What changed in this filing

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Item 1. Financial Statements

2022-08-03 compared with 2022-04-29 · 175 added, 130 removed, 457 unchanged (40% of the section changed)

3 unchanged sentences

(in millions, except share amounts)

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Cash and cash equivalents $ 5.1 $ 0.6

26 unchanged sentences

50,000,000 shares authorized;

6,000,001 shares issued and outstanding as of March 31, 2022 and December 31, 2021

no shares issued or outstanding as of June 30, 2022;

6,000,001 shares issued and outstanding as of December 31, 2021

Class A Common Stock, $ 0.01 par value, 100,000,000 shares authorized;

19,223,189 shares issued and 18,671,361 shares outstanding as of March 31, 2022;

25,268,856 shares issued and 24,717,028 shares outstanding as of June 30, 2022;

18,981,172 shares issued and 18,429,344 shares outstanding as of December 31, 2021

Class B Common Stock, $ 0.01 par value, 100,000,000 shares authorized;

no shares issued or outstanding as of March 31, 2022 and December 31, 2021

no shares issued or outstanding as of June 30, 2022 and December 31, 2021

Class A Common Stock held in treasury at cost;

551,828 treasury shares as of March 31, 2022 and December 31, 2021

551,828 treasury shares as of June 30, 2022 and December 31, 2021

( 3.8 ) ( 3.8 )

1 unchanged sentence

Additional paid-in capital 260.7 260.2

Total controlling stockholders' equity 242.7 248.7

Noncontrolling interest — —

Total stockholders' equity 243.1 248.7

4 unchanged sentences

(in millions, except share and per share amounts)

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2022 2021 2022 2021

High specification rigs $ 76.0 $ 29.0 $ 140.9 $ 50.7

10 unchanged sentences

Depreciation and amortization 11.4 8.2 23.0 16.2

Impairment of fixed assets 1.1 — 1.1 —

Loss on sale of assets 1.1 — 1.1 —

Total operating expenses 155.8 58.5 284.6 104.1

Operating loss ( 2.2 ) ( 8.5 ) ( 7.4 ) ( 15.8 )

Other expenses

Other (income) expenses

Interest expense, net 1.8 0.7 3.9 1.3

Total other expenses 2.1 0.6

Loss before income tax expense ( 7.3 ) ( 7.9 )

Gain on bargain purchase, net of tax ( 2.8 ) — ( 2.8 ) —

Total other (income) expenses ( 1.0 ) 0.7 1.1 1.3

Loss before income tax (benefit) expense ( 1.2 ) ( 9.2 ) ( 8.5 ) ( 17.1 )

Tax (benefit) expense ( 0.8 ) ( 0.1 ) ( 2.4 ) 0.3

13 unchanged sentences

(in millions, except share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021 2022 2021 2022 2021

Quantity Amount

Quantity Amount Quantity Amount

Shares, Series A Preferred Stock

Balance, beginning of period 6,000,001 — $ 0.1 $ — 6,000,001 — $ 0.1 $ —

Shares converted to Class A Common Stock ( 6,000,001 ) — ( 0.1 ) — ( 6,000,001 ) — ( 0.1 ) —

Balance, end of period — — $ — $ — — — $ — $ —

3 unchanged sentences

Shares withheld for taxes on equity transactions ( 14,700 ) ( 26,590 ) — — ( 112,084 ) ( 124,103 ) — —

Issuance of shares from Series A Preferred Stock conversion 6,000,001 — 0.1 — 6,000,001 — 0.1 —

Issuance in connection with acquisitions — 1,256,000 — — — 1,256,000 — —

Balance, end of period 25,268,856 10,682,388 $ 0.3 $ 0.1 25,268,856 10,682,388 $ 0.3 $ 0.1

7 unchanged sentences

Balance, beginning of period $ ( 13.7 ) $ ( 23.0 ) $ ( 8.0 ) $ ( 18.4 )

Net loss attributable to controlling interest ( 5.7 ) ( 4.6 )

Net income (loss) attributable to controlling interest ( 0.4 ) ( 5.6 ) ( 6.1 ) ( 10.2 )

Balance, end of period $ ( 14.1 ) $ ( 28.6 ) $ ( 14.1 ) $ ( 28.6 )

3 unchanged sentences

Shares withheld for taxes on equity transactions ( 0.1 ) ( 0.2 ) ( 1.2 ) ( 0.7 )

Share issuance for acquisitions — 7.7 — 7.7

Impact of transactions affecting noncontrolling interest — 6.1 — 6.8

2 unchanged sentences

Balance, beginning of period $ 242.7 $ 98.4 $ 248.7 $ 101.9

Net loss attributable to controlling interest ( 5.7 ) ( 4.6 )

Net income (loss) attributable to controlling interest ( 0.4 ) ( 5.6 ) ( 6.1 ) ( 10.2 )

Equity based compensation 0.9 0.9 1.7 1.8

Shares withheld for taxes on equity transactions ( 0.1 ) ( 0.2 ) ( 1.2 ) ( 0.7 )

Share issuance for acquisition — 7.7 — 7.7

Shares converted to Class A Common Stock ( 0.1 ) — ( 0.1 ) —

Issuance of shares from Series A Preferred Stock conversion 0.1 — 0.1 —

Impact of transactions affecting noncontrolling interest — 6.1 — 6.8

7 unchanged sentences

Balance, beginning of period $ 242.7 $ 176.9 $ 248.7 $ 184.8

Net loss ( 5.7 ) ( 8.3 )

