What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-03-04 compared with 2024-03-05 · 179 added, 189 removed, 638 unchanged (37% of the section changed)

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PCAOB ID # 248 )

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (BDO USA, P.C.;

Houston, Texas;

PCAOB ID #243 )

CONSOLIDATED BALANCE SHEETS

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Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Ranger Energy Services, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023, the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Ranger Energy Services, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the two years ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 4, 2025 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Section 382 Ownership Change

As described further in Note 12 to the consolidated financial statements, the Company concluded an ownership change occurred during the year as defined by Section 382 of the Internal Revenue Code of 1986 (“Section 382”).

Upon the occurrence of a Section 382 ownership change, there are limitations on the utilization of certain net operating loss carryforwards.

We identified the conclusion that an ownership change occurred under Section 382 as a critical audit matter.

The principal consideration for our determination that the conclusion that an ownership change occurring under Section 382 is a critical audit matter is that there are significant judgments required by management in interpreting and applying Section

382 to determine whether an ownership change has occurred.

This determination required challenging and complex auditor judgment and the need to involve tax specialists when performing audit procedures to evaluate management’s conclusion.

Our audit procedures related to the critical audit matter included the following, among others:

• We tested the effectiveness of controls over the review of the analysis and conclusion related to the Company’s determination of whether a change in ownership occurred under Section 382.

• We tested the mathematical accuracy of the calculations in management’s analysis.

• With the assistance of our tax specialists, we evaluated the Company’s analysis of whether a change in ownership occurred, including management’s process for interpreting Section 382.

/s/ Grant Thornton, LLP

We have served as the Company’s auditor since 2023.

Houston, Texas

March 5, 2024

Report of Independent Registered Public Accounting Firm

To the Board of Directors and the Stockholders of

Ranger Energy Services, Inc.

Houston, Texas

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Ranger Energy Services, Inc.

(the “Company”) as of December 31, 2022, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022, and the results of its operations and its cash flows for the year then ended , in conformity with accounting principles generally accepted in the United States of America.

Change in accounting principle

As discussed in Note 2 to the consolidated financial statements, the Company has adopted new accounting guidance in 2024 related to the disclosure of segment information in accordance with ASU 2023-07, Segment Reporting (Topic 280).

The adoption was retrospectively applied to 2023.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provide a reasonable basis for our opinion.

/s/ BDO USA, LLP

We served as the Company’s auditor from 2016 to 2022.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Grant Thornton, LLP

We have served as the Company’s auditor since 2023.

Houston, Texas

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Other financing liability 10.3 11.0

Long-term debt, net — 11.6

Deferred tax liability 18.2 11.3

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Operating income 28.6 36.9

Other (income) expenses

Other expenses

Interest expense, net 2.6 3.5

Loss on debt retirement — 2.4

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

Total other (income) expenses 5.9 3.7

Total other expenses 2.6 5.9

Income before income tax expense 26.0 31.0

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Quantity Amount

Series A Preferred Stock

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

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

Balance, end of year — — $ — $ —

Shares, Class A Common Stock

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Shares withheld for taxes on equity transactions ( 161,368 ) ( 93,309 ) — —

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

Issuance in connection with acquisitions — 100,000 — —

Balance, end of year 26,130,574 25,756,017 $ 0.3 $ 0.3

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Impairment of fixed assets — 0.4

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

Deferred income tax expense 6.9 6.6

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Proceeds from disposal of property and equipment 3.0 6.8

Purchase of businesses, net of cash received — 0.8

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

Net cash used in investing activities ( 31.1 ) ( 29.7 )

Cash Flows from Financing Activities

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Principal payments on Eclipse M&E Term Loan Facility — ( 10.4 )

Principal payments under Eclipse Term Loan B Facility — ( 12.4 )

Deferred financing costs ( 0.7 ) —

Principal payments on Secured Promissory Note — ( 6.2 )

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Principal payments on other financing liabilities ( 0.6 ) ( 0.8 )

Shares withheld on equity transactions ( 1.0 ) ( 1.2 )

Shares withheld for equity compensation ( 1.8 ) ( 1.0 )

Dividends paid to Class A Common Stock stockholders ( 4.5 ) ( 2.4 )

Repurchase of Class A Common Stock ( 15.5 ) ( 19.3 )

Deferred financing costs on Wells Fargo Revolving Credit Facility — ( 0.7 )

Net cash used in financing activities ( 28.2 ) ( 49.1 )

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• Wireline Services .

