Acquisitions

The Company evaluates each set of assets and activities it acquires to determine if the set meets the definition of a business according to FASB ASC Topic 805-10-55. Acquisitions meeting the definition of a business are accounted for as a business combination while all other acquisitions are accounted for as an asset purchase.

The following table sets forth the acquisition activity of the Company for the years ended March 31, 2019, 2018, and 2017:



	2019		2018		2017

Number of branches acquired through business combinations	17		5		14
Number of asset purchases	88		34		—
Total acquisitions	105		39		14

Purchase price	$	44,145,787	$	17,574,172	$	20,836,699
Tangible assets:
Loans receivable, net	33,920,847		15,583,411		16,617,242
Property and equipment	1,500		3,000		86,214
	33,922,347		15,586,411		16,703,456

Excess of purchase prices over carrying value of net tangible assets	$	10,223,440	$	1,987,761	$	4,133,243

Customer lists	$	9,688,440	$	815,518	$	4,063,243
Non-compete agreements	535,000		205,000		70,000
Goodwill	—		967,243		—

Acquisitions that are accounted for as business combinations typically result in one or more new branches. In such cases, the Company typically retains the existing employees and the branch location from the acquisition. The purchase price is allocated to the tangible assets and intangible assets acquired based upon their estimated fair market values at the acquisition date. The remainder is allocated to goodwill.

The following table describes the Company's business combination activity for the year ended March 31, 2019.



No.	Acquiree Name	Acquiree State(s)	Date
1	Customer Credit Corporation (1 branch)	LA	8/13/2018
2	Your Credit, Inc. (1 branch)	WI	8/24/2018
3	Noble Finance Corporation (1 branch)	ID	9/28/2018
4	Noble Finance Corporation (1 branch)	MO	10/15/2018
5	Gentry Credit Corporation (1 branch)	UT	10/26/2018
6	Gentry Finance Corporation (6 branches)	UT	10/26/2018
7	Noble Finance Corporation (2 branches)	UT	10/26/2018
8	Noble Finance Corporation (1 branch)	TX	11/26/2018
9	Noble Finance Corporation (1 branch)	TX	1/30/2019
10	Noble Finance Corporation (2 branches)	TX	2/20/2019

Acquisitions that are accounted for as asset purchases are typically limited to acquisitions of loan portfolios. The purchase price is allocated to the tangible assets and intangible assets acquired based upon their estimated fair market values at the acquisition date. In an asset purchase, no goodwill is recorded.

The Company’s acquisitions include tangible assets (generally loans and furniture and equipment) and intangible assets (generally non-compete agreements, customer lists, and goodwill), both of which are recorded at their fair values, which are estimated pursuant to the processes described below.

Acquired loans are valued at the net loan balance. Given the short-term nature of these loans, generally eight months, and that these loans are priced at current rates, management believes the net loan balances approximate their fair value.

Furniture and equipment are valued at the specific purchase price as agreed to by both parties at the time of acquisition, which management believes approximates their fair values.

Non-compete agreements are valued at the stated amount paid to the other party for these agreements, which the Company believes approximates the fair value.

Customer lists are valued with a valuation model that utilizes the Company’s historical data to estimate the value of any acquired customer lists. Customer lists are allocated at a branch level and are evaluated for impairment at a branch level when a triggering event occurs in accordance with FASB ASC Topic 360-10-05. If a triggering event occurs, the impairment loss to the customer list is generally the remaining unamortized customer list balance. In most acquisitions, the original fair value of the customer list allocated to an office is less than $100,000, and management believes that in the event a triggering event were to occur, the impairment loss to an unamortized customer list would be immaterial.

The results of all acquisitions have been included in the Company’s Consolidated Financial Statements since the respective acquisition date. The pro forma impact of these branches as though they had been acquired at the beginning of the periods presented would not have a material effect on the results of operations as reported.