Document
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
[ X ]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018
OR
[    ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________

Commission file number 001-10960

fcfslogo.jpg
FIRSTCASH, INC.
(Exact name of registrant as specified in its charter)
Delaware
75-2237318
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1600 West 7th Street, Fort Worth, Texas
76102
(Address of principal executive offices)
(Zip Code)

(817) 335-1100
(Registrant’s telephone number, including area code)

NONE
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     xYes   o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     xYes   o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
x  Large accelerated filer
o  Accelerated filer
o  Non-accelerated filer (Do not check if a smaller reporting company)
o  Smaller reporting company
 
o  Emerging growth company



 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     oYes   x No

As of April 23, 2018, there were 45,415,242 shares of common stock outstanding.





 
 

FIRSTCASH, INC.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2018

INDEX

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



 
 

CAUTIONARY STATEMENT REGARDING RISKS AND UNCERTAINTIES THAT MAY AFFECT FUTURE RESULTS

Forward-Looking Information

This quarterly report contains forward-looking statements about the business, financial condition and prospects of FirstCash, Inc. and its wholly owned subsidiaries (together, the “Company”). Forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such as “believes,” “projects,” “expects,” “may,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” “would,” “anticipates,” “potential,” “confident,” “optimistic” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, guidance, expectations and future plans. Forward-looking statements can also be identified by the fact these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties.

These forward-looking statements are made to provide the public with management’s current assessment of the Company’s business. Although the Company believes the expectations reflected in forward-looking statements are reasonable, there can be no assurances such expectations will prove to be accurate. Security holders are cautioned such forward-looking statements involve risks and uncertainties. Certain factors may cause results to differ materially from those anticipated by the forward-looking statements made in this quarterly report. Such factors may include, without limitation, the risks, uncertainties and regulatory developments discussed and described in (i) the Company’s 2017 annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2018, including the risks described in Part 1, Item 1A, “Risk Factors” thereof, (ii) in this quarterly report, and (iii) other reports filed with the SEC. Many of these risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. The forward-looking statements contained in this quarterly report speak only as of the date of this quarterly report, and the Company expressly disclaims any obligation or undertaking to report any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.




 
 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
FIRSTCASH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)
 
 
 
 
 
 
 
March 31,
 
December 31,
 
 
2018
 
2017
 
2017
ASSETS
 
 
 
 
 
 
Cash and cash equivalents
 
$
110,408

 
$
73,148

 
$
114,423

Fees and service charges receivable
 
40,022

 
38,021

 
42,736

Pawn loans
 
322,625

 
314,505

 
344,748

Consumer loans, net
 
17,447

 
22,209

 
23,522

Inventories
 
254,298

 
308,165

 
276,771

Income taxes receivable
 
24

 
18,419

 
19,761

Prepaid expenses and other current assets
 
21,575

 
14,331

 
20,236

Total current assets
 
766,399

 
788,798

 
842,197

 
 
 
 
 
 
 
Property and equipment, net
 
234,126

 
237,258

 
230,341

Goodwill
 
844,516

 
835,567

 
831,145

Intangible assets, net
 
91,764

 
101,594

 
93,819

Other assets
 
54,392

 
69,088

 
54,045

Deferred tax assets
 
12,499

 
11,249

 
11,237

Total assets
 
$
2,003,696

 
$
2,043,554

 
$
2,062,784

 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
Accounts payable and accrued liabilities
 
$
88,328

 
$
79,726

 
$
84,331

Customer deposits
 
35,692

 
36,983

 
32,019

Income taxes payable
 
12,266

 
1,041

 
4,221

Total current liabilities
 
136,286

 
117,750

 
120,571

 
 
 
 
 
 
 
Revolving unsecured credit facility
 
83,000

 
137,000

 
107,000

Senior unsecured notes
 
295,400

 
196,721

 
295,243

Deferred tax liabilities
 
49,063

 
74,368

 
47,037

Other liabilities
 
15,661

 
30,480

 
17,600

Total liabilities
 
579,410

 
556,319

 
587,451

 
 
 
 
 
 
 
Stockholders’ equity:
 
 
 
 
 
 
Preferred stock
 

 

 

Common stock
 
493

 
493

 
493

Additional paid-in capital
 
1,220,491

 
1,217,756

 
1,220,356

Retained earnings
 
525,847

 
410,874

 
494,457

Accumulated other comprehensive loss
 
(90,043
)
 
(96,801
)
 
(111,877
)
Common stock held in treasury, at cost
 
(232,502
)
 
(45,087
)
 
(128,096
)
Total stockholders’ equity
 
1,424,286

 
1,487,235

 
1,475,333

Total liabilities and stockholders’ equity
 
$
2,003,696

 
$
2,043,554

 
$
2,062,784

 
 
 
 
 
 
 
The accompanying notes are an integral part
of these condensed consolidated financial statements.

1

 
 

FIRSTCASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited, in thousands, except per share amounts)
 
 
 
 
 
Three Months Ended
 
 
March 31,
 
 
2018
 
2017
Revenue:
 
 
 
 
Retail merchandise sales
 
$
269,841

 
$
259,994

Pawn loan fees
 
129,793

 
128,251

Wholesale scrap jewelry sales
 
34,725

 
38,111

Consumer loan and credit services fees
 
15,441

 
21,220

Total revenue
 
449,800

 
447,576

 
 
 
 
 
Cost of revenue:
 
 
 
 
Cost of retail merchandise sold
 
174,497

 
165,635

Cost of wholesale scrap jewelry sold
 
32,495

 
34,949

Consumer loan and credit services loss provision
 
3,727

 
4,092

Total cost of revenue
 
210,719

 
204,676

 
 
 
 
 
Net revenue
 
239,081

 
242,900

 
 
 
 
