MAMMOTH ENERGY SERVICES, INC. (TUSK) FY 2024 MD&A
This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in Item 1A. “Risk Factors” and the section entitled “Forward-Looking Statements” appearing elsewhere in this annual report.
Overview
We are an integrated, growth-oriented energy services company focused on providing products and services to enable the exploration and development of North American onshore unconventional oil and natural gas reserve as well as the construction and repair of the electric grid for private utilities, public investor-owned utilities and co-operative utilities through our infrastructure services businesses. Our primary business objective is to grow our operations and create value for stockholders through organic growth opportunities and accretive acquisitions. Our suite of services includes well completion services, infrastructure services, natural sand proppant services and other services. Our well completion services division provides hydraulic fracturing, sand hauling and water transfer services. Our infrastructure services division provides engineering, design, construction, upgrade, maintenance and repair services to the electrical infrastructure industry. Our natural sand proppant services division mines, processes and sells natural sand proppant used for hydraulic fracturing. In addition to these service divisions, we also provide directional drilling services, aviation services, equipment rentals, remote accommodations and equipment manufacturing. 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 as well as in maintaining and improving electrical infrastructure. Our complementary suite of services provides us with the opportunity to cross-sell our services and expand our customer base and geographic positioning.
We continue to focus on growing our industrial business. We offer infrastructure engineering services focused on the transmission and distribution industry and also have equipment manufacturing operations and offer fiber optic services. Our equipment manufacturing operations provide us with the ability to repair much of our existing equipment in-house, as well as the option to manufacture certain new equipment we may need in the future. Our fiber optic services include the installation of both aerial and buried fiber. We are continuing to explore other opportunities to expand our industrial business lines.
Our revenues, operating (loss) income and identifiable assets are primarily attributable to three reportable segments: well completion services; infrastructure services; and natural sand proppant services. Prior to 2024, we included Bison Drilling and Field Services, LLC, or Bison Drilling, and Panther Drilling Systems LLC, or Panther, in our drilling reportable segment. Based on our assessment of FASB ASC 280, Segment Reporting, guidance at December 31, 2024, we changed our presentation in 2024 to move Bison Drilling and Panther to the reconciling column titled “All Other”. On December 13, 2024, Anaconda Rentals LLC, Aquahawk Energy LLC, or Aquahawk, Barracuda Logistics LLC, or Barracuda, Bison Sand Logistics LLC, or Bison Sand, IFX Transport LLC, Ivory Freight Solutions LLC, Redback Coil Tubing LLC, Redback Energy Services LLC, Redback Pumpdown Services LLC, or Redback Pumpdown, Stingray Cementing LLC and WTL Oil LLC were merged into Orca Energy Services LLC (“Orca”), a wholly-owned subsidiary of Mammoth Energy Partners, LLC. Prior to 2024, Aquahawk, Bison Sand and Redback Pumpdown were included in our well completion segment and Barracuda was included in our natural sand proppant services segment. Due to the merger of these entities into Orca, the results for Aquahawk, Bison Sand, Redback Pumpdown and Barracuda are now included in the reconciling column titled “All Other”. The results for the year ended December 31, 2023 have been retroactively adjusted to reflect these changes. Since the dates presented below, we have conducted our operations through the following entities:
Well Completion Services Segment
•Stingray Pressure Pumping LLC—March 2012
•Silverback Energy LLC—November 2012
•Mr. Inspections LLC—January 2015
•Mammoth Equipment Leasing LLC—November 2016
Infrastructure Services Segment
•Cobra Acquisitions LLC, or Cobra—January 2017
•Lion Power Services LLC, formerly Cobra Energy LLC—January 2017
•Higher Power Electrical LLC—April 2017
•5 Star Electric LLC—July 2017
•Python Equipment LLC—December 2018
54
•Aquawolf LLC—September 2019
•Falcon Fiber Solutions LLC—May 2021
Natural Sand Proppant Services Segment
•Muskie Proppant LLC—September 2011
•Piranha Proppant LLC—May 2017
•Sturgeon Acquisitions LLC—June 2017
•Taylor Frac, LLC—June 2017
•Taylor Real Estate Investments, LLC—June 2017
•South River Road, LLC—June 2017
Other
•Great White Sand Tiger Lodging Ltd.—October 2007
•Bison Drilling and Field Services, LLC—November 2010
•Panther Drilling Systems LLC—December 2012
•Bison Trucking—August 2013
•Mammoth Energy Services Inc.—June 2016
•Mammoth Energy Partners, LLC—October 2016
•Mako Acquisitions LLC—March 2017
•Stingray Energy Services LLC, or Stingray Energy Services—June 2017
•Tiger Shark Logistics LLC—October 2017
•Cobra Aviation Services LLC—January 2018
•Dire Wolf Energy Services LLC—January 2018
•Black Mamba Energy LLC—March 2018
•Stingray Cementing and Acidizing LLC, formerly RTS Energy Services LLC—June 2018
•Air Rescue Systems LLC (“ARS”)—December 2018 through July 13, 2023
•Leopard Aviation LLC—April 2019
•Predator Aviation LLC—April 2019
•Anaconda Manufacturing LLC—September 2019
•Orca Energy Services LLC—December 2024
On July 13, 2023, the Company sold its equity interests in ARS. Activity for ARS through the date of sale is included in the accompanying results of operations.
2024 Financial Overview and Highlights
•Net loss of $207.3 million, or $4.31 per diluted share, for the year ended December 31, 2024 as compared to net loss of $3.2 million, or $0.07 per diluted share, for the year ended December 31, 2023. Net loss for the year ended December 31, 2024 includes a non-cash, pre-tax charge of approximately $170.7 million, of which $89.2 million was charged to credit loss expense and $81.5 million was charged to interest on delinquent accounts receivable in relation to the Settlement Agreement with PREPA.
•Adjusted EBITDA of ($167.5) million for the year ended December 31, 2024 as compared to $71.0 million for the year ended December 31, 2023. See “Non-GAAP Financial Measures” below for a reconciliation of net loss to Adjusted EBITDA. Adjusted EBITDA for the year ended December 31, 2024 includes a non-cash, pre-tax charge of approximately $170.7 million, of which $89.2 million was charged to credit loss expense and $81.5 million was charged to interest on delinquent accounts receivable in relation to the Settlement Agreement with PREPA.
•Net cash flow provided by operating activities was $180.7 million for the year ended December 31, 2024 as compared to $31.4 million for the year ended December 31, 2023.
•Received the first two installment payments under the settlement agreement with PREPA, with $150 million paid to Cobra on October 1, 2024 and, subject to Cobra having provided the indemnity letter of credit to PREPA, $18.4 million paid to Cobra on October 18, 2024.
•Paid, in full, all amounts owed under our term credit facility and terminated the facility on October 2, 2024.
55
Overview of Our Industries
Oil and Natural Gas Industry
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 budgets. 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, storage capacity, shortages of equipment and materials and other conditions and factors that are beyond our control.
Demand for most of our oil and natural gas products and services depends substantially on the level of expenditures by companies in the oil and natural gas industry. The levels of capital expenditures of our customers are driven by many factors, including the prices of oil and natural gas. Throughout 2023, pricing for crude oil and natural gas declined from levels seen in 2022, which slowed down completion activities for our customers, in particular, in the Utica and Marcellus Shale natural gas plays, and, as a result, reduced demand for our well completion services. Throughout 2024, we continued to experience persistent challenges in our well completion business and other oilfield services associated with lower U.S. onshore activity and sustained weakness in the natural gas basins in which we operate. We expect 2025 completions activity to be relatively steady, with the potential for upside compared to 2024 driven by incremental demand associated with natural gas. Positive trends that may contribute to increased activity will come from LNG export capacity coming online and general electricity and power demand enhancements. We will be strategically positioned to capitalize on this anticipated demand if and when it ramps up.
