Ranger Energy Services Inc
For the period ended Jun 30, 2024. Filed Jul 30, 2024.
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Jun 30, 2024 · Filed Jul 30, 2024
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Notes to Condensed Consolidated Financial Statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 — Organization and Business Operations
Business
Ranger Energy Services, Inc. (“Ranger, Inc.,” “Ranger,” “we,” “us,” “our” or the “Company”) is a provider of onshore high specification well service rigs, wireline services, and additional processing solutions and ancillary services in the United States (“U.S.”). The Company provides an extensive range of well site services to leading U.S. E&P companies that are fundamental to establishing and maintaining the flow of oil and natural gas throughout the productive life of a well.
Our service offerings consist of well completion support, workover, well maintenance, wireline, and other complementary services, as well as installation, commissioning and operating of modular equipment, which are conducted inthree reportable segments, as follows:
High Specification Rigs. Provides high specification 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 on production and consists of our completion, production, and pump down service lines.
Processing Solutions and Ancillary Services. Provides complimentary services often utilized in conjunction with our High Specification Rigs and Wireline Services segments. These services primarily include equipment rentals, plug and abandonment, logistics, snubbing and coil tubing, and processing solutions.
The Company’s operations take place in most of the active oil and natural gas basins in the U.S., including the Permian Basin, Denver-Julesburg Basin, Bakken Shale, Eagle Ford Shale, Haynesville, Gulf Coast, South Central Oklahoma Oil Province and Sooner Trend, Anadarko Basin, and Canadian and Kingfisher Counties plays.
Organization
Ranger, Inc. was incorporated as a Delaware corporation in February 2017. In conjunction with the initial public offering of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), which closed on August 16, 2017 (the “Offering”), and the corporate reorganization Ranger Inc. underwent in connection with the Offering, Ranger Inc. became 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”), and the other 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, its subsidiaries, and Torrent Services’ business and consolidates the financial results of Ranger Services, its subsidiaries, and Torrent Services.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The unaudited Condensed Consolidated Financial Statements of the Company 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 information and disclosures have been condensed or omitted. The 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 our audited consolidated financial statements and related notes included in the Annual Report. Interim results for the periods presented may not be indicative of results that will be realized for future periods.
Significant Accounting Policies
The Company’s significant accounting policies are disclosed in Note 2 — Summary of Significant Accounting Policies of the Annual Report.
Use of Estimates
The preparation of 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 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;
Impairment of property and equipment and intangible assets;
Collectability of accounts receivable and estimates of allowance for credit losses;
Income taxes; and
Equity-based compensation.
New Accounting Pronouncements
Recent Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
Note 3 — Assets Held for Sale
Assets held for sale include the net book value of assets the Company plans to sell within the next 12 months and are primarily related to excess non-working assets. Long-lived assets that meet the held for sale criteria are held for sale and reported at the lower of their carrying value or fair value less estimated costs to sell.
As of June 30, 2024, the Company classified $0.6 million of land and buildings within our High Specification Rigs segment as held for sale as they are being actively marketed. As of June 30, 2023, the Company classified $0.6 million and $0.4 million of land and buildings within our High Specification Rigs and Processing Solutions and Ancillary Services segments, respectively, as held for sale as they were being actively marketed. For the six months ended June 30, 2023, the Company recognized a gain on assets previously classified as held for sale of $1.8 million and recognized a loss on the sale of assets previously held in Property and equipment, net of $0.3 million, which nets to the $1.5 million gain on sale of assets on the Condensed Consolidated Statements of Operations. For the six months ended June 30, 2024, the Company recognized a gain on assets previously held in Property and equipment, net of $1.6 million, which is shown on the Condensed Consolidated Statements of Operations.
