Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | U.S. WELL SERVICES, INC. | |
Entity Central Index Key | 0001670349 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38025 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-1847117 | |
Entity Address, Address Line One | 1360 Post Oak Boulevard | |
Entity Address, Address Line Two | Suite 1800 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77056 | |
City Area Code | 832 | |
Local Phone Number | 562-3730 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,827,306 | |
Title of each class | CLASS A COMMON SHARES $0.0001, par value | |
Trading Symbol | USWS | |
Name of each exchange on which registered | NASDAQ | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Warrants [Member] | ||
Document Information [Line Items] | ||
Title of each class | WARRANTS | |
Trading Symbol | USWSW | |
Name of each exchange on which registered | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 17,268 | $ 6,384 |
Restricted cash | 736 | 2,736 |
Accounts receivable (net of allowance for doubtful accounts of $0 as of June 30, 2022 and December 31, 2021, respectively) | 31,721 | 25,743 |
Inventory, net | 8,074 | 6,351 |
Assets held for sale | 0 | 2,043 |
Prepaids and other current assets | 6,373 | 18,748 |
Total current assets | 64,172 | 62,005 |
Property and equipment, net | 194,943 | 162,664 |
Operating lease right-of-use assets | 18,197 | 0 |
Finance lease right-of-use assets | 3,246 | 0 |
Intangible assets (net of accumulated amortization of $2,173 and $1,690 as of June 30, 2022 and December 31, 2021, respectively) | 12,017 | 12,500 |
Goodwill | 4,971 | 4,971 |
Other assets | 1,119 | 1,417 |
TOTAL ASSETS | 298,665 | 243,557 |
Current liabilities: | ||
Accounts payable | 49,027 | 29,180 |
Accrued expenses and other current liabilities | 14,301 | 16,842 |
Notes payable | 2,814 | 2,320 |
Current portion of long-term debt | 8,750 | 5,000 |
Current portion of equipment financing | 3,437 | 3,412 |
Current portion of capital lease obligations | 0 | 1,092 |
Current portion of operating lease liabilities | 9,605 | 0 |
Current portion of finance lease liabilities | 1,168 | 0 |
Total current liabilities | 89,102 | 57,846 |
Warrant liabilities | 2,733 | 3,557 |
Convertible senior notes | 116,183 | 105,769 |
Long-term debt | 158,423 | 167,507 |
Long-term equipment financing | 3,328 | 5,128 |
Long-term capital lease obligations | 0 | 2,112 |
Long-term operating lease liabilities | 8,748 | 0 |
Long-term finance lease liabilities | 2,176 | 0 |
Other long-term liabilities | 7,927 | 6,875 |
Total liabilities | 388,620 | 348,794 |
Commitments and contingencies (NOTE 12) | ||
Stockholders' deficit: | ||
Additional paid in capital | 312,571 | 263,932 |
Accumulated deficit | (428,619) | (393,036) |
Total Stockholders' deficit | (116,047) | (129,103) |
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT | 298,665 | 243,557 |
Series A Convertible Redeemable Preferred Stock [Member] | ||
Mezzanine equity: | ||
Redeemable Convertible Preferred Stock | 26,092 | 23,866 |
Class A Common Stock [Member] | ||
Stockholders' deficit: | ||
Common stock | $ 1 | $ 1 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) | Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | ||
Allowance for doubtful accounts | $ | $ 0 | $ 0 | ||
Intangible assets, accumulated amortization | $ | $ 2,173,000 | $ 1,690,000 | ||
Series A Convertible Redeemable Preferred Stock [Member] | ||||
Mezzanine Equity, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Mezzanine Equity, authorized | 55,000 | 55,000 | ||
Mezzanine Equity, issued | 19,610 | 19,610 | ||
Mezzanine Equity, outstanding | 19,610 | 19,610 | ||
Mezzanine Equity, liquidation preference | $ | $ 29,499,000 | $ 27,274,000 | ||
Class A Common Stock [Member] | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, authorized | 400,000,000 | 400,000,000 | ||
Common stock, issued | 12,827,306 | 8,858,161 | ||
Common stock, outstanding | [1] | 12,827,306 | [2] | 8,858,161 |
[1] Periods presented have been adjusted to reflect the 1-for- 3.5 reverse stock split on September 30, 2021 and the 1-for- 6 reverse stock split on August 4, 2022. See Note 2, Reverse Stock Splits, for details. Periods presented have been adjusted to reflect the 1-for- 3.5 reverse stock split on September 30, 2021 and the 1-for- 6 reverse stock split on August 4, 2022. See Note 2, Reverse Stock Splits, for details. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 68,764 | $ 78,799 | $ 109,914 | $ 155,057 |
Costs and expenses: | ||||
Cost of services (excluding depreciation and amortization) | 55,209 | 59,252 | 95,932 | 121,883 |
Depreciation and amortization | 5,877 | 9,836 | 11,577 | 20,942 |
Selling, general and administrative expenses | 9,406 | 7,214 | 17,778 | 14,604 |
Litigation settlement | 0 | 35,000 | 0 | 35,000 |
Loss (gain) on disposal of assets | (76) | (545) | 2,980 | 1,891 |
Loss from operations | (1,652) | (31,958) | (18,353) | (39,263) |
Interest expense, net | (9,562) | (7,333) | (17,530) | (13,516) |
Change in fair value of warrant liabilities | 1,577 | (136) | 831 | (7,287) |
Patent license sales | 0 | 22,500 | 0 | 22,500 |
Loss on extinguishment of debt | 0 | (839) | (1,651) | (839) |
Other income | 302 | 23 | 1,623 | 52 |
Loss before income taxes | (9,335) | (17,743) | (35,080) | (38,353) |
Income tax benefit | 0 | (27) | 0 | (27) |
Net loss | (9,335) | (17,716) | (35,080) | (38,326) |
Net loss attributable to noncontrolling interest | 0 | 0 | 0 | (44) |
Net loss attributable to U.S. Well Services, Inc. | (9,335) | (17,716) | (35,080) | (38,282) |
Dividends accrued on Series A preferred stock | (1,135) | (1,998) | (2,226) | (3,811) |
Dividends accrued on Series B preferred stock | 0 | (811) | 0 | (1,522) |
Deemed and imputed dividends on Series A preferred stock | 0 | (286) | 0 | (750) |
Deemed dividends on Series B preferred stock | 0 | (1,501) | 0 | (5,669) |
Exchange of Series A preferred stock for Convertible Senior Notes | 0 | 8,936 | 0 | 8,936 |
Net loss attributable to U.S. Well Services, Inc. common stockholders | $ (10,470) | $ (13,376) | $ (37,306) | $ (41,098) |
Loss per common share (See Note 15): | ||||
Basic and diluted | $ (0.82) | $ (3.10) | $ (3.27) | $ (10.12) |
Weighted average common shares outstanding: | ||||
Basic and diluted | 12,719,540 | 4,218,726 | 11,347,278 | 3,990,963 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) | Aug. 04, 2022 | Sep. 30, 2021 |
Reverse stock split ratio | 0.2857142857 | |
Subsequent Event [Member] | ||
Reverse stock split ratio | 0.1666666666666667 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (35,080) | $ (38,326) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||
Depreciation and amortization | 11,577 | 20,942 |
Change in fair value of warrant liabilities | (831) | 7,287 |
Provision for losses on accounts receivable | 0 | 9 |
Provision for losses on inventory obsolescence | 541 | 1,398 |
Loss on disposal of assets | 2,980 | 1,891 |
Non-cash lease expense | 1,997 | 0 |
Convertible senior notes converted into sales of patent licenses | 0 | (22,500) |
Amortization of debt discount, premium and issuance costs | 3,130 | 3,606 |
Paid-in-kind interest | 12,237 | 258 |
Loss on extinguishment of debt | 1,651 | 839 |
Share-based compensation expense | 1,613 | 3,661 |
Changes in assets and liabilities: | ||
Accounts receivable | (5,978) | (10,506) |
Inventory | (2,263) | (964) |
Prepaids and other current assets | 1,445 | (7,708) |
Accounts payable | 8,902 | 6,427 |
Accrued liabilities | 1,229 | (2,641) |
Accrued interest | 409 | 7,956 |
Net cash provided by (used in) operating activities | 3,559 | (28,371) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (48,337) | (24,841) |
Proceeds from sale of property and equipment and insurance proceeds from damaged property and equipment | 17,338 | 8,553 |
Net cash used in investing activities | (30,999) | (16,288) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from revolving credit facility | 7,344 | 24,722 |
Repayments of revolving credit facility | (14,495) | (14,750) |
Proceeds from issuance of long-term debt | 0 | 3,004 |
Proceeds from issuance of long-term debt and warrants | 21,500 | 0 |
Repayments of long-term debt | (19,022) | (12,563) |
Payment of fees related to debt extinguishment | (96) | (41) |
Proceeds from issuance of convertible senior notes | 0 | 86,500 |
Proceeds from issuance of notes payable | 3,826 | 9,139 |
Repayments of notes payable | (3,332) | (3,697) |
Repayments of amounts under equipment financing | (1,774) | (1,738) |
Principal payments under capital lease obligations | 0 | (109) |
Principal payments on finance lease liabilities | (560) | 0 |
Proceeds from issuance of common stock and warrants in registered direct offering, net | 22,730 | 0 |
Proceeds from issuance of common stock via the 2020 ATM Agreement, net | 21,298 | 13,562 |
Deferred financing costs | (1,095) | (6,569) |
Net cash provided by financing activities | 36,324 | 97,460 |
Net increase in cash and cash equivalents and restricted cash | 8,884 | 52,801 |
Cash and cash equivalents and restricted cash, beginning of period | 9,120 | 5,262 |
Cash and cash equivalents and restricted cash, end of period | 18,004 | 58,063 |
Supplemental cash flow disclosure: | ||
Interest paid | 1,411 | 1,276 |
Income tax refunds received | (757) | (810) |
Non-cash investing and financing activities: | ||
Issuance of warrants to placement agent in registered direct offering | 470 | 0 |
Exchange of Series A preferred stock for convertible senior notes | 0 | 24,780 |
Deemed and imputed dividends on preferred stock | 0 | 750 |
Changes in accrued and unpaid capital expenditures | 8,927 | 7,543 |
Assets under capital lease obligations | 0 | 1,113 |
Registered Direct Offering [Member] | ||
Non-cash investing and financing activities: | ||
Issuance of warrants to purchase common stock | 7,044 | 0 |
Term C Loan Warrants [Member] | ||
Non-cash investing and financing activities: | ||
Issuance of warrants to purchase common stock | 6,491 | 0 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Non-cash investing and financing activities: | ||
Conversion of preferred stock to Class A common stock | 0 | 1,067 |
Dividends accrued on preferred stock | 0 | 1,522 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Non-cash investing and financing activities: | ||
Dividends accrued on preferred stock | $ 2,226 | $ 3,811 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Class A Common Stock [Member] | Common Class B [Member] | Common Stock [Member] Class A Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interests [Member] | ||||
Balance at Dec. 31, 2020 | $ (105,212) | $ 217,219 | [1] | $ (322,431) | |||||||
Balance (in shares) at Dec. 31, 2020 | 3,453,111 | [1] | 2,302,936 | ||||||||
Class A common stock issuance | 13,242 | 13,242 | [1] | ||||||||
Class A common stock issuance (in shares) | [1] | 714,586 | |||||||||
Conversion of Class B common stock to Class A common stock (in shares) | 109,664 | [1] | (2,302,936) | ||||||||
Conversion of Series B preferred stock to Class A common stock | 1,068 | 1,068 | [1] | ||||||||
Conversion of Series B preferred stock to Class A common stock(shares) | [1] | 174,919 | |||||||||
Exchange of Series A preferred stock for Convertible Senior Notes | 8,936 | 8,936 | [1] | ||||||||
Share-based compensation | 3,180 | 3,136 | [1] | $ 44 | |||||||
Tax withholding related to vesting of share-based compensation | (150) | (150) | [1] | ||||||||
Tax withholding related to vesting of share-based compensation (in shares) | [1] | (4,938) | |||||||||
Restricted stock forfeitures (in shares) | [1] | (794) | |||||||||
Deemed and imputed dividends on Series A preferred stock | (750) | (750) | [1] | ||||||||
Accrued Series A preferred stock dividends | (3,811) | (3,811) | [1] | ||||||||
Accrued Series B preferred stock dividends | (1,522) | (1,522) | [1] | ||||||||
Net loss | (38,326) | (38,282) | $ (44) | ||||||||
Balance at Jun. 30, 2021 | (123,345) | 237,368 | [1],[2] | (360,713) | |||||||
Balance (in shares) at Jun. 30, 2021 | [1],[2] | 4,446,548 | |||||||||
Balance at Mar. 31, 2021 | (116,248) | 226,749 | [2] | (342,997) | |||||||
Balance (in shares) at Mar. 31, 2021 | [2] | 4,288,969 | |||||||||
Class A common stock issuance | 2,891 | 2,891 | [2] | ||||||||
Class A common stock issuance (in shares) | [2] | 113,412 | |||||||||
Conversion of Series B preferred stock to Class A common stock | 270 | 270 | [2] | ||||||||
Conversion of Series B preferred stock to Class A common stock(shares) | [2] | 44,167 | |||||||||
Exchange of Series A preferred stock for Convertible Senior Notes | 8,936 | 8,936 | [2] | ||||||||
Share-based compensation | 1,617 | 1,617 | [2] | ||||||||
Deemed and imputed dividends on Series A preferred stock | (286) | (286) | [2] | ||||||||
Accrued Series A preferred stock dividends | (1,998) | (1,998) | [2] | ||||||||
Accrued Series B preferred stock dividends | (811) | (811) | [2] | ||||||||
Net loss | (17,716) | (17,716) | |||||||||
Balance at Jun. 30, 2021 | (123,345) | 237,368 | [1],[2] | (360,713) | |||||||
Balance (in shares) at Jun. 30, 2021 | [1],[2] | 4,446,548 | |||||||||
Balance at Dec. 31, 2021 | (129,103) | $ 1 | [1] | 263,932 | [1] | (393,036) | |||||
Balance (in shares) at Dec. 31, 2021 | 8,858,161 | [1] | 0 | ||||||||
Adoption of ASC 842, Leases on January 1, 2022 | (503) | (503) | |||||||||
Class A common stock issuance | 36,494 | 36,494 | [1] | ||||||||
Class A common stock issuance (in shares) | [1] | 3,991,387 | |||||||||
Warrants issuance | 14,005 | 14,005 | [1] | ||||||||
Exchange of Series A preferred stock for Convertible Senior Notes | 0 | ||||||||||
Share-based compensation | 396 | 396 | [1] | ||||||||
Tax withholding related to vesting of share-based compensation | (30) | (30) | [1] | ||||||||
Tax withholding related to vesting of share-based compensation (in shares) | [1] | (4,383) | |||||||||
Restricted stock forfeitures (in shares) | [1] | (17,859) | |||||||||
Deemed and imputed dividends on Series A preferred stock | 0 | ||||||||||
Accrued Series A preferred stock dividends | (2,226) | (2,226) | [1] | ||||||||
Accrued Series B preferred stock dividends | 0 | ||||||||||
Net loss | (35,080) | (35,080) | |||||||||
Balance at Jun. 30, 2022 | (116,047) | 1 | [1],[2] | 312,571 | [1],[2] | (428,619) | |||||
Balance (in shares) at Jun. 30, 2022 | 12,827,306 | [1],[2] | 0 | ||||||||
Balance at Mar. 31, 2022 | (104,304) | 1 | [2] | 314,979 | [2] | (419,284) | |||||
Balance (in shares) at Mar. 31, 2022 | [2] | 12,844,437 | |||||||||
Exchange of Series A preferred stock for Convertible Senior Notes | 0 | ||||||||||
Share-based compensation | (1,273) | (1,273) | [2] | ||||||||
Restricted stock forfeitures (in shares) | [2] | (17,131) | |||||||||
Deemed and imputed dividends on Series A preferred stock | 0 | ||||||||||
Accrued Series A preferred stock dividends | (1,135) | (1,135) | [2] | ||||||||
Accrued Series B preferred stock dividends | 0 | ||||||||||
Net loss | (9,335) | (9,335) | |||||||||
Balance at Jun. 30, 2022 | $ (116,047) | $ 1 | [1],[2] | $ 312,571 | [1],[2] | $ (428,619) | |||||
Balance (in shares) at Jun. 30, 2022 | 12,827,306 | [1],[2] | 0 | ||||||||
[1] Periods presented have been adjusted to reflect the 1-for- 3.5 reverse stock split on September 30, 2021 and the 1-for- 6 reverse stock split on August 4, 2022. See Note 2, Reverse Stock Splits, for details. Periods presented have been adjusted to reflect the 1-for- 3.5 reverse stock split on September 30, 2021 and the 1-for- 6 reverse stock split on August 4, 2022. See Note 2, Reverse Stock Splits, for details. |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Parenthetical) | Aug. 04, 2022 | Sep. 30, 2021 |
Reverse stock split ratio | 0.2857142857 | |
Subsequent Event [Member] | ||
Reverse stock split ratio | 0.1666666666666667 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | NOTE 1 – DESCRIPTION OF BUSINESS U.S. Well Services, Inc. (“USWS,” the “Company,” “we,” “us” or “our”), 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 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. 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 ® . We expect to continue phasing out our remaining conventional fleet operations as we take delivery of our newbuild Nyx Clean Fleets ® . Proposed Merger with ProFrac On June 21, 2022, USWS, ProFrac Holding Corp. (“ProFrac”), and Thunderclap Merger Sub I, Inc., an indirect subsidiary of ProFrac (“Merger Sub”), entered into an agreement and plan of merger (the “Merger Agreement”), providing that, among other things and subject to the terms and conditions of the Merger Agreement, at the effective time (the “Effective Time”) of the Merger (defined below): • Merger Sub will be merged with and into USWS, with USWS surviving as an indirect subsidiary of ProFrac, subject to the terms and conditions set forth in the Merger Agreement (the “Merger”). • Each share of USWS Class A common stock issued and outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive 0.3366 shares of ProFrac Class A common stock (the “Merger Consideration”). • USWS will take all requisite action so that, effective as of immediately prior to the Effective Time: o (i) each holder of USWS’s Series A Redeemable Convertible Preferred Stock, par value $ 0.0001 per share, (the “Series A preferred stock”) issued and outstanding at such time may convert such stock into shares of USWS Class A common stock at the Merger Conversion Ratio (as defined in the Merger Agreement), and (ii) any shares of Series A preferred stock issued and outstanding immediately prior to the Effective Time not so converted at the Merger Conversion Ratio will automatically convert into shares of USWS Class A common stock at the then-effective conversion rate as calculated pursuant to USWS’s Certificate of Designations (as defined in the Merger Agreement); and o each Convertible Senior Note issued and outstanding at such time will automatically convert into a number of shares of USWS Class A common stock equal to the quotient obtained by dividing (i) the amount of outstanding aggregate principal amount, plus accrued and unpaid interest, owing under such Convertible Senior Note through the date immediately prior to the Effective Time, by (ii) $ 7.32 . • At the Effective Time, each Term C Loan Warrant issued and outstanding immediately prior to the Effective Time will be automatically canceled and will cease to exist and no consideration will be delivered in exchange therefor. • At the Effective Time, each Public Warrant, Private Placement Warrant, Series A Warrant, RDO Warrant and Placement Agent Warrant issued and outstanding immediately prior to the Effective Time (collectively, the “Rollover Warrants”), in accordance with the terms of such Rollover Warrants, will be amended to provide the right to receive a warrant to purchase a number of shares of ProFrac Class A common stock equal to (i) the number of shares of USWS Class A common stock underlying such Rollover Warrant multiplied by (ii) the Exchange Ratio. The exercise price of such Rollover Warrants will be the exercise price of such Rollover Warrant divided by the Exchange Ratio. • At the Effective Time, each share of USWS Class A common stock subject to vesting, repurchase, or other lapse of restrictions that is outstanding and unvested under the Amended and Restated U.S. Well Services, Inc. 2018 Stock Incentive Plan (the “LTIP”) immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be canceled in exchange for the right to receive the Merger Consideration and, in lieu of any fractional shares, cash. • Immediately prior to the Effective Time, each then-outstanding deferred stock unit (“DSU”) or restricted stock unit (“RSU”), in each case representing a right to receive one share of USWS Class A common stock granted under the LTIP, will, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and converted into the