In response to market conditions and reduced demand, we idled our cementing and acidizing operations and flowback operations beginning in July 2019, our contract drilling operations beginning in December 2019, our rig hauling operations beginning in April 2020, our coil tubing, pressure control and full service transportation operations beginning in July 2020 and our crude oil hauling operations beginning in July 2021. We continue to monitor the market to determine if and when we can recommence these services.
Natural Sand Proppant Industry
Increased demand from oil and gas companies in 2022 resulted in higher demand and pricing for our sand compared to 2021, which continued throughout the first quarter of 2023. Demand for our natural sand proppant was adversely impacted in the second quarter of 2023 by the wildfires in Canada, which hindered our ability to transport sand. As discussed above, pricing for crude oil and natural gas declined from levels seen in 2022, which slowed down completion activities and adversely impacted demand for our sand proppant services in the second half of 2023. Activity remained suppressed throughout 2024. As discussed above, we expect 2025 activity to be relatively steady, with the potential for upside compared to 2024 driven by incremental demand associated with natural gas.
As a result of adverse market conditions, production at our Muskie sand facility in Pierce County, Wisconsin has been idled since September 2018. Our contracted capacity has provided a baseline of business, which has kept our Taylor and Piranha plants operating and our costs competitive.
Energy Infrastructure Industry
Our infrastructure services business provides engineering, design, construction, upgrade, maintenance and repair services to the electrical infrastructure industry. We offer a broad range of services on electric transmission and distribution, or T&D, networks and substation facilities, which include engineering, design, construction, upgrade, maintenance and repair of high voltage transmission lines, substations and lower voltage overhead and underground distribution systems. Our commercial services include the installation, maintenance and repair of commercial wiring. We also provide storm repair and restoration services in response to storms and other disasters. We provide infrastructure services primarily in the northeastern, southwestern, midwestern and western portions of the United States. We currently have agreements in place with private utilities, public IOUs and Co-Ops.
56
Our average crew count declined slightly from approximately 83 crews throughout 2023 to approximately 79 crews throughout 2024. With the Infrastructure Investment and Jobs Act funds being released for infrastructure projects, we remain encouraged about the potential for growth in this sector. We saw an uptick in bidding opportunities throughout 2024 related to engineering, fiber, and transmission and distribution, all of which are areas we believe we have differentiated and specialized capabilities. We continue to focus on operational execution and pursue opportunities within this sector as we strategically structure our service offerings for growth, intending to increase our infrastructure services activity and expand both our geographic footprint and depth of projects, especially in fiber maintenance and installation projects.
We work for multiple utilities primarily across the northeastern, southwestern, midwestern and western portions of the United States. We believe that we are well-positioned to compete for new projects due to the experience of our infrastructure management team, combined with our vertically integrated service offerings. We are seeking to leverage this experience and our service offerings to grow our customer base and increase our revenues in the continental United States over the coming years.
Settlement Agreement with PREPA
Since we commenced operations in this line of business, a substantial portion of our infrastructure revenue has been generated from storm restoration work, primarily from the Puerto Rico Electric Power Authority, or PREPA, due to damage caused by Hurricane Maria. On October 19, 2017, Cobra Acquisitions LLC, or Cobra, and PREPA entered into an emergency master services agreement for repairs to PREPA’s electrical grid. The one-year contract, as amended, provided for payments of up to $945 million. On May 26, 2018, Cobra and PREPA entered into a second one-year, $900 million master services agreement to provide additional repair services and begin the initial phase of reconstruction of the electrical power system in Puerto Rico. Our work under each of the contracts with PREPA ended on March 31, 2019. PREPA is currently subject to bankruptcy proceedings, which were filed in July 2017 and are currently pending in the United States District Court for the District of Puerto Rico (the “Title III Court”). As a result, PREPA’s ability to meet its payment obligations under the above-referenced agreements was largely dependent upon funding from the Federal Emergency Management Agency (“FEMA”) or other sources. Since September 30, 2019, Cobra has been pursuing litigation in the Title III Court and other dispute resolution efforts seeking recovery of the amounts owed to Cobra by PREPA for restoration services in Puerto Rico, which proceedings are discussed in more detail in the Company’s prior reports filed with the SEC. PREPA was holding approximately $18.4 million in funds (the “Withheld FEMA Funds”) received from FEMA and considered payable to Cobra but had been withheld due to garnishments asserted by three Puerto Rican municipalities (the “Specified Municipalities”) for certain municipal tax claims discussed in Mammoth’s filings with the SEC (the “Specified Municipal Tax Claims”) and for which Cobra disputed any valid garnishment.
On July 22, 2024, Cobra entered into a release and settlement agreement with PREPA and the FOMB, in its capacity as Title III representative for PREPA, to settle all outstanding matters between Cobra and PREPA (the “Settlement Agreement”). Under the terms of the Settlement Agreement, Cobra was allowed an administrative expense claim against PREPA of $170.0 million, plus the $18.4 million in the Withheld FEMA Funds. Cobra’s allowed claim will be paid through three installments: (i) $150.0 million on the later of (A) ten business days following approval of the Settlement Agreement by the Title III Court and (B) August 31, 2024; (ii) $20.0 million within seven days following the effective date of PREPA’s plan of adjustment; and (iii) $18.4 million (subject to providing one or more indemnity letters of credit) in the Withheld FEMA Funds within either (A) ten business days after the deadline for appealing the entry of the settlement order by the Title III Court under the applicable bankruptcy rules of procedure if no such appeal is filed, or (B) if the provisions of the settlement order allowing PREPA to release the Withheld FEMA Funds to Cobra without retaining any liability to the Specified Municipalities are appealed by the Specified Municipalities, within ten business days of the filing of the notice of such appeal.
The Settlement Agreement was approved by the Company’s Board of Directors on July 22, 2024, and was also approved by the PREPA Board and by the FOMB. On September 18, 2024, the Settlement Agreement was approved by the Title III Court overruling all objections thereto and an order was entered the same day (the “Settlement Order”). On October 1, 2024, Cobra received the first installment payment of $150.0 million from the Commonwealth of Puerto Rico in connection with the Settlement Agreement with PREPA. Also on October 1, 2024, certain Puerto Rico municipalities and Foreman Electric Services Inc. that had objected to approval of the Settlement Order each filed timely notices of appeal of the Settlement Order to the United States Court of Appeals for the First Circuit. None of the foregoing parties have sought a stay of the Settlement Order pending such appeals. Although the ultimate outcome of these appeals cannot be predicted with certainty, Cobra believes that the appeals are without merit.
On October 18, 2024, Cobra received a payment from PREPA totaling $18.4 million under the terms of the Settlement Agreement. In connection with the receipt of the $18.4 million from PREPA, Cobra instructed Fifth Third Bank, National Association (“Fifth Third Bank”) to issue a letter of credit to PREPA under the Reimbursement Agreement in the amount of
57
$18.4 million and transferred a total of $19.3 million to a restricted cash account maintained by Fifth Third Bank as collateral for the letter of credit.
As a result of the Settlement Agreement, the Company recorded a non-cash, pre-tax charge of approximately $170.7 million in the second quarter of 2024 to reduce its accounts receivable balance from PREPA of $359.1 million, representing the amount owed to Cobra by PREPA in relation to these agreements as of June 30, 2024, including the accrued but unpaid interest, prior to the Settlement Agreement, to the amount expected to be received from the Settlement Agreement. Of the $170.7 million, $89.2 million was charged to credit loss expense, which is included in “selling, general and administrative” on the consolidated statements of comprehensive (loss) income, and $81.5 million was charged to interest on delinquent accounts receivable, which is included in “other (expense) income, net” on the consolidated statements of comprehensive (loss) income. As of December 31, 2024, $20.0 million remained outstanding from PREPA. See Note 2. “Summary of Significant Accounting Policies—Accounts Receivable” and Note 20. “Commitments and Contingencies—Litigation” to our consolidated financial statements included elsewhere in this annual report for more information.
