Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 15, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | U.S. WELL SERVICES, INC. | ||
Entity Central Index Key | 0001670349 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity File Number | 001-38025 | ||
Entity Public Float | $ 37,768,341 | ||
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 | ||
Entity Interactive Data Current | Yes | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | Certain information required to be disclosed in Part III of this report is incorporated by reference from the registrant’s definitive proxy statement or an amendment to this report, which will be filed with the SEC not later than 120 days after the end of the fiscal year covered by this report. | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Houston, Texas | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 77,093,277 | ||
Title of each class | CLASS A COMMON SHARES $0.0001, par value | ||
Trading Symbol | USWS | ||
Name of each exchange on which registered | NASDAQ | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 0 | ||
Warrants [Member] | |||
Document Information [Line Items] | |||
Title of each class | WARRANTS | ||
Trading Symbol | USWSW | ||
Name of each exchange on which registered | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 6,384 | $ 3,693 |
Restricted cash | 2,736 | 1,569 |
Accounts receivable (net of allowance for doubtful accounts of $0 and $12,000 as of December 31, 2021 and 2020, respectively) | 25,743 | 44,393 |
Inventory, net | 6,351 | 7,965 |
Assets held for sale | 2,043 | |
Prepaids and other current assets | 18,748 | 10,707 |
Total current assets | 62,005 | 68,327 |
Property and equipment, net | 162,664 | 235,332 |
Intangible assets, net | 12,500 | 13,466 |
Goodwill | 4,971 | 4,971 |
Other assets | 1,417 | 1,127 |
TOTAL ASSETS | 243,557 | 323,223 |
Current liabilities: | ||
Accounts payable | 29,180 | 36,362 |
Accrued expenses and other current liabilities | 16,842 | 14,781 |
Notes payable | 2,320 | 998 |
Current portion of long-term debt | 5,000 | 10,000 |
Current portion of equipment financing | 3,412 | 3,519 |
Current portion of capital lease obligations | 1,092 | 54 |
Total current liabilities | 57,846 | 65,714 |
Warrant liabilities | 3,557 | 1,619 |
Long-term debt | 167,507 | 274,555 |
Convertible senior notes | 105,769 | |
Long-term equipment financing | 5,128 | 9,347 |
Long-term capital lease obligations | 2,112 | |
Other long-term liabilities | 6,875 | 3,539 |
Total liabilities | 348,794 | 354,774 |
Commitments and contingencies (NOTE 12) | ||
Stockholders' deficit: | ||
Additional paid in capital | 263,928 | 217,217 |
Accumulated deficit | (393,036) | (322,431) |
Total Stockholders' deficit | (129,103) | (105,212) |
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT | 243,557 | 323,223 |
Series A Convertible Redeemable Preferred Stock [Member] | ||
Mezzanine equity: | ||
Redeemable Convertible Preferred Stock | 23,866 | 50,975 |
Series B Convertible Redeemable Preferred Stock [Member] | ||
Mezzanine equity: | ||
Redeemable Convertible Preferred Stock | 22,686 | |
Common Class A [Member] | ||
Stockholders' deficit: | ||
Common stock | $ 5 | $ 2 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 0 | $ 12,000,000 |
Series A Convertible Redeemable Preferred Stock [Member] | ||
Mezzanine Equity, par value | $ 0.0001 | $ 0.0001 |
Mezzanine Equity, authorized | 55,000 | 55,000 |
Mezzanine Equity, issued | 19,610 | 50,000 |
Mezzanine Equity, outstanding | 19,610 | 50,000 |
Mezzanine Equity, liquidation preference | $ 27,274,000 | $ 60,418,000 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 400,000,000 | 400,000,000 |
Common stock, issued | 53,148,952 | 20,718,659 |
Common stock, outstanding | 53,148,952 | 20,718,659 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 20,000,000 | 20,000,000 |
Common stock, issued | 0 | 2,302,936 |
Common stock, outstanding | 0 | 2,302,936 |
Series B Convertible Redeemable Preferred Stock [Member] | ||
Mezzanine Equity, par value | $ 0.0001 | $ 0.0001 |
Mezzanine Equity, authorized | 22,050 | 22,050 |
Mezzanine Equity, issued | 0 | 22,050 |
Mezzanine Equity, outstanding | 0 | 22,050 |
Mezzanine Equity, liquidation preference | $ 0 | $ 24,100,000 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Parenthetical 1) | Sep. 30, 2021 |
Statement of Financial Position [Abstract] | |
Reverse stock split ratio | 0.2857142857 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 250,463,000 | $ 244,007,000 |
Costs and expenses: | ||
Cost of services (excluding depreciation and amortization) | 221,364,000 | 187,803,000 |
Depreciation and amortization | 35,444,000 | 80,353,000 |
Selling, general and administrative expenses | 32,578,000 | 43,632,000 |
Impairment of long-lived assets | 0 | 147,543,000 |
Litigation settlement | 35,000,000 | |
(Gain) loss on disposal of assets | (21,896,000) | 7,112,000 |
Loss from operations | (52,027,000) | (222,436,000) |
Interest expense, net | (33,370,000) | (25,226,000) |
Change in fair value of warrant liabilities | (2,152,000) | 6,342,000 |
Patent license sales | 22,500,000 | |
Loss on extinguishment of debt, net | (6,142,000) | |
Other income | 515,000 | 108,000 |
Loss before income taxes | (70,676,000) | (241,212,000) |
Income tax benefit | (27,000) | (824,000) |
Net loss | (70,649,000) | (240,388,000) |
Net loss attributable to noncontrolling interest | (44,000) | (11,048,000) |
Net loss attributable to U.S. Well Services, Inc. | (70,605,000) | (229,340,000) |
Dividends accrued on Series A preferred stock | (5,857,000) | (7,214,000) |
Dividends accrued on Series B preferred stock | (4,591,000) | (2,049,000) |
Deemed and imputed dividends on Series A preferred stock | (750,000) | (13,022,000) |
Deemed dividends on Series B preferred stock | (7,178,000) | (564,000) |
Exchange of Series A preferred stock for convertible senior notes | 8,936,000 | |
Net loss attributable to U.S. Well Services, Inc. common stockholders | $ (80,045,000) | $ (252,189,000) |
Loss per common share (See Note 15): | ||
Basic and diluted | $ (2.44) | $ (13.32) |
Weighted average common shares outstanding: | ||
Basic and diluted | 32,393,946 | 18,511,783 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) | Sep. 30, 2021 |
Income Statement [Abstract] | |
Reverse stock split ratio | 0.2857142857 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (70,649) | $ (240,388) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||
Depreciation and amortization | 35,444 | 80,353 |
Change in fair value of warrant liabilities | 2,152 | (6,342) |
Impairment of long-lived assets | 147,543 | |
Provision for losses on accounts receivable | 9 | 12,031 |
Provision for losses on inventory obsolescence | 2,461 | 620 |
(Gain) loss on disposal of assets | (21,896) | 7,112 |
Convertible senior notes converted into sales of patent licenses | (22,500) | |
Amortization of debt discount, premium and issuance costs | 6,401 | 4,896 |
Paid-in-kind interest on convertible senior notes | 9,686 | |
Loss on extinguishment of debt, net | 6,142 | |
Share-based compensation expense | 11,694 | 10,056 |
Changes in assets and liabilities: | ||
Accounts receivable | 18,642 | 23,118 |
Inventory | (847) | 468 |
Prepaids and other current assets | (6,063) | 6,288 |
Accounts payable | 888 | (23,999) |
Accrued liabilities | (4,387) | (6,208) |
Accrued interest | 13,546 | (6,932) |
Net cash provided by (used in) operating activities | (19,277) | 8,616 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (57,724) | (55,943) |
Proceeds from sale of property and equipment and insurance proceeds from damaged property and equipment | 113,880 | 20,944 |
Net cash provided by (used in) investing activities | 56,156 | (34,999) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from revolving credit facility | 32,160 | 68,957 |
Repayments of revolving credit facility | (41,700) | (85,497) |
Proceeds from issuance of long-term debt | 3,004 | 31,996 |
Repayments of long-term debt | (125,506) | (3,750) |
Payment of fees related to debt extinguishment | (2,025) | |
Proceeds from issuance of convertible senior notes | 97,500 | |
Proceeds from issuance of notes payable | 10,699 | 1,121 |
Repayments of notes payable | (9,377) | (7,507) |
Repayments of amounts under equipment financing | (4,327) | (3,199) |
Principal payments under capital lease obligations | (620) | (10,474) |
Proceeds from issuance of preferred stock and warrants, net | 19,596 | |
Proceeds from issuance of common stock, net | 14,667 | 400 |
Deferred financing costs | (7,496) | (21,402) |
Net cash used in financing activities | (33,021) | (9,759) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 3,858 | (36,142) |
Cash and cash equivalents and restricted cash, beginning of period | 5,262 | 41,404 |
Cash and cash equivalents and restricted cash, end of period | 9,120 | 5,262 |
Supplemental cash flow disclosure: | ||
Interest paid | 2,423 | 26,287 |
Income tax (refunds received) paid | (810) | 144 |
Non-cash investing and financing activities: | ||
Exchange of Series A preferred stock for convertible senior notes | 24,780 | |
Deemed and imputed dividends on Series A preferred stock | 750 | 13,022 |
Changes in accrued and unpaid capital expenditures | 8,070 | 9,818 |
Assets under capital lease obligations | 3,595 | 229 |
Common Class A [Member] | ||
Non-cash investing and financing activities: | ||
Issuance of stock to senior secured term loan lenders | 1,438 | |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Non-cash investing and financing activities: | ||
Issuance of stock to senior secured term loan lenders | 1,050 | |
Conversion of preferred stock to Class A common stock | 27,277 | |
Dividends accrued on preferred stock | 4,591 | 2,049 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Non-cash investing and financing activities: | ||
Conversion of preferred stock to Class A common stock | 4,852 | |
Dividends accrued on preferred stock | $ 5,857 | $ 7,214 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Class A [Member] | Common Class B [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interests [Member] |
Balance at Dec. 31, 2019 | $ 142,930 | $ 2 | $ 1 | $ 225,385 | $ (93,091) | $ 10,633 | ||
Balance (in shares) at Dec. 31, 2019 | 17,959,321 | 5,500,692 | ||||||
Class A common stock issuance | 1,817 | 1,817 | ||||||
Class A common stock issuance (in shares) | 1,806,251 | |||||||
Reclassification of warrant liability upon forfeiture | 203 | 203 | ||||||
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) | 913,645 | (3,197,756) | ||||
Conversion of Series A or Series B preferred stock to Class A common stock | 4,852 | 4,852 | ||||||
Conversion of Series A, Series B preferred stock to Class A common stock (in shares) | 250,414 | 250,414 | ||||||
Share-based compensation | 7,729 | 7,314 | 415 | |||||
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) | (166,899) | |||||||
Deemed and imputed dividends on Series A preferred stock | (13,022) | (13,022) | ||||||
Accrued Series A preferred stock dividends | (7,214) | (7,214) | ||||||
Accrued Series B preferred stock dividends | (2,049) | (2,049) | ||||||
Net loss | (240,388) | (229,340) | (11,048) | |||||
Balance at Dec. 31, 2020 | (105,212) | $ 2 | 217,217 | (322,431) | ||||
Balance (in shares) at Dec. 31, 2020 | 20,718,659 | 2,302,936 | 20,718,659 | 2,302,936 | ||||
Class A common stock issuance | 14,348 | $ 1 | 14,347 | |||||
Class A common stock issuance (in shares) | 5,091,800 | |||||||
Reclassification of warrant liability upon forfeiture | 232 | 232 | ||||||
Class A common stock issuance for reverse stock split round up (in shares) | 24,218 | |||||||
Conversion of Class B common stock to Class A common stock (in shares) | 657,982 | (2,302,936) | 657,982 | (2,302,936) | ||||
Conversion of Series A or Series B preferred stock to Class A common stock | 27,277 | $ 2 | 27,275 | |||||
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 | 7,313 | 7,269 | 44 | |||||
Restricted stock grants (in shares) | 88,025 | |||||||
Tax withholding related to vesting of share-based compensation | (150) | (150) | ||||||
Tax withholding related to vesting of share-based compensation (in shares) | (36,352) | |||||||
Restricted stock forfeitures (in shares) | (10,595) | |||||||
Deemed and imputed dividends on Series A preferred stock | (750) | (750) | ||||||
Accrued Series A preferred stock dividends | (5,857) | (5,857) | ||||||
Accrued Series B preferred stock dividends | (4,591) | (4,591) | ||||||
Net loss | (70,649) | (70,605) | (44) | |||||
Balance at Dec. 31, 2021 | $ (129,103) | $ 5 | $ 263,928 | $ (393,036) | ||||
Balance (in shares) at Dec. 31, 2021 | 53,148,952 | 0 | 53,148,952 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) | Sep. 30, 2021 |
Statement of Stockholders' Equity [Abstract] | |
Reverse stock split ratio | 0.2857142857 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | NOTE 1 – DESCR IPTION OF BUSINESS U.S. Well Services, Inc. (the “Company,” “we,” “us” or “our”), f/k/a Matlin & Partners Acquisition Corp, 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 pressure pumping 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 mostly of all-electric, mobile pressure pumping equipment and other auxiliary heavy equipment to perform stimulation services. The Company's Clean Fleet ® electric 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 hydraulic fracturing 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 since then it has sold most of its legacy, diesel-powered pressure pumping equipment. We have retained some of our legacy, diesel-powered pressure pumping equipment for use during our transition to support our electric fleets and bridge the time gap between our customers' current service needs and the deployment of our newbuild Nyx Clean Fleets ® . Upon delivery, our Nyx Clean Fleets ® are intended to replace any conventional fleet in operation. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Our operations are organized into a single business segment, which consists of pressure pumping services, and we have one reportable geographical business segment, the United States. 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 Annual Report on Form 10-K has been retroactively adjusted to reflect the impact of the reverse stock split. Principles of Consolidation The 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. Cash and Cash Equivalents Cash equivalents are highly liquid investments with an original maturity at the date of acquisition of three months or less. Cash and cash equivalents consist of cash on deposit with domestic banks and, at times, may exceed federally insured limits. 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 consolidated balance sheets. As of December 31, 2021, restricted cash consisted of $ 729 transferred into a trust account to support our workers’ compensation obligations and $ 2,007 for use in prepayment of the Senior Secured Term Loan. As of December 31, 2020, restricted cash consisted of $ 513 transferred into a trust account to support our workers’ compensation obligations and $ 1,056 for use in approved capital expenditures. The following table provides a reconciliation of the amount of cash and cash equivalents and restricted cash reported on the consolidated balance sheets that sum to the total of the same amounts shown on the consolidated statements of cash flows: December 31, 2021 2020 Cash and cash equivalents $ 6,384 $ 3,693 Restricted cash 2,736 1,569 Cash and cash equivalents and restricted cash $ 9,120 $ 5,262 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 year ended December 31, 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 $ 14,470 in connection with a customer’s bankruptcy. The Assignment was for consideration of $ 2,478 , which the Company received on April 26, 2021. During the first quarter of 2021, the Company wrote-off the related receivables of $ 12,000 , which was the unrealized amount of the claim assigned and was previously reserved for in full as of December 31, 2020. As of December 31, 2021, the Company did no t record an allowance for doubtful accounts. The following table shows the change in allowance for doubtful accounts: December 31, 2021 2020 Balance at beginning of period $ 12,000 $ 22 Charges to costs and expenses 9 12,031 Recoveries and write-offs ( 12,009 ) ( 53 ) Balance at end of period $ - $ 12,000 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 year ended December 31, 2021, the Company recorded $ 2,461 of reserves for losses on inventory obsolescence primarily related to conventional diesel parts. As of December 31, 2021 and 2020 , the Company had established inventory reserves of $ 1,272 and $ 315 , respectively, for obsolete and slow-moving inventory. The following table shows the change in the inventory reserves: December 31, 2021 2020 Balance at beginning of period $ 315 $ 579 Charges to costs and expenses 2,461 620 Recoveries and write-offs ( 1,504 ) ( 884 ) Balance at end of period $ 1,272 $ 315 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 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 consolidated statements of operations wherein the recognition of subsequent gains is limited to the cumulative loss previously recognized. During the year ended December 31, 2021 , the Company recorded no impairment charges on its held for sale assets. 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 pressure pumping 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. Impairment of Long-lived Assets Long-lived assets, such as property and equipment and amortizable identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When making this assessment, the following factors are considered: current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. We determine recoverability by evaluating whether the undiscounted estimated future net cash flows of the asset or asset group are less than its carrying value. When impairment is indicated, we proceed to Step 2 of the impairment test and measure the impairment as the amount by which the assets carrying value exceeds its fair value. Management considers several factors such as estimated future cash flows, appraisals, and current market value analysis in determining fair value. Assets are written down to fair value if the concluded current fair value is below the net carrying value. Impairment loss on long-lived assets of $ 147,543 was recorded during the first quarter of 2020 (refer to “ Note 6 – Goodwill and Intangible Assets”). No impairment of long-lived assets was recorded for the year ended December 31, 2021. 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. Deferred Financing Costs Costs incurred to obtain financing are capitalized and amortized to interest expense using the effective interest method over the contractual term of the debt. At the balance sheet date, deferred financing costs related to term loans are presented as a direct deduction from the debt liability, while deferred financing costs related to the revolver facility are presented as deferred financing costs, net, on the consolidated balance sheets. Warrants 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 in connection with its initial public offering (the “IPO”) 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 Warrants and Private Placement Warrants, the “warrants”). As of December 31, 2021, 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 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 consolidated balance sheet at fair value, with any changes in its fair value recognized in the 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 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 Preferred Stock The fair value of Series A preferred stock at the date of issuance was estimated by calculating the present value of its one-year redemption cost to the Company and then discounted for lack of marketability. The fair value of Series B preferred stock is the stated value, which is equal to the proceeds received from 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: Senior Secured Term Loan . The fair value of the Senior Secured Term Loan is $ 106,620 and $ 198,000 as of December 31, 2021 and 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 notes approximates fair value as its terms are consistent with and comparable to current market rates as of December 31, 2021 and 2020, respectively. Warrants. As of December 31, 2021, the Company’s outstanding warrants are accounted for as liabilities and measured at fair value. See “Note 9 – Warrant Liabilities” for fair value measurements associated with the Company’s warrants. Convertible Senior Notes . As of December 31, 2021 , the fair value of the Convertible Senior Notes is $ 73,538 , 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, pursuant to ASC 606, Revenue from Contracts with Customers. The Company’s revenues consist of providing pressure pumping services for either a pre-determined term or number of stages/wells to E&P companies operating in the onshore oil and natural gas basins of the United States. In the performance of these services, and at the request of our customers, we may also provide consumables such as chemicals and sand. Revenues are earned as services are rendered, which is generally on a per stage basis, per hour rate basis or daily rate basis. Customers are invoiced according to contract terms, which is generally upon the completion of a well or monthly with payment due typically 30 days from invoice date. 