Net income (loss) ( 0.4 ) ( 9.1 ) ( 6.1 ) ( 17.4 )

Equity based compensation 0.9 0.9 1.7 1.8

Shares withheld for taxes on equity transactions ( 0.1 ) ( 0.2 ) ( 1.2 ) ( 0.7 )

Issuance of Class A Common Stock to related party — 7.7 — 7.7

Shares converted to Class A Common Stock ( 0.1 ) — ( 0.1 ) —

Issuance of shares from Series A Preferred Stock conversion 0.1 — 0.1 —

Balance, end of period $ 243.1 $ 176.2 $ 243.1 $ 176.2

3 unchanged sentences

(in millions)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows from Operating Activities

3 unchanged sentences

Equity based compensation 1.7 1.8

Gain on disposal of property and equipment ( 1.0 ) ( 0.4 )

Income tax expense (benefit) ( 1.6 ) 0.4

Loss on disposal of property and equipment 1.1 0.1

Impairment of fixed assets 1.1 —

Gain on bargain purchase, net of tax ( 2.8 ) —

Other expense, net 0.6 1.0

Changes in operating assets and liabilities

Changes in operating assets and liabilities, net effects of business acquisitions

Accounts receivable ( 3.7 ) ( 6.8 )

1 unchanged sentence

Inventory ( 1.7 ) 0.4

Prepaid expenses 4.2 ( 1.0 )

Prepaid expenses and other current assets 5.0 ( 1.0 )

Other assets ( 1.2 ) 0.8

3 unchanged sentences

Other long-term liabilities ( 0.7 ) 0.1

Net cash used in operating activities ( 12.1 ) ( 1.9 )

Net cash provided by (used in) operating activities 7.8 ( 4.1 )

Cash Flows from Investing Activities

1 unchanged sentence

Proceeds from disposal of property and equipment 13.9 0.4

Net cash provided by investing activities 5.0 —

Purchase of businesses, net of cash received — ( 3.5 )

Net cash provided by (used in) investing activities 8.2 ( 4.9 )

Cash Flows from Financing Activities

10 unchanged sentences

Proceeds from financing of sale-leasebacks — 15.6

Net cash provided by financing activities 10.3 0.6

Net cash provided by (used in) financing activities ( 11.5 ) 9.6

Increase in cash and cash equivalents 4.5 0.6

6 unchanged sentences

Additions to fixed assets through installment purchases and financing leases $ ( 2.0 ) $ ( 0.7 )

Issuance of Class A Common Stock for acquisitions $ — $ ( 7.7 )

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

4 unchanged sentences

(“Ranger, Inc.,” “Ranger,” or the “Company”) is a provider of onshore high specification (“high-spec”) well service rigs and complementary services in the United States.

The Company also provides an extensive range of well site services to leading United States (“U.S”).

exploration and production (“E&P”) companies that are fundamental to establishing and maintaining the flow of oil and natural gas throughout the productive life of a well.

The Company also provides an extensive range of well site services to leading United States (“U.S.”) exploration and production (“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, fluid management, other complementary services, as well as installation, commissioning and operating of modular equipment, which are conducted in three reportable segments, as follows:

5 unchanged sentences

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 hauling, processing solutions, as well as snubbing and coil tubing.

These services include equipment rentals, snubbing and coil tubing, plug and abandonment, logistics hauling, 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 Canadian and Kingfisher Counties plays.

12 unchanged sentences

Investments in which the Company exercises control are consolidated and the noncontrolling interests of such investments, which are not attributable directly or indirectly to the Company are presented as a separate component of net income or loss and equity in the accompanying Condensed Consolidated Financial Statements.

The Company had ownership interests in Ranger, LLC, which was consolidated within the Company’s consolidated financial statements, but was not wholly owned by the Company.

Upon conversion of the Class B Common Stock during the year-ended December 31, 2021, all noncontrolling interests were eliminated.

The Company had ownership interests in Ranger LLC, which was consolidated within the Company’s consolidated financial statements, but was not wholly owned by the Company through October 1, 2021.

Pursuant to the TRA Termination Agreement (as defined herein) all noncontrolling interests in Ranger LLC were eliminated.

Changes in the Company’s ownership interest in Ranger LLC, while it retains its controlling interest, are accounted for as equity transactions.

1 unchanged sentence

Services segment as a result of our fourth quarter 2021 operating segment changes.

The Ancillary Services were combined with the historical Processing Solutions segment.

None of these reclassifications have an impact on our consolidated operations results, cash flows or financial position.

The Ancillary Services are now combined with the historical Processing Solutions segment.

None of these reclassifications have an impact on our consolidated operating results, cash flows or financial position.

Significant Accounting Policies

13 unchanged sentences

Emerging Growth Company Status and Smaller Reporting Company Status

The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012.

The Company will remain an emerging growth company until the earlier of (1) the last day of its fiscal year (a) following the fifth anniversary of the completion of its initial public offering (“IPO”), (b) in which its total annual gross revenue is at least $1.07 billion, or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of the Company’s common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of its most recently completed second fiscal quarter, or (2) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies.

