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)~~

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. x☒Yes 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). x☒Yes 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~~



~~Table of Contents~~ ☒	Large accelerated filer	☐	Accelerated filer
☐	Non-accelerated filer	☐	Smaller reporting company
		☐	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). o☐ Yes x☒ No

As of ~~October 25, 2017,~~July 20, 2021, there were ~~47,186,687~~40,451,966 shares of common stock outstanding.

~~FORM 10-Q FOR THE QUARTER ENDED~~ ~~SEPTEMBER 30, 2017~~

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~~While 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~~developments: (1) related to the COVID-19 pandemic, including the unknown duration and severity of the COVID-19 pandemic, which may be impacted by variants of the COVID-19 virus and the timing, availability and efficacy of the COVID-19 vaccines in the jurisdictions in which the Company operates, the impact of governmental responses that have been, and may in the future be, imposed in response to the pandemic, including stimulus programs which could adversely impact lending demand and regulations which could adversely affect the Company’s ability to continue to fully operate, potential changes in consumer behavior and shopping patterns which could impact demand for both the Company’s pawn loan and retail products, changes in the economic conditions in the United States and Latin America, which potentially could have an impact on discretionary consumer spending or impact demand for pawn loan products, and currency fluctuations, primarily involving the Mexican peso, and (2) discussed and described in ~~(i)~~ the Company’s ~~2016 annual report~~most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) ~~on March 1, 2017,~~, including the risks described in Part 1, Item 1A, “Risk Factors” thereof, ~~(ii) in this quarterly report,~~ and ~~(iii) the~~ other reports filed subsequently by the Company 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.


FIRSTCASH, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)

	June 30,				December 31,
	2021		2020		2020
ASSETS
Cash and cash equivalents	$	50,061	$	70,956	$	65,850
Fees and service charges receivable	40,183		30,418		41,110
Pawn loans	312,166		230,383		308,231

Inventories	216,955		179,967		190,352
Income taxes receivable	7,324		4,988		9,634
Prepaid expenses and other current assets	11,698		10,865		9,388

Total current assets	638,387		527,577		624,565

Property and equipment, net	404,283		341,114		373,667
Operating lease right of use asset	299,223		283,063		298,957
Goodwill	1,017,273		929,575		977,381
Intangible assets, net	83,372		84,389		83,651
Other assets	9,406		9,037		9,818
Deferred tax assets	4,489		7,764		4,158
Total assets	$	2,456,433	$	2,182,519	$	2,372,197

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued liabilities	$	103,331	$	69,810	$	81,917
Customer deposits	44,486		35,439		34,719
Income taxes payable	369		13,230		1,148
Lease liability, current	89,027		83,580		88,622
Total current liabilities	237,213		202,059		206,406

Revolving unsecured credit facilities	163,000		200,000		123,000

Senior unsecured notes	493,303		296,923		492,916
Deferred tax liabilities	75,912		67,842		71,173
Lease liability, non-current	196,189		182,915		194,887

Total liabilities	1,165,617		949,739		1,088,382

Stockholders’ equity:

Common stock	493		493		493
Additional paid-in capital	1,219,948		1,226,512		1,221,788
Retained earnings	828,040		763,810		789,303
Accumulated other comprehensive loss	(115,790)		(172,150)		(118,432)
Common stock held in treasury, at cost	(641,875)		(585,885)		(609,337)
Total stockholders’ equity	1,290,816		1,232,780		1,283,815
Total liabilities and stockholders’ equity	$	2,456,433	$	2,182,519	$	2,372,197

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

FIRSTCASH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)

September 30, December 31,
2017 2016 2016
ASSETS
Cash and cash equivalents $ 93,411
$ 83,356
$ 89,955
Fees and service charges receivable 45,134
45,708
41,013
Pawn loans 371,367
373,169
350,506
Consumer loans, net 24,515
27,792
29,204
Inventories 308,683
332,862
330,683
Income taxes receivable 27,867
36,449
25,510
Prepaid expenses and other current assets 23,818
31,935
25,264
Investment in common stock of Enova —
54,786
—
Total current assets 894,795
986,057
892,135

Property and equipment, net 234,309
240,749
236,057
Goodwill 834,883
865,350
831,151
Intangible assets, net 95,991
106,502
104,474
Other assets 59,054
69,125
71,679
Deferred tax assets 12,694
9,912
9,707
Total assets $ 2,131,726
$ 2,277,695
$ 2,145,203

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities $ 94,769
$ 129,997
$ 109,354
Customer deposits 37,626
37,591
33,536
Income taxes payable 3,763
910
738
Total current liabilities 136,158
168,498
143,628

Revolving unsecured credit facilities 140,000
360,000
260,000
Senior unsecured notes 294,961
196,373
196,545
Deferred tax liabilities 73,203
42,125
61,275
Other liabilities 19,725
77,645
33,769
Total liabilities 664,047
844,641
695,217

Stockholders’ equity:
Preferred stock —
—
—
Common stock 493
493
493
Additional paid-in capital 1,219,589
1,217,820
1,217,969
Retained earnings 436,159
359,926
387,401
Accumulated other comprehensive loss (88,445 ) (109,114 ) (119,806 )
Common stock held in treasury, at cost (100,117 ) (36,071 ) (36,071 )
Total stockholders’ equity 1,467,679
1,433,054
1,449,986
Total liabilities and stockholders’ equity $ 2,131,726
$ 2,277,695
$ 2,145,203

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


FIRSTCASH, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited, in thousands, except per share amounts)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Revenue:
Retail merchandise sales	$	265,567	$	287,400	$	537,609	$	584,029
Pawn loan fees	109,909		101,990		225,431		244,105
Wholesale scrap jewelry sales	14,102		22,785		34,477		49,156
Consumer loan and credit services fees	0		571		0		1,946
Total revenue	389,578		412,746		797,517		879,236

Cost of revenue:
Cost of retail merchandise sold	153,424		171,511		310,577		356,206
Cost of wholesale scrap jewelry sold	11,932		18,357		29,129		41,204
Consumer loan and credit services loss provision	0		(223)		0		(584)
Total cost of revenue	165,356		189,645		339,706		396,826

Net revenue	224,222		223,101		457,811		482,410

Expenses and other income:
Store operating expenses	139,128		141,051		276,452		294,551
Administrative expenses	27,398		28,386		58,397		61,288
Depreciation and amortization	10,902		10,324		21,514		20,998
Interest expense	7,198		6,974		14,428		15,392
Interest income	(119)		(525)		(277)		(710)
Merger and acquisition expenses	1,086		134		1,252		202
(Gain) loss on foreign exchange	(577)		(614)		(310)		2,071

Write-off of certain Cash America merger related lease intangibles	401		182		1,279		3,812
Impairment of certain other assets	0		0		0		1,900
Total expenses and other income	185,417		185,912		372,735		399,504

Income before income taxes	38,805		37,189		85,076		82,906

Provision for income taxes	10,378		11,316		22,934		24,115

Net income	$	28,427	$	25,873	$	62,142	$	58,791

Earnings per share:
Basic	$	0.70	$	0.62	$	1.52	$	1.41
Diluted	$	0.70	$	0.62	$	1.52	$	1.41

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

FIRSTCASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(unaudited, in thousands, except per share amounts)

Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
Revenue:
Retail merchandise sales $ 246,334
$ 152,215
$ 750,150
$ 386,534
Pawn loan fees 132,545
79,505
383,428
182,816
Wholesale scrap jewelry sales 37,528
18,956
107,285
35,906
Consumer loan and credit services fees 19,005
10,477
58,754
21,079
Total revenue 435,412
261,153
1,299,617
626,335

Cost of revenue:
Cost of retail merchandise sold 161,350
93,399
483,458
239,166
Cost of wholesale scrap jewelry sold 36,831
16,977
102,370
30,701
Consumer loan and credit services loss provision 6,185
3,413
15,419
5,780
Total cost of revenue 204,366
113,789
601,247
275,647

Net revenue 231,046
147,364
698,370
350,688

Expenses and other income:
Store operating expenses 138,966
80,574
412,780
190,563
Administrative expenses 29,999
24,500
93,542
58,277
Depreciation and amortization 13,872
7,281
42,804
17,165
Interest expense 6,129
5,073
17,827
13,859
Interest income (418 ) (138 ) (1,138 ) (636 )
Merger and other acquisition expenses 911
29,398
3,164
33,877
Loss on extinguishment of debt 20
—
14,114
—
Net loss on sale of common stock of Enova —
253
—
253
Total expenses and other income 189,479
146,941
583,093
313,358

Income before income taxes 41,567
423
115,277
37,330

Provision for income taxes 13,293
1,835
39,119
13,895

Net income (loss) $ 28,274
$ (1,412 ) $ 76,158
$ 23,435

Net income (loss) per share:
Basic $ 0.59
$ (0.04 ) $ 1.58
$ 0.77
Diluted $ 0.59
$ (0.04 ) $ 1.58
$ 0.77

Dividends declared per common share $ 0.190
$ 0.125
$ 0.570
$ 0.375

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


FIRSTCASH, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Net income	$	28,427	$	25,873	$	62,142	$	58,791
Other comprehensive income (loss):
Currency translation adjustment	14,977		8,322		2,642		(75,181)
Comprehensive income (loss)	$	43,404	$	34,195	$	64,784	$	(16,390)

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

FIRSTCASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)

Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
Net income (loss) $ 28,274
$ (1,412 ) $ 76,158
$ 23,435
Other comprehensive income (loss):
Currency translation adjustment (4,981 ) (12,248 ) 31,361
(28,951 )
Change in fair value of investment in common stock of Enova ⁽¹⁾
—
(1,753 ) —
(1,753 )
Comprehensive income (loss) $ 23,293
$ (15,413 ) $ 107,519
$ (7,269 )

(1) Net of tax benefit of $1,031 for the three and nine months ended September 30, 2016.

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 12/31/2016 —
$ —
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 —
—
—
—
(242 ) —
—
(13 ) 549
307
Share-based compensa-tion expense —
—
—
—
2,302
—
—
—
—
2,302
Net income —
—
—
—
—
76,158
—
—
—
76,158
Dividends paid —
—
—
—
—
(27,400 ) —
—
—
(27,400 )
Currency translation adjustment —
—
—
—
—
—
31,361
—
—
31,361
Repurchases of treasury stock —
—
—
—
—
—
—
1,182
(65,035 ) (65,035 )
Balance at 9/30/2017 —
$ —
49,276
$ 493
$ 1,219,589
$ 436,159
$ (88,445 ) 1,928
$ (100,117 ) $ 1,467,679

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


FIRSTCASH, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(unaudited, in thousands, except per share amounts)

Six Months Ended June 30, 2021
	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
As of 12/31/2020		49,276	$	493	$	1,221,788	$	789,303	$	(118,432)	8,238	$	(609,337)	$	1,283,815
Shares issued under share-based compensation plan, net of 28 shares net-settled		—	—		(7,090)		—		—		(73)	5,427		(1,663)


Share-based compensation expense		—	—		3,625		—		—		—	—		3,625
Net income		—	—		—		33,715		—		—	—		33,715
Cash dividends ($0.27 per share)		—	—		—		(11,097)		—		—	—		(11,097)
Currency translation adjustment		—	—		—		—		(12,335)		—	—		(12,335)
Purchases of treasury stock		—	—		—		—		—		84	(4,967)		(4,967)

As of 3/31/2021		49,276	$	493	$	1,218,323	$	811,921	$	(130,767)	8,249	$	(608,877)	$	1,291,093




Share-based compensation expense		—	—		1,625		—		—		—	—		1,625
Net income		—	—		—		28,427		—		—	—		28,427
Cash dividends ($0.30 per share)		—	—		—		(12,308)		—		—	—		(12,308)
Currency translation adjustment		—	—		—		—		14,977		—	—		14,977
Purchases of treasury stock		—	—		—		—		—		452	(32,998)		(32,998)

As of 6/30/2021		49,276	$	493	$	1,219,948	$	828,040	$	(115,790)	8,701	$	(641,875)	$	1,290,816


















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

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 12/31/2015 —
$ —
40,288
$ 403
$ 202,393
$ 643,604
$ (78,410 ) 12,052
$ (336,608 ) $ 431,382
Shares issued under share-based com-pensation plan —
—
7
—
(3,903 ) —
—
(83 ) 3,903
—
Shares issued upon merger with Cash America —
—
20,181
202
1,015,305
—
—
—
—
1,015,507
Share-based compensa-tion expense —
—
—
—
4,025
—
—
—
—
4,025
Net income —
—
—
—
—
23,435
—
—
—
23,435
Dividends paid —
—
—
—
—
(10,591 ) —
—
—
(10,591 )
Change in fair value of investment in common stock of Enova, net of tax —
—
—
—
—
—
(1,753 ) —
—
(1,753 )
Currency translation adjustment —
—
—
—
—
—
(28,951 ) —
—
(28,951 )
Retirement of treasury stock —
—
(11,200 ) (112 ) —
(296,522 ) —
(11,200 ) 296,634
—
Balance at 9/30/2016 —
$ —
49,276
$ 493
$ 1,217,820
$ 359,926
$ (109,114 ) 769
$ (36,071 ) $ 1,433,054

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



Table of Contents


FIRSTCASH, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
CONTINUED
(unaudited, in thousands, except per share amounts)

Six Months Ended June 30, 2020
	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
As of 12/31/2019		49,276	$	493	$	1,231,528	$	727,476	$	(96,969)	6,947	$	(512,493)	$	1,350,035
Shares issued under share-based compensation plan, net of 46 shares net-settled		—	—		(10,266)		—		—		(93)	6,939		(3,327)


Share-based compensation expense		—	—		2,851		—		—		—	—		2,851
Net income		—	—		—		32,918		—		—	—		32,918
Cash dividends ($0.27 per share)		—	—		—		(11,268)		—		—	—		(11,268)
Currency translation adjustment		—	—		—		—		(83,503)		—	—		(83,503)
Purchases of treasury stock		—	—		—		—		—		981	(80,331)		(80,331)

As of 3/31/2020		49,276	$	493	$	1,224,113	$	749,126	$	(180,472)	7,835	$	(585,885)	$	1,207,375



Share-based compensation expense		—	—		2,399		—		—		—	—		2,399
Net income		—	—		—		25,873		—		—	—		25,873
Cash dividends ($0.27 per share)		—	—		—		(11,189)		—		—	—		(11,189)
Currency translation adjustment		—	—		—		—		8,322		—	—		8,322


As of 6/30/2020		49,276	$	493	$	1,226,512	$	763,810	$	(172,150)	7,835	$	(585,885)	$	1,232,780
























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

FIRSTCASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Nine Months Ended
September 30,
2017 2016
Cash flow from operating activities:
Net income $ 76,158
$ 23,435
Adjustments to reconcile net income to net cash flow provided by operating activities:
Non-cash portion of credit loss provision 10,012
2,368
Share-based compensation expense 2,302
4,025
Net loss on sale of common stock of Enova —
253
Depreciation and amortization expense 42,804
17,165
Amortization of debt issuance costs 1,322
1,083
Amortization of favorable/(unfavorable) lease intangibles, net (744 ) (58 )
Loss on extinguishment of debt 14,114
—
Deferred income taxes, net 11,137
8,665
Changes in operating assets and liabilities, net of business combinations:
Fees and service charges receivable (3,017 ) (2,630 )
Inventories 5,206
(4,924 )
Prepaid expenses and other assets 7,819
1,774
Accounts payable, accrued liabilities and other liabilities (21,036 ) 2,990
Income taxes 2,769
(13,672 )
Net cash flow provided by operating activities 148,846
40,474
Cash flow from investing activities:
Loan receivables, net of cash repayments 5,261
(31,486 )
Purchases of property and equipment (26,595 ) (23,426 )
Portion of aggregate merger consideration paid in cash, net of cash acquired —
(8,251 )
Acquisitions of pawn stores, net of cash acquired (1,141 ) (28,756 )
Proceeds from sale of common stock of Enova —
2,962
Net cash flow used in investing activities (22,475 ) (88,957 )
Cash flow from financing activities:
Borrowings from revolving credit facilities 181,000
396,000
Repayments of revolving credit facilities (301,000 ) (94,000 )
Repayments of debt assumed from acquisitions —
(238,532 )
Issuance of senior unsecured notes 300,000
—
Repurchase/redemption of senior unsecured notes (200,000 ) —
Repurchase/redemption premiums paid on senior unsecured notes (10,895 ) —
Debt issuance costs paid (5,342 ) (2,340 )
Purchases of treasury stock (65,035 ) —
Proceeds from exercise of share-based compensation awards 307
—
Dividends paid (27,400 ) (10,591 )
Net cash flow provided by (used in) financing activities (128,365 ) 50,537
Effect of exchange rates on cash 5,450
(5,652 )
Change in cash and cash equivalents 3,456
(3,598 )
Cash and cash equivalents at beginning of the period 89,955
86,954
Cash and cash equivalents at end of the period $ 93,411
$ 83,356

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



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FIRSTCASH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
	Six Months Ended
	June 30,
	2021		2020
Cash flow from operating activities:
Net income	$	62,142	$	58,791
Adjustments to reconcile net income to net cash flow provided by operating activities:
Non-cash portion of consumer loan credit loss provision	0		(833)
Share-based compensation expense	5,250		5,250
Depreciation and amortization expense	21,514		20,998
Amortization of debt issuance costs	793		772


Write-off of certain Cash America merger related lease intangibles	1,279		3,812
Impairment of certain other assets	0		1,900

Deferred income taxes, net	4,444		8,557
Changes in operating assets and liabilities, net of business combinations:
Fees and service charges receivable	1,369		14,265
Inventories purchased directly from customers, wholesalers or manufacturers	(9,173)		21,143
Prepaid expenses and other assets	(2,107)		271
Accounts payable, accrued liabilities and other liabilities	26,748		4,294
Income taxes	1,490		4,079
Net cash flow provided by operating activities	113,749		143,299
Cash flow from investing activities:
Loan receivables, net (1)	(8,492)		178,279
Purchases of furniture, fixtures, equipment and improvements	(21,025)		(20,476)
Purchases of store real property	(29,096)		(19,596)

Acquisitions of pawn stores, net of cash acquired	(49,334)		(7,764)

Net cash flow (used in) provided by investing activities	(107,947)		130,443
Cash flow from financing activities:
Borrowings from unsecured credit facilities	227,000		143,925
Repayments of unsecured credit facilities	(187,000)		(282,433)





Debt issuance costs paid	0		(134)
Purchases of treasury stock	(36,427)		(80,331)


Payment of withholding taxes on net share settlements of restricted stock awards	(1,663)		(3,327)
Dividends paid	(23,405)		(22,457)
Net cash flow used in financing activities	(21,495)		(244,757)
Effect of exchange rates on cash	(96)		(4,556)
Change in cash and cash equivalents	(15,789)		24,429
Cash and cash equivalents at beginning of the period	65,850		46,527
Cash and cash equivalents at end of the period	$	50,061	$	70,956

(1)Includes the funding of new loans net of cash repayments and recovery of principal through the sale of inventories acquired from forfeiture of pawn collateral.