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. The practical expedient permits an entity to recognize revenue in the amount to which it has a right to invoice the customer if that amount corresponds directly with the value to the customer of the entity’s performance completed to date. The Company believes that this is an accurate reflection of the value transferred to the customer as each incremental obligation is performed. The Company has elected to expense sales commissions paid upon the successful signing of a new customer contract as incurred if the related contract will be fully satisfied within one year. For contracts that will not be fully satisfied within one year, these incremental costs of obtaining a contract with a customer will be recognized as a contract asset and amortized on a straight-line basis over the life of the contract. Patent License Sales. On June 24, 2021, the Company issued a Convertible Senior Note (See “Note 10 – 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 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 fleets, each valued at $ 7,500 . 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 consolidated statement of operations. Major Customer and Concentration of Credit Risk The concentration of our customers in the oil and natural gas industry may impact our overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables. The following table shows the percentage of revenues from our significant customers: Year Ended December 31, 2021 2020 Customer A * 11.2 % Customer B * 19.7 % Customer C 14.1 % 18.4 % Customer E 15.5 % 13.2 % Customer F 20.8 % 18.2 % An asterisk indicates that revenue is less than ten percent. The following table shows the percentage of trade receivables from our significant customers: Year Ended December 31, 2021 2020 Customer B * 32.2 % Customer C 20.4 % 17.0 % Customer F 24.3 % 12.7 % Customer G * 12.5 % Customer H * 13.5 % Customer J 29.7 % * Customer K 25.0 % * An asterisk indicates that trade receivable is less than ten percent. Share-Based Compensation Share-based compensation is measured on the grant date and fair value is recognized as expense over the requisite service period, which is generally the vesting period of the award. The Company recognizes forfeitures as they occur rather than estimating expected forfeitures. The fair value of time-based restricted stock, deferred stock units, or other performance incentive awards is determined based on the number of shares or units granted and the closing price of Class A common stock on the date of grant. The fair value of stock options is determined by applying the Black-Sholes model on the grant-date market value of the underlying Class A common stock. Deferred compensation expense associated with liability-based awards, such as certain performance incentive awards that could be settled either in cash or through issuance of a variable number of shares based on a fixed monetary amount at inception, is recognized at the fixed monetary amount at inception and is amortized on a straight-line basis over the requisite service period, which is generally the vesting period. However, the Company considers any delayed settlement as a post-vesting restriction which impacts the determination of the grant-date fair value of the award. The Company estimates fair value by using a risk-adjusted discount rate, which reflects the weighted average cost of capital of similarly traded public companies. 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. Our deferred tax calculation and valuation allowance requires us to make certain estimates about future operations. Changes in state or federal tax laws, as well as changes in our financial condition or the carrying value of existing assets and liabilities, could affect those estimates. The effect of a change in tax rates is recognized as income or expense in the period that the rate is enacted. 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 December 31, 2021 . The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Accounting Standards
Accounting Standards | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Accounting Standards | NOTE 3 – ACCOUNTING STANDARDS Recently Adopted Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. In August 2018, the Financial Accounting Standards Board (“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 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 consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20, ASU 2019-01 and ASU 2020-02 (collectively, "ASC 842"). ASC 842 requires companies to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets. The Company adopted ASC 842 on January 1, 2022, using the modified retrospective with applied transition method and will recognize a cumulative impact to retained earnings in that period. The Company elected to apply certain practical expedients, whereby it will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. Prior period financial statements would be stated under the old guidance ASC 840 with no change to prior periods or disclosures associated with prior period. Upon adoption of the new leasing standard, the Company will recognize additional right-of-use assets and related lease liabilities of approximately $ 1.6 million and $ 2.1 million, respectively, on its consolidated balance sheet as of January 1, 2022, primarily for its operating leases that existed upon the effective date. The impact of adoption of the new leasing standard has no impact to the consolidated statements of operations. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) , which changes the impairment model for most financial assets and certain other instruments. Specifically, this new guidance requires using a forward-looking, expected loss model for trade and other receivables, held-to-maturity debt securities, loans and other instruments. This will replace the currently used model and may result in an earlier recognition of allowance for losses. In addition, in November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, which clarifies guidance around how to report expected recoveries. The new guidance will be effective for emerging growth companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting the new guidance on the consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which removes specific exceptions to the general principles in Topic 740 in GAAP. The new guidance also improves the issuer’s application of income tax-related guidance and simplifies GAAP for franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, separate financial statements of legal entities that are not subject to tax, and enacted changes in tax laws in interim periods. The Company adopted ASU 2019-12 on January 1, 2022. The adoption is not expected to have a material impact on the Company's consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The new guidance will be effective for small reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2020-06 on January 1, 2022, using the modified retrospective method of transition. The adoption is not expected to have a material impact on the Company's consolidated financial statements. |
Prepaids and Other Current Asse
Prepaids and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
PREPAIDS AND OTHER CURRENT ASSETS | NOTE 4 – PREPAIDS AND OTHER CURRENT ASSETS Prepaids and other current assets consisted of the following: December 31, 2021 2020 Prepaid insurance $ 5,207 $ 3,162 Recoverable costs from insurance 11,109 4,635 Income tax receivable 757 1,567 Other current assets 1,675 1,343 Total prepaid expenses and other current assets $ 18,748 $ 10,707 During the year ended December 31, 2021, the Company prepaid $ 13,241 in insurance premiums related to renewals of various insurance policies. The Company has insurance coverage in place covering, among other things, property damage up to certain specified amounts. Recoverable costs from insurance as of December 31, 2021, was $ 11,109 , which represents net book value of equipment damaged that we expect to recover from insurance , which was collected in full during the first quarter of 2022. The $ 4,635 of recoverable costs from insurance, recorded as of December 31, 2020, was collected in full during the first quarter of 2021. During the years ended December 31, 2021 and 2020 , the Company received $ 9,053 and $ 4,854 , respectively, as insurance reimbursement. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5 – PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following: Estimated December 31, 2021 2020 Pressure pumping equipment (1) 1.5 to 25 $ 186,826 $ 263,869 Light duty vehicles (2) 5 5,524 2,483 Furniture and fixtures 5 67 67 IT equipment 3 1,033 1,676 Auxiliary equipment 2 to 20 12,218 11,058 Leasehold improvements Term of lease 276 287 205,944 279,440 Less: Accumulated depreciation and amortization ( 43,280 ) ( 44,108 ) Property and equipment, net $ 162,664 $ 235,332 (1) As of December 31, 2021, the Company had capitalized $ 540 related to capital leases and the accumulated depreciation was $ 270 . (2) As of December 31, 2021 and 2020 , the Company had capitalized $ 3,857 and $ 260 , respectively, related to capital leases and the accumulated depreciation was $ 489 and $ 31 , respectively. Depreciation and amortization expense related to property and equipment during the years ended December 31, 2021 and 2020 was $ 34,479 and $ 79,263 , respectively. During the year ended December 31, 2020, as a result of the impairment test on long-lived assets described in “Note 6 – Goodwill and Intangible Assets,” the Company recorded an impairment charge of $ 140,273 to reduce the carrying value of property and equipment to its fair value on the date of impairment. No impairment of long-lived assets was recorded for the year ended December 31, 2021. Assets Sales In May 2021, the Company announced its commitment to becoming an all-electric pressure pumping services provider and since then has sold most of its legacy, diesel-powered pressure pumping equipment. As of December 31, 2021 , the Company has classified $ 2,043 in net book value of diesel pressure pumping equipment, which was subsequently sold in January 2022, as assets held for sale on the consolidated balance sheet. During the year ended December 31, 2021 , the Company received $ 105,963 in proceeds from the sale of equipment, of which $ 44,450 was for assets classified as held for sale and $ 35,000 was a result of sale-leaseback transaction (described below). In January 2022 , the Company sold its remaining assets classified as held for sale for $ 2,110 in proceeds. 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 $ 21,896 and a loss of $ 7,112 from disposal of assets for the years ended December 31, 2021 and 2020, respectively. In October 2021, the Company entered into an agreement to sell certain power generation equipment for proceeds of $ 35,000 . Concurrent with the sale of the assets, the Company entered into a twelve month lease agreement whereby the Company agreed to lease back the assets. In accordance with ASC 840, the Company accounted for the sale as a sale-leaseback transaction and accounted for the lease as a short-term operating lease. The Company deferred $ 7,410 of the gain from disposal of assets to accrued expenses and other current labilities to amortize over the minimum terms of the lease. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 6 – GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill represents the difference between the purchase price and the estimated fair value of identifiable assets acquired and liabilities assumed. As of December 31, 2021 and 2020 , the Company had goodwill of $ 4,971 . Intangible Assets A summary of intangible assets consisted of the following: Estimated Gross Accumulated Net Book As of December 31, 2021 Trademarks 10 $ 1,415 $ 362 $ 1,053 Patents 20 12,775 1,328 11,447 $ 14,190 $ 1,690 $ 12,500 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 $ 966 and $ 1,090 for the years ended December 31, 2021 and 2020, respectively, which was included as part of depreciation and amortization in the consolidated statements of operations. During the first quarter of 2020, the Company identified a triggering event and performed a quantitative impairment test on long-lived assets. The expected present value method, a form of the income approach, was utilized to determine the fair value of long-lived assets. This method is based on expected cash flows using a risk-adjusted discount rate, which reflects the weighted average cost of capital of similarly traded public companies. As a result of the impairment test performed, during the year ended December 31, 2020, the Company recorded an impairment charge of $ 7,270 to reduce the carrying value of intangible assets to its fair value on the date of impairment. No impairment of intangible assets was recorded for the year ended December 31, 2021. As of December 31, 2021 , the estimated amortization expense for future periods is as follows: Fiscal Year Estimated 2022 $ 966 2023 966 2024 966 2025 966 2026 966 Thereafter 7,670 Total $ 12,500 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | NOTE 7 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: December 31, 2021 2020 Accrued payroll and benefits $ 5,188 $ 7,208 Accrued taxes 5,041 5,380 Accrued interest 287 317 Deferred gain on sale-leaseback 5,557 - Other current liabilities 769 1,876 Accrued expenses and other current liabilities $ 16,842 $ 14,781 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 8 – NOTES PAYABLE The Company enters into various premium finance agreements with a credit finance institution to pay the premiums on insurance policies for its directors’ and officers’ liability, general liability, workers’ compensation, umbrella, auto and pollution coverage needs. During the years ended December 31, 2021 and 2020 , the aggregate amount of the premiums financed was $ 10,699 and $ 1,121 , respectively, payable in equal monthly installments at a weighted average interest rate of 5.2 % and 5.3 %, respectively. These premium finance agreements are due within one year and are recorded as notes payable under current liabilities in the consolidated balance sheets. As of December 31, 2021 and 2020 , the Company had a remaining balance of $ 2,320 and $ 998 , respectively, related to notes payable. |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liabilities | NOTE 9 – WARRANT LIABILITIES Public Warrants and Private Placement Warrants Pursuant to the Company’s IPO, 32,500,000 warrants (the “Public Warrants”) were issued and 15,500,000 warrants (the “Private Placement Warrants”) were sold simultaneously to Matlin & Partners Acquisition Sponsor, LLC (the “Sponsor”) and Cantor Fitzgerald (the “Underwriter”). 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 our Class A common stock. The warrants became exercisable 30 days after the completion of the transaction and expire on November 9, 2023 or earlier upon redemption or liquidation. The Company may redeem the outstanding Public Warrants at a price of $ 0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if the last sale price of the Company’s common stock equals or exceeds $ 84.00 p er share for any 20 trading days within a 30 -trading day period ending on the third business day before the Company sends the notice of redemption to the warrant holders. The Private Placement Warrants, however, are nonredeemable so long as they are held by the Sponsor, the Underwriter or their permitted transferees. During the year ended December 31, 2021, no Public or Private Placement Warrants were redeemed, ex ercised or forfeited. During the year ended December 31, 2020, certain warrant holders elected to forfeit 6,327,218 Private Placement Warrants for no consideration. As of December 31, 2021 , 9,994,635 Public Warrants and 9,172,782 Private Placement Warrants were outstanding, and exercisable for an aggregate of 2,738,203 shares of Class A common stock. Series A Warrants On May 24, 2019 ("Closing Date"), the Company issued 2,933,333 initial warrants to certain institutional investors in connection with the Company's private placement of Series A preferred stock (the "Series A Warrants"). The Company will issue additional warrants to the purchasers in quarterly installments beginning nine months after the Closing Date through March 31, 2022. The Series A Warrants entitle their 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 . During the years ended December 31, 2021 and 2020 , the Company issued 1,777,776 and 1,911,108 additional Series A Warrants to the purchasers of Series A preferred stock, respectively, in accordance with the Series A preferred stock purchase agreement. During the year ended December 31, 2021, a Series A Warrant holder elected to forfeit 399,999 Series A Warrants for no consideration. See “ Note 13 – Mezzanine Equity” for additional discussion of the Series A preferred stock purchase agreement. As of December 31, 2021 , 6,222,218 Series A Warrants were outstanding pursuant to the Series A preferred stock purchase agreement, and exercisable for 1,777,777 shares of Class A common stock. Fair Value Measurement As of December 31, 2021, the Company’s outstanding warrants are accounted for as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s 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 December 31, 2021 Public Warrants $ 752 $ - $ - $ 752 Private Placement Warrants - 871 - 871 Series A Warrants - 1,934 - 1,934 $ 752 $ 2,805 $ - $ 3,557 As of December 31, 2020 Public Warrants $ 254 $ - $ - $ 254 Private Placement Warrants - 248 - 248 Series A Warrants - 1,117 - 1,117 $ 254 $ 1,365 $ - $ 1,619 Public Warrants . The fair value of the Public Warrants are classified as Level 1 in the fair value hierarchy and valued using quoted market prices, as they are traded in active markets. Private Placement Warrants. The fair value of the Private Placement Warrants are classified as a Level 2 in the fair value hierarchy and determined using a Monte Carlo simulation model. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s publicly traded warrants and from historical volatility of select peer company common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero -coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero . Series A Warrants . The fair value of the Series A Warrants are classified as a Level 2 in the fair value hierarchy and is determined using the Black-Scholes valuation method. The following assumptions were used to calculate the fair value for the private placement and Series A Warrants: Private Placement Warrants Series A Warrants As of December 31, 2021 Expected remaining life 1.9 years 3.9 years Volatility rate 227.5 % 227.5 % Risk-free interest rate 0.7 % 1.1 % Expected dividend rate 0 % 0 % As of December 31, 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 % The following table summarizes the activities, including changes in fair values of the Company’s warrant liabilities for the periods indicated : December 31, 2021 2020 Balance at beginning of period $ 1,619 $ 8,147 Reclassification of warrant liability upon forfeiture ( 232 ) ( 203 ) Change in fair value of warrant liabilities 2,152 ( 6,342 ) Amortization of warrant issuance costs 18 17 Balance at end of period $ 3,557 $ 1,619 |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | NOTE 10 – CONVERTIBLE SENIOR NOTES On June 24, 2021, the Company entered into a Note Purchase Agreement (as amended, the “Note Purchase Agreement”). As of December 31, 2021 , pursuant to the Note Purchase Agreement, the Company issued $ 136,500 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 $ 75,000 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 $ 39,000 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 $ 22,500 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 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 fleets, each valued at $ 7,500 . The Company recognized the $ 22,500 as other income from patent license sales in its 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: December 31, 2021 Principal $ 114,000 PIK interest 9,686 Unamortized debt premium 1,841 Unamortized debt discount and issuance costs ( 19,758 ) Net Convertible Senior Notes $ 105,769 During the year ended December 31, 2021 , the Company received $ 97,500 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 12 – Commitments and Contingencies”) and 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 $ 9,686 related to the Convertible Senior Notes for the year ended December 31, 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 13 – 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 $ 1,900 and a total discount of $ 16,120 . 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 year ended December 31, 2021 , we incurred transaction costs related to the issuance of the Convertible Senior Notes of $ 4,413 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 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 $ 745 for the year ended December 31, 2021 and is presented in interest expense in the consolidated statements of operations. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 11 – DEBT Long-term debt consisted of the following: December 31, 2021 2020 Senior Secured Term Loan $ 120,745 $ 246,250 ABL Credit Facility 14,170 23,710 PPP Loan - 10,000 USDA Loan 25,000 21,996 Equipment financing 8,540 12,866 Capital leases 3,204 229 Total debt principal balance 171,659 315,051 Senior Secured Term Loan future interest payable 24,384 10,925 Unamortized debt discount and issuance costs ( 11,792 ) ( 28,501 ) Current maturities ( 9,504 ) ( 13,573 ) Net long-term debt $ 174,747 $ 283,902 Senior Secured Term Loan On May 7, 2019, the Company, USWS LLC, as the borrower, and all the other subsidiaries of the Company entered into a Senior Secured Term Loan Credit Agreement (as amended, the “Senior Secured Term Loan Agreement”) with CLMG Corp., as administrative and collateral agent, and the lenders party thereto. Upon entering the Senior Secured Term Loan Agreement, the Company borrowed $ 250,000 in Term A Loans and Term B Loans (collectively the “Senior Secured Term Loan”) , which matures on December 5, 2025 . The Senior Secured Term Loan is not subject to financial covenants but is subject to certain non-financial covenants, including but not limited to, reporting, insurance, notice and collateral maintenance covenants as well as limitations on the incurrence of indebtedness, permitted investments, liens on assets, dispositions of assets, paying dividends, transactions with affiliates, mergers and consolidations. The Senior Secured Term Loan requires mandatory prepayments upon certain dispositions of property or issuance of other indebtedness, as defined, and quarterly a percentage of excess cash flow, if any, equal to 100 %. Certain mandatory prepayments (excluding excess cash flows sweep) and optional prepayments are subject to a yield maintenance fee for the first two years and prepayment premium of 2.0 % in year three and 1.0 % in year four. Upon the final payment and termination of the Senior Secured Term Loan, we are subject to an exit fee equal to 2.0 % of the principal amount of loans then outstanding and the aggregate optional prepayment of principal amounts repaid during the 120 days that occurred prior to such final payment. During the years ended December 31, 2021 and 2020, the Company, USWS LLC, as the borrower, and all the other subsidiaries of the Company entered into multiple term loan amendments to the Senior Secured Term Loan Agreement with CLMG Corp., as administrative and collateral agent, and the lenders party thereto, to make certain modifications to the Senior Secured Term Loan. The Senior Secured Term Loan bears interest at a variable rate per annum equal to the applicable LIBOR rate, subject to a 2.0 % floor, plus 8.25 %. Pursuant to the second term loan amendment, the interest rate on amounts outstanding under the Senior Secured Term Loan was reduced to 0.0 % and scheduled principal amortization payments were suspended for the period beginning April 1, 2020 and ending March 31, 2022. In accordance with the fifth term loan amendment, the deferral period for interest on the Senior Secured Term Loan was shortened by three months, to January 1, 2022 pending the outstanding principal amount being reduced to certain levels by December 31, 2021. On December 31, 2021, the outstanding principal amount of the Senior Secured Term Loan was less than $ 132,000 but greater than $ 110,000 and therefore the interest rate is 0.0 % per annum from January 1, 2022 through March 31, 2022. If on April 1, 2022, the outstanding principal amount of the Senior Secured Term Loan is equal to or less than $ 103,000 then the interest rate sha ll be 1.0 % per annum from April 1, 2022 through December 31, 2022. If, however, the outstanding principal amount of the Senior Secured Term Loan is greater than $ 103,000 on April 1, 2022, than the interest rate will resume incurring at the applicable benchmark rate, subject to a 2.0 % floor, plus the applicable margin of 8.25 % per annum. Pursuant to the fourth term loan amendment, the principal amortization schedule was modified such that c ommencing on December 31, 2020, the Company is required to make quarterly principal payments of $ 1,250 until September 30, 2025. On April 1, 2020, in exchange for entering into the second term loan amendment, the lenders under the Senior Secured Term Loan received an extension fee comprised of a $ 20,000 cash payment, 1,050 shares of Series B preferred stock valued at $ 1,050 based on the stated liquidation preference of $ 1,000 per share, and 1,579,892 shares of Class A common stock valued at $ 1,438 based on the closing price of the Class A common stock at the date of issuance. The Series B preferred stock issued to the lenders under the Senior Secured Term Loan had the same terms as the Series B preferred stock issued to certain institutional investors as described in “ Note 13 – Mezzanine Equity”. The total fair value of cash and non-cash consideration transferred to the lenders under the Senior Secured Term Loan were accounted for as discount on debt issuance and amortized to interest expense using the effective interest method over the remaining term of the Senior Secured Term Loan. During the year ended December 31, 2020, the Company accounted for the second and fourth term loan amendments as a troubled debt restructuring under ASC 470-60, Troubled Debt Restructurings by Debtors , due to the level of concession provided by the lenders under the Senior Secured Term Loan. Under this guidance, the future undiscounted cash flows of the Senior Secured Term Loan, as amended, exceeded the carrying value, and accordingly, no gain was recognized, and no adjustment was made to the carrying value of the debt. Interest expense on the amended Senior Secured Term Loan was computed using a new effective rate that equated the present value of the future cash payments specified by the new terms with the carrying value of the debt under the original terms. The fourth and fifth term loan amendments agreed to make certain modifications to the Senior Secured Term Loan Agreement to, among other things, consent to entry into the USDA Loan (described within this section) and to permit the incurrence of debt and liens in connection with the Convertible Senior Notes. The fifth term loan amendment, entered into on June 24, 2021, 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 $ 3,000 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 year ended December 31, 2021, the Company made principal payments of $ 125,506 , which included prepayments of $ 118,006 driven primarily by asset sales. The early repayment of debt resulted in a write-off of $ 14,215 of unamortized debt discount and issuance costs and prepayment fees of $ 2,025 , all of which were presented as loss on extinguishment of debt in the consolidated statements of operations. As of December 31, 2021, the outstanding principal balance of the Senior Secured Term Loan was $ 120,745 , of which $ 5,000 was due within one year from the balance sheet date. On February 28, 2022, the Company entered into the sixth term loan amendment to the Senior Secured Term Loan Agreement. See “Note 20 – Subsequent Events” for details regarding the modifications made to the Senior Secured Term Loan Agreement pursuant to the sixth term loan amendment. ABL Credit Facility On May 7, 2019, the Company, USWS LLC, and all the other subsidiaries of the Company entered into a $ 75,000 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. As of December 31, 2021, the aggregate revolving commitment under the ABL Credit Facility is $ 50,000 and the facility matures on April 1, 2025 . During the years ended December 31, 2021 and 2020, the Company, USWS LLC, and all the other subsidiaries of the Company entered into a multiple ABL amendments to 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, to make certain modifications to the ABL Credit Facility. The ABL Credit Facility is subject to a borrowing base which is calculated based on a formula referencing the eligible accounts receivables of the borrower. As of December 31, 2021, borrowings under the ABL Credit Facility bear interest at LIBOR, plus an applicable LIBOR rate margin of 2.0 % to 2.5 % or base rate margin of 1.0 % to 1.5 % as defined in the ABL Credit Facility. In addition, as of December 31, 2021, borrowings which are advanced in respect of the FILO Amount (as defined in the first ABL amendment) accrue interest at a rate that is 1.5 % higher than the rate applicable to other loans under the ABL Credit Facility, and may be repaid only after all other loans under the ABL Credit Facility have been repaid. All borrowings under the ABL Credit Facility are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties and certifications regarding sales of certain inventory, and to a borrowing base (described above). In addition, the ABL Credit Facility includes a springing consolidated fixed charge coverage ratio of 1.00 to 1.00 but only when a financial covenant trigger period is in effect as defined in the ABL Credit Facility. Borrowings under the ABL Credit Facility are fully and unconditionally guaranteed jointly and severally by the Company and its subsidiaries, other than future unrestricted subsidiaries. Pursuant to the first ABL amendment, entered into in April 2020, the aggregate revolving commitment under the ABL Credit Facility was reduced from $ 75,000 to $ 60,000 , the maturity date was extended and the interest rate margin applicable to borrowings under the ABL Credit Facility was increased and a LIBOR floor was added. The borrowing base under the ABL Credit Facility was amended to include a FILO Amount which increased borrowing base availability. Pursuant to the second ABL amendment, entered into in August 2020, the aggregate revolving commitment under the ABL Credit Facility was reduced from $ 60,000 to $ 50,000 and certain modifications were made to eligible accounts in the borrowing base and to the applicable thresholds in the cash dominion trigger period and financial covenant trigger period, among other things. The Company’s option to request an increase in commitments under the accordion feature was also removed under the terms of the second ABL amendment. During the year ended December 31, 2020, based on ASC 470-50, Modifications and Extinguishments , the Company accounted for the first and second ABL amendments as a modification of debt. The third and fourth ABL amendments agreed to make certain modifications to the ABL Credit Facility to, among other things, consent to entry into the USDA Loan (described within this section) and to permit the incurrence of debt and liens in connection with the Convertible Senior Notes. On December 31, 2021 , the borrowing base was $ 25,266 and the outstanding revolver loan balance was $ 14,170 , classified as long-term debt in the consolidated balance sheets. As of December 31, 2021, we were in compliance with all of the covenants under our ABL Credit Facility. Paycheck Protection Program Loan In July 2020, the Company received an unsecured loan (the “PPP Loan”) in the principal amount of $ 10,000 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. The Paycheck Protection Program was established under the Coronavirus Aid, Relief and Economic Security Act (as amended, the “CARES Act”) and is administered by the U.S. Small Business Administration. Under the terms of the CARES Act, loan recipients can apply for and be granted forgiveness for all or a portion of the loan. In August 2021, the Company was notified that the principal amount of $ 10,000 and accrued interest of $ 99 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 consolidated statement of operations. USDA Loan On November 12, 2020, the Company, USWS LLC, and USWS Holdings entered into a Business Loan Agreement (the “USDA Loan”) with a commercial bank pursuant to the United States Department of Agriculture (“USDA”), Business & Industry Coronavirus Aid, Relief, and Economic Security Act Guaranteed Loan Program, in the aggregate principal amount of up to $ 25,000 for the purpose of providing long-term financing for eligible working capital. The USDA loan bears interest of 5.75 % per annum and is payable according to the following schedule: • 36 monthly consecutive interest payments, beginning on December 12, 2020 • 83 monthly consecutive principal and interest payments beginning December 12, 2023 • One final principal and interest payment of the remaining due on November 12, 2030 During the year ended December 31, 2020, the Company recorded the related debt discount and debt issuance costs of $ 506 and $ 558 , respectively, as a direct deduction to the face amount of the USDA Loan. The amortization of debt discount and debt issue costs is recorded to interest expense based on the effective interest rate method over the term of the USDA Loan. The USDA Loan is secured by specific equipment collateral and is guaranteed by the USDA for up to 90 % of the total proceeds. The USDA Loan is subject to certain financial covenants. The Company is required to maintain a Debt Service Coverage Ratio (as defined in the USDA Loan) of not less than 1.25 :1, to be monitored annually, beginning in calendar year 2021. Additionally, the Company is required to maintain a Debt to Net Worth Ratio (as defined in the USDA Loan) of not more than 9 :1, to be monitored annually based upon year-end financial statements beginning in calendar year 2022. As of December 31, 2021 , the outstanding principal balance of the USDA Loan was $ 25,000 , presented as long-term debt in the consolidated balance sheets. As of December 31, 2021, we were in compliance with all of the covenants under our USDA Loan. Equipment Financing In March 2020, the Company entered into an agreement to consolidate various individual equipment financing agreements, which represented substantially all our equipment financing notes, into four notes. The new notes are held by the same lender as the original equipment financing agreements. The amendments under the consolidated equipment financing notes pertain to maturity date, interest rate, and date of first installment payment. The Company evaluated the debt modification in accordance with ASC 470-50 and concluded that the debt modification did not result in a substantially different debt, and accordingly, no gain or loss was recorded. The equipment financing notes have an interest rate of 5.75 % and mature in May 2024. During the years ended December 31, 2021 and 2020 , the Company made principal payments of $ 4,327 and $ 3,199 , respectively, on the equipment financing notes. As of December 31, 2021, the outstanding balance of the equipment financing notes was $ 8,540 , of which $ 3,412 was due within one year from the balance sheet date. Payments of Debt Obligations due by Period As of December 31, 2021, the schedule of the repayment requirements of long-term debt is as follows: Principal Amount Fiscal Year of Long-term Debt 2022 $ 9,504 2023 9,642 2024 10,402 2025 123,533 2026 3,367 Thereafter 15,211 Total $ 171,659 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – 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, Inc. (“Smart Sand”) in the amount of approximately $ 51,000 . On June 28, 2021, the Company entered into a Settlement Agreement and Release (the “Settlement Agreement”) with Smart Sand, pursuant to which the Company and Smart Sand reached a settlement of all matters in dispute. Pursuant to the Settlement Agreement, the Company agreed to pay $ 35,000 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 December 31, 2021 , the Company paid $ 35,000 to Smart Sand and the settlement expense was reflected as litigation settlement on the consolidated statement of operations. In addition to the case noted above, the Company is involved in various pending or potential legal actions in the ordinary course of business. Management is unable to predict the ultimate outcome of these actions because of the inherent uncertainty of litigation. However, management believes that the most probable, ultimate resolution of the remaining matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. 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 twelve months under the Equipment Purchase and Sale Agreement through additional financing transactions and cash on hand. As of December 31, 2021, future minimum purchase commitments for equipment are as follows: Fiscal Year 2022 $ 32,800 2023 16,400 Total $ 49,200 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 December 31, 2021, the Company has met its obligated minimum purchase commitments under the agreement for the supply of proppant. Lease Agreements The Company has various long-term operating leases for facilities with terms ranging from 36 to 76 months . Rent expense was $ 1,275 and $ 2,359 for the years ended December 31, 2021 and 2020 , respectively, of which $ 1,001 and $ 1,655 , respectively, are recorded as cost of services and $ 274 , and $ 704 , respectively, are recorded as selling, general and administrative expenses in the consolidated statements of operations. The Company has capital leases for light duty vehicles and equipment with terms ranging from 18 to 48 months . Assets under capital leases and related accumulated amortization is recorded under property and equipment in the consolidated balance sheets. The following is a schedule of minimum future payments on non-cancellable operating leases and capital leases as of December 31, 2021: Fiscal Year Operating Leases Capital Leases 2022 $ 1,107 $ 1,241 2023 308 896 2024 258 891 2025 67 447 Total $ 1,740 $ 3,475 The total capital leases payments include imputed interest. The Company has also entered into short-term and long-term equipment lease agreements with certain power generation providers. The short-term equipment lease agreement has a term of twelve months and minimum future payments of $ 17,550 due in 2022. As of December 31, 2021, the long-term equipment lease agreements had not commenced, and the Company was in negotiations to amend and extend the start dates based on current supply constraints. The long-term equipment lease agreements were subsequently scheduled to commence in the first half of 2022 and will have minimum future payments of approximately $ 11,700 in 2022, $ 15,600 in 2023 and $ 3,900 in 2024. The Company expects to offset a portion of the commitments it will owe under these lease agreements through additional customer charges. 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 as of December 31, 2021 and 2020 was $ 288 and $ 189 , respectively, and was reported as accrued expenses in the 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. |
Mezzanine Equity