 
Expenses and other income:
 
 
 
 
Store operating expenses
 
138,561

 
136,744

Administrative expenses
 
28,002

 
33,238

Depreciation and amortization
 
11,283

 
14,243

Interest expense
 
6,198

 
6,113

Interest income
 
(981
)
 
(327
)
Merger and other acquisition expenses
 
239

 
647

Total expenses and other income
 
183,302

 
190,658

 
 
 
 
 
Income before income taxes
 
55,779

 
52,242

 
 
 
 
 
Provision for income taxes
 
14,144

 
19,597

 
 
 
 
 
Net income
 
$
41,635

 
$
32,645

 
 
 
 
 
Net income per share:
 
 
 
 
Basic
 
$
0.90

 
$
0.67

Diluted
 
$
0.90

 
$
0.67

 
 
 
 
 
Dividends declared per common share
 
$
0.22

 
$
0.19

 
 
 
 
 
The accompanying notes are an integral part
of these condensed consolidated financial statements.

2

 
 

FIRSTCASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands)
 
 
 
 
 
Three Months Ended
 
 
March 31,
 
 
2018
 
2017
Net income
 
$
41,635

 
$
32,645

Other comprehensive income:
 
 
 
 
Currency translation adjustment
 
21,834

 
23,005

Comprehensive income
 
$
63,469

 
$
55,650

 
 
 
 
 
 The accompanying notes are an integral part
of these condensed consolidated financial statements.

FIRSTCASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(unaudited, in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred
Stock
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accum-
ulated
Other
Compre-
hensive
Loss
 
Common Stock
Held in Treasury
 
Total
Stock-
holders’
Equity
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
 
 
Shares
 
Amount
 
 
Balance at 12/31/2017
 

 
$

 
49,276

 
$
493

 
$
1,220,356

 
$
494,457

 
$
(111,877
)
 
2,362

 
$
(128,096
)
 
$
1,475,333

Shares issued under share-based com-pensation plan
 

 

 

 

 
(1,240
)
 

 

 
(22
)
 
1,240

 

Share-based compensa-tion expense
 

 

 

 

 
1,375

 

 

 

 

 
1,375

Net income
 

 

 

 

 

 
41,635

 

 

 

 
41,635

Dividends paid
 

 

 

 

 

 
(10,245
)
 

 

 

 
(10,245
)
Currency translation adjustment
 

 

 

 

 

 

 
21,834

 

 

 
21,834

Purchases of treasury stock
 

 

 

 

 

 

 

 
1,378

 
(105,646
)
 
(105,646
)
Balance at 3/31/2018
 

 
$

 
49,276

 
$
493

 
$
1,220,491

 
$
525,847

 
$
(90,043
)
 
3,718

 
$
(232,502
)
 
$
1,424,286

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying notes are an integral part
of these condensed consolidated financial statements.

3

 
 

FIRSTCASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
CONTINUED
(unaudited, in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred
Stock
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accum-
ulated
Other
Compre-
hensive
Loss
 
Common Stock
Held in Treasury
 
Total
Stock-
holders’
Equity
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
 
 
Shares
 
Amount
 
 
Balance at 12/31/2016
 

 
$

 
49,276

 
$
493

 
$
1,217,969

 
$
387,401

 
$
(119,806
)
 
769

 
$
(36,071
)
 
$
1,449,986

Shares issued under share-based com-pensation plan
 

 

 

 

 
(440
)
 

 

 
(10
)
 
440

 

Exercise of stock options
 

 

 

 

 
(549
)
 

 

 
(13
)
 
549

 

Share-based compensa-tion expense
 

 

 

 

 
776

 

 

 

 

 
776

Net income
 

 

 

 

 

 
32,645

 

 

 

 
32,645

Dividends paid
 

 

 

 

 

 
(9,172
)
 

 

 

 
(9,172
)
Currency translation adjustment
 

 

 

 

 

 

 
23,005

 

 

 
23,005

Purchases of treasury stock
 

 

 

 

 

 

 

 
228

 
(10,005
)
 
(10,005
)
Balance at 3/31/2017
 

 
$

 
49,276

 
$
493

 
$
1,217,756

 
$
410,874

 
$
(96,801
)
 
974

 
$
(45,087
)
 
$
1,487,235

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying notes are an integral part
of these condensed consolidated financial statements.

4

 
 

FIRSTCASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
 
 
Three Months Ended
 
 
March 31,
 
 
2018
 
2017
Cash flow from operating activities:
 
 
 
 
Net income
 
$
41,635

 
$
32,645

Adjustments to reconcile net income to net cash flow provided by operating activities:
 
 
 
 
Non-cash portion of credit loss provision
 
1,874

 
2,639

Share-based compensation expense
 
1,375

 
776

Depreciation and amortization expense
 
11,283

 
14,243

Amortization of debt issuance costs
 
480

 
467

Amortization of favorable/(unfavorable) lease intangibles, net
 
(466
)
 
(237
)
Deferred income taxes, net
 
1,609

 
12,550

Changes in operating assets and liabilities, net of business combinations:
 
 
 
 
Fees and service charges receivable
 
3,844

 
3,865

Inventories
 
7,715

 
6,796

Prepaid expenses and other assets
 
(3,174
)
 
11,594

Accounts payable, accrued liabilities and other liabilities
 
(2,478
)
 
(29,071
)
Income taxes
 
27,619

 
7,598

Net cash flow provided by operating activities
 
91,316

 
63,865

Cash flow from investing activities:
 
 
 
 
Loan receivables, net of cash repayments
 
56,220

 
67,189

Purchases of property and equipment
 
(8,837
)
 
(8,076
)
Acquisitions of pawn stores, net of cash acquired
 
(13,364
)
 
(854
)
Net cash flow provided by investing activities
 
34,019

 
58,259

Cash flow from financing activities:
 
 
 
 
Borrowings from revolving unsecured credit facility
 
61,000

 
15,000

Repayments of revolving unsecured credit facility
 
(85,000
)
 
(138,000
)
Purchases of treasury stock
 
(100,019
)
 
(10,005
)
Dividends paid
 
(10,245
)
 
(9,172
)
Net cash flow used in financing activities
 
(134,264
)
 
(142,177
)
Effect of exchange rates on cash
 
4,914

 
3,246

Change in cash and cash equivalents
 
(4,015
)
 
(16,807
)
Cash and cash equivalents at beginning of the period
 
114,423

 
89,955

Cash and cash equivalents at end of the period
 
$
110,408

 
$
73,148

 
 
 
 
 
The accompanying notes are an integral part
of these condensed consolidated financial statements.

