What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-04 compared with 2024-03-05 · 126 added, 122 removed, 246 unchanged (50% of the section changed)

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These statements include certain risks and uncertainties.

Please read “Cautionary Statement Regarding Forward‑Looking Statements” and he risk factors described under “Part I, Item 1A.-Risk Factors” for more details.

Please read “Cautionary Statement Regarding Forward‑Looking Statements” and the risk factors described under “Part I, Item 1A.-Risk Factors” for more details.

2024 Business Update

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We provide an extensive range of well site services to leading U.S.

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

E&P companies that are fundamental to establishing, maintaining and enhancing the flow of oil and natural gas throughout the productive life of a well.

Additionally, we serve to assist our customers in decommissioning wells at the end of their economic life.

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We operate in most of the active oil and natural gas basins in the United States, including the Permian Basin, Denver-Julesburg Basin, Bakken Shale, Eagle Ford Shale, Haynesville Shale, Gulf Coast, South Central Oklahoma Oil Province and Sooner Trend Anadarko Basin Canadian and Kingfisher Counties plays.

As the Company looks forward in 2024, we expect business opportunities to remain steady as both the U.S.

and global economy continues to show resilience and we further expect our financial results to show slight improvement year over year.

The International Energy Agency stated that global oil demand is expected to increase by a moderate 1.2 million barrels per day in 2024 as compared to growth of 2.3 million barrels during 2023.

Prevailing views anticipate that North and South America production increases will meet this increase in demand keeping the market in balance.

With supply and demand to remain in balance, commodity price stability is expected to continue and is expected to be approximately $82 per barrel during 2024.

As the Company looks ahead to 2025, we anticipate steady business opportunities as both the U.S.

and global economies continue to demonstrate resilience.

We further expect our financial results to show slight year-over-year improvement.

According to the International Energy Agency, global oil demand is projected to increase by 1.1 million barrels per day in 2025, compared to demand growth of 1.2 million barrels per day in 2024.

As we are a production-focused business with solely domestic operations, we have also considered the U.S.

Energy Information Administration’s estimate that daily crude oil production in the United States is expected to increase to 13.5 million barrels per day, up from 13.2 million barrels per day in 2024.

It is anticipated by the International Energy Agency that OPEC+ will begin increasing production in 2025, while demand is expected to remain relatively muted.

With supply and demand remaining imbalanced, downward pressure on prices is forecasted by both the International Energy Agency and the U.S.

Energy Information Administration, with oil prices expected to average approximately $74 per barrel during 2025 as compared to $81 per barrel in 2024.

While we do not have significant gas market exposure, we expect some tailwinds in gas markets as being potentially beneficial to our business as the U.S.

Energy Information Administration forecasts natural gas spot prices of $3.10 per million BTU and U.S.

LNG exports of 14 billion cubic feet per day in 2025, compared to 2024 actual figures of $2.10 and 12 billion cubic feet, respectively.

Acquisitions and Integrations

During 2021, 2022 and 2023, the Company has placed significant focus on acquiring and integrating assets and associated operations, described below, into current business processes.

During 2021, 2022, 2023 and 2024, the Company placed significant focus on acquiring and integrating assets and associated operations, described below, into current business processes.

Through these acquisitions and their subsequent integrations, Ranger has continued to refine its business strategies and processes to focus on the performance of the Company and anticipates that acquisitions will continue to play a key role in the business going forward.

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Purchased assets included well servicing rigs, fishing and rental assets, coiled tubing units, and rolling stock assets required to support the operating assets as well as certain real property.

Separately, during 2021, the Company made two additional acquisitions of wireline service providers that operated through Permian, Denver-Julesburg and Powder River Basins and Bakken Shale basins.

Separately, during 2021, the Company made two additional acquisitions of wireline service providers that operated throughout the Permian, Denver-Julesburg and Powder River Basins and the Bakken Shale.

These acquisitions significantly expanded the scale and scope of the existing wireline business.

During 2023, the Company complemented the earlier acquisitions with the purchase of certain pumping assets and associated equipment to continue to bolster its wireline segment capabilities and remains active in the pursuit of accretive opportunities during 2024.

During 2023, the Company complemented the earlier acquisitions with the purchase of certain pumping assets and associated equipment to continue to bolster its wireline segment capabilities.

While no deals were completed in 2024, we remained active in the pursuit of accretive opportunities and will continue to do so during 2025.

Internal Controls and Procedures

We and our independent registered public accounting firm identified material weaknesses in our internal control over financial reporting as of December 31, 2022.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the guidelines established in the Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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How We Evaluate Our Operations

We provide services within the United States that are organized into three reporting segments, which include:

We provide services within the United States that are organized into three reporting segments:

High Specification Rigs, Wireline Services, and Processing Solutions and Ancillary Services, which are described below.

The reportable segments have been categorized based on the nature of services provided within each line of business.

Our service offerings consist of well completion support, workover, well maintenance, wireline, other complementary services, as well as installation, commissioning and operating of modular equipment, which are conducted in three reportable segments, as follows:

Our service offerings consist of well completion support, workover, well maintenance, wireline, other complementary services, as well as well installation, commissioning and operating of modular equipment, which are conducted in three reportable segments, as follows:

• High Specification Rigs.

