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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 21, 2023
ProPetro Holding Corp.
(Exact name of registrant as specified in its charter)
 
Delaware 001-38035 26-3685382
(State or Other Jurisdiction
of Incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)

1706 South Midkiff,
Midland, Texas 79701
(Address of principal executive offices)
(432) 688-0012
(Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per sharePUMPNew York Stock Exchange
Preferred Stock Purchase RightsN/ANew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR230.405) of Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
   Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o







Item 2.02 Results of Operations and Financial Condition.

On February 21, 2023, ProPetro Holding Corp. (the “Company”) issued a press release announcing its results for the quarter ended December 31, 2022. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On February 21, 2023, the Company posted an investor presentation to its website pertaining to the financial and operational results for the quarter ended December 31, 2022 and the commentary discussing financial and operating results for the fourth quarter and full year 2022. The presentation and the commentary are posted on the Company's website at ir.propetroservices.com/presentations and attached hereto as Exhibit 99.2 and Exhibit 99.3, respectively.
The information furnished with this report, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit
Number
 Description of Exhibit
  
99.1
99.2
99.3
104Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 21, 2023
 
PROPETRO HOLDING CORP.
 
/s/ David S. Schorlemer
David S. Schorlemer
Chief Financial Officer


EXHIBIT 99.1 1 ProPetro Reports Financial Results for the Fourth Quarter and Full Year of 2022 MIDLAND, Texas, February 21, 2023, (Business Wire) – ProPetro Holding Corp. ("ProPetro" or "the Company") (NYSE: PUMP) today announced financial and operational results for the fourth quarter and full year of 2022. Full Year 2022 Results • Full year 2022 revenue of $1.3 billion, a 46% increase versus 2021. • Net income of $2 million for the full year 2022, as compared to a net loss of $54 million in 2021. • Full year 2022 Adjusted EBITDA(1) of $317 million, an increase of 134% versus 2021, with Adjusted EBITDA margins increasing from 15% to 25%. Fourth Quarter 2022 Results and Highlights • Fourth quarter revenue increased 5% to $349 million compared to $333 million for the prior quarter. • Fourth quarter net income of $13 million, or $0.12 per diluted share, compared to net income of $10 million, or $0.10 per diluted share, for the prior quarter. • Fourth quarter Adjusted EBITDA(1) decreased 7% to $84 million or 24% of revenues, compared to $90 million or 27% of revenues for the prior quarter. • Fourth quarter effective utilization was 14.5 fleets compared to 14.8 fleets for the prior quarter. • Fourth quarter net cash provided by operating activities of $125 million as compared to $72 million for the prior quarter. • Fourth quarter Free Cash Flow(2) was approximately $15 million as compared to negative Free Cash Flow of approximately $26 million for the prior quarter. • Completed the acquisition of Silvertip Completion Services Operating, LLC ("Silvertip"), a Permian Basin-focused provider of wireline perforating and pumpdown services, on November 1, 2022. • During the quarter, the Company ordered two additional electric hydraulic fracturing fleets (for a total of four fleets to be delivered in 2023) and completed its first long-term contract for the new electric offering. (1) Adjusted EBITDA is a Non-GAAP financial measure and is described and reconciled to net income (loss) in the table under “Non-GAAP Financial Measures”. (2) Free Cash Flow is a Non-GAAP financial measure and is described and reconciled to cash from operating activities in the table under “Non-GAAP Financial Measures".


 
EXHIBIT 99.1 2 Sam Sledge, Chief Executive Officer, commented, “The fourth quarter was an exciting end to a transformational year for ProPetro. Thanks to the hard work of our team throughout 2022, we improved profitability, executed a disciplined approach to asset deployment, and successfully pursued accretive growth, strengthening our business and positioning the Company for more sustained, long-term success. We have significantly advanced our strategy to industrialize the business, and are confident that ProPetro is well-positioned to execute on the many value- enhancing opportunities ahead in 2023 and beyond.” David Schorlemer, Chief Financial Officer, commented, “2022 was a significant investment year for ProPetro in which we recapitalized our fleet, made important progress in transitioning to over 35% natural gas-burning equipment and executed an accretive transaction with Silvertip, all while protecting our liquidity. Despite a fourth quarter impacted by weather, holiday-related seasonality and the strategic repositioning of certain fleets, for the full year we were proud to deliver a revenue increase of 46%, an Adjusted EBITDA increase of 134% and an Adjusted EBITDA margin increase of 930 basis points as compared to the prior year.” Fourth Quarter 2022 Financial Summary Revenue was $349 million, compared to $333 million for the third quarter of 2022. Despite the Company's slight decrease in utilization, the increase in revenue is attributable to pricing increases and added revenue from Silvertip. Cost of services, excluding depreciation and amortization of approximately $34 million, increased to $243 million from $224 million during the third quarter of 2022. The increase was also attributable to the Silvertip acquisition, additional strategic supply chain purchases, and cost inflation across all of our service lines in the fourth quarter of 2022. General and administrative expense of $27 million decreased from $28 million in the third quarter of 2022. General and administrative expense excluding non-recurring expense (net) of $5 million relating to legal settlement and expenses (net of insurance recovery), stock-based compensation of $4 million, and other non-recurring expenses of $1 million was $22 million, or 6% of revenue, which is flat compared to the third quarter of 2022. Net income totaled $13 million, or $0.12 per diluted share, compared to net income of $10 million, or $0.10 per diluted share, for the third quarter of 2022. Adjusted EBITDA decreased to $84 million from $90 million for the third quarter of 2022. The decrease in Adjusted EBITDA was primarily attributable to our decreased utilization caused by our fleet repositioning efforts, and the combination of holiday seasonality and weather impacts, and the costs of activating our 15th fleet.


 
EXHIBIT 99.1 3 Liquidity and Capital Spending As of December 31, 2022, we had cash and cash equivalents of $89 million and borrowings under our ABL Credit Facility were $30 million. Total liquidity at the end of the fourth quarter of 2022 was $155 million, which included cash and cash equivalents and available borrowing capacity under our ABL Credit Facility. As of February 20, 2023, borrowings under the Company's ABL Credit Facility were $30 million and our total liquidity was approximately $143 million, consisting of cash and cash equivalents of $35 million and $107 million of availability under our ABL Credit Facility. Capital expenditures incurred during the fourth quarter of 2022 were $89 million, the majority of which related to maintenance expenditures, our previously announced Tier IV DGB conversions, and approximately $18 million in strategic supply chain purchases of fixed asset inventory items. Net cash used in investing activities during the fourth quarter of 2022 was $110 million. Guidance and Recent Results ProPetro’s outlook for full year 2023 cash capital expenditures is expected to be between $250 million and $300 million, a reduction compared to 2022. The Company anticipates that ongoing fleet revitalization and strategic investments will continue to provide value for ProPetro’s shareholders. Additionally, based on its current outlook for the first quarter of 2023, ProPetro anticipates frac fleet utilization ranging between 14.5 to 15.5 fleets. In January of 2023, despite some weather impacts and running only 14 fleets for the majority of the month, the Company generated revenues of $136 million and incurred cost of services of $88 million, and general and administrative costs of $8 million, exclusive of stock-based compensation and other non-recurring items of approximately $2 million. Importantly, we now have our 15th frac fleet operational today and expect full year utilization to average between 15 and 16 fleets. These preliminary results are subject to the completion of the customary quarterly and year-end closing and review process and may be subject to change after completion of the year-end audit. See Cautionary Statement Regarding Preliminary Financial Information below. Outlook Mr. Schorlemer, added, “As we proceed in 2023, we expect that demand for our services will remain robust. Thanks to the work undertaken in the fourth quarter to reposition and reprice our


