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 ~~June 30, 2021~~March 31, 2022

☐ 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 ~~July 28, 2021,~~April 27, 2022, the registrant had ~~11,030,560~~24,700,212 shares of Class A Common Stock and ~~6,866,154~~zero shares of Class B Common Stock outstanding.

RANGER ENERGY SERVICES, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

RANGER ENERGY SERVICES, INC.

~~UNAUDITED INTERIM~~ CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions, except share amounts)


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Assets	Assets					Assets
Cash and cash equivalents	Cash and cash equivalents	$	3.4	$	2.8	Cash and cash equivalents	$	3.8	$	0.6
Accounts receivable, net	Accounts receivable, net	35.5		25.9		Accounts receivable, net	88.6		80.8
Contract assets	Contract assets	3.0		1.1		Contract assets	20.3		13.0
Inventory	Inventory	2.7		2.3		Inventory	3.9		2.5
Prepaid expenses	Prepaid expenses	6.1		3.6		Prepaid expenses	4.2		8.3
Assets held for sale						Assets held for sale	5.6		—
Total current assets	Total current assets	50.7		35.7		Total current assets	126.4		105.2

Property and equipment, net	Property and equipment, net	182.6		189.4		Property and equipment, net	250.5		270.6
Goodwill		1.8		0
Intangible assets, net	Intangible assets, net	8.1		8.5		Intangible assets, net	7.6		7.8
Operating leases, right-of-use assets	Operating leases, right-of-use assets	6.3		5.8		Operating leases, right-of-use assets	6.3		6.8
Other assets	Other assets	1.0		1.2		Other assets	3.7		2.7
Total assets	Total assets	$	250.5	$	240.6	Total assets	$	394.5	$	393.1

Liabilities and Stockholders' Equity	Liabilities and Stockholders' Equity					Liabilities and Stockholders' Equity
Accounts payable	Accounts payable	$	13.5	$	10.5	Accounts payable	$	23.1	$	20.7
Accrued expenses	Accrued expenses	9.9		9.3		Accrued expenses	24.4		30.3
Other financing liability, current portion	Other financing liability, current portion	2.6		0		Other financing liability, current portion	1.1		2.2

Long-term debt, current portion	Long-term debt, current portion	10.4		10.0		Long-term debt, current portion	61.1		44.1
Other current liabilities	Other current liabilities	3.9		3.2		Other current liabilities	5.0		5.4
Total current liabilities	Total current liabilities	40.3		33.0		Total current liabilities	114.7		102.7

Operating leases, right-of-use obligations	Operating leases, right-of-use obligations	5.0		5.2		Operating leases, right-of-use obligations	5.6		5.8
Other financing liability	Other financing liability	13.4		0		Other financing liability	12.1		12.5
Long-term debt, net	Long-term debt, net	12.5		14.5		Long-term debt, net	15.6		18.4
Other long-term liabilities	Other long-term liabilities	3.1		3.1		Other long-term liabilities	3.8		5.0
Total liabilities	Total liabilities	74.3		55.8		Total liabilities	151.8		144.4

Commitments and contingencies (Note 14)		0		0
Commitments and contingencies (Note 15)						Commitments and contingencies (Note 15)	0		0

Stockholders' equity	Stockholders' equity					Stockholders' equity
Preferred stock, $0.01 per share; 50,000,000 shares authorized; 0 shares issued or outstanding as of June 30, 2021 and December 31, 2020		0		0
Class A Common Stock, $0.01 par value, 100,000,000 shares authorized; 10,682,388 shares issued and 10,130,560 shares outstanding as of June 30, 2021; 9,093,743 shares issued and 8,541,915 shares outstanding as of December 31, 2020		0.1		0.1
Class B Common Stock, $0.01 par value, 100,000,000 shares authorized; 6,866,154 shares issued and outstanding as of June 30, 2021 and December 31, 2020		0.1		0.1
Less: Class A Common Stock held in treasury at cost; 551,828 treasury shares as of June 30, 2021 and December 31, 2020		(3.8)		(3.8)
Preferred stock, $0.01 per share; 50,000,000 shares authorized; 6,000,001 shares issued and outstanding as of March 31, 2022 and December 31, 2021						Preferred stock, $0.01 per share; 50,000,000 shares authorized; 6,000,001 shares issued and outstanding as of March 31, 2022 and December 31, 2021	0.1		0.1
Class A Common Stock, $0.01 par value, 100,000,000 shares authorized; 19,223,189 shares issued and 18,671,361 shares outstanding as of March 31, 2022; 18,981,172 shares issued and 18,429,344 shares outstanding as of December 31, 2021						Class A Common Stock, $0.01 par value, 100,000,000 shares authorized; 19,223,189 shares issued and 18,671,361 shares outstanding as of March 31, 2022; 18,981,172 shares issued and 18,429,344 shares outstanding as of December 31, 2021	0.2		0.2
Class B Common Stock, $0.01 par value, 100,000,000 shares authorized; no shares issued or outstanding as of March 31, 2022 and December 31, 2021						Class B Common Stock, $0.01 par value, 100,000,000 shares authorized; no shares issued or outstanding as of March 31, 2022 and December 31, 2021	—		—
Less: Class A Common Stock held in treasury at cost; 551,828 treasury shares as of March 31, 2022 and December 31, 2021						Less: Class A Common Stock held in treasury at cost; 551,828 treasury shares as of March 31, 2022 and December 31, 2021	(3.8)		(3.8)
Accumulated deficit	Accumulated deficit	(28.6)		(18.4)		Accumulated deficit	(13.7)		(8.0)
Additional paid-in capital	Additional paid-in capital	139.5		123.9		Additional paid-in capital	259.9		260.2
Total controlling stockholders' equity	Total controlling stockholders' equity	107.3		101.9		Total controlling stockholders' equity	242.7		248.7
Noncontrolling interest	Noncontrolling interest	68.9		82.9		Noncontrolling interest	—		—
Total stockholders' equity	Total stockholders' equity	176.2		184.8		Total stockholders' equity	242.7		248.7
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	250.5	$	240.6	Total liabilities and stockholders' equity	$	394.5	$	393.1

The accompanying notes are an integral part of these ~~unaudited interim~~ condensed consolidated financial statements.

RANGER ENERGY SERVICES, INC.

~~UNAUDITED INTERIM~~ CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in millions, except share and per share amounts)


		Three Months Ended				Six Months Ended					Three Months Ended
		June 30,				June 30,					March 31,
		2021		2020		2021		2020			2022		2021
Revenues	Revenues									Revenues
High specification rigs	High specification rigs	$	29.0	$	11.4	$	50.7	$	46.3	High specification rigs	$	64.9	$	21.7
Completion and other services		19.8		17.7		35.3		61.0
Processing solutions		1.2		1.6		2.3		4.4
Wireline services										Wireline services	38.6		12.1
Processing solutions and ancillary services										Processing solutions and ancillary services	20.1		4.5
Total revenues	Total revenues	50.0		30.7		88.3		111.7		Total revenues	123.6		38.3

Operating expenses	Operating expenses									Operating expenses
Cost of services (exclusive of depreciation and amortization):	Cost of services (exclusive of depreciation and amortization):									Cost of services (exclusive of depreciation and amortization):
High specification rigs	High specification rigs	24.0		10.1		43.0		40.0		High specification rigs	50.8		19.0
Completion and other services		19.2		13.3		33.8		45.0
Processing solutions		0.9		0.4		1.4		1.9
Wireline services										Wireline services	40.4		11.3
Processing solutions and ancillary services										Processing solutions and ancillary services	16.8		3.8
Total cost of services	Total cost of services	44.1		23.8		78.2		86.9		Total cost of services	108.0		34.1
General and administrative	General and administrative	6.2		5.5		9.7		10.5		General and administrative	9.2		3.5
Depreciation and amortization	Depreciation and amortization	8.2		9.5		16.2		18.4		Depreciation and amortization	11.6		8.0

Total operating expenses	Total operating expenses	58.5		38.8		104.1		115.8		Total operating expenses	128.8		45.6

Operating loss	Operating loss	(8.5)		(8.1)		(15.8)		(4.1)		Operating loss	(5.2)		(7.3)

Other expenses	Other expenses									Other expenses
Interest expense, net	Interest expense, net	0.7		0.8		1.3		1.9		Interest expense, net	2.1		0.6
Total other expenses	Total other expenses	0.7		0.8		1.3		1.9		Total other expenses	2.1		0.6

Loss before income tax expense	Loss before income tax expense	(9.2)		(8.9)		(17.1)		(6.0)		Loss before income tax expense	(7.3)		(7.9)
Tax (benefit) expense	Tax (benefit) expense	(0.1)		0		0.3		0.1		Tax (benefit) expense	(1.6)		0.4
Net loss	Net loss	(9.1)		(8.9)		(17.4)		(6.1)		Net loss	(5.7)		(8.3)
Less: Net loss attributable to noncontrolling interests	Less: Net loss attributable to noncontrolling interests	(3.5)		(4.0)		(7.2)		(2.7)		Less: Net loss attributable to noncontrolling interests	—		(3.7)
Net loss attributable to Ranger Energy Services, Inc.	Net loss attributable to Ranger Energy Services, Inc.	$	(5.6)	$	(4.9)	$	(10.2)	$	(3.4)	Net loss attributable to Ranger Energy Services, Inc.	$	(5.7)	$	(4.6)

Loss per common share	Loss per common share									Loss per common share
Basic	Basic	$	(0.59)	$	(0.58)	$	(1.13)	$	(0.40)	Basic	$	(0.31)	$	(0.54)
Diluted	Diluted	$	(0.59)	$	(0.58)	$	(1.13)	$	(0.40)	Diluted	$	(0.31)	$	(0.54)
Weighted average common shares outstanding	Weighted average common shares outstanding									Weighted average common shares outstanding
Basic	Basic	9,523,127		8,474,077		9,055,077		8,545,925		Basic	18,472,909		8,581,642
Diluted	Diluted	9,523,127		8,474,077		9,055,077		8,545,925		Diluted	18,472,909		8,581,642

The accompanying notes are an integral part of these ~~unaudited interim~~ condensed consolidated financial statements.

RANGER ENERGY SERVICES, INC.

~~UNAUDITED INTERIM~~ CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in millions, except share amounts)


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
		2021	2020	2021		2020		2021	2020	2021		2020			2022	2021	2022		2021
															Quantity		Amount
Shares, Series A Preferred Stock														Shares, Series A Preferred Stock
Balance, beginning of period														Balance, beginning of period	6,000,001	—	$	0.1	$	—
Balance, end of period														Balance, end of period	6,000,001	—	$	0.1	$	—
		Quantity		Amount				Quantity		Amount
Shares, Class A Common Stock	Shares, Class A Common Stock													Shares, Class A Common Stock
Balance, beginning of period	Balance, beginning of period	9,329,306	8,947,830	$	0.1	$	0.1	9,093,743	8,839,788	$	0.1	$	0.1	Balance, beginning of period	18,981,172	9,093,743	$	0.2	$	0.1
Issuance of shares under share-based compensation plans	Issuance of shares under share-based compensation plans	123,672	117,502	—		—		456,748	270,135	—		—		Issuance of shares under share-based compensation plans	339,401	333,076	—		—
Shares withheld for taxes on equity transactions	Shares withheld for taxes on equity transactions	(26,590)	(33,837)	—		—		(124,103)	(78,428)	—		—		Shares withheld for taxes on equity transactions	(97,384)	(97,513)	—		—
Share issuance for acquisition		1,256,000	—	—		—		1,256,000	—	—		—

Balance, end of period	Balance, end of period	10,682,388	9,031,495	$	0.1	$	0.1	10,682,388	9,031,495	$	0.1	$	0.1	Balance, end of period	19,223,189	9,329,306	$	0.2	$	0.1

Shares, Class B Common Stock	Shares, Class B Common Stock													Shares, Class B Common Stock
Balance, beginning of period	Balance, beginning of period	6,866,154	6,866,154	$	0.1	$	0.1	6,866,154	6,866,154	$	0.1	$	0.1	Balance, beginning of period	—	6,866,154	$	—	$	0.1
Balance, end of period	Balance, end of period	6,866,154	6,866,154	$	0.1	$	0.1	6,866,154	6,866,154	$	0.1	$	0.1	Balance, end of period	—	6,866,154	$	—	$	0.1

Treasury Stock	Treasury Stock													Treasury Stock
Balance, beginning of period	Balance, beginning of period	(551,828)	(551,828)	$	(3.8)	$	(3.8)	(551,828)	(113,937)	$	(3.8)	$	(0.7)	Balance, beginning of period	(551,828)	(551,828)	$	(3.8)	$	(3.8)
Repurchase of Class A Common Stock		—	—	—		—		—	(437,891)	—		(3.1)

Balance, end of period	Balance, end of period	(551,828)	(551,828)	$	(3.8)	$	(3.8)	(551,828)	(551,828)	$	(3.8)	$	(3.8)	Balance, end of period	(551,828)	(551,828)	$	(3.8)	$	(3.8)

Accumulated deficit	Accumulated deficit													Accumulated deficit
Balance, beginning of period	Balance, beginning of period			$	(23.0)	$	(6.6)			$	(18.4)	$	(8.1)	Balance, beginning of period			$	(8.0)	$	(18.4)
Net loss attributable to controlling interest	Net loss attributable to controlling interest			(5.6)		(4.9)				(10.2)		(3.4)		Net loss attributable to controlling interest			(5.7)		(4.6)
Balance, end of period	Balance, end of period			$	(28.6)	$	(11.5)			$	(28.6)	$	(11.5)	Balance, end of period			$	(13.7)	$	(23.0)

Additional paid-in capital	Additional paid-in capital													Additional paid-in capital
Balance, beginning of period	Balance, beginning of period			$	125.0	$	120.2			$	123.9	121.8		Balance, beginning of period			$	260.2	$	123.9
Equity based compensation amortization				0.9		0.9				1.8		1.6
Equity based compensation														Equity based compensation			0.8		0.9
Shares withheld for taxes on equity transactions	Shares withheld for taxes on equity transactions			(0.2)		(0.2)				(0.7)		(0.3)		Shares withheld for taxes on equity transactions			(1.1)		(0.5)
Share issuance for acquisitions				7.7		—				7.7		—

Impact of transactions affecting noncontrolling interest	Impact of transactions affecting noncontrolling interest			6.1		0.1				6.8		(2.1)		Impact of transactions affecting noncontrolling interest			—		0.7
Balance, end of period	Balance, end of period			$	139.5	$	121.0			$	139.5	$	121.0	Balance, end of period			$	259.9	$	125.0

Total controlling interest shareholders’ equity	Total controlling interest shareholders’ equity													Total controlling interest shareholders’ equity
Balance, beginning of period	Balance, beginning of period			$	98.4	$	110.0			$	101.9	$	113.2	Balance, beginning of period			$	248.7	$	101.9
Net loss attributable to controlling interest	Net loss attributable to controlling interest			(5.6)		(4.9)				(10.2)		(3.4)		Net loss attributable to controlling interest			(5.7)		(4.6)
Equity based compensation amortization				0.9		0.9				1.8		1.6
Equity based compensation														Equity based compensation			0.8		0.9
Shares withheld for taxes on equity transactions	Shares withheld for taxes on equity transactions			(0.2)		(0.2)				(0.7)		(0.3)		Shares withheld for taxes on equity transactions			(1.1)		(0.5)
Share issuance for acquisition				7.7		—				7.7		—

Impact of transactions affecting noncontrolling interest	Impact of transactions affecting noncontrolling interest			6.1		0.1				6.8		(2.1)		Impact of transactions affecting noncontrolling interest			—		0.7
Repurchase of Class A Common Stock				—		—				—		(3.1)

Balance, end of period	Balance, end of period			$	107.3	$	105.9			$	107.3	$	105.9	Balance, end of period			$	242.7	$	98.4

Noncontrolling interest	Noncontrolling interest													Noncontrolling interest
Balance, beginning of period	Balance, beginning of period			$	78.5	$	93.4			$	82.9	$	89.8	Balance, beginning of period			$	—	$	82.9
Net loss attributable to noncontrolling interest	Net loss attributable to noncontrolling interest			(3.5)		(4.0)				(7.2)		(2.7)		Net loss attributable to noncontrolling interest			—		(3.7)
Equity based compensation amortization				—		—				—		0.1

Impact of transactions affecting noncontrolling interest	Impact of transactions affecting noncontrolling interest			(6.1)		(0.1)				(6.8)		2.1		Impact of transactions affecting noncontrolling interest			—		(0.7)
Balance, end of period	Balance, end of period			$	68.9	$	89.3			$	68.9	$	89.3	Balance, end of period			$	—	$	78.5

Total Stockholders' Equity	Total Stockholders' Equity													Total Stockholders' Equity
Balance, beginning of period	Balance, beginning of period			$	176.9	$	203.4			$	184.8	$	203.0	Balance, beginning of period			$	248.7	$	184.8
Net loss	Net loss			(9.1)		(8.9)				(17.4)		(6.1)		Net loss			(5.7)		(8.3)
Equity based compensation amortization				0.9		0.9				1.8		1.7
Equity based compensation														Equity based compensation			0.8		0.9
Shares withheld for taxes on equity transactions	Shares withheld for taxes on equity transactions			(0.2)		(0.2)				(0.7)		(0.3)		Shares withheld for taxes on equity transactions			(1.1)		(0.5)
Share issuance from acquisition				7.7		—				7.7		—

Repurchase of Class A Common Stock				—		—				—		(3.1)

Balance, end of period	Balance, end of period			$	176.2	$	195.2			$	176.2	$	195.2	Balance, end of period			$	242.7	$	176.9

The accompanying notes are an integral part of these ~~unaudited interim~~ condensed consolidated financial statements.

RANGER ENERGY SERVICES, INC.

