0001699039false2025Q3Chicago Stock Exchange, Inc.--12-31P1YP3Y0M0Dxbrli:sharesiso4217:USDiso4217:USDxbrli:sharesrngr:segmentxbrli:pureutr:sqftrngr:installment00016990392025-01-012025-09-300001699039us-gaap:CommonClassAMember2025-10-310001699039us-gaap:CommonClassBMember2025-10-3100016990392025-09-3000016990392024-12-310001699039us-gaap:CommonClassAMember2025-09-300001699039us-gaap:CommonClassAMember2024-12-310001699039us-gaap:CommonClassBMember2025-09-300001699039us-gaap:CommonClassBMember2024-12-310001699039rngr:HighSpecificationRigsMember2025-07-012025-09-300001699039rngr:HighSpecificationRigsMember2024-07-012024-09-300001699039rngr:HighSpecificationRigsMember2025-01-012025-09-300001699039rngr:HighSpecificationRigsMember2024-01-012024-09-300001699039rngr:WirelineServicesMember2025-07-012025-09-300001699039rngr:WirelineServicesMember2024-07-012024-09-300001699039rngr:WirelineServicesMember2025-01-012025-09-300001699039rngr:WirelineServicesMember2024-01-012024-09-300001699039rngr:ProcessingSolutionsAndAncillaryServicesMember2025-07-012025-09-300001699039rngr:ProcessingSolutionsAndAncillaryServicesMember2024-07-012024-09-300001699039rngr:ProcessingSolutionsAndAncillaryServicesMember2025-01-012025-09-300001699039rngr:ProcessingSolutionsAndAncillaryServicesMember2024-01-012024-09-3000016990392025-07-012025-09-3000016990392024-07-012024-09-3000016990392024-01-012024-09-300001699039us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-06-300001699039us-gaap:CommonClassAMemberus-gaap:CommonStockMember2024-06-300001699039us-gaap:CommonClassAMemberus-gaap:CommonStockMember2024-12-310001699039us-gaap:CommonClassAMemberus-gaap:CommonStockMember2023-12-310001699039us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-07-012025-09-300001699039us-gaap:CommonClassAMemberus-gaap:CommonStockMember2024-07-012024-09-300001699039us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-01-012025-09-300001699039us-gaap:CommonClassAMemberus-gaap:CommonStockMember2024-01-012024-09-300001699039us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-09-300001699039us-gaap:CommonClassAMemberus-gaap:CommonStockMember2024-09-300001699039us-gaap:TreasuryStockCommonMember2025-06-300001699039us-gaap:TreasuryStockCommonMember2024-06-300001699039us-gaap:TreasuryStockCommonMember2024-12-310001699039us-gaap:TreasuryStockCommonMember2023-12-310001699039us-gaap:TreasuryStockCommonMember2025-07-012025-09-300001699039us-gaap:TreasuryStockCommonMember2024-07-012024-09-300001699039us-gaap:TreasuryStockCommonMember2025-01-012025-09-300001699039us-gaap:TreasuryStockCommonMember2024-01-012024-09-300001699039us-gaap:TreasuryStockCommonMember2025-09-300001699039us-gaap:TreasuryStockCommonMember2024-09-300001699039us-gaap:RetainedEarningsMember2025-06-300001699039us-gaap:RetainedEarningsMember2024-06-300001699039us-gaap:RetainedEarningsMember2024-12-310001699039us-gaap:RetainedEarningsMember2023-12-310001699039us-gaap:RetainedEarningsMember2025-07-012025-09-300001699039us-gaap:RetainedEarningsMember2024-07-012024-09-300001699039us-gaap:RetainedEarningsMember2025-01-012025-09-300001699039us-gaap:RetainedEarningsMember2024-01-012024-09-300001699039us-gaap:RetainedEarningsMember2025-09-300001699039us-gaap:RetainedEarningsMember2024-09-300001699039us-gaap:AdditionalPaidInCapitalMember2025-06-300001699039us-gaap:AdditionalPaidInCapitalMember2024-06-300001699039us-gaap:AdditionalPaidInCapitalMember2024-12-310001699039us-gaap:AdditionalPaidInCapitalMember2023-12-310001699039us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-300001699039us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300001699039us-gaap:AdditionalPaidInCapitalMember2025-01-012025-09-300001699039us-gaap:AdditionalPaidInCapitalMember2024-01-012024-09-300001699039us-gaap:AdditionalPaidInCapitalMember2025-09-300001699039us-gaap:AdditionalPaidInCapitalMember2024-09-300001699039us-gaap:ParentMember2025-06-300001699039us-gaap:ParentMember2024-06-300001699039us-gaap:ParentMember2024-12-310001699039us-gaap:ParentMember2023-12-310001699039us-gaap:ParentMember2025-07-012025-09-300001699039us-gaap:ParentMember2024-07-012024-09-300001699039us-gaap:ParentMember2025-01-012025-09-300001699039us-gaap:ParentMember2024-01-012024-09-300001699039us-gaap:ParentMember2025-09-300001699039us-gaap:ParentMember2024-09-300001699039rngr:SeniorRevolvingCreditFacility2017Member2025-01-012025-09-300001699039rngr:SeniorRevolvingCreditFacility2017Member2024-01-012024-09-3000016990392023-12-3100016990392024-09-300001699039us-gaap:CommonClassAMemberus-gaap:IPOMember2017-08-160001699039rngr:HighSpecificationRigsMember2025-09-300001699039rngr:HighSpecificationRigsMember2024-09-300001699039rngr:CertainWellServiceRigsMember2025-01-012025-09-300001699039rngr:WorkoverRigsMember2025-09-300001699039rngr:WorkoverRigsMember2024-12-310001699039srt:MinimumMemberus-gaap:MachineryAndEquipmentMember2025-09-300001699039srt:MaximumMemberus-gaap:MachineryAndEquipmentMember2025-09-300001699039us-gaap:MachineryAndEquipmentMember2025-09-300001699039us-gaap:MachineryAndEquipmentMember2024-12-310001699039srt:MinimumMemberus-gaap:VehiclesMember2025-09-300001699039srt:MaximumMemberus-gaap:VehiclesMember2025-09-300001699039us-gaap:VehiclesMember2025-09-300001699039us-gaap:VehiclesMember2024-12-310001699039srt:MinimumMemberus-gaap:OtherCapitalizedPropertyPlantAndEquipmentMember2025-09-300001699039srt:MaximumMemberus-gaap:OtherCapitalizedPropertyPlantAndEquipmentMember2025-09-300001699039us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMember2025-09-300001699039us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMember2024-12-310001699039srt:MinimumMemberus-gaap:CustomerRelationshipsMember2025-09-300001699039srt:MaximumMemberus-gaap:CustomerRelationshipsMember2025-09-300001699039us-gaap:CustomerRelationshipsMember2025-09-300001699039us-gaap:CustomerRelationshipsMember2024-12-310001699039srt:MinimumMember2025-09-300001699039srt:MaximumMember2025-09-300001699039rngr:WestI20MidlandTexasMember2025-02-010001699039rngr:WestI20MidlandTexasMember2025-02-012025-02-010001699039srt:MinimumMemberrngr:OtherFixedAssetMember2025-01-012025-09-300001699039srt:MaximumMemberrngr:OtherFixedAssetMember2025-01-012025-09-300001699039us-gaap:BuildingMember2025-09-300001699039rngr:WellsFargoRevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-05-310001699039us-gaap:LetterOfCreditMemberrngr:WellsFargoRevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-05-310001699039rngr:LetterOfCreditWorkingCapitalAndGeneralCorporatePurposesMemberrngr:WellsFargoRevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-05-310001699039us-gaap:LetterOfCreditMemberrngr:WellsFargoRevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2025-09-020001699039us-gaap:LetterOfCreditMemberrngr:WellsFargoRevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-09-250001699039us-gaap:LetterOfCreditMemberrngr:WellsFargoRevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2025-09-190001699039us-gaap:LetterOfCreditMemberrngr:WellsFargoRevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2025-09-300001699039rngr:WellsFargoRevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2025-09-300001699039us-gaap:RevolvingCreditFacilityMemberrngr:WellsFargoRevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2025-09-300001699039us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMemberrngr:WellsFargoRevolvingCreditFacilityMembersrt:MinimumMemberus-gaap:LineOfCreditMember2025-01-012025-09-300001699039us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMemberrngr:WellsFargoRevolvingCreditFacilityMembersrt:MaximumMemberus-gaap:LineOfCreditMember2025-01-012025-09-300001699039us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMemberrngr:WellsFargoRevolvingCreditFacilityMembersrt:MinimumMemberus-gaap:LineOfCreditMember2025-01-012025-09-300001699039us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMemberrngr:WellsFargoRevolvingCreditFacilityMembersrt:MaximumMemberus-gaap:LineOfCreditMember2025-01-012025-09-300001699039us-gaap:RestrictedStockMember2025-09-300001699039us-gaap:RestrictedStockMember2025-01-012025-09-300001699039us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ShareBasedPaymentArrangementEmployeeMember2025-01-012025-09-300001699039us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2025-01-012025-09-300001699039us-gaap:RestrictedStockUnitsRSUMember2025-09-300001699039us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001699039rngr:RestrictedCashUnitsMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2025-01-012025-09-300001699039rngr:RestrictedCashUnitsMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2025-09-300001699039us-gaap:PerformanceSharesMember2025-01-012025-09-300001699039rngr:PerformanceSharesRelativeGrantDateMember2025-01-012025-09-300001699039rngr:PerformanceSharesAbsoluteGrantDateMember2025-01-012025-09-300001699039us-gaap:PerformanceSharesMember2025-09-300001699039us-gaap:PerformanceSharesMember2025-03-032025-03-0300016990392023-03-3100016990392024-03-0400016990392024-03-042024-03-040001699039us-gaap:CommonClassAMember2023-03-072025-09-3000016990392023-01-012023-12-310001699039rngr:CustomerOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-07-012025-09-300001699039rngr:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-07-012025-09-300001699039rngr:CustomerThreeMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-07-012025-09-300001699039rngr:HighSpecificationRigsMemberrngr:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-07-012025-09-300001699039rngr:HighSpecificationRigsMemberrngr:CustomerOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-07-012025-09-300001699039rngr:HighSpecificationRigsMemberrngr:CustomerThreeMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-07-012025-09-300001699039rngr:WirelineServicesMemberrngr:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-07-012025-09-300001699039rngr:WirelineServicesMemberrngr:CustomerThreeMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-07-012025-09-300001699039rngr:WirelineServicesMemberrngr:CustomerOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-07-012025-09-300001699039rngr:ProcessingSolutionsAndAncillaryServicesMemberrngr:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-07-012025-09-300001699039rngr:ProcessingSolutionsAndAncillaryServicesMemberrngr:CustomerOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-07-012025-09-300001699039rngr:ProcessingSolutionsAndAncillaryServicesMemberrngr:CustomerThreeMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-07-012025-09-300001699039rngr:CustomerOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-09-300001699039rngr:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-09-300001699039rngr:CustomerThreeMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-09-300001699039rngr:HighSpecificationRigsMemberrngr:CustomerThreeMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-09-300001699039rngr:HighSpecificationRigsMemberrngr:CustomerOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-09-300001699039rngr:HighSpecificationRigsMemberrngr:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-09-300001699039rngr:WirelineServicesMemberrngr:CustomerThreeMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-09-300001699039rngr:WirelineServicesMemberrngr:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-09-300001699039rngr:WirelineServicesMemberrngr:CustomerOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-09-300001699039rngr:ProcessingSolutionsAndAncillaryServicesMemberrngr:CustomerThreeMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-09-300001699039rngr:ProcessingSolutionsAndAncillaryServicesMemberrngr:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-09-300001699039rngr:ProcessingSolutionsAndAncillaryServicesMemberrngr:CustomerOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-09-300001699039rngr:CustomerThreeMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:AccountsReceivableMember2025-01-012025-09-300001699039rngr:CustomerOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:AccountsReceivableMember2025-01-012025-09-300001699039rngr:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:AccountsReceivableMember2025-01-012025-09-300001699039rngr:CustomerOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-01-012024-09-300001699039rngr:CustomerOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-07-012024-09-300001699039rngr:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-07-012024-09-300001699039rngr:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-01-012024-09-300001699039rngr:CustomerThreeMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-07-012024-09-300001699039rngr:CustomerThreeMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-01-012024-09-300001699039rngr:HighSpecificationRigsMemberrngr:CustomerOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-07-012024-09-300001699039rngr:HighSpecificationRigsMemberrngr:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-07-012024-09-300001699039rngr:HighSpecificationRigsMemberrngr:CustomerThreeMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-07-012024-09-300001699039rngr:WirelineServicesMemberrngr:CustomerOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-07-012024-09-300001699039rngr:WirelineServicesMemberrngr:CustomerThreeMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-07-012024-09-300001699039rngr:WirelineServicesMemberrngr:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-07-012024-09-300001699039rngr:ProcessingSolutionsAndAncillaryServicesMemberrngr:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-07-012024-09-300001699039rngr:ProcessingSolutionsAndAncillaryServicesMemberrngr:CustomerOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-07-012024-09-300001699039rngr:ProcessingSolutionsAndAncillaryServicesMemberrngr:CustomerThreeMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-07-012024-09-300001699039rngr:HighSpecificationRigsMemberrngr:CustomerThreeMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-01-012024-09-300001699039rngr:HighSpecificationRigsMemberrngr:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-01-012024-09-300001699039rngr:HighSpecificationRigsMemberrngr:CustomerOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-01-012024-09-300001699039rngr:WirelineServicesMemberrngr:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-01-012024-09-300001699039rngr:WirelineServicesMemberrngr:CustomerOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-01-012024-09-300001699039rngr:WirelineServicesMemberrngr:CustomerThreeMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-01-012024-09-300001699039rngr:ProcessingSolutionsAndAncillaryServicesMemberrngr:CustomerOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-01-012024-09-300001699039rngr:ProcessingSolutionsAndAncillaryServicesMemberrngr:CustomerThreeMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-01-012024-09-300001699039rngr:ProcessingSolutionsAndAncillaryServicesMemberrngr:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-01-012024-09-300001699039rngr:CustomerThreeMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:AccountsReceivableMember2024-01-012024-09-300001699039rngr:CustomerOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:AccountsReceivableMember2024-01-012024-09-300001699039rngr:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:AccountsReceivableMember2024-01-012024-09-300001699039us-gaap:OperatingSegmentsMemberrngr:HighSpecificationRigsMember2025-07-012025-09-300001699039us-gaap:OperatingSegmentsMemberrngr:WirelineServiceMember2025-07-012025-09-300001699039us-gaap:OperatingSegmentsMemberrngr:ProcessingSolutionsAndAncillaryServicesMember2025-07-012025-09-300001699039us-gaap:MaterialReconcilingItemsMember2025-07-012025-09-300001699039us-gaap:OperatingSegmentsMemberrngr:HighSpecificationRigsMember2025-01-012025-09-300001699039us-gaap:OperatingSegmentsMemberrngr:WirelineServiceMember2025-01-012025-09-300001699039us-gaap:OperatingSegmentsMemberrngr:ProcessingSolutionsAndAncillaryServicesMember2025-01-012025-09-300001699039us-gaap:MaterialReconcilingItemsMember2025-01-012025-09-300001699039us-gaap:OperatingSegmentsMemberrngr:HighSpecificationRigsMember2024-07-012024-09-300001699039us-gaap:OperatingSegmentsMemberrngr:WirelineServiceMember2024-07-012024-09-300001699039us-gaap:OperatingSegmentsMemberrngr:ProcessingSolutionsAndAncillaryServicesMember2024-07-012024-09-300001699039us-gaap:MaterialReconcilingItemsMember2024-07-012024-09-300001699039us-gaap:OperatingSegmentsMemberrngr:HighSpecificationRigsMember2024-01-012024-09-300001699039us-gaap:OperatingSegmentsMemberrngr:WirelineServiceMember2024-01-012024-09-300001699039us-gaap:OperatingSegmentsMemberrngr:ProcessingSolutionsAndAncillaryServicesMember2024-01-012024-09-300001699039us-gaap:MaterialReconcilingItemsMember2024-01-012024-09-300001699039rngr:AmericanWellIntermediateHoldingsLLCMemberus-gaap:SubsequentEventMember2025-11-070001699039rngr:AmericanWellIntermediateHoldingsLLCMemberrngr:AmericanWellServicesLLCMemberus-gaap:SubsequentEventMember2025-11-070001699039rngr:AmericanWellIntermediateHoldingsLLCMemberus-gaap:SubsequentEventMember2025-11-072025-11-070001699039rngr:AmericanWellIntermediateHoldingsLLCMemberus-gaap:CommonClassAMemberus-gaap:SubsequentEventMember2025-11-072025-11-070001699039us-gaap:SubsequentEventMember2025-11-102025-11-10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-38183
RANGER ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
| Delaware |
81-5449572 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
10350 Richmond, Suite 550
Houston, Texas 77042
(Address of principal executive offices) (Zip Code)
(713) 935-8900
(Registrant’s telephone number, including area code)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A Common Stock, $0.01 par value |
|
RNGR |
|
New York Stock Exchange NYSE Texas, Inc. |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Large accelerated filer ☐ |
|
Accelerated Filer ☒ |
|
Non-accelerated Filer ☐ |
Smaller reporting company ☒ |
|
Emerging growth company ☐ |
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 31, 2025, the registrant had 21,613,687 shares of Class A Common Stock and zero shares of Class B Common Stock outstanding.
