3 unchanged sentences
(in millions, except share amounts)
−Removed: September 30, 2022 December 31, 2021
+Added: March 31, 2023 December 31, 2022
Cash and cash equivalents $ 14.4 $ 3.7
26 unchanged sentences
50,000,000 shares authorized;
−Removed: no shares issued or outstanding as of September 30, 2022;
−Removed: 6,000,001 shares issued and outstanding as of December 31, 2021
+Added: no shares issued or outstanding as of March 31, 2023 and December 31, 2022
Class A Common Stock, $ 0.01 par value, 100,000,000 shares authorized;
−Removed: 25,425,754 shares issued and 24,873,926 shares outstanding as of September 30, 2022;
+Added: 25,677,673 shares issued and 25,086,445 shares outstanding as of March 31, 2023;
25,446,292 shares issued and 24,894,464 shares outstanding as of December 31, 2022
Class B Common Stock, $ 0.01 par value, 100,000,000 shares authorized;
−Removed: no shares issued or outstanding as of September 30, 2022 and December 31, 2021
+Added: no shares issued or outstanding as of March 31, 2023 and December 31, 2022
Class A Common Stock held in treasury at cost;
−Removed: 551,828 treasury shares as of September 30, 2022 and December 31, 2021
+Added: 591,228 treasury shares as of March 31, 2023 and 551,828 treasury shares as of December 31, 2022
( 4.2 ) ( 3.8 )
−Removed: Accumulated deficit ( 0.5 ) ( 8.0 )
+Added: Retained earnings 13.4 7.1
Additional paid-in capital 262.7 262.6
5 unchanged sentences
(in millions, except share and per share amounts)
−Removed: Three Months Ended Nine Months Ended
−Removed: September 30, September 30,
−Removed: 2022 2021 2022 2021
+Added: Three Months Ended
High specification rigs $ 77.5 $ 64.9
1 unchanged sentence
Processing solutions and ancillary services 30.1 20.1
−Removed: Total revenues 177.0 81.7 454.2 170.0
+Added: Total revenue 157.5 123.6
Operating expenses
6 unchanged sentences
Depreciation and amortization 10.0 11.6
−Removed: Impairment of fixed assets 0.2 — 1.3 —
−Removed: Gain (loss) on sale of assets ( 1.1 ) — — 0.1
+Added: Gain on sale of assets ( 1.0 ) ( 1.0 )
Total operating expenses 148.3 128.8
Operating income (loss) 9.2 ( 5.2 )
−Removed: Other (income) expenses
+Added: Other expenses
Interest expense, net 1.2 2.1
−Removed: Gain on bargain purchase, net of tax ( 0.8 ) — ( 3.6 ) —
−Removed: Total other (income) expenses 1.0 1.2 2.1 2.5
+Added: Total other expenses 1.2 2.1
Income (loss) before income tax (benefit) expense 8.0 ( 7.3 )
−Removed: Tax (benefit) expense 3.4 ( 0.2 ) 1.0 0.1
+Added: Tax expense (benefit) 1.8 ( 1.6 )
Net income (loss) 6.2 ( 5.7 )
−Removed: Net loss attributable to noncontrolling interests — ( 3.5 ) — ( 10.7 )
−Removed: Net income (loss) attributable to Ranger Energy Services, Inc.
−Removed: $ 13.6 $ ( 5.6 ) $ 7.5 $ ( 15.8 )
Income (loss) per common share
8 unchanged sentences
(in millions, except share amounts)
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
+Added: Three Months Ended March 31,
2023 2022 2023 2022
−Removed: Quantity Amount Quantity Amount
+Added: Quantity Amount
Shares, Series A Preferred Stock
Balance, beginning of period — 6,000,001 $ — $ 0.1
−Removed: Shares converted to Class A Common Stock — — — — ( 6,000,001 ) — ( 0.1 ) —
Balance, end of period — 6,000,001 $ — $ 0.1
3 unchanged sentences
Shares withheld for taxes on equity transactions ( 87,101 ) ( 97,384 ) — —
−Removed: Issuance of shares from Series A Preferred Stock conversion — — — — 6,000,001 — 0.1 —
−Removed: Issuance in connection with acquisitions 100,000 900,000 — — 100,000 2,156,000 — —
Balance, end of period 25,677,673 19,223,189 $ 0.3 $ 0.2
−Removed: Shares, Class B Common Stock
−Removed: Balance, beginning of period — 6,866,154 $ — $ 0.1 — 6,866,154 $ — $ 0.1
−Removed: Balance, end of period — 6,866,154 $ — $ 0.1 — 6,866,154 $ — $ 0.1
Treasury Stock
Balance, beginning of period ( 551,828 ) ( 551,828 ) $ ( 3.8 ) $ ( 3.8 )
+Added: Repurchase of Class A Common Stock ( 39,400 ) — ( 0.4 ) —
Balance, end of period ( 591,228 ) ( 551,828 ) $ ( 4.2 ) $ ( 3.8 )
−Removed: Accumulated deficit
+Added: Retained Earnings (accumulated deficit)
Balance, beginning of period $ 7.2 $ ( 8.0 )
5 unchanged sentences
Shares withheld for taxes on equity transactions ( 1.0 ) ( 1.1 )
−Removed: Share issuance for acquisitions — 8.7 — 16.4
−Removed: Impact of transactions affecting noncontrolling interest — 3.9 — 10.7
Balance, end of period $ 262.7 $ 259.9
4 unchanged sentences
Shares withheld for taxes on equity transactions ( 1.0 ) ( 1.1 )
−Removed: Share issuance for acquisition — 8.7 — 16.4
−Removed: Impact of transactions affecting noncontrolling interest — 3.9 — 10.7
−Removed: Balance, end of period $ 257.7 $ 114.4 $ 257.7 $ 114.4
−Removed: Noncontrolling interest
−Removed: Balance, beginning of period $ — $ 68.9 $ — $ 82.9
−Removed: Net loss attributable to noncontrolling interest — ( 3.5 ) — ( 10.7 )
−Removed: Impact of transactions affecting noncontrolling interest — ( 3.9 ) — ( 10.7 )
−Removed: Balance, end of period $ — $ 61.5 $ — $ 61.5
−Removed: Total Stockholders' Equity
−Removed: Balance, beginning of period $ 243.1 $ 176.2 $ 248.7 $ 184.8
−Removed: Net income (loss) 13.6 ( 9.1 ) 7.5 ( 26.5 )
−Removed: Equity based compensation 0.9 0.3 2.6 2.1
−Removed: Shares withheld for taxes on equity transactions 0.1 ( 0.2 ) ( 1.1 ) ( 0.9 )
−Removed: Share issuance from acquisition — 8.7 — 16.4
+Added: Repurchase of Class A Common Stock ( 0.4 ) —
Balance, end of period $ 272.2 $ 242.7
3 unchanged sentences
(in millions)
