Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 21, 2018 | Jun. 30, 2017 | |
Entity Registrant Name | Ranger Energy Services, Inc. | ||
Entity Central Index Key | 1,699,039 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 0 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Class A Common Stock | |||
Entity Common Stock, Shares Outstanding | 8,413,178 | ||
Class B Common Stock | |||
Entity Common Stock, Shares Outstanding | 6,866,154 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 5.3 | $ 1.6 |
Restricted cash | 1.8 | |
Accounts receivable, net | 32.1 | 13.4 |
Unbilled revenues | 6 | 1.2 |
Prepaid expenses and other current assets | 5.7 | 1.4 |
Assets held for sale | 0.6 | 2.9 |
Total current assets | 49.7 | 22.3 |
Property, plant and equipment, net | 189.2 | 102.4 |
Goodwill | 9 | 1.6 |
Intangible assets, net | 10.8 | 9.2 |
Other assets | 1 | 0.2 |
Total assets | 259.7 | 135.7 |
Current liabilities | ||
Accounts payable | 32 | 4.7 |
Accounts payable - related party | 2.4 | |
Accrued expenses | 11.6 | 2 |
Capital lease obligations, current portion | 8 | 0.5 |
Long-term debt, current portion | 1.3 | 2.3 |
Total current liabilities | 52.9 | 11.9 |
Capital lease obligations, less current portion | 1.5 | 0.3 |
Long-term debt, less current portion | 5.8 | 9.8 |
Other long-term liabilities | 3.8 | 1.1 |
Total liabilities | 64 | 23.1 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity / net parent investment | ||
Preferred stock, $0.01 per share; 50,000,000 shares authorized, no shares issued or outstanding as of December 31, 2017; no shares authorized or issued as December 31, 2016 | ||
Accumulated deficit | (6.6) | |
Additional paid-in capital | 110.1 | |
Total stockholders' equity | 103.7 | |
Non-controlling interest | 92 | |
Net parent investment | 112.6 | |
Total stockholders' equity/net parent investment | 195.7 | 112.6 |
Total liabilities and stockholders' equity/net parent investment | 259.7 | $ 135.7 |
Class A Common Stock | ||
Stockholders' equity / net parent investment | ||
Common stock | 0.1 | |
Class B Common Stock | ||
Stockholders' equity / net parent investment | ||
Common stock | $ 0.1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par value (in dollars per share) | $ 0.01 | |
Preferred stock, shares authorized | 50,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | |
Common Stock | Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, shares authorized | 100,000,000 | 0 |
Common stock, shares issued | 8,413,178 | 0 |
Common stock, shares outstanding | 8,413,178 | |
Common Stock | Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, shares authorized | 100,000,000 | 0 |
Common stock, shares issued | 6,866,154 | 0 |
Common stock, shares outstanding | 6,866,154 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | |||
Total revenues | $ 154 | $ 52.8 | $ 21.2 |
Cost of services (exclusive of depreciation and amortization shown separately): | |||
Total cost of services | 126.4 | 39.3 | 16.1 |
General and administrative | 30.4 | 11.4 | 7.8 |
Depreciation and amortization | 17.8 | 6.6 | 2.1 |
Impairment of goodwill | 0 | 0 | 1.6 |
Total operating expenses | 174.6 | 57.3 | 27.6 |
Operating loss | (20.6) | (4.5) | (6.4) |
Other expenses | |||
Interest expense, net | (6.3) | (0.5) | (0.3) |
Total other expenses | (6.3) | (0.5) | (0.3) |
Loss before income tax expense | (26.9) | (5) | (6.7) |
Tax expense | (0.4) | ||
Net loss | (27.3) | (5) | (6.7) |
Less: Net loss attributable to the Predecessor | (15.2) | (5) | (6.7) |
Less: Net loss attributable to non-controlling interests | (5.5) | ||
Net loss attributable to Ranger Energy Services, Inc. | $ (6.6) | ||
Loss per common share | |||
Basic (in dollars per share) | $ (0.78) | ||
Diluted (in dollars per share) | $ (0.78) | ||
Weighted average common shares outstanding | |||
Basic (in shares) | 8,413,178 | ||
Diluted (in shares) | 8,413,178 | ||
Well Services | |||
Revenues | |||
Total revenues | $ 145.7 | 46.3 | 9.7 |
Cost of services (exclusive of depreciation and amortization shown separately): | |||
Total cost of services | 123.2 | 36.7 | 8.2 |
Depreciation and amortization | 16.2 | 5.6 | 1.4 |
Operating loss | (10.5) | (4.1) | (3.4) |
Other expenses | |||
Interest expense, net | (1) | (0.4) | (0.1) |
Net loss | (11.9) | (4.5) | (3.6) |
Processing Solutions | |||
Revenues | |||
Total revenues | 8.3 | 6.5 | 11.5 |
Cost of services (exclusive of depreciation and amortization shown separately): | |||
Total cost of services | 3.2 | 2.6 | 7.9 |
Depreciation and amortization | 1.3 | 1 | 0.7 |
Impairment of goodwill | 1.6 | ||
Operating loss | 0.9 | (0.4) | (3) |
Other expenses | |||
Interest expense, net | (0.1) | (0.1) | (0.2) |
Net loss | $ 0.8 | $ (0.5) | $ (3.1) |
CONSOLIDATED STATEMENT OF EQUIT
CONSOLIDATED STATEMENT OF EQUITY - USD ($) $ in Millions | Parent | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interests | Net Parent Investment | Total |
Balance at the beginning of the period at Dec. 31, 2014 | $ 27.3 | $ 27.3 | ||||||
Contributions from parent | 19.6 | 19.6 | ||||||
Equity based compensation from parent | 0.1 | 0.1 | ||||||
Net loss | (6.7) | (6.7) | ||||||
Balance at the end of the period at Dec. 31, 2015 | 40.3 | 40.3 | ||||||
Contributions from parent | 31.1 | 31.1 | ||||||
Equity of parent issued for Bayou acquisition | 33 | 33 | ||||||
Contribution of Magna acquisition from parent | 12.7 | 12.7 | ||||||
Equity based compensation from parent | 0.5 | 0.5 | ||||||
Net loss | (5) | (5) | ||||||
Balance at the end of the period at Dec. 31, 2016 | 112.6 | 112.6 | ||||||
Balance at the end of the period (in shares) at Dec. 31, 2016 | 0 | 0 | ||||||
Contributions from parent | 4 | 4 | ||||||
Equity based compensation from parent | $ 0.4 | 0.8 | 1.2 | |||||
Net loss | $ (6.6) | $ (6.6) | (5.5) | (15.2) | (27.3) | |||
Proceeds from shares sold to public | 74.2 | $ 0.1 | $ 74.1 | 74.2 | ||||
Proceeds from shares sold to public (in shares) | 5,112,069 | |||||||
Underwriters fees and discounts | (4.2) | (4.2) | (4.2) | |||||
Proceeds from shares sold to related parties | 10.9 | 10.9 | 10.9 | |||||
Proceeds from shares sold to related parties (in shares) | 750,000 | |||||||
Costs of the Offering | (3.9) | (3.9) | (3.9) | |||||
Obligation to related party | (3) | (3) | (3) | |||||
Reorganization | 23.1 | $ 0.1 | 23 | 79.1 | $ (102.2) | |||
Reorganization (in shares) | 1,638,386 | 5,621,491 | ||||||
Shares issued for acquisition of ESCO | 5 | 5 | 5 | |||||
Shares issued for acquisition of ESCO (in shares) | 344,828 | |||||||
Shares issued to pay for related party debt | 8.2 | 8.2 | 18 | 26.2 | ||||
Shares issued to pay for related party debt (in shares) | 567,895 | 1,244,663 | ||||||
Balance at the end of the period at Dec. 31, 2017 | $ 103.7 | $ 0.1 | $ 0.1 | $ 110.1 | $ (6.6) | $ 92 | $ 195.7 | |
Balance at the end of the period (in shares) at Dec. 31, 2017 | 8,413,178 | 6,866,154 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities | |||
Net loss | $ (27.3) | $ (5) | $ (6.7) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 17.8 | 6.6 | 2.1 |
Bad debt expense | 0.3 | 0.6 | 0.7 |
Issuance of Class A and Class B Common Stock for settlement of interest on related party debt | 5.2 | ||
Equity based compensation | 1.2 | 0.5 | 0.1 |
Impairment of goodwill | 0 | 0 | 1.6 |
Loss on sale of property, plant and equipment | (0.1) | ||
Changes in operating assets and liabilities, net of effect of acquisitions | |||
Accounts receivable | (12.4) | (8.7) | (2.1) |
Unbilled revenue | (4.7) | (1.3) | |
Prepaid expenses and other current assets | (4) | 1.5 | 0.1 |
Other assets | (0.7) | 0.1 | |
Accounts payable | 2.6 | (1.2) | (1.6) |
Accounts payable - related party | (2.4) | 2.4 | |
Accrued expenses | 7.4 | (0.5) | 0.8 |
Other long-term liabilities | (0.3) | (0.3) | |
Net cash used in operating activities | (17.3) | (5.2) | (5.2) |
Cash Flows from Investing Activities | |||
Purchase of property, plant and equipment | (21.7) | (11.2) | (26) |
Sale of property, plant and equipment | 0.5 | 2.1 | 0.5 |
Acquisitions, net of cash received | (47.7) | (16.3) | |
Net cash used in investing activities | (68.9) | (25.4) | (25.5) |
Cash Flows from Financing Activities | |||
Payments on long-term debt | (12) | (2.6) | |
Borrowings on long-term debt | 0.1 | 4.5 | 10 |
Borrowings on related party debt | 21 | ||
Principal payments on capital lease obligations | (1.9) | (0.5) | (0.3) |
Proceeds from the Offering, net of underwriters' expense of $4.2 million | 80.8 | ||
Payments incurred for the Offering | (3.9) | ||
Contributions from parent | 4 | 34.1 | 19.6 |
Distributions to parent | (3) | ||
Restricted cash | 1.8 | (1.4) | (0.4) |
Net cash provided by financing activities | 89.9 | 31.1 | 28.9 |
Increase in Cash and Cash equivalents | 3.7 | 0.5 | (1.8) |
Cash and Cash Equivalents, Beginning of Year | 1.6 | 1.1 | 2.9 |
Cash and Cash Equivalents, End of Year | 5.3 | 1.6 | 1.1 |
Supplemental Cash Flows Information | |||
Interest paid | (0.5) | (0.5) | (0.3) |
Supplemental Disclosure of Noncash Investing and Financing Activity | |||
Non-cash capital expenditures | (24.5) | (1.6) | $ (0.8) |
Non-cash additions to fixed assets through capital lease financing | (10.7) | (0.3) | |
Contribution of Magna | 12.7 | ||
Equity issued for Bayou acquisition | $ (33) | ||
Issuance of Class A and Class B Common Stock for payment of related party debt | (21) | ||
Issuance of Class A Common Stock for acquisition | (5) | ||
Long-term obligation to related party | (3) | ||
Seller's Notes for payment for acquisition | $ (7) |
CONSOLIDATED STATEMENT OF CASH7
CONSOLIDATED STATEMENT OF CASH FLOWS (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
CONSOLIDATED STATEMENT OF CASH FLOWS | |
Underwriters' expense | $ 4.2 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2017 | |
Organization and Business Operations | |
Organization and Business Operations | RANGER ENERGY SERVICES, INC. NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS Organization Ranger Energy Services, LLC (“Ranger Services”) was, through Ranger Energy Holdings, LLC (“Ranger Holdings”), formed by CSL Capital Management, LLC (“CSL”) in June 2014 as a provider of high‑spec well service rigs and associated services. Torrent Energy Services, LLC (“Torrent Services” and together with Ranger Services, the “Predecessor Company”) was, through Torrent Energy Holdings, LLC (“Torrent Holdings”), acquired by CSL in September 2014 as a provider of proprietary, modular equipment for the processing of natural gas. In June 2016, CSL indirectly acquired substantially all of the assets of Magna Energy Services, LLC (“Magna”), a provider of well services and wireline services, which it contributed to Ranger Services in September 2016. In October 2016, Ranger Services acquired substantially all of the assets of Bayou Workover Services, LLC (“Bayou”), an owner and operator of high‑spec well service rigs. These consolidated financial statements included in this Annual Report (i) prior to August 16, 2017 include, the historical financial information of Ranger Services, Torrent Services, Magna and Bayou (collectively, our “Predecessor”), including, as applicable, the results of operations of Magna and Bayou for periods subsequent to their respective acquisitions, and (ii) subsequent to August 16, 2017, the historical information of Ranger Energy Services, Inc. (“Ranger” or the “Company”). Ranger was incorporated as a Delaware corporation in February 2017. In conjunction with Ranger’s initial public offering (the “Offering”) of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), which closed on August 16, 2017 and the corporate reorganization described below, Ranger is a holding company, the sole material assets of which 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 Services and Torrent Services, the subsidiaries through which it operates its assets. Through the consummation of the corporate reorganization, 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 and Torrent Services’ business and consolidates the financial results of Ranger Services and Torrent Services and their subsidiaries. On August 16, 2017, Ranger LLC acquired 49 high-spec well service rigs, certain ancillary equipment, and certain of its liabilities (the “ESCO Acquisition”). Business The Company is one of the largest providers of high‑spec well service rigs and associated services in the United States, with a focus on technically demanding unconventional horizontal well completion and production operations. The Company’s high‑spec well service rigs facilitate operations throughout the lifecycle of a well, including (i) well completion support, such as milling out composite plugs used during hydraulic fracturing; (ii) workover, including retrieval and replacement of existing production tubing; (iii) well maintenance, including replacement of downhole artificial lift components; and (iv) decommissioning, such as plugging and abandonment operations. The Company also provides rental equipment, including well control packages, hydraulic catwalks and other equipment that are often deployed with its well service rigs. In addition to its core well service rig operations, the Company offers a suite of complementary services, including wireline, snubbing, fluid management and well service-related equipment rentals. In addition, the Company owns and operates a fleet of proprietary, modular natural gas processing equipment that processes rich natural gas streams at the wellhead or central gathering points. The Company has operations in most of the active oil and natural gas basins in the United States, including the Permian Basin, the Denver‑Julesburg Basin, the Bakken Shale, the Eagle Ford Shale, the Haynesville Shale, the Gulf Coast and the SCOOP and STACK plays. Reorganization On August 10, 2017, Ranger Services, entered into a Master Reorganization Agreement (the “Master Reorganization Agreement”) with, among others, Ranger LLC, Ranger Holdings, Ranger Energy Holdings II, LLC, a Delaware limited liability company (“Ranger Holdings II”), Torrent Holdings, and Torrent Energy Holdings II, LLC, a Delaware limited liability company (“Torrent Holdings II” and, together with Ranger Holdings, Ranger Holdings II and Torrent Holdings, the “Existing Owners”). Subject to the terms and conditions set forth in the Master Reorganization Agreement, the parties thereto effected a series of restructuring transactions in connection with the Offering, as a result of which: (i) Ranger Holdings II and Torrent Holdings II contributed certain of the equity interests in Ranger Services and Torrent Services, respectively, to the Company in exchange for an aggregate of 1,638,386 shares of Class A Common Stock and an aggregate of $3.0 million to be paid to CSL Energy Holdings I, LLC, a Delaware limited liability company, and CSL Energy Holdings II, LLC, a Delaware limited liability company, on or prior to the 18-month anniversary of the consummation of the Offering in, at the Company’s option, cash, shares of Class A Common Stock (with such shares to be valued based on the greater of the initial public offering price of the Class A Common Stock in the Offering and a 30-day volume-weighted average price) or a combination thereof, and the Company contributed such equity interests to Ranger LLC in exchange for 1,638,386 units in Ranger LLC (“Ranger Units”); (ii) Ranger Holdings and Torrent Holdings contributed the remaining membership interests in the Predecessor Companies to Ranger LLC in exchange for 5,621,491 Ranger Units and 5,621,491 shares of the Company’s Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), which the Company initially issued and contributed to Ranger LLC; (iii) the Company contributed all of the net proceeds received by it in the Offering to Ranger LLC in exchange for 5,862,069 Ranger Units; (iv) Ranger LLC distributed to each of Ranger Holdings and Torrent Holdings one share of Class B Common Stock received pursuant to (ii) above for each Ranger Unit such Existing Owner held; and (v) as consideration for the termination of certain loan agreements, the Company issued 567,895 shares of Class A Common Stock (in connection with Ranger LLC which issued 567,895 Ranger Units to the Company) and Ranger LLC issued an aggregate of 1,244,663 Ranger Units (and distributed a corresponding number of shares of Class B Common Stock) to the lenders thereof. Initial Public Offering On August 16, 2017, the Company completed the Offering of 5,862,069 shares of its Class A Common Stock. The gross proceeds of the Offering to the Company, based on a public offering price of $14.50 per share, were $85.0 million, which resulted in net proceeds to the Company of $80.8 million, after deducting $4.2 million of underwriting discounts and commissions. The Company received net proceeds of approximately $20.7 million after it paid off the remainder of its long term debt of $10.4 million, funded $45.2 million for the cash portion of the ESCO Acquisition, $3.9 million of costs incurred due to the Offering and $0.7 million for cash bonuses to certain employees. The Company’s Class A Common Stock has voting rights one vote per one share held on record for all matters to be voted upon by the shareholders. The Class A Common Stock is entitled to ratably receive dividends when and if declared by the board of directors. The Class A Common Stock upon dissolution, distribution of assets or other winding up is entitled to receive ratably the assets available for distribution to shareholders after payment of liability and liquidation preference of any outstanding shares of preferred stock. The Company’s Class B Common Stock has voting rights one vote per one share held on record for all matters to be voted upon by the shareholders. The Class B Common Stock has no rights to receive dividends, liquidation rights or any other economic interests. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In the opinion of management, all material adjustments, which are of a normal and recurring nature, necessary for the fair presentation of the financial results for all periods presented have been reflected. All intercompany balances and transactions have been eliminated. Investments in which the Company exercises control are consolidated, and the noncontrolling interests of such investments, which are not attributable directly or indirectly to the Company, are presented as a separate component of net income and equity in the accompanying consolidated financial statements. Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with 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 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: • • • • • Cash and Cash Equivalents All highly liquid investments with an original maturity of three months or less are considered cash equivalents. The Company maintains its cash accounts in financial institutions that are insured by the Federal Deposit Insurance Corporation. Cash balances from time to time may exceed the insured amounts; however the Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risks on such accounts. Accounts Receivable Accounts receivable, net are stated at the amount management expects to collect from outstanding balances. The Company reviews a customer’s credit history before extending credit. Generally, the Company does not require collateral from its customers. The allowance for doubtful accounts is established as losses are estimated to have occurred through a provision for bad debts charged to earnings. Losses are charged against the allowance when management believes the uncollectibility of a receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for doubtful accounts is evaluated on a regular basis by management and based on past experience and other factors, which, in management’s judgment, deserve current recognition in estimating possible bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions. The allowance for doubtful accounts was $1.3 million and $1.1 million for the years ended December 31, 2017 and 2016, respectively. Bad debt expense recorded for the years ended December 31, 2017, 2016 and 2015 was $0.3 million, $0.6 million and $0.7 million, respectively. Property, Plant and Equipment Property, plant and equipment is stated at cost or estimated fair market value at the acquisition date less accumulated depreciation. Depreciation is charged to expense on the straight‑line basis over the estimated useful life of each asset. Expenditures for major renewals and betterments are capitalized while expenditures for maintenance and repairs are charged to expenses as incurred. Assets under capital lease obligations and leasehold improvements are amortized over the shorter of the lease term or their respective estimated useful lives. Depreciation does not begin until property, plant and equipment is placed in service. Once placed in service, depreciation on property and equipment continues while being repaired, refurbished or between periods of deployment. Long‑lived Asset Impairment The Company evaluates the recoverability of the carrying value of long‑lived assets, including property, plant and equipment and intangible assets, whenever events or circumstances indicate the carrying amount may not be recoverable. If a long‑lived asset is tested for recoverability and the undiscounted estimated future cash flows expected to result from the use and eventual disposition of the asset is less than the carrying amount of the asset, the asset cost is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of a long‑lived asset exceeds its fair value. Goodwill Goodwill represents the excess of costs over the fair value of the net assets acquired in connection with a business combination. Goodwill is not amortized, but rather tested and assessed for impairment annually or more frequently if certain events or changes in circumstance indicate the carrying amount may exceed fair value. Before employing detailed impairment testing methodologies, the Company may first evaluate the likelihood of impairment by considering qualitative factors relevant to each reporting unit, such as macroeconomic, industry, market or any other factors that have a significant bearing on fair value. If the Company first utilizes a qualitative approach and determines that it is more likely than not that goodwill is impaired, detailed testing methodologies are then applied. Otherwise, the Company concludes that no impairment has occurred. Detailed impairment testing involves a two‑step process. First, the fair value of each reporting unit is compared to its carrying value to determine whether an indication of impairment exists. If impairment is indicated, the implied value of the reporting unit’s goodwill is determined by allocating the unit’s fair value to its assets and liabilities as if the reporting unit had been acquired in a business combination. The fair value of the reporting unit is typically determined through the use of a blended income and market approach. The impairment for goodwill is measured as the excess of its carrying value over its implied value. The Company did not recognize any impairment for the years ended December 31, 2017 and 2016; however it did recognize an impairment of $1.6 million for the year ended December 31, 2015. Intangible Assets Identified intangible assets with determinable lives consist of customer relationships and trade names (as described in Note 4, Acquisitions below). Customer relationships and trade names are amortized over their estimated useful lives. Assets Held for Sale During the year ended December 31, 2016, the Company decided to market and sell non‑core rental fleet assets. The units are classified as held for sale because they have been specifically identified, and management has a plan for their sale in their present condition to occur in the next year. The available for sale assets are recorded at the units’ carrying amount, which approximates fair value less costs to sell, and have been reclassified as current assets on our balance sheet, and are no longer depreciated. Fair Value Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The three‑tiered hierarchy is summarized as follows: Level 1—Quoted prices in active markets for identical assets and liabilities. Level 2—Other significant observable inputs. Level 3—Significant unobservable inputs. The Company’s financial instruments consist of cash and cash equivalents, trade receivables, trade payables, amounts receivable or payable to related parties, and long‑term debt. The carrying amount of cash and cash equivalents, trade receivables, and trade payables approximates fair value because of the short‑term nature of the instruments. The fair value of long‑term debt approximates its carrying value based on the borrowing rates currently available to the Company for bank loans with similar terms and maturities. In valuing certain assets and liabilities, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. For disclosure purposes, assets and liabilities are classified in the fair value hierarchy based on the lowest level of input that is significant to the overall fair value. The Company did not have any assets or liabilities that were measured at fair value on a recurring basis at December 31, 2017 and 2016. During 2015, the Company had non‑recurring fair value measurements related to the impairment of goodwill. The fair values were determined through the use of a blended market and income approach, which represent Level 3 measurements within the fair value hierarchy. During 2017 and 2016, the Company had non‑recurring fair value measurements related to the acquisition and purchase price allocations of ESCO, Magna and Bayou (see Note 4 – Acquisitions). The fair values were determined through the use of a blended income, market and cost approach, which represent Level 3 measurements within the fair value hierarchy. Revenue Recognition The Company generates revenue from multiple sources within its operating segments. Well Services —Well Services consists primarily of maintenance services, workover services, completion services and plugging and abandonment services. The Company recognizes revenue when services are performed, collection of the relevant receivables is probable, persuasive evidence of an arrangement exists and the price is fixed or determinable. The Company prices well servicing by the hour or by the day when services are performed. Well servicing is sold without warranty or right of return. Processing Solutions —Processing Solutions consists primarily of equipment rentals, operations and maintenance services and mobilization services. The Company recognizes revenue when services are performed, collection of the relevant receivables is probable, persuasive evidence of an arrangement exists and the price is fixed or determinable. Revenues from equipment leasing, operations and maintenance services are recognized as earned. These services are sold without warranty or right of return. Business Combinations The Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. Fair value is the price that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the assumptions of market participants and not those of the reporting entity. Therefore, entity‑specific intentions do not impact the measurement of fair value. Goodwill as of the acquisition date is measured and recognized as the excess of: (i) the aggregate of the fair value of the consideration transferred, the fair value of any non‑controlling interest in the acquiree and the acquisition date fair value of our previously held equity interests over (ii) the fair value of assets acquired and liabilities assumed. These fair values are accounted for at the date of acquisition and included in the consolidated balance sheets at December 31, 2017 and December 31, 2016. The results of operations of an acquired business is included in the statement of operations from the date of the acquisition. Income Taxes The Company provides for income tax expense based on the liability method of accounting for income taxes based on the authoritative accounting guidance. Deferred tax assets and liabilities are recorded based upon differences between the tax basis of assets and liabilities and their carrying values for financial reporting purposes, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The establishment of a valuation allowance requires significant judgment and is impacted by various estimates. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. Under GAAP, the valuation allowance is recorded to reduce the Company's deferred tax assets to an amount that is more likely than not to be realized and 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. The ultimate realization of the deferred tax assets depends on the generation of sufficient taxable income. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities and associated valuation allowances during the period. The impact of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority. The income tax provision reflects the full benefit of all positions that have been taken in the Company's income tax returns, except to the extent that such positions are uncertain and fall below the recognition requirements. In the event that the Company determines that a tax position meets the uncertainty criteria, an additional liability or benefit will result. The amount of unrecognized tax benefit requires management to make significant assumptions about the expected outcomes of certain tax positions included in filed or yet to be filed tax returns. At December 31, 2017 and 2016, the Company did not have any uncertain tax positions. The Company is subject to income taxes in the United States and in numerous state tax jurisdictions. The Company's tax filings for all periods are subject to audit by the federal and state taxing authorities in most jurisdictions where we conduct business. None of the Company's federal or state tax returns are currently under examination. These audits may result in assessments of additional taxes that are resolved with the authorities or through the courts. The Company records income tax related interest and penalties, if applicable, as a component of tax expense. However, there were no such amounts recognized in the consolidated statements of operations in 2017, 2016 and 2015. Equity-Based Compensation The financial statements reflect various equity-based compensation awards granted by Ranger and the Predecessor. These awards include profits interest awards, restricted stock, stock options, restricted units and phantom units. The Company recognizes compensation expense related to equity-based awards granted based on the estimated fair value of the awards on the date of grant. The fair value of the equity-based awards on the grant date is generally recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. Emerging Growth Company status The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company will remain an emerging growth company until the earlier of (1) the last day of its fiscal year (a) following the fifth anniversary of the completion of the Offering, (b) in which its total annual gross revenue of at least $1.07 billion, or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of its most recently completed second fiscal quarter, and (2) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. The Company has irrevocably opted out of the extended transition period and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014‑09, Revenue from Contracts with Customers as amended by 2015-14 which delayed it as 2014-09 was not effective as described based on the original issuance. ASU 2014‑09 supersedes existing revenue recognition requirements in GAAP and requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. Additionally, it requires expanded disclosures regarding the nature, amount, timing, and certainty of revenue and cash flows from contracts with customers. The ASU is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The amended guidance for revenue recognition will be adopted in the first quarter of 2018 using the modified retrospective method with the cumulative effect of the change recognized in retained earnings. The new guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers and replaces most of the existing revenue recognition standards in U.S. GAAP. A five step model will be utilized to achieve the core principle; (1) identify the customer contract, (2) identify the contract’s performance obligations, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations and (5) recognize revenue when or as a performance obligation is satisfied. The Company has completed its review of a representative sample of revenue contracts covering its material revenue streams that was designed to evaluate any potential changes in revenue recognition upon adoption of the new standard, and based on evaluations to-date, the implementation of the new standard will not have a material impact on the consolidated financial statements other than the additional disclosure requirements. The Company has also completed its review of the information technology and internal control changes that will be required to implement the new standard based on the results of its contract review process. The Company intends to adopt the new guidance on the effective date of January 1, 2018, and does not anticipate recording or disclosing any material transition adjustments upon adoption. In February 2016, the FASB issued ASU No. 2016‑02, Leases, amending the current accounting for leases. Under the new provisions, all lessees will report a right‑of‑use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (i) a financing lease or (ii) an operating lease. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, a sale will only be recognized if the criteria in the new revenue recognition standard are met. ASU 2016‑02 is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period, using a modified retrospective approach. Early adoption is permitted. The Company will adopt this standard on January 1, 2019 and is in the process of evaluating the effect of the standard on our consolidated financial statements. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments—Credit Losses . The amendments in ASU 2016‑13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU 2016‑13 amends the accounting for credit losses on available‑for‑sale debt securities and purchased financial assets with credit deterioration. The amendment is effective for public entities for Annual Reporting periods beginning after December 15, 2019, however early application is permitted for reporting periods beginning after December 15, 2018. The Company does not expect this to have a material impact its consolidated financial statements. In August 2016, the FASB issued ASU 2016‑15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments . ASU 2016‑15 reduces diversity in practice in how certain transactions are classified in the statement of cash flows. The guidance addresses specific cash flow issues for which current GAAP is either unclear or does not include specific guidance. ASU 2016‑15 is effective for annual and interim periods beginning after December 15, 2017. The Company does not expect any material impact to its consolidated financial statements of cash flows. In January 2017, the FASB issued ASU 2017‑04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . ASU 2017‑04 eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The ASU is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The ASU will be applied prospectively and will impact how we test goodwill for impairment. In January 2017, the FASB issued ASU 2017‑01, Business Combinations (Topic 805), Clarifying the Definition of a Business , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or business. ASU 2017‑01 is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2017 and should be applied prospectively. Early adoption is allowed for transactions that occurred before the issuance date or effective date of the amendments only when the transaction has not been reported in the financial statements previously issued. We currently do not expect that the adoption of this standard will have a material impact on our consolidated financial statements. Tax Reform On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was enacted into law. Among the significant changes made by the Act was the reduction of the federal income tax rate from 35% to 21%. US GAAP requires that the impact of the Tax Act be recognized in the period in which the law was enacted. Because of the change in tax rate, the Company recorded a $1.4 million reduction in the value of its deferred tax assets and liabilities. The reduction in value was fully offset by a corresponding change in valuation allowance. The net effect on total tax expense was zero. These provisional amounts are the Company's best estimates based on its current interpretation of the Tax Act and may change as the Company receives additional clarification of the Tax Act and or guidance on its implementation as part of its 2017 income tax compliance process. |
Immaterial Correction of an Err
Immaterial Correction of an Error | 12 Months Ended |
Dec. 31, 2017 | |
Immaterial Correction of an Error | |
Immaterial Correction of an Error | NOTE 3. IMMATERIAL CORRECTION OF AN ERROR The company recorded a $3.0 million liability and a reduction to additional paid-in capital on our balance sheet as of December 31, 2017. This amount represents a payable on or prior to the 18-month anniversary of the consummation of the Offering in, at the Company’s option, cash, shares of Class A Common Stock (with such shares to be valued based on the greater of the initial public offering price of the Class A Common Stock in the Offering and a 30-day volume-weighted average price) or a combination thereof. The Company incurred this liability in conjunction with the offering completed on August 16, 2017. The correction of this misstatement affected the previously reported third quarter financials. It had no impact on reported net loss or total assets; however it would have increased liabilities by $3.0 million and decreased equity by $3.0 million at September 30, 2017. The net impact of the correction of this out of period adjustment is to increase other long-term liabilities from $0.8 million to $3.8 million and to reduce additional paid-in capital from $113.1 million to $110.1 million. We analyzed the out of period adjustments under SEC staff guidance and determined that the impact was not material to previously issued financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Acquisitions | |
Acquisitions | NOTE 4. ACQUISITIONS Magna Acquisition On June 24, 2016, CSL indirectly acquired substantially all of the assets of Magna, a privately held oilfield services company that provides workover, plug and abandonment, fluid management and wireline services, for an aggregate purchase price of approximately $12.7 million to gain market share in the industry (the “Magna Acquisition”). Magna’s operations are focused primarily in Colorado, Wyoming and North Dakota. Ranger Services accounted for this acquisition as a business combination. No goodwill was recorded in conjunction with the Magna Acquisition as the total purchase consideration approximated the fair value of assets acquired and liabilities assumed. A summary of the fair value of the assets acquired and the liabilities assumed in connection with the Magna Acquisition is set forth below (in millions): Purchase price Cash paid by CSL $ 12.7 Total purchase price $ 12.7 Purchase price allocation Cash $ 1.2 Accounts receivable 3.0 Prepaid expenses and other 1.2 Property, plant and equipment 8.8 Tradename 0.1 Total assets acquired 14.3 Accounts payable (1.0) Accrued expenses (0.6) Total liabilities assumed (1.6) Allocated purchase price $ 12.7 On September 28, 2016, Magna was contributed to Ranger Services by CSL. As this was a transaction among entities under common control, the assets and liabilities were recorded at their historical carrying values from the date of the initial acquisition by CSL on June 24, 2016. The costs related to the transaction were $0.1 million and were expensed during 2016 and are included in the Company’s consolidated statements of operations for the year ended December 31, 2016. Bayou Acquisition On October 3, 2016, Ranger Services acquired Bayou, a privately held oilfield services company that provides workover, plug and abandonment and fluid management services, for an aggregate purchase price of approximately $50.5 million, which included an approximate 35% equity interest in Ranger Services (the “Bayou Acquisition”). Bayou’s operations are focused primarily in Colorado and North Dakota. Ranger accounted for this acquisition as a business combination. A summary of the fair value of the assets acquired and the liabilities assumed in connection with the Bayou Acquisition is set forth below (in millions): Purchase price Cash $ 17.5 Equity issued 33.0 Total purchase price $ 50.5 Purchase price allocation Prepaid expenses & other $ 0.5 Property, plant and equipment 40.0 Land 0.6 Building and site improvements 2.3 Customer relationships 9.3 Total assets acquired 52.7 Accounts payable (1.8) Accrued expenses (1.0) Other long‑term liabilities (1.0) Total liabilities assumed (3.8) Goodwill 1.6 Allocated purchase price $ 50.5 Goodwill represents trained and assembled workforce which does not meet the separability criterion. The costs related to the transaction were $0.4 million and were expensed during 2016 in the Company’s consolidated statements of operations for the year ended December 31, 2016. ESCO Acquisition In connection with the closing of our offering on August 16, 2017, the Company closed on the ESCO Acquisition for total consideration of $59.7 million, consisting of $47.7 million in cash, $7.0 million in secured seller notes and $5.0 million in shares of Ranger’s Class A Common Stock based on the initial public offering price of $14.50 per share. The ESCO Acquisition assets were primarily engaged in the completion, repair and workover of oil and gas wells for its customers. The ESCO Acquisition is being accounted for as a business combination. Goodwill is recorded in conjunction with the ESCO Acquisition as the total purchase consideration exceeds the approximated fair value of assets acquired and liabilities assumed. The following information below represents the preliminary purchase allocation related to the ESCO Acquisition (in millions): Purchase price Cash $ 47.7 Seller's notes 7.0 Equity issued 5.0 Total purchase price $ 59.7 Purchase price allocation Cash $ - Accounts receivable 6.6 Property, plant and equipment 45.9 Intangible assets 2.2 Other assets 0.3 Total assets acquired 55.0 Accounts payable (0.5) Accrued expenses (2.2) Total liabilities assumed (2.7) Goodwill 7.4 Allocated purchase price $ 59.7 Goodwill represents trained and assembled workforce which does not meet the separability criterion. The costs related to the transaction were $1.2 million and were expensed during 2017 in the Company's consolidated statements of operations for the year ended December 31, 2017. The following is supplemental pro-forma revenue, operating loss, and net loss had the Magna, Bayou and ESCO Acquisitions occurred as of January 1, 2015 (in millions): Year Ended December 31, 2017 2016 2015 Supplemental Pro Forma: Revenue $ 176.7 $ 132.8 $ 180.2 Operating Loss $ (22.6) $ (31.3) $ (58.1) Net Loss $ (29.5) $ (33.3) $ (62.2) The supplemental pro forma revenue, operating loss, and net loss are presented for informational purposes only and may not necessarily reflect the future results of operations of the Company or what the results of operations would have been had the Company owned and operated Magna, Bayou and the ESCO Acquisition assets since January 1, 2015. There are no material non-recurring adjustments included in these supplemental pro forma items. We reported revenue during the year ended December 31, 2017 that included $14.1 million generated from the assets acquired in connection with the ESCO Acquisition. We reported revenue during the year ended December 31, 2016 that included $28.4 million generated from the assets acquired in connection with the Magna and Bayou acquisitions. |
