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r
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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)
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| 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)
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Class A Common Stock, $0.01 par value |
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RNGR |
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New York Stock Exchange |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer ☐ |
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Accelerated Filer ☒ |
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Non-accelerated Filer ☐ |
Smaller reporting company ☒ |
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Emerging growth company ☐ |
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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 April 23, 2025, the registrant had 22,498,082 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;
•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 its 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)
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March 31, 2025 |
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December 31, 2024 |
| Assets |
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| Cash and cash equivalents |
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$ |
40.3 |
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$ |
40.9 |
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| Accounts receivable, net |
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67.1 |
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68.4 |
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| Contract assets |
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19.8 |
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16.7 |
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| Inventory |
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5.8 |
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5.7 |
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| Prepaid expenses |
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9.7 |
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11.4 |
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| Assets held for sale |
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0.8 |
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0.8 |
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| Total current assets |
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143.5 |
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143.9 |
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| Property and equipment, net |
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220.8 |
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224.3 |
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| Intangible assets, net |
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5.4 |
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5.6 |
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| Operating leases, right-of-use assets |
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6.0 |
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7.0 |
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| Other assets |
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0.8 |
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0.8 |
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| Total assets |
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$ |
376.5 |
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$ |
381.6 |
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| Liabilities and Stockholders' Equity |
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| Accounts payable |
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$ |
26.8 |
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$ |
27.2 |
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| Accrued expenses |
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25.8 |
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28.2 |
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| Other financing liability, current portion |
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0.7 |
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0.7 |
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| Long-term debt, current portion |
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— |
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— |
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| Short-term lease liability |
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8.7 |
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8.7 |
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| Other current liabilities |
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0.3 |
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0.4 |
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| Total current liabilities |
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62.3 |
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65.2 |
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| Long-term lease liability |
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13.4 |
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14.1 |
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| Other financing liability |
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10.1 |
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10.3 |
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| Deferred tax liability |
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18.1 |
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18.2 |
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| Total liabilities |
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103.9 |
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107.8 |
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|
|
| Commitments and contingencies (Note 14) |
|
|
|
|
|
|
|
|
|
| Stockholders' equity |
|
|
|
|
Preferred stock, $0.01 per share; 50,000,000 shares authorized; no shares issued or outstanding as of March 31, 2025 and December 31, 2024 |
|
— |
|
|
— |
|
Class A Common Stock, $0.01 par value, 100,000,000 shares authorized; 26,375,710 shares issued and 22,498,082 shares outstanding as of March 31, 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 March 31, 2025 and December 31, 2024 |
|
— |
|
|
— |
|
Less: Class A Common Stock held in treasury at cost; 3,877,628 treasury shares as of March 31, 2025 and 3,877,628 treasury shares as of December 31, 2024 |
|
(38.6) |
|
|
(38.6) |
|
| Retained earnings |
|
41.4 |
|
|
42.2 |
|
| Additional paid-in capital |
|
269.5 |
|
|
269.9 |
|
| Total stockholders' equity |
|
272.6 |
|
|
273.8 |
|
| Total liabilities and stockholders' equity |
|
$ |
376.5 |
|
|
$ |
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 |
|
|
|
|
March 31, |
|
|
|
|
2025 |
|
2024 |
|
|
|
|
| Revenue |
|
|
|
|
|
|
|
|
| High specification rigs |
|
$ |
87.5 |
|
|
$ |
79.7 |
|
|
|
|
|
| Wireline services |
|
17.2 |
|
|
32.8 |
|
|
|
|
|
| Processing solutions and ancillary services |
|
30.5 |
|
|
24.4 |
|
|
|
|
|
| Total revenue |
|
135.2 |
|
|
136.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses |
|
|
|
|
|
|
|
|
| Cost of services (exclusive of depreciation and amortization): |
|
|
|
|
|
|
|
|
| High specification rigs |
|
70.1 |
|
|
66.3 |
|
|
|
|
|
| Wireline services |
|
20.3 |
|
|
32.6 |
|
|
|
|
|
| Processing solutions and ancillary services |
|
25.0 |
|
|
21.9 |
|
|
|
|
|
| Total cost of services |
|
115.4 |
|
|
120.8 |
|
|
|
|
|
| General and administrative |
|
7.1 |
|
|
6.7 |
|
|
|
|
|
| Depreciation and amortization |
|
10.6 |
|
|
11.2 |
|
|
|
|
|
| Impairment of assets |
|
0.4 |
|
|
— |
|
|
|
|
|
| Loss (gain) on sale of assets |
|
0.7 |
|
|
(1.3) |
|
|
|
|
|
| Total operating expenses |
|
134.2 |
|
|
137.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating income (loss) |
|
1.0 |
|
|
(0.5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other expenses |
|
|
|
|
|
|
|
|
| Interest expense, net |
|
0.5 |
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total other expenses |
|
0.5 |
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income (loss) before income tax expense (benefit) |
|
0.5 |
|
|
(1.3) |
|
|
|
|
|
| Income tax expense (benefit) |
|
(0.1) |
|
|
(0.5) |
|
|
|
|
|
| Net income (loss) |
|
0.6 |
|
|
(0.8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income (loss) per common share |
|
|
|
|
|
|
|
|
| Basic |
|
$ |
0.03 |
|
|
$ |
(0.04) |
|
|
|
|
|
| Diluted |
|
$ |
0.03 |
|
|
$ |
(0.03) |
|
|
|
|
|
| Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
| Basic |
|
22,308,855 |
|
|
22,738,286 |
|
|
|
|
|
| Diluted |
|
23,111,467 |
|
|
22,922,284 |
|
|
|
|
|
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 March 31, |
|
|
|
2025 |
2024 |
2025 |
2024 |
|
|
|
|
|
|
Quantity |
Amount |
|
|
|
| Shares, Class A Common Stock |
|
|
|
|
|
|
|
|
|
| Balance, beginning of period |
26,130,574 |
|
25,756,017 |
|
$ |
0.3 |
|
$ |
0.3 |
|
|
|
|
|
|
| Issuance of shares under share-based compensation plans |
378,894 |
|
261,072 |
|
— |
|
— |
|
|
|
|
|
|
| Shares withheld for taxes on equity transactions |
(133,758) |
|
(74,273) |
|
— |
|
— |
|
|
|
|
|
|
| Balance, end of period |
26,375,710 |
|
25,942,816 |
|
$ |
0.3 |
|
$ |
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Treasury Stock |
|
|
|
|
|
|
|
|
|
| Balance, beginning of period |
(3,877,628) |
|
(2,357,328) |
|
$ |
(38.6) |
|
$ |
(23.1) |
|
|
|
|
|
|
| Repurchase of Class A Common Stock |
— |
|
(846,900) |
|
— |
|
(8.5) |
|
|
|
|
|
|
| Balance, end of period |
(3,877,628) |
|
(3,204,228) |
|
$ |
(38.6) |
|
$ |
(31.6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Retained Earnings |
|
|
|
|
|
|
|
|
|
| Balance, beginning of period |
|
|
$ |
42.2 |
|
$ |
28.4 |
|
|
|
|
|
|
| Net income |
|
|
0.6 |
|
(0.8) |
|
|
|
|
|
|
| Dividends declared |
|
|
(1.4) |
|
(1.1) |
|
|
|
|
|
|
| Balance, end of period |
|
|
$ |
41.4 |
|
$ |
26.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Additional paid-in capital |
|
|
|
|
|
|
|
|
|
| Balance, beginning of period |
|
|
$ |
269.9 |
|
$ |
266.2 |
|
|
|
|
|
|
| Equity based compensation |
|
|
1.5 |
|
1.2 |
|
|
|
|
|
|
| Shares withheld for taxes for equity compensation |
|
|
(1.9) |
|
(0.9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, end of period |
|
|
$ |
269.5 |
|
$ |
266.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total shareholders’ equity |
|
|
|
|
|
|
|
|
|
| Balance, beginning of period |
|
|
$ |
273.8 |
|
$ |
271.8 |
|
|
|
|
|
|
| Net income |
|
|
0.6 |
|
(0.8) |
|
|
|
|
|
|
| Dividends declared |
|
|
(1.4) |
|
(1.1) |
|
|
|
|
|
|
| Equity based compensation |
|
|
1.5 |
|
1.2 |
|
|
|
|
|
|
| Shares withheld for taxes for equity compensation |
|
|
(1.9) |
|
(0.9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Repurchase of Class A Common Stock |
|
|
— |
|
(8.5) |
|
|
|
|
|
|
| Balance, end of period |
|
|
$ |
272.6 |
|
$ |
261.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2025 |
|
2024 |
| Cash Flows from Operating Activities |
|
|
|
|
| Net income (loss) |
|
$ |
0.6 |
|
|
$ |
(0.8) |
|
| Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
| Depreciation and amortization |
|
10.6 |
|
|
11.2 |
|
| Equity based compensation |
|
1.6 |
|
|
1.3 |
|
| Gain on disposal of property and equipment |
|
0.7 |
|
|
(1.3) |
|
| Impairment of assets |
|
0.4 |
|
|
— |
|
|
|
|
|
|
Deferred income tax expense |
|
(0.1) |
|
|
(0.5) |
|
|
|
|
|
|
| Other expense, net |
|
0.2 |
|
|
0.2 |
|
| Changes in operating assets and liabilities |
|
|
|
|
| Accounts receivable |
|
1.1 |
|
|
14.7 |
|
| Contract assets |
|
(3.1) |
|
|
(3.6) |
|
| Inventory |
|
(0.1) |
|
|
— |
|
| Prepaid expenses and other current assets |
|
1.7 |
|
|
3.0 |
|
| Other assets |
|
0.6 |
|
|
0.1 |
|
| Accounts payable |
|
(0.3) |
|
|
(9.5) |
|
| Accrued expenses |
|
(2.5) |
|
|
(2.6) |
|
| Other current liabilities |
|
(0.7) |
|
|
0.2 |
|
| Other long-term liabilities |
|
(0.1) |
|
|
(0.4) |
|
| Net cash provided by operating activities |
|
10.6 |
|
|
12.0 |
|
|
|
|
|
|
| Cash Flows from Investing Activities |
|
|
|
|
| Purchase of property and equipment |
|
(7.2) |
|
|
(6.5) |
|
| Proceeds from disposal of property and equipment |
|
1.1 |
|
|
0.8 |
|
|
|
|
|
|
| Net cash used in investing activities |
|
(6.1) |
|
|
(5.7) |
|
|
|
|
|
|
| Cash Flows from Financing Activities |
|
|
|
|
| Borrowings under Revolving Credit Facility |
|
0.1 |
|
|
2.1 |
|
| Principal payments on Revolving Credit Facility |
|
(0.1) |
|
|
(2.1) |
|
|
|
|
|
|
| Principal payments on financing lease obligations |
|
(1.7) |
|
|
(1.3) |
|
|
|
|
|
|
| Principal payments on other financing liabilities |
|
(0.2) |
|
|
(0.1) |
|
|
|
|
|
|
| Dividends paid to Class A Common Stock shareholders |
|
(1.3) |
|
|
— |
|
| Shares withheld for equity compensation |
|
(1.9) |
|
|
(0.9) |
|
| Payments on Other Installment Purchases |
|
— |
|
|
(0.1) |
|
|
|
|
|
|
| Repurchase of Class A Common Stock |
|
— |
|
|
(8.5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash used in financing activities |
|
(5.1) |
|
|
(10.9) |
|
|
|
|
|
|
| Increase (decrease) in cash and cash equivalents |
|
(0.6) |
|
|
(4.6) |
|
| Cash and cash equivalents, Beginning of Period |
|
40.9 |
|
|
15.7 |
|
| Cash and cash equivalents, End of Period |
|
$ |
40.3 |
|
|
$ |
11.1 |
|
|
|
|
|
|
| Supplemental Cash Flow Information |
|
|
|
|
| Interest paid |
|
$ |
0.5 |
|
|
$ |
0.4 |
|