5

 
 

FIRSTCASH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 1 - Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated balance sheet at December 31, 2017, which is derived from audited financial statements, and the unaudited condensed consolidated financial statements, including the notes thereto, include the accounts of FirstCash, Inc. and its wholly-owned subsidiaries (together, the “Company”). The Company regularly makes acquisitions and the results of operations for the acquired stores have been consolidated since the acquisition dates. All significant intercompany accounts and transactions have been eliminated. See Note 3.

These unaudited consolidated financial statements are condensed and do not include all disclosures and footnotes required by generally accepted accounting principles in the United States of America for complete financial statements. These interim period financial statements should be read in conjunction with the Company’s consolidated financial statements, which are included in the Company’s annual report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2018. The condensed consolidated financial statements as of March 31, 2018 and 2017, and for the three month periods ended March 31, 2018 and 2017, are unaudited, but in management’s opinion include all adjustments (consisting of only normal recurring adjustments) considered necessary to present fairly the financial position, results of operations and cash flow for such interim periods. Operating results for the period ended March 31, 2018 are not necessarily indicative of the results that may be expected for the full fiscal year.

The Company has significant operations in Latin America, where in Mexico, Guatemala and Colombia the functional currency is the Mexican peso, Guatemalan quetzal and Colombian peso, respectively. Accordingly, the assets and liabilities of these subsidiaries are translated into U.S. dollars at the exchange rate in effect at each balance sheet date, and the resulting adjustments are accumulated in other comprehensive income (loss) as a separate component of stockholders’ equity. Revenues and expenses are translated at the average exchange rates occurring during the three month periods ended March 31, 2018 and 2017. The Company also has operations in El Salvador where the reporting and functional currency is the U.S. dollar.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 is a comprehensive revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the Financial Accounting Standards Board issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606),” which delayed the effective date of ASU 2014-09 by one year. In addition, between March 2016 and December 2016, the Financial Accounting Standards Board issued ASU No. 2016-08, “Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting revenue gross versus net)” (“ASU 2016-08”), ASU No. 2016-10, “Identifying Performance Obligations and Licensing” (“ASU 2016-10”), ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), and ASU No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers” (“ASU 2016-20”). ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 clarify certain aspects of ASU 2014-09 and provide additional implementation guidance. ASU 2014-09, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 (collectively, “ASC 606”) became effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017 for public companies. Entities are permitted to adopt ASC 606 using one of two methods: (a) full retrospective adoption, meaning the standard is applied to all periods presented, or (b) modified retrospective adoption, meaning the cumulative effect of applying the new standard is recognized as an adjustment to the opening retained earnings balance.

The Company adopted ASC 606 as of January 1, 2018 using the modified retrospective method. The adoption of ASC 606 did not impact the Company’s revenue recognition for pawn loan fees, consumer loan fees, or credit services fees, as each of these revenue streams is outside of the scope of ASC 606. Further, the Company has not identified any impacts to its consolidated financial statements that were material as a result of the adoption of ASC 606 for its retail merchandise sales or wholesale scrap jewelry sales revenue streams. The Company has not changed the presentation of its consolidated financial statements for assets, liabilities, or revenues from contracts with customers, nor has the Company recognized any cumulative effect adjustment as a result of the adoption of ASC 606.

6

 
 

In February 2016, the Financial Accounting Standards Board issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires a lessee to recognize, in the statement of financial position, a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. Leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. Lessor accounting remains largely unchanged. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods, with early adoption permitted. An entity will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently assessing the potential impact of ASU 2016-02 on its consolidated financial statements.

In June 2016, the Financial Accounting Standards Board issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. ASU 2016-13 is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently assessing the potential impact of ASU 2016-13 on its consolidated financial statements.

In August 2016, the Financial Accounting Standards Board issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing existing diversity in practice. ASU 2016-15 became effective for public entities for fiscal years beginning after December 15, 2017. The adoption of ASU 2016-15 did not have a material effect on the Company’s consolidated financial statements or financial statement disclosures.

In January 2017, the Financial Accounting Standards Board issued ASU No. 2017-01, “Business Combinations (Topic 805) - Clarifying the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 provides amendments to clarify the definition of a business and affects all companies and other reporting organizations that must determine whether they have acquired or sold a business. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance became effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years and should be applied prospectively as of the beginning of the period of adoption. The adoption of ASU 2017-01 did not have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.

In January 2017, the Financial Accounting Standards Board issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). These amendments eliminate step 2 from the goodwill impairment test. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017 and should be adopted on a prospective basis. The Company does not expect ASU 2017-04 to have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.

In March 2018, the Financial Accounting Standards Board issued ASU No 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118” (“ASU 2018-05”), which became effective immediately. ASU 2018-05 adds various SEC paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”). See Note 6 for additional information regarding the adoption of ASU 2018-05.


