ProPetro Holding Corp. 10-K

Item 8. Financial Statements and Supplementary Data. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of ProPetro Holding Corp. and Subsidiary Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of ProPetro Holding Corp. and Subsidiary (the "Company") as of December 31, 2020 and 2019, the related consolidated statements of operations, shareholders' equity and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 5, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Related-party transactions — Refer to Note 13 to the financial statements Critical Audit Matter Description The Company engages in various related party transactions, including leasing real estate, renting of equipment, purchasing assets, obtaining equipment maintenance and repair services, and providing pressure pumping and related services. We identified related-party transactions as a critical audit matter because of the Company’s material weaknesses reported in the Company’s internal controls processes as of the year ended December 31, 2019, related to the identification and approval of transactions involving related parties or potential conflicts of interest. As a 48 result, of these previously identified internal control matters, we believe the risk that related-party transactions were not timely identified and properly disclosed by the Company in the financial statements was elevated and required us to exercise significant auditor judgment when designing and performing audit procedures on related-party transactions. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures for related-party transactions included the following, among others: • We evaluated the completeness of related-party transactions by obtaining the Company’s list of related-party relationships and transactions and performing the following: ◦ Comparing it to public filings, external news, third-party information or research reports, selected vendor and customer websites, questionnaires completed by the Company’s directors and officers, and other sources. ◦ Searching for potential related-party transactions within the accounts receivable, accounts payable, and vendor listings master files and journal entries by searching for the name, vendor identification numbers, and customer identification numbers of the related parties. ◦ Inspecting the Company’s minutes from meetings of the Board of Directors and related committees. ◦ Making inquiries of executive officers, key members of management, and the Audit Committee of the Board of Directors regarding related party transactions. /s/ DELOITTE & TOUCHE LLP Houston, Texas March 5, 2021 We have served as the Company's auditor since 2013. 49 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of ProPetro Holding Corp. and Subsidiary Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of ProPetro Holding Corp. and Subsidiary (the “Company”) as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated March 5, 2021 , expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Houston, Texas March 5, 2021 50 PROPETRO HOLDING CORP. CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2020 AND 2019 (In thousands, except share data) 2020 2019 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 68,772 $ 149,036 Accounts receivable - net of allowance for credit losses of $ 1,497 and $ 1,049 , respectively 84,244 212,183 Inventories 2,729 2,436 Prepaid expenses 11,199 10,815 Other current assets 782 1,121 Total current assets 167,726 375,591 PROPERTY AND EQUIPMENT - Net of accumulated depreciation 880,477 1,047,535 OPERATING LEASE RIGHT-OF-USE ASSETS 709 989 OTHER NONCURRENT ASSETS: Goodwill — 9,425 Other noncurrent assets 1,827 2,571 Total other noncurrent assets 1,827 11,996 TOTAL ASSETS $ 1,050,739 $ 1,436,111 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 79,153 $ 193,096 Accrued and other current liabilities 24,676 36,343 Operating lease liabilities 334 302 Finance lease liabilities — 2,831 Accrued interest payable — 394 Total current liabilities 104,163 232,966 DEFERRED INCOME TAXES 75,340 103,041 LONG-TERM DEBT — 130,000 NONCURRENT OPERATING LEASE LIABILITIES 465 799 Total liabilities 179,968 466,806 COMMITMENTS AND CONTINGENCIES (Note 15) 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, 100,912,777 and 100,624,099 shares issued, respectively 101 101 Additional paid-in capital 835,115 826,629 Retained earnings 35,555 142,575 Total shareholders’ equity 870,771 969,305 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,050,739 $ 1,436,111 See notes to consolidated financial statements. 51 PROPETRO HOLDING CORP. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2020 , 2019 AND 2018 (In thousands, except per share data) 2020 2019 2018 REVENUE - Service revenue $ 789,232 $ 2,052,314 $ 1,704,562 COSTS AND EXPENSES: Cost of services (exclusive of depreciation and amortization) 584,279 1,470,356 1,270,577 General and administrative (inclusive of stock‑based compensation) 86,768 105,076 53,958 Depreciation and amortization 153,290 145,304 88,138 Impairment expense 38,002 3,405 — Loss on disposal of assets 58,136 106,811 59,220 Total costs and expenses 920,475 1,830,952 1,471,893 OPERATING (LOSS) INCOME ( 131,243 ) 221,362 232,669 OTHER EXPENSE: Interest expense ( 2,383 ) ( 7,141 ) ( 6,889 ) Other expense ( 874 ) ( 717 ) ( 663 ) Total other expense ( 3,257 ) ( 7,858 ) ( 7,552 ) (LOSS) INCOME BEFORE INCOME TAXES ( 134,500 ) 213,504 225,117 INCOME TAX BENEFIT/ (EXPENSE) 27,480 ( 50,494 ) ( 51,255 ) NET (LOSS) INCOME $ ( 107,020 ) $ 163,010 $ 173,862 NET (LOSS) INCOME PER COMMON SHARE: Basic $ ( 1.06 ) $ 1.62 $ 2.08 Diluted $ ( 1.06 ) $ 1.57 $ 2.00 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic 100,829 100,472 83,460 Diluted 100,829 103,750 87,046 See notes to consolidated financial statements. 52 PROPETRO HOLDING CORP. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 , 2019 AND 2018 (In thousands) Preferred Stock Common Stock Shares Amount Preferred Additional Paid‑In Capital Shares Amount Additional Paid‑In Capital Retained Earnings (Accumulated Deficit) Total BALANCE - January 1, 2018 — $ — $ — 83,040 $ 83 $ 607,466 $ ( 194,297 ) $ 413,252 Stock‑based compensation cost — — — — — 5,482 — 5,482 Issuance of equity award—net — — — 550 1 246 — 247 Issuance of common stock — — — 16,600 16 204,496 — 204,512 Net income — — — — — — 173,862 173,862 BALANCE - December 31, 2018 — $ — $ — 100,190 $ 100 $ 817,690 $ ( 20,435 ) $ 797,355 Stock‑based compensation cost — — — — — 7,776 — 7,776 Issuance of equity awards—net — — — 434 1 1,163 — 1,164 Issuance of common stock — — — — — — — — Net income — — — — — — 163,010 163,010 BALANCE - December 31, 2019 — $ — $ — 100,624 $ 101 $ 826,629 $ 142,575 $ 969,305 Stock‑based compensation cost — — — — — 9,100 — 9,100 Issuance of equity awards—net — — — 289 — — — — Tax withholdings paid for net settlement of equity — — — — — ( 614 ) — ( 614 ) Net loss — — — — — — ( 107,020 ) ( 107,020 ) BALANCE - December 31, 2020 — $ — $ — 100,913 $ 101 $ 835,115 $ 35,555 $ 870,771 See notes to consolidated financial statements. 53 PROPETRO HOLDING CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 , 2019 AND 2018 (In thousands) 2020 2019 2018 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ ( 107,020 ) $ 163,010 $ 173,862 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 153,290 145,304 88,138 Impairment expense 38,002 3,405 — Deferred income tax (benefit) expense ( 27,701 ) 48,758 49,704 Amortization of deferred revenue rebate — — 615 Amortization of deferred debt issuance costs 543 542 403 Stock‑based compensation 9,100 7,776 5,482 Provision for credit losses 448 949 — Loss on disposal of assets 58,136 106,812 59,220 Changes in operating assets and liabilities: Accounts receivable 127,491 ( 10,177 ) ( 3,300 ) Other current assets 1,978 1,351 207 Inventories ( 293 ) 3,917 ( 168 ) Prepaid expenses ( 232 ) ( 4,386 ) ( 1,418 ) Accounts payable ( 95,697 ) ( 25,242 ) 9,720 Accrued liabilities ( 18,527 ) 13,088 9,853 Accrued interest ( 394 ) 183 761 Net cash provided by operating activities 139,124 455,290 393,079 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ( 100,603 ) ( 502,894 ) ( 284,197 ) Proceeds from sale of assets 6,386 7,595 3,593 Net cash used in investing activities ( 94,217 ) ( 495,299 ) ( 280,604 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings — 110,000 77,378 Repayments of borrowings ( 130,000 ) ( 50,000 ) ( 80,946 ) Payment of finance lease obligation ( 30 ) ( 272 ) — Proceeds from insurance financing 6,821 — 5,824 Repayments of insurance financing ( 1,348 ) ( 4,547 ) ( 4,495 ) Payment of debt issuance costs — — ( 1,732 ) Proceeds from exercise of equity awards — 1,164 247 Tax withholdings paid for net settlement of equity awards ( 614 ) — — Net cash (used in) provided by financing activities ( 125,171 ) 56,345 ( 3,724 ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 80,264 ) 16,336 108,751 CASH AND CASH EQUIVALENTS — Beginning of year 149,036 132,700 23,949 CASH AND CASH EQUIVALENTS — End of year $ 68,772 $ 149,036 $ 132,700 See notes to consolidated financial statements. 