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, 2024
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 001-38183
RANGER ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware
81-5449572
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
10350 Richmond, Suite 550
Houston, Texas 77042
(713) 935-8900
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Stock, $0.01 par value
RNGR
New York Stock Exchange
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for
such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐
Smaller reporting company ☒
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. ☐
Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of
the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously
issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during
the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 30, 2024, the aggregate market value of the Class A Common Stock of Ranger Energy Services, Inc. held by non-affiliates of the Registrant was $165.2 million, based on the closing market price as
reported on the New York Stock Exchange of $10.52. As of February 28, 2025, the Registrant had 22,252,946 shares of Class A Common Stock and zero shares of Class B Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for the 2025 Annual Meeting of Stockholders, to be filed no later than 120 days after the end of the fiscal year to which this Annual Report on Form 10-K
relates, are incorporated by reference into Part III of this Annual Report on Form 10-K.
RANGER ENERGY SERVICES, INC.
TABLE OF CONTENTS
Item
Page
PART I
Item 1.
Business
1
Item 1A.
Risk Factors
12
Item 1B.
Unresolved Staff Comments
28
Item 1C.
Cybersecurity
29
Item 2.
Properties
30
Item 3.
Legal Proceedings
30
Item 4.
Mine Safety Disclosure
30
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholders’ Matters and Issuer Purchases of Equity Securities
31
Item 6.
Selected Financial Data
32
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
32
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
43
Item 8.
Financial Statements and Supplementary Data
45
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
71
Item 9A.
Controls and Procedures
71
Item 9B.
Other Information
72
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
75
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
76
Item 11.
Executive Compensation
76
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
76
Item 13.
Certain Relationships and Related Transactions and Director Independence
76
Item 14.
Principal Accounting Fees and Services
76
PART IV
Item 15.
Exhibits, Financial Statement Schedules
77
Item 16.
Form 10-K Summary
81
SIGNATURES
81
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information in this Annual Report on Form 10-K (“Annual Report”) includes “forward‑looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than
statements of historical fact included in this Annual Report, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs,
prospects, plans and objectives of management are forward‑looking statements. When used in this Annual Report, the words “may,” “should,” “intend,” “could,”
“believe,” “anticipate,” “estimate,” “expect,” “outlook,” “project” and similar expressions are intended to identify forward‑looking statements, although not all
forward‑looking statements contain such identifying words. These forward‑looking statements are based on our current expectations and assumptions about future
events and are based on currently available information as to the outcome and timing of future events.
We caution you that these forward‑looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are
beyond our control. These risks include, but are not limited to, the risks described under “Part I, Item 1A. Risk Factors” in this Annual Report and those set forth from
time-to-time in other filings by the Company with the SEC, including the following factors:
•
reductions in capital spending by the oil and natural gas industry;
•
volatility of oil and natural gas prices which impact the supply of and demand for oil and natural gas;
•
capital expenditures for new equipment as we grow our operations and capital expenditures resulting from environmental initiatives, new regulatory
requirements, and advancements in oilfield services technologies;
•
reduced demand for our services due to fuel conservation measures and resulting reduction in demand for oil and natural gas;
•
intense competition that may cause us to lose market share and could negatively affect our ability to market our services and expand our operations;
•
difficulties we may have managing the growth of our business, including through potential future acquisitions and mergers, which could adversely affect
our financial condition and results of operations;
•
customer concentrations and reliance upon a few large customers that may adversely affect our revenue and operating results;
•
increasing competition for workers that could create labor shortages;
•
unsatisfactory safety performance may negatively affect our current and future customer relationships and, to the extent we fail to retain existing
customers or attract new customers, adversely impact our revenue;
•
accidents, blowouts, explosions, craterings, fires, oil spills and releases of drilling, completion or fracturing fluids or hazardous materials or pollutants
into the environment;
•
claims, including personal injury and property damages, which could materially and adversely affect our financial condition, results of operations and
prospects;
•
federal and state legislative and regulatory initiatives that could result in increased costs and additional operating restrictions or delays, as well as
adversely affect demand for our support services;
•
environmental and occupational health and safety laws and regulations that may expose us to significant costs and liabilities;
•
risks arising from climate change, and increased attention and proposed and future requirements relating to sustainability, environmental, social, and
governance (“ESG”) matters and conservation measures may adversely impact our or our customers’ businesses;
•
seasonal weather conditions, severe weather events and natural disasters that could severely disrupt normal operations and harm our business;
•
cybersecurity and data privacy risks, including interruptions, failures or attacks in our information technology systems;
•
interest rate risk as a result of our revolving credit facility and other financing arrangements to fund operations;
•
certain restrictions under the terms of our Wells Fargo Revolving Credit Facility may limit our future ability to pay cash dividends;
•
commodity price risk due to fluctuations in the prices of oil and natural gas, and resulting impacts on the activity levels of our exploration and
production (“E&P”) customers;
•
the impact of geopolitical, economic and market conditions on our industry and commodity prices;
•
credit risk associated with our trade receivables;
•
general economic conditions or a weakening of the broader energy industry, including as a result of inflation or recession; and
•
risks related to our ownership and capital structure.
Our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in our current and past filings with the
SEC. These documents are available through our website or through the SEC’s Electronic Data Gathering and Analysis Retrieval (“EDGAR”) system at www.sec.gov.
Should one or more of the risks or uncertainties described occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially
from those expressed in any forward‑looking statements.
All forward‑looking statements, expressed or implied, included in this Annual Report are expressly qualified in their entirety by this cautionary statement. This
cautionary statement should also be considered in connection with any subsequent written or oral forward‑looking statements that we or persons acting on our behalf
may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward‑looking statements, all of which are expressly qualified by the
statements in this section, to reflect events or circumstances after the date of this Annual Report.
Summary of our Risk Factors
The risk factors summarized below could materially harm our business, operating results and/or financial condition, impair our future prospects and/or cause the
price of our common stock to decline. These are not all of the risks we face and other factors not presently known to us or that we currently believe are immaterial
may also affect our business if they occur. Material risks that may affect our business, operating results and financial condition include, but are not limited to:
Risks Related to our Operations
•
reductions in capital spending within the oil and natural gas industry could reduce demand for our services;
•
the volatility of oil and natural gas prices, which impacts the supply and demand for oil and natural gas;
•
significant capital expenditures that we may incur for new equipment as we grow our operations or as technological advances take place within the
industry;
•
reduced demand for our services due to fuel conservation measures and resulting reduction in demand for oil and natural gas;
•
the intense competition we face that may cause us to lose market share and could adversely affect our ability to market our services and expand our
operations;
•
difficulties we may have managing the growth of our business, including through potential future acquisitions and mergers, which could adversely affect
our financial condition and results of operations;
•
our reliance upon a few large customers may adversely affect our revenue and operating results;
•
customers may be forced to curtail or shut in production due to a lack of storage capacity;
•
increasing competition for workers that could create labor shortages;
•
unsatisfactory safety performance may negatively affect our current and future customer relationships and, to the extent we fail to retain existing
customers or attract new customers, adversely impact our revenue;
•
accidents, blowouts, explosions, craterings, fires, oil spills and releases of drilling, completion or fracturing fluids or hazardous materials or pollutants
into the environment;
•
claims, including personal injury and property damages, which could materially and adversely affect our financial condition, results of operations and
prospects;
•
seasonal weather conditions, severe weather events and natural disasters that could severely disrupt normal operations and harm our business;
•
federal and state legislative and regulatory initiatives that could result in increased costs and additional operating restrictions or delays, as well as
adversely affect demand for our support services;
•
environmental and occupational health and safety laws and regulations that may expose us to significant costs and liabilities;
•
risks arising from climate change, and increased attention and proposed and future requirements relating to sustainability, environmental, social, and
governance (“ESG”) matters and conservation measures may adversely impact our or our customers’ businesses; and
•
cybersecurity and data privacy risks, including interruptions, failures or attacks in our information technology systems.
Risks Related to our Ownership and Capital Structure
•
difficulties in identifying suitable, accretive acquisition opportunities and integrating businesses, assets and personnel, as well as difficulties in obtaining
financing for targeted acquisitions and the potential for increased leverage or debt service requirements;
•
interest rate risk as related to the debt instruments we use to fund operations;
•
our ability or intention to pay dividends or to effectuate repurchases of our Class A Common Stock;
•
certain restrictions under the terms of our Wells Fargo Revolving Credit Facility may limit our future ability to pay cash dividends;
•
future issuance of additional Class A Common Stock in the public market, or the perception that such sales may occur, could reduce our stock price and
any additional capital raised by us through the sale of equity or preferred stock or convertible securities may dilute your ownership in us;
•
we may issue preferred stock, the terms of which could adversely affect the voting power or value of our Class A Common Stock;
•
the impact of geopolitical, economic and market conditions on our industry and commodity prices;
•
credit risk associated with our trade receivables;
•
we may experience difficulty in completing financial statements relating to acquisition opportunities, resulting in the inability to register securities with
the SEC;
•
CSL Capital Management (“CSL”) and Bayou Wells Holdings Company, LLC (“Bayou Holdings”) and their respective affiliates are not limited in their
ability to compete with us, and a significant reduction of CSL’s and/or Bayou Holdings’ ownership interests in the Company could adversely affect us;
and
•
certain of our directors have significant duties with, and spend significant time serving, entities that may compete with us in seeking acquisitions and
business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.
PART I
Item 1. Business
Overview
Ranger Energy Services, Inc. (“Ranger, Inc.,” “Ranger,” “we,” “us,” “our” or the “Company”) is a provider of onshore high specification well service rigs,
wireline services, and additional processing solutions and ancillary services in the United States (“U.S.”). The Company provides an extensive range of well site
services to leading U.S. E&P companies that are fundamental to establishing and maintaining the flow of oil and natural gas throughout the productive life of a well.
Our service offerings consist of well completion support, well workover and maintenance, wireline associated services, and other complementary services, as
well as installation, commissioning and operating of modular equipment, which are conducted in three reportable segments, as follows:
•
High Specification Rigs. Provides high specification well service rigs and complementary equipment and services to facilitate operations throughout the
lifecycle of a well.
•
Wireline Services. Provides services necessary to bring and maintain a well on production and consists of our wireline completion, wireline production
and pump down lines of business.
•
Processing Solutions and Ancillary Services. Provides other services often utilized in conjunction with our High Specification Rigs and Wireline
Services segments. These services include equipment rentals, plug and abandonment, logistics, coil tubing, and processing solutions.
The Company’s operations take place in most of the active oil and natural gas basins in the U.S., including the Permian Basin, Denver-Julesburg Basin, Bakken
Shale, Eagle Ford Shale, Haynesville Shale, Gulf Coast, South Central Oklahoma Oil Province and Sooner Trend, Anadarko Basin, and Canadian and Kingfisher
Counties plays. For further information related to our services and financial results of our operating segments, see “Part I, Item 1. Business—Our Segments” and
“Part II, Item 7. Management Discussion and Analysis—Operating Results.”
Organization
Ranger Inc. was incorporated as a Delaware corporation in February 2017. In conjunction with the initial public offering of Class A Common Stock, par value
$0.01 per share (“Class A Common Stock”), which closed on August 16, 2017 (the “Offering”), and the corporate reorganization Ranger Inc. underwent in connection
with the Offering, Ranger Inc. became a holding company, and its sole material assets consist of membership interests in RNGR Energy Services, LLC, a Delaware
limited liability company (“Ranger LLC”). Ranger LLC owns all of the outstanding equity interests in Ranger Energy Services, LLC (“Ranger Services”), Torrent
Energy Services, LLC (“Torrent Services”), and the other subsidiaries through which it operates its assets. Ranger LLC is the sole managing member of
Ranger Services and Torrent Services, and is responsible for all operational, management and administrative decisions relating to Ranger Services, its subsidiaries,
and Torrent Services’ business and consolidates the financial results of Ranger Services, its subsidiaries, and Torrent Services.
1
The following diagram indicates our ownership structure as of February 28, 2025:
_________________________
(1) CSL and Bayou Well Holdings Company, LLC (collectively the “Legacy Owners”) own the equity interests, with CSL holding a majority of such interests.
(2) Inclusive of unvested restricted share awards.
Our Segments
We conduct our operations through multiple business lines that are organized into three reporting segments: High Specification Rigs, Wireline Services and
Processing Solutions and Ancillary Services. Our services, when utilized in conjunction with one another, strategically enhance our operating footprint by creating
operational efficiencies for our customers and allow us to capture a greater portion of their spending across the lifecycle of a well. The following provides additional
detail on our reportable segments and the business lines within each segment.
High Specification Rigs
Our High Specification Rig segment provides high specification well and complementary equipment and services to facilitate operations throughout the
lifecycle of a well. We provide services to E&P companies, particularly to those operating in unconventional oil and natural gas reservoirs and requiring technically
and operationally advanced services. Our high specification well service rigs are designed to support U.S. horizontal well demands.
Specifically, our high specification rig services consist of the following:
•
Well completion support. Our well completion support services are utilized subsequent to hydraulic fracturing operations but prior to placing a well into
production, and primarily include unconventional well completion operations, including milling out composite plugs, frac sand or other downhole debris
or obstructions that were introduced in the well as part of the completion process and installing production tubing and other permanent downhole
equipment necessary to facilitate production.
2
•
Workovers. Our workover services primarily facilitate major well repairs or modifications required to sustain the flow of oil and natural gas in a
producing well. Workovers, which may require a few days to several weeks to complete and generally require additional auxiliary equipment, are
typically more complex and more time- consuming than well maintenance operations. Workover operations include major subsurface repairs such as the
repair or replacement of well casing, recovery or replacement of tubing and removal of foreign objects from the wellbore. All of our high specification
well service rigs are designed to perform complex workover operations.
•
Well maintenance. Our well maintenance services provide periodic maintenance required throughout the life of a well to sustain optimal levels of oil and
natural gas production. Our well maintenance services primarily include the removal and replacement of downhole production equipment, including
artificial lift components such as sucker rods and downhole pumps, the repair of failed production tubing and the repair and removal of other downhole
production‑related byproducts such as frac sand or paraffin that impair well productivity. These and similar routine maintenance services involve
relatively low‑cost, short‑duration operations that generally experience relatively stable demand notwithstanding changes in drilling activity.
The composition of our well service rig fleet makes it particularly well-suited to provide both completion-oriented services, the demand for which generally
increases along with increased capital spending by E&P operators, and production-oriented services, the demand for which is less influenced, on a comparative basis,
by such capital spending. The ability of our well service rigs to accommodate the needs of our E&P customers in a variety of economic conditions has historically
allowed us to maintain relatively high rig utilization.
Wireline Services
Our Wireline Services segment provides wireline completion and production services necessary to bring a well on production. Our wireline services involve the
use of wireline trucks equipped with a spool of cable that is unwound and lowered into oil and natural gas wells to convey specialized tools or equipment for well
completion, intervention, pipe recovery, and plugging and abandonment purposes.
Our wireline services consist of the following:
•
Production Services. Our wireline production and intervention services provide the information and the means to identify and resolve well production
problems through our cased hole logging, perforating, mechanical, and pipe recovery services. Our cased hole logging services include cement bond
evaluation, multi-arm calipers and ultrasonic logging services for casing and cement inspection. These are critical services to determine the integrity of
the production casing, the cement outside of the production casing, and the production tubing. Our pipe recovery services are used to free drill pipe when
it gets stuck in an open hole, or to cut tubing or casing for well intervention operations.
•
Completion Services. Our wireline completion services are used primarily for pump down perforating operations to create perforations or entry holes
through the production casing. These perforations are necessary to allow for hydraulic fracturing and producing from a hydrocarbon formation. In
horizontal wellbores, the perforating guns are lowered into the vertical portion of the well and are then pumped out to the end of the horizontal wellbore.
Then the perforating guns are detonated to perforate the casing and they are retrieved out of the well. This operation is typically repeated fifty to one
hundred times to fully perforate, fracture and complete a one- or two-mile-long horizontal wellbore.
•
Pump Down. Our pumping services can be used during completion or intervention operations as a standalone service or in a comprehensive completion
pump down perforating solution. Combining Ranger’s wireline perforating and pump down services maximizes operational efficiency through
integrated safety, quality and communications systems. Our pumping services can be used during intervention operations for pressure testing casing,
tubing and plugs, or for injecting and pumping acid into the reservoir to stimulate production. Our pumping services can also be used in conjunction
with our high specification rigs or coiled tubing units to circulate composite frac plug cuttings, frac sand, and other debris out of the wellbore during
completion operations. Ranger provides a range of high-pressure mobile pumps including ones that meet tier four emissions standards.
Processing Solutions and Ancillary Services
Our processing solutions and ancillary services, which are described below, can be utilized exclusively or in conjunction with our High Specification Rigs and
Wireline Services to establish and enhance the productive life of a well.
3
Specifically, in connection with the operations of our high specification well service rigs, we also maintain a supply of additional service and rental equipment,
including accumulators, acid and frac tanks, motor vehicles, trailers, tractors, catwalks, cementing units, pipe racks, power swivels, ram block assemblies, fluid pumps
and related items.
•
Well Service‑Related Equipment Rentals. Our well service‑related equipment rentals consist of a diverse fleet of rental items, including fluid pumps
(various horsepower pumping equipment utilized to circulate fluid in and out of wellbores), power swivels (hydraulic motor‑driven, pipe‑rotating
machines used to deliver shock‑free torque to the workstring or tubing during well service rig operations), well control packages (equipment used to
ensure formation pressure is maintained within the wellbore during well service rig operations), hydraulic catwalks (mechanized lifting devices used to
raise and lower drill pipe and tubing to and from the well service rig work floor), frac tanks, pipe racks and pipe handling tools. Our well service‑related
equipment rentals are typically used in conjunction with the services provided by our high specification well services.
•
Coil Tubing. Our coiled tubing services utilize coiled tubing units to perform well intervention and other production and completion services on a well
by injecting small diameter steel pipe, unwound from a reel, into an existing production string. Our coiled tubing services provide operators with a cost-
effective way to workover, drill, or convey tools in live, producing wells and other extended reach, high angle wellbores.
•
Decommissioning. Our decommissioning services primarily include plugging and abandonment, in which our well service rigs, wireline and cementing
equipment are used to prepare oil and natural gas wells to be permanently sealed or temporarily shut in. Decommissioning work is typically less
sensitive to oil and natural gas prices than our service lines as a result of decommissioning obligations imposed by state regulations.
•
Processing Solutions. Our Processing Solutions services engage in the rental, installation, commissioning, start‑up, operation and maintenance of
Mechanical Refrigeration Units (“MRU”), Nitrogen Gas Liquid (“NGL”) stabilizer units, NGL storage units and related equipment. Our Processing
Solutions segment provides a range of proprietary, modular equipment for the processing of rich natural gas streams at the wellhead or central gathering
points in basins where drilling and completion activity has outpaced the development of permanent processing infrastructure.
Asset Fleet
Ranger relies heavily on its fleet of capital equipment to generate revenue for the business. As part of our strategy, our asset fleet is highly complementary, and
a single asset can serve multiple business segments. An asset may operate on a standalone basis to generate revenue; alternatively, an asset may operate in conjunction
with one or more other fleet assets within the Ranger portfolio.
Rigs
We have a fleet of 406 well service rigs as of December 31, 2024 of which 180 rigs are active and marketable; 168 rigs are available for reactivation; 35 rigs
are classified as assets held for sale; and 23 rigs are identified as retirement candidates recorded at scrap value that do not meet the criteria to be classified as asset
held for sale.
We believe our active and marketable rig fleet is among the newest and most advanced in the industry. High specification rigs are generally considered to be
rigs with higher operating horsepower (“HP”) (450 HP or greater) and/or taller mast heights (102 feet or higher) than traditional well servicing rigs .
Rig Classification
Number of Rigs
Mast Height >102' or Operating HP >450
329
Mast Height <102' and Operating HP <450
19
Rigs classified as assets held for sale
35
Retirement rigs candidates at scrap value
23
Total Rigs
406
Our rig fleet assets are utilized both within our High Specification Rigs segment as well as our processing solutions and ancillary services segment in support
of our plug and abandonment service line.
______________________
(1)
(2)
4
(1) The high operating HP and taller mast heights of our high specification well service rigs allow such rigs to safely support the higher weights associated with the long tubing strings used in long-lateral
well completion operations.
(2) Per manufacturer or historical records obtained through acquisitions.
Wireline Units
We have a fleet of 72 wireline trucks as of December 31, 2024 that includes both single and dual drum units running a variety of line types in cased hole
operations and 29 high-pressure pump trucks that are utilized in our wireline services. Our wireline services utilize high-pressure pump trucks to pump fracturing
plugs and perforating guns into extended reach horizontal wells for pump down perforating completion purposes.
Our wireline fleet assets are utilized both within our wireline services segment as well as our processing solutions and ancillary services segment in support of
our plug and abandonment service line.
Gas Processing and Other Assets
As part of our gas processing operations in support of field level recapture and power generation, we manage a group of 30 mechanical refrigeration units, 60
gas coolers and 13 generators as of December 31, 2024.
Vehicles
Our business relies on a fleet of light duty trucks and vehicles that assist our crews in operations activities across all segments. As of December 31, 2024 we
had a total of approximately 1,100 trucks and vehicles either owned or under finance lease in our fleet.
Other
We incur general corporate and administrative costs that are not attributable to any of the operating segments or business lines, which are reported as Other.
For further information regarding the results of operations for each segment, please see “Part II, Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Results of Operations.”
Competition
We provide services in various geographic regions across the United States, which are highly competitive. Our competitors include many large and small
oilfield service providers. Our largest competitors in the current market include RPC, Inc., ProPetro Holding Corp., Select Water Solutions, Inc., Oil States
International, Inc., KLX Energy Services Holdings, Inc., Innovex International, Inc., Mammoth Energy Services, Inc., Solaris Oilfield Infrastructure, Inc., and NINE
Energy Service, Inc.. In addition, our industry is highly fragmented and we compete regionally with a significant number of smaller service providers that are not
publicly traded.
We believe that the principal competitive factors in the markets we serve are technical expertise, equipment capacity, work force competency, efficiency, safety
record, reputation, experience and price. Additionally, projects are often awarded on a bid basis, which tends to create a highly competitive environment. We seek to
differentiate ourselves from our competitors by striving to deliver the highest-quality services and equipment possible, coupled with superior execution and operating
efficiency in a safe working environment.
Cyclical Nature of Industry
We operate in a cyclical industry and a factor driving demand for our services is the level of drilling activity by E&P companies. In turn, the level of drilling
depends largely on the current and anticipated economics of new well completions. Global supply and demand for oil and the domestic supply and demand for natural
gas are critical in assessing industry outlook. E&P companies tend to increase capital expenditures in response to increases in oil and natural gas prices, which
generally results in greater revenue and profits for oilfield service companies. Increased capital expenditures also lead to greater production, which historically has
resulted in increased inventories and reduced prices, consequently reducing demand for oilfield services. The results of our operations, therefore, may fluctuate from
period to period, and these fluctuations may distort comparisons of results across periods.
Seasonality
Our results of operations have historically reflected seasonal tendencies relating to holiday seasons, inclement weather and the conclusion of our customers’
annual drilling and completion of capital expenditure budgets. Our most notable declines generally occur in the fourth quarter of the calendar year. Additionally, some
of the areas in which we have operations, including the Denver-Julesburg Basin and the Bakken Shale, are adversely affected by seasonal weather conditions,
primarily during the winter months. During periods of heavy snow, ice, wind or rain, we may be unable to operate
5
or move our equipment between locations, thereby reducing our ability to provide services and generate revenue, or we could suffer weather-related damage to our
facilities and equipment resulting in delays in operations.
Sales and Marketing
Our sales and marketing activities are typically performed through local operations in each geographical region and are supported by sales representatives at
our corporate headquarters. Our senior management takes an active role in supporting our sales and marketing personnel. We believe our field sales personnel
understand the region‑specific issues and customer operating procedures and, therefore, can more effectively target marketing activities. Our sales representatives
work closely with our managers and field sales personnel to target market opportunities.
Significant Customers
During the year ended December 31, 2024, four customers, accounted for approximately 22%, 13%, 13% and 11%, respectively, of our consolidated revenue.
During the year ended December 31, 2023, two customers accounted for approximately 10% each of our consolidated revenue. For the years ended December 31,
2024 and 2023, our top five revenue-generating customers represented approximately 65% and 43% of our consolidated revenue, respectively. No other customers
represented more than 10% of our consolidated revenue for each of the years ended December 31, 2024 and 2023. We have a diverse portfolio of customers which
included approximately 215 distinct customers that we served during 2024.
Suppliers
Our internal supply chain personnel manage sourcing and logistics to ensure flexibility and continuity of supply in a cost-effective manner across all areas of
our operations. We have built long‑term relationships with multiple industry leading suppliers of materials and equipment. We purchase a wide variety of materials,
parts and components that are manufactured and supplied for our operations. We are not dependent on any single source of supply for those parts, supplies or
materials. We have generally been able to obtain the equipment, parts and supplies necessary to support our operations on a timely basis.
Human Capital
We combine our services offerings with a highly skilled and experienced workforce, enabling us to consistently deliver exceptional service while maintaining
high health, safety and environmental standards. We invest in attracting, developing and retaining talented personnel and believe we have good relationships with our
employees. Our personnel are dedicated to redefining services for our customers, driving new thinking, raising standards and rising to challenges. We believe that our
efficient operational performance, executed at a high level of integrity, strong safety record and low leverage provides a competitive advantage. As of December 31,
2024, we had approximately 1,950 full-time employees and we hire independent contractors on an as-needed basis. We are not a party to collective bargaining
agreements, nor do we have any unionized labor.
Environmental and Occupational Safety and Health Matters
Our operations, which support the oil and natural gas exploration, development and production activities pursued by our customers, are subject to stringent and
comprehensive federal, regional, state and local laws and regulations governing occupational safety and health, the discharge of materials into the environment, solid
and hazardous waste management, fluid transportation and disposal and environmental protection. These laws and regulations may, among other things: (i) limit or
prohibit our operations on certain lands lying within wilderness, wetlands and other protected areas; (ii) require remedial measures to mitigate or clean up pollution
from former and ongoing operations; (iii) impose restrictions on the types, quantities and concentrations of various substances that can be released into the
environment or injected in formations in connection with oil and natural gas drilling and production activities; (iv) impose specific safety and health standards or
criteria addressing worker protection; and (v) impose substantial liabilities for pollution resulting from our operations.
Numerous governmental entities, including the U.S. Environmental Protection Agency (“EPA”) and analogous state agencies, have the power to enforce
compliance with these laws and regulations and the permits issued under them. Any failure to comply with these laws and regulations may result in the assessment of
sanctions, including administrative, civil and criminal penalties, the imposition of investigatory, remedial or corrective action obligations or the incurrence of capital
expenditures; the occurrence of delays in the permitting or performance of projects; the issuance of orders enjoining performance of some or all of our operations in a
particular area; and governmental or private claims for personal injury or property or natural resource damages.
The trend in environmental regulation has been to place more restrictions and limitations on activities that may adversely affect the environment, and thus any
changes in environmental laws and regulations or re-interpretation of enforcement policies that result in more stringent and costly regulatory requirements could have
a material adverse effect on
6
our business, liquidity position, financial condition, results of operations and prospects. We may be unable to pass on such increased compliance costs to our
customers. Moreover, accidental releases or spills may occur in the course of our operations, and we cannot assure you that we will not incur significant costs and
liabilities as a result of such releases or spills, including any third-party claims for damage to property, natural resources or persons. Our customers may also incur
increased costs or delays or restrictions in permitting or operating activities as a result of more stringent environmental laws and regulations, which may result in a
curtailment of exploration, development or production activities that would reduce the demand for our services.
Worker Health and Safety
We are subject to the requirements of the federal Occupational Safety and Health Act (“OSHA”), and comparable state statutes that regulate the protection of
the health and safety of workers. In addition, the OSHA hazard communication standard requires that information be maintained about hazardous materials used or
produced in operations and that this information be provided to employees, state and local government authorities and the public.
Radioactive Materials
Naturally occurring radioactive materials (“NORM”) may contaminate extraction and processing equipment used in the oil and natural gas industry, most often
in the form of scale. The waste resulting from such contamination is regulated by federal and state laws. Standards have been developed for worker protection,
treatment, storage, and disposal of NORM and NORM waste, management of NORM-contaminated waste piles, containers and tanks and limitations on the
relinquishment of NORM-contaminated land for unrestricted use under the Resource Conservation and Recovery Act (“RCRA”) and state laws. We may incur
significant costs or liabilities associated with elevated levels of NORM.
Hazardous Substances and Wastes
The RCRA, and comparable state statutes, regulate the generation, treatment, storage, transportation, disposal and clean-up of hazardous and non-hazardous
wastes. Pursuant to rules issued by the EPA, individual states can have delegated authority to administer some or all of the provisions of RCRA, sometimes in
conjunction with their own, more stringent requirements. In the course of our operations, we generate industrial wastes, such as paint wastes, waste solvents and oils
that are regulated as hazardous materials. Drilling fluids, produced waters and other wastes associated with the exploration, development and production of oil or
natural gas, if properly handled, are currently exempt from regulation as hazardous waste under RCRA and, instead, are regulated under RCRA’s less stringent non-
hazardous waste provisions, or other state or federal laws.
However, it is possible that certain oil and natural gas drilling and production wastes now classified as non-hazardous could be classified as hazardous wastes
in the future. Reclassification of drilling fluids, produced waters and related wastes as hazardous under RCRA could result in an increase in our, as well as the oil and
natural gas E&P industries’, costs to manage and dispose of generated wastes, which could have a material adverse effect on our business, liquidity position, financial
condition, results of operations and prospects. Additionally, other wastes handled at E&P sites or generated in the course of providing well services may not fall
within this exclusion.
The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and comparable state laws impose strict, joint and several
liability for environmental contamination and damages to natural resources without regard to fault or the legality of the original conduct on certain classes of persons.
These persons include owners and operators of real property impacted by a release of hazardous substances and any company that transported, disposed of or arranged
for the transport or disposal of hazardous substances to or at the site. Under CERCLA, such persons may be liable for, among other things, the costs of remediating
the hazardous substances that have been released into the environment, damages to natural resources and the costs of certain health studies. In addition, where
contamination may be present, it is not uncommon for the neighboring landowners and other third parties to file claims for personal injury, property damage and
recovery of response costs.
Water Discharges and Discharges into Belowground Formations
The Federal Water Pollution Control Act, also known as the Clean Water Act (“CWA”), and analogous state laws, impose restrictions and strict controls with
respect to the discharge of pollutants, including spills and leaks of oil and hazardous substances, into state waters and waters of the United States. The discharge of
pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. Spill prevention,
control and countermeasure plan requirements imposed under the CWA require appropriate containment berms and similar structures to help prevent the
contamination of navigable waters in the event of a petroleum hydrocarbon tank spill, rupture or leak. In addition, the CWA and analogous state laws require
individual permits or coverage under general permits for discharges of stormwater runoff from certain types of facilities. The CWA also prohibits the discharge of
dredge and fill
7
material in regulated waters, including wetlands, unless authorized by permit. There has been substantial uncertainty regarding the scope of regulated waters in recent
years, and any expansion in this scope could result in increased costs or timeframes to complete activities. The CWA and analogous state laws also may impose
substantial civil and criminal penalties for noncompliance, including spills and other non-authorized discharges.
The Oil Pollution Act of 1990 (“OPA”) sets minimum standards for prevention, containment and cleanup of oil spills. The OPA applies to vessels, offshore
facilities and onshore facilities, including E&P facilities that may affect waters of the United States. Under the OPA, responsible parties including owners and
operators of onshore facilities may be held strictly liable for oil cleanup costs and natural resource damages as well as a variety of public and private damages that
may result from oil spills. The OPA also requires owners or operators of certain onshore facilities to prepare facility response plans (“FRP”) for responding to a worst-
case discharge of oil into waters of the United States.
Our oil and natural gas producing customers dispose of flowback and produced water or certain other oilfield fluids gathered from oil and natural gas
producing operations in accordance with permits issued by government authorities overseeing such disposal activities. While these permits are issued pursuant to
existing laws and regulations, these legal requirements are subject to change based on concerns of the public or governmental authorities regarding such disposal
activities. One such concern relates to seismic events near underground disposal wells used for the disposal by injection of flowback and produced water or certain
other oilfield fluids resulting from oil and natural gas activities. When caused by human activity, such events are called induced seismicity. In response to concerns
regarding induced seismicity, regulators in some states have imposed, or are considering imposing, additional requirements in the permitting of produced water
disposal wells or otherwise to assess any relationship between seismicity and the use of such wells. States may, from time to time, develop and implement plans
directing certain wells where seismic incidents have occurred to restrict or suspend disposal well operations. In addition, a number of lawsuits have alleged that
disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal. These developments
could result in additional regulation and restrictions on the use of injection wells by our customers to dispose of flowback and produced water and certain other
oilfield fluids. Increased regulation and attention given to induced seismicity also could lead to greater opposition to, and litigation concerning, oil and natural gas
activities utilizing injection wells for waste disposal.
