Ranger Energy Services, Inc. 10-K

Item 8. Financial Statements and Supplementary Data RANGER ENERGY SERVICES, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (BDO USA, LLP; Houston, Texas; PCAOB ID # 243 ) 48 CONSOLIDATED BALANCE SHEETS 50 CONSOLIDATED STATEMENTS OF OPERATIONS 51 CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY 52 CONSOLIDATED STATEMENTS OF CASH FLOWS 53 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1—Organization and Business Operations 54 Note 2—Summary of Significant Accounting Policies 54 Note 3 — Business Combinations 58 Note 4—Assets Held for Sale 61 Note 5—Property and Equipment 61 Note 6 —Intangible Assets 62 Note 7 —Accrued Expenses 62 Note 8 —Leases 62 Note 9 — Other Finance Leases 63 Note 10—Debt 64 Note 11—Equity 66 Note 12—Risk Concentrations 68 Note 13—Income Taxes 68 Note 14—Earnings per Share 70 Note 1 5 —Commitments and Contingencies 70 Note 16—Related Party Transactions 70 Note 17—Segment Reporting 72 47 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. (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years then ended and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, 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, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 13, 2023 expressed an adverse opinion thereon. 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 Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Identification of a Section 382 Ownership Change As discussed within Note 13 to the consolidated financial statements, Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”), generally imposes, upon the occurrence of an ownership change, an annual limitation on certain net operating losses that can be utilized. We identified management’s assessment of the existence of a Section 382 ownership change as a critical audit matter because of the judgments required in interpreting the available information in making the determination as whether a Section 382 48 ownership change has occurred. Testing management’s assessment required an increased extent of effort, including the need to involve our tax specialists. The primary procedures we performed to address this critical audit matter included: • Testing the completeness and accuracy of the underlying data used in making the determination as to the existence of a change in ownership. • Utilizing professionals with specialized income tax knowledge and skills to assist in evaluating the accuracy of the conclusions reached by management related to a potential change in ownership. /s/ BDO USA, LLP We have served as the Company’s auditor since 2016. Houston, Texas March 13, 2023 49 RANGER ENERGY SERVICES, INC. CONSOLIDATED BALANCE SHEETS (in millions, except share and per share amounts) December 31, 2022 2021 Assets Cash and cash equivalents $ 3.7 $ 0.6 Accounts receivable, net 91.2 80.8 Contract assets 26.9 13.0 Inventory 5.9 2.5 Prepaid expenses 9.2 8.3 Assets held for sale 3.2 — Total current assets 140.1 105.2 Property and equipment, net 221.6 270.6 Intangible assets, net 7.1 7.8 Operating leases, right-of-use assets 11.2 6.8 Other assets 1.6 2.7 Total assets $ 381.6 $ 393.1 Liabilities and Stockholders' Equity Accounts payable $ 24.3 $ 20.7 Accrued expenses 36.1 30.3 Other financing liability, current portion 0.7 2.2 Long-term debt, current portion 6.8 44.1 Other current liabilities 6.6 5.4 Total current liabilities 74.5 102.7 Operating leases, right-of-use obligations 9.6 5.8 Other financing liability 11.6 12.5 Long-term debt, net 11.6 18.4 Other long-term liabilities 8.1 5.0 Total liabilities 115.4 144.4 Commitments and contingencies (Note 15) Stockholders' equity Preferred stock, $ 0.01 per share; 50,000,000 shares authorized; no Series A shares issued and outstanding as of December 31, 2022; 6,000,001 shares issued and outstanding as of December 31, 2021 — 0.1 Class A Common Stock, $ 0.01 par value, 100,000,000 shares authorized; 25,446,292 shares issued and 24,894,464 shares outstanding as of December 31, 2022; 18,981,172 shares issued and 18,429,344 shares outstanding as of December 31, 2021 0.3 0.2 Class B Common Stock, $ 0.01 par value, 100,000,000 shares authorized; no shares issued or outstanding as of December 31, 2022 and 2021. — — Less: Class A Common Stock held in treasury at cost; 551,828 treasury shares as of December 31, 2022 and 2021 ( 3.8 ) ( 3.8 ) Retained earnings (accumulated deficit) 7.1 ( 8.0 ) Additional paid-in capital 262.6 260.2 Total stockholders' equity 266.2 248.7 Total liabilities and stockholders' equity $ 381.6 $ 393.1 The accompanying notes are an integral part of these Consolidated Financial Statements. 50 RANGER ENERGY SERVICES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except share and per share amounts) Years Ended December 31, 2022 2021 Revenue High specification rigs $ 293.2 $ 140.1 Wireline services 197.0 117.9 Processing solutions and ancillary services 118.3 35.1 Total revenue 608.5 293.1 Operating expenses Cost of services (exclusive of depreciation and amortization): High specification rigs 232.7 118.8 Wireline services 178.4 115.6 Processing solutions and ancillary services 92.8 28.9 Total cost of services 503.9 263.3 General and administrative 39.9 34.6 Depreciation and amortization 44.4 36.8 Impairment of fixed assets 1.3 — Gain on sale of assets ( 0.7 ) ( 1.1 ) Total operating expenses 588.8 333.6 Operating income (loss) 19.7 ( 40.5 ) Other income and expenses Interest expense, net 7.3 5.0 Gain on bargain purchase, net of tax ( 3.6 ) ( 37.2 ) Total other income and expenses 3.7 ( 32.2 ) Income (loss) before income tax expense (benefit) 16.0 ( 8.3 ) Income tax expense (benefit) 0.9 ( 6.2 ) Net income (loss) 15.1 ( 2.1 ) Less: Net loss attributable to non-controlling interests — ( 10.7 ) Net income attributable to Ranger Energy Services, Inc. $ 15.1 $ 8.6 Earnings per common share Basic $ 0.66 $ 0.73 Diluted $ 0.65 $ 0.63 Weighted average common shares outstanding Basic 22,969,623 11,860,312 Diluted 23,370,598 13,552,166 The accompanying notes are an integral part of these Consolidated Financial Statements. 