Mezzanine Equity | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity | NOTE 13 – 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 year ended December 31, 2021: Shares Amount Balance at 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 - 5,857 Balance at December 31, 2021 19,610 $ 23,866 On May 23, 2019, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (collectively, the “Purchasers”) to issue and sell in a private placement 55,000 shares of Series A preferred stock for an aggregate purchase price of $ 1,000 per share, for total gross proceeds of $ 55,000 . At the initial closing on May 24, 2019 (“ Closing Date”), the Purchasers purchased all the Series A preferred stock and 2,933,333 initial Series A Warrants exercisable for shares of Class A common stock. See “ Note 9 – Warrant Liabilities” for additional discussion of the Series A Warrants issued pursuant to the Series A preferred stock purchase agreement. Holders of shares of Series A preferred stock are entitled to receive cumulative dividends, compounding and accruing quarterly in arrears, from the Closing Date until the second anniversary of the Closing Date, at an annual rate of 12.0 %, and thereafter, 16.0 % of the stated value of $ 1,000 per share, subject to increase in connection with the payment of dividends in kind. Dividends are payable, at the Company’s option, in cash from legally available funds or in kind by increasing the stated value of the outstanding Series A preferred stock by the amount per share of the dividend on February 24 , May 24 , August 24 , and November 24 of each year. During the years ended December 31, 2021 and 2020 , the Company’s Board of Directors did no t declare a dividend on the Series A preferred stock resulting in the dividends for these periods being paid-in-kind in accordance with the Series A preferred stock’s Certificate of Designations. The Series A preferred stock is redeemable by the Company at any time for cash equal to the stated value per share on the date of redemption. If the Company notifies the holders that it has elected to redeem the Series A preferred stock, the holder may instead elect to convert such shares into Class A common stock. If the Series A preferred stock is converted in response to a redemption notice it will net settle for a combination of cash and Class A common stock. Following the first anniversary of the Closing Date, each holder of Series A preferred stock may convert all or any portion of its shares of Series A preferred stock into Class A common stock based on the then-applicable liquidation preference at a conversion price of $ 23.35 , su bject to anti-dilution adjustments, at any time, but not more than once per quarter, so long as any conversion is for an underlying conversion value of Class A common stock of at least $ 1,000 . The Company has the option to force a conversion of any then outstanding shares of Series A preferred stock following the third anniversary of the Closing Date, and contingent upon (i) the closing price of the Company’s Class A common stock being greater than 130 % of the Conversion Price for 20 trading days during any 30 -day consecutive trading day period, (ii) the average daily trading volume of the Class A common stock exceeding 250,000 for 20 trading days and (iii) the Company having an effective registration statement on file with the SEC covering resales of the underlying Class A common stock to be received upon such conversion. On the Closing Date, the Company estimated the fair value of the Series A Warrants at $ 12,786 using the Black-Scholes option pricing model, which created a corresponding preferred stock discount in the same amount. Due to the reduction of allocated proceeds to Series A preferred stock, the effective conversion price was approximately $ 18.90 p er share creating a BCF of $ 22,104 which further reduced the carrying value of the Series A preferred stock. Since the holders’ conversion option of the Series A preferred stock could only be exercisable after the first anniversary of the Closing Date, the discount resulting from the BCF was accreted over one year as deemed preferred dividends using the effective yield method, resulting in a corresponding increase in the carrying value of the Series A preferred stock over the same time period. The Series A preferred stock had similar characteristics of an “Increasing Rate Security” as described by SEC Staff Accounting Bulletin Topic 5Q, Increasing Rate Preferred Stock. As a result, the discount on Series A preferred stock is considered an unstated dividend cost that is amortized over the period preceding commencement of the perpetual dividend using the effective interest method, by charging imputed dividend cost against retained earnings, or additional paid in capital in the absence of retained earnings and increasing the carrying amount of the Series A preferred stock by a corresponding amount. The discount is therefore being amortized over two years using the effective yield method. The amortization in each period is the amount which, together with the stated dividend in the period, results in a constant rate of effective cost with regard to the carrying amount of the Series A preferred stock. The deemed and imputed dividends on Series A preferred stock was fully amortized as of June 30, 2021. The Series A preferred stock was recorded as Mezzanine Equity, net of issuance cost, on the consolidated balance sheets because it has redemption features upon certain triggering events that are outside the Company’s control, such as change in control. During the year ended December 31, 2020, one of the Purchasers converted 5,000 shares of Series A preferred stock and accrued dividends int o 250,414 sh ares of Class A common stock pursuant to the certificate of designations authorizing and establishing the rights, preferences, and privileges of the Series A preferred stock. Accordingly, the Company recorded a reduction of $ 4,852 in the carrying value of the Series A preferred stock. In June 2021, the Compan y exchanged 30,390 shares of Series A preferred stock for the Exchange Notes (discussed in Note 10 - Convertible Senior Notes). Accordingly, the Company recorded a reduction of $ 33,716 in the carrying value of the Series A preferred stock during the year ended December 31, 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 $ 39,000 in consideration for additional 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 $ 63,780 . The difference of $ 8,936 between the fair value of the Convertible Senior Notes issued and the carrying amount of $ 72,716 of consideration received was recorded in additional paid in capital as a return from the Series A preferred holders for the year ended December 31, 2021. As of December 31, 2021, 19,610 shares of Series A preferred stock were outstanding and convertible into 1,168,297 shares of Class A common stock, and dividends accrued and outstanding with respect to the Series A preferred stock were $ 7,664 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 year ended December 31, 2021: Shares Amount Balance at 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 Balance at December 31, 2021 - $ - On March 31, 2020, the Company entered into a purchase agreement with certain institutional investors (collectively, the “Series B Purchasers”), pursuant to which the Company agreed to issue and sell in a private placement 21,000 shares of Series B preferred stock, for an aggregate purchase price of $ 21,000 . On April 1, 2020 (the “Series B Closing Date”), the Series B Purchasers purchased the Series B preferred stock. Holders of the Series B preferred stock received distributions of 12.0 % per annum on the then-applicable liquidation preference until May 24, 2021 and 16.0 % per annum on the liquidation preference thereafter. Distributions were not required to be paid in cash and, if not paid in cash, were automatically accrued and added to the liquidation preference. The Company had the option, but no obligation, to redeem the Series B preferred stock for cash. If the Company notified the holders that it had elected to redeem the Series B preferred stock, a holder may instead elect to convert its shares of Series B preferred stock at the specified conversion price, which was initially $ 0.308 per share. The Series B preferred stock converted in response to a redemption notice would net settle for a combination of cash and Class A common stock. Each holder of Series B preferred stock may convert all or any portion of its Series B preferred stock into Class A common stock based on the then-applicable liquidation preference, subject to anti-dilution adjustments, at any time, but not more than once per quarter, so long as any conversion is for at least $ 1,000 based on the liquidation preference on the date of the conversion notice. The Series B preferred stock was recorded as Mezzanine Equity, net of issuance cost, on the consolidated balance sheets because it had redemption features upon certain triggering events that were outside the Company’s control, such as change in control. During the first and second quarter of 2021, an aggregate total of 1,012 shares of Series B preferred stock and related accrued dividends were converted into 1,049,508 shares of Class A common stock pursuant to the certificate of designations authorizing and establishing the rights, preferences, and privileges of the Series B preferred stock. 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 $ 27,277 in the carrying value of the Series B preferred stock during the year ended December 31, 2021. As of December 31, 2021 , there were no shares of Series B preferred stock outstanding. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 14 – 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. The Company adopted and filed with the Secretary of State of the State of Delaware each of the Certificate of Designations for the Series A preferred stock and the Series B preferred stock as amendments to the Company’s Second Amended and Restated Certificate of Incorporation (as amended, the “Charter”) each on May 24, 2019 and March 31, 2020, to authorize and establish the rights, preferences and privileges of the Series A preferred stock and Series B preferred stock, respectively. See “ Note 13 – 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 December 31, 2021 and 2020, there were 53,148,952 and 20,718,659 shares of Class A common stock issued and outstanding, respectively. As of December 31, 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 to a total amount of $ 50,000 , subject to the limitations set forth in General Instruction I.B.6 of Form S-3. During the year ended December 31, 2021 , the Company sold 5,091,800 shares of Class A common stock for total net proceeds of $ 14,667 and paid $ 454 in commissions under the ATM Agreement. During the year ended December 31, 2020 , the Company sold 226,359 shares of Class A common stock for total net proceeds of $ 400 and paid $ 12 in commissions under the ATM Agreement. Since inception on June 26, 2020 through December 31, 2021 , the Company has sold a total of 5,318,159 shares of Class A common stock under the ATM Agreement for total net proceeds of $ 15,067 and paid $ 466 in commissions. Subsequent to December 31, 2021, we sold an additional 9,767,941 shares of Class A common stock for a total net proceeds of $ 21,282 and paid $ 658 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. During the years ended December 31, 2021 and 2020 , 2,302,936 and 3,197,756 shares of Class B common stock, respectively, were converted into 657,982 and 913,645 shares of Class A common stock, respectively, which has been adjusted to reflect the reverse stock split. As of December 31, 2020, there were 2,302,936 shares of Class B common stock issued and outstanding. As of December 31, 2021 , there were no shares of Class B common stock issued and outstanding. Noncontrolling Interest The Company’s noncontrolling ownership interest in consolidated subsidiaries is presented in the consolidated balance sheet within stockholders’ equity (deficit) as a separate component and represents approximately 3 % ownership of USWS Holdings as of December 31, 2020. 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 December 31, 2021. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | NOTE 15 – 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: Year Ended December 31, 2021 2020 Basic net income (loss) per share Numerator: Net loss attributable to U.S. Well Services, Inc. $ ( 70,605 ) $ ( 229,340 ) Net loss attributable to cancellable Class A common stock 988 5,560 Basic net loss attributable to U.S. Well Services, Inc. shareholders ( 69,617 ) ( 223,780 ) Dividends accrued on Series A preferred stock ( 5,857 ) ( 7,214 ) Dividends accrued on Series B preferred stock ( 4,591 ) ( 2,049 ) Deemed and imputed dividends on Series A preferred stock ( 750 ) ( 13,022 ) Deemed and imputed dividends on Series B preferred stock ( 7,178 ) ( 564 ) Exchange of Series A preferred stock for Convertible Senior Notes 8,936 - Basic net loss attributable to U.S. Well Services, Inc. common shareholders $ ( 79,057 ) $ ( 246,629 ) Denominator: Weighted average shares outstanding 32,853,855 18,971,692 Cancellable Class A common stock ( 459,909 ) ( 459,909 ) Basic and diluted weighted average shares outstanding 32,393,946 18,511,783 Basic and diluted net loss per share attributable to Class A common shareholders $ ( 2.44 ) $ ( 13.32 ) A summary of securities excluded from the computation of diluted earnings per share is presented below for the applicable periods: Year Ended December 31, 2021 2020 Dilutive earnings per share: Anti-dilutive stock options 250,649 250,649 Anti-dilutive warrants 4,515,980 4,122,328 Anti-dilutive restricted stock 388,886 414,082 Anti-dilutive deferred stock units 2,052,474 2,546,245 Anti-dilutive shares from Pool B Awards 3,387,218 2,897,855 Anti-dilutive Class B common stock convertible into Class A common stock - 657,982 Anti-dilutive Series A preferred stock convertible into Class A common stock 1,168,297 2,588,050 Anti-dilutive Series B preferred stock convertible into Class A common stock - 22,355,922 Anti-dilutive Convertible Senior Notes convertible into Class A common stock 28,056,027 - Potentially dilutive securities excluded as anti-dilutive 39,819,531 35,833,113 |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | NOTE 16 – SHARE-BASED COMPENSATION Share-based compensation expense consisted of the following: Year Ended December 31, 2021 2020 Restricted stock $ 3,459 $ 4,719 Stock options 866 905 Deferred stock units 1,371 984 Pool A Awards 4,381 2,328 Pool B Awards 1,617 1,120 Total $ 11,694 (1) $ 10,056 (2) (1) For the year ended December 31, 2021 , $ 2,097 was presented as cost of services and $ 9,597 was presented as selling, general and administrative expenses in the consolidated statement of operations. (2) For the year ended December 31, 2020 , $ 1,940 was presented as cost of services and $ 8,116 was presented as selling, general and administrative expenses in the consolidated statement of operations. Long-Term Incentive Plan On September 21, 2020, the Board of Directors approved the Amended and Restated U.S. Well Services, Inc. 2018 Stock Incentive Plan (as amended, the “LTIP”) and on May 14, 2021 it was approved by the Company's stockholders at the 2021 Annual Meeting of Stockholders. Under the LTI P, 5,414,193 shares of Class A common stock are reserved for issuance pursuant to awards under the LTIP, which include s time-based restricted stock, deferred stock units, or other performance incentive awards. Restricted Stock Pursuant to 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 year ended December 31, 2021: Shares Weighted- Outstanding at December 31, 2020 414,071 $ 31.01 Granted 88,025 2.70 Vested ( 102,615 ) 31.19 Forfeited ( 10,595 ) 31.19 Outstanding at December 31, 2021 388,886 $ 24.55 The weighted average grant date fair value per share of restricted stock granted was $ 2.70 during the year ended December 31, 2021 . There were no restricted stock grants made during the year ended December 31, 2020. The fair value of restricted stock vested was $ 3,200 and $ 6,123 during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021 , total unrecognized compensation cost related to restricted stock was $ 3,793 which is expected to be recognized over a weighted-average period of 1.2 years. Stock options In 2019, the Company granted stock options under the LTIP to certain employees of the Company. The fair value of stock options on the date of grant was calculated using the Black-Scholes valuation model. These stock options were granted with seven-year terms and vest over four years in equal installments each year on the anniversary of the grant date. The expected term of the options granted was based on the safe harbor rule of the SEC Staff Accounting Bulletin No. 107 “Share-Based Payment” as the Company lacks historical exercise data to estimate the expected term of these options. The expected stock price volatility is calculated based on the Company’s peer group because the Company does not have sufficient historical data and will continue to use peer group volatility information until historical volatility of the Company is available to measure expected volatility for future grants. The exercise price for stock options granted equals the closing market price of the underlying stock on the date of grant. These options are time-based and are not based upon attainment of performance goals. The following table summarizes the stock option activity for the year ended December 31, 2021: Shares Weighted- Weighted-Average Outstanding at December 31, 2020 250,649 $ 31.19 5.21 Granted - - - Exercised - - - Forfeited/Expired - - - Outstanding at December 31, 2021 250,649 $ 31.19 4.21 Exercisable at December 31, 2021 125,325 $ 31.19 4.21 During the years ended December 31, 2021 and 2020, no stock options were granted or exercised. As of December 31, 2021 , the total unrecognized compensation cost related to stock options was $ 1,040 which is expected to be recognized over a weighted average period of 1.21 years. Deferred Stock Units The Company awards deferred stock units ("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 year ended December 31, 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 December 31, 2021 2,052,474 $ 1.49 The weighted average grant date fair value per unit of DSUs granted was $ 2.87 and $ 1.16 during the years ended December 31, 2021 and 2020 , respectively. The fair value of DSUs vested was $ 1,009 during the year ended December 31, 2021 . No DSUs vested during the year ended December 31, 2020. As of December 31, 2021 , the total unrecognized compensation cost related to DSUs was $ 1,730 which is expected to be recognized over a weighted average period of 1.45 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. During the year ended December 31, 2021, the Company granted Pool A Awards that will fully vest on January 1, 2022 (the "2021 Pool A Awards"). During the year ended December 31, 2020, the Company granted Pool A Awards which fully vested on January 1, 2021 (the "2020 Pool A Awards"). The grant date fair value of the 2020 Pool A Awards and 2021 Pool A Awards was $ 2,183 and $ 2,718 , respectively . As of December 31, 2021 , the fair value of the 2020 Pool A Awards and 2021 Pool A Awards liabilities were remeasured to $ 3,098 and $ 3,611 , respectively, and is presented as other long-term liabilities in the consolidated balance sheets. The fair value was estimated using a risk-adjusted discount rate reflecting the weighted-average cost of capital of similarly traded public companies . As of December 31, 2021 , the total unrecognized compensation cost related to Pool A Awards was $ 3,932 , which is expected to be recognized over a weighted average period of 4.33 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 year ended December 31, 2021: Fair Value Outstanding at December 31, 2020 $ 3,356 Granted 1,499 Vested ( 1,151 ) Forfeited ( 32 ) Outstanding at December 31, 2021 $ 3,672 The grant date fair value of the Pool B Awards granted was $ 1,499 and $ 3,362 , during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021 , the total unrecognized compensation cost related to Pool B Awards was $ 2,086 , which is expected to be recognized over a weighted average period of 1.48 years. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | NOTE 17 – EMPLOYEE BENEFIT PLAN On March 1, 2013, the Company established the U.S. Well Services 401(k) Plan. The Company matched 100 % of employee contributions up to 6 % of the employee’s salary, subject to cliff vesting after two years of service. At the end of the first quarter of 2020, the Company suspended its match of employee contributions. Our matching contribution was $ 976 for the year ended December 31, 2020, included in cost of services and selling, general and administrative expenses in the consolidated statements of operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 18 – RELATED PARTY TRANSACTIONS Crestview III USWS TE, LLC and Crestview III USWS, L.P. and its affiliates (collectively, "Crestview Partners") are part of an affiliate group which have an ownership interest in the Company of greater than 10 % and is entitled to designate for nomination by the Company for election two directors to serve on the Company’s Board of Directors. Convertible Senior Notes On June 24, 2021, Crestview Partners purchased $ 40,000 of Convertible Senior Notes that are convertible into shares of the Company’s Class A common stock for consideration of $ 20,000 in cash and in exchange for 15,588 shares of the Company’s Series A preferred stock. See " Note 10 - Convertible Senior Notes" and "Note 13 - Mezzanine Equity" for discussion of the Cash Notes and Exchange Notes. Series A Redeemable Convertible Preferred Stock On May 24, 2019, Crestview Partners purchased 20,000 shares of Series A preferred stock for a total payment of $ 20,000 and received 1,066,666 initial Series A Warrants with the right to receive additional Series A Warrants in connection with the Company's private placement of Series A preferred stock. During the years ended December 31, 2021 and 2020, Crestview Partners received 711,112 additional Series A Warrants, respectively. See " Note 9 - Warrant Liabilities" for discussion of the Series A Warrants. Series B Redeemable Convertible Preferred Stock On April 1, 2020, Crestview Partners purchased 11,500 shares of Series B preferred stock for a total payment of $ 11,500 , the TCW Group, Inc. ("TCW Group") purchased 6,500 shares of Series B preferred stock for a total payment of $ 6,500 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 $ 1,878 . On September 17, 2021, the Company converted Crestview Partners' 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. See " Note 13 - Mezzanine Equity" for discussion of the Series B preferred stock. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 19 – INCOME TAXES The Company’s net deferred tax assets are as follows: December 31, 2021 2020 Deferred tax assets: Net operating loss carryforward $ 92,339 $ 56,815 Startup/Organization expenses 176 177 Investment in Partnership - 70,244 Interest expense 4,066 1,652 Property and equipment 8,752 - Leases 1,210 - Intangible assets 26,667 - Sec. 743(b) adjustment 3,572 - Inventory reserve 314 - Stock-based compensation 957 - Accruals and other 1,224 137 Total deferred tax assets 139,277 129,025 Deferred tax liabilities: Prepaids ( 2,078 ) - Total deferred tax liabilities ( 2,078 ) - Net deferred tax asset 137,199 129,025 Valuation allowance ( 137,199 ) ( 129,025 ) Net deferred tax assets $ - $ - The income tax provision consists of the following: Year Ended December 31, 2021 2020 Current income taxes: Federal $ ( 27 ) $ ( 757 ) State - ( 67 ) Total current ( 27 ) ( 824 ) Deferred income taxes: Total deferred - - Income tax benefit $ ( 27 ) $ ( 824 ) A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2021 Pre-tax book loss $ 70,676 Federal provision (benefit) ( 14,842 ) - 21.00 % Permanent differences ( 303 ) - 0.43 % Return to provision, other 6,665 9.42 % Valuation allowance 8,453 11.96 % Total income tax benefit $ ( 27 ) - 0.04 % 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 2020, the Company filed an application to carry back its 2018 NOLs, claiming a refund of $ 757 . As of December 31, 2021 , the Company had total U.S. federal net operating loss ("NOL") carryforwards of $ 388,541 and $ 307,413 of state NOLs available to offset future taxable income. Federal NOLs of $ 28,387 would begin to expire in 2036 if unused. Federal NOLs generated after December 31, 2017 do not expire and the state rules vary by state. After consideration of all of the information available, management has established a valuation allowance against the deferred tax assets of the Company's tax loss carryforwards to the extent it is not more likely than not they will be realized. As of December 31, 2021 , the valuation allowance totaled $ 137,199 . In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the positive and negative evidence with respect to sources of taxable income for purposes of determining the realization of deferred tax assets. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s NOLs may be subject to an annual limitation in the event of a change in control as defined under the regulations. 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. 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 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 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 December 31, 2021 or 2020 . We record income tax-related interest and penalties, if any, as a component of income tax expense. We did no t incur any material interest or penalties on income taxes. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 20 - SUBSEQUENT EVENTS Sixth Senior Secured Term Loan Amendment On February 28, 2022, the Company, USWS LLC and all the other subsidiaries of the Company entered into a Consent and Sixth Amendment (the “Sixth Term Loan Amendment”) to the Senior Secured Term Loan Agreement with CLMG Corp., as administrative agent and term loan collateral agent, and the lenders party thereto. Pursuant to the Sixth Term Loan Amendment, the Senior Secured Term Loan Agreement was amended in order to (i) provide for an additional tranche of last-out term loans (the “Term C Loan”) of up to $ 35,000 principal amount and (ii) make certain modifications to the Senior Secured Term Loan Agreement on the terms and conditions set forth in the Sixth Term Loan Amendment. The Term C Loan was funded by a syndicate of institutions, including Crestview Partners and its affiliates, David Matlin, a member of the Company’s Board of Directors, and one or more other institutions (collectively, the “Term C Loan Lenders”) and was extended on a last-out basis in the payment waterfall relative to the existing Term A Loan and Term B Loan (collectively the "Senior Secured Term Loan"), and was otherwise made on the general terms and conditions consistent with the Senior Secured Term Loan. The Term C Loan shall bear interest at a Benchmark Rate (as defined in the Senior Secured Term Loan Agreement), subject to a 2.0 % floor, plus 12.0 % per annum, accrued on a daily basis, to be paid-in-kind by increasing the principal amount of the outstanding Term C Loan on each interest payment date. The default rate for the Term C Loan shall be 2.0 % over and above the non-default rate, subject to the same terms and conditions for the Senior Secured Term Loan. After repayment of the Senior Secured Term Loan in full, the Company will pay to the Term C Loan Lenders the following premium upon any repayment, prepayment or acceleration of the Term C Loan : • 30 % of the repaid, prepaid, or accelerated amount, if such repayment, prepayment or acceleration occurs on or prior to May 31, 2022; • 65 % of the repaid, prepaid, or accelerated amount, if such repayment, prepayment or acceleration occurs between June 1, 2022 and August 31, 2022; and • 100 % of the repaid, prepaid, or accelerated amount, if such repayment, prepayment or acceleration occurs on or after to September 1, 2022. As of March 15, 2022, the outstanding principal balance of the Term C Loan was $ 21,500 . The maturity date of the Term C Loan is December 5, 2025 . The Company intends to use the proceeds for general working capital, including the funding of growth capital expenditures. Pursuant to the Sixth Term Loan Amendment, the principal amortization schedule for the existing Senior Secured Term Loan was modified such that commencing on June 30, 2023, the Company is required to make quarterly principal payments of $ 5,000 until September 30, 2025. The Senior Secured Term Loan interest payments were modified that if on April 1, 2022, the outstanding principal amount of the Senior Secured Term Loan is equal to or less than $ 103,000 then the interest rate from April 1, 2022 through December 31, 2022 shall be payable as follows: (i) 1.0 % per annum in cash and (ii) 4.125 % per annum shall be paid-in-kind by increasing the outstanding principal amount of the Senior Secured Term Loan on each interest payment date. Additionally, pursuant to the Sixth Term Loan Amendment, other covenants and terms in the Senior Secured Term Loan Agreement were amended including, but not limited to, certain covenants relating to collateral, approved growth capital expenditures, and mandatory prepayments. Term C Loan Warrants In connection with the entry into the Sixth Term Loan Amendment and the Term C Loan, the Company issued warrants to the Term C Loan Lenders, including Crestview Partners and David Matlin. On February 28, 2022, the Company issued 13,953,488 warrants to certain of the Term C Loan Lenders (the "February 2022 Warrants") exercisable to purchase an equivalent number of shares of Class A common stock at an exercise price of $ 1.10 per share, subject to adjustment, and expiring on February 28, 2028 . On March 1, 2022, the Company issued 1,046,511 warrants to certain of the Term C Loan Lenders (the "March 2022 Warrants" and, together with the February 2022 Warrants, the "Term C Loan Warrants") exercisable to purchase an equivalent number of shares of Class A common stock at an exercise price of $ 1.29 , subject to adjustment, and expiring on March 1, 2028 . The Term C Loan Warrants were offered in a private offering that is exempt from registration under the Securities Act, and may not be offered or sold in the United States absent such registration or an exemption from the registration requirements of the Securities Act. Registered Direct Offering On March 11, 2022, the Company completed a registered direct offering of 14,180,375 shares of Class A common stock for gross proceeds of approximately $ 25,000 , before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds for working capital purposes, including the funding of certain capital expenditures. The Company issued 992,626 warrants to the placement agent as partial compensation for its services in connection with this offering (the "Placement Agent Warrants"). The Placement Agent Warrants are exercisable to purchase an equivalent number of shares of Class A common stock at an initial exercise price of $ 2.2038 per share. The Placement Agent Warrants are exercisable immediately, subject to certain ownership limitations and will expire three and one-half years following the date of issuance. On March 11, 2022, in a concurrent private placement, the Company also issued 14,180,375 warrants to the purchasers of the shares of Class A common stock in the registered direct offering (the "RDO Investor Warrants"). The RDO Investor Warrants are exercisable to purchase an equivalent number of shares of Class A common stock at an initial exercise price of $ 1.763 per share. The RDO Investor Warrants are exercisable immediately, subject to certain ownership limitations and will expire three and one-half years following the date of issuance. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Our operations are organized into a single business segment, which consists of pressure pumping services, and we have one reportable geographical business segment, the United States. |
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 Annual Report on Form 10-K has been retroactively adjusted to reflect the impact of the reverse stock split. |
Principles of Consolidation | Principles of Consolidation The 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are highly liquid investments with an original maturity at the date of acquisition of three months or less. Cash and cash equivalents consist of cash on deposit with domestic banks and, at times, may exceed federally insured limits. |
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 consolidated balance sheets. |
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. |
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. |
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 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 consolidated statements of operations wherein the recognition of subsequent gains is limited to the cumulative loss previously recognized. During the year ended December 31, 2021 , the Company recorded no impairment charges on its held for sale assets. |
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 pressure pumping 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. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Long-lived assets, such as property and equipment and amortizable identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When making this assessment, the following factors are considered: current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. We determine recoverability by evaluating whether the undiscounted estimated future net cash flows of the asset or asset group are less than its carrying value. When impairment is indicated, we proceed to Step 2 of the impairment test and measure the impairment as the amount by which the assets carrying value exceeds its fair value. Management considers several factors such as estimated future cash flows, appraisals, and current market value analysis in determining fair value. Assets are written down to fair value if the concluded current fair value is below the net carrying value. Impairment loss on long-lived assets of $ 147,543 was recorded during the first quarter of 2020 (refer to “ Note 6 – Goodwill and Intangible Assets”). No impairment of long-lived assets was recorded for the year ended December 31, 2021. |
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. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred to obtain financing are capitalized and amortized to interest expense using the effective interest method over the contractual term of the debt. At the balance sheet date, deferred financing costs related to term loans are presented as a direct deduction from the debt liability, while deferred financing costs related to the revolver facility are presented as deferred financing costs, net, on the consolidated balance sheets. |
Warrants | Warrants 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 in connection with its initial public offering (the “IPO”) 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 Warrants and Private Placement Warrants, the “warrants”). As of December 31, 2021, 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 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 consolidated balance sheet at fair value, with any changes in its fair value recognized in the 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 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 Preferred Stock | Fair Value of Preferred Stock The fair value of Series A preferred stock at the date of issuance was estimated by calculating the present value of its one-year redemption cost to the Company and then discounted for lack of marketability. The fair value of Series B preferred stock is the stated value, which is equal to the proceeds received from 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, pursuant to ASC 606, Revenue from Contracts with Customers. The Company’s revenues consist of providing pressure pumping services for either a pre-determined term or number of stages/wells to E&P companies operating in the onshore oil and natural gas basins of the United States. In the performance of these services, and at the request of our customers, we may also provide consumables such as chemicals and sand. Revenues are earned as services are rendered, which is generally on a per stage basis, per hour rate basis or daily rate basis. Customers are invoiced according to contract terms, which is generally upon the completion of a well or monthly with payment due typically 30 days from invoice date. 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. The practical expedient permits an entity to recognize revenue in the amount to which it has a right to invoice the customer if that amount corresponds directly with the value to the customer of the entity’s performance completed to date. The Company believes that this is an accurate reflection of the value transferred to the customer as each incremental obligation is performed. The Company has elected to expense sales commissions paid upon the successful signing of a new customer contract as incurred if the related contract will be fully satisfied within one year. For contracts that will not be fully satisfied within one year, these incremental costs of obtaining a contract with a customer will be recognized as a contract asset and amortized on a straight-line basis over the life of the contract. Patent License Sales. On June 24, 2021, the Company issued a Convertible Senior Note (See “Note 10 – 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 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 fleets, each valued at $ 7,500 . 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 consolidated statement of operations. |
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. |
Share-Based Compensation | Share-Based Compensation Share-based compensation is measured on the grant date and fair value is recognized as expense over the requisite service period, which is generally the vesting period of the award. The Company recognizes forfeitures as they occur rather than estimating expected forfeitures. The fair value of time-based restricted stock, deferred stock units, or other performance incentive awards is determined based on the number of shares or units granted and the closing price of Class A common stock on the date of grant. The fair value of stock options is determined by applying the Black-Sholes model on the grant-date market value of the underlying Class A common stock. Deferred compensation expense associated with liability-based awards, such as certain performance incentive awards that could be settled either in cash or through issuance of a variable number of shares based on a fixed monetary amount at inception, is recognized at the fixed monetary amount at inception and is amortized on a straight-line basis over the requisite service period, which is generally the vesting period. However, the Company considers any delayed settlement as a post-vesting restriction which impacts the determination of the grant-date fair value of the award. The Company estimates fair value by using a risk-adjusted discount rate, which reflects the weighted average cost of capital of similarly traded public companies. |
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. Our deferred tax calculation and valuation allowance requires us to make certain estimates about future operations. Changes in state or federal tax laws, as well as changes in our financial condition or the carrying value of existing assets and liabilities, could affect those estimates. The effect of a change in tax rates is recognized as income or expense in the period that the rate is enacted. 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 December 31, 2021 . The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. In August 2018, the Financial Accounting Standards Board (“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 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 consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20, ASU 2019-01 and ASU 2020-02 (collectively, "ASC 842"). ASC 842 requires companies to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets. The Company adopted ASC 842 on January 1, 2022, using the modified retrospective with applied transition method and will recognize a cumulative impact to retained earnings in that period. The Company elected to apply certain practical expedients, whereby it will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. Prior period financial statements would be stated under the old guidance ASC 840 with no change to prior periods or disclosures associated with prior period. Upon adoption of the new leasing standard, the Company will recognize additional right-of-use assets and related lease liabilities of approximately $ 1.6 million and $ 2.1 million, respectively, on its consolidated balance sheet as of January 1, 2022, primarily for its operating leases that existed upon the effective date. The impact of adoption of the new leasing standard has no impact to the consolidated statements of operations. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) , which changes the impairment model for most financial assets and certain other instruments. Specifically, this new guidance requires using a forward-looking, expected loss model for trade and other receivables, held-to-maturity debt securities, loans and other instruments. This will replace the currently used model and may result in an earlier recognition of allowance for losses. In addition, in November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, which clarifies guidance around how to report expected recoveries. The new guidance will be effective for emerging growth companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting the new guidance on the consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which removes specific exceptions to the general principles in Topic 740 in GAAP. The new guidance also improves the issuer’s application of income tax-related guidance and simplifies GAAP for franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, separate financial statements of legal entities that are not subject to tax, and enacted changes in tax laws in interim periods. The Company adopted ASU 2019-12 on January 1, 2022. The adoption is not expected to have a material impact on the Company's consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The new guidance will be effective for small reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2020-06 on January 1, 2022, using the modified retrospective method of transition. The adoption is not expected to have a material impact on the Company's consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents and Restricted Cash | The following table provides a reconciliation of the amount of cash and cash equivalents and restricted cash reported on the consolidated balance sheets that sum to the total of the same amounts shown on the consolidated statements of cash flows: December 31, 2021 2020 Cash and cash equivalents $ 6,384 $ 3,693 Restricted cash 2,736 1,569 Cash and cash equivalents and restricted cash $ 9,120 $ 5,262 |
Change in Allowance for Doubtful Accounts | The following table shows the change in allowance for doubtful accounts: December 31, 2021 2020 Balance at beginning of period $ 12,000 $ 22 Charges to costs and expenses 9 12,031 Recoveries and write-offs ( 12,009 ) ( 53 ) Balance at end of period $ - $ 12,000 |
Change in the Inventory Reserves | The following table shows the change in the inventory reserves: December 31, 2021 2020 Balance at beginning of period $ 315 $ 579 Charges to costs and expenses 2,461 620 Recoveries and write-offs ( 1,504 ) ( 884 ) Balance at end of period $ 1,272 $ 315 |
Schedule of Percentage of Revenues and Trade Receivables from Customers | The following table shows the percentage of revenues from our significant customers: Year Ended December 31, 2021 2020 Customer A * 11.2 % Customer B * 19.7 % Customer C 14.1 % 18.4 % Customer E 15.5 % 13.2 % Customer F 20.8 % 18.2 % An asterisk indicates that revenue is less than ten percent. The following table shows the percentage of trade receivables from our significant customers: Year Ended December 31, 2021 2020 Customer B * 32.2 % Customer C 20.4 % 17.0 % Customer F 24.3 % 12.7 % Customer G * 12.5 % Customer H * 13.5 % Customer J 29.7 % * Customer K 25.0 % * An asterisk indicates that trade receivable is less than ten percent. |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaids and Other Current Assets | Prepaids and other current assets consisted of the following: December 31, 2021 2020 Prepaid insurance $ 5,207 $ 3,162 Recoverable costs from insurance 11,109 4,635 Income tax receivable 757 1,567 Other current assets 1,675 1,343 Total prepaid expenses and other current assets $ 18,748 $ 10,707 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Estimated December 31, 2021 2020 Pressure pumping equipment (1) 1.5 to 25 $ 186,826 $ 263,869 Light duty vehicles (2) 5 5,524 2,483 Furniture and fixtures 5 67 67 IT equipment 3 1,033 1,676 Auxiliary equipment 2 to 20 12,218 11,058 Leasehold improvements Term of lease 276 287 205,944 279,440 Less: Accumulated depreciation and amortization ( 43,280 ) ( 44,108 ) Property and equipment, net $ 162,664 $ 235,332 (1) As of December 31, 2021, the Company had capitalized $ 540 related to capital leases and the accumulated depreciation was $ 270 . (2) As of December 31, 2021 and 2020 , the Company had capitalized $ 3,857 and $ 260 , respectively, related to capital leases and the accumulated depreciation was $ 489 and $ 31 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 Trademarks 10 $ 1,415 $ 362 $ 1,053 Patents 20 12,775 1,328 11,447 $ 14,190 $ 1,690 $ 12,500 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 | the estimated amortization expense for future periods is as follows: Fiscal Year Estimated 2022 $ 966 2023 966 2024 966 2025 966 2026 966 Thereafter 7,670 Total $ 12,500 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, 2021 2020 Accrued payroll and benefits $ 5,188 $ 7,208 Accrued taxes 5,041 5,380 Accrued interest 287 317 Deferred gain on sale-leaseback 5,557 - Other current liabilities 769 1,876 Accrued expenses and other current liabilities $ 16,842 $ 14,781 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Liabilities Measured at Fair Value on Recurring Basis | The following tables present the Company's fair value hierarchy for liabilities measured at fair value on a recurring basis: Quoted prices in active markets Other observable inputs Unobservable inputs Total As of December 31, 2021 Public Warrants $ 752 $ - $ - $ 752 Private Placement Warrants - 871 - 871 Series A Warrants - 1,934 - 1,934 $ 752 $ 2,805 $ - $ 3,557 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 and Series A Warrants: Private Placement Warrants Series A Warrants As of December 31, 2021 Expected remaining life 1.9 years 3.9 years Volatility rate 227.5 % 227.5 % Risk-free interest rate 0.7 % 1.1 % Expected dividend rate 0 % 0 % As of December 31, 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 % |
