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Ranger Energy Services, Inc.: Form 10-Q for the period ended Sep 30, 2025

Filed with the SEC on Nov 10, 2025 and accepted by EDGAR at Nov 10, 2025, 22:06 ET.

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Management's discussion and analysis

As filed, 47,835 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

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

How We Evaluate Our Operations

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

  • High Specification Rigs. Provides high specification well service rigs 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 complementary services often utilized in conjunction with our High Specification Rigs and Wireline Services segments. These services primarily include equipment rentals, coil tubing, plug and abandonment, 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 and other items similar in nature.

For additional financial information about our segments, please see “Item 1. Financial Information — Note 16 — Segment Reporting.”

Business Outlook

Market conditions across the oilfield services sector remained mixed during the third 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. The Energy Information Administration (“EIA”) notes in their Short Term Energy Outlook published in October that crude prices are expected to fall to approximately $62 per barrel in Q4 2025 and further toward $52 per barrel in 2026 as global supply growth outpaces demand and oil inventories build. The EIA also revised its 2025 forecast upward for U.S. crude production to 13.5 million barrels per day, reflecting stronger output in mid-2025. OPEC+ has signaled incremental production increases, including a 137,000 barrels per day raise beginning November 2025, contributing additional downward price pressure. 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.

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.

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+’s acceleration of production increases and the broader rollback of output cuts earlier in 2025. These developments 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 sector, numerous 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.

Financial Metrics

How We Generate Revenue

Rig hours and stage counts, as it relates to our High Specification Rigs and parts of our Wireline Services segments, respectively, are important indicators of our activity levels and profitability. Rig hours represent the aggregate number of hours that our well service rigs actively worked. Stage counts represent the number of completed stages during the periods presented for the completion service line within our Wireline Services segment. Generally, during the period our services are being provided, our customers are billed on an hourly basis for our high specification rig services or, as it relates to our wireline services, customers are billed upon the completion of the well, on a monthly basis, or on a per job basis. The rates for which the customer is billed is generally predetermined based upon a contractual agreement.

Costs of Conducting Our Business

The principal costs associated with conducting our business are personnel, repairs and maintenance, general and administrative, and depreciation expense.

Cost of Services. The primary costs associated with our cost of services are related to personnel expenses and repairs and maintenance of our fixed assets. A significant portion of these expenses are variable, and therefore typically managed based on industry conditions and demand for our services. Further, there is generally a correlation between our revenue generated and personnel and repairs and maintenance costs, which are dependent upon the operational activity.

Personnel costs associated with our operational employees represent the most significant cost of our business. A substantial portion of our labor costs is attributable to our field crews and is partly variable based on the requirements of specific customers.

General & Administrative. General and administrative expenses are corporate in nature and are included within Other. These costs include the majority of centrally-located company management and administrative personnel and are not attributable to any of our lines of businesses nor reporting segments.

Operating Income or Loss

We analyze our operating income or loss by segment, which we have defined as revenue less cost of services and depreciation expense. We believe this is a key financial metric as it provides insight on profitability and operational performance based on the historical cost basis of our assets.

Adjusted EBITDA

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, gain or loss on sale of assets, significant and unusual legal fees and settlements, impairment of assets, employee retention credit, inventory adjustment, 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.

Results of Operations

Three Months Ended September 30, 2025 compared to Three Months Ended September 30, 2024

The following is an analysis of our operating results. See “—How We Evaluate Our Operations” for definitions of rig hours, stage counts and other analogous information, as well as key operating metrics (in millions).

Revenue Three Months Ended September 30, 2025 2024 Variance $%
High specification rigs $80.9 $86.7 $(5.8) (7)%
Wireline services 17.2 30.3 (13.1) (43)%
Processing solutions and ancillary services 30.8 36.0 (5.2) (14)%
Total revenue 128.9 153.0 (24.1) (16)%
Operating expenses
Cost of services (exclusive of depreciation and amortization):
High specification rigs 65.2 67.2 (2.0) (3)%
Wireline services 18.6 27.6 (9.0) (33)%
Processing solutions and ancillary services 25.3 27.2 (1.9) (7)%
Total cost of services 109.1 122.0 (12.9) (11)%
General and administrative 6.6 7.1 (0.5) (7)%
Depreciation and amortization 11.0 11.1 (0.1) (1)%
Gain on sale of assets (0.4) (0.1) (0.3) 300%
Total operating expenses 126.3 140.1 (13.8) (10)%
Operating income 2.6 12.9 (10.3) 80%
Other income and expenses
Interest expense, net 0.4 0.7 (0.3) (43)%
Other income, net (0.3) — (0.3) 100%
Total other expenses (income), net 0.1 0.7 (0.6) (86)%
Income before income tax expense 2.5 12.2 (9.7) 80%
Income tax expense 1.3 3.5 (2.2) (63)%
Net income $1.2 $8.7 $(7.5) (86)%

