XML 28 R9.htm IDEA: XBRL DOCUMENT v2.4.0.6
Acquisitions
 3 Months Ended
Mar. 31, 2012
Acquisitions [Abstract]  
Acquisitions

Note B: Acquisitions

On January 30, 2012, we acquired a 60% interest in Crediamigo, a specialty consumer finance company, headquartered in Mexico City, with 45 locations throughout the country for total consideration of $60.1 million, net of cash acquired. This amount includes contingent consideration related to two earn out payments. Annually, over the next two years, if certain financial performance targets are achieved, we will make a payment of $12.0 million dollars, each year, for a total amount of $24.0 million dollars. The purchase price above includes a fair value amount of $23.0 million, attributable to the contingent consideration payments. This amount was calculated using a probability-weighted discounted cash flow approach, in which all outcomes were successful. The significant inputs used for the valuation are not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy.

Pursuant to the Master Transaction Agreement, we agreed to provide to the sellers a put option with respect to their remaining shares of Crediamigo. Each seller has the right to sell their Crediamigo shares to EZCORP, Inc., during the exercise period of two to five years from the acquisition closing date, with no more than 50% of the seller’s shares being sold within a consecutive 12 month period. Under the guidance in ASC 480-10-S99, securities that are redeemable for cash or other assets are to be classified outside of permanent equity; therefore, we have included the redeemable noncontrolling interest related to Crediamigo in temporary equity.

The fair value of the redeemable noncontrolling interest in Crediamigo was estimated by applying an income approach and a market approach. This fair value measurement is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement. Key assumptions include discount rates ranging from 10% to 18%, representing discounts for lack of control and lack of marketability that market participants would consider when estimating the fair value of the noncontrolling interest. The fair market value of Crediamigo was determined using a multiple of future earnings that is consistent with other market participants.

The six-month period ended March 31, 2012, includes $7.4 million in revenues and $0.2 million in income related to the Crediamigo acquisition. The purchase price allocation is preliminary as we continue to receive information regarding the acquired assets. We have recorded provisional amounts for certain assets and liabilities for which we have not yet received all information necessary to finalize our assessment.

The six-month period ended March 31, 2012, includes the acquisition of 39 locations in the U.S. and one in Canada for total consideration of $63.4 million, net of cash acquired. As these acquisitions were individually immaterial, we present their related information on a combined basis.

All acquisitions were made as part of our continuing strategy to enhance and diversify our earnings through acquisitions. The factors contributing to the recognition of goodwill were based on several strategic and synergistic benefits we expect to realize from the acquisitions. These benefits include our initial entry into several markets and a greater presence in others, as well as the ability to further leverage our expense structure through increased scale. The purchase price allocation of assets acquired in the most recent twelve months is preliminary as we continue to receive information regarding the acquired assets. Transaction related expenses for the six-month periods ended March 31, 2012 and 2011 of approximately $1.7 million and $0.4 million, respectively, were expensed as incurred and recorded as administrative expenses. These amounts exclude costs related to transactions that did not close and future acquisitions. The results of all acquisitions have been consolidated with our results since their respective closing. Pro forma results of operations have not been presented because it is impracticable to do so, as historical audited financial statements in U.S. GAAP are not readily available.

 

The following table provides information related to the acquisitions of domestic and foreign retail and financial services locations during the six months ended March 31, 2012 and 2011:

 

 

      XXXXXXXXXX       XXXXXXXXXX       XXXXXXXXXX  
    Six Months Ended March 31,  
    2012     2011  
    Crediamigo     Other Acquisitions        

Number of asset purchase acquisitions

     —         6       4  

Number of stock purchase acquisitions

     1       2       2  
       

U.S. stores acquired

     —         39       9  

Foreign stores acquired

     45       1       —    
   

 

 

    

 

 

    

 

 

  

Total stores acquired

     45       40       9  
   

 

 

    

 

 

    

 

 

  

 

      XXXXXXXX       XXXXXXXX       XXXXXXXX  
    Six Months Ended March 31,  
    (In thousands)  
    2012     2011  
    Crediamigo     Other Acquisitions        

Consideration:

                        

