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Ranger Energy Services, Inc.: Form 10-Q for the period ended Jun 30, 2026

Filed with the SEC on Jul 28, 2026 and accepted by EDGAR at Jul 28, 2026, 20:10 ET.

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Management's discussion and analysis

As filed, 48,607 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 (Unaudited) 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

We provide services within the U.S. that are organized into three reporting segments: High Specification Rigs, Wireline Services, and Processing Solutions and Ancillary Services, which are described below. The reportable segments have been categorized based on the nature of services provided within each line of business.

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

  • High Specification Rigs. Provides high specification well service rigs and complementary equipment and services to facilitate operations throughout the lifecycle of a well.
  • Wireline Services. Provides services necessary to bring and maintain a well on production and consists of our completion, production and pump down service lines.
  • Processing Solutions and Ancillary Services. Provides other services often utilized in conjunction with our High Specification Rigs and Wireline Services segments. These services include equipment rentals, plug and abandonment, logistics, coil tubing, mixing plants and chemicals, tubing and inspection, transportation, 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 Statements (Unaudited)—Note 17 — Segment Reporting.”

Business Outlook

Market conditions across the oilfield services sector were mixed during the second quarter of 2026. Geopolitical developments and disruptions to global oil supply contributed to elevated commodity prices and continued market volatility. The Company expects customer activity to continue to be shaped primarily by operators’ longer-term capital discipline, basin-level economics and production priorities rather than short-term commodity price movements alone. Our production-oriented service lines continue to support relative resilience in our core business. Although elevated commodity prices and potential supply constraints may support customer activity in the near term, the timing and extent of any corresponding changes in customer spending in the mid to longer term is unclear. The longer global oil and gas supply chain disruptions persist, there is an increased likelihood of supply shortages which could drive up commodity prices further. Elevated prices may cause ultimate demand weakening which would have the potential to affect North American oil and gas activity.

The Company continues to monitor macroeconomic and industry developments that may affect demand for its services. During the second quarter of 2026, the West Texas Intermediate (“WTI”) crude oil spot price averaged approximately $96 per barrel, compared to approximately $72 per barrel during the first quarter of 2026 and approximately $65 per barrel during the second quarter of 2025. For the six months ended June 30, 2026, the WTI crude oil spot price averaged approximately $84 per barrel, compared to approximately $68 per barrel during the same period in 2025. The U.S. Energy Information Administration (“EIA”) noted in its July 2026 Short-Term Energy Outlook that WTI crude oil prices are expected to average approximately

$70 per barrel during the third quarter of 2026 before declining to approximately $66 per barrel during the fourth quarter of 2026. The EIA also forecast U.S. crude oil production to average approximately 13.7 million barrels per day in 2026.

Although commodity prices have been impacted by recent disruptions in the Middle East, the Company believes customers will continue to prioritize efficient production from existing wells and disciplined development activity. As a provider of production- and completion-oriented well services with solely domestic operations, we believe our service offering is positioned to benefit from customer demand tied to maintaining and enhancing production. However, reductions in customer capital spending, weakening oil demand, sustained cost inflation or increased competitive pricing pressures could adversely affect utilization, pricing and financial results, particularly in service lines more directly exposed to discretionary completions activity.

Following the acquisition of AWS in November 2025, the Company has a larger presence in the Permian Basin and an operating footprint more heavily concentrated in this basin than in prior operating periods. AWS complements the Company’s existing service offerings and contributed to the Company’s financial results during the first half of 2026. During the remainder of the year, the Company remains focused on continuing to realize the expected benefits of the acquisition, maintaining service quality for customers and preserving liquidity and balance sheet flexibility.

The Company also continues to monitor longer-term trends that may influence demand for its services, including ongoing regulatory focus on emissions and flaring, the pace of natural gas infrastructure development and data center power demands and also changing customer demand for field-level gas processing solutions. While the Company’s direct exposure to natural gas markets is more limited than its exposure to crude oil markets, these factors could provide incremental support for certain of the Company’s service offerings.