Provides services necessary to bring and maintain a well on production and consists of our wireline completion, wireline production and pump down lines of business.

Provides services necessary to bring and maintain a well on production and consists of our completion, production and pump down lines.

• Processing Solutions and Ancillary Services .

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

These services include equipment rentals, plug and abandonment, logistics, snubbing and coil tubing, and processing solutions.

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

These services include equipment rentals, plug and abandonment, logistics, coil tubing, and processing solutions.

The Company’s operations take place in most of the active oil and natural gas basins in the U.S., including the Permian Basin, Denver-Julesburg Basin, Bakken Shale, Eagle Ford Shale, Haynesville, Gulf Coast, South Central Oklahoma Oil Province and Sooner Trend, Anadarko Basin, and Canadian and Kingfisher Counties plays.

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All intercompany balances and transactions have been eliminated.

We have made a certain reclassification to our prior period operating activities amount where Gain on disposal of property and equipment has been itemized separately from Other expense, net for year-over-year comparability purposes.

This reclassification does not have an impact on our consolidated operating results, cash flows or financial position.

Use of Estimates

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Such factors include growth and composition of accounts receivable, the relationship of the allowance for credit losses to accounts receivable and current economic conditions.

The allowance for credit losses was $ 3.8 million and $ 3.0 million for the years ended December 31, 2023 and 2022, respectively.

Bad debt expense recorded for the years ended December 31, 2023 and 2022 was $ 0.9 million and $ 0.2 million, respectively.

The balance of allowance for credit losses was $ 1.2 million and $ 3.8 million for the years ended December 31, 2024 and 2023, respectively.

The allowance for credit losses recorded for the years ended December 31, 2024 and 2023 was $ 0.2 million and $ 0.9 million, respectively.

Balance at Beginning of Year Charged to Operations Written Off Balance at End of Year

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The operating leases are included in Short-term lease liability and Long-term lease liability in the Consolidated Balance Sheets.

Lease costs associated with our yards and field

offices are included in Cost of Services and our executive offices are included in General and Administrative expenses in the Consolidated Statements of Operations.

Lease costs associated with our yards and field offices are included in Cost of Services and our executive offices are included in General and Administrative expenses in the Consolidated Statements of Operations.

Finance Leases

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The services of each segment are based on mutually agreed upon pricing with the customer prior to the services being performed and, given the nature of the services, do not include any warranty or right of return.

Pricing for services are offered at hourly or daily rates, where the rates are, in part, determined by when services are performed and the nature of the specific

job, with consideration for the extent of equipment, labor and consumables needed.

Pricing for services are offered at hourly or daily rates, where the rates are, in part, determined by when services are performed and the nature of the specific job, with consideration for the extent of equipment, labor and consumables needed.

Accordingly, the agreed-upon pricing is considered to be variable consideration.

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The Company will periodically incur costs to fulfill contracts with customers and will defer such costs over the earlier of 12 months or the estimated number of months in which they are expected to be consumed.

The deferred costs are included within Prepaid assets on the Consolidated Balance Sheets as of December 31, 2023 and 2022.

The deferred costs are included within Prepaid expenses on the Consolidated Balance Sheets as of December 31, 2024 and 2023.

During the years ended December 31, 2024 and 2023, the Company recognized deferred expenses of $ 2.0 million and $ 0.8 million, respectively.

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The ultimate realization of the deferred tax assets depends on the generation of sufficient taxable income.

As the Company continues to experience increasing profits and no longer has a trailing 3-year cumulative taxable loss, we currently believe that it is more likely than not to fully utilize all deferred tax assets including those associated with the net operating loss carry-forward.

As the Company continues to experience increasing profits and no longer has a trailing 3-year cumulative taxable loss, we currently believe that it is more likely than not that we will fully utilize all deferred tax assets including those associated with the net operating loss carry-forward.

Accordingly, the Company released all valuation allowances of $ 1.7 million previously recorded resulting in a discrete tax benefit for the year ended December 31, 2023.

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The Consolidated Financial Statements reflect various equity-based compensation awards granted by Ranger Inc.

These awards include restricted stock awards and performance stock units.

The Company recognizes compensation expense related to equity-based awards based on the estimated fair value of the awards on the date of grant.

The fair value of the equity-based awards on the grant date is generally recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards.