Schedule of Activities, Including Changes in Fair Values of Warrant Liabilities | The following table summarizes the activities, including changes in fair values of the Company’s warrant liabilities for the periods indicated : December 31, 2021 2020 Balance at beginning of period $ 1,619 $ 8,147 Reclassification of warrant liability upon forfeiture ( 232 ) ( 203 ) Change in fair value of warrant liabilities 2,152 ( 6,342 ) Amortization of warrant issuance costs 18 17 Balance at end of period $ 3,557 $ 1,619 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Value of Convertible Senior Notes | The carrying value of the Convertible Senior Notes is as follows: December 31, 2021 Principal $ 114,000 PIK interest 9,686 Unamortized debt premium 1,841 Unamortized debt discount and issuance costs ( 19,758 ) Net Convertible Senior Notes $ 105,769 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: December 31, 2021 2020 Senior Secured Term Loan $ 120,745 $ 246,250 ABL Credit Facility 14,170 23,710 PPP Loan - 10,000 USDA Loan 25,000 21,996 Equipment financing 8,540 12,866 Capital leases 3,204 229 Total debt principal balance 171,659 315,051 Senior Secured Term Loan future interest payable 24,384 10,925 Unamortized debt discount and issuance costs ( 11,792 ) ( 28,501 ) Current maturities ( 9,504 ) ( 13,573 ) Net long-term debt $ 174,747 $ 283,902 |
Schedule of Repayment Requirements of Long-term Debt | As of December 31, 2021, the schedule of the repayment requirements of long-term debt is as follows: Principal Amount Fiscal Year of Long-term Debt 2022 $ 9,504 2023 9,642 2024 10,402 2025 123,533 2026 3,367 Thereafter 15,211 Total $ 171,659 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Purchase Commitments for Equipment | As of December 31, 2021, future minimum purchase commitments for equipment are as follows: Fiscal Year 2022 $ 32,800 2023 16,400 Total $ 49,200 |
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 December 31, 2021: Fiscal Year Operating Leases Capital Leases 2022 $ 1,107 $ 1,241 2023 308 896 2024 258 891 2025 67 447 Total $ 1,740 $ 3,475 |
Mezzanine Equity (Tables)
Mezzanine Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Series A and Series B Redeemable Convertible Preferred Stock (Series A and Series B Preferred Stock) Activities | The following table summarizes the Company’s Series A Redeemable Convertible Preferred Stock, par value $ 0.0001 per share (“Series A preferred stock”) activities for the year ended December 31, 2021: Shares Amount Balance at 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 - 5,857 Balance at December 31, 2021 19,610 $ 23,866 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 year ended December 31, 2021: Shares Amount Balance at 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 Balance at December 31, 2021 - $ - |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Calculation of Basic And Diluted Earnings (Loss) Per Share | The following table sets forth the calculation of basic and diluted earnings (loss) per share for the periods indicated based on the weighted average number of shares of Class A common stock outstanding: Year Ended December 31, 2021 2020 Basic net income (loss) per share Numerator: Net loss attributable to U.S. Well Services, Inc. $ ( 70,605 ) $ ( 229,340 ) Net loss attributable to cancellable Class A common stock 988 5,560 Basic net loss attributable to U.S. Well Services, Inc. shareholders ( 69,617 ) ( 223,780 ) Dividends accrued on Series A preferred stock ( 5,857 ) ( 7,214 ) Dividends accrued on Series B preferred stock ( 4,591 ) ( 2,049 ) Deemed and imputed dividends on Series A preferred stock ( 750 ) ( 13,022 ) Deemed and imputed dividends on Series B preferred stock ( 7,178 ) ( 564 ) Exchange of Series A preferred stock for Convertible Senior Notes 8,936 - Basic net loss attributable to U.S. Well Services, Inc. common shareholders $ ( 79,057 ) $ ( 246,629 ) Denominator: Weighted average shares outstanding 32,853,855 18,971,692 Cancellable Class A common stock ( 459,909 ) ( 459,909 ) Basic and diluted weighted average shares outstanding 32,393,946 18,511,783 Basic and diluted net loss per share attributable to Class A common shareholders $ ( 2.44 ) $ ( 13.32 ) |
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: Year Ended December 31, 2021 2020 Dilutive earnings per share: Anti-dilutive stock options 250,649 250,649 Anti-dilutive warrants 4,515,980 4,122,328 Anti-dilutive restricted stock 388,886 414,082 Anti-dilutive deferred stock units 2,052,474 2,546,245 Anti-dilutive shares from Pool B Awards 3,387,218 2,897,855 Anti-dilutive Class B common stock convertible into Class A common stock - 657,982 Anti-dilutive Series A preferred stock convertible into Class A common stock 1,168,297 2,588,050 Anti-dilutive Series B preferred stock convertible into Class A common stock - 22,355,922 Anti-dilutive Convertible Senior Notes convertible into Class A common stock 28,056,027 - Potentially dilutive securities excluded as anti-dilutive 39,819,531 35,833,113 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Share-based Compensation Expense | Share-based compensation expense consisted of the following: Year Ended December 31, 2021 2020 Restricted stock $ 3,459 $ 4,719 Stock options 866 905 Deferred stock units 1,371 984 Pool A Awards 4,381 2,328 Pool B Awards 1,617 1,120 Total $ 11,694 (1) $ 10,056 (2) (1) For the year ended December 31, 2021 , $ 2,097 was presented as cost of services and $ 9,597 was presented as selling, general and administrative expenses in the consolidated statement of operations. (2) For the year ended December 31, 2020 , $ 1,940 was presented as cost of services and $ 8,116 was presented as selling, general and administrative expenses in the consolidated statement of operations. |
Schedule of Restricted Stock Transactions | The following table summarizes the restricted stock activity for the year ended December 31, 2021: Shares Weighted- Outstanding at December 31, 2020 414,071 $ 31.01 Granted 88,025 2.70 Vested ( 102,615 ) 31.19 Forfeited ( 10,595 ) 31.19 Outstanding at December 31, 2021 388,886 $ 24.55 |
Schedule of Stock Option Activity | The following table summarizes the stock option activity for the year ended December 31, 2021: Shares Weighted- Weighted-Average Outstanding at December 31, 2020 250,649 $ 31.19 5.21 Granted - - - Exercised - - - Forfeited/Expired - - - Outstanding at December 31, 2021 250,649 $ 31.19 4.21 Exercisable at December 31, 2021 125,325 $ 31.19 4.21 |
Schedule of DSUs Activity | The following table summarizes the DSUs activity for the year ended December 31, 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 December 31, 2021 2,052,474 $ 1.49 |
Schedule of Pool B Awards activity | The following table summarizes the Pool B Awards activity for the year ended December 31, 2021: Fair Value Outstanding at December 31, 2020 $ 3,356 Granted 1,499 Vested ( 1,151 ) Forfeited ( 32 ) Outstanding at December 31, 2021 $ 3,672 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The Company’s net deferred tax assets are as follows: December 31, 2021 2020 Deferred tax assets: Net operating loss carryforward $ 92,339 $ 56,815 Startup/Organization expenses 176 177 Investment in Partnership - 70,244 Interest expense 4,066 1,652 Property and equipment 8,752 - Leases 1,210 - Intangible assets 26,667 - Sec. 743(b) adjustment 3,572 - Inventory reserve 314 - Stock-based compensation 957 - Accruals and other 1,224 137 Total deferred tax assets 139,277 129,025 Deferred tax liabilities: Prepaids ( 2,078 ) - Total deferred tax liabilities ( 2,078 ) - Net deferred tax asset 137,199 129,025 Valuation allowance ( 137,199 ) ( 129,025 ) Net deferred tax assets $ - $ - |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision consists of the following: Year Ended December 31, 2021 2020 Current income taxes: Federal $ ( 27 ) $ ( 757 ) State - ( 67 ) Total current ( 27 ) ( 824 ) Deferred income taxes: Total deferred - - Income tax benefit $ ( 27 ) $ ( 824 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2021 Pre-tax book loss $ 70,676 Federal provision (benefit) ( 14,842 ) - 21.00 % Permanent differences ( 303 ) - 0.43 % Return to provision, other 6,665 9.42 % Valuation allowance 8,453 11.96 % Total income tax benefit $ ( 27 ) - 0.04 % |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) | Sep. 30, 2021 | Jun. 29, 2021USD ($)LicenseFleet | Apr. 26, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Accounting Policies [Line Items] | ||||||||
Number of reportable segments | Segment | 1 | |||||||
Reverse stock split ratio | 0.2857142857 | |||||||
Cash equivalents original maturity date of acquisition | 3 months | |||||||
Restricted cash | $ 2,736,000 | $ 1,569,000 | ||||||
Accounts receivable wrote off | 12,009,000 | 53,000 | ||||||
Provision for losses on inventory obsolescence | 2,461,000 | 620,000 | ||||||
Inventory valuation reserves | 1,272,000 | 315,000 | $ 579,000 | |||||
Assets held for sale impairment charges | 0 | |||||||
Impairment of long-lived assets | $ 147,543,000 | 0 | 147,543,000 | |||||
Fair value of convertible senior notes | 73,538,000 | |||||||
Reserve for doubtful accounts | 0 | 12,000,000 | $ 22,000 | |||||
Accrued for payment of interest and penalties | $ 0 | |||||||
Series A Preferred Stock [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Estimated fair value of Series A preferred stock, calculation period | 1 year | |||||||
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 | |||||||
License Agreement [Member] | Maximum [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Number of licenses for build and operate | License | 20 | |||||||
Claim Agreement [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Business combination, consideration transferred | $ 14,470,000 | |||||||
Business combination, consideration amount received | $ 2,478,000 | |||||||
Accounts receivable wrote off | $ 12,000,000 | |||||||
Senior Secured Term Loan [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Restricted cash | 2,007,000 | |||||||
Long term debt fair value | 106,620,000 | 198,000,000 | ||||||
Workers’ Compensation Obligations [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Restricted cash | $ 729,000 | 513,000 | ||||||
Approved Capital Expenditures [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Restricted cash | $ 1,056,000 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 6,384 | $ 3,693 | |
Restricted cash | 2,736 | 1,569 | |
Cash and cash equivalents and restricted cash | $ 9,120 | $ 5,262 | $ 41,404 |
Significant Accounting Polici_6
Significant Accounting Policies (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Balance at beginning of period | $ 12,000,000 | $ 22,000 |
Charges to costs and expenses | 9,000 | 12,031,000 |
Recoveries and write-offs | (12,009,000) | (53,000) |
Balance at end of period | $ 0 | $ 12,000,000 |
Significant Accounting Polici_7
Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Balance at beginning of period | $ 315 | $ 579 |
Charges to costs and expenses | 2,461 | 620 |
Recoveries and write-offs | (1,504) | (884) |
Balance at end of period | $ 1,272 | $ 315 |
Significant Accounting Polici_8
Significant Accounting Policies (Details 3) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues [Member] | Customer A [Member] | ||
Concentration risk, Percentage | 11.20% | |
Revenues [Member] | Customer B [Member] | ||
Concentration risk, Percentage | 19.70% | |
Revenues [Member] | Customer C [Member] | ||
Concentration risk, Percentage | 14.10% | 18.40% |
Revenues [Member] | Customer E [Member] | ||
Concentration risk, Percentage | 15.50% | 13.20% |
Revenues [Member] | Customer F [Member] | ||
Concentration risk, Percentage | 20.80% | 18.20% |
Trade Receivables [Member] | Customer B [Member] | ||
Concentration risk, Percentage | 32.20% | |
Trade Receivables [Member] | Customer C [Member] | ||
Concentration risk, Percentage | 20.40% | 17.00% |
Trade Receivables [Member] | Customer F [Member] | ||
Concentration risk, Percentage | 24.30% | 12.70% |
Trade Receivables [Member] | Customer G [Member] | ||
Concentration risk, Percentage | 12.50% | |
Trade Receivables [Member] | Customer H [Member] | ||
Concentration risk, Percentage | 13.50% | |
Trade Receivables [Member] | Customer J [Member] | ||
Concentration risk, Percentage | 29.70% | |
Trade Receivables [Member] | Customer K [Member] | ||
Concentration risk, Percentage | 25.00% |
Accounting Standards (Details N
Accounting Standards (Details Narrative) - Subsequent Event [Member] $ in Millions | Jan. 01, 2022USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Right-of-use assets | $ 1.6 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent |
Lease liabilities | $ 2.1 |
Prepaids and Other Current As_3
Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid insurance | $ 5,207 | $ 3,162 |
Recoverable costs from insurance | 11,109 | 4,635 |
Income tax receivable | 757 | 1,567 |
Other current assets | 1,675 | 1,343 |
Total prepaid expenses and other current assets | $ 18,748 | $ 10,707 |
Prepaids and Other Current As_4
Prepaids and Other Current Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Insurance premiums paid for renewal | $ 13,241 | |
Insurance reimbursement | 9,053 | $ 4,854 |
Recoverable costs from insurance | $ 11,109 | $ 4,635 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 205,944 | $ 279,440 |
Less: Accumulated depreciation and amortization | (43,280) | (44,108) |
Property and equipment, net | 162,664 | 235,332 |
Pressure Pumping Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 186,826 | 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 | $ 5,524 | 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 | $ 1,033 | 1,676 |
Estimated Useful Life (in years) | 3 years | |
Auxiliary Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 12,218 | 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 | $ 276 | $ 287 |
Estimated Useful Life | Term of lease |
Property and Equipment, Net (Pa
Property and Equipment, Net (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Pressure Pumping Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Capitalized capital leases | $ 540 | |
Accumulated depreciation | 270 | |
Light Duty Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Capitalized capital leases | 3,857 | $ 260 |
Accumulated depreciation | $ 489 | $ 31 |
Property and Equipment, Net - (
Property and Equipment, Net - (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 35,444,000 | $ 80,353,000 | ||
Proceeds from sale of equipment | 105,963,000 | |||
Proceeds from Sale of Property Held-for-sale | 44,450,000 | |||
Proceeds from sale-leaseback transaction | $ 35,000,000 | 35,000,000 | ||
Gain (loss) on disposal of assets | 21,896,000 | (7,112,000) | ||
Lease agreement term | 12 months | |||
Deferred gain on sale-leaseback | $ 7,410,000 | 5,557,000 | ||
Subsequent Event [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Proceeds from Sale of Property Held-for-sale | $ 2,110,000 | |||
Diesel Pressure Pumping Equipment [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Assets held for sale | 2,043,000 | |||
Property and Equipment [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | 34,479,000 | 79,263,000 | ||
Impairment charge | $ 0 | $ 140,273,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Goodwill | $ 4,971,000 | $ 4,971,000 |
Amortization of intangible assets | 966,000 | 1,090,000 |
Intangible Assets [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Impairment charge | $ 0 | $ 7,270,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 14,190 | $ 14,190 |
Accumulated Amortization | 1,690 | 724 |
Net Book Value | $ 12,500 | $ 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 | 362 | 156 |
Net Book Value | $ 1,053 | $ 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 | 1,328 | 568 |
Net Book Value | $ 11,447 | $ 12,207 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details 1) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 966 | |
2023 | 966 | |
2024 | 966 | |
2025 | 966 | |
2026 | 966 | |
Thereafter | 7,670 | |
Net Book Value | $ 12,500 | $ 13,466 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Accrued payroll and benefits | $ 5,188 | $ 7,208 | |
Accrued taxes | 5,041 | 5,380 | |
Accrued interest | 287 | 317 | |
Deferred gain on sale-leaseback | 5,557 | $ 7,410 | |
Other current liabilities | 769 | 1,876 | |
Accrued expenses and other current liabilities | $ 16,842 | $ 14,781 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short Term Debt [Line Items] | ||
Aggregate amount of premiums financed | $ 10,699 | $ 1,121 |
Notes payable | $ 2,320 | 998 |
Premium Finance Agreement [Member] | Directors and Officers Liability, General liability, Workers' Compensation, Umbrella, Auto and Pollution Coverage [Member] | ||
Short Term Debt [Line Items] | ||
Short term debt, term | The Company enters into various premium finance agreements with a credit finance institution to pay the premiums on insurance policies for its directors’ and officers’ liability, general liability, workers’ compensation, umbrella, auto and pollution coverage needs. During the years ended December 31, 2021 and 2020, the aggregate amount of the premiums financed was $10,699 and $1,121, respectively, payable in equal monthly installments at a weighted average interest rate of 5.2% and 5.3%, respectively. These premium finance agreements are due within one year and are recorded as notes payable under current liabilities in the consolidated balance sheets. | |
Aggregate amount of premiums financed | $ 10,699 | $ 1,121 |
Insurance premium interest rate | 5.20% | 5.30% |
Insurance premium payment term | payable in equal monthly installments | |
Insurance premium maturity period | 1 year | |
Notes payable | $ 2,320 | $ 998 |
Warrant Liabilities (Details Na
Warrant Liabilities (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2021USD ($)Dividend$ / sharesshares | Dec. 31, 2020USD ($)shares | May 24, 2019shares | |
Class of Warrant or Right [Line Items] | |||
Closing price per share | $ / shares | $ 84 | ||
Common stock maximum trading period | 30 days | ||
Public and Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price per one-seventh share | $ / shares | $ 5.75 | ||
Warrants maturity date | Nov. 9, 2023 | ||
Exercise price per full share equivalent | $ / shares | $ 40.25 | ||
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Redemption price of outstanding warrants | $ / shares | $ 0.01 | ||
Number of warrants forfeited | 0 | ||
Number of warrants redeemed | 0 | ||
Number of warrants exercised | 0 | ||
Warrants outstanding | 9,994,635 | ||
Private Placement Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants forfeited | 0 | 6,327,218 | |
Number of warrants redeemed | 0 | ||
Number of warrants exercised | 0 | ||
Warrants forfeited consideration received | $ | $ 0 | ||
Warrants outstanding | 9,172,782 | ||
Derivative liability, fair value measurement input | Dividend | 0 | ||
Series A Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants issued to purchase common stock | 2,933,333 | ||
Warrants maturity date | Nov. 25, 2025 | ||
Exercise price per full share equivalent | $ / shares | $ 26.81 | ||
Number of warrants forfeited | 399,999 | ||
Warrants forfeited consideration received | $ | $ 0 | ||
Warrants outstanding | 6,222,218 | ||
Description of warrants | The Company will issue additional warrants to the purchasers in quarterly installments beginning nine months after the Closing Date through March 31, 2022. | ||
Exercise price per two-seventh share | $ / shares | $ 7.66 | ||
Number of additional warrants issued to the purchasers | 1,777,776 | 1,911,108 | |
Common Class A [Member] | |||
Class of Warrant or Right [Line Items] | |||
Common stock maximum trading period | 30 days | ||
Common Class A [Member] | Public and Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Common stock issuable upon exercise | 2,738,203 | ||