~~UNAUDITED INTERIM~~ CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in millions)


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Cash Flows from Operating Activities	Cash Flows from Operating Activities					Cash Flows from Operating Activities
Net loss	Net loss	$	(17.4)	$	(6.1)	Net loss	$	(5.7)	$	(8.3)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Adjustments to reconcile net loss to net cash provided by operating activities:						Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	16.2		18.4		Depreciation and amortization	11.6		8.0
Equity based compensation	Equity based compensation	1.8		1.7		Equity based compensation	0.8		0.9

Gain on debt retirement		0		(2.1)
Other costs, net		1.1		1.8
Changes in operating assets and liabilities, net effects of business combinations
Gain on disposal of property and equipment						Gain on disposal of property and equipment	(1.0)		(0.4)
Income tax expense (benefit)						Income tax expense (benefit)	(1.6)		0.4
Other expense, net						Other expense, net	0.2		—
Changes in operating assets and liabilities						Changes in operating assets and liabilities
Accounts receivable	Accounts receivable	(6.8)		25.4		Accounts receivable	(7.8)		(1.4)
Contract assets	Contract assets	(1.9)		0.1		Contract assets	(7.3)		(0.6)
Inventory	Inventory	0.4		1.4		Inventory	(1.4)		—
Prepaid expenses	Prepaid expenses	(1.0)		3.5		Prepaid expenses	4.2		(1.0)
Other assets	Other assets	0.8		(0.2)		Other assets	0.9		—
Accounts payable	Accounts payable	2.4		(8.7)		Accounts payable	2.4		(1.2)
Accrued expenses	Accrued expenses	0.7		(10.4)		Accrued expenses	(5.9)		1.7
Operating lease, right-of-use obligations		(0.5)		(1.1)
Other current liabilities						Other current liabilities	(0.2)		—
Other long-term liabilities	Other long-term liabilities	0.1		0.5		Other long-term liabilities	(1.3)		—
Net cash (used in) provided by operating activities		(4.1)		24.2
Net cash used in operating activities						Net cash used in operating activities	(12.1)		(1.9)

Cash Flows from Investing Activities	Cash Flows from Investing Activities					Cash Flows from Investing Activities
Purchase of property and equipment	Purchase of property and equipment	(1.8)		(5.8)		Purchase of property and equipment	(1.6)		(0.4)
Proceeds from disposal of property and equipment	Proceeds from disposal of property and equipment	0.4		0.3		Proceeds from disposal of property and equipment	6.6		0.4
Purchase of business, net of cash received		(3.5)		0
Net cash used in investing activities		(4.9)		(5.5)

Net cash provided by investing activities						Net cash provided by investing activities	5.0		—

Cash Flows from Financing Activities	Cash Flows from Financing Activities					Cash Flows from Financing Activities
Borrowings under Credit Facility	Borrowings under Credit Facility	20.6		32.6		Borrowings under Credit Facility	137.9		6.4
Principal payments on Credit Facility	Principal payments on Credit Facility	(18.4)		(37.6)		Principal payments on Credit Facility	(120.0)		(5.3)

Principal payments on Eclipse M&E Term Loan						Principal payments on Eclipse M&E Term Loan	(0.2)		—

Principal payments under Eclipse Term Loan B						Principal payments under Eclipse Term Loan B	(1.4)		—

Principal payments on Secured Promissory Note						Principal payments on Secured Promissory Note	(2.1)		—
Principal payments on financing lease obligations						Principal payments on financing lease obligations	(1.2)		(0.8)
Principal payments on other financing liabilities						Principal payments on other financing liabilities	(1.5)		—
Shares withheld on equity transactions						Shares withheld on equity transactions	(1.1)		(0.5)
Payments on Installment Purchases						Payments on Installment Purchases	(0.1)		(0.2)
Principal payments on Encina Master Financing Agreement	Principal payments on Encina Master Financing Agreement	(5.0)		(5.0)		Principal payments on Encina Master Financing Agreement	—		(2.5)
Payments on Installment Purchases		(0.3)		0
Proceeds from financing of sale-leasebacks	Proceeds from financing of sale-leasebacks	15.6		0		Proceeds from financing of sale-leasebacks	—		3.5
Principal payments on financing lease obligations		(2.2)		(2.6)
Shares withheld on equity transactions		(0.7)		(0.3)
Principal payments on ESCO Note Payable		0		(3.6)
Repurchase of Class A Common Stock		0		(3.1)
Net cash provided by (used in) financing activities		9.6		(19.6)
Net cash provided by financing activities						Net cash provided by financing activities	10.3		0.6

Increase (decrease) in Cash and Cash equivalents		0.6		(0.9)
Cash and Cash Equivalents, Beginning of Period		2.8		6.9
Cash and Cash Equivalents, End of Period		$	3.4	$	6.0
Increase in cash and cash equivalents						Increase in cash and cash equivalents	3.2		(1.3)
Cash and cash equivalents, Beginning of Period						Cash and cash equivalents, Beginning of Period	0.6		2.8
Cash and cash equivalents, End of Period						Cash and cash equivalents, End of Period	$	3.8	$	1.5

Supplemental Cash Flow Information	Supplemental Cash Flow Information					Supplemental Cash Flow Information
Interest paid	Interest paid	$	0.9	$	1.7	Interest paid	$	0.3	$	0.5
Supplemental Disclosure of Non-cash Investing and Financing Activities	Supplemental Disclosure of Non-cash Investing and Financing Activities					Supplemental Disclosure of Non-cash Investing and Financing Activities
Capital expenditures	Capital expenditures	$	(1.1)	$	0.1	Capital expenditures	$	—	$	(0.6)
Additions to fixed assets through financing leases		$	(0.7)	$	(1.0)
Issuance of Class A Common Stock for acquisition		$	(7.7)	$	0
Early termination of financing leases		$	0	$	0.7
Additions to fixed assets through installment purchases and financing leases						Additions to fixed assets through installment purchases and financing leases	$	(0.8)	$	(0.2)

The accompanying notes are an integral part of these ~~unaudited interim~~ condensed consolidated financial statements.

RANGER ENERGY SERVICES, INC.

NOTES TO ~~UNAUDITED INTERIM~~ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 — Organization and Business Operations

Business

Ranger Energy Services, Inc. (“Ranger, Inc.,” “Ranger,” or the “Company”) is a provider of onshore high specification (“high-spec”) well service rigs and complementary services in the United States. The Company also provides an extensive range of well site services to leading ~~U.S.~~United States (“U.S”). exploration and production (“E&P”) companies that are fundamental to establishing and maintaining the flow of oil and natural gas throughout the productive life of a well.

~~The Company offers services that~~Our service offerings consist of well completion support, workover, well maintenance, wireline, fluid management, other complementary services, as well as installation, commissioning and operating of modular equipment, which are conducted in 3 reportable segments, as follows:

•High Specification Rigs. Provides high-spec well service rigs and complementary equipment and services to facilitate operations throughout the lifecycle of a well.

•~~Completion and Other Services~~Wireline Services. . Provides ~~wireline completion~~ services necessary to bring and maintain a well on production and consists of our wireline completion, wireline production, and pump down lines of business.

•Processing Solutions and Ancillary Services. Provides other ~~ancillary~~ services often utilized in conjunction with ~~the high-spec rig~~our High Specification Rigs and Wireline Services segments. These services ~~to enhance the production of a well.~~

•~~Processing Solutions. Provides proprietary, modular~~include equipment ~~for the~~rentals, plug and abandonment, logistics hauling, processing ~~of natural gas.~~solutions, as well as snubbing and coil tubing.

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

Organization

Ranger, Inc. was incorporated as a Delaware corporation in February 2017. Ranger, Inc. is a holding company, and its sole material assets consist of membership interests in RNGR Energy Services, LLC, a Delaware limited liability company (“Ranger LLC”). Ranger LLC owns all of the outstanding equity interests in Ranger Energy Services, LLC (“Ranger Services”) and Torrent Energy Services, LLC (“Torrent Services”), the subsidiaries through which it operates its assets. Ranger LLC is the sole managing member of Ranger Services and Torrent Services, and is responsible for all operational, management and administrative decisions relating to Ranger Services and Torrent Services’ business and consolidates the financial results of Ranger Services and Torrent Services and their subsidiaries.

~~Recent Events~~

The outbreak of the novel coronavirus (“COVID-19”) has spread across the globe and has been declared a public health emergency by the World Health Organization and a National Emergency by the President of the United States. The COVID-19 pandemic has resulted, and is likely to continue to result, in significant economic disruption and has, and is likely to continue to, adversely affect the operations of the Company’s business, as the significantly reduced global and national economic activity has resulted in reduced demand for oil and natural gas. Federal, state and local governments mobilized to implement containment mechanisms to minimize impacts to their populations and economies. Various containment measures, which include the quarantining of cities, regions and countries, while aiding in the prevention of further outbreak, have resulted in a severe drop in general economic activity and a resulting decrease in energy demand. In addition, the global economy has experienced a significant disruption to global supply chains. The extent of the COVID-19 outbreak on the Company’s operational and financial performance will continue to depend on certain developments, including the duration and spread of the outbreak and its continued impact on customer activity and third-party providers. The direct impact to the Company’s operations began to take effect at the close of the first quarter ended March 31, 2020, and continued through the issuance of these Condensed Consolidated Financial Statements. The full extent to which the COVID-19 outbreak may affect the Company’s financial conditions, results of operations or liquidity subsequent to the issuance of these Condensed Consolidated Financial Statements is uncertain.

The severe drop in economic activity, travel restrictions and other restrictions due to COVID-19 have had a significant negative impact on the demand for oil and gas. In addition to the impact of the COVID-19 outbreak, in March 2020, the Organization of the Petroleum Exporting Countries (“OPEC”), Russia and certain other oil producing states, commonly referred to as “OPEC Plus,” failed to agree on a plan to cut production of oil and natural gas. Subsequently, Saudi Arabia announced plans to increase production to record levels and reduce the prices at which they sell oil and, in turn, Russia responded with threats to also increase production. Collectively, these events created an unprecedented global oil and natural gas supply and demand imbalance, reduced global oil and natural gas storage capacity, caused oil prices to decline significantly and resulted in continued volatility in oil, natural gas and natural gas liquids (“NGLs”) prices through the second quarter of 2021. With the

combined effects of the increased production levels earlier in 2020, the recent increase in production and the reduction in demand caused by COVID-19, the global oil and natural gas supply and demand imbalance persists and continues to have a significant adverse effect on the oil and gas industry.

Factors deriving from the COVID-19 response, as well as the oil oversupply, that have or may negatively impact sales, liquidity and gross margins in the future include, but are not limited to: limitations on the ability of the Company’s customers to conduct business, which would result in a decrease in demand for services and lower utilization of the Company’s assets; limitations on the ability of suppliers to provide materials or equipment, limitations on the ability of the Company’s employees to perform their work due to illness caused by the pandemic or local, state or federal orders requiring employees to remain at home; reduction of capital expenditures and discretionary spend; and limitations on the ability of customers to pay us on a timely basis. If prolonged, such factors may also negatively affect the carrying values of the Company’s property and equipment and intangible assets. At the close of the first quarter of 2020, the Company initiated cost reductions throughout the organization, including a reduction in the workforce and salary reductions. However, during the second quarter of 2021 certain employee salaries were reinstated. Additionally, various other operational, travel and organizational expense reductions will continue to manage costs to preserve liquidity through the downturn. We believe these actions will provide sufficient liquidity to finance our operations for twelve months post issuance of these condensed consolidated financial statements. During the first half of 2021, increased activity can be attributed to stay-at-home orders and other restrictions being lifted in certain geographical areas, however any future containment measure, as a result of the emergence of new strains or variants of COVID-19 or otherwise, could curtail such growth. We will continue to actively monitor the situation and may take further actions that alter business operations as may be required by federal, state or local authorities, or that we determine are in the best interests of the Company’s employees, customers and stakeholders.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated balance sheet as of December 31, ~~2020~~2021 has been derived from audited financial statements and the ~~unaudited condensed consolidated financial statements~~Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and the Securities and Exchange Commission’s (the “SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain notes and other information have been condensed or omitted. The ~~unaudited condensed consolidated financial statements~~Condensed Consolidated Financial Statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the results of operations for the interim periods. These interim financial statements should be read in conjunction with the consolidated financial statements and related notes for the years ended December 31, ~~2020~~2021 and ~~2019,~~2020, included in the Annual Report filed on Form 10-K for the year ended December 31, ~~2020~~2021 (the “Annual Report”). Interim results for the periods presented may not be indicative of results that will be realized for future periods.

Investments in which the Company exercises control are consolidated and the noncontrolling interests of such investments, which are not attributable directly or indirectly to the Company are presented as a separate component of net income or loss and equity in the accompanying condensed consolidated financial statements. The Company had ownership interests in Ranger, LLC, which was consolidated within the Company’s consolidated financial statements, but was not wholly owned by the Company. Upon conversion of the Class B Common Stock during the year-ended December 31, 2021, all noncontrolling interests were eliminated. Changes in the Company’s ownership interest in Ranger, LLC, while it retains its controlling interest, are accounted for as equity transactions.

We have made certain reclassifications to our prior period operating revenue and cost of sales amounts due to the change in reportable segments whereby our Wireline and Ancillary Services were bifurcated from our historical Completion and Other

Services segment as a result of our fourth quarter operating segment changes. The Ancillary Services were combined with the historical Processing Solutions segment. None of these reclassifications have an impact on our consolidated operations results, cash flows or financial position.

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in Note 2 — Summary of Significant Accounting Policies of the Annual Report. ~~There have been no changes in such policies or the application of such policies during the six months ended June 30, 2021.~~

Use of Estimates

The preparation of ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Management uses historical and other pertinent information to determine these estimates. Actual results could differ from such estimates. Areas where critical accounting estimates are made by management include:

•Depreciation and amortization of property and equipment and intangible assets;

•Assets acquired and liabilities assumed in business combinations;

•Impairment of property and equipment and intangible assets;

•Revenue recognition;

•Income taxes; and

•Equity-based compensation.

Emerging Growth Company Status and Smaller Reporting Company Status

The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012. The Company will remain an emerging growth company until the earlier of (1) the last day of its fiscal year (a) following the fifth anniversary of the completion of its initial public offering (“IPO”), (b) in which its total annual gross revenue is at least $1.07 billion, or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of the Company’s common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of its most recently completed second fiscal quarter, or (2) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. The Company has irrevocably opted out of the extended transition period and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. The Company will lose its EGC status on December 31, 2022, as this will represent the last day of the fiscal year following the fifth anniversary of our first Form S-1, which was filed in August 2017.

The Company is also a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as Amended. Smaller reporting company means an issuer that is not an investment company, an asset-back issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that has (i) market value of common stock held by non-affiliates of less than $250 million; or (ii) annual revenues of less than $100 million and either no common stock held by non-affiliates or a market value of common stock held by non-affiliates of less than $700 million. Smaller reporting company status is determined on an annual basis.

New Accounting Pronouncements

Recently Issued Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses, which replaces the incurred loss impairment methodology to reflect expected credit losses. The amendment requires the measurement of all expected credit losses for financial assets held at the reporting date to be performed based on historical experience, current conditions and reasonable and supportable forecasts. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the effect of this accounting standard on its condensed consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for accounting contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships and other transactions that reference the London Interbank Offering Rate (“LIBOR”) or another reference rate expected to be discontinued due to the reference rate reform. ASU 2020-04 became effective as of March 12,

2020 and can be applied through December 31, 2022. The Company has not made any contract modifications as of the date of this report to transition to a different reference rate, however it will consider this guidance as future modifications are made.

With the exception of the standards above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to the Company’s ~~condensed consolidated financial statements.~~

Condensed Consolidated Financial Statements.

Note 3 — Business Combinations

The Company completed 3 acquisitions during the year ended December 31, 2021 where all purchases were accounted for using the acquisition method of accounting under the FASB Accounting Standards Codification 805, Business Combinations (“ASC 805”). The results of operations for each of the acquisitions are included in the accompanying Condensed Consolidated Statements of Operations from the respective date of each acquisition. Under the acquisition method of accounting, the assets and liabilities have been recorded at their respective estimated fair values as of the date of completion of the acquisition and reported into Ranger’s Condensed Consolidated Balance Sheets.

Patriot Well Solutions (“Patriot”) Acquisition

On May 14, 2021, the Company ~~and certain~~acquired all of ~~its subsidiaries completed~~ the ~~acquisition~~outstanding stock of Patriot, ~~(the “Patriot Acquisition”),~~ a provider of wireline evaluation and intervention services that operate in the Permian, Denver-Julesburg and Powder River Basins and Bakken Shale. ~~The purchase was accounted for using the acquisition method of accounting under FASBs Accounting Standards Codification 805,~~ ~~Business Combinations~~ ~~(“ASC 805”). The results of operations for the acquisition are included in the accompanying condensed consolidated statements of operations from the date of acquisition.~~

As consideration for the Patriot Acquisition ~~pursuant to the Membership Interest Purchase Agreement,~~ the Company paid an aggregate of $11.0 million, which included 1.3 million shares of Class A Common Stock and cash payments of $3.3 million, net of cash acquired. The financial results of Patriot are included in the ~~Completion and Other~~Wireline Services reporting segment. The ~~pro forma~~Company finalized the purchase price allocation in the fourth quarter of 2021.

PerfX Wireline Services (“PerfX”) Acquisition

On July 8, 2021, the Company acquired the assets of PerfX, a provider of wireline services that operate in Williston, North Dakota and Midland, Texas. Following the acquisition of PerfX, the Company significantly expanded its scale and scope of the existing wireline business. The financial results of ~~operations~~PerfX are included within the Wireline Services reporting segment.

The aggregate consideration was $20.1 million, which included 1,000,000 shares of Class A Common Stock and a Secured Promissory Note of $11.4 million. The Class A Common Stock issuance includes 100,000 shares that will be issued by the Company on the 12-month anniversary of the acquisition date. The Secured Promissory Note bears an interest rate of 8.5% per annum and holds certain assets as collateral through the scheduled maturity date of January 31, 2024. Refer to “Note 10 — Debt” for further details related to the ~~Patriot Acquisition is not presented because~~Secured Promissory Note. The Company finalized the ~~pro forma effects, individually and~~purchase price allocation in the ~~aggregate, are~~fourth quarter of 2021.

The Company reported revenue and an operating loss during the three months ended March 31, 2022 of approximately $24.5 million and $2.1 million, respectively.

The PerfX purchase price includes a warrant to acquire a 30% ownership in the XConnect Business (“XConnect”), which expires on July 8, 2031. XConnect is the manufacturer of a perforating gun system developed by the PerfX sellers alongside the PerfX wireline service business. The warrant requires the Company to maintain a specific minimum level of purchases of XConnect’s manufactured products. Should the Company fail to maintain the specified minimum level of purchases, a forfeiture event would occur. The Company may elect to cure the forfeiture event through a cash payment to XConnect. If the Company elects to not ~~material~~cure the forfeiture event, the ownership percentage would reduce to 15%. Upon the occurrence of a second uncured forfeiture event, the warrant is deemed to be cancelled. The value of the warrant by the Company is negligible as of March 31, 2022. The Company finalized the purchase price allocation in the fourth quarter of 2021.

The following table presents the fair value of assets acquired and liabilities assumed in accordance with ASC 805 (in millions):



Cash	$	1.0
Accounts receivable	4.6
Inventory	2.4
Prepaid and other current assets	0.1
Operating leases, right-of-use asset	1.1
Property and equipment	18.4
Total assets acquired	27.6
Accounts payable	5.4
Accrued expenses	1.0
Operating lease right-of-use obligation	1.1
Total liabilities assumed	7.5
Allocated purchase price	$	20.1

Basic Energy Services, Inc. (“Basic”) Acquisition

On September 15, 2021, Ranger Energy Acquisition, LLC (“Ranger Acquisitions”) entered into an Asset Purchase Agreement for certain assets of Basic and certain of its subsidiaries (the “Basic Sellers”), which closed on October 1, 2021. Ranger Acquisitions purchased assets associated with Basic’s well servicing, fishing and rental, coiled tubing operations, and rolling stock assets required to support the operating assets being purchased and real property locations inclusive of, but not limited to, real property owned in New Mexico, North Dakota, Oklahoma, and Texas.

All assets associated with the Basic Acquisition, were recorded at their fair value based on a preliminary purchase price allocation. The purchase price allocation has not been finalized due to additional items to be settled that the Company expects to be immaterial to the ~~Company’s consolidated results~~financial statements. The Company used the market approach to value as of ~~operations.~~the closing date, October 1, 2021, to apply fair values to the assets purchased based on the selling price of similar assets. As a result of comparing the purchase price to the fair value of the assets acquired, a $37.2 million bargain purchase gain, net of tax, was recognized in year ended December 31, 2021. The bargain purchase gain is primarily attributable Basic’s distressed financial position and lack of financing options available to avoid liquidation. The Company reported revenue and operating income during the three months ended March 31, 2022 of approximately $42.2 million and $7.5 million, respectively.

The following table presents the fair value of assets acquired and liabilities assumed in accordance with ASC 805 (in millions):


Property and equipment	$	89.5
Total assets acquired	89.5
Finance lease obligations	3.9
Bargain purchase deferred tax liability	10.8
Total liabilities assumed	14.7
Net assets acquired	74.8
Bargain purchase	37.2
Purchase price	$	37.6

910

Note 4 — Property and Equipment, Net

Property and equipment, net include the following (in millions):


		Estimated Useful Life (years)	June 30, 2021		December 31, 2020			Estimated Useful Life (years)	March 31, 2022		December 31, 2021
High specification rigs	High specification rigs	20	$	127.0	$	127.2	High specification rigs	20	$	144.8	$	145.4
High specification rigs machinery and equipment	High specification rigs machinery and equipment	5 - 10	41.8		39.7		High specification rigs machinery and equipment	5 - 10	45.8		47.8
Completion and other services machinery and equipment		5 - 10	59.3		56.5
Processing solutions machinery and equipment		3 - 30	46.7		45.9
Wireline services machinery and equipment							Wireline services machinery and equipment	5 - 10	52.5		53.1
Processing solutions and ancillary services machinery and equipment							Processing solutions and ancillary services machinery and equipment	3 - 30	77.7		78.0
Vehicles	Vehicles	3 - 15	23.5		20.4		Vehicles	3 - 15	53.0		52.7
Other property and equipment	Other property and equipment	5 - 25	11.0		10.9		Other property and equipment	5 - 25	23.3		31.2
Property and equipment	Property and equipment		309.3		300.6		Property and equipment		397.1		408.2
Less: accumulated depreciation	Less: accumulated depreciation		(128.4)		(113.0)		Less: accumulated depreciation		(149.2)		(140.5)
Construction in progress	Construction in progress		1.7		1.8		Construction in progress		2.6		2.9
Property and equipment, net	Property and equipment, net		$	182.6	$	189.4	Property and equipment, net		$	250.5	$	270.6

Depreciation expense was ~~$8.0~~$11.4 million and ~~$9.3~~$7.8 million for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $15.8 million and $18.0 million for the six months ended June 30, 2021 and 2020,~~ respectively.

