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 Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of ProPetro Holding Corp. and Subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 February 23, 2023, 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 was 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment of Long-Lived Assets — Refer to Note 2 and 5 to the consolidated financial statements Critical Audit Matter Description The Company reviews the carrying value of long-lived assets such as property and equipment and other assets, whenever events or circumstances indicate that the carrying value of long-lived assets may not be recoverable. The Company’s evaluation of the recoverability of assets involves the comparison of undiscounted future cash flows attributable to the asset over the Company’s estimated carrying amount of such asset. As a result of a triggering event for the quarter ended June 30, 2022, management deemed it necessary to assess the recoverability of its DuraStim® hydraulic fracturing equipment. The Company determined that the DuraStim® hydraulic fracturing equipment was impaired and an impairment expense of approximately $57.5 million was recorded for the three months ended June 30, 2022. The estimated fair value of the DuraStim® hydraulic fracturing equipment was determined using the cost approach and significant unobservable inputs, including cost Index curve selection, 48 trend factor calculation, replacement cost, normal useful life, functional obsolescence selections, and minimum percent good, among others. We identified the impairment of DuraStim® hydraulic fracturing equipment as a critical audit matter because of the significant estimates and assumptions management makes to evaluate the recoverability of these assets. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s assumptions related to cost index curve selection, trend factor calculation, replacement cost, normal useful life, functional obsolescence selection, and minimum percent good. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the fair value of DuraStim® hydraulic fracturing equipment included the following, among others: • We tested the operating effectiveness of controls over management’s evaluation of the recoverability of long-lived assets. • With the assistance of our fair value specialists: – We evaluated the reasonableness of the valuation analysis, including estimates of cost index curve selection, trend factor calculation, replacement cost, normal useful life, functional obsolescence selections, and minimum percent good by (1) evaluating the source information and assumptions used by management, (2) testing the mathematical accuracy of the valuation analysis, and (3) developing independent estimates and comparing our estimates to those used by management. • We considered any events occurring after the impairment date that may indicate a different valuation for the assets impaired. • We considered events and circumstances and performed procedures to ensure the accuracy of the triggering event date. Acquisition — Silvertip Completion Services Operating, LLC — Fair value of assets acquired and liabilities assumed - Refer to Notes 1, 2, and 4 to the financial statements Critical Audit Matter Description The Company completed the acquisition of Silvertip Completion Operating Services, LLC ("Silvertip") for a total purchase consideration of $148.1 million on November 1, 2022 (the "Acquisition"). The Company accounted for the Acquisition using the acquisition method of accounting for business combinations. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective estimated fair values. The largest asset classes acquired include property and equipment consisting mainly of pumpdown pumps, pumpdown wireline trucks, vehicles, pressure control and wireline equipment, and intangible assets consisting of customer relationships and trademark/trade name. The method for determining fair value varied depending on the type of the asset or liability and involved management making significant estimates related to assumptions such as future cash flows, discount rate, attrition rate, royalty rate, cost index curve selection, trend factor calculation, replacement cost, normal useful life, and minimum percent good. We identified the valuation of property and equipment and intangible assets arising out of the Acquisition as a critical audit matter because of the estimates and assumptions management makes to determine the fair value of these assets. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s assumptions related to future cash flows, discount rate, attrition rate, royalty rate, cost index curve selection, trend factor calculation, replacement cost, normal useful life, and minimum percent good. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the fair value of property and equipment and intangible assets acquired as part of the Acquisition included the following, among others: • We tested the effectiveness of controls over business combinations. • With the assistance of our fair value specialists: 49 – For property and equipment, we evaluated the reasonableness of the valuation methodology and significant assumptions including estimates of cost index curve selection, trend factor calculation, replacement cost, normal useful life, and minimum percent good by (1) evaluating the source information and assumptions used by management, (2) testing the mathematical accuracy of the calculation, and (3) comparing our estimates to those used by management. – For intangible assets, we evaluated the reasonableness of the valuation methodology and significant assumptions including discount rate, attrition rate, and royalty rate by (1) evaluating the source information and assumptions used by management, (2) testing the mathematical accuracy of the calculation, and (3) comparing our estimates to those used by management. – For intangible assets, we evaluated whether the estimated future cash flows used in the income approach were consistent with projections used by the Company, as well as evidence obtained in other areas of the audit • We considered any events or transactions occurring after the Acquisition date that may indicate a different valuation for the assets acquired and liabilities assumed. /s/ DELOITTE & TOUCHE LLP Houston, Texas February 23, 2023 We have served as the Company's auditor since 2013. 50 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of ProPetro Holding Corp. and Subsidiaries Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of ProPetro Holding Corp. and Subsidiaries (the "Company") as of December 31, 2022, 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, 2022, 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, 2022, of the Company and our report dated February 23, 2023, expressed an unqualified opinion on those consolidated financial statements. As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Silvertip Completion Services Operating, LLC, which was acquired on November 1, 2022 and whose financial statements constitute 13.0% and 2.4% of total assets and revenue, respectively of the consolidated financial statement amounts as of and for the year ended December 31, 2022. Accordingly, our audit did not include the internal control over financial reporting at Silvertip Completion Services Operating, LLC. 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 February 23, 2023 51 PROPETRO HOLDING CORP. CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 AND 2021 (In thousands, except share data) 2022 2021 ASSETS CURRENT ASSETS: Cash, cash equivalents and restricted cash $ 88,862 $ 111,918 Accounts receivable - net of allowance for credit losses of $ 419 and $ 217 , respectively 215,925 128,148 Inventories 5,034 3,949 Prepaid expenses 8,643 6,752 Short-term investment, net 10,283 — Other current assets 38 297 Total current assets 328,785 251,064 PROPERTY AND EQUIPMENT - Net of accumulated depreciation 922,735 808,494 OPERATING LEASE RIGHT-OF-USE ASSETS 3,147 409 OTHER NONCURRENT ASSETS: Goodwill 23,624 — Intangible assets - net of amortization 56,345 — Other noncurrent assets 1,150 1,269 Total other noncurrent assets 81,119 1,269 TOTAL ASSETS $ 1,335,786 $ 1,061,236 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 234,299 $ 152,649 Accrued and other current liabilities 49,027 20,767 Operating lease liabilities 854 369 Total current liabilities 284,180 173,785 DEFERRED INCOME TAXES 65,265 61,052 LONG-TERM DEBT 30,000 — NONCURRENT OPERATING LEASE LIABILITIES 2,308 97 Total liabilities 381,753 234,934 COMMITMENTS AND CONTINGENCIES (Note 17) 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, 114,515,008 and 103,437,177 shares issued, respectively 114 103 Additional paid-in capital 970,519 844,829 Accumulated deficit ( 16,600 ) ( 18,630 ) Total shareholders’ equity 954,033 826,302 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,335,786 $ 1,061,236 See notes to consolidated financial statements. 52 PROPETRO HOLDING CORP. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2022 , 2021 AND 2020 (In thousands, except per share data) 2022 2021 2020 REVENUE - Service revenue $ 1,279,701 $ 874,514 $ 789,232 COSTS AND EXPENSES: Cost of services (exclusive of depreciation and amortization) 882,820 662,266 584,279 General and administrative (inclusive of stock‑based compensation) 111,760 82,921 86,768 Depreciation and amortization 128,108 133,377 153,290 Impairment expense 57,454 — 38,002 Loss on disposal of assets 102,150 64,646 58,136 Total costs and expenses 1,282,292 943,210 920,475 OPERATING INCOME (LOSS) ( 2,591 ) ( 68,696 ) ( 131,243 ) OTHER INCOME (EXPENSE): Interest expense ( 1,605 ) ( 614 ) ( 2,383 ) Other income (expense) 11,582 873 ( 874 ) Total other income (expense) 9,977 259 ( 3,257 ) INCOME (LOSS) BEFORE INCOME TAXES 7,386 ( 68,437 ) ( 134,500 ) INCOME TAX (EXPENSE) BENEFIT ( 5,356 ) 14,252 27,480 NET INCOME (LOSS) $ 2,030 $ ( 54,185 ) $ ( 107,020 ) NET INCOME (LOSS) PER COMMON SHARE: Basic $ 0.02 $ ( 0.53 ) $ ( 1.06 ) Diluted $ 0.02 $ ( 0.53 ) $ ( 1.06 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic 105,868 102,655 100,829 Diluted 106,939 102,655 100,829 See notes to consolidated financial statements. 53 PROPETRO HOLDING CORP. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 , 2021 AND 2020 (In thousands) Common Stock Shares Amount Additional Paid‑In Capital Retained Earnings (Accumulated Deficit) Total BALANCE - January 1, 2020 100,624 $ 101 $ 826,629 $ 142,575 $ 969,305 Stock‑based compensation cost — — 9,100 — 9,100 Issuance of equity award—net 289 — — — — Tax withholdings paid for net settlement of equity awards — — ( 614 ) — ( 614 ) Net loss — — — ( 107,020 ) ( 107,020 ) BALANCE - December 31, 2020 100,913 $ 101 $ 835,115 $ 35,555 $ 870,771 Stock‑based compensation cost — — 11,519 — 11,519 Issuance of equity awards—net 2,524 2 4,015 — 4,017 Tax withholdings paid for net settlement of equity awards — — ( 5,820 ) — ( 5,820 ) Net loss — — — ( 54,185 ) ( 54,185 ) BALANCE - December 31, 2021 103,437 $ 103 $ 844,829 $ ( 18,630 ) $ 826,302 Stock‑based compensation cost — — 21,881 — 21,881 Issuance of equity—net 11,078 11 107,688 — 107,699 Tax withholdings paid for net settlement of equity awards — — ( 3,879 ) — ( 3,879 ) Net income — — — 2,030 2,030 BALANCE - December 31, 2022 114,515 $ 114 $ 970,519 $ ( 16,600 ) $ 954,033 See notes to consolidated financial statements. 54 PROPETRO HOLDING CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 , 2021 AND 2020 (In thousands) 2022 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 2,030 $ ( 54,185 ) $ ( 107,020 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 128,108 133,377 153,290 Impairment expense 57,454 — 38,002 Deferred income tax expense (benefit) 4,213 ( 14,288 ) ( 27,701 ) Amortization of deferred debt issuance costs 785 542 543 Stock‑based compensation 21,881 11,519 9,100 Provision for credit losses 202 282 448 Loss on disposal of assets 102,150 64,646 58,136 Unrealized loss on short-term investment 1,570 — — Non-cash income from settlement with equipment manufacturer ( 2,668 ) — — Changes in operating assets and liabilities: Accounts receivable ( 66,900 ) ( 43,742 ) 127,491 Other current assets 354 310 1,978 Inventories 124 ( 1,220 ) ( 293 ) Prepaid expenses 743 4,463 ( 232 ) Accounts payable 27,428 51,764 ( 95,697 ) Accrued and other current liabilities 22,602 1,246 ( 18,527 ) Accrued interest 353 — ( 394 ) Net cash provided by operating activities 300,429 154,714 139,124 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ( 319,683 ) ( 143,523 ) ( 100,603 ) Silvertip Acquisition, net of cash acquired ( 38,639 ) — — Proceeds from sale of assets 8,577 39,231 6,386 Net cash used in investing activities ( 349,745 ) ( 104,292 ) ( 94,217 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings 30,000 — — Repayments of borrowings — — ( 130,000 ) Payment of finance lease obligation — — ( 30 ) Proceeds from insurance financing — — 6,821 Repayments of insurance financing — ( 5,473 ) ( 1,348 ) Payment of debt issuance costs ( 824 ) — — Proceeds from exercise of equity awards 963 4,017 — Tax withholdings paid for net settlement of equity awards ( 3,879 ) ( 5,820 ) ( 614 ) Net cash provided by (used in) financing activities 26,260 ( 7,276 ) ( 125,171 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 23,056 ) 43,146 ( 80,264 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of year 111,918 68,772 149,036 CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of year $ 88,862 $ 111,918 $ 68,772 See notes to consolidated financial statements. 55 PROPETRO HOLDING CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) FOR THE YEARS ENDED DECEMBER 31, 2022 , 2021 AND 2020 (In thousands) The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the consolidated balance sheets: 2022 2021 2020 Summary of cash, cash equivalents and restricted cash Cash and cash equivalents $ 78,862 $ 111,918 $ 68,772 Restricted cash 10,000 — — Total cash, cash equivalents and restricted cash — End of year $ 88,862 $ 111,918 $ 68,772 See notes to consolidated financial statements. 56 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, and it is a holding company for its wholly owned subsidiaries ProPetro Services, Inc., a Texas corporation ("Services"), and Silvertip Completion Services Operating, LLC, a Delaware limited liability company ("Silvertip"). Services and Silvertip together offer hydraulic fracturing, wireline, cementing and other complementary services to oil and gas producers, located primarily in Texas, New Mexico and Utah. Holding was converted and incorporated as a Delaware Corporation on March 8, 2017. On November 1, 2022, we consummated the acquisition of all of the outstanding limited liability company interests of Silvertip, which provides wireline perforation and ancillary services solely in the Permian Basin in exchange for 10.1 million shares of our common stock valued at $ 106.7 million, $ 30.0 million of cash, the payoff of $ 7.2 million of assumed debt, and the payment of certain other closing and transaction costs ("the Silvertip Acquisition"). 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., Servi ces, and Silvertip. On December 31, 2018, we consummated the purchase of certain 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 to 10 years, with eight committed fleets; provided, with Pioneer having 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 and the right to increase the number of committed fleets prior to December 31, 2022 . Under the Pioneer Services Agreement, the Company was entitled to receive compensation if Pioneer were to idle committed fleets ( " idle fees " ); however, we were first required to use all economically reasonable effort to deploy the idled fleets to another customer. This agreement was superseded by the agreement below. On March 31, 2022, we entered into an amended and restated A&R Pressure Pumping Services Agreement in place of the Pioneer Services Agreement. The A&R Pressure Pumping Services Agreement, which was effective from January 1, 2022 to December 31, 2022, reduced the number of committed fleets from eight fleets to six fleets, modified the pressure pumping scope of work and pricing mechanism for contracted fleets, and replaced the idle fees arrangement with equipment reservation fees (the "Reservation fees"). As part of the Reservation fees arrangement, the Company was entitled to receive compensation for all eligible committed fleets that were made available to Pioneer at the beginning of every quarter in 2022 through the term of the A&R Pressure Pumping Services Agreement. This agreement expired at the conclusion of its term and was replaced by the Fleet One Agreement and the Fleet Two Agreement described below. On October 31, 2022, we entered into two pressure pumping services agreements with Pioneer, pursuant to which we will provide hydraulic fracturing services with two committed fleets, subject to certain termination and release rights. The Fleet One Agreement was effective as of January 1, 2023 and will terminate on August 31, 2023. The Fleet Two Agreement was effective as of January 1, 2023 and was originally planned to terminate on the one year anniversary of the date on which the fleet dedicated thereunder converted from a Tier II diesel simultaneous hydraulic fracturing ("Simul-Frac") fleet to a Tier IV dual fuel zipper fleet, which was expected to occur in May 2023. In February 2023, Pioneer provided the Company notice (i) stating that Pioneer intended to release Fleet Two effective upon the completion of operations on the pad where the performance of Services (as defined in the Fleet Two Agreement) is in progress on May 12, 2023 (the " Release Date " ) and (ii) requesting that the Company agree to the termination of the Fleet Two Agreement as of the Release Date. The Company agreed with such request, and, as a result, the Fleet Two Agreement will be terminated as of the Release Date. 57 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 subsidiaries, Services and Silvertip. 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, intangible assets, estimates related to deferred tax assets and liabilities, including any related valuation allowances, and estimates of fair value of stock‑based compensation. 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, aggregated into our one reportable segme nt—"Completion Services," from which the Company generates its revenues and "All Other" category. Completion Services — Completion services consists of downhole pumping services, which includes hy draulic fracturing, cementin g and wireline operations. Hydraulic fracturi ng is an oil well completion technique, which is part of the overall well completions process. It is a well-stimulation technique intended to optimize hydrocarbon flow paths during the completion phase of shale w ellbores. The process involves the injection of water, sand and chemicals under high pressure into shale formations. Our hydraulic fracturing contracts with our customers have one performance obligation, which is the contracted total stages, satisfied over time. We recognize revenue over time using a progress output, unit-of-work performed method, which is based on the agreed fixed transaction price and actual stages completed. We believe that recognizing revenue based on actual stages completed faithfully depicts how our hydraulic fracturing services are transferred to our customers over time. In addition, certain of our hydraulic fracturing equipment may be entitled to reservation or idle fee charges if a customer were to reserve or idle committed hydraulic fracturing equipment. The Company recognizes revenue related to reservation or idle fee charges on a daily basis as the performance obligations are met. Acidizing, which is part of our hydraulic fracturing operating segment, involves a well-stimulation technique where acid or similar chemicals are injected under pressure into formations to form or expand fissures. Our acidizing contracts have one performance obligation, satisfied at a point-in-time, upon completion of the contracted service or sale of acid or chemical when control is transferred to the customer. Jobs for these services are typically short term in nature, with most jobs completed in less than a day. We recognize acidizing revenue at a point-in-time, upon completion of the performance obligation. Our cementing services use pressure pumping equipment to deliver a slurry of liquid cement that is pumped down a well between the casing and the borehole. Our cementing contracts have one performance obligation, satisfied at a point-in-time, upon completion of the contracted service when control is transferred to