51 RANGER ENERGY SERVICES, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (in millions, except shares) Years Ended December 31, 2022 2021 2022 2021 Quantity Amount Series A Preferred Stock Balance, beginning of year 6,000,001 — $ 0.1 $ — Conversion of Series A Preferred Stock ( 6,000,001 ) 6,000,001 ( 0.1 ) 0.1 Balance, end of year — 6,000,001 $ — $ 0.1 Shares, Class A Common Stock Balance, beginning of year 18,981,172 9,093,743 $ 0.2 $ 0.1 Issuance of shares under share-based compensation plans 484,459 636,403 — — Shares withheld for taxes on equity transactions ( 119,340 ) ( 147,313 ) — — Issuance of shares from Series A Preferred Stock conversion 6,000,001 — 0.1 — Issuance of shares in connection with acquisitions 100,000 2,156,000 — — Issuance Class A Common Stock in connection with TRA Termination — 376,185 — — Share redemption for Class A Common Stock from related party — 6,866,154 — 0.1 Balance, end of year 25,446,292 18,981,172 $ 0.3 $ 0.2 Shares, Class B Common Stock Balance, beginning of year — 6,866,154 $ — $ 0.1 Share redemption to Class A Common Stock from related party — ( 6,866,154 ) — ( 0.1 ) Balance, end of year — — $ — $ — Treasury Stock Balance, beginning of year ( 551,828 ) ( 551,828 ) $ ( 3.8 ) $ ( 3.8 ) Balance, end of year ( 551,828 ) ( 551,828 ) $ ( 3.8 ) $ ( 3.8 ) Retained earnings (accumulated deficit) Balance, beginning of year $ ( 8.0 ) $ ( 18.4 ) Income attributable to controlling interest 15.1 8.6 Benefit from release of valuation allowance — 1.5 Tax step-up related to non-controlling interest exchange — 0.3 Balance, end of year $ 7.1 $ ( 8.0 ) Additional paid-in capital Balance, beginning of year $ 260.2 $ 123.9 Issuance of Series A Preferred Stock — 41.9 Equity based compensation 3.6 3.2 Shares withheld for taxes on equity transactions ( 1.2 ) ( 1.2 ) Issuance of Class A Common Stock in connection with acquisitions — 16.4 Issuance of Class A Common Stock to related party — 3.8 Impact of transactions affecting non-controlling interest — 72.2 Balance, end of year $ 262.6 $ 260.2 Total controlling interest stockholders’ equity Balance, beginning of year $ 248.7 $ 101.9 Net income attributable to controlling interest 15.1 8.6 Issuance of Series A Preferred Stock — 42.0 Equity based compensation 3.6 3.2 Shares withheld for taxes on equity transactions ( 1.2 ) ( 1.2 ) Issuance of Class A Common Stock in connection with acquisitions — 16.4 Issuance of Class A Common Stock to related party — 3.8 Benefit from release of valuation allowance — 1.5 Tax step-up related to non-controlling interest exchange for TRA Termination — 0.3 Impact of transactions affecting non-controlling interest — 72.2 Balance, end of year $ 266.2 $ 248.7 Non-controlling interest Balance, beginning of year $ — $ 82.9 Net loss attributable to non-controlling interest — ( 10.7 ) Impact of transactions affecting non-controlling interest — ( 72.2 ) Balance, end of year $ — $ — Total Stockholders’ Equity Balance, beginning of year $ 248.7 $ 184.8 Net income (loss) 15.1 ( 2.1 ) Issuance of Series A Preferred Stock — 42.0 Equity based compensation 3.6 3.2 Shares withheld for taxes on equity transactions ( 1.2 ) ( 1.2 ) Issuance of Class A Common Stock in connection with acquisitions — 16.4 Issuance of Class A Common Stock to related party — 3.8 Tax step-up related to non-controlling interest exchange for TRA Termination — 1.5 Impact of transactions affecting non-controlling interest — 0.3 Balance, end of year $ 266.2 $ 248.7 The accompanying notes are an integral part of these Consolidated Financial Statements. 52 RANGER ENERGY SERVICES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Years Ended December 31, 2022 2021 Cash Flows from Operating Activities Net income (loss) $ 15.1 $ ( 2.1 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 44.4 36.8 Equity based compensation 3.8 3.2 Impairment of fixed assets 1.3 — Gain on bargain purchase, net of tax ( 3.6 ) ( 37.2 ) Deferred income tax expense (benefit) 0.4 ( 6.2 ) Share issuance to related party for termination of TRA — 3.8 Other expense, net 0.4 1.9 Changes in operating assets and liabilities, net effects of business acquisitions Accounts receivable ( 10.7 ) ( 49.0 ) Contract assets ( 13.9 ) ( 11.9 ) Inventory ( 3.4 ) 2.7 Prepaid expenses and other current assets ( 0.8 ) ( 4.0 ) Other assets ( 1.9 ) ( 1.7 ) Accounts payable 2.8 4.1 Accrued expenses 5.8 19.6 Other current liabilities 1.1 ( 0.1 ) Other long-term liabilities 3.7 0.7 Net cash provided by (used in) operating activities 44.5 ( 39.4 ) Cash Flows from Investing Activities Purchase of property and equipment ( 13.8 ) ( 5.6 ) Proceeds from disposal of property and equipment 24.3 9.1 Purchase of businesses, net of cash received 0.8 ( 39.9 ) Net cash provided by (used in) investing activities 11.3 ( 36.4 ) Cash Flows from Financing Activities Borrowings under Credit Facility 582.8 177.5 Principal payments on Credit Facility ( 608.4 ) ( 158.0 ) Borrowings under Eclipse M&E Term Loan — 12.5 Principal payments on Eclipse M&E Term Loan ( 2.1 ) — Borrowings under Eclipse Term Loan B — 15.0 Principal payments under Eclipse Term Loan B ( 12.4 ) ( 2.6 ) Deferred financing costs on Eclipse — ( 2.5 ) Principal payments on Secured Promissory Note ( 4.1 ) ( 1.0 ) Principal payments on Encina Master Financing Agreement — ( 17.7 ) Payments on Installment Purchases ( 0.5 ) ( 0.6 ) Proceeds from financing of sale-leasebacks — 15.6 Principal payments on financing lease obligations ( 4.5 ) ( 5.4 ) Principal payments on other financing liabilities ( 2.3 ) — Shares withheld on equity transactions ( 1.2 ) ( 1.2 ) Proceeds from series A Preferred Stock issuance — 42.0 Net cash provided by (used in) financing activities ( 52.7 ) 73.6 Increase (decrease) in Cash and Cash equivalents 3.1 ( 2.2 ) Cash and Cash Equivalents, Beginning of Year 0.6 2.8 Cash and Cash Equivalents, End of Year $ 3.7 $ 0.6 Supplemental Cash Flow Information Interest paid $ 1.2 $ 1.6 Supplemental Disclosure of Non-cash Investing and Financing Activities Capital expenditures $ 0.2 $ ( 1.5 ) Additions to fixed assets through installment purchases and financing leases $ ( 5.5 ) $ ( 1.6 ) Issuance of Class A Common Stock for acquisitions $ — $ ( 16.4 ) Secured Promissory Note $ — $ ( 11.4 ) The accompanying notes are an integral part of these Consolidated Financial Statements. 53 RANGER ENERGY SERVICES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Organization and Business Operations Business Ranger Energy Services, Inc. (“Ranger, Inc.,” or the “Company”) is a provider of onshore high specification (“high-spec”) well service rigs and complementary services in the United States. We provide an extensive range of well site services to leading U.S. exploration and production (“E&P”) companies that are fundamental to establishing and enhancing 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: • High Specification Rigs . Provides high-spec 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 hauling, processing solutions, as well as snubbing and coil tubing. 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. Organization Ranger Inc. was incorporated as a Delaware corporation in February 2017. Ranger Inc. is a holding company, the sole material assets of which 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 Ranger Acquisitions, the 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 and Torrent Services’ business and consolidates the financial results of Ranger Services and Torrent Services and their subsidiaries. 