Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 01, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
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 | 52,351,768 | |
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 | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 29,860 | $ 3,693 |
Restricted cash | 735 | 1,569 |
Accounts receivable (net of allowance for doubtful accounts of $0 and $12,000 as of September 30, 2021 and December 31, 2020, respectively) | 38,362 | 44,393 |
Inventory, net | 5,571 | 7,965 |
Assets held for sale | 16,687 | |
Prepaids and other current assets | 10,034 | 10,707 |
Total current assets | 101,249 | 68,327 |
Property and equipment, net | 217,883 | 235,332 |
Intangible assets, net | 12,742 | 13,466 |
Goodwill | 4,971 | 4,971 |
Other assets | 1,505 | 1,127 |
TOTAL ASSETS | 338,350 | 323,223 |
Current liabilities: | ||
Accounts payable | 33,455 | 36,362 |
Accrued expenses and other current liabilities | 11,963 | 14,781 |
Notes payable | 3,848 | 998 |
Current portion of long-term debt | 5,000 | 10,000 |
Current portion of equipment financing | 3,658 | 3,519 |
Current portion of capital lease obligations | 484 | 54 |
Total current liabilities | 58,408 | 65,714 |
Warrant liabilities | 6,867 | 1,619 |
Long-term debt | 242,460 | 274,555 |
Convertible senior notes | 100,863 | |
Long-term equipment financing | 6,552 | 9,347 |
Long-term capital lease obligations | 1,309 | 0 |
Other long-term liabilities | 7,524 | 3,539 |
Total liabilities | 423,983 | 354,774 |
Commitments and contingencies (NOTE 17) | ||
Stockholders' deficit: | ||
Additional paid in capital | 261,837 | 217,217 |
Accumulated deficit | (370,292) | (322,431) |
Total Stockholders' deficit | (108,450) | (105,212) |
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT | 338,350 | 323,223 |
Series A Convertible Redeemable Preferred Stock [Member] | ||
Mezzanine equity: | ||
Redeemable Convertible Preferred Stock | 22,817 | 50,975 |
Series B Convertible Redeemable Preferred Stock [Member] | ||
Mezzanine equity: | ||
Redeemable Convertible Preferred Stock | 0 | 22,686 |
Common Class A [Member] | ||
Stockholders' deficit: | ||
Common stock | $ 5 | $ 2 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Allowance for doubtful accounts | $ | $ 0 | $ 12,000,000 |
Reverse stock split ratio | 0.2857142857 | |
Series A Convertible Redeemable Preferred Stock [Member] | ||
Mezzanine Equity, par value | $ / shares | $ 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 | $ | $ 26,225,000 | $ 60,418,000 |
Common Class A [Member] | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 400,000,000 | 400,000,000 |
Common stock, issued | 52,352,178 | 20,718,659 |
Common stock, outstanding | 52,352,178 | 20,718,659 |
Reverse stock split ratio | 0.2857142857 | |
Common Class B [Member] | ||
Common stock, par value | $ / shares | $ 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 | $ / shares | $ 0.0001 | $ 0.0001 |
Mezzanine Equity, authorized | 22,050 | 22,050 |
Mezzanine Equity, issued | 0 | 22,050 |
Mezzanine Equity, outstanding | 0 | 22,050 |
Mezzanine Equity, liquidation preference | $ | $ 0 | $ 24,100,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Income Statement [Abstract] | |||||
Revenue | $ 56,477 | $ 44,042 | $ 211,534 | $ 195,914 | |
Costs and expenses: | |||||
Cost of services (excluding depreciation and amortization) | 58,115 | 31,157 | 179,998 | 145,321 | |
Depreciation and amortization | 6,980 | 16,393 | 27,922 | 65,759 | |
Selling, general and administrative expenses | 11,142 | 6,098 | 25,746 | 30,376 | |
Impairment of long-lived assets | 147,543 | ||||
Litigation settlement | 35,000 | ||||
Loss (gain) on disposal of assets | (12,001) | 755 | (10,110) | 5,852 | |
Loss from operations | (7,759) | (10,361) | (47,022) | (198,937) | |
Interest expense, net | (10,634) | (5,748) | (24,150) | (19,369) | |
Change in fair value of warrant liabilities | (2,052) | 1,783 | (5,235) | 6,972 | |
Patent license sales | 22,500 | ||||
Gain on extinguishment of debt, net | 6,645 | 5,806 | |||
Other income | 117 | 30 | 169 | 81 | |
Loss before income taxes | (9,579) | (14,296) | (47,932) | (211,253) | |
Income tax benefit | (87) | (27) | (824) | ||
Net loss | (9,579) | (14,209) | (47,905) | (210,429) | |
Net loss attributable to noncontrolling interest | (51) | (44) | (10,948) | ||
Net loss attributable to U.S. Well Services, Inc. | (9,579) | (14,158) | (47,861) | (199,481) | |
Dividends accrued on Series A preferred stock | (997) | (1,854) | (4,808) | (5,450) | |
Dividends accrued on Series B preferred stock | (3,069) | (681) | (4,591) | (1,347) | |
Deemed and imputed dividends on Series A preferred stock | (464) | (750) | (12,578) | ||
Deemed dividends on Series B preferred stock | (1,509) | (7,178) | |||
Exchange of Series A preferred stock for convertible senior notes | 8,936 | ||||
Net loss attributable to U.S. Well Services, Inc. common stockholders | $ (15,154) | $ (17,157) | $ (56,252) | $ (218,856) | |
Loss per common share (See Note 14): | |||||
Basic and diluted | [1] | $ (0.50) | $ (0.88) | $ (2.14) | $ (11.80) |
Weighted average common shares outstanding: | |||||
Basic and diluted | [1] | 29,802,161 | 19,047,711 | 25,919,364 | 18,123,059 |
[1] | Prior periods have been adjusted to reflect the 1-for- 3.5 reverse stock split on September 30, 2021. See Note 2, Reverse Stock Split, for details. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) | Sep. 30, 2021 |
Income Statement [Abstract] | |
Reverse stock split ratio | 0.2857142857 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (47,905) | $ (210,429) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||
Depreciation and amortization | 27,922 | 65,759 |
Change in fair value of warrant liabilities | 5,235 | (6,972) |
Impairment of long-lived assets | 147,543 | |
Provision for losses on accounts receivable | 9 | 9,031 |
Provision for losses on inventory obsolescence | 2,428 | 603 |
Loss (gain) on disposal of assets | (10,110) | 5,852 |
Convertible senior notes converted into sales of patent licenses | (22,500) | |
Amortization of debt discount, premium and issuance costs | 5,131 | 3,372 |
Paid-in-kind interest on convertible senior notes | 4,827 | |
Gain on extinguishment of debt, net | 5,806 | |
Share-based compensation expense | 9,517 | 4,519 |
Changes in assets and liabilities: | ||
Accounts receivable | 6,022 | 34,096 |
Inventory | (34) | 1,128 |
Prepaids and other current assets | (6,649) | 5,979 |
Accounts payable | 3,408 | (22,375) |
Accrued liabilities | (3,213) | (8,360) |
Accrued interest | 11,465 | (10,657) |
Net cash provided by (used in) operating activities | (20,253) | 19,089 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (47,565) | (43,948) |
Proceeds from sale of property and equipment and insurance proceeds from damaged property and equipment | 32,933 | 15,778 |
Net cash used in investing activities | (14,632) | (28,170) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from revolving credit facility | 28,589 | 25,723 |
Repayments of revolving credit facility | (29,950) | (51,034) |
Proceeds from issuance of long-term debt | 3,004 | 10,000 |
Repayments of long-term debt | (44,896) | (2,500) |
Payment of fees related to debt extinguishment | (523) | |
Proceeds from issuance of convertible senior notes | 97,500 | |
Proceeds from issuance of notes payable | 9,139 | |
Repayments of notes payable | (6,289) | (6,201) |
Repayments of amounts under equipment financing | (2,656) | (2,349) |
Principal payments under capital lease obligations | (205) | (4,272) |
Proceeds from issuance of common stock, net | 13,562 | 19,596 |
Deferred financing costs | (7,057) | (20,248) |
Net cash provided by (used in) financing activities | 60,218 | (31,285) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 25,333 | (40,366) |
Cash and cash equivalents and restricted cash, beginning of period | 5,262 | 41,404 |
Cash and cash equivalents and restricted cash, end of period | 30,595 | 1,038 |
Supplemental cash flow disclosure: | ||
Interest paid | 2,004 | 25,865 |
Income tax paid | 0 | 144 |
Non-cash investing and financing activities: | ||
Exchange of Series A preferred stock for convertible senior notes | 24,780 | |
Deemed and imputed dividends on preferred stock | 750 | 12,578 |
Changes in accrued and unpaid capital expenditures | 6,316 | 12,149 |
Assets under capital lease obligations | 1,769 | |
Common Class A [Member] | ||
Non-cash investing and financing activities: | ||
Issuance of stock to senior secured term loan lenders | 0 | 1,438 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Non-cash investing and financing activities: | ||
Issuance of stock to senior secured term loan lenders | 0 | 1,050 |
Conversion of preferred stock to Class A common stock | 27,277 | |
Deemed and imputed dividends on preferred stock | 7,178 | |
Dividends accrued on preferred stock | 4,591 | 1,347 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Non-cash investing and financing activities: | ||
Conversion of preferred stock to Class A common stock | 0 | 2,895 |
Deemed and imputed dividends on preferred stock | 750 | 12,578 |
Dividends accrued on preferred stock | $ 4,808 | $ 5,450 |
CONDENSED CONSOLIDATED STATEM_4
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 | $ 225,385 | $ (93,091) | $ 10,633 | $ 2 | $ 1 |
Balance (in shares) at Dec. 31, 2019 | 17,959,321 | 5,500,692 | ||||
Class A common stock issuance | 1,438 | 1,438 | ||||
Class A common stock issuance (in shares) | 1,580,006 | |||||
Conversion of Class B common stock to Class A common stock | 1 | $ (1) | ||||
Conversion of Class B common stock to Class A common stock (in shares) | 913,645 | (3,197,756) | ||||
Conversion of Series A, Series B preferred stock to Class A common stock | 2,895 | 2,895 | ||||
Conversion of Series A, Series B preferred stock to Class A common stock (in shares) | 149,707 | |||||
Share-based compensation | 4,519 | 4,204 | 315 | |||
Tax withholding related to vesting of share-based compensation | (70) | (70) | ||||
Tax withholding related to vesting of share-based compensation (in shares) | (44,073) | |||||
Restricted stock forfeitures (in shares) | (154,648) | |||||
Deemed and imputed dividends on Series A preferred stock | (12,578) | (12,578) | ||||
Accrued Series A preferred stock dividends | (5,450) | (5,450) | ||||
Accrued Series B preferred stock dividends | (1,347) | (1,347) | ||||
Net loss | (210,429) | (199,481) | (10,948) | |||
Balance at Sep. 30, 2020 | (78,092) | 214,478 | (292,572) | $ 2 | ||
Balance (in shares) at Sep. 30, 2020 | 20,403,958 | 2,302,936 | ||||
Balance at Jun. 30, 2020 | (64,816) | 213,596 | (278,414) | $ 2 | ||
Balance (in shares) at Jun. 30, 2020 | 19,531,768 | 5,014,897 | ||||
Class A common stock issuance (in shares) | 114 | |||||
Conversion of Class B common stock to Class A common stock (in shares) | 774,846 | (2,711,961) | ||||
Conversion of Series A, Series B preferred stock to Class A common stock | 2,895 | 2,895 | ||||
Conversion of Series A, Series B preferred stock to Class A common stock (in shares) | 149,707 | |||||
Share-based compensation | 1,037 | 986 | 51 | |||
Restricted stock forfeitures (in shares) | (52,477) | |||||
Deemed and imputed dividends on Series A preferred stock | (464) | (464) | ||||
Accrued Series A preferred stock dividends | (1,854) | (1,854) | ||||
Accrued Series B preferred stock dividends | (681) | (681) | ||||
Net loss | (14,209) | (14,158) | (51) | |||
Balance at Sep. 30, 2020 | (78,092) | 214,478 | (292,572) | $ 2 | ||
Balance (in shares) at Sep. 30, 2020 | 20,403,958 | 2,302,936 | ||||
Balance at Dec. 31, 2020 | (105,212) | 217,217 | (322,431) | $ 2 | ||
Balance (in shares) at Dec. 31, 2020 | 20,718,659 | 2,302,936 | ||||
Class A common stock issuance | 13,242 | 13,241 | $ 1 | |||
Class A common stock issuance (in shares) | 4,287,519 | |||||
Class A common stock issuance for reverse stock split round up (in shares) | 24,197 | |||||
Conversion of Class B common stock to Class A common stock (in shares) | 657,982 | (2,302,936) | ||||
Conversion of Series A, Series B preferred stock to Class A common stock | 27,277 | 27,275 | $ 2 | |||
Conversion of Series A, Series B preferred stock to Class A common stock (in shares) | 26,615,215 | |||||
Exchange of Series A preferred stock for convertible senior notes | 8,936 | 8,936 | ||||
Share-based compensation | 5,511 | 5,467 | 44 | |||
Tax withholding related to vesting of share-based compensation | (150) | (150) | ||||
Tax withholding related to vesting of share-based compensation (in shares) | (29,628) | |||||
Restricted stock grants (in shares) | 88,025 | |||||
Restricted stock forfeitures (in shares) | (9,791) | |||||
Deemed and imputed dividends on Series A preferred stock | (750) | (750) | ||||
Accrued Series A preferred stock dividends | (4,808) | (4,808) | ||||
Accrued Series B preferred stock dividends | (4,591) | (4,591) | ||||
Net loss | (47,905) | (47,861) | $ (44) | |||
Balance at Sep. 30, 2021 | (108,450) | 261,837 | (370,292) | $ 5 | $ 0 | |
Balance (in shares) at Sep. 30, 2021 | 52,352,178 | 0 | ||||