Financial Metrics

How We Generate Revenue

Rig hours and stage counts, as they relate 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 in which our services are provided, our customers are billed on an hourly basis for our high specification rigs 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 at which the customers are billed are 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 business or 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 into 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 on sale of assets, significant and unusual legal fees and settlements, impairment of assets, employee retention credit, adjustment to contingent consideration, 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 June 30, 2026 compared to Three Months Ended June 30, 2025

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 June 30, 2026 2025 Variance $%
High Specification Rigs $113.4 $86.3 $27.1 31%
Wireline Services 18.6 22.1 (3.5) (16)%
Processing Solutions and Ancillary Services 44.5 32.2 12.3 38%
Total revenue 176.5 140.6 35.9 26%
Operating expenses
Cost of services (exclusive of depreciation and amortization):
High Specification Rigs 93.0 68.7 24.3 35%
Wireline Services 15.2 20.7 (5.5) (27)%
Processing Solutions and Ancillary Services 34.5 25.6 8.9 35%
Total cost of services (exclusive of depreciation and amortization) 142.7 115.0 27.7 24%
General and administrative 7.6 7.0 0.6 9%
Depreciation and amortization 15.6 10.9 4.7 43%
Gain on sale of assets (1.2) (0.9) (0.3) 33%
Total operating expenses 164.7 132.0 32.7 25%
Operating income 11.8 8.6 3.2 37%
Other income and expenses
Interest expense, net 1.1 0.1 1.0 1000%
Other expense (income), net 0.4 (1.6) 2.0 (125)%
Total other expenses (income), net 1.5 (1.5) 3.0 (200)%
Income before income tax expense 10.3 10.1 0.2 2%
Income tax expense 3.4 2.8 0.6 21%
Net income $6.9 $7.3 $(0.4) (5)%

Revenue. Revenue for the three months ended June 30, 2026 increased $35.9 million, or 26%, to $176.5 million from $140.6 million for the three months ended June 30, 2025. The change in revenue by segment was as follows:

High Specification Rigs. High Specification Rigs revenue for the three months ended June 30, 2026 increased $27.1 million, or 31%, to $113.4 million from $86.3 million for the three months ended June 30, 2025. The increase in revenue reflects revenue growth of $30.3 million related to the AWS Acquisition and included a corresponding increase in total rig hours to 146,800 hours for the three months ended June 30, 2026 from 117,000 hours reported for the three months ended June 30, 2025. Hourly rig rates increased to $772 per hour for the three months ended June 30, 2026 from $738 per hour for the three months ended June 30, 2025, largely reflecting the pass through of fuel surcharges as well as certain changes in asset and regional revenue mix.

Wireline Services. Wireline Services revenue for the three months ended June 30, 2026 decreased $3.5 million, or 16%, to $18.6 million from $22.1 million for the three months ended June 30, 2025. The decreased revenue was primarily attributable to a $2.4 million decrease in production services revenue and a $1.5 million decrease in completion services revenue, partially offset by a $0.4 million increase in pump down services revenue. Completion services revenue decreased despite a 2% increase in completed stage counts to 2,560 for the three months ended June 30, 2026 from 2,500 for the three months ended June 30, 2025, primarily reflecting a change in customer and job mix.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services revenue for the three months ended June 30, 2026 increased $12.3 million, or 38%, to $44.5 million from $32.2 million for the three months ended June 30, 2025. The increase reflects higher activity in other Ancillary Services lines with revenue growth of $9.5 million related to the AWS Acquisition and increases also within primarily the plugging and abandonment and Torrent legacy service lines.

Cost of services (exclusive of depreciation and amortization). Cost of services for the three months ended June 30, 2026 increased $27.7 million, or 24%, to $142.7 million from $115.0 million for the three months ended June 30, 2025. As a percentage of revenue, cost of services was 81% and 82% for the three months ended June 30, 2026 and 2025, 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 June 30, 2026 increased $24.3 million, or 35%, to $93.0 million from $68.7 million for the three months ended June 30, 2025. The increase is primarily attributable to increased employee labor, repair and maintenance, and fuel costs which amounted to $11.7 million, $2.9 million and $2.6 million, respectively. These increases were driven by higher activity levels and the inclusion of $22.8 million of costs related to the AWS Acquisition. As a percentage of High Specification Rigs revenue, cost of services remained stable from 80% for the three months ended June 30, 2025 to 82% for the three months ended June 30, 2026. The three months ended June 30, 2026 period also included an unusual state tax audit levy for $750,000 that is undergoing challenge presently.