Revenue. Revenue for the three months ended September 30, 2025 decreased $24.1 million, or 16%, to $128.9 million from $153.0 million for the three months ended September 30, 2024. The change in revenue by segment was as follows:

High Specification Rigs. High Specification Rigs revenue for the three months ended September 30, 2025 decreased $5.8 million, or 7%, to $80.9 million from $86.7 million for the three months ended September 30, 2024. The revenue decrease is attributable to slightly decreased pricing and the average revenue per rig hour decreasing 2% to $727 for the three months ended September 30, 2025 from $741 for the three months ended September 30, 2024, coupled by a corresponding decrease in total rig hours to 111,200 hours for the three months ended September 30, 2025 from 116,900 hours reported for three months ended September 30, 2024.

Wireline Services. Wireline Services revenue for the three months ended September 30, 2025 decreased $13.1 million, or 43%, to $17.2 million from $30.3 million for the three months ended September 30, 2024. The decreased revenue was primarily attributable to a decrease in demand as completion services revenue decreased by $4.0 million, where there was a 28% decrease in completed stage counts to 1,800 for the three months ended September 30, 2025 from 2,500 for the three months ended September 30, 2024. This is coupled by a decrease in production and pump down services revenue by $5.1 million and $4.0 million, respectively.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services revenue for the three months ended September 30, 2025 decreased $5.2 million, or 14%, to $30.8 million from $36.0 million for the three months ended September 30, 2024. The decrease in revenue is primarily attributable to decreases in revenue within coil tubing, snubbing, and logistics services by $2.7 million, $0.7 million, and $0.6 million, respectively. This was coupled by a decrease in plugging and abandonment services by $2.1 million, as operators scaled back non-essential spending in response to lower crude prices and completed in flight programs. Our Torrent gas processing business has continued to grow resulting in revenues of $3.2 million for the three months ended September 30, 2025, compared to $2.5 million in the three months ended September 30, 2024, an increase of $0.7 million.

Cost of services (exclusive of depreciation and amortization). Cost of services for the three months ended September 30, 2025 decreased $12.9 million, or 11%, to $109.1 million from $122.0 million for the three months ended September 30, 2024. As a percentage of revenue, cost of services was 85% and 84% for the three months ended September 30, 2025 and 2024, respectively. The change in cost of services by segment was as follows:

High Specification Rigs. High Specification Rigs cost of services for the three months ended September 30, 2025 decreased $2.0 million, or 3%, to $65.2 million from $67.2 million for the three months ended September 30, 2024. The decrease was primarily attributable to a decrease in variable expenses, notably employee-related labor costs and fuel costs of $1.7 million and $0.5 million, respectively. As a percentage of High Specification Rigs revenue, cost of services was 81% for the three months ended September 30, 2025, an increase from 78% for the three months ended September 30, 2024.

Wireline Services. Wireline Services cost of services for the three months ended September 30, 2025 decreased $9.0 million, or 33%, to $18.6 million from $27.6 million for the three months ended September 30, 2024. The decrease in wireline services cost of sales was primarily attributable to reductions in production, pump down, and completion services costs of $3.9 million, $2.6 million, and $2.5 million respectively. As a percentage of Wireline Services revenue, cost of services increased from 91% for the three months ended September 30, 2024 to 108% for the three months ended September 30, 2025 primarily due to declining operating leverage from lower activity levels. In addition, cost of services for the three months ended September 30, 2025 includes approximately $1.6 million of inventory adjustments identified during a comprehensive physical count and obsolescence review. The impact of these inventory adjustments is non-recurring in nature.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services cost of services for the three months ended September 30, 2025 decreased $1.9 million, or 7%, to $25.3 million from $27.2 million for the three months ended September 30, 2024. The decrease was primarily attributable to decreased fuel costs, employee-related labor costs, and travel costs which accounted for $0.8 million, $0.4 million, and $0.4 million, respectively. As a percentage of Processing Solutions and Ancillary Services revenue, cost of services increased from 76% for the three months ended September 30, 2024 to 82% for the three months ended September 30, 2025.

