UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ~~10-Q~~10‑Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

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

For the transition period from to to

~~(Mark One)~~

x~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For the quarterly period ended June 30, 2016~~

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

~~For the transition period from to to~~

Commission File Number: ~~001-35537~~001‑35537

COMMUNITY CHOICE FINANCIAL INC.

(Exact name of registrant as specified in its charter)

Ohio		~~45-1536453~~
(State or other jurisdiction of		~~(IRS Employer~~
incorporation or organization)	45‑1536453	(IRS Employer Identification No.)

6785 Bobcat Way, Suite 200, Dublin, Ohio		~~43016~~
(Address of principal executive offices)	43016	(Zip Code)

(614) ~~798-5900~~798‑5900

(Registrant’s telephone number, including area code)

(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. Yes x☒ No o☐

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

☐

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


Large accelerated filer o◻		Accelerated filer o◻

Non-accelerated filer x☒	Smaller reporting company ◻
(Do not check if a smaller reporting company)		~~Smaller reporting~~Emerging growth company o◻

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. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule ~~12-b-2~~12‑b‑2 of the Act.) Yes o☐ No x

☒

There is no market for the registrant’s equity. As of ~~June 30, 2016,~~March 31, 2017, there were 7,981,536 shares outstanding.

Table of Contents

Community Choice Financial Inc. and Subsidiaries

Form 10-Q for the Quarterly Period Ended ~~June 30, 2016~~March 31, 2017

Table of Contents

		~~Page~~
		Page
	Financial Information

Item 1.	Financial Statements

	Consolidated Balance Sheets as of ~~June 30, 2016~~March 31, 2017 (unaudited) and December 31, ~~2015~~2016	3

	Consolidated Statements of Operations for the three months ended March 31, 2017 (unaudited) and ~~six months ended June 30,~~March 31, 2016 (unaudited) ~~and June 30, 2015 (unaudited)~~	4

	Consolidated Statements of Stockholders’ Equity for the ~~six~~three months ended ~~June 30, 2016~~March 31, 2017 (unaudited)	5

	Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2017 (unaudited) and March 31, 2016 (unaudited) ~~and June 30, 2015 (unaudited)~~	6

	Notes to unaudited Consolidated Financial Statements	7 ~~- 27~~-25

Item 2.	Management’s Discussion and Analysis of Financial Condition and Result of Operations	~~28 – 46~~26-39

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4639

Item 4.	Controls and Procedures	46 39

Part II	Other Information

Item 1.	Legal Proceedings	47 40

Item 1A.	Risk Factors	47 40

Item 6.	Exhibits	47 41

	Signatures	48 42

Table of Contents

Community Choice Financial Inc. and Subsidiaries

Consolidated Balance Sheets

~~June 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016

(In thousands, except per share data)