During the three and six months ended June 30, 2020, the Company noted a sustained decline in stock price due to the reduced demand and oversupply of oil and natural gas, which was an indication that the fair value of the Company’s long-lived assets could have fallen below their carrying values. As a result, an impairment analysis was performed and it was determined that no impairment existed. Please see “Note 1 — Organization and Business Operations—Recent Events” for additional information regarding the macroeconomic environment and “Part I, Item 8. Financial Statements and Supplementary Data — Note 2 — Summary of Significant Accounting Policies — Significant Accounting Policies — Long-Lived Asset Impairment” of the Annual Report for the Company’s policy of testing long-lived assets for impairments.

Note 5 — ~~Goodwill~~Assets Held for Sale

Assets held for sale includes the net book value of excess assets acquired as part of the Basic Acquisition that the Company plans to sell within the next 12 months. Long-lived assets that meet the held for sale criteria are held for sale and ~~Intangible Assets~~reported at the lower of their carrying value or fair value less estimated costs to sell. The Company intends to sell the excess assets to fund repayment of the Eclipse M&E Term Loan and the Eclipse Term Loan B. Refer to “Note 10 — Debt” for further details related to the Eclipse M&E Term Loan and the Eclipse Term Loan B.

As of March 31, 2022, the Company classified land and building assets and supporting equipment, within our High Specification Rigs and Processing Solutions and Ancillary Services segments and being actively marketed, as held for sale. During the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, the Company ~~recognized $1.8 million~~did not record any gain or loss to assets held for sale as the carrying value was less than fair value less estimated costs to sell. Assets held for sale at March 31, 2022 consisted of ~~goodwill in connection with~~ the ~~Patriot Acquisition.~~following (in millions):


	March 31, 2022
Land and buildings	$	4.4
Other PP&E	1.3
Assets held for sale	$	5.7

Note 6 — Intangible Assets

Definite lived intangible assets are comprised of the following (in millions):


		Estimated Useful Life (years)	June 30, 2021		December 31, 2020			Estimated Useful Life (years)	March 31, 2022		December 31, 2021
Customer relationships	Customer relationships	10-18	$	11.4	$	11.4	Customer relationships	10-18	$	11.4	$	11.4
Less: accumulated amortization	Less: accumulated amortization		(3.3)		(2.9)		Less: accumulated amortization		(3.8)		(3.6)
Intangible assets, net	Intangible assets, net		$	8.1	$	8.5	Intangible assets, net		$	7.6	$	7.8

Amortization expense was $0.2 million and $0.2 million for ~~both of~~ the three months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020, and $0.4 million for both of the six months ended June 30, 2021 and 2020.~~respectfully. Amortization expense for the future periods is expected to be as follows (in millions):

For the twelve months ending June 30, Amount
2022 $ 0.7
2023 0.7
2024 0.7
2025 0.7
2026 0.7
Thereafter 4.6
Total $ 8.1

1011


For the twelve months ending March 31,	Amount
2023	$	0.7
2024	0.7
2025	0.7
2026	0.7
2027	0.8
Thereafter	4.0
Total	$	7.6

Note 67 — Accrued Expenses

Accrued expenses include the following (in millions):


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Accrued payables	Accrued payables	$	3.9	$	2.7	Accrued payables	$	12.6	$	12.5
Accrued compensation	Accrued compensation	4.8		4.5		Accrued compensation	8.3		12.7
Accrued taxes	Accrued taxes	1.0		1.0		Accrued taxes	1.8		2.1
Accrued insurance	Accrued insurance	0.2		1.1		Accrued insurance	1.7		3.0
Accrued expenses	Accrued expenses	$	9.9	$	9.3	Accrued expenses	$	24.4	$	30.3

Note 78 — Leases

Operating Leases

The Company has operating leases, primarily for real estate and equipment, with terms that vary from ~~12 months~~one to seven years, included in operating lease costs in the table below. The operating leases are included in operating leases, right-of-use assets, other current liabilities and operating leases, right-of-use obligations in the Condensed Consolidated Balance Sheets.

Lease costs associated with yard and field offices are included in cost of services and executive offices are included in general and administrative costs in the Condensed Consolidated Statements of Operations. Lease costs and other information related to operating leases for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 and ~~2020,~~2021, are as follows (in millions):


		Three Months Ended June 30,				Six Months Ended June 30,							Three Months Ended March 31,
		2021		2020		2021			2020				2022			2021
Short-term lease costs	Short-term lease costs	$	0.5	$	0.6	$	0.8		$	1.4		Short-term lease costs	$	2.5		$	0.3
Operating lease cost	Operating lease cost	$	0.5	$	0.7	$	0.8		$	1.4		Operating lease cost	$	0.6		$	0.3
Operating cash outflows from operating leases	Operating cash outflows from operating leases	$	0.4	$	0.7	$	0.7		$	1.4		Operating cash outflows from operating leases	$	0.5		$	0.3

Weighted average remaining lease term	Weighted average remaining lease term					5.1 years			6.0 years			Weighted average remaining lease term	5.0 years			5.9 years
Weighted average discount rate	Weighted average discount rate					8.6		%	9.3		%	Weighted average discount rate	8.9		%	8.5		%

Aggregate future minimum lease payments under operating leases are as follows (in millions):


For the twelve months ending June 30,		Total
2022		$	2.0
For the twelve months ending March 31,				For the twelve months ending March 31,	Total
2023	2023	1.4		2023	$	1.4
2024	2024	1.2		2024	1.4
2025	2025	1.2		2025	1.4
2026	2026	1.2		2026	1.4
2027				2027	1.3
Thereafter	Thereafter	1.2		Thereafter	1.2
Total future minimum lease payments	Total future minimum lease payments	8.2		Total future minimum lease payments	8.1
Less: amount representing interest	Less: amount representing interest	(1.7)		Less: amount representing interest	(1.3)
Present value of future minimum lease payments	Present value of future minimum lease payments	6.5		Present value of future minimum lease payments	6.8
Less: current portion of operating lease obligations	Less: current portion of operating lease obligations	(1.5)		Less: current portion of operating lease obligations	(1.2)
Long-term portion of finance lease obligations	Long-term portion of finance lease obligations	$	5.0	Long-term portion of finance lease obligations	$	5.6

Finance Leases

The Company leases certain assets, primarily automobiles, under finance leases with terms that are generally three to five years. The assets and liabilities under finance leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the assets. The assets are amortized over the shorter of the estimated useful lives or over the lease term. The finance leases are included in Property and equipment, net, Other current liabilities and Other long-term liabilities in the Condensed Consolidated Balance Sheets.

Lease costs and other information related to finance leases for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ are as follows (in millions):


		Three Months Ended June 30,				Six Months Ended June 30,							Three Months Ended March 31,
		2021		2020		2021			2020				2022			2021
Amortization of finance leases	Amortization of finance leases	$	0.8	$	1.4	$	1.6		$	2.8		Amortization of finance leases	$	0.5		$	0.8
Interest on lease liabilities	Interest on lease liabilities	$	0.1	$	0.1	$	0.2		$	0.3		Interest on lease liabilities	$	0.1		$	0.1
Financing cash outflows from finance leases	Financing cash outflows from finance leases	$	1.4	$	1.4	$	2.2		$	2.6		Financing cash outflows from finance leases	$	1.2		$	0.8

Weighted average remaining lease term	Weighted average remaining lease term					1.5 years			1.5 years			Weighted average remaining lease term	1.4 years			3.0 years
Weighted average discount rate	Weighted average discount rate					3.5		%	4.0		%	Weighted average discount rate	1.9		%	6.2		%

Aggregate future minimum lease payments under finance leases are as follows (in millions):


For the twelve months ending June 30,		Total
2022		$	2.5
For the twelve months ending March 31,				For the twelve months ending March 31,	Total
2023	2023	1.1		2023	$	4.7
2024	2024	0.4		2024	2.2
2025	2025	0.1		2025	0.5

Total future minimum lease payments	Total future minimum lease payments	4.1		Total future minimum lease payments	7.4
Less: amount representing interest	Less: amount representing interest	(0.2)		Less: amount representing interest	(0.4)
Present value of future minimum lease payments	Present value of future minimum lease payments	3.9		Present value of future minimum lease payments	7.0
Less: current portion of finance lease obligations	Less: current portion of finance lease obligations	(2.4)		Less: current portion of finance lease obligations	(4.4)
Long-term portion of finance lease obligations	Long-term portion of finance lease obligations	$	1.5	Long-term portion of finance lease obligations	$	2.6

Note 89 — Other Financing Liabilities

During the ~~three and six months~~year ended ~~June 30,~~December 31, 2021, the Company entered into an agreement to sell a parcel of land and a building attached thereto, and subsequently leased back the property. The Company received cash of $12.1 million from the sale and the lease has a 15 year term with an annual rent escalation of 2 percent per annum.

During the ~~six months~~year ended ~~June 30,~~December 31, 2021, the Company entered into an agreement to sell certain of other fixed assets and subsequently leased back such ~~assets and~~assets. The Company received cash of $3.5 million to be paid over 18 to 60 months.

~~The sale of the fixed assets during the three and six months ended June 30, 2021,~~These sales did not qualify for sale accounting, therefore these leases were classified as finance leases and no gain or loss was recorded. The net book value of the assets remained in ~~property~~Property and equipment, net and are depreciating over their original useful lives.

As of ~~June 30, 2021,~~March 31, 2022, aggregate future lease payments of the financing liabilities are as follows (in millions):


For the twelve months ending June 30,		Total
2022		$	2.6
For the twelve months ending March 31,				For the twelve months ending March 31,	Total
2023	2023	1.4		2023	$	1.1
2024	2024	0.7		2024	0.6
2025	2025	0.7		2025	0.6
2026	2026	0.7		2026	0.7
2027				2027	0.7
Thereafter	Thereafter	9.9		Thereafter	9.5
Total future minimum lease payments	Total future minimum lease payments	$	16.0	Total future minimum lease payments	$	13.2

Note 910 — Debt

The aggregate carrying amounts, net of issuance costs, of the Company’s debt consists of the following (in millions):


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Credit Facility		$	9.5	$	7.2
Encina Master Financing Agreement		12.4		17.3
Eclipse Revolving Credit Facility						Eclipse Revolving Credit Facility	44.8		27.0
Eclipse M&E Term Loan, net						Eclipse M&E Term Loan, net	12.0		12.2
Eclipse Term Loan B						Eclipse Term Loan B	10.7		11.9
Secured Promissory Note						Secured Promissory Note	8.3		10.4
Installment Purchases	Installment Purchases	1.0		0		Installment Purchases	0.9		1.0
Promissory Note		0		0
Total Debt	Total Debt	22.9		24.5		Total Debt	76.7		62.5
Current portion of long-term debt	Current portion of long-term debt	(10.4)		(10.0)		Current portion of long-term debt	(61.1)		(44.1)
Long term-debt, net	Long term-debt, net	$	12.5	$	14.5	Long term-debt, net	$	15.6	$	18.4

~~Credit Facility~~Eclipse Loan and Security Agreement

On ~~August 16, 2017, Ranger Services,~~September 27, 2021, the Company entered into a ~~$50.0~~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 ~~senior secured~~(the “EBC Credit Facility”), consisting of (i) a revolving credit facility in an aggregate principal amount of up to $50.0 million (the ~~“Credit~~“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”). Debt under the Eclipse Loan and Security Agreement is secured by ~~and among certain of Ranger’s subsidiaries, as borrowers, each~~a lien on substantially all of the ~~lenders party thereto~~Company’s assets. The Company was in compliance with the Eclipse Loan and ~~Wells Fargo Bank, N.A.,~~Security Agreement covenants as ~~administrative agent~~of March 31, 2022.

On January 7, 2022, the Company entered into the First Amendment to Loan and Security Agreement (the ~~“Administrative Agent”~~Eclipse Loan and Security Agreement, as amended by the First Amendment, the “Amended Loan Agreement”). with EBC and Eclipse Business Capital SPV, LLC, which increased the Maximum Revolving Credit Facility Amount (as defined in the Amended Loan Agreement) to $65.0 million, among other things.

Revolving Credit Facility

The Revolving Credit Facility was drawn in part on September 27, 2021, to repay the indebtedness under the existing EBC Credit Facility, which was terminated in connection with such repayment, and to pay for the fees, costs and expenses incurred in connection with the EBC Credit Facility. The undrawn portion of the Revolving Credit Facility is available to fund working capital and other general corporate expenses and for other-permitted uses, including the financing of permitted investments and restricted payments. The 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 ~~serves~~serve as collateral for the borrowings under the Revolving Credit Facility, ~~and~~which is scheduled to mature in ~~August 2022.~~

September 2025. The ~~applicable margin for~~Revolving Credit Facility includes a subjective acceleration clause and cash dominion provisions that permits the ~~LIBOR loans ranges~~administrative agent to sweep cash daily from ~~1.5%~~certain bank accounts into an account of the administrative agent to ~~2.0% and~~repay the ~~applicable margin for Base Rate loans ranges from 0.5% to 1.0%, in each case, depending on Ranger LLC’s average excess availability~~Company’s obligations under the Revolving Credit Facility. The ~~applicable margins for~~borrowings of the ~~LIBOR loan was 2.1% and the Base Rate loan was 4.3% as of June 30, 2021. The weighted average interest rate for the borrowings under the~~Revolving Credit Facility, ~~was 2.6% for~~therefore, will be classified as Long-term debt, current portion on the ~~six months ended June 30, 2021. The applicable margin for the LIBOR and Base Rate loans will decrease to 1.75% and 0.75% effective July 1, 2021 due to an increase in the average availability.~~Condensed Consolidated Balance Sheet.

Under the Revolving Credit Facility, the total loan capacity was ~~$22.5~~$51.2 million, which was based on a borrowing base certificate in effect as of ~~June 30, 2021.~~March 31, 2022. The Company had outstanding borrowings of ~~$9.7~~$44.8 million under the Revolving Credit Facility, leaving a residual ~~$12.8~~$6.4 million available for borrowings as of ~~June 30, 2021. The Company was in compliance with~~March 31, 2022. Borrowings under the Revolving Credit Facility ~~covenants as~~bear interest at a rate per annum equal to 5% in excess of ~~June 30, 2021.~~ the LIBOR Rate and 4% in excess of the Base Rate through April 1, 2022. The weighted average interest rate for the loan was 6.0% for the three months ended March 31, 2022.

The Company capitalized fees of ~~$0.7~~$1.8 million associated with the Revolving Credit Facility, which are included in Other assets in the Condensed Consolidated Balance Sheets. Such fees will continue to be amortized through maturity and are included in Interest expense, net on the Condensed Consolidated Statement of Operations. Unamortized debt issuance costs as of March 31, 2022 were $1.6 million.

M&E Term Loan Facility

Under the M&E Term Loan Facility, the Company had outstanding borrowings of $12.3 million where the monthly principal installments commenced on March 1, 2022. Borrowings under the M&E Term Loan Facility bear interest at a rate per annum equal to 8% in excess of the LIBOR Rate and 7% in excess of the Base Rate. The weighted average interest rate for the M&E Term Loan was 9.0% for the three months ended March 31, 2022. The M&E Term Loan Facility is scheduled to mature in September 2025. Any principal amounts repaid may not be reborrowed.

The Company capitalized fees of $0.3 million associated with this M&E Term Loan Facility, which are included in the Consolidated Balance Sheets as a discount to the Long-term debt, net. Such fees will continue to be amortized through maturity and are included in Interest expense, net on the Condensed Consolidated Statement of Operations. Unamortized debt issuance costs as of March 31, 2022 were $0.3 million. The Company paid approximately $0.2 million on M&E Term Loan subsequent to March 31, 2022, where such cash was generated from the sale of certain assets under the M&E Term Loan.

Term Loan B

On October 1, 2021, the Term Loan B, was finalized in connection with the closing of the Basic Acquisition. Borrowings under Term Loan B bear interest at a rate per annum equal to 13% in excess of the LIBOR Rate and 11% in excess of the Base Rate. Term Loan B is scheduled to mature in September 2022. The weighted average interest rate for Term Loan B was 13.0% for the three months ended March 31, 2022.

On October 1, 2021, the Term Loan B was drawn in full to repay borrowings under the Revolving Credit Facility and as of March 31, 2022 the principal balance outstanding was $11.0 million. Principal payments are generated from the proceeds from the sale of Basic assets, and may not be reborrowed. The Company capitalized fees of $0.6 million associated with Term Loan B, which are included in the Condensed Consolidated Balance Sheets as a discount to the ~~Credit Facility.~~Long-term debt, current portion. Such fees will continue to be amortized through maturity and are included in Interest Expense, net on the Condensed Consolidated Statement of Operations. Unamortized debt issuance costs as of ~~June 30,~~March 31, 2022 were $0.3 million. The Company paid approximately $4.9 million on Term Loan B subsequent to March 31, 2022, where such cash was generated from the sale of Basic assets under the Term Loan B.

Secured Promissory Note

In connection with the PerfX Acquisition, on July 8, 2021, ~~was $0.2 million.~~

~~Encina Master Financing and Security Agreement~~

~~On June 22, 2018, the Company~~Bravo Wireline, LLC, a wholly owned subsidiary of Ranger, entered into a ~~Master Financing and Security Agreement (the “Financing Agreement”)~~security agreement with ~~Encina Equipment Finance SPV,~~Chief Investments, LLC, ~~(the “Lender”). The amount available to be provided by~~as administrative agent, for the ~~Lender to~~financing of certain assets acquired. Certain of the ~~Company~~assets acquired serve as collateral under the Financing Agreement was contemplated to be not less than $35.0 million, and not to exceed $40.0 million. The first financing was required to be in an amount up to $22.0 million, which was used by the Company to acquire certain capital equipment. Subsequent to the first financing, the Company borrowed an additional $17.8 million, net of expenses and in 2 tranches, under the Financing Agreement. The Company utilized the additional net proceeds to acquire certain capital equipment. The Financing Agreement is secured by a lien on certain high-spec rig assets.Secured Promissory Note. As of ~~June 30, 2021,~~March 31, 2022, the aggregate principal balance outstanding ~~under the Financing Agreement~~ was ~~$12.7~~$8.3 million. The total borrowings under the Financing Agreement were borrowed in 3 tranches, where the amounts outstanding are payable ratably over 48 months from the time of each borrowing. The 3 tranches mature in July 2022, November 2022 and January 2023.

Borrowings under the ~~Financing Agreement~~Secured Promissory Note bear interest at a rate of 8.5% per annum ~~equal~~and is scheduled to ~~the sum of 8.0% plus LIBOR, which was 1.5% as of June 30, 2021. Under the terms of the Financing Agreement,~~mature in ~~no event will LIBOR fall below 1.5% and it requires the Company to maintain a leverage ratio of 2.5 to 1.0.~~January 2024. The Company made a cash payment of $1.5 million payment in February 2022 on the Secured Promissory Note, where such cash was ~~in compliance~~generated from the sale of assets with ~~the covenants under the Financing Agreement as of June 30, 2021.~~

The Company capitalized fees of $0.9 million associated with the Financing Agreement, which are included in the Condensed Consolidated Balance Sheets as a discount to the long term debt. Such fees will continue to be amortized through maturity and are included in Interest Expense, net in the Condensed Consolidated Statements of Operations. Unamortized debt issuance costs as of June 30, 2021 was $0.3 million.an attached lien.