7

 
 

Note 2 - Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):
 
 
Three Months Ended
 
 
March 31,
 
 
2018
 
2017
Numerator:
 
 
 
 
Net income
 
$
41,635

 
$
32,645

 
 
 
 
 
Denominator (in thousands):
 
 
 
 
Weighted-average common shares for calculating basic earnings per share
 
46,426

 
48,389

Effect of dilutive securities:
 
 
 
 
Stock options and nonvested common stock awards
 
53

 
13

Weighted-average common shares for calculating diluted earnings per share
 
46,479

 
48,402

 
 
 
 
 
Net income per share:
 
 
 
 
Basic
 
$
0.90

 
$
0.67

Diluted
 
$
0.90

 
$
0.67


Note 3 - Acquisitions

Consistent with the Company’s strategy to continue its expansion of pawn stores in selected markets, during the three months ended March 31, 2018, the Company acquired 126 stores in Mexico and three single pawn stores located in the U.S. in four separate transactions. The all-cash aggregate purchase price for these acquisitions was $15.5 million, net of cash acquired and subject to future post-closing adjustments. The purchases were composed of $13.4 million in cash paid during the three months ended March 31, 2018 and remaining payables to the sellers of approximately $2.1 million. The purchase price of each acquisition was allocated to assets and liabilities acquired based upon their estimated fair market values at the date of acquisition. The excess purchase price over the estimated fair market value of the net assets acquired and liabilities assumed has been recorded as goodwill. The goodwill arising from these acquisitions consists largely of the synergies and economies of scale expected from combining the operations of the Company and the pawn stores acquired. These acquisitions were not material individually or in the aggregate to the Company’s consolidated financial statements.

Note 4 - Long-Term Debt

The following table details the Company’s long-term debt at the respective principal amounts, net of unamortized debt issuance costs (in thousands):

 
March 31,
 
December 31,
 
2018
 
2017
 
2017
Senior unsecured notes:
 
 
 
 
 
5.375% senior notes due 2024 (1)
$
295,400

 
$

 
$
295,243

6.75% senior notes due 2021 (2)

 
196,721

 

 
$
295,400

 
$
196,721

 
$
295,243

 
 
 
 
 
 
Revolving unsecured credit facility, maturing 2022
$
83,000

 
$
137,000

 
$
107,000


(1)
As of March 31, 2018 and December 31, 2017, deferred debt issuance costs of $4.6 million and $4.8 million, respectively, are included as a direct deduction from the carrying amount of the senior unsecured notes due 2024 in the accompanying condensed consolidated balance sheets.


8

 
 

(2) 
As of March 31, 2017, deferred debt issuance costs of $3.3 million are included as a direct deduction from the carrying amount of the senior unsecured notes due 2021 in the accompanying condensed consolidated balance sheets.

Senior Unsecured Notes

On May 30, 2017, the Company issued $300.0 million of 5.375% senior notes due on June 1, 2024 (the “Notes”), all of which are currently outstanding. Interest on the Notes is payable semi-annually in arrears on June 1 and December 1. The Notes are fully and unconditionally guaranteed on a senior unsecured basis jointly and severally by all of the Company's existing and future domestic subsidiaries that guarantee its primary revolving bank credit facility. The Notes will permit the Company to make restricted payments, such as purchasing shares of its stock and paying cash dividends, in an unlimited amount if, after giving pro forma effect to the incurrence of any indebtedness to make such payment, the Company's consolidated total debt ratio (“Net Debt Ratio”) is less than 2.25 to 1. The Net Debt Ratio is defined generally in the indenture governing the Notes as the ratio of (1) the total consolidated debt of the Company minus cash and cash equivalents of the Company to (2) the Company’s consolidated trailing twelve months EBITDA, as adjusted to exclude certain non-recurring expenses and giving pro forma effect to operations acquired during the measurement period.

Revolving Credit Facility

At March 31, 2018, the Company maintained a line of credit with a group of U.S. based commercial lenders (the “2016 Credit Facility”) in the amount of $400.0 million, which matures on September 2, 2022. At March 31, 2018, the Company had $83.0 million in outstanding borrowings and $5.1 million in outstanding letters of credit under the 2016 Credit Facility, leaving $311.9 million available for future borrowings. The 2016 Credit Facility bears interest, at the Company’s option, at either (i) the prevailing London Interbank Offered Rate (“LIBOR”) (with interest periods of 1 week or 1, 2, 3 or 6 months at the Company’s option) plus a fixed spread of 2.5% or (ii) the prevailing prime or base rate plus a fixed spread of 1.5%. The agreement has a LIBOR floor of 0%. Additionally, the Company is required to pay an annual commitment fee of 0.50% on the average daily unused portion of the 2016 Credit Facility commitment. The weighted-average interest rate on amounts outstanding under the 2016 Credit Facility at March 31, 2018 was 4.25% based on 1 week LIBOR. Under the terms of the 2016 Credit Facility, the Company is required to maintain certain financial ratios and comply with certain financial covenants. The 2016 Credit Facility also contains customary restrictions on the Company’s ability to incur additional debt, grant liens, make investments, consummate acquisitions and similar negative covenants with customary carve-outs and baskets. The Company was in compliance with the requirements and covenants of the 2016 Credit Facility as of March 31, 2018. During the three months ended March 31, 2018, the Company made net payments of $24.0 million pursuant to the 2016 Credit Facility.

Note 5 - Fair Value of Financial Instruments

The fair value of financial instruments is determined by reference to various market data and other valuation techniques, as appropriate. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The three fair value levels are (from highest to lowest):

Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.

Recurring Fair Value Measurements

As of March 31, 2018, 2017 and December 31, 2017, the Company did not have any financial assets or liabilities measured at fair value on a recurring basis.

Fair Value Measurements on a Nonrecurring Basis

The Company measures non-financial assets and liabilities such as property and equipment and intangible assets at fair value on a nonrecurring basis or when events or circumstances indicate that the carrying amount of the assets may be impaired.


