Financial Performance (Q1 2021) - ProPetro's Q1 2021 revenue was $161 million[29] - The company reported a net loss of $20 million in Q1 2021[29] - Adjusted EBITDA for Q1 2021 was $20 million[29] - Free cash flow for Q1 2021 was negative $5 million[29] Operational Highlights - 99% of ProPetro's Q1 2021 revenue came from the Permian Basin[29] - Pressure pumping accounted for 98% of the company's Q1 2021 revenue[29] - Multi-well jobs made up 96% of the Q1 job mix[25] Strategic Positioning - ProPetro is focused on the Permian Basin, where over $60 billion in E&P transactions have occurred since 2018[12] - The company is investing in Tier IV DGB and DuraStim technologies to reduce emissions[19, 22] - ProPetro plans to deploy 90,000 HHP of Tier IV DGB by the end of 2021[26] Market Dynamics - The Permian Basin accounts for 66% of the total U S onshore oil-directed rigs[17] - The Permian Basin accounts for 64% of the total U S onshore oil rigs added since August 2020[18]

Part I [Business](index=7&type=section&id=Item%201.%20Business) ProPetro Holding Corp. provides hydraulic fracturing services in the Permian Basin, transitioning to lower-emission equipment amidst market volatility [Our Company and Services](index=7&type=section&id=Our%20Company%20and%20Services) ProPetro focuses on hydraulic fracturing in the Permian Basin, investing in lower-emission equipment while streamlining core services Hydraulic Horsepower Capacity (as of December 31, 2020) | Metric | Value | | :--- | :--- | | Total Available HHP (as of Dec 31, 2020) | 1,373,000 HHP | | Conventional Tier II HHP | 1,265,000 HHP | | DuraStim® Electric HHP | 108,000 HHP | | HHP in process of permanent retirement | ~150,000 HHP | - The company has committed to purchasing **50,000 HHP** of **Tier IV Dynamic Gas Blending (DGB) dual-fuel equipment**, expected to be delivered in the first half of 2021[28](index=28&type=chunk) - The company aims to commercialize its first **DuraStim® electric-powered fleet** in the second half of 2021 and holds an option to purchase an additional **108,000 HHP** of this equipment through July 2022[29](index=29&type=chunk) - In 2020, the company shut down its flowback and drilling operations, disposing of the related assets to focus on core services[46](index=46&type=chunk)[47](index=47&type=chunk) [Market Conditions and Customers](index=7&type=section&id=Market%20Conditions%20and%20Customers) Performance is tied to volatile commodity prices, with a concentrated customer base where top five clients accounted for **86.5%** of 2020 revenue - WTI crude oil prices declined by approximately **67%** from January 2020 to the end of March 2020, falling from ~$62/barrel to just over $20/barrel, before recovering to ~$62/barrel by March 2021[35](index=35&type=chunk) Revenue Concentration by Customer (2020) | Customer Group | % of Total Revenue (2020) | | :--- | :--- | | Top 5 Customers | 86.5% | | Pioneer Natural Resources USA Inc. | 42.5% | | XTO Energy Inc. | 20.3% | [Competition, Risks, and Regulations](index=10&type=section&id=Competition%2C%20Risks%2C%20and%20Regulations) Operates in a competitive market, subject to operational hazards and stringent environmental regulations, with increasing scrutiny on climate change - Major competitors in hydraulic fracturing services include **Halliburton Company**, **Liberty Oilfield Services Inc.**, and **Nextier Oilfield Solutions Inc.**[50](index=50&type=chunk) - The company maintains **pollution legal liability coverage** for surface or subsurface environmental clean-up and third-party liability arising from contamination[56](index=56&type=chunk)[57](index=57&type=chunk) - The company anticipates that the **Biden administration** may introduce more stringent environmental regulations, particularly concerning hydraulic fracturing, permitting, and GHG emissions, which could increase compliance costs[60](index=60&type=chunk)[70](index=70&type=chunk)[74](index=74&type=chunk) [Human Capital](index=14&type=section&id=Human%20Capital) Employed approximately **1,100 people** as of December 31, 2020, prioritizing safety and implementing COVID-19 response measures - The company employed approximately **1,100 people** as of December 31, 2020, with none being unionized[79](index=79&type=chunk) - **20%** of executive officers' annual target bonuses for 2020 were based on achieving safety goals, including a target total recordable incident rate of less than one[81](index=81&type=chunk) - COVID-19 response measures included instituting remote work, limiting visitors, and providing company-paid coverage for testing and vaccination[81](index=81&type=chunk) [Risk Factors](index=16&type=section&id=Item%201A.%20Risk%20Factors) Faces substantial risks from industry cyclicality, commodity price volatility, Permian Basin concentration, and legal/regulatory challenges - The business is highly dependent on capital spending by E&P companies in the Permian Basin, which is directly affected by volatile oil and gas prices[83](index=83&type=chunk) - Operations are geographically concentrated in the Permian Basin, making the company vulnerable to regional supply/demand factors and regulatory changes; in 2020, approximately **99.5%** of revenues were from this region[90](index=90&type=chunk) - The company is subject to a pending **SEC investigation** and multiple shareholder lawsuits (the **Logan Lawsuit** and the **Shareholder Derivative Lawsuit**), which could result in significant legal expenses, penalties, and reputational damage[111](index=111&type=chunk)[115](index=115&type=chunk)[117](index=117&type=chunk) - Reliance on a few large customers is a significant risk; **Pioneer Natural Resources** accounted for **42.5%** of revenue in 2020, and its 10-year service agreement can be terminated by Pioneer as early as **December 31, 2022**[132](index=132&type=chunk)[133](index=133&type=chunk) - Federal and state legislative initiatives related to hydraulic fracturing and climate change could result in increased costs, operating restrictions, and reduced demand for services[137](index=137&type=chunk)[145](index=145&type=chunk) [Unresolved Staff Comments](index=34&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments[170](index=170&type=chunk) [Properties](index=34&type=section&id=Item%202.%20Properties) Corporate headquarters in Midland, Texas, with adequate owned and leased properties for current Permian Basin operations - The corporate headquarters is located at 1706 S. Midkiff, Midland, Texas 79701[171](index=171&type=chunk) [Legal Proceedings](index=34&type=section&id=Item%203.