HOUSTON, May 12, 2021 /PRNewswire/ -- U.S. Well
Services, Inc. (Nasdaq: USWS) (the "Company") announced today in a
Current Report on Form 8-K, that as a result of the recent guidance
issued by the Securities and Exchange Commission (the "SEC") on
April 12, 20211 for all
SPAC-related companies regarding the accounting and reporting for
their warrants (the "SEC Statement"), it will restate its
previously issued consolidated financial statements as of and for
the years ended December 31, 2018,
2019 and 2020, as well as for the quarterly periods in the years
ended December 31, 2019 and
December 31, 2020. Any corrections in
the accounting for the Company's warrants described below are
expected to be non–operational and non-cash, and thus are not
expected to have any impact on the Company's Revenue, Operating
Income, or non-GAAP financial measures, including EBITDA, Adjusted
EBITDA and Adjusted EBITDA margin in prior periods or moving
forward.
While the Company is actively working to correct its financial
statements in accordance with the SEC Statement, there has been no
adverse change to its operations, liquidity or business prospects
as a result of this correction. Demand remains strong for the
Company's services, and it believe it continues to possess the
highest spec fracturing fleet in the industry with its proprietary
Clean Fleet® suite of technologies.
The Company became a publicly traded company through a business
combination with a SPAC in November
2018 and the public and private placement warrants
previously issued by the SPAC remained outstanding following the
business combination transaction. The restatement also relates to
the warrants ("Series A warrants," and together with the public and
private placement warrants, the "warrants") issued in connection
with the private placement of the Company's Series A Preferred
Stock in May 2019. Since the times of
the transactions, the Company has been accounting for all
outstanding warrants using the methodology utilized by other SPACs,
treating them as equity.
Consistent with the SEC Statement, the Company intends to
restate its historical financial statements as described above such
that the warrants are accounted for as liabilities and
marked-to-market each reporting period. In general, under the
mark-to-market accounting model, as the stock price increases, the
fair value of the warrant liability increases, and the Company
recognizes additional non-operating expense in its income
statement, with the opposite effect when the Company's stock price
declines.
As of today, approximately 24 million warrants remain
outstanding.
About U.S. Well Services, Inc.
U.S. Well Services, Inc. is a leading provider of hydraulic
fracturing services and a market leader in electric fracture
stimulation. The Company's patented electric frac technology
provides one of the first fully electric, mobile well stimulation
systems powered by locally-supplied natural gas, including field
gas sourced directly from the wellhead. The Company's electric frac
technology dramatically decreases emissions and sound pollution
while generating exceptional operational efficiencies, including
significant customer fuel cost savings versus conventional diesel
fleets. For more information visit: www.uswellservices.com.
Information on our website is not part of this release.
Forward-Looking Statements
The information above includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical facts,
included herein concerning, among other things, the timing and any
potential impacts of the restatement, are forward-looking
statements. These forward-looking statements may be identified by
their use of terms and phrases such as "may," "expect," "believe,"
"anticipate," "will," "should," "could," and similar terms and
phrases. Although the Company believes that the expectations
reflected in these forward-looking statements are reasonable, they
do involve certain assumptions, risks, and uncertainties. These
forward-looking statements represent the Company's current
expectations or beliefs concerning future events, and it is
possible that the results described in this release will not be
achieved. These forward-looking statements are subject to certain
risks, uncertainties and assumptions identified in this release or
as disclosed from time to time in the Company's filings with the
Securities and Exchange Commission (the "SEC"). Factors that could
cause actual results to differ from the Company's expectations
include the factors described in the Company's public disclosures
and filings with the SEC, including those described under "Risk
Factors" in its Annual Report on Form 10-K for the year ended
December 31, 2020 filed on
March 11, 2021 and in its subsequent
filings with the SEC. As a result of these factors, actual results
may differ materially from those indicated or implied by
forward-looking statements.
Any forward-looking statement speaks only as of the date on
which it is made, and, except as required by law, the Company does
not undertake any obligation to update or revise any
forward-looking statement, whether because of new information,
future events or otherwise. New factors emerge from time to time,
and it is not possible for the Company to predict all such
factors.
Contacts:
U.S. Well Services
Josh Shapiro
Vice President, Finance and Investor Relations
IR@uswellservices.com
Dennard Lascar Investor
Relations
(713) 529-6600
USWS@dennardlascar.com
1 A copy of the SEC Statement can be found at
the following link:
https://www.sec.gov/news/public-statement/accounting-reporting-warrants-issued-spacs.
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SOURCE U.S. Well Services, Inc.