9

 
 

Financial Assets and Liabilities Not Measured at Fair Value

The Company’s financial assets and liabilities as of March 31, 2018, 2017 and December 31, 2017 that are not measured at fair value in the condensed consolidated balance sheets are as follows (in thousands):

 
 
Carrying Value
 
Estimated Fair Value
 
 
March 31,
 
March 31,
 
Fair Value Measurements Using
 
 
2018
 
2018
 
Level 1
 
Level 2
 
Level 3
Financial assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
110,408

 
$
110,408

 
$
110,408

 
$

 
$

Pawn loans
 
322,625

 
322,625

 

 

 
322,625

Consumer loans, net
 
17,447

 
17,447

 

 

 
17,447

Fees and service charges receivable
 
40,022

 
40,022

 

 

 
40,022

 
 
$
490,502

 
$
490,502

 
$
110,408

 
$

 
$
380,094

 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
 
 
 
Revolving unsecured credit facility
 
$
83,000

 
$
83,000

 
$

 
$
83,000

 
$

Senior unsecured notes, outstanding principal
 
300,000

 
305,000

 

 
305,000

 

 
 
$
383,000

 
$
388,000

 
$

 
$
388,000

 
$


 
 
Carrying Value
 
Estimated Fair Value
 
 
March 31,
 
March 31,
 
Fair Value Measurements Using
 
 
2017
 
2017
 
Level 1
 
Level 2
 
Level 3
Financial assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
73,148

 
$
73,148

 
$
73,148

 
$

 
$

Pawn loans
 
314,505

 
314,505

 

 

 
314,505

Consumer loans, net
 
22,209

 
22,209

 

 

 
22,209

Fees and service charges receivable
 
38,021

 
38,021

 

 

 
38,021

 
 
$
447,883

 
$
447,883

 
$
73,148

 
$

 
$
374,735

 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
 
 
 
Revolving unsecured credit facility
 
$
137,000

 
$
137,000

 
$

 
$
137,000

 
$

Senior unsecured notes, outstanding principal
 
200,000

 
208,000

 

 
208,000

 

 
 
$
337,000

 
$
345,000

 
$

 
$
345,000

 
$



10

 
 

 
 
Carrying Value
 
Estimated Fair Value
 
 
December 31,
 
December 31,
 
Fair Value Measurements Using
 
 
2017
 
2017
 
Level 1
 
Level 2
 
Level 3
Financial assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
114,423

 
$
114,423

 
$
114,423

 
$

 
$

Pawn loans
 
344,748

 
344,748

 

 

 
344,748

Consumer loans, net
 
23,522

 
23,522

 

 

 
23,522

Fees and service charges receivable
 
42,736

 
42,736

 

 

 
42,736

 
 
$
525,429

 
$
525,429

 
$
114,423

 
$

 
$
411,006

 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
 
 
 
Revolving unsecured credit facility
 
$
107,000

 
$
107,000

 
$

 
$
107,000

 
$

Senior unsecured notes, outstanding principal
 
300,000

 
314,000

 

 
314,000

 

 
 
$
407,000

 
$
421,000

 
$

 
$
421,000

 
$


As cash and cash equivalents have maturities of less than three months, the carrying value of cash and cash equivalents approximates fair value. Due to their short-term maturities, the carrying value of pawn loans and fees and service charges receivable approximate fair value. Short-term loans and installment loans, collectively, represent consumer loans, net on the accompanying condensed consolidated balance sheets and are carried net of the allowance for estimated loan losses, which is calculated by applying historical loss rates combined with recent default trends to the gross consumer loan balance. The unobservable inputs used to calculate the fair value of these loans include historical loss rates, recent default trends and estimated remaining loan terms. Therefore, the carrying value approximates the fair value.

The carrying value of the Company’s revolving unsecured credit facility approximates fair value as of March 31, 2018, 2017 and December 31, 2017. The fair value of the senior unsecured notes have been estimated based on a discounted cash flow analysis using a discount rate representing the Company’s estimate of the rate that would be used by market participants. Changes in assumptions or estimation methodologies may have a material effect on these estimated fair values.

Note 6 - Income Taxes

On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was enacted into law. The Tax Act significantly changed U.S. corporate income tax law by, among other things, reducing the U.S. corporate income tax rate from 35% to 21% starting in 2018 and creating a territorial tax system with a one-time mandatory tax on previously deferred foreign earnings of U.S. corporations.

The Company’s effective tax rate for the three months ended March 31, 2018 was 25.4% compared to 37.5%, for the three months ended March 31, 2017. The decrease in the effective tax rate for the three months ended March 31, 2018 reflects the reduced U.S. corporate income tax rate as a result of the passage of the Tax Act blended with the statutory tax rates of the Company’s foreign subsidiaries which are 30%, 25% and 30% in Mexico, Guatemala and El Salvador, respectively.

In December 2017, the SEC issued SAB 118 to address concerns about reporting entities’ ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Act in the period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Tax Act are incomplete by the due date of the financial statements and if possible to provide a reasonable estimate. As a result of the Tax Act, the Company recorded a provisional net income tax benefit of $27.3 million in fourth quarter of 2017. As of March 31, 2018, no adjustments to the estimates used to determine the provisional net tax benefit have been made. Any adjustments will be included in the provision for income taxes in the reporting period in which any such adjustments are determined, which will be no later than the fourth quarter of 2018. See Note 11 in the accompanying notes to the consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2017 for further information on the provisional income tax benefit.