Note 4 — Property and Equipment, Net
Property and equipment, net include the following (in millions):
| Estimated Useful Life(years) | June 30, 2024 | December 31, 2023 | |
|---|---|---|---|
| High specification rigs | 15 | $144.6 | $138.4 |
| Machinery and equipment | 3 - 30 | 202.7 | 189.2 |
| Vehicles | 3 - 15 | 52.8 | 53.8 |
| Other property and equipment | 5 - 25 | 20.5 | 19.9 |
| Property and equipment | 420.6 | 401.3 | |
| Less: accumulated depreciation | (211.1) | (196.6) | |
| Construction in progress | 20.5 | 21.6 | |
| Property and equipment, net | $230.0 | $226.3 |
On August 9, 2023, pursuant to an asset purchase agreement dated August 4, 2023, the Company acquired certain fixed assets from Pegaso Energy Services, LLC (“Pegaso acquisition”) for consideration of $7.3 million paid in cash. The fixed assets acquired from Pegaso were primarily engaged in pump down services for its customers. Under ASC 805 Business Combination, the Company accounted for the Pegaso acquisition as an asset acquisition. The consideration paid is similar to the fair value of the assets acquired and the Company allocated the consideration paid to each of the assets following the cost accumulation model. The Company classifies assets as construction in process prior to transferring them to depreciable fixed asset accounts primarily while assets are being built or repaired.
Depreciation expense was $10.8 million and $8.5 million for the three months ended June 30, 2024 and 2023, respectively and $21.8 million and $18.3 million for the six months ended June 30, 2024 and 2023.
Note 5 — Intangible Assets, Net
Definite lived intangible assets are comprised of the following (in millions):
| Estimated Useful Life(years) | June 30, 2024 | December 31, 2023 | |
|---|---|---|---|
| Customer relationships | 10-18 | $11.4 | $11.4 |
| Less: accumulated amortization | (5.4) | (5.1) | |
| Intangible assets, net | $6.0 | $6.3 |
Amortization expense was $0.2 million and $0.2 million for the three months ended June 30, 2024 and 2023, respectively and $0.4 million and $0.4 million for the six months ended June 30, 2024 and 2023. Amortization expense for the future periods is expected to be as follows (in millions):
| For the twelve months ending June 30, | Amount |
|---|---|
| 2025 | $0.7 |
| 2026 | 0.7 |
| 2027 | 0.7 |
| 2028 | 0.6 |
| 2029 | 0.5 |
| Thereafter | 2.8 |
| Total | $6.0 |
Note 6 — Accrued Expenses
Accrued expenses include the following (in millions):
| June 30, 2024 | December 31, 2023 | |
|---|---|---|
| Accrued payables | $10.5 | $13.0 |
| Accrued compensation | 15.5 | 13.7 |
| Accrued taxes | 1.1 | 1.7 |
| Accrued insurance | 1.6 | 1.2 |
| Accrued expenses | $28.7 | $29.6 |
Note 7 — Leases
Operating Leases
The Company has operating leases, primarily for real estate and equipment, with terms that vary fromone tonine years, included in operating lease costs in the table below. The operating leases are included in Short-term lease liability and Long-term lease liability 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, 2024 and 2023, are as follows (in millions):
| Three Months Ended June 30, · Six Months Ended June 30, | |||||
|---|---|---|---|---|---|
| 2024 · 2023 · 2024 · 2023 | |||||
| Short-term lease costs | $2.8 | $4.3 | $6.1 | $9.6 | |
| Operating lease costs | $0.8 | $0.8 | $1.6 | $1.6 | |
| Operating cash outflows from operating leases | $0.8 | $0.8 | $1.6 | $1.6 | |
| Weighted average remaining lease term | 3.1 years | 4.0 years | |||
| Weighted average discount rate | 8.1% | 8.1% | |||
As of June 30, 2024, aggregate future minimum lease payments under operating leases are as follows (in millions):
| For the twelve months ending June 30, | Total |
|---|---|
| 2025 | $3.4 |
| 2026 | 3.2 |
| 2027 | 2.7 |
| 2028 | 0.7 |
| 2029 | 0.2 |
| Total future minimum lease payments | 10.2 |
| Less: amount representing interest | (1.2) |
| Present value of future minimum lease payments | 9.0 |
| Less: current portion of operating lease obligations | (2.8) |
| Long-term portion of operating lease obligations | $6.2 |
Finance Leases
The Company leases certain assets, primarily automobiles, under finance leases with terms that are generally three tofive 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, Short-term lease liability and Long-term lease liability in the Condensed Consolidated Balance Sheets.