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


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FIRSTCASH, INC.

NOTES TO ~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~(In thousands except per share amounts, unless otherwise indicated)~~

Note 1 - General

~~Note~~ 1 ~~- Significant Accounting Policies~~

Basis of Presentation

The accompanying ~~condensed~~ consolidated balance sheet at as of December 31, ~~2016~~,2020, 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.

These unaudited consolidated financial statements ~~are condensed and do not include all disclosures and footnotes required by~~have been prepared in accordance with U.S. generally accepted accounting principles in(“GAAP”) for interim financial information and with the ~~United States of America~~rules and regulations for ~~complete~~reporting on Form 10-Q. Accordingly, they do not include certain information and disclosures required for comprehensive 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~~Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2020, filed with the Securities and Exchange Commission (the “SEC”) on ~~March~~February 1, ~~2017.~~2021. The ~~condensed~~ consolidated financial statements as of ~~September~~June 30, ~~2017~~2021 and ~~2016,~~2020, and for the three month and ~~nine~~six month periods ended ~~September~~June 30, ~~2017~~2021 and ~~2016,~~2020, 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 periods ended ~~September~~June 30, ~~2017~~2021 are not necessarily indicative of the results that may be expected for the full ~~fiscal~~ year.

On September 1, 2016, the Company completed its merger with Cash America International, Inc. (“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 and nine month periods ended September 30, 2017 include the results of operations for Cash America, while the comparable prior-year periods include the results of operations for Cash America for the period September 2, 2016 to September 30, 2016, affecting comparability of 2017 and 2016 amounts. The Company has performed a valuation analysis of identifiable assets acquired and liabilities assumed and allocated the aggregate Merger consideration based on the fair values of those identifiable assets and liabilities.

The Company has ~~significant~~ operations in Latin America, where in Mexico, Guatemala and ~~Guatemala~~Colombia, the functional currency is the Mexican peso, ~~and~~ Guatemalan quetzal ~~respectively.~~and Colombian peso. 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 and nine month periods ended September 30, 2017 and 2016.~~respective period. The Company also has operations in El Salvador where the reporting and functional currency is the U.S. dollar.

Continuing Impact of COVID-19

The COVID-19 pandemic impacted the Company’s business and results of operations in a variety of ways beginning in the second quarter of 2020 and continuing into 2021. The extent to which COVID-19 continues to impact the Company’s operations, results of operations, liquidity and financial condition will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the unknown duration and severity of the COVID-19 pandemic, which may be impacted by variants of the COVID-19 virus and the adoption rate of the COVID-19 vaccines in the jurisdictions in which the Company operates, and the actions taken to contain the impact of COVID-19, as well as further actions taken to limit the resulting economic impact. In particular, government stimulus and other transfer programs have and may continue to have a material adverse impact on demand for pawn loans in future periods.

Use of Estimates

The preparation of interim financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and related revenue and expenses, and the disclosure of gain and loss contingencies at the date of the financial statements. Such estimates and assumptions are subject to a number of risks and uncertainties, which may cause actual results to differ materially from the Company’s estimates.

Reclassification

Certain amounts in the consolidated financial statements as of and for the six months ended June 30, 2020 have been reclassified in order to conform to the 2021 presentation.


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Recent Accounting Pronouncements

In ~~May 2014,~~December 2019, the Financial Accounting Standards Board issued ASU ~~No. 2014-09, “Revenue from Contracts with Customers~~No 2019-12, “Income Taxes (Topic ~~606)”~~740): Simplifying the Accounting for Income Taxes” (“ASU ~~2014-09”~~2019-12”). 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 clarify2019-12 removes 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”) become effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017 for public companies. Early adoption is permitted but not before annual reporting periods beginning after December 15, 2016. Entities are permitted to adopt ASC 606 using one of two methods: (a) full retrospective



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~~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~~exceptions to the ~~opening retained earnings balance.~~

The Company plans to adopt ASC 606 using the modified retrospective method. The Company does not believe the adoption of ASC 606 will impact the Company’s revenue recognition for pawn loan fees or consumer loan fees, as it believes neither is within the scope of ASC 606. Further, the Company has not identified any impacts to its consolidated financial statements that it believes will be material as a result of the adoption of ASC 606 for other revenue streams (retail merchandise sales, credit services fees and wholesale scrap jewelry sales), although it continues to evaluate the impact of adoption.

~~In July 2015, the Financial~~general principles in Topic 740 in Generally Accepted Accounting ~~Standards Board issued~~Principles. ASU No. 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”). ASU 2015-11 requires inventory be measured at the lower of cost or net realizable value. ASU 2015-11 defines net realizable value as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory measured using last-in, first-out (“LIFO”) or the retail inventory method are excluded from the scope of this update. ASU 2015-11 requires prospective application and is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2015-11 as of January 1, 2017, and the guidance was applied prospectively. There were no changes to the Company’s financial position, results of operations, financial statement disclosures or valuation of inventory.

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 2016-132019-12 is effective for public entities for fiscal years beginning after December 15, ~~2019,~~2020, with early adoption permitted. The ~~Company is currently assessing the potential impact~~adoption of ASU ~~2016-13~~2019-12 did not have a material effect on ~~its consolidated~~the Company’s current financial ~~statements.~~position, results of operations or financial statement disclosures.

In ~~August 2016,~~March 2020, the Financial Accounting Standards Board issued ASU ~~No. 2016-15, “Statement~~No 2020-04, “Reference Rate Reform (Topic 848): Facilitation of ~~Cash Flows (Topic 230): Classification~~the Effects of ~~Certain Cash Receipts and Cash Payments”~~Reference Rate Reform on Financial Reporting” (“ASU ~~2016-15”~~2020-04”). ASU ~~2016-15 clarifies how companies present~~2020-04 provides temporary optional expedients and ~~classify certain cash receipts~~exceptions to the GAAP guidance on contract modifications and ~~cash payments in~~hedge accounting to ease the ~~statement of cash flows.~~financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. ASU ~~2016-15 addresses eight specific cash flow issues with~~2020-04 was effective beginning on March 12, 2020, and the ~~objective of reducing existing diversity in practice. ASU 2016-15 is effective for public entities for fiscal years beginning after~~Company may elect to apply the amendments prospectively through December ~~15, 2017, with early adoption permitted.~~31, 2022. The Company does not expect ASU ~~2016-15 to have a material effect on the Company’s consolidated financial statements or current 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 is 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. Early adoption is permitted under certain circumstances. The Company does not expect ASU 2017-012020-04 to 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

Note 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,



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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.

~~Note~~ 2 - Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per ~~share:~~share (in thousands, except per share amounts):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Numerator:
Net income	$	28,427	$	25,873	$	62,142	$	58,791



Denominator:
Weighted-average common shares for calculating basic earnings per share	40,754		41,440		40,893		41,676
Effect of dilutive securities:
Stock options and restricted stock unit awards	48		91		36		93
Weighted-average common shares for calculating diluted earnings per share	40,802		41,531		40,929		41,769

Earnings per share:
Basic	$	0.70	$	0.62	$	1.52	$	1.41
Diluted	$	0.70	$	0.62	$	1.52	$	1.41

Note 3 - Acquisitions

Consistent with the Company’s strategy to continue its expansion of pawn stores in strategic markets, during the six months ended June 30, 2021, the Company acquired 28 pawn stores in the U.S. in 2 separate transactions. The aggregate purchase price for these acquisitions totaled $50.7 million, net of cash acquired and subject to future post-closing adjustments. The aggregate purchase price was composed of $48.4 million in cash paid at closing and remaining short-term amounts payable to the sellers of approximately $2.3 million.

The purchase price of each of the 2021 acquisitions was allocated to assets acquired and liabilities assumed based upon the estimated fair market values at the date of acquisition. The excess purchase price over the estimated fair market value of the net assets acquired 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.

Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
Numerator:
Net income (loss) $ 28,274
$ (1,412 ) $ 76,158
$ 23,435

Denominator (in thousands):
Weighted-average common shares for calculating basic earnings per share 47,628
34,631
48,090
30,372
Effect of dilutive securities:
Stock options and nonvested stock awards 40
—
27
—
Weighted-average common shares for calculating diluted earnings per share 47,668
34,631
48,117
30,372

Net income (loss) per share:
Basic $ 0.59
$ (0.04 ) $ 1.58
$ 0.77
Diluted $ 0.59
$ (0.04 ) $ 1.58
$ 0.77


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The estimated fair value of the assets acquired and liabilities assumed are preliminary, as the Company is gathering information to finalize the valuation of these assets and liabilities. The preliminary allocation of the aggregate purchase prices for these individually immaterial acquisitions during the six months ended June 30, 2021 is as follows (in thousands):


Pawn loans	$	5,658
Pawn loan fees receivable	306

Inventories	5,481
Other current assets	161
Property and equipment	839
Goodwill (1)	38,920
Intangible assets	620

Current liabilities	(1,271)


Aggregate purchase price	$	50,714

(1)Substantially all of the goodwill is expected to be deductible for U.S. income tax purposes.

The results of operations for the acquired stores have been consolidated since the respective acquisition dates. During 2021, revenue from the acquired stores was $3.7 million and the loss from the combined acquisitions since the acquisition dates (including $0.9 million of transaction and integration costs, net of tax) was approximately $0.1 million.

Note 34 - Operating Leases

The Company leases the majority of its pawnshop locations under operating leases and determines if an arrangement is or contains a lease at inception. Many leases include both lease and non-lease components, which the Company accounts for separately. Lease components include rent, taxes and insurance costs while non-lease components include common area or other maintenance costs. Operating leases are included in operating lease right of use assets, lease liability, current and lease liability, non-current in the consolidated balance sheets. The Company does not have any finance leases.

Leased facilities are generally leased for a term of three to five years with one or more options to renew for an additional three to five years, typically at the Company’s sole discretion. In addition, the majority of these leases can be terminated early upon an adverse change in law which negatively affects the store’s profitability. The Company regularly evaluates renewal and termination options to determine if the Company is reasonably certain to exercise the option, and excludes these options from the lease term included in the recognition of the operating lease right of use asset and lease liability until such certainty exists. The weighted-average remaining lease term for operating leases as of June 30, 2021 and 2020 was 4.1 years and 3.9 years, respectively.

The operating lease right of use asset and lease liability is recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The Company’s leases do not provide an implicit rate and therefore, it uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. The Company utilizes a portfolio approach for determining the incremental borrowing rate to apply to groups of leases with similar characteristics. The weighted-average discount rate used to measure the lease liability as of June 30, 2021 and 2020 was 6.6% and 7.6%, respectively.

The Company has certain operating leases in Mexico which are denominated in U.S. dollars. The liability related to these leases is considered a monetary liability, and requires remeasurement each reporting period into the functional currency (Mexican pesos) using reporting date exchange rates. The remeasurement results in the recognition of foreign currency exchange gains or losses each reporting period, which can produce a certain level of earnings volatility. The Company recognized a foreign currency gain of $0.7 million and $0.4 million during the three months ended June 30, 2021 and 2020, respectively, related to the remeasurement of these U.S. dollar denominated operating leases, which is included in (gain) loss on foreign exchange in the accompanying consolidated statements of income. During the six months ended June 30, 2021 and 2020, the Company recognized a foreign currency gain of $0.1 million and a loss of $3.9 million, respectively, related to these U.S. dollar denominated leases.


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Lease expense is recognized on a straight-line basis over the lease term, with variable lease expense recognized in the period such payments are incurred. The following table details the components of lease expense included in store operating expenses in the consolidated statements of income during the three and six months ended June 30, 2021 and 2020 (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Operating lease expense	$	31,374	$	29,425	$	62,439	$	60,635
Variable lease expense (1)	3,939		3,403		7,773		6,948
Total operating lease expense	$	35,313	$	32,828	$	70,212	$	67,583

(1)Variable lease costs consist primarily of taxes, insurance and common area or other maintenance costs paid based on actual costs incurred by the lessor and can therefore vary over the lease term.

The following table details the maturity of lease liabilities for all operating leases as of June 30, 2021 (in thousands):


Six months ending December 31, 2021	$	55,118
2022	93,320
2023	73,240
2024	49,834
2025	24,806
Thereafter	29,285
Total	$	325,603
Less amount of lease payments representing interest	(40,387)
Total present value of lease payments	$	285,216

The following table details supplemental cash flow information related to operating leases for the six months ended June 30, 2021 and 2020 (in thousands):


	Six Months Ended
	June 30,
	2021		2020
Cash paid for amounts included in the measurement of operating lease liabilities	$	56,570	$	56,165
Leased assets obtained in exchange for new operating lease liabilities	$	49,209	$	46,096


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Note 5 - Long-Term Debt

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


	As of June 30,				As of December 31,
	2021		2020		2020

Revolving unsecured credit facility, maturing 2024 (1)	163,000		200,000		123,000
5.375% senior unsecured notes due 2024 (2)	0		296,923		0
4.625% senior unsecured notes due 2028 (3)	493,303		0		492,916

Total long-term debt	$	656,303	$	496,923	$	615,916

September 30, December 31,
2017 2016 2016
Senior unsecured notes:
5.375% senior notes due 2024 ⁽¹⁾
$ 294,961
$ —
$ —
6.75% senior notes due 2021 ⁽²⁾
—
196,373
196,545
$ 294,961
$ 196,373
$ 196,545

Revolving unsecured credit facility, maturing 2022 $ 140,000
$ 360,000
$ 260,000

(1)Debt issuance costs related to the Company’s revolving unsecured credit facilities are included in other assets in the accompanying consolidated balance sheets.


⁽¹⁾	~~As of September 30, 2017, deferred debt issuance costs of $5,039~~ (2)As of June 30, 2020, deferred debt issuance costs of $3.1 million are included ~~as a direct deduction from the carrying amount of the senior unsecured notes due 2024 in the accompanying condensed consolidated balance sheets.~~


⁽²⁾	As of September 30, 2016 and December 31, 2016, deferred debt issuance costs of $3,627 and $3,455, respectively, are included as a direct deduction from the carrying amount of the senior unsecured notes due 2021 in the accompanying condensed consolidated balance sheets.



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~~Senior Unsecured Notes~~

On May 30, 2017, the Company completed an offering of $300,000 of 5.375% senior notes due on June 1, 2024 (the “Notes”). Interest on the Notes will be payable semi-annually in arrears on June 1 and December 1, commencing on December 1, 2017. The Notes were sold to the placement agents as initial purchasers for resale only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in accordance with Regulation S under the Securities Act. The Company used the proceeds from the offering to repurchase, or otherwise redeem, its outstanding $200,000, 6.75% senior notes due 2021 (the “2021 Notes”), to repay borrowings under the Company’s credit facility and to pay related fees and expenses associated with the Notes offering and the repurchase and redemption of the 2021 Notes. The Company capitalized approximately $5,200 in issuance costs, which consisted primarily of placement agent fees and legal and other professional expenses. The issuance costs are being amortized over the life of the Notes as a component of interest expense and are carried as a direct deduction from the carrying amount of the ~~Notes~~senior unsecured notes due 2024 in the accompanying ~~condensed~~ consolidated balance sheets.

(3)As of June 30, 2021 and December 31, 2020, deferred debt issuance costs of $6.7 million and $7.1 million, respectively, are included as a direct deduction from the carrying amount of the senior unsecured notes due 2028 in the accompanying consolidated balance sheets.

Revolving Unsecured Credit Facility

As of June 30, 2021, the Company maintained an unsecured line of credit with a group of U.S. based commercial lenders (the “Credit Facility”) in the amount of $500.0 million. The Credit Facility matures on December 19, 2024. As of June 30, 2021, the Company had $163.0 million in outstanding borrowings and $3.4 million in outstanding letters of credit under the Credit Facility, leaving $333.6 million available for future borrowings, subject to certain financial covenants. The Credit Facility is unsecured and bears interest, at the Company’s option, of either (1) the prevailing 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 (2) 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 0.325% on the average daily unused portion of the Credit Facility commitment. The weighted-average interest rate on amounts outstanding under the Credit Facility at June 30, 2021 was 2.66% based on 1 week LIBOR. Under the terms of the Credit Facility, the Company is required to maintain certain financial ratios and comply with certain financial covenants. The 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 covenants of the Credit Facility as of June 30, 2021. During the six months ended June 30, 2021, the Company received net proceeds of $40.0 million from borrowings pursuant to the Credit Facility.

Revolving Unsecured Uncommitted Credit Facility

As of June 30, 2021, the Company’s primary subsidiary in Mexico, First Cash S.A. de C.V., maintained an unsecured and uncommitted line of credit guaranteed by FirstCash, Inc. with a bank in Mexico (the “Mexico Credit Facility”) in the amount of $600.0 million Mexican pesos. The Mexico Credit Facility bears interest at the Mexican Central Bank’s interbank equilibrium rate (“TIIE”) plus a fixed spread of 2.5% and matures on March 9, 2023. Under the terms of the Mexico Credit Facility, the Company is required to maintain certain financial ratios and comply with certain financial covenants. The Company was in compliance with the covenants of the Mexico Credit Facility as of June 30, 2021. At June 30, 2021, the Company had 0 amount outstanding under the Mexico Credit Facility and $600.0 million Mexican pesos available for borrowings.


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Senior Unsecured Notes Due 2028

On August 26, 2020, the Company issued $500.0 million of 4.625% senior unsecured notes due on September 1, 2028 (the “Notes”), all of which are currently outstanding. Interest on the Notes is payable semi-annually in arrears on March 1 and September 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.~~Credit Facility. The Notes will permit the Company ~~to make share repurchases of up to $100,000 with the net proceeds of the Notes and other available funds and~~ 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~~2.75 to ~~1.00.~~1. The Net Debt Ratio is defined generally in the indenture governing the Notes ~~(the “Indenture”)~~ 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.