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 US GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“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. Investments in which the Company exercises control are consolidated and the noncontrolling interests of such investments, which were not attributable directly or indirectly to the Company, are presented as a separate component of net income or loss and equity in the accompanying Consolidated Financial Statements. The Company’s ownership interests in Ranger LLC, which was consolidated within the Company’s Consolidated Financial Statements, 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 ceased to exist. Changes in the Company’s ownership interest in Ranger LLC, while it retains its controlling interest, are accounted for as equity transactions. We have made certain reclassifications to our prior period operating expense amounts for year-over-year comparability purposes. Other immaterial reclassifications have been made for comparability purposes. None of these reclassifications have an impact on our consolidated operating results, cash flows or financial position. 54 Use of Estimates The preparation of Consolidated Financial Statements in conformity with US 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; • Assets acquired and liabilities assumed in business combinations; • Impairment of property and equipment and intangible assets; • Revenue recognition; • 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 doubtful accounts 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 doubtful accounts 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 doubtful accounts to accounts receivable and current economic conditions. The allowance for doubtful accounts was $ 3.0 million and $ 2.8 million for the years ended December 31, 2022 and 2021, respectively. Bad debt expense recorded for the years ended December 31, 2022 and 2021 was $ 0.2 million and $ 1.5 million, respectively. Balance at Beginning of Year Charged to Operations Written Off Balance at End of Year Allowance for Doubtful Accounts Receivable 2022 $ 2.8 $ 0.2 $ — $ 3.0 2021 $ 1.6 $ 1.5 $ ( 0.3 ) $ 2.8 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 55 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 Operating lease right-of-use assets, Other current liabilities and Operating lease right-of-use obligations 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. 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, Other current liabilities and Other long-term liabilities 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. During the year ended December 31, 2022, the Company evaluated the useful lives and made adjustments, as needed, however such adjustments were not material to depreciation expense. 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, 2022 and 2021. See “Note 3 — Business Combinations,” for information regarding the estimated fair value of non-recurring items. 56 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. 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 assets on the Consolidated Balance Sheets as of December 31, 2022 and 2021. During the years ended December 31, 2022 and 2021, the Company recognized expense of $ 0.7 million and $ 2.7 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 $ 26.9 million and $ 13.0 million as of December 31, 2022 and 2021, respectively. Substantially all of the contract assets as of December 31, 2022 and 2021 were invoiced during the subsequent periods. The Company does not have any contract liabilities included in the Consolidated Balance Sheets as of December 31, 2022 and 2021. 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 US 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. The Company currently believes that it is reasonably possible to achieve a three-year cumulative level of profitability within the next 12 months, and as early as the first half of 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 57 certain tax positions included in filed or yet to be filed tax returns. As of December 31, 2022 and 2021, 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 2022, 2021, 2020 and 2019 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. The Company records income tax-related interest and penalties, if applicable, as a component of tax expense. However, there were no such amounts recognized in the consolidated statements of operations in 2022 and 2021. Equity-Based Compensation The Consolidated Financial Statements reflect various equity-based compensation awards granted by Ranger Inc. These awards include restricted stock awards and performance stock units. The Company recognizes compensation expense related to equity-based awards based on the estimated fair value 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 awards. The fair value of the restricted stock awards 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. Recent Accounting Pronouncements Recently issued accounting standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses , which replaces the incurred loss impairment methodology to reflect expected credit losses. The amendment requires the measurement of all expected credit losses for financial assets held at the reporting date to be performed based on historical experience, current conditions and reasonable and supportable forecasts. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2022. The Company adopted this standard on January 1, 2023. This adoption did not have a material impact on the Company’s Consolidated Financial Statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for accounting contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships and other transactions that reference the London Interbank Offering Rate (“LIBOR”) or another reference rate expected to be discontinued due to the reference rate reform. ASU 2020-04 became effective as of March 12, 2020 and can be applied through December 31, 2022, recently amended by ASU 2022-06 which has delayed the application date through December 31, 2024. On September 23, 2022, the Company entered into the Fourth Amendment to the Loan and Security Agreement (the Eclipse Loan and Security Agreement, as amended through and including the Fourth Amendment, the “Amended Loan Agreement”) with EBC and Eclipse Business Capital SPV, LLC where the Secured Overnight Financing Rate (“SOFR”) replaced LIBOR as the reference rate for interest on borrowings, effective October 1, 2022. With the exception of the standards above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to the Company’s Consolidated Financial Statements. Note 3 — Business Combinations The Company completed three acquisitions during the year ended December 31, 2021, where all purchases were accounted for using the acquisition method of accounting under the FASB Accounting Standards Codification 805, Business Combinations (“ASC 805”). The results of operations for each of the acquisitions are included in the accompanying Consolidated Statements of Operations from the respective date of each acquisition. Under the acquisition method of accounting, the assets and liabilities have been recorded at their respective estimated fair values as of the date of completion of the acquisition and reported into Ranger’s Consolidated Balance Sheets. The Company utilized valuation techniques consistent with the market approach to measure the fair value of the assets acquired and liabilities assumed in each of the business combinations. The Company’s market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. The estimates of fair value required the use of significant unobservable inputs, representative of a Level 3 fair value measurement, including assumptions related to the future performance of the assets. 