right to receive the Merger Consideration and, in lieu of any fractional shares, cash (treating such DSU or RSU in the same manner as if it were an outstanding share of USWS Class A common stock for such purposes). • Immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, (i) each then outstanding Pool A Performance Award (“Pool A Award”) shall be canceled and converted into the right to receive (A) for recipients of Pool A Awards who consent to the terms of that certain Amendment to Performance Awards included as an exhibit to the Merger Agreement (the “Award Amendment”), the Merger Consideration in an amount equal to the accumulated award value as of July 19, 2022 divided by $ 7.32 , and (B ) with respect to each Pool A Award not amended by an Award Amendment, the Merger Consideration in an amount equal to the accumulated award value as of the Effective Time divided by $ 7.32 ; and (ii) each then-outstanding Pool B Performance Award (“Pool B Award”) shall be canceled and converted into the right to receive (A) with respect to each Pool B Award amended by an Award Amendment, the Merger Consideration in an amount equal to the accumulated award value as of July 19, 2022 divided by $ 6.468 , and (B) with respect to each Pool B Award not amended by an Award Amendment, the Merger Consideration in an amount equal to the accumulated award value as of the Effective Time divided by $ 6.468 . The consummation of the Merger is subject to customary conditions, including, among others, (a) receipt of USWS stockholder approval, (b) the absence of any applicable law or order prohibiting the consummation of the Merger or the Parent Stock Issuance (as defined in the Merger Agreement), (c) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 , as amended (the “HSR Act”), (d) the effectiveness of the Registration Statement (as defined in the Merger Agreement), (e) approval of the Parent Stock Issuance for listing on Nasdaq, (f) subject to certain exceptions, the accuracy of the representations and warranties of each party to the Merger Agreement, (g) the performance in all material respects of each party of its obligations under the Merger Agreement and (h) the absence of a Company Material Adverse Effect and Parent Material Adverse Effect (as such terms are defined in the Merger Agreement). Dan Wilks and Farris Wilks, together with certain of their affiliates, (collectively, the “Wilks Parties”) collectively hold a controlling interest in ProFrac. Certain Wilks Parties also own certain securities of USWS, including outstanding Convertible Senior Notes and Term C Loan Warrants. Concurrently with the execution and delivery of the Merger Agreement, certain stockholders of USWS (each, a “Supporting Stockholder” and, collectively, the “Supporting Stockholders”) entered into a Voting Agreement with ProFrac (the “Voting Agreements”). Pursuant to the Voting Agreements, each Supporting Stockholder agreed to, among other things, (i) support and vote in favor of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (ii) take (and refrain from taking) certain other actions in connection with the transactions contemplated by the Merger Agreement and (iii) to the extent applicable, deliver a Conversion Notice (as defined in the Merger Agreement) to convert each Supporting Stockholder’s shares of USWS’s Series A preferred stock at the Merger Conversion Ratio as described above. The Supporting Stockholders together beneficially own, in the aggregate, approximately 44 % of the currently outstanding shares of USWS’s Class A common stock, which inclu des 9,568 sha res of USWS ’s Class A common stock, or approximately 0.07 %, held by THRC Holdings, LP ( “THRC”), one of the Wilks Parties. USWS has agreed to operate its business in the ordinary course during the period between the execution of the Merger Agreement and the Effective Time, subject to specific exemptions set forth in the Merger Agreement, and have agreed to certain other customary restrictions on operations, as set forth in the Merger Agreement. The Merger Agreement and the transactions contemplated thereby were unanimously approved by the Board of Directors of USWS and the Board of Directors of ProFrac on June 21, 2022, each acting on the unanimous recommendation of their respective special committees formed for the purpose of negotiating and evaluating the fairness of the transactions contemplated by the Merger Agreement. The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 10-Q and incorporated herein by reference. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the annual financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”), filed with the SEC on March 30, 2022. The accompanying unaudited condensed consolidated financial statements and accompanying notes present the consolidated financial position, results of operations, cash flows, and stockholders’ deficit of the Company as of June 30, 2022 and December 31, 2021, and for the three and six months ended June 30, 2022 and 2021. The interim data includes all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results of operations expected for the entire fiscal year ended December 31, 2022. 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 Splits 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. On August 4, 2022, the Company effected a 1-for-6 reverse split of its Class A common stock . All owners of record as of August 4, 2022 received one issued and outstanding share of the Company’s Class A common stock in exchange for six outstanding shares of the Company’s Class A common stock. No fractional shares of Class A common stock were issued as a result of these reverse stock splits. Any fractional shares in connection with these reverse stock splits were rounded up to the nearest whole share and no stockholders received cash in lieu of fractional shares. The reverse stock splits had no impact on the number of shares of Class A common stock that the Company is authorized to issue pursuant to its certificate of incorporation or on the par value per share of the Class A common stock. Proportional adjustments were made to the number of shares of Class A common stock issuable upon exercise or conversion of the Company's equity awards, convertible preferred stock and warrants, as well as the applicable exercise price. All share and per share information included in this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the impact of these reverse stock splits. Principles of Consolidation The condensed consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiaries. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All significant intercompany balances and transactions are eliminated upon consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We regularly evaluate estimates and judgments based on historical experience and other relevant facts and circumstances. Significant estimates included in these financial statements primarily relate to allowance for doubtful accounts, allowance for inventory obsolescence, estimated useful lives and valuation of long-lived assets, impairment assessments of goodwill and other long-lived assets, valuation of right-of-use assets and lease liabilities, estimates of fair value of warrant liabilities, term loan, and convertible senior notes, and the valuation of share-based compensation and certain equity instruments. Actual results could differ from those estimates. Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements, or are reserved for a specific purpose, and not readily available for immediate or general use are recorded in restricted cash on our condensed consolidated balance sheets. As of June 30, 2022, restric ted cash primarily consisted of $ 0.7 million transferred into a trust account to support our workers’ compensation obligations . As of December 31, 2021 , restricted cash consisted of $ 0.7 million transferred into a trust account to support our workers’ compensation obligations and $ 2.0 million for the prepayment of the Senior Secured Term Loan. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported on the condensed consolidated statements of cash flows: June 30, 2022 2021 Cash and cash equivalents $ 17,268 $ 57,544 Restricted cash 736 519 Cash and cash equivalents and restricted cash $ 18,004 $ 58,063 Accounts Receivable Accounts receivable are recorded at their outstanding balances adjusted for an allowance for doubtful accounts. Revenue earned and recognized in advance of invoice issuance creates assets referred to as “unbilled receivables”. Unbilled receivables are presented on a combined basis with accounts receivable. 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 first quarter of 2021, the Company wrote-off accounts receivables of $ 12.0 million, which was previously reserved in full as of December 31, 2020. As of June 30, 2022 , the Company did no t record an allowance for doubtful accounts. 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. As of June 30, 2022 and December 31, 2021 , the Company had established inventory reserves of $ 1.7 million and $ 1.3 million, respectively, for obsolete and slow-moving inventory. Property and Equipment Property and equipment are carried at cost, with depreciation provided on a straight-line basis over their estimated useful lives. Expenditures for renewals and betterments that extend the lives of the assets are capitalized. Amounts spent for maintenance and repairs, which do not improve or extend the life of the related asset, are charged to expense as incurred. The Company separately identifies and accounts for certain critical components of its 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. Leases At inception, the Company determines whether an arrangement is a lease and the appropriate lease classification as operating or finance. When a lease is identified, a right-of-use asset and the corresponding lease liability are recorded on the lease commencement date based on the present value of the remaining lease payments over the lease term on the condensed consolidated balance sheet. In the event a lease does not provide an implicit rate, the Company uses its incremental borrowing rate based on information available at the commencement date in determining the present value of the remaining lease payments. Leases may include options to extend or terminate the lease. The Company generally does not include renewal or termination options in its assessment of the leases unless extension or termination for certain assets is deemed to be reasonably certain. The Company has elected the practical expedient to not recognize lease assets and liabilities for leases with a term of 12 months or less. Operating lease expenses are recognized on a straight-line basis over the lease term. The Company also has some lease agreements with lease and non-lease components, which are accounted for as a single lease component. Right-of-use assets are assessed periodically for impairment if events or circumstances occur that indicate the carrying amount of the asset may not be recoverable. The Company monitors events and modifications of existing lease agreements that would require reassessment of the lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right-of-use asset. 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’s issued and outstanding Public Warrants, Private Placement Warrants and Series A Warrants are recognized as liabilities. Accordingly, we recognize these warrant instruments as liabilities at fair value upon issuance and adjust the instruments to fair value at the end of each reporting period. Any change in fair value is recognized in our condensed consolidated statements of operations. The Public Warrants are valued using their quoted market price since they are publicly traded and thus had an observable market price. The Private Placement Warrants are valued using a Monte Carlo simulation model. The Series A Warrants are valued using the Black-Scholes option pricing model. The Company’s issued and outstanding Term C Loan Warrants, RDO Investor Warrants and Placement Agent Warrants are recognized as equity. See “Note 9 – Warrants” for additional disclosure of the Company’s outstanding warrants. 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 $ 91.2 million and $ 106.6 million a s of June 30, 2022 and December 31, 2021, 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. Term C Loan. The fair value of the Term C Loan is $ 37.9 million as of June 30, 2022 based on the market price quoted from external sources. If the Term C 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 June 30, 2022 and December 31, 2021, respectively. Warrants. Certain of the Company’s outstanding warrants are accounted for as liabilities and measured at fair value. See “Note 9 – Warrants” for fair value measurements associated with the Company’s warrants. Convertible Senior Notes . The fair value of the Convertible Senior Notes is $ 113.1 million and $ 73.5 million as of June 30, 2022 and December 31, 2021, respectively, based on an option pricing framework using a lattice model. If the Convertible Senior Notes were measured at fair value in the financial statements, they would be classified as Level 2 in the fair value hierarchy. Revenue Recognition The Company recognizes revenue based on the customer’s ability to benefit from the services rendered in an amount that reflects the consideration expected to be received in exchange for those services. The Company’s performance obligations are satisfied over time, typically measured by the number of stages completed or the number of pumping days a fleet is available to pump for a customer in a month. All revenue is recognized when a contract with a customer exists, collectability of amounts subject to invoice is probable, the performance obligations under the contract have been satisfied over time, and the amount to which the Company has the right to invoice has been determined. A portion of the Company’s contracts contain variable consideration; however, this variable consideration is typically unknown at the time of contract inception, and is not known until the job is complete, at which time the variability is resolved. The Company has elected to use the “as invoiced” practical expedient to recognize revenue based upon the amount it has a right to invoice upon the completion of each performance obligation per the terms of the contract. Patent License Sales. The sales of the right to use the Company’s patented Clean Fleet ® technology is a single performance obligation. The Company recognizes the income associated with the patent license sales at the point in time when the Company satisfies its performance obligation by granting the purchaser the right to use the patented Clean Fleet ® technology and transfer of control has occurred. The patent license sales are recognized as other income in our condensed consolidated statement of operations. Major Customer and Concentration of Credit Risk The concentration of our customers in the oil and natural gas industry may impact our overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables. The following table shows the percentage of revenues from our significant customers: Three Months Ended June 30, 2022 2021 Customer A 19.1 % * Customer B * 12.9 % Customer C 14.2 % 10.6 % Customer D 17.1 % * Customer E * 19.6 % Customer F 32.3 % 17.8 % Customer H * 12.1 % Customer I * 11.4 % Customer K 17.1 % * Six Months Ended June 30, 2022 2021 Customer A 17.5 % * Customer B * 12.9 % Customer C 17.1 % 11.6 % Customer D 12.9 % * Customer E * 18.1 % Customer F 35.7 % 19.0 % Customer H * 15.2 % Customer K 16.7 % * An asterisk indicates that revenue is less than ten percent. The following table shows the percentage of trade receivables from our significant customers: June 30, 2022 December 31, 2021 Customer A 22.1 % * Customer C 21.6 % 20.4 % Customer D 13.7 % * Customer F 24.4 % 24.3 % Customer J * 29.7 % Customer K 16.5 % 25.0 % An asterisk indicates that trade receivable is less than ten percent. Income Taxes The provision or benefit from income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates the estimate of the annual effective tax rate, and if the estimated tax rate changes, the Company records a cumulative adjustment. The Company’s effective tax rate on continuing operations for the three and six months ended June 30, 2022 , was 0.00 %. The Company’s effective tax rate on continuing operations for the three and six months ended June 30, 2021 was ( 0.15 )% and ( 0.07 )%, respectively. The difference between the effective tax rate and the U.S. federal statutory rate is primarily due to a valuation allowance on the Company's federal and state net deferred tax assets and excess tax benefits related to net operating losses. Due to tax losses and offsetting valuation allowance, the Company did not record a provision for U.S. income taxes in any period. The Company is subject to taxation in the U.S. The tax years subsequent to 2017 remain open and subject to examination by federal and state taxing authorities in which the Company is subject to tax. The Company is not under examination in any other jurisdictions. As of June 30, 2022 , the Company has provided a valuation allowance against all federal and state deferred tax assets. Management continues to evaluate the realizability of deferred tax assets and the related valuation allowance. If management's assessment of the deferred tax assets or the corresponding valuation allowance were to change, the Company would record the related adjustment to income during the period in which management makes the determination. After consideration of all the information available, management determined that a valuation allowance was appropriate, as it is more likely than not that the Company will not utilize its net deferred tax assets. |
Accounting Standards
Accounting Standards | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Accounting Standards | NOTE 3 – ACCOUNTING STANDARDS Except as discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the six months ended June 30, 2022, as compared to the recent accounting pronouncements described in the Annual Report, that are of significance, or potential significance to the Company. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“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. On January 1, 2022, the Company adopted ASC 842, using the modified retrospective with applied transition method and recognized a cumulative impact to retained earnings in that period, which allowed the Company to continue to apply the legacy guidance in Topic 840, Leases , including its disclosure requirements, in the comparative periods presented in the year of adoption. 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. On January 1, 2022, upon adoption of the new leasing standard, the Company recognized operating right-of-use assets of $ 1.6 million and operating lease liabilities of $ 1.6 million . On January 1, 2022, the Company recognized finance lease right-of-use asse ts of $ 3.6 million, reclassified from property and equipment, net and finance lease liabilities of $ 3.8 million, including $ 3.2 million reclassified from current and long-term capital lease obligations. The impact of adoption of the new leasing standard had no material impact to the condensed consolidated statements of operations. 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, using the prospective method of transition. The adoption did not have a material impact on the Company's condensed 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 smaller 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 did not have a material impact on the Company's condensed consolidated financial statements. |
Prepaids and Other Current Asse
Prepaids and Other Current Assets | 6 Months Ended |
Jun. 30, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
