Ranger Energy Services, Inc.

Previous wording

Despite drilling and completion activity declines during 2024, the Company was able to maintain relatively consistent performance in most service lines and this trend has continued through the first quarter of 2025. Our Wireline segment continues to face weakness in demand as completions activity declines and competition increases as a result of these reduced activity levels. Typical seasonality and weather impacts from the first quarter are expected to abate as temperatures across the basins in which we operate increase and longer days result in a greater number of workable hours for our equipment and crews.

Current wording

Despite continued pressure in the broader oilfield services complex in the first half of the year, the Company was able to maintain relatively consistent performance in most service lines and this trend has continued through the second quarter. Our Wireline segment continues to face weakness in demand as completions activity declines and competition increases as a result of these reduced activity levels. The Energy Information Administration notes in their Short Term Energy Outlook published July 8th that “declining oil prices have contributed to U.S. producers slowing their drilling and completion activity this year. As a result, we forecast U.S. crude oil production will decline from an all-time high of just over 13.4 million barrels per day in the second quarter of 2025 to less than 13.3 million barrels per day by fourth quarter 2026.” Declining crude oil prices and their impacts to production levels are being closely monitored by the Company to mitigate their impacts on our financial performance.

Previous wording

Consolidation occurring at the E&P operator level within the energy industry is expected to impact U.S. onshore activity levels although the full extent of this impact is not yet known. The Company has, thus far, benefited from this consolidation and, over the long-term, the Company expects favorable preference from these larger organizations where the well-established processes and systems of Ranger are more valued. Our work with larger operators also benefits our business because their long-term production plans are less likely to include shut-in plans for wells when compared to smaller swing operators when short-term supply shocks and market price declines occur. To date, we have not seen a significant change in work plans with our largest customers on U.S. land; however, crude pricing below $60 per barrel could trigger activity reductions across the U.S. upstream complex. Our business is buoyed by the production-oriented focus of our service lines, as the least expensive barrel of crude oil coming to market domestically is most often from a previously drilled well to which we serve as a primary service provider. Furthermore, as relates to natural gas, the EIA expects U.S. natural gas demand to increase on the back of a rise in exports, serving as a potential tailwind for our assets both in gas markets where we have comparatively little exposure today and as a catalyst for tightening of asset availability given the ability of assets to work across production basins.

Current wording

Consolidation occurring at the E&P operator level within the energy industry continues, most recently with the approval of Chevron’s acquisition of Hess in July 2025. Given our position as one of the largest well service providers in the Lower 48, the Company has, thus far, benefited from this consolidation and, over the long-term, the Company expects favorable preference from these larger organizations where the well-established processes and systems of Ranger are more valued. Our work with larger operators also benefits our business because their long-term production plans are less likely to include shut-in plans for wells when compared to smaller swing operators when short-term supply shocks and market price declines occur. To date, we have seen limited changes in work plans with our largest customers on U.S. land; however, crude pricing below $60 per barrel could trigger activity reductions across the U.S. upstream complex. Our business is buoyed by the production-oriented focus of our service lines, as the least expensive barrel of crude oil coming to market domestically is most often from a previously drilled well to which we serve as a primary service provider.

Previous wording

The Company believes current geopolitical events will continue to have an impact on our industry, including the impact of the current administration’s tariff policy on broader macroeconomic growth and associated energy demand. We are also monitoring the supply side, as the potential for increased production from OPEC+ could have an impact on domestic production levels especially among smaller producers. Considering the rapidly evolving events and the interplay of supply and demand within oil and gas commodities sector, numerous unknown factors could materially impact our operations. These events have already, and are likely to continue, influencing commodity prices, causing volatility that could have a material effect on our earnings, cash flows, and financial condition.

Current wording

The Company believes current geopolitical events will continue to have an impact on our industry, including the impact of the current administration’s ongoing tariff policies on broader macroeconomic growth and associated energy demand. We are also monitoring the supply side, particularly in light of OPEC+ recently accelerating the rollback of its voluntary oil production cuts. This development could place additional pressure on global supply-demand balances and, in turn, affect domestic production levels, especially among smaller producers. Considering the rapidly evolving events and the interplay of supply and demand within the oil and gas commodities sector, numerous unknown factors could materially impact our operations. These events have already, and are likely to continue, influencing commodity prices, causing volatility that could have a material effect on our earnings, cash flows, and financial condition.