	June 30,			December 31,			March 31,		December 31,
	2016			2015			2017		2016
	(unaudited)						(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	89,748		$	98,941		$	121,784	$	106,333
Restricted cash	3,300			3,460				3,515		3,015
Finance receivables, net of allowance for loan losses of $15,200 and $20,552	101,258			119,704
Finance receivables, net of allowance for loan losses of $10,889 and $13,373								72,719		87,960
Short-term investments, certificates of deposit	400			1,115				—		500
Card related pre-funding and receivables	1,702			1,674				1,729		1,545
Other current assets	17,551			17,024				13,091		19,404
Total current assets	213,959			241,918				212,838		218,757
Noncurrent Assets
Finance receivables, net of allowance for loan losses of $3,102 and $3,340	7,967			8,797
Finance receivables, net of allowance for loan losses of $2,120 and $2,846								4,315		5,859
Property, leasehold improvements and equipment, net	40,154			46,085				32,667		36,431
Goodwill	146,877			152,568				113,256		113,290
Other intangible assets	1,336			1,913				1,288		1,412
Security deposits	2,741			3,098				2,337		2,614
Deferred tax asset, net	1,424			5,165
Total assets	$	414,458		$	459,544		$	366,701	$	378,363
Liabilities and Stockholders’ Equity
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued liabilities	$	29,096		$	34,616		$	28,273	$	37,002
Money orders payable	7,106			11,233				7,831		8,209
Accrued interest	4,805			6,707				11,520		4,727
Current portion of capital lease obligation	1,387			1,567				972		1,155
Current portion of line of credit, net of deferred issuance costs of $341 and $-0-	31,359			—
Current portion of related party Florida seller notes	—			10,097
Current portion of subsidiary notes payable, net of deferred issuance costs of $101 and $3	8,110			211
Current portion of line of credit, net of deferred issuance costs of $522 and $14								30,078		2,236
Current portion of subsidiary notes payable, net of deferred issuance costs of $425 and $7								46,990		7,407
Deferred revenue	2,759			3,154				3,462		2,753
Total current liabilities	84,622			67,585				129,126		63,489
Noncurrent Liabilities
Lease termination payable	1,400			1,322				2,114		1,066
Capital lease obligation	783			1,485				227		292
Stock repurchase obligation	—			3,130
Lines of credit, net of deferred issuance costs of $26 and $575	2,224			26,625
Subsidiary notes payable, net of deferred issuance costs of $951 and $434	40,565			35,506
Senior secured notes, net of deferred issuance costs of $3,522 and $5,803	250,905			347,913
Line of credit, net of deferred issuance costs of $-0- and $760								—		29,840
Subsidiary notes payable, net of deferred issuance costs of $22 and $617								1,906		41,341
Senior secured notes, net of deferred issuance costs of $2,562 and $2,861								247,228		246,929
Deferred revenue	9,900			—				8,871		10,055
Deferred tax liability, net								9,886		9,675
Total liabilities	390,399			483,566				399,358		402,687
Commitments and Contingencies
Stockholders’ Equity
Stockholders' Equity
Preferred stock, par value $.01 per share, 3,000 shares authorized, no shares issued and outstanding	—			—				—		—
Common stock, par value $.01 per share, 300,000 authorized shares and 7,982 outstanding shares at June 30, 2016 and 8,982 outstanding shares at December 31, 2015	90			90
Common stock, par value $.01 per share, 300,000 authorized shares and 7,982 outstanding shares at March 31, 2017 and December 31, 2016								90		90
Additional paid-in capital	129,601			128,331				129,656		129,624
Retained deficit	(105,582		)	(152,443		)		(162,353)		(153,988)
Treasury stock	(50		)	—				(50)		(50)
Total stockholders’ equity (deficit)	24,059			(24,022		)
Total liabilities and stockholders’ equity	$	414,458		$	459,544
Total stockholders' deficit								(32,657)		(24,324)
Total liabilities and stockholders' equity							$	366,701	$	378,363

See Notes to Unaudited Consolidated Financial Statements.

Table of Contents

Community Choice Financial Inc. and Subsidiaries

Consolidated Statements of Operations

Three Months Ended March 31, 2017 and ~~Six Months Ended June 30,~~ 2016 ~~and 2015~~

(In thousands)

(Unaudited)