Other Installment Purchases

During the ~~three and six months~~year ended ~~June 30,~~December 31, 2021, the Company entered into various Installment and Security Agreements (collectively, the “Installment Agreements”) in connection with the purchase of certain ancillary equipment, where such assets are being held as collateral. As of ~~June 30, 2021,~~March 31, 2022, the aggregate principal balance outstanding under the Installment Agreements was ~~$1.0~~$0.9 million and is payable ratably over 36 months from the time of each purchase. The monthly installment payments contain an imputed interest rate that are consistent with the Company’s incremental borrowing rate and is not significant to the Company.

~~ESCO Notes Payable~~

In connection with the IPO and the ESCO Leasing, LLC (“ESCO”) acquisition, both of which occurred on August 16, 2017, the Company issued $7.0 million of Seller’s Notes as partial consideration for the ESCO acquisition. These notes included a note for $5.8 million, which was settled in March 2020. During the six months ended June 30, 2020, the Company paid $3.8 million to settle the note and any unpaid interest, in full, and recognized a gain on the retirement of debt of $2.1 million, which is included in the Condensed Consolidated Statement of Operations within General and administrative expenses.

Debt Obligations and Scheduled Maturities

As of ~~June 30, 2021,~~March 31, 2022, aggregate future principal payments of total debt are as follows (in millions):


For the twelve months ending June 30,		Total
2022		$	10.4
For the twelve months ending March 31,				For the twelve months ending March 31,	Total
2023	2023	12.7		2023	$	61.4
2024	2024	0.3		2024	8.5
2025				2025	2.5
2026				2026	4.8
Total	Total	$	23.4	Total	$	77.2

Note 1011 — Equity

Series A Preferred Stock

On September 10, 2021, the Company consummated the private placement under the Securities Purchase Agreement, dated September 10, 2021, with certain accredited investors of 6.0 million newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share, in exchange for cash consideration in an aggregate amount of $42 million. The transaction closed on October 1, 2021 and in April 2022, the Preferred Stock automatically converted into shares of the

Company’s Class A Common Stock upon effectiveness of the registration statement filed on Form S-1 by the Company on March 31, 2022 (File No. 001-699-039).

Equity-Based Compensation

In 2017, the Company adopted the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan (the “2017 Plan”). The Company has granted shares of restricted stock (“restricted shares” or “RSAs”) and performance-based restricted stock units (“performance stock units” or “PSUs”) under the 2017 Plan.

Restricted Stock Awards

The Company has granted RSAs, which generally vest in 3 equal annual installments beginning on the first anniversary date of the grant. During the three and six months ended June 30, 2021, the Company granted 500,073 restricted shares with an aggregate value of $3.0 million. During the three and six months ended June 30, 2020, the Company granted 465,304 restricted shares with an aggregate fair value of $2.0 million. As of ~~June 30, 2021,~~March 31, 2022, there was an aggregate ~~$4.7~~$2.5 million of unrecognized expense related to restricted shares issued which ~~are~~is expected to be recognized over a weighted average period of ~~1.9~~1.5 years. Subsequent to March 31, 2022, the Company granted approximately 398,000 RSAs with an approximated aggregate value of $4.0 million.

Performance Stock Units

The performance criteria applicable to performance stock units that have been granted by the Company are based on relative total shareholder return, which measures the Company’s total shareholder return as compared to the total shareholder return of a designated peer group, and absolute total shareholder return. Generally, the performance stock units are subject to an approximated three-year performance period.

During the three and six months ended June 30, 2021, the Company granted 145,270 target shares of market based performance stock units at a relative and absolute grant date fair value of approximately $9.24 and $7.45 per share, respectively, which are expected to vest (if at all) following the completion of the applicable performance period on March 15, 2024. During the three and six months ended June 30, 2020, the Company granted 121,262 target shares of market based performance stock units at a relative and absolute grant date fair value of $6.33 per share and $3.62 per share, respectively, which are expected to vest (if at all) following the completion of the applicable performance period on April 3, 2023. As of ~~June 30, 2021,~~March 31, 2022, there was an aggregate ~~$1.8~~$1.0 million of unrecognized compensation cost related to performance stock units which are expected to be recognized over a weighted average period of ~~1.9~~1.5 years.

~~Share Repurchases~~

~~During the six months ended June 30, 2020,~~ Subsequent to March 31, 2022, the Company repurchased 344,828 shares of the Company’s Class A Common Stock for an aggregate $2.4 million in a privately negotiated transaction with ESCO. See Note 14 — Commitments and Contingencies for further details.granted approximately 72,000 PSUs (based on target).

In June 2019, the Board of Directors approved a share repurchase program, authorizing the Company to purchase up to 10% of the outstanding Class A Common Stock held by non-affiliates, not to exceed 580,000 shares or $5.0 million in aggregate value. Share repurchases may have taken place from time to time on the open market or through privately negotiated transactions. The duration of the share repurchase program was 12 months and therefore ended in June 2020. During the six months ended June 30, 2020, the Company repurchased 93,063 shares of the Company’s Class A Common Stock for an aggregate $0.7 million.

Note 1112 — Risk Concentrations

Customer Concentrations

For the three months ended ~~June 30, 2021,~~March 31, 2022, two customers, ~~EOG Resources~~Occidental Petroleum Corporation and ~~ConocoPhillips,~~Chevron, accounted for ~~20%~~11% and ~~14%, respectively, of the Company’s consolidated revenues. For the six months ended June 30, 2021, the same two customers accounted for 22% and 12%~~10%, respectively, of the Company’s consolidated revenues. As of ~~June 30, 2021,~~March 31, 2022, approximately ~~28%~~27% of the net accounts receivable balance was due from these two customers.

For the three months ended ~~June 30, 2020, two customers,~~March 31, 2021, one customer, EOG Resources, ~~and Concho Resources, Inc.,~~ accounted for ~~23% and 18%, respectively, of the Company’s consolidated revenues. For the six months ended June 30, 2020, the same two customers each accounted for 19%~~24% of the Company’s consolidated revenues. As of ~~June 30, 2020,~~March 31, 2021, approximately ~~18%~~12% of the accounts receivable balance was due from ~~these customers.~~this customer.

Note 1213 — Income Taxes

The Company is a corporation and is subject to U.S. federal income tax. The effective U.S. federal income tax rate applicable to the Company for the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021 was 22.5% and ~~2020 was (1.7)~~(5.4)% ~~and 0.0%~~, respectively. The Company is subject to the Texas Margin Tax that requires tax payments at a maximum statutory effective rate of 0.75% on the taxable margin of each taxable entity that does business in Texas.

As a result of the initial public offering and subsequent reorganization, the Company recorded a deferred tax asset. However, a ~~full~~ valuation allowance (“VA”) has been recorded to reduce the Company’s net deferred tax assets to an amount that is more likely than not to be realized. The VA is based upon the uncertainty of the realization of certain federal and state deferred tax assets related to net operating loss carryforwards and other tax attributes.

Total income tax expense for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ differed from amounts computed by applying the U.S. federal statutory tax rates to pre-tax income or loss primarily due to ~~changes in~~the release of the valuation allowance ~~related to pre-tax book income or loss and~~on deferred tax assets, the impact of permanent differences between book and taxable income, ~~or loss~~and income attributable to noncontrolling ~~interest. The effective tax rate includes a rate benefit attributable to the fact~~interest that ~~Ranger LLC operates as a limited liability company treated as a partnership for federal and state income tax purposes and as such,~~ is not subject to federal ~~and state~~ income taxes, except for the State of Texas for which Ranger LLC files with the Company. Accordingly, the portion of earnings attributable to noncontrolling interest is subject to tax when reported as a component of the noncontrolling interest’s taxable income.taxes.

The Company is subject to the following material taxing jurisdictions: the United States and Texas. As of ~~June 30, 2021,~~March 31, 2022, the Company has no current tax years under audit. The Company remains subject to examination for federal income taxes and state income taxes for tax years 2019, 2018, 2017 and 2016.

The Company has evaluated all tax positions for which the statute of limitations remains open and believes that the material positions taken would more likely than not be sustained upon examination. Therefore, as of ~~June 30, 2021,~~March 31, 2022, the Company had not established any reserves for, nor recorded any unrecognized benefits related to, uncertain tax positions.

The Coronavirus, Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020 in the U.S., includes measures to assist companies, including temporary changes to income and non-income-based tax laws. For the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, there were no material tax impacts to the ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements as it relates to COVID-19 measures. However, the Company has deferred payroll tax payments of ~~$1.9~~$1.1 million as of ~~June 30, 2021, where 50% of~~

March 31, 2022 and was included in Accrued expenses on the ~~deferral is due by December 31, 2021.~~Condensed Consolidated Balance Sheet. The Company will continue to monitor additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and others.

Note 1314 — Loss per Share

Loss per share is based on the amount of net loss allocated to the shareholders and the weighted average number of shares outstanding during the period for each class of Common Stock. The numerator and denominator used to compute loss per share were as follows (in millions, except share and per share data):


		Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Loss (numerator):	Loss (numerator):										Loss (numerator):
Basic:	Basic:										Basic:
Net loss attributable to Ranger Energy Services, Inc.	Net loss attributable to Ranger Energy Services, Inc.	$	(5.6)	$	(4.9)	$	(10.2)	$	(3.4)		Net loss attributable to Ranger Energy Services, Inc.	$	(5.7)	$	(4.6)
Net loss attributable to Class A Common Stock	Net loss attributable to Class A Common Stock	$	(5.6)	$	(4.9)	$	(10.2)	$	(3.4)		Net loss attributable to Class A Common Stock	$	(5.7)	$	(4.6)

Diluted:	Diluted:										Diluted:
Net loss attributable to Ranger Energy Services, Inc.	Net loss attributable to Ranger Energy Services, Inc.	$	(5.6)	$	(4.9)	$	(10.2)	$	(3.4)		Net loss attributable to Ranger Energy Services, Inc.	$	(5.7)	$	(4.6)

Net loss attributable to Class A Common Stock	Net loss attributable to Class A Common Stock	$	(5.6)	$	(4.9)	$	(10.2)	$	(3.4)		Net loss attributable to Class A Common Stock	$	(5.7)	$	(4.6)

Weighted average shares (denominator):	Weighted average shares (denominator):										Weighted average shares (denominator):
Weighted average number of shares - basic	Weighted average number of shares - basic	9,523,127		8,474,077		9,055,077		8,545,925			Weighted average number of shares - basic	18,472,909		8,581,642

Weighted average number of shares - diluted	Weighted average number of shares - diluted	9,523,127		8,474,077		9,055,077		8,545,925			Weighted average number of shares - diluted	18,472,909		8,581,642

Basic loss per share	Basic loss per share	$	(0.59)	$	(0.58)	$	(1.13)	$	(0.40)		Basic loss per share	$	(0.31)	$	(0.54)
Diluted loss per share	Diluted loss per share	$	(0.59)	$	(0.58)	$	(1.13)	$	(0.40)		Diluted loss per share	$	(0.31)	$	(0.54)

During the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company excluded approximately ~~1.3~~0.7 million and 0.9 million of equity-based awards, ~~respectively. For all periods presented~~respectively, in calculating diluted loss per share, as the ~~table above,~~effect was anti-dilutive. During the three months ended March 31, 2022 and 2021, the Company excluded 6.0 million shares of Series A Preferred Stock issuable upon an effective registration statement and 6.9 million shares of Common Stock issuable upon conversion of the Company’s Class B Common Stock, respectively, in calculating diluted ~~loss per share. These items were excluded from the calculation of the~~ loss per share, as the effect was anti-dilutive.

Note 1415 — Commitments and Contingencies

Legal Matters

From time to time, the Company is involved in various legal matters arising in the normal course of business. The Company does not believe that the ultimate resolution of these currently pending matters will have a material adverse effect on its condensed consolidated financial position or results of operations.

During the year ended December 31, 2018, the Company provided notice to ESCO that the Company sought to be indemnified for breach of contract. The Company exercised the right to stop payments of the remaining principal balance of $5.8 million on the Seller's Notes and any unpaid interest, pending resolution of certain indemnification claims. During the six months ended June 30, 2020, the Company paid an aggregate of $6.2 million to ESCO, of which $3.8 million was paid to settle the Seller’s Note, and any unpaid interest, and $2.4 million was paid to repurchase shares of the Company’s Class A Common Stock. Please see “Note 9 — Debt” and “Note 10 — Equity” for further details of the debt and equity settlements.

Note 1516 — Segment Reporting

The Company’s operations are located in the United States and organized into 3 reportable segments: High Specification Rigs, ~~Completion and Other~~Wireline Services and Processing ~~Solutions.~~Solutions and Ancillary Services. The reportable segments comprise the structure used by the Chief Operating Decision Maker (“CODM”) to make key operating decisions and assess performance during the years presented in the accompanying ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements. The CODM evaluates the segments’ operating performance based on multiple measures including Operating income, Adjusted EBITDA, rig hours and ~~rig utilization.~~state counts. The tables below present the operating income measurement, as the Company believes this is most consistent with the principals used in measuring the ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

The following is a description of each operating segment:

High Specification ~~Rigs.~~Rigs. ~~The Company’s~~Provides high-spec well service rigs and complementary equipment and services to facilitate operations throughout the lifecycle of a well.

Wireline Services. Provides services necessary to bring and maintain a well ~~including (i)~~on production and consists of our wireline completion, ~~(ii) workover, (iii) well maintenance~~wireline production and (iv) decommissioning. The Company provides these advanced well services to E&P companies, particularly to those operating in unconventional oil and natural gas reservoirs and requiring technically and operationally advanced services. The Company’s high-spec rigs are designed to support growing U.S. horizontal well demands. In addition to the core well service rig operations, the Company offers a suitepump down lines of ~~complementary services.~~business.

1617

~~Completion~~Processing Solutions and ~~Other Services.~~Ancillary Services. ~~The Completion and Other Services segment provides wireline completion services necessary to bring a well on production and~~Provides other ~~ancillary~~ services often utilized in conjunction with ~~the high-spec rig~~our High Specification Rigs and Wireline Services segments. These services ~~to enhance the production of a well.~~include equipment rentals, plug and abandonment, logistics hauling, processing solutions, as well as snubbing and coil tubing.

~~Processing Solutions.~~Other The Company 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.

~~Other.~~. The Company incurs costs, indicated as Other, that are not allocable to any of the operating segments or lines of business and include corporate general and administrative expenses as well as depreciation of office furniture and fixtures and other corporate assets.

Segment information as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 and for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ is as follows (in millions):


		High Specification Rigs		Completion and Other Services		Processing Solutions		Other		Total			High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
		Three Months Ended June 30, 2021											Three Months Ended March 31, 2022
Revenues	Revenues	$	29.0	$	19.8	$	1.2	$	0	$	50.0	Revenues	$	64.9	$	38.6	$	20.1	$	—	$	123.6
Cost of services	Cost of services	24.0		19.2		0.9		0		44.1		Cost of services	50.8		40.4		16.8		—		108.0
Depreciation and amortization	Depreciation and amortization	4.7		2.5		0.7		0.3		8.2		Depreciation and amortization	6.4		2.7		2.0		0.5		11.6
Operating income (loss)	Operating income (loss)	0.3		(1.9)		(0.4)		(6.5)		(8.5)		Operating income (loss)	7.7		(4.5)		1.3		(9.7)		(5.2)
Interest expense, net	Interest expense, net	0		0		0		0.7		0.7		Interest expense, net	—		—		—		2.1		2.1
Net income (loss)	Net income (loss)	0.3		(1.9)		(0.4)		(7.1)		(9.1)		Net income (loss)	7.7		(4.5)		1.3		(10.2)		(5.7)
Capital expenditures	Capital expenditures	$	1.4	$	0.9	$	0	$	0	$	2.3	Capital expenditures	$	1.2	$	0.9	$	0.3	$	—	$	2.4

		Six Months Ended June 30, 2021
Revenues		$	50.7	$	35.3	$	2.3	$	0	$	88.3
Cost of services		43.0		33.8		1.4		0		78.2
Depreciation and amortization		9.5		4.7		1.3		0.7		16.2
Operating income (loss)		(1.8)		(3.2)		(0.4)		(10.4)		(15.8)
Interest expense, net		0		0		0		1.3		1.3
Net income (loss)		(1.8)		(3.2)		(0.4)		(12.0)		(17.4)
Capital expenditures		$	2.4	$	1.1	$	0	$	0	$	3.5

		As of June 30, 2021											As of March 31, 2022
Property and equipment, net	Property and equipment, net	$	108.6	$	32.8	$	36.3	$	4.9	$	182.6	Property and equipment, net	$	133.7	$	38.3	$	61.0	$	17.5	$	250.5
Total assets	Total assets	$	158.4	$	47.8	$	37.1	$	7.2	$	250.5	Total assets	$	210.5	$	60.3	$	96.1	$	27.6	$	394.5


	High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
	Three Months Ended March 31, 2021
Revenues	$	21.7	$	12.1	$	4.5	$	—	$	38.3
Cost of services	19.0		11.3		3.8		—		34.1
Depreciation and amortization	4.8		1.2		1.6		0.4		8.0
Operating income (loss)	(2.1)		(0.4)		(0.9)		(3.9)		(7.3)
Interest expense, net	—		—		—		0.6		0.6
Net income (loss)	(2.1)		(0.4)		(0.9)		(4.9)		(8.3)
Capital expenditures	$	1.0	$	0.2	$	—	$	—	$	1.2










	As of December 31, 2021
Property and equipment, net	$	140.4	$	41.5	$	63.3	$	25.4	$	270.6
Total assets	$	203.9	$	60.3	$	91.9	$	37.0	$	393.1

Note 17 — Subsequent Events

Series A Preferred Stock

On September 10, 2021, the Company consummated the private placement under the Securities Purchase Agreement, dated September 10, 2021, with certain accredited investors of 6.0 million newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share, in exchange for cash consideration in an aggregate amount of $42 million. On April 18, 2022, the Preferred Stock were automatically converted into shares of the Company’s Class A Common Stock upon effectiveness of the registration statement filed on Form S-1 by the Company on March 31, 2022 (File No. 001-699-039).