PREPAIDS AND OTHER CURRENT ASSETS | NOTE 4 – PREPAIDS AND OTHER CURRENT ASSETS Prepaids and other current assets consisted of the following: June 30, 2022 December 31, 2021 Prepaid insurance $ 4,646 $ 5,207 Recoverable costs from insurance - 11,109 Income tax receivable - 757 Other current assets 1,727 1,675 Total prepaid expenses and other current assets $ 6,373 $ 18,748 During the six months ended June 30, 2022 and 2021 , the Company prepaid $ 5.1 million and $ 11.7 million, respectively, 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. During the six months ended June 30, 2022, th e Company received $ 12.0 million from insurance reimbursements, of which $ 11.1 million was accrued for as of December 31, 2021. During the six months ended June 30, 2021, the Company received $ 6.4 million from insurance reimbursements. During 2020, the Company filed an application to carry back its 2018 NOLs, claiming a refund of approximately $ 0.8 million, which was received during the three months ended June 30, 2022. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 5 – PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following: Estimated June 30, 2022 December 31, 2021 Pressure pumping equipment (1) 1.5 to 25 $ 227,521 $ 186,826 Light duty vehicles (2) 5 1,667 5,524 Furniture and fixtures 5 67 67 IT equipment 3 1,033 1,033 Auxiliary equipment 2 14,160 12,218 Leasehold improvements Term of lease 276 276 244,724 205,944 Less: accumulated depreciation and amortization ( 49,781 ) ( 43,280 ) Property and equipment, net $ 194,943 $ 162,664 (1) As of December 31, 2021 , the Company had capitalized $ 0.6 million of pressure pumping equipment, related to capital leases and the accumulated depreciation was $ 0.3 million. (2) As of December 31, 2021 , the Company had capitalized $ 3.9 million of light duty vehicles, related to capital leases and the accumulated depreciation was $ 0.5 million. Depreciation and amortization expense related to property and equipment was $ 5.3 million and $ 9.6 million during the three months ended June 30, 2022 and 2021, respectively, and $ 10.5 million and $ 20.5 million during the six months ended June 30, 2022 and 2021, respectively. 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 June 30, 2022 , the Company did no t have any assets classified as held for sale. As of December 31, 2021 , the Company had classified $ 2.0 million in net book value of diesel pressure pumping equipment as assets held for sale on the condensed consolidated balance sheet. During the six months ended June 30, 2022 , the Company received $ 5.3 million in proceeds from the sale of property and equipment, of which $ 2.1 million was for assets classified as held for sale. The Company used the proceeds received from the asset sales to pay down the principal balance of its Senior Secured Term Loan. The Company recognized a gain of $ 0.1 million and a loss of $ 3.0 million from disposal of assets during the three and six months ended June 30, 2022 , respectively, and a gain of $ 0.5 million and a loss of $ 1.9 million during the three and six months ended June 30, 2021 , respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | NOTE 6 - LEASES As described in “Note 3 - Accounting Standards” the Company adopted ASC 842, Leases , on January 1, 2022. Prior periods presented have not been adjusted and continue to be reported in accordance with the legacy guidance in ASC 840, Leases . The Company’s capital lease assets and related accumulated amortization were recorded as property and equipment and the capital lease liabilities were recorded as current and long-term capital lease obligations on the condensed consolidated balance sheet as of December 31, 2021. See “Note 5 - Property and Equipment, Net” and “Note 11 - Debt” regarding disclosure of capital leases. The Company has operating and financing leases for office facilities, light duty vehicles, tractors and pressure pumping equipment, including power generation equipment. The Company does not have any material lessor arrangements. The weighted average remaining lease term and discount rates used in the measurement of the Company’s right-of-use assets and lease liabilities are as follows: June 30, 2022 Weighted average remaining lease term: Operating leases 1.9 years Finance leases 3.0 years Weighted average discount rate: Operating leases 9.6 % Finance leases 7.4 % The components of lease expense consisted of the following: Three Months Ended Six Months Ended June 30, 2022 June 30, 2022 Operating lease expense $ 1,725 $ 2,041 Short-term lease expense 9,981 19,249 Finance lease expense: Amortization of right-of-use assets 312 620 Interest on lease liabilities 63 141 Total $ 12,081 $ 22,051 In accordance with prior guidance rent expense was $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2021 , respectively, of which $ 0.2 million and $ 0.5 million , respectively, was recorded as cost of services and $ 0.1 million and $ 0.1 million , respectively, was recorded as selling, general and administrative expenses in the condensed consolidated statements of operations. Supplemental cash flow information related to leases is as follows: Six Months Ended June 30, 2022 Cash paid for amounts included in the measurement of lease liabilities Payments on operating lease included in operating cash flows $ 1,896 Interest payments on finance leases included in operating cash flows $ 133 Principal payments on finance leases included in financing cash flows $ 560 Right-of-use assets upon adoption of ASC 842 and obtained in exchange for new lease liabilities Operating leases $ 19,935 Finance leases $ 3,893 As of June 30, 2022, the future maturities of lease liabilities are as follows: Fiscal Year Operating Leases Finance Leases Remainder of 2022 $ 5,718 $ 782 2023 10,346 1,080 2024 3,968 1,080 2025 67 621 2026 - 40 Thereafter - 16 Total lease payments 20,099 3,619 Less: imputed interest ( 1,746 ) ( 275 ) Total lease liabilities $ 18,353 $ 3,344 In addition, the Company entered into agreements for additional power generation services and equipment. Such long-term operating leases commenced upon the delivery of the equipment, which occurred during the early part of the third quarter of 2022. As of December 31, 2021, in accordance with prior guidance the minimum future payments on non-cancellable operating leases and capital leases are as follows: 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 lease payments include imputed interest. In October 2021, the Company completed a sale-leaseback transaction for a short-term operating lease. The Company deferred a $ 7.4 million gain from disposal of assets to accrued expenses and other current liabilities to amortize over the minimum term of the lease. As of June 30, 2022 and December 31, 2021, the remaining deferred gain on the sale-leaseback transaction was $ 1.9 million and $ 5.6 million, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | NOTE 7 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: June 30, 2022 December 31, 2021 Accrued payroll and benefits $ 6,428 $ 5,188 Accrued taxes 4,292 5,041 Accrued interest 173 287 Deferred gain on sale-leaseback 1,852 5,557 Other current liabilities 1,556 769 Accrued expenses and other current liabilities $ 14,301 $ 16,842 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022 and 2021 , the aggregate amount of the premiums financed was $ 3.8 million and $ 9.1 million, respectively, payable in equal monthly installments at a weighted average interest rate of 4.0 % and 5.4 %, respectively. These premium finance agreements are due within one year and are recorded as notes payable under current liabilities in the condensed consolidated balance sheets. As of June 30, 2022 and December 31, 2021 , the Company had a remaining balance of $ 2.8 million and $ 2.3 million, respectively, related to notes payable. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 9 – WARRANTS Warrants issued and outstanding consisted of the following: Balance Sheet Classification June 30, 2022 December 31, 2021 Public Warrants Liability 9,994,635 9,994,635 Private Placement Warrants Liability 9,172,782 9,172,782 Series A Warrants Liability 6,666,662 6,222,218 Term C Loan Warrants Equity 14,999,999 - RDO Investor Warrants Equity 14,180,375 - Placement Agent Warrants Equity 992,626 - Public Warrants and Private Placement Warrants The Company issued public and private warrants in connection with its initial public offering in November 2018 (the “Public Warrants” and “Private Placement Warrants”). As of June 30, 2022, the outstanding Public Warrants and Private Placement Warrants were exercisable for an aggregate of 456,368 shares of Class A common stock. Each Public Warrant and Private Placement Warrant entitles its holder to purchase one forty-second of a share of our Class A common stock at an exercise price of $ 5.75 per warrant ($ 241.50 per full share equivalent), to be exercised only for a whole number of shares of Class A common stock. The Public Warrants and Private Placement Warrants expire on November 9, 2023 or earlier upon redemption or liquidation. The Public Warrants and Private Placement Warrants are recognized as warrant liabilities in the condensed consolidated balance sheet. Series A Warrants 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 (the “Series A Warrants”). The Company issued additional warrants to the purchasers in quarterly installments beginning nine months after May 24, 2019 and ending on March 31, 2022. During the six months ended June 30, 2022 and 2021 , the Company issued 444,444 and 888,888 additional Series A Warrants to the purchasers of Series A preferred stock, respectively, in accordance with the Series A preferred stock purchase agreement. As of June 30, 2022, the outstanding Series A Warrants were exercisable for 317,461 shares of Class A common stock. The Series A Warrants entitle their holders to purchase one twenty-first of a share of Class A common stock at an exercise price of $ 7.66 per warrant ($ 160.86 per full share equivalent), to be exercised only for a whol e number of shares of Class A common stock. The Series A Warrants expire on November 25, 2025 . The Series A Warrants are recognized as warrant liabilities in the condensed consolidated balance sheet. Term C Loan Warrants On February 28, 2022, in connection with the entry into the Term C Loan, the Company issued 13,953,488 warrants to certain of the Term C Loan Lenders (the “February 2022 Warrants”) exercisable to purchase 2,325,582 shares of Class A common stock at an exercise price of $ 6.60 per share, subject to adjustment, and expiring on February 28, 2028. On March 1, 2022, in connection with the entry into the Term C Loan, 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 174,419 shares of Class A common stock at an exercise price of $ 7.74 , sub ject 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. The Term C Loan Warrants are recognized as equity in the condensed consolidated balance sheet. See “Note 11 - Debt” for additional disclosure on the accounting for the Term C Loan and Term C Loan Warrants. RDO Investor Warrants and Placement Agent Warrants On March 11, 2022, the Company completed a registered direct offering fo r 2,363,396 s hares of Class A common stock and 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 2,363,396 shares of Class A common stock at an exercise price of $ 10.578 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. The Company also issued 992,626 warrants to the placement agent as partial compensation for its services in connection with the registered direct offering (the “Placement Agent Warrants”) on March 11, 2022. The Placement Agent Warrants are exercisable to purchase 165,438 shares of Class A common stock at an exercise price of $ 13.2228 per s hare. 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. The RDO Investor Warrants and Placement Agent Warrants are recognized as equity in the condensed consolidated balance sheet. See “Note 14 - Stockholders’ Equity” for additional disclosure on the accounting for the RDO Investor Warrants and Placement Agent Warrants. Fair Value Measurement The Company’s Public Warrants, Private Placement Warrants and Series A Warrants are accounted for as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s condensed consolidated statements of operations each reporting period. The following tables present the Company's fair value hierarchy for liabilities measured at fair value on a recurring basis: Quoted Prices in Active Markets Other Observable Inputs Unobservable Inputs Total As of June 30, 2022 Public Warrants $ 546 $ - $ - $ 546 Private Placement Warrants - 578 - 578 Series A Warrants - 1,609 - 1,609 $ 546 $ 2,187 $ - $ 2,733 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 Public Warrants . The fair value of the Public Warrants are classified as Level 1 in the fair value hierarchy and is valued using quoted market prices, as they are traded in active markets. Private Placement Warrants. The fair value of the Private Placement Warrants are classified as Level 2 in the fair value hierarchy and is determined using a Monte Carlo simulation model. Series A Warrants . The fair value of the Series A Warrants are classified as Level 2 in the fair value hierarchy and is determined using the Black-Scholes option pricing model. The following assumptions were used to calculate the fair value for the Private Placement Warrants and Series A Warrants: Private Placement Warrants Series A Warrants As of June 30, 2022 Expected remaining life 1.4 years 3.4 years Volatility rate 255.8 % 255.8 % Risk-free interest rate 2.8 % 3.0 % Expected dividend rate 0 % 0 % 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 % |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jun. 30, 2022 | |
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”) to issue 16.0 % Convertible Senior Secured (Third Lien) PIK Notes (the “Convertible Senior Notes”), in a private placement to institutional investors (the “Private Placement”). Two of the institutional investors were Crestview III USWS TE, LLC and Crestview III USWS, L.P. (collectively, “Crestview Partners”), which are related parties. One of the institutional investors was THRC, an affiliate of the Wilks Parties. During the year ended December 31, 2021, pursuant to the Note Purchase Agreement, the Company issued $ 136.5 million in aggregate principal amount of Convertible Senior Notes, 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 Agreement. 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 carrying value of the Convertible Senior Notes is as follows: June 30, 2022 December 31, 2021 Principal $ 114,000 $ 114,000 PIK interest 19,835 9,686 Unamortized debt premium 1,764 1,841 Unamortized debt discount and issuance costs ( 19,416 ) ( 19,758 ) Net convertible senior notes $ 116,183 $ 105,769 As of June 30, 2022, the Convertible Senior Notes are convertible int o 5,059,728 shares of the Company’s Class A common stock at the option of the holders. Equity Linked Notes. In June 2021 and July 2021, in connection with the Private Placement, the Company issued and sold $ 75.0 million in principal amount of Convertible Senior Notes that are convertible at any time at the holder’s option, into shares of the Company’s Class A common stock for cash (the “Cash Notes”). The conversion prices of the Cash Notes range from $ 20.58 to $ 26.25 , subject to adjustment. In June 2021, in connection with the Private Placement, the Company issued and sold $ 39.0 million in principal amount of Convertible Senior Notes that are convertible at any time at the holder’s option, into shares of the Company’s Class A common stock in exchange for 30,390 shares of the Company’s Series A preferred stock (the “Exchange Notes”). The Exchange Notes are convertible at a conversion price of $ 42.00 subject to adjustment. 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 for 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 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. License Linked Note. On June 24, 2021, in connection with the Private Placement, the Company issued and sold a Convertible Senior Note in the principal amount of $ 22.5 million that was convertible into a patent license agreement (the “License Linked Note”). On June 29, 2021, the holder exercised its right to convert the License Linked Note in full. The Company recognized the $ 22.5 million as other income from patent license sales in its condensed consolidated statement of operations. The debt issuance costs associated with the License Linked Note were fully amortized. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 11 – DEBT Long-term debt consisted of the following: June 30, 2022 December 31, 2021 Senior Secured Term Loan $ 102,785 $ 120,745 Term C Loan 22,525 - ABL Credit Facility 7,019 14,170 USDA Loan 25,000 25,000 Equipment financing 6,765 8,540 Capital leases - 3,204 Total debt principal balance 164,094 171,659 Senior Secured Term Loan future interest payable 24,899 24,384 Unamortized debt discount and issuance costs ( 15,055 ) ( 11,792 ) Current maturities ( 12,187 ) ( 9,504 ) Net long-term debt $ 161,751 $ 174,747 Senior Secured Term Loan On May 7, 2019, the Company, U.S. Well Services, LLC (“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 $ 250.0 million in Term A and Term B Loans (collectively the “Senior Secured Term Loan”), which matures on December 5, 2025 . On February 28, 2022, the Company, USWS LLC and all the other subsidiaries of the Company entered into 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, to make certain modifications to the Senior Secured Term Loan Agreement, including, but not limited to, the interest rates, principal payments, certain covenants relating to collateral, approved growth capital expenditures, mandatory prepayments and an additional tranche of last-out term loans (described below). The Senior Secured Term Loan interest rate was 0.0 % for the period beginning April 1, 2020 through March 31, 2022. As of April 1, 2022, the outstanding principal balance of the Senior Secured Term Loan was reduced to less than $ 103.0 million, resulting in an interest rate for the period beginning April 1, 2022 through December 31, 2022 of (i) 1.0 % per annum in cash and (ii) 4.125 % per annum paid-in-kind by increasing the outstanding principal amount of the Senior Secured Term Loan on each interest payment date. The Senior Secured Term Loan will resume incurring interest on January 1, 2023 at the applicable benchmark rate, subject to a 2.0 % floor, plus the applicable margin of 8.25 % per annum. The Senior Secured Term Loan requires quarterly principal payments of $ 1.25 million until March 31, 2023 and $ 5.0 million from June 30, 2023 through September 30, 2025, with final payment due at maturity. Since April 2020, the Company has accounted for the Senior Secured Term Loan as a troubled debt restructuring under ASC 470-60, Troubled Debt Restructurings by Debtors . The subsequent amendments, including the sixth term loan amendment, did not result in a significant modification or extinguishment resulting in no change in accounting for the Senior Secured Term Loan. During the six months ended June 30, 2022 , the Company made principal payments of $ 19.0 million, which included prepayments of $ 16.5 million driven primarily by asset sales. The early repayment of debt resulted in a write-off of $ 1.6 million of unamortized debt discount and issuance costs and prepayment fees of $ 0.1 million, all of which were presented as loss on extinguishment of debt in the condensed consolidated statements of operations. As of June 30, 2022 , the outstanding principal balance of the Senior Secured Term Loan was $ 102.8 million, of which $ 8.8 million was due within one year from the balance sheet date. Term C Loan The sixth term loan amendment to the Senior Secured