings outstanding under the new term credit facility bore interest at 12.9%.
In particular, under the new term credit facility, the Company was required, among other things, to mandatorily remit to Wexford up to 50% of all amounts that constitute PREPA Claim Proceeds, as such term is defined in the new term credit facility, which will be used to reduce outstanding borrowings under the new term credit facility, as required under the terms thereof. Wexford waived this requirement in connection with the Assignment Agreement and the $9.6 million received by Cobra from PREPA in February 2024.
At September 30, 2024 and December 31, 2023, there were outstanding borrowings, including interest paid-in-kind, under the term credit facility of $50.9 million and $45.0 million, respectively.
In connection with the receipt of the first installment amount under the Settlement Agreement on October 1, 2024, the Company paid, in full, all amounts owed under the term credit facility, including the accrued and unpaid interest, in the aggregate amount of $50.9 million, and terminated the facility on October 2, 2024. In connection with the payoff of the term credit facility, Wexford waived the 1% early termination penalty.
If an event of default occurs under the new revolving credit facility and remains uncured, it could have a material adverse effect on the Company’s business, financial condition, liquidity and results of operations. The lenders, as applicable, (i) would not be required to lend any additional amounts to the Company, (ii) could elect to increase the interest rate by 200 basis points, (iii) could elect to declare all outstanding borrowings, together with accrued and unpaid interest and fees, to be due and payable, (iv) may have the ability to require the Company to apply all of its available cash to repay outstanding borrowings, and (v) may foreclose on substantially all of the Company’s assets. The new revolving credit facility is currently scheduled to mature on the earlier of (x) July 17, 2028, unless the indebtedness under the new term credit facility is refinanced in accordance with terms of the intercreditor agreement, and (y) October 16, 2028.
11. Variable Interest Entities
Dire Wolf Energy Services LLC (“Dire Wolf”) and Predator Aviation LLC (“Predator Aviation”), wholly owned subsidiaries of the Company, are party to Voting Trust Agreements with TVPX Aircraft Solutions Inc. (the “Voting Trustee”). Under the Voting Trust Agreements, Dire Wolf transferred 100% of its membership interest in Cobra Aviation and Predator Aviation transferred 100% of its membership interest in Leopard to the respective Voting Trustees in exchange for Voting Trust Certificates. Dire Wolf and Predator Aviation retained the obligation to absorb all expected returns or losses of Cobra Aviation and Leopard. Prior to the transfer of the membership interest to the Voting Trustee, Cobra Aviation was a wholly owned subsidiary of Dire Wolf and Leopard was a wholly owned subsidiary of Predator Aviation. Cobra Aviation owns one helicopter and support equipment and 49% of the equity interest in Brim Acquisitions. Leopard owns one helicopter. Dire Wolf and Predator Aviation entered into the Voting Trust Agreements in order to meet certain registration requirements.
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Dire Wolf’s and Predator Aviation’s voting rights are not proportional to their respective obligations to absorb expected returns or losses of Cobra Aviation and Leopard, respectively, and all of Cobra Aviation’s and Leopard’s activities are conducted on behalf of Dire Wolf and Predator Aviation, which have disproportionately fewer voting rights; therefore, Cobra Aviation and Leopard meet the criteria of a VIE. Cobra Aviation and Leopard’s operational activities are directed by Dire Wolf’s and Predator Aviation’s officers and Dire Wolf and Predator Aviation have the option to terminate the Voting Trust Agreements at any time. Therefore, the Company, through Dire Wolf and Predator Aviation, is considered the primary beneficiary of the VIEs and consolidates Cobra Aviation and Leopard at September 30, 2024.
12. Selling, General and Administrative Expense
Selling, general and administrative (“SG&A”) expense includes of the following (in thousands): | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Cash expenses: | | | | | | | |
Compensation and benefits | $ | 3,173 | | | $ | 3,392 | | | $ | 10,394 | | | $ | 11,665 | |
Professional services | 3,503 | | | 4,684 | | | 9,016 | | | 10,889 | |
Other(a) | 1,775 | | | 2,105 | | | 5,249 | | | 5,884 | |
Total cash SG&A expense | 8,451 | | | 10,181 | | | 24,659 | | | 28,438 | |
Non-cash expenses: | | | | | | | |
Change in provision for expected credit losses charged to bad debt expense(b) | 32 | | | 11 | | | 89,645 | | | (414) | |
| | | | | | | |
Stock based compensation | 219 | | | 219 | | | 657 | | | 1,127 | |
Total non-cash SG&A expense | 251 | | | 230 | | | 90,302 | | | 713 | |
Total SG&A expense | $ | 8,702 | | | $ | 10,411 | | | $ | 114,961 | | | $ | 29,151 | |
a. Includes travel-related costs, information technology expenses, rent, utilities and other general and administrative-related costs.