58
Results of Operations
The following discussion focuses on a comparison of the results of operations between the years ended December 31, 2024 and 2023. For a discussion of the results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022, please refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 (filed with the SEC on March 1, 2024), which is incorporated in this report by reference from such prior report on Form 10-K.
| Years Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | |||||
| Revenue: | (in thousands) | |||||
| Well completion services | $ | 34,015 | $ | 127,372 | ||
| Infrastructure services | 110,383 | 110,537 | ||||
| Natural sand proppant services | 19,057 | 39,131 | ||||
| Other services | 31,449 | 34,946 | ||||
| Eliminations | (6,972) | (2,494) | ||||
| Total revenue | 187,932 | 309,492 | ||||
| Cost of revenue: | ||||||
| Well completion services (exclusive of depreciation and amortization of $10,888 and $15,366, respectively, for 2024 and 2023) | 38,761 | 105,062 | ||||
| Infrastructure services (exclusive of depreciation and amortization of $2,773 and $8,382, respectively, for 2024 and 2023) | 92,132 | 90,627 | ||||
| Natural sand proppant services (exclusive of depreciation, depletion and accretion of $5,228 and $7,734, respectively, for 2024 and 2023) | 17,790 | 25,666 | ||||
| Other services (exclusive of depreciation and amortization of $6,187 and $13,608, respectively, for 2024 and 2023) | 29,040 | 28,979 | ||||
| Eliminations | (6,972) | (2,494) | ||||
| Total cost of revenue | 170,751 | 247,840 | ||||
| Selling, general and administrative expenses | 124,821 | 37,458 | ||||
| Depreciation, depletion, amortization and accretion | 25,079 | 45,110 | ||||
| Gains on disposal of assets, net | (4,014) | (6,041) | ||||
| Impairment of goodwill | — | 1,810 | ||||
| Operating loss | (128,705) | (16,685) | ||||
| Interest expense and financing charges, net | (25,204) | (16,196) | ||||
| Other (expense) income, net | (64,621) | 42,015 | ||||
| (Loss) income before income taxes | (218,530) | 9,134 | ||||
| (Benefit) provision for income taxes | (11,204) | 12,297 | ||||
| Net loss | $ | (207,326) | $ | (3,163) |
Revenue. Revenue for 2024 decreased $121.6 million, or 39%, to $187.9 million from $309.5 million for 2023. The decline in total revenue is primarily attributable to a decrease in utilization in our well completion services division as well as a decline in tons sold in our natural sand proppant services division. Revenue derived from related parties was $1.5 million for 2024 compared to $1.0 million for 2023. Revenue by division was as follows:
Well Completion Services. Well completion services division revenue decreased $93.4 million, or 73%, to $34.0 million for 2024 from $127.4 million for 2023. Intersegment revenue, consisting primarily of revenue derived from our other services and natural sand proppant segment, totaled $0.4 million, for each of 2024 and 2023, respectively.
The decline in our well completion services revenue was primarily driven by decreased utilization as a result of lower activity by our customers in the natural gas basins in which we operate. The number of stages completed
59
declined 66% to 1,454 for 2024 from 4,220 for 2023. An average of 0.5 of our six fleets were active throughout 2024 compared to 1.8 fleets for 2023.
Infrastructure Services. Infrastructure services division revenue decreased marginally by $0.1 million to $110.4 million for 2024 from $110.5 million for 2023 primarily due to a decline in average crew count from 83 crews during the year ended December 31, 2023 to an average of 79 crews during the year ended December 31, 2024. This was offset by an increase in storm, transmission and engineering activity of $4.7 million during the year ended December 31, 2024 compared to the year ended December 31, 2023.
Natural Sand Proppant Services. Natural sand proppant services division revenue decreased $20.0 million, or 51%, to $19.1 million for 2024, from $39.1 million for 2023. Intersegment revenue, consisting primarily of revenue derived from our well completion segment, was a nominal amount for each of 2024 and 2023, respectively.
The decrease in our natural sand proppant services revenue was primarily attributable to a 53% decline in tons of sand sold from approximately 1.2 million tons in 2023 to 0.6 million tons in 2024, coupled with a 22% decrease in average price per ton of sand sold from $29.86 in 2023 to $23.15 in 2024 primarily driven by lower completions activity by our customers. The decrease was partially offset by an increase in contracted shortfall revenue of $2.5 million.
Other Services. Revenue from other services, including our directional drilling, aviation, equipment rental, remote accommodation and equipment manufacturing businesses decreased by $3.5 million, or 10%, to $31.4 million for 2024 from $34.9 million for 2023. Intersegment revenue, consisting primarily of equipment manufacturing revenue derived from our well completion segment, totaled $6.5 million and $2.0 million, for 2024 and 2023, respectively.
The decrease in other services revenue was primarily attributable to decreased utilization for our directional drilling business from 36% for 2023 to 17% for 2024. This was coupled with a decline in utilization for our equipment rental business. These declines were primarily the result of lower activity by our customers in 2024 as compared to 2023. We rented an average of 210 pieces of equipment per month to customers during 2024, a decrease of 13% from an average of 241 pieces of equipment per month rented to customers during 2023. These declines were offset by an increase in utilization for our remote accommodations business. On average, 216 rooms were utilized per night during 2024, a 21% increase from an average of 178 rooms utilized per night in 2023.
Cost of Revenue (exclusive of depreciation, depletion, amortization and accretion expense). Cost of revenue, exclusive of depreciation, depletion, amortization and accretion expense, decreased $77.0 million from $247.8 million, or 80% of total revenue, for 2023 to $170.8 million, or 91% of total revenue, for 2024. Cost of revenue by operating division was as follows:
Well Completion Services. Well completion services division cost of revenue, exclusive of depreciation and amortization expense, decreased $66.3 million, or 63%, from $105.1 million for 2023 to $38.8 million for 2024 primarily due to a decline in utilization. As a percentage of revenue, our well completion services division cost of revenue, exclusive of depreciation and amortization expense of $10.9 million in 2024 and $15.4 million in 2023, was 114% and 82%, for 2024 and 2023, respectively. The increase as a percentage of revenue is primarily due to a decrease in utilization of our pressure pumping services, resulting in a higher ratio of fixed costs to variable costs.
Infrastructure Services. Infrastructure services division cost of revenue, exclusive of depreciation and amortization expense, increased $1.5 million from $90.6 million for 2023 to $92.1 million for 2024. As a percentage of revenue, cost of revenue, exclusive of depreciation and amortization expense of $2.8 million in 2024 and $8.4 million in 2023, was 83% and 82% for 2024 and 2023, respectively. The increase as a percentage of revenue is primarily due to an increase in contract labor costs as a percentage of revenue.
Natural Sand Proppant Services. Natural sand proppant services division cost of revenue, exclusive of depreciation, depletion and accretion expense, decreased $7.9 million, or 31%, from $25.7 million for 2023 to $17.8 million for 2024. As a percentage of revenue, cost of revenue, exclusive of depreciation, depletion and accretion expense of $5.2 million in 2024 and $7.7 million in 2023, was 93% and 66%, for 2024 and 2023, respectively. The increase in cost as a percentage of revenue is primarily due to a 53% decline in tons of sand sold and a 22% decrease in average sales price.
Other Services. Other services cost of revenue, exclusive of depreciation and amortization expense, was $29.0 million for 2024 and 2023, respectively. As a percentage of revenue, cost of revenue, exclusive of depreciation
60
and amortization expense of $6.2 million in 2024 and $13.6 million in 2023, was 92% and 83%, for 2024 and 2023, respectively. The increase as a percentage of revenue is primarily due to a decrease in utilization for our directional drilling and equipment rental businesses, resulting in a higher ratio of fixed costs to variable cost.
