ACQUISITIONS

SEI/Aaron's, Inc. Acquisition

On July 27, 2017 (the "Acquisition Date"), the Company acquired substantially all of the assets of the store operations of SEI/Aaron’s, Inc. ("SEI"), the Company's largest franchisee, for approximately $140.0 million in cash, subject to working capital and other adjustments. Those store operations serve more than 90,000 customers through 104 Aaron's-branded stores in 11 states primarily in the Northeast. The acquisition is expected to benefit the Company's omnichannel platform through added scale, strengthen its presence in certain geographic markets, and enhance Aaron's ability to drive inventory supply-chain synergies between the Aaron's Business and Progressive Leasing in markets that SEI served.

Preliminary Acquisition Accounting

The SEI acquisition has been accounted for as a business combination, and the results of operations of the acquired business is included in the Company’s results of operations from the date of acquisition. The following table presents the summary of the preliminary estimated fair value of the assets acquired and liabilities assumed in the SEI acquisition as of the July 27, 2017 acquisition date:



(In Thousands)	Amounts Recognized as of Acquisition Date
Purchase Price	$	140,000
Settlement of Pre-existing Accounts Receivable	3,452
Reimbursement for Insurance Costs	(100		)
Consideration Transferred	143,352
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed:
Cash and Cash Equivalents	34
Receivables	1,448
Lease Merchandise	40,941
Property, Plant and Equipment	8,279
Other Intangibles¹	16,472
Prepaid Expenses and Other Assets	440
Total Identifiable Assets Acquired	67,614
Accounts Payable and Accrued Expenses	(5,470		)
Customer Deposits and Advance Payments	(2,500		)
Capital Leases	(4,630		)
Total Liabilities Assumed	(12,600		)
Goodwill²	88,338
Net Assets Acquired	$	55,014

¹ Identifiable intangible assets are further disaggregated in the following table.

² The total goodwill recognized in conjunction with the SEI acquisition, all of which is expected to be deductible for tax purposes, has been assigned to the Aaron’s Business operating segment. The purchase price exceeded the fair value of the net assets acquired, which resulted in the recognition of goodwill, primarily due to synergies created from the expected future benefits to the Company’s omnichannel platform, implementation of the Company's operational capabilities, expected inventory supply chain synergies between the Aaron’s Business and Progressive Leasing, and control of the Company's brand name in new geographic markets. Goodwill also includes certain other intangible assets that do not qualify for separate recognition, such as an assembled workforce.

The preliminary acquisition accounting presented above is subject to refinement. The Company is still finalizing certain working capital adjustments with the sellers, finalizing the fair value of acquired vehicles under capital leases, and finalizing the valuation of assumed favorable and unfavorable property operating leases based on comparable market terms of similar leases at the acquisition date. The Company expects these items to be finalized prior to the one year anniversary date of the acquisition.

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



	Fair Value (in thousands)		Weighted Average Life (in years)
Non-compete Agreements	$	1,155	5.0
Customer Contracts	2,527		1.0
Customer Relationships	3,960		2.0
Reacquired Franchise Rights	3,231		4.1
Favorable Operating Leases	5,599		4.6
Total Acquired Intangible Assets¹	$	16,472

¹Acquired definite-lived intangible assets have a total weighted average life of 3.3 years.

During the nine months ended September 30, 2017, the Company incurred $2.0 million of acquisition-related costs in connection with the SEI acquisition. These costs were included in operating expenses in the condensed consolidated statements of earnings.

Other Acquisitions

During the nine months ended September 30, 2017 and 2016, net cash outflows related to other acquisitions of businesses and contracts, excluding SEI, were $2.4 million and $9.7 million, respectively. The effect of these acquisitions on the condensed consolidated financial statements for the nine months ended September 30, 2017 and 2016 was not significant.