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
Cash Flows from Operating Activities
3 unchanged sentences
Equity based compensation 1.1 0.8
−Removed: Impairment of fixed assets 1.3 —
−Removed: Gain on bargain purchase, net of tax ( 3.6 ) —
+Added: Gain on disposal of property and equipment ( 1.0 ) ( 1.0 )
+Added: Deferred income tax expense (benefit) 1.9 ( 1.6 )
Other expense, net 1.1 0.2
−Removed: Changes in operating assets and liabilities, net effects of business acquisitions
+Added: Changes in operating assets and liabilities
Accounts receivable 12.3 ( 7.8 )
7 unchanged sentences
Other long-term liabilities ( 1.1 ) ( 1.3 )
−Removed: Net cash provided by operating activities 18.5 23.4
+Added: Net cash provided by (used in) operating activities 17.4 ( 12.1 )
Cash Flows from Investing Activities
1 unchanged sentence
Proceeds from disposal of property and equipment 4.3 6.6
−Removed: Purchase of businesses, net of cash received 0.8 ( 2.4 )
Net cash provided by (used in) investing activities ( 1.1 ) 5.0
9 unchanged sentences
Payments on Installment Purchases ( 0.1 ) ( 0.1 )
−Removed: Principal payments on Encina Master Financing Agreement — ( 17.7 )
−Removed: Deferred financing costs on Eclipse — ( 2.4 )
−Removed: Proceeds from financing of sale-leasebacks — 15.6
−Removed: Borrowings under Eclipse M&E Term Loan — 12.5
+Added: Repurchase of Class A Common Stock ( 0.4 ) —
Net cash provided by (used in) financing activities ( 5.6 ) 10.3
5 unchanged sentences
Supplemental Disclosure of Non-cash Investing and Financing Activities
−Removed: Capital expenditures $ ( 0.7 ) $ ( 0.1 )
Additions to fixed assets through installment purchases and financing leases $ ( 1.5 ) $ ( 0.8 )
−Removed: Issuance of Class A Common Stock for acquisitions $ — $ ( 16.4 )
−Removed: Secured Promissory Note $ — $ ( 11.4 )
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3 unchanged sentences
Ranger Energy Services, Inc.
−Removed: (“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.
−Removed: 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.
−Removed: 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:
+Added: (“Ranger, Inc.,” “Ranger,” “we,” “us” or the “Company”) is a provider of onshore high specification (“high-spec”) well service rigs, wireline services, and additional processing solutions and ancillary services in the United States (“U.S.”).
+Added: The Company provides an extensive range of well site services to leading U.S.
+Added: 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.
+Added: Our service offerings consist of well completion support, workover, well maintenance, wireline, fluid management, and other complementary services, as well as installation, commissioning and operating of modular equipment, which are conducted in three reportable segments, as follows:
• High Specification Rigs .
4 unchanged sentences
Provides other services often utilized in conjunction with our High Specification Rigs and Wireline Services segments.
−Removed: These services include equipment rentals, snubbing and coil tubing, plug and abandonment, logistics hauling, and processing solutions.
−Removed: 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.
+Added: These services include equipment rentals, plug and abandonment, logistics hauling, snubbing and coil tubing, and processing solutions.
+Added: The Company’s operations take place in most of the active oil and natural gas basins in the U.S., including the Permian Basin, Denver-Julesburg Basin, Bakken Shale, Eagle Ford Shale, Haynesville Shale, Gulf Coast, South Central Oklahoma Oil Province and Sooner Trend, Anadarko Basin, and Canadian and Kingfisher Counties plays.
was incorporated as a Delaware corporation in February 2017.
−Removed: is a holding company, and its sole material assets consist of membership interests in RNGR Energy Services, LLC, a Delaware limited liability company (“Ranger LLC”).
−Removed: Ranger LLC owns all of the outstanding equity interests in Ranger Energy Services, LLC (“Ranger Services”), Torrent Energy Services, LLC (“Torrent Services”), and Ranger Energy Acquisition, LLC (“Ranger Acquisitions”), the subsidiaries through which it operates its assets.
−Removed: 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.
+Added: is a holding company, and its sole assets consist of membership interests in RNGR Energy Services, LLC, a Delaware limited liability company (“Ranger LLC”).
+Added: Ranger LLC owns all of the outstanding equity interests in Ranger Energy Services, LLC (“Ranger Services”) and Torrent Energy Services, LLC (“Torrent Services”), and the other subsidiaries through which it operates its assets.
+Added: Ranger LLC is the sole managing member of Ranger Services and Torrent Services, and is responsible for all operational, management and administrative decisions relating to Ranger Services, its subsidiaries, and Torrent Services’ business and consolidates the financial results of Ranger Services, its subsidiaries, and Torrent Services.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
−Removed: The Condensed Consolidated Balance Sheet as of December 31, 2021 has been derived from audited financial statements and the Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.
+Added: The unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.
GAAP”) for interim financial information and the Securities and Exchange Commission’s (the “SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X.