Previous wording

We view Adjusted EBITDA, which is a non‑GAAP financial measure, as an important indicator of performance. The CODM primarily uses Adjusted EBITDA to assess segment profitability and make resource allocation decisions. We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity‑based compensation, acquisition‑related costs, severance and reorganization costs, loss on debt retirement, gain or loss on disposal of property and equipment, significant and unusual legal fees and settlements, impairment of assets, and certain other non‑cash and certain other items that we do not view as indicative of our ongoing performance. See “—Results of Operations” and “—Note Regarding Non‑GAAP Financial Measure” for more information and reconciliations of net income (loss) to Adjusted EBITDA, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Current wording

We view Adjusted EBITDA, which is a non‑GAAP financial measure, as an important indicator of performance. The CODM primarily uses Adjusted EBITDA to assess segment profitability and make resource allocation decisions. We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity‑based compensation, acquisition‑related costs, severance and reorganization costs, loss on debt retirement, gain or loss on disposal of property and equipment, significant and unusual legal fees and settlements, impairment of assets, employee retention credit, and certain other non‑cash and certain other items that we do not view as indicative of our ongoing performance. See “—Results of Operations” and “—Note Regarding Non‑GAAP Financial Measure” for more information and reconciliations of net income (loss) to Adjusted EBITDA, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Previous wording

Revenue. Revenue for the three months ended March 31, 2025 decreased $1.7 million, or 1%, to $135.2 million from $136.9 million for the three months ended March 31, 2024. The change in revenue by segment was as follows:

Current wording

Revenue. Revenue for the three months ended June 30, 2025 increased $2.5 million, or 2%, to $140.6 million from $138.1 million for the three months ended June 30, 2024. The change in revenue by segment was as follows:

Previous wording

High Specification Rigs. High Specification Rigs revenue for the three months ended March 31, 2025 increased $7.8 million, or 10%, to $87.5 million from $79.7 million for the three months ended March 31, 2024. The revenue increase is attributable to slightly improved pricing and the average revenue per rig hour increasing 3% to $756 for the three months ended March 31, 2025 from $718 for the three months ended March 31, 2024 due to the build out of complete rig packages with additional equipment, coupled by a corresponding increase in total rig hours to 115,700 hours for the three months ended March 31, 2025 from 111,000 hours reported for three months ended March 31, 2024.

Current wording

High Specification Rigs. High Specification Rigs revenue for the three months ended June 30, 2025 increased $3.6 million, or 4%, to $86.3 million from $82.7 million for the three months ended June 30, 2024. The revenue increase is attributable to slightly improved pricing and the average revenue per rig hour increasing 1% to $738 for the three months ended June 30, 2025 from $732 for the three months ended June 30, 2024 due to the build out of complete rig packages with additional equipment, coupled by a corresponding increase in total rig hours to 117,000 hours for the three months ended June 30, 2025 from 113,100 hours reported for three months ended June 30, 2024.

Previous wording

31, 2024. The increase in revenue is primarily attributable to increases in revenue within rentals, coil tubing, and plugging and abandonment by $3.4 million, $2.4 million, and $0.4 million, respectively.

Current wording

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services revenue for the three months ended June 30, 2025 increased $1.3 million, or 4%, to $32.2 million from $30.9 million for the three months ended June 30, 2024. The increase in revenue is primarily attributable to increases in revenue within rentals and coil tubing by $2.9 million and $2.0 million, respectively. Our Torrent gas processing business has continued to grow resulting in revenues of $4.2 million for the three months ended June 30, 2025, compared to $1.6 million in the three months ended June 30, 2024, an increase of $2.6 million. This was offset by a decrease in plugging and abandonment services by $2.6 million, as operators scaled back non-essential spending in response to lower crude prices and completed in flight programs.

Previous wording

High Specification Rigs. High Specification Rigs cost of services for the three months ended March 31, 2025 increased $3.8 million, to $70.1 million from $66.3 million for the three months ended March 31, 2024. The increase was primarily attributable to an increase in variable expenses, notably employee-related labor costs, repair and maintenance costs, and travel costs of $2.0 million, $0.5 million and $0.5 million, respectively. As a percentage of High Specification Rigs revenue, cost of services was 80% for the three months ended March 31, 2025, a decrease from 83% for the three months ended March 31, 2024.