the customer. Jobs for these services are typically short term in nature, with most jobs completed in less than a day. We recognize cementing revenue at a point-in-time, upon completion of the performance obligation. Wireline services (including pumpdown) are oil well completion techniques, which are part of the well completions services. Our wireline services utilize equipment with a drum of wireline to deploy perforating guns in the well to perforate the casing, cement, and formation. Once the well is perforated, the well can be fractured. Pumpdown utilizes pressure pumping equipment to pump water into the well to deploy perforating guns attached to wireline through the lateral section of a well. Our wireline contracts with our customers have one performance obligation, which is the 58 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) 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 wireline services are transferred to our customers over time. In addition, certain of our wireline equipment is entitled to daily equipment charges while the equipment is on the customer’s locations. The Company recognizes revenue related daily equipment charges on a daily basis as the performance obligations are met. The transaction price for each performance obligation for all our completion services is fixed per our contracts with our customers. All Other — All Other consists o f other complementary services such as coiled tubing, drilling and flowback operations, which are downhole well completion/remedial services. The performance obligation for these services had a fixed transaction price which was satisfied at a point-in-time upon completion of the service when control was transferred to the customer. Accordingly, we recognized revenue at a point-in-time, upon completion of the service and transfer of control to the customer. Cash, Cash Equivalents and Restricted Cash — All highly liquid investments with an original maturity of three months or less. Our restricted cash relates to cash received from a customer in connection with our contract with the customer to provide electric hydraulic fracturing services. The restricted cash advance from the customer will be credited towards the customer’s invoice as our revenue performance obligations are met over the contract period. Accounts Receivable — Accounts receivables are stated at the amount billed and billable to customers. At December 31, 2022 and 2021 accrued revenue (unbilled receivable) included as part of our accounts receivable was $ 51.9 million and $ 19.4 million, respectively. At December 31, 2022, the transaction price allocated to the remaining performance obligation for our partially completed hydraulic fracturing and wireline operations was $ 38.7 million, which is expected to be completed and recognized within one month following the current period balance sheet date, in our Completion Services reportable segment. At December 31, 2021 the transaction price allocated to the remaining performance obligation for our then partially completed hydraulic fracturing and wireline operations was $ 16.8 million , which was recorded as part of our Completion Services segment revenue for the year ended December 31, 2022. As of December 31, 2022, the Company had $ 0.4 million allowance for credit losses. Our allowance for credit losses is based on the evaluation of both our historic collection experience and economic outlook for 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 or future 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 depressed economic activities, including the potential impact of periodically adjusted borrowing base limits, level of hedged production, or unforeseen well shut-downs may affect the ability of its customers to timely pay receivables when due. Accordingly, in future periods, the Company may revise its estimates of expected credit losses. The table below shows a summary of allowance for credit losses during the year ended December 31, 2022: ($ in thousands) 2022 2021 2020 Balance - January 1, 2022 $ 217 $ 1,497 $ 1,049 Provision for credit losses during the period 202 282 448 Write-off during the period — ( 1,562 ) — Balance - December 31, 2022 $ 419 $ 217 $ 1,497 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: 59 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) Land Indefinite Buildings and property improvements 5 - 30 years Vehicles 1 ‑ 5 years Equipment 1 ‑ 22 years Leasehold improvements 5 ‑ 20 years Upon sale or retirement of property and equipment, including certain major components of our completion services 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. A significant portion of our loss on disposal of assets relates to replacement of major components like fluid and power ends. The Company recorded a loss on disposal of assets of $ 102.1 million, $ 64.6 million and $ 58.1 million for the years ended December 31, 2022, 2021 and 2020, 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. D uring the year ended December 31, 2022, w e recorded impairment expense of approximately $ 57.5 million in connection with our DuraStim® hydraulic fracturing equipment which remained idle because the pumps did not meet the manufacturer's specifications or our expectations. No impairment expense was recorded during the year ended December 31, 2021. 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 completions and drilling assets, respectively. 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 calculated 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 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 during the first quarter of 2020, we recorded goodwill impairment expense of $ 9.4 million during the year ended December 31, 2020 , which fully wrote off our goodwill carrying value. On November 1 2022, we acquired Silvertip for $ 148.1 million. We accounted for the Silvertip Acquisiton as a business combination using the acquisition method of accounting. Goodwill of $ 23.6 million was recorded as of the Silvertip Acquisition Date (as defined below), which represents the excess of the purchase price over the fair value of the assets and liabilities assumed. The acquisition complemented our existing business. Based on our goodwill impairment test as of December 31, 2022, we concluded that the goodwill related to the Silvertip Acquisition was not impaired. The goodwill related to the Silvertip Acquisition of $ 23.6 million is recorded in our wireline operating segment. There were no goodwill impairment losses during the years ended December 31, 2022 and 2021. 60 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) Intangible Assets — Intangible assets consist of customer relationships and trademark/trade name purchased in connection with the Silvertip Acquisition. In connection with the Silvertip Acquisition, we added intangible assets consisting of $ 46.5 million of customer relationships and $ 10.8 million of trademark/trade name. Intangible assets are amortized on a basis that reflects the pattern in which the economic benefits of the intangible assets are realized on a straight‑line basis over the asset’s estimated useful life, which is ten years . No significant residual value is estimated for intangible assets. 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 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. Deferred Loan Costs — The Company capitalized certain costs in connection with the amendment and restatement of its revolving credit facility, 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, 2022, 2021 and 2020, the amount of expense recorded was $ 0.8 million, $ 0.5 million and $ 0.5 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 or modification date, as applicable, using fair value estimates. Insurance Financing — The Company annually renews its commercial insurance policies, and may choose to either directly pay the insurance premium or finance a portion of the premium. If the Company finances a portion of the premium, a prepaid insurance asset is recorded and amortized monthly over the relevant period. 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 with credible operators in 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 2022 In March 2020, the FASB issued Accounting Standards Update ("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 was effective upon issuance and expired on December 31, 2022. Effective January 1, 2022, 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 2022 There were no recently issued ASUs the have not yet been adopted. 61 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SUPPLEMENTAL CASH FLOWS INFORMATION ($ in thousands) Year Ended December 31, 2022 2021 2020 Supplemental cash flows disclosures Interest paid $ 467 $ 72 $ 2,207 Income taxes paid $ 129 $ 196 $ 1,786 Supplemental disclosure of non‑cash investing and financing activities Capital expenditures included in accounts payable and accrued liabilities $ 82,452 $ 36,818 $ 14,803 Common stock issued for Silvertip Acquisition $ 106,736 $ — $ — Non-cash purchases of property and equipment $ 2,668 $ — $ — Equity securities received in exchange for sale of assets $ 11,853 $ — $ — 4. SILVERTIP ACQUISITION On November 1, 2022 (the "Silvertip Acquisition Date"), the Company entered into a purchase and sale agreement with New Silvertip Holdco, LLC, pursuant to which the Company acquired 100 % of the outstanding limited liability company interests of Silvertip, a wireline services company in the Permian Basin, in exchange for total consideration of $ 148.1 million (the "Silvertip Purchase Price") consisting of 10.1 million shares of our common stock valued at $ 106.7 million, $ 30.0 million of cash, the payoff of $ 7.2 million of assumed debt, and the payment of $ 4.1 million of certain closing and transaction costs. The Silvertip Acquisition positions the Company as a more integrated completions-focused oilfield services provider headquartered in the Permian Basin. The Company accounted for the Silvertip Acquisition using the acquisition method of accounting. The Silvertip Purchase Price was allocated to the major categories of assets acquired and liabilities assumed based upon their estimated fair value at the Silvertip Acquisition Date. The estimated fair values of certain assets and liabilities, including accounts receivable, require significant judgments