Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 30, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
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 | 93,377,516 | |
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 | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 57,544 | $ 3,693 |
Restricted cash | 519 | 1,569 |
Accounts receivable (net of allowance for doubtful accounts of $0 and $12,000 as of June 30, 2021 and December 31, 2020, respectively) | 54,890 | 44,393 |
Inventory, net | 7,531 | 7,965 |
Assets held for sale | 14,744 | |
Prepaids and other current assets | 12,400 | 10,707 |
Total current assets | 147,628 | 68,327 |
Property and equipment, net | 213,301 | 235,332 |
Intangible assets, net | 12,983 | 13,466 |
Goodwill | 4,971 | 4,971 |
Deferred financing costs, net | 747 | 1,127 |
TOTAL ASSETS | 379,630 | 323,223 |
Current liabilities: | ||
Accounts payable | 35,353 | 36,362 |
Accrued expenses and other current liabilities | 12,210 | 14,781 |
Notes payable | 6,440 | 998 |
Current portion of long-term debt | 12,000 | 10,000 |
Current portion of equipment financing | 3,611 | 3,519 |
Current portion of capital lease obligations | 325 | 54 |
Total current liabilities | 69,939 | 65,714 |
Warrant liabilities | 8,914 | 1,619 |
Long-term debt | 281,052 | 274,555 |
Convertible senior notes | 85,677 | |
Long-term equipment financing | 7,517 | 9,347 |
Long-term capital lease obligations | 909 | |
Other long-term liabilities | 4,006 | 3,539 |
Total liabilities | 458,014 | 354,774 |
Commitments and contingencies (NOTE 17) | ||
Stockholders' deficit: | ||
Additional paid in capital | 237,359 | 217,212 |
Accumulated deficit | (360,713) | (322,431) |
Total Stockholders' deficit | (123,345) | (105,212) |
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT | 379,630 | 323,223 |
Series A Convertible Redeemable Preferred Stock [Member] | ||
Mezzanine equity: | ||
Redeemable Convertible Preferred Stock | 21,820 | 50,975 |
Series B Convertible Redeemable Preferred Stock [Member] | ||
Mezzanine equity: | ||
Redeemable Convertible Preferred Stock | 23,141 | 22,686 |
Common Class A [Member] | ||
Stockholders' deficit: | ||
Common stock | $ 9 | $ 7 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 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 | 19,610 | 50,000 |
Mezzanine Equity, outstanding | 19,610 | 50,000 |
Mezzanine Equity, liquidation preference | $ 25,228 | $ 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 | 93,377,516 | 72,515,342 |
Common stock, outstanding | 93,377,516 | 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 | 21,038 | 22,050 |
Mezzanine Equity, outstanding | 21,038 | 22,050 |
Mezzanine Equity, liquidation preference | $ 24,490 | $ 24,100 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 78,799 | $ 39,837 | $ 155,057 | $ 151,872 |
Costs and expenses: | ||||
Cost of services (excluding depreciation and amortization) | 59,252 | 29,011 | 121,883 | 114,165 |
Depreciation and amortization | 9,836 | 17,358 | 20,942 | 49,366 |
Selling, general and administrative expenses | 7,214 | 5,220 | 14,604 | 24,277 |
Impairment of long-lived assets | 147,543 | |||
Litigation settlement | 35,000 | 35,000 | ||
Loss (gain) on disposal of assets | (545) | 853 | 1,891 | 5,097 |
Loss from operations | (31,958) | (12,605) | (39,263) | (188,576) |
Interest expense, net | (7,333) | (5,665) | (13,516) | (13,621) |
Change in fair value of warrant liabilities | (136) | (1,364) | (7,287) | 5,189 |
Patent license sales | 22,500 | 22,500 | ||
Loss on extinguishment of debt | (839) | (839) | ||
Other income | 23 | 45 | 52 | 51 |
Loss before income taxes | (17,743) | (19,589) | (38,353) | (196,957) |
Income tax expense (benefit) | (27) | 13 | (27) | (737) |
Net loss | (17,716) | (19,602) | (38,326) | (196,220) |
Net loss attributable to noncontrolling interest | (97) | (44) | (10,897) | |
Net loss attributable to U.S. Well Services, Inc. | (17,716) | (19,505) | (38,282) | (185,323) |
Dividends accrued on Series A preferred stock | (1,998) | (1,845) | (3,811) | (3,596) |
Dividends accrued on Series B preferred stock | (811) | (666) | (1,522) | (666) |
Deemed and imputed dividends on Series A preferred stock | (286) | (5,142) | (750) | (12,114) |
Deemed dividends on Series B preferred stock | (1,501) | (5,669) | ||
Exchange of Series A preferred stock for convertible senior notes | 8,936 | 8,936 | ||
Net loss attributable to U.S. Well Services, Inc. common stockholders | $ (13,376) | $ (27,158) | $ (41,098) | $ (201,699) |
Loss per common share (See Note 14): | ||||
Basic and diluted | $ (0.15) | $ (0.41) | $ (0.48) | $ (3.19) |
Weighted average common shares outstanding: | ||||
Basic and diluted | 88,593,272 | 65,010,942 | 83,810,258 | 61,815,271 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (38,326) | $ (196,220) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||
Depreciation and amortization | 20,942 | 49,366 |
Change in fair value of warrant liabilities | 7,287 | (5,189) |
Impairment of long-lived assets | 147,543 | |
Provision for losses on accounts receivable | 9 | 9,031 |
Provision for losses on inventory obsolescence | 1,398 | 448 |
Loss on disposal of assets | 1,891 | 5,097 |
Convertible senior notes converted into sales of patent licenses | (22,500) | |
Amortization of debt discount, premium and issuance costs | 3,606 | 1,883 |
Paid-in-kind interest on convertible senior notes | 258 | |
Loss on extinguishment of debt | 839 | |
Share-based compensation expense | 3,661 | 3,481 |
Changes in assets and liabilities: | ||
Accounts receivable | (10,506) | 32,053 |
Inventory | (964) | 826 |
Prepaids and other current assets | (7,708) | 3,743 |
Accounts payable | 6,427 | (8,332) |
Accrued liabilities | (2,641) | (7,902) |
Accrued interest | 7,956 | (14,315) |
Net cash provided by (used in) operating activities | (28,371) | 21,513 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (24,841) | (40,756) |
Proceeds from sale of property and equipment and insurance proceeds from damaged property and equipment | 8,553 | 15,036 |
Net cash used in investing activities | (16,288) | (25,720) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from revolving credit facility | 24,722 | 11,250 |
Repayments of revolving credit facility | (14,750) | (33,381) |
Proceeds from issuance of long-term debt | 3,004 | |
Repayments of long-term debt | (12,563) | (2,500) |
Payment of fees related to debt extinguishment | (41) | |
Proceeds from issuance of convertible senior notes | 86,500 | |
Proceeds from issuance of notes payable | 9,139 | |
Repayments of notes payable | (3,697) | (4,109) |
Repayments of amounts under equipment financing | (1,738) | (1,513) |
Principal payments under capital lease obligations | (109) | (2,816) |
Proceeds from issuance of common stock, net | 13,562 | 19,875 |
Deferred financing costs | (6,569) | (20,061) |
Net cash provided by (used in) financing activities | 97,460 | (33,255) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 52,801 | (37,462) |
Cash and cash equivalents and restricted cash, beginning of period | 5,262 | 41,404 |
Cash and cash equivalents and restricted cash, end of period | 58,063 | 3,942 |
Supplemental cash flow disclosure: | ||
Interest paid | 1,276 | 25,492 |
Non-cash investing and financing activities: | ||
Exchange of Series A preferred stock for convertible senior notes | 24,780 | |
Conversion of Series B preferred stock to Class A common stock | 1,067 | |
Deemed and imputed dividends on preferred stock | 750 | 12,114 |
Changes in accrued and unpaid capital expenditures | 7,543 | 13,790 |
Assets under capital lease obligations | 1,113 | |
Common Class A [Member] | ||
Non-cash investing and financing activities: | ||
Issuance of stock to senior secured term loan lenders | 1,438 | |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Non-cash investing and financing activities: | ||
Issuance of stock to senior secured term loan lenders | 1,050 | |
Deemed and imputed dividends on preferred stock | 5,669 | |
Dividends accrued on preferred stock | 1,522 | 666 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Non-cash investing and financing activities: | ||
Deemed and imputed dividends on preferred stock | 750 | 12,114 |
Dividends accrued on preferred stock | $ 3,811 | $ 3,596 |
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 | ||||
Class A common stock issuance | 1,438 | 1,437 | $ 1 | |||
Class A common stock issuance (in shares) | 5,529,622 | |||||
Conversion of Class B common stock to Class A common stock (in shares) | 485,795 | (485,795) | ||||
Conversion of Class B common stock to Class A common stock | $ 1 | $ (1) | ||||
Share-based compensation | 3,482 | 3,218 | 264 | |||
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) | (357,575) | |||||
Deemed and imputed dividends on Series A preferred stock | (12,114) | (12,114) | ||||
Accrued Series A preferred stock dividends | (3,596) | (3,596) | ||||
Accrued Series B preferred stock dividends | (666) | (666) | ||||
Net loss | (196,220) | (185,323) | (10,897) | |||
Balance at Jun. 30, 2020 | (64,816) | 213,591 | (278,414) | $ 7 | ||
Balance (in shares) at Jun. 30, 2020 | 68,361,213 | 5,014,897 | ||||
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 | ||||
Class A common stock issuance | 1,438 | 1,437 | $ 1 | |||
Class A common stock issuance (in shares) | 5,529,622 | |||||
Conversion of Class B common stock to Class A common stock (in shares) | 485,795 | (485,795) | ||||
Conversion of Class B common stock to Class A common stock | $ 1 | $ (1) | ||||
Share-based compensation | 1,404 | 1,307 | 97 | |||
Restricted stock forfeitures (in shares) | (9,861) | |||||
Deemed and imputed dividends on Series A preferred stock | (5,142) | (5,142) | ||||
Accrued Series A preferred stock dividends | (1,845) | (1,845) | ||||
Accrued Series B preferred stock dividends | (666) | (666) | ||||
Net loss | (19,602) | (19,505) | (97) | |||
Balance at Jun. 30, 2020 | (64,816) | 213,591 | (278,414) | $ 7 | ||
Balance (in shares) at Jun. 30, 2020 | 68,361,213 | 5,014,897 | ||||
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 | 13,242 | 13,241 | $ 1 | |||
Class A common stock issuance (in shares) | 15,006,317 | |||||
Conversion of Series B preferred stock to Class A common stock | 1,068 | 1,067 | $ 1 | |||
Conversion of Series B preferred stock to Class A common stock (in shares) | 3,673,278 | |||||
Conversion of Class B common stock to Class A common stock (in shares) | 2,302,936 | (2,302,936) | ||||
Exchange of Series A preferred stock for convertible senior notes | 8,936 | 8,936 | ||||
Share-based compensation | 3,180 | 3,136 | 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 | (750) | (750) | ||||
Accrued Series A preferred stock dividends | (3,811) | (3,811) | ||||
Accrued Series B preferred stock dividends | (1,522) | (1,522) | ||||
Net loss | (38,326) | (38,282) | $ (44) | |||
Balance at Jun. 30, 2021 | (123,345) | 237,359 | (360,713) | $ 9 | ||
Balance (in shares) at Jun. 30, 2021 | 93,377,516 | 0 | ||||
Balance at Mar. 31, 2021 | (116,248) | 226,740 | (342,997) | $ 9 | ||
Balance (in shares) at Mar. 31, 2021 | 90,068,356 | 0 | ||||
Class A common stock issuance | 2,891 | 2,891 | ||||
Class A common stock issuance (in shares) | 2,381,660 | |||||
Conversion of Series B preferred stock to Class A common stock | 270 | 270 | ||||
Conversion of Series B preferred stock to Class A common stock (in shares) | 927,500 | |||||
Exchange of Series A preferred stock for convertible senior notes | 8,936 | 8,936 | ||||
Share-based compensation | 1,617 | 1,617 | ||||
Deemed and imputed dividends on Series A preferred stock | (286) | (286) | ||||
Accrued Series A preferred stock dividends | (1,998) | (1,998) | ||||
Accrued Series B preferred stock dividends | (811) | (811) | ||||
Net loss | (17,716) | (17,716) | ||||
Balance at Jun. 30, 2021 | $ (123,345) | $ 237,359 | $ (360,713) | $ 9 | ||