Lease costs and other information related to finance leases for the three and six months ended June 30, 2024 and 2023, are as follows (in millions):
| Three Months Ended June 30, · Six Months Ended June 30, | |||||
|---|---|---|---|---|---|
| 2024 · 2023 · 2024 · 2023 | |||||
| Amortization of finance leases | $1.4 | $0.9 | $2.7 | $1.7 | |
| Interest on lease liabilities | $0.6 | $0.3 | $1.1 | $0.6 | |
| Financing cash outflows from finance leases | $1.3 | $1.4 | $2.6 | $2.7 | |
| Weighted average remaining lease term | 2.3 years | 2.0 years | |||
| Weighted average discount rate | 6.4% | 4.7% | |||
As of June 30, 2024, aggregate future minimum lease payments under finance leases are as follows (in millions):
| For the twelve months ending June 30, | Total |
|---|---|
| 2025 | $6.1 |
| 2026 | 4.5 |
| 2027 | 3.5 |
| 2028 | 1.3 |
| Total future minimum lease payments | 15.4 |
| Less: amount representing interest | (2.0) |
| Present value of future minimum lease payments | 13.4 |
| Less: current portion of finance lease obligations | (5.1) |
| Long-term portion of finance lease obligations | $8.3 |
Note 8 — Other Financing Liabilities
The Company has sale, lease-back agreements for land and certain other fixed assets with terms that vary from 18 months to 13 years. The 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 and equipment, net and are depreciating over their original useful lives.
As of June 30, 2024, aggregate future lease payments of the financing liabilities are as follows (in millions):
| For the twelve months ending June 30, | Total |
|---|---|
| 2025 | $0.6 |
| 2026 | 0.7 |
| 2027 | 0.7 |
| 2028 | 0.8 |
| 2029 | 0.9 |
| Thereafter | 7.5 |
| Total future minimum lease payments | $11.2 |
Note 9 — Debt
The aggregate carrying amounts, net of issuance costs, of the Company’s debt consists of the following (in millions):
| June 30, 2024 | December 31, 2023 | |
|---|---|---|
| Wells Fargo Revolving Credit Facility | $— | $— |
| Installment Purchases | — | 0.1 |
| Total Debt | — | 0.1 |
| Current portion of long-term debt | — | (0.1) |
| Long term-debt, net | $— | $— |
Wells Fargo Bank, N.A. Credit Agreement
On May 31, 2023, the Company entered into a Credit Agreement with Wells Fargo Bank, N.A., providing the Company with a secured credit facility (“Wells Fargo Revolving Credit Facility”) in an aggregate principal amount of $75 million. Debt under the Credit Agreement is secured by a lien on substantially all of the Company’s assets. The Wells Fargo Credit Agreement requires the Company to maintain a Fixed Cost Coverage Ratio (“FCCR”) of greater than 1.0 and as of June 30, 2024, the Company had a Fixed Charge Coverage Ratio of 0.8. The ratio was primarily impacted by lower EBITDA in the first quarter of 2024 and concentrated share buybacks and dividends in the trailing twelve months. While the Company did not meet the minimum required ratio, a Covenant Testing Period begins only when the Company’s excess availability is 17.5% or less. As of June 30, 2023, the Company hadno borrowings. The current forecast of the Company reflects future cash obligations and takes into account the increased operational activity and the Company believes future FCCR calculations will be above the minimum of 1.0 and reflective of those trends.