Selling, General and Administrative Expenses. Selling, general and administrative expenses, or SG&A, represent the costs associated with managing and supporting our operations. SG&A expense increased $87.3 million, or 233%, to $124.8 million for the year ended December 31, 2024 from $37.5 million for the year ended December 31, 2023 primarily due to an increase in the provision for expected credit losses in connection with the Settlement Agreement with PREPA. The following is a breakout of SG&A expenses for the periods indicated (in thousands):
| Years Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | |||||
| Cash expenses: | ||||||
| Compensation and benefits | $ | 14,448 | $ | 15,563 | ||
| Professional services | 12,298 | 13,448 | ||||
| Other(a) | 7,146 | 7,693 | ||||
| Total cash SG&A expense | 33,892 | 36,704 | ||||
| Non-cash expenses: | ||||||
| Change in provision for expected credit losses(b) | 90,054 | (591) | ||||
| Stock based compensation | 875 | 1,345 | ||||
| Total non-cash SG&A expense | 90,929 | 754 | ||||
| Total SG&A expense | $ | 124,821 | $ | 37,458 |
a. Includes travel-related costs, IT expenses, rent, utilities and other general and administrative-related costs.
b. The Company recognized an $89.2 million charge in relation to the Settlement Agreement with PREPA during the year ended December 31, 2024.
Depreciation, Depletion, Amortization and Accretion. Depreciation, depletion, amortization and accretion decreased $20.0 million, or 44%, to $25.1 million for 2024 from $45.1 million in 2023. The decrease is primarily due to a decline in property and equipment depreciation expense as a result of lower capital expenditures and existing assets being fully depreciated.
Gains on Disposal of Assets, Net. Gains on the disposal of assets decreased $2.0 million, or 33%, to $4.0 million for 2024 from $6.0 million in 2023. Gains on the disposal of assets is primarily related to the sale of dormitories, trucks, and field equipment for the years ended December 31, 2024 and a drilling rig, trucks, and field equipment for the year ended December 31, 2023.
Impairment of Goodwill. As a result of the sale of ARS, we performed an impairment assessment of our goodwill for the Aviation reporting unit in 2023. We determined that the carrying value of goodwill for our Aviation reporting unit exceeded the fair value, resulting in impairment expense of $1.8 million for the year ended December 31, 2023. We did not recognize any impairment of goodwill in 2024.
Operating Loss. We reported an operating loss of $128.7 million for 2024 compared to $16.7 million for 2023. The increased operating loss was primarily due to an $89.2 million charge to selling, general and administrative expenses recognized during the year ended December 31, 2024 in relation to the Settlement Agreement with PREPA. The increased loss was coupled with reduced utilization across our well completions and natural sand proppant divisions, and partially offset by a decline in depreciation, depletion, amortization and accretion expense.
Interest Expense and financing charges, net. Interest expense and financing charges, net increased $9.0 million to $25.2 million for 2024 from $16.2 million for 2023, primarily due to a $9.9 million charge incurred in relation to our sale leaseback agreements coupled with a $5.5 million financing charge incurred in relation to the Assignment Agreement with SPCP Group. See “—Liquidity and Capital Resources—Sale Leaseback Transactions” and “—Liquidity and Capital Resources—Cobra Assignment Agreement” for additional information. The increase was partially offset by a decline in average borrowings outstanding under our revolving credit facility.
Other (Expense) Income, net. We recognized other expense, net of $64.6 million during the year ended December 31, 2024 compared to other income, net of $42.0 million for the year ended December 31, 2023. During the years ended December 31, 2024 and 2023, we recognized interest on delinquent accounts receivable totaling $20.8 million and $45.4 million,
61
respectively, in relation to our outstanding receivable with PREPA. In July 2024, Cobra entered into the Settlement Agreement with PREPA resulting in a charge to interest on delinquent accounts receivable totaling $81.5 million during the year ended December 31, 2024 to reduce its accounts receivable balance to the amount expected to be collected in relation to interest charged to PREPA.
Income Taxes. During 2024, we recorded income tax benefit of $11.2 million on pre-tax loss of $218.5 million compared to income tax expense of $12.3 million on pre-tax income of $9.1 million for 2023. Our effective tax rate was 5.1% for 2024 compared to 134.6% for 2023. The effective tax rates for the years ended December 31, 2024 and 2023 differed from the statutory rate of 21% primarily due to the mix of earnings between the United States and Puerto Rico, changes in the valuation allowance and interest and penalties. Additionally, as a result of the Settlement Agreement with PREPA, during the year ended December 31, 2024, the Company reversed $19.9 million in withholding tax accruals related to undistributed earnings from Puerto Rico. See Note 14. “Income Taxes” to our consolidated financial statements included elsewhere in this annual report for additional detail regarding our change in tax expense.
Non-GAAP Financial Measures
Adjusted EBITDA
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 loss before depreciation, depletion, amortization and accretion, gains on disposal of assets, net, impairment of goodwill, stock based compensation, interest expense and financing charges, net, other expense (income), net (which is comprised of interest on trade accounts receivable and certain legal expenses) and (benefit) provision for income taxes, further adjusted to add back interest on trade accounts receivable. We exclude the items listed above from net loss in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industries 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 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 measures 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 (in thousands).
Consolidated
| Years Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of net loss to Adjusted EBITDA: | 2024 | 2023 | 2022 | |||||||
| Net loss | $ | (207,326) | $ | (3,163) | $ | (619) | ||||
| Depreciation, depletion, amortization and accretion | 25,079 | 45,110 | 64,271 | |||||||
| Gains on disposal of assets, net | (4,014) | (6,041) | (3,908) | |||||||
| Impairment of goodwill | — | 1,810 | — | |||||||
| Stock based compensation | 875 | 1,345 | 923 | |||||||
| Interest expense and financing charges, net | 25,204 | 16,196 | 11,506 | |||||||
| Other expense (income), net | 64,621 | (42,015) | (40,912) | |||||||
| (Benefit) provision for income taxes | (11,204) | 12,297 | 13,607 | |||||||
| Interest on trade accounts receivable | (60,686) | 45,440 | 41,276 | |||||||
| Adjusted EBITDA | $ | (167,451) | $ | 70,979 | $ | 86,144 |
62
Well Completion Services
| Years Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of net (loss) income to Adjusted EBITDA: | 2024 | 2023 | 2022 | |||||||
| Net (loss) income | $ | (21,886) | $ | (2,043) | $ | 12,870 | ||||
| Depreciation, depletion, amortization and accretion | 10,889 | 15,374 | 20,129 | |||||||
| Loss (gains) on disposal of assets, net | 52 | (2,023) | (618) | |||||||
| Stock based compensation | 180 | 496 | 369 | |||||||
| Interest expense and financing charges, net | 1,628 | 4,133 | 1,625 | |||||||
| Other expense (income), net | 2 | 2 | (343) | |||||||
| Adjusted EBITDA | $ | (9,135) | $ | 15,939 | $ | 34,032 |
Infrastructure Services
| Years Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of net (loss) income to Adjusted EBITDA: | 2024 | 2023 | 2022 | |||||||
| Net (loss) income | $ | (166,089) | $ | 8,237 | $ | 4,933 | ||||
| Depreciation, depletion, amortization and accretion | 2,774 | 8,390 | 16,171 | |||||||
| Gains on disposal of assets, net | (1,304) | (510) | (795) | |||||||
| Stock based compensation | 462 | 538 | 349 | |||||||
| Interest expense and financing charges, net | 21,590 | 9,753 | 7,390 | |||||||
| Other expense (income), net | 64,535 | (39,252) | (40,470) | |||||||
| (Benefit) provision for income taxes | (14,785) | 11,214 | 13,427 | |||||||
| Interest on trade accounts receivable | (60,686) | 45,440 | 41,276 | |||||||
| Adjusted EBITDA | $ | (153,503) | $ | 43,810 | $ | 42,281 |
Natural Sand Proppant Services
| Years Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of net (loss) income to Adjusted EBITDA: | 2024 | 2023 | 2022 | |||||||
| Net (loss) income | $ | (8,496) | $ | 1,824 | $ | (886) | ||||
| Depreciation, depletion, amortization and accretion | 5,228 | 7,737 | 8,714 | |||||||
| Loss (gains) on disposal of assets, net | 1 | (13) | (89) | |||||||
| Stock based compensation | 145 | 186 | 118 | |||||||
| Interest expense and financing charges, net | 186 | 317 | 575 | |||||||
| Other expense (income), net | 8 | (18) | (14) | |||||||
| Adjusted EBITDA | $ | (2,928) | $ | 10,033 | $ | 8,418 |
63
Other Services(a)
| Years Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of net loss to Adjusted EBITDA: | 2024 | 2023 | 2022 | |||||||
| Net loss | $ | (10,855) | $ | (11,181) | $ | (17,536) | ||||
| Depreciation, depletion, amortization and accretion | 6,188 | 13,609 | 19,257 | |||||||
| Gains on disposal of assets, net | (2,763) | (3,495) | (2,406) | |||||||
| Impairment of goodwill | — | 1,810 | — | |||||||
| Stock based compensation | 88 | 125 | 87 | |||||||
| Interest expense and financing charges, net | 1,800 | 1,993 | 1,916 | |||||||
| Other expense (income), net | 76 | (2,747) | (85) | |||||||
| Provision for income taxes | 3,581 | 1,083 | 180 | |||||||
| Adjusted EBITDA | $ | (1,885) | $ | 1,197 | $ | 1,413 |
a. Includes results for our directional drilling, aviation, equipment rentals, remote accommodations and equipment manufacturing and corporate related activities. Our corporate related activities do not generate revenue.