RANGER ENERGY SERVICES, INC.
TABLE OF CONTENTS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information in this Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, the words “may,” “should,” “intend,” “could,” “believe,” “anticipate,” “estimate,” “expect,” “outlook,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements represent Ranger’s expectations or beliefs concerning future events, and it is possible that the results described in this Quarterly Report will not be achieved.
These forward-looking statements are subject to risks, uncertainties, and other factors, many of which are outside of Ranger’s control. Should one or more of these risks or uncertainties described occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. These risks could materially and adversely affect our financial condition, results of operations and prospects, and include, but are not limited to, the risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”), those set forth from time-to-time in other filings by the Company with the SEC, and those in this Form 10-Q, including the following factors:
•reductions in capital spending by participants in the oil and natural gas industry;
•volatility of oil and natural gas prices, as well as fuel conservation measures, impacting the supply and demand for oil and natural gas;
•capital expenditures for new equipment as we grow our operations and capital expenditures resulting from environmental initiatives, new regulatory requirements, and advancements in oilfield services technologies;
•intense competition (including as to pricing) that may cause us to lose market share and could negatively affect our ability to market our services and expand our operations;
•reduced demand for our services, including as a result of fuel conservation measures and resulting reduction in demand for oil and natural gas;
•difficulties we may have managing the growth of our business, including through potential future acquisitions and mergers, and effectively financing and integrating any acquired businesses;
•customer concentrations and reliance upon a few large customers that may adversely affect our revenue and operating results;
•increasing competition for workers, as well as labor shortages, and challenges to our ability to attract, hire, and retain qualified and skilled employees;
•unsatisfactory safety performance may negatively affect our current and future customer relationships, and to the extent we fail to retain existing customers or attract new customers, adversely impact our revenue;
•accidents, blowouts, explosions, craterings, fires, oil spills and releases of drilling, completion or fracturing fluids or hazardous materials or pollutants into the environment;
•claims, including personal injury and property damages;
•federal and state legislative and regulatory initiatives that could result in increased costs and additional operating restrictions or delays, as well as adversely affect demand for our support services;
•environmental and occupational health and safety laws and regulations that may expose us to significant costs and liabilities;
•risks arising from climate change, and increased attention and proposed and future requirements relating to sustainability, environmental, social, and governance (“ESG”) matters and conservation measures may adversely impact our or our customers’ businesses;
•seasonal weather conditions, severe weather events and natural disasters that could severely disrupt normal operations and harm our business;
•cybersecurity and data privacy risks, including interruptions, failures or attacks in our information technology system;
•interest rate risk as a result of our revolving credit facility and financing agreement to fund operations;
•certain restrictions under the terms of our Wells Fargo Revolving Credit Facility (as defined below) may limit our future ability to pay cash dividends;
•liquidity and access to capital that could result in challenges and vulnerabilities associated with our ability to secure the necessary financial resources to support our operations, growth, and strategic initiatives;
•potential challenges, uncertainties, and risks associated with the rapid development and adoption of new technologies that could displace our existing asset base or impact traditional oil and gas operations, including automation, artificial intelligence, and renewable energy solutions;
•sufficiency of our insurance program to adequately protect against potential risks and liabilities;
•commodity price risk due to fluctuations in the prices of oil and natural gas, and resulting impacts on the activity levels of our exploration and production (“E&P”) customers;
•the impact of geopolitical, economic and market conditions and developments, including changes in global trade policies and tariffs, on our industry and commodity prices;
•credit risk associated with our trade receivables;
•general economic conditions or a weakening of the broader energy industry, including as a result of inflation or recession; and
•risks related to our ownership and capital structure.
Our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in our current and past filings with the SEC. Those documents are available through our website or through the SEC’s Electronic Data Gathering and Analysis Retrieval system at www.sec.gov.
All forward‑looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, any forward-looking statements speak only as of the date on which it is made. We disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this cautionary section, to reflect events or circumstances after the date of this Quarterly Report.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
RANGER ENERGY SERVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in millions, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025 |
|
December 31, 2024 |
| Assets |
|
|
|
|
| Cash and cash equivalents |
|
$ |
45.2 |
|
|
$ |
40.9 |
|
| Accounts receivable, net |
|
74.1 |
|
|
68.4 |
|
| Contract assets |
|
15.7 |
|
|
16.7 |
|
| Inventory |
|
4.0 |
|
|
5.7 |
|
| Prepaid expenses and other current assets |
|
7.8 |
|
|
11.4 |
|
| Assets held for sale |
|
0.4 |
|
|
0.8 |
|
| Total current assets |
|
147.2 |
|
|
143.9 |
|
|
|
|
|
|
| Property and equipment, net |
|
214.9 |
|
|
224.3 |
|
| Intangible assets, net |
|
5.0 |
|
|
5.6 |
|
| Operating leases, right-of-use assets |
|
4.9 |
|
|
7.0 |
|
| Other assets |
|
0.8 |
|
|
0.8 |
|
| Total assets |
|
372.8 |
|
|
381.6 |
|
|
|
|
|
|
| Liabilities and Stockholders' Equity |
|
|
|
|
| Accounts payable |
|
$ |
24.3 |
|
|
$ |
27.2 |
|
| Accrued expenses |
|
25.5 |
|
|
28.2 |
|
| Other financing liability, current portion |
|
0.7 |
|
|
0.7 |
|
|
|
|
|
|
| Short-term lease liability |
|
8.5 |
|
|
8.7 |
|
| Other current liabilities |
|
0.7 |
|
|
0.4 |
| Total current liabilities |
|
59.7 |
|
|
65.2 |
|
|
|
|
|
|
| Long-term lease liability |
|
11.4 |
|
|
14.1 |
|
| Other financing liability |
|
9.8 |
|
|
10.3 |
|
|
|
|
|
|
| Deferred tax liability |
|
21.8 |
|
|
18.2 |
|
| Other long-term liabilities |
|
0.1 |
|
|
— |
|
| Total liabilities |
|
102.8 |
|
|
107.8 |
|
|
|
|
|
|
| Commitments and contingencies (Note 15) |
|
|
|
|
|
|
|
|
|
| Stockholders' equity |
|
|
|
|
Preferred stock, $0.01 per share; 50,000,000 shares authorized; no shares issued or outstanding as of September 30, 2025 and December 31, 2024 |
|
— |
|
|
— |
|
Class A Common Stock, $0.01 par value, 100,000,000 shares authorized; 26,435,100 shares issued and 21,611,872 shares outstanding as of September 30, 2025; 26,130,574 shares issued and 22,252,946 shares outstanding as of December 31, 2024 |
|
0.3 |
|
|
0.3 |
|
Class B Common Stock, $0.01 par value, 100,000,000 shares authorized; no shares issued or outstanding as of September 30, 2025 and December 31, 2024 |
|
— |
|
|
— |
|
Less: Class A Common Stock held in treasury at cost; 4,823,228 treasury shares as of September 30, 2025 and 3,877,628 treasury shares as of December 31, 2024 |
|
(50.2) |
|
|
(38.6) |
|
| Retained earnings |
|
47.2 |
|
|
42.2 |
|
| Additional paid-in capital |
|
272.7 |
|
269.9 |
|
| Total stockholders' equity |
|
270.0 |
|
|
273.8 |
|
| Total liabilities and stockholders' equity |
|
$ |
372.8 |
|
|
$ |
381.6 |
|
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
RANGER ENERGY SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in millions, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Revenue |
|
|
|
|
|
|
|
|
| High Specification Rigs |
|
$ |
80.9 |
|
|
$ |
86.7 |
|
|
$ |
254.7 |
|
|
$ |
249.1 |
|
| Wireline Services |
|
17.2 |
|
|
30.3 |
|
|
56.5 |
|
|
87.6 |
|
| Processing Solutions and Ancillary Services |
|
30.8 |
|
|
36.0 |
|
|
93.5 |
|
|
91.3 |
|
| Total revenue |
|
128.9 |
|
|
153.0 |
|
|
404.7 |
|
|
428.0 |
|
|
|
|
|
|
|
|
|
|
| Operating expenses |
|
|
|
|
|
|
|
|
| Cost of services (exclusive of depreciation and amortization): |
|
|
|
|
|
|
|
|
| High Specification Rigs |
|
65.2 |
|
|
67.2 |
|
|
204.0 |
|
|
198.8 |
|
| Wireline Services |
|
18.6 |
|
|
27.6 |
|
|
59.6 |
|
|
84.4 |
|
| Processing Solutions and Ancillary Services |
|
25.3 |
|
|
27.2 |
|
|
75.9 |
|
|
72.8 |
|
| Total cost of services |
|
109.1 |
|
|
122.0 |
|
|
339.5 |
|
|
356.0 |
|
| General and administrative |
|
6.6 |
|
|
7.1 |
|
|
20.7 |
|
|
20.7 |
|
| Depreciation and amortization |
|
11.0 |
|
|
11.1 |
|
|
32.5 |
|
|
33.3 |
|
| Impairment of assets |
|
— |
|
|
— |
|
|
0.4 |
|
|
— |
|
| Gain on sale of assets |
|
(0.4) |
|
|
(0.1) |
|
|
(0.6) |
|
|
(1.7) |
|
| Total operating expenses |
|
126.3 |
|
|
140.1 |
|
|
392.5 |
|
|
408.3 |
|
|
|
|
|
|
|
|
|
|
| Operating income |
|
2.6 |
|
|
12.9 |
|
|
12.2 |
|
|
19.7 |
|
|
|
|
|
|
|
|
|
|
| Other income and expenses |
|
|
|
|
|
|
|
|
| Interest expense, net |
|
0.4 |
|
|
0.7 |
|
|
1.0 |
|
|
2.1 |
|
|
|
|
|
|
|
|
|
|
| Other income, net |
|
(0.3) |
|
|
— |
|
|
(1.9) |
|
|
— |
|
| Total other expenses (income), net |
|
0.1 |
|
|
0.7 |
|
|
(0.9) |
|
|
2.1 |
|
|
|
|
|
|
|
|
|
|
| Income before income tax expense |
|
2.5 |
|
|
12.2 |
|
|
13.1 |
|
|
17.6 |
|
| Income tax expense |
|
1.3 |
|
|
3.5 |
|
|
4.0 |
|
|
5.0 |
|
| Net income |
|
1.2 |
|
|
8.7 |
|
|
9.1 |
|
|
12.6 |
|
|
|
|
|
|
|
|
|
|
| Income per common share |
|
|
|
|
|
|
|
|
| Basic |
|
0.06 |
|
$ |
0.39 |
|
|
$0.41 |
|
$ |
0.56 |
|
| Diluted |
|
0.05 |
|
0.39 |
|
$0.40 |
|
$ |
0.55 |
|
| Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
| Basic |
|
21,769,012 |
|
|
22,241,847 |
|
|
22,208,218 |
|
|
22,608,796 |
|
| Diluted |
|
22,082,764 |
|
|
22,494,453 |
|
|
22,520,080 |
|
|
22,731,259 |
|
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
RANGER ENERGY SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(in millions, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2025 |
2024 |
2025 |
2024 |
|
2025 |
2024 |
2025 |
2024 |
|
Quantity |
Amount |
|
Quantity |
Amount |
| Shares, Class A Common Stock |
|
|
|
|
|
|
|
|
|
| Balance, beginning of period |
26,392,290 |
|
26,087,524 |
$ |
0.3 |
|
$ |
0.3 |
|
|
26,130,574 |
|
25,756,017 |
$ |
0.3 |
|
$ |
0.3 |
|
| Issuance of shares under share-based compensation plans |
43,372 |
|
44,387 |
— |
|
— |
|
|
438,846 |
|
527,717 |
— |
|
— |
|
| Shares withheld for taxes on equity transactions |
(562) |
|
(9,071) |
— |
|
— |
|
|
(134,320) |
|
(160,894) |
|
— |
|
— |
|
| Balance, end of period |
26,435,100 |
|
26,122,840 |
|
$ |
0.3 |
|
$ |
0.3 |
|
|
26,435,100 |
|
26,122,840 |
|
$ |
0.3 |
|
$ |
0.3 |
|
|
|
|
|
|
|
|
|
|
|
| Treasury Stock |
|
|
|
|
|
|
|
|
|
| Balance, beginning of period |
(4,155,728) |
|
(3,722,428) |
|
$ |
(41.9) |
|
$ |
(36.9) |
|
|
(3,877,628) |
|
(2,357,328) |
|
$ |
(38.6) |
|
$ |
(23.1) |
|
| Repurchase of Class A Common Stock |
(667,500) |
|
(155,200) |
|
(8.3) |
|
(1.7) |
|
|
(945,600) |
|
(1,520,300) |
|
(11.6) |
|
(15.5) |
|
| Balance, end of period |
(4,823,228) |
|
(3,877,628) |
|
$ |
(50.2) |
|
$ |
(38.6) |
|
|
(4,823,228) |
|
(3,877,628) |
|
$ |
(50.2) |
|
$ |
(38.6) |
|
|
|
|
|
|
|
|
|
|
|
| Retained Earnings |
|
|
|
|
|
|
|
|
|
| Balance, beginning of period |
|
|
$ |
47.3 |
|
$ |
30.0 |
|
|
|
|
$ |
42.2 |
|
$ |
28.4 |
|
| Net income |
|
|
1.2 |
|
8.7 |
|
|
|
|
9.1 |
|
12.6 |
|
| Dividends declared |
|
|
(1.3) |
|
(1.2) |
|
|
|
|
(4.1) |
|
(3.5) |
|
| Balance, end of period |
|
|
$ |
47.2 |
|
$ |
37.5 |
|
|
|
|
$ |
47.2 |
|
$ |
37.5 |
|
|
|
|
|
|
|
|
|
|
|
| Additional paid-in capital |
|
|
|
|
|
|
|
|
|
| Balance, beginning of period |
|
|
$ |
271.2 |
|
$ |
267.1 |
|
|
|
|
$ |
269.9 |
|
$ |
266.2 |
|
| Equity based compensation |
|
|
1.6 |
|
1.4 |
|
|
|
|
4.8 |
|
4.0 |
|
| Shares withheld for taxes for equity compensation |
|
|
(0.1) |
|
(0.1) |
|
|
|
|
(2.0) |
|
(1.8) |
|
| Balance, end of period |
|
|
$ |
272.7 |
|
$ |
268.4 |
|
|
|
|
$ |
272.7 |
|
$ |
268.4 |
|
|
|
|
|
|
|
|
|
|
|
| Total shareholders’ equity |
|
|
|
|
|
|
|
|
|
| Balance, beginning of period |
|
|
$ |
276.9 |
|
$ |
260.5 |
|
|
|
|
$ |
273.8 |
|
$ |
271.8 |
|
| Net income |
|
|
1.2 |
|
8.7 |
|
|
|
|
9.1 |
|
12.6 |
|
| Dividends declared |
|
|
(1.3) |
|
(1.2) |
|
|
|
|
(4.1) |
|
(3.5) |
|
| Equity based compensation |
|
|
1.6 |
|
1.4 |
|
|
|
|
4.8 |
|
4.0 |
|
| Shares withheld for taxes for equity compensation |
|
|
(0.1) |
|
(0.1) |
|
|
|
|
(2.0) |
|
(1.8) |
|
| Repurchase of Class A Common Stock |
|
|
(8.3) |
|
(1.7) |
|
|
|
|
(11.6) |
|
(15.5) |
|
| Balance, end of period |
|
|
$ |
270.0 |
|
$ |
267.6 |
|
|
|
|
$ |
270.0 |
|
$ |
267.6 |
|
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
RANGER ENERGY SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
2025 |
|
2024 |
| Cash Flows from Operating Activities |
|
|
|
|
| Net income |
|
$ |
9.1 |
|
|
$ |
12.6 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
32.5 |
|
|
33.3 |
|
| Equity based compensation |
|
4.9 |
|
|
4.2 |
|
| Gain on sale of assets |
|
(0.6) |
|
|
(1.7) |
|
| Deferred income tax expense |
|
3.6 |
|
|
4.7 |
|
| Impairment of assets |
|
0.4 |
|
|
— |
|
|
|
|
|
|
| Other expenses |
|
2.0 |
|
|
0.6 |
|
| Changes in operating assets and liabilities |
|
|
|
|
| Accounts receivable, net |
|
(6.0) |
|
|
3.3 |
|
| Contract assets |
|
1.0 |
|
|
(6.0) |
|
| Inventory |
|
(0.1) |
|
|
0.6 |
|
| Prepaid expenses and other current assets |
|
3.6 |
|
|
3.6 |
|
| Other assets |
|
1.7 |
|
|
1.4 |
|
| Accounts payable |
|
(2.9) |
|
|
(1.5) |
|
| Accrued expenses |
|
(2.6) |
|
|
(2.5) |
|
| Other current liabilities |
|
(1.8) |
|
|
(1.9) |
|
| Other long-term liabilities |
|
0.1 |
|
|
1.1 |
|
| Net cash provided by operating activities |
|
44.9 |
|
|
51.8 |
|
|
|
|
|
|
| Cash Flows from Investing Activities |
|
|
|
|
| Purchase of property and equipment |
|
(19.1) |
|
|
(28.7) |
|
| Proceeds from disposal of property and equipment |
|
1.6 |
|
|
1.5 |
|
|
|
|
|
|
| Net cash used in investing activities |
|
(17.5) |
|
|
(27.2) |
|
|
|
|
|
|
| Cash Flows from Financing Activities |
|
|
|
|
| Borrowings under Revolving Credit Facility |
|
0.3 |
|
|
25.3 |
|
| Principal payments on Revolving Credit Facility |
|
(0.3) |
|
|
(25.3) |
|
| Principal payments on financing lease obligations |
|
(5.1) |
|
|
(4.2) |
|
| Principal payments on other financing liabilities |
|
(0.5) |
|
|
(0.5) |
|
| Dividends paid to Class A Common Stock shareholders |
|
(4.1) |
|
|
(3.4) |
|
| Shares withheld for equity compensation |
|
(1.9) |
|
|
(1.8) |
|
| Payments on Other Installment Purchases |
|
— |
|
|
(0.1) |
|
| Repurchase of Class A Common Stock |
|
(11.5) |
|
|
(15.5) |
|
| Net cash used in financing activities |
|
(23.1) |
|
|
(25.5) |
|
|
|
|
|
|
| Increase (decrease) in cash and cash equivalents |
|
4.3 |
|
|
(0.9) |
|
| Cash and cash equivalents, Beginning of Period |
|
40.9 |
|
|
15.7 |
|
| Cash and cash equivalents, End of Period |
|
45.2 |
|
|
$ |
14.8 |
|
|
|
|
|
|
| Supplemental Cash Flow Information |
|
|
|
|
| Interest paid |
|
1.5 |
|
|
$ |
1.4 |
|
| Supplemental Disclosure of Non-cash Investing and Financing Activities |
|
|
|
|
| Capital expenditures included in accounts payable and accrued liabilities |
|
0.1 |
|
|
$ |
0.6 |
|
| Additions to fixed assets through installment purchases and financing leases |
|
(4.2) |
|
|
$ |
(5.0) |
|
| Additions to fixed assets through asset trades |
|
(1.6) |
|
|
$ |
(4.4) |
|
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
RANGER ENERGY SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 — Organization and Business Operations
Business
Ranger Energy Services, Inc. (“Ranger, Inc.,” “Ranger,” “we,” “us,” “our” or the “Company”) is a provider of onshore high specification well service rigs, wireline services, and additional processing solutions and ancillary services in the United States (“U.S.”). The Company provides an extensive range of well site services to leading U.S. E&P companies that are fundamental to establishing and maintaining the flow of oil and natural gas throughout the productive life of a well.
