ACQUISITIONS

2015 Acquisitions

The Company completed acquisitions during fiscal 2015 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.

On December 31, 2015, the Company acquired the stock of Maxi Prenda Guatemala, S.A., the operating entity owning the pawn loans, inventory, layaways and other operating assets and liabilities of 32 full-service pawn stores located in Guatemala (the “Latin America Acquisition”). The purchase price for the all-cash transaction was $10,445,000, net of cash acquired and subject to certain post-closing adjustments. The estimated fair values of the assets acquired and liabilities assumed are preliminary, as the Company is gathering information to finalize the valuation of these assets and liabilities. As this acquisition was completed on December 31, 2015, there was no impact on the Company’s consolidated statements of income. This was the first step in a multi-stage acquisition which was completed in February 2016 and is further described in Note 19.

During fiscal 2015, 33 pawn stores located in six U.S. states were acquired by the Company in seven separate asset purchase transactions (“U.S. Acquisitions”) for an aggregate purchase price of $35,592,000, net of cash acquired, and was composed of $35,017,000 in cash paid during fiscal 2015 and payables to the sellers of $575,000. During fiscal 2015, the Company also paid $1,425,000 of purchase price amounts payable related to prior-year acquisitions.

The preliminary allocations of the purchase prices for the Company’s acquisitions during 2015 (the “2015 acquisitions”) are as follows (in thousands):



	U.S. Acquisitions			Latin America Acquisition			Total
Pawn loans	$	4,159		$	2,686		$	6,845
Pawn loan fees and service charges receivable	270			268			538
Inventory	2,991			929			3,920
Other current assets	17			2,634			2,651
Property and equipment	345			1,271			1,616
Goodwill (1)	27,654			3,039			30,693
Intangible assets (2)	553			105			658
Other non-current assets	7			78			85
Deferred tax assets	—			272			272
Current liabilities	(404		)	(837		)	(1,241		)
Purchase price	$	35,592		$	10,445		$	46,037


(1)	Substantially all of the goodwill for the U.S. Acquisitions is expected to be deductible for U.S. income tax purposes. However, the goodwill for the Latin America Acquisition is not expected to be deductible for Guatemalan 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 five years.

During fiscal 2015, revenue from the 2015 acquisitions since the respective acquisition dates was $11,194,000. During fiscal 2015, the net loss from the 2015 acquisitions since the acquisition dates (including acquisition and integration costs) was $964,000. Combined transaction and integration costs related to the 2015 acquisitions were approximately $2,875,000, which are primarily included in administrative expenses in the accompanying consolidated statements of income.

The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if all the above acquisitions had occurred on January 1, 2014. 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, 2015				December 31, 2014
	As Reported		Pro Forma		As Reported		Pro Forma
Total revenue	$	704,602	$	732,097	$	712,877	$	751,873
Net income	60,710		62,692		85,166		88,647

Net income per share:
Basic	$	2.16	$	2.23	$	2.97	$	3.09
Diluted	2.14		2.21		2.93		3.05

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 pawn stores located in Kentucky, Tennessee, Missouri and South Carolina. 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, all of which had been repaid as of December 31, 2015.

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 pawn stores located in 13 states in Mexico. The purchase price for the all-cash transaction was approximately $18,481,000, net of cash acquired and subject to certain working capital adjustments.

Additionally, during fiscal 2014, ten pawn stores located in two U.S. states were acquired by the Company in three separate asset purchase transactions 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, all of which had been repaid as of December 31, 2015. During fiscal 2014, the Company also paid $2,008,000 of amounts payable related to prior-year acquisitions.