The Company has irrevocably opted out of the extended transition period and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

In accordance with the JOBS Act, the Company will remain an EGC until the earlier of (1) the last day of its fiscal year (a) following the fifth anniversary of the completion of its initial public offering (“IPO”), (b) in which its total annual gross revenue is at least $1.07 billion, or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of the Company’s common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of its most recently completed second fiscal quarter, or (2) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

The Company will lose its EGC status on December 31, 2022, as this will represent the last day of the fiscal year following the fifth anniversary of our first Form S-1, which was filed in August 2017.

The Company is also a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as Amended.

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 has (i) market value of common stock held by non-affiliates of less than $250 million;

An EGC may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies.

The Company has irrevocably opted out of the extended transition period and, as a result, the Company has and will continue to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

The Company is also a “smaller reporting company” (“SRC”) as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as Amended.

SRC’s 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 SRC and that has (i) market value of common stock held by non-affiliates of less than $250 million;

or (ii) annual revenues 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.

SRC status is determined on an annual basis.

New Accounting Pronouncements

23 unchanged sentences

The financial results of PerfX are included within the Wireline Services reporting segment.

The aggregate consideration was $ 20.1 million, which included 1,000,000 shares of Class A Common Stock and a Secured Promissory Note of $ 11.4 million.

The Class A Common Stock issuance includes 100,000 shares that will be issued by the Company on the 12-month anniversary of the acquisition date.

The aggregate consideration for the PerfX Acquisition was $ 20.1 million, which included 1,000,000 shares of Class A Common Stock and a Secured Promissory Note of $ 11.4 million.

The Class A Common Stock issuance includes 100,000 shares that was issued by the Company on July 8, 2022, the 12-month anniversary of the acquisition date.

The Secured Promissory Note bears an interest rate of 8.5 % per annum and holds certain assets as collateral through the scheduled maturity date of January 31, 2024.

1 unchanged sentence

The Company finalized the purchase price allocation in the fourth quarter of 2021.

The Company reported revenue and an operating loss during the three months ended March 31, 2022 of approximately $ 24.5 million and $ 2.1 million, respectively.

The Company reported revenue and operating income during the three months ended June 30, 2022 of approximately $ 30.2 million and $ 0.3 million, respectively, and revenue and an operating loss of $ 54.7 million and $ 1.9 million for the six months ended June 30, 2022.

The PerfX purchase price includes a warrant to acquire a 30 % ownership in the XConnect Business (“XConnect”), which expires on July 8, 2031.

5 unchanged sentences

Upon the occurrence of a second uncured forfeiture event, the warrant is deemed to be cancelled.

The value of the warrant by the Company is negligible as of March 31, 2022.

The value of the warrant by the Company is negligible as of June 30, 2022.

The Company finalized the purchase price allocation in the fourth quarter of 2021.

16 unchanged sentences

All assets associated with the Basic Acquisition, were recorded at their fair value based on a preliminary purchase price allocation.

The purchase price allocation has not been finalized due to additional items to be settled that the Company expects to be immaterial to the financial statements.

The Company used the market approach to value as of the closing date, October 1, 2021, to apply fair values to the assets purchased based on the selling price of similar assets.

As a result of comparing the purchase price to the fair value of the assets acquired, a $ 37.2 million bargain purchase gain, net of tax, was recognized in year ended December 31, 2021.

The purchase price allocation has not been finalized as the Company is taking a full inventory of fixed assets purchase through the Basic Acquisition.

The Company used the market approach as of the closing date, October 1, 2021, to apply fair values to the assets purchased based on the selling price of similar assets.

As a result of comparing the purchase price to the fair value of the assets acquired, the Company realized a $ 40.0 million bargain purchase gain, net of tax.

The bargain purchase gain is primarily attributable Basic’s distressed financial position and lack of financing options available to avoid liquidation.

The Company reported revenue and operating income during the three months ended March 31, 2022 of approximately $ 42.2 million and $ 7.5 million, respectively.

While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed as of the closing date, the estimates and assumptions are inherently uncertain and subject to refinement.

As a result, during the measurement period, which may be up to one-year from the closing date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to the bargain purchase.

Subsequent to the measurement period, any adjustment to assets acquired or liabilities assumed is included in the operating results in the period in which the adjustment is identified.

During the three and six months ended June 30, 2022, adjustments were made within the permitted measurement period that resulted in an increase to the bargain purchased recognized of $ 2.8 million, net of tax, due to updated information regarding facts and circumstances which existed as of the date of the business combination.

The measurement period adjustments primarily impacted the bargain purchase gain and property and equipment.

The Company reported revenue and operating income during the three months ended June 30, 2022 of approximately $ 54.3 million and $ 11.3 million, respectively, and $ 96.5 million and $ 18.8 million for the six months ended June 30, 2022.

The following table presents the fair value of assets acquired and liabilities assumed in accordance with ASC 805 (in millions):

10 unchanged sentences

Estimated Useful Life

(years) March 31, 2022 December 31, 2021

(years) June 30, 2022 December 31, 2021

High specification rigs 20 $ 134.8 $ 145.4

8 unchanged sentences

Property and equipment, net $ 238.0 $ 270.6

Depreciation expense was $ 11.4 million and $ 7.8 million for the three months ended March 31, 2022 and 2021, respectively.

Depreciation expense was $ 11.3 million and $ 8.0 million for the three months ended June 30, 2022 and 2021, respectively and $ 22.7 million and $ 15.8 million for the six months ended June 30, 2022 and 2021.

