[ X ]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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75-2237318
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1600 West 7th Street, Fort Worth, Texas
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76102
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(Address of principal executive offices)
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(Zip Code)
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x
Large accelerated filer
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o
Accelerated filer
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o
Non-accelerated filer (Do not check if a smaller reporting company)
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o
Smaller reporting company
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Three Months Ended
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||||||
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March 31,
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||||||
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2017
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|
2016
|
||||
Numerator:
|
|
|
|
|
||||
Net income
|
|
$
|
32,645
|
|
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$
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13,174
|
|
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|
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||||
Denominator (in thousands):
|
|
|
|
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||||
Weighted-average common shares for calculating basic earnings per share
|
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48,389
|
|
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28,241
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|
||
Effect of dilutive securities:
|
|
|
|
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||||
Stock options and nonvested awards
|
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13
|
|
|
—
|
|
||
Weighted-average common shares for calculating diluted earnings per share
|
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48,402
|
|
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28,241
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||
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||||
Net income per share:
|
|
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||||
Basic
|
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$
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0.67
|
|
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$
|
0.47
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Diluted
|
|
$
|
0.67
|
|
|
$
|
0.47
|
|
|
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December 31,
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|
Fair Value Measurements Using
|
||||||||||||
Financial assets:
|
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2016
|
|
Level 1
|
|
Level 2
|
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Level 3
|
||||||||
Cash America nonqualified savings plan-related assets
|
|
$
|
12,663
|
|
|
$
|
12,663
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
12,663
|
|
|
$
|
12,663
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||||||||||
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|
March 31,
|
|
March 31,
|
|
Fair Value Measurements Using
|
||||||||||||||
Financial assets:
|
|
2017
|
|
2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Cash and cash equivalents
|
|
$
|
73,148
|
|
|
$
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73,148
|
|
|
$
|
73,148
|
|
|
$
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—
|
|
|
$
|
—
|
|
Pawn loans
|
|
314,505
|
|
|
314,505
|
|
|
—
|
|
|
—
|
|
|
314,505
|
|
|||||
Consumer loans, net
|
|
22,209
|
|
|
22,209
|
|
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—
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|
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—
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|
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22,209
|
|
|||||
Fees and service charges receivable
|
|
38,021
|
|
|
38,021
|
|
|
—
|
|
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—
|
|
|
38,021
|
|
|||||
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|
$
|
447,883
|
|
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$
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447,883
|
|
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$
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73,148
|
|
|
$
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—
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|
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$
|
374,735
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|
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||||||||||
Financial liabilities:
|
|
|
|
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||||||||||
Revolving unsecured credit facilities
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$
|
137,000
|
|
|
$
|
137,000
|
|
|
$
|
—
|
|
|
$
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137,000
|
|
|
$
|
—
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|
Senior unsecured notes, outstanding principal
|
|
200,000
|
|
|
208,000
|
|
|
—
|
|
|
208,000
|
|
|
—
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|
|||||
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$
|
337,000
|
|
|
$
|
345,000
|
|
|
$
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—
|
|
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$
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345,000
|
|
|
$
|
—
|
|
|
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Carrying Value
|
|
Estimated Fair Value
|
||||||||||||||||
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March 31,
|
|
March 31,
|
|
Fair Value Measurements Using
|
||||||||||||||
Financial assets:
|
|
2016
|
|
2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Cash and cash equivalents
|
|
$
|
54,150
|
|
|
$
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54,150
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|
|
$
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54,150
|
|
|
$
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—
|
|
|
$
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—
|
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Pawn loans
|
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126,620
|
|
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126,620
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—
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—
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126,620
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|||||
Consumer loans, net
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985
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|
985
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|
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—
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—
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|
985
|
|
|||||
Fees and service charges receivable
|
|
17,070
|
|
|
17,070
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|
|
—
|
|
|
—
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|
|
17,070
|
|
|||||
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$
|
198,825
|
|
|
$
|
198,825
|
|
|
$
|
54,150
|
|
|
$
|
—
|
|
|
$
|
144,675
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial liabilities:
|
|
|
|
|
|
|
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||||||||||
Revolving unsecured credit facilities
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$
|
40,000
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|
|
$
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40,000
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|
|
$
|
—
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|
|
$
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40,000
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|
|
$
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—
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Senior unsecured notes, outstanding principal
|
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200,000
|
|
|
193,000
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|
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—
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|
|
193,000
|
|
|
—
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|
|||||
|
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$
|
240,000
|
|
|
$
|
233,000
|
|
|
$
|
—
|
|
|
$
|
233,000
|
|
|
$
|
—
|
|
|
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Carrying Value
|
|
Estimated Fair Value
|
||||||||||||||||
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December 31,
|
|
December 31,
|
|
Fair Value Measurements Using
|
||||||||||||||
Financial assets:
|
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2016
|
|
2016
|
|
Level 1
|
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Level 2
|
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Level 3
|
||||||||||
Cash and cash equivalents
|
|
$
|
89,955
|
|
|
$
|
89,955
|
|
|
$
|
89,955
|
|
|
$
|
—
|
|
|
$
|
—
|
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Pawn loans
|
|
350,506
|
|
|
350,506
|
|
|
—
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|
|
—
|
|
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350,506
|
|
|||||
Consumer loans, net
|
|
29,204
|
|
|
29,204
|
|
|
—
|
|
|
—
|
|
|
29,204
|
|
|||||
Fees and service charges receivable
|
|
41,013
|
|
|
41,013
|
|
|
—
|
|
|
—
|
|
|
41,013
|
|
|||||
|
|
$
|
510,678
|
|
|
$
|
510,678
|
|
|
$
|
89,955
|
|
|
$
|
—
|
|
|
$
|
420,723
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revolving unsecured credit facilities
|
|
$
|
260,000
|
|
|
$
|
260,000
|
|
|
$
|
—
|
|
|
$
|
260,000
|
|
|
$
|
—
|
|
Senior unsecured notes, outstanding principal
|
|
200,000
|
|
|
208,000
|
|
|
—
|
|
|
208,000
|
|
|
—
|
|
|||||
|
|
$
|
460,000
|
|
|
$
|
468,000
|
|
|
$
|
—
|
|
|
$
|
468,000
|
|
|
$
|
—
|
|
•
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U.S. operations - Includes all pawn and consumer loan operations in the U.S.
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•
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Latin America operations - Includes all pawn and consumer loan operations in Latin America, which currently includes operations in Mexico, Guatemala and El Salvador
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||
|
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U.S.