Common Class A [Member] | Series A Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Common stock issuable upon exercise | 1,777,777 | ||
Sponsor and Underwriter [Member] | Private Placement Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants issued to purchase common stock | 15,500,000 | ||
Initial Public Offering [Member] | Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants issued to purchase common stock | 32,500,000 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | $ 3,557 | $ 1,619 |
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 752 | 254 |
Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 871 | 248 |
Series A Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 1,934 | 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 | 752 | 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 | 752 | 254 |
Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 2,805 | 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 | 871 | 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 | $ 1,934 | $ 1,117 |
Warrant Liabilities (Details 1)
Warrant Liabilities (Details 1) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Private Placement Warrants [Member] | Expected Remaining Life [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected remaining life | 1 year 10 months 24 days | 2 years 10 months 9 days |
Private Placement Warrants [Member] | Volatility Rate [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 227.5 | 115.8 |
Private Placement Warrants [Member] | Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 0.7 | 0.2 |
Private Placement Warrants [Member] | Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 0 | 0 |
Series A Warrants [Member] | Expected Remaining Life [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected remaining life | 3 years 10 months 24 days | 4 years 10 months 24 days |
Series A Warrants [Member] | Volatility Rate [member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 227.5 | 115.8 |
Series A Warrants [Member] | Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 1.1 | 0.4 |
Series A Warrants [Member] | Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 0 | 0 |
Warrant Liabilities (Details 2)
Warrant Liabilities (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant Liabilities [Abstract] | ||
Balance at beginning of period | $ 1,619 | $ 8,147 |
Reclassification of warrant liability upon forfeiture | (232) | (203) |
Change in fair value of warrant liabilities | 2,152 | (6,342) |
Amortization of warrant issuance costs | 18 | 17 |
Balance at end of period | $ 3,557 | $ 1,619 |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details Narrative) $ / shares in Units, $ in Thousands | Jun. 29, 2021USD ($)LicenseFleet | Jun. 30, 2021USD ($)shares | Dec. 31, 2021USD ($)d$ / sharesshares | Dec. 31, 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 | 9,686 | |||||
Transaction costs related to issuance of convertible senior notes | $ 7,496 | $ 21,402 | ||||
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 | |||||
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 | |||||
Preferred stock, shares outstanding | shares | 0 | |||||
Maximum [Member] | License Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of licenses for build and operate | License | 20 | |||||
Cash Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of convertible senior notes | $ 75,000 | |||||
Cash Notes [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price | $ / shares | $ 3.43 | |||||
Cash Notes [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price | $ / shares | 4.38 | |||||
Exchange Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of convertible senior notes | $ 39,000 | |||||
Conversion price | $ / shares | $ 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 | |||||
Insurance premium interest rate | 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% | |||||
Total premium recorded at issuance | $ 1,900 | |||||
Total discount recorded at issuance | 16,120 | |||||
Transaction costs related to issuance of convertible senior notes | 4,413 | |||||
16.0% notes due 2026 [Member] | Interest Expense [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amortization expense | $ 745 | |||||
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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
PIK interest | $ 9,686 | |
Unamortized debt discount and issuance costs | (11,792) | $ (28,501) |
Net Convertible Senior Notes | 105,769 | |
Convertible Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 114,000 | |
PIK interest | 9,686 | |
Unamortized debt premium | 1,841 | |
Unamortized debt discount and issuance costs | (19,758) | |
Net Convertible Senior Notes | $ 105,769 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Capital leases | $ 3,204 | $ 229 |
Total debt principal balance | 171,659 | 315,051 |
Unamortized debt discount and issuance costs | (11,792) | (28,501) |
Current maturities | (9,504) | (13,573) |
Net long-term debt | 174,747 | 283,902 |
Senior Secured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 120,745 | 246,250 |
Senior Secured Term Loan future interest payable | 24,384 | 10,925 |
ABL Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 14,170 | 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 | $ 8,540 | $ 12,866 |
Debt - (Details Narrative)
Debt - (Details Narrative) - Senior Secured Term Loan [Member] $ in Thousands | May 07, 2019USD ($) |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 250,000 |
Debt instrument, maturity date | Dec. 5, 2025 |
Debt - (Details Narrative 2)
Debt - (Details Narrative 2) | Apr. 01, 2020 | Dec. 31, 2021 |
Term Loan Amendment [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, reduction percentage | 0.00% | |
Senior Secured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, prepayment percentage | 100.00% | |
Debt instrument, exit fee percentage | 2.00% | |
Debt instrument, repayment period | 120 days | |
Debt instrument, floor interest rate percentage | 2.00% | |
Line of credit facility, interest rate | 8.25% | |
Senior Secured Term Loan [Member] | Debt Instrument, Redemption, Period Three [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, prepayment percentage | 2.00% | |
Senior Secured Term Loan [Member] | Debt Instrument, Redemption, Period Four [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, prepayment percentage | 1.00% |
Debt - (Details Narrative 3)
Debt - (Details Narrative 3) - Senior Secured Term Loan [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 120,745 | $ 246,250 |
January 1, 2022 through March 31, 2022 [Member] | Exception One on December 31, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 0.00% | |
Maximum [Member] | Exception One on December 31, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 132,000 | |
Minimum [Member] | Exception One on December 31, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 110,000 |
Debt - (Details Narrative 4)
Debt - (Details Narrative 4) - Senior Secured Term Loan [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 120,745 | $ 246,250 |
April 1, 2022 through December 31, 2022 [Member] | Exception Two on April 1, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.00% | |
Maximum [Member] | Exception Two on April 1, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 103,000 |
Debt - (Details Narrative 5)
Debt - (Details Narrative 5) - Senior Secured Term Loan [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 120,745 | $ 246,250 |
Debt instrument, floor interest rate percentage | 2.00% | |
Applicable margin | 8.25% | |
April 1, 2022 [Member] | Exception Three on April 1, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, floor interest rate percentage | 2.00% | |
Applicable margin | 8.25% | |
Minimum [Member] | Exception Three on April 1, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 103,000 |
Debt - (Details Narrative 6)
Debt - (Details Narrative 6) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Senior Secured Term Loan [Member] | Term Loan Amendment [Member] | |
Debt Instrument [Line Items] | |
Principal payments | $ 1,250 |
Debt - (Details Narrative 7)
Debt - (Details Narrative 7) - USD ($) | Apr. 01, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Common Class A [Member] | |||
Debt Instrument [Line Items] | |||
Common stock | $ 2,000 | $ 5,000 | |
Term Loan Amendment [Member] | |||
Debt Instrument [Line Items] | |||
Gain recognized | $ 0 | ||
Term Loan Amendment [Member] | Senior Secured Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Extension fee | $ 20,000,000 | ||
Term Loan Amendment [Member] | Senior Secured Term Loan [Member] | Series B Preferred Stock [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, floor interest rate percentage | 1,050 | ||
Preferred stock, liquidation preference value | $ 1,050,000 | ||
Preferred stock, liquidation preference per share | $ 1,000 | ||
Term Loan Amendment [Member] | Senior Secured Term Loan [Member] | Common Class A [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, floor interest rate percentage | 1,579,892 | ||
Common stock | $ 1,438,000 |
Debt - (Details Narrative 8)
Debt - (Details Narrative 8) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Debt discount issuance and amortized to interest expense | $ 7,496 | $ 21,402 |
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 9)
Debt - (Details Narrative 9) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Principal payments | $ 125,506 | $ 3,750 |
Prepayment fees | 2,025 | |
Outstanding principal balance | 5,000 | 10,000 |
Senior Secured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 120,745 | $ 246,250 |
Principal payments | 125,506 | |
Prepayments of debt | 118,006 | |
Write-off of unamortized debt discount and issuance costs | 14,215 | |
Prepayment fees | 2,025 | |
Outstanding principal balance | $ 5,000 |
Debt - (Details Narrative 10)
Debt - (Details Narrative 10) | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Apr. 01, 2020USD ($) | Mar. 31, 2020USD ($) | May 07, 2019USD ($) | |
ABL Amendment [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 60,000,000 | $ 75,000,000 | ||
Line of credit facility, FILO amount accrue interest rate percentage | 1.50% | |||
ABL Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | $ 75,000,000 | ||
Line of credit facility, fixed charge coverage ratio | 1 | |||
Line of credit facility, maturity date | Apr. 1, 2025 | |||
Base Rate | ABL Credit Facility [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, interest rate | 1.00% | |||
Base Rate | ABL Credit Facility [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, interest rate | 1.50% | |||
LIBOR [Member] | ABL Credit Facility [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, interest rate | 2.00% | |||
LIBOR [Member] | ABL Credit Facility [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, interest rate | 2.50% |
Debt - (Details Narrative 11)
Debt - (Details Narrative 11) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 01, 2020 | Jul. 31, 2020 | May 07, 2019 |
ABL Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | $ 75,000,000 | |||
Line of credit facility, available borrowing capacity | 25,266,000 | ||||
Long-term debt, gross | $ 14,170,000 | $ 23,710,000 | |||
Second ABL Amendment [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | $ 60,000,000 |
Debt - (Details Narrative 12)
Debt - (Details Narrative 12) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2021 | Jul. 31, 2020 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Gain (Loss) on Extinguishment of Debt | $ (6,142) | ||
Paycheck Protection Program CARES Act [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount of convertible senior notes | $ 10,000 | ||
Unsecured loan 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 | $ 99 |
Debt - (Details Narrative 13)
Debt - (Details Narrative 13) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Nov. 12, 2020 | |
Debt Instrument [Line Items] | |||
Proceeds from revolving credit facility | $ 32,160,000 | $ 68,957,000 | |
USDA Loan [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | ||
Line of credit facility, interest rate description | •36 monthly consecutive interest payments, beginning on December 12, 2020•83 monthly consecutive principal and interest payments beginning December 12, 2023•One final principal and interest payment of the remaining due on November 12, 2030 | ||
Debt instrument, discount amount | 506,000 | ||
Debt issuance costs | $ 558,000 | ||
Line of credit facility, percentage of equipment collateral guarantee | 90.00% | ||
Debt instrument, covenant description | The USDA Loan is subject to certain financial covenants. The Company is required to maintain a Debt Service Coverage Ratio (as defined in the USDA Loan) of not less than 1.25:1, to be monitored annually, beginning in calendar year 2021. Additionally, the Company is required to maintain a Debt to Net Worth Ratio (as defined in the USDA Loan) of not more than 9:1, to be monitored annually based upon year-end financial statements beginning in calendar year 2022. | ||
Long term debt, principal outstanding balance | $ 25,000,000 | ||
Interest rate | 5.75% | ||
USDA Loan [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt service coverage ratio | 1.25 | ||
USDA Loan [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Debt to net worth ratio | 9 |
Debt - (Details Narrative 14)
Debt - (Details Narrative 14) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Principal payments | $ 125,506 | $ 3,750 |
Outstanding principal balance | 5,000 | 10,000 |
Equipment Financing [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 8,540 | |
Interest rate | 5.75% | |
Equipment financing agreements payment term | The equipment financing notes have an interest rate of 5.75% and mature in May 2024. | |
Principal payments | $ 4,327 | $ 3,199 |
Outstanding principal balance | $ 3,412 |
Debt (Details 1)
Debt (Details 1) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 9,504 |
2023 | 9,642 |
2024 | 10,402 |
2025 | 123,533 |
2026 | 3,367 |
Thereafter | 15,211 |
Principal Amount of Long-term Debt | $ 171,659 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | Jun. 28, 2021 | Jun. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2021 |
Loss Contingencies [Line Items] | |||||
Term of operating leases for facilities | 12 months | ||||
Rent expense | $ 1,275 | $ 2,359 | |||
Estimated claims incurred, but not reported | 288 | 189 | |||
Power Generation [Member] | |||||
Loss Contingencies [Line Items] | |||||
Short-term minimum future payments | 17,550 | ||||
Long-term minimum future payments, 2022 | 11,700 | ||||
Long-term minimum future payments, 2023 | 15,600 | ||||
Long-term minimum future payments, 2024 | 3,900 | ||||
Cost of Services [Member] | |||||
Loss Contingencies [Line Items] | |||||
Rent expense | 1,001 | 1,655 | |||
Selling, General and Administrative Expenses [Member] | |||||
Loss Contingencies [Line Items] | |||||
Rent expense | $ 274 | $ 704 | |||
Minimum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Term of operating leases for facilities | 36 months | ||||
Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Term of operating leases for facilities | 76 months | ||||
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, 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 $35,000 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”). | ||||
Light Duty Vehicles and Equipment [Member] | Minimum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Term of capital leases | 18 months | ||||
Light Duty Vehicles and Equipment [Member] | Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Term of capital leases | 48 months |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Equipment Purchase Agreements [Member] $ in Thousands | Dec. 31, 2021USD ($) |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
2022 | $ 32,800 |
2023 | 16,400 |
Total | $ 49,200 |
Commitments and Contingencies -
Commitments and Contingencies - (Details1) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases, 2022 | $ 1,107 |
Operating Leases, 2023 | 308 |
Operating Leases, 2024 | 258 |
Operating Leases, 2025 | 67 |
Operating Leases, Total | 1,740 |
Capital Leases, 2022 | 1,241 |
Capital Leases, 2023 | 896 |
Capital Leases, 2024 | 891 |
Capital Leases, 2025 | 447 |
Capital Leases, Total | $ 3,475 |
Mezzanine Equity (Details Narra
Mezzanine Equity (Details Narrative) - USD ($) | Sep. 17, 2021 | Mar. 31, 2020 | May 24, 2019 | May 23, 2019 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | ||||||||
Preferred stock, par value | $ 0.0001 | |||||||
Common stock maximum trading period | 30 days | |||||||
Fair value of convertible senior notes | $ 73,538,000 | |||||||
Exchange of Series A preferred stock for convertible senior notes | $ 8,936,000 | |||||||
Series A Convertible Redeemable Preferred Stock Converted to Class A Common Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Number of shares issued upon conversion | 1,168,297 | |||||||
Series A Warrants [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Warrants issued to purchase common stock | 2,933,333 | |||||||
Estimated fair value of warrant | $ 12,786,000 | |||||||
Series A Redeemable Convertible Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Mezzanine Equity, par value | $ 0.0001 | |||||||
Aggregate purchase price per share | $ 1,000 | |||||||
Temporary equity, dividend rate till second anniversary of closing date at annual rate | 12.00% | |||||||
Temporary equity, dividend rate after second anniversary | 16.00% | |||||||
Dividend declared | $ 0 | $ 0 | ||||||
Temporary equity, conversion price per share | $ 23.35 | |||||||
Temporary equity, effective conversion | $ 18.90 | |||||||
Temporary equity, reduction in carrying value, beneficial conversion feature | $ 22,104,000 | |||||||
Temporary equity, amortization period of discount | 2 years | |||||||
Conversion of Series A preferred stock to Class A common stock, shares | 5,000 | |||||||
Conversion of Series A preferred stock to Class A common stock, reduction in carrying value | $ 4,852,000 | |||||||
Exchange of Series A preferred stock for Convertible Senior Notes, Shares | 30,390 | |||||||
Reduction in carrying value of preferred stock | $ (33,716,000) | |||||||
Fair value of convertible senior notes | 63,780,000 | |||||||
Exchange of Series A preferred stock for convertible senior notes | 8,936,000 | |||||||
Carrying amount of Convertible Senior Notes consideration received | 72,716,000 | |||||||
Dividends accrued on preferred stock | $ 7,664,000 | |||||||
Number of shares outstanding | 19,610 | 50,000 | ||||||
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 | $ 39,000,000 | |||||||
Series A Redeemable Convertible Preferred Stock [Member] | Minimum [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary Equity to Conversion of Preferred Stock | $ 1,000,000 | |||||||
Temporary equity, minimum percentage of conversion price to the closing price | 130.00% | |||||||
Series A Redeemable Convertible Preferred Stock [Member] | Dividends Payable in February [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Dividend payable date | --02-24 | |||||||
Series A Redeemable Convertible Preferred Stock [Member] | Dividends Payable In May [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Dividend payable date | --05-24 | |||||||
Series A Redeemable Convertible Preferred Stock [Member] | Dividends Payable in August [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Dividend payable date | --08-24 | |||||||
Series A Redeemable Convertible Preferred Stock [Member] | Dividends Payable in November [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Dividend payable date | --11-24 | |||||||
Series A Redeemable Convertible Preferred Stock [Member] | Purchasers [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Number of shares issued | 55,000 | |||||||
Aggregate purchase price per share | $ 1,000 | |||||||
Gross proceeds from convertible preferred stock | $ 55,000,000 | |||||||
Common Class A [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Average daily trading volume of common stock | 250,000 | |||||||
Conversion of common stock consecutive trading period | 20 days | |||||||
Common stock maximum trading period | 30 days | |||||||
Conversion of Series A, Series B preferred stock to Class A common stock (in shares) | 25,565,707 | 1,049,508 | 250,414 | |||||
Series B Convertible Redeemable Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Mezzanine Equity, par value | $ 0.0001 | $ 0.0001 | ||||||
Number of shares issued | 0 | 22,050 | ||||||
Temporary equity, conversion price per share | $ 0.308 | |||||||
Distributions on then-applicable liquidation preference shares, percentage per annum | 12.00% | |||||||
Distributions on then-applicable liquidation preference shares, percentage, expiration | May 24, 2021 | |||||||
Distributions on liquidation preference share thereafter, percentage | 16.00% | |||||||
Number of shares outstanding | 0 | 22,050 | ||||||
Series B Convertible Redeemable Preferred Stock [Member] | Minimum [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary Equity to Conversion of Preferred Stock | $ 1,000,000 | |||||||
Series B Convertible Redeemable Preferred Stock [Member] | Private Placement Warrants [Member] | Purchasers [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Number of shares issued | 21,000 | |||||||
Gross proceeds from convertible preferred stock | $ 21,000,000 | |||||||
