Ranger Energy Services announces strategic acquisition of American Wealth Services, enhancing capabilities and projecting over $100 million in adjusted EBITDA for 2026.

OPERATOR - (00:00:00)

Good morning and welcome to Ranger Energy Services third quarter 2025 earnings conference call. All participants will be in listen only mode. Should you need assistance, please signal a conference specialist by pressing Star then zero on your touchtone keypad. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press Star then one on your telephone keypad. To withdraw your question, please press Star then two. Please note this event is being recorded. I would now like to turn the conference over to Joe Meese, Vice President, Finance. Please go ahead.

Joe Meese - Vice President, Finance - (00:00:41)

Good morning and welcome to Ranger Energy Services third quarter 2025 earnings conference call. We appreciate you joining us on an exciting day in Ranger's growth journey. Before we begin, Ranger has issued a press release outlining our operational and financial performance for the three months ended September 30, 2025. The press release and accompanying presentation materials are available in the Investor Relations section of our website at www.rangerenergy.com. Today’s discussion may contain forward looking statements about future business and financial expectations. Actual results may differ significantly from those projected in today's forward looking statements due to various risks and uncertainties, including the risks described in our periodic reports filed with the Securities and Exchange Commission. Except as required by law, we undertake no obligation to update our forward looking statements further. Please note that non GAAP financial measures will be referenced during this call. A full reconciliation of GAAP to non GAAP measurements is available in our latest quarterly earnings release and conference call presentation. Joining me today are Stuart Bowden, our Chief Executive Officer and Melissa Kugel, our Chief Financial Officer. Stuart will begin with a strategic and operational overview, including commentary on our acquisition of American Wealth Services. Melissa will then walk through a financial summary of the transaction and the results for Ranger's third quarter. Following the remarks, we'll open the call for Q and A. With that, I'll turn it over to Stuart.

Stuart Bowden - Chief Executive Officer - (00:02:25)