Operations
|
|
Latin America
Operations
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Retail merchandise sales
|
|
$
|
193,666
|
|
|
$
|
66,328
|
|
|
$
|
—
|
|
|
$
|
259,994
|
|
Pawn loan fees
|
|
101,818
|
|
|
26,433
|
|
|
—
|
|
|
128,251
|
|
||||
Consumer loan and credit services fees
|
|
20,815
|
|
|
405
|
|
|
—
|
|
|
21,220
|
|
||||
Wholesale scrap jewelry sales
|
|
32,897
|
|
|
5,214
|
|
|
—
|
|
|
38,111
|
|
||||
Total revenue
|
|
349,196
|
|
|
98,380
|
|
|
—
|
|
|
447,576
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||||||
Cost of retail merchandise sold
|
|
123,497
|
|
|
42,138
|
|
|
—
|
|
|
165,635
|
|
||||
Consumer loan and credit services loss provision
|
|
3,990
|
|
|
102
|
|
|
—
|
|
|
4,092
|
|
||||
Cost of wholesale scrap jewelry sold
|
|
30,682
|
|
|
4,267
|
|
|
—
|
|
|
34,949
|
|
||||
Total cost of revenue
|
|
158,169
|
|
|
46,507
|
|
|
—
|
|
|
204,676
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
|
191,027
|
|
|
51,873
|
|
|
—
|
|
|
242,900
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Expenses and other income:
|
|
|
|
|
|
|
|
|
||||||||
Store operating expenses
|
|
107,968
|
|
|
28,776
|
|
|
—
|
|
|
136,744
|
|
||||
Administrative expenses
|
|
—
|
|
|
—
|
|
|
33,238
|
|
|
33,238
|
|
||||
Depreciation and amortization
|
|
6,419
|
|
|
2,397
|
|
|
5,427
|
|
|
14,243
|
|
||||
Interest expense
|
|
—
|
|
|
—
|
|
|
6,113
|
|
|
6,113
|
|
||||
Interest income
|
|
—
|
|
|
—
|
|
|
(327
|
)
|
|
(327
|
)
|
||||
Merger and other acquisition expenses
|
|
—
|
|
|
—
|
|
|
647
|
|
|
647
|
|
||||
Total expenses and other income
|
|
114,387
|
|
|
31,173
|
|
|
45,098
|
|
|
190,658
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
|
$
|
76,640
|
|
|
$
|
20,700
|
|
|
$
|
(45,098
|
)
|
|
$
|
52,242
|
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||
|
|
U.S.
Operations
|
|
Latin America
Operations
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Retail merchandise sales
|
|
$
|
55,061
|
|
|
$
|
63,715
|
|
|
$
|
—
|
|
|
$
|
118,776
|
|
Pawn loan fees
|
|
24,245
|
|
|
27,188
|
|
|
—
|
|
|
51,433
|
|
||||
Consumer loan and credit services fees
|
|
5,209
|
|
|
477
|
|
|
—
|
|
|
5,686
|
|
||||
Wholesale scrap jewelry sales
|
|
4,794
|
|
|
2,514
|
|
|
—
|
|
|
7,308
|
|
||||
Total revenue
|
|
89,309
|
|
|
93,894
|
|
|
—
|
|
|
183,203
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||||||
Cost of retail merchandise sold
|
|
33,667
|
|
|
40,755
|
|
|
—
|
|
|
74,422
|
|
||||
Consumer loan and credit services loss provision
|
|
907
|
|
|
140
|
|
|
—
|
|
|
1,047
|
|
||||
Cost of wholesale scrap jewelry sold
|
|
3,862
|
|
|
2,009
|
|
|
—
|
|
|
5,871
|
|
||||
Total cost of revenue
|
|
38,436
|
|
|
42,904
|
|
|
—
|
|
|
81,340
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
|
50,873
|
|
|
50,990
|
|
|
—
|
|
|
101,863
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Expenses and other income:
|
|
|
|
|
|
|
|
|
||||||||
Store operating expenses
|
|
27,869
|
|
|
27,542
|
|
|
—
|
|
|
55,411
|
|
||||
Administrative expenses
|
|
—
|
|
|
—
|
|
|
17,268
|
|
|
17,268
|
|
||||
Depreciation and amortization
|
|
1,498
|
|
|
2,650
|
|
|
789
|
|
|
4,937
|
|
||||
Interest expense
|
|
—
|
|
|
—
|
|
|
4,460
|
|
|
4,460
|
|
||||
Interest income
|
|
—
|
|
|
—
|
|
|
(274
|
)
|
|
(274
|
)
|
||||
Merger and other acquisition expenses
|
|
—
|
|
|
—
|
|
|
400
|
|
|
400
|
|
||||
Total expenses and other income
|
|
29,367
|
|
|
30,192
|
|
|
22,643
|
|
|
82,202
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
|
$
|
21,506
|
|
|
$
|
20,798
|
|
|
$
|
(22,643
|
)
|
|
$
|
19,661
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||||
March 31, 2017
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
5,765
|
|
|
$
|
26,431
|
|
|
$
|
40,952
|
|
|
$
|
—
|
|
|
$
|
73,148
|
|
Fees and service charges receivable
|
|
—
|
|
|
26,789
|
|
|
11,232
|
|
|
—
|
|
|
38,021
|
|
|||||
Pawn loans
|
|
—
|
|
|
237,340
|
|
|
77,165
|
|
|
—
|
|
|
314,505
|
|
|||||
Consumer loans, net
|
|
—
|
|
|
21,811
|
|
|
398
|
|
|
—
|
|
|
22,209
|
|
|||||
Inventories
|
|
—
|
|
|
249,818
|
|
|
58,347
|
|
|
—
|
|
|
308,165
|
|
|||||
Income taxes receivable
|
|
—
|
|
|
23,095
|
|
|
1,991
|
|
|
(6,667
|
)
|
|
18,419
|
|
|||||
Prepaid expenses and other current assets
|
|
2,702
|
|
|
8,707
|
|
|
2,922
|
|
|
—
|
|
|
14,331
|
|
|||||
Intercompany receivable
|
|
—
|
|
|
—
|
|
|
1,993
|
|
|
(1,993
|
)
|
|
—
|
|
|||||
Total current assets
|
|
8,467
|
|
|
593,991
|
|
|
195,000
|
|
|
(8,660
|
)
|
|
788,798
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property and equipment, net
|
|
5,444
|
|
|
175,695
|
|
|
56,119
|
|
|
—
|
|
|
237,258
|
|
|||||
Goodwill
|
|
—
|
|
|
719,495
|
|
|
116,072
|
|
|
—
|
|
|
835,567
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
100,256
|
|
|
1,338
|
|
|
—
|
|
|
101,594
|
|
|||||
Other assets
|
|
3,080
|
|
|
63,613
|
|
|
2,395
|
|
|
—
|
|
|
69,088
|
|
|||||
Deferred tax assets
|
|
—
|
|
|
—
|
|
|
11,249
|
|
|
—
|
|
|
11,249
|
|
|||||
Investments in subsidiaries
|
|
1,830,639
|
|
|
—
|
|
|
—
|
|
|
(1,830,639
|
)
|
|
—
|
|
|||||
Total assets
|
|
$
|
1,847,630
|
|
|
$
|
1,653,050
|
|
|
$
|