11

 
 

Note 7 - Segment Information

The Company organizes its operations into two reportable segments as follows:

U.S. operations - Includes all pawn and consumer loan operations in the U.S.
Latin America operations - Includes all pawn and consumer loan operations in Latin America, which currently includes operations in Mexico, Guatemala, El Salvador and Colombia

The following tables present reportable segment information for the three month period ended March 31, 2018 and 2017 (in thousands):

 
 
Three Months Ended March 31, 2018
 
 
U.S.
Operations
 
Latin America
Operations
 
Corporate
 
Consolidated
Revenue:
 
 
 
 
 
 
 
 
Retail merchandise sales
 
$
186,052

 
$
83,789

 
$

 
$
269,841

Pawn loan fees
 
96,242

 
33,551

 

 
129,793

Wholesale scrap jewelry sales
 
29,457

 
5,268

 

 
34,725

Consumer loan and credit services fees
 
15,039

 
402

 

 
15,441

Total revenue
 
326,790

 
123,010

 

 
449,800

 
 
 
 
 
 
 
 
 
Cost of revenue:
 
 
 
 
 
 
 
 
Cost of retail merchandise sold
 
120,616

 
53,881

 

 
174,497

Cost of wholesale scrap jewelry sold
 
27,653

 
4,842

 

 
32,495

Consumer loan and credit services loss provision
 
3,644

 
83

 

 
3,727

Total cost of revenue
 
151,913

 
58,806

 

 
210,719

 
 
 
 
 
 
 
 
 
Net revenue
 
174,877

 
64,204

 

 
239,081

 
 
 
 
 
 
 
 
 
Expenses and other income:
 
 
 
 
 
 
 
 
Store operating expenses
 
104,383

 
34,178

 

 
138,561

Administrative expenses
 

 

 
28,002

 
28,002

Depreciation and amortization
 
5,555

 
2,709

 
3,019

 
11,283

Interest expense
 

 

 
6,198

 
6,198

Interest income
 

 

 
(981
)
 
(981
)
Merger and other acquisition expenses
 

 

 
239

 
239

Total expenses and other income
 
109,938

 
36,887

 
36,477

 
183,302

 
 
 
 
 
 
 
 
 
Income (loss) before income taxes
 
$
64,939

 
$
27,317

 
$
(36,477
)
 
$
55,779



12

 
 

 
 
Three Months Ended March 31, 2017
 
 
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

Wholesale scrap jewelry sales
 
32,897

 
5,214

 

 
38,111

Consumer loan and credit services fees
 
20,815

 
405

 

 
21,220

Total revenue
 
349,196

 
98,380

 

 
447,576

 
 
 
 
 
 
 
 
 
Cost of revenue:
 
 
 
 
 
 
 
 
Cost of retail merchandise sold
 
123,497

 
42,138

 

 
165,635

Cost of wholesale scrap jewelry sold
 
30,682

 
4,267

 

 
34,949

Consumer loan and credit services loss provision
 
3,990

 
102

 

 
4,092

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 (loss) before income taxes
 
$
76,640

 
$
20,700

 
$
(45,098
)
 
$
52,242




13

 
 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of financial condition, results of operations, liquidity and capital resources of FirstCash, Inc. and its wholly-owned subsidiaries (the “Company”) should be read in conjunction with the Company’s condensed consolidated financial statements and accompanying notes included under Part I, Item 1 of this quarterly report on Form 10-Q, as well as with the audited consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s annual report on Form 10-K for the year ended December 31, 2017.

GENERAL   

The Company is a leading operator of retail-based pawn stores with over 2,200 store locations in the U.S. and Latin America. The Company’s pawn stores generate significant retail sales primarily from the merchandise acquired through collateral forfeitures and over-the-counter purchases from customers. The stores also offer pawn loans to help customers meet small short-term cash needs. Personal property, such as consumer electronics, jewelry, power tools, household appliances, sporting goods and musical instruments, is pledged as collateral for the pawn loans and held by the Company over the term of the loan plus a stated grace period. In addition, some of the Company’s pawn stores offer consumer loans or credit services products. The Company’s strategy is to focus on growing its retail-based pawn operations in the U.S. and Latin America through new store openings and strategic acquisition opportunities as they arise. Pawn operations, which include retail merchandise sales, pawn loan fees and wholesale scrap jewelry sales, accounted for approximately 97% and 95% of the Company’s consolidated revenue during the three month periods ended March 31, 2018 and 2017, respectively.

The Company organizes its operations into two reportable segments. The U.S. operations segment consists of all pawn and consumer loan operations in the U.S. and the Latin America operations segment consists of all pawn and consumer loan operations in Latin America, which currently includes operations in Mexico, Guatemala, El Salvador and Colombia.

The Company recognizes pawn loan fee revenue on a constant-yield basis over the life of the pawn loan for all pawn loans of which the Company deems collection to be probable based on historical redemption statistics. If a pawn loan is not repaid prior to the expiration of the loan term, including any extension or grace period, if applicable, the property is forfeited to the Company and transferred to inventory at a value equal to the principal amount of the loan, exclusive of accrued pawn fee revenue. The Company records merchandise sales revenue at the time of the sale and presents merchandise sales net of any sales or value-added taxes collected. The Company does not provide direct financing to customers for the purchase of its merchandise, but does permit its customers to purchase merchandise on an interest-free layaway plan. Should the customer fail to make a required payment pursuant to a layaway plan, the previous payments are typically forfeited to the Company. Interim payments from customers on layaway sales are recorded as deferred revenue and subsequently recorded as income during the period in which final payment is received or when previous payments are forfeited to the Company. Some jewelry is processed at third-party facilities and the precious metal and diamond content is sold at either prevailing market commodity prices or a previously agreed upon price with a commodity buyer. The Company records revenue from these wholesale scrap jewelry transactions when a price has been agreed upon and the Company ships the commodity to the buyer.