54 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND HISTORY ProPetro Holding Corp. (“Holding”), a Texas corporation was formed on April 14, 2007, to serve as a holding company for its wholly owned subsidiary ProPetro Services, Inc. (“Services”), a Texas corporation. Services offers hydraulic fracturing, cementing and coiled tubing services to oil and gas producers, located primarily in Texas, New Mexico and Utah. Holding was converted and incorporated to a Delaware Corporation on March 8, 2017. Unless otherwise indicated, references in these notes to consolidated financial statements to “ProPetro Holding Corp.,” “the Company,” “we,” “our,” “us” or like terms refer to ProPetro Holding Corp. and Services. On December 31, 2018, we consummated the purchase of pressure pumping and related assets of Pioneer Natural Resources USA, Inc. (“Pioneer”) and Pioneer Pumping Services, LLC (the “Pioneer Pressure Pumping Acquisition”). The pressure pumping assets acquired were used to provide integrated well completion services in the Permian Basin to Pioneer’s completion and production operations. The acquisition cost of the assets was comprised of $ 110.0 million of cash and 16.6 million shares of our common stock. The pressure pumping assets acquired included hydraulic fracturing pumps of 510,000 hydraulic horsepower (“HHP”), four coiled tubing units and the associated equipment maintenance facility. In connection with the acquisition, we became a long-term service provider to Pioneer under a pressure pumping services agreement (the “Pioneer Services Agreement”), providing pressure pumping and related services for a term of up t o 10 years; provid ed, that Pioneer has the right to terminate the Pioneer Services Agreement, in whole or in part, effective as of December 31 of each of the calendar years of 2022, 2024 and 2026. Pioneer can increase the number of committed fleets prior to December 31, 2022. Pursuant to the Pioneer Services Agreement, the Company is entitled to receive compensation if Pioneer were to idle committed fleets (“idle fees”); however, we are first required to use all economically reasonable effort to deploy the idled fleets to another customer. At the present, we have eight fleets committed to Pioneer. Risks and Uncertainties The global public health crisis associated with the COVID-19 pandemic has and is anticipated to continue to have an adverse effect on global economic activity for the immediate future and has resulted in travel restrictions, business closures and the institution of quarantining and other restrictions on movement in many communities. The slowdown in global economic activity attributable to COVID-19 has resulted in a dramatic decline in the demand for energy which directly impacts our industry and the Company. In addition, global crude oil prices experienced a collapse starting in early March 2020 as a direct result of failed negotiations between the Organization of the Petroleum Exporting Countries (“OPEC”) and Russia (together with OPEC and other allied producing countries, “OPEC+”). As the breadth of the COVID-19 health crisis expanded throughout the month of March 2020 and governmental authorities implemented more restrictive measures to limit person-to-person contact, global economic activity continued to decline commensurately. The associated impact on the energy industry has been adverse and continued to be exacerbated by the depressed demand in the energy sector and uncertainty in global production levels. In response to the global economic slowdown and depressed demand in the oil and gas industry, OPEC+ has made adjustments to production levels with the objective of rebalancing the energy market. After the March 2020 failed negotiations, OPEC+ subsequently agreed to cut production by 7.7 million barrels of oil per day (“BOPD”). In January 2021, OPEC+ reconvened to discuss the matter of production cuts in light of unprecedented disruption and supply and demand imbalances. Agreements were reached to gradually increase production by 0.5 million BOPD, starting in January 2021, and adjusting the production reduction from 7.7 million BOPD to 7.2 million BOPD. OPEC+ members have shown compliance with previously agreed upon production levels, and we have seen recovery in crude oil prices from its low point in 2020. The combined effect of COVID-19 and the energy industry disruptions led to a decline in the West Texas Intermediate (“WTI”) crude oil prices of approximately 67 percent from the beginning of January 2020, when prices were approximately $62 per barrel, through the end of March 2020, when they were just above $20 per barrel. Overall, with OPEC+ managing production levels and with the development and distribution of COVID-19 vaccines, there has been a gradual recovery in crude oil prices from the low point in March 2020. However, with the uncertainty in the global market resulting from the COVID-19 pandemic, the risk that currently developed vaccines may not be successful in preventing the COVID-19 virus or the outbreak of a new virus, the global demand for crude oil could continue to be depressed and crude oil prices could decline. As of March 3, 2021, the WTI price for 55 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND HISTORY (Continued) a barrel of crude oil was approximately $62. If the market continues to be depressed, the aforementioned factors are anticipated to have an adverse impact on the industry in general and our operations specifically. Since March 2020, we initiated several actions to mitigate the anticipated adverse economic conditions for the immediate future and to support our financial position and liquidity. The more significant actions that we have taken included: (i) canceling substantially all of our growth capital projects, (ii) significantly reducing our maintenance expenditures and field level consumable costs, (iii) reducing our workforce to follow our activity levels, and (iv) negotiating more favorable payment terms with certain of our larger vendors and proactively managing our portfolio of accounts receivable. 2. SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements are as follows: Principles of Consolidation — The accompanying consolidated financial statements include the accounts of Holding and its wholly owned subsidiary, Services. All intercompany accounts and transactions have been eliminated in consolidation. Basis of Presentation — The accompanying consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates — Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reporting period. Such estimates include, but are not limited to, allowance for credit losses, useful lives for depreciation of property and equipment, estimates of fair value of property and equipment, estimates related to fair value of reporting units for purposes of assessing goodwill, estimates related to deferred tax assets and liabilities, including any related valuation allowances, and estimates of fair value of stock‑based compensation and leases. Actual results could differ from those estimates. 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, separated into our one reportable segment and “all other,” 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 wellbores. The process involves the injection of water, sand and chemicals under high pressure into formations. Hydraulic fracturing contracts with our customer 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. Acidizing, which is part of our hydraulic fracturing operating segment, involves a well-stimulation technique where acid is injected under pressure into formations to form or expand fissures. Acidizing provides downhole solutions, and contracts with customers have one performance obligation, which is 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 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. Cementing involves well bonding solutions, and contracts with customers have one performance obligation, which is satisfied at a point-in-time, upon completion of the contracted service when control is transferred to the customer. Jobs for these services are 56 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) 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 are fixed per our contract with customer. All Other — All other services consist of coiled tubing operations, which are downhole well completion/remedial services. The performance obligation for each of the 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. Payment is typically due in full, upon completion of the job for all of our services to customers. At December 31, 2020 and 2019 accrued revenue (unbilled receivable) included as part of our accounts receivable was $ 8.6 million and $ 37.0 million, respectively. At December 31, 2020, the transaction price allocated to the remaining performance obligation for our partially completed hydraulic fracturing operations was $ 14.7 million, which is expected to be completed and recognized in approximately one month following the current period balance sheet date, in our pressure pumping reportable segment. At December 31, 2019 the transaction price allocated to the remaining performance obligation for our then partially completed hydraulic fracturing operations was $ 47.5 million, which was recorded as part of our pressure pumping segment revenue for the year ended December 31, 2020. As of December 31, 2020, the Company had $ 1.5 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 currently deteriorating economic conditions in the oil and gas industry. We evaluated the historic loss experience on our accounts receivable and also considered separately customers with receivable balances that may 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. ($ in thousands) 2020 2019 2018 Balance - January 1, 2020 $ 1,049 $ 100 $ 443 Provision for credit losses during the period 4,291 949 114 Provision for credit losses no longer required ( 3,843 ) — ( 457 ) Balance - December 31, 2020 $ 1,497 $ 1,049 $ 100 Inventories — Inventories, which consists only of raw materials, are stated at lower of average cost and net realizable value. Property and Equipment — The Company’s property and equipment are recorded at cost, less accumulated depreciation. Depreciation — Depreciation of property and equipment is provided on the straight‑line method over the following estimated useful lives: Land Indefinite Buildings and property improvements 5 - 30 years Vehicles 1 ‑ 5 years Equipment 1 ‑ 20 years Leasehold improvements 5 ‑ 20 years 57 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) Upon sale or retirement of property and equipment, including certain major components of our pressure pumping equipment that are replaced, the cost and related accumulated depreciation are removed from the balance sheet and the net amount, less proceeds from disposal, is recognized as a gain or loss in the statement of operations. The Company recorded a loss on disposal of assets of $ 58.1 million, $ 106.8 million and $ 59.