UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): August 5, 2020

Commission file number 001-38025

U.S. WELL SERVICES, INC.
(Exact name of registrant as specified in its charter)

 

Delaware 81-1847117
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
   
1360 Post Oak Boulevard, Suite 1800, Houston, Texas
(Address of principal executive offices)

 

 

 

Registrant’s telephone number, including area code:

(832) 562-3730


 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 


ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

The following information is furnished pursuant to Regulation FD.

 

On August 5, 2020, U.S. Well Services, Inc., issued a press release announcing financial results for the second quarter ended June 30, 2020 and a conference call in connection therewith. A copy of the release is furnished herewith as Exhibit 99.1, and incorporated herein by reference. Such exhibit (i) is furnished pursuant to Item 2.02 of Form 8-K, (ii) is not to be considered "filed" under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (iii) shall not be incorporated by reference into any previous or future filings made by or to be made by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits.

 

99.1      Press Release dated August 5, 2020 announcing the earnings results for the second quarter ended June 30, 2020.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

US WELL SERVICES, INC.  
(Registrant)  
     
By: /s/ Kyle O’Neil  
  Kyle O’Neil  
  Chief Financial Officer

 

Dated: August 5, 2020

 

 

 

 

 

 

 

INDEX TO EXHIBITS

 

Introductory Note: The following exhibit is furnished pursuant to Item 2.02 of Form 8-K and is not to be considered “filed” under the Exchange Act and shall not be incorporated by reference into any of the Company’s previous or future filings under the Securities Act or the Exchange Act.

 

 

Exhibit No. Description
99.1 Press Release dated August 5, 2020 announcing the earnings results for the second quarter ended June 30, 2020.

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

News Release

  Contacts: U.S. Well Services
    Josh Shapiro, VP, Finance and Investor Relations
    (832) 562-3730
    IR@uswellservices.com
     
    Dennard Lascar Investor Relations
    Ken Dennard / Lisa Elliott
    (713) 529-6600
    USWS@dennardlascar.com

 

U.S. Well Services Announces Second Quarter 2020 Financial and Operational Results

 

HOUSTON – August 5, 2020 – U.S. Well Services, Inc. (the “Company”, “U.S. Well Services” or “we”) (NASDAQ: USWS) today reported second quarter 2020 financial and operational results.

 

Second Quarter 2020 Highlights

 

·Averaged 3.4 fully-utilized fleets compared to 8.9 fully-utilized fleets during the first quarter of 2020
·Total revenue of $39.8 million compared to $112.0 million in the first quarter of 2020
·Net loss attributable to the Company of $18.1 million compared to net loss of $172.4 million in the first quarter of 2020
·Adjusted EBITDA(1) of $8.5 million compared to $12.7 million in the first quarter of 2020
·Reported annualized Adjusted EBITDA per fully-utilized fleet of $10.0 million compared to $4.3 million for the first quarter of 2020(2)
·Total liquidity, consisting of cash and availability under the Company’s asset-backed revolving credit facility, was $13.4 million as of June 30, 2020

 

(1)Each of Adjusted EBITDA and Adjusted EBITDA margin is a Non-GAAP financial measure. Please read “Non-GAAP Financial Measures.”
   
(2)Adjusted EBITDA per fully-utilized fleet equivalent is defined as Adjusted EBITDA divided by the product of average active fleets during the quarter and the utilization rate for active fleets during the quarter.

 

“U.S. Well Services demonstrated its resiliency during the second quarter, posting solid results despite the unprecedented disruption of the global economy by the COVID-19 pandemic,” said Joel Broussard, President and CEO of U.S. Well Services. “Our performance this quarter is a testament to both the hard work and dedication of the U.S. Well Services team as well as the superior value proposition we offer to our customers.”

 

“We responded rapidly to the deterioration in U.S. completion activity by rightsizing our business and working to reduce costs across the board, and as such, we believe U.S. Well Services is well positioned to capitalize on any market recovery. Moreover, the utilization of our all-electric frac fleets during the second quarter far surpassed industry-wide utilization of conventional diesel-powered frac fleets, evidencing the continued demand for electric frac services. Our team will continue to be disciplined in evaluating opportunities to redeploy fleets on terms that offer attractive returns.”

 

 

 

Outlook

 

While commodity prices have improved significantly from trough pricing experienced following the global economic shutdown early in the second quarter of 2020, the recovery in completion activity for U.S. producers has only just begun. We expect demand for frac services to increase in the second half of 2020, but to remain muted relative to historical levels.