Adjusted Net Loss and Adjusted Loss per Share
Adjusted net loss and adjusted basic and diluted loss per share are supplemental non-GAAP financial measures that are used by management to evaluate our operating and financial performance. Management believes these measures provide meaningful information about the Company’s performance by excluding certain non-cash charges, such as impairment of goodwill, that may not be indicative of the Company’s ongoing operating results, from net loss. Adjusted net loss and adjusted loss per share should not be considered in isolation or as a substitute for net loss and loss per share prepared in accordance with GAAP and may not be comparable to other similarly titled measures of other companies. The following tables provide a reconciliation of adjusted net loss and adjusted loss per share to the GAAP financial measures of net loss and loss per share for the periods specified.
| Years Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||
| (in thousands, except per share amounts) | ||||||||||
| Net loss, as reported | $ | (207,326) | $ | (3,163) | $ | (619) | ||||
| Impairment of goodwill | — | 1,810 | — | |||||||
| Adjusted net loss | $ | (207,326) | $ | (1,353) | $ | (619) | ||||
| Basic loss per share, as reported | $ | (4.31) | $ | (0.07) | $ | (0.01) | ||||
| Impairment of goodwill | — | 0.04 | — | |||||||
| Adjusted basic loss per share | $ | (4.31) | $ | (0.03) | $ | (0.01) | ||||
| Diluted loss per share, as reported | $ | (4.31) | $ | (0.07) | $ | (0.01) | ||||
| Impairment of goodwill | — | 0.04 | — | |||||||
| Adjusted diluted loss per share | $ | (4.31) | $ | (0.03) | $ | (0.01) |
Liquidity and Capital Resources
We require capital to fund ongoing operations including maintenance expenditures on our existing fleet of equipment, organic growth initiatives, investments and acquisitions, and the litigation settlement obligations described in Note 20. “Commitments and Contingencies” to our consolidated financial statements included elsewhere in this annual report and under “Capital Requirements and Sources of Liquidity” below. Our primary sources of liquidity have been cash on hand, borrowings under our revolving credit facility and term credit facility and cash flows from operations, as well as the net proceeds received
64
by Cobra under the assignment agreement with SPCP Group relating to the PREPA receivable. Our primary uses of capital have been for investing in property and equipment used to provide our services and to acquire complementary businesses.
The following table summarizes our liquidity as of the dates indicated (in thousands):
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Cash and cash equivalents | $ | 60,967 | $ | 16,556 | ||
| Revolving credit facility borrowing base | 25,162 | 27,016 | ||||
| Less current and long-term debt - related parties | — | (45,000) | ||||
| Less letter of credit facilities (environmental remediation) | (4,228) | (3,782) | ||||
| Less letter of credit facilities (insurance programs) | (3,300) | (2,500) | ||||
| Net working capital (less cash and current portion of long-term debt)(a) | 13,113 | 297,816 | ||||
| Total | $ | 91,714 | $ | 290,106 |
a. Net working capital (less cash) is a non-GAAP measure and, as of December 31, 2024, is calculated by subtracting total current liabilities of $114.5 million and cash and cash equivalents of $61.0 million from total current assets of $188.6 million. As of December 31, 2023, net working capital (less cash and current portion of long-term debt) is calculated by subtracting total current liabilities of $182.6 million and cash and cash equivalents of $16.6 million from total current assets of $496.9 million. Amounts include receivables due from PREPA of $20.0 million and $402.3 million and tax liabilities related to our work in Puerto Rico of $43.3 million and $60.6 million at December 31, 2024 and 2023, respectively.
As of March 5, 2025, we had unrestricted cash on hand of $64.8 million, no outstanding borrowings under our revolving credit facility and a borrowing base of $33.7 million, leaving an aggregate of $26.2 million of available borrowing capacity under this facility, after giving effect to $7.5 million of outstanding letters of credit. As of March 5, 2025, we had total liquidity of $91.0 million consisting of cash on hand and available borrowing capacity under our revolving credit facility.
Liquidity and Cash Flows
The following table sets forth our cash flows for the years indicated (in thousands):
| Years Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||
| Net cash provided by operating activities | $ | 180,717 | $ | 31,386 | $ | 15,266 | ||||
| Net cash used in investing activities | (10,432) | (8,786) | (2,124) | |||||||
| Net cash used in financing activities | (112,113) | (15,586) | (5,601) | |||||||
| Effect of foreign exchange rate on cash | (144) | 2 | (158) | |||||||
| Net change in cash | $ | 58,028 | $ | 7,016 | $ | 7,383 |
Operating Activities
Net cash provided by operating activities was $180.7 million, $31.4 million and $15.3 million, respectively, for the years ended December 31, 2024, 2023 and 2022. The change in operating cash flows from 2023 to 2024 was primarily due to increased receipts on accounts receivable, including the receipt of $232.4 million from PREPA, which was partially offset by a decline in utilization for our well completion and natural sand proppant services during 2024. The change in operating cash flows from 2022 to 2023 was primarily due to increased receipts on accounts receivable, including the receipt of $22.2 million from PREPA, which was partially offset by an increase in payments on accounts payable and other liabilities.
Investing Activities
Net cash used in investing activities was $10.4 million, $8.8 million and $2.1 million, respectively, for the years ended December 31, 2024, 2023 and 2022. Cash used in investing activities is primarily comprised of purchases of property and equipment and proceeds from the disposal of property and equipment and business divestitures.