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. Impairment of Long‑Lived Assets — In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, Accounting for the Impairment or Disposal of Long‑Lived Assets , the Company reviews its long‑lived assets to be held and used whenever events or circumstances indicate that the carrying value of those assets may not be recoverable. An impairment loss is indicated if the sum of the expected future undiscounted cash flows attributable to the asset group is less than the carrying amount of such asset group. In this circumstance, the Company recognizes an impairment loss for the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Property and equipment impairment loss of $ 27.5 million and $ 1.1 million was recorded during the year ended December 31, 2020 relating to our pressure pumping and drilling assets, respectively. Property and equipment impairment loss of $ 1.2 million and $ 2.2 million was recorded during the year ended December 31, 2019 relating to our drilling and flowback asset groups, respectively. No impairment expense was recorded during the year ended December 31, 2018. Our drilling and flowback asset groups are included in the “all other” category in our reportable segment disclosure. The Company accounts for long‑lived assets to be disposed of at the lower of their carrying amount or fair value, less cost to sell once management has committed to a plan to dispose of the assets. Goodwill — Goodwill is the excess of the consideration transferred over the fair value of the tangible and identifiable intangible assets and liabilities recognized. Goodwill is not amortized. We perform an annual impairment test of goodwill as of December 31, or more frequently if circumstances indicate that impairment may exist. The determination of impairment is made by comparing the carrying amount of a reporting unit with its fair value, which is generally calculated using a combination of market and income approaches. If the fair value of the reporting unit exceeds the carrying value, no further testing is performed. If the fair value of the reporting unit is less than the carrying value, we consider goodwill to be impaired, and the amount of impairment loss is estimated and recorded in the statement of operations. In 2011, we acquired Technology Stimulation Services, LLC (“TSS”) for $ 24.4 million. The assets acquired from TSS were recorded as $ 15.0 million of equipment with the excess of the purchase price over fair value of the assets recorded as goodwill of $ 9.4 million. The acquisition complemented our existing pressure pumping business. The transaction was accounted for using the acquisition method of accounting and, accordingly, assets and liabilities assumed were recorded at their fair values as of the acquisition date. In the first quarter of 2020, we performed an interim impairment test and concluded that goodwill was fully impaired. As a result of our interim impairment test, we recorded goodwill impairment expense of $ 9.4 million during the year ended December 31, 2020. Based on our goodwill impairment tests as of December 31, 2019 and 2018, we concluded that the goodwill related to TSS acquisition was no t impaired. Intangible Assets — Intangible assets with finite useful lives are amortized on a basis that reflects the pattern in which the economic benefits of the intangible assets are realized, which is generally on a straight‑line basis over the asset’s estimated useful life. Income Taxes — Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of differences between the consolidated financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all positive and negative evidence, including future reversals 58 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) of existing taxable temporary differences, projected future taxable income, and the results of recent operations. If we determine that we would not be able to fully realize our deferred tax assets in the future, we would record a valuation allowance. Advertising Expense — All advertising costs are expensed as incurred. For the years ended December 31, 2020, 2019 and 2018, advertising expense was $ 0.4 million, $ 1.2 million and $ 1.3 million, respectively. Deferred Loan Costs — The Company capitalized certain costs in connection with obtaining its borrowings, including lender, legal, and accounting fees. These costs are being amortized over the term of the related loan using the straight‑line method. Unamortized deferred loan costs associated with loans paid off or refinanced with different lenders are expensed in the period in which such an event occurs. Deferred loan costs are classified as a reduction of long‑term debt or in certain instances as an asset in the consolidated balance sheet. Amortization of deferred loan costs is recorded as interest expense in the statement of operations, and during the years ended December 31, 2020, 2019 and 2018, the amount of expense recorded was $ 0.5 million, $ 0.5 million and $ 0.4 million, respectively. Stock-Based Compensation — The Company recognizes the cost of stock‑based awards on a straight‑line basis over the requisite service period of the award, which is usually the vesting period under the fair value method. Total compensation cost is measured on the grant date using fair value estimates. Insurance Financing — The Company annually renews its commercial insurance policies and records a prepaid insurance asset and amortizes it monthly over the coverage period. The Company may choose to finance a portion of the premiums and will make repayments monthly over the financing period in equal installments. Concentration of Credit Risk — The Company’s assets that are potentially subject to concentrations of credit risk are cash and cash equivalents and trade accounts receivable. Cash balances are maintained in financial institutions, which at times exceed federally insured limits. The Company monitors the financial condition of the financial institutions in which accounts are maintained and has not experienced any losses in such accounts. The receivables of the Company are spread over a number of customers, a majority of which are credible operators and suppliers to the oil and natural gas industries. The Company performs ongoing evaluations as to the financial condition of its customers with respect to trade receivables. Recently Issued Accounting Standards Adopted in 2020 In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments , which introduces a new impairment model for financial instruments that is based on expected credit losses rather than incurred credit losses. The new impairment model applies to most financial assets, including trade accounts receivable and lease receivables. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses , which clarified that receivables arising from operating leases are not within the scope of Accounting Standards Codification (“ASC”) 326-20, Financial Instruments-Credit Losses-Measured at Amortized Cost , and should be accounted for in accordance with ASC 842. ASU 2016-13 and ASU 2018-19 are effective for annual periods beginning after December 15, 2019. Effective January 1, 2020, the Company adopted ASU 2016-13 using the modified-retrospective approach, which allows for a cumulative-effect adjustment to the consolidated balance sheet as of the beginning of the first reporting period in which the guidance is effective. Periods prior to the adoption date that are presented for comparative purposes were not adjusted. The Company continuously evaluates customers based on risk characteristics, such as historical losses and current economic conditions. Due to the cyclical nature of the oil and gas industry, the Company often evaluates its customers’ estimated losses on a combination of historical losses and on case-by-case basis. There was no material impact to our consolidated financial statements as a result of adoption of ASU 2016-13. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement , which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The Company adopted ASU 2018-13 on January 1, 2020 and determined the adoption of this standard did not impact the Company’s consolidated financial statements. 59 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test. As a result, under this ASU, an entity would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, although the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This ASU is effective for impairment tests in fiscal years beginning after December 15, 2019, on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. Effective January 1, 2020, we adopted this guidance and the adoption did not materially affect the Company’s consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted in 2020 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 in Generally Accepted Accounting Principles. ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company does not expect ASU 2019-12 to have a material effect on the Company’s consolidated financial statements. In March 2020, the 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. The Company is currently assessing the impact of the LIBOR transition and this ASU on the Company’s consolidated financial statements. 3. SUPPLEMENTAL CASH FLOWS INFORMATION ($ in thousands) Year Ended December 31, 2020 2019 2018 Supplemental cash flows disclosures Interest paid $ 2,207 $ 6,433 $ 5,068 Income taxes paid $ 1,786 $ 1,018 $ — Supplemental disclosure of non‑cash investing and financing activities Capital expenditures included in accounts payable and accrued liabilities $ 14,803 $ 31,226 $ 137,647 Non-cash purchases of property and equipment $ — $ — $ 204,512 4. FAIR VALUE MEASUREMENTS 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: 60 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. FAIR VALUE MEASUREMENTS (Continued) 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. 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 and accounts payable, accrued liabilities and long-term debt. The estimated fair value of our financial instruments — cash and cash equivalent, accounts receivable and accounts payable and accrued liabilities at December 31, 2020 and 2019 approximated or equaled their carrying value as reflected in our consolidated balance sheets because of their short‑term nature. Assets Measured at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis at December 31, 2020 and 2019, 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) 2020: Property and equipment, net $ — $ — $ — $ — Goodwill $ — $ — $ — $ — 2019: Property and equipment, net $ 2,000 $ — $ 2,000 $ — 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 is recorded in the period. Asset recoverability is estimated using undiscounted future net cash flows at the lowest identifiable level, excluding interest expense and nonrecurring other income and expense adjustments. During the year, the Company determined the lowest level of identifiable cash flows to be at the asset group level. In the first quarter of 2020, we determined that the carrying value of our Permian drilling assets were greater than its estimated fair value because of the negative future near-term outlook resulting from the continued idling of our Permian drilling assets and the depressed market conditions . Our fair value estimate for our drilling assets was determined using a market transaction, which represents a level 2 in the fair value measurement hierarchy. Accordingly, an impairment expense of $ 1.1 million was recorded for our Permian drilling assets during the year ended December 31, 2020. Prior to the impairment expense, our Permian drilling net carrying value was $ 1.8 million. During the fourth quarter of 2020, we shut down our drilling operations and disposed all of the drilling assets. 