| Supplemental Disclosure of Non-cash Investing and Financing Activities |
|
|
|
|
| Capital expenditures included in accounts payable and accrued liabilities |
|
$ |
0.1 |
|
|
$ |
0.1 |
|
| Additions to fixed assets through installment purchases and financing leases |
|
$ |
(1.6) |
|
|
$ |
(0.9) |
|
| Additions to fixed assets through asset trades |
|
$ |
(0.2) |
|
|
$ |
2.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 complimentary 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.”
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.”
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.
Note 3 — 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 March 31, 2025, the Company classified $0.8 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 March 31, 2024.
For the three months ended March 31, 2025 and 2024, the Company recognized a net loss on assets previously held in Property and equipment of $0.7 million and a net gain on assets previously held for sale of $1.3 million, respectively, which is shown on the Condensed Consolidated Statements of Operations.
Note 4 — Property and Equipment, Net
Property and equipment, net include the following (in millions):
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Estimated Useful Life (years) |
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March 31, 2025 |
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December 31, 2024 |
| High specification rigs |
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15 |
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$ |
152.2 |
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$ |
150.2 |
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| Machinery and equipment |
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3 - 30 |
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214.1 |
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216.0 |
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| Vehicles |
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3 - 15 |
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53.6 |
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55.1 |
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| Other property and equipment |
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5 - 25 |
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21.7 |
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21.4 |
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| Property and equipment |
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441.6 |
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442.7 |
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| Less: accumulated depreciation |
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(231.9) |
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(229.0) |
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| Construction in progress |
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11.1 |
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10.6 |
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| Property and equipment, net |
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$ |
220.8 |
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$ |
224.3 |
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Depreciation expense was $10.4 million and $11.0 million for the three months ended March 31, 2025 and 2024, respectively.
Note 5 — Intangible Assets, Net
Definite lived intangible assets are comprised of the following (in millions):
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Estimated Useful Life (years) |
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March 31, 2025 |
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December 31, 2024 |
| Customer relationships |
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10-18 |
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$ |
11.4 |
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$ |
11.4 |
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| Less: accumulated amortization |
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(6.0) |
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(5.8) |
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| Intangible assets, net |
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$ |
5.4 |
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$ |
5.6 |
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Amortization expense was $0.2 million and $0.2 million for the three months ended March 31, 2025 and 2024, respectively. Amortization expense for the future periods is expected to be as follows (in millions):
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| For the twelve months ending March 31, |
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Amount |
| 2026 |
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$ |
0.7 |
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| 2027 |
|
0.7 |
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| 2028 |
|
0.6 |
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| 2029 |
|
0.5 |
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| 2030 |
|
0.5 |
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| Thereafter |
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2.4 |
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| Total |
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$ |
5.4 |
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Note 6 — Accrued Expenses
Accrued expenses include the following (in millions):
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March 31, 2025 |
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December 31, 2024 |
| Accrued payables |
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$ |
10.1 |
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$ |
7.7 |
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| Accrued compensation |
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11.8 |
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15.6 |
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| Accrued taxes |
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1.2 |
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2.2 |
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| Accrued insurance |
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2.7 |
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2.7 |
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| Accrued expenses |
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$ |
25.8 |
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$ |
28.2 |
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Note 7 — 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 months ended March 31, 2025 and 2024, are as follows (in millions):
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Three Months Ended March 31, |
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2025 |
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2024 |
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| Short-term lease costs |
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$ |
3.7 |
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$ |
3.3 |
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| Operating lease costs |
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$ |
0.8 |
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$ |
0.8 |
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| Operating cash outflows from operating leases |
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$ |
0.9 |
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$ |
0.8 |
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| Weighted average remaining lease term |
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1.8 years |
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3.4 years |
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| Weighted average discount rate |
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8.1 |
% |
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8.1 |
% |
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As of March 31, 2025, aggregate future minimum lease payments under operating leases are as follows (in millions):
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For the twelve months ending March 31, |
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Total |
| 2026 |
|
$ |
3.3 |
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| 2027 |
|
2.9 |
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| 2028 |
|
1.2 |
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| 2029 |
|
0.3 |
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| 2030 |
|
— |
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| Total future minimum lease payments |
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7.7 |
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| Less: amount representing interest |
|
(0.8) |
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| Present value of future minimum lease payments |
|
6.9 |
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| Less: current portion of operating lease obligations |
|
(2.9) |
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| Long-term portion of operating lease obligations |
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$ |
4.0 |
|
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 $0.4 million, in accordance with ASC 360-10 on February 1, 2025. The fair value of the right of use asset was measured as the present value of the future sublease cash flows using the Company’s incremental borrowing rate.
Finance Leases
The Company leases certain assets, primarily automobiles, under finance leases with terms that are generally three to five years. The assets and liabilities under finance leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the assets. The assets are amortized over the shorter of the estimated useful lives or over the lease term. The finance leases are included in Property and equipment, net, Short-term lease liability and Long-term lease liability in the Condensed Consolidated Balance Sheets.
Lease costs and other information related to finance leases for the three months ended March 31, 2025 and 2024, are as follows (in millions):
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Three Months Ended March 31, |
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2025 |
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2024 |
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| Amortization of finance leases |
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$ |
1.6 |
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$ |
1.3 |
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| Interest on lease liabilities |
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$ |
0.6 |
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$ |
0.5 |
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| Financing cash outflows from finance leases |
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$ |
1.7 |
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$ |
1.3 |
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| Weighted average remaining lease term |
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2.1 years |
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2.3 years |
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| Weighted average discount rate |
|
6.5 |
% |
|
6.1 |
% |
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|
As of March 31, 2025, aggregate future minimum lease payments under finance leases are as follows (in millions):
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| For the twelve months ending March 31, |
|
Total |
| 2026 |
|
$ |
6.9 |
|
| 2027 |
|
5.5 |
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| 2028 |
|
3.7 |
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| 2029 |
|
1.1 |
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| Total future minimum lease payments |
|
17.2 |
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| Less: amount representing interest and fees |
|
(2.1) |
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| Present value of future minimum lease payments |
|
15.1 |
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| Less: current portion of finance lease obligations |
|
(5.7) |
|
| Long-term portion of finance lease obligations |
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$ |
9.4 |
|
Note 8 — 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 March 31, 2025, aggregate future lease payments of the financing liabilities are as follows (in millions):
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|
For the twelve months ending March 31, |
|
Total |
| 2026 |
|
$ |
0.7 |
|
| 2027 |
|
0.7 |
|
| 2028 |
|
0.8 |
|
| 2029 |
|
0.8 |
|
| 2030 |
|
0.9 |
|
| Thereafter |
|
6.9 |
|
| Total future minimum lease payments |
|
$ |
10.8 |
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Note 9 — 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 (“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 March 31, 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 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. The initial maturity date was September 25, 2024, with provisions for automatic annual renewal related to the same insurance policy. On September 25, 2024, the amount of the Letter of Credit was increased to $2.1 million as part of incremental collateral requirements for the Company’s 2025 insurance renewal, with a new maturity date of September 25, 2025. The interest rate for this Letter of Credit was approximately 1.8% for the month ended March 31, 2025.
