UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017
o
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
 
73134
(Address of principal executive offices)
 
(Zip Code)
(405) 608-6007
(Registrant’s telephone number, including area code)
______________________________

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  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer, 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
 
o
 
Accelerated filer
 
o
 
 
 
 
 
 
 
Non-accelerated filer
 
o
 
Smaller reporting company
 
o
 
 
 
 
 
 
 
 
 
 
 
Emerging growth company
 
ý

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. ý   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

As of November 7, 2017, there were 44,502,223 shares of common stock, $0.01 par value, outstanding.
                                                            

MAMMOTH ENERGY SERVICES, INC.



TABLE OF CONTENTS
 
 
 
 
 
 
 
Page
 
 
 
 
 
Item 1.
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
Item 1.
Item 1A.
Item 2.
Item 4.
Item 5.
Item 6.
 
 



GLOSSARY OF OIL AND NATURAL GAS TERMS
The following is a glossary of certain oil and natural gas industry terms used in this report:
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 7,010 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, 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.
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.
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.
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.
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.

i

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.
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 drillpipe, drill collars, pup joints, casing, production tubing and pipeline.
Unconventional resource
An umbrella term for oil and natural gas that is produced by means that do not meet the criteria for conventional production. What has qualified as “unconventional” at any particular time is a complex function of resource characteristics, the available exploration and production technologies, the economic environment, and the scale, frequency and duration of production from the resource. Perceptions of these factors inevitably change over time and often differ among users of the term. At present, the term is used in reference to oil and gas resources whose porosity, permeability, fluid trapping mechanism, or other characteristics differ from conventional sandstone and carbonate reservoirs. Coalbed methane, gas hydrates, shale gas, fractured reservoirs and tight gas sands are considered unconventional resources.
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.


ii

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, 2016 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 our:

•
business strategy;
•
pending or future acquisitions and future capital expenditures;
•
ability to obtain permits and governmental approvals;
•
technology;
•
financial strategy;
•
future operating results; and
•
plans, objectives, expectations and intentions.

All of these types of statements, other than statements of historical fact included in this report, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” "will," “could,” “should,” “expect,” “plan,” “project,” “budget,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “seek,” “objective” or “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. 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.


iii
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,
CURRENT ASSETS
 
2017
 
2016 (a)
Cash and cash equivalents
 
$
14,278,328

 
$
29,238,618

Accounts receivable, net
 
65,490,189

 
21,169,579

Receivables from related parties
 
44,772,661

 
27,589,283

Inventories
 
12,164,225

 
6,124,201

Prepaid expenses
 
2,753,800

 
4,425,872

Other current assets
 
335,513

 
391,599

Total current assets
 
139,794,716

 
88,939,152

 
 
 
 
 
Property, plant and equipment, net
 
347,317,716

 
242,119,663

Sand reserves
 
75,210,457

 
55,367,295

Intangible assets, net - customer relationships
 
11,770,375

 
15,949,772

Intangible assets, net - trade names
 
6,722,197

 
5,617,057

Goodwill
 
99,810,819

 
88,726,875

Other non-current assets
 
4,509,500

 
5,642,661

Total assets
 
$
685,135,780

 
$
502,362,475

LIABILITIES AND EQUITY
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
Accounts payable
 
$
70,229,349

 
$
20,469,542

Payables to related parties
 
211,352

 
203,209

Accrued expenses and other current liabilities
 
21,556,542

 
8,546,198

Income taxes payable
 
—

 
28,156

Total current liabilities
 
91,997,243

 
29,247,105

 
 
 
 
 
Long-term debt
 
94,000,000

 
—

Deferred income taxes
 
51,086,739

 
47,670,789

Asset retirement obligation
 
2,031,119

 
259,804

Other liabilities
 
4,755,414

 
2,404,422

Total liabilities
 
243,870,515

 
79,582,120

 
 
 
 
 
COMMITMENTS AND CONTINGENCIES (Note 14)
 

 

 
 
 
 

EQUITY
 
 
 

Equity:
 
 
 
 
Common stock, $0.01 par value, 200,000,000 shares authorized, 44,502,223 and
 
445,022

 
375,000

37,500,000 issued and outstanding at September 30, 2017 and December 31, 2016, respectively.
 
 
 
 
Additional paid in capital
 
506,274,038

 
400,205,921

Member's equity
 
—

 
81,738,675

Accumulated deficit
 
(63,274,499
)
 
(56,322,878
)
Accumulated other comprehensive loss
 
(2,179,296
)
 
(3,216,363
)
Total equity
 
441,265,265

 
422,780,355

Total liabilities and equity
 
$
685,135,780

 
$
502,362,475

(a) Financial information has been recast to include the financial position and results attributable to Sturgeon Acquisitions LLC ("Sturgeon"). See Note 3.


The accompanying notes are an integral part of these condensed consolidated financial statements.

1
MAMMOTH ENERGY SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited)


 
Three Months Ended

Nine Months Ended
 
September 30,

September 30,
REVENUE
2017
 
2016 (a)
 
2017 (b)
 
2016 (a)
Services revenue
$
63,112,621

 
$
19,077,680

 
$
119,863,654

 
$
65,964,774

Services revenue - related parties
56,860,754

 
36,028,399

 
134,425,170

 
76,679,011

Product revenue
15,276,279

 
1,675,230

 
29,043,367

 
4,651,673

Product revenue - related parties
14,055,246

 
6,557,237

 
39,200,789

 
17,788,581

Total revenue
149,304,900

 
63,338,546

 
322,532,980

 
165,084,039

 
 
 
 
 
 
 
 
COST AND EXPENSES
 
 
 
 
 
 
 
Services cost of revenue (1)
89,345,946

 
35,850,660

 
191,910,453

 
102,113,120

Services cost of revenue - related parties
8,899

 
587,087

 
701,008

 
787,079

Product cost of revenue (2)
25,177,849

 
6,429,040

 
57,759,173

 
22,861,407

Selling, general and administrative
7,667,419

 
3,063,445

 
21,473,039

 
11,558,114

Selling, general and administrative - related parties
355,242

 
131,162

 
986,126

 
456,505

Depreciation, depletion, accretion and amortization
27,223,733

 
17,921,471

 
64,354,383

 
54,483,158

Impairment of long-lived assets
—

 
—

 
—

 
1,870,885

Total cost and expenses
149,779,088

 
63,982,865

 
337,184,182

 
194,130,268

Operating loss
(474,188
)
 
(644,319
)
 
(14,651,202
)
 
(29,046,229
)
 
 
 
 
 
 
 
 
OTHER (EXPENSE) INCOME
 
 
 
 
 
 
 
Interest expense
(1,420,067
)
 
(1,024,514
)
 
(2,928,859
)
 
(3,332,901
)
Bargain purchase gain, net of tax
—

 
—

 
4,011,512

 
—

Other, net
(319,252
)
 
(253,832
)
 
(705,894
)
 
371,894

Total other (expense) income
(1,739,319
)
 
(1,278,346
)
 
376,759

 
(2,961,007
)
Loss before income taxes
(2,213,507
)
 
(1,922,665
)
 
(14,274,443
)
 
(32,007,236
)
(Benefit) provision for income taxes
(1,412,680
)
 
1,055,961

 
(7,322,822
)
 
2,739,696

Net loss
$
(800,827
)
 
$
(2,978,626
)
 
$
(6,951,621
)
 
$
(34,746,932
)
 
 
 
 
 
 
 
 
OTHER COMPREHENSIVE INCOME (LOSS)
 
 
 
 
 
 
 
Foreign currency translation adjustment (3)
627,515

 
(386,265
)
 
1,037,067

 
1,583,593

Comprehensive loss
$
(173,312
)
 
$
(3,364,891
)
 
$
(5,914,554
)
 
$
(33,163,339
)
 
 
 
 
 
 
 
 
Net loss per share (basic and diluted) (Note 10)
$
(0.02
)
 
$
(0.10
)
 
$
(0.17
)
 
$
(1.16
)
Weighted average number of shares outstanding (Note 10)
44,501,885

 
30,000,000

 
40,526,276

 
30,000,000

 
 
 
 
 
 
 
 
Pro Forma C Corporation Data:
 
 
 
 
 
 
 
Net loss, as reported


 
(2,978,626
)
 


 
(34,746,932
)
Pro forma benefit for income taxes


 
(3,896,035
)
 


 
(9,701,517
)
Pro forma net loss


 
917,409

 


 
(25,045,415
)
Basic and Diluted (Note 10)


 
$
0.02

 


 
$
(0.58
)
Weighted average pro forma shares outstanding—basic and diluted (Note 10)


 
43,107,452

 


 
43,107,452

 
 
 
 
 
 
 
 
(1) Exclusive of depreciation and amortization
24,152,840

 
16,115,125

 
57,641,729

 
49,658,528

(2) Exclusive of depreciation and amortization
3,033,092

 
1,783,439

 
6,599,251

 
4,729,620

(3) Net of tax
357,594

 
—

 
811,906

 
—

(a) Financial information has been recast to include the financial position and results attributable to Sturgeon. See Note 3.
(b) Financial information includes the financial position and results attributable to Sturgeon for the entire period presented. See Note 3.





The accompanying notes are an integral part of these condensed consolidated financial statements.

2
MAMMOTH ENERGY SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional
 
 
 
Common Stock
Common
Members'
Accumulated
Paid-In
 
 
 
Shares
Amount
Partners
Equity
Deficit
Capital
AOCL
Total
Balance at January 1, 2016 (a)
—

$
—

$
329,090,230

$
90,783,508

$
—

$
—

$
(5,926,968
)
$
413,946,770

Net loss prior to LLC conversion
—

—

(32,085,117
)
—

—

—

—

(32,085,117
)
Equity based compensation
—

—

(18,683
)
—

—

—

—

(18,683
)
LLC Conversion (Note 1)
—

—

(296,986,430
)
—

—

296,986,430

—

—

Issuance of common stock at public offering, net of offering costs
37,500,000

375,000

—

—

—

102,699,661

—

103,074,661

Stock-based compensation
—

—

—

—

—

519,830

—

519,830

Net loss
—

—

—

(4,044,833
)
—

—

—

(4,044,833
)
Distributions
—

—

—

(5,000,000
)
—

—

—

(5,000,000
)
Net loss subsequent to LLC conversion
—

—

—

—

(56,322,878
)
—

—

(56,322,878
)
Other comprehensive income
—

—

—

—

—

—

2,710,605

2,710,605

Balance at December 31, 2016 (a)
37,500,000

375,000

—

81,738,675

(56,322,878
)
400,205,921

(3,216,363
)
422,780,355

Net loss
—

—

—

—

(6,951,621
)
—

—

(6,951,621
)
Stingray acquisition
1,392,548

13,925

—

—

—

25,748,213

—

25,762,138

Sturgeon acquisition
5,607,452

56,075

—

(81,738,675
)
—

77,671,715

—

(4,010,885
)
Equity based compensation
2,223

22

—

—

—

2,648,189

—

2,648,211

Other comprehensive income
—

—

—

—

—

—

1,037,067

1,037,067

Balance at September 30, 2017
44,502,223

$
445,022

$
—

$
—

$
(63,274,499
)
$
506,274,038

$
(2,179,296
)
$
441,265,265





























(a) Financial information has been recast to include the financial position and results attributable to Sturgeon. See Note 3.

The accompanying notes are an integral part of these condensed consolidated financial statements.

3
MAMMOTH ENERGY SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)


 
Nine Months Ended
 
September 30,
Cash flows from operating activities
2017 (a)
 
2016 (b)
Net loss
$
(6,951,621
)
 
$
(34,746,932
)
Adjustments to reconcile net loss to cash provided by operating activities:
 
 
 
Equity based compensation
2,648,211

 
(18,683
)
Depreciation, depletion, accretion and amortization
64,354,383

 
54,483,158

Amortization of coil tubing strings
2,144,231

 
1,386,856

Amortization of debt origination costs
299,104

 
452,343

Bad debt expense
117,426

 
1,779,870

(Gain) loss on disposal of property and equipment
125,653

 
(426,917
)
Gain on bargain purchase
(4,011,512
)
 
—

Impairment of long-lived assets
—

 
1,870,885

Deferred income taxes
(8,151,410
)
 
(18,906
)
Changes in assets and liabilities, net of acquisitions of businesses:
 
 
 
Accounts receivable, net
(37,439,781
)
 
(2,139,172
)
Receivables from related parties
(12,080,870
)
 
167,964

Inventories
(7,878,174
)
 
(119,260
)
Prepaid expenses and other assets
2,643,797

 
59,940

Accounts payable
30,444,904

 
2,099,991

Payables to related parties
7,934

 
(394,292
)
Accrued expenses and other liabilities
14,392,715

 
(1,292,176
)
Income taxes payable
(28,156
)
 
(4,052
)
Net cash provided by operating activities
40,636,834

 
23,140,617

 
 
 
 
Cash flows from investing activities:
 
 
 
Purchases of property and equipment
(102,273,490
)
 
(4,108,047
)
Business acquisitions
(42,008,187
)
 
—

Proceeds from disposal of property and equipment
782,432

 
3,399,705

Business combination cash acquired (Note 3)
2,671,558

 
—

Net cash used in investing activities
(140,827,687
)
 
(708,342
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Borrowings from lines of credit
118,850,000

 
22,776,411

Repayments of lines of credit
(24,850,000
)
 
(45,776,411
)
Repayment of Stingray acquisition long-term debt
(8,851,063
)
 
—

Net cash provided by (used in) financing activities
85,148,937

 
(23,000,000
)
Effect of foreign exchange rate on cash
81,626

 
186,967

Net decrease in cash and cash equivalents
(14,960,290
)
 
(380,758
)
Cash and cash equivalents at beginning of period
29,238,618

 
4,038,899

Cash and cash equivalents at end of period
$
14,278,328

 
$
3,658,141

 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
Cash paid for interest
$
2,300,250

 
$
2,972,072

Cash paid for income taxes
$
840,421

 
$
2,755,562

Supplemental disclosure of non-cash transactions:
 
 
 
Purchases of property and equipment included in trade accounts payable
$
13,647,557

 
$
1,832,892

Acquisition of Sturgeon, Stingray Cementing LLC and Stingray Energy Services LLC (Note 3)
$
23,090,580

 
$
—

(a) Financial information includes the financial position and results attributable to Sturgeon for the entire period presented. See Note 3.
(b) Financial information has been recast to include the financial position and results attributable to Sturgeon. See Note 3.



The accompanying notes are an integral part of these condensed consolidated financial statements.

4
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.
Organization and Basis of Presentation
The accompanying unaudited condensed consolidated interim financial statements were prepared in accordance with the rules and regulations of the Securities and Exchange Commission, and reflect 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. These condensed consolidated interim 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 2016 annual consolidated financial statements of Mammoth Energy Services, Inc. (the "Company," "Mammoth Inc." or "Mammoth" ) in the Company's Annual Report on Form 10-K filed on February 24, 2017.

Mammoth, together with its subsidiaries, is an integrated, growth-oriented energy services company serving companies engaged in the exploration and development of North American onshore unconventional oil and natural gas reserves and energy infrastructure. The Company was incorporated in Delaware in June 2016 as a wholly-owned subsidiary of Mammoth Energy Partners LP, a Delaware limited partnership (the "Partnership" or the "Predecessor"). The Partnership was originally formed by Wexford Capital LP (“Wexford”) in February 2014 as a holding company under the name Redback Inc. and was converted to a Delaware limited partnership in August 2014. On November 24, 2014, Gulfport Energy Corporation (“Gulfport”), Rhino Resource Partners LP (“Rhino”) and Mammoth Energy Holdings LLC (“Mammoth Holdings”), an entity controlled by Wexford, contributed their interest in certain of the entities presented below to the Partnership in exchange for 20 million limited partner units. Mammoth Energy Partners GP, LLC (the “General Partner”) held a non-economic general partner interest.

The following companies (the "Operating Entities”) are included in these condensed consolidated financial statements: Bison Drilling and Field Services, LLC (“Bison Drilling”), formed November 15, 2010; Bison Trucking LLC (“Bison Trucking”), formed August 9, 2013; White Wing Tubular Services LLC (“White Wing”), formed July 29, 2014; Barracuda Logistics LLC (“Barracuda”), formed October 24, 2014; Mr. Inspections LLC (“MRI”), formed January 25, 2015; Panther Drilling Systems LLC (“Panther”), formed December 11, 2012; Redback Energy Services, LLC (“Energy Services”), formed October 6, 2011; Redback Coil Tubing, LLC (“Coil Tubing”), formed May 15, 2012; Redback Pump Down Services LLC (“Pump Down”), formed January 16, 2015; Muskie Proppant LLC (“Muskie”), formed September 14, 2011; Stingray Pressure Pumping LLC (“Pressure Pumping”), formed March 20, 2012; Stingray Logistics LLC (“Logistics”), formed November 19, 2012; and Great White Sand Tiger Lodging Ltd. (“Lodging”), formed October 1, 2007, Silverback Energy Services LLC ("Silverback"), formed June 8, 2016; Mammoth Equipment Leasing LLC, formed on November 14, 2016; Cobra Acquisitions LLC ("Cobra Acquisitions"), formed January 9, 2017; Cobra Energy LLC ("Cobra"), formed January 24, 2017; Piranha Proppant LLC ("Piranha"), formed March 28, 2017; Mako Acquisitions LLC, (“Mako”) formed on March 28, 2017; Higher Power Electrical LLC ("Higher Power"), acquired April 21, 2017; Stingray Energy Services LLC ("SR Energy"), acquired June 5, 2017; Stingray Cementing LLC ("Cementing"), acquired June 5, 2017; Sturgeon Acquisitions LLC (“Sturgeon”), acquired June 5, 2017; Taylor Frac, LLC (“Taylor Frac”), acquired June 5, 2017; Taylor Real Estate Investments, LLC (“Taylor RE”), acquired June 5, 2017; South River Road, LLC (“South River”), acquired June 5, 2017; and 5 Star Electric, LLC ("5 Star"), acquired July 1, 2017.

The contribution to the Partnership on November 24, 2014 of all Operating Entities, except Pressure Pumping, Logistics and entities created or acquired after the date of such contribution to the Partnership, was treated as a combination of entities under common control. On November 24, 2014, the Partnership also acquired Pressure Pumping and Logistics (collectively, the “Stingray Entities”) in exchange for 10 million limited partner units. Prior to the contribution, the Partnership did not conduct any material business operations other than certain activities related to the preparation of the registration statement for a proposed initial public offering.

On October 12, 2016, the Partnership was converted into a Delaware limited liability company named Mammoth Energy Partners LLC (“Mammoth LLC”), and then Mammoth Holdings, Gulfport and Rhino, as all the members of Mammoth LLC, contributed their member interests in Mammoth LLC to Mammoth Inc. Prior to the conversion and the contribution, Mammoth Inc. was a wholly-owned subsidiary of the Partnership. Following the conversion and the contribution, Mammoth LLC (as the converted successor to the Partnership) was a wholly-owned subsidiary of Mammoth Inc. Mammoth Inc. did not conduct any material business operations until Mammoth LLC was contributed to it. On October 19, 2016, Mammoth Inc. closed its initial public offering of  7,750,000 shares of common stock (the "IPO"), which included an aggregate of 250,000 shares that were offered by Mammoth Holdings, Gulfport and Rhino, at a price to the public of $15.00 per share.

5
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Net proceeds to Mammoth Inc. from its sale of 7,500,000 shares of common stock were approximately $103.1 million. On the closing date of the IPO, Mammoth Inc. repaid all outstanding borrowings under its revolving credit facility and the remaining net proceeds for general corporate purposes, which included the acquisition of additional equipment and complementary businesses that enhanced its existing service offerings, broadened its service offerings and expanded its customer relationships.

