ACQUISITIONS

2014 Acquisitions

The Company completed acquisitions during fiscal 2014 as described below consistent with its strategy to continue its expansion of pawn stores in selected markets. The purchase price of each acquisition 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. The goodwill arising from these acquisitions consist largely of the synergies and economies of scale expected from combining the operations of the Company and the pawn stores acquired.

In October 2014, the Company acquired from Windmill Acquisition Group, LLC, PHC Holding Group, LLC and PGC Holdings, LLC (collectively, the principal owners) the pawn loans, inventory, layaways and certain other operating assets and liabilities of 15 large format pawn stores located in Kentucky, Tennessee, Missouri and South Carolina (the “Southeastern Acquisition”). The purchase price for the all-cash transaction was $25,344,000, net of cash acquired and subject to certain working capital adjustments, and was composed of $23,744,000 in cash paid at closing and an additional $1,600,000 payable to the sellers. During the fourth quarter of 2014, the Company paid $300,000 of the remaining amount due to the sellers. The estimated fair values of the assets acquired are preliminary, as the Company is gathering information to finalize the valuation of these assets and liabilities. The assets, liabilities and results of operations of the locations are included in the Company’s consolidated results as of the acquisition date, October 28, 2014.

In August 2014, the Company acquired from Cash America of Mexico, Inc. the operating entities owning the pawn loans, inventory, layaways and other operating assets and liabilities of 47 large format pawn stores located in 13 states in Mexico (the “Mexico Acquisition”). The purchase price for the all-cash transaction was approximately $18,481,000, net of cash acquired and subject to certain working capital adjustments. The estimated fair values of the assets and liabilities acquired are preliminary, as the Company is gathering information to finalize the valuation of these assets and liabilities. The assets, liabilities and results of operations of the locations are included in the Company’s consolidated results as of the acquisition date, August 25, 2014.

Additionally, during fiscal 2014, ten pawn stores located in two U.S. states were acquired in three separate asset purchase transactions (the “Other U.S. Acquisitions”) for an aggregate purchase price of $14,534,000, net of cash acquired, and was composed of $14,384,000 in cash and payables to the sellers of $150,000. During the fourth quarter of 2014, the Company paid $25,000 of the remaining amount due to the sellers. During fiscal 2014, the Company also paid $2,008,000 of amounts payable related to prior-year acquisitions.

The preliminary allocations of the purchase prices for the Company’s acquisitions during 2014 (the “2014 acquisitions”) are as follows (in thousands):



	Southeastern Acquisition			Mexico Acquisition			Other U.S. Acquisitions			Total
Pawn loans	$	2,753		$	5,355		$	2,523		$	10,631
Pawn loan fees and service charges receivable	298			518			243			1,059
Consumer loans, net	—			—			306			306
Inventory	6,825			5,052			2,090			13,967
Other current assets	19			74			11			104
Deferred tax assets, current	—			1,372			—			1,372
Property and equipment	1,307			2,299			328			3,934
Goodwill (1)	14,890			6,135			8,844			29,869
Intangible assets (2)	750			1,100			650			2,500
Other non-current assets	57			25			15			97
Deferred tax assets, non-current	—			426			—			426
Current liabilities	(1,555		)	(3,875		)	(476		)	(5,906		)
Purchase price	$	25,344		$	18,481		$	14,534		$	58,359


(1)	Substantially all of the goodwill is expected to be deductible for foreign and U.S. income tax purposes.


(2)	Intangible assets primarily consist of customer relationships, which are included in other non-current assets in the accompanying consolidated balance sheets. Customer relationships are generally amortized over 5 years.

During fiscal 2014, revenue from the 2014 acquisitions since the respective acquisition dates was $19,860,000. The combined transaction and integration costs of the 2014 acquisitions recorded during fiscal 2014 were approximately $998,000. During fiscal 2014, the net earnings from the 2014 acquisitions since the acquisition dates (including acquisition and integration costs) were $952,000.

The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if all the 2014 acquisitions had occurred on January 1, 2013. 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 acquisition occurred on the date indicated or what may result in the future (in thousands, except per share data):



	Year Ended				Year Ended
	December 31, 2014				December 31, 2013
	As Reported		Pro Forma		As Reported		Pro Forma
Total revenue from continuing operations	$	712,877	$	758,289	$	660,848	$	718,398
Income from continuing operations	85,438		87,682		84,479		87,861
Net income	85,166		87,410		83,846		87,228
Income from continuing operations per share:
Basic	$	2.98	$	3.06	$	2.91	$	3.02
Diluted	2.94		3.02		2.86		2.97
Net income per share:
Basic	$	2.97	$	3.05	$	2.89	$	3.00
Diluted	2.93		3.01		2.84		2.95

2013 Acquisitions

The Company completed acquisitions during fiscal 2013 as described below consistent with its strategy to continue its expansion of pawn stores in selected markets. The purchase price of each acquisition 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. The goodwill arising from these acquisitions consist largely of the synergies and economies of scale expected from combining the operations of the Company and the pawn stores acquired.

In December 2013, the Company acquired from JoLin Enterprises, Inc. (“JoLin”) the pawn loans, inventory, layaways and other operating assets and liabilities of 12 large format pawn stores located in South Carolina. The purchase price for the transaction was $30,072,000, net of cash acquired, and was composed of $29,072,000 in cash paid at closing and an additional $1,000,000 payable to the sellers in two equal payments due in March and June 2014. The excess purchase price over the estimated fair market value of the net assets acquired has been recorded as goodwill of approximately $20,483,000, which is deductible for U.S. income tax purposes. For tax purposes, the goodwill and intangible assets are being amortized over the statutory period of 15 years. The assets, liabilities and results of operations of the locations are included in the Company’s consolidated results as of the acquisition date, December 14, 2013.

In September 2013, the Company acquired from Baja Unlimited, LLC and its subsidiaries (“Baja”), the operating entity owning the pawn loans, inventory, layaways and other operating assets and liabilities of eight large format pawn stores located in the Cabo/La Paz markets in Baja California Sur, Mexico. The purchase price for the all-cash transaction was $12,350,000, net of cash acquired. The excess purchase price over the estimated fair market value of the net assets acquired has been recorded as goodwill of approximately $9,955,000, which is not deductible for foreign income tax purposes. The assets, liabilities and results of operations of the locations are included in the Company’s consolidated results as of the acquisition date, September 30, 2013.

In June 2013, the Company acquired from O’Pak Credit LP, Pro Pawn LP and Milar Credit LP (collectively “Valu + Pawn”) the pawn loans, inventory, layaways and other operating assets and liabilities of 19 large format pawn stores located in Texas. The purchase price for the transaction was $69,967,000, net of cash acquired, and was composed of $68,967,000 in cash paid at closing and an additional $1,000,000 payable to the sellers in June 2014. The excess purchase price over the estimated fair market value of the net assets acquired has been recorded as goodwill of approximately $52,334,000, which is deductible for U.S. income tax purposes. For tax purposes, the goodwill and intangible assets are being amortized over the statutory period of 15 years. The assets, liabilities and results of operations of the locations are included in the Company’s consolidated results as of the acquisition date, June 25, 2013.

Additionally, during fiscal 2013, three pawn stores located in three U.S. states were acquired in separate acquisitions for an aggregate purchase price of $2,903,000, net of cash acquired, and was composed of $2,895,000 in cash and payables to the sellers of $8,000. These acquisitions resulted in additional goodwill of approximately $1,769,000.