Term Loan Agreement also provided for an additional tranche of last-out term loans (the “Term C Loan”) of up to $ 35.0 million principal amount, with a maturity date of December 5, 2025 . As of June 30, 2022, the Company borrowed $ 21.5 million in Term C Loans. The Term C Loan was funded by a syndicate of institutions and individuals (collectively, the “Term C Loan Lenders”), including related parties, Crestview Partners and its affiliates and David Matlin. Additionally, THRC, an affiliate of the Wilks Parties, is a Term C Loan Lender. The Term C Loan was extended on a last-out basis in the payment waterfall relative to the existing 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 bears interest at a benchmark rate, 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 is 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. In connection with the entry into the Term C Loan, the Company issued an aggregate total of 14,999,999 Term C Loan Warrants to the Term C Loan Lenders, including related parties, Crestview Partners and David Matlin. Using the accounting guidance in ASC 470, Debt and ASC 815, Derivatives and Hedging , the Term C Loan Warran ts were recognized as equity in the condensed consolidated balance sheet. Accordingly, the proceeds received were allocated as $ 14.7 million and $ 6.8 million to the Term C Loan and Term C Loan Warrants, respectively, based on the relative fair value at issuance. The fair value of the Term C Loan at issuance was $ 22.6 million, calculated using a discounted cash flow model. The difference between the Term C Loan principal balance at issuance and the value allocated to it was $ 6.8 million, which was accounted for as a debt discount. Additionally, the Company incurred $ 0.7 million of transaction costs related to the Term C Loan, which were recorded as debt issuance costs. The debt discount and issuance costs are presented as a direct deduction from the carrying amount of the Term C Loan and are being amortized under the effective interest method over the term of the Term C Loan. The fair value of the Term C Loan Warrants at issuance was $ 10.5 million, calculated using the Black-Scholes option pricing model. The following assumptions were used to calculate the fair value for the Term C Loan Warrants, at issuance: February 2022 Warrants March 2022 Warrants Exercise price $ 6.60 $ 7.74 Contractual term 6.0 years 6.0 years Volatility rate 55.0 % 55.0 % Risk-free interest rate 1.8 % 1.6 % Expected dividend rate 0 % 0 % See “Note 9 - Warrants” for additional disclosure regarding the Term C Loan Warrants. As of June 30, 2022 , the outstanding principal balance of the Term C Loan was $ 22.5 million, including $ 1.0 million of PIK interest, classified as long-term debt on the condensed consolidated balance sheet. ABL Credit Facility On May 7, 2019, the Company, USWS LLC, and all the other subsidiaries of the Company entered into an 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 June 30, 2022 , the aggregate revolving commitment under the ABL Credit Facility is $ 50.0 million and the facility matures on April 1, 2025 . The ABL Credit Facility is subject to a borrowing base which is calculated based on a formula referencing the Company’s eligible accounts receivables. On June 30, 2022 , the borrowing base was $ 24.9 million and the outstanding revolver loan balance was $ 7.0 million, classified as long-term debt on the condensed consolidated balance sheet. Payments of Debt Obligations due by Period As of June 30, 2022, the schedule of the repayment requirements of long-term debt is as follows: Principal Amount Fiscal Year of Long-term Debt Remainder of 2022 $ 4,194 2023 20,031 2024 24,533 2025 96,758 2026 3,367 Thereafter 15,211 Total $ 164,094 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
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. Purchase Commitments During 2021, the Company entered into an Equipment Purchase and Sale Agreement to purchase equipment. The purchase commitments under this agreement are reflected in the table below. 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. Additionally, during the first quarter of 2022, the Company placed orders for other equipment which will be delivered throughout 2022, related to the buildout of its new Nyx Clean Fleets ® . Under the terms of the purchase orders, the Company is subject to a penalty fee for any equipment cancelled prior to delivery. As of June 30, 2022 , total cost of equipment not yet received by the Company under the purchase orders was $ 11.8 million. While the Company intends to take receipt of the remaining deliveries its minimum contractual commitment included in the table below was $ 1.8 million, which represents the penalty fee in the event the Company cancels the equipment deliveries after June 30, 2022. As of June 30, 2022, future minimum purchase commitments for equipment are as follows: Fiscal Year Remainder of 2022 $ 16,266 2023 16,400 Total $ 32,666 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. Estimated claims incurred, but not reported as of June 30, 2022 and December 31, 2021 was $ 0.2 million and $ 0.3 million, respectively, and was reported as accrued expenses in the condensed consolidated balance sheets. The Company believes that the liabilities recorded are appropriate based on the known facts and circumstances and does not expect further losses materially in excess of the amounts already accrued for existing claims. |
Mezzanine Equity
Mezzanine Equity | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022: Shares Amount Balance at December 31, 2021 19,610 $ 23,866 Accrued Series A preferred stock dividends - 2,226 Balance at June 30, 2022 19,610 $ 26,092 In June 2021, the Company 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 $ 33.7 million in the carrying value of the Series A preferred stock during the three months ended June 30, 2021. Concurrent with the issuance of the Exchange Notes, the Company also received from such holders of the Series A preferred stock total cash proceeds of $ 39.0 million in consideration for 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 $ 63.8 million. The difference of $ 8.9 million between the fair value of the Convertible Senior Notes issued and the carrying amount of $ 72.7 million of consideration received was recorded in additional paid in capital as a return from the Series A preferred holders for the three months ended June 30, 2021. As of June 30, 2022, the Series A preferred stock outstanding were convertible into 210,605 shares of Class A common stock, and dividends accrued and outstanding with respect to the Series A preferred stock were $ 9.9 million and reflected in the carrying value of Series A preferred stock. Series B Redeemable Convertible Preferred Stock On April 1, 2020, the Company issued Series B Redeemable Convertible Preferred Stock, par value of $ 0.0001 per share (“Series B preferred stock”) to certain institutional investors. During the three and six months ended June 30, 2021, 250 shares and 1,012 shares of Series B preferred stock and related accrued dividends, respectively, were converted into 44,167 shares and 174,919 shares of Class A common stock, respectively, pursuant to the certificate of designations authorizing and establishing the rights, p references, and privileges of the Series B preferred stock. Accordingly, the Company recorded a reduction of $ 0.3 million and $ 1.1 million in the carrying value of the Series B preferred stock during the three and six months ended June 30, 2021, respectively. As of June 30, 2022 and December 31, 2021, there were no shares of Series B preferred stock outstanding. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
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. See “ Note 13 – Mezzanine Equity” for disclosure regarding preferred stock issued and outstanding. Class A Common Stock The Company is authorized to issue 400,000,000 sh ares of Class A common stock with a par value of $ 0.0001 per share. As of June 30, 2022 and December 31, 2021 , there were 12,827,306 and 8,858,161 shares of Class A common stock issued and outstanding, respectively. As of June 30, 2022 , 47,620 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 $ 252.00 for any 20 trading days within any 30 -trading day period, and 29,033 outstanding shares of Class A common stock were subject to the same cancellation provision, but at a closing price per share of $ 283.50 . ATM Agreements. On June 26, 2020, the Company entered into an Equity Distribution Agreement (the “2020 ATM Agreement”) with Piper Sandler & Co. relating to the Company’s shares of Class A common stock. In accordance with the terms of the 2020 ATM Agreement, the Company offered and sold shares of its Class A common stock over a period of time pursuant to an “at-the-market” offering program. The 2020 ATM Agreement expired on April 26, 2022. On April 26, 2022, the Company entered into a new Equity Distribution Agreement (the “2022 ATM Agreement”) with Piper Sandler & Co. relating to the Company’s shares of Class A common stock to replace the 2020 ATM Agreement. In accordance with the terms of the 2022 ATM Agreement, the Company may offer and sell shares of our Class A common stock over a period of time pursuant to an “at-the-market” offering program. Under the 2022 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 2022 ATM Agreement in an amount of up to $ 50.0 million. No shares may be sold under the 2022 ATM Agreement until the registration statement filed on April 26, 2022 has been declared effective by the SEC. The following table presents information with respect to shares of Class A common stock sold under the 2020 ATM Agreement during the periods indicated: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Shares of Class A common stock sold - 113,412 1,627,991 714,586 Total net proceeds $ - $ 2,893 $ 21,282 $ 13,562 Commission paid $ - $ 89 $ 658 $ 419 Registered Direct Offering. On March 11, 2022, the Company completed a registered direct offering o f 2,363,396 sh ares of Class A common stock and issuance of 14,180,375 RDO Investor Warrants for gross proceeds of $ 25.0 million, before deducting placement agent fees and other offering expenses. The Company issued 992,626 Placement Agent Warrants as partial compensation for the placement agent’s services in connection with the registered direct offering on March 11, 2022. The Company used the net proceeds for working capital purposes, including the funding of certain capital expenditures. The proceeds received were allocated as $ 17.1 million and $ 7.9 million to the Class A common stock and RDO Investor Warrants, respectively, based on the relative fair value at issuance. The fair value of the Class A common stock issued in the registered direct offering was $ 16.3 million, calculated based on the closing price of the Class A common stock on the date of issuance. The fair value of the RDO Investor Warrants and Placement Agent Warrants at issuance was $ 7.5 million and $ 0.5 million respectively, calculated using the Black-Scholes option pricing model. The following assumptions w ere used to calculate the fair value for the RDO Investor Warrants and Placement Agent Warrants at issuance: RDO Investor Warrants Placement Agent Exercise price $ 10.578 $ 13.2228 Contractual term 3.5 years 3.5 years Volatility rate 80.0 % 80.0 % Risk-free interest rate 1.9 % 1.9 % Expected dividend rate 0 % 0 % 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 six months ended June 30, 2021 , 2,302,936 shares of Class B common stock were converted into 109,664 s hares of Class A common stock, which has been adjusted to reflect the reverse stock split. As of June 30, 2022 and December 31, 2021, there were no shares of Class B common stock issued and outstanding. Warrants As of June 30, 2022, the Company has issued and outstanding Term C Loan Warrants, RDO Investor Warrants and Placement Agent Warrants, which are recognized as equity. See “Note 9 - Warrants” for disclosure regarding the Term C Loan Warrants, RDO Investor Warrants and Placement Agent Warrants. Noncontrolling Interest During the first quarter of 2021, the remaining noncontrolling interest holders of USWS Holdings exchanged all of their respective shares for the Company’s Class A common stock. Accordingly, USWS Holdings became the Company’s wholly owned subsidiary as of March 31, 2021. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2022 | |
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 th e 76,653 shares of Class A common stock that are subject to cancellation on November 9, 2024 if certain market conditions have n ot been met. The Company has included in the calculation accrued dividends on Series A and Series B preferred stock and related deemed and imputed dividends. The following table sets forth the calculation of basic and diluted earnings (loss) per share for the periods indicated based on the weighted average number of shares of Class A common stock outstanding: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Basic net income (loss) per share Numerator: Net loss attributable to U.S. Well Services, Inc. $ ( 9,335 ) $ ( 17,716 ) $ ( 35,080 ) $ ( 38,282 ) Net loss attributable to cancellable Class A common stock 56 316 235 721 Basic net loss attributable to U.S. Well Services, Inc. shareholders ( 9,279 ) ( 17,400 ) ( 34,845 ) ( 37,561 ) Dividends accrued on Series A preferred stock ( 1,135 ) ( 1,998 ) ( 2,226 ) ( 3,811 ) Dividends accrued on Series B preferred stock - ( 811 ) - ( 1,522 ) Deemed and imputed dividends on Series A preferred stock - ( 286 ) - ( 750 ) Deemed and imputed dividends on Series B preferred stock - ( 1,501 ) - ( 5,669 ) Exchange of Series A preferred stock for Convertible Senior Notes - 8,936 - 8,936 Basic net loss attributable to U.S. Well Services, Inc. Class A common shareholders $ ( 10,414 ) $ ( 13,060 ) $ ( 37,071 ) $ ( 40,377 ) Denominator: Weighted average shares outstanding 12,796,193 4,295,379 11,423,931 4,067,616 Cancellable Class A common stock ( 76,653 ) ( 76,653 ) ( 76,653 ) ( 76,653 ) Basic and diluted weighted average shares outstanding 12,719,540 4,218,726 11,347,278 3,990,963 Basic and diluted net loss per share attributable to Class A common shareholders $ ( 0.82 ) $ ( 3.10 ) $ ( 3.27 ) $ ( 10.12 ) A summary of securities excluded from the computation of diluted earnings per share is presented below for the applicable periods: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Dilutive earnings per share: Anti-dilutive restricted stock 31,113 51,393 31,113 51,393 Anti-dilutive restricted stock units 190,419 - 190,419 - Anti-dilutive stock options - 41,776 - 41,776 Anti-dilutive deferred stock units 389,012 424,375 389,012 424,375 Anti-dilutive shares from Pool B Awards 598,613 482,130 598,613 482,130 Anti-dilutive warrants 5,802,664 729,384 5,802,664 729,384 Anti-dilutive Series A preferred stock convertible into Class A common stock 210,605 180,109 210,605 180,109 Anti-dilutive Series B preferred stock convertible into Class A common stock - 3,786,314 - 3,786,314 Anti-dilutive Convertible Senior Notes convertible into Class A common stock 5,059,728 3,848,685 5,059,728 3,848,685 Potentially dilutive securities excluded as anti-dilutive 12,282,154 9,544,166 12,282,154 9,544,166 |
Share-based Compensation
Share-based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | NOTE 16 – SHARE-BASED COMPENSATION Share-based compensation expense consisted of the following: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Restricted stock (1) $ ( 2,336 ) $ 876 $ ( 1,600 ) $ 1,701 Restricted stock units 211 - 211 - Stock options ( 40 ) 216 173 430 Deferred stock units 401 246 731 492 Pool A Awards 858 395 1,217 481 Pool B Awards 491 277 881 557 Total $ ( 415 ) (2) $ 2,010 (3) $ 1,613 (4) $ 3,661 (5) (1) During the three months ended June 30, 2022, 17,131 shares of unvested restricted stock were forfeited, resulting in the reversal of $ 3.1 million share-based compensation expense. (2) For the three months ended June 30, 2022, $ 552 was presented as cost of services and $ ( 967 ) was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. (3) For the three months ended June 30, 2021, $ 276 was presented as cost of services and $ 1,734 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. (4) For the six months ended June 30, 2022, $ 849 was presented as cost of services and $ 764 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. (5) For the six months ended June 30, 2021, $ 474 was presented as cost of services and $ 3,187 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. Restricted Stock Pursuant to the Amended and Restated U.S. Well Services, Inc. 2018 Stock Incentive Plan (as amended, the “LTIP”), the Company grants shares of restricted Class A common stock (“ restricted stock”) to certain employees and directors. Restricted stock is subject to restrictions on transfer and is generally subject to a risk of forfeiture if the award recipient is no longer an employee or director of the Company prior to the lapse of the restriction. Restricted stock granted to employees generally vests over four years in equal installments each year on the anniversary of the grant date and grants to directors generally vest in full after one year . The grant date fair value of the restricted stock is determined using the closing price of the Company's Class A common stock on the grant date. The following table summarizes the restricted stock activity for the six months ended June 30, 2022: Shares Weighted- Outstanding at December 31, 2021 64,842 $ 147.34 Granted - - Vested ( 15,870 ) 187.11 Forfeited ( 17,859 ) 183.30 Outstanding at June 30, 2022 31,113 $ 106.42 As of June 30, 2022 , the total unrecognized compensation cost related to restricted stock was $ 2.1 million which is expected to be recognized over a weighted-average period of 0.72 years. Restricted Stock Units On April 30, 2022, the Company granted 190,419 restricted stock units (the “RSUs”) to Joel Broussard, Chairman of the Board. The RSUs vest one-half six months from the grant date and the remaining one-half 18 months from the grant date, subject to Mr. Broussard’s continuous service through such vesting date. Each RSU represents the right to receive one share of the Company’s Class A common stock pending the Company receiving stockholder approval of certain amendments to the LTIP as may be required in order to permit the transactions contemplated by the RSU award. In the event that the Company does not receive stockholder approval, the RSUs will be settled in cash. The grant date fair value of the RSUs is determined using the closing price of the Company’s Class A common stock on the grant date and are classified as equity. As of June 30, 2022, the total unrecognized compensation cost related to the RSUs was $ 0.7 million which is expected to be recognized over a weighted-average period of 1.33 years. Stock Options The following table summarizes the stock option activity for the six months ended June 30, 2022: Shares Weighted- Weighted-Average Outstanding at December 31, 2021 41,776 $ 187.11 4.21 Exercised - - - Forfeited ( 41,776 ) 187.11 3.71 Outstanding at June 30, 2022 - $ - - In May 2022, all outstanding stock options were forfeited for no consideration. 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 but settlement does not occur until the fifth anniversary of the grant date. 