Wireline Services. Wireline Services cost of services for the three months ended June 30, 2026 decreased $5.5 million, or 27%, to $15.2 million from $20.7 million for the three months ended June 30, 2025. The decrease is primarily attributable to a decrease in costs from the completion services line by approximately $2.4 million as the Company reorganized this service line in response to lower operating activity. Additionally, costs decreased within production and pump down services by $2.2 million and $0.9 million, respectively. As a percentage of Wireline Services revenue, cost of services decreased from 94% for the three months ended June 30, 2025 to 82% for the three months ended June 30, 2026. These cost reductions reflect the Company’s efforts to align the Wireline Services cost structure with current activity levels, which contributed to improved profitability despite continued pressure on revenue.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services cost of services for the three months ended June 30, 2026 increased $8.9 million, or 35%, to $34.5 million from $25.6 million for the three months ended June 30, 2025. The increase is primarily attributable to increased employee labor and repair and maintenance costs which amounted to $3.1 million and $1.4 million, respectively. These increases were driven by higher activity levels and the inclusion of $6.8 million of costs related to operations acquired in the AWS Acquisition. As a percentage of Processing Solutions and Ancillary Services revenue, cost of services improved from 80% for the three months ended June 30, 2025 to 78% for the three months ended June 30, 2026.

General & Administrative. General and administrative expenses for the three months ended June 30, 2026 increased $0.6 million, or 9%, to $7.6 million from $7.0 million for the three months ended June 30, 2025. This increase was due to increased employee labor and other costs related to the AWS Acquisition.

Depreciation and Amortization. Depreciation and amortization for the three months ended June 30, 2026 increased $4.7 million, or 43%, to $15.6 million from $10.9 million for the three months ended June 30, 2025. The increase is primarily due to the inclusion of depreciation associated with assets acquired in the AWS Acquisition.

Interest Expense, net. Interest expense, net for the three months ended June 30, 2026 increased $1.0 million, or 1000%, to $1.1 million from $0.1 million for the three months ended June 30, 2025. The increase to net interest expense was attributable to the increased principal balance on our Wells Fargo Revolving Credit Facility.

Income Tax Expense. Income tax expense for the three months ended June 30, 2026 increased $0.6 million, or 21%, to $3.4 million compared to $2.8 million for the three months ended June 30, 2025. The increase in tax expense resulted from higher taxable income and an increase in non-deductible expenses.

Net Income. Net income for the three months ended June 30, 2026 decreased $0.4 million, or 5%, to $6.9 million from $7.3 million for the three months ended June 30, 2025. Lower operating income from activity declines in the Wireline Services segment was largely offset by incremental operating income from the AWS Acquisition within the High Specification Rigs and Processing Solutions and Ancillary Services segments. These factors were accompanied by higher interest expense, higher other expense (income), net and a higher income tax provision compared with the prior year period.

Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025

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 Six Months Ended June 30, 2026 2025 Variance $%
High specification rigs $222.5 $173.8 $48.7 28%
Wireline services 29.2 39.3 (10.1) (26)%
Processing solutions and ancillary services 83.9 62.7 21.2 34%
Total revenue 335.6 275.8 59.8 22%
Operating expenses
Cost of services (exclusive of depreciation and amortization):
High specification rigs 181.2 138.8 42.4 31%
Wireline services 25.9 41.0 (15.1) (37)%
Processing solutions and ancillary services 66.2 50.6 15.6 31%
Total cost of services 273.3 230.4 42.9 19%
General and administrative 15.4 14.1 1.3 9%
Depreciation and amortization 31.8 21.5 10.3 48%
Impairment of assets — 0.4 (0.4) (100)%
Gain on sale of assets (1.8) (0.2) (1.6) (800)%
Total operating expenses 318.7 266.2 52.5 20%
Operating income 16.9 9.6 7.3 76%
Other income and expenses
Interest expense, net 1.9 0.6 1.3 217%
Other expense (income), net 0.7 (1.6) 2.3 (144)%
Total other expenses (income), net 2.6 (1.0) 3.6 (360)%
Income before income tax expense 14.3 10.6 3.7 35%
Income tax expense 4.4 2.7 1.7 63%
Net income $9.9 $7.9 $2.0 25%