Assets Held For Sale
Assets Held For Sale | 12 Months Ended |
Dec. 31, 2017 | |
Assets Held For Sale | |
Assets Held For Sale | NOTE 5. ASSETS HELD FOR SALE During the year ended December 31, 2016, the Company decided to market and sell non‑core rental fleet assets. The units consisted of Mechanical Refrigerator Units (“MRUs”), stabilizers and wedge units, and were classified as held for sale due to the fact that they were specifically identified, and management has a plan for their sale in their present condition to occur in the next year. As of December 31, 2017, the Company moved the MRUs and stabilizers with a net book value of $2.3 million back into operating assets. The wedge units representing the remaining balance of $0.6 million are still classified as held for sale. The available for sale assets are recorded at the units’ carrying amount, which approximates fair value less costs to sell, and are no longer depreciated. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | NOTE 6. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment include the following (in millions): Estimated Useful Life December 31, December 31, (years) 2017 2016 Machinery and equipment 5 - 30 $ 3.7 $ 3.0 Vehicles 3 - 5 2.6 0.2 Mechanical refrigeration units 30 17.1 16.0 NGL storage tanks 15 4.3 4.3 Workover rigs 5 - 20 174.9 73.8 Other property, plant and equipment 3 - 30 12.0 13.8 Property, plant and equipment 214.6 111.1 Less: accumulated depreciation (25.4) (8.7) Property, plant and equipment, net $ 189.2 $ 102.4 Depreciation expense was $17.2 million, $6.5 million and $2.1 million for the years ended December 31, 2017, 2016, and 2015, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | NOTE 7. GOODWILL AND INTANGIBLE ASSETS Goodwill was $9.0 million and $1.6 million as of December 31, 2017 and 2016, respectively. During 2017, $7.4 million of goodwill was recognized in connection with the ESCO Acquisition. During 2016, $1.6 million of goodwill was recognized in connection with the Bayou Acquisition. The Company has $7.4 million of goodwill that is deductible for income tax purposes. Changes in the carrying amount of goodwill were as follows (in millions): Amount Balance, December 31, 2015 $ — Acquired 1.6 Impaired — Balance, December 31, 2016 1.6 Acquired 7.4 Impaired — Balance, December 31, 2017 $ 9.0 Definite lived intangible assets are comprised of the following (in millions): Estimated Useful Life December 31, December 31, (years) 2017 2016 Tradenames 3 $ 0.1 $ 0.1 Customer relationships 15 - 18 11.4 9.2 Less: accumulated amortization (0.7) (0.1) Intangible assets, net $ 10.8 $ 9.2 Amortization expense was $0.6 million, $0.1 million, and $0.0 million for the years ended December 31, 2017, 2016 and 2015, respectively. Amortization expense for the future periods is expected to be as follows (in millions): As of December 31, Amount 2018 $ 0.6 2019 0.6 2020 0.6 2021 0.6 2022 0.6 Thereafter 7.8 $ 10.8 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Expenses | |
Accrued Expenses | NOTE 8. ACCRUED EXPENSES Accrued expenses include the following (in millions): December 31, December 31, 2017 2016 Accrued payables $ 4.8 $ 1.2 Accrued payroll 2.9 0.1 Accrued taxes 1.4 0.7 Accrued insurance 2.5 — Accrued expenses $ 11.6 $ 2.0 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | NOTE 9. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets include the following (in millions): December 31, December 31, 2017 2016 Prepaid insurance $ 2.8 $ 0.3 Other current assets 2.9 1.1 Prepaid expenses and other current assets $ 5.7 $ 1.4 |
Capital Leases
Capital Leases | 12 Months Ended |
Dec. 31, 2017 | |
Capital Leases | |
Capital Leases | NOTE 10. CAPITAL LEASES The Company leases certain assets under capital leases which expire at various dates through 2020. The assets and liabilities under capital leases are recorded at the lower of present value of the minimum lease payments or the fair value of the assets. The assets are amortized over the shorter of the estimated useful lives or over the lease term. Amortization expense of assets under capital leases was $1.9 million, $0.5 million and $0.3 million for the years ended December 31, 2017, 2016, and 2015, respectively. In February 2017, the Company entered into a lease agreement for certain high‑specification rig equipment for use in its business operations. The lease is being accounted for as a capital lease, as the present value of minimum monthly lease payments, including the purchase option, exceeds 90 percent of the fair value of the leased property at inception of the lease. The lease term ends January 2018, and as such, the total obligation is current. Aggregate future minimum lease payments under capital leases are as follows (in millions): As of December 31, Total 2018 $ 8.3 2019 1.0 2020 0.7 2021 — Total future minimum lease payments 10.0 Less: amount representing interest (0.5) Present value of future minimum lease payments 9.5 Less: current portion of capital lease obligations (8.0) Total capital lease obligations, less current portion $ 1.5 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Long-Term Debt. | |
Long-Term Debt | NOTE 11. LONG‑TERM DEBT Long‑term debt consists of the following (in millions): December 31, December 31, 2017 2016 Term loans $ — $ 7.1 Other long-term debt 7.0 — Revolver 0.1 5.0 Current portion of long-term debt (1.3) (2.3) Long term-debt, less current portion $ 5.8 $ 9.8 Ranger Services had a $2.0 million revolving line of credit with Iberia Bank expiring on April 30, 2018 (the “Revolver”). On December 23, 2016, Ranger Services amended the Revolver to increase its size to $5.0 million. As of December 31, 2016, there was $5.0 million borrowed against the Revolver. The Revolver was secured by substantially all of Ranger Service’s assets (approximately $107.9 million of the Predecessor’s total assets as of December 31, 2016). As of December 31, 2017, the Company paid the remaining balances and the Revolver has been closed. Interest varied with the bank’s prime rate and the bank’s London Interbank Offered Rate (“LIBOR”). At December 31, 2016, the interest rate was 4.12%. In February 2015, as amended in March 2016, Torrent Services secured a $2.0 million senior credit facility with Texas Capital Bank consisting of a $2.0 million advancing term loan as defined by the note agreement. The note was secured by all of Torrent Services’ assets (approximately $27.8 million of the Predecessor’s total assets as of December 31, 2016. Interest varied with the bank’s prime rate and the bank’s LIBOR and was payable annual through maturity of the note). As of December 31, 2016, the interest rate was 5.75%. As of December 31, 2016, there was $0.7 million outstanding on the senior credit facility. As of December 31, 2017 the senior credit facility has no outstanding balance and has been subsequently closed. In March 2015, Torrent Services, through certain members of its management team as borrowers, secured a $0.6 million promissory note with Benchmark Bank. Interest varied with the bank’s prime rate. Initially, all principal and interest was due on the date of maturity of September 4, 2015, however, the terms were renegotiated and a restructured note and agreement was entered into in April 2016 with an interest rate of 4.5%. In April 2016 Torrent Services made a principal payment of $0.4 million on this promissory note, leaving a remaining balance of $0.2 million which was secured by a $0.2 million certificate of deposit. As of December 31, 2016, there was $0.2 million outstanding on the promissory note. The remaining principal balance was repaid in full on February 28, 2017. In April 2015, Ranger Services secured a $7.0 million promissory note with Iberia Bank. Interest varied with the bank’s prime rate and the bank’s LIBOR and was payable in 60 equal monthly installments, which commenced on May 1, 2016. As of December 31, 2016, the outstanding balance was $6.2 million. As of December 31, 2017, this promissory note had no outstanding balance and has been subsequently closed. In connection with the Offering and the ESCO Acquisition the Company issued $7.0 million of seller’s notes as partial consideration for the ESCO Acquisition. These notes include a note for $1.2 million due on August 16, 2018 and a note for $5.8 million due on February 16, 2019. Both of these notes bear interest at 5.0% payable quarterly until their respective maturity dates. On August 16, 2017, in connection with the Offering, Ranger entered into a $50.0 million senior revolving credit facility (the “Credit Facility”) by and among certain of Ranger’s subsidiaries, as borrowers, each of the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent (the “Administrative Agent”). The Credit Facility is subject to a borrowing base that is calculated by us based upon a percentage of the value of our eligible accounts receivable less certain reserves. The Credit Facility permits extensions of credit up to the lesser of $50.0 million and a borrowing base that is determined by calculating the amount equal to the sum of (i) 85% of the Eligible Accounts (as defined in the Credit Facility), less the amount, if any, of the Dilution Reserve (as defined in the Credit Facility), minus (ii) the aggregate amount of Reserves (as defined in the Credit Facility), if any, established by the Administrative Agent from time to time pursuant to the Credit Facility. The borrowing base is calculated on a monthly basis pursuant to a borrowing base certificate delivered by the Borrower to the Administrative Agent. The Company has approximately $21.9 million of borrowing capacity under the Credit Facility as of December 31, 2017. Borrowings under the Credit Facility bear interest, at the Company’s election, at either the (a) one-, two-, three- or six-month LIBOR or (b) the greatest of (i) the federal funds rate plus ½%, (ii) the one-month LIBOR plus 1% and (iii) the Administrative Agent’s prime rate (the “Base Rate”), in each case plus an applicable margin, and interest shall be payable monthly in arrears. The applicable margin for LIBOR loans ranges from 1.50% to 2.0% and the applicable margin for Base Rate loans ranges from 0.50% to 1.0%, in each case, depending on the Company’s average excess availability under the Credit Facility. The applicable margin for LIBOR loans are 1.50% and the applicable margin for Base Rate loans are 0.50% until August 31, 2018. During the continuance of a bankruptcy event of default, automatically and during the continuance of any other default, upon the Administrative Agent’s or the required lenders’ election, all outstanding amounts under the Credit Facility bears interest at 2.0% plus the otherwise applicable interest rate. The Credit Facility is scheduled to mature on August 16, 2022. In addition, the Credit Facility restricts the Company’s ability to make distributions on, or redeem or repurchase, our equity interests, except for certain distributions, including distributions of cash so long as, both at the time of the distribution and after giving effect to the distribution, no default exists under the Credit Facility and either (a) excess availability at all times during the preceding 90 consecutive days, on a pro forma basis and after giving effect to such distribution, is not less than the greater of (1) 22.5% of the lesser of (A) the maximum revolver amount and (B) the then-effective borrowing base and (2) $10.0 million or (b) if our fixed charge coverage ratio is at least 1.0x on a pro forma basis, excess availability at all times during the preceding 90 consecutive days, on a pro forma basis and after giving effect to such distribution, is not less than the greater of (1) 17.5% of the lesser of (A) the maximum revolver amount and (B) the then-effective borrowing base and (2) $7.0 million. If the foregoing threshold under clause (b) is met, the Company may not make such distributions (but may make certain other distributions, including under clause (a) above) prior to the earlier of the date that is (a) twelve (12) months from closing or (b) the date that the Company’s fixed charge coverage ratio is at least 1.0x for two consecutive quarters. The Credit Facility generally permits the Company to make distributions required under the Tax Receivable Agreement (as defined in Note 17), but a ‘‘Change of Control’’ under the Tax Receivable Agreement constitutes an event of default under the Credit Facility, and the Credit Facility does not permit the Company to make payments under the Tax Receivable Agreement upon acceleration of our obligations thereunder unless no event of default exists or would result therefrom and we have been in compliance with the fixed charge coverage ratio for the most recent 12-month period on a pro forma basis. The Credit Facility also requires the Company to maintain a fixed charge coverage ratio of at least 1.0x if the Company’s liquidity is less than $10.0 million until the Company’s liquidity is at least $10.0 million for thirty (30) consecutive days. The Company is not be subject to a fixed charge coverage ratio if it has no drawings under the Credit Facility and has at least $20.0 million of qualified cash. The Credit Facility contains events of default customary for facilities of this nature, including, but not limited, to: • events of default resulting from our failure or the failure of any guarantors to comply with covenants and financial ratios; • the occurrence of a change of control; • the institution of insolvency or similar proceedings against the Company or any guarantor; and • the occurrence of a default under any other material indebtedness the Company or any guarantor may have. Upon the occurrence and during the continuation of an event of default, subject to the terms and conditions of the Credit Facility, the lenders are able to declare any outstanding principal of the Credit Facility debt, together with accrued and unpaid interest, to be immediately due and payable and exercise other remedies. As of December 31, 2017, the Company has borrowed less than $0.1 million under the Credit Facility. The Company is in compliance with the Credit Facility covenants as of December 31, 2017. The Company capitalized fees of $0.7 million associated with the Credit Facility described above, which are included on the consolidated balance sheets as other assets, and will amortize these fees over the life of the Credit Facility. Unamortized debt issuance costs as of December 31, 2017 totals $0.7 million. In addition the Company converted all of its related party debt to equity in connection with the pre-offering reorganization, see Note 18 – Related Party Transactions. |
Risk Concentrations
Risk Concentrations | 12 Months Ended |
Dec. 31, 2017 | |
Risk Concentrations | |
Risk Concentrations | NOTE 12. RISK CONCENTRATIONS Customer Concentrations For the year ended December 31, 2017, two customers (EOG Resources and PDC Energy—Well Services segment) accounted for approximately 13.7% and 15.6%, respectively, of the Company’s total revenues. At December 31, 2017, approximately 20.3% of the accounts receivable balance was due from these customers. For the year ended December 31, 2016, two customers (EOG Resources and PDC Energy —Well Services segment) accounted for 19.8% and 19.2%, respectively, of the Company’s total revenues. At December 31, 2016, approximately 27.6% of the accounts receivable balance was due from these customers. For the year ended December 31, 2015, two customers (EOG Resources —Well Services segment and Whiting— Process Solutions segment) accounted for approximately 26.3% and 42.0%, respectively, of the Company’s total revenues. |
Equity Based Compensation and P
Equity Based Compensation and Profit Interest Awards | 12 Months Ended |
Dec. 31, 2017 | |
Equity Based Compensation and Profit Interest Awards | |