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Provides complimentary services often utilized in conjunction with our High Specification Rigs and Wireline Services segments.

The services primarily include equipment rentals, coil tubing, plug and abandonment, snubbing and processing solutions.

Other represents costs not allocable to the reporting segments and includes corporate general and administrative expense and depreciation of corporate furniture and fixtures, amortization, impairments, debt retirements and other items similar in nature.

The services primarily include equipment rentals, coil tubing, plug and abandonment, and processing solutions.

Other represents costs not allocable to the reporting segments and includes corporate general and administrative expenses and depreciation of corporate furniture and fixtures, amortization, impairments, debt retirements and other items similar in nature.

Financial Metrics

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Rig hours and stage counts, as it relates to our High Specification Rigs and Wireline Services segments, respectively, are important indicators of our activity levels and profitability.

Rig hours represent the aggregate number of hours that our well service rigs actively worked, whereas stage counts represent the number of completed stages during the periods presented for the completion service line within our Wireline Services segment.

Generally, during the period our services are being provided, our customers are billed on an hourly basis for our high specification rig services or, as it relates to our wireline services, they are billed on an hourly basis for our high specification rigs services.

As it relates to our wireline services, services are billed upon the completion of the well, on a monthly basis, or on a per job basis.

Rig hours represent the aggregate number of hours that our well service rigs actively worked.

Stage counts represent the number of completed stages during the periods presented for the completion service line within our Wireline Services segment.

Generally, during the period our services are being provided, our customers are billed on an hourly basis for our high specification rig services or, as it relates to our wireline services, customers are billed upon the completion of the well, on a monthly basis, or on a per job basis.

The rates for which the customer is billed is generally predetermined based upon a contractual agreement.

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Cost of Services.

Our primary costs associated with our cost of services are related to personnel expenses, repairs and maintenance of our fixed assets and, additionally, as it relates to our Wireline Services segment, perforating and gun costs.

The primary costs associated with our cost of services are related to personnel expenses and repairs and maintenance of our fixed assets.

A significant portion of these expenses are variable, and therefore typically managed based on industry conditions and demand for our services.

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A substantial portion of our labor costs is attributable to our field crews and is partly variable based on the requirements of specific customers.

A key component of personnel costs relates to the ongoing training of our employees, which improves safety rates and reduces attrition.

General & Administrative.

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We analyze our operating income or loss by segment, which we have defined as revenue less cost of services and depreciation expense.

We believe this is a key financial metric as it provides insight on profitability and operational performance based on the historical cost basis of our assets.

While we believe this is a key financial metric as it provides insight on profitability and operational performance based on the historical cost basis of our assets.

Adjusted EBITDA

We view Adjusted EBITDA, which is a non‑GAAP financial measure, as an important indicator of performance.

We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity‑based compensation, acquisition‑related and severance costs, gain or loss on disposal of assets, significant and unusual legal fees and settlements, and other non‑cash and certain other items that we do not view as indicative of our ongoing performance.

See “—Results of Operations” and “—Note Regarding Non‑GAAP Financial Measure” for more information and reconciliations of net income (loss) to Adjusted EBITDA, the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the United States (“U.S.

The CODM primarily uses Adjusted EBITDA to assess segment profitability and make resource allocation decisions.

We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity‑based compensation, loss on debt retirement, gain or loss on disposal of property and equipment, acquisition‑related costs, severance and reorganization costs, significant and unusual legal fees and settlements, impairment of fixed assets, and certain other non‑cash and certain other items that we do not view as indicative of our ongoing performance.

See “—Results of Operations” and “—Note Regarding Non‑GAAP Financial Measure” for more information and reconciliations of net

income (loss) to Adjusted EBITDA, the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the United States (“U.S.

Results of Operations

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The following is an analysis of our operating results.

See “—How We Evaluate Our Operations” for definitions of rig hours, stage counts and other analogous information, as well as key operating metrics.

See “—How We Evaluate Our Operations” for definitions of rig hours, stage counts and other analogous information, as well as key operating metrics (in millions).

Year Ended December 31, Variance

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Operating income 28.6 36.9 (8.3) (22) %

Other (income) expenses

Other expenses

Interest expense, net 2.6 3.5 (0.9) (26) %

Loss on debt retirement — 2.4 (2.4) (100) %

Gain on bargain purchase, net of tax — (3.6) 3.6 (100) %

Total other (income) expenses 5.9 3.7 2.2 59 %

Total other expenses 2.6 5.9 (3.3) (56) %

Income before income tax expense 26.0 31.0 (5.0) (16) %

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Net income $ 18.4 $ 23.8 $ (5.4) (23) %

Revenue increased $28.1 million, or 5%, to $636.6 million for the year ended December 31, 2023 from $608.5 million for the year ended December 31, 2022.

Revenue decreased $65.5 million, or 10%, to $571.1 million for the year ended December 31, 2024 from $636.6 million for the year ended December 31, 2023.

The change in revenue by segment was as follows:

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High Specification Rig revenue increased $22.8 million, or 7%, to $336.1 million for the year ended December 31, 2024 from $313.3 million for the year ended December 31, 2023.

The increased rig services revenue included an average per rig hour increase of 12% to $703 compared to $625 for the year ended December 31, 2022.