On March 27, 2017, the Company entered into a definitive asset purchase agreement, as amended as of May 24, 2017 (the “Purchase Agreement”), with Chieftain Sand and Proppant, LLC and Chieftain Sand and Proppant Barron, LLC, unrelated third party sellers (the “Chieftain Sellers”), following Mammoth’s successful bid in a bankruptcy court auction for substantially all of the assets of the Sellers (the “Chieftain Acquisition”). The Chieftain Acquisition closed on May 26, 2017 for the purchase price of $36.3 million, including closing adjustments. Mammoth funded the purchase price for the Chieftain Acquisition with cash on hand and borrowings under its revolving credit facility. Refer to Note 3 - Acquisitions for additional disclosure regarding the Chieftain Acquisition.

On June 5, 2017, the Company completed the acquisition of (1) Sturgeon, a Delaware limited liability company, which included the acquisition of Sturgeon's wholly-owned subsidiaries Taylor Frac, a Wisconsin limited liability company, Taylor RE, a Wisconsin limited liability company, and South River, a Wisconsin limited liability company, (2) SR Energy, a Delaware limited liability company; and (3) Cementing, a Delaware limited liability company (together with SR Energy, the “Stingray Acquisition”) in exchange for the issuance by Mammoth of an aggregate of 7,000,000 shares of its common stock.

Prior to its acquisition of Sturgeon, the Company and Sturgeon were under common control and it is required under accounting principles generally accepted in the Unites States of America ("GAAP") to account for this common control acquisition in a manner similar to the pooling of interest method of accounting. Therefore, the Company's historical financial information for all periods included in the accompanying financial statements has been recast to combine Sturgeon LLC with the Company as if the acquisition had been effective since the date Sturgeon commenced operations. Refer to Note 3 - Acquisitions for additional disclosure regarding the acquisition of Sturgeon LLC.

At September 30, 2017 and December 31, 2016, Mammoth Holdings, or its affiliates, Gulfport and Rhino owned the following share of outstanding common stock of Mammoth Inc.:
 
 
At September 30, 2017
 
At December 31, 2016
 
 
Share Count
 
% Ownership
 
Share Count
 
% Ownership
Mammoth Holdings
 
25,009,319

 
56.2
%
 
20,443,903

 
54.5
%
Gulfport
 
11,171,887

 
25.1
%
 
9,073,750

 
24.2
%
Rhino
 
568,794

 
1.3
%
 
232,347

 
0.6
%
Outstanding shares owned by related parties
 
36,750,000

 
82.6
%
 
29,750,000

 
79.3
%
Total outstanding
 
44,502,223

 
100.0
%
 
37,500,000

 
100.0
%

Operations

The Company's pressure pumping services include equipment and personnel used in connection with the completion and early production of oil and natural gas wells, well services include coil tubing units used to enhance the flow of oil or natural gas and 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 contract land and directional drilling services provides drilling rigs and directional tools for both vertical and horizontal drilling of oil and natural gas wells. The Company also provides other energy services, which have historically consisted of remote accommodations for people working in the oil sands located in Northern Alberta, Canada, but now include energy infrastructure services.

All of the Company’s operations are in North America. The Company operates in the Permian Basin, the Utica Shale, the Eagle Ford Shale, the Marcellus Shale, the Granite Wash, the Cana-Woodford Shale, the Cleveland Sand and the oil sands located in Northern Alberta, Canada. The Company's 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

6
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

entire health of the oil and natural gas industry. Changes in the commodity prices for oil and natural gas could have a material effect on the Company’s results of operations and financial condition.

2.
Summary of Significant Accounting Policies

(a) Principles of Consolidation
The condensed consolidated financial statements are prepared in accordance with GAAP. All material intercompany accounts and transactions between the entities within the Company have been eliminated.

(b) Use of Estimates     
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include but are not limited to the Company's sand reserves and their impact on calculating the depletion expense, the allowance for doubtful accounts, asset retirement obligation, reserves for self-insurance, depreciation and amortization of property and equipment, business combination valuations, amortization of intangible assets, and future cash flows and fair values used to assess recoverability and impairment of long-lived assets, including goodwill.

(c) Cash and Cash Equivalents
All highly liquid investments with an original maturity of three months or less are considered cash equivalents. The Company maintains its cash accounts in financial institutions that are insured by the Federal Deposit Insurance Corporation, with the exception of cash held by Lodging in a Canadian financial institution. At September 30, 2017, the Company had $3.0 million, in Canadian dollars, of cash in Canadian accounts. Cash balances from time to time may exceed the insured amounts; however the Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risks on such accounts.
 
(d) Accounts Receivable
Accounts receivable include amounts due from customers for services performed and are recorded as the work progresses. The Company grants credit to customers in the ordinary course of business and generally does not require collateral. Most areas 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.

The Company regularly reviews receivables and provides for estimated losses through an allowance for doubtful accounts. 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 conditions of customers change, circumstances develop, or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. In the event the Company was to determine 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. Uncollectible accounts receivable are periodically charged against the allowance for doubtful accounts once final determination is made of their uncollectability.

Following is a roll forward of the allowance for doubtful accounts for the year ended December 31, 2016 and the nine months ended September 30, 2017:

Balance, January 1, 2016
 
$
4,011,882

Additions charged to expense
 
1,968,001

Deductions for uncollectible receivables written off
 
(602,967
)
Balance, December 31, 2016
 
5,376,916

Additions charged to expense
 
117,426

Additions other
 
178,871

Balance, September 30, 2017
 
$
5,673,213



7
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As discussed in Note 1, prolonged declines in pricing can impact the overall health of the oil and natural gas industry. The year ended December 31, 2016 contained such pricing conditions which may lead to enhanced risk of uncollectiblity on certain receivables. As such, the Company monitored its previously established reserves and adjusted upward. The Company will continue to pursue collection until such time as final determination is made consistent with Company policy.

(e) Inventory
Inventory consists 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 market (net realizable value) on an average cost basis. The Company assesses the valuation of its inventories based upon specific usage and future utility.

Inventory manufactured at the Company’s sand production facilities includes direct excavation costs, processing costs and overhead allocation. Stockpile tonnages are calculated by measuring the number of tons added and removed from the stockpile. Tonnages are verified periodically by an independent surveyor. Costs are calculated on a per ton basis and are applied to the stockpiles based on the number of tons in the stockpile. Inventory transported for sale at the Company’s terminal facility includes the cost of purchased or manufactured sand, plus transportation related charges.

Coil tubing strings of various widths, diameters and lengths are included in inventory. The strings are used in providing specialized services to customers who are primarily operators of oil or gas wells and are used at various rates based on factors such as well conditions (i.e. pressure and friction), vertical and horizontal length of the well, running speed of the string in the well, and total running feet accumulated to the string. The Company obtains usage information from data acquisition software and other established assessment methods and attempts to amortize the strings over their estimated useful life. In no event will a string be amortized over a period longer than 12 months. Amortization of coil strings is included in services cost of revenue in the Condensed Consolidated Statements of Comprehensive Loss and totaled $2,144,231 and $1,386,856 for the nine months ended September 30, 2017 and 2016, respectively.

(f) Prepaid Expenses
Prepaid expenses primarily consist of insurance costs. Insurance costs are expensed over the periods that these costs benefit.

(g) Property and Equipment
Property and equipment, including renewals and betterments, are capitalized and stated at cost, while maintenance and repairs that do not increase the capacity, improve the efficiency or safety, or improve or extend the useful life are charged to operations as incurred. Disposals are removed at cost, less accumulated depreciation, and any resulting gain or loss is recorded in other, net. Depreciation is calculated using the straight-line method over the shorter of the estimated useful life, or the remaining lease term, as applicable. Depreciation does not begin until property and equipment is placed in service. Once placed in service, depreciation on property and equipment continues while being repaired, refurbished, or between periods of deployment. Sand reserves are depleted using the units-of-production method over the estimated sand reserves. 

(h) Sand reserves
Sand reserve costs include engineering, mineralogical studies and other related costs to develop the mine, the removal of overburden to initially expose the mineral and building access ways. Exploration costs are expensed as incurred and classified as product cost of revenue. Capitalization of mine development project costs begins once the deposit is classified as proven and probable reserves. Drilling and related costs are capitalized for deposits where proven and probable reserves exist and the activities are directed at obtaining additional information on the deposit or converting non-reserve minerals to proven and probable reserves and the benefit is to be realized over a period greater than one year. Mining property and development costs are amortized using the units-of-production method on estimated measured tons in in-place reserves. The impact of revisions to reserve estimates is recognized on a prospective basis.

(i) Long-Lived Assets
The Company reviews long-lived assets for recoverability in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standard Codification (“ASC”) Topic 360, Impairment or Disposal of Long-Lived Assets, which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. These evaluations for impairment are significantly impacted by estimates of revenues, costs and expenses, and other factors. If

8
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

long-lived assets are considered to be impaired, the impairment to be recognized is measured by the amount in which the carrying amount of the assets exceeds the fair value of the assets. For the nine months ended September 30, 2017 and 2016, the Company recognized an impairment loss of $0 and $1,870,885, respectively, on various fixed assets included in property, plant and equipment, net in the Condensed Consolidated Balance Sheets.

(j) Goodwill
Goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. The impairment test is a two-step process. First, the fair value of each reporting unit is compared to its carrying value to determine whether an indication of impairment exists. If impairment is indicated, then the implied value of the reporting unit’s goodwill is determined by allocating the unit’s fair value to its assets and liabilities as if the reporting unit had been acquired in a business combination. The fair value of the reporting unit is determined using the discounted cash flow approach, excluding interest. The impairment for goodwill is measured as the excess of its carrying value over its implied value. Goodwill was tested for impairment as of December 31, 2016. For the nine months ended September 30, 2017 and 2016, no impairment losses were recognized.

(k) Other Non-Current Assets
Other non-current assets primarily consist of deferred financing costs on the credit facility (See Note 8) and sales tax receivables.

(l) Asset Retirement Obligation
Mine reclamation costs, future remediation costs for inactive mines or other contractual site remediation costs are accrued based on management’s best estimate at the end of each period of the costs expected to be incurred at a site. Such cost estimates include, where applicable, ongoing care, maintenance and monitoring costs. Changes in estimates at inactive mines are reflected in earnings in the period an estimate is revised. The nine months ended September 30, 2017 included recognition of $1,732,081 in asset retirement obligations as a result of the Chieftain acquisition (Note 3).

(m) Business Combinations
The Company accounts for its business acquisitions under the acquisition method of accounting as indicated in FASB ASC No. 805, “Business Combinations”, which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed and any noncontrolling interest in the acquiree and establishes the acquisition date as the fair value measurement point. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and noncontrolling interest in the acquiree, based on fair value estimates as of the date of acquisition. In accordance with FASB ASC No. 805, the Company recognizes and measures goodwill, if any, as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired.

When the Company acquires a business from an entity under common control, whereby the companies are ultimately controlled by the same party or parties both before and after the transaction, it is treated for accounting purposes in a manner similar to the pooling of interest method of accounting. The assets and liabilities are recorded at the transferring entity’s historical cost instead of reflecting the fair market value of assets and liabilities.

(n) Amortizable Intangible Assets
Intangible assets subject to amortization include customer relationships and trade names. Customer relationships are amortized based on an estimated attrition factor and trade names are amortized over their estimated useful lives. For the nine months ended September 30, 2017 and 2016, no impairment losses were recognized.

(o) Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents, trade receivables, long-term debt, trade payables and amounts receivable or payable to related parties. The carrying amount of cash and cash equivalents, trade receivables, trade payables and receivables from related parties approximates fair value because of the short-term nature of the instruments. The fair value of long-term debt approximates its carrying value because the cost of borrowing fluctuates based upon market conditions.

(p) Revenue Recognition
The Company generates revenue from multiple sources within its operating segments. In all cases, revenue is recognized when services are performed, collection of the receivable is probable, persuasive evidence of an arrangement exists, and the price is fixed and determinable. Services are sold without warranty or right of return. Taxes assessed on revenue transactions are presented on a net basis and are not included in revenue.

9
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Pressure pumping 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, and revenue is recognized as the work progresses. Jobs for these services are typically short-term in nature and range from a few hours to multiple days. Revenue is recognized upon the completion of each day’s work based upon a completed field ticket, which includes the charges for the services performed, mobilization of the equipment to the location, and personnel. Additional revenue is generated through labor charges and the sale of consumable supplies that are incidental to the service being performed. The labor charges and the use of consumable supplies are reflected on the completed field tickets.

Natural sand proppant revenues are recognized when legal title passes to the customer, which may occur at the production facility, rail origin or at the destination terminal. At that point, delivery has occurred, evidence of a contractual arrangement exists, the price is fixed and determinable, and collectability is reasonably assured. Amounts received from customers in advance of sand deliveries are recorded as deferred revenue. Customers have the ability to make up contractual short falls by achieving higher-than-contracted volumes over the shortfall window. Contractual shortfall revenue is deemed not probable until the end of the measurement period.

Well 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, and revenue is recognized as the work progresses. Jobs for these services are typically short-term in nature and range from a few hours to multiple days. Our equipment rental services are recognized upon completion of each day's work based on a completed field ticket. 

Contract drilling services are provided under daywork or footage contracts, and revenue is recognized as the work progresses based on the days completed or the feet drilled, as applicable. Mobilization revenue and costs for daywork and footage contracts are recognized over the days of actual drilling.

Directional drilling services are provided on a day rate or hourly basis, and revenue is recognized as work progresses. Proceeds from customers for the cost of equipment that is damaged or lost down-hole are reflected as service revenues as this is deemed to be perfunctory or inconsequential to the underlying service being performed.

Revenue from remote accommodation services is recognized when rooms are occupied and services have been rendered. Advance deposits on rooms and special events are deferred until services are provided to the customer. For the nine months ended September 30, 2017, the Company recognized and collected $918,963 in business interruption insurance proceeds which is included in service revenue in the accompanying Condensed Consolidated Statements of Comprehensive Loss. The proceeds resulted from loss of revenue relating to wildfires that forced evacuation of personnel.

Revenue from energy infrastructure services, a component of the Company's other energy services segment, is recognized as the work progresses based on the days completed or as the contract is completed. These services may be 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), and the final terms and prices of these contracts are frequently negotiated with the customer. Under unit-based contracts, the utilization of an output-based measurement is appropriate for revenue recognition. Under our cost-plus/hourly and time and materials type contracts, the Company recognizes revenue on an input basis, as labor hours are incurred and services are performed.

The timing of revenue recognition may differ from contract billing or payment schedules, resulting in revenues that have been earned but not billed (“unbilled revenue”). The Company had $7,435,694 and $2,744,986 of unbilled revenue included in accounts receivable, net in the Condensed Consolidated Balance Sheets at September 30, 2017 and December 31, 2016, respectively. The Company had $14,777,586 and $10,505,240 of unbilled revenue included in receivables from related parties in the Condensed Consolidated Balance Sheets at September 30, 2017 and December 31, 2016, respectively.

(q) Earnings per Share
Earnings per share is computed by dividing net loss by the weighted average number of outstanding shares. See Note 10.

(r) Unaudited Pro Forma Loss per Share
The Company’s pro forma basic loss per share amounts have been computed based on the weighted-average number of shares of common stock outstanding for the period, as if the common stock issued in the October 12, 2016 contribution and the IPO was outstanding for the nine months ended September 30, 2016. Diluted earnings per share reflects the

10
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

potential dilution, using the treasury stock method. During periods in which the Company realizes a net loss, restricted stock awards would be anti-dilutive to net loss per share and conversion into common stock is assumed not to occur. See Note 10.

(s) Equity-based Compensation
The Company records equity-based payments at fair value on the date of grant, and expenses the value of these equity-based payments in compensation expense over the applicable vesting periods. See Note 11.

(t) Stock-based Compensation
The Company's stock-based compensation program consists of restricted stock units granted to employees and restricted stock units granted to non-employee directors under the Mammoth Energy Services, Inc. 2016 Incentive Plan (the "2016 Plan"). The Company recognizes in its financial statements the cost of employee services received in exchange for restricted stock based on the fair value of the equity instruments as of the grant date. In general, this value is amortized over the vesting period; for grants with a non-substantive service condition, this value is recognized immediately. Amounts are recognized in selling, general and administrative expenses. See Note 12. 

(u) Income Taxes
On October 12, 2016, immediately prior to the IPO of Mammoth Inc., the Partnership converted into Mammoth LLC a limited liability company. All equity interests in Mammoth LLC were contributed to Mammoth Inc. and Mammoth LLC became a wholly owned subsidiary of Mammoth Inc. Mammoth Inc. is a C corporation under the Internal Revenue Code and is subject to income tax. Historically, each of Mammoth LLC and the Operating Entities other than Lodging were treated as a partnership for federal income tax purposes. As a result, essentially all taxable earnings and losses were passed through to its members, and Mammoth LLC did not pay any federal income taxes at the entity level. Mammoth Inc. owns the member interests in several single member limited liability companies. These LLCs are subject to taxation in Texas where the Company does business; therefore, the Company may provide for income taxes attributable to that state on a current basis. The income tax provision for the period before the IPO has been prepared on a separate return basis for Mammoth LLC and all of its subsidiaries that were treated as a partnership for federal income tax purposes.

Subsequent to the IPO, the Company's operations are included in a consolidated federal income tax return and other state returns. Accordingly, the Company has recognized deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases for all its subsidiaries as if each entity were a corporation, regardless of its actual characterization for U.S. federal income tax purposes. The Company's effective tax rate was 37.1% for the nine months ended September 30, 2017. The Company's effective tax rate can fluctuate as a result of the impact of state income taxes, permanent differences and changes in pre-tax income.

Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of deferred tax assets and liabilities as a result of a change in tax rate is recognized in the period that includes the statutory enactment date. A valuation allowance for deferred tax assets is recognized when it is more likely than not that the benefit of deferred tax assets will not be realized.

The Company has included a pro forma provision for income taxes assuming it had been taxed as a C corporation in all periods prior to the conversion and contribution as part of its earnings per share calculation in Note 10. The unaudited pro forma data are presented for informational purposes only, and do not purport to project the Company's results of operations for any future period or its financial position as of any future date.

Lodging is subject to foreign income taxes, and such taxes are provided in the financial statements pursuant to FASB ASC 740, Income Taxes.

The Company evaluates tax positions taken or expected to be taken in preparation of its tax returns and disallows the recognition of tax positions that do not meet a “more likely than not” threshold of being sustained upon examination by the taxing authorities. During the nine months ended September 30, 2017 and 2016, no uncertain tax positions existed. Penalties and interest, if any, are recognized in general and administrative expense. The Company's 2016, 2015, 2014 and 2013 income tax returns remain open to examination by the applicable taxing authorities.


11
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(v) Foreign Currency Translation
For foreign operations, assets and liabilities are translated at the period-end exchange rate, and income statement items are translated at the average exchange rate for the period. Resulting translation adjustments are recorded within accumulated other comprehensive loss. Assets and liabilities denominated in foreign currencies, if any, are re-measured at the balance sheet date. Transaction gains or losses are included as a component of current period earnings.

(w) Environmental Matters
The Company is subject to various federal, state and local laws and regulations relating to the protection of the environment. Management has established procedures for the ongoing evaluation of the Company’s operations, to identify potential environmental exposures and to comply with regulatory policies and procedures. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and do not contribute to current or future revenue generation are expensed as incurred. Liabilities are recorded when environmental costs are probable, and the costs can be reasonably estimated. The Company maintains insurance which may cover in whole or in part certain environmental expenditures. As of September 30, 2017 and December 31, 2016, there were no probable environmental matters.

