UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 25, 2018

 

 

NINE ENERGY SERVICE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38347   80-0759121

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2001 Kirby Drive, Suite 200

Houston, Texas 77019

(Address of principal executive offices)

(281) 730-5100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Introductory Note

As previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission by Nine Energy Service, Inc. (the “Company”) on October 26, 2018 (the “Original Form 8-K”), on October 25, 2018 (the “Closing Date”), the Company completed its acquisition (the “Magnum Acquisition”) of all of the equity interests of Magnum Oil Tools International, LTD, Magnum Oil Tools GP, LLC and Magnum Oil Tools Canada Ltd. (collectively, “Magnum”) pursuant to a Securities Purchase Agreement, dated as of October 15, 2018.

This Current Report on Form 8-K/A (this “Amendment”) is filed solely for the purpose of amending the Original Form 8-K to provide the financial statements of Magnum and the pro forma information required by Items 9.01(a) and 9.01(b), respectively, of Form 8-K.

No other modifications to the Original Form 8-K are being made by this Amendment. This Amendment should be read in connection with the Original Form 8-K, which provides a more complete description of the Magnum Acquisition.

Item 9.01 Financial Statements and Exhibits.

 

  (a)

Financial statements of businesses acquired .

The audited combined financial statements of Magnum as of and for the years ended December 31, 2017 and 2016, and the notes related thereto, are attached to this Amendment as Exhibit 99.1 and are incorporated herein by reference. In addition, the audited combined financial statements of Magnum as of and for the year ended December 31, 2015, and the notes related thereto, are attached to this Amendment as Exhibit 99.2 and are incorporated herein by reference.

The unaudited combined financial statements of Magnum as of September 30, 2018 and for the nine months ended September 30, 2018 and 2017, and the notes related thereto, are attached to this Amendment as Exhibit 99.3 and are incorporated herein by reference.

 

  (b)

Pro forma financial information .

The unaudited pro forma condensed combined balance sheet of the Company as of September 30, 2018 and the unaudited pro forma condensed combined statements of operations of the Company for the nine months ended September 30, 2018 and the year ended December 31, 2017, and the notes related thereto, are attached to this Amendment as Exhibit 99.4 and are incorporated herein by reference.


(d) Exhibits .

 

Exhibit
Number

  

Description

23.1    Consent of Fisher, Herbst & Kemble, P.C..
99.1    Audited combined financial statements of Magnum as of and for the years ended December 31, 2017 and December 31, 2016 and the notes related thereto.
99.2    Audited combined financial statements of Magnum as of and for the year ended December 31, 2015 and the notes related thereto.
99.3    Unaudited combined financial statements of Magnum as of September 30, 2018 and for the nine months ended September 30, 2018 and 2017 and the notes related thereto.
99.4    Unaudited pro forma condensed combined balance sheet of the Company as of September  30, 2018 and the unaudited pro forma condensed combined statements of operations of the Company for the nine months ended September 30, 2018 and the year ended December 31, 2017 and the notes related thereto.


SIGNATURES

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

 

Dated: January 10, 2019     NINE ENERGY SERVICE, INC.
    By:  

/s/ Clinton Roeder

     

Clinton Roeder

Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-222660) of Nine Energy Service, Inc. of (i) our report dated August 30, 2018, except as to note 1, which is as of December 26, 2018, relating to the audited combined financial statements of Magnum Oil Tools as of and for the years ended December 31, 2017 and 2016, which appears in this Current Report on Form 8-K/A and (ii) our report dated December 26, 2018 relating to the audited combined financial statements of Magnum Oil Tools as of and for the year ended December 31, 2015, which appears in this Current Report on Form 8-K/A.

/s/ Fisher, Herbst & Kemble, P.C.

San Antonio, Texas

January 10, 2019

Exhibit 99.1

MAGNUM OIL TOOLS

A UDITED C OMBINED F INANCIAL S TATEMENTS

AS OF AND FOR THE YEARS ENDED

D ECEMBER 31, 2017 A ND 2016

 

LOGO

 


M AGNUM O IL T OOLS

A UDITED C OMBINED F INANCIAL S TATEMENTS

AS OF AND FOR THE YEARS ENDED

D ECEMBER 31, 2017 AND 2016

Contents

 

Audited Combined Financial Statements

  

Independent Auditor’s Report

     1  

Combined Balance Sheets

     3  

Combined Statements of Income

     4  

Combined Statements of Comprehensive Income

     5  

Combined Statements of Partners’ Capital

     6  

Combined Statements of Cash Flows

     7  

Notes to the Combined Financial Statements

     8  

 


LOGO

Independent Auditor’s Report

To the Members of the Audit Committee and Management

Magnum Oil Tools

Corpus Christi, Texas

We have audited the accompanying combined financial statements of Magnum Oil Tools (the “Company”), which comprise the combined balance sheets as of December 31, 2017 and 2016, and the related combined statements of income, comprehensive income, partners’ capital, and cash flows for the years then ended, and the related notes to the combined financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatements, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audit. We conducted our audit in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.


Opinion

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Magnum Oil Tools as of December 31, 2017 and 2016, and the results of their operations and their cash flows for the years then ended in accordance with U.S. generally accepted accounting principles.

 

/s/ Fisher, Herbst & Kemble, P.C.

San Antonio, Texas
August 30, 2018, except as to note 1, which is as of December 26, 2018


MAGNUM OIL TOOLS

COMBINED BALANCE SHEETS

DECEMBER 31, 2017 AND 2016

 

     2017     2016  

ASSETS

    

Current Assets

    

Cash and cash equivalents

   $ 19,187,825     $ 23,101,383  

Accounts receivable - net of allowance for doubtful accounts of $1,391,411 and $1,214,804

     19,918,358       11,535,005  

Inventories

     29,408,364       11,826,962  

Other receivables

     1,288,987       800,308  

Prepaid expenses

     789,707       1,223,161  
  

 

 

   

 

 

 

Total Current Assets

     70,593,241       48,486,819  

Non-current Assets

    

Property, plant and equipment, net

     2,861,927       3,892,030  

Related party receivables

     289       190,128  

Deposits

     50,382       61,682  

Other assets

     1,548,397       4,665  
  

 

 

   

 

 

 

Total Assets

   $ 75,054,236     $ 52,635,324  
  

 

 

   

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

    

Current Liabilities

    

Accounts payable

   $ 1,302,508     $ 1,136,645  

Accrued expenses

     4,626,306       2,688,393  

Income tax payable

     27,529       62,881  
  

 

 

   

 

 

 

Total Current Liabilities

     5,956,343       3,887,919  

Non-Current Liabilities

    

Related party payable

     1,723,405       1,469,613  
  

 

 

   

 

 

 

Total Liabilities

     7,679,748       5,357,532  

Partners’ Capital

    

Partners’ capital

     67,920,409       48,033,278  

Accumulated other comprehensive loss

     (545,921     (755,486
  

 

 

   

 

 

 

Total Partners’ Capital

     67,374,488       47,277,792  
  

 

 

   

 

 

 

Total Liabilities and Partners’ Capital

   $ 75,054,236     $ 52,635,324  
  

 

 

   

 

 

 

See notes to the combined financial statements.

 

3


MAGNUM OIL TOOLS

COMBINED STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 2017 AND 2016

 

     2017     2016  

SALES

   $ 89,587,993     $ 57,368,287  

COST OF SALES

     53,968,108       44,133,209  
  

 

 

   

 

 

 

GROSS PROFIT

     35,619,885       13,235,078  

OPERATING EXPENSES

    

Advertising

     240,016       238,206  

Bad debts

     176,607       228,239  

Depreciation and amortization

     299,818       263,987  

Entertainment and travel

     367,081       407,842  

Information technology expense

     153,716       182,182  

Insurance

     1,715,862       1,762,351  

Management fees

     484,370       138,687  

Occupancy expense

     564,353       560,014  

Office expense

     105,943       92,617  

Professional fees

     854,358       953,791  

Salaries, wages and benefits

     8,387,986       7,808,255  

Other operating expenses

     67,410       9,682  
  

 

 

   

 

 

 

Total operating expenses

     13,417,520       12,645,853  
  

 

 

   

 

 

 

OPERATING INCOME

     22,202,365       589,225  

OTHER INCOME (EXPENSE)

    

Miscellaneous income

     533,888       539,013  

Interest income

     1,949       14  

Gain on sale of assets

     5,448       33,507  

Abandonment loss

     (100,740     (54,368

Other losses - See Note 2

     (575,820     —    

Interest expense

     (9,531     (8,128

Other expense

     (1,726     (4,801
  

 

 

   

 

 

 

Total other income (expense)

     (146,532     505,237  
  

 

 

   

 

 

 

INCOME BEFORE PROVISION FOR INCOME TAXES

     22,055,833       1,094,462  

PROVISION FOR INCOME TAXES

     22,128       153,299  
  

 

 

   

 

 

 

NET INCOME

   $ 22,033,705     $ 941,163  
  

 

 

   

 

 

 

See notes to the combined financial statements.

 

4


MAGNUM OIL TOOLS

COMBINED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2017 AND 2016

 

     2017      2016  

NET INCOME

   $ 22,033,705      $ 941,163  

OTHER COMPREHENSIVE INCOME

     

Changes in unrealized gains and losses on foreign currency translation

     209,565        66,497  
  

 

 

    

 

 

 

Other comprehensive income

     209,565        66,497  
  

 

 

    

 

 

 

Comprehensive Income

   $ 22,243,270      $ 1,007,660  
  

 

 

    

 

 

 

See notes to the combined financial statements.

 

5


MAGNUM OIL TOOLS

COMBINED STATEMENTS OF PARTNERS’ CAPITAL

YEARS ENDED DECEMBER 31, 2017 AND 2016

 

     Partners’
Capital
    Accumulated
Other
Comprehensive
Income (Loss)
    Total Partners’
Capital
 

Balance at January 1, 2016

   $ 60,597,898     $ (821,983   $ 59,775,915  

Partner distributions

     (13,505,783     —         (13,505,783

Change in accumulated other comprehensive income - foreign currency translation

     —         66,497       66,497  

Net income from the year

     941,163       —         941,163  
  

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

     48,033,278       (755,486     47,277,792  

Partner distributions

     (2,146,574     —         (2,146,574

Change in accumulated other comprehensive income - foreign currency translation

     —         209,565       209,565  

Net income from the year

     22,033,705       —         22,033,705  
  

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

   $ 67,920,409     $ (545,921   $ 67,374,488  
  

 

 

   

 

 

   

 

 

 

See notes to the combined financial statements.

 

6


MAGNUM OIL TOOLS

COMBINED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2017 AND 2016

 

     2017     2016  

OPERATING ACTIVITIES

    

Net income

   $ 22,033,705     $ 941,163  

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

    

Change in obsolete inventory reserve

     1,090,383       2,496,275  

Depreciation and amortization expense

     1,130,749       1,310,200  

Bad debt - accounts receivable

     176,607       228,239  

Abandonment loss

     100,740       54,368  

Gain on sale of fixed assets

     (5,448     (33,507

Effect of exchange rate changes on cash

     209,565       66,497  

Net change in:

    

Accounts receivable

     (8,559,960     1,569,430  

Other receivables

     (488,679     165,264  

Inventories

     (18,572,465     3,076,775  

Deposits

     11,300       (500

Prepaid expenses and other assets

     (1,110,278     366,221  

Related party receivables

     189,839       607,330  

Related party payables

     253,792       557,088  

Accounts payable

     165,863       (17,552

Accrued expenses

     1,937,913       349,366  

Income tax payable

     (35,352     (66,821

Settlement obligation

     —         (1,000,000

Distributions payable

     —         (2,632,080
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     (1,471,726     8,037,756  
  

 

 

   

 

 

 

INVESTING ACTIVITIES

    

Proceeds from sale of fixed assets

     37,383       100,283  

Purchase of property and equipment

     (332,641     (175,540
  

 

 

   

 

 

 

Net cash used in investing activities

     (295,258     (75,257
  

 

 

   

 

 

 

FINANCING ACTIVITIES

    

Partner distributions

     (2,146,574     (13,505,783
  

 

 

   

 

 

 

Net cash used in financing activities

     (2,146,574     (13,505,783
  

 

 

   

 

 

 

DECREASE IN CASH AND CASH EQUIVALENTS

     (3,913,558     (5,543,284

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

     23,101,383       28,644,667  
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS AT END OF YEAR

   $ 19,187,825     $ 23,101,383  
  

 

 

   

 

 

 

See notes to the combined financial statements.

 

7


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

 

1.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations – These combined financial statements for Magnum Oil Tools (the “Company”) include the following business operations:

Magnum Oil Tools International, LTD (“MOTI”), a Texas limited partnership, is a diversified organization engaged in a wide variety of business activities, providing energy related products and services on a global basis. As of December 31, 2017, MOTI has a finite life and will cease to exist October 6, 2056.

Magnum Oil Tools Canada Ltd (“MOT Canada”), a limited liability corporation, purchases finished goods exclusively from MOTI for resale to international customers

Magnum Oil Tools GP, LLC (“MOT GP”), a limited liability company, provides management services exclusively to MOTI.