	Three Months Ended						Six Months Ended						Three Months Ended
	June 30,						June 30,						March 31,
	2016			2015			2016			2015			2017		2016
Revenues:
Finance receivable fees	$	57,952		$	80,410		$	121,836		$	163,029		$	49,051	$	63,884
Credit service fees	21,170			25,547			43,273			52,934				18,139		22,103
Check cashing fees	11,975			16,261			25,330			33,438				12,126		13,355
Card fees	2,040			2,191			4,188			4,483				2,007		2,148
Other	5,192			5,855			11,259			12,814				4,029		6,067
Total revenues	98,329			130,264			205,886			266,698				85,352		107,557
Operating expenses:
Salaries and benefits	17,069			20,575			35,348			41,136
Salaries														17,273		18,279
Provision for loan losses	30,272			51,916			56,747			91,826				19,540		26,475
Occupancy	6,578			7,719			13,238			15,296				6,629		6,660
Advertising and marketing	2,539			7,501			5,217			12,303				814		2,678
Lease termination	1,101			826			1,101			826				47		—
Depreciation and amortization	2,540			2,491			5,274			4,884				2,538		2,734
Other	15,324			14,793			27,936			28,837				11,915		12,612
Total operating expenses	75,423			105,821			144,861			195,108				58,756		69,438
Operating gross profit	22,906			24,443			61,025			71,590				26,596		38,119
Corporate and other expenses
Corporate expenses	22,801			21,702			44,386			42,521				20,186		21,585
Lease termination														1,762		—
Depreciation and amortization	1,222			1,395			2,431			2,810				1,309		1,209
Interest expense, net	10,847			15,151			22,310			29,359				11,371		11,463
Loss on sale of subsidiary	—			—			1,569			—				—		1,569
Gain on debt extinguishment	—			—			(62,852		)	—				—		(62,852)
Market value of stock repurchase obligation	—			1,020			—			1,010
Total corporate and other expenses	34,870			39,268			7,844			75,700				34,628		(27,026)
Income (loss) from operations, before tax	(11,964		)	(14,825		)	53,181			(4,110		)
Provision (benefit) for income taxes	(3,024		)	(5,911		)	6,320			(1,639		)
Income (loss) from continuing operations, before tax														(8,032)		65,145
Provision for income taxes														333		9,344
Net income (loss)	$	(8,940	)	$	(8,914	)	$	46,861		$	(2,471	)	$	(8,365)	$	55,801

See Notes to Unaudited Consolidated Financial Statements.

Table of Contents

Community Choice Financial Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

~~Six~~Three Months Ended ~~June 30, 2016~~March 31, 2017

(Dollars in thousands)

(Unaudited)

Additional

Common Stock

Treasury

Paid-In

Retained

Shares

Amount

Stock

Capital

Deficit

Total

Balance, December 31, 2015

8,981,536

$
90

$
—

$
128,331

$
(152,443
)
$
(24,022
)
Reacquired stock

(1,000,000
)

(50
)

(50
)
Stock-based compensation expense

—

—

—

1,270

—

1,270

Net income

—

—

—

—

46,861

46,861

Balance, June 30, 2016

7,981,536

$
90

$
(50
)
$
129,601

$
(105,582
)
$
24,059


						Additional
	Common Stock			Treasury		Paid-In		Retained
	Shares	Amount		Stock		Capital		Deficit		Total
Balance, December 31, 2016	7,981,536	$	90	$	(50)	$	129,624	$	(153,988)	$	(24,324)
Stock-based compensation expense	—		—		—		32		—		32
Net loss	—		—		—		—		(8,365)		(8,365)
Balance, March 31, 2017	7,981,536	$	90	$	(50)	$	129,656	$	(162,353)	$	(32,657)

See Notes to Unaudited Consolidated Financial Statements.

Table of Contents

Community Choice Financial Inc. and Subsidiaries

Consolidated Statements of Cash Flows

~~Six months~~Three Months Ended ~~June 30,~~March 31, 2017 and 2016 ~~and 2015~~

(In thousands)

(Unaudited)

Six Months Ended

June 30,

2016

2015

Cash flows from operating activities

Net income (loss)

$
46,861

$
(2,471
)
Adjustments to reconcile net income to net cash provided by operating activities:

Provision for loan losses

56,747

91,826

Loss on disposal of assets

1,283

354

Gain on debt extinguishment

(62,852
)
—

Loss on sale of subsidiary

1,569

—

Depreciation

7,288

6,582

Amortization of note discount and deferred debt issuance costs

1,280

1,471

Amortization of intangibles

417

1,111

Deferred (benefit from) income taxes

3,741

(748
)
Change in fair value of stock repurchase obligation

—

1,010

Stock-based compensation

1,270

372

Changes in assets and liabilities:

Short term investments

715

—

Card related pre-funding and receivables

(28
)
59

Restricted cash

160

(896
)
Other assets

(2,581
)
1,408

Deferred revenue

9,505

(1,419
)
Accrued interest

(1,779
)
10

Money orders payable

(4,127
)
3,384

Lease termination payable

78

—

Accounts payable and accrued expenses

(5,273
)
(4,776
)
Net cash provided by operating activities

54,274

97,277

Cash flows from investing activities

Net receivables originated

(42,058
)
(81,480
)
Net acquired assets, net of cash

(296
)
(810
)
Purchase of leasehold improvements and equipment

(4,904
)
(11,624
)
Net cash used in investing activities

(47,258
)
(93,914
)
Cash flows from financing activities

Repurchase of senior secured notes

(36,437
)
—

Proceeds from subsidiary note

13,765

2,400

Payments on subsidiary note

(192
)
(200
)
Payments on related party Florida seller notes

—

(1,500
)
Payments on capital lease obligations

(717
)
(998
)
Proceeds on lines of credit

6,750

31,700

Debt issuance costs

622

(1,084
)
Net cash provided by (used in) financing activities

(16,209
)
30,318

Net increase (decrease) in cash and cash equivalents

(9,193
)
33,681

Cash and cash equivalents:

Beginning

98,941

77,734

Ending

$
89,748

$
111,415


	Three Months Ended
	March 31,
	2017		2016
Cash flows from operating activities
Net income (loss)	$	(8,365)	$	55,801
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Provision for loan losses		19,540		26,475
Loss on disposal of assets		1,042		50
Gain on debt extinguishment		—		(62,852)
Loss on sale of subsidiary		—		1,569
Depreciation		3,723		3,672
Amortization of note discount and deferred debt issuance costs		728		616
Amortization of intangibles		124		271
Deferred income taxes		211		6,013
Stock-based compensation		32		113
Changes in assets and liabilities:
Short-term investments		500		715
Card related pre-funding and receivables		(184)		(393)
Restricted cash		(500)		—
Other assets		6,590		(1,353)
Deferred revenue		(475)		10,254
Accrued interest		6,793		5,129
Money orders payable		(378)		(2,895)
Lease termination payable		1,048		(299)
Accounts payable and accrued expenses		(8,729)		(7,219)
Net cash provided by operating activities		21,700		35,667
Cash flows from investing activities
Net receivables originated		(2,721)		(6,349)
Purchase of leasehold improvements and equipment		(1,001)		(1,739)
Net cash used in investing activities		(3,722)		(8,088)
Cash flows from financing activities
Repurchase of senior secured notes		—		(36,437)
Proceeds from subsidiary note		—		7,400
Payments on subsidiary note		(29)		(14)
Payments on capital lease obligations		(248)		(275)
Net proceeds (payments) on lines of credit		(2,250)		10,000
Debt issuance costs		—		1,465
Net cash used in financing activities		(2,527)		(17,861)
Net increase in cash and cash equivalents		15,451		9,718
Cash and cash equivalents:
Beginning		106,333		98,941
Ending	$	121,784	$	108,659

See Notes to Unaudited Consolidated Financial Statements.

Table of Contents

Community Choice Financial Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

(Dollars in thousands, except per share data)

Note 1. Ownership, Nature of Business, and Significant Accounting Policies

Nature of business: Community Choice Financial Inc. (together with its consolidated subsidiaries, “CCFI” or “the Company”) was formed on April 6, 2011, under the laws of the State of Ohio. As of ~~June 30, 2016,~~March 31, 2017, the Company owned and operated ~~466~~512 retail locations in 1512 states and iswas licensed to deliver similar financial services over the internet in 3132 states. Through its network of retail locations and over the internet, the Company provides customers a variety of financial products and services, including secured and unsecured, short and ~~medium-term~~medium‑term consumer loans, check cashing, prepaid debit cards, and other services that address the specific needs of its individual customers.