Our service offerings consist of well completion support, workover, well maintenance, wireline, and other complementary services, as well as 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 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 complementary services often utilized in conjunction with our High Specification Rigs and Wireline Services segments. These services primarily include equipment rentals, plug and abandonment, logistics, coil tubing, and processing solutions.
The Company’s operations take place in most of the active oil and natural gas basins in the U.S., including the Permian Basin, Denver-Julesburg Basin, Bakken Shale, Eagle Ford Shale, Haynesville, Gulf Coast, South Central Oklahoma Oil Province and Sooner Trend, Anadarko Basin, and Canadian and Kingfisher Counties plays.
Organization
Ranger, Inc. was incorporated as a Delaware corporation in February 2017. In conjunction with the initial public offering of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), which closed on August 16, 2017 (the “Offering”), and the corporate reorganization Ranger Inc. underwent in connection with the Offering, Ranger Inc. became a holding company, and its sole material assets consist of membership interests in RNGR Energy Services, LLC, a Delaware limited liability company (“Ranger LLC”). Ranger LLC owns all of the outstanding equity interests in Ranger Energy Services, LLC (“Ranger Services”) and Torrent Energy Services, LLC (“Torrent Services”), and the other subsidiaries through which it operates its assets. Ranger LLC is the sole managing member of Ranger Services and Torrent Services, and is responsible for all operational, management and administrative decisions relating to Ranger Services, its subsidiaries, and Torrent Services’ business and consolidates the financial results of Ranger Services, its subsidiaries, and Torrent Services.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and the SEC instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures have been condensed or omitted. The Condensed Consolidated Financial Statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the results of operations for the interim periods. These interim financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in the Annual Report. Interim results for the periods presented may not be indicative of results that will be realized for future periods.
Significant Accounting Policies
The Company’s significant accounting policies are disclosed in Note 2 — Summary of Significant Accounting Policies of the Annual Report.
Use of Estimates
The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Management uses historical and other pertinent information to determine these estimates. Actual results could differ from such estimates.
Areas where critical accounting estimates are made by management include:
•Depreciation and amortization of property and equipment and intangible assets;
•Impairment of property and equipment and intangible assets;
•Collectability of accounts receivable and estimates of allowance for credit losses;
•Income taxes; and
•Equity-based compensation.
New Accounting Pronouncements
Recently adopted accounting standards
In November 2023, the FASB issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption was permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company adopted this standard on December 31, 2024 within “Part II, Item 8. Financial Statements and Supplementary Data—Note 16 — Segment Reporting” of the Annual Report.
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company adopted this standard on a prospective basis on December 31, 2024 within “Part II, Item 8. Financial Statements and Supplementary Data—Note 12 — Income Taxes” of the Annual Report.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. In January 2025, the FASB issued Accounting Standards Update 2025-01—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the effective date, which only impacts public business entities with non-calendar year-end reporting periods. As such, the original effective date pronounced in ASU 2024-03 remains applicable for Ranger. Based on both the ASU 2024-03 and subsequent clarification in ASU 2025-01, early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
In July 2025, the FASB issued Accounting Standards Update No. 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers.
Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
Note 3 — Correction of an Immaterial Error
During the three months ended September 30, 2025, the Company completed a full physical inventory count and obsolescence review for the Wireline Services segment. As a result of this review, the Company recorded the cumulative impacts of inventory adjustments totaling $1.6 million. In accordance with Financial Accounting Standards Board ASC 250, Accounting Changes and Error Corrections, the Company evaluated the materiality of the errors from quantitative and qualitative perspectives and concluded that the errors were immaterial to the Company’s prior period interim and annual consolidated financial statements. Because these errors were not material to any prior period interim or annual financial statements, no amendments to previously filed interim or annual periodic reports are required. The Company recognized the cumulative effect of the error on prior periods by recording during the three months ended and as of, September 30, 2025, (i) $1.6 million of cost of services in the Condensed Consolidated Statement of Operations to reflect the cumulative adjustments primarily related to obsolescence and write-off of inventory determined to have no net realizable value, and (ii) $1.6 million reduction of inventory in the Condensed Consolidated Balance Sheet. Management has implemented procedures to strengthen internal controls over inventory disposal tracking and reconciliation.
Note 4 — Assets Held for Sale
Assets held for sale include the net book value of assets the Company plans to sell within the next 12 months and are primarily related to excess non-working assets. Long-lived assets that meet the held for sale criteria are held for sale and reported at the lower of their carrying value or fair value less estimated costs to sell.
As of September 30, 2025, the Company classified $0.4 million of idle high specification rigs within our broader rig portfolio as held for sale as they are being actively marketed, as compared to $0.6 million of land and buildings held for sale as of September 30, 2024.
For the nine months ended September 30, 2025 and 2024, the Company recognized a net gain on assets previously held in Property and equipment of $0.6 million and a net gain on assets previously held for sale of $1.7 million, respectively, which is shown on the Condensed Consolidated Statements of Operations.
During the nine months ended September 30, 2025, the Company reclassified certain well service rigs with a carrying value of $0.3 million from Assets Held for Sale back to Property and Equipment, net, as the criteria for classification as held for sale under ASC 360-10-45-9 were no longer met. The Company believes these assets may have use in future operations and are no longer actively marketing them. Depreciation on the reclassified rigs resumed prospectively beginning in July 2025.
Note 5 — Property and Equipment, Net
Property and equipment, net include the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Useful Life (years) |
|
September 30, 2025 |
|
December 31, 2024 |
| High specification rigs |
|
15 |
|
$ |
157.5 |
|
|
$ |
150.2 |
|
| Machinery and equipment |
|
3 - 30 |
|
218.7 |
|
|
216.0 |
|
| Vehicles |
|
3 - 15 |
|
52.4 |
|
|
55.1 |
|
| Other property and equipment |
|
5 - 25 |
|
21.6 |
|
|
21.4 |
|
| Property and equipment |
|
|
|
450.2 |
|
|
442.7 |
|
| Less: accumulated depreciation |
|
|
|
(246.5) |
|
|
(229.0) |
|
| Construction in progress |
|
|
|
11.2 |
|
|
10.6 |
|
| Property and equipment, net |
|
|
|
$ |
214.9 |
|
|
$ |
224.3 |
|
Depreciation expense was $10.8 million and $10.9 million for the three months ended September 30, 2025 and 2024, respectively, and $31.9 million and $32.7 million for the nine months ended September 30, 2025 and 2024.
Note 6 — Intangible Assets, Net
Definite lived intangible assets are comprised of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Useful Life (years) |
|
September 30, 2025 |
|
December 31, 2024 |
| Customer relationships |
|
10-18 |
|
$ |
11.4 |
|
|
$ |
11.4 |
|
| Less: accumulated amortization |
|
|
|
(6.4) |
|
|
(5.8) |
|
| Intangible assets, net |
|
|
|
$ |
5.0 |
|
|
$ |
5.6 |
|
Amortization expense was $0.2 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively and $0.6 million and $0.6 million for the nine months ended September 30, 2025 and 2024. Amortization expense for the future periods is expected to be as follows (in millions):
|
|
|
|
|
|
|
|
|
| For the twelve months ending September 30, |
|
Amount |
| 2026 |
|
$ |
0.7 |
|
| 2027 |
|
0.7 |
|
| 2028 |
|
0.5 |
|
| 2029 |
|
0.5 |
|
| 2030 |
|
0.5 |
|
| Thereafter |
|
2.1 |
|
| Total |
|
$ |
5.0 |
|
Note 7 — Accrued Expenses
Accrued expenses include the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025 |
|
December 31, 2024 |
| Accrued payables |
|
$ |
9.9 |
|
|
$ |
7.7 |
|
| Accrued compensation |
|
10.9 |
|
|
15.6 |
|
| Accrued taxes |
|
1.4 |
|
|
2.2 |
|
| Accrued insurance |
|
3.3 |
|
|
2.7 |
|
| Accrued expenses |
|
$ |
25.5 |
|
|
$ |
28.2 |
|
Note 8 — Leases
Operating Leases
The Company has operating leases, primarily for real estate and equipment, with terms that vary from one to nine years, included in operating lease costs in the table below. The operating leases are included in Short-term lease liability and Long-term lease liability in the Condensed Consolidated Balance Sheets.
Lease costs associated with yard and field offices are included in cost of services and executive offices are included in general and administrative costs in the Condensed Consolidated Statements of Operations. Lease costs and other information related to operating leases for the three and nine months ended September 30, 2025 and 2024, are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Short-term lease costs |
|
$ |
3.2 |
|
|
$ |
3.5 |
|
|
$ |
10.4 |
|
|
$ |
9.6 |
|
| Operating lease costs |
|
$ |
0.8 |
|
|
$ |
0.8 |
|
|
$ |
2.4 |
|
|
$ |
2.4 |
|
| Operating cash outflows from operating leases |
|
$ |
0.9 |
|
|
$ |
0.8 |
|
|
$ |
2.6 |
|
|
$ |
2.4 |
|
|
|
|
|
|
|
|
|
|
| Weighted average remaining lease term |
|
|
|
|
|
1.5 years |
|
2.9 years |
| Weighted average discount rate |
|
|
|
|
|
8.1 |
% |
|
8.1 |
% |
As of September 30, 2025, aggregate future minimum lease payments under operating leases are as follows (in millions):
|
|
|
|
|
|
|
|
|
For the twelve months ending September 30, |
|
Total |
| 2026 |
|
$ |
3.2 |
|
| 2027 |
|
2.5 |
|
| 2028 |
|
0.4 |
|
| 2029 |
|
0.1 |
|
|
|
|
|
|
|
| Total future minimum lease payments |
|
6.2 |
|
| Less: amount representing interest |
|
(0.5) |
|
| Present value of future minimum lease payments |
|
5.7 |
|
| Less: current portion of operating lease obligations |
|
(2.9) |
|
| Long-term portion of operating lease obligations |
|
$ |
2.8 |
|
On February 1, 2025 the Company entered into an agreement to sublease a 38,033 square foot property located in Midland, Texas. The sublease will cover the remaining term of the head lease for the property with no renewal options, ending September 30, 2027. Sublease income will be reported separately from the operating lease expense as part of other income. The Company recognized an impairment to the right of use asset associated with this operating lease of $0.4 million, in accordance with ASC 360-10 on February 1, 2025. The fair value of the right of use asset was measured as the present value of the future sublease cash flows using the Company’s incremental borrowing rate.
Certain of the Company’s customer agreements to construct and operate hybrid rigs (“ECHO Rigs”), contain an operating lease component under ASC 842, Leases. A contract is considered to contain a lease when (i) it specifies identified assets, (ii) the customer obtains substantially all of the economic benefits from those assets during the period of use, and (iii) the customer directs the use of the assets during the period of use. The Company has elected the lessor practical expedient to combine lease and non-lease components when (a) the revenue recognition pattern is the same and (b) the lease component, if accounted for separately, would be classified as an operating lease. When non-lease component is the predominant element, the combined component is accounted for under ASC 606, Revenue from Contracts with Customers.
Finance Leases
The Company leases certain assets, primarily automobiles, under finance leases with terms that are generally three to five years. The assets and liabilities under finance leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the assets. The assets are amortized over the shorter of the estimated useful lives or over the lease term. The finance leases are included in Property and equipment, net, Short-term lease liability and Long-term lease liability in the Condensed Consolidated Balance Sheets.
Lease costs and other information related to finance leases for the three and nine months ended September 30, 2025 and 2024, are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Amortization of finance leases |
|
$ |
1.7 |
|
|
$ |
1.5 |
|
|
$ |
5.1 |
|
|
$ |
4.2 |
|
| Interest on lease liabilities |
|
$ |
0.6 |
|
|
$ |
0.6 |
|
|
$ |
1.8 |
|
|
$ |
1.7 |
|
| Financing cash outflows from finance leases |
|
$ |
1.7 |
|
|
$ |
1.6 |
|
|
$ |
5.1 |
|
|
$ |
4.2 |
|
|
|
|
|
|
|
|
|
|
| Weighted average remaining lease term |
|
|
|
|
|
2.0 years |
|
2.2 years |
| Weighted average discount rate |
|
|
|
|
|
6.5 |
% |
|
6.5 |
% |
As of September 30, 2025, aggregate future minimum lease payments under finance leases are as follows (in millions):
|
|
|
|
|
|
|
|
|
| For the twelve months ending September 30, |
|
Total |
| 2026 |
|
$ |
6.7 |
|
| 2027 |
|
5.7 |
|
| 2028 |
|
3.1 |
|
| 2029 |
|
0.7 |
|
|
|
|
|
|
|
| Total future minimum lease payments |
|
16.2 |
|
| Less: amount representing interest and fees |
|
(2.0) |
|
| Present value of future minimum lease payments |
|
14.2 |
|
| Less: current portion of finance lease obligations |
|
(5.6) |
|
| Long-term portion of finance lease obligations |
|
$ |
8.6 |
|
Note 9 — Other Financing Liabilities
The Company has sale, lease-back agreements for land and certain other fixed assets with terms that vary from 18 months to 13 years. The sales did not qualify for sale accounting, therefore these leases were classified as finance leases and no gain or loss was recorded. The net book value of the assets remained in Property and equipment, net and are depreciating over their original useful lives.
