Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | U.S. WELL SERVICES, INC. | |
Entity Central Index Key | 0001670349 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38025 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-1847117 | |
Entity Address, Address Line One | 1360 Post Oak Boulevard | |
Entity Address, Address Line Two | Suite 1800 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77056 | |
City Area Code | 832 | |
Local Phone Number | 562-3730 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 90,068,356 | |
Title of each class | CLASS A COMMON SHARES $0.0001, par value | |
Trading Symbol | USWS | |
Name of each exchange on which registered | NASDAQ | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Warrants [Member] | ||
Document Information [Line Items] | ||
Title of each class | WARRANTS | |
Trading Symbol | USWSW | |
Name of each exchange on which registered | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 17,726 | $ 3,693 |
Restricted cash | 519 | 1,569 |
Accounts receivable (net of allowance for doubtful accounts of $0 and $12,000 as of March 31, 2021 and December 31, 2020, respectively) | 61,756 | 44,393 |
Inventory, net | 8,077 | 7,965 |
Prepaids and other current assets | 14,048 | 10,707 |
Total current assets | 102,126 | 68,327 |
Property and equipment, net | 233,502 | 235,332 |
Intangible assets, net | 13,225 | 13,466 |
Goodwill | 4,971 | 4,971 |
Deferred financing costs, net | 781 | 1,127 |
TOTAL ASSETS | 354,605 | 323,223 |
CURRENT LIABILITIES: | ||
Accounts payable | 45,113 | 36,362 |
Accrued expenses and other current liabilities | 11,989 | 14,781 |
Notes payable | 9,123 | 998 |
Current portion of long-term equipment financing | 3,564 | 3,519 |
Current portion of capital lease obligation | 218 | 54 |
Current portion of long-term debt | 10,000 | 10,000 |
Total current liabilities | 80,007 | 65,714 |
Warrant liabilities | 8,775 | 1,619 |
Long-term equipment financing | 8,438 | 9,347 |
Long-term capital lease obligation | 661 | |
Long-term debt | 293,503 | 274,555 |
Other long-term liabilities | 3,617 | 3,539 |
TOTAL LIABILITIES | 395,001 | 354,774 |
Commitments and contingencies (NOTE 16) | ||
STOCKHOLDERS' DEFICIT | ||
Additional paid in capital | 226,740 | 217,212 |
Accumulated deficit | (342,997) | (322,431) |
Total Stockholders' Deficit | (116,248) | (105,212) |
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT | 354,605 | 323,223 |
Series A Convertible Redeemable Preferred Stock [Member] | ||
MEZZANINE EQUITY | ||
Redeemable Convertible Preferred Stock | 53,252 | 50,975 |
Series B Convertible Redeemable Preferred Stock [Member] | ||
MEZZANINE EQUITY | ||
Redeemable Convertible Preferred Stock | 22,600 | 22,686 |
Common Class A [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Common stock | $ 9 | $ 7 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 0 | $ 12,000 |
Series A Convertible Redeemable Preferred Stock [Member] | ||
Mezzanine Equity, par value | $ 0.0001 | $ 0.0001 |
Mezzanine Equity, authorized | 55,000 | 55,000 |
Mezzanine Equity, issued | 50,000 | 50,000 |
Mezzanine Equity, outstanding | 50,000 | 50,000 |
Mezzanine Equity, liquidation preference | $ 62,230 | $ 60,418 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 400,000,000 | 400,000,000 |
Common stock, issued | 90,068,356 | 72,515,342 |
Common stock, outstanding | 90,068,356 | 72,515,342 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 20,000,000 | 20,000,000 |
Common stock, issued | 0 | 2,302,936 |
Common stock, outstanding | 0 | 2,302,936 |
Series B Convertible Redeemable Preferred Stock [Member] | ||
Mezzanine Equity, par value | $ 0.0001 | $ 0.0001 |
Mezzanine Equity, authorized | 22,050 | 22,050 |
Mezzanine Equity, issued | 21,288 | 22,050 |
Mezzanine Equity, outstanding | 21,288 | 22,050 |
Mezzanine Equity, liquidation preference | $ 24,013 | $ 24,100 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | $ 76,258 | $ 112,035 |
Costs and expenses: | ||
Depreciation and amortization | 11,106 | 32,008 |
Selling, general and administrative expenses | 7,390 | 19,058 |
Impairment of long-lived assets | 147,543 | |
Loss on disposal of assets | 2,436 | 4,244 |
Loss from operations | (7,305) | (175,971) |
Interest expense, net | (6,183) | (7,956) |
Change in fair value of warrant liabilities | (7,151) | 6,553 |
Other income | 29 | 6 |
Loss before income taxes | (20,610) | (177,368) |
Income tax benefit | (750) | |
Net loss | (20,610) | (176,618) |
Net loss attributable to noncontrolling interest | (44) | (10,800) |
Net loss attributable to U.S. Well Services, Inc. | (20,566) | (165,818) |
Deemed and imputed dividends on Series A preferred stock | (464) | (6,972) |
Deemed dividends on Series B preferred stock | (4,168) | |
Net loss attributable to U.S. Well Services, Inc. common stockholders | $ (27,722) | $ (174,541) |
Loss per common share (See Note 13): | ||
Basic and diluted | $ (0.35) | $ (2.90) |
Weighted average common shares outstanding: | ||
Basic and diluted | 78,977,100 | 58,619,600 |
Series A Convertible Redeemable Preferred Stock [Member] | ||
Costs and expenses: | ||
Dividends accrued on preferred stock | $ (1,813) | $ (1,751) |
Deemed and imputed dividends on Series A preferred stock | (464) | (6,972) |
Series B Convertible Redeemable Preferred Stock [Member] | ||
Costs and expenses: | ||
Dividends accrued on preferred stock | (711) | |
Deemed and imputed dividends on Series A preferred stock | (4,168) | |
Service [Member] | ||
Costs and expenses: | ||
Cost of services (excluding depreciation and amortization) | $ 62,631 | $ 85,153 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (20,610) | $ (176,618) |
Adjustments to reconcile net loss to cash provided by operating activities: | ||
Depreciation and amortization | 11,106 | 32,008 |
Change in fair value of warrant liabilities | 7,151 | (6,553) |
Impairment of long-lived assets | 147,543 | |
Provision for losses on accounts receivable | 9 | 9,031 |
Provision for losses on inventory obsolescence | 106 | 37 |
Loss on disposal of assets | 2,436 | 4,244 |
Amortization of discount on debt | 1,188 | 221 |
Deferred financing costs amortization | 270 | 359 |
Share-based compensation expense | 1,648 | 2,078 |
Changes in assets and liabilities: | ||
Accounts receivable | (17,373) | (19,342) |
Inventory | (218) | (603) |
Prepaids and other current assets | (7,973) | 945 |
Accounts payable | 10,424 | 15,825 |
Accrued liabilities | (3,159) | (2,702) |
Accrued interest | 3,979 | (18,032) |
Net cash used in operating activities | (11,016) | (11,559) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (14,218) | (35,017) |
Proceeds from sale of property and equipment and insurance proceeds from damaged property and equipment | 6,393 | 14,907 |
Net cash used in investing activities | (7,825) | (20,110) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from revolving credit facility | 21,174 | 9,476 |
Repayment of revolving credit facility | (9,000) | (2,381) |
Proceeds from issuance of long-term debt | 3,004 | |
Repayments of long-term debt | (1,250) | (2,500) |
Proceeds from issuance of note payable | 9,139 | |
Repayments of notes payable | (1,014) | (2,042) |
Repayments of amounts under equipment financing | (864) | (1,308) |
Principal payments under capital lease obligation | (34) | (1,393) |
Proceeds from issuance of common stock, net | 10,669 | |
Net cash provided by (used in) financing activities | 31,824 | (148) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 12,983 | (31,817) |
Cash and cash equivalents and restricted cash, beginning of period | 5,262 | 41,404 |
Cash and cash equivalents and restricted cash, end of period | 18,245 | 9,587 |
Supplemental cash flow disclosure: | ||
Interest paid | 578 | 25,121 |
Non-cash investing and financing activities: | ||
Conversion of Series B preferred stock to Class A common stock | 797 | |
Deemed and imputed dividends on Series A preferred stock | 464 | 6,972 |
Changes in accrued and unpaid capital expenditures | 2,744 | 11,039 |
Assets under capital lease obligations | 684 | |
Series A Convertible Redeemable Preferred Stock [Member] | ||
Non-cash investing and financing activities: | ||
Deemed and imputed dividends on Series A preferred stock | 464 | 6,972 |
Dividends accrued on preferred stock | 1,813 | $ 1,751 |
Series B Convertible Redeemable Preferred Stock [Member] | ||
Non-cash investing and financing activities: | ||
Deemed and imputed dividends on Series A preferred stock | 4,168 | |
Dividends accrued on preferred stock | $ 711 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interests [Member] | Common Class A [Member] | Common Class B [Member] |
Balance at Dec. 31, 2019 | $ 142,930 | $ 225,382 | $ (93,091) | $ 10,633 | $ 5 | $ 1 |
Balance (in shares) at Dec. 31, 2019 | 62,857,624 | 5,500,692 | ||||
Share-based compensation | 2,078 | 1,911 | 167 | |||
Tax withholding related to vesting of share-based compensation | (70) | (70) | ||||
Tax withholding related to vesting of share-based compensation (in shares) | (154,253) | |||||
Restricted stock forfeitures (in shares) | (347,714) | |||||
Deemed and imputed dividends on Series A preferred stock | (6,972) | (6,972) | ||||
Accrued Series A preferred stock dividends | (1,751) | (1,751) | ||||
Net loss | (176,618) | (165,818) | (10,800) | |||
Balance at Mar. 31, 2020 | (40,403) | 218,500 | (258,909) | $ 5 | $ 1 | |
Balance (in shares) at Mar. 31, 2020 | 62,355,657 | 5,500,692 | ||||
Balance at Dec. 31, 2020 | (105,212) | 217,212 | (322,431) | $ 7 | ||
Balance (in shares) at Dec. 31, 2020 | 72,515,342 | 2,302,936 | ||||
Class A common stock issuance | 10,351 | 10,350 | $ 1 | |||
Class A common stock issuance (in shares) | 12,624,657 | |||||
Conversion of Class B common stock to Class A common stock (in shares) | 2,302,936 | (2,302,936) | ||||
Conversion of Series B preferred stock to Class A common stock | 798 | 797 | $ 1 | |||
Conversion of Series B preferred stock to Class A common stock (in shares) | 2,745,778 | |||||
Share-based compensation | 1,563 | 1,519 | 44 | |||
Tax withholding related to vesting of share-based compensation | (150) | (150) | ||||
Tax withholding related to vesting of share-based compensation (in shares) | (103,697) | |||||
Restricted stock forfeitures (in shares) | (16,660) | |||||
Deemed and imputed dividends on Series A preferred stock | (464) | (464) | ||||
Accrued Series A preferred stock dividends | (1,813) | (1,813) | ||||
Accrued Series B preferred stock dividends | (711) | (711) | ||||
Net loss | (20,610) | (20,566) | $ (44) | |||
Balance at Mar. 31, 2021 | $ (116,248) | $ 226,740 | $ (342,997) | $ 9 | ||
Balance (in shares) at Mar. 31, 2021 | 90,068,356 | 0 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | NOTE 1 – DESCRIPTION OF BUSINESS U.S. Well Services, Inc. (the “Company,” “we,” “us” or “our”), f/k/a Matlin & Partners Acquisition Corp (“MPAC”), is a Houston, Texas-based technology-focused oilfield service company focused on hydraulic fracturing for oil and natural gas exploration and production (“E&P”) companies in the United States. The process of hydraulic fracturing involves pumping a pressurized stream of fracturing fluid—typically a mixture of water, chemicals, and proppant—into a well casing or tubing to cause the underground mineral formation to fracture or crack. Fractures release trapped hydrocarbon particles and provide a conductive channel for the oil or natural gas to flow freely to the wellbore for collection. The propping agent or proppant becomes lodged in the cracks created by the hydraulic fracturing process, “propping” them open to facilitate the flow of hydrocarbons from the reservoir to the well. The Company’s fleets consist of mobile hydraulic fracturing units and other auxiliary heavy equipment to perform fracturing services. The Company has two designs for hydraulic fracturing units: (1) Conventional Fleets, which are powered by diesel fuel and utilize traditional internal combustion engines, transmissions, and radiators and (2) Clean Fleet ® |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the annual financial statements included in the Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2020 (the “Amended Annual Report”), filed with the Securities and Exchange Commission (“SEC”) on May 17, 2021. The accompanying unaudited condensed consolidated financial statements and accompanying notes present the consolidated financial position, results of operations, cash flows, and stockholders’ deficit of the Company as of March 31, 2021 and December 31, 2020, and for the three months ended March 31, 2021 and 2020. The interim data includes all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results of operations expected for the entire fiscal year ended December 31, 2021. Restatement of Previously Issued Financial Statements On April 12, 2021, the Staff of the SEC (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities of the entity measured at fair value, with changes in fair value each reporting period in earnings as opposed to being treated as equity. As a result of the SEC Staff Statement and in light of evolving views as to certain provisions commonly included in warrants issued by SPACs, we re-evaluated the accounting for our warrants (as described in “Note 8 – Warrant Liabilities” and “Note 11 – Mezzanine Equity”) under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity December 31, 2020 and 2019 . Accordingly, this Quarterly Report on Form 10–Q contains our restated consolidated financial statements and related disclosures as of December 31, 2020 and for the three month s ended March 31, 2020. Please see “Explanatory Note” and Note 2 to the Notes to the Consolidated Financial Statements included in Part II, Item 8 of the Amended Annual Report for additional information about the restatement. Principles of Consolidation The condensed consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiaries. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All significant intercompany balances and transactions are eliminated upon consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We regularly evaluate estimates and judgments based on historical experience and other relevant facts and circumstances. Significant estimates included in these financial statements primarily relate to allowance for doubtful accounts, allowance for inventory obsolescence, estimated useful lives and valuation of property and equipment and intangible assets, impairment assessments of goodwill and long-lived assets, Level 2 inputs used in fair value estimation of warrant liabilities, term loans, and the assumptions used in our Black-Scholes and Monte Carlo option pricing models associated with the valuation of warrant liabilities, share-based compensation and certain equity instruments. Actual results could differ from those estimates. Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements, or are reserved for a specific purpose, and not readily available for immediate or general use are recorded in restricted cash in our condensed consolidated balance sheets. The restricted cash in our condensed consolidated balance sheet represents cash transferred into a trust account to support our workers’ compensation obligations and cash held for use in approved capital expenditures amounting to $513 and $6, respectively, as of March 31, 2021, and $513 and $1,056, respectively, as of December 31, 2020. The following table provides a reconciliation of the amount of cash and cash equivalents reported on the condensed consolidated balance sheets to the total of cash and cash equivalents and restricted cash shown on the condensed consolidated statements of cash flows (in thousands) March 31, 2021 December 31, 2020 Cash and cash equivalents $ 17,726 $ 3,693 Restricted cash 519 1,569 Cash and cash equivalents and restricted cash $ 18,245 $ 5,262 Inventory Inventory consists of proppant, chemicals, and other consumable materials and supplies used in our high-pressure hydraulic fracturing operations. Inventories are stated at the lower of cost or net realizable value. Cost is determined principally on a first-in-first-out cost basis. All inventories are purchased for use by the Company in the delivery of its services with no inventory being sold separately to outside parties. Inventory quantities on hand are reviewed regularly and write-downs for obsolete inventory are recorded based on our forecast of the inventory item demand in the near future. As of March 31, 2021 and December 31, 2020, the Company had established inventory reserves of $0.4 million and $0.3 million, respectively, for obsolete and slow-moving inventory. Property and Equipment Property and equipment are carried at cost, with depreciation provided on a straight-line basis over their estimated useful lives. Expenditures for renewals and betterments that extend the lives of the assets are capitalized. Amounts spent for maintenance and repairs, which do not improve or extend the life of the related asset, are charged to expense as incurred. The Company separately identifies and accounts for certain critical components of its hydraulic fracturing units including the engine, transmission, and pump, which requires us to separately estimate the useful lives of these components. For our other service equipment, we do not separately identify and track depreciation of specific original components. When we replace components of these assets, we typically estimate the net book values of the components that are retired, which are based primarily upon their replacement costs, their ages and their original estimated useful lives. In the first quarter of 2020, our review of impairment of long-lived assets necessitated a review of the useful lives of our property and equipment. Current trends in hydraulic fracturing equipment operating conditions, such as increasing treating pressures and higher pumping rates, along with the increase in daily pumping time are shortening the useful life of certain critical components we use. We determined that the average useful life of fluid ends and fuel injectors is now less than one year, resulting in our determination that costs associated with the replacement of these components will no longer be capitalized, but instead expensed as they are used in operations. This change in accounting estimate was made effective in March 2020 and accounted for prospectively. Goodwill Goodwill is not amortized, but is reviewed for impairment annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Judgements regarding indicators of potential impairment are based on market conditions and operational performance of the business. As of December 31 of each year, or as required, the Company performs an impairment analysis of goodwill. The Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist that indicate it is more likely than not that a reporting unit’s carrying value is greater than its fair value, and if such conditions are identified, then a quantitative analysis will be performed to determine if there is any impairment. The Company may also elect to perform a single step quantitative analysis in which the carrying amount of the reporting unit is compared to its fair value, which the Company estimates using a guideline public company method, a form of the market approach. The guideline public company method utilizes the trading multiples of similarly traded public companies as they relate to the Company’s operating metrics. An impairment charge would be recognized for the amount by which the carrying amount of the reporting unit exceeds the reporting unit’s fair value, and only limited to the total amount of goodwill allocated to the reporting unit. Warrant Liabilities The Company evaluates all its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Accounting Standards Codification (“ ASC”) 480, Distinguishing Liabilities from Equity and ASC 815-15, Derivatives and Hedging—Embedded Derivatives Derivatives and Hedging—Contracts in Entity’s Own Equity The Company issued public warrants and private placement warrants (collectively, the “public and private placement warrants”) in connection with its initial public offering in November 2018. Additionally, the Company issued warrants to certain institutional investors in connection with the Company’s private placement of Series A Preferred Stock on May 24, 2019 (“Series A warrants,” and together with the public and private placement warrants, the “warrants”). All our outstanding warrants are recognized as liabilities. Accordingly, we recognize the warrant instruments as liabilities at fair value upon issuance and adjust the instruments to fair value at the end of each reporting period. Any change in fair value is recognized in our condensed consolidated statements of operations. The public warrants are valued using their quoted market price since they are publicly traded and thus had an observable market price. The private placement warrants are valued using a Monte Carlo simulation model. The Series A warrants are valued using the Black-Scholes option pricing model. Fair Value of Financial Instruments Fair value is defined under ASC 820, Fair Value Measurement Level 1–inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2–inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3–inputs are unobservable for the asset or liability. The following is a summary of the carrying amounts and estimated fair values of our financial instruments as of March 31, 2021 and December 31, 2020: Senior Secured Term Loan . The fair value of the Senior Secured Term Loan is $196.9 million and $198.0 million as of March 31, 2021 and December 31, 2020, respectively. Equipment financing . The carrying value of the equipment financing approximates fair value as its terms are consistent with and comparable to current market rates as of March 31, 2021 and December 31, 2020, respectively. See “Note 8 – Warrant Liabilities” for fair value measurements associated with the Company’s warrants. Revenue Recognition The Company recognizes revenue based on the customer’s ability to benefit from the services rendered in an amount that reflects the consideration expected to be received in exchange for those services. The Company’s performance obligations are satisfied over time, typically measured by the number of stages completed or the number of pumping days a fleet is available to pump for a customer in a month. All revenue is recognized when a contract with a customer exists, collectability of amounts subject to invoice is probable, the performance obligations under the contract have been satisfied over time, and the amount to which the Company has the right to invoice has been determined. A portion of the Company’s contracts contain variable consideration; however, this variable consideration is typically unknown at the time of contract inception, and is not known until the job is complete, at which time the variability is resolved. The Company has elected to use the “as invoiced” practical expedient to recognize revenue based upon the amount it has a right to invoice upon the completion of each performance obligation per the terms of the contract. Accounts Receivable Accounts receivable are recorded at their outstanding balances adjusted for an allowance for doubtful accounts. The allowance for doubtful accounts is determined by analyzing the payment history and credit worthiness of each customer. Receivable balances are charged off when they are considered uncollectible by management. Recoveries of receivables previously charged off are recorded as income when received. During the three months ended March 31, 2021, the Company wrote-off accounts receivable amounting to $12.0 million, which was previously reserved for in full as of December 31, 2020. See “Note 17 – Subsequent Events” for more information. Major Customer and Concentration of Credit Risk The concentration of our customers in the oil and natural gas industry may impact our overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables. The following table shows the percentage of revenues from our significant customers: Three Months Ended March 31, 2021 2020 Customer A * 23.6% Customer B 13.0% 13.9% Customer C 12.6% 13.8% Customer D * 12.7% Customer E 16.6% * Customer F 20.3% * Customer H 18.5% * An asterisk indicates that revenue is less than ten percent. The following table shows the percentage of trade receivables from our significant customers: March 31, 2021 December 31, 2020 Customer B 10.7% 32.2% Customer C * 17.0% Customer E 20.9% * Customer F 15.8% 12.7% Customer G * 12.5% Customer H 21.0% 13.5% An asterisk indicates that trade receivable is less than ten percent Income Taxes The Company under ASC 740, Accounting for Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Accounting Standards
Accounting Standards | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Accounting Standards | NOTE 3 – ACCOUNTING STANDARDS Except as discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2021, as compared to the recent accounting pronouncements described in the Amended Annual Report, that are of significance, or potential significance to the Company. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, 2021, and the adoption of this standard did not have a material impact on the Company’s consolidated financial statements. |
