August 4, 2022 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 10-Q

______________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38035

______________________________

ProPetro Holding Corp.

(Exact name of registrant as specified in its charter)

______________________________


Delaware						26-3685382
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1706 South Midkiff,

Midland, Texas 79701

(Address of principal executive offices)

(432) 688-0012

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	PUMP	New York Stock Exchange
Preferred Stock Purchase Rights	N/A	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of the registrant’s common shares, par value $0.001 per share, outstanding at July 31, 2022, was 104,344,370.

PROPETRO HOLDING CORP.

TABLE OF CONTENTS


		Page
	Cautionary Note Regarding Forward-Looking Statements	ii

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of June 30 , 2022 and December 31, 2021	1
	Condensed Consolidated Statements of Operations for the three and six months ended June 3 0 , 2022 and 2021	2
	Condensed Consolidated Statements of Shareholders' Equity for the three and six months ended June 3 0 , 2022 and 2021	3
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30 , 2022 and 2021	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	33

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
	Signatures	36

-i-

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this "Form 10-Q") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts contained in this Form 10-Q are forward-looking statements. Forward-looking statements are all statements other than statements of historical facts, and give our expectations or forecasts of future events as of the effective date of this Form 10-Q. Words such as "may," "could," "plan," "project," "budget," "predict," "pursue," "target," "seek," "objective," "believe," "expect," "anticipate," "intend," "estimate," "will," "should" and similar expressions are generally to identify forward-looking statements. These statements include, but are not limited to statements about our business strategy, industry, future profitability and future capital expenditures. Such statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those implied or projected by the forward-looking statements. Factors that could cause our actual results to differ materially from those contemplated by such forward-looking statements include:

•the severity and duration of current world health events and armed conflict, including the coronavirus ("COVID-19") pandemic and the Russian-Ukraine war and associated repercussions to supply and demand for oil and gas and the economy generally;

•the actions taken by the members of the Organization of the Petroleum Exporting Countries ("OPEC") and Russia (together with OPEC and other allied producing countries, "OPEC+") with respect to oil production levels and announcements of potential changes in such levels, including the ability of the OPEC+ countries to agree on and comply with supply limitations;

•actions taken by the Biden Administration, such as executive orders or new regulations, that may negatively impact the future production of oil and natural gas in the United States and may adversely affect our future operations;

•the level of production and resulting market prices for crude oil, natural gas and other hydrocarbons;

•changes in general economic and geopolitical conditions, including the rate of inflation and potential economic recession;

•the effects of existing and future laws and governmental regulations (or the interpretation thereof) on us and our customers;

•cost increases and supply chain constraints related to our services;

•competitive conditions in our industry;

•our ability to attract and retain employees;

•changes in the long-term supply of, and demand for, oil and natural gas;

•actions taken by our customers, suppliers, competitors and third-party operators and the possible loss of customers or work to our competitors;

•technological changes, including lower emissions oilfield services equipment and similar advancements;

•changes in the availability and cost of capital;

•our ability to successfully implement our business plan;

•large or multiple customer defaults, including defaults resulting from actual or potential insolvencies;

•the effects of consolidation on our customers or competitors;

•the price and availability of debt and equity financing (including changes in interest rates) for the Company and our customers;

•our ability to complete growth projects on time and on budget;

•operational challenges relating to the COVID-19 pandemic and efforts to mitigate the spread of the virus, including logistical challenges, protecting the health and well-being of our employees, remote work arrangements, performance of contracts and supply chain disruptions;

•changes in our tax status;

•regulatory and related policy actions intended by federal, state and/or local governments to reduce fossil fuel use and associated carbon emissions, or to drive the substitution of renewable forms of energy for oil and gas, may over time reduce demand for oil and gas and therefore the demand for our services;

-ii-

•new or expanded regulations that materially limit our customers’ access to federal and state lands for oil and gas development, thereby reducing demand for our services in the affected areas;

•growing demand for electric vehicles that result in reduced demand for gasoline and therefore the demand for our services;

•our ability to successfully implement technological developments and enhancements, including our new Tier IV DGB equipment, and other lower-emissions equipment we may acquire or that may be sought by our customers;

•operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control, which risks may be self-insured, or may not be fully covered under our insurance programs;

•acts of terrorism, war or political or civil unrest in the United States or elsewhere;

•the effects of current and future litigation, including the Logan Lawsuit; and

•the potential impact on our business and stock price of any announcements regarding the Logan Lawsuit.