As of September 30, 2025, aggregate future lease payments of the financing liabilities are as follows (in millions):
|
|
|
|
|
|
|
|
|
For the twelve months ending September 30, |
|
Total |
| 2026 |
|
$ |
0.7 |
|
| 2027 |
|
0.8 |
|
| 2028 |
|
0.8 |
|
| 2029 |
|
0.9 |
|
| 2030 |
|
0.9 |
|
| Thereafter |
|
6.4 |
|
| Total future minimum lease payments |
|
$ |
10.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 10 — Debt
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 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 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 Wells Fargo 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 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 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 nine 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.
Note 11 — Equity
Equity-Based Compensation
In 2017, the Company adopted the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan (the “2017 Plan”). The Company has granted shares of restricted stock (“restricted shares” or “RSAs”), restricted stock units (“restricted units” or “RSUs”), and performance-based restricted stock units (“performance stock units” or “PSUs”) under the 2017 Plan.
Restricted Stock Awards
While the Company has historically granted RSAs, which generally vest in three equal annual installments following the year in which they were granted, during the nine months ended September 30, 2025, the Company did not grant any RSAs. As of September 30, 2025, there was an aggregate of $2.2 million of unrecognized expense related to RSAs issued, which is expected to be recognized over a weighted average period of 1.3 years.
Restricted Stock Units
Beginning in 2025, the Company stopped issuing RSAs and began issuing RSUs to certain employees in lieu of RSAs. These employee RSUs generally vest in three equal annual installments, with the first installment occurring on March 14, 2026. In addition, the Company began granting RSUs in 2024 to certain non-employee directors, which vest on the first anniversary of the date of the grant. During the nine months ended September 30, 2025, the Company granted approximately 238,300 RSUs to employees with an approximated aggregate value of $4.1 million and 40,700 RSUs to non-employee directors with an aggregate value of $0.5 million. As of September 30, 2025, there was an aggregate of $3.7 million of unrecognized expense related to RSUs issued to employees and non-employee directors, which is expected to be recognized over a weighted average period of 2.2 years.
Certain non-employee directors may elect for a portion of their RSUs to settle in the form of restricted cash units (“RCUs”), which vest on the same schedule as the originally granted RSUs.
RCUs are cash-settled with the value of each vested RCU equal to the closing price per share of our Class A Common Stock on the vesting date. The Company determined that RCUs are in-substance liabilities accounted for as liability instruments in accordance with ASC 718, Compensation—Stock Compensation, due to this cash settlement feature. RCUs are remeasured based on the closing price per share of the Company’s Class A Common Stock at the end of each reporting period. During the nine months ended September 30, 2025, the Company granted approximately 12,900 RCUs to non-employee directors. As of September 30, 2025, the liability associated with unvested RCUs was $0.1 million, which is included in Accrued expenses in the Condensed Consolidated Balance Sheets.
Performance Stock Units
The performance criteria applicable to performance stock units that have been granted by the Company are based on relative total shareholder return, which measures the Company’s total shareholder return as compared to the total shareholder return of a designated peer group, and absolute total shareholder return. Generally, the performance stock units are subject to a three-year performance period.
During the nine months ended September 30, 2025, the Company granted approximately 136,000 target shares of market-based performance stock units, of which 68,000 were granted at a relative grant date fair value of approximately $22.46 per share and 68,000 were granted at an absolute grant date fair value of approximately $18.24 per share.
Shares granted during the nine months ended September 30, 2025 are expected to vest (if at all) following the completion of the applicable performance period on December 31, 2027. As of September 30, 2025, there was an aggregate of $3.4 million of unrecognized compensation cost related to performance stock units, which is expected to be recognized over a weighted average period of 1.3 years.
Effective March 3, 2025, the Company modified the absolute total shareholder return calculation for grants made to three grantees in 2023 and 2024 to include dividends in the calculation of absolute shareholder return. The total incremental compensation cost resulting from this modification was $0.1 million.
Share Repurchases
In March 2023, the Company announced a share repurchase program allowing the Company to purchase Class A Common Stock held by non-affiliates, not to exceed $35.0 million in aggregate value. On March 4, 2024, the Company announced that its 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. Share repurchases may take place in any transaction form as allowable by the SEC. Approval of the program by the Board of Directors of the Company is specific for the next 36 months allowing the Company to utilize the expanded $50 million of approved capacity through March 4, 2027.
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.
Dividends
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 paid dividend distributions totaling $4.1 million 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.
Note 12 — Risk Concentrations
Customer Concentrations
During the three months ended September 30, 2025, three customers accounted for approximately 27%, 24%, and 12%, respectively, of the Company’s consolidated revenues. These customers contributed 45% of the revenue for high specification rigs, 3% for wireline services, and 15% for processing solutions and ancillary services. During the nine months ended September 30, 2025, three customers accounted for approximately 28%, 21%, and 11%, respectively, of the Company’s consolidated revenues. These customers contributed 45% of the revenue for high specification rigs, 3% for wireline services, and 15% for processing solutions and ancillary services. As of September 30, 2025, approximately 60% of the net accounts receivable balance, in aggregate, was due from these customers.
During the three and nine months ended September 30, 2024, three customers accounted for approximately 18%, 11% and 10%, respectively, of the Company’s consolidated revenues. For the three months ended September 30, 2024, these customers contributed 54% of the revenue for high specification rigs, 18% for wireline services, and 22% for processing solutions and ancillary services. During the nine months ended September 30, 2024, these customers contributed 51% of the revenue for high specification rigs, 13% for wireline services, and 24% for processing solutions and ancillary services. As of September 30, 2024, approximately 41% of the net accounts receivable balance, in aggregate, was due from these customers.
Note 13 — Income Taxes
Effective Tax Rate
The Company is a corporation and is subject to U.S. federal income tax. The Company uses an estimated annual effective tax rate for purposes of determining the income tax provision during interim reporting periods. In calculating the estimated annual effective tax rate, the Company considers forecasted annual pre-tax income and estimated permanent book versus tax differences. Adjustments to the effective tax rate and other income tax related estimates could occur during the year as information and assumptions change which could include, but are not limited to, changes to forecasted amounts, estimates of permanent book versus tax differences, and changes to tax laws and rates. The effective U.S. federal income tax rate applicable to the Company for the nine months ended September 30, 2025 and 2024 was 30.5% and 29.0%, respectively. The Company is subject to the Texas Margin Tax, which requires tax payments at a maximum statutory effective rate of 0.75% on the taxable margin of each taxable entity that does business in Texas.
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus deprecation, domestic research cost expensing, and the business interest expense limitation. ASC 740, "Income Taxes", requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. As a result, the Company is evaluating the legislation and will identify any changes required to its financial statements although we do not anticipate these changes will materially impact the provision for income taxes.
Tax Attributes
Historically, utilization of a portion of the Company's net operating loss carryforwards has been subject to limitations of utilization under Section 382 of the Internal Revenue Code of 1986 (“Section 382”), as amended. The Company incurred an ownership change, triggering another Section 382 loss limitation, during the three months ended June 30, 2023.
As the Company continues to experience increasing profits and no longer has a trailing 3-year cumulative taxable loss, we currently believe that it is more likely than not to fully utilize all deferred tax assets including those associated with the net operating loss carry-forward. Accordingly, the Company released all valuation allowances previously recorded resulting in a discrete tax benefit for the period ended September 30, 2023.
Other Tax Matters
Total income tax expense for the nine months ended September 30, 2025 differed from amounts computed by applying the U.S. federal statutory tax rates to pre-tax income or loss primarily due to the impact of state income taxes as well as certain non-deductible expenses.
The Company qualified for federal government assistance through employee retention credit ("ERC") provisions of the Consolidated Appropriations Act of 2021. As previously reported, the Company filed amended tax returns with the Internal Revenue Service ("IRS") claiming a refund of certain payroll taxes from 2020 and 2021. As of September 30, 2025, the Company has received a portion of the total claim in cash payments and recognized this amount in Other income within the Consolidated Statement of Operations. The Company has not recognized any receivable for the remaining claimed amount and plans to record the impact of such claims in the period refunds are received.
The Company is subject to the following material taxing jurisdictions: the United States and Texas. As of September 30, 2025, the Company has no current tax years under audit. The Company remains subject to examination for federal income taxes and state income taxes for tax years 2021 through 2024.
The Company has evaluated all tax positions for which the statute of limitations remains open and believes that the material positions taken would more likely than not be sustained upon examination. Therefore, as of September 30, 2025, the Company had not established any reserves for, nor recorded any unrecognized benefits related to, uncertain tax positions.
Note 14 — Earnings per Share
Earnings per share is based on the amount of earnings allocated to the shareholders and the weighted average number of shares outstanding during the period for each class of Common Stock. The numerator and denominator used to compute earnings per share were as follows (in millions, except share and per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Income (numerator): |
|
|
|
|
|
|
|
|
| Basic: |
|
|
|
|
|
|
|
|
| Income attributable to Ranger Energy Services, Inc. |
|
$ |
1.2 |
|
|
$ |
8.7 |
|
|
$ |
9.1 |
|
|
$ |
12.6 |
|
| Net income attributable to Class A Common Stock |
|
$ |
1.2 |
|
|
$ |
8.7 |
|
|
$ |
9.1 |
|
|
$ |
12.6 |
|
|
|
|
|
|
|
|
|
|
| Diluted: |
|
|
|
|
|
|
|
|
| Income attributable to Ranger Energy Services, Inc. |
|
$ |
1.2 |
|
|
$ |
8.7 |
|
|
$ |
9.1 |
|
|
$ |
12.6 |
|
| Net income attributable to Class A Common Stock |
|
$ |
1.2 |
|
|
$ |
8.7 |
|
|
$ |
9.1 |
|
|
$ |
12.6 |
|
|
|
|
|
|
|
|
|
|
| Weighted average shares (denominator): |
|
|
|
|
|
|
|
|
| Weighted average number of shares - basic |
|
21,769,012 |
|
|
22,241,847 |
|
|
22,208,218 |
|
|
22,608,796 |
|
| Effect of share-based awards |
|
313,752 |
|
|
252,606 |
|
|
311,862 |
|
|
122,463 |
|
| Weighted average number of shares - diluted |
|
22,082,764 |
|
|
22,494,453 |
|
|
22,520,080 |
|
|
22,731,259 |
|
|
|
|
|
|
|
|
|
|
| Basic income per share |
|
$ |
0.06 |
|
|
$ |
0.39 |
|
|
$ |
0.41 |
|
|
$ |
0.56 |
|
| Diluted income per share |
|
$ |
0.05 |
|
|
$ |
0.39 |
|
|
$ |
0.40 |
|
|
$ |
0.55 |
|
Note 15 — Commitments and Contingencies
Legal Matters
From time to time, the Company is involved in various legal matters arising in the normal course of business. The Company does not believe that the ultimate resolution of these currently pending matters will have a material adverse effect on its condensed consolidated financial position or results of operations. We maintain insurance policies with insurers in amounts and with coverage and deductibles that we, with the advice of our insurance advisers and brokers, believe are reasonable and prudent. We cannot, however, assure you that this insurance will be adequate to protect us from all material expenses related to potential future claims for personal injury and property damage or that these levels of insurance will be available in the future at economical prices.
Note 16 — Segment Reporting
The Company’s operations are located in the United States and organized into three reportable segments: High Specification Rigs, Wireline Services, and Processing Solutions and Ancillary Services. 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. The reportable segments comprise the structure used by the Chief Operating Decision Maker (“CODM”) to make key operating decisions and assess performance during the years presented in the accompanying Consolidated Financial Statements. The Chief Executive Officer is regarded as the Company’s CODM. The primary profitability measurement used by the CODM to review segment operating results is Adjusted EBITDA. We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity-based compensation, gain or loss on sale of assets, acquisition related costs, severance and reorganization costs, 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. The CODM utilizes Adjusted EBITDA to allocate resources for each segment predominantly in the annual planning process and to monitor segment results compared to prior period, forecasted results, and the annual plan.
The reportable segments have been categorized based on services provided in each line of business. The tables below present the operating income (loss) measurement and Adjusted EBITDA, as the Company believes this is most consistent with the principles used in measuring the financial statements.
During the fourth quarter of 2022, the Company determined assets are routinely utilized across multiple segments and Management does not utilize the net property and equipment value as a metric to evaluate the profitability of the respective segments. Therefore, the net property and equipment values have been removed from the segment data presented below.
The following is a description of each operating segment:
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 complementary services often utilized in conjunction with our High Specification Rigs and Wireline Services segments. These services primarily include equipment rentals, 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.
Certain segment information for the three and nine months ended September 30, 2025 and 2024 is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High Specification Rigs |
|
Wireline Services |
|
Processing Solutions and Ancillary Services |
|
Other |
|
Total |
|
|
Three Months Ended September 30, 2025 |
| Revenue |
|
$ |
80.9 |
|
|
$ |
17.2 |
|
|
$ |
30.8 |
|
|
$ |
— |
|
|
$ |
128.9 |
|
| Employee expenses |
|
41.4 |
|
|
8.1 |
|
|
11.6 |
|
|
4.2 |
|
|
65.3 |
|
| Repair and maintenance |
|
8.2 |
|
|
1.6 |
|
|
3.5 |
|
|
— |
|
|
13.3 |
|
| Other segment items* |
|
15.6 |
|
|
8.9 |
|
|
10.2 |
|
|
2.4 |
|
|
37.1 |
|
| Depreciation and amortization |
|
5.7 |
|
|
2.8 |
|
|
2.1 |
|
|
0.4 |
|
|
11.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gain on sale of assets |
|
— |
|
|
— |
|
|
— |
|
|
(0.4) |
|
|
(0.4) |
|
| Operating income (loss) |
|
10.0 |
|
|
(4.2) |
|
|
3.4 |
|
|
(6.6) |
|
|
2.6 |
|
| Interest expense, net |
|
— |
|
|
— |
|
|
— |
|
|
0.4 |
|
|
0.4 |
|
| Income tax expense |
|
— |
|
|
— |
|
|
— |
|
|
1.3 |
|
|
1.3 |
|
| Other income |
|
— |
|
|
— |
|
|
— |
|
|
(0.3) |
|
|
(0.3) |
|
| Net income (loss) |
|
$ |
10.0 |
|
|
$ |
(4.2) |
|
|
$ |
3.4 |
|
|
$ |
(8.0) |
|
|
$ |
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
| Reconciliation of net income (loss) to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
| Capital expenditures |
|
$ |
4.3 |
|
|
$ |
0.8 |
|
|
$ |
1.9 |
|
|
$ |
— |
|
|
$ |
7.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High Specification Rigs |
|
Wireline Services |
|
Processing Solutions and Ancillary Services |
|
Other |
|
Total |
|
|
Nine Months Ended September 30, 2025 |
| Revenue |
|
$ |
254.7 |
|
|
$ |
56.5 |
|
|
$ |
93.5 |
|
|
$ |
— |
|
|
$ |
404.7 |
|
| Employee expenses |
|
131.3 |
|
|
27.1 |
|
|
35.3 |
|
|
13.2 |
|
|
206.9 |
|
| Repair and maintenance |
|
24.5 |
|
|
6.1 |
|
|
10.0 |
|
|
— |
|
|
40.6 |
|
| Other segment items* |
|
48.2 |
|
|
26.4 |
|
|
30.6 |
|
|
7.5 |
|
|
112.7 |
|
| Depreciation and amortization |
|
16.7 |
|
|
8.1 |
|
|
6.4 |
|
|
1.3 |
|
|
32.5 |
|
| Impairment of fixed assets |
|
— |
|
|
— |
|
|
— |
|
|
0.4 |
|
|
0.4 |
|
| Gain on sale of assets |
|
— |
|
|
— |
|
|
— |
|
|
(0.6) |
|
|
(0.6) |
|
| Operating income (loss) |
|
34.0 |
|
|
(11.2) |
|
|
11.2 |
|
|
(21.8) |
|
|
12.2 |
|
| Interest expense, net |
|
— |
|
|
— |
|
|
— |
|
|
1.0 |
|
|
1.0 |
|
| Income tax expense |
|
— |
|
|
— |
|
|
— |
|
|
4.0 |
|
|
4.0 |
|
| Other income |
|
— |
|
|
— |
|
|
— |
|
|
(1.9) |
|
|
(1.9) |
|
| Net income (loss) |
|
$ |
34.0 |
|
|
$ |
(11.2) |
|
|
$ |
11.2 |
|
|
$ |
(24.9) |
|
|
$ |
9.1 |
|
|
|
|
|
|
|
|
|
|
|
|
| Reconciliation of net income (loss) to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
| Capital expenditures |
|
$ |
18.8 |
|
|
$ |
0.8 |
|
|
$ |
5.2 |
|
|
$ |
— |
|
|
$ |
24.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_____________________________________
* Other Segment Items include Direct Materials, Subcontractor Expense, Reimbursable Expenses, Equipment Rentals, Fuel, Per Diem, Travel & Entertainment, Vehicles and Miscellaneous. These items, including Employee Expenses and Repair and Maintenance, are included in Cost of Services and General and Administrative expense in the Consolidated Statements of Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High Specification Rigs |
|
Wireline Services |
|
Processing Solutions and Ancillary Services |
|
Other |
|
Total |
|
|
Three Months Ended September 30, 2024 |
| Revenue |
|
$ |
86.7 |
|
|
$ |
30.3 |
|
|
$ |
36.0 |
|
|
$ |
— |
|
|
$ |
153.0 |
|
| Employee expenses |
|
43.3 |
|
|
12.4 |
|
|
12.1 |
|
|
4.7 |
|
|
72.5 |
|
| Repair and maintenance |
|
8.1 |
|
|
3.1 |
|
|
2.8 |
|
|
— |
|
|
14.0 |
|
| Other segment items* |
|
15.8 |
|
|
12.1 |
|
|
12.3 |
|
|
2.4 |
|
|
42.6 |
|
| Depreciation and amortization |
|
5.7 |
|
|
2.7 |
|
|
2.2 |
|
|
0.5 |
|
|
11.1 |
|
| Gain on sale of assets |
|
— |
|
|
— |
|
|
— |
|
|
(0.1) |
|
|
(0.1) |
|
| Operating income (loss) |
|
13.8 |
|
|
— |
|
|
6.6 |
|
|
(7.5) |
|
|
12.9 |
|
| Interest expense, net |
|
— |
|
|
— |
|
|
— |
|
|
0.7 |
|
|
0.7 |
|
| Income tax expense |
|
— |
|
|
— |
|
|
— |
|
|
3.5 |
|
|
3.5 |
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
|
$ |
13.8 |
|
|
$ |
— |
|
|
$ |
6.6 |
|
|
$ |
(11.7) |
|
|
$ |
8.7 |
|
|
|
|
|
|
|
|
|
|
|
|
| Reconciliation of net income (loss) to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
| Capital expenditures |
|
$ |
4.0 |
|
|
$ |
1.6 |
|
|
$ |
2.2 |
|
|
$ |
— |
|
|
$ |
7.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High Specification Rigs |
|
Wireline Services |
|
Processing Solutions and Ancillary Services |
|
Other |
|
Total |
|
|
Nine Months Ended September 30, 2024 |
| Revenue |
|
$ |
249.1 |
|
|
$ |
87.6 |
|
|
$ |
91.3 |
|
|
$ |
— |
|
|
$ |
428.0 |
|
| Employee expenses |
|
129.3 |
|
|
38.4 |
|
|
34.5 |
|
|
12.8 |
|
|
215.0 |
|
| Repair and maintenance |
|
22.6 |
|
|
8.8 |
|
|
7.8 |
|
|
— |
|
|
39.2 |
|
| Other segment items* |
|
46.9 |
|
|
37.2 |
|
|
30.5 |
|
|
7.9 |
|
|
122.5 |
|
| Depreciation and amortization |
|
16.9 |
|
|
8.7 |
|
|
6.2 |
|
|
1.5 |
|
|
33.3 |
|
| Gain on sale of assets |
|
— |
|
|
— |
|
|
— |
|
|
(1.7) |
|
|
(1.7) |
|
| Operating income (loss) |
|
33.4 |
|
|
(5.5) |
|
|
12.3 |
|
|
(20.5) |
|
|
19.7 |
|
| Interest expense, net |
|
— |
|
|
— |
|
|
— |
|
|
2.1 |
|
|
2.1 |
|
| Income tax expense |
|
— |
|
|
— |
|
|
— |
|
|
5.0 |
|
|
5.0 |
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
|
$ |
33.4 |
|
|
$ |
(5.5) |
|
|
$ |
12.3 |
|
|
$ |
(27.6) |
|
|
$ |
12.6 |
|
|
|
|
|
|
|
|
|
|
|
|
| Reconciliation of net income (loss) to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital expenditures |
|
$ |
20.0 |
|
|
$ |
3.9 |
|
|
$ |
13.6 |
|
|
$ |
— |
|
|
$ |
37.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_____________________________________
* Other Segment Items include Direct Materials, Subcontractor Expense, Reimbursable Expenses, Equipment Rentals, Fuel, Per Diem, Travel & Entertainment, Vehicles and Miscellaneous. These items, including Employee Expenses and Repair and Maintenance, are included in Cost of Services and General and Administrative expense in the Consolidated Statements of Operations.