Any one or more of these developments may necessitate that our customers limit disposal well volumes, rates or locations, or may require our customers or
third-party disposal well operators that dispose of customer wastewater to shut down disposal wells, which could adversely affect our customers’ business and result
in a corresponding decrease in the need for our services, which could have a material adverse impact on our business, liquidity position, financial condition, results of
operations and prospects.
Air Emissions
Some of our operations also result in emissions of regulated air pollutants. The federal Clean Air Act (“CAA”) and analogous state laws require permits for
certain facilities that have the potential to emit substances into the atmosphere that could adversely affect environmental quality. These laws and their implementing
regulations also impose limitations on air emissions and require adherence to maintenance, work practice, reporting and record keeping and other requirements.
Failure to obtain a permit or to comply with permit or other regulatory requirements could result in the imposition of sanctions, including administrative, civil and
criminal penalties. In addition, we or our customers could be required to shut down or retrofit existing equipment, leading to additional capital or operating expenses
and operational delays.
Many of these regulatory requirements, including New Source Performance Standards (“NSPS”) and Maximum Achievable Control Technology standards, are
expected to be made more stringent over time as a result of stricter ambient air quality standards and other air quality protection goals adopted by the EPA.
Compliance with these or other new regulations could, among other things, require installation of new emission controls on some of our equipment, result in longer
permitting timelines and significantly increase our capital expenditures and operating costs, which could adversely impact our business. Moreover, compliance with
air pollution control and permitting requirements has the potential to delay the development of oil and natural gas projects and increase costs for us and our customers.
Our business could be materially affected if these or other similar requirements increase the cost of doing business for us and our customers, or reduce the demand for
the oil and natural gas our customers produce, and thus have an adverse effect on the demand for our services.
8
Climate Change
The threat of climate change continues to attract considerable attention in the United States and in foreign countries. Numerous proposals have been made and
could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of greenhouse gases (“GHG”)
as well as to restrict or eliminate such future emissions. As a result, our operations as well as the operations of our oil and natural gas E&P customers are subject to a
series of regulatory, political, litigation, and financial risks associated with the production and processing of fossil fuels and emission of GHG.
In the United States, no comprehensive climate change legislation has been implemented at the federal level. However, there are a number of proposed federal
initiatives for climate change legislation that may be passed into law. Moreover, following the U.S. Supreme Court finding that GHG emissions constitute a pollutant
under the CAA, the EPA has adopted rules that, among other things, establish construction and operating permit reviews for GHG emissions from certain large
stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the United States, and
together with the U.S. Department of Transportation (“DOT”), implement GHG emissions limits on vehicles manufactured for operation in the United States.
Additionally, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on
such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions. International developments focused on
restricting GHG emissions include the United Nations Framework Convention on Climate Change, which includes implementation of the Paris Agreement and the
Kyoto Protocol by the signatories. Caps or fees on carbon emissions, including in the U.S., have been and may continue to be established and the cost of such caps or
fees could disproportionately affect the fossil-fuel sectors. The implementation of these agreements and other existing or future regulatory mandates, may adversely
affect the demand for our products and services, require us or our customers to reduce GHG emissions or impose taxes on us or our customers, all of which could
have a material adverse effect on our operations and results.
Litigation risks are also increasing, as a number of parties have sought to bring suit against certain oil and natural gas companies in state or federal court,
alleging, among other things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that companies have
been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts.
There are also increasing financial risks for companies in the fossil fuel sector as stockholders currently invested in fossil fuel energy companies concerned
about the potential effects of climate change may elect in the future to shift some or all of their investments into non-fossil fuel related sectors. Institutional lenders
who provide financing to fossil fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide
funding for fossil fuel energy companies. There is also a risk that financial institutions will be required to adopt policies that have the effect of reducing the funding
provided to the fossil fuel sector. Limitation of investments in and financings for fossil fuel energy companies could result in the restriction, delay or cancellation of
drilling programs or development or production activities. Additionally, the Securities and Exchange Commission (the “SEC”) proposed new rules relating to the
disclosure of a range of climate-related risks. However, the SEC has stayed the final rule pending the resolution of consolidated legal challenges that are currently
proceeding before the U.S. Court of Appeals for the Eight Circuit. Enhanced climate disclosure requirements could result in additional legal and accounting costs and
accelerate the trend of certain stakeholders and lenders restricting or seeking more stringent conditions with respect to their investments in certain carbon intensive
sectors.
The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more
stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or
generate GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for, oil and natural gas, which could reduce
demand for our services and products. Additionally, political, litigation and financial risks may result in our oil and natural gas customers restricting or cancelling
production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing their ability to continue to operate in an economic
manner, which also could reduce demand for our services and products. One or more of these developments could have a material adverse effect on our business,
financial condition and results of operation.
Hydraulic Fracturing
Many of our customers utilize hydraulic fracturing services in connection with their production of oil and natural gas. Hydraulic fracturing stimulates
production of oil and/or natural gas from dense subsurface rock formations by injecting water, sand and chemicals under pressure into the formation to fracture the
surrounding rock and stimulate production.
9
Hydraulic fracturing typically is regulated by state oil and natural gas commissions. However, the EPA has asserted federal regulatory authority pursuant to the
Safe Drinking Water Act over certain hydraulic fracturing activities involving the use of diesel fuel and issued permitting guidance that applies to such activities. The
EPA also finalized rules that prohibit the discharge of wastewater from hydraulic fracturing operations to publicly-owned wastewater treatment plants. In addition, the
EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources which concluded that “water cycle” activities associated with
hydraulic fracturing may impact drinking water resources under certain limited circumstances. The federal Bureau of Land Management (“BLM”) has pursued rules
governing hydraulic fracturing activities on federal lands. These requirements have been subject to legal challenge and the outcome remains uncertain. We cannot
predict the final scope of regulations or restrictions that may apply to oil and gas operations on federal lands. However, any regulations that ban or effectively ban
such operations may adversely impact demand for our products and services.
In addition, various state and local governments have implemented, or are considering, increased regulatory oversight of hydraulic fracturing through
additional permit requirements, operational restrictions, disclosure requirements, well construction and temporary or permanent bans on hydraulic fracturing in certain
areas. While we cannot predict the ultimate outcome of these actions, any action that temporarily or permanently restricts the availability of disposal capacity for
produced water or other oilfield fluids may increase our customers’ costs or require them to suspend operations, which may adversely impact demand for our products
and services.
In addition to state laws, local land use restrictions, such as city ordinances, may restrict drilling in general and/or hydraulic fracturing in particular. If new
federal, state or local laws or regulations that significantly restrict hydraulic fracturing are adopted, such legal requirements could result in delays, eliminate certain
drilling and injection activities and make it more difficult or costly to perform hydraulic fracturing. Any such regulations limiting or prohibiting hydraulic fracturing
could result in decreased oil and natural gas E&P activities and, therefore, adversely affect demand for our services and our business. Such laws or regulations could
also materially increase our costs of compliance and doing business.
Historically, our environmental compliance costs have not had a material adverse effect on our business, liquidity position, financial condition, results of
operations and prospects; however, there can be no assurance that such costs will not be material in the future. It is possible that substantial costs for compliance or
penalties for noncompliance may be incurred in the future. Moreover, it is possible that other developments, such as the adoption of stricter environmental laws,
regulations and enforcement policies, could result in additional costs or liabilities that we cannot currently quantify.
State and Local Regulation
Our operations, and the operations of our customers, are subject to a variety of state and local environmental review and permitting requirements. Some states
have state laws similar to major federal environmental laws and thus our operations are also subject to state requirements that may be more stringent than those
imposed under federal law.
Our operations may require state-law based permits in addition to federal permits, requiring state agencies to consider a range of issues, many the same as
federal agencies, including, among other things, a project’s impact on wildlife and their habitats, historic and archaeological sites, aesthetics, agricultural operations
and scenic areas. State agencies may impose different or additional monitoring or mitigation requirements than federal agencies. The development of new sites and
our existing operations also are subject to a variety of local environmental and regulatory requirements, including land use, zoning, building and transportation
requirements.
Motor Carrier Operations
We operate as a motor carrier and therefore are subject to regulation by DOT and various state agencies. These regulatory authorities exercise broad powers,
governing activities such as the authorization to engage in motor carrier operations; regulatory safety; hazardous materials labeling, placarding and marking; financial
reporting; and certain mergers, consolidations and acquisitions. There are additional regulations specifically relating to the trucking industry, including requirements
related to testing and weight and dimension specifications of equipment, drug testing and product handling. The trucking industry is subject to possible regulatory and
legislative changes that may affect the economics of the industry by requiring changes in operating practices or by changing the demand for common or contract
carrier services or the cost of providing truckload services. Some of these possible changes include increasingly stringent environmental regulations and fuel economy
requirements, changes in the hours of service regulations which govern the amount of time driven in any specific period and requiring onboard black box recorder
devices or limits on vehicle weight and size.
Interstate motor carrier operations are subject to safety requirements prescribed by the DOT. Intrastate motor carrier operations are subject to safety regulations
that often mirror federal regulations. Such matters as weight and dimension of equipment are also subject to federal and state regulations. DOT regulations also
mandate drug testing of drivers. From time to time, various legislative proposals are introduced, including proposals to increase federal, state or local taxes, including
10
taxes on motor fuels, which may increase our costs or adversely impact the recruitment of drivers. We cannot predict whether, or in what form, any increase in such
taxes applicable to us will be enacted.
Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant
to Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934 are available free of charge at our website at www.rangerenergy.com, as soon as reasonably
practicable after having been electronically filed or furnished with the U.S. SEC. The SEC maintains an internet site that contains reports, proxy, information
statements and other information regarding issuers that file electronically with the SEC at www.sec.gov, including us.
11
Item 1A. Risk Factors
You should carefully consider the information in this Annual Report, including the matters addressed under “Cautionary Statement Regarding
Forward‑Looking Statements” and the following risks before making an investment decision. If any of the following risks actually occur, the trading price of our
Class A Common Stock could decline, and you may lose all or part of your investment. Additional risks not presently known to us or that we currently deem
immaterial could also materially affect our business.
Risks Related to Our Operations
Our operations are subject to inherent risks, some of which are beyond our control. These risks may be self‑insured, or may not be fully covered under our
insurance policies.
Our operations are subject to hazards inherent in the oil and natural gas industry, such as, but not limited to, accidents, blowouts, unusual or unexpected
geological formations or pressures, explosions, craterings, fires, oil spills and releases of drilling, completion or fracturing fluids or hazardous materials or pollutants
into the environment. These conditions can cause:
•
disruption or suspension of operations;
•
substantial repair or replacement costs;
•
personal injury or loss of human life;
•
significant damage to or destruction of property and equipment;
•
environmental pollution, including groundwater contamination;
•
industrial accidents; and
•
substantial revenue loss.
In addition, our operations are subject to, and exposed to, employee/employer liabilities and risks such as claims relating to wrongful termination,
discrimination, labor organizing, retaliation and general human resource‑related matters.
The occurrence of a significant event or adverse claim in excess of the insurance coverage that we maintain or that is not covered by insurance could have a
material adverse effect on our business, liquidity position, financial condition, results of operations and prospects and may increase our costs. Claims for loss of oil
and natural gas production and damage to formations can occur in the well services industry. Litigation arising from a catastrophic occurrence at a location where our
equipment and services are being used may result in our being named as a defendant in lawsuits asserting large claims. Similarly, our operations involve the storage,
handling and use of explosives. Accidents resulting from the use of explosives in our operations could expose us to reputational risks and liability for damages or
otherwise adversely impact our operations or the operations of our customers. Any such occurrences could have a material adverse effect on our operating results,
financial condition and cash flows.
We do not have insurance against all risks, either because insurance is not available or because of high premium costs. The occurrence of an event not fully
insured against or the failure of an insurer to meet its insurance obligations could result in substantial losses. In addition, we may not be able to maintain adequate
insurance in the future at rates we consider reasonable. Insurance may not be available to cover any or all of the risks to which we are subject, or, even if available, it
may be inadequate, or insurance premiums or other costs could rise significantly in the future so as to make such insurance prohibitively expensive.
Seasonal weather conditions, climate change, severe weather events and natural disasters could severely disrupt normal operations and harm our business.
Our operations are located in different regions of the United States. Some of these areas, including the Denver‑Julesburg Basin and the Bakken Shale, are
adversely affected by seasonal weather conditions. During periods of heavy snow, ice, wind or rain, we may be unable to move our equipment between locations,
thereby reducing our ability to provide services and generate revenue, or we could suffer weather‑related damage to our facilities and equipment, resulting in delays in
operations. The E&P activities of our customers may also be affected during such periods of adverse weather conditions. Additionally, extended drought conditions in
our operating regions could impact our ability or our customers’ ability to source sufficient water or increase the cost for such water. As a result, a natural disaster,
severe weather event, or
12
inclement weather conditions could severely disrupt the normal operation of our business and adversely impact our financial condition and results of operations.
Moreover, climate change may result in various physical risks, such as the increased frequency or intensity of extreme weather events or changes in
meteorological and hydrological patterns that could adversely impact our customers’ and our suppliers’ operations. Such physical risks may result in damage to our
customers’ facilities or otherwise adversely impact our operations, such as if facilities are subject to water use curtailments in response to drought, or demand for our
customers’ products, such as to the extent warmer winters reduce the demand for energy for heating purposes, which may ultimately reduce demand for the products
and services we provide. Such physical risks may also impact our suppliers, which may adversely affect our ability to provide our products and services. Extreme
weather conditions can interfere with our operations and increase our costs, and damage resulting from extreme weather may not be fully insured.
Our business could be harmed by geographical and terrorist threats, armed conflicts or civil unrest.
The occurrence or threat of geographical or terrorist threats in the United States or other countries, anti-terrorist efforts and other armed conflicts involving the
United States or other countries, including continued hostilities in the Middle East, Russia, or domestic civil unrest, may adversely affect the United States and global
economies and could prevent us from meeting our financial and other obligations. For example, on February 24, 2022, Russia launched a large-scale invasion of
Ukraine that has led to significant armed hostilities. As a result, the United States, the United Kingdom, the member states of the European Union and other public
and private actors have levied severe sanctions on Russia. The geopolitical and macroeconomic consequences of this invasion and associated sanctions cannot be
predicted, and such events could severely impact the world economy. If other current hostilities around the globe continue or escalate, or any other such events occur,
the resulting political instability and societal disruption could reduce overall demand for oil and natural gas, potentially putting downward pressure on demand for our
services and causing a reduction in our revenue. Oil and natural gas‑related facilities could be direct targets of terrorist attacks, and our operations could be adversely
impacted if infrastructure integral to our customers’ operations is destroyed or damaged. Costs for insurance and other security may increase as a result of these
threats, and some insurance coverage may become more difficult to obtain, if available at all.
Industry and Economic Conditions and Competition
Our business depends on domestic capital spending by the oil and natural gas industry, and reductions in such capital spending could have a material
adverse effect on our business, liquidity position, financial condition, results of operations and prospects.
Our business is directly affected by our customers’ capital spending to explore for, develop and produce oil and natural gas in the United States. A significant
decline in oil and natural gas prices may cause a reduction in the exploration, development and production activities of most of our customers and their spending on
our services. Cuts in spending may curtail drilling programs and result in a reduction in the demand for our services, as well as in the prices we can charge. In
addition, certain of our customers could become unable to pay their vendors and service providers, including us, as a result of the decline in commodity prices.
Reduced discovery rates of new oil and natural gas reserves in our areas of operation as a result of decreased capital spending may also have a negative long‑term
impact on our business, even in an environment of stronger oil and natural gas prices, to the extent the reduced number of wells that need our services or equipment
more than offsets new drilling and completion activity and complexity. Any of these conditions or events could adversely affect our operating results. If the recent
recovery does not continue or our customers fail to further increase their capital spending, it could have a material adverse effect on our business, liquidity position,
financial condition, results of operations and prospects.
Industry conditions are influenced by numerous factors over which we have no control, including:
•
domestic and foreign economic conditions and supply of and demand for oil and natural gas;
•
the level of prices, and expectations about future prices, of oil and natural gas;
•
the level and cost of global and domestic oil and natural gas exploration, production, transportation and delivery;
•
taxes and governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and
natural gas reserves;
•
political and economic conditions in oil and natural gas producing countries;
13
•
actions by the members of the Organization of Petroleum Exporting Countries (“OPEC”) and other countries, such as Russia and Saudi Arabia, with
respect to oil production levels and announcements of potential changes in such levels, including the failure of such countries to comply with production
cuts;
•
sanctions and other restrictions placed on oil producing countries, such as Iran and Venezuela;
•
global weather conditions and natural disasters;
•
worldwide political, military and economic conditions;
•
the discovery rates of new oil and natural gas reserves;
•
stockholder activism or activities by non‑governmental organizations to restrict the exploration, development and production of oil and natural gas; and
•
uncertainty in capital and commodities markets.
Our business could be adversely affected by general economic conditions or a weakening of the broader energy industry, and inflation or recession may
adversely affect our financial position and operating results.
A prolonged economic slowdown or recession, adverse events relating to the energy industry, or regional, national, or global economic conditions and
factors, particularly a slowdown in the E&P industry, could negatively impact our operations and therefore adversely affect our results. The risks associated with our
business are more acute during periods of economic slowdown or recession because such periods may be accompanied by decreased spending by our customers and
decreased demand and prices for oil and natural gas. Inflationary factors, such as increases in labor costs, material costs, and overhead costs, may also adversely affect
our financial position and operating results.
The volatility of oil and natural gas prices may adversely affect the demand for our services and negatively impact our results of operations.
Prices of oil and gas products are set on a commodity basis. The demand for our services is primarily determined by current and anticipated oil and natural gas
prices and the related levels of capital spending and drilling activity in the areas in which we have operations. Volatility, or the perception that oil or natural gas prices
will decrease, affects the spending patterns of our customers and may result in the drilling of fewer new wells. This could lead to decreased demand for our services
and lower utilization of our assets. We have, and may in the future, experience significant fluctuations in operating results as a result of the reactions of our customers
to changes in oil and natural gas prices. Prices for oil and natural gas historically have been extremely volatile and are expected to continue to be volatile.
Fuel conservation measures could reduce demand for oil and natural gas which would in turn reduce the demand for our services.
Fuel conservation measures, alternative fuel requirements and increasing consumer demand for alternatives to oil and natural gas products could reduce
demand for oil and natural gas. The impact of the changing demand for oil and natural gas may have a material adverse effect on our business, liquidity position,
financial condition, results of operations and prospects. Additionally, the increased competitiveness of alternative energy sources (such as wind, solar, geothermal,
tidal, and biofuels) could reduce demand for hydrocarbons and therefore for our services, which would lead to a reduction in our revenue.
We may incur significant capital expenditures for new equipment as we grow our operations and may be required to incur further capital expenditures as a
result of environmental initiatives, new regulatory requirements, and advancements in oilfield services technologies.
As we grow our operations, we may be required to incur significant capital expenditures to build, acquire, update or replace our existing fixed assets and other
equipment. Such demands on our capital and the increase in cost of labor necessary to operate such assets and other equipment could have a material adverse effect on
our business, liquidity position, financial condition, results of operations and prospects and may increase our costs. To the extent we are unable to fund such projects,
we may have less equipment available for service or our equipment may not be attractive to current or potential customers.
In addition, because the oilfield services industry is characterized by significant technological advancements and introductions of new products and services
using new technologies, we may lose market share or be placed at a competitive disadvantage as competitors and others use or develop new technologies or
technologies comparable to ours in the future. Further, we may choose to implement or acquire certain new technologies at a substantial cost to support environmental
14
initiatives, respond to competitive pressure, meet new regulatory requirements, or satisfy customer requirements. Some of our competitors may have greater financial,
technical and personnel resources than we do, which may allow them to gain technological advantages or implement new technologies before we can. Additionally,
we may be unable to implement new technologies or services on a timely basis, at an acceptable cost or at all.
In addition to technological advancements by our competitors, new technology could also make it easier for our customers to vertically integrate their
operations or otherwise conduct their activities without the need for our equipment and services, thereby reducing or eliminating the need for our services. For
example, if further advancements in drilling and completion techniques cause our E&P customers to require well service rigs with different or higher specifications
than those in our existing and expected future fleet, or to otherwise require well service equipment that we do not currently own or operate, we may be required to
incur significant additional capital expenditures to obtain any such new rigs or other equipment in an effort to meet customer demand. Limits on our ability to
effectively obtain, use, implement or integrate new technologies may have a material adverse effect on our business, liquidity position, financial condition, results of
operations and prospects.
We may have difficulty managing growth in our business, which could adversely affect our financial condition and results of operations.
Growth could place a significant strain on our financial, operational and management resources. As we expand the scope of our activities and our geographic
coverage through both organic growth and acquisitions, there will be additional demands on our financial, technical, operational and management resources. The
failure to continue to upgrade our technical, administrative, operating and financial control systems or the occurrences of unexpected expansion difficulties, including
the failure to recruit and retain experienced managers, engineers and other professionals in the oilfield services industry, could have a material adverse effect on our
business, liquidity position, financial condition, results of operations and prospects and our ability to successfully or timely execute our business plan.
We face intense competition that may cause us to lose market share and could negatively affect our ability to market our services and expand our
operations.
The oilfield services business is highly competitive and fragmented. Some of our competitors are small companies capable of competing effectively in our
markets on a local basis, while others have a broader geographic scope, greater financial and other resources, or other cost efficiencies. Our competitors may be able
to respond more quickly to new or emerging technologies and services and changes in customer requirements. Our ability to maintain current revenue and cash flows,
and our ability to market our services and expand our operations, could be adversely affected by the activities of our competitors and our customers. If our
competitors substantially increase the resources they devote to the development and marketing of competitive services or substantially decrease the prices at which
they offer their services, we may be unable to effectively compete. Many contracts are awarded on a bid basis, which may further increase competition based
primarily on price. The competitive environment may be further intensified by mergers and acquisitions among oil and natural gas companies or other events that
have the effect of reducing the number of available customers. All of these competitive pressures could have a material adverse effect on our business, liquidity
position, financial condition, results of operations and prospects. Some of our larger competitors provide a broader range of services on a regional, national or
worldwide basis. These companies may have a greater ability to continue oilfield service activities during periods of low commodity prices and to absorb the burden
of present and future federal, state, local and other laws and regulations. Any inability to compete effectively could have a material adverse impact on our financial
condition and results of operations.
Increasing competition for workers, as well as labor shortages, could adversely affect our business.
A number of factors may adversely affect the labor force available to us or increase labor costs, including high employment levels, increased competition for
employees both within the oilfield service industry and the larger labor market, federal unemployment subsidies and government regulations. Although we have not
experienced any material labor shortages to date, we have observed an increasingly competitive labor market. The increasing competition for employees could result
in higher compensation costs and difficulties in maintaining a capable workforce to operate our equipment. If we are unable to hire and retain employees, or if
mitigation measures we may take to respond to a decrease in labor availability have unintended negative effects, our business could be adversely affected. A sustained
labor shortage, lack of skilled labor force, increased turnover, or labor cost inflation, as a result of general macroeconomic and other factors, could lead to increased
costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, which could negatively affect our ability to efficiently
staff and operate our equipment, deploy additional assets to meet customer demand, and have other adverse effects on our results of operations and financial
condition.
15
Customers and Employees
Reliance upon a few large customers may adversely affect our revenue and operating results.
If a major customer fails to pay us, our revenue would be impacted and our operating results and financial condition could be materially harmed. During times
when the natural gas or crude oil markets weaken, our customers are more likely to experience financial difficulties, including being unable to access debt or equity
financing, which could result in a reduction in our customers’ spending for our services and their non‑payment or inability to perform obligations owed to us. Further,
if a customer was to enter into bankruptcy, it could also result in the cancellation of all or a portion of our service contracts with such customer at significant expense
or loss of expected revenue to us. If we were to lose any material customer, we may not be able to redeploy our equipment at similar utilization or pricing levels or
within a short period of time and such loss could have a material adverse effect on our business, liquidity position, financial condition, results of operations and
prospects until the equipment is redeployed at similar utilization or pricing levels. It is likely that we will continue to derive a significant portion of our revenue from
a relatively small number of customers in the future.
During the year ended December 31, 2024, four customers accounted for approximately 22%, 13%, 13% and 11%, respectively, each of our consolidated
revenues. The table below presents the percentage of revenue, for each respective segment, from our top five customers for the years ended December 31, 2024 and
2023.
Year Ended December 31,
2024
2023
High Specification Rigs
48 %
31 %
Wireline Services
9 %
5 %
Processing Solutions and Ancillary Services
8 %
7 %
Consolidated
65 %
43 %
Our customers may be forced to curtail or shut in production due to a lack of storage capacity.
The marketing of oil, natural gas and NGLs depends in large part on the availability, proximity and capacity of trucks, pipelines and storage facilities, gas
gathering systems and other transportation, processing and refining facilities, as well as the existence of adequate markets. Reduced demand for oil and natural gas
and/or oversupply of oil and natural gas in the market may limit or fill available storage and transportation capacity for our customers’ production. If there is
insufficient capacity available on these systems, if these systems are unavailable to our customers, or if these systems are unavailable to our customers on
commercially reasonable terms, the prices our customers receive for their production could be significantly depressed.
As a result of any further storage and/or transportation shortages, our customers could be forced to shut in some or all of their production or delay or
discontinue drilling plans and commercial production following a discovery of hydrocarbons while they construct or purchase their own facilities or system. If our
customers are forced to shut in production, it would result in decreased demand for our services and lower utilization of our assets.
Unsatisfactory safety performance may negatively affect our current and future customer relationships and, to the extent we fail to retain existing
customers or attract new customers, adversely impact our revenue.
Our ability to retain existing customers and attract new business is dependent on many factors, including our ability to demonstrate that we can reliably and
safely operate our business in a manner that is consistent with applicable laws, rules and permits, which legal requirements are subject to change. Existing and
potential customers consider the safety record of their third‑party service providers to be of high importance in their decision to engage such providers. If one or more
accidents were to occur at one of our operating sites, the affected customer may seek to terminate or cancel its use of our equipment or services and may be less likely
to continue to use our services, which could cause us to lose substantial revenue. Furthermore, our ability to attract new customers may be impaired if they view our
safety record as unacceptable. In addition, it is possible that we will experience multiple or particularly severe accidents in the future, causing our safety record to
deteriorate. This may be more likely as we continue to grow, if we experience high employee turnover or labor shortage, or hire inexperienced personnel to meet our
staffing needs.
16
We may be subject to claims for personal injury and property damage, or for catastrophic events, which could materially and adversely affect our financial
condition, results of operations and prospects.
Our services are subject to inherent risks that can cause personal injury or loss of life, damage to or destruction of property, equipment or the environment or
the suspension of our operations. Litigation arising from our operations may cause us to be named as a defendant in lawsuits asserting potentially large claims,
including claims for defense, indemnity, and exemplary damages. We maintain what we believe is customary and reasonable insurance to protect our business against
these potential losses, but such insurance may not be adequate to cover our liabilities, and we are not fully insured against all risks.
Subject to certain exceptions, our customers typically assume responsibility for, including control and removal of, all pollution or contamination which may
occur during operations and originate below the surface, including that which may result from blowout, seepage or any other uncontrolled flow of drilling and
completion fluids. However, we may have liability in such cases if we are negligent or commit willful acts. Our customers generally agree to indemnify and defend us
against claims relating to damage or loss of a well, reservoir, geological formation, underground strata, or water resources, or the loss of oil, gas, mineral, or water, but
sometimes such indemnity and defense is subject to exceptions for claims for gross negligence or willful misconduct, or our assumption of capped liability. Our
customers also generally assume responsibility for claims arising from their employees’ personal injury or death, or the damage or loss of their property, to the extent
that, in the case of our operations, their employees are injured or their properties are damaged by such operations, but sometimes such indemnity and defense is
subject to exceptions for claims, resulting from our gross negligence or willful misconduct. In turn, we generally agree to indemnify and defend our customers for loss
or destruction of our property or equipment and for liabilities arising from personal injury to or death of any of our employees, but sometimes such indemnity and
defense is subject to exceptions for claims resulting from gross negligence or willful misconduct of the customer. However, we might not succeed in enforcing such
contractual allocation or might incur an unforeseen liability falling outside the scope of such allocation. As a result, we may incur substantial losses which could
materially and adversely affect our financial condition and results of operation.
We provide services to customers who operate on federal and tribal lands, which are subject to additional regulations.
We provide services to companies operating on federal and tribal lands. Various federal agencies within the U.S. Department of the Interior, particularly the
BLM and the Bureau of Indian Affairs, along with certain Native American tribes, promulgate and enforce regulations pertaining to oil and natural gas operations on
Native American tribal lands and minerals where some of our customers operate. Such operations are subject to additional regulatory requirements, including lease
provisions, drilling and production requirements, surface use restrictions, environmental standards, royalty considerations and taxes. Operations on federal and tribal
lands are frequently subject to delays.
Depending on the ultimate outcome of any agency reviews and pending litigation, these regulations could result in increased compliance costs or additional
operating restrictions for us and our customers, and could have a material adverse effect on our business, liquidity position, cash flows, financial condition, results of
operations, prospects and demand for our services.
Governmental and Regulatory Matters
Increases in the scope or pace of midstream infrastructure development, or decreased federal or state regulation of natural gas pipelines, could decrease
demand for our services.
Increases in the scope or pace of midstream infrastructure development could decrease demand for our services. Our processing solutions are designed for the
processing of rich natural gas streams at the wellhead or central gathering points in basins where drilling and completion activity has outpaced the development of
permanent processing infrastructure. Specifically, our modular MRUs are used by our customers to meet pipeline specifications, extract higher value NGLs, provide
fuel gas for well sites and facilities and reduce emissions at the flare tip, services that are generally required when E&P companies drill oil and natural gas wells in
basins without immediate access to sufficient midstream infrastructure and takeaway capacity. To the extent that permanent midstream infrastructure is developed in
the basins in which we operate, or the pace of existing development is accelerated as a result of customer demand, the demand for our processing solutions could
decrease.
In addition, there has recently been increasing public controversy regarding construction of new natural gas pipelines and the stringency of current regulation
of natural gas pipelines, creating uncertainty as to the probability and timing of such construction. Decreases to the stringency of regulation of existing natural gas
pipelines at either the state or federal level
17
could reduce the demand for our services and could have a material adverse effect on our business, liquidity position, financial condition, results of operations and
prospects.
Delays or restrictions in obtaining permits by us for our operations or by our customers for their operations could impair our business.
In most states, our operations and the operations of our customers require permits from one or more governmental agencies in order to perform drilling and
completion activities, secure water rights, or other regulated activities. Such permits are typically issued by state agencies, but federal and local governmental permits
may also be required. The requirements for such permits vary depending on the location where such regulated activities will be conducted. As with all governmental
permitting processes, there is a degree of uncertainty as to whether a permit will be granted, the time it will take for a permit to be issued, and the conditions that may
be imposed in connection with the granting of the permit. In addition, some of our customers’ drilling and completion activities may take place on federal land or
Native American lands, requiring leases and other approvals from the federal government or Native American tribes to conduct such drilling and completion activities
or other regulated activities. Under certain circumstances, federal agencies may cancel proposed leases for federal lands and refuse to grant or delay required
approvals. Therefore, our customers’ operations in certain areas of the United States may be interrupted or suspended for varying lengths of time, causing a loss of
revenue to us and adversely affecting our results of operations in support of those customers.
Federal or state legislative and regulatory initiatives related to induced seismicity could result in operating restrictions or delays in the drilling and
completion of oil and natural gas wells that may reduce demand for our services and could have a material adverse effect on our business, liquidity position,
financial condition, results of operations and prospects.
Our oil and natural gas customers dispose of flowback and produced water or certain other oilfield fluids gathered from oil and natural gas producing
operations in accordance with permits issued by government authorities overseeing such disposal activities. While these permits are issued pursuant to existing laws
and regulations, these legal requirements are subject to change based on concerns of the public or governmental authorities regarding such disposal activities. One
such concern relates to seismic events near underground disposal wells used for the disposal by injection of flowback and produced water or certain other oilfield
fluids resulting from oil and natural gas activities. When caused by human activity, such events are called induced seismicity.
In response to concerns regarding induced seismicity, regulators in some states have imposed, or are considering imposing, additional requirements in the
permitting of produced water disposal wells or otherwise to assess any relationship between seismicity and the use of such wells. From time to time regulators
develop and implement plans directing certain wells located in proximity to seismic incidents to restrict or suspend disposal well operations. In addition, ongoing
lawsuits allege that disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal.
These developments could result in additional regulation and restrictions on the use of injection wells by our customers to dispose of flowback and produced water
and certain other oilfield fluids. Increased regulation and attention given to induced seismicity also could lead to greater opposition to, and litigation concerning, oil
and natural gas activities utilizing injection wells for waste disposal.
Any one or more of these developments may result in our customers having to limit disposal well volumes, disposal rates or locations, or require our customers
or third-party disposal well operators that are used to disposals of customers’ wastewater to shut down disposal wells, which developments could adversely affect our
customers’ business and result in a corresponding decrease in the need for our services, which could have a material adverse effect on our business, liquidity position,
financial condition, results of operations and prospects.