Balance (in shares) at Jun. 30, 2021 | 93,377,516 | 0 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 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 ® In May 2021, the Company announced its commitment to becoming an all-electric hydraulic fracturing service provider and that it expects to fully exit the diesel frac market by the end of 2021. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 June 30, 2021 and December 31, 2020, and for the three and six months ended June 30, 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 and six months ended June 30, 2021 are not necessarily indicative of the results of operations expected for the entire fiscal year ended December 31, 2021. 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 long-lived assets, impairment assessments of goodwill and other long-lived assets, estimates of fair value of warrant liabilities, term loan, and convertible senior notes, and the valuation of 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 of $513 and $6, respectively, as of June 30, 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 and restricted cash reported on the condensed consolidated balance sheets that sum to the total of the same amounts shown on the condensed consolidated statements of cash flows: June 30, 2021 2020 Cash and cash equivalents $ 57,544 $ 3,423 Restricted cash 519 519 Cash and cash equivalents and restricted cash $ 58,063 $ 3,942 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. During the three months ended June 30, 2021, the Company recorded a write-down of $1.4 million related to obsolete inventory parts. As of June 30, 2021 and December 31, 2020, the Company had established inventory reserves of $0.2 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 was less than one year, which resulted in our determination that costs associated with the replacement of these components would 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. Assets Held for Sale Assets that are classified as held for sale are measured at the lower of their carrying amount or fair value less expected selling costs (“estimated selling price”) with a loss recognized to the extent that the carrying amount exceeds the estimated selling price. The classification is applicable at the date upon which the sale of assets is probable and the assets are available for immediate sale in their present condition. Upon determining that an asset meets the criteria to be classified as held for sale, the Company ceases depreciation and reports the assets, if material, in assets held for sale in its condensed consolidated balance sheets. When the net carryin g value of an asset designated as held for sale exceeds its estimated fair value, which we estimate based on the estimated selling price , we recognize the difference as an impairment charge. When an impairment charge is recorded, s ubsequent changes to the estimated selling price of assets held for sale are recorded as gains or losses to the condensed consolidated statements of operations wherein the recognition of subsequent gains is limited to the cumulative loss previously recognized. During the six months ended June 30, 2021, the Company recorded no impairment charges on its held for sale assets. 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. Convertible Notes and Convertible Preferred Stock When the Company issues convertible notes or convertible preferred stock, it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480 and second whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible note instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of an “embedded derivative” in ASC 815-15. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the condensed consolidated balance sheet at fair value, with any changes in its fair value recognized in the condensed consolidated statements of operations. If a conversion feature does not meet the conditions to be separated and accounted for as an embedded derivative liability, the Company then determines whether the conversion feature is “beneficial”. A conversion feature would be considered beneficial if the conversion feature is “in the money” when the host instrument is issued or, under certain circumstances, at a later time . The beneficial conversion feature (“BCF”) for convertible instruments is recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The intrinsic value is generally calculated at the commitment date as the difference between the conversion price and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. If certain other securities are issued with the convertible security, the proceeds are allocated among the different components. The portion of the proceeds allocated to the convertible security is divided by the contractual number of the conversion shares to determine the effective conversion price, which is used to measure the BCF. The effective conversion price is used to compute the intrinsic value. The value of the BCF is limited to the basis that is initially allocated to the convertible security. If the convertible note contains a BCF, the amount of the proceeds allocated to the BCF reduces the balance of the convertible note, creating a discount which is amortized over the note’s term to interest expense in the condensed When a convertible preferred stock contains a BCF, after allocating the proceeds to the BCF, the resulting discount is either amortized as deemed dividends over the period beginning when the convertible preferred stock is issued up to the earliest date the conversion feature may be exercised, or if the conver sion feature is 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 June 30, 2021 and December 31, 2020: Senior Secured Term Loan . The fair value of the Senior Secured Term Loan is $193.2 million and $198.0 million as of June 30, 2021 and December 31, 2020, respectively, based on the market price quoted from external sources. If the Senior Secured Term Loan was measured at fair value in the financial statements, it would be classified as Level 2 in the fair value hierarchy. 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 June 30, 2021 and December 31, 2020, respectively. Warrants. The Company’s warrants are accounted for as liabilities and measured at fair value. See “Note 8 – Warrant Liabilities” for fair value measurements associated with the Company’s warrants. Convertible Senior Notes . As of June 30, 2021, the fair value of the Convertible Senior Notes is $91.2 million, based on an option pricing framework using a lattice model. If the Convertible Senior Notes were measured at fair value in the financial statements, they would be classified as Level 2 in the fair value hierarchy 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. Patent License Sales. On June 24, 2021, the Company issued a Convertible Senior Note ( See “Note 11 – Convertible Senior Notes”) convertible into a patent license agreement. On June 29, 2021, the holder exercised its right to convert the Convertible Senior Note in full and the Company entered into a Patent L icense Agreement (the “License Agreement”), which provides the licensee a five-year purchase up to 20 licenses to build and operate electric hydraulic fracturing fleets using the Company’s patented Clean Fleet ® Upon entry into the License Agreement, the Company sold three licenses to build and operate three electric frac fleets, each valued at $7.5 million. The sales of the right to use the Company’s Clean Fleet ® is a single performance obligation. The Company recognizes the income associated with the patent license sales at the point in time when the Company satisfies its performance obligation by granting the purchaser the right to use the Clean Fleet ® and transfer of control has occurred. The patent license sales are recognized as other income in our condensed consolidated statement of operations. 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 six months ended June 30, 2021, the Company entered into an Assignment of Claim Agreement (the “Assignment”) with a third-party, whereby the Company transferred to the third-party all right, title, and interest in the Company’s claim in the amount of $14.5 million in connection with a customer’s bankruptcy. The Assignment was for consideration of $2.5 million, which the Company received on April 26, 2021. During the first quarter of 2021, the Company wrote-off the related receivables of $12.0 million, which was the unrealized amount of the claim assigned and was previously reserved for in full as of December 31, 2020. As of June 30, 2021, the Company did not record an allowance for doubtful accounts. 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 tables show the percentage of revenues from our significant customers for the periods indicated: Three Months Ended June 30, 2021 2020 Customer B 12.9% 19.0% Customer C 10.6% 24.1% Customer E 19.6% 26.5% Customer F 17.8% 30.4% Customer H 12.1% * Customer I 11.4% * Six Months Ended June 30, 2021 2020 Customer A * 17.2% Customer B 12.9% 15.2% Customer C 11.6% 16.4% Customer E 18.1% 12.5% Customer F 19.0% 14.6% Customer H 15.2% * An asterisk indicates that revenue is less than ten percent. The following table shows the percentage of trade receivables from our significant customers: June 30, 2021 December 31, 2020 Customer B 12.8% 32.2% Customer C * 17.0% Customer D 10.6% * Customer E 27.3% * Customer F 13.1% 12.7% Customer G * 12.5% Customer H * 13.5% Customer I 16.4% * 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 June 30, 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 | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 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, |
Prepaids and Other Current Asse
Prepaids and Other Current Assets | 6 Months Ended |
Jun. 30, 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: June 30, 2021 December 31, 2020 Prepaid insurance $ 9,519 $ 3,162 Recoverable costs from insurance - 4,635 Income tax receivable 757 1,567 Other current assets 2,124 1,343 Total prepaid expenses and other current assets $ 12,400 $ 10,707 During the six months ended June 30, 2021, the Company prepaid $11.7 million in insurance premiums related to renewals of various insurance policies. The $4.6 million of recoverable costs from insurance, recorded as of December 31, 2020, was collected in full during the first quarter of 2021. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS A summary of intangible assets consisted of the following: Estimated Useful Life (in years) Gross Carrying Value Accumulated Amortization Net Book Value As of June 30, 2021 Trademarks 10 $ 1,415 $ 260 $ 1,155 Patents 20 12,775 947 11,828 $ 14,190 $ 1,207 $ 12,983 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 was $0.3 million and $0.2 million for the three months ended June 30, 2021 and 2020, respectively, and $0.5 million and $0.6 million for the six months ended June 30, 2021 and 2020, respectively, which was included as part of depreciation and amortization in the condensed consolidated statements of operations. As of June 30, 2021, the estimated amortization expense for future periods is as follows: Fiscal Year Estimated Amortization Expense Remainder of 2021 $ 483 2022 966 2023 966 2024 966 2025 966 Thereafter 8,636 Total $ 12,983 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 6 – PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following: Estimated Useful Life (in years) June 30, 2021 December 31, 2020 Fracturing equipment 1.5 to 25 $ 235,095 $ 263,869 Light duty vehicles (1) 5 3,943 2,483 Furniture and fixtures 5 67 67 IT equipment 3 2,306 1,676 Auxiliary equipment 2 to 20 12,686 11,058 Leasehold improvements Term of lease 287 287 254,384 279,440 Less: Accumulated depreciation and amortization (41,083 ) (44,108 ) Property and equipment, net $ 213,301 $ 235,332 (1) As of June 30, 2021 and December 31, 2020, the Company had capitalized $1.5 million and $0.3 million, respectively, related to capital leases and the accumulated depreciation was $127 and $31, respectively. Depreciation and amortization expense related to property and equipment was $9.6 million and $17.4 million for the three months ended June 30, 2021 and 2020, respectively, and $20.5 million and $49.4 million for the six months ended June 30, 2021 and 2020, respectively. The Company recognized a gain of $0.5 million and a loss of $0.9 million from the disposal of assets for the three months ended June 30, 2021 and 2020 for the six months ended June 30, 2021 and 2020 Assets Held for Sale In May 2021, the Company announced its commitment to becoming an all-electric hydraulic fracturing services provider and that it expects to fully exit the diesel frac market by the end of 2021. As a result, the Company has been executing a plan to sell its diesel fracturing equipment. As of June 30, 2021, the Company has classified $14.7 million in net book value of diesel fracturing equipment, that is anticipated to be sold in the next 12 months, as assets held for sale on the condensed consolidated balance sheet. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 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: June 30, 2021 December 31, 2020 Accrued payroll and benefits $ 6,636 $ 7,208 Accrued taxes 3,335 5,380 Accrued interest 638 317 Other current liabilities 1,601 1,876 Accrued expenses and other current liabilities $ 12,210 $ 14,781 |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrant Liabilities | NOTE 8 – WARRANT LIABILITIES Warrants As of June 30, 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. Each public warrant and private placement warrant entitles its holder to purchase one half of one share of Class A common stock at an exercise price of $5.75 per half share ($11.50 for full share equivalent), to be exercised only for a whole number of shares of Class A common stock. The public warrants and private placement warrants expire on November 9, 2023 or earlier upon redemption. During the three and six months ended June 30, 2021, the Company issued 444,444 and 888,888 additional Series A warrants to the purchasers of Series A preferred stock, respectively, in accordance with the Series A preferred stock purchase agreement. As of June 30, 2021, 5,733,329 Series A warrants were outstanding pursuant to the Series A preferred stock purchase agreement, and exercisable for 5,733,329 shares of Class A common stock. The Series A warrants have an exercise price of $7.66 per share and expire on November 25, 2025. 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: Quoted Prices in Active Markets (Level 1) Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total As of June 30, 2021 Public warrants $ 1,809 $ - $ - $ 1,809 Private placement warrants - 1,880 - 1,880 Series A warrants - 5,225 - 5,225 $ 1,809 $ 7,105 $ - $ 8,914 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 Level 2 in the fair value hierarchy and determined using a Monte Carlo simulation model. Series A warrants . The fair value of the Series A warrants are classified as Level 2 in the fair value hierarchy and determined using the Black-Scholes valuation method. The following assumptions were used to calculate the fair value for the private placement warrants and Series A warrants: Private Placement Warrants Series A Warrants As of June 30, 2021 Expected remaining life 2.4 years 4.4 years Volatility rate 153.0% 153.0% Risk-free interest rate 0.3% 0.7% Expected dividend rate 0% 0% As of December 30, 2020 Expected remaining life 2.86 years 4.9 years Volatility rate 115.8% 115.8% Risk-free interest rate 0.2% 0.4% Expected dividend rate 0% 0% |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 9 – NOTES PAYABLE During the six months ended June 30, 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. As of June 30, 2021, the Company had a remaining balance of $6.4 million related to the notes payable. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 10 – DEBT Long-term debt consisted of the following: June 30, 2021 December 31, 2020 Senior Secured Term Loan $ 233,687 $ 246,250 ABL Credit Facility 33,682 23,710 PPP Loan 10,000 10,000 USDA Loan 25,000 21,996 Equipment financing 11,128 12,866 Capital leases 1,234 229 Total debt principal balance 314,731 315,051 Unamortized debt discount and issuance costs (9,317 ) (17,576 ) Current maturities (15,936 ) (13,573 ) Net Long-term debt $ 289,478 $ 283,902 Senior Secured Term Loan On June 24, 2021, the Company, USWS LLC, as the borrower, and all other subsidiaries of the Company entered into a Fifth Amendment (the “Fifth Term Loan Amendment”) to the Senior Secured Term Loan Credit Agreement (as amended, the “Senior Secured Term Loan”) with CLMG Corp., as administrative and collateral agent, and the lenders party thereto. The Senior Secured Term Loan matures on December 5, 2025. Pursuant to the Fifth Term Loan Amendment, the agent and lenders agreed to make certain modifications and amendments to the Senior Secured Term Loan to, among other things, permit the incurrence of debt and liens in connection with the Convertible Senior Notes as described in “Note 11 – Convertible Senior Notes”. Additionally, pursuant to the Fifth Term Loan Amendment, other covenants were amended including, but not limited to, certain covenants relating to collateral, asset dispositions, and special purpose entities used for stand-alone equipment financings. In the Fifth Term Loan Amendment, the Company also agreed to a mandatory prepayment of $7.0 million, which is payable within 30 days of the Fifth Term Loan Amendment as long as certain requirements in the ABL Credit Facility agreement are met. The deferral period for interest on the Senior Secured Term Loan was shortened by three months, to January 1, 2022, in accordance with the Fifth Term Loan Amendment, and the Senior Secured Term Loan will resume incurring interest at that date at the applicable benchmark rate, subject to a 2.0% floor, plus the applicable margin of 8.25% per annum, subject to the following exceptions. If on December 31, 2021, either: • the outstanding principal amount of the Senior Secured Term Loan is equal to or less than $132.0 million but greater than $110.0 million then the interest rate shall be 0.0% per annum from January 1, 2022 through March 31, 2022; and • the outstanding principal amount of the Senior Secured Term Loan is equal to or less than $110.0 million then the interest rate shall be 0.0% per annum from January 1, 2022 through March 31, 2022 and 2.0% per annum from April 1, 2022 through December 31, 2022, provided, that if on April 1, 2022, the outstanding principal amount of the Senior Secured Term Loan is equal to or less than $103.0 million then the interest rate shall be 1.0% per annum from April 1, 2022 through December 31, 2022. Since April 2020, the Company has accounted for the Senior Secured Term Loan as a troubled debt restructuring under ASC 470-60, Troubled Debt Restructurings by Debtors During the six months ended June 30, 2021, the Company made principal payments of $12.6 million, which included prepayments of $7.6 million. The early repayment of debt resulted in a write-off of $798 of unamortized debt discount and issuance costs and prepayment fees of $41, all of which were presented as loss on extinguishment of debt in the condensed consolidated statements of operations. As of June 30, 2021, the outstanding principal balance of the Senior Secured Term Loan was $233.7 million, of which $12.0 million was due within one year from the balance sheet date. ABL Credit Facility On June 24, 2021, the Company, USWS LLC, and all other subsidiaries of the Company entered into a Fourth Amendment (the “Fourth ABL Amendment”) to the ABL Credit Agreement (as amended, the “ABL Credit Facility”) with the lenders party thereto and Bank of America, N.A., as the administrative agent, swing line lender and letter of credit issuer. The ABL Credit Facility matures on April 1, 2025. Pursuant to the Fourth ABL Amendment, the lenders agreed to make certain modifications and amendments to the ABL Credit Facility to, among other things, permit the incurrence of debt and liens in connection with the Convertible Senior Notes. The ABL Credit Facility is subject to a borrowing base which is calculated based on a formula referencing the Company’s eligible accounts receivables. As of June 30, 2021, the borrowing base was $46.3 million and the outstanding revolver loan balance was $33.7 million, classified as long-term debt in the condensed consolidated balance sheets. 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 As of June 30, 2021, the schedule of the repayment requirements of long-term debt is as follows: Principal Amount Fiscal Year of Long-term Debt Remainder of 2021 $ 11,442 2022 9,042 2023 9,517 2024 10,054 2025 256,098 Thereafter 18,578 Total $ 314,731 |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | NOTE 11 – CONVERTIBLE SENIOR NOTES On June 24, 2021, the Company entered into a Note Purchase Agreement (as amended, the “Note Purchase Agreement”). As of June 30, 2021, pursuant to the Note Purchase Agreement, the Company issued $125.5 million in aggregate principal amount of 16.0% Convertible Senior Secured (Third Lien) PIK Notes due June 5, 2026 (the “Convertible Senior Notes”), in a private placement to institutional investors (the “Private Placement”), comprised of Cash Notes, Exchange Notes (collectively with the Cash Notes, the “Equity Linked Notes”) and a License Linked Note, as described below, which mature on June 5, 2026. The Convertible Senior Notes are secured by a third priority security interest in the collateral that secures the Company’s obligations under the Senior Secured Term Loan. Cash Notes. On June 24, 2021, in connection with the Private Placement, the Company issued and sold $45.0 million in principal amount of Convertible Senior Notes that are convertible at any time at the holder’s option, into shares of the Company’s Class A common stock for cash (the “Cash Notes”) with an applicable initial conversion price of $0.98 subject to adjustment. On June 25, 2021, the Company issued and sold an additional $19.0 million in principal amount of Cash Notes with an applicable initial conversion price of $1.25 subject to adjustment. Exchange Notes. On June 24, 2021, in connection with the Private Placement, the Company issued and sold $20.0 million in principal amount of Convertible Senior Notes that are convertible at any time at the holder’s option, into shares of the Company’s Class A common stock in exchange for 15,588 shares of the Company’s Series A preferred stock (the “Exchange Notes”). On June 25, 2021, the Company issued and sold an additional $19.0 million in principal amount of Exchange Notes for 14,802 shares of Series A preferred stock. The Exchange Notes are convertible at an initial conversion price of $2.00 subject to adjustment. License Linked Note. On June 24, 2021, in connection with the Private Placement, the Company issued and sold $22.5 million in principal amount of a Convertible Senior Note that was convertible into a patent license agreement (the “License Linked Note”). On June 29, 2021, the holder exercised its right to convert the License Linked Note in full and the Company entered into the L icense Agreement, which provides the licensee a five-year Clean Fleet ® The carrying value of the Convertible Senior Notes is as follows: June 30, 2021 Principal $ 103,000 PIK interest 258 Unamortized debt premium 1,898 Unamortized debt discount and issuance costs (19,479 ) Net Convertible Senior Notes $ 85,677 In June 2021, the Company received $86.5 million in cash proceeds from the issuance of the Convertible Senior Notes. The Company used a portion of the proceeds from the issuance of the Convertible Senior Notes to pay the cash settlement amount in accordance with the Settlement Agreement (as described in “Note 17 – Commitments and Contingencies”) and expects to use the remainder for general corporate purposes, including growth capital. The Convertible Senior Notes Convertible Senior Notes Each Equity Linked Note twenty-day notes Additionally, following the first anniversary of the Note Purchase Agreement, and at any time in which there are no issued and outstanding shares of Series A preferred stock or Series B preferred stock, if the twenty-day Note Notes In accordance with ASC 480 , the Company evaluated the Equity Linked Notes and determined they should be classified as liabilities due to the unconditional obligation to settle the notes in a variable number of shares of the Company’s Class A common stock based on a fixed monetary amount known at inception. Certain of the Equity Linked Notes issued were initially measured at fair value as they were considered new instruments issued concurrently to extinguish the Series A preferred stock. The initial measurement at fair value of those certain Equity Linked Notes resulted in the Company recording a premium of $1.9 million and a total discount of $16.1 million. The Company amortizes such premium and discount as an adjustment to interest expense using the effective interest method over the term We incurred transaction costs related to the issuance of the Convertible Senior Notes of $4.0 million which were recorded as debt issuance costs and are presented as a direct deduction from the carrying amount of the Convertible Senior Notes on our condensed consolidated balance sheet. The debt issuance costs are being amortized under the effective interest method over the term of the Convertible Senior Notes. Amortization expense is included in interest expense and was $0.7 million related to the Convertible Senior Notes for the three months ended June 30, 2021. |
Mezzanine Equity
Mezzanine Equity | 6 Months Ended |
Jun. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
MEZZANINE EQUITY | NOTE 12 – 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 six months ended June 30, 2021: Shares Amount Series A preferred stock as of December 31, 2020 50,000 $ 50,975 Exchange of Series A preferred stock for Convertible Senior Notes (30,390 ) (33,716 ) Deemed and imputed dividends on Series A preferred stock - 750 Accrued Series A preferred stock dividends - 3,811 Series A preferred stock as of June 30, 2021 19,610 $ 21,820 At the initial closing of the Series A preferred stock purchase agreement on May 24, 2019, the Company issued Series A warrants exercisable for shares of Class A common stock. See “Note 8 – Warrant Liabilities” for the discussion of the Series A warrants issued pursuant to the Series A preferred stock purchase agreement. During the three months ended June 30, 2021, the Company exchanged 30,390 shares of Series A preferred stock for $39.0 million in principal amount of Convertible Senior Notes. Accordingly, the Company recorded a reduction of $33.7 million in the carrying value of the Series A preferred stock during the three months ended June 30, 2021. Concurrent with such exchange, the Company also received, from such holders of the Series A preferred stock total cash proceeds of $39.0 million in consideration for an additional $39.0 million in principal amount of Convertible Senior Notes. In connection with the extinguishment of the Series A preferred stock, the Company initially recorded the Convertible Senior Notes issued to such holders at a total fair value of $63.8 million. The difference of $8.9 million As of June 30, 2021, 19,610 shares of Series A preferred stock were outstanding and convertible into 3,782,285 shares of Class A common stock, and dividends accrued and outstanding with respect to the Series A preferred stock were $5.6 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 six months ended June 30, 2021: 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 (1,012 ) (1,067 ) Accrued Series B preferred stock dividends - 1,522 Series B preferred stock as of June 30, 2021 21,038 $ 23,141 In February 2021 and May 2021, 762 and 250 shares of Series B preferred stock and related accrued dividends were converted into 2,745,778 and 927,500 shares of Class A common stock, respectively, 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 $0.3 million and $1.1 million in the carrying value of the Series B preferred stock during the three and six months ended June 30, 2021, respectively. As of June 30, 2021, 21,038 shares of Series B preferred stock were outstanding and convertible into 79,512,587 shares of Class A common stock, and dividends accrued and outstanding with respect to the Series B preferred stock was $3.5 million and reflected in the carrying value of Series B preferred stock. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 13 – 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 12 – 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. As of June 30, 2021 and December 31, 2020, there were 93,377,516 and 72,515,342 shares of Class A common stock issued and outstanding, respectively. As of June 30, 2021, 1,000,000 outstanding shares of Class A common stock were subject to cancellation on November 9, 2024, unless the closing price per share of the Class A common stock has equaled or exceeded $12.00 for any 20 trading 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 shares of our Class A common stock over a period of time. 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 increased the number of shares of Class A common stock that it may offer in accordance with the terms of the ATM Agreement by an additional $39.7 million in excess of the original amount of $10.3 million. During the three and six months ended June 30, 2021, the Company sold 2,381,660 and 15,006,317 shares of Class A common stock for total net proceeds of $2.9 million and $13.6 million and paid $0.1 million and $0.4 million in commissions under the ATM Agreement, respectively. The Company did not sell any shares of Class A common stock under the ATM Agreement during the three months ended June 30, 2020. Since inception on June 26, 2020 through June 30, 2021, the Company has sold a total of 15,798,575 shares of Class A common stock under the ATM Agreement for total net proceeds of $14.0 million and paid $0.4 million in commissions. 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. As of December 31, 2020, there were 2,302,936 shares of Class B common stock issued and outstanding, which were all converted to an equivalent number of shares of Class A common stock during the six months ended June 30, 2021. As of June 30, 2021, there were no shares of Class B common stock issued and outstanding. Noncontrolling Interest During the first quarter of 2021, the remaining noncontrolling interest holders of USWS Holdings exchanged all of their respective shares 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 | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | NOTE 14 – 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 Class A common shares that could have been outstanding assuming the exercise of stock options and 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, conversion of Convertible Senior Notes 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: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Basic net income (loss) per share Numerator: Net loss attributable to U.S. Well Services, Inc. $ (17,716 ) $ (19,505 ) $ (38,282 ) $ (185,323 ) Net loss attributable to cancellable Class A common stock 316 471 721 4,703 Basic net loss attributable to U.S. Well Services, Inc. shareholders (17,400 ) (19,034 ) (37,561 ) (180,620 ) Dividends accrued on Series A preferred stock (1,998 ) (1,845 ) (3,811 ) (3,596 ) Dividends accrued on Series B preferred stock (811 ) (666 ) (1,522 ) (666 ) Deemed and imputed dividends on Series A preferred stock (286 ) (5,142 ) (750 ) (12,114 ) Deemed and imputed dividends on Series B preferred stock (1,501 ) - (5,669 ) - Exchange of Series A preferred stock for Convertible Senior Notes 8,936 - 8,936 - Basic net loss attributable to U.S. Well Services, Inc. Class A common shareholders $ (13,060 ) $ (26,687 ) $ (40,377 ) $ (196,996 ) Denominator: Weighted average shares outstanding 90,202,949 66,620,619 85,419,935 63,424,948 Cancellable Class A common stock (1,609,677 ) (1,609,677 ) (1,609,677 ) (1,609,677 ) Basic and diluted weighted average shares outstanding 88,593,272 65,010,942 83,810,258 61,815,271 Basic and diluted net income (loss) per share attributable to Class A common shareholders $ (0.15 ) $ (0.41 ) $ (0.48 ) $ (3.19 ) A summary of securities excluded from the computation of diluted earnings per share is presented below for the applicable periods: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Dilutive earnings per share: Anti-dilutive stock options 877,266 877,266 877,266 877,266 Anti-dilutive warrants 15,317,038 16,658,427 15,317,038 16,658,427 Anti-dilutive restricted stock 1,079,249 1,675,825 1,079,249 1,675,825 Anti-dilutive deferred stock units 8,911,858 - 8,911,858 - Anti-dilutive shares from Pool B awards 10,124,725 - 10,124,725 - Anti-dilutive Class B common stock convertible into Class A common stock - 5,014,897 - 5,014,897 Anti-dilutive Series A preferred stock convertible into Class A common stock 3,782,285 9,392,230 3,782,285 9,392,230 Anti-dilutive Series B preferred stock convertible into Class A common stock 79,512,587 73,754,101 79,512,587 73,754,101 Anti-dilutive Convertible Senior Notes convertible into Class A common stock 80,822,372 - 80,822,372 - Potentially dilutive securities excluded as anti-dilutive 200,427,380 107,372,746 200,427,380 107,372,746 |
Share-based Compensation
Share-based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Compensation | NOTE 15 – SHARE-BASED COMPENSATION Share-based compensation expense consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Restricted stock $ 876 $ 1,188 $ 1,701 $ 3,012 Stock options 216 215 430 469 DSUs 246 - 492 - Pool A Awards 395 - 481 - Pool B Awards 277 - 557 - Total $ 2,010 (1) $ 1,403 (2) $ 3,661 (3) $ 3,481 (4) (1) $276 was presented as cost of services and $1,734 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. (2) $284 was presented as cost of services and $1,119 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. (3) $474 was presented as cost of services and $3,187 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. (4) $1,202 was presented as cost of services and $2,279 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. Restricted Stock The following table summarizes the restricted stock activity for the six months ended June 30, 2021: Shares Weighted- Average 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 June 30, 2021 1,079,249 $ 8.83 As of June 30, 2021, the total unrecognized compensation cost related to restricted stock was $5.5 million which is expected to be recognized over a weighted-average period of 1.68 years. Stock Options The following table summarizes the stock option activity for the six months ended June 30, 2021: Shares Weighted- Average Exercise Price per Share Weighted-Average Remaining Contractual Life (in years) Outstanding as of December 31, 2020 877,266 $ 8.91 5.21 Exercised - - - Forfeited/Expired - - - Outstanding as of June 30, 2021 877,266 $ 8.91 4.71 Exercisable as of June 30, 2021 438,633 $ 8.91 4.71 As of June 30, 2021, the total unrecognized compensation cost related to stock options was $1.5 million which is expected to be recognized over a weighted average period of 1.71 years. Deferred Stock Units (“DSUs”) The following table summarizes the DSUs activity for the six months ended June 30, 2021: Units Weighted- Average 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 June 30, 2021 5,941,239 $ 0.33 As of June 30, 2021, the total unrecognized compensation cost related to DSUs was $1.5 million which is expected to be recognized over a weighted average period of 1.5 years. Pool A Performance Awards In the fourth quarter of 2020, the Company made grants of Pool A Performance Awards (“Pool A Awards”) to certain key employees of the Company. The Company accounted for the Pool A Awards 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 Awards 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 June 30, 2021, the fair value of the Pool A Awards liability was remeasured to $2.8 million, which was estimated using a risk-adjusted discount rate reflecting the weighted-average cost of capital of similarly traded public companies. During the three and six months ended June 30, 2021, the Company recorded additional compensation cost of $0.1 million and $0.2 million, respectively, attributable to the change in fair value of the Pool A Awards liability. Pool B Performance Awards In the fourth quarter of 2020, the Company made grants of Pool B Performance Awards (“Pool B Awards”) to certain key employees of the Company. The Pool B Awards vest over three years in equal installments each year on the anniversary of the vesting effective date, subject to the grantee’s continuous services through each vesting period. On January 1, 2021, one-third of the fair value of the Pool B Awards vested in the amount of $1.1 million. As of June 30, 2021, the unvested fair value of the Pool B Awards was $2.2 million. As of June 30, 2021, the total unrecognized compensation cost related to Pool B Awards was $1.7 million, which is expected to be recognized over a weighted average period of 1.5 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 16 – 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 was received during the three months ended June 30, 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 six months ended June 30, 2021 was (0.07)%. 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 June 30, 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 of 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 | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 17 – 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 On June 28, 2021, the Company entered into a Settlement Agreement and Release (the “Settlement Agreement”) with Smart Sand, pursuant to which the Company and Smart Sand reached a settlement of all matters in dispute. Pursuant to the Settlement Agreement, the Company agreed to pay $35.0 million in cash and to provide Smart Sand certain rights of first refusal related to the supply of frac sand for a period of two Equipment Purchase Agreement On June 29, 2021, the Company entered into an Equipment Purchase and Sale Agreement to purchase equipment for $61.5 million. The Company made an initial deposit of $12.3 million in July 2021 and anticipates the remaining $49.2 million to be paid over the next two years, with $32.8 million in 2022 and $16.4 million in 2023. 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 June 30, 2021, the Company’s contracted volumes in dollars was $8.3 million. The Company’s minimum commitments was $6.1 million, which represents the aggregate amounts that we would be obligated to pay if we procured no additional proppant under the contracts after June 30, 2021. Lease Agreements The Company has various operating leases for facilities with terms ranging from 36 to 76 months. Rent expense was $333 and $525 for the three months ended June 30, 2021 and 2020, respectively, of which $271 and $330, respectively, are recorded as cost of services and $62 and $195, respectively, are recorded as selling, general and administrative expenses in the condensed consolidated statements of operations. Rent expense was $629 and $1,187 for the six months ended June 30, 2021 and 2020, respectively, of which $496 and $803, respectively, are recorded as cost of services and $133 and $384, respectively, are recorded as 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 and capital leases as of June 30, 2021: Fiscal Year Operating Leases Capital Leases Remainder of 2021 $ 471 $ 182 2022 828 364 2023 308 364 2024 258 358 2025 67 50 Total minimum future rentals $ 1,932 $ 1,318 The total capital leases 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 $0.4 million and $0.2 million as of June 30, 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 18 – RELATED PARTY TRANSACTIONS On June 24, 2021, Crestview Partners (“Crestview”) purchased $40.0 million of Convertible Senior Notes that are convertible into shares of the Company’s Class A common stock for consideration of $20.0 million in cash and in exchange for 15,588 shares of the Company’s Series A preferred stock. On April 1, 2020, Crestview purchased 11,500 shares of Series B preferred stock for a total payment of $11.5 million. The TCW Group, Inc. purchased 6,500 shares of Series B preferred stock for a total payment of $6.5 million and David Matlin, a member of the Company’s Board of Directors, purchased 1,878 shares of Series B preferred stock for a total payment of $1.9 million. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 19 – SUBSEQUENT EVENTS Convertible Senior Notes On July 12, 2021 and July 13, 2021, the Company issued an additional $6.0 million in aggregate principal amount of Convertible Senior Notes On July 27, 2021, the Company issued an additional $5.0 million in aggregate principal amount of Convertible Senior Notes under the Note Purchase Agreement to a certain investor for cash, which mature on June 5, 2026. The additional Convertible Senior Notes are convertible into shares of the Company’s Class A common stock with an applicable initial conversion price of $0.98 subject to adjustment. The interest and settlement terms for the Convertible Senior Notes issued in July 2021 are the same as the Equity Linked Notes previously issued in June 2021. See “Note 11 – Convertible Senior Notes” for additional information. Assets Held for Sale Subsequent to June 30, 2021, the Company classified an additional $8.1 million in net book value of diesel fracturing equipment, that is anticipated to be sold in the next 12 months, as assets held for sale. During July 2021, we received $18.0 million in proceeds from the sale of various assets that were classified as held for sale. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 June 30, 2021 and December 31, 2020, and for the three and six months ended June 30, 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 and six months ended June 30, 2021 are not necessarily indicative of the results of operations expected for the entire fiscal year ended December 31, 2021. |
