Cash America 2012 Annual Report Download - page 142

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
117
an amount based on a five times multiple of the consolidated earnings of Prenda Fácil’s business as specifically defined
in the Stock Purchase Agreement (generally earnings before interest, income taxes, depreciation and amortization
expenses denominated in its local currency) for the twelve-month period ending June 30, 2011, reduced by amounts
previously paid. The calculation of the supplemental payment produced an amount that was zero; therefore, no
supplemental payment was required or made pursuant to the terms of the Stock Purchase Agreement. The Company
paid post-closing acquisition costs of $0.3 million, resulting in a total of $82.9 million paid in cash for the acquisition,
net of cash acquired. The activities of Prenda cil (now known as Cash America casa de empeño) are included in the
results of the Company’s retail services segment.
See Note 4 for further discussion of the Company’s Mexico-based pawn operations, including the Mexico
Reorganization and the Company’s purchase of the remaining 20% of the outstanding stock of Creazione during 2012.
Debit Plus, LLC (formerly known as Primary Innovations, LLC)
On July 23, 2008, the Company, through its wholly-owned subsidiary, Primary Cash Holdings, LLC (now
known as “Debit Plus, LLC,” or “Debit Plus”), purchased substantially all the assets of Primary Business Services,
Inc., Primary Finance, Inc., Primary Processing, Inc. and Primary Members Insurance Services, Inc. (collectively,
“PBSI”). PBSI, among other things, provided loan processing services for, and participated in receivables associated
with, a bank-issued MLOC made available on certain stored-value debit cards issued by banks. The purchase price
consisted of approximately $5.6 million in cash, of which approximately $4.9 million was used to repay a loan made to
PBSI prior to the acquisition, and transaction costs of approximately $0.3 million.
The Company also agreed to pay up to eight supplemental earn-out payments during the four-year period after
the closing, with measurement dates of December 31 and June 30 of each year. Supplemental payments of
approximately $23.9 million were paid in cash in 2009 and 2010. The final measurement date was June 30, 2012, and
the total consideration paid, including all supplemental payments, for Debit Plus was $24.9 million. All of the
supplemental payments associated with the earn-out were accounted for as goodwill, which reflects the expected future
benefits to be realized through expansion of the PBSI platform to expand the customer base and product offering.
The activities of Debit Plus are included in the results of the Company’s e-commerce segment, which is further
described in Note 21.
Other
In addition to the acquisitions discussed above, the Company acquired three, one and five domestic retail
services locations for $3.2 million, $0.3 million and $2.9 million during the years ended December 31, 2012, 2011 and
2010, respectively.
In addition to the acquisitions noted above, the Company’s e-commerce segment also acquired approximately
$0.2 million of intangible assets during the year ended December 31, 2012.
4. Reorganization of Mexico-based Pawn Operations and Purchase of Noncontrolling Interest
On September 24, 2012, the Company's Board of Directors approved a plan to significantly modify the
business plan and strategy of the Company's Mexico-based pawn operations, which comprise the foreign component of
its retail services segment. The Company reorganized these operations to include only full-service pawn locations that
offer pawn loans based on the pledge of general merchandise and jewelry-based collateral and discontinued the
operations of 148 of its Mexico-based pawn locations that primarily offered pawn loans based on the pledge of
jewelry-based collateral. The Mexico Reorganization was substantially completed as of December 31, 2012. As of
December 31, 2012, the Company was operating 47 full-service pawn locations in Mexico. The Mexico