18
Changes in transportation regulations may increase our costs and negatively impact our results of operations.
We are subject to various transportation regulations including as a motor carrier by the DOT and by various federal, state and tribal agencies, whose regulations
include certain permit requirements of highway and safety authorities. These regulatory authorities exercise broad powers over our trucking operations, generally
governing such matters as the authorization to engage in motor carrier operations, safety, equipment testing, driver requirements and specifications and insurance
requirements. The trucking industry is subject to possible regulatory and legislative changes that may impact our operations, such as changes in fuel emissions limits,
hours of service regulations that govern the amount of time a driver may drive or work in any specific period, requirements for onboard black box recorder devices or
limits on vehicle weight and size. To the extent the federal government continues to develop and propose regulations relating to fuel quality, engine efficiency and
GHG, we may experience an increase in costs related to truck purchases and maintenance, impairment of equipment productivity, a decrease in the residual value of
vehicles, unpredictable fluctuations in fuel prices and an increase in operating expenses. Increased truck traffic may contribute to deteriorating road conditions in
some areas where our operations are performed.
Further, our operations could be affected by road construction, road repairs, detours and state and local regulations and ordinances restricting access to certain
roads, including through routing and weight restrictions. Certain states, such as North Dakota and Texas, and certain counties have increased enforcement of weight
limits on trucks used to transport raw materials, such as the fluids that we transport in connection with our fluids management services, on their public roads. It is
possible that the states, counties and cities in which we operate our business may modify their laws to further reduce truck weight limits or impose curfews or other
restrictions on the use of roadways. Such legislation and enforcement efforts could result in delays, and increased costs, in transporting fluids and otherwise
conducting our business. Proposals to increase federal, state or local taxes, including taxes on motor fuels, are also made from time to time, and any such increase
would increase our operating costs. Also, state and local regulation of permitted routes and times on specific roadways could adversely affect our operations. We
cannot predict whether, or in what form, any legislative or regulatory changes or municipal ordinances applicable to our logistics operations will be enacted and to
what extent any such legislation or regulations could increase our costs or otherwise adversely affect our business or operations.
We are subject to environmental and occupational health and safety laws and regulations that may expose us to significant costs and liabilities.
Our operations are subject to numerous federal, regional, state and local laws and regulations relating to protection of natural resources and the environment,
occupational health and safety, air emissions and water discharges, and the management, transportation and disposal of solid and hazardous wastes and other
materials. These laws and regulations impose numerous obligations that may impact our operations, including the acquisition of permits to conduct regulated
activities, the imposition of restrictions on the types, quantities and concentrations of various substances that can be released into the environment or injected in
formations in connection with oil and natural gas drilling and production activities, the incurrence of capital expenditures to mitigate or prevent releases of materials
from our equipment, facilities or from customer locations where we are providing services, the imposition of substantial liabilities for pollution resulting from our
operations, and the application of specific health and safety standards or criteria addressing worker protection. Any failure on our part or the part of our customers to
comply with these laws and regulations could result in prohibitions or restrictions on operations, assessment of sanctions including administrative, civil and criminal
penalties, issuance of corrective action orders requiring the performance of investigatory, remedial or curative activities or enjoining performance of some or all of our
operations in a particular area, the occurrence of delays in the permitting or performance of projects and/or government or private claims for personal injury or
property or natural resources damages.
Our business activities present risks of incurring significant environmental costs and liabilities, including costs and liabilities resulting from our handling and
disposal of oilfield and other wastes, air emissions and wastewater discharges related to our operations and the historical operations and waste disposal practices of
our predecessors. Moreover, accidental releases or spills may occur in the course of our operations, and we could incur significant costs and liabilities as a result of
such releases or spills, including any third‑party claims for damage to property, natural resources or persons. In addition, private parties, including the owners of
properties upon which we perform services and facilities where our wastes are taken for reclamation or disposal, also may have the right to pursue legal actions to
enforce compliance as well as to seek damages for noncompliance with environmental laws and regulations or for personal injury or property or natural resource
damages. Some environmental laws and regulations may impose strict liability, which means that in some situations we could be exposed to liability even if our
conduct was lawful at the time it occurred or the alleged damages resulted from the conduct of, or conditions caused by, prior operators or other third parties.
The trend in environmental regulation has been to place more restrictions and limitations on activities that may adversely affect the environment, and thus any
changes in environmental laws and regulations or reinterpretation of
19
enforcement policies that result in more stringent and costly regulatory requirements could have a material adverse effect on our business, liquidity position, financial
condition, results of operations and prospects if we are unable to pass on such increased compliance costs to our customers. Our customers may also incur increased
costs or delays or restrictions in permitting or operating activities as a result of more stringent environmental laws and regulations, which may result in a curtailment
of exploration, development or production activities that would reduce the demand for our services.
Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions
or delays as well as adversely affect demand for our support services.
Hydraulic fracturing is an important and common practice that is used to stimulate production of natural gas and/or oil from dense subsurface rock formations.
The hydraulic fracturing process involves the injection of water, sand and chemicals under pressure into the formation to fracture the surrounding rock and stimulate
production. While we do not perform hydraulic fracturing, many of our customers do.
Hydraulic fracturing typically is regulated by state oil and natural gas commissions, but the EPA has asserted federal regulatory authority pursuant to the
federal Safe Drinking Water Act over certain hydraulic fracturing activities involving the use of diesel fuel and issued permitting guidance that applies to such
activities. In addition, the EPA finalized regulations that prohibit the discharge of wastewater from hydraulic fracturing operations to publicly owned wastewater
treatment plants.
The EPA also released its final report on the potential impacts of hydraulic fracturing on drinking water resources. The final report concluded that “water cycle”
activities associated with hydraulic fracturing may impact drinking water resources under certain limited circumstances.
Certain of our customers have operations on federal or tribal lands and the U.S. government has considered more stringent regulations for operations on such
lands. We cannot predict the final scope of regulations or restrictions that may apply to oil and gas operations on federal or tribal lands. However, any regulations that
ban or effectively ban such operations may adversely impact demand for our products and services.
Various state and local governments have also implemented, or are considering, increased regulatory oversight of hydraulic fracturing through additional
permit requirements, operational restrictions, disclosure requirements, well construction, and temporary or permanent bans on hydraulic fracturing in certain areas.
The adoption and implementation of any new laws or regulations that restrict our customers’ ability to dispose of produced water could result in increased operating
costs for the customer, which in turn could indirectly reduce demand for our services.
Local governments also may seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or
hydraulic fracturing activities in particular or prohibit the performance of well drilling in general or hydraulic fracturing in particular. If new federal, state or local
laws or regulations that significantly restrict hydraulic fracturing are adopted, such legal requirements could result in delays, eliminate certain drilling and injection
activities and make it more difficult or costly to perform hydraulic fracturing. Any such regulations limiting or prohibiting hydraulic fracturing could result in
decreased oil and natural gas E&P activities and, therefore, adversely affect demand for our services and our business. Such laws or regulations could also materially
increase our costs of compliance and doing business.
Our operations, and those of our customers, are subject to a series of risks arising from climate change.
The threat of climate change continues to attract considerable attention in the United States and in foreign countries. Numerous proposals have been made and
could continue to be made at the international, national, regional and state levels of government to monitor and limit existing GHG emissions, as well as to restrict or
eliminate future emissions. As a result, our operations as well as the operations of our oil and natural gas E&P customers are subject to a series of regulatory, political,
litigation, and financial risks associated with the production and processing of fossil fuels and emission of GHG.
In the United States, no comprehensive climate change legislation has been implemented at the federal level. However, there are a number of proposed federal
initiatives for climate change legislation that may be passed into law. Moreover, following the U.S. Supreme Court finding that GHG emissions constitute a pollutant
under the CAA, the EPA has adopted rules that, among other things, establish construction and operating permit reviews for GHG emissions from certain large
stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the United States, and
together with the DOT, implement GHG emissions limits on vehicles manufactured for operation in the United States. The federal regulation of methane emissions
from oil and gas facilities has been subject to substantially controversy in recent years. Additionally, various states and groups of states have adopted or are
considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and
tracking programs, and restriction of emissions. International developments focused on restricting GHG emissions include the United Nations Framework Convention
on Climate Change, which includes implementation of
20
the Paris Agreement and the Kyoto Protocol by the signatories. Caps or fees on carbon emissions, including in the U.S., have been and may continue to be established
and the cost of such caps or fees could disproportionately affect the fossil-fuel sectors. The implementation of these agreements and other existing or future regulatory
mandates, may adversely affect the demand for our products and services, require us or our customers to reduce GHG emissions or impose taxes on us or our
customers, all of which could have a material adverse effect on our operations and results.
Litigation risks are also increasing, as a number of parties have sought to bring suit against certain oil and natural gas companies in state or federal court,
alleging, among other things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that companies have
been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts.
There are also increasing financial risks for companies in the fossil fuel sector as stockholders currently invested in fossil fuel energy companies concerned
about the potential effects of climate change may elect in the future to shift some or all of their investments into non-fossil fuel related sectors. Institutional lenders
who provide financing to fossil fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide
funding for fossil fuel energy companies. There is also a risk that financial institutions will be required to adopt policies that have the effect of reducing the funding
provided to the fossil fuel sector. Limitation of investments in and financings for fossil fuel energy companies could result in the restriction, delay or cancellation of
drilling programs or development or production activities. Additionally, the Securities and Exchange Commission has proposed new rules relating to the disclosure of
a range of climate-related risks. We are currently assessing this rule but, at this time, we cannot predict the costs of implementation or any potential adverse impacts
resulting from the rule. To the extent this rule is finalized, we could incur increased costs related to the assessment and disclosure of climate-related risks. In addition,
enhanced climate disclosure requirements could accelerate the trend of certain stakeholders and lenders restricting or seeking more stringent conditions with respect to
their investments in certain carbon intensive sectors.
The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more
stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or
generate GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for, oil and natural gas, which could reduce
demand for our services and products. Additionally, political, litigation and financial risks may result in our oil and natural gas customers restricting or cancelling
production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing their ability to continue to operate in an economic
manner, which also could reduce demand for our services and products. One or more of these developments could have a material adverse effect on our business,
financial condition and results of operation.
Moreover, climate change may result in various physical risks, such as the increased frequency or intensity of extreme weather events or changes in
meteorological and hydrological patterns that could adversely impact our customers’and suppliers’ operations. For more information, see our risk factor titled
“Seasonal weather conditions, climate change, severe weather events and natural disasters could disrupt normal operations and harm our business.”
Increased attention to sustainability, environmental, social, and governance (“ESG”) matters and conservation measures may adversely impact our or
our customers’ business.
Increasing attention to, and societal expectations on companies to address, climate change and other environmental and social impacts, investor and societal
expectations regarding voluntary sustainability and ESG disclosures, and consumer demand for alternative forms of energy may result in increased costs, reduced
demand for our customers’ products, reduced profits, increased investigations and litigation, and negative impacts on our stock price and access to capital markets.
Increasing attention to climate change and environmental conservation, for example, may result in demand shifts for oil and natural gas products and additional
governmental investigations and private litigation against us or our customers. To the extent that societal pressures or political or other factors are involved, it is
possible that such liability could be imposed without regard to our causation of or contribution to the asserted damage, or to other mitigating factors. For more
information, see our risk factor titled “Our operations, and those of our customers, are subject to a series of risks arising from climate change.”
Moreover, while we may create and publish voluntary disclosures regarding sustainability and ESG matters from time to time, certain statements in those
voluntary disclosures may be based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or
forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error
or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many
sustainability and ESG matters. Additionally, we may announce various targets or product and service
21
offerings in an attempt to improve our sustainability and ESG profile. However, we cannot guarantee that we will be able to meet any such targets or that such targets
or offerings will have the intended results on our ESG profile, including but not limited to as a result of unforeseen costs, consequences, or technical difficulties
associated with such targets or offerings. Also, despite any voluntary actions, we may receive pressure from certain investors, lenders, or other groups to adopt more
aggressive climate or other sustainability and ESG-related goals or policies, but we cannot guarantee that we will be able to implement such goals because of potential
costs or technical or operational obstacles.
In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating
companies on their approach to sustainability and ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable
sustainability and ESG ratings and recent activism directed at shifting funding away from companies with energy-related assets could lead to increased negative
investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our stock price and our
access to and costs of capital. Additionally, to the extent sustainability and ESG matters negatively impact our reputation, we may not be able to compete as
effectively to recruit or retain employees, which may adversely affect our operations.
The Endangered Species Act and Migratory Bird Treaty Act and other restrictions intended to protect certain species of wildlife govern our and our
customers’ operations and additional restrictions may be imposed in the future, which constraints could have an adverse impact on our ability to expand some of
our existing operations or limit our customers’ ability to develop new oil and natural gas wells.
Oil and natural gas operations in our operating areas can be adversely affected by seasonal or permanent restrictions on drilling activities designed to protect
various wildlife, which may limit our ability to operate in protected areas. Permanent restrictions imposed to protect endangered species could prohibit drilling in
certain areas or require the implementation of expensive mitigation measures.
For example, to the extent that species are listed under the Endangered Species Act or similar state laws, or are protected under the Migratory Bird Treaty Act,
previously unprotected species are designated as threatened or endangered in areas where we or our customers operate, we or our customers could incur increased
costs and could face delays or limitations in our or their operations, which could adversely affect or reduce demand for our services.
Anti‑indemnity provisions enacted by many states may restrict or prohibit a party’s indemnification of us.
We typically enter into agreements with our customers governing the provision of our services, which usually include certain indemnification provisions for
losses resulting from operations. Such agreements may require each party to indemnify the other against certain claims regardless of the negligence or other fault of
the indemnified party; however, many states place limitations on contractual indemnity agreements, particularly agreements that indemnify a party against the
consequences of its own negligence. Furthermore, certain states, including Louisiana, New Mexico, Texas and Wyoming, have enacted statutes generally referred to
as “oilfield anti‑indemnity acts” expressly prohibiting certain indemnity agreements contained in or related to oilfield services agreements. Such anti‑indemnity acts
may restrict or void a party’s indemnification of us, which could have a material adverse effect on our business, liquidity position, financial condition, results of
operations and prospects.
Cybersecurity and Data Privacy
We may be subject to interruptions or failures in our information technology systems.
We rely on sophisticated information technology systems and infrastructure to support our business, including process control technology. Any of these systems
are susceptible to outages due to fire, floods, power loss, telecommunications failures, usage errors by employees, computer viruses, cyberattacks or other security
breaches or similar events. The failure of any of our information technology systems may cause disruptions in our operations, which could adversely affect our
revenue and profitability.
We are subject to cybersecurity risks. A cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial
loss.
We depend on information technology systems that we manage, and others that are managed by third-party service and equipment providers, to conduct our
day-to-day operations, including critical systems, and these systems are subject to risks associated with cyber incidents or attacks, especially originating from
countries such as China, Russia, Iran, and North Korea as broadly reported in the media. Our technology systems and networks, and those of our vendors, suppliers
and other business partners, may become the target of cyberattacks or information security breaches. A cyber incident could negatively impact the Company in a
number of ways, including but not limited to; (i) remediation costs, such as liability for stolen assets
22
or information and repairs of system damage; (ii) increased cybersecurity protection costs, which may include the costs of making organizational changes, deploying
additional personnel and protection technologies, training employees, and engaging third party experts and consultants; (iii) lost revenue resulting from downtime,
operational disruptions, the unauthorized use of proprietary information or the failure to retain or attract customers following an attack; (iv) litigation and legal risks,
including regulatory actions by state and federal governmental authorities and non-U.S. authorities and related investigation costs; (v) increased insurance premiums;
(vi) reputational damage that adversely affects customer or investor confidence; (vii) the loss, theft, corruption or unauthorized release of intellectual property,
proprietary information, customer and vendor data or other critical data and (viii) damage to the company’s competitiveness, stock price, and long-term stockholder
value. Certain cyber incidents, such as surveillance, may remain undetected for an extended period of time. As the sophistication of cyber incidents continues to
evolve, we will likely be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any
vulnerability to cyber incidents. Our insurance coverage for cyberattacks may not be sufficient to cover all the losses we may experience as a result of such
cyberattacks.
Risks Related to Our Ownership and Capital Structure
Financial Leverage and Liquidity
We have debt obligations, and any additional future indebtedness, could adversely affect our financial condition.
As of December 31, 2024 and 2023 our total debt was $0.0 million and $0.1 million, respectively.
We may also incur additional indebtedness in the future. If we do so, the risks related to our level of debt could intensify. Our indebtedness could have adverse
consequences, including:
•
we may fail to comply with the various covenants in instruments governing any existing or future indebtedness;
•
we may be unable to obtain financing in the future for working capital, capital expenditures, acquisitions, share repurchases, general corporate or other
purposes;
•
we may be unable to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service the
debt;
•
we could become more vulnerable to general adverse economic and industry conditions, including increases in interest rates, to the extent that we incur
variable rate indebtedness; or
•
we may be competitively disadvantaged compared to our competitors that have greater access to capital resources.
Our Wells Fargo Revolving Credit Facility subjects us to various financial and other restrictive covenants. These restrictions may limit our operational or
financial flexibility and could subject us to potential defaults under our Wells Fargo Revolving Credit Facility.
On May 31, 2023, we entered into a Credit Agreement with Wells Fargo Bank, N.A., which provides a secured, revolving credit facility (the “Wells Fargo
Revolving Credit Facility.”) in an aggregate principal amount of up to $75.0 million. The Wells Fargo Revolving Credit Facility subjects us to significant financial
and other restrictive covenants, such that our ability to comply with financial condition tests can be affected by events beyond our control, including economic,
financial and industry conditions. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. Further, the
borrowing base of our Wells Fargo Revolving Credit Facility is dependent upon our receivables and unbilled revenue less certain reserves, which may be significantly
lower in the future due to reduced activity levels or decreases in pricing for our services. Changes to our operational activity levels have an impact on our total eligible
accounts receivable, which could result in significant changes to our borrowing base and therefore our availability under our Wells Fargo Revolving Credit Facility. If
we are unable to remain in compliance with the financial covenants of our Wells Fargo Revolving Credit Facility, then amounts outstanding thereunder may be
accelerated and become due immediately. Any such acceleration could have a material adverse effect on our business, liquidity position, financial condition, results of
operations and prospects.
In the event that we are unable to access sufficient capital to fund our business and planned capital expenditures, we may be required to curtail potential
acquisitions, strategic growth projects, portions of our current operations and other activities. A lack of capital could result in a decrease in our operations, subject us
to claims of breach under customer and supplier contracts and may force us to sell some of our assets or issue additional equity on an untimely or unfavorable basis,
each of which could adversely affect our business, financial condition, results of operations and cash flows.
23
Our Wells Fargo Revolving Credit Facility contains certain financial and other restrictive covenants, including a minimum fixed charge coverage ratio during
certain testing periods. The Wells Fargo Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible
accounts receivable less certain reserves. The Company’s eligible accounts receivable serve as collateral for the borrowings under the Wells Fargo Revolving Credit
Facility, which is scheduled to mature on May 31, 2028. The Wells Fargo Revolving Credit Facility includes an acceleration clause and cash dominion provisions
under certain circumstances that permits the administrative agent to sweep cash daily from certain bank accounts into an account of the administrative agent to repay
our obligations under the Wells Fargo Revolving Credit Facility.
The growth of our business through potential future acquisitions or mergers may expose us to various risks, including those relating to difficulties in
integrating businesses, assets and personnel, as well as difficulties in obtaining financing for targeted acquisitions and the potential for increased leverage or debt
service requirements.
We will continue to pursue selected, accretive acquisitions of complementary assets and businesses. Acquisitions and mergers involve numerous risks,
including:
•
unanticipated costs and exposure to liabilities assumed in connection with the acquired business or assets, including, but not limited to, environmental
liabilities;
•
difficulties in integrating the operations and assets of the acquired business and the acquired personnel;
•
limitations on our ability to properly assess and maintain an effective internal control environment over an acquired business;
•
potential losses of key employees and customers of the acquired business;
•
risks of entering markets in which we have limited prior experience; and
•
increases in our expenses and working capital requirements.
Our ability to achieve the anticipated benefits of any acquisition will depend, in part, upon whether we can integrate the acquired or merged business and/or
assets into our existing business in an efficient and effective manner. The process of integrating an acquired or merged business, may involve unforeseen costs and
delays or other operational, technical and financial difficulties and may require a significant amount of time and resources. Our failure to incorporate the acquired or
merged business and assets into our existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on our
business, liquidity position, financial condition, results of operations and prospects. Further, any acquisition may involve other risks that may cause our business to
suffer, including:
•
diversion of our management’s attention to evaluating, negotiating for and integrating acquired assets;
•
the challenge and cost of integrating acquired assets with those of ours while carrying on our ongoing business; and
•
the failure to realize the full benefits anticipated from the acquisition or to realize these benefits within our expected time frame.
Because the historical utilization rates of any acquired assets may be lower than ours in recent periods, our utilization could decrease during the course of an
initial integration period. Accordingly, there can be no assurance the utilization for acquired assets will align with the utilization of our existing fleet or on our
anticipated timeline or at all. Furthermore, there is intense competition for acquisition opportunities in our industry. Competition for acquisitions may increase the cost
of, or cause us to refrain from, completing acquisitions.
In addition, we may not have sufficient capital resources to complete any additional acquisitions. We may incur substantial indebtedness to finance future
acquisitions and also may issue equity, debt or convertible securities in connection with such acquisitions. Debt service requirements could represent a significant
burden on our results of operations and financial condition, and the issuance of additional equity or convertible securities could be dilutive to our existing
stockholders. Furthermore, we may not be able to obtain additional financing as needed or on satisfactory terms.
Our ability to continue to grow through acquisitions or mergers and manage growth will require us to continue to invest in operational, financial and
management information systems and to attract, retain, motivate and effectively manage our employees. The inability to effectively manage the integration of
acquisitions, including in connection with our corporate reorganization, could reduce our focus on current operations, which, in turn, could negatively impact our
earnings and growth. Our financial position and results of operations may fluctuate significantly from period to period, based on whether or not significant
acquisitions are completed in particular periods.
24
Continued increases in interest rates could adversely impact the price of our shares, our ability to issue equity or incur debt for acquisitions or other
purposes.
Interest rates on future borrowings, credit facilities and debt offerings could be higher than current levels, causing our financing costs to increase accordingly.
In addition, the Secured Overnight Financing Rate (“SOFR”) and other “benchmark” rates are subject to ongoing national and international regulatory scrutiny and
reform. Changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in our shares, and a rising interest rate
environment could have an adverse impact on the price of our shares, our ability to issue equity or incur debt for acquisitions or other purposes.
Equity and Common Stock
We may identify material weaknesses or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of
our financial statements or cause us to fail to meet our periodic reporting obligations.
As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in those internal controls. A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Any material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of
our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic
reports and applicable stock exchange listing requirements, we may be unable to prevent fraud, investors may lose confidence in our financial reporting, and our stock
price may decline as a result. We cannot ensure that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid
potential future material weaknesses.
Our Wells Fargo Revolving Credit Facility places certain restrictions on our ability to pay cash dividends on our Class A Stock. Consequently, in the future,
if we no longer meet the Wells Fargo Revolving Credit Facility’s criteria to pay cash dividends on Class A Stock, the Company will be restricted in its ability to pay
a dividend until compliance with the stated criteria is regained.
In 2023, we initiated a quarterly dividend to holders of our Class A Common Stock. However, our Wells Fargo Revolving Credit Facility places certain
restrictions on our ability to pay cash dividends on our Class A Common Stock, and, if, in the future, we no longer meet the criteria specified in our Wells Fargo
Resolving Credit Facility which allow for cash dividend payments, our ability to pay a dividend will be restricted until we are once again in compliance with the
necessary criteria. During any period where dividends are restricted, your only opportunity to achieve a return on your investment is if the price of our Class A
Common Stock appreciates.
Future sales of our Class A Common Stock in the public market, or the perception that such sales may occur, could reduce our stock price, and any
additional capital raised by us through the sale of equity or preferred stock or convertible securities may dilute your ownership in us.
We may sell additional shares of Class A Common Stock or preferred stock that is convertible into Class A Common Stock in subsequent public offerings. As
of February 28, 2025, we had 22,252,946 shares of Class A Common Stock outstanding, which may be resold immediately in the public market. The Legacy Owners
and the certain other entities are parties to a registration rights agreement, which requires us to affect the registration of any shares of Class A Common Stock held by
them or which they receive upon redemption of any shares of Class B Common Stock that they may hold.
We cannot predict the size of future issuances of our Class A Common Stock or preferred stock convertible into Class A Common Stock or the effect, if any,
that future issuances and sales of shares of our Class A Common Stock will have on the market price of our Class A Common Stock. Sales of substantial amounts of
our Class A Common Stock, or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A Common Stock.
25
We may issue preferred stock, the terms of which could adversely affect the voting power or value of our Class A Common Stock.
Our amended and restated certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred
stock having such designations, preferences, limitations and relative rights, including preferences over our Class A Common Stock respecting dividends and
distributions, as our Board of Directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value
of our Class A Common Stock. For example, we may grant holders of preferred stock the right to elect some number of our directors in all events or on the happening
of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of
preferred stock could affect the residual value of the Class A Common Stock.
Risks Associated with Owning Our Common Stock
For as long as we are a smaller reporting company, we will not be required to comply with certain reporting requirements that apply to other public
companies.
For as long as we are a smaller reporting company, we will have certain reduced disclosure requirements with the SEC, including the ability to provide two
years of audited financial statements and corresponding Management's Discussion and Analysis disclosures. We lost our “emerging growth company” status on
December 31, 2022, at the end of the five-year period following our initial public offering (IPO), and we are required to comply with all the reporting requirements
applicable to other public companies including, but not limited to, the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. We will
remain a smaller reporting company until the aggregate market value of our outstanding common stock held by non-affiliates, calculated as of the end of our most
recently complete second fiscal quarter, exceeds $250 million.
To the extent that we rely on any of the exemptions available to small reporting companies, you will receive less information about our executive compensation
and internal control over financial reporting than issuers that are not small reporting companies. If some investors find our Class A Common Stock to be less attractive
as a result, there may be a less active trading market for our Class A Common Stock and our stock price may be more volatile.
If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our
Class A Common Stock or if our operating results do not meet their expectations, our stock price could decline.
The trading market for our Class A Common Stock will be influenced by the research and reports that industry or securities analysts publish about us or our
business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets,
which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover our company adversely changes his or her
recommendation with respect to our Class A Common Stock or if our operating results do not meet their expectations, our stock price could decline.
CSL and Other Directors
CSL, Bayou Holdings and their respective affiliates are not limited in their ability to compete with us, and the corporate opportunity provisions in our
amended and restated certificate of incorporation could enable CSL and Bayou Holdings to benefit from corporate opportunities that might otherwise be
available to us.
Our governing documents provide that CSL, Bayou Holdings and their respective affiliates (including portfolio investments of CSL and its affiliates) are not
restricted from owning assets or engaging in businesses that compete directly or indirectly with us. In particular, subject to the limitations of applicable law, our
amended and restated certificate of incorporation, among other things:
•
permits CSL, Bayou Holdings and their respective affiliates to conduct business that competes with us and to make investments in any kind of property
in which we may make investments; and
•
provides that if CSL, Bayou Holdings or their respective affiliates, or any employee, partner, member, manager, officer or director of CSL, Bayou
Holdings or their respective affiliates who is also one of our directors or officers, becomes aware of a potential business opportunity, transaction or other
matter, they will have no duty to communicate or offer that opportunity to us.
CSL, Bayou Holdings or their respective affiliates may become aware, from time to time, of certain business opportunities and may direct such opportunities to
other businesses in which they have invested, in which case we may not
26
become aware of or otherwise have the ability to pursue such opportunity. If attractive business opportunities are procured by such parties for their own benefit rather
than for ours, it could adversely impact our business or prospects.
CSL owns a significant portion of our voting stock, and their interests may conflict with those of our other stockholders.
CSL and its affiliates beneficially own an aggregate of approximately 16% of the outstanding shares of our Class A Common Stock. As long as CSL owns a
large portion of our voting stock, it may be able to significantly influence the election of the Board of Directors and the outcome of all matters involving a stockholder
vote. Moreover, CSL’s concentration of stock ownership may adversely affect the trading price of our Class A Common Stock to the extent investors perceive a
disadvantage in owning stock of a company with a significant stockholder. CSL’s interests may differ from the interests of other stockholders and the status of their
ownership could change at their discretion.
A significant reduction of CSL’s ownership interests in the Company could adversely affect us.
We believe that CSL’s ownership interest in the Company provides with it an economic incentive to assist us to be successful. CSL is not subject to any
obligation to maintain its ownership interest in us and may elect at any time to sell all or a substantial portion of or otherwise reduce its ownership interest in us. If
CSL sells all or a substantial portion of its ownership interest in us, it may have less incentive to assist in our success and its affiliate(s) that are expected to serve as
members of our Board of Directors may resign.
Certain of our directors have significant duties with, and spend significant time serving, entities that may compete with us in seeking acquisitions and
business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.
Certain of our directors, who are responsible for managing the direction of our operations, hold positions of responsibility with, or are otherwise affiliated with,
other entities that are in the oil and natural gas industry. These directors may become aware of business opportunities that may be appropriate for presentation to us as
well as to the other entities with which they are or may become affiliated. Due to these existing and potential future affiliations, these individuals may present
potential business opportunities to other entities prior to presenting them to us, which could cause additional conflicts of interest. They may also decide that certain
opportunities are more appropriate for other entities with which they are affiliated, and as a result, they may elect not to present those opportunities to us. These
conflicts may not be resolved in our favor.
27
Item 1B. Unresolved Staff Comments
None.
28
Item 1C. Cybersecurity
We recognize the critical importance of cybersecurity in safeguarding sensitive information, protecting our stakeholders, and maintaining customer trust. Our
approach to managing cybersecurity risks, includes periodic risk assessments, implementing and overseeing governance and policies, an incident response plan,
ongoing training and awareness programs, and a commitment to continuous improvement.
Our risk assessment process involves periodic vulnerability assessments and monitoring of emerging threats. Our policies and procedures are designed to
ensure compliance with relevant regulations and to consider industry practices, and we periodically review and update them to address evolving cybersecurity risks.
In the event of a cybersecurity incident, we have an incident response plan in place. This plan includes detection, response, and communication with
stakeholders. Incident response is supported by appropriate third-party experts to address, assess and respond to the event. The plan calls for the mobilization of a
response team including both internal and external resources as well as communication protocols so that event information is shared on a proactive basis. We aim to
prioritize transparency and accountability, and we are committed to providing timely and accurate information to our stakeholders in the event of a breach.
We understand the importance of educating our employees about cybersecurity risks, and, over the past two years have initiated awareness and training
programs internally specifically targeted to employees with a goal of continually increasing employee education. This initiative aims to foster a culture of
cybersecurity awareness and empower our employees to be vigilant in identifying and mitigating potential threats.
Our Vice President of Information Technology reports to the Company’s Chief Financial Officer and is the head of the Company’s cybersecurity team. This
role is responsible for assessing and managing the Company’s cyber risk management program, informing senior management regarding the prevention, detection,
mitigation, and remediation of cybersecurity incidents and supervising such efforts. Senior leadership has been specifically trained and is credentialed in cybersecurity
risk assessment and oversight.
The Audit Committee of the Board of Directors oversees the Company’s cybersecurity posture and the steps taken by management to monitor, identify, and
mitigate cybersecurity risks. The Information Technology team briefs the Audit Committee on the effectiveness of the Company’s cyber risk management program,
typically on an annual basis.
We are dedicated to continuous improvement in our cybersecurity program. We regularly monitor, evaluate, and aim to enhance our capabilities through
investments in technology, infrastructure, and personnel. Our goal is to stay ahead of emerging threats and maintain the highest level of cybersecurity resilience.
In conclusion, by prioritizing cybersecurity, we aim to protect the interests of our stakeholders, promote business continuity, and uphold the trust that our
customers place in us. Notwithstanding the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that
could have a material adverse effect on us. While the Company maintains cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be
fully insured. See Item 1A. “Risk Factors” for a discussion of cybersecurity risks.
29
Item 2. Properties
We lease our principal executive offices, which are located at 10350 Richmond, Suite 550, Houston, Texas 77042. As of December 31, 2024, we owned or
leased maintenance facilities, yards and field offices around the U.S. and our material properties included the following:
Facility Location and Description
Size of Location*
Leased / Owned
Lease
Expiration
High Specification Rigs
(square feet)
(acres)
Milliken, Colorado
131,390
23.0
Leased
2036
Williston, North Dakota
11,100
5.0
Leased
2029
Pleasanton, Texas
23,325
15.9
Leased
2027
Wharton, Texas
1,600
13.6
Leased
2028
Artesia, New Mexico
5,368
1.7
Leased
**
Hobbs, New Mexico
25,950
4.5
Owned
***
Belfield, North Dakota
34,280
34.5
Owned
***
Denver City, Texas
23,000
60.4
Owned
***
Midland, Texas
14,000
16.7
Owned
***
Midland, Texas
47,000
25.9
Owned
***
Odessa, Texas
17,500
1.3
Owned
***
Andrews, Texas
15,341
39.3
Owned
***
Wireline Services
Midland, Texas
36,320
12.0
Leased
2027
Williston, North Dakota
71,239
13.8
Leased
2027
Casper, Wyoming
12,950
3.2
Leased
**
Processing Solutions and Ancillary Services
Milliken, Colorado
131,390
23.3
Leased
2036
Ft. Morgan, Colorado
106,700
23.6
Leased
2027
_________________________
* Includes approximations.
