Equity | Note 10 — Equity Equity-Based Compensation In 2017, the Company adopted the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan (the “2017 Plan”). The Company has granted shares of restricted stock (“restricted shares” or “RSAs”), restricted stock units (“restricted units” or “RSUs”), restricted cash units (“RCUs”), 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 nine months ended September 30, 2024, the Company granted approximately 376,800 RSAs, with an approximated aggregate value of $3.9 million. During the nine months ended September 30, 2023, the Company granted approximately 436,200 RSAs, with an approximated aggregate value of $4.7 million. As of September 30, 2024, there was an aggregate $5.2 million of unrecognized expense related to restricted shares issued which is expected to be recognized over a weighted average period of 1.9 years. Restricted Stock Units The Company has granted RSUs to certain non-employee directors, which cliff vests on the first anniversary date of the grant. During the nine months ended September 30, 2024, the Company granted approximately 47,300 RSUs, with an approximated aggregate value of $0.5 million. As of September 30, 2024, there was an aggregate $0.4 million of unrecognized expense related to restricted shares issued which is expected to be recognized over a weighted average period of 0.8 years. Restricted Cash Units The Company has granted RCUs to certain non-employee directors, which cliff vests on the first anniversary date of the grant. During the nine months ended September 30, 2024, the Company granted approximately 16,400. RCUs, which are cash-settled with the value of each vested RCU equal to the closing price per share of our Common Stock on the vesting date. The Compnay determined that RCUs are in-substance liabilities accounted for as liability instruments in accordance with ASC 718, Compensation—Stock Compensation , due to this cash settlement feature. RCUs are remeasured based on the closing price per share of the Company’s Common Stock at the end of each reporting period. As of September 30, 2024, the liability associated with unvested RCUs was $0.1 million, which is included in Accrued expenses in the Condensed Consolidated Balance Sheets. Performance Stock Units The performance criteria applicable to performance stock units that have been granted by the Company are based on relative total shareholder return, which measures the Company’s total shareholder return as compared to the total shareholder return of a designated peer group, and absolute total shareholder return. Generally, the performance stock units are subject to an approximated three-year performance period. During the nine months ended September 30, 2024, the Company granted approximately 123,600 target shares of market-based performance stock units, of which 61,800 were granted at a relative grant date fair value of approximately $14.13 per share and 61,800 were granted at an absolute grant date fair value of approximately $11.35 per share. Additionally, the Company granted approximately 62,000 target shares of market-based performance stock units with a specified floor price per share, of which 31,000 were granted a relative grant date fair value of approximately $9.57 and 31,000 were granted at an absolute grant date fair value of approximately $10.54 per share. During the nine months ended September 30, 2023, the Company granted approximately 110,400 target shares of market-based performance stock units, of which 55,200 were granted at a relative grant date fair value of approximately $15.71 per share and 55,200 were granted at an absolute grant date fair value of approximately $13.12 per share. Additionally, the Company granted approximately 55,200 target shares of market-based performance stock units with a specified floor price per share, of which 27,600 were granted a relative grant date fair value of approximately $15.22 and 27,600 were granted at an absolute grant date fair value of approximately $10.85 per share. Shares granted during the nine months ended September 30, 2024 are expected to vest (if at all) following the completion of the applicable performance period on December 31, 2026. As of September 30, 2024, there was an aggregate $2.9 million of unrecognized compensation cost related to performance stock units which are expected to be recognized over a weighted average period of 1.5 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. On March 4, 2024, the Company announced that its Board of Directors approved an additional share repurchase program authorization of $50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value. Share repurchases may take place in any transaction form as allowable by the SEC. Approval of the program by the Board of Directors of the Company is specific for the next 36 months allowing the Company to utilize the expanded $50 million of approved capacity through March 4, 2027. During the three and nine months ended September 30, 2024, the Company repurchased 155,200 and 1,520,300 shares, respectively, of the Company’s Class A Common Stock for an aggregate $1.7 million and $15.5 million, net of tax on the open market. As of September 30, 2024, an aggregate of 3,325,800 shares of Class A Common Stock were purchased for a total of $34.5 million, net of tax since the inception of the repurchase plan announced on March 7, 2023. The Company has accrued stock repurchase excise tax of $0.2 million for the nine months ended September 30, 2024. Dividends In 2023, the Board of Directors approved the initiation of a quarterly dividend of $0.05 per share. The Company paid dividend distributions totaling $1.1 million and $1.2 million to shareholders for the three months ended September 30, 2024 and 2023, respectively and $3.4 million and $1.2 million to all shareholders in the nine months ended September 30, 2024 and 2023, respectively. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval. 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. As of June 30, 2024, the Company failed to maintain the specified minimum level of purchases, resulting in a forfeiture event. The Company elected not to cure the forfeiture event leading to a reduction in the ownership percentage to 15%. During the third quarter of 2024, the Company continued to fall below the minimum level of purchases required, which may result in the cancellation of the warrant.. The value of the warrant by the Company remains negligible as of September 30, 2024. The Company finalized the purchase price allocation in the fourth quarter of 2021. |