and estimates. The measurements of assets acquired and liabilities assumed, are based on inputs that are not observable in the market and thus represent Level 3 inputs. The following table summarizes the fair value of the consideration transferred in the Silvertip Acquisition and the Silvertip Purchase Price to the fair value of the assets acquired and liabilities assumed (which are included within the accompanying consolidated balance sheet as of December 31, 2022) as of November 1, 2022, the Silvertip Acquisition Date: 62 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. SILVERTIP ACQUISITION (Continued) ($ in thousands) Total Purchase Consideration: Cash consideration $ 30,000 Equity consideration 106,736 Debt payments and closing costs 11,320 Total consideration $ 148,056 Cash and cash equivalents $ 2,681 Accounts receivable and unbilled revenue 21,079 Inventories 1,209 Prepaid expenses 2,476 Other current assets 1,059 Property and equipment (1) 52,478 Intangible assets: Trademark/trade name (2) 10,800 Customer relationships (2) 46,500 Goodwill 23,624 Operating lease right-of-use asset 2,783 Total identifiable assets acquired 164,689 Accounts payable 7,659 Accrued and other current liabilities 6,178 Operating lease liability 2,796 Total liabilities assumed 16,633 Total purchase consideration $ 148,056 (1) Remaining useful lives ranging from less than one to 22 years. (2) Definite lived intangibles with amortization period of 10 years. The goodwill arising from the Silvertip Acquisition is attributable to the expected operational synergies resulting from our integrated service offerings. The goodwill arising from the Silvertip Acquisition has been allocated to our wireline operations, and are included in our wireline operating segment. The Company’s transaction costs were recognized separately from the acquisition of assets and assumptions of liabilities in the Silvertip Acquisition, and were expensed as incurred. These costs are included within general and administrative expenses in our consolidated statements of operations. The following combined pro forma information assumes the Silvertip Acquisition occurred on January 1, 2021. The pro forma information presented below is for illustrative purposes only and does not reflect future events that occurred after December 31, 2022 or any operating efficiencies or inefficiencies that may result from the Silvertip Acquisition. The information is not necessarily indicative of results that would have been achieved had the Company controlled Silvertip during the periods presented. (unaudited, $ in thousands) Year Ended December 31, 2022 2021 Revenue $ 1,428,282 $ 1,013,261 Net income ( loss) (1) 26,716 ( 43,957 ) (1) The nonrecurring acquisition costs of $ 2.2 million were included in our pro forma results for the year ended December 31, 2021. 63 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. SILVERTIP ACQUISITION (Continued) The Company’s consolidated statement of operations for the year ended December 31, 2022 includes 61 days of Silvertip operations as the Silvertip Acquisition closed on November 1, 2022. 5. 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: 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 The fair values of cash, cash equivalents and restricted cash, accounts receivable, accounts payable, accrued and other current liabilities, and long-term debt are estimated to be approximately equivalent to carrying amounts as of December 31, 2022 and 2021 and have been excluded from the table below. Assets measured at fair value on a recurring basis as of December 31, 2022 are set forth below: (In thousands) Estimated fair value measurements Balance Quoted prices in active market (Level 1) Significant other observable inputs (Level 2) Significant other unobservable inputs (Level 3) Total gains (losses) December 31, 2022: Short-term investment $ 10,283 $ 10,283 $ — $ — $ ( 1,570 ) December 31, 2021: Short-term investment $ — $ — $ — $ — $ — Short-term investment — On September 1, 2022, the Company received 2.6 million common shares of STEP Energy Services (USA) L td. ("STEP") with an estimated fair value of $ 11.8 million as part of the consideration for the sale of our coiled tubing assets to STEP. The shares were treated as an investment in equity securities measured at fair value using Level 1 inputs based on observable prices on the Toronto Stock Exchange and are shown under current assets in our consolidated balance sheets. As of December 31, 2022, the fair value of the short-term investment was estimated at $ 10.3 million, and the unrealized loss resulting from the fluctuation in stock price was $ 1.6 million. Included in the unrealized loss was a loss of $ 0.3 million resulting from non-cash foreign currency translation . The unrealized l osses resulting from stock price fluctuation and foreign currency translation are included in other income (expense) in our consolidated statements of operations. 64 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. FAIR VALUE MEASUREMENTS (Continued) Assets Measured at Fair Value on a Nonrecurring Basis Certain assets and liabilities are measured at fair value on a nonrecurring basis. These items are not measured at fair value on an ongoing basis but may be subject to fair value adjustments in certain circumstances. These assets and liabilities include those acquired through the Silvertip Acquisition, which are required to be measured at fair value on the acquisition date according to ASC Topic 805, Business Combinations (see Note 4. Silvertip Acquisition). During the year ended December 31, 2022, we recorded impairment expense of approximately $ 57.5 million in connection with our DuraStim® hydraulic fracturing pumps that did not meet the manufacturer's specifications or our expectations. There was no impairment of assets during the year ended December 31, 2021 . During the year ended December 31, 2020, we recorded property and equipment impairment loss of approximately $ 28.6 million in connection with the depressed utilization of our completions (pressure pumping) and drilling assets . On September 21, 2022, the Company received equipment inventory from the manufacturer of DuraStim® hydraulic fracturing equipment in connection with its settlement of warranty claims for the DuraStim® hydraulic fracturing equipment acquired from the manufacturer. T he fair value of this equipment inventory received from the manufacturer was estimated to be $ 2.7 million. The estimated fair value was determined using the cost approach, which represents a Level 3 in the fair value measurement hierarchy. Our fair value estimate required us to use significant unobservable inputs, including a third party valuation and assumptions related to replacement cost, among others. Accordingly, we recorded non-cash income of $ 2.7 million, which is presented within other income (expense) in our consolidated statements of operations, and the equipment inventory received included as part of our property and equipment in our consolidated balance sheets . We generally apply fair value techniques to our reporting units on a nonrecurring basis associated with valuing potential impairment loss related to goodwill, if any. 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. We added $ 23.6 million of goodwill during the year ended December 31, 2022 (see Note 4. Silvertip Acquisition). There were no additions to goodwill during the years ended December 31, 2021 and 2020. There were no write-offs of goodwill during the years ended December 31, 2022, 2021 and 2020. We conducted our annual impairment test of goodwill as of December 31, 2022 and determined that no impairment to the carrying value of goodwill for our reporting unit (wireline operating segment) was required. There were no goodwill impairment losses during the years ended December 31, 2022 and 2021. 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 Completion Services 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. The wireline operating segment is the only segment which has goodwill at December 31, 2022. The table below sets forth the changes in the carrying amount of goodwill for the year ended December 31, 2022. ($ in thousands) Goodwill as of January 1, 2021 — net $ — Goodwill addition during the year — Less impairment losses — Goodwill as of December 31, 2021 — net — Goodwill addition during the year 23,624 Less impairment losses — Goodwill as of December 31, 2022 — net $ 23,624 65 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: ($ in thousands) December 31, 2022 2021 Land $ 11,793 $ 10,551 Buildings 34,298 30,045 Equipment and vehicles 1,397,727 1,248,464 Leasehold improvements 8,573 8,159 Subtotal 1,452,391 1,297,219 Less accumulated depreciation ( 529,656 ) ( 488,725 ) Property and equipment — net $ 922,735 $ 808,494 During the years ended December 31, 2022 and 2021 and 2020, our depreciation expense was $ 127.2 million, $ 133.4 million and $ 153.3 million respectively. In December 2021, the Company disposed of two turbine generators, which were included in our Completion Services reportable segment, for total cash proceeds of approximately $ 36.0 million. The net book value of the two turbines prior to the disposal was approximately $ 39.5 million, resulting in loss on disposal of approximately $ 3.5 million. 7. INTANGIBLE ASSETS Intangible assets consist of customer relationships and trademark/trade name. Intangible assets are amortized on a straight‑line basis with a useful life of ten years . Amortization expense included in net income (loss) for the years ended December 31, 2022, 2021 and 2020 was $ 1.0 million, $ 0 and $ 0 , respectively. The Company’s intangible assets subject to amortization consisted of the following: ($ in thousands) December 31, 2022 2021 Intangible assets acquired: Trademark/trade name $ 10,800 $ — Customer relationships 46,500 — Total intangible assets acquired 57,300 — Accumulated amortization: Trademark/trade name ( 180 ) — Customer relationships ( 775 ) — Total accumulated amortization ( 955 ) — Intangible assets — net $ 56,345 $ — 66 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. INTANGIBLE ASSETS (Continued) Estimated remaining amortization expense subsequent fiscal years is expected to be as follows: ($ in thousands) Year Estimated future amortization expense 2023 $ 5,730 2024 5,730 2025 5,730 2026 5,730 2027 and beyond 33,425 Total $ 56,345 The average amortization period remaining is approximately 9.8 years. 