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


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


For the quarterly period ended September 30, 2018March 31, 2019
OR
[    ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________


Commission file number 001-10960
fcfslogo.jpg
FIRSTCASH, INC.
(Exact name of registrant as specified in its charter)
Delaware75-2237318
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1600 West 7th Street, Fort Worth, Texas76102
(Address of principal executive offices)(Zip Code)


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


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


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


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


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
x  Large accelerated filer
o  Accelerated filer
o  Non-accelerated filer
o  Smaller reporting company
 
o  Emerging growth company





  


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


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


Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $.01 per shareFCFSThe Nasdaq Stock Market

As of October 25, 2018,April 23, 2019, there were 43,832,21543,127,980 shares of common stock outstanding.









  


FIRSTCASH, INC.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2018MARCH 31, 2019


INDEX


 
   
 
 
 
 
 
 
   
 
   
   





  


CAUTIONARY STATEMENT REGARDING RISKS AND UNCERTAINTIES THAT MAY AFFECT FUTURE RESULTS


Forward-Looking Information


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


These forward-looking statements are made to provide the public with management’s current assessment of the Company’s business. AlthoughWhile the Company believes the expectations reflected in forward-looking statements are reasonable, there can be no assurances such expectations will prove to be accurate. Security holders are cautioned such forward-looking statements involve risks and uncertainties. Certain factors may cause results to differ materially from those anticipated by the forward-looking statements made in this quarterly report. Such factors may include, without limitation, the risks, uncertainties and regulatory developments discussed and described in (i)(1) the Company’s 20172018 annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2018,5, 2019, including the risks described in Part 1, Item 1A, “Risk Factors” thereof, (ii)(2) in this quarterly report on Form 10-Q, and (iii)(3) other reports filed with the SEC. Many of these risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. The forward-looking statements contained in this quarterly report speak only as of the date of this quarterly report, and the Company expressly disclaims any obligation or undertaking to report any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.







  


PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS
FIRSTCASH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)
     
  September 30, December 31,
  2018 2017 2017
ASSETS      
Cash and cash equivalents $57,025
 $93,411
 $114,423
Fees and service charges receivable 49,141
 45,134
 42,736
Pawn loans 387,733
 371,367
 344,748
Consumer loans, net 17,804
 24,515
 23,522
Inventories 277,438
 308,683
 276,771
Income taxes receivable 1,065
 27,867
 19,761
Prepaid expenses and other current assets 18,396
 23,818
 20,236
Total current assets 808,602
 894,795
 842,197
       
Property and equipment, net 250,088
 234,309
 230,341
Goodwill 906,322
 834,883
 831,145
Intangible assets, net 88,900
 95,991
 93,819
Other assets 50,635
 59,054
 54,045
Deferred tax assets 11,933
 12,694
 11,237
Total assets $2,116,480
 $2,131,726
 $2,062,784
       
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Accounts payable and accrued liabilities $103,223
 $94,769
 $84,331
Customer deposits 35,874
 37,626
 32,019
Income taxes payable 279
 3,763
 4,221
Total current liabilities 139,376
 136,158
 120,571
       
Revolving unsecured credit facility 305,000
 140,000
 107,000
Senior unsecured notes 295,722
 294,961
 295,243
Deferred tax liabilities 52,149
 73,203
 47,037
Other liabilities 12,505
 19,725
 17,600
Total liabilities 804,752
 664,047
 587,451
       
Stockholders’ equity:      
Preferred stock 
 
 
Common stock 493
 493
 493
Additional paid-in capital 1,222,947
 1,219,589
 1,220,356
Retained earnings 569,691
 436,159
 494,457
Accumulated other comprehensive loss (97,970) (88,445) (111,877)
Common stock held in treasury, at cost (383,433) (100,117) (128,096)
Total stockholders’ equity 1,311,728
 1,467,679
 1,475,333
Total liabilities and stockholders’ equity $2,116,480
 $2,131,726
 $2,062,784
       
The accompanying notes are an integral part
of these condensed consolidated financial statements.

FIRSTCASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited, in thousands, except per share amounts)
     
  Three Months Ended Nine Months Ended
  September 30, September 30,
  2018 2017 2018 2017
Revenue:        
Retail merchandise sales $256,417
 $246,334
 $782,000
 $750,150
Pawn loan fees 134,613
 132,545
 387,418
 383,428
Wholesale scrap jewelry sales 24,650
 37,528
 86,850
 107,285
Consumer loan and credit services fees 14,198
 19,005
 43,382
 58,754
Total revenue 429,878
 435,412
 1,299,650
 1,299,617
         
Cost of revenue:        
Cost of retail merchandise sold 163,287
 161,350
 501,358
 483,458
Cost of wholesale scrap jewelry sold 23,859
 36,831
 80,430
 102,370
Consumer loan and credit services loss provision 5,474
 6,185
 13,095
 15,419
Total cost of revenue 192,620
 204,366
 594,883
 601,247
         
Net revenue 237,258
 231,046
 704,767
 698,370
         
Expenses and other income:        
Store operating expenses 141,755
 138,966
 417,899
 412,780
Administrative expenses 29,977
 29,999
 87,699
 93,542
Depreciation and amortization 10,850
 13,872
 33,085
 42,804
Interest expense 7,866
 6,129
 20,593
 17,827
Interest income (495) (418) (2,216) (1,138)
Merger and other acquisition expenses 3,222
 911
 5,574
 3,164
Loss on extinguishment of debt 
 20
 
 14,114
Total expenses and other income 193,175
 189,479
 562,634
 583,093
         
Income before income taxes 44,083
 41,567
 142,133
 115,277
         
Provision for income taxes 10,758
 13,293
 37,002
 39,119
         
Net income $33,325
 $28,274
 $105,131
 $76,158
         
Earnings per share:        
Basic $0.76
 $0.59
 $2.33
 $1.58
Diluted $0.76
 $0.59
 $2.33
 $1.58
         
Dividends declared per common share $0.22
 $0.19
 $0.66
 $0.57
         
The accompanying notes are an integral part
of these condensed consolidated financial statements.

FIRSTCASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands)
     
  Three Months Ended Nine Months Ended
  September 30, September 30,
  2018 2017 2018 2017
Net income $33,325
 $28,274
 $105,131
 $76,158
Other comprehensive income:        
Currency translation adjustment 16,698
 (4,981) 13,907
 31,361
Comprehensive income $50,023
 $23,293
 $119,038
 $107,519
         
 The accompanying notes are an integral part
of these condensed consolidated financial statements.

FIRSTCASH, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)
     
  March 31, December 31,
  2019 2018 2018
ASSETS      
Cash and cash equivalents $49,663
 $110,408
 $71,793
Fees and service charges receivable 43,993
 40,022
 45,430
Pawn loans 345,200
 322,625
 362,941
Consumer loans, net 11,017
 17,447
 15,902
Inventories 257,803
 254,298
 275,130
Income taxes receivable 1,096
 24
 1,379
Prepaid expenses and other current assets 9,329
 21,575
 17,317
Total current assets 718,101
 766,399
 789,892
       
Property and equipment, net 276,397
 234,126
 251,645
Right of use asset 298,167
 
 
Goodwill 932,773
 844,516
 917,419
Intangible assets, net 87,810
 91,764
 88,140
Other assets 10,927
 54,392
 49,238
Deferred tax assets 11,608
 12,499
 11,640
Total assets $2,335,783
 $2,003,696
 $2,107,974
       
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Accounts payable and accrued liabilities $77,363
 $88,328
 $96,928
Customer deposits 40,055
 35,692
 35,368
Income taxes payable 7,484
 12,266
 749
Lease liability, current 84,946
 
 
Total current liabilities 209,848
 136,286
 133,045
       
Revolving unsecured credit facility 255,000
 83,000
 295,000
Senior unsecured notes 296,053
 295,400
 295,887
Deferred tax liabilities 57,496
 49,063
 54,854
Lease liability, non-current 188,970
 
 
Other liabilities 
 15,661
 11,084
Total liabilities 1,007,367
 579,410
 789,870
       
Stockholders’ equity:      
Preferred stock 
 
 
Common stock 493
 493
 493
Additional paid-in capital 1,225,482
 1,220,491
 1,224,608
Retained earnings 638,574
 525,847
 606,810
Accumulated other comprehensive loss (107,694) (90,043) (113,117)
Common stock held in treasury, at cost (428,439) (232,502) (400,690)
Total stockholders’ equity 1,328,416
 1,424,286
 1,318,104
Total liabilities and stockholders’ equity $2,335,783
 $2,003,696
 $2,107,974
       
The accompanying notes are an integral part of these consolidated financial statements.
FIRSTCASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(unaudited, in thousands)
                     
  
Preferred
Stock
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accum-
ulated
Other
Compre-
hensive
Loss
 
Common Stock
Held in Treasury
 
Total
Stock-
holders’
Equity
  Shares Amount Shares Amount       Shares Amount  
Balance at 12/31/2017 
 $
 49,276
 $493
 $1,220,356
 $494,457
 $(111,877) 2,362
 $(128,096) $1,475,333
Shares issued under share-based com-pensation plan 
 
 
 
 (1,240) 
 
 (22) 1,240
 
Exercise of stock options 
 
 
 
 (294) 
 
 (10) 694
 400
Share-based compensa-tion expense 
 
 
 
 4,125
 
 
 
 
 4,125
Net income 
 
 
 
 
 105,131
 
 
 
 105,131
Dividends paid 
 
 
 
 
 (29,897) 
 
 
 (29,897)
Currency translation adjustment 
 
 
 
 
 
 13,907
 
 
 13,907
Purchases of treasury stock 
 
 
 
 
 
 
 3,114
 (257,271) (257,271)
Balance at 9/30/2018 
 $
 49,276
 $493
 $1,222,947
 $569,691
 $(97,970) 5,444
 $(383,433) $1,311,728
                     
The accompanying notes are an integral part
of these condensed 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 12/31/2016 
 $
 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
Purchases 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 INCOME
(unaudited, in thousands, except per share amounts)
   
  Three Months Ended
  March 31,
  2019 2018
Revenue:    
Retail merchandise sales $284,241
 $269,841
Pawn loan fees 141,192
 129,793
Wholesale scrap jewelry sales 31,710
 34,725
Consumer loan and credit services fees 10,461
 15,441
Total revenue 467,604
 449,800
     
Cost of revenue:    
Cost of retail merchandise sold 179,349
 174,497
Cost of wholesale scrap jewelry sold 30,353
 32,495
Consumer loan and credit services loss provision 2,103
 3,727
Total cost of revenue 211,805
 210,719
     
Net revenue 255,799
 239,081
     
Expenses and other income:    
Store operating expenses 146,852
 138,348
Administrative expenses 32,154
 28,002
Depreciation and amortization 9,874
 11,283
Interest expense 8,370
 6,198
Interest income (204) (981)
Merger and other acquisition expenses 149
 239
(Gain) loss on foreign exchange (239) 213
Total expenses and other income 196,956
 183,302
     
Income before income taxes 58,843
 55,779
     
Provision for income taxes 16,188
 14,144
     
Net income $42,655
 $41,635
     
Earnings per share:    
Basic $0.98
 $0.90
Diluted $0.98
 $0.90
     
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,
  2018 2017
Cash flow from operating activities:    
Net income $105,131
 $76,158
Adjustments to reconcile net income to net cash flow provided by operating activities:    
Non-cash portion of credit loss provision 7,101
 10,012
Share-based compensation expense 4,125
 2,302
Depreciation and amortization expense 33,085
 42,804
Amortization of debt issuance costs 1,448
 1,322
Amortization of favorable/(unfavorable) lease intangibles, net (341) (744)
Loss on extinguishment of debt 
 14,114
Deferred income taxes, net 4,953
 11,137
Changes in operating assets and liabilities, net of business combinations:    
Fees and service charges receivable (3,988) (3,017)
Inventories 3,227
 5,206
Prepaid expenses and other assets (10) 7,819
Accounts payable, accrued liabilities and other liabilities 4,857
 (21,036)
Income taxes 14,631
 2,769
Net cash flow provided by operating activities 174,219
 148,846
Cash flow from investing activities:    
Loan receivables, net of cash repayments (13,055) 5,261
Purchases of property and equipment (40,754) (26,595)
Acquisitions of pawn stores, net of cash acquired (88,387) (1,141)
Net cash flow used in investing activities (142,196) (22,475)
Cash flow from financing activities:    
Borrowings from revolving unsecured credit facility 357,500
 181,000
Repayments of revolving unsecured credit facility (159,500) (301,000)
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)
Purchases of treasury stock (258,545) (65,035)
Proceeds from exercise of share-based compensation awards 400
 307
Dividends paid (29,897) (27,400)
Net cash flow used in financing activities (90,042) (128,365)
Effect of exchange rates on cash 621
 5,450
Change in cash and cash equivalents (57,398) 3,456
Cash and cash equivalents at beginning of the period 114,423
 89,955
Cash and cash equivalents at end of the period $57,025
 $93,411
     
The accompanying notes are an integral part
of these condensed consolidated financial statements.
FIRSTCASH, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands)
   
  Three Months Ended
  March 31,
  2019 2018
Net income $42,655
 $41,635
Other comprehensive income:    
Currency translation adjustment 5,423
 21,834
Comprehensive income $48,078
 $63,469
     
 The accompanying notes are an integral part of these consolidated financial statements.

FIRSTCASH, INC.
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  
As of 12/31/2018 
 $
 49,276
 $493
 $1,224,608
 $606,810
 $(113,117) 5,673
 $(400,690) $1,318,104
Shares issued under share-based com-pensation plan 
 
 
 
 (1,441) 
 
 (21) 1,441
 
Share-based compensa-tion expense 
 
 
 
 2,315
 
 
 
 
 2,315
Net income 
 
 
 
 
 42,655
 
 
 
 42,655
Cash dividends ($0.25 per share) 
 
 
 
 
 (10,891) 
 
 
 (10,891)
Currency translation adjustment 
 
 
 
 
 
 5,423
 
 
 5,423
Purchases of treasury stock 
 
 
 
 
 
 
 343
 (29,190) (29,190)
As of 3/31/2019 
 $
 49,276
 $493
 $1,225,482
 $638,574
 $(107,694) 5,995
 $(428,439) $1,328,416
                     
The accompanying notes are an integral part of these consolidated financial statements.
  


FIRSTCASH, INC.
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  
As of 12/31/2017 
 $
 49,276
 $493
 $1,220,356
 $494,457
 $(111,877) 2,362
 $(128,096) $1,475,333
Shares issued under share-based com-pensation plan 
 
 
 
 (1,240) 
 
 (22) 1,240
 
Share-based compensa-tion expense 
 
 
 
 1,375
 
 
 
 
 1,375
Net income 
 
 
 
 
 41,635
 
 
 
 41,635
Cash dividends ($0.22 per share) 
 
 
 
 
 (10,245) 
 
 
 (10,245)
Currency translation adjustment 
 
 
 
 
 
 21,834
 
 
 21,834
Purchases of treasury stock 
 
 
 
 
 
 
 1,378
 (105,646) (105,646)
As of 3/31/2018 
 $
 49,276
 $493
 $1,220,491
 $525,847
 $(90,043) 3,718
 $(232,502) $1,424,286
                     
The accompanying notes are an integral part of these consolidated financial statements.

FIRSTCASH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
  Three Months Ended
  March 31,
  2019 2018
Cash flow from operating activities:    
Net income $42,655
 $41,635
Adjustments to reconcile net income to net cash flow provided by operating activities:    
Non-cash portion of credit loss provision 1,335
 1,874
Share-based compensation expense 2,315
 1,375
Depreciation and amortization expense 9,874
 11,283
Amortization of debt issuance costs 473
 480
Amortization of favorable/(unfavorable) lease intangibles, net 
 (466)
Deferred income taxes, net 2,855
 1,609
Changes in operating assets and liabilities, net of business combinations:    
Fees and service charges receivable 2,093
 3,844
Inventories 5,874
 7,715
Prepaid expenses and other assets 776
 (3,174)
Accounts payable, accrued liabilities and other liabilities (3,560) (2,478)
Income taxes 7,007
 27,619
Net cash flow provided by operating activities 71,697
 91,316
Cash flow from investing activities:    
Loan receivables, net of cash repayments 42,216
 56,220
Purchases of furniture, fixtures, equipment and improvements (9,658) (5,388)
Purchases of store real property (22,145) (3,449)
Acquisitions of pawn stores, net of cash acquired (24,520) (13,364)
Net cash flow provided by (used in) investing activities (14,107) 34,019
Cash flow from financing activities:    
Borrowings from revolving unsecured credit facility 43,000
 61,000
Repayments of revolving unsecured credit facility (83,000) (85,000)
Purchases of treasury stock (29,599) (100,019)
Dividends paid (10,891) (10,245)
Net cash flow used in financing activities (80,490) (134,264)
Effect of exchange rates on cash 770
 4,914
Change in cash and cash equivalents (22,130) (4,015)
Cash and cash equivalents at beginning of the period 71,793
 114,423
Cash and cash equivalents at end of the period $49,663
 $110,408
     
The accompanying notes are an integral part of these consolidated financial statements.