A summary of the Company’s significant accounting policies follows:

Basis of presentation: The accompanying interim unaudited consolidated financial statements of the Company have been prepared in accordance with the instructions to Form ~~10-Q~~10‑Q and accounting principles generally accepted in the United States (“GAAP”) for interim financial information. They do not include all information and footnotes required by GAAP for complete financial statements. Although management believes that the disclosures are adequate to prevent the information from being misleading, the interim unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, ~~2015,~~2016, included in the Company’s Annual Report on Form ~~10-K~~10‑K filed with the Securities & Exchange Commission on March ~~30, 2016. In the opinion of the Company’s management, all~~29, 2017. All adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial condition, have been included. The results for any interim period are not necessarily indicative of results to be expected for the year ending December 31, ~~2016.~~2017.

Basis of consolidation: The accompanying consolidated financial statements include the accounts of CCFI. All significant intercompany accounts and transactions have been eliminated in consolidation.

~~Reclassifications:~~ Certain amounts reported in the consolidated financial statements for the three months and six months ended June 30, 2015, have been reclassified to conform to classifications presented in the consolidated financial statements for the three months and six months ended June 30, 2016, without affecting the previously reported net income or stockholders’ equity.

Business segments: FASB Accounting Standards Codification (“ASC”) Topic 280 Segment Reporting requires that a public enterprise report a measure of segment profit or loss, certain specific revenue and expense items, segment assets, information about the way operating segments were determined and other items. The Company reports operating segments in accordance with FASB ASC Topic 280. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in determining how to allocate resources and assess performance. The Company operates in two segments: Retail financial services and Internet financial services.

Revenue recognition: Transactions include loans, credit service fees, check cashing, bill payment, money transfer, money order sales, and other miscellaneous products and services. The full amount of the check cashing fee is recognized as revenue at the time of the transaction. Fees and direct costs incurred for the origination of loans are deferred and amortized over the loan period using the interest method. The Company acts in an agency capacity regarding bill payment services, money transfers, card products, and money orders offered and sold at its ~~branches.~~retail locations. The Company records the net amount retained as revenue because the supplier is the primary obligor in the arrangement, the amount earned by the Company is fixed, and the supplier is determined to have the ultimate credit risk. Revenue on loans determined to be troubled debt restructurings are recognized at the impaired loans’ original interest rates until the impaired loans are charged off or paid by the customer. Credit service organization (“CSO”) fees are recognized over the arranged credit service period.

Table of Contents

Finance receivables: Finance receivables consist of short term and ~~medium-term~~medium‑term consumer loans.

Short-term consumer loans can be unsecured or secured with a maturity up to ninety days. Unsecured short-term loan products typically range in principal from $100 to $1,000, with a maturity between fourteen and thirty days, and include a written agreement to defer the presentment of the customer’s personal check or preauthorized debit for the aggregate amount of the advance plus fees. This form of lending is based on applicable laws and regulations, which vary by state. State statutes vary from charging fees of 15% to 20%, to charging interest at 25% per annum plus origination fees. The customers repay the cash advance by making cash payments or allowing a check or preauthorized debit to be presented. Secured consumer loans with a maturity of ninety days or less are included in this category and represented ~~17.8%~~17.4% and ~~17.7%~~18.2% of short-term consumer loans at ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, respectively.

Medium-term consumer loans can be unsecured or secured with a maturity greater than ninety days and up to thirty-six months. Unsecured medium-term products typically range from $100 to $5,000, and are evidenced by a promissory note with a maturity between three and thirty-six months. These consumer loans vary in structure depending upon the applicable laws and regulations where they are offered. The medium-term consumer loans are payable in installments or provide for a line of credit with periodic payments. Secured consumer loans with a maturity greater than ninety days are included in this category and represented ~~13.2%~~10.1% and ~~13.7%~~10.2% of medium-term consumer loans at ~~June 30, 2016,~~March 31, 2017, and December 31, ~~2015,~~2016, respectively.