The Company operates a small number of stand-alone consumer finance stores in the U.S. and Mexico. These stores provide consumer financial services products including credit services and consumer loans. In addition, 360 of the Company’s pawn stores also offer credit services and/or consumer loans as an ancillary product, which products have been deemphasized by the Company in recent years due to regulatory constraints and increased internet based competition for such products. Beginning in fiscal 2018, the Company no longer offers fee-based check cashing services in its company-owned, non-franchised stores. Consumer loan and credit services revenue accounted for approximately 3% and 5% of consolidated revenue during the three month periods ended March 31, 2018 and 2017, respectively.

The Company recognizes service fee income on consumer loan transactions on a constant-yield basis over the life of the loan and recognizes credit services fees ratably over the life of the extension of credit made by independent third-party lenders. Changes in the valuation reserve on consumer loans and credit services transactions are charged or credited to the consumer loan credit loss provision. The credit loss provision associated with the Company’s credit services organization program and consumer loans is based primarily upon historical credit loss experience, with consideration given to recent credit loss trends, delinquency rates, economic conditions and management’s expectations of future credit losses.


14

 
 

Operating expenses consist of all items directly related to the operation of the Company’s stores, including salaries and related payroll costs, rent, utilities, facilities maintenance, advertising, property taxes, licenses, supplies and security. Administrative expenses consist of items relating to the operation of the corporate offices, including the compensation and benefit costs of corporate management, area supervisors and other operations management personnel, collection operations and personnel, accounting and administrative costs, information technology costs, liability and casualty insurance, outside legal and accounting fees and stockholder-related expenses. Merger and other acquisition expenses primarily include incremental costs directly associated with the merger and integration of Cash America International, Inc. (“Cash America”), including professional fees, legal expenses, severance, retention and other employee-related costs, accelerated vesting of certain equity compensation awards, contract breakage costs and costs related to consolidation of technology systems and corporate facilities. See below for further information regarding the merger.

The Company’s business is subject to seasonal variations and operating results for the current quarter are not necessarily indicative of the results of operations for the full year. Typically, the Company experiences seasonal growth of service fees in the third and fourth quarter of each year due to loan balance growth. Service fees generally decline in the first and second quarter of each year after the heavy repayment period of pawn and consumer loans associated with statutory bonuses received by customers in the fourth quarter in Mexico and with tax refund proceeds received by customers in the first quarter in the U.S. Retail sales are seasonally higher in the fourth quarter associated with holiday shopping and, to a lesser extent, in the first quarter associated with tax refunds.

Stores included in the same-store calculations presented in this report are those stores that were opened or acquired prior to the beginning of the prior-year comparative period and remained open through the end of the reporting period. Also included are stores that were relocated during the applicable period within a specified distance serving the same market where there is not a significant change in store size and where there is not a significant overlap or gap in timing between the opening of the new store and the closing of the existing store.

On September 1, 2016, the Company completed its merger with Cash America, whereby Cash America merged with and into a wholly owned subsidiary of the Company (the “Merger”). The accompanying unaudited condensed consolidated results of operations for the three month periods ended March 31, 2018 and 2017 include the results of operations for Cash America and are therefore included in the same-store calculations referred to above. In addition, legacy First Cash and legacy Cash America same-store calculations have also been presented in this report to provide additional insight into the results of operations at each of the store brands given the significant integration activities impacting the legacy Cash America stores. These legacy same-store calculations refer to each brand’s respective stores that were opened prior to the beginning of the prior-year comparative fiscal period and remained open through the end of the reporting period.

15

 
 

OPERATIONS AND LOCATIONS

As of March 31, 2018, the Company had 2,238 store locations in 26 U.S. states (including the District of Columbia), 32 states in Mexico, Guatemala, El Salvador and Colombia, which represents a net store-count increase of 7% over the number of stores at March 31, 2017.
 
The following table details store count activity for the three months ended March 31, 2018:

 
 
 
 
Consumer
 
 
 
 
Pawn
 
Loan
 
Total
 
 
Locations (1), (2)
 
Locations (2), (3)
 
Locations
U.S.:
 
 
 
 
 
 
Total locations, beginning of period
 
1,068

 
44

 
1,112

Locations acquired
 
3

 

 
3

Locations closed or consolidated
 
(7
)
 
(3
)
 
(10
)
Total locations, end of period
 
1,064

 
41

 
1,105

 
 
 
 
 
 
 
Latin America:
 
 
 
 
 
 
Total locations, beginning of period
 
971

 
28

 
999

New locations opened
 
11

 

 
11

Locations acquired
 
126

 

 
126

Locations closed or consolidated
 
(3
)
 

 
(3
)
Total locations, end of period
 
1,105

 
28

 
1,133

 
 
 
 
 
 
 
Total:
 
 
 
 
 
 
Total locations, beginning of period
 
2,039

 
72

 
2,111

New locations opened
 
11

 

 
11

Locations acquired
 
129

 

 
129

Locations closed or consolidated
 
(10
)
 
(3
)
 
(13
)
Total locations, end of period
 
2,169

 
69

 
2,238


(1) 
At March 31, 2018, 311 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 closed 10 pawn stores, seven in the U.S. and three in Latin America, during the first quarter of 2018, which were primarily smaller format stores emphasizing payday lending or underperforming locations which were consolidated into existing stores, an opportunity driven by acquisitions and the Merger. Additionally, three consumer loan stores were closed in the U.S. during the quarter.