(x) Comprehensive Loss
Comprehensive loss consists of net loss and other comprehensive loss. Other comprehensive income (loss) included certain changes in equity that are excluded from net loss. Specifically, cumulative foreign currency translation adjustments are included in accumulated other comprehensive loss.

(y) 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. The Company’s accounts receivable have a concentration in the oil and gas industry and the customer base consists primarily of independent oil and natural gas producers. At  September 30, 2017, one third-party customer accounted for 11% of the Company's trade accounts receivable and receivables from related parties balance combined. At September 30, 2017 and December 31, 2016, related party customers accounted for 41% and 57%, respectively, of the Company's trade accounts receivable and receivables from related parties balance combined. During the nine months ended September 30, 2017 and 2016, one related party customer accounted for 54% and 56%, respectively, of the Company's total revenue. One third-party customers accounted for greater than 10% of the Company's total revenue for nine months ended September 30, 2016, at 12%. No third-party customer accounted for greater than 10% for the nine months ended September 30, 2017.

(z) New Accounting Pronouncements
In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory,” which changes inventory measured using any method other than last-in, first-out (LIFO) or the retail inventory method (for example, inventory measured using first-in, first-out (FIFO) or average cost) at the lower of cost and net realizable value. ASU 2015-11 is effective for annual and interim reporting periods beginning after December 15, 2016, with early adoption permitted. On January 1, 2017, the Company adopted the ASU and it did not impact our condensed consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 supersedes existing revenue recognition requirements in GAAP and requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. Additionally, it requires expanded disclosures regarding the nature, amount, timing and certainty of revenue and cash flows from contracts with customers. The ASU was effective for annual and interim reporting periods beginning after December 15, 2016, using either a full or a modified retrospective application approach; however, in July 2015 the FASB decided to defer the effective date by one year (until 2018) by issuing ASU No. 2015-14, "Revenue From Contracts with Customers: Deferral of the Effective Date." The Company expects to adopt this new revenue guidance in the first quarter of 2018. The Company's review has indicated that the pressure pumping services and natural sand proppant segments contain contracts which could lead to changes in the timing of revenue recognition. Although the Company has not completed its review, the Company has made initial assessments of the impact on revenue and expenses. Based on these assessments, the Company currently does not expect a material impact to the Company’s results of operations, financial position and cash flows as a result of this guidance. The Company expects to complete its review of all remaining customer contracts and will make a final assessment in the fourth quarter of 2017. The Company's services are primarily short-term in nature, and it does not expect that the new revenue recognition standard will have a material impact on its financial statements upon adoption. The Company will

12
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

adopt the new standard utilizing the modified retrospective method that will result in a cumulative effect adjustment as of January 1, 2018.

In February 2016, the FASB issued ASU No, 2016-2 “Leases” amending the current accounting for leases. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less.  All other leases will fall into one of two categories: (i) a financing lease or (ii) an operating lease. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, a sale will only be recognized if the criteria in the new revenue recognition standard are met. ASU 2016-2 is effective for fiscal years beginning after December 15, 2018, and interim periods within that fiscal year. Early adoption is permitted. Since a portion of the Company’s revenue may be subject to this new leasing guidance, it is evaluating the possibility of adopting this updated leasing guidance at the same time its adopts the new revenue guidance discussed above, utilizing the retrospective method of adoption. This new leasing guidance will also impact the Company in situations where it is the lessee, and in certain circumstances it will have a right-of-use asset and lease liability on its consolidated financial statements. The Company is currently evaluating the effect the new guidance will have on the Company's consolidated financial statements and results of operations.

3.
Acquisitions

(a) Description of Stingray Acquisition

On March 20, 2017, and as amended on May 12, 2017, the Company entered into two definitive contribution agreements, one such agreement with MEH Sub LLC (“MEH Sub”), Wexford Offshore Stingray Energy Corp., Gulfport and Mammoth LLC and the other with MEH Sub, Wexford Offshore Stingray Pressure Pumping Corp., Gulfport and Mammoth LLC (collectively, the “Stingray Contribution Agreements”). Under the Stingray Contribution Agreements, the Company agreed to acquire all outstanding membership interests, through its wholly-owned subsidiary Mammoth LLC, in Cementing and SR Energy (the "2017 Stingray Acquisition"). Cementing and SR Energy are included in the Company's well services segment. The addition of their water transfer, equipment rentals and cementing services further expanded and vertically integrated Mammoth’s service offerings.

The 2017 Stingray Acquisition closed on June 5, 2017. Pursuant to the Stingray Contribution Agreements, Mammoth issued 1,392,548 shares of its common stock, par value $0.01 per share, for all outstanding equity interests in SR Energy and Cementing. Based upon a closing price of Mammoth's common stock of $18.50 per share on June 5, 2017, the total purchase price was $25,762,138.

At the acquisition date, the components of the consideration transferred were as follows:
Consideration attributable to Cementing (1)
 
$
12,975,123

Consideration attributable to SR Energy (1)
 
12,787,015

Total consideration transferred
 
$
25,762,138

(1)See Summary of acquired assets and liabilities below




13
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 
 
SR Energy
Cementing
 
Total
Cash and cash equivalents
 
$
1,611,791

$
1,059,767

 
$
2,671,558

Accounts receivable, net
 
3,912,322

495,222

 
4,407,544

Receivables from related parties
 
3,683,892

1,418,616

 
5,102,508

Inventories
 
—

306,081

 
306,081

Prepaid expenses
 
35,322

31,980

 
67,302

Property, plant and equipment(1)
 
13,060,850

7,458,942

 
20,519,792

Identifiable intangible assets - customer relationships(2)
 
—

1,140,000

 
1,140,000

Identifiable intangible assets - trade names(2)
 
550,000

270,000

 
820,000

Goodwill(3)
 
3,928,508

6,263,978

 
10,192,486

Other assets
 
6,532

—

 
6,532

Total assets acquired
 
$
26,789,217

$
18,444,586

 
$
45,233,803

 
 
 
 
 
 
Accounts payable and accrued liabilities
 
$
5,889,523

$
2,063,443

 
$
7,952,966

Long-term debt (4)
 
5,073,854

2,000,000

 
7,073,854

Deferred tax liability
 
3,038,825

1,406,020

 
4,444,845

Total liabilities assumed
 
$
14,002,202

$
5,469,463

 
$
19,471,665

Net assets acquired
 
$
12,787,015

$
12,975,123

 
$
25,762,138

(1) 
Property, plant and equipment fair value measurements were prepared by utilizing a combined fair market value and cost approach. The market approach relies on comparability of assets using market data information. The cost approach places emphasis on the physical components and characteristics of the asset. It places reliance on estimated replacement cost, depreciation and economic obsolescence.
(2) 
Identifiable intangible assets were measured using a combination of income approaches. Trade names were valued using a "Relief-from-Royalty" method. Non-contractual customer relationships were valued using a "Multi-period excess earnings" method. Identifiable intangible assets will be amortized over 5-10 years.
(3) 
Goodwill was the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill recorded in connection with the acquisition is attributable to assembled workforces and future profitability based on the synergies expected to arise from the acquired entities.
(4) 
Long-term debt assumed was paid off subsequent the acquisition.
Since the acquisition date, the businesses acquired have provided the following activity:
 
 
2017
 
 
SR Energy
Cementing
Revenues
 
$
7,538,735

$
4,121,051

Net loss (a)
 
(1,284,347
)
(1,885,743
)
a.Includes $1,961,179 and $2,370,569 in depreciation and amortization for SR Energy and Cementing, respectively.
The following table presents unaudited pro forma information as if the acquisition of SR Energy and Cementing had occurred on January 1, 2016:
 
 
Nine Months Ended September 30, 2017
Year Ended December 31, 2016
Revenues
 
$
27,481,890

$
23,659,445

Net loss
 
(2,550,270
)
(8,171,257
)
The historical financial information was adjusted to give effect to the pro forma events that were directly attributable to the 2017 Stingray Acquisition. For the nine months ended September 30, 2017, there were $0.2 million transaction related costs expensed. The unaudited pro forma consolidated results are not necessarily indicative of what the consolidated results of operations actually would have been had the 2017 Stingray Acquisition been completed on January 1, 2017. In addition, the unaudited pro forma consolidated results do not purport to project the future results of operations of the Company.

14
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(b) Description of Chieftain Acquisition

On March 27, 2017, as amended as of May 24, 2017, the Company entered into a the Purchase Agreement with the Chieftain Sellers, following the Company's successful bid in a bankruptcy court auction for substantially all of the assets of the Chieftain Sellers (the "Chieftain Assets"). The Chieftain Acquisition closed on May 26, 2017. Mammoth funded the purchase price for the Chieftain Assets with cash on hand and borrowings under its revolving credit facility. The Chieftain Assets are held by the Company's wholly owned subsidiary Piranha and are included in the Company's sand segment. The Chieftain Acquisition added sand reserves, increased our production capacity and provided access to the Union Pacific railroad, which affords access to both the Mid-Continent basin in support of the Company’s pressure pumping services as well as the Permian basin.

On the acquisition date, the $36,320,187 in cash consideration consisted of the following components:
 
 
Total
Property, plant and equipment (1)
 
$
23,372,800

Sand reserves (2)
 
20,910,000

Total assets acquired
 
$
44,282,800

 
 
 
Asset retirement obligation
 
1,732,081

Total liabilities assumed
 
$
1,732,081

Total allocation of purchase price
 
$
42,550,719

Bargain purchase price (3, 4)
 
(6,230,532
)
Total purchase price
 
$
36,320,187

(1) 
Property, plant and equipment fair value measurements were prepared by utilizing a combined fair market value and cost approach. The market approach relies on comparability of assets using market data information. The cost approach places emphasis on the physical components and characteristics of the asset. It places reliance on estimated replacement cost, depreciation and economic obsolescence.
(2) 
The fair value of the sand reserves was determined based on the excess cash flow method, a form of the income approach. The method provides a value based on the estimated remaining life of sand reserves, projected financial information and industry projections.
(3) 
Amount reflected in Condensed Consolidated Statements of Comprehensive Loss reflected net of income taxes of $2,219,020.
(4) 
The fair value of the business was determined based on the excess cash flow method, a form of the income approach.
Since the acquisition date, the Chieftain Assets have provided the following activity:
 
 
2017
 
 
Piranha
Revenues
 
$
3,131,408

Net loss (a)
 
(5,354,907
)
a.Includes $1,617,531 in depreciation and amortization
The following table presents unaudited pro forma information as if the acquisition of the Chieftain Assets had occurred as of January 1, 2016:
 
 
Nine Months Ended September 30, 2017
Year Ended December 31, 2016
Revenues
 
$
4,230,359

$
7,690,032

Net (loss) income
 
(2,458,402
)
34,127,344


The Company's historical financial information was adjusted to give pro forma effect to the events that were directly attributable to the Chieftain Acquisition. For the nine months ended September 30, 2017, $0.8 million of transaction related costs was expensed.





15
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(c) Description of Sturgeon Acquisition

On March 20, 2017, and as amended on May 12, 2017, the Company entered into a definitive contribution agreement with MEH Sub, Wexford Offshore Sturgeon Corp., Gulfport, Rhino and Mammoth Energy Partners LLC (the “Sturgeon Contribution Agreement”). Under the Sturgeon Contribution Agreement, the Company agreed to acquire all outstanding membership interests, through its wholly-owned subsidiary Mammoth LLC, in Sturgeon, which owns all of the membership interests in Taylor Frac, Taylor RE and South River (collectively, the "Sturgeon subsidiaries"). The acquisition added sand reserves, increased our production capacity and provided access to the Canadian National Railway, which affords access to the Appalachian basin in support of the Company’s pressure pumping services as well as to western Canada.

The acquisition of Sturgeon closed on June 5, 2017. Pursuant to the Sturgeon Contribution Agreement, Mammoth issued 5,607,452 shares of its common stock, par value $0.01 per share, for all outstanding equity interests in Sturgeon. Based upon a closing price of Mammoth's common stock of $18.50 per share on June 5, 2017, the total purchase price was $103,737,862.

As a result of this transaction, the Company's historical financial information has been recast to combine the Condensed Consolidated Statements of Operations and the Condensed Consolidated Balance Sheets of the Company for all periods included in the accompanying financial statements with those of Sturgeon as if the combination had been in effect since Sturgeon commenced operations on September 13, 2014. Any material transactions between the Company and Sturgeon were eliminated. Sturgeon's financial results were incorporated into the Company's natural sand proppant services division.

For the nine months ended September 30, 2017, $1.3 million of transaction related costs was expensed.

The following table summarizes the carrying value of Sturgeon as of September 13, 2014, the date at which Sturgeon commenced operations with the acquisition of the Sturgeon subsidiaries:
 
 
Sturgeon
Cash and cash equivalents
 
$
705,638

Accounts receivable
 
7,587,298

Inventories
 
2,221,073

Other current assets
 
555,939

Property, plant and equipment
 
20,424,087

Sand reserves
 
57,420,000

Goodwill
 
2,683,727

Total assets acquired
 
$
91,597,762

 
 
 
Accounts payable and accrued liabilities
 
$
2,878,072

Total liabilities assumed
 
$
2,878,072

Net assets acquired
 
$
88,719,690

 
 
 
Allocation of purchase price
 
 
Carrying value of sponsor's non-controlling interest prior to Sturgeon contribution
 
$
81,738,675

Deferred tax liability assumed
 
(4,010,885
)
Members' equity conveyed
 
$
77,727,790


(d) Acquisition of Higher Power

On April 21, 2017, the Company completed its acquisition of Higher Power for total consideration of $3,250,000 in cash to the sellers plus up to $750,000 in contingent consideration to be paid in equal annual installments over the next three years subject to contractual conditions. As of September 30, 2017, $250,000 and $500,000 of the contingent consideration are reflected in the accrued expenses and other current liabilities and other liabilities, respectively. Mammoth funded the

16
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

purchase price for Higher Power with cash on hand and borrowings under its credit facility. The acquisition of Higher Power added an energy infrastructure component to the Company's other energy services segment, helping to diversify its service offerings.

For the nine months ended September 30, 2017, there was $0.1 million of transaction related costs expensed.

The following table summarizes the fair value of Higher Power as of April 21, 2017:
 
 
Higher Power
Property, plant and equipment
 
$
1,743,600

Identifiable intangible assets - customer relationships
 
1,613,000

Goodwill (1)
 
643,400

Total assets acquired
 
$
4,000,000

 
 
 
Long-term debt and other liabilities
 
$
750,000

Total liabilities assumed
 
$
750,000

Net assets acquired
 
$
3,250,000

(1) 
Goodwill was the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill recorded in connection with the acquisition is attributable to assembled workforces and future profitability expected to arise from the acquired entity.
From its acquisition date through September 30, 2017, Higher Power has provided the following activity:
 
 
2017
 
 
Higher Power
Revenues
 
$
8,846,930

Net loss (a)
 
(112,367
)
a.Includes $1,052,020 in depreciation and amortization
The following table presents unaudited pro forma information as if the acquisition of Higher Power had occurred as of January 1, 2016:
 
 
Nine Months Ended September 30, 2017
Year Ended December 31, 2016
Revenues
 
$
11,618,913

$
10,038,825

Net loss
 
(236,055
)
(1,189,496
)

(e) Acquisition of 5 Star

On July 1, 2017, the Company completed its acquisition of 5 Star for total consideration of $2,438,000 in cash to the sellers. Mammoth funded the purchase price for 5 Star with cash on hand and borrowings under its credit facility. The acquisition of 5 Star added to the infrastructure component of the Company's other energy services segment.

For the nine months ended September 30, 2017, there was $0.1 million of transaction related costs expensed.

The following table summarizes the fair value of 5 Star as of July 1, 2017:

17
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 
 
5 Star
Accounts receivable
 
$
2,440,440

Property, plant and equipment
 
1,862,500

Identifiable intangible assets - trade names (1)
 
300,000

Goodwill (2)
 
248,058

Total assets acquired
 
$
4,850,998

 
 
 
Long-term debt and other liabilities
 
$
2,412,998

Total liabilities assumed
 
$
2,412,998

Net assets acquired
 
$
2,438,000

(1) 
Identifiable intangible assets were measured using a combination of income approaches. Trade names were valued using a "Relief-from-Royalty" method. Non-contractual customer relationships were valued using a "Multi-period excess earnings" method. Identifiable intangible assets will be amortized over 5-10 years.
(2) 
Goodwill was the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill recorded in connection with the acquisition is attributable to assembled workforces and future profitability expected to arise from the acquired entity.
From its acquisition date through September 30, 2017, 5 Star has provided the following activity:
 
 
2017
 
 
5 Star
Revenues
 
$
6,348,734

Net income (a)
 
776,182

a.Includes $327,351 in depreciation and amortization
The following table presents unaudited pro forma information as if the acquisition of 5 Star had occurred as of January 1, 2016:
 
 
Nine Months Ended September 30, 2017
Year Ended December 31, 2016
Revenues
 
$
12,680,853

$
13,970,985

Net income (loss)
 
494,612

(839,125
)

4.
Inventories
A summary of the Company's inventories is shown below:
 
 
September 30,
 
December 31,
 
 
2017
 
2016
Supplies
 
$
9,038,905

 
$
4,020,670

Raw materials
 
1,552,225

 
75,971

Work in process
 
289,104

 
205,450

Finished goods
 
1,283,991

 
1,822,110

Total inventory
 
$
12,164,225

 
$
6,124,201



18
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5.
Property, Plant and Equipment     
Property, plant and equipment include the following:
 
 
 
September 30,
 
December 31,
 
Useful Life
 
2017
 
2016
Land
 
 
$
11,316,910

 
$
5,040,482

Land improvements
15 years or life of lease
 
9,317,354

 
3,640,976

Buildings
15-39 years
 
58,814,815

 
54,833,021

Drilling rigs and related equipment
3-15 years
 
151,883,172

 
138,526,519

Pressure pumping equipment
3-5 years
 
174,609,203

 
96,500,592

Coil tubing equipment
4-10 years
 
28,006,153

 
28,019,217

Rail improvements
10-20 years
 
5,962,779

 
4,276,928

Vehicles, trucks and trailers
5-10 years
 
50,263,851

 
33,140,599

Machinery and equipment
7-20 years
 
52,866,319

 
35,548,357

Other property and equipment
3-12 years
 
14,208,936

 
11,461,839

 
 
 
557,249,492

 
410,988,530

Deposits on equipment and equipment in process of assembly
 
 
22,225,520

 
9,427,307

 
 
 
579,475,012

 
420,415,837

Less: accumulated depreciation
 
 
232,157,296

 
178,296,174

Property, plant and equipment, net
 
 
$
347,317,716

 
$
242,119,663


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 statement of cash flows. For the nine months ended September 30, 2017, proceeds from the sale of equipment damaged or lost down-hole were $347,844 and gain on sales of equipment damaged or lost down-hole was $221,779. There were no proceeds from the sale of equipment damaged or lost down-hole for the nine months ended September 30, 2016.

A summary of depreciation, depletion, accretion and amortization expense is outlined below:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2017
 
2016
 
2017
 
2016
Depreciation expense
 
$
24,104,784

 
$
15,223,767

 
$
56,301,053

 
$
47,030,398

Accretion expense (see Note 2)
 
24,825

 
165

 
39,234

 
494

Depletion expense (see Note 2)
 
682,367

 
431,706

 
1,066,839

 
650,933

Amortization expense (see Note 6)
 
2,411,757

 
2,265,833

 
6,947,257

 
6,801,333

Depreciation, depletion, accretion and amortization
 
$
27,223,733

 
$
17,921,471

 
$
64,354,383

 
$
54,483,158


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.