Note 17 — Subsequent Events
On November 7, 2025 (the “Acquisition Date”), the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with American Well Holdings, LLC to acquire 100% of the ownership interests of American Well Intermediate Holdings, LLC, the sole owner of 100% of the ownership interests of American Well Services, LLC (the “AWS Acquisition”), which operates a fleet of high specification rigs and complimentary supporting equipment primarily within the Permian Basin. The estimated purchase price was approximately $90.5 million, subject to certain adjustments set forth in the Purchase Agreement, and includes $60.5 million in cash and 1,998,401 shares of Class A Common Stock. Pursuant to the Purchase Agreement, American Well Holdings, LLC will also be eligible to receive a $5 million contingent earnout payment based on the performance of the AWS Acquisition during the twelve months following the Acquisition Date. The cash portion was funded through borrowings under the Company’s Wells Fargo Revolving Credit Facility and available cash on hand. The results of operations for the acquisition will be included in the Company’s Condensed Consolidated Financial Statements from the Acquisition Date. The AWS Acquisition is expected to be accounted for as a business combination under the acquisition method in accordance with ASC 805. The initial accounting for the AWS Acquisition has not yet been completed.
On November 10, 2025, the Board of Directors declared a quarterly cash dividend of $0.06 per share payable December 5, 2025 to common stockholders of record at the close of business on November 21, 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.
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements are issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
September 30, |
|
Variance |
|
|
2025 |
|
2024 |
|
$ |
|
% |
| Revenue |
|
|
|
|
|
|
|
|
| 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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
|
September 30, |
|
Variance |
|
|
2025 |
|
2024 |
|
$ |
|
% |
| Revenue |
|
|
|
|
|
|
|
|
| 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 |
|
Wireline Services |
|
Processing Solutions and Ancillary Services |
|
Other |
|
Total |
|
|
Three Months Ended September 30, 2025 |
| 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 |
|
Wireline Services |
|
Processing Solutions and Ancillary Services |
|
Other |
|
Total |
|
|
Three Months Ended September 30, 2024 |
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High Specification Rigs |
|
Wireline Services |
|
Processing Solutions and Ancillary Services |
|
Other |
|
Total |
|
|
Variance ($) |
| 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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High Specification Rigs |
|
Wireline Services |
|
Processing Solutions and Ancillary Services |
|
Other |
|
Total |
|
TA |
Nine Months Ended September 30, 2025 |
| 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 |
|
Wireline Services |
|
Processing Solutions and Ancillary Services |
|
Other |
|
Total |
|
|
Nine Months Ended September 30, 2024 |
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High Specification Rigs |
|
Wireline Services |
|
Processing Solutions and Ancillary Services |
|
Other |
|
Total |
|
|
Variance ($) |
| 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
Change |
|
|
2025 |
|
2024 |
|
$ |
|
% |
|
|
(in millions) |
| 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.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
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.
Item 4. Controls and Procedures
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.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
Our operations are subject to a variety of risks and disputes normally incident to our business. As a result, we may, at any given time, be a defendant in various legal proceedings and litigation arising in the ordinary course of business. However, we are not currently subject to any material litigation and in the opinion of management, the outcome of any existing matters will not have a material adverse effect on the Company’s consolidated financial position or consolidated results of operations. We maintain insurance policies with insurers in amounts and with coverage and deductibles that we, with the advice of our insurance advisers and brokers, believe are reasonable and prudent. We cannot, however, assure you that this insurance will be adequate to protect us from all material expenses related to potential future claims for personal injury and property damage or that these levels of insurance will be available in the future at economical prices.
Item 1A. Risk Factors
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.
Item 2. Unregistered Sales of Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Issuer Purchases of Equity Securities
On March 7, 2023, the Company announced that its Board of Directors authorized a share repurchase program, allowing the Company to purchase currently outstanding Class A Common Stock held by non-affiliates, not to exceed $35.0 million in aggregate value. On March 4, 2024, the Company announced that its 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, allowing the Company to utilize the expanded $50.0 million of approved capacity through March 4, 2027. Share repurchases may take place from time to time on the open market or through privately negotiated transactions. The duration of the share repurchase program is 36 months and may be accelerated, suspended or discontinued at any time without notice.
The following table provides information with respect to Class A Common Stock purchases made by the Company during the three months ended September 30, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Period |
|
Total Number of Shares Repurchased (1) |
|
Average Price Paid Per Share |
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) |
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3) |
| July 1, 2025 - July 31, 2025 |
|
471,500 |
|
|
$ |
12.00 |
|
|
471,500 |
|
|
$ |
41,460,063 |
|
| August 1, 2025 - August 31, 2025 |
|
191,000 |
|
|
12.93 |
|
|
191,000 |
|
|
38,991,169 |
|
| September 1, 2025 - September 30, 2025 |
|
5,562 |
|
|
14.19 |
|
|
5,000 |
|
|
38,919,880 |
|
| Total |
|
668,062 |
|
|
$ |
12.28 |
|
|
667,500 |
|
|
$ |
38,919,880 |
|
_________________________
(1) Total number of shares repurchased during the third quarter of 2025 consists of 562 shares of Class A Common Stock, at an average price paid per share of $13.55, withheld by the Company in satisfaction of withholding taxes due upon the vesting of restricted shares granted to our employees under the Ranger Energy Services, Inc. 2017 Long-Term Incentive Plan and 667,500 shares of Class A Common Stock, at an average price paid per share of $12.28, repurchased pursuant to the repurchase program authorized by the Board of Directors.
(2) For the three months ended September 30, 2025, 667,500 shares of Class A Common Stock were repurchased for a total of $8.3 million, net of tax. 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.
(3) In March 2023, our Board of Directors approved a share repurchase program allowing the Company to purchase Class A Common Stock held by non-affiliates, not to exceed $35.0 million in aggregate value. On March 4, 2024, the Company announced that its 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. Share repurchases may take place in any transaction form as allowable by the SEC. Approval of the program by the Board of Directors of the Company is specific for 36 months allowing the Company to utilize the expanded $50 million of approved capacity through March 4, 2027. The program does not specify a maximum number of shares.
Item 5. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2025, none of the directors or executive officers of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K.
Item 6. Exhibits
The following exhibits are filed as part of this Quarterly Report.
|
|
|
|
|
|
|
|
|
| INDEX TO EXHIBITS |
Exhibit Number |
|
Description |
| 10.1* |
|
|
| 10.2* |
|
|
|
|
|
|
|
|
|
|
|
| 31.1* |
|
|
| 31.2* |
|
|
| 32.1** |
|
|
| 32.2** |
|
|
| 101.CAL* |
|
iXBRL Calculation Linkbase Document |
| 101.DEF* |
|
iXBRL Definition Linkbase Document |
| 101.INS* |
|
iXBRL Instance Document |
| 101.LAB* |
|
iXBRL Labels Linkbase Document |
| 101.PRE* |
|
iXBRL Presentation Linkbase Document |
| 101.SCH* |
|
iXBRL Schema Document |
| 104* |
|
Cover page interactive data file (formatted in iXBRL and contained in Exhibit 101) |
* Filed as an exhibit to this Quarterly Report on Form 10-Q.
** Furnished as an exhibit to this Quarterly Report on Form 10-Q.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
| Ranger Energy Services, Inc. |
|
|
|
|
|
|
|
|
| /s/ Melissa Cougle |
|
November 10, 2025 |
| Melissa Cougle |
|
Date |
| Executive Vice President and Chief Financial Officer |
|
|
| (Principal Financial Officer) |
|
|
EX-10.1
2
rngr-093025xex101.htm
EX-10.1
Document
RANGER ENERGY SERVICES, INC.
AMENDED AND RESTATED 2017 LONG TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT FOR DIRECTORS
|
|
|
|
|
|
|
|
|
Grant Date: |
[Grant Date] |
(the “Grant Date”) |
Name of Grantee: |
[Participant Name] |
(the “Grantee” or “you”) |
Number of Restricted Stock Units subject to Award: |
[Awards Granted] |
(the “RSUs”) |
This Restricted Stock Unit Agreement (“Agreement”) is made and entered into as of the Grant Date by and
between Ranger Energy Services, Inc., a Delaware corporation (the “Company”), and you.
WHEREAS, the Company adopted the Ranger Energy Services, Inc., Amended and Restated 2017 Long Term Incentive Plan (as amended from time to time, the “Plan”), under which the Company is authorized to grant equity-based awards to certain employees and service providers of the Company;
WHEREAS, the Company, in order to induce you to enter into and to continue and dedicate service to the Company and to materially contribute to the success of the Company, agrees to grant you this award of RSUs;
WHEREAS, you acknowledge that a copy of the Plan has been furnished to you and shall be deemed a part of this Agreement as if fully set forth herein and the terms capitalized but not defined herein shall have the meanings set forth in the Plan; and
WHEREAS, you desire to accept the award of RSUs granted pursuant to this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties agree as follows:
1. The Grant. Subject to the conditions set forth below, the Company hereby grants you, effective as of the Grant Date, as a matter of separate inducement and not in lieu of any salary or other compensation for your services for the Company, an award (the “Award”), consisting of the number of RSUs set forth above in accordance with the terms and conditions set forth herein and in the Plan. Each RSU represents the right to receive, as described herein, one share of Stock or a cash amount equal to the Fair Market Value of one share of Stock, as applicable.
2. Rights as a Stockholder; Dividend Equivalents.
(a) You shall have no rights as a stockholder of the Company with respect to any shares of Stock that may become deliverable hereunder unless and until you have become the holder of record of such shares of Stock, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares of Stock, except as otherwise specifically provided for in the Plan or this Agreement (including Section 2(b)).
(b) Each RSU subject to this Award is hereby granted in tandem with a corresponding dividend equivalent right (“DER”), which DER shall remain outstanding from the Date of Grant until the earlier of the settlement or forfeiture of the RSU to which the DER corresponds. Each vested DER entitles you to receive payments, subject to and in accordance with this Agreement, in an amount equal to any dividends paid by the Company in respect of the share of Stock underlying the RSU to which such DER relates. The Company shall establish, with respect to each RSU, a separate DER bookkeeping account for such RSU (a “DER Account”), which shall be credited (without interest) on the applicable dividend payment dates with an amount equal to any dividends paid during the period that such RSU remains outstanding with respect to the share of Stock underlying the RSU to which such DER relates. Upon the vesting of an RSU, the DER (and the DER Account) with respect to such vested RSU shall also become vested. Similarly, upon the forfeiture of a RSU, the DER (and the DER Account) with respect to such forfeited RSU shall also be forfeited. DERs shall not entitle you to any payments relating to dividends paid after the earlier to occur of the date that the applicable RSU is settled in accordance with Section 6 or the forfeiture of the RSU underlying such DER. Payments with respect to vested DERs shall be made as soon as practicable, and within 60 days, after the date that such DER vests. You shall not be entitled to receive any interest with respect to the payment of DERs.
3. Vesting of RSUs. The RSUs shall vest in accordance with the following schedule:
[Vesting Schedule]
Unless and until the RSUs have vested in accordance with such vesting schedule, you will have no right to receive any Stock or cash in respect of the RSUs. Prior to settlement of this Award, the RSUs and this Award represent an unsecured obligation of the Company, payable only from the general assets of the Company.
4. Termination of Services.
(a) Termination Generally. If your service relationship with the Company or its Affiliates is terminated for any reason, then those RSUs that have not vested as of the date of termination shall become null and void and those RSUs shall be forfeited to the Company. Any RSUs that have vested as of the date of such termination shall not be forfeited to the Company.
(b) Effect of Other Agreements. Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 4 and any services, consulting, severance or change in control agreement between you and the Company or a similar plan or arrangement sponsored or maintained by the Company in which you participate, the terms of such services, consulting, severance or change in control agreement or similar plan or arrangement shall control.
5. Leave of Absence. With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be providing services to the Company, provided that rights to the RSUs during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.
6. Settlement of RSUs. Promptly following the vesting of the RSUs pursuant to Section 3 of this Agreement but in no event later than 60 days after such vesting date, the Company shall deliver to you in settlement of such vested RSUs: (a) a number of shares of Stock equal to 100% of the number of RSUs that vested, or (b)(i) a number of shares of Stock equal to 70% of the number of RSUs that vested, and (ii) a cash amount equal to the product of the Fair Market Value of a share of Stock on the applicable vesting date and 30% of the number of RSUs that vested. Within 30 calendar days following the Grant Date, you shall have the ability to make a one-time election by delivering notice to the Company in accordance with Section 16 to receive settlement under this Section 3 in the form described in Section 6(a) or Section 6(b), in your sole discretion. To the extent that you make a compliant election, the Company shall settle such vested RSUs in accordance with such election. If you fail to provide such notice to the Company, any vested RSUs shall be settled in the form described in Section 6(b). All shares of Stock issued hereunder, if any, shall be delivered either by delivering one or more certificates for such shares to you or by entering such shares in book-entry form, as determined by the Committee in its sole discretion. The value of shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 6 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind.