Basis of Preparation – These combined financial statements reflect the Company’s financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles (“GAAP”). The combined financial position, results of operations and cash flows of the Company may not be indicative of the Company had it been a separate stand-alone entity during the periods presented, nor are the results stated herein indicative of what the Company’s financial position, results of operations and cash flows may be in the future.

These combined financial statements include all of the Company’s majority-owned subsidiaries and all of its wholly owned entities. All intercompany balances and transactions have been eliminated.

Use of Estimates – The preparation of combined financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management believes that these estimates and assumptions provide a reasonable basis for the fair presentation of the combined financial statements. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the estimate of inventory valuation and allowance for doubtful accounts.

 

8


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

 

1.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Foreign Currency Translation – The functional currency for MOT Canada is the local currency. Adjustments resulting from translating local currency financial statements to U.S. dollars are reflected in accumulated other comprehensive income.

Cash and Cash Equivalents – For the purpose of presentation in the combined financial statements of cash flows, cash and cash equivalents are defined as all bank deposits and short-term securities with original maturities of three months or less. The majority of cash and cash equivalents of the Company are maintained with major financial institutions in the United States and Canada; these financial institutions are subject to the Federal Deposit Insurance Corporation (“FDIC”) and the Canada Deposit Insurance Corporation (“CDIC”), respectively. The FDIC insurance coverage is $250,000 per depositor. The CDIC insurance coverage is $100,000 (Canadian dollars) per depositor. As such, interest bearing, non-transaction account deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and therefore, bear minimal risk. As of December 31, 2017, the maximum credit risk exposure is $18,805,055. In monitoring this credit risk, the Company periodically evaluates the stability of the financial institutions with which it has deposits.

Property, Plant and Equipment, Net – Property, plant and equipment are stated at cost, less accumulated depreciation. Improvements or betterments of a permanent nature are capitalized. Expenditures for maintenance and repairs are charged to expense when incurred. The cost of assets retired or otherwise disposed of, and the related accumulated depreciation, are eliminated from the accounts in the year of disposal. Gains or losses resulting from property disposals are credited or charged to current operations.

The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the assets. Building improvements are depreciated over a period ranging from five to thirty-nine years, machinery and equipment are depreciated over a period ranging from three to seven years, furniture and fixtures are depreciated over seven years, software is amortized over three years, and vehicles are depreciated over a period of five years. The expected useful lives of property, plant and equipment are reviewed annually.

 

9


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

 

1.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Inventories – Inventories consist of raw materials for the production of finished goods, and finished goods which include a variety of consumable downhole completion products. They are stated at the lower of average cost or net realizable value and are reviewed periodically for obsolescence. Inventory costs are relieved using specific identification in the execution of tools sales.

As of December 31, 2017 and 2016, inventories consisted of the following:

 

     2017      2016  

Components (inclusive of raw material)

   $ 19,862,510      $ 7,232,089  

Finished goods (assemblies)

     8,957,572        4,580,032  

Work in progress

     588,282        14,841  
  

 

 

    

 

 

 
   $ 29,408,364      $ 11,826,962  
  

 

 

    

 

 

 

Prepaid Expense – Prepaid expenses represent payments for insurance and supplies that will benefit future periods.

Accounts Receivable and Allowance for Doubtful Accounts – Accounts receivables primarily consist of amounts due for oil tool sales and related services already performed. The allowance for doubtful accounts is established based on estimated losses through a provision for bad debts charged to earnings. Losses are charged against the allowance when management believes the uncollectibility of a receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The Company provides an assessment of allowances based on an analysis of historic trends of collection and cancellation activity. This estimate is impacted by a number of factors, including changes in the economy, relocations, and demographic or competitive changes in areas of operation. Consequently, an adverse change in those factors could affect the Company’s estimate of its bad debts. The allowance for doubtful accounts as of December 31, 2017 and 2016 was $1,391,411 and $1,214,804, respectively.

Accounts Payable and Accruals – Liabilities are recognized for amounts to be paid in the future for goods and services received, whether billed by the supplier or not.

 

10


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

 

1.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Recognition – The Company accounts for its revenues using the accrual basis of accounting. Revenues from product sales are recognized when risk associated with ownership has passed to the customer. Generally, the date of delivery corresponds to the date upon which the customer takes title to the product and assumes all risk and rewards of ownership.

Income Taxes – MOTI files a Form 1065, U.S. Return of Partnership Income. MOT GP files a Form 1120S, U.S. Income Tax Return for an S Corporation.

The aforementioned partnerships and corporations are not taxpaying entities for federal income tax purposes; accordingly, a provision for income taxes for these entities has not been recorded in the accompanying combined financial statements. The respective income or losses are reflected in the partners’ and shareholders’ individual or corporate tax returns in accordance with their ownership percentages. The partners’ and shareholders’ quarterly estimated tax payments are funded by the entities to satisfy their individual tax obligations.

MOT Canada is a Canadian entity which is subject to relevant foreign tax jurisdictions. MOT Canada files an Alberta Corporate Income Tax Return – AT1 to the Alberta Tax and Revenue Administration. MOT Canada also files a T2 Corporation Income Tax Return to the Canada Revenue Agency.

Such expenses derived from the aforementioned tax jurisdictions are included with provisions for income taxes as presented in the Company’s combined statements of income.

The Company does pay franchise taxes, which are considered income taxes under the authoritative guidance. The tax jurisdictions which impose a franchise tax include the state of Texas; at December 31, 2017, the Company has a prepaid franchise tax balance of $56,810 which is included in other receivables in its combined balance sheet. As of December 31, 2016, the Company has a franchise tax liability in the amount of $29,404 which is included in income tax payable in its combined balance sheet. Other relevant state tax jurisdictions include the filing of composite tax returns for the states of Colorado, Louisiana, Mississippi, North Dakota, Ohio, Oklahoma, Pennsylvania, and West Virginia. These returns are filed to eliminate the need for non-residents to file an individual tax return on their earnings from a resident company. As of December 31, 2017, the Company had a prepaid balance of $1,231,400 related to state taxes which is included in other receivables in its combined balance sheet. As of December 31, 2016, the Company did not record a prepaid balance for state taxes.

 

11


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

 

1.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The Company has adopted the provisions of FASB Accounting Standards Codification 740, “Income Taxes (ASC 740)”, effective January 1, 2009. ASC 740 provides guidance regarding the recognition, measurement, presentation and disclosure in its combined financial statements of tax positions taken or expected to be taken on a tax return, including the decision whether to file or not to file in a particular jurisdiction. U.S. generally accepted accounting principles require the Company management to evaluate tax positions taken by the Company and recognize a tax liability (or asset) if the Company has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Company’s management has analyzed the tax positions taken by the Company, and has concluded that as of December 31, 2017 , there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in its combined financial statements. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Company’s management believes it is no longer subject to income tax examinations for years prior to 2014.

Concentration of Credit Risk – Financial instruments which potentially subject the Company to concentrations of credit risk include cash, cash equivalents, and accounts receivable.

The Company’s financial condition, and results of operations, are highly dependent upon the prevailing market prices of, and demand for, oil and natural gas. The Company cannot predict future oil and gas demand with any degree of certainty. Sustained weakness in the oil and gas markets may adversely affect its financial condition and results of operations. Similarly, any improvement in oil and gas prices can have a favorable impact on the Company’s financial condition, results of operations and capital resources.

The Company manages credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

Advertising – The Company expenses all advertising costs as incurred. Advertising costs totaled approximately $240,016 and $238,206 for the years ended December 31, 2017 and 2016.

 

12


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

 

1.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Statements of Cash Flows – Supplemental information on cash flows for the years ended December 31, 2017 and 2016 was as follows:

 

     2017      2016  

Cash paid during the year for taxes

   $ 1,382,264      $ 138,868  

Cash paid during the year for interest

   $ 9,531      $ 8,128  

Employee Advances – During the year, the Company made advances to employees to be repaid from their earnings over a specified time agreed to by the Company and the employee. At December 31, 2017 and 2016, the employee advances totaled $777 and $307, respectively, which is included in other receivables in the Company’s combined balance sheet.

 

2.

RELATED PARTY TRANSACTIONS

The Company leases office space in Corpus Christi and Midland, Texas from an affiliated entity related through common ownership. During 2017 and 2016, $1,066,895 and $1,142,512, respectively of rental expense was paid to this affiliate. These leases are classified as operating leases for which the non-cancelable portion of the respective obligations exceeding twelve months have been included in Note 5.

Included in the Company’s combined balance sheets are related party receivables (payables) as follows:

 

     2017      2016  

Fajitaville Grille North Beach, Inc.

   $ 165      $ 741  

Marinaville, LLC

   $ —        $ 2,300  

Advanced Solids Control, LLC

   $ —        $ 120,225  

WTF Insurance Company Ltd

   $ —        $ 66,862  

WTF Rentals, LLC

   $ 124      $ —    

Magnum International IC-DISC, Inc.

   $ (1,685,618    $ (39,452

Frazier Technologies, LLC

   $ (37,787    $ (309,353

WTF Insurance Company Ltd

   $ —        $ (1,120,808

 

13


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

 

2.

RELATED PARTY TRANSACTIONS (continued)

 

During the years ended December 31, 2017 and 2016, the Company also provided management and accounting services to various entities related through common ownership. These amounts are reflected as miscellaneous income in the Company’s combined statements of income. The following schedule summarizes the total management and accounting fees earned for the years ended December 31, 2017 and 2016 from related parties:

 

     2017      2016  

Advanced Solids Control, LLC

   $ 297,012      $ 132,138  

Marinaville, LLC

     —          28,800  

Fajitaville Grille North Beach, Inc.

     —          2,000  

Gulf Beach Operations, LLC

     —          2,000  

Frazier Technologies, LLC

     75,000        125,000  

Magnum International IC-DISC, Inc.

     30,000        30,000  

WTF Insurance Company Ltd

     50,000        106,862  

WTF Properties, LLC

     10,000        10,000  
  

 

 

    

 

 

 

Total

   $ 462,012      $ 436,800  
  

 

 

    

 

 

 

During the year ended December 31, 2017, the Company wrote off related party receivables related to Advance Solids Control, LLC that were deemed to be uncollectible in the amount of $575,820 and reflected as other losses in its combined statements of income.

 

14


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

 

3.

PROPERTY, PLANT AND EQUIPMENT

 

The following is a summary of property and equipment, at cost, less accumulated depreciation as of December 31, 2017 and 2016:

 

     2017      2016  

Machinery and equipment

   $ 5,382,725      $ 5,417,182  

Buildings improvements

     552,123        518,882  

Furniture and fixtures

     540,639        537,966  

Software

     598,337        755,999  

Vehicles

     953,062        978,195  
  

 

 

    

 

 

 
     8,026,886        8,208,224  

Less: accumulated depreciation and amortization

     (5,164,959      (4,316,194
  

 

 

    

 

 

 

Total property and equipment, net

   $ 2,861,927      $ 3,892,030  
  

 

 

    

 

 

 

Depreciation and amortization expense related to property and equipment was $1,130,749 and $1,310,200 for the years ended December 31, 2017 and 2016, respectively.

In 2017 and 2016, the Company retired furniture, fixtures and equipment with a cumulative unamortized cost basis of $100,740 and $54,368, respectively, which is presented as abandonment loss in the Company’s combined statements of income.

During 2017, the Company also sold or traded furniture, vehicles and setting tools for proceeds of $37,383 resulting in a gain of $5,448 . During 2016, the Company also sold or traded furniture, vehicles and setting tools for proceeds of $100,283 resulting in a gain of $33,507.

 

4.

DEFINED CONTRIBUTION PLAN

The Company provides post-retirement benefits to employees in the form of a Profit Sharing Plan and 401(k) Plan. As of December 31, 2017, in order to maintain “safe harbor” status, the Company offered a safe harbor matching contribution equal to 100% of salary deferrals that do not exceed 3% of a participant’s compensation plus 50% of salary deferrals between 3% and 5%. The Company may also offer a discretionary contribution to its employees, eligible for the Profit Sharing Plan.

 

15


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

 

4.

DEFINED CONTRIBUTION PLAN (continued)

 

Total contributions to the plan for the year ended December 31, 2017 were $358,708 in safe harbor matches and $367,072 in profit sharing contributions. Total contributions to the plan for the year ended December 31, 2016 were $213,563 in safe harbor matches and $578,384 in profit sharing contributions.

 

5.

COMMITMENTS AND CONTINGENCIES

Legal – The Company has been and may in the future be involved as a party to various legal proceedings, which are incidental to the ordinary course of business. The Company regularly analyses current information and, as necessary, provides accruals for probable liabilities on the eventual disposition of these matters. In the opinion of management and legal counsel, as of December 31, 2017, there were no threatened or pending legal matters that would have a material impact on the Company’s combined financial statements.

Leases – Operating lease agreements include leases for transportation equipment, machinery, and office space. Rental expense of $1,630,283 and $1,344,561 was recorded for the years ended December 31, 2017 and 2016, respectively, and is included in occupancy expense and cost of sales in the Company’s combined statements of income.