Total rig hours decreased 5% to 446,000 for the year ended December 31, 2023 from 469,000 for the year ended December 31, 2022.

The increase in revenue included an increase in average revenue per rig hour by 5% to $736 from $703 for the year ended December 31, 2023, coupled by a corresponding 2% increase in total rig hours to 456,900 for the year ended December 31, 2024 from 446,000 for the year ended December 31, 2023.

Wireline Services.

Wireline Services revenue increased $2.1 million, or 1%, to $199.1 million for the year ended December 31, 2023 from $197.0 million for the year ended December 31, 2022.

The increased wireline services revenue was primarily attributable to the pump down and production services which accounted for $5.6 million and $5.4 million of the segment increase, respectively.

The increase in revenue in production and pump down service lines was offset by a decrease in completion services which accounted for $8.9 million of the segment revenue decrease and included an 18% decrease in completed stage count to 25,600 for the year ended December 31, 2023 from 31,400 for the year ended December 31, 2022.

This decrease in completion services was due to the Company's decision to close the completions service line in the South and shift activity from completions work to production.

Wireline Services revenue decreased $88.9 million, or 45%, to $110.2 million for the year ended December 31, 2024 from $199.1 million for the year ended December 31, 2023.

The decrease in wireline services revenue was attributable to reductions in the completions service line totaling $90.9 million illustrated by a 63% decrease in completed stage count to 9,400 from 25,600 in the prior year.

This decrease in completion services and stage count corresponds with lower operational activity as the Company adjusted its service mix in response to market conditions.

Wireline pump down experienced decreases year over year in revenue of $2.4 million that were driven by pricing reductions as a consequence of increased competition from frac providers.

These declines were offset by wireline production service

revenue, which increased year over year by $4.4 million reflecting increased operational activity and an intentional management decision to pivot to production related work.

Processing Solutions and Ancillary Services.

Processing Solutions and Ancillary Services revenue increased $5.9 million, or 5%, to $124.2 million for the year ended December 31, 2023 from $118.3 million for the year ended December 31, 2022.

The increase in processing solutions and ancillary services revenue is primarily attributable to our plugging and

abandonment, coil tubing and logistics services which accounted for $7.0 million, $4.1 million, and $1.3 million of the segment increase, respectively.

This was offset by a decrease in our rentals and snubbing services which accounted for $4.6 million and $2.3 million of the segment decrease, respectively.

Processing Solutions and Ancillary Services revenue increased $0.6 million, to $124.8 million for the year ended December 31, 2024 from $124.2 million for the year ended December 31, 2023.

The increase reflects higher activity in other Ancillary Services lines with revenue growth in our rentals, plugging and abandonment, and logistics service lines of $5.5 million, $1.1 million, and $1.1 million, respectively.

Our Torrent gas processing business has continued to expand, generating $8.5 million in revenue for the year ended December 31, 2024, compared to $5.0 million for the year ended December 31, 2023, an increase of $3.5 million.

These increases were partially offset by declines in our coil tubing and snubbing services, which decreased by $4.5 million and $2.3 million, respectively.

Cost of services (exclusive of depreciation and amortization).

Cost of services (exclusive of depreciation and amortization) increased $27.8 million, or 6%, to $531.7 million for the year ended December 31, 2023 from $503.9 million for the year ended December 31, 2022.

Cost of services (exclusive of depreciation and amortization) decreased $58.9 million, or 11%, to $472.8 million for the year ended December 31, 2024 from $531.7 million for the year ended December 31, 2023.

As a percentage of revenue, cost of services was approximately 83% and 84% for the years ended December 31, 2024 and 2023, respectively.

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High Specification Rig cost of services increased $17.9 million, or 7%, to $267.1 million for the year ended December 31, 2024 from $249.2 million for the year ended December 31, 2023.

The increase was primarily attributable to an increase in variable expenses, notably employee-related labor costs, travel costs, and repair and maintenance costs of $10.6 million, $3.7 million and $2.4 million, respectively.

As a percentage of revenue, cost of services increased 1% from the prior year, mostly due to an increase in medical costs of $1.9 million.

The increased costs largely correspond with the increase in revenues as inflationary pressures on costs continued during the year.

The increase was primarily attributable to an increase in variable expenses, notably employee-related labor, repair and maintenance, and travel costs of $11.4 million, $3.2 million and $2.6 million, respectively.

As a percentage of High Specification Rigs Services revenue, cost of services improved from 80% for the year ended December 31, 2023 to 79% for the year ended December 31, 2024.

Wireline Services.

Wireline Services cost of services increased $2.3 million, or 1%, to $180.7 million for the year ended December 31, 2023 from $178.4 million for the year ended December 31, 2022.

The increase was primarily attributable to the production and pump down service lines which accounted for $7.0 million and $5.3 million of the segment increase, respectively.

Costs in these service lines were affected by increasing operational activity, inflationary pressures and investments in growing in select basins.

These cost increases were offset by a decrease in completion services costs of $10.2 million as the Company reorganized this service line during the year to focus on more profitable service lines.

The Company incurred $1.7 million in related severance and reorganization costs and an $0.8 million increase in medical costs.