 
EXHIBIT 99.1 4 assets, we began 2023 strong. We believe our January performance is a strong baseline and expect to build upon that momentum as we move through the balance of 2023.” Mr. Sledge concluded, “We are encouraged by our early 2023 results and the opportunities ahead for ProPetro. We continue to transition our fleet and remain disciplined with regard to capital deployment, both of which will allow us to advance our position as a leading completions-focused oilfield services company. At the same time, we are taking actions to ensure that ProPetro is positioned to meet head-on any broader industry headwinds that may arise. Moving forward, we are confident ProPetro is well-positioned to capitalize on a large and attractive market opportunity within the Permian Basin and drive enhanced returns for our shareholders in what we believe should be a multi-year up-cycle. We remain focused on the pillars of our strategy: optimizing our businesses, transitioning our fleet and executing strategic transactions to accelerate Free Cash Flow.” Conference Call and Other Information The Company will host a conference call at 8:00 AM Central Time on February 22, 2023, to discuss financial and operating results for the fourth quarter of 2022. The call will also be webcast on ProPetro’s website at www.propetroservices.com. To access the conference call, U.S. callers may dial toll free 1-844-340-9046 and international callers may dial 1-412-858-5205. Please call ten minutes ahead of the scheduled start time to ensure a proper connection. A replay of the conference call will be available for one week following the call and can be accessed toll free by dialing 1-877-344-7529 for U.S. callers, 1-855-669-9658 for Canadian callers, as well as 1-412- 317-0088 for international callers. The access code for the replay is 8212202. The Company has also posted the scripted remarks on its website. About ProPetro ProPetro Holding Corp. is a Midland, Texas-based oilfield services company providing innovative completion services to leading upstream oil and gas companies engaged in the exploration and production of North American oil and natural gas resources. For more information visit www.propetroservices.com. Forward-Looking Statements Except for historical information contained herein, the statements and information in this news release and discussion in the conference call described above are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform


 
EXHIBIT 99.1 5 Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words “may,” “could,” “plan,” “project,” “budget,” “predict,” “pursue,” “target,” “seek,” “objective,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” and other expressions that are predictions of, or indicate, future events and trends and that do not relate to historical matters identify forward-looking statements. Our forward-looking statements include, among other matters, statements about our business strategy, industry, future profitability, expected fleet utilization, sustainability efforts, the future performance of newly improved technology, expected capital expenditures and the impact of such expenditures on our performance and capital programs. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. Although forward-looking statements reflect our good faith beliefs at the time they are made, forward-looking statements are subject to a number of risks and uncertainties that may cause actual events and results to differ materially from the forward-looking statements. Such risks and uncertainties include the volatility of oil prices, the operational disruption and market volatility resulting from the global macroeconomic uncertainty related to the Russia-Ukraine war, general economic conditions, including the impact of continued inflation and the risk of a global recession, and other factors described in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, particularly the “Risk Factors” sections of such filings, and other filings with the Securities and Exchange Commission (the “SEC”). In addition, the Company may be subject to currently unforeseen risks that may have a materially adverse impact on it, including matters related to shareholder litigation. Accordingly, no assurances can be given that the actual events and results will not be materially different than the anticipated results described in the forward- looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements and are urged to carefully review and consider the various disclosures made in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings made with the SEC from time to time that disclose risks and uncertainties that may affect the Company’s business. The forward-looking statements in this news release are made as of the date of this news release. ProPetro does not undertake, and expressly disclaims, any duty to publicly update these statements, whether as a result of new information, new developments or otherwise, except to the extent that disclosure is required by law. Cautionary Statement Regarding Preliminary Financial Information The financial information for the month of January 2023 contained in this news release and discussed in the conference call described above is based upon information available to the Company as of the date hereof and is not a comprehensive statement of the Company’s financial results. Such information is preliminary and unaudited. The Company’s completed results to be reported for the full three months ended March 31, 2023 may differ materially from these preliminary results. Moreover, during the course of the preparation of the Company’s condensed consolidated financial statements and related notes to be included in the Company’s Quarterly


 
EXHIBIT 99.1 6 Report on Form 10-Q for the three months ended March 31, 2023, adjustments related to the preliminary financial information presented herein may be identified. Any such adjustments may be material. Investor Contacts: David Schorlemer Chief Financial Officer [email protected] 432-227-0864 Matt Augustine Director, Corporate Development and Investor Relations [email protected] 432-848-0871


 
EXHIBIT 99.1 PROPETRO HOLDING CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended Years Ended December 31, 2022 September 30, 2022 December 31, 2021 December 31, 2022 December 31, 2021 REVENUE - Service revenue $ 348,924 $ 333,014 $ 246,070 $ 1,279,701 $ 874,514 COSTS AND EXPENSES Cost of services (exclusive of depreciation and amortization) 242,618 224,118 187,361 882,820 662,266 General and administrative (inclusive of stock-based compensation) 26,728 28,190 23,843 111,760 82,921 Depreciation and amortization 34,375 30,417 33,124 128,108 133,377 Impairment expense — — — 57,454 — Loss on disposal of assets 26,912 36,636 24,145 102,150 64,646 Total costs and expenses 330,633 319,361 268,473 1,282,292 943,210 OPERATING INCOME (LOSS) 18,291 13,653 (22,403) (2,591) (68,696) OTHER INCOME (EXPENSE): Interest expense (565) (237) (137) (1,605) (614) Other income (expense) 1,835 (616) (305) 11,582 873 Total other income (expense) 1,270 (853) (442) 9,977 259 INCOME (LOSS) BEFORE INCOME TAXES 19,561 12,800 (22,845) 7,386 (68,437) INCOME TAX (EXPENSE) BENEFIT (6,520) (2,768) 2,613 (5,356) 14,252 NET INCOME (LOSS) $ 13,041 $ 10,032 $ (20,232) $ 2,030 $ (54,185) NET INCOME (LOSS) PER COMMON SHARE: Basic $ 0.12 $ 0.10 $ (0.20) $ 0.02 $ (0.53) Diluted $ 0.12 $ 0.10 $ (0.20) $ 0.02 $ (0.53) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic 111,118 104,372 103,390 105,868 102,655 Diluted 111,988 105,070 103,390 106,939 102,655


 
EXHIBIT 99.1 PROPETRO HOLDING CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) (Unaudited) December 31, 2022 December 31, 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 Operating lease liabilities 854 369 Accrued and other current liabilities 49,027 20,767 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 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