1718

High Specification Rigs Completion and Other Services Processing Solutions Other Total
Three Months Ended June 30, 2020
Revenues $ 11.4 $ 17.7 $ 1.6 $ 0 $ 30.7
Cost of services 10.1 13.3 0.4 0 23.8
Depreciation and amortization 5.2 2.6 1.3 0.4 9.5
Operating income (loss) (3.9) 1.8 (0.1) (5.9) (8.1)
Interest expense, net 0 0 0 0.8 0.8
Net income (loss) $ (3.9) $ 1.8 $ (0.1) $ (6.7) $ (8.9)
Capital expenditures $ (0.3) $ 0.5 $ 0.2 $ 0.3 $ 0.7
Six Months Ended June 30, 2020
Revenues $ 46.3 $ 61.0 $ 4.4 $ 0 $ 111.7
Cost of services 40.0 45.0 1.9 0 86.9
Depreciation and amortization 10.5 5.3 1.9 0.7 18.4
Operating income (loss) (4.2) 10.7 0.6 (11.2) (4.1)
Interest expense, net 0 0 0 1.9 1.9
Net income (loss) (4.2) 10.7 0.6 (13.2) (6.1)
Capital expenditures $ 4.3 $ 1.7 $ 0.4 $ 0.3 $ 6.7
As of December 31, 2020
Property and equipment, net $ 115.8 $ 30.8 $ 37.7 $ 5.1 $ 189.4
Total assets $ 154.3 $ 41.1 $ 38.4 $ 6.8 $ 240.6

~~Note 16 — Subsequent Events~~

~~PerfX Wireline Services, LLC (“PerfX”) Acquisition~~

On July 8, 2021 (the “Acquisition Date”), the Company and certain of its subsidiaries, entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with PerfX Wireline Services, LLC, a Nevada limited liability company (the “PerfX Acquisition”). As consideration for the assets acquired pursuant to the Asset Purchase Agreement, the Company issued 1,000,000 shares of Class A Common Stock, in addition to a Secured Promissory Note of $11.4 million, which bears an interest rate of 8.5% per annum and holds certain assets as collateral through the scheduled maturity date of January 31, 2024. The PerfX Acquisition will be accounted for using the acquisition method of accounting in accordance with ASC 805. The results of operations for the acquisition will be included in the accompanying condensed consolidated statements of operations from the Acquisition Date. The initial accounting for the PerfX Acquisition has not yet been completed, however management expects to finalize during the year ending December 31, 2021.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the historical financial statements and related notes included in Part I, Item 1. Financial Statements of this Quarterly Report on Form 10-Q (the “Quarterly Report”). This discussion contains “forward-looking statements” reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors. Factors that could cause or contribute to such differences include, but are not limited to, market prices for oil and natural gas, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below and elsewhere in this report. Please read Cautionary Note Regarding Forward-Looking Statements. Also, please read the risk factors and other cautionary statements described under Part II, Item 1A.-“Risk Factors” included elsewhere in this Quarterly Report and in our Annual Report filed on Form 10-K for the year ended December 31, ~~2019~~2021 (our “Annual Report”). We assume no obligation to update any of these forward-looking statements. Except as otherwise indicated or required by the context, all references in this Quarterly Report to the “Company,” “Ranger,” “we,” “us,” or “our” relate to Ranger Energy Services, Inc. (“Ranger, Inc.”) and its consolidated subsidiaries.

~~Overview~~How We Evaluate Our Operations

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

•High Specification Rigs. Provides high-specification (“high-spec”) well service rigs and complementary equipment and services to facilitate operations throughout the lifecycle of a well.

•~~Completion and Other~~Wireline Services. Provides ~~wireline completion~~ services necessary to bring and maintain a well on production and consists of our wireline completion, wireline production and pump down lines of business.

•Processing Solutions and Ancillary Services. Provides other ~~ancillary~~ services often utilized in conjunction with our ~~high-spec rig~~High Specification Rigs and Wireline Services segments. These services ~~to enhance the production of a well.~~

For additional financial information about our segments, please see “Item 1. Financial Information — Note 1315 — Segment Reporting.”

Recent Events and Outlook

~~Patriot Well Solutions (“Patriot”) Acquisition~~

During the three and six months ended June 30, 2021, the Company and certain of its subsidiaries completed the acquisition of Patriot (the “Patriot Acquisition”), a provider of wireline evaluation and intervention services that operate in the Permian, Denver-Julesburg and Powder River Basins and Bakken Shale. The results of operations for the acquisition are included in the accompanying condensed consolidated statements of operations from the date of acquisition.

~~PerfX Wireline Services, LLC (“PerfX”) Acquisition~~

~~On July 8, 2021, the Company and certain of its subsidiaries executed an Asset Purchase Agreement with PerfX Wireline Services, LLC~~Significant progress has been made to acquire certain assets (the “PerfX Acquisition”). As consideration for the assets acquired pursuant to the Asset Purchase Agreement, the Company issued 1,000,000 shares of Class A Common Stock, in addition to a Secured Promissory Note of $11.4 million (the “Secured Promissory Note”), which bears an interest rate of 8.5% per annum. The Secured Promissory Note holds certain assets as collateral through the scheduled maturity date of January 31, 2024.

~~Coronavirus (“COVID-19”)~~

~~The outbreak of the novel coronavirus (“COVID-19”) in the first quarter of 2020~~combat COVID-19 and its ~~continued spread across the globe has resulted,~~multiple variants, however, it remains a global challenge and ~~is likely~~continues to continue to result, in significant economic disruption and has, and will likely continue to, adversely affect the operations of the Company’s business, as the significantly reduced global and national economic activity has resulted in reduced demand for oil and natural gas. Federal, state and local governments mobilized to implement containment mechanisms and minimize impacts to their populations and economies. Various containment measures, which included the quarantining of cities, regions and countries, while aiding in the prevention of further outbreak, have resulted in a severe decline in general economic activity and a resulting decrease in energy demand. In addition, the global economy has experienced a significant disruption to global supply chains. The risks associated with the COVID-19 pandemic have impactedan impact on our ~~workforce and the way we meet our business objectives.~~financial results. The extent of the COVID-19 outbreak on the Company’s operational and financial performance will significantly depend on ~~certain~~further developments, including the duration and spread of the outbreak and ~~its~~ continued impact on our personnel, customer activity and third-party providers. The direct impact to the Company’s operations began to take affect at the close of the first quarter ended March 31, 2020 and has continued through the second quarter ended June 30, 2021; however the full extent to which the COVID-19 outbreak may affect the Company’s financial conditions, results of operations or liquidity subsequent to the date hereof.

~~COVID-19 and numerous public and political responses thereto have contributed to equity market volatility and potentially the risk of a global recession.~~ While commodity prices, as well as our stock price and operational activity, have improved ~~with~~during the ~~rollout of COVID-19 vaccines,~~quarter ended March 31, 2022, we expect this global ~~equity~~ market volatility to continue at least until the outbreak of COVID-19, including any new variants, stabilizes, if not longer. Additionally, increased activity during 2021 can be attributed to stay-at-home orders and other restrictions being lifted in certain geographical areas, however any future containment measures could curtail such growth. The response to the COVID-19 outbreak (such as stay-at-home orders, closures of restaurants and banning of group gatherings) and slowing of the global economy has contributed to increased unemployment rates.

The severe drop in economic activity, travel restrictions and other restrictions due to COVID-19 have had a significant negative impact on the demand for oil and gas. In addition to the impact of the COVID-19 outbreak, in March 2020, OPEC, Russia and certain other oil producing states, commonly referred to as “OPEC Plus,” failed to agree on a plan to cut production of oil and natural gas. Subsequently, Saudi Arabia announced plans to increase production to record levels and reduce the prices

at which they sell oil and, in turn, Russia responded with threats to also increase production. Collectively, these events created an unprecedented global oil and natural gas supply and demand imbalance, reduced global oil and natural gas storage capacity, caused oil and natural gas prices to decline significantly and resulted in continued volatility in oil, natural gas and NGLs prices through the year ended December 31, 2020. Since then, OPEC Plus has agreed to varying production levels in attempts to align production levels with demand as economies begin to reopen around the world, most recently agreeing to increase production by 400,000 barrels a day beginning in August 2021. There can be no assurance that the future actions, or inaction, of OPEC Plus or other major oil producers will not have material effects on commodity prices.

Factors deriving from the COVID-19 response, as well as the oil oversupply, that have and may continue to negatively impact sales, liquidity and gross margins in the future include, but are not limited to: limitations on the ability of our suppliers to provide materials or equipment, limitations on the ability of our employees to perform their work due to illness caused by the pandemic or local, state or federal orders requiring employees to remain at home; reduction of capital expenditures and discretionary spend; limitations on the ability of our customers to conduct business; and limitations on the ability of our customers to pay us on a timely basis. If prolonged, whether as a result of new strains or variants of COVID-19 or otherwise, such factors may also negatively affect the carrying values of our property and equipment and intangible assets. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities, or that we determine are in the best interests of our employees, customers and stakeholders.

The U.S. government ~~has~~ implemented a number of programs in the early wake of the impacts of COVID-19, including the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the largest relief package in U.S. history, and the Main Street Lending Program established by the Federal Reserve. We qualified for limited aid under the CARES Act and have deferred payroll tax payments of ~~$1.9~~$1.1 million as of ~~June 30, 2021~~March 31, 2022 under the CARES ~~Act.~~Act, which will become due on December 31, 2022.

~~How We Evaluate Our Operations~~In February 2022, Russia invaded neighboring Ukraine. The conflict has caused turmoil in global markets, resulting in higher oil prices, and injected even more uncertainty into a worldwide economy recovering from the effects of COVID-19. Given the evolving conflict, there are many unknown factors and events that could materially impact our operations. These events have and continue to impact commodity prices, which could have a material effect on our earnings, cash flows, and financial condition. In the short-term, commodity price fluctuations are highly uncertain. Actual price outcomes will be dependent on the degree to which existing sanctions imposed on Russia, any potential future sanctions, and independent corporate actions affect Russia’s oil production or the sale of Russia’s oil in the global market. In addition, the degree to which other oil producers respond to current oil prices, as well as the effects macroeconomic developments might have on global oil demand, will be important for oil price formation in the coming months.

Management uses a variety of metrics to analyze our operating results and profitability, which include operating revenues, cost of conducting our operations, operating income (loss) and adjusted EBITDA, among others. Within our High Specification Rig segment, management uses additional metrics to analyze our activity levels and profitability, including, rig hours and rig utilization.

Financial Metrics

How We Generate Revenues

~~We currently generate revenues through the provision of a variety of oilfield services. These services are performed under a variety of contract structures, including a long term take-or-pay contract~~Rig hours and ~~various master service agreements,~~stage counts, as ~~supplemented by statements of work, pricing agreements and specific quotes. A portion of our master services agreements include provisions that establish pricing arrangements for a period of up~~it relates to one year in length. However, the majority of those agreements provide for pricing adjustments based on market conditions. The majority of our services are priced based on prevailing market conditions and changing input costs at the time the services are provided, giving consideration to the specific requirements of the customer.

We analyze our revenues by comparing actual revenues to our internal projections for a given period and to prior periods to assess our performance. We believe that revenues are a meaningful indicator of the demand and pricing for our services.

~~Rig Hours~~

~~Within~~ our High Specification ~~Rig segment, we analyze rig hours as an~~Rigs and Wireline Services segments, respectively, are important ~~indicator~~indicators of our activity levels and profitability. The stage count metric has become increasingly important with the update in our external reporting segments. 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. ~~We typically bill~~Generally, during the period our services are being provided, our customers ~~for our well services~~are billed on an hourly basis ~~during~~for our high-spec rig services or, as it relates to our wireline services, they are billed upon the ~~period that a~~earlier of the completion of the well ~~service rig is actively working, making rig hours a useful metric for evaluating our profitability.~~

~~Rig Utilization~~

Within our High Specification Rig segment, we analyze rig utilization as a further important indicator of our activity levels and profitability. We measure rig utilization by reference to average monthly hours per rig, which is calculated by dividing (a) the approximate, aggregate operating well service rig hours for the periods presented by (b) the aggregate number of high-spec rigs in our fleet during such period, as aggregatedor on a monthly ~~basis utilizing a mid-month convention whereby a high-spec rig added to our fleet during a month, meaning that we have taken delivery of~~basis. The rates for such high-spec rig and it is ready for service, assumed to be in our fleet for one half of such month. We believe that rig utilization as measured by average monthly hours per high-spec rig is a meaningful indicator of the operational efficiency of our core revenue-producing assets, market demand for our well services and our ability to profitably capitalize on such demand. Our evaluation of our rig utilization as measured by average monthly hours per rig may not be comparable to that of our competitors.

~~The primary factors that have historically impacted, and will likely continue to impact, our actual aggregate well service~~ rig hours ~~for any specified period are: (i)~~and completed wells at which the customer ~~demand, which~~ is ~~influenced by factors such as commodity prices, the complexity of well completion operations and technological advances in our industry, and (ii) our ability to meet such demand,~~

~~which~~billed is influenced by changes in our fleet size and resulting rig availability, as well as weather, employee availability and related factors. The primary factors that have historically impacted, and will likely continue to impact, the aggregate number of high-spec rigs in our fleet during any specified period are the extent and timing of changes in the size of our well service rig fleet to meet short-term and expected long-term demand, and our ability to successfully maintaingenerally predetermined based upon a ~~fleet capable of ensuring sufficient, but not excessive, rig availability to meet such demand.~~contractual agreement.

Costs of Conducting Our Business

The principal ~~expenses involved in~~costs associated with conducting our business are personnel, repairs and maintenance, ~~costs as well as other direct material costs,~~ general and administrative, and depreciation expense.

Cost of Services. Our primary costs associated with our cost of services are related to personnel expenses, repairs and ~~amortization and interest expense. We manage the level~~maintenance of our fixed assets and perforating and gun costs. A significant portion of these expenses ~~except depreciation~~are variable, and ~~amortization and interest expense,~~therefore typically managed, based on ~~several factors, including~~ industry conditions and ~~expected~~ demand for our services. ~~In addition,~~Further, there is generally a ~~significant portion of~~correlation between our revenues generated and personnel and repairs and maintenance costs, which are dependent upon the ~~costs we incur in our business is variable based on the quantities of specific services provided and the requirements of such services.~~

~~Direct cost of services and general and administrative expenses include the following major cost categories: (i) personnel costs; and (ii) equipment costs, including repair and maintenance.~~operational activity.

Personnel costs associated with our operational employees represent a significant cost of our business. A substantial portion of our labor costs is attributable to our field crews and is partly variable based on the requirements of specific ~~customers and operations.~~customers. A key component of personnel costs ~~relate~~relates to the ongoing training of our employees, which improves safety rates and reduces attrition. ~~We also incur~~

General & Administrative. As described above general and administrative expenses are corporate in nature and are included within the Other segment. These costs ~~to employ personnel to support our services and perform maintenance on our assets. Costs for these employees~~ are not ~~directly tied~~attributable to any of our ~~level~~lines of ~~business activity.~~

~~Operating Income (Loss)~~businesses nor reporting segments.

We analyze our operating income ~~(loss),~~or loss by segment, which we ~~define~~have defined as revenues less cost of services ~~general~~ and ~~administrative expenses,~~ depreciation ~~and amortization, impairment and other operating expenses, to measure our financial performance.~~expense. We believe ~~operating income (loss)~~this is a ~~meaningful~~key financial metric ~~because~~as it provides insight on profitability and ~~true operating~~operational performance based on the historical cost basis of our assets.

Operating Income or Loss

We ~~also compare~~analyze our operating income ~~(loss) to~~or loss by segment, which we have defined as revenues 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 ~~internal projections for a given period and to prior periods.~~assets.

Adjusted EBITDA

We view Adjusted EBITDA, which is a non‑GAAP financial measure, ~~not determined in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”),~~ as an important indicator of performance. We define Adjusted EBITDA as net income ~~(loss)~~or loss before net interest expense, income tax provision ~~or benefit,~~(benefit), depreciation and amortization, ~~equity-based~~equity‑based compensation, ~~acquisition-related~~acquisition‑related and severance costs, gain orand loss on disposal of assets, legal fees and settlements, and other ~~non-cash~~non‑cash and certain other items that we do not view as indicative of our ongoing performance. See ~~“Results~~“—Results of ~~Operations—~~Operations” and “—Note Regarding ~~Non-GAAP~~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 ~~U.S.~~ GAAP.

2120

Results of Operations

Three Months Ended ~~June 30, 2021~~March 31, 2022 compared to Three Months Ended ~~June 30, 2020~~March 31, 2021

The following is an analysis of our operating results. See “—How We Evaluate Our Operations” for definitions of rig hours, ~~rig utilization~~stage counts and other analogous information. The significant declines in operational activity, across all segments, as well as corporate-related expenses are related to the deterioration of crude oil pricing and significantly reduced demand for our services since March 2020, primarily due to the effects of COVID-19, as described in “—Recent Events and Outlook.”


		Three Months Ended									Three Months Ended
		June 30,				Variance					March 31,				Variance
		2021		2020		$		%			2022		2021		$		%
Revenues	Revenues									Revenues
High specification rigs	High specification rigs	$	29.0	$	11.4	$	17.6	154	%	High specification rigs	$	64.9	$	21.7	$	43.2	199	%
Completion and other services		19.8		17.7		2.1		12	%
Processing solutions		1.2		1.6		(0.4)		(25)	%
Wireline services										Wireline services	38.6		12.1		26.5		219	%
Processing solutions and ancillary services										Processing solutions and ancillary services	20.1		4.5		15.6		347	%
Total revenues	Total revenues	50.0		30.7		19.3		63	%	Total revenues	123.6		38.3		85.3		223	%

Operating expenses	Operating expenses									Operating expenses
Cost of services (exclusive of depreciation and amortization):	Cost of services (exclusive of depreciation and amortization):									Cost of services (exclusive of depreciation and amortization):
High specification rigs	High specification rigs	24.0		10.1		13.9		138	%	High specification rigs	50.8		19.0		31.8		167	%
Completion and other services		19.2		13.3		5.9		44	%
Processing solutions		0.9		0.4		0.5		125	%
Wireline services										Wireline services	40.4		11.3		29.1		258	%
Processing solutions and ancillary services										Processing solutions and ancillary services	16.8		3.8		13.0		342	%
Total cost of services	Total cost of services	44.1		23.8		20.3		85	%	Total cost of services	108.0		34.1		73.9		217	%
General and administrative	General and administrative	6.2		5.5		0.7		13	%	General and administrative	9.2		3.5		5.7		163	%
Depreciation and amortization	Depreciation and amortization	8.2		9.5		(1.3)		(14)	%	Depreciation and amortization	11.6		8.0		3.6		45	%
Gain on sale of assets										Gain on sale of assets	—		—		—		100	%
Total operating expenses	Total operating expenses	58.5		38.8		19.7		51	%	Total operating expenses	128.8		45.6		83.2		182	%

Operating loss	Operating loss	(8.5)		(8.1)		(0.4)		5	%	Operating loss	(5.2)		(7.3)		2.1		(29)	%

Other expenses	Other expenses									Other expenses
Interest expense, net	Interest expense, net	0.7		0.8		(0.1)		(13)	%	Interest expense, net	2.1		0.6		1.5		250	%
Total other expenses	Total other expenses	0.7		0.8		(0.1)		(13)	%	Total other expenses	2.1		0.6		1.5		250	%

Loss before income tax expense	Loss before income tax expense	(9.2)		(8.9)		(0.3)		3	%	Loss before income tax expense	(7.3)		(7.9)		0.6		(8)	%
Tax (benefit) expense	Tax (benefit) expense	(0.1)		—		(0.1)		(100)	%	Tax (benefit) expense	(1.6)		0.4		(2.0)		(500)	%
Net loss	Net loss	$	(9.1)	$	(8.9)	$	(0.2)	2	%	Net loss	$	(5.7)	$	(8.3)	$	2.6	(31)	%

Revenues. Revenues for the three months ended ~~June 30, 2021~~March 31, 2022 increased ~~$19.3~~$85.3 million, or ~~63%~~223%, to ~~$50.0~~$123.6 million from ~~$30.7~~$38.3 million for the three months ended ~~June 30, 2020.~~March 31, 2021. The change in revenues by segment was as follows:

High Specification Rigs. High Specification Rig revenues for the three months ended ~~June 30, 2021~~March 31, 2022 increased ~~$17.6~~$43.2 million, or ~~154%~~199%, to ~~$29.0~~$64.9 million from ~~$11.4~~$21.7 million for the three months ended ~~June 30, 2020.~~March 31, 2021. The increase in rig services revenue included a ~~104%~~161% increase in total rig hours to ~~50,100~~112,500 for the three months ended ~~June 30, 2021~~March 31, 2022 from ~~24,600~~43,200 for the three months ended ~~June 30, 2020. The increased rig hours attributed to a 109% increase in rig utilization.~~March 31, 2021. The average revenue per rig hour increased ~~27%~~17% to ~~$587 from $463~~$577 for the three months ended ~~June 30, 2020.~~March 31, 2022 from $493 for the three months ended March 31, 2021. Of the total segment revenue increase, $32.7 million is attributable to the assets acquired in the Basic Acquisition. The increase in revenue, rig hours and average revenue per rig hour is also related to increased crude oil pricing and industry activity.