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


Note 1 - Significant Accounting Policies


Basis of Presentation


The accompanying condensed consolidated balance sheet at as of December 31, 2017,2018, 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 byhave been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) infor interim financial information and with the United States of Americarules and regulations for completereporting 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 on Form 10-K for the year ended December 31, 2017,2018, filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2018.5, 2019. The condensed consolidated financial statements as of September 30,March 31, 2019 and 2018, and 2017, and for the three month and nine month periods ended September 30,March 31, 2019 and 2018, and 2017, are unaudited, but in management’s opinion include all adjustments (consisting of only normal recurring adjustments) considered necessary to present fairly the financial position, results of operations and cash flow for such interim periods. Operating results for the periodsperiod ended September 30, 2018March 31, 2019 are not necessarily indicative of the results that may be expected for the full fiscal year.


The Company has significant operations in Latin America, where in Mexico, Guatemala and Colombia the functional currency is the Mexican peso, Guatemalan quetzal and Colombian peso, respectively. Accordingly, the assets and liabilities of these subsidiaries are translated into U.S. dollars at the exchange rate in effect at each balance sheet date, and the resulting adjustments are accumulated in other comprehensive income (loss) as a separate component of stockholders’ equity. Revenues and expenses are translated at the average exchange rates occurring during the three month and nine month periods ended September 30, 2018March 31, 2019 and 2017.2018. The Company also has operations in El Salvador where the reporting and functional currency is the U.S. dollar.


Reclassifications

A loss on foreign exchange of $0.2 million for the three months ended March 31, 2018 was reclassified on the consolidated statements of income in order to conform with the presentation for the three months ended March 31, 2019. The loss on foreign exchange was reclassified from store operating expenses and reported separately on the consolidated statements of income.

Purchases of store real property of $3.4 million for the three months ended March 31, 2018 were reclassified on the consolidated statements of cash flows in order to conform with the presentation for the three months ended March 31, 2019. Purchases of store real property were reclassified from purchases of furniture, fixtures, equipment and improvements and reported separately on the consolidated statements of cash flows. As a result, purchases of furniture, fixtures, equipment and improvements include expenditures for improvements to existing stores, de novo store openings and corporate assets, and excludes discretionary store real property purchases.

Recent Accounting Pronouncements


In May 2014,On January 1, 2019, the Financial Accounting Standards Board issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”Board’s lease accounting standard (“ASU 2014-09”). ASU 2014-09 is a comprehensive revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the Financial Accounting Standards Board issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606),” which delayed the effective date of ASU 2014-09 by one year. In addition, between March 2016 and December 2016, the Financial Accounting Standards Board issued ASU No. 2016-08, “Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting revenue gross versus net)” (“ASU 2016-08”), ASU No. 2016-10, “Identifying Performance Obligations and Licensing” (“ASU 2016-10”), ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), and ASU No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers” (“ASU 2016-20”). ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 clarify certain aspects of ASU 2014-09 and provide additional implementation guidance. ASU 2014-09, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 (collectively, “ASC 606”ASC 842”) became effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017 for public companies. Entities are permitted to adopt ASC 606 using one of two methods: (a) full retrospective adoption, meaning the standard is applied to all periods presented, or (b) modified retrospective adoption, meaning the cumulative effect of applying the new standard is recognized as an adjustment to the opening retained earnings balance.

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

In February 2016, the Financial Accounting Standards Board issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires a lesseerequiring lessees to recognize, in the statement of financial position, a liability to makefor the present value of future minimum lease payments (the lease liability) and a right-to-usean asset representing its right to use the underlying assetleased property for the lease term.term (the right of use “ROU” asset). 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. In July 2018,ASC 842 provides for a modified retrospective transition approach, which requires lessees to recognize and measure leases on the Financial Accounting Standards Board issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases” (“ASU 2018-10”) which updates narrow aspectsbalance sheet at the beginning of the guidance issued in ASU 2016-02. In July 2018,earliest period presented, or a cumulative effect adjustment transition approach, which requires prospective application from the Financial Accounting Standards Board issued ASU No. 2018-11, “Leases (Topic 842) Targeted Improvements” (“ASU 2018-11”) which provides an optionaladoption date. The Company adopted ASC 842 prospectively as of January 1, 2019 using the cumulative effect adjustment approach. As a result of the transition method that allows entitiesused, ASC 842 was not applied to initially applyperiods prior to adoption and the adoption of ASC 842 had no impact on the Company’s comparative prior periods presented.


ASC 842 provides a number of optional practical expedients in transition. The Company elected the package of practical expedients, which permit it to not reassess under the new standard at theits prior conclusions about lease identification, lease classification and initial direct costs but did not elect any other practical expedient available under ASC 842.

The adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without restating prior periods. ASU 2016-02, ASU 2018-10 and ASU 2018-11 are effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods, with early adoption permitted. The Company is currently assessing the potential impact of ASU 2016-02, ASU 2018-10 and ASU 2018-11 on its consolidated financial statements, though the adoption will resultASC 842 resulted in a material increase in the assets and liabilities reflected on the Company’s consolidated balance sheets, but did not have a material impact on its consolidated balance sheets.statements of income or consolidated statements of cash flows. See Note 4.


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. In November 2018, the Financial Accounting Standards Board issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses” (“ASU 2018-19”) which clarifies that receivables arising from operating leases are accounted for using lease guidance and not as financial instruments. ASU 2016-13 isand ASU 2018-19 are effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently assessing the potential impact of ASU 2016-13 and ASU 2018-19 on its consolidated financial statements.

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

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


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

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


In June 2018, the Financial Accounting Standards Board issued ASU No. 2018-07, “Compensation-Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). ASU 2018-07 simplifies the accounting for nonemployee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. ASU 2018-07 is effective for public entities for fiscal years beginning after December 15, 2018,

with early adoption permitted, but no earlier than a company’s2018. The adoption of ASC 606. The Company does not expect ASU 2018-07 todid not have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.


In July 2018, the Financial Accounting Standards Board issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). ASU 2018-09 does not prescribe any new accounting guidance, but instead makes minor improvements and clarifications of several different Financial Accounting Standards Board Accounting Standards Codification areas based on comments and suggestions made by various stakeholders. Certain updates are applicable immediately while others provide for a transition period to adopt in fiscal years beginning after December 15, 2018. The Company does not expectadoption of ASU 2018-09 todid not have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.


In August 2018, the Financial Accounting Standards Board issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted for any removed or modified disclosures. The removed and modified disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. The Company does not expect ASU 2018-13 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 (in thousands, except per share amounts):
  Three Months Ended
  March 31,
  2019 2018
Numerator:    
Net income $42,655
 $41,635
     
Denominator:    
Weighted-average common shares for calculating basic earnings per share 43,518
 46,426
Effect of dilutive securities:    
Stock options and restricted stock unit awards 140
 53
Weighted-average common shares for calculating diluted earnings per share 43,658
 46,479
     
Earnings per share:    
Basic $0.98
 $0.90
Diluted $0.98
 $0.90

  Three Months Ended Nine Months Ended
  September 30, September 30,
  2018 2017 2018 2017
Numerator:        
Net income $33,325
 $28,274
 $105,131
 $76,158
         
Denominator:        
Weighted-average common shares for calculating basic earnings per share 43,981
 47,628
 45,107
 48,090
Effect of dilutive securities:        
Stock options and nonvested common stock awards 135
 40
 97
 27
Weighted-average common shares for calculating diluted earnings per share 44,116
 47,668
 45,204
 48,117
         
Earnings per share:        
Basic $0.76
 $0.59
 $2.33
 $1.58
Diluted $0.76
 $0.59
 $2.33
 $1.58



Note 3 - Acquisitions


Consistent with the Company’s strategy to continue its expansion of pawn stores in selected markets, during the ninethree months ended September 30, 2018,March 31, 2019, the Company acquired 342118 pawn stores in Mexico in fourtwo separate transactions and 1810 pawn stores located in the U.S. in seventwo separate transactions. The all-cash aggregate purchase priceprices for these acquisitions was $105.0totaled $23.5 million, net of cash acquired and subject to future post-closing adjustments. The purchases were composedaggregate purchase price was comprised of $88.4$20.7 million in cash paid during the ninethree months ended September 30, 2018March 31, 2019 and remaining payablesshort-term amounts payable to the sellers of approximately $16.6$2.8 million.

The purchase price of each acquisitionof the 2019 acquisitions was allocated to assets acquired and liabilities acquiredassumed based upon theirthe estimated fair market values at the date of acquisition. The excess purchase price over the estimated fair market value of the net assets acquired and liabilities assumed has been recorded as goodwill. The goodwill arising from these acquisitions consists largely of the synergies and economies of scale expected from combining the operations of the Company and the pawn stores acquired. These acquisitions were not material individually or in the aggregate to the Company’s consolidated financial statements.


The estimated fair value of the assets acquired and liabilities assumed are preliminary, as
Note 4 - Operating Leases

As described in Note 1, the Company adopted ASC 842 prospectively as of January 1, 2019. The Company leases the majority of its pawnshop locations under operating leases and determines if an arrangement is gathering information to finalize the valuation of these assetsor contains a lease at inception. Many leases include both lease and liabilities. The preliminary allocation of the aggregate purchase price of the Company’s individually immaterial acquisitions during the nine months ended September 30, 2018 is as follows (in thousands):

Pawn loans$18,714
Pawn loan fees receivable1,866
Inventory9,534
Other current assets863
Property and equipment3,717
Goodwill (1)
70,957
Intangible assets (2)
871
Other non-current assets168
Current liabilities(1,657)
Aggregate purchase price$105,033

(1)
Goodwill associated with the U.S. operations segment and the Latin America operations segment was $5.2 million and $65.8 million, respectively. Substantially all of the goodwill is expected to be deductible for respective U.S. and Mexico income tax purposes.

(2)
Intangible assets primarily consist of customer relationships,non-lease components, which are generally amortized over 5 years.

The results of operations for the acquired stores have been consolidated since the respective acquisition dates. During the nine months ended September 30, 2018, revenue from the acquired stores was $21.0 million and the net loss from the combined acquisitions since the acquisition dates (including approximately $3.6 million of transaction and integration costs) was approximately $1.9 million.

Historical pre-acquisition financial statements of the four separate Mexico acquisitions were created in local country GAAP and the Company didaccounts 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 right of use assets, lease liability, current and lease liability, non-current in the consolidated balance sheets. The Company does not obtain pre-acquisition financial statements prepared in accordance with U.S. GAAP. As a result and due to the insignificance of these acquisitions, it is impractical for the Company to adequately present supplemental pro forma information.have any finance leases.

  


The following table details the components of the ROU asset and lease liability recognized upon adoption of ASC 842 on January 1, 2019 (in thousands):

Initial measurement of right of use asset (present value of the future minimum lease payments)$295,063
Accrued straight-line rent liability(4,237)
Amounts previously recognized in respect of business combinations: 
Favorable lease intangible asset45,596
Unfavorable lease intangible liability(17,275)
Total initial right of use asset$319,147
  
Lease liability, current$(87,608)
Lease liability, non-current(207,455)
Total initial lease liability (present value of the future minimum lease payments)$(295,063)


Leased facilities are generally leased for a term of three to five years with one or more options to renew, 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 ROU asset and lease liability until such certainty exists. The weighted-average remaining lease term for operating leases as of March 31, 2019 was 4.0 years.

The ROU 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 March 31, 2019 was 7.2%.

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 into the functional currency (Mexican pesos) using reporting date exchange rates. The remeasurement results in the recognition of foreign currency exchange gains or losses, producing a certain level of earnings volatility. The Company recognized a foreign currency gain of $0.3 million during the three months ended March 31, 2019 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.

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 months ended March 31, 2019 (in thousands):

Operating lease expense$30,980
Variable lease expense (1)
2,075
Total operating lease expense$33,055

(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 March 31, 2019 (in thousands):

Nine months ending December 31, 2019$78,583
202085,863
202165,433
202242,233
202323,021
Thereafter20,221
Total$315,354
Less amount of lease payments representing interest(41,438)
Total present value of lease payments$273,916


The following table details supplemental cash flow information related to operating leases for the three months ended March 31, 2019 (in thousands):

Cash paid for amounts included in the measurement of operating lease liabilities$28,840
Leased assets obtained in exchange for new operating lease liabilities$2,551


Note 45 - Long-Term Debt


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


 September 30, December 31,
 2018 2017 2017
5.375% senior unsecured notes due 2024 (1)
$295,722
 $294,961
 $295,243
Revolving unsecured credit facility, maturing 2022305,000
 140,000
 107,000
Total long-term debt$600,722
 $434,961
 $402,243
 As of March 31, 2019 As of December 31,
 2019 2018 2018
Revolving unsecured credit facility, maturing 2023 (1)
$255,000
 $83,000
 $295,000
5.375% senior unsecured notes due 2024 (2)
296,053
 295,400
 295,887
Total long-term debt$551,053
 $378,400
 $590,887


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

(2)
As of September 30,March 31, 2019, 2018 September 30, 2017 and December 31, 2017,2018, deferred debt issuance costs of $4.3$3.9 million, $5.0$4.6 million and $4.8$4.1 million, respectively, are included as a direct deduction from the carrying amount of the senior unsecured notes due 2024 in the accompanying condensed consolidated balance sheets.


Revolving Unsecured Credit Facility

As of March 31, 2019, the Company maintained an unsecured line of credit with a group of U.S. based commercial lenders (the “Credit Facility”) in the amount of $425.0 million, which matures on October 4, 2023. As of March 31, 2019, the Company had $255.0 million in outstanding borrowings and $3.7 million in outstanding letters of credit under the Credit Facility, leaving $166.3 million available for future borrowings. The Credit Facility bears interest, at the Company’s option, at either (1) 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 (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 0.50% on the average daily unused portion of the Credit Facility commitment. The weighted-average interest rate on amounts outstanding under the Credit Facility at March 31, 2019 was 4.94% 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 March 31, 2019. During the three months ended March 31, 2019, the Company made net payments of $40.0 million pursuant to the Credit Facility.


Senior Unsecured Notes


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

The Company used the proceeds from the offering of the Notes to repurchase, or otherwise redeem, its previously outstanding $200.0 million, 6.75% senior unsecured notes due 2021 (the “2021 Notes”). As a result, during the nine months ended September 30, 2017, the Company recognized a $14.1 million loss on extinguishment of debt related to the repurchase or redemption of the 2021 Notes.

Revolving Unsecured Credit Facility

At September 30, 2018, the Company maintained an unsecured line of credit with a group of U.S. based commercial lenders (the “Credit Facility”) in the amount of $400.0 million, which matures on September 2, 2022. At September 30, 2018, the Company had $305.0 million in outstanding borrowings and $3.2 million in outstanding letters of credit under the Credit Facility, leaving $91.8 million available for future borrowings. The 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 Credit Facility commitment. The weighted-average interest rate on amounts outstanding under the Credit Facility at September 30, 2018 was 4.66% 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 requirements and covenants of the Credit Facility as of September 30, 2018. During the nine months ended September 30, 2018, the Company received net proceeds of $198.0 million from borrowings pursuant to the Credit Facility.

On October 4, 2018, the Company amended and extended the Credit Facility. The total lender commitment under the amended facility increased from $400.0 million to $425.0 million and the term was extended to October 4, 2023. Certain financial covenants in the facility were amended, including an increase in the permitted consolidated leverage ratio from 2.75 to 3.0 times EBITDA adjusted for certain items as defined in the Credit Facility and an increase in the permitted domestic leverage ratio from 3.5 to 4.0 times domestic EBITDA adjusted for certain items as defined in the Credit Facility. The Credit Facility remains unsecured and continues to bear interest, at the Company’s option, at either (i) 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 (ii) the prevailing prime or base rate plus a fixed spread of 1.5%.


Note 56 - 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 30,March 31, 2019, 2018 2017 and December 31, 2017,2018, the Company did not have any financial assets or liabilities measured at fair value on a recurring basis.