The Wells Fargo Revolving Credit Facility was drawn in part on May 31, 2023, to repay the Revolving Credit Facility, M&E Term Loan Facility, and the Secured Promissory Note, as defined below. The undrawn portion of 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 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 $67.9 million, which was based on a borrowing base certificate in effect as of March 31, 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 March 31, 2025. The Company does have $3.8 million in Letters of Credit open under the facility, leaving a residual $64.1 million available for borrowings as of March 31, 2025. Borrowings under the 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 three months ended March 31, 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 March 31, 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 10 — 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 three months ended March 31, 2025, the Company did not grant any RSAs. As of March 31, 2025, there was an aggregate of $3.4 million of unrecognized expense related to RSAs issued which is expected to be recognized over a weighted average period of 1.6 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 three months ended March 31, 2025, the Company granted approximately 232,500 RSUs to employees, with an approximated aggregate value of $4.0 million. As of March 31, 2025, there was an aggregate of $4.1 million of unrecognized expense related to RSUs issued to non-employee directors and employees which is expected to be recognized over a weighted average period of 2.6 years.
Certain non-employee directors grant 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. As of March 31, 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 three months ended March 31, 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 three months ended March 31, 2025 are expected to vest (if at all) following the completion of the applicable performance period on December 31, 2027. As of March 31, 2025, there was an aggregate of $4.7 million of unrecognized compensation cost related to performance stock units which are expected to be recognized over a weighted average period of 1.7 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 three months ended March 31, 2025, the Company did not repurchase any of the Company’s Class A Common Stock on the open market. As of March 31, 2025, an aggregate of 3,325,800 shares of Class A Common Stock were purchased for a total of $34.8 million, net of tax since the inception of the repurchase plan announced on March 7, 2023 and $50.2 million remained available under the share repurchase program. The Company has accrued stock repurchase excise tax of $0.1 million for the three months ended March 31, 2025.
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 $1.3 million for the three months ended March 31, 2025. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.
Note 11 — Risk Concentrations
Customer Concentrations
During the three months ended March 31, 2025, four customers accounted for approximately 29%, 11%, 13% and 11%, respectively, of the Company’s consolidated revenues. These customers contributed 70% of the revenue for high specification rigs, 28% for wireline services, and 66% for processing solutions and ancillary services. As of March 31, 2025, approximately 64% of the net accounts receivable balance was due from these four customers.
During the three months ended March 31, 2024, four customers accounted for approximately 12%, 11%, 10% and 10%, respectively, of the Company’s consolidated revenue. These customers contributed 62% of the revenue for high specification rigs, 9% for wireline services, and 29% for processing solutions and ancillary services. As of March 31, 2024, approximately 15% of the net accounts receivable balance, in aggregate, was due from this customer.
Note 12 — 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 three months ended March 31, 2025 and 2024 was (30.6%) and 27.0%, 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.
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 three months ended March 31, 2025 differed from amounts computed by applying the U.S. federal statutory tax rates to pre-tax income or loss primarily due to the beneficial impact of equity compensation which vested during the first quarter of 2025. Tax expense for the first quarter of 2024 was impacted by state income taxes as well as certain non-deductible expenses.
The Company is subject to the following material taxing jurisdictions: the United States and Texas. As of March 31, 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 March 31, 2025, the Company had not established any reserves for, nor recorded any unrecognized benefits related to, uncertain tax positions.
Note 13 — Earnings (Loss) 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):
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Three Months Ended March 31, |
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2025 |
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2024 |
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| Income (loss) (numerator): |
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| Basic: |
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| Income (loss) attributable to Ranger Energy Services, Inc. |
|
$ |
0.6 |
|
|
$ |
(0.8) |
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|
|
|
|
|
|
|
|
| Net income (loss) attributable to Class A Common Stock |
|
$ |
0.6 |
|
|
$ |
(0.8) |
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| Diluted: |
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| Income (loss) attributable to Ranger Energy Services, Inc. |
|
$ |
0.6 |
|
|
$ |
(0.8) |
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| Net income (loss) attributable to Class A Common Stock |
|
$ |
0.6 |
|
|
$ |
(0.8) |
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| Weighted average shares (denominator): |
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| Weighted average number of shares - basic |
|
22,308,855 |
|
|
22,738,286 |
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|
|
| Effect of share-based awards |
|
802,612 |
|
|
183,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average number of shares - diluted |
|
23,111,467 |
|
|
22,922,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic income (loss) per share |
|
$ |
0.03 |
|
|
$ |
(0.04) |
|
|
|
|
|
|
|
|
|
| Diluted income (loss) per share |
|
$ |
0.03 |
|
|
$ |
(0.03) |
|
|
|
|
|
|
|
|
|
Note 14 — 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 15 — 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, loss on debt retirement, gain or loss on disposal of property and equipment, acquisition related costs, severance and reorganization costs, significant and unusual legal fees and settlements, impairment of assets, 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 principals 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 complimentary 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, debt retirements and other items similar in nature.
Certain segment information for the three months ended March 31, 2025 and 2024 is as follows (in millions):
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|
High Specification Rigs |
|
Wireline Services |
|
Processing Solutions and Ancillary Services |
|
Other |
|
Total |
|
|
Three Months Ended March 31, 2025 |
| Revenue |
|
$ |
87.5 |
|
|
$ |
17.2 |
|
|
$ |
30.5 |
|
|
$ |
— |
|
|
$ |
135.2 |
|
| Employee expenses |
|
45.1 |
|
|
9.5 |
|
|
6.5 |
|
|
4.5 |
|
|
65.6 |
|
| Repair and maintenance |
|
8.0 |
|
|
2.3 |
|
|
2.7 |
|
|
— |
|
|
13.0 |
|
| Other segment items* |
|
17.0 |
|
|
8.5 |
|
|
15.8 |
|
|
2.6 |
|
|
43.9 |
|
| Depreciation and amortization |
|
5.4 |
|
|
2.7 |
|
|
2.2 |
|
|
0.3 |
|
|
10.6 |
|
| Impairment of assets |
|
— |
|
|
— |
|
|
— |
|
|
0.4 |
|
|
0.4 |
|
| Gain on sale of assets |
|
— |
|
|
— |
|
|
— |
|
|
0.7 |
|
|
0.7 |
|
| Operating income (loss) |
|
12.0 |
|
|
(5.8) |
|
|
3.3 |
|
|
(8.5) |
|
|
1.0 |
|
| Interest expense, net |
|
— |
|
|
— |
|
|
— |
|
|
0.5 |
|
|
0.5 |
|
| Income tax expense |
|
— |
|
|
— |
|
|
— |
|
|
(0.1) |
|
|
(0.1) |
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
|
$ |
12.0 |
|
|
$ |
(5.8) |
|
|
$ |
3.3 |
|
|
$ |
(8.9) |
|
|
$ |
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense, net |
|
— |
|
|
— |
|
|
— |
|
|
0.5 |
|
|
0.5 |
|
Income tax expense |
|
— |
|
|
— |
|
|
— |
|
|
(0.1) |
|
|
(0.1) |
|
| Depreciation and amortization |
|
5.4 |
|
|
2.7 |
|
|
2.2 |
|
|
0.3 |
|
|
10.6 |
|
| EBITDA |
|
17.4 |
|
|
(3.1) |
|
|
5.5 |
|
|
(8.2) |
|
|
11.6 |
|
| Impairment of assets |
|
— |
|
|
— |
|
|
— |
|
|
0.4 |
|
|
0.4 |
|
| Equity based compensation |
|
— |
|
|
— |
|
|
— |
|
|
1.5 |
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|
| Gain on disposal of property and equipment |
|
— |
|
|
— |
|
|
— |
|
|
0.7 |
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
| Severance and reorganization costs |
|
— |
|
|
0.6 |
|
|
— |
|
|
— |
|
|
0.6 |
|
| Acquisition related costs |
|
— |
|
|
0.2 |
|
|
0.1 |
|
|
0.1 |
|
|
0.4 |
|
| Legal fees and settlements |
|
— |
|
|
— |
|
|
— |
|
|
0.3 |
|
|
0.3 |
|
| Adjusted EBITDA |
|
$ |
17.4 |
|
|
$ |
(2.3) |
|
|
$ |
5.6 |
|
|
$ |
(5.2) |
|
|
$ |
15.5 |
|
|
|
|
|
|
|
|
|
|
|
|
| Capital expenditures |
|
$ |
7.3 |
|
|
$ |
— |
|
|
$ |
1.7 |
|
|
$ |
— |
|
|
$ |
9.0 |
|
|
|
|
|
|
|
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_____________________________________
* 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.