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 six months ended June 30, 2022: Units Weighted- Outstanding at December 31, 2021 342,090 $ 8.96 Granted 210,154 4.93 Vested ( 159,807 ) 8.38 Forfeited ( 3,425 ) 6.93 Outstanding at June 30, 2022 389,012 $ 7.04 As of June 30, 2022 , the total unrecognized compensation cost related to DSUs was $ 2.0 million which is expected to be recognized over a weighted average period of 1.89 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 third quarter of 2021, the Company granted Pool A Awards that fully vested on January 1, 2022. On April 30, 2022, the Company awarded Pool A Awards to its Chief Executive Officer and its Chief Financial Officer with a grant date fair value of $ 1.3 million that vest in full one year from the grant date. In May 2022, the Company granted Pool A Awards with a grant date fair value of $ 1.7 million that will vest in full on January 1, 2023. As of June 30, 2022 , the fair value of the Pool A Awards liabilities were remeasured to $ 7.9 million and is presented as other long-term liabilities in the condensed consolidated balance sheet. 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 June 30, 2022 , the total unrecognized compensation cost related to the Pool A Awards was $ 9.3 million, which is expected to be recognized over a weighted average period of 4.50 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 but settlement does not occur until the fifth anniversary of the grant date. 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 six months ended June 30, 2022: Fair Value Outstanding at December 31, 2021 $ 3,672 Granted 606 Vested ( 1,586 ) Forfeited ( 27 ) Outstanding at June 30, 2022 $ 2,665 As of June 30, 2022 , the total unrecognized compensation cost related to Pool B Awards was $ 1.8 million, which is expected to be recognized over a weighted average period of 1.49 years. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 17 – 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 the election of two directors to serve on the Company’s Board of Directors. David Matlin is a member of the Company’s Board of Directors. Convertible Senior Notes On June 24, 2021, Crestview Partners purchased $ 40.0 million of Convertible Senior Notes that are convertible into shares of the Company’s Class A common stock for consideration of $ 20.0 million in cash and in exchange for 15,588 shares of the Company’s Series A preferred stock. As of June 30, 2022 and December 31, 2021, the C onvertible Senior Notes held by Crestview Partners have a carrying value of $ 39.6 million and $ 35.9 million, respectively, which is included in convertible senior notes on the condensed consolidated balance sheets. See “ Note 10 - Convertible Senior Notes” for additional disclosure regarding the Cash Notes and Exchange Notes. Term C Loan and Term C Loan Warrants On February 28, 2022, Crestview Partners contributed $ 10.0 million in Term C Loans to the Company. As of June 30, 2022 , the carrying value of the Term C Loan owed to Crestview Partners was $ 7.5 million, which is included in long-term debt on the condensed consolidated balance sheet. In connection with the entry into the Term C Loan, Crestview received 6,976,744 February 2022 Warrants. On March 1, 2022, David Matlin contributed $ 1.0 million in Term C Loans to the Company. As of June 30, 2022 , the carrying value of the Term C Loan owed to David Matlin was $ 0.8 million, which is included in long-term debt on the condensed consolidated balance sheet. In connection with the entry into the Term C Loan, David Matlin received 697,674 March 2022 Warrants. See “Note 9 - Warrants” and “Note 11 - Debt” for additional disclosure regarding the Term C Loan and Term C Loan Warrants. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 18 - SUBSEQUENT EVENTS Equipment Financing On July 18, 2022, the Company and USWS LLC entered into a $ 12.5 million promissory note (the “Equify Note”) with Equify Financial, LLC, as lender, which matures on August 1, 2027. The Company intends to use the proceeds to fund capital expenditures related to its newbuild Nyx Clean Fleets ® . The Equify Note is payable in equal monthly installments of principal in the amount of $ 0.2 million, together with all accrued and unpaid interest on the outstanding principal balance of the Equify Note, commencing on September 1, 2022 and continuing thereafter until the maturity date, and bears interest at a rate per annum equal to the lesser of (i) the sum of (A) “prime rate” as published in the Wall Street Journal from time to time plus (B) 9.25 %, and (ii) the maximum amount of interest allowed by applicable law. The Equify Note is secured by specific equipment collateral. The Wilks Parties hold a controlling interest in Equify Financial, LLC. Reverse Stock Split On August 4, 2022, the Company effected a 1-for- 6 reverse split of its Class A common stock . All owners of record as of August 4, 2022 received one issued and outstanding share of the Company’s Class A common stock in exchange for six outstanding shares of the Company’s Class A common stock. See “Note 2 - Significant Accounting Policies” for additional disclosure regarding the reverse stock split. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the annual financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”), filed with the SEC on March 30, 2022. The accompanying unaudited condensed consolidated financial statements and accompanying notes present the consolidated financial position, results of operations, cash flows, and stockholders’ deficit of the Company as of June 30, 2022 and December 31, 2021, and for the three and six months ended June 30, 2022 and 2021. The interim data includes all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results of operations expected for the entire fiscal year ended December 31, 2022. 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 Splits 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. On August 4, 2022, the Company effected a 1-for-6 reverse split of its Class A common stock . All owners of record as of August 4, 2022 received one issued and outstanding share of the Company’s Class A common stock in exchange for six outstanding shares of the Company’s Class A common stock. No fractional shares of Class A common stock were issued as a result of these reverse stock splits. Any fractional shares in connection with these reverse stock splits were rounded up to the nearest whole share and no stockholders received cash in lieu of fractional shares. The reverse stock splits had no impact on the number of shares of Class A common stock that the Company is authorized to issue pursuant to its certificate of incorporation or on the par value per share of the Class A common stock. Proportional adjustments were made to the number of shares of Class A common stock issuable upon exercise or conversion of the Company's equity awards, convertible preferred stock and warrants, as well as the applicable exercise price. All share and per share information included in this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the impact of these reverse stock splits. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiaries. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All significant intercompany balances and transactions are eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We regularly evaluate estimates and judgments based on historical experience and other relevant facts and circumstances. Significant estimates included in these financial statements primarily relate to allowance for doubtful accounts, allowance for inventory obsolescence, estimated useful lives and valuation of long-lived assets, impairment assessments of goodwill and other long-lived assets, valuation of right-of-use assets and lease liabilities, estimates of fair value of warrant liabilities, term loan, and convertible senior notes, and the valuation of share-based compensation and certain equity instruments. Actual results could differ from those estimates. |
Restricted Cash | Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements, or are reserved for a specific purpose, and not readily available for immediate or general use are recorded in restricted cash on our condensed consolidated balance sheets. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at their outstanding balances adjusted for an allowance for doubtful accounts. Revenue earned and recognized in advance of invoice issuance creates assets referred to as “unbilled receivables”. Unbilled receivables are presented on a combined basis with accounts receivable. 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. |
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. |
Leases | Leases At inception, the Company determines whether an arrangement is a lease and the appropriate lease classification as operating or finance. When a lease is identified, a right-of-use asset and the corresponding lease liability are recorded on the lease commencement date based on the present value of the remaining lease payments over the lease term on the condensed consolidated balance sheet. In the event a lease does not provide an implicit rate, the Company uses its incremental borrowing rate based on information available at the commencement date in determining the present value of the remaining lease payments. Leases may include options to extend or terminate the lease. The Company generally does not include renewal or termination options in its assessment of the leases unless extension or termination for certain assets is deemed to be reasonably certain. The Company has elected the practical expedient to not recognize lease assets and liabilities for leases with a term of 12 months or less. Operating lease expenses are recognized on a straight-line basis over the lease term. The Company also has some lease agreements with lease and non-lease components, which are accounted for as a single lease component. Right-of-use assets are assessed periodically for impairment if events or circumstances occur that indicate the carrying amount of the asset may not be recoverable. The Company monitors events and modifications of existing lease agreements that would require reassessment of the lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right-of-use asset. |
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’s issued and outstanding Public Warrants, Private Placement Warrants and Series A Warrants are recognized as liabilities. Accordingly, we recognize these warrant instruments as liabilities at fair value upon issuance and adjust the instruments to fair value at the end of each reporting period. Any change in fair value is recognized in our condensed consolidated statements of operations. The Public Warrants are valued using their quoted market price since they are publicly traded and thus had an observable market price. The Private Placement Warrants are valued using a Monte Carlo simulation model. The Series A Warrants are valued using the Black-Scholes option pricing model. The Company’s issued and outstanding Term C Loan Warrants, RDO Investor Warrants and Placement Agent Warrants are recognized as equity. See “Note 9 – Warrants” for additional disclosure of the Company’s outstanding warrants. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined under ASC 820, Fair Value Measurement , as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels are defined as follows: • Level 1–inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2–inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3–inputs are unobservable for the asset or liability. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue based on the customer’s ability to benefit from the services rendered in an amount that reflects the consideration expected to be received in exchange for those services. The Company’s performance obligations are satisfied over time, typically measured by the number of stages completed or the number of pumping days a fleet is available to pump for a customer in a month. All revenue is recognized when a contract with a customer exists, collectability of amounts subject to invoice is probable, the performance obligations under the contract have been satisfied over time, and the amount to which the Company has the right to invoice has been determined. A portion of the Company’s contracts contain variable consideration; however, this variable consideration is typically unknown at the time of contract inception, and is not known until the job is complete, at which time the variability is resolved. The Company has elected to use the “as invoiced” practical expedient to recognize revenue based upon the amount it has a right to invoice upon the completion of each performance obligation per the terms of the contract. Patent License Sales. The sales of the right to use the Company’s patented Clean Fleet ® technology is a single performance obligation. The Company recognizes the income associated with the patent license sales at the point in time when the Company satisfies its performance obligation by granting the purchaser the right to use the patented Clean Fleet ® technology and transfer of control has occurred. The patent license sales are recognized as other income in our condensed consolidated statement of operations. |
Major Customer and Concentration of Credit Risk | Major Customer and Concentration of Credit Risk The concentration of our customers in the oil and natural gas industry may impact our overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables. |
Income Taxes | Income Taxes The provision or benefit from income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates the estimate of the annual effective tax rate, and if the estimated tax rate changes, the Company records a cumulative adjustment. The Company’s effective tax rate on continuing operations for the three and six months ended June 30, 2022 , was 0.00 %. The Company’s effective tax rate on continuing operations for the three and six months ended June 30, 2021 was ( 0.15 )% and ( 0.07 )%, respectively. The difference between the effective tax rate and the U.S. federal statutory rate is primarily due to a valuation allowance on the Company's federal and state net deferred tax assets and excess tax benefits related to net operating losses. Due to tax losses and offsetting valuation allowance, the Company did not record a provision for U.S. income taxes in any period. The Company is subject to taxation in the U.S. The tax years subsequent to 2017 remain open and subject to examination by federal and state taxing authorities in which the Company is subject to tax. The Company is not under examination in any other jurisdictions. As of June 30, 2022 , the Company has provided a valuation allowance against all federal and state deferred tax assets. Management continues to evaluate the realizability of deferred tax assets and the related valuation allowance. If management's assessment of the deferred tax assets or the corresponding valuation allowance were to change, the Company would record the related adjustment to income during the period in which management makes the determination. After consideration of all the information available, management determined that a valuation allowance was appropriate, as it is more likely than not that the Company will not utilize its net deferred tax assets. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“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. On January 1, 2022, the Company adopted ASC 842, using the modified retrospective with applied transition method and recognized a cumulative impact to retained earnings in that period, which allowed the Company to continue to apply the legacy guidance in Topic 840, Leases , including its disclosure requirements, in the comparative periods presented in the year of adoption. 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. On January 1, 2022, upon adoption of the new leasing standard, the Company recognized operating right-of-use assets of $ 1.6 million and operating lease liabilities of $ 1.6 million . On January 1, 2022, the Company recognized finance lease right-of-use asse ts of $ 3.6 million, reclassified from property and equipment, net and finance lease liabilities of $ 3.8 million, including $ 3.2 million reclassified from current and long-term capital lease obligations. The impact of adoption of the new leasing standard had no material impact to the condensed consolidated statements of operations. 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, using the prospective method of transition. The adoption did not have a material impact on the Company's condensed 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 smaller 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 did not have a material impact on the Company's condensed consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported on the condensed consolidated statements of cash flows: June 30, 2022 2021 Cash and cash equivalents $ 17,268 $ 57,544 Restricted cash 736 519 Cash and cash equivalents and restricted cash $ 18,004 $ 58,063 |
Schedule of Percentage of Revenues and Trade Receivables from Customers | The following table shows the percentage of revenues from our significant customers: Three Months Ended June 30, 2022 2021 Customer A 19.1 % * Customer B * 12.9 % Customer C 14.2 % 10.6 % Customer D 17.1 % * Customer E * 19.6 % Customer F 32.3 % 17.8 % Customer H * 12.1 % Customer I * 11.4 % Customer K 17.1 % * Six Months Ended June 30, 2022 2021 Customer A 17.5 % * Customer B * 12.9 % Customer C 17.1 % 11.6 % Customer D 12.9 % * Customer E * 18.1 % Customer F 35.7 % 19.0 % Customer H * 15.2 % Customer K 16.7 % * An asterisk indicates that revenue is less than ten percent. The following table shows the percentage of trade receivables from our significant customers: June 30, 2022 December 31, 2021 Customer A 22.1 % * Customer C 21.6 % 20.4 % Customer D 13.7 % * Customer F 24.4 % 24.3 % Customer J * 29.7 % Customer K 16.5 % 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) | 6 Months Ended |
Jun. 30, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaids and Other Current Assets | Prepaids and other current assets consisted of the following: June 30, 2022 December 31, 2021 Prepaid insurance $ 4,646 $ 5,207 Recoverable costs from insurance - 11,109 Income tax receivable - 757 Other current assets 1,727 1,675 Total prepaid expenses and other current assets $ 6,373 $ 18,748 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Estimated June 30, 2022 December 31, 2021 Pressure pumping equipment (1) 1.5 to 25 $ 227,521 $ 186,826 Light duty vehicles (2) 5 1,667 5,524 Furniture and fixtures 5 67 67 IT equipment 3 1,033 1,033 Auxiliary equipment 2 14,160 12,218 Leasehold improvements Term of lease 276 276 244,724 205,944 Less: accumulated depreciation and amortization ( 49,781 ) ( 43,280 ) Property and equipment, net $ 194,943 $ 162,664 (1) As of December 31, 2021 , the Company had capitalized $ 0.6 million of pressure pumping equipment, related to capital leases and the accumulated depreciation was $ 0.3 million. (2) As of December 31, 2021 , the Company had capitalized $ 3.9 million of light duty vehicles, related to capital leases and the accumulated depreciation was $ 0.5 million. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Summary of Weighted Average Remaining Lease Term and Discount Rates | The weighted average remaining lease term and discount rates used in the measurement of the Company’s right-of-use assets and lease liabilities are as follows: June 30, 2022 Weighted average remaining lease term: Operating leases 1.9 years Finance leases 3.0 years Weighted average discount rate: Operating leases 9.6 % Finance leases 7.4 % |
Components of Lease Expense | The components of lease expense consisted of the following: Three Months Ended Six Months Ended June 30, 2022 June 30, 2022 Operating lease expense $ 1,725 $ 2,041 Short-term lease expense 9,981 19,249 Finance lease expense: Amortization of right-of-use assets 312 620 Interest on lease liabilities 63 141 Total $ 12,081 $ 22,051 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows: Six Months Ended June 30, 2022 Cash paid for amounts included in the measurement of lease liabilities Payments on operating lease included in operating cash flows $ 1,896 Interest payments on finance leases included in operating cash flows $ 133 Principal payments on finance leases included in financing cash flows $ 560 Right-of-use assets upon adoption of ASC 842 and obtained in exchange for new lease liabilities Operating leases $ 19,935 Finance leases $ 3,893 |
