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Merger and Other Acquisitions (Tables) | 9 Months Ended
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Sep. 30, 2016
Business Combinations [Abstract] |
Schedule of Business Acquisitions | The following table summarizes the consideration transferred in connection with the merger:
| Cash America Merger
Cash America shares outstanding at September 1, 2016 (in thousands) | 24,025 |
Exchange ratio | 0.84 |
Shares of First Cash common stock issued (in thousands) | 20,181 |
Company common stock per share price at September 1, 2016 | $ | 50.32 |
Fair value of Company common stock issued to Cash America shareholders | $ | 1,015,507 |
Cash in lieu of fractional shares paid by the Company | 10 |
Cash America outstanding stock awards settled in cash | 50,760 |
Aggregate merger consideration | $ | 1,066,277 |
Schedule of Preliminary Allocations of Purchase Price | The preliminary allocation of the aggregate merger consideration is as follows:
| Cash America Merger
Cash and cash equivalents | $ | 42,520 |
Pawn loans | 234,761 |
Pawn loan fees and service charges receivable | 26,893 |
Consumer loans, net | 27,549 |
Inventory | 224,948 |
Income taxes receivable | 23,095 |
Other current assets | 27,018 |
Investment in common stock of Enova International, Inc. | 60,785 |
Property and equipment | 119,414 |
Goodwill (1) | 555,096 |
Intangible assets (2) | 102,000 |
Other non-current assets | 62,993 |
Current liabilities (3) | (96,080 | )
Customer deposits | (21,536 | )
Revolving unsecured credit facility (4) | (232,000 | )
Deferred tax liabilities | (13,517 | )
Other liabilities | (77,662 | )
Aggregate merger consideration | $ | 1,066,277 |
(1) | The goodwill is attributable to the excess of the aggregate merger consideration over the fair value of the net tangible and intangible assets acquired and liabilities assumed and is considered to represent the synergies and economies of scale expected from combining the operations of the Company and Cash America. This goodwill has been assigned to the U.S. pawn operations reporting unit. Approximately $223,000 of the goodwill arising from the Merger is expected to be deductible for U.S. income tax purposes.
(2) | Intangible assets acquired and the respective useful lives assigned consist of the following:
|  | Amount |  | Useful life (in years)
Trade names |  | $ | 46,300 |  |  | Indefinite
Pawn licenses |  | 32,300 |  |  | Indefinite
Customer relationships |  | 14,700 |  |  | Five
Non-compete agreements |  | 8,700 |  |  | Two
|  | $ | 102,000 |  |  |
The customer relationships are being amortized using an accelerated amortization method that reflects the future cash flows expected from the returning pawn customers of Cash America. The non-compete agreements are being amortized over a straight-line basis over the life of the non-compete agreements. As the trade names and pawn licenses have indefinite lives, they are not amortized.
(3) | Includes acquired contingent liabilities of approximately $21,500.
(4) | Represents outstanding borrowings under Cash America’s revolving unsecured credit facility that became due upon completion of the Merger. The Cash America revolving unsecured credit facility was repaid by the Company using proceeds from the 2016 Credit Facility (as described in Note 6) and was terminated upon completion of the Merger.
The preliminary allocations of the purchase prices for the Company’s other acquisitions during the nine months ended September 30, 2016 (the “2016 Acquisitions”) are as follows:
| Latin America Acquisition |  | U.S. Acquisition |  | Total
Pawn loans | $ | 10,586 |  |  | $ | 138 |  |  | $ | 10,724 |
Pawn loan fees and service charges receivable | 885 |  |  | 6 |  |  | 891 |
Inventory | 3,031 |  |  | 98 |  |  | 3,129 |
Other current assets | 2,039 |  |  | — |  |  | 2,039 |
Property and equipment | 6,950 |  |  | 10 |  |  | 6,960 |
Goodwill (1) | 19,666 |  |  | 580 |  |  | 20,246 |
Intangible assets (2) | 405 |  |  | 16 |  |  | 421 |
Other non-current assets | 512 |  |  | — |  |  | 512 |
Deferred tax assets | 2,392 |  |  | — |  |  | 2,392 |
Current liabilities | (9,942 | ) |  | (24 | ) |  | (9,966 | )
Notes payable | (6,630 | ) |  | — |  |  | (6,630 | )
Purchase price | $ | 29,894 |  |  | $ | 824 |  |  | $ | 30,718 |
(1) | Substantially all of the goodwill for the U.S. Acquisition 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 Mexico and El Salvador income tax purposes.
(2) | Intangible assets primarily consist of customer relationships, which are generally amortized over five years.
Intangible Assets Acquired | Intangible assets acquired and the respective useful lives assigned consist of the following:
|  | Amount |  | Useful life (in years)
Trade names |  | $ | 46,300 |  |  | Indefinite
Pawn licenses |  | 32,300 |  |  | Indefinite
Customer relationships |  | 14,700 |  |  | Five
Non-compete agreements |  | 8,700 |  |  | Two
|  | $ | 102,000 |  |  |
Unaudited Pro Forma Financial Information | The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the Merger and the 2016 Acquisitions had occurred on January 1, 2015:
|  | Nine Months Ended |  | Nine Months Ended
|  | September 30, 2016 |  | September 30, 2015
|  | As Reported |  | Pro Forma |  | As Reported |  | Pro Forma
Total revenue |  | $ | 626,335 |  |  | $ | 1,308,967 |  |  | $ | 513,178 |  |  | $ | 1,304,906 |
Net income |  | 23,435 |  |  | 80,556 |  |  | 41,300 |  |  | 34,291 |
Net income per share: |  |  |  |  |  |  |  |
Basic |  | $ | 0.77 |  |  | $ | 1.66 |  |  | $ | 1.46 |  |  | $ | 0.71 |
Diluted |  | 0.77 |  |  | 1.66 |  |  | 1.45 |  |  | 0.71 |

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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=73530397&loc=d3e4845-128472 + Details
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