In addition, on September 25, 2023, the Company entered into an agreement with Wells Fargo Bank, N.A. which designated an additional Letter of Credit in the amount of $1.6 million as part of incremental collateral requirements for the Company’s 2023 insurance renewal. This line of credit falls under the Wells Fargo Revolving Credit Facility aggregate principal amount and matures on September 25, 2024. The interest rate for this Letter of Credit was approximately 1.8% for the month ended June 30, 2024.
The Wells Fargo Revolving Credit Facility was drawn in part on May 31, 2023, to repay the Revolving Credit Facility, M&E Term Loan Facility, and the Secured Promissory Note, as defined below. The undrawn portion of the Wells Fargo Revolving Credit Facility is available to fund working capital and other general corporate expenses and for other-permitted uses, including the financing of permitted investments and restricted payments, such as dividends and share repurchases. The Wells Fargo Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable and eligible unbilled revenue less certain reserves. The Company’s eligible accounts receivable serve as collateral for the borrowings under the Wells Fargo Revolving Credit Facility, which is scheduled to mature on May 31, 2028. The Wells Fargo Revolving Credit Facility includes an acceleration clause and cash dominion provisions under certain circumstances that permits the administrative agent to sweep cash daily from certain bank accounts into an account of the administrative agent to repay the Company’s obligations under the Revolving Credit Facility. The borrowings of the Wells Fargo Revolving Credit Facility, therefore, will be classified as Long-term debt, current portion on the Condensed Consolidated Balance Sheet.
Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $66.7 million, which was based on a borrowing base certificate in effect as of June 30, 2024. On June 17, 2024, the Company entered into the First Amendment to the Wells Fargo Revolving Credit Facility, which allows for a percentage of unbilled revenue to be included in the calculation of the borrowing base. The Company didnot have any borrowings under the Wells Fargo Revolving Credit Facility as of June 30, 2024. The Company does have $3.2 million in Letters of Credit open under the facility, leaving a residual $63.5 million available for borrowings as of June 30, 2024. Borrowings under the Revolving Credit Facility bear interest at a rate per annum ranging from 1.75% to 2.25% in excess of SOFR and 0.75% to 1.25% in excess of the Base Rate, dependent on the average excess availability. The weighted average interest rate for the loan was approximately 7.2% for the six months ended June 30, 2024.
Eclipse Loan and Security Agreement
On September 27, 2021, the Company entered into a Loan and Security Agreement with EBC and Eclipse Business Capital SPV, LLC, as administrative agent, providing the Company with a senior secured credit facility in an aggregate principal amount of $77.5 million (the “EBC Credit Facility”), consisting of (i) a revolving credit facility in an aggregate principal amount of up to $50.0 million (the “Revolving Credit Facility”), (ii) a machinery and equipment term loan facility in an aggregate principal amount of up to $12.5 million (the “M&E Term Loan Facility”) and (iii) a term loan B facility in an aggregate principal amount of up to $15.0 million (the “Term Loan B Facility”). On September 23, 2022, the Company entered into the Fourth Amendment to the Loan and Security Agreement pursuant to which, SOFR replaced LIBOR as the reference rate for interest on borrowings, effective October 1, 2022. On August 16, 2022, the Company fully repaid the Eclipse Term Loan B Facility and Eclipse M&E Term Loan Facility, making principal payments totaling $12.4 million and $1.5 million, respectively. On May 31, 2023, the Company extinguished the Eclipse Revolving Credit Facility and Eclipse M&E Term Loan Facility, paying the remaining principal amount of $8.4 million to extinguish the debt, using funds from the Wells Fargo Revolving Credit Facility. The Company recognized a loss on the retirement of debt of $2.4 million in connection with the initiation of the Wells Fargo Revolving Credit Facility.
