Ranger Energy Services, Inc 10-Q for FY2021 Q2

Ranger Energy Services, Inc. (RNGR)

10-Q 2021-07-30 For: 2021-06-30

Added on April 06, 2026

About this 10-Q

Ranger Energy Services, Inc filed this 10-Q on July 30, 2021, covering the quarter ended June 30, 2021 (FY2021 Q2).

Headline figures

Quarter ended June 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $50M; up 62.9% from $30.7M a year earlier
Net loss: $5.6M; compared with a net loss of $4.9M a year earlier
Diluted EPS: -$0.59; compared with -$0.58 a year earlier

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


						Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
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						34
Item 4. Controls and Procedures						34

PART II – OTHER INFORMATION
Item 1. Legal Proceedings						35
Item 1A. Risk Factors						35
Item 2. Unregistered Sales of Securities and Use of Proceeds						35
Item 6. Exhibits						36

SIGNATURES						37


	June 30, 2021		December 31, 2020
Assets
Cash and cash equivalents	$	3.4	$	2.8
Accounts receivable, net	35.5		25.9
Contract assets	3.0		1.1
Inventory	2.7		2.3
Prepaid expenses	6.1		3.6
Total current assets	50.7		35.7

Property and equipment, net	182.6		189.4
Goodwill	1.8		—
Intangible assets, net	8.1		8.5
Operating leases, right-of-use assets	6.3		5.8
Other assets	1.0		1.2
Total assets	$	250.5	$	240.6

Liabilities and Stockholders' Equity
Accounts payable	$	13.5	$	10.5
Accrued expenses	9.9		9.3
Other financing liability, current portion	2.6		—

Long-term debt, current portion	10.4		10.0
Other current liabilities	3.9		3.2
Total current liabilities	40.3		33.0

Operating leases, right-of-use obligations	5.0		5.2
Other financing liability	13.4		—
Long-term debt, net	12.5		14.5
Other long-term liabilities	3.1		3.1
Total liabilities	74.3		55.8

Commitments and contingencies (Note 14)

Stockholders' equity
Preferred stock, $0.01 per share; 50,000,000 shares authorized; no shares issued or outstanding as of June 30, 2021 and December 31, 2020	—		—
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)
Accumulated deficit	(28.6)		(18.4)
Additional paid-in capital	139.5		123.9
Total controlling stockholders' equity	107.3		101.9
Noncontrolling interest	68.9		82.9
Total stockholders' equity	176.2		184.8
Total liabilities and stockholders' equity	$	250.5	$	240.6


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Revenues
High specification rigs	$	29.0	$	11.4	$	50.7	$	46.3
Completion and other services	19.8		17.7		35.3		61.0
Processing solutions	1.2		1.6		2.3		4.4
Total revenues	50.0		30.7		88.3		111.7

Operating expenses
Cost of services (exclusive of depreciation and amortization):
High specification rigs	24.0		10.1		43.0		40.0
Completion and other services	19.2		13.3		33.8		45.0
Processing solutions	0.9		0.4		1.4		1.9
Total cost of services	44.1		23.8		78.2		86.9
General and administrative	6.2		5.5		9.7		10.5
Depreciation and amortization	8.2		9.5		16.2		18.4
Total operating expenses	58.5		38.8		104.1		115.8

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

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

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

Loss per common share
Basic	$	(0.59)	$	(0.58)	$	(1.13)	$	(0.40)
Diluted	$	(0.59)	$	(0.58)	$	(1.13)	$	(0.40)
Weighted average common shares outstanding
Basic	9,523,127		8,474,077		9,055,077		8,545,925
Diluted	9,523,127		8,474,077		9,055,077		8,545,925


	Three Months Ended June 30,						Six Months Ended June 30,
	2021	2020	2021		2020		2021	2020	2021		2020
	Quantity		Amount				Quantity		Amount
Shares, Class A Common Stock
Balance, beginning of period	9,329,306	8,947,830	$	0.1	$	0.1	9,093,743	8,839,788	$	0.1	$	0.1
Issuance of shares under share-based compensation plans	123,672	117,502	—		—		456,748	270,135	—		—
Shares withheld for taxes on equity transactions	(26,590)	(33,837)	—		—		(124,103)	(78,428)	—		—
Share issuance for acquisition	1,256,000	—	—		—		1,256,000	—	—		—

Balance, end of period	10,682,388	9,031,495	$	0.1	$	0.1	10,682,388	9,031,495	$	0.1	$	0.1

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

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

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

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


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

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


Impact of transactions affecting noncontrolling interest			6.1		0.1				6.8		(2.1)
Repurchase of Class A Common Stock			—		—				—		(3.1)
Balance, end of period			$	107.3	$	105.9			$	107.3	$	105.9

Noncontrolling interest
Balance, beginning of period			$	78.5	$	93.4			$	82.9	$	89.8
Net loss attributable to noncontrolling interest			(3.5)		(4.0)				(7.2)		(2.7)
Equity based compensation amortization			—		—				—		0.1
Impact of transactions affecting noncontrolling interest			(6.1)		(0.1)				(6.8)		2.1
Balance, end of period			$	68.9	$	89.3			$	68.9	$	89.3

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


Repurchase of Class A Common Stock			—		—				—		(3.1)
Balance, end of period			$	176.2	$	195.2			$	176.2	$	195.2