Equity Based Compensation and Profit Interest Awards | NOTE 13. EQUITY BASED COMPENSATION AND PROFIT INTEREST AWARDS Long-term Incentive Plan On August 10, 2017, the Board adopted the Ranger Energy Services, Inc. 2017 Long-Term Incentive Plan (“LTIP”) for the employees, consultants and the directors of the Company and its affiliates who perform services for the Company. The LTIP provides for potential grants of: (i) incentive stock options qualified as such under U.S. federal income tax laws; (ii) non-statutory stock options that do not qualify as incentive stock options; (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock units; (vi) bonus stock; (vii) performance awards; (viii) dividend equivalents; (ix) other stock-based awards; (x) cash awards; and (xi) substitute awards. Subject to adjustment in accordance with the terms of the LTIP, 1,250,000 shares of Class A Common Stock have been reserved for issuance pursuant to awards under the LTIP. Class A Common Stock withheld to satisfy exercise prices or tax withholding obligations will be available for delivery pursuant to other awards. The LTIP will be administered by the Board or an alternative committee appointed by the Board. During the year ended December 31, 2017 there were 10,000 restricted shares issued. The total value at grant date was $0.1 million, of which less than ten thousand was amortized during the year ended December 31, 2017. As of December 31, 2017, there was $ 0.1 million of unrecognized expense. The following table summarizes the changes in the restricted shares outstanding for the year ended December 31, 2017 and 2016: Weighted Average Weighted Average Grant Date Remaining Shares Fair Value Vesting Period Outstanding at January 1, 2016 — $ — — Granted — — — Forfeited — — — Outstanding at December 31, 2016 — — — Granted 10,000 9.43 2.9 years Forfeited — — — Outstanding at December 31, 2017 10,000 $ 9.43 2.9 years Well Services The Well Services segment was 100% owned by Ranger Holdings, and Ranger Services’ equity was represented by a single share class. Ranger Holdings has issued Class C and Class D units to certain key employees of Ranger Services as remuneration for employee services that were originally intended, at grant, to be “profit interests” with no voting rights. Certain of the units vest 33% per year over a three-year service period and may be forfeited or repurchased by Ranger Holdings under certain circumstances as set forth in the Ranger Holdings limited liability company agreement and the individual Class C and Class D unit grant agreements. The “vesting units” are deemed equity and are measured at fair value using an option pricing model at each grant date with compensation expense recognized on a straight‑line basis over the requisite service period. Certain of the Class C and Class D units that were granted are liability‑classified awards as they do not fully vest until a defined change of control event occurs. The Company has not recognized a liability or recognized any compensation expense for these liability‑classified awards in the accompanying consolidated financial statements since the change of control event is not probable and estimable. These units will trigger no compensation expense until amounts payable under such awards become probable and estimable. On October 3, 2016, the Class C and Class D units were modified, whereby new units were issued to replace the existing Class C and Class D units that had been issued prior to October 3, 2016. As part of the issuance of the new Class C and Class D units, the existing Class C and Class D units were cancelled. The terms of the new and existing Class C and Class D awards were materially similar. The grant date fair value for the Class C and Class D units prior to modification were de minimis while the grant date fair value for the Class C and Class D units at modification was $2.5 million. There were additional grants to specific employees during the year ended December 31, 2017 of approximately $1.6 million. The weighted average unit price for all grants after the modification were $3.76 per unit and $1.38 per unit for Class C and Class D units, respectively. During the year ended December 31, 2017, 2016 and 2015, we recognized compensation expense of $1.1 million, $0.4 million and $0.0 million, respectively. The total unrecognized compensation cost related to unvested awards at December 31, 2017 is $1.3 million and is expected to be recognized over the next two years. The following table summarizes the Class C and Class D unit activity for the years ended December 31, 2017, 2016 and 2015 (in millions): Class C units Class D units Equity-based Equity-based Compensation Liability Compensation Liability Awards Awards Awards Awards Outstanding at January 1, 2015 1.0 0.3 0.2 - Granted 1.0 0.4 0.1 0.1 Forfeited — — — — Outstanding at December 31, 2015 2.0 0.7 0.3 0.1 Granted (1) 0.5 0.2 0.4 0.2 Forfeited — — — — Outstanding at December 31, 2016 0.5 0.2 0.4 0.2 Granted 0.3 — 0.3 — Forfeited (0.2) — (0.3) — Outstanding at December 31, 2017 0.6 0.2 0.4 0.2 (1) At October 3, 2016 the existing Class C and Class D awards were cancelled and new Class C and Class D awards were issued. We utilized an option pricing model to estimate grant date fair value of the equity‑based compensation awards, which included probability of various outcomes. Expected volatilities are based on historical volatilities of the stock of comparable companies in our industry. The risk‑free rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. Actual results may vary depending on the assumptions applied within the model. The following table presents the assumptions used in the valuation and resulting grant date fair value: 2016 2017 Pre-Modification At Modification 2015 Period 5 years 5 years 5 years 5 years Dividend Yield — % — % — % — % Volatility 40 % 35 - 60 % 40 % 35 - 60 % Risk Free Rate 1.2 % 1.0 - 1.6 % 1.2 % 1.0 - 1.6 % Processing Solutions The Processing Solutions segment was 100% owned by Torrent Holdings, and Torrent Services’ equity was represented by a single share class. Torrent Holdings has issued Class B and Class C units to certain key employees of Torrent as remuneration for employee services that were originally intended, at grant, to be “profit interests” with no voting rights. Class B units have a three-year vesting period at 25% per year, with the remaining 25% vesting upon certain events occurring. Torrent Holdings also issued Class C awards, which were fully vested at grant date when issued in 2014. Class B and Class C units are deemed to be equity‑classified. The grant date fair value for the Class B and Class C unit awards were $0.3 million and $0.1 million, respectively. The weighted average unit price for all grants after the modification were $0.27 per unit and $39.70 per unit for Class B and Class C units, respectively. Compensation expense is recognized on a straight‑line basis over the requisite service period. During the year ended December 31, 2017, 2016 and 2015, we recognized compensation expense of $0.1 million, $0.1 million and $0.1 million, respectively. The total unrecognized compensation cost related to unvested awards at December 31, 2017 is less than $0.1 million and is expected to be recognized in 2018. The following table summarizes the Class B and Class C unit activity for the years ended December 31, 2017, 2016 and 2015 (in millions): Class B Class C (1) Outstanding at January 1, 2015 1.0 — Granted — — Forfeited — — Outstanding at December 31, 2015 1.0 — Granted — — Forfeited (0.3) — Outstanding at December 31, 2016 0.7 — Granted 0.3 — Forfeited — — Outstanding at December 31, 2017 1.0 — (1) We utilized an option pricing model to estimate grant date fair value of the equity‑based compensation awards, which included probability of various outcomes. Expected volatilities are based on historical volatilities of the stock of comparable companies in our industry. The risk‑free rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. Actual results may vary depending on the assumptions applied within the model. The following table presents the assumptions used in the valuation and resulting grant date fair value: Assumptions Period 2.8 years Dividend Yield — % Volatility 28.1 % Risk Free Rate 0.9 % |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes | |
Income Taxes | NOTE 14. INCOME TAXES Ranger Energy Services, LLC is treated as a partnership for U.S. federal income tax purposes and is not subject to federal or state income taxation. As a partner in Ranger Energy Services, LLC, the Company is subject to U.S. taxation on our allocable share of U.S. taxable income and the non-controlling interest members will pay taxes with respect to its allocable share of U.S. taxable income. The Company is a corporation and is subject to U.S. federal income tax. The tax implications of the Offering and the Company’s concurrent corporate reorganization, and the tax impact of the Company’s status as a taxable corporation subject to U.S. federal income tax have been reflected in the accompanying consolidated financial statements. The effective U.S. federal income tax rate applicable to the Company for the year ended December 31, 2017 and 2016 was 35.0% and 0.0%, respectively. Total income tax expense for the year ended December 31, 2017 differed from amounts computed by applying the U.S. federal statutory tax rate of 35% primarily due to the increase in the valuation allowance against the deferred tax assets in addition to the adjustment for non-controlling interest that is not subject to federal tax. A reconciliation of the expected income tax expense on income (loss) before income taxes using the statutory federal income tax rate of 35% for 2017 to income tax expense follows (in millions): December 31, 2017 Income (loss) before income taxes $ (26.9) Statutory rate 35.0 % Income tax expense (benefit) computed at statutory rate $ (9.4) Reconciling items State income taxes (benefit), net of federal tax benefit 0.2 Nontaxable income allocated to non-controlling interest 1.9 Nontaxable income allocated to predecessor 5.3 Change in rates 1.4 Valulation allowance 1.0 Income Tax expense (benefit) $ 0.4 As a result of the Offering and subsequent reorganization, the Company recorded a deferred tax asset; however, a full valuation allowance has been recorded to reduce the Company’s net deferred tax assets to an amount that is more likely than not to be realized and 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. The tax effects of the cumulative temporary differences resulting in the net deferred income tax asset (liability) are as follows (in millions): December 31, 2017 2016 Deferred income tax assets: Equity based compensation $ 0.3 $ — Net operating loss carryforward 6.2 — Total non-current deferred income tax asset 6.5 — Valuation allowance (2.3) — Net non-current deferred income tax asset 4.2 — Deferred income tax liabilities Investment in partnership (4.2) — Total non-current deferred income tax asset (liability) $ — $ — As of December 31, 2017, the Company has net operating loss carryforwards of approximately $6.2 million; consisting of $2.2 million of section 382 limited losses expiring beginning in 2033, and an estimated $4.0 million of non-section 382 limited losses expiring beginning in 2037. |
Non-Controlling Interests
Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2017 | |
Non-Controlling Interests | |
Non-Controlling Interests | NOTE 15 NON-CONTROLLING INTERESTS The Company has ownership interests in Ranger LLC, which is consolidated within the Company’s financial statements but is not wholly owned by the Company. During the year ended December 31, 2017, the Company reports a non-controlling interest representing the Ranger Units. Changes in the Company’s ownership interest in Ranger LLC while it retains its controlling interest are accounted for as equity transactions. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Loss Per Share | |
Loss Per Share | NOTE 16. LOSS PER SHARE Loss per share is based on the amount of income allocated to the shareholders and the weighted average number of shares outstanding during the period for each class of common stock. Losses related to periods prior to the reorganization and the Offering are attributable to the Predecessor. The following table presents the Company’s calculation of basic and diluted loss per share for the year ended December 31, 2017 (dollars in millions, except share and per share amounts): Year Ended December 31, 2017 Loss (numerator): Basic: Net loss attributable to Ranger Energy Services, Inc. $ (6.6) Less: Net loss attributable to Class B Common Stock — Net loss attributable to cClass A Common Stock (6.6) Diluted: Net loss attributable to Ranger Energy Services, Inc. $ (6.6) Less: Net loss attributable to Class B Common Stock — Net loss attributable to Class A Common Stock (6.6) Weighted average shares (denominator): Weighted average number of shares - basic 8,413,178 Weighted average number of shares - diluted 8,413,178 Basic loss per share $ (0.78) Diluted loss per share $ (0.78) For the period presented, the Company excluded twenty thousand restricted shares as well as 6.9 million shares of common stock issuable upon conversion of the Company’s Class B Common Stock in calculating diluted loss per share, as the effect was anti-dilutive. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies. | |
Commitments and Contingencies | NOTE 17. COMMITMENTS AND CONTINGENCIES Operating Leases The Company is obligated under non-cancelable operating leases for facilities and equipment which expire at various dates through 2022. These leases generally contain renewal options for periods ranging from one to five years and require the Company to pay all executory costs (property taxes, maintenance and insurance). Rental payments include minimum rentals. Future minimum rental payments as of December 31, 2017 required under these leases are as follows (in millions): Total 2018 $ 2.5 2019 2.4 2020 2.2 2021 1.1 2022 0.7 Thereafter 3.7 Total future minimum lease payments $ 12.6 Purchase Obligations for Rigs The Company entered into agreements during 2017 pursuant to which we have acquired 3 0 high-spec well service rigs as of December 31, 2017, and will acquire an additional 9 high-spec well service rigs during the remainder of 2018 for an aggregate purchase price under such agreements of approximately $42.1 million, for which $4.5 million of payments have been made as of agreements during 2017 pursuant to which we have acquired 3 0 high-spec well service rigs as of December, 2017, and the remaining $37.6 million of which will be due during 2018, of which $23.5 million is included in accounts payable on the consolidated balance sheet as of December 31, 2017. 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 matters will have a material adverse effect on its consolidated financial position or results of operations. Employee Severance In March 2017, Ranger Services terminated the employment of one of its officers. As a result, the former officer became entitled to severance payments of $0.7 million. In addition during the year ended December 31, 2017, Ranger severed other officers and employees. As of December 31, 2017, Ranger has $1.0 million of severance liability recorded in the accompanying consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions | |
Related Party Transactions | NOTE 18. RELATED PARTY TRANSACTIONS Stockholders’ Agreement In connection with the Offering, Ranger entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with the Existing Owners and the Bridge Loan Lenders (defined below). Among other things, the Stockholders’ Agreement provides CSL and Bayou Wells Holdings Company, LLC (“Bayou Holdings”) with the right to designate nominees to Ranger’s board of directors (each, as applicable, a “CSL Director” or “Bayou Director”) as follows: · for so long as CSL beneficially owns at least 50% of Ranger’s common stock, at least three members of the Board of Directors shall be CSL Directors and at least two members of the Board of Directors shall be Bayou Directors (which may include Richard Agee, Brett Agee or any other person that may be designated by Bayou Holdings in accordance with the terms of the stockholders’ agreement); · for so long as CSL beneficially owns less than 50% but at least 30% of Ranger’s common stock, at least three members of the Board of Directors shall be CSL Directors; · for so long as CSL beneficially owns less than 30% but at least 20% of Ranger’s common stock, at least two members of the Board of Directors shall be CSL Directors; · for so long as CSL beneficially owns less than 20% but at least 10% of Ranger’s common stock, at least one member of the Board of Directors shall be a CSL Director; and · once CSL beneficially owns less than 10% of Ranger’s common stock, CSL will not have any Board designation rights. In the event the size of Ranger’s Board of Directors is increased or decreased at any time to other than eight directors, CSL’s nomination rights will be proportionately increased or decreased, respectively, rounded up to the nearest whole number. Employee Matters Agreement In connection with the Bayou Acquisition, Ranger Services and Ranger Holdings entered into an Employee Matters Agreement in October 2016 (the “EMA”) with Bayou Holdings and its affiliates (collectively, the “Bayou Parties”). Pursuant to the EMA, the Bayou Parties seconded certain employees to Ranger Services and Ranger Holdings from October 4, 2016 to December 31, 2016 to perform certain transition services. In exchange for receiving these seconded employees and related services, Ranger Services and Ranger Holdings paid the Bayou Parties approximately $5.8 million through December 31, 2016. As of December 31, 2016, Ranger Services and Ranger Holdings had accounts payable to the Bayou Parties of approximately $2.4 million, which were paid in full in March 2017. Bayou Holdings is controlled by Messrs. Brett and Richard Agee, each of whom is a manager of Bayou Holdings and member of Ranger’s Board of Directors. Redemption Rights Under the Ranger LLC Agreement, holders of Ranger Units (the “Ranger Unit Holders”) (other than Ranger) will, subject to certain limitations, have the right, pursuant to the Redemption Right (as defined in the Ranger LLC Agreement), to cause Ranger LLC to acquire all or a portion of their Ranger Units (along with a corresponding number of shares of Ranger’s Class B Common Stock) for, at Ranger LLC's election, (i) shares of Ranger’s Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Ranger Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions, or (ii) cash in an amount equal to the Cash Election Value (defined below) of such Class A Common Stock. The Company will determine whether to issue shares of Class A Common Stock or cash in an amount equal to the Cash Election Value based on facts in existence at the time of the decision, which Ranger expects would include the trading prices for the Class A Common Stock at the time relative to the cash purchase price for the Ranger Units, the availability of other sources of liquidity (such as an issuance of preferred stock) to acquire the Ranger Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, Ranger (instead of Ranger LLC) will have the right, pursuant to the Call Right (as defined in the Ranger LLC Agreement), to, for administrative convenience, acquire each tendered Ranger Unit directly from such Ranger Unit Holder for, at Ranger’s election, (x) one share of Class A Common Stock or (y) cash in an amount equal to the value of a share of Class A Common Stock, based on a volume-weighted average price. In addition, upon a change of control of Ranger, Ranger has the right to require each Ranger Unit Holder (other than Ranger) to exercise its Redemption Right with respect to some or all of such unitholder's Ranger Units. As the Ranger Unit Holders redeem their Ranger Units, Ranger’s membership interest in Ranger LLC will be correspondingly increased, the number of shares of Class A Common Stock outstanding will be increased, and the number of shares of Class B Common Stock outstanding will be reduced. Ranger’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of Ranger Units pursuant to an exercise of the Redemption Right or the Call Right is expected to result in adjustments to the tax basis of the tangible and intangible assets of Ranger LLC, and such adjustments will be allocated to the Company. These adjustments would not have been available to Ranger absent the acquisition or deemed acquisition of Ranger Units and are expected to reduce the amount of cash tax that Ranger would otherwise be required to pay in the future. “Cash Election Value" means, with respect to the shares of Class A Common Stock to be delivered to the redeeming Ranger Unit Holder by us pursuant to our Call Right, the amount that would be received if the number of shares of Class A Common Stock to which the redeeming Ranger Unit Holder would otherwise be entitled were sold at a per share price equal to the trailing 10-day volume weighted average price of a share of Class A Common Stock on such redemption, net of actual or deemed offering expenses. Payments The Company incurred approximately $1.4 million, $0.2 million and $0.1 million in expenses related to CSL and board members for the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, the Company has no accruals payable CSL or board members and at December 31, 2016 amounts due to CSL and board members were negligible. The Company has recorded a $3.0 million liability, as part of the reorganization, payable on or prior to the 18-month anniversary of the consummation of the Offering in, at the Company’s option, cash, shares of Class A Common Stock (with such shares to be valued based on the greater of the initial public offering price of the Class A Common Stock in the Offering and a 30-day volume-weighted average price) or a combination thereof. This is included as other long-term liabilities on the consolidated balance sheets. Acquisition In January 2017, Ranger Services, through its wholly owned subsidiary, entered into a purchase agreement (the “Allied Purchase Agreement”) with Allied Energy Real Estate, LLC (“Allied Energy”). CSL, which employs certain members of the Company’s Board holds a majority of the voting power of the Company’s common stock and is an indirect owner of Allied Energy. Pursuant to the Allied Purchase Agreement, Ranger Services purchased certain real property in Milliken, Colorado from Allied Energy for a purchase price of $4.0 million. Related Party Debt In February 2017, Ranger entered into loan agreements (collectively the “Ranger Bridge Loan”) with each of CSL Energy Opportunities II L.P. (“CSL Opportunities II”), CSL Energy Holdings II LLC (“CSL Holdings II”) and Bayou Holdings (together with CSL Holdings II and CSL Energy Opportunities II, the “the Bridge Loan Lenders”) each an indirect equity owner of Ranger Services. The Ranger Bridge Loan, which was obtained to fund capital expenditures and working capital, was evidenced by promissory notes payable to the Bridge Loan Lenders in an aggregate principal amount of $11.1 million, consisting of three individual promissory notes in the principal amounts of (i) $4.4 million payable to CSL Opportunities II, (ii) $3.2 million payable to CSL Holdings II and (iii) $3.6 million payable to Bayou Holdings. The note was secured by substantially all of the Company’s assets (approximately $132.1 million of the Company’s total assets as of December 31, 2017). Each note bore interest at a rate of 15% and matured upon the earlier of February 21, 2018 or ten days after the consummation of an initial public offering. The loan agreement included a make‑whole provision in which the Company would pay 125% of the total amount advanced to the Company upon settlement. The 125% is inclusive of the 15% interest rate. During April 2017, the Company increased its bridge loan debt by $1.0 