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Acquisitions | 9 Months Ended
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Sep. 30, 2021
Business Combinations [Abstract] |
Acquisitions | NOTE 7. ACQUISITIONS On May 17, 2021, the Company completed the purchase of substantially all of the assets of Design Space Modular Buildings PNW, LP (“Design Space”) for $267.3 million in cash consideration on the closing date. Design Space provides modular buildings and portable storage containers rental and sale solutions to customers in the West and Pacific Northwest states in the U.S. The acquisition was accounted for as a purchase of a “business” in accordance with criteria in Accounting Standards Codification (ASC) 805 – “Business Combinations” using the purchase method of accounting. Under the purchase method of accounting, the total purchase price is assigned to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values on the closing date. The excess of the purchase price over those fair values is recorded as goodwill. The financial results of Design Space were a part of the Mobile Modular segment since May 17, 2021, including $1.0 million of transaction costs. On April 1, 2021 the Company completed the purchase of assets of GRS Holding LLC, DBA Kitchens To Go (“Kitchens To Go”) for $18.3 million in cash consideration. Kitchens To Go provides interim and permanent modular kitchen solutions for foodservice providers that require flexible facilities to continue or expand operations. The acquisition was accounted for as a purchase of a “business” in accordance with criteria in ASC 805 using the purchase method of accounting. The financial results of Kitchens To Go were a part of the Mobile Modular segment since April 1, 2021, including $0.3 million of transaction costs. The following tables summarize the preliminary purchase price allocations reflecting estimated fair values of assets acquired and liabilities assumed in the Design Space and Kitchens To Go acquisitions, with excess amounts allocated to goodwill. The estimated fair values of the assets acquired and liabilities assumed on the acquisition date are determined based on preliminary valuations and analyses. Accordingly, the Company has made provisional estimates for the assets acquired and liabilities assumed. The valuation of intangible assets acquired is based on certain valuation assumptions including cash flow projections, discount rates, contributory asset charges and other valuation model inputs. The valuation of tangible long-lived assets acquired is dependent upon various analyses including an analysis of the condition and estimated remaining economic lives of the assets acquired. Design Space:
(dollar amounts in thousands) |  |  |  |
Rental equipment |  | $ | 116,272 |
Intangible assets: |  |  |  |
Goodwill |  |  | 101,874 |
Customer relationships |  |  | 37,900 |
Non-compete |  |  | 2,500 |
Customer backlog |  |  | 1,600 |
Accounts receivable, net of allowance for doubtful accounts of $125 |  |  | 12,025 |
Property, plant and equipment |  |  | 4,139 |
Prepaid expenses and other assets |  |  | 5,366 |
Accounts payable and accrued liabilities |  |  | (11,613 | )
Deferred income |  |  | (2,784 | )
Total purchase price |  | $ | 267,279 |
Kitchens To Go:
(dollar amounts in thousands) |  |  |  |
Rental equipment |  | $ | 12,853 |
Intangible assets: |  |  |  |
Goodwill |  |  | 2,322 |
Customer relationships |  |  | 1,700 |
Trade name |  |  | 1,200 |
Non-compete |  |  | 600 |
Customer backlog |  |  | 300 |
Accounts receivable |  |  | 212 |
Property, plant and equipment |  |  | 365 |
Prepaid expenses and other assets |  |  | 1,199 |
Accounts payable and accrued liabilities |  |  | (1,659 | )
Deferred income |  |  | (747 | )
Total purchase price |  | $ | 18,345 |
The primary areas of the preliminary purchase price allocations that have not been finalized relate to the finalization of working capital and the valuation of rental equipment, intangible assets and any identified deferred tax liabilities. Upon completion of the fair value assessment, the ultimate amounts of recorded intangible assets could differ from the preliminary allocation disclosed above. Any change in working capital will reduce or increase the cash consideration. Any changes to preliminary estimates of the fair value of rental equipment and intangible assets will result in adjustments to goodwill during the measurement period, with subsequent changes in estimates recorded in the statement of operations. The preliminary value assigned to identifiable intangible assets have been determined based on discounted estimated future cash flows associated with such assets to their present value. The combined acquired goodwill of $104,196 reflects the strategic fit of Design Space and Kitchens to Go with the Company’s modular business operations. The Company will amortize the acquired customer relationships, tradename, non-compete and customer backlog over their expected useful lives of 8 years, 8 years, 5 years and 6 months, respectively. Goodwill is expected to have an indefinite life and will be subject to future impairment testing. The goodwill is deductible for tax purposes over 15 years. The following unaudited pro forma financial information shows the combined results of operations of the Company, Design Space and Kitchens To Go as if the acquisitions occurred as of the beginning of the periods presented. The pro forma results include the effects of the amortization of the purchased intangible assets and depreciation expense of acquired rental equipment valuation step up, interest expense on the debt incurred to finance the acquisitions. A pro forma adjustment has been made to reflect the income taxes that would have been recorded at the combined federal and state statutory rate of 28% on the acquisitions’ combined net income. The pro forma results for the nine months ended September 30, 2021 have been adjusted to include transaction related costs. This pro forma data is presented for informational purposes only and does not purport to be indicative of the results of the future operations or the results that would have occurred had the acquisitions taken place in the periods noted below:
|  | Nine months ended September 30, |
(dollar amounts in thousands, except for per share amounts) |  | 2021 |  |  | 2020 |
Pro-forma total revenues |  | $ | 471,955 |  |  | $ | 496,963 |
Pro-forma net income |  | $ | 64,618 |  |  | $ | 76,585 |
Pro-forma basic earnings per share |  | $ | 2.67 |  |  | $ | 3.17 |
Pro-forma diluted earnings per share |  | $ | 2.64 |  |  | $ | 3.12 |
Design Space and Kitchens To Go |  |  |  |  |  |  |  |
Actual total revenues |  | $ | 22,191 |  |  |  |  |
Actual net income |  | $ | 177 |  |  |  |  |
Actual basic earnings per share |  | $ | 0.01 |  |  |  |  |
Actual diluted earnings per share |  | $ | 0.01 |  |  |  |  |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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