58 The supplemental unaudited pro forma information presented below is being provided for information purposes only and may not necessarily reflect the future results of operations of the Company or what the results of operations would have been had the Company owned and operated the assets since January 1, 2021. There were no material non-recurring pro forma adjustments present. Patriot Well Solutions (“Patriot”) Acquisition On May 14, 2021, the Company acquired all of the outstanding stock of Patriot, a provider of wireline evaluation and intervention services that operate in the Permian, Denver-Julesburg and Powder River Basins and Bakken Shale. As consideration for the Patriot Acquisition, the Company paid an aggregate of $ 11.0 million, which included 1.3 million shares of Class A Common Stock and cash payments of $ 3.3 million, net of cash acquired. Following the acquisition of Patriot, the Company significantly expanded its scale and scope of the existing wireline business. The financial results of Patriot are included within the Wireline Services reporting segment. The pro forma results of operations for the year ended December 31, 2021 for the Patriot Acquisition are not presented because the pro forma effects, individually and in the aggregate, are not material to the Company’s consolidated results of operations. The Company finalized the purchase price allocation in the fourth quarter of 2021. PerfX Wireline Services (“PerfX”) Acquisition On July 8, 2021, the Company acquired all of the assets of PerfX, a provider of wireline services that operate in Williston, North Dakota and Midland, Texas. Following the acquisition of PerfX, the Company significantly expanded its scale and scope of the existing wireline business. The financial results of PerfX are included within the Wireline Services reporting segment. The Company finalized the purchase price allocation in the fourth quarter of 2021. The aggregate consideration paid was $ 20.1 million, which included 1.0 million 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 were 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. Refer to “Note 10 — Debt” for further details related to the Secured Promissory Note. The PerfX purchase price includes 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 requires the Company to maintain a specific minimum level of purchases of XConnect’s manufactured products. Should the Company fail to maintain the specified minimum level of purchases, a forfeiture event would occur; however, the Company may elect to cure the forfeiture event through a cash payment to XConnect. If the Company elects not to cure the forfeiture event, if one should occur, the ownership percentage would reduce to 15 %. Upon the occurrence of a second uncured forfeiture event, the warrant is deemed to be cancelled. The value assigned to the warrant by the Company is negligible as of December 31, 2022. The Company finalized the purchase price allocation in the fourth quarter of 2021. The following table presents the fair value of assets acquired and liabilities assumed in accordance with ASC 805 (in millions): Cash $ 1.0 Accounts receivable 4.6 Inventory 2.4 Prepaid and other current assets 0.1 Operating leases, right-of-use asset 1.1 Property and equipment 18.4 Total assets acquired 27.6 Accounts payable 5.4 Accrued expenses 1.0 Operating lease right-of-use obligation 1.1 Total liabilities assumed 7.5 Purchase price $ 20.1 59 The following unaudited pro forma financial results considers that the PerfX Acquisition occurred as of January 1, 2021 (in millions, exception per share amounts): Year Ended December 31, 2021 Revenue $ 348.0 Operating loss $ ( 41.6 ) Net loss $ ( 3.1 ) Basic earnings per share $ 0.70 Diluted earnings per share $ 0.60 The supplemental pro forma information presented above is being provided for information purposes only and may not necessarily reflect what the results of operations would have been had the Company owned and operation the PerfX assets since January 1, 2021. The financial results of PerfX are included in the Wireline Services reporting segment. The Company reported revenue and an operating loss during the year ended December 31, 2021 of approximately $ 55.5 million and $ 1.5 million, respectively. The transaction costs related to the PerfX Acquisition approximated $ 0.7 million and were included as part of General and administrative expense. Basic Energy Services, Inc. (“Basic”) Acquisition On September 15, 2021, Ranger Acquisitions entered into an Asset Purchase Agreement for certain assets of Basic and certain of its subsidiaries (the “Basic Sellers”), which closed on October 1, 2021. Ranger Acquisitions purchased assets associated with Basic’s well servicing, fishing and rental, coiled tubing operations, and rolling stock assets required to support the operating assets being purchased and real property locations inclusive of, but not limited to, real property owned in New Mexico, North Dakota, Oklahoma, and Texas. All assets associated with the Basic Acquisition, were recorded at their fair value. 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 $ 40.8 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. 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 recorded 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. As of the date of this report, the Company has finalized the purchase price allocation in the fourth quarter of 2022. During the year ended December 31, 2022, adjustments were made within the permitted measurement period that resulted in an increase to the bargain purchased recognized of $ 3.6 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 following table presents the fair value of assets acquired and liabilities assumed in accordance with ASC 805 (in millions): Property and equipment $ 93.5 Total assets acquired 93.5 Finance lease obligations 3.9 Bargain purchase deferred tax liability 11.7 Total liabilities assumed 15.6 Net assets acquired 77.9 Bargain purchase 40.8 Purchase Price $ 37.1 The following unaudited pro forma financial results considers that the Basic Acquisition occurred as of January 1, 2021 (in millions, except per share amounts): 60 Year Ended December 31, 2021 Revenue $ 423.2 Operating loss $ ( 