Current wording

High Specification Rigs. High Specification Rigs cost of services for the three months ended June 30, 2025 increased $3.4 million, or 5%, to $68.7 million from $65.3 million for the three months ended June 30, 2024. The increase was primarily attributable to an increase in variable expenses, notably employee-related labor costs, repair and maintenance costs, and travel costs of $2.2 million, $1.1 million and $0.6 million, respectively. As a percentage of High Specification Rigs revenue, cost of services was 80% for the three months ended June 30, 2025, an increase from 79% for the three months ended June 30, 2024.

Previous wording

Wireline Services. Wireline Services cost of services for the three months ended March 31, 2025 decreased $12.3 million, or 38%, to $20.3 million from $32.6 million for the three months ended March 31, 2024. The decrease in wireline services cost of sales was primarily attributable to reductions in completion services costs of $10.8 million as the Company continued to reorganize this service line during the quarter to align with lower operating levels. As a percentage of Wireline Services revenue, cost of services increased from 99% for the three months ended March 31, 2024 to 118% for the three months ended March 31, 2025 primarily due to declining operating leverage from lower activity levels.

Current wording

Wireline Services. Wireline Services cost of services for the three months ended June 30, 2025 decreased $3.5 million, or 14%, to $20.7 million from $24.2 million for the three months ended June 30, 2024. The decrease in wireline services cost of sales was primarily attributable to reductions in production and pump down services costs of $2.2 million and $1.9 million, respectively. As a percentage of Wireline Services revenue, cost of services decreased from 99% for the three months ended June 30, 2024 to 94% for the three months ended June 30, 2025 primarily due to declining operating leverage from lower activity levels.

Previous wording

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services cost of services for the three months ended March 31, 2025 increased $3.1 million, or 14%, to $25.0 million from $21.9 million for the three months ended March 31, 2024. The increase was primarily attributable to increased direct material costs and employee-related labor costs which accounted for $1.5 million and $0.9 million, respectively. As a percentage of Processing Solutions and Ancillary Services revenue, cost of services improved from 90% for the three months ended March 31, 2024 to 82% for the three months ended March 31, 2025 due to increased operational efficiencies and cost reductions.

Current wording

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services cost of services for the three months ended June 30, 2025 increased $1.9 million, or 8%, to $25.6 million from $23.7 million for the three months ended June 30, 2024. The increase was primarily attributable to increased employee-related labor costs and maintenance and repair costs which accounted for $0.8 million and $0.9 million, respectively. As a percentage of Processing Solutions and Ancillary Services revenue, cost of services increased from 77% for the three months ended June 30, 2024 to 80% for the three months ended June 30, 2025.

Previous wording

General & Administrative. General and administrative expenses remained relatively flat; the three months ended March 31, 2025 increased $0.4 million, or 6%, to $7.1 million from $6.7 million for the three months ended March 31, 2024.

Current wording

General & Administrative. General and administrative expenses remained relatively flat; the three months ended June 30, 2025 increased $0.1 million, or 1%, to $7.0 million from $6.9 million for the three months ended June 30, 2024.

Previous wording

Interest Expense, net. Interest expense, net decreased from $0.8 million for the three months ended March 31, 2024 to $0.6 million for the three months ended March 31, 2025. The changes in interest expense were attributable to reduced borrowings on the Wells Fargo Revolving Credit Facility and decreased borrowing costs on finance leases.

Current wording

Interest Expense, net. Interest expense, net decreased from $0.6 million for the three months ended June 30, 2024 to $0.1 million for the three months ended June 30, 2025. The changes in interest expense were attributable to reduced borrowings on the Wells Fargo Revolving Credit Facility and decreased borrowing costs on finance leases.

Previous wording

Net Income (loss). Net income for the three months ended March 31, 2025 increased $1.4 million, or 175%, to $0.6 million from a loss of $0.8 million for the three months ended March 31, 2024. The increase in net income was driven by continued increases in High Specification Rigs and Ancillary Services, partially offset by reduced operating income from activity declines in the Wireline segment.

Current wording

Net Income. Net income for the three months ended June 30, 2025 increased $2.6 million, or 55%, to $7.3 million from $4.7 million for the three months ended June 30, 2024. The increase in net income was driven by continued increases in High Specification Rigs and Ancillary Services, partially offset by reduced operating income from activity declines in the Wireline segment.