As a percentage of revenue, cost of services remained flat from the prior year.

Across service lines, employee-related labor costs increased most significantly by $1.1 million.

Wireline Services cost of services decreased $73.4 million, or 41%, to $107.3 million for the year ended December 31, 2024 from $180.7 million for the year ended December 31, 2023.

The decrease is primarily attributable to a decrease in costs from the completion services lines by approximately $82.4 million as the Company reorganized this service line in response to lower operation activity.

As a percentage of Wireline Services revenue, cost of services increased from 91% for the year ended December 31, 2023 to 97% for the year ended December 31, 2024 primarily due to declining operating leverage due to lower activity levels.

The decrease in completion service line costs was offset by an increase in costs from the production service line to drive expanding activity levels.

Processing Solutions and Ancillary Services.

Processing Solutions and Ancillary Services cost of services increased $9.0 million, or 10%, to $101.8 million for the year ended December 31, 2023 from $92.8 million for the year ended December 31, 2022.

The increase in processing solutions and ancillary services is primarily attributable to our plugging and abandonment, coil tubing and logistics services which accounted for $7.7 million, $3.9 million and $0.9 million of the segment increase, respectively.

Cost increases in this segment were driven by increasing operational activity, inflationary pressures and growth initiatives.

Processing Solutions and Ancillary Services cost of services decreased $3.4 million, or 3%, to $98.4 million for the year ended December 31, 2024 from $101.8 million for the year ended December 31, 2023.

The decrease is primarily attributable to decreased employee labor, repair and maintenance, travel, and fuel costs which amounted to $2.9 million, $1.6 million, $1.5 million and $0.9 million in cost reductions, respectively.

As a percentage of Processing Solutions and Ancillary Services revenue, cost of services improved from 82% for the year ended December 31, 2023 to 79% for the year ended December 31, 2024 due to service line mix with increased activity in higher margin service lines offset by reductions in services lines that historically carried higher cost levels.

General and Administrative.

General and administrative expenses decreased $1.7 million, or 6%, to $27.8 million for the year ended December 31, 2024 from $29.5 million for the year ended December 31, 2023.

The decrease in general and administrative expenses is primarily due to decreases in acquisition and integration related costs in legal, accounting, and professional fees and other integration related matters of $5.3 million.

This is slightly offset by an increase in compensation expense due to the build out of internal capabilities.

The decrease in general and administrative expenses is primarily due to lower personnel costs and professional fees relative to the year ended December 31, 2023.

Depreciation and Amortization.

Depreciation and amortization decreased $4.5 million, or 10%, to $39.9 million for the year ended December 31, 2023 from $44.4 million for the year ended December 31, 2022.

The decrease was largely attributable to fixed assets disposed of during the year ended December 31, 2023.

Impairment of Fixed Assets.

Impairment of fixed assets for the year ended December 31, 2023 decreased $0.9 million, or 69%, to $0.4 million from $1.3 million for the year ended December 31, 2022.

The decrease was attributable impairment recognized on a property during the year ended December 31, 2022, which was greater than the impairments recognized during the year ended December 31, 2023.

Depreciation and amortization increased $4.2 million, or 11%, to $44.1 million for the year ended December 31, 2024 from $39.9 million for the year ended December 31, 2023.

The increase was largely attributable to capital expenditures during the year ended December 31, 2024.

Interest Expense, net.

Net interest expense decreased $0.9 million, or 26%, to $2.6 million for the year ended December 31, 2024 from $3.5 million for the year ended December 31, 2023.

The decrease in net interest expense was attributable the decreased principal balances on the debt instruments offset by increases in interest rates across certain instruments.

The decrease in net interest expense was attributable to the decreased levels of borrowings year over year in conjunction with refinancings completed during the second quarter of 2023 resulting in lower borrowing costs.

Income Tax Expense.

Income tax expense increased $0.4 million, or 6%, to $7.6 million for the year ended December 31, 2024 from $7.2 million for the year ended December 31, 2023.

The increase in income tax expense was attributable to the increased operational activity during the year ended December 31, 2023.

Net income for the year ended December 31, 2023 increased $8.7 million, or 58%, to $23.8 million from $15.1 million for the year ended December 31, 2022.

Net income for the year ended December 31, 2022 was impacted by expenses related to the Basic Acquisition and lower operating activity and profitability.

The increase in income tax expense resulted from a one-time discreet benefit recorded during the year ended December 31, 2023.

Net income for the year ended December 31, 2024 decreased $5.4 million, or 23%, to $18.4 million from $23.8 million for the year ended December 31, 2023.

The decrease in net income was primarily driven by reduced activity in Wireline Services segment.

Note Regarding Non‑GAAP Financial Measure

Adjusted EBITDA is not a financial measure determined in accordance with generally accepted accounting principles in the United States (“U.S.

We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity‑based compensation, gain on disposal of assets, significant and unusual legal fees and settlements legal fees and settlements, and other non-cash and certain other items that we do not view as indicative of our ongoing performance.

Adjusted EBITDA is not a financial measure determined in accordance with U.S.

We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity‑based compensation, loss on debt retirement, gain or loss on disposal of property and equipment, acquisition related costs, severance and reorganization costs, significant and unusual legal fees and settlements, impairment of fixed assets, and certain other non-cash and certain other items that we do not view as indicative of our ongoing performance.