Schedule of Future Maturities of Lease Liability | As of June 30, 2022, the future maturities of lease liabilities are as follows: Fiscal Year Operating Leases Finance Leases Remainder of 2022 $ 5,718 $ 782 2023 10,346 1,080 2024 3,968 1,080 2025 67 621 2026 - 40 Thereafter - 16 Total lease payments 20,099 3,619 Less: imputed interest ( 1,746 ) ( 275 ) Total lease liabilities $ 18,353 $ 3,344 |
Schedule of Minimum Future Payments on Non-Cancellable Operating Leases and Capital Leases | As of December 31, 2021, in accordance with prior guidance the minimum future payments on non-cancellable operating leases and capital leases are as follows: 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 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: June 30, 2022 December 31, 2021 Accrued payroll and benefits $ 6,428 $ 5,188 Accrued taxes 4,292 5,041 Accrued interest 173 287 Deferred gain on sale-leaseback 1,852 5,557 Other current liabilities 1,556 769 Accrued expenses and other current liabilities $ 14,301 $ 16,842 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrants Issued and Outstanding | Warrants issued and outstanding consisted of the following: Balance Sheet Classification June 30, 2022 December 31, 2021 Public Warrants Liability 9,994,635 9,994,635 Private Placement Warrants Liability 9,172,782 9,172,782 Series A Warrants Liability 6,666,662 6,222,218 Term C Loan Warrants Equity 14,999,999 - RDO Investor Warrants Equity 14,180,375 - Placement Agent Warrants Equity 992,626 - |
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 June 30, 2022 Public Warrants $ 546 $ - $ - $ 546 Private Placement Warrants - 578 - 578 Series A Warrants - 1,609 - 1,609 $ 546 $ 2,187 $ - $ 2,733 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 |
Summary of Assumptions Used to Calculate the Fair Value of Warrants | The following assumptions were used to calculate the fair value for the Private Placement Warrants and Series A Warrants: Private Placement Warrants Series A Warrants As of June 30, 2022 Expected remaining life 1.4 years 3.4 years Volatility rate 255.8 % 255.8 % Risk-free interest rate 2.8 % 3.0 % Expected dividend rate 0 % 0 % 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 % |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Value of Convertible Senior Notes | The carrying value of the Convertible Senior Notes is as follows: June 30, 2022 December 31, 2021 Principal $ 114,000 $ 114,000 PIK interest 19,835 9,686 Unamortized debt premium 1,764 1,841 Unamortized debt discount and issuance costs ( 19,416 ) ( 19,758 ) Net convertible senior notes $ 116,183 $ 105,769 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Instrument [Line Items] | |
Summary of Assumptions Used to Calculate the Fair Value of Warrants | The following assumptions were used to calculate the fair value for the Private Placement Warrants and Series A Warrants: Private Placement Warrants Series A Warrants As of June 30, 2022 Expected remaining life 1.4 years 3.4 years Volatility rate 255.8 % 255.8 % Risk-free interest rate 2.8 % 3.0 % Expected dividend rate 0 % 0 % 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 % |
Schedule of Long-term Debt | Long-term debt consisted of the following: June 30, 2022 December 31, 2021 Senior Secured Term Loan $ 102,785 $ 120,745 Term C Loan 22,525 - ABL Credit Facility 7,019 14,170 USDA Loan 25,000 25,000 Equipment financing 6,765 8,540 Capital leases - 3,204 Total debt principal balance 164,094 171,659 Senior Secured Term Loan future interest payable 24,899 24,384 Unamortized debt discount and issuance costs ( 15,055 ) ( 11,792 ) Current maturities ( 12,187 ) ( 9,504 ) Net long-term debt $ 161,751 $ 174,747 |
Schedule of Repayment Requirements of Long-term Debt | As of June 30, 2022, the schedule of the repayment requirements of long-term debt is as follows: Principal Amount Fiscal Year of Long-term Debt Remainder of 2022 $ 4,194 2023 20,031 2024 24,533 2025 96,758 2026 3,367 Thereafter 15,211 Total $ 164,094 |
Term C Loan Warrants [Member] | |
Debt Instrument [Line Items] | |
Summary of Assumptions Used to Calculate the Fair Value of Warrants | The following assumptions were used to calculate the fair value for the Term C Loan Warrants, at issuance: February 2022 Warrants March 2022 Warrants Exercise price $ 6.60 $ 7.74 Contractual term 6.0 years 6.0 years Volatility rate 55.0 % 55.0 % Risk-free interest rate 1.8 % 1.6 % Expected dividend rate 0 % 0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Purchase Commitments for Equipment | As of June 30, 2022, future minimum purchase commitments for equipment are as follows: Fiscal Year Remainder of 2022 $ 16,266 2023 16,400 Total $ 32,666 |
Mezzanine Equity (Tables)
Mezzanine Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Series A and Series B Redeemable Convertible Preferred Stock (Series A and Series B Preferred Stock) Activities | The following table summarizes the Company’s Series A Redeemable Convertible Preferred Stock, par value $ 0.0001 per share (“Series A preferred stock”) activities for the six months ended June 30, 2022: Shares Amount Balance at December 31, 2021 19,610 $ 23,866 Accrued Series A preferred stock dividends - 2,226 Balance at June 30, 2022 19,610 $ 26,092 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Class of Stock [Line Items] | |
Summary of Shares of Class A Common Stock Sold Under the ATM Agreement | The following table presents information with respect to shares of Class A common stock sold under the 2020 ATM Agreement during the periods indicated: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Shares of Class A common stock sold - 113,412 1,627,991 714,586 Total net proceeds $ - $ 2,893 $ 21,282 $ 13,562 Commission paid $ - $ 89 $ 658 $ 419 |
Summary of Assumptions Used to Calculate the Fair Value of Warrants | The following assumptions were used to calculate the fair value for the Private Placement Warrants and Series A Warrants: Private Placement Warrants Series A Warrants As of June 30, 2022 Expected remaining life 1.4 years 3.4 years Volatility rate 255.8 % 255.8 % Risk-free interest rate 2.8 % 3.0 % Expected dividend rate 0 % 0 % 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 % |
RDO Investor Warrants And Placement Agent Warrants [Member] | |
Class of Stock [Line Items] | |
Summary of Assumptions Used to Calculate the Fair Value of Warrants | The following assumptions w ere used to calculate the fair value for the RDO Investor Warrants and Placement Agent Warrants at issuance: RDO Investor Warrants Placement Agent Exercise price $ 10.578 $ 13.2228 Contractual term 3.5 years 3.5 years Volatility rate 80.0 % 80.0 % Risk-free interest rate 1.9 % 1.9 % Expected dividend rate 0 % 0 % |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Earnings (Loss) Per Share | The following table sets forth the calculation of basic and diluted earnings (loss) per share for the periods indicated based on the weighted average number of shares of Class A common stock outstanding: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Basic net income (loss) per share Numerator: Net loss attributable to U.S. Well Services, Inc. $ ( 9,335 ) $ ( 17,716 ) $ ( 35,080 ) $ ( 38,282 ) Net loss attributable to cancellable Class A common stock 56 316 235 721 Basic net loss attributable to U.S. Well Services, Inc. shareholders ( 9,279 ) ( 17,400 ) ( 34,845 ) ( 37,561 ) Dividends accrued on Series A preferred stock ( 1,135 ) ( 1,998 ) ( 2,226 ) ( 3,811 ) Dividends accrued on Series B preferred stock - ( 811 ) - ( 1,522 ) Deemed and imputed dividends on Series A preferred stock - ( 286 ) - ( 750 ) Deemed and imputed dividends on Series B preferred stock - ( 1,501 ) - ( 5,669 ) Exchange of Series A preferred stock for Convertible Senior Notes - 8,936 - 8,936 Basic net loss attributable to U.S. Well Services, Inc. Class A common shareholders $ ( 10,414 ) $ ( 13,060 ) $ ( 37,071 ) $ ( 40,377 ) Denominator: Weighted average shares outstanding 12,796,193 4,295,379 11,423,931 4,067,616 Cancellable Class A common stock ( 76,653 ) ( 76,653 ) ( 76,653 ) ( 76,653 ) Basic and diluted weighted average shares outstanding 12,719,540 4,218,726 11,347,278 3,990,963 Basic and diluted net loss per share attributable to Class A common shareholders $ ( 0.82 ) $ ( 3.10 ) $ ( 3.27 ) $ ( 10.12 ) |
Summary of Securities Excluded from Computation of Diluted Earnings Per Share | A summary of securities excluded from the computation of diluted earnings per share is presented below for the applicable periods: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Dilutive earnings per share: Anti-dilutive restricted stock 31,113 51,393 31,113 51,393 Anti-dilutive restricted stock units 190,419 - 190,419 - Anti-dilutive stock options - 41,776 - 41,776 Anti-dilutive deferred stock units 389,012 424,375 389,012 424,375 Anti-dilutive shares from Pool B Awards 598,613 482,130 598,613 482,130 Anti-dilutive warrants 5,802,664 729,384 5,802,664 729,384 Anti-dilutive Series A preferred stock convertible into Class A common stock 210,605 180,109 210,605 180,109 Anti-dilutive Series B preferred stock convertible into Class A common stock - 3,786,314 - 3,786,314 Anti-dilutive Convertible Senior Notes convertible into Class A common stock 5,059,728 3,848,685 5,059,728 3,848,685 Potentially dilutive securities excluded as anti-dilutive 12,282,154 9,544,166 12,282,154 9,544,166 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Share-based Compensation Expense | Share-based compensation expense consisted of the following: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Restricted stock (1) $ ( 2,336 ) $ 876 $ ( 1,600 ) $ 1,701 Restricted stock units 211 - 211 - Stock options ( 40 ) 216 173 430 Deferred stock units 401 246 731 492 Pool A Awards 858 395 1,217 481 Pool B Awards 491 277 881 557 Total $ ( 415 ) (2) $ 2,010 (3) $ 1,613 (4) $ 3,661 (5) (1) During the three months ended June 30, 2022, 17,131 shares of unvested restricted stock were forfeited, resulting in the reversal of $ 3.1 million share-based compensation expense. (2) For the three months ended June 30, 2022, $ 552 was presented as cost of services and $ ( 967 ) was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. (3) For the three months ended June 30, 2021, $ 276 was presented as cost of services and $ 1,734 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. (4) For the six months ended June 30, 2022, $ 849 was presented as cost of services and $ 764 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. (5) For the six months ended June 30, 2021, $ 474 was presented as cost of services and $ 3,187 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations. |
Schedule of Restricted Stock Transactions | The following table summarizes the restricted stock activity for the six months ended June 30, 2022: Shares Weighted- Outstanding at December 31, 2021 64,842 $ 147.34 Granted - - Vested ( 15,870 ) 187.11 Forfeited ( 17,859 ) 183.30 Outstanding at June 30, 2022 31,113 $ 106.42 |
Schedule of Stock Option Activity | The following table summarizes the stock option activity for the six months ended June 30, 2022: Shares Weighted- Weighted-Average Outstanding at December 31, 2021 41,776 $ 187.11 4.21 Exercised - - - Forfeited ( 41,776 ) 187.11 3.71 Outstanding at June 30, 2022 - $ - - |
Schedule of DSUs Activity | The following table summarizes the DSUs activity for the six months ended June 30, 2022: Units Weighted- Outstanding at December 31, 2021 342,090 $ 8.96 Granted 210,154 4.93 Vested ( 159,807 ) 8.38 Forfeited ( 3,425 ) 6.93 Outstanding at June 30, 2022 389,012 $ 7.04 |
Schedule of Pool B Awards activity | The following table summarizes the Pool B Awards activity for the six months ended June 30, 2022: Fair Value Outstanding at December 31, 2021 $ 3,672 Granted 606 Vested ( 1,586 ) Forfeited ( 27 ) Outstanding at June 30, 2022 $ 2,665 |
Description of Business (Detail
Description of Business (Details Narrative) - $ / shares | Jun. 21, 2022 | Jun. 30, 2022 |
Preferred stock, Par value per share | $ 0.0001 | $ 0.0001 |
Pool A Performance Award Amendment [Member] | ||
Shares issued price per share | 7.32 | |
Pool A Performance Award Not Amended [Member] | ||
Shares issued price per share | 7.32 | |
Pool B Performance Award Amendment [Member] | ||
Shares issued price per share | 6.468 | |
Pool B Performance Award Not Amended [Member] | ||
Shares issued price per share | $ 6.468 | |
Supporting Stockholders [Member] | ||
Noncontrolling Interest, ownership percentage | 44% | |
THRC Holdings, LP [Member] | ||
Noncontrolling Interest, ownership percentage | 0.07% | |
Minority interest ownership shares owned by noncontrolling owners | 9,568 | |
Convertible Senior Notes [Member] | ||
Shares issued price per share | $ 7.32 | |
Class A Common Stock [Member] | ProFrac Merger Agreement [Member] | ||
Business acquisition acquiree common stock convertible per outstanding share | 0.3366 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) | 3 Months Ended | 6 Months Ended | ||||||
Aug. 04, 2022 | Sep. 30, 2021 | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) Segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Accounting Policies [Line Items] | ||||||||
Reverse stock split ratio | 0.2857142857 | |||||||
Restricted cash | $ 736,000 | $ 519,000 | $ 736,000 | $ 519,000 | $ 2,736,000 | |||
Number of reportable segments | Segment | 1 | |||||||
Inventory valuation reserves | 1,700,000 | $ 1,700,000 | 1,300,000 | |||||
Fair value of convertible senior notes | 113,100,000 | 113,100,000 | 73,500,000 | |||||
Reserve for doubtful accounts | $ 0 | $ 0 | 0 | |||||
Accounts receivable wrote off | $ 12,000,000 | |||||||
Effective income tax rate | 0% | 0.15% | 0% | 0.07% | ||||
Subsequent Event [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Reverse stock split ratio | 0.1666666666666667 | |||||||
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 | |||||||
Class A Common Stock [Member] | Subsequent Event [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Reverse stock split, description | 1-for-6 reverse split of its Class A common stock | |||||||
Reverse stock split ratio | 0.1666666666666667 | |||||||
Senior Secured Term Loan [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Long-term debt fair value | $ 91,200,000 | $ 91,200,000 | 106,600,000 | |||||
Term C Loan [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Long-term debt fair value | 37,900,000 | 37,900,000 | ||||||
Workers’ Compensation Obligations [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Restricted cash | $ 700,000 | $ 700,000 | 700,000 | |||||
Approved Capital Expenditures [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Restricted cash | $ 2,000,000 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 17,268 | $ 6,384 | $ 57,544 | |
Restricted cash | 736 | 2,736 | 519 | |
Cash and cash equivalents and restricted cash | $ 18,004 | $ 9,120 | $ 58,063 | $ 5,262 |
Significant Accounting Polici_6
Significant Accounting Policies (Details 1) - Customer Concentration Risk [Member] | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenues [Member] | Customer B [Member] | |||||
Concentration risk, Percentage | 12.90% | 12.90% | |||
Revenues [Member] | Customer A [Member] | |||||
Concentration risk, Percentage | 19.10% | 17.50% | |||
Revenues [Member] | Customer C [Member] | |||||
Concentration risk, Percentage | 14.20% | 10.60% | 17.10% | 11.60% | |
Revenues [Member] | Customer D [Member] | |||||
Concentration risk, Percentage | 17.10% | 12.90% | |||
Revenues [Member] | Customer E [Member] | |||||
Concentration risk, Percentage | 19.60% | 18.10% | |||
Revenues [Member] | Customer F [Member] | |||||
Concentration risk, Percentage | 32.30% | 17.80% | 35.70% | 19% | |
Revenues [Member] | Customer H [Member] | |||||
Concentration risk, Percentage | 12.10% | 15.20% | |||
Revenues [Member] | Customer I [Member] | |||||
Concentration risk, Percentage | 11.40% | ||||
Revenues [Member] | Customer K [Member] | |||||
Concentration risk, Percentage | 17.10% | 16.70% | |||
Trade Receivables [Member] | Customer A [Member] | |||||
Concentration risk, Percentage | 22.10% | ||||
Trade Receivables [Member] | Customer C [Member] | |||||
Concentration risk, Percentage | 21.60% | 20.40% | |||
Trade Receivables [Member] | Customer D [Member] | |||||
Concentration risk, Percentage | 13.70% | ||||
Trade Receivables [Member] | Customer F [Member] | |||||
Concentration risk, Percentage | 24.40% | 24.30% | |||
Trade Receivables [Member] | Customer J [Member] | |||||
Concentration risk, Percentage | 29.70% | ||||
Trade Receivables [Member] | Customer K [Member] | |||||
Concentration risk, Percentage | 16.50% | 25% |
Accounting Standards (Details N
Accounting Standards (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Operating lease right-of-use assets | $ 18,197 | $ 1,600 | $ 0 |
Operating lease liabilities | 18,353 | 1,600 | |
Finance lease right-of-use assets | 3,246 | 3,600 | 0 |
Finance Leases, Total lease liabilities | 3,344 | 3,800 | |
Capital Lease Obligations | $ 0 | $ 3,200 | $ 3,204 |
Prepaids and Other Current As_3
Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid insurance | $ 4,646 | $ 5,207 |
Recoverable costs from insurance | 0 | 11,109 |
Income tax receivable | 0 | 757 |
Other current assets | 1,727 | 1,675 |
Total prepaid expenses and other current assets | $ 6,373 | $ 18,748 |
Prepaids and Other Current As_4
Prepaids and Other Current Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | |||||
Insurance premiums paid for renewal | $ 5,100 | $ 11,700 | |||
Recoverable costs from insurance | $ 0 | 0 | $ 11,109 | ||
Insurance reimbursement | 12,000 | 6,400 | |||
Net operating loss, amount claim for refund | $ 800 | ||||
Income tax refunds received | $ 800 | $ 757 | $ 810 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 244,724 | $ 205,944 |
Less: Accumulated depreciation and amortization | (49,781) | (43,280) |
Property and equipment, net | 194,943 | 162,664 |
Pressure Pumping Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 227,521 | 186,826 |
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 | $ 1,667 | 5,524 |
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 | 1,033 |
Estimated Useful Life (in years) | 3 years | |
Auxiliary Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 14,160 | 12,218 |
Estimated Useful Life (in years) | 2 years | |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 276 | $ 276 |
Estimated Useful Life | Term of lease |
Property and Equipment, Net (Pa
Property and Equipment, Net (Parenthetical) (Details) $ in Millions | Dec. 31, 2021 USD ($) |
Light Duty Vehicles [Member] | |
Property Plant And Equipment [Line Items] | |
Capitalized capital leases | $ 3.9 |
Accumulated depreciation | 0.5 |
Pressure Pumping Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Capitalized capital leases | 0.6 |
Accumulated depreciation | $ 0.3 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | |||||
Depreciation and amortization | $ 5,877 | $ 9,836 | $ 11,577 | $ 20,942 | |
Gain (loss) on disposal of assets | 76 | 545 | (2,980) | (1,891) | |
Proceeds from sale of property and equipment | 5,300 | ||||
Proceeds from sale of various asset held for sale | 2,100 | ||||
Diesel Pressure Pumping Equipment [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Assets held for sale | 0 | 0 | $ 2,000 | ||
Property and Equipment [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Depreciation and amortization | $ 5,300 | $ 9,600 | $ 10,500 | $ 20,500 |
Leases (Details)
Leases (Details) | Jun. 30, 2022 |
Leases [Abstract] | |