61 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. FAIR VALUE MEASUREMENTS (Continued) In 2019, the Company entered an agreement with its equipment manufacturer granting the Company the option to purchase an additional 108,000 hydraulic horsepower (“HHP”) of DuraStim® equipment, with the purchase option expiring at different times throu gh July 31, 2022, as amended. The option fee of $ 6.1 million, classified as a deposit for property and equipment as part of our pressure pumping reportable segment, was fully impaired and written off in the first quarter of 2020 because it was not probable that the Company will exercise the option to purchase the equipment given the depressed crude oil prices and other market conditions that have resulted in a decline in the demand for our hydraulic fracturing services. The estimated fair value of our DuraStim® equipment option was based on unobservable inputs, which represents a level 3 in the fair value measurement hierarchy. Prior to the impairment expense, our carrying value for the option fee equipment deposit was $ 6.1 million. As of December 31, 2020, we have fully impaired the carrying value of the equipment deposit related to the option fees. In light of the energy industry transition to lower emissions equipment, the Company made a strategic decision to retire approximately 150,000 HHP of conventional Tier II pressure pumping equipment. As of December 31, 2020, we recorded an impairment expense of approximately $ 21.3 million, which is a full write-off of the net carrying value of the conventional Tier II pressure pumping equipment that we are reasonably certain will be permanently retired, in our pressure pumping reportable segment. The total non-cash property and equipment impairment charges recorded during the years ended December 31, 2020, 2019 and 2018 in our hydraulic fracturing, flowback and drilling segments was $ 28.6 million, $ 3.4 million and $ 0 , respectively. We generally apply fair value techniques to our reporting units on a nonrecurring basis associated with valuing potential impairment loss related to goodwill. Our estimate of the reporting unit fair value is based on a combination of income and market approaches, Level 1 and 3, respectively, in the fair value hierarchy. The income approach involves the use of a discounted cash flow method, with the cash flow projections discounted at an appropriate discount rate. The market approach involves the use of comparable public companies’ market multiples in estimating the fair value. Significant assumptions include projected revenue growth, capital expenditures, utilization, gross margins, discount rates, terminal growth rates, and weight allocation between income and market approaches. If the reporting unit’s carrying amount exceeds its fair value, we consider goodwill impaired, and the impairment loss is calculated and recorded in the period. There were no additions to, or disposal of, goodwill during the years ended December 31, 2020, 2019 and 2018. In the first quarter of 2020, the depressed crude oil prices and crude oil storage challenges faced in the U.S. oil and gas industry triggered the Company to perform an interim goodwill impairment test, and as a result, we compared the carrying value of the goodwill in our hydraulic fracturing reporting unit with the estimated fair value. Our interim impairment test also considered other relevant factors, including market capitalization and market participants’ view of the oil and gas industry in reaching our conclusion that the carrying value of our goodwill in our pressure pumping reportable segment of $ 9.4 million was fully impaired during the first quarter of 2020. Accordingly, we recorded a goodwill impairment expense of $ 9.4 million in March 2020, resulting in a full write off of our goodwill. Based on our annual goodwill impairment test on December 31, 2019 and 2018, we determined that there was no impairment of goodwill. 62 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: ($ in thousands) December 31, 2020 2019 Land $ 10,551 $ 10,772 Buildings 29,312 24,375 Equipment and vehicles 1,242,698 1,333,705 Leasehold improvements 8,035 8,030 Subtotal 1,290,596 1,376,882 Less accumulated depreciation ( 410,119 ) ( 329,347 ) Property and equipment — net $ 880,477 $ 1,047,535 During the years ended December 31, 2020 and 2019 and 2018, our depreciation expense was $ 153.3 million, $ 145.3 million and $ 87.9 million respectively. 6. LONG‑TERM DEBT ABL Credit Facility Our revolving credit facility (“ABL Credit Facility”), as amended, has a total borrowing capacity of $ 300 million (subject to the Borrowing Base limit), with a maturity date of December 19, 2023. The ABL Credit Facility has a borrowing base, as determined monthly, of 85 % of monthly eligible accounts receivable less customary reserves (the “Borrowing Base”). The Borrowing Base as of December 31, 2020 was approximately $ 55.6 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) $ 22.5 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 LIBOR or base rate, plus the applicable margin, which ranges 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 . The weighted average interest rate for our borrowings under the ABL Credit Facility for the year ended December 31, 2020 was 3.6 %. The loan origination costs relating to the ABL Credit Facility are classified as an asset in the balance sheet. The fair value of the ABL Credit Facility approximates its carrying value. In March 2020, we obtained a waiver from our lenders under the ABL Credit Facility to extend the time period for us to provide our lenders the Company’s audited financial statements for the year ended December 31, 2019 to July 31, 2020, which we have provided to our lenders. 63 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Total debt consisted of the following: ($ in thousands) December 31, 2020 2019 ABL Credit Facility $ — $ 130,000 Total debt — 130,000 Less current portion of long-term debt — — Total long-term debt $ — $ 130,000 7. ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consisted of the following: ($ in thousands) December 31, 2020 2019 Accrued insurance 6,553 1,231 Accrued payroll and related expenses 4,640 16,809 Capital expenditure, taxes and others accruals 13,483 18,303 Total $ 24,676 $ 36,343 8. EMPLOYEE BENEFIT PLAN The Company has a 401(k) plan, modified effective January 1, 2019, whereby all employees with sixty days of service may contribute up to $ 19,500 to the plan annually. The employees vest in the Company contributions to the 401(k) plan 25 % per year, beginning in the employee’s first year of service, with full vesting occurring after four years of service. The employees are fully vested in their contributions when made. The Company matches 100 % of the employee contributions up to 6 % of gross salary, up to the annual limit. During the years ended December 31, 2020, 2019 and 2018, the recorded expense under the plan was $ 2.1 million, $ 3.0 million and $ 0.3 million, respectively. 9. REPORTABLE SEGMENT INFORMATION The Company has three operating segments for which discrete financial information is readily available: hydraulic fracturing, cementing and coiled tubing. These operating segments represent how the Chief Operating Decision Maker evaluates performance and allocates resources. In September 2020, the Company shut down its drilling operations and disposed of all of its drilling rigs and ancillary assets for approximately $ 0.5 million. In March 2020, the Company shut down its flowback operating segment and subsequently disposed of the assets for approximately $ 1.6 million. Our drilling and flowback operations were included in our “all other” category. In August 2018, we divested our surface air drilling operations, included in our “all other” category. The divestiture or disposal of our surface drilling assets did not qualify for presentation and disclosure as discontinued operations, and accordingly, during the year ended December 31, 2018, we recorded the resulting loss associated with the asset disposal of $ 0.3 million as part of our loss on disposal of asset in our consolidated statement of operations. The shutdown of these operations resulted in a reduction in the number of our current operating segments to three . The change in the number of our operating segments did not impact our reportable segment information reported for the years presented. In accordance with ASC 280— Segment Reporting , the Company has one reportable segment (pressure pumping) comprised of the hydraulic fracturing and cementing operating segments. All other operating segments and corporate administrative expense (inclusive of our stock-based compensation expense, income tax expense and interest expense) are included in the ‘‘all other’’ category in the tables below. Total corporate administrative expense for the years ended December 31, 2020, 2019 and 2018 was $ 31.6 million, $ 113.0 million and $ 83.9 million, respectively. 