41.2 ) Net loss $ ( 3.0 ) Basic earnings per share $ 0.68 Diluted earnings per share $ 0.59 The supplemental pro forma information presented above is being provided for information purposes only and may not necessarily reflect what the results of operations would have been had the Company owned and operated the Basic assets since January 1, 2021. The financial results of Basic are included in the High Specification Rigs and Processing Solutions and Ancillary Services reporting segments. The Company reported revenue and an operating loss during the year ended December 31, 2021 that included approximately $ 38.0 million and $ 8.0 million, respectively. The transaction costs related to the Basic Acquisition approximated $ 7.1 million and were included as part of General and administrative expense. Note 4 — 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 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 the repayments under the Eclipse Loan and Security Agreement. Refer to “Note 10 — Debt” for further details. As of December 31, 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 year ended December 31, 2022, the Company recorded an impairment of $ 1.3 million to assets held for sale as the carrying value exceeded the fair value less estimated costs to sell. Assets held for sale at December 31, 2022 consisted of the following (in millions): December 31, 2022 Land and buildings $ 2.2 Other property and equipment 1.0 Assets held for sale $ 3.2 As of March 1, 2023, the Company sold $ 0.9 million and $ 1.0 million land and buildings and other property and equipment, respectively, that were classified as held for sale as of December 31, 2022. Note 5 — Property and Equipment, Net Property and equipment include the following (in millions): Estimated Useful Life December 31, (Years) 2022 2021 High specification rigs 15 $ 131.0 $ 145.4 Machinery and equipment 3 - 30 186.3 185.6 Vehicles 3 - 15 46.9 46.3 Other property and equipment 5 - 25 21.3 30.9 Property and equipment 385.5 408.2 Less: accumulated depreciation ( 167.2 ) ( 140.5 ) Construction in progress 3.3 2.9 Property and equipment, net $ 221.6 $ 270.6 Depreciation expense was $ 43.7 million and $ 36.1 million for the years ended December 31, 2022 and 2021, respectively. The Company had assets under finance leases of $ 11.7 million and $ 12.3 million for the years ended December 31, 2022 and 2021, respectively. For the year ended December 31, 2022, the Company modified the estimated useful life of high specification rigs from 20 years to 15 years and determined the impact on depreciation was immaterial. A change in useful life is treated as a change in accounting estimate and is applied prospectively. During the year ended December 31, 61 2022, the Company reclassified $ 9.0 million of property and equipment to Assets held for sale and disposed of $ 19.2 million of assets mostly acquired from the Basic Acquisition with a recognized Gain on sale of assets of $ 0.7 million. Note 6 — Intangible Assets Definite lived intangible assets are comprised of the following (in millions): Estimated Useful Life December 31, (Years) 2022 2021 Customer relationships 10 - 18 $ 11.4 $ 11.4 Less: accumulated amortization ( 4.3 ) ( 3.6 ) Intangible assets, net $ 7.1 $ 7.8 Amortization expense was $ 0.7 million for each of the years ended December 31, 2022 and 2021. Amortization expense for the future periods is expected to be as follows (in millions): For the years ending December 31, Amount 2023 $ 0.7 2024 0.7 2025 0.7 2026 0.7 2027 0.7 Thereafter 3.6 Total $ 7.1 Note 7 — Accrued Expenses Accrued expenses are comprised of the following (in millions): December 31, 2022 2021 Accrued payables $ 15.9 $ 12.5 Accrued compensation 12.5 12.7 Accrued taxes 2.1 2.1 Accrued insurance 5.6 3.0 Accrued expenses $ 36.1 $ 30.3 Note 8 — 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 Operating leases, right-of-use assets, Other current liabilities and Operating leases, right-of-use obligations 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, 2022 2021 Short-term lease costs $ 13.9 $ 7.3 Operating lease cost $ 3.0 $ 1.4 Operating cash outflows from operating leases $ 2.8 $ 1.5 Weighted average remaining lease term 4.5 years 5.1 years Weighted average discount rate 8.1 % 8.9 % 62 As of December 31, 2022, aggregate future minimum lease payments under operating leases are as follows (in millions): For the years ending December 31, Total 2023 $ 3.2 2024 3.2 2025 3.2 2026 2.8 2027 1.7 Thereafter 0.2 Total future minimum lease payments 14.3 Less: amount representing interest ( 2.4 ) Present value of future minimum lease payments 11.9 Less: current portion of operating lease obligations ( 2.3 ) Long-term portion of operating lease obligations $ 9.6 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, Other current liabilities and Other long-term liabilities in the Consolidated Balance Sheets. Lease costs and other information related to finance leases are as follows (in millions): Years Ended December 31, 2022 2021 Amortization of finance leases $ 2.2 $ 2.7 Interest on lease liabilities $ 0.9 $ 0.6 Financing cash outflows from finance leases $ 4.5 $ 5.4 Weighted average remaining lease term 1.6 years 1.4 years Weighted average discount rate 3.7 % 2.1 % As of December 31, 2022, aggregate future minimum lease payments under finance leases are as follows (in millions): For the years ending December 31, 2022 2023 $ 4.4 2024 2.4 2025 1.2 2026 0.1 Total future minimum lease payments 8.1 Less: amount representing interest ( 0.6 ) Present value of future minimum lease payments 7.5 Less: current portion of finance lease obligations ( 4.1 ) Long-term portion of finance lease obligations $ 3.4 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 entered into a lease agreement to lease such property. The Company received cash of $ 12.1 million from the sale of the land and building. The lease contains a 15-year term and rent escalations 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 entered into a lease agreement to lease such fixed assets. The Company received cash of $ 3.5 million from the sale of the fixed assets. The leased assets are to be paid over 18 to 60 months. 