Operating leases, Weighted-average remaining lease term | 1 year 10 months 24 days |
Finance leases, Weighted-average remaining lease term | 3 years |
Operating leases, Weighted-average discount rate | 9.60% |
Finance leases, Weighted-average discount rate | 7.40% |
Leases (Details 1)
Leases (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Leases [Abstract] | ||
Operating lease expense | $ 1,725 | $ 2,041 |
Short-term lease expense | 9,981 | 19,249 |
Finance leases expense: | ||
Amortization of right-of-use assets | 312 | 620 |
Interest on lease liabilities | 63 | 141 |
Total | $ 12,081 | $ 22,051 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||||
Rent expense | $ 300 | $ 600 | |||
Remaining deferred gain on the sale leaseback | $ 1,852 | $ 5,557 | $ 7,400 | ||
Cost Of Services [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Rent expense | 200 | 500 | |||
Selling, General and Administrative Expenses [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Rent expense | $ 100 | $ 100 |
Leases (Details 2)
Leases (Details 2) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||
Payments on operating lease included in operating cash flows | $ 1,896 | |
Interest payments on finance leases included in operating cash flows | 133 | |
Principal payments on finance leases included in financing cash flows | 560 | $ 0 |
Operating leases | 19,935 | |
Finance leases | $ 3,893 |
Leases (Details 3)
Leases (Details 3) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 |
Operating Leases | ||
Remainder of 2022 | $ 5,718 | |
2023 | 10,346 | |
2024 | 3,968 | |
2025 | 67 | |
2026 | 0 | |
Thereafter | 0 | |
Operating Leases, Total lease payments | 20,099 | |
Operating Leases, Less: imputed interest | (1,746) | |
Operating Leases, Total lease liabilities | 18,353 | $ 1,600 |
Finance Leases | ||
Remainder of 2022 | 782 | |
2023 | 1,080 | |
2024 | 1,080 | |
2025 | 621 | |
2026 | 40 | |
Thereafter | 16 | |
Finance Leases, Total lease payments | 3,619 | |
Finance Leases, Less: imputed interest | (275) | |
Finance Leases, Total lease liabilities | $ 3,344 | $ 3,800 |
Leases (Details 4)
Leases (Details 4) $ in Thousands | Dec. 31, 2021 USD ($) |
Operating Leases | |
Operating Leases, 2022 | $ 1,107 |
Operating Leases, 2023 | 308 |
Operating Leases, 2024 | 258 |
Operating Leases, 2025 | 67 |
Operating Leases, Total | 1,740 |
Capital Leases | |
Capital Leases, 2022 | 1,241 |
Capital Leases, 2023 | 896 |
Capital Leases, 2024 | 891 |
Capital Leases, 2025 | 447 |
Capital Leases, Total | $ 3,475 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2021 |
Payables and Accruals [Abstract] | |||
Accrued payroll and benefits | $ 6,428 | $ 5,188 | |
Accrued taxes | 4,292 | 5,041 | |
Accrued interest | 173 | 287 | |
Deferred gain on sale-leaseback | 1,852 | 5,557 | $ 7,400 |
Other current liabilities | 1,556 | 769 | |
Accrued expenses and other current liabilities | $ 14,301 | $ 16,842 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Short Term Debt [Line Items] | |||
Aggregate amount of premiums financed | $ 3,826 | $ 9,139 | |
Notes payable | $ 2,814 | $ 2,320 | |
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 aggregate amount of the premiums financed was $3.8 million and $9.1 million, respectively, payable in equal monthly installments at a weighted average interest rate of 4.0% and 5.4%, respectively. These premium finance agreements are due within one year and are recorded as notes payable under current liabilities in the condensed consolidated balance sheets. | ||
Aggregate amount of premiums financed | $ 3,800 | $ 9,100 | |
Insurance premium interest rate | 4% | 5.40% | |
Insurance premium payment term | payable in equal monthly installments | ||
insurance premium maturity period | 1 year | ||
Notes payable | $ 2,800 | $ 2,300 |
Warrants (Details)
Warrants (Details) - shares | Jun. 30, 2022 | Dec. 31, 2021 |
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants outstanding | 9,994,635 | 9,994,635 |
Private Placement Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants outstanding | 9,172,782 | 9,172,782 |
Series A Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants outstanding | 6,666,662 | 6,222,218 |
Term C Loan Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants outstanding | 14,999,999 | 0 |
RDO Investor Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants outstanding | 14,180,375 | 0 |
Placement Agent warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants outstanding | 992,626 | 0 |
Warrants (Details Narrative)
Warrants (Details Narrative) - $ / shares | 3 Months Ended | 6 Months Ended | ||||||||
Mar. 11, 2022 | Jun. 30, 2021 | [1] | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 01, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | |||
Public and Private Placement Warrants [Member] | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Exercise price per one forty - second share | $ 5.75 | |||||||||
Exercise price per full share equivalent | $ 241.50 | |||||||||
Warrants maturity date | Nov. 09, 2023 | |||||||||
Series A Warrants [Member] | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Warrants outstanding | 6,666,662 | 6,222,218 | ||||||||
Number of additional warrants issued to the purchasers | 444,444 | 888,888 | ||||||||
Exercise price per full share equivalent | $ 160.86 | |||||||||
Exercise price per one twenty first share | $ 7.66 | |||||||||
Warrants maturity date | Nov. 25, 2025 | |||||||||
Term C Loan Warrants [Member] | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Warrants outstanding | 14,999,999 | 0 | ||||||||
Issuance of warrants | 1,046,511 | 13,953,488 | ||||||||
Exercise price per full share equivalent | $ 6.60 | |||||||||
RDO Investor Warrants [Member] | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Warrants outstanding | 14,180,375 | 0 | ||||||||
RDO Investor Warrants [Member] | Registered Direct Offering [Member] | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Issuance of warrants | 14,180,375 | |||||||||
Exercise price per full share equivalent | $ 10.578 | $ 10.578 | ||||||||
Placement Agent warrants [Member] | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Warrants outstanding | 992,626 | 0 | ||||||||
Placement Agent warrants [Member] | Registered Direct Offering [Member] | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Issuance of warrants | 992,626 | |||||||||
Exercise price per full share equivalent | $ 13.2228 | $ 13.2228 | ||||||||
Class A Common Stock [Member] | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Class A common stock issuance (in shares) | 113,412 | 3,991,387 | [2] | 714,586 | [2] | |||||
Class A Common Stock [Member] | Registered Direct Offering [Member] | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Class A common stock issuance (in shares) | 2,363,396 | |||||||||
Class A Common Stock [Member] | Public and Private Placement Warrants [Member] | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Common stock issuable upon exercise | 456,368 | |||||||||
Class A Common Stock [Member] | Series A Warrants [Member] | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Common stock issuable upon exercise | 317,461 | |||||||||
Class A Common Stock [Member] | Term C Loan Warrants [Member] | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Common stock issuable upon exercise | 174,419 | 2,325,582 | ||||||||
Exercise price per full share equivalent | $ 7.74 | |||||||||
Class A Common Stock [Member] | RDO Investor Warrants [Member] | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Common stock issuable upon exercise | 2,363,396 | |||||||||
Class A Common Stock [Member] | Placement Agent warrants [Member] | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Common stock issuable upon exercise | 165,438 | |||||||||
[1] Periods presented have been adjusted to reflect the 1-for- 3.5 reverse stock split on September 30, 2021 and the 1-for- 6 reverse stock split on August 4, 2022. See Note 2, Reverse Stock Splits, for details. Periods presented have been adjusted to reflect the 1-for- 3.5 reverse stock split on September 30, 2021 and the 1-for- 6 reverse stock split on August 4, 2022. See Note 2, Reverse Stock Splits, for details. |
Warrants (Details1)
Warrants (Details1) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | $ 2,733 | $ 3,557 |
Public Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 546 | 752 |
Private Placement Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 578 | 871 |
Series A Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 1,609 | 1,934 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 546 | 752 |
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 | 546 | 752 |
Other Observable Inputs (Level 2) [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 2,187 | 2,805 |
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 | 578 | 871 |
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 | $ 1,609 | $ 1,934 |
Warrants (Details 2)
Warrants (Details 2) | Jun. 30, 2022 | Dec. 31, 2021 |
Private Placement Warrants [Member] | Expected Remaining Life [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Contractual term | 1 year 4 months 24 days | 1 year 10 months 24 days |
Private Placement Warrants [Member] | Volatility Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 255.8 | 227.5 |
Private Placement Warrants [Member] | Risk Free Interest Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 2.8 | 0.7 |
Private Placement Warrants [Member] | Expected Dividend Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Series A Warrants [Member] | Expected Remaining Life [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Contractual term | 3 years 4 months 24 days | 3 years 10 months 24 days |
Series A Warrants [Member] | Volatility Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 255.8 | 227.5 |
Series A Warrants [Member] | Risk Free Interest Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 3 | 1.1 |
Series A Warrants [Member] | Expected Dividend Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 29, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jul. 31, 2021 | Jun. 24, 2021 | |
Debt Instrument [Line Items] | |||||||||
Patent license sales | $ 0 | $ 22,500 | $ 0 | $ 22,500 | |||||
License Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Patent license sales | $ 22,500 | ||||||||
Class A Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible senior notes converted into common stock | 5,059,728 | 5,059,728 | |||||||
Cash Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount of convertible senior notes | $ 75,000 | ||||||||
Cash Notes [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion price | $ 26.25 | $ 26.25 | |||||||
Cash Notes [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion price | 20.58 | 20.58 | |||||||
Exchange Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount of convertible senior notes | $ 39,000 | $ 39,000 | $ 39,000 | ||||||
Conversion price | $ 42 | $ 42 | |||||||
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 | 30,390 | 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% | ||||||||
Debt instrument, maturity date | Jun. 05, 2026 | ||||||||
Convertible senior notes bear interest rate per annum | 16% |
Convertible Senior Notes (Det_2
Convertible Senior Notes (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
PIK interest | $ 12,237 | $ 258 | |
Unamortized debt discount and issuance costs | (15,055) | $ (11,792) | |
Convertible senior notes | 116,183 | 105,769 | |
Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | 114,000 | 114,000 | |
PIK interest | 19,835 | 9,686 | |
Unamortized debt premium | 1,764 | 1,841 | |
Unamortized debt discount and issuance costs | (19,416) | (19,758) | |
Convertible senior notes | $ 116,183 | $ 105,769 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Capital leases | $ 0 | $ 3,200 | $ 3,204 |
Total debt principal balance | 164,094 | 171,659 | |
Unamortized debt discount and issuance costs | (15,055) | (11,792) | |
Current maturities | (12,187) | (9,504) | |
Net Long-term debt | 161,751 | 174,747 | |
Senior Secured Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 102,785 | 120,745 | |
Senior Secured Term Loan future interest payable | 24,899 | 24,384 | |
Term C Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 22,525 | 0 | |
ABL Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 7,019 | 14,170 | |
USDA Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 25,000 | 25,000 | |
Equipment Financing [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 6,765 | $ 8,540 |
Debt - (Details Narrative)
Debt - (Details Narrative) - Senior Secured Term Loan [Member] $ in Millions | May 07, 2019 USD ($) |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 250 |
Debt instrument, maturity date | Dec. 05, 2025 |
Debt - (Details Narrative 1)
Debt - (Details Narrative 1) - Senior Secured Term Loan [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Interest rate | 0% |
Debt instrument, floor interest rate percentage | 2% |
Applicable margin | 8.25% |
Principal payments | $ 1,250 |
Principal payments | $ 5,000 |
Debt - (Details Narrative 2)
Debt - (Details Narrative 2) - Senior Secured Term Loan [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Apr. 01, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 102,785 | $ 120,745 | |
Interest rate | 0% | ||
Cash [Member] | April 1, 2022 through December 31, 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1% | ||
Paid In Kind [Member] | April 1, 2022 through December 31, 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 4.125% | ||
Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 103,000 |
Debt - (Details Narrative 6)
Debt - (Details Narrative 6) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Principal payments | $ 19,022 | $ 12,563 | |
Payment of fees related to debt extinguishment | (96) | $ (41) | |
Outstanding principal balance | 8,750 | $ 5,000 | |
Senior Secured Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 102,785 | $ 120,745 | |
Principal payments | 19,000 | ||
Prepayments of debt | 16,500 | ||
Early repayment of debt resulted in a write-off | 1,600 | ||
Payment of fees related to debt extinguishment | (100) | ||
Outstanding principal balance | $ 8,800 |
Debt - (Details Narrative 7)
Debt - (Details Narrative 7) - ABL Credit Facility [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 50,000 | |
Line of credit facility, maturity date | Apr. 01, 2025 | |
Line of credit facility, available borrowing capacity | $ 24,900 | |
Outstanding revolver loan | $ 7,019 | $ 14,170 |
Debt - (Details Narrative 9)
Debt - (Details Narrative 9) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Feb. 28, 2022 | |
Debt Instrument [Line Items] | |||
Payments of Financing Costs | $ 1,095 | $ 6,569 | |
PIK interest | $ 12,237 | $ 258 | |
Term C Loan Warrants [Member] | |||
Debt Instrument [Line Items] | |||
Issuance of warrants | 14,999,999 | ||
Proceeds from issuance of debt and warrants | $ 6,800 | ||
Fair value of warrants issued | 10,500 | ||
Term C Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 21,500 | ||
Debt instrument, maturity date | Dec. 05, 2025 | ||
Debt instrument, floor interest rate percentage | 2% | ||
Applicable margin | 12% | ||
Interest rate | 2% | ||
Long-term debt fair value | $ 22,600 | ||
Proceeds from issuance of debt and warrants | 14,700 | ||
Debt Instrument Discount at Issuance | 6,800 | ||
Payments of Financing Costs | 700 | ||
Long-term debt, gross | 22,500 | ||
PIK interest | $ 1,000 | ||
Term C Loan [Member] | Debt Instrument, Redemption, Period One [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument Repayment Rate | 30% | ||
Term C Loan [Member] | Debt Instrument, Redemption, Period Two [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument Repayment Rate | 65% | ||
Term C Loan [Member] | On or After to September 1, 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument Repayment Rate | 100% | ||
Term C Loan [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 35,000 |
Debt - (Details1)
Debt - (Details1) | Mar. 01, 2022 Rate $ / shares | Feb. 28, 2022 Rate $ / shares |
February 2022 Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price | $ / shares | $ 6.60 | |
February 2022 Warrants [Member] | Contractual Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contractual term | 6 years | |
February 2022 Warrants [Member] | Volatility Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 55 | |
February 2022 Warrants [Member] | Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 1.8 | |
February 2022 Warrants [Member] | Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 | |
March 2022 Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price | $ / shares | $ 7.74 | |
March 2022 Warrants [Member] | Contractual Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contractual term | 6 years | |
March 2022 Warrants [Member] | Volatility Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 55 | |
March 2022 Warrants [Member] | Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 1.6 | |
March 2022 Warrants [Member] | Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 |
Debt (Details 2)
Debt (Details 2) $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2022 | $ 4,194 |
2023 | 20,031 |
2024 | 24,533 |
2025 | 96,758 |
2026 | 3,367 |
Thereafter | 15,211 |
Total | $ 164,094 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Estimated claims incurred, but not reported | $ 0.2 | $ 0.3 |
Total cost of equipment | 11.8 | |
Penalty fee | $ 1.8 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Total | $ 1,800 |
Equipment Purchase Agreements [Member] | |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Remainder of 2022 | 16,266 |
2023 | 16,400 |
Total | $ 32,666 |
Mezzanine Equity (Details Narra
Mezzanine Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Apr. 01, 2020 | |||
Temporary Equity [Line Items] | |||||||||
Fair value of convertible senior notes | $ 113,100 | $ 113,100 | $ 73,500 | ||||||
Exchange of Series A preferred stock for Convertible Senior Notes | $ 0 | $ 8,936 | $ 0 | $ 8,936 | |||||
Series A Convertible Redeemable Preferred Stock Converted to Class A Common Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Number of shares issued upon conversion | 210,605 | 210,605 | |||||||
Series A Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Mezzanine Equity, par value | $ 0.0001 | $ 0.0001 | |||||||
Number of shares outstanding | 19,610 | 19,610 | 19,610 | ||||||
Dividends accrued on preferred stock | $ 9,900 | ||||||||
Reduction in carrying value of preferred stock | 33,700 | ||||||||
Fair value of convertible senior notes | $ 63,800 | 63,800 | 63,800 | ||||||
Exchange of Series A preferred stock for Convertible Senior Notes | $ 0 | 8,936 | $ 0 | 8,936 | |||||
Carrying amount of Convertible Senior Notes consideration received | $ 72,700 | $ 72,700 | $ 72,700 | ||||||
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 | 30,390 | |||||||
Series A Redeemable Convertible Preferred Stock [Member] | Cash Notes [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Cash proceeds from issuance of convertible senior notes | $ 39,000 | ||||||||
Series B Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Mezzanine Equity, par value | $ 0.0001 | ||||||||
Number of shares outstanding | 0 | 0 | 0 | ||||||
Conversion of Series B preferred stock and related accrued dividends to Class A common stock, shares | 250 | 1,012 | |||||||
Reduction of carrying value of preferred stock | $ 300 | $ 1,100 | |||||||
Class A Common Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Conversion of Series B preferred stock to Class A common stock(shares) | 44,167 | [1] | 174,919 | [2] | |||||
[1] Periods presented have been adjusted to reflect the 1-for- 3.5 reverse stock split on September 30, 2021 and the 1-for- 6 reverse stock split on August 4, 2022. See Note 2, Reverse Stock Splits, for details. Periods presented have been adjusted to reflect the 1-for- 3.5 reverse stock split on September 30, 2021 and the 1-for- 6 reverse stock split on August 4, 2022. See Note 2, Reverse Stock Splits, for details. |