Allowance for loan losses: Provisions for loan losses are charged to income in amounts sufficient to maintain an adequate allowance for loan losses and an adequate accrual for losses related to guaranteed loans processed for third-party ~~lenders.~~lenders under the CSO programs. The factors used in assessing the overall adequacy of the allowance for loan losses, the accrual for losses related to guaranteed loans made by third-party lenders and the resulting provision for loan losses include an evaluation by product by market based on historical loan loss experience and delinquency of certain medium-term consumer loans. The Company evaluates various qualitative factors that may or may not affect the computed initial estimate of the allowance for loan losses, by using internal valuation inputs including historical loan loss experience, delinquency, overall portfolio quality, and current economic conditions.

For short term unsecured consumer loans, the Company’s policy is to charge off loans when they become past due. The Company’s policy dictates that, where a customer has provided a check or ACH authorization for presentment upon the maturity of a loan, if the customer has not paid off the loan by the due date, the Company will deposit the customer’s check or draft the customer’s bank account for the amount due. If the check or draft is returned as unpaid, all accrued fees and outstanding principal are charged-off as uncollectible. For short term secured loans, the Company’s policy requires that balances be charged off when accounts are either thirty or sixty days past ~~due.~~due depending on the product.

For medium term secured and unsecured consumer loans which have a term of one year or less, the Company’s policy requires that balances be charged off when accounts are sixty days past due. For medium term secured and unsecured consumer loans which have an initial maturity of greater than one year, the Company’s policy requires that balances be charged off when accounts are ninety-one days past due.

In certain markets, the Company reduced interest rates and favorably changed payment terms for medium-term consumer loans to assist borrowers in avoiding default and to mitigate risk of loss. These reduced interest rates and changed payment terms were limited to loans that the Company believed the customer had the ability to pay in the foreseeable future. These loans were accounted for as troubled debt restructurings and represent the only loans considered impaired due to the nature of the Company’s charge-off policy.

Recoveries of amounts previously charged off are recorded to the allowance for loan losses or the accrual for ~~third-party~~third‑party losses in the period in which they are received.

~~Change~~Lease termination payable: The Company records a liability in ~~accounting principle:~~ ~~As of January 1, 2016,~~ the ~~Company adopted new guidance related to~~consolidated balance sheets for the ~~presentation of deferred debt issuance costs~~remaining lease obligations with the corresponding lease termination expense for closed retail locations disclosed in ~~its balance sheet. Under~~ the ~~new guidance, deferred debt issuance costs are reported as a direct deduction from~~operating expenses section, and closed corporate locations disclosed in the ~~carrying amount~~corporate and other expenses section, of the related debt. Previously, deferred debt issuance costs were presented as a noncurrent asset. The new presentation requirements have been applied retrospectively and amounts reported in the December 2015 consolidated ~~balance sheet have been adjusted to apply the new guidance. The change in accounting principle resulted in a reduction~~statements of noncurrent assets of $6,828, an increase in current assets of $13, a reduction of current liabilities of $3, and a reduction of noncurrent liabilities of $6,812 in the December 31, 2015 balance sheet.operations, respectively.

Table of Contents

Fair value of financial instruments: Financial assets and liabilities measured at fair value are grouped in three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are:

Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2—Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are less attractive.

Level 3—Unobservable inputs for assets and liabilities reflecting the reporting entity’s own assumptions.

· ~~Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.~~

· Level 2—Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are less attractive.