(3) 
The Company’s U.S. free-standing consumer loan locations offer consumer loans and/or credit services products and are located in Ohio, Texas, California and limited markets in Mexico. Subsequent to March 31, 2018, the Company entered into an agreement to sell the assets of the eight remaining California consumer loan locations included in this table. The table does not include 62 check cashing locations operated by independent franchises under franchising agreements with the Company.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, related revenue and expenses, and disclosure of gain and loss contingencies at the date of the financial statements. Such estimates, assumptions and judgments are subject to a number of risks and uncertainties, which may cause actual results to differ materially from the Company’s estimates. The significant accounting policies that the Company believes are the most critical to aid in fully understanding and evaluating its reported financial results have been reported in the Company’s 2017 annual report on Form 10-K. There have been no changes to the Company’s significant accounting policies for the three months ended March 31, 2018.

16

 
 


Recent Accounting Pronouncements

See Note 1 - Significant Accounting Policies of the condensed consolidated financial statements contained in Part I, Item 1 of this report for a discussion of recent accounting pronouncements that the Company has adopted or will adopt in future periods.

RESULTS OF OPERATIONS (unaudited)

Constant Currency Results

The Company’s management reviews and analyzes certain operating results in Latin America on a constant currency basis because the Company believes this better represents the Company’s underlying business trends. Constant currency results are non-GAAP measures, which exclude the effects of foreign currency translation and are calculated by translating current-year results at prior-year average exchange rates. The scrap jewelry generated in Latin America is sold and settled in U.S. dollars and therefore, wholesale scrap jewelery sales revenue is not affected by foreign currency translation. A small percentage of the operating and administrative expenses in Latin America are also billed and paid in U.S. dollars which are not affected by foreign currency translation.

Business operations in Mexico, Guatemala and Colombia are transacted in Mexican pesos, Guatemalan quetzales and Colombian pesos, respectively. The Company also has operations in El Salvador where the reporting and functional currency is the U.S. dollar. The following table provides exchange rates for the Mexican peso, Guatemalan quetzal and Colombian peso for the current and prior-year periods:  

 
 
March 31,
 
Favorable /
 
 
2018
 
2017
 
(Unfavorable)
Mexican peso / U.S. dollar exchange rate:
 
 
 
 
 
 
 
 
End-of-period
 
18.3
 
18.8
 
 
3
 %
 
Three months ended
 
18.8
 
20.4
 
 
8
 %
 
 
 
 
 
 
 
 
 
 
Guatemalan quetzal / U.S. dollar exchange rate:
 
 
 
 
 
 
 
 
End-of-period
 
7.4
 
7.3
 
 
(1
)%
 
Three months ended
 
7.4
 
7.4
 
 
 %
 
 
 
 
 
 
 
 
 
 
Colombian peso / U.S. dollar exchange rate:
 
 
 
 
 
 
 
 
End-of-period
 
2,780
 
2,880
 
 
3
 %
 
Three months ended
 
2,859
 
2,921
 
 
2
 %
 

Amounts presented on a constant currency basis are denoted as such. See “—Non-GAAP Financial Information” for additional discussion of constant currency operating results.


17

 
 

Operating Results for the Three Months Ended March 31, 2018 Compared to the Three Months Ended March 31, 2017

U.S. Operations Segment

The following table details earning assets, which consist of pawn loans, inventories and consumer loans, net as well as other earning asset metrics of the U.S. operations segment as of March 31, 2018 as compared to March 31, 2017 (dollars in thousands, except as otherwise noted):

 
Balance at March 31,
 
Increase /
 
2018
 
2017
 
(Decrease)
U.S. Operations Segment
 
 
 
 
 
 
 
 
 
Earning assets:
 
 
 
 
 
 
 
 
 
Pawn loans
$
237,022

 
$
244,233

 
 
(3
)%
 
Inventories
 
187,526

 
 
257,531

 
 
(27
)%
 
Consumer loans, net (1)
 
17,084

 
 
21,833

 
 
(22
)%
 
 
$
441,632

 
$
523,597

 
 
(16
)%
 
 
 
 
 
 
 
 
 
 
 
Average outstanding pawn loan amount (in ones)
$
164

 
$
154

 
 
6
 %
 
 
 
 
 
 
 
 
 
 
 
Composition of pawn collateral:
 
 
 
 
 
 
 
 
 
General merchandise
34
%
 
36
%
 
 
 
 
Jewelry
66
%
 
64
%
 
 
 
 
 
100
%
 
100
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Composition of inventories:
 
 
 
 
 
 
 
 
 
General merchandise
39
%
 
44
%
 
 
 
 
Jewelry
61
%
 
56
%
 
 
 
 
 
100
%
 
100
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of inventory aged greater than one year
5
%
 
12
%
 
 
 
 

(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 $7.1 million and $9.1 million as of March 31, 2018 and 2017, respectively.


18

 
 

The following table presents segment pre-tax operating income of the U.S. operations segment for the three months ended March 31, 2018 as compared to the three months ended March 31, 2017 (dollars in thousands). Store operating expenses include salary and benefit expense of store-level employees, occupancy costs, bank charges, security, insurance, utilities, supplies and other costs incurred by the stores.

 
 
Three Months Ended
 
 
 
 
 
 
March 31,
 
 
 
 
2018
 
2017
 
Decrease
U.S. Operations Segment
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
Retail merchandise sales
 
$
186,052

 
$
193,666

 
 
(4
)%
 
Pawn loan fees
 
96,242

 
101,818

 
 
(5
)%
 
Wholesale scrap jewelry sales
 
29,457

 
32,897

 
 
(10
)%
 
Consumer loan and credit services fees
 
15,039

 
20,815

 
 
(28
)%
 
Total revenue
 
326,790

 
349,196

 
 
(6
)%
 
 
 
 
 
 
 
 
 
 
Cost of revenue:
 
 
 
 
 
 
 
 
Cost of retail merchandise sold
 
120,616

 
123,497

 
 
(2
)%
 
Cost of wholesale scrap jewelry sold
 
27,653

 
30,682

 
 
(10
)%
 
Consumer loan and credit services loss provision
 
3,644

 
3,990

 
 
(9
)%