Note 5 — Assets Held for Sale

Assets held for sale includes the net book value of excess assets acquired as part of the Basic Acquisition that the Company plans to sell within the next 12 months.

Assets held for sale includes the net book value of assets the Company plans to sell within the next 12 months and are primarily related to excess assets acquired from the Basic Acquisition.

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.

The Company intends to sell the excess assets to fund repayment of the Eclipse M&E Term Loan and the Eclipse Term Loan B.

Refer to “Note 10 — Debt” for further details related to the Eclipse M&E Term Loan and the Eclipse Term Loan B.

As of March 31, 2022, the Company classified land and building assets and supporting equipment, within our High Specification Rigs and Processing Solutions and Ancillary Services segments and being actively marketed, as held for sale.

During the three months ended March 31, 2022, the Company did not record any gain or loss to assets held for sale as the carrying value was less than fair value less estimated costs to sell.

Assets held for sale at March 31, 2022 consisted of the following (in millions):

March 31, 2022

The Company intends to sell the excess assets to fund the repayments under the Eclipse Loan and Security Agreement.

Refer to “Note 10 — Debt” for further details.

As of June 30, 2022, the Company classified land and buildings within our High Specification Rigs and Processing Solutions and Ancillary Services segments, which are being actively marketed, as held for sale.

During the three and six months ended June 30, 2022, the Company recorded an impairment of $ 1.1 million to assets held for sale as the carrying value exceeded the fair value less estimated costs to sell.

Assets held for sale at June 30, 2022 consisted of the following (in millions):

June 30, 2022

Land and buildings $ 4.5

4 unchanged sentences

Estimated Useful Life

(years) March 31, 2022 December 31, 2021

(years) June 30, 2022 December 31, 2021

Customer relationships 10 - 18

2 unchanged sentences

Intangible assets, net $ 7.4 $ 7.8

Amortization expense was $ 0.2 million and $ 0.2 million for the three months ended March 31, 2022 and 2021 respectfully.

Amortization expense was $ 0.1 million and $ 0.2 million for the three months ended June 30, 2022 and 2021 respectively and $ 0.3 million and $ 0.4 million for the six months ended June 30, 2022 and 2021.

Amortization expense for the future periods is expected to be as follows (in millions):

For the twelve months ending March 31, Amount

For the twelve months ending June 30, Amount

Thereafter 3.9

1 unchanged sentence

Accrued expenses include the following (in millions):

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Accrued payables $ 13.4 $ 12.5

5 unchanged sentences

Operating Leases

The Company has operating leases, primarily for real estate and equipment, with terms that vary from one to seven years , included in operating lease costs in the table below.

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 Operating leases, right-of-use assets, Other current liabilities and Operating leases, right-of-use obligations in the Condensed 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 Condensed Consolidated Statements of Operations.

Lease costs and other information related to operating leases for the three months ended March 31, 2022 and 2021 and 2021, are as follows (in millions):

Three Months Ended March 31,

Lease costs and other information related to operating leases for the three and six months ended June 30, 2022 and 2021, are as follows (in millions):

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Short-term lease costs $ 3.0 $ 0.5 $ 5.5 $ 0.8

4 unchanged sentences

Aggregate future minimum lease payments under operating leases are as follows (in millions):

For the twelve months ending March 31,

For the twelve months ending June 30,

Thereafter 1.3

9 unchanged sentences

The finance leases are included in Property and equipment, net, Other current liabilities and Other long-term liabilities in the Condensed Consolidated Balance Sheets.

Lease costs and other information related to finance leases for the three months ended March 31, 2022 and 2021, are as follows (in millions):

Three Months Ended March 31,

Lease costs and other information related to finance leases for the three and six months ended June 30, 2022 and 2021, are as follows (in millions):

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Amortization of finance leases $ 0.5 $ 0.8 $ 1.0 $ 1.6

4 unchanged sentences

Aggregate future minimum lease payments under finance leases are as follows (in millions):

For the twelve months ending March 31, Total

For the twelve months ending June 30, Total

Total future minimum lease payments 6.6

4 unchanged sentences

Note 9 — Other Financing Liabilities

During the year ended December 31, 2021, the Company entered into an agreement to sell a parcel of land and a building attached thereto, and subsequently leased back the property.

During the three and six months ended June 30, 2021, the Company entered into an agreement to sell a parcel of land and a building attached thereto, and subsequently leased back the property.

The Company received cash of $ 12.1 million from the sale and the lease has a 15 year term with an annual rent escalation of two percent per annum.

During the year ended December 31, 2021, the Company entered into an agreement to sell certain of other fixed assets and subsequently leased back such assets.

During the three and six months ended June 30, 2021, the Company entered into an agreement to sell certain other fixed assets and subsequently leased back such assets.

The Company received cash of $ 3.5 million to be paid over 18 to 60 months.

1 unchanged sentence

The net book value of the assets remained in Property and equipment, net and are depreciating over their original useful lives.

As of March 31, 2022, aggregate future lease payments of the financing liabilities are as follows (in millions):

For the twelve months ending March 31,

As of June 30, 2022, aggregate future lease payments of the financing liabilities are as follows (in millions):

For the twelve months ending June 30,

Thereafter 9.2

2 unchanged sentences

The aggregate carrying amounts, net of issuance costs, of the Company’s debt consists of the following (in millions):

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Eclipse Revolving Credit Facility $ 33.9 $ 27.0

9 unchanged sentences

Debt under the Eclipse Loan and Security Agreement is secured by a lien on substantially all of the Company’s assets.

