Quarterly report pursuant to Section 13 or 15(d)

Basis of Presentation and Significant Accounting Policies

v3.21.2
Basis of Presentation and Significant Accounting Policies
6 Months Ended
Jun. 30, 2021
Accounting Policies [Abstract]  
Basis of Presentation and Significant Accounting Policies Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries and the variable interest entities (“VIE”) for which the Company is the primary beneficiary. All material intercompany accounts and transactions have been eliminated.

This report has been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, and reflects all adjustments, which in the opinion of management are necessary for the fair presentation of the results for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a normal, recurring nature. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the summary of significant accounting policies and notes thereto included in the Company’s most recent annual report on Form 10-K.
Accounts Receivable
Accounts receivable include amounts due from customers for services performed or goods sold. The Company grants credit to customers in the ordinary course of business and generally does not require collateral. Prior to granting credit to customers, the Company analyzes the potential customer's risk profile by utilizing a credit report, analyzing macroeconomic factors and using its knowledge of the industry, among other factors. Most areas in the continental United
States in which the Company operates provide for a mechanic’s lien against the property on which the service is performed if the lien is filed within the statutorily specified time frame. Customer balances are generally considered delinquent if unpaid by the 30th day following the invoice date and credit privileges may be revoked if balances remain unpaid. Interest on delinquent accounts receivable is recognized in other income when chargeable and collectability is reasonably assured.

During the period October 2017 through March 2019, the Company provided infrastructure services in Puerto Rico under master services agreements entered into by Cobra Acquisitions LLC (“Cobra”), one of the Company's subsidiaries, with the Puerto Rico Electric Power Authority (“PREPA”) to perform repairs to PREPA’s electrical grid as a result of Hurricane Maria. During the three and six months ended June 30, 2021 and three and six months ended June 30, 2020, the Company charged interest on delinquent accounts receivable pursuant to the terms of its agreements with PREPA totaling $9.0 million and $17.7 million, respectively, and $7.9 million and $15.6 million, respectively. These amounts are included in “other (expense) income, net” on the unaudited condensed consolidated statement of comprehensive loss. Included in “accounts receivable, net” on the unaudited condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020 were interest charges of $91.9 million and $74.3 million, respectively.

The Company regularly reviews receivables and provides for expected 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 condition of customers changes, circumstances develop, or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. In the event the Company expects that a customer may not be able to make required payments, the Company would increase the allowance through a charge to income in the period in which that determination is made. If it is determined that previously reserved amounts are collectible, the Company would decrease the allowance through a credit to income in the period in which that determination is made. Uncollectible accounts receivable are periodically charged against the allowance for doubtful accounts once a final determination is made regarding their collectability.

Following is a roll forward of the allowance for doubtful accounts for the year ended December 31, 2020 and the six months ended June 30, 2021 (in thousands):

Balance, January 1, 2020 $ 5,154 
Additions charged to bad debt expense 22,705 
Additions charged to other selling, general and administrative expense 3,950 
Additions charged to other (expense) income, net - related parties 1,427 
Recoveries of receivables previously charged to bad debt expense (747)
Deductions for uncollectible receivables written off (2,350)
Balance, December 31, 2020 30,139 
Additions charged to bad debt expense 10,339 
Additions charged to revenue 27,071 
Additions charged to other selling, general and administrative expense 246 
Additions charged to other (expense) income, net - related parties 515 
Additions charged to other (expense) income, net 67 
Recoveries of receivables previously charged to bad debt expense (138)
Deductions for uncollectible receivables written off (1,211)
Balance, June 30, 2021 $ 67,028 
The Company's subsidiaries Stingray Pressure Pumping LLC (“Stingray Pressure Pumping”) and Muskie Proppant LLC (“Muskie”) were party to a pressure pumping contract and a sand supply contract, respectively, with Gulfport Energy Corporation (“Gulfport”). On November 13, 2020, Gulfport filed petitions for voluntary relief under chapter 11 of the Bankruptcy Code. On May 17, 2021, Gulfport emerged from bankruptcy. As of November 13, 2020, Gulfport owed the Company approximately $46.9 million, which included interest charges of $3.3 million and attorneys’ fees of $1.8 million. FASB ASC 326, Financial Instruments-Credit Losses, requires a company to reflect its current estimate of all expected credit losses. As a result, the Company recorded reserves on its pre-petition receivables due from Gulfport for products and services, interest and attorneys’ fees of $19.4 million, $1.4 million and $1.8 million, respectively, during the year ended December 31, 2020. On March 22, 2021, Gulfport listed the Stingray Pressure Pumping and Muskie contracts on its master rejection schedule filed with the bankruptcy court. As a result of the rejection of these contracts, the Company recognized unliquidated damages of approximately $46.4 million. During the six months ended June 30, 2021, the Company recorded reserves on these unliquidated damages as a reduction to revenue of $27.1 million and to bad debt expense of $3.8 million. Additionally, the Company recorded additional reserves on its pre-petition products and services and interest receivables of $6.1 million and $0.5 million, respectively, during the six months ended June 30, 2021. The Company had net accounts receivable due from Gulfport totaling $33.0 million as of June 30, 2021, which is included in “accounts receivable, net” on the unaudited condensed consolidated balance sheets. See Note 3.