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|
|
|
|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
High Specification Rigs |
|
Wireline Services |
|
Processing Solutions and Ancillary Services |
|
Other |
|
Total |
|
|
Three Months Ended March 31, 2024 |
| Revenue |
|
$ |
79.7 |
|
|
$ |
32.8 |
|
|
$ |
24.4 |
|
|
$ |
— |
|
|
$ |
136.9 |
|
| Employee expenses |
|
43.6 |
|
|
19.1 |
|
|
12.8 |
|
|
3.9 |
|
|
79.4 |
|
| Repair and maintenance |
|
7.4 |
|
|
1.5 |
|
|
1.1 |
|
|
— |
|
|
10.0 |
|
| Other segment items* |
|
15.3 |
|
|
12.0 |
|
|
8.0 |
|
|
2.8 |
|
|
38.1 |
|
| Depreciation and amortization |
|
5.6 |
|
|
3.1 |
|
|
2.0 |
|
|
0.5 |
|
|
11.2 |
|
| Gain on sale of assets |
|
— |
|
|
— |
|
|
— |
|
|
(1.3) |
|
|
(1.3) |
|
| Operating income (loss) |
|
7.8 |
|
|
(2.9) |
|
|
0.5 |
|
|
(5.9) |
|
|
(0.5) |
|
| Interest expense, net |
|
— |
|
|
— |
|
|
— |
|
|
0.8 |
|
|
0.8 |
|
| Income tax benefit |
|
— |
|
|
— |
|
|
— |
|
|
(0.5) |
|
|
(0.5) |
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
|
$ |
7.8 |
|
|
$ |
(2.9) |
|
|
$ |
0.5 |
|
|
$ |
(6.2) |
|
|
$ |
(0.8) |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense, net |
|
— |
|
|
— |
|
|
— |
|
|
0.8 |
|
|
0.8 |
|
| Income tax benefit |
|
— |
|
|
— |
|
|
— |
|
|
(0.5) |
|
|
(0.5) |
|
| Depreciation and amortization |
|
5.6 |
|
|
3.1 |
|
|
2.0 |
|
|
0.5 |
|
|
11.2 |
|
| EBITDA |
|
13.4 |
|
|
0.2 |
|
|
2.5 |
|
|
(5.4) |
|
|
10.7 |
|
| Impairment of assets |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Equity based compensation |
|
— |
|
|
— |
|
|
— |
|
|
1.2 |
|
|
1.2 |
|
| Loss on retirement of debt |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Gain on disposal of property and equipment |
|
— |
|
|
— |
|
|
— |
|
|
(1.3) |
|
|
(1.3) |
|
|
|
|
|
|
|
|
|
|
|
|
| Severance and reorganization costs |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Acquisition related costs |
|
0.2 |
|
|
— |
|
|
— |
|
|
0.1 |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted EBITDA |
|
$ |
13.6 |
|
|
$ |
0.2 |
|
|
$ |
2.5 |
|
|
$ |
(5.4) |
|
|
$ |
10.9 |
|
|
|
|
|
|
|
|
|
|
|
|
| Capital expenditures |
|
$ |
3.9 |
|
|
$ |
0.9 |
|
|
$ |
1.7 |
|
|
$ |
— |
|
|
$ |
6.5 |
|
|
|
|
|
|
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_____________________________________
* 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 16 — Subsequent Events
On April 29, 2025, the Board of Directors declared a quarterly cash dividend of $0.06 per share payable May 23, 2025 to common stockholders of record at the close of business on May 9, 2025. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.
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 complimentary 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, debt retirements and other items similar in nature.
For additional financial information about our segments, please see “Item 1. Financial Information — Note 15 — Segment Reporting.”
Business Outlook
Despite drilling and completion activity declines during 2024, the Company was able to maintain relatively consistent performance in most service lines and this trend has continued through the first 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. Typical seasonality and weather impacts from the first quarter are expected to abate as temperatures across the basins in which we operate increase and longer days result in a greater number of workable hours for our equipment and crews.
Consolidation occurring at the E&P operator level within the energy industry is expected to impact U.S. onshore activity levels although the full extent of this impact is not yet known. 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 not seen a significant change 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. Furthermore, as relates to natural gas, the EIA expects U.S. natural gas demand to increase on the back of a rise in exports, serving as a potential tailwind for our assets both in gas markets where we have comparatively little exposure today and as a catalyst for tightening of asset availability given the ability of assets to work across production basins.
The Company believes current geopolitical events will continue to have an impact on our industry, including the impact of the current administration’s tariff policy on broader macroeconomic growth and associated energy demand. We are also monitoring the supply side, as the potential for increased production from OPEC+ could have an impact on 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 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, loss on debt retirement, gain or loss on disposal of property and equipment, significant and unusual legal fees and settlements, impairment of assets, 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 March 31, 2025 compared to Three Months Ended March 31, 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).
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
March 31, |
|
Variance |
|
|
2025 |
|
2024 |
|
$ |
|
% |
| Revenue |
|
|
|
|
|
|
|
|
| High specification rigs |
|
$ |
87.5 |
|
|
$ |
79.7 |
|
|
$ |
7.8 |
|
|
10 |
% |
| Wireline services |
|
17.2 |
|
|
32.8 |
|
|
(15.6) |
|
|
(48) |
% |
| Processing solutions and ancillary services |
|
30.5 |
|
|
24.4 |
|
|
6.1 |
|
|
25 |
% |
| Total revenue |
|
135.2 |
|
|
136.9 |
|
|
(1.7) |
|
|
(1) |
% |
|
|
|
|
|
|
|
|
|
| Operating expenses |
|
|
|
|
|
|
|
|
| Cost of services (exclusive of depreciation and amortization): |
|
|
|
|
|
|
|
|
| High specification rigs |
|
70.1 |
|
|
66.3 |
|
|
3.8 |
|
|
6 |
% |
| Wireline services |
|
20.3 |
|
|
32.6 |
|
|
(12.3) |
|
|
(38) |
% |
| Processing solutions and ancillary services |
|
25.0 |
|
|
21.9 |
|
|
3.1 |
|
|
14 |
% |
| Total cost of services |
|
115.4 |
|
|
120.8 |
|
|
(5.4) |
|
|
(4) |
% |
| General and administrative |
|
7.1 |
|
|
6.7 |
|
|
0.4 |
|
|
6 |
% |
| Depreciation and amortization |
|
10.6 |
|
|
11.2 |
|
|
(0.6) |
|
|
(5) |
% |
| Impairment of assets |
|
0.4 |
|
|
— |
|
|
0.4 |
|
|
100 |
% |
| Loss (gain) on sale of assets |
|
0.7 |
|
|
(1.3) |
|
|
2.0 |
|
|
(154) |
% |
| Total operating expenses |
|
134.2 |
|
|
137.4 |
|
|
(3.2) |
|
|
(2) |
% |
|
|
|
|
|
|
|
|
|
| Operating income (loss) |
|
1.0 |
|
|
(0.5) |
|
|
1.5 |
|
|
300 |
% |
|
|
|
|
|
|
|
|
|
| Other expenses |
|
|
|
|
|
|
|
|
| Interest expense, net |
|
0.5 |
|
|
0.8 |
|
|
(0.3) |
|
|
(38) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total other expenses |
|
0.5 |
|
|
0.8 |
|
|
(0.3) |
|
|
(38) |
% |
|
|
|
|
|
|
|
|
|
| Income (loss) before income tax expense (benefit) |
|
0.5 |
|
|
(1.3) |
|
|
1.8 |
|
|
138 |
% |
| Income tax expense (benefit) |
|
(0.1) |
|
|
(0.5) |
|
|
0.4 |
|
|
(80) |
% |
| Net income (loss) |
|
$ |
0.6 |
|
|
$ |
(0.8) |
|
|
$ |
1.4 |
|
|
175 |
% |
Revenue. Revenue for the three months ended March 31, 2025 decreased $1.7 million, or 1%, to $135.2 million from $136.9 million for the three months ended March 31, 2024. The change in revenue by segment was as follows:
High Specification Rigs. High Specification Rigs revenue for the three months ended March 31, 2025 increased $7.8 million, or 10%, to $87.5 million from $79.7 million for the three months ended March 31, 2024. The revenue increase is attributable to slightly improved pricing and the average revenue per rig hour increasing 3% to $756 for the three months ended March 31, 2025 from $718 for the three months ended March 31, 2024 due to the build out of complete rig packages with additional equipment, coupled by a corresponding increase in total rig hours to 115,700 hours for the three months ended March 31, 2025 from 111,000 hours reported for three months ended March 31, 2024.
Wireline Services. Wireline Services revenue for the three months ended March 31, 2025 decreased $15.6 million, or 48%, to $17.2 million from $32.8 million for the three months ended March 31, 2024. The decreased revenue was primarily attributable to a decrease in completion services revenue of $11.5 million where there was a 64% decrease in completed stage counts to 1,400 for the three months ended March 31, 2025 from 3,400 for the three months ended March 31, 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 revenues decreased year over year due to the more extreme weather conditions in 2025 driving activity levels lower while pump down revenue decreased year over year due to a reduction in operational activity as a result of weather impacts and additional competitive dynamics across basins.
Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services revenue for the three months ended March 31, 2025 increased $6.1 million, or 25%, to $30.5 million from $24.4 million for the three months ended March 31, 2024.
The increase in revenue is primarily attributable to increases in revenue within rentals, coil tubing, and plugging and abandonment by $3.4 million, $2.4 million, and $0.4 million, respectively.
Cost of services (exclusive of depreciation and amortization). Cost of services for the three months ended March 31, 2025 decreased $5.4 million, or 4%, to $115.4 million from $120.8 million for the three months ended March 31, 2024. As a percentage of revenue, cost of services was 85% and 88% for the three months ended March 31, 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 March 31, 2025 increased $3.8 million, to $70.1 million from $66.3 million for the three months ended March 31, 2024. The increase was primarily attributable to an increase in variable expenses, notably employee-related labor costs, repair and maintenance costs, and travel costs of $2.0 million, $0.5 million and $0.5 million, respectively. As a percentage of High Specification Rigs revenue, cost of services was 80% for the three months ended March 31, 2025, a decrease from 83% for the three months ended March 31, 2024.