Mezzanine Equity (Details)
Mezzanine Equity (Details) - Series A Redeemable Convertible Preferred Stock [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) shares | |
Temporary Equity [Line Items] | |
Preferred stock as of December 31, 2021, shares | shares | 19,610 |
Preferred stock as of December 31, 2021 | $ 23,866 |
Accrued preferred stock dividends | $ 2,226 |
Preferred stock as of June 30, 2022, shares | shares | 19,610 |
Preferred stock as of June 30, 2022 | $ 26,092 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||||||||||||
Apr. 26, 2022 | Mar. 11, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 21, 2022 | Mar. 31, 2022 | [2] | Dec. 31, 2021 | Mar. 31, 2021 | [2] | Dec. 31, 2020 | ||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||
Preferred stock, Par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | ||||||||||||||||||
Fair Value Adjustment Of Warrants | $ (1,577) | $ 136 | $ (831) | $ 7,287 | ||||||||||||||||
Registered Direct Offering [Member] | ||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||
Gross proceeds from issuance of common stock and warrants | $ 25,000 | |||||||||||||||||||
Placement Agent Warrants [Member] | Registered Direct Offering [Member] | ||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||
Issuance of warrants | 992,626 | |||||||||||||||||||
Fair value of warrants issued | $ 500 | |||||||||||||||||||
RDO Investor Warrants [Member] | Registered Direct Offering [Member] | ||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||
Issuance of warrants | 14,180,375 | |||||||||||||||||||
Proceeds from issuance of common stock and warrants | $ 7,900 | |||||||||||||||||||
Fair value of warrants issued | $ 7,500 | |||||||||||||||||||
Class A Common Stock [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 | 12,827,306 | 12,827,306 | 8,858,161 | |||||||||||||||||
Common stock, outstanding | 12,827,306 | [1],[2] | 4,446,548 | [1],[2] | 12,827,306 | [1],[2] | 4,446,548 | [1],[2] | 12,844,437 | 8,858,161 | [1] | 4,288,969 | 3,453,111 | [1] | ||||||
Class A common stock issuance (in shares) | 113,412 | [2] | 3,991,387 | [1] | 714,586 | [1] | ||||||||||||||
Conversion of Class B common stock to Class A common stock (in shares) | [1] | 109,664 | ||||||||||||||||||
Class A Common Stock [Member] | ATM Agreement [Member] | ||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||
Class A common stock issuance (in shares) | 0 | 113,412 | 1,627,991 | 714,586 | ||||||||||||||||
Class A Common Stock [Member] | ATM Agreement [Member] | Piper Sandler & Co. [Member] | ||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||
Common Stock, Shares Authorized | $ 50,000 | |||||||||||||||||||
Class A Common Stock [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% | |||||||||||||||||||
Class A Common Stock [Member] | Registered Direct Offering [Member] | ||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||
Class A common stock issuance (in shares) | 2,363,396 | |||||||||||||||||||
Fair value of common stock issued | $ 16,300 | |||||||||||||||||||
Proceeds from issuance of common stock and warrants | $ 17,100 | |||||||||||||||||||
Class A Common Stock [Member] | Stock Price Equaled or Exceeded 252.00 [Member] | ||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||
Common stock, shares outstanding subject to cancellation | 47,620 | 47,620 | ||||||||||||||||||
Closing price per share | $ 252 | $ 252 | ||||||||||||||||||
Conversion of common stock consecutive trading period | 20 days | |||||||||||||||||||
Common stock maximum trading period | 30 days | |||||||||||||||||||
Class A Common Stock [Member] | Stock Price Equaled or Exceeded 283.50 [Member] | ||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||
Common stock, shares outstanding subject to cancellation | 29,033 | 29,033 | ||||||||||||||||||
Closing price per share | $ 283.50 | $ 283.50 | ||||||||||||||||||
Common Class B [Member] | ||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Common stock, authorized | 20,000,000 | 20,000,000 | ||||||||||||||||||
Common stock, issued | 0 | 0 | 0 | |||||||||||||||||
Common stock, outstanding | 0 | 0 | 0 | 2,302,936 | ||||||||||||||||
Common stock, voting rights | one | |||||||||||||||||||
Conversion of Class B common stock to Class A common stock (in shares) | (2,302,936) | |||||||||||||||||||
[1] Periods presented have been adjusted to reflect the 1-for- 3.5 reverse stock split on September 30, 2021 and the 1-for- 6 reverse stock split on August 4, 2022. See Note 2, Reverse Stock Splits, for details. Periods presented have been adjusted to reflect the 1-for- 3.5 reverse stock split on September 30, 2021 and the 1-for- 6 reverse stock split on August 4, 2022. See Note 2, Reverse Stock Splits, for details. |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Proceeds from issuance of common stock, net | $ 21,298 | $ 13,562 | |||||
Common Class A [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares of Class A common stock sold | 113,412 | [1] | 3,991,387 | [2] | 714,586 | [2] | |
ATM Agreement [Member] | Common Class A [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares of Class A common stock sold | 0 | 113,412 | 1,627,991 | 714,586 | |||
Proceeds from issuance of common stock, net | $ 0 | $ 2,893 | $ 21,282 | $ 13,562 | |||
Payments for commission | $ 0 | $ 89 | $ 658 | $ 419 | |||
[1] Periods presented have been adjusted to reflect the 1-for- 3.5 reverse stock split on September 30, 2021 and the 1-for- 6 reverse stock split on August 4, 2022. See Note 2, Reverse Stock Splits, for details. Periods presented have been adjusted to reflect the 1-for- 3.5 reverse stock split on September 30, 2021 and the 1-for- 6 reverse stock split on August 4, 2022. See Note 2, Reverse Stock Splits, for details. |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - Registered Direct Offering [Member] | Jun. 30, 2022 $ / shares | Mar. 11, 2022 $ / shares |
RDO Investor Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price | $ 10.578 | $ 10.578 |
RDO Investor Warrants [Member] | Contractual Term [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Contractual term | 3 years 6 months | |
RDO Investor Warrants [Member] | Volatility Rate [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, measurement input | 80 | |
RDO Investor Warrants [Member] | Risk Free Interest Rate [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, measurement input | 1.9 | |
RDO Investor Warrants [Member] | Expected Dividend Rate [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, measurement input | 0 | |
Placement Agent Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price | $ 13.2228 | $ 13.2228 |
Placement Agent Warrants [Member] | Contractual Term [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Contractual term | 3 years 6 months | |
Placement Agent Warrants [Member] | Volatility Rate [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, measurement input | 80 | |
Placement Agent Warrants [Member] | Risk Free Interest Rate [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, measurement input | 1.9 | |
Placement Agent Warrants [Member] | Expected Dividend Rate [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, measurement input | 0 |
Earnings (Loss) Per Share - (De
Earnings (Loss) Per Share - (Details Narrative) - shares | 3 Months Ended | 6 Months Ended | |||
Nov. 09, 2024 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share Basic [Line Items] | |||||
Basic and diluted net income (loss) per share excludes the income (loss) attributable and shares associated to cancellation | (76,653) | (76,653) | (76,653) | (76,653) | |
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 | 76,653 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Basic net income (loss) per share | ||||
Net loss attributable to U.S. Well Services, Inc. | $ (9,335) | $ (17,716) | $ (35,080) | $ (38,282) |
Net loss attributable to cancellable Class A common stock | 56 | 316 | 235 | 721 |
Basic net loss attributable to U.S. Well Services, Inc. shareholders | (9,279) | (17,400) | (34,845) | (37,561) |
Dividends accrued on Series A preferred stock | (1,135) | (1,998) | (2,226) | (3,811) |
Dividends accrued on Series B preferred stock | 0 | (811) | 0 | (1,522) |
Deemed and imputed dividends on preferred stock | 0 | (286) | 0 | (750) |
Exchange of Series A preferred stock for Convertible Senior Notes | 0 | 8,936 | 0 | 8,936 |
Basic net loss attributable to U.S. Well Services, Inc. Class A common shareholders | $ (10,414) | $ (13,060) | $ (37,071) | $ (40,377) |
Weighted average shares outstanding | 12,796,193 | 4,295,379 | 11,423,931 | 4,067,616 |
Cancellable Class A common stock | (76,653) | (76,653) | (76,653) | (76,653) |
Basic and diluted weighted average shares outstanding | 12,719,540 | 4,218,726 | 11,347,278 | 3,990,963 |
Basic and diluted net loss per share attributable to Class A common shareholders | $ (0.82) | $ (3.10) | $ (3.27) | $ (10.12) |
Deemed dividends on Series B preferred stock | $ 0 | $ (1,501) | $ 0 | $ (5,669) |
Series A Redeemable Convertible Preferred Stock [Member] | ||||
Basic net income (loss) per share | ||||
Dividends accrued on Series A preferred stock | (1,135) | (1,998) | (2,226) | (3,811) |
Exchange of Series A preferred stock for Convertible Senior Notes | 0 | 8,936 | 0 | 8,936 |
Series B Redeemable Convertible Preferred Stock [Member] | ||||
Basic net income (loss) per share | ||||
Dividends accrued on Series B preferred stock | $ 0 | $ (811) | $ 0 | $ (1,522) |
Earnings (Loss) Per Share (De_2
Earnings (Loss) Per Share (Details1) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded as anti-dilutive | 12,282,154 | 9,544,166 | 12,282,154 | 9,544,166 |
Anti-dilutive Stock Options [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded as anti-dilutive | 0 | 41,776 | 0 | 41,776 |
Anti-dilutive Warrants [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded as anti-dilutive | 5,802,664 | 729,384 | 5,802,664 | 729,384 |
Anti-dilutive Restricted Stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded as anti-dilutive | 31,113 | 51,393 | 31,113 | 51,393 |
Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded as anti-dilutive | 190,419 | 0 | 190,419 | 0 |
Anti-dilutive Deferred Stock Units [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded as anti-dilutive | 389,012 | 424,375 | 389,012 | 424,375 |
Anti-dilutive Pool B Awards [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded as anti-dilutive | 598,613 | 482,130 | 598,613 | 482,130 |
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 | 210,605 | 180,109 | 210,605 | 180,109 |
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 | 0 | 3,786,314 | 0 | 3,786,314 |
Convertible Senior Notes [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded as anti-dilutive | 5,059,728 | 3,848,685 | 5,059,728 | 3,848,685 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ (415) | $ 2,010 | $ 1,613 | $ 3,661 |
Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | (2,336) | 876 | (1,600) | 1,701 |
Restricted Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 211 | 0 | 211 | 0 |
Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | (40) | 216 | 173 | 430 |
Deferred Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 401 | 246 | 731 | 492 |
Pool A Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 858 | 395 | 1,217 | 481 |
Pool B Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 491 | $ 277 | $ 881 | $ 557 |
Share-Based Compensation (Paren
Share-Based Compensation (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ (415) | $ 2,010 | $ 1,613 | $ 3,661 |
Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares of unvested restricted stock, forfeited | 17,131 | |||
Shares of unvested restricted stock, Compensation expense | $ (3,100) | |||
Cost of Services [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 552 | 276 | 849 | 474 |
Selling, General and Administrative Expenses [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ (967) | $ 1,734 | $ 764 | $ 3,187 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details 1) - Restricted Stock [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Beginning balance | shares | 64,842 |
Restricted stock units, Number of shares, Granted | shares | 0 |
Number of shares, Vested | shares | (15,870) |
Number of shares, Forfeited | shares | (17,859) |
Number of shares, Ending balance | shares | 31,113 |
Weighted-average grant-date fair value per share at beginning of period | $ / shares | $ 147.34 |
Weighted-average grant-date fair value per share, Granted | $ / shares | 0 |
Share-based Compensation, grant-date fair value per share, Vested | $ / shares | 187.11 |
Weighted-average grant-date fair value per share, Forfeited | $ / shares | 183.30 |
Weighted-average grant-date fair value per share at end of period | $ / shares | $ 106.42 |
Share-Based Compensation (Det_3
Share-Based Compensation (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
May 31, 2022 | Apr. 30, 2022 | Jun. 30, 2022 | |
Restricted Stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation to be recognized | $ 2,100 | ||
Period for recognition of unrecognized compensation cost | 8 months 19 days | ||
Restricted stock units, Number of shares, Granted | 0 | ||
Restricted Stock [Member] | Employees [Member] | Class A Common Stock [Member] | Long Term Incentive Plan Member | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value grant date | 4 years | ||
Restricted Stock [Member] | Directors [Member] | Class A Common Stock [Member] | Long Term Incentive Plan Member | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value grant date | 1 year | ||
Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation to be recognized | $ 700 | ||
Period for recognition of unrecognized compensation cost | 1 year 3 months 29 days | ||
Restricted Stock Units [Member] | Class A Common Stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Restricted stock units, Number of shares, Granted | 190,419 | ||
Anti-dilutive Deferred Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Period for recognition of unrecognized compensation cost | 1 year 10 months 20 days | ||
Stock-based compensation to be recognized | $ 2,000 | ||
Restricted stock units, Number of shares, Granted | 210,154 | ||
Anti-dilutive Deferred Stock Units [Member] | Class A Common Stock [Member] | Long Term Incentive Plan Member | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value grant date | 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] | |||
Fair value grant date | 1 year | ||
Period for recognition of unrecognized compensation cost | 4 years 6 months | ||
Stock-based compensation to be recognized | $ 9,300 | ||
Fair value of award liability | $ 7,900 | ||
Share-based Compensation, Grant-date fair value, Granted | $ 1,700 | $ 1,300 | |
Pool A Performance Awards [Member] | Class A Common Stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value grant date | 1 year | ||
Pool B Performance Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Period for recognition of unrecognized compensation cost | 1 year 5 months 26 days | ||
Stock-based compensation to be recognized | $ 1,800 | ||
Share-based Compensation, Grant-date fair value, Granted | $ 606 | ||
Pool B Performance Awards [Member] | Class A Common Stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value grant date | 3 years |
Share-Based Compensation (Det_4
Share-Based Compensation (Details 2) - Stock Options [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, Beginning balance | 41,776 | |
Shares, Forfeited | (41,776) | |
Shares, Ending balance | 41,776 | |
Weighted average exercise price, Beginning of period | $ 187.11 | |
Weighted average exercise price, Forfeited | $ 187.11 | |
Weighted average exercise price, Ending of period | $ 187.11 | |
Weighted average remaining contractual term | 4 years 2 months 15 days | |
Weighted average remaining contractual term, Forfeited | 3 years 8 months 15 days |
Share-Based Compensation (Det_5
Share-Based Compensation (Details 3) - Anti-dilutive Deferred Stock Units [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Beginning balance | shares | 342,090 |
Restricted stock units, Number of shares, Granted | shares | 210,154 |
Number of shares, Vested | shares | (159,807) |
Number of shares, Forfeited | shares | (3,425) |
Number of shares, Ending balance | shares | 389,012 |
Weighted-average grant-date fair value per share at beginning of period | $ / shares | $ 8.96 |
Weighted-average grant-date fair value per share, Granted | $ / shares | 4.93 |
Share-based Compensation, grant-date fair value per share, Vested | $ / shares | 8.38 |
Weighted-average grant-date fair value per share, Forfeited | $ / shares | 6.93 |
Weighted-average grant-date fair value per share at end of period | $ / shares | $ 7.04 |
Share-Based Compensation (Det_6
Share-Based Compensation (Details 4) - Pool B Performance Awards [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value, Outstanding, Beginning balance | $ 3,672 |
Share-based Compensation, Grant-date fair value, Granted | 606 |
Fair value, Vested | (1,586) |
Fair value, Forfeited | (27) |
Fair value, Outstanding, Ending balance | $ 2,665 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | Jun. 24, 2021 | Jun. 30, 2022 | Mar. 01, 2022 | Feb. 28, 2022 | Dec. 31, 2021 |
Carrying value of convertible senior notes | $ 116,183 | $ 105,769 | |||
long-term debt | $ 164,094 | ||||
Crestview Partners [Member] | Minimum [Member] | UsWell Services Inc [Member] | |||||
Noncontrolling Interest, ownership percentage | 10% | ||||
Convertible Senior Notes [Member] | Crestview Partners [Member] | |||||
Debt instrument, face amount | $ 40,000 | ||||
Carrying value of convertible senior notes | $ 39,600 | $ 35,900 | |||
Proceeds from related party debt | $ 20,000 | ||||
Convertible Senior Notes [Member] | Series A Convertible Redeemable Preferred Stock [Member] | Crestview Partners [Member] | |||||
Exchange of Series A preferred stock for Convertible Senior Notes, Shares | 15,588 | ||||
Term C Loan [Member] | Crestview Partners [Member] | |||||
Debt instrument, face amount | $ 10,000 | ||||
long-term debt | 7,500 | ||||
Term C Loan [Member] | David Matlin [Member] | |||||
Debt instrument, face amount | $ 1,000 | ||||
long-term debt | $ 800 | ||||
Term C Loan Warrants [Member] | Crestview Partners [Member] | |||||
Issuance of warrants | 6,976,744 | ||||
Term C Loan Warrants [Member] | David Matlin [Member] | |||||
Issuance of warrants | 697,674 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) $ in Millions | Aug. 04, 2022 | Jul. 18, 2022 USD ($) | Sep. 30, 2021 |
Subsequent Event [Line Items] | |||
Reverse stock split ratio | 0.2857142857 | ||
Common Class A [Member] | |||
Subsequent Event [Line Items] | |||
Reverse stock split, description | 1-for-3.5 reverse split of its Class A common stock | ||
Reverse stock split ratio | 0.2857142857 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Reverse stock split ratio | 0.1666666666666667 | ||
Subsequent Event [Member] | Common Class A [Member] | |||
Subsequent Event [Line Items] | |||
Reverse stock split, description | 1-for-6 reverse split of its Class A common stock | ||
Reverse stock split ratio | 0.1666666666666667 | ||
Subsequent Event [Member] | Equity Note [Member] | |||
Subsequent Event [Line Items] | |||
Secured debt | $ 12.5 | ||
Debt instrument, interest rate description | (i) the sum of (A) “prime rate” as published in the Wall Street Journal from time to time plus (B) 9.25%, and (ii) the maximum amount of interest allowed by applicable law. | ||
Subsequent Event [Member] | Equity Note [Member] | Equify Financial, LLC | |||
Subsequent Event [Line Items] | |||
Principal payments | $ 0.2 | ||
Insurance premium interest rate | 9.25% |