Thank you Joe and good morning everyone. Today marks a significant milestone in Ranger's journey. This morning we are proud to announce the acquisition of American Well Services, a leading Permian Basin focused well services provider with a fleet of 39 active workover rigs, new complementary service lines and over 550 employees. This transaction represents a strategic acquisition that strengthens our position as the largest well servicing provider in the lower 48 and enhances our ability to deliver differentiated technology enabled solutions to our customers. Let me start by sharing why AWS is such a compelling addition to Ranger. Outside of adding meaningful scale to our high specification rig business in the Permian Basin, AWS brings a well maintained fleet of high spec rigs that includes extensive supporting equipment and an excellent safety track record. The AWS business also provides a suite of complementary service lines to Ranger and including tubing, rentals and inspection, chemical sales, mixing plants and transportation and logistics amongst other services. Their operations are deeply rooted in the Permian Basin since founding and their team has built a reputation for safety, reliability and operational excellence similar to that of Ranger. They have grown the business strategically over the past seven years through a combination of inorganic and organic growth, and they have established themselves with a strong customer base that is anchored by major operators. This acquisition will expand Ranger's rig count by approximately 25%, strategically increasing our market share in the premier oil and gas basin in the lower 48 while also unlocking meaningful pull through revenue opportunities for Ranger's own high spec rig business. AWS's customer base is highly complementary to ours. While we share some of our largest customers, there are new customer relationships that broaden our market reach on the AWS side and we look forward to further expanding these relationships in the future. From a financial standpoint, the purchase price of approximately $90.5 million represents less than two and a half times trailing twelve months EBITDA with consideration consisting of a prudent mix of cash and equity along with an earnout that is tied to AWS's assets, generating at least $36 million of EBITDA over the next 12 months. Additionally, we expect to realize approximately $4 million in annual cost and revenue synergies once integration is complete. The transaction is immediately accretive to earnings and cash flow with minimal dilution. In addition to the share repurchases we have been successfully executing over the past two years. AWS represents an even higher return on capital comparatively given the discount of the deal multiple to our own trading multiple. We are supporting the transaction with minimal borrowings on our revolver and pro forma leverage of less than 1/2 term on a pro forma basis. Ranger is now expected to produce over $100 million in adjusted EBITDA in 2026 under current market conditions with an earnings potential that is much higher when commodity prices recover in the future. Our Executive Vice President of Wealth Services, Matt Hooker, Melissa and I are here in the Permian Basin today while hosting this call to welcome our new Ranger team members aboard and continue the integration planning that has already commenced. We have been preparing comprehensive integration plans based on proven playbooks from prior acquisitions, including our successful integration of the basic energy assets. AWS personnel share our cultural focus on safety and operational excellence and we are excited about building upon the great foundation already created by both companies to forge an even stronger path together in the future. We will complete the integration with focus and efficiency and we anticipate finishing the majority of integration activities during the third quarter of 2026. AWS is a strategic extension of what we already do well. It strengthens our existing capabilities in our flagship service line, cements our footprint in the Permian Basin and enhances our ability to serve customers, all while doing so at a great valuation. Acquisitions like AWS accelerate our strategic roadmap, position us for continued success and give us the ability to weather cycle is better while enjoying enhanced pro forma cash flows that enable other ongoing efforts like the Echo Rig Deployment program Last quarter we announced our Echo Hybrid Electric Rig program which represents a step change in the workover rig space and continues to gain momentum. Ranger's Echo Rig is the first of its kind double electric Hybrid rig, bringing to market a program to convert existing conventional workover rigs to into a new rig that greatly reduces emissions while also taking a meaningful step forward with regards to safety. The first two ECO rigs have been delivered to the field and are currently completing their final testing before they begin working on live wells. Customer interest remains robust and we see strong demand for the efficiency, safety and environmental benefits these rigs offer and expect additional contracts to be signed in the coming quarters. Before I turn the call over to Melissa, I'd like to make some comments about our quarterly performance as well as some early views on 2026 for the quarter. Our financial results showed continued resilience in our core production focused service lines, although we did see weakness and declines in completion focused areas and in some of our northern focused districts where commodity price pressures are leading to activity declines. We mentioned in our prior call higher than normal levels of asset turnover as certain customers adjusted their well programs in light of current market conditions and this has resulted in greater than expected standby time on the books this quarter. We reported $128.9 million in revenue for the third quarter which represented a quarter over quarter decline largely as a result of our completion exposed businesses. Ranger reported $16.8 million of adjusted EBITDA for the quarter, achieving a 13% adjusted EBITDA margin. Our high spec rig segment continued to be the cornerstone of our business, contributing $80.9 million of revenue and $15.7 million of adjusted EBITDA with margins of 19.4%. Activity levels within our production focused rigs increased quarter over quarter and are on track to return to previous year peaks. That said completions activity declines more than offset those increases where customers took extended breaks between drill up programs and released some rigs due to budget exhaustion or generalized activity reductions. Our ancillary segment had mixed results this quarter with the largest declines coming on the back of depressed quail tubing activity. Year over year, the combination of completion activity declined and and reduced P and A activity brought about from depressed commodity prices has put pressure on this segment. We expect to see a rebound in both of these businesses in the back half of 2026 when lingering commodity supply concerns are resolved. We've also been encouraged by recent progress and contracts signed within our P and a business with regulatory bodies for safety sensitive plug and abandonment work where Rangers experience and track record make it the provider of choice. This quarter our wireline segment showed some stability despite lower activity levels with revenue of $17.2 million and $400,000 of adjusted EBITDA at the end of the quarter. We were encouraged by the signing of two new customer contracts with major independent operators which give us light of sight to more sustainable revenue levels in 2026. Margins in this segment remain challenged and we expect this trend will continue through the winter months with recovery planned in March as the winter weather effect subsides. Looking forward to 2026, we are encouraged and optimistic on the back of newly created growth avenues with the AWS acquisition. We have weathered the pullback over the past several quarters with continued strong cash flows and deployed these cash flows wisely to make investments, countercyclically buying back a meaningful number of our own shares when the stock came under pressure and today announcing an acquisition that is anticipated to bring about strong returns on capital next year. We expect to generate greater than $100 million of EBITDA for the first time in Ranger's history, which represents a pivotal milestone in our growth path. We believe there is much room to grow from there when market conditions improve and when our Echo rigs see increasing adoption in future periods. With that, I'll turn the call over to Melissa before providing a few final closing comments.

Melissa Kugel - Chief Financial Officer - (00:11:48)

