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Ranger Energy Services, Inc.

Ranger Energy Services, Inc.RNGREarnings & Financial Report

NYSE · Energy · Oil & Gas Field Services, NEC

Ranger Energy Services, Inc. is a leading North American onshore oilfield services provider. It offers a full suite of well completion, workover, rig operations, and production enhancement solutions for upstream oil and gas operators, primarily serving active unconventional shale and tight resource basins across the continental United States.

What changed in Ranger Energy Services, Inc.'s 10-K — 2023 vs 2024

Top changes in Ranger Energy Services, Inc.'s 2024 10-K

248 paragraphs added · 251 removed · 213 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

48 edited+8 added−7 removed93 unchanged
Ranger LLC owns all of the outstanding equity interests in Ranger Energy Services, LLC (“Ranger Services”) and Torrent Energy Services, LLC (“Torrent Services”), and the other subsidiaries through which it operates its assets.
Ranger LLC owns all of the outstanding equity interests in Ranger Energy Services, LLC (“Ranger Services”), Torrent Energy Services, LLC (“Torrent Services”), and the other subsidiaries through which it operates its assets.
The trend in environmental regulation has been to place more restrictions and limitations on activities that may adversely affect the environment, and thus any changes in environmental laws and regulations or re-interpretation of enforcement policies that result in more stringent and costly regulatory requirements could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects.
The trend in environmental regulation has been to place more restrictions and limitations on activities that may adversely affect the environment, and thus any changes in environmental laws and regulations or re-interpretation of enforcement policies that result in more stringent and costly regulatory requirements could have a material adverse effect on 6 our business, liquidity position, financial condition, results of operations and prospects.
These developments could result in additional regulation and restrictions on the use of injection wells by our customers to dispose of flowback and 7 produced water and certain other oilfield fluids. Increased regulation and attention given to induced seismicity also could lead to greater opposition to, and litigation concerning, oil and natural gas activities utilizing injection wells for waste disposal.
These developments could result in additional regulation and restrictions on the use of injection wells by our customers to dispose of flowback and produced water and certain other oilfield fluids. Increased regulation and attention given to induced seismicity also could lead to greater opposition to, and litigation concerning, oil and natural gas activities utilizing injection wells for waste disposal.
Moreover, it is possible that other developments, such as the adoption of stricter environmental laws, regulations and enforcement policies, could result in additional costs or liabilities that we cannot currently quantify. 9 State and Local Regulation Our operations, and the operations of our customers, are subject to a variety of state and local environmental review and permitting requirements.
Moreover, it is possible that other developments, such as the adoption of stricter environmental laws, regulations and enforcement policies, could result in additional costs or liabilities that we cannot currently quantify. State and Local Regulation Our operations, and the operations of our customers, are subject to a variety of state and local environmental review and permitting requirements.
From time to time, various legislative proposals are introduced, including proposals to increase federal, state or local taxes, including taxes on motor fuels, which may increase our costs or adversely impact the recruitment of drivers. We cannot predict whether, or in what form, any increase in such taxes applicable to us will be enacted.
From time to time, various legislative proposals are introduced, including proposals to increase federal, state or local taxes, including 10 taxes on motor fuels, which may increase our costs or adversely impact the recruitment of drivers. We cannot predict whether, or in what form, any increase in such taxes applicable to us will be enacted.
This operation is typically repeated fifty to one hundred times to fully perforate, fracture and complete a one- or two-mile-long horizontal wellbore. 3 • Pump Down. Our pumping services can be used during completion or intervention operations as a standalone service or in a comprehensive completion pump down perforating solution.
This operation is typically repeated fifty to one hundred times to fully perforate, fracture and complete a one- or two-mile-long horizontal wellbore. • Pump Down. Our pumping services can be used during completion or intervention operations as a standalone service or in a comprehensive completion pump down perforating solution.
During periods of heavy snow, ice, wind or rain, we may be unable to operate or move our equipment between locations, thereby reducing our ability to provide services and generate revenue, or we could suffer weather-related damage to our facilities and equipment resulting in delays in operations.
During periods of heavy snow, ice, wind or rain, we may be unable to operate 5 or move our equipment between locations, thereby reducing our ability to provide services and generate revenue, or we could suffer weather-related damage to our facilities and equipment resulting in delays in operations.
In addition, the CWA and analogous state laws require individual permits or coverage under general permits for discharges of stormwater runoff from certain types of facilities. The CWA also prohibits the discharge of dredge and fill material in regulated waters, including wetlands, unless authorized by permit.
In addition, the CWA and analogous state laws require individual permits or coverage under general permits for discharges of stormwater runoff from certain types of facilities. The CWA also prohibits the discharge of dredge and fill 7 material in regulated waters, including wetlands, unless authorized by permit.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.” 4 Competition We provide services in various geographic regions across the United States, which are highly competitive. Our competitors include many large and small oilfield service providers.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.” Competition We provide services in various geographic regions across the United States, which are highly competitive. Our competitors include many large and small oilfield service providers.
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 other 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.
Securities Exchange Act of 1934 are available free of charge at our website at www.rangerenergy.com, as soon as reasonably practicable after having been electronically filed or furnished with the U.S. SEC. The SEC maintains an internet site that contains reports, proxy, information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov, including us. 10
Securities Exchange Act of 1934 are available free of charge at our website at www.rangerenergy.com, as soon as reasonably practicable after having been electronically filed or furnished with the U.S. SEC. The SEC maintains an internet site that contains reports, proxy, information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov, including us. 11
Our high‑spec well service rigs are designed to support U.S. horizontal well demands. Specifically, our high specification rig services consist of the following: • Well completion support .
Our high specification well service rigs are designed to support U.S. horizontal well demands. Specifically, our high specification rig services consist of the following: • Well completion support .
Cyclical Nature of Industry We operate in a highly cyclical industry and the key factor driving demand for our services is the level of drilling activity by E&P companies. In turn, the level of drilling depends largely on the current and anticipated economics of new well completions.
Cyclical Nature of Industry We operate in a cyclical industry and a factor driving demand for our services is the level of drilling activity by E&P companies. In turn, the level of drilling depends largely on the current and anticipated economics of new well completions.
Our largest competitors in the current market include RPC, Inc., ProPetro Holding Corp., Select Water Solutions, Inc., Oil States International, Inc., KLX Energy Services Holdings, Inc., Dril-Quip, Inc., Mammoth Energy Services, Inc., Solaris Oilfield Infrastructure, Inc., and NINE Energy Service, Inc.
Our largest competitors in the current market include RPC, Inc., ProPetro Holding Corp., Select Water Solutions, Inc., Oil States International, Inc., KLX Energy Services Holdings, Inc., Innovex International, Inc., Mammoth Energy Services, Inc., Solaris Oilfield Infrastructure, Inc., and NINE Energy Service, Inc..
One or more of these developments could have a material adverse effect on our business, financial condition and results of operation. Hydraulic Fracturing Our customers are reliant on hydraulic fracturing services in connection with their production of oil and natural gas.
One or more of these developments could have a material adverse effect on our business, financial condition and results of operation. Hydraulic Fracturing Many of our customers utilize hydraulic fracturing services in connection with their production of oil and natural gas.
The Oil Pollution Act of 1990 (“OPA”) sets minimum standards for prevention, containment and cleanup of oil spills. The OPA applies to vessels, offshore facilities and onshore facilities, including exploration and production facilities that may affect waters of the United States.
The Oil Pollution Act of 1990 (“OPA”) sets minimum standards for prevention, containment and cleanup of oil spills. The OPA applies to vessels, offshore facilities and onshore facilities, including E&P facilities that may affect waters of the United States.
Ranger LLC is the sole managing member of Ranger Services and Torrent Services, and is responsible for all operational, management and administrative decisions relating to Ranger Services, its subsidiaries, and Torrent Services’ business and consolidates the financial results of Ranger Services, its subsidiaries, and Torrent Services. 1 The following diagram indicates our ownership structure as of February 29, 2024: _________________________ (1) CSL and Bayou Well Holdings Company, LLC (collectively the “Legacy Owners”) own the equity interests, where CSL holds a majority.
Ranger LLC is the sole managing member of Ranger Services and Torrent Services, and is responsible for all operational, management and administrative decisions relating to Ranger Services, its subsidiaries, and Torrent Services’ business and consolidates the financial results of Ranger Services, its subsidiaries, and Torrent Services. 1 The following diagram indicates our ownership structure as of February 28, 2025: _________________________ (1) CSL and Bayou Well Holdings Company, LLC (collectively the “Legacy Owners”) own the equity interests, with CSL holding a majority of such interests.
Hydraulic fracturing stimulates production of oil and/or natural gas from dense subsurface rock formations by injecting water, sand and chemicals under pressure into the formation to fracture the surrounding rock and stimulate production.
Hydraulic fracturing stimulates production of oil and/or natural gas from dense subsurface rock formations by injecting water, sand and chemicals under pressure into the formation to fracture the surrounding rock and stimulate production. 9 Hydraulic fracturing typically is regulated by state oil and natural gas commissions.
Our Processing Solutions segment provides a range of proprietary, modular equipment for the processing of rich natural gas streams at the wellhead or central gathering points in basins where drilling and completion activity has outpaced the development of permanent processing infrastructure.
Our Processing Solutions segment provides a range of proprietary, modular equipment for the processing of rich natural gas streams at the wellhead or central gathering points in basins where drilling and completion activity has outpaced the development of permanent processing infrastructure. Asset Fleet Ranger relies heavily on its fleet of capital equipment to generate revenue for the business.
Our most notable declines generally occur in the fourth quarter of the calendar year. Additionally, some of the areas in which we have operations, including the Denver-Julesburg Basin and the Bakken Shale, are adversely affected by seasonal weather conditions, primarily during the winter months.
Additionally, some of the areas in which we have operations, including the Denver-Julesburg Basin and the Bakken Shale, are adversely affected by seasonal weather conditions, primarily during the winter months.
The ability of our well service rigs to accommodate the needs of our E&P customers in a variety of economic conditions has historically allowed us to maintain relatively high rig utilization.
The ability of our well service rigs to accommodate the needs of our E&P customers in a variety of economic conditions has historically allowed us to maintain relatively high rig utilization. Wireline Services Our Wireline Services segment provides wireline completion and production services necessary to bring a well on production.
Litigation risks are also increasing, as a number of parties have sought to bring suit against certain oil and natural gas companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts. 8 There are also increasing financial risks for companies in the fossil fuel sector as stockholders currently invested in fossil fuel energy companies concerned about the potential effects of climate change may elect in the future to shift some or all of their investments into non-fossil fuel related sectors.
Litigation risks are also increasing, as a number of parties have sought to bring suit against certain oil and natural gas companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts.
