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Debt
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Debt
Note 7 — Debt
The aggregate carrying amounts, net of issuance costs, of the Company’s debt consists of the following (in millions):
 
 
March 31, 2020
 
December 31, 2019
ESCO Notes Payable
 
$

 
$
5.8

Credit Facility
 
20.9

 
9.5

Encina Master Financing Agreement
 
24.6

 
27.1

Total Debt
 
45.5

 
42.4

Current portion of long-term debt
 
(31.6
)
 
(15.8
)
Long term-debt, net
 
$
13.9

 
$
26.6


ESCO Notes Payable
In connection with the IPO and the ESCO Leasing, LLC (“ESCO”) acquisition, both of which occurred on August 16, 2017, the Company issued $7.0 million of Seller’s Notes as partial consideration for the ESCO acquisition. These notes included a note for $1.2 million, which was paid in August 2018 and a note for $5.8 million due in February 2019. Both of these notes bore interest at 5.0% payable quarterly until their respective maturity dates.
During the year ended December 31, 2018, the Company provided notice to ESCO that the Company sought to be indemnified for breach of contract. The Company exercised its right to stop payments of the remaining principal balance of $5.8 million on the Seller’s Notes and any unpaid interest, pending resolution of certain indemnification claims. Interest on the outstanding principal balance was accrued through the maturity date of the Note Payable. During the three months ended March 31, 2020, the Company paid $3.8 million to settle the note and any unpaid interest, and recognized a gain on the retirement of debt of $2.1 million, which is included in the unaudited interim Condensed Consolidated Statement of Operations within General and administrative expenses. Please see Note 12 — Commitments and Contingencies for further details.
Credit Facility
On August 16, 2017, Ranger Energy Services, LLC, (“Ranger, LLC”) entered into a $50.0 million senior unsecured revolving credit facility (the “Credit Facility”) by and among certain of Ranger’s subsidiaries, as borrowers, each of the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent (the “Administrative Agent”). The Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the value of the Company’s eligible accounts receivable less certain reserves. During the three months ended March 31, 2020, the Company borrowed against the Credit Facility such that the available borrowings were less than $6.25 million, causing dominion to revert to the Administrative Agent. For 30 consecutive days, the Company was required to either (a) maintain available borrowings of no less than the greater of $6.25 million and 12.5% of the lesser of (x) the maximum revolver amount and (y) the borrowing base (which approximated $3.9 million as of March 31, 2020) or (b) have no revolver drawings and available cash of at least $20.0 million for dominion to revert back to the Company. While the Company is subject to cash dominion, the Administrative Agent is permitted to take control of the Company’s bank accounts and sweep cash to an account of the Administrative Agent on a daily basis. Therefore, the total borrowings under the Credit Facility, and related issuance costs, were reclassified to current maturities of long-term debt as of March 31, 2020. The Credit Facility is scheduled to mature on August 16, 2022. See Note 14 — Subsequent Events for further details.
The applicable margin for the London Interbank Offered Rate (“LIBOR”) loans ranges from 1.5% to 2.0% and the applicable margin for Base Rate loans ranges from 0.5% to 1.0%, in each case, depending on Ranger LLC’s average excess availability under the Credit Facility. The applicable margin for the LIBOR loan was 1.75% and the applicable margin for Base Rate loans was 0.75% as of March 31, 2020. The weighted average interest rate for the borrowings under the Credit Facility was 3.4% as of March 31, 2020.
As of March 31, 2020, under the Credit Facility, the Company borrowed $21.3 million, had a borrowing capacity of $31.5 million, with a residual $10.2 million available for borrowing. The Company was in compliance with the Credit Facility covenants as of March 31, 2020. The Company capitalized fees of $0.7 million associated with the Credit Facility, which are included in the unaudited interim Condensed Consolidated Balance Sheets as a discount to the Credit Facility. Such fees will be amortized through maturity and are included in Interest Expense, net on the Condensed Consolidated Statement of Operations. Unamortized debt issuance costs as of March 31, 2020 was $0.4 million.
Encina Master Financing and Security Agreement (Financing Agreement)
On June 22, 2018, the Company entered into a Financing Agreement with Encina Equipment Finance SPV, LLC (the “Lender”). The amount available to be provided by the Lender to the Company under the Financing Agreement was contemplated to be not less than $35.0 million, and not to exceed $40.0 million. The first financing was required to be in an amount up to $22.0 million, which was used by the Company to acquire certain capital equipment. Subsequent to the first financing, the Company borrowed an additional $17.8 million, net of expenses and in two tranches, under the Financing Agreement. The Company utilized the additional net proceeds to acquire certain capital equipment. The Financing Agreement is secured by a lien on certain high-spec rig assets. As of March 31, 2020, the aggregate principal balance outstanding under the Financing Agreement was $25.2 million. The total borrowings under the Financing Agreement were borrowed in three tranches, where the amounts outstanding are payable ratably over 48 months from the time of each borrowing. The three tranches mature in July 2022, November 2022 and January 2023.
Borrowings under the Financing Agreement bear interest at a rate per annum equal to the sum of 8.0% plus LIBOR, which was 1.5%, as of March 31, 2020. Under the terms of the Financing Agreement, in no event will LIBOR fall below 1.5% and it requires that the Company maintain leverage ratios of 2.5 to 1.0. The Company was in compliance with the covenants under the Financing Agreement as of March 31, 2020.
The Company capitalized fees of $0.9 million associated with the Financing Agreement, which are included in the unaudited Interim Condensed Consolidated Balance Sheets as a discount to the long term debt. Such fees will be amortized through maturity and are included in Interest Expense, net in the unaudited interim Condensed Consolidated Statements of Operations. Unamortized debt issuance costs as of March 31, 2020 was $0.6 million.
Debt Obligations and Scheduled Maturities
As of March 31, 2020, aggregate future principal payments of total debt are as follows (in millions):
For the twelve months ending March 31,
 
Total
2021
 
$
31.3

2022
 
10.0

2023
 
5.2

Total
 
$
46.5