Prepaids and Other Current Asse
Prepaids and Other Current Assets | 3 Months Ended |
Mar. 31, 2021 | |
Prepaid Expense And Other Assets Current [Abstract] | |
PREPAIDS AND OTHER CURRENT ASSETS | NOTE 4 – PREPAIDS AND OTHER CURRENT ASSETS Prepaids and other current assets consisted of the following (in thousands) March 31, 2021 December 31, 2020 Prepaid insurance $ 10,945 $ 3,162 Recoverable costs from insurance - 4,635 Income tax receivable 1,567 1,567 Other current assets 1,536 1,343 Total prepaid expenses and other current assets $ 14,048 $ 10,707 During the three months ended March 31, 2021, the Company prepaid $10.1 million in insurance premiums related to renewals of various insurance policies. The recoverable costs from insurance amounting to $4.6 million recorded as of December 31, 2020 was collected in full during the three months ended March 31, 2021. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS A summary of intangible assets consisted of the following (in thousands) Estimated Useful Life (in years) Gross Carrying Value Accumulated Amortization Net Book Value As of March 31, 2021 Trademarks 10 $ 1,415 $ 208 $ 1,207 Patents 20 12,775 757 12,018 $ 14,190 $ 965 $ 13,225 As of December 31, 2020 Trademarks 10 $ 1,415 $ 156 $ 1,259 Patents 20 12,775 568 12,207 $ 14,190 $ 724 $ 13,466 The intangible assets are amortized over the period the Company expects to receive the related economic benefit. Amortization expense related to amortizable intangible assets for the three months ended March 31, 2021 and 2020 was $0.2 million and $0.4 million, respectively, and was included as part of depreciation and amortization in the condensed consolidated statements of operations. As of March 31, 2021, t (in thousands) Fiscal Year Estimated Amortization Expense Remainder of 2021 $ 725 2022 966 2023 966 2024 966 2025 966 Thereafter 8,636 Total $ 13,225 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 6 – PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following (in thousands) Estimated Useful Life (in years) March 31, 2021 December 31, 2020 Fracturing equipment 1.5 to 25 $ 267,690 $ 263,869 Light duty vehicles 5 3,491 2,483 Furniture and fixtures 5 67 67 IT equipment 3 1,723 1,676 Auxiliary equipment 2 to 20 12,495 11,058 Leasehold improvements Term of lease 287 287 285,753 279,440 Less: Accumulated depreciation and amortization (52,251 ) (44,108 ) Property and equipment, net $ 233,502 $ 235,332 Depreciation and amortization expense related to property and equipment for the three months ended March 31, 2021 and 2020 was $10.9 million and $31.6 million, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | NOTE 7 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following (in thousands) March 31, 2021 December 31, 2020 Accrued payroll and benefits $ 6,034 $ 7,208 Accrued taxes 3,075 5,380 Accrued interest 506 317 Other current liabilities 2,374 1,876 Accrued expenses and other current liabilities $ 11,989 $ 14,781 |
Warrant Liabilities
Warrant Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrant Liabilities | NOTE 8 – WARRANT LIABILITIES Warrants As of March 31, 2021, a total of 19,167,417 public warrants and private placement warrants were outstanding, and exercisable for an aggregate of 9,583,709 shares of Class A common stock. In addition, as of March 31, 2021, 5,288,885 Series A warrants were outstanding pursuant to the Series A preferred stock purchase agreement, and exercisable for 5,288,885 shares of Class A common stock. Fair Value Measurement The Company’s warrants are accounted for as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s condensed consolidated statements of operations each reporting period. The following tables present the Company's fair value hierarchy for liabilities measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 (in thousands) Quoted prices in active markets (Level 1) Other observable inputs (Level 2) Unobservable inputs (Level 3) Total As of March 31, 2021 Public warrants $ 1,799 $ - $ - $ 1,799 Private placement warrants - 1,825 - 1,825 Series A warrants - 5,151 - 5,151 $ 1,799 $ 6,976 $ - $ 8,775 As of December 31, 2020 Public warrants $ 254 $ - $ - $ 254 Private placement warrants - 248 - 248 Series A warrants - 1,117 - 1,117 $ 254 $ 1,365 $ - $ 1,619 Public warrants . The fair value of the public warrants are classified as Level 1 in the fair value hierarchy and valued using quoted market prices, as they are traded in active markets. Private placement warrants. The fair value of the private placement warrants are classified as a Level 2 in the fair value hierarchy and determined using a Monte Carlo simulation model. As of March 31, 2021, the valuation for the private placement warrants used the following assumptions: exercise price of $5.75 per half share ($11.50 for full share equivalent), stock price of $1.04, expected remaining life of 2.61 years, volatility rate of 142.8%, risk-free interest rate of 0.3% and dividend rate of 0%. Series A warrants . The fair value of the Series A warrants are classified as a Level 2 in the fair value hierarchy and determined using the Black-Scholes valuation method. As of March 31, 2021, the valuation for the Series A warrants used the following assumptions: exercise price of $7.66, expected remaining term of 4.7 years, volatility rate of 142.8%, risk-free interest rate of 0.8% and expected dividend rate of 0% The following table summarizes the activities, including changes in fair values of the Company’s warrant liabilities for the three months ended March 31, 2021 and 2020 (in thousands) : Three Months Ended March 31, 2021 2020 Balance at beginning of period $ 1,619 $ 8,147 Change in fair value of warrant liabilities 7,151 (6,553 ) Amortization of warrant issuance costs 5 5 Balance at end of period $ 8,775 $ 1,599 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 9 – NOTES PAYABLE During the three months ended March 31, 2021, the Company entered into various insurance premium finance agreements amounting to $9.1 million , payable in equal monthly installments at a weighted average interest rate of 5.4 %. These premium finance agreements are due within one year and are recorded as notes payable under current liabilities in the condensed consolidated balance sheets . |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 10 – DEBT Long-term debt consisted of the following (in thousands) March 31, 2021 December 31, 2020 Senior Secured Term Loan $ 245,000 $ 246,250 ABL Credit Facility 35,884 23,710 PPP Loan 10,000 10,000 USDA Loan 25,000 21,996 Equipment financing 12,002 12,866 Capital leases 879 229 Total debt principal balance 328,765 315,051 Unamortized discount on debt and debt issuance costs (12,381 ) (17,576 ) Current maturities (13,782 ) (13,573 ) Net Long-term debt $ 302,602 $ 283,902 ABL Credit Facility The USDA Loan In November 2020, we entered into a Business Loan Agreement (the “USDA Loan”) with a commercial bank pursuant to the United States Department of Agriculture, Business & Industry Coronavirus Aid, Relief, and Economic Security Act Guaranteed Loan Program, in the aggregate principal amount of up to $25.0 million for the purpose of providing long-term financing for eligible working capital. Interest payments are due monthly at the interest rate of 5.75% per annum beginning on December 12, 2020 but principal payments are not required until December 12, 2023. During the fourth quarter of 2020, we received proceeds amounting to $22.0 million under the USDA Loan. In January 2021, we received the remaining proceeds amounting to $3.0 million. Payments of Debt Obligations due by Period Presented in the following table is a schedule of the repayment requirements of long-term debt as of March 31, 2021 (in thousands) : Principal Amount of Long-term Debt Remainder of 2021 $ 11,572 2022 10,186 2023 9,408 2024 9,940 2025 269,081 Thereafter 18,578 Total $ 328,765 |
Mezzanine Equity
Mezzanine Equity | 3 Months Ended |
Mar. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
MEZZANINE EQUITY | NOTE 11 – MEZZANINE EQUITY Series A Redeemable Convertible Preferred Stock The following table summarizes the Company’s Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share (“Series A preferred stock”) activities for the three months ended March 31, 2021 ( in thousands, except share amounts Shares Amount Series A preferred stock as of December 31, 2020 (As Restated) 50,000 $ 50,975 Deemed and imputed dividends on Series A preferred stock - 464 Accrued Series A preferred stock dividends - 1,813 Series A preferred stock as of March 31, 2021 50,000 $ 53,252 During the three months ended March 31, 2021, the Company issued 444,444 additional warrants to the purchasers of Series A preferred stock in accordance with the Series A preferred stock purchase agreement. As of March 31, 2021, 50,000 shares of Series A preferred stock were outstanding and convertible into 9,329,921 shares of Class A common stock, and dividends accrued and outstanding with respect to the Series A preferred stock were $12.2 million and reflected in the carrying value of Series A preferred stock. Series B Redeemable Convertible Preferred Stock The following table summarizes the Company’s Series B Redeemable Convertible Preferred Stock, par value $0.0001 per share (“Series B preferred stock”) activities for the three months ended March 31, 2021 ( in thousands, except share amounts Shares Amount Series B preferred stock as of December 31, 2020 22,050 $ 22,686 Conversion of Series B preferred stock to Class A common stock (762 ) (797 ) Accrued Series B preferred stock dividends - 711 Series B preferred stock as of March 31, 2021 21,288 $ 22,600 In February 2021, 762 shares of Series B preferred stock and related accrued dividends were converted into 2,745,778 shares of Class A common stock pursuant to the certificate of designations authorizing and establishing the rights, preferences, and privileges of the Series B preferred stock. Accordingly, the Company recorded a reduction of $0.8 million in the carrying value of the Series B preferred stock. As of March 31, 2021, 21,288 shares of Series B preferred stock were outstanding and convertible into 77,965,385 shares of Class A common stock, and dividends accrued and outstanding with respect to the Series B preferred stock was $2.8 million and reflected in the carrying value of Series B preferred stock. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 12 – STOCKHOLDERS’ EQUITY Shares Authorized and Outstanding Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. See “Note 11 – Mezzanine Equity” for the discussion of preferred stock issued and outstanding. Class A Common Stock The Company is authorized to issue 400,000,000 shares of Class A common stock with a par value of $0.0001 per share. At days within any 30 -trading day period, and 609,677 outstanding shares of Class A common stock were subject to the same cancellation provision, but at a closing price per share of $ 13.50 . On June 26, 2020, the Company entered into an Equity Distribution Agreement (the “ATM Agreement”) with Piper Sandler & Co. relating to the Company’s shares of Class A common stock. In accordance with the terms of the ATM Agreement, the Company may offer and sell over a period of time shares of our Class A common stock. The ATM Agreement relates to an “at-the-market” offering program. Under the ATM Agreement, the Company will pay Piper Sandler an aggregate commission of up to 3% of the gross sales price per share of Class A common stock sold under the ATM Agreement. On March 19, 2021, the Company filed Supplement No. 1 to Prospectus Supplement dated June 26, 2020 to increase the number of shares of Class A common stock that we may offer in accordance with the terms of the ATM Agreement by an additional $39.7 million in excess of the amount covered by the prospectus of $10.3 million. During the three months ended March 31, 2021, the Company sold 12,624,657 shares of Class A common stock for a total net proceeds of $10.7 million and paid $0.3 million in commissions under the ATM Agreement. Class B Common Stock The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. The shares of Class B common stock are non-economic; however, holders are entitled to one vote per share. Each share of Class B common stock, together with one unit of USWS Holdings, is exchangeable for one share of Class A common stock or, at the Company’s election, the cash equivalent to the market value of one share of Class A common stock. During the three months ended March 31, 2021, 2,302,936 shares of Class B common stock were converted to an equivalent number of shares of Class A common stock. As of March 31, 2021 and December 31, 2020, there were 0 and 2,302,936 shares of Class B common stock issued and outstanding, respectively. Noncontrolling Interest During the three months ended March 31, 2021, the remaining noncontrolling interest holders of USWS Holdings surrendered all of their respective shares in exchange for the Company’s Class A common stock. Accordingly, USWS Holdings became the Company’s wholly owned subsidiary as of March 31, 2021. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | NOTE 13 – EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed in the same manner as basic earnings per share except that the denominator is increased to include the number of additional common shares that could have been outstanding assuming the exercise of stock options, exercise of warrants, conversion of Series A and Series B preferred stock, conversion of Class B common stock, vesting of restricted shares of Class A common stock, and issuance of Class A common stock associated with the deferred stock units and certain performance awards. Basic and diluted net income (loss) per share excludes the income (loss) attributable to and shares associated with the 1,609,677 shares of Class A common stock that are subject to cancellation on November 9, 2024 if certain market conditions have not been met. The Company has included in the calculation accrued dividends on Series A and Series B preferred stock and related deemed and imputed dividends. The following table sets forth the calculation of basic and diluted earnings (loss) per share for the periods indicated based on the weighted average number of shares of Class A common stock outstanding for the period (in thousands, except share and per share amounts) Three Months Ended March 31, 2021 2020 (As Restated) Basic Net Income (Loss) Per Share Numerator: Net loss attributable to U.S. Well Services, Inc. $ (20,566 ) $ (165,818 ) Net loss attributable to cancellable Class A common stock 411 4,432 Basic net loss attributable to U.S. Well Services, Inc. shareholders (20,155 ) (161,386 ) Dividends accrued on Series A preferred stock (1,813 ) (1,751 ) Dividends accrued on Series B preferred stock (711 ) - Deemed and imputed dividends on Series A preferred stock (464 ) (6,972 ) Deemed and imputed dividends on Series B preferred stock (4,168 ) - Basic net loss attributable to U.S. Well Services, Inc. Class A common shareholders $ (27,311 ) $ (170,109 ) Denominator: Weighted average shares outstanding 80,586,777 60,229,277 Cancellable Class A common stock (1,609,677 ) (1,609,677 ) Basic and diluted weighted average shares outstanding 78,977,100 58,619,600 Basic and diluted net income (loss) per share attributable to Class A common shareholders $ (0.35 ) $ (2.90 ) A summary of securities excluded from the computation of diluted earnings per share is presented below for the applicable periods: Three Months Ended March 31, 2021 2020 Dilutive earnings per share: Anti-dilutive stock options 877,266 924,990 Anti-dilutive warrants 14,872,594 16,169,539 Anti-dilutive restricted stock 1,079,249 1,685,686 Anti-dilutive deferred stock units 8,911,858 - Anti-dilutive shares from Pool B awards 10,124,725 - Anti-dilutive Class B common stock convertible into Class A common stock - 5,500,692 Anti-dilutive Series A preferred stock convertible into Class A common stock 9,329,921 9,115,615 Anti-dilutive Series B preferred stock convertible into Class A common stock 77,965,385 - Potentially dilutive securities excluded as anti-dilutive 123,160,998 33,396,522 |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Compensation | NOTE 14 – SHARE-BASED COMPENSATION Share-based compensation expense consisted of the following ( in thousands Three Months Ended March 31, 2021 2020 Restricted stock $ 825 $ 1,824 Stock options 214 254 DSUs 246 - Pool A Awards 86 - Pool B Awards 280 - Total $ 1,651 (1) $ 2,078 (2) (1) (2) Restricted Stock The following table summarizes the restricted stock activity for the three months ended March 31, 2021: Weighted- average Unvested shares grant-date fair value per share Non-vested restricted stock as of December 31, 2020 1,449,287 $ 8.85 Granted - - Vested (353,378 ) 8.91 Forfeited (16,660 ) 8.91 Non-vested restricted stock as of March 31, 2021 1,079,249 $ 8.83 As of March 31, 2021, the total unrecognized compensation cost related to restricted stock was $6.4 million which is expected to be recognized over a weighted-average period of 1.91 years. Stock Options The following table summarizes the stock option activity for the three months ended March 31, 2021: Number of shares Weighted average exercise price (per share data) Weighted Average Remaining Contractual Life (years) Outstanding as of December 31, 2020 877,266 $ 8.91 5.21 Exercised - - - Forfeited/Expired - - - Outstanding as of March 31, 2021 877,266 $ 8.91 4.96 Exercisable as of March 31, 2021 438,633 $ 8.91 4.96 As of March 31, 2021, the total unrecognized compensation cost related to stock options was $1.7 million Deferred Stock Units (“DSUs”) The following table summarizes the DSUs activity for the three months ended March 31, 2021: Weighted- average Unvested units grant-date fair value per unit Non-vested DSUs as of December 31, 2020 8,911,858 $ 0.33 Granted - - Vested (2,970,619 ) 0.33 Forfeited - - Non-vested DSUs as of March 31, 2021 5,941,239 $ 0.33 As of March 31, 2021, the total unrecognized compensation cost related to DSUs was $1.7 million which is expected to be recognized over a weighted average period of 1.75 years. Pool A Performance Award (“Pool A Award”) The Company accounted for the Pool A Award under liability accounting as a result of the fixed monetary amount that could be settled either in cash or a variable number of shares of the Company’s Class A common stock. The Pool A Award became fully vested as of January 1, 2021. Since the settlement will not occur until the fifth anniversary of the grant date, the Company considered the delayed settlement as a post-vesting restriction which impacted the determination of grant-date fair value of the award. As of March 31, 2021, the fair value of the Pool A Award liability was remeasured to $2,414, which was estimated using a risk-adjusted discount rate reflecting the weighted average cost of capital of similarly traded public companies. During the three months ended March 31, 2021, the Company recorded additional compensation cost of $0.1 million, which was the change in fair value of the Pool A Award liability. Pool B Performance Award (“Pool B Award”) On January 1, 2021, one-third of the fair value of the Pool B Award vested in the amount of $1.1 million. As of March 31, 2021, the unvested fair value of the Pool B Award was $2.2 million. As of March 31, 2021, the total unrecognized compensation cost related to Pool B Award was $2.0 million which is expected to be recognized over a weighted average period of 1.75 years. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 15 – INCOME TAXES On March 27, 2020, the President signed the CARES Act into law. The CARES Act contains several corporate income tax provisions, including, among other things, providing a 5-year carryback of net operating loss (“NOL”) tax carryforwards generated in tax years 2018, 2019, and 2020, removing the 80% taxable income limitation on utilization of those NOLs if carried back to prior tax years or utilized in tax years beginning before 2021, temporarily liberalizing the interest deductions rules under Section 163(j) of the Tax Cuts and Jobs Act of 2017, and making corporate alternative minimum tax credits immediately refundable. During the second quarter of 2020, the Company filed an application to carry back its 2018 NOLs, claiming a refund of approximately $0.8 million, which remains outstanding as of March 31, 2021. The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions and is subject to examination by the taxing authorities. The Company’s effective tax rate on continuing operations for the three months ended March 31, 2021 was (0.00)%. We follow guidance issued by the FASB in accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the condensed consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the condensed consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. We have considered our exposure under the standard at both the federal and state tax levels. We did not record any liabilities for uncertain tax positions as of March 31, 2021 or December 31, 2020. We record income tax-related interest and penalties, if any, as a component of income tax expense. We did not incur any material interest or penalties on income taxes. After consideration of all the information available, management determined that a valuation allowance was appropriate, as it is more likely than not that the Company will not utilize its net deferred tax assets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16 – COMMITMENTS AND CONTINGENCIES Litigation Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company was named a defendant in a case filed on January 14, 2019 in the Superior Court of the State of Delaware styled Smart Sand, Inc. v. U.S. Well Services LLC Sand Purchase Agreements The Company entered into agreements for the supply of proppant for use in its hydraulic fracturing operations. Under the terms of these agreements, the Company is subject to minimum purchase quantities on a monthly, quarterly, or annual basis at fixed prices or may pay penalties in the event of any shortfall. As of March 31, 2021, we estimated and accrued for a shortfall in purchase quantities. This accrual is presented as part of accrued liabilities on the condensed consolidated balance sheets. As of March 31, 2021, the Company’s contracted volumes in dollars was $12.0 million. The Company’s minimum commitments was $10.0 million, which represents the aggregate amounts that we would be obligated to pay if we procured no additional proppant under the contracts after March 31, 2021. Operating Lease Agreements The Company has various operating leases for facilities with terms ranging from 24 to 76 months. Rent expense was $0.3 million and $0.7 million for the three months ended March 31, 2021 and 2020, respectively, of which $0.2 million and $0.5 million, respectively, are recorded as part of cost of services and $0.1 million, and $0.2 million, respectively, are recorded as part of selling, general and administrative expenses in the condensed consolidated statements of operations. The following is a schedule of minimum future payments on non-cancellable operating leases as of March 31, 2021 (in thousands) Remainder of 2021 $ 772 2022 828 2023 308 2024 258 2025 67 Total minimum future rentals $ 2,233 Capital Lease Agreements The total amount of future minimum lease payments related to the capital leases as of March 31, 2021 was $0.9 million, of which $0.2 million is due in the remainder of 2021 and in each of the years in 2022, 2023 and 2024, and $0.1 million is due in 2025. The total payments include a nominal amount of imputed interest. Self-insurance The Company established a self-insured plan for employees’ healthcare benefits except for losses in excess of varying threshold amounts. The Company charges to expense all actual claims made during each reporting period, as well as an estimate of claims incurred, but not yet reported. The amount of estimated claims incurred, but not reported was $0.5 million and $0.2 million as of March 31, 2021 and December 31, 2020, respectively, and was reported as accrued expenses in the condensed consolidated balance sheets. The Company believes that the liabilities recorded are appropriate based on the known facts and circumstances and does not expect further losses materially in excess of the amounts already accrued for existing claims. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 17 – SUBSEQUENT EVENTS On |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the annual financial statements included in the Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2020 (the “Amended Annual Report”), filed with the Securities and Exchange Commission (“SEC”) on May 17, 2021. The accompanying unaudited condensed consolidated financial statements and accompanying notes present the consolidated financial position, results of operations, cash flows, and stockholders’ deficit of the Company as of March 31, 2021 and December 31, 2020, and for the three months ended March 31, 2021 and 2020. The interim data includes all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results of operations expected for the entire fiscal year ended December 31, 2021. |
Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements On April 12, 2021, the Staff of the SEC (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities of the entity measured at fair value, with changes in fair value each reporting period in earnings as opposed to being treated as equity. As a result of the SEC Staff Statement and in light of evolving views as to certain provisions commonly included in warrants issued by SPACs, we re-evaluated the accounting for our warrants (as described in “Note 8 – Warrant Liabilities” and “Note 11 – Mezzanine Equity”) under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity December 31, 2020 and 2019 . Accordingly, this Quarterly Report on Form 10–Q contains our restated consolidated financial statements and related disclosures as of December 31, 2020 and for the three month s ended March 31, 2020. Please see “Explanatory Note” and Note 2 to the Notes to the Consolidated Financial Statements included in Part II, Item 8 of the Amended Annual Report for additional information about the restatement. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiaries. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All significant intercompany balances and transactions are eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We regularly evaluate estimates and judgments based on historical experience and other relevant facts and circumstances. Significant estimates included in these financial statements primarily relate to allowance for doubtful accounts, allowance for inventory obsolescence, estimated useful lives and valuation of property and equipment and intangible assets, impairment assessments of goodwill and long-lived assets, Level 2 inputs used in fair value estimation of warrant liabilities, term loans, and the assumptions used in our Black-Scholes and Monte Carlo option pricing models associated with the valuation of warrant liabilities, share-based compensation and certain equity instruments. Actual results could differ from those estimates. |
Restricted Cash | Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements, or are reserved for a specific purpose, and not readily available for immediate or general use are recorded in restricted cash in our condensed consolidated balance sheets. The restricted cash in our condensed consolidated balance sheet represents cash transferred into a trust account to support our workers’ compensation obligations and cash held for use in approved capital expenditures amounting to $513 and $6, respectively, as of March 31, 2021, and $513 and $1,056, respectively, as of December 31, 2020. The following table provides a reconciliation of the amount of cash and cash equivalents reported on the condensed consolidated balance sheets to the total of cash and cash equivalents and restricted cash shown on the condensed consolidated statements of cash flows (in thousands) March 31, 2021 December 31, 2020 Cash and cash equivalents $ 17,726 $ 3,693 Restricted cash 519 1,569 Cash and cash equivalents and restricted cash $ 18,245 $ 5,262 |
Inventory | Inventory Inventory consists of proppant, chemicals, and other consumable materials and supplies used in our high-pressure hydraulic fracturing operations. Inventories are stated at the lower of cost or net realizable value. Cost is determined principally on a first-in-first-out cost basis. All inventories are purchased for use by the Company in the delivery of its services with no inventory being sold separately to outside parties. Inventory quantities on hand are reviewed regularly and write-downs for obsolete inventory are recorded based on our forecast of the inventory item demand in the near future. As of March 31, 2021 and December 31, 2020, the Company had established inventory reserves of $0.4 million and $0.3 million, respectively, for obsolete and slow-moving inventory. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost, with depreciation provided on a straight-line basis over their estimated useful lives. Expenditures for renewals and betterments that extend the lives of the assets are capitalized. Amounts spent for maintenance and repairs, which do not improve or extend the life of the related asset, are charged to expense as incurred. The Company separately identifies and accounts for certain critical components of its hydraulic fracturing units including the engine, transmission, and pump, which requires us to separately estimate the useful lives of these components. For our other service equipment, we do not separately identify and track depreciation of specific original components. When we replace components of these assets, we typically estimate the net book values of the components that are retired, which are based primarily upon their replacement costs, their ages and their original estimated useful lives. In the first quarter of 2020, our review of impairment of long-lived assets necessitated a review of the useful lives of our property and equipment. Current trends in hydraulic fracturing equipment operating conditions, such as increasing treating pressures and higher pumping rates, along with the increase in daily pumping time are shortening the useful life of certain critical components we use. We determined that the average useful life of fluid ends and fuel injectors is now less than one year, resulting in our determination that costs associated with the replacement of these components will no longer be capitalized, but instead expensed as they are used in operations. This change in accounting estimate was made effective in March 2020 and accounted for prospectively. |
Goodwill | Goodwill Goodwill is not amortized, but is reviewed for impairment annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Judgements regarding indicators of potential impairment are based on market conditions and operational performance of the business. As of December 31 of each year, or as required, the Company performs an impairment analysis of goodwill. The Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist that indicate it is more likely than not that a reporting unit’s carrying value is greater than its fair value, and if such conditions are identified, then a quantitative analysis will be performed to determine if there is any impairment. The Company may also elect to perform a single step quantitative analysis in which the carrying amount of the reporting unit is compared to its fair value, which the Company estimates using a guideline public company method, a form of the market approach. The guideline public company method utilizes the trading multiples of similarly traded public companies as they relate to the Company’s operating metrics. An impairment charge would be recognized for the amount by which the carrying amount of the reporting unit exceeds the reporting unit’s fair value, and only limited to the total amount of goodwill allocated to the reporting unit. |
Warrant Liabilities | Warrant Liabilities The Company evaluates all its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Accounting Standards Codification (“ ASC”) 480, Distinguishing Liabilities from Equity and ASC 815-15, Derivatives and Hedging—Embedded Derivatives Derivatives and Hedging—Contracts in Entity’s Own Equity The Company issued public warrants and private placement warrants (collectively, the “public and private placement warrants”) in connection with its initial public offering in November 2018. Additionally, the Company issued warrants to certain institutional investors in connection with the Company’s private placement of Series A Preferred Stock on May 24, 2019 (“Series A warrants,” and together with the public and private placement warrants, the “warrants”). All our outstanding warrants are recognized as liabilities. Accordingly, we recognize the warrant instruments as liabilities at fair value upon issuance and adjust the instruments to fair value at the end of each reporting period. Any change in fair value is recognized in our condensed consolidated statements of operations. The public warrants are valued using their quoted market price since they are publicly traded and thus had an observable market price. The private placement warrants are valued using a Monte Carlo simulation model. The Series A warrants are valued using the Black-Scholes option pricing model. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined under ASC 820, Fair Value Measurement Level 1–inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2–inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3–inputs are unobservable for the asset or liability. The following is a summary of the carrying amounts and estimated fair values of our financial instruments as of March 31, 2021 and December 31, 2020: Senior Secured Term Loan . The fair value of the Senior Secured Term Loan is $196.9 million and $198.0 million as of March 31, 2021 and December 31, 2020, respectively. Equipment financing . The carrying value of the equipment financing approximates fair value as its terms are consistent with and comparable to current market rates as of March 31, 2021 and December 31, 2020, respectively. See “Note 8 – Warrant Liabilities” for fair value measurements associated with the Company’s warrants. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue based on the customer’s ability to benefit from the services rendered in an amount that reflects the consideration expected to be received in exchange for those services. The Company’s performance obligations are satisfied over time, typically measured by the number of stages completed or the number of pumping days a fleet is available to pump for a customer in a month. All revenue is recognized when a contract with a customer exists, collectability of amounts subject to invoice is probable, the performance obligations under the contract have been satisfied over time, and the amount to which the Company has the right to invoice has been determined. A portion of the Company’s contracts contain variable consideration; however, this variable consideration is typically unknown at the time of contract inception, and is not known until the job is complete, at which time the variability is resolved. The Company has elected to use the “as invoiced” practical expedient to recognize revenue based upon the amount it has a right to invoice upon the completion of each performance obligation per the terms of the contract. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at their outstanding balances adjusted for an allowance for doubtful accounts. The allowance for doubtful accounts is determined by analyzing the payment history and credit worthiness of each customer. Receivable balances are charged off when they are considered uncollectible by management. Recoveries of receivables previously charged off are recorded as income when received. During the three months ended March 31, 2021, the Company wrote-off accounts receivable amounting to $12.0 million, which was previously reserved for in full as of December 31, 2020. See “Note 17 – Subsequent Events” for more information. |
Major Customer and Concentration of Credit Risk | Major Customer and Concentration of Credit Risk The concentration of our customers in the oil and natural gas industry may impact our overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables. The following table shows the percentage of revenues from our significant customers: Three Months Ended March 31, 2021 2020 Customer A * 23.6% Customer B 13.0% 13.9% Customer C 12.6% 13.8% Customer D * 12.7% Customer E 16.6% * Customer F 20.3% * Customer H 18.5% * An asterisk indicates that revenue is less than ten percent. The following table shows the percentage of trade receivables from our significant customers: March 31, 2021 December 31, 2020 Customer B 10.7% 32.2% Customer C * 17.0% Customer E 20.9% * Customer F 15.8% 12.7% Customer G * 12.5% Customer H 21.0% 13.5% An asterisk indicates that trade receivable is less than ten percent |
Income Taxes | Income Taxes The Company under ASC 740, Accounting for Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents and Restricted Cash | The following table provides a reconciliation of the amount of cash and cash equivalents reported on the condensed consolidated balance sheets to the total of cash and cash equivalents and restricted cash shown on the condensed consolidated statements of cash flows (in thousands) March 31, 2021 December 31, 2020 Cash and cash equivalents $ 17,726 $ 3,693 Restricted cash 519 1,569 Cash and cash equivalents and restricted cash $ 18,245 $ 5,262 |