19
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6.
Goodwill and Intangible Assets
The Company had the following definite lived intangible assets recorded:
 
 
September 30,
 
December 31,
 
 
2017
 
2016
Customer relationships
 
$
35,798,000

 
$
33,605,000

Trade names
 
8,790,000

 
7,110,000

Less: accumulated amortization - customer relationships
 
24,027,625

 
17,655,228

Less: accumulated amortization - trade names
 
2,067,803

 
1,492,943

Intangible assets, net
 
$
18,492,572

 
$
21,566,829


Amortization expense for intangible assets was $6,947,257 and $6,801,333 for the nine months ended September 30, 2017 and 2016, respectively. The original life of customer relationships range from 4 to 10 years with a remaining average useful life of 4.57 years. Trade names are amortized over a 10 year useful life and as of September 30, 2017 the remaining useful life was 9.04 years.

Aggregated expected amortization expense for the future periods is expected to be as follows:
Year ended December 31:
 
Amount
Remainder of 2017
 
$
2,357,126

2018
 
8,581,505

2019
 
1,096,004

2020
 
1,096,004

2021
 
1,090,252

Thereafter
 
4,271,681

 
 
$
18,492,572


Goodwill was $99,810,819 and $88,726,875 at September 30, 2017 and December 31, 2016, respectively. Changes in the goodwill for the year ended December 31, 2016 and the nine months ended September 30, 2017 are set forth below:
Balance, January 1, 2016
 
$
88,726,875

Additions
 
—

Balance, December 31, 2016
 
88,726,875

Additions - 2017 Stingray Acquisition (Note 3)
 
10,192,486

Additions - Higher Power Acquisition (Note 3)
 
643,400

Additions - 5 Star Acquisition (Note 3)
 
248,058

Balance, September 30, 2017
 
$
99,810,819












20
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7.
Accrued Expenses and Other Current Liabilities
Accrued expense and other current liabilities included the following:
 
 
September 30,
 
December 31,
 
 
2017
 
2016
Accrued compensation, benefits and related taxes
 
$
7,257,925

 
$
2,432,093

Financed insurance premiums
 
—

 
3,293,859

State & local taxes payable
 
1,519,073

 
319,597

Insurance reserves
 
2,270,444

 
971,351

Deferred revenue
 
6,051,796

 
—

Other
 
4,457,304

 
1,529,298

Total
 
$
21,556,542

 
$
8,546,198


Financed insurance premiums are due in monthly installments, bear interest at rates ranging from 1.79% to 5.00%, are unsecured, and mature within the twelve month period following the close of the year.
8.
Debt
Mammoth Credit Facility

On November 25, 2014, Mammoth entered into a revolving credit and security agreement with a syndicate of banks that provides for maximum borrowings of $170 million. The facility, as amended in connection with the IPO, matures on November 25, 2019. Borrowings under this facility are secured by the assets of Mammoth, inclusive of the subsidiary companies. The maximum availability of the facility is subject to a borrowing base calculation prepared monthly. Concurrent with the execution of the facility, the initial advance was used to repay all the debt of the Company then outstanding. Interest is payable monthly at a base rate set by the lead institution’s commercial lending group plus an applicable margin. Additionally, at the Company's request, outstanding balances are permitted to be converted to LIBOR rate plus applicable margin tranches at set increments of $500,000. The LIBOR rate option allows the Company to select interest periods from one, two, three or six months. The applicable margin for either the base rate or the LIBOR rate option can vary from 1.5% to 3.0%, based upon a calculation of the excess availability of the line as a percentage of the maximum credit limit. The deferred loan costs associated with this facility are classified in other non-current assets.

At September 30, 2017, all of the $94,000,000 outstanding balance of the facility was in a one month LIBOR rate option tranche with an interest rate of 3.99%. As of September 30, 2017, Mammoth had availability of $69,779,297, which is net of letters of credit of $5,454,187.

As of December 31, 2016, the facility was undrawn and had borrowing base availability of $146,181,002.

The Mammoth facility also contains various customary affirmative and restrictive covenants. Among the various covenants are specifically identified financial covenants placing requirements of a minimum interest coverage ratio (3.0 to 1.0), maximum leverage ratio (4.0 to 1.0), and minimum availability ($10 million). As of September 30, 2017 and December 31, 2016, the Company was in compliance with its covenants under the facility.

9.
Income Taxes
As discussed in Note 1, the Partnership was converted into a limited liability company on October 12, 2016 and the membership interests in the limited liability company were contributed to the Company. As a result, the Company will file a consolidated return for the period October 12, 2016 through December 31, 2016. Prior to the conversion, the Partnership, other than Lodging, was not subject to corporate income taxes.

The components of income tax (benefit) expense attributable to the Company for the nine months ended September 30, 2017 and 2016, are as follows:

21
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2017
 
2016
 
2017
 
2016
U.S. current income tax (benefit) expense
 
$
—


$
44,232

 
$
—

 
$
31,352

U.S. deferred income tax (benefit) expense
 
(1,330,254
)

19,324

 
(7,826,628
)
 
29,110

Foreign current income tax expense
 
(100,815
)

998,663

 
505,741

 
2,652,847

Foreign deferred income tax (benefit) expense
 
18,389


(6,258
)
 
(1,935
)
 
26,387

Total
 
$
(1,412,680
)
 
$
1,055,961

 
$
(7,322,822
)
 
$
2,739,696


A reconciliation of the statutory federal income tax amount to the recorded expense is as follows:
 
 
Nine Months Ended September 30,
 
 
2017
 
2016
Loss before income taxes, as reported
 
$
(14,274,443
)
 
$
(32,007,236
)
Bargain purchase gain, net of tax
 
(4,011,512
)
 
—

Loss before income taxes, as taxed
 
(18,285,955
)
 
(32,007,236
)
Statutory income tax rate
 
35
%
 
35
%
Expected income tax benefit
 
(6,400,084
)
 
(11,202,533
)
Non-taxable entity
 
—

 
14,763,650

Other permanent differences
 
40,287

 
33,471

State tax benefit
 
(301,569
)
 
60,463

Foreign income tax rate differential
 
(126,630
)
 
(820,580
)
Other
 
(534,826
)
 
(94,775
)
Total
 
$
(7,322,822
)
 
$
2,739,696


Deferred tax assets and liabilities attributable to the Company consisted of the following:
 
 
September 30,
 
December 31,
 
 
2017
 
2016
Deferred tax assets:
 
 
 
 
Allowance for doubtful accounts
 
$
2,049,095

 
$
1,892,761

Net operating loss carryforward
 
4,653,055

 
—

Deferred stock compensation
 
2,894,538

 
1,686,671

Accrued liabilities
 
1,573,448

 
746,132

Other
 
3,470,006

 
1,785,999

Deferred tax assets
 
14,640,142

 
6,111,563

 
 
 
 


Deferred tax liabilities:
 
 
 
 
Property and equipment
 
$
(54,589,256
)
 
$
(42,525,793
)
Intangible assets
 
(5,995,560
)
 
(7,662,590
)
Unrepatriated foreign earnings
 
(4,948,229
)
 
(3,451,110
)
Other
 
(193,836
)
 
(142,859
)
Deferred tax liabilities
 
(65,726,881
)
 
(53,782,352
)
Net deferred tax liability
 
$
(51,086,739
)
 
$
(47,670,789
)
 
 
 
 
 
Reflected in accompanying balance sheet as:
 
 
 
 
Deferred income taxes
 
$
(51,086,739
)
 
$
(47,670,789
)

22
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10.
Earnings Per Share
Common Stock Offering

On October 14, 2016, Mammoth Inc.’s common stock began trading on The Nasdaq Global Select Market under the symbol “TUSK.” On October 19, 2016, the Company closed the IPO of 7,750,000 shares of common stock at $15.00 per share. Net proceeds to Mammoth Inc. from its sale of 7,500,000 shares of common stock were approximately $103.1 million.

The authorized capital stock of the Company consists of 200 million shares of common stock, par value $0.01 per share, and 20 million shares of preferred stock, par value $0.01 per share.

Earnings Per Share

In connection with the contribution of Operating Entities to the Partnership in November 2014, the Partnership issued an aggregate of 30,000,000 common units to Mammoth Holdings, Gulfport and Rhino. Upon the conversion of the Partnership into Mammoth LLC, a limited liability company, in October 2016, the common units were converted into an equal number of membership interests in Mammoth LLC. Finally, when Mammoth Holdings, Gulfport and Rhino contributed their 30,000,000 membership interests in Mammoth LLC to the Company in connection with the IPO, the Company issued to them an aggregate of 30,000,000 shares of the Company's common stock.
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2017
 
2016
 
2017
 
2016
Basic loss per share:
 
 
 
 
 
 
 
 
Allocation of earnings:
 
 
 
 
 
 
 
 
Net loss
 
$
(800,827
)
 
$
(2,978,626
)
 
$
(6,951,621
)
 
$
(34,746,932
)
Weighted average common shares outstanding
 
44,501,885

 
30,000,000

 
40,526,276

 
30,000,000

Basic loss per share
 
$
(0.02
)
 
$
(0.10
)
 
$
(0.17
)
 
$
(1.16
)
 
 
 
 
 
 
 
 
 
Diluted loss per share:
 
 
 
 
 
 
 
 
Allocation of earnings:
 
 
 
 
 
 
 
 
Net loss
 
$
(800,827
)
 
$
(2,978,626
)
 
$
(6,951,621
)
 
$
(34,746,932
)
Weighted average common shares, including dilutive effect (a)
 
44,501,885

 
30,000,000

 
40,526,276

 
30,000,000

Diluted loss per share
 
$
(0.02
)
 
$
(0.10
)
 
$
(0.17
)
 
$
(1.16
)
a. 
No incremental shares of potentially dilutive restricted stock awards were included for periods presented as their effect was antidulitive under the treasury stock method.

Unaudited Pro Forma Earnings Per Share

The Company’s pro forma basic and diluted earnings per share amounts have been computed based on the weighted-average number of shares of common stock outstanding for the period, as if the shares of common stock issued upon the conversion and contribution of Mammoth LLC to Mammoth Inc. were outstanding for the entire year. A reconciliation of the components of pro forma basic and diluted earnings per common share is presented in the table below:

23
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30, 2016
 
September 30, 2016
Pro Forma C Corporation Data (unaudited):
 
 
 
 
Net loss, as reported
 
$
(2,978,626
)
 
$
(34,746,932
)
Pro forma benefit for income taxes
 
(3,896,035
)
 
(9,701,517
)
Pro forma net loss
 
$
917,409

 
$
(25,045,415
)
 
 
 
 
 
Basic loss per share:
 
 
 
 
Allocation of earnings:
 
 
 
 
Net loss
 
$
917,409

 
$
(25,045,415
)
Weighted average common shares outstanding
 
43,107,452

 
43,107,452

Basic loss per share
 
$
0.02

 
$
(0.58
)
 
 
 
 
 
Diluted loss per share:
 
 
 
 
Allocation of earnings:
 
 
 
 
Net loss
 
$
917,409

 
$
(25,045,415
)
Weighted average common shares, including dilutive effect (a)
 
43,107,452

 
43,107,452

Diluted loss per share
 
$
0.02

 
$
(0.58
)
(a) 
No incremental shares of potentially dilutive restricted stock awards were included for periods presented as their effect was antidulitive under the treasury stock method.

11.
Equity Based Compensation
Upon formation of certain Operating Entities (including the acquired Stingray Entities), specified members of management (“Specified Members”) were granted the right to receive distributions from their respective Operating Entity, after the contribution member’s unreturned capital balance was recovered (referred to as “Payout” provision). Additionally, non-employee members were included in the award class (“Non-Employee Members”).

On November 24, 2014, the awards were modified in conjunction with the contribution of the Operating Entities to Mammoth. Awards are not granted in limited or general partner units. Agreements are for interest in the distributable earnings of Mammoth Holdings, Mammoth’s majority equity holder.

On the IPO closing date, Mammoth Holdings unreturned capital balance was not fully recovered from its sale of common stock in the IPO. As a result, Payout did not occur and no compensation cost was recorded. Future offerings or sales of common stock to recover outstanding unreturned capital remain not probable.

Payout is expected to occur following the sale by Mammoth Holding's of its shares of the Company's common stock, which is considered not probable until the event occurs. Therefore, for the awards that contained the Payout provision, no compensation cost was recognized as the distribution rights do not vest until Payout is reached. For the Specified Member awards, the unrecognized amount, which represents the fair value of the award as of the modification dates or grant date, was $5,618,552. For the Non-Employees Member awards, the unrecognized cost, which represents the fair value of the awards as of September 30, 2017 was $41,040,779.

12.
Stock Based Compensation

The 2016 Plan authorizes the Company's Board of Directors or the compensation committee of the Company's Board of Directors to grant restricted stock, restricted stock units, stock appreciation rights, stock options and performance awards. There are 4.5 million shares of common stock reserved for issuance under the 2016 Plan.





24
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Units

The fair value of restricted stock unit awards was determined based on the fair market value of the Company's common stock on the date of the grant. This value is amortized over the vesting period.

A summary of the status and changes of the unvested shares of restricted stock under the 2016 Plan is presented below.
 
 
Number of Unvested Restricted Shares
 
Weighted Average Grant-Date Fair Value
 
Unvested shares as of January 1, 2017
 
282,780

 
$
14.98

 
Granted
 
390,587

 
21.19

 
Vested
 
(2,233
)
 
(17.42
)
 
Forfeited
 
(8,888
)
 
(15.00
)
 
Unvested shares as of September 30, 2017
 
662,246

 
$
18.63

 

As of September 30, 2017, there was $9,294,444 of total unrecognized compensation cost related to the unvested restricted stock. The cost is expected to be recognized over a weighted average period of approximately 2.3 years.

Included in cost of revenue and selling, general and administrative expenses is stock-based compensation expense of $1,028,318 and $2,648,211 for the three and nine months ended September 30, 2017, respectively.


25
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

13.
Related Party Transactions
Transactions between the subsidiaries of the Company and the following companies are included in Related Party Transactions: Gulfport; Grizzly Oil Sands ULC (“Grizzly”); El Toro Resources LLC ("El Toro"); Diamondback E&P, LLC ("Diamondback"); Cementing and SR Energy (collectively, prior to the 2017 Stingray Acquisition, the "2017 Stingray Companies"); Everest Operations Management LLC ("Everest"); Elk City Yard LLC ("Elk City Yard"); Double Barrel Downhole Technologies LLC ("DBDHT"); Orange Leaf Holdings LLC ("Orange Leaf"); Caliber Investment Group LLC ("Caliber"); and Dunvegan North Oilfield Services ULC (“Dunvegan”).
 
 
REVENUES
 
ACCOUNTS RECEIVABLE
 
 
Three Months Ended September 30,
Nine Months Ended September 30,
 
At September 30,
At December 31,
 
 
2017
2016
2017
2016
 
2017
2016
Pressure Pumping and Gulfport
(a)
$
46,701,582

$
35,381,839

$
119,546,973

$
73,547,397

 
$
26,830,168

$
19,094,509

Muskie and Gulfport
(b)
14,055,246

6,557,237

39,200,789

17,788,581

 
9,464,076

5,373,007

Panther Drilling and Gulfport
(c)
944,177

464,850

2,937,993

1,685,872

 
1,104,331

1,434,036

Cementing and Gulfport
(d)
3,178,512

—

4,081,829

—

 
1,663,156

—

SR Energy and Gulfport
(e)
5,768,162

—

7,333,373

—

 
5,448,130

—

Lodging and Grizzly
(f)
—

4,840

525

5,412

 
—

274

Bison Drilling and El Toro
(g)
—

—

—

371,873

 
—

—

Panther Drilling and El Toro
(g)
95,700

—

95,700

171,620

 
95,700

—

Bison Trucking and El Toro
(g)
—

—

—

130,000

 
—

—

White Wing and El Toro
(g)
—

—

—

20,431

 
—

—

Energy Services and El Toro
(h)
25,872

155,855

183,617

405,047

 
—

108,386

White Wing and Diamondback
(i)
—

—

—

1,650

 
—

—

Coil Tubing and El Toro
(j)
133,305

—

133,305

318,694

 
115,631

—

Panther and DBDHT
(k)
13,444

—

27,133

—

 
25,416

100,450

The Company and 2017 Stingray Companies
(l)
—

21,015

84,722

21,015

 
—

1,363,056

Other Relationships
 
—

—

—

—

 
26,053

115,565

 
 
$
70,916,000

$
42,585,636

$
173,625,959

$
94,467,592

 
$
44,772,661

$
27,589,283

a.
Pressure Pumping provides pressure pumping, stimulation and related completion services to Gulfport.
b.
Muskie has agreed to sell and deliver, and Gulfport has agreed to purchase, specified annual and monthly amounts of natural sand proppant, subject to certain exceptions specified in the agreement, and pay certain costs and expenses.
c.
Panther Drilling performs drilling services for Gulfport pursuant to a master service agreement.
d.
Cementing performs well cementing services for Gulfport.
e.
SR Energy performs rental services for Gulfport.
f.
Lodging provides remote accommodation and food services to Grizzly, an entity owned approximately 75% by affiliates of Wexford and approximately 25% by Gulfport.
g.
The contract land and directional drilling segment provides services for El Toro, an entity controlled by Wexford, pursuant to a master service agreement.
h.
Energy Services performs completion and production services for El Toro pursuant to a master service agreement.
i.
White Wing provides rental services to Diamondback.
j.
Coil Tubing provides to El Toro services in connection with completion and drilling activities.
k.
Panther provides services and materials to DBDHT.
l.
The Company provided certain services to the 2017 Stingray Companies.

26
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 
 
COST OF REVENUE
 
ACCOUNTS PAYABLE
 
 
Three Months Ended September 30,
Nine Months Ended September 30,
 
At September 30,
At December 31,
 
 
2017
2016
2017
2016
 
2017
2016
Panther and DBDHT
(a)
$
—

$
—

$
127,778

$
48,998

 
$
—

$
—

Bison Trucking and Diamondback
(b)
—

43,598

66,522

127,556

 
—

—

Energy Services and Elk City Yard
(c)
8,899

26,700

62,299

80,100

 
—

—

Lodging and Dunvegan
(d)
—

6,121

—

8,574

 
—

3,199

Bison Trucking and El Toro
(e)
—

—

—

5,000

 
93

—

The Company and 2017 Stingray Companies
(f)
—

510,668

444,409

516,851

 
—

174,145

 
 
$
8,899

$
587,087

$
701,008

$
787,079

 
$
93

$
177,344

 
 
 
 
 
 
 
 
 
 
 
SELLING, GENERAL AND ADMINISTRATIVE COSTS
 
 
 
The Company and Everest
(g)
$
32,255

$
54,442

$
140,372

$
190,197

 
$
7,857

$
12,668

The Company and Wexford
(h)
184,622

57,046

582,916

193,303

 
158,386

13,197

Mammoth and Orange Leaf
(i)
—

19,674

45,786

73,005

 
—

—

Mammoth and Caliber
(j)
137,258

—

209,256

—

 
43,608

—

Sand Tiger and Grizzly
(k)
84

—

4,131

—

 
722

—

Lodging and Dunvegan
(d)
1,023

—

3,665

—

 
686

—

 
 
$
355,242

$
131,162

$
986,126

$
456,505

 
$
211,259

$
25,865

 
 
 
 
 
 
 
$
211,352

$
203,209

a.
Panther rents rotary steerable equipment in connection with its directional drilling services from DBDHT.
b.
Bison Trucking leased office space from Diamondback in Midland, Texas.
c.
Energy Services leases property from Elk City Yard.
d.
Dunvegan provides technical and administrative services and pays for goods and services on behalf of the Company.
e.
Bison Trucking leases space from El Toro for storage of a rig.
f.
Prior to the 2017 Stingray Acquisition, the 2017 Stingray Companies provided certain services to the Company and, from time to time, the 2017 Stingray Companies paid for goods and services on behalf of the Company.
g.
Everest has historically provided office space and certain technical, administrative and payroll services to the Company and the Company has reimbursed Everest in amounts determined by Everest based on estimates of the amount of office space provided and the amount of employees’ time spent performing services for the Company.
h.
Wexford provides certain administrative and analytical services to the Company and, from time to time, the Company pays for goods and services on behalf of Wexford.
i.
Orange Leaf leases office space to Mammoth.
j.
Caliber leases office space to Mammoth.
k.
Grizzly provides certain administrative and analytical services to the Company.