** Month-to-Month lease.
*** Not applicable.
In addition to the properties listed above, we own and lease several smaller facilities, which generally have shorter terms. We do not believe that any single
facility is material to our operations and, if necessary, we could readily obtain a replacement facility.
Item 3. Legal Proceedings
Our operations are subject to a variety of risks and disputes normally incident to our business. As a result, we may, at any given time, be a defendant in various
legal proceedings and litigation arising in the ordinary course of business. We are not currently a party to any legal proceedings that, if determined adversely against
us, individually or in the aggregate, would have a material adverse effect on our business, liquidity position, financial condition, results of operations or prospects. We
are, however, named defendants in certain lawsuits, investigations and claims arising in the ordinary course of conducting our business, including employee‑related
matters, and we expect that we will be named defendants in similar lawsuits, investigations and claims in the future. We maintain insurance policies with insurers in
amounts and with coverage and deductibles that we, with the advice of our insurance advisers and brokers, believe are reasonable and prudent. We cannot, however,
assure you that this insurance will be adequate to protect us from all material expenses related to potential future claims for personal injury and property damage or
that these levels of insurance will be available in the future at economical prices. While the outcome of these lawsuits, investigations and claims cannot be predicted
with certainty, we do not expect these matters to have a material adverse impact on our business, results of operations, cash flows or financial condition. Information
regarding legal proceedings is presented in “Part II, Item 8. Financial Statements and Supplementary Data—Note 14 — Commitments and Contingencies.”
Item 4. Mine Safety Disclosure
Not applicable.
30
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholders' Matters and Issuer Purchases of Equity
Securities
Market Information
Our Class A Common Stock is listed on the NYSE under the symbol “RNGR.” As of February 28, 2025, there were approximately 78 stockholders of record of
our Class A Common Stock. We have a significant number of beneficial stockholders or stockholders whose shares are held in “street name,” where such shares are
held by a broker or other nominee, and therefore the actual number of stockholder is considerably greater than the number of stockholders of record.
For the year ended December 31, 2024, the Company paid quarterly cash dividends totaling $0.20 per share of Class A Common Stock, compared to $0.10 per
share paid for the year ended December 31, 2023. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
We had no sales of unregistered equity securities during the period covered by this Annual Report that were not previously reported in a Current Report on
Form 8-K or Quarterly Report on Form 10-Q.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
On March 7, 2023, the Company announced that its Board of Directors authorized a share repurchase program, allowing the Company to purchase currently
outstanding Class A Common Stock held by non-affiliates, not to exceed $35.0 million in aggregate value. On March 4, 2024, the Company announced that its Board
of Directors approved an additional share repurchase program authorization of $50.0 million, bringing the total share repurchase program authorization to $85.0
million in aggregate value, allowing the Company to utilize the expanded $50.0 million of approved capacity through March 4, 2027. Share repurchases may take
place from time to time on the open market or through privately negotiated transactions. The duration of the share repurchase program is 36 months and may be
accelerated, suspended or discontinued at any time without notice.
The following table provides information with respect to Class A Common Stock purchases made by the Company during the three months ended December
31, 2024.
Period
Total Number of Shares
Repurchased
Average Price Paid Per
Share
Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs
Maximum Number of Shares
that May Yet be Purchased
Under the Plans or Programs
October 1, 2024 - October 31, 2024
474
$
12.28
—
3,887,273
November 1, 2024 - November 30, 2024
—
—
—
3,057,988
December 1, 2024 - December 31, 2024
—
—
—
3,259,484
Total
474
$
12.28
—
3,259,484
_________________________
(1) Total number of shares repurchased in the fourth quarter of 2024 consists of 474 shares of Class A Common Stock, at an average price paid per share of $12.28, withheld by the Company in satisfaction
of withholding taxes due upon the vesting of restricted shares granted to our employees under the Ranger Energy Services, Inc. 2017 Long-Term Incentive Plan.
(2) As of December 31, 2024, the maximum number of shares that may yet be purchased under the plan is 3,259,484 shares of Class A Common Stock. This is based on the closing price of $15.48 of Ranger
Energy Services, Inc.’s Class A Common Stock on the New York Stock Exchange as of December 31, 2024.
(1)
(2)
31
Stock Performance Graph
The graph below presents a comparison of the cumulative total return on our Class A Common Stock, assuming $100 was invested on December 31, 2019 in
each of the Company’s Class A Common Stock. the NYSE Composite Index and a self-determined peer group, which includes RPC, Inc., ProPetro Holding Corp.,
Select Water Solutions, Inc., Oil States International, Inc., KLX Energy Services Holdings, Inc., Innovex International, Inc., Mammoth Energy Services, Inc., Solaris
Oilfield Infrastructure, Inc., and NINE Energy Service, Inc..
The graph and related information should not be deemed “soliciting material” or to be “filed” with the SEC, nor should such information be incorporated by
reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate such information by reference into
such a filing. The graph and information is included for historical and comparative purposes only and should not be considered indicative of future stock performance.
Item 6. Selected Financial Data
Reserved.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the historical financial statements and related notes included elsewhere in this
Annual Report. This discussion contains “forward‑looking statements” reflecting our current expectations, estimates and assumptions concerning events and
financial trends that may affect our future operating results or financial position. These statements include certain risks and uncertainties. Please read “Cautionary
Statement Regarding Forward‑Looking Statements” and the risk factors described under “Part I, Item 1A.-Risk Factors” for more details.
2024 Business Update
32
Business Outlook
We are a provider of onshore high specification well service rigs and complementary services in the United States. We provide an extensive range of well site
services to leading U.S. E&P companies that are fundamental to establishing, maintaining and enhancing the flow of oil and natural gas throughout the productive life
of a well. Additionally, we serve to assist our customers in decommissioning wells at the end of their economic life. A comprehensive discussion of each of our
reporting segments is included below in the section titled “How We Evaluate Our Operations.”
We operate in most of the active oil and natural gas basins in the United States, including the Permian Basin, Denver-Julesburg Basin, Bakken Shale, Eagle
Ford Shale, Haynesville Shale, Gulf Coast, South Central Oklahoma Oil Province and Sooner Trend Anadarko Basin Canadian and Kingfisher Counties plays.
As the Company looks ahead to 2025, we anticipate steady business opportunities as both the U.S. and global economies continue to demonstrate resilience.
We further expect our financial results to show slight year-over-year improvement. According to the International Energy Agency, global oil demand is projected to
increase by 1.1 million barrels per day in 2025, compared to demand growth of 1.2 million barrels per day in 2024. As we are a production-focused business with
solely domestic operations, we have also considered the U.S. Energy Information Administration’s estimate that daily crude oil production in the United States is
expected to increase to 13.5 million barrels per day, up from 13.2 million barrels per day in 2024. It is anticipated by the International Energy Agency that OPEC+
will begin increasing production in 2025, while demand is expected to remain relatively muted. With supply and demand remaining imbalanced, downward pressure
on prices is forecasted by both the International Energy Agency and the U.S. Energy Information Administration, with oil prices expected to average approximately
$74 per barrel during 2025 as compared to $81 per barrel in 2024. While we do not have significant gas market exposure, we expect some tailwinds in gas markets as
being potentially beneficial to our business as the U.S. Energy Information Administration forecasts natural gas spot prices of $3.10 per million BTU and U.S. LNG
exports of 14 billion cubic feet per day in 2025, compared to 2024 actual figures of $2.10 and 12 billion cubic feet, respectively.
Acquisitions and Integrations
During 2021, 2022, 2023 and 2024, the Company placed significant focus on acquiring and integrating assets and associated operations, described below, into
current business processes. Through these acquisitions and their subsequent integrations, Ranger has continued to refine its business strategies and processes to focus
on the performance of the Company and anticipates that acquisitions will continue to play a key role in the business going forward.
The largest of its recent acquisitions took place during the fall of 2021 when Ranger Energy Acquisition, LLC, entered into an Asset Purchase Agreement for
certain assets of Basic and certain of its subsidiaries. As consideration for the assets acquired, the Company paid $36.7 million in cash, where such cash was generated
through the issuance of Series A Preferred Stock. Purchased assets included well servicing rigs, fishing and rental assets, coiled tubing units, and rolling stock assets
required to support the operating assets as well as certain real property. Separately, during 2021, the Company made two additional acquisitions of wireline service
providers that operated throughout the Permian, Denver-Julesburg and Powder River Basins and the Bakken Shale. These acquisitions significantly expanded the
scale and scope of the existing wireline business.
During 2023, the Company complemented the earlier acquisitions with the purchase of certain pumping assets and associated equipment to continue to bolster
its wireline segment capabilities. While no deals were completed in 2024, we remained active in the pursuit of accretive opportunities and will continue to do so
during 2025.
Internal Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the Company
conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the guidelines established in the
Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on
its assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024. For further information,
please see “Part II, Item 9A. Controls and Procedures.”
How We Evaluate Our Operations
We provide services within the United States that are organized into three reporting segments: High Specification Rigs, Wireline Services, and Processing
Solutions and Ancillary Services, which are described below. The reportable segments have been categorized based on the nature of services provided within each line
of business.
33
Our service offerings consist of well completion support, workover, well maintenance, wireline, other complementary services, as well as well installation,
commissioning and operating of modular equipment, which are conducted in three reportable segments, as follows:
•
High Specification Rigs. Provides high specification well service rigs to facilitate operations throughout the life cycle of a well.
•
Wireline Services. Provides services necessary to bring and maintain a well on production and consists of our completion, production and pump down
service lines.
•
Processing Solutions and Ancillary Services. Provides complimentary services often utilized in conjunction with our High Specification Rigs and
Wireline Services segments. The services primarily include equipment rentals, coil tubing, plug and abandonment, and processing solutions.
•
Other. Other represents costs not allocable to the reporting segments and includes corporate general and administrative expenses and depreciation of
corporate furniture and fixtures, amortization, impairments, debt retirements and other items similar in nature.
Financial Metrics
How We Generate Revenue
Rig hours and stage counts, as it relates to our High Specification Rigs and Wireline Services segments, respectively, are important indicators of our
activity levels and profitability. Rig hours represent the aggregate number of hours that our well service rigs actively worked. Stage counts represent the number
of completed stages during the periods presented for the completion service line within our Wireline Services segment. Generally, during the period our services
are being provided, our customers are billed on an hourly basis for our high specification rig services or, as it relates to our wireline services, customers are billed
upon the completion of the well, on a monthly basis, or on a per job basis. The rates for which the customer is billed is generally predetermined based upon a
contractual agreement.
Costs of Conducting Our Business
The principal costs associated with conducting our business are personnel, repairs and maintenance, general and administrative, and depreciation expense.
Cost of Services. The primary costs associated with our cost of services are related to personnel expenses and repairs and maintenance of our fixed
assets. A significant portion of these expenses are variable, and therefore typically managed based on industry conditions and demand for our services. Further,
there is generally a correlation between our revenue generated and personnel and repairs and maintenance costs, which are dependent upon the operational
activity.
Personnel costs associated with our operational employees represent the most significant cost of our business. A substantial portion of our labor costs is
attributable to our field crews and is partly variable based on the requirements of specific customers.
General & Administrative. General and administrative expenses are corporate in nature and are included within Other. These costs include the majority
of centrally-located company management and administrative personnel and are not attributable to any of our lines of businesses nor reporting segments.
Operating Income or Loss
We analyze our operating income or loss by segment, which we have defined as revenue less cost of services and depreciation expense. While we believe this is a
key financial metric as it provides insight on profitability and operational performance based on the historical cost basis of our assets.
Adjusted EBITDA
We view Adjusted EBITDA, which is a non‑GAAP financial measure, as an important indicator of performance. The CODM primarily uses Adjusted EBITDA to
assess segment profitability and make resource allocation decisions. We define Adjusted EBITDA as net income or loss before net interest expense, income tax
expense, depreciation and amortization, equity‑based compensation, loss on debt retirement, gain or loss on disposal of property and equipment, acquisition‑related
costs, severance and reorganization costs, significant and unusual legal fees and settlements, impairment of fixed assets, and certain other non‑cash and certain other
items that we do not view as indicative of our ongoing performance. See “—Results of Operations” and “—Note Regarding Non‑GAAP Financial Measure” for more
information and reconciliations of net
34
income (loss) to Adjusted EBITDA, the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting
principles in the United States (“U.S. GAAP”).
Results of Operations
The Year Ended December 31, 2024 compared to the Year Ended December 31, 2023
The following is an analysis of our operating results. See “—How We Evaluate Our Operations” for definitions of rig hours, stage counts and other analogous
information, as well as key operating metrics (in millions).
Year Ended December 31,
Variance
2024
2023
$
%
Revenue
High Specification Rigs
$
336.1
$
313.3
$
22.8
7 %
Wireline Services
110.2
199.1
(88.9)
(45)%
Processing Solutions and Ancillary Services
124.8
124.2
0.6
— %
Total revenue
571.1
636.6
(65.5)
(10)%
Operating expenses
Cost of services (exclusive of depreciation and amortization):
High Specification Rigs
267.1
249.2
17.9
7 %
Wireline Services
107.3
180.7
(73.4)
(41)%
Processing Solutions and Ancillary Services
98.4
101.8
(3.4)
(3)%
Total cost of services
472.8
531.7
(58.9)
(11)%
General and administrative
27.8
29.5
(1.7)
(6)%
Depreciation and amortization
44.1
39.9
4.2
11 %
Impairment of fixed assets
—
0.4
(0.4)
(100)%
Gain on sale of assets
(2.2)
(1.8)
(0.4)
(22)%
Total operating expenses
542.5
599.7
(57.2)
(10)%
Operating income
28.6
36.9
(8.3)
(22)%
Other expenses
Interest expense, net
2.6
3.5
(0.9)
(26)%
Loss on debt retirement
—
2.4
(2.4)
(100)%
Total other expenses
2.6
5.9
(3.3)
(56)%
Income before income tax expense
26.0
31.0
(5.0)
(16)%
Income tax expense
7.6
7.2
0.4
6 %
Net income
$
18.4
$
23.8
$
(5.4)
(23)%
Revenue. Revenue decreased $65.5 million, or 10%, to $571.1 million for the year ended December 31, 2024 from $636.6 million for the year ended
December 31, 2023. The change in revenue by segment was as follows:
High Specification Rigs. High Specification Rig revenue increased $22.8 million, or 7%, to $336.1 million for the year ended December 31, 2024 from
$313.3 million for the year ended December 31, 2023. The increase in revenue included an increase in average revenue per rig hour by 5% to $736 from $703 for the
year ended December 31, 2023, coupled by a corresponding 2% increase in total rig hours to 456,900 for the year ended December 31, 2024 from 446,000 for the
year ended December 31, 2023.
Wireline Services. Wireline Services revenue decreased $88.9 million, or 45%, to $110.2 million for the year ended December 31, 2024 from $199.1 million for
the year ended December 31, 2023. The decrease in wireline services revenue was attributable to reductions in the completions service line totaling $90.9 million
illustrated by a 63% decrease in completed stage count to 9,400 from 25,600 in the prior year. This decrease in completion services and stage count corresponds with
lower operational activity as the Company adjusted its service mix in response to market conditions. Wireline pump down experienced decreases year over year in
revenue of $2.4 million that were driven by pricing reductions as a consequence of increased competition from frac providers. These declines were offset by wireline
production service
35
revenue, which increased year over year by $4.4 million reflecting increased operational activity and an intentional management decision to pivot to production
related work.
Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services revenue increased $0.6 million, to $124.8 million for the year ended
December 31, 2024 from $124.2 million for the year ended December 31, 2023. The increase reflects higher activity in other Ancillary Services lines with revenue
growth in our rentals, plugging and abandonment, and logistics service lines of $5.5 million, $1.1 million, and $1.1 million, respectively. Our Torrent gas processing
business has continued to expand, generating $8.5 million in revenue for the year ended December 31, 2024, compared to $5.0 million for the year ended December
31, 2023, an increase of $3.5 million. These increases were partially offset by declines in our coil tubing and snubbing services, which decreased by $4.5 million and
$2.3 million, respectively.
Cost of services (exclusive of depreciation and amortization). Cost of services (exclusive of depreciation and amortization) decreased $58.9 million, or 11%,
to $472.8 million for the year ended December 31, 2024 from $531.7 million for the year ended December 31, 2023. As a percentage of revenue, cost of services was
approximately 83% and 84% for the years ended December 31, 2024 and 2023, respectively. The change in cost of services by segment was as follows:
High Specification Rigs. High Specification Rig cost of services increased $17.9 million, or 7%, to $267.1 million for the year ended December 31, 2024 from
$249.2 million for the year ended December 31, 2023. The increase was primarily attributable to an increase in variable expenses, notably employee-related labor,
repair and maintenance, and travel costs of $11.4 million, $3.2 million and $2.6 million, respectively. As a percentage of High Specification Rigs Services revenue,
cost of services improved from 80% for the year ended December 31, 2023 to 79% for the year ended December 31, 2024.
Wireline Services. Wireline Services cost of services decreased $73.4 million, or 41%, to $107.3 million for the year ended December 31, 2024 from $180.7
million for the year ended December 31, 2023. The decrease is primarily attributable to a decrease in costs from the completion services lines by approximately $82.4
million as the Company reorganized this service line in response to lower operation activity. As a percentage of Wireline Services revenue, cost of services increased
from 91% for the year ended December 31, 2023 to 97% for the year ended December 31, 2024 primarily due to declining operating leverage due to lower activity
levels. The decrease in completion service line costs was offset by an increase in costs from the production service line to drive expanding activity levels.
Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services cost of services decreased $3.4 million, or 3%, to $98.4 million for
the year ended December 31, 2024 from $101.8 million for the year ended December 31, 2023. The decrease is primarily attributable to decreased employee labor,
repair and maintenance, travel, and fuel costs which amounted to $2.9 million, $1.6 million, $1.5 million and $0.9 million in cost reductions, respectively. As a
percentage of Processing Solutions and Ancillary Services revenue, cost of services improved from 82% for the year ended December 31, 2023 to 79% for the year
ended December 31, 2024 due to service line mix with increased activity in higher margin service lines offset by reductions in services lines that historically carried
higher cost levels.
General and Administrative. General and administrative expenses decreased $1.7 million, or 6%, to $27.8 million for the year ended December 31, 2024 from
$29.5 million for the year ended December 31, 2023. The decrease in general and administrative expenses is primarily due to lower personnel costs and professional
fees relative to the year ended December 31, 2023.
Depreciation and Amortization. Depreciation and amortization increased $4.2 million, or 11%, to $44.1 million for the year ended December 31, 2024 from
$39.9 million for the year ended December 31, 2023. The increase was largely attributable to capital expenditures during the year ended December 31, 2024.
Interest Expense, net. Net interest expense decreased $0.9 million, or 26%, to $2.6 million for the year ended December 31, 2024 from $3.5 million for the
year ended December 31, 2023. The decrease in net interest expense was attributable to the decreased levels of borrowings year over year in conjunction with
refinancings completed during the second quarter of 2023 resulting in lower borrowing costs.
Income Tax Expense. Income tax expense increased $0.4 million, or 6%, to $7.6 million for the year ended December 31, 2024 from $7.2 million for the year
ended December 31, 2023. The increase in income tax expense resulted from a one-time discreet benefit recorded during the year ended December 31, 2023.
Net Income. Net income for the year ended December 31, 2024 decreased $5.4 million, or 23%, to $18.4 million from $23.8 million for the year ended
December 31, 2023. The decrease in net income was primarily driven by reduced activity in Wireline Services segment.
36
Note Regarding Non‑GAAP Financial Measure
Adjusted EBITDA is not a financial measure determined in accordance with U.S. GAAP. We define Adjusted EBITDA as net income or loss before net interest
expense, income tax expense, depreciation and amortization, equity‑based compensation, loss on debt retirement, gain or loss on disposal of property and equipment,
acquisition related costs, severance and reorganization costs, significant and unusual legal fees and settlements, impairment of fixed assets, and certain other non-cash
and certain other items that we do not view as indicative of our ongoing performance.
We believe Adjusted EBITDA is a useful performance measure because it allows for an effective evaluation of our operating performance when compared to
our peers, without regard to our financing methods or capital structure. We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA
because these amounts can vary substantially within our industry depending upon accounting methods and book values of assets, capital structures and the method by
which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income (loss) determined in accordance
with U.S. GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such
as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDA. Our presentation
of Adjusted EBITDA should not be construed as an indication that our results will be unaffected by the items excluded from Adjusted EBITDA. Our computations of
Adjusted EBITDA may not be identical to other similarly titled measures of other companies. The following table presents reconciliations of Adjusted EBITDA to net
income (loss), the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
The Year Ended December 31, 2024 compared to The Year Ended December 31, 2023
The following is an analysis of our Adjusted EBITDA. See “Part II, Item 8. Financial Statements and Supplementary Data—Note 16—Segment Reporting” and
“—Results of Operations” for further details (in millions).
High Specification
Rigs
Wireline
Services
Processing
Solutions and
Ancillary
Services
Other
Total
Year Ended December 31, 2024
Net income (loss)
$
46.8
$
(8.5)
$
17.8
$
(37.7)
$
18.4
Interest expense, net
—
—
—
2.6
2.6
Tax expense
—
—
—
7.6
7.6
Depreciation and amortization
22.2
11.4
8.6
1.9
44.1
EBITDA
69.0
2.9
26.4
(25.6)
72.7
Equity based compensation
—
—
—
5.8
5.8
Gain on disposal of property and equipment
—
—
—
(2.2)
(2.2)
Severance and reorganization costs
0.9
0.6
0.2
0.1
1.8
Acquisition related costs
0.4
—
—
0.1
0.5
Legal fees and settlements
0.2
—
—
0.1
0.3
Adjusted EBITDA
$
70.5
$
3.5
$
26.6
$
(21.7)
$
78.9
37
High Specification
Rigs
Wireline
Services
Processing
Solutions and
Ancillary
Services
Other
Total
Year Ended December 31, 2023
Net income (loss)
$
44.0
$
7.1
$
15.5
$
(42.8)
$
23.8
Interest expense, net
—
—
—
3.5
3.5
Tax expense
—
—
—
7.2
7.2
Depreciation and amortization
20.1
11.3
6.9
1.6
39.9
EBITDA
64.1
18.4
22.4
(30.5)
74.4
Equity based compensation
—
—
—
4.8
4.8
Loss on retirement of debt
—
—
—
2.4
2.4
Gain on disposal of property and equipment
—
—
—
(1.8)
(1.8)
Severance and reorganization costs
—
1.7
—
0.4
2.1
Acquisition related costs
—
—
—
2.1
2.1
Impairment of fixed assets
—
—
—
0.4
0.4
Adjusted EBITDA
$
64.1
$
20.1
$
22.4
$
(22.2)
$
84.4
High Specification
Rigs
Wireline
Services
Processing
Solutions and
Ancillary
Services
Other
Total
Variance ($)
Net income (loss)
$
2.8
$
(15.6)
$
2.3
$
5.1
$
(5.4)
Interest expense, net
—
—
—
(0.9)
(0.9)
Tax expense
—
—
—
0.4
0.4
Depreciation and amortization
2.1
0.1
1.7
0.3
4.2
EBITDA
4.9
(15.5)
4.0
4.9
(1.7)
Equity based compensation
—
—
—
1.0
1.0
Loss on retirement of debt
—
—
—
(2.4)
(2.4)
Gain on disposal of property and equipment
—
—
—
(0.4)
(0.4)
Severance and reorganization costs
0.9
(1.1)
0.2
(0.3)
(0.3)
Acquisition related costs
0.4
—
—
(2.0)
(1.6)
Legal fees and settlements
0.2
—
—
0.1
0.3
Impairment of fixed assets
—
—
—
(0.4)
(0.4)
Adjusted EBITDA
$
6.4
$
(16.6)
$
4.2
$
0.5
$
(5.5)
Adjusted EBITDA for the year ended December 31, 2024 decreased $5.5 million to $78.9 million from $84.4 million for the year ended December 31, 2023.
The change by segment was as follows:
High Specification Rigs. High Specification Rigs Adjusted EBITDA increased $6.4 million to $70.5 million from $64.1 million primarily due to an increase in
revenue of $22.8 million partially offset by an increase in cost of services of $17.9 million.
Wireline Services. Wireline Services Adjusted EBITDA decreased $16.6 million to $3.5 million from $20.1 million primarily due to significant decreases in
operating activity within the completions service line and higher costs relative to revenues in production and pump down service lines.
Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services Adjusted EBITDA increased $4.2 million to $26.6 million from
$22.4 million due to an increase in revenue of $0.6 million coupled with a decrease in cost of services of $3.4 million, driven by increasing operational activity and
increased contribution from higher margin service lines.
Other. Other Adjusted EBITDA improved $0.5 million for the year ended December 31, 2024 to a loss of $21.7 million from a loss of $22.2 million. The
balances included in Other reflect other general and administrative costs, which are not directly attributable to High Specification Rigs, Wireline Services or
Processing Solutions and Ancillary Services. The year over year reduction is attributable to certain reduced personnel costs and professional fees.
38
Liquidity and Capital Resources
Overview
We require capital to fund ongoing operations, including maintenance expenditures on our existing fleet and equipment, organic growth initiatives, investments
and acquisitions. Our primary sources of liquidity have historically been cash generated from operations and borrowings under our credit facilities. As of December
31, 2024, we had total liquidity of $112.1 million, consisting of $40.9 million of cash on hand and availability under our Wells Fargo Revolving Credit Facility of
$71.2 million. Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $75.0 million, net of no borrowings and $3.8 million in Letters of Credit
open under the facility. This compares to the Company’s available borrowings under the Wells Fargo Revolving Credit Facility of $72.6 million as of December 31,
2023. We strive to maintain financial flexibility and proactively monitor potential capital sources to meet our investment and target liquidity requirements that permit
us to manage the cyclicality associated with our business. We currently expect to have sufficient funds to meet the Company’s short and long-term liquidity
requirements and comply with the covenants of our debt agreements. For further details, see “— Debt Agreements.”
Cash Flows
The following table presents our cash flows for the periods indicated:
Year Ended December 31,
Variance
2024
2023
$
%
(in millions)
Net cash provided by operating activities
$
84.5
$
90.8
$
(6.3)
(7)%
Net cash used in investing activities
(31.1)
(29.7)
(1.4)
(5)%
Net cash used in financing activities
(28.2)
(49.1)
20.9
43 %
Net change in cash
$
25.2
$
12.0
$
13.2
110 %
Operating Activities
Net cash flows from operating activities decreased $6.3 million to $84.5 million for the year ended December 31, 2024 compared to $90.8 million for the year
ended December 31, 2023. The change in cash flows from operating activities is primarily attributable to the change in working capital which decreased to $7.6
million for the year ended December 31, 2024 from $12.9 million for the year ended December 31, 2023 which was largely due to a decrease in contract assets and
accounts payable balances, offset by collections of accounts receivable.
Investing Activities
Net cash flows used in investing activities increased $1.4 million to $31.1 million for the year ended December 31, 2024 compared to $29.7 million for the year
ended December 31, 2023. The change in cash flows from investing activities is largely attributable to slight increases in fixed asset additions that took place during
the year ended December 31, 2024 and less proceeds from asset disposals relative to those that occurred during the year ended December 31, 2023.
Financing Activities
Net cash flows used in financing activities decreased $20.9 million, or 43%, to cash used of $28.2 million for the year ended December 31, 2024 compared
$49.1 million for the year ended December 31, 2023. For the year ended December 31, 2024, cash used in financing activities was primarily allocated to the
repurchase of Class A Common Stock totaling $15.5 million, compared to $19.3 million in the prior year (see Part II, Item 8. Financial Statements and Supplementary
Data — Note 10 — Equity). Additionally, the Company consolidated its debt and repaid the prior EBC Revolving Credit Facility, M&E Term Loan Facility, and the
secured promissory note with borrowings from the new Wells Fargo Revolving Credit Facility (see —Debt Agreements, below, and Part II, Item 8. Financial
Statements and Supplementary Data — Note 9 — Debt). These repayments, totaling $19.1 million, reflect the Company’s ability to pay down debt in 2023 with
proceeds generated from operating activities.
Supplemental Cash Flow Disclosures
During the year ended December 31, 2024, the Company added fixed assets of $8.6 million and $4.6 million primarily related to finance leased assets and asset
trades, respectively, across all operating segments. This compares to $10.0 million and $1.1 million primarily related to finance leased assets and asset trades,
respectively, for the year ended December 31, 2023. Additionally, the Company paid approximately $2.0 million in interest related to debt and finance leased assets
during 2024, compared to $1.4 million during 2023.
39
Working Capital
Our working capital, which we define as total current assets less total current liabilities, was $78.7 million and $66.4 million as of December 31, 2024 and
2023, respectively. Increasing cash balances contributed most significantly to the working capital increase year over year.
Debt Agreements
Wells Fargo Bank, N.A. Credit Agreement
On May 31, 2023, the Company entered into a Credit Agreement with Wells Fargo Bank, N.A., providing the Company with the Wells Fargo Revolving Credit
Facility in an aggregate principal amount of up to $75.0 million. Debt under the Credit Agreement is secured by a lien on substantially all of the Company’s assets.
The Company was in compliance with the Credit Agreement covenant by maintaining a fixed charge coverage ratio (“FCCR”) of greater than 1.0 as of December 31,
2024, which is applicable only under certain borrowing levels.
The Company has up to $5.0 million available under the Wells Fargo Revolving Credit Facility for letters of credit, subject to assignment. At loan origination, the
Company had a Letter of Credit in the amount of $1.6 million, to be utilized for working capital and general corporate purposes, as needed. On September 25, 2023,
the Company entered into an agreement with Wells Fargo Bank, N.A. which designated an additional Letter of Credit in the amount of $1.6 million as part of
incremental collateral requirements for the Company’s 2024 insurance renewal. The initial maturity date was September 25, 2024, with provisions for automatic
annual renewal related to the same insurance policy. On September 25, 2024, the amount of the Letter of Credit was increased to $2.1 million as part of incremental
collateral requirements for the Company’s 2025 insurance renewal, with a new maturity date of September 25, 2025. The interest rate for this Letter of Credit was
approximately 1.8% for the month ended December 31, 2024.
The Wells Fargo Revolving Credit Facility was drawn in part on May 31, 2023, to repay the prior EBC Revolving Credit Facility, M&E Term Loan Facility, and
the secured promissory note. The undrawn portion of the Wells Fargo Revolving Credit Facility is available to fund working capital and other general corporate
expenses and for other permitted uses, including the financing of permitted investments and restricted payments, such as dividends and share repurchases. The Wells
Fargo Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable and unbilled
revenue less certain reserves. The Company’s eligible accounts receivable serve as collateral for the borrowings under the Wells Fargo Revolving Credit Facility,
which is scheduled to mature on May 31, 2028. The Wells Fargo Revolving Credit Facility includes an acceleration clause and cash dominion provisions which under
certain circumstances permits the administrative agent to sweep cash daily from certain bank accounts into an account of the administrative agent to repay the
Company’s obligations under the Wells Fargo Revolving Credit Facility. The borrowings of the Wells Fargo Revolving Credit Facility, therefore, are classified as
Long-term debt, current portion on the Consolidated Balance Sheet.
Under the Wells Fargo Revolving Credit Facility, the total loan capacity is $75.0 million, which is based on a borrowing base certificate in effect as of December
31, 2024. On June 17, 2024, the Company entered into the First Amendment to the Wells Fargo Revolving Credit Facility, which allows for a percentage of unbilled
revenue to be included in the calculation of the borrowing base. The Company did not have any borrowings under the Wells Fargo Revolving Credit Facility as of
December 31, 2024. The Company does have $3.8 million in Letters of Credit open under the facility, leaving a residual $71.2 million available for borrowings as of
December 31, 2024. Borrowings under the Wells Fargo Revolving Credit Facility bear interest at a rate per annum ranging from 1.75% to 2.25% in excess of SOFR
and 0.75% to 1.25% in excess of the Base Rate, dependent on the average excess availability. The weighted average interest rate for the loan was approximately 7.2%
for the year ended December 31, 2024.
Eclipse Loan and Security Agreement
On September 27, 2021, the Company entered into a loan and security agreement with Eclipse Business Capital LLC (“EBC”) and Eclipse Business Capital
SPV, LLC, as administrative agent providing the Company with a senior secured credit facility in an aggregate principal amount of $77.5 million, consisting of (i) a
revolving credit facility in an aggregate principal amount of up to $50.0 million (the “EBC Revolving Credit Facility”), (ii) a machinery and equipment term loan
facility in an aggregate principal amount of up to $12.5 million (the “M&E Term Loan Facility”) and (iii) a term loan B facility in an aggregate principal amount of up
to $15.0 million (the “Term Loan B Facility”). On August 16, 2022, the Company fully repaid the Term Loan B Facility and M&E Term Loan Facility, making
principal payments totaling $12.4 million and $1.5 million, respectively. On May 31, 2023, the Company extinguished the Eclipse Revolving Credit Facility and
Eclipse M&E Term Loan Facility, paying the remaining principal amount of $8.4 million to extinguish the debt, using
40
funds from the Wells Fargo Revolving Credit Facility. The Company recognized a loss on the retirement of debt of $2.4 million in connection with the initiation of the
Wells Fargo Revolving Credit Facility.