b. Included in the nine months ended September 30, 2024 amounts is a charge of $89.2 million related to Cobra’s Settlement Agreement with PREPA. See Note 2. Basis of Presentation and Significant Accounting Policies—Accounts Receivable and —Concentrations of Credit Risk and Significant Customers and Note 19. Commitments and Contingencies—Litigation included elsewhere in this report for additional information.
13. Income Taxes
The Company recorded income tax benefit of $12.6 million for the nine months ended September 30, 2024 compared to income tax expense of $9.0 million for the nine months ended September 30, 2023. The Company’s effective tax rates were 6% and 76% for the nine months ended September 30, 2024 and 2023, respectively.
The effective tax rates for the nine months ended September 30, 2024 and 2023 differed from the statutory rate of 21% primarily due to the mix of earnings between the United States and Puerto Rico, changes in the valuation allowance and interest and penalties. Additionally, as a result of the Settlement Agreement with PREPA, during the nine months ended September 30, 2024, the Company reversed $19.9 million in withholding tax accruals related to undistributed earnings from Puerto Rico.
14. Leases
Lessee Accounting
The Company recognizes a lease liability equal to the present value of the lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term for all leases with a term in excess of 12 months. For operating leases, lease expense for lease payments is recognized on a straight-line basis over the lease term, while finance leases include both an operating expense and an interest expense component. For all leases with a term of 12 months or less, the Company has elected the practical expedient to not recognize lease assets and liabilities and recognizes lease expense for these short-term leases on a straight-line basis over the lease term.
The Company’s operating leases are primarily for rail cars, real estate, and equipment and its finance leases are primarily for machinery and equipment. Generally, the Company does not include renewal or termination options in its assessment
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
of the leases unless extension or termination of certain assets is deemed to be reasonably certain. The accounting for some of the Company’s leases may require significant judgment, which includes determining whether a contract contains a lease, determining the incremental borrowing rates to utilize in the net present value calculation of lease payments for lease agreements which do not provide an implicit rate and assessing the likelihood of renewal or termination options. Lease agreements that contain a lease and non-lease component are generally accounted for as a single lease component.
The rate implicit in the Company’s leases is not readily determinable. Therefore, the Company uses its incremental borrowing rate based on information available at the commencement date of its leases in determining the present value of lease payments. The Company’s incremental borrowing rate reflects the estimated rate of interest that it would pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.
Lease expense consisted of the following for the three and nine months ended September 30, 2024 and 2023 (in thousands): | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Operating lease expense | $ | 1,575 | | | $ | 1,928 | | | $ | 5,135 | | | $ | 5,568 | |
Short-term lease expense | 16 | | | 37 | | | 70 | | | 476 | |
Finance lease expense: | | | | | | | |
Amortization of right-of-use assets | 398 | | | 445 | | | 1,229 | | | 1,579 | |
Interest on lease liabilities | 95 | | | 38 | | | 212 | | | 135 | |
Total lease expense | $ | 2,084 | | | $ | 2,448 | | | $ | 6,646 | | | $ | 7,758 | |
Supplemental balance sheet information related to leases as of September 30, 2024 and December 31, 2023 is as follows (in thousands): | | | | | | | | | | | |
| September 30, | | December 31, |
| 2024 | | 2023 |
Operating leases: | | | |
Operating lease right-of-use assets | $ | 5,010 | | | $ | 9,551 | |
Current operating lease liability | 3,428 | | | 5,771 | |
Long-term operating lease liability | 1,556 | | | 3,534 | |
Finance leases: | | | |
Property, plant and equipment, net | $ | 5,345 | | | $ | 3,966 | |
Accrued expenses and other current liabilities | 1,572 | | | 1,702 | |
Other liabilities | 3,592 | | | 2,138 | |