Schedule of Percentage of Revenues and Trade Receivables from Customers | The following table shows the percentage of revenues from our significant customers: Three Months Ended March 31, 2021 2020 Customer A * 23.6% Customer B 13.0% 13.9% Customer C 12.6% 13.8% Customer D * 12.7% Customer E 16.6% * Customer F 20.3% * Customer H 18.5% * An asterisk indicates that revenue is less than ten percent. The following table shows the percentage of trade receivables from our significant customers: March 31, 2021 December 31, 2020 Customer B 10.7% 32.2% Customer C * 17.0% Customer E 20.9% * Customer F 15.8% 12.7% Customer G * 12.5% Customer H 21.0% 13.5% An asterisk indicates that trade receivable is less than ten percent |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule of Prepaids and Other Current Assets | Prepaids and other current assets consisted of the following (in thousands) March 31, 2021 December 31, 2020 Prepaid insurance $ 10,945 $ 3,162 Recoverable costs from insurance - 4,635 Income tax receivable 1,567 1,567 Other current assets 1,536 1,343 Total prepaid expenses and other current assets $ 14,048 $ 10,707 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | A summary of intangible assets consisted of the following (in thousands) Estimated Useful Life (in years) Gross Carrying Value Accumulated Amortization Net Book Value As of March 31, 2021 Trademarks 10 $ 1,415 $ 208 $ 1,207 Patents 20 12,775 757 12,018 $ 14,190 $ 965 $ 13,225 As of December 31, 2020 Trademarks 10 $ 1,415 $ 156 $ 1,259 Patents 20 12,775 568 12,207 $ 14,190 $ 724 $ 13,466 |
Schedule of Estimated Future Amortization Expense | As of March 31, 2021, t (in thousands) Fiscal Year Estimated Amortization Expense Remainder of 2021 $ 725 2022 966 2023 966 2024 966 2025 966 Thereafter 8,636 Total $ 13,225 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands) Estimated Useful Life (in years) March 31, 2021 December 31, 2020 Fracturing equipment 1.5 to 25 $ 267,690 $ 263,869 Light duty vehicles 5 3,491 2,483 Furniture and fixtures 5 67 67 IT equipment 3 1,723 1,676 Auxiliary equipment 2 to 20 12,495 11,058 Leasehold improvements Term of lease 287 287 285,753 279,440 Less: Accumulated depreciation and amortization (52,251 ) (44,108 ) Property and equipment, net $ 233,502 $ 235,332 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands) March 31, 2021 December 31, 2020 Accrued payroll and benefits $ 6,034 $ 7,208 Accrued taxes 3,075 5,380 Accrued interest 506 317 Other current liabilities 2,374 1,876 Accrued expenses and other current liabilities $ 11,989 $ 14,781 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Schedule of Liabilities Measured at Fair Value on Recurring Basis | The following tables present the Company's fair value hierarchy for liabilities measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 (in thousands) Quoted prices in active markets (Level 1) Other observable inputs (Level 2) Unobservable inputs (Level 3) Total As of March 31, 2021 Public warrants $ 1,799 $ - $ - $ 1,799 Private placement warrants - 1,825 - 1,825 Series A warrants - 5,151 - 5,151 $ 1,799 $ 6,976 $ - $ 8,775 As of December 31, 2020 Public warrants $ 254 $ - $ - $ 254 Private placement warrants - 248 - 248 Series A warrants - 1,117 - 1,117 $ 254 $ 1,365 $ - $ 1,619 |
Schedule of Changes in Fair Values of Warrant Liabilities | The following table summarizes the activities, including changes in fair values of the Company’s warrant liabilities for the three months ended March 31, 2021 and 2020 (in thousands) : Three Months Ended March 31, 2021 2020 Balance at beginning of period $ 1,619 $ 8,147 Change in fair value of warrant liabilities 7,151 (6,553 ) Amortization of warrant issuance costs 5 5 Balance at end of period $ 8,775 $ 1,599 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following (in thousands) March 31, 2021 December 31, 2020 Senior Secured Term Loan $ 245,000 $ 246,250 ABL Credit Facility 35,884 23,710 PPP Loan 10,000 10,000 USDA Loan 25,000 21,996 Equipment financing 12,002 12,866 Capital leases 879 229 Total debt principal balance 328,765 315,051 Unamortized discount on debt and debt issuance costs (12,381 ) (17,576 ) Current maturities (13,782 ) (13,573 ) Net Long-term debt $ 302,602 $ 283,902 |
Schedule of Repayment Requirements of Long-term Debt | Presented in the following table is a schedule of the repayment requirements of long-term debt as of March 31, 2021 (in thousands) : Principal Amount of Long-term Debt Remainder of 2021 $ 11,572 2022 10,186 2023 9,408 2024 9,940 2025 269,081 Thereafter 18,578 Total $ 328,765 |
Mezzanine Equity (Tables)
Mezzanine Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Series A and Series B Redeemable Convertible Preferred Stock (Series A and Series B Preferred Stock) Activities | The following table summarizes the Company’s Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share (“Series A preferred stock”) activities for the three months ended March 31, 2021 ( in thousands, except share amounts Shares Amount Series A preferred stock as of December 31, 2020 (As Restated) 50,000 $ 50,975 Deemed and imputed dividends on Series A preferred stock - 464 Accrued Series A preferred stock dividends - 1,813 Series A preferred stock as of March 31, 2021 50,000 $ 53,252 The following table summarizes the Company’s Series B Redeemable Convertible Preferred Stock, par value $0.0001 per share (“Series B preferred stock”) activities for the three months ended March 31, 2021 ( in thousands, except share amounts Shares Amount Series B preferred stock as of December 31, 2020 22,050 $ 22,686 Conversion of Series B preferred stock to Class A common stock (762 ) (797 ) Accrued Series B preferred stock dividends - 711 Series B preferred stock as of March 31, 2021 21,288 $ 22,600 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Calculation of Basic And Diluted Earnings (Loss) Per Share | The following table sets forth the calculation of basic and diluted earnings (loss) per share for the periods indicated based on the weighted average number of shares of Class A common stock outstanding for the period (in thousands, except share and per share amounts) Three Months Ended March 31, 2021 2020 (As Restated) Basic Net Income (Loss) Per Share Numerator: Net loss attributable to U.S. Well Services, Inc. $ (20,566 ) $ (165,818 ) Net loss attributable to cancellable Class A common stock 411 4,432 Basic net loss attributable to U.S. Well Services, Inc. shareholders (20,155 ) (161,386 ) Dividends accrued on Series A preferred stock (1,813 ) (1,751 ) Dividends accrued on Series B preferred stock (711 ) - Deemed and imputed dividends on Series A preferred stock (464 ) (6,972 ) Deemed and imputed dividends on Series B preferred stock (4,168 ) - Basic net loss attributable to U.S. Well Services, Inc. Class A common shareholders $ (27,311 ) $ (170,109 ) Denominator: Weighted average shares outstanding 80,586,777 60,229,277 Cancellable Class A common stock (1,609,677 ) (1,609,677 ) Basic and diluted weighted average shares outstanding 78,977,100 58,619,600 Basic and diluted net income (loss) per share attributable to Class A common shareholders $ (0.35 ) $ (2.90 ) |
Summary of Securities Excluded from Computation of Diluted Earnings Per Share | A summary of securities excluded from the computation of diluted earnings per share is presented below for the applicable periods: Three Months Ended March 31, 2021 2020 Dilutive earnings per share: Anti-dilutive stock options 877,266 924,990 Anti-dilutive warrants 14,872,594 16,169,539 Anti-dilutive restricted stock 1,079,249 1,685,686 Anti-dilutive deferred stock units 8,911,858 - Anti-dilutive shares from Pool B awards 10,124,725 - Anti-dilutive Class B common stock convertible into Class A common stock - 5,500,692 Anti-dilutive Series A preferred stock convertible into Class A common stock 9,329,921 9,115,615 Anti-dilutive Series B preferred stock convertible into Class A common stock 77,965,385 - Potentially dilutive securities excluded as anti-dilutive 123,160,998 33,396,522 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Share-based Compensation Expense | Share-based compensation expense consisted of the following ( in thousands Three Months Ended March 31, 2021 2020 Restricted stock $ 825 $ 1,824 Stock options 214 254 DSUs 246 - Pool A Awards 86 - Pool B Awards 280 - Total $ 1,651 (1) $ 2,078 (2) (1) (2) |
Schedule of Restricted Stock Transactions | The following table summarizes the restricted stock activity for the three months ended March 31, 2021: Weighted- average Unvested shares grant-date fair value per share Non-vested restricted stock as of December 31, 2020 1,449,287 $ 8.85 Granted - - Vested (353,378 ) 8.91 Forfeited (16,660 ) 8.91 Non-vested restricted stock as of March 31, 2021 1,079,249 $ 8.83 As of March 31, 2021, the total unrecognized compensation cost related to restricted stock was $6.4 million which is expected to be recognized over a weighted-average period of 1.91 years. |
Schedule of Stock Option Activity | The following table summarizes the stock option activity for the three months ended March 31, 2021: Number of shares Weighted average exercise price (per share data) Weighted Average Remaining Contractual Life (years) Outstanding as of December 31, 2020 877,266 $ 8.91 5.21 Exercised - - - Forfeited/Expired - - - Outstanding as of March 31, 2021 877,266 $ 8.91 4.96 Exercisable as of March 31, 2021 438,633 $ 8.91 4.96 |
Schedule of DSUs Activity | The following table summarizes the DSUs activity for the three months ended March 31, 2021: Weighted- average Unvested units grant-date fair value per unit Non-vested DSUs as of December 31, 2020 8,911,858 $ 0.33 Granted - - Vested (2,970,619 ) 0.33 Forfeited - - Non-vested DSUs as of March 31, 2021 5,941,239 $ 0.33 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Minimum Future Payments on Non-Cancelable Operating Leases | The following is a schedule of minimum future payments on non-cancellable operating leases as of March 31, 2021 (in thousands) Remainder of 2021 $ 772 2022 828 2023 308 2024 258 2025 67 Total minimum future rentals $ 2,233 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | ||
Restricted cash | $ 519,000 | $ 1,569,000 |
Inventory valuation reserves | 400,000 | 300,000 |
Reserve for doubtful accounts | 0 | 12,000,000 |
Accounts receivable wrote off | 12,000,000 | |
Accrued for payment of interest and penalties | 0 | |
Senior Secured Term Loan [Member] | ||
Accounting Policies [Line Items] | ||
Long term debt fair value | 196,900,000 | 198,000,000 |
Workers’ Compensation Obligations [Member] | ||
Accounting Policies [Line Items] | ||
Restricted cash | 513,000 | 513,000 |
Approved Capital Expenditures [Member] | ||
Accounting Policies [Line Items] | ||
Restricted cash | $ 6,000 | $ 1,056,000 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 17,726 | $ 3,693 | ||
Restricted cash | 519 | 1,569 | ||
Cash and cash equivalents and restricted cash | $ 18,245 | $ 5,262 | $ 9,587 | $ 41,404 |
Significant Accounting Polici_6
Significant Accounting Policies (Details 1) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenues [Member] | |||
Concentration risk, Percentage | 10.00% | ||
Revenues [Member] | Customer Concentration Risk [Member] | Customer A [Member] | |||
Concentration risk, Percentage | 23.60% | ||
Revenues [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||
Concentration risk, Percentage | 13.00% | 13.90% | |
Revenues [Member] | Customer Concentration Risk [Member] | Customer C [Member] | |||
Concentration risk, Percentage | 12.60% | 13.80% | |
Revenues [Member] | Customer Concentration Risk [Member] | Customer D [Member] | |||
Concentration risk, Percentage | 12.70% | ||
Revenues [Member] | Customer Concentration Risk [Member] | Customer E [Member] | |||
Concentration risk, Percentage | 16.60% | ||
Revenues [Member] | Customer Concentration Risk [Member] | Customer F [Member] | |||
Concentration risk, Percentage | 20.30% | ||
Revenues [Member] | Customer Concentration Risk [Member] | Customer H [Member] | |||
Concentration risk, Percentage | 18.50% | ||
Trade Receivables [Member] | |||
Concentration risk, Percentage | 10.00% | ||
Trade Receivables [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||
Concentration risk, Percentage | 10.70% | 32.20% | |
Trade Receivables [Member] | Customer Concentration Risk [Member] | Customer C [Member] | |||
Concentration risk, Percentage | 17.00% | ||