	Estimated Useful Life (years)	June 30, 2021		December 31, 2020
High specification rigs	20	$	127.0	$	127.2
High specification rigs machinery and equipment	5 - 10	41.8		39.7
Completion and other services machinery and equipment	5 - 10	59.3		56.5
Processing solutions machinery and equipment	3 - 30	46.7		45.9
Vehicles	3 - 15	23.5		20.4
Other property and equipment	5 - 25	11.0		10.9
Property and equipment		309.3		300.6
Less: accumulated depreciation		(128.4)		(113.0)
Construction in progress		1.7		1.8
Property and equipment, net		$	182.6	$	189.4


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


	June 30, 2021		December 31, 2020
Accrued payables	$	3.9	$	2.7
Accrued compensation	4.8		4.5
Accrued taxes	1.0		1.0
Accrued insurance	0.2		1.1
Accrued expenses	$	9.9	$	9.3


	June 30, 2021		December 31, 2020
Credit Facility	$	9.5	$	7.2
Encina Master Financing Agreement	12.4		17.3
Installment Purchases	1.0		—
Promissory Note	—		—
Total Debt	22.9		24.5
Current portion of long-term debt	(10.4)		(10.0)
Long term-debt, net	$	12.5	$	14.5


	Three Months Ended
	June 30,				Variance
	2021		2020		$		%
Revenues
High specification rigs	$	29.0	$	11.4	$	17.6	154	%
Completion and other services	19.8		17.7		2.1		12	%
Processing solutions	1.2		1.6		(0.4)		(25)	%
Total revenues	50.0		30.7		19.3		63	%

Operating expenses
Cost of services (exclusive of depreciation and amortization):
High specification rigs	24.0		10.1		13.9		138	%
Completion and other services	19.2		13.3		5.9		44	%
Processing solutions	0.9		0.4		0.5		125	%
Total cost of services	44.1		23.8		20.3		85	%
General and administrative	6.2		5.5		0.7		13	%
Depreciation and amortization	8.2		9.5		(1.3)		(14)	%
Total operating expenses	58.5		38.8		19.7		51	%

Operating loss	(8.5)		(8.1)		(0.4)		5	%

Other expenses
Interest expense, net	0.7		0.8		(0.1)		(13)	%
Total other expenses	0.7		0.8		(0.1)		(13)	%

Loss before income tax expense	(9.2)		(8.9)		(0.3)		3	%
Tax (benefit) expense	(0.1)		—		(0.1)		(100)	%
Net loss	$	(9.1)	$	(8.9)	$	(0.2)	2	%


	Three Months Ended June 30, 2021
	High Specification Rigs		Completion and Other Services		Processing Solutions		Other		Total
	(in millions)
Net income (loss)	$	0.3	$	(1.9)	$	(0.4)	$	(7.1)	$	(9.1)
Interest expense, net	—		—		—		0.7		0.7
Income Tax expense	—		—		—		(0.1)		(0.1)
Depreciation and amortization	4.7		2.5		0.7		0.3		8.2
Equity based compensation	—		—		—		0.9		0.9
Gain on disposal of property and equipment	—		—		—		0.5		0.5
Severance and reorganization costs	—		—		—		0.3		0.3
Acquisition related costs	—		—		—		0.6		0.6
Adjusted EBITDA	$	5.0	$	0.6	$	0.3	$	(3.9)	$	2.0


	Three Months Ended June 30, 2020
	High Specification Rigs		Completion and Other Services		Processing Solutions		Other		Total
	(in millions)
Net income (loss)	$	(3.9)	$	1.8	$	(0.1)	$	(6.7)	$	(8.9)
Interest expense, net	—		—		—		0.8		0.8
Income Tax expense	—		—		—		—		—
Depreciation and amortization	5.2		2.6		1.3		0.4		9.5
Equity based compensation	—		—		—		0.9		0.9
Gain on disposal of property and equipment	—		—		—		(0.1)		(0.1)
Severance and reorganization costs	0.4		0.2		—		0.4		1.0
Acquisition related costs	—		—		—		—		—
Adjusted EBITDA	$	1.7	$	4.6	$	1.2	$	(4.3)	$	3.2


	Variance ($)
	High Specification Rigs		Completion and Other Services		Processing Solutions		Other		Total
	(in millions)
Net income (loss)	$	4.2	$	(3.7)	$	(0.3)	$	(0.4)	$	(0.2)
Interest expense, net	—		—		—		(0.1)		(0.1)
Income Tax expense	—		—		—		(0.1)		(0.1)
Depreciation and amortization	(0.5)		(0.1)		(0.6)		(0.1)		(1.3)
Equity based compensation	—		—		—		—		—
Gain on disposal of property and equipment	—		—		—		0.6		0.6
Severance and reorganization costs	(0.4)		(0.2)		—		(0.1)		(0.7)
Acquisition related costs	—		—		—		0.6		0.6
Adjusted EBITDA	$	3.3	$	(4.0)	$	(0.9)	$	0.4	$	(1.2)


	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


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	—	—


Ranger Energy Services, Inc.


/s/ J. Brandon Blossman						July 30, 2021
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)


Ranger Energy Services, Inc.



By:
Name:			Brandon Blossman
Title:			Chief Financial Officer


Accepted:

Chief Investments, LLC, as administrative agent


By:
Name:			Charlie Thomas
Title:			Manager


	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)	%


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
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 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 Energy Services, LLC and William M. Austin (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)
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)