 

U.S. Well Services is well positioned to redeploy idled fleets in a recovering market environment, as customers high-grade their service providers to capitalize on best-in-class service quality, safety performance and technological innovation. The rationalization of the Company’s cost structure over the last two quarters provides U.S. Well Services with significant flexibility as well as an improved ability to generate profits amidst challenging market conditions.

 

Second Quarter 2020 Financial Summary

 

Revenue for the second quarter of 2020 decreased 64% to $39.8 million versus $112.0 million in the first quarter of 2020, driven by a sharp decrease in activity levels resulting from the COVID-19 pandemic. U.S. Well Services averaged 4.3 active fleets during the quarter, as compared to 10.7 for the first quarter of 2020. Utilization of the Company’s active fleets averaged 79% during the second quarter, resulting in a fully-utilized equivalent of 3.4 fleets. This compares to 84% utilization and a fully-utilized equivalent of 8.9 fleets for the first quarter of 2020.

 

Costs of services, excluding depreciation and amortization, for the second quarter of 2020 decreased to $29.0 million from $85.2 million during the first quarter of 2020, primarily as a result of reduced activity levels, continued customer self-sourcing of consumables and a benefit from the proactive cost cutting initiatives implemented by the Company beginning in the first quarter of 2020.

 

Selling, general and administrative expense (“SG&A”) decreased to $5.2 million in the second quarter of 2020 from $19.1 million in the first quarter of 2020. Excluding stock-based compensation and non-recurring transaction costs, SG&A in the second quarter of 2020 was $4.1 million compared to $8.4 million in the first quarter of 2020. This sequential decrease was primarily attributable to the reduction in compensation and professional fees.

 

Net loss attributable to the Company decreased sequentially to $18.1 million in the second quarter of 2020 from $172.4 million in the first quarter of 2020. Adjusted EBITDA decreased 34% in the second quarter of 2020 to $8.5 million from $12.7 million in the first quarter of 2020. Annualized Adjusted EBITDA per fully-utilized fleet was $10.0 million. Adjusted EBITDA margin increased to 21% from 11% in the first quarter of 2020.(1)

  2

 

Operational Highlights

 

U.S. Well Services exited the second quarter with 4 active frac fleets, of which three were new-generation electric fleets. Two of our fleets were working in the Appalachian Basin, one fleet was in the Eagle Ford and one fleet was in the Permian Basin. The Company recently redeployed a new-generation electric frac fleet to work for a previous customer in the Permian Basin, and now has all of its new-generation electric frac fleets working.

 

U.S. Well Services’ operating efficiency increased sequentially, with stage count per fully-utilized fleet increasing by approximately 2%, completing 1,957 frac stages during the second quarter of 2020, or 576 stages per fully-utilized fleet, as compared to 5,006 frac stages, or 562 stages per fully-utilized fleet, during the first quarter of 2020. Pumping hours per day decreased approximately 6% sequentially. USWS pumped for 3,158 hours during 267 frac days, as compared to 9,631 hours during 742 frac days in the first quarter of 2020.

 

U.S. Well Services continues to be the market leader in electric fracturing, with 14,667 electric fracturing stages completed since the deployment of our first Clean Fleet® in 2014. The Company continued to expand its intellectual property portfolio during the second quarter, and currently has 38 patents, with 149 patents pending.

 

Balance Sheet and Capital Spending

 

As of June 30, 2020, total liquidity was $13.4 million, consisting of $3.9 million of cash on the Company’s balance sheet and $9.5 million of availability under the Company’s asset-backed revolving credit facility, and net debt was $261.3 million.

 

Capital expenditures, on an accrual basis, were $4.0 million during the second quarter of 2020. The capital expenditures consisted of $0.5 million for growth initiatives and $3.5 million for maintenance capital expenditures, which equates to an annualized rate of $4.2 million per fully-utilized fleet.

 

Conference Call Information

 

The Company will host a conference call at 10:00 am Central / 11:00 am Eastern Time on Thursday, August 6, 2020 to discuss financial and operating results for the second quarter of 2020 and recent developments. This call will also be webcast and an investor presentation will be available on U.S. Well Services’ website at http://ir.uswellservices.com/events-and-presentations/events. To access the conference call, please dial 201-389-0872 and ask for the U.S. Well Services call at least 10 minutes prior to the start time or listen to the call live over the Internet by logging on to the Company’s website from the link above. A telephonic replay of the conference call will be available through August 13, 2020 and may be accessed by calling 201-612-7415 using passcode 13707596#.  A webcast archive will also be available at the link above shortly after the call and will be accessible for approximately 90 days. 