Revenue. Revenue for the six months ended June 30, 2026 increased $59.8 million, or 22%, to $335.6 million from $275.8 million for the six months ended June 30, 2025. The change in revenue by segment was as follows:

High Specification Rigs. High Specification Rigs revenue for the six months ended June 30, 2026 increased $48.7 million, or 28%, to $222.5 million from $173.8 million for the six months ended June 30, 2025. The increase in revenue reflects revenue growth of $59.5 million related to the AWS Acquisition and included a corresponding increase in the average revenue per rig hour by 2% to $762 from $747 for the six months ended June 30, 2025, coupled with a 26% increase in total rig hours to 292,200 for the six months ended June 30, 2026 from 232,700 for the six months ended June 30, 2025.

Wireline Services. Wireline Services revenue for the six months ended June 30, 2026 decreased $10.1 million, or 26%, to $29.2 million from $39.3 million for the six months ended June 30, 2025. The decrease in wireline services revenue was attributable to reductions in the completions service line totaling $4.6 million illustrated by a 15% decrease in completed stage counts to 3,300 for the six months ended June 30, 2026 from 3,900 for the six months ended June 30, 2025. This decrease in completion services revenue and stage count is indicative of lower operating 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 $4.7 million and $0.8 million, respectively.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services revenue for the six months ended June 30, 2026 increased $21.2 million, or 34%, to $83.9 million from $62.7 million for the six months ended June 30, 2025. The increase reflects higher activity in other Ancillary Services lines with revenue growth of $19.9 million related to the AWS Acquisition.

Cost of services (exclusive of depreciation and amortization). Cost of services for the six months ended June 30, 2026 increased $42.9 million, or 19%, to $273.3 million from $230.4 million for the six months ended June 30, 2025. As a percentage of revenue, cost of services was 81% and 84% for the six months ended June 30, 2026 and 2025, respectively. The change in cost of services by segment was as follows:

High Specification Rigs. High Specification Rigs cost of services for the six months ended June 30, 2026 increased $42.4 million, or 31%, to $181.2 million from $138.8 million for the six months ended June 30, 2025. The increase was primarily attributable to an increase in variable expenses, most significant of which are employee-related labor costs, repair and maintenance, travel, and fuel costs, which amounted to $19.0 million, $5.5 million, $3.3 million and $3.3 million, respectively. These increases were driven by higher activity levels and the inclusion of $47.1 million of costs related to the AWS Acquisition. As a percentage of High Specification Rigs revenue, cost of services were stable reporting 80% for the six months ended June 30, 2025 compared to 81% for the six months ended June 30, 2026.

Wireline Services. Wireline Services cost of services for the six months ended June 30, 2026 decreased $15.1 million, or 37%, to $25.9 million from $41.0 million for the six months ended June 30, 2025. The decrease is primarily attributable to a decrease in costs from the completion services line by approximately $6.6 million as the Company reorganized this service line beginning in the second half of the prior year to accommodate lower operating activity and focus on more profitable service lines. As a percentage of Wireline Services revenue, cost of services decreased from 104% for the six months ended June 30, 2025 to 89% for the six months ended June 30, 2026 primarily due to cost reductions and lower activity levels.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services cost of services for the six months ended June 30, 2026 increased $15.6 million, or 31%, to $66.2 million from $50.6 million for the six months ended June 30, 2025. The increase was primarily attributable to increased employee labor and repair and maintenance costs which amounted to $5.5 million and $2.7 million, respectively. These increases were driven by higher activity levels and the inclusion of $15.0 million of costs related to operations acquired in the AWS Acquisition. As a percentage of Processing Solutions and Ancillary Services revenue, cost of services remained improved from 81% for the six months ended June 30, 2025 to 79% for the six months ended June 30, 2026.

General & Administrative. General and administrative expenses for the six months ended June 30, 2026 increased $1.3 million, or 9%, to $15.4 million from $14.1 million for the six months ended June 30, 2025. This increase was due to increased employee labor and integration costs largely associated with the AWS Acquisition.