The Company ~~may redeem~~utilized the net proceeds from the offering of the Notes ~~at any time on or after June 1, 2020, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any. In addition, prior~~ to ~~June 1, 2020, the Company may~~ redeem ~~some or~~ all of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a “make-whole” premium set forth in the Indenture. The Company may redeem up to 35% of the Notes prior to June 1, 2020, with the proceeds of certain equity offerings at a redemption price of 105.375% of the$300.0 million aggregate principal amount of the ~~Notes redeemed, plus accrued~~Company’s 5.375% senior notes due 2024 and ~~unpaid interest, if any. In addition, upon~~to repay a ~~change of control, noteholders have the right to require the Company to purchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any.~~

For the nine months ended September 30, 2017, the Company recognized a $14,114 loss on extinguishment of debt related to the repurchase or redemption of the 2021 Notes which includes the tender or redemption premiums paid over the outstanding $200,000 principal amount of the 2021 Notes and other reacquisition costs of $10,895 and the write off of unamortized debt issuance costs of $3,219.

~~Revolving Credit Facilities~~

At September 30, 2017, the Company maintained a line of credit with a group of U.S. based commercial lenders (the “2016 Credit Facility”) in the amount of $400,000. In May 2017, the term of the 2016 Credit Facility was extended through September 2, 2022. The calculation of the fixed charge coverage ratio was also amended to remove share repurchases from the calculation to provide greater flexibility for making future share repurchases and paying cash dividends.

At September 30, 2017, the Company had $140,000 in outstanding borrowings and a $4,456 outstanding letter of credit under the 2016 Credit Facility, leaving $255,544 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 September 30, 2017 was 3.75% 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 September 30, 2017. During the nine months ended September 30, 2017, the Company made net payments of $120,000 pursuant to the 2016 Credit Facility.



~~Table of Contents~~

At September 30, 2017, the Company maintained a U.S. dollar denominated line of credit with a bank in Mexico (the “Mexico Credit Facility”) in the amount of $10,000. The Mexico Credit Facility bears interest at 30-day LIBOR plus a fixed spread of 2.0% and matures in December 2017. Under the terms of the Mexico Credit Facility, the Company is required to maintain certain financial ratios and comply with certain financial covenants. The Company was in compliance with the requirements and covenants of the Mexico Credit Facility as of September 30, 2017. The Company is required to pay a one-time commitment fee of $25 due when the first amount is drawn/borrowed. At September 30, 2017, the Company had no amount outstanding under the Mexico Credit Facility and $10,000 was available for borrowings.

Note 46 - 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 ~~September~~June 30, ~~2017,~~2021, 2020 and December 31, 2020, the Company did not have any financial assets or liabilities ~~that are~~ measured at fair value on a recurring basis. ~~The Company’s financial assets that were measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2016 were as follows:~~

September 30, Fair Value Measurements Using
Financial assets: 2016 Level 1 Level 2 Level 3
Cash America nonqualified savings plan-related assets $ 12,229
$ 12,229
$ —
$ —
Investment in common stock of Enova 54,786
54,786
—
—
$ 67,015
$ 67,015
$ —
$ —

December 31, Fair Value Measurements Using
2016 Level 1 Level 2 Level 3
Financial assets:
Cash America nonqualified savings plan-related assets $ 12,663
$ 12,663
$ —
$ —
$ 12,663
$ 12,663
$ —
$ —

Prior to the Merger, Cash America had a nonqualified savings plan that was available to certain members of its management. Upon completion of the Merger, the nonqualified savings plan was terminated and during the three months ended March 31, 2017, the Company dissolved the plan and distributed the remaining assets to the participants. As of September 30, 2016 and December 31, 2016, the assets of the nonqualified savings plan included marketable equity securities, which were classified as Level 1 and the fair values were based on quoted market prices. The nonqualified savings plan assets were included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet with an offsetting liability of equal amount, which is included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheet.

The Company’s investment in common stock of Enova represented the Company’s available-for-sale shares of Enova International, Inc. (“Enova”) common stock. As of September 30, 2016, the equity securities representing Enova common stock were classified as Level 1 and based on the market determined stock price of Enova. During 2016, the Company sold all of the Enova shares in open market transactions.



~~Table of Contents~~

Fair Value Measurements on a ~~Nonrecurring~~Non-Recurring Basis

The Company measures non-financial assets and liabilities, such as property and equipment and intangible assets, at fair value on a ~~nonrecurring~~non-recurring basis, or when events or circumstances indicate that the carrying amount of the assets may be impaired. During the six months ended June 30, 2020, the Company recorded a $1.9 million impairment related to a non-financial, non-operating asset that was included in other assets in the consolidated balance sheets.


Table of Contents

Financial Assets and Liabilities Not Measured at Fair Value

The Company’s financial assets and liabilities as of ~~September~~June 30, ~~2017, 2016~~2021, 2020 and December 31, ~~2016~~2020 that are not measured at fair value in the ~~condensed~~ consolidated balance sheets are as ~~follows:~~follows (in thousands):


	Carrying Value		Estimated Fair Value
	June 30,		June 30,		Fair Value Measurements Using
	2021		2021		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	50,061	$	50,061	$	50,061	$	0	$	0
Fees and service charges receivable	40,183		40,183		0		0		40,183
Pawn loans	312,166		312,166		0		0		312,166

	$	402,410	$	402,410	$	50,061	$	0	$	352,349

Financial liabilities:
Revolving unsecured credit facilities	$	163,000	$	163,000	$	0	$	163,000	$	0
Senior unsecured notes (outstanding principal)	500,000		521,000		0		521,000		0
	$	663,000	$	684,000	$	0	$	684,000	$	0

Carrying Value Estimated Fair Value
September 30, September 30, Fair Value Measurements Using
2017 2017 Level 1 Level 2 Level 3
Financial assets:
Cash and cash equivalents $ 93,411
$ 93,411
$ 93,411
$ —
$ —
Pawn loans 371,367
371,367
—
—
371,367
Consumer loans, net 24,515
24,515
—
—
24,515
Fees and service charges receivable 45,134
45,134
—
—
45,134
$ 534,427
$ 534,427
$ 93,411
$ —
$ 441,016

Financial liabilities:
Revolving unsecured credit facilities $ 140,000
$ 140,000
$ —
$ 140,000
$ —
Senior unsecured notes, outstanding principal 300,000
314,000
—
314,000
—
$ 440,000
$ 454,000
$ —
$ 454,000
$ —


	Carrying Value		Estimated Fair Value
	June 30,		June 30,		Fair Value Measurements Using
	2020		2020		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	70,956	$	70,956	$	70,956	$	0	$	0
Fees and service charges receivable	30,418		30,418		0		0		30,418
Pawn loans	230,383		230,383		0		0		230,383

	$	331,757	$	331,757	$	70,956	$	0	$	260,801

Financial liabilities:
Revolving unsecured credit facilities	$	200,000	$	200,000	$	0	$	200,000	$	0
Senior unsecured notes (outstanding principal)	300,000		300,000		0		300,000		0
	$	500,000	$	500,000	$	0	$	500,000	$	0


	Carrying Value		Estimated Fair Value									Carrying Value		Estimated Fair Value
	September 30,		September 30,		Fair Value Measurements Using							December 31,		December 31,		Fair Value Measurements Using
	2016		2016		Level 1		Level 2		Level 3			2020		2020		Level 1		Level 2		Level 3
Financial assets:											Financial assets:
Cash and cash equivalents	$	83,356	$	83,356	$	83,356	$	—	$	—	Cash and cash equivalents	$	65,850	$	65,850	$	65,850	$	0	$	0
Fees and service charges receivable											Fees and service charges receivable	41,110		41,110		0		0		41,110
Pawn loans	373,169		373,169		—		—		373,169		Pawn loans	308,231		308,231		0		0		308,231
Consumer loans, net	27,792		27,792		—		—		27,792
Fees and service charges receivable	45,708		45,708		—		—		45,708

	$	530,025	$	530,025	$	83,356	$	—	$	446,669		$	415,191	$	415,191	$	65,850	$	0	$	349,341

Financial liabilities:											Financial liabilities:
Revolving unsecured credit facilities	$	360,000	$	360,000	$	—	$	360,000	$	—	Revolving unsecured credit facilities	$	123,000	$	123,000	$	0	$	123,000	$	0
Senior unsecured notes, outstanding principal	200,000		210,000		—		210,000		—
Senior unsecured notes (outstanding principal)											Senior unsecured notes (outstanding principal)	500,000		516,000		0		516,000		0
	$	560,000	$	570,000	$	—	$	570,000	$	—		$	623,000	$	639,000	$	0	$	639,000	$	0

Carrying Value Estimated Fair Value
December 31, December 31, Fair Value Measurements Using
2016 2016 Level 1 Level 2 Level 3
Financial assets:
Cash and cash equivalents $ 89,955
$ 89,955
$ 89,955
$ —
$ —
Pawn loans 350,506
350,506
—
—
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
$ —

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 prior~~unsecured credit facilities ~~approximates~~approximate fair value as of ~~September~~June 30, ~~2016.~~2021, 2020 and December 31, 2020. The ~~carrying~~fair value of the ~~Company’s current~~unsecured credit facilities ~~(the 2016 Credit Facility~~is estimated based on market values for debt issuances with similar characteristics or rates currently available for debt with similar terms. In addition, the unsecured credit facilities have a variable interest rate based on a fixed spread over LIBOR or TIIE and ~~the Mexico Credit Facility) approximates fair value as of September 30, 2017 and December 31, 2016.~~reprice with any changes in LIBOR or TIIE. The fair value of the senior unsecured notes ~~have been~~is estimated based on ~~a discounted cash flow analysis using a discount rate representing the Company’s estimate of the rate~~quoted prices in markets that ~~would be used by market participants. Changes in assumptions or estimation methodologies may have a material effect on these estimated fair values.~~are not active.

Note 57 - Segment Information

The Company organizes its operations into ~~two~~2 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, Colombia and El Salvador

Corporate expenses and income, which include administrative expenses, corporate depreciation and amortization, interest expense, interest income, merger and acquisition expenses, (gain) loss on foreign exchange, write-offs of certain lease intangibles and impairments of certain other assets, are incurred or earned in both the U.S. and Latin America, but presented on a consolidated basis and are not allocated between the U.S. operations segment and Latin America operations segment.

The following tables present reportable segment information for the three and ~~nine~~six month periods ended ~~September~~June 30, ~~2017~~2021 and ~~2016:~~2020 (in thousands):


	Three Months Ended June 30, 2020
	U.S. Operations		Latin America Operations		Corporate		Consolidated
Revenue:
Retail merchandise sales	$	208,944	$	78,456	$	0	$	287,400
Pawn loan fees	71,900		30,090		0		101,990
Wholesale scrap jewelry sales	9,557		13,228		0		22,785
Consumer loan and credit services fees	571		0		0		571
Total revenue	290,972		121,774		0		412,746

Cost of revenue:
Cost of retail merchandise sold	121,661		49,850		0		171,511
Cost of wholesale scrap jewelry sold	8,432		9,925		0		18,357
Consumer loan and credit services loss provision	(223)		0		0		(223)
Total cost of revenue	129,870		59,775		0		189,645

Net revenue	161,102		61,999		0		223,101

Expenses and other income:
Store operating expenses	103,302		37,749		0		141,051
Administrative expenses	0		0		28,386		28,386
Depreciation and amortization	5,561		3,602		1,161		10,324
Interest expense	0		0		6,974		6,974
Interest income	0		0		(525)		(525)
Merger and acquisition expenses	0		0		134		134
Gain on foreign exchange	0		0		(614)		(614)
Write-off of certain Cash America merger related lease intangibles	0		0		182		182


Total expenses and other income	108,863		41,351		35,698		185,912

Income (loss) before income taxes	$	52,239	$	20,648	$	(35,698)	$	37,189

Three Months Ended September 30, 2016

U.S.
Operations

Latin America
Operations
Corporate Consolidated
Revenue:
Retail merchandise sales $ 84,547
$ 67,668
$ —
$ 152,215
Pawn loan fees 48,840
30,665
—
79,505
Wholesale scrap jewelry sales 15,046
3,910
—
18,956
Consumer loan and credit services fees 9,991
486
—
10,477
Total revenue 158,424
102,729
—
261,153

Cost of revenue:
Cost of retail merchandise sold 51,922
41,477
—
93,399
Cost of wholesale scrap jewelry sold 13,955
3,022
—
16,977
Consumer loan and credit services loss provision 3,275
138
—
3,413
Total cost of revenue 69,152
44,637
—
113,789

Net revenue 89,272
58,092
—
147,364

Expenses and other income:
Store operating expenses 52,480
28,094
—
80,574
Administrative expenses —
—
24,500
24,500
Depreciation and amortization 2,906
2,602
1,773
7,281
Interest expense —
—
5,073
5,073
Interest income —
—
(138 ) (138 )
Merger and other acquisition expenses —
—
29,398
29,398
Net loss on sale of common stock of Enova —
—
253
253
Total expenses and other income 55,386
30,696
60,859
146,941

Income (loss) before income taxes $ 33,886
$ 27,396
$ (60,859 ) $ 423


	Six Months Ended June 30, 2021
	U.S. Operations		Latin America Operations		Corporate		Consolidated
Revenue:
Retail merchandise sales	$	363,211	$	174,398	$	0	$	537,609
Pawn loan fees	143,339		82,092		0		225,431
Wholesale scrap jewelry sales	16,049		18,428		0		34,477

Total revenue	522,599		274,918		0		797,517

Cost of revenue:
Cost of retail merchandise sold	202,129		108,448		0		310,577
Cost of wholesale scrap jewelry sold	12,900		16,229		0		29,129

Total cost of revenue	215,029		124,677		0		339,706

Net revenue	307,570		150,241		0		457,811

Expenses and other income:
Store operating expenses	188,821		87,631		0		276,452
Administrative expenses	0		0		58,397		58,397
Depreciation and amortization	10,729		8,797		1,988		21,514
Interest expense	0		0		14,428		14,428
Interest income	0		0		(277)		(277)
Merger and acquisition expenses	0		0		1,252		1,252
Gain on foreign exchange	0		0		(310)		(310)

Write-off of certain Cash America merger related lease intangibles	0		0		1,279		1,279

Total expenses and other income	199,550		96,428		76,757		372,735

Income (loss) before income taxes	$	108,020	$	53,813	$	(76,757)	$	85,076

Nine Months Ended September 30, 2017

U.S.
Operations

Latin America
Operations
Corporate Consolidated
Revenue:
Retail merchandise sales $ 519,116
$ 231,034
$ —
$ 750,150
Pawn loan fees 287,338
96,090
—
383,428
Wholesale scrap jewelry sales 91,430
15,855
—
107,285
Consumer loan and credit services fees 57,425
1,329
—
58,754
Total revenue 955,309
344,308
—
1,299,617

Cost of revenue:
Cost of retail merchandise sold 337,789
145,669
—
483,458
Cost of wholesale scrap jewelry sold 87,600
14,770
—
102,370
Consumer loan and credit services loss provision 15,115
304
—
15,419
Total cost of revenue 440,504
160,743
—
601,247

Net revenue 514,805
183,565
—
698,370

Expenses and other income:
Store operating expenses 318,044
94,736
—
412,780
Administrative expenses —
—
93,542
93,542
Depreciation and amortization 18,759
7,723
16,322
42,804
Interest expense —
—
17,827
17,827
Interest income —
—
(1,138 ) (1,138 )
Merger and other acquisition expenses —
—
3,164
3,164
Loss on extinguishment of debt —
—
14,114
14,114
Total expenses and other income 336,803
102,459
143,831
583,093

Income (loss) before income taxes $ 178,002
$ 81,106
$ (143,831 ) $ 115,277


	Six Months Ended June 30, 2020
	U.S. Operations		Latin America Operations		Corporate		Consolidated
Revenue:
Retail merchandise sales	$	404,910	$	179,119	$	0	$	584,029
Pawn loan fees	169,757		74,348		0		244,105
Wholesale scrap jewelry sales	25,035		24,121		0		49,156
Consumer loan and credit services fees	1,946		0		0		1,946
Total revenue	601,648		277,588		0		879,236

Cost of revenue:
Cost of retail merchandise sold	241,190		115,016		0		356,206
Cost of wholesale scrap jewelry sold	22,438		18,766		0		41,204
Consumer loan and credit services loss provision	(584)		0		0		(584)
Total cost of revenue	263,044		133,782		0		396,826

Net revenue	338,604		143,806		0		482,410

Expenses and other income:
Store operating expenses	211,008		83,543		0		294,551
Administrative expenses	0		0		61,288		61,288
Depreciation and amortization	10,962		7,665		2,371		20,998
Interest expense	0		0		15,392		15,392
Interest income	0		0		(710)		(710)
Merger and acquisition expenses	0		0		202		202
Loss on foreign exchange	0		0		2,071		2,071
Write-off of certain Cash America merger related lease intangibles	0		0		3,812		3,812
Impairment of certain other assets	0		0		1,900		1,900

Total expenses and other income	221,970		91,208		86,326		399,504

Income (loss) before income taxes	$	116,634	$	52,598	$	(86,326)	$	82,906

Nine Months Ended September 30, 2016

U.S.
Operations

Latin America
Operations
Corporate Consolidated
Revenue:
Retail merchandise sales $ 186,673
$ 199,861
$ —
$ 386,534
Pawn loan fees 94,929
87,887
—
182,816
Wholesale scrap jewelry sales 25,910
9,996
—
35,906
Consumer loan and credit services fees 19,619
1,460
—
21,079
Total revenue 327,131
299,204
—
626,335

Cost of revenue:
Cost of retail merchandise sold 114,632
124,534
—
239,166
Cost of wholesale scrap jewelry sold 22,914
7,787
—
30,701
Consumer loan and credit services loss provision 5,380
400
—
5,780
Total cost of revenue 142,926
132,721
—
275,647

Net revenue 184,205
166,483
—
350,688

Expenses and other income:
Store operating expenses 107,196
83,367
—
190,563
Administrative expenses —
—
58,277
58,277
Depreciation and amortization 5,827
7,919
3,419
17,165
Interest expense —
—
13,859
13,859
Interest income —
—
(636 ) (636 )
Merger and other acquisition expenses —
—
33,877
33,877
Net loss on sale of common stock of Enova —
—
253
253
Total expenses and other income 113,023
91,286
109,049
313,358

Income (loss) before income taxes $ 71,182
$ 75,197
$ (109,049 ) $ 37,330

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~~(together, 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~~Annual Report on Form 10-K for the year ended December 31, ~~2016. References in this quarterly report on Form 10-Q to “year-to-date” refer to the nine-month period from January 1, 2017 to September 30, 2017.~~2020.