%20Legal%20Proceedings) Legal proceedings information is incorporated by reference from Note 15 of the Consolidated Financial Statements - Details on legal proceedings are found in "Note 15. Commitments and Contingencies—Contingent Liabilities" of the financial statements[172](index=172&type=chunk) [Mine and Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20and%20Safety%20Disclosures) The company reports no mine and safety disclosures - There are no mine and safety disclosures[173](index=173&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=35&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Common stock trades on NYSE under 'PUMP'; no cash dividends anticipated, with earnings retained for business growth - The company's common stock trades on the NYSE under the symbol "**PUMP**"[175](index=175&type=chunk) - The company does not anticipate paying cash dividends in the foreseeable future and intends to retain earnings to finance growth[177](index=177&type=chunk) [Selected Financial Data](index=37&type=section&id=Item%206.%20Selected%20Financial%20Data) Provides five years of historical financial data, affected by the 2020 industry downturn and the 2018 Pioneer acquisition Selected Financial Data (in thousands, except per share data) | Metric (in thousands, except per share data) | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Total revenue** | $789,232 | $2,052,314 | $1,704,562 | | **Operating (Loss) Income** | $(131,243) | $221,362 | $232,669 | | **Net (loss) income** | $(107,020) | $163,010 | $173,862 | | **Diluted (loss) income per share** | $(1.06) | $1.57 | $2.00 | | **Net cash provided by operating activities** | $139,124 | $455,290 | $393,079 | | **Total assets (at year end)** | $1,050,739 | $1,436,111 | $1,274,522 | | **Long-term debt — net (at year end)** | $0 | $130,000 | $70,000 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue decreased **61.5%** in 2020, to **$789.2 million**, due to the pandemic and oil price collapse, leading to cost-saving measures and a net loss [Results of Operations (2020 vs. 2019)](index=47&type=section&id=Results%20of%20Operations%20(2020%20vs.%202019)) Revenue decreased **61.5%** to **$789.2 million** in 2020, resulting in a net loss of **$107.0 million** due to demand decline and pricing pressures Key Financial Performance (2020 vs. 2019, in millions) | Metric (in millions) | 2020 | 2019 | % Change | | :--- | :--- | :--- | :--- | | **Revenue** | $789.2 | $2,052.3 | (61.5)% | | **Net (Loss) Income** | $(107.0) | $163.0 | (165.7)% | | **Adjusted EBITDA** | $141.5 | $519.1 | (72.7)% | - The decrease in revenue was primarily due to a significant drop in the average effectively utilized fleet count to **10.2** active fleets in 2020 from **23.9** in 2019[231](index=231&type=chunk) - Revenue from idle fees charged to a customer increased to **$47.2 million** in 2020 from **$13.3 million** in 2019, partially offsetting the decline in activity[231](index=231&type=chunk) - The company recorded an impairment expense of **$38.0 million** in 2020, compared to **$3.4 million** in 2019, primarily related to goodwill and property and equipment[236](index=236&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity from cash and **ABL Credit Facility** totaled **$120.7 million** as of December 31, 2020, with reduced operating cash flow and capital expenditures - As of December 31, 2020, the company had no borrowings under its **ABL Credit Facility** and total liquidity of **$120.7 million**[243](index=243&type=chunk) Cash Flow Summary (in millions) | Cash Flow (in millions) | 2020 | 2019 | | :--- | :--- | :--- | | Net cash from operating activities | $139.1 | $455.3 | | Net cash used in investing activities | $(94.2) | $(495.3) | | Net cash (used in) provided by financing activities | $(125.2) | $56.3 | - Capital expenditures for 2021 are projected to range between **$115.0 million** and **$130.0 million**, including approximately **$37.0 million** for new and converted lower-emissions equipment[258](index=258&type=chunk) [Critical Accounting Policies and Estimates](index=52&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Critical policies involve property valuation, impairment assessment of long-lived assets and goodwill, and income tax accounting, requiring significant judgment - The company reviews long-lived assets for impairment when events indicate the carrying value may not be recoverable; in 2020, triggering events (commodity price collapse, decreased share price) led to impairment tests and write-downs[273](index=273&type=chunk)[274](index=274&type=chunk) - Goodwill of **$9.4 million** was fully impaired and written off in the first quarter of 2020 due to a significant decline in crude oil prices and the resulting market outlook[343](index=343&type=chunk)[277](index=277&type=chunk) - The company recorded a total property and equipment impairment of **$28.6 million** in 2020, which included a **$21.3 million** charge for the planned retirement of **150,000 HHP** of conventional Tier II equipment[274](index=274&type=chunk)[275](index=275&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Exposed to commodity price, interest rate, and credit risks, but does not currently use derivative instruments for hedging - The company is exposed to commodity price risk for materials (proppants, chemicals) and fuel (diesel, natural gas) but does not engage in hedging activities[283](index=283&type=chunk) - A hypothetical **1%** increase in interest rates would have increased 2020 interest expense by approximately **$0.4 million**[284](index=284&type=chunk) [Financial Statements and Supplementary Data](index=57&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Presents audited consolidated financial statements and auditor's unqualified opinion, highlighting **related-party transactions** as a critical audit matter [Report of Independent Registered Public Accounting Firm](index=57&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Auditor issued an **unqualified opinion** on financial statements and internal controls, identifying **related-party transactions** as a critical audit matter - The auditor issued an **unqualified opinion** on the financial statements and the effectiveness of **internal control over financial reporting**[287](index=287&type=chunk)[297](index=297&type=chunk) - **Related-party transactions** were identified as a critical audit matter due to previously reported material weaknesses in internal controls related to their identification and approval[293](index=293&type=chunk) [Consolidated Financial Statements](index=60&type=section&id=Consolidated%20Financial%20Statements) Balance sheet shows total assets of **$1.05 billion**, total liabilities of **$180.0 million**, and a net loss of **$107.0 million** for 2020 Consolidated Balance Sheet (in thousands) | Balance Sheet (in thousands) | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | **Total Current Assets** | $167,726 | $375,591 | | **Property and Equipment - Net** | $880,477 | $1,047,535 | | **Total Assets** | $1,050,739 | $1,436,111 | | **Total Current Liabilities** | $104,163 | $232,966 | | **Long-Term Debt** | $0 | $130,000 | | **Total Shareholders' Equity** | $870,771 | $969,305 | Consolidated Statement of Operations (in thousands) | Statement of Operations (in