8. LONG‑TERM DEBT Asset-Based Loan ( " ABL ") Credit Facility Our revolving credit facility, as amended in 2018, had a total borrowing capacity of $ 300 million (subject to the borrowing base limit), with a maturity date of December 19, 2023. The revolving credit facility had a borrowing base of 85 % of monthly eligible accounts receivable less customary reserves, as redetermined monthly. The revolving credit facility, included a springing fixed charge coverage ratio to apply when excess availability is less than the greater of (i) 10 % of the lesser of the facility size or the borrowing base or (ii) $ 22.5 million. Borrowings under this revolving credit facility accrued interest based on a three-tier pricing grid tied to availability, and we had the option to elect for loans to be based on either LIBOR or base rate, plus the applicable margin, which ranged from 1.75 % to 2.25 % for LIBOR loans and 0.75 % to 1.25 % for base rate loans, with a LIBOR floor of zero . Effective April 13, 2022, the Company entered into an amendment and restatement of its revolving credit facility (as a mended and restated, "ABL Credit Facility"). The ABL Credit Facility decreased the borrowing capacity to $ 150.0 million (subject to the Borrowing Base (as defined below) limit), with the maturity date extended to April 13, 2027. The ABL Credit Facility has a borrowing base of 85 % to 90 %, depending on the credit ratings of our accounts receivable counterparties, of monthly eligible accounts receivable less customary reserves (the "Borrowing Base"), as redetermined monthly. The Borrowing Base as of December 31, 2022, was approximately $ 102.3 million. The ABL Credit Facility includes a springing fixed charge coverage ratio to apply when excess availability is less than the greater of (i) 10 % of the lesser of the facility size or the Borrowing Base or (ii) $ 10.0 million. Under this facility we are required to comply, subject to certain exceptions and materiality qualifiers, with certain customary affirmative and negative covenants, including, but not limited to, covenants pertaining to our ability to incur liens, indebtedness, changes in the nature of our business, mergers and other fundamental changes, disposal of assets, investments and restricted payments, amendments to our organizational documents or accounting policies, prepayments of certain debt, dividends, transactions with affiliates, and certain other activities. Borrowings under the ABL Credit Facility are secured by a first priority lien and security interest in substantially all assets of the Company. Borrowings under the ABL Credit Facility accrue interest based on a three-tier pricing grid tied to availability, and we may elect for loans to be based on either the Secured Overnight Financing Rate ("SOFR") or the base rate, plus the applicable margin, which ranges from 1.50 % to 2.00 % for SOFR loans and 0.50 % to 1.00 % for base rate loans. The weighted average interest rate for our ABL Credit Facility for the year ended December 31, 2022 was 5.43 % . The loan origination costs relating to the ABL Credit Facility are classified as an asset in the balance sheet. As of December 31, 2022, we had borrowings of $ 30.0 million outstanding under our ABL Credit Facility. There were no borrowings under the ABL Credit Facility as of December 31, 2021. 67 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consisted of the following: ($ in thousands) December 31, 2022 2021 Accrued insurance 517 — Accrued payroll and related expenses 14,137 6,816 Deferred revenue (advance from customer) 10,000 — Capital expenditure, taxes and others accruals 24,373 13,951 Total $ 49,027 $ 20,767 10. EMPLOYEE BENEFIT PLAN The Company has a 401(k) plan, modified effective January 1, 2019, and the Company matches 100 % of the employee contributions up to 6 % of gross salary, up to the annual limit. 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. Effective April 1, 2022, the Company modified its 401(k) plan to allow for immediate vesting of the Company’s contributions. During the years ended December 31, 2022, 2021 and 2020, the recorded expense under the plan was $ 4.6 million, $ 2.8 million and $ 2.1 million, respectively. 11. REPORTABLE SEGMENT INFORMATION The Company currently has three operating segments for which discrete financial information is readily available: hydraulic fracturing (inclusive of acidizing), cementing and wireline. T hese operating segments represent how the Chief Operating Decision Maker evaluates performance and allocates resources. In March 2020, the Company shut down its flowback operating segment and subsequently disposed of the assets for approximately $ 1.6 million. 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. On September 1, 2022, the Company shut down its coiled tubing operations and disposed of its coiled tubing assets to STEP as part of a strategic repositioning, and recorded a loss on disposal of $ 13.8 million. The divestiture of our flowback, drilling and coiled tubing assets did not qualify for presentation and disclosure as discontinued operations, and accordingly, we have recorded the resulting losses from the disposal as part of our loss on disposal of assets in our consolidated statement of operations. Our flowback, drilling and coiled tubing operations were included in our " All Other " category. The divestiture of our flowback, drilling and coiled tubing operations that were historically included in the "All Other" category and the Silvertip Acquisition, which resulted in our new wireline operations in 2022, resulted in a net change in the number of operating segments to three . All three remaining operating segments are now aggregated into Completion Services, which is our only reportable segment. In accordance with FASB ASC 280— Segment Reporting , the Company has one reportable segment (Completion Services) comprised of the hydraulic fracturing, cementing and wireline operating segments. The Silvertip Acquisition which resulted in the addition of a new wireline operating segment, and the disposal of our flowback, drilling and coiled tubing operations (previously included in the " All Other " category), collectively resulted in a change to the structure and composition of our reportable segment and " All Other " category. Our previous Pressure Pumping reportable segment is now renamed to " Completion Services " because of the inclusion of the new wireline completion services. In addition, we have reclassified all our corporate overhead costs (inclusive of income taxes and interest expense) previously included in the "A ll other " category to Completion Services reportable segment. As a result of the change in the structure and composition of our reportable segment, we have restated our segment disclosure for the years ended December 31, 2022, 2021 and 2020 to include corporate costs in our Completion Services reportable segment. Our hydraulic fracturing operating segment revenue approximated 90.3 % , 93.3 % and 94.2 % of our Completion Services revenue for the years ended December 31, 2022, 2021 and 2020, respectively. Our cementing operating segment revenue approximated 7.3 %, 6.7 % and 5.8 % of our Completion Services revenue for the years ended December 31, 2022, 2021 and 2020, respectively. Revenue from our wireline operating segment (resulting from the acquisition of Silvertip in 2022) 68 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. REPORTABLE SEGMENT INFORMATION (Continued) approximated 2.4 % of our Completion Services revenue for the year ended December 31, 2022. 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 (earnings before other income (expense), interest expense, income taxes, depreciation and amortization, stock-based compensation expense, severance and related expense, impairment expense, (gain)/loss on disposal of assets and other unusual or nonrecurring expenses or (income)). A reconciliation from segment level financial information to the consolidated statement of operations is provided in the table below (in thousands): Completion Services All Other Total Year ended and as of December 31, 2022 Service revenue $ 1,266,261 $ 13,440 $ 1,279,701 Adjusted EBITDA $ 318,051 $ ( 1,461 ) $ 316,590 Depreciation and amortization $ 125,867 $ 2,241 $ 128,108 Impairment expense $ 57,454 $ — $ 57,454 Capital expenditures $ 362,467 $ 2,849 $ 365,316 Goodwill $ 23,624 $ — $ 23,624 Total assets $ 1,335,501 $ 285 $ 1,335,786 Completion Services All Other Total Year ended and as of December 31, 2021 Service revenue $ 857,642 $ 16,872 $ 874,514 Adjusted EBITDA $ 134,309 $ 698 $ 135,007 Depreciation and amortization $ 129,780 $ 3,597 $ 133,377 Capital expenditures $ 162,222 $ 2,936 $ 165,158 Total assets $ 1,029,992 $ 31,244 $ 1,061,236 Completion Services All Other Total Year ended and as of December 31, 2020 Service revenue $ 773,474 $ 15,758 $ 789,232 Adjusted EBITDA $ 141,652 $ ( 189 ) $ 141,463 Depreciation and amortization $ 148,936 $ 4,354 $ 153,290 Impairment expense $ 36,907 $ 1,095 $ 38,002 Capital expenditures $ 80,410 $ 835 $ 81,245 Total assets $ 1,018,536 $ 32,203 $ 1,050,739 69 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. REPORTABLE SEGMENT INFORMATION (Continued) Reconciliation of net income (loss) to adjusted EBITDA (in thousands): Completion Services All Other Total Year ended December 31, 2022 Net income (loss) $ 19,754 $ ( 17,724 ) $ 2,030 Depreciation and amortization 125,867 2,241 128,108 Interest expense 1,605 — 1,605 Income tax expense 5,356 — 5,356 Loss on disposal of assets 88,145 14,005 102,150 Impairment expense 57,454 — 57,454 Stock‑based compensation 21,881 — 21,881 Other income (2) (3) ( 11,582 ) — ( 11,582 ) Other general and administrative expense (1) 8,460 — 8,460 Severance expense 1,111 17 1,128 Adjusted EBITDA $ 318,051 $ ( 1,461 ) $ 316,590 Completion Services All Other Total Year ended December 31, 2021 Net loss $ ( 51,189 ) $ ( 2,996 ) $ ( 54,185 ) Depreciation and amortization 129,780 3,597 133,377 Interest expense 614 — 614 Income tax benefit ( 14,252 ) — ( 14,252 ) Loss on disposal of assets 64,549 97 64,646 Stock‑based compensation 11,519 — 11,519 Other income ( 873 ) — ( 873 ) Other general and administrative expense (1) ( 6,471 ) — ( 