Depreciation and Amortization. Depreciation and amortization for the six months ended June 30, 2026 increased $10.3 million, or 48%, to $31.8 million from $21.5 million for the six months ended June 30, 2025. The increase is primarily due to the inclusion of depreciation associated with assets acquired in the AWS Acquisition.

Interest Expense, net. Interest expense, net for the six months ended June 30, 2026 increased $1.3 million, or 217%, to $1.9 million from $0.6 million for the six months ended June 30, 2025. The increase to net interest expense was attributable to the increased principal balance on our Wells Fargo Revolving Credit Facility.

Income Tax Expense. Income tax expense for the six months ended June 30, 2026 increased $1.7 million, or 63%, to $4.4 million from $2.7 million for the six months ended June 30, 2025. The increase in tax expense resulted from higher taxable income and an increase in non-deductible expenses.

Net Income. Net income for the six months ended June 30, 2026 increased $2.0 million, or 25%, to $9.9 million from $7.9 million for the six months ended June 30, 2025. The increase in net income was primarily driven by incremental operating income from the AWS Acquisition, partially offset by lower income resulting from activity declines in the Wireline Services 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 on sale of assets, significant and unusual legal fees and settlements, impairment of assets, employee retention credit, adjustment to contingent consideration, 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, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Three Months Ended June 30, 2026 compared to Three Months Ended June 30, 2025

The following is an analysis of our Adjusted EBITDA. See “Item 1. Financial Statements (Unaudited)—Note 17 — Segment Reporting” and “—Results of Operations” for further details (in millions).

High Specification Rigs Three Months Ended June 30, 2026 Wireline Services Processing Solutions and Ancillary Services Other Total
Net income (loss) $11.2 $1.0 $6.3 $(11.6) $6.9
Interest expense, net — — — 1.1 1.1
Income tax expense — — — 3.4 3.4
Depreciation and amortization 9.2 2.4 3.7 0.3 15.6
EBITDA 20.4 3.4 10.0 (6.8) 27.0
Equity based compensation — — — 1.6 1.6
Gain on sale of assets — — — (1.2) (1.2)
Severance and reorganization costs 0.2 0.2 — — 0.4
Acquisition related costs — — — 0.4 0.4
Adjustment to contingent consideration — — — 0.4 0.4
Adjusted EBITDA $20.6 $3.6 $10.0 $(5.6) $28.6
High Specification Rigs Three Months Ended June 30, 2025 Wireline Services Processing Solutions and Ancillary Services Other Total
Net income (loss) $12.0 $(1.2) $4.5 $(8.0) $7.3
Interest expense, net — — — 0.1 0.1
Income tax expense — — — 2.8 2.8
Depreciation and amortization 5.6 2.6 2.1 0.6 10.9
EBITDA 17.6 1.4 6.6 (4.5) 21.1
Equity based compensation — — — 1.7 1.7
Gain on sale of assets — — — (0.9) (0.9)
Severance and reorganization costs — — — 0.1 0.1
Acquisition related costs — 0.2 — — 0.2
Employee retention credit — — — (1.6) (1.6)
Adjusted EBITDA $17.6 $1.6 $6.6 $(5.2) $20.6

31

High Specification Rigs Variance ($) Wireline Services Processing Solutions and Ancillary Services Other Total
Net income (loss) $(0.8) $2.2 $1.8 $(3.6) $(0.4)
Interest expense, net — — — 1.0 1.0
Income tax expense — — — 0.6 0.6
Depreciation and amortization 3.6 (0.2) 1.6 (0.3) 4.7
EBITDA 2.8 2.0 3.4 (2.3) 5.9
Equity based compensation — — — (0.1) (0.1)
Gain on sale of assets — — — (0.3) (0.3)
Severance and reorganization costs 0.2 0.2 — (0.1) 0.3
Acquisition related costs — (0.2) — 0.4 0.2
Employee retention credit — — — 1.6 1.6
Adjustment to contingent consideration — — — 0.4 0.4
Adjusted EBITDA $3.0 $2.0 $3.4 $(0.4) $8.0

Adjusted EBITDA for the three months ended June 30, 2026 increased $8.0 million to $28.6 million from $20.6 million for the three months ended June 30, 2025. The change by segment was as follows:

High Specification Rigs. High Specification Rigs Adjusted EBITDA for the three months ended June 30, 2026 increased $3.0 million to $20.6 million from $17.6 million for the three months ended June 30, 2025, due to an increase in revenue of $27.1 million, partially offset by a corresponding increase in cost of services of $24.3 million.