General & Administrative. General and administrative expenses for the three months ended September 30, 2025 decreased $0.5 million, or 7%, to $6.6 million from $7.1 million for the three months ended September 30, 2024.

Depreciation and Amortization. Depreciation and amortization remained relatively flat; the three months ended September 30, 2025 decreased $0.1 million, or 1%, to $11.0 million from $11.1 million for the three months ended September 30, 2024.

Interest Expense, net. Interest expense, net decreased from $0.7 million for the three months ended September 30, 2024 to $0.4 million for the three months ended September 30, 2025. The changes in interest expense, net was attributable to higher interest income recognized on non-recurring items during 2025.

Income Tax Expense. Income tax expense for the three months ended September 30, 2025 decreased $2.2 million, or 63%, to $1.3 million compared to $3.5 million for three months ended September 30, 2024. The decrease in tax expense resulted from a decrease in profit before tax when compared to the prior period.

Net Income. Net income for the three months ended September 30, 2025 decreased $7.5 million, or 86%, to $1.2 million from $8.7 million for the three months ended September 30, 2024. The decrease in net income was driven by continued reduced operating income from activity declines in the Wireline segment.

Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024

The following is an analysis of our operating results. See “—How We Evaluate Our Operations” for definitions of rig hours, stage counts and other analogous information, as well as key operating metrics (in millions).

Revenue Nine Months Ended September 30, 2025 2024 Variance $%
High specification rigs $254.7 $249.1 $5.6 2%
Wireline services 56.5 87.6 (31.1) (36)%
Processing solutions and ancillary services 93.5 91.3 2.2 2%
Total revenue 404.7 428.0 (23.3) (5)%
Operating expenses
Cost of services (exclusive of depreciation and amortization):
High specification rigs 204.0 198.8 5.2 3%
Wireline services 59.6 84.4 (24.8) (29)%
Processing solutions and ancillary services 75.9 72.8 3.1 4%
Total cost of services 339.5 356.0 (16.5) (5)%
General and administrative 20.7 20.7 — —%
Depreciation and amortization 32.5 33.3 (0.8) (2)%
Impairment of assets 0.4 — 0.4 100%
Gain on sale of assets (0.6) (1.7) 1.1 65%
Total operating expenses 392.5 408.3 (15.8) (4)%
Operating income 12.2 19.7 (7.5) (38)%
Other income and expenses
Interest expense, net 1.0 2.1 (1.1) (52)%
Other income, net (1.9) — (1.9) 100%
Total other expenses (income), net (0.9) 2.1 (3.0) (143)%
Income before income tax expense 13.1 17.6 (4.5) (26)%
Income tax expense 4.0 5.0 (1.0) (20)%
Net income $9.1 $12.6 $(3.5) (28)%

Revenue. Revenue for the nine months ended September 30, 2025 decreased $23.3 million, or 5%, to $404.7 million from $428.0 million for the nine months ended September 30, 2024. The change in revenue by segment was as follows:

High Specification Rigs. High Specification Rig revenue for the nine months ended September 30, 2025 increased $5.6 million, or 2%, to $254.7 million from $249.1 million for the nine months ended September 30, 2024. The increase in revenue included an increase in the average revenue per rig hour by 1% to $741 from $730 for the nine months ended September 30, 2024, coupled with a 1% increase in total rig hours to 343,900 for the nine months ended September 30, 2025 from 341,000 for the nine months ended September 30, 2024.

Wireline Services. Wireline Services revenue for the nine months ended September 30, 2025 decreased $31.1 million, or 36%, to $56.5 million from $87.6 million for the nine months ended September 30, 2024. The decrease in wireline services revenue was attributable to reductions in the completions service line totaling $13.9 million illustrated by a 25% decrease in completed stage counts to 5,700 for the nine months ended September 30, 2025 from 7,600 for the nine months ended September 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 by $9.2 million and $8.1 million, respectively, due to the more extreme weather conditions in 2025 and additional competitive dynamics across basins.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services revenue for the nine months ended September 30, 2025 increased $2.2 million, or 2%, to $93.5 million from $91.3 million for the nine months ended September 30, 2024. The increase in processing solutions and ancillary services revenue is attributable to increasing activity in our rentals and coil tubing service lines of $7.0 million and $1.7 million, respectively. Our Torrent gas processing business has continued to grow resulting in revenues of $11.4 million for the nine months ended September 30, 2025, compared to $5.1 million in the nine months ended September 30, 2024, an increase of $6.3 million. This was offset by a decrease in plugging and abandonment services by $4.3 million, as operators scaled back non-essential spending in response to lower crude prices and completed in flight programs.