382,173
|
|
|
$
|
(1,839,299
|
)
|
|
$
|
2,043,554
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
|
$
|
18,014
|
|
|
$
|
46,240
|
|
|
$
|
15,472
|
|
|
$
|
—
|
|
|
$
|
79,726
|
|
Customer deposits
|
|
—
|
|
|
26,689
|
|
|
10,294
|
|
|
—
|
|
|
36,983
|
|
|||||
Income taxes payable
|
|
6,667
|
|
|
—
|
|
|
1,041
|
|
|
(6,667
|
)
|
|
1,041
|
|
|||||
Intercompany payable
|
|
1,993
|
|
|
—
|
|
|
—
|
|
|
(1,993
|
)
|
|
—
|
|
|||||
Total current liabilities
|
|
26,674
|
|
|
72,929
|
|
|
26,807
|
|
|
(8,660
|
)
|
|
117,750
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revolving unsecured credit facilities
|
|
137,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137,000
|
|
|||||
Senior unsecured notes
|
|
196,721
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196,721
|
|
|||||
Deferred tax liabilities
|
|
—
|
|
|
71,094
|
|
|
3,274
|
|
|
—
|
|
|
74,368
|
|
|||||
Other liabilities
|
|
—
|
|
|
30,480
|
|
|
—
|
|
|
—
|
|
|
30,480
|
|
|||||
Total liabilities
|
|
360,395
|
|
|
174,503
|
|
|
30,081
|
|
|
(8,660
|
)
|
|
556,319
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total stockholders’ equity
|
|
1,487,235
|
|
|
1,478,547
|
|
|
352,092
|
|
|
(1,830,639
|
)
|
|
1,487,235
|
|
|||||
Total liabilities and stockholders’ equity
|
|
$
|
1,847,630
|
|
|
$
|
1,653,050
|
|
|
$
|
382,173
|
|
|
$
|
(1,839,299
|
)
|
|
$
|
2,043,554
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||||
March 31, 2016
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
8,216
|
|
|
$
|
2,838
|
|
|
$
|
43,096
|
|
|
$
|
—
|
|
|
$
|
54,150
|
|
Fees and service charges receivable
|
|
—
|
|
|
6,511
|
|
|
10,559
|
|
|
—
|
|
|
17,070
|
|
|||||
Pawn loans
|
|
—
|
|
|
52,809
|
|
|
73,811
|
|
|
—
|
|
|
126,620
|
|
|||||
Consumer loans, net
|
|
—
|
|
|
497
|
|
|
488
|
|
|
—
|
|
|
985
|
|
|||||
Inventories
|
|
—
|
|
|
41,163
|
|
|
49,551
|
|
|
—
|
|
|
90,714
|
|
|||||
Income taxes receivable
|
|
2,351
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,351
|
|
|||||
Prepaid expenses and other current assets
|
|
1,949
|
|
|
—
|
|
|
2,611
|
|
|
—
|
|
|
4,560
|
|
|||||
Intercompany receivable
|
|
10,570
|
|
|
—
|
|
|
1,601
|
|
|
(12,171
|
)
|
|
—
|
|
|||||
Total current assets
|
|
23,086
|
|
|
103,818
|
|
|
181,717
|
|
|
(12,171
|
)
|
|
296,450
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property and equipment, net
|
|
3,856
|
|
|
57,101
|
|
|
59,755
|
|
|
—
|
|
|
120,712
|
|
|||||
Goodwill
|
|
—
|
|
|
196,733
|
|
|
118,706
|
|
|
—
|
|
|
315,439
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
4,138
|
|
|
1,986
|
|
|
—
|
|
|
6,124
|
|
|||||
Other assets
|
|
1,222
|
|
|
493
|
|
|
2,452
|
|
|
—
|
|
|
4,167
|
|
|||||
Deferred tax assets
|
|
—
|
|
|
—
|
|
|
10,993
|
|
|
—
|
|
|
10,993
|
|
|||||
Investments in subsidiaries
|
|
665,322
|
|
|
—
|
|
|
—
|
|
|
(665,322
|
)
|
|
—
|
|
|||||
Total assets
|
|
$
|
693,486
|
|
|
$
|
362,283
|
|
|
$
|
375,609
|
|
|
$
|
(677,493
|
)
|
|
$
|
753,885
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
|
$
|
17,975
|
|
|
$
|
1,068
|
|
|
$
|
19,971
|
|
|
$
|
—
|
|
|
$
|
39,014
|
|
Customer deposits
|
|
—
|
|
|
6,613
|
|
|
8,869
|
|
|
—
|
|
|
15,482
|
|
|||||
Income taxes payable
|
|
—
|
|
|
—
|
|
|
1,433
|
|
|
—
|
|
|
1,433
|
|
|||||
Intercompany payable
|
|
—
|
|
|
—
|
|
|
12,171
|
|
|
(12,171
|
)
|
|
—
|
|
|||||
Total current liabilities
|
|
17,975
|
|
|
7,681
|
|
|
42,444
|
|
|
(12,171
|
)
|
|
55,929
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revolving unsecured credit facilities
|
|
40,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
|||||
Senior unsecured notes
|
|
196,037
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196,037
|
|
|||||
Deferred tax liabilities
|
|
186
|
|
|
19,964
|
|
|
2,482
|
|
|
—
|
|
|
22,632
|
|
|||||
Total liabilities
|
|
254,198
|
|
|
27,645
|
|
|
44,926
|
|
|
(12,171
|
)
|
|
314,598
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total stockholders’ equity
|
|
439,288
|
|
|
334,638
|
|
|
330,683
|
|
|
(665,322
|
)
|
|
439,287
|
|
|||||
Total liabilities and stockholders’ equity
|
|
$
|
693,486
|
|
|
$
|
362,283
|
|
|
$
|
375,609
|
|
|
$
|
(677,493
|
)
|
|
$
|
753,885
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||||
December 31, 2016
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
8,663
|
|
|
$
|
34,854
|
|
|
$
|
46,438
|
|
|
$
|
—
|
|
|
$
|
89,955
|
|
Fees and service charges receivable
|
|
—
|
|
|
31,378
|
|
|
9,635
|
|
|
—
|
|
|
41,013
|
|
|||||
Pawn loans
|
|
—
|
|
|
286,020
|
|
|
64,486
|
|
|
—
|
|
|
350,506
|
|
|||||
Consumer loans, net
|
|
—
|
|
|
28,797
|
|
|
407
|
|
|
—
|
|
|
29,204
|
|
|||||
Inventories
|
|
—
|
|
|
274,873
|
|
|
55,810
|
|
|
—
|
|
|
330,683
|
|
|||||
Income taxes receivable
|
|
2,415
|
|
|
23,095
|
|
|
—
|
|
|
—
|
|
|
25,510
|
|
|||||
Prepaid expenses and other current assets
|
|
2,750
|
|
|
21,177
|
|
|
1,337
|
|
|
—
|
|
|
25,264
|
|
|||||
Intercompany receivable
|
|
1,025
|
|
|
—
|
|
|
—
|
|
|
(1,025
|
)
|
|
—
|
|
|||||
Total current assets
|
|
14,853
|
|
|
700,194
|
|
|
178,113
|
|
|
(1,025
|
)
|
|
892,135
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property and equipment, net