million to $12.1 million to fund capital expenditures and working capital. During May 2017, the Company increased its bridge loan debt by $2.5 million and then again by another $2.5 million in June to $17.1 million to fund capital expenditures and working capital. In July 2017, the Company increased its bridge loan debt by $3.9 million to $21.0 million. In connection with the corporate reorganization on August 16, 2017, all of the Ranger Bridge Loan was converted into equity. For more information about the corporate reorganization please see Note 1. Tax Receivable Agreement On August 16, 2017, in connection with the Offering, the Company entered into a Tax Receivable Agreement (the “Tax Receivable Agreement”) with certain of the existing Ranger Unit holders and their permitted transferees (each such person, a “TRA Holder” and together, the “TRA Holders”). The Tax Receivable Agreement generally provides for the payment by the Company of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that the Company actually realizes (computed using simplifying assumptions to address the impact of state and local taxes) or is deemed to realize in certain circumstances in periods after the Offering as a result of (i) certain increases in tax basis that occur as a result of the Company’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such TRA Holder’s Ranger Units in connection with the Offering or pursuant to the exercise of the Redemption Right or the Call Right (each as defined in the Amended and Restated Limited Liability Company Agreement of Ranger LLC) and (ii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the Tax Receivable Agreement. The Company will retain the benefit of the remaining 15% of these cash savings. The term of the Tax Receivable Agreement commences on August 16, 2017 and will continue until all tax benefits that are subject to the Tax Receivable Agreement (or the Tax Receivable Agreement is terminated due to other circumstances, including the Company’s breach of a material obligation thereunder or certain mergers, assets sales, other forms of business combination or other changes of control) have been utilized or expired, unless the Company exercises its right to terminate the Tax Receivable Agreement. The payments under the Tax Receivable Agreement will not be conditioned upon a TRA Holder having a continued ownership interest in either Ranger LLC or the Company. If the Company elects to terminate the Tax Receivable Agreement early or the Tax Receivable Agreement is terminated due to other circumstances (including the Company’s breach of a material obligation thereunder or certain mergers, asset sales other forms of business combinations or other changes of control), its obligations under the Tax Receivable Agreement would accelerate and it would be required to make an immediate payment equal to the present value of the anticipated future tax payments to be made by Ranger under the Tax Receivable Agreement (determined by applying a discount rate of one-year LIBOR plus 150 basis points and based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement). In addition, payments due under the Tax Receivable Agreement will be similarly accelerated following certain mergers or other changes of control. Registration Rights Agreement On August 16, 2017, in connection with the closing of the Offering, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with certain stockholders (the “Holders”). Pursuant to, and subject to the limitations set forth in, the Registration Rights Agreement, at any time after the 180-day lock-up period, the Holders have the right to require the Company by written notice to prepare and file a registration statement registering the offer and sale of a number of their shares of Class A Common Stock. Reasonably in advance of the filing of any such registration statement, the Company is required to provide notice of the request to all other Holders who may participate in the registration. The Company is required to use all commercially reasonable efforts to maintain the effectiveness of any such registration statement until all shares covered by such registration statement have been sold. Subject to certain exceptions, the Company is not obligated to effect such a registration within ninety (90) days after the closing of any underwritten offering of shares of Class A Common Stock requested by the Holders pursuant to the Registration Rights Agreements. The Company is also not obligated to effect any registration where such registration has been requested by the holders of Registrable Securities (as defined in the Registration Rights Agreement) which represent less than $25 million, based on the five-day volume weighted average trading price of the Class A Common Stock on the New York Stock Exchange. In addition, pursuant to the Registration Rights Agreement, the Holders have the right to require the Company, subject to certain limitations set forth therein, to effect a distribution of any or all of their shares of Class A Common Stock by means of an underwritten offering. Further, subject to certain exceptions, if at any time the Company proposes to register an offering of its equity securities or conduct an underwritten offering, whether or not for its account, then the Company must notify the Holders of such proposal at least three (3) business days before the anticipated filing date or commencement of the underwritten offering, as applicable, to allow them to include a specified number of their shares in that registration statement or underwritten offering, as applicable. These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration or offering and the Company’s right to delay or withdraw a registration statement under certain circumstances. The Company will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement, regardless of whether a registration statement is filed or becomes effective. The obligations to register shares under the Registration Rights Agreement will terminate as to any Holder when the Registrable Securities held by such Holder are no longer subject to any restrictions on trading under the provisions of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), including any volume or manner of sale restrictions. Registrable Securities means all shares of Class A Common Stock owned at any particular point in time by a Holder other than shares (i) sold pursuant to an effective registration statement under the Securities Act, (ii) sold in a transaction pursuant to Rule 144 under the Securities Act, (iii) that have ceased to be outstanding or (iv) that are eligible for resale without restriction and without the need for current public information pursuant to any section of Rule 144 under the Securities Act. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting | |
Segment Reporting | NOTE 19. SEGMENT REPORTING The Company’s operations are all located in the United States and organized into two reportable segments: Well Services and Processing Solutions. Our reportable segments comprise the structure used by our Chief Operating Decision Maker (“CODM”) to make key operating decisions and assess performance during the years presented in the accompanying consolidated financial statements. Our CODM evaluates the segments’ operating performance based on multiple measures including Adjusted EBITDA, rig hours and rig utilization. The following is a description of the segments: Well Services . The Company’s well service rigs facilitate operations throughout the lifecycle of a well, including (i) well completion support; (ii) workover; (iii) well maintenance; and (iv) decommissioning. We provide these advanced well services to Exploration & Production (“E&P”) companies, particularly to those operating in unconventional oil and natural gas reservoirs and requiring technically and operationally advanced services. Our well service rigs are designed to support growing U.S. horizontal well demands. In addition to our core well service rig operations, we offer a suite of complementary services, including wireline, snubbing, fluid management and well service-related equipment rentals. Processing Solutions . The Company provides a range of proprietary, modular equipment for the processing of rich natural gas streams at the wellhead or central gathering points in basins where drilling and completion activity has outpaced the development of permanent processing infrastructure. The Company incurs costs, indicated as Other, that are not allocable to either of the operating segments and includes mostly corporate general and administrative expenses as we all as depreciation of office furniture and fixtures and other corporate assets. Prior to the Offering and subsequent reorganization, the Well Services and Processing Solutions were run as separate companies and therefore there were no such costs or assets. Segment information for the years ended December 31, 2017, 2016, and 2015 and total assets as of December 31, 2017 and 2016 is as follows (in millions): Processing Other Well Services Solutions Total Year ended December 31, 2017 Revenues $ — $ 145.7 $ 8.3 $ 154.0 Cost of services $ — $ (123.2) $ (3.2) $ (126.4) Depreciation and amortization $ (0.3) $ (16.2) $ (1.3) $ (17.8) Impairment of goodwill $ — $ — $ — $ — Operating income (loss) $ (11.0) $ (10.5) $ 0.9 $ (20.6) Interest expense, net $ (5.2) $ (1.0) $ (0.1) $ (6.3) Net income (loss) $ (16.2) $ (11.9) $ 0.8 $ (27.3) Capital expenditures $ — $ 54.5 $ 1.5 $ 56.0 As of December 31, 2017 Property, plant and equipment $ 6.4 $ 157.4 $ 25.4 $ 189.2 Total assets $ 6.4 $ 225.1 $ 28.2 $ 259.7 Processing Other Well Services Solutions Total Year ended December 31, 2016 Revenues $ — $ 46.3 $ 6.5 $ 52.8 Cost of services $ — $ (36.7) $ (2.6) $ (39.3) Depreciation and amortization $ — $ (5.6) $ (1.0) $ (6.6) Impairment of goodwill $ — $ — $ — $ — Operating loss $ — $ (4.1) $ (0.4) $ (4.5) Interest expense, net $ — $ (0.4) $ (0.1) $ (0.5) Net loss $ — $ (4.5) $ (0.5) $ (5.0) Capital expenditures $ — $ 10.0 $ 2.2 $ 12.2 As of December 31, 2016 Property, plant and equipment $ — $ 79.5 $ 22.9 $ 102.4 Total assets $ — $ 107.9 $ 27.8 $ 135.7 Processing Other Well Services Solutions Total Year ended December 31, 2015 Revenues $ — $ 9.7 $ 11.5 $ 21.2 Cost of services $ — $ (8.2) $ (7.9) $ (16.1) Depreciation and amortization $ — $ (1.4) $ (0.7) $ (2.1) Impairment of goodwill $ — $ — $ (1.6) $ (1.6) Operating loss $ — $ (3.4) $ (3.0) $ (6.4) Interest expense, net $ — $ (0.1) $ (0.2) $ (0.3) Net loss $ — $ (3.6) $ (3.1) $ (6.7) Capital expenditures $ — $ 18.1 $ 8.7 $ 26.8 |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
SCHEDULE II – Valuation and Qualifying Accounts | |
SCHEDULE II – Valuation and Qualifying Accounts | RANGER ENERGY SERVICES, INC. SCHEDULE II – Valuation and Qualifying Accounts Years Ended December 31, 2017 (in millions) Additions Deductions Balance at Beginning of Charged to Credited to Written Balance at Year Operations Operations Off End of Year Allowance for Doubtful Accounts Receivable 2017 $ 1.1 $ 0.3 $ — $ (0.1) $ 1.3 2016 $ 0.7 $ 0.6 $ — $ (0.2) $ 1.1 Additions Deductions Balance at Credited to Beginning of Charged to Credited to Additional Balance at Year Operations Operations Paid-in Capital End of Year Deferred Tax Valuation Allowance 2017 $ — $ — $ 2.3 $ — $ 2.3 2016 $ — $ — $ — $ — $ — |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying audited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In the opinion of management, all material adjustments, which are of a normal and recurring nature, necessary for the fair presentation of the financial results for all periods presented have been reflected. All intercompany balances and transactions have been eliminated. Investments in which the Company exercises control are consolidated, and the noncontrolling interests of such investments, which are not attributable directly or indirectly to the Company, are presented as a separate component of net income and equity in the accompanying consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 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: • • • • • |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments with an original maturity of three months or less are considered cash equivalents. The Company maintains its cash accounts in financial institutions that are insured by the Federal Deposit Insurance Corporation. Cash balances from time to time may exceed the insured amounts; however the Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risks on such accounts. |
Accounts Receivable | Accounts Receivable Accounts receivable, net are stated at the amount management expects to collect from outstanding balances. The Company reviews a customer’s credit history before extending credit. Generally, the Company does not require collateral from its customers. The allowance for doubtful accounts is established as losses are estimated to have occurred through a provision for bad debts charged to earnings. Losses are charged against the allowance when management believes the uncollectibility of a receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for doubtful accounts is evaluated on a regular basis by management and based on past experience and other factors, which, in management’s judgment, deserve current recognition in estimating possible bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions. The allowance for doubtful accounts was $1.3 million and $1.1 million for the years ended December 31, 2017 and 2016, respectively. Bad debt expense recorded for the years ended December 31, 2017, 2016 and 2015 was $0.3 million, $0.6 million and $0.7 million, respectively. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is stated at cost or estimated fair market value at the acquisition date less accumulated depreciation. Depreciation is charged to expense on the straight‑line basis over the estimated useful life of each asset. Expenditures for major renewals and betterments are capitalized while expenditures for maintenance and repairs are charged to expenses as incurred. Assets under capital lease obligations and leasehold improvements are amortized over the shorter of the lease term or their respective estimated useful lives. Depreciation does not begin until property, plant and equipment is placed in service. Once placed in service, depreciation on property and equipment continues while being repaired, refurbished or between periods of deployment. |
Long-lived Asset Impairment | Long‑lived Asset Impairment The Company evaluates the recoverability of the carrying value of long‑lived assets, including property, plant and equipment and intangible assets, whenever events or circumstances indicate the carrying amount may not be recoverable. If a long‑lived asset is tested for recoverability and the undiscounted estimated future cash flows expected to result from the use and eventual disposition of the asset is less than the carrying amount of the asset, the asset cost is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of a long‑lived asset exceeds its fair value. |
Goodwill | Goodwill Goodwill represents the excess of costs over the fair value of the net assets acquired in connection with a business combination. Goodwill is not amortized, but rather tested and assessed for impairment annually or more frequently if certain events or changes in circumstance indicate the carrying amount may exceed fair value. Before employing detailed impairment testing methodologies, the Company may first evaluate the likelihood of impairment by considering qualitative factors relevant to each reporting unit, such as macroeconomic, industry, market or any other factors that have a significant bearing on fair value. If the Company first utilizes a qualitative approach and determines that it is more likely than not that goodwill is impaired, detailed testing methodologies are then applied. Otherwise, the Company concludes that no impairment has occurred. Detailed impairment testing involves a two‑step process. First, the fair value of each reporting unit is compared to its carrying value to determine whether an indication of impairment exists. If impairment is indicated, the implied value of the reporting unit’s goodwill is determined by allocating the unit’s fair value to its assets and liabilities as if the reporting unit had been acquired in a business combination. The fair value of the reporting unit is typically determined through the use of a blended income and market approach. The impairment for goodwill is measured as the excess of its carrying value over its implied value. The Company did not recognize any impairment for the years ended December 31, 2017 and 2016; however it did recognize an impairment of $1.6 million for the year ended December 31, 2015. |
Intangible Assets | Intangible Assets Identified intangible assets with determinable lives consist of customer relationships and trade names (as described in Note 4, Acquisitions below). Customer relationships and trade names are amortized over their estimated useful lives. |
Assets Held for Sale | Assets Held for Sale During the year ended December 31, 2016, the Company decided to market and sell non‑core rental fleet assets. The units are classified as held for sale because they have been specifically identified, and management has a plan for their sale in their present condition to occur in the next year. The available for sale assets are recorded at the units’ carrying amount, which approximates fair value less costs to sell, and have been reclassified as current assets on our balance sheet, and are no longer depreciated. |
Fair Value | Fair Value Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The three‑tiered hierarchy is summarized as follows: Level 1—Quoted prices in active markets for identical assets and liabilities. Level 2—Other significant observable inputs. Level 3—Significant unobservable inputs. The Company’s financial instruments consist of cash and cash equivalents, trade receivables, trade payables, amounts receivable or payable to related parties, and long‑term debt. The carrying amount of cash and cash equivalents, trade receivables, and trade payables approximates fair value because of the short‑term nature of the instruments. The fair value of long‑term debt approximates its carrying value based on the borrowing rates currently available to the Company for bank loans with similar terms and maturities. In valuing certain assets and liabilities, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. For disclosure purposes, assets and liabilities are classified in the fair value hierarchy based on the lowest level of input that is significant to the overall fair value. The Company did not have any assets or liabilities that were measured at fair value on a recurring basis at December 31, 2017 and 2016. During 2015, the Company had non‑recurring fair value measurements related to the impairment of goodwill. The fair values were determined through the use of a blended market and income approach, which represent Level 3 measurements within the fair value hierarchy. During 2017 and 2016, the Company had non‑recurring fair value measurements related to the acquisition and purchase price allocations of ESCO, Magna and Bayou (see Note 4 – Acquisitions). The fair values were determined through the use of a blended income, market and cost approach, which represent Level 3 measurements within the fair value hierarchy. |
Revenue Recognition | Revenue Recognition The Company generates revenue from multiple sources within its operating segments. Well Services —Well Services consists primarily of maintenance services, workover services, completion services and plugging and abandonment services. The Company recognizes revenue when services are performed, collection of the relevant receivables is probable, persuasive evidence of an arrangement exists and the price is fixed or determinable. The Company prices well servicing by the hour or by the day when services are performed. Well servicing is sold without warranty or right of return. Processing Solutions —Processing Solutions consists primarily of equipment rentals, operations and maintenance services and mobilization services. The Company recognizes revenue when services are performed, collection of the relevant receivables is probable, persuasive evidence of an arrangement exists and the price is fixed or determinable. Revenues from equipment leasing, operations and maintenance services are recognized as earned. These services are sold without warranty or right of return. |