Secured Promissory Note
On July 8, 2021, the Company acquired the assets of PerfX Wireline Services (“PerfX”), a provider of wireline services that operated in Williston, North Dakota and Midland, Texas. In connection with the PerfX acquisition, Bravo Wireline, LLC, a wholly owned subsidiary of Ranger, entered into a security agreement with Chief Investments, LLC, as administrative agent, for the financing of certain assets acquired (the “Secured Promissory Note”). On May 31, 2023, the Company made principal payments totaling $5.4 million to extinguish the debt, using funds from the Wells Fargo Revolving Credit Facility.
Other Installment Purchases
During the year ended December 31, 2021, the Company entered into various Installment and Security Agreements (collectively, the “Installment Agreements”) in connection with the purchase of certain ancillary equipment, where such assets are being held as collateral. As of June 30, 2024, the aggregate principal balance outstanding under the Installment Agreements was less than $0.1 million and is payable ratably over 36 months from the time of each purchase. For the six months ended June 30, 2024 and 2023, the Company paid down the Installment Agreements by $0.1 million and $0.2 million, respectively. 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.
Note 10 — Equity
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 inthree equal annual installments beginning on the first anniversary date of the grant. During the six months ended June 30, 2024, the Company granted approximately 372,800 RSAs, with an approximated aggregate value of $3.8 million. As of June 30, 2024, there was an aggregate $6.0 million of unrecognized expense related to restricted shares issued which is expected to be recognized over a weighted average period of 2.0 years.
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 six months ended June 30, 2024, the Company granted approximately 123,600 target shares of market-based performance stock units, of which 61,800 were granted at a relative grant date fair value of approximately $14.13 per share and 61,800 were granted at an absolute grant date fair value of approximately $11.35 per share. Additionally, the Company granted approximately 62,000 target shares of market-based performance stock units with a specified floor price per share, of which 31,000 were granted a relative grant date fair value of approximately $9.57 and 31,000 were granted at an absolute grant date fair value of approximately $10.54 per share. Shares granted during the six months ended June 30, 2024 are expected to vest (if at all) following the completion of the applicable performance period on December 31, 2026. As of June 30, 2024, there was an aggregate $3.3 million of unrecognized compensation cost related to performance stock units which are expected to be recognized over a weighted average period of 1.8 years.
Share Repurchases
On March 7, 2023, the Company announced a share repurchase program allowing the Company to purchase Class A Common Stock held by non-affiliates, not to exceed $35.0 million in aggregate value. On March 4, 2024, the Company announced that its Board of Directors approved an additional share repurchase program authorization of $50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value. Share repurchases may take place in any transaction form as allowable by the SEC. Approval of the program by the Board of Directors of the Company is specific for the next 36 months allowing the Company to utilize the expanded $50 million of approved capacity through March 4, 2027.
During the three and six months ended June 30, 2024, the Company repurchased 518,200 and 1,365,100 shares, respectively, of the Company’s Class A Common Stock for an aggregate $5.3 million and $13.8 million, net of tax on the open market. As of June 30, 2024, an aggregate of 3,170,600 shares of Class A Common Stock were purchased for a total of $33.1 million, net of tax since the inception of the repurchase plan announced on March 7, 2023. The Company has accrued stock repurchase excise tax of $0.2 million for the six months ended June 30, 2024.
Dividends
On March 4, 2024, the Company’s Board of Directors declared a cash dividend of $0.05 per share of Class A Common Stock. On April 5, 2024, the Company paid dividend distributions totaling $1.1 million to stockholders of record as of the close of business on March 15, 2024. On May 7, 2024, the Board of Directors declared a cash dividend of $0.05 per share of Class A Common Stock. On May 31, 2024, the Company paid dividend distributions totaling $1.1 million to stockholders of record at the close of business on May 17, 2024. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.
Warrant from PerfX Acquisition
The PerfX acquisition purchase price included 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. As of June 30, 2024, Company failed to maintain the specified minimum level of purchases, resulting in a forfeiture event. The Company has elected not to cure the forfeiture event through a cash payment to XConnect, leading to a reduction in the ownership percentage to 15%. Should a second uncured forfeiture event occur, the warrant will be deemed cancelled. The value of the warrant by the Company remains negligible as of June 30, 2024. The Company finalized the purchase price allocation in the fourth quarter of 2021.