|
|
3,736
|
|
|
180,438
|
|
|
51,883
|
|
|
—
|
|
|
236,057
|
|
|||||
Goodwill
|
|
—
|
|
|
719,527
|
|
|
111,624
|
|
|
—
|
|
|
831,151
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
103,109
|
|
|
1,365
|
|
|
—
|
|
|
104,474
|
|
|||||
Other assets
|
|
3,254
|
|
|
66,261
|
|
|
2,164
|
|
|
—
|
|
|
71,679
|
|
|||||
Deferred tax assets
|
|
—
|
|
|
—
|
|
|
9,707
|
|
|
—
|
|
|
9,707
|
|
|||||
Investments in subsidiaries
|
|
1,906,444
|
|
|
—
|
|
|
—
|
|
|
(1,906,444
|
)
|
|
—
|
|
|||||
Total assets
|
|
$
|
1,928,287
|
|
|
$
|
1,769,529
|
|
|
$
|
354,856
|
|
|
$
|
(1,907,469
|
)
|
|
$
|
2,145,203
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
|
$
|
21,756
|
|
|
$
|
72,979
|
|
|
$
|
14,619
|
|
|
$
|
—
|
|
|
$
|
109,354
|
|
Customer deposits
|
|
—
|
|
|
24,626
|
|
|
8,910
|
|
|
—
|
|
|
33,536
|
|
|||||
Income taxes payable
|
|
—
|
|
|
—
|
|
|
738
|
|
|
—
|
|
|
738
|
|
|||||
Intercompany payable
|
|
—
|
|
|
—
|
|
|
1,025
|
|
|
(1,025
|
)
|
|
—
|
|
|||||
Total current liabilities
|
|
21,756
|
|
|
97,605
|
|
|
25,292
|
|
|
(1,025
|
)
|
|
143,628
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revolving unsecured credit facilities
|
|
260,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
260,000
|
|
|||||
Senior unsecured notes
|
|
196,545
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196,545
|
|
|||||
Deferred tax liabilities
|
|
—
|
|
|
58,286
|
|
|
2,989
|
|
|
—
|
|
|
61,275
|
|
|||||
Other liabilities
|
|
—
|
|
|
33,769
|
|
|
—
|
|
|
—
|
|
|
33,769
|
|
|||||
Total liabilities
|
|
478,301
|
|
|
189,660
|
|
|
28,281
|
|
|
(1,025
|
)
|
|
695,217
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total stockholders’ equity
|
|
1,449,986
|
|
|
1,579,869
|
|
|
326,575
|
|
|
(1,906,444
|
)
|
|
1,449,986
|
|
|||||
Total liabilities and stockholders’ equity
|
|
$
|
1,928,287
|
|
|
$
|
1,769,529
|
|
|
$
|
354,856
|
|
|
$
|
(1,907,469
|
)
|
|
$
|
2,145,203
|
|
(1)
|
Includes the allocation of certain administrative expenses and the payment of royalties between the Parent Company and certain foreign Non-Guarantor Subsidiaries.
|
(1)
|
Includes the allocation of certain administrative expenses and the payment of royalties between the Parent Company and certain foreign Non-Guarantor Subsidiaries.
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||||
Three Months Ended March 31, 2017
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Parent
Company
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Eliminations |
|
Consolidated
|
||||||||||
Cash flow from operating activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash flow provided by (used in) operating activities
|
|
$
|
160,336
|
|
|
$
|
54,143
|
|
|
$
|
2,219
|
|
|
$
|
(152,833
|
)
|
|
$
|
63,865
|
|
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loan receivables, net of cash repayments
|
|
—
|
|
|
72,131
|
|
|
(4,942
|
)
|
|
—
|
|
|
67,189
|
|
|||||
Purchases of property and equipment
|
|
(2,088
|
)
|
|
(3,638
|
)
|
|
(2,350
|
)
|
|
—
|
|
|
(8,076
|
)
|
|||||
Acquisitions of pawn stores, net of cash acquired
|
|
—
|
|
|
(17
|
)
|
|
(837
|
)
|
|
—
|
|
|
(854
|
)
|
|||||
Investing activity with subsidiaries
|
|
(18,969
|
)
|
|
—
|
|
|
—
|
|
|
18,969
|
|
|
—
|
|
|||||
Net cash flow provided by (used in) investing activities
|
|
(21,057
|
)
|
|
68,476
|
|
|
(8,129
|
)
|
|
18,969
|
|
|
58,259
|
|
|||||
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings from revolving credit facilities
|
|
15,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,000
|
|
|||||
Repayments of revolving credit facilities
|
|
(138,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138,000
|
)
|
|||||
Purchases of treasury stock
|
|
(10,005
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,005
|
)
|
|||||
Common stock dividends paid
|
|
(9,172
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,172
|
)
|
|||||
Proceeds from intercompany financing related activity
|
|
—
|
|
|
18,055
|
|
|
914
|
|
|
(18,969
|
)
|
|
—
|
|
|||||
Intercompany dividends paid
|
|
—
|
|
|
(149,097
|
)
|
|
(3,736
|
)
|
|
152,833
|
|
|
—
|
|
|||||
Net cash flow provided by (used in) financing activities
|
|
(142,177
|
)
|
|
(131,042
|
)
|
|
(2,822
|
)
|
|
133,864
|
|
|
(142,177
|
)
|
|||||
Effect of exchange rates on cash
|
|
—
|
|
|
—
|
|
|
3,246
|
|
|
—
|
|
|
3,246
|
|
|||||
Change in cash and cash equivalents
|
|
(2,898
|
)
|
|
(8,423
|
)
|
|
(5,486
|
)
|
|
—
|
|
|
(16,807
|
)
|
|||||
Cash and cash equivalents at beginning of the period
|
|
8,663
|
|
|
34,854
|
|
|
46,438
|
|
|
—
|
|
|
89,955
|
|
|||||
Cash and cash equivalents at end of the period
|
|
$
|
5,765
|
|
|
$
|
26,431
|
|
|
$
|
40,952
|
|
|
$
|
—
|
|
|
$
|
73,148
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||||
Three Months Ended March 31, 2016
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Parent
Company
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Eliminations |
|
Consolidated
|
||||||||||
Cash flow from operating activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash flow provided by (used in) operating activities
|
|
$
|
28,542
|
|
|
$
|
17,178