We believe Adjusted EBITDA is a useful performance measure because it allows for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure.

We exclude the items listed above from net income in arriving at Adjusted EBITDA because these amounts can vary substantially within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired.

Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income determined in accordance with U.S.

We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA because these amounts can vary substantially within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired.

Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income (loss) determined in accordance with U.S.

Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDA.

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Our computations of Adjusted EBITDA may not be identical to other similarly titled measures of other companies.

The following table presents reconciliations of net income to Adjusted EBITDA, our most directly comparable financial measure calculated and presented in accordance with U.S.

The following table presents reconciliations of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with U.S.

The Year Ended December 31, 2024 compared to The Year Ended December 31, 2023

The following is an analysis of our Adjusted EBITDA.

Financial Information—Note 15—Segment Reporting” and “—Results of Operations” for further details (in millions).

See “Part II, Item 8.

Financial Statements and Supplementary Data—Note 16—Segment Reporting” and “—Results of Operations” for further details (in millions).

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

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Equity based compensation — — — 5.8 5.8

Loss on retirement of debt — — — 2.4 2.4

Gain on disposal of property and equipment — — — (2.2) (2.2)

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Acquisition related costs 0.4 — — 0.1 0.5

Impairment of fixed assets — — — — — 0.4 0.4

Legal fees and settlements 0.2 — — 0.1 0.3

Adjusted EBITDA $ 70.5 $ 3.5 $ 26.6 $ (21.7) $ 78.9

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Equity based compensation — — — 4.8 4.8

Loss on retirement of debt — — — 2.4 2.4

Gain on disposal of property and equipment — — — (1.8) (1.8)

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Acquisition related costs — — — 2.1 2.1

Legal fees and settlements — — — 1.5 1.5

Impairment of fixed assets — — — 0.4 0.4

Gain on bargain purchase, net of tax — — — (3.6) (3.6)

Adjusted EBITDA $ 64.1 $ 20.1 $ 22.4 $ (22.2) $ 84.4

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Impairment of fixed assets — — — (0.4) (0.4)

Gain on bargain purchase, net of tax — — — 3.6 3.6

Adjusted EBITDA $ 6.4 $ (16.6) $ 4.2 $ 0.5 $ (5.5)

Adjusted EBITDA for the year ended December 31, 2023 increased $4.9 million to $84.4 million from $79.5 million for the year ended December 31, 2022.

Adjusted EBITDA for the year ended December 31, 2024 decreased $5.5 million to $78.9 million from $84.4 million for the year ended December 31, 2023.

The change by segment was as follows:

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Wireline Services.

Wireline Services Adjusted EBITDA increased $1.5 million to $20.1 million from $18.6 million due to a strategic decision to close the completions service line in the South U.S.

and, as a result of this closure, $1.7 million was added back to Adjusted EBITDA for associated closure costs.

Wireline Services Adjusted EBITDA decreased $16.6 million to $3.5 million from $20.1 million primarily due to significant decreases in operating activity within the completions service line and higher costs relative to revenues in production and pump down service lines.

Processing Solutions and Ancillary Services.

Processing Solutions and Ancillary Services Adjusted EBITDA decreased $3.1 million to $22.4 million from $25.5 million due to an increase in cost of services of $9.0 million, driven by increasing operational activity, partially offset by an increase in revenue of $5.9 million.

Other Adjusted EBITDA improved $2.9 million for the year ended December 31, 2023 to a loss of $22.2 million from a loss of $25.1 million due to decreased general and administrative expenses, which was related to elevated acquisition and integration costs in legal, accounting and professional fees in the latter half of the prior year.

included in Other reflect other general and administrative costs, which are not directly attributable to High Specification Rigs, Wireline Services or Processing Solutions and Ancillary Services.

Processing Solutions and Ancillary Services Adjusted EBITDA increased $4.2 million to $26.6 million from $22.4 million due to an increase in revenue of $0.6 million coupled with a decrease in cost of services of $3.4 million, driven by increasing operational activity and increased contribution from higher margin service lines.

Other Adjusted EBITDA improved $0.5 million for the year ended December 31, 2024 to a loss of $21.7 million from a loss of $22.2 million.

The balances included in Other reflect other general and administrative costs, which are not directly attributable to High Specification Rigs, Wireline Services or Processing Solutions and Ancillary Services.

The year over year reduction is attributable to certain reduced personnel costs and professional fees.

Liquidity and Capital Resources

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As of December 31, 2024, we had total liquidity of $112.1 million, consisting of $40.9 million of cash on hand and availability under our Wells Fargo Revolving Credit Facility of $71.2 million.

Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $72.6 million, net of zero borrowings and $3.2 million in Letters of Credit open under the facility.

This compares to the Company’s available borrowings under the Eclipse Business Capital LLC (“EBC”) Revolving Credit Facility of $57.3 million as of December 31, 2022, with the increased liquidity related to reduced debt, new debt instruments and increased operating activity.

Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $75.0 million, net of no borrowings and $3.8 million in Letters of Credit open under the facility.

This compares to the Company’s available borrowings under the Wells Fargo Revolving Credit Facility of $72.6 million as of December 31, 2023.