Future net minimum lease payments for non-cancellable operating leases were as follows:

 

2018

   $ 1,645,041  

2019

     1,507,190  

2020

     1,265,416  

2021

     1,107,661  

2022

     1,106,829  

Thereafter

     1,098,508  
  

 

 

 

Total

   $ 7,730,645  
  

 

 

 

Purchase Commitments – On September 29, 2017, the Company entered into an exclusive distribution agreement with a third-party supplier. The agreement required prepayment to the supplier in the amount of $2 million and an additional payment of $500,000 was required as a pre-payment for future product purchases. The agreement also required a purchase minimum of product for the period ending December 31, 2017 and the Company will negotiate the minimum required for each year subsequent to December 31, 2017.

 

16


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

 

5.

COMMITMENTS AND CONTINGENCIES (continued)

 

For the coming year ended December 31, 2018, the Company must purchase a minimum of forty-eight thousand pounds of product which approximates $432,000. The terms of this agreement mature on September 29, 2021, with provisions to renew for a successive one year term. As of December 31, 2017, the Company had a prepaid balance for purchases from this vendor of approximately $1,875,800 , of which $579,800 is included in prepaid expenses and $1,296,000 is included in other assets in the Company’s combined balance sheets.

Debt – The Company is a guarantor on loans entered into by companies related through common ownership. The promissory notes are collateralized by property and various assets of the borrower with maturity dates ranging from 2018 to 2020. The total monthly installment amounts are approximately $29,000, with outstanding balances of approximately $3,796,000 and $7,267,000 as of December 31, 2017 and 2016. The Company is required to perform upon the related companies’ default for any present or future obligations. The related companies are performing on their debt obligations; therefore, no amount of the guaranteed debt is included in the Company’s combined financial statements.

 

6.

INCOME TAXES

The Company’s provision for income taxes for the years ended December 31, 2017 and 2016 is comprised of the following:    

 

     2017      2016  

State income tax

   $ (35,614    $ 120,616  

Foreign income tax - Canada

     57,742        32,683  
  

 

 

    

 

 

 

Total provision for income taxes

   $ 22,128      $ 153,299  
  

 

 

    

 

 

 

 

17


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

 

6.

INCOME TAXES (continued)

 

The Company’s provision for income taxes differed from the statutory rate of 34% as follows:

 

     2017      2016  

Tax expense at statutory rate

   $ 7,579,648      $ 372,117  

Add effects of:

     

Income on pass thru entities

     (7,186,326      25,736  

State income tax

     (1,522      120,616  

Excludible income under Section 831(b)

     (332,897      (356,371

Capital loss carryforward

     (7,904      1,651  

Dividend received deduction

     (21,323      (7,429

Rate differential

     (7,548      (3,021
  

 

 

    

 

 

 

Total provision for income taxes

   $ 22,128      $ 153,299  
  

 

 

    

 

 

 

As of December 31, 2017 and 2016, the Company had no deferred tax assets.

 

7.

SUBSEQUENT EVENTS

On October 25, 2018, the Company was acquired by a public entity. As part of the acquisition, MOTI’s finite life was eliminated.

The Company has performed a review of subsequent events through the date of the opinion, which is the date the combined financial statements were available for issuance, and concludes there were no other events, except as mentioned above, or transactions occurring during this period that required recognition or disclosure in the combined financial statements. Any events occurring after this date have not been factored into the combined financial statements being presented.

 

18


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

 

8.

RECENTLY ISSUED AUTHORITATIVE GUIDANCE

 

ASU 2016-02, “Leases (Topic 842).” In February 2016, the FASB amended existing guidance that requires lessees recognize the following for all leases (with the exception of short term leases) at the commencement date (1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use or control the use of a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary; lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments will be effective for financial statements issued for fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact this change will have on the Company’s combined financial statements, but believes it will have little impact on operating results but will create significant additional assets and debt obligations, primarily related to leased premises and equipment treated as operating leases under current GAAP.

ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” In May 2014, the FASB amended existing guidance related to revenue from contracts with customers. This amendment supersedes and replaces nearly all existing revenue recognition guidance, including industry-specific guidance, establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In addition, this amendment specifies the accounting for some costs to obtain or fulfill a contract with a customer. The amendments will be effective for annual periods beginning after December 15, 2018 and are expected to have a significant impact on the Company’s combined financial statements. Management is finalizing their assessment and have identified that most revenue line items are within the scope of this new guidance. Management does not expect the new standard to result in a material change for revenue because the majority of the Company’s current recognition policies will not be changed. Significant disclosures are expected to be noted in future periods.

Several other Accounting Standards were proposed and approved with effective dates ranging from fiscal year 2017 to fiscal year 2021. The new authoritative guidance except as noted above is not expected to have a significant impact to the Company’s combined financial statements.

 

19

Exhibit 99.2

 

M AGNUM O IL T OOLS

A UDITED C OMBINED F INANCIAL S TATEMENTS

AS OF AND FOR THE YEAR ENDED

D ECEMBER 31, 2015

 

LOGO

 


M AGNUM O IL T OOLS

A UDITED C OMBINED F INANCIAL S TATEMENTS

A S OF AND FOR THE YEAR ENDED

D ECEMBER 31, 2015

Contents

 

Audited Combined Financial Statements   

Independent Auditor’s Report

     1  

Combined Balance Sheet

     3  

Combined Statement of Income

     4  

Combined Statement of Comprehensive Income

     5  

Combined Statement of Partners’ Capital

     6  

Combined Statement of Cash Flows

     7  

Notes to the Combined Financial Statements

     8  

 


LOGO

Independent Auditor’s Report

To the Members of the Audit Committee and Management

Magnum Oil Tools

Corpus Christi, Texas

We have audited the accompanying combined financial statements of Magnum Oil Tools (the “Company”), which comprise the combined balance sheet as of December 31, 2015, and the related combined statements of income, comprehensive income, partners’ capital, and cash flows for the year then ended, and the related notes to the combined financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatements, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audit. We conducted our audit in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.


Opinion

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Magnum Oil Tools as of December 31, 2015, and the results of their operations and their cash flows for the year then ended in accordance with U.S. generally accepted accounting principles.

 

/s/ Fisher, Herbst & Kemble, P.C.

San Antonio, Texas
December 26, 2018


MAGNUM OIL TOOLS

COMBINED BALANCE SHEET

DECEMBER 31, 2015

 

ASSETS

  

Current Assets

  

Cash and cash equivalents

   $ 28,644,667  

Accounts receivable - net of allowance for doubtful accounts of $986,565

     13,332,672  

Inventories

     17,400,012  

Other receivables

     965,572  

Prepaid expenses

     1,588,208  
  

 

 

 

Total Current Assets

     61,931,131  

Non-current Assets

  

Property, plant and equipment, net

     5,147,835  

Related party receivables

     787,457  

Deposits

     61,182  

Other assets

     5,837  
  

 

 

 

Total Assets

   $ 67,933,442  
  

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

  

Current Liabilities

  

Accounts payable

   $ 1,154,197  

Accrued expenses

     3,339,025  

Distributions payable

     2,632,080  

Income tax payable

     129,702  
  

 

 

 

Total Current Liabilities

     7,255,004  

Non-Current Liabilities

  

Related party payable

     902,524  
  

 

 

 

Total Liabilities

     8,157,528  

Partners’ Capital

  

Partners’ capital

     60,597,897  

Accumulated other comprehensive loss

     (821,983
  

 

 

 

Total Partners’ Capital

     59,775,914  
  

 

 

 

Total Liabilities and Partners’ Capital

   $ 67,933,442  
  

 

 

 

See notes to the combined financial statements.

 

3


MAGNUM OIL TOOLS

COMBINED STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 2015

 

SALES

   $  109,771,233  

COST OF SALES

     71,807,315  
  

 

 

 

GROSS PROFIT

     37,963,918  

OPERATING EXPENSES

  

Advertising

     1,282,569  

Bad debts

     986,565  

Depreciation and amortization

     1,417,369  

Entertainment and travel

     2,119,130  

Information technology expense

     816,657  

Insurance

     3,463,464  

Management fees

     207,542  

Occupancy expense

     3,976,510  

Office expense

     251,173  

Professional fees

     1,695,389  

Salaries, wages and benefits

     20,780,160  

Other operating expenses

     137,377  
  

 

 

 

Total operating expenses

     37,133,905  
  

 

 

 

OPERATING INCOME

     830,013  

OTHER INCOME (EXPENSE)

  

Miscellaneous income

     1,268,558  

Interest income

     230  

Gain on sale of assets

     35,892  

Abandonment loss

     (166,955

Other losses - See Note 6

     (1,000,000

Interest expense

     (10,652

Other expense

     (32,466
  

 

 

 

Total other income

     94,607  
  

 

 

 

INCOME BEFORE PROVISION FOR INCOME TAXES

     924,620  

PROVISION FOR INCOME TAXES

     177,545  
  

 

 

 

NET INCOME

   $ 747,075  
  

 

 

 

See notes to the combined financial statements.

 

4


MAGNUM OIL TOOLS

COMBINED STATEMENT OF COMPREHENSIVE INCOME

YEAR ENDED DECEMBER 31, 2015

 

NET INCOME

   $ 747,075  

OTHER COMPREHENSIVE INCOME

  

Changes in unrealized gains and losses on foreign currency translation

     (610,660
  

 

 

 

Other comprehensive loss

     (610,660
  

 

 

 

Comprehensive Income

   $ 136,415  
  

 

 

 

See notes to the combined financial statements.

 

5


MAGNUM OIL TOOLS

COMBINED STATEMENT OF PARTNERS’ CAPITAL

YEAR ENDED DECEMBER 31, 2015

 

     Partners’
Capital
    Accumulated
Other
Comprehensive
Income (Loss)
    Total Partners’
Capital
 

Balance at January 1, 2015

   $ 83,571,424     $ (211,323   $ 83,360,101  

Partner distributions

     (23,720,602     —         (23,720,602

Change in accumulated other comprehensive loss -foreign currency translation

     —         (610,660     (610,660

Net income from the year

     747,075       —         747,075  
  

 

 

   

 

 

   

 

 

 

Balance at December 31, 2015

   $ 60,597,897     $ (821,983   $ 59,775,914  
  

 

 

   

 

 

   

 

 

 

See notes to the combined financial statements.

 

6


MAGNUM OIL TOOLS

COMBINED STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2015

 

OPERATING ACTIVITIES

  

Net income

   $ 747,075  

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

  

Change in obsolete inventory reserve

     17,291,923  

Depreciation and amortization expense

     1,417,369  

Bad debt - accounts receivable

     986,565  

Abandonment loss

     166,955  

Gain on sale of fixed assets

     (35,892

Effect of exchange rate changes on cash

     (610,660

Net change in:

  

Accounts receivable

     15,139,302  

Other receivables

     2,848,293  

Inventories

     7,140,231  

Deposits

     (17,282

Prepaid expenses and other assets

     (554,646

Related party receivables

     (701,502

Related party payables

     (3,112,531

Accounts payable

     (754,435

Accrued expenses

     274,244  

Income tax payable

     129,702  

Distributions payable

     2,632,080  
  

 

 

 

Net cash provided by operating activities

     42,986,791  
  

 

 

 

INVESTING ACTIVITIES

  

Proceeds from sale of fixed assets

     224,533  

Purchase of property and equipment

     (2,663,793
  

 

 

 

Net cash used in investing activities

     (2,439,260
  

 

 

 

FINANCING ACTIVITIES

  

Partner distributions

     (23,720,602
  

 

 

 

Net cash used in financing activities

     (23,720,602
  

 

 

 

INCREASE IN CASH AND CASH EQUIVALENTS

     16,826,929  

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

     11,817,738  
  

 

 

 

CASH AND CASH EQUIVALENTS AT END OF YEAR

   $ 28,644,667  
  

 

 

 

See notes to the combined financial statements.

 

7


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2015

 

1.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Operations – These combined financial statements for Magnum Oil Tools (the “Company”) include the following business operations:

Magnum Oil Tools International, LTD (“MOTI”) , a Texas limited partnership, is a diversified organization engaged in a wide variety of business activities, providing energy related products and services on a global basis. As of December 31, 2015, MOTI has a finite life and will cease to exist October 6, 2056.

Magnum Oil Tools Canada Ltd (“MOT Canada”) , a limited liability corporation, purchases finished goods exclusively from MOTI for resale to international customers

Magnum Oil Tools GP, LLC (“MOT GP”) , a limited liability company, provides management services exclusively to MOTI.

Basis of Preparation – These combined financial statements reflect the Company’s financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles (“GAAP”). The combined financial position, results of operations and cash flows of the Company may not be indicative of the Company had it been a separate stand-alone entity during the periods presented, nor are the results stated herein indicative of what the Company’s financial position, results of operations and cash flows may be in the future.

These combined financial statements include all of the Company’s majority-owned subsidiaries and all of its wholly owned entities. All intercompany balances and transactions have been eliminated. The accounting policies set out below have been applied in preparing the combined financial statements for the year ended December 31, 2015.

Use of Estimates – The preparation of combined financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management believes that these estimates and assumptions provide a reasonable basis for the fair presentation of the combined financial statements. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the estimate of inventory valuation and allowance for doubtful accounts.