|
|
|
$
|
13,083
|
|
|
$
|
(33,727
|
)
|
|
$
|
25,076
|
|
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loan receivables, net of cash repayments
|
|
—
|
|
|
12,309
|
|
|
(7,016
|
)
|
|
—
|
|
|
5,293
|
|
|||||
Purchases of property and equipment
|
|
(462
|
)
|
|
(2,905
|
)
|
|
(2,976
|
)
|
|
—
|
|
|
(6,343
|
)
|
|||||
Acquisitions of pawn stores, net of cash acquired
|
|
—
|
|
|
(774
|
)
|
|
(25,271
|
)
|
|
—
|
|
|
(26,045
|
)
|
|||||
Investing activity with subsidiaries
|
|
(3,794
|
)
|
|
—
|
|
|
—
|
|
|
3,794
|
|
|
—
|
|
|||||
Net cash flow provided by (used in) investing activities
|
|
(4,256
|
)
|
|
8,630
|
|
|
(35,263
|
)
|
|
3,794
|
|
|
(27,095
|
)
|
|||||
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings from revolving credit facilities
|
|
11,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,500
|
|
|||||
Repayments of revolving credit facilities
|
|
(29,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,500
|
)
|
|||||
Repayments of debt assumed from acquisitions
|
|
—
|
|
|
—
|
|
|
(6,532
|
)
|
|
—
|
|
|
(6,532
|
)
|
|||||
Common stock dividends paid
|
|
(3,530
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,530
|
)
|
|||||
Proceeds from intercompany financing related activity
|
|
—
|
|
|
3,679
|
|
|
115
|
|
|
(3,794
|
)
|
|
—
|
|
|||||
Intercompany dividends paid
|
|
—
|
|
|
(30,414
|
)
|
|
(3,313
|
)
|
|
33,727
|
|
|
—
|
|
|||||
Net cash flow provided by (used in) financing activities
|
|
(21,530
|
)
|
|
(26,735
|
)
|
|
(9,730
|
)
|
|
29,933
|
|
|
(28,062
|
)
|
|||||
Effect of exchange rates on cash
|
|
—
|
|
|
—
|
|
|
(2,723
|
)
|
|
—
|
|
|
(2,723
|
)
|
|||||
Change in cash and cash equivalents
|
|
2,756
|
|
|
(927
|
)
|
|
(34,633
|
)
|
|
—
|
|
|
(32,804
|
)
|
|||||
Cash and cash equivalents at beginning of the period
|
|
5,460
|
|
|
3,765
|
|
|
77,729
|
|
|
—
|
|
|
86,954
|
|
|||||
Cash and cash equivalents at end of the period
|
|
$
|
8,216
|
|
|
$
|
2,838
|
|
|
$
|
43,096
|
|
|
$
|
—
|
|
|
$
|
54,150
|
|
|
|
|
|
Consumer
|
|
|
|||
|
|
Pawn
|
|
Loan
|
|
Total
|
|||
|
|
Locations
(1)
|
|
Locations
(2)
|
|
Locations
|
|||
U.S.:
|
|
|
|
|
|
|
|||
Total locations, beginning of period
|
|
1,085
|
|
|
45
|
|
|
1,130
|
|
New locations opened
|
|
1
|
|
|
—
|
|
|
1
|
|
Locations acquired
|
|
1
|
|
|
—
|
|
|
1
|
|
Locations closed or consolidated
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
Total locations, end of period
|
|
1,079
|
|
|
45
|
|
|
1,124
|
|
|
|
|
|
|
|
|
|||
Latin America:
|
|
|
|
|
|
|
|||
Total locations, beginning of period
|
|
927
|
|
|
28
|
|
|
955
|
|
New locations opened
|
|
13
|
|
|
—
|
|
|
13
|
|
Locations closed or consolidated
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Total locations, end of period
|
|
938
|
|
|
28
|
|
|
966
|
|
|
|
|
|
|
|
|
|||
Total:
|
|
|
|
|
|
|
|||
Total locations, beginning of period
|
|
2,012
|
|
|
73
|
|
|
2,085
|
|
New locations opened
|
|
14
|
|
|
—
|
|
|
14
|
|
Locations acquired
|
|
1
|
|
|
—
|
|
|
1
|
|
Locations closed or consolidated
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
Total locations, end of period
|
|
2,017
|
|
|
73
|
|
|
2,090
|
|
(1)
|
At
March 31, 2017
,
320
of the U.S. pawn stores, which are primarily located in Texas and Ohio, also offered consumer loans or credit services products, while
49
Mexico pawn stores offered consumer loan products.
|
(2)
|
The Company’s U.S. free-standing consumer loan locations offer consumer loans and/or a credit services product and are located in Ohio, Texas, California and limited markets in Mexico. The table does not include
64
check cashing locations operated by independent franchisees under franchising agreements with the Company.
|
|
Balance at March 31,
|
|
Increase /
|
|||||||||
|
2017
|
|
2016
|
|
(Decrease)
|
|||||||
U.S. Operations Segment
|
|
|
|
|
|
|
|
|
|
|||
Earning assets:
|
|
|
|
|
|
|
|
|
|
|||
Pawn loans
|
$
|
244,233
|
|
|
$
|
59,318
|
|
|
|
312
|
%
|
|
Consumer loans, net
(1)
|
|
21,833
|
|
|
|
542
|
|
|
|
3,928
|
%
|
|
Inventories
|
|
257,531
|
|
|
|
49,954
|
|
|
|
416
|
%
|
|
|
$
|
523,597
|
|
|
$
|
109,814
|
|
|
|
377
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||
Average outstanding pawn loan amount (in ones)
|
$
|
154
|
|
|
$
|
169
|
|
|
|
(9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|||
Composition of pawn collateral:
|
|
|
|
|
|
|
|
|
|
|||
General merchandise
|
36
|
%
|
|
45
|
%
|
|
|
|
|
|||
Jewelry
|
64
|
%
|
|
55
|
%
|
|
|
|
|
|||
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Composition of inventories:
|
|
|
|
|
|
|
|
|
|
|||
General merchandise
|
44
|
%
|
|
57
|
%
|
|
|
|
|
|||
Jewelry
|
56
|
%
|
|
43
|
%
|
|
|
|
|
|||
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Percentage of inventory aged greater than one year
|
12
|
%
|
|
8
|
%
|
|
|
|
|
(1)
|
Does not include the off-balance sheet principal portion of active CSO extensions of credit made by independent third-party lenders. These amounts, net of the Company’s estimated fair value of its liability for guaranteeing the extensions of credit, totaled
$9,094
and
$5,250
as of
March 31, 2017
and
2016
, respectively.