64 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. REPORTABLE SEGMENT INFORMATION (Continued) Our hydraulic fracturing operating segment revenue approximated 94.2 %, 95.6 % and 95.4 % of our pressure pumping revenue for the years ended December 31, 2020, 2019 and 2018, respectively. Inter-segment revenues are not material and are not shown separately in the table below. The Company manages and assesses the performance of the reportable segment by its adjusted EBITDA. We define Adjusted EBITDA as earnings before interest expense, income taxes, depreciation and amortization (EBITDA), plus (i) loss/(gain) on disposal of assets, (ii) loss/(gain) on extinguishment of debt, (iii) stock-based compensation, and (iv) other unusual or nonrecurring (income)/expenses, such as impairment charges, severance, costs related to our initial public offering (“IPO”), costs related to asset acquisitions, costs related to SEC investigation and class action lawsuits and one-time professional fees. A reconciliation from segment level financial information to the consolidated statement of operations is provided in the table below ($ in thousands): Pressure Pumping All Other Total Year ended and as of December 31, 2020 Service revenue $ 773,474 $ 15,758 $ 789,232 Adjusted EBITDA $ 174,030 $ ( 32,567 ) $ 141,463 Depreciation and amortization $ 148,659 $ 4,631 $ 153,290 Impairment expense $ 36,907 $ 1,095 $ 38,002 Capital expenditures $ 78,154 $ 3,091 $ 81,245 Total assets $ 1,009,631 $ 41,108 $ 1,050,739 Pressure Pumping All Other Total Year ended and as of December 31, 2019 Service revenue $ 2,001,627 $ 50,687 $ 2,052,314 Adjusted EBITDA $ 533,760 $ ( 14,691 ) $ 519,069 Depreciation and amortization $ 139,348 $ 5,956 $ 145,304 Impairment expense $ — $ 3,405 $ 3,405 Capital expenditures $ 387,119 $ 13,552 $ 400,671 Goodwill $ 9,425 $ — $ 9,425 Total assets $ 1,381,811 $ 54,300 $ 1,436,111 Pressure Pumping All Other Total Year ended and as of December 31, 2018 Service revenue $ 1,658,403 $ 46,159 $ 1,704,562 Adjusted EBITDA $ 398,396 $ ( 9,873 ) $ 388,523 Depreciation and amortization $ 83,404 $ 4,734 $ 88,138 Capital expenditures $ 577,171 $ 15,431 $ 592,602 Goodwill $ 9,425 $ — $ 9,425 Total assets $ 1,230,830 $ 43,692 $ 1,274,522 65 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. REPORTABLE SEGMENT INFORMATION (Continued) Reconciliation of net income (loss) to adjusted EBITDA ($ in thousands): Pressure Pumping All Other Total Year ended December 31, 2020 Net income (loss) $ ( 68,271 ) $ ( 38,749 ) $ ( 107,020 ) Depreciation and amortization 148,659 4,631 153,290 Interest expense 1 2,382 2,383 Income tax benefit — ( 27,480 ) ( 27,480 ) Loss on disposal of assets 56,659 1,477 58,136 Impairment expense 36,907 1,095 38,002 Stock‑based compensation — 9,100 9,100 Other expense — 874 874 Other general and administrative expense (1) — 13,038 13,038 Retention bonus and severance expense 75 1,065 1,140 Adjusted EBITDA $ 174,030 $ ( 32,567 ) $ 141,463 Pressure Pumping All Other Total Year ended December 31, 2019 Net income (loss) $ 281,090 $ ( 118,080 ) $ 163,010 Depreciation and amortization 139,348 5,956 145,304 Interest expense 51 7,090 7,141 Income tax expense — 50,494 50,494 Loss on disposal of assets 106,178 633 106,811 Impairment expense — 3,405 3,405 Stock‑based compensation — 7,776 7,776 Other expense — 717 717 Other general and administrative expense (1) — 25,208 25,208 Deferred IPO bonus, retention bonus and severance expense 7,093 2,110 9,203 Adjusted EBITDA 533,760 ( 14,691 ) 519,069 Pressure Pumping All Other Total Year ended December 31, 2018 Net income (loss) $ 253,196 $ ( 79,334 ) $ 173,862 Depreciation and amortization 83,404 4,734 88,138 Interest expense — 6,889 6,889 Income tax expense — 51,255 51,255 Loss on disposal of assets 59,962 ( 742 ) 59,220 Stock‑based compensation — 5,482 5,482 Other expense — 663 663 Other general and administrative expense (1) 2 203 205 Deferred IPO bonus 1,832 977 2,809 Adjusted EBITDA $ 398,396 $ ( 9,873 ) $ 388,523 (1) During the years ended December 31, 2020 and 2019, other general and administrative expense primarily relates to nonrecurring professional fees paid to external consultants in connection with the Company’s expanded audit committee review, SEC investigation and shareholder litigation. All nonrecurring professional fees incurred after the end of June 2020 are in connection with the pending SEC investigation and shareholder litigation. The other general and administrative expense during the year ended December 31, 2018 primarily relates to legal settlements. 66 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. REPORTABLE SEGMENT INFORMATION (Continued) Major Customers The Company had revenue from the following significant customers that accounted for the following percentages of the Company’s total revenue: Year Ended December 31, 2020 2019 2018 Customer A 42.5 % 25.5 % 24.1 % Customer B 20.3 % 20.9 % 16.5 % Customer C 9.3 % 13.2 % 12.2 % Customer D 8.6 % 9.2 % 8.9 % Customer E 5.8 % 8.2 % 7.1 % The above significant customers’ revenue that relates to pressure pumping is below: Year Ended December 31, 2020 2019 2018 Customer A 99.8 % 99.7 % 97.4 % Customer B 97.6 % 95.4 % 98.3 % Customer C 99.9 % 99.9 % 100.0 % Customer D 99.7 % 100.0 % 100.0 % Customer E 85.7 % 100.0 % 100.0 % 10. NET (LOSS) INCOME PER SHARE Basic net (loss) income per common share is computed by dividing the net (loss) income relevant to the common stockholders by the weighted-average number of shares outstanding during the year. Diluted net (loss) income per common share uses the same net (loss) income divided by the sum of the weighted-average number of shares of common stock outstanding during the period, plus dilutive effects of options, performance stock units 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. (In thousands, except for per share data) Year Ended December 31, 2020 2019 2018 Numerator (both basic and diluted) Net (loss) income relevant to common stockholders $ ( 107,020 ) $ 163,010 $ 173,862 Denominator Denominator for basic net (loss) income per share 100,829 100,472 83,460 Dilutive effect of stock options — 2,929 3,129 Dilutive effect of performance stock units — 169 277 Dilutive effect of restricted stock units — 179 180 Denominator for diluted net (loss) income per share 100,829 103,750 87,046 Basic net (loss) income per common share $ ( 1.06 ) $ 1.62 $ 2.08 Diluted net (loss) income per common share $ ( 1.06 ) $ 1.57 $ 2.00 67 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. NET (LOSS) INCOME PER SHARE (Continued) As shown in the table below, the following stock options, restricted stock units and performance stock units outstanding as of December 31, 2020, 2019 and 2018 have not been included in the calculation of diluted (loss) income per common share for the years ended December 31, 2020, 2019 and 2018 because they would be anti-dilutive to the calculation of diluted net (loss) income per common share: (In thousands) 2020 2019 2018 Stock options 4,200 — — Restricted stock units 1,165 — — Performance stock units 1,019 — — Total 6,384 — — 11. STOCK‑BASED COMPENSATION Stock Option Plan In March 2013, we approved the Stock Option Plan of ProPetro Holding Corp. (the “Stock Option Plan”) pursuant to which our Board of Directors may grant stock options to our consultants, directors, executives and employees. No awards have been granted under the Stock Option Plan following our IPO, and no further awards will be granted under the Stock Option Plan. 2017 Incentive Award Plan In March 2017, our shareholders approved the ProPetro Holding Corp. 2017 Incentive Award Plan (the "2017 Incentive Plan") pursuant to which our Board of Directors was authorized to grant stock options, restricted stock units (“RSUs”), performance stock units (“PSUs”), or other stock-based and cash awards to consultants, directors, executives and employees. The 2017 Incentive Plan originally authorized up to 5,800,000 shares of common stock to be issued under awards granted pursuant to the plan. 2020 Long Term Incentive Plan In October 2020, our shareholders approved the ProPetro Holding Corp. 2020 Long Term Incentive Plan (the “2020 Incentive Plan”) pursuant to which our Board of Directors may grant stock options, RSUs, PSUs, or other stock-based and cash awards to consultants, directors, executives and employees. The 2020 Incentive Plan authorizes up to 4,650,000 shares of common stock to be issued under awards granted pursuant to the plan. The 2020 Incentive Plan became effective October 22, 2020, and as of such date no further awards will be granted under the 2017 Incentive Plan on or after October 22, 2020. The 2017 Incentive Plan and the 2020 Incentive Plan are herein collectively referred to as the “Incentive Plans”. Stock Options On June 14, 2013, we granted 2,799,408 stock option awards to certain key employees, officers and directors pursuant to the Stock Option Plan that vested and became exercisable based upon the achievement of a service requirement. The options vested in 25 % increments for each year of continuous service and an option became fully vested upon the optionee’s completion of the fourth year of service. The contractual term for the options awarded is 10 years. The fair value of each option award granted was estimated on the date of grant using the Black-Scholes option-pricing model. On July 19, 2016, we granted 1,274,549 stock option awards to certain key employees, officers and directors pursuant to the Stock Option Plan which vested in five substantially equal semi-annual installments commencing in December 2016, subject to a continuing services requirement. The contractual term for the options awarded is 10 years. We fully accelerated vesting of the options in connection with our IPO. The fair value of each option award granted was estimated on the date of grant using the Black-Scholes option-pricing model. 68 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. STOCK‑BASED COMPENSATION (Continued) On March 16, 2017, we granted 793,738 stock option awards to certain key employees, officers and directors pursuant to the 2017 Incentive Plan which are scheduled to vest in four substantially equal annual installments, subject to a continuing service requirement. The contractual term for the options awarded is 10 years. The fair value of each stock option award granted was estimated on the date of grant using the Black-Scholes option-pricing model. There were no new stock option grants during the years ended December 31, 2020, 2019 and 2018. As of December 31, 2020, the aggregate intrinsic value for our outstanding stock options was $ 14.6 million, and the aggregate intrinsic value for our exercisable stock options was $ 14.6 million. There were no exercises of stock options during the year ended December 31, 2020. The remaining contractual term for the outstanding and exercisable stock options as of December 31, 2020, was 2.5 years and 2.4 years, respectively. On March 13, 2020, the Company modified the stock options previously granted to two former officers in connection with one such former officer’s separation agreement and the other former officer’s amended employment arrangement. Such modifications extended the exercise period such that all vested but unexercised stock options held by such former officers shall not be forfeited or cancelled on the ninety-first day following the former officers’ respective separation dates but rather shall remain outstanding and exercisable until the one-year anniversary of such former officers’ separation date. In connection with a former officer’s separation agreement, on December 31, 2020, the Company modified the stock options previously granted to such former officer to (i) accelerate the vesting of the stock options granted to such former officer in 2017 pursuant to the 2017 Incentive Plan and (ii) extend the exercise period applicable to all vested but unexercised stock options held by such former officer such that all such stock options shall not be forfeited or cancelled on the ninety-first day following the former officer’s separation date but rather shall remain outstanding and exercisable until June 14, 2023. As a result of these modifications, we recorded an incremental stock expense of $ 2.0 million during the year ended December 31, 2020. For the years ended December 31, 2020, 2019 and 2018, the Company recognized approximately $ 2.3 million, $ 0.5 million and $ 0.6 million, respectively, in compensation expense related to stock options. A summary of the stock option activity during the year ended December 31, 2020 is presented below: Number of Shares Weighted Average Exercise Price Outstanding at January 1, 2020 4,300,088 $ 5.03 Granted — $ — Exercised — $ — Forfeited ( 76,398 ) $ 14.00 Expired ( 23,349 ) $ 14.00 Outstanding at December 31, 2020 4,200,341 $ 4.82 Exercisable at December 31, 2020 4,098,924 $ 4.59 Restricted Stock Units In 2020, we granted 1,185,832 RSUs to key employees, officers and directors pursuant to the 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 was based on the closing share price of our common stock on the date of grant. For the years ended December 31, 2020, 2019 and 2018, the Company recognized stock compensation expense for RSUs of approximately $ 5.1 million, $ 3.5 million and $ 2.9 million, respectively. 