Thank you Stuart. I'd like to first walk through a few specifics around our announced transaction. Today, Ranger entered into an agreement to acquire American Well Services for a purchase price of approximately $90.5 million in a cash free, debt free transaction. The consideration consists of approximately $60.5 million of cash or with reductions for indebtedness and select other items, as well as 2 million shares of Ranger common stock. An earn out of $5 million payable in cash in one year is dependent on achieving $36 million of EBITDA in the first 12 months. Ranger used its existing cash on the balance sheet for the cash consideration portion of the transaction and supplemented with borrowings on its credit facility. Pro forma, Ranger anticipates having approximately $30 million of borrowings post close on its facility, representing less than one half turn of leverage. Ranger intends to repay the borrowings in due course with free cash flow. The company has identified $4 million of operational and administrative synergies that are anticipated to be realized by the end of the third quarter of 2026. Everyone on the Ranger team is excited about what the future holds for the combined organization. Turning to third quarter results, revenue for the quarter was $128.9 million, a decrease of 16% from $153 million in the third quarter of 2024 and down 8% from $140.6 million in the second quarter of 2025. The decline was primarily driven by reduced completions activity in the broader market as well as activity declines in the Bakken and Powder river basins. This year, net income was $1.2 million, or $0.05 per diluted share, compared to $8.7 million, or $0.39 per diluted share in the third quarter of 2024 and $7.3 million, or $0.32 per diluted share in the second quarter of 2025. Net income reductions are a consequence of the aforementioned reductions in activity both year over year and quarter over quarter. Ranger is reporting adjusted EBITDA for the quarter of $16.8 million, representing a 13% margin. Now let's look at performance by segment. High Spec rigs generated $80.9 million in revenue, down from $86.7 million in the prior year period and $86.3 million in the prior quarter. Rig hours totaled 111,200 hours for the quarter, with an average hourly rate of $727. Rig hour reductions were related to a reduction in completions devoted rig during the quarter or hourly rates were affected by larger than normal amounts of standby time for rigs when they operated, a much lower margin between active jobs. Adjusted EBITDA for the quarter was $15.7 million. Processing Solutions and Ancillary Services delivered $30.8 million in revenue, down from $36 million in the prior year and $32.2 million in the prior quarter, while operating income was $3.4 million and adjusted EBITDA was $5.5 million for the quarter. Year over year, activity declines were predominantly in plug and abandonment and coiled tubing service lines, while quarter over quarter declines were related to coiled tubing and torrent service lines where some recently idled equipment has not yet found new contracts. Finally, Wireline Services reported $17.2 million in revenue with an operating loss of $4.2 million and adjusted EBITDA of $400,000. This segment was impacted by lower activity as well as non cash inventory adjustments of $1.6 million that affected operating income but were treated as an adjustment to EBITDA given their one time nature. Our efforts this year to create a more sustainable operation and run with improved cost efficiency are most evident when comparing the positive EBITDA this quarter with the $2.3 million EBITDA loss in the first quarter of this year where we had similar revenue levels. We intend to build upon these efficiencies in 2026 with the signing of additional contracts, as Stuart mentioned in his comments and turning to the balance sheet, as of September 30, 2025, total liquidity was $116.7 million, consisting of $71.5 million of capacity on a revolving credit facility and $45.2 million of cash on hand. Free cash flow for the quarter was $8 million or 37 cents per share, reflecting continued strength in our cash conversion year to date we've generated $25.8 million in free cash flow which has been deployed in the announced transaction today with AWS as well as through our shareholder return program. During the quarter we were very active, repurchasing 668,000 shares for $8.3 million, bringing year to date shareholder returns including both share repurchases and our baseload dividend to $15.6 million. Our capital allocation strategy remains focused on balancing disciplined growth with shareholder returns. Capital expenditures year to date totaled $19.1 million, down from $28.7 million in the prior year period. The current year to date figure includes payments related to procure and build our two newly delivered Echo Rigs. Our leverage profile remains conservative and we continue to maintain financial flexibility to pursue strategic growth opportunities like the AWS transaction while simultaneously returning capital to shareholders. We will continue to be prudent stewards of our balance sheet and capital returns framework in the future. Before I hand it back to Stuart for closing comments, I want to reiterate that our financial discipline, strong liquidity and consistent free cash flow generation position us well to execute on our strategic priorities.

Stuart Bowden - Chief Executive Officer - (00:17:55)

Thanks Melissa. As we close out the third quarter, I want to reflect on the progress we've made and the opportunities ahead. The acquisition of American Wealth Services is a clear example of our disciplined approach to growth. It's a transaction that enhances our scale, expands our service offerings, and strengthens our position in a key basin. With AWS, we're not changing who we are. We're building on what we do best. Our integration plan is already in motion, and we're confident in our ability to execute. We've done this before, and we'll do it again with measured urgency, precision, and a focus on creating value for our customers and shareholders. At the same time, our Echo Hybrid electric rig program continues to gain traction. These rigs represent the future of well servicing, and the AWS acquisition gives us a better platform upon which we can accelerate that future. Together, we're delivering innovation, efficiency, and safety in ways that set us apart. We remain committed to our purpose to be the best well servicing provider in the lower 48 on behalf of our customers, partners, employees and shareholders. Strong free cash flows and prudent returns to investors remain our guiding principle, and we will continue to make our strategic decisions and allocate our capital with discipline and foresight. With our balance sheet in excellent shape, our integration playbook in action, and our technology roadmap expanding, I'm more optimistic than ever about the next chapters for Ranger. I want to thank our Ranger employees, customers, and the AWS team for their partnership and commitment throughout this process. We're excited to welcome AWS into the Ranger family and look forward to everything we will achieve together. Thank all of you for your continued support. We'll now open the call for questions.