Secured Promissory Note
On July 8, 2021, the Company acquired the assets of PerfX Wireline Services (“PerfX”), a provider of wireline services that operated in Williston, North
Dakota and Midland, Texas. In connection with the PerfX acquisition, Bravo Wireline, LLC, a wholly owned subsidiary of Ranger, entered into a secured promissory
note with Chief Investments, LLC, as administrative agent, for the financing of certain assets acquired. On May 31, 2023, the Company made principal payments
totaling $5.4 million to extinguish the debt, using funds from the Wells Fargo Revolving Credit Facility.
Other Installment Purchases
During the year ended December 31, 2021, the Company entered into various Installment and Security Agreements (collectively, the “Installment
Agreements”) in connection with the purchase of certain ancillary equipment, where such assets are being held as collateral. During the years ended December 31,
2024 and 2023, the Company paid down the Installment Agreements by $0.1 million and $0.4 million, respectively. As of the year ended December 31, 2024, the
Company had fully paid the Installment Agreements.
Capital Returns Program
On March 7, 2023, the Company announced a share repurchase program authorizing the Company to purchase up to $35 million of Class A Common Stock that
could be utilized for up to 36 months. On March 4, 2024, the Company announced that its Board of Directors approved for additional share repurchases of $50.0
million, bringing the total share repurchase program authorization to $85.0 million in aggregate value.
In 2023, the Board of Directors approved the initiation a quarterly dividend of $0.05 per share. The Company believes that a share repurchase and dividend
framework provides the best overall value creation potential for investors. The Company paid dividend distributions totaling $4.5 million and $2.4 million to
stockholders for the year ended December 31, 2024 and 2023, respectively. The declaration of any future dividends is subject to the Board of Directors’ discretion and
approval.
Critical Accounting Estimates and Policies
Our financial statements are prepared in accordance with U.S. GAAP. In connection with preparing our financial statements, we are required to make
assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expense and the related disclosures.
We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time we
prepare our Consolidated Financial Statements. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that
our Consolidated Financial Statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined
with certainty, actual results could differ materially from our assumptions and estimates.
Our significant accounting policies are discussed in our audited Consolidated Financial Statements included elsewhere in this Annual Report. Management
believes that the following accounting estimates are those most critical to fully understanding and evaluating our reported financial results, and they require
management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain.
Property and Equipment
Policy description
Property and equipment is stated at cost or estimated fair market value at the acquisition date less accumulated depreciation. Depreciation is charged to expense
on the straight‑line basis over the estimated useful life of each asset, with estimated useful lives reviewed by management on an annual basis. Expenditures for major
renewals and betterments are capitalized while expenditures for maintenance and repairs are charged to expenses as incurred. Assets under finance lease obligations
and leasehold improvements are amortized over the shorter of the lease term or their respective estimated useful lives. Depreciation does not begin until property and
equipment is placed in service. Once placed in service, depreciation on property and equipment continues while being repaired, refurbished or between periods of
deployment.
Judgments and assumptions
Accounting for our property and equipment requires us to estimate the expected useful lives of our fleet and related equipment and any related salvage value.
The range of estimated useful lives is based on overall size and specifications of the fleet, expected utilization along with continuous repairs and maintenance that
may or may not extend the estimated useful
41
lives. To the extent the expenditures extends the expected useful life, these expenditures are capitalized and depreciated over the extended useful life.
Assets Acquired and Liabilities Assumed in Business Combinations
Policy description
The Company accounts for its business combinations under the provisions of Accounting Standards Codification Topic 805-10, Business Combinations ("ASC
805-10"), which requires that the purchase method of accounting be used for all business combinations. Assets acquired and liabilities assumed are recorded at the
date of acquisition at their respective fair values. For transactions that are business combinations, the Company evaluates the existence of goodwill. Goodwill
represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. ASC 805-10 also specifies
criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill. Acquisition-related expenses are
recognized separately from the business combinations and are expensed as incurred.
Judgments and assumptions
The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed are based on various assumptions and valuation
methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates and the number of years on which
to base the cash flow projections, as well as other assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates
based on the risk inherent in the acquired assets, specific risks, industry beta and capital structure of guideline companies. The valuation of an acquired business is
based on available information at the acquisition date and assumptions that are believed to be reasonable. However, a change in facts and circumstances as of the
acquisition date can result in subsequent adjustments during the measurement period, but no later than one year from the acquisition date.
Long‑lived Asset Impairment
Policy description
We evaluate the recoverability of the carrying value of long‑lived assets, including property and equipment and intangible assets, whenever events or
circumstances indicate the carrying amount may not be recoverable. If a long‑lived asset is tested for recoverability and the undiscounted estimated future cash flows
expected to result from the use and eventual disposition of the asset is less than the carrying amount of the asset, the asset cost is adjusted to fair value and an
impairment loss is recognized as the amount by which the carrying amount of a long‑lived asset exceeds its fair value.
Judgments and assumptions
Our impairment analysis requires us to apply judgment in identifying impairment indicators and estimating future undiscounted cash flows of our fleets. If
actual results are not consistent with our assumptions and estimates or our assumptions and estimates change due to new information, we may be exposed to an
impairment charge. Key assumptions used to determine the undiscounted future cash flows include estimates of future fleet utilization and demands based on our
assumptions around future commodity prices and capital expenditures of our customers.
Income Taxes
Policy description
The Company provides for income tax expense based on the liability method of accounting for income taxes. Deferred tax assets and liabilities are recorded
based upon differences between the tax basis of assets and liabilities and their carrying values for financial reporting purposes and are measured using the enacted tax
rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when it is more likely than not that some portion
or all of the deferred tax assets will not be realized. A release of a valuation allowance would result in the recognition of an increase in deferred tax assets and an
income tax benefit in the period in which the release occurs, although the exact timing and amount of the release is subject to change based on numerous factors,
including our projections of future taxable income, which we continue to assess based on available information each reporting period.
Judgments and assumptions
The establishment of a valuation allowance requires significant judgment and is impacted by various estimates. Both positive and negative evidence, as well as
the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. Under
U.S. GAAP, the valuation allowance is recorded to reduce the Company’s deferred tax assets to an amount that is more likely than not to be realized and is based
42
upon the uncertainty of the realization of certain federal and state deferred tax assets related to net operating loss carryforwards and other tax attributes.
Equity‑Based Compensation
Policy description
We record equity‑based payments at fair value on the date of the grant, and expense the value of these awards in compensation expense over the applicable
vesting periods.
Judgments and assumptions
We estimate the fair value of our performance stock units using an option pricing model that includes certain assumptions, such as volatility, dividend yield and
the risk-free interest rate. Changes in these assumptions could change the fair value of our unit-based awards and associated compensation expense in our
consolidated statements of operations.
Recent Accounting Pronouncements
For information regarding new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements, please refer
to Recent Accounting Pronouncements included in “Part II, Item 8. Financial Statements and Supplementary Data—Note 2 — Summary of Significant Accounting
Policies”
Smaller Reporting Company Status
The Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act. Smaller reporting company means an issuer that is not an
investment company, an asset-back issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that (i) has a market value of
common stock held by non-affiliates of less than $250 million; or (i) has annual revenue of less than $100 million and either no common stock held by non-affiliates
or a market value of common stock held by non-affiliates of less than $700 million. Smaller reporting company status is determined on an annual basis.
Item 7A. Quantitative and Qualitative Disclosures about Market Risks
The demand, pricing and terms for oil and natural gas services provided by us are largely dependent upon the level of activity for the U.S. oil and natural gas
industry. Industry conditions are influenced by numerous factors over which we have no control, including, but not limited to: the supply of and demand for oil and
natural gas; the level of prices, and expectations about future prices of oil and natural gas; the cost of exploring for, developing, producing and delivering oil and
natural gas; the expected rates of declining current production; the discovery rates of new oil and natural gas reserves; available pipeline and other transportation
capacity; weather conditions; domestic and worldwide economic conditions; political instability in oil‑producing countries; environmental regulations; technical
advances affecting energy consumption; the price and availability of alternative fuels; the ability of oil and natural gas producers to raise equity capital and debt
financing; and merger and divestiture activity among oil and natural gas producers.
Interest Rate Risk
We are exposed to interest rate risk, primarily associated with our Wells Fargo Revolving Credit Facility, to fund operations. As of December 31, 2024, the
Company did not have any borrowings under the Wells Fargo Revolving Credit Facility and therefore a hypothetical 1.0% increase or decrease in the weighted
average interest rate would increase or decrease interest expense by less than $0.1 million per year. We do not currently hedge our interest rate exposure. We do not
engage in derivative transactions for speculative or trading purposes.
Credit Risk
The majority of our trade receivables have payment terms of 30 days or less. As of December 31, 2024, the top three trade net receivable balances represented
31%, 20% and 8%, respectively, of consolidated accounts receivable. Within our High Specification Rig segment, the top three net trade receivable balances
represented 40%, 24% and 10%, respectively, of total High Specification Rig net accounts receivable. Within our Wireline Services segment, the top three net trade
receivable balances represented 27%, 13% and 13%, respectively, of total Wireline Services net accounts receivable. Within our Processing Solutions and Ancillary
Services segment, the top three trade receivable balances represented 21%, 10% and 10%, respectively, of total Processing Solutions and Ancillary Services net
accounts receivable. We mitigate the associated credit risk by performing credit evaluations and monitoring the payment patterns of our customers.
43
Commodity Price Risk
The market for our services is indirectly exposed to fluctuations in the prices of oil and natural gas to the extent such fluctuations impact the activity levels of
our E&P customers. Any prolonged substantial reduction in oil and natural gas prices would likely affect oil and natural gas production levels and therefore affect
demand for our services. We do not currently intend to hedge our indirect exposure to commodity price risk.
44
Item 8. Financial Statements and Supplementary Data
RANGER ENERGY SERVICES, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Grant Thornton, LLP; Houston, Texas; PCAOB ID #248)
46
CONSOLIDATED BALANCE SHEETS
48
CONSOLIDATED STATEMENTS OF OPERATIONS
49
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
50
CONSOLIDATED STATEMENTS OF CASH FLOWS
51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1—Organization and Business Operations
52
Note 2—Summary of Significant Accounting Policies
52
Note 3—Assets Held for Sale
56
Note 4—Property and Equipment
57
Note 5—Intangible Assets
57
Note 6—Accrued Expenses
58
Note 7—Leases
58
Note 8—Other Finance Leases
59
Note 9—Debt
60
Note 10—Equity
61
Note 11—Risk Concentrations
63
Note 12—Income Taxes
64
Note 13—Earnings per Share
66
Note 14—Commitments and Contingencies
66
Note 15—Related Party Transactions
66
Note 16—Segment Reporting
68
Note 17—Subsequent Events
70
45
Report of Independent Registered Public Accounting Firm
To the Board of Directors and the Stockholders of
Ranger Energy Services, Inc.
Houston, Texas
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Ranger Energy Services, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of
December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years ended December 31,
2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the two years ended
December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal
control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 4, 2025 expressed an unqualified opinion.
Change in accounting principle
As discussed in Note 2 to the consolidated financial statements, the Company has adopted new accounting guidance in 2024 related to the disclosure of segment
information in accordance with ASU 2023-07, Segment Reporting (Topic 280). The adoption was retrospectively applied to 2023.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to
the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to
assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our
especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
46
/s/ Grant Thornton, LLP
We have served as the Company’s auditor since 2023.
Houston, Texas
March 4, 2025
47
RANGER ENERGY SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share amounts)
December 31,
2024
2023
Assets
Cash and cash equivalents
$
40.9
$
15.7
Accounts receivable, net
68.4
85.4
Contract assets
16.7
17.7
Inventory
5.7
6.4
Prepaid expenses
11.4
9.6
Assets held for sale
0.8
0.6
Total current assets
143.9
135.4
Property and equipment, net
224.3
226.3
Intangible assets, net
5.6
6.3
Operating leases, right-of-use assets
7.0
9.0
Other assets
0.8
1.0
Total assets
$
381.6
$
378.0
Liabilities and Stockholders' Equity
Accounts payable
$
27.2
$
31.3
Accrued expenses
28.2
29.6
Other financing liability, current portion
0.7
0.6
Long-term debt, current portion
—
0.1
Short-term lease liability
8.7
7.3
Other current liabilities
0.4
0.1
Total current liabilities
65.2
69.0
Long-term lease liability
14.1
14.9
Other financing liability
10.3
11.0
Deferred tax liability
18.2
11.3
Total liabilities
107.8
106.2
Commitments and contingencies (Note 14)
Stockholders' equity
Preferred stock, $0.01 per share; 50,000,000 shares authorized; no Series A shares issued and outstanding as of December
31, 2024 and 2023
—
—
Class A Common Stock, $0.01 par value, 100,000,000 shares authorized; 26,130,574 shares issued and 22,252,946 shares
outstanding as of December 31, 2024; 25,756,017 shares issued and 23,398,689 shares outstanding as of December 31,
2023
0.3
0.3
Class B Common Stock, $0.01 par value, 100,000,000 shares authorized; no shares issued or outstanding as of December
31, 2024 and 2023
—
—
Less: Class A Common Stock held in treasury at cost; 3,877,628 treasury shares as of December 31, 2024 and 2,357,328
treasury shares as of December 31, 2023
(38.6)
(23.1)
Retained earnings
42.2
28.4
Additional paid-in capital
269.9
266.2
Total stockholders' equity
273.8
271.8
Total liabilities and stockholders' equity
$
381.6
$
378.0
The accompanying notes are an integral part of these Consolidated Financial Statements.
48
RANGER ENERGY SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except share and per share amounts)
Years Ended December 31,
2024
2023
Revenue
High Specification Rigs
$
336.1
$
313.3
Wireline Services
110.2
199.1
Processing Solutions and Ancillary Services
124.8
124.2
Total revenue
571.1
636.6
Operating expenses
Cost of services (exclusive of depreciation and amortization):
High Specification Rigs
267.1
249.2
Wireline Services
107.3
180.7
Processing Solutions and Ancillary Services
98.4
101.8
Total cost of services
472.8
531.7
General and administrative
27.8
29.5
Depreciation and amortization
44.1
39.9
Impairment of fixed assets
—
0.4
Gain on sale of assets
(2.2)
(1.8)
Total operating expenses
542.5
599.7
Operating income
28.6
36.9
Other expenses
Interest expense, net
2.6
3.5
Loss on debt retirement
—
2.4
Total other expenses
2.6
5.9
Income before income tax expense
26.0
31.0
Income tax expense
7.6
7.2
Net income
18.4
23.8
Income per common share
Basic
$
0.82
$
0.97
Diluted
$
0.81
$
0.95
Weighted average common shares outstanding
Basic
22,518,726
24,600,151
Diluted
22,852,632
24,991,494
The accompanying notes are an integral part of these Consolidated Financial Statements.
49
RANGER ENERGY SERVICES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(in millions, except shares)
Years Ended December 31,
2024
2023
2024
2023
Quantity
Amount
Shares, Class A Common Stock
Balance, beginning of year
25,756,017
25,446,292
$
0.3
$
0.3
Issuance of shares under share-based compensation plans
535,925
403,034
—
—
Shares withheld for taxes on equity transactions
(161,368)
(93,309)
—
—
Balance, end of year
26,130,574
25,756,017
$
0.3
$
0.3
Treasury Stock
Balance, beginning of year
(2,357,328)
(551,828)
$
(23.1)
$
(3.8)
Repurchase of Class A Common Stock
(1,520,300)
(1,805,500)
$
(15.5)
$
(19.3)
Balance, end of year
(3,877,628)
(2,357,328)
$
(38.6)
$
(23.1)
Retained earnings
Balance, beginning of year
$
28.4
$
7.1
Net income
18.4
23.8
Dividends declared
(4.6)
(2.5)
Balance, end of year
$
42.2
$
28.4
Additional paid-in capital
Balance, beginning of year
$
266.2
$
262.6
Equity based compensation
5.5
4.6
Shares withheld for taxes on equity transactions
(1.8)
(1.0)
Balance, end of year
$
269.9
$
266.2
Total stockholder’s equity
Balance, beginning of year
$
271.8
$
266.2
Net income
18.4
23.8
Dividends declared
(4.6)
(2.5)
Equity based compensation
5.5
4.6
Shares withheld for taxes on equity transactions
(1.8)
(1.0)
Repurchase of Class A Common Stock
(15.5)
(19.3)
Balance, end of year
$
273.8
$
271.8
The accompanying notes are an integral part of these Consolidated Financial Statements.
50
RANGER ENERGY SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Years Ended December 31,
2024
2023
Cash Flows from Operating Activities
Net income
$
18.4
$
23.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
44.1
39.9
Equity based compensation
5.8
4.8
Gain on disposal of property and equipment
(2.2)
(1.8)
Impairment of fixed assets
—
0.4
Deferred income tax expense
6.9
6.6
Loss on debt retirement
—
2.4
Other expense, net
1.3
2.3
Changes in operating assets and liabilities
Accounts receivable
16.7
5.3
Contract assets
1.0
9.2
Inventory
0.4
(0.9)
Prepaid expenses and other current assets
(1.8)
(0.4)
Other assets
2.1
2.1
Accounts payable
(3.7)
6.6
Accrued expenses
(2.4)
(7.2)
Other current liabilities
(2.6)
0.3
Other long-term liabilities
0.5
(2.6)
Net cash provided by operating activities
84.5
90.8
Cash Flows from Investing Activities
Purchase of property and equipment
(34.1)
(36.5)
Proceeds from disposal of property and equipment
3.0
6.8
Net cash used in investing activities
(31.1)
(29.7)
Cash Flows from Financing Activities
Borrowings under Revolving Credit Facility
27.3
325.2
Principal payments on Revolving Credit Facility
(27.3)
(327.7)
Principal payments on Eclipse M&E Term Loan Facility
—
(10.4)
Principal payments on Secured Promissory Note
—
(6.2)
Payments on Other Installment Purchases
(0.1)
(0.4)
Principal payments on financing lease obligations
(5.7)
(5.4)
Principal payments on other financing liabilities
(0.6)
(0.8)
Shares withheld for equity compensation
(1.8)
(1.0)
Dividends paid to Class A Common Stock stockholders
(4.5)
(2.4)
Repurchase of Class A Common Stock
(15.5)
(19.3)
Deferred financing costs on Wells Fargo Revolving Credit Facility
—
(0.7)
Net cash used in financing activities
(28.2)
(49.1)
Increase in Cash and Cash equivalents
25.2
12.0
Cash and Cash Equivalents, Beginning of Year
15.7
3.7
Cash and Cash Equivalents, End of Year
$
40.9
$
15.7
Supplemental Cash Flow Information
Interest paid
$
2.0
$
1.4
Supplemental Disclosure of Non-cash Investing and Financing Activities
Capital expenditures included in accounts payable and accrued liabilities
$
0.4
$
(0.5)
Additions to fixed assets through installment purchases and financing leases
$
(8.6)
$
(10.0)
Additions to fixed assets through asset trades
$
(4.6)
$
(1.1)
The accompanying notes are an integral part of these Consolidated Financial Statements.
51
RANGER ENERGY SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Organization and Business Operations
Business
Ranger Energy Services, Inc. (“Ranger, Inc.,” “Ranger,” “we,” “us,” “our” or the “Company”) is a provider of onshore high specification well service rigs,
wireline services, and additional processing solutions and ancillary services in the U.S. The Company provides an extensive range of well site services to leading U.S.
E&P companies that are fundamental to establishing and maintaining the flow of oil and natural gas throughout the productive life of a well.
Our service offerings consist of well completion support, workover, well maintenance, wireline, and other complementary services, as well as installation,
commissioning and operating of modular equipment, which are conducted in three reportable segments, as follows:
•
High Specification Rigs. Provides high specification well service rigs and complementary equipment and services to facilitate operations throughout the
lifecycle of a well.
•
Wireline Services. Provides services necessary to bring and maintain a well on production and consists of our completion, production and pump down
lines.
•
Processing Solutions and Ancillary Services. Provides complimentary services often utilized in conjunction with our High Specification Rigs and
Wireline Services segments. These services include equipment rentals, plug and abandonment, logistics, coil tubing, and processing solutions.
The Company’s operations take place in most of the active oil and natural gas basins in the U.S., including the Permian Basin, Denver-Julesburg Basin, Bakken
Shale, Eagle Ford Shale, Haynesville, Gulf Coast, South Central Oklahoma Oil Province and Sooner Trend, Anadarko Basin, and Canadian and Kingfisher Counties
plays.
Organization
Ranger Inc. was incorporated as a Delaware corporation in February 2017. In conjunction with the initial public offering of Class A Common Stock, par value
$0.01 per share (“Class A Common Stock”), which closed on August 16, 2017 (the “Offering”), and the corporate reorganization Ranger Inc. underwent in connection
with the Offering, Ranger Inc. became a holding company, and its sole material assets consist of membership interests in RNGR Energy Services, LLC, a Delaware
limited liability company (“Ranger LLC”). Ranger LLC owns all of the outstanding equity interests in Ranger Energy Services, LLC (“Ranger Services”) and Torrent
Energy Services, LLC (“Torrent Services”), and the other subsidiaries through which it operates its assets. Ranger LLC is the sole managing member of
Ranger Services and Torrent Services, and is responsible for all operational, management and administrative decisions relating to Ranger Services, its subsidiaries,
and Torrent Services’ business and consolidates the financial results of Ranger Services, its subsidiaries, and Torrent Services.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying audited Consolidated Financial Statements of the Company have been prepared in accordance with U.S. GAAP and pursuant to the rules
and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all material adjustments, which are of a normal and
recurring nature, necessary for the fair presentation of the financial results for all periods presented have been reflected. All intercompany balances and transactions
have been eliminated.
Use of Estimates
The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported
amounts of revenue and expenses during the reporting period. Management uses historical and other pertinent information to determine these estimates. Actual results
could differ from such estimates.
Areas where critical accounting estimates are made by management include:
•
Depreciation and amortization of property and equipment and intangible assets;
52
•
Assets acquired and liabilities assumed in business combinations;
•
Impairment of property and equipment and intangible assets;
•
Income taxes; and
•
Equity-based compensation.
Significant Accounting Policies
Cash and Cash Equivalents
All highly liquid investments with an original maturity of three months or less are considered cash equivalents. The Company maintains its cash accounts in
financial institutions that are insured by the Federal Deposit Insurance Corporation. From time to time, cash balances may exceed the insured amounts, however, the
Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risks.
Accounts Receivable, net
Accounts receivable, net are stated at the amount management expects to collect from outstanding balances. Before extending credit, the Company reviews a
customer’s credit history and generally does not require collateral from its customers. The allowance for credit losses is established as losses are estimated and are
recorded through a provision for bad debts. Losses are charged against the allowance when management believes the uncollectibility of a receivable is confirmed.
Subsequent recoveries, if any, are credited to the allowance. The allowance for credit losses is evaluated on a regular basis by management and based on past
experience and other factors, which, in management’s judgment, deserve current recognition in estimating possible bad debts. Such factors include growth and
composition of accounts receivable, the relationship of the allowance for credit losses to accounts receivable and current economic conditions. The balance of
allowance for credit losses was $1.2 million and $3.8 million for the years ended December 31, 2024 and 2023, respectively. The allowance for credit losses recorded
for the years ended December 31, 2024 and 2023 was $0.2 million and $0.9 million, respectively.
Balance at
Beginning of Year
Charged to
Operations
Written Off
Balance at End of
Year
Allowance for Credit Losses
2024
$
3.8
$
0.2
$
(2.8)
$
1.2
2023
$
3.0
$
0.9
$
(0.1)
$
3.8
Inventories
Inventories are carried at the lower of cost or net realizable value and primarily consists of supplies held for the Wireline Services segment. The Company
accounts for inventory using the weighted average cost method.
Leases
Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease
payments arising from the lease, discounted at an annual incremental borrowing rate (“IBR”). ROU assets and liabilities are recognized at commencement date based
on the present value of lease payments over the lease term. Variable lease payments are excluded from the ROU asset and lease liabilities and are recognized in the
period in which the obligation for those payments is incurred. For certain leases, where variable lease payments are incurred and relate primarily to common area
maintenance, in substance fixed payments are included in the ROU asset and lease liability. For those leases that do not provide an implicit rate, we use an IBR based
on the estimated rate of interest for a fully collateralized, fully amortizing loan over a similar term of the lease payments at commencement date. ROU assets also
include any lease payments made and exclude lease incentives. Lease terms do not include options to extend or terminate the lease, as management does not consider
them reasonably certain to exercise at this time. Leases with terms of 12 months or less are considered short-term leases and therefore payments are recorded as an
expense on a straight-line basis over the lease term. Any lease and non-components are combined.
Operating Leases
The Company enters into operating leases, primarily for real estate, with terms that vary from less than 12 months to nine years, where certain of the leases
contain escalation clauses. The operating leases are included in Short-term lease liability and Long-term lease liability in the Consolidated Balance Sheets. Lease costs
associated with our yards and field offices are included in Cost of Services and our executive offices are included in General and Administrative expenses in the
Consolidated Statements of Operations.
53
Finance Leases
The Company enters into lease arrangements for certain equipment, which are considered finance leases and generally have a term of three to five years. The
assets and liabilities under finance leases are recorded at the lower of present value of the minimum lease payments or the fair value of the assets. The assets are
amortized over the shorter of the estimated useful lives or over the lease term. The finance leases are included in Property and equipment, net, Short-term lease
liability and Long-term lease liability in our Consolidated Balance Sheets.
Property and Equipment, net
Property and equipment is stated at cost or estimated fair market value at the acquisition date less accumulated depreciation. Depreciation is charged to expense
on the straight‑line basis over the estimated useful life of each asset. Expenditures for major renewals and betterments are capitalized while expenditures for
maintenance and repairs are charged to expenses as incurred. Depreciation does not begin until property and equipment is placed in service. Once placed in service,
depreciation on property and equipment continues while being repaired, refurbished or between periods of deployment.
Long‑Lived Asset Impairment
The Company evaluates the recoverability of the carrying value of long‑lived assets, including property and equipment and intangible assets, whenever events
or circumstances indicate the carrying amount may not be recoverable. If a long‑lived asset is tested for recoverability and the undiscounted estimated future cash
flows expected to result from the use and eventual disposition of the asset is less than the carrying amount of the asset, the asset cost is adjusted to fair value and an
impairment loss is recognized as the amount by which the carrying amount of a long‑lived asset exceeds its fair value.
Intangible Assets
Identified intangible assets with determinable lives consist of customer relationships. Customer relationships are straight-line amortized over their estimated
useful lives.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. In valuing
certain assets and liabilities, the inputs used to measure fair value may fall into different levels of the fair value hierarchy, which are summarized, as follows:
Level 1—Quoted prices in active markets for identical assets and liabilities.
Level 2—Other significant observable inputs.
Level 3—Significant unobservable inputs.
The Company’s financial instruments consist of cash and cash equivalents, accounts receivables and accounts payables and debt. The fair value of cash and
cash equivalents, accounts receivables and accounts payables, which are determined to be Level 1 measurements, approximate fair value due to the short‑term nature
of these instruments. The carrying value reported for debt approximates fair value because the underlying instruments are at interest rates which approximate current
market rates and is considered Level 3 in the fair value hierarchy The Company did not have any assets or liabilities that were measured at fair value on a recurring
basis at December 31, 2024 and 2023.
Revenue Recognition
In determining the appropriate amount of revenue to be recognized as the Company fulfills the obligations under its contracts with customers, the following
steps must be performed at contract inception: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or
services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the
constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when, or as the Company
satisfies each performance obligation.
The services of each segment are based on mutually agreed upon pricing with the customer prior to the services being performed and, given the nature of the
services, do not include any warranty or right of return. Pricing for services are offered at hourly or daily rates, where the rates are, in part, determined by when
services are performed and the nature of the specific job, with consideration for the extent of equipment, labor and consumables needed. Accordingly, the agreed-upon
pricing is considered to be variable consideration. Pricing for equipment rentals is based on fixed monthly service fees.
54
We satisfy our performance obligation over time as the services are performed. The Company believes the output method is a reasonable measure of progress
for the satisfaction of our performance obligations, which are satisfied over time, as it provides a faithful depiction of (i) our performance toward complete
satisfaction of the performance obligation under the contract and (ii) the value transferred to the customer of the services performed under the contract. The Company
elected the “right to invoice” practical expedient for recognizing revenue. The Company invoices customers upon completion of the specified services and collection
generally occurs within the payment terms agreed upon with customers. Accordingly, there is no financing component to our arrangements with customers.
The Company will periodically incur costs to fulfill contracts with customers and will defer such costs over the earlier of 12 months or the estimated number of
months in which they are expected to be consumed. The deferred costs are included within Prepaid expenses on the Consolidated Balance Sheets as of December 31,
2024 and 2023. During the years ended December 31, 2024 and 2023, the Company recognized deferred expenses of $2.0 million and $0.8 million, respectively.
All revenue transactions are presented on a net of sales tax in the Consolidated Statements of Operations.
Contract Balances
Contract assets representing the Company’s rights to consideration for work completed but not billed amounted to $16.7 million and $17.7 million as of
December 31, 2024 and 2023, respectively. Substantially all of the contract assets as of December 31, 2024 and 2023 were invoiced during the subsequent periods.
The Company does not have any contract liabilities included in the Consolidated Balance Sheets as of December 31, 2024 and 2023.
Income Taxes
The Company provides for income tax expense based on the liability method of accounting for income taxes. Deferred tax assets and liabilities are recorded
based upon differences between the tax basis of assets and liabilities and their carrying values for financial reporting purposes and are measured using the enacted tax
rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when it is more likely than not that some portion
or all of the deferred tax assets will not be realized. The establishment of a valuation allowance requires significant judgment and is impacted by various estimates.
Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a
valuation allowance on deferred tax assets. Under U.S. GAAP, the valuation allowance is recorded to reduce the Company’s deferred tax assets to an amount that is
more likely than not to be realized and is based upon the uncertainty of the realization of certain federal and state deferred tax assets related to net operating loss
carryforwards and other tax attributes. The ultimate realization of the deferred tax assets depends on the generation of sufficient taxable income.
As the Company continues to experience increasing profits and no longer has a trailing 3-year cumulative taxable loss, we currently believe that it is more
likely than not that we will fully utilize all deferred tax assets including those associated with the net operating loss carry-forward. Accordingly, the Company released
all valuation allowances of $1.7 million previously recorded resulting in a discrete tax benefit for the year ended December 31, 2023. Deferred tax expense or benefit
is the result of changes in deferred tax assets and liabilities and associated valuation allowances during the period. The impact of an uncertain tax position taken or
expected to be taken on an income tax return is recognized in the financial statements at the largest amount that is more likely than not to be sustained upon
examination by the relevant taxing authority.
The income tax provision reflects the full benefit of all positions that have been taken in the Company's income tax returns, except to the extent that such
positions are uncertain and fall below the recognition requirements. In the event that the Company determines that a tax position meets the uncertainty criteria, an
additional liability or benefit will result. The amount of unrecognized tax benefit requires management to make significant assumptions about the expected outcomes
of certain tax positions included in filed or yet to be filed tax returns. As of December 31, 2024 and 2023, the Company did not have any uncertain tax positions. The
Company is subject to income taxes in the United States and in numerous state tax jurisdictions. The Company’s tax filings for 2024, 2023, 2022 and 2021 are subject
to audit by the federal and state taxing authorities in most jurisdictions where we conduct business. None of the Company’s federal or state tax returns are currently
under examination. In the event our tax filings are audited, we may be subject to assessments of additional taxes that are resolved with the authorities or through the
courts.
Equity-Based Compensation
The Consolidated Financial Statements reflect various equity-based compensation awards granted by Ranger Inc. These awards include restricted stock awards,
restricted stock units, restricted cash units, and performance-based restricted stock units. The Company recognizes compensation expense related to equity-based
awards based on the estimated fair value
55
of the awards on the date of grant. The fair value of the equity-based awards on the grant date is generally recognized on a straight-line basis over the requisite service
period, which is generally the vesting period of the respective award, with an offsetting credit to a share-based liability. The fair value of the restricted stock awards
and restricted stock units are estimated using the market price of the Company’s shares on the grant date. The fair value of the performance stock units are estimated
using an option pricing model that includes certain assumptions, such as volatility, dividend yield and the risk-free interest rate. Changes in these assumptions could
change the fair value of our unit-based awards and associated compensation expense in our Consolidated Statements of Operations. Forfeitures of all equity-based
compensation are recognized as they occur.
New Accounting Pronouncements
Recently adopted accounting standards
In November 2023, the FASB issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures” (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant
segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15,
2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment
expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of
adoption. The Company adopted this standard on December 31, 2024 within “Part II, Item 8. Financial Statements and Supplementary Data—Note 16 — Segment
Reporting.”
