Acquisitions

Consistent with the Company’s strategy to continue its expansion of pawn stores in selected markets, in September 2012, the Company acquired the stock of LTS, Incorporated, the operating entity owning the pawn loans, inventory, layaways and other operating assets and liabilities of 16 large format Fast Cash Pawn stores located in Colorado. The purchase price for the transaction was $45,924,000, net of cash acquired, and was composed of $37,424,000 in cash and notes payable to the selling shareholders of $8,500,000. The notes payable bear interest at 4.0% per annum and the remaining balance is being paid in monthly payments of principal and interest scheduled through September 2017. The acquisition has been accounted for using the purchase method of accounting. Accordingly, the purchase price was allocated to assets and liabilities acquired based upon their estimated fair market values at the date of acquisition. The excess purchase price over the estimated fair market value of the net assets acquired has been recorded as goodwill of approximately $34,431,000, which is deductible for income tax purposes. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company with LTS, Incorporated. The estimated fair values of the goodwill and intangible assets acquired are preliminary, as the Company is gathering information to finalize the valuation of these assets by year end. The assets, liabilities and results of operations of the locations were included in the Company’s consolidated results as of the acquisition date, September 14, 2012.

Consistent with the Company’s strategy to continue its expansion of pawn stores in selected markets, in June 2012, the Company acquired from Mister Money Investments, Inc., L&W Properties, LLC, Mister Money - - RM, Inc., Mister Money - - KY, Inc., LWC, LLC and MMRD, LLC (collectively “Mister Money”), the assets of 21 stores located in Colorado, Kentucky, Wyoming and Nebraska, and certain operating entities owning the pawn loans, inventory, layaways and other operating assets and liabilities of three other pawn stores located in Colorado and Kentucky. The combined purchase price for all 24 stores was $25,615,000, net of cash acquired, and was composed of $25,315,000 in cash paid at closing and an additional $300,000 payable to the sellers in December 2012. The acquisition has been accounted for using the purchase method of accounting. Accordingly, the purchase price was allocated to assets and liabilities acquired based upon their estimated fair market values at the date of acquisition. The excess purchase price over the estimated fair market value of the net assets acquired has been recorded as goodwill of approximately $15,694,000, which is deductible for income tax purposes. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company with Mister Money. The estimated fair values of the goodwill and intangible assets acquired are preliminary, as the Company is gathering information to finalize the valuation of these assets by year end. The assets, liabilities and results of operations of the locations were included in the Company’s consolidated results as of the acquisition date, June 15, 2012.

Consistent with the Company’s strategy to continue its expansion of pawn stores in selected markets, in January 2012, the Company acquired from BBR Unlimited, LLC, the operating entity owning the pawn loans, inventory, layaways and other operating assets and liabilities of 29 pawn stores located in western Mexico. The purchase price for these stores was $46,863,000, net of cash acquired, and was composed of $41,963,000 in cash and a note payable to the seller of $4,900,000. The notes payable bear interest at 3.0% per annum and the remaining balance is being paid in monthly payments of principal and interest scheduled through January 2015. The acquisition has been accounted for using the purchase method of accounting. Accordingly, the purchase price was allocated to assets and liabilities acquired based upon their estimated fair market values at the date of acquisition. The excess purchase price over the estimated fair market value of the net assets acquired has been recorded as goodwill of $39,386,000, which is deductible for income tax purposes. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company with BBR Unlimited, LLC. The assets, liabilities and results of operations of the locations were included in the Company’s consolidated results as of the acquisition date, January 10, 2012.

During the second quarter of 2012, one pawn store in Maryland was acquired for a total purchase price of $592,000, net of cash acquired, and was composed of $533,000 in cash and a payable to the seller of $59,000. This acquisition resulted in additional recorded goodwill of $389,000. In addition, certain pawn working capital assets incorporated into an existing Texas store were acquired for a total purchase price of $311,000, net of cash acquired, and resulted in additional recorded goodwill of $182,000. During the first quarter of 2012, three pawn stores in Texas were acquired in two acquisitions for an aggregate purchase price of $2,481,000, net of cash acquired, and resulted in additional recorded goodwill of $1,056,000.

The allocation of the purchase prices for the 2012 acquisitions are as follows (in thousands):



	Fast Cash			Mister Money			BBR Unlimited (Mexico)			Other			Total
Pawn loans	$	6,495		$	3,357		$	2,246		$	454		$	12,552
Consumer loans	—			1,202			—			—			1,202
Inventory	2,693			3,545			1,296			160			7,694
Other current assets	921			553			200			58			1,732
Property and equipment	131			497			4,124			945			5,697
Goodwill	34,431			15,694			39,386			1,627			91,138
Intangible assets	1,360			939			988			145			3,432
Other non-current assets	58			54			38			—			150
Current liabilities	(165		)	(226		)	(1,415		)	(5		)	(1,811		)
Purchase price	$	45,924		$	25,615		$	46,863		$	3,384		$	121,786

During the nine months ended September 30, 2012, revenue and after-tax earnings of the 2012 acquisitions since the acquisition dates were $22,421,000 and $2,168,000, respectively. The combined transaction and non-recurring integration costs of the 2012 acquisitions recorded during the nine months ended September 30, 2012, were approximately $1,300,000. The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if all the 2012 acquisitions had occurred on January 1, 2011. The unaudited pro forma financial information has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the acquisitions occurred on the date indicated or what may result in the future (in thousands, except per share data):



	Nine Months Ended				Nine Months Ended
	September 30, 2012				September 30, 2011
	As Reported		Pro Forma		As Reported		Pro Forma
Total revenue from continuing operations	$	416,706	$	452,633	$	373,363	$	430,852
Income from continuing operations	53,421		57,539		49,307		56,589
Net income	52,750		56,868		56,327		63,609
Income from continuing operations per share:
Basic	$	1.85	$	1.99	$	1.59	$	1.83
Diluted	1.80		1.94		1.55		1.78
Net income per share:
Basic	$	1.82	$	1.96	$	1.82	$	2.06
Diluted	1.77		1.91		1.78		2.01