Trade Receivables [Member] | Customer Concentration Risk [Member] | Customer E [Member] | |||
Concentration risk, Percentage | 20.90% | ||
Trade Receivables [Member] | Customer Concentration Risk [Member] | Customer F [Member] | |||
Concentration risk, Percentage | 15.80% | 12.70% | |
Trade Receivables [Member] | Customer Concentration Risk [Member] | Customer H [Member] | |||
Concentration risk, Percentage | 21.00% | 13.50% | |
Trade Receivables [Member] | Customer Concentration Risk [Member] | Customer G [Member] | |||
Concentration risk, Percentage | 12.50% |
Significant Accounting Polici_7
Significant Accounting Policies (Parenthetical) (Details 1) | 3 Months Ended |
Mar. 31, 2021 | |
Revenues [Member] | |
Concentration risk, Percentage | 10.00% |
Trade Receivables [Member] | |
Concentration risk, Percentage | 10.00% |
Prepaids and Other Current As_3
Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid insurance | $ 10,945 | $ 3,162 |
Recoverable costs from insurance | 4,635 | |
Income tax receivable | 1,567 | 1,567 |
Other current assets | 1,536 | 1,343 |
Total prepaid expenses and other current assets | $ 14,048 | $ 10,707 |
Prepaids and Other Current As_4
Prepaids and Other Current Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Prepaid Expense And Other Assets Current [Abstract] | ||
Insurance premiums paid for renewal | $ 10,100 | |
Recoverable costs from insurance | $ 4,635 | |
Recoverable costs from insurance collected | $ 4,600 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 14,190 | $ 14,190 |
Accumulated Amortization | 965 | 724 |
Net Book Value | $ 13,225 | $ 13,466 |
Trademarks [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (in years) | 10 years | 10 years |
Gross Carrying Value | $ 1,415 | $ 1,415 |
Accumulated Amortization | 208 | 156 |
Net Book Value | $ 1,207 | $ 1,259 |
Patents [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (in years) | 20 years | 20 years |
Gross Carrying Value | $ 12,775 | $ 12,775 |
Accumulated Amortization | 757 | 568 |
Net Book Value | $ 12,018 | $ 12,207 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 0.2 | $ 0.4 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2021 | $ 725 | |
2022 | 966 | |
2023 | 966 | |
2024 | 966 | |
2025 | 966 | |
Thereafter | 8,636 | |
Net Book Value | $ 13,225 | $ 13,466 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 285,753 | $ 279,440 |
Less: Accumulated depreciation and amortization | (52,251) | (44,108) |
Property and equipment, net | 233,502 | 235,332 |
Fracturing Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 267,690 | 263,869 |
Fracturing Equipment [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life (in years) | 1 year 6 months | |
Fracturing Equipment [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life (in years) | 25 years | |
Light Duty Vehicles [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 3,491 | 2,483 |
Estimated Useful Life (in years) | 5 years | |
Furniture and fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 67 | 67 |
Estimated Useful Life (in years) | 5 years | |
IT Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,723 | 1,676 |
Estimated Useful Life (in years) | 3 years | |
Auxiliary Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 12,495 | 11,058 |
Auxiliary Equipment [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life (in years) | 2 years | |
Auxiliary Equipment [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life (in years) | 20 years | |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 287 | $ 287 |
Estimated Useful Life | Term of lease |
Property and Equipment, Net - (
Property and Equipment, Net - (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization | $ 11,106 | $ 32,008 |
Property and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization | $ 10,900 | $ 31,600 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Accrued payroll and benefits | $ 6,034 | $ 7,208 |
Accrued taxes | 3,075 | 5,380 |
Accrued interest | 506 | 317 |
Other current liabilities | 2,374 | 1,876 |
Accrued expenses and other current liabilities | $ 11,989 | $ 14,781 |
Warrant Liabilities (Details Na
Warrant Liabilities (Details Narrative) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | |
Warrants outstanding | 19,167,417 |
Private Placement Warrant [Member] | |
Class Of Warrant Or Right [Line Items] | |
Exercise price per half share | $ / shares | $ 5.75 |
Exercise price per full share equivalent | $ / shares | 11.50 |
Private Placement Warrant [Member] | Measurement Input Share Price [Member] | |
Class Of Warrant Or Right [Line Items] | |
Stock price | $ / shares | $ 1.04 |
Private Placement Warrant [Member] | Measurement Input, Expected Remaining Life [Member] | |
Class Of Warrant Or Right [Line Items] | |
Expected remaining life | 2 years 7 months 9 days |
Private Placement Warrant [Member] | Measurement Input, Price Volatility [Member] | |
Class Of Warrant Or Right [Line Items] | |
Alternative investment, measurement input | 142.8 |
Private Placement Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Class Of Warrant Or Right [Line Items] | |
Alternative investment, measurement input | 0.3 |
Private Placement Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Class Of Warrant Or Right [Line Items] | |
Alternative investment, measurement input | 0 |
Series A Warrants [Member] | |
Class Of Warrant Or Right [Line Items] | |
Exercise price per full share equivalent | $ / shares | $ 7.66 |
Series A Warrants [Member] | Measurement Input, Expected Remaining Life [Member] | |
Class Of Warrant Or Right [Line Items] | |
Expected remaining life | 4 years 8 months 12 days |
Series A Warrants [Member] | Measurement Input, Price Volatility [Member] | |
Class Of Warrant Or Right [Line Items] | |
Alternative investment, measurement input | 142.8 |
Series A Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Class Of Warrant Or Right [Line Items] | |
Alternative investment, measurement input | 0.8 |
Series A Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Class Of Warrant Or Right [Line Items] | |
Alternative investment, measurement input | 0 |
Common Class A [Member] | |
Class Of Warrant Or Right [Line Items] | |
Warrants issued to purchase stock | 9,583,709 |
Purchasers [Member] | Common Class A [Member] | Private Placement Warrant [Member] | |
Class Of Warrant Or Right [Line Items] | |
Warrants outstanding | 5,288,885 |
Purchasers [Member] | Series A Convertible Redeemable Preferred Stock [Member] | Private Placement Warrant [Member] | |
Class Of Warrant Or Right [Line Items] | |
Warrants outstanding | 5,288,885 |
Warrants issued to purchase stock | 5,288,885 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | $ 8,775 | $ 1,619 |
Public Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 1,799 | 254 |
Private Placement Warrant [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 1,825 | 248 |
Series A Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 5,151 | 1,117 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 1,799 | 254 |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 1,799 | 254 |
Other Observable Inputs (Level 2) [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 6,976 | 1,365 |
Other Observable Inputs (Level 2) [Member] | Private Placement Warrant [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 1,825 | 248 |
Other Observable Inputs (Level 2) [Member] | Series A Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | $ 5,151 | $ 1,117 |
Warrant Liabilities (Details 1)
Warrant Liabilities (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Warrants And Rights Note Disclosure [Abstract] | ||
Balance at beginning of period | $ 1,619 | $ 8,147 |
Change in fair value of warrant liabilities | 7,151 | (6,553) |
Amortization of warrant issuance costs | 5 | 5 |
Balance at end of period | $ 8,775 | $ 1,599 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - Premium Finance Agreement [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Short Term Debt [Line Items] | |
Short term debt, term | the Company entered into various insurance premium finance agreements amounting to $9.1 million, payable in equal monthly installments at a weighted average interest rate of 5.4%. These premium finance agreements are due within one year and are recorded as notes payable under current liabilities in the condensed consolidated balance sheets. |
Aggregate amount of premiums financed | $ 9.1 |
Insurance premium interest rate | 5.40% |
Insurance premium payment term | payable in equal monthly installments |
insurance premium maturity period | 1 year |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Capital leases | $ 879 | $ 229 |
Total debt principal balance | 328,765 | 315,051 |
Unamortized discount on debt and debt issuance costs | (12,381) | (17,576) |
Current maturities | (13,782) | (13,573) |
Net Long-term debt | 302,602 | 283,902 |
Senior Secured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Credit Facility | 245,000 | 246,250 |
ABL Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit Facility | 35,884 | 23,710 |
PPP Loan [Member] | ||
Debt Instrument [Line Items] | ||
Credit Facility | 10,000 | 10,000 |
USDA Loan [Member] | ||
Debt Instrument [Line Items] | ||
Credit Facility | 25,000 | 21,996 |
Equipment Financing [Member] | ||
Debt Instrument [Line Items] | ||
Credit Facility | $ 12,002 | $ 12,866 |
Debt (Details Narrative)
Debt (Details Narrative) - ABL Credit Facility [Member] | Mar. 31, 2021USD ($) |
Debt Instrument [Line Items] | |
Line of credit facility, maximum borrowing capacity | $ 50,000,000 |
Outstanding revolver loan | $ 35,900,000 |
Debt - (Details Narrative 1)
Debt - (Details Narrative 1) - USD ($) | Dec. 12, 2020 | Jan. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Nov. 30, 2020 |
Debt Instrument [Line Items] | ||||||
Proceeds from revolving credit facility | $ 21,174,000 | $ 9,476,000 | ||||
USDA Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | |||||
Line of credit facility, interest rate | 5.75% | |||||
Line of credit facility, interest rate description | Interest payments are due monthly at the interest rate of 5.75% per annum beginning on December 12, 2020 but principal payments are not required until December 12, 2023. | |||||
Proceeds from revolving credit facility | $ 3,000,000 | $ 22,000,000 |
Debt (Details 1)
Debt (Details 1) $ in Thousands | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2021 | $ 11,572 |
2022 | 10,186 |
2023 | 9,408 |
2024 | 9,940 |
2025 | 269,081 |
Thereafter | 18,578 |
Principal Amount of Long-term Debt | $ 328,765 |
Mezzanine Equity (Details Narra
Mezzanine Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Series A Convertible Redeemable Preferred Stock Converted to Class A Common Stock [Member] | |||
Temporary Equity [Line Items] | |||
Number of shares issued upon conversion | 9,329,921 | ||
Series B Convertible Redeemable Preferred Stock Converted to Class A Common Stock [Member] | |||
Temporary Equity [Line Items] | |||
Number of shares issued upon conversion | 77,965,385 | ||
Series A Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Mezzanine Equity, par value | $ 0.0001 | ||
Number of shares outstanding | 50,000 | 50,000 | |
Dividends accrued on preferred stock | $ 12,200 | ||
Series A Redeemable Convertible Preferred Stock [Member] | Purchasers [Member] | |||
Temporary Equity [Line Items] | |||
Number of additional warrants issued to the purchasers | 444,444 | ||
Series B Convertible Redeemable Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Mezzanine Equity, par value | $ 0.0001 | $ 0.0001 | |
Number of shares outstanding | 21,288 | 22,050 | |
Dividends accrued on preferred stock | $ 711 | ||
Conversion of Series B preferred stock to Class A common stock, shares | 762 | 762 | |
Conversion of Series B preferred stock to Class A common stock, reduction in carrying value | $ 800 | $ (797) | |
Dividends accrued on preferred stock | $ 2,800 | ||
Common Class A [Member] | |||
Temporary Equity [Line Items] | |||
Number of Class A common stock converted from accrued dividends | 2,745,778 | 2,745,778 |
Mezzanine Equity (Details)
Mezzanine Equity (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Feb. 28, 2021 | Mar. 31, 2021 | |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Preferred stock as of December 31, 2020, shares | 50,000 | |
Preferred stock as of December 31, 2020 | $ 50,975 | |
Deemed and imputed dividends on Series A preferred stock | 464 | |
Accrued preferred stock dividends | $ 1,813 | |
Preferred stock as of March 31, 2021, shares | 50,000 | |
Preferred stock as of March 31, 2021 | $ 53,252 | |
