BUSINESS COMBINATIONS

Community Education Centers Acquisition

On April 5, 2017, the Company completed its acquisition of Community Education Centers ("CEC"), pursuant to a definitive merger agreement entered into on February 12, 2017 between the Company, GEO/DE/MC/01 LLC, and CEC Parent Holdings LLC. Under the terms of the merger agreement, the Company acquired 100% of the voting interests in CEC for an aggregate consideration of $353.6 million. The Company does not believe that any of the goodwill recorded as a result of the CEC acquisition will be deductible for federal income tax purposes.

The allocation of the purchase price was complete as of March 31, 2018. During the three months ended March 31, 2018, the Company made measurement period adjustments to provisional amounts with respect to the CEC acquisition that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. These adjustments related to the Company's valuation of accounts payable and accrued expenses. Of the total measurement period adjustments, accounts payable and accrued expenses decreased by $1.0 million related to an accrual for a legal settlement that was funded out of cash held in escrow and by $1.4 million related to a contingency for unclaimed property. The remaining measurement period adjustments were not individually significant. The final purchase price allocation and adjustments made to the estimated acquisition date fair values during the three months ended March 31, 2018 are as follows (in thousands):



	Acquisition Date Estimated Fair Value as of December 31, 2017		Measurement Period Adjustments			Final Acquisition Date Fair Value as of March 31, 2018
Accounts Receivable	$	32,869	$	—		$	32,869
Prepaid and other current assets	4,397		—			4,397
Property and equipment	126,510		—			126,510
Intangible assets	76,000		—			76,000
Favorable lease assets	3,110		—			3,110
Deferred income tax assets	4,116		44			4,160
Other non-current assets	4,327		—			4,327
Total assets acquired	$	251,329	$	44		$	251,373
Accounts payable and accrued expenses	51,651		(1,339		)	50,312
Unfavorable lease liabilities	1,299		—			1,299
Other non-current liabilities	10,479		(1,166		)	9,313
Total liabilities assumed	$	63,429	$	(2,505	)	$	60,924
Total identifiable net assets	187,900		2,549			190,449
Goodwill	165,656		(2,549		)	163,107
Total consideration paid, net of cash acquired	$	353,556	$	—		$	353,556

The Company recognized a reduction of operating expenses of $2.3 million related to CEC during the nine months ended

September 30, 2018 as a result of a recovery of funds held in escrow after the measurement period had ended.