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Acquisitions (Tables)
6 Months Ended
Jun. 30, 2019
Business Combinations [Abstract]  
Schedule of assets acquired and liabilities assumed
The following table summarizes the fair values of the assets acquired and liabilities assumed. The purchase price allocations for these assets and liabilities are based on preliminary valuations and are subject to change as we obtain additional information during the acquisition measurement period.
 Accounts receivable, net of allowance for doubtful accounts (1)
$
117

 Inventory
7

 Rental equipment
1,078

 Property and equipment
71

 Intangibles (customer relationships) (2)
230

 Other assets
42

 Total identifiable assets acquired
1,545

 Short-term debt and current maturities of long-term debt (3)
(12
)
 Current liabilities
(130
)
 Deferred taxes
(7
)
 Long-term debt (3)
(25
)
 Other long-term liabilities
(4
)
 Total liabilities assumed
(178
)
 Net identifiable assets acquired
1,367

 Goodwill (4)
705

 Net assets acquired
$
2,072

(1) The fair value of accounts receivables acquired was $117, and the gross contractual amount was $125. We estimated that $8 would be uncollectible.
(2) The customer relationships are being amortized over a 5 year life.
(3) The acquired debt reflects finance lease obligations.
(4) All of the goodwill was assigned to our general rentals segment. The level of goodwill that resulted from the acquisition is primarily reflective of BlueLine's going-concern value, the value of BlueLine's assembled workforce, new customer relationships expected to arise from the acquisition, and operational synergies that we expect to achieve that are not associated with the identifiable assets. $25 of goodwill is expected to be deductible for income tax purposes.
The following table summarizes the fair values of the assets acquired and liabilities assumed.
 Accounts receivable, net of allowance for doubtful accounts (1)
$
74

 Inventory
5

 Rental equipment
268

 Property and equipment
25

 Intangibles (2)
171

 Other assets
4

 Total identifiable assets acquired
547

 Current liabilities
(61
)
 Deferred taxes
(13
)
 Total liabilities assumed
(74
)
 Net identifiable assets acquired
473

 Goodwill (3)
247

 Net assets acquired
$
720

(1) The fair value of accounts receivables acquired was $74, and the gross contractual amount was $81. We estimated that $7 would be uncollectible.
(2) The following table reflects the fair values and useful lives of the acquired intangible assets identified based on our purchase accounting assessments:
 
Fair value
 Life (years)
 Customer relationships
$
166

8
 Trade names and associated trademarks
5

5
 Total
$
171

 

(3) All of the goodwill was assigned to our trench, power and fluid solutions segment. The level of goodwill that resulted from the acquisition is primarily reflective of BakerCorp's going-concern value, the value of BakerCorp's assembled workforce, new customer relationships expected to arise from the acquisition, and operational synergies that we expect to achieve that are not associated with the identifiable assets. $6 of goodwill is expected to be deductible for income tax purposes.
Schedule of intangible assets acquired The following table reflects the fair values and useful lives of the acquired intangible assets identified based on our purchase accounting assessments:
 
Fair value
 Life (years)
 Customer relationships
$
166

8
 Trade names and associated trademarks
5

5
 Total
$
171

 

Summary of business acquisition, pro forma information The tables below present unaudited pro forma consolidated income statement information as if BakerCorp and BlueLine had been included in our consolidated results for the entire period reflected.
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2018
 
June 30, 2018
 
 
United Rentals
 
BlueLine
 
BakerCorp
 
Total
 
United Rentals
 
BlueLine
 
BakerCorp
 
Total
 
Historic/pro forma revenues
$
1,891

 
$
194

 
$
82

 
$
2,167

 
$
3,625

 
$
382

 
$
156

 
$
4,163

 
Historic/combined pretax income (loss)
359

 
(8
)
 
(8
)
 
343

 
591

 
(30
)
 
(21
)
 
540

 
Pro forma adjustments to pretax income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Impact of fair value mark-ups/useful life changes on depreciation (1)
 
 
(1
)
 
(3
)
 
(4
)
 
 
 
(3
)
 
(6
)
 
(9
)
 
Impact of the fair value mark-up of acquired fleet on cost of rental equipment sales (2)
 
 
(3
)
 

 
(3
)
 
 
 
(8
)
 

 
(8
)
 
Intangible asset amortization (3)
 
 
(19
)
 
(10
)
 
(29
)
 
 
 
(38
)
 
(20
)
 
(58
)
 
Interest expense (4)
 
 
(27
)
 
(6
)
 
(33
)
 
 
 
(54
)
 
(12
)
 
(66
)
 
Elimination of historic interest (5)
 
 
32

 
11

 
43

 
 
 
63

 
21

 
84

 
Elimination of merger related costs (6)
 
 
2

 
1

 
3

 
 
 
2

 
1

 
3

 
Restructuring charges (7)
 
 
(10
)
 
(3
)
 
(13
)
 
 
 
(23
)
 
(9
)
 
(32
)
 
Pro forma pretax income
 
 
 
 
 
 
$
307

 
 
 
 
 
 
 
$
454

 
(1) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups, and the changes in useful lives and salvage values, of the equipment acquired in the BakerCorp and BlueLine acquisitions.
(2) Cost of rental equipment sales was adjusted for the fair value mark-ups of rental equipment acquired in the BlueLine acquisition. BakerCorp did not historically recognize a material amount of rental equipment sales, and accordingly no adjustment was required for BakerCorp.
(3) The intangible assets acquired in the BakerCorp and BlueLine acquisitions were amortized.
(4) As discussed above, we issued debt to fund the BakerCorp and BlueLine acquisitions. Interest expense was adjusted to reflect these changes in our debt portfolio.
(5) Historic interest on debt that is not part of the combined entity was eliminated.
(6) Merger related costs primarily comprised of financial and legal advisory fees associated with the BakerCorp and BlueLine acquisitions were eliminated as they were assumed to have been recognized prior to the pro forma acquisition date. The adjustments for BlueLine for the three and six months ended June 30, 2018 include $2 of merger related costs recognized by BlueLine prior to the acquisition.
(7) We expect to recognize restructuring charges primarily comprised of severance costs and branch closure charges associated with the acquisitions over a period of approximately one year following the acquisition dates, which, for the pro forma presentation, was January 1, 2018. The adjustments above reflect the timing of the actual restructuring charges following
the acquisitions (the pro forma restructuring charges above for the three and six months ended June 30, 2018 reflect the actual restructuring charges recognized during the three and six months following the acquisitions). We expect to incur additional restructuring charges for BakerCorp and BlueLine, however the remaining costs are not currently estimable, as we are still identifying the actions that will be undertaken.