10-Q

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, 2023

☐ 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<br>incorporation or organization)	(I.R.S. Employer<br>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 30, 2023, the registrant had 24,878,645 shares of Class A Common Stock and zero shares of Class B Common Stock outstanding.

RANGER ENERGY SERVICES, INC.

	Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets	4
Condensed Consolidated Statements of Operations	5
Condensed Consolidated Statements of Stockholders’ Equity	6
Condensed Consolidated Statements of Cash Flows	7
Notes to Condensed Consolidated Financial Statements
Note 1 — Organization and Business Operations	8
Note 2 — Summary of Significant Accounting Policies	8
Note 3 — Assets Held for Sale	9
Note 4 — Property and Equipment, Net	9
Note 5 — Intangible Assets	10
Note 6 — Accrued Expenses	10
Note 7 — Leases	10
Note 8 — Other Financing Liabilities	11
Note 9 — Debt	12
Note 10 — Equity	13
Note 11 — Risk Concentrations	14
Note 12 — Income Taxes	15
Note 13 — Earnings (loss) per Share	16
Note 14 — Commitments and Contingencies	16
Note 15— Segment Reporting	16
Note 16 — Subsequent Events	17
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures About Market Risks	25
Item 4. Controls and Procedures	26
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	28
Item 1A. Risk Factors	28
Item 2. Unregistered Sales of Securities and Use of Proceeds	28
Item 6. Exhibits	29
SIGNATURES	30

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, as amended and Section 21E of 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,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “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 are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements included in our Annual Report filed on Form 10-K for the year ended December 31, 2022 (the “Annual Report”). These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, the risks described under “Risk Factors” in our Annual Report previously filed and those set forth from time-to-time in other filings by the Company with the SEC. These documents are available through our website or through the SEC’s Electronic Data Gathering and Analysis Retrieval (“EDGAR”) system at www.sec.gov. Should one or more of the 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.

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, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

Item 1. Financial Statements (Unaudited)

RANGER ENERGY SERVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions, except share amounts)

	March 31, 2023		December 31, 2022
Assets
Cash and cash equivalents	$	14.4	$	3.7
Accounts receivable, net	78.5		91.2
Contract assets	32.2		26.9
Inventory	6.5		5.9
Prepaid expenses	7.7		9.2
Assets held for sale	1.0		3.2
Total current assets	140.3		140.1
Property and equipment, net	217.6		221.6
Intangible assets, net	6.9		7.1
Operating leases, right-of-use assets	10.6		11.2
Other assets	0.1		1.6
Total assets	$	375.5	$	381.6
Liabilities and Stockholders' Equity
Accounts payable	$	27.6	$	24.3
Accrued expenses	23.8		36.1
Other financing liability, current portion	0.7		0.7
Long-term debt, current portion	8.5		6.8
Other current liabilities	6.6		6.6
Total current liabilities	67.2		74.5
Operating leases, right-of-use obligations	9.0		9.6
Other financing liability	11.4		11.6
Long-term debt, net	7.1		11.6
Other long-term liabilities	8.6		8.1
Total liabilities	103.3		115.4
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, 2023 and December 31, 2022	—		—
Class A Common Stock, $0.01 par value, 100,000,000 shares authorized; 25,677,673 shares issued and 25,086,445 shares outstanding as of March 31, 2023; 25,446,292 shares issued and 24,894,464 shares outstanding as of December 31, 2022	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, 2023 and December 31, 2022	—		—
Less: Class A Common Stock held in treasury at cost; 591,228 treasury shares as of March 31, 2023 and 551,828 treasury shares as of December 31, 2022	(4.2)		(3.8)
Retained earnings	13.4		7.1
Additional paid-in capital	262.7		262.6
Total stockholders' equity	272.2		266.2
Total liabilities and stockholders' equity	$	375.5	$	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,
	2023		2022
Revenue
High specification rigs	$	77.5	$	64.9
Wireline services	49.9		38.6
Processing solutions and ancillary services	30.1		20.1
Total revenue	157.5		123.6
Operating expenses
Cost of services (exclusive of depreciation and amortization):
High specification rigs	60.1		50.8
Wireline services	45.7		40.4
Processing solutions and ancillary services	25.1		16.8
Total cost of services	130.9		108.0
General and administrative	8.4		10.2
Depreciation and amortization	10.0		11.6
Gain on sale of assets	(1.0)		(1.0)
Total operating expenses	148.3		128.8
Operating income (loss)	9.2		(5.2)
Other expenses
Interest expense, net	1.2		2.1
Total other expenses	1.2		2.1
Income (loss) before income tax (benefit) expense	8.0		(7.3)
Tax expense (benefit)	1.8		(1.6)
Net income (loss)	6.2		(5.7)
Income (loss) per common share
Basic	$	0.25	$	(0.31)
Diluted	$	0.25	$	(0.31)
Weighted average common shares outstanding
Basic	24,940,335		18,472,909
Diluted	25,209,980		18,472,909

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,
	2023	2022	2023		2022
	Quantity		Amount
Shares, Series A Preferred Stock
Balance, beginning of period	—	6,000,001	$	—	$	0.1
Balance, end of period	—	6,000,001	$	—	$	0.1
Shares, Class A Common Stock
Balance, beginning of period	25,446,292	18,981,172	$	0.3	$	0.2
Issuance of shares under share-based compensation plans	318,482	339,401	—		—
Shares withheld for taxes on equity transactions	(87,101)	(97,384)	—		—
Balance, end of period	25,677,673	19,223,189	$	0.3	$	0.2
Treasury Stock
Balance, beginning of period	(551,828)	(551,828)	$	(3.8)	$	(3.8)
Repurchase of Class A Common Stock	(39,400)	—	(0.4)		—
Balance, end of period	(591,228)	(551,828)	$	(4.2)	$	(3.8)
Retained Earnings (accumulated deficit)
Balance, beginning of period			$	7.2	$	(8.0)
Net income (loss) attributable to controlling interest			6.2		(5.7)
Balance, end of period			$	13.4	$	(13.7)
Additional paid-in capital
Balance, beginning of period			$	262.6	$	260.2
Equity based compensation			1.1		0.8
Shares withheld for taxes on equity transactions			(1.0)		(1.1)
Balance, end of period			$	262.7	$	259.9
Total controlling interest shareholders’ equity
Balance, beginning of period			$	266.3	$	248.7
Net income (loss) attributable to controlling interest			6.2		(5.7)
Equity based compensation			1.1		0.8
Shares withheld for taxes on equity transactions			(1.0)		(1.1)
Repurchase of Class A Common Stock			(0.4)		—
Balance, end of period			$	272.2	$	242.7

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,
	2023		2022
Cash Flows from Operating Activities
Net income (loss)	$	6.2	$	(5.7)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	10.0		11.6
Equity based compensation	1.1		0.8
Gain on disposal of property and equipment	(1.0)		(1.0)
Deferred income tax expense (benefit)	1.9		(1.6)
Other expense, net	1.1		0.2
Changes in operating assets and liabilities
Accounts receivable	12.3		(7.8)
Contract assets	(5.3)		(7.3)
Inventory	(0.8)		(1.4)
Prepaid expenses and other current assets	1.5		4.2
Other assets	0.3		0.9
Accounts payable	3.3		2.4
Accrued expenses	(12.3)		(5.9)
Other current liabilities	0.2		(0.2)
Other long-term liabilities	(1.1)		(1.3)
Net cash provided by (used in) operating activities	17.4		(12.1)
Cash Flows from Investing Activities
Purchase of property and equipment	(5.4)		(1.6)
Proceeds from disposal of property and equipment	4.3		6.6
Net cash provided by (used in) investing activities	(1.1)		5.0
Cash Flows from Financing Activities
Borrowings under Credit Facility	167.7		137.9
Principal payments on Credit Facility	(169.1)		(120.0)
Principal payments under Eclipse Term Loan B	—		(1.4)
Principal payments on financing lease obligations	(1.3)		(1.2)
Principal payments on Secured Promissory Note	(0.6)		(2.1)
Principal payments on other financing liabilities	(0.2)		(1.5)
Principal payments on Eclipse M&E Term Loan	(0.6)		(0.2)
Shares withheld on equity transactions	(1.0)		(1.1)
Payments on Installment Purchases	(0.1)		(0.1)
Repurchase of Class A Common Stock	(0.4)		—
Net cash provided by (used in) financing activities	(5.6)		10.3
Increase in cash and cash equivalents	10.7		3.2
Cash and cash equivalents, Beginning of Period	3.7		0.6
Cash and cash equivalents, End of Period	$	14.4	$	3.8
Supplemental Cash Flow Information
Interest paid	$	0.3	$	0.3
Supplemental Disclosure of Non-cash Investing and Financing Activities
Additions to fixed assets through installment purchases and financing leases	$	(1.5)	$	(0.8)

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” or the “Company”) is a provider of onshore high specification (“high-spec”) 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. exploration and production (“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, fluid management, 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-spec 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 wireline completion, wireline production, and pump down lines of business.

•Processing Solutions and Ancillary Services. Provides other services often utilized in conjunction with our High Specification Rigs and Wireline Services segments. These services include equipment rentals, plug and abandonment, logistics hauling, snubbing and 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 Shale, 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. Ranger, Inc. is a holding company, and its sole 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 Securities and Exchange Commission’s (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;

•Revenue recognition;

•Income taxes; and

•Equity-based compensation.

New Accounting Pronouncements

Recently Issued Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses, which replaces the incurred loss impairment methodology to reflect expected credit losses. The amendment requires the measurement of all expected credit losses for financial assets held at the reporting date to be performed based on historical experience, current conditions and reasonable and supportable forecasts. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2022. The Company adopted this standard on January 1, 2023. This adoption did not have a material impact on the Company’s Consolidated Financial Statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for accounting contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships and other transactions that reference the London Interbank Offering Rate (“LIBOR”) or another reference rate expected to be discontinued due to the reference rate reform. ASU 2020-04 became effective as of March 12, 2020 and can be applied through December 31, 2022, recently amended by ASU 2022-06 which has delayed the application date through December 31, 2024. On September 23, 2022, the Company entered into the Fourth Amendment to the Loan and Security Agreement (the Eclipse Loan and Security Agreement, as amended through and including the Fourth Amendment, the “Amended Loan Agreement”) with EBC and Eclipse Business Capital SPV, LLC where the Secured Overnight Financing Rate (“SOFR”) replaced LIBOR as the reference rate for interest on borrowings, effective October 1, 2022.

With the exception of the standards above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to the Company’s Consolidated Financial Statements.

Note 3 — Assets Held for Sale

Assets held for sale includes the net book value of assets the Company plans to sell within the next 12 months and are related to excess assets acquired from the Basic Energy Services, Inc. (“Basic”) Acquisition. 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. The Company intends to sell the excess assets to fund the repayments under the Amended Loan Agreement. Refer to “Note 9 — Debt” for further details.

As of March 31, 2023, the Company classified $0.6 million and $0.4 million of land and buildings within our High Specification Rigs and Processing Solutions and Ancillary Services segments, respectively, as held for sale as they are being actively marketed.

Note 4 — Property and Equipment, Net

Property and equipment, net include the following (in millions):

	Estimated Useful Life<br>(years)	March 31, 2023		December 31, 2022
High specification rigs	15	$	137.0	$	138.0
Machinery and equipment	3 - 30	177.4		179.3
Vehicles	3 - 15	47.6		46.9
Other property and equipment	5 - 25	19.6		21.3
Property and equipment		381.6		385.5
Less: accumulated depreciation		(170.7)		(167.2)
Construction in progress		6.7		3.3
Property and equipment, net		$	217.6	$	221.6

Depreciation expense was $9.8 million and $11.4 million for the three months ended March 31, 2023 and 2022, respectively. For the three months ended March 31, 2022, the Company reclassified $5.7 million of property and equipment to Assets held for sale.