6,471 ) Severance expense 632 — 632 Adjusted EBITDA $ 134,309 $ 698 $ 135,007 Completion Services All Other Total Year ended December 31, 2020 Net loss $ ( 99,830 ) $ ( 7,190 ) $ ( 107,020 ) Depreciation and amortization 148,936 4,354 153,290 Interest expense 2,383 — 2,383 Income tax benefit ( 27,480 ) — ( 27,480 ) Loss on disposal of assets 56,584 1,552 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 1,140 — 1,140 Adjusted EBITDA $ 141,652 $ ( 189 ) $ 141,463 (1) During the years ended December 31, 2022, 2021 and 2020, other general and administrative expense (net of reimbursement from insurance carriers) primarily relates to nonrecurring professional fees paid to external consultants in connection with our audit committee review, SEC investigation, shareholder litigation, legal settlement to a vendor and other legal matters, net of insurance recoveries. During the years ended December 31, 2022, 2021 and 2020, we received reimbursement of approximately $ 10.4 million, $ 9.8 million and $ 0.6 million, respectively, from our insurance carriers in connection with the SEC investigation and shareholder litigation. (2) Includes a $ 10.7 million net tax refund (net of advisory fees) received in March 2022 from the Texas Comptroller of Public Accounts in connection with limited sales, excise and use tax audit of the period from July 1, 2015 through December 31, 2018. (3) Includes $ 2.7 million non-cash income from fixed asset inventory received as part of a settlement of warranty claims with an equipment manufacturer and a $ 1.6 million unrealized loss on short-term investment. 70 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. 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, 2022 2021 2020 Customer A 33.1 % 54.2 % 42.5 % Customer B 28.3 % 14.6 % 20.3 % Customer C 15.0 % 8.8 % 9.3 % Customer D 4.7 % 4.4 % 8.6 % Customer E 2.9 % 3.8 % 5.8 % The above significant customers’ revenue that relates to Completion Services reportable segment is below: Year Ended December 31, 2022 2021 2020 Customer A 99.8 % 99.6 % 99.8 % Customer B 99.9 % 100.0 % 97.6 % Customer C 100.0 % 99.7 % 99.9 % Customer D 99.1 % 87.6 % 99.7 % Customer E 99.4 % 100.0 % 85.7 % 12. 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, 2022 2021 2020 Numerator (both basic and diluted) Net income (loss) relevant to common stockholders $ 2,030 $ ( 54,185 ) $ ( 107,020 ) Denominator Denominator for basic net income (loss) per share 105,868 102,655 100,829 Dilutive effect of stock options 80 — — Dilutive effect of performance stock units 506 — — Dilutive effect of restricted stock units 484 — — Denominator for diluted net income (loss) per share 106,939 102,655 100,829 Basic net income (loss) per common share $ 0.02 $ ( 0.53 ) $ ( 1.06 ) Diluted net income (loss) per common share $ 0.02 $ ( 0.53 ) $ ( 1.06 ) 71 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12. 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, 2022, 2021 and 2020 have not been included in the calculation of diluted (loss) income per common share for the years ended December 31, 2022, 2021 and 2020 because they would be anti-dilutive to the calculation of diluted net (loss) income per common share: (In thousands) 2022 2021 2020 Stock options 491 798 4,200 Restricted stock units 12 1,413 1,165 Performance stock units — 1,586 1,019 Total 503 3,797 6,384 13. 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 Initial Public Offering ("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 with respect to awards granted pursuant to the plan. No awards have been granted under the 2017 Incentive Plan following approval of the 2020 Incentive Plan (as defined below), and no further awards will be granted under the 2017 Incentive 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. The 2017 Incentive Plan and the 2020 Incentive Plan are herein collectively referred to as the "Incentive Plans." Stock Options 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, 2022, 2021 and 2020. As of December 31, 2022, there was no aggregate intrinsic value for our outstanding or exercisable stock options because the closing stock price as of December 31, 2022 was below the cost to exercise the options. The aggregate intrinsic value for the exercised stock options during the year ended December 31, 2022 was $ 2.6 million . The weighted average remaining contractual term for the outstanding and exercisable stock options as of December 31, 2022, w as 1.9 years and 1.9 years, respec tively. 72 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. STOCK‑BASED COMPENSATION (Continued) A summary of the stock option activity during the year ended December 31, 2022 is presented below (in thousands, except for exercise price): Number of Shares Weighted Average Exercise Price Outstanding at January 1, 2022 798 $ 9.77 Granted — $ — Exercised ( 310 ) $ 3.11 Forfeited — $ — Expired — $ — Outstanding at December 31, 2022 488 $ 14.00 Exercisable at December 31, 2022 488 $ 14.00 Restricted Stock Units In 2022, we granted 863,433 RSUs to employees, officers and directors pursuant to the ProPetro Holding Corp. 2020 Long Term Incentive Plan, which generally vest ratably over a three-year vesting period, in the case of awards to employees and officers, and generally vest in full after one year , in the case of awards to directors. RSUs are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases to be an employee or director of the Company prior to vesting of the award. Each RSU represents the right to receive one share of common stock. The grant date fair value of the RSUs is based on the closing share price of our common stock on the date of grant. For the years ended December 31, 2022, 2021 and 2020, the Company recognized stock compensation expense for RSUs of approximately $ 11.1 million, $ 6.2 million and $ 5.1 million, respectively. On March 31, 2022, the Company modified the RSUs previously granted to a former officer in 2019, 2020 and 2021 to accelerate the vesting of such RSUs in connection with his separation agreement. On December 31, 2022, the Company modified the RSUs previously granted to a former officer in 2020, 2021 and 2022 to accelerate the vesting of such RSUs in connection with his separation agreement. As a result of these modifications, we recorded a net incremental stock expense of $ 1.2 million duri ng the year ended December 31, 2022. As of December 31, 2022, the total unrecognized compensation expense for all RSUs was approxima tely $ 8.8 million, and is expected to be recognized over a weighted-average period of approximately 1.7 years. The following table summarizes the RSUs activity during the year December 31, 2022 (in thousands, except for fair value): Number of Shares Weighted Average Grant Date Fair Value ("FV") Outstanding at January 1, 2022 1,413 $ 9.19 Granted 863 $ 12.00 Vested ( 935 ) $ 9.31 Forfeited ( 74 ) $ 11.06 Canceled — $ — Outstanding at December 31, 2022 1,268 $ 10.91 Performance Stock Units In 2022, we granted 327,939 P SUs to certain key employees and officers as new awards under the 2020 Incentive Plan. Each PSU earned represents the right to receive either one share of common stock or, as determined by the administrator in its sole discretion, a cash amount equal to the fair market value of one share of common stock or amount of cash on the day immediately preceding the settlement date. The actual number of shares of common stock that may be issued under the PSUs 73 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. STOCK‑BASED COMPENSATION (Continued) ranges from 0 % up to a maximum of 200 % of the target number of PSUs granted to the participant, based on our total shareholder return ("TSR") relative to a designated peer group, generally at the end of a three-year period. In addition to the TSR conditions, vesting of the PSUs is generally subject to the recipient’s continued employment through the end of the applicable performance period. Compensation expense is recorded ratably over the corresponding requisite service period. The grant date fair value of PSUs is determined using a Monte Carlo probability model. Grant recipients do not have any shareholder rights until performance relative to the peer group has been determined following the completion of the performance period and shares have been issued. In connection with a former officer’s separation agreement, on March 31, 2022, the Company modified the PSUs previously granted to such former officer in 2020 and 2021 to provide for deemed satisfaction of the service requirement applicable to such PSUs as of March 31, 2022, such that such PSUs shall remain outstanding and eligible to vest based on our TSR relative to a d esignated peer group over the applicable performance period. In connection with a former officer’s separation agreement, on December 31, 2022, the Company modified the PSUs previously granted to such former officer in 2021 and 2022 to provide for deemed satisfaction of the service requirement applicable to such PSUs as of December 31, 2022, such that such PSUs shall remain outstanding and eligible to vest based on our TSR relative to a designated peer group over the applicable performance period. As a result of these modifications, we recorded a net incremental stock expense of $ 2.6 million during the year ended December 31, 2022. For the years ended December 31, 2022, 2021 and 2020 the Company recognized stock compensation expense for the PSUs of approximatel y $ 10.8 million, $ 5.5 million and $ 1.7 million, respectively. The following table summarizes information about PSUs activity during the year ended December 31, 2022 (in thousands, except for fair value): Period Granted Target Shares Outstanding at January 1, 2022 Target Shares Granted Target Shares Vested Target Shares Forfeited Target Shares Outstanding at December 31, 2022 2019 126 — ( 126 ) — — 2020 809 — — — 809 2021 651 — — ( 18 ) 632 2022 — 328 — ( 12 ) 316 Total 1,586 328 ( 126 ) ( 30 ) 1,757 Weighted Average FV Per Share $ 12.48 $ 19.99 $ 27.49 $ 17.19 $ 12.72 The total stock compensation expense for the years ended December 31, 2022, 2021 and 2020 for all stock awards was approximately $ 21.9 million , $ 11.5 million and $ 9.1 million, respectively. The total unrecognized stock-based compensation expense as of December 31, 2022 was approximately $ 15.7 million, and is expected to be recognized over a weighted-average period of approximately 1.5 years. 74 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 14. INCOME TAXES The components of the provision for income taxes are as follows: ($ in thousands) Year Ended December 31, 2022 2021 2020 Federal: Current $ — $ ( 52 ) $ — Deferred 4,157 ( 15,143 ) ( 27,104 ) 4,157 ( 15,195 ) ( 27,104 ) State: Current 1,143 88 221 Deferred 56 855 ( 597 ) 1,199 943 ( 376 ) Total income tax expense $ 5,356 $ ( 14,252 ) $ ( 27,480 ) Reconciliation between the amounts determined by applying the federal statutory rate of 21% for years ended December 31, 2022, 2021 and 2020 to income tax (benefit) expense is as follows: ($ in thousands) Year Ended December 31, 2022 2021 2020 Taxes at federal statutory rate $ 1,551 $ ( 14,372 ) $ ( 28,245 ) State taxes, net of federal benefit 709 61 154 Section 162(m) limitation 3,423 616 3 Stock-based compensation ( 767 ) ( 2,549 ) 751 Valuation allowance ( 336 ) 825 868 Other 776 1,167 ( 1,011 ) Total income tax (benefit) expense $ 5,356 $ ( 14,252 ) $ ( 27,480 ) 75 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 14. INCOME TAXES (Continued) 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, 2022 2021 Deferred Income Tax Assets Accrued liabilities $ 1,280 $ 911 Allowance for credit losses 88 46 Goodwill and other intangible assets 2,451 2,161 Stock‑based compensation 3,658 3,382 Net operating losses 90,397 87,822 Other 490 56 Total deferred tax assets 98,364 94,378 Valuation allowance ( 1,357 ) ( 1,693 ) Total deferred tax assets — net $ 97,007 $ 92,685 Deferred Income Tax Liabilities Property and equipment $ ( 161,195 ) $ ( 152,624 ) Prepaid expenses ( 1,077 ) ( 1,113 ) Total deferred tax liabilities $ ( 162,272 ) $ ( 153,737 ) Net deferred tax liabilities $ ( 65,265 ) $ ( 61,052 ) 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, 2022, the Company had approximately $ 421.7 million of U.S.federal NOLs, some of which will begin to expire in 2035. Approximately $ 219.5 million of the Company’s U.S. federal NOLs relate to pre-2018 periods. As of December 31, 2022, the Company’s state NOLs were approximately $ 50.4 million and will begin to expire in 2024. Utilization of NOLs carryforwards may be limited due to past or future ownership changes. As of December 31, 2022, we determined that $ 1.4 million valuation allowance was necessary against our state deferred tax assets. The Company’s U.S. federal income tax returns for the y ear ended December 31, 2019, and through the most recent filing remain open to examination by the Internal Revenue Service under the applicable U.S. federal statute of 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, 2018, 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, 2022, 2021 and 2020, 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. 76 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 15. RELATED-PARTY TRANSACTIONS Operations and Maintenance Yards The Company rents five yards from an entity, in which a director of the Company has an equity interest and the 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. Pioneer On December 31, 2018, we consummated the Pioneer Pressure Pumping Acquisition with Pioneer and Pioneer Pumping Services. 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. On March 31, 2022, we entered into an amended and restated pressure pumping services agreement (the "A&R Pressure Pumping Services Agreement"), which was initially entered into in connection with the Pioneer Pressure Pumping Acquisition. The A&R Pressure Pumping Services Agreement was effective January 1, 2022 through December 31, 2022. The A&R Pressure Pumping Services Agreement reduced the number of contracted fleets from eight fleets to six fleets, modified the pressure pumping scope of work and pricing mechanism for contracted fleets, and replaced the idle fees arrangement with equipment reservation fees (the "Reservation fees"). As part of the Reservation fees arrangement, the Company will be entitled to receive compensation for all eligible contracted fleets that are made available to Pioneer at the beginning of every quarter in 2022 through the term of the A&R Pressure Pumping Services Agreement. On October 31, 2022, we entered into two pressure pumping services agreements (the "Fleet One Agreement" and "Fleet Two Agreement") with Pioneer, where we will provide hydraulic fracturing services with two committed fleets, subject to certain termination and release rights. The Fleet One Agreement was effective as of January 1, 2023 and will terminate on August 31, 2023. The Fleet Two Agreement was effective as of January 1, 2023 and was originally planned to terminate on the one year anniversary of the date on which the fleet dedicated thereunder converted from a Tier II diesel Simul-Frac fleet to a Tier IV dual fuel zipper fleet, which was expected to occur in May 2023. In February 2023, Pioneer provided the Company notice (i) stating that Pioneer intended to release Fleet Two effective upon the completion of operations on the pad where the performance of Services (as defined in the Fleet Two Agreement) is in progress on May 12, 2023 and (ii) requesting that the Company agree to the termination of the Fleet Two Agreement as of the Release Date. The Company agreed with such request, and, as a result, the Fleet Two Agreement will be terminated as of the Release Date. Revenue from services provided to Pioneer (including reservation and idle fees) accounted for approximately $ 423.7 million, $ 473.8 million and $ 335.4 million of our total revenue during the years ended December 31, 2022, 2021 and 2020, respectively. In connection with the Pioneer Pressure Pumping Acquisition, the Company agreed to reimburse Pioneer for a certain portion of the retention bonuses paid to former Pioneer employees that were subsequently employed by the Company. During years ended December 31, 2022, 2021 and 2020, the Company fully reimbursed Pioneer approximately $ 0 , $ 0 and $ 2.7 million respectively. As of December 31, 2022, the total accounts receivable due from Pioneer, including estimated unbilled receivable for services (including reservation fees) we provided, amounted to $ 46.2 million a nd the amount due to Pioneer was $ 0 . As of December 31, 2021, the balance due from Pioneer for services (including idle fees) we provided amo unted to approximately $ 62.1 million and the amount due to Pioneer was $ 0 . 16. 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. 77 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 16. LEASES (Continued) Operating Leases Description of Lease In March 2013, we entered into a ten-year real estate lease contract (the " Real Estate One Lease " ) with a commencement date of April 1, 2013, as part of the expansion of our equipment yard. For the years ended December 31, 2022, 2021 and 2020, the Company made lease payments of approximately $ 0.4 million , $ 0.4 million and $ 0.4 million, respectively. The assets and liabilities under this contract are included in our Completion Services reportable segment. In addition to the contractual lease period, the contract includes an optional renewal of up to ten years , and in management’s judgm ent 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 One Lease does not contain variability in payments resulting from either an index change or rate change. We accounted for our Real Estate One Lease as an operating lease. This conclusion 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 leases because we concluded that the accounting effect was insignificant. As of December 31, 2022, the weighted average discount rate and remaining lease ter m was 6.7 % and 0.3 years, re spectively. As part of our expansion of our hydraulic fracturing equipment maintenance program, we entered into a two year maintenance facility real estate lease contract (the "Maintenance Facility Lease") with a commencement date of March 14, 2022 . During the year ended December 31, 2022 the Company made lease payments of approximately $ 0.3 million. In addition to the contractual lease period, the contract includes an optional renewal for three additional periods of one year each, 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 Maintenance Facility Lease does not contain variability in payments resulting from either an index change or rate change. We accounted for our Maintenance Facility Lease as an operating lease. This conclusion 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 Maintenance Facility Lease because we concluded that the accounting effect was insignificant. As of December 31, 2022, the weighted average discount rate and remaining lease term was approximately 3.4 % and 1.2 years, respectively. In August 2022 and December 2022, we entered into three year equipment leases (the "Electric Fleet Lease") for a total of four fleets with 60,000 HHP per fleet. The Electric Fleet Lease contains an option to purchase the equipment at any time during the period of the lease. The leases have not yet commenced. We currently do not control the assets under the Electric Fleet Lease because they are currently being manufactured by the vendor and we have not taken possession of the assets. The manufacturing and delivery of the electric fleets is estimated to take up to ten months from the lease execution date. Given that the Company has not yet taken possession of the assets under the Electric Fleet Lease, the Company has not accounted for the right of use and lease obligation in its balance sheet as of December 31, 2022. In October 2022, we entered into a real estate lease contract for five years, four months (the "Real Estate Two Lease"), expected to commence in March 2023. Since the lease had not commenced because the Company has not taken possession of the asset as of December 31, 2022, the Company has not accounted for the right of use and lease obligation in its balance sheet as of December 31, 2022. In addition to the contractual lease period, the contract includes two optional renewals of one year each, and in management’s judgment the exercise of the renewal options is not reasonably assured. The contract does not include a residual value guarantee, covenants or financial restrictions. Further, the Real Estate One Lease does not contain variability in payments resulting from either an index change or rate change. As part of the Silvertip Acquisition, we assumed two real estate leases (the "Silvertip Leases") with remaining terms of four years, nine months and six years, one month , respectively, from the Silvertip Acquisition Date. During the period from November 1, 2022 to December 31, 2022, the Company made lease payments of approximately $ 0.03 million and $ 0.05 million, respectively. The assets and liabilities under these contracts are recorded in our wireline operating segment. The Silvertip Leases do not have any renewal options, residual value guarantees, covenants or financial restrictions. Further, the Silvertip Leases do not contain variability in payments resulting from either an index change or rate change. We accounted for our Silvertip Leases as operating leases. This conclusion 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 leases because we concluded that the accounting effect was insignificant. As of December 31, 2022, the weighted average discount rate and remaining lease term was 2.1 % and 5.5 years, re spectively. 