−Removed: Accordingly, certain notes and other information have been condensed or omitted.
+Added: Accordingly, certain information and disclosures have been condensed or omitted.
The Condensed Consolidated Financial Statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the results of operations for the interim periods.
−Removed: These interim financial statements should be read in conjunction with the consolidated financial statements and related notes for the years ended December 31, 2021 and 2020, included in the Annual Report filed on Form 10-K for the year ended December 31, 2021 (the “Annual Report”).
+Added: These interim financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in the Annual Report.
Interim results for the periods presented may not be indicative of results that will be realized for future periods.
−Removed: 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.
−Removed: 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.
−Removed: Pursuant to the TRA Termination Agreement (as defined herein) all noncontrolling interests in Ranger LLC were eliminated.
−Removed: Changes in the Company’s ownership interest in Ranger LLC, while it retains its controlling interest, are accounted for as equity transactions.
−Removed: We have made certain reclassifications to our prior period operating revenue and cost of sales amounts due to the change in reportable segments whereby our Wireline and Ancillary Services were bifurcated from our historical Completion and Other
−Removed: Services segment as a result of our fourth quarter 2021 operating segment changes.
−Removed: The Ancillary Services are now combined with the historical Processing Solutions segment.
−Removed: Other immaterial reclassifications have been made for comparability purposes.
−Removed: None of these reclassifications have an impact on our consolidated operating results, cash flows or financial position.
Significant Accounting Policies
7 unchanged sentences
• Depreciation and amortization of property and equipment and intangible assets;
−Removed: • Assets acquired and liabilities assumed in business combinations;
• Impairment of property and equipment and intangible assets;
2 unchanged sentences
• Equity-based compensation.
−Removed: Emerging Growth Company Status and Smaller Reporting Company Status
−Removed: The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
−Removed: 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 $1.24 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.
−Removed: 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.
−Removed: An EGC may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies.
−Removed: 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.
−Removed: The Company is also a “smaller reporting company” (“SRC”) as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as Amended.
−Removed: SRC 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;
−Removed: 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.
−Removed: SRC status is determined on an annual basis.
New Accounting Pronouncements
Recently Issued Accounting Standards
−Removed: In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses , which replaces the incurred loss impairment methodology to reflect expected credit losses.
+Added: 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.
−Removed: ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2022, with early adoption permitted.
−Removed: After consideration of the guidance changes, the Company does not believe the changes in the accounting standard will result in a material impact on its Condensed Consolidated Financial Statements.
−Removed: The Company expects to adopt the standard on a prospective basis.
+Added: ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2022.
+Added: The Company adopted this standard on January 1, 2023.
+Added: 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.
−Removed: The amendments apply only to contracts, hedging relationships and other transactions that reference the London Interbank Offering Rate (“LIBOR”) or another
−Removed: reference rate expected to be discontinued due to the reference rate reform.
−Removed: ASU 2020-04 became effective as of March 12, 2020 and can be applied through December 31, 2022.
+Added: 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.
+Added: 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.
−Removed: 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 Condensed Consolidated Financial Statements.
−Removed: Note 3 — Business Combinations
−Removed: 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”).
−Removed: The results of operations for each of the acquisitions are included in the accompanying Condensed Consolidated Statements of Operations from the respective date of each acquisition.
−Removed: 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 Condensed Consolidated Balance Sheets.
−Removed: Patriot Well Solutions (“Patriot”) Acquisition
−Removed: 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.
−Removed: 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.
−Removed: The financial results of Patriot are included in the Wireline Services reporting segment.
−Removed: The Company finalized the purchase price allocation in the fourth quarter of 2021.
−Removed: PerfX Wireline Services (“PerfX”) Acquisition
−Removed: On July 8, 2021, the Company acquired the assets of PerfX, a provider of wireline services that operate in Williston, North Dakota and Midland, Texas.
−Removed: Following the acquisition of PerfX the Company significantly expanded its scale and scope of the existing wireline business.
−Removed: The financial results of PerfX are included within the Wireline Services reporting segment.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Refer to “Note 10 — Debt” for further details related to the Secured Promissory Note.
−Removed: The PerfX purchase price includes a warrant to acquire a 30 % ownership in the XConnect Business (“XConnect”), which expires on July 8, 2031.
−Removed: XConnect is the manufacturer of a perforating gun system developed by the PerfX sellers alongside the PerfX wireline service business.
−Removed: The warrant requires the Company to maintain a specific minimum level of purchases of XConnect’s manufactured products.
−Removed: Should the Company fail to maintain the specified minimum level of purchases, a forfeiture event would occur.
−Removed: The Company may elect to cure the forfeiture event through a cash payment to XConnect.
−Removed: If the Company elects to not cure the forfeiture event, the ownership percentage would reduce to 15 %.
−Removed: Upon the occurrence of a second uncured forfeiture event, the warrant is deemed to be cancelled.
−Removed: The value of the warrant by the Company is negligible as of September 30, 2022.
−Removed: The Company finalized the purchase price allocation in the fourth quarter of 2021.
−Removed: The following table presents the fair value of assets acquired and liabilities assumed in accordance with ASC 805 (in millions):
−Removed: Accounts receivable 4.6
−Removed: Inventory 2.4
−Removed: Prepaid and other current assets 0.1
−Removed: Operating leases, right-of-use asset 1.1
−Removed: Property and equipment 18.4
−Removed: Total assets acquired 27.6
−Removed: Accounts payable 5.4
−Removed: Accrued expenses 1.0
−Removed: Operating lease right-of-use obligation 1.1
−Removed: Total liabilities assumed 7.5
−Removed: Allocated purchase price $ 20.1
−Removed: The following unaudited pro-forma financial results considers that the PerfX Acquisition occurred as of January 1, 2021 (in millions):
−Removed: Nine Months Ended September 30, 2021
−Removed: Revenue $ 224.9
−Removed: Operating loss $ ( 27.2 )
−Removed: Net loss $ ( 30.1 )
−Removed: Basic and diluted loss per share $ ( 1.90 )
−Removed: The supplemental pro forma information presented above are 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 Acquisition assets since January 1, 2021.