The fair value of the restricted stock awards are estimated using the market price of the Company’s shares on the grant date.

These awards include restricted stock awards, restricted stock units, restricted cash units, and performance-based restricted stock units.

The Company recognizes compensation expense related to equity-based awards based on the estimated fair value

of the awards on the date of grant.

The fair value of the restricted stock awards and restricted stock units are estimated using the market price of the Company’s shares on the grant date.

The fair value of the performance stock units are estimated using an option pricing model that includes certain assumptions, such as volatility, dividend yield and the risk-free interest rate.

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Recently adopted accounting standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses, which replaces the incurred loss impairment methodology to reflect expected credit losses.

The amendment requires the measurement of all expected credit losses for financial assets held at the reporting date to be performed based on historical experience, current conditions and reasonable and supportable forecasts.

ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2022.

The Company adopted this standard on January 1, 2023.

This adoption did not have a material impact on the Company’s Consolidated Financial Statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for accounting contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met.

The amendments apply only to contracts, hedging relationships and other transactions that reference the London Interbank Offering Rate (“LIBOR”) or another reference rate expected to be discontinued due to the reference rate reform.

ASU 2020-04 became effective as of March 12, 2020 and can be applied through December 31, 2022, recently amended by ASU 2022-06 which has delayed the application date through December 31, 2024.

On September 23, 2022, the Company entered into the Fourth Amendment to the Loan and Security Agreement (the Eclipse Loan and Security Agreement, as amended through and including the Fourth Amendment, the “Amended Loan Agreement”) with Eclipse Business Capital LLC (“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.

On May 31, 2023, the Company entered into a Credit Agreement with Wells Fargo, NA.

with SOFR as the reference rate for interest on borrowings.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued Accounting Standards Update No.

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Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.

We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

The Company adopted this standard on December 31, 2024 within “Part II, Item 8.

Financial Statements and Supplementary Data—Note 16 — Segment Reporting.”

In December 2023, the FASB issued Accounting Standards Update No.

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ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted.

The Company adopted this standard on a prospective basis on December 31, 2024 within “Part II, Item 8.

Financial Statements and Supplementary Data—Note 12 — Income Taxes.”

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update No.

2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses” (“ASU 2024-03”).

The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory;

employee compensation;

and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements.

We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

Note 3 — Assets Held for Sale

Assets held for sale include the net book value of assets the Company plans to sell within the next 12 months and are related to excess assets acquired from the Basic Energy Services, In.

(“Basic”) acquisition.

Assets held for sale include the net book value of assets the Company plans to sell within the next 12 months and are primarily related to excess non-working assets.

Long-lived assets that meet the held for sale criteria are held for sale and reported at the lower of their carrying value or fair value less estimated costs to sell.

As of December 31, 2023, the Company classified $ 0.6 million of land and buildings within our High Specification Rigs segment as held for sale as they are being actively marketed.

For the year ended December 31, 2023, the Company recognized a gain on assets previously classified as held for sale of $ 1.9 million and recognized a loss on the sale of assets previously held in Property and equipment, net of $ 0.1 million, which nets to the $ 1.8 million gain on sale of assets on the Consolidated Statements of Operations.

As of December 31, 2024, the Company classified $ 0.8 million of rigs within our High Specification Rigs segment as held for sale as they are being actively marketed.

For the year ended December 31, 2023, the Company classified $ 0.6 million of land and buildings within our High Specification Rigs segment as held for sale as they were being actively marketed.

As of December 31, 2024, the Company had sold this land and buildings and recognized a gain on the sale of $ 0.2 million, which is included in the Gain on sale of assets on the Consolidated Statements of Operations.

For the years ended December 31, 2024 and 2023, the Company recognized a gain on sale of assets of $ 2.2 million and $ 1.8 million, respectively, which is shown on the Consolidated Statements of Operations.

Note 4 — Property and Equipment, Net

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The consideration paid is similar to the fair value of the assets acquired and the Company allocated the consideration paid to each of the assets following the cost accumulation model.

As of December 31, 2023, eight of the fifteen acquired pumps are in service.

As of December 31, 2023, all acquired assets are classified as construction in progress.

The Company is completing repairs on these assets prior to transfer to depreciable fixed asset accounts.

Depreciation expense was $ 43.4 million and $ 39.2 million for the years ended December 31, 2024 and 2023, respectively.

For the year ended December 31, 2022, the Company modified the estimated useful life of high specification rigs from 20 years to 15 years and determined the impact on depreciation was immaterial.