Fair Value Measurements on a Nonrecurring Basis


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


Financial Assets and Liabilities Not Measured at Fair Value


The Company’s financial assets and liabilities as of September 30,March 31, 2019, 2018 2017 and December 31, 20172018 that are not measured at fair value in the condensed consolidated balance sheets are as follows (in thousands):

  Carrying Value Estimated Fair Value
  September 30, September 30, Fair Value Measurements Using
  2018 2018 Level 1 Level 2 Level 3
Financial assets:          
Cash and cash equivalents $57,025
 $57,025
 $57,025
 $
 $
Fees and service charges receivable 49,141
 49,141
 
 
 49,141
Pawn loans 387,733
 387,733
 
 
 387,733
Consumer loans, net 17,804
 17,804
 
 
 17,804
  $511,703
 $511,703
 $57,025
 $
 $454,678
           
Financial liabilities:          
Revolving unsecured credit facility $305,000
 $305,000
 $
 $305,000
 $
Senior unsecured notes (outstanding principal) 300,000
 300,000
 
 300,000
 
  $605,000
 $605,000
 $
 $605,000
 $


  


 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value
 September 30, September 30, Fair Value Measurements Using March 31, March 31, Fair Value Measurements Using
 2017 2017 Level 1 Level 2 Level 3 2019 2019 Level 1 Level 2 Level 3
Financial assets:                    
Cash and cash equivalents $93,411
 $93,411
 $93,411
 $
 $
 $49,663
 $49,663
 $49,663
 $
 $
Fees and service charges receivable 45,134
 45,134
 
 
 45,134
 43,993
 43,993
 
 
 43,993
Pawn loans 371,367
 371,367
 
 
 371,367
 345,200
 345,200
 
 
 345,200
Consumer loans, net 24,515
 24,515
 
 
 24,515
 11,017
 11,017
 
 
 11,017
 $534,427
 $534,427
 $93,411
 $
 $441,016
 $449,873
 $449,873
 $49,663
 $
 $400,210
                    
Financial liabilities:                    
Revolving unsecured credit facility $140,000
 $140,000
 $
 $140,000
 $
 $255,000
 $255,000
 $
 $255,000
 $
Senior unsecured notes (outstanding principal) 300,000
 314,000
 
 314,000
 
 300,000
 306,000
 
 306,000
 
 $440,000
 $454,000
 $
 $454,000
 $
 $555,000
 $561,000
 $
 $561,000
 $


 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value
 December 31, December 31, Fair Value Measurements Using March 31, March 31, Fair Value Measurements Using
 2017 2017 Level 1 Level 2 Level 3 2018 2018 Level 1 Level 2 Level 3
Financial assets:                    
Cash and cash equivalents $114,423
 $114,423
 $114,423
 $
 $
 $110,408
 $110,408
 $110,408
 $
 $
Fees and service charges receivable 42,736
 42,736
 
 
 42,736
 40,022
 40,022
 
 
 40,022
Pawn loans 344,748
 344,748
 
 
 344,748
 322,625
 322,625
 
 
 322,625
Consumer loans, net 23,522
 23,522
 
 
 23,522
 17,447
 17,447
 
 
 17,447
 $525,429
 $525,429
 $114,423
 $
 $411,006
 $490,502
 $490,502
 $110,408
 $
 $380,094
                    
Financial liabilities:                    
Revolving unsecured credit facility $107,000
 $107,000
 $
 $107,000
 $
 $83,000
 $83,000
 $
 $83,000
 $
Senior unsecured notes (outstanding principal) 300,000
 314,000
 
 314,000
 
 300,000
 305,000
 
 305,000
 
 $407,000
 $421,000
 $
 $421,000
 $
 $383,000
 $388,000
 $
 $388,000
 $


  Carrying Value Estimated Fair Value
  December 31, December 31, Fair Value Measurements Using
  2018 2018 Level 1 Level 2 Level 3
Financial assets:          
Cash and cash equivalents $71,793
 $71,793
 $71,793
 $
 $
Fees and service charges receivable 45,430
 45,430
 
 
 45,430
Pawn loans 362,941
 362,941
 
 
 362,941
Consumer loans, net 15,902
 15,902
 
 
 15,902
  $496,066
 $496,066
 $71,793
 $
 $424,273
           
Financial liabilities:          
Revolving unsecured credit facility $295,000
 $295,000
 $
 $295,000
 $
Senior unsecured notes (outstanding principal) 300,000
 293,000
 
 293,000
 
  $595,000
 $588,000
 $
 $588,000
 $



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. Consumer loans, net 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 revolving unsecured credit facility approximates fair value as of September 30,March 31, 2019, 2018 2017 and December 31, 2017.2018. The fair value of the revolving unsecured 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 revolving unsecured credit facility has a variable interest rate based on a fixed spread over LIBOR and reprices with any changes in LIBOR. The fair value of the senior unsecured notes is estimated based on quoted prices in markets that are not active.



Note 6 - Income Taxes

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

The Company’s consolidated effective tax rate for the nine months ended September 30, 2018 was 26.0% compared to 33.9% for the nine months ended September 30, 2017. The decrease in the effective tax rate for the nine months ended September 30, 2018 reflects the reduced U.S. corporate income tax rate as a result of the passage of the Tax Act, blended with the statutory tax rates of the Company’s foreign subsidiaries which are 30%, 25%, 30% and 37% in Mexico, Guatemala, El Salvador and Colombia, respectively.

In December 2017, the SEC issued SAB 118 to address concerns about reporting entities’ ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Act in the period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Tax Act are incomplete by the due date of the financial statements and if possible to provide a reasonable estimate. As a result of the Tax Act, the Company recorded a provisional net income tax benefit of $27.3 million in the fourth quarter of 2017. As of September 30, 2018, no material adjustments to the estimates used to determine the provisional net tax benefit have been made. Any adjustments will be included in the provision for income taxes in the reporting period in which any such adjustments are determined, which will be no later than the fourth quarter of 2018. See Note 11 in the accompanying notes to the consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2017 for further information on the provisional income tax benefit.


Note 7 - Segment Information


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


U.S. operations - Includes all pawn and consumer loan operations in the U.S.
Latin America operations - Includes all pawn and consumer loan operations in Latin America, which currently includes operations in Mexico, Guatemala, El Salvador and Colombia. Effective June 30, 2018, the Company no longer offers an unsecured consumer loan product in Latin America.


The following tables present reportable segment information for the three month period ended March 31, 2019 and nine month periods ended September 30, 2018 and 2017 (in thousands):


 Three Months Ended September 30, 2018 Three Months Ended March 31, 2019
 
U.S.
Operations
 
Latin America
Operations
 Corporate Consolidated 
U.S.
Operations
 
Latin America
Operations
 Corporate Consolidated
Revenue:                
Retail merchandise sales $162,001
 $94,416
 $
 $256,417
 $186,815
 $97,426
 $
 $284,241
Pawn loan fees 93,344
 41,269
 
 134,613
 97,876
 43,316
 
 141,192
Wholesale scrap jewelry sales 18,804
 5,846
 
 24,650
 22,785
 8,925
 
 31,710
Consumer loan and credit services fees 14,082
 116
 
 14,198
 10,461
 
 
 10,461
Total revenue 288,231
 141,647
 
 429,878
 317,937
 149,667
 
 467,604
                
Cost of revenue:                
Cost of retail merchandise sold 102,370
 60,917
 
 163,287
 117,744
 61,605
 
 179,349
Cost of wholesale scrap jewelry sold 17,595
 6,264
 
 23,859
 21,270
 9,083
 
 30,353
Consumer loan and credit services loss provision 5,420
 54
 
 5,474
 2,103
 
 
 2,103
Total cost of revenue 125,385
 67,235
 
 192,620
 141,117
 70,688
 
 211,805
                
Net revenue 162,846
 74,412
 
 237,258
 176,820
 78,979
 
 255,799
                
Expenses and other income:                
Store operating expenses 102,955
 38,800
 
 141,755
 103,884
 42,968
 
 146,852
Administrative expenses 
 
 29,977
 29,977
 
 
 32,154
 32,154
Depreciation and amortization 5,285
 2,915
 2,650
 10,850
 5,045
 3,305
 1,524
 9,874
Interest expense 
 
 7,866
 7,866
 
 
 8,370
 8,370
Interest income 
 
 (495) (495) 
 
 (204) (204)
Merger and other acquisition expenses 
 
 3,222
 3,222
 
 
 149
 149
Gain on foreign exchange 
 
 (239) (239)
Total expenses and other income 108,240
 41,715
 43,220
 193,175
 108,929
 46,273
 41,754
 196,956
                
Income (loss) before income taxes $54,606
 $32,697
 $(43,220) $44,083
 $67,891
 $32,706
 $(41,754) $58,843
  


 Three Months Ended September 30, 2017 Three Months Ended March 31, 2018
 
U.S.
Operations
 
Latin America
Operations
 Corporate Consolidated 
U.S.
Operations
 
Latin America
Operations
 Corporate Consolidated
Revenue:                
Retail merchandise sales $160,598
 $85,736
 $
 $246,334
 $186,052
 $83,789
 $
 $269,841
Pawn loan fees 95,266
 37,279
 
 132,545
 96,242
 33,551
 
 129,793
Wholesale scrap jewelry sales 32,397
 5,131
 
 37,528
 29,457
 5,268
 
 34,725
Consumer loan and credit services fees 18,525
 480
 
 19,005
 15,039
 402
 
 15,441
Total revenue 306,786
 128,626
 
 435,412
 326,790
 123,010
 
 449,800
                
Cost of revenue:                
Cost of retail merchandise sold 107,561
 53,789
 
 161,350
 120,616
 53,881
 
 174,497
Cost of wholesale scrap jewelry sold 31,518
 5,313
 
 36,831
 27,653
 4,842
 
 32,495
Consumer loan and credit services loss provision 6,068
 117
 
 6,185
 3,644
 83
 
 3,727
Total cost of revenue 145,147
 59,219
 
 204,366
 151,913
 58,806
 
 210,719
                
Net revenue 161,639
 69,407
 
 231,046
 174,877
 64,204
 
 239,081
                
Expenses and other income:                
Store operating expenses(1) 104,555
 34,411
 
 138,966
 104,383
 33,965
 
 138,348
Administrative expenses 
 
 29,999
 29,999
 
 
 28,002
 28,002
Depreciation and amortization 5,919
 2,704
 5,249
 13,872
 5,555
 2,709
 3,019
 11,283
Interest expense 
 
 6,129
 6,129
 
 
 6,198
 6,198
Interest income 
 
 (418) (418) 
 
 (981) (981)
Merger and other acquisition expenses 
 
 911
 911
 
 
 239
 239
Loss on extinguishment of debt 
 
 20
 20
Loss on foreign exchange (1)
 
 
 213
 213
Total expenses and other income 110,474
 37,115
 41,890
 189,479
 109,938
 36,674
 36,690
 183,302
                
Income (loss) before income taxes $51,165
 $32,292
 $(41,890) $41,567
 $64,939
 $27,530
 $(36,690) $55,779


(1)
The loss on foreign exchange for the Latin America operations segment of $0.2 million for the three months ended March 31, 2018 was reclassified on the consolidated statements of income in order to conform with the presentation for the three months ended March 31, 2019. The loss on foreign exchange was reclassified from store operating expenses and reported separately on the consolidated statements of income.


  


  Nine Months Ended September 30, 2018
  
U.S.
Operations
 
Latin America
Operations
 Corporate Consolidated
Revenue:        
Retail merchandise sales $514,494
 $267,506
 $
 $782,000
Pawn loan fees 277,411
 110,007
 
 387,418
Wholesale scrap jewelry sales 70,394
 16,456
 
 86,850
Consumer loan and credit services fees 42,522
 860
 
 43,382
Total revenue 904,821
 394,829
 
 1,299,650
         
Cost of revenue:        
Cost of retail merchandise sold 328,258
 173,100
 
 501,358
Cost of wholesale scrap jewelry sold 64,203
 16,227
 
 80,430
Consumer loan and credit services loss provision 12,874
 221
 
 13,095
Total cost of revenue 405,335
 189,548
 
 594,883
         
Net revenue 499,486
 205,281
 
 704,767
         
Expenses and other income:        
Store operating expenses 310,963
 106,936
 
 417,899
Administrative expenses 
 
 87,699
 87,699
Depreciation and amortization 15,877
 8,364
 8,844
 33,085
Interest expense 
 
 20,593
 20,593
Interest income 
 
 (2,216) (2,216)
Merger and other acquisition expenses 
 
 5,574
 5,574
Total expenses and other income 326,840
 115,300
 120,494
 562,634
         
Income (loss) before income taxes $172,646
 $89,981
 $(120,494) $142,133


  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


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 (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 on Form 10-K for the year ended December 31, 2017. References in this quarterly report on Form 10-Q to “year-to-date” refer to the nine-month period from January 1, 2018 to September 30, 2018.


GENERAL


The Company is a leading operator of retail-based pawn stores with more than 2,4002,600 store locations in the U.S. and Latin America. The Company’s pawn stores generate significant retail sales primarily from the merchandise acquired through collateral forfeitures and over-the-counter purchases from customers. The stores also offer pawn loans to help customers meet small short-term cash needs. Personal property, such as consumer electronics, jewelry, power tools, household appliances, sporting goods and musical instruments, is pledged as collateral for the pawn loans and held by the Company over the term of the loan plus a stated grace period. In addition, some of the Company’s U.S. pawn stores offer consumer loans or credit services products.products and/or unsecured consumer loans. The Company’s strategy is to focus on growinggrow its retail-based pawn operations, primarily in Latin America and, to a lesser extent, in the U.S. and Latin America, through new store openings and strategic acquisitions as opportunities arise. Pawn operations, which include retail merchandise sales, pawn loan fees and wholesale scrap jewelry sales, accounted for approximately 97%98% and 95%97% of the Company’s consolidated revenue during the ninethree month periods ended September 30,March 31, 2019 and 2018, and 2017, respectively.


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


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


The Company operates a small number of stand-alone consumer finance stores in the U.S. These stores provide consumer financial services products including credit services and consumer loans. In addition, 302261 of the Company’s pawn stores also offer credit services and/or consumer loans as an ancillary product, which products have been deemphasized by the Company in recent years due to regulatory constraints and increased internet based competition for such products. Beginning in fiscal 2018, the Company no longer offers fee-based check cashing services in its company-owned, non-franchised stores. In addition, effective June 30, 2018, the Company no longer offers an unsecured consumer loan product in Mexico. Consumer loan and credit services revenue accounted for approximately 3%2% and 5%3% of consolidated revenue during the ninethree month periods ended September 30,March 31, 2019 and 2018, and 2017, respectively.


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



Operating expenses consist of all items directly related to the operation of the Company’s stores, including salaries and related payroll costs, rent, utilities, facilities maintenance, advertising, property taxes, licenses, supplies and security. Administrative expenses consist of items relating to the operation of the corporate offices, including the compensation and benefit costs of corporate management, area supervisorsdistrict managers and other operations management personnel, collection operations and personnel, accounting and

administrative costs, information technology costs, liability and casualty insurance, outside legal and accounting fees and stockholder-related expenses. Merger and other acquisition expenses primarily include incremental costs directly associated with merger and acquisition activities, including professional fees, legal expenses, severance, retention and other employee-related costs, contract breakage costs and costs related to consolidation of technology systems and corporate facilities, among others.facilities.


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


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


  


OPERATIONS AND LOCATIONS


As of September 30, 2018,March 31, 2019, the Company had 2,4462,630 store locations composed of 1,100 stores in 2524 U.S. states (includingand the District of Columbia), 1,292Columbia, 1,462 stores in 32 states in Mexico, 3750 stores in Guatemala, 13 stores in El Salvador and fourfive stores in Colombia, which represents a net store-count increase of 16% over the number of stores at September 30, 2017.Colombia.
 
The following table details store count activity for the three months ended September 30, 2018:March 31, 2019:


   Consumer     Consumer  
 Pawn Loan Total Pawn Loan Total
 
Locations (1), (2)
 
Locations (3)
 Locations 
Locations (1)
 
Locations (2)
 Locations
U.S. operations segment:            
Total locations, beginning of period 1,074
 33
 1,107
 1,077
 17
 1,094
Locations acquired 10
 
 10
Locations closed or consolidated (4) (3) (7) (2) (2) (4)
Total locations, end of period 1,070
 30
 1,100
 1,085
 15
 1,100
            
Latin America operations segment:            
Total locations, beginning of period 1,182
 
 1,182
 1,379
 
 1,379
New locations opened 16
 
 16
 36
 
 36
Locations acquired 154
 
 154
 118
 
 118
Locations closed or consolidated (6) 
 (6) (3) 
 (3)
Total locations, end of period 1,346
 
 1,346
 1,530
 
 1,530
            
Total:            
Total locations, beginning of period 2,256
 33
 2,289
 2,456
 17
 2,473
New locations opened 16
 
 16
 36
 
 36
Locations acquired 154
 
 154
 128
 
 128
Locations closed or consolidated (10) (3) (13) (5) (2) (7)
Total locations, end of period 2,416
 30
 2,446
 2,615
 15
 2,630


(1) 
At September 30, 2018March 31, 2019, 302261 of the U.S. pawn stores, primarily located in Texas and Ohio, also offered consumer loans and/or credit services primarily as an ancillary product. Effective June 30, 2018,This compares to 311 U.S. pawn locations which offered such products as of March 31, 2018. The table does not include the Company no longer offers an unsecured consumer loan product in Latin America.92 Mexico pawn locations operated by independent franchisees under franchising agreements with the Company.