Business Combinations | Business Combinations The Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. Fair value is the price that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the assumptions of market participants and not those of the reporting entity. Therefore, entity‑specific intentions do not impact the measurement of fair value. Goodwill as of the acquisition date is measured and recognized as the excess of: (i) the aggregate of the fair value of the consideration transferred, the fair value of any non‑controlling interest in the acquiree and the acquisition date fair value of our previously held equity interests over (ii) the fair value of assets acquired and liabilities assumed. These fair values are accounted for at the date of acquisition and included in the consolidated balance sheets at December 31, 2017 and December 31, 2016. The results of operations of an acquired business is included in the statement of operations from the date of the acquisition. |
Income Taxes | Income Taxes The Company provides for income tax expense based on the liability method of accounting for income taxes based on the authoritative accounting guidance. Deferred tax assets and liabilities are recorded based upon differences between the tax basis of assets and liabilities and their carrying values for financial reporting purposes, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The establishment of a valuation allowance requires significant judgment and is impacted by various estimates. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. Under GAAP, the valuation allowance is recorded to reduce the Company's deferred tax assets to an amount that is more likely than not to be realized and 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. The ultimate realization of the deferred tax assets depends on the generation of sufficient taxable income. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities and associated valuation allowances during the period. The impact of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority. The income tax provision reflects the full benefit of all positions that have been taken in the Company's income tax returns, except to the extent that such positions are uncertain and fall below the recognition requirements. In the event that the Company determines that a tax position meets the uncertainty criteria, an additional liability or benefit will result. The amount of unrecognized tax benefit requires management to make significant assumptions about the expected outcomes of certain tax positions included in filed or yet to be filed tax returns. At December 31, 2017 and 2016, the Company did not have any uncertain tax positions. The Company is subject to income taxes in the United States and in numerous state tax jurisdictions. The Company's tax filings for all periods are subject to audit by the federal and state taxing authorities in most jurisdictions where we conduct business. None of the Company's federal or state tax returns are currently under examination. These audits may result in assessments of additional taxes that are resolved with the authorities or through the courts. The Company records income tax related interest and penalties, if applicable, as a component of tax expense. However, there were no such amounts recognized in the consolidated statements of operations in 2017, 2016 and 2015. |
Equity-Based Compensation | Equity-Based Compensation The financial statements reflect various equity-based compensation awards granted by Ranger and the Predecessor. These awards include profits interest awards, restricted stock, stock options, restricted units and phantom units. The Company recognizes compensation expense related to equity-based awards granted based on the estimated fair value of the awards on the date of grant. The fair value of the equity-based awards on the grant date is generally recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. |
Emerging Growth Company status | Emerging Growth Company status The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company will remain an emerging growth company until the earlier of (1) the last day of its fiscal year (a) following the fifth anniversary of the completion of the Offering, (b) in which its total annual gross revenue of at least $1.07 billion, or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of its most recently completed second fiscal quarter, and (2) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. The Company has irrevocably opted out of the extended transition period and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014‑09, Revenue from Contracts with Customers as amended by 2015-14 which delayed it as 2014-09 was not effective as described based on the original issuance. ASU 2014‑09 supersedes existing revenue recognition requirements in GAAP and requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. Additionally, it requires expanded disclosures regarding the nature, amount, timing, and certainty of revenue and cash flows from contracts with customers. The ASU is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The amended guidance for revenue recognition will be adopted in the first quarter of 2018 using the modified retrospective method with the cumulative effect of the change recognized in retained earnings. The new guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers and replaces most of the existing revenue recognition standards in U.S. GAAP. A five step model will be utilized to achieve the core principle; (1) identify the customer contract, (2) identify the contract’s performance obligations, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations and (5) recognize revenue when or as a performance obligation is satisfied. The Company has completed its review of a representative sample of revenue contracts covering its material revenue streams that was designed to evaluate any potential changes in revenue recognition upon adoption of the new standard, and based on evaluations to-date, the implementation of the new standard will not have a material impact on the consolidated financial statements other than the additional disclosure requirements. The Company has also completed its review of the information technology and internal control changes that will be required to implement the new standard based on the results of its contract review process. The Company intends to adopt the new guidance on the effective date of January 1, 2018, and does not anticipate recording or disclosing any material transition adjustments upon adoption. In February 2016, the FASB issued ASU No. 2016‑02, Leases, amending the current accounting for leases. Under the new provisions, all lessees will report a right‑of‑use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (i) a financing lease or (ii) an operating lease. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, a sale will only be recognized if the criteria in the new revenue recognition standard are met. ASU 2016‑02 is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period, using a modified retrospective approach. Early adoption is permitted. The Company will adopt this standard on January 1, 2019 and is in the process of evaluating the effect of the standard on our consolidated financial statements. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments—Credit Losses . The amendments in ASU 2016‑13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU 2016‑13 amends the accounting for credit losses on available‑for‑sale debt securities and purchased financial assets with credit deterioration. The amendment is effective for public entities for Annual Reporting periods beginning after December 15, 2019, however early application is permitted for reporting periods beginning after December 15, 2018. The Company does not expect this to have a material impact its consolidated financial statements. In August 2016, the FASB issued ASU 2016‑15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments . ASU 2016‑15 reduces diversity in practice in how certain transactions are classified in the statement of cash flows. The guidance addresses specific cash flow issues for which current GAAP is either unclear or does not include specific guidance. ASU 2016‑15 is effective for annual and interim periods beginning after December 15, 2017. The Company does not expect any material impact to its consolidated financial statements of cash flows. In January 2017, the FASB issued ASU 2017‑04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . ASU 2017‑04 eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The ASU is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The ASU will be applied prospectively and will impact how we test goodwill for impairment. In January 2017, the FASB issued ASU 2017‑01, Business Combinations (Topic 805), Clarifying the Definition of a Business , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or business. ASU 2017‑01 is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2017 and should be applied prospectively. Early adoption is allowed for transactions that occurred before the issuance date or effective date of the amendments only when the transaction has not been reported in the financial statements previously issued. We currently do not expect that the adoption of this standard will have a material impact on our consolidated financial statements. |
Tax Reform | Tax Reform On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was enacted into law. Among the significant changes made by the Act was the reduction of the federal income tax rate from 35% to 21%. US GAAP requires that the impact of the Tax Act be recognized in the period in which the law was enacted. Because of the change in tax rate, the Company recorded a $1.4 million reduction in the value of its deferred tax assets and liabilities. The reduction in value was fully offset by a corresponding change in valuation allowance. The net effect on total tax expense was zero. These provisional amounts are the Company's best estimates based on its current interpretation of the Tax Act and may change as the Company receives additional clarification of the Tax Act and or guidance on its implementation as part of its 2017 income tax compliance process. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Acquisitions | |
Schedule of pro forma information | The following is supplemental pro-forma revenue, operating loss, and net loss had the Magna, Bayou and ESCO Acquisitions occurred as of January 1, 2015 (in millions): Year Ended December 31, 2017 2016 2015 Supplemental Pro Forma: Revenue $ 176.7 $ 132.8 $ 180.2 Operating Loss $ (22.6) $ (31.3) $ (58.1) Net Loss $ (29.5) $ (33.3) $ (62.2) |
Magna | |
Acquisitions | |
Summary of purchase price and purchase price allocation | A summary of the fair value of the assets acquired and the liabilities assumed in connection with the Magna Acquisition is set forth below (in millions): Purchase price Cash paid by CSL $ 12.7 Total purchase price $ 12.7 Purchase price allocation Cash $ 1.2 Accounts receivable 3.0 Prepaid expenses and other 1.2 Property, plant and equipment 8.8 Tradename 0.1 Total assets acquired 14.3 Accounts payable (1.0) Accrued expenses (0.6) Total liabilities assumed (1.6) Allocated purchase price $ 12.7 |
Bayou | |
Acquisitions | |
Summary of purchase price and purchase price allocation | A summary of the fair value of the assets acquired and the liabilities assumed in connection with the Bayou Acquisition is set forth below (in millions): Purchase price Cash $ 17.5 Equity issued 33.0 Total purchase price $ 50.5 Purchase price allocation Prepaid expenses & other $ 0.5 Property, plant and equipment 40.0 Land 0.6 Building and site improvements 2.3 Customer relationships 9.3 Total assets acquired 52.7 Accounts payable (1.8) Accrued expenses (1.0) Other long‑term liabilities (1.0) Total liabilities assumed (3.8) Goodwill 1.6 Allocated purchase price $ 50.5 |
ESCO | |
Acquisitions | |
Summary of purchase price and purchase price allocation | The following information below represents the preliminary purchase allocation related to the ESCO Acquisition (in millions): Purchase price Cash $ 47.7 Seller's notes 7.0 Equity issued 5.0 Total purchase price $ 59.7 Purchase price allocation Cash $ - Accounts receivable 6.6 Property, plant and equipment 45.9 Intangible assets 2.2 Other assets 0.3 Total assets acquired 55.0 Accounts payable (0.5) Accrued expenses (2.2) Total liabilities assumed (2.7) Goodwill 7.4 Allocated purchase price $ 59.7 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | Property, plant and equipment include the following (in millions): Estimated Useful Life December 31, December 31, (years) 2017 2016 Machinery and equipment 5 - 30 $ 3.7 $ 3.0 Vehicles 3 - 5 2.6 0.2 Mechanical refrigeration units 30 17.1 16.0 NGL storage tanks 15 4.3 4.3 Workover rigs 5 - 20 174.9 73.8 Other property, plant and equipment 3 - 30 12.0 13.8 Property, plant and equipment 214.6 111.1 Less: accumulated depreciation (25.4) (8.7) Property, plant and equipment, net $ 189.2 $ 102.4 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets | |
Schedule of changes in carrying amount of goodwill | Changes in the carrying amount of goodwill were as follows (in millions): Amount Balance, December 31, 2015 $ — Acquired 1.6 Impaired — Balance, December 31, 2016 1.6 Acquired 7.4 Impaired — Balance, December 31, 2017 $ 9.0 |
Schedule of definite lived intangible assets | Definite lived intangible assets are comprised of the following (in millions): Estimated Useful Life December 31, December 31, (years) 2017 2016 Tradenames 3 $ 0.1 $ 0.1 Customer relationships 15 - 18 11.4 9.2 Less: accumulated amortization (0.7) (0.1) Intangible assets, net $ 10.8 $ 9.2 |
Schedule of aggregated amortization expense for future periods | Amortization expense for the future periods is expected to be as follows (in millions): As of December 31, Amount 2018 $ 0.6 2019 0.6 2020 0.6 2021 0.6 2022 0.6 Thereafter 7.8 $ 10.8 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Expenses | |
Schedule of accrued expenses | Accrued expenses include the following (in millions): December 31, December 31, 2017 2016 Accrued payables $ 4.8 $ 1.2 Accrued payroll 2.9 0.1 Accrued taxes 1.4 0.7 Accrued insurance 2.5 — Accrued expenses $ 11.6 $ 2.0 |
Prepaid Expenses and Other Cu33
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Prepaid Expenses and Other Current Assets | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets include the following (in millions): December 31, December 31, 2017 2016 Prepaid insurance $ 2.8 $ 0.3 Other current assets 2.9 1.1 Prepaid expenses and other current assets $ 5.7 $ 1.4 |
Capital Leases (Tables)
Capital Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Capital Leases | |
Schedule of aggregate future minimum lease payments under capital leases | Aggregate future minimum lease payments under capital leases are as follows (in millions): As of December 31, Total 2018 $ 8.3 2019 1.0 2020 0.7 2021 — Total future minimum lease payments 10.0 Less: amount representing interest (0.5) Present value of future minimum lease payments 9.5 Less: current portion of capital lease obligations (8.0) Total capital lease obligations, less current portion $ 1.5 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Long-Term Debt. | |
Schedule of long-term debt | Long‑term debt consists of the following (in millions): December 31, December 31, 2017 2016 Term loans $ — $ 7.1 Other long-term debt 7.0 — Revolver 0.1 5.0 Current portion of long-term debt (1.3) (2.3) Long term-debt, less current portion $ 5.8 $ 9.8 |
Equity Based Compensation and36
Equity Based Compensation and Profit Interests Awards (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity Based Compensation and Profit Interest Awards | |
summary of changes in the restricted shares outstanding | Weighted Average Weighted Average Grant Date Remaining Shares Fair Value Vesting Period Outstanding at January 1, 2016 — $ — — Granted — — — Forfeited — — — Outstanding at December 31, 2016 — — — Granted 10,000 9.43 2.9 years Forfeited — — — Outstanding at December 31, 2017 10,000 $ 9.43 2.9 years |
Well Services | Class C and D Units | |
Equity Based Compensation and Profit Interest Awards | |
Summary of unit activity | The following table summarizes the Class C and Class D unit activity for the years ended December 31, 2017, 2016 and 2015 (in millions): Class C units Class D units Equity-based Equity-based Compensation Liability Compensation Liability Awards Awards Awards Awards Outstanding at January 1, 2015 1.0 0.3 0.2 - Granted 1.0 0.4 0.1 0.1 Forfeited — — — — Outstanding at December 31, 2015 2.0 0.7 0.3 0.1 Granted (1) 0.5 0.2 0.4 0.2 Forfeited — — — — Outstanding at December 31, 2016 0.5 0.2 0.4 0.2 Granted 0.3 — 0.3 — Forfeited (0.2) — (0.3) — Outstanding at December 31, 2017 0.6 0.2 0.4 0.2 |
Schedule of assumptions used in the valuation and resulting grant date fair value | 2016 2017 Pre-Modification At Modification 2015 Period 5 years 5 years 5 years 5 years Dividend Yield — % — % — % — % Volatility 40 % 35 - 60 % 40 % 35 - 60 % Risk Free Rate 1.2 % 1.0 - 1.6 % 1.2 % 1.0 - 1.6 % |
Processing Solutions | Class B and C Units | |
Equity Based Compensation and Profit Interest Awards | |
Summary of unit activity | The following table summarizes the Class B and Class C unit activity for the years ended December 31, 2017, 2016 and 2015 (in millions): Class B Class C (1) Outstanding at January 1, 2015 1.0 — Granted — — Forfeited — — Outstanding at December 31, 2015 1.0 — Granted — — Forfeited (0.3) — Outstanding at December 31, 2016 0.7 — Granted 0.3 — Forfeited — — Outstanding at December 31, 2017 1.0 — (1) |
Schedule of assumptions used in the valuation and resulting grant date fair value | The following table presents the assumptions used in the valuation and resulting grant date fair value: Assumptions Period 2.8 years Dividend Yield — % Volatility 28.1 % Risk Free Rate 0.9 % |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes | |
Summary of reconciliation of the expected income tax expense on income (loss) before income taxes using the statutory federal income tax rate | A reconciliation of the expected income tax expense on income (loss) before income taxes using the statutory federal income tax rate of 35% for 2017 to income tax expense follows (in millions): December 31, 2017 Income (loss) before income taxes $ (26.9) Statutory rate 35.0 % Income tax expense (benefit) computed at statutory rate $ (9.4) Reconciling items State income taxes (benefit), net of federal tax benefit 0.2 Nontaxable income allocated to non-controlling interest 1.9 Nontaxable income allocated to predecessor 5.3 Change in rates 1.4 Valulation allowance 1.0 Income Tax expense (benefit) $ 0.4 |
Summary of tax effects of the cumulative temporary differences resulting in the net deferred income tax asset (liability) | The tax effects of the cumulative temporary differences resulting in the net deferred income tax asset (liability) are as follows (in millions): December 31, 2017 2016 Deferred income tax assets: Equity based compensation $ 0.3 $ — Net operating loss carryforward 6.2 — Total non-current deferred income tax asset 6.5 — Valuation allowance (2.3) — Net non-current deferred income tax asset 4.2 — Deferred income tax liabilities Investment in partnership (4.2) — Total non-current deferred income tax asset (liability) $ — $ — |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Loss Per Share | |
Schedule of basic and diluted loss per share | The following table presents the Company’s calculation of basic and diluted loss per share for the year ended December 31, 2017 (dollars in millions, except share and per share amounts): Year Ended December 31, 2017 Loss (numerator): Basic: Net loss attributable to Ranger Energy Services, Inc. $ (6.6) Less: Net loss attributable to Class B Common Stock — Net loss attributable to cClass A Common Stock (6.6) Diluted: Net loss attributable to Ranger Energy Services, Inc. $ (6.6) Less: Net loss attributable to Class B Common Stock — Net loss attributable to Class A Common Stock (6.6) Weighted average shares (denominator): Weighted average number of shares - basic 8,413,178 Weighted average number of shares - diluted 8,413,178 Basic loss per share $ (0.78) Diluted loss per share $ (0.78) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies. | |
Schedule of future minimum rental payments under operating leases | Future minimum rental payments as of December 31, 2017 required under these leases are as follows (in millions): Total 2018 $ 2.5 2019 2.4 2020 2.2 2021 1.1 2022 0.7 Thereafter 3.7 Total future minimum lease payments $ 12.6 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting | |
Schedule of segment information | Segment information for the years ended December 31, 2017, 2016, and 2015 and total assets as of December 31, 2017 and 2016 is as follows (in millions): Processing Other Well Services Solutions Total Year ended December 31, 2017 Revenues $ — $ 145.7 $ 8.3 $ 154.0 Cost of services $ — $ (123.2) $ (3.2) $ (126.4) Depreciation and amortization $ (0.3) $ (16.2) $ (1.3) $ (17.8) Impairment of goodwill $ — $ — $ — $ — Operating income (loss) $ (11.0) $ (10.5) $ 0.9 $ (20.6) Interest expense, net $ (5.2) $ (1.0) $ (0.1) $ (6.3) Net income (loss) $ (16.2) $ (11.9) $ 0.8 $ (27.3) Capital expenditures $ — $ 54.5 $ 1.5 $ 56.0 As of December 31, 2017 Property, plant and equipment $ 6.4 $ 157.4 $ 25.4 $ 189.2 Total assets $ 6.4 $ 225.1 $ 28.2 $ 259.7 Processing Other Well Services Solutions Total Year ended December 31, 2016 Revenues $ — $ 46.3 $ 6.5 $ 52.8 Cost of services $ — $ (36.7) $ (2.6) $ (39.3) Depreciation and amortization $ — $ (5.6) $ (1.0) $ (6.6) Impairment of goodwill $ — $ — $ — $ — Operating loss $ — $ (4.1) $ (0.4) $ (4.5) Interest expense, net $ — $ (0.4) $ (0.1) $ (0.5) Net loss $ — $ (4.5) $ (0.5) $ (5.0) Capital expenditures $ — $ 10.0 $ 2.2 $ 12.2 As of December 31, 2016 Property, plant and equipment $ — $ 79.5 $ 22.9 $ 102.4 Total assets $ — $ 107.9 $ 27.8 $ 135.7 Processing Other Well Services Solutions Total Year ended December 31, 2015 Revenues $ — $ 9.7 $ 11.5 $ 21.2 Cost of services $ — $ (8.2) $ (7.9) $ (16.1) Depreciation and amortization $ — $ (1.4) $ (0.7) $ (2.1) Impairment of goodwill $ — $ — $ (1.6) $ (1.6) Operating loss $ — $ (3.4) $ (3.0) $ (6.4) Interest expense, net $ — $ (0.1) $ (0.2) $ (0.3) Net loss $ — $ (3.6) $ (3.1) $ (6.7) Capital expenditures $ — $ 18.1 $ 8.7 $ 26.8 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) (Table) | 12 Months Ended |
Dec. 31, 2017 | |
Selected Quarterly Financial Data (Unaudited) | |
Summary of the unaudited quarterly statements | The following table summarizes the unaudited quarterly statements of the Company for 2017 and 2016 (in millions, except per share data): Three months ended March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 Total revenues $ 29.1 $ 33.7 $ 41.1 $ 50.1 Operating loss $ (5.7) $ (4.9) $ (4.8) $ (5.2) Net loss $ (6.2) $ (6.0) $ (9.5) $ (5.6) Net loss attributable to Ranger Energy Services, Inc. $ — $ — $ (3.5) $ (3.1) Basic net loss per share $ — $ — $ (0.42) $ (0.36) Diluted net loss per share $ — $ — $ (0.42) $ (0.36) Three months ended March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 Total revenues $ 4.8 $ 5.6 $ 16.1 $ 26.3 Operating income (loss) $ (1.3) $ (0.6) $ 0.3 $ (2.8) Net income (loss) $ (1.4) $ (0.7) $ 0.2 $ (3.0) Net loss attributable to Ranger Energy Services, Inc. $ — $ — $ — $ — Basic net loss per share $ — $ — $ — $ — Diluted net loss per share $ — $ — $ — $ — |
Organization and Business Ope42
Organization and Business Operations - Organization (Details) | Aug. 16, 2017item$ / shares |
ESCO | |
Organization and Business Operations | |
Number of well service rigs | item | 49 |
Class A Common Stock | |
Organization and Business Operations | |
Common stock par value (in dollars per share) | $ / shares | $ 0.01 |
Organization and Business Ope43
Organization and Business Operations - Reorganization (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 10, 2017 | Aug. 16, 2017 |
Class A Common Stock | ||
Reorganization | ||
Common stock par value (in dollars per share) | $ 0.01 | |
Master Reorganization Agreement | CSL Energy Holdings I, LLC and CSL Energy Holdings II, LLC | ||
Reorganization | ||
Payment made to CSL Holdings I and CSL Holdings II in exchange for equity interests contributed to the Company | $ 3 | |
Time period from consummation of the Offering in which payment is to be made to CSL Holdings I and CSL Holdings II | 18 months | |
Master Reorganization Agreement | Ranger Units | Ranger LLC | ||
Reorganization | ||
Number of Ranger Units received in exchange for the contribution of equity interests | 1,638,386 | |
Number of Ranger Units received in exchange for the contribution of the net proceeds received from the Offering to Ranger LLC | 5,862,069 | |
Master Reorganization Agreement | Class A Common Stock | ||
Reorganization | ||
Number of shares issued as consideration for the termination of certain loan agreements | 567,895 | |
Master Reorganization Agreement | Class A Common Stock | Ranger Holdings II and Torrent Holdings II | ||
Reorganization | ||
Number of shares issued in exchange for equity interests contributed | 1,638,386 | |
Master Reorganization Agreement | Class B Common Stock | Ranger Holdings and Torrent Holdings | ||
Reorganization | ||
Number of shares issued in exchange for equity interests contributed | 5,621,491 | |
Common stock par value (in dollars per share) | $ 0.01 | |
Master Reorganization Agreement | Ranger LLC | Ranger Units | ||
Reorganization | ||
Number of units issued in connection with the termination of certain loan agreements | 567,895 | |
Number of units issued to lenders in connection with the termination of certain loan agreements | 1,244,663 | |
Master Reorganization Agreement | Ranger LLC | Ranger Units | Ranger Holdings and Torrent Holdings | ||
Reorganization | ||
Number of units issued in exchange for membership interests contributed | 5,621,491 | |
Master Reorganization Agreement | Ranger LLC | Class B Common Stock | Ranger Units | Ranger Holdings and Torrent Holdings | ||
Reorganization | ||
Number of shares distributed for each unit held | 1 |
Organization and Business Ope44
Organization and Business Operations - IPO (Details) $ / shares in Units, $ in Millions | Aug. 16, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)Voteshares | Dec. 31, 2016USD ($) |
Initial Public Offering | |||
Net proceeds from initial public offering | $ 80.8 | ||
Repayments of long-term debt | $ 10.4 | 12 | $ 2.6 |
Payment of offering related costs | $ 3.9 | ||
Payment of cash bonuses to certain employees | 0.7 | ||
ESCO | |||
Initial Public Offering | |||
Cash consideration | $ 45.2 | ||
Class A Common Stock | |||
Initial Public Offering | |||
Number of vote per share | Vote | 1 | ||
Number of shares per vote | shares | 1 | ||
Class A Common Stock | ESCO | |||
Initial Public Offering | |||
Share price (in dollars per share) | $ / shares | $ 14.50 | ||
Class A Common Stock | IPO | |||
Initial Public Offering | |||
Stock issued (in shares) | shares | 5,862,069 | ||
Share price (in dollars per share) | $ / shares | $ 14.50 | ||
Gross proceeds from initial public offering | $ 85 | ||
Net proceeds from initial public offering | 80.8 | ||
Underwriting discounts and commissions | 4.2 | ||
Net proceeds from the initial public offering, after repayment of debt, funding of acquisition and other costs | 20.7 | ||
Payment of offering related costs | $ 3.9 | ||
Class B Common Stock | |||
Initial Public Offering | |||
Number of vote per share | Vote | 1 | ||
Number of shares per vote | shares | 1 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Other (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |||
Emerging growth company, annual revenue threshold | $ 1,070 | ||
Value of common stock that is held by non-affiliates, that must be in excess of, in determining whether the Company is deemed to be a large accelerated filer and whether the Company will remain an emerging growth company | 700 | ||
Value of non-convertible debt securities, in excess of, that was issued during the prior three-year period, in determining whether the Company will remain an emerging growth company | $ 1,000 | ||
Period for issuance of non-convertible debt securities in determining the threshold value of securities issued and whether the Company will remain an emerging growth company | 3 years | ||
Accounts receivable | |||
Allowance for doubtful accounts | $ 1.3 | $ 1.1 | |
Bad debt expense | 0.3 | 0.6 | $ 0.7 |
Goodwill | |||
Goodwill impairment | $ 0 | $ 0 | $ 1.6 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Tax Reform (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Tax reform | ||
U.S. federal statutory tax rate (as a percent) | 35.00% | |
Reduction in value of deferred tax assets and liabilities | $ 1.4 | |
Net effect on total tax expense | $ 0 | |
Forecast | ||
Tax reform | ||
U.S. federal statutory tax rate (as a percent) | 21.00% |
Immaterial Correction of an E47
Immaterial Correction of an Error (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Immaterial Correction of an Error | |||
Other long-term liabilities | $ 3.8 | $ 1.1 | |
Additional paid-in capital | 110.1 | ||
Liabilities | 64 | $ 23.1 | |
Equity | 103.7 | ||
Previously reported | |||
Immaterial Correction of an Error | |||
Other long-term liabilities | 0.8 | ||
Additional paid-in capital | 113.1 | ||
Adjustment | |||
Immaterial Correction of an Error | |||
Other long-term liabilities | 3 | ||
Additional paid-in capital | $ (3) | ||
Liabilities | $ 3 | ||
Equity | $ (3) |
Acquisitions (Details)
Acquisitions (Details) $ / shares in Units, $ in Millions | Aug. 16, 2017USD ($)item$ / shares | Oct. 03, 2016USD ($) | Jun. 24, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Purchase price allocation | ||||||
Goodwill | $ 9 | $ 1.6 | ||||
Supplemental Pro Form Information | ||||||
Revenue | 132.8 | |||||
Operating Loss | (31.3) | |||||
Net Loss | (33.3) | |||||
Magna | ||||||
Purchase Price | ||||||
Cash | $ 12.7 | |||||
Total purchase price | 12.7 | |||||
Purchase price allocation | ||||||
Cash | 1.2 | |||||
Accounts receivable | 3 | |||||
Prepaid expenses and other | 1.2 | |||||
Property, plant and equipment | 8.8 | |||||
Total assets acquired | 14.3 | |||||
Accounts payable | (1) | |||||
Accrued expenses | (0.6) | |||||
Total liabilities assumed | (1.6) | |||||
Net assets acquired/allocated purchase price | 12.7 | |||||
Goodwill | 0 | |||||
Business acquisition costs | 0.1 | |||||
Bayou | ||||||
Acquisitions | ||||||
Equity interest transferred (as a percent) | 35.00% | |||||
Purchase Price | ||||||
Cash | $ 17.5 | |||||
Equity issued | 33 | |||||
Total purchase price | 50.5 | |||||
Purchase price allocation | ||||||
Prepaid expenses and other | 0.5 | |||||
Total assets acquired | 52.7 | |||||
Accounts payable | (1.8) | |||||
Accrued expenses | (1) | |||||
Other long-term liabilities | (1) | |||||
Total liabilities assumed | (3.8) | |||||
Goodwill | 1.6 | |||||
Allocated purchase price | 50.5 | |||||
Business acquisition costs | 0.4 | |||||
ESCO | ||||||
Acquisitions | ||||||
Number of well service rigs | item | 49 | |||||
Purchase Price | ||||||
Cash | $ 47.7 | |||||
Equity issued | 5 | |||||
Secured Seller's Notes | 7 | |||||
Total purchase price | 59.7 | |||||
Purchase price allocation | ||||||
Accounts receivable | 6.6 | |||||
Property, plant and equipment | 45.9 | |||||
Intangibles | 2.2 | |||||
Other assets | 0.3 | |||||
Total assets acquired | 55 | |||||
Accounts payable | (0.5) | |||||
Accrued expenses | (2.2) | |||||
Total liabilities assumed | (2.7) | |||||
Goodwill | 7.4 | |||||
Allocated purchase price | 59.7 | |||||
Business acquisition costs | 1.2 | |||||
Supplemental Pro Form Information | ||||||
Revenue | 176.7 | $ 180.2 | ||||
Operating Loss | (22.6) | (58.1) | ||||
Net Loss | (29.5) | $ (62.2) | ||||
Revenue of acquiree | $ 14.1 | |||||
Magna and Bayou | ||||||
Supplemental Pro Form Information | ||||||
Revenue of acquiree | $ 28.4 | |||||
Class A Common Stock | ESCO | ||||||
Purchase Price | ||||||
Equity issued | $ 5 | |||||
Share price (in dollars per share) | $ / shares | $ 14.50 | |||||
Property, plant and equipment | Bayou | ||||||
Purchase price allocation | ||||||
Property, plant and equipment | 40 | |||||
Land | Bayou | ||||||
Purchase price allocation | ||||||
Property, plant and equipment | 0.6 | |||||
Building and site improvements | Bayou | ||||||
Purchase price allocation | ||||||
Property, plant and equipment | 2.3 | |||||
Tradenames | Magna | ||||||
Purchase price allocation | ||||||
Intangibles | $ 0.1 | |||||
Customer relationships | Bayou | ||||||
Purchase price allocation | ||||||
Intangibles | $ 9.3 |
Assets Held For Sale (Details)
Assets Held For Sale (Details) $ in Millions | Dec. 31, 2017USD ($) |
Mechanical Refrigerator Units and Stabilizers | |
Assets Held For Sale | |
Assets held for sale moved back into operating assets | $ 2.3 |
Wedge Units | |
Assets Held For Sale | |
Assets held for sale | $ 0.6 |
Property, Plant and Equipment50
Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment, Net | |||
Property, plant and equipment | $ 214.6 | $ 111.1 | |
Less: accumulated depreciation | (25.4) | (8.7) | |
Property, plant and equipment, net | 189.2 | 102.4 | |
Depreciation expense | 17.2 | 6.5 | $ 2.1 |
Machinery and equipment | |||
Property, Plant and Equipment, Net | |||
Property, plant and equipment | 3.7 | 3 | |
Vehicles | |||
Property, Plant and Equipment, Net | |||
Property, plant and equipment | $ 2.6 | 0.2 | |
Mechanical refrigeration units | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Life (years) | 30 years | ||
Property, plant and equipment | $ 17.1 | 16 | |
NGL storage tanks | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Life (years) | 15 years | ||
Property, plant and equipment | $ 4.3 | 4.3 | |
Workover rigs | |||
Property, Plant and Equipment, Net | |||
Property, plant and equipment | 174.9 | 73.8 | |
Other property, plant and equipment | |||
Property, Plant and Equipment, Net | |||
Property, plant and equipment | $ 12 | $ 13.8 | |
Minimum | Machinery and equipment | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Life (years) | 5 years | ||
Minimum | Vehicles | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Life (years) | 3 years | ||
Minimum | Workover rigs | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Life (years) | 5 years | ||
Minimum | Other property, plant and equipment | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Life (years) | 3 years | ||
Maximum | Machinery and equipment | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Life (years) | 30 years | ||
Maximum | Vehicles | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Life (years) | 5 years | ||
Maximum | Workover rigs | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Life (years) | 20 years | ||
Maximum | Other property, plant and equipment | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Life (years) | 30 years |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill | |||
Goodwill deductible for income tax purposes | $ 7.4 | ||
Changes in goodwill | |||
Goodwill, Beginning Balance | 1.6 | ||
Acquired | 7.4 | $ 1.6 | |
Impairment of goodwill | 0 | 0 | $ 1.6 |
Goodwill, Ending Balance | 9 | 1.6 | |
ESCO | |||
Changes in goodwill | |||
Acquired | $ 7.4 | ||
Bayou | |||
Changes in goodwill | |||
Acquired | $ 1.6 |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets - Intangibles (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible assets | |||
Less: accumulated amortization | $ (0.7) | $ (0.1) | |
Intangible assets, net | 10.8 | 9.2 | |
Amortization expense | 0.6 | 0.1 | $ 0 |
Tradenames | |||
Intangible assets | |||
Intangible assets, gross | $ 0.1 | 0.1 | |
Estimated Useful Life (years) | 3 years | ||
Customer relationships | |||
Intangible assets | |||
Intangible assets, gross | $ 11.4 | $ 9.2 | |
Minimum | Customer relationships | |||
Intangible assets | |||
Estimated Useful Life (years) | 15 years | ||
Maximum | Customer relationships | |||
Intangible assets | |||
Estimated Useful Life (years) | 18 years |
Goodwill and Intangible Asset53
Goodwill and Intangible Assets - Amortization (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Expected amortization expense for future periods | ||
2,018 | $ 0.6 | |
2,019 | 0.6 | |
2,020 | 0.6 | |
2,021 | 0.6 | |
2,022 | 0.6 | |
Thereafter | 7.8 | |
Intangible assets, net | $ 10.8 | $ 9.2 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Expenses | ||
Accrued payables | $ 4.8 | $ 1.2 |
Accrued payroll | 2.9 | 0.1 |
Accrued taxes | 1.4 | 0.7 |
Accrued insurance | 2.5 | |
Accrued expenses | $ 11.6 | $ 2 |
Prepaid Expenses and Other Cu55
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid Expenses and Other Current Assets | ||
Prepaid insurance | $ 2.8 | $ 0.3 |
Other current assets | 2.9 | 1.1 |
Prepaid expenses and other current assets | $ 5.7 | $ 1.4 |
Capital Leases (Details)
Capital Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Capital Leases | |||
Amortization of assets under capital leases | $ 1.9 | $ 0.5 | $ 0.3 |
Aggregate future minimum lease payments under capital leases | |||
2,018 | 8.3 | ||
2,019 | 1 | ||
2,020 | 0.7 | ||
Total future minimum lease payments | 10 | ||
Less: amount representing interest | (0.5) | ||
Present value of future minimum lease payments | 9.5 | ||
Less: current portion of capital lease obligations | (8) | (0.5) | |
Total capital lease obligations, less current portion | $ 1.5 | $ 0.3 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Millions | Aug. 16, 2017USD ($)item | Apr. 30, 2016USD ($) | Apr. 30, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 23, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2015USD ($) | Feb. 28, 2015USD ($) |
Long-Term Debt | |||||||||
Current portion of long-term debt | $ (1.3) | $ (2.3) | |||||||
Long-term debt, less current portion | 5.8 | 9.8 | |||||||
Repayments of debt | $ 10.4 | 12 | 2.6 | ||||||
Credit facility | |||||||||
Long-Term Debt | |||||||||
Maximum borrowings | 0.1 | ||||||||
Maximum borrowing capacity | 0.1 | ||||||||
ESCO | |||||||||
Long-Term Debt | |||||||||
Secured Seller's Notes | 7 | ||||||||
Senior Revolving Credit Facility | |||||||||
Long-Term Debt | |||||||||
Maximum borrowings | $ 50 | ||||||||
Percentage of eligible accounts receivable used in determining the borrowing base | 85.00% | ||||||||
Current borrowing capacity | $ 21.9 | ||||||||
Interest rate margin in event of default (as a percent) | 2.00% | ||||||||
Fixed charge coverage ratio requirement | 1 | ||||||||
Liquidity requirement that is used in determining whether the Company has to maintain a certain fixed charge coverage ratio | $ 10 | ||||||||
Time period in which the Company must maintain a certain level of liquidity | 30 days | ||||||||
Amount of qualified cash the Company must have in determining whether the Company is subject to a fixed charge coverage ratio requirement | $ 20 | ||||||||
Maximum borrowing capacity | 50 | ||||||||
Unamortized debt issuance costs | $ 0.7 | 0.7 | |||||||
Senior Revolving Credit Facility | Credit Facility Restrictions, clause (a) | |||||||||
Long-Term Debt | |||||||||
Measurement period of time used in the calculation of excess availability in determining any restrictions on the Company's ability to make distributions | 90 days | ||||||||
Percentage used in the calculation of excess availability in determining any restrictions on the Company's ability to make distributions | 22.50% | ||||||||
Amount used in the calculation of excess availability in determining any restrictions on the Company's ability to make distributions | $ 10 | ||||||||
Senior Revolving Credit Facility | Credit Facility Restrictions, clause (b) | |||||||||
Long-Term Debt | |||||||||
Fixed charge ratio used in the calculation in determining any restrictions on the Company's ability to make distributions | 1 | ||||||||
Measurement period of time used in the calculation of excess availability in determining any restrictions on the Company's ability to make distributions | 90 days | ||||||||
Percentage used in the calculation of excess availability in determining any restrictions on the Company's ability to make distributions | 17.50% | ||||||||
Amount used in the calculation of excess availability in determining any restrictions on the Company's ability to make distributions | $ 7 | ||||||||
Period of time from closing in determining when distributions can be made, if the threshold under clause (b) is met | 12 months | ||||||||
Fixed charge coverage ratio used in determining when distributions can be made, if the threshold under clause (b) is met | 1 | ||||||||
Number of quarters the fixed charge coverage ratio is required to be maintained | item | 2 | ||||||||
Seller's Notes | |||||||||
Long-Term Debt | |||||||||
Face amount of debt | $ 7 | ||||||||
Interest rate (as a percent) | 5.00% | ||||||||
Seller's Note Due August 2018 | |||||||||
Long-Term Debt | |||||||||
Face amount of debt | $ 1.2 | ||||||||
Seller's Note Due February 2019 | |||||||||
Long-Term Debt | |||||||||
Face amount of debt | $ 5.8 | ||||||||
Term Loan | |||||||||
Long-Term Debt | |||||||||
Long-term debt | 7.1 | ||||||||
Other Long-Term Debt | |||||||||
Long-Term Debt | |||||||||
Long-term debt | 7 | ||||||||
Revolver | |||||||||
Long-Term Debt | |||||||||
Long-term debt | 0.1 | 5 | |||||||
LIBOR Rate Loans | Senior Revolving Credit Facility | |||||||||
Long-Term Debt | |||||||||
Interest rate margin (as a percent) | 1.50% | ||||||||
LIBOR Rate Loans | Senior Revolving Credit Facility | Minimum | |||||||||
Long-Term Debt | |||||||||
Interest rate margin (as a percent) | 1.50% | ||||||||
LIBOR Rate Loans | Senior Revolving Credit Facility | Maximum | |||||||||
Long-Term Debt | |||||||||
Interest rate margin (as a percent) | 2.00% | ||||||||
Base Rate Loans | Senior Revolving Credit Facility | |||||||||
Long-Term Debt | |||||||||
Interest rate margin (as a percent) | 0.50% | ||||||||
Base Rate Loans | Senior Revolving Credit Facility | Minimum | |||||||||
Long-Term Debt | |||||||||
Interest rate margin (as a percent) | 0.50% | ||||||||
Base Rate Loans | Senior Revolving Credit Facility | Maximum | |||||||||
Long-Term Debt | |||||||||
Interest rate margin (as a percent) | 1.00% | ||||||||
Base Rate Loans | Senior Revolving Credit Facility | Federal Funds Rate | |||||||||
Long-Term Debt | |||||||||