  3

 

About U.S. Well Services, Inc.

 

U.S. Well Services, Inc. is a leading provider of hydraulic fracturing services and a market leader in electric fracture stimulation. The Company’s patented electric frac technology provides one of the first fully electric, mobile well stimulation systems powered by locally supplied natural gas including field gas sourced directly from the wellhead. The Company’s electric frac technology dramatically decreases emissions and sound pollution while generating exceptional operational efficiencies including significant customer fuel cost savings versus conventional diesel fleets. For more information visit: www.uswellservices.com. The information on our website is not part of this release.

 

Forward-Looking Statements

 

The information above includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included herein concerning, among other things, availability under the Company’s credit facilities, benefits obtained from the Company’s strategic financing transactions, the Company’s financial position and liquidity, business strategy and objectives for future operations, results of discussions with potential customers, benefits obtained from the Company’s patent-pending PowerPath technology, potential new contract opportunities and planned deployment and operation of fleets, are forward-looking statements. These forward-looking statements may be identified by their use of terms and phrases such as “may,” “expect,” “guidance,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” “target” and similar terms and phrases. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. These forward-looking statements represent the Company’s current expectations or beliefs concerning future events, and it is possible that the results described in this release will not be achieved. These forward-looking statements are subject to certain risks, uncertainties and assumptions, including those identified in this release or disclosed from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”). Factors that could cause actual results to differ from the Company’s expectations include changes in market conditions, changes in commodity prices, changes in supply and demand for oil and gas, changes in demand for our services, availability of financing and capital, the Company’s liquidity, the Company’s compliance with covenants under its credit agreements, actions by customers and potential customers, geopolitical events, availability of equipment and personnel and other factors described in the Company’s public disclosures and filings with the SEC, including those described under “Risk Factors” in our annual report on Form 10-K filed on March 5, 2020 and in our quarterly reports on Form 10-Q. As a result of these factors, actual results may differ materially from those indicated or implied by forward-looking statements.

 

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

- Tables to Follow -

 

  4

 

 

U.S. WELL SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and amounts in thousands except for active fleets and per share amounts)

 

   Three Months Ended  Six Months Ended
   June 30,  March 31,  June 30,
   2020  2019  2020  2020  2019
                
Statement of Operations Data:                         
Revenue  $39,837   $151,419   $112,035   $151,872   $291,190 
Costs and expenses:                         
Cost of services (excluding depreciation and amortization)   29,011    107,369    85,153    114,165    217,048 
Depreciation and amortization   17,358    40,322    32,008    49,366    78,165 
Selling, general and administrative expenses   5,220    7,638    19,058    24,277    16,258 
Impairment loss on long-lived assets   -    -    147,543    147,543    - 
Loss on disposal of assets   853    4,003    4,244    5,097    10,908 
Income (loss) from operations   (12,605)   (7,913)   (175,971)   (188,576)   (31,189)
Interest expense, net   (5,661)   (7,820)   (7,952)   (13,613)   (12,935)
Loss on extinguishment of debt   -    (12,558)   -    -    (12,558)
Other income   45    1,686    6    51    1,712 
Loss before income taxes   (18,221)   (26,605)   (183,917)   (202,138)   (54,970)
Income tax expense   13    306    (750)   (737)   430 
Net loss   (18,234)   (26,911)   (183,167)   (201,401)   (55,400)
Net loss attributable to noncontrolling interest   (97)   (5,432)   (10,800)   (10,897)   (11,649)
Net loss attributable to U.S. Well Services, Inc.   (18,137)   (21,479)   (172,367)   (190,504)   (43,751)
Dividends accrued on Series A preferred stock   (1,845)   (660)   (1,751)   (3,596)   (660)
Dividends accrued on Series B preferred stock   (666)   -    -    (666)   - 
Deemed and imputed dividends on Series A preferred stock   (4,504)   (1,560)   (6,249)   (10,753)   (1,560)
Net loss attributable to U.S. Well Services, Inc. common stockholders  $(25,152)  $(23,699)  $(180,367)  $(205,519)  $(45,971)
                          
Net lost attributable to U.S. Well Services, Inc. stockholders per common share:                     
Basic and diluted   (0.38)   (0.46)   (3.00)   (3.25)   (0.92)
Weighted average common shares outstanding:                         
Basic and diluted   65,011    49,846    58,620    61,815    48,631 
                          
Other Financial and Operational Data                         
Capital Expenditures (1)   3,993    87,645    23,302    27,295    242,756 
Adjusted EBITDA (2)   8,466    42,584    12,748    21,214    70,568 
Average Active Fleets   4.3    11.3    10.7    7.5    11.2 

                   
(1) Capital expenditures presented above are shown on an accrual basis, including capital expenditures in accounts payable, accrued liabilities and under equipment financing arrangements.      
       