Wireline Services. Wireline Services Adjusted EBITDA for the three months ended June 30, 2026 increased $2.0 million to $3.6 million from $1.6 million for the three months ended June 30, 2025, due to a decrease in cost of services of $5.5 million, partially offset by a corresponding decline in revenue of $3.5 million.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services Adjusted EBITDA for the three months ended June 30, 2026 increased $3.4 million to $10.0 million from $6.6 million for the three months ended June 30, 2025, due to an increase in revenue of $12.3 million, partially offset by a corresponding increase in cost of services of $8.9 million.

Other. Other Adjusted EBITDA for the three months ended June 30, 2026 increased $0.4 million to a loss of $5.6 million from a loss of $5.2 million for the three months ended June 30, 2025. 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.

Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025

The following is an analysis of our Adjusted EBITDA. See “Item 1. Financial Statements (Unaudited)—Note 17 — Segment Reporting” and “—Results of Operations” for further details (in millions).

High Specification Rigs Six Months Ended June 30, 2026 Wireline Services Processing Solutions and Ancillary Services Other Total
Net income (loss) $21.6 $(1.4) $10.5 $(20.8) $9.9
Interest expense, net — — — 1.9 1.9
Income tax expense — — — 4.4 4.4
Depreciation and amortization 19.7 4.7 7.2 0.2 31.8
EBITDA 41.3 3.3 17.7 (14.3) 48.0
Equity based compensation — — — 3.2 3.2
Gain on sale of assets — — — (1.8) (1.8)
Severance and reorganization costs 0.2 0.2 — — 0.4
Acquisition related costs 0.5 0.3 — 0.6 1.4
Adjustment to contingent consideration — — — 0.7 0.7
Adjusted EBITDA $42.0 $3.8 $17.7 $(11.6) $51.9
High Specification Rigs Six Months Ended June 30, 2025 Wireline Services Processing Solutions and Ancillary Services Other Total
Net income (loss) $24.0 $(7.0) $7.8 $(16.9) $7.9
Interest expense, net — — — 0.6 0.6
Income tax expense — — — 2.7 2.7
Depreciation and amortization 11.0 5.3 4.3 0.9 21.5
EBITDA 35.0 (1.7) 12.1 (12.7) 32.7
Impairment of assets — — — 0.4 0.4
Equity based compensation — — — 3.2 3.2
Gain on sale of assets — — — (0.2) (0.2)
Severance and reorganization costs — 0.6 — 0.1 0.7
Acquisition related costs — 0.4 0.1 0.1 0.6
Legal fees and settlements — — — 0.3 0.3
Employee retention credit — — — (1.6) (1.6)
Adjusted EBITDA $35.0 $(0.7) $12.2 $(10.4) $36.1

33

High Specification Rigs Variance ($) Wireline Services Processing Solutions and Ancillary Services Other Total
Net income (loss) $(2.4) $5.6 $2.7 $(3.9) $2.0
Interest expense, net — — — 1.3 1.3
Income tax expense — — — 1.7 1.7
Depreciation and amortization 8.7 (0.6) 2.9 (0.7) 10.3
EBITDA 6.3 5.0 5.6 (1.6) 15.3
Impairment of assets — — — (0.4) (0.4)
Gain on sale of assets — — — (1.6) (1.6)
Severance and reorganization costs 0.2 (0.4) — (0.1) (0.3)
Acquisition related costs 0.5 (0.1) (0.1) 0.5 0.8
Legal fees and settlements — — — (0.3) (0.3)
Employee retention credit — — — 1.6 1.6
Adjustment to contingent consideration — — — 0.7 0.7
Adjusted EBITDA $7.0 $4.5 $5.5 $(1.2) $15.8

Adjusted EBITDA for the six months ended June 30, 2026 increased $15.8 million to $51.9 million from $36.1 million for the six months ended June 30, 2025. The change by segment was as follows:

High Specification Rigs. High Specification Rigs Adjusted EBITDA for the six months ended June 30, 2026 increased $7.0 million to $42.0 million from $35.0 million for the six months ended June 30, 2025, due to an increase in revenue of $48.7 million, partially offset by a corresponding increase in cost of services of $42.4 million.

