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Acquisitions
3 Months Ended
Mar. 31, 2018
Acquisitions  
Acquisitions

NOTE 4. ACQUISITIONS

ESCO Acquisition

On August 16, 2017, Ranger LLC acquired 49 high-spec well service rigs, certain ancillary equipment and certain of its liabilities (the “ESCO Acquisition”). In connection with the closing of the Offering on August 16, 2017, the Company closed on the ESCO Acquisition for total consideration of $59.7 million, consisting of $47.7 million in cash, $7.0 million in secured seller notes and $5.0 million in shares of Ranger’s Class A Common Stock based on the initial public offering price of $14.50 per share.

The ESCO Acquisition assets were primarily engaged in the completion, repair and workover of oil and gas wells for its customers. The ESCO Acquisition is being accounted for as a business combination. Goodwill is recorded in conjunction with the ESCO Acquisition as the total purchase consideration exceeded the approximated fair value of assets acquired and liabilities assumed.

The following information below represents the purchase price allocation related to the ESCO Acquisition (in millions):

 

 

 

 

Purchase price

    

 

 

Cash

 

$

47.7

Seller's notes

 

 

7.0

Equity issued

 

 

5.0

Total purchase price

 

$

59.7

Purchase price allocation

 

 

 

Accounts receivable

 

$

6.6

Property, plant and equipment

 

 

45.9

Intangible assets

 

 

2.2

Other assets

 

 

0.3

Total assets acquired

 

 

55.0

Accounts payable

 

 

(0.5)

Accrued expenses

 

 

(2.2)

Total liabilities assumed

 

 

(2.7)

Goodwill

 

 

7.4

Allocated purchase price

 

$

59.7

 

The following is supplemental pro-forma revenue, operating loss, and net loss had the ESCO Acquisition occurred as of January 1, 2017. (in millions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

2017

 

Supplemental Pro Forma:

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

$

62.6

 

 

 

$

38.2

 

 

Operating Loss

 

 

$

(10.8)

 

 

 

$

(7.5)

 

 

Net Loss

 

 

$

(10.3)

 

 

 

$

(8.0)

 

 

 

The supplemental pro forma revenue, operating loss, and net loss are presented for informational purposes only and may not necessarily reflect the future results of operations of the Company or what the results of operations would have been had the Company owned and operated the ESCO Acquisition assets since January 1, 2017.

The Company reported revenue during the three months ended March 31, 2018 that included $9.6 million generated from the assets acquired in connection with the ESCO Acquisition.

MVCI Acquisition

On January 31, 2018, the Company closed on the acquisition of MVCI Energy Services (“MVCI Acquisition”) for total consideration of $4.0 million in cash. The MVCI Acquisition assets were primarily engaged in well testing services for its customers. The MVCI Acquisition is being accounted for as a business combination. The Company is currently in the process of evaluating the preliminary purchase allocation. The Pro forma results of operations for the MVCI Acquisition is not presented because the pro forma effects, individually and in the aggregate, are not material to the Company’s consolidated results of operations.