14.
Commitments and Contingencies
Lease Obligations

The Company leases real estate, rail cars and other equipment under long-term operating leases with varying terms and expiration dates through 2025.

Minimum Purchase Commitments

We have entered into agreements with sand suppliers that contain minimum purchase obligations. Our failure to purchase the minimum tonnage would require us to pay shortfall fees. However, the minimum quantities set forth in the agreements are not in excess of our currently expected future requirements.

Capital Spend Commitments

The Company has entered into agreements with suppliers to acquire capital equipment.

Aggregate future minimum payments under these obligations in effect at September 30, 2017 are as follows:

27
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31:
 
Operating Leases
 
Capital Spend Commitments
 
Minimum Purchase Commitments
Remainder of 2017
 
$
3,377,429

 
$
26,847,278

 
$
3,556,655

2018
 
13,047,020

 
—

 
10,866,000

2019
 
10,533,906

 
—

 
10,866,000

2020
 
8,085,194

 
—

 
—

2021
 
5,744,808

 
—

 
—

Thereafter
 
6,189,124

 
—

 
—

 
 
$
46,977,481

 
$
26,847,278

 
$
25,288,655


For the nine months ended September 30, 2017 and 2016, the Company recognized rent expense of $7,399,404 and $6,174,150, respectively.

The Company has various letters of credit totaling $454,560 to secure rail car lease payments. These letters of credit were issued under the Company's revolving credit agreement and are collateralized by substantially all of the assets of the Company.

The Company has insurance coverage for physical partial loss to its assets, employer’s liability, automobile liability, commercial general liability, workers’ compensation and insurance for other specific risks. The Company has also elected in some cases to accept a greater amount of risk through increased deductibles on certain insurance policies. As of September 30, 2017 and December 31, 2016, the policy requires a per deductible per occurrence of up to $250,000. The Company establishes liabilities for the unpaid deductible portion of claims incurred relating to workers’ compensation and auto liability based on estimates. As of September 30, 2017 and December 31, 2016, the policies contained an aggregate stop loss of $2,000,000. The Company also self-insures its employee health insurance. The Company has coverage on its self-insurance program in the form of a stop loss of $150,000 per participant and an aggregate stop-loss of $5,799,991 for the calendar year ending December 31, 2017. These estimates may change in the near term as actual claims continue to develop. As of September 30, 2017 and December 31, 2016, accrued insurance claims were $2,270,444 and $971,351, respectively. In connection with the insurance programs, letters of credit of $1,636,000 and $1,285,000 as of September 30, 2017 and December 31, 2016, respectively, have been issued supporting the retained risk exposure. As of September 30, 2017, in connection with environmental remediation programs, letters of credit of $3,363,627 have been issued supporting the retained risk exposure. As of both September 30, 2017 and December 31, 2016, these letters of credit were collateralized by substantially all of the assets of the Company.

The Company is routinely involved in state and local tax audits. During the year ended December 31, 2016, the State of Ohio assessed taxes on the purchase of equipment the Company believes is exempt under state law. The Company has appealed the assessment and a hearing was scheduled for November 30, 2016. In November 2016, the State of Ohio deferred the hearing until 2017. While the Company is not able to predict the outcome of the appeal, this matter is not expected to have a material adverse effect on the financial position or results of operations of the Company.

On June 3, 2015, a putative class and collective action lawsuit alleging that Pressure Pumping failed to pay a class of workers overtime in compliance with the Fair Labor Standards Act and Ohio law was filed titled William Crigler, et al v. Stingray Pressure Pumping, LLC in the U.S. District Court Southern District of Ohio Eastern Division. The parties have reached a settlement of this matter which received final approval from the court in August 2017. This settlement is expected to be payable in 2017. This settlement will not have a material impact on the Company’s financial position, results of operations or cash flows.

On December 2, 2015, a putative class and collective action lawsuit alleging that Bison Drilling failed to pay a class of workers overtime in compliance with the Fair Labor Standards Act and Texas law was filed titled John Talamantez, individually and on behalf of all others similarly situated v. Bison Drilling and Field Services, LLC in the U.S. District Court Western District of Texas Midland/Odessa Division. The Company is evaluating the background facts and at this time is not able to predict the outcome of this lawsuit or whether it will have a material impact on the Company’s financial position, results of operations or cash flows.


28
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On June 22, 2016, a putative, Title VII discrimination, and Oklahoma anti-discrimination lawsuit alleging that Redback Energy Services was in violation of the previously mentioned federal and state laws. The lawsuit was filed titled Earl Richardson and Keary Johnson v. Redback Energy Services LLC in the U.S. District Court for the Western District of Oklahoma. The Company is evaluating the background facts at this time and is not able to predict the outcome of this lawsuit or whether it will have a material impact on the Company’s financial position, results of operations or cash flows.

On August 1, 2016, a putative class and collective action lawsuit alleging that Energy Services failed to pay a class of workers overtime in compliance with the Fair Labor Standards Act and Texas law was filed titled Michael Caffey, individually and on behalf of all others similarly situated v. Redback Energy Services LLC in the U.S. District Court for the Western District of Texas. The Company is evaluating the background facts and at this time is not able to predict the outcome of this lawsuit or whether it will have a material impact on the Company’s financial position, results of operations or cash flows.

On September 27, 2016, a putative lawsuit alleging that Energy Services failed to pay a class of workers in compliance with the Fair Labor Standards Act was filed titled Michael Drake vs. Redback Coil Tubing LLC, et al in the U.S. District Court Western District of Texas. The Company is evaluating the background facts at this time. The parties have agreed to stay discovery while they engage in settlement discussions. The Company is not able to predict the outcome of this lawsuit or whether it will have a material impact on the Company’s financial position, results of operations or cash flows.

On January 26, 2017, a collective action lawsuit alleging that Pressure Pumping failed to pay a class of workers in compliance with the Fair Labor Standards Act was filed titled Ryan Crosby vs. Stingray Pressure Pumping, in the United Stated District Court for the Southern District of Ohio Eastern Division. The Company is evaluating the background facts at this time and is not able to predict the outcome of this lawsuit or whether it will have a material impact on the Company’s financial position, results of operations or cash flows.

On June 27, 2017, a complaint alleging negligence, as a result of a motor vehicle accident, was filed titled Donnelle Banks, individually and as parent and next Friend for Leila Ann Hollis, a minor, vs. Redback Coil Tubing LLC and Mammoth Energy Services, Inc. in the District Court of Gregg County, Texas. The Company is evaluating the background facts and at this time is not able to predict the outcome of this lawsuit or whether it will have a material impact on the Company’s financial position, results of operations or cash flows.

The Company is involved in various other legal proceedings in the ordinary course of business. Although the Company cannot predict the outcome of these proceedings, legal matters are subject to inherent uncertainties and there exists the possibility that the ultimate resolution of these matters could have a material adverse effect on the Company's business, financial condition, results of operations or cash flows.

Defined contribution plan

The Company sponsors a 401(k) defined contribution plan for the benefit of substantially all employees at their date of hire. The plan allows eligible employees to contribute up to 92% of their annual compensation, not to exceed annual limits established by the federal government. The Company makes discretionary matching contributions of up to 4% of an employee’s compensation and may make additional discretionary contributions for eligible employees. For the nine months ended September 30, 2017 and 2016, the Company paid $0 and $102,230, respectively, in contributions to the plan.

15.
Operating Segments
The Company is organized into five reportable segments based on the nature of services provided and the basis in which management makes business and operating decisions. The Company principally provides oilfield services in connection with on-shore drilling of oil and natural gas wells for small to large domestic independent oil and nature gas producers. The Company’s five segments consist of pressure pumping services ("Pressure Pumping Services"), well services ("Well Services"), natural sand proppant ("Sand"), contract land and directional drilling services ("Drilling") and other energy services ("Other Energy Services").

The Company's Chief Executive Officer and Chief Financial Officer comprise the Company's Chief Operating Decision Maker function ("CODM"). Segment information is prepared on the same basis that the CODM manages the segments, evaluates the segment financial statements, and makes key operating and resource utilization decisions. Segment

29
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

evaluation is determined on a quantitative basis based on a function of revenue and earnings before interest, other expense (income), impairment, taxes and depreciation and amortization as well as a qualitative basis, such as nature of the product and service offerings, types of customers.

Based on the CODM's assessment, effective December 31, 2016, the Company reorganized the reportable segments to align with its new management reporting structure and business activities. Prior to this reorganization, the existing reportable segments were comprised of four segments for financial reporting purposes: land and directional drilling services, completion and production services, completion and production - natural sand proppant and remote accommodation services. As a result of this change, there are five reportable segments for financial reporting purposes as described above. Historical information in this Note to the financial statements has been revised to reflect the new reportable segment.

The following table sets forth certain financial information with respect to the Company’s reportable segments:
 
Completion and Production
 
 
 
 
Nine Months Ended September 30, 2017
Pressure Pumping Services
Well Services
Sand
Drilling
Other Energy Services
Total
Revenue from external customers
$
46,511,384

$
15,852,372

$
29,043,367

$
33,805,844

$
23,694,054

$
148,907,021

Revenue from related parties
$
119,570,520

$
11,793,299

$
39,200,789

$
3,060,826

$
525

$
173,625,959

Cost of revenue
$
117,494,570

$
24,288,693

$
57,759,173

$
34,584,336

$
16,243,862

$
250,370,634

Selling, general and administrative expenses
$
6,690,812

$
2,789,881

$
6,314,182

$
4,103,053

$
2,561,237

$
22,459,165

Earnings before interest, other expense, impairment, taxes and depreciation and amortization
$
41,896,522

$
567,097

$
4,170,801

$
(1,820,719
)
$
4,889,480

$
49,703,181

Other expense
$
126,650

$
36,195

$
251,520

$
262,560

$
28,969

$
705,894

Bargain purchase gain
$
—

$
—

$
(4,011,512
)
$
—

$
—

$
(4,011,512
)
Interest expense (income)
$
1,023,519

$
(14,019
)
$
572,096

$
1,227,422

$
119,841

$
2,928,859

Depreciation, depletion, accretion and amortization
$
31,823,408

$
7,939,784

$
6,603,001

$
14,978,300

$
3,009,890

$
64,354,383

Income tax (benefit) provision
$
—

$
(7,778,970
)
$
32,326

$
—

$
423,822

$
(7,322,822
)
Net income (loss)
$
8,922,945

$
384,107

$
723,370

$
(18,289,001
)
$
1,306,958

$
(6,951,621
)
Total expenditures for property, plant and equipment
$
72,982,713

$
1,121,873

$
7,897,818

$
8,257,702

$
12,013,384

$
102,273,490

Three Months Ended September 30, 2017
 
 
 
 
 
 
Revenue from external customers
$
29,003,286

$
7,055,718

$
15,276,279

$
12,590,622

$
14,462,995

$
78,388,900

Revenue from related parties
$
46,701,582

$
9,105,851

$
14,055,246

$
1,053,321

$
—

$
70,916,000

Cost of revenue
$
52,960,761

$
13,852,628

$
25,177,849

$
11,597,757

$
10,943,699

$
114,532,694

Selling, general and administrative expenses
$
2,511,147

$
1,091,378

$
1,840,746

$
1,374,275

$
1,205,115

$
8,022,661

Earnings before interest, other expense, impairment, taxes and depreciation and amortization
$
20,232,960

$
1,217,563

$
2,312,930

$
671,911

$
2,314,181

$
26,749,545

Other expense
$
120,261

$
38,186

$
97,744

$
38,324

$
24,737

$
319,252

Interest expense
$
591,724

$
94,357

$
86,857

$
570,364

$
76,765

$
1,420,067

Depreciation, depletion, accretion and amortization
$
13,038,962

$
4,511,622

$
3,034,342

$
5,035,990

$
1,602,817

$
27,223,733

Income tax (benefit) provision
$
—

$
(1,278,456
)
$
23,824

$
—

$
(158,048
)
$
(1,412,680
)
Net income (loss)
$
6,482,013

$
(2,148,146
)
$
(929,837
)
$
(4,972,767
)
$
767,910

$
(800,827
)
Total expenditures for property, plant and equipment
$
19,580,804

$
777,399

$
4,927,935

$
2,356,885

$
8,054,748

$
35,697,771

At September 30, 2017
 
 
 
 
 
 
Goodwill
$
86,043,147

$
10,192,486

$
2,683,727

$
—

$
891,459

$
99,810,819

Intangible assets, net
$
14,652,434

$
2,022,430

$
—

$
—

$
1,817,708

$
18,492,572

Total assets
$
270,394,551

$
93,523,385

$
169,424,805

$
94,661,601

$
57,131,438

$
685,135,780


30
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 
Completion and Production
 
 
 
 
Nine Months Ended September 30, 2016
Pressure Pumping Services
Well Services
Sand
Drilling
Other Energy Services
Total
Revenue from external customers
$
18,294,739

$
6,470,485

$
4,651,673

$
17,946,458

$
23,253,092

$
70,616,447

Revenue from related parties
$
73,559,413

$
732,740

$
17,788,581

$
2,381,446

$
5,412

$
94,467,592

Cost of revenue
$
60,866,617

$
10,030,214

$
22,861,407

$
22,010,295

$
9,993,073

$
125,761,606

Selling, general and administrative expenses
$
2,981,718

$
1,512,824

$
2,525,310

$
3,353,243

$
1,641,524

$
12,014,619

Earnings before interest, other expense (income), impairment, taxes and depreciation and amortization
$
28,005,817

$
(4,339,813
)
$
(2,946,463
)
$
(5,035,634
)
$
11,623,907

$
27,307,814

Other expense (income)
$
25,087

$
(671,986
)
$
82,422

$
179,639

$
12,944

$
(371,894
)
Interest expense
$
502,781

$
178,584

$
319,855

$
2,272,913

$
58,768

$
3,332,901

Depreciation, depletion, accretion and amortization
$
27,964,092

$
3,903,924

$
4,734,540

$
16,243,626

$
1,636,976

$
54,483,158

Impairment of long-lived assets
$
138,587

$
1,384,751

$
—

$
347,547

$
—

$
1,870,885

Income tax provision
$
—

$
2,835

$
3,716

$
—

$
2,733,145

$
2,739,696

Net (loss) income
$
(624,730
)
$
(9,137,921
)
$
(8,086,996
)
$
(24,079,359
)
$
7,182,074

$
(34,746,932
)
Total expenditures for property, plant and equipment
$
1,262,854

$
404,612

$
522,267

$
1,492,476

$
425,838

$
4,108,047

Three Months Ended September 30, 2016
 
 
 
 
 
 
Revenue from external customers
$
137,626

$
2,109,874

$
1,675,230

$
8,230,625

$
8,599,555

$
20,752,910

Revenue from related parties
$
35,393,855

$
164,854

$
6,557,237

$
464,850

$
4,840

$
42,585,636

Cost of revenue
$
20,782,936

$
3,068,159

$
6,429,040

$
9,042,242

$
3,544,410

$
42,866,787

Selling, general and administrative expenses
$
916,176

$
499,346

$
415,505

$
786,008

$
577,572

$
3,194,607

Earnings before interest, other expense, impairment, taxes and depreciation and amortization
$
13,832,369

$
(1,292,777
)
$
1,387,922

$
(1,132,775
)
$
4,482,413

$
17,277,152

Other expense
$
1,262

$
1,159

$
9,439

$
237,211

$
4,761

$
253,832

Interest expense
$
134,017

$
29,489

$
108,744

$
718,706

$
33,558

$
1,024,514

Depreciation, depletion, accretion and amortization
$
9,050,605

$
1,233,702

$
1,784,689

$
5,297,694

$
554,781

$
17,921,471

Impairment of long-lived assets
$
—

$
—

$
—

$
—

$
—

$
—

Income tax provision
$
—

$
5,929

$
3,716

$
—

$
1,046,316

$
1,055,961

Net income (loss)
$
4,646,485

$
(2,563,056
)
$
(518,666
)
$
(7,386,386
)
$
2,842,997

$
(2,978,626
)
Total expenditures for property, plant and equipment
$
335,312

$
156,783

$
359,656

$
1,069,381

$
12,706

$
1,933,838

At September 30, 2016
 
 
 
 
 
 
Goodwill
$
86,043,148

$
—

$
2,683,727

$
—

$
—

$
88,726,875

Intangible assets, net
$
23,697,850

$
138,646

$
—

$
—

$
—

$
23,836,496

Total assets
$
195,138,423

$
41,263,250

$
108,773,302

$
103,882,141

$
32,896,862

$
481,953,978


The pressure pumping services segment provides hydraulic fracturing. The well services segment provides coil tubing, flowback and equipment rental services. The sand segment sells, distributes and produces sand for use in hydraulic fracturing. The contract land and directional drilling services segment provides vertical, horizontal and directional drilling services. The other energy services segment provides housing, kitchen and dining, and recreational service facilities for oilfield workers that are located in remote areas away from readily available lodging as well as energy infrastructure services. The pressure pumping and well service segments primarily services in the Utica Shale of Eastern Ohio, Marcellus Shale in Pennsylvania, Eagle Ford and Permian basin in Texas and the SCOOP/STACK in the mid-continent region. The natural sand proppant segment primarily services the Utica Shale and Montney Shale in British Columbia and Alberta, Canada. The contract land and directional drilling services segment primarily services the Permian Basin in West Texas. The other energy services segment provides service in Canada, Texas and New Mexico.
16.
Subsequent Events
Subsequent to September 30, 2017, the Company entered into railcar lease agreements with aggregate commitments of $2.2 million.

Subsequent to September 30, 2017, the Company ordered additional capital equipment with aggregate commitments of $3.4 million.


31
MAMMOTH ENERGY SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Subsequent to September 30, 2017, the Company entered into an agreement to purchase sand from an unrelated third party seller with aggregate commitments of $2.2 million.

On October 19, 2017, Cobra entered into a contract to aid in the restoration of utility infrastructure on the island of Puerto Rico. The contract provides for payments of up to $200.0 million, including an initial payment of $15.0 million at the time of signing. As of November 7, 2017, the Company had entered into $32.7 million of commitments related to this contract and made prepayments and deposits of $12.6 million with respect to these commitments.


32

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto presented in this quarterly report and the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission, or the SEC, on February 24, 2017.

Overview

We are an integrated, growth-oriented energy service company serving companies engaged in the exploration and development of North American onshore unconventional oil and natural gas reserves and energy infrastructure. Our primary business objective is to grow our operations and create value for stockholders through organic opportunities and accretive acquisitions. Our suite of services includes pressure pumping services, well services, natural sand proppant services, contract land and directional drilling services and other energy services. Our pressure pumping services division provides hydraulic fracturing services. Our well services division provides pressure control services, cementing, flowback services and equipment rentals. Our natural sand proppant services division sells, distributes and produces proppant for hydraulic fracturing. Our contract land and directional drilling services division provides drilling rigs and crews for operators as well as rental equipment, such as mud motors and operational tools, for both vertical and horizontal drilling. Our other energy services division has historically provided housing, kitchen and dining, and recreational service facilities for oilfield workers located in remote areas away from readily available lodging and now also includes energy infrastructure services. We believe that the services we offer play a critical role in increasing the ultimate recovery and present value of production streams from unconventional resources. Our complementary suite of completion and production and drilling related services provides us with the opportunity to cross-sell our services and expand our customer base and geographic positioning.