 
EXHIBIT 99.1 PROPETRO HOLDING CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Years Ended December 31, 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 2,030 $ (54,185) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 128,108 133,377 Impairment expense 57,454 — Deferred income tax expense (benefit) 4,213 (14,288) Amortization of deferred debt issuance costs 785 542 Stock-based compensation 21,881 11,519 Provision for credit losses 202 282 Loss on disposal of assets 102,150 64,646 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) Other current assets 354 310 Inventories 124 (1,220) Prepaid expenses 743 4,463 Accounts payable 27,428 51,764 Accrued and other current liabilities 22,602 1,246 Accrued interest 353 — Net cash provided by operating activities 300,429 154,714 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (319,683) (143,523) Silvertip Acquisition, net of cash acquired (38,639) — Proceeds from sale of assets 8,577 39,231 Net cash used in investing activities (349,745) (104,292) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings 30,000 — Repayments of insurance financing — (5,473) 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) Net cash provided by (used in) financing activities 26,260 (7,276) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (23,056) 43,146 CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of year 111,918 68,772 CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of year $ 88,862 $ 111,918


 
EXHIBIT 99.1 Reportable Segment Information Three Months Ended December 31, 2022 September 30, 2022 (in thousands) Completio n Services All Other Total Completio n Services All Other Total Service revenue $ 348,924 $ — $ 348,924 $ 330,780 $ 2,234 $ 333,014 Adjusted EBITDA $ 84,228 $ (118) $ 84,110 $ 92,009 $ (2,009) $ 90,000 Depreciation and amortization $ 34,375 $ — $ 34,375 $ 29,856 $ 561 $ 30,417 Capital expenditures $ 89,158 $ 226 $ 89,384 $ 112,865 $ 2,258 $ 115,123 Years Ended December 31, 2022 December 31, 2021 (in thousands) Completio n Services All Other Total Completio n Services All Other Total Service revenue $ 1,266,261 $ 13,440 $ 1,279,701 $ 857,642 $ 16,872 $ 874,514 Adjusted EBITDA $ 318,051 $ (1,461) $ 316,590 $ 134,309 $ 698 $ 135,007 Depreciation and amortization $ 125,867 $ 2,241 $ 128,108 $ 129,780 $ 3,597 $ 133,377 Capital expenditures $ 362,467 $ 2,849 $ 365,316 $ 162,222 $ 2,936 $ 165,158 Non-GAAP Financial Measures We define EBITDA as net income (loss) less (i) depreciation and amortization, (ii) interest expense and (iii) income tax expense (benefit). We define Adjusted EBITDA as EBITDA, plus (i) loss (gain) on disposal of assets, (ii) stock-based compensation, (iii) other expense (income), (iv) other general and administrative expense (net) and (v) severance expense. We define Free Cash Flow as net cash provided by operating activities less net cash used in investing activities. Adjusted EBITDA and Free Cash Flow are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures provide useful information to investors in assessing our financial condition and results of operations. Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA, and net cash provided by operating activities is the GAAP measure most directly comparable to Free Cash Flow. Non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measures. Non-GAAP financial measures have important limitations as analytical tools because they exclude some, but not all, items that affect the most directly comparable GAAP financial measures. You should not consider Adjusted EBITDA or Free Cash Flow in isolation or as a substitute for an analysis of our results as reported under GAAP. Because Adjusted EBITDA and Free Cash Flow may be defined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.


 
EXHIBIT 99.1 Reconciliation of Net Income (Loss) to Adjusted EBITDA Three Months Ended December 31, 2022 September 30, 2022 (in thousands) Completio n Services All Other Total Completio n Services All Other Total Net income (loss) $ 13,386 $ (345) $ 13,041 $ 26,404 $ (16,372) $ 10,032 Depreciation and amortization 34,375 — 34,375 29,856 561 30,417 Interest expense 565 — 565 237 — 237 Income tax expense 6,520 — 6,520 2,768 — 2,768 Loss on disposal of assets 26,685 227 26,912 22,850 13,786 36,636 Stock-based compensation 3,754 — 3,754 3,306 — 3,306 Other expense (income)(2)(3) (1,835) — (1,835) 616 — 616 Other general and administrative expense, (net) (1) 748 — 748 4,920 — 4,920 Severance expense 30 — 30 1,052 16 1,068 Adjusted EBITDA $ 84,228 $ (118) $ 84,110 $ 92,009 $ (2,009) $ 90,000 Year Ended December 31, 2022 December 31, 2021 (in thousands) Completio n Services All Other Total Completio n Services All Other Total Net income (loss) $ 19,754 $ (17,724) $ 2,030 $ (51,189) $ (2,996) $ (54,185) Depreciation and amortization 125,867 2,241 128,108 129,780 3,597 133,377 Interest expense 1,605 — 1,605 614 — 614 Income tax (benefit) expense 5,356 — 5,356 (14,252) — (14,252) Loss on disposal of assets 88,145 14,005 102,150 64,549 97 64,646 Impairment expense 57,454 — 57,454 — — — Stock-based compensation 21,881 — 21,881 11,519 — 11,519 Other (income) expense (3) (11,582) — (11,582) (873) — (873) Other general and administrative expense (1) 8,460 — 8,460 (6,471) — (6,471) Severance expense 1,111 17 1,128 632 — 632 Adjusted EBITDA $ 318,051 $ (1,461) $ 316,590 $ 134,309 $ 698 $ 135,007 (1) Other general and administrative expense, (net of reimbursement from insurance carriers) primarily relates to nonrecurring professional fees paid to external consultants in connection with the Company's audit committee review, SEC investigation, shareholder litigation, legal settlement to a vendor and other legal matters, net of insurance recoveries. During the three months ended December 31, 2022 and September 30, 2022, we received approximately $3.5 million and $3.4 million, respectively, from our insurance carriers in connection with the SEC investigation and shareholder litigation. During the years ended December 31, 2022 and December 31, 2021, we received approximately $10.4 million and $9.8 million respectively, from our insurance carriers in connection with the SEC investigation and shareholder litigation. (2) Includes $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 audit of the period 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.


 
EXHIBIT 99.1 Reconciliation of Cash from Operating Activities to Free Cash Flow Three Months Ended (in thousands) December 31, 2022 September 30, 2022 Cash from Operating Activities $ 125,478 $ 71,643 Cash used in Investing Activities (109,788) (98,389) Free Cash Flow $ 15,690 $ (26,746)