Series B Convertible Redeemable Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Preferred stock as of December 31, 2020, shares | 22,050 | |
Preferred stock as of December 31, 2020 | $ 22,686 | |
Conversion of Series B preferred stock to Class A common stock, shares | (762) | (762) |
Conversion of Series B preferred stock to Class A common stock | $ 800 | $ (797) |
Accrued preferred stock dividends | $ 711 | |
Preferred stock as of March 31, 2021, shares | 21,288 | |
Preferred stock as of March 31, 2021 | $ 22,600 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Mar. 19, 2021 | Jun. 26, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||||
Preferred stock, authorized | 10,000,000 | |||||
Common Class A [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, authorized | 400,000,000 | 400,000,000 | ||||
Common stock, issued | 90,068,356 | 72,515,342 | ||||
Common stock, outstanding | 90,068,356 | 72,515,342 | 62,355,657 | 62,857,624 | ||
Conversion of Class B common stock to Class A common stock (in shares) | 2,302,936 | |||||
Common Class A [Member] | ATM Agreement [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Shares issued | 12,624,657 | |||||
Net proceeds | $10.7 | |||||
Payments for commission | $0.3 | |||||
Common Class A [Member] | ATM Agreement [Member] | Piper Sandler & Co. [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common Stock, Shares Authorized | $ 10,300,000 | |||||
Common stock, additional shares authorized | $ 39,700,000 | |||||
Common Class A [Member] | ATM Agreement [Member] | Piper Sandler & Co. [Member] | Maximum [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Sale of common stock commission on gross sale price | 3.00% | |||||
Common Class A [Member] | Stock Price Equaled or Exceeded 12.00 [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares outstanding subject to cancellation | 1,000,000 | |||||
Closing price per share | $ 12 | |||||
Common stock maximum trading period | 30 days | |||||
Common Class A [Member] | Stock Price 13.50 [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares outstanding subject to cancellation | 609,677 | |||||
Closing price per share | $ 13.50 | |||||
Common Class B [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, authorized | 20,000,000 | 20,000,000 | ||||
Common stock, issued | 0 | 2,302,936 | ||||
Common stock, outstanding | 0 | 2,302,936 | 5,500,692 | 5,500,692 | ||
Common stock, voting rights | one | |||||
Conversion of Class B common stock to Class A common stock (in shares) | (2,302,936) |
Earnings (Loss) Per Share - (De
Earnings (Loss) Per Share - (Details Narrative) - shares | Nov. 09, 2024 | Mar. 31, 2021 | Mar. 31, 2020 |
Earnings Per Share Basic [Line Items] | |||
Basic and diluted net income (loss) per share excludes the income (loss) attributable and shares associated to cancellation | 1,609,677 | 1,609,677 | |
Class A Common Stock [Member] | Scenario, Forecast [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Basic and diluted net income (loss) per share excludes the income (loss) attributable and shares associated to cancellation | 1,609,677 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Basic Net Income (Loss) Per Share | ||
Net loss attributable to U.S. Well Services, Inc. | $ (20,566) | $ (165,818) |
Net loss attributable to cancellable Class A common stock | 411 | 4,432 |
Basic net loss attributable to U.S. Well Services, Inc. shareholders | (20,155) | (161,386) |
Deemed and imputed dividends on Series A preferred stock | (464) | (6,972) |
Basic net loss attributable to U.S. Well Services, Inc. Class A common shareholders | $ (27,311) | $ (170,109) |
Weighted average shares outstanding | 80,586,777 | 60,229,277 |
Cancellable Class A common stock | (1,609,677) | (1,609,677) |
Basic and diluted weighted average shares outstanding | 78,977,100 | 58,619,600 |
Basic and diluted net income (loss) per share attributable to Class A common shareholders | $ (0.35) | $ (2.90) |
Series A Convertible Redeemable Preferred Stock [Member] | ||
Basic Net Income (Loss) Per Share | ||
Dividends accrued on preferred stock | $ (1,813) | $ (1,751) |
Deemed and imputed dividends on Series A preferred stock | (464) | $ (6,972) |
Series B Convertible Redeemable Preferred Stock [Member] | ||
Basic Net Income (Loss) Per Share | ||
Dividends accrued on preferred stock | (711) | |
Deemed and imputed dividends on Series A preferred stock | $ (4,168) |
Earnings (Loss) Per Share (De_2
Earnings (Loss) Per Share (Details1) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded as anti-dilutive | 123,160,998 | 33,396,522 |
Anti-dilutive Stock Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded as anti-dilutive | 877,266 | 924,990 |
Anti-dilutive Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded as anti-dilutive | 14,872,594 | 16,169,539 |
Anti-dilutive Restricted Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded as anti-dilutive | 1,079,249 | 1,685,686 |
Anti-dilutive Deferred Stock Units [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded as anti-dilutive | 8,911,858 | |
Anti-dilutive Pool B Awards [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded as anti-dilutive | 10,124,725 | |
Anti-dilutive Class B Common Stock Convertible into Class A Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded as anti-dilutive | 5,500,692 | |
Anti-dilutive Series A Preferred Stock Convertible into Class A Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded as anti-dilutive | 9,329,921 | 9,115,615 |
Anti-dilutive Series B Preferred Stock Convertible into Class A Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded as anti-dilutive | 77,965,385 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 1,651 | $ 2,078 |
Restricted Stock [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 825 | 1,824 |
Stock Options [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 214 | $ 254 |
DSUs [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 246 | |
Pool A awards [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 86 | |
Pool B Awards [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 280 |
Share-Based Compensation (Paren
Share-Based Compensation (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 1,651 | $ 2,078 |
Cost of Services [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 198 | 918 |
Selling, General and Administrative Expenses [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 1,453 | $ 1,160 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details 1) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested shares, Beginning balance | shares | 1,449,287 |
Unvested shares, Vested | shares | (353,378) |
Unvested shares, Forfeited | shares | (16,660) |
Unvested shares, Ending balance | shares | 1,079,249 |
Weighted-average grant-date fair value per share at beginning of period | $ / shares | $ 8.85 |
Weighted-average grant-date fair value per share, Vested | $ / shares | 8.91 |
Weighted-average grant-date fair value per share, Forfeited | $ / shares | 8.91 |
Weighted-average grant-date fair value per share at end of period | $ / shares | $ 8.83 |
Share-Based Compensation (Det_3
Share-Based Compensation (Details Narrative) - USD ($) | Jan. 01, 2021 | Mar. 31, 2021 |
Restricted Stock [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation to be recognized | $ 6,400,000 | |
Period for recognition of unrecognized compensation cost | 1 year 10 months 28 days | |
Stock Options [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation to be recognized | $ 1,700,000 | |
Period for recognition of unrecognized compensation cost | 2 years | |
Anti-dilutive Deferred Stock Units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Period for recognition of unrecognized compensation cost | 1 year 9 months | |
Stock-based compensation to be recognized | $ 1,700,000 | |
Pool A Performance Award [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value of award liability | 2,414 | |
Additional compensation cost | $ 100,000 | |
Pool B Performance Award [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Period for recognition of unrecognized compensation cost | 1 year 9 months | |
Stock-based compensation to be recognized | $ 2,000,000 | |
Ratio of fair value of award vested | one-third | |
Fair value of award vested | $ 1,100,000 | |
Fair value of award unvested | $ 2,200,000 |
Share-Based Compensation (Det_4
Share-Based Compensation (Details 2) - Stock Options [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares, Beginning balance | 877,266 | |
Number of shares, Ending balance | 877,266 | 877,266 |
Number of shares, Exercisable | 438,633 | |
Weighted average exercise price, Beginning of period | $ 8.91 | |
Weighted average exercise price, Ending of period | 8.91 | $ 8.91 |
Weighted average exercise price, Exercisable | $ 8.91 | |
Weighted average remaining contractual term | 4 years 11 months 15 days | 5 years 2 months 15 days |
Weighted average remaining contractual term, Exercisable | 4 years 11 months 15 days |
Share-Based Compensation (Det_5
Share-Based Compensation (Details 3) - Anti-dilutive Deferred Stock Units [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested shares, Beginning balance | shares | 8,911,858 |
Unvested shares, Vested | shares | (2,970,619) |
Unvested shares, Ending balance | shares | 5,941,239 |
Weighted-average grant-date fair value per share at beginning of period | $ / shares | $ 0.33 |
Weighted-average grant-date fair value per share, Vested | $ / shares | 0.33 |
Weighted-average grant-date fair value per share at end of period | $ / shares | $ 0.33 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Mar. 27, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Income Taxes [Line Items] | |||
Effective tax rate on continuing operations | 0.00% | ||
Uncertain tax positions | $ 0 | $ 0 | |
CARES Act [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss, amount claim for refund | $ 800,000 | ||
Net operating loss carryback description | The CARES Act contains several corporate income tax provisions, including, among other things, providing a 5-year carryback of net operating loss (“NOL”) tax carryforwards generated in tax years 2018, 2019, and 2020, removing the 80% taxable income limitation on utilization of those NOLs if carried back to prior tax years or utilized in tax years beginning before 2021, temporarily liberalizing the interest deductions rules under Section 163(j) of the Tax Cuts and Jobs Act of 2017, and making corporate alternative minimum tax credits immediately refundable. | ||
Net operating loss carryforwards, percentage of taxable income limitation removed | 80.00% | ||
Net operating loss tax carryforwards, carryback period | 5 years |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | |||
Contracted volumes | $ 12 | ||
Purchase Obligation | 10 | ||
Rent expense | 0.3 | $ 0.7 | |
Future minimum lease payment related to capital leases due | 0.9 | ||
Future minimum lease payment related to capital leases due in the remainder of 2021 | 0.2 | ||
Future minimum lease payment related to capital leases due in the year 2022 | 0.2 | ||
Future minimum lease payment related to capital leases due in the year 2023 | 0.2 | ||
Future minimum lease payment related to capital leases due in the year 2024 | 0.2 | ||
Future minimum lease payment related to capital leases due in the year 2025 | 0.1 | ||
Estimated claims incurred, but not reported | 0.5 | $ 0.2 | |
Cost of Services [Member] | |||
Loss Contingencies [Line Items] | |||
Rent expense | 0.2 | 0.5 | |
Selling, General and Administrative Expenses [Member] | |||
Loss Contingencies [Line Items] | |||
Rent expense | $ 0.1 | $ 0.2 | |
Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Term of operating leases for facilities | 24 months | ||
Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Term of operating leases for facilities | 76 months | ||
Pending Litigation [Member] | |||
Loss Contingencies [Line Items] | |||
Damage claims | $ 54 |
Commitments and Contingencies -
Commitments and Contingencies - (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remainder of 2021 | $ 772 |
2022 | 828 |
2023 | 308 |
2024 | 258 |
2025 | 67 |
Total minimum future rentals | $ 2,233 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | Apr. 26, 2021 | Apr. 23, 2021 | Mar. 31, 2021 |
Subsequent Event [Line Items] | |||
Accounts receivable wrote off | $ 12 | ||
Claim Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Business combination, consideration transferred | $ 14.5 | ||
Business combination, consideration amount received | $ 2.5 | ||
Accounts receivable wrote off | $ 12 |