· ~~Level 3—Unobservable inputs for assets and liabilities reflecting the reporting entity’s own assumptions.~~

The Company follows the provisions of ASC ~~820-10,~~820‑10, Fair Value Measurements and Disclosures, which applies to all assets and liabilities that are being measured and reported on a fair value basis. ASC ~~820-10~~820‑10 requires a disclosure that establishes a framework for measuring fair value within GAAP and expands the disclosure about fair value measurements. This standard enables a reader of consolidated financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the

information used to determine fair values. The standard requires that assets and liabilities carried at fair value be classified and disclosed in one of the three categories.

In determining the appropriate levels, the Company performed a detailed analysis of the assets and liabilities that are subject to ASC 820-10. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3. The Company’s financial instruments consist primarily of cash and cash equivalents, finance receivables, short-term investments, and lines of credit. For all such instruments, other than senior secured notes and notes payable ~~and stock repurchase obligation~~ at ~~June 30, 2016,~~March 31, 2017, and December 31, ~~2015,~~2016, the carrying amounts in the consolidated financial statements approximate their fair values. Finance receivables are short term in nature and are originated at prevailing market rates and lines of credit bear interest at current market rates. The fair value of finance receivables at ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 approximates carrying value and is measured using internal valuation inputs including historical loan loss experience, delinquency, overall portfolio quality, and current economic conditions.

The fair value of the Company’s 10.75% senior secured notes due 2019 (the “2019 notes”) and the 12.75% senior secured notes due 2020 (the “2020 notes”) were determined based on market yield on trades of the 2019 notes at the end of the recent reporting period.


	March 31, 2017
	Carrying
	Amount		Fair Value		Level
Financial assets:
Cash and cash equivalents	$	121,784	$	121,784	1
Restricted cash		3,515		3,515	1
Finance receivables		77,034		77,034	3
Financial liabilities:
10.75% Senior secured notes		237,290		202,883	1
12.75% Senior secured notes		12,500		10,614	2
Subsidiary Note payable		49,343		49,343	2
Line of Credit		30,600		30,600	2

The fair value of related party Florida seller notes payable was determined based on applicable market yields of similar debt and the fair value of the stock repurchase obligation was determined based on a probability-adjusted Black Scholes option valuation model.

June 30, 2016

Carrying

Amount

Fair Value

Level

Financial assets:

Cash and cash equivalents

$
89,748

$
89,748

1

Restricted cash

3,300

3,300

1

Finance receivables

109,225

109,225

3

Short-term investments, certificates of deposit

400

400

2

Financial liabilities:

10.75% Senior secured notes

241,927

98,585

1

12.75% Senior secured notes

12,500

6,041

2

Subsidiary Note payable

49,727

49,727

2

Lines of Credit

33,950

33,950

2

December 31, 2015

Carrying

Amount

Fair Value

Level

Financial assets:

Cash and cash equivalents

$
98,941

$
98,941

1

Restricted cash

3,460

3,460

1

Finance receivables

128,501

128,501

3

Short-term investments, certificates of deposit

1,115

1,115

2

Financial liabilities:

10.75% Senior secured notes

328,716

77,248

1

12.75% Senior secured notes

25,000

9,063

2

Related party Florida seller notes

10,097

10,097

2

Subsidiary Note payable

36,154

36,154

2

Lines of Credit

27,200

27,200

2

Stock repurchase obligation

3,130

3,130

2

Table of Contents


	December 31, 2016
	Carrying
	Amount		Fair Value		Level
Financial assets:
Cash and cash equivalents	$	106,333	$	106,333	1
Restricted cash		3,015		3,015	1
Finance receivables		93,819		93,819	3
Short-term investments, certificates of deposit		500		500	2
Financial liabilities:
10.75% Senior secured notes		237,290		195,503	1
12.75% Senior secured notes		12,500		10,221	2
Subsidiary Note payable		49,372		49,372	2
Line of Credit		32,850		32,850	2

Treasury Stock: Treasury stock is reported at cost and consists of one million common shares at ~~June 30, 2016. There were no shares held in treasury at~~March 31, 2017 and December 31, ~~2015.~~2016.