The Company had assets under finance leases of $ 15.2 million and $ 12.4 million for the years ended December 31, 2024 and 2023, respectively.

1 unchanged sentence

Impairment expense on fixed assets consists of non-cash impairment charges relating to long-lived assets.

Impairments are determined using management’s judgment about our anticipated ability to continue to use fixed assets in-service and under development, current economic and market conditions and their effects based on information available as of the date of these unaudited interim condensed financial statements.

During the years ended December 31, 2023 and 2022, the Company recognized a fixed assets impairment charge of $ 0.4 million and $ 1.3 million, respectively, to reduce the carrying value of the property to estimated net realizable value.

During the year ended December 31, 2023, the Company recognized a fixed assets impairment charge of $ 0.4 million to reduce the carrying value of the property to estimated net realizable value.

Note 5 — Intangible Assets, Net

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The finance leases are included in Property and equipment, net, Short-term lease liability and Long-term lease liability in the Consolidated Balance Sheets.

Lease costs and other information related to finance leases are as follows (in millions):

As of December 31, 2024, lease costs and other information related to finance leases are as follows (in millions):

Years Ended December 31,

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Weighted average discount rate 6.5 % 5.8 %

As of December 31, 2023, aggregate future minimum lease payments under finance leases are as follows (in millions):

As of the December 31, 2024, aggregate future minimum lease payments under finance leases are as follows (in millions):

For the years ending December 31, 2024

Total future minimum lease payments 17.3

amount representing interest ( 1.9 )

amount representing interest and fees ( 2.2 )

Present value of future minimum lease payments 15.1

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

As of the year ended December 31, 2023, aggregate future lease payments of the financing liabilities are as follows (in millions):

As of the December 31, 2024, aggregate future lease payments of the financing liabilities are as follows (in millions):

For the twelve months ending December 31, Total

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Wells Fargo Revolving Credit Facility $ — $ —

Eclipse Revolving Credit Facility $ — $ 1.4

Eclipse M&E Term Loan, net — 10.4

EBC Revolving Credit Facility $ — $ —

M&E Term Loan Facility, net — —

Secured Promissory Note — —

5 unchanged sentences

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 a secured, revolving credit facility (“Wells Fargo Revolving Credit Facility”) in an aggregate principal amount of up to $ 75.0 million.

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

The Company was in compliance with the Credit Agreement covenant by maintaining a fixed charge coverage ratio 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, each as described below.

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

The Wells Fargo Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable 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 permit the administrative agent to sweep cash daily from certain bank accounts into an account of the administrative agent to repay the Company’s obligations under the Wells Fargo Revolving Credit Facility.

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

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

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

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

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

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

Borrowings under the 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.

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

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

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

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

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, 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.

Debt Obligations and Scheduled Maturities

As of December 31, 2023, the $ 0.1 million aggregate future principal repayments of total debt is scheduled to mature in 2024.

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

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

Note 10 — Equity

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Equity Based Compensation

The Company has a Long-Term Incentive Plan (“LTIP”) for executives, employees, consultants and non-employee directors, under which awards can be granted in the form of stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units, performance awards, dividend equivalents, other stock-based awards, cash awards and substitute awards.

The Company has a Long-Term Incentive Plan (“LTIP”) for executives, employees, consultants and non-employee directors, under which awards can be granted in the form of stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), restricted cash units (“RCUs”), performance-based restricted stock units (“PSUs”), dividend equivalents, other stock-based awards, cash awards and substitute awards.

Subject to adjustment in accordance with the terms of the LTIP, 3,850,000 shares of Class A Common Stock have been reserved for issuance pursuant to awards under the LTIP.

Class A Common Stock withheld to satisfy exercise prices or tax withholding obligations will be available for delivery pursuant to other awards.

The LTIP will be administered by the Board or an alternative committee appointed by the Board.

The LTIP will be administered by the Board of Directors or an alternative committee appointed by the Board of Directors.

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

The aggregate fair value of RSAs granted during the years ended December 31, 2024 and 2023 was $ 3.9 million and $ 4.7 million, respectively.

As of December 31, 2023, there was an aggregate of $ 4.0 million of unrecognized expense related to RSAs issued, which are expected to be recognized over a weighted average period of 1.5 years.

As of December 31, 2024, there was an aggregate of $ 4.4 million of unrecognized expense related to RSAs issued, which is expected to be recognized over a weighted average period of 1.6 years.