thousands) | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Revenue** | $789,232 | $2,052,314 | $1,704,562 | | **Operating (Loss) Income** | $(131,243) | $221,362 | $232,669 | | **Net (Loss) Income** | $(107,020) | $163,010 | $173,862 | [Notes to Consolidated Financial Statements](index=65&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail segment performance, major customers, **related-party transactions**, and pending litigation, with no loss provision recorded - The company has one reportable segment, **Pressure Pumping**, which generated **$773.5 million** in revenue and **$174.0 million** in Adjusted EBITDA in 2020[386](index=386&type=chunk)[390](index=390&type=chunk) - **Related-party transactions** in 2020 included property rentals from entities affiliated with former executives and equipment maintenance services from an entity with a family relationship to an executive officer[431](index=431&type=chunk)[434](index=434&type=chunk) - The company is facing a class action lawsuit (**Logan Lawsuit**), a shareholder derivative lawsuit, and an **SEC investigation**; no provision for loss has been recorded as the outcomes are not yet reasonably estimable[457](index=457&type=chunk)[461](index=461&type=chunk)[462](index=462&type=chunk)[463](index=463&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=91&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - There were no changes in or disagreements with accountants[470](index=470&type=chunk) [Controls and Procedures](index=92&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded **disclosure controls** and **internal control over financial reporting** were **effective** as of December 31, 2020 - The principal executive officer and principal financial officer concluded that **disclosure controls and procedures** were **effective** as of December 31, 2020[472](index=472&type=chunk) - Management concluded that the company maintained **effective internal control over financial reporting** as of December 31, 2020[475](index=475&type=chunk) [Other Information](index=93&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - There is no other information to report[478](index=478&type=chunk) Part III [Directors, Executive Officers, Corporate Governance, Compensation, Security Ownership, and Related Party Transactions](index=94&type=section&id=Items%2010-14) Information for Items 10 through 14 is incorporated by reference from the Company's forthcoming **2021 Proxy Statement** - Information regarding Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, Certain Relationships and Related Transactions, and Principal Accounting Fees and Services is incorporated by reference from the forthcoming **2021 Proxy Statement**[481](index=481&type=chunk)[483](index=483&type=chunk)[484](index=484&type=chunk)[485](index=485&type=chunk)[486](index=486&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=99&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) Lists financial statements from Item 8 and provides an index of all exhibits, including corporate documents and certifications - The financial statements from Item 8 are filed as part of this report, and no financial statement schedules are included[488](index=488&type=chunk)[489](index=489&type=chunk) - An exhibit index lists all required filings, including agreements, corporate governance documents, and executive certifications[490](index=490&type=chunk) [Form 10-K Summary](index=103&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports no Form 10-K summary - There is no Form 10-K summary provided[497](index=497&type=chunk)

PART I – FINANCIAL INFORMATION This section presents the company's unaudited interim financial information, including statements, notes, and management's discussion and analysis [ITEM 1. FINANCIAL STATEMENTS (Unaudited)](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20%28Unaudited%29) This section presents unaudited condensed consolidated financial statements, detailing financial position, performance, and cash flows [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets provide a snapshot of the company's assets, liabilities, and shareholders' equity at specific reporting dates Condensed Consolidated Balance Sheets (September 30, 2020 vs. December 31, 2019) | ASSETS (in thousands) | Sep 30, 2020 | Dec 31, 2019 | | :-------------------- | :----------- | :----------- | | Cash and cash equivalents | $54,255 | $149,036 | | Accounts receivable - net | $94,663 | $212,183 | | Total current assets | $157,073 | $375,591 | | Property and equipment - net | $936,283 | $1,047,535 | | Goodwill | — | $9,425 | | TOTAL ASSETS | $1,096,137 | $1,436,111 | | LIABILITIES (in thousands) | Sep 30, 2020 | Dec 31, 2019 | | :-------------------- | :----------- | :----------- | | Accounts payable | $71,577 | $193,096 | | Total current liabilities | $96,267 | $232,966 | | Deferred income taxes | $87,551 | $103,041 | | Long-term debt | — | $130,000 | | Total liabilities | $184,370 | $466,806 | | SHAREHOLDERS' EQUITY (in thousands) | Sep 30, 2020 | Dec 31, 2019 | | :-------------------- | :----------- | :----------- | | Total shareholders' equity | $911,767 | $969,305 | | TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $1,096,137 | $1,436,111 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) These statements detail the company's revenues, expenses, and net income or loss for the reported periods Condensed Consolidated Statements of Operations (Three Months Ended September 30) | (in thousands, except per share data) | 2020 | 2019 | | :------------------------------------ | :---------- | :---------- | | REVENUE - Service revenue | $133,710 | $541,847 | | Total costs and expenses | $170,162 | $493,286 | | OPERATING INCOME (LOSS) | $(36,452) | $48,561 | | INCOME (LOSS) BEFORE INCOME TAXES | $(36,901) | $46,737 | | INCOME TAX (EXPENSE) BENEFIT | $7,717 | $(12,340) | | NET INCOME (LOSS) | $(29,184) | $34,397 | | NET INCOME (LOSS) PER COMMON SHARE: | | | | Basic | $(0.29) | $0.34 | | Diluted | $(0.29) | $0.33 | Condensed Consolidated Statements of Operations (Nine Months Ended September 30) | (in thousands, except per share data) | 2020 | 2019 | | :------------------------------------ | :---------- | :---------- | | REVENUE - Service revenue | $634,888 | $1,617,521 | | Total costs and expenses | $710,092 | $1,426,465 | | OPERATING INCOME (LOSS) | $(75,204) | $191,056 | | INCOME (LOSS) BEFORE INCOME TAXES | $(77,995) | $184,839 | | INCOME TAX (EXPENSE) BENEFIT | $15,087 | $(44,504) | | NET INCOME (LOSS) | $(62,908) | $140,335 | | NET INCOME (LOSS) PER COMMON SHARE: | | | | Basic | $(0.62) | $1.40 | | Diluted | $(0.62) | $1.35 | [Condensed Consolidated Statements of Shareholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders%27%20Equity) This statement tracks changes in shareholders' equity, including net income and stock-based compensation Shareholders' Equity Changes (Nine Months Ended September 30, 2020) | (in thousands) | Common Stock