Previous wording

Wireline Services. Wireline Services revenue for the three months ended March 31, 2025 decreased $15.6 million, or 48%, to $17.2 million from $32.8 million for the three months ended March 31, 2024. The decreased revenue was primarily attributable to a decrease in completion services revenue of $11.5 million where there was a 64% decrease in completed stage counts to 1,400 for the three months ended March 31, 2025 from 3,400 for the three months ended March 31, 2024. This decrease in completion services revenue and stage count is indicative of lower operational activity reflecting the Company’s decision to pursue only work with appropriate margins. Wireline production associated services revenues decreased year over year due to the more extreme weather conditions in 2025 driving activity levels lower while pump down revenue decreased year over year due to a reduction in operational activity as a result of weather impacts and additional competitive dynamics across basins.

Current wording

Wireline Services. Wireline Services revenue for the six months ended June 30, 2025 decreased $18.0 million, or 31%, to $39.3 million from $57.3 million for the six months ended June 30, 2024. The decrease in wireline services revenue was attributable to reductions in the completions service line totaling $9.9 million illustrated by a 24% decrease in completed stage counts to 3,900 for the six months ended June 30, 2025 from 5,100 for the six months ended June 30, 2024. This decrease in completion services revenue and stage count is indicative of lower operational activity reflecting the Company’s decision to pursue only work with appropriate margins. Wireline production associated services and pump down revenues decreased year over year due to the more extreme weather conditions in 2025 and additional competitive dynamics across basins.

Previous wording

Cost of services (exclusive of depreciation and amortization). Cost of services for the three months ended March 31, 2025 decreased $5.4 million, or 4%, to $115.4 million from $120.8 million for the three months ended March 31, 2024. As a percentage of revenue, cost of services was 85% and 88% for the three months ended March 31, 2025 and 2024, respectively. The change in cost of services by segment was as follows:

Current wording

Cost of services (exclusive of depreciation and amortization). Cost of services for the six months ended June 30, 2025 decreased $3.6 million, or 2%, to $230.4 million from $234.0 million for the six months ended June 30, 2024. As a percentage of revenue, cost of services was 84% and 85% for the six months ended June 30, 2025 and 2024, respectively. The change in cost of services by segment was as follows:

Previous wording

Depreciation and Amortization. Depreciation and amortization for the three months ended March 31, 2025 decreased $0.6 million, or 5%, to $10.6 million from $11.2 million for the three months ended March 31, 2024. The decrease was attributable to capital expenditures with longer useful lives added during the latter half of 2024 into 2025.

Current wording

Depreciation and Amortization. Depreciation and amortization for the six months ended June 30, 2025 decreased $0.7 million, or 3%, to $21.5 million from $22.2 million for the six months ended June 30, 2024. The decrease was attributable to capital expenditures with longer useful lives added during the latter half of 2024 into 2025.

Previous wording

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

Current wording

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

Previous wording

Adjusted EBITDA for the three months ended March 31, 2025 increased $4.6 million to $15.5 million from $10.9 million for the three months ended March 31, 2024. The change by segment was as follows:

Current wording

Adjusted EBITDA for the three months ended June 30, 2025 decreased $0.4 million to $20.6 million from $21.0 million for the three months ended June 30, 2024. The change by segment was as follows:

Previous wording

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services Adjusted EBITDA for the three months ended March 31, 2025 increased $3.1 million to $5.6 million from $2.5 million for the three months ended March 31, 2024, due to increased revenue of $6.1 million, partially offset by a corresponding increase in cost of services of $3.1 million.

Current wording

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services Adjusted EBITDA for the three months ended June 30, 2025 decreased $0.7 million to $6.6 million from $7.3 million for the three months ended June 30, 2024, due to an increase in cost of services of $1.9 million, partially offset by a corresponding increased revenue of $1.3 million.

Previous wording

Other. Other Adjusted EBITDA remained relatively flat with a loss of $5.2 million for the three months ended March 31, 2025 and $5.4 million for the three months ended March 31, 2024. The balances included in Other reflect other general and administrative costs, which are not directly attributable to High Specification Rigs, Wireline Services or Processing Solutions and Ancillary Services.