Balance at Jun. 30, 2021 | (123,345) | 237,365 | (360,713) | $ 3 | $ 0 | |
Balance (in shares) at Jun. 30, 2021 | 26,679,279 | 0 | ||||
Class A common stock issuance for reverse stock split round up (in shares) | 24,197 | |||||
Conversion of Series A, Series B preferred stock to Class A common stock | 26,209 | 26,207 | $ 2 | |||
Conversion of Series A, Series B preferred stock to Class A common stock (in shares) | 25,565,707 | |||||
Share-based compensation | 2,331 | 2,331 | ||||
Restricted stock grants (in shares) | 88,025 | |||||
Restricted stock forfeitures (in shares) | (5,030) | |||||
Accrued Series A preferred stock dividends | (997) | (997) | ||||
Accrued Series B preferred stock dividends | (3,069) | (3,069) | ||||
Net loss | (9,579) | (9,579) | ||||
Balance at Sep. 30, 2021 | $ (108,450) | $ 261,837 | $ (370,292) | $ 5 | $ 0 | |
Balance (in shares) at Sep. 30, 2021 | 52,352,178 | 0 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Parenthetical) | Sep. 30, 2021 |
Statement of Stockholders' Equity [Abstract] | |
Reverse stock split ratio | 0.2857142857 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 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 electric powered pressure pumping services for oil and natural gas exploration and production (“E&P”) companies in the United States. The process of well stimulation involves pumping a pressurized stream of 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 stimulation process, “propping” them open to facilitate the flow of hydrocarbons from the reservoir to the well. The Company’s fleets consist of all-electric, mobile well stimulation equipment and other auxiliary heavy equipment to perform stimulation services. The Company's Clean Fleet ® well stimulation fleets replace the traditional engines, transmissions, and radiators used in conventional diesel fleets with electric motors powered by electricity generated by natural gas-fueled turbine generators. The Company utilizes high-pressure well stimulation pumps mounted on trailers and refers to the group of pump trailers and other equipment necessary to perform a typical job as a “fleet” and the personnel assigned to each fleet as a “crew”. In May 2021, the Company announced its commitment to becoming an all-electric pressure pumping services provider and in August 2021, the Company ceased operations of its last active conventional diesel fleet, marking its exit from the conventional diesel pressure pumping market. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 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 September 30, 2021 and December 31, 2020, and for the three and nine months ended September 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 nine months ended September 30, 2021 are not necessarily indicative of the results of operations expected for the entire fiscal year ended December 31, 2021. Reverse Stock Split At the annual meeting of the Company’s stockholders held on May 14, 2021, the Company’s stockholders approved a proposal to amend the Company’s certificate of incorporation to effect a reverse stock split at a ratio to be determined by the Company’s Board of Directors within a specified range. On September 30, 2021, the Company effected a 1-for-3.5 reverse split of its Class A common stock . All owners of record as of September 30, 2021 received one issued and outstanding share of the Company’s Class A common stock in exchange for three and one half outstanding shares of the Company’s Class A common stock. No fractional shares of Class A common stock were issued as a result of the reverse stock split. Any fractional shares in connection with the reverse stock split were rounded up to the nearest whole share and no stockholders received cash in lieu of fractional shares. The reverse stock split had no impact on the number of shares of Class A common stock the Company is authorized to issue pursuant to its certificate of incorporation or on the par value per share of the Class A common stock. Proportional adjustments were made to the number of shares of Class A common stock issuable upon exercise or conversion of the Company's equity awards, convertible preferred stock and warrants, as well as the applicable exercise price. All share and per share information included in this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the impact of the reverse stock split. 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 $ 729 and $ 6 , respectively, as of September 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: September 30, 2021 2020 Cash and cash equivalents $ 29,860 $ 519 Restricted cash 735 519 Cash and cash equivalents and restricted cash $ 30,595 $ 1,038 Inventory Inventory consists of proppant, chemicals, and other consumable materials and supplies used in our pressure pumping 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 nine months ended September 30, 2021, the Company recorded $ 2.4 million of reserves for losses on inventory obsolescence primarily related to conventional diesel parts. During the nine months ended September 30, 2021, the Company recorded write-downs of $ 1.5 million related to obsolete inventory parts. As of September 30, 2021 and December 31, 2020 , the Company had established inventory reserves of $ 1.3 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 well stimulation 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 pressure pumping 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, subsequent 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 nine months ended September 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 . The classification of derivative instruments, including whether such instruments should be recorded as liabilities or equity is evaluated pursuant to ASC 815-40, 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 consolidated statements of operations. 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 conversion feature is immediately exercisable, the discount is fully amortized at the date of issuance. Fair Value of Financial Instruments Fair value is defined under ASC 820, Fair Value Measurement , as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels are defined as follows: 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 September 30, 2021 and December 31, 2020: Senior Secured Term Loan . The fair value of the Senior Secured Term Loan is $ 160.7 million and $ 198.0 million as of September 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 September 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 September 30, 2021 , the fair value of the Convertible Senior Notes is $ 96.8 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 License Agreement (the “License Agreement”), which provides the licensee a five-year option to purchase up to 20 licenses to build and operate electric well stimulation fleets using the Company’s patented Clean Fleet ® technology (the “licenses”). Upon entry into the License Agreement, the Company sold three licenses to build and operate three electric well stimulation fleets, each valued at $ 7.5 million. The sales of the right to use the Company’s patented Clean Fleet ® technology 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 patented Clean Fleet ® technology 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 nine months ended September 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 September 30, 2021 , the Company did no t 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 September 30, 2021 2020 Customer B * 23.6 % Customer C 14.9 % 21.5 % Customer E 16.7 % 18.0 % Customer F 17.6 % 26.0 % Customer I 21.1 % * Nine Months Ended September 30, 2021 2020 Customer A * 13.5 % Customer B * 17.1 % Customer C 12.5 % 17.5 % Customer E 17.7 % 13.7 % Customer F 18.6 % 17.1 % Customer H 11.1 % * An asterisk indicates that revenue is less than ten percent. The following table shows the percentage of trade receivables from our significant customers: September 30, 2021 December 31, 2020 Customer B * 32.2 % Customer C 13.2 % 17.0 % Customer D 13.2 % * Customer E 25.1 % * Customer F * 12.7 % Customer G * 12.5 % Customer H * 13.5 % Customer I 29.0 % * An asterisk indicates that trade receivable is less than ten percent. Income Taxes The Company, under ASC 740, Accounting for Income Taxes , uses the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more likely than not the deferred tax assets will not be realized. 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 September 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 | 9 Months Ended |
Sep. 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 nine months ended September 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, requiring a customer in a cloud computing arrangement that is a service contract to follow the guidance in ASC 350-40 in determining the requirements for capitalizing implementation costs incurred to develop or obtain internal-use-software. The new guidance will be effective for emerging growth companies for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted. The Company adopted ASU 2018-15 on January 1, 2021, and the adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. |
Prepaids and Other Current Asse
Prepaids and Other Current Assets | 9 Months Ended |
Sep. 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: September 30, 2021 December 31, 2020 Prepaid insurance $ 6,595 $ 3,162 Recoverable costs from insurance - 4,635 Income tax receivable 757 1,567 Other current assets 2,682 1,343 Total prepaid expenses and other current assets $ 10,034 $ 10,707 During the nine months ended September 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. In October 2021, we received approval of additional insurance proceeds of $ 2.8 million related to equipment damaged in the third quarter of 2020, of which we received $ 2.2 million on November 8, 2021. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS A summary of intangible assets consisted of the following: Estimated Gross Accumulated Net Book As of September 30, 2021 Trademarks 10 $ 1,415 $ 310 $ 1,105 Patents 20 12,775 1,138 11,637 $ 14,190 $ 1,448 $ 12,742 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 $ 0.2 million for the three months ended September 30, 2021 and 2020 , and $ 0.7 million and $ 0.8 million for the nine months ended September 30, 2021 and 2020, respectively, which was included as part of depreciation and amortization in the condensed consolidated statements of operations. As of September 30, 2021, the estimated amortization expense for future periods is as follows: Fiscal Year Estimated Remainder of 2021 $ 242 2022 966 2023 966 2024 966 2025 966 Thereafter 8,636 Total $ 12,742 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 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 September 30, 2021 December 31, 2020 Pressure pumping equipment 1.5 to 25 $ 239,077 $ 263,869 Light duty vehicles (1) 5 4,442 2,483 Furniture and fixtures 5 67 67 IT equipment 3 1,331 1,676 Auxiliary equipment 2 to 20 12,552 11,058 Leasehold improvements Term of lease 287 287 257,756 279,440 Less: Accumulated depreciation and amortization ( 39,873 ) ( 44,108 ) Property and equipment, net $ 217,883 $ 235,332 (1) As of September 30, 2021 and December 31, 2020 , the Company had capitalized $ 2.4 million and $ 0.3 million, respectively, related to capital leases and the accumulated depreciation was $ 275 and $ 31 , respectively. Depreciation and amortization expense related to property and equipment was $ 6.7 million and $ 16.2 million for the three months ended September 30, 2021 and 2020 , respectively, and $ 27.2 million and $ 64.9 million for the nine months ended September 30, 2021 and 2020, respectively. Assets Sales In May 2021, the Company announced its commitment to becoming an all-electric pressure pumping services provider and in August 2021, the Company ceased operations of its last active conventional diesel fleet, marking its exit from the conventional diesel pressure pumping market. As a result, the Company has been executing a plan to sell its diesel pressure pumping equipment. As of September 30, 2021 , the Company has classified $ 16.7 million in net book value of diesel pressure pumping equipment, that is anticipated to be sold in the next 12 months, as assets held for sale on the condensed consolidated balance sheet. During the nine months ended September 30, 2021 , the Company received $ 26.6 million in proceeds from the sale of property and equipment, of which $ 23.4 million was for assets classified as held for sale. Subsequent to September 30, 2021, the Company received $ 41.1 million in proceeds from the sale of property and equipment, of which $ 6.0 million was for assets classified as assets held for sale. The Company used the proceeds received from the asset sales to pay down the principal of its Senior Secured Term Loan. The Company recognized a gain of $ 12.0 million and $ 10.1 million from disposal of assets for the three and nine months ended September 30, 