(2) Adjusted EBITDA is a Non-GAAP Financial Measure. See the tables entitled "Reconciliation and Calculation of Non-GAAP Financial and Operational Measures" below.

 

  5

 

 

U.S. WELL SERVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, amounts in thousands except share and per share amounts)
       
    
   June 30, 2020  December 31, 2019
ASSETS          
CURRENT ASSETS:          
Cash and cash equivalents  $3,423   $33,794 
Restricted cash   519    7,610 
Accounts receivable (net of allowance for doubtful accounts of $9,000 and $22 as of June 30, 2020 and December 31, 2019, respectively)   38,459    79,542 
Inventory, net   7,779    9,052 
Prepaids and other current assets   9,590    13,332 
Total current assets   59,770    143,330 
Property and equipment, net   258,729    441,610 
Intangible assets, net   13,937    21,826 
Goodwill   4,971    4,971 
Deferred financing costs, net   1,425    1,045 
TOTAL ASSETS  $338,832   $612,782 
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)          
CURRENT LIABILITIES:          
Accounts payable  $48,427   $70,170 
Accrued expenses and other current liabilities   13,075    40,481 
Notes payable   3,959    8,068 
Current portion of long-term equipment financing   3,424    5,564 
Current portion of long-term capital lease obligation   7,658    10,474 
Current portion of long-term debt   -    6,250 
Total current liabilities   76,543    141,007 
Long-term equipment financing   11,129    10,501 
Long-term debt   239,065    274,391 
Other long-term liabilities   1,332    215 
TOTAL LIABILITIES   328,069    426,114 
           
MEZZANINE EQUITY          
Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share; 55,000 shares authorizes, issued and outstanding as of June 30, 2020 and December 31, 2019; aggregate liquidation preference of $62,646 and $59,050 as of June 30, 2020 and December 31, 2019, respectively   53,277    38,928 
           
Series B Redeemable Convertible Preferred Stock, par value $0.0001 per share; 22,050 shares authorized, issued and outstanding as of June 30, 2020; aggregate liquidation preference of $22,716 as of June 30, 2020   21,312    - 
           
STOCKHOLDERS' EQUITY (DEFICIT)          
Class A Common Stock, par value of $0.0001 per share; 400,000,000 shares authorized; 68,361,213 shares and 62,857,624 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively   7    5 
Class B Common Stock, par value of $0.0001 per share; 20,000,000 shares authorized; 5,014,897 shares and 5,500,692 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively   -    1 
Additional paid in capital   237,872    248,302 
Accumulated deficit   (301,705)   (111,201)
Total stockholders' equity (deficit) attributable to U.S. Well Services, Inc.   (63,826)   137,107 
Noncontrolling interest   -    10,633 
Total Stockholders' Equity (Deficit)   (63,826)   147,740 
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)  $338,832   $612,782 

 

  6

 

 

U.S. WELL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2020 AND 2020
(unaudited and amounts in thousands)
       
   2020  2019
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(201,401)  $(55,400)
Adjustments to reconcile net loss to cash provided by operating activities:          
Depreciation and amortization   49,366    78,165 
Impairment of long-lived assets   147,543    - 
Provision for losses on accounts receivable   9,031    285 
Loss on disposal of assets   5,097    10,908 
Share-based compensation expense   3,481    3,366 
Loss on extinguishment of debt   -    12,558 
Other noncash items   2,331    1,855 
Changes in working capital   6,065    (37,726)
Net cash provided by operating activities   21,513    14,011 
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchase of property and equipment   (40,756)   (144,889)
Proceeds from sale of property and equipment   15,036    - 
Net cash used in investing activities   (25,720)   (144,889)
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from issuance of revolving credit facility   11,250    49,025 
Repayments of revolving credit facility   (33,381)   (65,000)
Proceeds from issuance of long-term debt   -    285,000 
Repayments of long-term debt   (2,500)   (75,000)
Loss on extinguishment of debt   -    (6,560)
Repayments of note payable   (4,109)   (4,387)
Repayments of amounts under equipment financing   (1,513)   (63,186)
Principal payments under finance lease obligation   (2,816)   (8,389)
Proceeds from issuance of preferred stock and warrants, net   19,875    54,524 
Deferred financing costs   (20,061)   (13,451)
Net cash provided (used) by financing activities   (33,255)   152,576 
Net increase (decrease) in cash and cash equivalents and restricted cash   (37,462)   21,698 
Cash and cash equivalents and restricted cash, beginning of period   41,404    30,036 
Cash and cash equivalents and restricted cash, end of period  $3,942   $51,734 