−Removed: There were no material non-recurring pro-forma adjustments present.
−Removed: The financial results of PerfX are included in the Wireline Services reporting segment.
−Removed: The Company reported revenue and operating income during the three and nine months ended September 30, 2021 that included approximately $ 27.9 million and $ 0.5 million, respectively.
−Removed: During the nine months ended September 30, 2021 the transaction costs related to the PerfX Acquisition approximated $ 0.7 million.
−Removed: Basic Energy Services, Inc.
+Added: 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.
+Added: Note 3 — Assets Held for Sale
+Added: Assets held for sale includes the net book value of assets the Company plans to sell within the next 12 months and are related to excess assets acquired from the Basic Energy Services, Inc.
(“Basic”) Acquisition.
−Removed: 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.
−Removed: 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.
−Removed: All assets associated with the Basic Acquisition, were recorded at their fair value.
−Removed: 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.
−Removed: 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.
−Removed: The bargain purchase gain is primarily attributable Basic’s distressed financial position and lack of financing options available to avoid liquidation.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: As of the date of this report the Company has finalized the purchase price allocation in the fourth quarter of 2022.
−Removed: During the three and nine months ended September 30, 2022, adjustments were made within the permitted measurement period that resulted in an increase to the bargain purchased recognized of $ 0.8 million and $ 3.6 million, respectively, net of tax, due to updated information regarding facts and circumstances which existed as of the date of the business combination.
−Removed: The measurement period adjustments primarily impacted the bargain purchase gain and property and equipment.
−Removed: The Company reported revenue and operating income during the three months ended September 30, 2022 of approximately $ 60.8 million and $ 12.1 million, respectively, and $ 157.3 million and $ 30.9 million for the nine months ended September 30, 2022 attributable to the assets acquired from Basic.
−Removed: The following table presents the fair value of assets acquired and liabilities assumed in accordance with ASC 805 (in millions):
−Removed: Property and equipment $ 93.5
−Removed: Total assets acquired 93.5
−Removed: Finance lease obligations 3.9
−Removed: Bargain purchase deferred tax liability 11.7
−Removed: Total liabilities assumed 15.6
−Removed: Net assets acquired 77.9
−Removed: Bargain purchase 40.8
−Removed: Purchase price $ 37.1
−Removed: The following unaudited pro-forma financial results considers that the Basic Acquisition occurred as of January 1, 2021 (in millions, except per share amounts):
−Removed: Nine Months Ended September 30, 2021
−Removed: Revenue $ 300.1
−Removed: Operating loss $ ( 24.6 )
−Removed: Net income (loss) $ ( 27.3 )
−Removed: Basic earnings (loss) per share $ ( 1.68 )
−Removed: Diluted earnings (loss) per share $ ( 1.68 )
−Removed: The supplemental pro forma information presented above are 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 Basic Acquisition assets since January 1, 2021.
−Removed: There were no material non-recurring pro-forma adjustments present.
−Removed: The financial results of Basic are primarily included in the High-Specification Rigs reporting segment.
+Added: 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.
+Added: The Company intends to sell the excess assets to fund the repayments under the Amended Loan Agreement.
+Added: Refer to “Note 9 — Debt” for further details.
+Added: As of March 31, 2023, the Company classified $ 0.6 million and $ 0.4 million of land and buildings within our High Specification Rigs and Processing Solutions and Ancillary Services segments, respectively, as held for sale as they are being actively marketed.
Note 4 — Property and Equipment, Net
1 unchanged sentence
Estimated Useful Life
−Removed: (years) September 30, 2022 December 31, 2021
+Added: (years) March 31, 2023 December 31, 2022
High specification rigs 15 $ 137.0 $ 138.0
−Removed: High specification rigs machinery and equipment 5 - 10
−Removed: Wireline services machinery and equipment 5 - 10
−Removed: Processing solutions and ancillary services machinery and equipment 3 - 30
+Added: Machinery and equipment 3 - 30
Vehicles 3 - 15
4 unchanged sentences
Property and equipment, net $ 217.6 $ 221.6
−Removed: Depreciation expense was $ 10.5 million and $ 8.6 million for the three months ended September 30, 2022 and 2021, respectively and $ 33.2 million and $ 24.4 million for the nine months ended September 30, 2022 and 2021.
−Removed: Note 5 — Assets Held for Sale
−Removed: 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.
−Removed: 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.
−Removed: The Company intends to sell the excess assets to fund the repayments under the Eclipse Loan and Security Agreement.
−Removed: Refer to “Note 10 — Debt” for further details.
−Removed: As of September 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.
−Removed: During the three and nine months ended September 30, 2022, the Company recorded an impairment of $ 0.2 million and $ 1.3 million, respectively, to assets held for sale as the carrying value exceeded the fair value less estimated costs to sell.
−Removed: Assets held for sale at September 30, 2022 consisted of the following (in millions):
−Removed: September 30, 2022
−Removed: Land and buildings $ 3.0
−Removed: Other PP&E 2.1
−Removed: Assets held for sale $ 5.1
−Removed: Note 6 — Intangible Assets
+Added: Depreciation expense was $ 9.8 million and $ 11.4 million for the three months ended March 31, 2023 and 2022, respectively.
+Added: For the three months ended March 31, 2022, the Company reclassified $ 5.7 million of property and equipment to Assets held for sale.
+Added: Note 5 — Intangible Assets, Net
Definite lived intangible assets are comprised of the following (in millions):
Estimated Useful Life
−Removed: (years) September 30, 2022 December 31, 2021
+Added: (years) March 31, 2023 December 31, 2022
Customer relationships 10 - 18
2 unchanged sentences
Intangible assets, net $ 6.9 $ 7.1
−Removed: Amortization expense was $ 0.3 million and $ 0.1 million for the three months ended September 30, 2022 and 2021 respectively and $ 0.6 million and $ 0.5 million for the nine months ended September 30, 2022 and 2021.