Wireline Services. Wireline Services cost of services for the three months ended March 31, 2025 decreased $12.3 million, or 38%, to $20.3 million from $32.6 million for the three months ended March 31, 2024. The decrease in wireline services cost of sales was primarily attributable to reductions in completion services costs of $10.8 million as the Company continued to reorganize this service line during the quarter to align with lower operating levels. As a percentage of Wireline Services revenue, cost of services increased from 99% for the three months ended March 31, 2024 to 118% for the three months ended March 31, 2025 primarily due to declining operating leverage from lower activity levels.
Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services cost of services for the three months ended March 31, 2025 increased $3.1 million, or 14%, to $25.0 million from $21.9 million for the three months ended March 31, 2024. The increase was primarily attributable to increased direct material costs and employee-related labor costs which accounted for $1.5 million and $0.9 million, respectively. As a percentage of Processing Solutions and Ancillary Services revenue, cost of services improved from 90% for the three months ended March 31, 2024 to 82% for the three months ended March 31, 2025 due to increased operational efficiencies and cost reductions.
General & Administrative. General and administrative expenses remained relatively flat; the three months ended March 31, 2025 increased $0.4 million, or 6%, to $7.1 million from $6.7 million for the three months ended March 31, 2024.
Depreciation and Amortization. Depreciation and amortization for the three months ended March 31, 2025 decreased $0.6 million, or 5%, to $10.6 million from $11.2 million for the three months ended March 31, 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 decreased from $0.8 million for the three months ended March 31, 2024 to $0.6 million for the three months ended March 31, 2025. The changes in interest expense were attributable to reduced borrowings on the Wells Fargo Revolving Credit Facility and decreased borrowing costs on finance leases.
Income Tax Expense or Benefit. Income tax benefit for the three months ended March 31, 2025 decreased $0.4 million, or 80%, resulting in an income tax benefit of $0.1 million compared to income tax benefit of $0.5 million for three months ended March 31, 2024. The lower tax rate for the period ended March 31, 2025 resulted from beneficial equity compensation which vested during the first quarter of 2025.
Net Income (loss). Net income for the three months ended March 31, 2025 increased $1.4 million, or 175%, to $0.6 million from a loss of $0.8 million for the three months ended March 31, 2024. The increase in net income was driven by continued increases in High Specification Rigs and Ancillary Services, partially offset by 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, loss on debt retirement, gain or loss on disposal of property and equipment, significant and unusual legal fees and settlements, impairment of assets, 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 March 31, 2025 compared to Three Months Ended March 31, 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 March 31, 2025 |
| Net income (loss) |
|
$ |
12.0 |
|
|
$ |
(5.8) |
|
|
$ |
3.3 |
|
|
$ |
(8.9) |
|
|
$ |
0.6 |
|
| Interest expense, net |
|
— |
|
|
— |
|
|
— |
|
|
0.5 |
|
|
0.5 |
|
Income tax expense |
|
— |
|
|
— |
|
|
— |
|
|
(0.1) |
|
|
(0.1) |
|
| Depreciation and amortization |
|
5.4 |
|
|
2.7 |
|
|
2.2 |
|
|
0.3 |
|
|
10.6 |
|
| EBITDA |
|
17.4 |
|
|
(3.1) |
|
|
5.5 |
|
|
(8.2) |
|
|
11.6 |
|
| Impairment of assets |
|
— |
|
|
— |
|
|
— |
|
|
0.4 |
|
|
0.4 |
|
| Equity based compensation |
|
— |
|
|
— |
|
|
— |
|
|
1.5 |
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|
| Gain on disposal of property and equipment |
|
— |
|
|
— |
|
|
— |
|
|
0.7 |
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
| Severance and reorganization costs |
|
— |
|
|
0.6 |
|
|
— |
|
|
— |
|
|
0.6 |
|
| Acquisition related costs |
|
— |
|
|
0.2 |
|
|
0.1 |
|
|
0.1 |
|
|
0.4 |
|
| Legal fees and settlements |
|
— |
|
|
— |
|
|
— |
|
|
0.3 |
|
|
0.3 |
|
| Adjusted EBITDA |
|
$ |
17.4 |
|
|
$ |
(2.3) |
|
|
$ |
5.6 |
|
|
$ |
(5.2) |
|
|
$ |
15.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High Specification Rigs |
|
Wireline Services |
|
Processing Solutions and Ancillary Services |
|
Other |
|
Total |
|
|
Three Months Ended March 31, 2024 |
| Net income (loss) |
|
$ |
7.8 |
|
|
$ |
(2.9) |
|
|
$ |
0.5 |
|
|
$ |
(6.2) |
|
|
$ |
(0.8) |
|
| Interest expense, net |
|
— |
|
|
— |
|
|
— |
|
|
0.8 |
|
|
0.8 |
|
| Income tax benefit |
|
— |
|
|
— |
|
|
— |
|
|
(0.5) |
|
|
(0.5) |
|
| Depreciation and amortization |
|
5.6 |
|
|
3.1 |
|
|
2.0 |
|
|
0.5 |
|
|
11.2 |
|
| EBITDA |
|
13.4 |
|
|
0.2 |
|
|
2.5 |
|
|
(5.4) |
|
|
10.7 |
|
|
|
|
|
|
|
|
|
|
|
|
| Equity based compensation |
|
— |
|
|
— |
|
|
— |
|
|
1.2 |
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
| Gain on disposal of property and equipment |
|
— |
|
|
— |
|
|
— |
|
|
(1.3) |
|
|
(1.3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acquisition related costs |
|
0.2 |
|
|
— |
|
|
— |
|
|
0.1 |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted EBITDA |
|
$ |
13.6 |
|
|
$ |
0.2 |
|
|
$ |
2.5 |
|
|
$ |
(5.4) |
|
|
$ |
10.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High Specification Rigs |
|
Wireline Services |
|
Processing Solutions and Ancillary Services |
|
Other |
|
Total |
|
|
Variance ($) |
| Net income (loss) |
|
$ |
4.2 |
|
|
$ |
(2.9) |
|
|
$ |
2.8 |
|
|
$ |
(2.7) |
|
|
$ |
1.4 |
|
| Interest expense, net |
|
— |
|
|
— |
|
|
— |
|
|
(0.3) |
|
|
(0.3) |
|
Income tax expense |
|
— |
|
|
— |
|
|
— |
|
|
0.4 |
|
|
0.4 |
|
| Depreciation and amortization |
|
(0.2) |
|
|
(0.4) |
|
|
0.2 |
|
|
(0.2) |
|
|
(0.6) |
|
| EBITDA |
|
4.0 |
|
|
(3.3) |
|
|
3.0 |
|
|
(2.8) |
|
|
0.9 |
|
| Impairment of assets |
|
— |
|
|
— |
|
|
— |
|
|
0.4 |
|
|
0.4 |
|
| Equity based compensation |
|
— |
|
|
— |
|
|
— |
|
|
0.3 |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
| Gain on disposal of property and equipment |
|
— |
|
|
— |
|
|
— |
|
|
2.0 |
|
|
2.0 |
|
|
|
|
|
|
|
|
|
|
|
|
| Severance and reorganization costs |
|
— |
|
|
0.6 |
|
|
— |
|
|
— |
|
|
0.6 |
|
| Acquisition related costs |
|
(0.2) |
|
|
0.2 |
|
|
0.1 |
|
|
— |
|
|
0.1 |
|
| Legal fees and settlements |
|
— |
|
|
— |
|
|
— |
|
|
0.3 |
|
|
0.3 |
|
| Adjusted EBITDA |
|
$ |
3.8 |
|
|
$ |
(2.5) |
|
|
$ |
3.1 |
|
|
$ |
0.2 |
|
|
$ |
4.6 |
|
Adjusted EBITDA for the three months ended March 31, 2025 increased $4.6 million to $15.5 million from $10.9 million for the three months ended March 31, 2024. The change by segment was as follows:
High Specification Rigs. High Specification Rigs Adjusted EBITDA for the three months ended March 31, 2025 increased $3.8 million to $17.4 million from $13.6 million for the three months ended March 31, 2024, due to increased revenue of $7.8 million, partially offset by a corresponding increase in cost of services of $3.8 million.
Wireline Services. Wireline Services Adjusted EBITDA for the three months ended March 31, 2025 decreased $2.5 million to a loss of $2.3 million from $0.2 million for the three months ended March 31, 2024, due to decreased operating activity resulting in revenue declines of $15.6 million, partially offset by a corresponding decrease in cost of services of $12.3 million.
Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services Adjusted EBITDA for the three months ended March 31, 2025 increased $3.1 million to $5.6 million from $2.5 million for the three months ended March 31, 2024, due to increased revenue of $6.1 million, partially offset by a corresponding increase in cost of services of $3.1 million.
Other. Other Adjusted EBITDA remained relatively flat with a loss of $5.2 million for the three months ended March 31, 2025 and $5.4 million for the three months ended March 31, 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 March 31, 2025, we had total liquidity of $104.4 million, consisting of $40.3 million of cash on hand and availability under our Wells Fargo Revolving Credit Facility of $64.1 million. Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $67.9 million, net of $3.8 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 $58.6 million as of March 31, 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Change |
|
|
2025 |
|
2024 |
|
$ |
|
% |
|
|
(in millions) |
| Net cash provided by operating activities |
|
$ |
10.6 |
|
|
$ |
12.0 |
|
|
$ |
(1.4) |
|
|
(12) |
% |
| Net cash used in investing activities |
|
(6.1) |
|
|
(5.7) |
|
|
(0.4) |
|
|
(7) |
% |
| Net cash used in financing activities |
|
(5.1) |
|
|
(10.9) |
|
|
5.8 |
|
|
53 |
% |
| Net change in cash |
|
$ |
(0.6) |
|
|
$ |
(4.6) |
|
|
$ |
4.0 |
|
|
(87) |
% |
Operating Activities
Net cash from operating activities decreased $1.4 million to $10.6 million for three months ended March 31, 2025 compared to $12.0 million for the three months ended March 31, 2024. The change in cash flows from operating activities is primarily attributable to a decrease in the gain on disposal of property and equipment for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Cash created from working capital decreased $6.1 million to a cash outflow of $3.9 million for the three months ended March 31, 2025, compared to $2.2 million utilized for the three months ended March 31, 2024 due to decreases in collections activities in the most recent quarters.