2021 , respectively, and a loss of $ 0.8 million and $ 5.9 million for the three and nine months ended September 30, 2020 , respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 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: September 30, 2021 December 31, 2020 Accrued payroll and benefits $ 5,830 $ 7,208 Accrued taxes 4,437 5,380 Accrued interest 425 317 Other current liabilities 1,271 1,876 Accrued expenses and other current liabilities $ 11,963 $ 14,781 |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liabilities | NOTE 8 – WARRANT LIABILITIES Warrants As of September 30, 2021 , a total of 19,167,417 public warrants and private placement warrants were outstanding, and exercisable for an aggregate of 2,738,202 shares of Class A common stock. Each public warrant and private placement warrant entitles its holder to purchase one-seventh of a share of Class A common stock at an exercise price of $ 5.75 per warrant ( $ 40.25 per 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 nine months ended September 30, 2021 , the Company issued 444,444 and 1,333,332 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 September 30, 2021 , 6,177,773 Series A warrants were outstanding pursuant to the Series A preferred stock purchase agreement, and exercisable for 1,765,078 shares of Class A common stock. The Series A warrants entitle its holders to purchase two-sevenths of a share of Class A common stock at an exercise price of $ 7.66 per warrant ($ 26.81 per full share equivalent), to be exercised only for a whole number of shares of Class A common stock. The Series A warrants 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 Other Observable Inputs Unobservable Inputs Total As of September 30, 2021 Public warrants $ 1,399 $ - $ - $ 1,399 Private placement warrants - 1,440 - 1,440 Series A warrants - 4,028 - 4,028 $ 1,399 $ 5,468 $ - $ 6,867 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 September 30, 2021 Expected remaining life 2.1 years 4.2 years Volatility rate 176.3 % 176.3 % Risk-free interest rate 0.3 % 0.8 % 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 | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 9 – NOTES PAYABLE During the nine months ended September 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 September 30, 2021 , the Company had a remaining balance of $ 3.8 million related to the notes payable. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 10 – DEBT Long-term debt consisted of the following: September 30, 2021 December 31, 2020 Senior Secured Term Loan $ 201,353 $ 246,250 ABL Credit Facility 22,350 23,710 PPP Loan - 10,000 USDA Loan 25,000 21,996 Equipment financing 10,210 12,866 Capital leases 1,793 229 Total debt principal balance 260,706 315,051 Unamortized debt discount and issuance costs ( 1,243 ) ( 17,576 ) Current maturities ( 9,142 ) ( 13,573 ) Net Long-term debt $ 250,321 $ 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. 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 . The subsequent amendments, including the Fifth Term Loan Amendment, did not result in a significant modification or extinguishment resulting in no change in accounting for the Senior Secured Term Loan. In connection with the Fifth Term Loan Amendment, the Company paid $ 3.0 million to the lenders under the Senior Secured Term Loan, which was accounted for as a debt discount and is amortized to interest expense using the effective interest method over the remaining term of the Senior Secured Term Loan. During the nine months ended September 30, 2021 , the Company made principal payments of $ 44.9 million, which included prepayments of $ 38.6 million driven primarily by asset sales. The early repayment of debt resulted in a write-off of $ 3.8 million of unamortized debt discount and issuance costs and prepayment fees of $ 0.5 million, all of which were presented as loss on extinguishment of debt in the condensed consolidated statements of operations. As of September 30, 2021 , the outstanding principal balance of the Senior Secured Term Loan was $ 201.4 million, of which $ 5.0 million was due within one year from the balance sheet date. Subsequent to September 30, 2021, the Company made additional prepayments of $ 44.6 million on the Senior Secured Term Loan. As of November 8, 2021, the outstanding principal balance of the Senior Secured Term Loan was $ 156.8 million. 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. On September 30, 2021 , the borrowing base was $ 39.2 million and the outstanding revolver loan balance was $ 22.3 million, classified as long-term debt in the condensed consolidated balance sheets. Paycheck Protection Program ("PPP") Loan In July 2020, the Company received an unsecured loan (the “PPP Loan”) in the principal amount of $ 10.0 million that bore interest at a rate of 1.0 % per annum and matured in five years under the Paycheck Protection Program from a commercial bank. In August 2021, the Company was notified that the principal amount of $ 10.0 million and accrued interest of $ 0.1 million with respect to the PPP Loan had been forgiven. The loan amount and accrued interest was recognized as a gain on extinguishment of debt in the condensed consolidated statement of operations. 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 September 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 $ 2,264 2022 9,199 2023 9,682 2024 10,191 2025 210,791 Thereafter 18,579 Total $ 260,706 |
Convertible Senior Notes
Convertible Senior Notes | 9 Months Ended |
Sep. 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 September 30, 2021 , pursuant to the Note Purchase Agreement, the Company issued $ 136.5 million in aggregate principal amount of 16.0 % Convertible Senior Secured (Third Lien) PIK Notes (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. Equity Linked Notes. In June 2021 and July 2021, in connection with the Private Placement, the Company issued and sold $ 75.0 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”). The conversion prices of the Cash Notes range from $ 3.43 to $ 4.38 , subject to adjustment. In June 2021, in connection with the Private Placement, the Company issued and sold $ 39.0 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 30,390 shares of the Company’s Series A preferred stock (the “Exchange Notes”). The Exchange Notes are convertible at a conversion price of $ 7.00 subject to adjustment. License Linked Note. On June 24, 2021, in connection with the Private Placement, the Company issued and sold a Convertible Senior Note in the principal amount of $ 22.5 million 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 License Agreement, which provides the licensee a five-year option to purchase up to 20 licenses to build and operate electric well stimulation fleets using the Company’s patented Clean Fleet ® technology (the “licenses”). Upon entry into the License Agreement, the holder purchased three licenses to build and operate three electric well stimulation fleets, each valued at $ 7.5 million. The Company recognized the $ 22.5 million as other income from patent license sales in its condensed consolidated statement of operations. The debt issuance costs associated with the License Linked Note were fully amortized. The carrying value of the Convertible Senior Notes is as follows: September 30, 2021 Principal $ 114,000 PIK interest 4,827 Unamortized debt premium 1,872 Unamortized debt discount and issuance costs ( 19,836 ) Net Convertible Senior Notes $ 100,863 During the nine months ended September 30, 2021 , the Company received $ 97.5 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 bear interest at a rate of 16.0 % per annum. Accrued and unpaid interest is calculated on the last day of each quarter, commencing September 30, 2021, and will be paid in kind (“PIK”) on such date by increasing the principal amount of the outstanding Convertible Senior Notes . The Company has accrued PIK interest of $ 4.8 million related to the Convertible Senior Notes for the nine months ended September 30, 2021. Each Equity Linked Note , subject to earlier conversion, is due and payable on June 5, 2026 in shares of Class A common stock equal to the entire outstanding and unpaid principal balance, plus any PIK interest, subject to certain limitations on the number of shares of Class A common stock that may be issued and which would require the Company to settle the conversion in payment partially in cash. The number of shares of Class A common stock will be based on the 20-day volume weighted average trading price of the Class A common stock immediately preceding the maturity date. The Equity Linked Notes are convertible at any time at the option of the holder into a number of shares of Class A common stock equal to the principal amount of such notes then outstanding plus PIK interest through the conversion date divided by the then applicable conversion price as described above. If the Company experiences an event of default (as defined in the Note Purchase Agreement), which is continuing on the maturity date, then payment of principal and PIK interest shall be made in cash on any outstanding Equity Linked 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 20-day volume weighted average trading price of the Class A common stock is greater than $ 7.00 for 10 trading days during any 20 consecutive trading day period, the Company may deliver a notice to the holder of an Equity Linked Note to convert such Equity Linked Notes at the conversion prices set forth above. 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. See “Note 12 – Mezzanine Equity” for the discussion of Series A preferred stock exchange. 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 of the Equity Linked Notes. During the nine months ended September 30, 2021 , we incurred transaction costs related to the issuance of the Convertible Senior Notes of $ 4.4 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 related to the Convertible Senior Notes was $ 27 and $ 706 for the three and nine months ended September 30, 2021 , respectively, and is presented in interest expense in the condensed consolidated statements of operations. |
Mezzanine Equity
Mezzanine Equity | 9 Months Ended |
Sep. 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 nine months ended September 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 - 4,808 Series A preferred stock as of September 30, 2021 19,610 $ 22,817 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. In June 2021, the Company exchanged 30,390 shares of Series A preferred stock for the Exchange Notes. Accordingly, the Company recorded a reduction of $ 33.7 million in the carrying value of the Series A preferred stock during the nine months ended September 30, 2021 . Concurrent with the issuance of the Exchange Notes, 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 (the "Cash 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 between the fair value of the Convertible Senior Notes issued and the carrying amount of $ 72.7 million of consideration received was recorded in additional paid in capital as a return from the Series A preferred holders for the nine months ended September 30, 2021. As of September 30, 2021 , 19,610 shares of Series A preferred stock were outstanding and convertible into 1,123,362 shares of Class A common stock, and dividends accrued and outstanding with respect to the Series A preferred stock were $ 6.6 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 nine months ended September 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 ( 22,050 ) ( 27,277 ) Accrued Series B preferred stock dividends - 4,591 Series B preferred stock as of September 30, 2021 - $ - In February 2021 and May 2021, 762 and 250 shares of Series B preferred stock and related accrued dividends were converted into 784,508 and 265,000 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. On September 14, 2021, the Company amended the certificate of designations of the Series B preferred stock to provide that the Company could, subject to certain conditions, convert all, but not less than all, of the outstanding shares of the Series B preferred stock into shares of the Company's Class A common stock. Upon conversion, each holder of the Series B preferred stock would receive the number of shares of Class A common stock equal to the aggregate amount of Series B preferred stock dividends that would have accrued if such shares were converted as of April 1, 2022, divided by the conversion price set forth in the certificate of designations. On September 17, 2021, the Company converted the remaining 21,038 shares of the Series B preferred stock and related accrued dividends for 25,565,707 shares of Class A common stock, pursuant to the amended certificate of designations. The Company recorded a reduction of $ 26.2 million and $ 27.3 million in the carrying value of the Series B preferred stock during the three and nine months ended September 30, 2021, respectively. As of September 30, 2021 , there were no shares of Series B preferred stock outstanding. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 13 – STOCKHOLDERS’ EQUITY 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 September 30, 2021 and December 31, 2020 , there were 52,352,178 and 20,718,659 shares of Class A common stock issued and outstanding, respectively. As of September 30, 2021 , 285,715 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 $ 42.00 for any 20 trading days within any 30 -trading day period, and 174,194 outstanding shares of Class A common stock were subject to the same cancellation provision, but at a closing price per share of $ 47.25 . ATM Agreement. 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 nine months ended September 30, 2021 , the Company sold 4,287,519 shares of Class A common stock for total net proceeds of $ 13.6 million and paid $ 0.4 million in commissions under the ATM Agreement, respectively. The Company did no t sell any shares of Class A common stock under the ATM Agreement during the three months ended September 30, 2021. During the three and nine months ended September 30, 2020, the Company sold 114 shares of Class A common stock for total net proceeds of $ 0.2 thousand under the ATM Agreement. Since inception on June 26, 2020 through September 30, 2021 , the Company has sold a total of 4,513,879 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 converted into 657,982 shares of Class A common stock, which has been adjusted to reflect the reverse stock split, during the nine months ended September 30, 2021. As of September 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 | 9 Months Ended |