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”
(“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or
loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from
continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state
and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual
financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application
is permitted. The Company adopted this standard on a prospective basis on December 31, 2024 within “Part II, Item 8. Financial Statements and Supplementary Data
—Note 12 — Income Taxes.”
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). The guidance in ASU 2024-03 requires public
business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of
inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are
included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15,
2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods
presented in the financial statements. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and
related disclosures.
Note 3 — Assets Held for Sale
Assets held for sale include the net book value of assets the Company plans to sell within the next 12 months and are primarily related to excess non-working
assets. Long-lived assets that meet the held for sale criteria are held for sale and reported at the lower of their carrying value or fair value less estimated costs to sell.
As of December 31, 2024, the Company classified $0.8 million of rigs within our High Specification Rigs segment as held for sale as they are being actively
marketed.
For the year ended December 31, 2023, the Company classified $0.6 million of land and buildings within our High Specification Rigs segment as held for sale as
they were being actively marketed. As of December 31, 2024, the Company had sold this land and buildings and recognized a gain on the sale of $0.2 million, which
is included in the Gain on sale of assets on the Consolidated Statements of Operations.
56
For the years ended December 31, 2024 and 2023, the Company recognized a gain on sale of assets of $2.2 million and $1.8 million, respectively, which is
shown on the Consolidated Statements of Operations.
Note 4 — Property and Equipment, Net
Property and equipment include the following (in millions):
Estimated
Useful Life
December 31,
(Years)
2024
2023
High Specification Rigs
15
$
150.2
$
138.4
Machinery and equipment
3 - 30
216.0
189.2
Vehicles
3 - 15
55.1
53.8
Other property and equipment
5 - 25
21.4
19.9
Property and equipment
442.7
401.3
Less: accumulated depreciation
(229.0)
(196.6)
Construction in progress
10.6
21.6
Property and equipment, net
$
224.3
$
226.3
On August 9, 2023, pursuant to an asset purchase agreement dated August 4, 2023, the Company acquired certain fixed assets from Pegaso Energy Services, LLC
(“Pegaso acquisition”) for consideration of $7.3 million paid in cash. The fixed assets acquired from Pegaso were primarily engaged in pump down services for its
customers. Under ASC 805 Business Combination, the Company accounted for the Pegaso acquisition as an asset acquisition. The consideration paid is similar to the
fair value of the assets acquired and the Company allocated the consideration paid to each of the assets following the cost accumulation model.
Depreciation expense was $43.4 million and $39.2 million for the years ended December 31, 2024 and 2023, respectively. The Company had assets under finance
leases of $15.2 million and $12.4 million for the years ended December 31, 2024 and 2023, respectively. The Company reclassified $0.8 million and $0.6 million of
property and equipment to Assets held for sale for the years ended December 31, 2024 and 2023, respectively.
Impairment expense on fixed assets consists of non-cash impairment charges relating to long-lived assets. Impairments are determined using management’s
judgment about our anticipated ability to continue to use fixed assets in-service and under development, current economic and market conditions and their effects
based on information available as of the date of these financial statements. During the year ended December 31, 2023, the Company recognized a fixed assets
impairment charge of $0.4 million to reduce the carrying value of the property to estimated net realizable value.
Note 5 — Intangible Assets, Net
Definite lived intangible assets are comprised of the following (in millions):
Estimated
Useful Life
December 31,
(Years)
2024
2023
Customer relationships
10-18
$
11.4
$
11.4
Less: accumulated amortization
(5.8)
(5.1)
Intangible assets, net
$
5.6
$
6.3
Amortization expense was $0.7 million for each of the years ended December 31, 2024 and 2023. Amortization expense for the future periods is expected to be
as follows (in millions):
For the years ending December 31,
Amount
2025
$
0.7
2026
0.7
2027
0.7
2028
0.5
2029
0.5
Thereafter
2.5
Total
$
5.6
57
Note 6 — Accrued Expenses
Accrued expenses are comprised of the following (in millions):
December 31,
2024
2023
Accrued payables
$
7.7
$
13.0
Accrued compensation
15.6
13.7
Accrued taxes
2.2
1.7
Accrued insurance
2.7
1.2
Accrued expenses
$
28.2
$
29.6
Note 7 — Leases
Operating Leases
The Company has operating leases, primarily for real estate and equipment, with terms that vary from one to nine years, included in operating lease costs in the
table below. The operating leases are included in Short-term lease liability and Long-term lease liability in the Consolidated Balance Sheets.
Lease costs associated with yard and field offices are included in cost of services and executive offices are included in general and administrative costs in the
Consolidated Statements of Operations. Lease costs and other information related to operating leases are as follows (in millions):
Years Ended December 31,
2024
2023
Short-term lease costs
$
12.8
$
16.6
Operating lease cost
$
3.2
$
3.2
Operating cash outflows from operating leases
$
3.3
$
3.1
Weighted average remaining lease term
2.7 years
3.5 years
Weighted average discount rate
8.1 %
8.1 %
As of December 31, 2024, aggregate future minimum lease payments under operating leases are as follows (in millions):
For the years ending December 31,
Total
2025
$
3.4
2026
3.0
2027
1.8
2028
0.4
Total future minimum lease payments
8.6
Less: amount representing interest
(0.9)
Present value of future minimum lease payments
7.7
Less: current portion of operating lease obligations
(2.9)
Long-term portion of operating lease obligations
$
4.8
58
Finance Leases
The Company leases certain assets, primarily automobiles, under finance leases with terms that are generally three to five years. The assets and liabilities under
finance leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the assets. The assets are amortized over the shorter of
the estimated useful lives or over the lease term. The finance leases are included in Property and equipment, net, Short-term lease liability and Long-term lease
liability in the Consolidated Balance Sheets.
As of December 31, 2024, lease costs and other information related to finance leases are as follows (in millions):
Years Ended December 31,
2024
2023
Amortization of finance leases
$
5.7
$
4.0
Interest on lease liabilities
$
2.3
$
1.7
Financing cash outflows from finance leases
$
5.7
$
5.4
Weighted average remaining lease term
2.2 years
2.7 years
Weighted average discount rate
6.5 %
5.8 %
As of the December 31, 2024, aggregate future minimum lease payments under finance leases are as follows (in millions):
For the years ending December 31,
2024
2025
$
6.9
2026
5.2
2027
3.9
2028
1.3
Total future minimum lease payments
17.3
Less: amount representing interest and fees
(2.2)
Present value of future minimum lease payments
15.1
Less: current portion of finance lease obligations
(5.8)
Long-term portion of finance lease obligations
$
9.3
Note 8 — Other Financing Liabilities
The Company has sale, lease-back agreements for land and certain other fixed assets with terms that vary from 18 months to 13 years. The sales did not qualify
for sale accounting, therefore these leases were classified as finance leases and no gain or loss was recorded. The net book value of the assets remained in Property
and equipment, net and are depreciating over their original useful lives.
As of the December 31, 2024, aggregate future lease payments of the financing liabilities are as follows (in millions):
For the twelve months ending December 31,
Total
2025
$
0.7
2026
0.7
2027
0.8
2028
0.8
2029
0.9
Thereafter
7.1
Total future minimum lease payments
$
11.0
59
Note 9 — Debt
The aggregate carrying amounts, net of issuance costs, of the Company’s debt consists of the following (in millions):
December 31,
2024
2023
Wells Fargo Revolving Credit Facility
$
—
$
—
EBC Revolving Credit Facility
$
—
$
—
M&E Term Loan Facility, net
—
—
Secured Promissory Note
—
—
Installment Purchases
—
0.1
Total Debt
—
0.1
Current portion of long-term debt
—
(0.1)
Long term-debt, net
$
—
$
—
Wells Fargo Bank, N.A. Credit Agreement
On May 31, 2023, the Company entered into a Credit Agreement with Wells Fargo Bank, N.A., providing the Company with a secured, revolving credit facility
(“Wells Fargo Revolving Credit Facility”) in an aggregate principal amount of up to $75.0 million. Debt under the Credit Agreement is secured by a lien on
substantially all of the Company’s assets. The Company was in compliance with the Credit Agreement covenant by maintaining a fixed charge coverage ratio
(“FCCR”) of greater than 1.0 as of December 31, 2024, which is applicable only under certain borrowing levels.
The Company has up to $5.0 million available under the Wells Fargo Revolving Credit Facility for letters of credit, subject to assignment. At loan origination, the
Company had a Letter of Credit in the amount of $1.6 million, to be utilized for working capital and general corporate purposes, as needed. On September 25, 2023,
the Company entered into an agreement with Wells Fargo Bank, N.A. which designated an additional Letter of Credit in the amount of $1.6 million as part of
incremental collateral requirements for the Company’s 2024 insurance renewal. The initial maturity date was September 25, 2024, with provisions for automatic
annual renewal related to the same insurance policy. On September 25, 2024, the amount of the Letter of Credit was increased to $2.1 million as part of incremental
collateral requirements for the Company’s 2025 insurance renewal, with a new maturity date of September 25, 2025. The interest rate for this Letter of Credit was
approximately 1.8% for the month ended December 31, 2024.
The Wells Fargo Revolving Credit Facility was drawn in part on May 31, 2023, to repay the prior EBC Revolving Credit Facility, M&E Term Loan Facility, and
the secured promissory note, each as described below. The undrawn portion of the Wells Fargo Revolving Credit Facility is available to fund working capital and
other general corporate expenses and for other permitted uses, including the financing of permitted investments and restricted payments, such as dividends and share
repurchases. The Wells Fargo Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts
receivable and unbilled revenue less certain reserves. The Company’s eligible accounts receivable serve as collateral for the borrowings under the Wells Fargo
Revolving Credit Facility, which is scheduled to mature on May 31, 2028. The Wells Fargo Revolving Credit Facility includes an acceleration clause and cash
dominion provisions which under certain circumstances permit the administrative agent to sweep cash daily from certain bank accounts into an account of the
administrative agent to repay the Company’s obligations under the Wells Fargo Revolving Credit Facility. The borrowings of the Wells Fargo Revolving Credit
Facility, therefore, are classified as Long-term debt, current portion on the Consolidated Balance Sheet.
Under the Wells Fargo Revolving Credit Facility, the total loan capacity is $75.0 million, which is based on a borrowing base certificate in effect as of December
31, 2024. On June 17, 2024, the Company entered into the First Amendment to the Wells Fargo Revolving Credit Facility, which allows for a percentage of unbilled
revenue to be included in the calculation of the borrowing base. The Company did not have any borrowings under the Wells Fargo Revolving Credit Facility as of
December 31, 2024. The Company does have a $3.8 million in Letters of Credit open under the facility, leaving a residual $71.2 million available for borrowings as of
December 31, 2024. Borrowings under the Wells Fargo Revolving Credit Facility bear interest at a rate per annum ranging from 1.75% to 2.25% in excess of SOFR
and 0.75% to 1.25% in excess of the Base Rate, dependent on the average excess availability. The weighted average interest rate for the loan was approximately 7.2%
for the year ended December 31, 2024.
60
Eclipse Loan and Security Agreement
On September 27, 2021, the Company entered into a loan and security agreement with EBC and Eclipse Business Capital SPV, LLC, as administrative agent
providing the Company with a senior secured credit facility in an aggregate principal amount of $77.5 million, consisting of (i) a revolving credit facility in an
aggregate principal amount of up to $50.0 million (the “EBC Revolving Credit Facility”), (ii) a machinery and equipment term loan facility in an aggregate principal
amount of up to $12.5 million (the “M&E Term Loan Facility”) and (iii) a term loan B facility in an aggregate principal amount of up to $15.0 million (the “Term
Loan B Facility”). On August 16, 2022, the Company fully repaid the Term Loan B Facility and M&E Term Loan Facility, making principal payments totaling
$12.4 million and $1.5 million, respectively. On May 31, 2023, the Company extinguished the EBC Revolving Credit Facility and M&E Term Loan Facility, paying
the remaining principal amount of $8.4 million to extinguish the debt, using funds from the Wells Fargo Revolving Credit Facility. The Company recognized a loss on
the retirement of debt of $2.4 million in connection with the initiation of the Wells Fargo Revolving Credit Facility.
Secured Promissory Note
On July 8, 2021, the Company acquired the assets of PerfX Wireline Services (“PerfX”), a provider of wireline services that operated in Williston, North
Dakota and Midland, Texas. In connection with the PerfX acquisition, Bravo Wireline, LLC, a wholly owned subsidiary of Ranger, entered into a secured promissory
note with Chief Investments, LLC, for the financing of certain assets acquired. On May 31, 2023, the Company made principal payments totaling $5.4 million to
extinguish the debt, using funds from the Wells Fargo Revolving Credit Facility.
Other Installment Purchases
During the year ended December 31, 2021, the Company entered into various Installment and Security Agreements (collectively, the “Installment
Agreements”) in connection with the purchase of certain ancillary equipment, where such assets are being held as collateral. For the years ended December 31, 2024
and 2023, the Company paid down the Installment Agreements by $0.1 million and $0.4 million, respectively. As the year ended December 31, 2024, the Company
had fully paid the Installment Agreements.
Note 10 — Equity
Class A Common Stock
Equity Based Compensation
Overview
The Company has a Long-Term Incentive Plan (“LTIP”) for executives, employees, consultants and non-employee directors, under which awards can be
granted in the form of stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), restricted cash units (“RCUs”),
performance-based restricted stock units (“PSUs”), dividend equivalents, other stock-based awards, cash awards and substitute awards. Subject to adjustment in
accordance with the terms of the LTIP, 3,850,000 shares of Class A Common Stock have been reserved for issuance pursuant to awards under the LTIP. Class A
Common Stock withheld to satisfy exercise prices or tax withholding obligations will be available for delivery pursuant to other awards. The LTIP will be
administered by the Board of Directors or an alternative committee appointed by the Board of Directors.
RSAs
The Company has granted RSAs, which generally vest in three equal annual installments beginning on the first anniversary date of the grant. The aggregate fair
value of RSAs granted during the years ended December 31, 2024 and 2023 was $3.9 million and $4.7 million, respectively. As of December 31, 2024, there was an
aggregate of $4.4 million of unrecognized expense related to RSAs issued, which is expected to be recognized over a weighted average period of 1.6 years.
61
The following table summarizes the unvested activity for RSAs during the years ended December 31, 2024 and 2023:
Shares
Weighted Average
Grant Date Fair
Value
Weighted Average
Remaining
Vesting Period
Unvested at January 1, 2023
743,024
Granted
436,231
$
10.83
1.9 years
Forfeited
(181,714)
Vested
(381,319)
Unvested at December 31, 2023
616,222
$
10.04
1.5 years
Granted
379,367
$
10.33
2.6 years
Forfeited
(14,058)
Vested
(307,405)
Unvested at December 31, 2024
674,126
$
10.48
1.6 years
RSUs
The Company has granted RSUs to certain non-employee directors, which cliff vest on the first anniversary date of the grant. During the year ended December
31, 2024, the Company granted approximately 47,300 RSUs, with an approximated aggregate value of $0.5 million. As of December 31, 2024, there was an aggregate
$0.3 million of unrecognized expense related to restricted shares issued which is expected to be recognized over a weighted average period of 0.6 years.
RCUs
The Company has granted RCUs to certain non-employee directors, which cliff vest on the first anniversary date of the grant. During the year ended December
31, 2024, the Company granted approximately 16,400. RCUs, which are cash-settled with the value of each vested RCU equal to the closing price per share of our
Common Stock on the vesting date. The Company determined that RCUs are in-substance liabilities accounted for as liability instruments in accordance with ASC
718, Compensation—Stock Compensation, due to this cash settlement feature. RCUs are remeasured based on the closing price per share of the Company’s Common
Stock at the end of each reporting period. As of December 31, 2024, the liability associated with unvested RCUs was $0.1 million, which is included in Accrued
expenses in the Consolidated Balance Sheets.
PSUs
The Company has granted performance awards to certain key employees, in the form of PSUs, which are earned based on the achievement of certain market
factors and performance targets at the discretion of the Board of Directors. The PSUs are subject to a three-year measurement period during which the number of
Class A Common Stock to be issued in settlement of the PSUs remains uncertain until the end of the measurement period and will generally cliff vest based on the
level of achievement with respect to the applicable performance criteria. Subsequent to such measurement period, the vesting of PSUs is subject to certification by the
Board of Directors. As defined in the respective PSU agreements, the performance criteria applicable to these awards is relative and absolute total stockholder return
(“TSR”). Achievement with respect to the relative TSR criteria is determined by the Company’s TSR compared to the TSR of the defined peer group during the
measurement period. Achievement with respect to the absolute TSR criteria is based on a measurement of the Company’s stock price growth during the measurement
period.
The PSUs that were granted during the years ended December 31, 2024 and 2023 will cliff vest, subject to the achievement of applicable performance criteria
and certification by the Board of Directors, on December 31, 2025 and December 31, 2026, respectively. As of December 31, 2024, there was an aggregate of $2.4
million of unrecognized compensation cost related to PSUs.
62
The following table summarizes the unvested activity for PSUs during the years ended December 31, 2024 and 2023:
Relative
Absolute
Shares
Weighted
Average
Grant Date
Fair Value
Weighted
Average
Remaining
Vesting Period
Shares
Weighted
Average
Grant Date
Fair Value
Weighted
Average
Remaining
Vesting Period
Unvested at January 1, 2023
101,704
101,705
Granted
87,176
$
15.08
85,573
$
12.08
Vested
(11,659)
(10,056)
Unvested at December 31, 2023
177,221
$
13.17
1.2 years
177,222
$
10.81
1.2 years
Granted
139,607
$
11.48
2.0 years
151,305
$
9.68
2.0 years
Vested
(105,280)
(116,978)
Unvested at December 31, 2024
211,548
$
13.03
1.3 years
211,549
$
11.86
1.3 years
Share Repurchases
On March 7, 2023, the Company announced a share repurchase program allowing the Company to purchase Class A Common Stock held by non-affiliates, not to
exceed $35.0 million in aggregate value. On March 4, 2024, the Company announced that its Board of Directors approved additional share repurchases of
$50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value. Share repurchases may take place in any transaction form
as allowable by the Securities and Exchange Commission. Approval of the program by the Board of Directors of the Company is valid for 36 months after the
approval date, allowing the Company to utilize the expanded $50 million of approved capacity through March 4, 2027.
During the years ended December 31, 2024 and 2023, the Company repurchased 1,520,300 and 1,805,500, respectively, of the Company’s Class A Common
Stock for an aggregate $15.5 million and $19.3 million, net of tax on the open market. Since the inception of the repurchase plan announced on March 7, 2023, an
accumulated 3,325,800 shares of Class A Common Stock were purchased for a total of $34.8 million, net of tax as of December 31, 2024. The Company has accrued
stock repurchase excise tax of $0.1 million for the year ended December 31, 2024.
Dividends
In 2023, the Board of Directors approved the initiation of a quarterly dividend of $0.05 per share. The Company paid dividend distributions totaling $4.5 million
and $2.4 million to stockholders in the years ended December 31, 2024 and 2023, respectively. The declaration of any future dividends is subject to the Board of
Directors’ discretion and approval.
Warrant from PerfX Acquisition
The PerfX acquisition purchase price included a warrant to acquire a 30% ownership in the XConnect Business (“XConnect”), which expires on July 8, 2031.
XConnect is the manufacturer of a perforating gun system developed by the PerfX sellers alongside the PerfX wireline service business. The warrant required the
Company to maintain a specific minimum level of purchases of XConnect’s manufactured products. As of June 30, 2024, the Company did not maintain the specified
minimum level of purchases, resulting in a forfeiture event. The Company elected not to cure the forfeiture event leading to a reduction in the ownership percentage to
15%. During the latter half of 2024, the Company continued to fall below the minimum level of purchases required, which resulted in a second forfeiture event. The
Company elected not to pay a penalty to cure the second forfeiture event and, as a result, the Warrant was cancelled effective November 28, 2024. The Company
considered the value of the warrant at the time of its cancellation to be negligible. The Company finalized the purchase price allocation in the fourth quarter of 2021.
Note 11 — Risk Concentrations
Customer Concentrations
During the year ended December 31, 2024, four customers accounted for approximately 22%, 13%, 13% and 11%, respectively, of the Company’s consolidated
revenue. These customers contributed 43% of the revenue for high specification rigs, 8% for wireline services, and 8% for processing solutions and ancillary services.
As of December 31, 2024, approximately 61% of the consolidated accounts receivable balance was due from these customers.
For the year ended December 31, 2023, two customers accounted for approximately 10% each of the Company’s consolidated revenue. These customers
contributed 13% of the revenue for high specification rigs, 3% for wireline services,
63
and 4% for processing solutions and ancillary services. As of December 31, 2023, approximately 20% of the consolidated accounts receivable balance was due from
these customers.
Note 12 — Income Taxes
The Company operates exclusively within the U.S. and is subject to U.S. federal and various state income tax. The effective U.S. federal income tax rate
applicable to the Company for the years ended December 31, 2024 and 2023 was 29% and 23%, respectively. Total income tax expense for the year ended December
31, 2024 differed from amounts computed by applying the U.S. federal statutory tax rate of 21% primarily due to the impact of state income taxes as well as certain
non-deductible expenses and for the year ended December 31, 2023 primarily due to the impact of state income taxes as well as certain non-deductible expenses offset
by the benefit from the release of a previously recorded valuation allowance against deferred tax assets. The impact of state income taxes is primarily attributable to
Texas and North Dakota, which represent more than 50% of the total state tax effect for the years ended December 31, 2024 and 2023.
Historically, utilization of a portion of the Company's net operating loss carryforwards has been subject to limitations of utilization under Section 382 of the
Internal Revenue Code of 1986 (“Section 382”), as amended. The Company incurred an ownership change, triggering another Section 382 loss limitation, during the
three months ended June 30, 2023.
As the Company continues to experience increasing profits and no longer has a trailing 3-year cumulative taxable loss, we currently believe that it is more
likely than not that we will fully utilize all deferred tax assets including those associated with the net operating loss carry-forward. Accordingly, the Company released
all valuation allowances previously recorded resulting in a discrete tax benefit for the period ended September 30, 2023.
Years Ended December 31,
2024
2023
Current expense
Federal
$
0.3
$
0.1
State
0.4
0.2
Total current expense
0.7
0.3
Deferred expense
Federal
6.4
5.6
State
0.5
1.3
Total deferred expense
6.9
6.9
Income tax expense
$
7.6
$
7.2
64
Cash payments of U.S. federal and state income taxes, net of refunds, were as follows (in millions):
2024
2023
Cash payments of federal income taxes
$
— $
0.2
Cash payments of state income taxes
Texas
0.4
0.4
Colorado
0.1
—
Other states
0.1
—
Total cash payments
$
0.6 $
0.6
A reconciliation of the expected income tax expense on income before income taxes using the statutory federal income tax rate of 21% for 2024 and 2023 to
income tax expense follows (in millions):
December 31,
2024
2023
Tax Effected
Rate
Tax Effected
Rate
Income before income taxes
$
26.0
$
31.0
Income tax expense computed at statutory rate
$
5.5
21 %
$
6.5
21 %
Reconciling items
State income taxes, net of federal tax benefit
1.0
4 %
1.2
4 %
Changes in valuation allowances
—
— %
(1.7)
(6)%
Meals
0.8
3 %
0.7
4 %
Non-deductible executive compensation
0.5
2 %
—
— %
Non-deductible expenses and other
(0.2)
(1)%
0.5
— %
Income tax expense
$
7.6
29 %
$
7.2
23 %
As of December 31, 2024, the Company has net operating loss carryforwards of approximately $53.6 million, all of which are subject to section 382
limitations. Of this amount, $47.6 million of losses will carry forward indefinitely with the remaining loss carry forwards expiring beginning in 2034.
The tax effects of the cumulative temporary differences resulting in the net deferred income tax liability, which are shown in Deferred tax liability on the
Consolidated Balance Sheets, are as follows (in millions):
December 31,
2024
2023
Deferred income tax assets
Net operating loss carryforward
$
11.9
$
12.9
Stock based compensation
1.8
1.6
Right-of-use liability
1.7
2.2
Other
1.1
1.7
Net deferred income tax asset
$
16.5
$
18.4
Deferred income tax liabilities
Property and equipment
(32.8)
(27.3)
Right-of-use assets
(1.6)
(2.1)
Other
(0.3)
(0.3)
Deferred income tax liability
(34.7)
(29.7)
Net deferred income tax liability
$
(18.2)
$
(11.3)
Other tax matters
The Company is subject to the following material taxing jurisdictions: the United States and Texas. As of December 31, 2024, the Company had no current tax
years under audit. The Company remains subject to examination for federal income taxes and state income taxes for tax years 2021 through 2024.
65
The Company has evaluated all tax positions for which the statute of limitations remains open and believes that the material positions taken would more likely
than not be sustained upon examination. Therefore, as of December 31, 2024, the Company had not established any reserves for, nor recorded any unrecognized
benefits related to, uncertain tax positions.
The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense in the Consolidated Statements of
Operations. As of December 31, 2024, the Company had not recognized any interest or penalties related to uncertain tax positions in the financial statements.
Note 13 — Earnings per Share
Earnings per share is based on the amount of earnings allocated to the stockholders and the weighted average number of shares outstanding during the period
for each class of common stock. Diluted earnings, or loss, per share is computed giving effect to all potentially dilutive shares. The following table presents the
Company’s calculation of basic and diluted loss per share for the years ended December 31, 2024 and 2023 (in millions, except share and per share data):
Years Ended December 31,
2024
2023
Income (numerator):
Basic:
Income attributable to Ranger Energy Services, Inc.
$
18.4
$
23.8
Net income attributable to Class A Common Stock
$
18.4
$
23.8
Diluted:
Income attributable to Ranger Energy Services, Inc.
$
18.4
$
23.8
Net income attributable to Class A Common Stock
$
18.4
$
23.8
Weighted average shares (denominator):
Weighted average number of shares - basic
22,518,726
24,600,151
Equity compensation awards
333,906
391,343
Weighted average number of shares - diluted
22,852,632
24,991,494
Basic earnings per share
$
0.82
$
0.97
Diluted earnings per share
$
0.81
$
0.95
Note 14 — Commitments and Contingencies
Legal Matters
From time to time, the Company is involved in various legal matters arising in the normal course of business. The Company does not believe that the ultimate
resolution of these currently pending matters will have a material adverse effect on its consolidated financial position or results of operations.
Note 15 — Related Party Transactions
Stockholders’ Agreement
In connection with the Offering, Ranger entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with the Legacy Owners and certain other
parties. Among other things, the Stockholders’ Agreement provides CSL and Bayou Wells Holdings Company, LLC (“Bayou Holdings”) with the right to designate
nominees to Ranger’s Board of Directors (each, as applicable, a “CSL Director” or “Bayou Director”) as follows:
•
for so long as CSL beneficially owns at least 50% of Ranger’s common stock, at least three members of the Board of Directors shall be CSL Directors
and at least two members of the Board of Directors shall be Bayou Directors (which may include Brett Agee or any other person that may be designated
by Bayou Holdings in accordance with the terms of the Stockholders’ Agreement);
•
for so long as CSL beneficially owns less than 50% but at least 30% of Ranger’s common stock, at least three members of the Board of Directors shall
be CSL Directors;
•
for so long as CSL beneficially owns less than 30% but at least 20% of Ranger’s common stock, at least two members of the Board of Directors shall be
CSL Directors;
66
•
for so long as CSL beneficially owns less than 20% but at least 10% of Ranger’s common stock, at least one member of the Board of Directors shall be a
CSL Director; and
•
once CSL beneficially owns less than 10% of Ranger’s common stock, CSL will not have any Board designation rights.
In the event the size of Ranger’s Board of Directors is increased or decreased at any time to other than six directors, CSL’s nomination rights will be
proportionately increased or decreased, respectively, rounded up to the nearest whole number.
Registration Rights Agreement
On August 16, 2017, in connection with the closing of the Offering, the Company entered into a Registration Rights Agreement (the “Registration Rights
Agreement”) with certain stockholders (the “Holders”).
Pursuant to, and subject to the limitations set forth in the Registration Rights Agreement, at any time after the 180-day lock-up period, the Holders have the
right to require the Company, by written notice, to prepare and file a registration statement registering the offer and sale of a number of their shares of Class A
Common Stock. Reasonably in advance of the filing of any such registration statement, the Company is required to provide notice of the request to all other Holders
who may participate in the registration. The Company is required to use all commercially reasonable efforts to maintain the effectiveness of any such registration
statement until all shares covered by such registration statement have been sold. Subject to certain exceptions, the Company is not obligated to effect such a
registration within 90 days after the closing of any underwritten offering of shares of Class A Common Stock requested by the Holders pursuant to the Registration
Rights Agreements. The Company is also not obligated to effect any registration where such registration has been requested by the holders of Registrable Securities
(as defined in the Registration Rights Agreement) which represent less than $25 million, based on the five-day volume weighted average trading price of the Class A
Common Stock on the New York Stock Exchange.
In addition, pursuant to the Registration Rights Agreement, the Holders have the right to require the Company, subject to certain limitations set forth therein, to
effect a distribution of any or all of their shares of Class A Common Stock by means of an underwritten offering. Further, subject to certain exceptions, if at any time
the Company proposes to register an offering of its equity securities or conduct an underwritten offering, whether or not for its account, then the Company must notify
the Holders of such proposal at least three business days before the anticipated filing date or commencement of the underwritten offering, as applicable, to allow them
to include a specified number of their shares in that registration statement or underwritten offering, as applicable.
These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in
a registration or offering and the Company’s right to delay or withdraw a registration statement under certain circumstances. The Company will generally pay all
registration expenses in connection with its obligations under the Registration Rights Agreement, regardless of whether a registration statement is filed or becomes
effective.
The obligations to register shares under the Registration Rights Agreement will terminate as to any Holder when the Registrable Securities held by such Holder
are no longer subject to any restrictions on trading under the provisions of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), including any
volume or manner of sale restrictions. Registrable Securities means all shares of Class A Common Stock owned at any particular point in time by a Holder other than
shares (i) sold pursuant to an effective registration statement under the Securities Act, (ii) sold in a transaction pursuant to Rule 144 under the Securities Act, (iii) that
have ceased to be outstanding or (iv) that are eligible for resale without restriction and without the need for current public information pursuant to any section of Rule
144 under the Securities Act.
Payments and Purchases
The Company incurred $0.1 million and $0.2 million in expenses to CSL and other board members for the years ended December 31, 2024 and 2023,
respectively. For the year ended December 31, 2023, amounts collected from Board member Brett Agee was approximately $0.2 million for asset sales.
67
Note 16 — Segment Reporting
The Company’s operations are located in the United States and organized into three reporting segments: High Specification Rigs, Wireline Services, and
Processing Solutions and Ancillary Services. The balances included in Other reflect other general and administrative costs, which are not directly attributable to High
Specification Rigs, Wireline Services or Processing Solutions and Ancillary Services. The reportable segments comprise the structure used by the Chief Operating
Decision Maker (“CODM”) to make key operating decisions and assess performance during the years presented in the accompanying Consolidated Financial
Statements. The Chief Executive Officer is regarded as the Company’s CODM. The primary profitability measurement used by the CODM to review segment
operating results is Adjusted EBITDA. We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and
amortization, equity‑based compensation, loss on debt retirement, gain or loss on disposal of property and equipment, acquisition related costs, severance and
reorganization costs, significant and unusual legal fees and settlements, impairment of fixed assets, and certain other non-cash and certain other items that we do not
view as indicative of our ongoing performance. The CODM utilizes Adjusted EBITDA to allocate resources for each segment predominantly in the annual planning
process and to monitor segment results compared to prior period, forecasted results, and the annual plan.
The reportable segments have been categorized based on services provided in each line of business. The tables below present the operating income (loss)
measurement and Adjusted EBITDA, as the Company believes this is most consistent with the principals used in measuring the financial statements.
During the fourth quarter of 2022, the Company determined assets are routinely utilized across multiple segments and Management does not utilize the net
property and equipment value as a metric to evaluate the profitability of the respective segments. Therefore, the net property and equipment values have been
removed from the segment data presented below.
