Annual report pursuant to Section 13 and 15(d)

Document And Entity Information

v3.21.1
Document And Entity Information - USD ($)
12 Months Ended
Dec. 31, 2020
Mar. 02, 2021
Jun. 30, 2020
Document Information [Line Items]      
Document Type 10-K/A    
Amendment Flag true    
Amendment Description This Amendment No. 1 to the Annual Report on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of U.S. Well Services, Inc. (the “Company,” “we,” “us” or “our”) for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 11, 2021 (the “Original Form 10-K”). This Amendment restates the Company’s previously issued consolidated financial statements as of and for the years ended December 31, 2020, 2019 and 2018, and for the interim periods within the years ended December 31, 2020 and 2019 (collectively, the “Affected Periods”). The correction to the financial statements made in connection with the restatement involves only non-cash adjustments.   On April 12, 2021, the Staff of the SEC (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities of the entity measured at fair value, with changes in fair value each reporting period in earnings, as opposed to being treated as equity. Following the issuance of the SEC Staff Statement, on May 11, 2021, the Audit Committee of our Board of Directors, after considering the recommendation of and consultation with management and Company’s independent registered public accounting firm, concluded that the Company’s previously issued audited consolidated financial statements included in the Company’s previously filed Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q for the Affected Periods should be restated to reflect the impact of the SEC Staff Statement and accordingly, should no longer be relied upon. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations and similar communications of the Company describing the Company’s financial results for the Affected Periods should no longer be relied upon. The Company issued public warrants and private placement warrants (collectively, the “public and private placement warrants”) in connection with its initial public offering in November 2018. Additionally, the Company issued warrants to certain institutional investors in connection with its private placement of Series A Preferred Stock on May 24, 2019 (the “Series A warrants,” and together with the public and private placement warrants, the “warrants”). The Company accounted for the warrants as equity based on its initial evaluation of the accounting treatment for the warrants and believed its positions to be appropriate at those times. As a result of the SEC Staff Statement, the Company has determined that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s consolidated statements of operations each reporting period pursuant to Accounting Standards Codification Topic 815, Derivatives and Hedging.   The change in accounting for the warrants did not have any impact on the Company’s previously reported revenues, operating income, or non-GAAP financial measures, Adjusted EBITDA and Adjusted EBITDA margin, for any of the Affected Periods.   The Company is amending and restating, in this Amendment, its financial statements for the following periods:     • audited consolidated financial statements as of and for the years ended December 31, 2020, 2019 and 2018;   • unaudited interim financial information as of and for the three months ended March 31, 2020 and 2019;   • unaudited interim financial information as of and for the three and six months ended June 30, 2020 and 2019; and   • unaudited interim financial information as of and for the three and nine months ended September 30, 2020 and 2019, in each case to reflect the change in accounting treatment (collectively, the “Restatement”).   This Amendment presents the Original Form 10-K, amended and restated with modifications as necessary to reflect the Restatement. The following items have been amended to reflect the Restatement:     • Part I, Item 1A. Risk Factors.   • Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.   • Part II, Item 8. Financial Statements and Supplementary Data.   • Part II, Item 9A. Controls and Procedures.   • Part IV, Item 15. Exhibits, Financial Statement Schedules.   In addition, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is also including with this Amendment currently dated certifications of the Company’s Chief Executive Officer and Principal Financial Officer (attached as Exhibits 31.1, 31.2, 32.1, and 32.2).   Refer to Note 2 to the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Amendment for additional information on the Restatement and the related financial statement effects.   Refer to Part II, Item 9A. “Controls and Procedures” of this Amendment for a discussion of management’s consideration of our disclosure controls and procedures, internal control over financial reporting, and the identified material weakness in our internal control over financial reporting related to the accounting for a significant and unusual transaction related to the warrants.     The Company has not amended its previously filed Annual Reports on Form 10-K for the years ended December 31, 2019 or 2018 or its previously filed Quarterly Reports on Form 10-Q for the interim periods within the years ended December 31, 2020 and 2019. The financial information that has been previously filed or otherwise reported in such previously filed reports is superseded by the information in this Amendment, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. In order to preserve the nature and character of the disclosures set forth in the Original Form 10-K, this Amendment speaks as of the date of the filing of the Original Form 10-K and the disclosures contained in this Amendment have not been updated to reflect events occurring subsequent to that date, other than those associated with the Restatement as described above. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Form 10-K, and such forward looking statements should be read in their historical context.    
Document Period End Date Dec. 31, 2020    
Document Fiscal Year Focus 2020    
Document Fiscal Period Focus FY    
Entity Registrant Name U.S. WELL SERVICES, INC.    
Entity Central Index Key 0001670349    
Current Fiscal Year End Date --12-31    
Entity Well-known Seasoned Issuer No    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company true    
Entity Ex Transition Period false    
ICFR Auditor Attestation Flag false    
Entity Shell Company false    
Entity File Number 001-38025    
Entity Public Float     $ 21,639,925
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 81-1847117    
Entity Address, Address Line One 1360 Post Oak Boulevard    
Entity Address, Address Line Two Suite 1800    
Entity Address, City or Town Houston    
Entity Address, State or Province TX    
Entity Address, Postal Zip Code 77056    
City Area Code 832    
Local Phone Number 562-3730    
Entity Interactive Data Current Yes    
Document Annual Report true    
Document Transition Report false    
Documents Incorporated by Reference

Certain information required to be disclosed in Part III of this report is incorporated by reference from the registrant’s definitive proxy statement or an amendment to this report, which will be filed with the SEC not later than 120 days after the end of the fiscal year covered by this report.

 

 

   
Common Class A [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   83,600,445  
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   2,296,525  
Warrants [Member]      
Document Information [Line Items]      
Title of each class WARRANTS    
Trading Symbol USWSW    
Name of each exchange on which registered NASDAQ