+Added: Amortization expense was $ 0.2 million and $ 0.2 million for the three months ended March 31, 2023 and 2022 respectively.
Amortization expense for the future periods is expected to be as follows (in millions):
−Removed: For the twelve months ending September 30, Amount
+Added: For the twelve months ending March 31, Amount
Thereafter 3.4
1 unchanged sentence
Accrued expenses include the following (in millions):
−Removed: September 30, 2022 December 31, 2021
+Added: March 31, 2023 December 31, 2022
Accrued payables $ 11.4 $ 15.9
8 unchanged sentences
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.
−Removed: Lease costs and other information related to operating leases for the three and nine months ended September 30, 2022 and 2021, are as follows (in millions):
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2022 2021 2022 2021
+Added: Lease costs and other information related to operating leases for the three and three months ended March 31, 2023 and 2022, are as follows (in millions):
+Added: Three Months Ended March 31,
Short-term lease costs $ 5.3 $ 3.1
4 unchanged sentences
Aggregate future minimum lease payments under operating leases are as follows (in millions):
−Removed: For the twelve months ending September 30,
+Added: For the twelve months ending March 31,
Thereafter 0.2
6 unchanged sentences
The Company leases certain assets, primarily automobiles, under finance leases with terms that are generally three to five years .
−Removed: 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.
+Added: The assets and liabilities under finance leases are recorded at the lower of the present value of the minimum lease payments or the e 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 Condensed Consolidated Balance Sheets.
−Removed: Lease costs and other information related to finance leases for the three and nine months ended September 30, 2022 and 2021, are as follows (in millions):
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2022 2021 2022 2021
+Added: Lease costs and other information related to finance leases for the three months ended March 31, 2023 and 2022, are as follows (in millions):
+Added: Three Months Ended March 31,
Amortization of finance leases $ 0.8 $ 0.5
4 unchanged sentences
Aggregate future minimum lease payments under finance leases are as follows (in millions):
−Removed: For the twelve months ending September 30, Total
+Added: For the twelve months ending March 31, Total
Total future minimum lease payments 8.6
4 unchanged sentences
Note 8 — Other Financing Liabilities
−Removed: During the three and nine months ended September 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.
−Removed: 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.
−Removed: During the three and nine months ended September 30, 2021, the Company entered into an agreement to sell certain other fixed assets and subsequently leased back such assets.
−Removed: The Company received cash of $ 3.5 million to be paid over 18 to 60 months.
−Removed: These sales did not qualify for sale accounting, therefore these leases were classified as finance leases and no gain or loss was recorded.
+Added: The Company has sale, lease-back agreements for land and certain other fixed assets with terms that vary from eighteen months to thirteen years .
+Added: The sales did not qualify for sale accounting, therefore these leases were classified as finance leases and no gain or loss was recorded.
The net book value of the assets remained in Property and equipment, net and are depreciating over their original useful lives.
−Removed: As of September 30, 2022, aggregate future lease payments of the financing liabilities are as follows (in millions):
−Removed: For the twelve months ending September 30,
+Added: As of March 31, 2023, aggregate future lease payments of the financing liabilities are as follows (in millions):
+Added: For the twelve months ending March 31,
Thereafter 8.5
2 unchanged sentences
The aggregate carrying amounts, net of issuance costs, of the Company’s debt consists of the following (in millions):
−Removed: September 30, 2022 December 31, 2021
+Added: March 31, 2023 December 31, 2022
Eclipse Revolving Credit Facility $ — $ 1.4
Eclipse M&E Term Loan, net 9.6 10.4
−Removed: Eclipse Term Loan B — 11.9
Secured Promissory Note 5.6 6.1
6 unchanged sentences
Debt under the Eclipse Loan and Security Agreement is secured by a lien on substantially all of the Company’s assets.
−Removed: The Company was in compliance with the Eclipse Loan and Security Agreement covenants as of September 30, 2022.
+Added: The Company was in compliance with the Eclipse Loan and Security Agreement covenant by maintaining a fixed charge coverage ratio of greater than 1.0 as of March 31, 2023.
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 $ 65.0 million, among other things.
7 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.
−Removed: Under the Revolving Credit Facility, the total loan capacity was $ 57.0 million, which was based on a borrowing base certificate in effect as of September 30, 2022.
−Removed: The Company had outstanding borrowings of $ 24.9 million under the Revolving Credit Facility, leaving a residual $ 30.5 million available for borrowings as of September 30, 2022.
−Removed: 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 October 1, 2022.
−Removed: The weighted average interest rate for the loan was approximately 5.9 % for the nine months ended September 30, 2022.
−Removed: 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.
−Removed: Such fees will continue to be amortized through maturity and are included in Interest expense, net on the Condensed Consolidated Statement of Operations.
−Removed: Unamortized debt issuance costs as of September 30, 2022 were $ 1.4 million.
−Removed: On September 14, 2022, the Company issued a letter of credit in the amount of $ 1.6 million which was issued for insurance related purposes.
−Removed: The $ 1.6 million was drawn under the Company’s Revolving Credit Facility and thereby reduces the availability thereunder.
−Removed: The Letter of Credit bears an interest rate of 4.5 % per annum and is scheduled to mature in September 2023, however the terms of such Letter of Credit provide that it may be automatically extended without written consent of any of the parties thereto.
+Added: Under the Revolving Credit Facility, the total loan capacity was $ 55.6 million, which was based on a borrowing base certificate in effect as of March 31, 2023.
+Added: The Company did not have any borrowings under the Revolving Credit Facility and a $ 1.6 million Letter of Credit, leaving a residual $ 54.0 million available for borrowings as of March 31, 2023.
+Added: Borrowings under the Revolving Credit Facility bear interest at a rate per annum ranging from 4.5 % to 5 % in excess of SOFR and 3.5 % to 4 % in excess of the Base Rate, dependent on the fixed cost coverage ratio, through October 1, 2022.