Whether actual results and developments will conform with our expectations and predictions contained in forward-looking statements is subject to a number of risks and uncertainties which could cause actual results to differ materially from such expectations and predictions, including, without limitation, in addition to those specified in the text surrounding such statements, the risks described under Part II, Item 1A, "Risk Factors" in this Form 10-Q and elsewhere throughout this report, the risks described under Part I, Item 1A, "Risk Factors" in our Form 10-K for the year ended December 31, 2021, filed with the SEC (the "Form 10-K") and elsewhere throughout that report, and other risks, many of which are beyond our control.

Readers are cautioned not to place undue reliance on our forward-looking statements, which are made as of the date of this Form 10-Q. We do not undertake, and expressly disclaim, any duty to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws. Investors are also advised to carefully review and consider the various risks and other disclosures discussed in our SEC reports, including the risk factors described in the Form 10-K.

-iii-

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PROPETRO HOLDING CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)


	June 30, 2022		December 31, 2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	69,789	$	111,918
Accounts receivable - net of allowance for credit losses of $217 and $217, respectively	182,026		128,148
Inventories	3,491		3,949
Prepaid expenses	3,493		6,752
Other current assets	202		297
Total current assets	259,001		251,064
PROPERTY AND EQUIPMENT - net of accumulated depreciation	806,513		808,494
OPERATING LEASE RIGHT-OF-USE ASSETS	755		409
OTHER NONCURRENT ASSETS:
Other noncurrent assets	1,354		1,269
Total other noncurrent assets	1,354		1,269
TOTAL ASSETS	$	1,067,623	$	1,061,236

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	170,145	$	152,649
Operating lease liabilities	588		369
Accrued and other current liabilities	22,925		20,767
Total current liabilities	193,658		173,785
DEFERRED INCOME TAXES	56,732		61,052
NONCURRENT OPERATING LEASE LIABILITIES	197		97
Total liabilities	250,587		234,934
COMMITMENTS AND CONTINGENCIES (Note 10)
SHAREHOLDERS’ EQUITY:
Preferred stock, $0.001 par value, 30,000,000 shares authorized, none issued, respectively	—		—
Common stock, $0.001 par value, 200,000,000 shares authorized, 104,308,413 and 103,437,177 shares issued, respectively	104		103
Additional paid-in capital	856,605		844,829
Accumulated deficit	(39,673)		(18,630)
Total shareholders’ equity	817,036		826,302
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,067,623	$	1,061,236

See notes to condensed consolidated financial statements.

-1-

PROPETRO HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
REVENUE - Service revenue	$	315,083	$	216,887	$	597,763	$	378,345
COSTS AND EXPENSES
Cost of services (exclusive of depreciation and amortization)	218,813		162,837		416,083		286,215
General and administrative (inclusive of stock-based compensation)	25,135		17,529		56,842		37,731
Depreciation and amortization	31,462		33,243		63,317		66,721
Impairment expense	57,454		—		57,454		—
Loss on disposal of assets	22,485		15,025		38,603		28,076
Total costs and expenses	355,349		228,634		632,299		418,743
OPERATING INCOME (LOSS)	(40,266)		(11,747)		(34,536)		(40,398)
OTHER INCOME (EXPENSE):
Interest expense	(669)		(159)		(803)		(335)
Other income (expense)	6		(302)		10,364		1,487
Total other income (expense)	(663)		(461)		9,561		1,152
INCOME (LOSS) BEFORE INCOME TAXES	(40,929)		(12,208)		(24,975)		(39,246)
INCOME TAX (EXPENSE) BENEFIT	8,069		3,697		3,932		10,360
NET INCOME (LOSS)	$	(32,860)	$	(8,511)	$	(21,043)	$	(28,886)

NET INCOME (LOSS) PER COMMON SHARE:
Basic	$	(0.32)	$	(0.08)	$	(0.20)	$	(0.28)
Diluted	$	(0.32)	$	(0.08)	$	(0.20)	$	(0.28)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic	104,236		102,398		103,961		101,976
Diluted	104,236		102,398		103,961		101,976

See notes to condensed consolidated financial statements.

-2-

PROPETRO HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands)

(Unaudited)


	Six Months Ended June 30, 2022
	Common Stock
	Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Total
BALANCE - January 1, 2022	103,437	$	103	$	844,829	$	(18,630)	$	826,302
Stock-based compensation cost	—	—		11,364		—		11,364
Issuance of equity awards, net	562	1		419		—		420
Tax withholdings paid for net settlement of equity awards	—	—		(2,691)		—		(2,691)
Net income (loss)	—	—		—		11,817		11,817
BALANCE - March 31, 2022	103,999	$	104	$	853,921	$	(6,813)	$	847,212
Stock-based compensation cost	—	—		3,458		—		3,458
Issuance of equity awards, net	309	—		321		—		321
Tax withholdings paid for net settlement of equity awards	—	—		(1,095)		—		(1,095)
Net income (loss)	—	—		—		(32,860)		(32,860)
BALANCE - June 30, 2022	104,308	$	104	$	856,605	$	(39,673)	$	817,036