A hearing on the Stingray Pressure Pumping proof of claim against Gulfport subsidiary Gulfport Appalachia, LLC (“Gulfport Appalachia”) was held on April 7, 2021. The Court issued an interim order on April 22, 2021 that Gulfport Appalachia is not liable to Stingray Pressure Pumping, except with respect for services provided to Gulfport Appalachia from August 31, 2015 to September 30, 2018 under the Master Services Agreement for Pressure Pumping Services (“MSA”). On April 22, 2021, the Court issued an interim order documenting its finding at the April 7, 2021 hearing related to Gulfport Appalachia. The Court's order stated that Gulfport was the debtor entity that Stingray Pressure Pumping could pursue a claim against for all other unpaid amounts for services provided under Stingray Pressure Pumping's MSA with Gulfport and Gulfport Appalachia. On May 5, 2021, Stingray Pressure Pumping filed a notice of appeal, leave for motion to file appeal and election to proceed in district court. On May 10, 2021, the leave for interlocutory appeal was granted by the district court. In the April 22, 2021 order, the Court made no determination as to Gulfport’s liability to Stingray Pressure Pumping pursuant to or arising from the MSA, which remains subject to further proceedings before the Court. These proceedings are currently scheduled for hearing in September 2021. The net accounts receivable due from Gulfport totaling $33.0 million as of June 30, 2021, includes $32.7 million that the Company believes Gulfport and Gulfport Appalachia are jointly liable for under the MSA and subsequent amendments in 2016 and 2018. See Note 18.

Additionally, the Company has made specific reserves consistent with Company policy which resulted in additions to allowance for doubtful accounts totaling $0.4 million and $3.3 million, respectively, for the six months ended June 30, 2021 and year ended December 31, 2020. These additions were charged to bad debt expense based on the factors described above. Also, during the six months ended June 30, 2021 and year ended December 31, 2020, the Company recorded additions to allowance for doubtful accounts of $0.2 million and $2.2 million, respectively, related to insurance claim receivables for its directors and officers liability policy. The Company will continue to pursue collection until such time as final determination is made consistent with Company policy.