69 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. STOCK‑BASED COMPENSATION (Continued) On October 30, 2020, the Company modified the RSUs previously granted to a former officer in 2019 and 2020 to accelerate the vesting of such RSUs in connection with his separation agreement. On December 31, 2020, the Company modified the RSUs previously granted to a former officer in 2018, 2019 and 2020 to accelerate the vesting of such RSUs in connection with his separation agreement. As a result of these modifications, we recorded an incremental stock expense of $ 0.1 million during the year ended December 31, 2020. As of December 31, 2020, the total unrecognized compensation expense for all RSUs was approximately $ 5.9 million, and is expected to be recognized over a weighted-average period of approximately 1.8 years. The following table summarizes the RSUs activity during the year December 31, 2020: Number of Shares Weighted Average Grant Date Fair Value ("FV") Outstanding at January 1, 2020 613,217 $ 18.75 Granted 1,185,832 $ 7.00 Vested ( 262,931 ) $ 17.37 Forfeited ( 370,749 ) $ 14.37 Canceled — $ — Outstanding at December 31, 2020 1,165,369 $ 8.50 Performance Stock Units In 2020, we granted 1,007,058 PSUs (excluding PSUs that were administratively cancelled and regranted) to certain key employees and officers as new awards under the 2017 Incentive Plan. The actual number of shares of common stock that may be issued under the PSUs ranges from zero 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 from January 1, 2020 through December 31, 2022. 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 was 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 October 30, 2020, the Company modified the PSUs previously granted to such former officer in 2019 and 2020 to provide for deemed satisfaction of the service requirement applicable to such PSUs as of October 30, 2020 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. In connection with a former officer’s separation agreement, on December 31, 2020, the Company modified the PSUs previously granted to such former officer in 2018, 2019 and 2020 to provide for deemed satisfaction of the service requirement applicable to such PSUs as of December 31, 2020 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 $ 0.1 million during the year ended December 31, 2020. For the years ended December 31, 2020, 2019 and 2018 the Company recognized stock compensation expense for the PSUs of approximately $ 1.7 million, $ 3.8 million and $ 2.0 million, respectively. 70 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. STOCK‑BASED COMPENSATION (Continued) The following table summarizes the PSU activity during the year ended December 31, 2020: Period Granted Target Shares Outstanding at January 1, 2020 Target Shares Granted Target Shares Vested Target Shares Forfeited Target Shares Outstanding at December 31, 2020 Weighted Average Grant Date Fair Value per Share for Outstanding Shares 2017 151,492 — ( 151,492 ) — — $ 10.73 2018 156,576 — — ( 72,254 ) 84,322 $ 27.51 2019 214,553 — — ( 88,235 ) 126,318 $ 27.49 2020 — 1,007,058 — ( 198,420 ) 808,638 $ 8.30 Total 522,621 1,007,058 ( 151,492 ) ( 358,909 ) 1,019,278 $ 12.27 Weighted Average FV Per Share $ 23.88 $ 9.31 $ 10.73 $ 21.51 $ 12.27 The total stock compensation expense for the years ended December 31, 2020, 2019 and 2018 for all stock awards was approximately $ 9.1 million, $ 7.8 million and $ 5.5 million, respectively. The total unrecognized compensation expense for all stock awards as of December 31, 2020, is approximately $ 11.1 million, and is expected to be recognized over a weighted-average period of approximately 1.8 years. 12. INCOME TAXES The components of the provision for income taxes are as follows: ($ in thousands) Year Ended December 31, 2020 2019 2018 Federal: Current $ — $ — $ — Deferred ( 27,104 ) 47,090 48,738 ( 27,104 ) 47,090 48,738 State: Current 221 1,736 1,551 Deferred ( 597 ) 1,668 966 ( 376 ) 3,404 2,517 Total income tax expense $ ( 27,480 ) $ 50,494 $ 51,255 71 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12. INCOME TAXES (Continued) Reconciliation between the amounts determined by applying the federal statutory rate of 21% for years ended December 31, 2020, 2019 and 2018 to income tax (benefit) expense is as follows: ($ in thousands) Year Ended December 31, 2020 2019 2018 Taxes at federal statutory rate $ ( 28,245 ) $ 44,836 $ 47,275 State taxes, net of federal benefit 154 2,504 1,874 Non-deductible expenses 314 3,683 2,423 Stock-based compensation 751 ( 717 ) ( 426 ) Valuation allowance 868 — ( 1,151 ) Other ( 1,322 ) 188 1,260 Total income tax (benefit) expense $ ( 27,480 ) $ 50,494 $ 51,255 Deferred tax assets and liabilities are recognized for estimated future tax effects of temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements. The significant items giving rise to deferred tax assets (liabilities) are as follows: ($ in thousands) December 31, 2020 2019 Deferred Income Tax Assets Accrued liabilities $ 472 $ 633 Allowance for credit losses 316 224 Lease liabilities — 605 Goodwill and other intangible assets 3,408 2,724 Stock‑based compensation 4,015 3,438 Net operating losses 85,827 66,311 Other 56 55 Total deferred tax assets 94,094 73,990 Valuation allowance ( 868 ) — Total deferred tax assets — net $ 93,226 $ 73,990 Deferred Income Tax Liabilities Property and equipment $ ( 166,494 ) $ ( 176,404 ) Prepaid expenses ( 2,073 ) ( 627 ) Total deferred tax liabilities $ ( 168,567 ) $ ( 177,031 ) Net deferred tax liabilities $ ( 75,341 ) $ ( 103,041 ) The Tax Cuts and Jobs Act (the “TCJA”) included a reduction to the maxi mum deduction allo wed for net o perating losses generated in tax years after December 31, 2017 and the elimination of carrybacks of net operating losses. Under the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, which modified the TCJA, U.S. federal net operating loss carryforwards (“NOLs”) generated in taxable periods beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such NOLs in taxable years beginning after December 31, 2020, is limited to 80% of taxable income. As of December 31, 2020, the Company had approximately $ 397.4 million of federal NOLs some of which will begin to expire in 2035. Approximately $ 229.5 million of the Company’s federal NOLs relate to pre-2018 periods. As of December 31, 2020, the Company’s state net operating losses were approximately $ 51.0 million and will begin to expire in 2024. Utilization of net operating loss carryforwards may be limited due to past or future ownership changes. As of December 31, 2020, we determined that $ 0.9 million valuation allow ance was necessary against our state deferred tax assets. The Company’s U.S. federal income tax returns for the year ended December 31, 2017, and through the most recent filing remain open to examination by the Internal Revenue Service under the applicable U.S. federal statute of 72 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12. INCOME TAXES (Continued) limitations provisions. The various states in which the Company is subject to income tax are generally open to examination for the tax years ended December 31, 2016, and through the most recent filing. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes, on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than fifty percent likely to be realized upon ultimate settlement with the related tax authority. As of December 31, 2020, 2019 and 2018, no uncertain tax positions were recorded. The Company will continue to evaluate its tax positions in accordance with ASC 740 and will recognize any future effect as either a benefit or charge to income in the applicable period. Income tax penalties and interest assessments recognized under ASC 740 are accrued as a tax expense in the period that the Company’s taxes are in an uncertain tax position. Any accrued tax penalties or interest assessments will remain until the uncertain tax position is resolved with the taxing authorities or until the applicable statute of limitations has expired. 