Wireline Services. Wireline Services Adjusted EBITDA for the six months ended June 30, 2026 increased $4.5 million to $3.8 million from a loss of $0.7 million for the six months ended June 30, 2025, primarily due to a decrease in cost of services of $15.1 million, partially offset by a corresponding decline in revenue of $10.1 million.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services Adjusted EBITDA for the six months ended June 30, 2026 increased $5.5 million to $17.7 million from $12.2 million for the six months ended June 30, 2025, primarily due to an increase in revenue of $21.2 million, partially offset by a corresponding increase in cost of services of $15.6 million.

Other. Other Adjusted EBITDA for the six months ended June 30, 2026 increased $1.2 million to a loss of $11.6 million from a loss of $10.4 million for the six months ended June 30, 2025. 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 June 30, 2026, we had total liquidity of $61.3 million, consisting of $4.2 million of cash on hand and availability under our Wells Fargo Revolving Credit Facility of $57.1 million. Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $75.0 million, net of $4.2 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 $71.2 million as of June 30, 2025 and $57.4 million as of December 31, 2025. 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):

(in millions)

Six Months Ended June 30, 2026 2025 Change $%
Net cash provided by operating activities $23.0 $31.3 $(8.3) (27)%
Net cash used in investing activities (23.4) (11.6) (11.8) (102)%
Net cash used in financing activities (5.7) (11.7) 6.0 51%
Net change in cash $(6.1) $8.0 $(14.1) (176)%

Operating Activities

Net cash from operating activities decreased $8.3 million to $23.0 million for the six months ended June 30, 2026 compared to $31.3 million for the six months ended June 30, 2025. The change was primarily driven by a $34.0 million decrease in cash generated from working capital, which was a cash outflow of $40.1 million for the six months ended June 30, 2026, compared to $6.1 million for the six months ended June 30, 2025, primarily due to growth in accounts receivable, resulting from continued customer payment delays.

Investing Activities

Net cash used in investing activities increased $11.8 million to $23.4 million for the six months ended June 30, 2026 compared to $11.6 million for the six months ended June 30, 2025. The change in cash flows used in investing activities is largely attributable to increases in construction in progress for the build out of ECHO hybrid rigs relative to those that occurred during the six months ended June 30, 2025.

Financing Activities

Net cash used in financing activities decreased $6.0 million to $5.7 million for the six months ended June 30, 2026 compared to $11.7 million for the six months ended June 30, 2025. The change was primarily driven by borrowings on the Wells Fargo Revolving Credit Facility to cover working capital, partially offset by cash used for share repurchases and payments on finance lease obligations.

Supplemental Disclosures

During the six months ended June 30, 2026, the Company added fixed assets of $3.8 million and $1.4 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 $73.3 million as of June 30, 2026, compared to $52.0 million as of December 31, 2025. The increase was primarily driven by a higher balances in accounts receivable and contract assets resulting from the timing of customer collections, customer billing blackout periods at year end and system transitions related to AWS integration activities, partially offset by borrowings on our Wells Fargo Revolving Credit Facility.

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 (“Wells Fargo Revolving Credit Facility”) in an aggregate principal amount of $75.0 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, 2026, which is applicable only under certain borrowing levels.

The Company has up to $5.0 million available under the Wells Fargo Revolving Credit Facility for letters of credit, subject to assignment. As of June 30, 2026, Letters of Credit outstanding totaled $4.2 million. These Letters of Credit are primarily to be utilized for working capital, general corporate purposes, and to support the Company’s insurance programs, and have been amended periodically in connection with the annual insurance renewals. The interest rate applicable to the Letters of Credit was approximately 1.8% for the month ended June 30, 2026.

The Wells Fargo Revolving Credit Facility is available to fund working capital and other general corporate expenses and for other permitted uses, including the financing of permitted investments and restricted payments, such as dividends and share repurchases. The Wells Fargo Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable and eligible unbilled revenue, less certain reserves. The Company’s eligible accounts receivable serve as collateral for the borrowings under the Wells Fargo Revolving Credit Facility, which is scheduled to mature on May 31, 2028. The Wells Fargo Revolving Credit Facility includes an acceleration clause and cash dominion provisions under certain circumstances that permit 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 Wells Fargo Revolving Credit Facility. The borrowings of the Wells Fargo Revolving Credit Facility, therefore, are classified as a current liability on the Condensed Consolidated Balance Sheets.