(2) 
The Company closed 10 pawn stores, four in the U.S. and six in Latin America, during the third quarter of 2018, which were primarily smaller format stores emphasizing payday lending or underperforming locations which were consolidated into existing stores, an opportunity driven by merger and acquisition activity.

(3)
The Company’s U.S. free-standing consumer loan locations offer consumer loans and/or credit services products and are located in Ohio and Texas. The table does not include 60 U.S. check cashing locations operated by independent franchisees under franchising agreements with the Company.


  

The following table details store count activity for the nine months ended September 30, 2018:

    Consumer  
  Pawn Loan Total
  
Locations (1), (2)
 
Locations (3)
 Locations
U.S. operations segment:      
Total locations, beginning of period 1,068
 44
 1,112
Locations acquired 18
 
 18
Locations closed or consolidated (16) (14) (30)
Total locations, end of period 1,070
 30
 1,100
       
Latin America operations segment:      
Total locations, beginning of period 971
 28
 999
New locations opened 43
 
 43
Locations acquired 342
 
 342
Locations closed or consolidated (10) (28) (38)
Total locations, end of period 1,346
 
 1,346
       
Total:      
Total locations, beginning of period 2,039
 72
 2,111
New locations opened 43
 
 43
Locations acquired 360
 
 360
Locations closed or consolidated (26) (42) (68)
Total locations, end of period 2,416
 30
 2,446

(1)
At September 30, 2018, 302 of the U.S. pawn stores, primarily located in Texas and Ohio, also offered consumer loans and/or credit services as an ancillary product. Effective June 30, 2018, the Company no longer offers an unsecured consumer loan product in Latin America.

(2)
The Company closed 26 pawn stores, 16 in the U.S. and 10 in Latin America, during the nine months ended September 30, 2018, which were primarily smaller format stores emphasizing payday lending or underperforming locations which were consolidated into existing stores, an opportunity driven by merger and acquisition activity.

(3)
The Company’s U.S. free-standing consumer loan locations offer consumer loans and/or credit services products and are located in Ohio and Texas.


CRITICAL ACCOUNTING POLICIES


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, related revenue and expenses, and disclosure of gain and loss contingencies at the date of the financial statements. Such estimates, assumptions and judgments are subject to a number of risks and uncertainties, which may cause actual results to differ materially from the Company’s estimates. The significant accounting policies that the Company believes are the most critical to aid in fully understanding and evaluating its reported financial results have been reported in the Company’s 20172018 annual report on Form 10-K. Changes to the Company’s significant accounting policies as a result of adopting ASC 842 are discussed within Note 4 of the consolidated financial statements. There have been no other changes to the Company’s significant accounting policies for the ninethree months ended September 30, 2018.March 31, 2019.


Recent Accounting Pronouncements


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


  


RESULTS OF OPERATIONS (unaudited)


Constant Currency Results


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


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


 September 30, Favorable / March 31,  
 2018 2017 (Unfavorable) 2019 2018 Unfavorable
Mexican peso / U.S. dollar exchange rate:              
End-of-period 18.8
 18.2
 (3)%  19.4 18.3 (6)% 
Three months ended 19.0
 17.8
 (7)%  19.2 18.8 (2)% 
Nine months ended 19.0
 18.9
 (1)% 
          
Guatemalan quetzal / U.S. dollar exchange rate:          
End-of-period 7.7
 7.3
 (5)%  7.7 7.4 (4)% 
Three months ended 7.5
 7.3
 (3)%  7.7 7.4 (4)% 
Nine months ended 7.5
 7.4
 (1)% 
          
Colombian peso / U.S. dollar exchange rate:          
End-of-period 2,972
 2,937
 (1)%  3,175 2,780 (14)% 
Three months ended 2,959
 2,976
 1 %  3,137 2,859 (10)% 
Nine months ended 2,886
 2,939
 2 % 


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 30, 2018March 31, 2019 Compared to the Three Months Ended September 30, 2017March 31, 2018


U.S. Operations Segment


The following table details earning assets, which consist of pawn loans, inventories and consumer loans, net as well as other earning asset metrics of the U.S. operations segment as of September 30, 2018March 31, 2019 as compared to September 30, 2017March 31, 2018 (dollars in thousands, except as otherwise noted):


Balance at September 30, Increase /As of March 31, Increase /
2018 2017 (Decrease)2019 2018 (Decrease)
U.S. Operations Segment              
Earning assets:              
Pawn loans$278,809
 $281,217
 (1)% $233,649
 $237,022
 (1)% 
Inventories 200,404
 240,384
 (17)%  175,236
 187,526
 (7)% 
Consumer loans, net (1)
 17,804
  24,108
 (26)%  11,017
  17,084
 (36)% 
$497,017
 $545,709
 (9)% $419,902
 $441,632
 (5)% 
              
Average outstanding pawn loan amount (in ones)$163
 $152
 7 % $173
 $164
 5 % 
              
Composition of pawn collateral:              
General merchandise36% 36%   34% 34%   
Jewelry64% 64%   66% 66%   
100% 100%   100% 100%   
              
Composition of inventories:              
General merchandise42% 43%   42% 39%   
Jewelry58% 57%   58% 61%   
100% 100%   100% 100%   
              
Percentage of inventory aged greater than one year4% 9%   4% 5%   


(1) 
Does not include the off-balance sheet principal portion of active extensions of credit made by independent third-party lenders, which are guaranteed by the Company through its credit services organization programs. These amounts, net of the Company’s estimated fair value of its liability for guaranteeing the extensions of credit, totaled $7.4$3.4 million and $9.3$7.1 million as of September 30,March 31, 2019 and 2018, and 2017, respectively.


  


The following table presents segment pre-tax operating income of the U.S. operations segment for the three months ended September 30, 2018March 31, 2019 as compared to the three months ended September 30, 2017March 31, 2018 (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    Three Months Ended   
 September 30, Increase / March 31, Increase /
 2018 2017 (Decrease) 2019 2018 (Decrease)
U.S. Operations Segment              
Revenue:              
Retail merchandise sales $162,001
 $160,598
 1 %  $186,815
 $186,052
  % 
Pawn loan fees 93,344
 95,266
 (2)%  97,876
 96,242
 2 % 
Wholesale scrap jewelry sales 18,804
 32,397
 (42)%  22,785
 29,457
 (23)% 
Consumer loan and credit services fees 14,082
 18,525
 (24)%  10,461
 15,039
 (30)% 
Total revenue 288,231
 306,786
 (6)%  317,937
 326,790
 (3)% 
              
Cost of revenue:              
Cost of retail merchandise sold 102,370
 107,561
 (5)%  117,744
 120,616
 (2)% 
Cost of wholesale scrap jewelry sold 17,595
 31,518
 (44)%  21,270
 27,653
 (23)% 
Consumer loan and credit services loss provision 5,420
 6,068
 (11)%  2,103
 3,644
 (42)% 
Total cost of revenue 125,385
 145,147
 (14)%  141,117
 151,913
 (7)% 
              
Net revenue 162,846
 161,639
 1 %  176,820
 174,877
 1 % 
              
Segment expenses:              
Store operating expenses 102,955
 104,555
 (2)%  103,884
 104,383
  % 
Depreciation and amortization 5,285
 5,919
 (11)%  5,045
 5,555
 (9)% 
Total segment expenses 108,240
 110,474
 (2)%  108,929
 109,938
 (1)% 
              
Segment pre-tax operating income $54,606
 $51,165
 7 %  $67,891
 $64,939
 5 % 


Retail Merchandise Sales Operations


U.S. retail merchandise sales increased 1% to $162.0$186.8 million during the thirdfirst quarter of 20182019 compared to $160.6$186.1 million for the thirdfirst quarter of 2017.2018. Same-store retail sales were consistent betweendecreased 1% in the thirdfirst quarter of 2018 and2019 compared to the thirdfirst quarter of 2017.2018. During the thirdfirst quarter of 2018,2019, the gross profit margin on retail merchandise sales in the U.S. was 37% compared to a margin of 33%35% during the thirdfirst quarter of 2017.2018, which resulted in a 6% increase in net revenue from retail sales for the first quarter of 2019 compared to the first quarter of 2018. The improvements wereincrease in retail sales margin was primarily driven primarily by the transitioncontinued optimization of margins in the legacy Cash America locations to the FirstPawn IT platform and compensation plans focused on improving key profitability metrics such as retail margins and inventory turns.locations.


U.S. inventories decreased 17%7% from $240.4$187.5 million at September 30, 2017March 31, 2018 to $200.4$175.2 million at September 30, 2018.March 31, 2019. The decrease was primarily a result of the strategic reductions in inventory levels including targeted liquidation of aged inventories in the Cash America stores over the past several quarters.stores. Inventories aged greater than one year in the U.S. at September 30, 2018March 31, 2019 were 4% compared to 9%5% at September 30, 2017.March 31, 2018.


Pawn Lending Operations


U.S. pawn loan fees decreasedincreased 2% totaling $93.3$97.9 million during the thirdfirst quarter of 20182019 compared to $95.3$96.2 million for the thirdfirst quarter of 2017.2018. Same-store pawn fees decreased 3%increased 1% in the thirdfirst quarter of 20182019 compared to the thirdfirst quarter of 2017.2018. Pawn loan receivables as of September 30, 2018March 31, 2019 decreased 1% both in total and 3% on a same-store basis compared to September 30, 2017.March 31, 2018. The decline in total and same-store pawn receivables and pawn loan fees relates primarily to the ongoing adoption of FirstCash’s lending practices andin the Cash America stores, including an increased focus onincrease in the percentage of direct purchases of merchandisegoods from customers less likely to redeem a pawn loan. Those lending practices have led to a higher yielding pawn receivable portfolio, which was responsible for the increase in total and same-store pawn loan fees.
  


Wholesale Scrap Jewelry Operations


U.S. wholesale scrap jewelry revenue, consisting primarily of gold sales, decreased 42%23% to $18.8$22.8 million during the thirdfirst quarter of 2019 compared to $29.5 million during the first quarter of 2018. The decrease was primarily due to higher than normal jewelry scrapping activity in the first quarter of 2018 compared to $32.4 million duringas a result of focused liquidation of excess and aged inventories in the third quarter of 2017.Cash America stores. The scrap jewelry gross profit margin in the U.S. was 6%7% compared to the prior-year margin of 3%6%. Scrap jewelry profits accounted for 1% of U.S. net revenue (gross profit) for both the thirdfirst quarter of 20182019 and 2017, and is considered a non-core revenue stream of the Company.2018.


Consumer Lending Operations


Service fees from U.S. consumer loans and credit services transactions (collectively, consumer lending operations) decreased 24%30% to $14.1$10.5 million during the thirdfirst quarter of 20182019 compared to $18.5$15.0 million for the thirdfirst quarter of 2017.2018. Net revenue (gross profit) from U.S. consumer lending operations decreased 30%27% to $8.7$8.4 million during the thirdfirst quarter of 20182019 compared to $12.5$11.4 million for the thirdfirst quarter of 2017.2018. The Company continues to de-emphasize consumer lending operations in light of increasing regulatory constraints and internet-based competition and plans to further contract the number of U.S. consumer loan stores in the future. During the fourth quarter of 2018, the Company expects to close 13 stand-alone consumer lending locations and discontinue unsecured consumer loan products in 38 pawn locations, which offer consumer loans and/or credit services as an ancillary product. Revenue and gross profit from consumer lending operations each accounted for 3% and 5% of total U.S. revenue and gross profit, respectively, during the thirdfirst quarter of 20182019 compared to 6%5% and 8%7%, respectively, during the thirdfirst quarter of 2017 and is considered a non-core revenue stream of the Company.2018.


The Company is currently evaluating regulatory changesoperated 113 Cashland locations and six Cash America Pawn locations in the state of Ohio. A state bill, recently signed into law byOhio as of March 31, 2019, which provided consumer loans and credit services transactions. The provisions of the governor, willOhio Fairness in Lending Act (the “Ohio Act”), further described in “Regulatory Developments,” significantly reduce, if not eliminate entirely,impacts the volume and profitability of loans made and credit services provided after April 26, 2019. As a result of the Ohio Act, the Company ceased offering unsecured consumer lending and credit services products in all 119 Ohio locations and related revenuesexpects to close 54 Cashland locations over the next few months. The remaining 59 Cashland and six Cash America locations in Ohio when it becomes effective on or about April 26, 2019. The Company currently operates 119 storesare expected to continue operating as full-service pawnshops.

As a result of the anticipated store closures in Ohio, allthe Company expects to incur non-recurring charges of which offerapproximately $1 million to $2 million, net of tax, for the quarter ending June 30, 2019. These charges include employee termination costs, lease buyouts, consumer loan and credit services products, which will be negatively impacted by the legislation when it becomes effective. See “—Regulatory Developments” for further information about the legislationloss provisions and the potential impact on the Company’s results of operations.other asset impairments.


Segment Expenses and Segment Pre-Tax Operating Income


U.S. store operating expenses decreased 2% to $103.0$103.9 million during the thirdfirst quarter of 2019 compared to $104.4 million during the first quarter of 2018 compared to $104.6 million during the third quarter of 2017, primarily due to continued efforts to integrate and optimize domestic store operations and a 1% decrease in the U.S. weighted-average store count. Same-storesame-store operating expenses decreased 1% compared with the prior-year period. The decrease in total and same-store operating expenses was primarily due to continued efforts to optimize domestic store operations.


U.S. store depreciation and amortization decreased 11%9% to $5.3$5.0 million during the thirdfirst quarter of 20182019 compared to $5.9$5.6 million during the thirdfirst quarter of 2017,2018, primarily due to a reduction in capital spending in Cash America stores compared to pre-merger levels.


The U.S. segment pre-tax operating income for the thirdfirst quarter of 20182019 was $54.6$67.9 million, which generated a pre-tax segment operating margin of 19%21% compared to $51.2$64.9 million and 17%20% in the prior year, respectively. The increase in the segment pre-tax operating margin was primarily due to increasedimprovements in retail sales gross profitsmargins and yields on pawn receivables and reductions in store operating expenses and store depreciation and amortization, partially offset by expected and continued reductionsdeclines in non-corenet revenue from consumer lending gross profits.operations.



  


Latin America Operations Segment


Latin American results of operations for the three months ended September 30, 2018March 31, 2019 compared to the three months ended September 30, 2017March 31, 2018 were impacted by a 7%2% unfavorable 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 September 30, 2018March 31, 2019 compared to September 30, 2017March 31, 2018 also were impacted by a 3%6% unfavorable 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, inventories and consumer loans, net as well as other earning asset metrics of the Latin America operations segment as of September 30, 2018March 31, 2019 as compared to September 30, 2017March 31, 2018 (dollars in thousands, except as otherwise noted):


       Constant Currency Basis        Constant Currency Basis 
       Balance at          As of   
       September 30, Increase /       March 31, Increase /
Balance at September 30, Increase / 2018 (Decrease)As of March 31, Increase / 2019 (Decrease)
2018 2017 (Decrease) (Non-GAAP) (Non-GAAP)2019 2018 (Decrease) (Non-GAAP) (Non-GAAP)
Latin America Operations Segment                      
Earning assets:                      
Pawn loans$108,924
 $90,150
 21 % $112,594
 25 % $111,551
 $85,603
 30 % $117,708
 38 % 
Inventories 77,034
 68,299
 13 % 79,632
 17 %  82,567
 66,772
 24 % 87,133
 30 % 
Consumer loans, net(1) 
  407
 (100)% 
 (100)%  
  363
 (100)% 
 (100)% 
$185,958
 $158,856
 17 % $192,226
 21 % $194,118
 $152,738
 27 % $204,841
 34 % 
                      
Average outstanding pawn loan amount (in ones)$68
 $67
 1 % $70
 4 % $68
 $67
 1 % $72
 7 % 
                      
Composition of pawn collateral:                      
General merchandise77% 82%       74% 81%       
Jewelry23% 18%       26% 19%       
100% 100%       100% 100%       
                      
Composition of inventories:                      
General merchandise73% 75%��       70% 75%       
Jewelry27% 25%       30% 25%       
100% 100%       100% 100%       
                      
Percentage of inventory aged greater than one year0.4% 1.0%       1% 1%       


(1)
The Company discontinued offering an unsecured consumer loan product in Latin America, effective June 30, 2018.