The Company is a leading operator of retail-based pawn stores with over ~~2,100~~2,800 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~~In addition, the stores ~~also offer pawn loans to~~ help customers meet small short-term cash ~~needs.~~needs by providing non-recourse pawn loans and buying merchandise directly from customers. Personal property, such as ~~consumer~~jewelry, 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 ~~life~~typical 30-day term of the ~~loan. In addition, some of the~~loan plus a stated grace period.

The Company’s long-term business plan is to grow revenues and income by opening new (“de novo”) retail pawn locations, acquiring existing 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.~~strategic markets and ~~Latin America through new store openings~~increasing revenue and strategic acquisition opportunities as they arise. Pawn operations accounted for 95% and 97% of the Company’s consolidated revenue during the nine month periods ended September 30, 2017 and 2016, respectively.operating profits in existing stores.

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, Colombia and El Salvador.

OPERATIONS AND LOCATIONS

As of June 30, 2021, the Company had 2,804 store locations composed of 1,071 stores in 24 U.S. states and the District of Columbia, 1,645 stores in 32 states in Mexico, 60 stores in Guatemala, 15 stores in Colombia and 13 stores in El Salvador.

The ~~Company recognizes pawn loan fee revenue on a constant-yield basis~~following tables detail store count activity:


	Three Months Ended June 30, 2021
	U.S.	Latin America
	Operations Segment	Operations Segment	Total Locations
Total locations, beginning of period	1,046	1,725	2,771
New locations opened	1	11	12
Locations acquired	26	—	26


Consolidation of existing pawn locations (1)	(2)	(3)	(5)

Total locations, end of period	1,071	1,733	2,804


	Six Months Ended June 30, 2021
	U.S.	Latin America
	Operations Segment	Operations Segment	Total Locations
Total locations, beginning of period	1,046	1,702	2,748
New locations opened	1	35	36
Locations acquired	28	—	28


Consolidation of existing pawn locations (1)	(4)	(4)	(8)

Total locations, end of period	1,071	1,733	2,804

(1)Store consolidations were primarily acquired locations over the ~~life of the pawn loan~~past four years which have been combined with overlapping stores and for ~~all pawn loans of~~ which the Company ~~deems collection~~expects to ~~be probable based on historical redemption statistics. If~~maintain a ~~pawn loan is not repaid prior to the expiration~~significant portion 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 theacquired 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 melted at a third-party facility 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.

~~OPERATIONS AND LOCATIONS~~

At ~~September 30, 2017~~, ~~317~~ ~~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.~~

CRITICAL ACCOUNTING POLICIES

The ~~preparation of~~ financial statements have been prepared in ~~conformity~~accordance with accounting principles generally accepted in the United States of America 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.(“GAAP”). 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 ~~2016 annual report~~2020 Annual Report on Form 10-K. There have been no changes to the Company’s significant accounting policies for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2021.

~~Recent Accounting Pronouncements~~

RESULTS OF OPERATIONS (unaudited)

~~See Note 1 - Significant Accounting Policies~~

Continuing Impact of COVID-19

The COVID-19 pandemic impacted the Company’s business and results of operations in a variety of ways beginning in the second quarter of 2020 and continuing into 2021. The extent to which COVID-19 continues to impact the Company’s operations, results of operations, liquidity and financial condition will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the unknown duration and severity of the ~~condensed consolidated financial statements contained~~COVID-19 pandemic, which may be impacted by variants of the COVID-19 virus and the adoption rate of the COVID-19 vaccines in ~~Part I, Item 1 of this report for a discussion of recent accounting pronouncements that~~the jurisdictions in which the Company ~~has adopted or will adopt~~operates, and the actions taken to contain the impact of COVID-19, as well as further actions taken to limit the resulting economic impact. In particular, government stimulus and other transfer programs have and may continue to have a material adverse impact on demand for pawn loans in future periods.

~~RESULTS OF CONTINUING 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 financial measures, which exclude the effects of foreign currency translation and are calculated by translating ~~current year~~current-year results at ~~prior year~~prior-year average exchange rates. The wholesale scrap jewelry ~~generated~~sales in Latin America ~~is sold~~are priced and settled in U.S. dollars and ~~is therefore~~are not affected by foreign currency ~~translation. A~~translation, as are a small percentage of the operating and administrative expenses in Latin America, which are ~~also~~ billed and paid in U.S. ~~dollars which are not affected by foreign currency translation.~~dollars.

Business operations in Mexico, Guatemala and ~~Guatemala~~Colombia are transacted in Mexican pesos, ~~and~~ Guatemalan quetzales ~~respectively.~~and Colombian pesos. 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, ~~and~~ Guatemalan quetzal and Colombian peso for the current and ~~prior year~~prior-year periods:

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

Operating Results for the Three Months Ended ~~September~~June 30, ~~2017~~2021 Compared to the Three Months Ended ~~September~~June 30, ~~2016~~2020

U.S. Operations Segment

The following table details earning assets, which consist of pawn loans ~~consumer loans, net~~ and inventories, as well as other earning asset metrics of the U.S. operations segment as of ~~September~~June 30, ~~2017 as~~2021 compared to ~~September~~June 30, ~~2016:~~2020 (dollars in thousands, except as otherwise noted):


	As of June 30,
	2021			2020			Increase
U.S. Operations Segment
Earning assets:
Pawn loans	$	203,838		$	158,253			29	%
Inventories		144,083			120,408			20	%
	$	347,921		$	278,661			25	%

Average outstanding pawn loan amount (in ones)	$	209		$	190			10	%

Composition of pawn collateral:
General merchandise	35		%	31		%
Jewelry	65		%	69		%
	100		%	100		%

Composition of inventories:
General merchandise	49		%	38		%
Jewelry	51		%	62		%
	100		%	100		%

Percentage of inventory aged greater than one year	1		%	3		%

Inventory turns (trailing twelve months cost of merchandise sales divided by average inventories)	3.1 times			3.2 times

Balance at September 30, Increase /
2017 2016 (Decrease)
U.S. Operations Segment
Earning assets:
Pawn loans $ 281,217
$ 300,646
(6 )%
Consumer loans, net ⁽¹⁾
24,108
27,381
(12 )%
Inventories 240,384
280,429
(14 )%
$ 545,709
$ 608,456
(10 )%

Average outstanding pawn loan amount (in ones) $ 152
$ 145
5 %

Composition of pawn collateral:
General merchandise 36 % 39 %
Jewelry 64 % 61 %
100 % 100 %

Composition of inventories:
General merchandise 43 % 48 %
Jewelry 57 % 52 %
100 % 100 %

Percentage of inventory aged greater than one year 9 % 6 %

The following table presents segment pre-tax operating income and other operating metrics of the U.S. operations segment for the three months ended ~~September~~June 30, ~~2017 as~~2021 compared to the three months ended ~~September~~June 30, ~~2016.~~2020 (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
	June 30,
	2021			2020			Decrease
U.S. Operations Segment
Revenue:
Retail merchandise sales	$	173,254		$	208,944			(17)	%
Pawn loan fees		66,942			71,900			(7)	%
Wholesale scrap jewelry sales		6,846			9,557			(28)	%
Consumer loan and credit services fees (1)		—			571			(100)	%
Total revenue		247,042			290,972			(15)	%

Cost of revenue:
Cost of retail merchandise sold		95,599			121,661			(21)	%
Cost of wholesale scrap jewelry sold		5,387			8,432			(36)	%
Consumer loan and credit services loss provision (1)		—			(223)			(100)	%
Total cost of revenue		100,986			129,870			(22)	%

Net revenue		146,056			161,102			(9)	%

Segment expenses:
Store operating expenses		93,574			103,302			(9)	%
Depreciation and amortization		5,347			5,561			(4)	%
Total segment expenses		98,921			108,863			(9)	%

Segment pre-tax operating income	$	47,135		$	52,239			(10)	%

Operating metrics:
Retail merchandise sales margin	45		%	42		%
Wholesale scrap jewelry sales margin	21		%	12		%
Net revenue margin	59		%	55		%
Segment pre-tax operating margin	19		%	18		%

Three Months Ended
September 30,
2017 2016 Increase
U.S. Operations Segment
Revenue:
Retail merchandise sales $ 160,598
$ 84,547
90 %
Pawn loan fees 95,266
48,840
95 %
Wholesale scrap jewelry sales 32,397
15,046
115 %
Consumer loan and credit services fees 18,525
9,991
85 %
Total revenue 306,786
158,424
94 %

Cost of revenue:
Cost of retail merchandise sold 107,561
51,922
107 %
Cost of wholesale scrap jewelry sold 31,518
13,955
126 %
Consumer loan and credit services loss provision 6,068
3,275
85 %
Total cost of revenue 145,147
69,152
110 %

Net revenue 161,639
89,272
81 %

Segment expenses:
Store operating expenses 104,555
52,480
99 %
Depreciation and amortization 5,919
2,906
104 %
Total segment expenses 110,474
55,386
99 %

Segment pre-tax operating income $ 51,165
$ 33,886
51 %

(1)Effective June 30, 2020, the Company no longer offers an unsecured consumer loan product in the U.S.

Retail Merchandise Sales Operations

U.S. retail merchandise sales ~~increased 90%~~decreased 17% to ~~$160,598~~$173.3 million during the ~~third~~second quarter of ~~2017~~2021 compared to ~~$84,547~~$208.9 million for the ~~third~~second quarter of ~~2016.~~2020. Same-store retail sales decreased 19% in the second quarter of 2021 compared to the second quarter of 2020. The ~~increase~~decrease in total and same-store retail sales was primarily due to higher than normal retail sales during the ~~third~~second quarter of ~~2016 only including~~2020 which resulted from the ~~results of operations for Cash America for~~Company’s U.S. stores being designated essential businesses, allowing the ~~period September 2, 2016~~stores to ~~September 30, 2016 (“Cash America 2016 Partial Quarter”) as~~remain open when many other non-essential retailers were closed due to the ~~Merger was completed on September 1, 2016. Same-store retail sales decreased 1% in both legacy First Cash and Cash America stores in~~pandemic.

During the ~~third~~second quarter of ~~2017 compared to the third quarter of 2016. During the third quarter of 2017,~~2021, the gross profit margin on retail merchandise sales in the U.S. was ~~33%~~45% compared to a margin of ~~39%~~42% during the ~~third~~second quarter of ~~2016, reflecting the impact~~2020. The increase in retail sales margin was primarily a result of ~~historically~~continued retail demand for value-priced pre-owned merchandise, increased buying of merchandise directly from customers and lower ~~margins in the Cash America stores and a focus during the third quarter~~levels of ~~2017 on clearing~~ aged inventory, ~~levels in~~which limited the ~~Cash America stores.~~need for normal discounting.

U.S. inventories ~~decreased 14%~~increased 20% from ~~$280,429~~$120.4 million at ~~September~~June 30, ~~2016~~2020 to ~~$240,384~~$144.1 million at ~~September~~June 30, ~~2017.~~2021. The ~~decrease~~increase was primarily due to ~~a 19%~~lower than normal inventory balances at June 30, 2020 due to the higher than normal retail sales during the second quarter of 2020 as noted above and the pandemic related decline in ~~legacy Cash America store inventories~~pawn receivable balances, as noted below, creating less forfeited inventory during the ~~Company continues to optimize inventory levels and clear aged inventory in the Cash America stores, partially offset by a 6% increase in legacy First Cash store inventories.~~second quarter of 2020. Inventories aged greater than one year ~~were 11% and 5%~~ in the ~~legacy Cash America stores and legacy First Cash~~ U.S. ~~stores, respectively.~~were 1% at June 30, 2021 compared to 3% at June 30, 2020.

Pawn Lending Operations

Pawn loan receivables as of June 30, 2021 increased 29% in total and 24% on a same-store basis compared to June 30, 2020. The increase in total and same-store pawn receivables was primarily due to lower than normal pawn receivable balances at June 30, 2020 primarily due to higher redemption rates and less demand for pawn loans during the second quarter of 2020 as a result of the pandemic-driven improved customer liquidity. Pawn loan demand continued to recover during the second quarter of 2021 towards pre-pandemic levels.

U.S. pawn loan fees ~~increased 95% totaling $95,266~~decreased 7% to $66.9 million during the ~~third~~second quarter of ~~2017~~2021 compared to ~~$48,840~~$71.9 million for the ~~third~~second quarter of ~~2016.~~2020. Same-store pawn fees in the second quarter of 2021 decreased 9% compared to the second quarter of 2020. The ~~increase was~~decline in total and same-store pawn fee revenue is primarily due to ~~the Cash America 2016 Partial Quarter. Legacy First Cash same-store~~higher average loan balances and elevated pawn ~~loan fees increased 3%, while legacy Cash America same-store pawn loan fees decreased 11%~~yields in the ~~third~~second quarter of 2017 compared to the third quarter of 2016. Pawn loan receivables in the U.S. as of September 30, 2017 decreased 6% compared to September 30, 2016. Legacy First Cash same-store pawn receivables increased 5%, while legacy Cash America same-store pawn receivables decreased 13% as of September 30, 2017 compared to September 30, 2016. The decline in legacy Cash America same-store pawn receivables and pawn loan fees was primarily2020 due to the expected impact of reducing the holding period on delinquent pawn loans, continued optimization of loan-to-value ratios and to a lesser extent, the impact of the hurricane on pawn receivables in coastal Texas markets.higher than normal redemptions.

Wholesale Scrap Jewelry Operations

U.S. wholesale scrap jewelry revenue, consisting primarily of gold sales, ~~increased 115%~~decreased 28% to ~~$32,397~~$6.8 million during the ~~third~~second quarter of ~~2017~~2021 compared to ~~$15,046~~$9.6 million during the ~~third~~second quarter of ~~2016.~~2020. The ~~increase~~decline in ~~wholesale~~ scrap ~~jewelry~~ revenue ~~was~~relates primarily to lower scrapping volumes due to ~~the Cash America 2016 Partial Quarter.~~lower than normal inventory levels. The scrap jewelry gross profit margin in the U.S. was 3%21% compared to the prior-year margin of 7%12%, ~~primarily as a result of~~with the ~~typically higher cost basis~~increase in scrap ~~jewelry sold by~~margin primarily due to an increase in the ~~Cash America stores. Scrap jewelry profits accounted for less than 1%~~average selling price of ~~U.S. net revenue (gross profit) for~~gold during the ~~third~~second quarter of ~~2017~~2021 compared to ~~1% in the third quarter of 2016.~~2020.

~~Consumer Lending Operations~~

Segment Expenses and Segment Pre-Tax Operating Income

U.S. store operating expenses ~~increased 99%~~decreased 9% to ~~$104,555~~$93.6 million during the ~~third~~second quarter of ~~2017~~2021 compared to ~~$52,480~~$103.3 million during the ~~third~~second quarter of ~~2016, primarily as a result of the Merger. Same-store~~2020 and same-store operating expenses ~~increased 2% and~~ decreased ~~3% in the legacy First Cash and Cash America stores, respectively,~~11% compared with the prior-year period. The decrease in total and same-store operating expenses was primarily due to cost saving initiatives in response to COVID-19.

The U.S. segment pre-tax operating income for the ~~third~~second quarter of ~~2017~~2021 was ~~$51,165,~~$47.1 million, which generated a pre-tax segment operating margin of ~~17%~~19% compared to ~~$33,886~~$52.2 million and ~~21%~~18% in the prior year, respectively. The ~~decline~~decrease in the segment pre-tax operating income reflected pandemic-driven decreases in gross profit from retail sales and pawn fee revenue, partially offset by an increase in gross profit from scrap sales and a decrease in operating expenses. The increase in the pre-tax segment operating margin was primarily due to ~~historically lower operating~~increased retail sales margins ~~in the Cash America stores~~ and a ~~focus during the third quarter of 2017 on clearing aged inventory levels~~decrease in ~~Cash America stores, resulting in lower gross profit margins on retail merchandise sales.~~operating expenses.

Latin America Operations Segment

Latin American results of operations for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 benefited from a 14% favorable change in the average value of the Mexican peso compared to the U.S. dollar. The translated value of Latin American earning assets as of June 30, 2021 compared to June 30, 2020 benefited from a 14% favorable change in the end-of-period value of the Mexican peso compared to the U.S. dollar.

The following table details earning assets, which consist of pawn loans ~~consumer loans, net~~ and inventories as well as other earning asset metrics of the Latin America operations segment as of ~~September~~June 30, ~~2017 as~~2021 compared to ~~September~~June 30, ~~2016:~~2020 (dollars in thousands, except as otherwise noted):


										Constant Currency Basis
										As of
										June 30,
	As of June 30,									2021		Increase
	2021			2020			Increase			(Non-GAAP)		(Non-GAAP)
Latin America Operations Segment
Earning assets:
Pawn loans	$	108,328		$	72,130			50	%	$	94,098		30	%
Inventories		72,872			59,559			22	%	63,300			6	%

	$	181,200		$	131,689			38	%	$	157,398		20	%

Average outstanding pawn loan amount (in ones)	$	80		$	59			36	%	$	69		17	%

Composition of pawn collateral:
General merchandise	67		%	66		%
Jewelry	33		%	34		%
	100		%	100		%

Composition of inventories:
General merchandise	64		%	61		%
Jewelry	36		%	39		%
	100		%	100		%

Percentage of inventory aged greater than one year	1		%	2		%

Inventory turns (trailing twelve months cost of merchandise sales divided by average inventories)	4.4 times			3.9 times

Constant Currency Basis
Balance at
September 30, Increase /
Balance at September 30, Increase / 2017 (Decrease)
2017 2016 (Decrease) (Non-GAAP) (Non-GAAP)
Latin America Operations Segment
Earning assets:
Pawn loans $ 90,150
$ 72,523
24 % $ 84,378
16 %
Consumer loans, net 407
411
(1 )% 380
(8 )%
Inventories 68,299
52,433
30 % 63,855
22 %
$ 158,856
$ 125,367
27 % $ 148,613
19 %

Average outstanding pawn loan amount (in ones) $ 67
$ 59
14 % $ 63
7 %

Composition of pawn collateral:
General merchandise 82 % 82 %
Jewelry 18 % 18 %
100 % 100 %

Composition of inventories:
General merchandise 75 % 80 %
Jewelry 25 % 20 %
100 % 100 %

Percentage of inventory aged greater than one year 1 % 1 %

The following table presents segment pre-tax operating income and other operating metrics of the Latin America operations segment for the three months ended ~~September~~June 30, ~~2017 as~~2021 compared to the three months ended ~~September~~June 30, ~~2016.~~2020 (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.