	Six Months Ended June 30, 2021
	Common Stock
	Shares	Amount		Additional Paid-In Capital		Retained Earnings		Total
BALANCE - January 1, 2021	100,913	$	101	$	835,115	$	35,555	$	870,771
Stock-based compensation cost	—	—		2,487		—		2,487
Issuance of equity awards, net	1,145	1		(1)		—		—
Tax withholdings paid for net settlement of equity awards	—	—		(5,614)		—		(5,614)
Net income (loss)	—	—		—		(20,375)		(20,375)
BALANCE - March 31, 2021	102,058	$	102	$	831,987	$	15,180	$	847,269
Stock-based compensation cost	—	—		2,909		—		2,909
Issuance of equity awards, net	1,169	1		(1)		—		—
Tax withholdings paid for net settlement of equity awards	—	—		(159)		—		(159)
Proceeds from exercise of stock awards	—	—		3,235		—		3,235
Net income (loss)	—	—		—		(8,511)		(8,511)
BALANCE - June 30, 2021	103,227	$	103	$	837,971	$	6,669	$	844,743

See notes to condensed consolidated financial statements.

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PROPETRO HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(21,043)	$	(28,886)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	63,317		66,721
Impairment expense	57,454		—
Deferred income tax expense (benefit)	(4,321)		(10,360)
Amortization of deferred debt issuance costs	655		269
Stock-based compensation	14,822		5,396
Provision for credit losses	—		140
Loss on disposal of assets	38,603		28,076
Changes in operating assets and liabilities:
Accounts receivable	(53,878)		(53,762)
Other current assets	561		325
Inventories	457		89
Prepaid expenses	3,343		7,711
Accounts payable	(426)		44,933
Accrued and other current liabilities	3,764		828
Net cash provided by operating activities	103,308		61,480
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(144,519)		(52,187)
Proceeds from sale of assets	2,951		1,267
Net cash used in investing activities	(141,568)		(50,920)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of insurance financing	—		(4,093)
Payment of debt issuance costs	(824)		—
Proceeds from exercise of equity awards	741		3,235
Tax withholdings paid for net settlement of equity awards	(3,786)		(5,773)
Net cash used in financing activities	(3,869)		(6,631)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(42,129)		3,929
CASH AND CASH EQUIVALENTS - Beginning of period	111,918		68,772
CASH AND CASH EQUIVALENTS - End of period	$	69,789	$	72,701

See notes to condensed consolidated financial statements.

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PROPETRO HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Basis of Presentation

The accompanying condensed consolidated financial statements of ProPetro Holding Corp. and its subsidiary (the "Company," "we," "us" or "our") have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission ("SEC") for interim financial information and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for annual financial statements. Those adjustments (which consisted of normal recurring accruals) that are, in the opinion of management, necessary for a fair presentation of the results of the interim periods have been made. Results of operations for such interim periods are not necessarily indicative of the results of operations for a full year due to changes in market conditions and other factors. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021, included in our Form 10-K filed with the SEC (our "Form 10-K").

Revenue Recognition

The Company’s services are sold based upon contracts with customers. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The following is a description of the principal activities, aggregated into our one reportable segment—"Pressure Pumping," and "all other" category, from which the Company generates its revenue.

Pressure Pumping — Pressure pumping consists of downhole pumping services, which includes hydraulic fracturing (inclusive of acidizing services) and cementing.

Hydraulic fracturing is a well-stimulation technique intended to optimize hydrocarbon flow paths during the completion phase of shale wellbores. The process involves the injection of water, sand and chemicals under high pressure into shale formations. Our hydraulic fracturing contracts with our customers have one performance obligation, which is the contracted total stages, satisfied over time. We recognize revenue over time using a progress output, unit-of-work performed method, which is based on the agreed fixed transaction price and actual stages completed. We believe that recognizing revenue based on actual stages completed faithfully depicts how our hydraulic fracturing services are transferred to our customers over time. In addition, certain of our hydraulic fracturing equipment is entitled to reservation or idle fee charges if a customer were to reserve or idle committed hydraulic fracturing equipment. The Company recognizes revenue related to idle or reservation fee charges on a daily basis or monthly as the performance obligations are met.

Acidizing, which is part of our hydraulic fracturing operating segment, involves a well-stimulation technique where acid or similar chemicals are injected under pressure into formations to form or expand fissures. Our acidizing contracts have one performance obligation, satisfied at a point-in-time, upon completion of the contracted service or sale of the acid or chemical when control is transferred to the customer. Jobs for these services are typically short term in nature, with most jobs completed in less than a day. We recognize acidizing revenue at a point-in-time, upon completion of the performance obligation.