 
Q4 & FY 2022 Investor Presentation February 21, 2023 Client to confirm use of this image again EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 2 Forward-Looking Statements Except for historical information contained herein, the statements and information in this presentation, including the oral statements made in connection herewith, are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words “may,” “could,” “plan,” “project,” “budget,” “predict,” “pursue,” “target,” “seek,” “objective,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” and other expressions that are predictions of, or indicate, future events and trends and that do not relate to historical matters identify forward-looking statements. Our forward-looking statements include, among other matters, statements about our business strategy, industry, projected financial results and future financial performance, expected fleet utilization, sustainability efforts, the future performance of newly improved technology, expected capital expenditures and the impact of such expenditures on our performance and capital programs as well as our ability to integrate the business of Silvertip Completion Services Operating, LLC (“Silvertip”) and realize the benefits of the Silvertip acquisition. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. Although forward-looking statements reflect our good faith beliefs at the time they are made, forward-looking statements are subject to a number of risks and uncertainties that may cause actual events and results to differ materially from the forward-looking statements. Such risks and uncertainties include the volatility of and recent declines in oil prices, the operational disruption and market volatility resulting from the global macroeconomic uncertainty related to the Russia-Ukraine war, general economic conditions, including impact of continued inflation and the risk of a global recession and other factors described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, particularly the “Risk Factors” sections of such filings, and other filings with the Securities and Exchange Commission (the “SEC”). In addition, we may be subject to currently unforeseen risks that may have a materially adverse impact on us, including matters related to shareholder litigation and the SEC investigation. Accordingly, no assurances can be given that the actual events and results will not be materially different than the anticipated results described in the forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements and are urged to carefully review and consider the various disclosures made in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings made with the SEC from time to time that disclose risks and uncertainties that may affect our business. The forward-looking statements in this presentation are made as of the date of this presentation. We do not undertake, and expressly disclaim, any duty to publicly update these statements, whether as a result of new information, new developments or otherwise, except to the extent that disclosure is required by law. This presentation contains certain measures that are not determined in accordance with GAAP. For a definition of these measures and a reconciliation to the most directly comparable GAAP measure on a historical basis, please see slide 3. Due to the forward-looking nature of certain non-GAAP measures presented in this presentation, reconciliations of the non- GAAP measures to their most directly comparable GAAP measure are not available without unreasonable efforts. This is due to the inherent difficulty of forecasting the timing or amount of various reconciling items that would impact the most directly comparable forward-looking GAAP financial measure, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. Accordingly, such reconciliations are excluded from this presentation. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures. EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 3 This presentation references “Adjusted EBITDA” and “Free Cash Flow,” which are non-GAAP financial measures. We define EBITDA as net income (loss) less (i) depreciation and amortization, (ii) interest expense and (iii) income tax expense (benefit). We define Adjusted EBITDA as EBITDA, plus (i) loss/(gain) on disposal of assets, (ii) stock-based compensation, (iii) other expense (income), (iv) other general and administrative expense (net) and (v) severance expense. Free cash flow (FCF) is defined as net cash provided by operating activities minus net cash used in investing activities. These non-GAAP financial measures are not intended to be an alternative to any measure calculated in accordance with GAAP. We believe the presentation of Adjusted EBITDA and Free Cash Flow provide useful information to investors in assessing our financial condition and the results of operations. Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA. Net cash provided by operating activities is the GAAP measure most directly comparable to Free Cash Flow. Non-GAAP financial measures have important limitations as analytical tools because they exclude some, but not all, items that affect the most directly comparable GAAP financial measures. You should not consider these non-GAAP financial measures in isolation or as a substitute for an analysis of our results as reported under GAAP. Further, Adjusted EBITDA and Free Cash Flow may be defined differently by other companies in our industry, and our definitions of Adjusted EBITDA and Free Cash Flow may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. Non-GAAP Reconciliations Three Months Ended (in thousands) December 31, 2022 September 30, 2022 Net income (loss) $ 13,041 $ 10,032 Depreciation and amortization 34,375 30,417 Interest expense 565 237 Income tax expense (benefit) 6,520 2,768 Loss on disposal of assets 26,912 36,636 Stock-based compensation 3,754 3,306 Other expense (income) (1,835) 616 Other general and administrative expenses (net) 748 4,920 Severance expense 30 1,068 Adjusted EBITDA $ 84,110 $ 90,000 Three Months Ended (in thousands) December 31, 2022 September 30, 2022 Net Cash provided by Operating Activities $ 125,478 $ 71,643 Net Cash used in Investing Activities (109,788) (98,389) Free Cash Flow $ 15,690 $ (26,746) EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 4 Non-GAAP Reconciliations Twelve Months Ended (in thousands) December 31, 2022 December 31, 2021 Net income (loss) $ 2,030 $ (54,185) Depreciation and amortization 128,108 133,377 Interest expense 1,605 614 Income tax expense (benefit) 5,356 (14,252) Loss on disposal of assets 102,150 64,646 Impairment expense 57,454 - Stock-based compensation 21,881 11,519 Other expense (income) (11,582) (873) Other general and administrative expenses (net) 8,460 (6,471) Severance expense 1,128 632 Adjusted EBITDA $ 316,590 $ 135,007 Twelve Months Ended (in thousands) December 31, 2022 December 31, 2021 Net Cash provided by Operating Activities $ 300,429 $ 154,714 Net Cash used in Investing Activities (349,745) (104,292) Free Cash Flow $ (49,316) $ 50,422 This presentation references “Adjusted EBITDA” and “Free Cash Flow,” which are non-GAAP financial measures. We define EBITDA as net income (loss) less (i) depreciation and amortization, (ii) interest expense and (iii) income tax expense (benefit). We define Adjusted EBITDA as EBITDA, plus (i) loss/(gain) on disposal of assets, (ii) stock-based compensation, (iii) other expense (income), (iv) other general and administrative expense (net) and (v) severance expense. Free cash flow (FCF) is defined as net cash provided by operating activities minus net cash used in investing activities. These non-GAAP financial measures are not intended to be an alternative to any measure calculated in accordance with GAAP. We believe the presentation of Adjusted EBITDA and Free Cash Flow provide useful information to investors in assessing our financial condition and the results of operations. Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA. Net cash provided by operating activities is the GAAP measure most directly comparable to Free Cash Flow. Non-GAAP financial measures have important limitations as analytical tools because they exclude some, but not all, items that affect the most directly comparable GAAP financial measures. You should not consider these non-GAAP financial measures in isolation or as a substitute for an analysis of our results as reported under GAAP. Further, Adjusted EBITDA and Free Cash Flow may be defined differently by other companies in our industry, and our definitions of Adjusted EBITDA and Free Cash Flow may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 5 CCC Company Snapshot Oilfield services leader in the Permian Basin providing complementary completions services in Hydraulic Fracturing, Cementing, and Wireline to leading upstream oil and gas producers 5 NYSE PUMP 2022 Revenue $1.3 billion Year End 2022 Total Liquidity $155 million 2022 Adjusted EBITDA(1) $317 million Headquartered in Midland, Texas (1) Adjusted EBITDA is a Non-GAAP financial measure, please see the reconciliation to Net Income (Loss) on the “Non-GAAP Reconciliations” slide. EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 6 Pursue a more capital- light asset profile and next generation fleet Pursue opportunistic strategic transactions to accelerate value creation and distribution Optimize operations and industrialize our business Maintain a strong balance sheet Develop and integrate innovative technologies Generate robust earnings, increasing free cash flow, and build towards enhanced shareholder returns and value distribution Our Strategy & Recent Highlights 6 ✓ 2022 financial results demonstrated significant growth versus prior year ✓ Transformational year in which we engaged a new corporate strategy ✓ Acquired and integrated Silvertip Completion Services ✓ Transitioned 5 Tier II diesel frac fleets to Tier IV DGB dual-fuel ✓ Ordered 4 electric frac fleets under lease program EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 7 Booming global economy Higher relative refining capacity Limited shareholder and corporate pressure for Environmental and other ESG- related causes Robust capital markets and associated capital access Industry Evolving for a Sustainable Future CURRENT INDUSTRY DYNAMICS