													Constant Currency Basis
													Three Months
													Ended
		Three Months Ended											June 30,			Increase /
		June 30,							Increase /				2021			(Decrease)
		2021				2020			(Decrease)				(Non-GAAP)			(Non-GAAP)
Latin America Operations Segment
Revenue:
Retail merchandise sales		$	92,313			$	78,456			18	%		$	79,905			2	%
Pawn loan fees		42,967				30,090				43	%		37,175				24	%
Wholesale scrap jewelry sales		7,256				13,228				(45)	%		7,256				(45)	%

Total revenue		142,536				121,774				17	%		124,336				2	%

Cost of revenue:
Cost of retail merchandise sold		57,825				49,850				16	%		50,076				—	%
Cost of wholesale scrap jewelry sold		6,545				9,925				(34)	%		5,645				(43)	%

Total cost of revenue		64,370				59,775				8	%		55,721				(7)	%

Net revenue		78,166				61,999				26	%		68,615				11	%

Segment expenses:
Store operating expenses		45,554				37,749				21	%		39,793				5	%
Depreciation and amortization		4,534				3,602				26	%		3,995				11	%
Total segment expenses		50,088				41,351				21	%		43,788				6	%

Segment pre-tax operating income		$	28,078			$	20,648			36	%		$	24,827			20	%

Operating metrics:
Retail merchandise sales margin	37			%	36			%				37			%
Wholesale scrap jewelry sales margin	10			%	25			%				22			%
Net revenue margin	55			%	51			%				55			%
Segment pre-tax operating margin	20			%	17			%				20			%

Constant Currency Basis
Three Months
Ended
Three Months Ended September 30, Increase /
September 30, Increase / 2017 (Decrease)
2017 2016 (Decrease) (Non-GAAP) (Non-GAAP)
Latin America Operations Segment
Revenue:
Retail merchandise sales $ 85,736
$ 67,668
27 % $ 81,686
21 %
Pawn loan fees 37,279
30,665
22 % 35,534
16 %
Wholesale scrap jewelry sales 5,131
3,910
31 % 5,131
31 %
Consumer loan and credit services fees 480
486
(1 )% 457
(6 )%
Total revenue 128,626
102,729
25 % 122,808
20 %

Cost of revenue:
Cost of retail merchandise sold 53,789
41,477
30 % 51,252
24 %
Cost of wholesale scrap jewelry sold 5,313
3,022
76 % 5,068
68 %
Consumer loan and credit services loss provision 117
138
(15 )% 111
(20 )%
Total cost of revenue 59,219
44,637
33 % 56,431
26 %

Net revenue 69,407
58,092
19 % 66,377
14 %

Segment expenses:
Store operating expenses 34,411
28,094
22 % 32,920
17 %
Depreciation and amortization 2,704
2,602
4 % 2,587
(1 )%
Total segment expenses 37,115
30,696
21 % 35,507
16 %

Segment pre-tax operating income $ 32,292
$ 27,396
18 % $ 30,870
13 %

Retail Merchandise Sales Operations

Latin America retail merchandise sales increased ~~27% (21%~~18% (2% on a constant currency basis) to ~~$85,736~~$92.3 million during the ~~third~~second quarter of ~~2017~~2021 compared to ~~$67,668~~$78.5 million for the ~~third~~second quarter of ~~2016.~~2020. Same-store retail sales increased 16% (1% on a constant currency basis) during the second quarter of 2021 compared to the second quarter of 2020. The increase was primarily due to ~~a 24% increase (19% on a constant currency basis) in same-store~~the prohibition of all retail sales ~~which included~~in Mexico during the last three weeks of May 2020 and store closures in certain markets during the second quarter of 2020 as a ~~same-store retail sales increase~~result of ~~59% (52% on a constant currency basis)~~COVID-19 government imposed regulations coupled with additional revenue contributions from new store openings and partially offset by lower than normal inventory levels in the ~~Maxi Prenda stores acquired in the fourth~~second quarter of 2015 and first quarter of 2016. Excluding the Maxi Prenda stores, same-store retail sales increased 19% (14% on a constant currency basis), which was primarily due to strong retail demand trends and the maturation of existing stores. 2021.

The gross profit margin on retail merchandise sales was 37% during the ~~third~~second quarter of ~~2017~~2021 compared to ~~39%~~36% during the ~~third~~second quarter of ~~2016.~~2020.

Inventories in Latin America increased ~~30% (22%~~22% (6% on a constant currency basis) from ~~$52,433~~$59.6 million at ~~September~~June 30, ~~2016~~2020 to ~~$68,299~~$72.9 million at ~~September~~June 30, ~~2017. Increased~~2021. The increase in inventories was primarily due to an increase in pawn loan receivables generating more inventory ~~levels~~from forfeited pawn loans and increased buying of merchandise directly from customers compared to the prior-year quarter. The growth in inventory typically lags the ~~Maxi Prenda stores, which historically carried lower inventory balances~~growth in pawn loan receivables. Inventories aged greater than ~~the typical First Cash store, accounted for 32% of the increase with growth from new store openings~~one year in Latin America were 1% at June 30, 2021 and ~~the maturation of existing stores accounting for the remainder of the increase.~~2% at June 30, 2020.

Pawn Lending Operations

Pawn loan fees in Latin America increased ~~22% (16%~~43% (24% on a constant currency basis), totaling ~~$37,279~~$43.0 million during the ~~third~~second quarter of ~~2017~~2021 compared to ~~$30,665~~$30.1 million for the ~~third~~second quarter of ~~2016, primarily as a result of the 24% (16%~~2020. Same-store pawn fees increased 42% (23% on a constant currency basis) ~~increase~~ in ~~pawn~~the second quarter of 2021 compared to the second quarter of 2020. Pawn loan receivables ~~as of September 30, 2017 compared to September 30, 2016. The increase in pawn receivables reflects a same-store pawn receivable increase of 22% (14%~~increased 50% (30% on a constant currency basis) as of June 30, 2021 compared to June 30, 2020 on both a total and ~~new store additions.~~same-store basis. The increase in total and same-store constant currency pawn receivables and resulting pawn loan fees was primarily due to ~~strong demand for~~the increased pawn ~~loans and~~loan originations during the ~~maturation~~second quarter of ~~existing stores.~~2021.

Wholesale Scrap Jewelry Operations

Latin America wholesale scrap jewelry revenue, consisting primarily of gold sales, ~~increased 31%~~decreased 45% (also 45% on a constant currency basis) to ~~$5,131~~$7.3 million during the ~~third~~second quarter of ~~2017~~2021 compared to ~~$3,910~~$13.2 million during the ~~third~~second quarter of ~~2016.~~2020. The ~~increase in wholesale scrap jewelry revenue~~decrease was primarily due to ~~reduced~~an increase in general scrapping ~~activities in the Maxi Prenda stores~~volumes during the ~~third~~second quarter of ~~2016~~2020 as ~~those stores were being converted~~a result of retail restrictions related to ~~the Company’s proprietary point of sale and loan management system.~~COVID-19. The scrap jewelry gross profit margin in Latin America was ~~a loss of 4% (1% profit~~10% (22% on a constant currency basis) during the second quarter of 2021 compared to the prior-year margin of ~~23%~~25%. ~~Scrap jewelry profits or losses accounted for less than 1% of Latin America net revenue (gross profit) for the third quarter of 2017 compared to 2% in the third quarter of 2016.~~

Segment Expenses and Segment Pre-Tax Operating Income

Store operating expenses increased ~~22% (17%~~21% (5% on a constant currency basis) to ~~$34,411~~$45.6 million during the ~~third~~second quarter of ~~2017~~2021 compared to ~~$28,094~~$37.7 million during the ~~third~~second quarter of ~~2016 and same-store~~2020. Currency adjusted store operating expenses increased ~~14% (9%~~primarily due to the 2% increase in the Latin America weighted-average store count. Same-store operating expenses increased 19% (4% on a constant currency basis).

Latin America store depreciation and amortization increased 26% (11% on a constant currency basis) to $4.5 million during the second quarter of 2021 compared to $3.6 million during the ~~prior-year period. The~~second quarter of 2020, primarily due to the increase in ~~both total and same-store operating expenses was due in large part to increased compensation expense related to incentive pay and entry level wage competition.~~the store count.

The segment pre-tax operating income for the ~~third~~second quarter of ~~2017~~2021 was ~~$32,292,~~$28.1 million, which generated a pre-tax segment operating margin of ~~25%~~20% compared to ~~$27,396~~$20.6 million and ~~27%~~17% in the prior year, respectively. The increase in the segment pre-tax operating income and margin was primarily due to an increase in pawn loan fees and a 14% favorable change in the average value of the Mexican peso, partially offset by an increase in store operating expenses and depreciation expense.

Consolidated Results of Operations

The following table reconciles pre-tax operating income of the Company’s U.S. operations segment and Latin America operations segment discussed above to consolidated net income for the three months ended ~~September~~June 30, ~~2017 as~~2021 compared to the three months ended ~~September~~June 30, ~~2016:~~2020 (dollars in thousands):


	Three Months Ended
	June 30,				Increase /
	2021		2020		(Decrease)
Consolidated Results of Operations
Segment pre-tax operating income:
U.S. operations	$	47,135	$	52,239		(10)	%
Latin America operations	28,078		20,648			36	%
Consolidated segment pre-tax operating income	75,213		72,887			3	%

Corporate expenses and other income:
Administrative expenses	27,398		28,386			(3)	%
Depreciation and amortization	1,021		1,161			(12)	%
Interest expense	7,198		6,974			3	%
Interest income	(119)		(525)			(77)	%
Merger and acquisition expenses	1,086		134			710	%
Gain on foreign exchange	(577)		(614)			(6)	%

Write-off of certain Cash America merger related lease intangibles	401		182			120	%

Total corporate expenses and other income	36,408		35,698			2	%

Income before income taxes	38,805		37,189			4	%

Provision for income taxes	10,378		11,316			(8)	%

Net income	$	28,427	$	25,873		10	%

Three Months Ended
September 30, Increase /
2017 2016 (Decrease)
Consolidated Results of Operations
U.S. operations segment pre-tax operating income $ 51,165
$ 33,886
51 %
Latin America operations segment pre-tax operating income 32,292
27,396
18 %
Consolidated segment pre-tax operating income 83,457
61,282
36 %

Corporate expenses and other income:
Administrative expenses 29,999
24,500
22 %
Depreciation and amortization 5,249
1,773
196 %
Interest expense 6,129
5,073
21 %
Interest income (418 ) (138 ) 203 %
Merger and other acquisition expenses 911
29,398
(97 )%
Loss on extinguishment of debt 20
—
— %
Net loss on sale of common stock of Enova —
253
(100 )%
Total corporate expenses and other income 41,890
60,859
(31 )%

Income before income taxes 41,567
423
9,727 %

Provision for income taxes 13,293
1,835
624 %

Net income (loss) $ 28,274
$ (1,412 ) 2,102 %

Comprehensive income (loss) $ 23,293
$ (15,413 ) 251 %

Corporate Expenses and Taxes

Administrative expenses ~~increased 22%~~decreased 3% to ~~$29,999~~$27.4 million during the ~~third~~second quarter of ~~2017~~2021 compared to ~~$24,500 during~~$28.4 million in the ~~third~~second quarter of ~~2016,~~2020, primarily ~~as a result of the Merger, a 37% increase in the weighted-average store count resulting in additional management and supervisory compensation~~due to reduced travel costs and other ~~support expenses required for such growth and~~cost saving initiatives in response to COVID-19, partially offset by a 5%14% favorable change in the average value of the Mexican peso ~~which increased comparative administrative~~resulting in higher U.S. dollar translated expenses and a 2% increase in ~~Mexico. As a percentage~~the consolidated weighted-average store count. Administrative expenses were 7% of revenue ~~administrative expenses decreased from 9%~~during both the second quarter of 2021 and 2020.

Interest expense increased 3% to $7.2 million during the ~~third~~second quarter of ~~2016~~2021 compared to ~~7% during~~$7.0 million in the ~~third~~second quarter of ~~2017,~~2020, primarily due to ~~synergies realized from~~an increase in the Company’s outstanding senior unsecured notes, partially offset by lower average balances outstanding on the Company’s unsecured credit facilities and lower average interest rates during the second quarter of 2021 compared to the second quarter of 2020. See Note 5 of Notes to Consolidated Financial Statements and “Liquidity and Capital Resources.”

Merger and ~~the Maxi Prenda acquisition.~~

Consolidated effective income tax rates for the ~~third~~second quarter of ~~2016~~2021 and 2020 were 26.7% and 30.4%, respectively. The decrease in the effective tax rate was primarily due to the ~~assumption of substantial corporate property and equipment from~~Internal Revenue Service finalizing regulations in July 2020 for the ~~Merger and $2,313~~global intangible low-taxed income tax (“GILTI”) provisions for foreign operations in ~~amortization expense related to intangible assets acquired as a result~~the U.S. federal tax code, which essentially eliminated the impact of the ~~Merger.~~incremental GILTI tax on the Company.

~~Net Income, Adjusted Net Income, Net Income Per Share and Adjusted Net Income Per Share~~

Three Months Ended September 30,
2017 2016
As Reported Adjusted As Reported Adjusted
(GAAP) (Non-GAAP) (GAAP) (Non-GAAP)
Revenue $ 435,412
$ 435,412
$ 261,153
$ 261,153
Net revenue $ 231,046
$ 231,046
$ 147,364
$ 147,364
Net income (loss) $ 28,274
$ 28,861
$ (1,412 ) $ 20,126
Diluted earnings (loss) per share $ 0.59
$ 0.61
$ (0.04 ) $ 0.58
Weighted avg diluted shares 47,668
47,668
34,631
34,631

GAAP and adjusted earnings per share for the three months ended September 30, 2017 compared to the three months ended September 30, 2016 were positively impacted by $0.02 per share due to the year-over-year 5% favorable change in the average value of the Mexican peso. Adjusted net income removes certain items from GAAP net income that the Company does not consider to be representative of its actual operating performance, such as Merger and other acquisition expenses and loss on extinguishment of debt, but does not adjust for the effects of foreign currency rate fluctuations. See “—Non-GAAP Financial Information—Adjusted Net Income and Adjusted Net Income Per Share” below.

U.S. Operations Segment

The following table presents segment pre-tax operating income and other operating metrics of the U.S. operations segment for the ~~nine~~six months ended ~~September~~June 30, ~~2017 as~~2021 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2020 (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.


	Six Months Ended
	June 30,
	2021			2020			Decrease
U.S. Operations Segment
Revenue:
Retail merchandise sales	$	363,211		$	404,910			(10)	%
Pawn loan fees		143,339			169,757			(16)	%
Wholesale scrap jewelry sales		16,049			25,035			(36)	%
Consumer loan and credit services fees (1)		—			1,946			(100)	%
Total revenue		522,599			601,648			(13)	%

Cost of revenue:
Cost of retail merchandise sold		202,129			241,190			(16)	%
Cost of wholesale scrap jewelry sold		12,900			22,438			(43)	%
Consumer loan and credit services loss provision (1)		—			(584)			(100)	%
Total cost of revenue		215,029			263,044			(18)	%

Net revenue		307,570			338,604			(9)	%

Segment expenses:
Store operating expenses		188,821			211,008			(11)	%
Depreciation and amortization		10,729			10,962			(2)	%
Total segment expenses		199,550			221,970			(10)	%

Segment pre-tax operating income	$	108,020		$	116,634			(7)	%

Operating metrics:
Retail merchandise sales margin	44		%	40		%
Wholesale scrap jewelry sales margin	20		%	10		%
Net revenue margin	59		%	56		%
Segment pre-tax operating margin	21		%	19		%

(1)Effective June 30, 2020, the Company no longer offers an unsecured consumer loan product in the U.S.

Nine Months Ended
September 30,
2017 2016 Increase
U.S. Operations Segment
Revenue:
Retail merchandise sales $ 519,116
$ 186,673
178 %
Pawn loan fees 287,338
94,929
203 %
Wholesale scrap jewelry sales 91,430
25,910
253 %
Consumer loan and credit services fees 57,425
19,619
193 %
Total revenue 955,309
327,131
192 %

Cost of revenue:
Cost of retail merchandise sold 337,789
114,632
195 %
Cost of wholesale scrap jewelry sold 87,600
22,914
282 %
Consumer loan and credit services loss provision 15,115
5,380
181 %
Total cost of revenue 440,504
142,926
208 %

Net revenue 514,805
184,205
179 %

Segment expenses:
Store operating expenses 318,044
107,196
197 %
Depreciation and amortization 18,759
5,827
222 %
Total segment expenses 336,803
113,023
198 %

Segment pre-tax operating income $ 178,002
$ 71,182
150 %

Retail Merchandise Sales Operations

U.S. retail merchandise sales ~~increased 178%~~decreased 10% to ~~$519,116~~$363.2 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 compared to ~~$186,673~~$404.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2020. Same-store retail sales decreased 12% during the six months ended June 30, 2021 compared to the six months ended June 30, 2020. The ~~increase~~decrease in total and same-store retail sales was primarily due to higher than normal retail sales during the ~~nine~~second quarter of 2020, as noted in the quarter-to-date section above.

During the six months ended ~~September~~June 30, ~~2016 only including~~2021, the results of operations for Cash America for the period September 2, 2016 to September 30, 2016 (“Cash America 2016 Partial Period”) as the Merger was completed on September 1, 2016. Same-store retail sales decreased 1% in legacy First Cash stores and decreased 4% in legacy Cash America stores during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. Grossgross profit margin on retail merchandise sales in the U.S. was ~~35% during the nine months ended September 30, 2017~~44% compared to a margin of ~~39%~~40% during the ~~nine~~six months ended ~~September~~June 30, ~~2016, reflecting the impact~~2020. The increase in margin was primarily a result of ~~historically~~continued retail demand for value-priced pre-owned merchandise, increased buying of merchandise directly from customers and lower ~~margins in the Cash America stores and a focus during 2017 on clearing~~levels of aged inventory, ~~levels in~~which limited the ~~Cash America stores.~~need for normal discounting.