The following table summarizes the unvested activity for RSAs during the years ended December 31, 2024 and 2023:

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Unvested at December 31, 2024 674,126 $ 10.48 1.6 years

Performance Stock Units (“PSUs”)

The Company has granted RSUs to certain non-employee directors, which cliff vest on the first anniversary date of the grant.

During the year ended December 31, 2024, the Company granted approximately 47,300 RSUs, with an approximated aggregate value of $ 0.5 million.

As of December 31, 2024, there was an aggregate $ 0.3 million of unrecognized expense related to restricted shares issued which is expected to be recognized over a weighted average period of 0.6 years.

The Company has granted RCUs to certain non-employee directors, which cliff vest on the first anniversary date of the grant.

During the year ended December 31, 2024, the Company granted approximately 16,400 .

RCUs, which are cash-settled with the value of each vested RCU equal to the closing price per share of our Common Stock on the vesting date.

The Company determined that RCUs are in-substance liabilities accounted for as liability instruments in accordance with ASC 718, Compensation—Stock Compensation, due to this cash settlement feature.

RCUs are remeasured based on the closing price per share of the Company’s Common Stock at the end of each reporting period.

As of December 31, 2024, the liability associated with unvested RCUs was $ 0.1 million, which is included in Accrued expenses in the Consolidated Balance Sheets.

The Company has granted performance awards to certain key employees, in the form of PSUs, which are earned based on the achievement of certain market factors and performance targets at the discretion of the Board of Directors.

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Achievement with respect to the absolute TSR criteria is based on a measurement of the Company’s stock price growth during the measurement period.

The PSUs that were granted during the years ended December 31, 2023 and 2022 will cliff vest, subject to the achievement of applicable performance criteria and certification by the Board of Directors, on March 15, 2024, December 31, 2024 and December 31, 2025, respectively.

The PSUs that were granted during the years ended December 31, 2024 and 2023 will cliff vest, subject to the achievement of applicable performance criteria and certification by the Board of Directors, on December 31, 2025 and December 31, 2026, respectively.

As of December 31, 2024, there was an aggregate of $ 2.4 million of unrecognized compensation cost related to PSUs.

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Granted 87,176 $ 15.08 85,573 $ 12.08

Forfeited ( 35,777 ) ( 35,776 )

Vested ( 11,659 ) ( 10,056 )

Unvested at December 31, 2022 101,704 101,705

Unvested at December 31, 2023 177,221 $ 13.17 1.2 years 177,222 $ 10.81 1.2 years

Granted 139,607 $ 11.48 2.0 years 151,305 $ 9.68 2.0 years

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On March 7, 2023, the Company announced a share repurchase program allowing the Company to purchase Class A Common Stock held by non-affiliates, not to exceed $ 35.0 million in aggregate value.

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

Share repurchases may take place in any transaction form as allowable by the Securities and Exchange Commission.

Approval of the program by the Board of Directors of the Company is specific for the next 36 months.

During the year ended December 31, 2023, the Company repurchased 1,806,000 shares of the Company’s Class A Common Stock for an aggregate $ 19.3 million, net of tax on the open market.

Approval of the program by the Board of Directors of the Company is valid for 36 months after the approval date, allowing the Company to utilize the expanded $ 50 million of approved capacity through March 4, 2027.

During the years ended December 31, 2024 and 2023, the Company repurchased 1,520,300 and 1,805,500 , respectively, of the Company’s Class A Common Stock for an aggregate $ 15.5 million and $ 19.3 million, net of tax on the open market.

Since the inception of the repurchase plan announced on March 7, 2023, an accumulated 3,325,800 shares of Class A Common Stock were purchased for a total of $ 34.8 million, net of tax as of December 31, 2024.

The Company has accrued stock repurchase excise tax of $ 0.1 million for the year ended December 31, 2024.

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.

Share repurchases may take place in any transaction form as allowable by the Securities and Exchange Commission.

Approval of the program by the Board of Directors of the Company is specific for the next 36 months.

On August 7, 2023, the Company’s Board of Directors declared a cash dividend of $ 0.05 per share of Class A Common Stock.

On September 8, 2023, the Company paid dividend distributions totaling $ 1.2 million to stockholders of record as of the close of business on August 18, 2023.

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

On October 31, 2023, the Company’s Board of Directors declared a cash dividend of $ 0.05 per share of Class A Common Stock.