We strive to maintain financial flexibility and proactively monitor potential capital sources to meet our investment and target liquidity requirements that permit us to manage the cyclicality associated with our business.

We currently expect to have sufficient funds to meet the Company’s short and long term liquidity requirements and comply with our covenants of our debt agreements.

We currently expect to have sufficient funds to meet the Company’s short and long-term liquidity requirements and comply with the covenants of our debt agreements.

For further details, see “— Debt Agreements.”

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Net cash provided by operating activities $ 84.5 $ 90.8 $ (6.3) (7) %

Net cash provided by (used in) investing activities (29.7) 11.3 (41.0) (363) %

Net cash used in investing activities (31.1) (29.7) (1.4) (5) %

Net cash used in financing activities (28.2) (49.1) 20.9 43 %

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Operating Activities

Net cash flows from operating activities increased $46.3 million to $90.8 million for the year ended December 31, 2023 compared to $44.5 million for the year ended December 31, 2022.

The change in cash flows provided by operating activities is attributable to increased operational activity and efficiencies.

Cash provided by working capital increased to $12.9 million for the year ended December 31, 2023 from cash used of $19.1 million for the year ended December 31, 2022 which was largely due to increased cash receipts on outstanding accounts receivable.

Net cash flows from operating activities decreased $6.3 million to $84.5 million for the year ended December 31, 2024 compared to $90.8 million for the year ended December 31, 2023.

The change in cash flows from operating activities is primarily attributable to the change in working capital which decreased to $7.6 million for the year ended December 31, 2024 from $12.9 million for the year ended December 31, 2023 which was largely due to a decrease in contract assets and accounts payable balances, offset by collections of accounts receivable.

Investing Activities

Net cash flows from investing activities decreased $41.0 million to cash used of $29.7 million for the year ended December 31, 2023 compared to cash generated of $11.3 million for the year ended December 31, 2022.

When comparing the year ended December 31, 2023 to the year ended December 31, 2022, the change in cash flows used by investing activities can be attributed to significant asset sales during the former period, whereas the latter period involved cash outlay for purchases including the acquisition of certain pumping assets for consideration of $7.3 million as well as certain capital upgrades to place those assets into service estimated at $2 million once complete.

Net cash flows used in investing activities increased $1.4 million to $31.1 million for the year ended December 31, 2024 compared to $29.7 million for the year ended December 31, 2023.

The change in cash flows from investing activities is largely attributable to slight increases in fixed asset additions that took place during the year ended December 31, 2024 and less proceeds from asset disposals relative to those that occurred during the year ended December 31, 2023.

Financing Activities

Net cash flows used in financing activities decreased $20.9 million, or 43%, to cash used of $28.2 million for the year ended December 31, 2024 compared $49.1 million for the year ended December 31, 2023.

The change in cash flow is attributable to the utilization of cash generated from operations to pay debt outstanding and initiate a share repurchase program.

During the year ended December 31, 2023 the Company paid $2.5 million, net to the Credit Facility, $10.4 million to retire Term Loan A, $19.3 million, net of tax to repurchase Class A Common Stock, and $2.4 million in cash dividends to Class A Common Stock stockholders.

For the year ended December 31, 2024, cash used in financing activities was primarily allocated to the repurchase of Class A Common Stock totaling $15.5 million, compared to $19.3 million in the prior year (see Part II, Item 8.

Financial Statements and Supplementary Data — Note 10 — Equity).

Additionally, the Company consolidated its debt and repaid the prior EBC Revolving Credit Facility, M&E Term Loan Facility, and the secured promissory note with borrowings from the new Wells Fargo Revolving Credit Facility (see —Debt Agreements, below, and Part II, Item 8.

Financial Statements and Supplementary Data — Note 9 — Debt).

These repayments, totaling $19.1 million, reflect the Company’s ability to pay down debt in 2023 with proceeds generated from operating activities.

Supplemental Cash Flow Disclosures

During the year ended December 31, 2024, the Company added fixed assets of $8.6 million and $4.6 million primarily related to finance leased assets and asset trades, respectively, across all operating segments.

Additionally, the Company paid approximately $1.4 million in interest related to debt and finance leased assets.

This compares to $10.0 million and $1.1 million primarily related to finance leased assets and asset trades, respectively, for the year ended December 31, 2023.

Additionally, the Company paid approximately $2.0 million in interest related to debt and finance leased assets during 2024, compared to $1.4 million during 2023.

Working Capital

Our working capital, which we define as total current assets less total current liabilities, was $78.7 million and $66.4 million as of December 31, 2024 and 2023, respectively.

Increasing cash balances coupled with efforts to pay down debt, contributed most significantly to the working capital increase year over year.

Increasing cash balances contributed most significantly to the working capital increase year over year.

Debt Agreements

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Credit Agreement

On May 31, 2023, the Company entered into a Credit Agreement with Wells Fargo Bank, N.A., providing the Company with a secured credit facility (“Wells Fargo Revolving Credit Facility”) in an aggregate principal amount of up to $75.0 million.

On May 31, 2023, the Company entered into a Credit Agreement with Wells Fargo Bank, N.A., providing the Company with the Wells Fargo Revolving Credit Facility in an aggregate principal amount of up to $75.0 million.