The Company was in compliance with the Eclipse Loan and Security Agreement covenants as of March 31, 2022.

The Company was in compliance with the Eclipse Loan and Security Agreement covenants as of June 30, 2022.

On January 7, 2022, the Company entered into the First Amendment to Loan and Security Agreement (the Eclipse Loan and Security Agreement, as amended by the First Amendment, the “Amended Loan Agreement”) with EBC and Eclipse Business Capital SPV, LLC, which increased the Maximum Revolving Credit Facility Amount (as defined in the Amended Loan Agreement) to $ 65.0 million, among other things.

6 unchanged sentences

The borrowings of the Revolving Credit Facility, therefore, will be classified as Long-term debt, current portion on the Condensed Consolidated Balance Sheet.

Under the Revolving Credit Facility, the total loan capacity was $ 51.2 million, which was based on a borrowing base certificate in effect as of March 31, 2022.

The Company had outstanding borrowings of $ 44.8 million under the Revolving Credit Facility, leaving a residual $ 6.4 million available for borrowings as of March 31, 2022.

Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to 5 % in excess of the LIBOR Rate and 4 % in excess of the Base Rate through April 1, 2022.

The weighted average interest rate for the loan was 6.0 % for the three months ended March 31, 2022.

Under the Revolving Credit Facility, the total loan capacity was $ 57.1 million , which was based on a borrowing base certificate in effect as of June 30, 2022.

The Company had outstanding borrowings of $ 33.9 million under the Revolving Credit Facility, leaving a residual $ 23.2 million available for borrowings as of June 30, 2022.

Borrowings under the Revolving Credit Facility bear interest at a rate per annum ranging from 4.5 % to 5 % in excess of the LIBOR Rate and 3.5 % to 4 % in excess of the Base Rate, dependent on the fixed cost coverage ratio, through July 1, 2022.

The weighted average interest rate for the loan was approximately 5.5 % for the six months ended June 30, 2022.

The Company capitalized fees of $ 1.8 million associated with the Revolving Credit Facility, which are included in Other assets in the Condensed Consolidated Balance Sheets.

Such fees will continue to be amortized through maturity and are included in Interest expense, net on the Condensed Consolidated Statement of Operations.

Unamortized debt issuance costs as of March 31, 2022 were $ 1.6 million.

Unamortized debt issuance costs as of June 30, 2022 were $ 1.5 million.

M&E Term Loan Facility

Under the M&E Term Loan Facility, the Company had outstanding borrowings of $ 12.3 million where the monthly principal installments commenced on March 1, 2022.

Under the M&E Term Loan Facility, the Company had outstanding borrowings of $ 11.7 million where the monthly principal and interest installments commenced on March 1, 2022.

Borrowings under the M&E Term Loan Facility bear interest at a rate per annum equal to 8 % in excess of the LIBOR Rate and 7 % in excess of the Base Rate.

The weighted average interest rate for the M&E Term Loan was 9.0 % for the three months ended March 31, 2022.

The weighted average interest rate for the M&E Term Loan was 8.5 % for the six months ended June 30, 2022.

The M&E Term Loan Facility is scheduled to mature in September 2025.

2 unchanged sentences

Such fees will continue to be amortized through maturity and are included in Interest expense, net on the Condensed Consolidated Statement of Operations.

Unamortized debt issuance costs as of March 31, 2022 were $ 0.3 million.

The Company paid approximately $ 0.2 million on M&E Term Loan subsequent to March 31, 2022, where such cash was generated from the sale of certain assets under the M&E Term Loan.

On October 1, 2021, the Term Loan B, was finalized in connection with the closing of the Basic Acquisition.

Unamortized debt issuance costs as of June 30, 2022 were $ 0.3 million.

The Company paid approximately $ 0.4 million on M&E Term Loan subsequent to June 30, 2022, where such cash was generated from the sale of certain assets under the M&E Term Loan.

On October 1, 2021, Term Loan B was finalized in connection with the closing of the Basic Acquisition.

Borrowings under Term Loan B bear interest at a rate per annum equal to 13 % in excess of the LIBOR Rate and 11 % in excess of the Base Rate.

Term Loan B is scheduled to mature in September 2022.

The weighted average interest rate for Term Loan B was 13.0 % for the three months ended March 31, 2022.

On October 1, 2021, the Term Loan B was drawn in full to repay borrowings under the Revolving Credit Facility and as of March 31, 2022 the principal balance outstanding was $ 11.0 million.

The weighted average interest rate for Term Loan B was 12.7 % for the three months ended June 30, 2022.

On October 1, 2021, Term Loan B was drawn in full to repay borrowings under the Revolving Credit Facility and as of June 30, 2022 the principal balance outstanding was $ 2.8 million.

Principal payments are generated from the proceeds from the sale of Basic assets, and may not be reborrowed.

1 unchanged sentence

Such fees will continue to be amortized through maturity and are included in Interest Expense, net on the Condensed Consolidated Statement of Operations.

Unamortized debt issuance costs as of March 31, 2022 were $ 0.3 million.

The Company paid approximately $ 4.9 million on Term Loan B subsequent to March 31, 2022, where such cash was generated from the sale of Basic assets under the Term Loan B.