Note 5 — Intangible Assets, Net

Definite lived intangible assets are comprised of the following (in millions):

	Estimated Useful Life<br>(years)	March 31, 2023		December 31, 2022
Customer relationships	10-18	$	11.4	$	11.4
Less: accumulated amortization		(4.5)		(4.3)
Intangible assets, net		$	6.9	$	7.1

Amortization expense was $0.2 million and $0.2 million for the three months ended March 31, 2023 and 2022 respectively. Amortization expense for the future periods is expected to be as follows (in millions):

For the twelve months ending March 31,	Amount
2024	$	0.7
2025	0.7
2026	0.7
2027	0.7
2028	0.7
Thereafter	3.4
Total	$	6.9

Note 6 — Accrued Expenses

Accrued expenses include the following (in millions):

	March 31, 2023		December 31, 2022
Accrued payables	$	11.4	$	15.9
Accrued compensation	8.7		12.5
Accrued taxes	0.9		2.1
Accrued insurance	2.8		5.6
Accrued expenses	$	23.8	$	36.1

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 Operating leases, right-of-use assets, Other current liabilities and Operating leases, right-of-use obligations in the Condensed Consolidated Balance Sheets.

Lease costs associated with yard and field offices are included in cost of services and executive offices are included in general and administrative costs in the Condensed Consolidated Statements of Operations. Lease costs and other information related to operating leases for the three and three months ended March 31, 2023 and 2022, are as follows (in millions):

	Three Months Ended March 31,
	2023			2022
Short-term lease costs	$	5.3		$	3.1
Operating lease costs	$	0.8		$	0.6
Operating cash outflows from operating leases	$	0.8		$	0.5
Weighted average remaining lease term	4.2 years			5.0 years
Weighted average discount rate	8.1		%	8.9		%

Aggregate future minimum lease payments under operating leases are as follows (in millions):

For the twelve months ending March 31,	Total
2024	$	3.2
2025	3.2
2026	3.1
2027	2.7
2028	1.1
Thereafter	0.2
Total future minimum lease payments	13.5
Less: amount representing interest	(2.2)
Present value of future minimum lease payments	11.3
Less: current portion of operating lease obligations	(2.3)
Long-term portion of operating lease obligations	$	9.0

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 e 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, Other current liabilities and Other long-term liabilities in the Condensed Consolidated Balance Sheets.

Lease costs and other information related to finance leases for the three months ended March 31, 2023 and 2022, are as follows (in millions):

	Three Months Ended March 31,
	2023			2022
Amortization of finance leases	$	0.8		$	0.5
Interest on lease liabilities	$	0.3		$	0.1
Financing cash outflows from finance leases	$	1.3		$	1.2
Weighted average remaining lease term	1.7 years			1.4 years
Weighted average discount rate	4.3		%	1.9		%

Aggregate future minimum lease payments under finance leases are as follows (in millions):

For the twelve months ending March 31,	Total
2024	$	4.5
2025	2.5
2026	1.3
2027	0.3
Total future minimum lease payments	8.6
Less: amount representing interest	(0.8)
Present value of future minimum lease payments	7.8
Less: current portion of finance lease obligations	(4.1)
Long-term portion of finance lease obligations	$	3.7

Note 8 — Other Financing Liabilities

The Company has sale, lease-back agreements for land and certain other fixed assets with terms that vary from eighteen months to thirteen 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, 2023, aggregate future lease payments of the financing liabilities are as follows (in millions):

For the twelve months ending March 31,	Total
2024	$	0.7
2025	0.7
2026	0.7
2027	0.7
2028	0.8
Thereafter	8.5
Total future minimum lease payments	$	12.1

Note 9 — Debt

The aggregate carrying amounts, net of issuance costs, of the Company’s debt consists of the following (in millions):

	March 31, 2023		December 31, 2022
Eclipse Revolving Credit Facility	$	—	$	1.4
Eclipse M&E Term Loan, net	9.6		10.4
Secured Promissory Note	5.6		6.1
Installment Purchases	0.4		0.5
Total Debt	15.6		18.4
Current portion of long-term debt	(8.5)		(6.8)
Long term-debt, net	$	7.1	$	11.6

Eclipse Loan and Security Agreement

On September 27, 2021, the Company entered into a Loan and Security Agreement with Eclipse Business Capital LLC (“EBC”) and Eclipse Business Capital SPV, LLC, as administrative agent, providing the Company with a senior secured credit facility in an aggregate principal amount of $77.5 million (the “EBC Credit Facility”), consisting of (i) a revolving credit facility in an aggregate principal amount of up to $50.0 million (the “Revolving Credit Facility”), (ii) a machinery and equipment term loan facility in an aggregate principal amount of up to $12.5 million (the “M&E Term Loan Facility”) and (iii) a term loan B facility in an aggregate principal amount of up to $15.0 million (the “Term Loan B Facility”). Debt under the Eclipse Loan and Security Agreement is secured by a lien on substantially all of the Company’s assets. The Company was in compliance with the Eclipse Loan and Security Agreement covenant by maintaining a fixed charge coverage ratio of greater than 1.0 as of March 31, 2023.

On January 7, 2022, the Company entered into the First Amendment to Loan and Security Agreement with EBC and Eclipse Business Capital SPV, LLC, which increased the Maximum Revolving Credit Facility Amount (as defined in the Amended Loan Agreement (as defined below)) to $65.0 million, among other things. On September 23, 2022, the Company entered into the Amended Loan Agreement with EBC and Eclipse Business Capital SPV, LLC, which, among other things, designated the change in reference rate from LIBOR to SOFR, and designated a Letter of Credit in the amount of $1.6 million to be utilized for working capital and general corporate purposes, as needed.

Revolving Credit Facility

The Revolving Credit Facility was drawn in part on September 27, 2021, to repay the indebtedness under the existing EBC Credit Facility, which was terminated in connection with such repayment, and to pay for the fees, costs and expenses incurred in connection with the EBC Credit Facility. The undrawn portion of the 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. The Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable less certain reserves. The Company’s eligible accounts receivable serve as collateral for the borrowings under the Revolving Credit Facility, which is scheduled to mature in September 2025. The Revolving Credit Facility includes a subjective acceleration clause and cash dominion provisions 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 Revolving Credit Facility, therefore, will be classified as Long-term debt, current portion on the Condensed Consolidated Balance Sheet.

Under the Revolving Credit Facility, the total loan capacity was $55.6 million, which was based on a borrowing base certificate in effect as of March 31, 2023. The Company did not have any borrowings under the Revolving Credit Facility and a $1.6 million Letter of Credit, leaving a residual $54.0 million available for borrowings as of March 31, 2023. Borrowings under the Revolving Credit Facility bear interest at a rate per annum ranging from 4.5% to 5% in excess of SOFR and 3.5% to 4% in excess of the Base Rate, dependent on the fixed cost coverage ratio, through October 1, 2022. The weighted average interest rate for the loan was approximately 8.9% for the three months ended March 31, 2023.

M&E Term Loan Facility

Under the M&E Term Loan Facility, the Company had outstanding borrowings of $9.8 million where the monthly principal and interest installments commenced on March 1, 2022. Borrowings under the M&E Term Loan Facility bear interest at a rate per annum equal to 8% in excess of the SOFR Rate and 7% in excess of the Base Rate. The weighted average interest rate for the M&E Term Loan was 12.6% for the three months ended March 31, 2023. The M&E Term Loan Facility is scheduled to mature in September 2025. Any principal amounts repaid may not be reborrowed.

Term Loan B

On October 1, 2021, Term Loan B was finalized in connection with the closing of the Basic Acquisition. Borrowings under Term Loan B bore interest at a rate per annum equal to 13% in excess of the SOFR Rate and 11% in excess of the Base Rate. Term Loan B was scheduled to mature in September 2022. The weighted average interest rate for Term Loan B was 12.4% through the maturity date of August 16, 2022. On August 16, 2022, the remaining balance of the loan was $0.3 million, which was paid utilizing funds from the Revolving Credit Facility.

Secured Promissory Note

On July 8, 2021, the Company acquired the assets of PerfX Wireline Services (“PerfX”), a provider of wireline services that operated in Williston, North Dakota and Midland, Texas. In connection with the PerfX Acquisition, Bravo Wireline, LLC, a wholly owned subsidiary of Ranger, entered into a security agreement with Chief Investments, LLC, as administrative agent, for the financing of certain assets acquired. Certain of the assets acquired serve as collateral under the Secured Promissory Note. As of March 31, 2023, the aggregate principal balance outstanding was $5.6 million. Borrowings under the Secured Promissory Note bear interest at a rate of 8.5% per annum and is scheduled to mature in January 2024.

Other Installment Purchases

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. As of March 31, 2023, the aggregate principal balance outstanding under the Installment Agreements was $0.4 million and is payable ratably over 36 months from the time of each purchase. The monthly installment payments contain an imputed interest rate that are consistent with the Company’s incremental borrowing rate and is not significant to the Company.

Debt Obligations and Scheduled Maturities

As of March 31, 2023, aggregate future principal payments of total debt are as follows (in millions):

For the twelve months ending March 31,	Total
2024	$	8.5
2025	2.6
2026	4.7
Total	$	15.8

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”) and performance-based restricted stock units (“performance stock units” or “PSUs”) under the 2017 Plan.

Restricted Stock Awards

The Company has granted RSAs, which generally vest in three equal annual installments beginning on the first anniversary date of the grant. During the three months ended March 31, 2022, the Company granted approximately 385,400 RSAs, with an approximated aggregate value of $4.2 million. As of March 31, 2023, there was an aggregate $7.2 million of unrecognized expense related to restricted shares issued which is expected to be recognized over a weighted average period of 2.1 years.

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 an approximated three-year performance period. During the three months ended March 31, 2023, the Company granted approximately 55,200 and 55,200 target shares of market-based performance stock units at a relative and absolute grant date fair value of approximately $15.71 and $13.12 per share, respectively. Additionally, the Company granted approximately 27,600 and 27,600 target shares of market-based performance stock units with a specified floor price per share at a relative and absolute grant date fair value of approximately $15.22 and $10.85 per share, respectively. Shares granted during the three months ended March 31, 2023 are expected to vest (if at all) following the completion of the applicable performance period on December 31, 2025. As of March 31, 2023, there was an aggregate $3.2 million of unrecognized compensation cost related to performance stock units which are expected to be recognized over a weighted average period of 2.0 years.

Share Repurchases

On March 7, 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. 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.

During the three months ended March 31, 2023, the Company repurchased 39,400 shares of the Company’s Class A Common Stock for an aggregate $0.4 million on the open market.

Warrant from PerfX Acquisition

The PerfX Acquisition purchase price included a warrant to acquire a 30% ownership in the XConnect Business (“XConnect”), which expires on July 8, 2031. XConnect is the manufacturer of a perforating gun system developed by the PerfX sellers alongside the PerfX wireline service business. The warrant requires the Company to maintain a specific minimum level of purchases of XConnect’s manufactured products. Should the Company fail to maintain the specified minimum level of purchases, a forfeiture event would occur; however, the Company may elect to cure the forfeiture event through a cash payment to XConnect. If the Company elects to not cure the forfeiture event, the ownership percentage would reduce to 15%. Upon the occurrence of a second uncured forfeiture event, the warrant is deemed to be cancelled. The value of the warrant by the Company is negligible as of March 31, 2023. The Company finalized the purchase price allocation in the fourth quarter of 2021.

Note 11 — Risk Concentrations

Customer Concentrations

During the three months ended March 31, 2023, two customers each accounted for approximately 10% of the Company’s consolidated revenue. As of March 31, 2023, approximately 15% of the net accounts receivable balance, in aggregate, was due from these two customers.

