Acquisitions and Divestitures (Notes)

6 Months Ended

Jun. 30, 2021

Acquisitions and divestitures[Text Block]

Acquisitions and Divestitures

On December 20, 2020, we entered into the Merger Agreement (the "Merger") with Radalta, LLC, a Utah limited liability company and wholly owned subsidiary of the company, Acima ("Acima Holdings"), and Aaron Allred, solely in his capacity as the representative of the former owners of Acima Holdings, providing for the merger of Radalta, LLC with and into Acima Holdings, with Acima Holdings surviving the Merger as a wholly owned subsidiary of the Company for total estimated consideration of $1.65 billion, including cash consideration of approximately $1.3 billion and approximately 10.8 million shares with an estimated value of approximately $377 million. On February 17, 2021, we completed the acquisition of the membership interest of Acima Holdings, LLC. Acima Holdings is a leading platform offering customers virtual lease-to-own solutions at the point-of-sale via web and mobile technology.

In accordance with the Merger Agreement, we issued to the former owners of Acima Holdings an aggregate of 10,779,923 shares of our common stock (the “Aggregate Stock Consideration”) and paid to them aggregate cash consideration of $1.3 billion (the “Aggregate Cash Consideration”). In accordance with the terms of the Merger Agreement, the portion of the Aggregate Stock Consideration issued to former owners of Acima Holdings who are also employees of Acima Holdings is subject to restricted stock agreements providing vesting conditions over a 36-month period beginning upon closing of the Merger. The portion of the Aggregate Stock Consideration issued to nonemployee former owners of Acima Holdings is subject to the terms of an 18-month lockup agreement, pursuant to which one-third of the aggregate shares of our common stock received by a non-employee former owner in the Merger becomes transferable after each six-month period following the closing of the Merger. We entered into a Registration Rights Agreement, dated as of February 17, 2021, pursuant to which certain former owners of Acima are entitled to registration rights in respect of the portion of the Aggregate Stock Consideration received by them in the Merger.

The aggregate purchase price was approximately $1.4 billion, including net cash consideration of approximately $1.3 billion, and 2,683,328 shares of the Aggregate Stock Consideration subject to 18-month lockup agreements valued at $51.14 per share, as of the date of closing, and adjusted by a discount for lack of marketability to account for the transfer restrictions in three tranches, each in 6-month intervals after the closing date. The Aggregate Cash Consideration for the acquisition was financed with a combination of cash on hand, borrowings under our ABL Credit Facility and proceeds from issuances under our Term Loan Facility, as defined in Note 7, in addition to proceeds from the issuance of new unsecured senior notes. See Note 7 and Note 8 for additional information.

The remaining 8,096,595 common shares included in the Aggregate Stock Consideration subject to restricted stock agreements and 36-month vesting conditions were valued at $414.1 million, as of the date of closing. These shares have been excluded from the aggregate purchase price and instead will be recognized as stock-based compensation expense subject to ASC Topic 718, “Stock-based Compensation” over the required vesting period, and recorded to Other charges in our unaudited Condensed Consolidated Statements of Operations. However, for tax purposes the value of Aggregate Stock Consideration subject to restricted stock agreements is treated as goodwill. In addition, the total value of the common shares subject to restricted stock agreements noted above, resulted in a decrease in the deferred tax liability included in the net assets acquired of approximately $103.5 million based on the fair value of the shares, as of the date of closing, multiplied by the blended federal and state statutory rate of approximately 24%, as included in the below net assets acquired table.

Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values. The following table provides the preliminary estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date:


(in thousands)	February 17, 2021
Aggregate cash consideration	$	1,273,263
Aggregate stock consideration, subject to lockup agreements	120,929
Total Purchase price	$	1,394,192
ASSETS ACQUIRED
Receivables, net(1)	$	30,465
Prepaid expenses and other assets	699
Rental merchandise
On rent	325,073
Property assets	171,455
Operating lease right-of-use assets	9,136
Goodwill	273,793
Other intangible assets	520,000
Total assets acquired	$	1,330,621
LIABILITIES ASSUMED
Accounts payable - trade	16,023
Accrued liabilities	23,677
Operating lease liabilities	9,689
Deferred income taxes	(112,960)
Total liabilities assumed	(63,571)
Total equity value	$	1,394,192

(1) Includes gross contractual receivables of $65.2 million related to merchandise lease contracts, of which we have estimated $35.5 million are uncollectible.