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 long-lived assets, impairment assessments of goodwill and other long-lived assets, estimates of fair value of warrant liabilities, term loan, and convertible senior notes, and the valuation of share-based compensation and certain equity instruments. Actual results could differ from those estimates. |
Restricted Cash | Restricted Cash |
Inventory | 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 was less than one year, which resulted in our determination that costs associated with the replacement of these components would 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. |
Assets Held for Sale | Assets Held for Sale Assets that are classified as held for sale are measured at the lower of their carrying amount or fair value less expected selling costs (“estimated selling price”) with a loss recognized to the extent that the carrying amount exceeds the estimated selling price. The classification is applicable at the date upon which the sale of assets is probable and the assets are available for immediate sale in their present condition. Upon determining that an asset meets the criteria to be classified as held for sale, the Company ceases depreciation and reports the assets, if material, in assets held for sale in its condensed consolidated balance sheets. When the net carryin g value of an asset designated as held for sale exceeds its estimated fair value, which we estimate based on the estimated selling price , we recognize the difference as an impairment charge. When an impairment charge is recorded, s ubsequent changes to the estimated selling price of assets held for sale are recorded as gains or losses to the condensed consolidated statements of operations wherein the recognition of subsequent gains is limited to the cumulative loss previously recognized. During the six months ended June 30, 2021, the Company recorded no impairment charges on its held for sale assets. |
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. |
Convertible Notes and Convertible Preferred Stock | Convertible Notes and Convertible Preferred Stock When the Company issues convertible notes or convertible preferred stock, it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480 and second whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible note instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of an “embedded derivative” in ASC 815-15. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the condensed consolidated balance sheet at fair value, with any changes in its fair value recognized in the condensed consolidated statements of operations. If a conversion feature does not meet the conditions to be separated and accounted for as an embedded derivative liability, the Company then determines whether the conversion feature is “beneficial”. A conversion feature would be considered beneficial if the conversion feature is “in the money” when the host instrument is issued or, under certain circumstances, at a later time . The beneficial conversion feature (“BCF”) for convertible instruments is recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The intrinsic value is generally calculated at the commitment date as the difference between the conversion price and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. If certain other securities are issued with the convertible security, the proceeds are allocated among the different components. The portion of the proceeds allocated to the convertible security is divided by the contractual number of the conversion shares to determine the effective conversion price, which is used to measure the BCF. The effective conversion price is used to compute the intrinsic value. The value of the BCF is limited to the basis that is initially allocated to the convertible security. If the convertible note contains a BCF, the amount of the proceeds allocated to the BCF reduces the balance of the convertible note, creating a discount which is amortized over the note’s term to interest expense in the condensed When a convertible preferred stock contains a BCF, after allocating the proceeds to the BCF, the resulting discount is either amortized as deemed dividends over the period beginning when the convertible preferred stock is issued up to the earliest date the conversion feature may be exercised, or if the conver sion feature is |
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. |
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. Patent License Sales. On June 24, 2021, the Company issued a Convertible Senior Note ( See “Note 11 – Convertible Senior Notes”) convertible into a patent license agreement. On June 29, 2021, the holder exercised its right to convert the Convertible Senior Note in full and the Company entered into a Patent L icense Agreement (the “License Agreement”), which provides the licensee a five-year purchase up to 20 licenses to build and operate electric hydraulic fracturing fleets using the Company’s patented Clean Fleet ® Upon entry into the License Agreement, the Company sold three licenses to build and operate three electric frac fleets, each valued at $7.5 million. The sales of the right to use the Company’s Clean Fleet ® is a single performance obligation. The Company recognizes the income associated with the patent license sales at the point in time when the Company satisfies its performance obligation by granting the purchaser the right to use the Clean Fleet ® and transfer of control has occurred. The patent license sales are recognized as other income in our condensed consolidated statement of operations. |
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. |
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. |
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 June 30, 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) | 6 Months Ended |
Jun. 30, 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 and restricted cash reported on the condensed consolidated balance sheets that sum to the total of the same amounts shown on the condensed consolidated statements of cash flows: June 30, 2021 2020 Cash and cash equivalents $ 57,544 $ 3,423 Restricted cash 519 519 Cash and cash equivalents and restricted cash $ 58,063 $ 3,942 |
Schedule of Percentage of Revenues and Trade Receivables from Customers | The following tables show the percentage of revenues from our significant customers for the periods indicated: Three Months Ended June 30, 2021 2020 Customer B 12.9% 19.0% Customer C 10.6% 24.1% Customer E 19.6% 26.5% Customer F 17.8% 30.4% Customer H 12.1% * Customer I 11.4% * Six Months Ended June 30, 2021 2020 Customer A * 17.2% Customer B 12.9% 15.2% Customer C 11.6% 16.4% Customer E 18.1% 12.5% Customer F 19.0% 14.6% Customer H 15.2% * An asterisk indicates that revenue is less than ten percent. The following table shows the percentage of trade receivables from our significant customers: June 30, 2021 December 31, 2020 Customer B 12.8% 32.2% Customer C * 17.0% Customer D 10.6% * Customer E 27.3% * Customer F 13.1% 12.7% Customer G * 12.5% Customer H * 13.5% Customer I 16.4% * An asterisk indicates that trade receivable is less than ten percent. |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule of Prepaids and Other Current Assets | Prepaids and other current assets consisted of the following: June 30, 2021 December 31, 2020 Prepaid insurance $ 9,519 $ 3,162 Recoverable costs from insurance - 4,635 Income tax receivable 757 1,567 Other current assets 2,124 1,343 Total prepaid expenses and other current assets $ 12,400 $ 10,707 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | A summary of intangible assets consisted of the following: Estimated Useful Life (in years) Gross Carrying Value Accumulated Amortization Net Book Value As of June 30, 2021 Trademarks 10 $ 1,415 $ 260 $ 1,155 Patents 20 12,775 947 11,828 $ 14,190 $ 1,207 $ 12,983 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 June 30, 2021, the estimated amortization expense for future periods is as follows: Fiscal Year Estimated Amortization Expense Remainder of 2021 $ 483 2022 966 2023 966 2024 966 2025 966 Thereafter 8,636 Total $ 12,983 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Estimated Useful Life (in years) June 30, 2021 December 31, 2020 Fracturing equipment 1.5 to 25 $ 235,095 $ 263,869 Light duty vehicles (1) 5 3,943 2,483 Furniture and fixtures 5 67 67 IT equipment 3 2,306 1,676 Auxiliary equipment 2 to 20 12,686 11,058 Leasehold improvements Term of lease 287 287 254,384 279,440 Less: Accumulated depreciation and amortization (41,083 ) (44,108 ) Property and equipment, net $ 213,301 $ 235,332 (1) As of June 30, 2021 and December 31, 2020, the Company had capitalized $1.5 million and $0.3 million, respectively, related to capital leases and the accumulated depreciation was $127 and $31, respectively. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: June 30, 2021 December 31, 2020 Accrued payroll and benefits $ 6,636 $ 7,208 Accrued taxes 3,335 5,380 Accrued interest 638 317 Other current liabilities 1,601 1,876 Accrued expenses and other current liabilities $ 12,210 $ 14,781 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 6 Months Ended |
Jun. 30, 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: Quoted Prices in Active Markets (Level 1) Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total As of June 30, 2021 Public warrants $ 1,809 $ - $ - $ 1,809 Private placement warrants - 1,880 - 1,880 Series A warrants - 5,225 - 5,225 $ 1,809 $ 7,105 $ - $ 8,914 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 |
Summary of Assumptions Used to Calculate Fair Value for Private Placement Warrants and Series A Warrants | The following assumptions were used to calculate the fair value for the private placement warrants and Series A warrants: Private Placement Warrants Series A Warrants As of June 30, 2021 Expected remaining life 2.4 years 4.4 years Volatility rate 153.0% 153.0% Risk-free interest rate 0.3% 0.7% Expected dividend rate 0% 0% As of December 30, 2020 Expected remaining life 2.86 years 4.9 years Volatility rate 115.8% 115.8% Risk-free interest rate 0.2% 0.4% Expected dividend rate 0% 0% |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: June 30, 2021 December 31, 2020 Senior Secured Term Loan $ 233,687 $ 246,250 ABL Credit Facility 33,682 23,710 PPP Loan 10,000 10,000 USDA Loan 25,000 21,996 Equipment financing 11,128 12,866 Capital leases 1,234 229 Total debt principal balance 314,731 315,051 Unamortized debt discount and issuance costs (9,317 ) (17,576 ) Current maturities (15,936 ) (13,573 ) Net Long-term debt $ 289,478 $ 283,902 |
Schedule of Repayment Requirements of Long-term Debt | As of June 30, 2021, the schedule of the repayment requirements of long-term debt is as follows: Principal Amount Fiscal Year of Long-term Debt Remainder of 2021 $ 11,442 2022 9,042 2023 9,517 2024 10,054 2025 256,098 Thereafter 18,578 Total $ 314,731 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Value of Convertible Senior Notes | The carrying value of the Convertible Senior Notes is as follows: June 30, 2021 Principal $ 103,000 PIK interest 258 Unamortized debt premium 1,898 Unamortized debt discount and issuance costs (19,479 ) Net Convertible Senior Notes $ 85,677 |
Mezzanine Equity (Tables)
Mezzanine Equity (Tables) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2021: Shares Amount Series A preferred stock as of December 31, 2020 50,000 $ 50,975 Exchange of Series A preferred stock for Convertible Senior Notes (30,390 ) (33,716 ) Deemed and imputed dividends on Series A preferred stock - 750 Accrued Series A preferred stock dividends - 3,811 Series A preferred stock as of June 30, 2021 19,610 $ 21,820 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 six months ended June 30, 2021: 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 (1,012 ) (1,067 ) Accrued Series B preferred stock dividends - 1,522 Series B preferred stock as of June 30, 2021 21,038 $ 23,141 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 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: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Basic net income (loss) per share Numerator: Net loss attributable to U.S. Well Services, Inc. $ (17,716 ) $ (19,505 ) $ (38,282 ) $ (185,323 ) Net loss attributable to cancellable Class A common stock 316 471 721 4,703 Basic net loss attributable to U.S. Well Services, Inc. shareholders (17,400 ) (19,034 ) (37,561 ) (180,620 ) Dividends accrued on Series A preferred stock (1,998 ) (1,845 ) (3,811 ) (3,596 ) Dividends accrued on Series B preferred stock (811 ) (666 ) (1,522 ) (666 ) Deemed and imputed dividends on Series A preferred stock (286 ) (5,142 ) (750 ) (12,114 ) Deemed and imputed dividends on Series B preferred stock (1,501 ) - (5,669 ) - Exchange of Series A preferred stock for Convertible Senior Notes 8,936 - 8,936 - Basic net loss attributable to U.S. Well Services, Inc. Class A common shareholders $ (13,060 ) $ (26,687 ) $ (40,377 ) $ (196,996 ) Denominator: Weighted average shares outstanding 90,202,949 66,620,619 85,419,935 63,424,948 Cancellable Class A common stock (1,609,677 ) (1,609,677 ) (1,609,677 ) (1,609,677 ) Basic and diluted weighted average shares outstanding 88,593,272 65,010,942 83,810,258 61,815,271 Basic and diluted net income (loss) per share attributable to Class A common shareholders $ (0.15 ) $ (0.41 ) $ (0.48 ) $ (3.19 ) |