As of June 30, 2021, PREPA owed Cobra approximately $227.0 million for services performed, excluding $91.9 million of interest charged on these delinquent balances as of June 30, 2021. The Company believes these receivables are collectible. PREPA, however, is currently subject to bankruptcy proceedings, which were filed in July 2017 and are currently pending in the U.S. District Court for the District of Puerto Rico. As a result, PREPA's ability to meet its payment obligations is largely dependent upon funding from the Federal Emergency Management Agency (“FEMA”) or other sources. On September 30, 2019, Cobra filed a motion with the U.S. District Court for the District of Puerto Rico seeking recovery of the amounts owed to Cobra by PREPA, which motion was stayed by the court. On March 25, 2020, Cobra filed an urgent motion to modify the stay order and allow the recovery of approximately $61.7 million in claims related to a tax gross-up provision contained in the emergency master service agreement, as amended, that was entered into with PREPA on October 19, 2017. This emergency motion was denied on June 3, 2020 and the court extended the stay of our motion. On December 9, 2020, the Court again extended the stay of our motion and directed PREPA to file a status motion by June 7, 2021. On April 6, 2021, Cobra filed a motion to lift the stay order. Following this filing, PREPA initiated discussion, which resulted in PREPA and Cobra filing a joint motion to adjourn all deadlines relative to the April 6, 2021 motion until the June 16, 2021 omnibus hearing as a result of PREPA’s understanding that FEMA will release a report in the near future relating to the emergency master service agreement between PREPA and Cobra that was executed on October 19, 2017. The joint motion was granted by the court on April 14, 2021. On May 26, 2021, FEMA issued a Determination Memorandum related to the first contract between Cobra and PREPA in which, among other things, FEMA
raised two contract compliance issues and, as a result, concluded that approximately $47 million in costs were not authorized costs under the contract. On June 14, 2021, the Court issued an order adjourning Cobra's motion to lift the stay order to a hearing on August 4, 2021 and directing Cobra and PREPA to meet and confer in good faith concerning (i) the May 26, 2021 Determination Memorandum issued by FEMA and (ii) whether and when a second determination memorandum is expected. The parties were further directed to file an additional status report, which was filed on July 20, 2021. On July 23, 2021, with the aid of Mammoth, PREPA filed an appeal of the entire $47 million that FEMA de-obligated in the May 26, 2021 Determination Memorandum. In the event PREPA (i) does not have or does not obtain the funds necessary to satisfy its obligations to Cobra under the contracts, (ii) obtains the necessary funds but refuses to pay the amounts owed to the Company or (iii) otherwise does not pay amounts owed to the Company for services performed, the receivable may not be collectible.

Concentrations of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents in excess of federally insured limits and trade receivables. Following is a summary of our significant customers based on percentages of total accounts receivable balances at June 30, 2021 and December 31, 2020 and percentages of total revenues derived for the three and six months ended June 30, 2021 and 2020:
REVENUES ACCOUNTS RECEIVABLE
Three Months Ended June 30, Six Months Ended June 30, At June 30, At December 31,
2021 2020 2021 2020 2021 2020
Customer A(a)
—  % —  % —  % —  % 77  % 71  %
Customer B(b)
—  % 17  % 15 % 19  % % %
Customer C(c)
10  % % 11  % 11  % % %
Customer D(d)
25  % —  % 11  % —  % % —  %
Customer E(e)
% 11  % % % —  % —  %
a.Customer A is a third-party customer. The accounts receivable balances from Customer A were derived from the Company's infrastructure services segment. Accounts receivable for Customer A also includes receivables due for interest charged on delinquent accounts receivable.
b.Customer B was a related-party customer until June 29, 2021. Revenues earned from this customer prior to June 29, 2021 are included in services revenue - related parties and product revenue - related parties on the unaudited condensed consolidated statements of comprehensive loss. The related accounts receivable are included in accounts receivable, net on the unaudited condensed consolidated balance sheet at June 30, 2021 and receivables due from related parties, net at December 31, 2020. Revenues and the related accounts receivable balances earned from Customer B were derived from the Company's well completion services segment, natural sand proppant services segment and other businesses. Accounts receivable for Customer B also includes receivables due for interest charged on delinquent accounts receivable.
c.Customer C is a third-party customer. Revenues and the related accounts receivable balances earned from Customer C were derived from the Company's infrastructure services segment.
d.Customer D is a third-party customer. Revenues and the related accounts receivable balances earned from Customer D were derived from the Company's well completion services segment.
e.Customer E is a third-party customer. Revenues earned from Customer E were derived from the Company's well completion services segment and equipment rental business.

Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents, trade receivables, trade payables, amounts receivable or payable to related parties and long-term debt. The carrying amount of cash and cash equivalents, trade receivables, receivables from related parties and trade payables 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.