 

8


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2015

 

1.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Foreign Currency Translation – The functional currency for MOT Canada is the local currency. Adjustments resulting from translating local currency financial statements to U.S. dollars are reflected in accumulated other comprehensive income (loss).

Cash and Cash Equivalents – For the purpose of presentation in the combined financial statements of cash flows, cash and cash equivalents are defined as all bank deposits and short-term securities with original maturities of three months or less. The majority of cash and cash equivalents of the Company are maintained with major financial institutions in the United States and Canada; these financial institutions are subject to the Federal Deposit Insurance Corporation (“FDIC”) and the Canada Deposit Insurance Corporation (“CDIC”), respectively. The FDIC insurance coverage is $250,000 per depositor. The CDIC insurance coverage is $100,000 (Canadian dollars) per depositor. As such, interest bearing, non-transaction account deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and therefore, bear minimal risk. As of December 31, 2015, the maximum credit risk exposure is $28,948,262 . In monitoring this credit risk, the Company periodically evaluates the stability of the financial institutions with which it has deposits.

Property, Plant and Equipment, Net – Property, plant and equipment are stated at cost, less accumulated depreciation. Improvements or betterments of a permanent nature are capitalized. Expenditures for maintenance and repairs are charged to expense when incurred. The cost of assets retired or otherwise disposed of, and the related accumulated depreciation, are eliminated from the accounts in the year of disposal. Gains or losses resulting from property disposals are credited or charged to current operations.

The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the assets. Building improvements are depreciated over a period ranging from five to thirty-nine years, machinery and equipment are depreciated over a period ranging from three to seven years, furniture and fixtures are depreciated over seven years, software is amortized over three years, and vehicles are depreciated over a period of five years. The expected useful lives of property, plant and equipment are reviewed annually.

 

9


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2015

 

1.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Inventories – Inventories consist of raw materials for the production of finished goods, and finished goods which include a variety of consumable downhole completion products. They are stated at the lower of average cost or net realizable value and are reviewed periodically for obsolescence. Inventory costs are relieved using specific identification in the execution of tools sales.

As of December 31, 2015, inventories consisted of the following:

 

Components (inclusive of raw material)

   $ 8,294,089  

Finished goods (assemblies)

     8,866,698  

Work in progress

     239,225  
  

 

 

 
   $ 17,400,012  
  

 

 

 

Prepaid Expense – Prepaid expenses represent payments for insurance and supplies that will benefit future periods.

Accounts Receivable and Allowance for Doubtful Accounts – Accounts receivables primarily consist of amounts due for oil tool sales and related services already performed. The allowance for doubtful accounts is established based on estimated losses through a provision for bad debts charged to earnings. Losses are charged against the allowance when management believes the uncollectibility of a receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The Company provides an assessment of allowances based on an analysis of historic trends of collection and cancellation activity. This estimate is impacted by a number of factors, including changes in the economy, relocations, and demographic or competitive changes in areas of operation. Consequently, an adverse change in those factors could affect the Company’s estimate of its bad debts. The allowance for doubtful accounts as of December 31, 2015 was $986,565 .

Accounts Payable and Accruals – Liabilities are recognized for amounts to be paid in the future for goods and services received, whether billed by the supplier or not.

 

10


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2015

 

1.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Recognition – The Company accounts for its revenues using the accrual basis of accounting. Revenues from product sales are recognized when risk associated with ownership has passed to the customer. Generally, the date of delivery corresponds to the date upon which the customer takes title to the product and assumes all risk and rewards of ownership.

Income Taxes – MOTI files a Form 1065, U.S. Return of Partnership Income. MOT GP files a Form 1120S, U.S. Income Tax Return for an S Corporation.

The aforementioned partnerships and corporations are not taxpaying entities for federal income tax purposes; accordingly, a provision for income taxes for these entities has not been recorded in the accompanying combined financial statements. The respective income or losses are reflected in the partners’ and shareholders’ individual or corporate tax returns in accordance with their ownership percentages. The partners’ and shareholders’ quarterly estimated tax payments are funded by the entities to satisfy their individual tax obligations.

MOT Canada is a Canadian entity which is subject to relevant foreign tax jurisdictions. MOT Canada files an Alberta Corporate Income Tax Return – AT1 to the Alberta Tax and Revenue Administration. MOT Canada also files a T2 Corporation Income Tax Return to the Canada Revenue Agency.

Such expenses derived from the aforementioned tax jurisdictions are included with provisions for income taxes as presented in the combined statement of income. The Company does pay franchise taxes, which are considered income taxes under the authoritative guidance.

The tax jurisdictions which impose a franchise tax include the state of Texas; at December 31, 2015, the Company’s outstanding franchise tax liability was $102,037 which is composed of the balance of income tax payable in its combined balance sheet. Other relevant state tax jurisdictions include the filing of composite tax returns for the states of Arkansas, Colorado, Louisiana, Mississippi, Montana, North Dakota, Ohio, Oklahoma, Pennsylvania, and Utah. These returns are filed to eliminate the need for non-residents to file an individual tax return on their earnings from a resident company. As of December 31, 2015, the Company had a prepaid balance of $344,204 related to state taxes which is included in prepaid expenses in its combined balance sheet.

 

11


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2015

 

1.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The Company has adopted the provisions of FASB, Accounting Standards Codification 740, “Income Taxes (ASC 740)” , effective January 1, 2009. ASC 740 provides guidance regarding the recognition, measurement, presentation and disclosure in its combined financial statements of tax positions taken or expected to be taken on a tax return, including the decision whether to file or not to file in a particular jurisdiction. U.S. generally accepted accounting principles require the Company management to evaluate tax positions taken by the Company and recognize a tax liability (or asset) if the Company has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Company’s management has analyzed the tax positions taken by the Company, and has concluded that as of December 31, 2015 , there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in its combined financial statements. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Company’s management believes it is no longer subject to income tax examinations for years prior to 2014.

Concentration of Credit Risk – Financial instruments which potentially subject the Company to concentrations of credit risk include cash, cash equivalents, and accounts receivable.

The Company’s financial condition, and results of operations, are highly dependent upon the prevailing market prices of, and demand for, oil and natural gas. The Company cannot predict future oil and gas demand with any degree of certainty. Sustained weakness in the oil and gas markets may adversely affect its financial condition and results of operations. Similarly, any improvement in oil and gas prices can have a favorable impact on the Company’s financial condition, results of operations and capital resources.

The Company manages credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

Advertising – The Company expenses all advertising costs as incurred. Advertising costs totaled approximately $1,282,569 for the year ended December 31, 2015.

 

12


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2015

 

1.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Statement of Cash Flows – Supplemental information on cash flows for the year ended December 31, 2015 were as follows:

 

Cash paid during the year for taxes

   $ 1,295,181  

Cash paid during the year for interest

   $ 10,652  

Employee Advances – During the year, the Company made advances to employees to be repaid from their earnings over a specified time agreed to by the Company and the employee. At December 31, 2015, the employee advances totaled $2,666, which is included in other receivables in the Company’s combined balance sheet.

 

2.

RELATED PARTY TRANSACTIONS

The Company leases office space in Corpus Christi and Midland, Texas from an affiliated entity related through common ownership. During 2015, $1,148,702 of rental expense was paid to this affiliate. These leases are classified as operating leases for which the non-cancelable portion of the respective obligations exceeding twelve months have been included in Note 5.

Included in the Company’s combined balance sheet as of December 31, 2015 are related party receivables (payables) as follows:

 

Fajitaville Grille North Beach, Inc.

   $ 2,000  

Frazier Technologies LLC

   $ 125,000  

Gulf Beach Operations, LLC

   $ 2,000  

Magnum International IC-DISC, Inc.

   $ 64,102  

Marinaville, LLC

   $ 3,500  

WTF Insurance Company Ltd

   $ 580,855  

WTF Properties LLC

   $ 10,000  

Frazier Technologies LLC

   $ (902,524

 

13


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2015

 

2.

RELATED PARTY TRANSACTIONS (continued)

 

During the year ended December 31, 2015, the Company also provided management and accounting services to various entities related through common ownership. These amounts are reflected as miscellaneous income in the Company’s combined statement of income. The following schedule summarizes the total management and accounting fees earned for the year ended December 31, 2015 from related parties:

 

Advanced Solids Control, LLC

   $ 72,000  

Marinaville, LLC

     42,000  

Fajitaville Grille North Beach, Inc.

     24,000  

Gulf Beach Operations, LLC

     24,000  

Frazier Technologies, LLC

     902,524  

Magnum International IC-DISC, Inc.

     565,898  

WTF Insurance Company Ltd

     1,111,025  

WTF Properties, LLC

     10,000  
  

 

 

 

Total

   $ 2,751,447  
  

 

 

 

 

3.

PROPERTY, PLANT AND EQUIPMENT

The following is a summary of property and equipment, at cost, less accumulated depreciation as of December 31, 2015:

 

Machinery and equipment

   $ 5,295,538  

Buildings improvements

     513,914  

Furniture and fixtures

     575,777  

Software

     790,001  

Vehicles

     1,248,790  
  

 

 

 
     8,424,020  

Less: accumulated depreciation and amortization

     (3,276,185
  

 

 

 

Total property and equipment, net

   $ 5,147,835  
  

 

 

 

 

14


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2015

 

3.

PROPERTY, PLANT AND EQUIPMENT (continued)

 

Depreciation and amortization expense related to property and equipment was $1,413,200 for the year ended December 31, 2015.

In 2015, the Company retired furniture, fixtures and equipment with a cumulative unamortized cost basis of $166,955 , which is presented as abandonment loss in the Company’s combined statement of income.

During 2015, the Company also sold or traded furniture, vehicles and setting tools for proceeds of $224,947 resulting in a gain of $35,892 .

 

4.

DEFINED CONTRIBUTION PLAN

The Company provides post-retirement benefits to employees in the form of a Profit Sharing Plan and 401(k) Plan. As of December 31, 2015, in order to maintain “safe harbor” status, the Company offered a safe harbor matching contribution equal to 100% of salary deferrals that do not exceed 3% of a participant’s compensation plus 50% of salary deferrals between 3% and 5%. The Company may also offer a discretionary contribution to its employees, eligible for the Profit Sharing Plan. Total contributions to the plan for the year ended December 31, 2015 were $425,445 in safe harbor matches and $435,848 in profit sharing contributions.

 

5.

COMMITMENTS AND CONTINGENCIES

Legal – The Company has been and may in the future be involved as a party to various legal proceedings, which are incidental to the ordinary course of business. The Company regularly analyses current information and, as necessary, provides accruals for probable liabilities on the eventual disposition of these matters. In the opinion of management and legal counsel, as of December 31, 2015, there were no threatened or pending legal matters that would have a material impact on the Company’s combined financial statements.

Leases – Operating lease agreements include leases for transportation equipment, machinery, and office space. Rental expense of $2,403,690 was recorded for the year ended December 31, 2015, and is included in occupancy expense in the Company’s combined statement of income.

 

15


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2015

 

5.

COMMITMENTS AND CONTINGENCIES (continued)

 

Future net minimum lease payments for non-cancellable operating leases were as follows:

 

2016

   $ 1,558,661  

2017

     1,207,529  

2018

     728,556  

2019

     153,645  

2020

     23,200  
  

 

 

 

Total

   $ 3,671,591  
  

 

 

 

Debt – The Company is a guarantor on loans entered into by companies related through common ownership. The promissory notes are collateralized by property and various assets of the borrower with maturity dates ranging from 2018 to 2020. The total monthly installment amounts are approximately $61,000, with outstanding balances of approximately $6,990,043 as of December 31, 2015. The Company is required to perform upon the related companies’ default for any present or future obligations. The related companies are performing on their debt obligations; therefore, no amount of the guaranteed debt is included in the Company’s combined financial statements.

Line of Credit – On August 18, 2016, the Company renewed an existing line of credit with a financial institution in the amount of $8,000,000, which includes terms as outlined in the original note. The original note was dated August 17, 2015, in the amount of $10,000,000 with interest at the prime rate as published by The Wall Street Journal plus 0.250 percentage points and is measured on a daily basis. Interest is due monthly and all principal and accrued interest is due and payable on the maturity date. As of December 31, 2015, the Company had not taken any advances on the line of credit.

 

6.

OTHER LOSSES

On May 18, 2017, the Company reached an agreement regarding billing errors to a customer which included amounts related to prior periods, resulting in a $1,000,000 settlement due in 2017.

 

16


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2015

 

7.

INCOME TAXES

 

The Company’s provision for income taxes is as follows for the year ended December 31, 2015:

 

State income tax

   $ 120,147  

Foreign income tax - Canada

     57,398  
  

 

 

 

Total provision for income taxes

   $ 177,545  
  

 

 

 

The provision for income tax differed from the statutory rate of 34% as follows:

 

Tax expense at statutory rate

   $ 314,371  

Add effects of:

  

Income on pass thru entities

     (314,371

State income tax

     120,147  

Foreign income tax

     57,398  
  

 

 

 

Total provision for income taxes

   $ 177,545  
  

 

 

 

As of December 31, 2015, the Company had no deferred tax assets.