On November 24, 2014, Mammoth Energy Holdings LLC, or Mammoth Holdings, Gulfport Energy Corporation, or Gulfport, and Rhino Exploration LLC, or Rhino, contributed to Mammoth Energy Partners LP, or the Partnership, their respective interests in the following entities: Bison Drilling and Field Services, LLC, or Bison Drilling; Bison Trucking LLC, or Bison Trucking; White Wing Tubular Services LLC, or White Wing; Barracuda Logistics LLC, or Barracuda; Panther Drilling Systems LLC, or Panther Drilling; Redback Energy Services LLC, or Redback Energy Services; Redback Coil Tubing LLC, or Redback Coil Tubing; Muskie Proppant LLC, or Muskie Proppant; Stingray Pressure Pumping LLC, or Pressure Pumping; Stingray Logistics LLC, or Logistics; and Great White Sand Tiger Lodging Ltd., or Lodging. Upon completion of these contributions, Mammoth Holdings, Gulfport and Rhino beneficially owned a 68.7%, 30.5% and 0.8% equity interest, respectively, in the Partnership.

On October 12, 2016, prior to and in connection with the IPO, the Partnership converted to a Delaware limited liability company named Mammoth Energy Partners LLC, or Mammoth LLC, and Mammoth Holdings, Gulfport and Rhino contributed their respective membership interests in Mammoth LLC to us in exchange for shares of our common stock, and Mammoth LLC became our wholly-owned subsidiary.

On October 19, 2016, we closed our IPO of 7,750,000 shares of common stock, of which 7,500,000 shares were sold by us and the remaining 250,000 shares were sold by certain selling stockholders, at a price to the public of $15.00 per share. Our common stock is traded on the Nasdaq Global Select Market under the symbol “TUSK.” Unless the context otherwise requires, references in this report to “we,” “our,” “us,” or like terms, when used in a historical context for periods prior to October 12, 2016 refer to the Partnership and its subsidiaries. References in this report to “we,” “our,” “us,” or like terms, when used in the present tense or for periods commencing on or after October 12, 2016 refer to Mammoth Energy Services, Inc., or Mammoth Inc., and its subsidiaries. Mammoth Inc. was formed in June 2016, and did not conduct any material business operations prior to the completion of the IPO and the contribution described above completed on October 12, 2016 immediately prior to the IPO. Prior to the IPO, Mammoth Inc. was a wholly-owned subsidiary of the Partnership.

On June 5, 2017, we acquired Sturgeon Acquisitions LLC, or Sturgeon, and Sturgeon's wholly owned subsidiaries Taylor Frac, LLC, Taylor Real Estate Investments, LLC and South River Road, LLC. Prior to the acquisition, we and Sturgeon were under common control and, in accordance with generally accepted accounting principles in the United States, or GAAP, we have accounted for this acquisition in a manner similar to the pooling of interest method of accounting. Therefore, our historical financial information for all periods included in this Quarterly Report on Form 10-Q has been recast to combine Sturgeon's financial results with our financial results as if the acquisition had been effective since Sturgeon commenced operations.


33

Third Quarter 2017 Highlights

Expansion of Services

During the third quarter of 2017, we expanded our pressure pumping, sand and last-mile trucking services into the SCOOP/STACK. The startup of our fifth pressure pumping fleet occurred in August 2017 with the startup of our sixth fleet occurring in October 2017, both of which were in the Mid-Continent.

5-Star Acquisition

On July 1, 2017, we completed our acquisition of 5 Star Electric, LLC, or 5 Star, from unrelated third party sellers. We funded the the acquisition of 5 Star with cash on hand and borrowings under our credit facility. The acquisition of 5 Star expanded the energy infrastructure component of our other energy services segment.

Industry Overview

The oil and natural gas industry has traditionally been volatile and is influenced by a combination of long-term, short-term and cyclical trends, including the domestic and international supply and demand for oil and natural gas, current and expected future prices for oil and natural gas and the perceived stability and sustainability of those prices, production depletion rates and the resultant levels of cash flows generated and allocated by exploration and production companies to their drilling, completion and related services and products budget. The oil and natural gas industry is also impacted by general domestic and international economic conditions, political instability in oil producing countries, government regulations (both in the United States and elsewhere), levels of customer demand, the availability of pipeline capacity and other conditions and factors that are beyond our control.

Demand for most of our products and services depends substantially on the level of expenditures by companies in the oil and natural gas industry. The significant decline in oil and natural gas prices that began in the third quarter of 2014 continued into February 2016, when the closing price of oil reached a 12-year low of $26.19 per barrel on February 11, 2016. The low commodity price environment caused a reduction in the drilling, completion and other production activities of most of our customers and their spending on our products and services.

The reduction in demand during the first part of 2016, and the resulting oversupply of many of the services and products we provide, substantially reduced the prices we could charge our customers for our products and services, and had a negative impact on the utilization of our services. This overall trend with respect to our customers’ activities and spending reversed in late 2016 as oil prices started to rebound from the 12-year low recorded on February 11, 2016 of $26.21 per barrel, reaching a high of $54.06 per barrel on December 28, 2016. During the first nine months of 2017, oil traded between a low of $42.53 per barrel recorded on June 21, 2017 and a high of $54.45 per barrel on February 23, 2017, with an average of $49.40 per barrel. This increase in commodity prices from 2016 levels has spurred a significant increase in the land rig count with 918 rigs operating on September 29, 2017, up approximately 45% from the 635 rigs operating at year-end 2016. As the rig count increased, we experienced an increase in activity and pricing, mainly in our completion and production, natural sand proppant and contract land and directional drilling businesses. If near term commodity prices remain at current levels or recover further, we expect to continue to experience an increase in demand for our services and products. Despite the anticipated declines in remote accommodation services revenue, our other energy services revenue increased during the third quarter of 2017 as our energy infrastructure services began to contribute to our financial results. Within this segment, subsequent to the end of the third quarter of 2017, our subsidiary Cobra Acquisitions LLC, or Cobra, signed a contract to aid in the restoration of the electric utility infrastructure in Puerto Rico that provides for payments of up to $200 million. Under the terms of this contract, we intend to mobilize more than 500 people and the necessary equipment to Puerto Rico.


34

Results of Operations
Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016
 
Three Months Ended
 
September 30, 2017
 
September 30, 2016
Revenue:
 
 
 
Pressure pumping services
$
75,704,868

 
$
35,531,481

Well services
16,161,569

 
2,274,728

Natural sand proppant services
29,331,525

 
8,232,467

Contract land and directional drilling services
13,643,943

 
8,695,475

Other energy services
14,462,995

 
8,604,395

Total revenue
149,304,900

 
63,338,546

 
 
 
 
Cost of revenue:
 
 
 
Pressure pumping services
52,960,761

 
20,782,936

Well services
13,852,628

 
3,068,159

Natural sand proppant services
25,177,849

 
6,429,040

Contract land and directional drilling services
11,597,757

 
9,042,242

Other energy services
10,943,699

 
3,544,410

Total cost of revenue
114,532,694

 
42,866,787

Selling, general and administrative expenses
8,022,661

 
3,194,607

Depreciation and amortization
27,223,733

 
17,921,471

Operating loss
(474,188
)
 
(644,319
)
Interest expense, net
(1,420,067
)
 
(1,024,514
)
Other expense, net
(319,252
)
 
(253,832
)
Loss before income taxes
(2,213,507
)
 
(1,922,665
)
(Benefit) provision for income taxes
(1,412,680
)
 
1,055,961

Net loss
$
(800,827
)
 
$
(2,978,626
)

Revenue. Revenue for the three months ended September 30, 2017 increased $86.0 million, or 136%, to $149.3 million from $63.3 million for the three months ended September 30, 2016. Revenue by operating division was as follows:

Pressure Pumping Services. Pressure pumping services division revenue increased $40.2 million, or 113%, to $75.7 million for the three months ended September 30, 2017 from $35.5 million for the three months ended September 30, 2016. The increase was primarily driven by an increase in fleet utilization from two active fleets, averaging 36% utilization, for the three months ended September 30, 2016 to 82%, on an average of five active fleets for the three months ended September 30, 2017. Our fourth and fifth fleets began working in June and August 2017, respectively. Additionally, the number of stages completed increased to 1,617 for the three months ended September 30, 2017 from 511 for the three months ended September 30, 2016.

Well Services. Well services division revenue increased $13.9 million, or 604%, to $16.2 million for the three months ended September 30, 2017 from $2.3 million for the three months ended September 30, 2016. Cementing and energy services accounted for $9.1 million of the increase as a result of our Stingray Cementing and Stingray Energy acquisitions. Our coil tubing services accounted for $4.1 million of our operating division increase, as a result of increased utilization and an increase in average day rates from approximately $16,800 for the three months ended September 30, 2016 to approximately $30,200 for the three months ended September 30, 2017. Our flowback services accounted for $0.7 million of our operating division increase, as a result of an increase in utilization.

Natural Sand Proppant Services. Natural sand proppant services division revenue increased $21.1 million, or 257%, to $29.3 million for the three months ended September 30, 2017, from $8.2 million for the three months ended September 30, 2016. The increase was primarily attributable to an increase in tons of sand sold from 188,018 for the three months ended September 30, 2016 to 438,800 for the three months ended September 30, 2017. In

35

addition, the price per ton of sand sold increased from $44 to $67, from the three months ended September 30, 2016 to the three months ended September 30, 2017.

Contract Land and Directional Drilling Services. Contract land and directional drilling services division revenue increased $4.9 million, or 56%, from $8.7 million for the three months ended September 30, 2016 to $13.6 million for the three months ended September 30, 2017. The increase was primarily attributable to our land drilling services, which accounted for $2.0 million, or 41%, of the operating division increase as a result of an increase in average day rates from approximately $12,200 to approximately $14,800 for the three months ended September 30, 2016 and 2017, respectively. The average rig count remained consistent at an average of five rigs for each respective period. Our directional drilling services accounted for $1.5 million, or 30%, of the operating division increase as a result of utilization increasing from 25% for the three months ended September 30, 2016 to 32% for the three months ended September 30, 2017. Our rig moving services accounted for $1.4 million, or 29%, of the operating division increase. The increase in our rig moving services was driven by the increase in drilling activity.

Other Energy Services. Other energy services division revenue, which has historically included only remote accommodation services but now also includes energy infrastructure services, increased $5.9 million, or 69%, to $14.5 million for the three months ended September 30, 2017 from $8.6 million for the three months ended September 30, 2016. The increase was a result of revenue from our energy infrastructure services of $13.5 million. The increase from energy infrastructure services was partially offset by a decrease in total rooms nights rented from 65,455 to 5,569 for the three months ended September 30, 2016 and 2017, respectively, partially offset by an increase in revenue per room night, in Canadian dollars, from $172 for the three months ended September 30, 2016 to $187 for the three months ended September 30, 2017.

Cost of Revenue. Cost of revenue increased $71.6 million from $42.9 million, or 68% of total revenue, for the three months ended September 30, 2016 to $114.5 million, or 77% of total revenue, for the three months ended September 30, 2017. Cost of revenue by operating division was as follows:

Pressure Pumping Services. Pressure pumping services division cost of revenue increased $32.2 million, or 155%, to $53.0 million for the three months ended September 30, 2017 from $20.8 million for the three months ended September 30, 2016. The increase was primarily due to the increase in active fleets, which resulted in increases in proppant costs, repairs and maintenance expense and labor-related costs. The labor-related costs were primarily as a result of staffing our third, fourth and fifth pressure pumping fleets during 2017. As a percentage of revenue, our pressure pumping services division cost of revenue was 70% and 58% for the three months ended September 30, 2017 and September 30, 2016, respectively.

Well Services. Well services division cost of revenue increased $10.8 million, or 348%, from $3.1 million for the three months ended September 30, 2016 to $13.9 million for the three months ended September 30, 2017. The increase was primarily due to increases in labor-related costs and the acquisition of Stingray Cementing and Stingray Energy. As a percentage of revenue, our well services division cost of revenue was 86% and 135% for the three months ended September 30, 2017 and September 30, 2016, respectively. The decrease in cost of revenue as a percentage of revenue was primarily due to the increase in utilization and average day rates from our coil tubing division.

Natural Sand Proppant Services. Natural sand proppant services division cost of revenue increased $18.8 million, or 294%, from $6.4 million for the three months ended September 30, 2016 to $25.2 million for the three months ended September 30, 2017, primarily due to an increase in tons of sand sold. As a percentage of revenue, cost of revenue was 86% and 78% for the three months ended September 30, 2017 and September 30, 2016, respectively. The increase was primarily due to increases in sales to the pressure pumping division which are eliminated in consolidation.

Contract Land and Directional Drilling Services. Contract land and directional drilling services division cost of revenue increased $2.6 million, or 29%, from $9.0 million for the three months ended September 30, 2016 to $11.6 million for the three months ended September 30, 2017, primarily due to an increase in labor-related costs, repairs and maintenance and increased utilization. As a percentage of revenue, our contract land and directional drilling services division cost of revenue was 85% and 104% for the three months ended September 30, 2017 and September 30, 2016, respectively. The decrease was primarily due to higher day rates and utilization.

Other Energy Services. Other energy services division cost of revenue increased $7.4 million, or 211%, from $3.5 million for the three months ended September 30, 2016 to $10.9 million for the three months ended

36

September 30, 2017. As a percentage of revenue, cost of revenue was 76% and 41% for the three months ended September 30, 2017 and 2016, respectively. The increase attributable to costs from our energy infrastructure services was partially offset by decreases in costs attributable to our remote accommodation services.

Selling, General and Administrative Expenses. Selling, general and administrative expenses represent the costs associated with managing and supporting our operations. These expenses increased $4.8 million, or 150%, to $8.0 million for the three months ended September 30, 2017, from $3.2 million for the three months ended September 30, 2016. The increase in expenses was primarily attributable to a $1.5 million increase in compensation, of which $1.0 million was related to equity based compensation, a $3.4 million increase in professional fees and services, of which $0.3 million was related to acquisition-related costs, and a $0.1 million reduction in bad debt expense for the three months ended September 30, 2017, compared to the three months ended September 30, 2016.

Depreciation and Amortization. Depreciation and amortization increased $9.3 million, or 52%, to $27.2 million for the three months ended September 30, 2017 from $17.9 million for the three months ended September 30, 2016. The increase was primarily attributable to placing in service of $162.6 million of capital additions during 2017 partially offset by $26.2 million and $14.9 million of assets that fully depreciated during 2016 and 2017, respectively.

Interest Expense, Net. Interest expense increased $0.4 million, or 40%, to $1.4 million during the three months ended September 30, 2017, from $1.0 million during the three months ended September 30, 2016. The increase in interest expense was attributable to an increase in average borrowings during the three months ended September 30, 2017.

Other Expense, Net. Non-operating expense resulted in expense of $0.3 million for both the three months ended September 30, 2016 and 2017. Both periods were primarily comprised of loss recognition on assets disposed of during the period.

Income Taxes. Prior to our initial public offering in October 2016, we were treated as a pass-through entity for federal income tax and most state income tax purposes. For the three months ended September 30, 2017, we recognized income tax benefit of $1.4 million compared to an income tax expense of $1.1 million for the three months ended September 30, 2016. The provision for the three months ended September 30, 2016 was primarily attributable to our subsidiary, Lodging, which provides our remote accommodation services.



37


Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016
 
Nine Months Ended September 30,
 
2017
 
2016
Revenue:
 
 
 
Pressure pumping services
$
166,081,904

 
$
91,854,152

Well services
27,645,671

 
7,203,225

Natural sand proppant services
68,244,156

 
22,440,254

Contract land and directional drilling services
36,866,670

 
20,327,904

Other energy services
23,694,579

 
23,258,504

Total revenue
322,532,980

 
165,084,039

 
 
 
 
Cost of revenue:
 
 
 
Pressure pumping services
117,494,570

 
60,866,617

Well services
24,288,693

 
10,030,214

Natural sand proppant services
57,759,173

 
22,861,407

Contract land and directional drilling services
34,584,336

 
22,010,295

Other energy services
16,243,862

 
9,993,073

Total cost of revenue
250,370,634

 
125,761,606

Selling, general and administrative expenses
22,459,165

 
12,014,619

Depreciation and amortization
64,354,383

 
54,483,158

Impairment of long-lived assets
—

 
1,870,885

Operating loss
(14,651,202
)
 
(29,046,229
)
Interest expense, net
(2,928,859
)
 
(3,332,901
)
Bargain purchase gain, net of tax
4,011,512

 
—

Other (expense) income, net
(705,894
)
 
371,894

Loss before income taxes
(14,274,443
)
 
(32,007,236
)
(Benefit) provision for income taxes
(7,322,822
)
 
2,739,696

Net loss
$
(6,951,621
)
 
$
(34,746,932
)

Revenue. Revenue for the nine months ended September 30, 2017 increased $157.4 million, or 95%, to $322.5 million from $165.1 million for the nine months ended September 30, 2016. Revenue by operating division was as follows:

Pressure Pumping Services. Pressure pumping services division revenue increased $74.2 million, or 81%, to $166.1 million for the nine months ended September 30, 2017 from $91.9 million for the nine months ended September 30, 2016. The increase was primarily driven by an increase in fleet utilization of 45%, on an average of two active fleets, for the nine months ended September 30, 2016 to 84%, on an average of 3.3 active fleets, for the nine months ended September 30, 2017. Additionally, the number of stages completed increased to 3,764 for the nine months ended September 30, 2017 from 1,678 for the nine months ended September 30, 2016.

Well Services. Well services division revenue increased $20.4 million, or 283%, to $27.6 million for the nine months ended September 30, 2017 from $7.2 million for the nine months ended September 30, 2016. The cementing and energy services divisions accounted for $11.7 million of the increase as a result of our Stingray Cementing and Stingray Energy acquisitions. Our coil tubing services accounted for $7.9 million of our operating division increase, as a result of increased utilization and an increase in average day rates from approximately $17,933 for the nine months ended September 30, 2016 to approximately $26,933 for the nine months ended September 30, 2017. Our flowback services accounted for $0.8 million of our operating division increase, as a result of increased utilization.

Natural Sand Proppant Services. Natural sand proppant services division revenue increased $45.8 million, or 204%, to $68.2 million for the nine months ended September 30, 2017, from $22.4 million for the nine months ended September 30, 2016. The increase was primarily attributable to an increase in tons sold from approximately

38

447,908 for the nine months ended September 30, 2016 to approximately 1,035,506 in the nine months ended September 30, 2017, in addition to an increase in price per ton of of sand sold from $50 to $66, for the nine months ended September 30, 2016 and 2017, respectively.

Contract Land and Directional Drilling Services. Contract land and directional drilling services division revenue increased $16.6 million, or 82%, from $20.3 million for the nine months ended September 30, 2016 to $36.9 million for the nine months ended September 30, 2017. The increase was primarily attributable to our land drilling services, which accounted for $9.0 million, or 55%, of the operating division increase. The increase in our land drilling services was driven by a increase in average active rigs from four for the nine months ended September 30, 2016 to five for the nine months ended September 30, 2017 as well as a increase in average day rates from approximately $12,667 to approximately $14,433 during those same periods. Our directional drilling services accounted for $4.0 million, or 24%, of the operating division increase as a result of utilization declining from 18% for the nine months ended September 30, 2016 to 28% for the nine months ended September 30, 2017. Our rig moving services accounted for $3.7 million, or 22%, of the operating division increase primarily driven by the increase in drilling activity. Our drill pipe inspection services accounted for a decline of $0.2 million, or (1)%, of the operating division.