~~Completion and Other~~Wireline Services. ~~Completion and Other~~ WirelineServices revenues for the three months ended ~~June 30, 2021~~March 31, 2022 increased ~~$2.1~~$26.5 million, or ~~12%~~219%, to ~~$19.8~~$38.6 million from ~~$17.7~~$12.1 million for the three months ended ~~June 30, 2020.~~March 31, 2021. The ~~increase~~increased wireline services revenue was primarily attributable to ~~our wireline business,~~completion services which ~~includes activity from the acquisition of Patriot during~~included a 163% increase in completed stage count to 7,400 for the three months ended ~~June 30, 2021. The consolidated wireline activity accounted~~March 31, 2022 from 2,800 for ~~approximately $0.3 million of~~ the ~~segment revenue increase, which includes $2.3 million of revenue from Patriot.~~three months ended March 31, 2021 related to completion services. The increase in wireline services revenue included a ~~24%~~133% increase in average active wireline units to fourteen units for the three months ended March 31, 2022 from six units for the three months ended ~~June 30, 2021 from five units for~~March 31, 2021. Of the ~~three months ended June 30, 2020. All other service lines also had comparable~~segment revenue, ~~increases.~~$7.3 million and $24.5 million are attributable to the assets acquired in the Patriot and PerfX Acquisitions, respectively.

Processing ~~Solutions.~~Solutions and Ancillary Services. Processing Solutions and Ancillary Services revenues for the three months ended ~~June 30, 2021 decreased $0.4~~March 31, 2022 increased $15.6 million, or ~~25%~~347%, to ~~$1.2~~$20.1 million from ~~$1.6~~$4.5 million for the three months ended ~~June 30, 2020. The decrease was primarily~~March 31, 2021. Of the total segment revenue increase, $9.5 million is attributable to ~~a decline~~the Basic Acquisition. The increase in rental revenue related to our Mechanical Refrigeration Units (“MRU”), which was attributable to a decline in MRU utilization. Our average MRU utilization for the three months ended June 30, 2021 and 2020, was 9% and 12%, respectively.processing

2221

solutions and ancillary services is primarily attributable to a $5.5 million increase in both of our equipment rentals and plugging and abandonment services to $6.0 million and $5.7 million, respectively.

Cost of services ~~(excluding~~(exclusive of depreciation and amortization). Cost of services (exclusive of depreciation and amortization) for the three months ended ~~June 30, 2021~~March 31, 2022 increased ~~$20.3~~$73.9 million, or ~~85%~~217%, to ~~$44.1~~$108.0 million from ~~$23.8~~$34.1 million for the three months ended ~~June 30, 2020.~~March 31, 2021. As a percentage of revenue, cost of services was ~~88%~~87% and ~~78%~~89% for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. The change in cost of services by segment was as follows:

High Specification Rigs. High Specification Rig cost of services for the three months ended ~~June 30, 2021~~March 31, 2022 increased ~~$13.9~~$31.8 million, or ~~138%~~167% to ~~$24.0~~$50.8 million from ~~$10.1~~$19.0 million for the three months ended ~~June 30, 2020.~~March 31, 2021. The increase was primarily attributable to an increase in variable expenses, notably employee costs and ~~repair~~fuel costs, which amounted to $18.3 million and ~~maintenance costs.~~$2.9 million, respectively. Additionally, the increase corresponds with the increase in rig hours and revenues. Of the segment cost of services, $25.0 million is attributable to the Basic Acquisition.

~~Completion and Other~~Wireline Services. ~~Completion and Other~~Wireline Services cost of services for the three months ended ~~June 30, 2021~~March 31, 2022 increased ~~$5.9~~$29.1 million, or ~~44%~~258%, to ~~$19.2~~$40.4 million from ~~$13.3~~$11.3 million for the three months ended ~~June 30, 2020. The increase was primarily attributable to an increase in the wireline business, which includes activity from the acquisition of Patriot during the three months ended June 30,~~March 31, 2021. The consolidated wireline activity accounted for approximately $3.4 million of the segment cost of sales increase, which includes $2.8 million of costs related to Patriot. The increase was primarily attributable to an increase in variable expenses related to employee costs and direct material costs across all service lines.

~~Processing Solutions.~~ ~~Processing Solutions cost of services for the three months ended June 30, 2021 increased $0.5 million, or 125%, to $0.9 million from $0.4 million for the three months ended June 30, 2020.~~ The increase was primarily attributable to increased employee costs due to the acquisitions of PerfX and Patriot, and, to a lesser extent, maintenance costs. Of the total segment cost of services, $26.6 million and $6.4 million is attributable to the assets acquired in the PerfX and Patriot Acquisitions, respectively, whereas the increased maintenance costs ~~associated~~amounted to $1.6 million.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services cost of services for the three months ended March 31, 2022 increased $13.0 million, or 342%, to $16.8 million from $3.8 million for the three months ended March 31, 2021. The increase was primarily attributable to increased employee costs with ~~ancillary equipment.~~the upturn in operational activity, which amounted to $6.2 million. Of the segment cost of services increase, $9.8 million is attributable to the Basic Acquisition.

General & Administrative. General and administrative expenses for the three months ended ~~June 30, 2021~~March 31, 2022 increased ~~$0.7~~$5.7 million, or ~~13%~~163%, to ~~$6.2~~$9.2 million from ~~$5.5~~$3.5 million. The increase in general and administrative expenses is primarily due to corporate employee costs and increased professional fees during ~~the~~ three months ended ~~June 30, 2021 is attributable to increased professional fees related to the acquisition of Patriot.~~March 31, 2022.

Depreciation and Amortization. Depreciation and amortization for the three months ended ~~June 30, 2021 decreased $1.3~~March 31, 2022 increased $3.6 million, or ~~14%~~45%, to ~~$8.2~~$11.6 million from ~~$9.5~~$8.0 million for the three months ended ~~June 30, 2020.~~March 31, 2021. The ~~decrease is~~increase was attributable to assets acquired through the business combinations during the last half of the year ended December 31, 2021. This was partially offset by depreciation expense ~~for~~related to fixed assets ~~that were retired and~~ disposed of during the ~~trailing 12 months.~~three months ended March 31, 2021.

Interest Expense, net. Interest expense, net for the three months ended ~~June 30, 2021 decreased $0.1~~March 31, 2022 increased $1.5 million, or ~~13%~~250%, to ~~$0.7~~$2.1 million from ~~$0.8~~$0.6 million for the three months ended ~~June 30, 2020.~~March 31, 2021. The ~~slight decrease~~increase to net interest expense was attributable to the ~~reduction of the~~increased principal balance on our ~~Encina Master Financing Agreement.~~

~~Six Months Ended June 30, 2021 compared to Six Months Ended June 30, 2020~~

The following is an analysis of our operating results. See “—How We Evaluate Our Operations” for definitions of rig hours, rig utilization and other analogous information. The significant declines in operational activity, across all segments, as well as corporate-related expenses are related to the deterioration of crude oil pricing and significantly reduced demand for our services since March 2020, primarily due to the effects of COVID-19, as described in “—Recent Events and Outlook.”

Six Months Ended
June 30, Variance
2021 2020 $ %
Revenues
High specification rigs $ 50.7 $ 46.3 $ 4.4 10 %
Completion and other services 35.3 61.0 (25.7) (42) %
Processing solutions 2.3 4.4 (2.1) (48) %
Total revenues 88.3 111.7 (23.4) (21) %
Operating expenses
Cost of services (exclusive of depreciation and amortization):
High specification rigs 43.0 40.0 3.0 8 %
Completion and other services 33.8 45.0 (11.2) (25) %
Processing solutions 1.4 1.9 (0.5) (26) %
Total cost of services 78.2 86.9 (8.7) (10) %
General and administrative 9.7 10.5 (0.8) (8) %
Depreciation and amortization 16.2 18.4 (2.2) (12) %
Total operating expenses 104.1 115.8 (11.7) (10) %
Operating loss (15.8) (4.1) (11.7) 285 %
Other expenses
Interest expense, net 1.3 1.9 (0.6) (32) %
Total other expenses 1.3 1.9 (0.6) (32) %
Loss before income tax expense (17.1) (6.0) (11.1) 185 %
Tax (benefit) expense 0.3 0.1 0.2 200 %
Net loss $ (17.4) $ (6.1) $ (11.3) 185 %

~~Revenues.~~ ~~Revenues for the six months ended June 30, 2021 decreased $23.4 million, or 21%~~Revolving Credit Facility (as defined below), ~~to $88.3 million from $111.7 million for the six months ended June 30, 2020. The change in revenues by segment was as follows:~~

~~High Specification Rigs.~~ High Specification Rig revenues for the six months ended June 30, 2021 increased $4.4 million, or 10%, to $50.7 million from $46.3 million for the six months ended June 30, 2020. The increase in rig services revenue included a 7% increase in total rig hours to 93,300 for the six months ended June 30, 2021 from 87,000 for the six months ended June 30, 2020. The increased rig hours attributed to a 10% increase in rig utilization. The average revenue per rig hour increased 2% to $543 from $531 for the six months ended June 30, 2020.

~~Completion and Other Services.~~ Completion and Other Services revenues for the six months ended June 30, 2021 decreased $25.7 million, or 42%, to $35.3 million from $61.0 million for the six months ended June 30, 2020. The decrease was primarily attributable to our wireline business, which includes activity from the acquisition of Patriot during the three months ended June 30, 2021. The wireline activity accounted for approximately $22.9 millionhigher interest rates on each tranche of the segment revenue decrease, however includes $2.3 million of revenue from Patriot. The decrease in wireline services revenue included a 24% decrease in average active wireline units to six units for the six months ended June 30, 2021 from eight units for the six months ended June 30, 2020. All other service lines also had comparable revenue reductions.

~~Processing Solutions.~~ Processing Solutions revenues for the six months ended June 30, 2021 decreased $2.1 million, or 48%, to $2.3 million from $4.4 million for the six months ended June 30, 2020. The decrease was primarily attributable to a decline in rental revenue related to our MRUs, which was attributable to a decline in MRU utilization. Our average MRU utilization for the six months ended June 30,Loan and Security Agreement that closed on September 27, 2021, and ~~2020, was 9% and 15%, respectively. The MRU utilization decrease was due to certain of our customer contracts that terminated during 2020, as scheduled, without renewal.~~

~~Cost of services (excluding depreciation and amortization).~~ ~~Cost of services for~~interest paid on the six months ended June 30, 2021 decreased $8.7 million, or 10%, to $78.2 million from $86.9 million for the six months ended June 30, 2020. As a percentage of revenue, cost of services was 89% and 78% for the six months ended June 30, 2021 and 2020, respectively. The changeSecured Promissory Note issued in ~~cost of services by segment was as follows:~~

~~High Specification Rigs.~~ High Specification Rig cost of services for the six months ended June 30, 2021 increased $3.0 million, or 8% to $43.0 million from $40.0 million for the six months ended June 30, 2020. The increase was primarily attributable to an increase in variable expenses, notably employee costs and repair and maintenance costs. Additionally, the increase correspondsconnection with the ~~increase in rig hours and revenues.~~

~~Completion and Other Services.~~ Completion and Other Services cost of services for the six months ended June 30, 2021 decreased $11.2 million, or 25%, to $33.8 million from $45.0 million for the six months ended June 30, 2020. The decrease was primarily attributable to a reduction in the wireline business, which includes activity from the acquisition of Patriot during the six months ended June 30, 2021. The consolidated wireline activity accounted for approximately $10.8 million of the segment cost of sales decrease, which includes $2.8 million of costs related to Patriot. The decrease was primarily attributable to a reduction in variable expenses related to employee costs and direct material costs across all service lines.

~~Processing Solutions.~~ Processing Solutions cost of services for the six months ended June 30, 2021 decreased $0.5 million, or 26%, to $1.4 million from $1.9 million for the six months ended June 30, 2020. The decrease was primarily attributable to a reduction in employee costs and costs associated with ancillary equipment rentals, corresponding with a decrease in revenue.

~~General & Administrative.~~ General and administrative expenses for the six months ended June 30, 2021 decreased $0.8 million, or 8%, to $9.7 million from $10.5 million. During the six months ended June 30, 2020, general and administrative expenses included a gain on debt retirement of $2.1 million related to the settlement of the ESCO Seller’s Notes.

~~Depreciation and Amortization.~~ Depreciation and amortization for the six months ended June 30, 2021 decreased $2.2 million, or 12%, to $16.2 million from $18.4 million for the six months ended June 30, 2020. The decrease is attributable to depreciation expense for fixed assets that were retired and disposed of during the trailing 12 months.

~~Interest Expense, net.~~ Interest expense, net for the six months ended June 30, 2021 decreased $0.6 million, or 32%, to $1.3 million from $1.9 million for the six months ended June 30, 2020. The decrease to net interest expense was attributable to the reduction of the principal balance on our Encina Master Financing Agreement.PerfX Acquisition.

Note Regarding Non-GAAP Financial Measure

Adjusted EBITDA is not a financial measure determined in accordance with U.S. GAAP. We define Adjusted EBITDA as net income ~~(loss)~~or loss before net interest expense, ~~net,~~ income tax provision (benefit), depreciation and amortization, equity-based compensation, acquisition-related and severance ~~and reorganization~~ costs, ~~impairment of goodwill,~~ gain or loss on disposal of assets, legal fees and settlements, and other non-cash and certain other items that we do not view as indicative of our ongoing performance.

We believe Adjusted EBITDA is a useful performance measure because it allows for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure. We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA because these amounts can vary substantially within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net loss determined in accordance with U.S. GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an indication that our results will be unaffected by the items excluded from Adjusted EBITDA. Our computations of Adjusted EBITDA may not be identical to other similarly titled measures of other companies. The following table presents reconciliations of net income (loss) to Adjusted EBITDA, our most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

2522

Three Months Ended ~~June 30, 2021~~March 31, 2022 compared to Three Months Ended ~~June 30, 2020~~March 31, 2021

The following is an analysis of our Adjusted EBITDA. See “Item 1. Financial Information—Note ~~13—~~15—Segment Reporting” and “—Results of Operations” for further details.


		Three Months Ended June 30, 2021											Three Months Ended March 31, 2022
		High Specification Rigs		Completion and Other Services		Processing Solutions		Other		Total			High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
		(in millions)											(in millions)
Net income (loss)	Net income (loss)	$	0.3	$	(1.9)	$	(0.4)	$	(7.1)	$	(9.1)	Net income (loss)	$	7.7	$	(4.5)	$	1.3	$	(10.2)	$	(5.7)
Interest expense, net	Interest expense, net	—		—		—		0.7		0.7		Interest expense, net	—		—		—		2.1		2.1
Income Tax expense		—		—		—		(0.1)		(0.1)
Tax (benefit) expense												Tax (benefit) expense	—		—		—		(1.6)		(1.6)
Depreciation and amortization	Depreciation and amortization	4.7		2.5		0.7		0.3		8.2		Depreciation and amortization	6.4		2.7		2.0		0.5		11.6
Equity based compensation	Equity based compensation	—		—		—		0.9		0.9		Equity based compensation	—		—		—		0.8		0.8

Gain on disposal of property and equipment	Gain on disposal of property and equipment	—		—		—		0.5		0.5		Gain on disposal of property and equipment	—		—		—		(1.0)		(1.0)
Severance and reorganization costs	Severance and reorganization costs	—		—		—		0.3		0.3		Severance and reorganization costs	—		—		—		—		—
Acquisition related costs	Acquisition related costs	—		—		—		0.6		0.6		Acquisition related costs	—		—		—		3.2		3.2
Legal fees and settlements												Legal fees and settlements	—		—		—		0.2		0.2
Adjusted EBITDA	Adjusted EBITDA	$	5.0	$	0.6	$	0.3	$	(3.9)	$	2.0	Adjusted EBITDA	$	14.1	$	(1.8)	$	3.3	$	(6.0)	$	9.6


		Three Months Ended June 30, 2020											Three Months Ended March 31, 2021
		High Specification Rigs		Completion and Other Services		Processing Solutions		Other		Total			High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
		(in millions)											(in millions)
Net income (loss)	Net income (loss)	$	(3.9)	$	1.8	$	(0.1)	$	(6.7)	$	(8.9)	Net income (loss)	$	(2.1)	$	(0.4)	$	(0.9)	$	(4.9)	$	(8.3)
Interest expense, net	Interest expense, net	—		—		—		0.8		0.8		Interest expense, net	—		—		—		0.6		0.6
Income Tax expense		—		—		—		—		—
Tax (benefit) expense												Tax (benefit) expense	—		—		—		0.4		0.4
Depreciation and amortization	Depreciation and amortization	5.2		2.6		1.3		0.4		9.5		Depreciation and amortization	4.8		1.2		1.6		0.4		8.0
Equity based compensation	Equity based compensation	—		—		—		0.9		0.9		Equity based compensation	—		—		—		0.9		0.9

Gain on disposal of property and equipment	Gain on disposal of property and equipment	—		—		—		(0.1)		(0.1)		Gain on disposal of property and equipment	—		—		—		(0.4)		(0.4)
Severance and reorganization costs	Severance and reorganization costs	0.4		0.2		—		0.4		1.0		Severance and reorganization costs	—		—		—		(1.4)		(1.4)
Acquisition related costs	Acquisition related costs	—		—		—		—		—		Acquisition related costs	—		—		—		—		—
Legal fees and settlements												Legal fees and settlements	—		—		—		—		—
Adjusted EBITDA	Adjusted EBITDA	$	1.7	$	4.6	$	1.2	$	(4.3)	$	3.2	Adjusted EBITDA	$	2.7	$	0.8	$	0.7	$	(4.4)	$	(0.2)


		Variance ($)											Variance ($)
		High Specification Rigs		Completion and Other Services		Processing Solutions		Other		Total			High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
		(in millions)											(in millions)
Net income (loss)	Net income (loss)	$	4.2	$	(3.7)	$	(0.3)	$	(0.4)	$	(0.2)	Net income (loss)	$	9.8	$	(4.1)	$	2.2	$	(5.3)	$	2.6
Interest expense, net	Interest expense, net	—		—		—		(0.1)		(0.1)		Interest expense, net	—		—		—		1.5		1.5
Income Tax expense		—		—		—		(0.1)		(0.1)
Tax (benefit) expense												Tax (benefit) expense	—		—		—		(2.0)		(2.0)
Depreciation and amortization	Depreciation and amortization	(0.5)		(0.1)		(0.6)		(0.1)		(1.3)		Depreciation and amortization	1.6		1.5		0.4		0.1		3.6
Equity based compensation	Equity based compensation	—		—		—		—		—		Equity based compensation	—		—		—		(0.1)		(0.1)

Gain on disposal of property and equipment	Gain on disposal of property and equipment	—		—		—		0.6		0.6		Gain on disposal of property and equipment	—		—		—		(0.6)		(0.6)
Severance and reorganization costs	Severance and reorganization costs	(0.4)		(0.2)		—		(0.1)		(0.7)		Severance and reorganization costs	—		—		—		1.4		1.4
Acquisition related costs	Acquisition related costs	—		—		—		0.6		0.6		Acquisition related costs	—		—		—		3.2		3.2
Legal fees and settlements												Legal fees and settlements	—		—		—		0.2		0.2
Adjusted EBITDA	Adjusted EBITDA	$	3.3	$	(4.0)	$	(0.9)	$	0.4	$	(1.2)	Adjusted EBITDA	$	11.4	$	(2.6)	$	2.6	$	(1.6)	$	9.8

Adjusted EBITDA for the three months ended ~~June 30, 2021 decreased $1.2~~March 31, 2022 increased $9.8 million to ~~$2.0~~income of $9.6 million from ~~$3.2~~a loss of $0.2 million for the three months ended ~~June 30, 2020.~~March 31, 2021. The change by segment was as follows:

High Specification Rigs. High Specification Rigs Adjusted EBITDA for the three months ended ~~June 30, 2021~~March 31, 2022 increased ~~$3.3~~$11.4 million to ~~$5.0~~$14.1 million from ~~$1.7~~$2.7 million for the three months ended ~~June 30, 2020,~~March 31, 2021, primarily due to increased revenues of ~~$17.6~~$43.2 million, partially offset by a corresponding increase in cost of services of ~~$13.9~~$31.8 million.