Interest rate margin (as a percent) | 0.50% | ||||||||
Base Rate Loans | Senior Revolving Credit Facility | LIBOR | |||||||||
Long-Term Debt | |||||||||
Interest rate margin (as a percent) | 1.00% | ||||||||
Iberia Bank | Term Loan | |||||||||
Long-Term Debt | |||||||||
Long-term debt | 0 | 6.2 | |||||||
Face amount of debt | $ 7 | ||||||||
Number of monthly installments | 60 months | ||||||||
Iberia Bank | Revolver | |||||||||
Long-Term Debt | |||||||||
Long-term debt | 5 | ||||||||
Maximum borrowings | $ 5 | $ 2 | |||||||
Carrying value of assets used to secure debt | $ 107.9 | ||||||||
Interest rate (as a percent) | 4.12% | ||||||||
Maximum borrowing capacity | $ 5 | $ 2 | |||||||
Texas Capital Bank | Term Loan | |||||||||
Long-Term Debt | |||||||||
Long-term debt | $ 0 | $ 0.7 | |||||||
Maximum borrowings | $ 2 | ||||||||
Carrying value of assets used to secure debt | $ 27.8 | ||||||||
Interest rate (as a percent) | 5.75% | ||||||||
Maximum borrowing capacity | $ 2 | ||||||||
Benchmark Bank | Term Loan | |||||||||
Long-Term Debt | |||||||||
Long-term debt | $ 0.2 | $ 0.2 | |||||||
Face amount of debt | $ 0.6 | ||||||||
Carrying value of certificate of deposit used to secure debt | $ 0.2 | ||||||||
Interest rate (as a percent) | 4.50% | ||||||||
Repayments of debt | $ 0.4 |
Risk Concentrations (Details)
Risk Concentrations (Details) - Customer Concentration Risk - customer | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | |||
Customer Concentrations | |||
Number of customers | 2 | 2 | 2 |
Revenue | EOG Resources | |||
Customer Concentrations | |||
Concentration risk (as a percent) | 13.70% | 19.80% | 26.30% |
Revenue | PDC Energy | |||
Customer Concentrations | |||
Concentration risk (as a percent) | 15.60% | 19.20% | |
Revenue | Whiting | |||
Customer Concentrations | |||
Concentration risk (as a percent) | 42.00% | ||
Accounts Receivable | |||
Customer Concentrations | |||
Number of customers | 2 | 1 | |
Concentration risk (as a percent) | 20.30% | ||
Accounts Receivable | EOG Resources | |||
Customer Concentrations | |||
Concentration risk (as a percent) | 27.60% |
Equity Based Compensation and59
Equity Based Compensation and Profit Interest Awards - LTIP (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Aug. 10, 2017 | |
Restricted shares | ||
Long-term Incentive Plan | ||
Total value of grant | $ 100 | |
Maximum amortization of grant | 10 | |
Unrecognized expense | $ 100 | |
Number of units | ||
Granted | 10,000 | |
Outstanding at the end (in units) | 10,000 | |
Weighted average grant date fair value | ||
Granted | $ 9.43 | |
Outstanding at the end (in dollars per share) | $ 9.43 | |
Weighted average remaining vesting period | ||
Granted | 2 years 10 months 24 days | |
Outstanding (in years) | 2 years 10 months 24 days | |
Class A Common Stock | LTIP | ||
Long-term Incentive Plan | ||
Common shares reserved for issuance | 1,250,000 |
Equity Based Compensation and60
Equity Based Compensation and Profit Interest Awards - Other (Details) $ / shares in Units, $ in Millions | Oct. 03, 2016USD ($) | Oct. 02, 2016 | Dec. 31, 2017USD ($)item$ / sharesshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares |
Class B Unit | Processing Solutions | |||||
Equity Based Compensation and Profit Interest Awards | |||||
Weighted average unit price after modification (in dollars per share) | $ / shares | $ 0.27 | ||||
Grant date fair value of units | $ | $ 0.3 | ||||
Unit Activity | |||||
Outstanding at beginning of period (in units) | 700,000 | 1,000,000 | 1,000,000 | ||
Granted (in units) | 300,000 | ||||
Forfeited (in units) | (300,000) | ||||
Outstanding at end of period (units) | 1,000,000 | 700,000 | 1,000,000 | ||
Class C and D Units | Well Services | |||||
Equity Based Compensation and Profit Interest Awards | |||||
Voting rights | item | 0 | ||||
Vesting percentage of certain awards | 33.00% | ||||
Vesting period for certain awards | 3 years | ||||
Compensation expense | $ | $ 1.1 | $ 0.4 | $ 0 | ||
Grant date fair value of units at the date of modification | $ | $ 2.5 | ||||
Grants to specific employees, value | $ | 1.6 | ||||
Unrecognized compensation cost | $ | $ 1.3 | ||||
Unrecognized compensation cost, period for recognition | 2 years | ||||
Assumptions used in the valuation and resulting grant date fair value | |||||
Period | 5 years | 5 years | 5 years | 5 years | |
Volatility (as a percent) | 40.00% | 40.00% | |||
Volatility, minimum (as a percent) | 35.00% | 35.00% | |||
Volatility, maximum (as a percent) | 60.00% | 60.00% | |||
Risk Free Rate (as a percent) | 1.20% | 1.20% | |||
Risk Free Rate, minimum (as a percent) | 1.00% | 1.00% | |||
Risk Free Rate, maximum (as a percent) | 1.60% | 1.60% | |||
Class B and C Units | Processing Solutions | |||||
Equity Based Compensation and Profit Interest Awards | |||||
Voting rights | item | 0 | ||||
Vesting percentage | 25.00% | ||||
Compensation expense | $ | $ 0.1 | $ 0.1 | $ 0.1 | ||
Vesting period | 3 years | ||||
Vesting percentage upon occurrence of certain events | 25.00% | ||||
Unrecognized compensation cost | $ | $ 0.1 | ||||
Assumptions used in the valuation and resulting grant date fair value | |||||
Period | 2 years 9 months 18 days | ||||
Volatility (as a percent) | 28.10% | ||||
Risk Free Rate (as a percent) | 0.90% | ||||
Class C Unit | Well Services | |||||
Equity Based Compensation and Profit Interest Awards | |||||
Weighted average unit price after modification (in dollars per share) | $ / shares | $ 3.76 | ||||
Class C Unit | Processing Solutions | |||||
Equity Based Compensation and Profit Interest Awards | |||||
Weighted average unit price after modification (in dollars per share) | $ / shares | $ 39.70 | ||||
Grant date fair value of units | $ | $ 0.1 | ||||
Unit Activity | |||||
Outstanding at beginning of period (in units) | 2,000 | 2,000 | |||
Granted (in units) | |||||
Forfeited (in units) | |||||
Outstanding at end of period (units) | 2,000 | 2,000 | 2,000 | ||
Class C Unit, Equity-based Compensation Awards | Well Services | |||||
Unit Activity | |||||
Outstanding at beginning of period (in units) | 500,000 | 2,000,000 | 1,000,000 | ||
Granted (in units) | 300,000 | 500,000 | 1,000,000 | ||
Forfeited (in units) | (200,000) | ||||
Outstanding at end of period (units) | 600,000 | 500,000 | 2,000,000 | ||
Class C Unit Equity-based Liability Awards | Well Services | |||||
Unit Activity | |||||
Outstanding at beginning of period (in units) | 200,000 | 700,000 | 300,000 | ||
Granted (in units) | 200,000 | 400,000 | |||
Outstanding at end of period (units) | 200,000 | 200,000 | 700,000 | ||
Class D Unit | Well Services | |||||
Equity Based Compensation and Profit Interest Awards | |||||
Weighted average unit price after modification (in dollars per share) | $ / shares | $ 1.38 | ||||
Class D Unit Equity-based Compensation Awards | Well Services | |||||
Unit Activity | |||||
Outstanding at beginning of period (in units) | 400,000 | 300,000 | 200,000 | ||
Granted (in units) | 300,000 | 400,000 | 100,000 | ||
Forfeited (in units) | (300,000) | ||||
Outstanding at end of period (units) | 400,000 | 400,000 | 300,000 | ||
Class D Unit Equity-based Liability Awards | Well Services | |||||
Unit Activity | |||||
Outstanding at beginning of period (in units) | 200,000 | 100,000 | |||
Granted (in units) | 200,000 | 100,000 | |||
Outstanding at end of period (units) | 200,000 | 200,000 | 100,000 | ||
Ranger Holdings | Well Services | |||||
Equity Based Compensation and Profit Interest Awards | |||||
Ownership percentage of segment | 100.00% | ||||
Torrent Holdings | Processing Solutions | |||||
Equity Based Compensation and Profit Interest Awards | |||||
Ownership percentage of segment | 100.00% |
Income Taxes - Rates (Details)
Income Taxes - Rates (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes | ||
Effective federal income tax rate (as a percent) | 35.00% | 0.00% |
U.S. federal statutory tax rate (as a percent) | 35.00% |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of the expected income tax expense on income (loss) before income taxes using the statutory federal income tax rate | |||
Income (loss) before income taxes | $ (26,900) | $ (5,000) | $ (6,700) |
Statutory rate (as a percent) | 35.00% | ||
Effective federal income tax rate (as a percent) | 35.00% | 0.00% | |
Income tax expense (benefit) computed at statutory rate | $ (9,400) | ||
Reconciling items | |||
State income taxes (benefit), net of federal tax benefit | 200 | ||
Nontaxable income allocated to non-controlling interest | 1,900 | ||
Nontaxable income allocated to predecessor | 5,300 | ||
Change in rates | 1,400 | ||
Valuation allowance | 1,000 | ||
Income Tax expense (benefit) | $ 400 |
Income Taxes - Deferred Tax and
Income Taxes - Deferred Tax and NOL (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Deferred income tax assets: | |
Equity based compensation | $ 0.3 |
Net operating loss carryforward | 6.2 |
Total non-current deferred income tax asset | 6.5 |
Valuation allowance | (2.3) |
Net non-current deferred income tax asset | 4.2 |
Deferred income tax liabilities | |
Investment in partnership | (4.2) |
Net operating loss carryforwards | 6.2 |
Operating loss carryforwards, section 382 limited losses | 2.2 |
Operating loss carryforwards, non-section 382 limited losses | $ 4 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | |
Basic | |||
Net loss attributable to Ranger Energy Services, Inc. | $ (3.1) | $ (3.5) | $ (6.6) |
Diluted | |||
Net loss attributable to Ranger Energy Services, Inc. | $ (3.1) | $ (3.5) | $ (6.6) |
Weighted average shares (denominator): | |||
Weighted average number of shares - basic | 8,413,178 | ||
Weighted average number of shares - diluted | 8,413,178 | ||
Basic net loss per share (in dollars per share) | $ (0.36) | $ (0.42) | $ (0.78) |
Diluted net loss per share (in dollars per share) | $ (0.36) | $ (0.42) | $ (0.78) |
Class A Common Stock | |||
Basic | |||
Net loss attributable to Ranger Energy Services, Inc. | $ (6.6) | ||
Diluted | |||
Net loss attributable to Ranger Energy Services, Inc. | $ (6.6) | ||
Class B Common Stock | |||
Weighted average shares (denominator): | |||
Antidilutive Securities | 6,900,000 | ||
Restricted shares | |||
Weighted average shares (denominator): | |||
Antidilutive Securities | 20,000 |
Commitments and Contingencies65
Commitments and Contingencies (Details) $ in Millions | 1 Months Ended | 12 Months Ended |
Mar. 31, 2017USD ($)employee | Dec. 31, 2017USD ($)item | |
Total future minimum lease payments | ||
2,018 | $ 2.5 | |
2,019 | 2.4 | |
2,020 | 2.2 | |
2,021 | 1.1 | |
2,022 | 0.7 | |
Thereafter | 3.7 | |
Total future minimum lease payments | $ 12.6 | |
Purchase Obligations for Rigs | ||
Number of high-spec well service rigs acquired | item | 30 | |
Number of additional high-spec well service rigs to be acquired | item | 9 | |
Aggregate purchase price of rigs | $ 42.1 | |
Payments made | 4.5 | |
Purchase obligation due in 2018 | 37.6 | |
Amount included in accounts payable | 23.5 | |
Employee Severance | ||
Liability related to severance payments | $ 1 | |
Officer | ||
Employee Severance | ||
Number of employees terminated | employee | 1 | |
Severance payments | $ 0.7 | |
Minimum | ||
Operating Leases | ||
Renewal term | 1 year | |
Maximum | ||
Operating Leases | ||
Renewal term | 5 years |
Related Party Transactions - St
Related Party Transactions - Stockholders' Agreement (Details) | 12 Months Ended |
Dec. 31, 2017director | |
CSL | |
Related Party Transactions | |
Threshold for the number of board of directors which will determine in if the nomination rights will be proportionately increased or decreased | 8 |
CSL | Scenario One | |
Related Party Transactions | |
Number of board of directors allowed determined by the beneficial ownership interest in Ranger's common stock | 3 |
CSL | Scenario One | Minimum | |
Related Party Transactions | |
Percentage of beneficial ownership interest in Ranger's common stock used to determine the number of board of directors | 50.00% |
CSL | Scenario Two | |
Related Party Transactions | |
Number of board of directors allowed determined by the beneficial ownership interest in Ranger's common stock | 3 |
CSL | Scenario Two | Minimum | |
Related Party Transactions | |
Percentage of beneficial ownership interest in Ranger's common stock used to determine the number of board of directors | 30.00% |
CSL | Scenario Two | Maximum | |
Related Party Transactions | |
Percentage of beneficial ownership interest in Ranger's common stock used to determine the number of board of directors | 50.00% |
CSL | Scenario Three | |
Related Party Transactions | |
Number of board of directors allowed determined by the beneficial ownership interest in Ranger's common stock | 2 |
CSL | Scenario Three | Minimum | |
Related Party Transactions | |
Percentage of beneficial ownership interest in Ranger's common stock used to determine the number of board of directors | 20.00% |
CSL | Scenario Three | Maximum | |
Related Party Transactions | |
Percentage of beneficial ownership interest in Ranger's common stock used to determine the number of board of directors | 30.00% |
CSL | Scenario Four | |
Related Party Transactions | |
Number of board of directors allowed determined by the beneficial ownership interest in Ranger's common stock | 1 |
CSL | Scenario Four | Minimum | |
Related Party Transactions | |
Percentage of beneficial ownership interest in Ranger's common stock used to determine the number of board of directors | 10.00% |
CSL | Scenario Four | Maximum | |
Related Party Transactions | |
Percentage of beneficial ownership interest in Ranger's common stock used to determine the number of board of directors | 20.00% |
CSL | Scenario Five | |
Related Party Transactions | |
Number of board of directors allowed determined by the beneficial ownership interest in Ranger's common stock | 0 |
CSL | Scenario Five | Maximum | |
Related Party Transactions | |
Percentage of beneficial ownership interest in Ranger's common stock used to determine the number of board of directors | 10.00% |
Bayou Holdings | Scenario One | |
Related Party Transactions | |
Number of board of directors allowed determined by the beneficial ownership interest in Ranger's common stock | 2 |
Related Party Transactions - Em
Related Party Transactions - Employee Matters Agreement (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2016USD ($) | |
Related Party Transactions | |
Accounts payable, related party | $ 2.4 |
Bayou Parties | Employee Matters Agreement | |
Related Party Transactions | |
Related party transaction amount | 5.8 |
Accounts payable, related party | $ 2.4 |
Related Party Transactions - Re
Related Party Transactions - Redemption Rights (Details) | 12 Months Ended |
Dec. 31, 2017shares | |
Related Party Transactions | |
Redemption ratio, number of shares of Class A Common stock for each Ranger unit redeemed | 1 |
Related Party Transactions - Pa
Related Party Transactions - Payments, Acquisition and Debt (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2017 | Jun. 30, 2017 | May 31, 2017 | Apr. 30, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transactions | |||||||||
Accounts payable, related party | $ 2.4 | ||||||||
Liability payable | $ 3 | ||||||||
Increase in borrowings on related party debt | 21 | ||||||||
CSL and Board Members | |||||||||
Related Party Transactions | |||||||||
Related party expenses | 1.4 | $ 0.2 | $ 0.1 | ||||||
Accounts payable, related party | 0 | ||||||||
CSL | Allied Purchase Agreement | |||||||||
Related Party Transactions | |||||||||
Assets purchased from a related party | $ 4 | ||||||||
Ranger Bridge Loan | |||||||||
Related Party Transactions | |||||||||
Related party note payable | $ 21 | $ 17.1 | $ 12.1 | $ 11.1 | |||||
Carrying value of assets used to secure debt | $ 132.1 | ||||||||
Interest rate (as a percent) | 15.00% | ||||||||
Period after the consummation of an initial public offering that the debt may become due | 10 days | ||||||||
Percentage of the total amount advanced to be paid upon settlement | 125.00% | ||||||||
Increase in borrowings on related party debt | $ 3.9 | $ 2.5 | $ 2.5 | $ 1 | |||||
Ranger Bridge Loan | CSL Opportunities II | |||||||||
Related Party Transactions | |||||||||
Related party note payable | $ 4.4 | ||||||||
Ranger Bridge Loan | CSL Holdings II | |||||||||
Related Party Transactions | |||||||||
Related party note payable | 3.2 | ||||||||
Ranger Bridge Loan | Bayou Well Holdings Company, LLC | |||||||||
Related Party Transactions | |||||||||
Related party note payable | $ 3.6 |
Related Party Transactions - Ot
Related Party Transactions - Other (Details) $ in Millions | Aug. 16, 2017USD ($) |
TRA | |
Related Party Transactions | |
Percentage of net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that the Company is required to pay | 85.00% |
Percentage of net cash savings in U.S. federal, state and local income tax and franchise tax that the Company will retain | 15.00% |
Basis points (as a percent) | 0.015% |
Registration Rights Agreement | |
Registration Rights Agreement | |
Lock-up period | 180 days |
Period after closing of any underwritten offering of shares of Class A Common Stock in which the Company is not obligated to effect such a registration | 90 days |
Maximum value of registration of the Company's Class A common stock in which the Company is not obligated to effect any registration where such registration has been requested by holders of the Registrable Securities per the Registration Rights Agreement | $ 25 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting | |||||||||||
Number of reportable segments | segment | 2 | ||||||||||
Revenues | $ 50.1 | $ 41.1 | $ 33.7 | $ 29.1 | $ 26.3 | $ 16.1 | $ 5.6 | $ 4.8 | $ 154 | $ 52.8 | $ 21.2 |
Cost of services | (126.4) | (39.3) | (16.1) | ||||||||
Depreciation and amortization | (17.8) | (6.6) | (2.1) | ||||||||
Impairment of goodwill | 0 | 0 | (1.6) | ||||||||
Operating loss | (5.2) | (4.8) | (4.9) | (5.7) | (2.8) | 0.3 | (0.6) | (1.3) | (20.6) | (4.5) | (6.4) |
Interest expense, net | (6.3) | (0.5) | (0.3) | ||||||||
Net loss | (5.6) | $ (9.5) | $ (6) | $ (6.2) | (3) | $ 0.2 | $ (0.7) | $ (1.4) | (27.3) | (5) | (6.7) |
Capital expenditures | 56 | 12.2 | 26.8 | ||||||||
Property, plant and equipment | 189.2 | 102.4 | 189.2 | 102.4 | |||||||
Total assets | 259.7 | 135.7 | 259.7 | 135.7 | |||||||
Other | |||||||||||
Segment Reporting | |||||||||||
Depreciation and amortization | (0.3) | ||||||||||
Operating loss | (11) | ||||||||||
Interest expense, net | (5.2) | ||||||||||
Net loss | (16.2) | ||||||||||
Property, plant and equipment | 6.4 | 6.4 | |||||||||
Total assets | 6.4 | 6.4 | |||||||||
Well Services | |||||||||||
Segment Reporting | |||||||||||
Revenues | 145.7 | 46.3 | 9.7 | ||||||||
Cost of services | (123.2) | (36.7) | (8.2) | ||||||||
Depreciation and amortization | (16.2) | (5.6) | (1.4) | ||||||||
Operating loss | (10.5) | (4.1) | (3.4) | ||||||||
Interest expense, net | (1) | (0.4) | (0.1) | ||||||||
Net loss | (11.9) | (4.5) | (3.6) | ||||||||
Capital expenditures | 54.5 | 10 | 18.1 | ||||||||
Property, plant and equipment | 157.4 | 79.5 | 157.4 | 79.5 | |||||||
Total assets | 225.1 | 107.9 | 225.1 | 107.9 | |||||||
Processing Solutions | |||||||||||
Segment Reporting | |||||||||||
Revenues | 8.3 | 6.5 | 11.5 | ||||||||
Cost of services | (3.2) | (2.6) | (7.9) | ||||||||
Depreciation and amortization | (1.3) | (1) | (0.7) | ||||||||
Impairment of goodwill | (1.6) | ||||||||||
Operating loss | 0.9 | (0.4) | (3) | ||||||||
Interest expense, net | (0.1) | (0.1) | (0.2) | ||||||||
Net loss | 0.8 | (0.5) | (3.1) | ||||||||
Capital expenditures | 1.5 | 2.2 | $ 8.7 | ||||||||
Property, plant and equipment | 25.4 | 22.9 | 25.4 | 22.9 | |||||||
Total assets | $ 28.2 | $ 27.8 | $ 28.2 | $ 27.8 |
Selected Quarterly Financial 72
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Selected Quarterly Financial Data (Unaudited) | |||||||||||
Total revenues | $ 50.1 | $ 41.1 | $ 33.7 | $ 29.1 | $ 26.3 | $ 16.1 | $ 5.6 | $ 4.8 | $ 154 | $ 52.8 | $ 21.2 |
Operating income (loss) | (5.2) | (4.8) | (4.9) | (5.7) | (2.8) | 0.3 | (0.6) | (1.3) | (20.6) | (4.5) | (6.4) |
Net income (loss) | (5.6) | (9.5) | $ (6) | $ (6.2) | $ (3) | $ 0.2 | $ (0.7) | $ (1.4) | (27.3) | $ (5) | $ (6.7) |
Net loss attributable to Ranger Energy Services, Inc. | $ (3.1) | $ (3.5) | $ (6.6) | ||||||||
Basic net loss per share (in dollars per share) | $ (0.36) | $ (0.42) | $ (0.78) | ||||||||
Diluted net loss per share (in dollars per share) | $ (0.36) | $ (0.42) | $ (0.78) |
Valuation and Qualifying Acco73
Valuation and Qualifying Accounts (Unaudited) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts Receivable | ||
Valuation and Qualifying Accounts | ||
Balance at beginning of year | $ 1.1 | $ 0.7 |
Additions, charged to operations | 0.3 | 0.6 |
Deductions, written off | (0.1) | (0.2) |
Balance at end of year | 1.3 | $ 1.1 |
Deferred Tax Valuation Allowance | ||
Valuation and Qualifying Accounts | ||
Deductions, credited to operations | 2.3 | |
Balance at end of year | $ 2.3 |