SEC Form 10-Q filed by Ranger Energy Services Inc.

4/30/25 4:22:24 PM ET

$RNGR

Oilfield Services/Equipment

Energy

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rngr-20250331

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

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-38183

RANGER ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)


Delaware			81-5449572
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

10350 Richmond, Suite 550

Houston, Texas 77042

(Address of principal executive offices) (Zip Code)

(713) 935-8900

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.01 par value

RNGR

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated Filer ☒

Non-accelerated Filer ☐

Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of 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


						Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets						5
Condensed Consolidated Statements of Operations						6
Condensed Consolidated Statements of Stockholders’ Equity						7
Condensed Consolidated Statements of Cash Flows						8
Notes to Condensed Consolidated Financial Statements
Note 1 — Organization and Business Operations						9
Note 2 — Summary of Significant Accounting Policies						9
Note 3 — Assets Held for Sale						11
Note 4 — Property and Equipment, Net						11
Note 5 — Intangible Assets						11
Note 6 — Accrued Expenses						12
Note 7 — Leases						12
Note 8 — Other Financing Liabilities						13
Note 9 — Debt						13
Note 10 — Equity						14
Note 11 — Risk Concentrations						15
Note 12 — Income Taxes						16
Note 13 — Earnings per Share						17
Note 14 — Commitments and Contingencies						17
Note 15 — Segment Reporting						17
Note 16 — Subsequent Events						19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						19
Item 3. Quantitative and Qualitative Disclosures About Market Risks						28
Item 4. Controls and Procedures						29

PART II – OTHER INFORMATION
Item 1. Legal Proceedings						30
Item 1A. Risk Factors						30
Item 2. Unregistered Sales of Securities and Use of Proceeds						30
Item 5. Other Information						31
Item 6. Exhibits						32

SIGNATURES						33

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)


	March 31, 2025		December 31, 2024
Assets
Cash and cash equivalents	$	40.3	$	40.9
Accounts receivable, net	67.1		68.4
Contract assets	19.8		16.7
Inventory	5.8		5.7
Prepaid expenses	9.7		11.4
Assets held for sale	0.8		0.8
Total current assets	143.5		143.9

Property and equipment, net	220.8		224.3
Intangible assets, net	5.4		5.6
Operating leases, right-of-use assets	6.0		7.0
Other assets	0.8		0.8
Total assets	$	376.5	$	381.6

Liabilities and Stockholders' Equity
Accounts payable	$	26.8	$	27.2
Accrued expenses	25.8		28.2
Other financing liability, current portion	0.7		0.7
Long-term debt, current portion	—		—
Short-term lease liability	8.7		8.7
Other current liabilities	0.3		0.4
Total current liabilities	62.3		65.2

Long-term lease liability	13.4		14.1
Other financing liability	10.1		10.3

Deferred tax liability	18.1		18.2

Total liabilities	103.9		107.8

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):


	Estimated Useful Life (years)	March 31, 2025		December 31, 2024
High specification rigs	15	$	152.2	$	150.2
Machinery and equipment	3 - 30	214.1		216.0
Vehicles	3 - 15	53.6		55.1
Other property and equipment	5 - 25	21.7		21.4
Property and equipment		441.6		442.7
Less: accumulated depreciation		(231.9)		(229.0)
Construction in progress		11.1		10.6
Property and equipment, net		$	220.8	$	224.3

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):


	Estimated Useful Life (years)	March 31, 2025		December 31, 2024
Customer relationships	10-18	$	11.4	$	11.4
Less: accumulated amortization		(6.0)		(5.8)
Intangible assets, net		$	5.4	$	5.6

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):


For the twelve months ending March 31,	Amount
2026	$	0.7
2027	0.7
2028	0.6
2029	0.5
2030	0.5
Thereafter	2.4
Total	$	5.4

Note 6 — Accrued Expenses

Accrued expenses include the following (in millions):


	March 31, 2025		December 31, 2024
Accrued payables	$	10.1	$	7.7
Accrued compensation	11.8		15.6
Accrued taxes	1.2		2.2
Accrued insurance	2.7		2.7
Accrued expenses	$	25.8	$	28.2

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):


	Three Months Ended March 31,
	2025			2024
Short-term lease costs	$	3.7		$	3.3
Operating lease costs	$	0.8		$	0.8
Operating cash outflows from operating leases	$	0.9		$	0.8