~~Completion and Other~~Wireline Services. ~~Completion and Other~~Wireline Services Adjusted EBITDA for the three months ended ~~June 30, 2021~~March 31, 2022 decreased ~~$4.0~~$2.6 million to ~~$0.6~~a loss of $1.8 million from ~~$4.6~~income of $0.8 million for the three months ended ~~June 30, 2020,~~March 31, 2021, primarily due to ~~increased revenues of $2.1 million, offset by~~ an increase in cost of services of ~~$5.9~~$29.1 million, offset by increased revenues of $26.5 million.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services Adjusted EBITDA for the three months ended ~~June 30, 2021 decreased $0.9~~March 31, 2022 increased $2.6 million to ~~$0.3~~$3.3 million from ~~$1.2~~$0.7 million for the three months ended ~~June 30, 2020,~~March 31, 2021, due to ~~decreased~~increased revenues of ~~$0.4~~$15.6 million, ~~and increased~~offset by a corresponding increase in cost of services of ~~$0.5~~$13.0 million.

Other. Other Adjusted EBITDA for the three months ended ~~June 30, 2021~~March 31, 2022 decreased ~~$0.4~~$1.6 million to a loss of ~~$3.9~~$6.0 million from a loss of ~~$4.3~~$4.4 million for the three months ended ~~June 30, 2020.~~March 31, 2021. The balances included in Other reflect other general and administrative costs, which are not directly attributable to High Specification Rigs, ~~Completion and Other~~Wireline Services or Processing ~~Solutions.~~

~~Six Months Ended June 30, 2021 compared to Six Months Ended June 30, 2020~~

Six Months Ended June 30, 2021
High Specification Rigs Completion and Other Services Processing Solutions Other Total
(in millions)
Net income (loss) $ (1.8) $ (3.2) $ (0.4) $ (12.0) $ (17.4)
Interest expense, net — — — 1.3 1.3
Income Tax expense — — — 0.3 0.3
Depreciation and amortization 9.5 4.7 1.3 0.7 16.2
Equity based compensation — — — 1.8 1.8
Gain on retirement of debt — — — — —
Gain on disposal of property and equipment — — — 0.1 0.1
Severance and reorganization costs $ — $ — $ — $ (1.1) $ (1.1)
Acquisition related costs — — — 0.6 0.6
Adjusted EBITDA $ 7.7 $ 1.5 $ 0.9 $ (8.3) $ 1.8

Six Months Ended June 30, 2020
High Specification Rigs Completion and Other Services Processing Solutions Other Total
(in millions)
Net income (loss) $ (4.2) $ 10.7 $ 0.6 $ (13.2) $ (6.1)
Interest expense, net — — — 1.9 1.9
Income Tax expense — — — 0.1 0.1
Depreciation and amortization 10.5 5.3 1.9 0.7 18.4
Equity based compensation — — — 1.7 1.7
Gain on retirement of debt — — — (2.1) (2.1)
Gain on disposal of property and equipment — — — (0.3) (0.3)
Severance and reorganization costs 0.4 0.2 — 0.4 1.0
Acquisition related costs — — — — —
Adjusted EBITDA $ 6.7 $ 16.2 $ 2.5 $ (10.8) $ 14.6

Variance ($)
High Specification Rigs Completion and Other Services Processing Solutions Other Total
(in millions)
Net income (loss) $ 2.4 $ (13.9) $ (1.0) $ 1.2 $ (11.3)
Interest expense, net — — — (0.6) (0.6)
Income Tax expense — — — 0.2 0.2
Depreciation and amortization (1.0) (0.6) (0.6) — (2.2)
Equity based compensation — — — 0.1 0.1
Gain on retirement of debt — — — 2.1 2.1
Gain on disposal of property and equipment — — — 0.4 0.4
Severance and reorganization costs (0.4) (0.2) — (1.5) (2.1)
Acquisition related costs — — — 0.6 0.6
Adjusted EBITDA $ 1.0 $ (14.7) $ (1.6) $ 2.5 $ (12.8)

~~Adjusted EBITDA for the six months ended June 30, 2021 decreased $12.8 million to $1.8 million from $14.6 million for the six months ended June 30, 2020. The change by segment was as follows:~~

~~High Specification Rigs~~. High Specification Rigs Adjusted EBITDA for the six months ended June 30, 2021 increased $1.0 million to $7.7 million from $6.7 million for the six months ended June 30, 2020, primarily due to increased revenues of $4.4 million, partially offset by a corresponding increase in cost of services of $3.0 million.

~~Completion~~Solutions and ~~Other~~Ancillary Services.Completion and Other Services Adjusted EBITDA for the six months ended June 30, 2021 decreased $14.7 million to $1.5 million from $16.2 million for the six months ended June 30, 2020, primarily due to decreased revenues of $25.7 million, partially offset by a decrease in cost of services of $11.2 million.

~~Processing Solutions~~. Processing Solutions Adjusted EBITDA for the six months ended June 30, 2021 decreased $1.6 million to $0.9 million from $2.5 million for the six months ended June 30, 2020, primarily due to decreased revenues of $2.1 million, partially offset by a decrease in cost of services of $0.5 million.

~~Other~~. Other Adjusted EBITDA for the six months ended June 30, 2021 decreased $2.5 million to a loss of $8.3 million from a loss of $10.8 million for the six months ended June 30, 2020. The balances included in Other reflect other general and administrative costs, which are not directly attributable to High Specification Rigs, Completion and Other Services or Processing Solutions.

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. Our primary sources of liquidity are cash generated from operations and borrowings under our EBC Credit Facility. As of ~~June 30, 2021,~~March 31, 2022, we had total liquidity of ~~$16.2~~$10.2 million, consisting of ~~$3.4~~$3.8 million of cash on hand and availability under our Revolving Credit Facility of ~~$12.8~~$6.4 million.

As of ~~June 30, 2021,~~March 31, 2022, our borrowing base under the Revolving Credit Facility was ~~$22.5~~$51.2 million compared to ~~$10.8~~$19.8 million and ~~$20.7~~$45.0 million as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2020,~~2021, respectively, as a result of ~~slightly~~ increased operational activity and accounts receivable balances. We strive to maintain financial flexibility and proactively monitor potential capital sources to meet our investment and target liquidity requirements and to permit us to manage the cyclicality associated with our business. We currently expect to have sufficient funds to meet the Company’s liquidity requirements and comply with our covenants of our debt agreements for at least the next 12 months from the date of issuance of these financial statements. For further details, see “— Our Debt Agreements.”

Cash Flows

The following table presents our cash flows for the periods indicated:

Six Months Ended June 30, Change
2021 2020 $ %
(in millions)
Net cash (used in) provided by operating activities $ (4.1) $ 24.2 $ (28.3) (117) %
Net cash used in investing activities (4.9) (5.5) 0.6 11 %
Net cash provided by (used in) financing activities 9.6 (19.6) 29.2 (149) %
Net change in cash $ 0.6 $ (0.9) $ 1.5 (167) %


	Three Months Ended March 31,				Change
	2022		2021		$		%
	(in millions)
Net cash used in operating activities	$	(12.1)	$	(1.9)	$	(10.2)	537	%
Net cash provided by investing activities	5.0		—		5.0		100	%
Net cash provided by financing activities	10.3		0.6		9.7		1,617	%
Net change in cash	$	3.2	$	(1.3)	$	4.5	(346)	%

Operating Activities

Net cash used in operating activities increased ~~$28.3~~$10.2 million to cash used of ~~$4.1~~$12.1 million for ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 compared to cash ~~provided~~used of ~~$24.2~~$1.9 million for the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. The change in cash flows from operating activities is primarily attributable to a decrease in gross margins and operating income for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 compared to the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. The use of working capital cash ~~decreased $15.6~~increased $6.3 million to ~~a use of $6.3~~$8.6 million for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~cash generated of $9.0~~$2.3 million for the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021.

Investing Activities

Net cash provided by investing activities increased $5.0 million from no cash provided, nor used in, investing activities ~~decreased $0.6 million from a use of cash of $5.5 million~~ for the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. The change in cash flows from investing activities is attributable to athe significant ~~reduction in capital expenditures during the trailing twelve months due to the economic events~~asset sales that took place induring the ~~industry.~~three months ended March 31, 2022, partially offset by the fixed asset additions.

Financing Activities

Net cash provided by financing activities increased ~~$29.2~~$9.7 million from ~~a use~~cash provided of ~~cash of $19.6~~$0.6 million for the ~~six~~three months ended ~~June 30, 2020. During~~March 31, 2021 compared to cash provided of $10.3 million for the ~~six~~three months ended ~~June 30, 2021, we entered into sale-leaseback transactions related~~March 31, 2022. The change in cash flows from financing activities is attributable to ~~certain of our fixed assets, coupled with additional~~increased net borrowings ~~under the Credit Facility.~~

of $16.8 million to fund working capital obligations.

Supplemental Disclosures

During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, the Company ~~acquired Patriot by issuing $7.7 million of Class A Common Stock. Additionally, we entered into installment agreements, thereby increasing our current and long-term obligations by $1.1 million and~~ added fixed assets of ~~$0.7~~$0.8 million ~~all of which were non-cash additions~~in finance leased assets, within our High-Spec Rigs and Wireline segments.

Working Capital

Our working capital, which we define as total current assets less total current liabilities, was ~~$10.4~~$11.7 million as of ~~June 30, 2021~~March 31, 2022, compared to ~~$2.7~~$2.5 million as of December 31, ~~2020.~~2021. The ~~working capital has~~ increased ~~due~~accounts receivable and contract assets, coupled with assets considered to ~~increased activity, as well as~~be held for sale led to the working capital ~~attributable to Patriot.~~increase, however was partially offset by increased net borrowings under the EBC Revolving Credit Facility.

Our Debt Agreements

~~Credit Facility~~Eclipse Loan and Security Agreement

~~In August 2017, we~~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”). Debt under the Eclipse Loan and Security Agreement is secured by a lien on substantially all of the Company’s assets. The Company was in compliance with the Eclipse Loan and Security Agreement covenants as of March 31, 2022.

On January 7, 2022, the Company entered into the First Amendment to Loan and Security Agreement (the Eclipse Loan and Security Agreement, as amended by the First Amendment, the “Amended Loan Agreement”) with EBC and Eclipse Business Capital SPV, LLC, which increased the Maximum Revolving Facility Amount (as defined in the Amended Loan Agreement) to $65.0 million, among other things.

Revolving Credit Facility

The Revolving Credit Facility bywas drawn in part on September 27, 2021, to repay the indebtedness under the existing Credit Facility, which was terminated in connection with such repayment, and ~~among certain of Ranger’s subsidiaries, as borrowers, each~~to pay for the fees, costs and expenses incurred in connection with the EBC Credit Facility. The undrawn portion of the ~~lenders’ party thereto~~Revolving Credit Facility is available to fund working capital and ~~Wells Fargo Bank, N.A., as administrative agent.~~other general corporate expenses and for other-permitted uses, including the financing of permitted investments and restricted payments. The Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the ~~value of our~~Company’s eligible accounts receivable less certain reserves. The Company’s eligible accounts receivable serve as collateral for the borrowings under the Revolving Credit Facility, which is scheduled to mature in ~~August 2022.~~

September 2025. The ~~applicable margin for~~Revolving Credit Facility includes a subjective acceleration clause and cash dominion provisions that permits the ~~LIBOR loans ranges~~administrative agent to sweep cash daily from ~~1.5%~~certain bank accounts into an account of the administrative agent to ~~2.0% and~~repay the ~~applicable margin for Base Rate loans ranges from 0.5% to 1.0%, in each case, depending on our average excess availability~~Company’s obligations under the Revolving Credit Facility. The ~~applicable margins for each~~borrowings of the loans are re-determined as of the first day of each calendar quarter. The applicable margins for the LIBOR and Base Rate loans were 2.1% and 4.3%, respectively, as of June 30, 2021. The weighted average interest rate for the borrowings under theRevolving Credit Facility, ~~was 2.6% during~~therefore, will be classified as Long-term debt, current portion on the ~~six months ended June 30, 2021. The applicable margin for the LIBOR and Base Rate loans will decrease to 1.75% and 0.75% effective July 1, 2021 due to an increase in the average availability.~~Condensed Consolidated Balance Sheet.

Under the Revolving Credit Facility, the total loan capacity ~~is $22.5~~was $51.2 million, which was based on a borrowing base certificate in effect as of ~~June 30, 2021.~~March 31, 2022. The Company had outstanding borrowings of ~~$9.7~~$44.8 million under the Revolving Credit Facility, leaving a residual ~~$12.8~~$6.4 million available for borrowings as of ~~June 30, 2021. The Company was in compliance with the Credit Facility covenants as of June 30, 2021.~~

~~Covenants and Other Restrictions~~

In addition, the Credit Facility restricts our ability to make distributions on, or redeem or repurchase, our equity interests, except for certain distributions, including distributions of cash so long as, both at the time of the distribution and after giving effect to the distribution, no default exists under the Credit Facility and either (a) excess availability at all times during the preceding 90 consecutive days, on a pro forma basis and after giving effect to such distribution, is not less than the greater of (1) 22.5% of the lesser of (A) the maximum revolver amount and (B) the then-effective borrowing base and (2) $10.0 million or (b) if our fixed charge coverage ratio is at least 1.0x on a pro forma basis, excess availability at all times during the preceding 90 consecutive days, on a pro forma basis and after giving effect to such distribution, is not less than the greater of (1) 17.5% of the lesser of (A) the maximum revolver amount and (B) the then-effective borrowing base and (2) $7.0 million. If the foregoing threshold under clause (b) is met, we may not make such distributions (but may make certain other distributions, including under clause (a) above) prior to the earlier of the date that is (a) 12 months from closing or (b) the date that our fixed charge coverage ratio is at least 1.0x for two consecutive quarters. Our Credit Facility generally permits us to make distributions required under the Tax Receivable Agreement (“TRA”), but a “Change of Control” under the TRA constitutes an event of default under our Credit Facility, and our Credit Facility does not permit us to make payments under the TRA upon acceleration of our obligations thereunder unless no event of default exists or would result therefrom and we have been in compliance with the fixed charge coverage ratio for the most recent 12-month period on a pro forma basis. Our Credit Facility also requires us to maintain a fixed charge coverage ratio of at least 1.0x if our liquidity is less than $10.0 million, until our liquidity is at least $10.0 million for 30 consecutive days. We are not subject to a fixed charge coverage ratio if we have no drawings under the Credit Facility and have at least $20.0 million of qualified cash.

~~The Credit Facility contains events of default customary for facilities of this nature, including, but not limited, to:~~

•~~events of default resulting from our failure or the failure of any guarantors to comply with covenants and financial ratios;~~

•~~the occurrence of a change of control;~~

•~~the institution of insolvency or similar proceedings against us or any guarantor; and~~

•~~the occurrence of a default under any other material indebtedness we or any guarantor may have.~~

Upon the occurrence and during the continuation of an event of default, subject to the terms and conditions of the Credit Facility, the lenders are able to declare any outstanding principal of our Credit Facility debt, together with accrued and unpaid interest, to be immediately due and payable and exercise other remedies.

~~Encina Master Financing and Security Agreement~~

In June 2018, we entered into a Master Financing and Security Agreement (“Financing Agreement”) with Encina Equipment Finance SPV, LLC (the “Lender”). The amount available to be provided by the Lender to us under the Financing Agreement was contemplated to be not less than $35.0 million, and not to exceed $40.0 million. The first financing was required to be in an amount up to $22.0 million, which was used to acquire certain capital equipment. Subsequent to the first financing, we borrowed an additional $17.8 million, net of expenses and in two tranches, under the Financing Agreement. As of June 30, 2021, the aggregate principal balance outstanding under the Financing Agreement was $12.7 million. The total borrowings under the Financing Agreement were borrowed in three tranches, where the amounts outstanding are payable ratably over 48 months from the time of each borrowing. The three tranches mature in July 2022, November 2022 and January 2023. The Financing Agreement is secured by a lien on certain of our high specification rig assets.

March 31, 2022. Borrowings under the ~~Financing Agreement~~Revolving Credit Facility bear interest at a rate per annum equal to 5% in excess of the ~~sum~~LIBOR Rate and 4% in excess of ~~8.0% plus LIBOR,~~the Base Rate through April 1, 2022. The weighted average interest rate for the loan was 6.0% for the three months ended March 31, 2022.

The Company capitalized fees of $1.8 million associated with the Revolving Credit Facility, which ~~was 1.5%~~are included in Other assets in the Condensed Consolidated Balance Sheets. Such fees will continue to be amortized through maturity and are included in Interest expense, net on the Condensed Consolidated Statement of Operations. Unamortized debt issuance costs as of ~~June 30, 2021. In no event will LIBOR fall below 1.5%. The Financing Agreement requires that~~March 31, 2022 were $1.6 million.

M&E Term Loan Facility

Under the M&E Term Loan Facility, the Company ~~maintain leverage ratios~~had outstanding borrowings of ~~2.5~~$12.3 million where the monthly principal installments commenced on March 1, 2022. Borrowings under the M&E Term Loan Facility bear interest at a rate per annum equal to ~~1.0.~~ 8% in excess of the LIBOR Rate and 7% in excess of the Base Rate. The weighted average interest rate for the M&E Term Loan was 9.0% for the three months ended March 31, 2022. The M&E Term Loan Facility is scheduled to mature in September 2025. Any principal amounts repaid may not be reborrowed.

The Company capitalized fees on $0.3 million associated with this M&E Term Loan Facility, which are included in the Condensed Consolidated Balance Sheets as a discount to the Long-term debt, net. Such fees will continue to be amortized through maturity and are included in Interest expense, net on the Condensed Consolidated Statement of Operations. Unamortized debt issuance costs as of March 31, 2022 were $0.3 million.

Term Loan B

On October 1, 2021, the Term Loan B, was finalized in ~~compliance~~connection with the ~~covenants~~closing of the Basic Acquisition. Borrowings under Term Loan B bear interest at a rate per annum equal to 13% in excess of the LIBOR Rate and 11% in excess of the Base Rate. Term Loan B is scheduled to mature in September 2022. The weighted average interest rate for Term Loan B was 13.0% for the three months ended March 31, 2022.

On October 1, 2021, the Term Loan B was drawn in full to repay borrowings under the ~~Financing Agreement~~Revolving Credit Facility and as of ~~June 30, 2021.~~March 31, 2022 the principal balance outstanding was $11.0 million. Principal payments are generated from the proceeds from the sale of Basic assets, and may not be reborrowed. The Company capitalized fees of $0.6 million associated with Term Loan B, which are included in the Condensed Consolidated Balance Sheets as a discount to the Long-term debt, current portion. Such fees will continue to be amortized through maturity and are included in Interest Expense, net on the Condensed Consolidated Statement of Operations. Unamortized debt issuance costs as of March 31, 2022 were $0.3 million. The Company paid approximately $4.9 million on Term Loan B subsequent to March 31, 2022, where such cash was generated from the sale of Basic assets under the Term Loan B.

Secured Promissory Note

In connection with the PerfX Acquisition, on July 8, 2021, Bravo Wireline, LLC, a wholly owned subsidiary of Ranger, entered into a security agreement with Chief Investments, LLC, as administrative agent, for the financing of certain assets acquired. Certain of the assets acquired serve as collateral under the Secured Promissory Note. As of March 31, 2022, the aggregate principal balance outstanding was $8.3 million. Borrowings under the Secured Promissory Note bear interest at a rate of 8.5% per annum and is scheduled to mature in January 2024. The Company made a cash payment of $1.5 million payment in February 2022 on the Secured Promissory Note, where such cash was generated from the sale of assets with an attached lien.