68
Segment information for the years ended December 31, 2024 and 2023 is as follows (in millions):
Year Ended December 31, 2024
High Specification
Rigs
Wireline
Services
Processing
Solutions and
Ancillary
Services
Other
Total
Revenue
$
336.1
$
110.2
$
124.8
$
—
$
571.1
Employee expenses
172.6
49.1
46.3
17.4
285.4
Repair and maintenance
31.1
11.4
10.7
—
53.2
Other segment items*
63.4
46.8
41.4
10.4
162.0
Depreciation and amortization
22.2
11.4
8.6
1.9
44.1
Gain on sale of assets
—
—
—
(2.2)
(2.2)
Operating income (loss)
46.8
(8.5)
17.8
(27.5)
28.6
Interest expense, net
—
—
—
2.6
2.6
Income tax expense
—
—
—
7.6
7.6
Net income (loss)
$
46.8
$
(8.5)
$
17.8
$
(37.7)
$
18.4
Interest expense, net
—
—
—
2.6
2.6
Tax expense
—
—
—
7.6
7.6
Depreciation and amortization
22.2
11.4
8.6
1.9
44.1
EBITDA
69.0
2.9
26.4
(25.6)
72.7
Equity based compensation
—
—
—
5.8
5.8
Gain on disposal of property and equipment
—
—
—
(2.2)
(2.2)
Severance and reorganization costs
0.9
0.6
0.2
0.1
1.8
Acquisition related costs
0.4
—
—
0.1
0.5
Legal fees and settlements
0.2
—
—
0.1
0.3
Adjusted EBITDA
$
70.5
$
3.5
$
26.6
$
(21.7)
$
78.9
Capital expenditures
$
26.8
$
4.9
$
15.2
$
—
$
46.9
_____________________________________
* Other Segment Items include Direct Materials, Subcontractor Expense, Reimbursable Expenses, Equipment Rentals, Fuel, Per Diem, Travel & Entertainment, Vehicles and Miscellaneous. These items,
including Employee Expenses and Repair and Maintenance, are included in Cost of Services and General and Administrative expense in the Consolidated Statements of Operations.
69
Year Ended December 31, 2023
High Specification
Rigs
Wireline
Services
Processing
Solutions and
Ancillary
Services
Other
Total
Revenue
$
313.3
$
199.1
$
124.2
$
—
$
636.6
Employee expenses
161.2
74.5
49.4
16.8
301.9
Repair and maintenance
28.0
16.9
12.4
—
57.3
Other segment items*
60.0
89.3
40.0
12.7
202.0
Depreciation and amortization
20.1
11.3
6.9
1.6
39.9
Impairment of fixed assets
—
—
—
0.4
0.4
Gain on sale of assets
—
—
—
(1.8)
(1.8)
Operating income (loss)
44.0
7.1
15.5
(29.7)
36.9
Interest expense, net
—
—
—
3.5
3.5
Income tax expense
—
—
—
7.2
7.2
Loss on debt retirement
—
—
—
2.4
2.4
Net income (loss)
$
44.0
$
7.1
$
15.5
$
(42.8)
$
23.8
Interest expense, net
—
—
—
3.5
3.5
Tax expense
—
—
—
7.2
7.2
Depreciation and amortization
20.1
11.3
6.9
1.6
39.9
EBITDA
64.1
18.4
22.4
(30.5)
74.4
Equity based compensation
—
—
—
4.8
4.8
Loss on retirement of debt
—
—
—
2.4
2.4
Gain on disposal of property and equipment
—
—
—
(1.8)
(1.8)
Severance and reorganization costs
—
1.7
—
0.4
2.1
Acquisition related costs
—
—
—
2.1
2.1
Impairment of fixed assets
—
—
—
0.4
0.4
Adjusted EBITDA
$
64.1
$
20.1
$
22.4
$
(22.2)
$
84.4
Capital expenditures
$
17.7
$
16.7
$
13.7
$
—
$
48.1
_____________________________________
* Other Segment Items include Direct Materials, Subcontractor Expense, Reimbursable Expenses, Equipment Rentals, Fuel, Per Diem, Travel & Entertainment, Vehicles and Miscellaneous. These items,
including Employee Expenses and Repair and Maintenance, are included in Cost of Services and General and Administrative expense in the Consolidated Statements of Operations.
Note 17 — Subsequent Events
On March 3, 2025, the Board of Directors declared a quarterly cash dividend of $0.06 per share payable March 28, 2025 to common stockholders of record at
the close of business on March 14, 2025. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.
70
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
Not applicable.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s
rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s
reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow
timely decisions regarding required disclosure.
An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rules 13a–15(e) and 15d–
15(e), was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, as of
the end of the period covered by this report. Based on that evaluation, management concluded that our disclosure controls and procedures were effective as of
December 31, 2024.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act
Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of
financial reporting and the preparation of Consolidated Financial Statements for external reporting purposes in accordance with U.S. GAAP. Our internal control over
financial reporting includes those policies and procedures that:
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
•
provide reasonable assurance that transactions are recorded properly to allow for the preparation of financial statements in accordance with U.S. GAAP and
that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use, or disposition of our assets that could have a
material effect on the Consolidated Financial Statements.
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect
misstatements. Also, any evaluation of the effectiveness of controls in future periods is subject to the risk that those internal controls may become inadequate because
of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the Company
conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the guidelines established in the
Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on
its assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.
Grant Thornton, LLP, the independent registered public accounting firm, has audited the consolidated financial statements as of and for the year ended
December 31, 2024 and the effectiveness of the Company's internal control over financial reporting as of December 31, 2024, as stated in their report which appears
under Item 8.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
71
Item 9B. Other Information
Trading Arrangement
During the three months ended December 31, 2024, none of our directors or executive officers of the Company adopted or terminated a “Rule 10b5-1 trading
arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K.
On May 6, 2024, the Company entered into a Lock-Up Agreement with Charles S. Leykum and CSL Capital Management, L.P., for and on behalf of subsidiary
and affiliated entities, including CSL Energy Opportunity GP I, LLC, CSL Fund II Preferred Holdings, LLC, CSL Energy Holdings II, LLC, CSL Energy Opportunity
GP II, LLC, CSL Energy Opportunities Fund II, L.P., and CSL CM GP, LLC (the “CSL-related entities,” and collectively with CSL Capital Management, L.P. and
Charles S. Leykum, “CSL”), whereby CSL agreed not to enter into certain types of “Prohibited Transactions” involving the Company’s securities until December 31,
2024. The Prohibited Transactions are defined to include: (1) offering, pledging, encumbering, hypothecating, selling, granting of an option, or contracting to sell,
lend or otherwise attempt to or transfer or dispose of, directly or indirectly, any shares of common stock of the Company (the “Common Stock”) or any securities
convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired; (2) entering into any put, call, hedge, short
sale or swap or other arrangement that could or does transfer to another or give another rights with respect to, in whole or in part, any of the economic consequences
of ownership of the Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise
(including for purposes of (1) or (2) above, any other act or transaction that would transfer the beneficial ownership of the Company’s securities to any other person;
or (3) publicly disclosing the intention to do any of the foregoing. The parties agreed to exclude from the Lock-Up Agreement certain limited types of transactions, or
terminate the Lock-Up Agreement on the occurrence of certain events, which are expressly enumerated in the Lock-Up Agreement. In partial consideration for CSL’s
entry into the Lock-up Agreement, Ranger agreed to reimburse CSL for fees and expenses incurred by it in connection with its negotiation of the Lock-Up Agreement.
Equity-Based Compensation
In 2023, the Board of Directors of the Company declared the first dividend in the Company’s history. In connection with the Compensation Committee’s (the
“Committee”) annual review of executive compensation matters (including in the context of the fact that the Company is now a dividend paying company), the
Committee discovered an unintentional inconsistency between the treatment of dividends under the Company’s absolute TSR (“ATSR”) and relative TSR (“RTSR”)
equity-related performance metrics under our LTIP.
By way of background, in 2022, 2023 and 2024, the Company issued performance stock units (“PSUs”) to certain key employees, including to each of our
NEOs, pursuant to the LTIP. The PSUs were subject, in part, upon the achievement of an ATSR performance measure, as provided in the applicable form of
Performance Stock Unit Award Incentive Agreement (the “PSU Agreement”). The Committee developed the ATSR performance measure at a time when the Company
was not paying dividends to its shareholders and, accordingly, the Form PSU Agreement did not specifically reference dividends paid when calculating ATSR. In
contrast, the Committee contemplated that our “Peer Company” (as defined in the PSU Agreement) may pay dividends and, accordingly, the Form PSU Agreement
specifically referenced Peer Company dividends paid when calculating the RTSR performance measure. On review of this inconsistency, and in light of the fact that
the Company now pays dividends, the Committee determined that ATSR- and RTSR-related awards should be treated consistently as to dividends.
As a result, to strengthen the long-term alignment of the Company’s officers and employees (including our NEOs) with the Company’s shareholders and in
light of the inconsistency with the treatment of RTSR-relate awards, on February 28, 2025, the Committee determined that the ATSR performance measure should
include the payment of shareholder dividends in calculating ATSR. In conjunction therewith, the Committee approved an amendment to the form PSU Agreements to
provide that the ATSR measure will be based on the Company’s stock price plus any dividends paid during the applicable performance period (the “PSU
Amendment”), consistent with customary, market practice of including dividends when calculating ATSR. The PSU Amendment applies to all current and future
grants under PSUs, including those granted in 2022, 2023, and 2024.
The PSU Amendment results in an incremental benefit of less than $30,000 to each NEO with respect to the PSUs issued in 2022. The amounts payable with
respect to the PSUs issued in 2023 and 2024 are dependent upon future performance. As the performance periods for the 2023 and 2024 grants are still ongoing, it is
not possible to reasonably estimate amounts payable thereunder at this time. Regardless, the related annual accounting expense to the Company as a result of the PSU
Amendment is immaterial.
72
The Committee believes that the PSU Amendment furthers the Company’s pay for performance philosophy, aligns the PSUs with the Committee’s original
intent of measuring performance based on total shareholder returns, and bolsters the retention value of the PSUs. The foregoing summary of the PSU Amendment is
not complete and is subject to, qualified in its entirety by, and should be read in conjunction with, the full text of the amendment, which is filed as Exhibit 10.14 to
this Annual Report on Form 10-K and incorporated herein by reference.
73
Report of Independent Registered Public Accounting Firm
Stockholders and Board of Directors
Ranger Energy Services, Inc.
Houston, Texas
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Ranger Energy Services, Inc., a Delaware corporation, and subsidiaries (the “Company”) as of
December 31, 2024, based on criteria established in the 2013 Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December
31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial
statements of the Company as of and for the year ended December 31, 2024, and our report dated March 4, 2025 expressed an unqualified opinion on those financial
statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to
express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Grant Thornton, LLP
Houston, Texas
March 4, 2025
74
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
75
PART III
Item 10. Directors, Executive Officers and Corporate Governance
We incorporate by reference into this Item information to be disclosed in the definitive proxy statement for our 2025 Annual Meeting of Stockholders,
including the information appearing in the proposal for the election of directors and under the headings “Proposal One – Election of Directors,” “Executive Officers,”
“Meeting Attendance and Committees of the Board of Directors,” “Corporate Governance Guidelines” and “Delinquent Section 16(a) Reports.”
We have adopted an Insider Trading Policy governing the purchase, sale and other dispositions of our securities by directors, officers, employees, and the
Company that are reasonably designed to promote compliance with insider trading laws and applicable listing standards. A copy of our Insider Trading Policy, as
amended to date, is filed as Exhibit 19.1 to this Annual Report.
We have adopted a code of ethics entitled “Code of Business Conduct and Ethics,” which applies to all our employees, officers and directors, a copy of which
can also be found at www.rangerenergy.com.
We intend to satisfy the requirement under Item 5.05 of Form 8-K to disclose any amendments to our Code of Business Ethics and any waiver from any
provision to it by posting such information on our website at www.rangerenergy.com.
Item 11. Executive Compensation
Please see the information appearing under the headings “Compensation Discussion and Analysis,” “Director Compensation,” “Executive Compensation,”
“Compensation Committee Interlocks and Insider Participation” and “Report of the Compensation Committee” in the definitive proxy statement for our 2025 Annual
Meeting of Stockholders for the information this Item 11 requires that is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Please see the information appearing under the heading “Security Ownership of Certain Beneficial Owners and Management” in the definitive proxy statement
for our 2025 Annual Meeting of Stockholders for the information this Item 12 requires that is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions and Director Independence
Please see the information appearing in the proposal for the election of directors and under the heading “Certain Relationships and Related Transactions” in the
definitive proxy statement for our 2025 Annual Meeting of Stockholders for the information this Item 13 requires that is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
Our independent registered public accounting firm is Grant Thornton, LLP, Houston, Texas, Auditor Firm ID: 248. The information required by this Item 14
will be included in the definitive proxy statement for our 2025 Annual Meeting of Stockholders, and is incorporated herein by reference.
76
PART IV
Item 15. Exhibits, Financial Statement Schedules
Financial Statements.
See index to Consolidated Financial Statements included beginning on Page 45.
Financial Statement Schedules.
No other financial statement schedules are submitted because either they are inapplicable or because the required information is included in the Consolidated
Financial Statements or notes thereto.
Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed, furnished or incorporated by reference as part of this Annual Report, and such Exhibit Index is
incorporated herein by reference.
Exhibit
Number
Description
2.1††
Amended and Restated Asset Purchase Agreement dated as of July 31, 2017, by and among ESCO Leasing, LLC, Ranger Energy Services, LLC
and Tim Hall (incorporated by reference to Exhibit 2.3 to the Registrant’s Form S-1 (File No. 333-218139) filed with the Commission on August 1,
2017).
2.2
Asset Purchase Agreement, dated July 8, 2021 by and among PerfX Wireline Services, LLC, Bravo Wireline, LLC, Ranger Energy Services, Inc.,
Charlie Thomas, Shelby Sullivan, Jeff Thomas and Jimmie Hayes (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K (File No.
001-38183) filed with the Commission on July 14, 2021
2.3
Asset Purchase Agreement dated as of September 15, 2021, by and among Ranger Energy Acquisition, LLC, Basic Energy Services, Inc., Basic
Energy Services, L.P., C&J Well Services, Inc., Taylor Industries, LLC and KVS Transportation, Inc. (incorporated by reference to Exhibit 2.1 to
the Registrant’s Form 8-K (File No. 001-38183) filed with the Commission on October 4, 2021).
2.4
Closing Agreement and Amendment No. 1 to Asset Purchase Agreement, dated as of October 1, 2021, by and among Ranger Energy Acquisition,
LLC, Basic Energy Services, Inc., Basic Energy Services, L.P., C&J Well Services, Inc., Taylor Industries, LLC and KVS Transportation Inc.
(incorporated by reference to Exhibit 2.2 to the Registrant’s Form 8-K (File No. 001-38183) filed with the Commission on October 4, 2021).
3.1
Amended and Restated Certificate of Incorporation of Ranger Energy Services, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s
Form 8‑K (File No. 001‑38183) filed with the Commission on August 22, 2017)
3.2
Amended and Restated Bylaws of Ranger Energy Services, Inc. adopted October 26, 2023 (incorporated by reference to Exhibit 3.1 to the
Registrant’s Form 8‑K (File No. 001‑38183) filed with the Commission on October 31, 2023)
*4.1
Description of Registered Securities
4.2
Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8‑K (File No. 001‑38183) filed with the
Commission on August 22, 2017)
4.3
Stockholders’ Agreement (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8‑K (File No. 001‑38183) filed with the Commission
on August 22, 2017)
10.1
Amended and Restated Limited Liability Company Agreement of RNGR Energy Services, LLC (incorporated by reference to Exhibit 10.1 to the
Registrant’s Form 8-K (File No. 001-38183) filed with the Commission on August 22, 2017)
10.2†
Ranger Energy Services, Inc. 2017 Long Term Incentive Plan (incorporated by reference to Exhibit 4.7 to the Registrant’s Form S‑8 Registration
Statement (File No. 333‑220018) filed with the Commission on August 17, 2017)
10.3†
Amendment to Ranger Energy Services, Inc. 2017 Long Term Incentive Plan dated May 30, 2019. (incorporated by reference to Exhibit 4.2 to the
Registrant’s Form S‑8 Registration Statement (File No. 333‑220018) filed with the Commission on May 30, 2019)
10.4†
Amendment to Ranger Energy Services, Inc. 2017 Long Term Incentive Plan dated May 20, 2022. (incorporated by reference to Exhibit 4.4 to the
Registrant’s Form S‑8 Registration Statement (File No. 333‑220018) filed with the Commission on June 1, 2022)
10.5†
Form of Restricted Stock Agreement (Employees) under the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan. (incorporated by
reference to Exhibit 4.9 to the Registrant’s Form S‑8 Registration Statement (File No. 333‑220018) filed with the Commission on August 17, 2017)
77
10.6†
Form of Restricted Stock Agreement (Employees) under the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan.(2023) (incorporated by
reference to Exhibit 10.1 to the Registrant’s Form 10‑Q (File No. 001‑38183) filed with the Commission on May 5, 2023)
10.7†
Form of Restricted Stock Agreement (Employees) under the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan.(2024) (incorporated by
reference to Exhibit 10.1 to the Registrant’s Form 10‑Q (File No. 001‑38183) filed with the Commission on May 7, 2024)
10.8†
Form of Restricted Stock Unit Agreement (Directors) under the Ranger Energy Services, Inc. 2017 Long-Term Incentive Plan dated 2024
(incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10‑Q (File No. 001‑38183) filed with the Commission on October 28, 2024)
10.9†
Form of Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreement (2022) (incorporated by reference to Exhibit 10.9 to the
Registrant’s Form 10‑K (File No. 001‑38183) filed with the Commission on March 13, 2023).
10.10†
Form of Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreement (2023) (incorporated by reference to Exhibit 10.2 to the
Registrant’s Form 10‑Q (File No. 001‑38183) filed with the Commission on May 5, 2023).
10.11†
Form of Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreement with Floor (2023) (incorporated by reference to Exhibit
10.3 to the Registrant’s Form 10‑Q (File No. 001‑38183) filed with the Commission on May 5, 2023).
10.12†
Form of Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreement (2024) (incorporated by reference to Exhibit 10.2 to the
Registrant’s Form 10‑Q (File No. 001‑38183) filed with the Commission on May 7, 2024).
10.13†
Form of Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreement with Floor (2024) (incorporated by reference to Exhibit
10.3 to the Registrant’s Form 10‑Q (File No. 001‑38183) filed with the Commission on May 7, 2024).
*10.14†
Form of Amendment to Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreements for 2022, 2023 and 2024 Agreements.
10.15
Tax Receivable Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8‑K (File No. 001‑38183) filed with the
Commission on August 22, 2017)
10.16
Tax Receivable Termination and Settlement Agreement entered into as of September 10, 2021, by and among Ranger Energy Services, Inc.,
affiliates of CSL Capital Management, L.P., and Bayou Well Holdings Company, LLC. (incorporated by reference to Exhibit 10.4 of the
Registrant’s Form 8-K (File No. 001- 38183) filed with the Commission on October 4, 2021).
10.17†
Indemnification Agreement (Brett T. Agee) (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 8‑K (File No. 001‑38183) filed with
the Commission on August 22, 2017)
10.18†
Indemnification Agreement (Krishna Shivram) (incorporated by reference to Exhibit 10.14 to the Registrant’s Form 8‑K (File No. 001‑38183) filed
with the Commission on August 22, 2017)
10.19†
Indemnification Agreement (Michael C. Kearney) (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed with the
Commission on July 31, 2018)
10.20†
Indemnification Agreement (Carla Mashinski) (incorporated by reference to Exhibit 10.20 of the Registrant’s Form 10-K filed with the
Commission on March 5, 2024)
10.21†
Indemnification Agreement (Sean Woolverton) (incorporated by reference to Exhibit 10.21 of the Registrant’s Form 10-K filed with the
Commission on March 5, 2024)
10.22†
Indemnification Agreement, dated as of June 15, 2022, by and between the Company and Melissa Cougle (incorporated by reference to Exhibit
10.2 to the Company’s Form 8-K (File No. 001-38183) filed with the SEC on June 9, 2022).
10.23†
Indemnification Agreement, dated as of September 1, 2021, by and between the Ranger Energy Services, Inc. and Stuart Bodden (incorporated by
reference to Exhibit 10.2 to the Registrant’s Form 8-K (File No. 001-38183) filed with the Commission on September 8, 2021).
10.24†
Employment Agreement, dated as of September 1, 2021, by and between Ranger Energy Services, Inc. and Stuart Bodden (incorporated by
reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 001-38183) filed with the Commission on September 8, 2021).
10.25†
Employment Agreement, dated as of June 15, 2022, by and between the Company and Melissa Cougle (incorporated by reference to Exhibit 10.1
to the Company’s Form 8-K (File No. 001-38183) filed with the SEC on June 9, 2022).
10.26
Master Financing and Security Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed with the Commission on
June 22, 2018)
10.27
Credit Agreement dated May 31, 2023, by and among RNGR Energy Services, LLC and certain of its subsidiaries and Wells Fargo Bank, National
Association (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8‑K (File No. 001‑38183) filed with the Commission on May 31,
2023).
78
10.28
First Amendment to the Credit Agreement, dated May 31, 2023, by and among RNGR Energy Services, LLC and certain of its subsidiaries and
Wells Fargo Bank, National Association (incorporated by reference to Exhibits 10.1 to the Registrations for 10-Q (File No. 001-38183) filed with
the Commission on July 30, 2024).
10.29
Debt, Commitment Letter, dated as of September 10, 2021, by and among RNGR Energy Services, LLC, Eclipse Business Capital, LLC and
Eclipse Business Capital SPV, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 001-38183) filed with the
Commission on September 29, 2021).
10.30
Loan and Security Agreement, dated as of September 27, 2021, by and among RNGR Energy Services, LLC and certain of its subsidiaries, Ranger
Energy Services, Inc., the lenders party thereto, and Eclipse Business Capital LLC, as agent (incorporated by reference to Exhibit 10.2 to the
Registrant’s Form 8-K (File No. 001- 38183) filed with the Commission on September 29, 2021).
10.31
First Amendment to the Loan and Security Agreement, dated January 7, 2022, by and among RNGR Energy Services, LLC and certain of its
subsidiaries, Ranger Energy Services, Inc., the lenders party thereto, and Eclipse Business Capital, LLC, as agent (incorporated by reference to
Exhibit 10.1 to the Registrant's Form 8-K (File No. 001-38183) filed with the Commission on January 13, 2022).
10.32
Fourth Amendment to the Loan and Security Agreement, dated September 23, 2022, by and among RNGR Energy Services, LLC and certain of its
subsidiaries, Ranger Energy Services, Inc., the lenders party thereto, and Eclipse Business Capital, LLC, as agent (incorporated by reference to
Exhibit 10.28 to the Registrant's Form 10-K (File No. 001-38183) filed with the Commission on March 13, 2023).
10.33
Secured Promissory Note, date July 8, 2021 by and among Bravo Wireline, LLC and Chief Investments, LLC (incorporated by reference to Exhibit
2.2 to the Registrant’s Form 8-K (File No. 001-38183) filed with the Commission on July 14, 2021).
10.34
Guaranty Agreement, dated as of July 8, 2021 by Ranger Energy Services, Inc. in favor of Chief Investments, LLC (incorporated by reference to
Exhibit 10.2 of the Registrant’s Form 10-Q (File No. 001-38183) filed with the Commission on July 30, 2021).
10.35†
Securities Purchase Agreement entered into as of September 10, 2021, by and between Ranger Energy Services, Inc., and the purchasers named
therein (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K (File No. 001-38183) filed with the Commission on October 4,
2021).
10.36
Registration Rights Agreement made and entered into as of September 10, 2021, by and among Ranger Energy Services, Inc., and each of the
parties listed on the signature pages therein (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K (File No. 001-38183) filed
with the Commission on October 4, 2021).
10.37†
Voting Agreement, dated as of September 10, 2021, entered into by and among Ranger Energy Services, Inc., affiliates of CSL Capital
Management, L.P., and Bayou Well Holdings Company, LLC (incorporated by reference to Exhibit 10.3 of the Registrant’s Form 8-K (File No.
001-38183) filed with the Commission on October 4, 2021).
10.38
Lock-Up Agreement by and among the Company, Charles Leykum and CSL Capital Management, L.P. for and on behalf of the CSL-related
entities, dated as of May 6, 2024 (incorporated by referenced to Exhibit 10.4 of the Registrants Form 10-Q (File No. 001-38183) filed with the
Commission on May 7, 2024).
*19.1
Ranger Energy Services, Inc. Insider Trading Policy Amended and Restated as of June 5, 2024
*21.1
List of subsidiaries of Ranger Energy Services, Inc.
*23.1
Consent of Grant Thornton, LLP
*31.1
Certification of Chief Executive Officer Pursuant to Rule 13a‑14(a)/15d‑14(a) of the Securities Exchange Act of 1934
*31.2
Certification of Chief Financial Officer Pursuant to Rule 13a‑14(a)/15d‑14(a) of the Securities Exchange Act of 1934
**32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
**32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1
Ranger Energy Services, Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Form 10‑K (File No. 001‑38183) filed
with the Commission on March 5, 2024).
*101.CAL
XBRL Calculation Linkbase Document
*101.DEF
XBRL Definition Linkbase Document
*101.INS
XBRL Instance Document
*101.LAB
XBRL Labels Linkbase Document
*101.PRE
XBRL Presentation Linkbase Document
*101.SCH
XBRL Schema Document
_________________________
79
*
Filed as an exhibit to this Annual Report on Form 10-K
**
Furnished as an exhibit to this Annual Report on Form 10-K
†
Compensatory plan or arrangement
††
Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a supplemental copy of any
omitted schedule or similar attachment to the SEC upon request.
80
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Ranger Energy Services, Inc.
/s/ Stuart N. Bodden
March 4, 2025
Stuart N. Bodden
Date
President, Chief Executive Officer and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Stuart N. Bodden
President, Chief Executive Officer and Director
March 4, 2025
Stuart N. Bodden
(Principal Executive Officer)
/s/ Melissa K. Cougle
Chief Financial Officer
March 4, 2025
Melissa K. Cougle
(Principal Financial Officer)
/s/ Michael Kearney
Chairman of the Board
March 4, 2025
Michael Kearney
/s/ Brett T. Agee
Director
March 4, 2025
Brett T. Agee
/s/ Krishna Shivram
Director
March 4, 2025
Krishna Shivram
/s/ Carla Mashinski
Director
March 4, 2025
Carla Mashinski
/s/ Sean Woolverton
Director
March 4, 2025
Sean Woolverton
81
Exhibit 4.1
DESCRIPTION OF REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
DESCRIPTION OF CAPITAL STOCK
The following description of the capital stock of Ranger Energy Services, Inc. (the “Company” or “we”) is based upon the Company’s amended and restated
certificate of incorporation (“Certificate of Incorporation”), the Company’s amended and restated bylaws adopted (“Bylaws”) and applicable provisions of law. We
have summarized certain portions of the Company’s Certificate of Incorporation and Bylaws below. The summary is not complete and is subject to, and is qualified in
its entirety by express reference to, the provisions of applicable law and to the Company’s Certificate of Incorporation and Bylaws.
Authorized Capital Stock
The authorized capital stock of the Company consists of 100,000,000 shares of Class A common stock, $0.01 par value per share, 100,000,000 shares of
Class B common stock, $0.01 par value per share and 50,000,000 shares of preferred stock, $0.01 par value per share. As of February 28, 2025, we had 22,252,946
shares of Class A common stock and no shares of Class B Common Stock outstanding, and no shares issued and outstanding of preferred stock. As of February 28,
2025, the Company had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"): Class A
common stock.
Class A Common Stock
Voting Rights. Holders of shares of Class A common stock are entitled to one vote per share held of record on all matters to be voted upon by the
stockholders. The holders of Class A common stock do not have cumulative voting rights in the election of directors. Except as described below or as required by law,
all matters to be voted on by stockholders must be approved by the affirmative vote of a majority of the voting power of the outstanding shares present in person or
represented by proxy at the meeting and entitled to vote on the matter. Subject to the rights of holders of any preferred stock, directors shall be elected by a plurality
of votes validly cast in such director election. Non-binding advisory matters with more than two possible vote choices require the affirmative vote of a plurality of the
voting power of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the matter.
Dividend Rights. Holders of shares of our Class A common stock are entitled to ratably receive dividends when and if declared by our board of directors out
of funds legally available for that purpose, subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that
may be applicable to any outstanding preferred stock.
Liquidation Rights. Upon our liquidation, dissolution, distribution of assets or other winding up, the holders of Class A common stock are entitled to receive
ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of any of our outstanding shares of preferred
stock.
Other Matters. The shares of Class A common stock have no preemptive or conversion rights and are not subject to further calls or assessment by us. There
are no redemption or sinking fund provisions applicable to the Class A common stock.
Preferred Stock
Under our Certificate of Incorporation, our board of directors has the authority to issue preferred stock in one or more series, and to fix for each series the
voting powers, designations, preferences and relative, participating, optional or other rights and the qualifications, limitations or restrictions, as may be stated and
expressed in any resolution or resolutions adopted by our board of directors providing for the issuance of such series as may be permitted by the DGCL, including
dividend rates, conversion rights, terms of redemption and liquidation preferences and the number of shares constituting each such series, without any further vote or
action by our stockholders.
The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a
stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and
other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a
majority of our
Exhibit 4.1
outstanding voting stock. Additionally, the issuance of preferred stock may restrict dividends on our common stock, dilute the voting power of our common stock or
subordinate the liquidation rights of our common stock.
The board of directors approved a Certificate of Designation of Preferences, Powers, Preferences and Rights relating to the Series A Convertible Preferred
Stock, providing for the authorization and issuance of 6,000,001 shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) in connections with the
entry into that certain Securities Purchase Agreement, by and between the Company and the purchasers thereof, dated September 10, 2021. The Series A Preferred
Stock automatically converted into shares of the Company’s Class A common stock, on April 18, 2022, upon effectiveness of a registration statement filed on Form S-
1 by the Company on March 31, 2022 (File No. 001-699-039).
.
Anti-Takeover Effects of Provisions of Our Certificate of Incorporation,
Our Bylaws and Delaware Law
Some provisions of Delaware law, and our Certificate of Incorporation and our Bylaws described below, contain provisions that could make the following
transactions more difficult: acquisitions of us by means of a tender offer, a proxy contest or otherwise; or removal of our incumbent officers and directors. These
provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish or could
deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium
over the market price for our shares.
These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also
designed to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection and our potential ability
to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals
because, among other things, negotiation of these proposals could result in an improvement of their terms.
Delaware Law
We are not subject to the provisions of Section 203 of the DGCL, regulating corporate takeovers. In general, those provisions prohibit a Delaware
corporation, including those whose securities are listed for trading on the NYSE, from engaging in any business combination with any interested stockholder for a
period of three years following the date that the stockholder became an interested stockholder, unless:
•
the transaction is approved by the board of directors before the date the interested stockholder attained that status;
•
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the transaction commenced; or
•
on or after such time the business combination is approved by the board of directors and authorized at a meeting of stockholders by at least two-thirds
of the outstanding voting stock that is not owned by the interested stockholder.
Certificate of Incorporation and Bylaws
Provisions of our Certificate of Incorporation and our Bylaws may delay or discourage transactions involving an actual or potential change in control or
change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders
might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our Class A common stock.
Provisions in our Certificate of Incorporation and Bylaws:
•
establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new
business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in
writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our
principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year.
Our Bylaws specify the requirements as to form and content of all stockholders'
Exhibit 4.1
notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting;
•
provide our board of directors the ability to authorize undesignated preferred stock. This ability makes it possible for our board of directors to issue,
without stockholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control
of us. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our company;
•
provide that the authorized number of directors may be changed only by resolution of the board of directors;
•
provide that, after our legacy investors, including CSL Capital Management, LLC (“CSL”) and its affiliates no longer collectively hold more than 50%
of the voting power of our common stock, all vacancies, including newly created directorships, may, except as otherwise required by law or, if
applicable, the rights of holders of a series of preferred stock, be filled by the affirmative vote of a majority of directors then in office, even if less than
a quorum (prior to such time, vacancies may also be filled by stockholders holding a majority of the outstanding shares entitled to vote);
•
provide that, after CSL and its affiliates no longer collectively hold more than 50% of the voting power of our common stock, any action required or
permitted to be taken by the stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any
consent in writing in lieu of a meeting of such stockholders, subject to the rights of the holders of any series of preferred stock with respect to such
series;
•
provide that, after CSL and its affiliates no longer collectively hold more than 50% of the voting power of our common stock, our Certificate of
Incorporation and Bylaws may be amended by the affirmative vote of the holders of at least two-thirds of our then-outstanding shares of stock entitled
to vote thereon;
•
provide that, after CSL and its affiliates no longer collectively hold more than 50% of the voting power of our common stock, special meetings of our
stockholders may only be called by the board of directors;
•
provide, after CSL and its affiliates no longer collectively hold more than 50% of the voting power of our common stock, for our board of directors to
be divided into three classes of directors, with each class as nearly equal in number as possible, serving staggered three-year terms, other than directors
that may be elected by holders of preferred stock, if any. This system of electing and removing directors may tend to discourage a third party from
making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority
of the directors;
•
provide that we renounce any interest in existing and future investments in other entities by, or the business opportunities of, CSL and its affiliates and
that they have no obligation to offer us those investments or opportunities; and
•
provide that our Bylaws can be amended by the board of directors.
LISTING
Our Class A common stock is traded on the New York Stock Exchange under the trading symbol “RNGR”.
TRANSFER AGENT
The transfer agent and registrar for our Class A common stock is Computershare Trust Company, N. A.
Exhibit 10.14
RANGER ENERGY SERVICES, INC.