During the three months ended March 31, 2022, two customers accounted for approximately 11% and 10% each of the Company’s consolidated revenue. As of March 31, 2022, approximately 27% of the net accounts receivable balance, in aggregate, was due from these two customers.

Note 12 — Income Taxes

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, excluding the impact of discrete items, applicable to the Company for the three months ended March 31, 2023 and 2022 was 24.0% and 22.5%, 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. Historically, utilization of a portion of the Company's net operating loss ("NOL") carryforwards has been subject to limitations of utilization under Section 382 of the Internal Revenue Code of 1986, as amended. The Company may be subject to additional limitations due to ownership changes that could occur. The Company reviews changes in the ownership of its shares as such information becomes available to determine whether changes that would result in further limitation have occurred. Given the availability and timing of such ownership information and the underlying analysis required to evaluate such changes, there can be no assurance that existing NOL carry-forwards or credits will not be subject to limitation as of the end of a reporting period.

A valuation allowance (“VA”) has been recorded to reduce the Company’s net deferred tax assets to an amount that is more likely than not to be realized. The VA is based upon the uncertainty of the realization of certain federal and state deferred tax assets related to net operating loss carryforwards and other tax attributes.

Total income tax expense for the three months ended March 31, 2023 and 2022 differed from amounts computed by applying the U.S. federal statutory tax rates to pre-tax income or loss primarily due to the release of the valuation allowance on deferred tax assets, the impact of permanently non-deductible expenses, state income taxes and certain discreet tax benefits recognized during the three months ended March 31, 2023.

The Company is subject to the following material taxing jurisdictions: the United States and Texas. As of March 31, 2023, 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 2016 through 2022.

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, 2023, the Company had not established any reserves for, nor recorded any unrecognized benefits related to, uncertain tax positions.

In August 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA 2022”) (Public Law Number 117-169) into law. This legislation is not expected to have a material impact on our financial statements.

Note 13 — Earnings (loss) per Share

Earnings or loss per share is based on the amount of net income or loss 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 or loss per share were as follows (in millions, except share and per share data):

	Three Months Ended March 31,
	2023		2022
Income (loss) (numerator):
Basic:
Income (loss) attributable to Ranger Energy Services, Inc.	$	6.2	$	(5.7)
Net income (loss) attributable to Class A Common Stock	$	6.2	$	(5.7)
Diluted:
Income (loss) attributable to Ranger Energy Services, Inc.	$	6.2	$	(5.7)
Net income (loss) attributable to Class A Common Stock	$	6.2	$	(5.7)
Weighted average shares (denominator):
Weighted average number of shares - basic	24,940,335		18,472,909
Effect of share-based awards	269,645		—
Weighted average number of shares - diluted	25,209,980		18,472,909
Basic income (loss) per share	$	0.25	$	(0.31)
Diluted income (loss) per share	$	0.25	$	(0.31)

During the three months ended March 31, 2022, the Company excluded 0.7 million of equity-based awards and 6.0 million shares of Series A Preferred Stock issuable upon an effective registration statement in calculating diluted loss per share, as the effect was anti-dilutive.

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.

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 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 Condensed Consolidated Financial Statements. The CODM evaluates the segments’ operating performance based on multiple measures including operating income, rig hours and state counts. The tables below present the operating income measurement, as the Company believes this is most consistent with the principals used in measuring the Condensed Consolidated Financial Statements.

The following is a description of each operating segment:

High Specification Rigs. Provides high-spec 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 wireline completion, wireline production and pump down lines of business.

Processing Solutions and Ancillary Services. Provides other services often utilized in conjunction with our High Specification Rigs and Wireline Services segments. These services include equipment rentals, plug and abandonment, logistics hauling, processing solutions, as well as snubbing and coil tubing.

Other. The Company incurs costs, indicated as Other, that are not allocable to any of the operating segments or lines of business and include corporate general and administrative expenses as well as depreciation of office furniture and fixtures and other corporate assets.

Certain segment information for the three months ended March 31, 2023 and 2022 is as follows (in millions):

	High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
	Three Months Ended March 31, 2023
Revenue	$	77.5	$	49.9	$	30.1	$	—	$	157.5
Cost of services	60.1		45.7		25.1		—		130.9
Depreciation and amortization	5.5		2.4		1.6		0.5		10.0
Operating income (loss)	11.9		1.8		3.4		(7.9)		9.2
Net income (loss)	$	11.9	$	1.8	$	3.4	$	(10.9)	$	6.2
Capital expenditures	$	2.1	$	1.3	$	4.3	$	—	$	7.7
	High Specification Rigs		Wireline Services		Processing Solutions and Ancillary Services		Other		Total
---	---	---	---	---	---	---	---	---	---	---
	Three Months Ended March 31, 2022
Revenue	$	64.9	$	38.6	$	20.1	$	—	$	123.6
Cost of services	50.8		40.4		16.8		—		108.0
Depreciation and amortization	6.4		2.7		2.0		0.5		11.6
Operating income (loss)	7.7		(4.5)		1.3		(9.7)		(5.2)
Net income (loss)	$	7.7	$	(4.5)	$	1.3	$	(10.2)	$	(5.7)
Capital expenditures	$	1.2	$	0.9	$	0.3	$	—	$	2.4

Note 16 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to April 30, 2023. 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 for oil and natural gas, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below and elsewhere in this report. Please read the Cautionary Note 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 filed on Form 10-K for the year ended December 31, 2022 (our “Annual Report”). We assume no obligation to update any of these forward-looking statements. Except as otherwise indicated or required by the context, all references in this Quarterly Report to the “Company,” “Ranger,” “we,” “us,” or “our” relate to Ranger Energy Services, Inc. (“Ranger, Inc.”) and its consolidated subsidiaries.

How We Evaluate Our Operations

Our service offerings consist of well completion support, workover, well maintenance, wireline, fluid management, 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, snubbing, 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 16 — Subsequent Events.”

Business Outlook

We continue to expect business opportunities and financial results to show mild increases as the global economy continues to slowly stabilize and improve. The International Energy Agency stated that global oil demand is set to rise by 1.9 million barrels per day in 2023 where the U.S. ranks as the world’s leading source of supply growth. Commodity pricing reached over $130 per barrel with a low of $70 per barrel during 2022 and is expected to remain at approximately $80 to $85 per barrel during 2023 as global oil inventories increase. However, this increased demand could prove to be a challenge as OPEC+ announced additional reductions of approximately 1.2 million barrels per day. Additionally, we believe the geopolitical events will continue to have an impact on the macroeconomic backdrop of our industry, specifically surrounding China as COVID-19 restrictions are lifted and uncertainty regarding Russia’s oil supply while under sanctions.

In February 2022, Russia invaded neighboring Ukraine. The conflict has caused turmoil in global markets, resulting in higher oil prices, and injected even more uncertainty into a worldwide economy recovering from the effects of COVID-19. Given the evolving conflict, 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 existing sanctions imposed on Russia, any potential future sanctions, and independent corporate actions affect Russia’s oil production or the sale of Russia’s oil in the global market. In addition, the degree to which other oil producers respond to current oil prices, as well as the effects macroeconomic developments might have on global oil demand, will be important for oil price formation in the coming months.

Financial Metrics

How We Generate Revenue

Rig hours and stage counts, as it relates to our High Specification Rigs and Wireline Services segments, respectively, are important indicators of our activity levels and profitability. The stage count metric has become increasingly important with the update in our external reporting segments. Rig hours represent the aggregate number of hours that our well service rigs actively worked, whereas stage counts represent the number of completed stages during the periods presented. Generally, during the period our services are being provided, our customers are billed on an hourly basis for our high-spec rig services or, as it relates to our wireline services, they are billed upon the earlier of the completion of the well or on a monthly 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. Our primary costs associated with our cost of services are related to personnel expenses, repairs and maintenance of our fixed assets and, as it relates to our Wireline Services segment, perforating and gun costs. 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 a 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. A key component of personnel costs relates to the ongoing training of our employees, which improves safety rates and reduces attrition.

General & Administrative. As described above, general and administrative expenses are corporate in nature and are included within Other. These costs 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. We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense (benefit), depreciation and amortization, equity‑based compensation, acquisition‑related and severance costs, gain or loss on disposal of assets, legal fees and settlements, and 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 GAAP.

Results of Operations

Three Months Ended March 31, 2023 compared to Three Months Ended March 31, 2022

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.

	Three Months Ended
	March 31,				Variance
	2023		2022			%
Revenue
High specification rigs	$	77.5	$	64.9		19	%
Wireline services	49.9		38.6		11.3	29	%
Processing solutions and ancillary services	30.1		20.1		10.0	50	%
Total revenue	157.5		123.6		33.9	27	%
Operating expenses
Cost of services (exclusive of depreciation and amortization):
High specification rigs	60.1		50.8		9.3	18	%
Wireline services	45.7		40.4		5.3	13	%
Processing solutions and ancillary services	25.1		16.8		8.3	49	%
Total cost of services	130.9		108.0		22.9	21	%
General and administrative	8.4		10.2		(1.8)	(18)	%
Depreciation and amortization	10.0		11.6		(1.6)	(14)	%
Gain on sale of assets	(1.0)		(1.0)		—	—	%
Total operating expenses	148.3		128.8		19.5	15	%
Operating income (loss)	9.2		(5.2)		14.4	277	%
Other expenses
Interest expense, net	1.2		2.1		(0.9)	(43)	%
Total other expenses	1.2		2.1		(0.9)	(43)	%
Income (loss) before income tax benefit	8.0		(7.3)		15.3	210	%
Income tax expense (benefit)	1.8		(1.6)		3.4	213	%
Net income (loss)	$	6.2	$	(5.7)		209	%

All values are in US Dollars.

Revenue. Revenue for the three months ended March 31, 2023 increased $33.9 million, or 27%, to $157.5 million from $123.6 million for the three months ended March 31, 2022. The change in revenue by segment was as follows:

High Specification Rigs. High Specification Rig revenue for the three months ended March 31, 2023 increased $12.6 million, or 19%, to $77.5 million from $64.9 million for the three months ended March 31, 2022. The revenue increase is attributable to improved efficiencies, as the average revenue per rig hour increased 19% to $689 for the three months ended March 31, 2023 from $577 for the three months ended March 31, 2022. Total rig hours held consistent at 112,500 for both the three months ended March 31, 2023 and three months ended March 31, 2022.

Wireline Services. Wireline Services revenue for the three months ended March 31, 2023 increased $11.3 million, or 29%, to $49.9 million from $38.6 million for the three months ended March 31, 2022. The increased wireline services revenue was primarily attributable to completion services of $3.1 million related to increased pricing and the addition of standby charges, offset by a 14% decrease in completed stage counts to 6,400 for the three months ended March 31, 2023 from 7,400 for the three months ended March 31, 2022. Additional increased wireline services revenue was attributable to pump down services and production services of $5.4 million and $2.9 million, respectively.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services revenue for the three months ended March 31, 2023 increased $10.0 million, or 50%, to $30.1 million from $20.1 million for the three months ended March 31, 2022. The increase in processing solutions and ancillary services is primarily attributable to our coil tubing, plugging and abandonment services and equipment rentals, which amounted to $5.2 million, $2.0 million and $2.0 million, respectively.