Sep. 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 459,909 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 Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Basic net income (loss) per share Numerator: Net loss attributable to U.S. Well Services, Inc. $ ( 9,579 ) $ ( 14,158 ) $ ( 47,861 ) $ ( 199,481 ) Net loss attributable to cancellable Class A common stock 146 334 834 4,937 Basic net loss attributable to U.S. Well Services, Inc. shareholders ( 9,433 ) ( 13,824 ) ( 47,027 ) ( 194,544 ) Dividends accrued on Series A preferred stock ( 997 ) ( 1,854 ) ( 4,808 ) ( 5,450 ) Dividends accrued on Series B preferred stock ( 3,069 ) ( 681 ) ( 4,591 ) ( 1,347 ) Deemed and imputed dividends on Series A preferred stock - ( 464 ) ( 750 ) ( 12,578 ) Deemed and imputed dividends on Series B preferred stock ( 1,509 ) - ( 7,178 ) - Exchange of Series A preferred stock for Convertible Senior Notes - - 8,936 - Basic net loss attributable to U.S. Well Services, Inc. Class A common shareholders $ ( 15,008 ) $ ( 16,823 ) $ ( 55,418 ) $ ( 213,919 ) Denominator: Weighted average shares outstanding 30,262,070 19,507,620 26,379,273 18,582,968 Cancellable Class A common stock ( 459,909 ) ( 459,909 ) ( 459,909 ) ( 459,909 ) Basic and diluted weighted average shares outstanding 29,802,161 19,047,711 25,919,364 18,123,059 Basic and diluted net loss per share attributable to Class A common shareholders $ ( 0.50 ) $ ( 0.88 ) $ ( 2.14 ) $ ( 11.80 ) A summary of securities excluded from the computation of diluted earnings per share is presented below for the applicable periods: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Dilutive earnings per share: Anti-dilutive stock options 250,649 250,649 250,649 250,649 Anti-dilutive warrants 4,503,280 4,899,233 4,503,280 4,899,233 Anti-dilutive restricted stock 389,659 426,332 389,659 426,332 Anti-dilutive deferred stock units 2,052,474 - 2,052,474 - Anti-dilutive shares from Pool B Awards 3,387,218 - 3,387,218 - Anti-dilutive Class B common stock convertible into Class A common stock - 657,982 - 657,982 Anti-dilutive Series A preferred stock convertible into Class A common stock 1,123,362 2,613,215 1,123,362 2,613,215 Anti-dilutive Series B preferred stock convertible into Class A common stock - 21,704,778 - 21,704,778 Anti-dilutive Convertible Senior Notes convertible into Class A common stock 26,953,911 - 26,953,911 - Potentially dilutive securities excluded as anti-dilutive 38,660,553 30,552,189 38,660,553 30,552,189 |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | NOTE 15 – SHARE-BASED COMPENSATION Share-based compensation expense consisted of the following: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Restricted stock $ 906 $ 819 $ 2,607 $ 3,832 Stock options 218 218 648 687 Deferred stock units 544 - 1,036 - Pool A Awards 3,525 - 4,006 - Pool B Awards 663 - 1,220 - Total $ 5,856 (1) $ 1,037 (2) $ 9,517 (3) $ 4,519 (4) (1) For the three months ended September 30, 2021, $ 1,228 was presented as cost of services and $ 4,628 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. (2) For the three months ended September 30, 2020, ($ 97 ) was presented as cost of services and $ 1,134 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. (3) For the nine months ended September 30, 2021, $ 1,702 was presented as cost of services and $ 7,815 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. (4) For the nine months ended September 30, 2020, $ 1,106 was presented as cost of services and $ 3,413 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. Restricted Stock Pursuant to the Amended and Restated U.S. Well Services, Inc. 2018 Stock Incentive Plan (as amended, the “LTIP”), the Company grants shares of restricted Class A common stock ("restricted stock") to certain employees and directors. Restricted stock is subject to restrictions on transfer and is generally subject to a risk of forfeiture if the award recipient is no longer an employee or director of the Company prior to the lapse of the restriction. Restricted stock granted to employees generally vests over four years in equal installments each year on the anniversary of the grant date and grants to directors generally vest in full after one year . The grant date fair value of the restricted stock is determined using the closing price of the Company's Class A common stock on the grant date. The following table summarizes the restricted stock activity for the nine months ended September 30, 2021: Shares Weighted- Outstanding at December 31, 2020 414,071 $ 31.01 Granted 88,025 2.70 Vested ( 102,646 ) 31.19 Forfeited ( 9,791 ) 31.19 Outstanding at September 30, 2021 389,659 $ 24.57 As of September 30, 2021 , the total unrecognized compensation cost related to restricted stock was $ 4.7 million which is expected to be recognized over a weighted-average period of 1.44 years. Stock Options The following table summarizes the stock option activity for the nine months ended September 30, 2021: Shares Weighted- Weighted-Average Outstanding at December 31, 2020 250,649 $ 31.19 5.21 Exercised - - - Forfeited/Expired - - - Outstanding at September 30, 2021 250,649 $ 31.19 4.46 Exercisable at September 30, 2021 125,325 $ 31.19 4.46 As of September 30, 2021 , the total unrecognized compensation cost related to stock options was $ 1.3 million which is expected to be recognized over a weighted average period of 1.46 years. Deferred Stock Units (“DSUs”) The Company awards DSUs to certain key employees of the Company pursuant to the LTIP. Each DSU represents the right to receive one share of the Company’s Class A common stock. DSUs generally vest over three years in equal installments each year on the anniversary of the vesting effective date, subject to the grantee’s continuous service through each vesting period. The grant date fair value of the DSU is determined using the closing price of the Company's Class A common stock on the grant date. The following table summarizes the DSUs activity for the nine months ended September 30, 2021: Units Weighted- Outstanding at December 31, 2020 2,546,249 $ 1.16 Granted 404,294 2.87 Vested ( 873,408 ) 1.16 Forfeited ( 24,661 ) 1.16 Outstanding at September 30, 2021 2,052,474 $ 1.49 As of September 30, 2021 , the total unrecognized compensation cost related to DSUs was $ 2.1 million which is expected to be recognized over a weighted average period of 1.67 years. Pool A Performance Awards The Company grants Pool A Performance Awards (“Pool A Awards”) to certain key employees of the Company. Each Pool A Award represents the right to receive, at the Company’s election, a fixed monetary amount either in cash or a variable number of shares of the Company’s Class A common stock based on its closing share price on the date of settlement. The Pool A Awards vest in full one year on the anniversary of the vesting effective date specified in the applicable award agreement but settlement does not occur until the fifth anniversary of the grant date. The Company accounts 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. Since the settlement will not occur until the fifth anniversary of the grant date, the Company considers the delayed settlement as a post-vesting restriction which would impact the determination of grant-date fair value of the award. In 2020, the Company granted Pool A Awards which fully vested on January 1, 2021. During the third quarter of 2021, the Company granted Pool A Awards that will fully vest on January 1, 2022. As of September 30, 2021 , the fair value of the Pool A Awards liabilities were remeasured to $ 2.9 million and $ 3.4 million for the 2020 and 2021 Pool A Awards, respectively, which was estimated using a risk-adjusted discount rate reflecting the weighted-average cost of capital of similarly traded public companies. As of September 30, 2021 , the total unrecognized compensation cost related to Pool A Awards was $ 4.3 million, which is expected to be recognized over a weighted average period of 4.58 years. Pool B Performance Awards The Company grants Pool B Performance Awards ("Pool B Awards") to certain key employees of the Company. Each Pool B Award represents the right to receive, at the Company’s election, either a cash payment calculated in accordance with the award agreement, or a fixed number of shares of the Company’s Class A common stock. The Pool B Awards vest over three years in equal installments each year on the anniversary of the vesting effective date specified in the applicable award agreement, subject to the grantee’s continuous services through each vesting period. The grant date fair value of the Pool B Awards is determined using the closing price of the Company's Class A common stock on the grant date. The following table summarizes the Pool B Awards activity for the nine months ended September 30, 2021: Fair Value Outstanding at December 31, 2020 $ 3,356 Granted 1,499 Vested ( 1,151 ) Forfeited ( 32 ) Outstanding at September 30, 2021 $ 3,672 As of September 30, 2021 , the total unrecognized compensation cost related to Pool B Awards was $ 2.5 million, which is expected to be recognized over a weighted average period of 1.7 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 16 – INCOME TAXES On March 27, 2020, the President signed the Coronavirus Aid, Relief and Economic Security Act (as amended, 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 nine months ended September 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 nine months ended September 30, 2021 was ( 0.06 )%. 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 no t record any liabilities for uncertain tax positions as of September 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 | 9 Months Ended |