65
The following table summarizes our capital expenditures by operating division for the periods indicated (in thousands):
| Years Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||
| Well completion services(a) | $ | 12,730 | $ | 17,921 | $ | 11,421 | ||
| Infrastructure services(b) | 2,815 | 716 | 885 | |||||
| Natural sand proppant services(c) | — | 223 | 88 | |||||
| Other(d) | 913 | 432 | 496 | |||||
| Eliminations(e) | 607 | 103 | (153) | |||||
| Total capital expenditures | $ | 17,065 | $ | 19,395 | $ | 12,737 |
a. Capital expenditures primarily for upgrades to our pressure pumping fleet to reduce greenhouse gas emissions and maintenance for the years ended December 31, 2024, 2023 and 2022.
b. Capital expenditures primarily for truck, tooling and other equipment purchases for new infrastructure crews for the years ended December 31, 2024, 2023 and 2022.
c. Capital expenditures primarily for maintenance for the years ended December 31, 2023 and 2022.
d. Capital expenditures primarily for equipment for our remote accommodations and equipment rental businesses for the years ended December 31, 2024, 2023 and 2022.
e. Eliminations primarily relate to upgrades to our pressure pumping fleet completed by our equipment manufacturing business.
Financing Activities
Net cash used in financing activities was $112.1 million, $15.6 million and $5.6 million, respectively, for the years ended December 31, 2024, 2023 and 2022. Net cash used in financing activities for the year ended December 31, 2024 was primarily attributable to net repayments under our term credit facility of $50.9 million, payments on financing transactions of $46.8 million, payments on sale leaseback transactions of $12.4 million and principal payments on financing leases and equipment financing notes totaling $1.9 million. Net cash used in financing activities for the year ended December 31, 2023 was primarily attributable to net repayments under our revolving credit facility of $83.5 million, principal payments on financing leases and equipment financing notes of $12.2 million, principal payments on sale leaseback arrangements of $5.0 million, debt issuance costs of $4.0 million and share repurchases used to satisfy tax withholding obligations of $0.9 million in connection with the vesting and settlement of certain executive restricted stock unit awards, partially offset by net proceeds from financing transactions of $46.1 million and borrowings with related parties of $43.9 million in relation to our term loan. Net cash used in financing activities for the year ended December 31, 2022 was primarily attributable to net repayments under our revolving credit facility of $1.5 million and principal payments on financing leases and equipment notes of $4.3 million, partially offset by net proceeds received from sale-leaseback transactions of $0.2 million.
Effect of Foreign Exchange Rate on Cash
The effect of foreign exchange rate on cash was a ($0.1) million for the year ended December 31, 2024, a nominal amount for the year ended December 31, 2023, and ($0.2) million for the year ended December 31, 2022. 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 $74.1 million and $314.4 million, respectively, at December 31, 2024 and 2023. Our unrestricted cash balances totaled $61.0 million and $16.6 million, respectively, at December 31, 2024 and 2023. Included in working capital are receivables due from PREPA totaling $20.0 million and $402.3 million and tax liabilities related to our work in Puerto Rico of $43.3 million and $60.6 million at December 31, 2024 and 2023, respectively.
Revolving Credit Facility and Term Credit Facility
On October 16, 2023, we entered into a revolving credit facility and a term credit facility (each as defined below), which refinanced in full our indebtedness outstanding under, and terminated, the amended and restated revolving credit facility, dated as of October 19, 2018, as amended (the “previous revolving credit facility”), with us and certain of our direct and indirect subsidiaries, as borrowers, the lenders party thereto from time to time, and PNC Bank, National Association, as a lender and as administrative agent for the lenders.
On October 16, 2023, we, as borrower, and certain of our direct and indirect subsidiaries, as guarantors, entered into a revolving credit agreement with the lenders party thereto and Fifth Third Bank, National Association, as a lender and as
66
administrative agent for the lenders (“Fifth Third Bank”), as may be subsequently amended (the “revolving credit facility”). The revolving credit facility provides for revolving commitments in an aggregate amount of up to $75 million. Borrowings under the revolving credit facility are secured by our assets, inclusive of the subsidiary companies, and are subject to a borrowing base calculation prepared monthly which includes a requirement to maintain certain reserves as specified in the revolving credit facility. The revolving credit facility also contains various affirmative and restrictive covenants. Interest under the revolving credit facility equals the Tranche Rate (as defined in the revolving credit facility) plus (i) 1.75%, if the Average Excess Availability Percentage (as defined in the revolving credit facility) is greater than 66 2/3%, (ii) 2.00% if the Average Excess Availability Percentage is greater than 33 1/3% and less than or equal to 66 2/3%, and (iii) 2.25% if the Average Excess Availability Percentage is less than or equal to 33 1/3%.
As of December 31, 2024 and December 31, 2023, the financial covenant under the revolving credit facility was the fixed charge coverage ratio of 1.0 to 1.0 which applies only during the period from the date that excess availability under the revolving credit facility is less than the greater of (i) 10% of total availability under the revolving credit facility and (ii) $5 million until the date in which the excess availability is equal to the greater of (i) 10% of excess availability and (ii) $5 million for 30 consecutive days (such period, a “Financial Covenant Period”). A Financial Covenant Period was not in effect as of each of December 31, 2024 and the filing date of this report.
On October 16, 2024, the Company entered into (i) an amendment to the revolving credit agreement (the “Credit Agreement Amendment”) and (ii) a letter of credit reimbursement agreement (the “Reimbursement Agreement”), each with Fifth Third Bank. The Credit Agreement Amendment, among other things, permits the transactions contemplated by the Reimbursement Agreement, including the issuance of one or more letters of credit to satisfy Cobra’s obligations under the Settlement Agreement relating to one or more indemnity letters of credit. The aggregate amount of all such letters of credit shall not exceed $18.4 million. Under the terms of the Reimbursement Agreement, the Company agreed to hold cash funds totaling at least 105% of the stated amount of all letters of credit in an account maintained by Fifth Third Bank and to which Fifth Third Bank has a first priority security interest.
On October 18, 2024, Cobra received a payment from PREPA totaling $18.4 million under the terms of the Settlement Agreement. In connection with the receipt of the $18.4 million from PREPA, Cobra instructed Fifth Third Bank to issue a letter of credit to PREPA under the Reimbursement Agreement in the amount of $18.4 million and transferred a total of $19.3 million to a restricted cash account maintained by Fifth Third Bank as collateral for the letter of credit.
On October 16, 2023, we, as borrower, and certain of our direct and indirect subsidiaries, as guarantors, also entered into a loan and security agreement with the lenders party thereto and Wexford Capital LP, an affiliate of the Company (the “term credit facility”). The term credit facility was approved by the audit committee of our board of directors, consisting entirely of independent directors, as a transaction with a related party.
The term credit facility provided for term commitments in an aggregate amount equal to $45 million. Borrowings under the term credit facility were secured by our assets, inclusive of the subsidiary companies. The term credit facility also contained various affirmative and restrictive covenants. Interest under the term credit facility equaled the SOFR Interest Rate (as defined in the term credit facility) plus 7.50%; provided that we may elect to pay all or a portion of the accrued interest due with respect to any Interest Period (as defined in the new term credit facility) ending on or before April 16, 2025, in kind by adding such accrued interest to the principal amount of the outstanding loans thereunder.
In particular, under the term credit facility, we were required, among other things, to mandatorily remit to Wexford up to 50% of all amounts that constitute PREPA Claim Proceeds, as such term is defined in the term credit facility, which were used to reduce outstanding borrowings under the term credit facility, as required under the terms thereof. Wexford waived this requirement in connection with the Assignment Agreement and the $9.6 million received by Cobra from PREPA in February 2024.
In connection with the receipt of the first installment amount under the Settlement Agreement on October 1, 2024, the Company paid, in full, all amounts owed under the term credit facility, including the accrued and unpaid interest, in the aggregate amount of $50.9 million, and terminated the facility on October 2, 2024. In connection with the payoff of the term credit facility, Wexford waived the 1% early termination penalty.
