Acquisitions

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

ACQUISITION

On June 25, 2021, the Company acquired 100% of the capital stock of Four for a purchase price of $22.7 million in cash, inclusive of cash acquired. The purchase price of $23.5 million on the acquisition date was reduced by $0.8 million as of December 31, 2021 due to working capital adjustments as detailed in the table below.

Four is an innovative Buy Now, Pay Later company that allows shoppers to pay for merchandise through four interest-free installments. Four’s proprietary platform capabilities and its base of customers and retailers expand PROG Holdings’ ecosystem of financial technology offerings by introducing a payment solution that further diversifies the Company's consumer financial technology offerings. Shoppers use Four to purchase furniture, clothing, electronics, health and beauty, footwear, jewelry, and other consumer goods from retailers across the United States.

The amounts of revenue and loss before income taxes of Four included in the Company's consolidated statements of earnings from the acquisition date of June 25, 2021 through December 31, 2021 were not material to the Company's consolidated financial results. Additionally, the pro forma impacts on the Company's revenues and earnings as if the acquisition occurred on January 1, 2020 were not material.

The purchase price of Four was preliminarily allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The following table provides the preliminary and final adjusted fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date. The acquisition accounting adjustments are final as of December 31, 2021 and did not have a significant impact on the consolidated financial statements.


(In Thousands)	Amounts Recognized as of Acquisition Date (June 25, 2021)1		Acquisition Accounting Adjustments2		Amounts Recognized as of Acquisition Date (As Adjusted)
Aggregate Purchase Price	$	23,465	$	(771)	$	22,694
Fair Value of Identifiable Assets Acquired and Liabilities Assumed
Cash and Cash Equivalents	530		(196)		334
Loans Receivable3	1,030		(421)		609
Property, Plant and Equipment	210		(12)		198
Other Intangibles	5,173		—		5,173
Prepaid Expenses and Other Assets	48		(9)		39
Total Identifiable Assets Acquired	6,991		(638)		6,353
Accounts Payable and Accrued Expenses	(77)		(155)		(232)
Deferred Income Tax Liability	(1,275)		437		(838)
Total Liabilities Assumed	(1,352)		282		(1,070)
Goodwill	17,826		(415)		17,411
Net Assets Acquired	$	23,465	$	(771)	$	22,694

1 As previously reported in the notes to the condensed consolidated financial statements as of June 30, 2021.

2 The acquisition accounting adjustments are based on information obtained during the year ended December 31, 2021 about conditions that existed as of the acquisition date regarding changes in working capital accounts. The acquisition accounting adjustments are final as of December 31, 2021.

3 The gross contractual unpaid principal of acquired loans receivable was $1.1 million and we expect to collect $0.6 million.

The intangible assets attributable to the acquisition are comprised of the following:


	Fair Value (In Thousands)		Weighted Average Life (In Years)
Acquired Technology	$	4,000	5.0
Trade Name	587		5.0
Merchant Relationships	586		2.0
Total Acquired Intangibles Assets1	$	5,173

1Acquired definite-lived intangible assets have a total weighted average life of 4.7 years.

The fair value measurements for acquired intangible assets were based on significant unobservable inputs (level 3) developed using company-specific information. Goodwill consists of the excess of the estimated purchase price over the fair value of the net assets acquired and represents the Company's ability to provide a Buy Now, Pay Later product to PROG Holdings' existing base of retailers, merchants and customers. The value of goodwill is not tax deductible.

The Company incurred $0.6 million of acquisition-related costs in connection with the acquisition during the year ended December 31, 2021. These costs were included in operating expenses in the consolidated statements of earnings.