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Acquisitions (Tables)
12 Months Ended
Dec. 31, 2014
Business Combinations [Abstract]  
Schedule of Business Acquisitions, by Acquisition
The following table reconciles the total estimated purchase price of the Company’s acquisition of Progressive:
(In Thousands)
 
Proceeds from Private Placement Note Issuance
$
300,000

Proceeds from Term Loan
126,250

Proceeds from Revolving Credit Facility
65,000

Cash Consideration
185,454

Deferred Cash Consideration
29,106

Estimated Purchase Price
$
705,810

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
(In Thousands)
Amounts Recognized as of Acquisition Date1
 
Measurement Period Adjustments2
 
Amounts Recognized as of Acquisition Date (as adjusted)
Estimated Purchase Price
$
705,810

 
$

 
$
705,810

 
 
 
 
 
 
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed
 
 
 
 
 
Cash and Cash Equivalents
5,810

 

 
5,810

Receivables3
27,581

 

 
27,581

Lease Merchandise2
138,198

 
2,987

 
141,185

Property, Plant and Equipment
4,010

 

 
4,010

Other Intangibles2, 4
333,000

 
(8,000
)
 
325,000

Prepaid Expenses and Other Assets
893

 

 
893

Total Identifiable Assets Acquired
509,492

 
(5,013
)

504,479

Accounts Payable and Accrued Expenses2
(23,342
)
 
(5,762
)
 
(29,104
)
Deferred Income Taxes Payable2
(48,298
)
 
(451
)
 
(48,749
)
Customer Deposits and Advance Payments
(10,000
)
 

 
(10,000
)
Total Liabilities Assumed
(81,640
)
 
(6,213
)
 
(87,853
)
Goodwill5
277,958

 
11,226

 
289,184

Net Assets Acquired
$
705,810


$


$
705,810

1 As previously reported in the notes to consolidated financial statements included in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014.
2 The measurement period adjustments primarily related to the resolution of certain sales tax exposures and other tax contingencies subsequent to the acquisition date, which also impacted the fair value estimates of lease merchandise, as well as the finalization of appraisals of intangible assets by the Company’s independent consultants.
3 Receivables include $15.8 million related to the secondary escrow amount, which the Company expects to recover prior to termination of the escrow agreement 36 months from the April 14, 2014 closing date. The gross amount due under customer-related receivables acquired was $22.7 million, of which $10.9 million was expected to be uncollectible.
4 Identifiable intangible assets are further disaggregated in the following table.
5 The total goodwill recognized in conjunction with the Progressive acquisition has been assigned to the Progressive operating segment. Of the goodwill recognized as part of this acquisition, $245.8 million is expected to be deductible for tax purposes. The primary reasons the purchase price of the acquisition exceeded the fair value of the net assets acquired, which resulted in the recognition of goodwill, is related to synergistic value created from the combination of Progressive’s virtual customer payment capabilities with the Company’s leading traditional lease-to-own model. Goodwill also includes certain other intangible assets that do not qualify for separate recognition, such as an assembled workforce.
The Company has made certain estimates in its acquisition accounting r
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination
The estimated intangible assets attributable to the Progressive acquisition are comprised of the following:
 
 
Fair Value
(in thousands)
 
Weighted Average Life
(in years)
Internal Use Software
 
$
14,000

 
3.0
Technology
 
66,000

 
10.0
Trade Names and Trademarks
 
53,000

 
Indefinite
Customer Lease Contracts1
 
11,000

 
1.0
Merchant Relationships
 
181,000

 
12.0
Total Acquired Intangible Assets2
 
$
325,000

 
 
1 During the fourth quarter of 2014, the Company recorded adjustments to the customer lease contract intangible asset previously recorded based on the finalization of appraisals by the Company’s independent consultants. The measurement period adjustment resulted in a reduction of customer lease contract intangible assets and an increase in goodwill of $8.0 million and did not have a material effect on amortization expense in the consolidated financial statements in any period presented.
2 Acquired definite-lived intangible assets have a total weighted average life of 10.6 years.
Business Acquisition, Pro Forma Information
The following table presents unaudited consolidated pro forma information as if the acquisition of Progressive had occurred on January 1, 2013:
 
Twelve Months Ended 
 December 31,
 
2014
 
2013
(In Thousands)
As Reported
 
Pro Forma
 
As Reported
 
Pro Forma
Revenues
$
2,725,239

 
$
2,894,413

 
$
2,234,631

 
$
2,638,582

Net Earnings
78,233

 
86,038

 
120,666

 
105,682