AMENDMENT TO
PERFORMANCE STOCK UNIT AWARD INCENTIVE AGREEMENT
THIS AMENDMENT TO PERFORMANCE STOCK UNIT AWARD INCENTIVE AGREEMENT (this “Amendment”) is made and entered into by
and between Ranger Energy Services, Inc., a Delaware corporation (the “Company”) and [●], an individual and employee of the Company (the “Grantee”), as of the
[xx]th day of [●], 2025 (the “Amendment Date”), subject to the terms and conditions of the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan, as it may
be amended from time to time thereafter (the “Plan”) and the Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreement dated [●], by and
between the Company and the Grantee (the “Agreement”). The Plan and the Agreement are hereby incorporated herein in their entirety by this reference. Capitalized
terms not otherwise defined in this Amendment shall have the meaning given to such terms in the Plan or the Agreement, as applicable.
WHEREAS, Grantee previously received a Performance-Based Stock-Based Award subject to the terms of the Agreement and the Plan; and
WHEREAS, pursuant to Section 10 of the Plan, the Compensation Committee of the Board of Directors of the Company (the “Committee”) may amend any
Award and any Award Agreement; and
WHEREAS, on the Amendment Date, the Committee determined that it was advisable and in the best interests of the Company and its stockholders, and
within its power and authority under the Plan, to amend the Agreement pursuant to this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Grantee hereby agree as follows:
1.
Section 3(c) of the Agreement is hereby amended to read in its entirety as follows:
“(c) Absolute RNGR Stock Price. The second Performance Criterion is the Absolute Total Shareholder Return (the “Absolute
TSR”) as defined in Exhibit A to this Agreement (the “Absolute TSR Criterion”). The Company’s Absolute TSR will be
measured using the dividend-adjusted VWAP of the Company’s shares for the 30 consecutive trading days immediately preceding
the beginning of the Performance Period, and such initial dividend-adjusted VWAP calculation will be compared with the
dividend-adjusted VWAP of the Company’s shares for the last 30 consecutive trading days immediately preceding the end of the
Performance Period to determine the payout. The Absolute TSR Criterion is one-hundred percent (100%) of the total weighting
for fifty percent (50%) of the Performance Stock Units awarded under this Agreement.” As used herein, “VWAP” means volume-
weighted average price.
2.
All references to “VWAP” set forth in Section 3(f) of the Agreement are hereby amended to refer to “dividend-adjusted VWAP.”
3.
Section 2 of Exhibit A of the Agreement is hereby amended to read in its entirety as follow:
“2. Absolute TSR. Absolute TSR is the Performance Criterion applicable to the balance of the Performance Stock Units and is
determined by subtracting the dividend-adjusted VWAP of the Company’s shares for the first 30 consecutive trading days
immediately preceding the beginning of the applicable period from the dividend-adjusted VWAP of the Company’s shares for the
30 consecutive trading days immediately preceding the end of the applicable period. This difference will then be divided by the
dividend-adjusted VWAP of the Company’s shares for the first 30 consecutive trading days immediately preceding the beginning
of the applicable period and multiplied by 100 to determine the Absolute TSR as a percent of growth in the stock price over the
applicable period. The Company’s Absolute TSR is a Performance Criterion that will not be compared to similar Peer Company
performance over the applicable period.
* * * * *
IN WITNESS WHEREOF, this Amendment is hereby approved and executed as of the Amendment Date
RANGER ENERGERY SERVICES, INC.
By: _________________________________________
Krishna Shivram, Compensation Committee Chair
GRANTEE
_____________________________________________
[Name]
RANGER ENERGY SERVICES, INC.
INSIDER TRADING POLICY
(Amended and Restated as of June 5, 2024)
This Insider Trading Policy (this “Policy”) provides guidelines to directors, officers, employees and consultants of Ranger Energy
Services, Inc. and its subsidiaries (the “Company”) with respect to transactions in the Company’s securities (such as common
stock, options to buy or sell common stock, warrants and convertible securities) and derivative securities relating to the
Company’s common stock, whether or not issued by the Company (such as exchange-traded options), and the handling of
confidential information about the Company, for the purpose of promoting compliance with applicable securities laws.
This Policy applies to all members of the board of directors, all officers, and all employees of the Company and its subsidiaries.
This Policy also applies to contractors or consultants who receive or are aware of Material, Non-Public Information (as defined
below) regarding (1) the Company and its subsidiaries, and (2) any other company with publicly-traded securities, including
the Company’s customers, joint-venture or strategic partners, vendors and suppliers (“business partners”), obtained in the
course of employment by or in association with the Company. This Policy also applies to any other person who receives
Material, Non-Public Information. The people to whom this Policy applies are referred to in this Policy as “insiders.” All
insiders must comply strictly with this Policy.
The Company reserves the right to amend or rescind this Policy or any portion of it at any time and to adopt different policies
and procedures at any time. In the event of any conflict or inconsistency between this Policy and any other materials
distributed by the Company, this Policy shall govern. If a law conflicts with this Policy, you must comply with the law.
You should read this Policy carefully and promptly sign and return the certification attached as Annex A acknowledging receipt
of this Policy via email to SEC@rangerenergy.com or via mail to:
Ranger Energy Services, Inc.
10350 Richmond Avenue, Suite 550
Houston, Texas 77042
Attention: General Counsel and Corporate Secretary
The Company’s General Counsel and Corporate Secretary, or such other officer later designated by the Board, shall serve as
the “Compliance Officer” for purposes of this Policy. The Company’s General Counsel and Corporate Secretary, with our HR
department, is responsible for ensuring that all of the Company’s directors, officers and other employees promptly sign and
return the attached certification acknowledging receipt of this Policy.
I. Definitions and Explanations
A. Material, Non-Public Information
1. What Information is “Material”?
not possible to define all categories of material information. However, information should be regarded as material if there is a
substantial likelihood that it would be considered important to a reasonable investor in making an investment
decision regarding the purchase or sale of the Company’s securities. Information that is likely to affect the price
of a company’s securities (whether positive or negative) is almost always material. It is also important to
remember that either positive or negative information may be material.
le it may be difficult under this standard to determine whether particular information is material, there are various categories
of information that are particularly sensitive and, as a general rule, should always be considered material
information. Common examples of material information include:
•
Unpublished financial results (annual, quarterly or otherwise);
•
Unpublished projections of future earnings or losses, or other earnings guidance;
•
Changes to previously announced earnings guidance;
•
News of a pending or proposed merger or acquisition of the Company or tender offer for its securities;
•
News of a significant acquisition or a sale of significant assets;
•
Impending announcements of bankruptcy or financial liquidity problems;
•
Gain or loss of a substantial customer or supplier;
•
Changes in the Company’s distribution or dividend policy;
•
Stock splits;
•
Changes in the Company’s or its subsidiaries’ credit ratings;
•
New equity or debt offerings or other significant financing developments;
2
•
Significant developments in litigation or regulatory proceedings;
•
Significant disruption in the Company’s operations;
or
•
Changes in management or key personnel.
•
If securities transactions become the subject of scrutiny, they will be viewed after-the-fact and with the
benefit of hindsight. Therefore, before engaging in any securities transaction, you should consider carefully
how the Securities and Exchange Commission (“SEC”) and others might view your transaction in hindsight
and with all of the facts disclosed. Moreover, material non-public information does not exclusively mean
information relating to the Company, but may also include information relating to other companies, public
or private, with which the Company does business.
2. What Information is “Non-Public”?
rmation is “non-public” if it has not been previously disclosed to the general public and is otherwise not generally available to
the investing public. In order for information to be considered “public,” it must be widely disseminated in a
manner making it generally available to the investing public and the investing public must have had time to
absorb the information fully. Generally, one should allow one full Trading Day following publication as a
reasonable waiting period before information is deemed to be public.
B. Related Person
“Related Person” means, with respect to the Company’s insiders:
• Any family member living in the insider’s household (including a spouse, minor child, minor stepchild,
parent, stepparent, grandparent, sibling, in- law) and anyone else living in the insider’s household;
• Family members who do not live in the insider’s household but whose transactions in Company securities
are directed by the insider or subject to the insider’s influence or control;
3
• Partnerships in which the insider is a general partner or other entities that are under the insider’s control;
• Trusts of which the insider is a trustee; and
• Estates of which the insider is an executor.
C. Trading Day
“Trading Day” means a day on which national stock exchanges or the Over-The- Counter Bulletin Board Quotation System
are open for trading, and a “Trading Day” begins at the time trading begins.
II. General Policy
This Policy prohibits insiders from trading or tipping, either directly or indirectly, others who may trade in the Company’s
securities while aware of Material, Non-Public Information about the Company. Insiders are also prohibited from trading or
tipping others who may trade in the securities of another company if they learn Material, Non-Public Information about the
other company in connection with their employment by or relationship with the Company. These illegal activities are
commonly referred to as “insider trading.”
All insiders should treat Material, Non-Public Information about the Company’s business partners with the same care required
with respect to Material, Non-Public Information related directly to the Company.
A.
Trading on Material, Non-Public Information
Except as otherwise specified in this Policy, no insider or Related Person shall engage in any transaction involving a
purchase or sale of the Company’s securities, including any offer to purchase or offer to sell, during any period
commencing with the date that he or she is aware of Material, Non-Public Information concerning the Company, and
ending at the beginning of the second Trading Day following the date of public disclosure of the Material, Non-Public
Information, or at the time that the information is no longer material.
It is also the policy of the Company that the Company will not engage in transactions in the Company’s securities while
aware of Material, Non-Public Information relating to the Company or the Company’s securities, except in the event
such transactions are done pursuant to Rule 10b5-1 or as otherwise permitted under Securities and Exchange Act of
1934, as amended.
4
B.
Tipping Others of Material, Non-Public Information
No insider shall disclose or tip, either directly or indirectly, Material, Non-Public Information to any other person
(including Related Persons) where the Material, Non-Public Information may be used by that person to his or her profit
by trading in the securities of the company to which the Material, Non-Public Information relates, nor shall the insider
or the Related Person make recommendations, either directly or indirectly, or express opinions on the basis of Material,
Non-Public Information as to trading in the Company’s securities. Insiders are not authorized to recommend the
purchase or sale of the Company’s securities to any other person based on Material, Non-Public Information.
C.
Confidentiality of Material, Non-Public Information
Material, Non-Public Information relating to the Company is the Company’s property and the unauthorized disclosure
of Material, Non-Public Information is prohibited. If an insider receives any inquiry from outside the Company (such as
a securities analyst) for information (particularly financial results and/or projections) that may be Material, Non-Public
Information, the inquiry should be referred to the Company’s Chief Financial Officer or Compliance Officer, who are
responsible for coordinating and overseeing the release of that information to the investing public, securities analysts
and others in compliance with applicable laws and regulations.
D.
Special and Prohibited Transactions
Because the Company believes it is improper and inappropriate for its insiders to engage in short-term or speculative
transactions involving certain securities, it is the Company’s policy that its insiders may not engage in any of
transactions specified below.
1.
Transactions in Company Debt Securities. The Company believes that it is inappropriate for its insiders to
be creditors of the Company due to actual or perceived conflicts of interest that may arise in connection
therewith. Therefore, transactions in Company debt securities, whether or not those securities are
convertible into Company common stock, are prohibited by this Policy.
2.
Hedging Transactions and Other Transactions Involving Company Derivative Securities. Hedging or
monetization transactions can permit an individual to hedge against a decline in stock price, while at the
same time eliminating much of the individual’s economic interest in any rise in value of the hedged
securities. Because hedging transactions can present the appearance of a bet for or against the Company,
hedging or monetization transactions, whether direct or indirect, involving the Company’s
5
securities are completely prohibited, regardless of whether you are in possession of Material, Non-Public
Information. A “short sale,” or sale of securities that the seller does not own at the time of sale or, if
owned, that will not be delivered within 20 days of the sale, is an example of a prohibited hedging
transaction.
Transactions involving derivative securities, whether or not entered into for hedging or monetization purposes,
may also create the appearance of impropriety in the event of any unusual activity in the underlying
equity security. Transactions involving Company- based derivative securities are completely prohibited,
whether or not you are in possession of Material, Non-Public Information. “Derivative securities” are
options, warrants, stock appreciation rights, convertible notes or similar rights whose value is derived
from the value of an equity security, such as Company common stock. Transactions in derivative securities
include, but are not limited to, trading in Company-based option contracts, transactions in straddles or
collars, and writing puts or calls. Transactions in debt that may be convertible into Company common
stock would also constitute a transaction in derivative securities prohibited by this Policy. This Policy does
not, however, restrict holding, exercising, or settling awards such as options, restricted stock, restricted
stock units, or other derivative securities granted under a Company equity incentive plan as described in
more detail below under “Exempted Transactions.”
3. Purchases of Company Stock on Margin. Any of the Company’s common stock purchased in the open market should be
paid for in full at the time of purchase. Purchasing the Company’s common stock on margin (e.g.,
borrowing money from a brokerage firm or other third party to fund the stock purchase) is strictly
prohibited by this Policy.
4. Pledges of Company Securities. Company stock pledged as collateral, including shares held in a margin
account, may be sold without your consent by the lender in foreclosure if you default on your loan. A
foreclosure sale that occurs when you are aware of Material, Non-Public Information may, under some
circumstances, result in unlawful insider trading. Because of this danger, pledging Company securities as
collateral is strictly prohibited by this Policy.
5. Short Term Trading. Short-term trading of Company securities may be distracting and may unduly focus the
person on the
6
Company’s short-term stock market performance instead of the Company’s long-term business objectives.
For these reasons, unless pre-clearance has been received from the Compliance Officer, insiders who
purchase Company securities in the open market may not sell any Company securities of the same class
during the six months following the purchase (or vice versa).
6. Standing and Limit Orders. Standing and limit orders (except standing and limit orders under approved Rule
10b5-1 Plans, see Section V below) should be used only for a very brief period of time. The problem with
purchases or sales resulting from standing instructions to a broker is that there is no control over the
timing of the transaction. The broker could execute a transaction when the insider is in possession of
Material, Non-Public Information.
E. Exempted Transactions
This Policy does not apply in the case of the following transactions, except as specifically noted:
1. Stock Option Exercises. This Policy does not apply to the exercise of an employee stock option acquired
pursuant to the Company’s plans, or to the exercise of a tax withholding right pursuant to which a person
has elected to have the Company withhold shares subject to an option to satisfy tax withholding
requirements. This Policy does apply, however, to the sale of any stock issued upon the exercise of
Company granted options, to any sale of stock as part of a broker-assisted cashless exercise of an option,
or any other market sale for the purpose of generating the cash needed to pay the exercise price of an
option.
2. Restricted Stock Awards. This Policy does not apply to the vesting of restricted stock, or the exercise of a tax
withholding right pursuant to which the insider elects to have the Company withhold shares of stock to
satisfy tax withholding requirements upon the vesting of any restricted stock. The Policy does apply,
however, to any market sale of the stock subject to such awards following the date the restrictions on the
restricted stock award lapses.
3. 401(k) Plan. This Policy does not apply to purchases of Company securities, if any, in the Company’s 401(k)
plan resulting from an insider’s periodic contribution of money to the plan pursuant to the insider’s
payroll deduction election or the employer’s contribution of money to the plan on the insider’s behalf.
This
7
Policy does apply, however, to certain elections the insider may make under such plans, including:
(a) an election to increase or decrease the percentage of the insider’s periodic contributions that will be
allocated to the Company stock fund, if any;
(b) an election to make an intra-plan transfer of an existing account balance into or out of any Company
stock fund;
(c) an election to borrow money against the insider’s 401(k) plan account if the loan will result in a
liquidation of some or all of the insider’s balance in any Company stock fund; and
(d) an election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to any
Company stock fund.
4. Employee Stock Purchase Plan. This Policy does not apply to purchases of Company securities in any
employee stock purchase plan maintained by the Company resulting from the insider’s periodic
contribution of money to the plan pursuant to the election the insider made at the time of the insider’s
enrollment in the plan. This Policy also does not apply to purchases of Company securities resulting from
lump sum contributions to any such plan, provided that the insider elected to participate by lump sum
payment at the beginning of the applicable enrollment period. This Policy does apply, however, to the
insider’s election to participate in any such plan for any enrollment period, and to the insider’s sales of
Company securities purchased pursuant to the plan
5. Dividend Reinvestment Plan. This Policy does not apply to purchases of Company securities under any
Company dividend reinvestment plan resulting from the insider’s reinvestment of dividends paid on
Company securities. This Policy does apply, however, to voluntary purchases of Company securities
resulting from additional contributions the insider chooses to make to any dividend reinvestment plan,
and to the insider’s election to participate in the plan or increase the insider’s level of participation in the
plan. This Policy also applies to the insider’s sale of any Company securities purchased pursuant to any
plan.
6. Other Similar Transactions. Any other purchase of Company securities from the Company or sales of
Company securities to the Company are not subject to this Policy.
8
F. Transactions Not Involving a Purchase or Sale
Bona fide gifts are not transactions subject to this Policy, unless the person making the gift has reason to believe that the
recipient intends to sell the Company securities while the officer, employee or director is aware of Material, Non-Public
Information, or the person making the gift is subject to the trading restrictions specified below under the heading
“Additional Trading Guidelines and Requirements for Certain Insiders.” Gifts by persons subject to the “Additional
Trading Guidelines and Requirements for Certain Insiders” are subject to pre-clearance by the Compliance Officer.
Transactions in mutual funds that are invested in Company securities are not transactions subject to this Policy.
G. Post-Termination Transactions
The guidelines set forth in this Section II continue to apply to transactions in the Company’s securities even after the insider
has terminated employment or other service relationship with the Company as follows: if the insider is aware of
Material, Non-Public Information when his or her employment or service relationship terminates, the insider may not
trade in the Company’s securities until that information has become public or is no longer material.
H. No Hardship Waivers
The guidelines set forth in this Section II may not be waived.
III. Additional Trading Guidelines and Requirements for Certain Insiders
A. Blackout Period and Trading Window
The Company may designate any period, particularly around the public disclosure of the financial results for that fiscal
quarter or other events, as a blackout period (“Blackout Period”). A Blackout Period is a particularly sensitive period of
time for transactions in the Company’s securities from the perspective of compliance with applicable securities laws.
This sensitivity is due to the fact that certain insiders identified by the Company will, during the Blackout Period, often
be aware of Material, Non-Public Information about the expected financial results for the quarter. Certain insiders
identified by the Company and who have been notified that they have been so identified (the “Window Group”) are
prohibited from trading during the Blackout Period. Insiders who have not been identified as being in the Window
Group should adhere to the general prohibitions set forth in this Policy.
Specifically, the members of any Window Group, as well as any Related Persons, are prohibited from trading in the
Company’s securities during a Blackout Period which, unless otherwise designated by the Company, will begin fifteen
days prior to the close of business on the last day of the end of each fiscal quarter and ending at the beginning of the
second Trading Day
9
following the public disclosure of the financial results for that fiscal quarter. The dates constituting the Blackout Period
may be established or modified on behalf of the Company by the Company’s Chief Executive Officer in consultation
with the Board. In other words, these persons may only conduct trades during the “Trading Window” commencing at
the beginning of the second Trading Day following the public disclosure of the Company’s quarterly financial results and
ending a designated number of days prior to the close of the next fiscal quarter. Additionally, except in exceptional
circumstances approved by the Compliance Officer, gifts of the Company’s securities by any member of the Window
Group are also subject to this Blackout Period restriction.
From time to time, the Company may also prohibit the Window Group from trading the Company’s securities because of
developments known to the Company and not yet disclosed to the public. In this event, the Window Group may not
engage in any transaction involving the purchase or sale of the Company’s securities until the information has been
known publicly for at least one full Trading Day and should not disclose to others the fact of the trading suspension.
It should be noted that even during the Trading Window, any person aware of Material, Non-Public Information concerning
the Company should not engage in any transactions in the Company’s securities until the information has been known
publicly for at least one full Trading Day, whether or not the Company has recommended a suspension of trading to
that person. Trading in the Company’s securities during the Trading Window should not be considered a “safe harbor,”
and all insiders should use good judgment at all times.
Transactions made pursuant to Rule 10b5-1 trading plans entered into in compliance with Section V (Planned Trading
Programs) below, are exempt from the Blackout Period restrictions above.
B. Pre-Clearance of Trades
The Company has determined that the Window Group must not trade in the Company’s securities, even during a Trading
Window, without first complying with the Company’s “pre-clearance” process. Each member of the Window Group
should contact the Company’s Compliance Officer prior to commencing any trade in the Company’s securities. The
Compliance Officer will consult, as necessary, with senior management before clearing any proposed trade. Any
proposed trade cleared by the Company’s Compliance Officer shall be reported immediately to the Company’s Chief
Executive Officer by the Compliance Officer.
Please note that clearance of a proposed trade by the Company’s Compliance Officer does not constitute legal advice
regarding or otherwise acknowledge that a member of the Window Group does not possess Material, Non-Public
10
Information. Employees must ultimately make their own judgments regarding, and are personally responsible for
determining, whether they are in possession of Material, Non-Public Information.
C. Hardship Waivers
The guidelines specified in this Section III may be waived, at the discretion of the Company’s Compliance Officer, if
compliance would create severe hardship or prevent an insider within the Window Group from complying with a court
order, as in the case of a divorce settlement. Any exception approved by the Company’s Compliance Officer shall be
reported immediately to the Audit Committee of the Company’s Board of Directors (the “Board”).
IV. Additional Information for Directors and Officers
Pursuant to Section 16(a) of the Securities Exchange Act of 1934 Act, as amended (the “Exchange Act”), the Company’s
directors and executive officers (“Section 16 officers”), and 10% stockholders are required to file Section 16 reports with the
SEC when they engage in transactions in the Company’s securities. Although the Company may generally assist its directors
and Section 16 officers in preparing and filing the required reports, directors and Section 16 officers retain sole responsibility
for the reports.
Further, directors and Section 16 officers may be subject to trading blackouts pursuant to Regulation Blackout Trading
Restriction, or Regulation BTR, under the federal securities laws. In general and with certain limited exemptions, Regulation
BTR prohibits any director or Section 16 officer from engaging in certain transactions involving Company securities during
periods when participants are prevented from purchasing, selling or otherwise acquiring or transferring an interest in certain
securities held in individual account plans. Any profits realized from a transaction that violates Regulation BTR are recoverable
by the Company, regardless of the intentions of the director or officer effecting the transaction. In addition, individuals who
engage in such transactions are subject to sanction by the SEC as well as potential criminal liability. The Company will notify
directors and Section 16 officers if they are subject to a blackout trading restriction under Regulation BTR. Failure to comply
with an applicable trading blackout in accordance with Regulation BTR is a violation of law and this Policy.
V. Planned Trading Programs
Rule 10b5-1 under the Exchange Act provides an affirmative defense to an allegation that a trade has been made on the basis
of Material, Non-Public Information.
In order to be eligible to rely on this defense, a person subject to this Policy must enter into a Rule 10b5-1 plan for
transactions in the Company’s securities that meets certain conditions specified in the Rule (a “Rule 10b5-1 Plan”) and must
be in accordance with the Company’s “Guidelines for Rule 10b5-1 Plans” attached hereto as Annex B, including informing the
Compliance Officer and obtaining pre-clearance
11
prior to entering into a Rule 10b5-1 trading plan. All Rule 10b5-1 Plans must be reviewed and approved in advance by the
Company’s Compliance Officer to ensure compliance with applicable requirements. If the plan meets the requirements of Rule
10b5-1, transactions in Company Securities may occur even when the person who has entered into the plan is aware of
Material, Non-Public Information.
Adopted and executed Rule 10b5-1 Plans must be provided to the Compliance Officer within one Trading Day after the
execution of the plan. In addition, directors and Section 16 officers must also notify the Compliance Officer within one Trading
Day after the completion of any transactions under the plan. Sales pursuant to Rule 10b5-1 Plans must be reported on Form 4,
and the specific checkbox on the form must be selected to indicate that the transaction was pursuant to a plan.
Please note that the Company retains the right to reject and not permit the adoption of a Rule 10b5-1 Plan for any reason.
Further, please note that if trading in the Company’s stock is suspended for any reason, such suspension shall take effect
notwithstanding the existence of a Rule 10b5-1 Plan.
VI. Stock Buyback Programs
During such time as the Company is trading under a stock buyback program, if any, the officers and, if applicable, any directors
that have Material, Non-Public Information regarding the program, are prohibited from selling the Company’s securities (other
than pursuant to a Rule 10b5-1 Plan). Additionally, during such time as the Company is trading under a stock buy-back
program, these officers and directors should coordinate any share purchases through the Compliance Officer to facilitate the
Company’s compliance with Rule 10b-18.
VII. Potential Criminal and Civil Liability and/or Disciplinary Action
A.
SEC Enforcement Action
The adverse consequences of insider trading violations can be staggering and currently include, without limitation, the
following:
1.
For individuals who trade on Material, Non-Public Information (or tip information to others) a civil penalty, a
substantial jail term and/or a criminal penalty of several times the amount of profits gained or losses avoided.
2. For a company (as well as possibly any supervisory person) that fails to take appropriate steps to prevent illegal
trading, a civil penalty, a criminal fine, and/or the civil penalties may extend personal liability to the Company’s
directors, officers and other supervisory personnel if they fail to take appropriate steps to prevent insider
trading.
12
B. Disciplinary Action by the Company
sons who violate this Policy shall be subject to disciplinary action by the Company, which may include termination or other
appropriate action.
IX. Administration of the Policy
The Company’s General Counsel and Corporate Secretary or other officer designated by the Board shall serve as the
Compliance Officer for the purposes of this Policy, and in his or her absence, another employee designated by the General
Counsel and Corporate Secretary shall be responsible for administration of this Policy. All determinations and interpretations
by the Compliance Officer shall be final and not subject to further review.
* * * *
This document states a policy of Ranger Energy Services, Inc. and is not intended to be regarded as the rendering of legal
advice.
13
ANNEX A
INSIDER TRADING POLICY
CERTIFICATION
I have read and understand the Insider Trading Policy (the “Policy”) of Ranger Energy Services, Inc. and its subsidiary
companies (collectively the “Company”). I agree that I will comply with the policies and procedures set forth in the Policy. I
understand and agree that, if I am a director, officer or employee of the Company or one of its subsidiaries or other affiliates,
my failure to comply in all respects with the Company’s policies, including the Policy, is a basis for termination for cause of my
employment or service with the Company and any subsidiary or other affiliate to which my employment or service now relates
or may in the future relate.
I am aware that this signed Certification will be filed with my personal records in the
Company’s Human Resources Department.
Signature
Type or Print Name
Date
1
ANNEX B
RULE 10b5-1 TRADING PLAN GUIDELINES
These Rule 10b5-1 Trading Plan Guidelines apply to plans to trade the Company’s securities (each, a “Plan”) under Rule 10b5-1
(“Rule 10b5-1”) of the Exchange Act. These Guidelines apply to all officers, directors and employees of the Company.
Questions regarding these Guidelines should be directed to the Compliance Officer.
I.
Plan Establishment
A.
No Plan may become effective (that is, no transaction may occur) until the Plan has been reviewed and pre-cleared by
the Compliance Officer by written acknowledgment.
B.
Each Plan must be a written plan or binding agreement entered into with a national brokerage firm or other financial
professional reasonably acceptable to the Company.
C.
The Plan may not be adopted during a Blackout Period as described in the Policy, or at a time when the officer, director
or employee is aware of Material, Non-Public Information concerning the Company.
D.
Purchases or sales pursuant to a Plan may not be conducted until the applicable cooling-off period under Rule 10b5-1
and any further reasonable buffer period required by the Compliance Officer has lapsed. For officers and directors, no
transaction may take place under a Plan until the later of (a) 90 days after adoption or modification of the Plan (as
specified in Rule 10b5-1), or (b) two Trading Days following the disclosure of the Company’s financial results in a Form
10-Q or Form 10-K for the fiscal quarter in which the Plan was adopted or modified (as specified in Rule 10b5-1). In any
event, under Rule 10b5-1 the cooling-off period is subject to a maximum of 120 days after adoption of the Plan.
E.
Officers, directors and employees may not have another outstanding (and may not subsequently enter into any
additional) Plans during the same period, except in certain limited circumstances, which must be cleared with the
Compliance Officer.
F.
Officers, directors and employees may not have more than one single-trade Plan during any 12-month period, except in
certain limited circumstances, which must be cleared with the Compliance Officer.
G.
Each Plan must be subject to the certifications and/or representations prescribed by Rule 10b5-1.
1
II. Plan Modifications
A.
Plan modifications will be allowed in rare circumstances based on review and approval by the Compliance Officer.
B.
Modifications to a Plan cannot be made during a Blackout Period as described in the Policy.
C.
Plan modifications generally may not take effect until any applicable cooling-off period under Rule 10b5-1 (detailed
above) and any further reasonable buffer period required by the Compliance Officer has lapsed.
III. Plan Termination
A.
Early termination of a Plan should occur only in unusual circumstances, and effectiveness of a Plan termination will be
subject to the advance review and approval of the Compliance Officer. There may be circumstances under which the
Compliance Officer will not acknowledge the establishment of a new Plan or grant pre-clearance for trading activity
within a short period of time following termination of a Plan.
IV. Public Announcements
A.
The Company may make a public announcement that Plans are being implemented. It will consider in each case
whether a public announcement of a particular Plan should be made. It may also make public announcements or
respond to inquiries from the media as transactions are made under a Plan.
B.
The Company will be required to make certain quarterly disclosures, in accordance with Rule 10b5-1, of any adoption,
modification, or termination by directors or officers of any Plan or other written trading arrangements under Rule 10b5-
1 and certain material terms of such Plan or arrangement (and the Plan participants must furnish the Company with
such information promptly).
V. Miscellaneous
A.
The Company may suspend a Plan immediately upon notice to the officer, director or employee for any reason,
including but not limited to, underwritten public offerings, private placement transactions or other material events of
the Company or if the Company becomes aware of Policy violation.
B.
The officer, director or employee will be solely responsible for determining the Plan’s compliance with Rule 10b5-1 and
other applicable U.S. and other securities laws and regulations. Acknowledgement of a Plan by the Company may not
be characterized or understood to signify consent, approval or a legal opinion as to the Plan’s compliance with Rule
10b5-1 or other applicable laws and regulations.
C.
Any person entering into a Plan must act in good faith with respect to the Plan.
2
D.
Any director, officer or employee who has implemented a Plan must, promptly upon request, provide the Compliance
Officer with information regarding the date of adoption or termination of the plan, the Plan’s duration, the aggregate
number of securities to be sold or purchased under the Plan, and any other information reasonably requested by the
Compliance Officer.
Each director, officer and other Section 16 insider understands that the approval or adoption of a pre-planned selling program
in no way reduces or eliminates such person’s obligations under Section 16 of the Exchange Act, including such person’s
disclosure and short-swing trading liabilities thereunder. If any questions arise, such person should consult with their own
counsel in implementing a Rule 10b5-1 Plan.
3
Exhibit 21.1
RANGER ENERGY SERVICES, INC.
Subsidiaries
Company
Jurisdiction of Organization
RNGR Energy Services, LLC
Delaware
Torrent Energy Services, LLC
Delaware
Ranger Energy Services, LLC
Delaware
Academy Oilfield Rentals, LLC
Delaware
Bravo Wireline, LLC
Delaware
Patriot Completion Solutions LLC
Delaware
Ranger Energy Equipment, LLC
Delaware
Ranger Energy Leasing, LLC
Delaware
Ranger Energy Properties, LLC
Delaware
Ranger Energy Acquisition, LLC
Delaware
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ranger Energy Services, Inc.
Houston, Texas
We have issued our reports dated March 4, 2024, with respect to the consolidated financial statements and internal control over financial
reporting included in the Annual Report of Ranger Energy Services, Inc. on Form 10-K for the year ended December 31, 2024. We
consent to the incorporation by reference of said reports in the Registration Statements of Ranger Energy Services, Inc. on Forms S-8 (File
No. 333-220018, File No. 333-231818 and File No. 333-265359) and on Form S-1 (File No. 333-264037).
/s/ Grant Thornton, LLP
Houston, Texas
March 4, 2025
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stuart N. Bodden, certify that:
1.
I have reviewed this annual report on Form 10-K of Ranger Energy Services, Inc.
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant
and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's first fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over
financial reporting.
Exhibit 31.1
Dated:
March 4, 2025
/s/ Stuart N. Bodden
Stuart N. Bodden
President, Chief Executive Officer and Director
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Melissa Cougle, certify that:
1.
I have reviewed this annual report on Form 10-K of Ranger Energy Services, Inc.
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant
and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's first fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over
financial reporting.
Exhibit 31.2
Dated:
March 4, 2025
/s/ Melissa Cougle
Melissa Cougle
Chief Financial Officer
(Principal Financial Officer)
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
UNDER SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350
In connection with the Annual Report on Form 10-K of Ranger Energy Services, Inc. (the “Company”) as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Stuart N. Bodden, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Dated:
March 4, 2025
/s/ Stuart N. Bodden
Stuart N. Bodden
President, Chief Executive Officer and Director
(Principal Executive Officer)
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
UNDER SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350
In connection with the Annual Report on Form 10-K of Ranger Energy Services, Inc. (the “Company”) as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Melissa Cougle, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Dated:
March 4, 2025
/s/ Melissa Cougle
Melissa Cougle
Chief Financial Officer
(Principal Financial Officer)