Debt under the Credit Agreement is secured by a lien on substantially all of the Company’s assets.

The Company was in compliance with the Credit Agreement covenant by maintaining a fixed charge coverage ratio of greater than 1.0 as of December 31, 2023.

In addition, on September 25, 2023, the Company entered into an agreement with Wells Fargo Bank, N.A.

The Company was in compliance with the Credit Agreement covenant by maintaining a fixed charge coverage ratio (“FCCR”) of greater than 1.0 as of December 31, 2024, which is applicable only under certain borrowing levels.

The Company has up to $5.0 million available under the Wells Fargo Revolving Credit Facility for letters of credit, subject to assignment.

At loan origination, the Company had a Letter of Credit in the amount of $1.6 million, to be utilized for working capital and general corporate purposes, as needed.

On September 25, 2023, the Company entered into an agreement with Wells Fargo Bank, N.A.

which designated an additional Letter of Credit in the amount of $1.6 million as part of incremental collateral requirements for the Company’s 2024 insurance renewal.

This line of credit falls under the Wells Fargo Revolving Credit Facility aggregate principal amount and matures on September 25, 2024.

The initial maturity date was September 25, 2024, with provisions for automatic annual renewal related to the same insurance policy.

On September 25, 2024, the amount of the Letter of Credit was increased to $2.1 million as part of incremental collateral requirements for the Company’s 2025 insurance renewal, with a new maturity date of September 25, 2025.

The interest rate for this Letter of Credit was approximately 1.8% for the month ended December 31, 2024.

The Wells Fargo Revolving Credit Facility was drawn in part on May 31, 2023, to repay the Revolving Credit Facility, M&E Term Loan Facility, and the Secured Promissory Note.

The Wells Fargo Revolving Credit Facility was drawn in part on May 31, 2023, to repay the prior EBC Revolving Credit Facility, M&E Term Loan Facility, and the secured promissory note.

The undrawn portion of the Wells Fargo Revolving Credit Facility is available to fund working capital and other general corporate expenses and for other permitted uses, including the financing of permitted investments and restricted payments, such as dividends and share repurchases.

The Wells Fargo Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable less certain reserves.

The Wells Fargo Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable and unbilled revenue less certain reserves.

The Company’s eligible accounts receivable serve as collateral for the borrowings under the Wells Fargo Revolving Credit Facility, which is scheduled to mature on May 31, 2028.

The Wells Fargo Revolving Credit Facility includes an acceleration clause and cash dominion provisions under certain circumstances that permits the administrative agent to sweep cash daily from certain bank accounts into an account of the administrative agent to repay the Company’s obligations under the Wells Fargo Revolving Credit Facility.

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

The Wells Fargo Revolving Credit Facility includes an acceleration clause and cash dominion provisions which under certain circumstances permits the administrative agent to sweep cash daily from certain bank accounts into an account of the administrative agent to repay the Company’s obligations under the Wells Fargo Revolving Credit Facility.

The borrowings of the Wells Fargo Revolving Credit Facility, therefore, are classified as Long-term debt, current portion on the Consolidated Balance Sheet.

Under the Wells Fargo Revolving Credit Facility, the total loan capacity is $75.0 million, which is based on a borrowing base certificate in effect as of December 31, 2024.

The Company did not have any borrowings under the Wells Fargo Revolving Credit Facility.

The Company does have a $3.2 million in Letters of Credit open under the facility, leaving a residual $69.4 million available for borrowings as of December 31, 2023.

Borrowings under the Revolving Credit Facility bear interest at a rate per annum ranging from 1.75% to 2.25% in excess of SOFR and 0.75% to 1.25% in excess of the Base Rate, dependent on the average excess availability.

On June 17, 2024, the Company entered into the First Amendment to the Wells Fargo Revolving Credit Facility, which allows for a percentage of unbilled revenue to be included in the calculation of the borrowing base.

The Company did not have any borrowings under the Wells Fargo Revolving Credit Facility as of December 31, 2024.

The Company does have $3.8 million in Letters of Credit open under the facility, leaving a residual $71.2 million available for borrowings as of December 31, 2024.

Borrowings under the Wells Fargo Revolving Credit Facility bear interest at a rate per annum ranging from 1.75% to 2.25% in excess of SOFR and 0.75% to 1.25% in excess of the Base Rate, dependent on the average excess availability.

The weighted average interest rate for the loan was approximately 7.2% for the year ended December 31, 2024.

Eclipse Loan and Security Agreement

On September 27, 2021, the Company entered into a loan and security agreement with Eclipse Business Capital LLC (“EBC”) and Eclipse Business Capital SPV, LLC, as administrative agent providing the Company with a senior secured credit facility in an aggregate principal amount of $77.5 million (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”).

On May 31, 2023, the Company extinguished the Eclipse Revolving Credit Facility and Eclipse M&E Term Loan Facility, paying the remaining principal amount of $10.4 million associated with the Eclipse M&E Term Loan Facility for the five months ended May 31, 2023.

Of this amount, $8.4 million was outstanding at the time of debt extinguishment, and repaid utilizing funds from the Wells Fargo Revolving Credit Facility.