Cash

   $ 45,001     $ 53,466     $ 31,524  

Equity instruments

     —         11,615       —    

Deferred consideration

     5,785       —         —    

Contingent consideration

     23,000       —         —    
   

 

 

    

 

 

    

 

 

  

Fair value of total consideration transferred

     73,786       65,081       31,524  

Cash acquired

     (13,657 )      (1,650 )      (63 ) 
   

 

 

    

 

 

    

 

 

  

Total purchase price

   $ 60,129     $ 63,431     $ 31,461  
   

 

 

    

 

 

    

 

 

  

 

                         
    Six Months Ended March 31,  
    (In thousands)  
    2012     2011  
    Crediamigo     Other Acquisitions        

Current assets:

                        

Pawn loans, net

   $ —       $ 5,036     $ 3,066  

Consumer loans, net

     8,658       1,660       —    

Service charges and fees receivable, net

     18,844       1,003       523  

Inventory, net

     —         4,429       1,748  

Deferred tax asset

     —         126       123  

Prepaid expenses and other assets

     3,513       26       10  
   

 

 

    

 

 

    

 

 

  

Total current assets

     31,015       12,280       5,470  
       

Property and equipment, net

     2,328       1,972       378  

Goodwill

     95,827       50,071       25,708  

Non-current consumer loans, net

     52,228       —         —    

Intangible assets

     16,500       880       145  

Other assets

     16,834       159       7  
   

 

 

    

 

 

    

 

 

  

Total assets

   $ 214,732     $ 65,362     $ 31,708  
       

Current liabilities:

                        

Accounts payable and other accrued expenses

   $ 6,830     $ 1,004     $ 49  

Customer layaway deposits

     —         682       96  

Current maturities of long-term debt

     23,219       —         —    

Other current liabilities

     1,010       226       4  
   

 

 

    

 

 

    

 

 

  

Total current liabilities

     31,059       1,912       149  
       

Deferred gains and other long-term liabilities

     936       —         —    

Long-term debt, less current maturities

     87,885       —         —    

Deferred tax liability

     1,223       19       98  
   

 

 

    

 

 

    

 

 

  

Total liabilities

     121,103       1,931       247  
       

Redeemable noncontrolling interest

     33,500       —         —    
   

 

 

    

 

 

    

 

 

  
       

Net assets acquired

   $ 60,129     $ 63,431     $ 31,461  
   

 

 

    

 

 

    

 

 

  
       

Goodwill deductible for tax purposes

   $ —       $ 21,699     $ 16,117  

Goodwill recorded in U.S. & Canada segment

   $ —       $ 50,071     $ 25,708  

Goodwill recorded in Latin America segment

   $ 95,827     $ —       $ —    
       

Indefinite lived intangible assets acquired:

                        
       

Trade name

   $ 2,200     $ —       $ —    
       

Definite lived intangible assets acquired:

                        

Favorable lease asset

   $ —       $ 230     $ —    

Non-compete agreements

   $ 300     $ 200     $ 145  

Contractual relationship

   $ 14,000     $ 450     $ —    

The amounts above for the six months ended March 31, 2012 include the acquisition of a decision science model for the underwriting of consumer loans, a contractual relationship with an income tax return preparer to facilitate refund anticipation loans, an online lending business in the U.K. and 15 financial services stores in Hawaii and Texas, from FS Management, 1st Money Centers, Inc. and 1429 Funding, Inc., companies owned partially by Brent Turner, the former President of our eCommerce and Card Services division and a former executive officer, for total consideration of $3.0 million in cash and 387,924 shares of our Class A Non-Voting common stock. Mr. Turner received $2.0 million in cash and 167,811 shares of stock in connection with these acquisitions. The basic terms of the acquisitions were agreed prior to the commencement of Mr. Turner’s employment (and, thus, prior to Mr. Turner’s becoming an executive officer), subject to our completion of appropriate due diligence and the execution of appropriate definitive documentation. Even though the terms of the acquisitions were agreed to prior to Mr. Turner’s becoming an executive officer, we treated the transactions as related party transactions. Consequently, pursuant to our Policy for Review and Evaluation of Related Party Transactions, the Audit Committee reviewed and evaluated the terms of the acquisitions and concluded that the transactions were fair to, and in the best interest of, the company and its stockholders.