On December 1, 2023, the Company paid dividend distributions totaling $ 1.2 million to stockholders of record as of the close of business on November 13, 2023.

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

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

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

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XConnect is the manufacturer of a perforating gun system developed by the PerfX sellers alongside the PerfX wireline service business.

The warrant requires the Company to maintain a specific minimum level of purchases of XConnect’s manufactured products.

Should the Company fail to maintain the specified minimum level of purchases, a forfeiture event would occur;

however, the Company may elect to cure the forfeiture event through a cash payment to XConnect.

If the Company elects to not cure the forfeiture event, the ownership percentage would reduce to 15 %.

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

The value of the warrant by the Company is negligible as of December 31, 2023.

The warrant required the Company to maintain a specific minimum level of purchases of XConnect’s manufactured products.

As of June 30, 2024, the Company did not maintain the specified minimum level of purchases, resulting in a forfeiture event.

The Company elected not to cure the forfeiture event leading to a reduction in the ownership percentage to 15 %.

During the latter half of 2024, the Company continued to fall below the minimum level of purchases required, which resulted in a second forfeiture event.

The Company elected not to pay a penalty to cure the second forfeiture event and, as a result, the Warrant was cancelled effective November 28, 2024.

The Company considered the value of the warrant at the time of its cancellation to be negligible.

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

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Customer Concentrations

During the year ended December 31, 2023, two customers, accounted for approximately 10 % each of the Company’s consolidated revenue.

During the year ended December 31, 2024, four customers accounted for approximately 22 %, 13 %, 13 % and 11 %, respectively, of the Company’s consolidated revenue.

These customers contributed 43 % of the revenue for high specification rigs, 8 % for wireline services, and 8 % for processing solutions and ancillary services.

As of December 31, 2024, approximately 61 % of the consolidated accounts receivable balance was due from these customers.

For the year ended December 31, 2022, one customer accounted for approximately 10 % of the Company’s consolidated revenue.

As of December 31, 2022, approximately 9 % of the consolidated accounts receivable balance, in aggregate, was due from this customer.

For the year ended December 31, 2023, two customers accounted for approximately 10 % each of the Company’s consolidated revenue.

These customers contributed 13 % of the revenue for high specification rigs, 3 % for wireline services,

and 4 % for processing solutions and ancillary services.

As of December 31, 2023, approximately 20 % of the consolidated accounts receivable balance was due from these customers.

Note 12 — Income Taxes

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Total income tax expense for the year ended December 31, 2024 differed from amounts computed by applying the U.S.

federal statutory tax rate of 21% primarily due to the impact of state income taxes as well as certain non-deductible expenses offset by the benefit from the release of a previously recorded valuation allowance against deferred tax assets and for the year ended December 31, 2022 primarily due to the change in valuation allowance of $ 1.5 million and bargain purchase gain of $ 0.8 million.

federal statutory tax rate of 21% primarily due to the impact of state income taxes as well as certain non-deductible expenses and for the year ended December 31, 2023 primarily due to the impact of state income taxes as well as certain non-deductible expenses offset by the benefit from the release of a previously recorded valuation allowance against deferred tax assets.

The impact of state income taxes is primarily attributable to Texas and North Dakota, which represent more than 50% of the total state tax effect for the years ended December 31, 2024 and 2023.

Historically, utilization of a portion of the Company's net operating loss carryforwards has been subject to limitations of utilization under Section 382 of the Internal Revenue Code of 1986 (“Section 382”), as amended.

The Company incurred an ownership change, triggering another Section 382 loss limitation, during the three months ended June 30, 2023.

Accordingly, the Company released all valuation allowances previously recorded resulting in a discrete tax benefit for the period ended September 30, 2023.