Oil supply is expected to remain suppressed due to insufficient capital spending, refining capacity constraints, and ongoing geo-political conflicts Demand has rebounded from pandemic-related impacts, although not fully in certain areas of the globe (e.g., China) Strong balance sheets and capital discipline are the new normal for oil and gas production and service companies Capital markets largely avoiding oil and gas - private equity groups are chasing “transition energy” and debt markets are effectively closed The hydrocarbon industry is here to stay - even though use of alternative energy is increasing, hydrocarbons have proven their critical value to global prosperity and energy security ProPetro is well-positioned to take advantage of the long-term industry dynamics through improved fundamentals, access to the attractive Permian Basin, consistent execution, and capital discipline. PRE-COVID PANDEMIC INDUSTRY DYNAMICS EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 8 Global Hydrocarbon Macro Environment A bullish demand outlook coupled with constrained supply availability reinforces our belief that we are in a long-term up-cycle that supports incremental margins and sustainable cash flow generation for completion services. ENERGY CONSUMPTION BY FUEL (quadrillion British thermal units) GLOBAL E&P SPENDING ($ billion) “Petroleum and natural gas are the most-used fuels in the United States through 2050” – EIA Source: EIA, March 3, 2022 750 650 550 450 350 250 12 14 16 18 20 22 Upstream E&P spending continues to lag demand and is 45% below average spend from 2012–14 as producers have retreated. 0 10 20 30 40 50 1990 2000 2010 2020 2030 2040 2050 history projections petroleum and other liquids natural gas coal other renewable energy nuclear hydro liquid biofuels Source: Energy Aspects, February 2023 EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 9 PERMIAN BASIN ~60 billion barrels of oil equivalent(1) ~86,000 sq miles (1) Rystad Energy, September 2022. US CRUDE PRODUCTION FORECAST (MB/D) THE PERMIAN BASIN STANDS ALONE AS THE RESILIENT PACESETTER OF US PRODUCTION Despite relatively flat total US production growth expectations over the next several years and anticipated near-term market volatility, the Permian Basin stands to see production increases and be the sole source of growth across the US. ProPetro is strategically located in and levered to the Permian Basin with ~98% of our 2022 revenue coming from this region, ensuring a more sustainable and resilient demand for our services. Source: Energy Aspects, February 2023 Permian Basin: Large Addressable Market Opportunity EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 10 Customer focused; Team driven Dedicated and efficient customer base harnessing the potential of the resource-rich Permian Basin Transitioning to a young, efficient capital-light fleet that burns natural gas Relied upon by premier customers with proven results year- after-year Disciplined capital allocation and asset deployment strategy Reducing emissions and investing in longer-lived assets Diversified customer base including the largest Permian operators Who We Are and Where We Are Going EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 11© 2023 ProPetro Holding Corp. All Rights Reserved. 11 Proven Success in the Most Challenging Environment: Unrivaled Completions Services COMPLETION-RELATED SERVICES Consistent with ProPetro’s Hydraulic Fracturing, Cementing, and Wireline services HYDRAULIC FRACTURING ProPetro’s premier service line delivering industry-leading performance SPECIAL APPLICATIONS Customized treatments and complex jobs for customers that put their trust in ProPetro for reliable completions services Source: EnergyPoint Research Inc. https://www.propetroservices.com/our-services EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 12 Reduce on-site headcount Improve efficiency Drive best-practices across fleets Increase long-term profitability Enhance safety protocols Increase sustainability of operations Innovation Leading to Our #1 Customer Ratings - A ProPetro Competitive Advantage EVOLVING OPERATIONS AND ADAPTING TECHNOLOGIES TO: 2022 FLEETS On Site Remote 2023e FLEETS On Site Remote TRANSITIONING TO FULLY-REMOTE ENGINEERING SUPPORT Source: management estimates; “e” estimate at year end. RECENTLY DEVELOPED NEW TACTICAL OPERATIONS CENTER TO: Reduce maintenance capex Increase capital and logistical efficiency Reduce equipment in rotation EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 1313 • Contract with large public E&P • Currently Tier IV DGB fleet, converting to electric fleet upon delivery in 3Q23 • Coupled with capital-light electric fleet lease program Fleet Transition: Executing on The Strategy 13 • In 2022, we transitioned 35% of our frac fleet to Tier IV DGB dual-fuel and displacing diesel – up to ~70% - with cleaner-burning natural gas • Continuing to bring youth to our fleet through our 2023 investment cycle. Expect to end 2023 with at least 7 Tier IV DGB and 4 electric frac fleets. • Using natural gas to power frac fleets can result in annualized savings of $10 million to $20+ million due to the diesel/natural gas spread • Customers are willing to pay a premium due to fuel savings and lower emissions RECAPITALIZATION OF OUR FLEET EXECUTED FIRST ELECTRIC-POWERED HYDRAULIC FRACTURING FLEET CUSTOMER CONTRACT 0 2 4 6 8 10 12 14 16 18 2021 2022 2023e Active Fleet Configuration Tier II Diesel Tier IV Dual-Fuel Electric 65% natural gas burning < 2 Years > 2 Years Fleet Age (2023e) Source: management estimates; “e” estimate at year-end. EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 14 Commitment to Our People, Our Community, and Our Environment OPTIMIZED OPERATIONS & FLEET TRANSITION Innovation • Strategic investments in dual-fuel and electric- powered fleets, remote engineering operations, logistics, and maintenance systems Get the job done efficiently • Minimizing idle time, spills, and avoiding duplicative work Optimizing fuel consumption • Integrating cleaner-burning natural gas • Investing in Tier IV DGB dual-fuel and electric equipment lowering diesel consumption ENVIRONMENTAL SAFETY PEOPLE FOCUSED ON OUR TEAM • Education and tuition reimbursement to engage and advance our employees • ProPetro employees created the Positive United Morale Partners (P.U.M.P. Committee) to drive community engagement for those in need COMMITTED TO AN ACCIDENT-FREE WORKPLACE • Strong training and development culture • Dedicated heavy haul driving team to reduce hazards on the roads in our community • Recognized with safety awards and leadership in the Permian Basin To improve visibility around our recent progress towards accomplishing our sustainability goals, we plan to publish our Inaugural Sustainability Report in 2023 EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 1515 Estimated Revenue Mix by Service Line: Hydraulic Fracturing, Wireline, and Cementing 2023e REVENUE MIX BY SERVICE LINE Hydraulic Fracturing Cementing Wireline Source: 2023 management estimates. 15 EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 16 Strong Execution During a Transformational Year FY22 showcased the economic potential of our business, as we maintained strong liquidity despite strategically investing in our fleet. FY22 Financial Highlights (in millions except %’s and fleet counts) TOTAL REVENUE EFFECTIVE UTILIZATION Fleets ADJUSTED EBITDA(1) TOTAL LIQUIDITY(2) FY22 $1,280 14.5 $317 $155 FY21 $875 12.4 $135 $169 46% 17% 134% 45% incremental margins(3); Adj. EBITDA margins sequentially higher (~930 bps) ($14) Investing in our company through the acquisition of Silvertip and the transitioning of our fleet to Tier IV DGB (1) Adjusted EBITDA is a Non-GAAP financial measure; please see the reconciliation to Net Income (Loss) on the “Non-GAAP Reconciliations” slide. (2) Inclusive of cash and available capacity under ABL credit facility as of the end of the quarter. (3) Incremental margin calculated as the change in Adjusted EBITDA divided by the change in revenues. EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 17 Capital Allocation Framework: Strategy Meets Opportunity OPTIMIZE OPERATIONS Enhancing operational efficiency by focusing resources on the most relevant technologies, tools, and best practices FLEET TRANSITION With robust industry fundamentals, transitioning our fleet to natural gas-burning and electric offerings, which command higher relative pricing DISCIPLINED GROWTH Prudently assessing value-enhancing investment opportunities to make ProPetro stronger — including opportunities to enhance scale, expand margins, and accelerate free cash flow Designed to improve free cash flow and value-distribution… …while maintaining a strong balance sheet. EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 18 Our Leadership: Committed to Shareholder Value Creation PHILLIP A. GOBE Chairman of the Board ANTHONY BEST Lead Independent Director, Audit Committee Chair MICHELE VION Independent Director, Compensation Committee Chair SPENCER D. ARMOUR III Independent Director JACK B. MOORE Independent Director, Nominating & Corporate Governance Committee Chair G. LARRY LAWRENCE Independent Director ALAN E. DOUGLAS Independent Director MARK BERG Director Board Of DirectorsCompany Management ADAM MUÑOZ President and Chief Operating Officer DAVID SCHORLEMER Chief Financial Officer JODY MITCHELL General Counsel ELO OMAVUEZI Chief Accounting Officer SAM SLEDGE Chief Executive Officer & Director MARY RICCIARDELLO Independent Director EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 19© 2023 ProPetro Holding Corp. All Rights Reserved. 19 Efficient operator with a strong balance sheet Cutting edge technologies drive leading profitability and customer solutions Disciplined capital allocation and asset deployment strategy Premium completion services company with one of the most efficient and productive pressure pumping and wireline systems in the oilfield service industry Consistently outperforms the competition – the reliable choice for the most selective customers ESG-friendly investments in electric- powered hydraulic fracturing technology and other innovative equipment to drive industry-leading profitability and flexibility through industry cycles ProPetro: The Oilfield Services Leader Built For The Future EXHIBIT 99.2