13. RELATED‑PARTY TRANSACTIONS Corporate Office Building The Company rented its corporate office building and the associated real property from an entity, in which a former executive officer of the Company has an equity interest. The rent expense on our corporate office building was approximately $ 0.1 million per year. In April 2020, the Company acquired the corporate office building and associated real property for approximately $ 1.5 million. Operations and Maintenance Yards The Company also rents five yards from an entity, in which certain former executive officers and a director of the Company have equity interests and total annual rent expense for each of the five yards was approximately $ 0.03 million, $ 0.03 million, $ 0.1 million, $ 0.1 million, and $ 0.2 million, respectively. The Company also leased our drilling yard from another entity, in which a certain former executive officer of the Company has an equity interest, and with annual lease expense of $ 0.1 million. In November 2020, we terminated the drilling yard lease. Transportation and Equipment Rental No transportation services were provided by a related party during the year ended December 31, 2020. For the years ended December 31, 2019 and 2018, the Company incurred costs for transportation services with an entity, in which a former executive officer of the Company had an equity interest, of approximately $ 0.2 million, and $ 0.4 million, respectively. During the year ended December 31, 2018, the partner in the entity with the former executive officer reimbursed the Company approximately $ 0.05 million for the use of the Company’s personnel to operate the transportation equipment. The Company rented equipment in Elk City, Oklahoma for our flowback operations from an entity, in which a former executive officer of the Company has an equity interest. For the years ended December 31, 2019 and 2018, the Company incurred and paid $ 0.2 million and $ 0.2 million, respectively. This rental arrangement was terminated in January 2020, and accordingly, there was no expense incurred from this related party arrangement during the year ended December 31, 2020. The Company obtains equipment maintenance services from an entity that has a family relationship with an executive officer of the Company. During the year ended December 31, 2020, the Company incurred approximately $ 1.2 million for equipment maintenance services associated with this related party. At December 31, 2020 and 2019, the Company had approximately $ 0 and $ 0 , respectively, as outstanding payables in connection with transactions to all of the above related parties. There were no receivables at December 31, 2020 and 2019 from the above related party transactions. 73 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. RELATED-PARTY TRANSACTIONS (Continued) PT Petroleum, LLC For the year ended December 31, 2018, the Company provided services to PT Petroleum, LLC, an entity in which a director was an officer, of approximately $ 16.7 million. Pioneer On December 31, 2018, we consummated the purchase of certain pressure pumping assets and real property from Pioneer in connection with the Pioneer Pressure Pumping Acquisition. Pioneer received 16.6 million shares of our common stock and approximately $ 110.0 million in cash. In July 2019, we terminated our crew camp facility lease entered into with Pioneer in connection with the Pioneer Pressure Pumping Acquisition, and the total crew camp facility lease payments to Pioneer in 2019 were approximately $ 0.1 million. Revenue from services provided to Pioneer (including idle fees) accounted for approximately $ 335.4 million, $ 524.2 million and $ 76.0 million of our total revenue during the years ended December 31, 2020, 2019 and 2018, respectively. In connection with the Pioneer Pressure Pumping Acquisition, the Company agreed to reimburse Pioneer for our portion of the retention bonuses paid to former Pioneer employees that were subsequently employed by the Company. During years ended December 31, 2020 and 2019, the Company fully reimbursed Pioneer approximately $ 2.7 million and $ 4.2 million for our portion of the retention bonuses paid to former Pioneer employees that were subsequently employed by the Company. During the year ended December 31, 2019, Pioneer fully reimbursed the Company approximately $ 2.5 million for severance payments made on their behalf, in connection with the Pioneer Pressure Pumping Acquisition. As of December 31, 2020, the total accounts receivable due from Pioneer, including estimated unbilled receivable for services (including idle fees) we provided, amounted to $ 41.7 million and the amount due to Pioneer was $ 0 . As of December 31, 2019, the balance due from Pioneer for services (including idle fees) we provided amounted to approximately $ 61.7 million and the amount due to Pioneer was $ 0 . 14. LEASES On January 1, 2019, we implemented ASC 842, using the modified retrospective transition method and elected not to restate prior years. Accordingly, the effects of adopting ASC 842 were adjusted in the beginning of 2019 while prior periods are accounted for under the legacy GAAP, ASC 840. There was no cumulative effect adjustment on beginning retained earnings. We also elected other practical expedients provided by the new lease standard, the short-term lease recognition practical expedient in which leases with a term of twelve months or less will not be recognized on the balance sheet and the practical expedient to not separate lease and non-lease components for real estate class of assets. Our discount rate was based on our estimated incremental borrowing rate on a collateralized basis with similar terms and economic considerations as our lease payments at the lease commencement. Below is a description of our operating and finance leases. Operating Leases Description of Lease In March 2013, we entered into a ten-year real estate lease contract (the “Real Estate Lease”) with a commencement date of April 1, 2013, as part of the expansion of our equipment yard. The lease is with an entity in which a former director of the Company has a noncontrolling equity ownership interest. For the years ended December 31, 2020, 2019 and 2018, the Company made lease payments of approximately $ 0.4 million, $ 0.4 million and $ 0.3 million, respectively. The assets and liabilities under this contract are equally allocated between our cementing and coiled tubing segments. In addition to the contractual lease period, the contract includes an optional renewal of up to 10 years, and in management’s judgment the exercise of the renewal option is not reasonably assured. The contract does not include a residual value guarantee, covenants or financial restrictions. Further, the Real Estate Lease does not contain variability in payments resulting from either an index change or rate change. Effective January 1, 2019, the remaining lease term in our present value estimate of the minimum future lease payments was four years . 74 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 14. LEASES (Continued) Consistent with the requirements of the new lease standard, ASC 842, we have determined the Real Estate Lease to be an operating lease. Our assumptions resulted from the existence of the right to control the use of the assets throughout the lease term. We did not account for the land separately from the building of the real estate lease because we concluded that the accounting effect was insignificant. As of December 31, 2020, the weighted average discount rate and remaining lease term was 6.7 % and 2.3 years, respectively. In January 2019, we entered into a four-year real estate lease contract with Pioneer, a related party, (the “Crew Camp Lease”) with a commencement date of January 1, 2019 for purposes of providing housing to Company personnel. The contract does not include a residual value guarantee, covenants or financial restrictions. Further, the Crew Camp Lease does not contain variability in payments resulting from either an index change or rate change. The lease term used in our estimate of the present value of the minimum future lease payments for the purpose of determining our right-of-use asset and lease obligation was four-years . We determined the Crew Camp Lease to be an operating lease. However, effective July 1, 2019, the Crew Camp Lease was terminated in connection with our disposal of our camp assets located at the leased real estate for $ 5.0 million. In connection with the Crew Camp Lease termination, we derecognized the right-of-use asset and lease liability of $ 0.5 million and $ 0.5 million, respectively. Prior to the termination, the total operating lease cost recorded during the year ended December 31, 2019, in connection with the Crew Camp Lease was $ 0.1 million. Effective July 1, 2019, we disposed of our camp assets and entered into a twelve month lodging arrangement, to rent a certain number of rooms daily, including related services, for a fixed rate and accordingly, we recorded a gain on sale in our statement of operations during the year ended December 31, 2019 of approximately $ 4.2 million. As of December 31, 2020, our total operating lease right-of-use asset cost was $ 1.2 million, and accumulated amortization was $ 0.5 million. As of December 31, 2019, our total operating lease right-of-use asset cost was $ 1.2 million, and accumulated amortization was $ 0.3 million. For the years ended December 31, 2020 and 2019, we recorded operating lease cost of $ 0.3 million and $ 0.4 million, respectively, in our statement of operations. During the year ended December 31, 2018, our operating lease expense, under legacy GAAP, ASC 840, was $ 1.7 million. Finance Leases Description of Ground Lease In 2018, we entered into a ten-year land lease contract (the “Ground Lease”) with an exclusive option to purchase the land exercisable beginning one year from the commencement date of October 1, 2018 through the end of the contractual lease term. The Ground Lease does not include any residual value guarantee, covenants or financial restrictions. Further, the Ground Lease does not contain variability in payments resulting from either an index change or rate change. In March 2020, the Company exercised its option and purchased the land associated with the Ground Lease for approximately $ 2.5 million. Prior to the exercise of our purchase option, the interest on our finance lease for the years ended December 31, 2020 and 2019 was approximately $ 0 and 0.1 million, respectively. The maturity analysis of liabilities and reconciliation to undiscounted and discounted remaining future lease payments for operating lease as of December 31, 2020 are as follows: ($ in thousands) 2021 $ 377 2022 389 2023 98 2024 — 2025 — Total undiscounted future lease payments 864 Amount representing interest ( 65 ) Present value of future lease payments (lease obligation) $ 799 The total cash paid in connection with our operating and finance lease liabilities during the year ended December 31, 2020 was $ 0.4 million and $ 0.03 million, respectively. During the year ended December 31, 2019, the total cash paid in connection with our operating and finance lease liabilities was $ 0.4 million and $ 0.4 million, 75 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 14. LEASES (Continued) respectively. The non-cash lease obligation we recorded effective January 1, 2019, upon adopting the new lease standard, ASC 842, was $ 2.0 million and $ 3.1 million for operating and finance leases, respectively. The non-cash changes to our lease liabilities during the year ended December 31, 2019, relate to the derecognition of the lease liability of $ 0.5 million, in connection with the Crew Camp Lease termination on July 1, 2019. Short-Term Leases We elected the practical expedient, consistent with ASC 842, to exclude leases with an initial term of twelve months or less (“short-term leases”) from our balance sheet and continue to record short-term leases as a period expense. For the year ended December 31, 2020 and 2019, our short-term asset lease expense was approximately $ 1.0 million and $ 1.3 million, respectively. At December 31, 2020, the total remaining commitments and other obligations for all of our short-term lease and lodging arrangements was $ 6.0 million. 