Cost of services (exclusive of depreciation and amortization). Cost of services for the three months ended March 31, 2023 increased $22.9 million, or 21%, to $130.9 million from $108.0 million for the three months ended March 31, 2022. As

a percentage of revenue, cost of services was 83% and 87% for the three months ended March 31, 2023 and 2022, respectively. The change in cost of services by segment was as follows:

High Specification Rigs. High Specification Rig cost of services for the three months ended March 31, 2023 increased $9.3 million, or 18% to $60.1 million from $50.8 million for the three months ended March 31, 2022. The increase was primarily attributable to an increase in variable expenses, notably employee related labor, travel, and maintenance costs, which amounted to $5.9 million, $1.4 million, and $1.1 million, respectively, coupled with a $0.4 million increase in expense related to general operating expenses. Additionally, the increase corresponds with the increase in average revenue per rig hour.

Wireline Services. Wireline Services cost of services for the three months ended March 31, 2023 increased $5.3 million, or 13%, to $45.7 million from $40.4 million for the three months ended March 31, 2022. Wireline Services cost of services as a percentage of revenue decreased from 105% for the three months ended March 31, 2022 to 92% for the three months ended March 31, 2023 due to the increase in revenue attributed to increased utilization of assets. The increase was primarily attributable to increased employee costs of $2.7 million and increased maintenance costs of approximately $1.2 million.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services cost of services for the three months ended March 31, 2023 increased $8.3 million, or 49%, to $25.1 million from $16.8 million for the three months ended March 31, 2022. The increase was primarily attributable to increased employee costs with the upturn in operational activity, which amounted to approximately $3.1 million. Additionally, cost of service expense increased by $2.4 million primarily related to increased activity in our coil tubing and plugging and abandonment services.

General & Administrative. General and administrative expenses for the three months ended March 31, 2023 decreased $1.8 million, or 18%, to $8.4 million from $10.2 million. The decrease in general and administrative expenses is primarily due to decreased accounting, legal and professional expenses, partially offset by increased employee costs during three months ended March 31, 2023.

Depreciation and Amortization. Depreciation and amortization for the three months ended March 31, 2023 decreased $1.6 million, or 14%, to $10.0 million from $11.6 million for the three months ended March 31, 2022. The decrease was attributable to assets disposed of during 2022.

Interest Expense, net. Interest expense, net for the three months ended March 31, 2023 decreased $0.9 million, or 43%, to $1.2 million from $2.1 million for the three months ended March 31, 2022. The decrease to net interest expense was attributable to the decreased principal balance on our Revolving Credit Facility, M&E Term Loan Facility, and payoff of Term Loan B Facility.

Income Tax Expense (Benefit). Income tax expense for the three months ended March 31, 2023increased $3.4 million, or 213%, to a tax expense of $1.8 million from a tax benefit of $1.6 million for the three months ended March 31, 2022. The increase in tax expense was attributable to the increase in income over two consecutive quarters.

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 (benefit), depreciation and amortization, equity-based compensation, gain or loss on disposal of assets, legal fees and settlements, and other non-cash or 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, 2023 compared to Three Months Ended March 31, 2022

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, 2023
Net income (loss)	$	11.9	$	1.8	$	3.4	$	(10.9)	$	6.2
Interest expense, net	—		—		—		1.2		1.2
Income tax expense	—		—		—		1.8		1.8
Depreciation and amortization	5.5		2.4		1.6		0.5		10.0
EBITDA	17.4		4.2		5.0		(7.4)		19.2
Equity based compensation	—		—		—		1.1		1.1
Gain on disposal of property and equipment	—		—		—		(1.0)		(1.0)
Severance and reorganization costs	—		—		—		0.2		0.2
Acquisition related costs	—		—		—		0.6		0.6
Adjusted EBITDA	$	17.4	$	4.2	$	5.0	$	(6.5)	$	20.1	High Specification Rigs	Wireline Services	Processing Solutions and Ancillary Services	Other	Total
---	---	---	---	---	---	---	---	---	---	---
	Three Months Ended March 31, 2022
Net income (loss)	$	7.7	$	(4.5)	$	1.3	$	(10.2)	$	(5.7)
Interest expense, net	—		—		—		2.1		2.1
Income tax benefit	—		—		—		(1.6)		(1.6)
Depreciation and amortization	6.4		2.7		2.0		0.5		11.6
EBITDA	14.1		(1.8)		3.3		(9.2)		6.4
Equity based compensation	—		—		—		0.8		0.8
Gain on disposal of property and equipment	—		—		—		(1.0)		(1.0)
Severance and reorganization costs	—		—		—		—		—
Acquisition related costs	—		—		—		3.2		3.2
Legal fees and settlements	—		—		—		0.2		0.2
Adjusted EBITDA	$	14.1	$	(1.8)	$	3.3	$	(6.0)	$	9.6
	High Specification Rigs	Wireline Services		Processing Solutions and Ancillary Services		Other		Total
---	---	---	---	---	---	---	---	---	---
	Variance ()
Net income (loss)		$	6.3	$	2.1	$	(0.7)	$	11.9
Interest expense, net	—	—		—		(0.9)		(0.9)
Income tax expense (benefit)	—	—		—		3.4		3.4
Depreciation and amortization	(0.9)	(0.3)		(0.4)		—		(1.6)
Impairment of fixed assets	—	—		—		—		—
EBITDA	3.3	6.0		1.7		1.8		12.8
Equity based compensation	—	—		—		0.3		0.3
Gain on disposal of property and equipment	—	—		—		—		—
Severance and reorganization costs	—	—		—		0.2		0.2
Acquisition related costs	—	—		—		(2.6)		(2.6)
Legal fees and settlements	—	—		—		(0.2)		(0.2)
Adjusted EBITDA		$	6.0	$	1.7	$	(0.5)	$	10.5

All values are in US Dollars.

Adjusted EBITDA for the three months ended March 31, 2023 increased $10.5 million to $20.1 million from $9.6 million for the three months ended March 31, 2022. The change by segment was as follows:

High Specification Rigs. High Specification Rigs Adjusted EBITDA for the three months ended March 31, 2023 increased $3.3 million to $17.4 million from $14.1 million for the three months ended March 31, 2022, due to increased revenue of $12.6 million, partially offset by a corresponding increase in cost of services of $9.3 million.

Wireline Services. Wireline Services Adjusted EBITDA for the three months ended March 31, 2023 increased $6.0 million to $4.2 million from a loss of $1.8 million for the three months ended March 31, 2022, due to increased revenue of $11.3 million, partially offset by a corresponding increase in cost of services of $5.3 million.

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services Adjusted EBITDA for the three months ended March 31, 2023 increased $1.7 million to $5.0 million from $3.3 million for the three months ended March 31, 2022, due to increased revenue of $10.0 million, offset by a corresponding increase in cost of services of $8.3 million.

Other. Other Adjusted EBITDA for the three months ended March 31, 2023 decreased $0.5 million to a loss of $6.5 million from a loss of $6.0 million for the three months ended March 31, 2022. 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 EBC Credit Facility. As of March 31, 2023, we had total liquidity of $68.4 million, consisting of $14.4 million of cash on hand and availability under our Revolving Credit Facility of $54.0 million.

As of March 31, 2023, our borrowing base under the Revolving Credit Facility was $55.6 million compared to $51.2 million and $60.3 million as of March 31, 2022 and December 31, 2022, respectively. 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. For further details, see “— Our Debt Agreements.”

Cash Flows

The following table presents our cash flows for the periods indicated:

	Three Months Ended March 31,				Change
	2023		2022			%
	(in millions)
Net cash provided by (used in) operating activities	$	17.4	$	(12.1)		244	%
Net cash provided by (used in) investing activities	(1.1)		5.0		(6.1)	(122)	%
Net cash provided by (used in) financing activities	(5.6)		10.3		(15.9)	(154)	%
Net change in cash	$	10.7	$	3.2		234	%

All values are in US Dollars.

Operating Activities

Net cash from operating activities increased $29.5 million to cash provided of $17.4 million for three months ended March 31, 2023 compared to cash used of $12.1 million for the three months ended March 31, 2022. The change in cash flows from operating activities is primarily attributable to an increase in gross margins and operating income for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. The use of working capital cash increased $25.1 million to $16.5 million for the three months ended March 31, 2023, compared to cash used of $8.6 million for the three months ended March 31, 2022.

Investing Activities

Net cash from investing activities decreased $6.1 million to cash used of $1.1 million for three months ended March 31, 2023 compared to cash provided of $5.0 million for the three months ended March 31, 2022. The change in cash flows from investing activities is attributable to fixed asset additions that took place during the three months ended March 31, 2023, coupled with the asset disposals, related to assets acquired from Basic, that took place during the three months ended March 31, 2022.

Financing Activities

Net cash from financing activities decreased $15.9 million from cash provided of $10.3 million for the three months ended March 31, 2022 compared to cash used of $5.6 million for the three months ended March 31, 2023. The change in cash flows from financing activities is primarily attributable to cash from asset sales and operations being utilized to pay down debt.

Supplemental Disclosures

During the three months ended March 31, 2023, the Company added fixed assets of $1.5 million primarily related to finance leased assets across all operating segments.

Working Capital

Our working capital, which we define as total current assets less total current liabilities, was $73.1 million as of March 31, 2023, compared to $65.6 million as of December 31, 2022. The increase in working capital can be attributed to a higher cash balance and contract assets, as well as a decrease in accrued expenses.

Eclipse Loan and Security Agreement

On September 23, 2022, the Company entered into the Amended Loan Agreement with EBC and Eclipse Business Capital SPV, LLC, which, among other things, designated the change in reference rate from LIBOR to SOFR, and designated a Letter of Credit in the amount of $1.6 million to be utilized for working capital and general corporate purposes, as needed.

Revolving Credit Facility

The Revolving Credit Facility was drawn in part on September 27, 2021, to repay the indebtedness under the existing Credit Facility, which was terminated in connection with such repayment, and to pay for the fees, costs and expenses incurred in connection with the EBC Credit Facility. The undrawn portion of the 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. The Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable less certain reserves. The Company’s eligible accounts receivable serve as collateral for the borrowings under the Revolving Credit Facility, which is scheduled to mature in September 2025. The Revolving Credit Facility includes a subjective acceleration clause and cash dominion provisions 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 Revolving Credit Facility, therefore, will be classified as Long-term debt, current portion on the Condensed Consolidated Balance Sheet.

Under the Revolving Credit Facility, the total loan capacity was $55.6 million, which was based on a borrowing base certificate in effect as of March 31, 2023. The Company did not have any borrowings under the Revolving Credit Facility and a $1.6 million Letter of Credit, leaving a residual $54.0 million available for borrowings as of March 31, 2023. Borrowings under the Revolving Credit Facility bear interest at a rate per annum ranging from 4.5% to 5% in excess of the SOFR Rate and 3.5% to 4% in excess of the Base Rate, dependent on the fixed cost coverage ratio, through July 1, 2022. The weighted average interest rate for the loan was approximately 8.9% for the three months ended March 31, 2023.

M&E Term Loan Facility

Under the M&E Term Loan Facility, the Company had outstanding borrowings of $9.8 million where the monthly principal installments of $0.2 million commenced on March 1, 2022. Borrowings under the M&E Term Loan Facility bear interest at a rate per annum equal to 8% in excess of the SOFR Rate and 7% in excess of the Base Rate. The weighted average interest rate for the M&E Term Loan was 12.6% for the three months ended March 31, 2023. The M&E Term Loan Facility is secured by a lien on certain high-spec rig assets and is scheduled to mature in September 2025. Any principal amounts repaid may not be reborrowed.

Term Loan B

On October 1, 2021, the Term Loan B was finalized in connection with the closing of the Basic Acquisition. Borrowings under Term Loan B bear interest at a rate per annum equal to 13% in excess of the SOFR Rate and 11% in excess of the Base Rate. Term Loan B is scheduled to mature in September 2022. The weighted average interest rate for Term Loan B was 12.4% through the maturity date of August 16, 2022. On August 16, 2022, the outstanding balance of Term Loan B was $0.3 million, which was paid utilizing funds from the Revolving Credit Facility.