We currently have a fleet of 402 well service rigs, which we believe to be among the newest and most advanced in the industry and are considered to be high specification rigs, with higher operating horsepower (“HP”) (450 HP or greater) and taller mast heights (102 feet or higher) than traditional well servicing rigs.
We believe our active and marketable rig fleet is among the newest and most advanced in the industry. High specification rigs are generally considered to be rigs with higher operating horsepower (“HP”) (450 HP or greater) and/or taller mast heights (102 feet or higher) than traditional well servicing rigs (1) .
Our business could be materially affected if these or other similar requirements increase the cost of doing business for us and our customers, or reduce the demand for the oil and natural gas our customers produce, and thus have an adverse effect on the demand for our services.
Our business could be materially affected if these or other similar requirements increase the cost of doing business for us and our customers, or reduce the demand for the oil and natural gas our customers produce, and thus have an adverse effect on the demand for our services. 8 Climate Change The threat of climate change continues to attract considerable attention in the United States and in foreign countries.
In the United States, no comprehensive climate change legislation has been implemented at the federal level. However, there are a number of proposed federal initiatives for climate change legislation that may be passed into law. Moreover, following the U.S.
However, there are a number of proposed federal initiatives for climate change legislation that may be passed into law. Moreover, following the U.S.
However, any regulations that ban or effectively ban such operations may adversely impact demand for our products and services. In addition, various state and local governments have implemented, or are considering, increased regulatory oversight of hydraulic fracturing through additional permit requirements, operational restrictions, disclosure requirements, well construction and temporary or permanent bans on hydraulic fracturing in certain areas.
In addition, various state and local governments have implemented, or are considering, increased regulatory oversight of hydraulic fracturing through additional permit requirements, operational restrictions, disclosure requirements, well construction and temporary or permanent bans on hydraulic fracturing in certain areas.
Specifically, in connection with the operations of our high‑spec well service rigs, we also maintain a supply of additional service and rental equipment, including accumulators, acid and frac tanks, motor vehicles, trailers, tractors, catwalks, cementing units, pipe racks, power swivels, ram block assemblies, fluid pumps and related items. • Well Service‑Related Equipment Rentals.
Processing Solutions and Ancillary Services Our processing solutions and ancillary services, which are described below, can be utilized exclusively or in conjunction with our High Specification Rigs and Wireline Services to establish and enhance the productive life of a well. 3 Specifically, in connection with the operations of our high specification well service rigs, we also maintain a supply of additional service and rental equipment, including accumulators, acid and frac tanks, motor vehicles, trailers, tractors, catwalks, cementing units, pipe racks, power swivels, ram block assemblies, fluid pumps and related items. • Well Service‑Related Equipment Rentals.
Suppliers Our internal supply chain personnel manage sourcing and logistics to ensure flexibility and continuity of supply in a cost- effective manner across all areas of our operations. We have built long‑term relationships with multiple industry leading suppliers of materials and equipment. We purchase a wide variety of materials, parts and components that are manufactured and supplied for our operations.
We have a diverse portfolio of customers which included approximately 215 distinct customers that we served during 2024. Suppliers Our internal supply chain personnel manage sourcing and logistics to ensure flexibility and continuity of supply in a cost-effective manner across all areas of our operations. We have built long‑term relationships with multiple industry leading suppliers of materials and equipment.
To the extent this rule is finalized, we could incur increased costs related to the assessment and disclosure of climate-related risks. In addition, enhanced climate disclosure requirements could accelerate the trend of certain stakeholders and lenders restricting or seeking more stringent conditions with respect to their investments in certain carbon intensive sectors.
Enhanced climate disclosure requirements could result in additional legal and accounting costs and accelerate the trend of certain stakeholders and lenders restricting or seeking more stringent conditions with respect to their investments in certain carbon intensive sectors.
We believe our field sales personnel understand the region‑specific issues and customer operating procedures and, therefore, can more effectively target marketing activities. Our sales representatives work closely with our managers and field sales personnel to target market opportunities. Significant Customers During the year ended December 31, 2023, two customers accounted for approximately 10% each of our consolidated revenue.
We believe our field sales personnel understand the region‑specific issues and customer operating procedures and, therefore, can more effectively target marketing activities. Our sales representatives work closely with our managers and field sales personnel to target market opportunities.
As a result, our operations as well as the operations of our oil and natural gas exploration and production customers are subject to a series of regulatory, political, litigation, and financial risks associated with the production and processing of fossil fuels and emission of GHG.
As a result, our operations as well as the operations of our oil and natural gas E&P customers are subject to a series of regulatory, political, litigation, and financial risks associated with the production and processing of fossil fuels and emission of GHG. In the United States, no comprehensive climate change legislation has been implemented at the federal level.
Our snubbing services enable operators to safely run or remove pipe and other associated downhole tools into pressurized or highly deviated wellbores. • Processing Solutions . Our Processing Solutions services engage in the rental, installation, commissioning, start‑up, operation and maintenance of Mechanical Refrigeration Units (“MRU”), Nitrogen Gas Liquid (“NGL”) stabilizer units, NGL storage units and related equipment.
Our Processing Solutions services engage in the rental, installation, commissioning, start‑up, operation and maintenance of Mechanical Refrigeration Units (“MRU”), Nitrogen Gas Liquid (“NGL”) stabilizer units, NGL storage units and related equipment.
The EPA also finalized rules that prohibit the discharge of wastewater from hydraulic fracturing operations to publicly-owned wastewater treatment plants. In addition, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources which concluded that “water cycle” activities associated with hydraulic fracturing may impact drinking water resources under certain limited circumstances.
In addition, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources which concluded that “water cycle” activities associated with hydraulic fracturing may impact drinking water resources under certain limited circumstances. The federal Bureau of Land Management (“BLM”) has pursued rules governing hydraulic fracturing activities on federal lands.
During the year ended December 31, 2022, one customer accounted for approximately 10% of our consolidated revenue. For the years ended December 31, 2023 and 2022, our top five revenue-generating customers represented approximately 43% and 36% of our consolidated revenue, respectively.
For the years ended December 31, 2024 and 2023, our top five revenue-generating customers represented approximately 65% and 43% of our consolidated revenue, respectively. No other customers represented more than 10% of our consolidated revenue for each of the years ended December 31, 2024 and 2023.
Hydraulic fracturing typically is regulated by state oil and natural gas commissions, however the EPA has asserted federal regulatory authority pursuant to the Safe Drinking Water Act over certain hydraulic fracturing activities involving the use of diesel fuel and issued permitting guidance that applies to such activities.
However, the EPA has asserted federal regulatory authority pursuant to the Safe Drinking Water Act over certain hydraulic fracturing activities involving the use of diesel fuel and issued permitting guidance that applies to such activities. The EPA also finalized rules that prohibit the discharge of wastewater from hydraulic fracturing operations to publicly-owned wastewater treatment plants.
The federal Bureau of Land Management (“BLM”) has pursued rules governing hydraulic fracturing activities on federal lands. These requirements have been subject to legal challenge and the outcome remains uncertain. We cannot predict the final scope of regulations or restrictions that may apply to oil and gas operations on federal lands.
These requirements have been subject to legal challenge and the outcome remains uncertain. We cannot predict the final scope of regulations or restrictions that may apply to oil and gas operations on federal lands. However, any regulations that ban or effectively ban such operations may adversely impact demand for our products and services.
Decommissioning work is typically less sensitive to oil and natural gas prices than our service lines as a result of decommissioning obligations imposed by state regulations. • Snubbing Services . Our snubbing services consist of using our snubbing units together with our well service rigs in order to perform well completion, workover or maintenance activities.
Decommissioning work is typically less sensitive to oil and natural gas prices than our service lines as a result of decommissioning obligations imposed by state regulations. • Processing Solutions .
E&P companies tend to increase capital expenditures in response to increases in oil and natural gas prices, which generally results in greater revenue and profits for oilfield service companies. Increased capital expenditures also lead to greater production, which historically has resulted in increased inventories and reduced prices, consequently reducing demand for oilfield services.
Global supply and demand for oil and the domestic supply and demand for natural gas are critical in assessing industry outlook. E&P companies tend to increase capital expenditures in response to increases in oil and natural gas prices, which generally results in greater revenue and profits for oilfield service companies.
The results of our operations, therefore, may fluctuate from period to period, and these fluctuations may distort comparisons of results across periods. Seasonality Our results of operations have historically reflected seasonal tendencies relating to holiday seasons, inclement weather and the conclusion of our customers’ annual drilling and completion of capital expenditure budgets.
Seasonality Our results of operations have historically reflected seasonal tendencies relating to holiday seasons, inclement weather and the conclusion of our customers’ annual drilling and completion of capital expenditure budgets. Our most notable declines generally occur in the fourth quarter of the calendar year.
We have generally been able to obtain the equipment, parts and supplies necessary to support our operations on a timely basis. 5 Human Capital We combine our services offerings with a highly skilled and experienced workforce, enabling us to consistently deliver exceptional service while maintaining high health, safety and environmental standards.
Human Capital We combine our services offerings with a highly skilled and experienced workforce, enabling us to consistently deliver exceptional service while maintaining high health, safety and environmental standards. We invest in attracting, developing and retaining talented personnel and believe we have good relationships with our employees.
We have a fleet of 66 wireline units and 29 high-pressure pump trucks that are utilized in our wireline services. Our wireline services utilize high-pressure pump trucks to pump fracturing plugs and perforating guns into extended reach horizontal wells for pump down perforating completion purposes. From time-to-time our wireline units will be used in conjunction with our Ancillary Services.
Our wireline services utilize high-pressure pump trucks to pump fracturing plugs and perforating guns into extended reach horizontal wells for pump down perforating completion purposes. Our wireline fleet assets are utilized both within our wireline services segment as well as our processing solutions and ancillary services segment in support of our plug and abandonment service line.
Pursuant to rules issued by the EPA, individual states can have delegated 6 authority to administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. In the course of our operations, we generate industrial wastes, such as paint wastes, waste solvents and oils that are regulated as hazardous materials.
Hazardous Substances and Wastes The RCRA, and comparable state statutes, regulate the generation, treatment, storage, transportation, disposal and clean-up of hazardous and non-hazardous wastes. Pursuant to rules issued by the EPA, individual states can have delegated authority to administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements.
We are not a party to collective bargaining agreements, nor do we have any unionized labor.
As of December 31, 2024, we had approximately 1,950 full-time employees and we hire independent contractors on an as-needed basis. We are not a party to collective bargaining agreements, nor do we have any unionized labor.
We are not dependent on any single source of supply for those parts, supplies or materials.
We purchase a wide variety of materials, parts and components that are manufactured and supplied for our operations. We are not dependent on any single source of supply for those parts, supplies or materials. We have generally been able to obtain the equipment, parts and supplies necessary to support our operations on a timely basis.