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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 Dilutive earnings per share: Anti-dilutive stock options 877,266 877,266 877,266 877,266 Anti-dilutive warrants 15,317,038 16,658,427 15,317,038 16,658,427 Anti-dilutive restricted stock 1,079,249 1,675,825 1,079,249 1,675,825 Anti-dilutive deferred stock units 8,911,858 - 8,911,858 - Anti-dilutive shares from Pool B awards 10,124,725 - 10,124,725 - Anti-dilutive Class B common stock convertible into Class A common stock - 5,014,897 - 5,014,897 Anti-dilutive Series A preferred stock convertible into Class A common stock 3,782,285 9,392,230 3,782,285 9,392,230 Anti-dilutive Series B preferred stock convertible into Class A common stock 79,512,587 73,754,101 79,512,587 73,754,101 Anti-dilutive Convertible Senior Notes convertible into Class A common stock 80,822,372 - 80,822,372 - Potentially dilutive securities excluded as anti-dilutive 200,427,380 107,372,746 200,427,380 107,372,746 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Share-based Compensation Expense | Share-based compensation expense consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Restricted stock $ 876 $ 1,188 $ 1,701 $ 3,012 Stock options 216 215 430 469 DSUs 246 - 492 - Pool A Awards 395 - 481 - Pool B Awards 277 - 557 - Total $ 2,010 (1) $ 1,403 (2) $ 3,661 (3) $ 3,481 (4) (1) $276 was presented as cost of services and $1,734 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. (2) $284 was presented as cost of services and $1,119 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. (3) $474 was presented as cost of services and $3,187 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. (4) $1,202 was presented as cost of services and $2,279 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. |
Schedule of Restricted Stock Transactions | The following table summarizes the restricted stock activity for the six months ended June 30, 2021: Shares Weighted- Average 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 June 30, 2021 1,079,249 $ 8.83 As of June 30, 2021, the total unrecognized compensation cost related to restricted stock was $5.5 million which is expected to be recognized over a weighted-average period of 1.68 years. |
Schedule of Stock Option Activity | The following table summarizes the stock option activity for the six months ended June 30, 2021: Shares Weighted- Average Exercise Price per Share Weighted-Average Remaining Contractual Life (in years) Outstanding as of December 31, 2020 877,266 $ 8.91 5.21 Exercised - - - Forfeited/Expired - - - Outstanding as of June 30, 2021 877,266 $ 8.91 4.71 Exercisable as of June 30, 2021 438,633 $ 8.91 4.71 |
Schedule of DSUs Activity | The following table summarizes the DSUs activity for the six months ended June 30, 2021: Units Weighted- Average 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 June 30, 2021 5,941,239 $ 0.33 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Minimum Future Payments on Non-Cancelable Operating Leases and Capital Leases | The following is a schedule of minimum future payments on non-cancellable operating leases and capital leases as of June 30, 2021: Fiscal Year Operating Leases Capital Leases Remainder of 2021 $ 471 $ 182 2022 828 364 2023 308 364 2024 258 358 2025 67 50 Total minimum future rentals $ 1,932 $ 1,318 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) | Jun. 29, 2021USD ($)LicenseFleet | Apr. 26, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Accounting Policies [Line Items] | |||||||
Restricted cash | $ 519,000 | $ 519,000 | $ 519,000 | $ 1,569,000 | |||
Provision for losses on inventory obsolescence | 1,400,000 | 1,398,000 | $ 448,000 | ||||
Inventory valuation reserves | 200,000 | 200,000 | 300,000 | ||||
Assets held for sale impairment charges | 0 | ||||||
Fair value of convertible senior notes | 91,200,000 | 91,200,000 | |||||
Reserve for doubtful accounts | 0 | 0 | 12,000,000 | ||||
Accrued for payment of interest and penalties | 0 | 0 | |||||
License Agreement [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Patent License Agreement term | 5 years | ||||||
Number of licenses sold | License | 3 | ||||||
Number of electric frac fleets build and operate | Fleet | 3 | ||||||
Licensed product value | $ 7,500,000 | ||||||
Claim Agreement [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Business combination, consideration transferred | 14,500,000 | ||||||
Business combination, consideration amount received | $ 2,500,000 | ||||||
Reserve for doubtful accounts | 0 | 0 | |||||
Accounts receivable wrote off | $ 12,000,000 | ||||||
Maximum [Member] | License Agreement [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Number of licenses for build and operate | License | 20 | ||||||
Senior Secured Term Loan [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Long term debt fair value | 193,200,000 | 193,200,000 | 198,000,000 | ||||
Workers’ Compensation Obligations [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Restricted cash | 513,000 | 513,000 | 513,000 | ||||
Approved Capital Expenditures [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Restricted cash | $ 6,000 | $ 6,000 | $ 1,056,000 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 57,544 | $ 3,693 | $ 3,423 | |
Restricted cash | 519 | 1,569 | 519 | |
Cash and cash equivalents and restricted cash | $ 58,063 | $ 5,262 | $ 3,942 | $ 41,404 |
Significant Accounting Polici_6
Significant Accounting Policies (Details 1) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenues [Member] | |||||
Concentration risk, Percentage | 10.00% | ||||
Revenues [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||||
Concentration risk, Percentage | 12.90% | 19.00% | 12.90% | 15.20% | |
Revenues [Member] | Customer Concentration Risk [Member] | Customer A [Member] | |||||
Concentration risk, Percentage | 17.20% | ||||
Revenues [Member] | Customer Concentration Risk [Member] | Customer C [Member] | |||||
Concentration risk, Percentage | 10.60% | 24.10% | 11.60% | 16.40% | |
Revenues [Member] | Customer Concentration Risk [Member] | Customer E [Member] | |||||
Concentration risk, Percentage | 19.60% | 26.50% | 18.10% | 12.50% | |
Revenues [Member] | Customer Concentration Risk [Member] | Customer F [Member] | |||||
Concentration risk, Percentage | 17.80% | 30.40% | 19.00% | 14.60% | |
Revenues [Member] | Customer Concentration Risk [Member] | Customer H [Member] | |||||
Concentration risk, Percentage | 12.10% | 15.20% | |||
Revenues [Member] | Customer Concentration Risk [Member] | Customer I [Member] | |||||
Concentration risk, Percentage | 11.40% | ||||
Trade Receivables [Member] | |||||
Concentration risk, Percentage | 10.00% | ||||
Trade Receivables [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||||
Concentration risk, Percentage | 12.80% | 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 | 27.30% | ||||
Trade Receivables [Member] | Customer Concentration Risk [Member] | Customer F [Member] | |||||
Concentration risk, Percentage | 13.10% | 12.70% | |||
Trade Receivables [Member] | Customer Concentration Risk [Member] | Customer H [Member] | |||||
Concentration risk, Percentage | 13.50% | ||||
Trade Receivables [Member] | Customer Concentration Risk [Member] | Customer I [Member] | |||||
Concentration risk, Percentage | 16.40% | ||||
Trade Receivables [Member] | Customer Concentration Risk [Member] | Customer D [Member] | |||||
Concentration risk, Percentage | 10.60% | ||||
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) | 6 Months Ended |
Jun. 30, 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 | Jun. 30, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid insurance | $ 9,519 | $ 3,162 |
Recoverable costs from insurance | 4,635 | |
Income tax receivable | 757 | 1,567 |
Other current assets | 2,124 | 1,343 |
Total prepaid expenses and other current assets | $ 12,400 | $ 10,707 |
Prepaids and Other Current As_4
Prepaids and Other Current Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Prepaid Expense And Other Assets Current [Abstract] | |||
Insurance premiums paid for renewal | $ 11,700 | ||
Recoverable costs from insurance | $ 4,635 | ||
Recoverable costs from insurance collected | $ 4,600 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 14,190 | $ 14,190 |
Accumulated Amortization | 1,207 | 724 |
Net Book Value | $ 12,983 | $ 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 | 260 | 156 |
Net Book Value | $ 1,155 | $ 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 | 947 | 568 |
Net Book Value | $ 11,828 | $ 12,207 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 0.3 | $ 0.2 | $ 0.5 | $ 0.6 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2021 | $ 483 | |
2022 | 966 | |
2023 | 966 | |
2024 | 966 | |
2025 | 966 | |
Thereafter | 8,636 | |
Net Book Value | $ 12,983 | $ 13,466 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 254,384 | $ 279,440 |
Less: Accumulated depreciation and amortization | (41,083) | (44,108) |
Property and equipment, net | 213,301 | 235,332 |
Fracturing Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 235,095 | 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 | $ 3,943 | 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 | $ 2,306 | 1,676 |
Estimated Useful Life (in years) | 3 years | |
Auxiliary Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 12,686 | 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 (Pa
Property and Equipment, Net (Parenthetical) (Details) - Light Duty Vehicles [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Capitalized capital leases | $ 1,500 | $ 300 |
Accumulated depreciation | $ 127 | $ 31 |
Property and Equipment, Net - (
Property and Equipment, Net - (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 9,836 | $ 17,358 | $ 20,942 | $ 49,366 |
Gain (loss) on disposal of assets | 545 | (853) | (1,891) | (5,097) |
Diesel Fracturing Equipment [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Assets held for sale | 14,700 | 14,700 | ||
Property and Equipment [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 9,600 | $ 17,400 | $ 20,500 | $ 49,400 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Accrued payroll and benefits | $ 6,636 | $ 7,208 |
Accrued taxes | 3,335 | 5,380 |
Accrued interest | 638 | 317 |
Other current liabilities | 1,601 | 1,876 |
Accrued expenses and other current liabilities | $ 12,210 | $ 14,781 |
Warrant Liabilities (Details Na
Warrant Liabilities (Details Narrative) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | Jun. 30, 2021$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding | 19,167,417 | 19,167,417 |
Warrants exercisable | 9,583,709 | 9,583,709 |
Public and Private Placement Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Exercise price per half share | $ / shares | $ 5.75 | $ 5.75 |
Exercise price per full share equivalent | $ / shares | $ 11.50 | $ 11.50 |
Warrants maturity date | Nov. 9, 2023 | Nov. 9, 2023 |
Series A Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding | 5,733,329 | 5,733,329 |
Warrants exercisable | 5,733,329 | 5,733,329 |
Number of additional warrants issued to the purchasers | 444,444 | 888,888 |
Exercise price per full share equivalent | $ / shares | $ 7.66 | $ 7.66 |
Warrants maturity date | Nov. 25, 2025 | Nov. 25, 2025 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | $ 8,914 | $ 1,619 |
Public Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 1,809 | 254 |
Private Placement Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 1,880 | 248 |
Series A Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 5,225 | 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 | 1,809 | 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 | 1,809 | 254 |
Other Observable Inputs (Level 2) [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 7,105 | 1,365 |
Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 1,880 | 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 | $ 5,225 | $ 1,117 |
Warrant Liabilities (Details 1)
Warrant Liabilities (Details 1) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Private Placement Warrants [Member] | Expected Remaining Life [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected remaining life | 2 years 4 months 24 days | 2 years 10 months 9 days |
Private Placement Warrants [Member] | Volatility Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 153 | 115.8 |
Private Placement Warrants [Member] | Risk Free Interest Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 0.3 | 0.2 |
Private Placement Warrants [Member] | Expected Dividend Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 0 | 0 |
Series A Warrants [Member] | Expected Remaining Life [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected remaining life | 4 years 4 months 24 days | 4 years 10 months 24 days |
Series A Warrants [Member] | Volatility Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 153 | 115.8 |
Series A Warrants [Member] | Risk Free Interest Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 0.7 | 0.4 |
Series A Warrants [Member] | Expected Dividend Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 0 | 0 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Short Term Debt [Line Items] | ||
Notes payable | $ 6,440 | $ 998 |
Premium Finance Agreement [Member] | ||
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 | $ 9,100 | |
Insurance premium interest rate | 5.40% | |
Insurance premium payment term | payable in equal monthly installments | |
insurance premium maturity period | 1 year | |
Notes payable | $ 6,400 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Debt Instrument [Line Items] | |||
Capital leases | $ 1,234 | $ 229 | |
Total debt principal balance | 314,731 | 315,051 | |
Unamortized debt discount and issuance costs | (9,317) | (17,576) | |
Current maturities | (15,936) | (13,573) | |