Note 11 — Risk Concentrations
Customer Concentrations
During the three months ended June 30, 2024, three customers accounted for approximately 16%,12% and 10%, respectively, of the Company’s consolidated revenues. During the six months ended June 30, 2024, three customers accounted for approximately 14%,12% and 10%, respectively, of the Company’s consolidated revenues. As of June 30, 2024, approximately 35% of the net accounts receivable balance was due from these three customers.
During the three and six months ended June 30, 2023, one customer accounted for approximately 11% and 10%, respectively, of the Company’s consolidated revenue. As of June 30, 2023, approximately 6% of the net accounts receivable balance, in aggregate, was due from this customer.
Note 12 — Income Taxes
Effective Tax Rate
The Company is a corporation and is subject to U.S. federal income tax. The Company uses an estimated annual effective tax rate for purposes of determining the income tax provision during interim reporting periods. In calculating the estimated annual effective tax rate, the Company considers forecasted annual pre-tax income and estimated permanent book versus tax differences. Adjustments to the effective tax rate and other income tax related estimates could occur during the year as information and assumptions change which could include, but are not limited to, changes to forecasted amounts, estimates of permanent book versus tax differences, and changes to tax laws and rates. The effective U.S. federal income tax rate applicable to the Company for the six months ended June 30, 2024 and 2023 was 27.5% and 23.8%, respectively. The Company is subject to the Texas Margin Tax, which 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.
Tax Attributes
Historically, utilization of a portion of the Company's net operating loss carryforwards has been subject to limitations of utilization under Section 382 of the Internal Revenue Code of 1986 (“Section 382”), as amended. The Company incurred an ownership change, triggering another Section 382 loss limitation, during the three months ended June 30, 2023.
As the Company continues to experience increasing profits and no longer has a trailing 3-year cumulative taxable loss, we currently believe that it is more likely than not to fully utilize all deferred tax assets including those associated with the net operating loss carry-forward. Accordingly, the Company released all valuation allowances previously recorded resulting in a discrete tax benefit for the period ended September 30, 2023.
Other Tax Matters
Total income tax expense for the six months ended June 30, 2024 and 2023 differed from amounts computed by applying the U.S. federal statutory tax rates to pre-tax income or loss primarily due to the impact of state income taxes as well as certain non-deductible expenses offset by the benefit from the release of a previously recorded valuation allowance against deferred tax assets.
The Company is subject to the following material taxing jurisdictions: the United States and Texas. As of June 30, 2024, 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 2020 through 2023.
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, 2024, the Company had not established any reserves for, nor recorded any unrecognized benefits related to, uncertain tax positions.
Note 13 — Earnings per Share
Earnings per share is based on the amount of earnings 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 earnings per share were as follows (in millions, except share and per share data):
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Income (numerator): | ||||
| Basic: | ||||
| Income attributable to Ranger Energy Services, Inc. | $4.7 | $6.1 | $3.9 | $12.3 |
| Net income attributable to Class A Common Stock | $4.7 | $6.1 | $3.9 | $12.3 |
| Diluted: | ||||
| Income attributable to Ranger Energy Services, Inc. | $4.7 | $6.1 | $3.9 | $12.3 |
| Net income attributable to Class A Common Stock | $4.7 | $6.1 | $3.9 | $12.3 |
| Weighted average shares (denominator): | ||||
| Weighted average number of shares - basic | 22,364,422 | 24,840,569 | 22,363,364 | 24,890,178 |
| Effect of share-based awards | 116,026 | 347,554 | 124,813 | 358,848 |
| Weighted average number of shares - diluted | 22,480,448 | 25,188,123 | 22,488,177 | 25,249,026 |
| Basic income per share | $0.21 | $0.25 | $0.17 | $0.49 |
| Diluted income per share | $0.21 | $0.24 | $0.17 | $0.49 |
Note 14 — 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. 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.