+Added: The weighted average interest rate for the loan was approximately 8.9 % for the three months ended March 31, 2023.
M&E Term Loan Facility
Under the M&E Term Loan Facility, the Company had outstanding borrowings of $ 9.8 million where the monthly principal and interest installments commenced on March 1, 2022.
−Removed: 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.
−Removed: The weighted average interest rate for the M&E Term Loan was 9.0 % for the nine months ended September 30, 2022.
+Added: Borrowings under the M&E Term Loan Facility bear interest at a rate per annum equal to 8 % in excess of the SOFR Rate and 7 % in excess of the Base Rate.
+Added: The weighted average interest rate for the M&E Term Loan was 12.6 % for the three months ended March 31, 2023.
The M&E Term Loan Facility is scheduled to mature in September 2025.
Any principal amounts repaid may not be reborrowed.
−Removed: The Company capitalized fees of $ 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.
−Removed: Such fees will continue to be amortized through maturity and are included in Interest expense, net on the Condensed Consolidated Statement of Operations.
−Removed: Unamortized debt issuance costs as of September 30, 2022 were $ 0.2 million.
On October 1, 2021, Term Loan B was finalized in connection with the closing of the Basic Acquisition.
−Removed: 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.
+Added: Borrowings under Term Loan B bore interest at a rate per annum equal to 13 % in excess of the SOFR Rate and 11 % in excess of the Base Rate.
Term Loan B was scheduled to mature in September 2022.
The weighted average interest rate for Term Loan B was 12.4 % through the maturity date of August 16, 2022.
−Removed: On October 1, 2021, Term Loan B was drawn in full to repay borrowings under the Revolving Credit Facility as of September 30, 2022.
−Removed: Cash proceeds generated from the sale of Basic assets were utilized to make payments on Term Loan B and were not available to be reborrowed.
−Removed: The Company capitalized fees of $ 0.6 million associated with Term Loan B.
−Removed: On August 16, 2022, the outstanding balance of Term Loan B was terminated.
−Removed: At this time, the remaining balance of the loan was $ 0.3 million, which was paid utilizing funds from the Revolving Credit Facility.
−Removed: At the time of the termination, the Company had capitalized fees associated with Term Loan B of $ 0.1 million, which was charged to interest expense on the Condensed Consolidated Statement of Operations.
+Added: On August 16, 2022, the remaining balance of the loan was $ 0.3 million, which was paid utilizing funds from the Revolving Credit Facility.
Secured Promissory Note
−Removed: In connection with the PerfX Acquisition, on July 8, 2021, Bravo Wireline, LLC, a wholly owned subsidiary of Ranger, entered into a security agreement with Chief Investments, LLC, as administrative agent, for the financing of certain assets acquired.
+Added: On July 8, 2021, the Company acquired the assets of PerfX Wireline Services (“PerfX”), a provider of wireline services that operated in Williston, North Dakota and Midland, Texas.
+Added: In connection with the PerfX Acquisition, Bravo Wireline, LLC, a wholly owned subsidiary of Ranger, 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.
−Removed: As of September 30, 2022, the aggregate principal balance outstanding was $ 7.0 million.
+Added: As of March 31, 2023, the aggregate principal balance outstanding was $ 5.6 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.
Other Installment Purchases
−Removed: During the three and nine months ended September 30, 2021 reporting periods, 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.
−Removed: As of September 30, 2022, the aggregate principal balance outstanding under the Installment Agreements was $ 0.6 million and is payable ratably over 36 months from the time of each purchase.
+Added: 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.
+Added: As of March 31, 2023, the aggregate principal balance outstanding under the Installment Agreements was $ 0.4 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
−Removed: As of September 30, 2022, aggregate future principal payments of total debt are as follows (in millions):
−Removed: For the twelve months ending September 30, Total
+Added: As of March 31, 2023, aggregate future principal payments of total debt are as follows (in millions):
+Added: For the twelve months ending March 31, Total
Note 10 — Equity
−Removed: Series A Preferred Stock
−Removed: 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.
−Removed: The transaction closed on October 1, 2021 and during the nine months ended September 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.
−Removed: 001-699-039).
Equity-Based Compensation
4 unchanged sentences
The Company has granted RSAs, which generally vest in three equal annual installments beginning on the first anniversary date of the grant.
−Removed: During the three and nine months ended September 30, 2022, the Company granted approximately 67,400 and 484,600 RSAs, respectively, with an approximated aggregate value of $ 4.8 million.
−Removed: During the three and nine months ended September 30, 2021, the Company granted approximately 145,200 and 645,300 RSAs, respectively, with an aggregate value of $ 4.2 million.
−Removed: As of September 30, 2022, there was an aggregate $ 5.2 million of unrecognized expense related to restricted shares issued which is expected to be recognized over a weighted average period of 1.8 years.
+Added: During the three months ended March 31, 2022, the Company granted approximately 385,400 RSAs, with an approximated aggregate value of $ 4.2 million.
+Added: As of March 31, 2023, there was an aggregate $ 7.2 million of unrecognized expense related to restricted shares issued which is expected to be recognized over a weighted average period of 2.1 years.
Performance Stock Units
1 unchanged sentence
Generally, the performance stock units are subject to an approximated three-year performance period.
−Removed: During the nine months ended September 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.
−Removed: During the three and nine months ended September 30, 2021, the Company granted approximately 100,900 and 246,200 target shares, respectively, 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.
−Removed: As of September 30, 2022, there was an aggregate $ 1.4 million of unrecognized compensation cost related to performance stock units which are expected to be recognized over a weighted average period of 1.7 years.
+Added: During the three months ended March 31, 2023, the Company granted approximately 55,200 and 55,200 target shares of market-based performance stock units at a relative and absolute grant date fair value of approximately $ 15.71 and $ 13.12 per share, respectively.