Cost of services (exclusive of depreciation and amortization). Cost of services for the nine months ended September 30, 2025 decreased $16.5 million, or 5%, to $339.5 million from $356.0 million for the nine months ended September 30, 2024. As a percentage of revenue, cost of services was 84% and 83% for the nine months ended September 30, 2025 and 2024, respectively. The change in cost of services by segment was as follows:

High Specification Rigs. High Specification Rig cost of services for the nine months ended September 30, 2025 increased $5.2 million, or 3%, to $204.0 million from $198.8 million for the nine months ended September 30, 2024. The increase was primarily attributable to an increase in variable expenses, most significant of which is employee-related labor costs, repair and maintenance, and travel accounting for $2.6 million, $1.7 million and $1.0 million, respectively. As a percentage of High Specification Rigs Services revenue, cost of services remained stable at 80% for both the nine months ended September 30, 2024 and the nine months ended September 30, 2025.

Wireline Services. Wireline Services cost of services for the nine months ended September 30, 2025 decreased $24.8 million, or 29%, to $59.6 million from $84.4 million for the nine months ended September 30, 2024. The decrease is primarily attributable to a decrease in costs from the completion services lines by approximately $13.5 million as the Company reorganized this service line beginning in the second half of the prior year to accommodate lower operation activity and focus on more profitable service lines. As a percentage of Wireline Services revenue, cost of services increased from 96% for the nine months ended September 30, 2024 to 105% for the nine months ended September 30, 2025 primarily due to declining operating leverage due to lower activity levels. In addition, cost of services for the nine months ended September 30, 2025 includes approximately $1.6 million of inventory adjustments identified during a comprehensive physical count and obsolescence review. The impact of these inventory adjustments is non-recurring in nature.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services cost of services for the nine months ended September 30, 2025 increased $3.1 million, or 4%, to $75.9 million from $72.8 million for the nine months ended September 30, 2024. The increase was primarily attributable to increased repair and maintenance and employee labor which amounted to $2.2 million and $1.3 million, respectively. As a percentage of Processing Solutions and Ancillary Services revenue, cost of services remained relatively stable from 80% for the nine months ended September 30, 2024 to 81% for the nine months ended September 30, 2025.

General & Administrative. General and administrative expenses remained flat at $20.7 million for both the nine months ended September 30, 2025 and the nine months ended September 30, 2024

Depreciation and Amortization. Depreciation and amortization for the nine months ended September 30, 2025 decreased $0.8 million, or 2%, to $32.5 million from $33.3 million for the nine months ended September 30, 2024. The decrease was attributable to capital expenditures with longer useful lives added during the latter half of 2024 into 2025.

Interest Expense, net. Interest expense, net for the nine months ended September 30, 2025 decreased $1.1 million, or 52%, to $1.0 million from $2.1 million for the nine months ended September 30, 2024. The changes in interest expense, net was attributable to higher interest income recognized on non-recurring items during 2025.

Income Tax Expense. Income tax expense for the nine months ended September 30, 2025 decreased $1.0 million, or 20%, to $4.0 million from $5.0 million for the nine months ended September 30, 2024. The decrease in tax expense resulted from a decrease in profit before tax when compared to the prior period.

Net Income. Net income for the nine months ended September 30, 2025 decreased $3.5 million, or 28%, to $9.1 million from $12.6 million for the nine months ended September 30, 2024. The decrease in net income was primarily driven by continued reduced operating income from activity declines in the Wireline segment.

Note Regarding Non-GAAP Financial Measure

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

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

Three Months Ended September 30, 2025 compared to Three Months Ended September 30, 2024

