XML 24 R12.htm IDEA: XBRL DOCUMENT v3.19.2
ACQUISITIONS
9 Months Ended
Jun. 30, 2019
Business Combinations [Abstract]  
ACQUISITIONS ACQUISITIONS

The Company acquired Crestmark Bancorp, Inc. ("Crestmark") and its bank subsidiary, Crestmark Bank, on August 1, 2018 for a purchase price of $295.8 million paid by issuance of 9,919,512 shares of Meta common stock. The initial accounting for certain liabilities and goodwill were incomplete and the amounts recorded were considered provisional. The Company recognized certain measurement period adjustments, discussed below, as of June 30, 2019. The amount of goodwill recorded remains provisional, as well as the other assets and liabilities noted in the table below. The measurement period remains open for the Crestmark acquisition until August 1, 2019. The following table summarizes the allocation of the purchase price to net assets of Crestmark as of the August 1, 2018 acquisition date.
(Dollars in Thousands)
Estimated fair value as previously reported(a)
 
Measurement period adjustments
 
Fair value as adjusted
Rental Equipment
$
98,977

 
$
(3,355
)
 
$
95,622

Intangible assets
28,253

 
(117
)
 
28,136

Goodwill
204,547

 
4,671

 
209,218

Accrued expenses and other liabilities
88,301

 
1,199

 
89,500

Net other assets
55,464

 

 
55,464

Noncontrolling interest
3,167

 

 
3,167

Purchase price
295,773

 

 
295,773

(a) As previously reported in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2018

Measurement Period Adjustments and Impairment - DC Solar
The Company previously purchased a portfolio of mobile solar generators ("MSGs") from DC Solar Solutions, Inc. and certain of its affiliates, a relationship in the Company's solar leasing business, and, in turn, leased the MSGs to DC Solar Distribution, Inc., an affiliate of DC Solar Solutions. During the second fiscal quarter of 2019, the Company became aware that the DC Solar entities and their affiliates filed for bankruptcy and the entities, including their principals, are subjects of ongoing federal investigations involving allegations of fraudulent misconduct. The Company had three separate operating leases with DC Solar - two of the transactions were included in the acquired Crestmark balances on August 1, 2018. The third transaction was originated in August 2018 after the Crestmark acquisition date. The Company considered the bankruptcy filing and fraud allegations as new facts and circumstances and concluded the alleged fraud existed at the acquisition date for the acquired DC Solar transactions. As a result, the identified impairment for the acquired DC Solar transactions and other related adjustments were recorded as measurement period adjustments to the acquired assets and liability amounts recognized and were offset through provisional goodwill. The impairment and related adjustments for the DC Solar transaction originated post-acquisition are reflected in current earnings.
The Company has repossessed 173 of the 176 underlying assets and is in the process of performing repairs and general maintenance to the assets where needed to ensure they are in prime condition for re-lease. As of June 30, 2019 the Company is continuing its repossession efforts with respect to the remaining three units. The timing and extent to which the Company will be able to re-lease the underlying assets remains uncertain as the Company is actively marketing the units. The adjustments to goodwill and impairment recognized for the DC Solar events reflect the Company's best estimate of the potential loss incurred, based on the Company's present understanding of the relevant facts. Assumptions utilized in the estimate included recoverability of the MSGs and the Company's ability to re-lease them, contractual rents, and residual values. As new facts and circumstances become available, the Company will assess any remaining exposure with respect to these DC Solar matters to determine whether additional adjustments to goodwill and/or impairment loss are necessary. As long as the required criteria under GAAP are met, the Company will continue to account for adjustments to the acquired DC Solar transactions as adjustments to goodwill until the measurement period closes, which will not extend beyond August 1, 2019. During the fiscal quarter ended March 31, 2019, the Company recognized a net decrease in net income of $6.6 million and a net decrease of $8.5 million in regulatory capital as a result of the DC Solar bankruptcy and ongoing federal investigation. There were no additional adjustments recorded due to the DC Solar events in the three months ended June 30, 2019.
Measurement Period Adjustments - Other
The Company recorded additional measurement period adjustments in the second and third fiscal quarters of 2019 for provisional tax and compensation liabilities assumed through the Crestmark acquisition. The Company obtained additional information about facts and circumstances existing at the Crestmark acquisition date that resulted in an increase to liabilities and goodwill recognized of $2.2 million.