On September 27, 2021, the Company entered into a loan and security agreement with Eclipse Business Capital LLC (“EBC”) and Eclipse Business Capital SPV, LLC, as administrative agent providing the Company with a senior secured credit facility in an aggregate principal amount of $77.5 million, consisting of (i) a revolving credit facility in an aggregate principal amount of up to $50.0 million (the “EBC Revolving Credit Facility”), (ii) a machinery and equipment term loan facility in an aggregate principal amount of up to $12.5 million (the “M&E Term Loan Facility”) and (iii) a term loan B facility in an aggregate principal amount of up to $15.0 million (the “Term Loan B Facility”).

On August 16, 2022, the Company fully repaid the Term Loan B Facility and M&E Term Loan Facility, making principal payments totaling $12.4 million and $1.5 million, respectively.

On May 31, 2023, the Company extinguished the Eclipse Revolving Credit Facility and Eclipse M&E Term Loan Facility, paying the remaining principal amount of $8.4 million to extinguish the debt, using

funds from the Wells Fargo Revolving Credit Facility.

The Company recognized a loss on the retirement of debt of $2.4 million in connection with the initiation of the Wells Fargo Revolving Credit Facility.

For the nine months ended September 30, 2022, the Company made principal payments totaling $12.4 million towards the Eclipse Term Loan B Facility, which was fully repaid on August 16, 2022, and $1.5 million towards the Eclipse M&E Term Loan Facility.

Secured Promissory Note

On July 8, 2021, the Company acquired the assets of PerfX Wireline Services (“PerfX”), a provider of wireline services that operated in Williston, North Dakota and Midland, Texas.

In connection with the PerfX acquisition, Bravo Wireline, LLC, a wholly owned subsidiary of Ranger, entered into a security agreement with Chief Investments, LLC, as administrative agent, for the financing of certain assets acquired.

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

For the five months ended May 31, 2023, the Company made principal payments to the Secured Promissory Note totaling $6.2 million, of which $5.4 million was related to the debt extinguishment and was repaid utilizing funds from the Wells Fargo Revolving Credit Facility.

In connection with the PerfX acquisition, Bravo Wireline, LLC, a wholly owned subsidiary of Ranger, entered into a secured promissory note with Chief Investments, LLC, as administrative agent, for the financing of certain assets acquired.

On May 31, 2023, the Company made principal payments totaling $5.4 million to extinguish the debt, using funds from the Wells Fargo Revolving Credit Facility.

Other Installment Purchases

During the year ended December 31, 2021, the Company entered into various Installment and Security Agreements (collectively, the “Installment Agreements”) in connection with the purchase of certain ancillary equipment, where such assets are being held as collateral.

As of December 31, 2023, the aggregate principal balance outstanding under the Installment Agreements was $0.1 million and is payable ratably over 36 months from the time of each purchase.

For the year ended December 31, 2023, the Company paid down the Installment Agreements by $0.4 million.

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.

During the years ended December 31, 2024 and 2023, the Company paid down the Installment Agreements by $0.1 million and $0.4 million, respectively.

As of the year ended December 31, 2024, the Company had fully paid the Installment Agreements.

Capital Returns Program

On March 7, 2023, the Company announced a share repurchase program authorizing the Company to purchase up to $35 million of Class A Common Stock that can be utilized for up to 36 months.

Additionally, the Board of Directors announced an intention to initiate a quarterly dividend of $0.05 per share.

The Board of Directors approved the initiation of the quarterly dividend, the first of which became payable on September 8, 2023 to all stockholders of record as of August 18, 2023.

Additionally, the Board of Directors declared a second quarterly cash dividend of $0.05 per share payable December 1, 2023 to all stockholders of record as of November 13, 2023.

On March 7, 2023, the Company announced a share repurchase program authorizing the Company to purchase up to $35 million of Class A Common Stock that could be utilized for up to 36 months.

On March 4, 2024, the Company announced that its Board of Directors approved for additional share repurchases of $50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value.

In 2023, the Board of Directors approved the initiation a quarterly dividend of $0.05 per share.

The Company believes that a share repurchase and dividend framework provides the best overall value creation potential for investors.

On March 4, 2024, the Company announced that its Board of Directors approved for a new share repurchase program authorization not to exceed $50.0 million in aggregate value that can be utilized for up to 36 months.

The Company paid dividend distributions totaling $4.5 million and $2.4 million to stockholders for the year ended December 31, 2024 and 2023, respectively.

The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.

Critical Accounting Estimates and Policies

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Accounting for our property and equipment requires us to estimate the expected useful lives of our fleet and related equipment and any related salvage value.

The range of estimated useful lives is based on overall size and specifications of the fleet, expected utilization along with continuous repairs and maintenance that may or may not extend the estimated useful lives.

To the extent the expenditures extends the expected useful life, these expenditures are capitalized and depreciated over the extended useful life.

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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.

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.

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.

Equity‑Based Compensation

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Recent Accounting Pronouncements

For information regarding new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements, please refer to Recent Accounting Pronouncements included in “Item 8.

Financial Statements and Supplementary Data—Note 2 — Summary of Significant Accounting Policies”

5 unchanged sentences

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

What changed 10-K

Item 7. Management’s Discussion and Analysis