Current wording

Other. Other Adjusted EBITDA three months ended June 30, 2025 improved $0.2 million to a loss of $5.2 million from a loss of $5.4 million for the three months ended June 30, 2024. The balances included in Other reflect other general and administrative costs, which are not directly attributable to High Specification Rigs, Wireline Services or Processing Solutions and Ancillary Services.

Previous wording

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 have historically been cash generated from operations and borrowings under our credit facilities. As of March 31, 2025, we had total liquidity of $104.4 million, consisting of $40.3 million of cash on hand and availability under our Wells Fargo Revolving Credit Facility of $64.1 million. Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $67.9 million, net of $3.8 million of Letters of Credit open under the facility. This compares to the Company’s available borrowing capacity under the Wells Fargo Revolving Credit Facility of $58.6 million as of March 31, 2024 and $71.2 million as of December 31, 2024. We strive to maintain financial flexibility and proactively monitor potential capital sources to meet our investment and target liquidity requirements that permit us to manage the cyclicality associated with our business. We currently expect to have sufficient funds to meet the Company’s short and long term liquidity requirements and comply with our covenants of our debt agreements. Based upon current levels of operations and anticipated growth, we expect that cash generated from operations, combined with borrowings under our credit facilities, including our Wells Fargo Revolving Credit Facility, will be sufficient to meet our capital expenditure, working capital and debt service requirements for at least the next twelve months and the foreseeable future. For further details, see “— Debt Agreements.”

Current wording

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 have historically been cash generated from operations and borrowings under our credit facilities. As of June 30, 2025, we had total liquidity of $120.1 million, consisting of $48.9 million of cash on hand and availability under our Wells Fargo Revolving Credit Facility of $71.2 million. Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $75.0 million, net of $3.8 million of Letters of Credit open under the facility. This compares to the Company’s available borrowing capacity under the Wells Fargo Revolving Credit Facility of $58.6 million as of June 30, 2024 and $71.2 million as of December 31, 2024. We strive to maintain financial flexibility and proactively monitor potential capital sources to meet our investment and target liquidity requirements that permit us to manage the cyclicality associated with our business. We currently expect to have sufficient funds to meet the Company’s short and long term liquidity requirements and comply with our covenants of our debt agreements. Based upon current levels of operations and anticipated growth, we expect that cash generated from operations, combined with borrowings under our credit facilities, including our Wells Fargo Revolving Credit Facility, will be sufficient to meet our capital expenditure, working capital and debt service requirements for at least the next twelve months and the foreseeable future. For further details, see “— Debt Agreements.”

Previous wording

Net cash used in investing activities increased $0.4 million to $6.1 million for three months ended March 31, 2025 compared to $5.7 million for the three months ended March 31, 2024. The change in cash flows from investing activities is largely attributable to slight increases in fixed asset additions that took place during the three months ended March 31, 2025 and more proceeds from asset disposals relative to those that occurred during the three months ended March 31, 2024.

Current wording

Net cash used in investing activities decreased $8.7 million to $11.6 million for six months ended June 30, 2025 compared to $20.3 million for the six months ended June 30, 2024. The change in cash flows from investing activities is largely attributable to decreases in fixed asset additions and more proceeds from asset disposals relative to those that occurred during the six months ended June 30, 2024.

Previous wording

Net cash used in financing activities decreased $5.8 million to $5.1 million for three months ended March 31, 2025 compared to $10.9 million for the three months ended March 31, 2024. Unlike the first quarter of 2024, cash used in financing activities for the three months ended March 31, 2025 did not include any repurchases of Class A Common Stock (see Item 1. Financial Information— Note 10 — Equity).

Current wording

Net cash used in financing activities decreased $9.1 million to $11.7 million for six months ended June 30, 2025 compared to $20.8 million for the six months ended June 30, 2024. In the first half of 2024, the Company repurchased $13.8 million of the Company’s Class A Common Stock on the open market, relative to $3.3 million for the first half of 2025. (see Item 1. Financial Information— Note 10 — Equity).

Previous wording

During the three months ended March 31, 2025, the Company added fixed assets of $1.5 million and $0.2 million primarily related to finance leased assets and asset trades, respectively, across all operating segments.

Current wording

During the six months ended June 30, 2025, the Company added fixed assets of $3.4 million and $0.9 million primarily related to finance leased assets and asset trades, respectively, across all operating segments.

Previous wording

Our working capital, which we define as total current assets less total current liabilities, increased to $81.2 million as of March 31, 2025, compared to $78.7 million as of December 31, 2024.