Pawn Lending Operations

U.S. pawn loan fees ~~increased 203%~~decreased 16%, totaling ~~$287,338~~$143.3 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 compared to ~~$94,929~~$169.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016. The increase was primarily due to the Cash America 2016 Partial Period. Legacy First Cash same-store~~2020. Same-store pawn ~~loan fees increased 4%, while legacy Cash America same-store pawn loan~~ fees decreased 8%17% during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 compared to the ~~nine~~six months ended ~~September~~June 30, 2016. Pawn loan receivables in the U.S. as of September 30, 2017 decreased 6% compared to September 30, 2016. Legacy First Cash same-store pawn receivables increased 5%, while legacy Cash America same-store pawn receivables decreased 13% as of September 30, 2017 compared to September 30, 2016.2020. The decline in ~~legacy Cash America~~total and same-store ~~pawn receivables and~~ pawn loan fees was primarily due to the ~~expected impact~~significantly lower than normal beginning pawn loan levels and reduced origination activity during the first quarter of ~~reducing~~2021 as a result of improved customer liquidity due to the ~~holding period on delinquent~~two additional government stimulus payments made during the quarter, partially offset by the continued recovery in pawn ~~loans, continued optimization~~loan demand towards pre-pandemic levels during the second quarter of ~~loan-to-value ratios and to a lesser extent, the impact of the hurricane on pawn receivables in coastal Texas markets.~~2021.

Wholesale Scrap Jewelry Operations

U.S. wholesale scrap jewelry revenue, consisting primarily of gold sales, ~~increased 253%~~decreased 36% to ~~$91,430~~$16.0 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 compared to ~~$25,910~~$25.0 million during the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2020. The ~~increase~~decline in ~~wholesale~~ scrap ~~jewelry~~ revenue ~~was~~relates primarily to lower scrapping volumes due to ~~the Cash America 2016 Partial Period.~~lower than normal inventory levels. The scrap jewelry gross profit margin in the U.S. was 4%20% compared to the prior-year margin of ~~12%~~10%, ~~primarily as a result of~~with the ~~typically higher cost basis~~increase in scrap ~~jewelry sold by~~margin primarily due to an increase in the ~~Cash America stores. Scrap jewelry profits accounted for 1%~~average selling price of ~~U.S. net revenue (gross profit) for~~gold during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 compared to ~~2% in the nine months ended September 30, 2016.~~2020.

~~Consumer Lending Operations~~

Segment Expenses and Segment Pre-Tax Operating Income

U.S. store operating expenses ~~increased 197%~~decreased 11% to ~~$318,044~~$188.8 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 compared to ~~$107,196~~$211.0 million during the ~~nine~~six months ended ~~September~~June 30, ~~2016, primarily as a result of the Merger. Same-store~~2020 and same-store operating expenses ~~increased 1% and~~ decreased ~~3% in the legacy First Cash and Cash America stores, respectively,~~12% compared with the prior-year period. The decrease in total and same-store operating expenses was primarily due to cost saving initiatives in response to COVID-19.

The U.S. segment pre-tax operating income for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 was ~~$178,002,~~$108.0 million, which generated a pre-tax segment operating margin of ~~19%~~21% compared to ~~$71,182~~$116.6 million and ~~22%~~19% in the prior year, respectively. The ~~decline~~decrease in the segment pre-tax operating income reflected decreases in gross profit from retail sales, pawn fee revenue and net revenue from consumer loan and credit services products as a result of discontinuing consumer lending operations in 2020, partially offset by an increase in gross profit from scrap sales and a decrease in operating expenses. The increase in the pre-tax segment operating margin was primarily due to ~~historically lower operating~~increased retail sales margins ~~in the Cash America stores~~ and a ~~focus during 2017 on clearing aged inventory levels~~decrease in ~~Cash America stores, resulting in lower gross profit margins on retail merchandise sales.~~operating expenses.

Latin America Operations Segment

Latin American results of operations for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 benefited from a 6% favorable change in the average value of the Mexican peso compared to the U.S. dollar.

The following table presents segment pre-tax operating income and other operating metrics of the Latin America operations segment for the ~~nine~~six months ended ~~September~~June 30, ~~2017 as~~2021 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2020 (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.


													Constant Currency Basis
													Six Months
													Ended
		Six Months Ended											June 30,			Increase /
		June 30,							Increase /				2021			(Decrease)
		2021				2020			(Decrease)				(Non-GAAP)			(Non-GAAP)
Latin America Operations Segment
Revenue:
Retail merchandise sales		$	174,398			$	179,119			(3)	%		$	163,529			(9)	%
Pawn loan fees		82,092				74,348				10	%		76,951				4	%
Wholesale scrap jewelry sales		18,428				24,121				(24)	%		18,428				(24)	%

Total revenue		274,918				277,588				(1)	%		258,908				(7)	%

Cost of revenue:
Cost of retail merchandise sold		108,448				115,016				(6)	%		101,709				(12)	%
Cost of wholesale scrap jewelry sold		16,229				18,766				(14)	%		15,210				(19)	%

Total cost of revenue		124,677				133,782				(7)	%		116,919				(13)	%

Net revenue		150,241				143,806				4	%		141,989				(1)	%

Segment expenses:
Store operating expenses		87,631				83,543				5	%		82,513				(1)	%
Depreciation and amortization		8,797				7,665				15	%		8,310				8	%
Total segment expenses		96,428				91,208				6	%		90,823				—	%

Segment pre-tax operating income		$	53,813			$	52,598			2	%		$	51,166			(3)	%

Operating metrics:
Retail merchandise sales margin	38			%	36			%				38			%
Wholesale scrap jewelry sales margin	12			%	22			%				17			%
Net revenue margin	55			%	52			%				55			%
Segment pre-tax operating margin	20			%	19			%				20			%

Constant Currency Basis
Nine Months
Ended
Nine Months Ended September 30, Increase /
September 30, Increase / 2017 (Decrease)
2017 2016 (Decrease) (Non-GAAP) (Non-GAAP)
Latin America Operations Segment
Revenue:
Retail merchandise sales $ 231,034
$ 199,861
16 % $ 238,833
19 %
Pawn loan fees 96,090
87,887
9 % 99,272
13 %
Wholesale scrap jewelry sales 15,855
9,996
59 % 15,855
59 %
Consumer loan and credit services fees 1,329
1,460
(9 )% 1,377
(6 )%
Total revenue 344,308
299,204
15 % 355,337
19 %

Cost of revenue:
Cost of retail merchandise sold 145,669
124,534
17 % 150,536
21 %
Cost of wholesale scrap jewelry sold 14,770
7,787
90 % 15,238
96 %
Consumer loan and credit services loss provision 304
400
(24 )% 315
(21 )%
Total cost of revenue 160,743
132,721
21 % 166,089
25 %

Net revenue 183,565
166,483
10 % 189,248
14 %

Segment expenses:
Store operating expenses 94,736
83,367
14 % 97,565
17 %
Depreciation and amortization 7,723
7,919
(2 )% 7,956
— %
Total segment expenses 102,459
91,286
12 % 105,521
16 %

Segment pre-tax operating income $ 81,106
$ 75,197
8 % $ 83,727
11 %

Retail Merchandise Sales Operations

Latin America retail merchandise sales ~~increased 16% (19%~~decreased 3% (9% on a constant currency basis) to ~~$231,034~~$174.4 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 compared to ~~$199,861~~$179.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016. The increase was primarily due to a 9% increase (13%~~2020. Same-store retail sales decreased 5% (11% on a constant currency basis) during the six months ended June 30, 2021 compared to six months ended June 30, 2020. The decrease in ~~same-store~~ retail sales was primarily a result of significantly lower than normal inventory levels at the beginning of 2021, which ~~included a same-store~~limited retail sales ~~increase~~during first half of ~~25% (20% on a constant currency basis) in~~2021, partially offset by the ~~Maxi Prenda stores acquired in~~government imposed COVID-19 retail restrictions discussed above, which limited retail sales during the ~~fourth~~second quarter of ~~2015 and first quarter of 2016. Excluding~~2020. Partially offsetting the ~~Maxi Prenda stores, same-store~~declines in retail sales ~~increased 9% (13% on a constant currency basis), which was primarily due to strong retail demand trends and the maturation of existing stores. During the nine months ended September 30, 2017,~~revenue, the gross profit margin on retail merchandise sales was ~~37% compared to~~ 38% during the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2021 compared to 36% during the six months ended June 30, 2020.

Pawn Lending Operations

Pawn loan fees in Latin America increased ~~9% (13%~~10% (4% on a constant currency basis) totaling ~~$96,090~~$82.1 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 compared to ~~$87,887~~$74.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016 as a result of the 24% (16%~~2020. Same-store pawn fees increased 9% (2% on a constant currency basis) ~~increase in pawn loan receivables as of September~~during the six months ended June 30, ~~2017~~2021 compared to ~~September~~the six months ended June 30, ~~2016.~~2020. The increase in ~~pawn receivables reflects a~~total and same-store ~~pawn receivable increase of 22% (14% on a~~ constant currency ~~basis) and new store additions. The increase in same-store~~ pawn ~~receivables~~loan fees was primarily due to ~~strong demand for~~the continued improvement of pawn ~~loans and~~loan origination activity during the ~~maturation~~first half of ~~existing stores.~~2021, partially offset by significantly lower than normal beginning pawn loan levels.

Wholesale Scrap Jewelry Operations

Latin America wholesale scrap jewelry revenue, consisting primarily of gold sales, ~~increased 59%~~decreased 24% (also 24% on a constant currency basis) to ~~$15,855~~$18.4 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 compared to ~~$9,996~~$24.1 million during the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2020. The ~~increase in wholesale scrap jewelry revenue~~decrease was primarily due to ~~reduced~~an increase in general scrapping ~~activities in the Maxi Prenda stores~~volumes during the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2020 as ~~those stores were being converted~~a result of retail restrictions related to ~~the Company’s proprietary point of sale and loan management system.~~COVID-19. The scrap jewelry gross profit margin in Latin America was ~~7% (4%~~12% (17% on a constant currency basis) during the six months ended June 30, 2021 compared to the prior-year margin of 22%.

Segment Expenses and Segment Pre-Tax Operating Income

Store operating expenses increased 5% (decreased 1% on a constant currency basis) to $87.6 million during the six months ended June 30, 2021 compared to $83.5 million during the six months ended June 30, 2020. Total store operating expenses increased primarily due to the 3% increase in the Latin America weighted-average store count. Same-store operating expenses increased 2% (decreased 4% on a constant currency basis) compared to the prior-year ~~margin of 22%. Scrap jewelry profits accounted for 1% of~~ period.

Latin America ~~net revenue (gross profit) for the nine months ended September 30, 2017, which equaled the nine months ended September 30, 2016.~~

~~Segment Expenses~~store depreciation and ~~Segment Pre-Tax Operating Income~~

The segment pre-tax operating income for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 was ~~$81,106,~~$53.8 million, which generated a pre-tax segment operating margin of ~~24%~~20% compared to ~~$75,197~~$52.6 million and ~~25%~~19% in the prior year, respectively.

Consolidated Results of Operations

The following table reconciles pre-tax operating income of the Company’s U.S. operations segment and Latin America operations segment discussed above to consolidated net income for the ~~nine~~six months ended ~~September~~June 30, ~~2017 as~~2021 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016:~~2020 (dollars in thousands):


	Six Months Ended
	June 30,				Increase /
	2021		2020		(Decrease)
Consolidated Results of Operations
Segment pre-tax operating income:
U.S. operations	$	108,020	$	116,634		(7)	%
Latin America operations	53,813		52,598			2	%
Consolidated segment pre-tax operating income	161,833		169,232			(4)	%

Corporate expenses and other income:
Administrative expenses	58,397		61,288			(5)	%
Depreciation and amortization	1,988		2,371			(16)	%
Interest expense	14,428		15,392			(6)	%
Interest income	(277)		(710)			(61)	%
Merger and acquisition expenses	1,252		202			520	%
(Gain) loss on foreign exchange	(310)		2,071			115	%

Write-off of certain Cash America merger related lease intangibles	1,279		3,812			(66)	%
Impairment of certain other assets	—		1,900			(100)	%
Total corporate expenses and other income	76,757		86,326			(11)	%

Income before income taxes	85,076		82,906			3	%

Provision for income taxes	22,934		24,115			(5)	%

Net income	$	62,142	$	58,791		6	%

Nine Months Ended
September 30, Increase /
2017 2016 (Decrease)
Consolidated Results of Operations
U.S. operations segment pre-tax operating income $ 178,002
$ 71,182
150 %
Latin America operations segment pre-tax operating income 81,106
75,197
8 %
Consolidated segment pre-tax operating income 259,108
146,379
77 %

Corporate expenses and other income:
Administrative expenses 93,542
58,277
61 %
Depreciation and amortization 16,322
3,419
377 %
Interest expense 17,827
13,859
29 %
Interest income (1,138 ) (636 ) 79 %
Merger and other acquisition expenses 3,164
33,877
(91 )%
Loss on extinguishment of debt 14,114
—
— %
Net loss on sale of common stock of Enova —
253
(100 )%
Total corporate expenses and other income 143,831
109,049
32 %

Income before income taxes 115,277
37,330
209 %

Provision for income taxes 39,119
13,895
182 %

Net income $ 76,158
$ 23,435
225 %

Comprehensive income (loss) $ 107,519
$ (7,269 ) 1,579 %

Corporate Expenses and Taxes

Administrative expenses ~~increased 61%~~decreased 5% to ~~$93,542~~$58.4 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 compared to ~~$58,277~~$61.3 million during the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2020, primarily ~~as a result of the Merger and a 54% increase in the weighted-average store count resulting in additional management and supervisory compensation~~due to reduced travel costs and other ~~support expenses required for such growth,~~cost saving initiatives in response to COVID-19, partially offset by a ~~3% unfavorable~~6% favorable change in the average value of the Mexican peso ~~which reduced comparative administrative~~resulting in higher U.S. dollar translated expenses and a 2% increase in ~~Mexico. As a percentage~~the consolidated weighted-average store count. Administrative expenses were 7% of revenue ~~administrative expenses~~during both the six months ended June 30, 2021 and 2020.

Interest expense decreased ~~from 9%~~6% to $14.4 million during the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2021 compared to ~~7% during~~$15.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, primarily due to ~~synergies realized from~~lower average balances outstanding on the Company’s unsecured credit facilities and lower average interest rates during the six months ended June 30, 2021 compared to the six months ended June 30, 2020, partially offset by an increase in the Company’s outstanding senior unsecured notes. See Note 5 of Notes to Consolidated Financial Statements and “Liquidity and Capital Resources.”

Merger and ~~the Maxi Prenda acquisition.~~

Gain on foreign exchange increased 115% to $0.3 million during the six months ended ~~September~~June 30, ~~2017~~2021 compared to ~~$13,859 for~~a loss of $2.1 million in the ~~nine~~six months ended ~~September~~June 30, ~~2016. See “—Liquidity and Capital Resources.”~~

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2021, the Company ~~repurchased through~~recorded a ~~tender offer, or otherwise redeemed, its outstanding $200,000, 6.75% senior notes due 2021 incurring~~$1.3 million write-off of certain Cash America merger related lease intangibles compared to a ~~loss on extinguishment~~$3.8 million write-off of ~~debt of $14,114.~~

Consolidated effective ~~federal~~ income tax rates for the six months ended June 30, 2021 and 2020 were ~~33.9%~~27.0% and ~~37.2%~~29.1%, respectively. The decrease in the effective tax rate was primarily due to ~~certain significant Merger related expenses being non-deductible for income tax purposes during~~ the ~~nine months ended September 30, 2016, the tax impact of the loss on extinguishment of debt and changes~~Internal Revenue Service finalizing regulations in ~~certain tax estimates made during 2017 as a result of finalizing the 2016 tax returns.~~

~~Net Income, Adjusted Net Income, Net Income Per Share and Adjusted Net Income Per Share~~

Nine Months Ended September 30,
2017 2016
As Reported Adjusted As Reported Adjusted
(GAAP) (Non-GAAP) (GAAP) (Non-GAAP)
Revenue $ 1,299,617
$ 1,299,617
$ 626,335
$ 626,335
Net revenue $ 698,370
$ 698,370
$ 350,688
$ 350,688
Net income $ 76,158
$ 87,044
$ 23,435
$ 47,884
Diluted earnings per share $ 1.58
$ 1.81
$ 0.77
$ 1.58
Weighted avg diluted shares 48,117
48,117
30,372
30,372

~~GAAP and adjusted earnings per share~~GILTI provisions for ~~the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 were negatively impacted by $0.03 per share due to the year-over-year 3% unfavorable change~~foreign operations in the ~~average value of~~U.S. federal tax code as noted in the Mexican peso. Adjusted net income removes certain items from GAAP net income that the Company does not consider to be representative of its actual operating performance, such as Merger and other acquisition expenses, but does not adjust for the effects of foreign currency rate fluctuations. See “—Non-GAAP Financial Information—Adjusted Net Income and Adjusted Net Income Per Share” below.quarter-to-date section above.

LIQUIDITY AND CAPITAL RESOURCES

As of ~~September~~June 30, ~~2017,~~2021, the Company’s primary sources of liquidity were ~~$93,411~~$50.1 million in cash and cash equivalents, ~~$265,544~~$363.9 million of available and unused funds under the Company’s ~~long-term lines of~~revolving unsecured credit ~~with its commercial lenders, $441,016~~facilities, subject to certain financial covenants, $352.3 million in customer loans and fees and service charges receivable and ~~$308,683~~$217.0 million in inventories. AsSee Note 5 of ~~September 30, 2017, the amount of cash associated with indefinitely reinvested foreign earnings was $42,329, which is primarily held in Mexican pesos.~~Notes to Consolidated Financial Statements. The Company had working capital of ~~$758,637~~$401.2 million as of ~~September~~June 30, ~~2017 and total equity exceeded liabilities by a ratio of 2.2 to 1.~~2021.

The Company ~~may redeem the Notes at any time on or after June 1, 2020, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any. In addition, prior~~intends to June 1, 2020, the Company may redeem some or all of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a “make-whole” premium set forth in the Indenture. The Company may redeem up to 35% of the Notes prior to June 1, 2020, with the proceeds of certain equity offerings at a redemption price of 105.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any. In addition, upon a change of control, noteholders have the right to require the Company to purchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any.