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

High Specification Rigs Three Months Ended September 30, 2025 Wireline Services Processing Solutions and Ancillary Services Other Total
Net income (loss) $10.0 $(4.2) $3.4 $(8.0) $1.2
Interest expense, net — — — 0.4 0.4
Income tax expense — — — 1.3 1.3
Depreciation and amortization 5.7 2.8 2.1 0.4 11.0
EBITDA 15.7 (1.4) 5.5 (5.9) 13.9
Equity based compensation — — — 1.6 1.6
Gain on sale of assets — — — (0.4) (0.4)
Severance and reorganization costs — 0.1 — — 0.1
Acquisition related costs — 0.1 — — 0.1
Legal fees and settlements — — — 0.2 0.2
Employee retention credit — — — (0.3) (0.3)
Inventory adjustment — 1.6 — — 1.6
Adjusted EBITDA $15.7 $0.4 $5.5 $(4.8) $16.8
High Specification Rigs Three Months Ended September 30, 2024 Wireline Services Processing Solutions and Ancillary Services Other Total
Net income (loss) $13.8 $— $6.6 $(11.7) $8.7
Interest expense, net — — — 0.7 0.7
Income tax expense — — — 3.5 3.5
Depreciation and amortization 5.7 2.7 2.2 0.5 11.1
EBITDA 19.5 2.7 8.8 (7.0) 24.0
Equity based compensation — — — 1.4 1.4
Gain on sale of assets — — — (0.1) (0.1)
Legal fees and settlements (0.3) — — 0.1 (0.2)
Adjusted EBITDA $19.2 $2.7 $8.8 $(5.6) $25.1

29

High Specification Rigs Variance ($) Wireline Services Processing Solutions and Ancillary Services Other Total
Net income (loss) $(3.8) $(4.2) $(3.2) $3.7 $(7.5)
Interest expense, net — — — (0.3) (0.3)
Income tax expense — — — (2.2) (2.2)
Depreciation and amortization — 0.1 (0.1) (0.1) (0.1)
EBITDA (3.8) (4.1) (3.3) 1.1 (10.1)
Equity based compensation — — — 0.2 0.2
Gain on sale of assets — — — (0.3) (0.3)
Severance and reorganization costs — 0.1 — — 0.1
Acquisition related costs — 0.1 — — 0.1
Legal fees and settlements 0.3 — — 0.1 0.4
Employee retention credit — — — (0.3) (0.3)
Inventory adjustment — 1.6 — — 1.6
Adjusted EBITDA $(3.5) $(2.3) $(3.3) $0.8 $(8.3)

Adjusted EBITDA for the three months ended September 30, 2025 decreased $8.3 million to $16.8 million from $25.1 million for the three months ended September 30, 2024. The change by segment was as follows:

High Specification Rigs. High Specification Rigs Adjusted EBITDA for the three months ended September 30, 2025 decreased $3.5 million to $15.7 million from $19.2 million for the three months ended September 30, 2024, due to a decline in revenue of $5.8 million, partially offset by a corresponding decrease in cost of services of $2.0 million.

Wireline Services. Wireline Services Adjusted EBITDA for the three months ended September 30, 2025 decreased $2.3 million to $0.4 million from $2.7 million for the three months ended September 30, 2024, due to a decline in revenue of $13.1 million, partially offset by a corresponding decrease in cost of services of $9.0 million.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services Adjusted EBITDA for the three months ended September 30, 2025 decreased $3.3 million to $5.5 million from $8.8 million for the three months ended September 30, 2024, due to a decline in revenue of $5.2 million, partially offset by a corresponding decrease in cost of services of $1.9 million.

Other. Other Adjusted EBITDA three months ended September 30, 2025 improved $0.8 million to a loss of $4.8 million from a loss of $5.6 million for the three months ended September 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.

Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024

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

TA High Specification Rigs Nine Months Ended September 30, 2025 Wireline Services Processing Solutions and Ancillary Services Other Total
Net income (loss) $34.0 $(11.2) $11.2 $(24.9) $9.1
Interest expense, net — — — 1.0 1.0
Income tax expense — — — 4.0 4.0
Depreciation and amortization 16.7 8.1 6.4 1.3 32.5
EBITDA 50.7 (3.1) 17.6 (18.6) 46.6
Impairment of assets — — — 0.4 0.4
Equity based compensation — — — 4.8 4.8
Gain on sale of assets — — — (0.6) (0.6)
Severance and reorganization costs — 0.7 — 0.1 0.8
Acquisition related costs — 0.5 0.1 0.1 0.7
Legal fees and settlements — — — 0.5 0.5
Employee retention credit — — — (1.9) (1.9)
Inventory adjustment — 1.6 — — 1.6
Adjusted EBITDA $50.7 $(0.3) $17.7 $(15.2) $52.9
High Specification Rigs Nine Months Ended September 30, 2024 Wireline Services Processing Solutions and Ancillary Services Other Total
Net income (loss) $33.4 $(5.5) $12.3 $(27.6) $12.6
Interest expense, net — — — 2.1 2.1
Income tax expense — — — 5.0 5.0
Depreciation and amortization 16.9 8.7 6.2 1.5 33.3
EBITDA 50.3 3.2 18.5 (19.0) 53.0
Equity based compensation — — — 4.0 4.0
Gain on sale of assets — — — (1.7) (1.7)
Severance and reorganization costs 0.7 0.1 0.1 0.1 1.0
Acquisition related costs 0.3 — — 0.1 0.4
Legal fees and settlements 0.2 — — 0.1 0.3
Adjusted EBITDA $51.5 $3.3 $18.6 $(16.4) $57.0