Secured Promissory Note

In connection with the PerfX Acquisition, on July 8, 2021, Bravo Wireline, LLC, a wholly owned subsidiary of Ranger, entered into a security agreement with Chief Investments, LLC, as administrative agent, for the financing of certain assets acquired. Certain of the assets acquired serve as collateral under the Secured Promissory Note. As of March 31, 2023, the aggregate principal balance outstanding was $5.6 million. Borrowings under the Secured Promissory Note bear interest at a rate of 8.5% per annum and is scheduled to mature in January 2024.

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. As of March 31, 2023, the aggregate principal balance outstanding under the Installment Agreements was $0.4 million and is payable ratably over 36 months from the time of each purchase. The monthly installment payments contain an imputed interest rate that are consistent with the Company’s incremental borrowing rate and is not significant to the Company.

Capital Returns Program

On March 1, 2023, the Board of Directors announced a $35.0 million share repurchase program that can be utilized for up to 36 months. Additionally, the Board of Directors has approved a quarterly dividend of $0.05 per share, which will be initiated once the Company achieves its goal of being net debt zero. The Company believes that a share repurchase and dividend framework provides the best overall value creation potential for investors and intends to return at least 25% of annual cash flows to investors going forward.

Critical Accounting Policies and Estimates

Our significant accounting policies are discussed in our Annual Report and have not materially changed since December 31, 2022.

Off-Balance Sheet Arrangements

We currently have no material off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risks

Recent Events

Russia invaded neighboring Ukraine and 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 existing sanctions imposed on Russia, any potential future sanctions, and independent corporate actions affect Russia’s oil production or the sale of Russia’s oil in the global market. In addition, the degree to which other oil producers respond to current oil prices, as well as the effects macroeconomic developments might have on global oil demand, will be important for oil price formation in the coming months. The direct impact to our operations began to take affect at the close of the first quarter ended March 31, 2022, and has continued through March 31, 2023, however the extent to which the invasion may further affect our financial condition or results of operations is uncertain. For more information, please see “Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition — Business Outlook”.

Interest Rate Risk

We are exposed to interest rate risk, primarily associated with our Credit Facility and Financing Agreement. For a complete discussion of our interest rate risk, see our Annual Report. As of March 31, 2023, we had a $1.6 million Letter of Credit, with a weighted average interest rate of 4.5%. As of March 31, 2023, the aggregate principal balance outstanding under the M&E Term Loan was $9.8 million, with a weighted average interest rate of 12.6%. A hypothetical 1.0% increase or decrease in the weighted average interest rate would increase or decrease interest expense by less than $0.2 million per year. We do not currently hedge out interest rate exposure. We do not engage in derivative transactions for speculative or trading purposes.

Credit Risk

The majority of our trade receivables have payment terms of 30 days or less. As of March 31, 2023, the top three trade receivable balances represented approximately 12%, 9%, and 7%, respectively, of consolidated net accounts receivable. Within our High Specification Rig segment, the top three trade receivable balances represented 19%, 13% and 12%, respectively, of total High Specification Rig net accounts receivable. Within our Wireline Services segment, the top three trade receivable balances represented 14%, 11%, 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 20%, 8%, and 8%, 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 ineffective as of March 31, 2023 due to the material weaknesses previously disclosed in our 2022 Annual Report.

Material Weaknesses in Internal Control Over Financial Reporting

In connection with the evaluation of the Company’s internal control over financial reporting as described above, management has identified the following deficiencies in our control environment in the current period that constituted material weaknesses in the Company’s internal control over financial reporting as of December 31, 2022:

•Ineffective controls over segregation of duties related to the review of manual journal entries and account reconciliations. Specifically, certain personnel had the ability to both (a) create and post journal entries within our general ledger system, and (b) review account reconciliations.

•Ineffective information technology general controls related to administrative user access to the Company’s information systems that are relevant to the preparation of financial statements to ensure appropriate segregation of duties and to adequately restrict access to financial applications and data.

In addition, the following material weakness previously reporting in our 2021 Annual Report continued to exist as of December 31, 2022.

•Ineffective controls over the accounting for complex transactions.

Notwithstanding we did not identify any material misstatements to the consolidated financial statements and there were no changes to previously released financial results as a result of these material weaknesses, the control deficiencies created a

reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis.

Remediation Efforts to Address the Material Weaknesses Existing in the Current Period

•During the fourth quarter of 2022, management implemented a remediation plan to update its design and implementation of controls to remediate the deficiency related to manual journal entries and enhance the Company's internal control environment. The Company has designed and implemented controls to prevent or detect a material misstatement resulting from certain personnel with the ability to create and post journal entries within the Company’s general ledger system. Management has designed and implemented controls over the review of all manual journal entries initiated and approved to ensure appropriate segregation of duties.

•Management has initiated a remediation plan to enhance the design of information technology general controls related to administrative user access by restricting privileged access, implementing controls over user access and enforcing proper segregation of duties within IT environments based on roles and responsibilities.

•Management is enhancing processes and designing and implementing additional internal controls to properly account for complex transactions. Additionally, the Company has hired additional accounting personnel and implementing training of new and existing personnel on proper execution of designed control procedures.

The material weaknesses will not be considered remediated until the controls have operated effectively, as evidenced through testing, for a sufficient number of instances.

Any failure to implement and maintain the improvements in the controls over our financial reporting, or difficulties encountered in the implementation of these improvements in our controls, could cause us to fail to meet our reporting obligations. Any failure to improve our internal controls to address these identified weaknesses could also cause investors to lose confidence in our reported financial information, which could have a negative impact on the trading price of our stock.

Changes in Internal Control over Financial Reporting

Management continues to remediate previously disclosed material weaknesses. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 and Use of Proceeds

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. 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, 2023.

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, 2023 - January 31, 2023	—	$	—	—	—
February 1, 2023 - February 28, 2023	1,057	11.71		—	—
March 1, 2023 - March 31, 2023	125,444	10.38		39,400	3,397,219
Total	126,501	$	10.39	39,400	3,397,219

_________________________

(1) Total number of shares repurchased during the first quarter of 2023 consists of 87,101 shares withheld by the Company in satisfaction of withholding taxes due upon the vesting of restricted shares granted to our employees under the 2017 Plan and 39,400 shares repurchased pursuant to the repurchase program that was announced on March 7, 2023.

(2) As of March 31, 2023, an aggregate of 39,400 shares were purchased for a total of $0.4 million since the inception of the repurchase plan announced on March 31, 2023.

(3) As of March 31, 2023, the maximum number of shares that may yet be purchased under the plan is 3,397,219 shares of Class A Common Stock. This is based on the closing price of $10.19 of Ranger Energy Services, Inc.’s Class A Common Stock on the New York Stock Exchange as of March 31, 2023.

Item 6. Exhibits

The following exhibits are filed as part of this Quarterly Report.

INDEX TO EXHIBITS
Exhibit<br>Number	Description
*10.1†	Form of Restricted Stock Agreement (Employees) under the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan.(2023)
*10.2†	Form of Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreement under the Ranger Energy Services, Inc. 2017 Long Term In centive Planrngr-033123xex102formofpsu.htm(2023)
*10.3†	Form of Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreement with Floor under the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan (2023)
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.

† Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a supplemental copy of any omitted schedule or similar attachment to the SEC upon request.

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	May 5, 2023
Melissa Cougle	Date
Chief Financial Officer
(Principal Financial Officer)

Document

Exhibit 10.1

RANGER ENERGY SERVICES, INC.

LONG TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD “RSA” AGREEMENT

Grant Date:	[●]	N	(the “Grant Date”)
Name of Grantee:	[●]		(the “Grantee” or “you”)
Number of Restricted Shares subject to Award:	[●]		(the “Restricted Shares”)

This Restricted Stock Agreement (“Agreement”) is made and entered into as of the Grant Date by and between Ranger Energy Services, Inc., a Delaware corporation (the “Company”), and you.

WHEREAS, the Company adopted the Ranger Energy Services, Inc., 2017 Long Term Incentive Plan (as amended from time to time, the “Plan”), under which the Company is authorized to grant equity-based awards to certain employees and service providers of the Company;

WHEREAS, the Company, in order to induce you to enter into and to continue and dedicate service to the Company and to materially contribute to the success of the Company, agrees to grant you this award of Restricted Stock;

WHEREAS, you acknowledge that a copy of the Plan has been furnished to you and shall be deemed a part of this Agreement as if fully set forth herein and the terms capitalized but not defined herein shall have the meanings set forth in the Plan; and

WHEREAS, you desire to accept the award of Restricted Stock granted pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties agree as follows:

1. The Grant. Subject to the conditions set forth below, the Company hereby grants you, effective as of the Grant Date, as a matter of separate inducement and not in lieu of any salary or other compensation for your services for the Company, an award of Restricted Stock (the “Award”) consisting of the number of Restricted Shares set forth above in accordance with the terms and conditions set forth herein and in the Plan.

2. Escrow of Restricted Shares. The Company shall evidence the Restricted Shares in the manner that it deems appropriate. The Company may issue in your name a certificate or certificates representing the Restricted Shares and retain such certificate(s) until the restrictions on such Restricted Shares expire as described in Section 5 or 6 of this Agreement or the Restricted Shares are forfeited as described in Section 4 and 6 of this Agreement. If the Company certificates the Restricted Shares, you shall execute one or more stock powers in blank for those certificates and deliver those stock powers to the Company. The Company shall hold the Restricted Shares and the related stock powers pursuant to the terms of this Agreement, if applicable, until such time as (a) a certificate or certificates for the Restricted Shares are delivered to you, (b) the Restricted Shares are otherwise transferred to you free of restrictions, or (c) the Restricted Shares are canceled and forfeited pursuant to this Agreement.

3. Ownership of Restricted Shares. From and after the time the Restricted Shares are issued in your name, you shall have all rights of ownership in or with respect to the Restricted Shares, including without limitation, voting rights; provided, however, that dividends and distributions (collectively, “Distributions”) made on a Restricted Share shall be subject to the same transfer restrictions and the risk of forfeiture applicable to the related Restricted Share and shall be held by the Company without interest until the related Restricted Share becomes vested or is forfeited. If the Restricted Share to which such Distributions relate is forfeited to the Company, then such Distributions shall be forfeited to the Company at the same time such Restricted Share is so forfeited. If the Restricted Share to which such Distributions relate becomes vested, then such

Distributions shall be paid and distributed to you as soon as administratively feasible after such Restricted Share becomes vested (but in no event later than March 15 of the calendar year following the calendar year in which such vesting occurs).

4. Restrictions; Forfeiture. The Restricted Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as described in Section 5 or 6 of this Agreement. The Restricted Shares are also restricted in the sense that they may be forfeited to the Company (the “Forfeiture Restrictions”). You hereby agree that if the Restricted Shares are forfeited, as provided in Section 6, the Company shall have the right to deliver the Restricted Shares to the Company’s transfer agent for, at the Company’s election, cancellation or transfer to the Company.

5. Expiration of Restrictions and Risk of Forfeiture. The restrictions on the Restricted Shares described in Section 4 of this Agreement will expire and the Restricted Shares will become transferable and nonforfeitable, provided that, subject to Section 6, you remain in the employ of, or a service provider to, the Company or its Affiliates until the applicable dates set forth in the following schedule:

Number of Restricted Shares that Vest	Vesting Date
[●]	[●]
[●]	[●]
[●]	[●]

6. Termination of Employment or Services.

(a) Termination for Cause or Resignation without Good Reason. If your employment or service relationship with the Company or its Affiliates is terminated by the Company for Cause (as defined below) or by you without Good Reason (as defined below), then those Restricted Shares for which the restrictions have not lapsed as of the date of termination shall become null and void and those Restricted Shares shall be forfeited to the Company. The Restricted Shares for which the restrictions have lapsed as of the date of such termination shall not be forfeited to the Company.