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Other supplemental information related to leases for the three and nine months ended September 30, 2024 and 2023 and as of September 30, 2024 and December 31, 2023 is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | |
Operating cash flows from operating leases | $ | 1,521 | | | $ | 1,826 | | | $ | 4,904 | | | $ | 5,419 | |
Operating cash flows from finance leases | 95 | | | 38 | | | 212 | | | 135 | |
Financing cash flows from finance leases | 412 | | | 869 | | | 1,359 | | | 3,547 | |
Right-of-use assets obtained in exchange for lease obligations: | | | | | | | |
Operating leases | $ | 50 | | | $ | 1,338 | | | $ | 136 | | | $ | 5,554 | |
Finance leases | 1,602 | | | 201 | | | 2,971 | | | 507 | |
| | | | | | | | | | | |
| September 30, | | December 31, |
| 2024 | | 2023 |
Weighted-average remaining lease term: | | | |
Operating leases | 2.4 years | | 2.5 years |
Finance leases | 2.7 years | | 2.2 years |
Weighted-average discount rate: | | | |
Operating leases | 9.1 | % | | 8.7 | % |
Finance leases | 8.4 | % | | 6.3 | % |
Maturities of lease liabilities as of September 30, 2024 are as follows (in thousands): | | | | | | | | | | | |
| Operating Leases | | Finance Leases |
Remainder of 2024 | $ | 1,509 | | | $ | 489 | |
2025 | 2,783 | | | 1,858 | |
2026 | 726 | | | 2,141 | |
2027 | 175 | | | 977 | |
2028 | 15 | | | 192 | |
Thereafter | 467 | | | 265 | |
Total lease payments | 5,675 | | | 5,922 | |
Less: Present value discount | 691 | | | 758 | |
Present value of lease payments | $ | 4,984 | | | $ | 5,164 | |
Subsequent to September 30, 2024, the Company entered into 14 additional finance leases for trucks. These agreements provide for aggregate fixed lease payments totaling $3.6 million with varying lease terms ranging from three to six years.
Lessor Accounting
Certain of the Company’s agreements with its customers for other services, aviation services and remote accommodation services contain an operating lease component under ASC 842 because (i) there are identified assets, (ii) the customer obtains substantially all of the economic benefits of the identified assets throughout the period of use and (iii) the customer directs the use of the identified assets throughout the period of use. The Company has elected to apply the practical expedient provided to lessors to combine the lease and non-lease components of a contract where the revenue recognition pattern is the same and where the lease component, when accounted for separately, would be considered an operating lease. The practical expedient also allows a lessor to account for the combined lease and non-lease components
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
under ASC 606, Revenue from Contracts with Customers, when the non-lease component is the predominant element of the combined component.
The Company’s lease agreements are generally short-term in nature and lease revenue is recognized over time based on a monthly, daily or hourly rate basis. The Company does not provide an option for the lessee to purchase the rented assets at the end of the lease and the lessees do not provide residual value guarantees on the rented assets. The Company recognized lease revenue of $0.5 million and $1.7 million during the three and nine months ended September 30, 2024, respectively, and $0.8 million and $2.4 million during the three and nine months ended September 30, 2023, which is included in “services revenue” and “services revenue - related parties” on the unaudited condensed consolidated statements of comprehensive (loss) income.
15. (Loss) Earnings Per Share
Reconciliations of the components of basic and diluted net (loss) earnings per common share are presented in the table below (in thousands, except per share data): | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Basic (loss) earnings per share: | | | | | | | |
Allocation of (loss) earnings: | | | | | | | |
Net (loss) income | $ | (24,042) | | | $ | (1,088) | | | $ | (191,846) | | | $ | 2,793 | |
Weighted average common shares outstanding | 48,127 | | | 47,942 | | | 48,044 | | | 47,721 | |
Basic (loss) earnings per share | $ | (0.50) | | | $ | (0.02) | | | $ | (3.99) | | | $ | 0.06 | |
| | | | | | | |
Diluted (loss) earnings per share: | | | | | | | |
Allocation of (loss) earnings: | | | | | | | |
Net (loss) income | $ | (24,042) | | | $ | (1,088) | | | $ | (191,846) | | | $ | 2,793 | |
Weighted average common shares, including dilutive effect(a) | 48,127 | | | 47,942 | | | 48,044 | | | |