If an event of default occurs under the revolving credit facility and remains uncured, it could have a material adverse effect on the Company’s business, financial condition, liquidity and results of operations. The lenders, as applicable, (i) would not be required to lend any additional amounts to the Company, (ii) could elect to increase the interest rate by 200 basis points, (iii) could elect to declare all outstanding borrowings, together with accrued and unpaid interest and fees, to be due and payable, (iv) may have the ability to require the Company to apply all of its available cash to repay outstanding borrowings, and (v) may
67
foreclose on substantially all of the Company’s assets. The revolving credit facility is currently scheduled to mature on October 16, 2028.
There were no financial covenants applicable under the revolving credit facility as of December 31, 2024 and December 31, 2023.
As of March 5, 2025, our borrowing base was $33.7 million and we had no outstanding borrowings under our revolving credit facility, leaving an aggregate of $26.2 million of available borrowing capacity, after giving effect to $7.5 million of outstanding letters of credit and the requirement to maintain the reserves specified in the revolving credit facility out of the available borrowing capacity.
Cobra Assignment Agreement
On December 1, 2023, Cobra, as seller, and Mammoth, as guarantor, entered into an assignment agreement (the “Assignment Agreement”) with SPCP Group, LLC (“SPCP Group”), as purchaser. Under the terms and conditions of the Assignment Agreement, Cobra transferred to SPCP Group, at the purchase rate of 88.0% and free and clear of any liens and claims, all of its rights, title and interest in the first $63.0 million (the “Transferred Amount”) of the total outstanding accounts receivable that remained unpaid by PREPA as of October 6, 2023 (the “PREPA Claim”), received or to be received by Cobra on or after October 6, 2023. Between October 6, 2023 and December 1, 2023, Cobra received payments from PREPA with respect to the PREPA Claim totaling $8.6 million (the “Interim Payment Amount”), resulting in the net Transferred Amount of $54.4 million.
In connection with the entry into the Assignment Agreement, Mammoth and Cobra obtained the required consents from lenders under the Company’s revolving credit facility with Fifth Third Bank and the Company’s term loan and security agreement with Wexford. Further, under the term loan and security agreement with Wexford, Mammoth was required, among other things, to mandatorily remit to Wexford up to 50% of all amounts that constitute PREPA Claim proceeds, including the proceeds received by Cobra under the Assignment Agreement, to reduce outstanding borrowings under such term loan and security agreement. In connection with the Assignment Agreement, Wexford waived this requirement.
The net proceeds received by Cobra in connection with the Assignment Agreement were $46.1 million. During the three months ended March 31, 2024, PREPA paid $64.0 million with respect to the outstanding PREPA receivable. Of the $64.0 million, $54.4 million was paid to SPCP Group, as Cobra’s assignee under the Assignment Agreement, which fully extinguished Cobra’s and Mammoth’s obligations to SPCP Group, and the Assignment Agreement was terminated. The remaining $9.6 million was paid to Cobra.
Repurchase Program Authorization
On August 10, 2023, our board of directors approved a stock repurchase program pursuant to which we would be authorized to repurchase up to the lesser of $55 million or 10 million shares of its common stock, subject to the factors discussed below. Following the completion of the refinancing transactions discussed in this report, any stock repurchases under this program may be made opportunistically from time to time in open market or privately negotiated transactions in compliance with Rule 10b-18 under the Securities Act of 1934, as amended, including any 10b5-1 plan, and will be subject to market conditions, applicable legal and contractual restrictions, liquidity requirements and other factors. The repurchase program has no time limit, does not require us to repurchase any specific number of shares and may be suspended from time to time, modified or discontinued by our board of directors at any time. Any common stock repurchased as part of such stock repurchase program will be cancelled and retired. We have not repurchased any shares of our common stock under the stock repurchase program as of December 31, 2024 or to date. See also Item 1A. “Risk Factors--Our ability to repurchase stock may be limited and no assurance can be given that we will be able to effectuate our stock repurchase program in the future at indicated levels or at all.”
Sale-Leaseback Transactions
On December 30, 2020, we entered into an agreement with First National Capital, LLC, or FNC, whereby we agreed to sell certain assets from our infrastructure segment to FNC for aggregate proceeds of $5.0 million. Concurrent with the sale of assets, we entered into a 36-month lease agreement whereby we lease back the assets at a monthly rental rate of $0.1 million. On December 30, 2023, this lease was extended 12 months. On June 1, 2021, we entered into another agreement with FNC whereby we sold additional assets from our infrastructure segment to FNC for aggregate proceeds of $9.5 million and entered into a 42-month lease agreement whereby we lease back the assets at a monthly rental rate of $0.2 million. On June 1, 2022, we entered into another agreement with FNC whereby we sold additional assets from our infrastructure segment to FNC for
68
aggregate proceeds of $4.6 million and entered into a 42-month lease agreement whereby we lease back the assets at a monthly rental rate of $0.1 million. Under the agreements, we have the option to purchase the assets at the end of the lease term, which caused us to fail true sale treatment. As a result, we recorded a liability for the proceeds received and will continue to depreciate the assets. We imputed an interest rate so that the carrying amount of the financial liabilities will be the expected repurchase price at the end of the lease terms. During 2024, the Company changed its estimate of the purchase price at the end of the leases, resulting in charges to interest expense and financing charges, net of $9.9 million. During the fourth quarter of 2024, we purchased the assets under the June 1, 2021 and June 1, 2022 agreements for an aggregate purchase price of $10.9 million.
Equipment Financing Note
In December 2022, we entered into a 42-month financing arrangement with FNC for the purchase of seven new pressure pumping units for an aggregate value of $9.7 million. Under this arrangement, we agreed to make monthly principal and interest payments totaling $0.3 million over the term of the agreement. This note was secured by the seven pressure pumping units and bore interest at an imputed rate of approximately 15.0%. This equipment note was paid off on December 22, 2023.
Capital Requirements and Sources of Liquidity
As we pursue our business and financial strategy, we regularly consider which capital resources are available to meet our future financial obligations and liquidity requirement. We believe that our cash on hand, including the cash payments received to date under the Settlement Agreement with PREPA, operating cash flow and available borrowings under our currently undrawn credit facility will be sufficient to meet our short-term and long-term funding requirements, including funding our current operations, planned capital expenditures, debt service obligations and known contingencies.
During the year ended December 31, 2024, our capital expenditures totaled $17.1 million, including $12.7 million in our well completion segment primarily related to upgrades to our pressure pumping fleet, $2.8 million in our infrastructure segment primarily related to truck, tooling and equipment purchases for new crews and $1.6 million for our other divisions primarily related to equipment additions for our remote accommodations and equipment rental businesses.
During 2025, we currently estimate that our aggregate capital expenditures for our existing businesses will be approximately $12 million, depending upon industry conditions and our financial results. These capital expenditures include $5 million for our well completions segment, $1 million for our infrastructure segment, $1 million for our sand segment and $5 million for our other businesses, primarily related to our equipment rentals division. Additional growth in our infrastructure division is expected to be financed through leasing arrangements.
Also, as noted above in this report, in response to market conditions and reduced demand, we have (i) temporarily shut down certain of our oilfield service offerings, including coil tubing, pressure control, flowback, crude oil hauling, cementing, acidizing and land drilling services, (ii) idled certain facilities, including our sand processing plant in Pierce County, Wisconsin and (iii) reduced our workforce across all of our operations. We continue to monitor market conditions to determine if and when we will recommence these services and operations and increase our workforce. Any such recommencement and expansion will further increase our liquidity requirements in advance of revenue generation.
In addition, while we regularly evaluate acquisition opportunities, we do not have a specific acquisition budget for 2025 since the timing and size of acquisitions cannot be accurately forecasted. We intend to continue to evaluate acquisition opportunities, including those in the renewable energy sector as well as transactions involving entities controlled by Wexford. 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 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 any of the above or other reasons, we may do so through borrowings under the revolving credit facility, joint venture partnerships, sale-leaseback transactions, asset sales, including potential sales of accounts receivable or other financing transactions, offerings of debt or equity securities or other means. Although we expect that our sources of capital will be adequate to fund our short-term and long-term liquidity requirements, 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, our ability to conduct operations, make capital expenditures, satisfy debt services obligations, pay litigation settlement obligations, fund contingencies and/or complete acquisitions that may be favorable to us will be impaired, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.