We believe that our efficient operational performance, executed at a high level of integrity, strong safety record and low leverage provides a competitive advantage. As of December 31, 2023, we had approximately 2,000 full-time and part-time employees and we hire independent contractors on an as-needed basis.
Our personnel are dedicated to redefining services for our customers, driving new thinking, raising standards and rising to challenges. We believe that our efficient operational performance, executed at a high level of integrity, strong safety record and low leverage provides a competitive advantage.
Additionally, the Securities and Exchange Commission (the “SEC”) has proposed new rules relating to the disclosure of a range of climate-related risks. We are currently assessing this proposed rule but at this time we cannot predict the costs of implementation or any potential adverse impacts resulting from the proposed rule.
Additionally, the Securities and Exchange Commission (the “SEC”) proposed new rules relating to the disclosure of a range of climate-related risks. However, the SEC has stayed the final rule pending the resolution of consolidated legal challenges that are currently proceeding before the U.S. Court of Appeals for the Eight Circuit.
(2) The mast ratings of our high specification well service rigs complement their high operating HP and tall mast heights by allowing such rigs to safely support the higher weights associated with the long tubing strings used in long-lateral well completion operations and is measured in pounds.
Rig Classification (2) Number of Rigs Mast Height >102' or Operating HP >450 329 Mast Height 19 Rigs classified as assets held for sale 35 Retirement rigs candidates at scrap value 23 Total Rigs 406 Our rig fleet assets are utilized both within our High Specification Rigs segment as well as our processing solutions and ancillary services segment in support of our plug and abandonment service line. ______________________ 4 (1) The high operating HP and taller mast heights of our high specification well service rigs allow such rigs to safely support the higher weights associated with the long tubing strings used in long-lateral well completion operations.
No other customers represented more than 10% of our consolidated revenue for each of the years ended December 31, 2023 and 2022. We have a diverse portfolio of customers which included approximately 190 distinct customers that we served during 2023.
Significant Customers During the year ended December 31, 2024, four customers, accounted for approximately 22%, 13%, 13% and 11%, respectively, of our consolidated revenue. During the year ended December 31, 2023, two customers accounted for approximately 10% each of our consolidated revenue.
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HP Rating (1) Mast Height Mast Rating (2) Number of High Specification Rigs 550 — 600 112’ — 117’ 250,000 — 300,000’ 94 500 104’ — 108’ 240,000 — 250,000’ 234 450 — 475 102’ — 104’ 200,000 — 250,000’ 74 Total High Specification Rigs 402 ______________________ (1) Per manufacturer or historical records obtained through acquisitions.
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As part of our strategy, our asset fleet is highly complementary, and a single asset can serve multiple business segments. An asset may operate on a standalone basis to generate revenue; alternatively, an asset may operate in conjunction with one or more other fleet assets within the Ranger portfolio.
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Wireline Services Our Wireline Services segment provides wireline completion and production services necessary to bring a well on production.
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Rigs We have a fleet of 406 well service rigs as of December 31, 2024 of which 180 rigs are active and marketable; 168 rigs are available for reactivation; 35 rigs are classified as assets held for sale; and 23 rigs are identified as retirement candidates recorded at scrap value that do not meet the criteria to be classified as asset held for sale.
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Processing Solutions and Ancillary Services Our processing solutions and ancillary services, which are described below, can be utilized exclusively or in conjunction with our High Specification Rigs and Wireline Services to establish and enhance the productive life of a well.
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(2) Per manufacturer or historical records obtained through acquisitions. Wireline Units We have a fleet of 72 wireline trucks as of December 31, 2024 that includes both single and dual drum units running a variety of line types in cased hole operations and 29 high-pressure pump trucks that are utilized in our wireline services.
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Global supply and demand for oil and the domestic supply and demand for natural gas are critical in assessing industry outlook. Demand for oil and natural gas is cyclical and subject to large, rapid fluctuations.
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Gas Processing and Other Assets As part of our gas processing operations in support of field level recapture and power generation, we manage a group of 30 mechanical refrigeration units, 60 gas coolers and 13 generators as of December 31, 2024.
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We invest in attracting, developing and retaining talented personnel and believe we have good relationships with our employees. Our personnel are dedicated to redefining services for our customers, driving new thinking, raising standards and rising to challenges.
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Vehicles Our business relies on a fleet of light duty trucks and vehicles that assist our crews in operations activities across all segments. As of December 31, 2024 we had a total of approximately 1,100 trucks and vehicles either owned or under finance lease in our fleet.
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Hazardous Substances and Wastes and Naturally Occurring Radioactive Materials The RCRA, and comparable state statutes, regulate the generation, treatment, storage, transportation, disposal and clean-up of hazardous and non-hazardous wastes.
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Increased capital expenditures also lead to greater production, which historically has resulted in increased inventories and reduced prices, consequently reducing demand for oilfield services. The results of our operations, therefore, may fluctuate from period to period, and these fluctuations may distort comparisons of results across periods.
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Climate Change The threat of climate change continues to attract considerable attention in the United States and in foreign countries.
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In the course of our operations, we generate industrial wastes, such as paint wastes, waste solvents and oils that are regulated as hazardous materials.
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There are also increasing financial risks for companies in the fossil fuel sector as stockholders currently invested in fossil fuel energy companies concerned about the potential effects of climate change may elect in the future to shift some or all of their investments into non-fossil fuel related sectors.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

58 edited+1 added−5 removed197 unchanged
Inflationary factors, such as increases in the labor costs, material costs, and overhead costs, may also adversely affect our financial position and operating results. The volatility of oil and natural gas prices may adversely affect the demand for our services and negatively impact our results of operations. Prices of oil and gas products are set on a commodity basis.
Inflationary factors, such as increases in labor costs, material costs, and overhead costs, may also adversely affect our financial position and operating results. The volatility of oil and natural gas prices may adversely affect the demand for our services and negatively impact our results of operations. Prices of oil and gas products are set on a commodity basis.
Subject to certain exceptions, our customers typically assume responsibility for, including control and removal of, all other pollution or contamination which may occur during operations and originate below the surface, including that which may result from blowout, seepage or any other uncontrolled flow of drilling and completion fluids.
Subject to certain exceptions, our customers typically assume responsibility for, including control and removal of, all pollution or contamination which may occur during operations and originate below the surface, including that which may result from blowout, seepage or any other uncontrolled flow of drilling and completion fluids.
A cyber incident could negatively impact the Company in a number of ways, including but not limited to; (i) remediation costs, such as liability for stolen assets or information and repairs of system damage; (ii) increased cybersecurity protection costs, which may include the costs of making organizational changes, deploying additional personnel and protection technologies, training employees, and engaging third party experts and consultants; (iii) lost revenue resulting from downtime, operational disruptions, the unauthorized use of proprietary information or the failure to retain or attract customers following an attack; (iv) litigation and legal risks, including regulatory actions by state and federal governmental authorities and non-U.S. authorities and related investigation costs; (v) increased insurance premiums; (vi) reputational damage that adversely affects customer or investor confidence; (vii) the loss, theft, corruption or unauthorized release of intellectual property, proprietary information, customer and vendor data or other critical data and (viii) damage to the company’s competitiveness, stock price, and long-term stockholder value.
A cyber incident could negatively impact the Company in a number of ways, including but not limited to; (i) remediation costs, such as liability for stolen assets 22 or information and repairs of system damage; (ii) increased cybersecurity protection costs, which may include the costs of making organizational changes, deploying additional personnel and protection technologies, training employees, and engaging third party experts and consultants; (iii) lost revenue resulting from downtime, operational disruptions, the unauthorized use of proprietary information or the failure to retain or attract customers following an attack; (iv) litigation and legal risks, including regulatory actions by state and federal governmental authorities and non-U.S. authorities and related investigation costs; (v) increased insurance premiums; (vi) reputational damage that adversely affects customer or investor confidence; (vii) the loss, theft, corruption or unauthorized release of intellectual property, proprietary information, customer and vendor data or other critical data and (viii) damage to the company’s competitiveness, stock price, and long-term stockholder value.
In particular, subject to the limitations of applicable law, our amended and restated certificate of incorporation, among other things: • permits CSL, Bayou Holdings and their respective affiliates to conduct business that competes with us and to make investments in any kind of property in which we may make investments; and • provides that if CSL, Bayou Holdings or their respective affiliates, or any employee, partner, member, manager, officer or director of CSL, Bayou Holdings or their respective affiliates who is also one of our directors or 25 officers, becomes aware of a potential business opportunity, transaction or other matter, they will have no duty to communicate or offer that opportunity to us.
In particular, subject to the limitations of applicable law, our amended and restated certificate of incorporation, among other things: • permits CSL, Bayou Holdings and their respective affiliates to conduct business that competes with us and to make investments in any kind of property in which we may make investments; and • provides that if CSL, Bayou Holdings or their respective affiliates, or any employee, partner, member, manager, officer or director of CSL, Bayou Holdings or their respective affiliates who is also one of our directors or officers, becomes aware of a potential business opportunity, transaction or other matter, they will have no duty to communicate or offer that opportunity to us.
For more information, see our risk factor titled “Our operations, and those of our suppliers and customers, are subject to a series of risks arising from climate change.” Moreover, while we may create and publish voluntary disclosures regarding sustainability and ESG matters from time to time, certain statements in those voluntary disclosures may be based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.
For more information, see our risk factor titled “Our operations, and those of our customers, are subject to a series of risks arising from climate change.” Moreover, while we may create and publish voluntary disclosures regarding sustainability and ESG matters from time to time, certain statements in those voluntary disclosures may be based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.
Industry conditions are influenced by numerous factors over which we have no control, including: • domestic and foreign economic conditions and supply of and demand for oil and natural gas; • the level of prices, and expectations about future prices, of oil and natural gas; • the level and cost of global and domestic oil and natural gas exploration, production, transportation of reserves and delivery; • taxes and governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves; • political and economic conditions in oil and natural gas producing countries; 12 • actions by the members of the Organization of Petroleum Exporting Countries (“OPEC”) and other countries, such as Russia and Saudi Arabia, with respect to oil production levels and announcements of potential changes in such levels, including the failure of such countries to comply with production cuts; • sanctions and other restrictions placed on oil producing countries, such as Iran and Venezuela; • global weather conditions and natural disasters; • worldwide political, military and economic conditions; • the discovery rates of new oil and natural gas reserves; • stockholder activism or activities by non‑governmental organizations to restrict the exploration, development and production of oil and natural gas; and • uncertainty in capital and commodities markets.