 

8.

SUBSEQUENT EVENTS

On October 25, 2018, the Company was acquired by a public entity. As part of the acquisition, MOTI’s finite life was eliminated.

The Company has performed a review of subsequent events through the date of the opinion, which is the date the combined financial statements were available for issuance, and concludes that except for the subsequent event note above, there were no other events or transactions occurring during this period that required recognition or disclosure in the combined financial statements. Any events occurring after this date have not been factored into the combined financial statements being presented.

 

17


MAGNUM OIL TOOLS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2015

 

9.

RECENTLY ISSUED AUTHORITATIVE GUIDANCE

ASU 2016-02, “Leases (Topic 842).” In February 2016, the FASB amended existing guidance that requires lessees recognize the following for all leases (with the exception of short term leases) at the commencement date (1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use or control the use of a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary; lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments will be effective for financial statements issued for fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact this change will have on the Company’s combined financial statements, but believes it will have little impact on operating results but will create significant additional assets and debt obligations, primarily related to leased premises and equipment treated as operating leases under current GAAP.

ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” In May 2014, the FASB amended existing guidance related to revenue from contracts with customers. This amendment supersedes and replaces nearly all existing revenue recognition guidance, including industry-specific guidance, establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In addition, this amendment specifies the accounting for some costs to obtain or fulfill a contract with a customer. The amendments will be effective for annual periods beginning after December 15, 2018 and are expected to have a significant impact on the Company’s combined financial statements. Management is finalizing their assessment and have identified that most revenue line items are within the scope of this new guidance. Management does not expect the new standard to result in a material change for revenue because the majority of the Company’s current recognition policies will not be changed. Significant disclosures are expected to be noted in future periods.

Several other Accounting Standards were proposed and approved with effective dates ranging from fiscal year 2017 to fiscal year 2021. The new authoritative guidance except as noted above is not expected to have a significant impact to the Company’s combined financial statements.

 

18

Exhibit 99.3

M AGNUM O IL T OOLS

U NAUDITED C OMBINED F INANCIAL S TATEMENTS

A S OF S EPTEMBER 30, 2018 A ND

F OR T HE N INE M ONTHS E NDED

S EPTEMBER 30, 2018 A ND 2017

 

LOGO


MAGNUM OIL TOOLS

UNAUDITED COMBINED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2018 AND

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

Contents

 

Unaudited Combined Financial Statements

  

Unaudited Combined Balance Sheet

     1  

Unaudited Combined Statements of Income

     2  

Unaudited Combined Statements of Comprehensive Income

     3  

Unaudited Combined Statements of Partners’ Capital

     4  

Unaudited Combined Statements of Cash Flows

     5  

Notes to the Unaudited Combined Financial Statements

     6  

 


MAGNUM OIL TOOLS

UNAUDITED COMBINED BALANCE SHEET

SEPTEMBER 30, 2018

 

ASSETS

  

Current Assets

  

Cash and cash equivalents

   $ 8,252,028  

Accounts receivable - net of allowance for doubtful accounts of $753,070

     33,492,826  

Inventories

     52,941,805  

Other receivables

     1,208,512  

Prepaid expenses

     1,134,126  
  

 

 

 

Total Current Assets

     97,029,297  

Non-current Assets

  

Property, plant and equipment, net

     2,697,089  

Related party receivables

     3,190  

Deposits

     85,474  

Other assets

     986,608  
  

 

 

 

Total Assets

   $ 100,801,658  
  

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

  

Current Liabilities

  

Accounts payable

   $ 5,325,721  

Accrued expenses

     4,450,799  

Income tax payable

     928,326  
  

 

 

 

Total Current Liabilities

     10,704,846  

Non-Current Liabilities

  

Related party payable

     4,039,381  
  

 

 

 

Total Liabilities

     14,744,227  

Partners’ Capital

  

Partners’ capital

     86,687,796  

Accumulated other comprehensive loss

     (630,365
  

 

 

 

Total Partners’ Capital

     86,057,431  
  

 

 

 

Total Liabilities and Partners’ Capital

   $ 100,801,658  
  

 

 

 

See notes to the unaudited combined financial statements.

 

1


MAGNUM OIL TOOLS

UNAUDITED COMBINED STATEMENTS OF INCOME

NINE MONTHS ENDED SEPTEMBER 30,

 

     2018     2017  

SALES

   $ 113,840,579     $ 64,184,837  

COST OF SALES

     67,095,018       38,127,795  
  

 

 

   

 

 

 

GROSS PROFIT

     46,745,561       26,057,042  

OPERATING EXPENSES

    

Advertising

     287,416       140,868  

Bad debts

     122,905       170,416  

Benefits

     —         25,863  

Depreciation and amortization

     161,550       192,220  

Entertainment and travel

     421,822       254,075  

Information technology expense

     230,383       113,118  

Insurance

     1,936,915       1,270,737  

Management fees

     351,261       110,780  

Occupancy expense

     604,676       334,267  

Office expense

     118,834       38,642  

Professional fees

     838,286       551,140  

Salaries, wages and benefits

     7,275,785       6,201,127  

Other operating expenses

     78,506       115,661  
  

 

 

   

 

 

 

Total operating expenses

     12,428,339       9,518,914  
  

 

 

   

 

 

 

OPERATING INCOME

     34,317,222       16,538,128  

OTHER INCOME (EXPENSE)

    

Miscellaneous income

     174,380       436,442  

Interest income

     35       1,540  

Gain (loss) on sale of assets

     175,985       (4,197

Abandonment loss

     (18,791     (97,914

Other losses

     (36,717     —    

Interest expense

     (8,121     (8,287
  

 

 

   

 

 

 

Total other income

     286,771       327,584  
  

 

 

   

 

 

 

INCOME BEFORE PROVISION FOR INCOME TAXES

     34,603,993       16,865,712  

PROVISION FOR INCOME TAXES

     1,100,765       115,642  
  

 

 

   

 

 

 

NET INCOME

   $ 33,503,228     $ 16,750,070  
  

 

 

   

 

 

 

See notes to the unaudited combined financial statements.

 

2


MAGNUM OIL TOOLS

UNAUDITED COMBINED STATEMENTS OF COMPREHENSIVE INCOME

NINE MONTHS ENDED SEPTEMBER 30,

 

     2018     2017  

NET INCOME

   $ 33,503,228     $ 16,750,070  

OTHER COMPREHENSIVE INCOME (LOSS)

    

Changes in unrealized gains and losses on foreign currency translation

     (84,444     142,742  
  

 

 

   

 

 

 

Other comprehensive income (loss)

     (84,444     142,742  
  

 

 

   

 

 

 

Comprehensive Income

   $ 33,418,784     $ 16,892,812  
  

 

 

   

 

 

 

See notes to the unaudited combined financial statements.

 

3


MAGNUM OIL TOOLS

UNAUDITED COMBINED STATEMENTS OF PARTNERS’ CAPITAL

NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

 

     Partners’
Capital
    Accumulated
Other
Comprehensive
Income (Loss)
    Total Partners’
Capital
 

Balance at January 1, 2017

   $ 48,033,278     $ (755,486   $ 47,277,792  

Partner distributions

     (2,144,571     —         (2,144,571

Change in accumulated other comprehensive income (loss) - foreign currency translation

     —         142,742       142,742  

Net income - nine months ended September 30, 2017

     16,750,070       —         16,750,070  
  

 

 

   

 

 

   

 

 

 

Balance at September 30, 2017

   $ 62,638,777     $ (612,744   $ 62,026,033  
  

 

 

   

 

 

   

 

 

 

Balance at January 1, 2018

   $ 67,920,409     $ (545,921   $ 67,374,488  

Partner distributions

     (14,735,841     —         (14,735,841

Change in accumulated other comprehensive income (loss) - foreign currency translation

     —         (84,444     (84,444

Net income - nine months ended September 30, 2018

     33,503,228       —         33,503,228  
  

 

 

   

 

 

   

 

 

 

Balance at September 30, 2018

   $ 86,687,796     $ (630,365   $ 86,057,431  
  

 

 

   

 

 

   

 

 

 

See notes to the unaudited combined financial statements.

 

4


MAGNUM OIL TOOLS

UNAUDITED COMBINED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30,

 

     2018     2017  

OPERATING ACTIVITIES

    

Net income

   $ 33,503,228     $ 16,750,070  

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

    

Change in obsolete inventory reserve

     (3,750,806     (1,526,384

Depreciation and amortization expense

     669,091       872,076  

Bad debt - accounts receivable

     122,905       170,416  

Abandonment loss

     18,791       97,914  

(Gain) loss on sale of fixed assets

     (175,985     4,557  

Effect of exchange rate changes on cash

     (84,444     142,742  

Net change in:

    

Accounts receivable

     (13,697,373     (7,502,709

Other receivables

     80,475       (678,454

Inventories

     (19,782,635     (11,909,768

Deposits

     (35,092     11,300  

Prepaid expenses and other assets

     217,370       (1,040,438

Related party receivables

     (2,901     (369,328

Related party payables

     2,315,976       (772,547

Accounts payable

     4,023,213       1,371,990  

Accrued expenses

     61,742       348,007  

Income tax payable

     900,797       (58,464
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     4,384,352       (4,089,020
  

 

 

   

 

 

 

INVESTING ACTIVITIES

    

Proceeds from sale of fixed assets

     243,219       37,386  

Purchase of property and equipment

     (590,278     (110,204
  

 

 

   

 

 

 

Net cash used in investing activities

     (347,059     (72,818
  

 

 

   

 

 

 

FINANCING ACTIVITIES

    

Partner distributions

     (14,735,841     (2,144,571
  

 

 

   

 

 

 

Net cash used in financing activities

     (14,735,841     (2,144,571
  

 

 

   

 

 

 

DECREASE IN CASH AND CASH EQUIVALENTS

     (10,698,548     (6,306,409

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

     18,950,576       23,101,383  
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 8,252,028     $ 16,794,974  
  

 

 

   

 

 

 

See notes to the unaudited combined financial statements.

 

5


MAGNUM OIL TOOLS

NOTES TO THE UNAUDITED COMBINED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2018 AND

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

 

1.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations – These unaudited combined financial statements for Magnum Oil Tools (the “Company”) include the following business operations:

Magnum Oil Tools International, LTD (“MOTI”), a Texas limited partnership, is a diversified organization engaged in a wide variety of business activities, providing energy related products and services on a global basis. As of September 30, 2018, MOTI has a finite life and will cease to exist October 6, 2056.

Magnum Oil Tools Canada Ltd (“MOT Canada”), a limited liability corporation, purchases finished goods exclusively from MOTI for resale to international customers.

Magnum Oil Tools GP, LLC (“MOT GP”), a limited liability company, provides management services exclusively to MOTI.

Basis of Preparation – These unaudited combined financial statements reflect the Company’s financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles (“GAAP”). The combined financial position, results of operations and cash flows of the Company may not be indicative of the Company had it been a separate stand-alone entity during the periods presented, nor are the results stated herein indicative of what the Company’s financial position, results of operations and cash flows may be in the future.

These unaudited combined financial statements have not been audited by independent accountants. In the opinion of management, these unaudited combined financial statements reflect all adjustments necessary to fairly state the Company’s financial position at September 30, 2018 and its results of operations and cash flows for the nine months ended September 30, 2018 and 2017. All such adjustments are of a normal recurring nature. The results of interim periods are not necessarily indicative of annual results.

These unaudited combined financial statements include all of the Company’s majority-owned subsidiaries and all of its wholly owned entities. All intercompany balances and transactions have been eliminated.

 

6


MAGNUM OIL TOOLS

NOTES TO THE UNAUDITED COMBINED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2018 AND

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

 

 

1.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Use of Estimates – The preparation of unaudited combined financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management believes that these estimates and assumptions provide a reasonable basis for the fair presentation of the unaudited combined financial statements. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the estimate of inventory valuation and allowance for doubtful accounts.

Foreign Currency Translation – The functional currency for MOT Canada is the local currency. Adjustments resulting from translating local currency financial statements to U.S. dollars are reflected in accumulated other comprehensive income.

Cash and Cash Equivalents – For the purpose of presentation in the unaudited combined financial statements of cash flows, cash and cash equivalents are defined as all bank deposits and short-term securities with original maturities of three months or less. The majority of cash and cash equivalents of the Company are maintained with major financial institutions in the United States and Canada; these financial institutions are subject to the Federal Deposit Insurance Corporation (“FDIC”) and the Canada Deposit Insurance Corporation (“CDIC”), respectively. The FDIC insurance coverage is $250,000 per depositor. The CDIC insurance coverage is $100,000 (Canadian dollars) per depositor. As such, interest bearing, non-transaction account deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and therefore, bear minimal risk. As of September 30, 2018, the maximum credit risk exposure is $7,820,471 . In monitoring this credit risk, the Company periodically evaluates the stability of the financial institutions with which it has deposits.