Current wording

Our working capital, which we define as total current assets less total current liabilities, increased to $90.3 million as of June 30, 2025, compared to $78.7 million as of December 31, 2024.

Previous wording

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 Company was in compliance with the Credit Agreement covenant of maintaining a Fixed Charge Coverage Ratio (“FCCR”) of greater than 1.0 as of March 31, 2025, which is applicable only under certain borrowing levels.

Current wording

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 (the “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 Company was in compliance with the Credit Agreement covenant of maintaining a Fixed Charge Coverage Ratio (“FCCR”) of greater than 1.0 as of June 30, 2025, which is applicable only under certain borrowing levels.

Previous wording

The Wells Fargo Revolving Credit Facility was drawn in part on May 31, 2023, to repay the Revolving Credit Facility, M&E Term Loan Facility, and the Secured Promissory Note. The 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 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.

Current wording

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 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.

Previous wording

Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $67.9 million, which was based on a borrowing base certificate in effect as of March 31, 2025. On June 17, 2024, the Company entered into the First Amendment to the Wells Fargo Revolving Credit Facility, which allows for a percentage of unbilled revenue to be included in the calculation of the borrowing base. The Company did not have any borrowings under the Wells Fargo Revolving Credit Facility as of March 31, 2025. The Company does have $3.8 million in Letters of Credit open under the facility, leaving a residual $64.1 million available for borrowings as of March 31, 2025. 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 6.2% for the three months ended March 31, 2025.

Current wording

Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $75.0 million, which was based on a borrowing base certificate in effect as of June 30, 2025. On June 17, 2024, the Company entered into the First Amendment to the Wells Fargo Revolving Credit Facility, which allows for a percentage of unbilled revenue to be included in the calculation of the borrowing base. The Company did not have any borrowings under the Wells Fargo Revolving Credit Facility as of June 30, 2025. The Company does have $3.8 million in Letters of Credit open under the facility, leaving a residual $71.2 million available for borrowings as of June 30, 2025. Borrowings under the Wells Fargo Revolving Credit Facility bear interest at a rate per annum ranging from 1.75% to 2.25% in excess of SOFR and 0.75% to 1.25% in excess of the Base Rate, dependent on the average excess availability. The weighted average interest rate for the loan was approximately 6.2% for the six months ended June 30, 2025.

Previous wording

In March 2023, the Company initially announced a share repurchase program authorizing the Company to purchase up to $35.0 million of Class A Common Stock that can be utilized for up to 36 months. On March 4, 2024, the Company announced that its Board of Directors approved for an additional share repurchase program authorization of $50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value. During the three months ended March 31, 2025, the Company did not repurchase any of the Company’s Class A Common Stock on the open market. As of March 31, 2025, an aggregate of 3,325,800 shares of Class A Common Stock were purchased for a total of $34.8 million, net of tax since the inception of the repurchase plan announced on March 7, 2023 and $50.2 million remained available under the share repurchase program.

Current wording

In March 2023, the Company initially announced a share repurchase program authorizing the Company to purchase up to $35.0 million of Class A Common Stock that can be utilized for up to 36 months. On March 4, 2024, the Company announced that its Board of Directors approved for an additional share repurchase program authorization of $50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value. During the six months ended June 30, 2025, the Company repurchased 278,100 shares of the Company’s Class A Common Stock for a total of $3.3 million on the open market. As of June 30, 2025, an aggregate of 3,603,900 shares of Class A Common Stock were purchased for a total of $38.1 million, net of tax since the inception of the repurchase plan announced on March 7, 2023 and $47.1 million remained available under the share repurchase program.

Previous wording

In 2023, the Board of Directors approved the initiation of a quarterly dividend of $0.05 per share. The Company increased the quarterly dividend to $0.06 per share in 2025. The Company believes that a share repurchase and dividend framework provides the best overall value creation potential for investors. The Company paid dividend distributions totaling $1.3 million to shareholders for the three months ended March 31, 2025. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.

Current wording

In 2023, the Board of Directors approved the initiation of a quarterly dividend of $0.05 per share. The Company increased the quarterly dividend to $0.06 per share in 2025. The Company believes that a share repurchase and dividend framework provides the best overall value creation potential for investors. The Company paid dividend distributions totaling $2.8 million to shareholders for the six months ended June 30, 2025. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.