Industry conditions are influenced by numerous factors over which we have no control, including: • domestic and foreign economic conditions and supply of and demand for oil and natural gas; • the level of prices, and expectations about future prices, of oil and natural gas; • the level and cost of global and domestic oil and natural gas exploration, production, transportation and delivery; • taxes and governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves; • political and economic conditions in oil and natural gas producing countries; 13 • actions by the members of the Organization of Petroleum Exporting Countries (“OPEC”) and other countries, such as Russia and Saudi Arabia, with respect to oil production levels and announcements of potential changes in such levels, including the failure of such countries to comply with production cuts; • sanctions and other restrictions placed on oil producing countries, such as Iran and Venezuela; • global weather conditions and natural disasters; • worldwide political, military and economic conditions; • the discovery rates of new oil and natural gas reserves; • stockholder activism or activities by non‑governmental organizations to restrict the exploration, development and production of oil and natural gas; and • uncertainty in capital and commodities markets.
The occurrence or threat of geographical or terrorist threats in the United States or other countries, anti-terrorist efforts and other armed conflicts involving the United States or other countries, including continued hostilities in the Middle East or domestic civil unrest, may adversely affect the United States and global economies and could prevent us from meeting our financial and other obligations.
The occurrence or threat of geographical or terrorist threats in the United States or other countries, anti-terrorist efforts and other armed conflicts involving the United States or other countries, including continued hostilities in the Middle East, Russia, or domestic civil unrest, may adversely affect the United States and global economies and could prevent us from meeting our financial and other obligations.
Our Wells Fargo Revolving Credit Facility subjects us to significant financial and other restrictive covenants, such that our ability to comply with financial condition tests can be affected by events beyond our control, including economic, financial and industry conditions. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired.
The Wells Fargo Revolving Credit Facility subjects us to significant financial and other restrictive covenants, such that our ability to comply with financial condition tests can be affected by events beyond our control, including economic, financial and industry conditions. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired.
In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, we may be unable to prevent fraud, investors may lose confidence in our financial reporting, and our stock price may decline as a result.
In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports and applicable stock exchange listing requirements, we may be unable to prevent fraud, investors may lose confidence in our financial reporting, and our stock price may decline as a result.
CSL, Bayou Holdings or their respective affiliates may become aware, from time to time, of certain business opportunities and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunity.
CSL, Bayou Holdings or their respective affiliates may become aware, from time to time, of certain business opportunities and may direct such opportunities to other businesses in which they have invested, in which case we may not 26 become aware of or otherwise have the ability to pursue such opportunity.
Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring 20 and reporting on many sustainability and ESG matters.
Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many sustainability and ESG matters.
Moreover, climate change may result in various physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns that could adversely impact us, our customers’, and our suppliers’ operations.
Moreover, climate change may result in various physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns that could adversely impact our customers’ and our suppliers’ operations.
Any one or more of these developments may result in our customers having to limit disposal well volumes, disposal rates or locations, or require our customers or third-party disposal well operators that are used to disposals of customers’ wastewater to shut down disposal wells, which developments could adversely affect our customers’ business and result in a corresponding decrease in the need for our services, which could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects. 17 Changes in transportation regulations may increase our costs and negatively impact our results of operations.
Any one or more of these developments may result in our customers having to limit disposal well volumes, disposal rates or locations, or require our customers or third-party disposal well operators that are used to disposals of customers’ wastewater to shut down disposal wells, which developments could adversely affect our customers’ business and result in a corresponding decrease in the need for our services, which could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects. 18 Changes in transportation regulations may increase our costs and negatively impact our results of operations.
A sustained labor shortage, lack of skilled labor force, increased turnover, or labor cost inflation, as a result of general macroeconomic and other factors, could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, which could negatively affect our ability to efficiently staff and operate our equipment, deploy additional assets to meet customer demand, and have other adverse effects on our results of operations and financial condition. 14 Customers and Employees Reliance upon a few large customers may adversely affect our revenue and operating results.
A sustained labor shortage, lack of skilled labor force, increased turnover, or labor cost inflation, as a result of general macroeconomic and other factors, could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, which could negatively affect our ability to efficiently staff and operate our equipment, deploy additional assets to meet customer demand, and have other adverse effects on our results of operations and financial condition. 15 Customers and Employees Reliance upon a few large customers may adversely affect our revenue and operating results.
The marketing of oil, natural gas and NGLs production depends in large part on the availability, proximity and capacity of trucks, pipelines and storage facilities, gas gathering systems and other transportation, processing and refining facilities, as well as the existence of adequate markets.
The marketing of oil, natural gas and NGLs depends in large part on the availability, proximity and capacity of trucks, pipelines and storage facilities, gas gathering systems and other transportation, processing and refining facilities, as well as the existence of adequate markets.
The trend in environmental regulation has been to place more restrictions and limitations on activities that may adversely affect the environment, and thus any changes in environmental laws and regulations or reinterpretation of 18 enforcement policies that result in more stringent and costly regulatory requirements could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects if we are unable to pass on such increased compliance costs to our customers.
The trend in environmental regulation has been to place more restrictions and limitations on activities that may adversely affect the environment, and thus any changes in environmental laws and regulations or reinterpretation of 19 enforcement policies that result in more stringent and costly regulatory requirements could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects if we are unable to pass on such increased compliance costs to our customers.
It is possible that the states, counties and cities in which we operate our business may modify their laws to further reduce truck weight limits or impose curfews or other restrictions on the use of roadways. Such legislation and enforcement efforts could result in delays, and increased costs, in transporting fluids and otherwise conduct our business.
It is possible that the states, counties and cities in which we operate our business may modify their laws to further reduce truck weight limits or impose curfews or other restrictions on the use of roadways. Such legislation and enforcement efforts could result in delays, and increased costs, in transporting fluids and otherwise conducting our business.
Our financial position and results of operations may fluctuate significantly from period to period, based on whether or not significant acquisitions are completed in particular periods. 23 Continued increases in interest rates could adversely impact the price of our shares, our ability to issue equity or incur debt for acquisitions or other purposes.
Our financial position and results of operations may fluctuate significantly from period to period, based on whether or not significant acquisitions are completed in particular periods. 24 Continued increases in interest rates could adversely impact the price of our shares, our ability to issue equity or incur debt for acquisitions or other purposes.
Our technology systems and networks, and those of our vendors, suppliers and other 21 business partners, may become the target of cyberattacks or information security breaches.
Our technology systems and networks, and those of our vendors, suppliers and other business partners, may become the target of cyberattacks or information security breaches.
Additionally, we may announce various targets or product and service offerings in an attempt to improve our sustainability and ESG profile.
Additionally, we may announce various targets or product and service 21 offerings in an attempt to improve our sustainability and ESG profile.
They may also decide that certain opportunities are more appropriate for other entities with which they are affiliated, and as a result, they may elect not to present those opportunities to us. These conflicts may not be resolved in our favor. 26 Item 1B. Unresolved Staff Comments None. 27
They may also decide that certain opportunities are more appropriate for other entities with which they are affiliated, and as a result, they may elect not to present those opportunities to us. These conflicts may not be resolved in our favor. 27 Item 1B. Unresolved Staff Comments None. 28
Decreases to the stringency of regulation of existing natural gas pipelines at either the state or federal level 16 could reduce the demand for our services and could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects.
Decreases to the stringency of regulation of existing natural gas pipelines at either the state or federal level 17 could reduce the demand for our services and could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects.
In recent years, certain states, such as North Dakota and Texas, and certain counties have increased enforcement of weight limits on trucks used to transport raw materials, such as the fluids that we transport in connection with our fluids management services, on their public roads.
Certain states, such as North Dakota and Texas, and certain counties have increased enforcement of weight limits on trucks used to transport raw materials, such as the fluids that we transport in connection with our fluids management services, on their public roads.
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 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 our obligations under the Wells Fargo Revolving Credit Facility.
One or more of these developments could have a material adverse effect on our business, financial condition and results of operation. Moreover, climate change may result in various physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns that could adversely impact us, our customers’, and our suppliers’ operations.
One or more of these developments could have a material adverse effect on our business, financial condition and results of operation. Moreover, climate change may result in various physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns that could adversely impact our customers’and suppliers’ operations.
Sales of substantial amounts of our Class A Common Stock, or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A Common Stock. 24 We may issue preferred stock, the terms of which could adversely affect the voting power or value of our Class A Common Stock.
Sales of substantial amounts of our Class A Common Stock, or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A Common Stock. 25 We may issue preferred stock, the terms of which could adversely affect the voting power or value of our Class A Common Stock.
We may have liability in such cases if we are negligent or commit willful acts.
However, we may have liability in such cases if we are negligent or commit willful acts.
As a result, a natural disaster, severe weather event, or 11 inclement weather conditions could severely disrupt the normal operation of our business and adversely impact our financial condition and results of operations.
As a result, a natural disaster, severe weather event, or 12 inclement weather conditions could severely disrupt the normal operation of our business and adversely impact our financial condition and results of operations.
Further, we may choose to implement or acquire certain new technologies at a substantial cost to support environmental 13 initiatives, respond to competitive pressure, meet new regulatory requirements, or satisfy customer requirements.
Further, we may choose to implement or acquire certain new technologies at a substantial cost to support environmental 14 initiatives, respond to competitive pressure, meet new regulatory requirements, or satisfy customer requirements.
International developments focused on restricting 19 GHG emissions include the United Nations Framework Convention on Climate Change, which includes implementation of the Paris Agreement and the Kyoto Protocol by the signatories.
International developments focused on restricting GHG emissions include the United Nations Framework Convention on Climate Change, which includes implementation of 20 the Paris Agreement and the Kyoto Protocol by the signatories.
Any newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements.
Any material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements.
This may be more likely as we continue to grow, if we experience high employee turnover or labor shortage, or hire inexperienced personnel to bolster our staffing needs. 15 We may be subject to claims for personal injury and property damage, or for catastrophic events, which could materially and adversely affect our financial condition, results of operations and prospects.
This may be more likely as we continue to grow, if we experience high employee turnover or labor shortage, or hire inexperienced personnel to meet our staffing needs. 16 We may be subject to claims for personal injury and property damage, or for catastrophic events, which could materially and adversely affect our financial condition, results of operations and prospects.
The exploration activities of our customers may also be affected during such periods of adverse weather conditions. Additionally, extended drought conditions in our operating regions could impact our ability or our customers’ ability to source sufficient water or increase the cost for such water.
The E&P activities of our customers may also be affected during such periods of adverse weather conditions. Additionally, extended drought conditions in our operating regions could impact our ability or our customers’ ability to source sufficient water or increase the cost for such water.
The table below presents the percentage of revenue, for each respective segment, from our top five customers for the years ended December 31, 2023 and 2022.
The table below presents the percentage of revenue, for each respective segment, from our top five customers for the years ended December 31, 2024 and 2023.
Some environmental laws and regulations may impose strict liability, which means that in some situations we could be exposed to liability even if our conduct was lawful at the time it occurred or the conduct of, or conditions caused by, prior operators or other third parties.
Some environmental laws and regulations may impose strict liability, which means that in some situations we could be exposed to liability even if our conduct was lawful at the time it occurred or the alleged damages resulted from the conduct of, or conditions caused by, prior operators or other third parties.
