NOTE 9: GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and Intangible Asset Balances

The following table presents the balance of each major class of indefinite-lived intangible assets:



	September 30,
	2016		2015

	(in thousands)
Pawn licenses	$	8,836	$	8,836
Trade name	4,000		4,000
	$	12,836	$	12,836

Amounts above as of September 30, 2015 are exclusive of a $1.7 million Grupo Finmart trade name classified as held for sale further discussed in Note 3.

The following table presents the changes in the carrying value of goodwill by segment, in addition to discontinued operations, during the periods presented:



	U.S. Pawn		Mexico Pawn			Other International		Discontinued Operations			Consolidated Including Held for Sale

	(in thousands)
Balances as of September 30, 2014	$	228,629	$	11,418		$	—	$	110,731		$	350,778
Acquisitions	15,701		—			—		—			15,701
Goodwill impairment	—		(1,703		)	—		(10,550		)	(12,253		)
Effect of foreign currency translation changes	—		(2,399		)	—		(21,048		)	(23,447		)
Balances as of September 30, 2015	$	244,330	$	7,316		$	—	$	79,133		$	330,779
Acquisitions	3,208		—			—		—			3,208
Goodwill impairment	—		—			—		(73,244		)	(73,244		)
Effect of foreign currency translation changes	—		(878		)	—		(5,889		)	(6,767		)
Balances as of September 30, 2016	$	247,538	$	6,438		$	—	$	—		$	253,976

On February 19, 2015, we completed the acquisition of 12 pawn stores in Central Texas doing business under the "Cash Pawn" brand and recorded $10.7 million in goodwill related to this acquisition. On August 17, 2015, we completed the acquisition of 13 pawn stores in Oregon and Arizona doing business under the "USA Pawn & Jewelry" brand and recorded $5.0 million in goodwill related to this acquisition. On February 1, 2016, we acquired six pawn stores in the Houston, Texas area doing business under the "Pawn One" brand and recorded $3.2 million in goodwill related to this acquisition. These acquisitions were made as part of our continuing strategy to enhance our earnings over the long-term. 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 a greater presence in the Central Texas, Phoenix, Arizona, Oregon and Houston markets, as well as the ability to further leverage our expense structure through increased scale. Goodwill from these acquisitions was recorded in the U.S. Pawn segment. We expect substantially all of goodwill attributable to the “Cash Pawn” and “USA Pawn & Jewelry” acquisitions will be deductible and none of the goodwill attributable to the “Pawn One” acquisition will be deductible for tax purposes. See Note 4 for additional information regarding these acquisitions.

The following table presents the gross carrying amount and accumulated amortization for each major class of definite-lived intangible assets:



	September 30,
	2016							2015
	Carrying Amount		Accumulated Amortization			Net Book Value		Carrying Amount		Accumulated Amortization			Net Book Value

	(in thousands)
Real estate finders’ fees	$	1,902	$	(796	)	$	1,106	$	1,643	$	(733	)	$	910
Non-compete agreements	3,581		(2,920		)	661		3,680		(2,919		)	761
Favorable lease	909		(637		)	272		1,001		(569		)	432
Internally developed software	23,503		(8,674		)	14,829		20,659		(4,959		)	15,700
Other	1,362		(385		)	977		502		(363		)	139
	$	31,257	$	(13,412	)	$	17,845	$	27,485	$	(9,543	)	$	17,942

Amounts above as of September 30, 2015 are exclusive of an $8.8 million net Grupo Finmart contractual relationship classified as held for sale discussed in Note 3. We ceased amortization of all long-lived assets classified as held for sale under FASB ASC 350-10-35-43 as of April 2016.

Impairment of Goodwill and Intangible Assets

We test goodwill and intangible assets with an indefinite useful life for potential impairment annually, or more frequently when there are events or circumstances that indicate that it is more likely than not that an impairment exists. During the fourth quarter ended September 30, 2016, we performed our required annual impairment test for all reporting units utilizing the income approach. The income approach uses future cash flows and estimated terminal values (discounted using a market participant perspective) to determine the fair value of each intangible asset. We performed a quantitative Step 1 analysis under FASB ASC 350-20-35 and determined that the fair value of each of our reporting units exceeded the carrying value. As of September 30, 2016, the calculated fair value of each of the reporting units in the U.S. Pawn and Mexico Pawn segments exceeded their carrying values by approximately 30% and 59%, respectively.

