Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 01, 2018 | |
Entity Registrant Name | Ranger Energy Services, Inc. | |
Entity Central Index Key | 1,699,039 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 8,900,792 | |
Class B Common Stock | ||
Entity Common Stock, Shares Outstanding | 6,866,154 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 1.1 | $ 5.3 |
Accounts receivable, net | 38.5 | 32.1 |
Unbilled revenues | 5.2 | 6 |
Prepaid expenses and other current assets | 6.5 | 5.7 |
Assets held for sale | 0.6 | 0.6 |
Total current assets | 51.9 | 49.7 |
Property, plant and equipment, net | 199.9 | 189.2 |
Goodwill | 0 | 9 |
Intangible assets, net | 10.6 | 10.8 |
Other assets | 0.1 | 1 |
Total assets | 262.5 | 259.7 |
Current liabilities | ||
Accounts payable | 34.5 | 32 |
Accrued expenses | 13.9 | 11.6 |
Capital lease obligations, current portion | 1.3 | 8 |
Long-term debt, current portion | 7 | 1.3 |
Total current liabilities | 56.7 | 52.9 |
Capital lease obligations, less current portion | 1.9 | 1.5 |
Long-term debt, less current portion | 14.9 | 5.8 |
Other long-term liabilities | 3.6 | 3.8 |
Total liabilities | 77.1 | 64 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity | ||
Preferred stock, $0.01 per share; 50,000,000 shares authorized, no shares issued or outstanding as of March 31, 2018 and December 31, 2017 | ||
Accumulated deficit | (12.5) | (6.6) |
Additional paid-in capital | 110.1 | 110.1 |
Total stockholders' equity | 97.8 | 103.7 |
Non-controlling interest | 87.6 | 92 |
Total stockholders' equity | 185.4 | 195.7 |
Total liabilities and stockholders' equity | 262.5 | 259.7 |
Class A Common Stock | ||
Stockholders' equity | ||
Common stock | 0.1 | 0.1 |
Class B Common Stock | ||
Stockholders' equity | ||
Common stock | $ 0.1 | $ 0.1 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock | Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 8,447,178 | 8,413,178 |
Common stock, shares outstanding | 8,447,178 | 8,413,178 |
Common Stock | Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,866,154 | 6,866,154 |
Common stock, shares outstanding | 6,866,154 | 6,866,154 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues | ||
Total revenues | $ 62.6 | $ 29.1 |
Cost of services (exclusive of depreciation and amortization shown separately): | ||
Total cost of services | 51.3 | 23.9 |
General and administrative | 7 | 7.3 |
Depreciation and amortization | 6.1 | 3.6 |
Impairment of goodwill | 9 | |
Total operating expenses | 73.4 | 34.8 |
Operating loss | (10.8) | (5.7) |
Other expenses | ||
Interest expense, net | (0.4) | (0.5) |
Total other expenses | (0.4) | (0.5) |
Loss before income tax expense | (11.2) | (6.2) |
Tax benefit | 0.9 | |
Net loss | (10.3) | (6.2) |
Less: Net loss attributable to the Predecessor | (6.2) | |
Less: Net loss attributable to non-controlling interests | (4.6) | |
Net loss attributable to Ranger Energy Services, Inc. | $ (5.7) | |
Loss per common share | ||
Basic (in dollars per share) | $ (0.68) | |
Diluted (in dollars per share) | $ (0.68) | |
Weighted average common shares outstanding | ||
Basic (in shares) | 8,423,445 | |
Diluted (in shares) | 8,423,445 | |
Well Services | ||
Revenues | ||
Total revenues | $ 59.7 | 27.3 |
Cost of services (exclusive of depreciation and amortization shown separately): | ||
Total cost of services | 49.9 | 23.2 |
Processing Solutions | ||
Revenues | ||
Total revenues | 2.9 | 1.8 |
Cost of services (exclusive of depreciation and amortization shown separately): | ||
Total cost of services | $ 1.4 | $ 0.7 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Cash Flows from Operating Activities | |||
Net loss | $ (10.3) | $ (6.2) | $ (6.2) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 6.1 | 3.6 | 3.6 |
Bad debt expense | 0.1 | 0.1 | |
Impairment of goodwill | 9 | ||
Equity based compensation | 0.2 | 0.4 | |
Loss on sale of property, plant and equipment | 0.7 | ||
Changes in operating assets and liabilities, net of effect of acquisitions | |||
Accounts receivable | (6.5) | (7.2) | |
Unbilled revenue | 0.7 | (0.5) | |
Prepaid expenses and other current assets | (0.8) | (0.1) | |
Other assets | 0.1 | (0.8) | |
Accounts payable | (1.2) | 1.9 | |
Accounts payable - related party | (2.4) | ||
Accrued expenses | 1 | 4.5 | |
Other long-term liabilities | (0.2) | (0.1) | |
Net cash used in operating activities | (1.1) | (6.8) | |
Cash Flows from Investing Activities | |||
Purchase of property, plant and equipment | (8.2) | (7.3) | |
Proceeds from sale of property, plant and equipment | 1.2 | ||
Acquisitions, net of cash received | (4) | ||
Net cash used in investing activities | (11) | (7.3) | |
Cash Flows from Financing Activities | |||
Borrowings under line of credit agreement | 15.6 | ||
Payments on long-term debt | (0.8) | ||
Borrowings on related party debt | 11.2 | ||
Principal payments on capital lease obligations | (7.7) | (0.1) | |
Contributions from parent | 4 | ||
Restricted cash | 0.2 | ||
Net cash provided by financing activities | 7.9 | 14.5 | |
(Decrease) Increase in Cash and Cash equivalents | (4.2) | 0.4 | |
Cash and Cash Equivalents, Beginning of Year | 5.3 | 1.6 | 1.6 |
Cash and Cash Equivalents, End of Year | 1.1 | 2 | $ 5.3 |
Supplemental Cash Flows Information | |||
Interest paid | (0.2) | (0.5) | |
Supplemental Disclosure of Noncash Investing and Financing Activity | |||
Non-cash capital expenditures | (5) | (4.5) | |
Non-cash additions to fixed assets through capital lease financing | $ (1.3) | $ (7.1) |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2018 | |
Organization and Business Operations | |