Our cementing services use pressure pumping equipment to deliver a slurry of liquid cement that is pumped down a well between the casing and the borehole. Our cementing contracts have one performance obligation, satisfied at a point-in-time, upon completion of the contracted service when control is transferred to the customer. Jobs for these services are typically short term in nature, with most jobs completed in less than a day. We recognize cementing revenue at a point-in-time, upon completion of the performance obligation.

The transaction price for each performance obligation for all our pressure pumping services is fixed per our contracts with our customers.

All Other— All other consists of coiled tubing operations, which are downhole well completion/remedial services. The performance obligation for these services has a fixed transaction price which is satisfied at a point-in-time upon completion of the service when control is transferred to the customer. Accordingly, we recognize revenue at a point-in-time, upon completion of the service and transfer of control to the customer.

Accounts Receivable

Accounts receivables are stated at the amount billed and billable to customers. At June 30, 2022, and December 31, 2021, accrued revenue (unbilled receivable) included as part of our accounts receivable was $43.2 million and $19.4 million,

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PROPETRO HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Basis of Presentation (Continued)

respectively. At June 30, 2022, the transaction price allocated to the remaining performance obligation for our partially completed hydraulic fracturing operations was $36.8 million, which is expected to be completed and recognized within one month following the current period balance sheet date, in our pressure pumping reportable segment.

Allowance for Credit Losses

As of June 30, 2022, the Company had $0.2 million allowance for credit losses. Our allowance for credit losses is based on the evaluation of both our historic collection experience and the expected impact of any potential deteriorating economic conditions in the oil and gas industry. We evaluated the historic loss experience on our accounts receivable and also separately considered customers with receivable balances that could be negatively impacted by current economic developments and market conditions. While the Company has not experienced significant credit losses in the past and has not yet seen material changes to the payment patterns of its customers, the Company cannot predict with any certainty the degree to which the impacts of the COVID-19 pandemic, including the potential impact of periodically adjusted borrowing base limits, level of hedged production, or unforeseen well shut-downs may affect the ability of its customers to timely pay receivables when due. Accordingly, in future periods, the Company may revise its estimates of expected credit losses.

The table below shows a summary of allowance for credit losses during the six months ended June 30, 2022:


(in thousands)

Balance - January 1, 2022	$	217
Provision for credit losses during the period	—
Write-off during the period	—
Balance - June 30, 2022	$	217

Note 2 - Recently Issued Accounting Standards

Recently Issued Accounting Standards Adopted in 2022

In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU No. 2020-04, Reference Rate Reform, which provides temporary optional guidance to companies impacted by the transition away from the London Interbank Offered Rate ("LIBOR"). The guidance provides certain expedients and exceptions to applying GAAP in order to lessen the potential accounting burden when contracts, hedging relationships, and other transactions that reference LIBOR as a benchmark rate are modified. This guidance is effective upon issuance and expires on December 31, 2022. Effective January 1, 2022, we adopted this guidance, and the adoption did not materially affect the Company’s condensed consolidated financial statements.

Note 3 - Fair Value Measurement

Fair value ("FV") is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches and establishes a hierarchy for inputs used in measuring fair value that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used, when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions other market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the observability of inputs as follows:

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree of judgment.

Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

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PROPETRO HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 - Fair Value Measurement (Continued)

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued and other current liabilities, and long-term debt (if any). The estimated fair value of our financial instruments at June 30, 2022 and December 31, 2021, approximated or equaled their carrying values as reflected in our condensed consolidated balance sheets.

Assets Measured at Fair Value on a Nonrecurring Basis

Assets measured at fair value on a nonrecurring basis as of June 30, 2022 and December 31, 2021, respectively, are set forth below:


(In thousands)
			Estimated fair value measurements
	Balance		Quoted prices in active market (Level 1)		Significant other observable inputs (Level 2)		Significant other unobservable inputs (Level 3)		Total gains (losses)
June 30, 2022:
Property and equipment, net	$	11,341	$	—	$	—	$	11,341	$	(57,454)
December 31, 2021:
Property and equipment, net	$	—	$	—	$	—	$	—	$	—