Other Energy Services. Other energy services division revenue increased $0.4 million, or 2%, to $23.7 million for the nine months ended September 30, 2017 from $23.3 million for the nine months ended September 30, 2016. The increase in attributable to $15.2 million of revenue from our energy infrastructure services during the nine months ended September 30, 2017. We did not not provide infrastructure services during the same period in 2016. The increase from our infrastructure services was offset by a decrease in our remote accommodation services due to a decrease in total room nights rented from 174,684 for the nine months ended September 30, 2016 to 55,007 for the nine months ended September 30, 2017 partially offset by an increase in revenue per room night, in Canadian dollars, from $176 for the nine months ended September 30, 2016 to $202 for the nine months ended September 30, 2017. The decrease in revenue from our remote accommodation services was partially offset by approximately $0.9 million of business interruption insurance proceeds we collected and recognized for the nine months ended September 30, 2017.

Cost of revenue. Cost of revenue increased $124.6 million from $125.8 million, or 76% of total revenue, for the nine months ended September 30, 2016 to $250.4 million, or 78% of total revenue, for the nine months ended September 30, 2017. Cost of revenue by operating division was as follows:

Pressure Pumping Services. Pressure pumping services division cost of revenue increased $56.6 million, or 93%, to $117.5 million for the nine months ended September 30, 2017 from $60.9 million for the nine months ended September 30, 2016. The increase was primarily due to our additional fleets, which resulted in increases in proppant costs, repairs and maintenance expense and labor-related costs. The labor-related costs increased primarily as a result of staffing our third, fourth and fifth pressure pumping fleets which came online during 2017. As a percentage of revenue, our pressure pumping services division cost of revenue was 71% and 66% for the nine months ended September 30, 2017 and 2016, respectively.

Well Services. Well services division cost of revenue increased $14.3 million, or 143%, from $10.0 million for the nine months ended September 30, 2016 to $24.3 million for the nine months ended September 30, 2017. The increase was primarily due to an increase in labor-related costs. As a percentage of revenue, our well services division cost of revenue was 88% and 139% for the nine months ended September 30, 2017 and September 30, 2016, respectively. The decrease in cost of revenue as a percentage of revenue was primarily due to increases in utilization as well as pricing in our coil tubing services.

Natural Sand Proppant Services. Natural sand proppant services division cost of revenue increased $34.9 million, or 152%, from $22.9 million for the nine months ended September 30, 2016 to $57.8 million for the nine months ended September 30, 2017, primarily due to an increase in tons sold. As a percentage of revenue, cost of revenue was 85% and 102% for the nine months ended September 30, 2017 and 2016, respectively. The decrease in cost of revenue as a percentage of revenue was primarily due to an increase in price per ton sold.

Contract Land and Directional Drilling Services. Contract land and directional drilling services division cost of revenue increased $12.6 million, or 57%, from $22.0 million for the nine months ended September 30, 2016 to $34.6 million for the nine months ended September 30, 2017, primarily due to an increase in labor-related costs, repairs and maintenance and increased utilization. As a percentage of revenue, our contract land and directional drilling services division cost of revenue was 94% and 108% for the nine months ended September 30, 2017 and 2016, respectively. The decrease was primarily due to higher day rates and utilization.

39


Other Energy Services. Other energy services division cost of revenue increased $6.2 million, or 62%, from $10.0 million the nine months ended September 30, 2016 to $16.2 million for the nine months ended September 30, 2017, primarily due to costs associated with our energy infrastructure services of $11.8 million, which were offset by decreases in costs associated with our remote accommodation services. As a percentage of revenue, cost of revenue was 69% and 43% for the nine months ended September 30, 2017 and 2016, respectively. The increase was primarily due to the decrease in total room nights rented from 174,684 for the nine months ended September 30, 2016 to 55,007 for the nine months ended September 30, 2017.

Selling, General and Administrative expenses. Selling, general and administrative expenses represent the costs associated with managing and supporting our operations. These expenses increased $10.5 million, or 88%, to $22.5 million for the nine months ended September 30, 2017, from $12.0 million for the nine months ended September 30, 2016. The increase in expenses was primarily attributable to a $6.5 million increase in compensation and benefits, of which $2.5 million was related to equity based compensation, and a $5.0 million increase in professional fees, of which $2.6 million was related to acquisition-related costs, partially offset by a decrease in bad debt expense of $1.1 million.

Depreciation and Amortization. Depreciation and amortization increased $9.9 million, or 18%, to $64.4 million for the nine months ended September 30, 2017 from $54.5 million for the nine months ended September 30, 2016. The increase was primarily attributable to placing in service of $162.6 million of capital additions during 2017, partially offset by $26.2 million and $14.9 million of assets that fully depreciated during 2016 and 2017, respectively.

Impairment of Long-lived Assets. The nine months ended September 30, 2016 included impairment charges of $1.9 million attributable to various fixed assets in the amount of $0.4 million, $0.1 million and $1.4 million for the contract land and directional drilling services, pressure pumping and well service segments, respectively.

Interest Expense, Net. Interest expense decreased $0.4 million, or 12%, to $2.9 million during the nine months ended September 30, 2017, from $3.3 million during the nine months ended September 30, 2016. The decrease in interest expense was attributable to a decrease in average borrowings during the nine months ended September 30, 2017.

Bargain Purchase Gain. Bargain purchase resulted in a gain of $4.0 million for the nine months ended September 30, 2017 on the purchase of Chieftain (see Note 3 of Part I of this Report).

Other (Expense) Income, Net. Non-operating (charges) income resulted in expense of $0.7 million for the nine months ended September 30, 2017, compared to other income, net of $0.4 million for the nine months ended September 30, 2016. Both periods were primarily comprised of income/loss recognition on assets disposed during the period.

Income Taxes. Prior to our initial public offering in October 2016, we were treated as a pass-through entity for federal income tax and most state income tax purposes. For the nine months ended September 30, 2017, we recognized income tax benefit of $7.3 million compared to an income tax expense of $2.7 million for the nine months ended September 30, 2016. The provision for the nine months ended September 30, 2016 was primarily attributable to our subsidiary, Lodging, which provides our remote accommodation services.

40

Non-GAAP Financial Measures

Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We define Adjusted EBITDA as net income (loss) before depreciation, depletion, accretion and amortization, impairment of long-lived assets, acquisition related costs, equity based compensation, interest expense, other (income) expense, net (which is comprised of the (gain) or loss on disposal of long-lived assets), bargain purchase gain and provision (benefit) for income taxes. We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income (loss) or cash flows from operating activities as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Our computations of Adjusted EBITDA may not be comparable to other similarly titled measure of other companies. We believe that Adjusted EBITDA is a widely followed measure of operating performance and may also be used by investors to measure our ability to meet debt service requirements.

The following tables also provide a reconciliation of Adjusted EBITDA to the GAAP financial measure of net income or (loss) for each of our operating segments for the specified periods.

Consolidated
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
Reconciliation of Adjusted EBITDA to net income (loss):
2017
 
2016
 
2017
 
2016
Net loss
$
(800,827
)
 
$
(2,978,626
)
 
$
(6,951,621
)
 
$
(34,746,932
)
Depreciation, depletion, accretion and amortization expense
27,223,733

 
17,921,471

 
64,354,383

 
54,483,158

Impairment of long-lived assets
—

 
—

 
—

 
1,870,885

Acquisition related costs
264,091

 
—

 
2,454,840

 
—

Equity based compensation
1,028,317

 
(18,683
)
 
2,648,210

 
(18,683
)
Bargain purchase gain
—

 
—

 
(4,011,512
)
 
—

Interest expense
1,420,067

 
1,024,514

 
2,928,859

 
3,332,901

Other expense (income), net
319,252

 
253,832

 
705,894

 
(371,894
)
(Benefit) provision for income taxes
(1,412,680
)
 
1,055,961

 
(7,322,822
)
 
2,739,696

Adjusted EBITDA
$
28,041,953

 
$
17,258,469

 
$
54,806,231

 
$
27,289,131


Pressure Pumping Services
 
Three Months Ended
Nine Months Ended
 
September 30,
 
September 30,
Reconciliation of Adjusted EBITDA to net income (loss):
2017
 
2016
 
2017
 
2016
Net income (loss)
$
6,482,013

 
$
4,646,485

 
$
8,922,945

 
$
(624,730
)
Depreciation and amortization expense
13,038,962

 
9,050,605

 
31,823,408

 
27,964,092

Impairment of long-lived assets
—

 
—

 
—

 
138,587

Acquisition related costs
500

 
—

 
500

 
—

Equity based compensation
428,398

 
—

 
1,202,687

 
—

Interest expense
591,724

 
134,017

 
1,023,519

 
502,781

Other expense, net
120,261

 
1,262

 
126,650

 
25,087

Adjusted EBITDA
$
20,661,858

 
$
13,832,369

 
$
43,099,709

 
$
28,005,817





41




Other Well Services
 
Three Months Ended
Nine Months Ended
 
September 30,
 
September 30,
Reconciliation of Adjusted EBITDA to net income (loss):
2017
 
2016
 
2017
 
2016
Net (loss) income
$
(2,148,146
)
 
$
(2,563,056
)
 
$
384,107

 
$
(9,137,921
)
Depreciation and amortization expense
4,511,622

 
1,233,702

 
7,939,784

 
3,903,924

Impairment of long-lived assets
—

 
—

 
—

 
1,384,751

Acquisition related costs
65,394

 
—

 
235,526

 
—

Equity based compensation
127,930

 
(18,683
)
 
265,380

 
(18,683
)
Interest expense, net
94,357

 
29,489

 
(14,019
)
 
178,584

Other expense (income), net
38,186

 
1,159

 
36,195

 
(671,986
)
(Benefit) provision for income taxes
(1,278,456
)
 
5,929

 
(7,778,970
)
 
2,835

Adjusted EBITDA
$
1,410,887

 
$
(1,311,460
)
 
$
1,068,003

 
$
(4,358,496
)

Natural Sand Proppant Services
 
Three Months Ended
Nine Months Ended
 
September 30,
 
September 30,
Reconciliation of Adjusted EBITDA to net income (loss):
2017
 
2016
 
2017
 
2016
Net (loss) income
$
(929,837
)
 
$
(518,666
)
 
$
723,370

 
$
(8,086,996
)
Depreciation, depletion, accretion and amortization expense
3,034,342

 
1,784,689

 
6,603,001

 
4,734,540

Acquisition related costs
166,654

 
—

 
2,120,733

 
—

Equity based compensation
271,762

 
—

 
524,223

 
—

Bargain purchase gain
—

 
—

 
(4,011,512
)
 
—

Interest expense
86,857

 
108,744

 
572,096

 
319,855

Other expense, net
97,744

 
9,439

 
251,520

 
82,422

Provision for income taxes
23,824

 
3,716

 
32,326

 
3,716

Adjusted EBITDA
$
2,751,346

 
$
1,387,922

 
$
6,815,757

 
$
(2,946,463
)

Contract Land and Directional Drilling Services
 
Three Months Ended
Nine Months Ended
 
September 30,
 
September 30,
Reconciliation of Adjusted EBITDA to net income (loss):
2017
 
2016
 
2017
 
2016
Net loss
$
(4,972,767
)
 
$
(7,386,386
)
 
$
(18,289,001
)
 
$
(24,079,359
)
Depreciation and amortization expense
5,035,990

 
5,297,694

 
14,978,300

 
16,243,626

Impairment of long-lived assets
—

 
—

 
—

 
347,547

Acquisition related costs
(16,328
)
 
—

 
8,187

 
—

Equity based compensation
137,637

 
—

 
429,901

 
—

Interest expense
570,364

 
718,706

 
1,227,422

 
2,272,913

Other expense, net
38,324

 
237,211

 
262,560

 
179,639

Adjusted EBITDA
$
793,220

 
$
(1,132,775
)
 
$
(1,382,631
)
 
$
(5,035,634
)






42




Other Energy Services
 
Three Months Ended
Nine Months Ended
 
September 30,
 
September 30,
Reconciliation of Adjusted EBITDA to net income (loss):
2017
 
2016
 
2017
 
2016
Net income
$
767,910

 
$
2,842,997

 
$
1,306,958

 
$
7,182,074

Depreciation and amortization expense
1,602,817

 
554,781

 
3,009,890

 
1,636,976

Impairment of long-lived assets
—

 
—

 
—

 
—

Acquisition related costs
47,871

 
—

 
89,894

 
—

Equity based compensation
62,590

 
—

 
226,019

 
—

Interest expense
76,765

 
33,558

 
119,841

 
58,768

Other expense, net
24,737

 
4,761

 
28,969

 
12,944

(Benefit) provision for income taxes
(158,048
)
 
1,046,316

 
423,822

 
2,733,145

Adjusted EBITDA
$
2,424,642

 
$
4,482,413

 
$
5,205,393

 
$
11,623,907



43

Liquidity and Capital Resources

We require capital to fund ongoing operations, including maintenance expenditures on our existing fleet and equipment, organic growth initiatives, investments and acquisitions. Since November 2014, our primary sources of liquidity have been cash on hand, borrowings under our revolving credit facility and cash flows from operations. Our primary use of capital has been for investing in property and equipment used to provide our services and to acquire complimentary businesses.

As of September 30, 2017, we had an aggregate of $94.0 million in borrowings outstanding under our revolving credit facility, leaving an aggregate of $69.8 million of available borrowing capacity under this facility, which is net of letters of credit of $5.5 million.
 
The following table summarizes our liquidity for the periods indicated:
 
September 30,
 
December 31,
 
2017
 
2016
Cash and cash equivalents
$
14,278,328

 
$
29,238,618

Revolving credit facilities availability
169,233,484

 
164,354,373

Less long-term debt
(94,000,000
)
 
—

Less letter of credit facilities (rail car commitments)
(454,560
)
 
(454,560
)
Less letter of credit facilities (insurance programs)
(1,636,000
)
 
(1,636,000
)
Less letter of credit facilities (environmental remediation)
(3,363,627
)
 
(1,375,342
)
Net working capital (less cash)
33,519,145

 
30,453,429

Total
$
117,576,770

 
$
220,580,518

At November 7, 2017, we had an aggregate of $110.2 million in borrowings outstanding under our revolving credit facility, leaving an aggregate of $53.2 million of available borrowing capacity under this facility, which is net of letters of credit of $5.5 million.

Liquidity and Cash Flows
    
The following table sets forth our cash flows at the dates indicated:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
2016
 
2017
2016
Net cash provided by operating activities
$
16,631,835

$
14,101,540

 
$
40,636,834

$
23,140,617

Net cash used in investing activities
(38,134,271
)
(1,699,652
)
 
(140,827,687
)
(708,342
)
Net cash provided by (used in) financing activities
27,222,791

(10,300,000
)
 
85,148,937

(23,000,000
)
Effect of foreign exchange rate on cash
8,683

128,280

 
81,626

186,967

Net change in cash
$
5,729,038

$
2,230,168

 
$
(14,960,290
)
$
(380,758
)

Operating Activities

Net cash provided by operating activities was $40.6 million for the nine months ended September 30, 2017, compared to $23.1 million for the nine months ended September 30, 2016. The increase in operating cash flows was primarily attributable to the increase in revenue.

Net cash provided by operating activities was $16.6 million for the three months ended September 30, 2017, compared to $14.1 million for the three months ended September 30, 2016. The increase in operating cash flows was primarily attributable to timing of receivable collections with related parties.





44

Investing Activities
    
Net cash used in investing activities was $140.8 million for the nine months ended September 30, 2017, compared to $0.7 million for the nine months ended September 30, 2016. Net cash used in investing activities was $38.1 million for the three months ended September 30, 2017, compared to $1.7 million for the three months ended September 30, 2016. With the exception of the businesses acquired, substantially all cash used in investing activities was used to purchase property and equipment that is utilized to provide our services.

The following table summarizes our capital expenditures by operating division for the periods indicated:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Pressure pumping services (a)
$
19,580,804

 
$
335,312

 
$
72,982,713

 
$
1,262,854

Well services (b)
777,399

 
156,783

 
1,121,873

 
404,612

Natural sand proppant production (c)
4,927,935

 
359,656

 
7,897,818

 
522,267

Contract and directional drilling services (d)
2,356,885

 
1,069,381

 
8,257,702

 
1,492,476

Other energy services (e)
8,054,748

 
12,706

 
12,013,384

 
425,838

Net change in cash
$
35,697,771

 
$
1,933,838

 
$
102,273,490

 
$
4,108,047

(a).
Capital expenditures primarily for pressure pumping equipment for the three and nine months ended September 30, 2017 and 2016.
(b).
Capital expenditures primarily for equipment upgrades for the three and nine months ended September 30, 2017 and 2016.
(c).
Capital expenditures included a conveyor and plant additions for the three and nine months ended September 30, 2017 and 2016.
(d).
Capital expenditures primarily for upgrades to our rig fleet for the three and nine months ended September 30, 2017 and 2016.
(e).
Capital expenditures primarily for an intersection upgrade for the nine months ended September 30, 2016. Capital expenditures for the nine months ended September 30, 2017 represent property and equipment for energy infrastructure services.

Financing Activities

Net cash provided by financing activities was $85.1 million for the nine months ended September 30, 2017, compared to cash used in financing activities of $23.0 million for the nine months ended September 30, 2016. Net cash provided by financing activities was $27.2 million for the three months ended September 30, 2017, compared to cash used in financing activities of $10.3 million for the three months ended September 30, 2016. For the nine months ended September 30, 2017, cash provided by financing activities were used to fund the Chieftain, 5 Star and Higher Power Electrical, LLC acquisitions and to purchase property and equipment. For the nine months ended September 30, 2016, substantially all cash used in financing activities was used to pay down net borrowings under our credit facility.

Effect of Foreign Exchange Rate on Cash

The effect of foreign exchange rate on cash was $0.1 million and $0.2 million for the nine months ended September 30, 2017 and 2016, respectively. The effect of foreign rate on cash was $8.7 thousand for the three months ended September 30, 2017, compared to $0.1 million for the three months ended September 30, 2016. The year-over-year effect was driven primarily by a favorable (unfavorable) shift in the weakness (strength) of the Canadian dollar relative to the U.S. dollar for the cash held in Canadian accounts.

Working Capital

Our working capital totaled $47.8 million and $59.7 million at September 30, 2017 and December 31, 2016, respectively. Our cash balances totaled $14.3 million and $29.2 million at September 30, 2017 and December 31, 2016, respectively.

Our Revolving Credit Facility

On November 25, 2014, we entered into a $170.0 million revolving credit and security agreement with PNC Capital Markets LLC, as lead arranger, PNC Bank, National Association, as the administrative and collateral agent, and the lenders from time-to-time party thereto. Our revolving credit facility, as amended in connection with the IPO, matures on November 25, 2019. Borrowings under our revolving credit facility are secured by our and our subsidiaries’ assets. The maximum

45

availability for future borrowings under our revolving credit facility is subject to a borrowing base calculation prepared monthly.

Effective as of July 12, 2017, our revolving credit facility was amended, providing us with greater flexibility for permitted acquisitions and permitted indebtedness, increasing the maximum amount credited to the borrowing base for sand inventory and for in-transit inventory and increasing certain default thresholds from $5 million to $15 million.
Interest is payable monthly at a base rate set by the lead institution’s commercial lending group plus an applicable margin. Additionally, at our request, outstanding balances are permitted to be converted to LIBOR rate plus applicable margin tranches at set increments of $500,000. The LIBOR rate option allows us to select interest periods from one, two, three or six months. The applicable margin for either the base rate or the LIBOR rate option can vary from 1.5% to 3.0%, based upon a calculation of the excess availability of the line as a percentage of the maximum credit limit.