  


The following table presents segment pre-tax operating income of the Latin America operations segment for the three months ended September 30, 2018March 31, 2019 as compared to the three months ended September 30, 2017March 31, 2018 (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       Constant Currency Basis
       Three Months          Three Months   
     Ended        Ended   
 Three Months Ended   September 30, Increase / Three Months Ended   March 31, Increase /
 September 30, Increase / 2018 (Decrease) March 31, Increase / 2019 (Decrease)
 2018 2017 (Decrease) (Non-GAAP) (Non-GAAP) 2019 2018 (Decrease) (Non-GAAP) (Non-GAAP)
Latin America Operations Segment                      
Revenue:                      
Retail merchandise sales $94,416
 $85,736
 10 % $100,388
 17 %  $97,426
 $83,789
 16 % $99,872
 19 % 
Pawn loan fees 41,269
 37,279
 11 % 43,868
 18 %  43,316
 33,551
 29 % 44,399
 32 % 
Wholesale scrap jewelry sales 5,846
 5,131
 14 % 5,846
 14 %  8,925
 5,268
 69 % 8,925
 69 % 
Consumer loan and credit services fees 116
 480
 (76)% 123
 (74)% 
Consumer loan fees 
 402
 (100)% 
 (100)% 
Total revenue 141,647
 128,626
 10 % 150,225
 17 %  149,667
 123,010
 22 % 153,196
 25 % 
                      
Cost of revenue:                      
Cost of retail merchandise sold 60,917
 53,789
 13 % 64,762
 20 %  61,605
 53,881
 14 % 63,154
 17 % 
Cost of wholesale scrap jewelry sold 6,264
 5,313
 18 % 6,657
 25 %  9,083
 4,842
 88 % 9,306
 92 % 
Consumer loan and credit services loss provision 54
 117
 (54)% 58
 (50)% 
Consumer loan loss provision 
 83
 (100)% 
 (100)% 
Total cost of revenue 67,235
 59,219
 14 % 71,477
 21 %  70,688
 58,806
 20 % 72,460
 23 % 
                      
Net revenue 74,412
 69,407
 7 % 78,748
 13 %  78,979
 64,204
 23 % 80,736
 26 % 
                      
Segment expenses:                      
Store operating expenses(1) 38,800
 34,411
 13 % 40,989
 19 %  42,968
 33,965
 27 % 44,008
 30 % 
Depreciation and amortization 2,915
 2,704
 8 % 3,080
 14 %  3,305
 2,709
 22 % 3,386
 25 % 
Total segment expenses 41,715
 37,115
 12 % 44,069
 19 %  46,273
 36,674
 26 % 47,394
 29 % 
                      
Segment pre-tax operating income $32,697
 $32,292
 1 % $34,679
 7 %  $32,706
 $27,530
 19 % $33,342
 21 % 


(1)
The loss on foreign exchange for the Latin America operations segment of $0.2 million for the three months ended March 31, 2018 was reclassified on the consolidated statements of income in order to conform with the presentation for the three months ended March 31, 2019. The loss on foreign exchange was reclassified from store operating expenses and reported separately on the consolidated statements of income.

Retail Merchandise Sales Operations


Latin America retail merchandise sales increased 10% (17%16% (19% on a constant currency basis) to $94.4$97.4 million during the thirdfirst quarter of 20182019 compared to $85.7$83.8 million for the thirdfirst quarter of 2017.2018. The increase was primarily due to revenue contributions from recent acquisition activity, new store openings and a less than 1% increase (8%(3% on a constant currency basis) in same-store retail sales. The gross profit margin on retail merchandise sales was 35% during the third quarter of 2018 compared to 37% during the thirdfirst quarter of 2017. The decrease in retail margins was in large part2019 compared to 36% during the resultfirst quarter of recent acquisitions of smaller format stores that have historically had lower retail margins. The Company expects retail margins to increase over time from current levels as these acquired smaller format stores utilize the FirstPawn IT platform and store associates are trained in Company best practices that focus on general merchandise lending and retail operations.2018.


Inventories in Latin America increased 13% (17%24% (30% on a constant currency basis) from $68.3$66.8 million at September 30, 2017March 31, 2018 to $77.0$82.6 million at September 30, 2018.March 31, 2019. The increase was primarily due to the acquisition of 342358 smaller format stores in Mexico over the previous three quarters,past twelve months, new store openings and the maturation of existing stores. Inventories aged greater than one year in Latin America were less than 1% at September 30, 2018 compared to 1% at September 30, 2017.March 31, 2019 and March 31, 2018.
  


Pawn Lending Operations


Pawn loan fees in Latin America increased 11% (18%29% (32% on a constant currency basis) totaling $41.3$43.3 million during the thirdfirst quarter of 20182019 compared to $37.3$33.6 million for the thirdfirst quarter of 2017,2018, primarily as a result of the 21%30% increase (25%(38% on a constant currency basis) in pawn loan receivables as of September 30, 2018March 31, 2019 compared to September 30, 2017.March 31, 2018. The increase in pawn loan receivables and pawn loan fees was primarily driven by pawn loans acquired in the recent acquisitions, and new store additions partially offset byand a same-store pawn receivable decrease of 3% (flatincrease (9% on a constant currency basis). in same-store pawn receivables.


Wholesale Scrap Jewelry Operations


Latin America wholesale scrap jewelry revenue, consisting primarily of gold sales, increased 14%69% (also 69% on a constant currency basis) to $5.8$8.9 million during the thirdfirst quarter of 20182019 compared to $5.1$5.3 million during the thirdfirst quarter of 2017.2018. The scrap jewelry gross margin in Latin America was a loss of 7% (14%2% (4% on a constant currency basis) compared to the prior-year grossprofit margin loss of 4%8%. Scrap jewelry profits or losses accounted for less than 1% of net revenue (gross profit) for the thirdfirst quarter of 20182019 compared to less than 1%to1% in the thirdfirst quarter of 2017, and is considered a non-core revenue stream of the Company.2018.


Consumer Lending Operations


TheEffective June 30, 2018, the Company ceased offering its unsecured consumer loan products in Mexico as it continues to strategically focus on its core pawn business and reduce its exposure to non-core unsecured lending products. Effective June 30, 2018, the Company ceased offering its unsecured consumer loan products in Mexico, and the 28 consumer loan stores were closed. As a result, the Company no longer offers an unsecured consumer loan product in Latin America. Consumer loan fees and the related loss provision recognized during the third quarter of 2018 relate to consumer loans made prior to June 30, 2018.


Segment Expenses and Segment Pre-Tax Operating Income


Store operating expenses increased 13% (19%27% (30% on a constant currency basis) to $38.8$43.0 million during the thirdfirst quarter of 20182019 compared to $34.4$34.0 million during the thirdfirst quarter of 2017.2018. Total store operating expenses increased primarily due to the 29%38% increase in the Latin America weighted-average store count. Same-store operating expenses decreasedincreased 2% (increased 3%(4% on a constant currency basis) compared to the prior-year period.


The segment pre-tax operating income for the thirdfirst quarter of 20182019 was $32.7 million, which generated a pre-tax segment operating margin of 23%22% compared to $32.3$27.5 million and 25%22% in the prior year, respectively. The decline in the pre-tax operating margin was in part the result of the recent smaller format store acquisitions that experienced lower retail margins during the integration.


  


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 30, 2018March 31, 2019 as compared to the three months ended September 30, 2017March 31, 2018 (dollars in thousands):


 Three Months Ended    Three Months Ended   
 September 30, Increase / March 31, Increase /
 2018 2017 (Decrease) 2019 2018 (Decrease)
Consolidated Results of Operations              
Segment pre-tax operating income:              
U.S. operations segment pre-tax operating income $54,606
 $51,165
 7 %  $67,891
 $64,939
 5 % 
Latin America operations segment pre-tax operating income(1) 32,697
 32,292
 1 %  32,706
 27,530
 19 % 
Consolidated segment pre-tax operating income 87,303
 83,457
 5 %  100,597
 92,469
 9 % 
              
Corporate expenses and other income:              
Administrative expenses 29,977
 29,999
  %  32,154
 28,002
 15 % 
Depreciation and amortization 2,650
 5,249
 (50)%  1,524
 3,019
 (50)% 
Interest expense 7,866
 6,129
 28 %  8,370
 6,198
 35 % 
Interest income (495) (418) 18 %  (204) (981) (79)% 
Merger and other acquisition expenses 3,222
 911
 254 %  149
 239
 (38)% 
Loss on extinguishment of debt 
 20
 (100)% 
(Gain) loss on foreign exchange (1)
 (239) 213
 212 % 
Total corporate expenses and other income 43,220
 41,890
 3 %  41,754
 36,690
 14 % 
              
Income before income taxes 44,083
 41,567
 6 %  58,843
 55,779
 5 % 
              
Provision for income taxes 10,758
 13,293
 (19)%  16,188
 14,144
 14 % 
              
Net income $33,325
 $28,274
 18 %  $42,655
 $41,635
 2 % 


(1)
The loss on foreign exchange for the Latin America operations segment of $0.2 million for the three months ended March 31, 2018 was reclassified on the consolidated statements of income in order to conform with the presentation for the three months ended March 31, 2019. The loss on foreign exchange was reclassified from store operating expenses and reported separately on the consolidated statements of income.

Corporate Expenses and Taxes


Administrative expenses were consistent, totaling $30.0increased 15% to $32.2 million during both the thirdfirst quarter of 2019 compared to $28.0 million in the first quarter of 2018, and 2017, as administrative synergies realized from the Cash America merger and a 7% unfavorable change in the average value of the Mexican peso, which reduced comparative administrative expenses in Mexico, were offset by a 13%primarily due to an 18% increase in the consolidated weighted-average store count, resulting in additional management and supervisory compensation and other support expenses required for such growth.growth, some of which are expected to be reduced over time with the realization of administrative cost synergies, partially offset by a 2% unfavorable change in the average value of the Mexican peso. Administrative expenses wereincreased to 7% of revenue during both the thirdfirst quarter of 2018 and 2017.2019 compared to 6% during the first quarter of 2018.


Corporate depreciation and amortization decreased to $2.7$1.5 million during the thirdfirst quarter of 20182019 compared to $5.2$3.0 million during the thirdfirst quarter of 2017,2018, primarily due to the realization of depreciation and amortization synergies from the merger synergies and a reduction in capital spending compared to pre-merger levels.


Interest expense increased to $7.9$8.4 million in the thirdfirst quarter of 2019 compared to $6.2 million for the first quarter of 2018, comparedprimarily due to $6.1 million forincreased average balances outstanding and increased interest rates on the third quarter of 2017.Company’s unsecured credit facility. See “—Liquidity“Liquidity and Capital Resources.”


Merger and other acquisition expenses increased to $3.2 million during the third quarter of 2018 compared to $0.9 million during the third quarter of 2017 associated with merger and acquisition activity. See “—Non-GAAP Financial Information” for additional details of merger and other acquisition expenses.


  



For the thirdfirst quarter of 20182019 and 2017,2018, the Company’s consolidated effective income tax rates were 24.4%27.5% and 32.0%25.4%, respectively. The increase in the effective tax rate for the third quarter of 2018 was impacted primarily as a result of the passage ofdue in part to an increase in certain non-deductible expenses resulting from the Tax Cuts and Jobs Act (“Tax Act”) on December 22, 2017, which reducedand to the U.S.increasing share of earnings from Latin America where corporate income tax rate from 35%rates are higher than those in 2017 to 21% in 2018. The 24.4% effective income tax rate for the third quarter of 2018 was also positively impacted by the refinement of certain 2018 foreign tax estimates during the quarter. The Company expects its full year 2018 blended effective income tax rate, including corporate income taxes on Latin American operations, to be approximately 26% as a result of the Tax Act.U.S.


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


The following table sets forth revenue, net revenue, net income, diluted earnings per share, adjusted net income and adjusted diluted earnings per share for the thirdfirst quarter of 20182019 compared to the thirdfirst quarter of 20172018 (in thousands, except per share amounts):


 Three Months Ended September 30, Three Months Ended March 31,
 2018 2017 As Reported (GAAP) Adjusted (Non-GAAP)
 As Reported Adjusted As Reported Adjusted
 (GAAP) (Non-GAAP) (GAAP) (Non-GAAP)
In thousands, except per share amounts 2019 2018 2019 2018
Revenue $429,878
 $429,878
 $435,412
 $435,412
 $467,604
 $449,800
 $467,604
 $449,800
Net revenue $237,258
 $237,258
 $231,046
 $231,046
Net income $33,325
 $35,587
 $28,274
 $28,861
 $42,655
 $41,635
 $42,521
 $41,819
Diluted earnings per share $0.76
 $0.81
 $0.59
 $0.61
 $0.98
 $0.90
 $0.97
 $0.90
Weighted average diluted shares 44,116
 44,116
 47,668
 47,668
Weighted-average diluted shares 43,658
 46,479
 43,658
 46,479


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 debt extinguishment costs,certain non-cash foreign currency gains and losses, but does not adjust for the effects of foreign currency rate fluctuations. See “—Non-GAAP“Non-GAAP Financial Information—Adjusted Net Income and Adjusted Diluted Earnings Per Share” below.

Operating Results for the Nine Months Ended September 30, 2018 Compared to the Nine Months Ended September 30, 2017

U.S. Operations Segment

The following table presents segment pre-tax operating income of the U.S. operations segment for the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017 (dollars in thousands). Store operating expenses include salary and benefit expense of store-level employees, occupancy costs, bank charges, security, insurance, utilities, supplies and other costs incurred by the stores.

  Nine Months Ended    
  September 30,  
  2018 2017 Decrease
U.S. Operations Segment        
Revenue:        
Retail merchandise sales $514,494
 $519,116
  (1)% 
Pawn loan fees 277,411
 287,338
  (3)% 
Wholesale scrap jewelry sales 70,394
 91,430
  (23)% 
Consumer loan and credit services fees 42,522
 57,425
  (26)% 
Total revenue 904,821
 955,309
  (5)% 
         
Cost of revenue:        
Cost of retail merchandise sold 328,258
 337,789
  (3)% 
Cost of wholesale scrap jewelry sold 64,203
 87,600
  (27)% 
Consumer loan and credit services loss provision 12,874
 15,115
  (15)% 
Total cost of revenue 405,335
 440,504
  (8)% 
         
Net revenue 499,486
 514,805
  (3)% 
         
Segment expenses:        
Store operating expenses 310,963
 318,044
  (2)% 
Depreciation and amortization 15,877
 18,759
  (15)% 
Total segment expenses 326,840
 336,803
  (3)% 
         
Segment pre-tax operating income $172,646
 $178,002
  (3)% 

Retail Merchandise Sales Operations

U.S. retail merchandise sales decreased 1% to $514.5 million during the nine months ended September 30, 2018 compared to $519.1 million for the nine months ended September 30, 2017. Same-store retail sales also decreased 1% during the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017. During the nine months ended September 30, 2018, the gross profit margin on retail merchandise sales in the U.S. was 36% compared to a margin of 35% during the nine months ended September 30, 2017. The decline in retail sales was primarily due to strategic reductions in inventory levels in the Cash America stores.

  

Pawn Lending Operations

U.S. pawn loan fees decreased 3% totaling $277.4 million during the nine months ended September 30, 2018 compared to $287.3 million for the nine months ended September 30, 2017. Same-store pawn fees decreased 4% during the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017. Pawn loan receivables as of September 30, 2018 decreased 1% in total and on a same-store basis compared to September 30, 2017. The decline in same-store pawn receivables and pawn loan fees relates primarily to the ongoing adoption of FirstCash’s lending practices and an increased focus on direct purchases of merchandise from customers less likely to redeem a pawn loan.

Wholesale Scrap Jewelry Operations

U.S. wholesale scrap jewelry revenue, consisting primarily of gold sales, decreased 23% to $70.4 million during the nine months ended September 30, 2018 compared to $91.4 million during the nine months ended September 30, 2017. The scrap jewelry gross profit margin in the U.S. was 9% compared to the prior-year margin of 4%. Scrap jewelry profits accounted for 1% of U.S. net revenue (gross profit) for both the nine months ended September 30, 2018 and 2017, and is considered a non-core revenue stream of the Company.