Amount | Additional Paid-In Capital | Retained Earnings | Total | | :------------------------- | :------------------ | :------------------------- | :---------------- | :-------- |\ | BALANCE - January 1, 2020 | $101 | $826,629 | $142,575 | $969,305 | | Stock-based compensation | — | $5,968 | — | $5,968 | | Tax withholdings paid | — | $(598) | — | $(598) | | Net loss | — | — | $(62,908) | $(62,908) | | BALANCE - September 30, 2020 | $101 | $831,999 | $79,667 | $911,767 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The cash flow statements categorize cash movements from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (Nine Months Ended September 30) | (in thousands) | 2020 | 2019 | | :----------------------------- | :---------- | :---------- | | Net cash provided by operating activities | $118,026 | $307,629 | | Net cash used in investing activities | $(82,179) | $(387,569) | | Net cash used in financing activities | $(130,628) | $56,431 | | NET DECREASE IN CASH AND CASH EQUIVALENTS | $(94,781) | $(23,509) | | CASH AND CASH EQUIVALENTS - End of period | $54,255 | $109,191 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and additional information supporting the condensed consolidated financial statements [Note 1 - Basis of Presentation](index=9&type=section&id=Note%201%20-%20Basis%20of%20Presentation) This note outlines accounting principles, significant risks, and management's responses to economic conditions affecting financial statements - The company's financial statements are prepared in accordance with SEC requirements for interim financial information and GAAP, with adjustments for normal recurring accruals, and interim results are not indicative of a full year due to market conditions[23](index=23&type=chunk) - The company faces significant risks and uncertainties due to the COVID-19 pandemic and energy industry disruptions, causing a dramatic decline in demand and a **67% collapse in WTI crude oil prices** from January to March 2020[24](index=24&type=chunk)[26](index=26&type=chunk) - In response to adverse economic conditions, the company cancelled growth capital projects, significantly reduced costs, cut its workforce, managed compensation, and negotiated favorable payment terms with vendors[27](index=27&type=chunk) - Revenue is recognized upon satisfaction of performance obligations, with hydraulic fracturing recognized over time and other services recognized at a point-in-time upon completion[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk)[34](index=34&type=chunk) Allowance for Credit Losses (Nine Months Ended September 30, 2020) | ($ in thousands) | Amount | | :----------------------------------- | :-------- | | Balance - January 1, 2020 | $1,049 | | Provision for credit losses during the period | $4,291 | | Provision for credit losses no longer required | $(3,843) | | Balance - September 30, 2020 | $1,497 | [Note 2 - Recently Issued Accounting Standards](index=11&type=section&id=Note%202%20-%20Recently%20Issued%20Accounting%20Standards) This note details the adoption and expected impact of new accounting standards on the company's financial reporting - The company adopted ASU 2016-13 (Credit Losses), ASU 2018-13 (Fair Value Measurement Disclosures), and ASU 2017-04 (Goodwill Impairment) effective January 1, 2020, with no material impact on its financial statements[38](index=38&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) - ASU 2019-12 (Income Taxes) is effective for fiscal years beginning after December 15, 2020, and is not expected to have a material effect, while ASU 2020-04 (Reference Rate Reform) is currently being assessed for its impact on the LIBOR transition[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) [Note 3 - Fair Value Measurement](index=12&type=section&id=Note%203%20-%20Fair%20Value%20Measurement) This note discusses the fair value of financial instruments and significant impairment expenses recorded - The company's financial instruments, including cash, receivables, payables, and debt, approximated their carrying values at September 30, 2020, and December 31, 2019[48](index=48&type=chunk) - During the nine months ended September 30, 2020, the company recorded a total impairment expense of **$16.7 million**, including **$9.4 million for goodwill** and **$7.2 million for property and equipment**; no impairment was recorded in the prior year[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) [Note 4 - Long-Term Debt](index=14&type=section&id=Note%204%20-%20Long-Term%20Debt) This note provides details on the company's ABL Credit Facility, borrowing capacity, and outstanding debt balances - The ABL Credit Facility has a **$300 million borrowing capacity** maturing December 19, 2023, with a borrowing base of approximately **$35.3 million** as of September 30, 2020[54](index=54&type=chunk) Total Debt (September 30, 2020 vs. December 31, 2019) | (in thousands) | 2020 | 2019 | | :---------------- | :--- | :------- | | ABL Credit Facility | — | $130,000 | | Total debt | — | $130,000 | - The weighted average interest rate for the ABL Credit Facility for the nine months ended September 30, 2020, was **3.6%**[56](index=56&type=chunk) [Note 5 - Reportable Segment Information](index=15&type=section&id=Note%205%20-%20Reportable%20Segment%20Information) This note presents financial data for the company's Pressure Pumping segment and other operations - The company operates with one reportable segment, Pressure Pumping (hydraulic fracturing and cementing), after shutting down flowback operations and disposing of drilling rigs, with hydraulic fracturing accounting for over **94% of pressure pumping revenue**[58](index=58&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk) Segment Performance (Three Months Ended September 30) | (in thousands) | Pressure Pumping 2020 | All Other 2020 | Total 2020 | Pressure Pumping 2019 | All Other 2019 | Total 2019 | | :------------------ | :-------------------- | :------------- | :--------- | :-------------------- | :------------- | :--------- | | Service revenue | $131,321 | $2,389 | $133,710 | $528,851 | $12,996 | $541,847 | | Adjusted EBITDA | $26,662 | $(9,308) | $17,354 | $134,789 | $(2,894) | $131,895 | | Capital expenditures | $7,571 | $370 | $7,941 | $83,770 | $3,189 | $86,959 | Segment Performance (Nine Months Ended September 30) | (in thousands) | Pressure Pumping 2020 | All Other 2020 | Total 2020 | Pressure Pumping 2019 | All Other 2019 | Total 2019 | | :------------------ | :-------------------- | :------------- | :--------- | :-------------------- | :------------- | :--------- | | Service revenue | $622,055 | $12,833 | $634,888 | $1,576,781 | $40,740 | $1,617,521 | | Adjusted EBITDA | $139,359 | $(21,671) | $117,688 | $417,017 | $(8,283) | $408,734 | | Capital expenditures | $56,873 | $3,042 | $59,915 | $322,347 | $11,978 | $334,325 | - Corporate administrative expense for the three and nine months ended September 30, 2020, was **$7.0 million** and **$27.9 million**, respectively, a significant decrease from prior year periods[59](index=59&type=chunk) [Note 6 - Net Income (Loss) Per Share](index=19&type=section&id=Note%206%20-%20Net%20Income%20%28Loss%29%20Per%20Share) This note details the calculation of basic and diluted net income or loss per common share Net Income (Loss) Per Common Share (Three Months Ended September 30) | (in thousands, except per share data) | 2020 | 2019 | | :------------------------------------ | :------ | :------ | | Net income (loss) relevant to common stockholders | $(29,184) | $34,397 | | Basic income (loss) per share | $(0.29) | $0.34 | | Diluted income (loss) per share | $(0.29) | $0.33 | Net Income (Loss) Per Common Share (Nine Months Ended September 30) | (in thousands, except per share data) | 2020 | 2019 | | :------------------------------------ | :------ | :------ | | Net income (loss) relevant to common stockholders | $(62,908) | $140,335 | | Basic income (loss) per share | $(0.62) | $1.40 | | Diluted income (loss) per share | $(0.62) | $1.35 | - As of September 30, 2020, **6,480 thousand stock options**, restricted stock units, and performance stock units were anti-dilutive and excluded from diluted EPS calculation, compared to **702 thousand in 2019**[73](index=73&type=chunk) [Note 7 - Stock-Based Compensation](index=20&type=section&id=Note%207%20-%20Stock-Based%20Compensation) This note describes stock-based compensation plans, including options, RSUs, and PSUs, and related expenses - No new stock options were granted in the nine months ended September 30, 2020, with **4,219,648 outstanding stock options** at a weighted average exercise price of **$4.86**[74](index=74&type=chunk)[75](index=75&type=chunk) - **1,143,230 Restricted Stock Units (RSUs)** were granted in the nine months ended September 30, 2020, with an unrecognized compensation expense of approximately **$7.9 million** to be recognized over approximately **2.0 years**[76](index=76&type=chunk) - **966,242 Performance Share Units (PSUs)** were granted in the nine months ended September 30, 2020, with vesting tied to TSR relative to a peer group and continued employment[78](index=78&type=chunk) Total Stock-Based Compensation Expense (Nine Months Ended September 30) | (in thousands) | 2020 | 2019 | | :------------- | :----- | :----- | | Total expense | $6,000 | $5,200 | [Note 8 - Related-Party Transactions](index=22&type=section&id=Note%208%20-%20Related-Party%20Transactions) This note discloses transactions with related parties, including property acquisitions, lease agreements, and service revenues - The company acquired its corporate office building in April 2020 for approximately **$1.5 million** from an entity with a former executive officer's equity interest[82](index=82&type=chunk) - The company leases five operations and maintenance yards from an entity with equity interests from former/current executive officers and a director, with total annual rent expenses ranging from **$0.03 million to $0.2 million per yard**[83](index=83&type=chunk) - Revenue from services provided to Pioneer (including idle fees) decreased significantly to **$68.3 million** (Q3 2020) from **$120.7 million** (Q3 2019) and to **$259.9 million** (YTD 2020) from **$407.8 million** (YTD 2019)[89](index=89&type=chunk) - As of September 30, 2020, accounts receivable from Pioneer totaled approximately **$46.0 million**, down from **$61.7 million** at December 31, 2019[91](index=91&type=chunk) [Note 9 - Leases](index=23&type=section&id=Note%209%20-%20Leases) This note provides information on the company's operating and finance leases, including maturity analysis and expenses - The company has an operating lease for a real estate contract, with a weighted average discount rate of **6.7%** and a remaining lease term of **2.5 years** as of September 30, 2020; operating lease cost was approximately **$0.3 million** for both nine-month periods[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) - The company exercised its option to purchase land associated with a finance lease in March 2020 for approximately **$2.5 million**[96](index=96&type=chunk) Operating Lease Maturity Analysis (September 30, 2020) | ($ in thousands) | Amount | | :--------------- | :----- | | 2020 | $92 | | 2021 | $377 | | 2022 | $389 | | 2023 | $98 | | Total undiscounted future lease payments | $956 | | Present value of future lease payments | $878 | - Short-term lease expense was approximately **$0.8 million** for the nine months ended September 30, 2020, down from **$1.0 million in 2019**; total remaining commitments for short-term leases and lodging were approximately **$6.0 million**[99](index=99&type=chunk) [Note 10 - Commitments and Contingencies](index=24&type=section&id=Note%2010%20-%20Commitments%20and%20Contingencies) This note outlines contractual commitments, legal proceedings, and environmental compliance matters - The company impaired and wrote off a **$6.1 million option fee** for additional DuraStim® equipment due to current market conditions, making the exercise of the option improbable[100](index=100&type=chunk) - The company has contractual commitments of approximately **$0.8 million** for equipment and assets and minimum volume purchase agreements with sand suppliers, with no shortfall fees recorded in 2020 or 2019[101](index=101&type=chunk)[102](index=102&type=chunk) - The company is involved in the Logan Lawsuit (class action), the Shareholder Derivative Lawsuit, and an SEC investigation; as of September 30, 2020, no provision was made as outcomes cannot be reasonably estimated[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk) - The company is subject to environmental laws and regulations but has not been fined or cited for material violations, and a routine audit by the Texas Comptroller of Public Accounts is ongoing with no material tax liability expected[110](index=110&type=chunk)[111](index=111&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition and operating results, highlighting impacts from the COVID-19 pandemic and energy market downturn [Overview](index=27&type=section&id=Overview) This overview introduces the company's core business, operational focus, and hydraulic horsepower capacity in the Permian Basin - ProPetro Holding Corp. is a Midland, Texas-based oilfield services company primarily providing hydraulic fracturing and complementary services to E&P companies in the Permian Basin[115](index=115&type=chunk) - As of September 30, 2020, the company's total hydraulic horsepower (HHP) was approximately **1,469,000 HHP**, including **54,000 HHP of new DuraStim® equipment**, with an additional **54,000 HHP expected in 2021**[116](index=116&type=chunk) - The company's primary operational focus is in the Permian Basin's Midland and Delaware sub-basins, aiming to capitalize on drilling and completion activity due to its market presence and customer