78 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 16. LEASES (Continued) As of December 31, 2022, our total operating lease right-of-use asset cost wa s $ 4.6 million, and accumulated amortization was $ 1.5 million. As of December 31, 2021, our total operating lease right-of-use ass et cost was $ 1.2 million, and accumulated amortization was $ 0.8 million. For the years ended December 31, 2022, 2021 and 2020 we recorded operating lease cost of $ 0.7 million, $ 0.3 million and $ 0.3 million respectively, in our statement of operations. 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. In March 2020, the Company exercised its option and purchased the land associated with the Ground Lease for approximately $ 2.5 million. The maturity analysis of liabilities and reconciliation to undiscounted and discounted remaining future lease payments for operating leases as of December 31, 2022 are as follows: ($ in thousands) Totals 2023 $ 912 2024 570 2025 526 2026 533 2027 463 2028 322 Total undiscounted future lease payments 3,326 Amount representing interest ( 164 ) Present value of future lease payments (lease obligation) $ 3,162 The total cash paid for amounts included in the measurement of our operating lease liability during the year ended December 31, 2022 was approximately $ 0.7 million . The non-cash lease obligation we recorded upon execution of the Maintenance Facility Lease was approximately $ 0.6 million. During the year ended December 31, 2021, the total cash paid for amounts included in the measurement of our operating lease liability was approximately $ 0.4 million. 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 lease") from our balance sheet and continue to record short-term leases as a period expense. For the years ended December 31, 2022, 2021 and 2020 , our short-term asset lease expense was approximately $ 0.8 million, $ 0.6 million and $ 1.0 million, respectively. 79 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 17. COMMITMENTS AND CONTINGENCIES Commitments We entered into certain commitments for fixed assets, consumables and services incidental to the ordinary conduct of our business, generally for quantities required for our operations and at competitive market prices. These commitments are designed to assure sources of supply and are not expected to be in excess of normal requirements. The Company entered into contractual arrangements with our equipment manufacturers to purchase and convert Tier IV DGB equipment, with total cost of approximately $ 59.9 million. The Company also entered into the Electric Fleet Lease, which contains options to extend the lease or purchase the equipment at the end of the lease. The lease payments are expected to commence when the Company takes possession of the electric hydraulic fracturing pumps during the second half of 2023. The total estimated contractual commitment in connection with the Electric Fleet Lease arrangements is approximately $ 99.2 million , which excludes the cost associated with the option to purchase the equipment at the end of the lease. In January 2023, we entered into an equipment lease (the " Power Equipment Lease " ) for certain power generation equipment. The Power Equipment Lease has not yet commenced. We currently do not control the assets under the lease and have not taken possession of the assets. Therefore, the Company has not accounted for the right of use and lease obligation in its balance sheet as of December 31, 2022. The total estimated contractual commitment in connection with the Power Equipment Lease is approximately $ 59.6 million. The Company enters into purchase agreements with its sand suppliers (the " Sand Suppliers " ) to secure supply of sand as part of its normal course of business. The agreements with the Sand Suppliers require that the Company purchase a minimum volume of sand, based primarily on a certain percentage of our sand requirements from our customers or in certain situations based on predetermined fixed minimum volumes, otherwise certain penalties (shortfall fees) may be charged. The shortfall fee represents liquidated damages and is either a fixed percentage of the purchase price for the mi nimum volumes or a fixed price per ton of unpurchased volumes. Our agreements with the Sand Suppliers expire at different times prior to December 31, 2025. Our sand agreement with one of our Sand Suppliers has a one year take or pay commitment o f $ 31.7 million that will expire on June 12, 2023. During the years ended December 31, 2022, 2021 and 2020, no shortfall fee was recorded. As of December 31, 2022 and 2021, the Company had issued le tters of credit of $ 6.0 million and $ 3.7 million, respectively, under the ABL Credit Facility in connection with the Company's casualty insurance policy. Contingent Liabilities Legal Matters 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, a third amended class action complaint was filed in the Logan Lawsuit by Lead Plaintiffs Nykredit Portefølje Administration A/S, Oklahoma Firefighters Pension and Retirement System, Oklahoma Law Enforcement Retirement System, Oklahoma Police Pension and Retirement System, and Oklahoma City Employee Retirement System, and additional named plaintiff Police and Fire Retirement System of the City of Detroit. Plaintiffs sued 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 or purchased the Company’s common stock pursuant to the Company’s initial public offering in March 2017. Plaintiffs alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule l0b-5 promulgated thereunder, and Sections 11 and 15 of the Securities Act of 1933 against the Company, certain former officers and current and former directors, alleging that the defendants made allegedly inaccurate or misleading statements or omissions about the Company's business, operations and prospects. On September 13, 2021, the Court partially granted and partially denied motions to dismiss filed by the Company and the individual defendants. On August 11, 2022, the Company agreed to a proposed settlement of the claims in the Logan Lawsuit, which the court has preliminarily approved. Under the proposed settlement agreement, the Company's insurers have paid a cash sum into a settlement fund to be distributed to members of the putative class. A final approval hearing before the court is scheduled for April 11, 2023. 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 80 PROPETRO HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 17. COMMITMENTS AND CONTINGENCIES (Continued) 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 their complaint but, in addition to attorneys’ fees and costs, they sought 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. On September 15, 2021, the Court granted the Company's motion to dismiss the complaint in its entirety, without prejudice. On November 19, 2021, the Company received a demand letter from a law firm representing one of the purported shareholders that previously filed the dismissed Shareholder Derivative Lawsuit. The demand letter alleged facts and claims substantially similar to the Shareholder Derivative Lawsuit. The Company's board of directors (the "Board") constituted a committee to evaluate the demand letter and recommend a course of action to the Board, and the committee retained counsel to assist with its review. The committee concluded its investigation and recommended that the Board reject the demand letter. In October 2022, the Board accepted the committee's recommendation and rejected the demand letter. The Company incurred legal settlements totaling $ 34.1 million during the year December 31, 2022, consisting of the Logan Lawsuit and other settlements. The Logan Lawsuit settlement of $ 30.0 million was fully covered by insurance and was subsequently paid by the insurance company in October 2022. Environmental and Equipment Insurance 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. The Company is self-insured up to $ 10 million per occurrence for certain losses arising from or attributable to fire and/or explosion at wellsites. No accrual was recorded in our financial statements in connection with this self-insurance strategy because the occurrence of fire and/or explosion cannot be reasonably estimated. Regulatory Audits In 2020, the Texas Comptroller of Public Accounts (the “Comptroller”) 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, 2022, the audit is still ongoing and the final outcome cannot be reasonably estimated. In January 2022, we entered into a settlement agreement with the Comptroller for a $ 10.7 million tax refund, net of consulting fees, in connection with certain limited sales and use tax for the audit period July 1, 2015 through December 31, 2018. The net refund to the company of $ 10.7 million was recorded as part of other income in our statement of operations during the year December 31, 2022. During the year December 31, 2021, we recorded a net refund of approximately $ 2.1 million. In May 2022, the Company received a notification from the Comptroller that it will commence a routine audit of the Company’s gross receipt taxes, which will routinely cover up to a four-year period. As of December 31, 2022, the audit is still ongoing and the final outcome cannot be reasonably estimated. 81 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.