Investing Activities
Net cash used in investing activities increased $0.4 million to $6.1 million for three months ended March 31, 2025 compared to $5.7 million for the three months ended March 31, 2024. The change in cash flows from investing activities is largely attributable to slight increases in fixed asset additions that took place during the three months ended March 31, 2025 and more proceeds from asset disposals relative to those that occurred during the three months ended March 31, 2024.
Financing Activities
Net cash used in financing activities decreased $5.8 million to $5.1 million for three months ended March 31, 2025 compared to $10.9 million for the three months ended March 31, 2024. Unlike the first quarter of 2024, cash used in financing activities for the three months ended March 31, 2025 did not include any repurchases of Class A Common Stock (see Item 1. Financial Information— Note 10 — Equity).
Supplemental Disclosures
During the three months ended March 31, 2025, the Company added fixed assets of $1.5 million and $0.2 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 $81.2 million as of March 31, 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 (“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 March 31, 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 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. The initial maturity date was September 25, 2024, with provisions for automatic annual renewal related to the same insurance policy. On September 25, 2024, the amount of the Letter of Credit was increased to $2.1 million as part of incremental collateral requirements for the Company’s 2025 insurance renewal, with a new maturity date of September 25, 2025. The interest rate for this Letter of Credit was approximately 1.8% for the month ended March 31, 2025.
The Wells Fargo Revolving Credit Facility was drawn in part on May 31, 2023, to repay the Revolving Credit Facility, M&E Term Loan Facility, and the Secured Promissory Note. The undrawn portion of 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 $67.9 million, which was based on a borrowing base certificate in effect as of March 31, 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 March 31, 2025. The Company does have $3.8 million in Letters of Credit open under the facility, leaving a residual $64.1 million available for borrowings as of March 31, 2025. Borrowings under the 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 three months ended March 31, 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 March 31, 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 three months ended March 31, 2025, the Company did not repurchase any of the Company’s Class A Common Stock on the open market. As of March 31, 2025, an aggregate of 3,325,800 shares of Class A Common Stock were purchased for a total of $34.8 million, net of tax since the inception of the repurchase plan announced on March 7, 2023 and $50.2 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 $1.3 million to shareholders for the three months ended March 31, 2025. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.
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
We believe that geopolitical events will continue to have an impact on the macroeconomic backdrop of our industry, most notably, China’s growth expectations, the trade policies of the current US administration and non-domestic production levels primarily driven by OPEC+. The 2022 invasion of Ukraine by neighboring Russia caused turmoil in global markets and uncertainty regarding Russia’s oil supply while under sanctions. Additionally, ongoing conflicts in the Middle East have contributed to further uncertainty and created additional risk to global stability that could ultimately affect our business.
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, as the potential for increased production from OPEC+ could have an impact on 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 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.
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 March 31, 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 March 31, 2025, the top three trade receivable balances represented approximately 30%, 19%, and 9%, respectively, of consolidated net accounts receivable. Within our High Specification Rig segment, the top three trade receivable balances represented 30%, 19% and 9%, respectively, of total High Specification Rig net accounts receivable. Within our Wireline Services segment, the top three trade receivable balances represented 18%, 17%, and 10%, respectively, of total Wireline Services net accounts receivable. Within our Processing Solutions and Ancillary Services segment, the top three trade receivable balances represented 23%, 21%, and 12%, respectively, of total Processing Solutions and Ancillary Services net accounts receivable. We mitigate the associated credit risk by performing credit evaluations and monitoring the payment patterns of our customers.
Commodity Price Risk
The market for our services is indirectly exposed to fluctuations in the prices of oil and natural gas to the extent such fluctuations impact the activity levels of our E&P customers. See “— Recent Events” above for further details. Any prolonged substantial reduction in oil and natural gas prices would likely affect oil and natural gas production levels and therefore affect demand for our services. We do not currently intend to hedge our indirect exposure to commodity price risk.
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 March 31, 2025.
Changes in Internal Control over Financial Reporting
There were no other changes in our internal control over financial reporting during the quarter ended March 31, 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 $50.0 million of approved capacity through March 4, 2027. Share repurchases may take place from time to time on the open market or through privately negotiated transactions. The duration of the share repurchase program is 36 months and may be accelerated, suspended or discontinued at any time without notice.
The following table provides information with respect to Class A Common Stock purchases made by the Company during the three months ended March 31, 2025.
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| Period |
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Total Number of Shares Repurchased (1) |
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Average Price Paid Per Share |
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) |
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Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs (3) |
| January 1, 2025 - January 31, 2025 |
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— |
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$ |
— |
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— |
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3,078,512 |
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| February 1, 2025 - February 28, 2025 |
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— |
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— |
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— |
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3,019,557 |
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| March 1, 2025 - March 31, 2025 |
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100,963 |
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14.26 |
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— |
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3,555,880 |
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| Total |
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100,963 |
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$ |
14.26 |
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— |
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3,555,880 |
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_________________________
(1) Total number of shares repurchased during the first quarter of 2025 consists of 100,963 shares of Class A Common Stock, at an average price paid per share of $14.26, withheld by the Company in satisfaction of withholding taxes due upon the vesting of restricted stock shares granted to our employees under the Ranger Energy Services, Inc. 2017 Long-Term Incentive Plan. We did not repurchase any shares of Class A Common Stock in the open market pursuant to the share repurchase program.
(2) As of March 31, 2025, the maximum number of shares that may yet be purchased under the repurchase program is 3,555,800 shares of Class A Common Stock. This is based on the closing price of $14.19 of Ranger Energy Services, Inc.’s Class A Common Stock on the New York Stock Exchange as of March 31, 2025.
Item 5. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended March 31, 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.
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| INDEX TO EXHIBITS |
Exhibit Number |
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Description |
| 10.1* |
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| 10.2* |
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| 31.1* |
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| 31.2* |
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| 32.1** |
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| 32.2** |
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| 101.CAL* |
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iXBRL Calculation Linkbase Document |
| 101.DEF* |
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iXBRL Definition Linkbase Document |
| 101.INS* |
|
iXBRL Instance Document |
| 101.LAB* |
|
iXBRL Labels Linkbase Document |
| 101.PRE* |
|
iXBRL Presentation Linkbase Document |
| 101.SCH* |
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iXBRL Schema Document |
| 104* |
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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.
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| Ranger Energy Services, Inc. |
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| /s/ Melissa Cougle |
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April 30, 2025 |
| Melissa Cougle |
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Date |
| Chief Financial Officer |
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| (Principal Financial Officer) |
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EX-10.1
2
rngr-033125xex101rsu.htm
EX-10.1
Document
RANGER ENERGY SERVICES, INC.
[AMENDED AND RESTATED]1
2017 LONG TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT FOR EMPLOYEES
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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., 2017 [Amended and Restated] 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: one-third of the total number of RSUs granted under this Agreement shall vest on March 14, 2026, and one-third of the total number of RSUs granted under this Agreement shall vest on each annual anniversary thereafter, subject to your continuous service relationship with the Company or its Affiliates through each vesting date.
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 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. If you are on a leave of absence for any reason, then, with respect to the Award, the Company may, in its sole discretion, determine whether 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 number of shares of Stock equal to 100% of the number of RSUs that are vested 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. Such tax obligations may be satisfied through net withholding (which is a reduction of the amount of shares of Stock otherwise issuable or deliverable pursuant to the Award) and the maximum number of shares of Stock that may be so withheld shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to the Award, as determined by the Committee. 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 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.
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| Name: Stuart Bodden |
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| Title: President and Chief Executive Officer |
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Name: [Participant Name] |
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EX-10.2
3
rngr-033125xex102psu.htm
EX-10.2
Document
RANGER ENERGY SERVICES, INC.
[AMENDED AND RESTATED]1
2017 LONG TERM INCENTIVE PLAN
PERFORMANCE STOCK UNIT AWARD INCENTIVE AGREEMENT
THIS PERFORMANCE STOCK UNIT AWARD INCENTIVE AGREEMENT (this “Agreement”) is made and entered into by and between Ranger Energy Services, Inc., a Delaware corporation (the “Company”), and [●], an individual and employee of the Company (“Grantee”), as of the [xx]th day of [●], 2025 (the “Grant Date”), subject to the terms and conditions of the Ranger Energy Services, Inc. [Amended and Restated] 2017 Long Term Incentive Plan, as it may be amended from time to time thereafter (the “Plan”). The Plan is hereby incorporated herein in its entirety by this reference. Capitalized terms not otherwise defined in this Agreement shall have the meaning given to such terms in the Plan.