63 These sales did not qualify for sale accounting, therefore the leases were classified as other financing liabilities and no gain or loss was recorded. The net book value of the assets remained in Property and equipment, net are depreciating over their original useful lives. As of the year ended December 31, 2022, aggregate future lease payments of the financing liabilities are as follows (in millions): For the twelve months ending December 31, Total 2023 $ 0.7 2024 0.7 2025 0.7 2026 0.7 2027 0.8 Thereafter 8.7 Total future minimum lease payments $ 12.3 Note 10 — Debt The aggregate carrying amounts, net of issuance costs, of the Company’s debt consists of the following (in millions): December 31, 2022 2021 Eclipse Revolving Credit Facility $ 1.4 $ 27.0 Eclipse M&E Term Loan, net 10.4 12.2 Secured Promissory Note 6.1 10.4 Installment Purchases 0.5 1.0 Eclipse Term Loan B — 11.9 Total Debt 18.4 62.5 Current portion of long-term debt ( 6.8 ) ( 44.1 ) Long term-debt, net $ 11.6 $ 18.4 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 (the “EBC Credit Facility”), consisting of (i) a revolving credit facility in an aggregate principal amount of up to $ 50.0 million (the “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”). The Company capitalized fees of $ 2.7 million associated with the EBC Credit Facility, which are included in the Consolidated Balance Sheets within Other Assets. Such fees will continue to be amortized through maturity and are included in interest expense, net on the Consolidated Statements of Operations. The Company was in compliance with the Eclipse Loan and Security Agreement covenants as of December 31, 2022. On January 7, 2022, the Company entered into the First Amendment to Loan and Security Agreement with EBC and Eclipse Business Capital SPV, LLC, which increased the Maximum Revolving Credit Facility Amount (as defined in the Amended Loan Agreement (as defined below)) to $ 65 million, among other things. On September 23, 2022, the Company entered into the Fourth Amended Loan and Security Agreement with the EBC Lenders, which, among other things, designated the change in reference rate from LIBOR to SOFR and designated a Letter of Credit in the amount of $ 1.6 million to be utilized for working capital and general corporate purposes, as needed. Revolving Credit Facility The Revolving Credit Facility was drawn, in part, on September 27, 2021, to repay the indebtedness under the existing EBC Credit Facility, which was terminated in connection with such repayment, and to pay for the fees, costs and expenses incurred in connection with the EBC Credit Facility. The undrawn portion of the 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. The 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 serves as collateral for the borrowings under the Revolving Credit Facility and is scheduled to mature in September 2025. The Revolving Credit Facility includes a subjective acceleration clause and cash dominion provisions that 64 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 Revolving Credit Facility. The borrowings of the Revolving Credit Facility, therefore, are classified as current maturities of long-term debt on the Consolidated Balance Sheet. Under the Revolving Credit Facility, the maximum borrowing capacity was $ 60.3 million, which was based on a borrowing base certificate in effect as of December 31, 2022. The Company had outstanding borrowings of $ 1.4 million under the Revolving Credit Facility and a $ 1.6 million Letter of Credit, leaving a residual $ 57.3 million available for borrowings as of December 31, 2022. Borrowings under the Revolving Credit Facility bear interest at a rate per annum ranging from 4.5 % to 5.0 % in excess of SOFR and 3.5 % to 4.0 % in excess of the Base Rate, dependent on the fixed cost coverage ratio, through January 1, 2023. The weighted average applicable margin for the loan was 6.6 % for the year ended December 31, 2022. The Company capitalized fees of $ 1.8 million associated with the Revolving Credit Facility, which are included in Other Assets in the Consolidated Balance Sheets. Such fees will be amortized through maturity. Unamortized debt issuance costs as of December 31, 2022 were $ 1.3 million. M&E Term Loan Facility Under the M&E Term Loan Facility, the Company had outstanding borrowings of $ 10.4 million as of December 31, 2022, where the monthly installments of $ 0.2 million 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 SOFR and 7 % in excess of the Base Rate. The weighted average interest rate for the loan was 9.9 % for the year ended December 31, 2022. The M&E Term Loan Facility is secured by a lien on certain high-spec rig assets and is scheduled to mature in September 2025. Principal amounts repaid are not available to be reborrowed. The Company capitalized fees on $ 0.3 million associated with this M&E Term Loan Facility, which are included in the Consolidated Balance Sheets as a discount to the long-term debt, net. Such fees will continue to be amortized through maturity and are included in interest expense, net on the Consolidated Statement of Operations. Unamortized debt issuance costs as of December 31, 2022 were $ 0.2 million. Term Loan B On October 1, 2021, Term Loan B was finalized in connection with the closing of the Basic Acquisition and was drawn in full to repay borrowings under the Revolving Credit Facility. Borrowings under Term Loan B bore interest at a rate per annum equal to 12 % in excess of the LIBOR Rate and 11 % in excess of the Base Rate. The weighted average interest rate for Term Loan B was 13.0 % through the maturity date of August 16, 2022. The Company capitalized fees of $ 0.6 million associated with Term Loan B, which were included in the Consolidated Balance Sheets as a discount to the long-term debt, current portion. Such fees were amortized through maturity and are included in Interest expense, net on the Consolidated Statement of Operations. On August 16, 2022, the remaining balance of the loan was $ 0.3 million, which was paid utilizing funds from the Revolving Credit Facility. At the time, the Company had capitalized fees associated with Term Loan B of $ 0.1 million, which was charged to interest expense on the Consolidated Statement of Operations. Secured Promissory Note In connection with the PerfX Acquisition, on July 8, 2021, Bravo Wireline, LLC, a wholly owned subsidiary of Ranger Services, entered into a security agreement with Chief Investments, LLC, as administrative agent, for the financing of certain assets acquired. Certain of the assets acquired serve as collateral under the Secured Promissory Note. As of December 31, 2022, the aggregate principal balance outstanding was $ 6.1 million. Borrowings under the Secured Promissory Note bear interest at a rate of 8.5 % per annum and are scheduled to mature in January 2024. 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 December 31, 2022, the aggregate principal balance outstanding under the Installment Agreements was $ 0.5 million and is payable ratably over 36 months from the time of each purchase. The monthly installment payments contain an imputed interest rate that is consistent with the Company’s incremental borrowing rate and is not significant to the Company. 65 Debt Obligations and Scheduled Maturities As of December 31, 2022, aggregate principal repayments of total debt for the next five years are as follows (in millions): For the years ending December 31, Total 2023 $ 6.8 2024 6.4 2025 5.4 2026 — Total $ 18.6 Note 11 — Equity Series A Preferred Stock 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 $ 42.0 million. The transaction closed on October 1, 2021, and during the year ended December 31, 2022, the 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). 