 
© 2023 ProPetro Holding Corp. All Rights Reserved. 20 Investor Contacts INVESTOR RELATIONS DAVID SCHORLEMER Chief Financial Officer [email protected] 432.277.0864 MATT AUGUSTINE Director, Corporate Development and Investor Relations [email protected] 432.848.0871 CORPORATE HEADQUARTERS 1706 South Midkiff Road Midland, TX 79701 432.688.0012 www.propetroservices.com EXHIBIT 99.2


 
1 Fourth Quarter and Full Year 2022 Earnings Call February 22, 2023, 8:00 am CT Operator Opening: Good day, and welcome to the ProPetro Holding Corp Fourth Quarter 2022 Conference Call. Please note, this event is being recorded. I would now like to turn the call over to Matt Augustine, Director of Corporate Development and Investor Relations for ProPetro Holding Corp. Please go ahead. Matt Augustine - Director of Corporate Development and Investor Relations: Thank you and good morning. We appreciate your participation in today’s call. With me today is Chief Executive Officer, Sam Sledge; Chief Financial Officer, David Schorlemer; and President & Chief Operating Officer, Adam Munoz. Yesterday afternoon, we released our earnings results for the fourth quarter and full year of 2022. Please note that any comments we make on today’s call regarding projections or our expectations for future events are forward-looking statements covered by the Private Securities Litigation Reform Act. Forward-looking statements are subject to several risks and uncertainties, many of which are beyond our control. These risks and uncertainties can cause actual results to differ materially from our current expectations. We advise listeners to review our earnings release and risk factors discussed in our filings with the SEC. Also, during today’s call we will reference certain non-GAAP financial measures. Reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are included in our earnings release. Additionally, during today’s call we will discuss January 2023 results. Of note, these results are preliminary and based upon information available to management as of the date hereof. These results are subject to change and may differ materially from our reported results for the three months ended March 31, 2023. Lastly, after our prepared remarks, we will hold a question-and-answer session. With that, I would like to turn the call over to Sam. EXHIBIT 99.3


 
2 Fourth Quarter and Full Year 2022 Earnings Call February 22, 2023, 8:00 am CT Sam Sledge - Chief Executive Officer: Thanks Matt and good morning, everyone. 2022 was a transformational year for ProPetro and we are pleased to be off to an even stronger start in 2023. David will speak to our financial results for the fourth quarter and full year of 2022 in a moment, but before that I’d like to take a step back and acknowledge some of the key achievements and milestones from our team in 2022. As you know, in November we closed our acquisition of Silvertip Completion Services – a step that positioned ProPetro not just as a leading pressure pumping company, but now as a leading completions-focused oilfield services company. Integration of Silvertip into ProPetro has been successful and, since closing, we have begun to capitalize on the strategic vision that drove this transaction. With Silvertip, we’ve expanded our portfolio to include a best-in- class wireline company that enables us to pursue accretive growth opportunities and positions us to further expand our margins and increase free cash flow generation. As previously announced in December, shortly after the closing of Silvertip, to meet the increasing demand for next generation hydraulic fracturing services, we were pleased to (i) announce our first contract for one of our electric fleets, (ii) order two additional e-fleets under the master lease agreement used for our first two electric fleet orders, and (iii) deploy our fifth Tier IV Dynamic Gas Blending or “DGB” fleet, with our sixth to come online in the coming weeks. We expect that ProPetro will have at least seven Tier IV DGB fleets and four electric fleets by the end of 2023, making approximately two thirds of our frac offering natural gas capable. These recent actions significantly advanced our strategy to industrialize our business, and we are confident that we are well-positioned to execute on the many value-enhancing opportunities ahead in 2023 and beyond. The fourth quarter was also a significant transition period for ProPetro. As we noted during our third quarter call, we laid the ground work and prepared a significant portion of our portfolio for a repricing and repositioning effort that occurred in early January. This repositioning of fleets has enabled us to pursue opportunities with other customers under accretive terms, and we’re very excited to renew some prior relationships and expand others. Our operating team’s excellence at the wellsite along with a very intentional approach by our business development team has enabled this part of our strategy to be a success. EXHIBIT 99.3