Property, Plant and Equipment, Net – Property, plant and equipment are stated at cost, less accumulated depreciation. Improvements or betterments of a permanent nature are capitalized. Expenditures for maintenance and repairs are charged to expense when incurred. The cost of assets retired or otherwise disposed of, and the related accumulated depreciation, are eliminated from the accounts in the year of disposal. Gains or losses resulting from property disposals are credited or charged to current operations.

 

7


MAGNUM OIL TOOLS

NOTES TO THE UNAUDITED COMBINED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2018 AND

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

 

 

1.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the assets. Building improvements are depreciated over a period ranging from five to thirty-nine years, machinery and equipment are depreciated over a period ranging from three to seven years, furniture and fixtures are depreciated over seven years, software is amortized over three years, and vehicles are depreciated over a period of five years. The expected useful lives of property, plant and equipment are reviewed annually.

Inventories – Inventories consist of raw materials for the production of finished goods, and finished goods which include a variety of consumable downhole completion products. Finished goods consist of raw materials, labor, direct and indirect costs. They are stated at the lower of average cost or net realizable value and are reviewed periodically for obsolescence. Inventory costs are relieved using specific identification in the execution of tools sales.

Inventories consisted of the following as of September 30, 2018:

 

Components (inclusive of raw material)

   $ 37,835,572  

Finished goods (assemblies)

     14,250,315  

Work in progress

     855,918  
  

 

 

 
   $ 52,941,805  
  

 

 

 

Prepaid Expense – Prepaid expenses represent payments for insurance and supplies that will benefit future periods.

Accounts Receivable and Allowance for Doubtful Accounts – Accounts receivables primarily consist of amounts due for oil tool sales and related services already performed. The allowance for doubtful accounts is established based on estimated losses through a provision for bad debts charged to earnings. Losses are charged against the allowance when management believes the uncollectibility of a receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance.

 

8


MAGNUM OIL TOOLS

NOTES TO THE UNAUDITED COMBINED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2018 AND

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

 

 

1.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The Company provides an assessment of allowances based on an analysis of historic trends of collection and cancellation activity. This estimate is impacted by a number of factors, including changes in the economy, relocations, and demographic or competitive changes in areas of operation. Consequently, an adverse change in those factors could affect the Company’s estimate of its bad debts. The allowance for doubtful accounts as of September 30, 2018 was $753,070 .

Accounts Payable and Accruals – Liabilities are recognized for amounts to be paid in the future for goods and services received, whether billed by the supplier or not.

Revenue Recognition – The Company accounts for its revenues using the accrual basis of accounting. Revenues from product sales are recognized when risk associated with ownership has passed to the customer. Generally, the date of delivery corresponds to the date upon which the customer takes title to the product and assumes all risk and rewards of ownership.

Income Taxes – MOTI files a Form 1065, U.S. Return of Partnership Income. MOT GP files a Form 1120S, U.S. Income Tax Return for an S Corporation.

The aforementioned partnerships and corporations are not taxpaying entities for federal income tax purposes; accordingly, a provision for income taxes for these entities has not been recorded in the accompanying unaudited combined financial statements. The respective income or losses are reflected in the partners’ and shareholders’ individual or corporate tax returns in accordance with their ownership percentages. The partners’ and shareholders’ quarterly estimated tax payments are funded by the entities to satisfy their individual tax obligations.

MOT Canada is a Canadian entity which is subject to relevant foreign tax jurisdictions. MOT Canada files an Alberta Corporate Income Tax Return – AT1 to the Alberta Tax and Revenue Administration. MOT Canada also files a T2 Corporation Income Tax Return to the Canada Revenue Agency. Such expenses derived from the aforementioned tax jurisdictions are included with provisions for income taxes as presented in the Company’s unaudited combined statements of income.

 

9


MAGNUM OIL TOOLS

NOTES TO THE UNAUDITED COMBINED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2018 AND

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

 

 

1.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The Company does pay franchise taxes, which are considered income taxes under the authoritative guidance. The tax jurisdictions which impose a franchise tax include the state of Texas; at September 30, 2018, the Company had a net franchise tax payable balance of $80,505 , which is included in its unaudited combined balance sheet.

Other relevant state tax jurisdictions include the filing of composite tax returns for the states of Colorado, Louisiana, Mississippi, North Dakota, Ohio, Oklahoma, Pennsylvania, and West Virginia. These returns are filed to eliminate the need for non-residents to file an individual tax return on their earnings from a resident company. As of September 30, 2018, the Company had a net prepaid balance of $332,035 related to state income taxes.

The Company has adopted the provisions of FASB, Accounting Standards Codification 740, “Income Taxes (ASC 740)” , effective January 1, 2009. ASC 740 provides guidance regarding the recognition, measurement, presentation and disclosure in its unaudited combined financial statements of tax positions taken or expected to be taken on a tax return, including the decision whether to file or not to file in a particular jurisdiction. U.S. generally accepted accounting principles require the Company management to evaluate tax positions taken by the Company and recognize a tax liability (or asset) if the Company has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Company’s management has analyzed the tax positions taken by the Company, and has concluded that as of September 30, 2018 , there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in its unaudited combined financial statements. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Company’s management believes it is no longer subject to income tax examinations for years prior to 2014.

Concentration of Credit Risk – Financial instruments which potentially subject the Company to concentrations of credit risk include cash, cash equivalents, and accounts receivable.

The Company’s financial condition, and results of operations, are highly dependent upon the prevailing market prices of, and demand for, oil and natural gas. The Company cannot predict future oil and gas demand with any degree of certainty. Sustained weakness in the oil and gas markets may adversely affect its financial condition and results of operations.

 

10


MAGNUM OIL TOOLS

NOTES TO THE UNAUDITED COMBINED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2018 AND

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

 

 

1.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Similarly, any improvement in oil and gas prices can have a favorable impact on the Company’s financial condition, results of operations and capital resources.

The Company manages credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

Advertising – The Company expenses all advertising costs as incurred. Advertising costs totaled approximately $287,416 and $140,868 for the nine months ended September 30, 2018 and 2017, respectively.

Statements of Cash Flows – Supplemental information on cash flows for the nine months ended September 30, 2018 and 2017 was as follows:

 

     2018      2017  

Cash paid during the period for taxes

   $ 6,200      $ 1,231,926  

Cash paid during the period for interest

   $ 8,121      $ 8,287  

Employee Advances – During the year, the Company made advances to employees to be repaid from their earnings over a specified time agreed to by the Company and the employee. At September 30, 2018, the employee advances totaled $2,844 , which is included in other receivables in the Company’s unaudited combined balance sheet.

 

2.

RELATED PARTY TRANSACTIONS

The Company leases office space in Corpus Christi and Midland, Texas from an affiliated entity related through common ownership. For the nine months ended September 30, 2018 and 2017, $987,670 and $808,095, respectively, of rental expense was paid to this affiliate. These leases are classified as operating leases for which the non-cancelable portion of the respective obligations exceeding twelve months have been included in Note 5.

 

11


MAGNUM OIL TOOLS

NOTES TO THE UNAUDITED COMBINED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2018 AND

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

 

 

2.

RELATED PARTY TRANSACTIONS (continued)

 

Included in the Company’s unaudited combined balance sheet at September 30, 2018 are related party receivables (payables) as follows:

 

Fajitaville Grille North Beach, Inc.

   $ 1,493  

NBH LLC

   $ 1,697  

Magnum International IC-DISC, Inc.

   $ (4,039,381

During the nine months ended September 30, 2018 and 2017, the Company also provided management and accounting services to various entities related through common ownership. These amounts are reflected as miscellaneous income in the Company’s unaudited combined statements of income.

The following table summarizes the total management and accounting fees earned from related parties, for the nine months ended September 30:

 

     2018      2017  

Frazier Technologies, LLC

   $ —        $ 75,000  

Magnum International IC-DISC, Inc.

     30,000        30,000  

WTF Insurance Company, Ltd

     50,000        50,000  

WTF Rentals, LLC

     30,000        —    

WTF Properties, LLC

     10,000        10,000  
  

 

 

    

 

 

 

Total

   $ 120,000      $ 165,000  
  

 

 

    

 

 

 

During the nine months ended September 30, 2018 and 2017, the Company had other expenses for commissions and insurance premiums of $5,472,928 and $1,410,937, respectively, paid to two entities related through common ownership. These amounts are reflected in cost of sales and insurance expense in the Company’s unaudited combined statements of income.

 

12


MAGNUM OIL TOOLS

NOTES TO THE UNAUDITED COMBINED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2018 AND

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

 

3.

PROPERTY, PLANT AND EQUIPMENT

The following is a summary of property and equipment, at cost, less accumulated depreciation as of September 30, 2018:

 

Machinery and equipment

   $ 5,283,335  

Buildings improvements

     640,313  

Furniture and fixtures

     543,838  

Software

     775,218  

Vehicles

     523,608  
  

 

 

 
     7,766,312  

Less: accumulated depreciation and amortization

     (5,069,223
  

 

 

 

Total property and equipment, net

   $ 2,697,089  
  

 

 

 

Depreciation and amortization expense related to property and equipment was $669,091 and $872,076 for the nine months ended September 30, 2018 and 2017, respectively.

For the nine months ended September 30, 2018, the Company retired furniture, fixtures and equipment with a cumulative unamortized cost basis of $156,650 and a loss of $18,791 , which is presented as abandonment loss in the Company’s unaudited combined statement of income.

For the nine months ended September 30, 2017, the Company retired furniture, fixtures and equipment with a cumulative unamortized cost basis of $280,522 and a loss of $97,914, which is presented as abandonment loss in the Company’s unaudited combined statement of income.

For the nine months ended September 30, 2018, the Company also sold or traded furniture, vehicles and setting tools for proceeds of $243,219 resulting in a gain of $175,985 . For the nine months ended September 30, 2017, the Company also sold or traded furniture, vehicles and setting tools for proceeds of $37,386 resulting in a loss of $4,557.

 

13


MAGNUM OIL TOOLS

NOTES TO THE UNAUDITED COMBINED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2018 AND

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

 

4.

DEFINED CONTRIBUTION PLAN

The Company provides post-retirement benefits to employees in the form of a Profit Sharing Plan and 401(k) Plan. For the nine months ended September 30, 2018 and 2017, in order to maintain “safe harbor” status, the Company offered a safe harbor matching contribution equal to 100% of salary deferrals that do not exceed 3% of a participant’s compensation plus 50% of salary deferrals between 3% and 5%. The Company may also offer a discretionary contribution to its employees, eligible for the Profit Sharing Plan. Total contributions to the plan for the nine months ended September 30, 2018 were $313,455 in safe harbor matches and $279,764 in profit sharing contributions. Total contributions to the plan for the nine months ended September 30, 2017 were $256,798 in safe harbor matches and $274,860 in profit sharing contributions.

 

5.

COMMITMENTS AND CONTINGENCIES

Legal – The Company has been and may in the future be involved as a party to various legal proceedings, which are incidental to the ordinary course of business. The Company regularly analyses current information and, as necessary, provides accruals for probable liabilities on the eventual disposition of these matters. In the opinion of management and legal counsel, as of September 30, 2018, there were no threatened or pending legal matters that would have a material impact to the Company’s unaudited combined financial statements.

Leases – Operating lease agreements include leases for transportation equipment, machinery, and office space. Rental expense of $1,680,148 and $1,147,580 was recorded for the period ended September 30, 2018 and 2017, respectively; which is included in occupancy expense and cost of sales in the Company’s unaudited combined statements of income.

Future net minimum lease payments for non-cancelable operating leases were as follows:

 

2019

   $ 2,121,718  

2020

     1,902,314  

2021

     1,508,770  

2022

     1,239,152  

2023

     1,180,029  

Thereafter

     292,581  
  

 

 

 

Total

   $ 8,244,564  
  

 

 

 

 

14


MAGNUM OIL TOOLS

NOTES TO THE UNAUDITED COMBINED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2018 AND

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

 

 

5.

COMMITMENTS AND CONTINGENCIES (continued)

 

Purchase Commitments – On September 29, 2017, the Company entered into an exclusive distribution agreement with a third-party supplier. The agreement required prepayment to the supplier in the amount of $2,000,000 and an additional payment of $500,000 was required as a pre-payment for future product purchases. The agreement also required a purchase minimum of product annually and the Company will negotiate the minimum required for each annual period.

For the coming year ended December 31, 2019, the Company must purchase a minimum of twenty-four thousand pounds of product which approximates $216,000. The terms of this agreement mature on September 29, 2021, with provisions to renew for a successive one year term. As of September 30, 2018, the Company had a prepaid balance for purchases from this vendor of $1,401,013 , of which $579,800 is included in prepaid expenses and $821,213 is included in other assets in the Company’s unaudited combined balance sheet.

Debt – The Company is a guarantor on a loan entered into by a company related through common ownership. The promissory notes are collateralized by property and various assets of the borrower with maturity dates of February 23, 2020. The total monthly installment is approximately $24,000, with outstanding balance of $3,000,262 as of September 30, 2018. The Company is required to perform upon the related companies’ default for any present or future obligations. The related company is performing on their debt obligations; therefore, no amount of the guaranteed debt is included in the Company’s unaudited combined financial statements.

 

6.