During the three-months ended March 31, 2016, we evaluated certain events and circumstances and concluded that there were indicators of impairment under FASB ASC 350-20-35-3C. These indicators of impairment primarily included a continued decline in our stock price, as well as negative developments in bad debt experience at our Grupo Finmart segment. We determined that the fair value of each of our reporting units exceeded their carrying value with the exception of Grupo Finmart, and performed a quantitative Step 1 analysis as of February 29, 2016 under FASB ASC 350-20-35 for our Grupo Finmart reporting unit. The fair values of each reporting unit were determined based on a discounted cash flow approach using significant unobservable inputs (Level 3) developed using company-specific information. The Step 1 analysis of our Grupo Finmart reporting unit yielded a valuation of $46.5 million. Under Step 2 of FASB ASC 350-20-35, we compared the fair value of the reporting unit to the fair value of the reporting unit's net assets and determined that all of the goodwill attributable to the Grupo Finmart reporting unit ($73.2 million) should be impaired. This impairment was included under "Loss from discontinued operations, net of tax" in the consolidated statements of operations during the three-months ended March 31, 2016. No other assets held by Grupo Finmart were determined to be impaired as of March 31, 2016. Our Grupo Finmart reporting unit was classified as a discontinued operation held for sale during the three-months ended June 30, 2016 as discussed in Note 3.

During the fourth quarter ended September 30, 2015, we performed our required annual impairment test for all reporting units utilizing the income approach. The income approach uses future cash flows and estimated terminal values (discounted using a market participant perspective) to determine the fair value of each intangible asset. We recorded an impairment of $1.7 million included under “Operations” expense in our consolidated statements of operations as of September 30, 2015, the entire amount of the goodwill associated with our TUYO reporting unit.

During the three-month period ended June 30, 2015, we evaluated certain events and circumstances and concluded that there were indicators of impairment under FASB ASC 350-20-35-3C, including a continued decline in the market price of our Class A Common Stock and proposals issued by the U.S. Consumer Financial Protection Bureau in March 2015, whose impact was subsequently evaluated by management. We performed a quantitative Step 1 analysis under FASB ASC 350-20-35 and determined that the fair value of each of our reporting units exceeded the carrying value, with the exception of our USFS reporting unit. The fair values of each reporting unit were determined based upon a discounted cash flow approach in addition to information pertaining to the fair value of similar businesses (market approach). We further measured the impairment of goodwill associated with the USFS reporting unit under Step 2 and determined that $10.6 million, the entire amount of goodwill associated with the USFS reporting unit, should be written-off during the three-month period ended June 30, 2015. The impairment was recorded under "Loss from discontinued operations, net of tax" on the consolidated statements of operations. No other long-term assets were determined to be impaired as of June 30, 2015. Our USFS reporting unit was classified as a discontinued operation during the three-months ended September 30, 2015 as discussed in Note 3.

In the fourth quarter of fiscal 2015 and in fiscal 2014, we recorded a $3.7 million, and $1.6 million impairment, respectively, of internally developed software, included under corporate “Administrative” expenses in our consolidated statements of operations.

Amortization of Definite-Lived Intangibles

The amortization of most definite-lived intangible assets is recorded as amortization expense. The favorable lease asset and other intangibles are amortized to operations expense over the related lease terms.

The following table presents the amount and classification of amortization recognized as expense in each of the periods presented:



	Fiscal Year Ended September 30,
	2016		2015		2014

	(in thousands)
Amortization expense in continuing operations	$	4,742	$	3,875	$	3,426
Amortization expense in discontinued operations	2,055		2,397		3,867
Operations expense	87		103		111
	$	6,884	$	6,375	$	7,404

The following table presents our estimate of future amortization expense for definite-lived intangible assets:



Fiscal Year Ended September 30,	Amortization expense		Operations expense

	(in thousands)
2017	$	3,556	$	91
2018	3,226		91
2019	2,979		62
2020	2,528		57
2021	1,427		56

As acquisitions and dispositions occur in the future, amortization expense may vary from these estimates.