 
3 Fourth Quarter and Full Year 2022 Earnings Call February 22, 2023, 8:00 am CT Ahead of the repricing of our fleets in January, we decided to temporarily curtail one of our active fleets in the second half of the fourth quarter to prioritize our overall fleet health in order to position us to best capitalize on the pricing uplift we were able to capture in January. In the fourth quarter we also experienced an increased amount of seasonality and holiday impact, along with impacts from the winter storm that occurred throughout the U.S. leading up to the holidays, with the storm ultimately affecting several of our customers focused here in the Permian. At ProPetro, we pride ourselves on our commitment to best-in-class corporate governance, including the Board’s focus on director refreshment and building a strong bench of outstanding leaders and employees at ProPetro. To that end, recently we were pleased to welcome Mary Ricciardello to our Board of Directors and look forward to benefitting from her expertise. Additionally, the new year also saw the appointment of Jody Mitchell as ProPetro’s new General Counsel and Corporate Secretary. Jody is an industry veteran, and has quickly become an integral member of our core leadership team. Another important element of good governance is enhanced sustainability practices. We are pleased to announce that in 2023, we will be issuing our first ever sustainability report, which will provide an in-depth look at the work underway to deliver on our commitment to transition our fleet in support of more efficient operations with reduced emissions while also leading efforts in the community to promote a cleaner and safer environment across the Permian Basin and for our teammates at ProPetro. Being a Midland-based and Permian Basin focused oilfield services company that serves leading upstream oil and gas operators gives us a unique vantage point into the market and current trends. To that end, before I turn it over to David, I’d like to take a few moments to discuss the broader oil and gas market and what we are seeing. Despite recent pressure on the price of natural gas, we believe that both oil and natural gas remain in structural undersupply, especially globally, and may remain so for the foreseeable future. As it pertains to the recent decline in natural gas prices, being 100% located in the Permian with customers that have large drilling programs and full calendars does insulate us from some of the risk that our peers working in gas-focused basins may face. EXHIBIT 99.3


 
4 Fourth Quarter and Full Year 2022 Earnings Call February 22, 2023, 8:00 am CT Furthermore, if demand for frac services temporarily declines in gas-focused basins, and a few competitor fleets subsequently move to the Permian, we believe the demand gap is large enough to absorb the new fleets without disruption, especially when considering the bifurcation in service quality and equipment offerings, as small privates and other subscale competitors do not have the next generation capabilities that ProPetro has compiled. Notably, the continued spread between diesel and natural gas prices bolsters our fleet transition strategy. Diesel displacement in our customers’ completions programs will continue to become more and more valuable for the foreseeable future. As we move forward, we remain acutely focused on taking our business to the next level and executing on our strategic goals to drive meaningful returns. To achieve this, first, we are actively optimizing our operations through a more industrialized approach to our business, which we expect will unlock additional free cash flow generation into the future. Second, we are continuing to transition our fleet in a way that minimizes our overall capital costs while delivering next generation services that are in high demand from our customers. And third, we are continuing to pursue opportunistic strategic acquisitions that increase our competitiveness and are in the best interests of all of our stakeholders. All of this is being done with the ultimate goal of generating strong returns and value for our shareholders, and we are already beginning to realize a portion of the tremendous value that we are confident this strategy will deliver. I’ll now turn it over, but before I do, I’d be remiss if I did not take a moment to thank the ProPetro team for their outstanding work in 2022. Without them, we would not have been able to achieve all that we did during this incredible year and just as importantly, we would not have been able to lay the groundwork for all that is to come in 2023 and beyond. With that, I’ll turn the call over to David to discuss our fourth quarter and full-year financial performance. David? EXHIBIT 99.3


 
5 Fourth Quarter and Full Year 2022 Earnings Call February 22, 2023, 8:00 am CT David Schorlemer - Chief Financial Officer: Thanks, Sam and good morning, everyone. Before I dive in, I would also like to echo Sam’s thanks for our team members and their continued hard work and dedication to ProPetro. Now, let’s move on to our financial results. 2022 Full Year Highlights Our performance in 2022 showed continued improvement over 2021 with our financial discipline and pricing strategy generating excellent results. Revenue for the full year 2022 was $1.3 billion, a 46% increase year-over-year. Adjusted EBITDA increased 134% year-over-year to $317 million, which was driven by our disciplined commitment to improved pricing, responsive repositioning, and cost management. Equally impressive was our Adjusted EBITDA margins that increased 930 basis points to 25%. We were able to achieve this in the midst of significant inflationary pressures, a constrained supply chain, and a dynamic pricing environment. The Company also posted a Net Income of $2 million for 2022, which is a significant turnaround compared to a $54 million Net Loss in 2021. Fourth Quarter Highlights During the fourth quarter, we generated $349 million of revenue, a 5% increase from the third quarter. The increase is largely attributable to the acquisition of and inclusion of November and December activity of Silvertip. Our Effective Frac Fleet Utilization was 14.5 fleets for the fourth quarter, which was in line with our prior guidance of 14 to 15 fleets. Our guidance for the first quarter is 14.5 to 15.5 fleets. Cost of services, excluding depreciation and amortization, for the fourth quarter was $243 million versus $224 million in the third quarter with the increase driven by the Silvertip acquisition, additional strategic supply chain purchases, and cost inflation across all of our service lines. Fourth quarter general and administrative expense was $27 million compared to $28 million in the third quarter. Adjusted G&A was $22 million and excludes $5 million relating to non- recurring and non-cash items. Depreciation was $34 million in the fourth quarter. The Company posted Net Income of $13 million or $0.12 cents per diluted share, compared to net income of $10 million or $0.10 cents per diluted share in the prior quarter. As Sam mentioned, the fourth quarter was a transitional one for ProPetro. Looking back at the full year, we posted strong performance while undergoing a significant recapitalization of our fleet. EXHIBIT 99.3


 
6 Fourth Quarter and Full Year 2022 Earnings Call February 22, 2023, 8:00 am CT 2023 Recent Highlights Moving to 2023, we’re off to a great start to the year, and we’d like to share some selected preliminary financial results that we are encouraged by so far. Due to the repositioning and repricing efforts we undertook for our businesses in the fourth quarter of 2022, our January performance was extraordinarily strong despite experiencing some weather impacts during the month and operating only 14 active fleets for the majority of the month. Revenues came in at $136 million and we incurred cost of services of $88 million, with general and administrative costs of $8 million exclusive of stock-based compensation and other non-recurring items of approximately $2 million. Doing the math, you can see it was a good month. Of note, in February, our 15th fleet that we had reactivated late last year is now back on a committed calendar and we’re expecting a more fulsome contribution of our 15 active fleets going forward. I’d also like to point out that Silvertip posted $20 million of revenue for January, which is the highest monthly total in its history. We are excited about the contribution this business is already making. As we have discussed, we expect that demand for our services will remain robust as we proceed into 2023. Therefore, we believe our performance in January was a strong baseline and expect to build upon that momentum as we progress into the balance of 2023. Turning back to 2022 results, our full year 2022 cash capex was $320 million, or slightly below the midpoint of our prior guidance and our incurred capex was $365 million, which is slightly above the high end of our prior guidance, and included approximately $18 million of strategic purchases of critical inventory items to get ahead of certain supply chain constraints of major components. As we pursue and realize the benefits of our strategy to develop a more capital light asset profile and realize the benefits from our ongoing optimization program, coupled with the ending of our large reinvestment cycle, we anticipate our 2023 cash capex to be between $250 million and $300 million with the majority of the spending in the first half of the year. As of December 31, 2022, total cash was $89 million and our borrowings under our ABL Credit Facility were $30 million. Total liquidity at the end of the fourth quarter of 2022 was $155 million including cash and $66 million of available capacity under the Company’s ABL credit facility. EXHIBIT 99.3