31

High Specification Rigs Variance ($) Wireline Services Processing Solutions and Ancillary Services Other Total
Net income (loss) $0.6 $(5.7) $(1.1) $2.7 $(3.5)
Interest expense, net — — — (1.1) (1.1)
Income tax expense — — — (1.0) (1.0)
Depreciation and amortization (0.2) (0.6) 0.2 (0.2) (0.8)
EBITDA 0.4 (6.3) (0.9) 0.4 (6.4)
Impairment of assets — — — 0.4 0.4
Equity based compensation — — — 0.8 0.8
Gain on sale of assets — — — 1.1 1.1
Severance and reorganization costs (0.7) 0.6 (0.1) — (0.2)
Acquisition related costs (0.3) 0.5 0.1 — 0.3
Legal fees and settlements (0.2) — — 0.4 0.2
Employee retention credit — — — (1.9) (1.9)
Inventory adjustment — 1.6 — — 1.6
Adjusted EBITDA $(0.8) $(3.6) $(0.9) $1.2 $(4.1)

Adjusted EBITDA for the nine months ended September 30, 2025 decreased $4.1 million to $52.9 million from $57.0 million for the nine months ended September 30, 2024. The change by segment was as follows:

High Specification Rigs. High Specification Rigs Adjusted EBITDA for the nine months ended September 30, 2025 decreased $0.8 million to $50.7 million from $51.5 million for the nine months ended September 30, 2024, due to an increase in cost of services of $5.2 million, partially offset by a corresponding increase in revenue of $5.6 million.

Wireline Services. Wireline Services Adjusted EBITDA for the nine months ended September 30, 2025 decreased $3.6 million to a loss of $0.3 million from $3.3 million for the nine months ended September 30, 2024, primarily due to significant decreases in operating activity within the completions service line year over year.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services Adjusted EBITDA for the nine months ended September 30, 2025 decreased $0.9 million to $17.7 million from $18.6 million for the nine months ended September 30, 2024, primarily due to an increase in cost of services of $3.1 million, partially offset by a corresponding increase in revenue of $2.2 million.

Other. Other Adjusted EBITDA for the nine months ended September 30, 2025 improved $1.2 million to a loss of $15.2 million from a loss of $16.4 million for the nine months ended September 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.

Liquidity and Capital Resources

Overview

We require capital to fund ongoing operations, including maintenance expenditures on our existing fleet and equipment, organic growth initiatives, investments and acquisitions. Our primary sources of liquidity have historically been cash generated from operations and borrowings under our credit facilities. As of September 30, 2025, we had total liquidity of $116.7 million, consisting of $45.2 million of cash on hand and availability under our Wells Fargo Revolving Credit Facility of $71.5 million. Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $75.0 million, net of $3.5 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 $71.3 million as of September 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.”

Cash Flows

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

(in millions)

Nine Months Ended September 30, 2025 2024 Change $%
Net cash provided by operating activities $44.9 $51.8 $(6.9) (13)%
Net cash used in investing activities (17.5) (27.2) 9.7 36%
Net cash used in financing activities (23.1) (25.5) 2.4 9%
Net change in cash $4.3 $(0.9) $5.2 578%

Operating Activities

Net cash from operating activities decreased $6.9 million to $44.9 million for nine months ended September 30, 2025 compared to $51.8 million for the nine months ended September 30, 2024. The change was primarily driven by a $4.4 million decrease in cash generated from working capital, which was a cash outflow of $8.8 million for the nine months ended September 30, 2025, compared to $4.4 million for the nine months ended September 30, 2024, primarily due to lower collections activity in recent quarters.

Investing Activities

Net cash used in investing activities decreased $9.7 million to $17.5 million for nine months ended September 30, 2025 compared to $27.2 million for the nine months ended September 30, 2024. The change in cash flows from investing activities is largely attributable to decreases in fixed asset additions relative to those that occurred during the nine months ended September 30, 2024.