+Added: Additionally, the Company granted approximately 27,600 and 27,600 target shares of market-based performance stock units with a specified floor price per share at a relative and absolute grant date fair value of approximately $ 15.22 and $ 10.85 per share, respectively.
+Added: Shares granted during the three months ended March 31, 2023 are expected to vest (if at all) following the completion of the applicable performance period on December 31, 2025.
+Added: As of March 31, 2023, there was an aggregate $ 3.2 million of unrecognized compensation cost related to performance stock units which are expected to be recognized over a weighted average period of 2.0 years.
+Added: Share Repurchases
+Added: On March 7, 2023, the Company announced a share repurchase program allowing the Company to purchase Class A Common Stock held by non-affiliates, not to exceed $ 35.0 million in aggregate value.
+Added: Share repurchases may take place from time to time on the open market or through privately negotiated transactions.
+Added: The duration of the share repurchase program is 36 months.
+Added: During the three months ended March 31, 2023, the Company repurchased 39,400 shares of the Company’s Class A Common Stock for an aggregate $ 0.4 million on the open market.
+Added: Warrant from PerfX Acquisition
+Added: The PerfX Acquisition purchase price included a warrant to acquire a 30 % ownership in the XConnect Business (“XConnect”), which expires on July 8, 2031.
+Added: XConnect is the manufacturer of a perforating gun system developed by the PerfX sellers alongside the PerfX wireline service business.
+Added: The warrant requires the Company to maintain a specific minimum level of purchases of XConnect’s manufactured products.
+Added: Should the Company fail to maintain the specified minimum level of purchases, a forfeiture event would occur;
+Added: however, the Company may elect to cure the forfeiture event through a cash payment to XConnect.
+Added: If the Company elects to not cure the forfeiture event, the ownership percentage would reduce to 15 %.
+Added: Upon the occurrence of a second uncured forfeiture event, the warrant is deemed to be cancelled.
+Added: The value of the warrant by the Company is negligible as of March 31, 2023.
+Added: The Company finalized the purchase price allocation in the fourth quarter of 2021.
Note 11 — Risk Concentrations
Customer Concentrations
−Removed: During the three and nine months ended September 30, 2022, Occidental Petroleum Corporation (“Oxy”) accounted for 11 % and 10 % of the Company’s consolidated revenues, respectively.
−Removed: As of September 30, 2022, approximately 15 % of the net accounts receivable balance was due from this customer.
−Removed: During the three months ended September 30, 2021, two customers, EOG Resources (“EOG”) and Pioneer Natural Resources (“Pioneer”), accounted for 16 % and 12 %, respectively, of the Company’s consolidated revenues.
−Removed: During the nine months ended September 30, 2021, three customers, EOG Resources, Pioneer, and Conoco Phillips accounted for 19 %, 11 % and 11 %, respectively, of the Company’s consolidated revenues.
−Removed: As of September 30, 2021, approximately 32 % of the net accounts receivable balance was due from these customers.
+Added: During the three months ended March 31, 2023, two customers each accounted for approximately 10 % of the Company’s consolidated revenue.
+Added: As of March 31, 2023, approximately 15 % of the net accounts receivable balance, in aggregate, was due from these two customers.
+Added: During the three months ended March 31, 2022, two customers accounted for approximately 11 % and 10 % each of the Company’s consolidated revenue.
+Added: As of March 31, 2022, approximately 27 % of the net accounts receivable balance, in aggregate, was due from these two customers.
Note 12 — Income Taxes
5 unchanged sentences
The effective U.S.
−Removed: federal income tax rate applicable to the Company for the nine months ended September 30, 2022 and 2021 was 11.6 % and ( 0.2 )%, respectively.
+Added: federal income tax rate, excluding the impact of discrete items, applicable to the Company for the three months ended March 31, 2023 and 2022 was 24.0 % and 22.5 %, respectively.
The Company is subject to the Texas Margin Tax, which 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.
3 unchanged sentences
Given the availability and timing of such ownership information and the underlying analysis required to evaluate such changes, 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.
−Removed: As a result of the initial public offering and subsequent reorganization, and incurred losses, the Company recorded a deferred tax asset.
−Removed: However, a valuation allowance (“VA”) has been recorded to reduce the Company’s net deferred tax assets to an amount that is more likely than not to be realized.
+Added: A valuation allowance (“VA”) has been recorded to reduce the Company’s net deferred tax assets to an amount that is more likely than not to be realized.
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.
−Removed: Total income tax expense for the three months ended September 30, 2022 and 2021 differed from amounts computed by applying the U.S.
−Removed: 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.
+Added: Total income tax expense for the three months ended March 31, 2023 and 2022 differed from amounts computed by applying the U.S.
+Added: 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 permanently non-deductible expenses, state income taxes and certain discreet tax benefits recognized during the three months ended March 31, 2023.
The Company is subject to the following material taxing jurisdictions:
the United States and Texas.
−Removed: As of September 30, 2022, the Company has no current tax years under audit.
+Added: As of March 31, 2023, 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 2022.
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.
−Removed: Therefore, as of September 30, 2022, the Company had not established any reserves for, nor recorded any unrecognized benefits related to, uncertain tax positions.
−Removed: 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.
−Removed: There have been no material tax impacts to the Condensed Consolidated Financial Statements as it relates to COVID-19 measures.
−Removed: However, the Company has deferred payroll tax payments of $ 1.1 million as of September 30, 2022 and such amounts are included in Accrued expenses on the Condensed Consolidated Balance Sheet.
−Removed: The Company will continue to monitor additional guidance issued by the U.S.
−Removed: Treasury Department, the Internal Revenue Service and others.
+Added: Therefore, as of March 31, 2023, the Company had not established any reserves for, nor recorded any unrecognized benefits related to, uncertain tax positions.
In August 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA 2022”) (Public Law Number 117-169) into law.