Organization and Business Operations | NOTE 1. ORGANIZATION AND BUSINESS OPERATION 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 Companies”) 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 condensed consolidated financial statements included in this quarterly report present (i) prior to August 16, 2017, the historical financial information of Ranger Services, Torrent Services, Magna and Bayou (collectively, the “Predecessor”), 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. 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 of Class A Common Stock, as a result of which: (i) Ranger Holdings II and Torrent Holdings II contributed certain of the equity interests in the Predecessor Companies, respectively, to the Company in exchange for an aggregate of 1,683,386 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 units in 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” and together with the Class A Common Stock, “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 which Ranger LLC 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. The foregoing transactions were undertaken in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof. As a result of these transactions, Ranger LLC became a subsidiary of the Company and the Predecessor Companies became wholly owned subsidiaries of Ranger LLC. 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 $77.0 million, after deducting $4.2 million of underwriting discounts and commissions and $3.9 million of costs related to the Offering. These net proceeds were used to pay off the remainder of its long term debt of $10.4 million, fund $45.2 million for the cash portion of the ESCO Acquisition and pay $0.7 million for cash bonuses to certain employees. The remaining $20.7 million of net proceeds were used to fund capital expenditures and general business expenses. 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, well testing, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The condensed balance sheet as of December 31, 2017 has been derived from audited financial statements, and the unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and the Securities and Exchange Commission’s (the “SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly certain notes and other information have been condensed or omitted. The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the results of operations for the interim periods. These interim financial statements, should be read in conjunction with the consolidated financial statements and related notes for the years ended December 31, 2017 and 2016, included in the Annual Report filed on Form 10-K for the year ended December 31, 2017 (the “Annual Report”) filed with the SEC on March 13, 2018. Interim results for the periods presented may not be indicative of results that will be realized for future periods. Financial statements for periods prior to the Offering on August 16, 2017, represent the combined consolidated financial statements of the Predecessor. Financial statements for periods subsequent to the Offering reflect the consolidated financial statements of the Company. Significant Accounting Policies The Company’s significant accounting policies are disclosed in Note 2 of the consolidated financial statements for the years ended December 31, 2017 and 2016 included in the Annual Report filed with the SEC on March 13, 2018. There have been no changes in such policies or the application of such policies during the three months ended March 31, 2018 except as discussed in Note 3 – Revenue from Contracts with Customers. 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: · Depreciation and amortization of property, plant and equipment and intangible assets; · Impairment of property, plant and equipment, goodwill and intangible assets; · Allowance for doubtful accounts; · Fair value of assets acquired and liabilities assumed in an acquisition; and · Equity‑based compensation. 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 the Company’s 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. New Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 is in the initial stages of evaluating the effect of the standard on the 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 doesn’t expect this to have a material impact to 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 adopted the new guidance on the effective date of January 1, 2018 and noted no material impact on the 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. The Company adopted for our annual and interim goodwill impairment testing as of January 1, 2018. The ASU impacted how the Company tests goodwill for impairment as it eliminates the second step of the goodwill impairment test thus effectively calculating impairment loss based on the difference between the carrying value and estimated fair value of the reporting units. |
Revenue From Contracts With Cus
Revenue From Contracts With Customers | 3 Months Ended |
Mar. 31, 2018 | |
Revenue From Contracts With Customers | |
Revenue From Contracts With Customers | NOTE 3. REVENUE FROM CONTRACTS WITH CUSTOMERS Effective January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective method. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaborative arrangements and financial instruments. Under ASC 606, an entity recognizes revenue when it transfers control of the promised goods or services to its customer, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. If control transfers to the customer over time, an entity selects a method to measure progress that is consistent with the objective of depicting its performance. The provisions of ASC 606 were applied to contracts not completed at January 1, 2018. There was no impact upon adoption of ASC 606. As a result no disclosure of the impact for each financial statement line items is applicable. In determining the appropriate amount of revenue to be recognized as the Company fulfills the obligations under the its contracts with customers, the following steps must be performed at contract inception: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Well Services segment consists primarily of maintenance services, workover services, completion services and plugging and abandonment services. These services are based on mutually agreed upon pricing with the customer prior to the services being performed, and given the nature of the services, do not include any warranty and right of return. Pricing for these services are by the hour or by the day when services are performed and are based on the nature of the specific job, with consideration for the extent of equipment, labor, and consumables needed for the job. Accordingly, the hourly and daily pricing is considered to be variable consideration. The Processing Solutions segment consists primarily of equipment rentals, operations and maintenance services and mobilization services. These services are based on mutually agreed upon pricing with the customer prior to the services being performed, and given the nature of the services, do not include any warranty and right of return. Pricing for equipment rentals is based on fixed monthly service fees whereas pricing for operations and maintenance services and mobilization services are by the hour or by the day when services are performed and are based on the nature of the specific job, with consideration for the extent of equipment, labor, and consumables needed for the job. Accordingly, the hourly and daily pricing is considered to be variable consideration. We satisfy our performance obligation over time as the services are performed. The Company believes the output method is a reasonable measure of progress for the satisfaction of our performance obligations, which are satisfied over time, as it provides a faithful depiction of (1) our performance toward complete satisfaction of the performance obligation under the contract and (2) the value transferred to the customer of the services performed under the contract. The Company has elected the right to invoice practical expedient for recognizing revenue. The Company invoices customers upon completion of the specified services and collection generally occurs within the payment terms agreed with customers. Accordingly, there is no financing component to our arrangements with customers. Taxes assessed on well services and processing solutions revenue transactions are presented on a net basis included within the consolidated statements of operations and therefore are excluded from revenues. Disaggregated Revenue The following table summarizes our disaggregated revenues for the three months ended March 31, 2018 and 2017 (in millions): March 31, March 31, 2018 2017 Well Services revenue Workover rigs revenue $ 37.6 $ 21.8 Other well services revenue 22.1 5.5 Total Well Services revenue 59.7 27.3 Processing Solutions revenue 2.9 1.8 Total Revenue $ 62.6 $ 29.1 Contract Balances Contract assets representing the Company’s rights to consideration for work completed but not billed amounted to $5.2 million as of March 31, 2018 and $6.0 million as of December 31, 2017, respectively. Substantially all of the unbilled trade receivables as of December 31, 2017 were invoiced during the three months ended March 31, 2018. The Company does not have any contract liabilities included in the consolidated balance sheet as of March 31, 2018 and December 31, 2017. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2018 | |
Acquisitions | |
Acquisitions | NOTE 4. ACQUISITIONS ESCO Acquisition On August 16, 2017, Ranger LLC acquired 49 high-spec well service rigs, certain ancillary equipment and certain of its liabilities (the “ESCO Acquisition”). In connection with the closing of the 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 exceeded the approximated fair value of assets acquired and liabilities assumed. The following information below represents the purchase price 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 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 The following is supplemental pro-forma revenue, operating loss, and net loss had the ESCO Acquisition occurred as of January 1, 2017. (in millions): Three Months Ended March 31, 2018 2017 Supplemental Pro Forma: Revenue $ 62.6 $ 38.2 Operating Loss $ (10.8) $ (7.5) Net Loss $ (10.3) $ (8.0) 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 the ESCO Acquisition assets since January 1, 2017. The Company reported revenue during the three months ended March 31, 2018 that included $9.6 million generated from the assets acquired in connection with the ESCO Acquisition. MVCI Acquisition On January 31, 2018, the Company closed on the acquisition of MVCI Energy Services (“MVCI Acquisition”) for total consideration of $4.0 million in cash. The MVCI Acquisition assets were primarily engaged in well testing services for its customers. The MVCI Acquisition is being accounted for as a business combination. The Company is currently in the process of evaluating the preliminary purchase allocation. The Pro forma results of operations for the MVCI Acquisition is not presented because the pro forma effects, individually and in the aggregate, are not material to the Company’s consolidated results of operations. |
Assets Held For Sale
Assets Held For Sale | 3 Months Ended |
Mar. 31, 2018 | |
Assets Held For Sale | |
Assets Held For Sale | NOTE 5. ASSETS HELD FOR SALE The Company has decided to market and sell non‑core rental fleet assets. The units consist of wedge units which are classified as held for sale due to the fact that they are specifically identified, and management has a plan for their sale in their present condition to occur in the next year. The wedge units are recorded on the consolidated financial statement with a balance of $0.6 million and are 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 | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | NOTE 6. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment include the following (in millions): Estimated Useful Life March 31, December 31, (years) 2018 2017 Machinery and equipment 5 - 30 $ 3.7 $ 3.7 Vehicles 3 - 5 2.7 2.6 Mechanical refrigeration units 30 17.2 17.1 NGL storage tanks 15 4.3 4.3 Workover rigs 5 - 20 188.7 174.9 Other property, plant and equipment 3 - 30 14.1 12.0 Property, plant and equipment 230.7 214.6 Less: accumulated depreciation (30.8) (25.4) Property, plant and equipment, net $ 199.9 $ 189.2 Depreciation expense was $5.9 million and $3.5 million for the three months ended March 31, 2018 and 2017, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | NOTE 7. GOODWILL AND INTANGIBLE ASSETS Goodwill was $9.0 million as of December 31, 2017. During the three months ended March 31, 2018 the Company identified a triggering event as it relates to goodwill as a result of a sustained decrease in stock price of the Company. As a result, the Company performed a quantitative impairment test which yielded an impairment charge. The Company recorded an impairment of goodwill of $9.0 million. As of March 31, 2018 there is no goodwill on the Company's consolidated balance sheet. During the quarter ended March 31, 2018, the Company had nonrecurring 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. Definite lived intangible assets are comprised of the following (in millions): Estimated Useful Life March 31, December 31, (years) 2018 2017 Tradenames 3 $ 0.1 $ 0.1 Customer relationships 10 - 18 11.4 11.4 Less: accumulated amortization (0.9) (0.7) Intangible assets, net $ 10.6 $ 10.8 Amortization expense was $0.2 and $0.1 million for the three months ended March 31, 2018 and 2017, respectively. Amortization expense for the future periods is expected to be as follows (in millions): For the period ending March 31, Amount 2018 $ 0.6 2019 0.8 2020 0.7 2021 0.7 2022 0.7 Thereafter 7.1 $ 10.6 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2018 | |
Accrued Expenses | |
Accrued Expenses | NOTE 8. ACCRUED EXPENSES Accrued expenses include the following (in millions): March 31, December 31, 2018 2017 Accrued payables $ 6.6 $ 4.8 Accrued payroll 4.9 2.9 Accrued taxes 1.3 1.4 Accrued insurance 1.1 2.5 Accrued expenses $ 13.9 $ 11.6 |
Capital Leases
Capital Leases | 3 Months Ended |
Mar. 31, 2018 | |
Capital Leases | |
Capital Leases | NOTE 9. CAPITAL LEASES The Company leases certain assets under capital leases which expire at various dates through 2022. 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 $0.4 million and $0.2 million for the three months ended March 31, 2018 and 2017, respectively. Aggregate future minimum lease payments under capital leases are as follows (in millions): For the period ending March 31, Total 2018 $ 1.3 2019 1.3 2020 1.0 2021 0.1 2022 — Total future minimum lease payments 3.7 Less: amount representing interest (0.5) Present value of future minimum lease payments 3.2 Less: current portion of capital lease obligations (1.3) Total capital lease obligations, less current portion $ 1.9 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2018 | |
Long-Term Debt. | |
Long-Term Debt | NOTE 10. LONG‑TERM DEBT Long‑term debt consists of the following (in millions): March 31, December 31, 2018 2017 Other long-term debt $ 7.0 $ 7.0 Revolver 14.9 0.1 Current portion of long-term debt (7.0) (1.3) Long term-debt, less current portion $ 14.9 $ 5.8 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 based upon a percentage of the value of the Company’s 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 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 2.00% and the applicable margin for Base Rate loans ranges from 0.50% to 1.00%, 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 2.00% 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, its 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 the 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) 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, 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 its obligations thereunder unless no event of default exists or would result therefrom and the Company has 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 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 the Company’s 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 March 31, 2018, the Company has borrowed $15.6 million under the Credit Facility. The Company has a total borrowing capacity of approximately $31.7 million under the Credit Facility, with approximately $16.1 available as of March 31, 2018. The Company is in compliance with the Credit Facility covenants as of March 31, 2018. The Company capitalized fees of $0.7 million associated with the Credit Facility described above, which are included on the unaudited interim condensed consolidated balance sheets as a discount to the long term debt, and will amortize these fees over the life of the Credit Facility. Unamortized debt issuance costs as of March 31, 2018 totals $0.7 million. |
Risk Concentrations
Risk Concentrations | 3 Months Ended |
Mar. 31, 2018 | |
Risk Concentrations | |
Risk Concentrations | NOTE 11. RISK CONCENTRATIONS Customer Concentrations For the three months ended March 31, 2018, two customers (EOG Resources and PDC Energy—Well Services segment) accounted for approximately 21% and 7%, respectively, of the Company’s total revenues. At March 31, 2018, approximately 23% of the accounts receivable balance was due from these customers. For the three months ended March 31, 2017, two customers (EOG Resources and PDC Energy—Well Services segment) accounted for approximately 16% and 25%, respectively, of the Company’s total revenues. At March 31, 2017, approximately 23% of the accounts receivable balance was due from these customers. |
Equity Based Compensation and P
Equity Based Compensation and Profit Interest Awards | 3 Months Ended |
Mar. 31, 2018 | |
Equity Based Compensation and Profit Interest Awards | |
Equity Based Compensation and Profit Interest Awards | NOTE 12. EQUITY BASED COMPENSATION AND PROFIT INTERESTS AWARDS Long-term Incentive Plan On August 10, 2017, the board of directors 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) nonstatutory 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 of directors or an alternative committee appointed by the board of directors. As of March 31, 2018 there have been 34,000 restricted shares granted under the LTIP. During the three months ended March 31, 2018 there were 24,000 restricted shares issued. The total value at grant date was $0.2 million. During the three months ended March 31, 2018, there was less than $10,000 of amortization and $ 0.3 million of unrecognized expense. The following table summarizes the changes in the restricted shares outstanding for the three months ended March 31, 2018: Weighted Average Weighted Average Grant Date Remaining Shares Fair Value Vesting Period Outstanding at December 31, 2017 10,000 9.43 2.7 years Granted 24,000 8.14 3.0 years Outstanding at March 31, 2018 34,000 $ 8.52 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. The Company has not recognized a liability or recognized any compensation expense for these liability‑classified awards in the accompanying unaudited condensed 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. During the three months ended March 31, 2018 and 2017, the Company recognized compensation expense of $0.2 million and $0.3 million, respectively. The total unrecognized compensation cost related to unvested awards at March 31, 2018 is $1.0 million and is expected to be recognized over the next two years. 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. Compensation expense is recognized on a straight‑line basis over the requisite service period. During the three months ended March 31, 2018 and 2017, the Company recognized compensation expense of less than $0.1 million. The total unrecognized compensation cost related to unvested awards at March 31, 2018 is less than $0.1 million and is expected to be recognized in 2018. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Taxes | |
Income Taxes | NOTE 13. INCOME TAXES 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 condensed consolidated financial statements. The effective U.S. federal income tax rate applicable to the Company for the three months ended March 31, 2018 and 2017 was 7.7% and 0.0%, respec tively . Total income tax expense for the three months ended March 31, 2018 differed from amounts computed by applying the U.S. federal statutory tax rate of 21% due primarily to state taxes and changes in the valuation allowance recorded against deferred tax assets. The Company is subject to the Texas Margin Tax that requires tax payments at a maximum statutory effective rate of 0.75% on the taxable margin of each taxable entity that does business in Texas. 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. |
Non-Controlling Interests
Non-Controlling Interests | 3 Months Ended |
Mar. 31, 2018 | |
Non-Controlling Interests | |
Non-Controlling Interests | NOTE 14. 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 three months ended March 31, 2018, 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 | 3 Months Ended |
Mar. 31, 2018 | |
Loss Per Share | |
Loss Per Share | NOTE 15. LOSS PER SHARE Loss per share is based on the amount of loss 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 three months ended March 31, 2018 (dollars in millions, except share and per share amounts): Three Months Ended March 31, 2018 Loss (numerator): Basic: Net loss attributable to Ranger Energy Services, Inc. $ (5.7) Less: Net loss attributable to Class B Common Stock — Net loss attributable to Class A Common Stock (5.7) Diluted: Net loss attributable to Ranger Energy Services, Inc. $ (5.7) Less: Net loss attributable to Class B Common Stock — Net loss attributable to Class A Common Stock (5.7) Weighted average shares (denominator): Weighted average number of shares - basic 8,423,445 Weighted average number of shares - diluted 8,423,445 Basic loss per share $ (0.68) Diluted loss per share $ (0.68) For the periods presented, the Company excluded 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 | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies. | |
Commitments and Contingencies | NOTE 16. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company is involved in various legal matters arising in the normal course of business. The Company does not believe that the ultimate resolution of these currently pending matters will have a material adverse effect on its condensed consolidated financial position or results of operations. Employee Severance During 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, Ranger Services severed other officers and employees. As of March 31, 2018, Ranger Services has $0.7 million of severance liability recorded in the accompanying condensed consolidated financial statements. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting | |
Segment Reporting | NOTE 17. SEGMENT REPORTING The Company’s operations are all located in the United States and organized into two reportable segments: Well Services and Processing Solutions. The Company’s reportable segments comprise the structure used by its Chief Operating Decision Maker (“CODM”) to make key operating decisions and assess performance during the years presented in the accompanying condensed consolidated financial statements. The Company’s 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. The Company provides 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. The Company’s well service rigs are designed to support growing U.S. horizontal well demands. 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. 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. Other. 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 well 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, therefore there were no such costs or assets Segment information as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017 is as follows (in millions): Processing Other Well Services Solutions Total Three months ended March 31, 2018 Revenues $ — $ 59.7 $ 2.9 $ 62.6 Cost of services $ — $ 49.9 $ 1.4 $ 51.3 Depreciation and amortization $ 0.2 $ 5.6 $ 0.3 $ 6.1 Impairment of goodwill $ — $ 9.0 $ — $ 9.0 Operating income (loss) $ (6.5) $ (4.8) $ 0.5 $ (10.8) Interest expense, net $ (0.4) $ — $ — $ (0.4) Net income (loss) $ (7.1) $ (3.7) $ 0.5 $ (10.3) Capital expenditures $ — $ 10.1 $ 2.2 $ 12.3 As of March 31, 2018 Property, plant and equipment $ 6.3 $ 166.2 $ 27.4 $ 199.9 Total assets $ 6.3 $ 226.3 $ 29.9 $ 262.5 Processing Other Well Services Solutions Total Three months ended March 31, 2017 Revenues $ — $ 27.3 $ 1.8 $ 29.1 Cost of services $ — $ 23.2 $ 0.7 $ 23.9 Depreciation and amortization $ — $ 3.3 $ 0.3 $ 3.6 Impairment of goodwill $ — $ — $ — $ — Operating income (loss) $ — $ (5.9) $ 0.2 $ (5.7) Interest expense, net $ — $ (0.5) $ — $ (0.5) Net income (loss) $ — $ (6.4) $ 0.2 $ (6.2) Capital expenditures $ — $ 11.7 $ 0.1 $ 11.8 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 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The condensed balance sheet as of December 31, 2017 has been derived from audited financial statements, and the unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and the Securities and Exchange Commission’s (the “SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly certain notes and other information have been condensed or omitted. The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the results of operations for the interim periods. These interim financial statements, should be read in conjunction with the consolidated financial statements and related notes for the years ended December 31, 2017 and 2016, included in the Annual Report filed on Form 10-K for the year ended December 31, 2017 (the “Annual Report”) filed with the SEC on March 13, 2018. Interim results for the periods presented may not be indicative of results that will be realized for future periods. Financial statements for periods prior to the Offering on August 16, 2017, represent the combined consolidated financial statements of the Predecessor. Financial statements for periods subsequent to the Offering reflect the consolidated financial statements of the Company. |
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: · Depreciation and amortization of property, plant and equipment and intangible assets; · Impairment of property, plant and equipment, goodwill and intangible assets; · Allowance for doubtful accounts; · Fair value of assets acquired and liabilities assumed in an acquisition; and · Equity‑based compensation. |
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 the Company’s 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. |
New Accounting Pronouncements | New Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 is in the initial stages of evaluating the effect of the standard on the 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 doesn’t expect this to have a material impact to 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 adopted the new guidance on the effective date of January 1, 2018 and noted no material impact on the 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. The Company adopted for our annual and interim goodwill impairment testing as of January 1, 2018. The ASU impacted how the Company tests goodwill for impairment as it eliminates the second step of the goodwill impairment test thus effectively calculating impairment loss based on the difference between the carrying value and estimated fair value of the reporting units. |
Revenue From Contracts With C24
Revenue From Contracts With Customers (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue From Contracts With Customers | |
Schedule of disaggregation of revenues | The following table summarizes our disaggregated revenues for the three months ended March 31, 2018 and 2017 (in millions): March 31, March 31, 2018 2017 Well Services revenue Workover rigs revenue $ 37.6 $ 21.8 Other well services revenue 22.1 5.5 Total Well Services revenue 59.7 27.3 Processing Solutions revenue 2.9 1.8 Total Revenue $ 62.6 $ 29.1 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Acquisitions | |
Summary of purchase price and purchase price allocation | The following information below represents the purchase price 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 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 |
Schedule of pro forma information | The following is supplemental pro-forma revenue, operating loss, and net loss had the ESCO Acquisition occurred as of January 1, 2017. (in millions): Three Months Ended March 31, 2018 2017 Supplemental Pro Forma: Revenue $ 62.6 $ 38.2 Operating Loss $ (10.8) $ (7.5) Net Loss $ (10.3) $ (8.0) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | Property, plant and equipment include the following (in millions): Estimated Useful Life March 31, December 31, (years) 2018 2017 Machinery and equipment 5 - 30 $ 3.7 $ 3.7 Vehicles 3 - 5 2.7 2.6 Mechanical refrigeration units 30 17.2 17.1 NGL storage tanks 15 4.3 4.3 Workover rigs 5 - 20 188.7 174.9 Other property, plant and equipment 3 - 30 14.1 12.0 Property, plant and equipment 230.7 214.6 Less: accumulated depreciation (30.8) (25.4) Property, plant and equipment, net $ 199.9 $ 189.2 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets | |
Schedule of definite lived intangible assets | During the quarter ended March 31, 2018, the Company had nonrecurring 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. Definite lived intangible assets are comprised of the following (in millions): Estimated Useful Life March 31, December 31, (years) 2018 2017 Tradenames 3 $ 0.1 $ 0.1 Customer relationships 10 - 18 11.4 11.4 Less: accumulated amortization (0.9) (0.7) Intangible assets, net $ 10.6 $ 10.8 |
Schedule of aggregated amortization expense for future periods | Amortization expense for the future periods is expected to be as follows (in millions): For the period ending March 31, Amount 2018 $ 0.6 2019 0.8 2020 0.7 2021 0.7 2022 0.7 Thereafter 7.1 $ 10.6 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accrued Expenses | |
Schedule of accrued expenses | Accrued expenses include the following (in millions): March 31, December 31, 2018 2017 Accrued payables $ 6.6 $ 4.8 Accrued payroll 4.9 2.9 Accrued taxes 1.3 1.4 Accrued insurance 1.1 2.5 Accrued expenses $ 13.9 $ 11.6 |
Capital Leases (Tables)
Capital Leases (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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): For the period ending March 31, Total 2018 $ 1.3 2019 1.3 2020 1.0 2021 0.1 2022 — Total future minimum lease payments 3.7 Less: amount representing interest (0.5) Present value of future minimum lease payments 3.2 Less: current portion of capital lease obligations (1.3) Total capital lease obligations, less current portion $ 1.9 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Long-Term Debt. | |
Schedule of long-term debt | Long‑term debt consists of the following (in millions): March 31, December 31, 2018 2017 Other long-term debt $ 7.0 $ 7.0 Revolver 14.9 0.1 Current portion of long-term debt (7.0) (1.3) Long term-debt, less current portion $ 14.9 $ 5.8 |
Equity Based Compensation and31
Equity Based Compensation and Profit Interests Awards (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 December 31, 2017 10,000 9.43 2.7 years Granted 24,000 8.14 3.0 years Outstanding at March 31, 2018 34,000 $ 8.52 2.9 years |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Loss Per Share | |
Schedule of basic and diluted loss per share | 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 three months ended March 31, 2018 (dollars in millions, except share and per share amounts): Three Months Ended March 31, 2018 Loss (numerator): Basic: Net loss attributable to Ranger Energy Services, Inc. $ (5.7) Less: Net loss attributable to Class B Common Stock — Net loss attributable to Class A Common Stock (5.7) Diluted: Net loss attributable to Ranger Energy Services, Inc. $ (5.7) Less: Net loss attributable to Class B Common Stock — Net loss attributable to Class A Common Stock (5.7) Weighted average shares (denominator): Weighted average number of shares - basic 8,423,445 Weighted average number of shares - diluted 8,423,445 Basic loss per share $ (0.68) Diluted loss per share $ (0.68) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting | |
Schedule of segment information | Segment information as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017 is as follows (in millions): Processing Other Well Services Solutions Total Three months ended March 31, 2018 Revenues $ — $ 59.7 $ 2.9 $ 62.6 Cost of services $ — $ 49.9 $ 1.4 $ 51.3 Depreciation and amortization $ 0.2 $ 5.6 $ 0.3 $ 6.1 Impairment of goodwill $ — $ 9.0 $ — $ 9.0 Operating income (loss) $ (6.5) $ (4.8) $ 0.5 $ (10.8) Interest expense, net $ (0.4) $ — $ — $ (0.4) Net income (loss) $ (7.1) $ (3.7) $ 0.5 $ (10.3) Capital expenditures $ — $ 10.1 $ 2.2 $ 12.3 As of March 31, 2018 Property, plant and equipment $ 6.3 $ 166.2 $ 27.4 $ 199.9 Total assets $ 6.3 $ 226.3 $ 29.9 $ 262.5 Processing Other Well Services Solutions Total Three months ended March 31, 2017 Revenues $ — $ 27.3 $ 1.8 $ 29.1 Cost of services $ — $ 23.2 $ 0.7 $ 23.9 Depreciation and amortization $ — $ 3.3 $ 0.3 $ 3.6 Impairment of goodwill $ — $ — $ — $ — Operating income (loss) $ — $ (5.9) $ 0.2 $ (5.7) Interest expense, net $ — $ (0.5) $ — $ (0.5) Net income (loss) $ — $ (6.4) $ 0.2 $ (6.2) Capital expenditures $ — $ 11.7 $ 0.1 $ 11.8 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 |
Organization and Business Ope34
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 Ope35
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 | 1,683,386 | |
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 Ope36
Organization and Business Operations - IPO (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 16, 2017 | Mar. 31, 2017 |
Initial Public Offering | ||
Repayments of long-term debt | $ 10.4 | $ 0.8 |
Payment of cash bonuses to certain employees | 0.7 | |
ESCO | ||
Initial Public Offering | ||
Cash consideration | 45.2 | |
IPO | ||
Initial Public Offering | ||
Net proceeds from initial public offering | $ 20.7 | |
Class A Common Stock | ESCO | ||
Initial Public Offering | ||
Share price (in dollars per share) | $ 14.50 | |
Class A Common Stock | IPO | ||
Initial Public Offering | ||
Stock issued (in shares) | 5,862,069 | |
Share price (in dollars per share) | $ 14.50 | |
Gross proceeds from initial public offering | $ 85 | |
Net proceeds from initial public offering | 77 | |
Underwriting discounts and commissions | 4.2 | |
Net proceeds from the initial public offering, after repayment of debt, funding of acquisition and other costs | $ 3.9 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Other (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
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 |
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 |
Revenue From Contracts With C38
Revenue From Contracts With Customers - Disaggregated Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue From Contracts With Customers | ||
Total Revenue | $ 62.6 | $ 29.1 |
Well Services | ||
Revenue From Contracts With Customers | ||
Total Revenue | 59.7 | 27.3 |
Well Services | Workover rigs | ||
Revenue From Contracts With Customers | ||
Total Revenue | 37.6 | 21.8 |
Well Services | Other well services | ||
Revenue From Contracts With Customers | ||
Total Revenue | 22.1 | 5.5 |
Processing Solutions | ||
Revenue From Contracts With Customers | ||
Total Revenue | $ 2.9 | $ 1.8 |
Revenue From Contracts With C39
Revenue From Contracts With Customers - Contract Balances (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Contract Assets | ||
Contract assets | $ 5.2 | $ 6 |
Contract Liabilities | ||
Contract liabilities | $ 0 | $ 0 |
Acquisitions (Details)
Acquisitions (Details) $ / shares in Units, $ in Millions | Jan. 31, 2018USD ($) | Aug. 16, 2017USD ($)item$ / shares | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) |
Purchase price allocation | |||||
Goodwill | $ 0 | $ 9 | |||
ESCO | |||||
Acquisitions | |||||
Number of well service rigs | item | 49 | ||||
Purchase Price | |||||
Cash | $ 47.7 | ||||
Seller's notes | 7 | ||||
Equity issued | 5 | ||||
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 | ||||
Supplemental Pro Form Information | |||||
Revenue | 62.6 | $ 38.2 | |||
Operating Loss | (10.8) | (7.5) | |||
Net Loss | (10.3) | $ (8) | |||
Revenue of acquiree | $ 9.6 | ||||
MVCI Energy Services | |||||
Purchase Price | |||||
Total purchase price | $ 4 | ||||
Class A Common Stock | ESCO | |||||
Purchase Price | |||||
Equity issued | $ 5 | ||||
Share price (in dollars per share) | $ / shares | $ 14.50 |
Assets Held For Sale (Details)
Assets Held For Sale (Details) $ in Millions | Mar. 31, 2018USD ($) |
Wedge Units | |
Assets Held For Sale | |
Assets held for sale | $ 0.6 |
Property, Plant and Equipment42
Property, Plant and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment, Net | |||
Property, plant and equipment | $ 230.7 | $ 214.6 | |
Less: accumulated depreciation | (30.8) | (25.4) | |
Property, plant and equipment, net | 199.9 | 189.2 | |
Depreciation expense | 5.9 | $ 3.5 | |
Machinery and equipment | |||
Property, Plant and Equipment, Net | |||
Property, plant and equipment | 3.7 | 3.7 | |
Vehicles | |||
Property, Plant and Equipment, Net | |||
Property, plant and equipment | $ 2.7 | 2.6 | |
Mechanical refrigeration units | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Life (years) | 30 years | ||
Property, plant and equipment | $ 17.2 | 17.1 | |
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 | 188.7 | 174.9 | |
Other property, plant and equipment | |||
Property, Plant and Equipment, Net | |||
Property, plant and equipment | $ 14.1 | $ 12 | |
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 Asset43
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Aug. 16, 2017 | |
Goodwill | |||
Goodwill | $ 0 | $ 9 | |
Goodwill impairment | $ 9 | ||
ESCO | |||
Goodwill | |||
Goodwill | $ 7.4 |
Goodwill and Intangible Asset44
Goodwill and Intangible Assets - Intangibles (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Intangible assets | |||
Less: accumulated amortization | $ (0.9) | $ (0.7) | |
Intangible assets, net | 10.6 | 10.8 | |
Amortization expense | 0.2 | $ 0.1 | |
Tradenames | |||
Intangible assets | |||
Intangible assets, gross | $ 0.1 | $ 0.1 | |
Estimated Useful Life (years) | 3 years | 3 years | |
Customer relationships | |||
Intangible assets | |||
Intangible assets, gross | $ 11.4 | $ 11.4 | |
Minimum | Customer relationships | |||
Intangible assets | |||
Estimated Useful Life (years) | 10 years | 10 years | |
Maximum | Customer relationships | |||
Intangible assets | |||
Estimated Useful Life (years) | 18 years | 18 years |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets - Amortization (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Expected amortization expense for future periods | ||
2,018 | $ 0.6 | |
2,019 | 0.8 | |
2,020 | 0.7 | |
2,021 | 0.7 | |
2,022 | 0.7 | |
Thereafter | 7.1 | |
Intangible assets, net | $ 10.6 | $ 10.8 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Accrued Expenses | ||
Accrued payables | $ 6.6 | $ 4.8 |
Accrued payroll | 4.9 | 2.9 |
Accrued taxes | 1.3 | 1.4 |
Accrued insurance | 1.1 | 2.5 |
Accrued expenses | $ 13.9 | $ 11.6 |
Capital Leases (Details)
Capital Leases (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Capital Leases | |||
Amortization of assets under capital leases | $ 0.4 | $ 0.2 | |
Aggregate future minimum lease payments under capital leases | |||
2,018 | 1.3 | ||
2,019 | 1.3 | ||
2,020 | 1 | ||
2,021 | 0.1 | ||
Total future minimum lease payments | 3.7 | ||
Less: amount representing interest | (0.5) | ||
Present value of future minimum lease payments | 3.2 | ||
Less: current portion of capital lease obligations | (1.3) | $ (8) | |
Total capital lease obligations, less current portion | $ 1.9 | $ 1.5 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Millions | Aug. 16, 2017USD ($)item | Mar. 31, 2017USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Long-Term Debt | ||||
Current portion of long-term debt | $ (7) | $ (1.3) | ||
Long-term debt, less current portion | 14.9 | 5.8 | ||
Repayments of debt | $ 10.4 | $ 0.8 | ||
Unamortized debt issuance costs | 0.7 | |||
Credit facility | ||||
Long-Term Debt | ||||
Maximum borrowings | 31.7 | |||
Current borrowing capacity | 15.6 | |||
Remaining borrowing | 16.1 | |||
Maximum borrowing capacity | 31.7 | |||
ESCO | ||||
Long-Term Debt | ||||
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% | |||
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 | |||
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 | |||
Other Long-Term Debt | ||||
Long-Term Debt | ||||
Long-term debt | 7 | 7 | ||
Revolver | ||||
Long-Term Debt | ||||
Long-term debt | $ 14.9 | $ 0.1 | ||
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% |
Risk Concentrations (Details)
Risk Concentrations (Details) - Customer Concentration Risk - customer | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue | ||
Customer Concentrations | ||
Number of customers | 2 | 2 |
Revenue | EOG Resources | ||
Customer Concentrations | ||
Concentration risk (as a percent) | 21.00% | 16.00% |
Revenue | PDC Energy | ||
Customer Concentrations | ||
Concentration risk (as a percent) | 7.00% | 25.00% |
Accounts Receivable | ||
Customer Concentrations | ||
Number of customers | 2 | 2 |
Concentration risk (as a percent) | 23.00% | 23.00% |
Equity Based Compensation and50
Equity Based Compensation and Profit Interest Awards - LTIP (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Aug. 10, 2017 | |
Restricted shares | |||
Long-term Incentive Plan | |||
Total value of grant | $ 200,000 | ||
Maximum amortization of grant | 10,000 | ||
Unrecognized expense | $ 300,000 | ||
Number of units | |||
Outstanding at the beginning (in units) | 10,000 | ||
Granted | 24,000 | ||
Outstanding at the end (in units) | 34,000 | ||
Weighted average grant date fair value | |||
Outstanding at the beginning (in dollars per share) | $ 9.43 | ||
Granted | 8.14 | ||
Outstanding at the end (in dollars per share) | $ 8.52 | ||
Weighted average remaining vesting period | |||
Granted | 3 years | ||
Outstanding (in years) | 2 years 10 months 24 days | 2 years 8 months 12 days | |
LTIP | |||
Long-term Incentive Plan | |||
Awards granted (in shares) | 34,000 | ||
Class A Common Stock | LTIP | |||
Long-term Incentive Plan | |||
Common shares reserved for issuance | 1,250,000 |
Equity Based Compensation and51
Equity Based Compensation and Profit Interest Awards - Other (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2018USD ($)item | Mar. 31, 2017USD ($) | |
Class B Unit | Processing Solutions | ||
Equity Based Compensation and Profit Interest Awards | ||
Grant date fair value of units | $ 0.3 | |
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 | $ 0.2 | $ 0.3 |
Unrecognized compensation cost | $ 1 | |
Unrecognized compensation cost, period for recognition | 2 years | |
Class B and C Units | Processing Solutions | ||
Equity Based Compensation and Profit Interest Awards | ||
Voting rights | item | 0 | |
Vesting percentage | 25.00% | |
Vesting period | 3 years | |
Vesting percentage upon occurrence of certain events | 25.00% | |
Unrecognized compensation cost | $ 0.1 | |
Class B and C Units | Processing Solutions | Maximum | ||
Equity Based Compensation and Profit Interest Awards | ||
Compensation expense | 0.1 | |
Class C Unit | Processing Solutions | ||
Equity Based Compensation and Profit Interest Awards | ||
Grant date fair value of units | $ 0.1 | |
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) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Taxes | ||
Effective federal income tax rate (as a percent) | 7.70% | 0.00% |
U.S. federal statutory tax rate (as a percent) | 21.00% | |
Texas Margin Tax, maximum statutory effective rate | 0.75% |
Loss Per Share (Details)
Loss Per Share (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Basic | |
Net loss attributable to Ranger Energy Services, Inc. | $ (5.7) |
Diluted | |
Net loss attributable to Ranger Energy Services, Inc. | $ (5.7) |
Weighted average shares (denominator): | |
Weighted average number of shares - basic | shares | 8,423,445 |
Weighted average number of shares - diluted | shares | 8,423,445 |
Basic net loss per share (in dollars per share) | $ / shares | $ (0.68) |
Diluted net loss per share (in dollars per share) | $ / shares | $ (0.68) |
Antidilutive Securities | shares | 6,900,000 |
Class A Common Stock | |
Basic | |
Net loss attributable to Ranger Energy Services, Inc. | $ (5.7) |
Diluted | |
Net loss attributable to Ranger Energy Services, Inc. | $ (5.7) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2017USD ($)employee | Mar. 31, 2018USD ($) | |
Employee Severance | ||
Liability related to severance payments | $ 0.7 | |
Officer | ||
Employee Severance | ||
Number of employees terminated | employee | 1 | |
Severance payments | $ 0.7 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($)segment | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting | |||
Number of reportable segments | segment | 2 | ||
Revenues | $ 62.6 | $ 29.1 | |
Cost of services | 51.3 | 23.9 | $ 23.9 |
Depreciation and amortization | 6.1 | 3.6 | 3.6 |
Impairment of goodwill | 9 | ||
Operating income (loss) | (10.8) | (5.7) | |
Interest expense, net | (0.4) | (0.5) | |
Net income (loss) | (10.3) | (6.2) | (6.2) |
Capital expenditures | 12.3 | 11.8 | |
Property, plant and equipment | 199.9 | 189.2 | |
Total assets | 262.5 | 259.7 | |
Well Services | |||
Segment Reporting | |||
Revenues | 59.7 | 27.3 | |
Cost of services | 49.9 | 23.2 | |
Processing Solutions | |||
Segment Reporting | |||
Revenues | 2.9 | 1.8 | |
Cost of services | 1.4 | 0.7 | |
Operating Segments | Well Services | |||
Segment Reporting | |||
Revenues | 59.7 | 27.3 | |
Cost of services | 49.9 | 23.2 | |
Depreciation and amortization | 5.6 | 3.3 | |
Impairment of goodwill | 9 | ||
Operating income (loss) | (4.8) | (5.9) | |
Interest expense, net | (0.5) | ||
Net income (loss) | (3.7) | (6.4) | |
Capital expenditures | 10.1 | 11.7 | |
Property, plant and equipment | 166.2 | 157.4 | |
Total assets | 226.3 | 225.1 | |
Operating Segments | Processing Solutions | |||
Segment Reporting | |||
Revenues | 2.9 | 1.8 | |
Cost of services | 1.4 | 0.7 | |
Depreciation and amortization | 0.3 | 0.3 | |
Operating income (loss) | 0.5 | $ 0.2 | |
Net income (loss) | 0.5 | 0.2 | |
Capital expenditures | 2.2 | 0.1 | |
Property, plant and equipment | 27.4 | 25.4 | |
Total assets | 29.9 | 28.2 | |
Other | |||
Segment Reporting | |||
Depreciation and amortization | 0.2 | ||
Operating income (loss) | (6.5) | ||
Interest expense, net | (0.4) | ||
Net income (loss) | (7.1) | ||
Property, plant and equipment | 6.3 | 6.4 | |
Total assets | $ 6.3 | $ 6.4 |