Certain of our directors, who are responsible for managing the direction of our operations, hold positions of responsibility with other entities (including affiliated entities) that are in the oil and natural gas industry.
Certain of our directors, who are responsible for managing the direction of our operations, hold positions of responsibility with, or are otherwise affiliated with, other entities that are in the oil and natural gas industry.
These executive officers and directors may become aware of business opportunities that may be appropriate for presentation to us as well as to the other entities with which they are or may become affiliated.
These directors may become aware of business opportunities that may be appropriate for presentation to us as well as to the other entities with which they are or may become affiliated.
As of December 31, 2023 and 2022 our total debt was $0.1 million and $18.6 million , respectively. We may also incur additional indebtedness in the future. If we do so, the risks related to our level of debt could intensify.
As of December 31, 2024 and 2023 our total debt was $0.0 million and $0.1 million , respectively. We may also incur additional indebtedness in the future. If we do so, the risks related to our level of debt could intensify.
Our operations are subject to hazards inherent in the oil and natural gas industry, such as, but not limited to, accidents, blowouts, explosions, craterings, fires, oil spills and releases of drilling, completion or fracturing fluids or hazardous materials or pollutants into the environment.
Our operations are subject to hazards inherent in the oil and natural gas industry, such as, but not limited to, accidents, blowouts, unusual or unexpected geological formations or pressures, explosions, craterings, fires, oil spills and releases of drilling, completion or fracturing fluids or hazardous materials or pollutants into the environment.
For more information, see our risk factor titled “Seasonal weather conditions and natural disasters could severely disrupt normal operations and harm our business.” Increased attention to sustainability, environmental, social, and governance (“ESG”) matters and conservation measures may adversely impact our or our customers’ business.
For more information, see our risk factor titled “Seasonal weather conditions, climate change, severe weather events and natural disasters could disrupt normal operations and harm our business.” Increased attention to sustainability, environmental, social, and governance (“ESG”) matters and conservation measures may adversely impact our or our customers’ business.
Reduced demand for oil and natural gas and/or oversupply of oil and natural gas in the market may limit or make up available storage and transportation capacity for our customers’ production.
Reduced demand for oil and natural gas and/or oversupply of oil and natural gas in the market may limit or fill available storage and transportation capacity for our customers’ production.
These conditions can cause: • disruption or suspension of operations; • substantial repair or replacement costs; • personal injury or loss of human life; • significant damage to or destruction of property and equipment; • environmental pollution, including groundwater contamination; • unusual or unexpected geological formations or pressures and industrial accidents; and • substantial revenue loss.
These conditions can cause: • disruption or suspension of operations; • substantial repair or replacement costs; • personal injury or loss of human life; • significant damage to or destruction of property and equipment; • environmental pollution, including groundwater contamination; • industrial accidents; and • substantial revenue loss.
The growth of our business through potential future acquisitions or mergers may expose us to various risks, including those relating to difficulties in identifying suitable, accretive acquisition or merger opportunities and integrating businesses, assets and personnel, as well as difficulties in obtaining financing for targeted acquisitions and the potential for increased leverage or debt service requirements.
The growth of our business through potential future acquisitions or mergers may expose us to various risks, including those relating to difficulties in integrating businesses, assets and personnel, as well as difficulties in obtaining financing for targeted acquisitions and the potential for increased leverage or debt service requirements.
Further, the borrowing base of our Wells Fargo Revolving Credit Facility is dependent upon our receivables, which may be significantly lower in the future due to reduced activity levels or decreases in pricing for our services.
Further, the borrowing base of our Wells Fargo Revolving Credit Facility is dependent upon our receivables and unbilled revenue less certain reserves, which may be significantly lower in the future due to reduced activity levels or decreases in pricing for our services.
However, our Wells Fargo Revolving Credit Facility places certain restrictions on our ability to pay cash dividends on our Class A Common Stock, and, if, in the future, we no longer meet the criteria specified in our Wells Fargo Resolving Credit Facility that allows for cash dividend payments, our ability to pay a dividend will be restricted until such a time that the Company is once again in compliance with the necessary criteria.
However, our Wells Fargo Revolving Credit Facility places certain restrictions on our ability to pay cash dividends on our Class A Common Stock, and, if, in the future, we no longer meet the criteria specified in our Wells Fargo Resolving Credit Facility which allow for cash dividend payments, our ability to pay a dividend will be restricted until we are once again in compliance with the necessary criteria.
We may sell additional shares of Class A Common Stock or preferred stock that is convertible into Class A Common Stock in subsequent public offerings. As of February 29, 2024, we had 22,662,569 shares of Class A Common Stock outstanding, which may be resold immediately in the public market.
We may sell additional shares of Class A Common Stock or preferred stock that is convertible into Class A Common Stock in subsequent public offerings. As of February 28, 2025, we had 22,252,946 shares of Class A Common Stock outstanding, which may be resold immediately in the public market.
The process of integrating an acquired or merged business, including in connection with our corporate reorganization, may involve unforeseen costs and delays or other operational, technical and financial difficulties and may require a significant amount of time and resources.
The process of integrating an acquired or merged business, may involve unforeseen costs and delays or other operational, technical and financial difficulties and may require a significant amount of time and resources.
It is likely that we will continue to derive a significant portion of our revenue from a relatively small number of customers in the future. During the year ended December 31, 2023, two customers accounted for approximately 10% each of our consolidated revenues.
It is likely that we will continue to derive a significant portion of our revenue from a relatively small number of customers in the future. During the year ended December 31, 2024, four customers accounted for approximately 22%, 13%, 13% and 11%, respectively, each of our consolidated revenues.
For example, to the extent species that are listed under the Endangered Species Act or similar state laws, or are protected under the Migratory Bird Treaty Act, or the designation of previously unprotected species as threatened or endangered in areas where we or our customers operate could cause us or our customers to incur increased costs arising from species protection measures and could result in delays or limitations in our or our customers’ performance of operations, which could adversely affect or reduce demand for our services.
For example, to the extent that species are listed under the Endangered Species Act or similar state laws, or are protected under the Migratory Bird Treaty Act, previously unprotected species are designated as threatened or endangered in areas where we or our customers operate, we or our customers could incur increased costs and could face delays or limitations in our or their operations, which could adversely affect or reduce demand for our services.
As long as CSL owns a large portion of our voting stock, it may be able to significantly influence the election of the Board of Directors and the outcome of all matters involving a stockholder vote.
CSL and its affiliates beneficially own an aggregate of approximately 16% of the outstanding shares of our Class A Common Stock. As long as CSL owns a large portion of our voting stock, it may be able to significantly influence the election of the Board of Directors and the outcome of all matters involving a stockholder vote.
In the United States, no comprehensive climate change legislation has been implemented at the federal level. However, there are a number of proposed federal initiatives for climate change legislation that may be passed into law. Moreover, following the U.S.
However, there are a number of proposed federal initiatives for climate change legislation that may be passed into law. Moreover, following the U.S.
Year Ended December 31, 2023 2022 High Specification Rigs 49 % 55 % Wireline Services 25 % 16 % Processing Solutions and Ancillary Services 26 % 29 % Consolidated 43 % 36 % Our customers may be forced to curtail or shut in production due to a lack of storage capacity.
Year Ended December 31, 2024 2023 High Specification Rigs 48 % 31 % Wireline Services 9 % 5 % Processing Solutions and Ancillary Services 8 % 7 % Consolidated 65 % 43 % Our customers may be forced to curtail or shut in production due to a lack of storage capacity.
A lack of capital could result in a decrease in our operations, subject us to claims of breach under customer and supplier contracts and may force us to sell some of our assets or issue additional equity on an untimely or unfavorable basis, each of which could adversely affect our business, financial condition, results of operations and cash flows.
A lack of capital could result in a decrease in our operations, subject us to claims of breach under customer and supplier contracts and may force us to sell some of our assets or issue additional equity on an untimely or unfavorable basis, each of which could adversely affect our business, financial condition, results of operations and cash flows. 23 Our Wells Fargo Revolving Credit Facility contains certain financial and other restrictive covenants, including a minimum fixed charge coverage ratio during certain testing periods.
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 is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable less certain reserves. The Company’s eligible accounts receivable serve as collateral for the borrowings under the Wells Fargo Revolving Credit Facility, which is scheduled to mature on May 31, 2028.
The Legacy Owners and the Bridge Loan Lenders are parties to a registration rights agreement, which requires us to affect the registration of any shares of Class A Common Stock held by a Legacy Owner or Bridge Loan Lender or that a Legacy Owner or Bridge Loan Lender receives upon redemption of its shares of Class B Common Stock.
The Legacy Owners and the certain other entities are parties to a registration rights agreement, which requires us to affect the registration of any shares of Class A Common Stock held by them or which they receive upon redemption of any shares of Class B Common Stock that they may hold.
As a result, our operations as well as the operations of our oil and natural gas exploration and production customers are subject to a series of regulatory, political, litigation, and financial risks associated with the production and processing of fossil fuels and emission of GHG.
As a result, our operations as well as the operations of our oil and natural gas E&P customers are subject to a series of regulatory, political, litigation, and financial risks associated with the production and processing of fossil fuels and emission of GHG. In the United States, no comprehensive climate change legislation has been implemented at the federal level.
We cannot ensure that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.
We cannot ensure that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses. Our Wells Fargo Revolving Credit Facility places certain restrictions on our ability to pay cash dividends on our Class A Stock.
As a result, our renouncing our interest and expectancy in any business opportunity that may be from time to time presented to CSL, Bayou Holdings and their respective affiliates could adversely impact our business or prospects if attractive business opportunities are procured by such parties for their own benefit rather than for ours.
If attractive business opportunities are procured by such parties for their own benefit rather than for ours, it could adversely impact our business or prospects. CSL owns a significant portion of our voting stock, and their interests may conflict with those of our other stockholders.
Removed
Our Wells Fargo Revolving Credit Facility contains certain financial and other restrictive covenants, including a certain minimum fixed charge coverage ratio during certain testing periods. The Wells Fargo Revolving Credit Facility is 22 subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable less certain reserves.
Added
On May 31, 2023, we entered into a Credit Agreement with Wells Fargo Bank, N.A., which provides a secured, revolving credit facility (the “Wells Fargo Revolving Credit Facility.”) in an aggregate principal amount of up to $75.0 million.
Removed
Our failure to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements and cause us to fail to meet our reporting obligations.
Removed
Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our Class A Common Stock. Our Wells Fargo Revolving Credit Facility places certain restrictions on our ability to pay cash dividends on our Class A Stock.
Removed
We cannot predict whether investors will find our common stock less attractive because we are no longer able to rely upon any certain reduced disclosure requirements and exemptions. If some investors find our common stock less attractive, there may be a less active trading market for our common stock and our stock price may be more volatile.
Removed
CSL owns a significant portion of our voting stock, and their interests may conflict with those of our other stockholders. CSL and its affiliates beneficially own an aggregate of approximately 17% of the outstanding shares of our Common Stock.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Our risk assessment process involves periodic vulnerability assessments and monitoring of emerging threats. Our policies and procedures are designed to ensure compliance with relevant regulations, to consider industry practices, and we periodically review and update them to address evolving cybersecurity risks. In the event of a cybersecurity incident, we have an incident response plan in place.
Our risk assessment process involves periodic vulnerability assessments and monitoring of emerging threats. Our policies and procedures are designed to ensure compliance with relevant regulations and to consider industry practices, and we periodically review and update them to address evolving cybersecurity risks. In the event of a cybersecurity incident, we have an incident response plan in place.
Item 1C. Cybersecurity We recognize the critical importance of cybersecurity in safeguarding sensitive information, protecting our stakeholders, and maintaining customer trust. Our approach to managing cybersecurity risks, which includes periodic risk assessments, implementing and overseeing governance and policies, an incident response plan, ongoing training and awareness programs, and a commitment to continuous improvement.
Item 1C. Cybersecurity We recognize the critical importance of cybersecurity in safeguarding sensitive information, protecting our stakeholders, and maintaining customer trust. Our approach to managing cybersecurity risks, includes periodic risk assessments, implementing and overseeing governance and policies, an incident response plan, ongoing training and awareness programs, and a commitment to continuous improvement.
Our goal is to try to stay ahead of emerging threats and maintain the highest level of cybersecurity resilience. In conclusion, by prioritizing cybersecurity, we aim to protect the interests of our stakeholders, promote business continuity, and uphold the trust that our customers place in us.
Our goal is to stay ahead of emerging threats and maintain the highest level of cybersecurity resilience. In conclusion, by prioritizing cybersecurity, we aim to protect the interests of our stakeholders, promote business continuity, and uphold the trust that our customers place in us.
Notwithstanding the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. While the Company maintains cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. See Item 1A. “Risk Factors” for a discussion of cybersecurity risks. 28
Notwithstanding the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. While the Company maintains cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. See Item 1A. “Risk Factors” for a discussion of cybersecurity risks. 29

Item 2. Properties

Properties — owned and leased real estate

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As of December 31, 2023, we owned or leased maintenance facilities, yards and field offices around the U.S. and our material properties include the following: Facility Location and Description Size of Location* Leased / Owned Lease Expiration High Specification Rigs (square feet) (acres) Milliken, Colorado 131,390 23.0 Leased 2036 Williston, North Dakota 11,100 5.0 Leased 2029 Pleasanton, Texas 23,325 15.9 Leased 2027 Wharton, Texas 4,200 4.0 Leased ** Artesia, New Mexico 5,368 1.7 Leased ** Hobbs, New Mexico 25,950 4.5 Owned *** Belfield, North Dakota 34,280 34.5 Owned *** Denver City, Texas 23,000 60.4 Owned *** Midland, Texas 14,000 16.7 Owned *** Midland, Texas 47,000 25.9 Owned *** Odessa, Texas 17,500 1.3 Owned *** Andrews, Texas 15,341 39.3 Owned *** Wireline Services Midland, Texas 36,320 12.0 Leased 2027 Williston, North Dakota 71,239 13.8 Leased 2027 Casper, Wyoming 12,950 3.2 Leased ** Processing Solutions and Ancillary Services Milliken, Colorado 131,390 23.3 Leased 2036 Ft.
As of December 31, 2024, we owned or leased maintenance facilities, yards and field offices around the U.S. and our material properties included the following: Facility Location and Description Size of Location* Leased / Owned Lease Expiration High Specification Rigs (square feet) (acres) Milliken, Colorado 131,390 23.0 Leased 2036 Williston, North Dakota 11,100 5.0 Leased 2029 Pleasanton, Texas 23,325 15.9 Leased 2027 Wharton, Texas 1,600 13.6 Leased 2028 Artesia, New Mexico 5,368 1.7 Leased ** Hobbs, New Mexico 25,950 4.5 Owned *** Belfield, North Dakota 34,280 34.5 Owned *** Denver City, Texas 23,000 60.4 Owned *** Midland, Texas 14,000 16.7 Owned *** Midland, Texas 47,000 25.9 Owned *** Odessa, Texas 17,500 1.3 Owned *** Andrews, Texas 15,341 39.3 Owned *** Wireline Services Midland, Texas 36,320 12.0 Leased 2027 Williston, North Dakota 71,239 13.8 Leased 2027 Casper, Wyoming 12,950 3.2 Leased ** Processing Solutions and Ancillary Services Milliken, Colorado 131,390 23.3 Leased 2036 Ft.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Mine Safety Disclosure Not applicable. 29 PART II
Mine Safety Disclosure Not applicable. 30 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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This is based on the closing price of $10.23 of Ranger Energy Services, Inc.’s Class A Common Stock on the New York Stock Exchange as of December 31, 2023. 30 Stock Performance Graph The graph below presents a comparison of the cumulative total return on our Class A Common Stock, assuming $100 was invested on December 31, 2018 in each of the Company’s Class A Common Stock. the NYSE Composite Index and a self- determined peer group, which includes RPC, Inc., ProPetro Holding Corp., Select Water Solutions, Inc., Oil States International, Inc., KLX Energy Services Holdings, Inc., Dril-Quip, Inc., Mammoth Energy Services, Inc., Solaris Oilfield Infrastructure, Inc., and NINE Energy Service, Inc.
This is based on the closing price of $15.48 of Ranger Energy Services, Inc.’s Class A Common Stock on the New York Stock Exchange as of December 31, 2024. 31 Stock Performance Graph The graph below presents a comparison of the cumulative total return on our Class A Common Stock, assuming $100 was invested on December 31, 2019 in each of the Company’s Class A Common Stock. the NYSE Composite Index and a self-determined peer group, which includes RPC, Inc., ProPetro Holding Corp., Select Water Solutions, Inc., Oil States International, Inc., KLX Energy Services Holdings, Inc., Innovex International, Inc., Mammoth Energy Services, Inc., Solaris Oilfield Infrastructure, Inc., and NINE Energy Service, Inc..
(3) As of December 31, 2023, the maximum number of shares that may yet be purchased under the plan is 1,549,992 shares of Class A Common Stock.
(2) As of December 31, 2024, the maximum number of shares that may yet be purchased under the plan is 3,259,484 shares of Class A Common Stock.
Period Total Number of Shares Repurchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs (3) October 1, 2023 - October 31, 2023 474 $ 13.94 — 2,272,778 November 1, 2023 - November 30, 2023 326,100 10.47 326,100 2,356,237 December 1, 2023 - December 31, 2023 698,400 10.19 698,400 1,549,992 Total 1,024,974 $ 10.28 1,024,500 1,549,992 _________________________ (1) Total number of shares repurchased in the fourth quarter of 2023 consists of 1,024,974 shares of Class A Common Stock, at an average price paid per share of $10.28, withheld by the Company in satisfaction of withholding taxes due upon the vesting of restricted shares granted to our employees under the Ranger Energy Services, Inc. 2017 Long-Term Incentive Plan and 1,024,500 shares of Class A Common Stock, at an average price paid per share of $10.28, repurchased pursuant to the repurchase program that was announced on March 7, 2023.
Period Total Number of Shares Repurchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs (2) October 1, 2024 - October 31, 2024 474 $ 12.28 — 3,887,273 November 1, 2024 - November 30, 2024 — — — 3,057,988 December 1, 2024 - December 31, 2024 — — — 3,259,484 Total 474 $ 12.28 — 3,259,484 _________________________ (1) Total number of shares repurchased in the fourth quarter of 2024 consists of 474 shares of Class A Common Stock, at an average price paid per share of $12.28, withheld by the Company in satisfaction of withholding taxes due upon the vesting of restricted shares granted to our employees under the Ranger Energy Services, Inc. 2017 Long-Term Incentive Plan.
The duration of the share repurchase program is 36 months and may be accelerated, suspended or discontinued at any time without notice. The following table provides information with respect to Class A Common Stock purchases made by the Company during the three months ended December 31, 2023.
The following table provides information with respect to Class A Common Stock purchases made by the Company during the three months 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 from time to time on the open market or through privately negotiated transactions.
On March 4, 2024, the Company announced that its Board of Directors approved an additional share repurchase program authorization of $50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value, allowing the Company to utilize the expanded $50.0 million of approved capacity through March 4, 2027.
Market for Registrant's Common Equity, Related Stockholders' Matters and Issuer Purchases of Equity Securities Market Information Our Class A Common Stock is listed on the NYSE under the symbol “RNGR.” We have a significant number of beneficial stockholders or stockholders whose shares are held in “street name,” where such shares are held by a broker or other nominee, thereby increasing the number holders of record.
Item 5. Market for Registrant's Common Equity, Related Stockholders' Matters and Issuer Purchases of Equity Securities Market Information Our Class A Common Stock is listed on the NYSE under the symbol “RNGR.” As of February 28, 2025, there were approximately 78 stockholders of record of our Class A Common Stock.
The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.
For the year ended December 31, 2024, the Company paid quarterly cash dividends totaling $0.20 per share of Class A Common Stock, compared to $0.10 per share paid for the year ended December 31, 2023. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.
Removed
As of February 29, 2024, there were approximately 90 stockholders of record of our Class A Common Stock. On March 7, 2023, the Board of Directors announced an intention to initiate a quarterly dividend of $0.05 per share during the year.
Added
We have a significant number of beneficial stockholders or stockholders whose shares are held in “street name,” where such shares are held by a broker or other nominee, and therefore the actual number of stockholder is considerably greater than the number of stockholders of record.
Removed
The Board of Directors approved the initiation of the quarterly dividend, which first 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.
Removed
(2) As of December 31, 2023, an aggregate of 1,806,000 shares of Class A Common Stock were purchased for a total of $19.3 million, net of tax since the inception of the repurchase plan announced on March 7, 2023.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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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 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 the covenants of our debt agreements.
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.
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.
Key assumptions used to determine the undiscounted future cash flows include estimates of future fleet utilization and demands based on our assumptions around future commodity prices and capital expenditures of our customers. 41 Income Taxes Policy description The Company provides for income tax expense based on the liability method of accounting for income taxes.
Key assumptions used to determine the undiscounted future cash flows include estimates of future fleet utilization and demands based on our assumptions around future commodity prices and capital expenditures of our customers. Income Taxes Policy description The Company provides for income tax expense based on the liability method of accounting for income taxes.
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.
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 41 lives. To the extent the expenditures extends the expected useful life, these expenditures are capitalized and depreciated over the extended useful life.
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 42 upon the uncertainty of the realization of certain federal and state deferred tax assets related to net operating loss carryforwards and other tax attributes.
Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income determined in accordance with U.S. GAAP.
Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income (loss) determined in accordance with U.S. GAAP.
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.
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 throughout the Permian, Denver-Julesburg and Powder River Basins and the Bakken Shale.
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.
See “—Results of Operations” and “—Note Regarding Non‑GAAP Financial Measure” for more information and reconciliations of net 34 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. GAAP”).
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 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.
Based on its assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023. For further information, please see “Part II, Item 9A.
Based on its assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024. For further information, please see “Part II, Item 9A.
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 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 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 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.
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, 2023 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).
Internal Controls and Procedures 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).
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. The weighted average interest rate for the loan was approximately 7.0% for the year ended December 31, 2023.
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.
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.
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.
GAAP”). 33 Results of Operations The Year Ended December 31, 2023 compared to the Year Ended December 31, 2022 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.
Results of Operations The Year Ended December 31, 2024 compared to the Year Ended December 31, 2023 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 (in millions).
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.
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 “Part II, Item 8.
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.
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.
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. GAAP. The Year Ended December 31, 2023 compared to The Year Ended December 31, 2022 The following is an analysis of our Adjusted EBITDA. See “Item 1.
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. GAAP. The Year Ended December 31, 2024 compared to The Year Ended December 31, 2023 The following is an analysis of our Adjusted EBITDA. See “Part II, Item 8.
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.
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.
High Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total Year Ended December 31, 2023 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 36 High Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total Year Ended December 31, 2022 Net income (loss) $ 34.3 $ 7.6 $ 20.2 $ (47.0) $ 15.1 Interest expense, net — — — 7.3 7.3 Tax expense — — — 0.9 0.9 Depreciation and amortization 26.2 11.0 5.3 1.9 44.4 EBITDA 60.5 18.6 25.5 (36.9) 67.7 Equity based compensation — — — 3.8 3.8 Gain on disposal of property and equipment — — — (0.7) (0.7) Severance and reorganization costs — — — 1.6 1.6 Acquisition related costs — — — 7.9 7.9 Legal fees and settlements — — — 1.5 1.5 Impairment of fixed assets — — — 1.3 1.3 Gain on bargain purchase, net of tax — — — (3.6) (3.6) Adjusted EBITDA $ 60.5 $ 18.6 $ 25.5 $ (25.1) $ 79.5 High Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total Variance ($) Net income (loss) $ 9.7 $ (0.5) $ (4.7) $ 4.2 $ 8.7 Interest expense, net — — — (3.8) (3.8) Tax expense — — — 6.3 6.3 Depreciation and amortization (6.1) 0.3 1.6 (0.3) (4.5) EBITDA 3.6 (0.2) (3.1) 6.4 6.7 Equity based compensation — — — 1.0 1.0 Loss on retirement of debt — — — 2.4 2.4 Gain on disposal of property and equipment — — — (1.1) (1.1) Severance and reorganization costs — 1.7 — (1.2) 0.5 Acquisition related costs — — — (5.8) (5.8) Legal fees and settlements — — — (1.5) (1.5) Impairment of fixed assets — — — (0.9) (0.9) Gain on bargain purchase, net of tax — — — 3.6 3.6 Adjusted EBITDA $ 3.6 $ 1.5 $ (3.1) $ 2.9 $ 4.9 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.
High Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total Year Ended December 31, 2024 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 37 High Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total Year Ended December 31, 2023 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 High Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total Variance ($) Net income (loss) $ 2.8 $ (15.6) $ 2.3 $ 5.1 $ (5.4) Interest expense, net — — — (0.9) (0.9) Tax expense — — — 0.4 0.4 Depreciation and amortization 2.1 0.1 1.7 0.3 4.2 EBITDA 4.9 (15.5) 4.0 4.9 (1.7) Equity based compensation — — — 1.0 1.0 Loss on retirement of debt — — — (2.4) (2.4) Gain on disposal of property and equipment — — — (0.4) (0.4) Severance and reorganization costs 0.9 (1.1) 0.2 (0.3) (0.3) Acquisition related costs 0.4 — — (2.0) (1.6) Legal fees and settlements 0.2 — — 0.1 0.3 Impairment of fixed assets — — — (0.4) (0.4) Adjusted EBITDA $ 6.4 $ (16.6) $ 4.2 $ 0.5 $ (5.5) 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 borrowings of the Wells Fargo Revolving Credit Facility, therefore, will be classified as Long-term debt, current portion on the Condensed Consolidated Balance Sheet. Under the Wells Fargo Revolving Credit Facility, the total loan capacity is $72.6 million, which is based on a borrowing base certificate in effect as of December 31, 2023.
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.
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”). 39 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.
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, 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”).
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. A significant portion of these expenses are variable, and therefore typically managed based on industry conditions and demand for our services.
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.
Financial Metrics How we Generate Revenue 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.
Financial Metrics How We Generate Revenue 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.
The change by segment was as follows: High Specification Rigs. High Specification Rigs Adjusted EBITDA increased $3.6 million to $64.1 million from $60.5 million primarily due to an increase in revenue of $20.1 million partially offset by an increase in cost of services of $16.5 million. Wireline Services.
The change by segment was as follows: High Specification Rigs. High Specification Rigs Adjusted EBITDA increased $6.4 million to $70.5 million from $64.1 million primarily due to an increase in revenue of $22.8 million partially offset by an increase in cost of services of $17.9 million. Wireline Services.
Please read “Cautionary Statement Regarding Forward‑Looking Statements” and he risk factors described under “Part I, Item 1A.-Risk Factors” for more details. 31 2023 Business Update Business Outlook We are a provider of onshore high specification well service rigs and complementary services in the United States.
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 32 Business Outlook We are a provider of onshore high specification well service rigs and complementary services in the United States. We provide an extensive range of well site services to leading U.S.
Additionally, the Company paid approximately $1.4 million in interest related to debt and finance leased assets. 38 Working Capital Our working capital, which we define as total current assets less total current liabilities, was $66.4 million and $65.6 million as of December 31, 2023 and 2022, respectively.
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. 39 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.
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. The change in revenue by segment was as follows: High Specification Rigs.
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: High Specification Rigs.
In addition, 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 2023 insurance renewal.
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. The initial maturity date was September 25, 2024, with provisions for automatic annual renewal related to the same insurance policy.
Our primary sources of liquidity have historically been cash generated from operations and borrowings under our credit facilities. As of December 31, 2023, we had total liquidity of $85.1 million, consisting of $15.7 million of cash on hand and availability under our Wells Fargo Revolving Credit Facility of $69.4 million.
Our primary sources of liquidity have historically been cash generated from operations and borrowings under our credit facilities. 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.
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.
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.
Controls and Procedures.” How We Evaluate Our Operations We provide services within the United States that are organized into three reporting segments, which include: 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.
Controls and Procedures.” How We Evaluate Our Operations 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.
Financial Information—Note 15—Segment Reporting” and “—Results of Operations” for further details (in millions).
Financial Statements and Supplementary Data—Note 16—Segment Reporting” and “—Results of Operations” for further details (in millions).
For further details, see “— Debt Agreements.” Cash Flows The following table presents our cash flows for the periods indicated: Year Ended December 31, Variance 2023 2022 $ % (in millions) Net cash provided by operating activities $ 90.8 $ 44.5 $ 46.3 104 % Net cash provided by (used in) investing activities (29.7) 11.3 (41.0) (363) % Net cash used in financing activities (49.1) (52.7) 3.6 7 % Net change in cash $ 12.0 $ 3.1 $ 8.9 287 % 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.
For further details, see “— Debt Agreements.” Cash Flows The following table presents our cash flows for the periods indicated: Year Ended December 31, Variance 2024 2023 $ % (in millions) Net cash provided by operating activities $ 84.5 $ 90.8 $ (6.3) (7) % 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 % Net change in cash $ 25.2 $ 12.0 $ 13.2 110 % Operating Activities 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.
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.
A comprehensive discussion of each of our reporting segments is included below in the section titled “How We Evaluate Our Operations.” 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.
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.
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 could be utilized for up to 36 months.
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.
Stage counts represent the number of completed stages during the periods presented for the completion service line within our Wireline Services segment.
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. Additionally, we serve to assist our customers in decommissioning wells at the end of their economic life.
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.
Management believes that the following accounting estimates are those most critical to fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. 40 Property and Equipment Policy description Property and equipment is stated at cost or estimated fair market value at the acquisition date less accumulated depreciation.
Management believes that the following accounting estimates are those most critical to fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain.
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.
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.
Provides services necessary to bring and maintain a well on production and consists of our completion, production and pump down service lines. • Processing Solutions and Ancillary Services. Provides complimentary services often utilized in conjunction with our High Specification Rigs and Wireline Services segments.
Provides high specification well service rigs to facilitate operations throughout the life cycle of a well. • Wireline Services. Provides services necessary to bring and maintain a well on production and consists of our completion, production and pump down service lines. • Processing Solutions and Ancillary Services.
Financing Activities Net cash flows used in financing activities decreased $3.6 million, or 7%, to cash used of $49.1 million for the year ended December 31, 2023 compared $52.7 million for the year ended December 31, 2022.
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 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.
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.
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.
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 services primarily include equipment rentals, coil tubing, plug and abandonment, snubbing and processing solutions. • Other. 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.
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.
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.
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.
Year Ended December 31, Variance 2023 2022 $ % Revenue High specification rigs $ 313.3 $ 293.2 $ 20.1 7 % Wireline Services 199.1 197.0 2.1 1 % Processing Solutions and Ancillary Services 124.2 118.3 5.9 5 % Total revenue 636.6 608.5 28.1 5 % Operating expenses Cost of services (exclusive of depreciation and amortization): High specification rigs 249.2 232.7 16.5 7 % Wireline Services 180.7 178.4 2.3 1 % Processing Solutions and Ancillary Services 101.8 92.8 9.0 10 % Total cost of services 531.7 503.9 27.8 6 % General and administrative 29.5 39.9 (10.4) (26) % Depreciation and amortization 39.9 44.4 (4.5) (10) % Impairment of fixed assets 0.4 1.3 (0.9) (69) % Gain on sale of assets (1.8) (0.7) (1.1) (157) % Total operating expenses 599.7 588.8 10.9 2 % Operating income 36.9 19.7 17.2 (87) % Other (income) expenses Interest expense, net 3.5 7.3 (3.8) (52) % 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 % Income before income tax expense 31.0 16.0 15.0 94 % Income tax expense 7.2 0.9 6.3 700 % Net income $ 23.8 $ 15.1 $ 8.7 58 % Revenue .