At September 30, 2017, $94.0 million of the total outstanding balance of $94.0 million under the facility was in a one month LIBOR rate option tranche with an interest rate of 3.99%. As of September 30, 2017, we had availability of $69.8 million under our revolving credit facility, which is net of letters of credit of $5.5 million.

Our revolving credit facility contains various customary affirmative and restrictive covenants. Among the covenants are two financial covenants, including a minimum interest coverage ratio (3.0 to 1.0), and a maximum leverage ratio (4.0 to 1.0), and minimum availability ($10.0 million). As of September 30, 2017 and December 31, 2016, we were in compliance with these covenants.

Capital Requirements and Sources of Liquidity

With commodity prices beginning to increase in the second half of 2016 and then stabilizing within their current range, we have seen an increase in customer demand, particularly in our pressure pumping and natural sand proppant services divisions. Our capital budget for 2017 increased substantially from our 2016 capital budget of approximately $11.3 million. Our expected 2017 full-year capital budget currently includes expenditures of $64.0 million in our pressure pumping services division for the acquisition of 132,500 horsepower of new high pressure hydraulic pumps and related equipment, $8.0 million in our pressure pumping service division for tractors, pneumatic trailers to enhance our last mile solutions, $25.0 million in our sand segment for plant capacity expansion projects, and $33.0 million for rig upgrades and additional equipment for our well services, contract and direction drilling services and other energy services divisions. During the first nine months ended September 30, 2017, we spent approximately $102.3 million on such capital expenditures, including $35.7 million during the third quarter of 2017, and an additional $42.0 million to complete business acquisitions. Due to the anticipated 120-day duration of the initial work to be performed under the contract signed by Cobra to aid in the restoration of the electric utility infrastructure in Puerto Rico, we intend to lease a majority of the equipment required to fulfill the contract. As a result, we do not anticipate a material increase in our announced $143.0 million capital expenditure budget for 2017.

We believe that our cash on hand, operating cash flow and available borrowings under our revolving credit facility will be sufficient to fund our operations for at least the next twelve months. However, future cash flows are subject to a number of variables, and significant additional capital expenditures could be required to conduct our operations. There can be no assurance that operations and other capital resources will provide cash in sufficient amounts to maintain planned or future levels of capital expenditures. Further, we continue to pursue our previously announced acquisition strategy to enhance our portfolio of products and services, market positioning and/or geographic presence. We regularly evaluate acquisition opportunities, and the number of opportunities coming to our attention has increased substantially since the IPO. However, we do not have a specific acquisition budget for 2017 since the timing and size of acquisitions cannot be accurately forecasted. Our acquisitions may be undertaken with cash, our common stock or a combination of cash, common stock and/or other consideration. In the event we make one or more additional acquisitions and the amount of capital required is greater than the amount we have available for acquisitions at that time, we could be required to reduce the expected level of capital expenditures and/or seek additional capital. If we seek additional capital for that or other reasons, we may do so through borrowings under our revolving credit facility, joint venture partnerships, asset sales, offerings of debt or equity securities or other means. We cannot assure you that this additional capital will be available on acceptable terms or at all. If we are unable to obtain funds we need, we may not be able to complete acquisitions that may be favorable to us or finance the capital expenditures necessary to conduct our operations.


46

Off-Balance Sheet Arrangements
Lease Obligations

We lease real estate, rail cars and other equipment under long-term operating leases with varying terms and expiration dates through 2025.

Minimum Purchase Commitments

We have entered into agreements with sand suppliers that contain minimum purchase obligations. Our failure to purchase the minimum tonnage specified would require us to pay shortfall fees. However, the minimum quantities set forth in the agreements are not in excess of our current expected future requirements.

Capital Spend Commitments

We have entered into agreements with suppliers to acquire capital equipment. These commitments are included in our 2017 capital budget discussed under the heading "Capital Requirements and Sources of Liquidity."

Aggregate future minimum lease payments under these agreements in effect at September 30, 2017 are as follows:
Year ended December 31:
 
Operating Leases
 
Capital Spend Commitments
 
Minimum Purchase Commitments
Remainder of 2017
 
$
3,377,429

 
$
26,847,278

 
$
3,556,655

2018
 
13,047,020

 
—

 
10,866,000

2019
 
10,533,906

 
—

 
10,866,000

2020
 
8,085,194

 
—

 
—

2021
 
5,744,808

 
—

 
—

Thereafter
 
6,189,124

 
—

 
—

 
 
$
46,977,481

 
$
26,847,278

 
$
25,288,655


Other Commitments

Subsequent to September 30, 2017, we entered into railcar lease agreements with aggregate commitments of $2.2 million.

Subsequent to September 30, 2017, we entered into a lease agreement for capital equipment with aggregate commitments of $3.4 million.

Subsequent to September 30, 2017, we entered into an agreement to purchase sand from an unrelated third party seller with aggregate commitments of $2.2 million.

On October 19, 2017, Cobra entered into a contract to aid in the restoration of utility infrastructure on the island of Puerto Rico. The contract provides for payments of up to $200.0 million, including an initial payment of $15.0 million at the time of signing. As of November 7, 2017, Cobra had entered into $32.7 million of commitments related to this contract and made prepayments and deposits of $12.6 million with respect to these commitments.


47

New Accounting Pronouncements
In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory,” which changes inventory measured using any method other than last-in, first-out (LIFO) or the retail inventory method (for example, inventory measured using first-in, first-out (FIFO) or average cost) at the lower of cost and net realizable value. ASU 2015-11 is effective for annual and interim reporting periods beginning after December 15, 2016, with early adoption permitted. On January 1, 2017, we adopted the ASU and it did not impact our condensed consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 supersedes existing revenue recognition requirements in GAAP and requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. Additionally, it requires expanded disclosures regarding the nature, amount, timing and certainty of revenue and cash flows from contracts with customers. The ASU was effective for annual and interim reporting periods beginning after December 15, 2016, using either a full or a modified retrospective application approach; however, in July 2015 the FASB decided to defer the effective date by one year (until 2018) by issuing ASU No. 2015-14, "Revenue From Contracts with Customers: Deferral of the Effective Date." We expect to adopt this new revenue guidance in the first quarter of 2018. Our review has indicated that the pressure pumping services and natural sand proppant segments contain contracts which could lead to changes in the timing of revenue recognition. Although we have not completed our review, we have made initial assessments of the impact on revenue and expenses. Based on these assessments, we currently do not expect a material impact to the results of operations, financial position and cash flows as a result of this guidance. We expect to complete our review of all remaining customer contracts and will make a final assessment in the fourth quarter of 2017. Our services are primarily short-term in nature, and we do not expect that the new revenue recognition standard will have a material impact on our financial statements upon adoption. We will adopt the new standard utilizing the modified retrospective method that will result in a cumulative effect adjustment as of January 1, 2018.

In February 2016, the FASB issued ASU No, 2016-2 “Leases” amending the current accounting for leases. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less.  All other leases will fall into one of two categories: (i) a financing lease or (ii) an operating lease. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, a sale will only be recognized if the criteria in the new revenue recognition standard are met. ASU 2016-2 is effective for fiscal years beginning after December 15, 2018, and interim periods within that fiscal year. Early adoption is permitted. Since a portion of our revenue may be subject to this new leasing guidance, we are evaluating the possibility of adopting this updated leasing guidance at the same time we adopt the new revenue standard discussed above, utilizing the retrospective method of adoption. This new leasing guidance will also impact us in situations where we are the lessee, and in certain circumstances we will have a right-of-use asset and lease liability on our consolidated financial statements. We are currently evaluating the effect the new guidance will have on our consolidated financial statements and results of operations.


48

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The demand, pricing and terms for oil and gas services provided by us are largely dependent upon the level of activity for the U.S. oil and natural gas industry. Industry conditions are influenced by numerous factors over which we have no control, including, but not limited to: the supply of and demand for oil and natural gas; the level of prices, and expectations about future prices of oil and natural gas; the cost of exploring for, developing, producing and delivering oil and natural gas; the expected rates of declining current production; the discovery rates of new oil and natural gas reserves; available pipeline and other transportation capacity; weather conditions; domestic and worldwide economic conditions; political instability in oil-producing countries; environmental regulations; technical advances affecting energy consumption; the price and availability of alternative fuels; the ability of oil and natural gas producers to raise equity capital and debt financing; and merger and divestiture activity among oil and natural gas producers.

The level of activity in the U.S. oil and natural gas exploration and production industry is volatile. Expected trends in oil and natural gas production activities may not continue and demand for our services may not reflect the level of activity in the industry. Any prolonged substantial reduction in oil and natural gas prices would likely affect oil and natural gas production levels and therefore affect demand for our services. A material decline in oil and natural gas prices or U.S. activity levels could have a material adverse effect on our business, financial condition, results of operations and cash flows. Recently, demand for our services has been strong and we are continuing our past practice of committing our equipment on a short-term or day-to-day basis.

Interest Rate Risk

We had a cash and cash equivalents balance of $14.3 million at September 30, 2017. We do not enter into investments for trading or speculative purposes. We do not believe that we have any material exposure to changes in the fair value of these investments as a result of changes in interest rates. Declines in interest rates, however, will reduce future income.

At September 30, 2017, we had $94.0 million outstanding under this facility with weighted average interest rate of 3.99%. A 1% increase or decrease in the interest rate at that time would have increased or decreased our interest expense by approximately $0.9 million per year. We do not currently hedge our interest rate exposure.

Foreign Currency Risk

Our remote accommodation business, which is included in our other energy services segment, generates revenue and incurs expenses that are denominated in the Canadian dollar. These transactions could be materially affected by currency fluctuations. Changes in currency exchange rates could adversely affect our consolidated results of operations or financial position. We also maintain cash balances denominated in the Canadian dollar. At September 30, 2017, we had $3.0 million of cash, in Canadian dollars, in Canadian accounts. A 10% increase in the strength of the Canadian dollar versus the U.S. dollar would have resulted in an increase in pre-tax income of approximately $0.2 million as of September 30, 2017. Conversely, a corresponding decrease in the strength of the Canadian dollar would have resulted in a comparable decrease in pre-tax income. We have not hedged our exposure to changes in foreign currency exchange rates and, as a result, could incur unanticipated translation gains and losses.

Seasonality

We provide completion and production services primarily in the Utica, Permian Basin, Eagle Ford, Marcellus, SCOOP, STACK, Granite Wash, Cana Woodford and Cleveland sand resource plays located in the continental U.S. We also provide remote accommodation services in the oil sands in Alberta, Canada. We serve these markets through our facilities and service centers that are strategically located to serve resource plays in Ohio, Oklahoma, Wisconsin, Minnesota, and Alberta, Canada. For the nine months ended September 30, 2017 and 2016, we generated approximately 81% and 85%, respectively, of our revenue from our operations in Ohio, Wisconsin, Minnesota, Pennsylvania, West Virginia and Canada where weather conditions may be severe. As a result, our operations may be limited or disrupted, particularly during winter and spring months, in these geographic regions, which would have a material adverse effect on our financial condition and results of operations. Our operations in Oklahoma and Texas are generally not affected by seasonal weather conditions.


49

Item 4. Controls and Procedures

Evaluation of Disclosure Control and Procedures

Under the direction of our Chief Executive Officer and Chief Financial Officer, we have established disclosure controls and procedures, as defined in Rule 13a-15(e) and d under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The disclosure controls and procedures are also intended to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

As of September 30, 2017, an evaluation was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2017, our disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) that occurred during the quarter ended September 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


50

PART II. OTHER INFORMATION
Item 1. Legal Proceedings

We are routinely involved in state and local tax audits. During 2015, the State of Ohio assessed taxes on the purchase of equipment we believe is exempt under state law. We have appealed the assessment and a hearing was scheduled for November 30, 2016. In November 2016, the State of Ohio deferred the hearing until April 2017. While we are not able to predict the outcome of the appeal, this matter is not expected to have a material adverse effect on our financial position or results of operations.

Due to the nature of our business, we are, from time to time, involved in other routine litigation or subject to disputes or claims related to our business activities, including workers’ compensation claims and employment related disputes. In the opinion of our management, none of the pending litigation, disputes or claims against us, if decided adversely, will have a material adverse effect on our financial condition, cash flows or results of operations.

See Part I, Item 1. Note 13 of this Report.

Item 1A. Risk Factors

Security holders and potential investors in our securities should carefully consider the risk factors set forth below and in our Annual Report on Form 10-K (Commission File No. 001-37917) filed with the SEC on February 24, 2017, together with the information set forth in our subsequent Quarterly Reports on Form 10-Q, current reports on Form 8-K and other materials we file with the SEC. 

Other than set forth below, there have been no material changes to the Risk Factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016 or our subsequent quarterly reports on Form 10-Q.

One of our energy services subsidiaries recently entered into a contract with the Puerto Rico Electric Power Authority, or PREPA, which provides for payments to us of up to $200.0 million.  PREPA is currently subject to pending bankruptcy proceeding.  In the event that PREPA does not have or does not obtain the funds necessary to satisfy its payment obligations to our subsidiary under the contract or terminates the contract prior to the end of the contract term, our financial condition, results of operations and cash flows could be materially and adversely affected.

On October 19, 2017, our energy services subsidiary Cobra Acquisitions LLC, or Cobra, and PREPA entered into an energy master services agreement for repairs to PREPA's electrical grid as a result of Hurricane Maria.  The one-year contract provides for payments of up to $200.0 million, including an initial payment of $15.0 million.  As of November 7, 2017, Cobra had entered into $32.7 million of commitments related to this contract and made prepayments and deposits of $12.6 million with respect to these commitments.  PREPA is currently subject to bankruptcy proceedings pending in the U.S. District Court for the District of Puerto Rico. As a result, PREPA's ability to meet its payment obligations under the contract will be largely dependent upon funding from the Federal Emergency Management Agency, or FEMA, or other sources.  PREPA's contracting practices in connection with restoration and repair of PREPA's electrical grid in Puerto Rico, and the terms of certain of those contracts, have been subject to critical comment and are the subject of review and hearings by U.S. federal and Puerto Rican governmental entities. Recently, a contract for restoration and repair services entered into by PREPA with an unrelated third party was terminated by PREPA.   In the event that PREPA does not have or does not obtain the funds necessary to satisfy its obligations to Cobra under the contract or terminates the contract prior to the end of the contract term, our financial condition, results of operations and cash flows could be materially and adversely affected.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On June 5, 2017, we issued an aggregate of 7.0 million shares of our common stock to the contributors under the Contribution Agreements as consideration for all outstanding membership interests in Sturgeon, Stingray Energy and Stingray Cementing acquired. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations —— Second Quarter 2017 Highlights.” These shares of our common stock were issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(2) of the Securities Act as sales by an issuer not involving any public offering

Item 4. Mine Safety Disclosures

Our operations are subject to the Federal Mine Safety and Health Act of 1977, as amended by the Mine Improvement and New Emergency Response Act of 2006, which imposes stringent health and safety standards on numerous aspects of mineral extraction and processing operations, including the training of personnel, operating procedures, operating equipment and other matters. Our failure to comply with such standards, or changes in such standards or the interpretation or enforcement thereof, could have a material adverse effect on our business and financial condition or otherwise impose significant restrictions on our ability to conduct mineral extraction and processing operations. Following passage of The Mine Improvement and New Emergency Response Act of 2006, MSHA significantly increased the numbers of citations and orders charged against mining operations.  The dollar penalties assessed for citations issued has also increased in recent years.  Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95.1 to this Report.


51

Item 5. Other Information

Not applicable.


52
MAMMOTH ENERGY SERVICES, INC.



Item 6. Exhibits

The following exhibits are filed as a part of this report:
 
 
 
 
Incorporated By Reference
 
 
 
Exhibit Number
 
Exhibit Description
 
Form
 
Commission File No.
 
Filing Date
 
Exhibit No.
 
Filed Herewith
Furnished Herewith
2.1#
 
Amended and Restated Contribution Agreement by and among MEH Sub LLC, Gulfport Energy Corporation, Rhino Exploration LLC, Mammoth Energy Partners LLC and Mammoth Energy Services, Inc. dated as of May 12, 2017
 
DEF
14C
 
001-37917
 
5/15/2017
 
A-1
 
 
 
2.2#
 
Amended and Restated Contribution Agreement by and among MEH Sub LLC, Gulfport Energy Corporation, Mammoth Energy Partners LLC and Mammoth Energy Services, Inc. dated as of May 12, 2017
 
DEF
14C
 
001-37917
 
5/15/2017
 
A-2
 
 
 
2.3#
 
Amended and Restated Contribution Agreement by and among MEH Sub LLC, Gulfport Energy Corporation, Mammoth Energy Partners LLC and Mammoth Energy Services, Inc. dated as of May 12, 2017
 
DEF
14C
 
001-37917
 
5/15/2017
 
A-3
 
 
 
3.1
 
Amended and Restated Certificate of Incorporation of the Company
 
8-K
 
001-37917
 
11/15/2016
 
3.1
 
 
 
3.2
 
Amended and Restated Bylaws of the Company
 
8-K
 
001-37917
 
11/15/2016
 
3.2
 
 
 
4.1
 
Specimen Certificate for shares of common stock, par value $0.01 per share, of the Company
 
S-1/A
 
333-213504
 
10/3/2016
 
4.1
 
 
 
4.2
 
Registration Rights Agreement, dated October 12, 2016, by and between the Company and Mammoth Energy Holdings, LLC
 
8-K
 
001-37917
 
11/15/2016
 
4.1
 
 
 
4.3
 
Investor Rights Agreement, dated October 12, 2016, by and between the Company and Gulfport Energy Corporation
 
8-K
 
001-37917
 
11/15/2016
 
4.2
 
 
 
4.4
 
Registration Rights Agreement, dated October 12, 2016, by and between the Company and Rhino Exploration LLC
 
8-K
 
001-37917
 
11/15/2016
 
4.3
 
 
 
10.1
 
Second Amendment to Revolving Credit and Security Agreement, dated as of July 12, 2017 among Mammoth Energy Services, Inc. and its subsidiaries.
 
 
 
 
 
 
 
 
 
X
 
 
Emergency Master Service Agreement for PREPA’s Electrical Grid Repairs-Hurricane Maria, executed on October 19, 2017, by the Puerto Rico Electric Power Authority (PREPA) and Cobra Acquisitions LLC.
 
 
 
 
 
 
 
 
 
X
 
 
Amendment No. 1 to Emergency Master Service Agreement for PREPA’s Electrical Grid Repairs-Hurricane Maria, executed on November 1, 2017, by the Puerto Rico Electric Power Authority (PREPA) and Cobra Acquisitions LLC.
 
 
 
 
 
 
 
 
 
X
 
 
Certification of Chief Executive Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934.
 
 
 
 
 
 
 
 
 
X
 
 
Certification of Chief Financial Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934.
 
 
 
 
 
 
 
 
 
X
 
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
 
 
 
 
 
X
 
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
 
 
 
 
 
X
 
 
Mine Safety Disclosure Exhibit
 
 
 
 
 
 
 
 
 
X
 
101.1
 
Interactive data files pursuant to Rule 405 of Regulation S-T.
 
 
 
 
 
 
 
 
 
 
 

#
The schedules (or similar attachments) referenced in this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished supplementally to the Securities and Exchange Commission.



53
MAMMOTH ENERGY SERVICES, INC.



Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
 
 
 
MAMMOTH ENERGY SERVICES, INC.
Date:
November 13, 2017
 
By:
 
/s/ Arty Straehla
 
 
 
 
 
Arty Straehla
 
 
 
 
 
Chief Executive Officer
 
 
 
 
 
 
Date:
November 13, 2017
 
By:
 
/s/ Mark Layton
 
 
 
 
 
Mark Layton
 
 
 
 
 
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 


54