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Income tax expense $ 7.6 $ 7.2

Cash payments of U.S.

federal and state income taxes, net of refunds, were as follows (in millions):

Cash payments of federal income taxes $ — $ 0.2

Cash payments of state income taxes

Texas 0.4 0.4

Colorado 0.1 —

Other states 0.1 —

Total cash payments $ 0.6 $ 0.6

A reconciliation of the expected income tax expense on income before income taxes using the statutory federal income tax rate of 21% for 2024 and 2023 to income tax expense follows (in millions):

Tax Effected Rate Tax Effected Rate

Income before income taxes $ 26.0 $ 31.0

Statutory rate 21 % 21 %

Income tax expense computed at statutory rate $ 5.5 21 % $ 6.5 21 %

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State income taxes, net of federal tax benefit 1.0 4 % 1.2 4 %

Bargain purchase gain — ( 0.8 )

Valuation allowance ( 1.7 ) ( 1.5 )

Changes in valuation allowances — — % ( 1.7 ) ( 6 ) %

Meals 0.8 3 % 0.7 4 %

Non-deductible executive compensation 0.5 2 % — — %

Non-deductible expenses and other ( 0.2 ) ( 1 ) % 0.5 — %

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As of December 31, 2024, the Company has net operating loss carryforwards of approximately $ 53.6 million, all of which are subject to section 382 limitations.

Of this amount, $ 51.5 million of losses carryforward indefinitely with the remaining loss carried forward expiring beginning in 2034.

The tax effects of the cumulative temporary differences resulting in the net deferred income tax liability, which are shown in Deferred tax liability on the consolidated balance sheet, are as follows (in millions):

Of this amount, $ 47.6 million of losses will carry forward indefinitely with the remaining loss carry forwards expiring beginning in 2034.

The tax effects of the cumulative temporary differences resulting in the net deferred income tax liability, which are shown in Deferred tax liability on the Consolidated Balance Sheets, are as follows (in millions):

Deferred income tax assets

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Stock based compensation 1.8 1.6

Valuation allowance — ( 1.7 )

Right-of-use liability 1.7 2.2

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Therefore, as of December 31, 2024, the Company had not established any reserves for, nor recorded any unrecognized benefits related to, uncertain tax positions.

The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense in the Consolidated Statements of Operations.

As of December 31, 2024, the Company had not recognized any interest or penalties related to uncertain tax positions in the financial statements.

Note 13 — Earnings per Share

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Stockholders’ Agreement

In connection with the Offering, Ranger entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with the Legacy Owners and the Bridge Loan Lenders (defined below).

In connection with the Offering, Ranger entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with the Legacy Owners and certain other parties.

Among other things, the Stockholders’ Agreement provides CSL and Bayou Wells Holdings Company, LLC (“Bayou Holdings”) with the right to designate nominees to Ranger’s Board of Directors (each, as applicable, a “CSL Director” or “Bayou Director”) as follows:

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• once CSL beneficially owns less than 10 % of Ranger’s common stock, CSL will not have any Board designation rights.

In the event the size of Ranger’s Board of Directors is increased or decreased at any time to other than eight directors, CSL’s nomination rights will be proportionately increased or decreased, respectively, rounded up to the nearest whole number.

In the event the size of Ranger’s Board of Directors is increased or decreased at any time to other than six directors, CSL’s nomination rights will be proportionately increased or decreased, respectively, rounded up to the nearest whole number.

Registration Rights Agreement

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High Specification Rigs, Wireline Services, and Processing Solutions and Ancillary Services.

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

The reportable segments comprise the structure used by the Chief Operating Decision Maker (“CODM”) to make key operating decisions and assess performance during the years presented in the accompanying Consolidated Financial Statements.

The Chief Executive Officer is regarded as the Company’s CODM.

The primary profitability measurement used by the CODM to review segment operating results is Adjusted EBITDA.

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

The CODM utilizes Adjusted EBITDA to allocate resources for each segment predominantly in the annual planning process and to monitor segment results compared to prior period, forecasted results, and the annual plan.

The reportable segments have been categorized based on services provided in each line of business.

The tables below present the operating income (loss) measurement, as the Company believes this is most consistent with the principals used in measuring the financial statements.

During the fourth quarter of 2022, the Company determined fixed assets are routinely utilized across multiple segments and Management does not utilize the net property and equipment value as a metric to evaluate the profitability of the respective segments.

The tables below present the operating income (loss) measurement and Adjusted EBITDA, as the Company believes this is most consistent with the principals used in measuring the financial statements.

During the fourth quarter of 2022, the Company determined assets are routinely utilized across multiple segments and Management does not utilize the net property and equipment value as a metric to evaluate the profitability of the respective segments.

Therefore, the net property and equipment values have been removed from the segment data presented below.

