Acquisitions

12 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

NOTE 3: ACQUISITIONS

Fiscal 2021 Acquisitions

On June 8, 2021, we completed the acquisition of 100% of the common shares of PLO del Bajio S. de R.L. de C.V. (“Bajio”) and gained control of the entity, further expanding our geographic footprint within Mexico with the addition of 128 pawn stores. These stores operate under the name “Cash Apoyo Efectivo” and are located principally in the Mexico City metropolitan area.

At the time of acquisition, the total consideration for Bajio was $23.6 million, consisting of $17.4 million of cash, and 212,870 shares of our Class A Non-Voting Common Stock valued at $1.6 million. In addition, the sellers were entitled to additional payments of up to $4.6 million to be paid in two payments over the following two years, contingent on the growth of the loan portfolios of the acquired stores. We had the right, in our discretion, to pay up to 50% of any contingent payment in the form of shares of our Class A Non-Voting Common Stock. The value of the contingent consideration was included in the total consideration as the metrics were considered achievable as of the date of acquisition. Cash paid at closing was $11.6 million, and $3.8 million was paid during the fourth quarter of 2021.

During the first quarter of fiscal 2022, both parties completed the formal working capital reconciliation stipulated within the purchase agreement. As part of the working capital reconciliation, the Company and the seller agreed to reduce the purchase price, which was held in restricted cash as of September 30, 2021, by $1.3 million. As the working capital adjustment was recorded as of September 30, 2021, this reduction to the purchase price is a measurement period adjustment, and resulted in a $1.3 million reduction to goodwill during the period ended December 31, 2021. This reduced the total consideration for Bajio to $22.3 million. As the future payments decreased, we released $1.3 million of the previously held $2.0 million in restricted cash to our unrestricted cash. Of the remaining $0.6 million in restricted cash as of June 30, 2022, $0.3 million was paid during July 2022, and the remaining $0.3 million is expected to be paid on or around the fifth anniversary of the date of acquisition. During the second quarter of fiscal 2022, we obtained new information about the seller's calculation of pawn service charges receivable balance as of the date of acquisition, which resulted in a $0.7 million measurement period adjustment to reduce pawn service charges receivable and increase goodwill.

The remeasurement of the acquisition-related contingent obligation resulted in a reduction of the obligation to zero as of September 30, 2023, resulting in a $5.1 million reduction of the obligation with an offset recorded to “Other (income) expense” as an operating item in our consolidated statements of operations during year ended September 30, 2023. There is no remaining obligation in our Consolidated Balance Sheet as of September 30, 2023. As of September 30, 2022, the estimated fair value of the contingent obligation was $4.6 million and was included in “Accounts payable, accrued expenses and other current liabilities“ in our Consolidated Balance Sheets as of such date. Reductions of acquisition-related contingent obligation after the measurement period adjustment have no impact to goodwill.

The assets acquired and liabilities assumed are based upon the estimated fair values at the date of acquisition. The excess purchase price over the estimated fair market value of the new assets acquired has been recorded as goodwill.

The purchase price allocation is as follows, in thousands:

Cash and cash equivalents	$	308
Pawn loans	4,619
Pawn service charges receivable	691
Inventory	1,319
Property and equipment	2,025
Right-of-use assets	10,651
Goodwill	25,422
Intangible assets	3,965
Deferred tax asset, net	381
Other assets	746
Accounts payable, accrued expenses and other liabilities	(2,290)
Debt	(14,931)
Lease liabilities	(10,651)
Total consideration	$	22,255

Intangible assets acquired consist of indefinite-lived trade names.

The factors contributing to the recognition of goodwill, which is recorded in our Latin America Pawn segment, were based on several strategic and synergistic benefits we expect to realize from the acquisition, including expansion of our store base as well as the ability to further leverage our pawn expertise, investments in information technology and other back office and support functions of our existing Mexico pawn business. We expect none of the goodwill resulting from this business combination will be deductible for income tax purposes.

The results of Bajio have been included in our consolidated financial statements from the date of acquisition in our Latin America Pawn segment. The acquired business contributed revenues of $9.6 million and net loss of $0.1 million during the fiscal year 2021, the year of acquisition.

On June 9, 2021, we repaid $14.9 million of Bajio’s existing debt assumed in the acquisition.

The following unaudited pro forma summary presents consolidated information for us as if the business combination had occurred on October 1, 2020. The pro forma information is not necessarily indicative of our results of operations had the acquisitions been completed on the above date, nor is it necessarily indicative of our future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisitions, nor does it reflect additional revenue opportunities following the acquisition.

	Fiscal Year Ended September 30,
(in thousands, except per share amounts)	2021
Revenue	$	748,957
Net income	$	8,828
Basic earnings per common share	$	0.16
Diluted earnings per common share	$	0.16

We did not have any material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma gross profit and net income. These pro forma amounts have been calculated after applying the Company's accounting policies and adjusting the results to reflect the additional amortization that would have been incurred assuming the amortization of the trade name had been applied from October 1, 2020.

During the fiscal year end ended September 30, 2021, we incurred total acquisition-related costs of $0.8 million. The acquisition-related costs were primarily related to legal, accounting and consulting services and were expensed as incurred through September 30, 2021, and are included in general and administrative expenses in the Consolidated Statements of Operations