Unamortized debt issuance costs as of June 30, 2022 were $ 0.1 million.

The Company paid approximately $ 1.8 million on Term Loan B subsequent to June 30, 2022, where such cash was generated from the sale of Basic assets under the Term Loan B.

Secured Promissory Note

1 unchanged sentence

Certain of the assets acquired serve as collateral under the Secured Promissory Note.

As of March 31, 2022, the aggregate principal balance outstanding was $ 8.3 million.

As of June 30, 2022, the aggregate principal balance outstanding was $ 7.7 million.

Borrowings under the Secured Promissory Note bear interest at a rate of 8.5 % per annum and is scheduled to mature in January 2024.

The Company made a cash payment of $ 1.5 million payment in February 2022 on the Secured Promissory Note, where such cash was generated from the sale of assets with an attached lien.

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.

As of March 31, 2022, the aggregate principal balance outstanding under the Installment Agreements was $ 0.9 million and is payable ratably over 36 months from the time of each purchase.

During the three and six months ended June 30, 2022, 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.

As of June 30, 2022, the aggregate principal balance outstanding under the Installment Agreements was $ 0.7 million and is payable ratably over 36 months from the time of each purchase.

The monthly installment payments contain an imputed interest rate that are consistent with the Company’s incremental borrowing rate and is not significant to the Company.

Debt Obligations and Scheduled Maturities

As of March 31, 2022, aggregate future principal payments of total debt are as follows (in millions):

For the twelve months ending March 31, Total

As of June 30, 2022, aggregate future principal payments of total debt are as follows (in millions):

For the twelve months ending June 30, Total

Thereafter 1.5

Note 11 — Equity

Series A Preferred Stock

On September 10, 2021, the Company consummated the private placement under the Securities Purchase Agreement, dated September 10, 2021, with certain accredited investors of 6.0 million newly issued shares of Series A Convertible Preferred Stock, par value $ 0.01 per share, in exchange for cash consideration in an aggregate amount of $ 42 million.

The transaction closed on October 1, 2021 and in April 2022, the Preferred Stock automatically converted into shares of the

Company’s Class A Common Stock upon effectiveness of the registration statement filed on Form S-1 by the Company on March 31, 2022 (File No.

On September 10, 2021, the Company consummated the private placement, under the Securities Purchase Agreement, with certain accredited investors of 6.0 million newly issued shares of Series A Convertible Preferred Stock, par value $ 0.01 per share, in exchange for cash consideration in an aggregate amount of $ 42 million.

The transaction closed on October 1, 2021 and during the three and six months ended June 30, 2022, the Preferred Stock automatically converted into shares of the Company’s

Class A Common Stock, on April 18, 2022, upon effectiveness of the registration statement filed on Form S-1 by the Company on March 31, 2022 (File No.

001-699-039).

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The Company has granted RSAs, which generally vest in three equal annual installments beginning on the first anniversary date of the grant.

As of March 31, 2022, there was an aggregate $ 2.5 million of unrecognized expense related to restricted shares issued which is expected to be recognized over a weighted average period of 1.5 years.

Subsequent to March 31, 2022, the Company granted approximately 398,000 RSAs with an approximated aggregate value of $ 4.0 million.

During the three and six months ended June 30, 2022, the Company granted approximately 417,200 RSAs with an approximated aggregate value of $ 4.2 million.

During the three and six months ended June 30, 2021, the Company granted approximately 500,100 restricted shares with an aggregate value of $ 3.0 million.

As of June 30, 2022, there was an aggregate $ 5.4 million of unrecognized expense related to restricted shares issued which is expected to be recognized over a weighted average period of 1.9 years.

Performance Stock Units

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Generally, the performance stock units are subject to an approximated three-year performance period.

As of March 31, 2022, there was an aggregate $ 1.0 million of unrecognized compensation cost related to performance stock units which are expected to be recognized over a weighted average period of 1.5 years.

Subsequent to March 31, 2022, the Company granted approximately 72,000 PSUs (based on target).

During the three and six months ended June 30, 2022, the Company granted approximately 91,500 target shares of market-based performance stock units at a relative and absolute grant date fair value of approximately $ 14.11 and $ 12.69 per share, respectively, which are expected to vest (if at all) following the completion of the applicable performance period on December 31, 2024.

During the three and six months ended June 30, 2021, the Company granted approximately 145,300 target shares of market-based performance stock units at a relative and absolute grant date fair value of $ 9.24 per share and $ 7.45 per share, respectively, which are expected to vest (if at all) following the completion of the applicable performance period on March 15, 2024.

As of June 30, 2022, there was an aggregate $ 1.6 million of unrecognized compensation cost related to performance stock units which are expected to be recognized over a weighted average period of 1.9 years.

Note 12 — Risk Concentrations

Customer Concentrations

For the three months ended March 31, 2022, two customers, Occidental Petroleum Corporation and Chevron, accounted for 11 % and 10 %, respectively, of the Company’s consolidated revenues.

As of March 31, 2022, approximately 27 % of the net accounts receivable balance was due from these two customers.

For the three months ended March 31, 2021, one customer, EOG Resources, accounted for 24 % of the Company’s consolidated revenues.

As of March 31, 2021, approximately 12 % of the accounts receivable balance was due from this customer.

