Acquisition of Stingray Entities (Tables)
|
12 Months Ended |
Dec. 31, 2016 |
|---|
| Business Combinations [Abstract] |
|
| Schedule of Business Acquisitions by Acquisition, Contingent Consideration |
At the acquisition date, the components of the consideration transferred were as follows:
|
|
|
|
|
|
|
|
|
Consideration attributable to Stringray Pressure Pumping LLC (1)
|
|
$ |
176,910,000 |
|
Consideration attributable to Stringray Logistics LLC (1)
|
|
6,720,000 |
|
Total consideration transferred |
|
$ |
183,630,000 |
|
|
|
(1) |
See Summary of acquired assets and liabilities below |
|
| Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pressure Pumping |
Logistics |
|
Total |
Cash and cash equivalents |
|
$ |
6,930,597 |
|
$ |
128,471 |
|
|
$ |
7,059,068 |
|
Accounts receivable |
|
25,904,279 |
|
2,164,859 |
|
|
28,069,138 |
|
Inventories |
|
1,205,059 |
|
— |
|
|
1,205,059 |
|
Other current assets |
|
2,800,125 |
|
83,892 |
|
|
2,884,017 |
|
Property, plant and equipment(1)
|
|
98,746,182 |
|
2,783,700 |
|
|
101,529,882 |
|
Identifiable intangible assets - customer relationships(2)
|
|
33,610,000 |
|
— |
|
|
33,610,000 |
|
Identifiable intangible assets - trade names(2)
|
|
6,880,000 |
|
230,000 |
|
|
7,110,000 |
|
Goodwill(3)
|
|
82,867,545 |
|
3,175,603 |
|
|
86,043,148 |
|
Other Assets |
|
207,057 |
|
4,000 |
|
|
211,057 |
|
Total assets acquired |
|
$ |
259,150,844 |
|
$ |
8,570,525 |
|
|
$ |
267,721,369 |
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ |
33,428,913 |
|
$ |
729,181 |
|
|
$ |
34,158,094 |
|
Income taxes payable |
|
115,000 |
|
$ |
5,000 |
|
|
120,000 |
|
Long-term debt |
|
48,696,931 |
|
$ |
1,116,344 |
|
|
49,813,275 |
|
Total liabilities assumed |
|
$ |
82,240,844 |
|
$ |
1,850,525 |
|
|
$ |
84,091,369 |
|
Net assets acquired |
|
$ |
176,910,000 |
|
$ |
6,720,000 |
|
|
$ |
183,630,000 |
|
|
|
(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. Contractual and non-contractual customer relationships were valued using a "Multi-period excess earnings" method. Identifiable intangible assets will be amortized over 4-10 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. |
|
| Business Acquisition, Pro Forma Information |
Since the acquisition date, the businesses acquired have provided the following earnings activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016 |
|
2015 |
|
2014 |
|
|
Pressure Pumping |
Logistics |
|
Pressure Pumping |
Logistics |
|
Pressure Pumping |
Logistics |
Revenues |
|
$ |
123,736,030 |
|
$ |
4,393,991 |
|
|
$ |
166,869,663 |
|
$ |
5,922,131 |
|
|
$ |
17,731,317 |
|
$ |
635,024 |
|
Eliminations (1)
|
|
(4,350 |
) |
(4,349,075 |
) |
|
— |
|
(5,922,131 |
) |
|
— |
|
(635,024 |
) |
Revenues in consolidation |
|
123,731,680 |
|
44,916 |
|
|
166,869,663 |
|
— |
|
|
17,731,317 |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
(2,207,333 |
) |
(367,927 |
) |
|
(4,870,645 |
) |
630,999 |
|
|
(1,612,370 |
) |
97,525 |
|
Eliminations (2)
|
|
4,802,981 |
|
(4,341,053 |
) |
|
9,013,897 |
|
(5,922,131 |
) |
|
1,051,191 |
|
(635,024 |
) |
Net income (loss) in consolidation |
|
2,595,648 |
|
(4,708,980 |
) |
|
4,143,252 |
|
(5,291,132 |
) |
|
(561,179 |
) |
(537,499 |
) |
|
|
(1) |
Eliminations related to work performed on behalf of Stingray Pressure Pumping and Stingray Logistics |
|
|
(2) |
Eliminations relate to work performed on behalf of Stingray Pressure Pumping in addition to services provided by other Mammoth affiliates. |
The following table presents unaudited 2014 pro forma information for the Company as if the acquisition had occurred as of January 1, 2014:
|
|
|
|
|
|
|
|
2014 |
Revenues |
|
$ |
381,868,708 |
|
Net loss |
|
(9,438,437 |
) |
Since the acquisition date, the businesses acquired have provided the following earnings activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016 |
|
2015 |
|
2014 |
Revenues |
|
$ |
16,069,976 |
|
|
$ |
24,262,672 |
|
|
$ |
34,698,597 |
|
Net income (loss) |
|
(7,409,865 |
) |
|
609,069 |
|
|
6,873,499 |
|
The following table presents unaudited 2014 pro forma information for the Company as if the acquisition had occurred as of January 1, 2014:
|
|
|
|
|
|
|
|
2014 |
Revenues |
|
$ |
262,461,809 |
|
Net loss |
|
(966,952 |
) |
|