|
|
|
Three Months Ended
|
|
|
|
|
|||||||
|
|
March 31,
|
|
|
|||||||||
U.S. Operations Segment
|
|
2017
|
|
2016
|
|
Increase
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||
Retail merchandise sales
|
|
$
|
193,666
|
|
|
$
|
55,061
|
|
|
|
252
|
%
|
|
Pawn loan fees
|
|
101,818
|
|
|
24,245
|
|
|
|
320
|
%
|
|
||
Consumer loan and credit services fees
|
|
20,815
|
|
|
5,209
|
|
|
|
300
|
%
|
|
||
Wholesale scrap jewelry sales
|
|
32,897
|
|
|
4,794
|
|
|
|
586
|
%
|
|
||
Total revenue
|
|
349,196
|
|
|
89,309
|
|
|
|
291
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|||||
Cost of retail merchandise sold
|
|
123,497
|
|
|
33,667
|
|
|
|
267
|
%
|
|
||
Consumer loan and credit services loss provision
|
|
3,990
|
|
|
907
|
|
|
|
340
|
%
|
|
||
Cost of wholesale scrap jewelry sold
|
|
30,682
|
|
|
3,862
|
|
|
|
694
|
%
|
|
||
Total cost of revenue
|
|
158,169
|
|
|
38,436
|
|
|
|
312
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|||||
Net revenue
|
|
191,027
|
|
|
50,873
|
|
|
|
275
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|||||
Segment expenses:
|
|
|
|
|
|
|
|
|
|||||
Store operating expenses
|
|
107,968
|
|
|
27,869
|
|
|
|
287
|
%
|
|
||
Depreciation and amortization
|
|
6,419
|
|
|
1,498
|
|
|
|
329
|
%
|
|
||
Total segment expenses
|
|
114,387
|
|
|
29,367
|
|
|
|
290
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|||||
Segment pre-tax operating income
|
|
$
|
76,640
|
|
|
$
|
21,506
|
|
|
|
256
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Constant Currency Basis
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
Increase /
|
||||||||
|
Balance at March 31,
|
|
Increase /
|
|
2017
|
|
(Decrease)
|
||||||||||||||
|
2017
|
|
2016
|
|
(Decrease)
|
|
(Non-GAAP)
|
|
(Non-GAAP)
|
||||||||||||
Latin America Operations Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pawn loans
|
$
|
70,272
|
|
|
$
|
67,302
|
|
|
|
4
|
%
|
|
|
$
|
75,484
|
|
|
|
12
|
%
|
|
Consumer loans, net
|
|
376
|
|
|
|
443
|
|
|
|
(15
|
)%
|
|
|
406
|
|
|
|
(8
|
)%
|
|
|
Inventories
|
|
50,634
|
|
|
|
40,760
|
|
|
|
24
|
%
|
|
|
54,388
|
|
|
|
33
|
%
|
|
|
|
$
|
121,282
|
|
|
$
|
108,505
|
|
|
|
12
|
%
|
|
|
$
|
130,278
|
|
|
|
20
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Average outstanding pawn loan amount (in ones)
|
$
|
62
|
|
|
$
|
64
|
|
|
|
(3
|
)%
|
|
|
$
|
66
|
|
|
|
3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Composition of pawn collateral:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
General merchandise
|
81
|
%
|
|
82
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||
Jewelry
|
19
|
%
|
|
18
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Composition of inventories:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
General merchandise
|
74
|
%
|
|
82
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||
Jewelry
|
26
|
%
|
|
18
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Percentage of inventory aged greater than one year
|
1
|
%
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Constant Currency Basis
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
Ended
|
|
|
|
|
||||||||||
|
|
Three Months Ended
|
|
|
|
|
|
March 31,
|
|
Increase /
|
||||||||||||
|
|
March 31,
|
|
Increase /
|
|
2017
|
|
(Decrease)
|
||||||||||||||
|
|
2017
|
|
2016
|
|
(Decrease)
|
|
(Non-GAAP)
|
|
(Non-GAAP)
|
||||||||||||
Latin America Operations Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Retail merchandise sales
|
|
$
|
66,328
|
|
|
$
|
63,715
|
|
|
|
4
|
%
|
|
|
$
|
74,544
|
|
|
|
17
|
%
|
|
Pawn loan fees
|
|
26,433
|
|
|
27,188
|
|
|
|
(3
|
)%
|
|
|
29,644
|
|
|
|
9
|
%
|
|
|||
Consumer loan and credit services fees
|
|
405
|
|
|
477
|
|
|
|
(15
|
)%
|
|
|
458
|
|
|
|
(4
|
)%
|
|
|||
Wholesale scrap jewelry sales
|
|
5,214
|
|
|
2,514
|
|
|
|
107
|
%
|
|
|
5,214
|
|
|
|
107
|
%
|
|
|||
Total revenue
|
|
98,380
|
|
|
93,894
|
|
|
|
5
|
%
|
|
|
109,860
|
|
|
|
17
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of retail merchandise sold
|
|
42,138
|
|
|
40,755
|
|
|
|
3
|
%
|
|
|
47,325
|
|
|
|
16
|
%
|
|
|||
Consumer loan and credit services loss provision
|
|
102
|
|
|
140
|
|
|
|
(27
|
)%
|
|
|
115
|
|
|
|
(18
|
)%
|
|
|||
Cost of wholesale scrap jewelry sold
|
|
4,267
|
|
|
2,009
|
|
|
|
112
|
%
|
|
|
4,826
|
|
|
|
140
|
%
|
|
|||
Total cost of revenue
|
|
46,507
|
|
|
42,904
|
|
|
|
8
|
%
|
|
|
52,266
|
|
|
|
22
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
|
51,873
|
|
|
50,990
|
|
|
|
2
|
%
|
|
|
57,594
|
|
|
|
13
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Store operating expenses
|
|
28,776
|
|
|
27,542
|
|
|
|
4
|
%
|
|
|
31,962
|
|
|
|
16
|
%
|
|
|||
Depreciation and amortization
|
|
2,397
|
|
|
2,650
|
|
|
|
(10
|
)%
|
|
|
2,662
|
|
|
|
—
|
%
|
|
|||
Total segment expenses
|
|
31,173
|
|
|
30,192
|
|
|
|
3
|
%
|
|
|
34,624
|
|
|
|
15
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment pre-tax operating income
|
|
$
|
20,700
|
|
|
$
|
20,798
|
|
|
|
—
|
%
|
|
|
$
|
22,970
|
|
|
|
10
|
%
|
|
|
|
Three Months Ended
|
|
|
|
|
|||||||
|
|
March 31,
|
|
Increase /
|
|||||||||
|
|
2017
|
|
2016
|
|
(Decrease)
|
|||||||
Consolidated results of operations
|
|
|
|
|
|
|
|
|
|||||
U.S. operations segment pre-tax operating income
|
|
$
|
76,640
|
|
|
$
|
21,506
|
|
|
|
256
|
%
|
|
Latin America operations segment pre-tax operating income
|
|
20,700
|
|
|
20,798
|
|
|
|
—
|
%
|
|
||
Consolidated segment pre-tax operating income
|
|
97,340
|
|
|
42,304
|
|
|
|
130
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|||||
Corporate expenses and other income:
|
|
|
|
|
|
|
|
|
|||||
Administrative expenses
|
|
33,238
|
|
|
17,268
|
|
|
|
92
|
%
|
|
||
Depreciation and amortization
|
|
5,427
|
|
|
789
|
|
|
|
588
|
%
|
|
||
Interest expense
|
|
6,113
|
|
|
4,460
|
|
|
|
37
|
%
|
|
||
Interest income
|
|
(327
|
)
|
|
(274
|
)
|
|
|
19
|
%
|
|
||
Merger and other acquisition expenses
|
|
647
|
|
|
400
|
|
|
|
62
|
%
|
|
||
Total corporate expenses and other income
|
|
45,098
|
|
|
22,643
|
|
|
|
99
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|||||
Income before income taxes
|
|
52,242
|
|
|
19,661
|
|
|
|
166
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|||||
Provision for income taxes
|
|
19,597
|
|
|
6,487
|
|
|
|
202
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|||||
Net income
|
|
$
|
32,645
|
|
|
$
|
13,174
|
|
|
|
148
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
Comprehensive income
|
|
$
|
55,650
|
|
|
$
|
10,685
|
|
|
|
421
|
%
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
|
|
As Reported
|
|
Adjusted
|
|
As Reported
|
|
Adjusted
|
||||||||
|
|
(GAAP)
|
|
(Non-GAAP)
|
|
(GAAP)
|
|
(Non-GAAP)
|
||||||||
Revenue
|
|
$
|
447,576
|
|
|
$
|
447,576
|
|
|
$
|
183,203
|
|
|
$
|
183,203
|
|
Net revenue
|
|
$
|
242,900
|
|
|
$
|
242,900
|
|
