Cover page
Cover page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 03, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38183 | |
Entity Registrant Name | RANGER ENERGY SERVICES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-5449572 | |
Entity Address, Address Line One | 10350 Richmond | |
Entity Address, Address Line Two | Suite 550 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77042 | |
City Area Code | 713 | |
Local Phone Number | 935-8900 | |
Title of 12(b) Security | Class A Common Stock, $0.01 par value | |
Trading Symbol | RNGR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Central Index Key | 0001699039 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 18,053,878 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 2.8 | $ 2.8 |
Restricted cash | 42 | 0 |
Accounts receivable, net | 57.6 | 25.9 |
Contract assets | 7.8 | 1.1 |
Inventory | 2.8 | 2.3 |
Prepaid expenses | 12.5 | 3.6 |
Total current assets | 125.5 | 35.7 |
Property and equipment, net | 196.8 | 189.4 |
Intangible assets, net | 8 | 8.5 |
Operating leases, right-of-use assets | 7.2 | 5.8 |
Other assets | 1.4 | 1.2 |
Total assets | 338.9 | 240.6 |
Liabilities and Stockholders' Equity | ||
Accounts payable | 8.7 | 10.5 |
Accrued expenses | 32.9 | 9.3 |
Other financing liability, current portion | 2.3 | 0 |
Long-term debt, current portion | 35 | 10 |
Other current liabilities | 45.9 | 3.2 |
Total current liabilities | 124.8 | 33 |
Operating leases, right-of-use obligations | 5.9 | 5.2 |
Other financing liability | 12.7 | 0 |
Long-term debt, net | 16.3 | 14.5 |
Other long-term liabilities | 3.3 | 3.1 |
Total liabilities | 163 | 55.8 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity | ||
Preferred stock, $0.01 per share; 50,000,000 shares authorized; no shares issued or outstanding as of September 30, 2021 and December 31, 2020 | 0 | 0 |
Less: Class A Common Stock held in treasury at cost; 551,828 treasury shares as of September 30, 2021 and December 31, 2020 | (3.8) | (3.8) |
Accumulated deficit | (34.2) | (18.4) |
Additional paid-in capital | 152.2 | 123.9 |
Total controlling stockholders' equity | 114.4 | 101.9 |
Noncontrolling interest | 61.5 | 82.9 |
Total stockholders' equity | 175.9 | 184.8 |
Total liabilities and stockholders' equity | 338.9 | 240.6 |
Class A Common Stock | ||
Stockholders' equity | ||
Common stock A and B | 0.1 | 0.1 |
Class B Common Stock | ||
Stockholders' equity | ||
Common stock A and B | $ 0.1 | $ 0.1 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Treasury stock (in shares) | 551,828 | 551,828 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 11,716,996 | 9,093,743 |
Common stock, shares outstanding (in shares) | 11,165,168 | 8,541,915 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 6,866,154 | 6,866,154 |
Common stock, shares outstanding (in shares) | 6,866,154 | 6,866,154 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | ||||
Total revenues | $ 81.7 | $ 34.6 | $ 170 | $ 146.3 |
Cost of services (exclusive of depreciation and amortization): | ||||
Cost of services | 74 | 26.6 | 152.2 | 113.5 |
General and administrative | 7.1 | 4.6 | 16.8 | 15.1 |
Depreciation and amortization | 8.7 | 8.4 | 24.9 | 26.8 |
Total operating expenses | 89.8 | 39.6 | 193.9 | 155.4 |
Operating loss | (8.1) | (5) | (23.9) | (9.1) |
Other expenses | ||||
Interest expense, net | 1.2 | 0.8 | 2.5 | 2.7 |
Total other expenses | 1.2 | 0.8 | 2.5 | 2.7 |
Loss before income tax expense | (9.3) | (5.8) | (26.4) | (11.8) |
Tax (benefit) expense | (0.2) | (0.1) | 0.1 | 0 |
Net loss | (9.1) | (5.7) | (26.5) | (11.8) |
Less: Net loss attributable to noncontrolling interests | (3.5) | (2.5) | (10.7) | (5.2) |
Net loss attributable to Ranger Energy Services, Inc. | $ (5.6) | $ (3.2) | $ (15.8) | $ (6.6) |
Loss per common share | ||||
Basic (in dollars per share) | $ (0.51) | $ (0.38) | $ (1.63) | $ (0.77) |
Diluted (in dollars per share) | $ (0.51) | $ (0.38) | $ (1.63) | $ (0.77) |
Weighted average common shares outstanding | ||||
Basic (in shares) | 11,011,864 | 8,506,781 | 9,714,508 | 8,532,788 |
Diluted (in shares) | 11,011,864 | 8,506,781 | 9,714,508 | 8,532,788 |
High specification rigs | ||||
Revenues | ||||
Total revenues | $ 29.9 | $ 14.5 | $ 80.6 | $ 60.8 |
Cost of services (exclusive of depreciation and amortization): | ||||
Cost of services | 25.1 | 12.3 | 68.1 | 52.3 |
Completion and other services | ||||
Revenues | ||||
Total revenues | 50.8 | 18.9 | 86.1 | 79.9 |
Cost of services (exclusive of depreciation and amortization): | ||||
Cost of services | 48.4 | 14 | 82.2 | 59 |
Processing solutions | ||||
Revenues | ||||
Total revenues | 1 | 1.2 | 3.3 | 5.6 |
Cost of services (exclusive of depreciation and amortization): | ||||
Cost of services | $ 0.5 | $ 0.3 | $ 1.9 | $ 2.2 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($) $ in Millions | Total | Class A Common Stock | Class B Common Stock | Common StockClass A Common Stock | Common StockClass B Common Stock | Treasury Stock | Accumulated deficit | Additional paid-in capital | Total controlling interest shareholders’ equity | Noncontrolling interest |
Balance, beginning of period (in shares) at Dec. 31, 2019 | 8,839,788 | 6,866,154 | 113,937 | |||||||
Balance, beginning of period at Dec. 31, 2019 | $ 203 | $ 0.1 | $ 0.1 | $ (0.7) | $ (8.1) | $ 121.8 | $ 113.2 | $ 89.8 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of shares under share-based compensation plans (in shares) | 322,110 | |||||||||
Shares withheld for taxes on equity transactions (in shares) | (81,309) | |||||||||
Equity based compensation amortization | 2.8 | 2.7 | 2.7 | 0.1 | ||||||
Shares withheld for taxes on equity transactions | (0.3) | (0.3) | (0.3) | |||||||
Repurchase of Class A Common Stock (in shares) | (344,827) | (437,891) | ||||||||
Repurchase of Class A Common Stock | (3.1) | $ (2.4) | $ (3.1) | 3.1 | ||||||
Net loss | (11.8) | (6.6) | (6.6) | (5.2) | ||||||
Impact of transactions affecting noncontrolling interest | (2.2) | 2.2 | 2.2 | |||||||
Balance, end of period (in shares) at Sep. 30, 2020 | 9,080,589 | 6,866,154 | 551,828 | |||||||
Balance, end of period at Sep. 30, 2020 | 190.6 | $ 0.1 | $ 0.1 | $ (3.8) | (14.7) | 122 | 103.7 | 86.9 | ||
Balance, beginning of period (in shares) at Jun. 30, 2020 | 9,031,495 | 6,866,154 | 551,828 | |||||||
Balance, beginning of period at Jun. 30, 2020 | 195.2 | $ 0.1 | $ 0.1 | $ (3.8) | (11.5) | 121 | 105.9 | 89.3 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of shares under share-based compensation plans (in shares) | 51,975 | |||||||||
Shares withheld for taxes on equity transactions (in shares) | (2,881) | |||||||||
Equity based compensation amortization | 1.1 | 1.1 | 1.1 | |||||||
Net loss | (5.7) | (3.2) | (3.2) | (2.5) | ||||||
Impact of transactions affecting noncontrolling interest | (0.1) | 0.1 | 0.1 | |||||||
Balance, end of period (in shares) at Sep. 30, 2020 | 9,080,589 | 6,866,154 | 551,828 | |||||||
Balance, end of period at Sep. 30, 2020 | 190.6 | $ 0.1 | $ 0.1 | $ (3.8) | (14.7) | 122 | 103.7 | 86.9 | ||
Balance, beginning of period (in shares) at Dec. 31, 2020 | 9,093,743 | 6,866,154 | 9,093,743 | 6,866,154 | 551,828 | |||||
Balance, beginning of period at Dec. 31, 2020 | 184.8 | $ 0.1 | $ 0.1 | $ (3.8) | (18.4) | 123.9 | 101.9 | 82.9 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of shares under share-based compensation plans (in shares) | 607,180 | |||||||||
Shares withheld for taxes on equity transactions (in shares) | (139,927) | |||||||||
Share issuance for acquisitions (in shares) | 2,156,000 | |||||||||
Equity based compensation amortization | 2.1 | 2.1 | 2.1 | |||||||
Shares withheld for taxes on equity transactions | (0.9) | (0.9) | (0.9) | |||||||
Net loss | (26.5) | (15.8) | (15.8) | (10.7) | ||||||
Share issuance for acquisitions | 16.4 | 16.4 | 16.4 | |||||||
Impact of transactions affecting noncontrolling interest | 10.7 | (10.7) | (10.7) | |||||||
Balance, end of period (in shares) at Sep. 30, 2021 | 11,716,996 | 6,866,154 | 11,716,996 | 6,866,154 | 551,828 | |||||
Balance, end of period at Sep. 30, 2021 | 175.9 | $ 0.1 | $ 0.1 | $ (3.8) | (34.2) | 152.2 | 114.4 | 61.5 | ||
Balance, beginning of period (in shares) at Jun. 30, 2021 | 10,682,388 | 6,866,154 | 551,828 | |||||||
Balance, beginning of period at Jun. 30, 2021 | 176.2 | $ 0.1 | $ 0.1 | $ (3.8) | (28.6) | 139.5 | 107.3 | 68.9 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of shares under share-based compensation plans (in shares) | 150,432 | |||||||||
Shares withheld for taxes on equity transactions (in shares) | (15,824) | |||||||||
Share issuance for acquisitions (in shares) | 900,000 | |||||||||
Equity based compensation amortization | 0.3 | 0.3 | 0.3 | |||||||
Shares withheld for taxes on equity transactions | (0.2) | (0.2) | (0.2) | |||||||
Net loss | (9.1) | (5.6) | (5.6) | (3.5) | ||||||
Share issuance for acquisitions | 8.7 | 8.7 | 8.7 | |||||||
Impact of transactions affecting noncontrolling interest | 3.9 | 3.9 | (3.9) | |||||||
Balance, end of period (in shares) at Sep. 30, 2021 | 11,716,996 | 6,866,154 | 11,716,996 | 6,866,154 | 551,828 | |||||
Balance, end of period at Sep. 30, 2021 | $ 175.9 | $ 0.1 | $ 0.1 | $ (3.8) | $ (34.2) | $ 152.2 | $ 114.4 | $ 61.5 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (26.5) | $ (11.8) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 24.9 | 26.8 |
Equity based compensation | 2.1 | 2.8 |
(Gain) Loss on debt retirement | 0.2 | (2.1) |
Other costs, net | 1.2 | 3 |
Changes in operating assets and liabilities, net effects of business combinations | ||
Accounts receivable | (24.5) | 20.4 |
Contract assets | (6.7) | 0.3 |
Inventory | 2.5 | 0.9 |
Prepaid expenses | (6.7) | 3.4 |
Other assets | (0.6) | (0.6) |
Accounts payable | (7.8) | (5.6) |
Accrued expenses | 23.8 | (9.9) |
Other current liabilities | 40.2 | 0 |
Operating lease, right-of-use obligations | 1.1 | (1.4) |
Other long-term liabilities | 0.2 | 1.1 |
Net cash provided by operating activities | 23.4 | 27.3 |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (3.9) | (6.4) |
Proceeds from disposal of property and equipment | 0.4 | 0.8 |
Purchase of businesses, net of cash received | (2.4) | 0 |
Net cash used in investing activities | (5.9) | (5.6) |
Cash Flows from Financing Activities | ||
Deferred financing costs on Eclipse | (2.4) | 0 |
Principal payments on Secured Promissory Note | (0.6) | 0 |
Principal payments on Encina Master Financing Agreement | (17.7) | (7.5) |
Payments on Installment Purchases | (0.4) | 0 |
Proceeds from financing of sale-leasebacks | 15.6 | 0 |
Principal payments on financing lease obligations | (3.7) | (3.7) |
Shares withheld on equity transactions | (1) | (0.3) |
Principal payments on ESCO Note Payable | 0 | (3.6) |
Repurchase of Class A Common Stock | 0 | (3.1) |
Net cash provided by financing activities | 24.5 | (25.2) |
Increase in cash, cash equivalents and restricted cash | 42 | (3.5) |
Cash, cash equivalents and restricted cash, Beginning of Period | 2.8 | 6.9 |
Cash, cash equivalents and restricted cash, End of Period | 44.8 | 3.4 |
Supplemental Cash Flow Information | ||
Interest paid | 1.3 | 2.3 |
Supplemental Disclosure of Non-cash Investing and Financing Activities | ||
Capital expenditures | (0.1) | 0.1 |
Additions to fixed assets through installment purchases and financing leases | (2.5) | (1) |
Issuance of Class A Common Stock for acquisition | (16.4) | 0 |
Secured Promissory Note | (11.4) | 0 |
Early termination of financing leases | 0 | 1.3 |
Senior Revolving Credit Facility | ||
Cash Flows from Financing Activities | ||
Borrowings under Credit Facility | 74.7 | 35.9 |
Principal payments on Credit Facility | (52.5) | (42.9) |
M&E Term Loan Facility | ||
Cash Flows from Financing Activities | ||
Borrowings under Credit Facility | $ 12.5 | $ 0 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Business Ranger Energy Services, Inc. (“Ranger, Inc.,” “Ranger,” or the “Company”) is a provider of onshore high specification (“high-spec”) well service rigs and complementary services in the United States. The Company also provides an extensive range of well site services to leading U.S. exploration and production (“E&P”) companies that are fundamental to establishing and maintaining the flow of oil and natural gas throughout the productive life of a well. The Company offers services that consist of well completion support, workover, well maintenance, wireline, fluid management, other complementary services, as well as installation, commissioning and operating of modular equipment, which are conducted in three reportable segments, as follows: • High Specification Rigs . Provides high-spec well service rigs and complementary equipment and services to facilitate operations throughout the lifecycle of a well. • Completion and Other Services . Provides wireline completion services necessary to bring a well on production and other ancillary services often utilized in conjunction with the high-spec rig services to enhance the production of a well. • Processing Solutions . Provides proprietary, modular equipment for the processing of natural gas. The Company’s operations take place in most of the active oil and natural gas basins in the United States, including the Permian Basin, Denver-Julesburg Basin, Bakken Shale, Eagle Ford Shale, Haynesville Shale, Gulf Coast, South Central Oklahoma Oil Province and Sooner Trend Anadarko Basin Canadian and Kingfisher Counties plays. Organization Ranger, Inc. was incorporated as a Delaware corporation in February 2017. Ranger, Inc. is a holding company, and its sole material assets consist of membership interests in RNGR Energy Services, LLC, a Delaware limited liability company (“Ranger LLC”). Ranger LLC owns all of the outstanding equity interests in Ranger Energy Services, LLC (“Ranger Services”) and Torrent Energy Services, LLC (“Torrent Services”), the subsidiaries through which it operates its assets. Ranger LLC is the sole managing member of Ranger Services and Torrent Services, and is responsible for all operational, management and administrative decisions relating to Ranger Services and Torrent Services’ business and consolidates the financial results of Ranger Services and Torrent Services and their subsidiaries. Recent Events Basic Energy (“Basic”) Acquisition On September 15, 2021, Ranger Energy Acquisition, LLC, a Delaware corporation and wholly owned subsidiary of the Company entered into an Asset Purchase Agreement for certain assets of Basic and certain of its subsidiaries (the “Basic Sellers”), closing on October 1, 2021. The Company purchased assets associated with Basic’s well servicing, fishing and rental, coiled tubing operations, and rolling stock assets required to support the operating assets being purchased and real property locations inclusive of, but not limited to, real property owned in New Mexico, Oklahoma and Texas. The Company paid $36.65 million in cash to Basic, subject to normal closing adjustments and assumed liabilities. See Note 16 — Subsequent Events for further details. Coronavirus (“COVID-19”) The outbreak of the novel COVID-19 has spread across the globe and has been declared a public health emergency by the World Health Organization and a National Emergency by the President of the United States. The COVID-19 pandemic has resulted, and is likely to continue to result, in significant economic disruption and has, and is likely to continue to, adversely affect the operations of the Company’s business, as the significantly reduced global and national economic activity has resulted in reduced demand for oil and natural gas. Federal, state and local governments mobilized to implement containment mechanisms to minimize impacts to their populations and economies. Various containment measures, which include the quarantining of cities, regions and countries, while aiding in the prevention of further outbreak, have resulted in a severe drop in general economic activity and a resulting decrease in energy demand. In addition, the global economy has experienced a significant disruption to global supply chains. The extent of the COVID-19 outbreak on the Company’s operational and financial performance will continue to depend on certain developments, including the duration and spread of the outbreak and its continued impact on customer activity and third-party providers. The direct impact to the Company’s operations began to take effect at the close of the first quarter ended March 31, 2020, and continued through the issuance of these Condensed Consolidated Financial Statements. The full extent to which the COVID-19 outbreak may affect the Company’s financial conditions, results of operations or liquidity subsequent to the issuance of these Condensed Consolidated Financial Statements is uncertain. The severe drop in economic activity, travel restrictions and other restrictions due to COVID-19 have had a significant negative impact on the demand for oil and gas. In addition to the impact of the COVID-19 outbreak, in March 2020, the Organization of the Petroleum Exporting Countries (“OPEC”), Russia and certain other oil producing states, commonly referred to as “OPEC Plus,” failed to agree on a plan to cut production of oil and natural gas. Subsequently, Saudi Arabia announced plans to increase production to record levels and reduce the prices at which they sell oil and, in turn, Russia responded with threats to also increase production. Collectively, these events created an unprecedented global oil and natural gas supply and demand imbalance, reduced global oil and natural gas storage capacity, caused oil prices to decline significantly and resulted in continued volatility in oil, natural gas and natural gas liquids (“NGLs”) prices through the third quarter of 2021. Factors deriving from the COVID-19 response, as well as the oil oversupply, that have or may negatively impact sales, liquidity and gross margins in the future include, but are not limited to: limitations on the ability of the Company’s customers to conduct business, which would result in a decrease in demand for services and lower utilization of the Company’s assets; limitations on the ability of suppliers to provide materials or equipment, limitations on the ability of the Company’s employees to perform their work due to illness caused by the pandemic or local, state or federal orders requiring employees to remain at home; reduction of capital expenditures and discretionary spend; and limitations on the ability of customers to pay us on a timely basis. If prolonged, such factors may also negatively affect the carrying values of the Company’s property and equipment and intangible assets. At the close of the first quarter of 2020, the Company initiated cost reductions throughout the organization, including a reduction in the workforce and salary reductions. Additionally, various other operational, travel and organizational expense reductions will continue to manage costs to preserve liquidity through the downturn. We believe these actions will provide sufficient liquidity to finance our operations for twelve months post issuance of these Condensed Consolidated Financial Statements. During the first half of 2021, increased activity can be attributed to stay-at-home orders and other restrictions being lifted in certain geographical areas, however any future containment measure, as a result of the emergence of new strains or variants of COVID-19 or otherwise, could curtail such growth. We will continue to actively monitor the situation and may take further actions that alter business operations as may be required by federal, state or local authorities, or that we determine are in the best interests of the Company’s employees, customers and stakeholders. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The consolidated balance sheet as of December 31, 2020 has been derived from audited financial statements and the Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and the Securities and Exchange Commission’s (the “SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain notes and other information have been condensed or omitted. The Condensed Consolidated Financial Statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the results of operations for the interim periods. These interim financial statements should be read in conjunction with the consolidated financial statements and related notes for the years ended December 31, 2020 and 2019, included in the Annual Report filed on Form 10-K for the year ended December 31, 2020 (the “Annual Report”). Interim results for the periods presented may not be indicative of results that will be realized for future periods. Significant Accounting Policies The Company’s significant accounting policies are disclosed in Note 2 — Summary of Significant Accounting Policies of the Annual Report. Restricted Cash The Company’s restricted cash consisted of cash the Company was contractually obligated to utilize for the purchase of the Basic Energy assets and related transactions costs. The Company completed the Basic Energy Acquisition on October 1, 2021 and included this purchase as a liability in Other current liabilities in the Condensed Consolidated Balance Sheets. On October 1, 2021, the Company issued Series A Preferred Stock in connection with the receipt of the restricted cash. See Note 16 — Subsequent Events for further details. Use of Estimates The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Management uses historical and other pertinent information to determine these estimates. Actual results could differ from such estimates. Areas where critical accounting estimates are made by management include: • Depreciation and amortization of property and equipment and intangible assets; • Assets acquired and liabilities assumed in business combinations; • Impairment of property and equipment and intangible assets; • Revenue recognition; • Income taxes; and • Equity-based compensation. Emerging Growth Company Status and Smaller Reporting Company Status The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. 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 its initial public offering (“IPO”), (b) in which its total annual gross revenue is 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, or (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. The Company is also a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as Amended. Smaller reporting company means an issuer that is not an investment company, an asset-back issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that has (i) market value of common stock held by non-affiliates of less than $250 million; or (ii) annual revenues of less than $100 million and either no common stock held by non-affiliates or a market value of common stock held by non-affiliates of less than $700 million. Smaller reporting company status is determined on an annual basis. New Accounting Pronouncements Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses , which replaces the incurred loss impairment methodology to reflect expected credit losses. The amendment requires the measurement of all expected credit losses for financial assets held at the reporting date to be performed based on historical experience, current conditions and reasonable and supportable forecasts. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the effect of this accounting standard on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for accounting contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships and other transactions that reference the London Interbank Offering Rate (“LIBOR”) or another reference rate expected to be discontinued due to the reference rate reform. ASU 2020-04 became effective as of March 12, 2020 and can be applied through December 31, 2022. The Company has not made any contract modifications as of the date of this report to transition to a different reference rate, however it will consider this guidance as future modifications are made. With the exception of the standards above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to the Company’s Condensed Consolidated Financial Statements. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Note 3 — Business Combinations The Company completed two acquisitions during the nine months ended September 30, 2021 with both purchases accounted for using the acquisition method of accounting under the FASB Accounting Standards Codification 805, Business Combinations (“ASC 805”). The results of operations for each of the acquisitions are included in the accompanying Condensed Consolidated Statements of Operations from the respective date of each acquisition. Under the acquisition method of accounting, the assets and liabilities have been recorded at their respective estimated fair values as of the date of completion of the acquisition and reported into Ranger’s Condensed Consolidated Balance Sheets. The preliminary purchase price assessment remains an ongoing process and is subject to change for up to one year subsequent to the closing date of the acquisition. Patriot Well Solutions (“Patriot”) Acquisition On May 14, 2021, the Company acquired all of the outstanding stock of Patriot, a provider of wireline evaluation and intervention services that operate in the Permian, Denver-Julesburg and Powder River Basins and Bakken Shale. As consideration for the Patriot Acquisition the Company paid an aggregate of $11.0 million, which included 1.3 million shares of Class A Common Stock and cash payments of $3.3 million, net of cash acquired. The financial results of Patriot are included in the Completion and Other Services reporting segment. The pro forma results of operations for the Patriot 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. PerfX Wireline Services (“PerfX”) Acquisition On July 8, 2021, the Company acquired all of the outstanding stock of PerfX, a provider of wireline services that operate in Williston, North Dakota and Midland, Texas. Following the acquisition of PerfX, the Company significantly expanded its scale and scope of the existing wireline business, which now includes production services. The aggregate consideration was $20.1 million, which included 1,000,000 shares of Class A Common Stock and a Secured Promissory Note of $11.4 million. The Class A Common Stock issuance includes 100,000 shares that will be issued by the Company on the 12-month anniversary of the acquisition date. The Secured Promissory Note bears an interest rate of 8.5% per annum and holds certain assets as collateral through the scheduled maturity date of January 31, 2024. Refer to “Note 9 — Debt” for further details related to the Secured Promissory Note. The PerfX purchase price includes a warrant to acquire a 30% ownership in the XConnect Business (“XConnect”), which expires on July 8, 2031. XConnect is the manufacturer of a perforating gun system developed by the PerfX sellers alongside the PerfX wireline service business. The warrant requires the Company to maintain a specific minimum level of purchases of XConnect’s manufactured products. Should the Company fail to maintain the specified minimum level of purchases, a forfeiture event would occur. The Company may elect to cure the forfeiture event through a cash payment to XConnect. If the Company elects to not cure the forfeiture event, the ownership percentage would reduce to 15%. Upon the occurrence of a second uncured forfeiture event, the warrant is deemed to be cancelled. The following table presents the fair value of assets acquired and liabilities assumed in accordance with ASC 805 (in millions): Cash $ 1.0 Accounts receivable 4.6 Inventory 2.4 Prepaid and other current assets 0.9 Property and equipment 17.6 Total assets acquired 26.5 Accounts payable 5.4 Accrued expenses 1.0 Total liabilities assumed 6.4 Allocated purchase price $ 20.1 The following is supplemental pro-forma revenue, operating loss, net loss and loss per share had the PerfX Acquisition occurred as of January 1, 2020 (in millions): Nine Months Ended September 30, 2021 2020 Revenue $ 224.9 $ 225.0 Operating loss $ (27.2) $ (13.9) Net loss $ (30.1) $ (20.8) Basic and diluted loss per share $ (1.90) $ (1.20) The supplemental pro forma information presented above are being provided for information 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 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 4 — Property and Equipment, Net Property and equipment, net include the following (in millions): Estimated Useful Life September 30, 2021 December 31, 2020 High specification rigs 20 $ 127.2 $ 127.2 High specification rigs machinery and equipment 5 - 10 42.9 39.7 Completion and other services machinery and equipment 5 - 10 77.2 56.5 Processing solutions machinery and equipment 3 - 30 46.7 45.9 Vehicles 3 - 15 26.7 20.4 Other property and equipment 5 - 25 10.5 10.9 Property and equipment 331.2 300.6 Less: accumulated depreciation (137.0) (113.0) Construction in progress 2.6 1.8 Property and equipment, net $ 196.8 $ 189.4 Depreciation expense was $8.6 million and $8.2 million for the three months ended September 30, 2021 and 2020, respectively, and $24.4 million and $26.2 million for the nine months ended September 30, 2021 and 2020, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 5 — Goodwill and Intangible Assets Definite lived intangible assets are comprised of the following (in millions): Estimated Useful Life September 30, 2021 December 31, 2020 Customer relationships 10-18 $ 11.4 $ 11.4 Less: accumulated amortization (3.4) (2.9) Intangible assets, net $ 8.0 $ 8.5 Amortization expense was $0.1 million and $0.2 million for the three months ended September 30, 2021 and 2020 respectfully. Amortization expense was $0.5 million and $0.6 million for the nine months ended September 30, 2021 and 2020, respectively. Amortization expense for the future periods is expected to be as follows (in millions): For the twelve months ending September 30, Amount 2022 $ 0.7 2023 0.7 2024 0.7 2025 0.7 2026 0.8 Thereafter 4.4 Total $ 8.0 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | Note 6 — Accrued Expenses Accrued expenses include the following (in millions): September 30, 2021 December 31, 2020 Accrued payables $ 19.0 $ 2.7 Accrued compensation 8.7 4.5 Accrued taxes 2.0 1.0 Accrued insurance 3.2 1.1 Accrued expenses $ 32.9 $ 9.3 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Note 7 — Leases Operating Leases The Company has operating leases, primarily for real estate and equipment, with terms that vary from 12 months to seven years, included in operating lease costs in the table below. The operating leases are included in operating leases, right-of-use assets, other current liabilities and operating leases, right-of-use obligations in the Condensed Consolidated Balance Sheets. Lease costs associated with yard and field offices are included in cost of services and executive offices are included in general and administrative costs in the Condensed Consolidated Statements of Operations. Lease costs and other information related to operating leases for the three and nine months ended September 30, 2021 and 2020, are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Short-term lease costs $ 1.1 $ 0.3 $ 1.9 $ 1.7 Operating lease cost $ 0.5 $ 0.7 $ 1.3 $ 2.1 Operating cash outflows from operating leases $ 0.4 $ 0.7 $ 1.1 $ 2.1 Weighted average remaining lease term 5.2 years 6.0 years Weighted average discount rate 8.8 % 9.3 % Aggregate future minimum lease payments under operating leases are as follows (in millions): For the twelve months ending September 30, Total 2022 $ 2.3 2023 1.5 2024 1.4 2025 2.2 2026 1.4 Thereafter 0.7 Total future minimum lease payments 9.5 Less: amount representing interest (1.9) Present value of future minimum lease payments 7.6 Less: current portion of operating lease obligations (1.7) Long-term portion of finance lease obligations $ 5.9 Finance Leases The Company leases certain assets, primarily automobiles, under finance leases with terms that are generally three Lease costs and other information related to finance leases for the three and nine months ended September 30, 2021 and 2020, are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Amortization of finance leases $ 0.6 $ 1.0 $ 2.2 $ 3.8 Interest on lease liabilities $ 0.1 $ 0.1 $ 0.3 $ 0.4 Financing cash outflows from finance leases $ 0.2 $ 1.1 $ 2.4 $ 3.7 Weighted average remaining lease term 1.5 years 1.4 years Weighted average discount rate 2.8 % 3.9 % Aggregate future minimum lease payments under finance leases are as follows (in millions): For the twelve months ending September 30, Total 2022 $ 2.3 2023 1.1 2024 0.4 2025 — Total future minimum lease payments 3.8 Less: amount representing interest (0.2) Present value of future minimum lease payments 3.6 Less: current portion of finance lease obligations (2.2) Long-term portion of finance lease obligations $ 1.4 Note 8 — Other Financing Liabilities During the nine months ended September 30, 2021, the Company entered into an agreement to sell a parcel of land and a building attached thereto, and subsequently leased back the property. The Company received cash of $12.1 million from the sale and the lease has a 15 year term with an annual rent escalation of two percent per annum. During the nine months ended September 30, 2021, the Company entered into an agreement to sell certain of other fixed assets and subsequently leased back such assets and received cash of $3.5 million to be paid over 18 to 60 months. These sales did not qualify for sale accounting, therefore these leases were classified as finance leases and no gain or loss was recorded. The net book value of the assets remained in property and equipment, net and are depreciating over their original useful lives. As of September 30, 2021, aggregate future lease payments of the financing liabilities are as follows (in millions): For the twelve months ending September 30, Total 2022 $ 2.6 2023 0.9 2024 0.6 2025 0.7 2026 0.7 Thereafter 9.8 Total future minimum lease payments $ 15.3 |
Leases | Note 7 — Leases Operating Leases The Company has operating leases, primarily for real estate and equipment, with terms that vary from 12 months to seven years, included in operating lease costs in the table below. The operating leases are included in operating leases, right-of-use assets, other current liabilities and operating leases, right-of-use obligations in the Condensed Consolidated Balance Sheets. Lease costs associated with yard and field offices are included in cost of services and executive offices are included in general and administrative costs in the Condensed Consolidated Statements of Operations. Lease costs and other information related to operating leases for the three and nine months ended September 30, 2021 and 2020, are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Short-term lease costs $ 1.1 $ 0.3 $ 1.9 $ 1.7 Operating lease cost $ 0.5 $ 0.7 $ 1.3 $ 2.1 Operating cash outflows from operating leases $ 0.4 $ 0.7 $ 1.1 $ 2.1 Weighted average remaining lease term 5.2 years 6.0 years Weighted average discount rate 8.8 % 9.3 % Aggregate future minimum lease payments under operating leases are as follows (in millions): For the twelve months ending September 30, Total 2022 $ 2.3 2023 1.5 2024 1.4 2025 2.2 2026 1.4 Thereafter 0.7 Total future minimum lease payments 9.5 Less: amount representing interest (1.9) Present value of future minimum lease payments 7.6 Less: current portion of operating lease obligations (1.7) Long-term portion of finance lease obligations $ 5.9 Finance Leases The Company leases certain assets, primarily automobiles, under finance leases with terms that are generally three Lease costs and other information related to finance leases for the three and nine months ended September 30, 2021 and 2020, are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Amortization of finance leases $ 0.6 $ 1.0 $ 2.2 $ 3.8 Interest on lease liabilities $ 0.1 $ 0.1 $ 0.3 $ 0.4 Financing cash outflows from finance leases $ 0.2 $ 1.1 $ 2.4 $ 3.7 Weighted average remaining lease term 1.5 years 1.4 years Weighted average discount rate 2.8 % 3.9 % Aggregate future minimum lease payments under finance leases are as follows (in millions): For the twelve months ending September 30, Total 2022 $ 2.3 2023 1.1 2024 0.4 2025 — Total future minimum lease payments 3.8 Less: amount representing interest (0.2) Present value of future minimum lease payments 3.6 Less: current portion of finance lease obligations (2.2) Long-term portion of finance lease obligations $ 1.4 |
Other Financing Liabilities
Other Financing Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Other Financing Liabilities | Note 7 — Leases Operating Leases The Company has operating leases, primarily for real estate and equipment, with terms that vary from 12 months to seven years, included in operating lease costs in the table below. The operating leases are included in operating leases, right-of-use assets, other current liabilities and operating leases, right-of-use obligations in the Condensed Consolidated Balance Sheets. Lease costs associated with yard and field offices are included in cost of services and executive offices are included in general and administrative costs in the Condensed Consolidated Statements of Operations. Lease costs and other information related to operating leases for the three and nine months ended September 30, 2021 and 2020, are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Short-term lease costs $ 1.1 $ 0.3 $ 1.9 $ 1.7 Operating lease cost $ 0.5 $ 0.7 $ 1.3 $ 2.1 Operating cash outflows from operating leases $ 0.4 $ 0.7 $ 1.1 $ 2.1 Weighted average remaining lease term 5.2 years 6.0 years Weighted average discount rate 8.8 % 9.3 % Aggregate future minimum lease payments under operating leases are as follows (in millions): For the twelve months ending September 30, Total 2022 $ 2.3 2023 1.5 2024 1.4 2025 2.2 2026 1.4 Thereafter 0.7 Total future minimum lease payments 9.5 Less: amount representing interest (1.9) Present value of future minimum lease payments 7.6 Less: current portion of operating lease obligations (1.7) Long-term portion of finance lease obligations $ 5.9 Finance Leases The Company leases certain assets, primarily automobiles, under finance leases with terms that are generally three Lease costs and other information related to finance leases for the three and nine months ended September 30, 2021 and 2020, are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Amortization of finance leases $ 0.6 $ 1.0 $ 2.2 $ 3.8 Interest on lease liabilities $ 0.1 $ 0.1 $ 0.3 $ 0.4 Financing cash outflows from finance leases $ 0.2 $ 1.1 $ 2.4 $ 3.7 Weighted average remaining lease term 1.5 years 1.4 years Weighted average discount rate 2.8 % 3.9 % Aggregate future minimum lease payments under finance leases are as follows (in millions): For the twelve months ending September 30, Total 2022 $ 2.3 2023 1.1 2024 0.4 2025 — Total future minimum lease payments 3.8 Less: amount representing interest (0.2) Present value of future minimum lease payments 3.6 Less: current portion of finance lease obligations (2.2) Long-term portion of finance lease obligations $ 1.4 Note 8 — Other Financing Liabilities During the nine months ended September 30, 2021, the Company entered into an agreement to sell a parcel of land and a building attached thereto, and subsequently leased back the property. The Company received cash of $12.1 million from the sale and the lease has a 15 year term with an annual rent escalation of two percent per annum. During the nine months ended September 30, 2021, the Company entered into an agreement to sell certain of other fixed assets and subsequently leased back such assets and received cash of $3.5 million to be paid over 18 to 60 months. These sales did not qualify for sale accounting, therefore these leases were classified as finance leases and no gain or loss was recorded. The net book value of the assets remained in property and equipment, net and are depreciating over their original useful lives. As of September 30, 2021, aggregate future lease payments of the financing liabilities are as follows (in millions): For the twelve months ending September 30, Total 2022 $ 2.6 2023 0.9 2024 0.6 2025 0.7 2026 0.7 Thereafter 9.8 Total future minimum lease payments $ 15.3 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 9 — Debt The aggregate carrying amounts, net of issuance costs, of the Company’s debt consists of the following (in millions): September 30, 2021 December 31, 2020 Credit Facility $ — $ 7.2 Encina Master Financing Agreement — 17.3 Eclipse Loan and Security Agreement 39.5 — Installment Purchases 1.1 — Secured Promissory Note 10.7 — Total Debt 51.3 24.5 Current portion of long-term debt (35.0) (10.0) Long term-debt, net $ 16.3 $ 14.5 Credit Facility On August 16, 2017, Ranger Services, entered into a $50.0 million senior secured 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 Credit Facility was subject to a borrowing base that was calculated based upon a percentage of the Company’s eligible accounts receivable less certain reserves. The applicable margin for the LIBOR loans ranged from 1.5% to 2.0% and the applicable margin for Base Rate loans ranged from 0.5% to 1.0%, in each case, depending on Ranger LLC’s average excess availability under the Credit Facility. The weighted average interest rate for the borrowings under the Credit Facility was 2.3% for the nine months ended September 30, 2021. The Credit Facility was extinguished as of September 30, 2021 in connection with the Eclipse Loan Security Agreement, which is described further below. Encina Master Financing and Security Agreement On June 22, 2018, the Company entered into a Master Financing and Security Agreement (the “Financing Agreement”) with Encina Equipment Finance SPV, LLC (the “Lender”). The Company received an aggregate of $40 million to acquire certain capital equipment. The Financing Agreement was secured by a lien on certain high-spec rig assets. Borrowings under the Financing Agreement bore interest at a rate per annum equal to the sum of 8.0% plus LIBOR, which was 1.5% as of September 30, 2021. The outstanding balance of the Financing Agreement was paid in full as of September 30, 2021 in connection with the Eclipse Loan and Security Agreement. Please see below for further details. Eclipse Loan and Security Agreement On September 27, 2021, the Company entered into a loan and security agreement with Eclipse Business Capital LLC (“EBC”) and Eclipse Business Capital SPV, LLC, as administrative agent providing the Company with a senior secured credit facility in an aggregate principal amount of $77.5 million (the “EBC Credit Facility”), consisting of (i) a revolving credit facility in an aggregate principal amount of up to $50.0 million (the “Revolving Credit Facility”), (ii) a machinery and equipment term loan facility in an aggregate principal amount of up to $12.5 million (the “M&E Term Loan Facility”) and (iii) a term loan B facility in an aggregate principal amount of up to $15.0 million (the “Term Loan B Facility”). The Company capitalized fees of $2.7 million associated with the EBC Credit Facility, which are included in the Condensed Consolidated Balance Sheets as a discount to the EBC Credit Facility. Such fees will continue to be amortized through maturity and are included in Interest Expense, net on the Condensed Consolidated Statement of Operations. The Company was in compliance with the Eclipse Loan and Security Agreement covenants as of September 30, 2021. Revolving Credit Facility The Revolving Credit Facility was drawn in part on September 27, 2021, to repay existing Credit Facility, and to pay for the fees, costs and expenses incurred in connection with the EBC Credit Facility. The undrawn portion of the Revolving Credit Facility is available to fund working capital and other general corporate expenses and for other-permitted uses, including the financing of permitted investments and restricted payments. The Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable less certain reserves. The Company’s eligible accounts receivable serves as collateral for the borrowings under the Revolving Credit Facility and is scheduled to mature in September 2025. The Revolving Credit Facility includes a subjective acceleration clause and cash dominion provisions that permits the administrative agent to sweep cash daily from certain bank accounts into an account of the administrative agent to repay the Company’s obligations under the Revolving Credit Facility. Therefore, the borrowings of the Revolving Credit Facility will be classified as current maturities of long-term debt indefinitely. Under the Revolving Credit Facility, the total loan capacity was $37.5 million, which was based on a borrowing base certificate in effect as of September 30, 2021. The Company had outstanding borrowings of $29.7 million under the Revolving Credit Facility, leaving a residual $7.8 million available for borrowings as of September 30, 2021. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to 5% in excess of the LIBOR Rate and 4% in excess of the Base Rate through April 1, 2022. The weighted average applicable margin for the loan was 6.0% for the three months ended September 30, 2021. M&E Term Loan Facility Under the M&E Term Loan Facility, the Company had outstanding borrowings of $12.5 million where the monthly installments commence on March 1, 2022. Borrowings under the M&E Term Loan Facility bear interest at a rate per annum equal to 8% in excess of the LIBOR Rate and 7% in excess of the Base Rate. The weighted average interest rate for the loan was 9.0% for the three months ended September 30, 2021. The Financing Agreement is secured by a lien on certain high-spec rig assets. The M&E Term Loan Facility is scheduled to mature in September 2025. Any principal amounts repaid may not be reborrowed. On September 27, 2021, the M&E Term Loan Facility was drawn in full to repay existing Encina Master Financing Agreement and Credit Facility. Term Loan B On October 1, 2021, the Term Loan B, was finalized in connection with the closing of the Basic Acquisition. Borrowings under Term Loan B bear interest at a rate per annum equal to 12% in excess of the LIBOR Rate and 11% in excess of the Base Rate. Term Loan B is scheduled to mature in September 2022. The Financing Agreement is secured by a lien on certain high-spec rig assets. As of September 30, 2021, the Term Loan B Facility was undrawn and on October 1, 2021, the Term Loan B was drawn in full to repay borrowings under the Revolving Credit Facility. Any principal amounts repaid may not be reborrowed. Secured Promissory Note In connection with the PerfX Acquisition, on July 8, 2021, Bravo Wireline, LLC, a wholly owned subsidiary of Ranger, entered into a security agreement with Chief Investments, LLC, as administrative agent, for the financing of certain assets acquired. Certain of the assets acquired serve as collateral under the Secured Promissory Note. As of September 30, 2021, the aggregate principal balance outstanding was $10.7 million. Borrowings under the Secured Promissory Note bear interest at a rate of 8.5% per annum and is scheduled to mature in January 2024. Other Installment Purchases During the three and nine months ended September 30, 2021, the Company entered into various Installment and Security Agreements (collectively, the “Installment Agreements”) in connection with the purchase of certain ancillary equipment, where such assets are being held as collateral. As of September 30, 2021, the aggregate principal balance outstanding under the Installment Agreements was $1.1 million and is payable ratably over 36 months from the time of each purchase. The monthly installment payments contain an imputed interest rate that are consistent with the Company’s incremental borrowing rate and is not significant to the Company. ESCO Notes Payable In connection with the IPO and the ESCO Leasing, LLC (“ESCO”) acquisition, both of which occurred on August 16, 2017, the Company issued $7.0 million of Seller’s Notes as partial consideration for the ESCO acquisition. These notes included a note for $5.8 million, which was settled in March 2020. During the nine months ended September 30, 2020, the Company paid $3.8 million to settle the note and any unpaid interest, in full, and recognized a gain on the retirement of debt of $2.1 million, which is included in the Condensed Consolidated Statement of Operations within General and administrative expenses. Debt Obligations and Scheduled Maturities As of September 30, 2021, aggregate future principal payments of total debt are as follows (in millions): For the twelve months ending September 30, Total 2022 $ 35.0 2023 5.4 2024 8.6 2025 5.0 Total $ 54.0 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Equity | Note 10 — Equity Series A Preferred Stock On September 9, 2021, the Company’s board of directors authorized 6,000,001 shares of a series of the Company’s existing preferred stock designated as “Series A Preferred Stock”. The Preferred Stock is not entitled to voting rights or dividends, or other distributions from the Company. In the event of liquidation, dissolution or winding up Ranger Energy Services, Inc., holders of Preferred Stock are entitled to receive assets of Ranger prior to any distribution of assets to Common Stockholders. There were no shares issued or outstanding as of September 30, 2021. See Note 16 — Subsequent Events for further details. Equity-Based Compensation In 2017, the Company adopted the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan (the “2017 Plan”). The Company has granted shares of restricted stock (“restricted shares” or “RSAs”) and performance-based restricted stock units (“performance stock units” or “PSUs”) under the 2017 Plan. Restricted Stock Awards The Company has granted RSAs, which generally vest in three equal annual installments beginning on the first anniversary date of the grant. During the three and nine months ended September 30, 2021, the Company granted 145,215 restricted shares and 645,288 restricted shares, respectively, with an aggregate value of $4.2 million. During the three and nine months ended September 30, 2020, the Company granted 649,039 restricted shares with an aggregate fair value of $2.5 million. As of September 30, 2021, there was an aggregate $4.5 million of unrecognized expense related to restricted shares issued which is expected to be recognized over a weighted average period of 1.9 years. Performance Stock Units The performance criteria applicable to performance stock units that have been granted by the Company are based on relative total shareholder return, which measures the Company’s total shareholder return as compared to the total shareholder return of a designated peer group, and absolute total shareholder return. Generally, the performance stock units are subject to an approximated three-year performance period. During the three and nine months ended September 30, 2021, the Company granted 100,942 target shares and 246,212 target shares, respectively, of market based performance stock units at a relative and absolute grant date fair value of approximately $9.24 and $7.45 per share, respectively, which are expected to vest (if at all) following the completion of the applicable performance period on March 15, 2024. During the three and nine months ended September 30, 2020, the Company granted 121,262 target shares of market based performance stock units at a relative and absolute grant date fair value of $6.33 per share and $3.62 per share, respectively, which are expected to vest (if at all) following the completion of the applicable performance period on April 3, 2023. As of September 30, 2021, there was an aggregate $1.4 million of unrecognized compensation cost related to performance stock units which are expected to be recognized over a weighted average period of 2.0 years. Share Repurchases During the nine months ended September 30, 2020, the Company repurchased 344,827 shares of the Company’s Class A Common Stock for an aggregate $2.4 million in a privately negotiated transaction with ESCO. See Note 14 — Commitments and Contingencies for further details. |
Risk Concentrations
Risk Concentrations | 9 Months Ended |
Sep. 30, 2021 | |
Risk Concentrations | |
Risk Concentrations | Note 11 — Risk Concentrations Customer Concentrations For the three months ended September 30, 2021, two customers, EOG Resources (“EOG”) and Pioneer Natural Resources (“Pioneer”), accounted for 16% and 12%, respectively, of the Company’s consolidated revenues. For the nine months ended September 30, 2021, three customers, EOG, Pioneer and Conoco Phillips accounted for 19%, 11% and 11%, respectively, of the Company’s consolidated revenues. As of September 30, 2021, approximately 32% of the net accounts receivable balance was due from these three customers. For the three months ended September 30, 2020, two customers, EOG and Concho Resources, Inc., accounted for 24% and 16%, respectively, of the Company’s consolidated revenues. For the nine months ended September 30, 2020, the same two customers each accounted for 20% and 18% of the Company’s consolidated revenues. As of September 30, 2020, approximately 27% of the accounts receivable balance was due from these customers. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 — Income Taxes The Company is a corporation and is subject to U.S. federal income tax. The effective U.S. federal income tax rate applicable to the Company for the nine months ended September 30, 2021 and 2020 was (0.2)% and (0.8)%, respectively. 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 initial public offering and subsequent reorganization, the Company recorded a deferred tax asset. However, a full valuation allowance (“VA”) has been recorded to reduce the Company’s net deferred tax assets to an amount that is more likely than not to be realized. The VA is based upon the uncertainty of the realization of certain federal and state deferred tax assets related to net operating loss carryforwards and other tax attributes. Total income tax expense for the three and nine months ended September 30, 2021 and 2020 differed from amounts computed by applying the U.S. federal statutory tax rates to pre-tax income or loss primarily due to changes in the valuation allowance related to pre-tax book income or loss and the impact of permanent differences between book and taxable income or loss attributable to noncontrolling interest. The effective tax rate includes a rate benefit attributable to the fact that Ranger LLC operates as a limited liability company treated as a partnership for federal and state income tax purposes and as such, is not subject to federal and state income taxes, except for the State of Texas for which Ranger LLC files with the Company. Accordingly, the portion of earnings attributable to noncontrolling interest is subject to tax when reported as a component of the noncontrolling interest’s taxable income. The Company is subject to the following material taxing jurisdictions: the United States and Texas. As of September 30, 2021, the Company has no current tax years under audit. The Company remains subject to examination for federal income taxes and state income taxes for tax years 2019, 2018, 2017 and 2016. The Company has evaluated all tax positions for which the statute of limitations remains open and believes that the material positions taken would more likely than not be sustained upon examination. Therefore, as of September 30, 2021, the Company had not established any reserves for, nor recorded any unrecognized benefits related to, uncertain tax positions. The Coronavirus, Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020 in the U.S., includes measures to assist companies, including temporary changes to income and non-income-based tax laws. For the three and nine months ended September 30, 2021, there were no material tax impacts to the Condensed Consolidated Financial Statements as it relates to COVID-19 measures. However, the Company has deferred payroll tax payments of $1.9 million as of September 30, 2021, where 50% of the deferral is due by December 31, 2021. The Company will continue to monitor additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and others. |
Loss per Share
Loss per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Loss per Share | Note 13 — Loss per Share Loss per share is based on the amount of net loss allocated to the shareholders and the weighted average number of shares outstanding during the period for each class of Common Stock. The numerator and denominator used to compute loss per share were as follows (in millions, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Loss (numerator): Basic: Net loss attributable to Ranger Energy Services, Inc. $ (5.6) $ (3.2) $ (15.8) $ (6.6) Net loss attributable to Class A Common Stock $ (5.6) $ (3.2) $ (15.8) $ (6.6) Diluted: Net loss attributable to Ranger Energy Services, Inc. $ (5.6) $ (3.2) $ (15.8) $ (6.6) Net loss attributable to Class A Common Stock $ (5.6) $ (3.2) $ (15.8) $ (6.6) Weighted average shares (denominator): Weighted average number of shares - basic 11,011,864 8,506,781 9,714,508 8,532,788 Weighted average number of shares - diluted 11,011,864 8,506,781 9,714,508 8,532,788 Basic loss per share $ (0.51) $ (0.38) $ (1.63) $ (0.77) Diluted loss per share $ (0.51) $ (0.38) $ (1.63) $ (0.77) During the three and nine months ended September 30, 2021 and 2020, the Company excluded approximately 1.1 million and 1.3 million of equity-based awards, respectively. For all periods presented in the table above, 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. These items were excluded from the calculation of the loss per share, as the effect was anti-dilutive. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 — Commitments and Contingencies Legal Matters From time to time, the Company is involved in various legal matters arising in the normal course of business. The Company does not believe that the ultimate resolution of these currently pending matters will have a material adverse effect on its condensed consolidated financial position or results of operations. During the year ended December 31, 2018, the Company provided notice to ESCO that the Company sought to be indemnified for breach of contract. The Company exercised the right to stop payments of the remaining principal balance of $5.8 million on the Seller's Notes and any unpaid interest, pending resolution of certain indemnification claims. During the nine months ended September 30, 2020, the Company paid an aggregate of $6.2 million to ESCO, of which $3.8 million was paid to settle the Seller’s Note, and any unpaid interest, and $2.4 million was paid to repurchase shares of the Company’s Class A Common Stock. Please see “Note 9 — Debt” and “Note 10 — Equity” for further details of the debt and equity settlements. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Segment Reporting | Note 15 — Segment Reporting The Company’s operations are located in the United States and organized into three reportable segments: High Specification Rigs, Completion and Other Services and Processing Solutions. The reportable segments comprise the structure used by the Chief Operating Decision Maker (“CODM”) to make key operating decisions and assess performance during the years presented in the accompanying Condensed Consolidated Financial Statements. The CODM evaluates the segments’ operating performance based on multiple measures including Operating income, Adjusted EBITDA, rig hours and rig utilization. The tables below present the operating income measurement, as the Company believes this is most consistent with the principals used in measuring the Condensed Consolidated Financial Statements. The following is a description of each operating segment: High Specification Rigs. The Company’s high-spec rigs facilitate operations throughout the lifecycle of a well, including (i) completion, (ii) workover, (iii) well maintenance and (iv) decommissioning. The Company provides these advanced well services to E&P companies, particularly to those operating in unconventional oil and natural gas reservoirs and requiring technically and operationally advanced services. The Company’s high-spec rigs are designed to support growing U.S. horizontal well demands. In addition to the core well service rig operations, the Company offers a suite of complementary services. Completion and Other Services. The Completion and Other Services segment provides wireline completion services necessary to bring a well on production and other ancillary services often utilized in conjunction with the high-spec rig services to enhance the production of a well. 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 any of the operating segments or lines of business and include corporate general and administrative expenses as well as depreciation of office furniture and fixtures and other corporate assets. Segment information as of September 30, 2021 and December 31, 2020 and for the three and nine months ended September 30, 2021 and 2020 is as follows (in millions): High Specification Rigs Completion and Other Services Processing Solutions Other Total Three Months Ended September 30, 2021 Revenues $ 29.9 $ 50.8 $ 1.0 $ — $ 81.7 Cost of services 25.1 48.4 0.5 — 74.0 Depreciation and amortization 4.1 3.6 0.6 0.4 8.7 Operating income (loss) 0.7 (1.2) (0.1) (7.5) (8.1) Interest expense, net — — — 1.2 1.2 Net income (loss) 0.7 (1.2) (0.1) (8.5) (9.1) Capital expenditures $ 2.2 $ 0.7 $ 0.1 $ — $ 3.0 Nine Months Ended September 30, 2021 Revenues $ 80.6 $ 86.1 $ 3.3 $ — $ 170.0 Cost of services 68.1 82.2 1.9 — 152.2 Depreciation and amortization 13.6 8.3 1.9 1.1 24.9 Operating income (loss) (1.1) (4.4) (0.5) (17.9) (23.9) Interest expense, net — — — 2.5 2.5 Net income (loss) (1.1) (4.4) (0.5) (20.5) (26.5) Capital expenditures $ 4.6 $ 1.8 $ 0.1 $ — $ 6.5 As of September 30, 2021 Property and equipment, net $ 106.8 $ 49.5 $ 35.7 $ 4.8 $ 196.8 Total assets $ 200.6 $ 93.1 $ 36.2 $ 9.0 $ 338.9 High Specification Rigs Completion and Other Services Processing Solutions Other Total Three Months Ended September 30, 2020 Revenues $ 14.5 $ 18.9 $ 1.2 $ — $ 34.6 Cost of services 12.3 14.0 0.3 — 26.6 Depreciation and amortization 4.6 2.7 0.7 0.4 8.4 Operating income (loss) (2.4) 2.2 0.2 (5.0) (5.0) Interest expense, net — — — 0.8 0.8 Net income (loss) (2.4) 2.2 0.2 (5.7) (5.7) Capital expenditures $ 0.2 $ 0.3 $ 0.1 $ — $ 0.6 Nine Months Ended September 30, 2020 Revenues $ 60.8 $ 79.9 $ 5.6 $ — $ 146.3 Cost of services 52.3 59.0 2.2 — 113.5 Depreciation and amortization 15.1 8.0 2.6 1.1 26.8 Operating income (loss) (6.6) 12.9 0.8 (16.2) (9.1) Interest expense, net — — — 2.7 2.7 Net income (loss) (6.6) 12.9 0.8 (18.9) (11.8) Capital expenditures $ 4.5 $ 2.0 $ 0.5 $ 0.3 $ 7.3 As of December 31, 2020 Property and equipment, net $ 115.8 $ 30.8 $ 37.7 $ 5.1 $ 189.4 Total assets $ 154.3 $ 41.1 $ 38.4 $ 6.8 $ 240.6 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 — Subsequent Events Basic Energy Acquisition On September 15, 2021, Ranger Energy Acquisition, LLC entered into an Asset Purchase Agreement for certain assets of the Basic Sellers, closing on October 1, 2021. The Company purchased assets associated with Basic’s well servicing, fishing and rental, coiled tubing operations, and rolling stock assets required to support the operating assets being purchased and real property locations inclusive of, but not limited to, real property owned in New Mexico, Oklahoma and Texas. The Company did not acquire any assets of Basic in the State of California or any assets of Basic’s water logistic assets. The Company paid $36.65 million in cash to Basic, subject to normal closing adjustments and assumed liabilities. The Basic Energy Acquisition will be accounted for using the acquisition method of accounting in accordance with ASC 805. The results of operations for the acquisition will be included in the accompanying Condensed Consolidated Statements of Operations from the acquisition date. The initial accounting for the Basic Energy Acquisition has not yet been completed. Tax Receivable Agreement (“TRA”) Termination and Class B Common Stock Redemption On October 1, 2021, in connection with the Basic Acquisition, pursuant to the Tax Receivable Termination and Settlement Agreement (the “TRA Termination Agreement”), dated as of September 10, 2021, certain stockholders of the Company redeemed outstanding units in Ranger LLC, and the Company redeemed the corresponding shares of its Class B Common Stock, in each case, for an equivalent number of shares of Class A Common Stock. The Company issued 376,185 shares of Class A Common Stock upon redemption of the Ranger LLC Units and Class B Common Stock pursuant to the TRA Termination Agreement were issued and sold in reliance upon an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof. Following the redemptions, no shares of Class B Common Stock are issued and outstanding. Series A Preferred Stock - Issuance On October 1, 2021, the Company consummated the private placement under the Securities Purchase dated September 10, 2021, with certain accredited investors of 6.0 million shares of Series A Convertible Preferred Stock, (the “Preferred Stock”), in exchange for cash consideration in an aggregate amount of $42.0 million. The Preferred Stock will automatically convert into Class A Common Stock, following receipt of stockholder approval and effectiveness of the registration statement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated balance sheet as of December 31, 2020 has been derived from audited financial statements and the Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and the Securities and Exchange Commission’s (the “SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain notes and other information have been condensed or omitted. The Condensed Consolidated Financial Statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the results of operations for the interim periods. These interim financial statements should be read in conjunction with the consolidated financial statements and related notes for the years ended December 31, 2020 and 2019, included in the Annual Report filed on Form 10-K for the year ended December 31, 2020 (the “Annual Report”). Interim results for the periods presented may not be indicative of results that will be realized for future periods. |
Restricted Cash | Restricted CashThe Company’s restricted cash consisted of cash the Company was contractually obligated to utilize for the purchase of the Basic Energy assets and related transactions costs. The Company completed the Basic Energy Acquisition on October 1, 2021 and included this purchase as a liability in Other current liabilities in the Condensed Consolidated Balance Sheets. On October 1, 2021, the Company issued Series A Preferred Stock in connection with the receipt of the restricted cash. See Note 16 — Subsequent Events for further details. |
Use of Estimates | Use of Estimates The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Management uses historical and other pertinent information to determine these estimates. Actual results could differ from such estimates. Areas where critical accounting estimates are made by management include: • Depreciation and amortization of property and equipment and intangible assets; • Assets acquired and liabilities assumed in business combinations; • Impairment of property and equipment and intangible assets; • Revenue recognition; • Income taxes; and • Equity-based compensation. |
Emerging Growth Company status | Emerging Growth Company Status and Smaller Reporting Company Status The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. 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 its initial public offering (“IPO”), (b) in which its total annual gross revenue is 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, or (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 Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses , which replaces the incurred loss impairment methodology to reflect expected credit losses. The amendment requires the measurement of all expected credit losses for financial assets held at the reporting date to be performed based on historical experience, current conditions and reasonable and supportable forecasts. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the effect of this accounting standard on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for accounting contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships and other transactions that reference the London Interbank Offering Rate (“LIBOR”) or another reference rate expected to be discontinued due to the reference rate reform. ASU 2020-04 became effective as of March 12, 2020 and can be applied through December 31, 2022. The Company has not made any contract modifications as of the date of this report to transition to a different reference rate, however it will consider this guidance as future modifications are made. With the exception of the standards above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to the Company’s Condensed Consolidated Financial Statements. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of fair value disclosure of asset and liability | The following table presents the fair value of assets acquired and liabilities assumed in accordance with ASC 805 (in millions): Cash $ 1.0 Accounts receivable 4.6 Inventory 2.4 Prepaid and other current assets 0.9 Property and equipment 17.6 Total assets acquired 26.5 Accounts payable 5.4 Accrued expenses 1.0 Total liabilities assumed 6.4 Allocated purchase price $ 20.1 |
Schedule of Pro Forma Information | The following is supplemental pro-forma revenue, operating loss, net loss and loss per share had the PerfX Acquisition occurred as of January 1, 2020 (in millions): Nine Months Ended September 30, 2021 2020 Revenue $ 224.9 $ 225.0 Operating loss $ (27.2) $ (13.9) Net loss $ (30.1) $ (20.8) Basic and diluted loss per share $ (1.90) $ (1.20) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Property and equipment, net include the following (in millions): Estimated Useful Life September 30, 2021 December 31, 2020 High specification rigs 20 $ 127.2 $ 127.2 High specification rigs machinery and equipment 5 - 10 42.9 39.7 Completion and other services machinery and equipment 5 - 10 77.2 56.5 Processing solutions machinery and equipment 3 - 30 46.7 45.9 Vehicles 3 - 15 26.7 20.4 Other property and equipment 5 - 25 10.5 10.9 Property and equipment 331.2 300.6 Less: accumulated depreciation (137.0) (113.0) Construction in progress 2.6 1.8 Property and equipment, net $ 196.8 $ 189.4 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of definite lived intangible assets | Definite lived intangible assets are comprised of the following (in millions): Estimated Useful Life September 30, 2021 December 31, 2020 Customer relationships 10-18 $ 11.4 $ 11.4 Less: accumulated amortization (3.4) (2.9) Intangible assets, net $ 8.0 $ 8.5 |
Schedule of aggregated amortization expense for future periods | Amortization expense for the future periods is expected to be as follows (in millions): For the twelve months ending September 30, Amount 2022 $ 0.7 2023 0.7 2024 0.7 2025 0.7 2026 0.8 Thereafter 4.4 Total $ 8.0 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of accrued expenses | Accrued expenses include the following (in millions): September 30, 2021 December 31, 2020 Accrued payables $ 19.0 $ 2.7 Accrued compensation 8.7 4.5 Accrued taxes 2.0 1.0 Accrued insurance 3.2 1.1 Accrued expenses $ 32.9 $ 9.3 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of other information related to operating and finance leases | Lease costs associated with yard and field offices are included in cost of services and executive offices are included in general and administrative costs in the Condensed Consolidated Statements of Operations. Lease costs and other information related to operating leases for the three and nine months ended September 30, 2021 and 2020, are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Short-term lease costs $ 1.1 $ 0.3 $ 1.9 $ 1.7 Operating lease cost $ 0.5 $ 0.7 $ 1.3 $ 2.1 Operating cash outflows from operating leases $ 0.4 $ 0.7 $ 1.1 $ 2.1 Weighted average remaining lease term 5.2 years 6.0 years Weighted average discount rate 8.8 % 9.3 % Lease costs and other information related to finance leases for the three and nine months ended September 30, 2021 and 2020, are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Amortization of finance leases $ 0.6 $ 1.0 $ 2.2 $ 3.8 Interest on lease liabilities $ 0.1 $ 0.1 $ 0.3 $ 0.4 Financing cash outflows from finance leases $ 0.2 $ 1.1 $ 2.4 $ 3.7 Weighted average remaining lease term 1.5 years 1.4 years Weighted average discount rate 2.8 % 3.9 % |
Schedule of future minimum leases payments for operating leases | Aggregate future minimum lease payments under operating leases are as follows (in millions): For the twelve months ending September 30, Total 2022 $ 2.3 2023 1.5 2024 1.4 2025 2.2 2026 1.4 Thereafter 0.7 Total future minimum lease payments 9.5 Less: amount representing interest (1.9) Present value of future minimum lease payments 7.6 Less: current portion of operating lease obligations (1.7) Long-term portion of finance lease obligations $ 5.9 |
Schedule of future minimum leases payments for finances leases | Aggregate future minimum lease payments under finance leases are as follows (in millions): For the twelve months ending September 30, Total 2022 $ 2.3 2023 1.1 2024 0.4 2025 — Total future minimum lease payments 3.8 Less: amount representing interest (0.2) Present value of future minimum lease payments 3.6 Less: current portion of finance lease obligations (2.2) Long-term portion of finance lease obligations $ 1.4 As of September 30, 2021, aggregate future lease payments of the financing liabilities are as follows (in millions): For the twelve months ending September 30, Total 2022 $ 2.6 2023 0.9 2024 0.6 2025 0.7 2026 0.7 Thereafter 9.8 Total future minimum lease payments $ 15.3 |
Other Financing Liabilities (Ta
Other Financing Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of future minimum leases payments for finances leases | Aggregate future minimum lease payments under finance leases are as follows (in millions): For the twelve months ending September 30, Total 2022 $ 2.3 2023 1.1 2024 0.4 2025 — Total future minimum lease payments 3.8 Less: amount representing interest (0.2) Present value of future minimum lease payments 3.6 Less: current portion of finance lease obligations (2.2) Long-term portion of finance lease obligations $ 1.4 As of September 30, 2021, aggregate future lease payments of the financing liabilities are as follows (in millions): For the twelve months ending September 30, Total 2022 $ 2.6 2023 0.9 2024 0.6 2025 0.7 2026 0.7 Thereafter 9.8 Total future minimum lease payments $ 15.3 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | The aggregate carrying amounts, net of issuance costs, of the Company’s debt consists of the following (in millions): September 30, 2021 December 31, 2020 Credit Facility $ — $ 7.2 Encina Master Financing Agreement — 17.3 Eclipse Loan and Security Agreement 39.5 — Installment Purchases 1.1 — Secured Promissory Note 10.7 — Total Debt 51.3 24.5 Current portion of long-term debt (35.0) (10.0) Long term-debt, net $ 16.3 $ 14.5 |
Schedule of future payments | As of September 30, 2021, aggregate future principal payments of total debt are as follows (in millions): For the twelve months ending September 30, Total 2022 $ 35.0 2023 5.4 2024 8.6 2025 5.0 Total $ 54.0 |
Loss per Share (Tables)
Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of loss per share | Loss per share is based on the amount of net loss allocated to the shareholders and the weighted average number of shares outstanding during the period for each class of Common Stock. The numerator and denominator used to compute loss per share were as follows (in millions, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Loss (numerator): Basic: Net loss attributable to Ranger Energy Services, Inc. $ (5.6) $ (3.2) $ (15.8) $ (6.6) Net loss attributable to Class A Common Stock $ (5.6) $ (3.2) $ (15.8) $ (6.6) Diluted: Net loss attributable to Ranger Energy Services, Inc. $ (5.6) $ (3.2) $ (15.8) $ (6.6) Net loss attributable to Class A Common Stock $ (5.6) $ (3.2) $ (15.8) $ (6.6) Weighted average shares (denominator): Weighted average number of shares - basic 11,011,864 8,506,781 9,714,508 8,532,788 Weighted average number of shares - diluted 11,011,864 8,506,781 9,714,508 8,532,788 Basic loss per share $ (0.51) $ (0.38) $ (1.63) $ (0.77) Diluted loss per share $ (0.51) $ (0.38) $ (1.63) $ (0.77) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Schedule of segment information | Segment information as of September 30, 2021 and December 31, 2020 and for the three and nine months ended September 30, 2021 and 2020 is as follows (in millions): High Specification Rigs Completion and Other Services Processing Solutions Other Total Three Months Ended September 30, 2021 Revenues $ 29.9 $ 50.8 $ 1.0 $ — $ 81.7 Cost of services 25.1 48.4 0.5 — 74.0 Depreciation and amortization 4.1 3.6 0.6 0.4 8.7 Operating income (loss) 0.7 (1.2) (0.1) (7.5) (8.1) Interest expense, net — — — 1.2 1.2 Net income (loss) 0.7 (1.2) (0.1) (8.5) (9.1) Capital expenditures $ 2.2 $ 0.7 $ 0.1 $ — $ 3.0 Nine Months Ended September 30, 2021 Revenues $ 80.6 $ 86.1 $ 3.3 $ — $ 170.0 Cost of services 68.1 82.2 1.9 — 152.2 Depreciation and amortization 13.6 8.3 1.9 1.1 24.9 Operating income (loss) (1.1) (4.4) (0.5) (17.9) (23.9) Interest expense, net — — — 2.5 2.5 Net income (loss) (1.1) (4.4) (0.5) (20.5) (26.5) Capital expenditures $ 4.6 $ 1.8 $ 0.1 $ — $ 6.5 As of September 30, 2021 Property and equipment, net $ 106.8 $ 49.5 $ 35.7 $ 4.8 $ 196.8 Total assets $ 200.6 $ 93.1 $ 36.2 $ 9.0 $ 338.9 High Specification Rigs Completion and Other Services Processing Solutions Other Total Three Months Ended September 30, 2020 Revenues $ 14.5 $ 18.9 $ 1.2 $ — $ 34.6 Cost of services 12.3 14.0 0.3 — 26.6 Depreciation and amortization 4.6 2.7 0.7 0.4 8.4 Operating income (loss) (2.4) 2.2 0.2 (5.0) (5.0) Interest expense, net — — — 0.8 0.8 Net income (loss) (2.4) 2.2 0.2 (5.7) (5.7) Capital expenditures $ 0.2 $ 0.3 $ 0.1 $ — $ 0.6 Nine Months Ended September 30, 2020 Revenues $ 60.8 $ 79.9 $ 5.6 $ — $ 146.3 Cost of services 52.3 59.0 2.2 — 113.5 Depreciation and amortization 15.1 8.0 2.6 1.1 26.8 Operating income (loss) (6.6) 12.9 0.8 (16.2) (9.1) Interest expense, net — — — 2.7 2.7 Net income (loss) (6.6) 12.9 0.8 (18.9) (11.8) Capital expenditures $ 4.5 $ 2.0 $ 0.5 $ 0.3 $ 7.3 As of December 31, 2020 Property and equipment, net $ 115.8 $ 30.8 $ 37.7 $ 5.1 $ 189.4 Total assets $ 154.3 $ 41.1 $ 38.4 $ 6.8 $ 240.6 |
Organization and Business Ope_2
Organization and Business Operations - Business (Details) $ in Thousands | Oct. 01, 2021USD ($) | Sep. 30, 2021segment |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of reportable segments | segment | 3 | |
Basic Energy Services, Inc. | Subsequent event | ||
Asset Acquisition [Line Items] | ||
Basic transaction, buyer and the basic sellers | $ | $ 36,650 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ in Thousands | Jul. 08, 2021USD ($)shares | May 14, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2021USD ($)acquisition | Sep. 30, 2020USD ($) |
Business Acquisition [Line Items] | |||||
Number of acquisitions | acquisition | 2 | ||||
PerfX Wireline Services, LLC | |||||
Business Acquisition [Line Items] | |||||
Revenue | $ 27,900 | $ 27,900 | |||
Operating loss | $ 500 | $ 500 | |||
Patriot | |||||
Business Acquisition [Line Items] | |||||
Allocated purchase price | $ 11,000 | ||||
Business combination common stock and cash paid | $ 3,300 | ||||
Patriot | Class A Common Stock | |||||
Business Acquisition [Line Items] | |||||
Number of shares issued (in shares) | shares | 1,300,000 | ||||
PerfX Wireline Services, LLC | |||||
Business Acquisition [Line Items] | |||||
Allocated purchase price | $ 20,100 | ||||
Financing receivable | $ 11,400 | ||||
Interest rate | 8.50% | 8.50% | |||
Revenue | $ 224,900 | $ 225,000 | |||
Operating loss | $ 27,200 | $ 13,900 | |||
PerfX Wireline Services, LLC | Class A Common Stock | |||||
Business Acquisition [Line Items] | |||||
Number of shares issued (in shares) | shares | 1,000,000 | 100,000 |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities (Details) - PerfX Wireline Services, LLC $ in Millions | Jul. 08, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 1 |
Accounts receivable | 4.6 |
Inventory | 2.4 |
Prepaid and other current assets | 0.9 |
Property and equipment | 17.6 |
Total assets acquired | 26.5 |
Accounts payable | 5.4 |
Accrued expenses | 1 |
Total liabilities assumed | 6.4 |
Allocated purchase price | $ 20.1 |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - PerfX Wireline Services, LLC - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 224,900 | $ 225,000 |
Operating loss | (27,200) | (13,900) |
Net loss | $ (30,100) | $ (20,800) |
Basic loss per share (in dollars per share) | $ (1,900,000) | $ (1,200,000) |
Diluted loss per share (in dollars per share) | $ (1,900,000) | $ (1,200,000) |
Transaction costs related to acquisition | $ 700 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment, Net | |||||
Property and equipment | $ 331.2 | $ 331.2 | $ 300.6 | ||
Less: accumulated depreciation | (137) | (137) | (113) | ||
Construction in progress | 2.6 | 2.6 | 1.8 | ||
Property and equipment, net | 196.8 | 196.8 | 189.4 | ||
Depreciation expense | $ 8.6 | $ 8.2 | 24.4 | $ 26.2 | |
High specification rigs | |||||
Property, Plant and Equipment, Net | |||||
Estimated Useful Life (years) | 20 years | ||||
Property and equipment | $ 127.2 | 127.2 | 127.2 | ||
High specification rigs machinery and equipment | |||||
Property, Plant and Equipment, Net | |||||
Property and equipment | 42.9 | 42.9 | 39.7 | ||
Completion and other services machinery and equipment | |||||
Property, Plant and Equipment, Net | |||||
Property and equipment | 77.2 | 77.2 | 56.5 | ||
Processing solutions machinery and equipment | |||||
Property, Plant and Equipment, Net | |||||
Property and equipment | 46.7 | 46.7 | 45.9 | ||
Vehicles | |||||
Property, Plant and Equipment, Net | |||||
Property and equipment | 26.7 | 26.7 | 20.4 | ||
Other property and equipment | |||||
Property, Plant and Equipment, Net | |||||
Property and equipment | $ 10.5 | $ 10.5 | $ 10.9 | ||
Minimum | High specification rigs machinery and equipment | |||||
Property, Plant and Equipment, Net | |||||
Estimated Useful Life (years) | 5 years | ||||
Minimum | Completion and other services machinery and equipment | |||||
Property, Plant and Equipment, Net | |||||
Estimated Useful Life (years) | 5 years | ||||
Minimum | Processing solutions machinery and equipment | |||||
Property, Plant and Equipment, Net | |||||
Estimated Useful Life (years) | 3 years | ||||
Minimum | Vehicles | |||||
Property, Plant and Equipment, Net | |||||
Estimated Useful Life (years) | 3 years | ||||
Minimum | Other property and equipment | |||||
Property, Plant and Equipment, Net | |||||
Estimated Useful Life (years) | 5 years | ||||
Maximum | High specification rigs machinery and equipment | |||||
Property, Plant and Equipment, Net | |||||
Estimated Useful Life (years) | 10 years | ||||
Maximum | Completion and other services machinery and equipment | |||||
Property, Plant and Equipment, Net | |||||
Estimated Useful Life (years) | 10 years | ||||
Maximum | Processing solutions 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) | 15 years | ||||
Maximum | Other property and equipment | |||||
Property, Plant and Equipment, Net | |||||
Estimated Useful Life (years) | 25 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Intangibles (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Intangible assets | ||
Less: accumulated amortization | $ (3.4) | $ (2.9) |
Intangible assets, net | 8 | 8.5 |
Customer relationships | ||
Intangible assets | ||
Customer relationships | $ 11.4 | $ 11.4 |
Minimum | Customer relationships | ||
Intangible assets | ||
Estimated Useful Life (years) | 10 years | |
Maximum | Customer relationships | ||
Intangible assets | ||
Estimated Useful Life (years) | 18 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 0.1 | $ 0.2 | $ 0.5 | $ 0.6 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 0.7 | |
2023 | 0.7 | |
2024 | 0.7 | |
2025 | 0.7 | |
2026 | 0.8 | |
Thereafter | 4.4 | |
Intangible assets, net | $ 8 | $ 8.5 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Accrued payables | $ 19 | $ 2.7 |
Accrued compensation | 8.7 | 4.5 |
Accrued taxes | 2 | 1 |
Accrued insurance | 3.2 | 1.1 |
Accrued expenses | $ 32.9 | $ 9.3 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Sep. 30, 2021 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease term, operating leases | 12 months |
Lease term, finance leases | 3 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease term, operating leases | 7 years |
Lease term, finance leases | 5 years |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Operating and Finance Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Short-term lease costs | $ 1.1 | $ 0.3 | $ 1.9 | $ 1.7 |
Operating lease cost | 0.5 | 0.7 | 1.3 | 2.1 |
Operating cash outflows from operating leases | $ 0.4 | $ 0.7 | $ 1.1 | $ 2.1 |
Weighted average remaining lease term | 5 years 2 months 12 days | 6 years | 5 years 2 months 12 days | 6 years |
Weighted average discount rate | 8.80% | 9.30% | 8.80% | 9.30% |
Amortization of finance leases | $ 0.6 | $ 1 | $ 2.2 | $ 3.8 |
Interest on lease liabilities | 0.1 | 0.1 | 0.3 | 0.4 |
Financing cash outflows from finance leases | $ 0.2 | $ 1.1 | $ 2.4 | $ 3.7 |
Weighted average remaining lease term | 1 year 6 months | 1 year 4 months 24 days | 1 year 6 months | 1 year 4 months 24 days |
Weighted average discount rate | 2.80% | 3.90% | 2.80% | 3.90% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments for Operating and Finance Leases (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Payment, Due, Rolling Maturity [Abstract] | ||
2022 | $ 2.3 | |
2023 | 1.5 | |
2024 | 1.4 | |
2025 | 2.2 | |
2026 | 1.4 | |
Thereafter | 0.7 | |
Total future minimum lease payments | 9.5 | |
Less: amount representing interest | (1.9) | |
Present value of future minimum lease payments | 7.6 | |
Less: current portion of operating lease obligations | (1.7) | |
Long-term portion of finance lease obligations | 5.9 | $ 5.2 |
Finance Lease, Liability, Payment, Due, Rolling Maturity [Abstract] | ||
2022 | 2.3 | |
2023 | 1.1 | |
2024 | 0.4 | |
2025 | 0 | |
Total future minimum lease payments | 3.8 | |
Less: amount representing interest | (0.2) | |
Present value of future minimum lease payments | 3.6 | |
Less: current portion of finance lease obligations | (2.2) | |
Long-term portion of finance lease obligations | $ 1.4 |
Other Financing Liabilities (De
Other Financing Liabilities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Proceeds from financing of sale-leasebacks | $ (15.6) | $ 0 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term, finance leases | 3 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term, finance leases | 5 years | |
Building | ||
Lessee, Lease, Description [Line Items] | ||
Lease term, finance leases | 15 years | |
Annual rent escalation | 2.00% | |
Other Fixed Assets | ||
Lessee, Lease, Description [Line Items] | ||
Proceeds from financing of sale-leasebacks | $ 3.5 | |
Other Fixed Assets | Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Payment terms | 18 months | |
Other Fixed Assets | Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Payment terms | 60 months | |
Parcel Of Land And Building | ||
Lessee, Lease, Description [Line Items] | ||
Proceeds from financing of sale-leasebacks | $ 12.1 |
Other Financing Liabilities - A
Other Financing Liabilities - Aggregate Future Principal Payments (Details) $ in Millions | Sep. 30, 2021USD ($) |
Lessee, Lease, Description [Line Items] | |
2022 | $ 2.3 |
2023 | 1.1 |
2024 | 0.4 |
2025 | 0 |
Total future minimum lease payments | 3.8 |
Building | |
Lessee, Lease, Description [Line Items] | |
2022 | 2.6 |
2023 | 0.9 |
2024 | 0.6 |
2025 | 0.7 |
2026 | 0.7 |
Thereafter | 9.8 |
Total future minimum lease payments | $ 15.3 |
Debt - Summary of Debt Outstand
Debt - Summary of Debt Outstanding (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total Debt | $ 51.3 | $ 24.5 |
Current portion of long-term debt | (35) | (10) |
Long term-debt, net | 16.3 | 14.5 |
Credit Facility | ||
Debt Instrument [Line Items] | ||
Total Debt | 0 | 7.2 |
Encina Master Financing Agreement | ||
Debt Instrument [Line Items] | ||
Total Debt | 0 | 17.3 |
Eclipse Loan and Security Agreement | ||
Debt Instrument [Line Items] | ||
Total Debt | 39.5 | 0 |
Installment Purchases | ||
Debt Instrument [Line Items] | ||
Total Debt | 1.1 | 0 |
Secured Promissory Note | ||
Debt Instrument [Line Items] | ||
Total Debt | $ 10.7 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Oct. 01, 2021 | Jun. 22, 2018 | Aug. 16, 2017 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 27, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||||
Financing amount | $ 54,000,000 | |||||||
Remaining principal balance | 51,300,000 | $ 24,500,000 | ||||||
Gain on debt retirement | (200,000) | $ 2,100,000 | ||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowings | $ 37,500,000 | |||||||
M&E Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Weighted average interest rate | 9.00% | |||||||
LIBOR | M&E Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 8.00% | |||||||
Base Rate | M&E Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 7.00% | |||||||
Line of Credit | EBC Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowings | $ 77,500,000 | |||||||
Line of Credit | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowings | 50,000,000 | |||||||
Remaining principal balance | $ 29,700,000 | |||||||
Remaining borrowing | 7,800,000 | |||||||
Line of Credit | M&E Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowings | $ 12,500,000 | 12,500,000 | ||||||
Line of Credit | Term Loan B Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowings | $ 15,000,000 | |||||||
Line of Credit | LIBOR | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 5.00% | |||||||
Weighted average interest rate | 6.00% | |||||||
Line of Credit | LIBOR | Term Loan B Facility | Subsequent event | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 12.00% | |||||||
Line of Credit | Base Rate | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 4.00% | |||||||
Line of Credit | Base Rate | Term Loan B Facility | Subsequent event | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 11.00% | |||||||
Installment Purchases | ||||||||
Debt Instrument [Line Items] | ||||||||
Remaining principal balance | $ 1,100,000 | $ 0 | ||||||
Notes payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Exercise of right to stop payments on remaining principal balance, amount | $ 5,800,000 | |||||||
Payment for retirement of debt | 3,800,000 | |||||||
Gain on debt retirement | $ 2,100,000 | |||||||
Senior Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowings | $ 50,000,000 | |||||||
Weighted average interest rate | 2.30% | |||||||
Unamortized debt issuance costs | $ 2,700,000 | |||||||
Senior Revolving Credit Facility | LIBOR | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 1.50% | |||||||
Senior Revolving Credit Facility | LIBOR | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 2.00% | |||||||
Senior Revolving Credit Facility | Base Rate | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 0.50% | |||||||
Senior Revolving Credit Facility | Base Rate | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 1.00% | |||||||
Financing Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of debt | $ 40,000,000 | |||||||
Financing Agreement | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate (as a percent) | 8.00% | |||||||
Interest rate margin (as a percent) | 1.50% | |||||||
Installment Purchases | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt term | 36 months | |||||||
Secured Promissory Note | Notes payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate (as a percent) | 8.50% | |||||||
Remaining principal balance | $ 10,700,000 | |||||||
Seller's Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of debt | $ 7,000,000 |
Debt - Schedule of Future Payme
Debt - Schedule of Future Payments (Details) $ in Millions | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 35 |
2023 | 5.4 |
2024 | 8.6 |
2025 | 5 |
Total | $ 54 |
Equity (Details)
Equity (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2019USD ($)shares | Sep. 30, 2021USD ($)installment$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)installment$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 09, 2021shares | Dec. 31, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | shares | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Treasury Stock, Value, Acquired, Cost Method | $ | $ 3,100,000 | ||||||
2019 Share Repurchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share repurchase program, authorized percentage of outstanding Class A Common Stock held by non-affiliates | 10.00% | ||||||
Stock repurchase program, number of shares authorized to be repurchased (in shares) | shares | 580,000 | ||||||
Stock repurchase program, authorized amount | $ | $ 5,000,000 | ||||||
Duration of share repurchase program | 12 months | ||||||
Class A Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Treasury Stock, Shares, Acquired | shares | 344,827 | ||||||
Treasury Stock, Value, Acquired, Cost Method | $ | $ 2,400,000 | ||||||
Class A Common Stock | 2019 Share Repurchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Treasury Stock, Shares, Acquired | shares | 93,063 | ||||||
Treasury Stock, Value, Acquired, Cost Method | $ | $ 700,000 | ||||||
Series A Convertible Preferred Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | shares | 6,000,001 | ||||||
Restricted Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted shares issued (in shares) | shares | 145,215 | 649,039 | 645,288 | 649,039 | |||
Value of shares granted | $ | $ 4,200,000 | $ 2,500,000 | $ 4,200,000 | $ 2,500,000 | |||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ | $ 4,500,000 | $ 4,500,000 | |||||
Weighted average period | 1 year 10 months 24 days | ||||||
Equal annual installments | installment | 3 | 3 | |||||
PSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Performance period | 3 years | ||||||
Market Based Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted shares issued (in shares) | shares | 100,942 | 121,262 | 246,212 | 121,262 | |||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ | $ 1,400,000 | $ 1,400,000 | |||||
Weighted average period | 2 years | ||||||
Market Based Restricted Stock Units, Relative | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of target shares granted to employees (in dollars per share) | $ / shares | $ 9.24 | $ 6.33 | $ 9.24 | $ 6.33 | |||
Market Based Restricted Stock Units, Absolute | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of target shares granted to employees (in dollars per share) | $ / shares | $ 7.45 | $ 3.62 | $ 7.45 | $ 3.62 |
Risk Concentrations (Details)
Risk Concentrations (Details) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | EOG Resources | ||||
Customer Concentrations | ||||
Concentration risk (as a percent) | 16.00% | 24.00% | 19.00% | 20.00% |
Revenue | Pioneer Natural Resources | ||||
Customer Concentrations | ||||
Concentration risk (as a percent) | 12.00% | 11.00% | ||
Revenue | Conoco Phillips | ||||
Customer Concentrations | ||||
Concentration risk (as a percent) | 11.00% | |||
Revenue | Concho Resources, Inc. | ||||
Customer Concentrations | ||||
Concentration risk (as a percent) | 16.00% | 18.00% | ||
Accounts Receivable | EOG Resources | ||||
Customer Concentrations | ||||
Concentration risk (as a percent) | 32.00% | 27.00% | ||
Accounts Receivable | Pioneer Natural Resources | ||||
Customer Concentrations | ||||
Concentration risk (as a percent) | 32.00% | |||
Accounts Receivable | Conoco Phillips | ||||
Customer Concentrations | ||||
Concentration risk (as a percent) | 32.00% | |||
Accounts Receivable | Concho Resources, Inc. | ||||
Customer Concentrations | ||||
Concentration risk (as a percent) | 27.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Contingency [Line Items] | ||
Effective federal income tax rate (as a percent) | (0.20%) | (0.80%) |
Texas Margin Tax, maximum statutory effective rate | 0.75% | |
COVID-19 | ||
Income Tax Contingency [Line Items] | ||
Deferred payroll tax payments | $ 1.9 |
Loss per Share (Details)
Loss per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Basic: | ||||
Net loss attributable to Ranger Energy Services, Inc. | $ (5.6) | $ (3.2) | $ (15.8) | $ (6.6) |
Net loss attributable to Class A Common Stock | (5.6) | (3.2) | (15.8) | (6.6) |
Diluted: | ||||
Net loss attributable to Ranger Energy Services, Inc. | (5.6) | (3.2) | (15.8) | (6.6) |
Net loss attributable to Class A Common Stock | $ (5.6) | $ (3.2) | $ (15.8) | $ (6.6) |
Weighted average shares (denominator): | ||||
Weighted average number of shares - basic (in shares) | 11,011,864 | 8,506,781 | 9,714,508 | 8,532,788 |
Weighted average number of shares - diluted (in shares) | 11,011,864 | 8,506,781 | 9,714,508 | 8,532,788 |
Basic loss per share (in dollars per share) | $ (0.51) | $ (0.38) | $ (1.63) | $ (0.77) |
Diluted loss per share (in dollars per share) | $ (0.51) | $ (0.38) | $ (1.63) | $ (0.77) |
Equity-Based awards | ||||
Weighted average shares (denominator): | ||||
Antidilutive securities (in shares) | 1,100,000 | 1,300,000 | 1,100,000 | 1,300,000 |
Convertible Common Stock | ||||
Weighted average shares (denominator): | ||||
Antidilutive securities (in shares) | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | |
Loss Contingencies [Line Items] | ||
Payment to ESCO for debt repayment and repurchase of shares | $ 6.2 | |
Repurchase of class A common stock | 3.1 | |
Class A Common Stock | ||
Loss Contingencies [Line Items] | ||
Repurchase of class A common stock | 2.4 | |
Notes payable | ||
Loss Contingencies [Line Items] | ||
Exercise of right to stop payments on remaining principal balance, amount | $ 5.8 | |
Payment for retirement of debt | $ 3.8 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Segment Reporting | |||||
Number of reportable segments | segment | 3 | ||||
Revenues | $ 81.7 | $ 34.6 | $ 170 | $ 146.3 | |
Cost of services | 74 | 26.6 | 152.2 | 113.5 | |
Depreciation and amortization | 8.7 | 8.4 | 24.9 | 26.8 | |
Operating income (loss) | (8.1) | (5) | (23.9) | (9.1) | |
Interest expense, net | 1.2 | 0.8 | 2.5 | 2.7 | |
Net income (loss) | (9.1) | (5.7) | (26.5) | (11.8) | |
Capital expenditures | 3 | 0.6 | 6.5 | 7.3 | |
Property and equipment, net | 196.8 | 196.8 | $ 189.4 | ||
Total assets | 338.9 | 338.9 | 240.6 | ||
Operating Segments | High specification rigs | |||||
Segment Reporting | |||||
Revenues | 29.9 | 14.5 | 80.6 | 60.8 | |
Cost of services | 25.1 | 12.3 | 68.1 | 52.3 | |
Depreciation and amortization | 4.1 | 4.6 | 13.6 | 15.1 | |
Operating income (loss) | 0.7 | (2.4) | (1.1) | (6.6) | |
Interest expense, net | 0 | 0 | 0 | 0 | |
Net income (loss) | 0.7 | (2.4) | (1.1) | (6.6) | |
Capital expenditures | 2.2 | 0.2 | 4.6 | 4.5 | |
Property and equipment, net | 106.8 | 106.8 | 115.8 | ||
Total assets | 200.6 | 200.6 | 154.3 | ||
Operating Segments | Completion and other services | |||||
Segment Reporting | |||||
Revenues | 50.8 | 18.9 | 86.1 | 79.9 | |
Cost of services | 48.4 | 14 | 82.2 | 59 | |
Depreciation and amortization | 3.6 | 2.7 | 8.3 | 8 | |
Operating income (loss) | (1.2) | 2.2 | (4.4) | 12.9 | |
Interest expense, net | 0 | 0 | 0 | 0 | |
Net income (loss) | (1.2) | 2.2 | (4.4) | 12.9 | |
Capital expenditures | 0.7 | 0.3 | 1.8 | 2 | |
Property and equipment, net | 49.5 | 49.5 | 30.8 | ||
Total assets | 93.1 | 93.1 | 41.1 | ||
Operating Segments | Processing Solutions | |||||
Segment Reporting | |||||
Revenues | 1 | 1.2 | 3.3 | 5.6 | |
Cost of services | 0.5 | 0.3 | 1.9 | 2.2 | |
Depreciation and amortization | 0.6 | 0.7 | 1.9 | 2.6 | |
Operating income (loss) | (0.1) | 0.2 | (0.5) | 0.8 | |
Interest expense, net | 0 | 0 | 0 | 0 | |
Net income (loss) | (0.1) | 0.2 | (0.5) | 0.8 | |
Capital expenditures | 0.1 | 0.1 | 0.1 | 0.5 | |
Property and equipment, net | 35.7 | 35.7 | 37.7 | ||
Total assets | 36.2 | 36.2 | 38.4 | ||
Segment Reconciling Items | |||||
Segment Reporting | |||||
Revenues | 0 | 0 | 0 | 0 | |
Cost of services | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 0.4 | 0.4 | 1.1 | 1.1 | |
Operating income (loss) | (7.5) | (5) | (17.9) | (16.2) | |
Interest expense, net | 1.2 | 0.8 | 2.5 | 2.7 | |
Net income (loss) | (8.5) | (5.7) | (20.5) | (18.9) | |
Capital expenditures | 0 | $ 0 | 0 | $ 0.3 | |
Property and equipment, net | 4.8 | 4.8 | 5.1 | ||
Total assets | $ 9 | $ 9 | $ 6.8 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | Oct. 01, 2021 | Sep. 20, 2021 |
Series A Convertible Preferred Stock | Private Placement | ||
Subsequent Event [Line Items] | ||
Proceeds from issuance of preferred stock | $ 42,000 | |
Subsequent event | ||
Subsequent Event [Line Items] | ||
Shares redeemed (in shares) | 376,185 | |
Subsequent event | Basic Energy Services, Inc. | ||
Subsequent Event [Line Items] | ||
Basic transaction, buyer and the basic sellers | $ 36,650 | |
Subsequent event | Series A Convertible Preferred Stock | Private Placement | ||
Subsequent Event [Line Items] | ||
Sale of stock, number of shares issued in the transaction (in shares) | 6,000,000 | |
Sale of stock, consideration received on transaction | $ 42,000 |