WHEREAS, Grantee is an executive officer of the Company, and in connection therewith, the Company desires to grant a Performance-Based Stock-Based Award to Grantee, subject to the terms and conditions of this Agreement and the Plan, with a view to increasing Grantee’s interest in the Company’s success and growth; and
WHEREAS, Grantee desires to be the holder of a Performance-Based Stock-Based Award subject to the terms and conditions of this Agreement and the Plan;
NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained herein, and such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.Grant of Performance Stock Units. Subject to the terms and conditions of this Agreement and the Plan, the Company hereby grants to Grantee [●] Performance Stock Units as described herein (the “Performance Stock Units”), which constitute a Performance-Based Stock-Based Award that is referred to as a Performance-Based Award under the Plan. Each Performance Stock Unit shall initially represent the equivalent of one Share as of the Grant Date, with the actual number of Shares to be paid out to be determined under the terms and conditions of this Agreement. With respect to the Performance Stock Units granted under this Agreement, the Committee reserves the right and authority, as exercised in its discretion, to modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award, early termination of a performance period, or modification of any other condition or limitation regarding an award, at any time before or after the Incentive Award becomes fully vested but prior to actual payment, but at all times subject to Section 6 for Detrimental Conduct. As a holder of Performance Stock Units, the Grantee has the rights of a general unsecured creditor of the Company unless and until the Performance Stock Units are converted to Shares upon vesting and transferred to Grantee, as set forth herein.
2.Transfer Restrictions. Grantee shall not sell, assign, transfer, exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose of (collectively, “Transfer”) any Performance Stock Units granted hereunder. Any purported Transfer of Performance Stock Units in breach of this Agreement shall be void and ineffective and shall not operate to Transfer any interest or title to the purported transferee.
3.Vesting of Performance Stock Units.
(a)Performance Period. For purposes of this Agreement, the performance period is the three-year period that begins on January 1, 2025, and ends on December 31, 2027 (the “Performance Period”). Subject to the terms and conditions of this Agreement, the Performance Stock Units shall vest and become payable to Grantee at the end of the Performance Period, provided that (i) Grantee is still an Employee at that time and has continuously been an Employee since the Grant Date (the “Service Requirement”) and (ii) the Board, or a duly authorized committee thereof, has certified in writing that the performance criterion established for the Performance Period as described below (the “Performance Criterion”) has been achieved. All Performance Stock Units that do not become vested during or at the end of the Performance Period shall be forfeited. The Board, in its discretion, may adjust the Performance Criterion to recognize special or non-recurring situations or circumstances with respect to the Company or any other company in the Peer Group for any year during the Performance Period arising from the acquisition or disposition of assets, costs associated with exit or disposal activities or material impairments. There are two Performance Criterion that have been established for the Performance Stock Units awarded under this Agreement, as described in subsections (b) and (c) below. Fifty percent (50%) of the Performance Stock Units awarded under this agreement are subject to the RTSR Criterion and fifty percent (50%) of the Performance Stock Units awarded under this Agreement are subject to the ATSR Criterion (each, as defined below).
(b)Relative TSR. The first Performance Criterion is the Company’s Relative Total Shareholder Return (“RTSR”), calculated in accordance with Exhibit A to this Agreement (the “RTSR Criterion”). The Company’s RTSR is compared to the RTSR of each of the peer group companies, as listed on Exhibit A to this Agreement (each a “Peer Company” and as a group, the “Peer Group”), as of the end of each calendar year within the Performance Period to determine where the Company ranks when compared to the Peer Group.
(d)Absolute TSR. The second Performance Criterion is the Absolute Total Shareholder Return (the “ATSR”), calculated in accordance with Exhibit A to this Agreement (the “ATSR Criterion”).
(e)Changes in Peer Group. When calculating RTSR for the Performance Period for the Company and the Peer Group, (i) the performance of a company in the Peer Group will not be used in calculating the RTSR of that member of the Peer Group if the company is not publicly traded (i.e., has no ticker symbol) at the end of the Performance Period; (ii) the performance of any company in the Peer Group that becomes bankrupt during the Performance Period will be included in the calculation of Peer Group performance based on a TSR of -100% even if it has no ticker symbol at the end of the measurement period; and (iii) the performance of the surviving entities will be used in the event there is a combination of any of the Peer Group companies during the measurement period. The Board may disregard any of these guidelines when evaluating changes in the membership of the Peer Group during the Performance Period in any particular situation, as it deems reasonable in the exercise of its discretion.
(e) Ranking of Company as Compared to the Peer Group for Purposes of the RTSR Criterion. The Board will rank the Company’s performance against the RTSR Criterion within the Peer Group (set forth on Exhibit A) as of December 31, 2027, and apply the payout multiplier from the below table. In the event that the RTSR percentile
ranking during the Performance Period falls between two RTSR percentile rankings as set forth below, the payout percentage shall be determined using straight-line linear interpolation between the levels set forth.
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| Relative TSR Performance |
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Ranger Relative Percentile
Ranking**
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Award
Payout
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Payout vs.
Target
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| 100% |
Maximum |
200% |
| 70% |
Stretch |
140% |
| 50% |
Target |
100% |
| 30% |
Threshold |
50% |
**Indicates Ranger’s percentile ranking as compared to the Peer Companies.
(f) Determination of Payout for Purposes of the ATSR Criterion. The Board will rank the Company’s performance against the ATSR Criterion as of December 31, 2027, and apply the award multiplier from the below table. In the event that the ATSR during the Performance Period exceeds 10% but otherwise falls between two ATSR levels set forth above, the payout percentage shall be determined using straight-line linear interpolation between the levels set forth. For the avoidance of doubt, no payout will be awarded if the ATSR is below 10%.
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| Absolute TSR Performance |
| ATSR |
Award Payout |
Payout vs. Target |
| 75% |
Maximum |
200% |
| 40% |
Target |
100% |
| 10% |
Threshold |
25% |
| <10% |
Below Threshold |
0% |
4.Termination of Employment. If Grantee’s Employment is voluntarily or involuntarily terminated during the Performance Period, then Grantee shall immediately forfeit the outstanding Performance Stock Units, except as provided below in this Section 4. Upon the forfeiture of any Performance Stock Units hereunder, the Grantee shall cease to have any rights in connection with such Performance Stock Units as of the date of forfeiture.
(a)Termination of Employment. Except as provided in Section 4(c), if the Grantee’s Employment is terminated for any reason, other than due to death or Disability during the Performance Period, any non-vested Performance Stock Units at the time of such termination shall automatically expire and terminate and no further vesting shall occur after the termination of Employment date. In such event, the Grantee will receive no payment for unvested Performance Stock Units.
(b)Disability or Death. Upon termination of Grantee’s Employment as the result of Grantee’s Disability (as defined below) or death during the Performance Period, then all of the outstanding Performance Stock Units shall become 100% vested on such date at the 1.0 multiplier award level. For purposes of this Agreement, “Disability” means (i) a disability that entitles the Grantee to benefits under the Company’s long-term disability plan, as may be in effect from time to time, as determined by the plan administrator of the long-term disability plan or (ii) a disability whereby the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
(c)Change in Control. If there is a Change in Control of the Company (as defined in the Plan) during the Performance Period, then in the event of the Grantee’s Involuntary Termination Without Cause (as defined below) within two (2) years following the effective date of the Change in Control and during the same Performance Period, all the outstanding Performance Stock Units shall automatically become 100% vested on the Grantee’s termination of Employment date at the 1.0 multiplier award level.
(d)For purposes of this Agreement, “Involuntary Termination Without Cause” means the Employment of Grantee is involuntarily terminated by the Company (or by any successor to the Company) for any reason, including, without limitation, as the result of a Change in Control, except due to death, Disability or Cause; provided, that in the event of a dispute regarding whether Employment was terminated voluntarily or involuntarily, or with or without Cause, such dispute will be resolved by the Board, in good faith, in the exercise of its discretion.
5.Payment for Performance Stock Units. Payment for the vested Performance Stock Units subject to this Agreement shall be made to the Grantee as soon as practicable following the time such Performance Stock Units become vested in accordance with Section 3 or Section 4 prior to their expiration, but not earlier than thirty (30) days, and not later than ninety (90) days following the date of such vesting event. The number of Performance Stock Units that vest and are payable hereunder shall be determined by the Board, in its discretion, in accordance with the Payout Schedule in Section 3.
The number of Shares payable to the Grantee pursuant to this Agreement shall be an amount equal to the number of vested Performance Stock Units multiplied by the award multiplier for the level of achievement of the Performance Criterion determined in Section 3(d). The maximum payout for each Performance Stock Unit is two (2.0) Shares because the maximum award multiplier on the Payout Schedule is 2.0.
Any amount paid in respect of the vested Performance Stock Units shall be payable in Class A Common Stock Shares. Prior to any payments under this Agreement, the Board shall certify in writing, by resolution or otherwise, the amount to be paid in respect of the Performance Stock Units as a result of the achievement of the Performance Criterion.
Any Shares delivered to or on behalf of Grantee in respect of vested Performance Stock Units shall be subject to any further transfer or other restrictions as may be required by securities law or other applicable law, as determined by the Company.
6.Detrimental Conduct. In the event that the Board should determine, in its sole and absolute discretion, that, during Employment or within two (2) years following Employment termination for any reason, the Grantee engaged in Detrimental Conduct (as defined below), the Board may, in its sole and absolute discretion, if Shares have previously been transferred to the Grantee pursuant to Section 5 upon vesting of his Performance Stock Units, direct the Company to send a notice of recapture (a “Recapture Notice”) to such Grantee. Within ten (10) days after receiving a Recapture Notice from the Company, the Grantee will deliver to the Company either (i) the actual number of Shares that were transferred to the Grantee upon vesting of Performance Stock Units or (ii) a cash equivalent payment in an amount equal to the Fair Market Value of such Shares at the time when transferred to the Grantee, unless the Recapture Notice demands repayment of a lesser sum. All repayments hereunder shall be net of the taxes that were withheld by the Company when the Shares were originally transferred to Grantee following vesting of the Performance Stock Units pursuant to Section 5. For purposes of this Agreement, a Grantee has committed “Detrimental Conduct” if the Grantee (a) violated a confidentiality, non-solicitation, non-competition or similar restrictive covenant between the Company or one of its Affiliates and such Grantee, including violation of a Company policy relating to such matters, or (b) engaged in willful fraud that causes harm to the Company or one of its Affiliates or that is intended to manipulate the performance results of any Incentive Award, including, without limitation, any material breach of fiduciary duty, embezzlement or similar conduct that results in a restatement of the Company’s financial statements.