Weighted average remaining lease term	1.8 years			3.4 years
Weighted average discount rate	8.1		%	8.1		%

As of March 31, 2025, aggregate future minimum lease payments under operating leases are as follows (in millions):


For the twelve months ending March 31,	Total
2026	$	3.3
2027	2.9
2028	1.2
2029	0.3
2030	—

Total future minimum lease payments	7.7
Less: amount representing interest	(0.8)
Present value of future minimum lease payments	6.9
Less: current portion of operating lease obligations	(2.9)
Long-term portion of operating lease obligations	$	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):


	Three Months Ended March 31,
	2025			2024
Amortization of finance leases	$	1.6		$	1.3
Interest on lease liabilities	$	0.6		$	0.5
Financing cash outflows from finance leases	$	1.7		$	1.3

Weighted average remaining lease term	2.1 years			2.3 years
Weighted average discount rate	6.5		%	6.1		%

As of March 31, 2025, aggregate future minimum lease payments under finance leases are as follows (in millions):


For the twelve months ending March 31,	Total
2026	$	6.9
2027	5.5
2028	3.7
2029	1.1


Total future minimum lease payments	17.2
Less: amount representing interest and fees	(2.1)
Present value of future minimum lease payments	15.1
Less: current portion of finance lease obligations	(5.7)
Long-term portion of finance lease obligations	$	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):


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

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):


	Three Months Ended March 31,
	2025		2024
Income (loss) (numerator):
Basic:
Income (loss) attributable to Ranger Energy Services, Inc.	$	0.6	$	(0.8)
Net income (loss) attributable to Class A Common Stock	$	0.6	$	(0.8)

Diluted:
Income (loss) attributable to Ranger Energy Services, Inc.	$	0.6	$	(0.8)

Net income (loss) attributable to Class A Common Stock	$	0.6	$	(0.8)

Weighted average shares (denominator):
Weighted average number of shares - basic	22,308,855		22,738,286
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):


	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

_____________________________________

* Other Segment Items include Direct Materials, Subcontractor Expense, Reimbursable Expenses, Equipment Rentals, Fuel, Per Diem, Travel & Entertainment, Vehicles and Miscellaneous. These items, including Employee Expenses and Repair and Maintenance, are included in Cost of Services and General and Administrative expense in the Consolidated Statements of Operations.


	High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
	Three Months Ended 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

_____________________________________

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).


	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

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.

Other Installment Purchases

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.


Period	Total Number of Shares Repurchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs (3)
January 1, 2025 - January 31, 2025	—	$	—	—	3,078,512
February 1, 2025 - February 28, 2025	—	—		—	3,019,557
March 1, 2025 - March 31, 2025	100,963	14.26		—	3,555,880
Total	100,963	$	14.26	—	3,555,880

_________________________

(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.


INDEX TO EXHIBITS
Exhibit Number						Description
10.1*						Form of Restricted Stock Unit Agreement for Employees under the Ranger Energy Services, Inc. 2017 Long-Term Incentive Plan (2025)
10.2*						Form of Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreement under the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan (2025)


31.1*						Certification of Chief Executive Officer Pursuant to Rule 13a‑14(a)/15d‑14(a) of the Securities Exchange Act of 1934
31.2*						Certification of Chief Financial Officer Pursuant to Rule 13a‑14(a)/15d‑14(a) of the Securities Exchange Act of 1934
32.1**						Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**						Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.CAL*						iXBRL Calculation Linkbase Document
101.DEF*						iXBRL Definition Linkbase Document
101.INS*						iXBRL Instance Document
101.LAB*						iXBRL Labels Linkbase Document
101.PRE*						iXBRL Presentation Linkbase Document
101.SCH*						iXBRL Schema Document
104*						Cover page interactive data file (formatted in iXBRL and contained in Exhibit 101)

* Filed as an exhibit to this Quarterly Report on Form 10-Q.

** Furnished as an exhibit to this Quarterly Report on Form 10-Q.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Ranger Energy Services, Inc.


/s/ Melissa Cougle						April 30, 2025
Melissa Cougle						Date
Chief Financial Officer
(Principal Financial Officer)

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Date	Price Target	Rating	Analyst
1/10/2023	$14.00	Overweight → Equal Weight	Barclays
8/9/2021	$13.00 → $12.00	Overweight	Barclays
7/19/2021	$5.00 → $13.00	Equal-Weight → Overweight	Barclays

SEC Form 10-Q filed by Ranger Energy Services Inc.

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