15. COMMITMENTS AND CONTINGENCIES Commitments As of December 31, 2020, the Company has an agreement with its equipment manufacturer granting the Company the option to purchase additional 108,000 HHP of DuraStim® equipment, with the purchase option expiring at different times through July 31, 2022, as amended. The option fee of $ 6.1 million, which we have classified as a deposit for property and equipment when the agreement was entered into in 2019, has been impaired and written off during the year ended December 31, 2020, as it was not probable that we will exercise our option to purchase the equipment given the current market conditions and the depressed oil and gas industry. As of December 31, 2020, there were no additional contractual capital commitments entered into as part of normal course of business for supply of certain equipment. The Company enters into purchase agreements with its sand suppliers (the “Sand suppliers”) to secure supply of sand in the normal course of its business. The agreements with the Sand suppliers require that we purchase certain sand volumes, which is based on a certain percentage of our overall sand requirements and agreed minimum volumes; otherwise, certain penalties may be charged. Under certain of the purchase agreements, a shortfall fee applies if we purchase less than the agreed percentage of our sand requirements or agreed minimum volumes. The shortfall fee represents liquidated damages and is either a fixed percentage of the purchase price for the minimum volumes or a fixed price per ton of unpurchased volumes. Our current agreements with Sand suppliers expire at different times prior to April 30, 2022. During the years ended December 31, 2020, 2019 and 2018, no shortfall fees have been recorded. One of the Sand suppliers (“SandCo”) we entered into an agreement with to purchase sand (“Texas sand”) has an indirect relationship with a former executive officer of the Company, because beginning in 2018, the Texas sand was sourced from a mine located on land owned by an entity (“LandCo”) in which the former executive officer has a 44 % noncontrolling equity interest in the LandCo. During the year ended December 31, 2020, the total sand purchased from SandCo through the time the former executive was associated with the Company was approximately $ 5.3 million. During the year ended December 31, 2019, the total sand purchased from SandCo was approximately $ 44.3 million. As of December 31, 2020 and 2019, the Company had issued le tters of credit of $ 3.7 million and $ 1.5 million, respectively, under the Company's ABL Credit Facility relating to the Company's casualty insurance policy. During the year ended December 31, 2020, we accrued severance expense of approximately $ 1.0 million relating to the resignation of a former executive officer of the Company, which was included as part of our general and administrative expense in our statement of operations. Contingent Liabilities In September 2019, a complaint, captioned Richard Logan, Individually and On Behalf of All Others Similarly Situated, Plaintiff, v. ProPetro Holding Corp., et al., (the “Logan Lawsuit”), was filed against the Company and certain of its then current and former officers and directors in the U.S. District Court for the Western District of Texas. In July 2020, the Logan Lawsuit Lead Plaintiffs Nykredit Portefølje Administration A/S, Oklahoma Firefighters Pension and Retirement System, Oklahoma Law Enforcement Retirement System, Oklahoma Police 76 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 15. COMMITMENTS AND CONTINGENCIES (Continued) Pension and Retirement System, and Oklahoma City Employee Retirement System, and additional named plaintiff Police and Fire Retirement System of the City of Detroit, individually and on behalf of a putative class of shareholders who purchased the Company’s common stock between March 17, 2017 and March 13, 2020, filed a third amended class action complaint in the U.S. District Court for the Western District of Texas, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule l0b-5 promulgated thereunder, and Sections 11 and 15 of the Securities Act of 1933, as amended, based on allegedly inaccurate or misleading statements, or omissions of material facts, about the Company’s business, operations and prospects against the Company, and certain of its current and former officers and directors. In August 2020, the Company filed a motion to dismiss the Logan Lawsuit and in September 2020, the plaintiffs filed their opposition. In October 2020, the Company filed its reply brief in support of the motion to dismiss. In May 2020, the U.S. District Court for the Western District of Texas consolidated two shareholder derivative lawsuits previously filed against the Company and certain of its current and former officers and directors into a single lawsuit captioned In re ProPetro Holding Corp. Derivative Litigation (the “Shareholder Derivative Lawsuit”). In August 2020, the plaintiffs in the Shareholder Derivative Lawsuit filed a consolidated complaint alleging (i) breaches of fiduciary duties, (ii) unjust enrichment and (iii) contribution. The plaintiffs did not quantify any alleged damages in its complaint but, in addition to attorneys’ fees and costs, they seek various forms of relief, including (i) damages sustained by the Company as a result of the alleged misconduct, (ii) punitive damages and (iii) equitable relief in the form of improvements to the Company’s governance and controls. In October 2020, the Company and other defendants filed motions to dismiss the Shareholder Derivative Lawsuit and in December 2020, the plaintiffs filed their opposition. In January 2021, the Company and other defendants filed reply briefs in support of the motions to dismiss. In October 2019, the Company received a letter from the SEC indicating that the SEC had opened an investigation into the Company, which followed the SEC’s issuance of a formal order of investigation, and requesting that the Company provide certain information and documents, including documents related to the Company's expanded audit committee review and related events. The Company has cooperated and expects to continue to cooperate with the SEC’s investigation. We are presently unable to predict the duration, scope or result of the Logan Lawsuit, the Shareholder Derivative Lawsuit, the SEC investigation, or any other related lawsuit or investigation. As of December 31, 2020, no provision was made by the Company in connection with these pending lawsuits and the SEC investigation as they are still at early stages and the final outcomes cannot be reasonably estimated. Environmental The Company is subject to various federal, state and local environmental laws and regulations that establish standards and requirements for protection of the environment. The Company cannot predict the future impact of such standards and requirements, which are subject to change and can have retroactive effectiveness. The Company continues to monitor the status of these laws and regulations. Currently, the Company has not been fined, cited or notified of any environmental violations that would have a material adverse effect upon its financial position, liquidity or capital resources. However, management does recognize that by the very nature of the Company's business, material costs could be incurred in the near term to maintain compliance. The amount of such future expenditures is not determinable due to several factors, including the unknown magnitude of possible regulation or liabilities, the unknown timing and extent of the corrective actions which may be required, the determination of the Company's liability in proportion to other responsible parties and the extent to which such expenditures are recoverable from insurance or indemnification. Regulatory Audits In 2020, the Texas Comptroller of Public Accounts commenced a routine audit of the Company's motor vehicle and other related fuel taxes for the periods of July 2015 through December 2020. As of December 31, 2020, the audit is still at an early stage and the final outcome cannot be reasonably estimated. In 2021, the Texas Comptroller of Public Accounts completed a routine audit of gross receipts, and sales, excise and use taxes for the periods of July 2015 through December 2018. The net refund to the Company from the sales and excise and use tax audit was approximately $ 2.1 million, which will be recorded in our financial statements in the first quarter of 2021, the period when the refund was received by the Company. 77 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 16. QUARTERLY FINANCIAL DATA (UNAUDITED) The following table sets forth our unaudited quarterly results for each of the last four quarters for the years ended December 31, 2020 and 2019. This unaudited quarterly information has been prepared on the same basis as our annual audited financial statements and includes all adjustments, consisting only of normal recurring adjustments that are necessary to present fairly the financial information for the fiscal quarters presented. (In thousands, except for per share data) 2020 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue - Service revenue $ 395,069 $ 106,109 $ 133,710 $ 154,344 Gross profit $ 94,221 $ 37,916 $ 34,118 $ 38,698 Net income $ ( 7,804 ) $ ( 25,920 ) $ ( 29,184 ) $ ( 44,112 ) Net income per common share: Basic $ ( 0.08 ) $ ( 0.26 ) $ ( 0.29 ) $ ( 0.44 ) Diluted $ ( 0.08 ) $ ( 0.26 ) $ ( 0.29 ) $ ( 0.44 ) Weighted average common shares outstanding: Basic 100,687 100,821 100,897 100,911 Diluted 100,687 100,821 100,897 100,911 2019 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue - Service revenue $ 546,179 $ 529,494 $ 541,847 $ 434,794 Gross profit $ 164,656 $ 143,276 $ 144,925 $ 129,101 Net income $ 69,805 $ 36,133 $ 34,397 $ 22,675 Net income per common share: Basic $ 0.70 $ 0.36 $ 0.34 $ 0.23 Diluted $ 0.67 $ 0.35 $ 0.33 $ 0.22 Weighted average common shares outstanding: Basic 100,232 100,425 100,606 100,618 Diluted 104,123 104,379 103,652 103,055 78 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 79