Whenever events or circumstances indicate that the carrying value of long-lived assets may not be recoverable, the Company reviews the carrying value of long‑lived assets, such as property and equipment and other assets to determine if they are recoverable. If any long‑lived assets are determined to be unrecoverable, an impairment expense is recorded in the period. As part of the quarterly evaluation for the three months ended June 30, 2022, the Company determined after evaluating existing and new information available that the timely commercialization of its DuraStim® assets, which is included as part of our hydraulic fracturing operations, is no longer reasonably certain, and as such, certain DuraStim® assets may not be recoverable. Our DuraStim® assets are comprised of DuraStim® hydraulic fracturing pumps that utilize electric pressure pumping technology and other ancillary equipment. The Company's DuraStim® technology was first operationally tested at a customer wellsite in 2019, and the DuraStim® hydraulic fracturing pumps' performance did not meet the manufacturer's specifications or our expectations. Although the Company's equipment manufacturer was able to slightly improve the operational performance of the DuraStim® hydraulic fracturing pumps in subsequent tests performed in 2020 and 2021, the overall performance was not consistent with our customers' demands. Given current market conditions, incremental development cost, continued supply chain disruptions, inflation, and other factors impacting further development of our DuraStim® electric technology, the Company does not expect to deploy the equipment in its current form. During the three months ended June 30, 2022, the Company performed an impairment analysis on the DuraStim® hydraulic fracturing pumps that were deemed not recoverable, and compared the carrying value of the DuraStim® hydraulic fracturing pumps with its estimated fair value. The Company determined that the DuraStim® hydraulic fracturing pumps were impaired as the carrying value of the DuraStim® hydraulic fracturing pumps was greater than its estimated fair value. Accordingly, an impairment expense of approximately $57.5 million was recorded, in our pressure pumping reportable segment, for the three months ended June 30, 2022. At June 30, 2022, the estimated fair value of the DuraStim® hydraulic fracturing pumps of $11.3 million was determined using the cost approach, which represents a Level 3 in the fair value measurement hierarchy. Our fair value estimates required us to use significant other unobservable inputs, including assumptions related to replacement cost, among others. The carrying value of our DuraStim® hydraulic fracturing pumps prior to the impairment expense was approximately $68.8 million. No impairment of property and equipment was recorded during the six months ended June 30, 2021.

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PROPETRO HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 4 - Long-Term Debt

Asset-Based Loan ("ABL") Credit Facility

Our revolving credit facility, as amended in 2018, had a total borrowing capacity of $300.0 million (subject to the borrowing base limit), with a maturity date of December 19, 2023. The revolving credit facility had a borrowing base of 85% of monthly eligible accounts receivable less customary reserves, as redetermined monthly. The revolving credit facility, included a springing fixed charge coverage ratio to apply when excess availability was less than the greater of (i) 10% of the lesser of the facility size or the borrowing base or (ii) $22.5 million. Borrowings under this revolving credit facility accrued interest based on a three-tier pricing grid tied to availability, and we had the option to elect for loans to be based on either LIBOR or base rate, plus the applicable margin, which ranged from 1.75% to 2.25% for LIBOR loans and 0.75% to 1.25% for base rate loans, with a LIBOR floor of zero.

Effective April 13, 2022, the Company entered into an amendment and restatement of its revolving credit facility (as amended and restated, "ABL Credit Facility"). The ABL Credit Facility decreased the borrowing capacity to $150.0 million (subject to the Borrowing Base (as defined below) limit), with the maturity date extended to April 13, 2027. The ABL Credit Facility has a borrowing base of 85% to 90%, depending on the credit ratings of our accounts receivable counterparties, of monthly eligible accounts receivable less customary reserves (the "Borrowing Base"), as redetermined monthly. The Borrowing Base as of June 30, 2022, was approximately $120.5 million. The ABL Credit Facility includes a springing fixed charge coverage ratio to apply when excess availability is less than the greater of (i) 10% of the lesser of the facility size or the Borrowing Base or (ii) $10.0 million. Under this facility we are required to comply, subject to certain exceptions and materiality qualifiers, with certain customary affirmative and negative covenants, including, but not limited to, covenants pertaining to our ability to incur liens, indebtedness, changes in the nature of our business, mergers and other fundamental changes, disposal of assets, investments and restricted payments, amendments to our organizational documents or accounting policies, prepayments of certain debt, dividends, transactions with affiliates, and certain other activities. Borrowings under the ABL Credit Facility are secured by a first priority lien and security interest in substantially all assets of the Company. Borrowings under the ABL Credit Facility accrue interest based on a three-tier pricing grid tied to availability, and we may elect for loans to be based on either the Secured Overnight Financing Rate ("SOFR") or the base rate, plus the applicable margin, which ranges from 1.50% to 2.00% for SOFR loans and 0.50% to 1.00% for base rate loans.

The loan origination costs relating to the ABL Credit Facility are classified as an asset in our balance sheet. There were no borrowings under the revolving credit facility as of June 30, 2022 and December 31, 2021.