(b) Termination due to Death or Disability. Notwithstanding the vesting schedule set forth in Section 5 above, if your employment or service relationship with the Company or its Affiliates is terminated due to (i) your death or (ii) your becoming incapacitated or disabled by accident, sickness or other circumstance which creates an impairment (despite reasonable accommodation) that renders you mentally or physically incapable of performing your essential job functions for a period of at least ninety (90) consecutive days or for ninety (90) non-consecutive business days during any 12-month period, 100% of the Restricted Shares for which the restrictions have not yet lapsed as of the date of your termination under this Section 6(b) shall become immediately vested.

(c) Termination without Cause or Resignation with Good Reason. If your employment or service relationship with the Company or its Affiliates is terminated by the Company other than for Cause (as defined below) or by you with Good Reason (as defined below), the Restricted Shares shall immediately become vested as of the date of such termination as to a portion of the Restricted Shares that would have otherwise vested on or before the first anniversary of the date of such termination if employee had remained continuously in the employ of, or a service provider to, the Company or its Affiliates.

(d) Effect of Other Agreements. Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 6 and any employment, severance or change in control agreement between you and the Company or a similar plan or arrangement sponsored or maintained by the Company in which you participate, the terms of such employment, severance or change in control agreement or similar plan or arrangement shall control.

For purposes of this Section 6, a termination for “Cause” shall mean upon a determination by the Company in its good faith discretion (but for purpose of clauses (i) and (ii), only after the Company has provided you written notice of the facts and

circumstances and after you have had an opportunity to be heard and you have failed to cure the same within five (5) business days of notice if cure is reasonably possible), that you have engaged in:

(i) a material breach of your obligations under (1) this Agreement or (2) any employment or consulting agreement entered into between you and the Company or any of its Affiliates, in each case after written notice and opportunity to cure as set forth above;

(ii) continued failure to perform the duties and services required of you in connection with your employment or service relationship, after written notice and opportunity to cure as set forth above;

(iii) an act or acts of fraud, dishonesty or disloyalty with respect to the Company’s business, operations or customers, including, but not limited to, falsification of records of the Company or misappropriation of funds of the Company;

(iv) insubordination or failure to follow the lawful instructions of managment;

(v) any willful or reckless misconduct or gross negligence by you in the performance of your duties;

(vi) any breach of fiduciary duty or duty of loyalty to the Company or its Affiliates;

(vii) acceptance of employment with or work for another employer or business other than the Company or its Affiliates or the performance of work or services for any such other employer or business (except as expressly permitted by the Company);

(viii) any act attempting to secure or securing any personal profit or benefit not fully disclosed to and approved by the board of directors of the Company (the “Board”) in connection with any transaction entered into on behalf of the Company or its Affiliates;

(ix) habitual drug or alcohol abuse;

(x) a conviction (by plea of nolo contendere, guilty or otherwise) of any (1) felony, (2) of a crime of theft, fraud, or dishonesty, or (3) crime involving moral turpitude;

(xi) conduct on your part, even if not in connection with the performance of your duties to the Company or its Affiliates, that could result in serious prejudice to the interests of the Company or its Affiliates, as determined by the Company in its sole discretion, and you fail to cease such conduct within twenty-four (24) hours upon receipt of notice from management to cease such conduct.

(xii) For purposes of this definition, no act, or failure to act, on your part shall be considered “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company or its Affiliates.

For purposes of this Section 6, “Good Reason” shall exist if any of the following actions are taken without your consent: (A) any material diminution in your base salary, duties, responsibilities, or authorities; (B) any material relocation of your primary work location more than 50 miles away from your primary work location as of the Grant Date; or (C) any other action or inaction by the Company that constitutes a material breach by the Company of its obligations under this Agreement or any employment or consulting agreement entered into between you and the Company or any of its Affiliates. To exercise your right to terminate for Good Reason, you must provide written notice to the Company of your belief that Good Reason exists within ninety (90) days of the initial existence of the condition(s) giving rise to Good Reason, and that notice shall describe the condition(s) believed to constitute Good Reason. The Company shall have thirty (30) days to remedy the Good Reason condition(s). If not remedied within that thirty (30)-day period, you may terminate this Agreement; provided, however, that

such termination must occur no later than sixty (60) days after the date of the initial existence of the condition(s) giving rise to the Good Reason; otherwise, you are deemed to have accepted the condition(s), or the Company’s correction of such condition(s), that may have given rise to the existence of Good Reason.

7. Leave of Absence. With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in the employ of, or providing services for, the Company, provided that rights to the Restricted Shares during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.

8. Delivery of Stock. Promptly following the expiration of the restrictions on the Restricted Shares pursuant to Section 5 or 6 of this Agreement, the Company shall cause to be issued and delivered to you or your designee evidence of the number of Restricted Shares as to which restrictions have lapsed (i.e., shares of Stock), free of any restrictive legend relating to the lapsed restrictions, upon receipt by the Company of any tax withholding as may be due pursuant to Section 9. The value of such Stock shall not bear any interest owing to the passage of time.

9. Payment of Taxes. In connection with any disposition of Shares or Distributions acquired pursuant to settlement of the Award, you (or any person permitted to receive settlement of the Award in the event of your death) shall be responsible for satisfying withholding taxes and other tax obligations relating to the Award. Such tax obligations shall be satisfied through net withholding (which is a reduction of the amount of Shares otherwise issuable or deliverable pursuant to the Award) and the maximum number of Shares that may be so withheld shall be the number of Shares that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to the Award, as determined by the Committee. You acknowledge that there may be adverse tax consequences upon the transfer, vesting or settlement of the Award or disposition of the underlying Shares or Distributions and that you have been advised, and hereby are advised, to consult a tax advisor prior to such transfer, vesting or settlement. You represent that you are in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.

10. Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Stock (including Restricted Shares) will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the “Act”), is at the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.

11. Legends. The Company may at any time place legends referencing any restrictions imposed on the shares pursuant to Sections 4 or 10 of this Agreement on all certificates representing shares issued with respect to this Award.

12. Right of the Company and Affiliates to Terminate Employment or Services. Nothing in this Agreement confers upon you the right to continue in the employ of or performing services for the Company or any of its Affiliates, or interfere in any way with the rights of the Company or any of its Affiliates to terminate your employment or service relationship at any time.

13. Furnish Information. You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation.

14. Remedies. The parties to this Agreement shall be entitled to recover from each other reasonable attorneys’ fees incurred in connection with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.

15. No Liability for Good Faith Determinations. The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Shares granted hereunder.

16. Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

17. No Guarantee of Interests. The Board and the Company do not guarantee the Stock of the Company from loss or depreciation.

18. Notice. All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail.

19. Waiver of Notice. Any person entitled to notice hereunder may waive such notice in writing.

20. Information Confidential. As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.

21. Successors. This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.

22. Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

23. Company Action. Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.

24. Headings. The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

25. Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Delaware without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.

26. Amendment. This Agreement may be amended the Board or by the Committee at any time; provided that any amendment that would materially and adversely affect your rights hereunder shall not be effective without your consent.

27. Clawback. To the extent required by applicable law or any applicable securities exchange listing standards, or as otherwise determined by the Board (or a committee thereof), all shares of Stock granted under this Agreement shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company, which clawback policies or procedures may provide for forfeiture and/or recoupment of such shares of Stock. Notwithstanding any provision of this Agreement to the contrary, the Company reserves the right, without your consent, to adopt any such clawback policies and procedures, including such policies and procedures applicable to this Agreement with retroactive effect.

28. The Plan. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan.

29. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of this Agreement by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.

30. Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, you agree, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which you have access. You hereby consent to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

31. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the Award granted hereby; provided however, that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or other entity) and you in effect as of the date a determination is to be made under this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces your rights shall be effective only if it is in writing and signed by both you and an authorized officer of the Company.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officer thereunto duly authorized, and the Grantee has set his hand as to the date and year first above written.

RANGER ENERGY SERVICES, INC.

Name: Stuart N. Bodden	Date of Signature
Title: President and Chief Executive Officer
Name: [●]	Date of Signature

Document

Exhibit 10.2

RANGER ENERGY SERVICES, INC.

PERFORMANCE STOCK UNIT AWARD INCENTIVE AGREEMENT

THIS PERFORMANCE STOCK UNIT AWARD INCENTIVE AGREEMENT (this “Agreement”) is made and entered into by and between Ranger Energy Services, Inc., a Delaware corporation (the “Company”), and [●], an individual and employee of the Company (“Grantee”), as of the [xx]th day of [●], 2023 (the “Grant Date”), subject to the terms and conditions of the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan, as it may be amended from time to time thereafter (the “Plan”). The Plan is hereby incorporated herein in its entirety by this reference. Capitalized terms not otherwise defined in this Agreement shall have the meaning given to such terms in the Plan.

WHEREAS, Grantee is [●] of the Company, and in connection therewith, the Company desires to grant a Performance-Based Stock-Based Award to Grantee, subject to the terms and conditions of this Agreement and the Plan, with a view to increasing Grantee’s interest in the Company’s success and growth; and

WHEREAS, Grantee desires to be the holder of a Performance-Based Stock-Based Award subject to the terms and conditions of this Agreement and the Plan;

NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained herein, and such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Grant of Performance Stock Units. Subject to the terms and conditions of this Agreement and the Plan, the Company hereby grants to Grantee [●] Performance Stock Units as described herein (the “Performance Stock Units”), which constitute a Performance-Based Stock-Based Award that is referred to as a Performance-Based Award under the Plan. Each Performance Stock Unit shall initially represent the equivalent of one Share as of the Grant Date, with the actual number of Shares to be paid out to be determined under the terms and conditions of this Agreement. With respect to the Performance Stock Units granted under this Agreement, the Committee reserves the right and authority, as exercised in its discretion, to modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award, early termination of a performance period, or modification of any other condition or limitation regarding an award, at any time before or after the Incentive Award becomes fully vested but prior to actual payment, but at all times subject to Section 6 for Detrimental Conduct. As a holder of Performance Stock Units, the Grantee has the rights of a general unsecured creditor of the Company unless and until the Performance Stock Units are converted to Shares upon vesting and transferred to Grantee, as set forth herein.

2.Transfer Restrictions. Grantee shall not sell, assign, transfer, exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose of (collectively, “Transfer”) any Performance Stock Units granted hereunder. Any purported Transfer of Performance Stock Units in breach of this Agreement shall be void and ineffective and shall not operate to Transfer any interest or title to the purported transferee.

3.Vesting of Performance Stock Units.

(a)Performance Period. For purposes of this Agreement, the performance period is the three-year period that begins on March 1, 2023, and ends on December 31, 2025 (the “Performance Period”). Subject to the terms and conditions of this Agreement, the Performance Stock Units shall vest and become payable to Grantee at the end of the Performance Period, provided that (i) Grantee is still an Employee at that time and has continuously been an Employee since the Grant Date (the “Service Requirement”) and (ii) the Board, or a duly authorized committee thereof, has certified in writing that the performance criterion established for the Performance Period as described below (the

“Performance Criterion”) has been achieved. All Performance Stock Units that do not become vested during or at the end of the Performance Period shall be forfeited. The Board, in its discretion, may adjust the Performance Criterion to recognize special or non-recurring situations or circumstances with respect to the Company or any other company in the Peer Group for any year during the Performance Period arising from the acquisition or disposition of assets, costs associated with exit or disposal activities or material impairments. There are two Performance Criterion that have been established for the Performance Stock Units awarded under this Agreement, as described in subsections (b) and (c) below.