Financing Activities

Net cash used in financing activities decreased $2.4 million to $23.1 million for nine months ended September 30, 2025 compared to $25.5 million for the nine months ended September 30, 2024. In 2024, the Company repurchased $15.5 million of the Company’s Class A Common Stock on the open market, relative to $11.5 million for 2025. (see Item 1. Financial Information— Note 11 — Equity).

Supplemental Disclosures

During the nine months ended September 30, 2025, the Company added fixed assets of $4.1 million and $1.6 million primarily related to finance leased assets and asset trades, respectively, across all operating segments.

Working Capital

Our working capital, which we define as total current assets less total current liabilities, increased to $87.5 million as of September 30, 2025, compared to $78.7 million as of December 31, 2024.

Debt Agreements

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 (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 September 30, 2025, which is applicable only under certain borrowing levels.

The Company has up to $5 million available under the Wells Fargo Revolving Credit Facility for letters of credit, subject to assignment. At loan origination, the Company had a Letter of Credit in the amount of $1.6 million, to be utilized for working capital and general corporate purposes, as needed. On September 2, 2025, the Letter of Credit established at loan origination was amended to increase the amount to $2.8 million. 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 2024 insurance renewal, which was subsequently adjusted in line with annual renewals. On September 19, 2025, the amount of the Letter of Credit was decreased to $0.7 million as part of incremental collateral requirements for the Company’s 2026 insurance renewal, with a new maturity date of September 19, 2026. The interest rate for this Letter of Credit was approximately 1.8% for the month ended September 30, 2025.

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.

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 September 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 September 30, 2025. The Company does have $3.5 million in Letters of Credit open under the facility, leaving a residual $71.5 million available for borrowings as of September 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 nine months ended September 30, 2025.

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. For the three months ended September 30, 2024, the Company paid down the Installment Agreements by $0.1 million. As of the year ended December 31, 2024, the Company had fully paid the Installment Agreements.

Capital Returns Program

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 nine months ended September 30, 2025, the Company repurchased 945,600 shares of the Company’s Class A Common Stock for a total of $11.6 million, net of tax on the open market. As of September 30, 2025, an aggregate of 4,271,400 shares of Class A Common Stock were purchased for a total of $46.4 million, net of tax since the inception of the repurchase plan announced on March 7, 2023 and $38.9 million remained available under the share repurchase program.

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 $4.1 million to shareholders for the nine months ended September 30, 2025.

The amount and timing of all future dividend payments, if any, are subject to the discretion of the Board of Directors and will depend upon business conditions, results of operations, financial condition, terms of our debt agreements and other factors. There can be no assurance that we will pay a dividend in the future.

Critical Accounting Policies and Estimates

Our significant accounting policies are discussed in our Annual Report and have not materially changed since December 31, 2024.

Off-Balance Sheet Arrangements

We currently have no material off-balance sheet arrangements.

Market risk

As filed, 3,907 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Recent Events

In 2025, global macroeconomic and geopolitical developments continue to influence commodity markets and upstream investment behavior. Uncertainty around China’s growth trajectory, evolving U.S. energy and trade policies, and fluctuating production levels from OPEC+ have all contributed to price volatility. In addition, ongoing instability in the Middle East and persistent supply chain disruptions are further impacting global sentiment and investment planning.

Given the continuing conflict globally, there are many unknown factors and events that could materially impact our operations. These events have and continue to impact commodity prices, which could have a material effect on our earnings, cash flows, and financial condition. In the short-term, commodity price fluctuations are highly uncertain. Actual price outcomes will be dependent on the degree to which the existing U.S. administration’s tariff policy impacts broader macroeconomic growth and associated energy demand. We are also monitoring the supply side, particularly in light of OPEC+ recently signaled incremental production increases. 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 oil and gas commodities sector, numerous unknown factors could materially impact our operations. These factors could have a material impact on our operations, earnings, cash flows, and financial condition. We continue to monitor evolving conditions closely and remain focused on operational flexibility and cost discipline to navigate the current environment.

Interest Rate Risk

We are exposed to interest rate risk as a result of borrowings associated with our Wells Fargo Revolving Credit Facility and Financing Agreement to fund operations. As of September 30, 2025, the Company did not have any borrowings under the Wells Fargo Revolving Credit Facility and therefore a hypothetical 1.0% increase or decrease in the weighted average interest rate would increase or decrease interest expense by less than $0.1 million per year. We do not currently hedge out interest rate exposure. We do not engage in derivative transactions for speculative or trading purposes. For a complete discussion of our interest rate risk, see our Annual Report.