During the three months ended June 30, 2022, two customers, Occidental Petroleum Corporation (“Oxy”) and ConocoPhillips (“Conoco”), accounted for 11 % and 10 %, respectively, of the Company’s consolidated revenues.

During the six months ended June 30, 2022, Oxy and Chevron Corporation accounted for 11 % and 10 %, respectively, of the Company’s consolidated revenues.

As of June 30, 2022, approximately 22 % of the net accounts receivable balance was due from these two customers.

During the three months ended June 30, 2021, two customers, EOG Resources and ConocoPhillips, accounted for 20 % and 14 %, respectively, of the Company’s consolidated revenues.

During the six months ended June 30, 2021, the same two customers accounted for 22 % and 12 %, respectively, of the Company’s consolidated revenues.

As of June 30, 2021, approximately 28 % of the net accounts receivable balance was due from these customers.

Note 13 — Income Taxes

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federal income tax.

The Company uses an estimated annual effective tax rate for purposes of determining the income tax provision during interim reporting periods.

In calculating the estimated annual effective tax rate, the Company considers forecasted annual pre-tax income and estimated permanent book versus tax differences.

Adjustments to the effective tax rate and other income tax related estimates could occur during the year as information and assumptions change which could include, but are not limited to, changes to forecasted amounts, estimates of permanent book versus tax differences, and changes to tax laws and rates, uses an estimated annual effective tax rate for purposes of determining the income tax provision during interim reporting periods.

In calculating the estimated annual effective tax rate, the Company considers forecasted annual pre-tax income and estimated permanent book versus tax differences.

The effective U.S.

federal income tax rate applicable to the Company for the three months ended March 31, 2022 and 2021 was 22.5 % and ( 5.4 )%, respectively.

federal income tax rate applicable to the Company for the six months ended June 30, 2022 and 2021 was 29.4 % and ( 1.7 )%, respectively.

The Company is subject to the Texas Margin Tax that requires tax payments at a maximum statutory effective rate of 0.75 % on the taxable margin of each taxable entity that does business in Texas.

Historically, a portion of the Company's Net Operating Loss ("NOL") carryforwards have been subject to limitations of utilization under Section 382 of the Internal Revenue Code of 1986, as amended.

The Company may be subject to additional limitations due to ownership changes that may have occurred previously.

The Company reviews ownership changes available as shareholdings are known to determine if ownership changes have occurred that would result in such a limitation.

Given the availability and timing of such ownership information and the underlying analysis required to evaluate, there can be no assurance that existing NOL carry-forwards or credits will not be subject to limitation as of the end of a reporting period.

As a result of the initial public offering and subsequent reorganization, the Company recorded a deferred tax asset.

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The VA 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.

Total income tax expense for the three months ended March 31, 2022 and 2021 differed from amounts computed by applying the U.S.

Total income tax expense for the three months ended June 30, 2022 and 2021 differed from amounts computed by applying the U.S.

federal statutory tax rates to pre-tax income or loss primarily due to the release of the valuation allowance on deferred tax assets, the impact of permanent differences between book and taxable income, and income attributable to noncontrolling interest that is not subject to federal income taxes.

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the United States and Texas.

As of March 31, 2022, the Company has no current tax years under audit.

The Company remains subject to examination for federal income taxes and state income taxes for tax years 2019, 2018, 2017 and 2016.

As of June 30, 2022, the Company has no current tax years under audit.

The Company remains subject to examination for federal income taxes and state income taxes for tax years 2016 through 2020.

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 March 31, 2022, the Company had not established any reserves for, nor recorded any unrecognized benefits related to, uncertain tax positions.

Therefore, as of June 30, 2022, the Company had not established any reserves for, nor recorded any unrecognized benefits related to, uncertain tax positions.

The Coronavirus, Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020 in the U.S., includes measures to assist companies, including temporary changes to income and non-income-based tax laws.

For the three months ended March 31, 2022, there were no material tax impacts to the Condensed Consolidated Financial Statements as it relates to COVID-19 measures.

However, the Company has deferred payroll tax payments of $ 1.1 million as of

March 31, 2022 and was included in Accrued expenses on the Condensed Consolidated Balance Sheet.

There have been no material tax impacts to the Condensed Consolidated Financial Statements as it relates to COVID-19 measures.

However, the Company has deferred payroll tax payments of $ 1.1 million as of June 30, 2022 and such amounts are included in Accrued expenses on the Condensed Consolidated Balance Sheet.

The Company will continue to monitor additional guidance issued by the U.S.

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Loss per share is based on the amount of net loss allocated to the shareholders and the weighted average number of shares outstanding during the period for each class of Common Stock.

The numerator and denominator used to compute loss per share were as follows (in millions, except share and per share data):

Three Months Ended March 31,

The numerator and denominator used to compute earnings or loss per share were as follows (in millions, except share and per share data):

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Loss (numerator):

Net loss attributable to Ranger Energy Services, Inc.

Loss attributable to Ranger Energy Services, Inc.

$ ( 0.4 ) $ ( 5.6 ) $ ( 6.1 ) $ ( 10.2 )

Net loss attributable to Class A Common Stock $ ( 5.7 ) $ ( 4.6 )

Net loss attributable to Ranger Energy Services, Inc.

Loss attributable to Class A Common Stock $ ( 0.4 ) $ ( 5.6 ) $ ( 6.1 ) $ ( 10.2 )

Loss attributable to Ranger Energy Services, Inc.