69
Contractual and Commercial Commitments
The following table summarizes our contractual obligations and commercial commitments as of December 31, 2024 (in thousands):
| Total | Less than 1 year | 1-3 Years | 3-5 Years | More than 5 Years | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Contractual obligations: | ||||||||||||||||||
| Commitment fees on revolving credit facility(a) | $ | 664 | $ | 188 | $ | 375 | $ | 101 | $ | — | ||||||||
| Sale-leaseback arrangements(b) | 3,283 | 3,283 | — | — | — | |||||||||||||
| Operating lease obligations(c) | 7,313 | 3,846 | 2,287 | 727 | 453 | |||||||||||||
| Financing lease obligations(d) | 10,337 | 2,729 | 5,017 | 1,906 | 685 | |||||||||||||
| $ | 21,597 | $ | 10,046 | $ | 7,679 | $ | 2,734 | $ | 1,138 |
a.Assumes no outstanding borrowings on the revolving credit facility.
b.Obligations under a sale-leaseback arrangement for a portion of our infrastructure segment assets.
c.Operating lease obligations primarily relate to rail cars, real estate and other equipment.
d.Financing lease obligations primarily relate to equipment for our infrastructure and natural sand proppant segments.
70
Critical Accounting Estimates
The preparation of financial statements requires the use of judgments and estimates. Our critical accounting policies are described below to provide a better understanding of how we develop our assumptions and judgments about future events and related estimates and how they can impact our financial statements. A critical accounting estimate is one that requires our most difficult, subjective, or complex judgments and assessments and is fundamental to our results of operations. We identified our most critical accounting estimates to be:
–allowance for expected credit losses;
–valuations of long-lived assets, including goodwill and intangible assets; and
–litigation and contingencies.
We base our estimates on historical experience and on various other assumptions we believe to be reasonable according to the current facts and circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We believe the following are the critical accounting policies used in the preparation of our consolidated financial statements, as well as the significant estimates and judgments affecting the application of these policies. This discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included in this report.
Allowance for Expected Credit Losses
We regularly review receivables and provide for estimated losses through an allowance for expected credit losses. In evaluating the level of established reserves, we make judgments regarding our customers’ ability to make required payments, economic events and other factors. As the financial condition of customers changes, circumstances develop, or additional information becomes available, adjustments to the allowance for expected credit losses may be required. This process involves judgment and estimation. Accordingly, our results of operations can be affected by adjustments to the allowance due to actual write-offs that differ from estimated amounts.
As of December 31, 2024 and 2023, our allowance for expected credit losses totaled $171.4 million and $0.2 million, respectively. During 2024 and 2023, we wrote-off accounts receivable totaling $0.3 million and $2.8 million, respectively.
PREPA Allowance for Expected Credit Losses
As of December 31, 2024, $20.0 million remained outstanding from PREPA. PREPA is currently subject to bankruptcy proceedings, which were filed in July 2017 and are currently pending in the United States District Court for the District of Puerto Rico (the “Title III Court”). As a result, PREPA’s ability to meet its payment obligations under the above-referenced agreements was largely dependent upon funding from the Federal Emergency Management Agency (“FEMA”) or other sources. Since September 30, 2019, Cobra has been pursuing litigation in the Title III Court and other dispute resolution efforts seeking recovery of the amounts owed to Cobra by PREPA for restoration services in Puerto Rico, which proceedings are discussed in more detail in the Company’s prior reports filed with the SEC. On July 22, 2024, Cobra entered into the Settlement Agreement with PREPA and the FOMB, in its capacity as Title III representative for PREPA, to settle all outstanding matters between Cobra and PREPA.
Under the terms of the Settlement Agreement, Cobra was allowed an administrative expense claim against PREPA of $170.0 million, plus the $18.4 million in the Withheld FEMA Funds, as defined herein. During October 2024, Cobra received the first installment payment of $150.0 million from the Commonwealth of Puerto Rico and the $18.4 million in the Withheld FEMA Funds. As of December 31, 2024, $20.0 million remained outstanding from PREPA. Under the terms of the Settlement Agreement, this amount is required to be paid to Cobra within seven days following the effective date of PREPA’s plan of adjustment.
As a result of the Settlement Agreement, the Company recorded a non-cash, pre-tax charge of approximately $170.7 million in the second quarter of 2024 to reduce its accounts receivable balance from PREPA of $359.1 million, representing the amount owed to Cobra by PREPA in relation to these agreements as of June 30, 2024, including the accrued but unpaid interest, prior to the Settlement Agreement, to the amount expected to be received from the Settlement Agreement. Of the $170.7 million, $89.2 million was charged to credit loss expense, which is included in “selling, general and administrative” in the accompanying consolidated statement of comprehensive loss, and $81.5 million was charged to interest on delinquent accounts receivable, which is included in “other (expense) income, net” in the accompanying consolidated
71
statement of comprehensive loss. Complete performance of the Settlement Agreement is not met until PREPA satisfies the remaining $20.0 million payment. Therefore, the Company recorded the $170.7 million as an allowance for expected credit losses.
See Note 2. “Summary of Significant Accounting Policies” to our consolidated financial statements included elsewhere in this annual report for additional detail regarding our allowance for expected credit losses.
Valuation of Long-Lived Assets
Long-lived assets on our balance sheet include property, plant and equipment, goodwill and intangible assets. We test goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that an impairment may exist. We conduct impairment tests on long-lived assets, other than goodwill, whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
Goodwill. Under generally accepted accounting principles, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of one or more of our reporting units is greater than its carrying amount. If, after assessing the totality of events or circumstances, we determine it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, there is no need to perform any further testing. However, if we conclude otherwise, then we are required to perform a quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded based on that difference.
During the year ended December 31, 2023, we recorded a goodwill impairment charge of $1.8 million. We did not recognize any impairment of goodwill for the years ended December 31, 2024 and 2022. See Note 7. “Impairments” to our consolidated financial statements included elsewhere in this annual report for details regarding the facts and circumstances that led to this impairment and how the fair value of each reporting unit was estimated, including significant assumptions used and other details.
Other Long-Lived Assets. Impairment of other long-lived assets, including property, plant and equipment and intangible assets is evaluated by measuring the carrying amount of the assets against the estimated undiscounted future cash flows associated with the assets. If such evaluations indicate that the future undiscounted cash flow from the assets is not sufficient to recover the carrying value of such assets, the assets are adjusted to their estimated fair values.
We did not recognize any impairment of other long-lived assets for the years ended December 31, 2024, 2023 or 2022.
The assumptions used in the impairment evaluation for goodwill and other long-lived assets are inherently uncertain and require management’s judgment. A continued period of low oil and natural gas prices or continued reductions in capital expenditures by our customers would likely have an adverse impact on our utilization and the prices that we receive for our services. This could result in the recognition of future material impairment charges if future cash flow estimates, based upon information then available to management, indicate that their carrying values are not recoverable.
Litigation and Contingencies
As discussed in Note 20. “Commitments and Contingencies” to our consolidated financial statements included elsewhere in this annual report, we are involved in various litigation matters arising in the ordinary course of business. Accruals for litigation and contingencies are based on our assessment, including advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. For matters in which a liability is probable and reasonably estimable, we accrue an estimate for the resolution of the matter. For matters in which a liability is not probable and reasonably estimable, we do not accrue any amounts. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount is reasonably estimable. Accruals are based on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, we reassess potential liabilities related to pending claims and litigation and may revise previous estimates, which could materially affect our results of operations in a given period.
72