|
$
|
101,863
|
|
|
$
|
101,863
|
|
Net income
|
|
$
|
32,645
|
|
|
$
|
33,053
|
|
|
$
|
13,174
|
|
|
$
|
13,434
|
|
Diluted EPS
|
|
$
|
0.67
|
|
|
$
|
0.68
|
|
|
$
|
0.47
|
|
|
$
|
0.48
|
|
Weighted avg diluted shares
|
|
48,402
|
|
|
48,402
|
|
|
28,241
|
|
|
28,241
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Cash flow provided by operating activities
|
|
$
|
63,865
|
|
|
$
|
25,076
|
|
Cash flow provided by (used in) investing activities
|
|
$
|
58,259
|
|
|
$
|
(27,095
|
)
|
Cash flow used in financing activities
|
|
$
|
(142,177
|
)
|
|
$
|
(28,062
|
)
|
|
|
Balance at March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Working capital
|
|
$
|
671,048
|
|
|
$
|
240,521
|
|
Current ratio
|
6.70:1
|
|
5.30:1
|
|
||||
Liabilities to equity
|
37
|
%
|
72
|
%
|
|
Three Months Ended March 31,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
|
In Thousands
|
|
Per Share
|
|
In Thousands
|
|
Per Share
|
||||||||
Net income, as reported
|
$
|
32,645
|
|
|
$
|
0.67
|
|
|
$
|
13,174
|
|
|
$
|
0.47
|
|
Adjustments, net of tax:
|
|
|
|
|
|
|
|
||||||||
Merger related expenses
|
|
|
|
|
|
|
|
||||||||
Transaction
|
—
|
|
|
—
|
|
|
166
|
|
|
0.01
|
|
||||
Severance and retention
|
354
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
||||
Other
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total merger related expenses
|
408
|
|
|
0.01
|
|
|
166
|
|
|
0.01
|
|
||||
Other acquisition expenses
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
||||
Adjusted net income
|
$
|
33,053
|
|
|
$
|
0.68
|
|
|
$
|
13,434
|
|
|
$
|
0.48
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||
|
Pre-tax
|
|
Tax
|
|
After-tax
|
|
Pre-tax
|
|
Tax
|
|
After-tax
|
||||||||||||
Merger related expenses
|
$
|
647
|
|
|
$
|
239
|
|
|
$
|
408
|
|
|
$
|
250
|
|
|
$
|
84
|
|
|
$
|
166
|
|
Other acquisition expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|
56
|
|
|
94
|
|
||||||
Total adjustments
|
$
|
647
|
|
|
$
|
239
|
|
|
$
|
408
|
|
|
$
|
400
|
|
|
$
|
140
|
|
|
$
|
260
|
|
|
|
|
|
|
|
Trailing Twelve
|
||||||||||
|
|
Three Months Ended
|
|
Months Ended
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
|
$
|
32,645
|
|
|
$
|
13,174
|
|
|
$
|
79,598
|
|
|
$
|
57,096
|
|
Income taxes
|
|
19,597
|
|
|
6,487
|
|
|
46,430
|
|
|
25,857
|
|
||||
Depreciation and amortization
(1)
|
|
14,243
|
|
|
4,937
|
|
|
41,171
|
|
|
17,925
|
|
||||
Interest expense
|
|
6,113
|
|
|
4,460
|
|
|
21,973
|
|
|
17,327
|
|
||||
Interest income
|
|
(327
|
)
|
|
(274
|
)
|
|
(804
|
)
|
|
(1,496
|
)
|
||||
EBITDA
|
|
72,271
|
|
|
28,784
|
|
|
188,368
|
|
|
116,709
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Merger related expenses
|
|
647
|
|
|
250
|
|
|
36,617
|
|
|
250
|
|
||||
Other acquisition expenses
|
|
—
|
|
|
150
|
|
|
300
|
|
|
2,960
|
|
||||
Restructuring expenses related to U.S. consumer loan operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,749
|
|
||||
Net gain on sale of common stock of Enova
|
|
—
|
|
|
—
|
|
|
(1,299
|
)
|
|
—
|
|
||||
Adjusted EBITDA
|
|
$
|
72,918
|
|
|
$
|
29,184
|
|
|
$
|
223,986
|
|
|
$
|
128,668
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA margin calculated as follows:
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
|
|
|
|
|
$
|
1,352,750
|
|
|
$
|
711,782
|
|
||||
Adjusted EBITDA
|
|
|
|
|
|
$
|
223,986
|
|
|
$
|
128,668
|
|
||||
Adjusted EBITDA as a percentage of revenue
|
|
|
|
|
|
17
|
%
|
|
18
|
%
|
(1)
|
For the trailing twelve months ended
March 31, 2016
, excludes $404 of depreciation and amortization, which is included in the restructuring expenses related to U.S. consumer loan operations.
|
|
|
Trailing Twelve Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Cash flow from operating activities
|
|
$
|
135,643
|
|
|
$
|
90,395
|
|
Cash flow from investing activities:
|
|
|
|
|
||||
Loan receivables, net of cash repayments
|
|
45,824
|
|
|
(6,735
|
)
|
||
Purchases of property and equipment
|
|
(35,596
|
)
|
|
(23,030
|
)
|
||
Free cash flow
|
|
$
|
145,871
|
|
|
$
|
60,630
|
|
|
|
March 31,
|
|
Increase /
|
|||||
|
|
2017
|
|
2016
|
|
Decrease
|
|||
Mexican peso / U.S. dollar exchange rate:
|
|
|
|
|
|
|
|
|
|
End-of-period
|
|
18.8
|
|
17.4
|
|
|
(8
|
)%
|
|
Three months ended
|
|
20.4
|
|
18.0
|
|
|
(13
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
Guatemalan quetzal / U.S. dollar exchange rate:
|
|
|
|
|
|
|
|
|
|
End-of-period
|
|
7.3
|
|
7.7
|
|
|
5
|
%
|
|
Three months ended
|
|
7.4
|
|
7.7
|
|
|
4
|
%
|
|
|
|
Total
Number
Of Shares
Purchased
|
|
Average
Price
Paid
Per Share
|
|
Total Number Of
Shares Purchased
As Part Of Publicly
Announced Plans
|
|
Maximum Number
Of Shares That May
Yet Be Purchased
Under The Plans
|
|||||
January 1 through January 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,148,000
|
|
February 1 through February 28, 2017
|
|
228,000
|
|
|
43.94
|
|
|
228,000
|
|
|
920,000
|
|
|
March 1 through March 31, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
920,000
|
|
|
Total
|
|
228,000
|
|
|
$
|
43.94
|
|
|
228,000
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
3.1
|
|
Amended and Restated Certificate of Incorporation
|
|
DEF 14A
|
|
0-19133
|
|
B
|
|
04/29/2004
|
|
|
3.2
|
|
Amendment to Amended and Restated Certificate of Incorporation
|
|
8-K
|
|
001-10960
|
|
3.1
|
|
09/02/2016
|
|
|
3.3
|
|
Amended and Restated Bylaws
|
|
8-K
|
|
001-10960
|
|
3.2
|
|
09/02/2016
|
|
|
10.1
|
|
Performance-Based Restricted Stock Unit Award Agreement *
|
|
|
|
|
|
|
|
|
|
X
|
31.1
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Rick L. Wessel, Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
X
|
31.2
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by R. Douglas Orr, Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
X
|
32.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Rick L. Wessel, Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
X
|
32.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by R. Douglas Orr, Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
X
|
101
(1)
|
|
The following financial information from the Company's Quarterly Report on Form 10-Q for the first quarter of fiscal 2017, filed with the SEC on May 4, 2017, is formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets at March 31, 2017, March 31, 2016 and December 31, 2016, (ii) Condensed Consolidated Statements of Income for the three months ended March 31, 2017 and March 31, 2016, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2017 and March 31, 2016, (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2017 and March 31, 2016, (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and March 31, 2016 and (vi) Notes to Condensed Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
X
|
*
|
Indicates management contract or compensatory plan, contract or arrangement.