Series B Redeemable Convertible Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Mezzanine Equity, par value | $ 0.0001 | |||||||
Number of shares outstanding | 0 | 22,050 | ||||||
Conversion of Series B preferred stock to Class A common stock, shares | 21,038 | 1,012 | (22,050) | |||||
Reduction of carrying value of preferred stock | $ 27,277,000 | |||||||
Series A Convertible Redeemable Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Mezzanine Equity, par value | $ 0.0001 | $ 0.0001 | ||||||
Number of shares issued | 19,610 | 50,000 | ||||||
Number of shares outstanding | 19,610 | 50,000 |
Mezzanine Equity (Details)
Mezzanine Equity (Details) - USD ($) $ in Thousands | Sep. 17, 2021 | Jun. 30, 2021 | Dec. 31, 2021 |
Series A Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Balance at December 31, 2020, shares | 50,000 | 50,000 | |
Balance at December 31, 2020 | $ 50,975 | $ 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 | $ 5,857 | ||
Balance at December 31, 2021, shares | 19,610 | ||
Balance at December 31, 2021 | $ 23,866 | ||
Series B Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Balance at December 31, 2020, shares | 22,050 | 22,050 | |
Balance at December 31, 2020 | $ 22,686 | $ 22,686 | |
Conversion of Series B preferred stock to Class A common stock, shares | 21,038 | 1,012 | (22,050) |
Conversion of Series B preferred stock to Class A common stock | $ (27,277) | ||
Accrued preferred stock dividends | $ 4,591 | ||
Balance at December 31, 2021, shares | 0 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2022 | Jun. 26, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Mar. 19, 2021 |
Class Of Stock [Line Items] | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | ||||
Common stock maximum trading period | 30 days | |||||
Proceeds from issuance of common stock, net | $ 14,667 | $ 400 | ||||
USWS Holdings [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 3.00% | |||||
Common Class A [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, authorized | 400,000,000 | 400,000,000 | 400,000,000 | |||
Common stock, issued | 53,148,952 | 20,718,659 | 53,148,952 | |||
Common stock, outstanding | 53,148,952 | 20,718,659 | 53,148,952 | |||
Conversion of common stock consecutive trading period | 20 days | |||||
Common stock maximum trading period | 30 days | |||||
Conversion of Class B common stock to Class A common stock (in shares) | 657,982 | 913,645 | ||||
Common Class A [Member] | ATM Agreement [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Shares issued | 5,091,800 | 226,359 | 5,318,159 | |||
Proceeds from issuance of common stock, net | $ 14,667 | $ 400 | $ 15,067 | |||
Payments for commission | $ 454 | $ 12 | $ 466 | |||
Common Class A [Member] | ATM Agreement [Member] | Piper Sandler & Co. [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common Stock, Shares Authorized | $ 50,000 | |||||
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] | ATM Agreement [Member] | Subsequent Event [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Shares issued | 9,767,941 | |||||
Proceeds from issuance of common stock, net | $ 21,282 | |||||
Payments for commission | $ 658 | |||||
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 | ||||
Closing price per share | $ 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 | ||||
Closing price per share | $ 47.25 | $ 47.25 | ||||
Common Class B [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||
Common stock, issued | 0 | 2,302,936 | 0 | |||
Common stock, outstanding | 0 | 2,302,936 | 0 | |||
Common stock, voting rights | one | |||||
Conversion of Class B common stock to Class A common stock (in shares) | (2,302,936) | (3,197,756) |
Earnings (Loss) Per Share - (De
Earnings (Loss) Per Share - (Details Narrative) - shares | Nov. 09, 2024 | Dec. 31, 2021 | Dec. 31, 2020 |
Earnings Per Share Basic [Line Items] | |||
Basic and diluted net income (loss) per share excludes the income (loss) attributable and shares associated to cancellation | 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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Basic net income (loss) per share | ||
Net loss attributable to U.S. Well Services, Inc. | $ (70,605) | $ (229,340) |
Net loss attributable to cancellable Class A common stock | 988 | 5,560 |
Basic net loss attributable to U.S. Well Services, Inc. shareholders | (69,617) | (223,780) |
Dividends accrued on Series A preferred stock | (5,857) | (7,214) |
Dividends accrued on Series B preferred stock | (4,591) | (2,049) |
Deemed and imputed dividends on Series A preferred stock | (750) | (13,022) |
Deemed and imputed dividends on Series B preferred stock | (7,178) | (564) |
Exchange of Series A preferred stock for Convertible Senior Notes | 8,936 | |
Basic net loss attributable to U.S. Well Services, Inc. common shareholders | $ (79,057) | $ (246,629) |
Weighted average shares outstanding | 32,853,855 | 18,971,692 |
Cancellable Class A common stock | (459,909) | (459,909) |
Basic and diluted weighted average shares outstanding | 32,393,946 | 18,511,783 |
Basic and diluted net loss per share attributable to Class A common shareholders | $ (2.44) | $ (13.32) |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Basic net income (loss) per share | ||
Dividends accrued on Series A preferred stock | $ (5,857) | $ (7,214) |
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 | $ (4,591) | $ (2,049) |
Earnings (Loss) Per Share (De_2
Earnings (Loss) Per Share (Details1) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded as anti-dilutive | 39,819,531 | 35,833,113 |
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 |
Anti-dilutive Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded as anti-dilutive | 4,515,980 | 4,122,328 |
Anti-dilutive Restricted Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded as anti-dilutive | 388,886 | 414,082 |
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 | 2,546,245 |
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 | 2,897,855 |
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 | |
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 | 1,168,297 | 2,588,050 |
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 | 22,355,922 | |
Convertible Senior Notes [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded as anti-dilutive | 28,056,027 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 11,694 | $ 10,056 |
Restricted Stock [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 3,459 | 4,719 |
Stock Options [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 866 | 905 |
Deferred Stock Units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 1,371 | 984 |
Pool A Awards [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 4,381 | 2,328 |
Pool B Awards [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 1,617 | $ 1,120 |
Share-Based Compensation (Paren
Share-Based Compensation (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 11,694 | $ 10,056 |
Cost of Services [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 2,097 | 1,940 |
Selling, General and Administrative Expenses [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 9,597 | $ 8,116 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details 1) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares, Beginning balance | 414,071 | |
Number of shares, Granted | 88,025 | 0 |
Number of shares, Vested | (102,615) | |
Number of shares, Forfeited | (10,595) | |
Number of shares, Ending balance | 388,886 | 414,071 |
Weighted-average grant-date fair value per share at beginning of period | $ 31.01 | |
Weighted-average grant-date fair value per share, Granted | 2.70 | |
Weighted-average grant-date fair value per share, Vested | 31.19 | |
Weighted-average grant-date fair value per share, Forfeited | 31.19 | |
Weighted-average grant-date fair value per share at end of period | $ 24.55 | $ 31.01 |
Share-Based Compensation (Det_3
Share-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 21, 2020 | |
Long Term Incentive Plan [Member] | Common Class A [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for issuance | 5,414,193 | |||
Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock granted | 88,025 | 0 | ||
Total fair value of shares | $ 3,200 | $ 6,123 | ||
Weighted average grant date fair value, Granted | $ 2.70 | |||
Stock-based compensation to be recognized | $ 3,793 | |||
Period for recognition of unrecognized compensation cost | 1 year 2 months 12 days | |||
Number of shares, Vested | (102,615) | |||
Restricted Stock [Member] | Long Term Incentive Plan [Member] | Common Class A [Member] | Employees [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share vesting period | 4 years | |||
Restricted Stock [Member] | Long Term Incentive Plan [Member] | Common Class A [Member] | Directors [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 | $ 1,040 | |||
Period for recognition of unrecognized compensation cost | 1 year 2 months 15 days | |||
Number of shares, Granted | 0 | 0 | ||
Number of shares, Exercised | 0 | 0 | ||
Stock Options [Member] | Long Term Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Terms of stock option grant | 7 years | |||
Stock Options [Member] | Long Term Incentive Plan [Member] | Common Class A [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share vesting period | 4 years | |||
Anti-dilutive Deferred Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock granted | 404,294 | |||
Total fair value of shares | $ 1,009 | |||
Weighted average grant date fair value, Granted | $ 2.87 | $ 1.16 | ||
Period for recognition of unrecognized compensation cost | 1 year 5 months 12 days | |||
Stock-based compensation to be recognized | $ 1,730 | |||
Number of shares, Vested | (873,408) | 0 | ||
Anti-dilutive Deferred Stock Units [Member] | Long Term Incentive Plan [Member] | Common Class A [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 | 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 3 months 29 days | |||
Stock-based compensation to be recognized | $ 3,932 | |||
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] | ||||
Total fair value of shares | $ 1,151 | |||
Period for recognition of unrecognized compensation cost | 1 year 5 months 23 days | |||
Stock-based compensation to be recognized | $ 2,086 | |||
Fair value of awards granted | $ 1,499 | $ 3,362 | ||
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 | $ 3,098 | |||
Fair value of awards granted | 2,183 | |||
2021 Pool A Performance Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Fair value of award liability | 3,611 | |||
Fair value of awards granted | $ 2,718 |
Share-Based Compensation (Det_4
Share-Based Compensation (Details 2) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares, Beginning balance | 250,649 | |
Number of shares, Granted | 0 | 0 |
Number of shares, Exercised | 0 | 0 |
Number of shares, Ending balance | 250,649 | 250,649 |
Number of 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 2 months 15 days | 5 years 2 months 15 days |
Weighted average remaining contractual term, Exercisable | 4 years 2 months 15 days |
Share-Based Compensation (Det_5
Share-Based Compensation (Details 3) - Anti-dilutive Deferred Stock Units [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares, Beginning balance | 2,546,249 | |
Number of shares, Granted | 404,294 | |
Number of shares, Vested | (873,408) | 0 |
Number of shares, Forfeited | (24,661) | |
Number of shares, Ending balance | 2,052,474 | 2,546,249 |
Weighted-average grant-date fair value per share at beginning of period | $ 1.16 | |
Weighted-average grant-date fair value per share, Granted | 2.87 | $ 1.16 |
Weighted-average grant-date fair value per share, Vested | 1.16 | |
Weighted-average grant-date fair value per share, Forfeited | 1.16 | |
Weighted-average grant-date fair value per share at end of period | $ 1.49 | $ 1.16 |
Share-Based Compensation (Det_6
Share-Based Compensation (Details 4) - Pool B Performance Awards [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value, Outstanding, Beginning balance | $ 3,356 | |
Fair value, Granted | 1,499 | $ 3,362 |
Fair value, Vested | (1,151) | |
Fair value, Forfeited | (32) | |
Fair value, Outstanding, Ending balance | $ 3,672 | $ 3,356 |
Employee Benefit Plan - (Detail
Employee Benefit Plan - (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plan, employer matching contribution | 100.00% | |
Employer matching contribution | $ 976 | |
Defined contribution plan, vesting period | 2 years | |
Maximum [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plan, percent of employees' gross pay | 6.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 17, 2021 | Jun. 24, 2021 | Apr. 01, 2020 | May 24, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Crestview Partners [Member] | Convertible Senior Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Principal amount of convertible senior notes | $ 40,000,000 | ||||||
Proceeds from related party debt | $ 20,000,000 | ||||||
Crestview Partners [Member] | Minimum [Member] | US Well Services Inc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage | 10.00% | ||||||
Series A Warrants [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants issued to purchase common stock | 2,933,333 | ||||||
Series A Warrants [Member] | Crestview Partners [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants issued to purchase common stock | 1,066,666 | ||||||
Additional warrants received | 711,112 | 711,112 | |||||
Series A Convertible Redeemable Preferred Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 50,000 | 19,610 | |||||
Series A Convertible Redeemable Preferred Stock [Member] | Crestview Partners [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 20,000 | ||||||
Proceeds received from issuance of preferred stock | $ 20,000,000 | ||||||
Series A Convertible Redeemable Preferred Stock [Member] | Crestview Partners [Member] | Convertible Senior Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Exchange of Series A preferred stock for Convertible Senior Notes, Shares | 15,588 | ||||||
Series B Convertible Redeemable Preferred Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 22,050 | 0 | |||||
Series B Convertible Redeemable Preferred Stock [Member] | Crestview Partners [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion of Series B preferred stock to Class A common stock, shares | 11,500 | ||||||
Number of shares issued | 11,500 | ||||||
Proceeds received from issuance of preferred stock | $ 11,500,000 | ||||||
Series B Convertible Redeemable Preferred Stock [Member] | TCW Group Inc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion of Series B preferred stock to Class A common stock, shares | 6,500 | ||||||
Number of shares issued | 6,500 | ||||||
Proceeds received from issuance of preferred stock | $ 6,500,000 | ||||||
Series B Convertible Redeemable Preferred Stock [Member] | David Matlin [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion of Series B preferred stock to Class A common stock, shares | 1,678 | ||||||
Number of shares issued | 1,878 | ||||||
Proceeds received from issuance of preferred stock | $ 1,878,000 | ||||||
Series B Convertible Redeemable Preferred Stock [Member] | David Treadwell Partner [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion of Series B preferred stock to Class A common stock, shares | 200 | ||||||
Common Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion of Series A, Series B preferred stock to Class A common stock (in shares) | 25,565,707 | 1,049,508 | 250,414 | ||||
Common Class A [Member] | Crestview Partners [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
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] | |||||||
Related Party Transaction [Line Items] | |||||||
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] | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion of Series A, Series B preferred stock to Class A common stock (in shares) | 2,039,132 | ||||||
Common Class A [Member] | David Treadwell Partner [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion of Series A, Series B preferred stock to Class A common stock (in shares) | 243,044 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 92,339 | $ 56,815 |
Startup/Organization expenses | 176 | 177 |
Investment in Partnership | 70,244 | |
Interest expense | 4,066 | 1,652 |
Property and equipment | 8,752 | |
Leases | 1,210 | |
Intangible assets | 26,667 | |
Sec. 743(b) adjustment | 3,572 | |
Inventory reserve | 314 | |
Stock-based compensation | 957 | |
Accruals and other | 1,224 | 137 |
Total deferred tax assets | 139,277 | 129,025 |
Deferred tax liabilities: | ||
Prepaids | (2,078) | |
Total deferred tax liabilities | (2,078) | |
Net deferred tax asset | 137,199 | 129,025 |
Valuation allowance | $ (137,199) | $ (129,025) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current income taxes: | ||
Federal | $ (27) | $ (757) |
State | (67) | |
Total current | (27) | (824) |
Deferred income taxes: | ||
Total | $ (27) | $ (824) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Pre-tax book loss | $ 70,676 | $ 241,212 |
Federal provision (benefit) | (14,842) | |
Permanent differences | (303) | |
Return to provision, other | 6,665 | |
Valuation allowance | 8,453 | |
Total | $ (27) | $ (824) |
Federal provision (benefit) | (21.00%) | |
Permanent differences | (0.43%) | |
Return to provision, other | 9.42% | |
Valuation allowance | 11.96% | |
Total income tax benefit | (0.04%) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Mar. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Taxes [Line Items] | |||
U.S. federal net operating loss carryforwards | $ 388,541,000 | ||
State net operating loss carryforwards | 307,413,000 | ||
Unused federal net operating loss | $ 28,387,000 | ||
Federal net operating loss expiration year | 2036 | ||
Deferred tax assets, valuation allowance | $ 137,199,000 | $ 129,025,000 | |
Uncertain tax positions | 0 | 0 | |
Material interest or penalties on income taxes | $ 0 | 0 | |
CARES Act [Member] | |||
Income Taxes [Line Items] | |||
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 tax carryforwards, carryback period | 5 years | ||
Net operating loss carryforwards, percentage of taxable income limitation removed | 80.00% | ||
Net operating loss, amount claim for refund | $ 757,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 11, 2022 | Feb. 28, 2022 | May 07, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 01, 2022 | Mar. 15, 2022 | Mar. 01, 2022 |
Subsequent Event [Line Items] | ||||||||
Gross proceeds from Class A common stock issuance | $ 14,667,000 | $ 400,000 | ||||||
Term C Loan [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument, floor interest rate percentage | 2.00% | |||||||
Applicable margin | 12.00% | |||||||
Interest rate | 2.00% | |||||||
Debt instrument, maturity date | Dec. 5, 2025 | |||||||
Long-term debt, gross | $ 21,500,000 | |||||||
Term C Loan [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument, face amount | $ 35,000,000 | |||||||
Senior Secured Term Loan [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument, face amount | $ 250,000,000 | |||||||
Debt instrument, floor interest rate percentage | 2.00% | |||||||
Applicable margin | 8.25% | |||||||
Debt instrument, maturity date | Dec. 5, 2025 | |||||||
Long-term debt, gross | $ 120,745,000 | $ 246,250,000 | ||||||
Senior Secured Term Loan [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Principal payments | $ 5,000,000 | |||||||
On or Prior to May 31, 2022 [Member] | Term C Loan [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument repayment rate | 30.00% | |||||||
June 1, 2022 and August 31, 2022 [Member] | Term C Loan [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument repayment rate | 65.00% | |||||||
On or After to September 1, 2022 [Member] | Term C Loan [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument repayment rate | 100.00% | |||||||
April 1, 2022 through December 31, 2022 [Member] | Cash [Member] | Senior Secured Term Loan [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate | 1.00% | |||||||
April 1, 2022 through December 31, 2022 [Member] | Paid in Kind [Member] | Senior Secured Term Loan [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate | 4.125% | |||||||
Forecast [Member] | Senior Secured Term Loan [Member] | Maximum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Long-term debt, gross | $ 103,000,000 | |||||||
Term C Loan Warrants [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants issued to purchase common stock | 13,953,488 | 1,046,511 | ||||||
Common stock issuable upon exercise | 13,953,488 | 1,046,511 | ||||||
Warrant exercise price per share | $ 1.10 | $ 1.29 | ||||||
Warrants maturity date | Feb. 28, 2028 | Mar. 1, 2028 | ||||||
Registered Direct Offering [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class A common stock issuance (in shares) | 14,180,375 | |||||||
Gross proceeds from Class A common stock issuance | $ 25,000,000 | |||||||
Placement Agent warrants [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants issued to purchase common stock | 992,626 | |||||||
Common stock issuable upon exercise | 992,626 | |||||||
Warrant exercise price per share | $ 2.2038 | |||||||
Concurrent Private Placement [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants issued to purchase common stock | 14,180,375 | |||||||
Common stock issuable upon exercise | 14,180,375 | |||||||
Warrant exercise price per share | $ 1.763 |