Sep. 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 , C.A. 19C-01-144 PRW. On June 1, 2021, the court ruled against the Company in the case on the breach of contract claim and subsequently, on June 17, 2021, entered judgement in favor of Smart Sand in the amount of approximately $ 51.0 million. On June 28, 2021, the Company entered into a Settlement Agreement and Release (the “Settlement Agreement”) with Smart Sand, Inc. (“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 proppant for a period of two years (the “Settlement”). The parties to the Settlement Agreement also released each other from claims arising from or related to the Smart Sand litigation or the final judgment of the court. As of September 30, 2021 , the Company paid $ 35.0 million to Smart Sand and the settlement expense was reflected as litigation settlement on the condensed consolidated statement of operations. Purchase Commitments The Company entered into an Equipment Purchase and Sale Agreement to purchase equipment. The Company intends to fund the commitments due in the next 12 months under the Equipment Purchase and Sale Agreement through additional financing transactions and cash on hand. The Company has also entered into service agreements with certain power generation providers. The Company expects to offset a portion of the commitments it will owe under these service agreements through additional customer charges. As of the filing date, the Company is in negotiations to amend certain of the service agreements to extend the start date based on current supply constraints. As of September 30, 2021, future minimum purchase commitments for equipment and services are as follows: Fiscal Year Remainder of 2021 $ 8,850 2022 88,700 2023 46,250 2024 1,400 Total $ 145,200 Sand Purchase Agreements The Company entered into agreements for the supply of proppant for use in its pressure pumping 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 September 30, 2021 , the Company’s contracted volumes in dollars was $ 2.8 million. The Company’s minimum commitments was $ 1.8 million, which represents the aggregate amounts that we would be obligated to pay if we procured no additional proppant under the contracts after September 30, 2021. Lease Agreements The Company has various operating leases for facilities with terms ranging from 36 to 76 months . Rent expense was $ 347 and $ 667 for the three months ended September 30, 2021 and 2020, respectively, of which $ 278 and $ 347 , respectively, are recorded as cost of services and $ 69 and $ 320 , respectively, are recorded as selling, general and administrative expenses in the condensed consolidated statements of operations. Rent expense was $ 976 and $ 1,854 for the nine months ended September 30, 2021 and 2020, respectively, of which $ 774 and $ 1,150 , respectively, are recorded as cost of services and $ 202 and $ 704 , 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 September 30, 2021: Fiscal Year Operating Leases Capital Leases Remainder of 2021 $ 222 $ 135 2022 828 541 2023 308 541 2024 258 536 2025 67 161 Total $ 1,683 $ 1,914 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 $ 0.3 million and $ 0.2 million as of September 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 | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 18 – RELATED PARTY TRANSACTIONS Convertible Senior Notes 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. Series B Redeemable Convertible Preferred Stock On April 1, 2020, Crestview purchased 11,500 shares of Series B preferred stock for a total payment of $ 11.5 million. On April 1, 2020, the TCW Group, Inc. ("TCW Group") 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. On September 17, 2021, the Company converted Crestview's 11,500 shares of Series B preferred stock and related accrued dividends for 13,974,980 shares of Class A common stock, pursuant to the amended certificate of designations. On September 17, 2021, the Company converted TCW Group's 6,500 shares of Series B preferred stock and related accrued dividends for 7,898,902 shares of Class A common stock. On September 17, 20 21, the Company converted David Matlin's and David Treadwell's 1,678 and 200 shares of Series B preferred stock and related accrued dividends for 2,039,132 and 243,044 shares of Class A common stock, respectively. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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 September 30, 2021 and December 31, 2020, and for the three and nine months ended September 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 nine months ended September 30, 2021 are not necessarily indicative of the results of operations expected for the entire fiscal year ended December 31, 2021. |
Reverse Stock Split | Reverse Stock Split At the annual meeting of the Company’s stockholders held on May 14, 2021, the Company’s stockholders approved a proposal to amend the Company’s certificate of incorporation to effect a reverse stock split at a ratio to be determined by the Company’s Board of Directors within a specified range. On September 30, 2021, the Company effected a 1-for-3.5 reverse split of its Class A common stock . All owners of record as of September 30, 2021 received one issued and outstanding share of the Company’s Class A common stock in exchange for three and one half outstanding shares of the Company’s Class A common stock. No fractional shares of Class A common stock were issued as a result of the reverse stock split. Any fractional shares in connection with the reverse stock split were rounded up to the nearest whole share and no stockholders received cash in lieu of fractional shares. The reverse stock split had no impact on the number of shares of Class A common stock the Company is authorized to issue pursuant to its certificate of incorporation or on the par value per share of the Class A common stock. Proportional adjustments were made to the number of shares of Class A common stock issuable upon exercise or conversion of the Company's equity awards, convertible preferred stock and warrants, as well as the applicable exercise price. All share and per share information included in this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the impact of the reverse stock split. |
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 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. |
Inventory | Inventory Inventory consists of proppant, chemicals, and other consumable materials and supplies used in our pressure pumping 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. |
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 well stimulation 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 pressure pumping 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, subsequent 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 nine months ended September 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 . The classification of derivative instruments, including whether such instruments should be recorded as liabilities or equity is evaluated pursuant to ASC 815-40, 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 consolidated statements of operations. 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 conversion feature is immediately exercisable, the discount is fully amortized at the date of issuance. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined under ASC 820, Fair Value Measurement , as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels are defined as follows: 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 License Agreement (the “License Agreement”), which provides the licensee a five-year option to purchase up to 20 licenses to build and operate electric well stimulation fleets using the Company’s patented Clean Fleet ® technology (the “licenses”). Upon entry into the License Agreement, the Company sold three licenses to build and operate three electric well stimulation fleets, each valued at $ 7.5 million. The sales of the right to use the Company’s patented Clean Fleet ® technology 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 patented Clean Fleet ® technology 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 , uses the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more likely than not the deferred tax assets will not be realized. 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 September 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) | 9 Months Ended |
Sep. 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: September 30, 2021 2020 Cash and cash equivalents $ 29,860 $ 519 Restricted cash 735 519 Cash and cash equivalents and restricted cash $ 30,595 $ 1,038 |
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 September 30, 2021 2020 Customer B * 23.6 % Customer C 14.9 % 21.5 % Customer E 16.7 % 18.0 % Customer F 17.6 % 26.0 % Customer I 21.1 % * Nine Months Ended September 30, 2021 2020 Customer A * 13.5 % Customer B * 17.1 % Customer C 12.5 % 17.5 % Customer E 17.7 % 13.7 % Customer F 18.6 % 17.1 % Customer H 11.1 % * An asterisk indicates that revenue is less than ten percent. The following table shows the percentage of trade receivables from our significant customers: September 30, 2021 December 31, 2020 Customer B * 32.2 % Customer C 13.2 % 17.0 % Customer D 13.2 % * Customer E 25.1 % * Customer F * 12.7 % Customer G * 12.5 % Customer H * 13.5 % Customer I 29.0 % * An asterisk indicates that trade receivable is less than ten percent. |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 9 Months Ended |
Sep. 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: September 30, 2021 December 31, 2020 Prepaid insurance $ 6,595 $ 3,162 Recoverable costs from insurance - 4,635 Income tax receivable 757 1,567 Other current assets 2,682 1,343 Total prepaid expenses and other current assets $ 10,034 $ 10,707 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | A summary of intangible assets consisted of the following: Estimated Gross Accumulated Net Book As of September 30, 2021 Trademarks 10 $ 1,415 $ 310 $ 1,105 Patents 20 12,775 1,138 11,637 $ 14,190 $ 1,448 $ 12,742 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 September 30, 2021, the estimated amortization expense for future periods is as follows: Fiscal Year Estimated Remainder of 2021 $ 242 2022 966 2023 966 2024 966 2025 966 Thereafter 8,636 Total $ 12,742 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Estimated September 30, 2021 December 31, 2020 Pressure pumping equipment 1.5 to 25 $ 239,077 $ 263,869 Light duty vehicles (1) 5 4,442 2,483 Furniture and fixtures 5 67 67 IT equipment 3 1,331 1,676 Auxiliary equipment 2 to 20 12,552 11,058 Leasehold improvements Term of lease 287 287 257,756 279,440 Less: Accumulated depreciation and amortization ( 39,873 ) ( 44,108 ) Property and equipment, net $ 217,883 $ 235,332 (1) As of September 30, 2021 and December 31, 2020 , the Company had capitalized $ 2.4 million and $ 0.3 million, respectively, related to capital leases and the accumulated depreciation was $ 275 and $ 31 , respectively. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: September 30, 2021 December 31, 2020 Accrued payroll and benefits $ 5,830 $ 7,208 Accrued taxes 4,437 5,380 Accrued interest 425 317 Other current liabilities 1,271 1,876 Accrued expenses and other current liabilities $ 11,963 $ 14,781 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 9 Months Ended |
Sep. 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 Other Observable Inputs Unobservable Inputs Total As of September 30, 2021 Public warrants $ 1,399 $ - $ - $ 1,399 Private placement warrants - 1,440 - 1,440 Series A warrants - 4,028 - 4,028 $ 1,399 $ 5,468 $ - $ 6,867 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 September 30, 2021 Expected remaining life 2.1 years 4.2 years Volatility rate 176.3 % 176.3 % Risk-free interest rate 0.3 % 0.8 % 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) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: September 30, 2021 December 31, 2020 Senior Secured Term Loan $ 201,353 $ 246,250 ABL Credit Facility 22,350 23,710 PPP Loan - 10,000 USDA Loan 25,000 21,996 Equipment financing 10,210 12,866 Capital leases 1,793 229 Total debt principal balance 260,706 315,051 Unamortized debt discount and issuance costs ( 1,243 ) ( 17,576 ) Current maturities ( 9,142 ) ( 13,573 ) Net Long-term debt $ 250,321 $ 283,902 |
Schedule of Repayment Requirements of Long-term Debt | As of September 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 $ 2,264 2022 9,199 2023 9,682 2024 10,191 2025 210,791 Thereafter 18,579 Total $ 260,706 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Value of Convertible Senior Notes | The carrying value of the Convertible Senior Notes is as follows: September 30, 2021 Principal $ 114,000 PIK interest 4,827 Unamortized debt premium 1,872 Unamortized debt discount and issuance costs ( 19,836 ) Net Convertible Senior Notes $ 100,863 |
Mezzanine Equity (Tables)
Mezzanine Equity (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 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 - 4,808 Series A preferred stock as of September 30, 2021 19,610 $ 22,817 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 nine months ended September 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 ( 22,050 ) ( 27,277 ) Accrued Series B preferred stock dividends - 4,591 Series B preferred stock as of September 30, 2021 - $ - |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 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 Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Basic net income (loss) per share Numerator: Net loss attributable to U.S. Well Services, Inc. $ ( 9,579 ) $ ( 14,158 ) $ ( 47,861 ) $ ( 199,481 ) Net loss attributable to cancellable Class A common stock 146 334 834 4,937 Basic net loss attributable to U.S. Well Services, Inc. shareholders ( 9,433 ) ( 13,824 ) ( 47,027 ) ( 194,544 ) Dividends accrued on Series A preferred stock ( 997 ) ( 1,854 ) ( 4,808 ) ( 5,450 ) Dividends accrued on Series B preferred stock ( 3,069 ) ( 681 ) ( 4,591 ) ( 1,347 ) Deemed and imputed dividends on Series A preferred stock - ( 464 ) ( 750 ) ( 12,578 ) Deemed and imputed dividends on Series B preferred stock ( 1,509 ) - ( 7,178 ) - Exchange of Series A preferred stock for Convertible Senior Notes - - 8,936 - Basic net loss attributable to U.S. Well Services, Inc. Class A common shareholders $ ( 15,008 ) $ ( 16,823 ) $ ( 55,418 ) $ ( 213,919 ) Denominator: Weighted average shares outstanding 30,262,070 19,507,620 26,379,273 18,582,968 Cancellable Class A common stock ( 459,909 ) ( 459,909 ) ( 459,909 ) ( 459,909 ) Basic and diluted weighted average shares outstanding 29,802,161 19,047,711 25,919,364 18,123,059 Basic and diluted net loss per share attributable to Class A common shareholders $ ( 0.50 ) $ ( 0.88 ) $ ( 2.14 ) $ ( 11.80 ) |