 
7 Fourth Quarter and Full Year 2022 Earnings Call February 22, 2023, 8:00 am CT We anticipate meaningful positive free cash flow in the second half of 2023 with some working capital investment and a front-loaded capex program in the near-term. To reiterate, 2022 was a significant investment year in which we recapitalized our fleet while transitioning to over 35% natural gas-burning equipment, completed the accretive transaction with Silvertip to accelerate free cash flow and earnings, and enhanced Adj. EBITDA margins by over 930 basis points, all while protecting our liquidity. This was accomplished by maintaining a disciplined pricing and capital allocation framework. 2022 was a transitional year in executing our strategic plan and we are excited for these opportunities to continue fueling our growth in 2023. With that, I’ll turn it back over to Sam. Sam Sledge - Chief Executive Officer: Thank you, David. As we take stock of where we are today and look ahead to where we are going, I am proud of the work we have done to effect a significant transformation since 2019 and the onset of COVID. We have met significant obstacles and challenges head on over the last few years, and have continued to compete at the highest level while positioning our Company for the long-run. We’ve recently taken significant steps in reducing our maintenance capex and increasing our capital and logistical efficiency across our portfolio of assets while ensuring we have less equipment in rotation at the maintenance shop and are therefore more efficient with our asset base. Now, our future is stronger than ever and we are confident in our ability to execute on strategic growth opportunities into this sustained multi-year up-cycle. By the end of 2023 and as I mentioned earlier, we will have transitioned two thirds of our fleet to natural gas-burning and electric capabilities, offering us a unique competitive advantage, and one of the youngest next generation fleets in the country. EXHIBIT 99.3


 
8 Fourth Quarter and Full Year 2022 Earnings Call February 22, 2023, 8:00 am CT Moreover, we have a disciplined and intentional approach to capital deployment, which will allow us to strategically pursue M&A opportunities to advance our position as a leading completions-focused services company. At the same time, with a nearly debt free balance sheet, we are prepared for any broader industry or macroeconomic headwinds and volatility that may arise. While we recognize that the space is consolidated and E&P’s are not expected to meaningfully grow production in the near-term, our business is now built for the long-run and ProPetro will continue to be a major contributor to energy production for the world for the next several decades. Accordingly, we are optimistic that we will begin to see valuation improvement across the OFS space. I once again want to thank our ProPetro teammates for their tremendous performance and for giving the management team the confidence to move forward with executing our strategy. We continue to build on our strong track record of safety and performance and I am so proud of all that we have accomplished. Let’s continue to keep up the great work and deliver for our customers. Lastly, we’d like to take a moment to talk about how honored we are here at ProPetro to be such a critical part of the American energy system. I was born and raised right here in Midland, Texas, the energy capital of this side of the world. Even as a third-generation oilfield services operator and leader, it has taken me decades to fully appreciate the value this area and the oil and gas industry brings to our country and to our globe. The Permian Basin community, which includes ProPetro, works hard, usually in harsh environments, without complaint. Our safe, clean production here in the Permian exports a dependable commodity that can be consumed locally or abroad. These fossil fuels power our world in our homes, our businesses, and in our schools and hospitals. One would be hard- pressed to find any item in our possession that isn’t made from or tied directly to an oil and gas product. In the 15 plus year history of our company we have not appreciated our far-reaching impact enough. Today, we do. Life experiences have helped us gain perspective as we find ourselves growing families, leading teams and investing in our communities - all of which sit on a foundation of affordable, clean and reliable energy. EXHIBIT 99.3


 
9 Fourth Quarter and Full Year 2022 Earnings Call February 22, 2023, 8:00 am CT As our respect continues to grow for the work that happens in our sector and the energy it produces we feel emboldened to help others understand just how vital the Permian Basin and our oil and gas production are to the overall economic health and global security of the United States of America, the greatest republic in the history of the world. We would like to encourage others in our community and the oil and gas value chain, big and small, to join us in the promotion of what our industry makes possible for everyday life around the world. Fossil fuels have been a cornerstone in the advancement of humanity and, thanks to our industry’s long track record of innovation, they will continue to be indispensable. It’s because of our crucial contributions that we should be proud, internally and externally, to educate and advocate for our industry. With that, I’d like to open up the line for questions. Operator? Closing Remarks Thank you for joining us on today’s call. We look forward to another great year and we hope you join us for our next quarterly earnings call. Have a great day. Forward-Looking Statements Except for historical information contained herein, the statements and information in this document and discussion in the conference call are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words “may,” “could,” “plan,” “project,” “budget,” “predict,” “pursue,” “target,” “seek,” “objective,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” and other expressions that are predictions of, or indicate, future events and trends and that do not relate to historical matters identify forward-looking statements. Our forward-looking statements include, among other matters, statements about our business strategy, industry, future profitability, expected fleet utilization, sustainability efforts, the future performance of newly improved technology, expected capital expenditures and the impact of such expenditures on our performance and capital programs. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. Although forward-looking statements reflect our good faith beliefs at the time they are made, forward-looking statements are subject to a number of risks and uncertainties that may cause actual events and results to differ materially from the forward-looking statements. Such risks and uncertainties include the volatility of oil prices, the operational disruption and market volatility resulting from the global macroeconomic uncertainty related to the Russia-Ukraine war, general economic conditions, including the impact of continued inflation and the risk of a global recession, and other factors described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, particularly the “Risk Factors” sections of such filings, and other filings with the Securities and Exchange Commission (the “SEC”). In addition, the Company may be subject to currently unforeseen risks that may have a materially adverse impact on it, including matters related to shareholder litigation. Accordingly, no assurances can be given that the actual events and results will not be materially different than the anticipated results described in the forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements and are urged to carefully review EXHIBIT 99.3


 
10 Fourth Quarter and Full Year 2022 Earnings Call February 22, 2023, 8:00 am CT and consider the various disclosures made in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings made with the SEC from time to time that disclose risks and uncertainties that may affect the Company’s business. The forward-looking statements in this news release are made as of the date of this news release. ProPetro does not undertake, and expressly disclaims, any duty to publicly update these statements, whether as a result of new information, new developments or otherwise, except to the extent that disclosure is required by law. Cautionary Statement Regarding Preliminary Financial Information The financial information for the month of January 2023 contained in this document and discussed in the conference call is based upon information available to the Company as of the date hereof and is not a comprehensive statement of the Company’s financial results. Such information is preliminary and unaudited. The Company’s completed results to be reported for the full three months ended March 31, 2023 may differ materially from these preliminary results. Moreover, during the course of the preparation of the Company’s condensed consolidated financial statements and related notes to be included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2023, adjustments related to the preliminary financial information presented herein may be identified. Any such adjustments may be material. EXHIBIT 99.3