Consumer Lending Operations

Service fees from U.S. consumer loans and credit services transactions (collectively, consumer lending operations) decreased 26% to $42.5 million during the nine months ended September 30, 2018 compared to $57.4 million for the nine months ended September 30, 2017. Net revenue (gross profit) from U.S. consumer lending operations decreased 30% to $29.6 million during the nine months ended September 30, 2018 compared to $42.3 million for the nine months ended September 30, 2017. As previously discussed, the Company continues to de-emphasize consumer lending operations. Revenue and gross profit from consumer lending operations accounted for 5% and 6% of total U.S. revenue and gross profit, respectively, during the nine months ended September 30, 2018 compared to 6% and 8%, respectively, during the nine months ended September 30, 2017.

In April 2018, the Company sold the remaining assets of its eight California consumer lending stores. As a result, the Company no longer has operations in California. The Company recorded an immaterial loss resulting from the sale and store closures, which includes the cost of terminating the remaining lease liabilities.
Segment Expenses and Segment Pre-Tax Operating Income

U.S. store operating expenses decreased 2% to $311.0 million during the nine months ended September 30, 2018 compared to $318.0 million during the nine months ended September 30, 2017, primarily due to continued efforts to integrate and optimize domestic store operations and a 1% decrease in the U.S. weighted-average store count. Same-store operating expenses decreased 1% compared with the prior-year period.

U.S. store depreciation and amortization decreased 15% to $15.9 million during the nine months ended September 30, 2018 compared to $18.8 million during the nine months ended September 30, 2017, primarily due to a reduction in capital spending in Cash America stores compared to pre-merger levels.

The U.S. segment pre-tax operating income for the nine months ended September 30, 2018 was $172.6 million compared to $178.0 million in the prior year, which generated a pre-tax segment operating margin of 19% for both periods. The decline in the segment pre-tax operating income was primarily due to declines in pawn loan fees and non-core consumer lending gross profits, partially offset by increased retail sales gross profits and reductions in store operating expenses and store depreciation and amortization.



Latin America Operations Segment

Latin American results of operations for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017 were impacted by a 1% unfavorable change in the average value of the Mexican peso compared to the U.S. dollar.

The following table presents segment pre-tax operating income of the Latin America operations segment for the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017 (dollars in thousands). Store operating expenses include salary and benefit expense of store-level employees, occupancy costs, bank charges, security, insurance, utilities, supplies and other costs incurred by the stores.

          Constant Currency Basis
          Nine Months    
        Ended    
  Nine Months Ended     September 30, Increase /
  September 30, Increase / 2018 (Decrease)
  2018 2017 (Decrease) (Non-GAAP) (Non-GAAP)
Latin America Operations Segment              
Revenue:              
Retail merchandise sales $267,506
 $231,034
  16 %  $268,988
  16 % 
Pawn loan fees 110,007
 96,090
  14 %  110,615
  15 % 
Wholesale scrap jewelry sales 16,456
 15,855
  4 %  16,456
  4 % 
Consumer loan and credit services fees 860
 1,329
  (35)%  865
  (35)% 
Total revenue 394,829
 344,308
  15 %  396,924
  15 % 
               
Cost of revenue:              
Cost of retail merchandise sold 173,100
 145,669
  19 %  174,061
  19 % 
Cost of wholesale scrap jewelry sold 16,227
 14,770
  10 %  16,315
  10 % 
Consumer loan and credit services loss provision 221
 304
  (27)%  222
  (27)% 
Total cost of revenue 189,548
 160,743
  18 %  190,598
  19 % 
               
Net revenue 205,281
 183,565
  12 %  206,326
  12 % 
               
Segment expenses:              
Store operating expenses 106,936
 94,736
  13 %  107,472
  13 % 
Depreciation and amortization 8,364
 7,723
  8 %  8,406
  9 % 
Total segment expenses 115,300
 102,459
  13 %  115,878
  13 % 
               
Segment pre-tax operating income $89,981
 $81,106
  11 %  $90,448
  12 % 


Retail Merchandise Sales Operations

Latin America retail merchandise sales increased 16% in total and on a constant currency basis to $267.5 million during the nine months ended September 30, 2018 compared to $231.0 million for the nine months ended September 30, 2017. The increase was primarily due to revenue contributions from recent acquisition activity, new store openings and a 10% increase in both total and constant currency same-store retail sales. The gross profit margin on retail merchandise sales was 35% during the nine months ended September 30, 2018 compared to 37% during the nine months ended September 30, 2017. The decrease in retail margins was in large part the result of recent acquisitions of smaller format stores that have historically had lower retail margins. The Company expects retail margins to increase over time from current levels as these acquired smaller format stores utilize the FirstPawn IT platform and store associates are trained in Company best practices that focus on general merchandise lending and retail operations.

Pawn Lending Operations

Pawn loan fees in Latin America increased 14% (15% on a constant currency basis) totaling $110.0 million during the nine months ended September 30, 2018 compared to $96.1 million for the nine months ended September 30, 2017, primarily as a result of the 21% increase (25% on a constant currency basis) in pawn loan receivables as of September 30, 2018 compared to September 30, 2017. The increase in pawn receivables was primarily driven by pawn loans acquired in the recent acquisitions and new store additions, partially offset by a same-store pawn receivable decrease of 3% (flat on a constant currency basis).

Wholesale Scrap Jewelry Operations

Latin America wholesale scrap jewelry revenue, consisting primarily of gold sales, increased 4% to $16.5 million during the nine months ended September 30, 2018 compared to $15.9 million during the nine months ended September 30, 2017. The scrap jewelry gross profit margin in Latin America was 1% in total and on a constant currency basis compared to the prior-year margin of 7%. Scrap jewelry profits accounted for less than 1% of Latin America net revenue (gross profit) for the nine months ended September 30, 2018 compared to 1% for the nine months ended September 30, 2017, and is considered a non-core revenue stream of the Company.

Consumer Lending Operations

The Company continues to strategically focus on its core pawn business and reduce its exposure to non-core unsecured lending products. Effective June 30, 2018, the Company ceased offering its unsecured consumer loan products in Mexico, and the 28 consumer loan stores were closed. As a result, the Company no longer offers an unsecured consumer loan product in Latin America.

Segment Expenses and Segment Pre-Tax Operating Income

Store operating expenses increased 13% in total and on a constant currency basis to $106.9 million during the nine months ended September 30, 2018 compared to $94.7 million during the nine months ended September 30, 2017. Total store operating expenses increased primarily due to the 20% increase in the Latin America weighted-average store count. Same-store operating expenses increased 4% in total and on a constant currency basis compared to the prior-year period.

The segment pre-tax operating income for the nine months ended September 30, 2018 was $90.0 million, which generated a pre-tax segment operating margin of 23% compared to $81.1 million and 24% in the prior year, respectively. The decline in the pre-tax operating margin was in part the result of the recent smaller format store acquisitions that experienced lower retail margins during the integration.


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 months ended September 30, 2018 as compared to the nine months ended September 30, 2017 (dollars in thousands):

  Nine Months Ended    
  September 30, Increase /
  2018 2017 (Decrease)
Consolidated Results of Operations        
Segment pre-tax operating income:        
U.S. operations segment pre-tax operating income $172,646
 $178,002
  (3)% 
Latin America operations segment pre-tax operating income 89,981
 81,106
  11 % 
Consolidated segment pre-tax operating income 262,627
 259,108
  1 % 
         
Corporate expenses and other income:        
Administrative expenses 87,699
 93,542
  (6)% 
Depreciation and amortization 8,844
 16,322
  (46)% 
Interest expense 20,593
 17,827
  16 % 
Interest income (2,216) (1,138)  95 % 
Merger and other acquisition expenses 5,574
 3,164
  76 % 
Loss on extinguishment of debt 
 14,114
  (100)% 
Total corporate expenses and other income 120,494
 143,831
  (16)% 
         
Income before income taxes 142,133
 115,277
  23 % 
         
Provision for income taxes 37,002
 39,119
  (5)% 
         
Net income $105,131
 $76,158
  38 % 

Corporate Expenses and Taxes

Administrative expenses decreased 6% to $87.7 million during the nine months ended September 30, 2018 compared to $93.5 million during the nine months ended September 30, 2017, as administrative synergies realized from the Cash America merger and a 1% unfavorable change in the average value of the Mexican peso, which slightly reduced comparative administrative expenses in Mexico, were partially offset by a 9% increase in the consolidated weighted-average store count resulting in additional management and supervisory compensation and other support expenses required for such growth. Administrative expenses were 7% of revenue during both the nine months ended September 30, 2018 and 2017.

Corporate depreciation and amortization decreased to $8.8 million during the nine months ended September 30, 2018 compared to $16.3 million during the nine months ended September 30, 2017, primarily due to the realization of depreciation and amortization merger synergies and a reduction in capital spending compared to pre-merger levels.

Interest expense increased to $20.6 million during the nine months ended September 30, 2018 compared to $17.8 million for the nine months ended September 30, 2017. See “—Liquidity and Capital Resources.”

Merger and other acquisition expenses increased to $5.6 million during the nine months ended September 30, 2018 compared to $3.2 million for the nine months ended September 30, 2017 associated with merger and acquisition activity. See “—Non-GAAP Financial Information” for additional details of merger and other acquisition expenses.

During the nine months ended September 30, 2017, the Company repurchased through a tender offer, or otherwise redeemed, its previously outstanding $200 million, 6.75% senior unsecured notes due 2021, incurring a loss on extinguishment of debt of $14.1 million.

For the nine months ended September 30, 2018 and 2017, the Company’s consolidated effective income tax rates were 26.0% and 33.9%, respectively. The effective tax rate for the nine months ended September 30, 2018 was impacted primarily as a result of the passage of the Tax Act on December 22, 2017, which reduced the U.S. corporate income tax rate from 35% in 2017 to 21% in 2018. The Company expects its full year 2018 blended effective income tax rate, including corporate income taxes on Latin American operations, to be approximately 26% as a result of the Tax Act.

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

The following table sets forth revenue, net revenue, net income, diluted earnings per share, adjusted net income and adjusted diluted earnings per share for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017 (in thousands, except per share amounts):

  Nine Months Ended September 30,
  2018 2017
  As Reported Adjusted As Reported Adjusted
  (GAAP) (Non-GAAP) (GAAP) (Non-GAAP)
Revenue $1,299,650
 $1,299,650
 $1,299,617
 $1,299,617
Net revenue $704,767
 $704,767
 $698,370
 $698,370
Net income $105,131
 $109,089
 $76,158
 $87,044
Diluted earnings per share $2.33
 $2.41
 $1.58
 $1.81
Weighted average diluted shares 45,204
 45,204
 48,117
 48,117

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 debt extinguishment costs, but does not adjust for the effects of foreign currency rate fluctuations. See “—Non-GAAP Financial Information—Adjusted Net Income and Adjusted Diluted Earnings Per Share” below.


LIQUIDITY AND CAPITAL RESOURCES


As of September 30, 2018,March 31, 2019, the Company’s primary sources of liquidity were $57.0$49.7 million in cash and cash equivalents, $91.8$166.3 million of available and unused funds under the Company’s revolving unsecured credit facility, $454.7$400.2 million in customer loans and fees and service charges receivable and $277.4$257.8 million in inventories. As of September 30, 2018,March 31, 2019, the amount of cash associated with indefinitely reinvested foreign earnings was $24.1$17.4 million, which is primarily held in Mexican pesos. The Company had working capital of $669.2$508.3 million as of September 30, 2018March 31, 2019.

As of March 31, 2019, the Company maintained an unsecured line of credit with a group of U.S. based commercial lenders (the “Credit Facility”) in the amount of $425.0 million, which matures on October 4, 2023. As of March 31, 2019, the Company had $255.0 million in outstanding borrowings and total equity exceeded liabilities by$3.7 million in outstanding letters of credit under the Credit Facility, leaving $166.3 million available for future borrowings. The Credit Facility bears interest, at the Company’s option, at either (1) 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 ratiofixed spread of 1.62.5% 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 1.pay an annual commitment fee of 0.50% on the average daily unused portion of the Credit Facility commitment. The weighted-average interest rate on amounts outstanding under the Credit Facility at March 31, 2019 was 4.94% 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 March 31, 2019, and believes it has the capacity to borrow a substantial portion of the amount available under the Credit Facility under the most restrictive covenant. During the three months ended March 31, 2019, the Company made net payments of $40.0 million pursuant to the Credit Facility.


On May 30, 2017, the Company issued $300.0 million of 5.375% senior unsecured notes due on June 1, 2024 (the “Notes”), all of which are currently outstanding. Interest on the Notes is payable semi-annually in arrears on June 1 and December 1. The Notes are fully and unconditionally guaranteed on a senior unsecured basis jointly and severally by all of the Company's existing and future domestic subsidiaries that guarantee its revolving unsecured credit facility.Credit Facility. The Notes will permit the Company to make restricted payments, such as purchasing shares of its stock and paying cash dividends, in an unlimited amount if, after giving pro forma effect to the incurrence of any indebtedness to make such payment, the Company's consolidated total debt ratio (“Net Debt Ratio”) is less than 2.25 to 1. The Net Debt Ratio is defined generally in the indenture governing the Notes as the ratio of (1) the total consolidated debt of the Company minus cash and cash equivalents of the Company to (2) the Company’s consolidated trailing twelve months EBITDA, as adjusted to exclude certain non-recurring expenses and giving pro forma effect to operations acquired during the measurement period. As of September 30, 2018,March 31, 2019, the Net Debt Ratio was 2.01.8 to 1. See “—Non-GAAP“Non-GAAP Financial Information” for additional information on the calculation of the Net Debt Ratio.

The Company used the proceeds from the offering of the Notes to repurchase, or otherwise redeem, its previously outstanding $200.0 million, 6.75% senior unsecured notes due 2021 (the “2021 Notes”). As a result, during the nine months ended September 30, 2017, the Company recognized a $14.1 million loss on extinguishment of debt related to the repurchase or redemption of the 2021 Notes.

At September 30, 2018, the Company maintained an unsecured line of credit with a group of U.S. based commercial lenders (the “Credit Facility”) in the amount of $400.0 million which matures on September 2, 2022. At September 30, 2018, the Company had $305.0 million in outstanding borrowings and $3.2 million in outstanding letters of credit under the Credit Facility, leaving $91.8 million available for future borrowings. The 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 Credit Facility commitment. The weighted-average interest rate on amounts outstanding under the Credit Facility at September 30, 2018 was 4.66% 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 requirements and covenants of the Credit Facility as of September 30, 2018, and believes it has the capacity to borrow a substantial portion of the amount available under the Credit Facility under the most restrictive covenant. During the nine months ended September 30, 2018, the Company received net proceeds of $198.0 million from borrowings pursuant to the Credit Facility.

On October 4, 2018, the Company amended and extended the Credit Facility. The total lender commitment under the amended facility increased from $400.0 million to $425.0 million and the term was extended to October 4, 2023. Certain financial covenants in the facility were amended, including an increase in the permitted consolidated leverage ratio from 2.75 to 3.0 times EBITDA adjusted for certain items as defined in the Credit Facility and an increase in the permitted domestic leverage ratio from 3.5 to 4.0 times domestic EBITDA adjusted for certain items as defined in the Credit Facility. The Credit Facility remains unsecured and continues to bear interest, at the Company’s option, at either (i) 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 (ii) the prevailing prime or base rate plus a fixed spread of 1.5%.


In general, revenue growth is dependent upon the Company’s ability to fund the addition of store locations (both de novo openings and acquisitions) and growth in customer loan balances and inventories. In addition to these factors, changes in loan balances, 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 expansions and acquisitions, affect the Company’s liquidity. Management believes cash on hand, the borrowings available under its revolving unsecured credit facility,Credit Facility, anticipated cash generated from operations (including the normal seasonal increases in operating cash flows occurring in the first and fourth quarters), and other current working capital will be sufficient to meet the Company’s anticipated capital requirements for its business for at least the next twelve months. Where appropriate or desirable, in connection with the Company’s efficient management of its liquidity position, the Company could seek to raise additional funds from a variety of sources, including the sale of assets, reductions in capital spending, the issuance of debt or equity securities and/or changes to its management of current assets. The characteristics of the Company’s current assets, specifically the ability to rapidly liquidate gold jewelry inventory and adjust outflows of cash in its lending practices, gives the Company flexibility to quickly modify its business strategy to increase cash flow from its business, if necessary. Regulatory developments affecting the Company’s operations may also impact profitability and liquidity. See “—Regulatory“Regulatory Developments.”


The Company regularly evaluates opportunities to optimize its capital structure, including through consideration of the issuance of debt or equity, to refinance existing debt and to fund ongoing cash needs such as general corporate purposes, growth initiatives and its dividend and stock repurchase program.