Credit Risk

The majority of our trade receivables have payment terms of 30 days or less. As of September 30, 2025, the top three trade receivable balances represented approximately 33%, 20%, and 7%, respectively, of consolidated net accounts receivable. Within our High Specification Rig segment, the top three trade receivable balances represented 44%, 20%, and 9%, respectively, of total High Specification Rig net accounts receivable. Within our Wireline Services segment, the top three trade receivable balances represented 29%, 16%, and 9%, respectively, of total Wireline Services net accounts receivable. Within our Processing Solutions and Ancillary Services segment, the top three trade receivable balances represented 22%, 21%, and 16%, respectively, of total Processing Solutions and Ancillary Services net accounts receivable. We mitigate the associated credit risk by performing credit evaluations and monitoring the payment patterns of our customers.

Commodity Price Risk

The market for our services is indirectly exposed to fluctuations in the prices of oil and natural gas to the extent such fluctuations impact the activity levels of our E&P customers. See “— Recent Events” above for further details. Any prolonged substantial reduction in oil and natural gas prices would likely affect oil and natural gas production levels and therefore affect demand for our services. We do not currently intend to hedge our indirect exposure to commodity price risk.

Controls and procedures

As filed, 1,431 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Disclosure Controls and Procedures

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

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2025.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Risk factors

As filed, 392 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

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

Figures reported in this filing

Standardized line items from the XBRL in this filing, for the period ended 2025-09-30. Comparative periods it repeats are left out.

Figures reported in this filing
Line itemPeriodValueXBRL concept
Revenue3 months2025-07-01 to 2025-09-30$128.9mus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax
Revenue9 months2025-01-01 to 2025-09-30$404.7mus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax
Operating income3 months2025-07-01 to 2025-09-30$2.6mus-gaap:OperatingIncomeLoss
Operating income9 months2025-01-01 to 2025-09-30$12.2mus-gaap:OperatingIncomeLoss
Interest expense3 months2025-07-01 to 2025-09-30$400.0kus-gaap:InterestExpenseNonoperating
Interest expense9 months2025-01-01 to 2025-09-30$1.0mus-gaap:InterestExpenseNonoperating
Income tax3 months2025-07-01 to 2025-09-30$1.3mus-gaap:IncomeTaxExpenseBenefit
Income tax9 months2025-01-01 to 2025-09-30$4.0mus-gaap:IncomeTaxExpenseBenefit
Net income3 months2025-07-01 to 2025-09-30$1.2mus-gaap:NetIncomeLoss
Net income9 months2025-01-01 to 2025-09-30$9.1mus-gaap:NetIncomeLoss
Diluted EPS3 months2025-07-01 to 2025-09-30$0.05us-gaap:EarningsPerShareDiluted
Diluted EPS9 months2025-01-01 to 2025-09-30$0.40us-gaap:EarningsPerShareDiluted
Basic EPS3 months2025-07-01 to 2025-09-30$0.06us-gaap:EarningsPerShareBasic
Basic EPS9 months2025-01-01 to 2025-09-30$0.41us-gaap:EarningsPerShareBasic
Diluted shares (weighted)3 months2025-07-01 to 2025-09-3022,082,764 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Diluted shares (weighted)9 months2025-01-01 to 2025-09-3022,520,080 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Operating cash flow9 months2025-01-01 to 2025-09-30$44.9mus-gaap:NetCashProvidedByUsedInOperatingActivities
Capital expenditure9 months2025-01-01 to 2025-09-30$19.1mus-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Dividends paid9 months2025-01-01 to 2025-09-30$4.1mus-gaap:PaymentsOfDividends
Share repurchases9 months2025-01-01 to 2025-09-30$11.5mus-gaap:PaymentsForRepurchaseOfCommonStock
Cash and equivalentsAt period end2025-09-30$45.2mus-gaap:CashAndCashEquivalentsAtCarryingValue
Current assetsAt period end2025-09-30$147.2mus-gaap:AssetsCurrent
Total assetsAt period end2025-09-30$372.8mus-gaap:Assets
Current liabilitiesAt period end2025-09-30$59.7mus-gaap:LiabilitiesCurrent
Total liabilitiesAt period end2025-09-30$102.8mus-gaap:Liabilities
Shareholders' equityAt period end2025-09-30$270.0mus-gaap:StockholdersEquity

Source: SEC EDGAR, the filing index for accession 0001628280-25-051148. Last ingested by Listed: Oct 24, 2026, 15:15 ET. Listed shows no prices and gives no investment advice.