7. Payment of Taxes. In connection with the vesting or settlement of the RSUs or the DERs granted hereunder, you (or any person permitted to receive settlement of the Award in the event of your death) shall be responsible for satisfying withholding taxes and other tax obligations relating to the Award. You acknowledge that there may be adverse tax consequences upon the transfer, vesting or settlement of the RSUs or DERs and that you have been advised, and hereby are advised, to consult a tax advisor prior to such transfer, vesting or settlement. You represent that you are in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.
8. Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Stock will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the “Act”), is at the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.
9. Legends. If a stock certificate is issued with respect to shares of Stock delivered hereunder, such certificate shall bear such legend or legends as the Committee deems appropriate in order to reflect the restrictions set forth in this Agreement and to ensure compliance with the terms and provisions of this Agreement, the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable laws or the requirements of any stock exchange on which the Stock is then listed. If the shares of Stock issued hereunder are held in book-entry form, then such entry will reflect that the shares are subject to the restrictions set forth in this Agreement.
10. Right of the Company and Affiliates to Terminate Services. Nothing in this Agreement confers upon you the right to continue performing services for the Company or any of its Affiliates, or interfere in any way with the rights of the Company or any of its Affiliates to terminate your service relationship at any time.
11. Furnish Information. You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation.
12. Remedies. The parties to this Agreement shall be entitled to recover from each other reasonable attorneys’ fees incurred in connection with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.
13. No Liability for Good Faith Determinations. The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the RSUs granted hereunder.
14. Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.
15. No Guarantee of Interests. The Board and the Company do not guarantee the Stock of the
Company from loss or depreciation.
16. Notice. All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail.
17. Waiver of Notice. Any person entitled to notice hereunder may waive such notice in writing.
18. Information Confidential. As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.
19. Successors. This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.
20. Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.
21. Company Action. Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.
22. Headings. The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.
23. Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Delaware without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and deliver Stock or pay cash hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock or payment of such cash.
24. Amendment. This Agreement may be amended by the Board or by the Committee at any time; provided that any amendment that would materially and adversely affect your rights hereunder shall not be effective without your consent.
25. Clawback. To the extent required by applicable law or any applicable securities exchange listing standards, or as otherwise determined by the Board (or a committee thereof), all shares of Stock issued or amount of cash paid, as applicable, under this Agreement shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company, which clawback policies or procedures may provide for forfeiture and/or recoupment of such shares of Stock or amount of cash. Notwithstanding any provision of this Agreement to the contrary, the Company reserves the right, without your consent, to adopt any such clawback policies and procedures, including such policies and procedures applicable to this Agreement with retroactive effect.
26. The Plan. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan.
27. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of this Agreement by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.
28. Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, you agree, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other award made or offered by the Company. Electronic delivery

may be via a Company electronic mail system or by reference to a location on a Company intranet to which you have access. You hereby consent to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.
29. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the Award granted hereby; provided however, that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any services, consulting, severance and/or change in control agreement between the Company (or an Affiliate or other entity) and you in effect as of the date a determination is to be made under this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces your rights shall be effective only if it is in writing and signed by both you and an authorized officer of the Company.
30. Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the RSUs granted pursuant to this Agreement are intended to comply with the Nonqualified Deferred Compensation Rules or an exemption therefrom and shall be limited, construed and interpreted in accordance with such intent. Notwithstanding the foregoing, the Company makes no representations that the RSUs provided under this Agreement are exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company or any of its Affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with the Nonqualified Deferred Compensation Rules.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officer thereunto duly authorized, and the Grantee has set his hand as to the date and year first above written.
RANGER ENERGY SERVICES, INC.
|
|
|
|
|
|
|
|
|
/s/ Stuart Bodden_____________________________ |
|
| Name: Stuart Bodden |
Date: [Grant Date] |
| Title: President and Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
| ____________________________________________ |
________________________ |
Name: [ParticipantName] |
Date: [Date] |
EX-10.2
3
rngr-093025xex102.htm
EX-10.2
Document
RANGER ENERGY SERVICES, INC.
EXECUTIVE SEVERANCE PLAN
Effective July 24, 2025
1.Establishment; Purpose.
(a)Establishment. Ranger Energy Services, Inc., a Delaware corporation, hereby establishes this Ranger Energy Services Executive Severance Plan (the “Plan”), effective [●], 2025 (the “Effective Date”). The Plan shall apply to each Participant who incurs a Qualified Termination on or after the Effective Date.
(b)Purpose. The purposes of the Plan include (i) better enabling the Company and its Affiliates to attract and retain highly qualified executives, (ii) providing certain executives of the Company and/or any Affiliate who become Participants with severance pay benefits in the event of the termination of their employment (whether before or in connection with a Change in Control of the Company), and (iii) enabling Participants to pursue transaction opportunities that are beneficial to shareholders by providing Participants with individual financial security in the event of a Change in Control. The Plan is not intended to constitute an “employee pension benefit plan” within the meaning of Section 3 of ERISA and the corresponding Department of Labor regulations and other guidance.
2.Definitions. For purposes of the Plan, the following terms have the meanings set forth below:
“Accrued Compensation” means the sum of the following: (a) any accrued but unpaid payments of the Participant’s Annual Base Salary through the Termination Date; (b) a payment in respect of all unpaid, but accrued and unused vacation or paid time off through the Termination Date, but only to the extent required by Company policy and/or applicable law; (c) any annual bonus earned but unpaid as of the Termination Date for any previously completed fiscal year (i.e., fiscal years prior to the Termination Year); (d) reimbursement for any unreimbursed business expenses properly incurred by the Participant prior to the Termination Date and submitted for reimbursement in accordance with Company policy; and (e) such rights, if any, under any award granted to the Participant pursuant to the Incentive Plan and other compensation programs and employee benefits to which the Participant may be entitled upon termination of employment, in accordance with the documents governing such benefits.
“Across-the-Company Reduction” means a general reduction in salaries of all or substantially all of the senior executives employed by the Company, which reduction (a) affects Participant in substantially the same manner as the other senior executives who are also affected by such general reduction, and (b) does not, in the aggregate, constitute a reduction by more than ten percent (10%) of Participant’s then-current base salary.
“Administrator” means the Board or any committee designated by the Board, which body shall be responsible for the general administration and management of this Plan.
“Affiliate” means any corporation, partnership, limited liability company, limited liability partnership, association, trust or other organization that, directly or indirectly, controls, is controlled by, or is under common control with, the Company.
For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (a) to vote more than 50% of the securities having ordinary voting power for the election of directors of the controlled entity or organization or (b) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities, by contract, or otherwise.
“Annual Base Salary” means the Participant’s annual base salary (including all amounts of such base salary that are voluntarily deferred under any qualified and non-qualified plans of the Company) determined at the highest rate in effect during the twelve (12) month period immediately preceding a Participant’s Termination Date.
“Board” means the Board of Directors of the Company.
“Cause” means:
(a)Participant’s willful failure or refusal, other than due to Disability, to perform, or gross negligence in performing, Participant’s obligations to the Company;
(b)Participant’s commission of an act of fraud or material dishonesty in the performance of Participant’s duties or with respect to the Company or any of its Affiliates;
(c)Participant’s material breach of any Company or Affiliate policy applicable to Participant and made known to Participant;
(d)The indictment of Participant, conviction of Participant, or entry by Participant of a guilty or nolo contendere plea to any felony or any other crime or misdemeanor involving moral turpitude (provided that following an indictment, final determination of whether Cause exists will be tolled until such time Participant is either convicted, enters a guilty or nolo contendere plea, accepts a lesser charge, enters a settlement agreement, is acquitted or the indictment is dismissed. No payments or benefits under the Plan shall be made until such final determination and shall only be payable following Participant’s acquittal or the dismissal of the indictment. Under all other outcomes, no payment or benefits shall be payable);
(e)Any breach by Participant of Participant’s fiduciary duty or duty of loyalty to the Company or any of its Affiliates; or
(f)Participant’s material breach of any of the provisions of any written agreement between Participant and the Company or any of its Affiliates.
“Change in Control” means:
(a)Any Person or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act (excluding a corporation or other entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) is or becomes the “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding voting securities;
(b)The individuals who constitute a majority of the Board as of the Effective Date (the “Incumbent Board”) cease to constitute at least a majority of the Board; provided, that any individual becoming a member of the Board subsequent to the Effective Date whose election or nomination for election by the Company’s shareholders was approved by at least a majority of the directors then comprising the Incumbent Board (other than as a result of an actual or threatened election context with respect to the election or removal of directors or any other actual or threatened solicitation of proxies or contests of a Person other than the Board) shall be considered as though such individual were a member of the Incumbent Board;
(c)There is consummated a merger, consolidation or business combination of the Company with any other corporation or other entity (excluding any entity resulting from any benefit plan or related trust of the Company), and, immediately after the consummation of such merger or consolidation, the voting securities of the Company immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then-outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a subsidiary, the ultimate parent thereof; or
(d)The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by the Company of all or substantially all of the Company’s assets, other than such sale or other disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing, except with respect to clause (c) above, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the shares of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in, and own substantially all of the shares of, an entity which owns, either directly or through a subsidiary, all or substantially all of the assets of the Company immediately following such transaction or series of transactions.
Notwithstanding the foregoing terms and conditions of this definition, if a Change in Control constitutes a payment event with respect to any Severance Benefit or Award (as defined in the Incentive Plan) (or any portion thereof) that provides for the deferral of compensation that is subject to Section 409A, a Change in Control will not be deemed to have occurred for purposes of such Severance Benefit or Award (or portion thereof) unless such transaction or series of related transactions also constitutes a “change in control event” with respect to the Company for purposes of Section 409A.
(e)“Change in Control Period” means the period beginning three (3) months before the Change in Control and ending on the date that is twenty-four (24) months following the Change in Control.
(f)“CIC Severance Multiplier” means (a) in the case of the Company’s Chief Executive Officer, three (3); (b) in the case of an Executive Vice President of the Company, two (2); and (c) in the case of any other Participant, one (1).
“Code” means the Internal Revenue Code of 1986, as amended from time to time. Any reference to a section of the Code shall include such section and any comparable section or sections of any future legislation that amends, supplements or supersedes such section.
“Company” has the meaning given to that term in Section 1(a) hereof.
“Disability” means physical or mental incapacity whereby the Participant is unable with or without reasonable accommodation for (a) a period of six (6) consecutive months or (b) for an aggregate of nine (9) months in any twenty-four (24) consecutive month period, to perform the essential functions of Participant’s duties; provided, in each case, that solely to the extent necessary to avoid the application of a penalty under Section 409A of the Code, the Participant is disabled within the meaning of Section 409A(a)(2)(C) of the Code.
“Eligible Executive” means: (a) the Company’s Chief Executive Officer; (b) an Executive Vice President of the Company or its subsidiaries; and (c) a Senior Vice President or Vice President of the Company or its subsidiaries.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“General Severance Multiplier” means (a) in the case of the Company’s Chief Executive Officer and any Executive Vice President of the Company, one (1); and (b) in the case of any other Participant, one-half (0.5).
“Good Reason” means the occurrence of any of the following events without consent of the Participant:
(a)A material reduction in Participant’s title, duties, authority, responsibilities, and reporting relationships;
(b)A material reduction of Participant’s then-current base salary (other than an Across-the-Company Reduction); or
(c)The Company’s material breach of its obligations under a material written agreement between the Company and Participant.
(g)Notwithstanding the foregoing, a termination of employment by Participant shall not be deemed to be for Good Reason unless (1) Participant gives the Company written notice describing the event or events which are the basis for such termination within thirty (30) days after Participant first obtains knowledge of the event or events, (2) such grounds for termination (if susceptible to correction) are not corrected by the Company within thirty (30) days after the Company’s receipt of such notice, and (3) Participant terminates Participant’s employment no later than forty-five (45) days after Participant provides notice to the Company in accordance with clause (1) of this paragraph.
“Incentive Plan” means the Company’s Amended and Restated 2017 Long Term Incentive Plan, as amended and/or restated from time to time, or any successor shareholder-approved equity incentive plan maintained by the Company.
“Notice of Termination” means a written notice that (a) indicates the specific termination provision in the Plan relied upon, (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment under the provision so indicated, and (c) if the Termination Date is other than the date of receipt of such notice, specifies the Termination Date (which date shall be not more than thirty (30) calendar days after the giving of such notice).
“Other Benefits” means, to the extent not paid or provided to the Participant prior to the Termination Date, any amounts or benefits required to be paid or provided or which the Participant is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company, including any benefits to which the Participant is entitled under Part 6 of Subtitle B of Title I of ERISA but excluding any amounts pursuant to the Plan.
“Participant” has the meaning given to that term in Section 3(a) hereof.
“Participation Agreement” means the latest participation agreement signed by the Company and an Eligible Executive providing for the Eligible Executive’s participation in the Plan.
“Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.
“Plan” has the meaning given to that term in Section 1(a) hereof.
“Qualified Termination” means any termination of a Participant’s employment: (a) by the Company other than for Cause, Disability or death; or (b) by a Participant for Good Reason.
“Release” has the meaning given to that term in Section 5 hereof.
“Section 409A” has the meaning give to that term in Section 23(a) hereof.
“Severance Benefit” means any payment or benefit payable under this Plan, excluding the Accrued Compensation.
“Target Annual Bonus” means (a) with respect to a Participant whose target annual bonus is expressed as a percentage of Annual Base Salary, the Participant’s target annual bonus under the Company’s annual bonus program in which the Participant is covered; and (b) with respect to a Participant whose target annual bonus is expressed as a fixed target value, the Participant’s fixed target value under the Company’s annual bonus program in which the Participant is covered.
“Termination Date” means:
(a) if the Participant’s employment is terminated by the Company or any Affiliate for Cause or due to Disability, or by the Participant for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein within thirty (30) calendar days after such notice, as the case may be;
(b) if the Participant’s employment is terminated by the Company or an Affiliate other than for Cause or Disability, or if the Participant voluntarily resigns without Good Reason, the date on which the terminating party notifies the other party that such termination shall be effective, provided that on a voluntary resignation without Good Reason, the Company may, in its sole discretion, make such termination effective on any date it elects in writing between the date of the notice and the proposed date of termination specified in the notice; or
(c) if the Participant’s employment is terminated by reason of death, the date of death of Participant.
“Termination Year” means the fiscal year of the Company in which the Termination Date occurs.
3.Participation.
(a)Designation of Participants. Each Eligible Executive who (i) receives a Participation Agreement from the Company, and (ii) executes and returns such Participation Agreement to the Company in accordance with the terms of the Participation Agreement shall be a “Participant” in the Plan. Notwithstanding the foregoing, an Eligible Executive who is a party to an employment agreement, offer letter or other agreement with the Company and/or any Affiliate that provides for severance benefits (the “Other Severance Benefits”) shall not be become a Participant unless and until such Eligible Executive (A) is designated as a Participant by the Administrator, and (B) waives all rights to the Other Severance Benefits.
(b)Duration of Participation. A Participant shall cease to be a Participant in the Plan if: (i) the Participant ceases to be employed by the Company or an Affiliate, unless such Participant is then entitled to a severance benefit in connection with a termination due to death or Disability; or (ii) subject to Section 17 hereof and except as otherwise provided in a Participant’s Participation Agreement, the Administrator removes the Participant from the Plan by providing notice to the Participant in accordance with Section 16 hereof. Further, except as otherwise provided in a Participant’s Participation Agreement, participation in the Plan is subject to the unilateral right of the Administrator to terminate or amend the Plan in whole or in part as provided in Section 17 hereof. Notwithstanding anything herein to the contrary, a Participant who is then entitled to a severance benefit in connection with a termination due to death or shall remain a Participant in the Plan until the amounts and benefits payable under the Plan have been paid or provided to the Participant in full. Any severance benefits to be provided to a Participant under the Plan are subject to all of the terms and conditions of the Plan, including Sections 5 and 6 hereof.
(c)No Employment Rights. To the extent permitted by applicable law, participation in the Plan does not alter the status of a Participant as an at-will employee, and nothing in the Plan will limit or affect in any manner the right of the Company or any Affiliate to terminate the employment or adjust the compensation of a Participant at any time and for any reason (with or without Cause).
4.Termination Payments.