(b)RTSR. The first Performance Criterion is the Company’s Relative Total Shareholder Return (“RTSR”) as defined in Exhibit A to this Agreement (the “RTSR Criterion”). The Company’s RTSR is compared to the RTSR of each of the peer group companies, as listed on Exhibit A to this Agreement (each a “Peer Company” and as a group, the “Peer Group”), as of the end of each calendar year within the Performance Period to determine where the Company ranks when compared to the Peer Group. The RTSR Criterion is one hundred percent (100%) of the total weighting for fifty percent (50%) of the Performance Stock Units awarded under this Agreement.

(c)Absolute RNGR Stock Price. The second Performance Criterion is the Absolute Total Shareholder Return (the “Absolute TSR”) as defined in Exhibit A to this Agreement (the “Absolute TSR Criterion”). The Company’s Absolute TSR will be measured using the volume-weighted average price (the “VWAP”) of the Company’s shares for the first 30 consecutive trading days immediately following the beginning of the Performance Period, and such initial VWAP calculation will be compared with the VWAP of the Company’s shares for the last 30 consecutive trading days immediately preceding the end of the Performance Period to determine the payout. The Absolute TSR Criterion is one hundred percent (100%) of the total weighting for fifty percent (50%) of the Performance Stock Units awarded under this Agreement.

(d)Changes in Peer Group. When calculating RTSR for the Performance Period for the Company and the Peer Group, (i) the performance of a company in the Peer Group will not be used in calculating the RTSR of that member of the Peer Group if the company is not publicly traded (i.e., has no ticker symbol) at the end of the Performance Period; (ii) the performance of any company in the Peer Group that becomes bankrupt during the Performance Period will be included in the calculation of Peer Group performance even if it has no ticker symbol at the end of the measurement period; and (iii) the performance of the surviving entities will be used in the event there is a combination of any of the Peer Group companies during the measurement period. The Board may disregard any of these guidelines when evaluating changes in the membership of the Peer Group during the Performance Period in any particular situation, as it deems reasonable in the exercise of its discretion.

(e) Ranking of Company as Compared to the Peer Group for Purposes of the RTSR Criterion. The Board will rank the Company’s performance against the RTSR Criterion within the Peer Group (set forth on Exhibit A) as of December 31, 2025, and apply the award multiplier from the following table:

Relative TSR Performance
Relative TSR Performance Rank	Percentile<br><br>Ranking	Award<br><br>Payout	Payout vs.<br><br>Target
1	100%	Maximum	200%
2	90%		180%
3	80%		160%
4	70%	Stretch	140%
5	60%		120%
6	50%	Target	100%
7	40%		75%
8	30%	Threshold	50%
9	20%		0%
10	10%		0%
11	0%		0%

Should the Company’s VWAP for the last 30 consecutive trading days immediately preceding the end of the Performance Period be at least 15% lower than the Company’s VWAP for the first 30 consecutive trading days immediately following the beginning of the Performance Period, then the maximum payout available is the Target Level of 100%, regardless of the Company’s relative rank.

(f) Determination of Payout for Purposes of the Absolute TSR Criterion. The Board will rank the Company’s performance against the Absolute TSR Criterion as of December 31, 2025, and apply the award multiplier from the following table:

Absolute TSR
Stock Price Growth	Award Payout	Payout vs. Target
75%	Maximum	200%
69%		175%
63%		150%
56%		125%
50%	Target	100%
37%		75%
23%		50%
10%	Threshold	25%

4.Termination of Employment. If Grantee’s Employment is voluntarily or involuntarily terminated during the Performance Period, then Grantee shall immediately forfeit the outstanding Performance Stock Units, except as provided below in this Section 4. Upon the forfeiture of any Performance Stock Units hereunder, the Grantee shall cease to have any rights in connection with such Performance Stock Units as of the date of forfeiture.

(a)Termination of Employment. Except as provided in Section 4(c), if the Grantee’s Employment is terminated for any reason, other than due to death or Disability during the Performance Period, any non-vested Performance Stock Units at the time of such termination shall automatically expire and terminate and no further vesting shall occur after the termination of Employment date. In such event, the Grantee will receive no payment for unvested Performance Stock Units.

become 100% vested on such date at the 1.0 multiplier award level. For purposes of this Agreement, “Disability” means (i) a disability that entitles the Grantee to benefits under the Company’s long-term disability plan, as may be in effect from time to time, as determined by the plan administrator of the long-term disability plan or (ii) a disability whereby the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

(c)Change in Control. If there is a Change in Control of the Company (as defined in the Plan) during the Performance Period, then in the event of the Grantee’s Involuntary Termination Without Cause (as defined below) within two (2) years following the effective date of the Change in Control and during the same Performance Period, all the outstanding Performance Stock Units shall automatically become 100% vested on the Grantee’s termination of Employment date at the 1.0 multiplier award level.

(d)For purposes of this Agreement, “Involuntary Termination Without Cause” means the Employment of Grantee is involuntarily terminated by the Company (or by any successor to the Company) for any reason, including, without limitation, as the result of a Change in Control, except due to death, Disability or Cause; provided, that in the event of a dispute regarding whether Employment was terminated voluntarily or involuntarily, or with or without Cause, such dispute will be resolved by the Board, in good faith, in the exercise of its discretion.

5.Payment for Performance Stock Units. Payment for the vested Performance Stock Units subject to this Agreement shall be made to the Grantee as soon as practicable following the time such Performance Stock Units become vested in accordance with Section 3 or Section 4 prior to their expiration, but not earlier than thirty (30) days, and not later than ninety (90) days following the date of such vesting event. The number of Performance Stock Units that vest and are payable hereunder shall be determined by the Board, in its discretion, in accordance with the Payout Schedule in Section 3.

The number of Shares payable to the Grantee pursuant to this Agreement shall be an amount equal to the number of vested Performance Stock Units multiplied by the award multiplier for the level of achievement of the Performance Criterion determined in Section 3(d). The maximum payout for each Performance Stock Unit is two (2.0) Shares because the maximum award multiplier on the Payout Schedule is 2.0.

Any amount paid in respect of the vested Performance Stock Units shall be payable in Class A Common Stock Shares. Prior to any payments under this Agreement, the Board shall certify in writing, by resolution or otherwise, the amount to be paid in respect of the Performance Stock Units as a result of the achievement of the Performance Criterion.

Any Shares delivered to or on behalf of Grantee in respect of vested Performance Stock Units shall be subject to any further transfer or other restrictions as may be required by securities law or other applicable law, as determined by the Company.

6.Detrimental Conduct. In the event that the Board should determine, in its sole and absolute discretion, that, during Employment or within two (2) years following Employment termination for any reason, the Grantee engaged in Detrimental Conduct (as defined below), the Board may, in its sole and absolute discretion, if Shares have previously been transferred to the Grantee pursuant to Section 5 upon vesting of his Performance Stock Units, direct the Company to send a notice of recapture (a “Recapture Notice”) to such Grantee. Within ten (10) days after receiving a Recapture Notice from the Company, the Grantee will deliver to the Company either (i) the actual number of Shares that were transferred to the Grantee upon vesting of Performance Stock Units or (ii) a cash equivalent payment in an amount equal to the Fair Market Value of such Shares at the time when transferred to the Grantee, unless the Recapture Notice demands repayment of a lesser sum. All repayments hereunder shall be net of the taxes that were withheld by the Company when the Shares were originally transferred

to Grantee following vesting of the Performance Stock Units pursuant to Section 5. For purposes of this Agreement, a Grantee has committed “Detrimental Conduct” if the Grantee (a) violated a confidentiality, non-solicitation, non-competition or similar restrictive covenant between the Company or one of its Affiliates and such Grantee, including violation of a Company policy relating to such matters, or (b) engaged in willful fraud that causes harm to the Company or one of its Affiliates or that is intended to manipulate the performance results of any Incentive Award, including, without limitation, any material breach of fiduciary duty, embezzlement or similar conduct that results in a restatement of the Company’s financial statements.

7.Grantee’s Representations. Notwithstanding any provision hereof to the contrary, the Grantee hereby agrees and represents that Grantee will not acquire any Shares, and that the Company will not be obligated to issue any Shares to the Grantee hereunder, if the issuance of such Shares constitutes a violation by the Grantee or the Company of any law or regulation of any governmental authority. Any determination in this regard that is made by the Board, in good faith, shall be final and binding. The rights and obligations of the Company and the Grantee are subject to all applicable laws and regulations.

8.Tax Withholding. To the extent that the receipt of the payment of Shares hereunder results in compensation income to Grantee for federal, state or local income tax purposes, Grantee shall deliver to Company at such time the sum that the Company requires to meet its tax withholding obligations under applicable law or regulation, and, if Grantee fails to do so, Company is authorized to (a) withhold from any cash or other remuneration (including any Shares), then or thereafter payable to Grantee, any tax required to be withheld; or (b) sell such number of Shares as is appropriate to satisfy such tax withholding requirements before transferring the resulting net number of Shares to Grantee in satisfaction of its obligations under this Agreement.

9.Independent Legal and Tax Advice. The Grantee acknowledges that (a) the Company is not providing any legal or tax advice to Grantee, and (b) the Company has advised the Grantee to obtain independent legal and tax advice regarding this Agreement and any payment hereunder.

10.No Rights in Shares. The Grantee shall have no rights as a stockholder in respect of any Shares, unless and until the Grantee becomes the record holder of such Shares on the Company’s records.

11.Conflicts with Plan, Correction of Errors, and Grantee’s Consent. In the event that any provision of this Agreement conflicts in any way with a provision of the Plan, such provisions shall be reconciled, or such discrepancy shall be resolved, by the Board in the exercise of its discretion. In the event that, due to administrative error, this Agreement does not accurately reflect the Performance Stock Units properly granted to the Grantee, the Board reserves the right to cancel any erroneous document and, if appropriate, to replace the cancelled document with a corrected document. All determinations and computations under this Agreement shall be made by the Board (or its authorized delegate or a duly authorize committee of the Board) in its discretion as exercised in good faith.

This Agreement and any award of Performance Stock Units or payment hereunder are intended to comply with or be exempt from Section 409A of the Internal Revenue Code and shall be interpreted accordingly. Accordingly, Grantee consents to such amendment of this Agreement as the Board may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available, to Grantee a copy of any such amendment.

12.Miscellaneous.

(a)No Fractional Shares. All provisions of this Agreement concern whole Shares. If the application of any provision hereunder would yield a fractional Share, such fractional Share shall be rounded down to the next whole Share if it is less than 0.5 and rounded up to the next whole Share if it is 0.5 or more.

(b)Transferability of Performance Stock Units. The Performance Stock Units are transferable only to the extent permitted under the Plan at the time of transfer (i) by will or by the laws of descent and distribution, or (ii) by a domestic relations order in such form as is acceptable to the Company. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, obligations or torts of the Grantee or any permitted transferee thereof.

(c)Not an Employment Agreement. This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to create any Employment relationship between Grantee and the Company for any time period. The Employment of Grantee with the Company shall be subject to termination to the same extent as if this Agreement did not exist.

(d)Notices. Any notice, instruction, authorization, request or demand required hereunder shall be in writing, and shall be delivered either by personal in-hand delivery, by telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at its then current main corporate address, and to Grantee at the address indicated on the Company’s records, or at such other address and number as a party has last previously designated by written notice given to the other party in the manner hereinabove set forth. Notices shall be deemed given when received, if sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by facsimile means); and when delivered and receipted for (or upon the date of attempted delivery where delivery is refused), if hand-delivered, sent by courier or delivery service, or sent by certified or registered mail, return receipt requested.