Carrying value for assets and liabilities assumed as part of the acquisition, including receivables, prepaid expenses and other assets, rental merchandise, accounts payable and accrued liabilities were recorded as fair value, as of the date of acquisition, due to the short term nature of these balances. Operating lease right-of-use assets and liabilities were recorded as the discounted value of future obligations in accordance with ASC 842. The fair value measurements for acquired intangible assets and developed technology were primarily based on significant unobservable inputs (level 3) developed using company-specific information. Certain fair value estimates were determined based on an independent valuation of the net assets acquired, including $520 million of identifiable intangible assets with an estimated weighted average useful life of 8 years, as follows:


Asset Class	Estimated Fair Value (in thousands)		Estimated Remaining Useful Life (in years)
Merchant relationships	$	380,000	10
Relationship with existing lessees	60,000		1
Trade name	40,000		7
Non-compete agreements	40,000		3

Developed technology, included in Property assets, net, in line with our accounting policies, was also acquired with a value of $170.0 million and an estimated remaining useful life of 10 years. The fair value for these intangible and property assets were estimated using common industry valuation methods for similar asset types, based primarily on cost inputs and projected cash flows.

In addition, we recorded goodwill of $273.8 million in our Acima operating segment, which consists of the excess of the net purchase price over the fair value of the net assets acquired and assembled workforce of $10 million. Goodwill represents expected cost and revenue synergies and other benefits expected to result within our retail partner business from the acquisition of Acima Holdings. The total value of goodwill for tax purposes, including our recorded goodwill, plus the value of Aggregate Stock Consideration subject to restricted stock agreements described above, and acquisition-related expenses described below, is fully deductible and will be amortized over 15 years.

Acima Holdings results of operations are reflected in our unaudited condensed consolidated statements of operations from the date of acquisition.

In the second quarter of 2021, we recorded an adjustment to the fair value of rental merchandise reducing the value of the acquired assets by approximately $32.6 million with a corresponding increase to goodwill. The recorded adjustment was based on further assessment of the carrying value of the assets and corresponding evaluation of related (Level 2) market inputs. In connection with the adjustment to reduce the value of acquired rental merchandise we recorded a corresponding credit adjustment to rental merchandise depreciation of approximately $10.9 million, representing the period from the date of acquisition through June 30, 2021. The credit adjustment to rental merchandise depreciation is reflected in cost of rentals and fees in our condensed consolidated statement of operations.

Although we do not anticipate additional adjustments to the above values, we are still in the process of finalizing our assessments of the preliminary purchase price allocation and will record any additional necessary adjustments to acquired assets and liabilities within the allowable measurement period.

In connection with this acquisition, we incurred approximately $23.2 million in acquisition-related expenses including expenses related to legal, professional, and banking transaction fees, which are treated as an addition to goodwill for tax purposes. In addition, we recognized a decrease in deferred tax liability included in the net assets acquired of $7.6 million related to these expenditures. These costs were included in Other charges in our unaudited Condensed Consolidated Statements of Operations.

The following unaudited pro forma combined results of operations present our financial results as if the acquisition of Acima had been completed on January 1, 2020. These unaudited pro forma results may not necessarily reflect the actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. The unaudited pro forma information reflects the step-up depreciation and amortization adjustments for the fair value of the assets acquired, adjustments to stock compensation expense as a result of Aggregate Stock Consideration subject to restricted stock awards, the adjustments in interest expense due to the elimination of historical debt and placement of the new debt, and the related adjustments to the income tax provision. In addition, the pro forma net income has been adjusted to include transaction expenses and other non-recurring costs as of January 1, 2020. The unaudited pro forma financial information is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Pro Forma total revenues	$	1,193,975	$	982,266	$	2,425,361	$	1,969,013
Pro Forma net earnings(1)	65,448		16,122		121,861		(843)

(1)Total pro forma adjustments to net earnings represented an increase of $4.1 million for the three months ended June 30, 2021, a decrease of $106.2 million for the six months ended June 30, 2021, and $71.7 million and $177.9 million for the three and six months ended June 30, 2020, respectively.

The amounts of revenue and earnings of Acima Holdings included in our Condensed Consolidated Statements of Operations from the acquisition date of February 17, 2021 are as follows:


(in thousands)	February 17, 2021 - June 30, 2021		February 17, 2020 - June 30, 2020
	(unaudited)		(unaudited)
Total revenues	$	615,646	$	441,959
Net earnings(1)	68,986		70,380

(1)Net Earnings for the period February 17, 2021 - June 30, 2021 includes amortization of intangible assets acquired upon closing of the Acima Holdings acquisition