In ~~January 2015,~~July 2021, the Company’s Board of Directors ~~authorized~~declared a common stock repurchase program for up to 2,000,000 shares of the Company’s outstanding common stock. During the first quarter of 2017, the Company repurchased 228,000 shares of its common stock at an aggregate cost of $10,005 and an average cost$0.30 per share of $43.94. In May 2017, the Company’s Board of Directors authorized a new common stock repurchase program for up to $100,000 of the Company’s outstanding common stock. The new share repurchase program replaced the Company’s prior share repurchase plan, which was terminated in May 2017. Under the May 2017 stock repurchase program, the Company has repurchased 954,000 shares of its common stock at an aggregate cost of $55,030 and an average cost per share of $57.65 and $44,970 remains available for repurchases as of September 30, 2017. The Company intends to continue repurchases under its repurchase program in 2017 through open market transactions under trading plans in accordance with Rule 10b5-1 and Rule 10b-18 under the Exchange Act of 1934, as amended, subject to a variety of factors, including, but not limited to, the level of cash balances, credit availability, debt covenant restrictions, general business conditions, regulatory requirements, the market price of the Company’s stock, dividend policy and the availability of alternative investment opportunities.

During the six months ended June 30, 2021, the Company repurchased a total of 536,000 shares of common stock at an aggregate cost of $38.0 million and an average cost per share of $70.87, and during the six months ended June 30, 2020, repurchased 981,000 shares of common stock at an aggregate cost of $80.3 million and an average cost per share of $81.84. The Company has approximately $83.9 million of remaining availability under its currently authorized stock repurchase program. While the Company intends to continue repurchases under its active share repurchase program, future share repurchases are subject to a variety of factors, including, but not limited to, the level of cash balances, credit availability, debt covenant restrictions, general business conditions, regulatory requirements, the market price of the Company’s stock, dividend policy, the availability of alternative investment opportunities, including acquisitions, and the impact of COVID-19.

The following tables set forth certain historical information with respect to the Company’s sources and uses of cash and other key indicators of liquidity (dollars in thousands):


	Six Months Ended June 30,
	2021		2020
Cash flow provided by operating activities	$	113,749	$	143,299
Cash flow (used in) provided by investing activities	$	(107,947)	$	130,443
Cash flow used in financing activities	$	(21,495)	$	(244,757)

As of June 30,

2021

2020

Working capital

401,174

325,518

Current ratio

2.7:1

2.6:1

Liabilities to equity ratio

0.9:1

0.8:1

Net Debt Ratio (1)

2.6:1

1.5:1

(1)Adjusted EBITDA, a component of the Net Debt Ratio, is a non-GAAP financial measure. See “Non-GAAP Financial Information” for a calculation of the Net Debt Ratio.

Net cash provided by operating activities decreased $29.6 million, or 21%, from $143.3 million for the six months ended June 30, 2020 to $113.7 million for the six months ended June 30, 2021 due to net changes in certain non-cash adjustments to reconcile net income to operating cash flow and net changes in other operating assets and liabilities (as detailed in the consolidated statements of cash flows), and an increase in net income of $3.4 million.

Net cash used in investing activities increased $238.4 million, or 183%, from net cash provided by investing activities of $130.4 million for the six months ended June 30, 2020 to net cash used in investing activities of $107.9 million for the six months ended June 30, 2021. Cash flows from investing activities included funding of pawn store acquisitions, purchases of furniture, fixtures, equipment and improvements, which includes capital expenditures for improvements to existing stores and for new store openings and other corporate assets, and discretionary purchases of store real property. In addition, cash flows related to net fundings/repayments of pawn loans are included in investing activities. The Company paid $49.3 million in cash related to current and prior-year store acquisitions, $21.0 million for furniture, fixtures, equipment and improvements and $29.1 million for discretionary store real property purchases during the six months ended June 30, 2021 compared to $7.8 million, $20.5 million and $19.6 million in the prior-year period, respectively. The Company funded a net increase in pawn loans of $8.5 million during the six months ended June 30, 2021 whereas the Company received funds from a net decrease in pawn loans of $178.3 million during the six months ended June 30, 2020.

Net cash used in financing activities decreased $223.3 million, or 91%, from $244.8 million for the six months ended June 30, 2020 to $21.5 million for the six months ended June 30, 2021. Net borrowings on the credit facilities were $40.0 million during the six months ended June 30, 2021 compared to net payments of $138.5 million during the six months ended June 30, 2020. The Company funded $36.4 million worth of share repurchases and paid dividends of $23.4 million during the six months ended June 30, 2021, compared to funding $80.3 million worth of share repurchases and dividends paid of $22.5 million during the six months ended June 30, 2020. In addition, the Company paid $1.7 million in withholding taxes on net share settlements of restricted stock awards during the six months ended June 30, 2021 compared to $3.3 million during the six months ended June 30, 2020.

The continued developments and fluidity of the COVID-19 pandemic make it difficult to predict the impact of COVID-19 on the Company’s liquidity and presents a material uncertainty which could adversely affect the Company’s results of operations, financial condition and cash flows in the future. Other factors such as changes in general customer traffic and demand, loan balances, loan-to-value ratios, collection of pawn fees, merchandise sales, inventory levels, seasonality, operating expenses, administrative expenses, expenses related to merger and acquisition activities, tax rates, gold prices, foreign currency exchange rates and the pace of new store expansion and acquisitions, affect the Company’s liquidity. Regulatory developments affecting the Company’s operations may also impact profitability and liquidity. See “Regulatory Developments.” Additionally, a prolonged reduction in earnings and EBITDA could limit the Company’s future ability to fully borrow under its credit facilities under current leverage covenants.

REGULATORY DEVELOPMENTS

The Company remains subject to significant regulation of its pawn and general business operations in all of the jurisdictions in which it operates. Existing regulations and regulatory developments are further and more completely described under “Governmental Regulation” in Part I, Item 1 of the Company’s 2020 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 1, 2021. There have been no material changes in regulatory developments directly affecting the Company since December 31, 2020.

In January 2021, the Illinois General Assembly passed the Predatory Loan Prevention Act (“PLPA”) that caps annual effective interest rates at 36% on most consumer loans, including payday and car title loans. On March 23, 2021, the governor of Illinois signed the PLPA into law, making it effective immediately. The Company does not believe the PLPA applies to collateralized pawn loans. The Company had 25 pawn stores located in Illinois as of June 30, 2021.

NON-GAAP FINANCIAL INFORMATION

The Company uses certain financial calculations such as adjusted net income, adjusted ~~net income~~diluted earnings per share, EBITDA, adjusted EBITDA, free cash flow, adjusted free cash flow and constant currency results ~~(as defined or explained below)~~ as factors in the measurement and evaluation of the Company’s operating performance and period-over-period growth. The Company derives these financial calculations on the basis of methodologies other than ~~generally accepted accounting principles (“GAAP”),~~GAAP, primarily by excluding from a comparable GAAP measure certain items the Company does not consider to be representative of its actual operating performance. These financial calculations are “non-GAAP financial measures” as defined ~~in Securities and Exchange Commission (“SEC”)~~under the SEC rules. The Company uses these non-GAAP financial measures in operating its business because management believes they are less susceptible to variances in actual operating performance that can result from the excluded items, other infrequent charges and currency fluctuations. The Company presents these financial measures to investors because management believes they are useful to investors in evaluating the primary factors that drive the Company’s core operating performance and ~~because management believes they~~ provide greater transparency into the Company’s results of operations. However, items that are excluded and other adjustments and assumptions that are made in calculating ~~adjusted net income, adjusted net income per share, EBITDA, adjusted EBITDA, free cash flow, adjusted free cash flow and constant currency results~~these non-GAAP financial measures are significant components in understanding and assessing the Company’s financial performance. These non-GAAP financial measures should be evaluated in conjunction with, and are not a substitute for, the Company’s GAAP financial measures. Further, because these non-GAAP financial measures are not determined in accordance with GAAP and are thus susceptible to varying calculations, ~~adjusted net income, adjusted net income per share, EBITDA, adjusted EBITDA, free cash flow, adjusted free cash flow and constant currency results,~~the non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures of other companies.

While acquisitions are an important part of the Company’s overall strategy, the Company has adjusted the applicable financial calculations to exclude merger and acquisition expenses to allow more accurate comparisons of the financial results to prior periods. In addition, the Company does not consider these merger and acquisition expenses to be related to the organic operations of the acquired businesses or its continuing operations and such expenses are generally not relevant to assessing or estimating the long-term performance of the acquired businesses. Merger and acquisition expenses include incremental costs directly associated with merger and acquisition activities, including professional fees, legal expenses, severance, retention and other employee-related costs, contract breakage costs and costs related to the consolidation of technology systems and corporate facilities, among others.

The Company ~~expects to incur additional expenses~~has certain leases in ~~2017 and 2018~~Mexico which are denominated in ~~connection with its Merger and integration~~U.S. dollars. The lease liability of ~~Cash America.~~these U.S. dollar denominated leases, which is considered a monetary liability, is remeasured into Mexican pesos using current period exchange rates resulting in the recognition of foreign currency exchange gains or losses. The Company has adjusted the applicable financial measures to exclude these remeasurement gains or losses because they are non-cash, non-operating items ~~because it generally would not incur such costs~~that could create volatility in the Company’s consolidated results of operations due to the magnitude of the end of period lease liability being remeasured and ~~expenses as part~~to improve comparability of ~~its continuing operations. The Merger related expenses are predominantly incremental costs directly associated~~current periods presented with prior periods.

In conjunction with the ~~Merger and integration~~Cash America merger in 2016, the Company recorded certain lease intangibles related to above or below market lease liabilities of Cash America ~~including professional fees, legal expenses, severance~~which are included in the operating lease right of use asset on the consolidated balance sheets. As the Company continues to opportunistically purchase real estate from landlords at certain Cash America stores, the associated lease intangible, if any, is written-off and ~~retention payments, accelerated vesting~~gain or loss is recognized. The Company has adjusted the applicable financial measures to exclude these gains or losses given the variability in size and timing of ~~certain equity compensation awards, contract breakage costs~~these transactions and ~~costs related to consolidation~~because they are non-cash, non-operating gains or losses. The Company believes this improves comparability of ~~technology systems and corporate facilities.~~operating results for current periods presented with prior periods.

Adjusted Net Income and Adjusted ~~Net Income~~Diluted Earnings Per Share

Management believes the presentation of adjusted net income and adjusted ~~net income~~diluted earnings per share ~~(“Adjusted Income Measures”)~~ provides investors with greater transparency and provides a more complete understanding of the Company’s financial performance and prospects for the future by excluding items that management believes are non-operating in nature and not representative of the Company’s core operating ~~performance.~~performance of its continuing operations. In addition, management believes the adjustments shown below are useful to investors in order to allow them to compare the Company’s financial results for the current periods presented with the prior periods presented.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	FCFS	The Nasdaq Stock Market



~~PART I.~~	~~FINANCIAL INFORMATION~~

Item 1.	Financial Statements (Unaudited)			1
			~~Condensed~~ Consolidated Balance Sheets		1
			~~Condensed~~ Consolidated Statements of Income ~~(Loss)~~		2
			~~Condensed~~ Consolidated Statements of Comprehensive Income (Loss)		3
			~~Condensed~~ Consolidated Statements of Changes in ~~Stockholders'~~Stockholders’ Equity		34
			~~Condensed~~ Consolidated Statements of Cash Flows		56
			Notes to ~~Condensed~~ Consolidated Financial Statements		67
Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations		1718
Item 3.			Quantitative and Qualitative Disclosures About Market Risk		4439
Item 4.			Controls and Procedures		4539

PART II.			OTHER INFORMATION

Item 1.			Legal Proceedings		4539
Item 1A.			Risk Factors		4539
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds		4540
Item 3.			Defaults Upon Senior Securities		4640
Item 4.			Mine Safety Disclosures		4640
Item 5.			Other Information		4640
Item 6.			Exhibits		4741

~~SIGNATURES~~		48


	September 30,		Favorable /				June 30,
	2017	2016	(Unfavorable)				2021	2020	Favorable
Mexican peso / U.S. dollar exchange rate:						Mexican peso / U.S. dollar exchange rate:
End-of-period	18.2	19.5		7	%	End-of-period	19.8	23.0		14	%
Three months ended	17.8	18.7		5	%	Three months ended	20.1	23.4		14	%
Nine months ended	18.9	18.3		(3	)%
Six months ended						Six months ended	20.2	21.6		6	%

Guatemalan quetzal / U.S. dollar exchange rate:						Guatemalan quetzal / U.S. dollar exchange rate:
End-of-period	7.3	7.5		3	%	End-of-period	7.7	7.7		—	%
Three months ended	7.3	7.6		4	%	Three months ended	7.7	7.7		—	%
Nine months ended	7.4	7.6		3	%
Six months ended						Six months ended	7.7	7.7		—	%

Colombian peso / U.S. dollar exchange rate:						Colombian peso / U.S. dollar exchange rate:
End-of-period						End-of-period	3,757	3,759		—	%
Three months ended						Three months ended	3,690	3,846		4	%
Six months ended						Six months ended	3,622	3,689		2	%



~~[ X ]~~☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



~~[ ]~~☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



FIRSTCASH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)

	September 30,						December 31,
	2017			2016			2016
ASSETS
Cash and cash equivalents	$	93,411		$	83,356		$	89,955
Fees and service charges receivable	45,134			45,708			41,013
Pawn loans	371,367			373,169			350,506
Consumer loans, net	24,515			27,792			29,204
Inventories	308,683			332,862			330,683
Income taxes receivable	27,867			36,449			25,510
Prepaid expenses and other current assets	23,818			31,935			25,264
Investment in common stock of Enova	—			54,786			—
Total current assets	894,795			986,057			892,135

Property and equipment, net	234,309			240,749			236,057
Goodwill	834,883			865,350			831,151
Intangible assets, net	95,991			106,502			104,474
Other assets	59,054			69,125			71,679
Deferred tax assets	12,694			9,912			9,707
Total assets	$	2,131,726		$	2,277,695		$	2,145,203

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities	$	94,769		$	129,997		$	109,354
Customer deposits	37,626			37,591			33,536
Income taxes payable	3,763			910			738
Total current liabilities	136,158			168,498			143,628

Revolving unsecured credit facilities	140,000			360,000			260,000
Senior unsecured notes	294,961			196,373			196,545
Deferred tax liabilities	73,203			42,125			61,275
Other liabilities	19,725			77,645			33,769
Total liabilities	664,047			844,641			695,217

Stockholders’ equity:
Preferred stock	—			—			—
Common stock	493			493			493
Additional paid-in capital	1,219,589			1,217,820			1,217,969
Retained earnings	436,159			359,926			387,401
Accumulated other comprehensive loss	(88,445		)	(109,114		)	(119,806		)
Common stock held in treasury, at cost	(100,117		)	(36,071		)	(36,071		)
Total stockholders’ equity	1,467,679			1,433,054			1,449,986
Total liabilities and stockholders’ equity	$	2,131,726		$	2,277,695		$	2,145,203

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



FIRSTCASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(unaudited, in thousands, except per share amounts)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Revenue:
Retail merchandise sales	$	246,334		$	152,215		$	750,150		$	386,534
Pawn loan fees	132,545			79,505			383,428			182,816
Wholesale scrap jewelry sales	37,528			18,956			107,285			35,906
Consumer loan and credit services fees	19,005			10,477			58,754			21,079
Total revenue	435,412			261,153			1,299,617			626,335

Cost of revenue:
Cost of retail merchandise sold	161,350			93,399			483,458			239,166
Cost of wholesale scrap jewelry sold	36,831			16,977			102,370			30,701
Consumer loan and credit services loss provision	6,185			3,413			15,419			5,780
Total cost of revenue	204,366			113,789			601,247			275,647

Net revenue	231,046			147,364			698,370			350,688

Expenses and other income:
Store operating expenses	138,966			80,574			412,780			190,563
Administrative expenses	29,999			24,500			93,542			58,277
Depreciation and amortization	13,872			7,281			42,804			17,165
Interest expense	6,129			5,073			17,827			13,859
Interest income	(418		)	(138		)	(1,138		)	(636		)
Merger and other acquisition expenses	911			29,398			3,164			33,877
Loss on extinguishment of debt	20			—			14,114			—
Net loss on sale of common stock of Enova	—			253			—			253
Total expenses and other income	189,479			146,941			583,093			313,358

Income before income taxes	41,567			423			115,277			37,330

Provision for income taxes	13,293			1,835			39,119			13,895

Net income (loss)	$	28,274		$	(1,412	)	$	76,158		$	23,435

Net income (loss) per share:
Basic	$	0.59		$	(0.04	)	$	1.58		$	0.77
Diluted	$	0.59		$	(0.04	)	$	1.58		$	0.77

Dividends declared per common share	$	0.190		$	0.125		$	0.570		$	0.375

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



FIRSTCASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017		2016
Net income (loss)	$	28,274		$	(1,412	)	$	76,158	$	23,435
Other comprehensive income (loss):
Currency translation adjustment	(4,981		)	(12,248		)	31,361		(28,951		)
Change in fair value of investment in common stock of Enova ⁽¹⁾	—			(1,753		)	—		(1,753		)
Comprehensive income (loss)	$	23,293		$	(15,413	)	$	107,519	$	(7,269	)

(1) Net of tax benefit of $1,031 for the three and nine months ended September 30, 2016.