Note 15 — Segment Reporting
The Company’s operations are located in the United States and organized into three reportable segments: High Specification Rigs, Wireline Services and Processing Solutions and Ancillary Services. The reportable segments comprise the structure used by the Chief Operating Decision Maker (“CODM”) to make key operating decisions and assess performance during the years presented in the accompanying Condensed Consolidated Financial Statements. The CODM evaluates the segments’ operating performance based on multiple measures including operating income, rig hours and stage 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.
The following is a description of each operating segment:
High Specification Rigs. Provides high specification 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 on production and consists of our completion, production and pump down service lines.
Processing Solutions and Ancillary Services. Provides complimentary services often utilized in conjunction with our High Specification Rigs and Wireline Services segments. These services primarily include equipment rentals, plug and abandonment snubbing, and processing solutions.
Other. Other represents costs not allocable to the reporting segments and includes corporate general and administrative expense and depreciation of corporate furniture and fixtures, amortization, impairments, debt retirements and other items similar in nature.
Certain segment information for the six months ended June 30, 2024 and 2023 is as follows (in millions):
| High Specification Rigs | Wireline Services | Processing Solutions and Ancillary Services | Other | Total | |
|---|---|---|---|---|---|
| Revenue | $82.7 | $24.5 | $30.9 | $— | $138.1 |
| Cost of services | 65.3 | 24.2 | 23.7 | — | 113.2 |
| Depreciation and amortization | 5.6 | 2.9 | 2.0 | 0.5 | 11.0 |
| Operating income (loss) | 11.8 | (2.6) | 5.2 | (7.1) | 7.3 |
| Net income (loss) | $11.8 | $(2.6) | $5.2 | $(9.7) | $4.7 |
| Capital expenditures | $11.5 | $0.9 | $7.4 | $— | $19.8 |
| Revenue | $162.4 | $57.3 | $55.3 | $— | $275.0 |
| Cost of services | 131.6 | 56.8 | 45.6 | — | 234.0 |
| Depreciation and amortization | 11.2 | 6.0 | 4.0 | 1.0 | 22.2 |
| Operating income (loss) | 19.6 | (5.5) | 5.7 | (13.0) | 6.8 |
| Net income (loss) | $19.6 | $(5.5) | $5.7 | $(15.9) | $3.9 |
| Capital expenditures | $16.0 | $2.3 | $11.4 | $— | $29.7 |
| High Specification Rigs | Wireline Services | Processing Solutions and Ancillary Services | Other | Total | |
|---|---|---|---|---|---|
| Revenue | $77.6 | $54.5 | $31.1 | $— | $163.2 |
| Cost of services | 62.0 | 48.8 | 25.5 | — | 136.3 |
| Depreciation and amortization | 4.1 | 2.9 | 1.4 | 0.3 | 8.7 |
| Operating income (loss) | 11.5 | 2.8 | 4.2 | (7.1) | 11.4 |
| Net income (loss) | $11.5 | $2.8 | $4.2 | $(12.4) | $6.1 |
| Capital expenditures | $3.7 | $3.2 | $2.8 | $— | $9.7 |
| Revenue | $155.1 | $104.4 | $61.2 | $— | $320.7 |
| Cost of services | 122.1 | 94.5 | 50.6 | — | 267.2 |
| Depreciation and amortization | 9.6 | 5.3 | 3.0 | 0.8 | 18.7 |
| Operating income (loss) | 23.4 | 4.6 | 7.6 | (15.0) | 20.6 |
| Net income (loss) | $23.4 | $4.6 | $7.6 | $(23.3) | $12.3 |
| Capital expenditures | $5.8 | $4.5 | $7.1 | $— | $17.4 |
Note 16 — Subsequent Events
On July 29, 2024, the Board of Directors declared a quarterly cash dividend of $0.05 per share payable August 23, 2024 to common stockholders of record at the close of business on August 9, 2024. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements are issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.