Note 2: Acquisitions

Upholstery segment acquisitions

In the third quarter of fiscal 2017, we acquired the license to sell the La-Z-Boy brand in the United Kingdom and Ireland. We are still evaluating certain facts and circumstances related to this acquisition, and expect to finalize the purchase accounting in the fourth quarter of fiscal 2017. Per the terms of the purchase agreement, payment for the business is not due until 90 business days following the date of acquisition, and accordingly, we have recorded a purchase price liability of $16.6 million, which includes $1.0 million of contingent consideration, related to this acquisition. We recorded $4.3 million of intangible assets ($3.2 million of which related to acquired customer relationships), which will be amortized between one and 15 years, and $11.6 million of goodwill. We recorded the acquisition in our Upholstery segment and will amortize and deduct a portion of the intangible assets over their estimated life for income tax purposes.

Retail segment acquisitions

Also, in the third quarter of fiscal 2017, we acquired the assets of an independent operator of nine La-Z-Boy Furniture Galleries® stores located throughout Pennsylvania, New York, and New Jersey for $21.3 million, composed of $19.9 million of cash and $1.4 million of forgiveness of accounts receivable owed by the dealer. We agreed to forgive the dealer’s accounts receivable as part of the negotiation of the purchase price with the dealer. We began including these stores in our Retail segment results upon acquisition.

In the second quarter of fiscal 2017, we acquired the assets of two independent operators of a combined four La-Z-Boy Furniture Galleries® stores in Canada for $12.1 million, including $0.2 million of contingent consideration, $10.7 million of cash, and $1.2 million of forgiveness of accounts receivable owed by these dealers. We agreed to forgive these dealers’ accounts receivable as part of the negotiation of the purchase price with the dealers. We finalized the purchase accounting for this acquisition in the third quarter of fiscal 2017. We began including these stores in our Retail segment results upon acquisition.

During the first quarter of fiscal 2017, we acquired the assets of an independent operator of one La-Z-Boy Furniture Galleries® store in Reno, Nevada for $5.3 million of cash. We began including this store in our Retail segment results upon acquisition.

Prior to these Retail segment acquisitions, we licensed the exclusive right to own and operate La-Z-Boy Furniture Galleries® stores (and to use the associated trademarks and trade name) in those markets to the dealers whose assets we acquired. We acquired these rights when we purchased the dealers’ other assets. The effective settlement of these arrangements resulted in no settlement gain or loss as the contractual terms were at market. We recorded indefinite-lived intangible assets of $6.0 million related to the reacquired rights. We also recognized $25.0 million of goodwill, which primarily relates to the expected synergies resulting from the integration of the acquired stores and the anticipated future benefits. We recorded the goodwill and other intangible assets in our Retail segment and will amortize and deduct them for federal income tax purposes over 15 years.

For all acquisitions made during fiscal 2017, we based the purchase price allocations on fair values at the dates of acquisition, and summarized them in the following table:

(Unaudited, amounts in thousands)	Fiscal 2017
Current assets	$	12,267
Goodwill and other intangible assets	46,921
Property, plant and equipment, net	1,106

Total assets acquired	60,294

Current liabilities acquired	(3,631		)
Purchase price liability	(15,587		)
Contingent consideration liability	(1,204		)

Total liabilities	(20,422		)


Total purchase price	$	39,872

Since the impact of these acquisitions on our results of operations was not material, pro-forma financial information is not required.