rngr-20210331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2021

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

Commission file number 001-38183

RANGER ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)


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

10350 Richmond, Suite 550

Houston, Texas 77042

(Address of principal executive offices) (Zip Code)

(713) 935-8900

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.01 par value

RNGR

New York Stock Exchange

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

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

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

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated Filer ☒

Smaller reporting company ☒

Emerging growth company ☒

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

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

As of May 4, 2021, the registrant had 8,849,818 shares of Class A Common Stock and 6,866,154 shares of Class B Common Stock outstanding.

RANGER ENERGY SERVICES, INC.

TABLE OF CONTENTS


						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						17
Item 3. Quantitative and Qualitative Disclosures About Market Risks						28
Item 4. Controls and Procedures						28

PART II – OTHER INFORMATION
Item 1. Legal Proceedings						29
Item 1A. Risk Factors						29
Item 2. Unregistered Sales of Securities and Use of Proceeds						29
Item 6. Exhibits						30

SIGNATURES						31

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

RANGER ENERGY SERVICES, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share amounts)


	March 31, 2021		December 31, 2020
Assets
Cash and cash equivalents	$	1.5	$	2.8
Accounts receivable, net	27.3		25.9
Contract assets	1.7		1.1
Inventory	2.3		2.3
Prepaid expenses	4.6		3.6
Total current assets	37.4		35.7

Property and equipment, net	182.8		189.4
Intangible assets, net	8.3		8.5
Operating leases, right-of-use assets	5.6		5.8
Other assets	1.2		1.2
Total assets	$	235.3	$	240.6

Liabilities and Stockholders' Equity
Accounts payable	$	9.3	$	10.5
Accrued expenses	10.9		9.3
Finance lease obligations, current portion	4.1		2.5
Long-term debt, current portion	10.3		10.0
Other current liabilities	0.7		0.7
Total current liabilities	35.3		33.0

Operating leases, right-of-use obligations	5.0		5.2
Finance lease obligations	2.6		1.3
Long-term debt, net	13.7		14.5
Other long-term liabilities	1.8		1.8
Total liabilities	58.4		55.8

Commitments and contingencies (Note 12)

Stockholders' equity
Preferred stock, $0.01 per share; 50,000,000 shares authorized; no shares issued or outstanding as of March 31, 2021 and December 31, 2020	—		—
Class A Common Stock, $0.01 par value, 100,000,000 shares authorized; 9,329,306 shares issued and 8,777,478 shares outstanding as of March 31, 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 March 31, 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 March 31, 2021 and December 31, 2020	(3.8)		(3.8)
Accumulated deficit	(23.0)		(18.4)
Additional paid-in capital	125.0		123.9
Total controlling stockholders' equity	98.4		101.9
Noncontrolling interest	78.5		82.9
Total stockholders' equity	176.9		184.8
Total liabilities and stockholders' equity	$	235.3	$	240.6

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

RANGER ENERGY SERVICES, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except share and per share amounts)


	Three Months Ended
	March 31,
	2021		2020
Revenues
High specification rigs	$	21.7	$	34.9
Completion and other services	15.5		43.3
Processing solutions	1.1		2.8
Total revenues	38.3		81.0

Operating expenses
Cost of services (exclusive of depreciation and amortization):
High specification rigs	19.0		29.9
Completion and other services	14.6		31.7
Processing solutions	0.5		1.5
Total cost of services	34.1		63.1
General and administrative	3.5		5.0
Depreciation and amortization	8.0		8.9
Total operating expenses	45.6		77.0

Operating income (loss)	(7.3)		4.0

Other expenses
Interest expense, net	0.6		1.1
Total other expenses	0.6		1.1

Income (loss) before income tax expense	(7.9)		2.9
Tax expense	0.4		0.1
Net income (loss)	(8.3)		2.8
Less: Net income (loss) attributable to noncontrolling interests	(3.7)		1.3
Net income (loss) attributable to Ranger Energy Services, Inc.	$	(4.6)	$	1.5

Earnings (loss) per common share
Basic	$	(0.54)	$	0.17
Diluted	$	(0.54)	$	0.15
Weighted average common shares outstanding
Basic	8,581,642		8,617,781
Diluted	8,581,642		15,549,684

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

RANGER ENERGY SERVICES, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in millions, except share amounts)


	Three Months Ended March 31,
	2021	2020	2021		2020
	Quantity		Amount
Shares, Class A Common Stock
Balance, beginning of period	9,093,743	8,839,788	$	0.1	$	0.1
Issuance of shares under share-based compensation plans	333,076	152,633	—		—
Shares withheld for taxes on equity transactions	(97,513)	(44,591)	—		—

Balance, end of period	9,329,306	8,947,830	$	0.1	$	0.1

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

Treasury Stock
Balance, beginning of period	(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)

Accumulated deficit
Balance, beginning of period			$	(18.4)	$	(8.1)
Net income (loss) attributable to controlling interest			(4.6)		1.5
Balance, end of period			$	(23.0)	$	(6.6)

Additional paid-in capital
Balance, beginning of period			$	123.9	$	121.8
Equity based compensation amortization			0.9		0.7
Shares withheld for taxes on equity transactions			(0.5)		(0.1)


Impact of transactions affecting noncontrolling interest			0.7		(2.2)
Balance, end of period			$	125.0	$	120.2

Total controlling interest shareholders’ equity
Balance, beginning of period			$	101.9	$	113.2
Net income (loss) attributable to controlling interest			(4.6)		1.5
Equity based compensation amortization			0.9		0.7
Shares withheld for taxes on equity transactions			(0.5)		(0.1)
Impact of transactions affecting noncontrolling interest			0.7		(2.2)


Repurchase of Class A Common Stock			—		(3.1)
Balance, end of period			$	98.4	$	110.0

Noncontrolling interest
Balance, beginning of period			$	82.9	$	89.8
Net income (loss) attributable to noncontrolling interest			(3.7)		1.3
Impact of transactions affecting noncontrolling interest			(0.7)		2.2
Equity based compensation amortization			—		0.1
Balance, end of period			$	78.5	$	93.4

Total Stockholders' Equity
Balance, beginning of period			$	184.8	$	203.0
Net income (loss)			(8.3)		2.8
Equity based compensation amortization			0.9		0.8
Shares withheld for taxes on equity transactions			(0.5)		(0.1)


Repurchase of Class A Common Stock			—		(3.1)
Balance, end of period			$	176.9	$	203.4

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

RANGER ENERGY SERVICES, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


	Three Months Ended March 31,
	2021		2020
Cash Flows from Operating Activities
Net income (loss)	$	(8.3)

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