(a)Accrued Compensation. If the Participant is terminated for any reason, the Company shall pay or provide the Accrued Compensation to the Participant or the Participant’s estate. The Accrued Compensation shall be paid in a single lump sum within thirty (30) calendar days after the Termination Date, or on such earlier date as may be required by the applicable Company plan or policy or by applicable law; provided, however, that if any portion of the Accrued Compensation constitutes “nonqualified deferred compensation” within the meaning of Section 409A, such portion of the Accrued Compensation payment shall be paid in accordance with the underlying nonqualified deferred compensation arrangement and any applicable deferral elections made thereunder.
(b)Other Benefits. If the Participant is terminated for any reason, the Company shall pay to the Participant or the Participant’s estate all Other Benefits, based on accrued and vested benefits through the Termination Date, in accordance with the terms and normal procedures of each such plan, program, policy or practice or contract or agreement,.
(c)Termination due to Death or Disability. In addition to the payments and benefits set forth in Section 4(a) and 4(b) hereof, and subject to Sections 4(f), 5 and 6 hereof, the Participant shall be eligible to receive the benefits set forth in Sections 4(c)(i)-(ii) hereof if the Participant’s employment is terminated due to the Participant’s death or Disability that occurs outside of the Change in Control Period.
(i)Pro-Rated Annual Bonus. The Company shall pay an amount equal to (x) the amount of the applicable Participant’s Target Annual Bonus for the Termination Year, multiplied by (y) the percentage of the Termination Year that shall have elapsed through the Termination Date, multiplied by (z) any applicable performance multipliers, based on the Company’s and the Participant’s (as applicable) actual achievement of any applicable performance metrics over the applicable performance period, as determined by the Company in accordance with its ordinary business practices (the “Pro-Rated Annual Bonus”). The Pro-Rated Annual Bonus will be paid to the Participant or the Participant’s estate on the date that the underlying Target Annual Bonus was originally scheduled to be paid.
(d)Qualified Termination not in Connection with Change in Control. In addition to the payments and benefits set forth in Section 4(a) and 4(b) hereof, and subject to Sections 4(f), 5 and 6 hereof, the Participant shall be eligible to receive the benefits set forth in Sections 4(d)(i)-(v) hereof if the Participant’s employment is terminated due to a Qualified Termination that occurs outside of the Change in Control Period.
(i)Severance Payment. The Company shall pay to the Participant or the Participant’s estate the amount of severance pay equal to (x) the General Severance Multiplier, multiplied by (y) the Participant’s Annual Base Salary (the “General Severance Payment”). The General Severance Payment will be paid in a lump sum cash payment, less all applicable taxes and withholdings, on the first payroll date following the date on which the Release has become effective and irrevocable; provided, however, that the General Severance Payment shall be forfeited if the Release does not become effective and irrevocable in accordance with its terms by the sixtieth (60th) day following the Termination Date (unless otherwise determined by the Administrator in its sole discretion).
(ii)Pro-Rated Annual Bonus. The Company shall pay the Pro-Rated Annual Bonus to the Participant or the Participant’s estate. The Pro-Rated Annual Bonus will be paid on the date that the underlying Target Annual Bonus was originally scheduled to be paid.
(iii)Health Continuation. The Company shall pay to the Participant or the Participant’s estate a cash payment in an amount equal to (x) the full monthly premium charged for coverage under the Company’s group medical plan at Participant’s then current level of coverage as of the Qualified Termination, multiplied by (y) either (A) twelve (12), in the case of the Chief Executive Officer or an Executive Vice President of the Company, or (B) six (6) in the case of any other Participant (the “General Health Payment”). The General Health Payment will be paid in a lump sum cash payment, less all applicable taxes and withholdings, on the first payroll date following the date on which the Release has become effective and irrevocable; provided, however, that the General Health Payment shall be forfeited if the Release does not become effective and irrevocable in accordance with its terms by the sixtieth (60th) day following the Termination Date (unless otherwise determined by the Administrator in its sole discretion). For the avoidance of doubt, such payment is not required to be used by the Participant to purchase medical coverage.
(iv)Outplacement Services. Except in the case of termination due to death or Disability, the Company shall provide the Participant with access to outplacement services for up to six (6) months after the Qualified Termination, at a total cost not to exceed $25,000. The Company shall select the outplacement firm and remit payment for the outplacement services directly to the outplacement firm.
(e)Qualified Termination in Connection with Change in Control. In addition to the payments and benefits set forth in Section 4(a) and 4(b) hereof, and subject to Sections 4(f), 5 and 6 hereof, the Participant shall be eligible to receive to the benefits set forth in Sections 4(e)(i)-(iv) hereof if the Participant’s Qualified Termination occurs during the Change in Control Period (and each of the Qualified Termination and Change in Control occur on or after the Effective Date).
(i)Severance Payment. The Company shall pay to the Participant the amount of severance pay equal to (x) the CIC Severance Multiplier, multiplied by (y) the sum of Participant’s (A) Annual Base Salary, and (B) the Participant’s Target Annual Bonus for the Termination Year or, if greater, as in effect immediately prior to the Change in Control Period (in each case, disregarding any reduction thereto that constitutes Good Reason) (the “CIC Severance Payment”). The CIC Severance Payment will be paid in a lump sum cash payment, less all applicable taxes and withholdings, on the first payroll date following the date on which the Release has become effective and irrevocable; provided, however, that the CIC Severance Payment shall be forfeited if the Release does not become effective and irrevocable in accordance with its terms by the sixtieth (60th) day following the Termination Date (unless otherwise determined by the Administrator in its sole discretion).
(ii)Pro-Rated Annual Bonus. The Company shall pay to the Participant a pro-rata portion of the Participant’s Target Annual Bonus for the Termination Year. Such pro-rata bonus payout will be equal to (x) the percentage of the Termination Year that shall have elapsed through the Termination Date, multiplied by (y) the amount of Target Annual Bonus for the Termination Year or, if greater, as in effect immediately prior to the Change in Control Period (in each case, disregarding any reduction thereto that constitutes Good Reason) (the “CIC Bonus Payment”). The CIC Bonus Payment will be paid in a lump sum cash payment, less all applicable taxes and withholdings, on the first payroll date following the date on which the Release has become effective and irrevocable; provided, however, that the CIC Bonus Payment shall be forfeited if the Release does not become effective and irrevocable in accordance with its terms by the sixtieth (60th) day following the Termination Date (unless otherwise determined by the Administrator in its sole discretion).
(iii)Health Continuation. The Company shall pay to the Participant or the Participant’s estate a cash payment in an amount equal to (x) the full monthly premium charged for coverage under the Company’s group medical plan at Participant’s then current level of coverage as of the Qualified Termination, multiplied by (y) twenty-four (24). For the avoidance of doubt, such payment is not required to be used by the Participant to purchase medical coverage (the “CIC Health Payment”). The CIC Health Payment will be paid in a lump sum cash payment, less all applicable taxes and withholdings, on the first payroll date following the date on which the Release has become effective and irrevocable; provided, however, that the CIC Health Payment shall be forfeited if the Release does not become effective and irrevocable in accordance with its terms by the sixtieth (60th) day following the Termination Date (unless otherwise determined by the Administrator in its sole discretion).
(f)Resignation from All Positions. Notwithstanding any other provision of the Plan, upon the termination of a Participant’s employment for any reason, unless otherwise requested by the Company, the Participant shall immediately resign from all officer and director positions that he or she may hold with the Company and its Affiliates. As a condition of receiving any severance benefits under the Plan, each Participant shall execute any and all documentation to effectuate such resignations upon request by the Company. For the avoidance of doubt, each Participant shall be treated for all purposes as having so resigned upon termination of his or her employment, regardless of when or whether he or she executes any such documentation.
5.Release. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to provide any Severance Benefit, unless: (a) the Participant first executes and delivers to the Company within forty-five (45) calendar days after the Termination Date a fully executed general release of claims in favor of the Company, its Affiliates and their respective officers and directors in a form to be provided by the Company at the time of the Qualified Termination (the “Release”) and any other documentation requested by the Company in accordance with Section 4(d); (b) the Participant does not timely revoke the Release; and (c) the Release becomes effective and irrevocable in accordance with its terms on or before the sixtieth (60th) day following the Termination Date; provided, however, that to the extent that any severance payment or benefit is deferred compensation under Section 409A, and is not otherwise exempt from the application of Section 409A, then, if the period during which the Participant may consider and sign the Release spans two (2) calendar years, the severance payment or benefit will not begin until the second (2nd) calendar year. In addition, if a Participant materially breaches any of the material terms of the Release, then the Participant shall not be eligible for any further severance payment or benefits and may be required to repay any severance payments or benefits already paid to the Participant pursuant to the Plan.
6.Restrictive Covenants. As a condition to becoming a Participant hereunder and in consideration of opportunity to receive the any Severance Benefit, which the Participant acknowledges, in combination with the Participant’s access to the Company’s goodwill and trade secrets, are good and valuable consideration, the Participant shall be required to agree to the restrictive covenants set forth in the Participation Agreement, which include, without limitation, covenants regarding maintaining the Company’s confidential information, refraining from soliciting the Company’s employees, suppliers, and customers, refraining from competing with the Company, and refraining from making disparaging remarks, all of which shall be set forth in the Participation Agreement. If a Participant materially violates any of the material provisions of the Participation Agreement, such Participant shall immediately forfeit his right to receive any severance payment or benefits, the Company shall have no further obligation to make any payment of severance payments or benefits to such Participant, and such Participant shall be obligated to repay severance payments or benefits already paid to the Participant pursuant to the Plan to the maximum extent permitted by applicable law.
7.No Mitigation. In no event shall a Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Participant under any of the provisions of the Plan and such amounts shall not be reduced whether or not the Participant obtains other employment.
8.Effect on Other Plans, Agreements and Benefits.
(a)Relation to Other Benefits. Any economic or other benefit to a Participant under the Plan will not be taken into account in determining any benefits to which the Participant may be entitled under any profit-sharing, retirement, workers compensation or other benefit or compensation plan maintained by the Company and/or its Affiliates (except to the extent provided otherwise in any such plan with respect to Accrued Compensation).
(b)Non-Duplication. Notwithstanding the foregoing provisions of Section 8(a) hereof, any severance benefits received by a Participant pursuant to the Plan shall be in lieu of any other benefits for which a Participant may be eligible, including pursuant to any other severance policy or plan maintained by the Company and/or its Affiliates (other than a stock option, restricted stock, share or unit, performance share or unit, long-term transition incentive award, supplemental retirement, deferred compensation or similar plan or agreement which may contain provisions operative on a termination of the Participant’s employment or may incidentally refer to accelerated vesting or accelerated payment upon a termination of employment). Further, as a condition of participating in the Plan, each Participant who is a party to an offer letter, employment agreement or other contract that otherwise would provide for severance benefits hereby waives such benefits and acknowledges and agrees that the severance benefits payable under the Plan shall be in lieu of and in full substitution for (and not in duplication of), any right to severance benefits under any such employment agreement or offer letter with the Company and/or its Affiliates.
9.Certain Tax Matters. In the event it shall be determined that any payment or distribution by the Company and/or its Affiliates to or for the benefit of a Participant (whether paid or payable or distributed or distributable pursuant to the terms of the Plan or otherwise) (the “Total Payments”), is or will be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be reduced to the maximum amount that could be paid to the Participant without giving rise to the Excise Tax (the “Safe Harbor Cap”), if the net after-tax benefit to the Participant after reducing the Participant’s Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax) benefit to the Participant without such reduction. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first the payments made pursuant to Section 4(d)(i) of the Plan, then to the payments made pursuant to Section 4(d)(ii) of the Plan, then to the payments made pursuant to Section 4(d)(iii) of the Plan and then to any other payment that triggers such Excise Tax in the following order: (a) reduction of cash payments, (b) cancellation of accelerated vesting of equity awards (based on the reverse order of the date of grant), and (c) reduction of any other payments due to the Participant (with benefits or payments in any group having different payment terms being reduced on a pro-rata basis). All mathematical determinations, and all determinations as to whether any of the Total Payments are “parachute payments” (within the meaning of Section 280G of the Code), that are required to be made under this paragraph, including determinations as to whether the Total Payments to Participant shall be reduced to the Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall be made at the Company’s expense by a nationally recognized accounting or valuation firm selected by the Administrator prior to the relevant Change in Control.
10.Administration.
(a)The Administrator shall have all powers and duties reasonably necessary to fulfill its responsibilities, including, but not limited to, the reasonable discretion to interpret, construe, and apply the provisions of this Plan, to determine all questions relating to eligibility for benefits under this Plan, and to make any findings of fact needed in the administration of this Plan. Following a Change in Control, the validity of any such interpretation, construction, decision, or finding of fact shall be given de novo review if challenged in court, by arbitration, or in any other forum, and such de novo standard shall apply notwithstanding the grant of discretion hereunder to the Administrator.
11.Claims for Benefits.
(a)Filing a Claim. Any Participant or beneficiary who wishes to file a claim for benefits under the Plan must file his or her claim in writing with the Administrator.
(b)Review of a Claim. The Administrator shall, within ninety (90) calendar days after receipt of such written claim (unless special circumstances require an extension of time, but in no event more than one hundred eighty (180) calendar days after such receipt), send a written notification to the Participant or beneficiary as to its disposition. If the claim is wholly or partially denied, such written notification shall (i) state the specific reason or reasons for the denial, (ii) make specific reference to pertinent Plan provisions on which the denial is based, (iii) provide a description of any additional material or information necessary for the Participant or beneficiary to perfect the claim and an explanation of why such material or information is necessary, and (iv) set forth the procedure by which the Participant or beneficiary may appeal the denial of his or her claim, including, without limitation, a statement of the claimant’s right to bring an action under Section 502(a) of ERISA following an adverse determination on appeal.
(c)Appeal of a Denied Claim. If a Participant or beneficiary wishes to appeal the denial of his or her claim, he or she must request a review of such denial by making application in writing to the Administrator within sixty (60) calendar days after receipt of such denial. Such Participant or beneficiary (or his or her duly authorized legal representative) may, upon written request to the Administrator, (i) review any documents pertinent to his or her claim, and (ii) submit, in writing, issues and comments in support of his or her position. A Participant or beneficiary who fails to file an appeal within the 60-day period set forth in this Section 11(c) shall be prohibited from doing so at a later date or from bringing an action under ERISA.
(d)Review of a Claim on Appeal. Within sixty (60) calendar days after receipt of a written appeal (unless the Administrator determines that special circumstances, such as the need to hold a hearing, require an extension of time, but in no event more than one hundred twenty (120) calendar days after such receipt), the Administrator shall notify the Participant or beneficiary of the final decision. The final decision shall be in writing and shall include: (i) specific reasons for the decision, written in a manner calculated to be understood by the claimant, (ii) specific references to the pertinent Plan provisions on which the decision is based, (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents relevant to the claim for benefits, and (iv) a statement describing the claimant’s right to bring an action under Section 502(a) of ERISA.
12.Participants Deemed to Accept Plan. By accepting any payment or benefit under the Plan, each Participant and each person claiming under or through any such Participant shall be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, (a) all of the terms and conditions of the Plan (including, without limitation, the waiver of any Other Severance Benefits), and (b) any action taken under the Plan by the Administrator, the Company and/or its Affiliates, in any case in accordance with the terms and conditions of the Plan.
13.Successors.
(a)Company Successors. The Plan shall bind any successor of the Company, its assets or its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under the Plan if no succession had taken place. The Company shall require any such successor to expressly assume and agree to perform the Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
(b)Participant Successors. The rights of a Participant to receive any benefits hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by his or her will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 13(b), the Company shall have no liability or obligation to pay any amount so attempted to be assigned, transferred or delegated.
14.Unfunded Status. All payments pursuant to the Plan shall be made from the general funds of the Company, and no special or separate fund shall be established or other segregation of assets made to assure payment. No Participant or other person shall have under any circumstances any interest in any particular property or assets of the Company as a result of participating in the Plan.
15.Withholding. The Company and/or its Affiliates may withhold from any amounts payable under the Plan all federal, state, city or other taxes as the Company and/or its Affiliates are required to withhold pursuant to any law or government regulation or ruling.
16.Notices. Any notice provided for in the Plan shall be in writing and shall be either personally delivered, sent by reputable overnight carrier or mailed by first class mail, return receipt requested, to the recipient. Notices to Participant shall be sent to the address of Participant most recently provided to the Company. Notices to the Company should be sent to Ranger Energy Services, Inc., Attn: VP of HR 10350 Richmond Avenue, Suite 500 Houston, Texas, with a copy to King & Spalding LLP, Attn: Jonathan Newton 1100 Louisiana St. #4100 Houston, Texas. Notice and communications shall be effective (a) on the date of delivery, if delivered by hand, (b) on the first business day following the date of dispatch, if delivered utilizing overnight courier, or (c) three (3) business days after having been mailed, if sent by first class mail.