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):


 Nine Months Ended Three Months Ended
 September 30, March 31,
 2018 2017 2019 2018
Cash flow provided by operating activities $174,219
 $148,846
 $71,697
 $91,316
Cash flow used in investing activities $(142,196) $(22,475)
Cash flow provided by (used in) investing activities $(14,107) $34,019
Cash flow used in financing activities $(90,042) $(128,365) $(80,490) $(134,264)



 Balance at September 30, As of March 31,
 2018 2017 2019 2018
Working capital(1) $669,226
 $758,637
 $508,253
 $630,113
Current ratio(1)5.8:1 6.6:1 3.4:1 5.6:1 
Liabilities to equity ratio(2)0.6:1 0.5:1 0.8:1 0.4:1 
Net Debt Ratio (1)(3)
2.0:1 1.3:1 1.8:1 1.0:1 


(1)
Current liabilities as of March 31, 2019 includes an $84.9 million current lease liability as a result of the adoption of ASC 842 that is not included in current liabilities as of March 31, 2018, thereby impacting comparability of this metric.

(2)
Total liabilities as of March 31, 2019 includes a total of $273.9 million in lease liabilities as a result of the adoption of ASC 842 that is not included in total liabilities as of March 31, 2018, thereby impacting comparability of this metric.

(3)
Adjusted EBITDA, a component of the Net Debt Ratio, is a non-GAAP financial measure. See “—Non-GAAP“Non-GAAP Financial Information” for a calculation of the Net Debt Ratio.


Net cash provided by operating activities increased $25.4decreased $19.6 million, or 17%21%, from $148.8$91.3 million for the ninethree months ended September 30, 2017March 31, 2018 to $174.2$71.7 million for the ninethree months ended September 30, 2018,March 31, 2019, primarily due to an increase in netthe receipt of a $21.4 million income tax refund during the first quarter of $29.0 million,2018 related to the merger with Cash America, 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 condensed consolidated statements of cash flows).


Net cash used in investing activities increased $119.7$48.1 million, or 533%141%, from $22.5net cash provided by investing activities of $34.0 million for the ninethree months ended September 30, 2017March 31, 2018 to $142.2net cash used in investing activities of $14.1 million for the ninethree months ended September 30, 2018.March 31, 2019. Cash flows from investing activities are utilized primarily to fund pawn store acquisitions, and purchases of propertyfurniture, fixtures, equipment and equipment.improvements, which includes capital expenditures for improvements to existing stores, new store openings and other corporate assets, and discretionary purchases of store real property. In addition, net cash flows related to net fundings/repayments of pawn and consumer loans are included in investing activities. The Company paid $88.4$24.5 million in cash related to store acquisitions, and $40.8$9.7 million for furniture, fixtures, equipment and improvements and $22.1 million for discretionary store real property and equipmentpurchases during the ninethree months ended September 30, 2018March 31, 2019 compared to $1.1$13.4 million, $5.4 million and $26.6$3.4 million in the prior-year period, respectively. The Company funded a net increase in pawn and consumer loans of $13.1 million during the nine months ended September 30, 2018 compared toreceived funds received from a net decrease in pawn and consumer loans of $5.3$42.2 million during the ninethree months ended September 30, 2017.March 31, 2019 compared to $56.2 million during the three months ended March 31, 2018.


Net cash used in financing activities decreased $38.3$53.8 million, or 30%40%, from $128.4$134.3 million for the ninethree months ended September 30, 2017March 31, 2018 to $90.0$80.5 million for the ninethree months ended September 30, 2018.March 31, 2019. Net borrowingspayments on the Company’s credit facilityCredit Facility were $198.0$40.0 million during the ninethree months ended September 30, 2018March 31, 2019 compared to net payments of $120.0$24.0 million during the ninethree months ended September 30, 2017. During the nine months ended September 30, 2017, the Company received $300.0 million in proceeds from the private offering of the Notes and paid $5.3 million in debt issuance costs related to the Notes and the Credit Facility. Using part of the proceeds from the Notes, the Company repurchased, or otherwise redeemed, the 2021 Notes and paid tender or redemption premiums over the face value of the 2021 Notes and other reacquisition costs of $10.9 million during the nine months ended September 30, 2017.March 31, 2018. The Company funded $258.5$29.6 million worth of common stock share repurchases and paid dividends of $29.9$10.9 million during the ninethree months ended September 30, 2018,March 31, 2019, compared to funding $65.0$100.0 million worth of share repurchases and dividends paid of $27.4$10.2 million during the ninethree months ended September 30, 2017.March 31, 2018.


During the ninethree months ended September 30, 2018,March 31, 2019, the Company opened 4336 new pawn stores in Latin America, acquired 342118 pawn stores in Latin America and acquired 1810 pawn stores in the U.S. The cumulative all-cash purchase price of the 20182019 acquisitions was $105.0$23.5 million, net of cash acquired and subject to future post-closing adjustments. The purchases were composedaggregate purchase price was comprised of $88.4$20.7 million in cash paid during the ninethree months ended September 30, 2018March 31, 2019 and $16.6$2.8 million of deferred purchase price payable in cashshort-term payables due to the sellers in 2018

2019 and 2019.2020. During the three months ended March 31, 2019, the Company also paid $3.8 million of purchase price amounts payable related to prior-year acquisitions. The Company also funded $40.8$9.7 million in capital expenditures during the ninethree months ended September 30, 2018, primarilyMarch 31, 2019 for maintenance capital expenditures,improvements to existing stores, new store additions and corporate assets, but also included $15.0and an additional $22.1 million related to the purchase of store real estateproperty, primarily from landlords at existing stores. Management considers the store real property purchases to be discretionary in nature and not required to operate or grow its pawn operations. Acquisition purchase prices, capital expenditures, working capital requirements and start-up losses related to new store openings have been primarily funded through cash balances, operating cash flows and the Credit Facility.


The Company intends to continue expansion primarily through acquisitions and new store openings. For fiscal 2018,2019, the Company expects to add at least 420approximately 80 to 85 new full-service pawn locations in Latin America, which includes the 342 smaller formattargeted openings of 55 to 60 stores acquired in Mexico and the 61 large format15 stores acquired or opened during the first nine months of the year.in Guatemala and 10 stores in Colombia. Additionally, as opportunities arise at attractive prices, the Company intends to continue purchasing the real estate from its landlords at existing stores. Excluding these discretionary store real estate purchases, the Company expects total capital expenditurespurchases of furniture, fixtures, equipment and improvements for 2018,2019, including expenditures for new and remodeled stores and other corporate assets, will total approximately $30.0 million to $35.0 million. Management believes cash on hand, the amounts available to be drawn under the unsecured credit facilityCredit Facility and cash generated from operations will be sufficient to accommodate the Company’s current operations and store expansion plans for the remainder of 2018.2019.


The Company continually looks for, and is presented with, potential acquisition opportunities. The Company currently has no other contractual commitments for materially significant future acquisitions, business combinations or capital commitments. However, as of March 31, 2019, there were approximately 92 remaining franchised pawn locations in Mexico operating under the “Prendamex” brand that the Company continues to evaluate for acquisition. The Company will evaluate other potential acquisitions based upon growth potential, purchase price, available liquidity, debt covenant restrictions, strategic fit and quality of management personnel, among other factors. If the Company encounters an attractive

opportunity to acquire new stores in the near future, the Company may seek additional financing, the terms of which will be negotiated on a case-by-case basis.


In May 2017, the Company’s BoardAs of Directors authorized a common stock repurchase program to repurchase up to $100.0 million of the Company’s outstanding common stock. During January 2018,March 31, 2019, the Company completedhad contractual commitments to deliver a total of 33,000 gold ounces between the May 2017 stock repurchase program after repurchasing approximately 239,000months of April and December 2019 at a weighted-average price of $1,299 per ounce. The ounces required to be delivered over this time period are within historical scrap gold volumes and the Company expects to have the required gold ounces to meet the commitments as they come due.

During the three months ended March 31, 2019, the Company repurchased a total of 343,000 shares of its common stock at an aggregate cost of $17.3 million. In October 2017, the Company’s Board of Directors authorized an additional $100.0 million share repurchase plan that became effective on January 31, 2018, following the completion of the May 2017 share repurchase plan. The Company completed the October 2017 share repurchase program in April 2018 after repurchasing 1,282,000 shares of its common stock at an aggregate cost of $100.0$29.2 million and an average cost per share of $78.01. In April$85.17, and during the three months ended March 31, 2018, the Company’s Board of Directors authorized a common stock repurchase program to repurchase up to $100.0 million of the Company’s outstanding common stock, which became effective on April 25, 2018. The Company completed the April 2018 share repurchase program in June 2018 after repurchasing 1,098,000repurchased 1,378,000 shares of its common stock at an aggregate cost of $100.0$105.6 million and an average cost per share of $91.06.

In July 2018, the Company’s Board of Directors authorized a new common stock repurchase program to repurchase up to $100.0 million of the Company’s outstanding common stock, which became effective on July 25, 2018. Under the July 2018 share repurchase program, the Company repurchased 495,000 shares of its common stock at an aggregate cost of $40.0 million and an average cost per share of $80.80 and $60.0 million remained available for repurchases as of September 30, 2018. On October 24, 2018, the Board of Directors authorized an additional $100 million share repurchase program that will become effective upon the completion of the current plan, leaving a total of $160 million available for future repurchases.$76.64. The Company intends to continue repurchases under the July 2018its active share repurchase programprograms 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.


The following table provides purchases made by the Company of shares of its common stock under each share repurchase program in effect during the three months ended March 31, 2019 (dollars in thousands):

Plan Authorization Date Plan Completion Date Dollar Amount Authorized Shares Purchased in 2019 Dollar Amount Purchased in 2019 Remaining Dollar Amount Authorized For Future Purchases
July 25, 2018 Currently active $100,000
 343,000
 $29,190
 $13,570
October 24, 2018 Currently active 100,000
 
 
 100,000
Total     343,000
 $29,190
 $113,570

Total cash dividends paid during the ninethree months ended September 30,March 31, 2019 and 2018 and 2017 were $29.9$10.9 million and $27.4$10.2 million, respectively. In January 2018,April 2019, the Company’s Board of Directors approveddeclared a plan to increase the annual dividend to $0.88 per share, or $0.22 per share quarterly, which began in the first quarter of 2018. In October 2018, the Company’s Board of Directors approved a plan to increase the annual dividend 14% from $0.88 per share to $1.00 per share, or $0.25 per share quarterly, beginning in the fourth quarter of 2018. The declared $0.25 per share fourthsecond quarter cash dividend on common shares outstanding, or an aggregate of $11.0$10.8 million based on the September 30, 2018March 31, 2019 share count, which will be paid on November 30, 2018May 31, 2019 to stockholders of record as of NovemberMay 15, 2018.2019. On an annualized basis, this represents aggregate dividends of $43.8$43.3 million based on the September 30, 2018March 31, 2019 share count.count as compared to aggregate dividends paid of $40.9 million in fiscal 2018. The declaration and payment of cash dividends in the future (quarterly or otherwise) will be made by the Board of Directors, from time to time,

subject to the Company’s financial condition, results of operations, business requirements, compliance with legal requirements and debt covenant restrictions.


REGULATORY DEVELOPMENTS   

The Company is subject to significant regulation of its pawn, consumer loan 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 2018 annual report on Form 10-K filed with the SEC on February 5, 2019. There have been no material changes in regulatory developments affecting the Company since December 31, 2018.

As reported in the 2018 annual report on Form 10-K, on July 30, 2018, the governor of Ohio signed into law the Ohio Fairness in Lending Act (the “Ohio Act”). The provisions of the Ohio Act went into effect on October 29, 2018, but did not apply to loans made or credit extensions obtained until after April 26, 2019. The Ohio Act significantly impacted the consumer loan industry in Ohio, as it effectively capped a consumer loan amount at $1,000, substantially limited consumer loans with maturities of less than 90 days by capping monthly payments as a percentage of the borrower’s gross income, created a maximum loan term of one year, capped interest rates at 28% per annum and capped the total cost of a consumer loan (including fees) at 60% of the original principal. There were also other provisions such as disclosure requirements, maximum borrowing levels and collections restrictions. In addition, the Ohio Act essentially eliminated the use of credit service organizations (each a “CSO”) by prohibiting a CSO from brokering loans that meet any of the following conditions: (1) the loan amount is less than $5,000, (2) the term of the loan is one year or less, and (3) the annual percentage rate exceeds 28%.
The Company operated 113 Cashland locations and six Cash America Pawn locations in Ohio as of March 31, 2019, which offered unsecured consumer loan and credit services products. After an extensive evaluation of alternative products meeting the new legal requirements of the Ohio Act, the Company opted to cease offering any unsecured consumer loan or credit services products in all of its 119 Ohio locations. Accordingly, over the next few months the Company is expecting to close an estimated 54 Cashland locations whose revenue was derived primarily from unsecured consumer lending products. The new law does not affect pawn lending operations and the remaining 59 Cashland and six Cash America Pawn locations in Ohio have significant pawn revenues and are expected to continue operating as full-service pawnshops. The Company does not expect the discontinuance of unsecured consumer loan and credit services products in its Ohio stores or the expected closure of 54 Cashland stores to have a material impact on its consolidated results of operations for the year ending December 31, 2019.

NON-GAAP FINANCIAL INFORMATION


The Company uses certain financial calculations such as adjusted net income, adjusted diluted earnings per share, adjusted pre-tax profit margin, adjusted net income margin, EBITDA, adjusted EBITDA, free cash flow, adjusted free cash flow and constant currency results (collectively, “Adjusted Financial Measures”) 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 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”) 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 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 the Adjusted Financial Measuresthese 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, the Adjusted Financial Measures,non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures of other companies.



The Company has adjusted the applicable financial measures to exclude among other expenses and benefits, merger and other acquisition expenses because it generally would not incur such costs and expenses as part of its continuing operations. Merger and other 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 has certain leases in Mexico which are denominated in U.S. dollars. The lease liability of these U.S. dollar denominated leases, which is considered a monetary liability, is remeasured into Mexican pesos using current period exchange rates which results 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 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 to improve comparability of current periods presented with prior periods due to the adoption of new accounting guidance on January 1, 2019.

Adjusted Net Income, and Adjusted Diluted Earnings Per Share, Adjusted Pre-Tax Profit Margin and Adjusted Net Income Margin


Management believes the presentation of adjusted net income, and adjusted diluted earnings per share, (“Adjusted Income Measures”)adjusted pre-tax profit margin and adjusted net income margin 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. 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.