INCOME TAXES

The Company’s provision for income taxes is as follows for the nine months ended September 30:

 

     2018      2017  

State income tax

   $ 1,052,957      $ 114,299  

Foreign income tax - Canada

     47,808        1,343  
  

 

 

    

 

 

 

Total provision for income taxes

   $ 1,100,765      $ 115,642  
  

 

 

    

 

 

 

 

15


MAGNUM OIL TOOLS

NOTES TO THE UNAUDITED COMBINED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2018 AND

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

 

 

6.

INCOME TAXES (continued)

 

The Company’s provision for income taxes differed from the statutory rate of 21% and 34% as follows:

 

     2018      2017  

Tax expense at statutory rate

   $ 7,266,839      $ 5,734,342  

Add effects of:

     

Income on pass thru entities

     (7,266,839      (5,734,342

State income tax

     1,052,957        114,299  

Foreign income tax

     47,808        1,343  
  

 

 

    

 

 

 

Total provision for income taxes

   $ 1,100,765      $ 115,642  
  

 

 

    

 

 

 

As of September 30, 2018, the Company had no deferred tax assets.

 

7.

SUBSEQUENT EVENTS

On October 25, 2018, the Company was acquired by a public entity. As part of the acquisition, MOTI’s finite life was eliminated.

In preparing the accompanying unaudited combined financial statements, the Company has reviewed, as necessary, events that occurred after September 30, 2018, up until the issuance of the financial statements, which occurred on December 26, 2018. Except for the subsequent event noted above, there were no events or transactions occurring during this period that required recognition or disclosure in the Company’s unaudited combined financial statements. Any events occurring after this date have not been factored into the unaudited combined financial statements being presented.

 

16


MAGNUM OIL TOOLS

NOTES TO THE UNAUDITED COMBINED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2018 AND

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

 

8.

RECENTLY ISSUED AUTHORITATIVE GUIDANCE

ASU 2016-02, “Leases (Topic 842).” In February 2016, the FASB amended existing guidance that requires lessees recognize the following for all leases (with the exception of short term leases) at the commencement date (1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use or control the use of a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary; lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments will be effective for financial statements issued for fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact this change will have on its unaudited combined financial statements, but believes it will have little impact on operating results but will create significant additional assets and debt obligations, primarily related to leased premises and equipment treated as operating leases under current GAAP.

ASU 2014-09, Revenue from Contracts with Customers (Topic 606). In May 2014, the FASB amended existing guidance related to revenue from contracts with customers. This amendment supersedes and replaces nearly all existing revenue recognition guidance, including industry-specific guidance, establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In addition, this amendment specifies the accounting for some costs to obtain or fulfill a contract with a customer. The amendments will be effective for annual periods beginning after December 15, 2018 and are expected to have a significant impact on the Company’s unaudited combined financial statements. Management is finalizing their assessment and have identified that most revenue line items are within the scope of this new guidance. Management does not expect the new standard to result in a material change for revenue because the majority of the Company’s current recognition policies will not be changed. Significant disclosures are expected to be noted in future periods.

Several other Accounting Standards were proposed and approved with effective dates ranging from fiscal year 2018 to fiscal year 2021. The new authoritative guidance except as noted above is not expected to have a significant impact to the Company’s unaudited combined financial statements.

 

17

Exhibit 99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On October 25, 2018 (the “Closing Date”), pursuant to the terms of a Securities Purchase Agreement, dated October 15, 2018 (the “Magnum Purchase Agreement”), Nine Energy Service, Inc. (“the Company”) acquired all of the equity interests of Magnum Oil Tools International, LTD, Magnum Oil Tools GP, LLC and Magnum Oil Tools Canada Ltd. (such entities collectively, “Magnum” and such acquisition, the “Magnum Acquisition”) for approximately $334.5 million in upfront cash consideration, subject to customary adjustments, and 5.0 million shares of the Company’s common stock, which were issued to the sellers of Magnum in a private placement. The Magnum Purchase Agreement also includes the potential for additional future payments in cash of (i) up to 60% of net income (before interest, taxes and certain gains or losses) for the “E-Set” tools business in 2019 through 2025 and (ii) up to $25.0 million based on sales of certain dissolvable plug products in 2019 (the “Magnum Earnout”).

On the Closing Date, the Company issued $400.0 million principal amount of 8.750% Senior Notes due 2023 (the “Notes”) at par. The Notes were issued under an indenture, dated as of October 25, 2018, by and among the Company, certain subsidiaries of the Company and Wells Fargo, National Association, as trustee. The Notes are senior unsecured obligations of the Company. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by each of the Company’s current domestic subsidiaries and by certain future subsidiaries.

On the Closing Date, the Company entered into a credit agreement, dated as of October 25, 2018, by and among the Company, Nine Energy Canada Inc., JPMorgan Chase Bank, N.A. as administrative agent and as an issuing lender, and certain other financial institutions party thereto as lenders and issuing lenders, that permits aggregate borrowings of up to $200.0 million, subject to a borrowing base, including a Canadian tranche with a sub-limit of up to $25.0 million and a sub-limit of $50.0 million for letters of credit (the “New Credit Facility”). The New Credit Facility will mature five years from the Closing Date, or, if earlier, on the date that is 180 days before the scheduled maturity date of the Notes if they have not been redeemed or repurchased by such date. Concurrent with the effectiveness of the New Credit Facility, the Company borrowed approximately $35.0 million.

The proceeds from the Notes, together with cash on hand and borrowings under the New Credit Facility, were used to (i) fund the upfront cash consideration of the Magnum Acquisition, (ii) fully repay the term loan borrowings under the Company’s existing credit agreement (the “Legacy Term Loans”) and (iii) pay fees and expenses associated with the issuance of the Notes, the Magnum Acquisition and the New Credit Facility.

The following unaudited pro forma condensed combined financial statements are based on the Company’s historical consolidated financial statements and Magnum’s historical combined financial statements as adjusted to give effect to the Magnum Acquisition and the related financing transactions. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2018 and the year ended December 31, 2017 give effect to these transactions as if they had occurred on January 1, 2017. The


unaudited pro forma condensed combined balance sheet as of September 30, 2018 gives effect to these transactions as if they had occurred on September 30, 2018. The unaudited pro forma condensed combined financial statements and related notes are presented for illustrative purposes only and are not necessarily indicative of the financial position that would have existed or the financial results that would have occurred if the Magnum Acquisition and the related financing transactions had been consummated on the dates indicated, nor are they necessarily indicative of the Company’s future financial position or operating results.

The assumptions and estimates underlying the unaudited adjustments to the pro forma condensed combined financial statements are described in the accompanying notes, which should be read together with the pro forma condensed combined financial statements. These estimates are based on currently available information and certain assumptions that the Company believes are reasonable. The pro forma adjustments reflected herein are limited to amounts that are directly attributable to the Magnum Acquisition and the related financing transactions, factually supportable and, with respect to the pro forma condensed combined statement of operations, are expected to have a continuing impact. These pro forma adjustments will differ from the actual adjustments, and the differences may be material. In particular, the upfront cash consideration has not been finalized for the customary adjustments noted above and the Company has not fully completed the valuation procedures necessary to arrive at the final estimate of the fair value of the assets acquired and liabilities assumed. The unaudited pro forma condensed combined financial statements do not reflect the realization of any expected cost savings or other synergies from the Magnum Acquisition as a result of restructuring activities and other planned cost savings initiatives following the completion of the Magnum Acquisition.

The unaudited pro forma condensed combined financial statements should be read together with the Company’s historical financial statements, which are included in the Company’s latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and Magnum’s historical financial statements, which are included in the Current Report on Form 8-K (the “Report”) to which these pro forma condensed combined financial statements are an exhibit.


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2018

(in thousands)

 

     Nine
Historical
9/30/2018
    Magnum
Historical
9/30/2018
    Combined
Historical
9/30/2018
   

RECLASSIFICATION
ADJUSTMENTS
(NOTE 2)

9/30/2018

    PRO FORMA
ADJUSTMENTS
(NOTE 4)
9/30/2018
    PRO FORMA
Combined
9/30/2018
 

Cash and cash equivalents

   $ 86,534     $ 8,252     $ 94,786     $ —       $ (58,760 )(a)    $ 36,026  

Accounts receivable, net

     162,437       33,493       195,930       36       —         195,966  

Other receivables

     —         1,208       1,208       (1,208     —         —    

Income taxes receivable

     84       —         84       1,169       —         1,253  

Inventories, net

     29,571       52,942       82,513       —         9,640 (b)      92,153  

Prepaid expenses and other current assets

     7,035       1,134       8,169       3       —         8,172  

Notes receivable from shareholders

     10,551       —         10,551       —         —         10,551  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

     296,212       97,029       393,241       —         (49,120     344,121  

Property and equipment, net

     257,447       2,697       260,144       —         1,023 (c)      261,167  

Goodwill

     93,756       —         93,756       —         201,001 (d)      294,757  

Intangible assets, net

     57,892       —         57,892       —         254,000 (e)      311,892  

Other long-term assets

     1,144       1,076       2,220       —         3,794 (f)      6,014  

Notes receivable from shareholders

     —         —               —         —          
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   $ 706,451     $ 100,802     $ 807,253     $ —       $ 410,698     $ 1,217,951  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Current portion of long-term debt

   $ —       $ —       $ —       $ —       $ —       $ —    

Accounts payable

     49,497       5,326       54,823       1,563       —         56,386  

Accrued expenses

     44,600       4,451       49,051       (1,563     (117 )(g)      47,371  

Income taxes payable

     —         928       928       —         —         928  

Current portion of capital lease obligations

     372             372       —         —         372  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

     94,469       10,705       105,174       —         (117     105,057  

Long-term debt

     114,048       —         114,048       —         312,952 (h)      427,000  

Deferred income taxes

     5,983       —         5,983       —         —         5,983  

Long-term lease obligations

     1,266       —         1,266       —         —         1,266  

Contingent consideration

     —         —         —         —         23,029 (i)      23,029  

Other long-term liabilities

     55       4,039       4,094       —         (4,039 )(j)      55  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

     215,821       14,744       230,565       —         331,825       562,390  

Common stock

     251       —         251       —         50       301  

Additional paid-in capital

     564,229       —         564,229       —         177,300       741,529  

Accumulated other comprehensive income (loss)

     (4,121     (630     (4,751     —         630       (4,121

Retained earnings (accumulated deficit)

     (69,729     86,688       16,959       —         (99,107     (82,148
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total stockholders’ equity

     490,630       86,058       576,688       —         78,873 (k)      655,561  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 706,451     $ 100,802     $ 807,253     $ —       $ 410,698     $ 1,217,951  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements.


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2018

(in thousands)

 

     Nine
Historical
9/30/2018
    Magnum
Historical
9/30/2018
     Combined
Historical
9/30/2018
   

RECLASSIFICATION
ADJUSTMENTS
(NOTE 2)

9/30/2018

    PRO FORMA
ADJUSTMENTS
(NOTE 4)
9/30/2018
    PRO FORMA
Combined
9/30/2018
 

Revenues

   $ 597,726     $ 113,841      $ 711,567     $ —       $ —       $ 711,567  

Cost of revenues (exclusive of depreciation and amortization)

     467,700       67,095        534,795       (507     (4,039 )(j)      530,249  

General and administrative

     53,282       12,267        65,549       —         (1,434 )(l)      61,824  
              (2,291 )(m)   

Depreciation

     39,982       162        40,144       507       140 (c)      40,791  

Amortization of intangibles

     5,653       —          5,653       —         11,050 (e)      16,703  

Loss on equity method investment

     270       —          270       —         —         270  

Gain on sale of property and equipment

     (1,701     —          (1,701     (176     —         (1,877
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
     565,186       79,524        644,710       (176     3,426       647,960  
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from operations

     32,540       34,317        66,857       176       (3,426     63,607  

Other income, net

     —         287        287       (176     —         111  

Interest expense

     (6,313     —          (6,313     —         (23,347 )(n)      (29,660
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
     (6,313     287        (6,026     (176     (23,347     (29,549
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     26,227       34,604        60,831       —         (26,773     34,058  

Provision for income taxes

     1,875       1,101        2,976       —         1,162 (o)      4,138  
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 24,352     $ 33,503      $ 57,855     $ —       $ (27,935   $ 29,920  
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) per share:

             

Basic

   $ 1.05              $ 1.06  

Diluted

   $ 1.03              $ 1.05  

Weighted average common shares outstanding

             

Basic

     23,264,014              5,000,000 (p)      28,264,014  

Diluted

     23,603,922              5,000,000 (p)      28,603,922  

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements.