17.Amendments; Termination. The Administrator expressly reserves the universal right to amend, modify, terminate or discontinue the Plan at any time; provided, however, that no such amendment, modification, termination or discontinuation that would impair the rights of a Participant shall be effective unless either (a) the affected Participant provides written consent of such amendment, modification, termination or discontinuation, or (b) such amendment, modification, termination or discontinuance does not become effective until the twelve (12) month anniversary of the date of such approval.
18.Governing Law. The Plan shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the state of Delaware, without regard to conflicts of law principles.
19.Legal Fee Reimbursement during a Change in Control Period. Solely during, or with respect to, a Change in Control Period, the Company agrees to pay as incurred (within ten business days following the Company’s receipt of an invoice from the Participant), to the full extent permitted by law, all legal fees and expenses that the Participant may reasonably incur as a result of any contest by the Company, the Participant, the Participant’s estate or others during, or with respect to, a Change in Control Period of the validity or enforceability of, or liability under, any provision of this Plan or any guarantee of performance thereof (including as a result of any contest (regardless of the outcome) by the Participant about the amount of any payment pursuant to this Plan), plus, in each case, interest on any delayed payment to which the Participant or the Participant’s estate is ultimately determined to be entitled at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code based on the rate in effect for the month in which such legal fees and expenses were incurred.
20.Severability. Whenever possible, each provision of the Plan shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Plan is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but the Plan shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
21.Headings. Headings in the Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.
22.Section 409A.
(a)In General. Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) imposes payment restrictions on “nonqualified deferred compensation” (i.e., potentially including payments owed to a Participant upon termination of employment). Failure to comply with these restrictions could result in negative tax consequences to a Participant, including immediate taxation, interest and a twenty percent (20%) additional income tax. It is the Company’s intent that the Plan be exempt from the application of, or otherwise comply with, the requirements of Section 409A. Specifically, any taxable benefits or payments provided under the Plan are intended to qualify for the “short-term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to Section 409A to the maximum extent possible. Each installment of any taxable benefits or payments provided under the Plan is intended to be treated as a separate payment for purposes of Section 409A. To the extent that Section 409A is applicable to any taxable benefit or payment, and if a Participant is a “specified employee” as determined by the Company in accordance with Section 409A, then notwithstanding any provision in the Plan to the contrary and to the extent required to comply with Section 409A, all such amounts that would otherwise be paid or provided to such Participant during the first six (6) months following the Termination Date shall instead be accumulated through and paid or provided (without interest) on the first (1st) business day following the six (6)-month anniversary of the Termination Date. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Participant’s taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder.
(b)Separation from Service. A termination of employment shall not be deemed to have occurred for purposes of any provision of the Plan providing for the payment of any amounts or benefits that are deferred compensation subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and the Participant is no longer providing services (at a level that
would preclude the occurrence of a “separation from service” within the meaning of Section 409A) to the Company and/or its Affiliates as an employee or consultant, and for purposes of any such provision of the Plan, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Section 409A.
[The remainder of this page is intentionally left blank.]
RANGER ENERGY SERVICES, INC.
EXECUTIVE SEVERANCE PLAN
PARTICIPATION AGREEMENT
This Participation Agreement (this “Agreement”) under the Ranger Energy Services, Inc. Executive Severance Plan (the “Plan”) is made on [DATE], by and between Ranger Energy Services, Inc. (the “Company”) and [NAME] (the “Executive”).
WHEREAS, the Company adopted the Plan to attract and retain qualified executives and to provide severance benefits to executives on certain terminations of employment.
WHEREAS, Executive has been designated by the Administrator as an Eligible Executive for purposes of the Plan.
NOW, THEREFORE, the parties agree as follows:
1.Eligibility. Upon Executive signature below, Executive is hereby designated as a Participant in the Plan. In consideration of such designation, Executive agrees to the promises and covenants contained in this Agreement and the Plan, acknowledges that the Plan’s benefits and Executive’s access to the Company’s goodwill and trade secrets are good and valuable consideration in exchange for the covenants provided herein, and agrees that Executive is not entitled to, and hereby waives any prior right to, any Other Severance Benefits.
2.Definitions. For the purposes of this Agreement, the following terms shall have the following meanings. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in Plan.
(a) “Confidential Information” shall mean any confidential and proprietary non-public information concerning the business of the Company that is or has been disclosed to Executive or of which Executive became aware as a consequence of Executive’s relationship with the Company and which has value to the Company and is not generally known to the Company’s competitors, including its financial performance, results or prospects, and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed. “Confidential Information” may include, but is not limited to: (i) information about the Company’s employees, customers, clients, tenants, buyers and/or sellers; and (ii) the terms and conditions of this Agreement and the Plan. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company (except where such public disclosure was made by the Executive without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means.
(b) “Prohibited Activity” means any activity in which Executive contributes Executive’s knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to a person or entity engaged in [the provision of mobile rig well services, cased hole wireline services, and ancillary services in the U.S. oil and gas industry] and/or any other business that is the same as or substantially similar to that of the Company or any of its subsidiaries (collectively, the “Business”). “Prohibited Activity” also includes any activity that requires or inevitably requires disclosure of trade secrets, proprietary information, or Confidential Information.
(c) “Protective Covenants” shall mean those covenants set forth in Paragraphs 3, 4, 5, 6 and 7 of this Agreement.
(d) “Restricted Period” shall mean the period of Executive’s employment or service to the Company and for twelve (12) months thereafter.
(e) “Restricted Territory” means (i) any state, county, city, municipality, or other locale in the United States, and/or (ii) any other country or jurisdiction, in each case, in which the Company conducts business operations and in which Executive has had material responsibilities or customer relationships during the final [twenty-four (24) months] of Executive’s employment or service with the Company.
(f) “Trade Secrets” shall mean any technical or non-technical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers or other information similar to any of the foregoing, which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
3. Confidentiality and Non-Disclosure.
Executive agrees that Executive will not (without the prior written consent of the Company) directly or indirectly use, copy, disclose or otherwise distribute to any other person or entity: (i) any Confidential Information for so long as such information remains Confidential Information, or (ii) any Trade Secret at any time such information constitutes a trade secret under applicable law. Executive shall promptly return to the Company all documents and items in Executive’s possession or control which contain any Confidential Information or Trade Secrets. Executive further agrees that if Executive is questioned about information subject to this Agreement by anyone not authorized to receive such information, Executive will promptly notify Executive’s former supervisor or an officer of the Company.
Nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board (the “NLRB”), the Securities Exchange Commission or any other federal, state or local governmental agency or commission (collectively, “Government Agencies”) or to make other disclosures or engage in activities that are protected under the whistleblower provisions of federal, state or local law, rule or regulation.
Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate, testify, or fully cooperate in any investigation or proceeding that may be conducted by any Government Agencies, including providing documents or other information, without notice to or approval from the Company or any Affiliate thereof and without risk of being held liable by the Company for liquidated damages or other financial penalties. This Agreement does not impact or limit Executive’s eligibility to receive or accept an award by the U.S. Securities and Exchange Commission or other relief in connection with protected whistleblower activity, including for information provided to any Government Agencies.
4. Non-Solicitation.
(a) Executive agrees and covenants that during the Restricted Period, Executive shall not solicit or attempt to solicit, directly or by assisting others, any business from any of the Company’s customers with whom Executive has material contact during Executive’s employment for purposes of providing development, acquisition, financing, management, leasing and sale of commercial office properties.
(b) For purposes of this Agreement, the term “material contact” shall mean contact between Executive and each customer or potential customer (i) with whom Executive dealt on behalf of the Company, (ii) whose dealings with the Company were coordinated or supervised by Executive, (iii) about whom the Executive obtained Confidential Information in the ordinary course of business as a result of Executive’s association with the Company or (iv) who receives products or services authorized by the Company, the sale or possession of which results or resulted in compensation, commissions, or earnings for Executive, in the case of each of clauses (i) through (iv), within two (2) years prior to the Termination Date.
5. Non-Recruitment of Employees.
Executive covenants and agrees the Restricted Period, Executive will not (without the prior written consent of the Company) directly or indirectly solicit or attempt to solicit any employee of the Company with whom Executive had direct personal contact during Executive’s employment with the Company to terminate or lessen that party’s affiliation with the Company or to violate the terms of any agreement or understanding between such employee and the Company.
6. Non-Competition.
During the Restricted Period, the Executive agrees and covenants not to engage in any Prohibited Activity or otherwise engage in any activities that are competitive with the Company or any of its subsidiaries or the Business, in each case, anywhere in the Restricted Territory; provided, that Executive is not prohibited from engaging in any Prohibited Activity during the portion of the Restricted Period that follows the Termination Date that would not involve any level of strategic, technical, creative, sales, or other activity similar to that Executive provided to the Company (acknowledging that Executive’s role requires Executive to engage in strategic, managerial, and business development activity).
Executive’s agreement to this Section 6(a) is based upon the Company’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to Executive, and Executive’s acknowledge receiving and the sufficiency of such consideration.
7. Non-Disparagement.
Executive covenants and agrees that, during Executive’s employment and after Executive’s employment or service with the Company ends, except as otherwise required by applicable law, Executive shall not, directly or indirectly, take any action, or encourage others to take any action, to disparage or criticize the Company or any of its subsidiaries, any of their employees, directors or officers, and/or their affiliates or their respective products and services.
8. Acknowledgments.
(a) Executive hereby acknowledges and agrees that the Protective Covenants are reasonable as to time, scope and territory given the Company’s need to protect its business, personnel, Trade Secrets and Confidential Information. Executive acknowledges and represents that Executive has substantial experience and knowledge and that Executive can readily obtain subsequent employment without violating the Protective Covenants. In the event any of the Protective Covenants shall be determined by any court having proper jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(b) Executive acknowledges and agrees that, during Executive’s employment with the Company, Executive has and will continue to have access to Confidential Information and Trade Secrets and that unauthorized or improper use or disclosure by Executive of such Confidential Information or Trade Secrets will cause serious and irreparable harm to the Company. Executive acknowledges that an important part of Executive’s duties have been and will continue to be to advance the business of the Company by directly or through the supervision of others, developing and maintaining substantial relationships with prospective or existing customers, patients, vendors or clients of the Company and/or developing and maintaining the goodwill of the Company associated with an (1) ongoing business, commercial or professional practice, including but not limited to a trade name, trademarks, service marks, or trade dues, or (2) a specific geographic location, or (3) a specific marketing or trade area. Executive acknowledges that Executive has and will continue to be provided extensive/specialized training as a part of Executive’s employment.
(c)Executive acknowledges and agrees that during Executive’s employment with the Company, Executive has and will continue to in the course of Executive’s employment customarily and regularly solicit for the Company customers or prospective customers and/or customarily and regularly engage in making sales or obtaining orders or contracts for products or services to be performed by others, and/or perform each of the following duties: (i) have the primary duty of managing the business in which the Executive is employed or of a customarily recognized department of subdivision thereof; (ii) customarily and regularly direct the work of two or more employees; and (iii) have the authority to hire or fire other employees or have particular weight given to Executive’s suggestions and recommendations as to the hiring, firing, advancement, promotion, or any other change of status of other employees and/or by reason of the Company’s investment of time, training, money, trust, exposure to the public, or exposure to customers, vendors, or other business relationships; (iv) obtain a high level of notoriety, fame, reputation, or public persona as the Company’s representative or spokesperson; (v) obtain a high level of influence or credibility with the Company’s customers, vendors, or other business relationships and/or (vi) be intimately involved in the planning for or direction of the business of the Company or a defined unit of the business of the Company and/or obtain selective or specialized skills, knowledge, abilities, or customer contacts or information. Executive and the Company recognize, acknowledge and agree that Executive’s primary duties for the Company have and will continue to be the performance of work requiring knowledge of an advanced type in a field of science or learning customarily acquired by a prolonged course of specialized intellectual instruction or requiring invention, imagination, originality, or talent in a recognized field of artistic or creative endeavor.
9. Specific Performance.
Executive acknowledges and agrees that any breach of the Protective Covenants by Executive will cause irreparable damage to the Company, the exact amount of which will be difficult to determine, and that the remedies at law for any such breach will be inadequate. Accordingly, Executive agrees that, in addition to any other remedy that may be available at law, in equity, under the Plan, or hereunder, the Company shall be entitled to specific performance and injunctive relief, without posting bond or other security, to enforce or prevent any violation of any of the Protective Covenants by Executive. The existence of any claim or cause of action by Executive against the Company, including any dispute relating to the termination of the Plan, shall not constitute a defense to enforcement of any of the Protective Covenants by injunction.
10. Indemnification.
Executive hereby indemnifies and agrees to defend and hold harmless the Company and its employees, officers, directors, agents, representatives, affiliates and independent contractors from and against any and all damages, losses, costs (including, without limitation, court costs and attorneys’ fees), settlements, suits, actions, expenses, liabilities and claims of any kind caused by or resulting from any breach of this Agreement by Executive.
11. Construction.
The Protective Covenants shall be presumed to be enforceable, and any reading causing unenforceability shall yield to a construction permitting enforcement. If any one of the Protective Covenants shall be found unenforceable, it shall be severed and the remaining Protective Covenants enforced in accordance with the tenor thereof.
12. Miscellaneous.
(a) Assignment. Executive shall not assign this Agreement, in whole or in part, without the prior written consent of the Company, and any attempted assignment not in accordance herewith shall be null and void and of no force or effect. The Company may assign this Protective Covenant Agreement to any of its subsidiaries or affiliates or to its successor following a Change in Control.
(b) Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns.
(c) Survival. This Agreement and all covenants and agreements made herein shall survive the execution and delivery hereof.
(d) Amendment and Termination. This Agreement, including all exhibits, may be amended or terminated only by a writing executed by the parties hereto.
(e) Construction. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, to the extent not preempted by federal law, disregarding any provision of law which would require the application of the law of another state. No provision of this Agreement or any related document shall be construed against or interpreted to the disadvantage of any party by reason of such party having, or having deemed to have, structured or drafted such provision.
(f) Headings. The section and paragraph headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(g) Notices. Except as otherwise expressly provided herein, all notices, requests, comments and other communications under this Agreement shall be in writing and shall be given in accordance with Section 16 of the Plan.
(h) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument.
(i) Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions hereof shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.
(j) Attorneys’ Fees and Costs. Should Executive or the Company be required to commence an action in any court of competent jurisdiction to enforce this Agreement, such party shall be entitled to recover its attorneys’ fees and costs, to the extent that such party is the prevailing party.
[(k) Entire Agreement. This Agreement, together with the Plan and the Incentive Plan (including any award agreements thereunder), sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings, offer letters, employment agreements and any other agreements, whether oral or written, between them relating to the subject matter hereof [(including, without limitation, that certain [offer letter || Employment Agreement] dated [__] by and between the Executive and the Company)].
[Signature Page Follows.]
IN WITNESS HEREOF, the Company and Executive have executed this Agreement to be effective as of the date first written above.
RANGER ENERGY SERVICES, INC.
By:
Name:
Title:
EXECUTIVE
[Name of Executive]
Signature
EX-31.1
4
rngr-093025xex311snb.htm
EX-31.1
Document
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stuart N. Bodden, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Ranger Energy Services, Inc.
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: |
November 10, 2025 |
|
|
|
|
|
|
|
|
/s/ Stuart N. Bodden |
|
|
|
|
|
Stuart N. Bodden |
|
|
|
|
|
President, Chief Executive Officer and Director |
|
|
|
|
|
(Principal Executive Officer) |
|
EX-31.2
5
rngr-093025xex312mc.htm
EX-31.2
Document
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Melissa Cougle, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Ranger Energy Services, Inc.
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: |
November 10, 2025 |
|
|
|
|
|
|
|
|
/s/ Melissa Cougle |
|
|
|
|
|
Melissa Cougle |
|
|
|
|
|
Chief Financial Officer |
|
|
|
|
|
(Principal Financial Officer) |
|
EX-32.1
6
rngr-093025xex321snb.htm
EX-32.1
Document
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
UNDER SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350
In connection with the Quarterly Report on Form 10-Q of Ranger Energy Services, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stuart N. Bodden, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: |
November 10, 2025 |
|
|
|
|
|
|
|
|
/s/ Stuart N. Bodden |
|
|
|
|
|
Stuart N. Bodden |
|
|
|
|
|
President, Chief Executive Officer and Director |
|
|
|
|
|
(Principal Executive Officer) |
|
EX-32.2
7
rngr-093025xex322mc.htm
EX-32.2
Document
CERTIFICATION OF CHIEF FINANCIAL OFFICER
UNDER SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350
In connection with the Quarterly Report on Form 10-Q of Ranger Energy Services, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Melissa Cougle, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: |
November 10, 2025 |
|
|
|
|
|
|
|
|
/s/ Melissa Cougle |
|
|
|
|
|
Melissa Cougle |
|
|
|
|
|
Chief Financial Officer |
|
|
|
|
|
(Principal Financial Officer) |
|
|
|
|
|
|
|