7.Grantee’s Representations. Notwithstanding any provision hereof to the contrary, the Grantee hereby agrees and represents that Grantee will not acquire any Shares, and that the Company will not be obligated to issue any Shares to the Grantee hereunder, if the issuance of such Shares constitutes a violation by the Grantee or the Company of any law or regulation of any governmental authority. Any determination in this regard that is made by the Board, in good faith, shall be final and binding. The rights and obligations of the Company and the Grantee are subject to all applicable laws and regulations.
8.Tax Withholding. To the extent that the receipt of the payment of Shares hereunder results in compensation income to Grantee for federal, state or local income tax purposes, Grantee shall deliver to Company at such time the sum that the Company requires to meet its tax withholding obligations under applicable law or regulation, and, if Grantee fails to do so, Company is authorized to (a) withhold from any cash or other remuneration (including any Shares), then or thereafter payable to Grantee, any tax required to be withheld; or (b) sell such number of Shares as is appropriate to satisfy such tax withholding requirements before transferring the resulting net number of Shares to Grantee in satisfaction of its obligations under this Agreement.
9.Independent Legal and Tax Advice. The Grantee acknowledges that (a) the Company is not providing any legal or tax advice to Grantee, and (b) the Company has advised the Grantee to obtain independent legal and tax advice regarding this Agreement and any payment hereunder.
10.No Rights in Shares. The Grantee shall have no rights as a stockholder in respect of any Shares, unless and until the Grantee becomes the record holder of such Shares on the Company’s records.
11.Conflicts with Plan, Correction of Errors, and Grantee’s Consent. In the event that any provision of this Agreement conflicts in any way with a provision of the Plan, such provisions shall be reconciled, or such discrepancy shall be resolved, by the Board in the exercise of its discretion. In the event that, due to administrative error, this Agreement does not accurately reflect the Performance Stock Units properly granted to the Grantee, the Board reserves the right to cancel any erroneous document and, if appropriate, to replace the cancelled document with a corrected document. All determinations and computations under this Agreement shall be made by the Board (or its authorized delegate or a duly authorize committee of the Board) in its discretion as exercised in good faith.
This Agreement and any award of Performance Stock Units or payment hereunder are intended to comply with or be exempt from Section 409A of the Internal Revenue Code and shall be interpreted accordingly. Accordingly, Grantee consents to such amendment of this Agreement as the Board may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available, to Grantee a copy of any such amendment.
12.Miscellaneous.
(a)No Fractional Shares. All provisions of this Agreement concern whole Shares. If the application of any provision hereunder would yield a fractional Share, such fractional Share shall be rounded down to the next whole Share if it is less than 0.5 and rounded up to the next whole Share if it is 0.5 or more.
(b)Transferability of Performance Stock Units. The Performance Stock Units are transferable only to the extent permitted under the Plan at the time of transfer (i) by will or by the laws of descent and distribution, or (ii) by a domestic relations order in such form as is acceptable to the Company. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, obligations or torts of the Grantee or any permitted transferee thereof.
(c)Not an Employment Agreement. This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to create any Employment relationship between Grantee and the Company for any time period. The Employment of Grantee with the Company shall be subject to termination to the same extent as if this Agreement did not exist.
(d)Notices. Any notice, instruction, authorization, request or demand required hereunder shall be in writing, and shall be delivered either by personal in-hand delivery, by telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at its then current main corporate address, and to Grantee at the address indicated on the Company’s records, or at such other address and number as a party has last previously designated by written notice given to the other party in the manner hereinabove set forth. Notices shall be deemed given when received, if sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by facsimile means); and when delivered and receipted for (or upon the date of attempted delivery where delivery is refused), if hand-delivered, sent by courier or delivery service, or sent by certified or registered mail, return receipt requested.
(e)Amendment, Termination and Waiver. This Agreement may be amended, modified, terminated or superseded only by written instrument executed by or on behalf of the Grantee and the Company (by action of the Board, its delegate or a duly authorized committee of the Board). Any waiver of the terms or conditions hereof shall be made only by a written instrument executed and delivered by the party waiving compliance. Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized executive officer of the Company other than Grantee. The failure of any party at any time or times to require performance of any provisions hereof shall in no manner affect the right to enforce the same. No waiver by any party of any term or condition herein, or the breach thereof, in one or more instances shall be deemed to be, or construed as, a further or continuing waiver of any such condition or breach or a waiver of any other condition or the breach of any other term or condition.
(f)No Guarantee of Tax or Other Consequences. The Company makes no commitment or guarantee that any tax treatment will apply or be available to the Grantee or any other person. The Grantee has been advised, and provided with ample opportunity, to obtain independent legal and tax advice regarding this Agreement.
(g)Governing Law and Severability. This Agreement shall be governed by the laws of the State of Texas without regard to its conflicts of law provisions, except as preempted by controlling federal law. The invalidity of any provision of this Agreement shall not affect any other provision hereof or of the Plan, which shall remain in full force and effect.
(h)Successors and Assigns. This Agreement shall bind, be enforceable by, and inure to the benefit of, the Company and Grantee and any permitted successors and assigns under the Plan.
[Signature page follows.]
IN WITNESS WHEREOF, this Agreement is hereby approved and executed as of the date first written above.
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| RANGER ENERGY SERVICES, INC. |
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| Name: |
Stuart Bodden |
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Date of Signature |
| Title: |
President and Chief Executive Officer |
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[●] |
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EXHIBIT A
Performance Criterion and Peer Companies
1. Relative TSR. RTSR is determined by dividing (1) the sum of (a) the cumulative amount of the per share dividends of the Company or the Peer Company, as applicable, for the applicable period assuming same-day reinvestment into the corporation’s common stock on the ex-dividend date and (b) the VWAP of such corporation’s shares for the last 30 consecutive trading days immediately preceding the end of the applicable period minus the VWAP of such corporation’s shares for the first 30 consecutive trading days immediately preceding the beginning of the applicable period, by (2) the VWAP of such corporation’s shares for the first 30 consecutive trading days immediately preceding the beginning of the applicable period. The RTSR for each Peer Company in the Peer Group will be calculated over the applicable period, and then compared with the identical calculation for the Company. The Company’s RTSR is a Performance Criterion that is compared to each Peer Company’s RTSR for the applicable period. As used herein, “VWAP” means volume-weighted average price.
2. Absolute TSR. ATSR is determined by dividing (1) the sum of (a) the cumulative amount of the per share dividends of the Company for the applicable period assuming same-day reinvestment into the Company’s common stock on the ex-dividend date and (b) the VWAP of the Company’s shares for the last 30 consecutive trading days immediately preceding the end of the applicable period minus the VWAP of the Company’s shares for the first 30 consecutive trading days immediately preceding the beginning of the applicable period, by (2) the VWAP of the Company’s shares for the first 30 consecutive trading days immediately preceding the beginning of the applicable period. .
3. Peer Companies and Peer Group. The following Peer Companies comprise the Peer Group to which the Company’s RTSR performance will be compared for the Performance Period:
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| 1 |
BOOM |
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DMC Global Inc. |
| 2 |
CLB |
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Core Laboratories Inc. |
| 3 |
DTI |
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Drilling Tools International Corporation |
| 4 |
FET |
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Forum Energy Technologies, Inc. |
| 5 |
INVX |
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Innovex International, Inc. |
| 6 |
KLXE |
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KLX Energy Services Holdings, Inc. |
| 7 |
NINE |
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Nine Energy Services Holdings, Inc |
| 8 |
NPKI |
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NPK International Inc. |
| 9 |
OIS |
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Oil States International, Inc |
| 10 |
PUMP |
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ProPetro Holding Corp |
| 11 |
RES |
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RPC, Inc. |
| 12 |
SND |
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Smart Sand, Inc. |
| 13 |
SEI |
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Solaris Energy Infrastructure, Inc. |
| 14 |
TTI |
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TETRA Technologies, Inc. |
| 15 |
WTTR |
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Select Energy Services, Inc. |
EX-31.1
4
rngr-033125xex311snb.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.
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Dated: |
April 30, 2025 |
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/s/ Stuart N. Bodden |
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Stuart N. Bodden |
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President, Chief Executive Officer and Director |
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(Principal Executive Officer) |
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EX-31.2
5
rngr-033125xex312mc.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.
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Dated: |
April 30, 2025 |
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/s/ Melissa Cougle |
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Melissa Cougle |
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Chief Financial Officer |
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(Principal Financial Officer) |
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EX-32.1
6
rngr-033125xex321snb.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.
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Dated: |
April 30, 2025 |
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/s/ Stuart N. Bodden |
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Stuart N. Bodden |
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President, Chief Executive Officer and Director |
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(Principal Executive Officer) |
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EX-32.2
7
rngr-033125xex322mc.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.
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Dated: |
April 30, 2025 |
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/s/ Melissa Cougle |
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Melissa Cougle |
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Chief Financial Officer |
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(Principal Financial Officer) |
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