NOTE 12. EQUITY BASED COMPENSATION AND PROFIT INTERESTS AWARDS

Long-term Incentive Plan

On August 10, 2017, the board of directors adopted the Ranger Energy Services, Inc. 2017 Long-term Incentive Plan (“LTIP”) for the employees, consultants and the directors of the Company and its affiliates who perform services for the Company. The LTIP provides for potential grants of: (i) incentive stock options qualified as such under U.S. federal income tax laws; (ii) nonstatutory stock options that do not qualify as incentive stock options; (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock units; (vi) bonus stock; (vii) performance awards; (viii) dividend equivalents; (ix) other stock-based awards; (x) cash awards; and (xi) substitute awards. Subject to adjustment in accordance with the terms of the LTIP, 1,250,000 shares of Class A Common Stock have been reserved for issuance pursuant to awards under the LTIP. Class A Common Stock withheld to satisfy exercise prices or tax withholding obligations will be available for delivery pursuant to other awards. The LTIP will be administered by the board of directors or an alternative committee appointed by the board of directors. As of March 31, 2018 there have been 34,000 restricted shares granted under the LTIP.

During the three months ended March 31, 2018 there were 24,000 restricted shares issued. The total value at grant date was $0.2 million. During the three months ended March 31, 2018, there was less than $10,000 of amortization and $ 0.3 million of unrecognized expense.

The following table summarizes the changes in the restricted shares outstanding for the three months ended March 31, 2018:


		Weighted Average		Weighted Average
		Grant Date		Remaining
	Shares	Fair Value		Vesting Period
Outstanding at December 31, 2017	10,000		9.43	2.7 years
Granted	24,000		8.14	3.0 years
Outstanding at March 31, 2018	34,000	$	8.52	2.9 years

Well Services

The Well Services segment was 100% owned by Ranger Holdings and Ranger Services’ equity was represented by a single share class. Ranger Holdings has issued Class C and Class D units to certain key employees of Ranger Services as remuneration for employee services that were originally intended, at grant, to be “profit interests” with no voting rights. Certain of the units vest 33% per year over a three‑year service period and may be forfeited or repurchased by Ranger Holdings under certain circumstances as set forth in the Ranger Holdings limited liability company agreement and the individual Class C and Class D unit grant agreements. The “vesting units” are deemed equity and are measured at fair value using an option pricing model at each grant date with compensation expense recognized on a straight‑line basis over the requisite service period.

Certain of the Class C and Class D units that were granted are liability‑classified awards as they do not fully vest until a defined change of control event. The Company has not recognized a liability or recognized any compensation expense for these liability‑classified awards in the accompanying unaudited condensed consolidated financial statements since the change of control event is not probable and estimable. These units will trigger no compensation expense until amounts payable under such awards become probable and estimable.

During the three months ended March 31, 2018 and 2017, the Company recognized compensation expense of $0.2 million and $0.3 million, respectively. The total unrecognized compensation cost related to unvested awards at March 31, 2018 is $1.0 million and is expected to be recognized over the next two years.

Processing Solutions

The Processing Solutions segment was 100% owned by Torrent Holdings and Torrent Services’ equity was represented by a single share class. Torrent Holdings has issued Class B and Class C units to certain key employees of Torrent as remuneration for employee services that were originally intended, at grant, to be “profit interests” with no voting rights. Class B units have a three‑year vesting period at 25% per year, with the remaining 25% vesting upon certain events occurring. Torrent Holdings also issued Class C awards, which were fully vested at grant date when issued in 2014. Class B and Class C units are deemed to be equity‑classified.

The grant date fair value for the Class B and Class C unit awards were $0.3 million and $0.1 million, respectively. Compensation expense is recognized on a straight‑line basis over the requisite service period. During the three months ended March 31, 2018 and 2017, the Company recognized compensation expense of less than $0.1 million. The total unrecognized compensation cost related to unvested awards at March 31, 2018 is less than $0.1 million and is expected to be recognized in 2018.