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Revenue $ 336.1 $ 110.2 $ 124.8 $ — $ 571.1

Cost of services 249.2 180.7 101.8 — 531.7

General and administrative — — — 29.5 29.5

Employee expenses 172.6 49.1 46.3 17.4 285.4

Repair and maintenance 31.1 11.4 10.7 — 53.2

Other segment items* 63.4 46.8 41.4 10.4 162.0

Depreciation and amortization 22.2 11.4 8.6 1.9 44.1

Impairment of fixed assets — — — 0.4 0.4

Gain on sale of assets — — — ( 2.2 ) ( 2.2 )

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Income tax expense — — — 7.6 7.6

Loss on debt retirement — — — 2.4 2.4

Net income (loss) $ 46.8 $ ( 8.5 ) $ 17.8 $ ( 37.7 ) $ 18.4

Interest expense, net — — — 2.6 2.6

Tax expense — — — 7.6 7.6

Depreciation and amortization 22.2 11.4 8.6 1.9 44.1

EBITDA 69.0 2.9 26.4 ( 25.6 ) 72.7

Equity based compensation — — — 5.8 5.8

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

Severance and reorganization costs 0.9 0.6 0.2 0.1 1.8

Acquisition related costs 0.4 — — 0.1 0.5

Legal fees and settlements 0.2 — — 0.1 0.3

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

Capital expenditures $ 26.8 $ 4.9 $ 15.2 $ — $ 46.9

_____________________________________

* Other Segment Items include Direct Materials, Subcontractor Expense, Reimbursable Expenses, Equipment Rentals, Fuel, Per Diem, Travel & Entertainment, Vehicles and Miscellaneous.

These items, including Employee Expenses and Repair and Maintenance, are included in Cost of Services and General and Administrative expense in the Consolidated Statements of Operations.

Year Ended December 31, 2023

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Revenue $ 313.3 $ 199.1 $ 124.2 $ — $ 636.6

Cost of services 232.7 178.4 92.8 — 503.9

General and administrative — — — 39.9 39.9

Employee expenses 161.2 74.5 49.4 16.8 301.9

Repair and maintenance 28.0 16.9 12.4 — 57.3

Other segment items* 60.0 89.3 40.0 12.7 202.0

Depreciation and amortization 20.1 11.3 6.9 1.6 39.9

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Income tax expense — — — 7.2 7.2

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

Loss on debt retirement — — — 2.4 2.4

Net income (loss) $ 44.0 $ 7.1 $ 15.5 $ ( 42.8 ) $ 23.8

Interest expense, net — — — 3.5 3.5

Tax expense — — — 7.2 7.2

Depreciation and amortization 20.1 11.3 6.9 1.6 39.9

EBITDA 64.1 18.4 22.4 ( 30.5 ) 74.4

Equity based compensation — — — 4.8 4.8

Loss on retirement of debt — — — 2.4 2.4

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

Severance and reorganization costs — 1.7 — 0.4 2.1

Acquisition related costs — — — 2.1 2.1

Impairment of fixed assets — — — 0.4 0.4

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

Capital expenditures $ 17.7 $ 16.7 $ 13.7 $ — $ 48.1

_____________________________________

* Other Segment Items include Direct Materials, Subcontractor Expense, Reimbursable Expenses, Equipment Rentals, Fuel, Per Diem, Travel & Entertainment, Vehicles and Miscellaneous.

These items, including Employee Expenses and Repair and Maintenance, are included in Cost of Services and General and Administrative expense in the Consolidated Statements of Operations.

Note 17 — Subsequent Events

In 2020, the U.S.

government enacted the Coronavirus Aid, Relief and Security Act (the “CARES Act”) as a response to the COVID-19 pandemic, aiming to offer certain reliefs.

Among the stimulus measures included in the CARES Act is a provision for an Employee Retention Credit (“ERC”), a refundable tax credit for employers who retained employees on the payroll during the pandemic.

We are currently in the process of finalizing claims and anticipate receiving payment from the United States Internal Revenue Service with respect to the ERC in 2024.

In 2024, the Company has continued repurchasing shares in the open market.

Total shares repurchased through February 29, 2024 amounts to 736,800 shares of the Company’s Class A Common Stock for an aggregate $ 7.3 million.

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.

Additionally, the Board of Directors declared a quarterly cash dividend of $ 0.05 per share payable April 5, 2024 to common stockholders of record at the close of business on March 15, 2024.

On March 3, 2025, the Board of Directors declared a quarterly cash dividend of $ 0.06 per share payable March 28, 2025 to common stockholders of record at the close of business on March 14, 2025.

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

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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 8. Financial Statements and Supplementary Data