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 Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Dilutive earnings per share: Anti-dilutive stock options 250,649 250,649 250,649 250,649 Anti-dilutive warrants 4,503,280 4,899,233 4,503,280 4,899,233 Anti-dilutive restricted stock 389,659 426,332 389,659 426,332 Anti-dilutive deferred stock units 2,052,474 - 2,052,474 - Anti-dilutive shares from Pool B Awards 3,387,218 - 3,387,218 - Anti-dilutive Class B common stock convertible into Class A common stock - 657,982 - 657,982 Anti-dilutive Series A preferred stock convertible into Class A common stock 1,123,362 2,613,215 1,123,362 2,613,215 Anti-dilutive Series B preferred stock convertible into Class A common stock - 21,704,778 - 21,704,778 Anti-dilutive Convertible Senior Notes convertible into Class A common stock 26,953,911 - 26,953,911 - Potentially dilutive securities excluded as anti-dilutive 38,660,553 30,552,189 38,660,553 30,552,189 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Share-based Compensation Expense | Share-based compensation expense consisted of the following: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Restricted stock $ 906 $ 819 $ 2,607 $ 3,832 Stock options 218 218 648 687 Deferred stock units 544 - 1,036 - Pool A Awards 3,525 - 4,006 - Pool B Awards 663 - 1,220 - Total $ 5,856 (1) $ 1,037 (2) $ 9,517 (3) $ 4,519 (4) (1) For the three months ended September 30, 2021, $ 1,228 was presented as cost of services and $ 4,628 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. (2) For the three months ended September 30, 2020, ($ 97 ) was presented as cost of services and $ 1,134 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. (3) For the nine months ended September 30, 2021, $ 1,702 was presented as cost of services and $ 7,815 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. (4) For the nine months ended September 30, 2020, $ 1,106 was presented as cost of services and $ 3,413 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 nine months ended September 30, 2021: Shares Weighted- Outstanding at December 31, 2020 414,071 $ 31.01 Granted 88,025 2.70 Vested ( 102,646 ) 31.19 Forfeited ( 9,791 ) 31.19 Outstanding at September 30, 2021 389,659 $ 24.57 |
Schedule of Stock Option Activity | The following table summarizes the stock option activity for the nine months ended September 30, 2021: Shares Weighted- Weighted-Average Outstanding at December 31, 2020 250,649 $ 31.19 5.21 Exercised - - - Forfeited/Expired - - - Outstanding at September 30, 2021 250,649 $ 31.19 4.46 Exercisable at September 30, 2021 125,325 $ 31.19 4.46 |
Schedule of DSUs Activity | The following table summarizes the DSUs activity for the nine months ended September 30, 2021: Units Weighted- Outstanding at December 31, 2020 2,546,249 $ 1.16 Granted 404,294 2.87 Vested ( 873,408 ) 1.16 Forfeited ( 24,661 ) 1.16 Outstanding at September 30, 2021 2,052,474 $ 1.49 |
Schedule of Pool B Awards activity | The following table summarizes the Pool B Awards activity for the nine months ended September 30, 2021: Fair Value Outstanding at December 31, 2020 $ 3,356 Granted 1,499 Vested ( 1,151 ) Forfeited ( 32 ) Outstanding at September 30, 2021 $ 3,672 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Purchase Commitments for Equipment and Services | As of September 30, 2021, future minimum purchase commitments for equipment and services are as follows: Fiscal Year Remainder of 2021 $ 8,850 2022 88,700 2023 46,250 2024 1,400 Total $ 145,200 |
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 September 30, 2021: Fiscal Year Operating Leases Capital Leases Remainder of 2021 $ 222 $ 135 2022 828 541 2023 308 541 2024 258 536 2025 67 161 Total $ 1,683 $ 1,914 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) | Sep. 30, 2021USD ($) | Jun. 29, 2021USD ($)LicenseFleet | Apr. 26, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Accounting Policies [Line Items] | |||||||
Reverse stock split ratio | 0.2857142857 | ||||||
Restricted cash | $ 735,000 | $ 735,000 | $ 519,000 | $ 1,569,000 | |||
Provision for losses on inventory obsolescence | 2,428,000 | $ 603,000 | |||||
Write-downs related to obsolete inventory parts | 1,500,000 | ||||||
Inventory valuation reserves | 1,300,000 | 1,300,000 | 300,000 | ||||
Assets held for sale impairment charges | 0 | ||||||
Fair value of convertible senior notes | 96,800,000 | 96,800,000 | |||||
Reserve for doubtful accounts | 0 | 0 | 12,000,000 | ||||
Accrued for payment of interest and penalties | $ 0 | 0 | |||||
Class A Common Stock [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Reverse stock split, description | 1-for-3.5 reverse split of its Class A common stock | ||||||
Reverse stock split ratio | 0.2857142857 | ||||||
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 | ||||||
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 | $ 160,700,000 | 160,700,000 | 198,000,000 | ||||
Workers’ Compensation Obligations [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Restricted cash | 729,000 | 729,000 | 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 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 29,860 | $ 3,693 | $ 519 | |
Restricted cash | 735 | 1,569 | 519 | |
Cash and cash equivalents and restricted cash | $ 30,595 | $ 5,262 | $ 1,038 | $ 41,404 |
Significant Accounting Polici_6
Significant Accounting Policies (Details 1) - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenues [Member] | Customer B [Member] | |||||
Concentration risk, Percentage | 23.60% | 17.10% | |||
Revenues [Member] | Customer A [Member] | |||||
Concentration risk, Percentage | 13.50% | ||||
Revenues [Member] | Customer C [Member] | |||||
Concentration risk, Percentage | 14.90% | 21.50% | 12.50% | 17.50% | |
Revenues [Member] | Customer E [Member] | |||||
Concentration risk, Percentage | 16.70% | 18.00% | 17.70% | 13.70% | |
Revenues [Member] | Customer F [Member] | |||||
Concentration risk, Percentage | 17.60% | 26.00% | 18.60% | 17.10% | |
Revenues [Member] | Customer H [Member] | |||||
Concentration risk, Percentage | 11.10% | ||||
Revenues [Member] | Customer I [Member] | |||||
Concentration risk, Percentage | 21.10% | ||||
Trade Receivables [Member] | Customer B [Member] | |||||
Concentration risk, Percentage | 32.20% | ||||
Trade Receivables [Member] | Customer C [Member] | |||||
Concentration risk, Percentage | 13.20% | 17.00% | |||
Trade Receivables [Member] | Customer E [Member] | |||||
Concentration risk, Percentage | 25.10% | ||||
Trade Receivables [Member] | Customer F [Member] | |||||
Concentration risk, Percentage | 12.70% | ||||
Trade Receivables [Member] | Customer H [Member] | |||||
Concentration risk, Percentage | 13.50% | ||||
Trade Receivables [Member] | Customer I [Member] | |||||
Concentration risk, Percentage | 29.00% | ||||
Trade Receivables [Member] | Customer D [Member] | |||||
Concentration risk, Percentage | 13.20% | ||||
Trade Receivables [Member] | Customer G [Member] | |||||
Concentration risk, Percentage | 12.50% |
Prepaids and Other Current As_3
Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid insurance | $ 6,595 | $ 3,162 |
Recoverable costs from insurance | 4,635 | |
Income tax receivable | 757 | 1,567 |
Other current assets | 2,682 | 1,343 |
Total prepaid expenses and other current assets | $ 10,034 | $ 10,707 |
Prepaids and Other Current As_4
Prepaids and Other Current Assets (Details Narrative) - USD ($) $ in Thousands | Nov. 08, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Oct. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||
Insurance premiums paid for renewal | $ 11,700 | ||||
Recoverable costs from insurance | $ 4,635 | ||||
Recoverable costs from insurance collected | $ 4,600 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Recoverable costs from insurance | $ 2,800 | ||||
Recoverable costs from insurance collected | $ 2,200 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 14,190 | $ 14,190 |
Accumulated Amortization | 1,448 | 724 |
Net Book Value | $ 12,742 | $ 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 | 310 | 156 |
Net Book Value | $ 1,105 | $ 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 | 1,138 | 568 |
Net Book Value | $ 11,637 | $ 12,207 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 0.2 | $ 0.2 | $ 0.7 | $ 0.8 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2021 | $ 242 | |
2022 | 966 | |
2023 | 966 | |
2024 | 966 | |
2025 | 966 | |
Thereafter | 8,636 | |
Net Book Value | $ 12,742 | $ 13,466 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 257,756 | $ 279,440 |
Less: Accumulated depreciation and amortization | (39,873) | (44,108) |
Property and equipment, net | 217,883 | 235,332 |
Pressure Pumping Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 239,077 | 263,869 |
Pressure Pumping Equipment [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life (in years) | 1 year 6 months | |
Pressure Pumping 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 | $ 4,442 | 2,483 |
Estimated Useful Life (in years) | 5 years | |
Furniture and fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 67 | 67 |
Estimated Useful Life (in years) | 5 years | |
IT Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,331 | 1,676 |
Estimated Useful Life (in years) | 3 years | |
Auxiliary Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 12,552 | 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 | Sep. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Capitalized capital leases | $ 2,400 | $ 300 |
Accumulated depreciation | $ 275 | $ 31 |
Property and Equipment, Net - (
Property and Equipment, Net - (Details Narrative) - USD ($) $ in Thousands | Oct. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Property Plant And Equipment [Line Items] | |||||
Depreciation and amortization | $ 6,980 | $ 16,393 | $ 27,922 | $ 65,759 | |
Gain (loss) on disposal of assets | 12,001 | (755) | 10,110 | (5,852) | |
Proceeds from sale of property and equipment | 26,600 | ||||
Proceeds from sale of various asset held for sale | 23,400 | ||||
Subsequent Event [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Proceeds from sale of property and equipment | $ 41,100 | ||||
Proceeds from sale of various asset held for sale | $ 6,000 | ||||
Diesel Pressure Pumping Equipment [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Assets held for sale | 16,700 | 16,700 | |||
Property and Equipment [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Depreciation and amortization | $ 6,700 | $ 16,200 | $ 27,200 | $ 64,900 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued payroll and benefits | $ 5,830 | $ 7,208 |
Accrued taxes | 4,437 | 5,380 |
Accrued interest | 425 | 317 |
Other current liabilities | 1,271 | 1,876 |
Accrued expenses and other current liabilities | $ 11,963 | $ 14,781 |
Warrant Liabilities (Details Na
Warrant Liabilities (Details Narrative) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | Sep. 30, 2021$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding | 19,167,417 | 19,167,417 |
Warrants exercisable | 2,738,202 | 2,738,202 |
Public and Private Placement Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Exercise price per one-seventh share | $ / shares | $ 5.75 | $ 5.75 |
Exercise price per full share equivalent | $ / shares | $ 40.25 | $ 40.25 |
Warrants maturity date | Nov. 9, 2023 | Nov. 9, 2023 |
Series A Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding | 6,177,773 | 6,177,773 |
Warrants exercisable | 1,765,078 | 1,765,078 |
Number of additional warrants issued to the purchasers | 444,444 | 1,333,332 |
Exercise price per full share equivalent | $ / shares | $ 26.81 | $ 26.81 |
Exercise price per two-seventh share | $ / 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 | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | $ 6,867 | $ 1,619 |
Public Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 1,399 | 254 |
Private Placement Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 1,440 | 248 |
Series A Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 4,028 | 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 | 1,399 | 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 | 1,399 | 254 |
Other Observable Inputs (Level 2) [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 5,468 | 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 | 1,440 | 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 | $ 4,028 | $ 1,117 |
Warrant Liabilities (Details 1)
Warrant Liabilities (Details 1) | 9 Months Ended | 12 Months Ended |
Sep. 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 1 month 6 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 | 176.3 | 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 2 months 12 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 | 176.3 | 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 | 0.8 | 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 | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Short Term Debt [Line Items] | ||
