rngr-20230331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-38183

RANGER ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)


Delaware			81-5449572
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

10350 Richmond, Suite 550

Houston, Texas 77042

(Address of principal executive offices) (Zip Code)

(713) 935-8900

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.01 par value

RNGR

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated Filer ☒

Non-accelerated Filer ☐

Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 30, 2023, the registrant had 24,878,645 shares of Class A Common Stock and zero shares of Class B Common Stock outstanding.

RANGER ENERGY SERVICES, INC.

TABLE OF CONTENTS


						Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets						4
Condensed Consolidated Statements of Operations						5
Condensed Consolidated Statements of Stockholders’ Equity						6
Condensed Consolidated Statements of Cash Flows						7
Notes to Condensed Consolidated Financial Statements
Note 1 — Organization and Business Operations						8
Note 2 — Summary of Significant Accounting Policies						8
Note 3 — Assets Held for Sale						9
Note 4 — Property and Equipment, Net						9
Note 5 — Intangible Assets						10
Note 6 — Accrued Expenses						10
Note 7 — Leases						10
Note 8 — Other Financing Liabilities						11
Note 9 — Debt						12
Note 10 — Equity						13
Note 11 — Risk Concentrations						14
Note 12 — Income Taxes						15
Note 13 — Earnings (loss) per Share						16
Note 14 — Commitments and Contingencies						16
Note 1 5 — Segment Reporting						16
Note 16 — Subsequent Events						17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						17
Item 3. Quantitative and Qualitative Disclosures About Market Risks						25
Item 4. Controls and Procedures						26

PART II – OTHER INFORMATION
Item 1. Legal Proceedings						28
Item 1A. Risk Factors						28
Item 2. Unregistered Sales of Securities and Use of Proceeds						28
Item 6. Exhibits						29

SIGNATURES						30

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act, as amended and Section 21E of the Exchange Act. All statements, other than statements of historical fact included in this Quarterly Report, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, the words “may,” “should,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements included in our Annual Report filed on Form 10-K for the year ended December 31, 2022 (the “Annual Report”). These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, the risks described under “Risk Factors” in our Annual Report previously filed and those set forth from time-to-time in other filings by the Company with the SEC. These documents are available through our website or through the SEC’s Electronic Data Gathering and Analysis Retrieval (“EDGAR”) system at www.sec.gov. Should one or more of the risks or uncertainties described occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

RANGER ENERGY SERVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions, except share amounts)


	March 31, 2023		December 31, 2022
Assets
Cash and cash equivalents	$	14.4	$	3.7
Accounts receivable, net	78.5		91.2
Contract assets	32.2		26.9
Inventory	6.5		5.9
Prepaid expenses	7.7		9.2
Assets held for sale	1.0		3.2
Total current assets	140.3		140.1

Property and equipment, net	217.6		221.6
Intangible assets, net	6.9		7.1
Operating leases, right-of-use assets	10.6		11.2
Other assets	0.1		1.6
Total assets	$	375.5	$	381.6

Liabilities and Stockholders' Equity
Accounts payable	$	27.6	$	24.3
Accrued expenses	23.8		36.1
Other financing liability, current portion	0.7		0.7
Long-term debt, current portion	8.5		6.8
Other current liabilities	6.6		6.6
Total current liabilities	67.2		74.5

Operating leases, right-of-use obligations	9.0		9.6
Other financing liability	11.4		11.6
Long-term debt, net	7.1		11.6
Other long-term liabilities	8.6		8.1
Total liabilities	103.3		115.4

Commitments and contingencies (Note 14)

Stockholders' equity
Preferred stock, $0.01 per share; 50,000,000 shares authorized; no shares issued or outstanding as of March 31, 2023 and December 31, 2022	—		—
Class A Common Stock, $0.01 par value, 100,000,000 shares authorized; 25,677,673 shares issued and 25,086,445 shares outstanding as of March 31, 2023; 25,446,292 shares issued and 24,894,464 shares outstanding as of December 31, 2022	0.3		0.3
Class B Common Stock, $0.01 par value, 100,000,000 shares authorized; no shares issued or outstanding as of March 31, 2023 and December 31, 2022	—		—
Less: Class A Common Stock held in treasury at cost; 591,228 treasury shares as of March 31, 2023 and 551,828 treasury shares as of December 31, 2022	(4.2)		(3.8)
Retained earnings	13.4		7.1
Additional paid-in capital	262.7		262.6
Total stockholders' equity	272.2		266.2
Total liabilities and stockholders' equity	$	375.5	$	381.6

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

RANGER ENERGY SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in millions, except share and per share amounts)


	Three Months Ended
	March 31,
	2023		2022
Revenue
High specification rigs	$	77.5	$	64.9
Wireline services	49.9		38.6
Processing solutions and ancillary services	30.1		20.1
Total revenue	157.5		123.6

Operating expenses
Cost of services (exclusive of depreciation and amortization):
High specification rigs	60.1		50.8
Wireline services	45.7		40.4
Processing solutions and ancillary services	25.1		16.8
Total cost of services	130.9		108.0
General and administrative	8.4		10.2
Depreciation and amortization	10.0		11.6

Gain on sale of assets	(1.0)		(1.0)
Total operating expenses	148.3		128.8

Operating income (loss)	9.2		(5.2)

Other expenses
Interest expense, net	1.2		2.1

Total other expenses	1.2		2.1

Income (loss) before income tax (benefit) expense	8.0		(7.3)
Tax expense (benefit)	1.8		(1.6)
Net income (loss)	6.2		(5.7)



Income (loss) per common share
Basic	$	0.25	$	(0.31)
Diluted	$	0.25	$	(0.31)
Weighted average common shares outstanding
Basic	24,940,335		18,472,909
Diluted	25,209,980		18,472,909

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

RANGER ENERGY SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in millions, except share amounts)


	Three Months Ended March 31,
	2023	2022	2023		2022
	Quantity		Amount
Shares, Series A Preferred Stock
Balance, beginning of period	—	6,000,001	$	—	$	0.1

Balance, end of period	—	6,000,001	$	—	$	0.1

Shares, Class A Common Stock
Balance, beginning of period	25,446,292	18,981,172	$	0.3	$	0.2
Issuance of shares under share-based compensation plans	318,482	339,401	—		—
Shares withheld for taxes on equity transactions	(87,101)	(97,384)	—		—


Balance, end of period	25,677,673	19,223,189	$	0.3	$	0.2





Treasury Stock
Balance, beginning of period	(551,828)	(551,828)	$	(3.8)	$	(3.8)
Repurchase of Class A Common Stock	(39,400)	—	(0.4)		—
Balance, end of period	(591,228)	(551,828)	$	(4.2)	$	(3.8)

Retained Earnings (accumulated deficit)
Balance, beginning of period			$	7.2	$	(8.0)
Net income (loss) attributable to controlling interest			6.2		(5.7)
Balance, end of period			$	13.4	$	(13.7)

Additional paid-in capital
Balance, beginning of period			$	262.6	$	260.2
Equity based compensation			1.1		0.8
Shares withheld for taxes on equity transactions			(1.0)		(1.1)




Balance, end of period			$	262.7	$	259.9

Total controlling interest shareholders’ equity
Balance, beginning of period			$	266.3	$	248.7
Net income (loss) attributable to controlling interest			6.2		(5.7)
Equity based compensation			1.1		0.8
Shares withheld for taxes on equity transactions			(1.0)		(1.1)

SEC Form 10-Q filed by Ranger Energy Services Inc.