$ ( 0.4 ) $ ( 5.6 ) $ ( 6.1 ) $ ( 10.2 )

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Diluted loss per share $ ( 0.02 ) $ ( 0.59 ) $ ( 0.29 ) $ ( 1.13 )

During the three months ended March 31, 2022 and 2021, the Company excluded approximately 0.7 million and 0.9 million of equity-based awards, respectively, in calculating diluted loss per share, as the effect was anti-dilutive.

During the three months ended March 31, 2022 and 2021, the Company excluded 6.0 million shares of Series A Preferred Stock issuable upon an effective registration statement and 6.9 million shares of Common Stock issuable upon conversion of the Company’s Class B Common Stock, respectively, in calculating diluted loss per share, as the effect was anti-dilutive.

During the three and six months ended June 30, 2022, the Company excluded approximately 1.0 million of equity-based awards, in calculating diluted loss per share, as the effect was anti-dilutive.

During the three and six months ended June 30, 2021, the Company excluded 1.3 million of equity-based awards and 6.9 million shares of Common Stock issuable upon conversion of the Company’s Class B Common Stock in calculating diluted loss per share, as the effect was anti-dilutive.

Note 15 — Commitments and Contingencies

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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 Condensed Consolidated Financial Statements.

The CODM evaluates the segments’ operating performance based on multiple measures including Operating income, Adjusted EBITDA, rig hours and state counts.

The CODM evaluates the segments’ operating performance based on multiple measures including Operating income, rig hours and state counts.

The tables below present the operating income measurement, as the Company believes this is most consistent with the principals used in measuring the Condensed Consolidated Financial Statements.

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The Company incurs costs, indicated as Other, that are not allocable to any of the operating segments or lines of business and include corporate general and administrative expenses as well as depreciation of office furniture and fixtures and other corporate assets.

Segment information as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021 is as follows (in millions):

Certain segment information as of June 30, 2022 and December 31, 2021 and for the three and six months ended June 30, 2022 and 2021 is as follows (in millions):

High Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total

Three Months Ended March 31, 2022

Three Months Ended June 30, 2022

Revenues $ 76.0 $ 49.5 $ 28.1 $ — $ 153.6

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Operating income (loss) $ 6.1 $ 1.5 $ 5.1 $ ( 14.9 ) $ ( 2.2 )

Interest expense, net — — — 2.1 2.1

Gain on bargain purchase $ — $ — $ — $ ( 2.8 ) $ ( 2.8 )

Net income (loss) $ 6.1 $ 1.5 $ 5.1 $ ( 13.1 ) $ ( 0.4 )

Capital expenditures $ 1.7 $ 0.7 $ 2.9 $ — $ 5.3

As of March 31, 2022

Six Months Ended June 30, 2022

Revenues $ 140.9 $ 88.1 $ 48.2 $ — $ 277.2

Cost of services $ 112.6 $ 85.6 $ 39.8 $ — $ 238.0

Depreciation and amortization $ 14.5 $ 5.5 $ 2.0 $ 1.0 $ 23.0

Operating income (loss) $ 13.8 $ ( 3.0 ) $ 6.4 $ ( 24.6 ) $ ( 7.4 )

Gain on bargain purchase $ — $ — $ — $ ( 2.8 ) $ ( 2.8 )

Net income (loss) $ 13.8 $ ( 3.0 ) $ 6.4 $ ( 23.3 ) $ ( 6.1 )

Capital expenditures $ 2.9 $ 1.6 $ 3.2 $ — $ 7.7

As of June 30, 2022

Property and equipment, net $ 136.9 $ 36.7 $ 45.2 $ 19.2 $ 238.0

1 unchanged sentence

High Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021

Revenues $ 29.0 $ 15.6 $ 5.4 $ — $ 50.0

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Operating income (loss) $ 0.3 $ ( 1.1 ) $ ( 1.2 ) $ ( 6.5 ) $ ( 8.5 )

Interest expense, net — — — 0.6 0.6

Net income (loss) $ 0.3 $ ( 1.1 ) $ ( 1.2 ) $ ( 7.1 ) $ ( 9.1 )

Capital expenditures $ 1.4 $ 0.6 $ 0.3 $ — $ 2.3

Six Months Ended June 30, 2021

Revenues $ 50.7 $ 27.7 $ 9.9 $ — $ 88.3

Cost of services $ 43.0 $ 26.4 $ 8.8 $ — $ 78.2

Depreciation and amortization $ 9.5 $ 2.8 $ 3.2 $ 0.7 $ 16.2

Operating loss $ ( 1.8 ) $ ( 1.5 ) $ ( 2.1 ) $ ( 10.4 ) $ ( 15.8 )

Net loss $ ( 1.8 ) $ ( 1.5 ) $ ( 2.1 ) $ ( 12.0 ) $ ( 17.4 )

Capital expenditures $ 2.4 $ 0.8 $ 0.3 $ — $ 3.5

As of December 31, 2021

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Total assets $ 203.9 $ 60.3 $ 91.9 $ 37.0 $ 393.1

Note 17 — Subsequent Events

Series A Preferred Stock

On April 18, 2022, the Preferred Stock were automatically converted into shares of the Company’s Class A Common Stock upon effectiveness of the registration statement filed on Form S-1 by the Company on March 31, 2022 (File No.

001-699-039).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements