Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 28, 2017 | |
Entity Registrant Name | Ranger Energy Services, Inc. | |
Entity Central Index Key | 1,699,039 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 8,413,178 | |
Class B Common Stock | ||
Entity Common Stock, Shares Outstanding | 6,866,154 |
CONDENSED COMBINED CONSOLIDATED
CONDENSED COMBINED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 2.4 | $ 1.6 |
Restricted cash | 1.6 | 1.8 |
Accounts receivable, net | 19.1 | 13.4 |
Unbilled revenues | 1.5 | 1.2 |
Prepaid expenses and other current assets | 4.1 | 1.4 |
Assets held for sale | 2.9 | 2.9 |
Total current assets | 31.6 | 22.3 |
Property, plant and equipment, net | 120.9 | 102.4 |
Goodwill | 1.6 | 1.6 |
Intangible assets, net | 8.9 | 9.2 |
Other assets | 2.3 | 0.2 |
Total assets | 165.3 | 135.7 |
Current liabilities | ||
Accounts payable | 11.7 | 4.7 |
Accounts payable - related party | 2.4 | |
Accrued expenses | 11.2 | 2 |
Capital lease obligations, current portion | 7.4 | 0.5 |
Related party debt | 17.6 | |
Long-term debt, current portion | 10.5 | 2.3 |
Total current liabilities | 58.4 | 11.9 |
Capital lease obligations, less current portion | 0.7 | 0.3 |
Long-term debt, less current portion | 9.8 | |
Other long-term liabilities | 1 | 1.1 |
Total liabilities | 60.1 | 23.1 |
Commitments and contingencies (Note 10) | ||
Net parent investment | 105.2 | 112.6 |
Total liabilities and net parent investment | $ 165.3 | $ 135.7 |
CONDENSED COMBINED CONSOLIDATE3
CONDENSED COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues | ||||
Total revenues | $ 33.7 | $ 5.6 | $ 62.8 | $ 10.4 |
Cost of services (exclusive of depreciation and amortization shown separately): | ||||
Total cost of services | 26.2 | 3.7 | 50.1 | 7.2 |
General and administrative | 8.4 | 1.7 | 15.6 | 3.4 |
Depreciation and amortization | 4 | 0.8 | 7.6 | 1.7 |
Total operating expenses | 38.6 | 6.2 | 73.3 | 12.3 |
Operating loss | (4.9) | (0.6) | (10.5) | (1.9) |
Other expenses | ||||
Interest expense, net | (1.1) | (0.1) | (1.6) | (0.2) |
Total other expenses | (1.1) | (0.1) | (1.6) | (0.2) |
Net loss | (6) | (0.7) | (12.1) | (2.1) |
Well Services | ||||
Revenues | ||||
Total revenues | 31.7 | 4.2 | 59 | 7.8 |
Cost of services (exclusive of depreciation and amortization shown separately): | ||||
Total cost of services | 25.5 | 3.2 | 48.7 | 6.1 |
Operating loss | (5.1) | (0.5) | (10.9) | (1) |
Other expenses | ||||
Interest expense, net | (1) | (0.1) | (1.5) | (0.2) |
Processing Solutions | ||||
Revenues | ||||
Total revenues | 2 | 1.4 | 3.8 | 2.6 |
Cost of services (exclusive of depreciation and amortization shown separately): | ||||
Total cost of services | 0.7 | 0.5 | 1.4 | 1.1 |
Operating loss | 0.2 | $ (0.1) | 0.4 | (0.9) |
Other expenses | ||||
Interest expense, net | $ (0.1) | $ (0.1) | $ (0.1) |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows from Operating Activities | ||
Net loss | $ (12.1) | $ (2.1) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 7.6 | 1.7 |
Bad debt expense | 0.1 | |
Equity based compensation | 0.7 | |
Changes in operating assets and liabilities, net of effect of acquisitions | ||
Accounts receivable | (5.8) | (1.7) |
Unbilled revenue | (0.2) | (0.3) |
Prepaid expenses and other current assets | (2.7) | 0.6 |
Other assets | (2.1) | |
Accounts payable | 6.5 | (1.1) |
Accounts payable - related party | (2.4) | |
Accrued expenses | 1.9 | (0.5) |
Other long-term liabilities | (0.1) | |
Net cash used in operating activities | (8.6) | (3.4) |
Cash Flows from Investing Activities | ||
Purchase of property, plant and equipment | (10.5) | (2.3) |
Net cash used in investing activities | (10.5) | (2.3) |
Cash Flows from Financing Activities | ||
Net borrowings under line of credit agreement | 0.1 | |
Payments on long-term debt | (1.6) | (2.3) |
Borrowings on long-term debt | 1.2 | |
Borrowings on related party debt | 17.6 | |
Principal payments on capital lease obligations | (0.3) | (0.1) |
Contributions from parent | 4 | 6.7 |
Restricted Cash | 0.2 | |
Net cash provided by financing activities | 19.9 | 5.6 |
Increase (decrease) in Cash and Cash equivalents | 0.8 | (0.1) |
Cash and Cash Equivalents, Beginning of Period | 1.6 | 1.1 |
Cash and Cash Equivalents, End of Period | 2.4 | 1 |
Supplemental Cash Flows Information | ||
Interest paid | (0.5) | (0.2) |
Supplemental Disclosure of Noncash Investing and Financing Activity | ||
Non-cash capital expenditures | (7.7) | (1.6) |
Non-cash additions to fixed assets through capital lease financing | $ (7.6) | (0.2) |
Contribution of Magna | $ (12.7) |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2017 | |
Organization and Business Operations | |
Organization and Business Operations | RANGER ENERGY SERVICES, INC. PREDECESSOR COMBINED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. ORGANIZATION AND BUSINESS OPERATION Organization Ranger Energy Services, LLC (“Ranger Services”) was, through Ranger Energy Holdings, LLC (“Ranger Holdings”), formed by CSL Capital Management, LLC (“CSL”) in June 2014 as a provider of high‑spec well service rigs and associated services. Torrent Energy Services, LLC (“Torrent Services” and together with Ranger Services, the “Predecessor Company”) was, through Torrent Energy Holdings, LLC (“Torrent Holdings”), acquired by CSL in September 2014 as a provider of proprietary, modular equipment for the processing of natural gas. In June 2016, CSL indirectly acquired substantially all of the assets of Magna Energy Services, LLC (“Magna”), a provider of well services and wireline services, which it contributed to Ranger Services in September 2016. In October 2016, Ranger Services acquired substantially all of the assets of Bayou Workover Services, LLC (“Bayou”), an owner and operator of high‑spec well service rigs. These condensed combined consolidated financial statements of Ranger Energy Services, LLC, Torrent Energy Services, LLC, Magna Energy Services, LLC, and Bayou Workover Services, LLC (collectively our “Predecessor”) included in this quarterly report the historical financial information of the Predecessor Companies, including, as applicable, the results of operations of Magna and Bayou for periods subsequent to their respective acquisitions. Ranger Energy Services, Inc. (“Ranger” or the “Company”) was incorporated as a Delaware corporation in February 2017. In conjunction with Ranger’s initial public offering (“IPO” or the “Offering”) of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), which closed on August 16, 2017 and the corporate reorganization described below, Ranger is a holding company, the sole material assets of which consist of membership interests in Ranger Services. Ranger owns all of the outstanding equity interests in Ranger Services and Torrent Services, the subsidiaries through which it operates its assets. Through the consummation of the corporate reorganization, Ranger is the sole managing member of Ranger Services, and is responsible for all operational, management and administrative decisions relating to Ranger Services’ business and consolidates the financial results of Ranger Services and its subsidiaries. On August 16, 2017, Ranger completed the Offering of 5,862,069 shares of its Class A Common Stock (as of August 30, 2017, the underwriters still have an option to purchase an additional 879,310 shares of Class A Common Stock.) Reorganization On August 10, 2017, Ranger Services, entered into a Master Reorganization Agreement (the “Master Reorganization Agreement”) with, among others, RNGR Energy Services, LLC, a Delaware limited liability company (“Ranger LLC”), Ranger Holdings, Ranger Energy Holdings II, LLC, a Delaware limited liability company (“Ranger Holdings II”), Torrent Holdings, and Torrent Energy Holdings II, LLC, a Delaware limited liability company (“Torrent Holdings II” and, together with Ranger Holdings, Ranger Holdings II and Torrent Holdings, the “Existing Owners”). Subject to the terms and conditions set forth in the Master Reorganization Agreement, the parties thereto effected a series of restructuring transactions in connection with the Offering, as a result of which: (i) Ranger Holdings II and Torrent Holdings II contributed certain of the equity interests in Ranger Services, and Torrent Services, respectively, to the Company in exchange for an aggregate of 1,683,386 shares of Class A Common Stock and an aggregate of $3.0 million paid to CSL Energy Holdings I, LLC, a Delaware limited liability company, and CSL Energy Holdings II, LLC, a Delaware limited liability company, on or prior to the 18-month anniversary of the consummation of the Offering in, at the Company’s option, cash, shares of Class A Common Stock (with such shares to be valued based on the greater of the initial public offering price of the Class A Common Stock in the Offering and a 30-day volume-weighted average price) or a combination thereof, and the Company contributed such equity interests to Ranger LLC in exchange for 1,638,386 units in Rannger LLC (“Ranger Units”), (ii) Ranger Holdings and Torrent Holdings contributed the remaining membership interests in the Predecessor Companies to Ranger LLC in exchange for 5,621,491 units in Ranger LLC (“Ranger Units”) and 5,621,491 shares of the Company’s Class B common stock, par value $0.01 per share (“Class B Common Stock”), which the Company initially issued and contributed to Ranger LLC, (iii) the Company contributed all of the net proceeds received by it in the Offering to Ranger LLC in exchange for 5,862,069 Ranger Units, (iv) Ranger LLC distributed to each of Ranger Holdings and Torrent Holdings one share of Class B Common Stock received pursuant to (ii) above for each Ranger Unit such Existing Owner held; and (v) as consideration for the termination of certain loan agreements, the Company issued 567,895 shares of Class A Common Stock (in connection with which Ranger LLC issued 567,895 Ranger Units to the Company) and Ranger LLC issued an aggregate of 1,244,663 Ranger Units (and distributed a corresponding number of shares of Class B Common Stock) to the lenders thereof. The foregoing transactions were undertaken in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof. As a result of these transactions, Ranger LLC became a subsidiary of the Company and the Predecessor Companies became wholly owned subsidiaries of Ranger LLC. Business The Company is one of the largest providers of high‑spec well service rigs and associated services in the United States, with a focus on technically demanding unconventional horizontal well completion and production operations. The Company’s high‑spec well service rigs facilitate operations throughout the lifecycle of a well, including (i) well completion support, such as milling out composite plugs used during hydraulic fracturing; (ii) workover, including retrieval and replacement of existing production tubing; (iii) well maintenance, including replacement of downhole artificial lift components; and (iv) decommissioning, such as plugging and abandonment operations. The Company also provides rental equipment, including well control packages, hydraulic catwalks and other equipment that are often deployed with its well service rigs. In addition to its core well service rig operations, the Company offers a suite of complementary services, including wireline, snubbing, fluid management and well service-related equipment rentals. In addition, the Company owns and operates a fleet of proprietary, modular natural gas processing equipment that processes rich natural gas streams at the wellhead or central gathering points. The Company has operations in most of the active oil and natural gas basins in the United States, including the Permian Basin, the Denver‑Julesburg Basin, the Bakken Shale, the Eagle Ford Shale, the Haynesville Shale, the Gulf Coast and the SCOOP and STACK plays. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited condensed combined 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 (“SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly certain notes and other information have been condensed or omitted. The unaudited condensed combined 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 combined consolidated financial statements and related notes for the years ended December 31, 2016 and 2015, included in the final prospectus (the “Final Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2017. In management’s opinion, all adjustments necessary for a fair statement are reflected in the interim periods presented. Interim results for the periods presented may not be indicative of results that will realized for future periods. Significant Accounting Policies Our significant accounting policies are disclosed in Note 2 of the combined consolidated financial statements for the years ended December 31, 2016 and 2015 included in the Final Prospectus filed with the SEC on August 14, 2017. There have been no changes in such policies or the application of such policies during the three or six months ended June 30, 2017. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management uses historical and other pertinent information to determine these estimates. Actual results could differ from such estimates. Areas where critical accounting estimates are made by management include: Depreciation and amortization of property, plant and equipment and intangible assets Impairment of property, plant and equipment, goodwill and intangible assets Allowance for doubtful accounts Fair value of assets acquired and liabilities assumed in an acquisition · Unit‑based compensation Emerging Growth Company status The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company will remain an emerging growth company until the earlier of (1) the last day of its fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which its total annual gross revenue of at least $1.07 billion, or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of its most recently completed second fiscal quarter, and (2) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. The Company has irrevocably opted out of the extended transition period and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014‑09, Revenue from Contracts with Customers . ASU 2014‑09 supersedes existing revenue recognition requirements in GAAP and requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. Additionally, it requires expanded disclosures regarding the nature, amount, timing, and certainty of revenue and cash flows from contracts with customers. The ASU is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company is in the initial stages of evaluating the effect of the standard on our combined consolidated financial statements and continues to evaluate the available transition methods. In February 2016, the FASB issued ASU No, 2016‑02, Leases, amending the current accounting for leases. Under the new provisions, all lessees will report a right‑of‑use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (i) a financing lease or (ii) an operating lease. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, a sale will only be recognized if the criteria in the new revenue recognition standard are met. ASU 2016‑2 is effective for fiscal years beginning after December 15, 2018, including interim within that reporting period, using a modified retrospective approach. Early adoption is permitted. The Company is in the initial stages of evaluating the effect of the standard on our combined consolidated financial statements. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments—Credit Losses . The amendments in ASU 2016‑13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU 2016‑13 amends the accounting for credit losses on Available‑for‑sale debt securities and purchased financial assets with credit deterioration. The amendment is effective for public entities for annual reporting periods beginning after December 15, 2019, however early application is permitted for reporting periods beginning after December 15, 2018. The Company is in the initial stages of evaluating the effect of the standard on our combined consolidated financial statements. In August 2016, the FASB issued ASU 2016‑15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments . ASU 2016‑15 reduces diversity in practice in how certain transactions are classified in the statement of cash flows. The guidance addresses specific cash flow issues for which current GAAP is either unclear or does not include specific guidance. ASU 2016‑15 is effective for annual and interim periods beginning after December 15, 2017. The Company is currently assessing the potential impact of ASU 2016‑15 on our combined consolidated financial statements of cash flows. In January 2017, the FASB issued ASU 2017‑04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . ASU 2017‑04 eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The ASU is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The ASU will be applied prospectively and will impact how we test goodwill for impairment. In January 2017, the FASB issued ASU 2017‑01, Business Combinations (Topic 805), Clarifying the Definition of a Business , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of asset or business. ASU 2017‑01 is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2017 and should be applied prospectively. Early adoption is allowed for transactions that occurred before the issuance date or effective date of the amendments only when the transaction has not been reported in the financial statements previously issued. We currently do not expect that the adoption of this standard will have a material impact on our combined consolidated financial statements. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2017 | |
Purchase Price Allocation | |
Acquisitions | NOTE 3. ACQUISITIONS Magna Acquisition On June 24, 2016, CSL indirectly acquired substantially all of the assets of Magna, a privately held oilfield services company that provides workover, plug and abandonment, fluid management and wireline services, for an aggregate purchase price of approximately $12.7 million to gain market share in the industry. Magna’s operations are focused primarily in Colorado, Wyoming and North Dakota. Ranger Services accounted for this acquisition as a business combination. No goodwill was recorded in conjunction with the Magna acquisition as the total purchase consideration approximated the fair value of assets acquired and liabilities assumed. A summary of the fair value of the assets acquired and the liabilities assumed in connection with the Magna acquisition is set forth below (in millions): Purchase price Cash paid by CSL $ 12.7 Total purchase price $ 12.7 Purchase price allocation Cash $ 1.2 Accounts receivable 3.0 Prepaid expenses and other 1.2 Property, plant and equipment 8.8 Tradename 0.1 Total assets acquired 14.3 Accounts payable (1.0) Accrued expenses (0.6) Total liabilities assumed (1.6) Allocated purchase price $ 12.7 On September 28, 2016, Magna was contributed to Ranger Services by CSL to gain market share in the industry. As this was a transaction among entities under common control, the assets and liabilities were recorded at their historical carrying values from the date of the initial acquisition by CSL on June 24, 2016. The costs related to the transaction were $0.1 million and were expensed during 2016 and are included in the Company’s condensed combined consolidated statements of operations for the three and six months ended June 30, 2016. Bayou Acquisition On October 3, 2016, Ranger Services acquired of Bayou, a privately held oilfield services company that provides workover, plug and abandonment and fluid management services, for an aggregate purchase price of approximately $50.5 million, which included an approximate 35% equity interest in Ranger Services. Bayou’s operations are focused primarily in Colorado and North Dakota. Ranger accounted for this acquisition as a business combination. A summary of the fair value of the assets acquired and the liabilities assumed in connection with the Bayou acquisition is set forth below (in millions): Purchase price Cash $ 17.5 Equity issued 33.0 Total purchase price $ 50.5 Purchase price allocation Prepaid expenses & other $ 0.5 Property, plant and equipment 40.0 Land 0.6 Building and site improvements 2.3 Customer relationships 9.3 Total assets acquired 52.7 Accounts payable (1.8) Accrued expenses (1.0) Other long‑term liabilities (1.0) Total liabilities assumed (3.8) Goodwill 1.6 Allocated purchase price $ 50.5 Goodwill represents trained and assembled workforce which does not meet the separability criterion. The costs related to the transaction were $0.4 million and were expensed during 2016 in the Company’s combined consolidated statements of operations for the year ended December 31, 2016. ESCO Acquisition In connection with the closing of our offering on August 16, 2017, the Company acquired assets from ESCO acquiring 49 high-spec well service rigs and certain ancillary equipment from ESCO for total consideration of $59.7 million, consisting of $47.7 million in cash, $7.0 million in secured seller notes and $5.0 million in shares of Ranger’s Class A Common Stock based on the initial public offering price of $14.50 per share. ESCO was primarily engaged in the completion, repair and workover of oil and gas wells for its customers. The ESCO Acquisition is being accounted for as a business combination. Goodwill is going to be recorded in conjunction with the ESCO Acquisition as the total purchase consideration exceeds the approximated fair value of assets acquired and liabilities assumed. The following information below represents the preliminary purchase allocation related to the ESCO Acquisition (in millions): Total estimated purchase consideration transferred Cash $ 47.7 Seller's notes 7.0 Equity issued 5.0 Total estimated consideration transferred 59.7 Net assets acquired 44.4 Goodwill $ 15.3 The following is supplemental pro-forma revenue, operating income, and net income had the acquisition of ESCO occurred as of January 1, 2016 (in millions): Six Months Ended June 30, 2017 2016 Supplemental Pro Forma: Revenue $ 83.6 $ 22.8 Operating Loss $ (11.6) $ (2.3) Net Loss $ (13.2) $ (6.8) The supplemental pro forma revenue, operating income, and net income are presented for informational purposes only and may not necessarily reflect the future results of operations of the Company or what the results of operations would have been had the Company owned and operated the ESCO assets since January 1, 2016. |
Assets Held For Sale
Assets Held For Sale | 6 Months Ended |
Jun. 30, 2017 | |
Assets Held For Sale | |
Assets Held For Sale | NOTE 4. ASSETS HELD FOR SALE During the year ended December 31, 2016, the Company decided to market and sell non‑core rental fleet assets. The units consisted of Mechanical Refrigerator Units (“MRUs”), stabilizers and wedge units, and were classified as held for sale due to the fact that they were specifically identified, and management has a plan for their sale in their present condition to occur in the next year. As of June 30, 2017, the units are still classified as held for sale. The available for sale assets are recorded at the units’ carrying amount, which approximates fair value less costs to sell, and are no longer depreciated. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment, Net. | |
Property, Plant and Equipment, Net | NOTE 5. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment include the following (in millions): Estimated Useful Life June 30, December 31, (years) 2017 2016 Machinery and equipment 5 - 30 $ 2.9 $ 3.0 Vehicles 3 - 5 0.8 0.2 Mechanical refrigeration units 30 16.0 16.0 NGL storage tanks 15 4.3 4.3 Workover rigs 5 - 20 106.1 73.8 Other property, plant and equipment 3 - 30 6.8 13.8 Property, plant and equipment 136.9 111.1 Less: accumulated depreciation (16.0) (8.7) Property, plant and equipment, net $ 120.9 $ 102.4 Depreciation expense was $7.3 million and $1.7 million for the six months ended June 30, 2017 and 2016, respectively. Depreciation expense was $3.8 million and $0.8 million for the three months ended June 30, 2017 and 2016, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | NOTE 6. GOODWILL AND INTANGIBLE ASSETS Goodwill was $1.6 million as of June 30, 2017 and December 31, 2016. During 2016, $1.6 million of goodwill was recognized in connection with the Bayou acquisition. Definite lived intangible assets are comprised of the following (in millions): Estimated Useful Life June 30, December 31, (years) 2017 2016 Tradenames 3 $ 0.1 $ 0.1 Customer relationships 18 9.2 9.2 Less: accumulated amortization (0.4) (0.1) Intangible assets, net $ 8.9 $ 9.2 Amortization expense was $0.3 million and $0.0 million for the six months ended June 30, 2017 and 2016, respectively. Amortization expense was $0.2 and $0.0 million for the three months ended June 30, 2017 and 2016, respectively. Amortization expense for the future periods is expected to be as follows (in millions): As of June 30, Amount 2017 $ 0.3 2018 0.5 2019 0.5 2020 0.5 2021 0.5 Thereafter 6.6 $ 8.9 |
Capital Leases
Capital Leases | 6 Months Ended |
Jun. 30, 2017 | |
Capital Leases | |
Capital Leases | NOTE 7. CAPITAL LEASES The Company leases certain assets under capital leases which expire at various dates through 2020. The assets and liabilities under capital leases are recorded at the lower of present value of the minimum lease payments or the fair value of the assets. The assets are amortized over their estimated useful lives or over the lease term. Amortization expense of assets under capital leases was $0.4 million and $0.2 million for the six months ended June 30, 2017 and 2016, respectively. Amortization expense of assets under capital leases was $0.2 million for each of the three months ended June 30, 2017 and 2016. In February 2017, the Company entered into a lease agreement for certain high‑specification rig equipment for use in its business operations. The lease is being accounted for as a capital lease, as the present value of minimum monthly lease payments, including the purchase option, exceeds 90 percent of the fair value of the leased property at inception of the lease. The lease term ends January 2018, and as such, the total obligation is current. Aggregate future minimum lease payments under capital leases are as follows (in millions): As of June 30, Total 2017 $ 0.3 2018 7.6 2019 0.3 2020 0.1 Total future minimum lease payments 8.3 Less: amount representing interest (0.2) Present value of future minimum lease payments 8.1 Less: current portion of capital lease obligations (7.4) Total capital lease obligations, less current portion $ 0.7 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2017 | |
Long-Term Debt. | |
Long-Term Debt | NOTE 8. LONG‑TERM DEBT Long‑term debt consists of the following (in millions): June 30, December 31, 2017 2016 Term Loans $ 5.5 $ 7.1 Revolver 5.0 5.0 Current portion of long-term debt (10.5) (2.3) Long term-debt, less current portion $ — $ 9.8 Ranger Services had a $2.0 million revolving line of credit with Iberia Bank expiring on April 30, 2018 (the “Revolver”). On December 23, 2016, Ranger Services amended the Revolver to increase its size to $5.0 million. As of June 30, 2017 and December 31, 2016, there was $5.0 million borrowed against the Revolver. The Revolver was secured by substantially all of Ranger Services’ assets (approximately $137.8 million of the Predecessor’s total assets as of June 30, 2017). Interest varied with the bank’s prime rate and the bank’s London Interbank Offered Rate (“LIBOR”). At June 30, 2017 and December 31, 2016, the interest rate was 4.73% and 4.12%, respectively. In February 2015, as amended in June 30, 2016, Torrent Services secured a $2.0 million senior credit facility with Texas Capital Bank consisting of a $2.0 million Advancing Term Loan as defined by the note agreement. The note was secured by substantially all of Torrent Services’ assets (approximately $27.5 million of the Predecessor’s total assets as of June 30, 2017). Interest varies with the bank’s prime rate and the bank’s LIBOR and is payable quarterly through the maturity of the note. As of December 31, 2016, the interest rate was 5.75%. As of December 31, 2016, there was $0.7 million outstanding on the senior credit facility. As of June 30, 2017 the credit facility has no outstanding balance and has been subsequently closed. In March 2015, Torrent Services, through certain members of its management team as borrowers, secured a $0.6 million promissory note with Benchmark Bank. Interest varied with the bank’s prime rate. Initially, all principal and interest was due on the date of maturity of September 4, 2015, however, the terms were renegotiated and a restructured note and agreement was entered into in April 2016 with an interest rate of 4.5%. In April 2016, Torrent made a principal payment of $0.4 million on this promissory note, leaving a remaining balance of $0.2 million, which is secured by a $0.2 million certificate of deposit. As of December 31, 2016, there was $0.2 million outstanding on the promissory note. The remaining principal balance was repaid in full on February 28, 2017. In April 2015, Ranger Services secured a $7.0 million promissory note with Iberia Bank. Interest varied with the bank’s prime rate and the bank’s LIBOR and was payable in 60 equal monthly installments, which commenced on May 1, 2016. As of June 30, 2017 and December 31, 2016, the interest rate was 4.73%, and 4.12% respectively. Installment payments are due through May 1, 2019, and the note is secured by substantially all of Ranger Services’ assets (approximately $137.8 million of the Predecessor’s total assets as of June 30, 2017). As of June 30, 2017 and December 31, 2016, the outstanding balance was $5.5 million and $6.2 million, respectively. All of the third party debt agreements include the usual and customary covenants for facilities of their type and size. The covenants cover matters such as minimum fixed charge coverage ratio, maximum leverage ratio, current ratio, maximum indebtedness to capitalization ratio, minimum debt service coverage ratio and minimum net income. As of June 30, 2017, the Company was not in compliance with certain financial covenants; however a waiver of non‑compliance was obtained from the financial institution. The Company did not anticipate being in compliance within the next twelve months and accordingly has classified the debt as current in the accompanying condensed combined consolidated balance sheet at June 30, 2017. In connection with the Offering, a partial use of proceeds was for the repayment of all of these borrowings. There is no outstanding debt as of August 16, 2017 other than $7.0 million of seller’s notes issued as partial consideration for the ESCO Acquisition. On August 16, 2017, in connection with the Offering, Ranger entered into a $50.0 million senior revolving credit facility by and among certain of the Borrower’s subsidiaries, as borrowers, each of the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent. The credit facility is subject to a borrowing base that is calculated by us based upon a percentage of the value of our eligible accounts receivable less certain reserves. The Credit Facility permits extensions of credit up to the lesser of $50.0 million and a borrowing base that is determined by calculating the amount equal to the sum of (i) 85% of the Eligible Accounts, less the amount, if any, of the Dilution Reserve, minus (ii) the Borrowings under the Credit Facility bear interest, at the Company’s election, at either the (a) one-, two-, three- or six-month London Interbank Offered Rate (“LIBOR”) or (b) the greatest of (i) the federal funds rate plus ½%, (ii) the one-month LIBOR plus 1% and (iii) the Administrative Agent’s prime rate (the “Base Rate”), in each case plus an applicable margin, and interest shall be payable monthly in arrears. The applicable margin for LIBOR loans ranges from 1.50% to 2.00% and the applicable margin for Base Rate loans ranges from 0.50% to 1.00%, in each case, depending on the Company’s average excess availability under the Credit Facility. The applicable margin for LIBOR loans are 1.50% and the applicable margin for Base Rate loans are 0.50% until August 31, 2018. During the continuance of a bankruptcy event of default, automatically and during the continuance of any other default, upon the Administrative Agent’s or the required lenders’ election, all outstanding amounts under the Credit Facility bears interest at 2.00% plus the otherwise applicable interest rate. The Credit Facility is scheduled to mature on the fifth anniversary of the consummation of the Offering. In addition, the Credit Facility restricts the Company’s ability to make distributions on, or redeem or repurchase, our equity interests, except for certain distributions, including distributions of cash so long as, both at the time of the distribution and after giving effect to the distribution, no default exists under the Credit Facility and either (a) excess availability at all times during the preceding 90 consecutive days, on a pro forma basis and after giving effect to such distribution, is not less than the greater of (1) 22.5% of the lesser of (A) the maximum revolver amount and (B) the then-effective borrowing base and (2) $10.0 million or (b) if our fixed charge coverage ratio is at least 1.0x on a pro forma basis, excess availability at all times during the preceding 90 consecutive days, on a pro forma basis and after giving effect to such distribution, is not less than the greater of (1) 17.5% of the lesser of (A) the maximum revolver amount and (B) the then-effective borrowing base and (2) $7.0 million. If the foregoing threshold under clause (b) is met, the Company may not make such distributions (but may make certain other distributions, including under clause (a) above) prior to the earlier of the date that is (a) 12 months from closing or (b) the date that the Company’s fixed charge coverage ratio is at least 1.0x for two consecutive quarters. The Credit Facility generally permits the Company to make distributions required under the Tax Receivable Agreement, but a ‘‘Change of Control’’ under the Tax Receivable Agreement constitutes an event of default under the Credit Facility, and the Credit Facility does not permit the Company to make payments under the Tax Receivable Agreement upon acceleration of our obligations thereunder unless no event of default exists or would result therefrom and we have been in compliance with the fixed charge coverage ratio for the most recent 12-month period on a pro forma basis. The Credit Facility also requires the Company to maintain a fixed charge coverage ratio of at least 1.0x if the Company’s liquidity is less than $10.0 million until the Company’s liquidity is at least $10.0 million for thirty consecutive days. The Company is not be subject to a fixed charge coverage ratio if we have no drawings under the Credit Facility and have at least $20.0 million of qualified cash. The Credit Facility contains events of default customary for facilities of this nature, including, but not limited, to: • events of default resulting from our failure or the failure of any guarantors to comply with covenants and financial ratios; • the occurrence of a change of control; • the institution of insolvency or similar proceedings against the Company or any guarantor; and • the occurrence of a default under any other material indebtedness the Company or any guarantor may have. Upon the occurrence and during the continuation of an event of default, subject to the terms and conditions of the Credit Facility, the lenders are able to declare any outstanding principal of the Credit Facility debt, together with accrued and unpaid interest, to be immediately due and payable and exercise other remedies. In addition the Company had related party debt totaling $17.1 million as of June 30, 2017, see Note 13 – Related Party Transactions. |
Risk Concentrations
Risk Concentrations | 6 Months Ended |
Jun. 30, 2017 | |
Risk Concentrations | |
Risk Concentrations | NOTE 9. RISK CONCENTRATIONS Customer Concentrations For the six months ended June 30, 2017, two customers (EOG Resources and PDC Energy—Well Services segment) accounted for approximately 14.5% and 24.7%, respectively, of the Company’s total revenues. For the three months ended June 30, 2017, two customers (EOG Resources and PDC Energy—Well Services segment) accounted for approximately 13.1% and 23.1%, respectively, of the Company’s total revenues. At June 30, 2017, approximately 21.2% of the accounts receivable balance was due from these customers. For the three and six months ended June 30, 2016, one customer (EOG Resources—Well Services segment) accounted for 47.6% and 55.1%, respectively, of the Company’s total revenues. At June 30, 2016, approximately 13.2% of the accounts receivable balance was due from this customer. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies. | |
Commitments and Contingencies | NOTE 10. 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 matters will have a material adverse effect on its condensed combined consolidated financial position or results of operations. Employee Severance In March 2017, Ranger Services terminated the employment of one of its officers. As a result, the former officer became entitled to severance payments of $0.7 million. In addition during the six months ended June 30, 2017 Ranger Services severed other officers and employees. As of June 30, 2017 Ranger Services has $1.0 million of severance liability recorded in the accompanying condensed combined consolidated financial statements. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting | |
Segment Reporting | NOTE 11. SEGMENT REPORTING The Company’s operations are all located in the United States and organized into two reportable segments: Well Services and Processing Solutions. Our reportable segments comprise the structure used by our Chief Operating Decision Maker (“CODM”) to make key operating decisions and assess performance during the years presented in the accompanying condensed combined consolidated financial statements. Our CODM evaluates the segments’ operating performance based on multiple measures including Adjusted EBITDA, rig hours and rig utilization. The following is a description of the segments: Well Services . The Company’s well service rigs facilitate operations throughout the lifecycle of a well, including (i) well completion support; (ii) workover; (iii) well maintenance; and (iv) decommissioning. We provide these advanced well services to Exploration & Production (“E&P”) companies, particularly to those operating in unconventional oil and natural gas reservoirs and requiring technically and operationally advanced services. Our well service rigs are designed to support growing U.S. horizontal well demands. In addition to our core well service rig operations, we offer a suite of complementary services, including wireline, snubbing, fluid management and well service-related equipment rentals. Processing Solutions . The Company provides a range of proprietary, modular equipment for the processing of rich natural gas streams at the wellhead or central gathering points in basins where drilling and completion activity has outpaced the development of permanent processing infrastructure. Segment information as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016 is as follows (in millions): Processing Well Services Solutions Total Three months ended June 30, 2017 Revenues $ 31.7 $ 2.0 $ 33.7 Operating income (loss) (5.1) 0.2 (4.9) Interest expense, net (1.0) (0.1) (1.1) Six months ended June 30, 2017 Revenues $ 59.0 $ 3.8 $ 62.8 Operating income (loss) (10.9) 0.4 (10.5) Interest expense, net (1.5) (0.1) (1.6) As of June 30, 2017 Total assets $ 137.8 $ 27.5 $ 165.3 Processing Well Services Solutions Total Three months ended June 30, 2016 Revenues $ 4.2 $ 1.4 $ 5.6 Operating loss (0.5) (0.1) (0.6) Interest expense, net (0.1) - (0.1) Six months ended June 30, 2016 Revenues $ 7.8 $ 2.6 $ 10.4 Operating loss (1.0) (0.9) (1.9) Interest expense, net (0.2) (0.1) (0.2) As of December 31, 2016 Total assets $ 107.9 $ 27.8 $ 135.7 |
Owners' Capital and Profit Inte
Owners' Capital and Profit Interest Awards | 6 Months Ended |
Jun. 30, 2017 | |
Owners' Capital and Profit Interest Awards | |
Owners' Capital and Profit Interest Awards | NOTE 12. OWNERS’ CAPITAL AND PROFIT INTERESTS AWARDS Well Services The Well Services segment was 100% owned by Ranger Holdings and Ranger Services’ equity is represented by a single share class. Ranger Holdings has issued Class C and Class D units to certain key employees of Ranger Services as remuneration for employee services that were originally intended, at grant, to be “profit interests” with no voting rights. Certain of the units vest 33% per year over a three‑year service period and may be forfeited or repurchased by Ranger Holdings under certain circumstances as set forth in the Ranger Holdings limited liability company agreement and the individual Class C and Class D unit grant agreements. The “vesting units” are deemed equity and are measured at fair value using an option pricing model at each grant date with compensation expense recognized on a straight‑line basis over the requisite service period. Certain of the Class C and Class D units that were granted are liability‑classified awards as they do not fully vest until a defined change of control event. The Company has not recognized a liability or recognized any compensation expense for these liability‑classified awards in the accompanying unaudited condensed combined consolidated financial statements since the change of control event is not probable and estimable. These units will trigger no compensation expense until amounts payable under such awards become probable and estimable. On October 3, 2016, the Class C and Class D units were modified, whereby new units were issued to replace the existing Class C and Class D units that had been issued prior to October 3, 2016. As part of the issuance of the new Class C and Class D unit, the existing Class C and Class D units were cancelled. The terms of the new and existing Class C and Class D awards were materially similar. The grant date fair value for the Class C and Class D units prior to modification were de minimis while the grant date fair value for the Class C and Class D units at modification was $2.5 million. There were additional grants to specific employees during the three and six months ended June 30, 2017 of approximately $1.6 million. During the six months ended June 30, 2017 and 2016, we recognized compensation expense of $0.7 million and $0.0 million, respectively. During the three months ended June 30, 2017 and 2016, we recognized compensation expense of $0.3 million and $0.0 million, respectively. The total unrecognized compensation cost related to unvested awards at June 30, 2017 is $1.5 million and is expected to be recognized over the next two years. The following table summarizes the Class C and Class D unit activity for the year ended December 31, 2016 and for the six months ended June 30, 2017 (in millions): Class C units Class D units Equity-based Equity-based Compensation Liability Compensation Liability Awards Awards Awards Awards Outstanding at January 1, 2016 0.5 0.2 0.4 0.2 Granted — — — — Forfeited — — — — Outstanding at December 31, 2016 0.5 0.2 0.4 0.2 Granted 0.3 — 0.3 — Forfeited (0.2) — (0.2) — Outstanding at June 30, 2017 0.6 0.2 0.5 0.2 We utilized an option pricing model to estimate grant date fair value of the equity‑based compensation awards, which included probability of various outcomes. Expected volatilities are based on historical volatilities of the stock of comparable companies in our industry. The risk‑free rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. Actual results may vary depending on the assumptions applied within the model. The following table presents the assumptions used in the valuation and resulting grant date fair value: 2016 Pre-Modification At Modification 2017 Period 5 years 5 years 5 years Dividend Yield — % — % — % Volatility 35 - 60 % 40 % 40 % Risk Free Rate 1.0 - 1.6 % 1.2 % 1.2 % Processing Solutions The Processing Solutions segment was 100% owned by Torrent Holdings and Torrent Services’ equity is represented by a single share class. Torrent Holdings has issued Class B and Class C units to certain key employees of Torrent as remuneration for employee services that were originally intended, at grant, to be “profit interests” with no voting rights. Class B units have a three‑year vesting period at 25% per year, with the remaining 25% vesting upon certain events occurring. Torrent Holdings also issued Class C awards, which were fully vested at grant date when issued in 2014. Class B and Class C units are deemed to be equity‑classified. The grant date fair value for the Class B and Class C unit awards were $0.3 million and $0.1 million, respectively. Compensation expense is recognized on a straight‑line basis over the requisite service period. During the three months ended June 30, 2017 and 2016, we recognized compensation expense of $0.1 million and $0 million, respectively. The total unrecognized compensation cost related to unvested awards at June 30, 2017 is $0.1 million and is expected to be recognized in 2017. There were 0.3 million units granted during the six months ended June 30, 2017 and none during the three months ended June 30, 2017. The following table summarizes the Class B and Class C unit activity for the year ended December 31, 2016 and for the six months ended June 30, 2017 (in millions): Class B Class C(1) Outstanding at January 1, 2016 1.0 — Granted — — Forfeited (0.3) — Outstanding at December 31, 2016 0.7 — Granted 0.3 — Forfeited — — Outstanding at June 30, 2017 1.0 — (1) We utilized an option pricing model to estimate grant date fair value of the equity‑based compensation awards, which included probability of various outcomes. Expected volatilities are based on historical volatilities of the stock of comparable companies in our industry. The risk‑free rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. Actual results may vary depending on the assumptions applied within the model. The following table presents the assumptions used in the valuation and resulting grant date fair value: Assumptions Period 2.8 years Dividend Yield — % Volatility 28.1 % Risk Free Rate 0.9 % |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions | |
Related Party Transactions | NOTE 13. RELATED PARTY TRANSACTIONS The Company incurred approximately $0.7 million and $0.0 million in expenses related to CSL and board members for the six months ended June 30, 2017 and 2016, respectively. The Company incurred approximately $0.4 million and $0.0 million in expenses related to CSL and board members for the three months ended June 30, 2017 and 2016, respectively. As of June 30, 2017 and December 31, 2016, amounts due to CSL and board members were negligible. In January 2017, the Company purchased certain assets from a related party for approximately $4.0 million. In February 2017, Ranger entered into loan agreements (Collectively the “Ranger Bridge Loan”) with each of CSL Energy Opportunities II L.P. (“CSL Opportunities II”), CSL Energy Holdings II LLC (“CSL Holdings II”) and Bayou Well Holdings Company, LLC (“Bayou Holdings,” and together with CSL Holdings II and CSL Energy Opportunities II, the “the Bridge Loan Lenders”) each an indirect equity owner of Ranger Services. The Ranger Bridge Loan, which was obtained to fund capital expenditures and working capital, was evidenced by promissory notes payable to the Bridge Loan Lenders in an aggregate principal amount of $11.1 million, consisting of three individual promissory notes in the principal amounts of (i) $4.4 million payable to CSL Opportunities II, (ii) $3.2 million payable to CSL Holdings II and (iii) $3.6 million payable to Bayou Holdings. The note was secured by substantially all of Ranger’s assets (approximately $132.1 million of the Company’s total assets as of June 30, 2017). Each note bore interest at a rate of 15% and matured upon the earlier of February 21, 2018 or ten days after the consummation of an initial public offering. The loan agreement included a make‑whole provision in which Ranger would pay 125% of the total amount advanced to Ranger upon settlement. The 125% is inclusive of the 15% interest rate. As of June 30, 2017, there was $17.1 million outstanding on the Ranger Bridge Loan. During April 2017, the Company increased its bridge loan debt by $1.0 million to $12.1 million to fund capital expenditures and working capital. During May 2017, the Company increased its bridge loan debt by $2.5 million and then again by another $2.5 million in June to $17.1 million to fund capital expenditures and working capital. In July 2017, the Company increased its bridge loan debt by $3.9 million to $21.0 million. In connection with the Offering on August 16, 2017 all of the Ranger Bridge Loan was converted to equity. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events | |
Subsequent Events | NOTE 14. SUBSEQUENT EVENTS Initial Public Offerring On August 16, 2017, the Company completed the Offering of 5,862,069 shares of its Class A Common Stock (as of August 30, 2017 underwriters still have an option to purchase an additional 879,310 shares of Class A Common Stock.) The gross proceeds of the IPO to the Company, based on a public offering price of $14.50 per share, were $85.0 million, which resulted in net proceeds to the Company of $80.6 million, after deducting $4.4 million of underwriting discounts and commissions. The Company received net proceeds of approximately $26.3 million after it paid off the remainder of its long term debt of $10.4 million, funded $45.2 million for the cash portion of the ESCO Acquisition, and paid approximately $5.0 million in offering-related costs and $0.7 million for cash bonuses to certain employees. ESCO Acquisition On May 30, 2017, the Company signed a purchase sale agreement, which was subsequently amended and restated on July 31, 2017, to acquire assets of ESCO, contingent on the successful completion of the Offering. The Offering closed on August 16, 2017 as did the purchase of ESCO. ESCO is primarily engaged in the completion, repair and workover of oil and gas wells and drilling and completing water wells for oil and gas customers. See Note 3 – Acquisitions for more information on this acquisition. $50 Million Revolving Credit Facility On August 16, 2017, in connection with the Offering, Ranger entered into a $50.0 million senior revolving credit facility by and among certain of the Borrower’s subsidiaries, as borrowers, each of the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent, sole lead arranger and sole book runner. See Note 8 – Long-Term Debt for more information on this revolving credit facility. Long-term Incentive Plan On August 10, 2017, the Board adopted the Long-term Incentive Plan (“LTIP”) for the employees, consultants and the directors of the Company and its affiliates who perform services for the Company. The LTIP provides for potential grants of: (i) incentive stock options qualified as such under U.S. federal income tax laws; (ii) nonstatutory stock options that do not qualify as incentive stock options; (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock units; (vi) bonus stock; (vii) performance awards; (viii) dividend equivalents; (ix) other stock-based awards; (x) cash awards; and (xi) substitute awards. Subject to adjustment in accordance with the terms of the LTIP, 1,250,000 shares of Class A Common Stock have been reserved for issuance pursuant to awards under the LTIP. Class A Common Stock withheld to satisfy exercise prices or tax withholding obligations will be available for delivery pursuant to other awards. The LTIP will be administered by the Board or an alternative committee appointed by the Board. Tax Receivable Agreement On August 16, 2017, in connection with the Offering, the Company entered into a Tax Receivable Agreement (the “TRA”) with certain of the existing Ranger Unit holders and their permitted transferees (each such person, a “TRA Holder” and together, the “TRA Holders”). The TRA generally provides for the payment by the Company of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that the Company actually realizes (computed using simplifying assumptions to address the impact of state and local taxes) or is deemed to realize in certain circumstances in periods after the Offering as a result of (i) certain increases in tax basis that occur as a result of the Company’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such TRA Holder’s Ranger Units in connection with the Offering or pursuant to the exercise of the Redemption Right or the Call Right (each as defined in the Amended and Restated Limited Liability Company Agreement of Ranger LLC) and (ii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the TRA. The Company will retain the benefit of the remaining 15% of these cash savings. The term of the TRA commences on August 16, 2017 and will continue until all tax benefits that are subject to the TRA (or the Tax Receivable Agreement is terminated due to other circumstances, including the Company’s breach of a material obligation thereunder or certain mergers, assets sales, other forms of business combination or other changes of control) have been utilized or expired, unless the Company exercises its right to terminate the TRA. The payments under the TRA will not be conditioned upon a TRA Holder having a continued ownership interest in either Ranger LLC or the Company. If the Company elects to terminate the TRA early or the TRA is terminated due to other circumstances, including the Company’s breach of a material obligation thereunder or certain mergers, asset sales other forms of business combinations or other changes of control), its obligations under the TRA would accelerate and it would be required to make an immediate payment equal to the present value of the anticipated future tax payments to be made by Ranger under the TRA (determined by applying a discount rate of one-year LIBOR plus 150 basis points and based upon certain assumptions and deemed events set forth in the TRA. In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control. Registration Rights Agreement On August 16, 2017, in connection with the closing of the Offering, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with certain stockholders (the “Holders”). Pursuant to, and subject to the limitations set forth in, the Registration Rights Agreement, at any time after the 180-day lock-up period described in the Final Prospectus, the Holders have the right to require the Company by written notice to prepare and file a registration statement registering the offer and sale of a number of their shares of Class A Common Stock. Reasonably in advance of the filing of any such registration statement, the Company is required to provide notice of the request to all other Holders who may participate in the registration. The Company is required to use all commercially reasonable efforts to maintain the effectiveness of any such registration statement until all shares covered by such registration statement have been sold. Subject to certain exceptions, the Company is not obligated to effect such a registration within 90 days after the closing of any underwritten offering of shares of Class A Common Stock requested by the Holders pursuant to the Registration Rights Agreements. The Company is also not obligated to effect any registration where such registration has been requested by the holders of Registrable Securities (as defined in the Registration Rights Agreement) which represent less than $25 million, based on the five-day volume weighted average trading price of the Class A Common Stock on the New York Stock Exchange. In addition, pursuant to the Registration Rights Agreement, the Holders have the right to require the Company, subject to certain limitations set forth therein, to effect a distribution of any or all of their shares of Class A Common Stock by means of an underwritten offering. Further, subject to certain exceptions, if at any time the Company proposes to register an offering of its equity securities or conduct an underwritten offering, whether or not for its account, then the Company must notify the Holders of such proposal at least three business days before the anticipated filing date or commencement of the underwritten offering, as applicable, to allow them to include a specified number of their shares in that registration statement or underwritten offering, as applicable. These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration or offering and the Company’s right to delay or withdraw a registration statement under certain circumstances. The Company will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement, regardless of whether a registration statement is filed or becomes effective. The obligations to register shares under the Registration Rights Agreement will terminate as to any Holder when the Registrable Securities held by such Holder are no longer subject to any restrictions on trading under the provisions of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), including any volume or manner of sale restrictions. Registrable Securities means all shares of Class A Common Stock owned at any particular point in time by a Holder other than shares (i) sold pursuant to an effective registration statement under the Securities Act, (ii) sold in a transaction pursuant to Rule 144 under the Securities Act, (iii) that have ceased to be outstanding or (iv) that are eligible for resale without restriction and without the need for current public information pursuant to any section of Rule 144 under the Securities Act. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The unaudited condensed combined 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 (“SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly certain notes and other information have been condensed or omitted. The unaudited condensed combined 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 combined consolidated financial statements and related notes for the years ended December 31, 2016 and 2015, included in the final prospectus (the “Final Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2017. In management’s opinion, all adjustments necessary for a fair statement are reflected in the interim periods presented. Interim results for the periods presented may not be indicative of results that will realized for future periods. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management uses historical and other pertinent information to determine these estimates. Actual results could differ from such estimates. Areas where critical accounting estimates are made by management include: Depreciation and amortization of property, plant and equipment and intangible assets Impairment of property, plant and equipment, goodwill and intangible assets Allowance for doubtful accounts Fair value of assets acquired and liabilities assumed in an acquisition · Unit‑based compensation |
Emerging Growth Company status | Emerging Growth Company status The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company will remain an emerging growth company until the earlier of (1) the last day of its fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which its total annual gross revenue of at least $1.07 billion, or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of its most recently completed second fiscal quarter, and (2) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. The Company has irrevocably opted out of the extended transition period and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014‑09, Revenue from Contracts with Customers . ASU 2014‑09 supersedes existing revenue recognition requirements in GAAP and requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. Additionally, it requires expanded disclosures regarding the nature, amount, timing, and certainty of revenue and cash flows from contracts with customers. The ASU is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company is in the initial stages of evaluating the effect of the standard on our combined consolidated financial statements and continues to evaluate the available transition methods. In February 2016, the FASB issued ASU No, 2016‑02, Leases, amending the current accounting for leases. Under the new provisions, all lessees will report a right‑of‑use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (i) a financing lease or (ii) an operating lease. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, a sale will only be recognized if the criteria in the new revenue recognition standard are met. ASU 2016‑2 is effective for fiscal years beginning after December 15, 2018, including interim within that reporting period, using a modified retrospective approach. Early adoption is permitted. The Company is in the initial stages of evaluating the effect of the standard on our combined consolidated financial statements. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments—Credit Losses . The amendments in ASU 2016‑13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU 2016‑13 amends the accounting for credit losses on Available‑for‑sale debt securities and purchased financial assets with credit deterioration. The amendment is effective for public entities for annual reporting periods beginning after December 15, 2019, however early application is permitted for reporting periods beginning after December 15, 2018. The Company is in the initial stages of evaluating the effect of the standard on our combined consolidated financial statements. In August 2016, the FASB issued ASU 2016‑15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments . ASU 2016‑15 reduces diversity in practice in how certain transactions are classified in the statement of cash flows. The guidance addresses specific cash flow issues for which current GAAP is either unclear or does not include specific guidance. ASU 2016‑15 is effective for annual and interim periods beginning after December 15, 2017. The Company is currently assessing the potential impact of ASU 2016‑15 on our combined consolidated financial statements of cash flows. In January 2017, the FASB issued ASU 2017‑04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . ASU 2017‑04 eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The ASU is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The ASU will be applied prospectively and will impact how we test goodwill for impairment. In January 2017, the FASB issued ASU 2017‑01, Business Combinations (Topic 805), Clarifying the Definition of a Business , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of asset or business. ASU 2017‑01 is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2017 and should be applied prospectively. Early adoption is allowed for transactions that occurred before the issuance date or effective date of the amendments only when the transaction has not been reported in the financial statements previously issued. We currently do not expect that the adoption of this standard will have a material impact on our combined consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Magna | |
Acquisitions | |
Summary of purchase price and purchase price allocation | A summary of the fair value of the assets acquired and the liabilities assumed in connection with the Magna acquisition is set forth below (in millions): Purchase price Cash paid by CSL $ 12.7 Total purchase price $ 12.7 Purchase price allocation Cash $ 1.2 Accounts receivable 3.0 Prepaid expenses and other 1.2 Property, plant and equipment 8.8 Tradename 0.1 Total assets acquired 14.3 Accounts payable (1.0) Accrued expenses (0.6) Total liabilities assumed (1.6) Allocated purchase price $ 12.7 |
Bayou | |
Acquisitions | |
Summary of purchase price and purchase price allocation | A summary of the fair value of the assets acquired and the liabilities assumed in connection with the Bayou acquisition is set forth below (in millions): Purchase price Cash $ 17.5 Equity issued 33.0 Total purchase price $ 50.5 Purchase price allocation Prepaid expenses & other $ 0.5 Property, plant and equipment 40.0 Land 0.6 Building and site improvements 2.3 Customer relationships 9.3 Total assets acquired 52.7 Accounts payable (1.8) Accrued expenses (1.0) Other long‑term liabilities (1.0) Total liabilities assumed (3.8) Goodwill 1.6 Allocated purchase price $ 50.5 |
ESCO | |
Acquisitions | |
Summary of purchase price and purchase price allocation | The following information below represents the preliminary purchase allocation related to the ESCO Acquisition (in millions): Total estimated purchase consideration transferred Cash $ 47.7 Seller's notes 7.0 Equity issued 5.0 Total estimated consideration transferred 59.7 Net assets acquired 44.4 Goodwill $ 15.3 |
Schedule of pro forma information | The following is supplemental pro-forma revenue, operating income, and net income had the acquisition of ESCO occurred as of January 1, 2016 (in millions): Six Months Ended June 30, 2017 2016 Supplemental Pro Forma: Revenue $ 83.6 $ 22.8 Operating Loss $ (11.6) $ (2.3) Net Loss $ (13.2) $ (6.8) |
Property, Plant and Equipment21
Property, Plant and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment, Net. | |
Schedule of propety, plant and equipment, net | Property, plant and equipment include the following (in millions): Estimated Useful Life June 30, December 31, (years) 2017 2016 Machinery and equipment 5 - 30 $ 2.9 $ 3.0 Vehicles 3 - 5 0.8 0.2 Mechanical refrigeration units 30 16.0 16.0 NGL storage tanks 15 4.3 4.3 Workover rigs 5 - 20 106.1 73.8 Other property, plant and equipment 3 - 30 6.8 13.8 Property, plant and equipment 136.9 111.1 Less: accumulated depreciation (16.0) (8.7) Property, plant and equipment, net $ 120.9 $ 102.4 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets | |
Schedule of definite lived intangible assets | Definite lived intangible assets are comprised of the following (in millions): Estimated Useful Life June 30, December 31, (years) 2017 2016 Tradenames 3 $ 0.1 $ 0.1 Customer relationships 18 9.2 9.2 Less: accumulated amortization (0.4) (0.1) Intangible assets, net $ 8.9 $ 9.2 |
Schedule of aggregated amortization expense for future periods | Amortization expense for the future periods is expected to be as follows (in millions): As of June 30, Amount 2017 $ 0.3 2018 0.5 2019 0.5 2020 0.5 2021 0.5 Thereafter 6.6 $ 8.9 |
Capital Leases (Tables)
Capital Leases (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Capital Leases | |
Schedule of aggregate future minimum lease payments under capital leases | Aggregate future minimum lease payments under capital leases are as follows (in millions): As of June 30, Total 2017 $ 0.3 2018 7.6 2019 0.3 2020 0.1 Total future minimum lease payments 8.3 Less: amount representing interest (0.2) Present value of future minimum lease payments 8.1 Less: current portion of capital lease obligations (7.4) Total capital lease obligations, less current portion $ 0.7 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Long-Term Debt. | |
Schedule of long-term debt | Long‑term debt consists of the following (in millions): June 30, December 31, 2017 2016 Term Loans $ 5.5 $ 7.1 Revolver 5.0 5.0 Current portion of long-term debt (10.5) (2.3) Long term-debt, less current portion $ — $ 9.8 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting | |
Schedule of segment information | Segment information as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016 is as follows (in millions): Processing Well Services Solutions Total Three months ended June 30, 2017 Revenues $ 31.7 $ 2.0 $ 33.7 Operating income (loss) (5.1) 0.2 (4.9) Interest expense, net (1.0) (0.1) (1.1) Six months ended June 30, 2017 Revenues $ 59.0 $ 3.8 $ 62.8 Operating income (loss) (10.9) 0.4 (10.5) Interest expense, net (1.5) (0.1) (1.6) As of June 30, 2017 Total assets $ 137.8 $ 27.5 $ 165.3 Processing Well Services Solutions Total Three months ended June 30, 2016 Revenues $ 4.2 $ 1.4 $ 5.6 Operating loss (0.5) (0.1) (0.6) Interest expense, net (0.1) - (0.1) Six months ended June 30, 2016 Revenues $ 7.8 $ 2.6 $ 10.4 Operating loss (1.0) (0.9) (1.9) Interest expense, net (0.2) (0.1) (0.2) As of December 31, 2016 Total assets $ 107.9 $ 27.8 $ 135.7 |
Owners' Capital and Profit In26
Owners' Capital and Profit Interests Awards (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Well Services | Class C and D Units | |
Owners' Capital and Profit Interest Awards | |
Summary of unit activity | The following table summarizes the Class C and Class D unit activity for the year ended December 31, 2016 and for the six months ended June 30, 2017 (in millions): Class C units Class D units Equity-based Equity-based Compensation Liability Compensation Liability Awards Awards Awards Awards Outstanding at January 1, 2016 0.5 0.2 0.4 0.2 Granted — — — — Forfeited — — — — Outstanding at December 31, 2016 0.5 0.2 0.4 0.2 Granted 0.3 — 0.3 — Forfeited (0.2) — (0.2) — Outstanding at June 30, 2017 0.6 0.2 0.5 0.2 |
Schedule of assumptions used in the valuation and resulting grant date fair value | The following table presents the assumptions used in the valuation and resulting grant date fair value: 2016 Pre-Modification At Modification 2017 Period 5 years 5 years 5 years Dividend Yield — % — % — % Volatility 35 - 60 % 40 % 40 % Risk Free Rate 1.0 - 1.6 % 1.2 % 1.2 % |
Processing Solutions | Class B and C Units | |
Owners' Capital and Profit Interest Awards | |
Summary of unit activity | The following table summarizes the Class B and Class C unit activity for the year ended December 31, 2016 and for the six months ended June 30, 2017 (in millions): Class B Class C(1) Outstanding at January 1, 2016 1.0 — Granted — — Forfeited (0.3) — Outstanding at December 31, 2016 0.7 — Granted 0.3 — Forfeited — — Outstanding at June 30, 2017 1.0 — (1) |
Schedule of assumptions used in the valuation and resulting grant date fair value | The following table presents the assumptions used in the valuation and resulting grant date fair value: Assumptions Period 2.8 years Dividend Yield — % Volatility 28.1 % Risk Free Rate 0.9 % |
Organization and Business Ope27
Organization and Business Operations - Organization (Details) - Subsequent Event - Class A Common Stock - $ / shares | Aug. 16, 2017 | Aug. 30, 2017 |
IPO | ||
Organization | ||
Common stock par value (in dollars per share) | $ 0.01 | |
Stock issued (in shares) | 5,862,069 | |
Over-Allotment Option | ||
Organization | ||
Number of shares available for purchase (in shares) | 879,310 |
Organization and Business Ope28
Organization and Business Operations - Reorganization (Details) - Master Reorganization Agreement $ / shares in Units, $ in Millions | Aug. 10, 2017USD ($)$ / sharesshares |
CSL Energy Holdings I, LLC and CSL Energy Holdings II, LLC | |
Reorganization | |
Payment made to CSL Holdings I and CSL Holdings II in exchange for equity interests contributed to the Company | $ | $ 3 |
Time period from consummation of the Offering in which payment is to be made to CSL Holdings I and CSL Holdings II | 18 months |
Ranger Units | Ranger LLC | |
Reorganization | |
Number of Ranger Units received in exchange for the contribution of equity interests | 1,638,386 |
Number of Ranger Units received in exchange for the contribution of the net proceeds received from the Offering to Ranger LLC | 5,862,069 |
Class A Common Stock | |
Reorganization | |
Number of shares issued as consideration for the termination of certain loan agreements | 567,895 |
Class A Common Stock | Ranger Holdings II and Torrent Holdings II | |
Reorganization | |
Number of shares issued in exchange for equity interests contributed | 1,683,386 |
Class B Common Stock | Ranger Holdings and Torrent Holdings | |
Reorganization | |
Number of shares issued in exchange for equity interests contributed | 5,621,491 |
Common stock par value (in dollars per share) | $ / shares | $ 0.01 |
Ranger LLC | Ranger Units | |
Reorganization | |
Number of units issued in connection with the termination of certain loan agreements | 567,895 |
Number of units issued to lenders in connection with the termination of certain loan agreements | 1,244,663 |
Ranger LLC | Ranger Units | Ranger Holdings and Torrent Holdings | |
Reorganization | |
Number of units issued in exchange for membership interests contributed | 5,621,491 |
Ranger LLC | Class B Common Stock | Ranger Units | Ranger Holdings and Torrent Holdings | |
Reorganization | |
Number of shares distributed for each unit held | 1 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Emerging Growth Company (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Summary of Significant Accounting Policies | |
Emerging growth company, annual revenue threshold | $ 1,070 |
Value of common stock that is held by non-affiliates, that must be in excess of, in determining whether the Company is deemed to be a large accelerated filer and whether the Company will remain an emerging growth company | 700 |
Value of non-convertible debt securities, in excess of, that was issued during the prior three-year period, in determining whether the Company will remain an emerging growth company | $ 1 |
Period for issuance of non-convertible debt securities in determining the threshold value of securities issued and whether the Company will remain an emerging growth company | 3 years |
Acquisitions (Details)
Acquisitions (Details) $ in Millions | Aug. 16, 2017USD ($)item | Oct. 03, 2016USD ($) | Jun. 24, 2016USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Purchase price allocation | |||||||
Goodwill | $ 1.6 | $ 1.6 | |||||
Magna | |||||||
Purchase Price | |||||||
Cash | $ 12.7 | ||||||
Total purchase price | 12.7 | ||||||
Purchase price allocation | |||||||
Cash | 1.2 | ||||||
Accounts receivable | 3 | ||||||
Prepaid expenses and other | 1.2 | ||||||
Property, plant and equipment | 8.8 | ||||||
Total assets acquired | 14.3 | ||||||
Accounts payable | (1) | ||||||
Accrued expenses | (0.6) | ||||||
Total liabilities assumed | (1.6) | ||||||
Net assets acquired/allocated purchase price | 12.7 | ||||||
Goodwill | 0 | ||||||
Business acquisition costs | $ 0.1 | $ 0.1 | |||||
Bayou | |||||||
Acquisitions | |||||||
Equity interest transferred (as a percent) | 35.00% | ||||||
Purchase Price | |||||||
Cash | $ 17.5 | ||||||
Equity issued | 33 | ||||||
Total purchase price | 50.5 | ||||||
Purchase price allocation | |||||||
Prepaid expenses and other | 0.5 | ||||||
Total assets acquired | 52.7 | ||||||
Accounts payable | (1.8) | ||||||
Accrued expenses | (1) | ||||||
Other long-term liabilities | (1) | ||||||
Total liabilities assumed | (3.8) | ||||||
Goodwill | 1.6 | ||||||
Allocated purchase price | 50.5 | ||||||
Business acquisition costs | $ 0.4 | ||||||
ESCO | |||||||
Supplemental Pro Form Information | |||||||
Revenue | 83.6 | 22.8 | |||||
Operating Loss | (11.6) | (2.3) | |||||
Net Loss | $ (13.2) | $ (6.8) | |||||
Property, plant and equipment | Bayou | |||||||
Purchase price allocation | |||||||
Property, plant and equipment | 40 | ||||||
Land | Bayou | |||||||
Purchase price allocation | |||||||
Property, plant and equipment | 0.6 | ||||||
Building and site improvements | Bayou | |||||||
Purchase price allocation | |||||||
Property, plant and equipment | 2.3 | ||||||
Tradenames | Magna | |||||||
Purchase price allocation | |||||||
Intangibles | $ 0.1 | ||||||
Customer relationships | Bayou | |||||||
Purchase price allocation | |||||||
Intangibles | $ 9.3 | ||||||
Subsequent Event | ESCO | |||||||
Acquisitions | |||||||
Number of well service rigs | item | 49 | ||||||
Purchase Price | |||||||
Cash | $ 47.7 | ||||||
Equity issued | 5 | ||||||
Secured Seller's Notes | 7 | ||||||
Total purchase price | 59.7 | ||||||
Purchase price allocation | |||||||
Net assets acquired/allocated purchase price | 44.4 | ||||||
Goodwill | 15.3 | ||||||
Subsequent Event | Class A Common Stock | ESCO | |||||||
Purchase Price | |||||||
Equity issued | $ 5 |
Property, Plant and Equipment31
Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment, Net | |||||
Property, plant and equipment, gross | $ 136.9 | $ 136.9 | $ 111.1 | ||
Less: accumulated depreciation | (16) | (16) | (8.7) | ||
Property, plant and equipment, net | 120.9 | 120.9 | 102.4 | ||
Depreciation expense | 3.8 | $ 0.8 | 7.3 | $ 1.7 | |
Machinery and equipment | |||||
Property, Plant and Equipment, Net | |||||
Property, plant and equipment, gross | 2.9 | 2.9 | 3 | ||
Vehicles | |||||
Property, Plant and Equipment, Net | |||||
Property, plant and equipment, gross | 0.8 | $ 0.8 | 0.2 | ||
Mechanical refrigeration units | |||||
Property, Plant and Equipment, Net | |||||
Estimated useful life | 30 years | ||||
Property, plant and equipment, gross | 16 | $ 16 | 16 | ||
NGL storage tanks | |||||
Property, Plant and Equipment, Net | |||||
Estimated useful life | 15 years | ||||
Property, plant and equipment, gross | 4.3 | $ 4.3 | 4.3 | ||
Workover rigs | |||||
Property, Plant and Equipment, Net | |||||
Property, plant and equipment, gross | 106.1 | 106.1 | 73.8 | ||
Other property, plant and equipment | |||||
Property, Plant and Equipment, Net | |||||
Property, plant and equipment, gross | $ 6.8 | $ 6.8 | $ 13.8 | ||
Minimum | Machinery and equipment | |||||
Property, Plant and Equipment, Net | |||||
Estimated useful life | 5 years | ||||
Minimum | Vehicles | |||||
Property, Plant and Equipment, Net | |||||
Estimated useful life | 3 years | ||||
Minimum | Workover rigs | |||||
Property, Plant and Equipment, Net | |||||
Estimated useful life | 5 years | ||||
Minimum | Other property, plant and equipment | |||||
Property, Plant and Equipment, Net | |||||
Estimated useful life | 3 years | ||||
Maximum | Machinery and equipment | |||||
Property, Plant and Equipment, Net | |||||
Estimated useful life | 30 years | ||||
Maximum | Vehicles | |||||
Property, Plant and Equipment, Net | |||||
Estimated useful life | 5 years | ||||
Maximum | Workover rigs | |||||
Property, Plant and Equipment, Net | |||||
Estimated useful life | 20 years | ||||
Maximum | Other property, plant and equipment | |||||
Property, Plant and Equipment, Net | |||||
Estimated useful life | 30 years |
Goodwill and Intangible Asset32
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Jun. 30, 2017 | Oct. 03, 2016 | |
Goodwill | |||
Goodwill | $ 1.6 | $ 1.6 | |
Bayou | |||
Goodwill | |||
Goodwill | $ 1.6 | ||
Goodwill recognized in connection with acquisition | $ 1.6 |
Goodwill and Intangible Asset33
Goodwill and Intangible Assets - Intangibles (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Intangible assets | |||||
Total | $ 8.9 | $ 8.9 | $ 9.2 | ||
Amortization of Intangible Assets | 0.2 | $ 0 | 0.3 | $ 0 | |
Tradenames | |||||
Intangible assets | |||||
Intangible assets, gross | 0.1 | $ 0.1 | $ 0.1 | ||
Estimated useful life | 3 years | 3 years | |||
Customer relationships | |||||
Intangible assets | |||||
Intangible assets, gross | 9.2 | $ 9.2 | $ 9.2 | ||
Less: accumulated amortization | $ (0.4) | $ (0.4) | $ (0.1) | ||
Estimated useful life | 18 years | 18 years |
Goodwill and Intangible Asset34
Goodwill and Intangible Assets - Amortization (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Goodwill and Intangible Assets | |||||
Amortization expense | $ 0.2 | $ 0 | $ 0.3 | $ 0 | |
Expected amortization expense for future periods | |||||
2,017 | 0.3 | 0.3 | |||
2,018 | 0.5 | 0.5 | |||
2,019 | 0.5 | 0.5 | |||
2,020 | 0.5 | 0.5 | |||
2,021 | 0.5 | 0.5 | |||
Thereafter | 6.6 | 6.6 | |||
Total | $ 8.9 | $ 8.9 | $ 9.2 |
Capital Leases (Details)
Capital Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Capital Leases | |||||
Amortization of assets under capital leases | $ 0.2 | $ 0.2 | $ 0.4 | $ 0.2 | |
Aggregate future minimum lease payments under capital leases | |||||
2,017 | 0.3 | 0.3 | |||
2,018 | 7.6 | 7.6 | |||
2,019 | 0.3 | 0.3 | |||
2,020 | 0.1 | 0.1 | |||
Total future minimum lease payments | 8.3 | 8.3 | |||
Less: amount representing interest | (0.2) | (0.2) | |||
Present value of future minimum lease payments | 8.1 | 8.1 | |||
Less: current portion of capital lease obligations | (7.4) | (7.4) | $ (0.5) | ||
Total capital lease obligations, less current portion | $ 0.7 | $ 0.7 | $ 0.3 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Millions | Aug. 16, 2017USD ($)item | Apr. 30, 2016USD ($) | Apr. 30, 2015USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 23, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2015USD ($) | Feb. 28, 2015USD ($) |
Long-Term Debt | ||||||||||
Current portion of long-term debt | $ (10.5) | $ (2.3) | ||||||||
Long-term debt, less current portion | 9.8 | |||||||||
Repayments of debt | 1.6 | $ 2.3 | ||||||||
Related party note payable | 17.1 | |||||||||
Subsequent Event | ||||||||||
Long-Term Debt | ||||||||||
Repayments of debt | $ 10.4 | |||||||||
Subsequent Event | ESCO | ||||||||||
Long-Term Debt | ||||||||||
Secured Seller's Notes | 7 | |||||||||
Subsequent Event | Senior Revolving Credit Facility | ||||||||||
Long-Term Debt | ||||||||||
Maximum borrowings | $ 50 | |||||||||
Percentage of eligible accounts receivable used in determining the borrowing base | 85.00% | |||||||||
Current borrowing capacity | $ 20 | |||||||||
Interest rate margin in event of default (as a percent) | 2.00% | |||||||||
Fixed charge coverage ratio requirement | 1 | |||||||||
Liquidity requirement that is used in determining whether the Company has to maintain a certain fixed charge coverage ratio | $ 10 | |||||||||
Time period in which the Company must maintain a certain level of liquidity | 30 days | |||||||||
Amount of qualified cash the Company must have in determining whether the Company is subject to a fixed charge coverage ratio requirement | $ 20 | |||||||||
Subsequent Event | Senior Revolving Credit Facility | Credit Facility Restrictions, clause (a) | ||||||||||
Long-Term Debt | ||||||||||
Measurement period of time used in the calculation of excess availability in determining any restrictions on the Company's ability to make distributions | 90 days | |||||||||
Percentage used in the calculation of excess availability in determining any restrictions on the Company's ability to make distributions | 22.50% | |||||||||
Amount used in the calculation of excess availability in determining any restrictions on the Company's ability to make distributions | $ 10 | |||||||||
Subsequent Event | Senior Revolving Credit Facility | Credit Facility Restrictions, clause (b) | ||||||||||
Long-Term Debt | ||||||||||
Fixed charge ratio used in the calculation in determining any restrictions on the Company's ability to make distributions | 1 | |||||||||
Measurement period of time used in the calculation of excess availability in determining any restrictions on the Company's ability to make distributions | 90 days | |||||||||
Percentage used in the calculation of excess availability in determining any restrictions on the Company's ability to make distributions | 17.50% | |||||||||
Amount used in the calculation of excess availability in determining any restrictions on the Company's ability to make distributions | $ 7 | |||||||||
Period of time from closing in determining when distributions can be made, if the threshold under clause (b) is met | 12 months | |||||||||
Fixed charge coverage ratio used in determining when distributions can be made, if the threshold under clause (b) is met | 1 | |||||||||
Number of quarters the fixed charge coverage ratio is required to be maintained | item | 2 | |||||||||
Term Loan | ||||||||||
Long-Term Debt | ||||||||||
Long-term debt | 5.5 | 7.1 | ||||||||
Revolver | ||||||||||
Long-Term Debt | ||||||||||
Long-term debt | 5 | 5 | ||||||||
LIBOR Rate Loans | Subsequent Event | Senior Revolving Credit Facility | ||||||||||
Long-Term Debt | ||||||||||
Interest rate margin (as a percent) | 1.50% | |||||||||
LIBOR Rate Loans | Subsequent Event | Senior Revolving Credit Facility | Minimum | ||||||||||
Long-Term Debt | ||||||||||
Interest rate margin (as a percent) | 1.50% | |||||||||
LIBOR Rate Loans | Subsequent Event | Senior Revolving Credit Facility | Maximum | ||||||||||
Long-Term Debt | ||||||||||
Interest rate margin (as a percent) | 2.00% | |||||||||
Base Rate Loans | Subsequent Event | Senior Revolving Credit Facility | ||||||||||
Long-Term Debt | ||||||||||
Interest rate margin (as a percent) | 0.50% | |||||||||
Base Rate Loans | Subsequent Event | Senior Revolving Credit Facility | Minimum | ||||||||||
Long-Term Debt | ||||||||||
Interest rate margin (as a percent) | 0.50% | |||||||||
Base Rate Loans | Subsequent Event | Senior Revolving Credit Facility | Maximum | ||||||||||
Long-Term Debt | ||||||||||
Interest rate margin (as a percent) | 1.00% | |||||||||
Base Rate Loans | Subsequent Event | Senior Revolving Credit Facility | Federal Funds Rate | ||||||||||
Long-Term Debt | ||||||||||
Interest rate margin (as a percent) | 0.50% | |||||||||
Base Rate Loans | Subsequent Event | Senior Revolving Credit Facility | LIBOR | ||||||||||
Long-Term Debt | ||||||||||
Interest rate margin (as a percent) | 1.00% | |||||||||
Iberia Bank | Term Loan | ||||||||||
Long-Term Debt | ||||||||||
Long-term debt | 5.5 | $ 6.2 | ||||||||
Face amount of debt | $ 7 | |||||||||
Carrying value of assets used to secure debt | $ 137.8 | |||||||||
Interest rate (as a percent) | 4.73% | 4.12% | ||||||||
Number of monthly installments | 60 months | |||||||||
Iberia Bank | Revolver | ||||||||||
Long-Term Debt | ||||||||||
Long-term debt | $ 5 | $ 5 | ||||||||
Maximum borrowings | $ 5 | $ 2 | ||||||||
Carrying value of assets used to secure debt | $ 137.8 | |||||||||
Interest rate (as a percent) | 4.73% | 4.12% | ||||||||
Texas Capital Bank | Term Loan | ||||||||||
Long-Term Debt | ||||||||||
Long-term debt | $ 0 | $ 0.7 | ||||||||
Maximum borrowings | $ 2 | |||||||||
Carrying value of assets used to secure debt | $ 27.5 | |||||||||
Interest rate (as a percent) | 5.75% | 5.75% | ||||||||
Benchmark Bank | Term Loan | ||||||||||
Long-Term Debt | ||||||||||
Long-term debt | $ 0.2 | $ 0.2 | ||||||||
Face amount of debt | $ 0.6 | |||||||||
Carrying value of certificate of deposit used to secure debt | $ 0.2 | |||||||||
Interest rate (as a percent) | 4.50% | |||||||||
Repayments of debt | $ 0.4 |
Risk Concentrations (Details)
Risk Concentrations (Details) - Customer Concentration Risk - customer | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue | ||||
Customer Concentrations | ||||
Number of customers | 2 | 1 | 2 | 1 |
Revenue | EOG Resources | ||||
Customer Concentrations | ||||
Concentration risk (as a percent) | 13.10% | 47.60% | 14.50% | 55.10% |
Revenue | PDC Energy | ||||
Customer Concentrations | ||||
Concentration risk (as a percent) | 23.10% | 24.70% | ||
Accounts Receivable | ||||
Customer Concentrations | ||||
Number of customers | 2 | 1 | ||
Concentration risk (as a percent) | 21.20% | |||
Accounts Receivable | EOG Resources | ||||
Customer Concentrations | ||||
Concentration risk (as a percent) | 13.20% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Mar. 31, 2017 |
Employee Severance | ||
Liability related to severance payments | $ 1 | |
Officer | ||
Employee Severance | ||
Liability related to severance payments | $ 0.7 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)segment | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Segment Reporting | |||||
Number of reportable segments | segment | 2 | ||||
Revenues | $ 33.7 | $ 5.6 | $ 62.8 | $ 10.4 | |
Operating income (loss) | (4.9) | (0.6) | (10.5) | (1.9) | |
Interest expense, net | (1.1) | (0.1) | (1.6) | (0.2) | |
Total assets | 165.3 | 165.3 | $ 135.7 | ||
Well Services | |||||
Segment Reporting | |||||
Revenues | 31.7 | 4.2 | 59 | 7.8 | |
Operating income (loss) | (5.1) | (0.5) | (10.9) | (1) | |
Interest expense, net | (1) | (0.1) | (1.5) | (0.2) | |
Total assets | 137.8 | 137.8 | 107.9 | ||
Processing Solutions | |||||
Segment Reporting | |||||
Revenues | 2 | 1.4 | 3.8 | 2.6 | |
Operating income (loss) | 0.2 | $ (0.1) | 0.4 | (0.9) | |
Interest expense, net | (0.1) | (0.1) | $ (0.1) | ||
Total assets | $ 27.5 | $ 27.5 | $ 27.8 |
Owners' Capital and Profit In40
Owners' Capital and Profit Interest Awards (Details) $ in Millions | Oct. 03, 2016USD ($) | Oct. 02, 2016 | Jun. 30, 2017USD ($)shares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)itemshares | Jun. 30, 2016USD ($)shares | Dec. 31, 2016shares |
Class B Unit | Processing Solutions | |||||||
Owners' Capital and Profit Interest Awards | |||||||
Grant date fair value of units | $ | $ 0.3 | $ 0.3 | |||||
Unit Activity | |||||||
Outstanding at beginnig of period (in units) | 700,000 | 1,000,000 | 1,000,000 | ||||
Granted (in units) | 300,000 | ||||||
Forfeited (in units) | (300,000) | ||||||
Outstanding at end of period (units) | 1,000,000 | 1,000,000 | 700,000 | ||||
Class C and D Units | Well Services | |||||||
Owners' Capital and Profit Interest Awards | |||||||
Voting rights | item | 0 | ||||||
Vesting percentage of certain awards | 33.00% | ||||||
Vesting period for certain awards | 3 years | ||||||
Grant date fair value of units at the date of modification | $ | $ 2.5 | ||||||
Grants to specific employees, value | $ | $ 1.6 | $ 1.6 | |||||
Compensation expense | $ | 0.3 | $ 0 | 0.7 | $ 0 | |||
Unrecognized compensation cost | $ | 1.5 | $ 1.5 | |||||
Unrecognized compensation cost, period for recognition | 2 years | ||||||
Assumptions used in the valuation and resulting grant date fair value | |||||||
Period | 5 years | 5 years | 5 years | ||||
Volatility (as a percent) | 40.00% | 40.00% | |||||
Volatility, minimum (as a percent) | 35.00% | 1.20% | |||||
Volatility, maximum (as a percent) | 60.00% | ||||||
Risk Free Rate (as a percent) | 1.20% | ||||||
Risk Free Rate, minimum (as a percent) | 1.00% | ||||||
Risk Free Rate, maximum (as a percent) | 1.60% | ||||||
Class B and C Units | Processing Solutions | |||||||
Owners' Capital and Profit Interest Awards | |||||||
Voting rights | item | 0 | ||||||
Vesting percentage | 25.00% | ||||||
Vesting period | 3 years | ||||||
Vesting percentage upon occurrence of certain events | 25.00% | ||||||
Compensation expense | $ | 0.1 | $ 0 | |||||
Unrecognized compensation cost | $ | $ 0.1 | $ 0.1 | |||||
Unit Activity | |||||||
Granted (in units) | 0 | 300,000 | |||||
Assumptions used in the valuation and resulting grant date fair value | |||||||
Period | 2 years 9 months 18 days | ||||||
Volatility (as a percent) | 28.10% | ||||||
Risk Free Rate (as a percent) | 0.90% | ||||||
Class C Unit | Processing Solutions | |||||||
Owners' Capital and Profit Interest Awards | |||||||
Grant date fair value of units | $ | $ 0.1 | $ 0.1 | |||||
Unit Activity | |||||||
Outstanding at beginnig of period (in units) | 2,000 | 2,000 | 2,000 | ||||
Outstanding at end of period (units) | 2,000 | 2,000 | 2,000 | ||||
Class C Unit, Equity-based Compensation Awards | Well Services | |||||||
Unit Activity | |||||||
Outstanding at beginnig of period (in units) | 500,000 | 500,000 | 500,000 | ||||
Granted (in units) | 300,000 | ||||||
Forfeited (in units) | (200,000) | ||||||
Outstanding at end of period (units) | 600,000 | 600,000 | 500,000 | ||||
Class C Unit Equity-based Liability Awards | Well Services | |||||||
Unit Activity | |||||||
Outstanding at beginnig of period (in units) | 200,000 | 200,000 | 200,000 | ||||
Outstanding at end of period (units) | 200,000 | 200,000 | 200,000 | ||||
Class D Unit Equity-based Compensation Awards | Well Services | |||||||
Unit Activity | |||||||
Outstanding at beginnig of period (in units) | 400,000 | 400,000 | 400,000 | ||||
Granted (in units) | 300,000 | ||||||
Forfeited (in units) | (200,000) | ||||||
Outstanding at end of period (units) | 500,000 | 500,000 | 400,000 | ||||
Class D Unit Equity-based Liability Awards | Well Services | |||||||
Unit Activity | |||||||
Outstanding at beginnig of period (in units) | 200,000 | 200,000 | 200,000 | ||||
Outstanding at end of period (units) | 200,000 | 200,000 | 200,000 | ||||
Ranger Holdings | Well Services | |||||||
Owners' Capital and Profit Interest Awards | |||||||
Ownership percentage of segment | 100.00% | 100.00% | |||||
Torrent Holdings | Processing Solutions | |||||||
Owners' Capital and Profit Interest Awards | |||||||
Ownership percentage of segment | 100.00% | 100.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Jul. 31, 2017 | Jun. 30, 2017 | May 31, 2017 | Apr. 30, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Related Party Transactions | ||||||||||
Assets purchased from a related party | $ 4 | |||||||||
Related party note payable | $ 17.1 | $ 17.1 | $ 17.1 | |||||||
Increase in borrowings on related party debt | 17.6 | |||||||||
CSL and Board Members | ||||||||||
Related Party Transactions | ||||||||||
Related party transaction amount | 0.4 | $ 0 | 0.7 | $ 0 | ||||||
Ranger Bridge Loan | ||||||||||
Related Party Transactions | ||||||||||
Related party note payable | $ 21 | 17.1 | $ 12.1 | $ 11.1 | 17.1 | 17.1 | ||||
Carrying value of assets used to secure debt | 132.1 | $ 132.1 | $ 132.1 | |||||||
Interest rate (as a percent) | 15.00% | |||||||||
Period after the consummation of an initial public offering that the debt may become due | 10 days | |||||||||
Percentage of the total amount advanced to be paid upon settlement | 125.00% | |||||||||
Increase in borrowings on related party debt | $ 3.9 | $ 2.5 | $ 2.5 | $ 1 | ||||||
Ranger Bridge Loan | CSL Opportunities II | ||||||||||
Related Party Transactions | ||||||||||
Related party note payable | $ 4.4 | |||||||||
Ranger Bridge Loan | CSL Holdings II | ||||||||||
Related Party Transactions | ||||||||||
Related party note payable | 3.2 | |||||||||
Ranger Bridge Loan | Bayou Well Holdings Company, LLC | ||||||||||
Related Party Transactions | ||||||||||
Related party note payable | $ 3.6 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 16, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Aug. 30, 2017 | Aug. 10, 2017 |
Initial Public Offering | |||||
Repayments of long-term debt | $ 1.6 | $ 2.3 | |||
Subsequent Event | |||||
Initial Public Offering | |||||
Repayments of long-term debt | $ 10.4 | ||||
Payment of cash bonuses to certain employees | $ 0.7 | ||||
Subsequent Event | TRA | |||||
Long-term Incentive Plan | |||||
Percentage of net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that the Company is required to pay | 85.00% | ||||
Percentage of net cash savings in U.S. federal, state and local income tax and franchise tax that the Company will retain | 15.00% | ||||
Basis points (as a percent) | 0.015% | ||||
Subsequent Event | Registration Rights Agreement | |||||
Registration Rights Agreement | |||||
Lock-up period | 180 days | ||||
Period after closing of any underwritten offering of shares of Class A Common Stock in which the Company is not obligated to effect such a registration | 90 days | ||||
Maximum value of registration of the Company's Class A common stock in which the Company is not obligated to effect any registration where such registration has been requested by holders of the Registrable Securities per the Registration Rights Agreement | $ 25 | ||||
ESCO | Subsequent Event | |||||
Initial Public Offering | |||||
Cash consideration | $ 45.2 | ||||
Class A Common Stock | Subsequent Event | LTIP | |||||
Long-term Incentive Plan | |||||
Common shares reserved for issuance | 1,250,000 | ||||
Class A Common Stock | ESCO | Subsequent Event | |||||
Initial Public Offering | |||||
Share price (in dollars per share) | $ 14.50 | ||||
Senior Revolving Credit Facility | Subsequent Event | |||||
Revolving Credit Facility | |||||
Maximum borrowing capacity | $ 50 | ||||
IPO | Class A Common Stock | Subsequent Event | |||||
Initial Public Offering | |||||
Stock issued (in shares) | 5,862,069 | ||||
Share price (in dollars per share) | $ 14.50 | ||||
Gross proceeds from initial public offering | $ 85 | ||||
Net proceeds from initial public offering | 80.6 | ||||
Underwriting discounts and commissions | 4.4 | ||||
Net proceeds from the initial public offering, after repayment of debt, funding of acquisition and other costs | 26.3 | ||||
Payment of offering related costs | $ 5 | ||||
Over-Allotment Option | Class A Common Stock | Subsequent Event | |||||
Initial Public Offering | |||||
Number of shares available for purchase (in shares) | 879,310 |