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, performance awards, 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 or an alternative committee appointed by the Board. 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, 2022 and 2021 was $ 4.9 million and $ 4.2 million, respectively. As of December 31, 2022, there was an aggregate of $ 4.2 million of unrecognized expense related to RSAs issued, which are expected to be recognized over a weighted average period of 1.5 years. The following table summarizes the unvested activity for RSAs during the years ended December 31, 2022 and 2021: Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Vesting Period Unvested at January 1, 2021 1,010,727 Granted 645,288 $ 6.58 2.0 years Forfeited ( 253,060 ) Vested ( 562,494 ) Unvested at December 31, 2021 840,461 $ 6.08 1.6 years Granted 490,447 $ 9.95 1.9 years Forfeited ( 141,562 ) Vested ( 446,322 ) Unvested at December 31, 2022 743,024 $ 8.27 1.5 years 66 Performance Stock Units (“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 shareholder 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, 2022 and 2021 will cliff vest, subject to the achievement of applicable performance criteria and certification by the Board of Directors, on April 23, 2023, March 15, 2024, and December 31, 2024, respectively. As of December 31, 2022, there was an aggregate of $ 1.2 million of unrecognized compensation cost related to PSUs. The following table summarizes the unvested activity for PSUs during the years ended December 31, 2022 and 2021: 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, 2021 149,073 149,073 Granted 123,106 $ 9.24 123,106 $ 7.45 Forfeited ( 111,382 ) ( 146,863 ) Vested ( 54,696 ) ( 19,213 ) Unvested at December 31, 2021 106,101 106,103 Granted 50,448 $ 14.11 2.0 years 50,447 $ 12.69 2.0 years Forfeited ( 35,777 ) ( 35,776 ) Vested ( 19,068 ) ( 19,069 ) Unvested at December 31, 2022 101,704 1.4 years 101,705 1.4 years Issuance of shares in Connection with Acquisitions As consideration for the Patriot Acquisition, the Company paid an aggregate of $ 11.0 million, which included 1.3 million shares of Class A Common Stock. As consideration for the PerfX Acquisition, aggregate consideration paid was $ 20.1 million, which included 1.0 million shares of Class A Common Stock. The Class A Common Stock issuance includes 100,000 shares that were issued by the Company on July 8, 2022, the 12-month anniversary of the acquisition date. See “Note 3 — Business Combinations” for further details related to the acquisitions of Patriot and PerfX. Issuance of shares to a Related Party During the year ended December 31, 2021, the Company entered into a definitive agreement with affiliates of CSL Capital Management (“CSL”) and Bayou Holdings (“Bayou”) to terminate the Tax Receivable Agreement (the “TRA Termination Agreement”). In consideration of the TRA Termination Agreement, the Company issued an aggregate of 376,185 shares of Class A Common Stock of the Company to affiliates of CSL Capital Management and Bayou Holdings. Class B Common Stock During the year ended December 31, 2021, in connection with the TRA Termination Agreement, Ranger LLC redeemed CSL’s and Bayou’s outstanding units in Ranger LLC and the corresponding shares of its Class B Common Stock for an equivalent number of shares of Class A Common Stock. Following this redemption, no shares of Class B Common Stock were issued or outstanding. 67 Note 12 — Risk Concentrations Customer Concentrations During the year ended December 31, 2022, one customer, accounted for approximately 10 % of the Company’s consolidated revenue. As of December 31, 2022, approximately 9 % of the consolidated accounts receivable balance was due from this customer. For the year ended December 31, 2021, two customers accounted for approximately 15 % and 10 % of the Company’s consolidated revenue. As of December 31, 2021, approximately 15 % of the consolidated accounts receivable balance, in aggregate, was due from these customers. Note 13 — 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, 2022 and 2021 was 6 % and 75 %, respectively. Total income tax expense for the year ended December 31, 2022 differed from amounts computed by applying the U.S. federal statutory tax rate of 21% primarily due to the change in Valuation allowance of $ 1.5 million and Bargain purchase gain of $ 0.8 million and for the year ended December 31, 2021 primarily due to a non-taxable bargain purchase gain. The Company has recorded a valuation allowance against the realizable value of the loss carryforwards. Management continues to assess the need for a valuation allowance, the analysis of which is subject to change based on numerous factors, including projections of future taxable income, which continues to be assessed based on available information each reporting period. A subsequent increase or decrease in the valuation allowance would results in a corresponding increase or decrease to the net deferred tax assets and an increase or decrease to income tax expense in the period in which change occurs. Years Ended December 31, 2022 2021 Current expense (benefit) Federal $ — $ — State 0.5 — Total current expense (benefit) 0.5 — Deferred expense (benefit) Federal 0.2 ( 6.4 ) State 0.2 0.2 Total deferred expense (benefit) 0.4 ( 6.2 ) Income tax expense (benefit) $ 0.9 $ ( 6.2 ) A reconciliation of the expected income tax expense (benefit) on income (loss) before income taxes using the statutory federal income tax rate of 21% for 2022 and 2021 to income tax expense (benefit) follows (in millions): December 31, 2022 2021 Income (loss) before income taxes $ 16.0 $ ( 8.3 ) Statutory rate 21 % 21 % Income tax expense (benefit) computed at statutory rate $ 3.4 $ ( 1.7 ) Reconciling items State income taxes, net of federal tax benefit 0.7 0.2 Nontaxable income allocated to non-controlling interest — 2.2 Bargain purchase gain ( 0.8 ) ( 8.2 ) Valuation allowance ( 1.5 ) 0.5 Non-deductible expenses and other ( 0.9 ) 0.8 Income tax expense (benefit) $ 0.9 $ ( 6.2 ) 68 As of December 31, 2022, the Company has net operating loss carryforwards of approximately $ 69.5 million, consisting of $ 6.9 million of section 382 limited losses expiring beginning in 2034, an estimated $ 9.9 million of non-section 382 limited losses expiring beginning in 2037 and $ 52.7 million of non-section 382 limited losses which carryforward indefinitely. The tax effects of the cumulative temporary differences resulting in the net deferred income tax liability, which are shown in Other Long-Term Liabilities on the consolidated balance sheet, are as follows (in millions): December 31, 2022 2021 Deferred income tax assets Net operating loss carryforward $ 16.0 $ 17.5 Stock based