Other Installment Purchases

During the ~~six months~~year ended ~~June 30,~~December 31, 2021, the Company entered into various Installment and Security Agreements (collectively, the “Installment Agreements”) in connection with the purchase of certain ancillary equipment, where such assets are being held as collateral. As of ~~June 30, 2021,~~March 31, 2022, the aggregate principal balance outstanding under the Installment Agreements was ~~$1.0~~$0.9 million and is payable ratably over 36 months from the time of each purchase. The monthly installment payments contain an imputed interest rate that are consistent with the Company’s incremental borrowing rate and is not significant to the Company.

~~Sale-Leaseback Transactions~~

Tax Receivable Agreement (“TRA”)

During the ~~three and six months~~year ended ~~June 30,~~December 31, 2021, the Company entered into ana definitive agreement ~~to sell a parcel~~with affiliates of ~~land~~CSL Capital Management (“CSL”) and a building attached thereto, and subsequently leased back the property. The Company received cash of $12.1 million from the sale and the lease has a 15 year term with an annual rent escalation of 2% per annum. During the six months ended June 30, 2021, the Company entered into an agreement to sell certain of other fixed assets and subsequently leased back such assets and received cash of $3.5 million to be paid over 18 to 60 months.

~~TRA~~

~~With respect to obligations we expect to incur under our TRA (except in cases where we elect~~Bayou Holdings (“Bayou”) to terminate the TRA ~~early,~~(the “Tax Receivable Agreement”). In consideration of the TRA ~~is terminated early due~~Termination Agreement, the Company issued an aggregate of 376,185 shares of Class A Common Stock of the Company to ~~certain mergers, asset sales, other forms~~affiliates of ~~business combination or other changes of control or we have available cash but fail to make payments when due), generally we may elect to defer payments due under~~CSL Capital Management and Bayou Holdings.

During the year ended December 31, 2021, in connection with the TRA ~~if we do not have available cash to satisfy our payment obligations under~~Termination Agreement, Ranger LLC redeemed CSL’s and Bayou’s outstanding units in Ranger LLC and the TRA or if our contractual obligations limit our ability to make these payments. Any such deferred payments under the TRA generally will accrue interest. In certain cases, payments under the TRA may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respectcorresponding shares of the tax attributes subject to the TRA. We intend to account for any amounts payable under the TRA in accordance with ASC 450, Contingencies. Further, we intend to account for the effect of increases in tax basis and payments for such increases under the TRA arising from future redemptions as follows:

•when future sales or redemptions occur, we will record a deferred tax asset for the gross amount of the income tax effect along with an offset of 85% of this as a liability payable under the TRA; the remaining difference between the deferred tax asset and tax receivable agreement liability will be recorded as additional paid-in-capital; and

•~~to the extent we have recorded a deferred tax asset~~its Class B Common Stock for an ~~increase in tax basis to which a benefit is~~equivalent number of shares of Class A Common Stock. Following this redemption, no ~~longer expected to be realized due to lower future taxable income, we will reduce the deferred tax asset with a valuation allowance.~~shares of Class B Common Stock were issued or outstanding.

Critical Accounting Policies and Estimates

Our significant accounting policies are discussed in our Annual Report and have not materially changed since December 31, ~~2020.~~

2021.

Off-Balance Sheet Arrangements

We currently have no material off-balance sheet arrangements.

Emerging Growth Company Status and Smaller Reporting Company Status

~~We are~~The Company is an “emerging growth company” as defined in the ~~Jumpstart Our Business Startups Act of 2012. We~~JOBS Act. The Company will remain an emerging growth company until the earlier of (1) the last day of ~~our~~its fiscal year (a) following the fifth anniversary of the completion of the ~~IPO,~~Offering, (b) in which ~~we have~~its total annual gross revenue ofis at least $1.07 billion, or (c) in which ~~we are~~the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of ~~our~~its most recently completed second fiscal quarter, or (2) the date on which ~~we have~~the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable ~~generally~~ to public companies. ~~We have~~The Company has irrevocably opted out of the extended transition period and, as a result, wethe Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. The Company will lose its EGC status on December 31, 2022, as this will represent the last day of the fiscal year following the fifth anniversary of our first Form S-1, which was filed in August 2017.

The Company is also a “smaller reporting company” as defined by Rule 12b-2 of the ~~Securities~~ Exchange ~~Act of 1934, as amended (the “Exchange Act”).~~Act. Smaller reporting company means an issuer that is not an investment company, an asset-back issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that (i) has ~~(i)~~a market value of common stock held by non-affiliates of less than $250 million; or ~~(ii)~~(i) has annual revenues of less than $100 million and either no common stock held by non-affiliates or a market value of common stock held by non-affiliates of less than $700 million. Smaller reporting company status is determined on an annual basis.

3227

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 revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, the words “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. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events.

Forward-looking statements may include statements about:

•our business strategy;

•our operating cash flows, the availability of capital and our liquidity;

•our future revenue, income and operating performance;

•the volatility in global crude oil demand and crude oil prices for an uncertain period of time that may lead to a significant reduction of domestic crude oil and natural gas production;

•global or national health concerns, including pandemics such as the outbreak of COVID-19;

•~~uncertainty regarding future actions of~~political and economic conditions and events in foreign oil, ~~producers, such as Saudi Arabia~~natural gas and NGL producing countries, including embargoes, continued hostilities in the Middle East and other sustained military campaigns, the armed conflict in Ukraine and associated economic sanctions on Russia, conditions in South America, Central America and ~~the risk that they take actions that will cause an over-supply~~China and acts of ~~crude oil;~~terrorism or sabotage;

•our ability to sustain and improve our utilization, revenues and margins;

•our ability to maintain acceptable pricing for our services;

•our future capital expenditures;

•our ability to finance equipment, working capital and capital expenditures;

•competition and government regulations, including new and proposed legislation by the Biden Administration aimed at reducing the impact of climate change;

•our ability to obtain permits and governmental approvals;

•pending legal or environmental matters;

•marketing of oil and natural gas;

•business or asset acquisitions;

•general economic conditions;

•credit markets;

•our ability to successfully develop our research and technology capabilities and implement technological developments and enhancements;

•uncertainty regarding our future operating results; and

•plans, objectives, expectations and intentions contained in this report that are not historical.

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. 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.

Item 3. Quantitative and Qualitative Disclosures about Market Risks

Recent Events

The outbreak of COVID-19 has spread across the globe and has been declared a public health emergency by the WHO and a National Emergency by the President of the United States. The extent of the impact of the COVID-19 outbreak on our operational and financial performance will significantly depend on certain developments, including the duration and spread of the outbreak and its continued impact on customer activity and third-party providers. The direct impact to our operations began to take affect at the close of the first quarter ended March 31, 2020, and has continued through ~~June 30, 2021,~~March 31, 2022, however the extent to which the COVID-19 outbreak may further affect our financial condition or results of operations is uncertain. For more information, please see “Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition — Recent Events and ~~Outlook.”~~Outlook”

Interest Rate Risk

We are exposed to interest rate risk, primarily associated with our Credit Facility and Financing Agreement. For a complete discussion of our interest rate risk, see our Annual Report. As of ~~June 30, 2021,~~March 31, 2022, we had ~~$9.7~~$44.8 million outstanding under our Revolving Credit Facility, with a weighted average interest rate of ~~2.6%~~6.0%. As of ~~June 30, 2021,~~March 31, 2022, the aggregate principal balance outstanding ~~was $12.7 million~~ under the ~~Financing Agreement,~~M&E Term Loan was $12.3 million, with ana weighted average interest rate of ~~9.5%~~9.0%. A hypothetical 1.0% increase or decrease in the weighted average interest rate would increase or decrease interest expense by approximately ~~$0.2~~$0.7 million per year. 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 ~~June 30, 2021,~~March 31, 2022, the top three trade receivable balances represented approximately ~~20%~~17%, 9%10%, and 8%9%, respectively, of consolidated net accounts receivable. Within our High Specification Rig segment, the top three trade receivable balances represented ~~33%~~19%, 7%17% and 7%16%, respectively, of total High Specification Rig net accounts receivable. Within our ~~Completion and Other~~Wireline Services segment, the top three trade receivable balances represented ~~24%~~21%, ~~19%~~12%, and ~~10%~~9%, respectively, of total ~~Completion and Other~~Wireline Services net accounts receivable. Within our Processing Solutions and Ancillary Services segment, the top three trade receivable balances represented ~~approximately 37%~~34%, ~~36%~~10%, and ~~22%~~7%, 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.

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. See “— Recent Events” above for further details. 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.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report.

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ~~effective~~ineffective as of ~~June 30,~~March 31, 2022 due to the material weakness identified during the year ended December 31, 2021.

The material weakness related to ineffective controls over accounting for non-routine and/or complex transactions. To address this material weakness, we along with the oversight of our audit committee, are evaluating our controls over accounting for non-routine and/or complex transactions in an effort to identify additional controls to timely identify misstatements and strengthen our overall control environment as well as continuing to assess our accounting personnel staffing requirements.

Any failure to implement and maintain the improvements in the controls over our financial reporting, or difficulties encountered in the implementation of these improvements in our controls, could cause us to fail to meet our reporting obligations. Any failure to improve our internal controls to address these identified weaknesses could also cause investors to lose confidence in our reported financial information, which could have a negative impact on the trading price of our stock.

Changes in Internal Control over Financial Reporting

~~There~~Other than the material weakness described above, there were no changes in our internal control over financial reporting during the quarter ended ~~June 30, 2021~~March 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Our operations are subject to a variety of risks and disputes normally incident to our business. As a result, we may, at any given time, be a defendant in various legal proceedings and litigation arising in the ordinary course of business. However, we are not currently subject to any material litigation and in the opinion of management, the outcome of any existing matters will not have a material adverse effect on the Company’s consolidated financial position or consolidated results of operations. We maintain insurance policies with insurers in amounts and with coverage and deductibles that we, with the advice of our insurance advisers and brokers, believe are reasonable and prudent. We cannot, however, assure you that this insurance will be adequate to protect us from all material expenses related to potential future claims for personal injury and property damage or that these levels of insurance will be available in the future at economical prices.

Item 1A. Risk Factors

Factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our Class A Common Stock are described under “Risk Factors,” included in our Annual Report. This information should be considered carefully, together with other information in the Quarterly Report and the other reports and materials we file with the SEC.

~~We may experience difficulties in integrating acquired assets, including assets acquired in the Patriot Acquisition~~The ongoing military action between Russia and ~~the PerfX Acquisition, into our business and in realizing the expected benefits of an acquisition.~~

The success of an acquisition, if completed, will depend in part on our ability to realize anticipated business opportunities from combining acquired assets, including assets acquired in the Patriot Acquisition and the PerfX Acquisition, with our business in an efficient and effective manner. The integration process could take longer than anticipated and could result in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies or inconsistencies in standards, controls, information technology systems, procedures and policies, any of whichUkraine could adversely affect our ~~ability~~business, financial condition and results of operations.

On February 24, 2022, Russian military forces invaded Ukraine, and sustained conflict and disruption in the region is likely. Although the length, impact and outcome of the ongoing military conflict in Ukraine is highly unpredictable, this conflict could lead to ~~maintain relationships~~significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.

Russia’s recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military action against Ukraine have led to an unprecedented expansion of sanction programs imposed by the United States, the European Union, the United Kingdom, Canada, Switzerland, Japan and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic, including, among others:

•blocking sanctions against some of the largest state-owned and private Russian financial institutions (and their subsequent removal from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system) and certain Russian businesses, some of which have significant financial and trade ties to the European Union;

•blocking sanctions against Russian and Belarusian individuals, including the Russian President, other politicians and those with ~~customers, employees~~government connections or involved in Russian military activities; and

•blocking of Russia’s foreign currency reserves as well as expansion of sectoral sanctions and export and trade restrictions, limitations on investments and access to capital markets and bans on various Russian imports.

In retaliation against new international sanctions and as part of measures to stabilize and support the volatile Russian financial and currency markets, the Russian authorities also imposed significant currency control measures aimed at restricting the outflow of foreign currency and capital from Russia, imposed various restrictions on transacting with non-Russian parties, banned exports of various products and other economic and financial restrictions. The situation is rapidly evolving as a result of the conflict in Ukraine, and the United States, the European Union, the United Kingdom and other countries may implement additional sanctions, export controls or other ~~third parties~~measures against Russia, Belarus and other countries, regions, officials, individuals or ~~our ability~~industries in the respective territories. Such sanctions and other measures, as well as the existing and potential further responses from Russia or other countries to ~~achieve~~such sanctions, tensions and military actions, could adversely affect the ~~anticipated benefits,~~global economy and financial markets and could ~~harm our financial performance. If we are unable to successfully or timely integrate acquired assets with~~adversely affect our business, financial condition and results of operations.

We are actively monitoring the situation in Ukraine and assessing its impact on our business, including our business partners and customers. To date we ~~may incur unanticipated liabilities~~have not experienced any material interruptions in our infrastructure, supplies, technology systems or networks needed to support our operations. We have no way to predict the progress or outcome of the conflict in Ukraine or its impacts in Ukraine, Russia or Belarus as the conflict, and any resulting government reactions, are rapidly developing and beyond our control. The extent and duration of the military action, sanctions and resulting market disruptions could be ~~unable to realize~~significant and could potentially have substantial impact on the ~~anticipated benefits,~~global economy and our business for an unknown

period of time. Any of the above mentioned factors could affect our business, financial condition and results of ~~operations and financial condition could be materially and adversely affected.~~operations. Any such disruptions may also magnify the impact of other risks described in this prospectus.

Item 2. Unregistered Sales of Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information with respect to Class A Common Stock purchases made by the Company during the three months ended ~~June 30, 2021.~~March 31, 2022.

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
April 1, 2021 - April 30, 2021 26,268 $ 5.57 — —
May 1, 2021 - May 31, 2021 322 7.90 — —
June 1, 2021 - June 30, 2021 — — — —
Total 26,590 $ 6.74 — —


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
January 1, 2022 - January 31, 2022	—	$	—	—	—
February 1, 2022 - February 28, 2022	—	—		—	—
March 1, 2022 - March 31, 2022	97,384	10.75		—	—
Total	97,384	$	10.75	—	—

_________________________

(1) Total number of shares repurchased during the ~~second~~first quarter of ~~2021~~2022 consists of ~~26,590~~97,384 shares withheld by us in satisfaction of withholding taxes due upon the vesting of restricted shares granted to our employees under the 2017 Plan.

3532

Item 6. Exhibits

The following exhibits are filed as part of this Quarterly Report.


INDEX TO EXHIBITS
Exhibit Number						Description
2.1†						Asset Purchase Agreement, dated July 8, 2021 by and among PerfX Wireline Services, LLC, Bravo Wireline, LLC, Ranger Energy Services, Inc., Charlie Thomas, Shelby Sullivan, Jeff Thomas and Jimmie Hayes (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K (File No. 001-38183) filed with the Commission on July 14, 2021
2.2†						Asset Purchase Agreement dated as of September 15, 2021, by and among Ranger Energy Acquisition, LLC, Basic Energy Services, Inc., Basic Energy Services, L.P., C&J Well Services, Inc., Taylor Industries, LLC and KVS Transportation, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K (File No. 001-38183) filed with the Commission on October 4, 2021).
2.3†						Closing Agreement and Amendment No. 1 to Asset Purchase Agreement, dated as of October 1, 2021, by and among Ranger Energy Acquisition, LLC, Basic Energy Services, Inc., Basic Energy Services, L.P., C&J Well Services, Inc., Taylor Industries, LLC and KVS Transportation Inc. (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 8-K (File No. 001-38183) filed with the Commission on October 4, 2021).
3.1						Amended and Restated Certificate of Incorporation of Ranger Energy Services, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8‑K (File No. 001-38183) filed with the Commission on August 22, 2017)
3.2						Amended and Restated Bylaws of Ranger Energy Services, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K (File No. 001‑38183) filed with the Commission on August 22, 2017)
4.1						Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8‑K (File No. 001‑38183) filed with the Commission on August 22, 2017)
4.2						Stockholders’ Agreement (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8‑K (File No. 001‑38183) filed with the Commission on August 22, 2017)
10.1						~~Secured Promissory Note, date July 8, 2021~~First Amendment to the Loan and Security Agreement, dated January 7, 2022, by and among ~~Bravo Wireline, LLC and Chief Investments, LLC (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 8-K (File No. 001-38183) filed with the Commission on July 14, 2021)~~
~~10.2~~						~~Guaranty Agreement, dated as of July 8, 2021 by Ranger Energy Services, Inc. in favor of Chief Investments, LLC~~
~~10.3~~						~~Employment Agreement between Ranger~~RNGR Energy Services, LLC and ~~William M. Austin~~certain of its subsidiaries, Ranger Energy Services, Inc., the lenders party thereto, and Eclipse Business Capital, LLC, as agent (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No. 001-38183) filed with the Commission on ~~July 23, 2021)~~January 13, 2022)
31.1*						Certification of Chief Executive Officer Pursuant to Rule 13a‑14(a)/15d‑14(a) of the Securities Exchange Act of 1934
31.2*						Certification of Chief Financial Officer Pursuant to Rule 13a‑14(a)/15d‑14(a) of the Securities Exchange Act of 1934
32.1**						Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**						Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.CAL*						iXBRL Calculation Linkbase Document
101.DEF*						iXBRL Definition Linkbase Document
101.INS*						iXBRL Instance Document
101.LAB*						iXBRL Labels Linkbase Document
101.PRE*						iXBRL Presentation Linkbase Document
101.SCH*						iXBRL Schema Document
104*						Cover page interactive data file (formatted in iXBRL and contained in Exhibit 101)

* Filed as an exhibit to this Quarterly Report on Form 10-Q.

** Furnished as an exhibit to this Quarterly Report on Form 10-Q.

+ Compensatory plan or arrangement.

† Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a supplemental copy of any omitted schedule or similar attachment to the SEC upon request.

3633

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Ranger Energy Services, Inc.


/s/ J. Brandon Blossman						~~July 30, 2021~~April 29, 2022
J. Brandon Blossman						Date
Chief Financial Officer
(Principal Financial Officer)


~~/s/ Mario H. Hernandez~~						~~July 30, 2021~~
~~Mario H. Hernandez~~						~~Date~~
~~Chief Accounting Officer~~
~~(Principal Accounting Officer)~~

3734


						Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
~~Unaudited Interim~~ Condensed Consolidated Balance Sheets						3
~~Unaudited Interim~~ Condensed Consolidated Statements of Operations						4
~~Unaudited Interim~~ Condensed Consolidated Statements of Stockholders’ Equity						5
~~Unaudited Interim~~ Condensed Consolidated Statements of Cash Flows						6
Notes to ~~Unaudited Interim~~ Condensed Consolidated Financial Statements						7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						18
Item 3. Quantitative and Qualitative Disclosures About Market Risks						3429
Item 4. Controls and Procedures						3429

PART II – OTHER INFORMATION
Item 1. Legal Proceedings						3531
Item 1A. Risk Factors						3531
Item 2. Unregistered Sales of Securities and Use of Proceeds						3532
Item 6. Exhibits						3633

SIGNATURES						3734


	Six Months Ended June 30, 2020
	High Specification Rigs		Completion and Other Services		Processing Solutions		Other		Total
	(in millions)
Net income (loss)	$	(4.2)	$	10.7	$	0.6	$	(13.2)	$	(6.1)
Interest expense, net	—		—		—		1.9		1.9
Income Tax expense	—		—		—		0.1		0.1
Depreciation and amortization	10.5		5.3		1.9		0.7		18.4
Equity based compensation	—		—		—		1.7		1.7
Gain on retirement of debt	—		—		—		(2.1)		(2.1)
Gain on disposal of property and equipment	—		—		—		(0.3)		(0.3)
Severance and reorganization costs	0.4		0.2		—		0.4		1.0
Acquisition related costs	—		—		—		—		—
Adjusted EBITDA	$	6.7	$	16.2	$	2.5	$	(10.8)	$	14.6