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, 2026. 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 had outstanding borrowings of $13.7 million under the Wells Fargo Revolving Credit Facility as of June 30, 2026 and had $4.2 million in Letters of Credit open under the facility, leaving a residual $57.1 million available for borrowings as of June 30, 2026. Long-term debt, current portion on the Condensed Consolidated Balance Sheets also included other immaterial financing obligations, including vehicle-related financing arrangements. 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 5.7% for the six months ended June 30, 2026. As of June 30, 2026, eligible accounts receivable and unbilled revenue from the AWS Acquisition were included in the Company’s borrowing base under the Credit Agreement.

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 could be utilized for up to 36 months, and may be accelerated, suspended or discontinued at any time without notice. On March 4, 2024, the Company announced that the Board of Directors approved an additional share repurchase program authorization of $50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value. During the six months ended June 30, 2026, the Company repurchased 321,600 shares of the Company’s Class A Common Stock for a total of $5.0 million, net of tax on the open market. As of June 30, 2026, an aggregate of 4,641,800 shares of Class A Common Stock were purchased for a total of $52.1 million, net of tax since the inception of the repurchase program announced on March 7, 2023 and $33.1 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 $3.0 million to stockholders for the six months ended June 30, 2026.

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 the Company’s debt agreements and other factors. There can be no assurance that we will pay a dividend in the future.

Critical Accounting Estimates and Policies

Our significant accounting policies are discussed in our Annual Report and have not materially changed since December 31, 2025.

Off-Balance Sheet Arrangements

We currently have no material off-balance sheet arrangements.

Market risk

As filed, 3,738 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Recent Events

Demand for the Company’s services, and the pricing and terms for those services, are largely dependent on activity levels in the U.S. oil and natural gas industry. During the first half of 2026, global macroeconomic and geopolitical developments have continued to contribute to commodity price volatility and uncertainty in upstream investment activity, including uncertainty regarding global economic growth, evolving U.S. energy and trade policies, OPEC+ production decisions and disruptions to oil production and transportation in the Middle East.

These developments could affect commodity prices, customer activity levels and demand for the Company’s services. In the near term, commodity prices may remain elevated and volatile depending on the duration and extent of disruptions to global oil production and transportation. Prolonged disruptions and higher energy prices, however, could adversely affect global economic growth and energy demand. Commodity prices and domestic production activity may also be influenced by U.S. trade and energy policies, OPEC+ production decisions and changes in global oil inventories.

Changes in these conditions could affect the capital spending and operating decisions of the Company’s customers and could have a material effect on the Company’s operations, results of operations, cash flows and financial condition. The Company continues to monitor these evolving conditions and remains focused on operational flexibility, cost discipline and maintaining liquidity and balance sheet flexibility.

Interest Rate Risk

We are exposed to interest rate risk, primarily associated with our Wells Fargo Revolving Credit Facility, to fund operations. As of June 30, 2026, the Company had outstanding borrowings of $13.7 million under the Wells Fargo Revolving Credit Facility, with a weighted average rate of 5.7%. 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 our 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 generally have payment terms ranging from 30 to 60 days. As of June 30, 2026, the top three trade receivable balances represented approximately 47%, 16%, and 6%, respectively, of consolidated net accounts receivable. Within our High Specification Rigs segment, the top three trade receivable balances represented 54%, 15%, and 5%, respectively, of total High Specification Rigs net accounts receivable. Within our Wireline Services segment, the top three trade receivable balances represented 28%, 25%, and 18%, respectively, of total Wireline Services net accounts receivable. Within our Processing Solutions and Ancillary Services segment, the top three trade receivable balances represented 40%, 19%, and 12%, 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, 1,421 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 June 30, 2026.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 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.

Source: SEC EDGAR, the filing index for accession 0001628280-26-050161. Last ingested by Listed: Oct 24, 2026, 15:15 ET. Listed shows no prices and gives no investment advice.