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 12/31/2016	—	$	—	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	—	—		—	—		(242		)	—			—			(13	)	549			307
Share-based compensa-tion expense	—	—		—	—		2,302			—			—			—		—			2,302
Net income	—	—		—	—		—			76,158			—			—		—			76,158
Dividends paid	—	—		—	—		—			(27,400		)	—			—		—			(27,400		)
Currency translation adjustment	—	—		—	—		—			—			31,361			—		—			31,361
Repurchases of treasury stock	—	—		—	—		—			—			—			1,182		(65,035		)	(65,035		)
Balance at 9/30/2017	—	$	—	49,276	$	493	$	1,219,589		$	436,159		$	(88,445	)	1,928		$	(100,117	)	$	1,467,679

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



FIRSTCASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
	Nine Months Ended
	September 30,
	2017			2016
Cash flow from operating activities:
Net income	$	76,158		$	23,435
Adjustments to reconcile net income to net cash flow provided by operating activities:
Non-cash portion of credit loss provision	10,012			2,368
Share-based compensation expense	2,302			4,025
Net loss on sale of common stock of Enova	—			253
Depreciation and amortization expense	42,804			17,165
Amortization of debt issuance costs	1,322			1,083
Amortization of favorable/(unfavorable) lease intangibles, net	(744		)	(58		)
Loss on extinguishment of debt	14,114			—
Deferred income taxes, net	11,137			8,665
Changes in operating assets and liabilities, net of business combinations:
Fees and service charges receivable	(3,017		)	(2,630		)
Inventories	5,206			(4,924		)
Prepaid expenses and other assets	7,819			1,774
Accounts payable, accrued liabilities and other liabilities	(21,036		)	2,990
Income taxes	2,769			(13,672		)
Net cash flow provided by operating activities	148,846			40,474
Cash flow from investing activities:
Loan receivables, net of cash repayments	5,261			(31,486		)
Purchases of property and equipment	(26,595		)	(23,426		)
Portion of aggregate merger consideration paid in cash, net of cash acquired	—			(8,251		)
Acquisitions of pawn stores, net of cash acquired	(1,141		)	(28,756		)
Proceeds from sale of common stock of Enova	—			2,962
Net cash flow used in investing activities	(22,475		)	(88,957		)
Cash flow from financing activities:
Borrowings from revolving credit facilities	181,000			396,000
Repayments of revolving credit facilities	(301,000		)	(94,000		)
Repayments of debt assumed from acquisitions	—			(238,532		)
Issuance of senior unsecured notes	300,000			—
Repurchase/redemption of senior unsecured notes	(200,000		)	—
Repurchase/redemption premiums paid on senior unsecured notes	(10,895		)	—
Debt issuance costs paid	(5,342		)	(2,340		)
Purchases of treasury stock	(65,035		)	—
Proceeds from exercise of share-based compensation awards	307			—
Dividends paid	(27,400		)	(10,591		)
Net cash flow provided by (used in) financing activities	(128,365		)	50,537
Effect of exchange rates on cash	5,450			(5,652		)
Change in cash and cash equivalents	3,456			(3,598		)
Cash and cash equivalents at beginning of the period	89,955			86,954
Cash and cash equivalents at end of the period	$	93,411		$	83,356

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


	Three Months Ended September 30, 2017											Three Months Ended June 30, 2021
	U.S. Operations		Latin America Operations		Corporate			Consolidated				U.S. Operations		Latin America Operations		Corporate		Consolidated
Revenue:											Revenue:
Retail merchandise sales	$	160,598	$	85,736	$	—		$	246,334		Retail merchandise sales	$	173,254	$	92,313	$	0	$	265,567
Pawn loan fees	95,266		37,279		—			132,545			Pawn loan fees	66,942		42,967		0		109,909
Wholesale scrap jewelry sales	32,397		5,131		—			37,528			Wholesale scrap jewelry sales	6,846		7,256		0		14,102
Consumer loan and credit services fees	18,525		480		—			19,005

Total revenue	306,786		128,626		—			435,412			Total revenue	247,042		142,536		0		389,578

Cost of revenue:											Cost of revenue:
Cost of retail merchandise sold	107,561		53,789		—			161,350			Cost of retail merchandise sold	95,599		57,825		0		153,424
Cost of wholesale scrap jewelry sold	31,518		5,313		—			36,831			Cost of wholesale scrap jewelry sold	5,387		6,545		0		11,932
Consumer loan and credit services loss provision	6,068		117		—			6,185

Total cost of revenue	145,147		59,219		—			204,366			Total cost of revenue	100,986		64,370		0		165,356

Net revenue	161,639		69,407		—			231,046			Net revenue	146,056		78,166		0		224,222

Expenses and other income:											Expenses and other income:
Store operating expenses	104,555		34,411		—			138,966			Store operating expenses	93,574		45,554		0		139,128
Administrative expenses	—		—		29,999			29,999			Administrative expenses	0		0		27,398		27,398
Depreciation and amortization	5,919		2,704		5,249			13,872			Depreciation and amortization	5,347		4,534		1,021		10,902
Interest expense	—		—		6,129			6,129			Interest expense	0		0		7,198		7,198
Interest income	—		—		(418		)	(418		)	Interest income	0		0		(119)		(119)
Merger and other acquisition expenses	—		—		911			911
Loss on extinguishment of debt	—		—		20			20
Merger and acquisition expenses											Merger and acquisition expenses	0		0		1,086		1,086
Gain on foreign exchange											Gain on foreign exchange	0		0		(577)		(577)

Write-off of certain Cash America merger related lease intangibles											Write-off of certain Cash America merger related lease intangibles	0		0		401		401

Total expenses and other income	110,474		37,115		41,890			189,479			Total expenses and other income	98,921		50,088		36,408		185,417

Income (loss) before income taxes	$	51,165	$	32,292	$	(41,890	)	$	41,567		Income (loss) before income taxes	$	47,135	$	28,078	$	(36,408)	$	38,805



	Three Months Ended September 30, 2016
	U.S. Operations		Latin America Operations		Corporate			Consolidated
Revenue:
Retail merchandise sales	$	84,547	$	67,668	$	—		$	152,215
Pawn loan fees	48,840		30,665		—			79,505
Wholesale scrap jewelry sales	15,046		3,910		—			18,956
Consumer loan and credit services fees	9,991		486		—			10,477
Total revenue	158,424		102,729		—			261,153

Cost of revenue:
Cost of retail merchandise sold	51,922		41,477		—			93,399
Cost of wholesale scrap jewelry sold	13,955		3,022		—			16,977
Consumer loan and credit services loss provision	3,275		138		—			3,413
Total cost of revenue	69,152		44,637		—			113,789

Net revenue	89,272		58,092		—			147,364

Expenses and other income:
Store operating expenses	52,480		28,094		—			80,574
Administrative expenses	—		—		24,500			24,500
Depreciation and amortization	2,906		2,602		1,773			7,281
Interest expense	—		—		5,073			5,073
Interest income	—		—		(138		)	(138		)
Merger and other acquisition expenses	—		—		29,398			29,398
Net loss on sale of common stock of Enova	—		—		253			253
Total expenses and other income	55,386		30,696		60,859			146,941

Income (loss) before income taxes	$	33,886	$	27,396	$	(60,859	)	$	423



	Nine Months Ended September 30, 2017
	U.S. Operations		Latin America Operations		Corporate			Consolidated
Revenue:
Retail merchandise sales	$	519,116	$	231,034	$	—		$	750,150
Pawn loan fees	287,338		96,090		—			383,428
Wholesale scrap jewelry sales	91,430		15,855		—			107,285
Consumer loan and credit services fees	57,425		1,329		—			58,754
Total revenue	955,309		344,308		—			1,299,617

Cost of revenue:
Cost of retail merchandise sold	337,789		145,669		—			483,458
Cost of wholesale scrap jewelry sold	87,600		14,770		—			102,370
Consumer loan and credit services loss provision	15,115		304		—			15,419
Total cost of revenue	440,504		160,743		—			601,247

Net revenue	514,805		183,565		—			698,370

Expenses and other income:
Store operating expenses	318,044		94,736		—			412,780
Administrative expenses	—		—		93,542			93,542
Depreciation and amortization	18,759		7,723		16,322			42,804
Interest expense	—		—		17,827			17,827
Interest income	—		—		(1,138		)	(1,138		)
Merger and other acquisition expenses	—		—		3,164			3,164
Loss on extinguishment of debt	—		—		14,114			14,114
Total expenses and other income	336,803		102,459		143,831			583,093

Income (loss) before income taxes	$	178,002	$	81,106	$	(143,831	)	$	115,277



	Nine Months Ended September 30, 2016
	U.S. Operations		Latin America Operations		Corporate			Consolidated
Revenue:
Retail merchandise sales	$	186,673	$	199,861	$	—		$	386,534
Pawn loan fees	94,929		87,887		—			182,816
Wholesale scrap jewelry sales	25,910		9,996		—			35,906
Consumer loan and credit services fees	19,619		1,460		—			21,079
Total revenue	327,131		299,204		—			626,335

Cost of revenue:
Cost of retail merchandise sold	114,632		124,534		—			239,166
Cost of wholesale scrap jewelry sold	22,914		7,787		—			30,701
Consumer loan and credit services loss provision	5,380		400		—			5,780
Total cost of revenue	142,926		132,721		—			275,647

Net revenue	184,205		166,483		—			350,688

Expenses and other income:
Store operating expenses	107,196		83,367		—			190,563
Administrative expenses	—		—		58,277			58,277
Depreciation and amortization	5,827		7,919		3,419			17,165
Interest expense	—		—		13,859			13,859
Interest income	—		—		(636		)	(636		)
Merger and other acquisition expenses	—		—		33,877			33,877
Net loss on sale of common stock of Enova	—		—		253			253
Total expenses and other income	113,023		91,286		109,049			313,358

Income (loss) before income taxes	$	71,182	$	75,197	$	(109,049	)	$	37,330



			Consumer
	Pawn		Loan	Total
	Locations ⁽¹⁾		Locations ⁽²⁾	Locations
U.S.:
Total locations, beginning of period	1,073		44	1,117
New locations opened	1		—	1
Locations closed or consolidated	(1	)	—	(1	)
Total locations, end of period	1,073		44	1,117

Latin America:
Total locations, beginning of period	952		28	980
New locations opened	9		—	9
Total locations, end of period	961		28	989

Total:
Total locations, beginning of period	2,025		72	2,097
New locations opened	10		—	10
Locations closed or consolidated	(1	)	—	(1	)
Total locations, end of period	2,034		72	2,106


⁽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 63 check cashing locations operated by independent franchisees under franchising agreements with the Company.


⁽¹⁾	At September 30, 2017, 317 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 offer consumer loan products.



	Balance at September 30,						Increase /
	2017			2016			(Decrease)
U.S. Operations Segment
Earning assets:
Pawn loans	$	281,217		$	300,646			(6	)%
Consumer loans, net ⁽¹⁾		24,108			27,381			(12	)%
Inventories		240,384			280,429			(14	)%
	$	545,709		$	608,456			(10	)%

Average outstanding pawn loan amount (in ones)	$	152		$	145			5	%

Composition of pawn collateral:
General merchandise	36		%	39		%
Jewelry	64		%	61		%
	100		%	100		%

Composition of inventories:
General merchandise	43		%	48		%
Jewelry	57		%	52		%
	100		%	100		%

Percentage of inventory aged greater than one year	9		%	6		%


⁽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 $9,251 and $11,641 as of September 30, 2017 and 2016, respectively.



										Constant Currency Basis
										Balance at
										September 30,		Increase /
	Balance at September 30,						Increase /			2017		(Decrease)
	2017			2016			(Decrease)			(Non-GAAP)		(Non-GAAP)
Latin America Operations Segment
Earning assets:
Pawn loans	$	90,150		$	72,523			24	%	$	84,378		16	%
Consumer loans, net		407			411			(1	)%	380			(8	)%
Inventories		68,299			52,433			30	%	63,855			22	%
	$	158,856		$	125,367			27	%	$	148,613		19	%

Average outstanding pawn loan amount (in ones)	$	67		$	59			14	%	$	63		7	%

Composition of pawn collateral:
General merchandise	82		%	82		%
Jewelry	18		%	18		%
	100		%	100		%

Composition of inventories:
General merchandise	75		%	80		%
Jewelry	25		%	20		%
	100		%	100		%

Percentage of inventory aged greater than one year	1		%	1		%



	Three Months Ended September 30,
	2017				2016
	As Reported		Adjusted		As Reported			Adjusted
	(GAAP)		(Non-GAAP)		(GAAP)			(Non-GAAP)
Revenue	$	435,412	$	435,412	$	261,153		$	261,153
Net revenue	$	231,046	$	231,046	$	147,364		$	147,364
Net income (loss)	$	28,274	$	28,861	$	(1,412	)	$	20,126
Diluted earnings (loss) per share	$	0.59	$	0.61	$	(0.04	)	$	0.58
Weighted avg diluted shares	47,668		47,668		34,631			34,631



								Constant Currency Basis
								Nine Months
								Ended
	Nine Months Ended							September 30,		Increase /
	September 30,				Increase /			2017		(Decrease)
	2017		2016		(Decrease)			(Non-GAAP)		(Non-GAAP)
Latin America Operations Segment
Revenue:
Retail merchandise sales	$	231,034	$	199,861		16	%	$	238,833		19	%
Pawn loan fees	96,090		87,887			9	%	99,272			13	%
Wholesale scrap jewelry sales	15,855		9,996			59	%	15,855			59	%
Consumer loan and credit services fees	1,329		1,460			(9	)%	1,377			(6	)%
Total revenue	344,308		299,204			15	%	355,337			19	%

Cost of revenue:
Cost of retail merchandise sold	145,669		124,534			17	%	150,536			21	%
Cost of wholesale scrap jewelry sold	14,770		7,787			90	%	15,238			96	%
Consumer loan and credit services loss provision	304		400			(24	)%	315			(21	)%
Total cost of revenue	160,743		132,721			21	%	166,089			25	%

Net revenue	183,565		166,483			10	%	189,248			14	%

Segment expenses:
Store operating expenses	94,736		83,367			14	%	97,565			17	%
Depreciation and amortization	7,723		7,919			(2	)%	7,956			—	%
Total segment expenses	102,459		91,286			12	%	105,521			16	%

Segment pre-tax operating income	$	81,106	$	75,197		8	%	$	83,727		11	%



	Nine Months Ended September 30,
	2017				2016
	As Reported		Adjusted		As Reported		Adjusted
	(GAAP)		(Non-GAAP)		(GAAP)		(Non-GAAP)
Revenue	$	1,299,617	$	1,299,617	$	626,335	$	626,335
Net revenue	$	698,370	$	698,370	$	350,688	$	350,688
Net income	$	76,158	$	87,044	$	23,435	$	47,884
Diluted earnings per share	$	1.58	$	1.81	$	0.77	$	1.58
Weighted avg diluted shares	48,117		48,117		30,372		30,372


	Three Months Ended June 30,								Six Months Ended June 30,
	2021				2020				2021				2020
	In Thousands		Per Share		In Thousands		Per Share		In Thousands		Per Share		In Thousands		Per Share
Net income and diluted earnings per share, as reported	$	28,427	$	0.70	$	25,873	$	0.62	$	62,142	$	1.52	$	58,791	$	1.41
Adjustments, net of tax:




Merger and acquisition expenses	826		0.02		96		—		942		0.02		146		—
Non-cash foreign currency (gain) loss related to lease liability	(524)		(0.02)		(308)		—		(103)		—		2,761		0.07

Non-cash write-off of certain Cash America merger related lease intangibles	309		0.01		140		—		985		0.02		2,935		0.07
Non-cash impairment of certain other assets (1)	—		—		—		—		—		—		1,463		0.04

Consumer lending wind-down costs and asset impairments	—		—		71		—		—		—		71		—

Adjusted net income and diluted earnings per share	$	29,038	$	0.71	$	25,872	$	0.62	$	63,966	$	1.56	$	66,167	$	1.59


⁽¹⁾	~~Resulting tax benefit for the three and nine months ended September 30, 2016 is less than the statutory rate as a portion of the transaction costs were not deductible for tax purposes.~~


									Trailing Twelve
	Three Months Ended				Six Months Ended				Months Ended
	June 30,				June 30,				June 30,
	2021		2020		2021		2020		2021			2020
Net income	$	28,427	$	25,873	$	62,142	$	58,791	$	109,930		$	147,706
Income taxes		10,378		11,316		22,934		24,115		35,939			55,682
Depreciation and amortization		10,902		10,324		21,514		20,998		42,621			42,518
Interest expense		7,198		6,974		14,428		15,392		28,380			32,509
Interest income		(119)		(525)		(277)		(710)		(1,107)			(1,406)
EBITDA		56,786		53,962		120,741		118,586		215,763			277,009
Adjustments:
Merger and acquisition expenses		1,086		134		1,252		202		2,366			1,263
Non-cash foreign currency (gain) loss related to lease liability		(749)		(440)		(147)		3,944		(2,842)			3,546
Loss on extinguishment of debt		—		—		—		—		11,737			—
Non-cash write-off of certain Cash America merger related lease intangibles		401		182		1,279		3,812		4,522			3,812
Non-cash impairment of certain other assets		—		—		—		1,900		—			1,900

Consumer lending wind-down costs and asset impairments		—		92		—		92		17			1,002

Adjusted EBITDA	$	57,524	$	53,930	$	123,125	$	128,536	$	231,563		$	288,532

Net Debt Ratio calculation:
Total debt (outstanding principal)									$	663,000		$	500,000
Less: cash and cash equivalents										(50,061)			(70,956)
Net debt									$	612,939		$	429,044
Adjusted EBITDA									$	231,563		$	288,532
Net Debt Ratio (Net Debt divided by Adjusted EBITDA)									2.6		:1	1.5		:1


	Total Number Of Shares Purchased	Average Price Paid Per Share		Total Number Of Shares Purchased As Part Of Publicly Announced Plans	Approximate Dollar Value Of Shares That May Yet Be Purchased Under The Plans




April 1 through April 30, 2021	182,000	$	71.89	182,000	$	103,768
May 1 through May 31, 2021	249,000	73.60		249,000	85,453
June 1 through June 30, 2021	21,000	76.90		21,000	83,862
Total	452,000	73.06		452,000


⁽¹⁾	~~The 2,000,000 share repurchase program was terminated in May 2017.~~


⁽²⁾	~~The $100,000 repurchase program was initiated in May 2017.~~


Plan Authorization Date	Plan Completion Date	Dollar Amount Authorized		Shares Purchased in 2021	Dollar Amount Purchased in 2021		Remaining Dollar Amount Authorized For Future Purchases
January 28, 2020	May 4, 2021	$	100,000	318,000	$	21,827	$	—
January 27, 2021	Currently active	100,000		218,000	16,138		83,862
Total				536,000	$	37,965	$	83,862



Dated: July 23, 2021		FIRSTCASH, INC.
~~Dated: November 1, 2017~~		~~FIRSTCASH, INC.~~(Registrant)
		~~(Registrant)~~

	/s/ RICK L. WESSEL
		Rick L. Wessel
		Chief Executive Officer
		(On behalf of the Registrant)

		/s/ R. DOUGLAS ORR
		R. Douglas Orr
		Executive Vice President and Chief Financial Officer
		(As Principal Financial and Accounting Officer)