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2017

(in thousands)

 

     Nine
Historical
12/31/2017
    Magnum
Historical
12/31/2017
    Combined
Historical
12/31/2017
   

RECLASSIFICATION
ADJUSTMENTS
(NOTE 2)

12/31/2017

    PRO FORMA
ADJUSTMENTS
(NOTE 4)
12/31/2017
    PRO FORMA
Combined
12/31/2017
 

Revenues

   $ 543,660     $ 89,588     $ 633,248     $ —       $ —       $ 633,248  

Cost of revenues (exclusive of depreciation and amortization)

     448,467       53,968       502,435       (831     (1,686 )(j)      499,918  

General and administrative

     49,552       13,118       62,670       —         (1,122 )(l)      61,548  

Depreciation

     53,422       300       53,722       831       187 (c)      54,740  

Amortization of intangibles

     8,799       —         8,799       —         14,733 (e)      23,532  

Impairment of intangibles

     3,800       —         3,800       —         —         3,800  

Impairment of goodwill

     31,530       —         31,530       —         —         31,530  

Loss on equity method investment

     368       —         368       —         —         368  

(Gain) loss on sale of property and equipment

     4,688       —         4,688       (5     —         4,683  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     600,626       67,386       668,012       (5     12,112       680,119  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from operations

     (56,966     22,202       (34,764     5       (12,112     (46,871

Other expense, net

     —         (146     (146     (5     —         (151

Interest expense

     (15,703     —         (15,703     —         (23,844 )(n)      (39,547
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     (15,703     (146     (15,849     (5     (23,844     (39,698
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     (72,669     22,056       (50,613     —         (35,956     (86,569

Provision (benefit) for income taxes

     (4,987     22       (4,965     —         (2,610 )(o)      (7,575
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (67,682   $ 22,034     $ (45,648   $ —       $ (33,346   $ (78,994
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) per share:

            

Basic

   $ (4.55           $ (3.97

Diluted

   $ (4.55           $ (3.97

Weighted average common shares outstanding

            

Basic

     14,887,006             5,000,000 (p)      19,887,006  

Diluted

     14,887,006             5,000,000 (p)      19,887,006  

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements.


NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 – Basis of presentation

The Magnum Acquisition was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. As the acquirer for accounting purposes, the Company has estimated the fair value of Magnum’s assets acquired and liabilities assumed and conformed the accounting policies of Magnum to its own accounting policies.

Note 2 – Reclassifications

Certain reclassification adjustments have been made to the unaudited pro forma condensed combined financial statements to conform Magnum’s combined balance sheet as of September 30, 2018 and Magnum’s combined statements of operations for the nine months ended September 30, 2018 and the year ended December 31, 2017 to the Company’s presentation, as follows:

 

   

The Company recognizes goods and services received but not invoiced as accounts payable whereas Magnum recognizes these amounts as accrued expenses.

 

   

The Company recognizes state income tax and Texas franchise tax refunds due to the Company as income taxes receivable, miscellaneous accounts receivable as accounts receivable and employee advances as prepaid expenses and other current assets whereas Magnum recognizes these amounts as other receivables.

 

   

The Company recognizes depreciation as a separate component of operating income or loss, whereas Magnum recognizes a portion of these amounts as cost of revenue.

 

   

The Company recognizes gains or losses on sale of assets as a separate component of operating income or loss, whereas Magnum recognizes these amounts as non-operating income or expense.

Note 3 – Calculation of purchase consideration and preliminary purchase price allocation

The following table summarizes the fair value of purchase consideration transferred on the Closing Date (in thousands):

 

Proceeds from newly issued Notes and New Credit Facility

   $ 296,622  

Cash provided from operations

     58,760  
  

 

 

 

Total upfront cash consideration

   $ 355,382  

Issuance of the Company’s common shares

     177,350 (1)   

Contingent consideration

     23,029 (2)   
  

 

 

 

Total purchase consideration

   $ 555,761  
  

 

 

 


(1) Represents 5.0 million shares issued to the sellers of Magnum, which have been valued at the closing price per share ($35.47) of the Company’s common stock on the Closing Date.

(2) Represents the Company’s estimated fair value of the Magnum Earnout. The estimated fair value of the Magnum Earnout was determined using the “income approach” which requires a forecast of all of the expected future cash flows. The Company engaged a third-party valuation specialist to assist in the estimated fair value determination of the Magnum Earnout. The estimated fair value of the Magnum Earnout is preliminary and based upon available information and certain assumptions, known at the time of the Report, which management believes are reasonable. This preliminary fair value estimate for the Magnum Earnout may change as additional information becomes available and such changes could be material. Subsequent to the final determination of the fair value as part of the purchase price allocation, the Magnum Earnout will be revalued on quarterly basis. Any changes in value will be recorded in operating income (loss) in the Company’s consolidated statement of operations.

The Company has performed a preliminary valuation analysis of the fair market value of Magnum’s assets and liabilities. The following table summarizes the preliminary allocation of the purchase price as of September 30, 2018 (in thousands):

 

Cash and cash equivalents

   $ 8,252  

Accounts receivable, net

     33,529  

Inventories

     62,582  

Income taxes receivable

     1,169  

Prepaid expenses and other current assets

     1,137  

Property and equipment, net

     3,720  

Goodwill

     201,001  

Intangible assets

     254,000  

Other long-term assets

     1,076  

Accounts payable

     (5,326

Accrued expenses

     (4,451

Income taxes payable

     (928

Other long-term liabilities

     —    
  

 

 

 

Total consideration

   $ 555,761  
  

 

 

 

This preliminary purchase price allocation has been used to prepare pro forma adjustments in the unaudited pro forma condensed combined balance sheet and income statements. The final purchase price allocation will be determined when the Company has completed all detailed valuations and necessary calculations, which is expected to be finalized within the next twelve months. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include (i) changes in identifiable net assets, (ii) changes in fair values of inventory and property, plant and equipment, (iii) changes in allocations to intangible assets such as customer relationships, trade names, technology, non-compete agreements and in-process research and development as well as goodwill, (iv) changes to the fair value of the Magnum Earnout and (v) other changes to assets and liabilities.


Note 4 – Pro forma adjustments

The pro forma adjustments are based on the Company’s preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial statements:

(a) Represents the net decrease in cash and cash equivalents in connection with the Magnum Acquisition, which is comprised of the following (in thousands):

 

Proceeds from the issuance of the Company’s Notes, net of deferred financing costs of $8.0 million

   $ 392,000  

Proceeds from borrowings under the Company’s New Credit Facility

     35,000  
  

 

 

 

Subtotal

     427,000  

Less: Payment of outstanding principal on the Company’s Legacy Term Loans

     (115,274

Less: Payment of outstanding interest on the Company’s Legacy Term Loans

     (117

Less: Payment of deferred financing costs under the Company’s New Credit Facility

     (3,794

Less: Payment of upfront cash consideration of Magnum Acquisition

     (355,382

Less: Payment of estimated transaction costs in connection with the Magnum Acquisition

     (11,193
  

 

 

 

Pro forma adjustment to cash and cash equivalents

   $ (58,760
  

 

 

 

(b) Represents the estimated adjustment to step up Magnum’s inventory to an estimated fair value of $62.6 million, an increase of $9.6 million from its carrying value. The estimated fair value calculation is preliminary and subject to change. The estimated fair value was determined based on the estimated selling price of the inventory less the remaining manufacturing and selling costs and a normal profit margin on those manufacturing and selling efforts.


(c) Represents the adjustment of $1.0 million to increase the basis in the acquired property and equipment to an estimated fair value of $3.7 million. The estimated fair value of acquired property and equipment is expected to be amortized on a straight-line basis over their estimated useful lives, which range from 3 to 10 years. The estimated fair value and useful life calculations are preliminary and subject to changes after the Company finalizes its review of the specific types, nature, age, condition and location of Magnum’s property and equipment. The following table summarizes the changes in estimated depreciation expense (in thousands):

 

     Nine Months
Ended
September 30, 2018
     Year Ended
December 31, 2017
 

Estimated Magnum depreciation expense

   $ 809      $ 1,318  

Less: Magnum’s historical depreciation expense

     (669      (1,131
  

 

 

    

 

 

 

Pro forma adjustment to depreciation expense

   $ 140      $ 187  
  

 

 

    

 

 

 

(d) Represents the preliminary goodwill associated with the Magnum Acquisition as presented in Note 3. Goodwill represents the estimate of the excess of the purchase price over the fair value of the assets acquired and liabilities assumed.

(e) Represents the adjustment to state acquired identifiable intangible assets, consisting of customer relationships, trade names, technology, non-compete agreements and in-process research and development, at their estimated fair value.

The following table summarizes the estimated fair values of the identifiable intangible assets, their estimated useful lives and the related impact to amortization expense (in thousands):

 

                   Pro Forma Amortization Expense  
     Useful Life      Fair Value      Nine Months Ended
September 30, 2018
     Year Ended
December 31, 2017
 

Customer relationships

     10      $ 30,000      $ 2,250      $ 3,000  

Trade name

     Indefinite        65,000        —          —    

Technology

     15        155,000        7,750        10,333  

Noncompete agreements

     2.1        3,000        1,050        1,400  

In-process research and development

     Indefinite        1,000        —          —    
     

 

 

       

Pro forma adjustments to intangible assets

 

   $ 254,000        
  

 

 

    

 

 

    

 

 

 
         $ 11,050      $ 14,733  
        

 

 

    

 

 

 

The estimated fair value of the identifiable intangible assets was determined primarily using the “income approach” which requires a forecast of all of the expected future cash flows. The Company engaged a third-party valuation specialist to assist in the estimated fair value determination. The estimated fair value of the identifiable intangible assets is expected to be amortized on a straight-line basis over their estimated useful lives, which represents the periods in which the identifiable intangible assets are expected to provide a material economic benefit.


These estimates of fair value and useful lives are preliminary in nature and will likely differ from final amounts the Company will calculate after the completion of its detailed valuation analysis, and the difference could have a material impact on the unaudited pro forma condensed combined financial statements. With other assumptions held constant, a 10% change to the estimated fair value of the identifiable intangible assets would result in an increase or decrease to amortization expense of $1.5 million annually.

(f) Represents the capitalization of deferred financing costs associated with the Company’s New Credit Facility.

(g) Represents the payment of accrued interest associated with the Company’s Legacy Term Loans at the Closing Date.

(h) Represents the issuance of the Notes and the borrowings under the New Credit Facility to fund a portion of the upfront cash consideration of the Magnum Acquisition partially offset with the repayment of the Legacy Term Loans. The net increase to long-term debt included the following (in thousands):

 

Issuance of the Company’s Notes, net of deferred financing costs of $8.0 million

   $ 392,000  

Borrowings under the Company’s New Credit Facility

     35,000  
  

 

 

 

Subtotal

     427,000  

Less: Payment of the Legacy Term Loans net of deferred financing costs of $1.2 million

     (114,048
  

 

 

 

Pro forma adjustment to long-term debt

   $ 312,952  
  

 

 

 

(i) Represents the Company’s preliminary estimate of contingent consideration associated with the Magnum Earnout. This amount is included in the preliminary estimated fair value of the consideration transferred on the Closing Date.

(j) Represents the amount of sales commissions due from or paid by Magnum to an intercompany entity as part of a tax-planning strategy. The intercompany entity is not included in the Magnum Acquisition.

(k) Represents the Company’s issuance of common stock to the sellers of Magnum as partial consideration for the Magnum Acquisition, partially offset with the elimination of the historical equity of Magnum and estimated transaction costs in connection with the Magnum Acquisition, as follows (in thousands):

 

Proceeds from the issuance of 5.0 million of the Company’s common shares at $35.47 a share

   $ 177,350  

Less: Historical equity of Magnum at September 30, 2018

     (86,058

Less: Write-off of deferred financing costs associated with the Legacy Term Loans

     (1,226

Less: Payment of estimated transaction costs in connection with the Magnum Acquisition

     (11,193
  

 

 

 

Pro forma adjustment to equity

   $ 78,873  
  

 

 

 

(l) Represents the amount of insurance premiums paid by Magnum to a captive insurance entity under common ownership for additional insurance coverage. The entity is not included in the Magnum Acquisition and the related insurance policies will not be replaced subsequent to the close of the transaction.


(m) Represents the elimination of nonrecurring transaction costs incurred during the nine months ended September 30, 2018 that are directly related to the Magnum Acquisition.

(n) Represents the net increase to interest expense resulting from interest on the Company’s Notes, interest on borrowings under the Company’s New Credit Facility and the amortization of new deferred financing costs, partially offset with the elimination of interest expense and deferred financing costs associated with the Legacy Term Loans, as follows (in thousands):

 

     Nine Months Ended
September 30, 2018
     Year Ended
December 31, 2017
 

Interest expense on the Company’s Notes and New Credit Facility

   $ 27,891      $ 37,188  

Amortization of new deferred financing costs

     1,769        2,359  
  

 

 

    

 

 

 
   $ 29,660      $ 39,547  

Less: Elimination of interest expense and deferred financing costs associated with the Company’s Legacy Term Loans

     (6,313      (15,703
  

 

 

    

 

 

 

Pro forma adjustment to interest expense

   $ 23,347      $ 23,844  
  

 

 

    

 

 

 

(o) Represents the income tax effect of pro forma adjustments based on the estimated blended federal and state statutory tax rate of 12.15% for the nine months ended September 30, 2018 and 8.75% for the year ended December 31, 2017.

(p) Represents 5.0 million shares issued to the sellers of Magnum on the Closing Date, which increased the Company’s pro-forma weighted-average shares outstanding for the nine months ended September 30, 2018 and the year ended December 31, 2017, respectively.