(e)Amendment, Termination and Waiver. This Agreement may be amended, modified, terminated or superseded only by written instrument executed by or on behalf of the Grantee and the Company (by action of the Board, its delegate or a duly authorized committee of the Board). Any waiver of the terms or conditions hereof shall be made only by a written instrument executed and delivered by the party waiving compliance. Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized executive officer of the Company other than Grantee. The failure of any party at any time or times to require performance of any provisions hereof shall in no manner affect the right to enforce the same. No waiver by any party of any term or condition herein, or the breach thereof, in one or more instances shall be deemed to be, or construed as, a further or continuing waiver of any such condition or breach or a waiver of any other condition or the breach of any other term or condition.

(f)No Guarantee of Tax or Other Consequences. The Company makes no commitment or guarantee that any tax treatment will apply or be available to the Grantee or any other person. The Grantee has been advised, and provided with ample opportunity, to obtain independent legal and tax advice regarding this Agreement.

(g)Governing Law and Severability. This Agreement shall be governed by the laws of the State of Texas without regard to its conflicts of law provisions, except as preempted by controlling federal law. The invalidity of any provision of this Agreement shall not affect any other provision hereof or of the Plan, which shall remain in full force and effect.

(h)Successors and Assigns. This Agreement shall bind, be enforceable by, and inure to the benefit of, the Company and Grantee and any permitted successors and assigns under the Plan.

[Signature page follows.]

IN WITNESS WHEREOF, this Agreement is hereby approved and executed as of the date first written above.

RANGER ENERGY SERVICES, INC.
		April 8, 2022
---	---	---
Name:	Stuart N. Bodden	Date of Signature
Title:	President and Chief Executive Officer
		April 8, 2022
Name:	[●]	Date of Signature
Title:	[●]

EXHIBIT A

Performance Criterion and Peer Companies

RTSR. RTSR is the Performance Criterion applicable to 50% of the Performance Stock Units and is determined by dividing (1) the sum of (a) the cumulative amount of the dividends of the Company or the Peer Company, as applicable, for the applicable period assuming same-day reinvestment into the corporation’s common stock on the ex-dividend date and (b) the VWAP of such corporation’s shares for the last 30 consecutive trading days immediately preceding the end of the applicable period minus the VWAP of such corporation’s shares for the first 30 consecutive trading days immediately following the beginning of the applicable period, by (2) the VWAP of such corporation’s shares for the first 30 consecutive trading days immediately following the beginning of the applicable period. The RTSR for each Peer Company in the Peer Group will be calculated over the applicable period, and then compared with the identical calculation for the Company. The Company’s RTSR is a Performance Criterion that is compared to each Peer Company’s RTSR for the applicable period.

2. Absolute TSR. Absolute TSR is the Performance Criterion applicable to the balance of the Performance Stock Units and is determined by subtracting the VWAP of the Company’s shares for the first 30 consecutive trading days immediately following the beginning of the applicable period from the VWAP of the Company’s shares for the last 30 consecutive trading days immediately preceding the end of the applicable period. This difference will then be divided by the VWAP of the Company’s shares for the first 30 consecutive trading days immediately following the beginning of the applicable period and multiplied by 100 to determine the Absolute TSR as a percent of growth in the stock price over the applicable period. The Company’s Absolute TSR is a Performance Criterion that will not be compared to similar Peer Company performance over the applicable period.

Peer Companies and Peer Group. The following Peer Companies comprise the Peer Group to which the Company’s RTSR performance will be compared for the Performance Period:

1.	DRQ	Dril-Quip, Inc.
2.	PUMP	ProPetro Holding Corp
3.	KLXE	KLX Energy Services Holdings, Inc.
4.	TUSK	Mammoth Energy Services, Inc.
5.	NINE	Nine Energy Services Holdings, Inc
6.	NR	Newpark Resources, Inc.
7.	RES	RPC, Inc.
8.	WTTR	Select Energy Services, Inc.
9.	SOI	Solaris Oilfield Infrastructure, Inc.
10.	OIS	Oil States International, Inc

Document

Exhibit 10.3

RANGER ENERGY SERVICES, INC.

PERFORMANCE STOCK UNIT AWARD INCENTIVE AGREEMENT

WHEREAS, Grantee desires to be the holder of a Performance-Based Stock-Based Award subject to the terms and conditions of this Agreement and the Plan;

2.Transfer Restrictions. Grantee shall not sell, assign, transfer, exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose of (collectively, “Transfer”) any Performance Stock Units granted hereunder. Any purported Transfer of Performance Stock Units in breach of this Agreement shall be void and ineffective, and shall not operate to Transfer any interest or title to the purported transferee.

3.Vesting of Performance Stock Units.

(b)RTSR. The first Performance Criterion is the Company’s Relative Total Shareholder Return (“RTSR”) as defined in Exhibit A to this Agreement (the “RTSR Criterion”). The Company’s RTSR is compared to the RTSR of each of the peer group companies, as listed on Exhibit A to this Agreement (each a “Peer Company” and as a group, the “Peer Group”), as of the end of each calendar year within the Performance Period to determine where the Company ranks when compared to the Peer Group. The RTSR Criterion is one-hundred percent (100%) of the total weighting for fifty percent (50%) of the Performance Stock Units awarded under this Agreement.

(c)Absolute RNGR Stock Price. The second Performance Criterion is the Absolute Total Shareholder Return (the “Absolute TSR”) as defined in Exhibit A to this Agreement (the “Absolute TSR Criterion”). The Company’s Absolute TSR will be measured from a base stock price of fourteen dollars and fifty cents per share ($14.50 per share, the “Base Price”), and such Base Price will be compared with the volume weighted average price (the “VWAP”) of the Company’s shares for the 30 consecutive trading days immediately preceding the last day of trading during the Performance Period to determine the payout. The Absolute TSR Criterion is one-hundred percent (100%) of the total weighting for fifty percent (50%) of the Performance Stock Units awarded under this Agreement.

Relative TSR Performance
Relative TSR Performance Rank	Percentile<br><br>Ranking	Award<br><br>Payout	Payout vs.<br><br>Target
1	100%	Maximum	200%
2	90%		180%
3	80%		160%
4	70%	Stretch	140%
5	60%		120%
6	50%	Target	100%
7	40%		75%
8	30%	Threshold	50%
9	20%		0%
10	10%		0%
11	0%		0%

Should the stock price fall to $12.33 per share or less (a price that is 15% below the stock price of $14.50 per share, which is the price authorized by the Board), then the maximum payout available is the Target Level of 100%, regardless of relative rank.

Absolute TSR
Stock Price Growth	Award Payout	Payout vs. Target
75%	Maximum	200%
69%		175%
63%		150%
56%		125%
50%	Target	100%
37%		75%
23%		50%
10%	Threshold	25%

(b)Disability or Death. Upon termination of Grantee’s Employment as the result of Grantee’s Disability (as defined below) or death during the Performance Period, then all of the outstanding Performance Stock Units shall become 100% vested on such date at the 1.0 multiplier award level. For purposes of this Agreement, “Disability”

means (i) a disability that entitles the Grantee to benefits under the Company’s long-term disability plan, as may be in effect from time to time, as determined by the plan administrator of the long-term disability plan or (ii) a disability whereby the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

has committed “Detrimental Conduct” if the Grantee (a) violated a confidentiality, non-solicitation, non-competition or similar restrictive covenant between the Company or one of its Affiliates and such Grantee, including violation of a Company policy relating to such matters, or (b) engaged in willful fraud that causes harm to the Company or one of its Affiliates or that is intended to manipulate the performance results of any Incentive Award, including, without limitation, any material breach of fiduciary duty, embezzlement or similar conduct that results in a restatement of the Company’s financial statements.

10.No Rights in Shares. The Grantee shall have no rights as a stockholder in respect of any Shares, unless and until the Grantee becomes the record holder of such Shares on the Company’s records.

12.Miscellaneous.

relations order in such form as is acceptable to the Company. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, obligations or torts of the Grantee or any permitted transferee thereof.

(h)Successors and Assigns. This Agreement shall bind, be enforceable by, and inure to the benefit of, the Company and Grantee and any permitted successors and assigns under the Plan.

[Signature page follows.]

IN WITNESS WHEREOF, this Agreement is hereby approved and executed as of the date first written above.

RANGER ENERGY SERVICES, INC.
		April 8, 2022
---	---	---
Name:	Stuart N. Bodden	Date of Signature
Title:	President and Chief Executive Officer
		April 8, 2022
Name:	[●]	Date of Signature
Title:	[●]

EXHIBIT A

Performance Criterion and Peer Companies

RTSR. RTSR is the Performance Criterion applicable to 50% of the Performance Stock Units and is determined by dividing (1) the sum of (a) the cumulative amount of the dividends of the Company or the Peer Company, as applicable, for the applicable period assuming same-day reinvestment into the corporation’s common stock on the ex-dividend date and (b) the VWAP of such corporation’s shares for the 30 consecutive trading days immediately preceding the end of the applicable period minus the share price at the beginning of the applicable period, by (2) the share price at the beginning of the applicable period. The RTSR for each Peer Company in the Peer Group will be calculated over the applicable period, and then compared with the identical calculation for the Company. The Company’s RTSR is a Performance Criterion that is compared to each Peer Company’s RTSR for the applicable period.

2. Absolute TSR. Absolute TSR is the Performance Criterion applicable to the balance of the Performance Stock Units and is determined by subtracting the Base Price of $14.50 per share from the VWAP of the Company’s shares for the 30 consecutive trading days immediately preceding the last day of trading during the applicable period. This difference will then be divided by the Base Price of $14.50 per share and multiplied by 100 to determine the Absolute TSR as a percent of growth in the stock price over the applicable period. The Company’s Absolute TSR is a Performance Criterion that will not be compared to similar Peer Company performance over the applicable period.

Peer Companies and Peer Group. The following Peer Companies comprise the Peer Group to which the Company’s RTSR performance will be compared for the Performance Period:

1.	DRQ	Dril-Quip, Inc.
2.	PUMP	ProPetro Holding Corp
3.	KLXE	KLX Energy Services Holdings, Inc.
4.	TUSK	Mammoth Energy Services, Inc.
5.	NINE	Nine Energy Services Holdings, Inc
6.	NR	Newpark Resources, Inc.
7.	RES	RPC, Inc.
8.	WTTR	Select Energy Services, Inc.
9.	SOI	Solaris Oilfield Infrastructure, Inc.
10.	OIS	Oil States International, Inc

Document

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stuart N. Bodden, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Ranger Energy Services, Inc.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated:	May 5, 2023
		/s/ Stuart N. Bodden
		Stuart N. Bodden
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Melissa Cougle, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Ranger Energy Services, Inc.

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated:	May 5, 2023
		/s/ Melissa Cougle
		Melissa Cougle
		Chief Financial Officer
		(Principal Financial Officer)

Document

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

UNDER SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of Ranger Energy Services, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stuart N. Bodden, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	May 5, 2023
		/s/ Stuart N. Bodden
		Stuart N. Bodden
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

Document

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

UNDER SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of Ranger Energy Services, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Melissa Cougle, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	May 5, 2023
		/s/ Melissa Cougle
		Melissa Cougle
		Chief Financial Officer
		(Principal Financial Officer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2023

☐ 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.

10350 Richmond, Suite 550

Houston, Texas 77042

(713) 935-8900

RANGER ENERGY SERVICES, INC.

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

RANGER ENERGY SERVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

RANGER ENERGY SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

RANGER ENERGY SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

RANGER ENERGY SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

RANGER ENERGY SERVICES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Recently Issued Accounting Standards

Operating Leases

Finance Leases

Revolving Credit Facility

M&E Term Loan Facility

Term Loan B

Restricted Stock Awards

Performance Stock Units

Operating Activities

Investing Activities

Financing Activities

Supplemental Disclosures

Revolving Credit Facility

M&E Term Loan Facility

Term Loan B

SIGNATURES