compensation 1.2 2.0 Valuation allowance ( 1.7 ) ( 1.9 ) Right-of-use liability 2.7 1.6 Other 1.8 ( 0.6 ) Net deferred income tax asset $ 20.0 $ 18.6 Deferred income tax liabilities Property and equipment ( 21.8 ) ( 21.5 ) Right-of-use assets ( 2.5 ) ( 1.5 ) Other ( 0.3 ) 1.2 Deferred income tax liability ( 24.6 ) ( 21.8 ) Net deferred income tax liability $ ( 4.6 ) $ ( 3.2 ) The Company is subject to the following material taxing jurisdictions: the United States and Texas. As of December 31, 2022, 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 2016 through 2021. In August 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA 2022”) (Public Law Number 117-169) into law. This legislation is not expected to have a material impact on our financial statements. Other tax matters 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. As of December 31, 2022, the Company had deferred payroll tax payments of $ 0.9 million and is disclosed in Accounts payable on the Consolidated Balance Sheet; however, there were no other material tax impacts to the Consolidated Financial Statements as it related to COVID-19 measures. The deferred payroll tax payment was paid in January 2023. 69 Note 14 — Earnings per Share Earnings per share is based on the amount of earnings allocated to the shareholders 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, 2022 and 2021 (in millions, except share and per share data): Years Ended December 31, 2022 2021 Income (numerator): Basic: Income attributable to Ranger Energy Services, Inc. $ 15.1 $ 8.6 Net income attributable to Class A Common Stock $ 15.1 $ 8.6 Diluted: Income attributable to Ranger Energy Services, Inc. $ 15.1 $ 8.6 Net income attributable to Class A Common Stock $ 15.1 $ 8.6 Weighted average shares (denominator): Weighted average number of shares - basic 22,969,623 11,860,312 Equity compensation awards 400,975 191,854 Conversion of Series A Preferred Stock — 1,500,000 Weighted average number of shares - diluted 23,370,598 13,552,166 Basic earnings per share $ 0.66 $ 0.73 Diluted earnings per share $ 0.65 $ 0.63 During the year ended December 31, 2021, the Company excluded 0.2 million of equity-based awards, as the effect was anti-dilutive. Note 15 — 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 matters will have a material adverse effect on its consolidated financial position or results of operations. Note 16 — Related Party Transactions Stockholders’ Agreement In connection with the Offering, Ranger entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with the Legacy Owners and the Bridge Loan Lenders (defined below). 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 Richard Agee, 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; • 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 70 • 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 eight directors, CSL’s nomination rights will be proportionately increased or decreased, respectively, rounded up to the nearest whole number. Tax Receivable Agreement (“TRA”) Termination and Class B Common Stock Redemption During the year ended December 31, 2021, the Company entered into a definitive agreement with affiliates of CSL and Bayou to terminate the TRA. In consideration of the TRA Termination Agreement, the Company issued an aggregate of 376,185 shares of Class A Common Stock of the Company to affiliates of CSL Capital Management and Bayou Holdings. During the year ended December 31, 2021, in connection with the TRA Termination Agreement, Ranger LLC redeemed CSL’s and Bayou’s outstanding units in Ranger LLC and the corresponding shares of its Class B Common Stock for an equivalent number of shares of Class A Common Stock. Following this redemption, no shares of Class B Common Stock were issued or outstanding. 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. 71 Payments and Purchases The Company incurred $ 0.3 million and $ 0.1 million in expenses to CSL and other board members for the years ended December 31, 2022 and 2021, respectively. For the year ended December 31, 2022, amounts collected from Board member Brett Agee was approximately $ 0.2 million for asset sales. Note 17 — 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 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 reportable segments have been categorized based on services provided in each line of business. The tables below present the operating income (loss) measurement, 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 fixed 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. Additionally, as a result of three business combinations, coupled with executive management changes, the Company reevaluated the reportable segments accordingly during the fourth quarter of 2021 and bifurcated the legacy Completion and Other Services segment into Wireline Services, with the remaining business added to the Processing Solutions and Ancillary Services. The following is a description of the reporting segments as updated during the fourth quarter of 2021: • High Specification Rigs . Provides high-spec 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 hauling, processing solutions, as well as snubbing and coil tubing. • Other. The Company incurs costs, indicated as Other, that are not allocable to any of the operating segments and includes mostly corporate general and administrative expenses as we all as depreciation of office furniture and fixtures and other corporate assets. Segment information for the years ended December 31, 2022 and 2021 is as follows (in millions): Year Ended December 31, 2022 High Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total Revenue $ 293.2 $ 197.0 $ 118.3 $ — $ 608.5 Cost of services 232.7 178.4 92.8 — 503.9 General and administrative — — — 39.9 39.9 Depreciation and amortization 26.2 11.0 5.3 1.9 44.4 Impairment of fixed assets — — — 1.3 1.3 Gain on sale of assets — — — ( 0.7 ) ( 0.7 ) Operating income (loss) 34.3 7.6 20.2 ( 42.4 ) 19.7 Interest expense, net — — — 7.3 7.3 Income tax expense (benefit) — — — 0.9 0.9 Gain on bargain purchase, net of tax — — — ( 3.6 ) ( 3.6 ) Net income (loss) $ 34.3 $ 7.6 $ 20.2 $ ( 47.0 ) $ 15.1 Capital expenditures $ 8.2 $ 4.4 $ 6.5 $ — $ 19.1 72 Year Ended December 31, 2021 High Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total Revenue $ 140.1 $ 117.9 $ 35.1 $ — $ 293.1 Cost of services 118.8 115.6 28.9 — 263.3 General and administrative — — — 34.6 34.6 Depreciation and amortization 21.5 8.1 5.9 1.3 36.8 Gain on sale of assets — — — ( 1.1 ) ( 1.1 ) Operating income (loss) ( 0.2 ) ( 5.8 ) 0.3 ( 34.8 ) ( 40.5 ) Interest expense, net — — — 5.0 5.0 Income tax expense (benefit) — — — ( 6.2 ) ( 6.2 ) Gain on bargain purchase, net of tax ( 37.2 ) — — — ( 37.2 ) Net income (loss) $ 37.0 $ ( 5.8 ) $ 0.3 $ ( 33.6 ) $ ( 2.1 ) Capital expenditures $ 5.9 $ 2.0 $ 0.8 $ — $ 8.7 73 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures Not applicable.