Net Long-term debt | 289,478 | 283,902 | $ 1,318 |
Senior Secured Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 233,687 | 246,250 | |
ABL Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 33,682 | 23,710 | |
PPP Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 10,000 | 10,000 | |
USDA Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 25,000 | 21,996 | |
Equipment Financing [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 11,128 | $ 12,866 |
Debt - (Details Narrative)
Debt - (Details Narrative) | Jun. 24, 2021 |
Senior Secured Term Loan [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, maturity date | Dec. 5, 2025 |
Debt - (Details Narrative 1)
Debt - (Details Narrative 1) - Senior Secured Term Loan [Member] - USD ($) $ in Millions | Jun. 24, 2021 | Jun. 30, 2021 |
Debt Instrument [Line Items] | ||
Prepayments of debt | $ 7.6 | |
Term Loan Amendment [Member] | ||
Debt Instrument [Line Items] | ||
Prepayments of debt | $ 7 | |
Mandatory prepayment payable period | 30 days |
Debt - (Details Narrative 2)
Debt - (Details Narrative 2) - Senior Secured Term Loan [Member] - Fifth Term Loan Amendment [Member] | 6 Months Ended |
Jun. 30, 2021 | |
Debt Instrument [Line Items] | |
Debt instrument, floor interest rate percentage | 2.00% |
Applicable margin | 8.25% |
Debt - (Details Narrative 3)
Debt - (Details Narrative 3) - Senior Secured Term Loan [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 233,687 | $ 246,250 |
January 1, 2022 through March 31, 2022 [Member] | Exception One on December 31, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 0.00% | |
Maximum [Member] | Exception One on December 31, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 132,000 | |
Minimum [Member] | Exception One on December 31, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 110,000 |
Debt - (Details Narrative 4)
Debt - (Details Narrative 4) - Senior Secured Term Loan [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 233,687 | $ 246,250 |
January 1, 2022 through March 31, 2022 [Member] | Exception Two on December 31, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 0.00% | |
April 1, 2022 through December 31, 2022 [Member] | Exception Two on December 31, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.00% | |
Maximum [Member] | Exception Two on December 31, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 110,000 |
Debt - (Details Narrative 5)
Debt - (Details Narrative 5) - Senior Secured Term Loan [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 233,687 | $ 246,250 |
April 1, 2022 through December 31, 2022 [Member] | Exception Three on April 1, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.00% | |
Maximum [Member] | Exception Three on April 1, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 103,000 |
Debt - (Details Narrative 6)
Debt - (Details Narrative 6) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Instrument [Line Items] | ||
Debt discount issuance and amortized to interest expense | $ 6,569 | $ 20,061 |
Senior Secured Term Loan [Member] | Term Loan Amendment [Member] | ||
Debt Instrument [Line Items] | ||
Debt discount issuance and amortized to interest expense | $ 3,000 |
Debt - (Details Narrative 7)
Debt - (Details Narrative 7) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Instrument [Line Items] | ||
Principal payments | $ 12,563 | $ 2,500 |
Prepayment fees | 41 | |
Senior Secured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Principal payments | 12,600 | |
Prepayments of debt | 7,600 | |
Early repayment of debt resulted in a write-off | 798 | |
Prepayment fees | $ 41 |
Debt - (Details Narrative 8)
Debt - (Details Narrative 8) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 12,000 | $ 10,000 |
Senior Secured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 233,687 | $ 246,250 |
Senior Secured Term Loan [Member] | Due within One Year from Balance Sheet Date [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 12,000 |
Debt - (Details Narrative 9)
Debt - (Details Narrative 9) - ABL Credit Facility [Member] | Jun. 30, 2021USD ($) |
Debt Instrument [Line Items] | |
Line of credit facility, maximum borrowing capacity | $ 46,300,000 |
Outstanding revolver loan | $ 33,700,000 |
Debt - (Details Narrative 10)
Debt - (Details Narrative 10) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 12, 2020 | Nov. 30, 2020 | |
Debt Instrument [Line Items] | |||||
Proceeds from issuance of long-term debt | $ 3,004,000 | ||||
USDA Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | ||||
Interest rate | 5.75% | ||||
Interest rate terms | 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 issuance of long-term debt | $ 3,000,000 | $ 22,000,000 |
Debt (Details 1)
Debt (Details 1) $ in Thousands | Jun. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2021 | $ 11,442 |
2022 | 9,042 |
2023 | 9,517 |
2024 | 10,054 |
2025 | 256,098 |
Thereafter | 18,578 |
Principal Amount of Long-term Debt | $ 314,731 |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details Narrative) $ / shares in Units, $ in Thousands | Jun. 29, 2021USD ($)LicenseFleet | Jun. 25, 2021USD ($)$ / sharesshares | Jun. 24, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Jun. 30, 2021USD ($)Day$ / sharesshares | Jun. 30, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Patent license sales | $ 22,500 | $ 22,500 | |||||
Cash proceeds from issuance of Notes | $ 86,500 | ||||||
Convertible senior notes bear interest rate per annum | 16.00% | 16.00% | 16.00% | ||||
PIK interest | $ 300 | $ 258 | |||||
Transaction costs related to issuance of convertible senior notes | $ 6,569 | $ 20,061 | |||||
License Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Patent License Agreement term | 5 years | ||||||
Number of licenses sold | License | 3 | ||||||
Number of electric frac fleets build and operate | Fleet | 3 | ||||||
Licensed product value | $ 7,500 | ||||||
Patent license sales | $ 22,500 | ||||||
Maximum [Member] | License Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Number of licenses for build and operate | License | 20 | ||||||
Series A Redeemable Convertible Preferred Stock [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Exchange of Series A preferred stock for Convertible Senior Notes, Shares | shares | 30,390 | ||||||
Common Class A [Member] | Mandatory Conversion [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Weighted average price period | 20 days | ||||||
Debt instrument, convertible stock price | $ / shares | $ 2 | ||||||
Debt instrument, convertible, threshold trading days | Day | 10 | ||||||
Debt instrument convertible, threshold consecutive trading days | Day | 20 | ||||||
Series A or B Preferred Stock [Member] | Mandatory Conversion [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Preferred stock, shares issued | shares | 0 | 0 | 0 | ||||
Preferred stock, shares outstanding | shares | 0 | 0 | 0 | ||||
Cash Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of convertible senior notes | $ 19,000 | $ 45,000 | $ 39,000 | $ 39,000 | $ 39,000 | ||
Initial conversion price | $ / shares | $ 1.25 | $ 0.98 | |||||
Exchange Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of convertible senior notes | $ 19,000 | $ 20,000 | 39,000 | $ 39,000 | 39,000 | ||
Initial conversion price | $ / shares | $ 2 | $ 2 | |||||
Exchange Notes [Member] | Series A Redeemable Convertible Preferred Stock [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Exchange of Series A preferred stock for Convertible Senior Notes, Shares | shares | 14,802 | 15,588 | 30,390 | ||||
License Linked Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of convertible senior notes | $ 22,500 | ||||||
16.0% notes due 2026 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of convertible senior notes | $ 125,500 | $ 125,500 | $ 125,500 | ||||
Insurance premium interest rate | 16.00% | 16.00% | 16.00% | ||||
Debt instrument, maturity date | Jun. 5, 2026 | ||||||
Cash proceeds from issuance of Notes | $ 86,500 | ||||||
Debt instrument, unamortized premium | 1,900 | $ 1,900 | $ 1,900 | ||||
Debt instrument, unamortized discount | $ 16,100 | $ 16,100 | 16,100 | ||||
Transaction costs related to issuance of convertible senior notes | 4,000 | ||||||
Amortization expense is included in interest expense | $ 700 | ||||||
16.0% notes due 2026 [Member] | Common Class A [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Weighted average price period | 20 days |
Convertible Senior Notes (Det_2
Convertible Senior Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
PIK interest | $ 300 | $ 258 | |
Unamortized debt discount and issuance costs | (9,317) | (9,317) | $ (17,576) |
Net Convertible Senior Notes | 85,677 | 85,677 | |
Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Principal | 103,000 | 103,000 | |
PIK interest | 258 | ||
Unamortized debt premium | 1,898 | 1,898 | |
Unamortized debt discount and issuance costs | (19,479) | (19,479) | |
Net Convertible Senior Notes | $ 85,677 | $ 85,677 |
Mezzanine Equity (Details Narra
Mezzanine Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 25, 2021 | Jun. 24, 2021 | May 31, 2021 | Feb. 28, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | |||||||
Fair value of convertible senior notes | $ 91,200 | $ 91,200 | |||||
Exchange of Series A preferred stock for convertible senior notes | $ 8,936 | $ 8,936 | |||||
Series A Convertible Redeemable Preferred Stock Converted to Class A Common Stock [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Number of shares issued upon conversion | 3,782,285 | 3,782,285 | |||||
Series B Convertible Redeemable Preferred Stock Converted to Class A Common Stock [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Number of shares issued upon conversion | 79,512,587 | 79,512,587 | |||||
Exchange Notes [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Principal amount of convertible senior notes | $ 19,000 | $ 20,000 | $ 39,000 | $ 39,000 | |||
Cash Notes [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Principal amount of convertible senior notes | $ 19,000 | $ 45,000 | $ 39,000 | $ 39,000 | |||
Series A Redeemable Convertible Preferred Stock [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine Equity, par value | $ 0.0001 | $ 0.0001 | |||||
Exchange of Series A preferred stock for Convertible Senior Notes, Shares | 30,390 | ||||||
Reduction in carrying value of preferred stock | $ (33,700) | $ (33,716) | |||||
Fair value of convertible senior notes | 63,800 | 63,800 | |||||
Carrying amount of Convertible Senior Notes consideration received | 72,700 | 72,700 | |||||
Exchange of Series A preferred stock for convertible senior notes | $ 8,936 | $ 8,936 | |||||
Number of shares outstanding | 19,610 | 19,610 | 50,000 | ||||
Dividends accrued on preferred stock | $ 5,600 | ||||||
Series A Redeemable Convertible Preferred Stock [Member] | Exchange Notes [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Exchange of Series A preferred stock for Convertible Senior Notes, Shares | 14,802 | 15,588 | 30,390 | ||||
Series A Redeemable Convertible Preferred Stock [Member] | Cash Notes [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Cash proceeds from issuance of convertible senior notes | $ 39,000 | ||||||
Series A Redeemable Convertible Preferred Stock [Member] | Purchasers [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Purchase agreement closing date | May 24, 2019 | ||||||
Series B Redeemable Convertible Preferred Stock [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine Equity, par value | $ 0.0001 | $ 0.0001 | |||||
Number of shares outstanding | 21,038 | 21,038 | 22,050 | ||||
Dividends accrued on preferred stock | $ 3,500 | ||||||
Conversion of Series B preferred stock to Class A common stock, shares | 250 | 762 | 1,012 | ||||
Conversion of Series B preferred stock to Class A common stock, reduction in carrying value | $ 300 | $ 1,067 | |||||
Common Class A [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Number of Class A common stock converted from accrued dividends | 927,500 | 2,745,778 | 927,500 | 3,673,278 |
Mezzanine Equity (Details)
Mezzanine Equity (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
May 31, 2021 | Feb. 28, 2021 | Jun. 30, 2021 | Jun. 30, 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 | |||
Exchange of Series A preferred stock for Convertible Senior Notes, Shares | (30,390) | |||
Exchange of Series A preferred stock for Convertible Senior Notes | $ (33,700) | $ (33,716) | ||
Deemed and imputed dividends on Series A preferred stock | 750 | |||
Accrued preferred stock dividends | $ 3,811 | |||
Preferred stock as of June 30, 2021, shares | 19,610 | 19,610 | ||
Preferred stock as of June 30, 2021 | $ 21,820 | $ 21,820 | ||
Series B Redeemable Convertible 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 | (250) | (762) | (1,012) | |
Conversion of Series B preferred stock to Class A common stock | $ (300) | $ (1,067) | ||
Accrued preferred stock dividends | $ 1,522 | |||
Preferred stock as of June 30, 2021, shares | 21,038 | 21,038 | ||
Preferred stock as of June 30, 2021 | $ 23,141 | $ 23,141 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 19, 2021 | Jun. 26, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | 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 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Proceeds from issuance of common stock, net | $ 13,562 | $ 19,875 | |||||||||
Common Class A [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, authorized | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | |||||||
Common stock, issued | 93,377,516 | 93,377,516 | 93,377,516 | 72,515,342 | |||||||