3 unchanged sentences
The numerator and denominator used to compute earnings or loss per share were as follows (in millions, except share and per share data):
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2022 2021 2022 2021
+Added: Three Months Ended March 31,
Income (loss) (numerator):
11 unchanged sentences
Diluted income (loss) per share $ 0.25 $ ( 0.31 )
−Removed: During the three and nine months ended September 30, 2022, the Company excluded 0.1 million of equity-based awards in calculating diluted income per share, as the effect was anti-dilutive.
−Removed: During the three and nine months ended September 30, 2021, the Company excluded 1.1 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.
+Added: During the three months ended March 31, 2022, the Company excluded 0.7 million of equity-based awards and 6.0 million shares of Series A Preferred Stock issuable upon an effective registration statement in calculating diluted loss per share, as the effect was anti-dilutive.
Note 14 — Commitments and Contingencies
17 unchanged sentences
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.
−Removed: Certain segment information as of September 30, 2022 and December 31, 2021 and for the three and nine months ended September 30, 2022 and 2021 is as follows (in millions):
+Added: Certain segment information for the three months ended March 31, 2023 and 2022 is as follows (in millions):
High Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total
−Removed: Three Months Ended September 30, 2022
−Removed: Revenues $ 79.7 $ 60.6 $ 36.7 $ — $ 177.0
−Removed: Cost of services 62.7 49.2 26.2 — 138.1
−Removed: General and administrative — — — 11.0 11.0
−Removed: Depreciation and amortization 6.3 2.8 1.3 0.4 10.8
−Removed: Impairment of fixed assets — — — 0.2 0.2
−Removed: (Gain) loss on sale of assets — — — ( 1.1 ) ( 1.1 )
−Removed: Operating income (loss) 10.7 8.6 9.2 ( 10.5 ) 18.0
−Removed: Interest expense, net — — — 1.8 1.8
−Removed: Income tax expense (benefit) — — — 3.4 3.4
−Removed: Gain on bargain purchase — — — ( 0.8 ) ( 0.8 )
−Removed: Net income (loss) $ 10.7 $ 8.6 $ 9.2 $ ( 14.9 ) $ 13.6
−Removed: Capital expenditures $ 2.8 $ 0.4 $ 2.0 $ — $ 5.2
−Removed: Nine Months Ended September 30, 2022
−Removed: Revenues $ 220.6 $ 148.7 $ 84.9 $ — $ 454.2
+Added: Three Months Ended March 31, 2023
+Added: Revenue $ 77.5 $ 49.9 $ 30.1 $ — $ 157.5
Cost of services 60.1 45.7 25.1 — 130.9
−Removed: General and administrative — — — 32.4 32.4
Depreciation and amortization 5.5 2.4 1.6 0.5 10.0
−Removed: Impairment of fixed assets — — — 1.3 1.3
−Removed: (Gain) loss on sale of assets — — — — —
Operating income (loss) 11.9 1.8 3.4 ( 7.9 ) 9.2
−Removed: Interest expense, net — — — 5.7 5.7
−Removed: Income tax expense (benefit) — — — 1.0 1.0
−Removed: Gain on bargain purchase — — — ( 3.6 ) ( 3.6 )
Net income (loss) $ 11.9 $ 1.8 $ 3.4 $ ( 10.9 ) $ 6.2
Capital expenditures $ 2.1 $ 1.3 $ 4.3 $ — $ 7.7
−Removed: As of September 30, 2022
−Removed: Accounts receivable, net $ 49.0 $ 29.7 $ 16.3 $ — $ 95.0
−Removed: Property and equipment, net $ 128.8 $ 34.4 $ 45.7 $ 17.3 $ 226.2
−Removed: Total assets $ 227.3 $ 77.3 $ 79.6 $ 24.0 $ 408.2
High Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total
−Removed: Three Months Ended September 30, 2021
−Removed: Revenues $ 29.9 $ 45.4 $ 6.4 $ — $ 81.7
−Removed: Cost of services 25.1 44.0 4.9 — 74.0
−Removed: General and administrative — — — 7.1 7.1
−Removed: Depreciation and amortization 4.1 2.7 1.5 0.4 8.7
−Removed: Operating income (loss) 0.7 ( 1.3 ) — ( 7.5 ) ( 8.1 )
−Removed: Interest expense, net — — — 1.2 1.2
−Removed: Income tax expense (benefit) — — — ( 0.2 ) ( 0.2 )
−Removed: Net income (loss) $ 0.7 $ ( 1.3 ) $ — $ ( 8.5 ) $ ( 9.1 )
−Removed: Capital expenditures $ 2.2 $ 0.6 $ 0.2 $ — $ 3.0
−Removed: Nine Months Ended September 30, 2021
−Removed: Revenues $ 80.6 $ 73.1 $ 16.3 $ — $ 170.0
+Added: Three Months Ended March 31, 2022
+Added: Revenue $ 64.9 $ 38.6 $ 20.1 $ — $ 123.6
Cost of services 50.8 40.4 16.8 — 108.0
−Removed: General and administrative — — — 16.7 16.7
Depreciation and amortization 6.4 2.7 2.0 0.5 11.6
Operating income (loss) 7.7 ( 4.5 ) 1.3 ( 9.7 ) ( 5.2 )
−Removed: Interest expense, net — — — 2.5 2.5
−Removed: Income tax expense (benefit) — — — 0.1 0.1
Net income (loss) $ 7.7 $ ( 4.5 ) $ 1.3 $ ( 10.2 ) $ ( 5.7 )
Capital expenditures $ 1.2 $ 0.9 $ 0.3 $ — $ 2.4
−Removed: As of December 31, 2021
−Removed: Accounts receivable, net $ 40.9 $ 26.8 $ 13.1 $ — $ 80.8
−Removed: Property and equipment, net $ 155.0 $ 41.5 $ 48.9 $ 25.2 $ 270.6
−Removed: Total assets $ 219.1 $ 76.4 $ 69.4 $ 28.2 $ 393.1
+Added: Note 16 — Subsequent Events
+Added: The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to April 30, 2023.
+Added: Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.
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.