relationships[118](index=118&type=chunk)[119](index=119&type=chunk) [Commodity Price and Other Economic Conditions](index=27&type=section&id=Commodity%20Price%20and%20Other%20Economic%20Conditions) This section analyzes the volatile oil and gas market, including the impact of the COVID-19 pandemic and crude oil price fluctuations - The oil and gas industry is highly volatile, influenced by supply/demand, prices, capital investments, economic conditions, and geopolitical factors[121](index=121&type=chunk) - The COVID-19 pandemic and failed OPEC+ negotiations in early March 2020 led to a dramatic decline in energy demand and a collapse in global crude oil prices, with WTI crude oil prices falling approximately **67%** from **$62/barrel in January 2020** to just over **$20/barrel by March 2020**, recovering to approximately **$36/barrel by October 31, 2020**[122](index=122&type=chunk)[123](index=123&type=chunk)[125](index=125&type=chunk) - Permian Basin rig count significantly decreased from approximately **403 in January 2020** to approximately **117 in mid-August 2020**, recovering slightly to **142 rigs by October 2020**, impacting demand for services and potentially leading to pricing pressure[126](index=126&type=chunk) - The company anticipates a material adverse impact on services, revenue, results of operations, and cash flows if market conditions do not improve, potentially requiring additional asset impairment charges[126](index=126&type=chunk)[127](index=127&type=chunk) [Actions to Address the Economic Impact of COVID-19 and Decline in Commodity Prices](index=28&type=section&id=Actions%20to%20Address%20the%20Economic%20Impact%20of%20COVID-19%20and%20Decline%20in%20Commodity%20Prices) The company outlines strategic actions to mitigate adverse economic impacts, including capital expenditure cuts and cost reductions - The company implemented several actions to address economic impacts, including: - **Growth Capital:** Cancelled substantially all planned growth capital expenditures for the remainder of 2020 - **Other Expenditures:** Significantly reduced maintenance expenditures and field-level consumable costs; negotiated lower pricing for expendable items and internalized certain outsourced support services - **Labor Force Reductions:** Reduced workforce by over **60%** between April and May 2020 to align with changing activity levels - **Working Capital:** Negotiated more favorable payment terms with larger vendors and increased diligence in collecting accounts receivables[129](index=129&type=chunk) [How We Evaluate Our Operations](index=29&type=section&id=How%20We%20Evaluate%20Our%20Operations) This section explains management's key performance indicators, including Adjusted EBITDA and Adjusted EBITDA margin - Management uses Adjusted EBITDA and Adjusted EBITDA margin as key performance indicators to evaluate operating segments, defining Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization, and certain non-recurring items[130](index=130&type=chunk)[131](index=131&type=chunk) - Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures used to compare operating performance consistently across periods by removing effects of capital structure, asset base, non-recurring expenses, and items outside management's control[132](index=132&type=chunk)[133](index=133&type=chunk) Adjusted EBITDA Reconciliation (Three Months Ended September 30) | (in thousands) | Pressure Pumping 2020 | All Other 2020 | Total 2020 | Pressure Pumping 2019 | All Other 2019 | Total 2019 | | :------------------------- | :-------------------- | :------------- | :--------- | :-------------------- | :------------- | :--------- | | Net loss | $(20,920) | $(8,264) | $(29,184) | $65,961 | $(31,564) | $34,397 | | Depreciation & amortization | $36,326 | $1,141 | $37,467 | $36,110 | $1,543 | $37,653 | | Loss on disposal of assets | $11,256 | $30 | $11,286 | $30,987 | $166 | $31,153 | | Stock-based compensation | — | $2,535 | $2,535 | — | $577 | $577 | | Adjusted EBITDA | $26,662 | $(9,308) | $17,354 | $134,789 | $(2,894) | $131,895 | Adjusted EBITDA Reconciliation (Nine Months Ended September 30) | (in thousands) | Pressure Pumping 2020 | All Other 2020 | Total 2020 | Pressure Pumping 2019 | All Other 2019 | Total 2019 | | :------------------------- | :-------------------- | :------------- | :--------- | :-------------------- | :------------- | :--------- | | Net loss | $(30,140) | $(32,768) | $(62,908) | $228,285 | $(87,950) | $140,335 | | Depreciation & amortization | $114,205 | $3,639 | $117,844 | $101,916 | $4,336 | $106,252 | | Impairment expense | $15,559 | $1,095 | $16,654 | — | — | — | | Loss on disposal of assets | $39,659 | $216 | $39,875 | $81,110 | $468 | $81,578 | | Stock-based compensation | — | $5,968 | $5,968 | — | $5,246 | $5,246 | | Adjusted EBITDA | $139,359 | $(21,671) | $117,688 | $417,017 | $(8,283) | $408,734 | [Results of Operations](index=32&type=section&id=Results%20of%20Operations) This section details the company's financial performance, including revenue, expenses, and net income trends Key Financial Results (Three Months Ended September 30) | (in thousands, except percentages) | 2020 | 2019 | Variance | % Change | | :--------------------------------- | :---------- | :---------- | :---------- | :--------- | | Revenue | $133,710 | $541,847 | $(408,137) | (75.3)% | | Cost of services | $99,592 | $396,922 | $(297,330) | (74.9)% | | General and administrative expense | $21,817 | $27,558 | $(5,741) | (20.8)% | | Depreciation and amortization | $37,467 | $37,653 | $(186) | (0.5)% | | Loss on disposal of assets | $11,286 | $31,153 | $(19,867) | (63.8)% | | Interest expense | $137 | $1,749 | $(1,612) | (92.2)% | | Net income (loss) | $(29,184) | $34,397 | $(63,581) | (184.8)% | | Adjusted EBITDA | $17,354 | $131,895 | $(114,541) | (86.8)% | | Adjusted EBITDA Margin | 13.0% | 24.3% | (11.3)% | (46.5)% | Key Financial Results (Nine Months Ended September 30) | (in thousands, except percentages) | 2020 | 2019 | Variance | % Change | | :--------------------------------- | :---------- | :---------- | :---------- | :--------- | | Revenue | $634,888 | $1,617,521 | $(982,633) | (60.7)% | | Cost of services | $468,633 | $1,164,663 | $(696,030) | (59.8)% | | General and administrative expense | $67,086 | $73,972 | $(6,886) | (9.3)% | | Depreciation and amortization | $117,844 | $106,252 | $11,592 | 10.9% | | Impairment expense | $16,654 | — | $16,654 | 100.0% | | Loss on disposal of assets | $39,875 | $81,578 | $(41,703) | (51.1)% | | Interest expense | $2,208 | $5,678 | $(3,470) | (61.1)% | | Net income (loss) | $(62,908) | $140,335 | $(203,243) | (144.8)% | | Adjusted EBITDA | $117,688 | $408,734 | $(291,046) | (71.2)% | | Adjusted EBITDA Margin | 18.5% | 25.3% | (6.8)% | (26.9)% | - Revenue decreased significantly due to reduced demand for pressure pumping services, pricing discounts, and lower fleet utilization (average **8.5 active fleets in Q3 2020** vs. **25.1 in Q3 2019**; **10.4 