Common stock, outstanding | 93,377,516 | 68,361,213 | 93,377,516 | 68,361,213 | 93,377,516 | 90,068,356 | 72,515,342 | 62,355,657 | 62,857,624 | ||
Shares issued | 2,381,660 | 5,529,622 | 15,006,317 | 5,529,622 | |||||||
Conversion of Class B common stock to Class A common stock (in shares) | 485,795 | 2,302,936 | 485,795 | ||||||||
Common Class A [Member] | ATM Agreement [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Shares issued | 2,381,660 | 0 | 15,006,317 | 15,798,575 | |||||||
Proceeds from issuance of common stock, net | $ 2,900 | $ 13,600 | $ 14,000 | ||||||||
Payments for commission | $ 100 | $ 400 | $ 400 | ||||||||
Common Class A [Member] | ATM Agreement [Member] | Piper Sandler & Co. [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common Stock, Shares Authorized | $ 10,300 | ||||||||||
Common stock, additional shares authorized | $ 39,700 | ||||||||||
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 | 1,000,000 | 1,000,000 | ||||||||
Closing price per share | $ 12 | $ 12 | $ 12 | ||||||||
Conversion of common stock consecutive trading period | 20 days | ||||||||||
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 | 609,677 | 609,677 | ||||||||
Closing price per share | $ 13.50 | $ 13.50 | $ 13.50 | ||||||||
Common Class B [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||
Common stock, issued | 0 | 0 | 0 | 0 | 2,302,936 | ||||||
Common stock, outstanding | 0 | 5,014,897 | 0 | 5,014,897 | 0 | 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) | (485,795) | (2,302,936) | (485,795) |
Earnings (Loss) Per Share - (De
Earnings (Loss) Per Share - (Details Narrative) - shares | Nov. 09, 2024 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 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 | 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 | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Basic net income (loss) per share | ||||
Net loss attributable to U.S. Well Services, Inc. | $ (17,716) | $ (19,505) | $ (38,282) | $ (185,323) |
Net loss attributable to cancellable Class A common stock | 316 | 471 | 721 | 4,703 |
Basic net loss attributable to U.S. Well Services, Inc. shareholders | (17,400) | (19,034) | (37,561) | (180,620) |
Dividends accrued on Series A preferred stock | (1,998) | (1,845) | (3,811) | (3,596) |
Dividends accrued on Series B preferred stock | (811) | (666) | (1,522) | (666) |
Deemed and imputed dividends on preferred stock | (286) | (5,142) | (750) | (12,114) |
Exchange of Series A preferred stock for Convertible Senior Notes | 8,936 | 8,936 | ||
Basic net loss attributable to U.S. Well Services, Inc. Class A common shareholders | $ (13,060) | $ (26,687) | $ (40,377) | $ (196,996) |
Weighted average shares outstanding | 90,202,949 | 66,620,619 | 85,419,935 | 63,424,948 |
Cancellable Class A common stock | (1,609,677) | (1,609,677) | (1,609,677) | (1,609,677) |
Basic and diluted weighted average shares outstanding | 88,593,272 | 65,010,942 | 83,810,258 | 61,815,271 |
Basic and diluted net income (loss) per share attributable to Class A common shareholders | $ (0.15) | $ (0.41) | $ (0.48) | $ (3.19) |
Series A Redeemable Convertible Preferred Stock [Member] | ||||
Basic net income (loss) per share | ||||
Dividends accrued on Series A preferred stock | $ (1,998) | $ (1,845) | $ (3,811) | $ (3,596) |
Deemed and imputed dividends on preferred stock | (286) | (5,142) | (750) | (12,114) |
Exchange of Series A preferred stock for Convertible Senior Notes | 8,936 | 8,936 | ||
Series B Redeemable Convertible Preferred Stock [Member] | ||||
Basic net income (loss) per share | ||||
Dividends accrued on Series B preferred stock | (811) | $ (666) | (1,522) | $ (666) |
Deemed and imputed dividends on preferred stock | $ (1,501) | $ (5,669) |
Earnings (Loss) Per Share (De_2
Earnings (Loss) Per Share (Details1) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded as anti-dilutive | 200,427,380 | 107,372,746 | 200,427,380 | 107,372,746 |
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 | 877,266 | 877,266 | 877,266 |
Anti-dilutive Warrants [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded as anti-dilutive | 15,317,038 | 16,658,427 | 15,317,038 | 16,658,427 |
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 | 1,675,825 | 1,079,249 | 1,675,825 |
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 | 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 | 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 | 5,014,897 | 5,014,897 | ||
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 | 3,782,285 | 9,392,230 | 3,782,285 | 9,392,230 |
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 | 79,512,587 | 73,754,101 | 79,512,587 | 73,754,101 |
Convertible Senior Notes [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded as anti-dilutive | 80,822,372 | 80,822,372 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 2,010 | $ 1,403 | $ 3,661 | $ 3,481 |
Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 876 | 1,188 | 1,701 | 3,012 |
Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 216 | $ 215 | 430 | $ 469 |
DSUs [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 246 | 492 | ||
Pool A awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 395 | 481 | ||
Pool B Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 277 | $ 557 |
Share-Based Compensation (Paren
Share-Based Compensation (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 2,010 | $ 1,403 | $ 3,661 | $ 3,481 |
Cost of Services [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 276 | 284 | 474 | 1,202 |
Selling, General and Administrative Expenses [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 1,734 | $ 1,119 | $ 3,187 | $ 2,279 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details 1) - Restricted Stock [Member] | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Beginning balance | shares | 1,449,287 |
Number of shares, Vested | shares | (353,378) |
Number of shares, Forfeited | shares | (16,660) |
Number of 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 ($) $ in Millions | Jan. 01, 2021 | Jun. 30, 2021 | Jun. 30, 2021 |
Restricted Stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation to be recognized | $ 5.5 | $ 5.5 | |
Period for recognition of unrecognized compensation cost | 1 year 8 months 4 days | ||
Stock Options [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation to be recognized | 1.5 | $ 1.5 | |
Period for recognition of unrecognized compensation cost | 1 year 8 months 15 days | ||
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 6 months | ||
Stock-based compensation to be recognized | 1.5 | $ 1.5 | |
Pool A Performance Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of award liability | 2.8 | 2.8 | |
Additional compensation cost | 0.1 | $ 0.2 | |
Pool B Performance Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Period for recognition of unrecognized compensation cost | 1 year 6 months | ||
Stock-based compensation to be recognized | $ 1.7 | $ 1.7 | |
Ratio of fair value of award vested | one-third | ||
Fair value of award vested | $ 1.1 | ||
Fair value of award unvested | $ 2.2 |
Share-Based Compensation (Det_4
Share-Based Compensation (Details 2) - Stock Options [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, Beginning balance | 877,266 | |
Shares, Ending balance | 877,266 | 877,266 |
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 8 months 15 days | 5 years 2 months 15 days |
Weighted average remaining contractual term, Exercisable | 4 years 8 months 15 days |
Share-Based Compensation (Det_5
Share-Based Compensation (Details 3) - Anti-dilutive Deferred Stock Units [Member] | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Beginning balance | shares | 8,911,858 |
Number of shares, Vested | shares | (2,970,619) |
Number of 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 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Income Taxes [Line Items] | ||||
Effective tax rate on continuing operations | (0.07%) | |||
Uncertain tax positions | $ 0 | $ 0 | $ 0 | |
CARES Act [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss, amount claim for refund | $ 800,000 | |||
Net operating loss, amount claim for refund received | $ 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 Thousands | Jun. 28, 2021 | Jun. 17, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 29, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | ||||||||
Purchase Obligation | $ 6,100 | $ 6,100 | ||||||
Contracted volumes | 8,300 | 8,300 | ||||||
Rent expense | 333 | $ 525 | 629 | $ 1,187 | ||||
Estimated claims incurred, but not reported | 400 | 400 | $ 200 | |||||
Cost of Services [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Rent expense | 271 | 330 | 496 | 803 | ||||
Selling, General and Administrative Expenses [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Rent expense | $ 62 | $ 195 | $ 133 | $ 384 | ||||
Minimum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Term of operating leases for facilities | 36 months | 36 months | ||||||
Maximum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Term of operating leases for facilities | 76 months | 76 months | ||||||
Equipment Purchase and Sale Agreement [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Purchase Obligation | $ 61,500 | |||||||
Deposits on equipment purchases | 12,300 | |||||||
Equipment purchase commitment in two years (due through end of 2023) | 49,200 | |||||||
Equipment purchase commitment in 2022 | 32,800 | |||||||
Equipment purchase commitment in 2023 | $ 16,400 | |||||||
Smart Sand Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Damage claims | $ 54,000 | |||||||
Claims awarded | $ 51,000 | |||||||
Smart Sand Litigation [Member] | Settlement Agreement [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Damages paid | $ 35,000 | $ 35,000 | ||||||
Actions taken by defendant | On June 28, 2021, the Company entered into a Settlement Agreement and Release (the “Settlement Agreement”) with Smart Sand, pursuant to which the Company and Smart Sand reached a settlement of all matters in dispute. Pursuant to the Settlement Agreement, the Company agreed to pay $35.0 million in cash and to provide Smart Sand certain rights of first refusal related to the supply of frac sand for a period of two years (the “Settlement”). |
Commitments and Contingencies -
Commitments and Contingencies - (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Commitments And Contingencies Disclosure [Abstract] | |||
Operating Leases, Remainder of 2021 | $ 471 | ||
Operating Leases, 2022 | 828 | ||
Operating Leases, 2023 | 308 | ||
Operating Leases, 2024 | 258 | ||
Operating Leases, 2025 | 67 | ||
Operating Leases, Total minimum future rentals | 1,932 | ||
Capital Leases, Remainder of 2021 | 182 | ||
Capital Leases, 2022 | 364 | ||
Capital Leases, 2023 | 364 | ||
Capital Leases, 2024 | 358 | ||
Capital Leases, 2025 | 50 | ||
Capital Leases, Total minimum future rentals | $ 289,478 | $ 283,902 | $ 1,318 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Millions | Jun. 24, 2021 | Apr. 01, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Series A Convertible Redeemable Preferred Stock [Member] | ||||
Proceeds from issuance of Series B preferred stock, shares | 19,610 | 50,000 | ||
Series B Convertible Redeemable Preferred Stock [Member] | ||||
Proceeds from issuance of Series B preferred stock, shares | 21,038 | 22,050 | ||
Series B Convertible Redeemable Preferred Stock [Member] | Crestview Partners (“Crestview”) [Member] | Rockwater Energy Solutions [Member] | ||||
Proceeds from issuance of Series B preferred stock, shares | 11,500 | |||
Amount of stock held by related party | $ 11.5 | |||
Series B Convertible Redeemable Preferred Stock [Member] | TCW Group Inc [Member] | Rockwater Energy Solutions [Member] | ||||
Proceeds from issuance of Series B preferred stock, shares | 6,500 | |||
Amount of stock held by related party | $ 6.5 | |||
Series B Convertible Redeemable Preferred Stock [Member] | David Matlin [Member] | Rockwater Energy Solutions [Member] | ||||
Proceeds from issuance of Series B preferred stock, shares | 1,878 | |||
Amount of stock held by related party | $ 1.9 | |||
Convertible Senior Notes [Member] | Crestview Partners (“Crestview”) [Member] | ||||
Amount of debt held by related party | $ 40 | |||
Proceeds from related party debt | $ 20 | |||
Convertible Senior Notes [Member] | Series A Convertible Redeemable Preferred Stock [Member] | Crestview Partners (“Crestview”) [Member] | ||||
Exchange of Series A preferred stock for Convertible Senior Notes, Shares | 15,588 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Jul. 27, 2021 | Jul. 13, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Jul. 01, 2021 |
Diesel Fracturing Equipment [Member] | |||||
Subsequent Event [Line Items] | |||||
Assets held for sale | $ 14,700,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from sale of assets classified as held for sale | $ 18,000,000 | ||||
Subsequent Event [Member] | Diesel Fracturing Equipment [Member] | |||||
Subsequent Event [Line Items] | |||||
Assets held for sale | $ 8,100,000 | ||||
16.0% notes due June 2026 [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount of convertible senior notes | $ 125,500,000 | ||||
Debt instrument, maturity date | Jun. 5, 2026 | ||||
16.0% notes due June 2026 [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount of convertible senior notes | $ 5,000,000 | $ 6,000,000 | |||
Debt instrument, maturity date | Jun. 5, 2026 | Jun. 5, 2026 | |||
Initial conversion price | $ 0.98 | $ 1.25 |