The following table provides a reconciliation between net income and diluted earnings per share calculated in accordance with GAAP to the Adjusted Income Measures,adjusted net income and adjusted diluted earnings per share, which are shown net of tax (in thousands, except per share amounts):
 Three Months Ended September 30, Nine Months Ended September 30,
 2018 2017 2018 2017
 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$33,325
 $0.76
 $28,274
 $0.59
 $105,131
 $2.33
 $76,158
 $1.58
Adjustments, net of tax:               
Merger and other acquisition expenses:               
Transaction2,045
 0.05
 
 
 3,389
 0.07
 
 
Severance and retention
 
 56
 
 43
 
 857
 0.02
Other217
 
 518
 0.02
 526
 0.01
 1,137
 0.02
Total merger and other acquisition expenses2,262
 0.05
 574
 0.02
 3,958
 0.08
 1,994
 0.04
Loss on extinguishment of debt
 
 13
 
 
 
 8,892
 0.19
Adjusted net income and diluted earnings per share$35,587
 $0.81
 $28,861
 $0.61
 $109,089
 $2.41
 $87,044
 $1.81
 Three Months Ended March 31,
 2019 2018
 In Thousands Per Share In Thousands Per Share
Net income and diluted earnings per share, as reported$42,655
 $0.98
 $41,635
 $0.90
Adjustments, net of tax:       
Merger and other acquisition expenses104
 
 184
 
Non-cash foreign currency gain related to lease liability(238) (0.01) 
 
Adjusted net income and diluted earnings per share$42,521
 $0.97
 $41,819
 $0.90



The following tables providetable provides a reconciliation of the gross amounts, the impact of income taxes and the net amounts for the adjustments included in the table above (in thousands):


Three Months Ended September 30,Three Months Ended March 31,
2018 20172019 2018
Pre-tax Tax After-tax Pre-tax Tax After-taxPre-tax Tax After-tax Pre-tax Tax After-tax
Merger and other acquisition expenses$3,222
 $960
 $2,262
 $911
 $337
 $574
$149
 $45
 $104
 $239
 $55
 $184
Loss on extinguishment of debt
 
 
 20
 7
 13
Non-cash foreign currency gain related to lease liability(340) (102) (238) 
 
 
Total adjustments$3,222
 $960
 $2,262
 $931
 $344
 $587
$(191) $(57) $(134) $239
 $55
 $184


 Nine Months Ended September 30,
 2018 2017
 Pre-tax Tax After-tax Pre-tax Tax After-tax
Merger and other acquisition expenses$5,574
 $1,616
 $3,958
 $3,164
 $1,170
 $1,994
Loss on extinguishment of debt
 
 
 14,114
 5,222
 8,892
Total adjustments$5,574
 $1,616
 $3,958
 $17,278
 $6,392
 $10,886


The following table provides a calculation of the adjusted pre-tax profit margin and the adjusted net income margin (dollars in thousands):


Three Months Ended Nine Months EndedThree Months Ended
September 30, September 30,March 31,
2018 2017 2018 20172019 2018
Adjusted pre-tax profit margin calculated as follows:            
Income before income taxes, as reported$44,083
 $41,567
 $142,133
 $115,277
$58,843
 $55,779
Merger and other acquisition expenses 3,222
 911
 5,574
 3,164
 149
 239
Loss on extinguishment of debt 
  20
  
  14,114
Non-cash foreign currency gain related to lease liability (340)  
Adjusted income before income taxes$47,305
 $42,498
 $147,707
 $132,555
$58,652
 $56,018
Total revenue$429,878
 $435,412
 $1,299,650
 $1,299,617
$467,604
 $449,800
Adjusted pre-tax profit margin11.0% 9.8% 11.4% 10.2%12.5% 12.5%
            
Adjusted net income margin calculated as follows:        
Adjusted net income margin calculation:    
Adjusted net income$35,587
 $28,861
 $109,089
 $87,044
$42,521
 $41,819
Total revenue$429,878
 $435,412
 $1,299,650
 $1,299,617
$467,604
 $449,800
Adjusted net income margin8.3% 6.6% 8.4% 6.7%9.1% 9.3%


  


Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA


The Company defines EBITDA as net income before income taxes, depreciation and amortization, interest expense and interest income and adjusted EBITDA as EBITDA adjusted for certain items as listed below that management considers to be non-operating in nature and not representative of its actual operating performance. The Company believes EBITDA and adjusted EBITDA are commonly used by investors to assess a company’s financial performance, and adjusted EBITDA is used in the calculation of the Net Debt Ratio as defined in the Company’s senior unsecured notes covenants. The following table provides a reconciliation of net income to EBITDA and adjusted EBITDA (dollars in thousands):
  
         Trailing Twelve     Trailing Twelve
 Three Months Ended Nine Months Ended Months Ended Three Months Ended Months Ended
 September 30, September 30, September 30, March 31, March 31,
 2018 2017 2018 2017 2018 2017 2019 2018 2019 2018
Net income $33,325
 $28,274
 $105,131
 $76,158
 $172,865
 $112,850
 $42,655
 $41,635
 $154,226
 $152,882
Income taxes 10,758
 13,293
 37,002
 39,119
 26,303
 58,544
 16,188
 14,144
 54,147
 22,967
Depreciation and amortization 10,850
 13,872
 33,085
 42,804
 45,514
 57,504
 9,874
 11,283
 41,552
 52,273
Interest expense 7,866
 6,129
 20,593
 17,827
 26,801
 24,288
 8,370
 6,198
 31,345
 24,120
Interest income  (495)  (418)  (2,216)  (1,138)  (2,675)  (1,253)  (204)  (981)  (1,667)  (2,251)
EBITDA 62,304
 61,150
 193,595
 174,770
 268,808
 251,933
 76,883
 72,279
 279,603
 249,991
Adjustments:                    
Merger and other acquisition expenses 3,222
 911
 5,574
 3,164
 11,472
 5,957
 149
 239
 7,553
 8,654
Non-cash foreign currency gain related to lease liability (340) 
 (340) 
Asset impairments related to consumer loan operations 
 
 1,514
 
Loss on extinguishment of debt 
 20
 
 14,114
 
 14,114
 
 
 
 14,114
Net gain on sale of common stock of Enova 
 
 
 
 
 (1,552)
Adjusted EBITDA $65,526
 $62,081
 $199,169
 $192,048
 $280,280
 $270,452
 $76,692
 $72,518
 $288,330
 $272,759
                          
Net Debt Ratio calculated as follows:            
Net Debt Ratio calculation:        
Total debt (outstanding principal)         $605,000
 $440,000
     $555,000
 $383,000
Less: cash and cash equivalents          (57,025)  (93,411)      (49,663)  (110,408)
Net debt         $547,975
 $346,589
     $505,337
 $272,592
Adjusted EBITDA         $280,280
 $270,452
     $288,330
 $272,759
Net Debt Ratio         2.0:1 1.3:1
Net Debt Ratio (Net Debt divided by Adjusted EBITDA)     1.8:1 1.0:1





Free Cash Flow and Adjusted Free Cash Flow


For purposes of its internal liquidity assessments, the Company considers free cash flow and adjusted free cash flow. The Company defines free cash flow as cash flow from operating activities less purchases of propertyfurniture, fixtures, equipment and equipmentimprovements and net fundings/repayments of pawn and consumer loans, which are considered to be operating in nature by the Company but are included in cash flow from investing activities. Beginning this quarter, the Company modified its definition of adjustedAdjusted free cash flow and retrospectively applied the definition to prior-period results. The Company now defines adjusted free cash flowis defined as free cash flow adjusted for merger and other acquisition expenses paid that management considers to be non-operating in nature and adjusted for purchases ofnature.

The Company previously included store real estate, primarily at existing stores, which are included inproperty purchases as a component of purchases of property and equipment. Management considers the store real estateproperty purchases to be discretionary in nature and not required to operate or grow its pawn stores. operations. To further enhance transparency of these distinct items, the Company now reports purchases of store real property and purchases of furniture, fixtures, equipment and improvements separately on the consolidated statements of cash flows. As a result, the current definitions of free cash flow and adjusted free cash flow differ from prior period definitions as they now exclude discretionary purchases of store real property and the Company has retrospectively applied the current definitions to prior-period results.

Free cash flow and adjusted free cash flow are commonly used by investors as an additional measure of cash generated by business operations that may be used to repay scheduled debt maturities and debt service or, following payment of such debt obligations and other non-discretionary items, may be available to invest in future growth through new business development activities or

acquisitions, repurchase stock, pay cash dividends or repay debt obligations prior to their maturities. These metrics can also be used to evaluate the Company’s ability to generate cash flow from business operations and the impact that this cash flow has on the Company’s liquidity. However, free cash flow and adjusted free cash flow have limitations as analytical tools and should not be considered in isolation or as a substitute for cash flow from operating activities or other income statement data prepared in accordance with GAAP. The following table reconciles cash flow from operating activities to free cash flow and adjusted free cash flow (in thousands):


         Trailing Twelve     Trailing Twelve
 Three Months Ended Nine Months Ended Months Ended Three Months Ended Months Ended
 September 30, September 30, September 30, March 31, March 31,
 2018 2017 2018 2017 2018 2017 2019 2018 2019 2018
Cash flow from operating activities $54,252
 $46,033
 $174,219
 $148,846
 $245,730
 $205,226
 $71,697
 $91,316
 $223,810
 $247,808
Cash flow from investing activities:                    
Loan receivables, net of cash repayments (43,968) (28,702) (13,055) 5,261
 22,419
 20,675
 42,216
 56,220
 (3,879) 29,766
Purchases of property and equipment (17,566) (9,194) (40,754) (26,595) (51,294) (37,032)
Purchases of furniture, fixtures, equipment and improvements (9,658) (5,388) (39,947) (25,277)
Free cash flow (7,282) 8,137
 120,410
 127,512
 216,855
 188,869
 104,255
 142,148
 179,984
 252,297
Merger and other acquisition expenses paid, net of tax benefit 2,502
 898
 5,601
 4,443
 7,817
 5,667
 104
 1,568
 5,608
 6,425
Discretionary purchases of store real estate 6,266
 2,211
 14,986
 6,857
 19,293
 9,489
Adjusted free cash flow $1,486
 $11,246
 $140,997
 $138,812
 $243,965
 $204,025
 $104,359
 $143,716
 $185,592
 $258,722


Constant Currency Results


The Company’s reporting currency is the U.S. dollar. However, certain performance metrics discussed in this report are presented on a “constant currency” basis, which is considered a non-GAAP financial measure. The Company’s management uses constant currency results to evaluate operating results of business operations in Latin America, which are primarily transacted in local currencies.


The Company believes constant currency results provide investors with valuable supplemental information regarding the underlying performance of its business operations in Latin America, consistent with how the Company’s management evaluates such performance and operating results. Constant currency results reported herein are calculated by translating certain balance sheet and income statement items denominated in local currencies using the exchange rate from the prior-year comparable period, as opposed to the current comparable period, in order to exclude the effects of foreign currency rate fluctuations for purposes of evaluating period-over-period comparisons. Business operations in Mexico, Guatemala and Colombia are transacted in Mexican pesos, Guatemalan quetzales and Colombian pesos, respectively. The Company also has operations in El Salvador where the reporting and functional currency is the U.S. dollar. See the Latin America operations segment tables in “—Results“Results of Continuing Operations” above for additional reconciliation of certain constant currency amounts to as reported GAAP amounts.


REGULATORY DEVELOPMENTS   

The Company is subject to significant regulation of its pawn, consumer loan 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 2017 annual report on Form 10-K filed with the SEC on February 20, 2018. There have been no material changes in regulatory developments affecting the Company since December 31, 2017, except as explained below.

Beginning on January 1, 2018, the Company ceased offering fee-based check cashing services in its non-franchise stores and no longer considers itself a money services business as defined under U.S. federal law. As a result, the Company is no longer subject to anti-money laundering requirements under U.S. federal laws pertaining to money services businesses.

On July 30, 2018, the governor of Ohio signed into law the Ohio Fairness in Lending Act (the “Act”). The Act will significantly impact the consumer loan industry in Ohio as it effectively caps a consumer loan amount at $1,000, substantially limits consumer loans with maturities of less than 90 days by capping monthly payments as a percentage of the borrower’s gross income, creates a maximum loan term of one year, caps interest rates at 28% per annum and caps the total cost of a consumer loan (including fees) at 60% of the original principal. There are also other provisions such as disclosure requirements, maximum borrowing levels and collections restrictions. In addition, the Act essentially eliminates the use of credit service organizations (each a “CSO”) by prohibiting a CSO from brokering loans that meet any of the following conditions: (i) the loan amount is less than $5,000, (ii) the term of the loan is less than one year, and (iii) the APR exceeds 28%. The provisions of the Act become effective on or about April 26, 2019.

The Company currently operates 113 Cashland-branded stores in Ohio that primarily offer consumer loan and credit services products and six Cash America-branded pawn stores in Ohio that offer consumer loan and credit services as ancillary products, all of which will be negatively impacted by the Act. It is not expected that the regulatory changes will materially affect the Company’s Ohio-based consumer lending and credit services revenues in 2018, which the Company estimates to be approximately $40 million, representing less than 2.5% of consolidated revenue. The Company will continue to analyze the viability of its Cashland operations in Ohio in 2019, which is when the provisions of the law become effective. Most of the Cashland stores currently offer pawn loans and pawn retailing as ancillary products. While many of the Cashland stores will likely be closed, a significant number may continue operating as pawn stores.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Market risks relating to the Company’s operations result primarily from changes in interest rates, gold prices and foreign currency exchange rates, and are described in detail in the Company’s 20172018 annual report on Form 10-K. The impact of current-year fluctuations in gold prices and foreign currency exchange rates, in particular, are further discussed in Part I, Item 2 herein. The Company does not engage in speculative or leveraged transactions, nor does it hold or issue financial instruments for trading purposes. There have been no material changes to the Company’s exposure to market risks since December 31, 2017.2018.


  


ITEM 4. CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


The Company’s management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934) (the “Exchange Act”) as of September 30, 2018March 31, 2019 (the “Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective.


Changes in Internal Control Over Financial Reporting


There have been no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2018March 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company implemented internal controls to ensure it adequately evaluated the Company’s leases and properly assessed the impact of the new accounting standard related to leases on the Company’s financial statements to facilitate its adoption on January 1, 2019. There were no significant changes to the Company’s internal control over financial reporting due to the adoption of the new standard.


Limitations on Effectiveness of Controls and Procedures


The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or internal controls will prevent all possible error and fraud. The Company’s disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective at that reasonable assurance level.


  


PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


There have been no material changes in the status of legal proceedings previously reported in the Company’s 20172018 annual report on Form 10-K.


ITEM 1A. RISK FACTORS


Important risk factors that could materially affect the Company’s business, financial condition or results of operations in future periods are described in Part I, Item 1A, “Risk Factors” of the Company’s 20172018 annual report on Form 10-K. These factors are supplemented by those discussed under “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations” and “Regulatory Developments” in Part I, Item 2 of this quarterly report and in “Governmental Regulation” in Part I, Item 1 of the Company’s 20172018 annual report on Form 10-K.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


In April 2018,During the Company’s Boardthree months ended March 31, 2019, the Company repurchased a total of Directors authorized a common stock repurchase program to repurchase up to $100.0 million of the Company’s outstanding common stock, which became effective on April 25, 2018 and followed the completion of the Company’s $100.0 million October 2017 share repurchase plan. The Company completed the April 2018 share repurchase program in June 2018 after repurchasing 1,098,000343,000 shares of its common stock at an aggregate cost of $100.0$29.2 million and an average cost per share of $91.06. In July$85.17, and during the three months ended March 31, 2018, the Company’s Board of Directors authorized a new common stock repurchase program to repurchase up to $100.0 million of the Company’s outstanding common stock, which became effective on July 25, 2018. Under the July 2018 share repurchase program, the Company repurchased 495,0001,378,000 shares of its common stock at an aggregate cost of $40.0$105.6 million and an average cost per share of $80.80 and $60.0 million remained available for repurchases as of September 30, 2018.$76.64.


The following table provides the information with respect to purchases made by the Company of shares of its common stock during each month the programs were in effect during the three months ended September 30, 2018March 31, 2019 (dollars in thousands, except per share amounts):


  
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
July 1 through July 31, 2018 
 $
 
 $100,000
August 1 through August 31, 2018 291,000
 $81.12
 291,000
 $76,400
September 1 through September 30, 2018 204,000
 $80.35
 204,000
 $60,016
Total 495,000
 $80.80
 495,000
  
  
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
January 1 through January 31, 2019 38,000
 $71.84
 38,000
 $140,017
February 1 through February 28, 2019 70,000
 88.03
 70,000
 $133,855
March 1 through March 31, 2019 235,000
 86.48
 235,000
 $113,570
Total 343,000
 $85.17
 343,000
  


On October 24, 2018,The following table provides purchases made by the BoardCompany of Directors authorized an additional $100.0 millionshares of its common stock under each share repurchase program that will become effective uponin effect during the completion of the current plan, leaving a total of $160.0 million available for future repurchases.three months ended March 31, 2019 (dollars in thousands):


Plan Authorization Date Plan Completion Date Dollar Amount Authorized Shares Purchased in 2019 Dollar Amount Purchased in 2019 Remaining Dollar Amount Authorized For Future Purchases
July 25, 2018 Currently active $100,000
 343,000
 $29,190
 $13,570
October 24, 2018 Currently active 100,000
 
 
 100,000
Total     343,000
 $29,190
 $113,570

ITEM 3. DEFAULTS UPON SENIOR SECURITIES


Not Applicable.



ITEM 4. MINE SAFETY DISCLOSURES


Not Applicable.



ITEM 5. OTHER INFORMATION


None.


ITEM 6. EXHIBITS
    Incorporated by Reference  
Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
3.1  DEF 14A 0-19133 B 04/29/2004  
3.2  8-K 001-10960 3.1 09/02/2016  
3.3  8-K 001-10960 3.2 09/02/2016  
31.1          X
31.2          X
32.1          X
32.2          X
101 (1)
 The following financial information from the Company's Quarterly Report on Form 10-Q for the third quarter of fiscal 2018, filed with the SEC on October 31, 2018, is formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets at September 30, 2018, September 30, 2017 and December 31, 2017, (ii) Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2018 and September 30, 2017, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2018 and September 30, 2017, (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2018 and September 30, 2017, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and September 30, 2017 and (vi) Notes to Condensed Consolidated Financial Statements.         X
    Incorporated by Reference  
Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
3.1  DEF 14A 0-19133 B 04/29/2004  
3.2  8-K 001-10960 3.1 09/02/2016  
3.3  8-K 001-10960 3.1 04/24/2019  
31.1          X
31.2          X
32.1          X
32.2          X
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document         X
101.SCH XBRL Taxonomy Extension Schema Document         X
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document         X
101.DEF XBRL Taxonomy Extension Definition Linkbase Document         X
101.LAB XBRL Taxonomy Extension Label Linkbase Document         X
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document         X



(1)
The XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
  


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


  
Dated: October 31, 2018May 3, 2019FIRSTCASH, INC.
 (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)


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