Proceeds from issuance of notes payable | $ 9,139 | |
Notes payable | $ 3,848 | $ 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. | |
Proceeds from issuance of notes payable | $ 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 | $ 3,800 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Capital leases | $ 1,793 | $ 229 |
Total debt principal balance | 260,706 | 315,051 |
Unamortized debt discount and issuance costs | (1,243) | (17,576) |
Current maturities | (9,142) | (13,573) |
Net Long-term debt | 250,321 | 283,902 |
Senior Secured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 201,353 | 246,250 |
ABL Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 22,350 | 23,710 |
PPP Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 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 | $ 10,210 | $ 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] | 9 Months Ended |
Sep. 30, 2021 | |
Debt Instrument [Line Items] | |
Debt instrument, floor interest rate percentage | 2.00% |
Applicable margin | 8.25% |
Debt - (Details Narrative 2)
Debt - (Details Narrative 2) - Senior Secured Term Loan [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 201,353 | $ 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 3)
Debt - (Details Narrative 3) - Senior Secured Term Loan [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 201,353 | $ 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 4)
Debt - (Details Narrative 4) - Senior Secured Term Loan [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 201,353 | $ 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 5)
Debt - (Details Narrative 5) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||
Debt discount issuance and amortized to interest expense | $ 7,057 | $ 20,248 |
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 6)
Debt - (Details Narrative 6) - USD ($) $ in Thousands | Oct. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Nov. 08, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||
Principal payments | $ 44,896 | $ 2,500 | |||
Prepayment fees | 523 | ||||
Outstanding principal balance | 5,000 | $ 10,000 | |||
Senior Secured Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | 201,353 | $ 246,250 | |||
Principal payments | 44,900 | ||||
Prepayments of debt | 38,600 | ||||
Early repayment of debt resulted in a write-off | 3,800 | ||||
Prepayment fees | 500 | ||||
Outstanding principal balance | $ 5,000 | ||||
Senior Secured Term Loan [Member] | Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 156,800 | ||||
Prepayments of debt | $ 44,600 |
Debt - (Details Narrative 7)
Debt - (Details Narrative 7) - ABL Credit Facility [Member] | Sep. 30, 2021USD ($) |
Debt Instrument [Line Items] | |
Line of credit facility, maximum borrowing capacity | $ 39,200,000 |
Outstanding revolver loan | $ 22,300,000 |
Debt - (Details Narrative 8)
Debt - (Details Narrative 8) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 12, 2020 | Nov. 30, 2020 | |
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of long-term debt | $ 3,004,000 | $ 10,000,000 | ||||
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 Narrative 9)
Debt - (Details Narrative 9) - USD ($) $ in Thousands | Jul. 31, 2020 | Aug. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Debt Instrument [Line Items] | ||||
Gain (Loss) on Extinguishment of Debt | $ 6,645 | $ 5,806 | ||
Paycheck Protection Program CARES Act [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount of convertible senior notes | $ 10,000 | |||
Interest rate | 1.00% | |||
Unsecured loan maturity term | 5 years | |||
Gain (Loss) on Extinguishment of Debt | $ 10,000 | |||
Gain on extinguishment of accrued interest of debt | $ 100 |
Debt (Details 1)
Debt (Details 1) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2021 | $ 2,264 |
2022 | 9,199 |
2023 | 9,682 |
2024 | 10,191 |
2025 | 210,791 |
Thereafter | 18,579 |
Principal Amount of Long-term Debt | $ 260,706 |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details Narrative) $ / shares in Units, $ in Thousands | Jun. 29, 2021USD ($)LicenseFleet | Jun. 30, 2021USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)d$ / sharesshares | Sep. 30, 2020USD ($) | Jul. 31, 2021USD ($) | Jun. 24, 2021USD ($) |
Debt Instrument [Line Items] | |||||||
Patent license sales | $ 22,500 | ||||||
Cash proceeds from issuance of Notes | 97,500 | ||||||
PIK interest | 4,827 | ||||||
Transaction costs related to issuance of convertible senior notes | $ 7,057 | $ 20,248 | |||||
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 | $ 7 | ||||||
Debt instrument, convertible, threshold trading days | d | 10 | ||||||
Debt instrument convertible, threshold consecutive trading days | d | 20 | ||||||
Series A or B Preferred Stock [Member] | Mandatory Conversion [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Preferred stock, shares issued | shares | 0 | 0 | |||||
Preferred stock, shares outstanding | shares | 0 | 0 | |||||
Equity Linked Notes Member | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of convertible senior notes | $ 75,000 | ||||||
Cash Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of convertible senior notes | $ 39,000 | ||||||
Cash Notes [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Conversion price | $ / shares | $ 4.38 | $ 4.38 | |||||
Cash Notes [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Conversion price | $ / shares | 3.43 | 3.43 | |||||
Exchange Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of convertible senior notes | $ 39,000 | ||||||
Conversion price | $ / shares | $ 7 | $ 7 | |||||
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 | 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 | $ 136,500 | $ 136,500 | |||||
Insurance premium interest rate | 16.00% | 16.00% | |||||
Debt instrument, maturity date | Jun. 5, 2026 | ||||||
Cash proceeds from issuance of Notes | $ 97,500 | ||||||
Convertible senior notes bear interest rate per annum | 16.00% | 16.00% | |||||
Total premium recorded at issuance | $ 1,900 | $ 1,900 | |||||
Total discount recorded at issuance | 16,100 | 16,100 | |||||
Transaction costs related to issuance of convertible senior notes | 4,400 | ||||||
16.0% notes due 2026 [Member] | Interest Expense [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amortization expense | $ 27 | $ 706 | |||||
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 | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
PIK interest | $ 4,827 | |
Unamortized debt discount and issuance costs | (1,243) | $ (17,576) |
Net Convertible Senior Notes | 100,863 | |
Convertible Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 114,000 | |
PIK interest | 4,827 | |
Unamortized debt premium | 1,872 | |
Unamortized debt discount and issuance costs | (19,836) | |
Net Convertible Senior Notes | $ 100,863 |
Mezzanine Equity (Details Narra
Mezzanine Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 17, 2021 | Jun. 30, 2021 | May 31, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Temporary Equity [Line Items] | |||||||||
Fair value of convertible senior notes | $ 96,800 | $ 96,800 | |||||||
Exchange of Series A preferred stock for convertible senior notes | $ 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 | 1,123,362 | 1,123,362 | |||||||
Exchange Notes [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Principal amount of convertible senior notes | $ 39,000 | ||||||||
Cash Notes [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Principal amount of convertible senior notes | $ 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 | $ (33,716) | ||||||||
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 | ||||||||
Number of shares outstanding | 19,610 | 19,610 | 50,000 | ||||||
Dividends accrued on preferred stock | $ 6,600 | ||||||||
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 | 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 | 0 | 0 | 22,050 | ||||||
Conversion of Series B preferred stock and related accrued dividends to Class A common stock, shares | 21,038 | 250 | 762 | 22,050 | |||||
Reduction of carrying value of preferred stock | $ 26,200 | $ 27,277 | |||||||
Common Class A [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Conversion of Series A, Series B preferred stock to Class A common stock (in shares) | 25,565,707 | 265,000 | 784,508 | 25,565,707 | 149,707 | 26,615,215 | 149,707 |
Mezzanine Equity (Details)
Mezzanine Equity (Details) - USD ($) $ in Thousands | Sep. 17, 2021 | May 31, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Sep. 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 | $ (33,716) | ||||
Deemed and imputed dividends on Series A preferred stock | 750 | ||||
Accrued preferred stock dividends | $ 4,808 | ||||
Preferred stock as of September 30, 2021, shares | 19,610 | 19,610 | |||
Preferred stock as of September 30, 2021 | $ 22,817 | $ 22,817 | |||
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 | (21,038) | (250) | (762) | (22,050) | |
Conversion of Series B preferred stock to Class A common stock | $ (26,200) | $ (27,277) | |||
Accrued preferred stock dividends | $ 4,591 | ||||
Preferred stock as of September 30, 2021, shares | 0 | 0 | |||
Preferred stock as of September 30, 2021 | $ 0 | $ 0 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Mar. 19, 2021 | Jun. 26, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 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 | $ 13,562,000 | $ 19,596,000 | |||||||||
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 | 52,352,178 | 52,352,178 | 52,352,178 | 20,718,659 | |||||||
Common stock, outstanding | 52,352,178 | 20,403,958 | 52,352,178 | 20,403,958 | 52,352,178 | 26,679,279 | 20,718,659 | 19,531,768 | 17,959,321 | ||
Shares issued | 114 | 4,287,519 | 1,580,006 | ||||||||
Conversion of Class B common stock to Class A common stock (in shares) | 774,846 | 657,982 | 913,645 | ||||||||
Common Class A [Member] | ATM Agreement [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Shares issued | 0 | 114 | 4,287,519 | 114 | 4,513,879 | ||||||
Proceeds from issuance of common stock, net | $ 200 | $ 13,600,000 | $ 200 | $ 14,000,000 | |||||||
Payments for commission | $ 400,000 | $ 400,000 | |||||||||
Common Class A [Member] | ATM Agreement [Member] | Piper Sandler & Co. [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common Stock, Shares Authorized | $ 10,300,000 | ||||||||||
Common stock, additional shares authorized | $ 39,700,000 | ||||||||||
Common Class A [Member] | ATM Agreement [Member] | Piper Sandler & Co. [Member] | Maximum [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Sale of common stock commission on gross sale price | 3.00% | ||||||||||
Common Class A [Member] | Stock Price Equaled or Exceeded 42.00 [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common stock, shares outstanding subject to cancellation | 285,715 | 285,715 | 285,715 | ||||||||
Closing price per share | $ 42 | $ 42 | $ 42 | ||||||||
Conversion of common stock consecutive trading period | 20 days | ||||||||||
Common stock maximum trading period | 30 days | ||||||||||
Common Class A [Member] | Stock Price 47.25 [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common stock, shares outstanding subject to cancellation | 174,194 | 174,194 | 174,194 | ||||||||
Closing price per share | $ 47.25 | $ 47.25 | $ 47.25 | ||||||||
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 | 2,302,936 | |||||||
Common stock, outstanding | 0 | 2,302,936 | 0 | 2,302,936 | 0 | 0 | 2,302,936 | 5,014,897 | 5,500,692 | ||
Common stock, voting rights | one | ||||||||||
Conversion of Class B common stock to Class A common stock (in shares) | (2,711,961) | (2,302,936) | (3,197,756) |
Earnings (Loss) Per Share - (De
Earnings (Loss) Per Share - (Details Narrative) - shares | Nov. 09, 2024 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 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 | 459,909 | 459,909 | 459,909 | 459,909 | |
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 | 459,909 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Basic net income (loss) per share | |||||
Net loss attributable to U.S. Well Services, Inc. | $ (9,579) | $ (14,158) | $ (47,861) | $ (199,481) | |
Net loss attributable to cancellable Class A common stock | 146 | 334 | 834 | 4,937 | |
Basic net loss attributable to U.S. Well Services, Inc. shareholders | (9,433) | (13,824) | (47,027) | (194,544) | |
Dividends accrued on Series A preferred stock | (997) | (1,854) | (4,808) | (5,450) | |
Dividends accrued on Series B preferred stock | (3,069) | (681) | (4,591) | (1,347) | |
Deemed and imputed dividends on preferred stock | (464) | (750) | (12,578) | ||
Exchange of Series A preferred stock for convertible senior notes | 8,936 | ||||
Basic net loss attributable to U.S. Well Services, Inc. Class A common shareholders | $ (15,008) | $ (16,823) | $ (55,418) | $ (213,919) | |
Weighted average shares outstanding | 30,262,070 | 19,507,620 | 26,379,273 | 18,582,968 | |