 

  7

 

Non-GAAP Financial Measures

 

The Company reports its financial results in accordance with GAAP. The Company believes, however, that certain non-GAAP performance measures allow external users of its consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, to more effectively evaluate its operating performance and compare the results of its operations from period to period and against the Company’s peers without regard to the Company’s financing methods, hedging positions or capital structure. Additionally, the Company believes the use of certain non-GAAP measures highlights trends in the Company’s business that may not otherwise be apparent when relying solely on GAAP measures.

 

Reconciliation of Net Income to Adjusted EBITDA

 

EBITDA and Adjusted EBITDA are non-GAAP financial measures and should not be considered as a substitute for net income (loss), operating income (loss) or any other performance measure derived in accordance with GAAP or as an alternative to net cash provided by operating activities as a measure of the Company’s profitability or liquidity. The Company’s management believes EBITDA and Adjusted EBITDA are useful because they allow external users of its consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, to more effectively evaluate the Company’s operating performance, compare the results of its operations from period to period and against the Company’s peers without regard to the Company’s financing methods, hedging positions or capital structure and because it highlights trends in the Company’s business that may not otherwise be apparent when relying solely on GAAP measures. The Company believes EBITDA and Adjusted EBITDA are important supplemental measures of its performance that are frequently used by others in evaluating companies in its industry. Because EBITDA and Adjusted EBITDA exclude some, but not all, items that affect net income (loss) and may vary among companies, the EBITDA and Adjusted EBITDA that the Company presents may not be comparable to similarly titled measures of other companies.

 

The Company defines EBITDA as earnings before interest, income taxes, depreciation and amortization. The Company defines Adjusted EBITDA as EBITDA excluding the following: loss on disposal of assets; share-based compensation; impairments; and other items that the Company believes to be non-recurring in nature. The Company defines Adjusted EBITDA margin as Adjusted EBITDA as a percentage of Revenue.

 

  8

 

U.S. WELL SERVICES, INC.

RECONCILIATION OF NET INCOME (GAAP) TO EBITDA AND ADJUSTED EBITDA (NON-GAAP)

(unaudited, amounts in thousands)

 

   Three Months Ended  Six Months Ended
   June 30,  March 31,  June 30,
   2020  2019  2020  2020  2019
Net loss  $(18,234)  $(26,911)  $(183,167)  $(201,401)  $(55,400)
Interest expense, net   5,661    7,820    7,952    13,613    12,935 
Income tax expense   13    306    (750)   (737)   430 
Depreciation and amortization   17,358    40,322    32,008    49,366    78,165 
EBITDA   4,798    21,537    (143,957)   (139,159)   36,130 
Loss on disposal of assets (a)   853    4,003    4,244    5,097    10,908 
Share based compensation (b)   1,403    2,307    2,078    3,481    3,366 
Impairment loss (c)   -    -    147,543    147,543    - 
Fleet start-up, relocation and reactivation costs (d)   573    3,170    -    573    7,162 
Restructuring and transaction related costs (e)   -    303    -    -    1,738 
Severance and Business Restructuring (f)   839    -    2,840    3,679    - 
Loss on extinguishment of debt (g)   -    12,558    -    -    12,558 
Fleet 6 fire (h)   -    (1,294)   -    -    (1,294)
Adjusted EBITDA  $8,466   $42,584   $12,748   $21,214   $70,568 

 
(a) Represents net losses on the disposal of property and equipment.
 
(b) Represents non-cash share-based compensation.
 
(c) Represents non-cash impairment charge on long-lived assets
 
(d) Represents costs related to the start-up, relocation and / or reactivation of hydraulic fracturing fleets.
 
(e) Represents third-party professional fees and other costs including costs related to financing transactions, the capital restructuring and the potential sale of U.S. Well Services, LLC.
 
(f) Represents severance and restructuring cost related to reductions in force and facility closures
 
(g) Represents costs related to debt extinguishment.
 
(h) Represents insurance reimbursement of costs related to a fleet fire previously reported as an add-back.
 

 

9