|
(1)
|
The XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
|
|
|
Dated: May 4, 2017
|
FIRSTCASH, INC.
|
|
(Registrant)
|
|
|
|
/s/ RICK L. WESSEL
|
|
Rick L. Wessel
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
/s/ R. DOUGLAS ORR
|
|
R. Douglas Orr
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
3.1
|
|
Amended and Restated Certificate of Incorporation
|
|
DEF 14A
|
|
0-19133
|
|
B
|
|
04/29/2004
|
|
|
3.2
|
|
Amendment to Amended and Restated Certificate of Incorporation
|
|
8-K
|
|
001-10960
|
|
3.1
|
|
09/02/2016
|
|
|
3.3
|
|
Amended and Restated Bylaws
|
|
8-K
|
|
001-10960
|
|
3.2
|
|
09/02/2016
|
|
|
10.1
|
|
Performance-Based Restricted Stock Unit Award Agreement *
|
|
|
|
|
|
|
|
|
|
X
|
31.1
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Rick L. Wessel, Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
X
|
31.2
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by R. Douglas Orr, Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
X
|
32.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Rick L. Wessel, Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
X
|
32.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by R. Douglas Orr, Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
X
|
101
(1)
|
|
The following financial information from the Company's Quarterly Report on Form 10-Q for the first quarter of fiscal 2017, filed with the SEC on May 4, 2017, is formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets at March 31, 2017, March 31, 2016 and December 31, 2016, (ii) Condensed Consolidated Statements of Income for the three months ended March 31, 2017 and March 31, 2016, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2017 and March 31, 2016, (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2017 and March 31, 2016, (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and March 31, 2016 and (vi) Notes to Condensed Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
X
|
*
|
Indicates management contract or compensatory plan, contract or arrangement.
|
(1)
|
The XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
|
(a)
|
“Adjusted Net Income” means annual net income (as reported in the Company’s audited financial statements), adjusted to exclude the impact of (i) merger, acquisition, integration and/or restructuring costs, (ii) discontinued operations, (iii) the closing or contracting of the Company’s payday lending operations, and (iv) other unusual or nonrecurring events, as described in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year.
|
(b)
|
“New Store Additions” means the gross number of new store locations, whether newly opened or acquired.
|
(c)
|
“Performance Period” means the three fiscal-year period beginning on January 1, 20__ and ending December 31, 20__.
|
(d)
|
“Retirement” means Grantee’s voluntary termination of employment with the Company or an Affiliate after attaining age 62 with at least fifteen years of service with the Company or its Affiliates (including predecessor companies acquired by the Company or its Affiliates).
|
(e)
|
“Vesting Date” is defined in Section 2 of this Agreement.
|
(a)
|
Stock Units Earned During Performance Period
. The Stock Units have been credited to a bookkeeping account on behalf of Grantee and do not represent actual Shares of common stock. The Stock Units represent the right to earn and vest in between 0% and [125][150]% of the Target Award, payable in Shares of common stock on the Vesting Date (as defined below), depending on (i) the Company’s level of achievement of performance goals relating to Adjusted Net Income and New Store Additions for Performance Period in accordance with
Exhibit A
, and (ii) either (A) Grantee’s continued employment with the Company or its Affiliates through the end of the Performance Period or (B) Grantee’s Retirement during the Performance Period. As soon as practical following the Performance Period, the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) shall determine and certify (i) the Company’s level of achievement of the Adjusted Net Income and New Store Additions goals during the Performance Period, and (ii) the number of Stock Units that were earned based on such measures, provided, that in the event of Grantee’s Retirement, the number of Stock Units earned shall be prorated by multiplying the result by a fraction, the numerator of which is the number of whole months elapsed in the Performance Period prior to Grantee’s Retirement and the numerator of which is 36.
|
(b)
|
Stock Units Earned Upon Certain Employment Terminations
. In the event that (i) Grantee’s employment is terminated during the Performance Period due to death or Disability, or (ii) Grantee’s employment is terminated during the Performance Period without Cause or Grantee resigns for Good Reason, in either case within two years after the effective date of a Change in Control in which the Stock Units are assumed by the surviving entity or otherwise equitably converted or substituted, Grantee shall be deemed to have earned a pro rata number of Stock Units as of the date of termination based upon (A) an assumed achievement of 100% of the Target Adjusted Net Income Goal and Target New Store Additions Goal (as defined on
Exhibit A
), if the date of termination occurs during the first half of the Performance Period, or (B) the actual level of achievement of the Target Adjusted Net Income Goal and Target New Store Additions Goal against pro rata target levels (measured as of the end of the
|
(c)
|
Stock Units Earned Upon Change in Control
. In the event of a Change in Control during the Performance Period in which the Stock Units are not assumed by the surviving entity or otherwise equitably converted or substituted, Grantee shall be deemed to have earned a pro rata number of Stock Units as of the Change in Control based upon (A) an assumed achievement of 100% of the Target Adjusted Net Income Goal and Target New Store Additions Goal (as defined on
Exhibit A
), if the Change in Control occurs during the first half of the Performance Period, or (B) the actual level of achievement of the Target Adjusted Net Income Goal and Target New Store Additions Goal against pro rata target levels (measured as of the end of the calendar quarter immediately preceding the Change in Control), if the Change in Control occurs during the second half of the Performance Period, and, in either such case, the result shall be multiplied by a fraction, the numerator of which is the number of whole months elapsed in the Performance Period prior to the Change in Control and the numerator of which is 36.
|
(d)
|
Vesting of Stock Units
. Any Stock Units that are earned pursuant to Section 2(a), 2(b) or 2(c) above shall vest and become non-forfeitable on the earliest to occur of the following (the “Vesting Date”):
|
(i)
|
the third anniversary of the Grant Date, provided that Grantee has continued in the employment of the Company, its Affiliates, and/or its Subsidiaries through such date, or
|
(ii)
|
the termination of Grantee’s employment under circumstances described in Section 2(b) above, or
|
(iii)
|
the occurrence of a Change in Control in which the Stock Units are not assumed by the surviving entity or otherwise equitably converted or substituted, provided Grantee has continued in the employment of the Company, its Affiliates, and/or its Subsidiaries through such date.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of FirstCash, Inc. (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of FirstCash, Inc. (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|