active fleets YTD 2020** vs. **25.4 YTD 2019**); idle fees contributed **$6.9 million** (Q3 2020) and **$41.1 million** (YTD 2020) to revenue[143](index=143&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk) - Cost of services decreased in line with lower activity levels but increased as a percentage of revenue due to pricing pressure, partially offset by idle fees[145](index=145&type=chunk)[159](index=159&type=chunk) - General and administrative expenses decreased due to lower nonrecurring advisory fees, retention bonuses, and severance, partially offset by increases in stock compensation and payroll[146](index=146&type=chunk)[160](index=160&type=chunk) - Depreciation and amortization increased by **10.9%** for the nine months ended September 30, 2020, primarily due to an overall increase in the fixed asset base, including a **3.8% increase in pressure pumping fleet capacity**[161](index=161&type=chunk) - The company recorded a **$16.7 million impairment expense** in the nine months ended September 30, 2020, for goodwill and property and equipment, reflecting depressed market conditions[162](index=162&type=chunk) - Interest expense decreased significantly due to a lower average debt balance, with **zero debt balance in Q3 2020**[149](index=149&type=chunk)[164](index=164&type=chunk) - The company reported an income tax benefit of **$7.7 million** (Q3 2020) and **$15.1 million** (YTD 2020) due to projecting a pre-tax loss, compared to income tax expenses in the prior year[152](index=152&type=chunk)[166](index=166&type=chunk) [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's liquidity sources, including cash and credit facilities, and their management - Liquidity is provided by existing cash, operating cash flows, and the ABL Credit Facility; the COVID-19 pandemic and energy downturn significantly impacted liquidity, but a gradual recovery in Q3 2020 has led to increased liquidity[167](index=167&type=chunk)[168](index=168&type=chunk)[169](index=169&type=chunk) Liquidity Position | (in millions) | Sep 30, 2020 | Oct 31, 2020 | | :---------------------- | :----------- | :----------- | | Cash and cash equivalents | $54.3 | $66.7 | | ABL Credit Facility availability | $31.6 | $43.9 | | Total liquidity | $85.9 | $110.6 | - The ABL Credit Facility has a **$300 million borrowing capacity**, with a borrowing base tied to **85% of eligible accounts receivable**; the borrowing base was **$35.3 million** as of September 30, 2020, and **$47.6 million** as of October 31, 2020[172](index=172&type=chunk) - The company repaid all **$130.0 million of ABL Credit Facility borrowings** during the nine months ended September 30, 2020, aiming for a conservative leverage ratio[177](index=177&type=chunk) [Cash and Cash Flows](index=38&type=section&id=Cash%20and%20Cash%20Flows) This section analyzes the company's cash movements from operating, investing, and financing activities Historical Cash Flows (Nine Months Ended September 30) | ($ in thousands) | 2020 | 2019 | | :--------------------------- | :---------- | :---------- | | Operating activities | $118,026 | $307,629 | | Investing activities | $(82,179) | $(387,569) | | Financing activities | $(130,628) | $56,431 | - Net cash provided by operating activities decreased by **$189.6 million** due to lower activity levels from depressed crude oil prices and COVID-19 impact, partially offset by timing of receivables and vendor payments[180](index=180&type=chunk) - Net cash used in investing activities decreased significantly due to reduced growth and maintenance capital expenditures; in 2019, investing activities included **$110.0 million** for Pioneer Pressure Pumping Acquisition assets and **$102.9 million** in deposits for DuraStim® equipment[181](index=181&type=chunk) - Net cash used in financing activities was **$130.6 million**, primarily due to the repayment of **$130.0 million in ABL Credit Facility borrowings**, a reversal from net cash provided by financing activities in 2019[182](index=182&type=chunk) [Off-Balance Sheet Arrangements](index=39&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of any material off-balance sheet arrangements - The company had no off-balance sheet arrangements as of September 30, 2020[183](index=183&type=chunk) [Critical Accounting Policies and Estimates](index=39&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section notes no material changes to the company's critical accounting policies and estimates - There have been no material changes to the methodology for critical accounting policies during the nine months ended September 30, 2020, as previously disclosed in the Form 10-K[184](index=184&type=chunk) [Recently Issued Accounting Standards](index=39&type=section&id=Recently%20Issued%20Accounting%20Standards) This section refers to the notes for disclosures regarding recently issued accounting standards - Disclosure concerning recently issued accounting standards is incorporated by reference to Note 2 of the Condensed Consolidated Financial Statements[185](index=185&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=39&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section confirms no material changes in market risk disclosures compared to the company's previously filed Form 10-K - As of September 30, 2020, there were no material changes in market risk compared to the disclosures in the company's Form 10-K[186](index=186&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=40&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) This section details the evaluation of disclosure controls and internal control over financial reporting, identifying material weaknesses [Evaluation of Disclosure Controls and Procedures](index=40&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section reports on the effectiveness of disclosure controls and procedures, noting identified material weaknesses - The principal executive officer and principal financial officer concluded that disclosure controls and procedures were **not effective** at the reasonable assurance level as of September 30, 2020, due to identified material weaknesses[189](index=189&type=chunk) - Despite the material weaknesses, management concluded that the financial statements in this Quarterly Report fairly present the company's financial position, results of operations, and cash flows in all material respects in accordance with GAAP[189](index=189&type=chunk) [Management's Report on Internal Control over Financial Reporting](index=40&type=section&id=Management%27s%20Report%20on%20Internal%20Control%20over%20Financial%20Reporting) Management's report identifies material weaknesses in internal control, particularly in control environment and related party transactions - Management determined that the company did not maintain effective internal control over financial reporting as of December 31, 2019, and it remained ineffective as of September 30, 2020, due to material