Cancellable Class A common stock | 459,909 | 459,909 | 459,909 | 459,909 | |
Basic and diluted weighted average shares outstanding | [1] | 29,802,161 | 19,047,711 | 25,919,364 | 18,123,059 |
Basic and diluted net loss per share attributable to Class A common shareholders | [1] | $ (0.50) | $ (0.88) | $ (2.14) | $ (11.80) |
Series A Redeemable Convertible Preferred Stock [Member] | |||||
Basic net income (loss) per share | |||||
Dividends accrued on Series A preferred stock | $ 997 | $ 1,854 | $ 4,808 | $ 5,450 | |
Deemed and imputed dividends on preferred stock | (464) | (750) | (12,578) | ||
Exchange of Series A preferred stock for convertible senior notes | 8,936 | ||||
Series B Redeemable Convertible Preferred Stock [Member] | |||||
Basic net income (loss) per share | |||||
Dividends accrued on Series B preferred stock | 3,069 | $ 681 | 4,591 | $ 1,347 | |
Deemed and imputed dividends on preferred stock | $ (1,509) | $ (7,178) | |||
[1] | Prior periods have been adjusted to reflect the 1-for- 3.5 reverse stock split on September 30, 2021. See Note 2, Reverse Stock Split, for details. |
Earnings (Loss) Per Share (De_2
Earnings (Loss) Per Share (Details1) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded as anti-dilutive | 38,660,553 | 30,552,189 | 38,660,553 | 30,552,189 |
Anti-dilutive Stock Options [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded as anti-dilutive | 250,649 | 250,649 | 250,649 | 250,649 |
Anti-dilutive Warrants [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded as anti-dilutive | 4,503,280 | 4,899,233 | 4,503,280 | 4,899,233 |
Anti-dilutive Restricted Stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded as anti-dilutive | 389,659 | 426,332 | 389,659 | 426,332 |
Anti-dilutive Deferred Stock Units [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded as anti-dilutive | 2,052,474 | 2,052,474 | ||
Anti-dilutive Pool B Awards [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded as anti-dilutive | 3,387,218 | 3,387,218 | ||
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 | 657,982 | 657,982 | ||
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 | 1,123,362 | 2,613,215 | 1,123,362 | 2,613,215 |
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 | 21,704,778 | 21,704,778 | ||
Convertible Senior Notes [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded as anti-dilutive | 26,953,911 | 26,953,911 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 5,856 | $ 1,037 | $ 9,517 | $ 4,519 |
Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 906 | 819 | 2,607 | 3,832 |
Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 218 | $ 218 | 648 | $ 687 |
Deferred Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 544 | 1,036 | ||
Pool A awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 3,525 | 4,006 | ||
Pool B Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 663 | $ 1,220 |
Share-Based Compensation (Paren
Share-Based Compensation (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 5,856 | $ 1,037 | $ 9,517 | $ 4,519 |
Cost of Services [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 1,228 | (97) | 1,702 | 1,106 |
Selling, General and Administrative Expenses [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 4,628 | $ 1,134 | $ 7,815 | $ 3,413 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details 1) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Beginning balance | shares | 414,071 |
Number of shares, Granted | shares | 88,025 |
Number of shares, Vested | shares | (102,646) |
Number of shares, Forfeited | shares | (9,791) |
Number of shares, Ending balance | shares | 389,659 |
Weighted-average grant-date fair value per share at beginning of period | $ / shares | $ 31.01 |
Weighted-average grant-date fair value per share, Granted | $ / shares | 2.70 |
Weighted-average grant-date fair value per share, Vested | $ / shares | 31.19 |
Weighted-average grant-date fair value per share, Forfeited | $ / shares | 31.19 |
Weighted-average grant-date fair value per share at end of period | $ / shares | $ 24.57 |
Share-Based Compensation (Det_3
Share-Based Compensation (Details Narrative) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Restricted Stock [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock-based compensation to be recognized | $ 4.7 |
Period for recognition of unrecognized compensation cost | 1 year 5 months 8 days |
Restricted Stock [Member] | Employees [Member] | Common Class A [Member] | Long Term Incentive Plan Member | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share vesting period | 4 years |
Restricted Stock [Member] | Directors [Member] | Common Class A [Member] | Long Term Incentive Plan Member | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share vesting period | 1 year |
Stock Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock-based compensation to be recognized | $ 1.3 |
Period for recognition of unrecognized compensation cost | 1 year 5 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 8 months 1 day |
Stock-based compensation to be recognized | $ 2.1 |
Anti-dilutive Deferred Stock Units [Member] | Common Class A [Member] | Long Term Incentive Plan Member | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share vesting period | 3 years |
DSU represents right to receive number of shares | shares | 1 |
Pool A Performance Awards [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Period for recognition of unrecognized compensation cost | 4 years 6 months 29 days |
Stock-based compensation to be recognized | $ 4.3 |
Pool A Performance Awards [Member] | Common Class A [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share vesting period | 1 year |
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 8 months 12 days |
Stock-based compensation to be recognized | $ 2.5 |
Pool B Performance Awards [Member] | Common Class A [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share vesting period | 3 years |
2020 Pool A Performance Awards [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Fair value of award liability | $ 2.9 |
2021 Pool A Performance Awards [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Fair value of award liability | $ 3.4 |
Share-Based Compensation (Det_4
Share-Based Compensation (Details 2) - Stock Options [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, Beginning balance | 250,649 | |
Shares, Ending balance | 250,649 | 250,649 |
Shares, Exercisable | 125,325 | |
Weighted average exercise price, Beginning of period | $ 31.19 | |
Weighted average exercise price, Ending of period | 31.19 | $ 31.19 |
Weighted average exercise price, Exercisable | $ 31.19 | |
Weighted average remaining contractual term | 4 years 5 months 15 days | 5 years 2 months 15 days |
Weighted average remaining contractual term, Exercisable | 4 years 5 months 15 days |
Share-Based Compensation (Det_5
Share-Based Compensation (Details 3) - Anti-dilutive Deferred Stock Units [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Beginning balance | shares | 2,546,249 |
Number of shares, Granted | shares | 404,294 |
Number of shares, Vested | shares | (873,408) |
Number of shares, Forfeited | shares | (24,661) |
Number of shares, Ending balance | shares | 2,052,474 |
Weighted-average grant-date fair value per share at beginning of period | $ / shares | $ 1.16 |
Weighted-average grant-date fair value per share, Granted | $ / shares | 2.87 |
Weighted-average grant-date fair value per share, Vested | $ / shares | 1.16 |
Weighted-average grant-date fair value per share, Forfeited | $ / shares | 1.16 |
Weighted-average grant-date fair value per share at end of period | $ / shares | $ 1.49 |
Share-Based Compensation (Det_6
Share-Based Compensation (Details 4) - Pool B Performance Awards [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value, Outstanding, Beginning balance | $ 3,356 |
Fair value, Granted | 1,499 |
Fair value, Vested | (1,151) |
Fair value, Forfeited | (32) |
Fair value, Outstanding, Ending balance | $ 3,672 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Mar. 27, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Income Taxes [Line Items] | |||
Effective tax rate on continuing operations | (0.06%) | ||
Uncertain tax positions | $ 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 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | |||||||
Rent expense | $ 347 | $ 667 | $ 976 | $ 1,854 | |||
Estimated claims incurred, but not reported | 300 | 300 | $ 200 | ||||
Cost of Services [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Rent expense | 278 | 347 | 774 | 1,150 | |||
Selling, General and Administrative Expenses [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Rent expense | $ 69 | $ 320 | $ 202 | $ 704 | |||
Minimum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Term of operating leases for facilities | 36 years | 36 years | |||||
Maximum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Term of operating leases for facilities | 76 months | 76 months | |||||
Sand Purchase Agreements [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Purchase Obligation | $ 1,800 | $ 1,800 | |||||
Contracted volumes | $ 2,800 | 2,800 | |||||
Smart Sand Litigation [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
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, Inc. (“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 proppant for a period of two years (the “Settlement”). |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Equipment Purchase and Services Agreements [Member] $ in Thousands | Sep. 30, 2021USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Remainder of 2021 | $ 8,850 |
2022 | 88,700 |
2023 | 46,250 |
2024 | 1,400 |
Total | $ 145,200 |
Commitments and Contingencies_4
Commitments and Contingencies (Details 1) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases, Remainder of 2021 | $ 222 |
Operating Leases, 2022 | 828 |
Operating Leases, 2023 | 308 |
Operating Leases, 2024 | 258 |
Operating Leases, 2025 | 67 |
Operating Leases, Total | 1,683 |
Capital Leases, Remainder of 2021 | 135 |
Capital Leases, 2022 | 541 |
Capital Leases, 2023 | 541 |
Capital Leases, 2024 | 536 |
Capital Leases, 2025 | 161 |
Capital Leases, Total | $ 1,914 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 17, 2021 | Jun. 24, 2021 | Apr. 01, 2020 | May 31, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Series A Convertible Redeemable Preferred Stock [Member] | ||||||||||
Amount of preferred stock held by related party, shares | 19,610 | 19,610 | 50,000 | |||||||
Series B Convertible Redeemable Preferred Stock [Member] | ||||||||||
Amount of preferred stock held by related party, shares | 0 | 0 | 22,050 | |||||||
Series B Convertible Redeemable Preferred Stock [Member] | Crestview Partners (“Crestview”) [Member] | ||||||||||
Amount of preferred stock held by related party, shares | 11,500 | |||||||||
Proceeds received from issuance of preferred stock | $ 11,500,000 | |||||||||
Conversion of Series B preferred stock to Class A common stock, shares | 11,500 | |||||||||
Series B Convertible Redeemable Preferred Stock [Member] | TCW Group Inc [Member] | ||||||||||
Amount of preferred stock held by related party, shares | 6,500 | |||||||||
Proceeds received from issuance of preferred stock | $ 6,500,000 | |||||||||
Conversion of Series B preferred stock to Class A common stock, shares | 6,500 | |||||||||
Series B Convertible Redeemable Preferred Stock [Member] | David Matlin [Member] | ||||||||||
Amount of preferred stock held by related party, shares | 1,878 | |||||||||
Proceeds received from issuance of preferred stock | $ 1,900,000 | |||||||||
Conversion of Series B preferred stock to Class A common stock, shares | 1,678 | |||||||||
Series B Convertible Redeemable Preferred Stock [Member] | David Treadwell [Member] | ||||||||||
Conversion of Series B preferred stock to Class A common stock, shares | 200 | |||||||||
Common Class A [Member] | ||||||||||
Conversion of Series A, Series B preferred stock to Class A common stock (in shares) | 25,565,707 | 265,000 | 784,508 | 25,565,707 | 149,707 | 26,615,215 | 149,707 | |||
Common Class A [Member] | Crestview Partners (“Crestview”) [Member] | ||||||||||
Conversion of Series A, Series B preferred stock to Class A common stock (in shares) | 13,974,980 | |||||||||
Common Class A [Member] | TCW Group Inc [Member] | ||||||||||
Conversion of Series A, Series B preferred stock to Class A common stock (in shares) | 7,898,902 | |||||||||
Common Class A [Member] | David Matlin [Member] | ||||||||||
Conversion of Series A, Series B preferred stock to Class A common stock (in shares) | 2,039,132 | |||||||||
Common Class A [Member] | David Treadwell [Member] | ||||||||||
Conversion of Series A, Series B preferred stock to Class A common stock (in shares) | 243,044 | |||||||||
Convertible Senior Notes [Member] | Crestview Partners (“Crestview”) [Member] | ||||||||||
Principal amount of convertible senior notes | $ 40,000,000 | |||||||||
Proceeds from related party debt | $ 20,000,000 | |||||||||
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 |