Note 5 - Reportable Segment Information

The Company has three operating segments for which discrete financial information is readily available: hydraulic fracturing (inclusive of acidizing), cementing and coiled tubing. These operating segments represent how the Chief Operating Decision Maker evaluates performance and allocates resources.

In December 2021, the Company disposed of two turbine generators included in our pressure pumping reportable segment for total cash proceeds of approximately $36.0 million. The net book value of the two turbines prior to the disposal was approximately $39.5 million, resulting in loss on disposal of approximately $3.5 million.

In accordance with the FASB Accounting Standards Codification ("ASC") 280—Segment Reporting, the Company has one reportable segment (pressure pumping) comprised of the hydraulic fracturing and cementing operating segments. The coiled tubing operating segment and corporate administrative expense (inclusive of our total income tax expense (benefit), other (income) and expense and interest expense) are included in the "all other" category in the table below. Total corporate administrative expense for the three and six months ended June 30, 2022 was $7.7 million and $25.0 million, respectively. Total corporate administrative expense for the three and six months ended June 30, 2021 was $6.5 million and $11.6 million, respectively.

Our hydraulic fracturing operating segment revenue approximated 92.9% and 93.2% of our pressure pumping revenue during the three and six months ended June 30, 2022, respectively. During the three and six months ended June 30, 2021, our hydraulic fracturing operating segment revenue approximated 93.7% and 93.5% of our pressure pumping revenue, respectively.

Inter-segment revenues are not material and are not shown separately in the table below.

-8-

PROPETRO HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5 - Reportable Segment Information (Continued)

The Company manages and assesses the performance of the reportable segment by its adjusted EBITDA (earnings before other income (expense), interest expense, income taxes, depreciation and amortization, stock-based compensation expense, severance and related expense, impairment expense, (gain)/loss on disposal of assets and other unusual or nonrecurring expenses or (income)).

A reconciliation from segment level financial information to the consolidated statement of operations is provided in the table below (in thousands):


	Three Months Ended June 30, 2022
	Pressure Pumping		All Other		Total
Service revenue	$	309,445	$	5,638	$	315,083
Adjusted EBITDA	$	86,291	$	(10,344)	$	75,947
Depreciation and amortization	$	30,528	$	934	$	31,462
Capital expenditures	$	83,170	$	5,911	$	89,081
Total assets at June 30, 2022	$	1,025,044	$	42,579	$	1,067,623


	Three Months Ended June 30, 2021
	Pressure Pumping		All Other		Total
Service revenue	$	213,461	$	3,426	$	216,887
Adjusted EBITDA	$	46,826	$	(11,133)	$	35,693
Depreciation and amortization	$	32,256	$	987	$	33,243
Capital expenditures	$	30,744	$	29	$	30,773
Total assets December 31, 2021	$	1,023,037	$	38,199	$	1,061,236


	Six Months Ended June 30, 2022
	Pressure Pumping		All Other		Total
Service revenue	$	586,557	$	11,206	$	597,763
Adjusted EBITDA	$	163,285	$	(20,805)	$	142,480
Depreciation and amortization	$	61,459	$	1,858	$	63,317
Capital expenditures	$	154,773	$	6,036	$	160,809
Total assets at June 30, 2022	$	1,025,044	$	42,579	$	1,067,623


	Six Months Ended June 30, 2021
	Pressure Pumping		All Other		Total
Service revenue	$	371,652	$	6,693	$	378,345
Adjusted EBITDA	$	78,697	$	(22,988)	$	55,709
Depreciation and amortization	$	64,770	$	1,951	$	66,721
Capital expenditures	$	60,766	$	2,334	$	63,100
Total assets December 31, 2021	$	1,023,037	$	38,199	$	1,061,236

-9-

PROPETRO HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5 - Reportable Segment Information (Continued)

Reconciliation of net income (loss) to adjusted EBITDA (in thousands):


	Three Months Ended June 30, 2022
	Pressure Pumping		All Other		Total
Net income (loss)	$	(24,392)	$	(8,468)	$	(32,860)
Depreciation and amortization	30,528		934		31,462
Impairment expense	57,454		—		57,454
Interest expense	—		669		669
Income tax benefit	—		(8,069)		(8,069)
Loss (gain) on disposal of assets	22,680		(195)		22,485
Stock-based compensation	—		3,458		3,458
Other income	—		(6)		(6)
Other general and administrative expense(1)	21		1,333		1,354
Adjusted EBITDA	$	86,291	$	(10,344)	$	75,947