weaknesses[192](index=192&type=chunk) - Identified material weaknesses include: - **Control Environment:** Deficiencies in commitment to integrity, board oversight, management structures, competence, and accountability, leading to a poor tone of compliance and control consciousness - **Information and Communication:** Miscommunication between management and the Board regarding contract conditionality and non-disclosure of commitments - **Control Activities:** Pervasive impact from poor tone at the top, resulting in a risk to virtually all financial statement account balances and disclosures - **Related Parties:** Failure to maintain controls to sufficiently identify, evaluate, and disclose related party transactions, leading to two unidentified transactions[194](index=194&type=chunk)[195](index=195&type=chunk)[197](index=197&type=chunk)[198](index=198&type=chunk)[199](index=199&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk) [Remediation Plan and Status](index=41&type=section&id=Remediation%20Plan%20and%20Status) This section outlines the company's ongoing remediation efforts to address identified material weaknesses in internal controls - Remediation efforts are ongoing and include appointing new executive officers, enhancing policies (Code of Ethics, Expense Reimbursement), implementing control activities for related party transactions and conflicts of interest, and establishing a disclosure committee[202](index=202&type=chunk)[203](index=203&type=chunk) - Material weaknesses will not be considered remediated until new and existing controls have operated effectively for a sufficient period and management has concluded through testing that they are effective[203](index=203&type=chunk) [Changes in Internal Control over Financial Reporting](index=43&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section reports on any changes in internal control over financial reporting during the quarter - Except for the material weaknesses described, there were no other changes in internal control over financial reporting during the quarter ended September 30, 2020, that materially affected or are reasonably likely to materially affect it[204](index=204&type=chunk) PART II – OTHER INFORMATION This section provides additional information beyond financial statements, including legal proceedings, risk factors, and exhibits [ITEM 1. Legal Proceedings](index=44&type=section&id=ITEM%201.%20Legal%20Proceedings) This section outlines ongoing legal proceedings, including class action and derivative lawsuits, and an SEC investigation - The company is involved in several ongoing legal proceedings: - **Logan Lawsuit:** A class action complaint alleging violations of Sections 10(b), 20(a), 11, and 15 of the Exchange Act and Securities Act, based on allegedly inaccurate or misleading statements - **Shareholder Derivative Lawsuit:** Consolidated in May 2020, alleging breaches of fiduciary duties, unjust enrichment, and contribution, seeking damages and equitable relief - **SEC Investigation:** Initiated in October 2019, requesting information and documents related to the company's expanded audit committee review, with the company cooperating - The company is currently unable to predict the duration, scope, or result of these legal proceedings and has made no provision for them as of September 30, 2020[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk)[207](index=207&type=chunk)[208](index=208&type=chunk)[209](index=209&type=chunk)[210](index=210&type=chunk)[211](index=211&type=chunk) [ITEM 1A. Risk Factors](index=44&type=section&id=ITEM%201A.%20Risk%20Factors) This section confirms no material changes to the risk factors previously disclosed in the company's Form 10-K - There have been no material changes to the risk factors disclosed in Part I, Item 1A of the company's Form 10-K[212](index=212&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports no unregistered sales of equity securities or related use of proceeds - None[213](index=213&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=44&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) This section reports no defaults upon senior securities - None[214](index=214&type=chunk) [ITEM 4. Mine Safety Disclosures](index=44&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This section clarifies that mine safety disclosures are not applicable to the company's operations - Not applicable[215](index=215&type=chunk) [ITEM 5. Other Information](index=44&type=section&id=ITEM%205.%20Other%20Information) This section confirms no other material information to report - None[216](index=216&type=chunk) [ITEM 6. Exhibits](index=45&type=section&id=ITEM%206.%20Exhibits) This section lists all exhibits filed or furnished with the Form 10-Q, including corporate documents and certifications - Exhibits include: - Amended and Restated Certificate of Incorporation and Bylaws - Certifications of Principal Executive and Financial Officers (Rule 13a-14(a) and 18 U.S.C. Section 1350) - XBRL Instance Document and Taxonomy Extension Documents are filed/furnished[217](index=217&type=chunk)[218](index=218&type=chunk) [SIGNATURES](index=46&type=section&id=SIGNATURES) This section contains the official signatures of the company's authorized executive officers, certifying the report - The report is duly signed by Phillip A. Gobe (CEO), David S. Schorlemer (CFO), and Elo Omavuezi (Chief Accounting Officer) on November 5, 2020[220](index=220&type=chunk)[222](index=222&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38035 ______________________________ ProPetro Holding Corp. (Exact name of registrant as specified in its charter) ________________________ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38035 ______________________________ ProPetro Holding Corp. (Exact name of registrant as specified in its charter) _______________________ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________ FORM 10-K ______________________________ ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38035 ______________________________ ProPetro Holding Corp. (Exact name of regist ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38035 ______________________________ ProPetro Holding Corp. (Exact name of registrant as specified in its charter) ___________________ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (State or other jurisdiction of incorporation or organization) Delaware 26-3685382 (I.R.S. Employer Identification No.) 1706 South Midkiff Midland, Texas 79701 (Address of principal executive offices) FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38035 ______________________________ ProPetro Holding Corp. (Exact name of registrant as specified in its charter) _______________________ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________ FORM 10-K ______________________________ ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38035 ProPetro Holding Corp. (Exact name of registrant as specified in its charte ...