Year Ended December 31, Variance 2024 2023 $ % Revenue High Specification Rigs $ 336.1 $ 313.3 $ 22.8 7 % Wireline Services 110.2 199.1 (88.9) (45) % Processing Solutions and Ancillary Services 124.8 124.2 0.6 — % Total revenue 571.1 636.6 (65.5) (10) % Operating expenses Cost of services (exclusive of depreciation and amortization): High Specification Rigs 267.1 249.2 17.9 7 % Wireline Services 107.3 180.7 (73.4) (41) % Processing Solutions and Ancillary Services 98.4 101.8 (3.4) (3) % Total cost of services 472.8 531.7 (58.9) (11) % General and administrative 27.8 29.5 (1.7) (6) % Depreciation and amortization 44.1 39.9 4.2 11 % Impairment of fixed assets — 0.4 (0.4) (100) % Gain on sale of assets (2.2) (1.8) (0.4) (22) % Total operating expenses 542.5 599.7 (57.2) (10) % Operating income 28.6 36.9 (8.3) (22) % Other expenses Interest expense, net 2.6 3.5 (0.9) (26) % Loss on debt retirement — 2.4 (2.4) (100) % Total other expenses 2.6 5.9 (3.3) (56) % Income before income tax expense 26.0 31.0 (5.0) (16) % Income tax expense 7.6 7.2 0.4 6 % Net income $ 18.4 $ 23.8 $ (5.4) (23) % Revenue .
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.
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. 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.
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.
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.
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: 32 • High Specification Rigs. Provides high specification well service rigs to facilitate operations throughout the life cycle of a well. • Wireline Services.
The reportable segments have been categorized based on the nature of services provided within each line of business. 33 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.
Costs of Conducting Our Business The principal costs associated with conducting our business are personnel, repairs and maintenance, general and administrative, and depreciation expense. Cost of Services.
The rates for which the customer is billed is generally predetermined based upon a contractual agreement. Costs of Conducting Our Business The principal costs associated with conducting our business are personnel, repairs and maintenance, general and administrative, and depreciation expense. Cost of Services.
Assets under finance lease obligations and leasehold improvements are amortized over the shorter of the lease term or their respective estimated useful lives. Depreciation does not begin until property and equipment is placed in service. Once placed in service, depreciation on property and equipment continues while being repaired, refurbished or between periods of deployment.
Expenditures for major renewals and betterments are capitalized while expenditures for maintenance and repairs are charged to expenses as incurred. Assets under finance lease obligations and leasehold improvements are amortized over the shorter of the lease term or their respective estimated useful lives. Depreciation does not begin until property and equipment is placed in service.
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.
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, repair and maintenance, and travel costs of $11.4 million, $3.2 million and $2.6 million, respectively.
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.
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.
Judgments and assumptions 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.
Once placed in service, depreciation on property and equipment continues while being repaired, refurbished or between periods of deployment. Judgments and assumptions 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.
Supplemental Cash Flow Disclosures During the year ended December 31, 2023, the Company added fixed assets of $10.0 million and $1.1 million primarily related to finance leased assets and asset trades, respectively, across all operating segments.
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.
Income tax expense increased $6.3 million, or 700%, to $7.2 million for the year ended December 31, 2023 from $0.9 million for the year ended December 31, 2022. The increase in income tax expense was attributable to the increased operational activity during the year ended December 31, 2023. Net Income.
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 resulted from a one-time discreet benefit recorded during the year ended December 31, 2023. Net Income.
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.
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.
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. Debt under the Credit Agreement is secured by a lien on substantially all of the Company’s assets.
Increasing cash balances contributed most significantly to the working capital increase year over year. Debt Agreements Wells Fargo Bank, N.A. Credit Agreement 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.
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.
Investing Activities 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 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.
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 (“FCCR”) of greater than 1.0 as of December 31, 2024, which is applicable only under certain borrowing levels.
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.
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.
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. 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.
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.
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. As a percentage of revenue, cost of services was approximately 84% and 83% for the years ended December 31, 2023 and 2022, respectively.
Cost of services (exclusive of depreciation and amortization). 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.
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.
A substantial portion of our labor costs is attributable to our field crews and is partly variable based on the requirements of specific customers. General & Administrative. General and administrative expenses are corporate in nature and are included within Other.
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.
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.
High Specification Rig revenue increased $20.1 million, or 7%, to $313.3 million for the year ended December 31, 2023 from $293.2 million for the year ended December 31, 2022. 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.
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 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.
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.
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. Processing Solutions and Ancillary Services.
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.
General and administrative expenses are corporate in nature and are included within Other. These costs include the majority of centrally-located company management and administrative personnel and are not attributable to any of our lines of businesses nor reporting segments.
These costs include the majority of centrally-located company management and administrative personnel and are not attributable to any of our lines of businesses nor reporting segments. Operating Income or Loss We analyze our operating income or loss by segment, which we have defined as revenue less cost of services and depreciation expense.
Depreciation is charged to expense on the straight‑line basis over the estimated useful life of each asset, with estimated useful lives reviewed by management on an annual basis. Expenditures for major renewals and betterments are capitalized while expenditures for maintenance and repairs are charged to expenses as incurred.
Property and Equipment Policy description Property and equipment is stated at cost or estimated fair market value at the acquisition date less accumulated depreciation. Depreciation is charged to expense on the straight‑line basis over the estimated useful life of each asset, with estimated useful lives reviewed by management on an annual basis.
General and administrative expenses decreased $10.4 million, or 26%, to $29.5 million for the year ended December 31, 2023 from $39.9 million for the year ended December 31, 2022.
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.
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. 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.
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, 2023 and 2024, the Company placed significant focus on acquiring and integrating assets and associated operations, described below, into current business processes.
The balances 37 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. Liquidity and Capital Resources Overview We require capital to fund ongoing operations, including maintenance expenditures on our existing fleet and equipment, organic growth initiatives, investments and acquisitions.
The year over year reduction is attributable to certain reduced personnel costs and professional fees. 38 Liquidity and Capital Resources Overview We require capital to fund ongoing operations, including maintenance expenditures on our existing fleet and equipment, organic growth initiatives, investments and acquisitions.
Operating Income or Loss 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. The CODM primarily uses Adjusted EBITDA to assess segment profitability and make resource allocation decisions.
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.
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.
The increased costs largely correspond with the increase in revenues as inflationary pressures on costs continued during the year. 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.
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.
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.
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.
The change in cost of services by segment was as follows: High Specification Rigs. High Specification Rig cost of services increased $16.5 million, or 7%, to $249.2 million for the year ended December 31, 2023 from $232.7 million for the year ended December 31, 2022.
As a percentage of revenue, cost of services was approximately 83% and 84% for the years ended December 31, 2024 and 2023, respectively. The change in cost of services by segment was as follows: High Specification Rigs.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Industry conditions are influenced by numerous factors over which we have no control, including, but not limited to: the supply of and demand for oil and natural gas; the level of prices, and expectations about future prices of oil and natural gas; the cost of exploring for, developing, producing and delivering oil and natural gas; the expected rates of declining current production; the discovery rates of new oil and natural gas reserves; available pipeline and other transportation capacity; weather conditions; domestic and worldwide economic conditions; political instability in oil‑producing countries; environmental regulations; technical advances affecting energy consumption; the price and availability of alternative fuels; the ability of oil and natural gas producers to raise equity capital and debt financing; and merger and divestiture activity among oil and natural gas producers. 42 Interest Rate Risk We are exposed to interest rate risk, primarily associated with our Wells Fargo Revolving Credit Facility and Financing Agreement.
Industry conditions are influenced by numerous factors over which we have no control, including, but not limited to: the supply of and demand for oil and natural gas; the level of prices, and expectations about future prices of oil and natural gas; the cost of exploring for, developing, producing and delivering oil and natural gas; the expected rates of declining current production; the discovery rates of new oil and natural gas reserves; available pipeline and other transportation capacity; weather conditions; domestic and worldwide economic conditions; political instability in oil‑producing countries; environmental regulations; technical advances affecting energy consumption; the price and availability of alternative fuels; the ability of oil and natural gas producers to raise equity capital and debt financing; and merger and divestiture activity among oil and natural gas producers.
Within our High Specification Rig segment, the top three net trade receivable balances represented 20%, 20% and 12%, respectively, of total High Specification Rig net accounts receivable. Within our Wireline Services segment, the top three net trade receivable balances represented 13%, 10% and 10%, respectively, of total Wireline Services net accounts receivable.
Within our High Specification Rig segment, the top three net trade receivable balances represented 40%, 24% and 10%, respectively, of total High Specification Rig net accounts receivable. Within our Wireline Services segment, the top three net trade receivable balances represented 27%, 13% and 13%, respectively, of total Wireline Services net accounts receivable.
Credit Risk The majority of our trade receivables have payment terms of 30 days or less. As of December 31, 2023, the top three trade net receivable balances represented 14%, 13% and 7%, respectively, of consolidated accounts receivable.
We do not engage in derivative transactions for speculative or trading purposes. Credit Risk The majority of our trade receivables have payment terms of 30 days or less. As of December 31, 2024, the top three trade net receivable balances represented 31%, 20% and 8%, respectively, of consolidated accounts receivable.
Commodity Price Risk The market for our services is indirectly exposed to fluctuations in the prices of oil and natural gas to the extent such fluctuations impact the activity levels of our E&P customers. Any prolonged substantial reduction in oil and natural gas prices would likely affect oil and natural gas production levels and therefore affect demand for our services.
We mitigate the associated credit risk by performing credit evaluations and monitoring the payment patterns of our customers. 43 Commodity Price Risk The market for our services is indirectly exposed to fluctuations in the prices of oil and natural gas to the extent such fluctuations impact the activity levels of our E&P customers.
Within our Processing Solutions and Ancillary Services segment, the top three trade receivable balances represented 15%, 13% and 11%, respectively, of total Processing Solutions and Ancillary Services net accounts receivable. We mitigate the associated credit risk by performing credit evaluations and monitoring the payment patterns of our customers.
Within our Processing Solutions and Ancillary Services segment, the top three trade receivable balances represented 21%, 10% and 10%, respectively, of total Processing Solutions and Ancillary Services net accounts receivable.
As of December 31, 2023, the Company had no debt outstanding under the Wells Fargo Revolving Credit Facility, with a weighted average interest rate of 7.0%. We do not currently hedge our interest rate exposure. We do not engage in derivative transactions for speculative or trading purposes.
As of December 31, 2024, the Company did not have any borrowings under the Wells Fargo Revolving Credit Facility and therefore a hypothetical 1.0% increase or decrease in the weighted average interest rate would increase or decrease interest expense by less than $0.1 million per year. We do not currently hedge our interest rate exposure.
We do not currently intend to hedge our indirect exposure to commodity price risk. 43
Any prolonged substantial reduction in oil and natural gas prices would likely affect oil and natural gas production levels and therefore affect demand for our services. We do not currently intend to hedge our indirect exposure to commodity price risk. 44
Added
Interest Rate Risk We are exposed to interest rate risk, primarily associated with our Wells Fargo Revolving Credit Facility, to fund operations.

Other RNGR 10-K year-over-year comparisons