	Three Months Ended June 30, 2021
	Pressure Pumping		All Other		Total
Net income (loss)	$	(809)	$	(7,702)	$	(8,511)
Depreciation and amortization	32,256		987		33,243
Interest expense	—		159		159
Income tax benefit	—		(3,697)		(3,697)
Loss (gain) on disposal of assets	15,379		(354)		15,025
Stock-based compensation	—		2,909		2,909
Other expense	—		302		302
Other general and administrative expense, (net)(1)	—		(3,737)		(3,737)
Adjusted EBITDA	$	46,826	$	(11,133)	$	35,693

-10-

PROPETRO HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5 - Reportable Segment Information (Continued)


	Six Months Ended June 30, 2022
	Pressure Pumping		All Other		Total
Net income (loss)	$	4,977	$	(26,020)	$	(21,043)
Depreciation and amortization	61,459		1,858		63,317
Impairment expense	57,454		—		57,454
Interest expense	—		803		803
Income tax benefit	—		(3,932)		(3,932)
Loss (gain) on disposal of assets	39,101		(498)		38,603
Stock-based compensation	—		14,822		14,822
Other income(2)	—		(10,364)		(10,364)
Other general and administrative expense (1)	294		2,526		2,820
Adjusted EBITDA	$	163,285	$	(20,805)	$	142,480

	Six Months Ended June 30, 2021
	Pressure Pumping		All Other		Total
Net income (loss)	$	(14,484)	$	(14,402)	$	(28,886)
Depreciation and amortization	64,770		1,951		66,721
Interest expense	—		335		335
Income tax benefit	—		(10,360)		(10,360)
Loss (gain) on disposal of assets	28,411		(335)		28,076
Stock-based compensation	—		5,396		5,396
Other income	—		(1,487)		(1,487)
Other general and administrative expense (1)	—		(4,698)		(4,698)
Retention bonus and severance expense	—		612		612
Adjusted EBITDA	$	78,697	$	(22,988)	$	55,709

(1)Other general and administrative expense, (net of reimbursement from insurance carriers) primarily relates to nonrecurring professional fees paid to external consultants in connection with our audit committee review, SEC investigation, shareholder litigation and other legal matters, net of insurance recoveries. During the three and six months ended June 30, 2022, we received reimbursement of approximately $2.4 million and $3.5 million, respectively, from our insurance carriers in connection with the SEC investigation and shareholder litigation. During the three and six months ended June 30, 2021, we received reimbursement of approximately $5.1 million and $6.7 million, respectively.

(2)Includes $10.7 million of net tax refund (net of advisory fees) received in March 2022 from the Texas Comptroller of Public Accounts in connection with limited sales, excise, and use tax beginning July 1, 2015 through December 31, 2018.

-11-

PROPETRO HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 6 - Net Income (Loss) Per Share

Basic net income (loss) per common share is computed by dividing the net income (loss) relevant to the common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share uses the same net income (loss) divided by the sum of the weighted average number of shares of common stock outstanding during the period, plus dilutive effects of options, performance and restricted stock units outstanding during the period calculated using the treasury method and the potential dilutive effects of preferred stocks (if any) calculated using the if-converted method.

The table below shows the calculations for the three and six months ended June 30, 2022 and 2021, (in thousands, except for per share data):


	Three Months Ended June 30,
	2022		2021
Numerator (both basic and diluted)
Net income (loss) relevant to common stockholders	$	(32,860)	$	(8,511)

Denominator
Denominator for basic income (loss) per share	104,236		102,398
Dilutive effect of stock options	—		—
Dilutive effect of performance share units	—		—
Dilutive effect of restricted stock units	—		—
Denominator for diluted income (loss) per share	104,236		102,398

Basic income (loss) per common share	$	(0.32)	$	(0.08)
Diluted income (loss) per common share	$	(0.32)	$	(0.08)


	Six Months Ended June 30,
	2022		2021
Numerator (both basic and diluted)
Net income (loss) relevant to common stockholders	$	(21,043)	$	(28,886)

Denominator
Denominator for basic income (loss) per share	103,961		101,976
Dilutive effect of stock options	—		—
Dilutive effect of performance share units	—		—
Dilutive effect of restricted stock units	—		—
Denominator for diluted income (loss) per share	103,961		101,976

Basic income (loss) per share	$	(0.20)	$	(0.28)
Diluted income (loss) per share	$	(0.20)	$	(0.28)

-12-

PROPETRO HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As shown in the table below, the following stock options, restricted stock units and performance stock units outstanding as of June 30, 2022, have not been included in the calculation of diluted income (loss) per common share for the three and six months ended June 30, 2022 and 2021 because they will be anti-dilutive to the calculation of diluted net income (loss) per common share:


(In thousands)	Three Months Ended June 30,
	2022	2021
Stock options	587	995
Restricted stock units	1,207	1,380
Performance stock units	1,788	1,489
Total	3,582	3,864


(In thousands)	Six Months Ended June 30,
	2022	2021
Stock options	587	995
Restricted stock units	1,207	1,380
Performance stock units	1,788	1,489
Total	3,582	3,864

Note 7 - Stock-Based Compensation

Stock Options

There were no new stock option grants during the six months ended June 30, 2022. As of June 30, 2022, the aggregate intrinsic value for our outstanding stock options was $0.8 million, and the aggregate intrinsic value for our exercisable stock options was $0.8 million. The aggregate intrinsic value for the exercised stock options during the six months ended June 30, 2022 was approximately $1.9 million. The remaining exercise period for both the outstanding and exercisable stock options as of June 30, 2022 was approximately 3.0 years.

A summary of the stock option activity for the six months ended June 30, 2022 is presented below (in thousands, except for weighted average price):


	Number of Shares	Weighted Average Exercise Price
Outstanding at January 1, 2022	798	$	9.77
Granted	—	$	—
Exercised	(211)	$	3.52
Forfeited	—	$	—
Expired	—	$	—
Outstanding at June 30, 2022	587	$	12.02
Exercisable at June 30, 2022	587	$	12.02

Restricted Stock Units

During the six months ended June 30, 2022, we granted 631,233 restricted stock units ("RSUs") to employees, officers and directors pursuant to the ProPetro Holding Corp. 2020 Long Term Incentive Plan (the "2020 Incentive Plan"), which generally vest ratably over a three-year vesting period, in the case of awards to employees and officers, and generally vest in full after one year, in the case of awards to directors. RSUs are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases to be an employee or director of the Company prior to vesting of the award. Each RSU represents the right to receive one share of common stock. The grant date fair value of the RSUs is based on the closing

-13-

PROPETRO HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 7 - Stock-Based Compensation (Continued)

share price of our common stock on the date of grant. As of June 30, 2022, the total unrecognized compensation expense for all RSUs was approximately $10.6 million, and is expected to be recognized over a weighted average period of approximately 2.0 years.

On March 31, 2022, the Company modified the RSUs previously granted to a former officer in 2019, 2020 and 2021 to accelerate the vesting of such RSUs in connection with his separation agreement. As a result of this modification, we recorded an incremental stock expense of $1.3 million during the six months ended June 30, 2022.

The following table summarizes RSUs activity during the six months ended June 30, 2022 (in thousands, except for weighted average fair value):


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding at January 1, 2022	1,413	$	9.19
Granted	631	$	12.59
Vested	(819)	$	9.24
Forfeited	(18)	$	10.77
Canceled	—	$	—
Outstanding at June 30, 2022	1,207	$	10.91

Performance Share Units

During the six months ended June 30, 2022, we granted 327,939 performance share units ("PSUs") to certain key employees and officers as new awards under the 2020 Incentive Plan. Each PSU earned represents the right to receive either one share of common stock or, as determined by the administrator in its sole discretion, a cash amount equal to fair market value of one share of common stock or amount of cash on the day immediately preceding the settlement date. The actual number of shares of common stock that may be issued under the PSUs ranges from 0% up to a maximum of 200% of the target number of PSUs granted to the participant, based on our total shareholder return ("TSR") relative to a designated peer group, generally at the end of a three year period. In addition to the TSR conditions, vesting of the PSUs is generally subject to the recipient’s continued employment through the end of the applicable performance period. Compensation expense is recorded ratably over the corresponding requisite service period. The grant date fair value of PSUs is determined using a Monte Carlo probability model. Grant recipients do not have any shareholder rights until performance relative to the peer group has been determined following the completion of the performance period and shares have been issued.

In connection with a former officer’s separation agreement, on March 31, 2022, the Company modified the PSUs previously granted to such former officer in 2020 and 2021 to provide for deemed satisfaction of the service requirement applicable to such PSUs as of March 31, 2022, such that such PSUs shall remain outstanding and eligible to vest based on our TSR relative to a designated peer group over the applicable performance period. As a result of these modifications, we recorded an incremental stock expense of $3.7 million during the six months ended June 30, 2022.

-14-

PROPETRO HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 7 - Stock-Based Compensation (Continued)

The following table summarizes information about PSUs activity during the six months ended June 30, 2022 (in thousands, except for weighted average fair value):


Period Granted	Target Shares Outstanding at January 1, 2022	Target Shares Granted	Target Shares Vested	Target Shares Forfeited	Target Shares Outstanding at June 30, 2022
2019	126	—	(126)	—	—
2020	809	—	—	—	809
2021	651	—	—	—

Form: 10-Q

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