OPERATOR - (00:19:57)

Thank you. We will now begin the question and answer session. To ask a question, you may press star, then one on your Touchstone phone. If you are using a speakerphone, please pick up your handset before pressing the keys. If at any time a question has been addressed and you would like to withdraw your question, please press Star then two. At this time, we will pause momentarily to assemble our roster. The first question comes from Don Krish with Johnson Rice. Please go ahead.

Don Krish - Equity Analyst - (00:20:37)

Morning, guys, and congrats on getting AWS transaction across the finish line. Thanks. I appreciate it. Good morning. Morning. I wanted to ask about kind of the geographic footprint of aws. Is it mostly in the Permian, or does this kind of expand you into other areas? And I guess that goes for both the workover rigs as well as the other service lines. Everything is in the Permian basin. It's a 100% Permian Basin player. Okay. And then as far as, like, tubing, rentals and inspection and some of the other business lines that you're not in now, like how big is that in relation or maybe you want to characterize it into EBITDA or whatever metric you want to use as compared to the high spec rig fleet? Yeah, from a revenue perspective, it's about 45, 55, meaning about 55% of their revenue is a direct overlap with Ranger and about 45% is service lines that are unique to Ranger. But I think one of the things we're excited about is a lot of the service lines are being sold into some of our existing customers. And, and so we think there, there may be an opportunity to expand them in the future. Interesting. And my last question, and I'll return the queue is on the Echo rigs. Where are we in the process? I believe they both been delivered, but have either one of them gone to work and kind of what are your first impressions, you know, now having it in your possession? So the there's two one is in the Bakken currently and one is in the Permian Basin. They are each kind of undergoing final testing. We expect the one in the Bakken to be working on live wells within the week and we think the one in the Permian Basin right after that. We're pretty excited. Don, if you just kind of just go, if you approach the rig, if you just think about the safety features it has, how quiet it is, you know, we've obviously talked about some of the environmental benefits, but I think everybody that has been up and close to it is in pretty blown away. So we're very much excited to get it over a live. Well. It'S going to be a momentous time period for y' all for sure. I'll turn back the Q. I appreciate the caller. All right, thanks a lot.

OPERATOR - (00:23:07)

Don't. The next question comes from John Daniel with Daniel Energy Partners. Please go ahead.

John Daniel - Equity Analyst - (00:23:18)

Good morning. I'll echo Don's comments on consolidating the Permian. Good for you. First question is the customer base for American can you sure. You don't want to name the customer, but can you give some color as to the customer base?

Stuart Bowden - Chief Executive Officer - (00:23:35)

Yeah, they have pretty similar customers to us. They have a very large customer that we're very familiar with as well that we do a lot of work with. But I think as I made in the comments, they do have some other customers that Ranger has not historically worked with. So we think there's an opportunity there. But for sure there's some meaningful overlap with the customers. But we think that's going to Be a positive. We expect all that work to continue.

John Daniel - Equity Analyst - (00:24:09)

Got it. And then on the Echo rig, when your customers are looking at that, are they looking at the adoption to replace an existing one of their workover rigs? And when they do that, are they looking to displace one of your competitors or is this potentially a maintenance capex growth capex? Could you just elaborate on how you see the adoption rolling out and how that changes the competitive landscape with those customers that take the rig?

Stuart Bowden - Chief Executive Officer - (00:24:36)

Sure. So right now they're additive. You know, we're not taking away. That said, as we think about over time, we would expect that these rigs would be deployed and would either replace some existing rigs of ours or competitors, but we don't think that's going to be one for one. Right. So, you know, if you put two Echo rigs out, maybe they collectively displace one conventional, something like that.

John Daniel - Equity Analyst - (00:25:06)

Fair enough. And then just a final one, which I'll try to get you to answer. Would you give us an over under on how many Echo rigs get built in? 26. Over under and 26. Yeah. What would make you happy and what would disappoint you? How about that? Just throw it another way.

Stuart Bowden - Chief Executive Officer - (00:25:26)

We'll take the over under at 10.

John Daniel - Equity Analyst - (00:25:30)

Okay, fair enough. Thank you very much. See you guys this week. Absolutely.

OPERATOR - (00:25:41)

Thank you. This concludes our question and answer session. I would like to turn back over to Stuart Bowden for any closing remarks.

Stuart Bowden - Chief Executive Officer - (00:25:53)

Thanks, Steve. Again, just thanks to all of you for your continued interest in Ranger. As we said, it's an incredibly exciting time with the deal with the Echo rigs. We're really just excited about everything's coming together. So we look forward to talking to all of you in the weeks ahead. Thanks a lot.

OPERATOR - (00:26:15)

Thank you. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.