Subsequent events: The Company has evaluated its subsequent events (events occurring after ~~June 30, 2016)~~March 31, 2017) through the issuance date of ~~August 12, 2016.~~May 15, 2017.

Note 2. Finance Receivables, Credit Quality Information and Allowance for Loan Losses

Finance receivables representing amounts due from customers for advances at ~~June 30, 2016,~~March 31, 2017, and December 31, ~~2015,~~2016, consisted of the following:


	June 30,			December 31,			March 31,		December 31,
	2016			2015			2017		2016
Short-term consumer loans	$	64,479		$	76,631		$	51,325	$	61,589
Medium-term consumer loans	65,210			78,665				41,185		51,431
Gross receivables	129,689			155,296			$	92,510	$	113,020
Unearned advance fees, net of deferred loan origination costs	(2,162		)	(2,903		)		(2,467)		(2,982)
Finance receivables before allowance for loan losses	127,527			152,393				90,043		110,038
Allowance for loan losses	(18,302		)	(23,892		)		(13,009)		(16,219)
Finance receivables, net	$	109,225		$	128,501		$	77,034	$	93,819

Finance receivables, net
Current portion	$	101,258		$	119,704		$	72,719	$	87,960
Non-current portion	7,967			8,797				4,315		5,859
Total finance receivables, net	$	109,225		$	128,501		$	77,034	$	93,819

Changes in the allowance for loan losses by product type for the three months ended ~~June 30, 2016,~~March 31, 2017, are as follows:


														Allowance as														Allowance as
	Balance									Balance		Receivables		a percentage		Balance								Balance		Receivables		a percentage
	4/1/2016		Provision		Charge-Offs			Recoveries		6/30/2016		6/30/2016		of receivable		1/1/2017		Provision		Charge-Offs		Recoveries		3/31/2017		3/31/2017		of receivable
Short-term consumer loans	$	2,838	$	10,968	$	(26,600	)	$	15,555	$	2,761	$	64,479	4.28	%	$	2,223	$	6,433	$	(19,134)	$	12,324	$	1,846	$	51,325	3.60	%
Medium-term consumer loans	16,444		10,357		(14,389		)	3,129		15,541		65,210		23.83	%		13,996		7,221		(11,979)		1,925		11,163		41,185	27.10	%
	$	19,282	$	21,325	$	(40,989	)	$	18,684	$	18,302	$	129,689	14.11	%	$	16,219	$	13,654	$	(31,113)	$	14,249	$	13,009	$	92,510	14.06	%

The provision for loan losses for the three months ended ~~June 30, 2016,~~March 31, 2017, also includes losses from returned items from check cashing of ~~$1,412.~~$1,399.

The provision for short-term consumer loans of ~~$10,968~~$6,433 is net of debt sales of ~~$527~~$89 for the three months ended ~~June 30, 2016.~~March 31, 2017.

Table of Contents

The provision for medium-term consumer loans of ~~$10,357~~$7,221 is net of debt sales of ~~$1,850~~$375 for the three months ended ~~June 30, 2016.~~March 31, 2017.

The Company evaluates all short-term and medium-term consumer loans collectively for impairment, except for medium-term loans that have been modified and classified as troubled debt restructurings, which are individually evaluated for impairment. In certain markets, the Company reduced interest rates and favorably changed payment terms for medium-term consumer loans to assist borrowers in avoiding default and to mitigate risk of loss. The provision and subsequent charge off related to these loans totaled ~~$33~~$13 and is included in the provision for medium-term consumer loans for the three months ended ~~June 30, 2016.~~March 31, 2017. For these loans evaluated for impairment, there were ~~$391 of~~no payment defaults during the three months ended ~~June 30, 2016.~~March 31, 2017. The troubled debt restructurings during the three months ended ~~June 30, 2016~~March 31, 2017 are subject to an allowance of ~~$18~~$5 with a net carrying value of ~~$47~~$15 at ~~June 30, 2016.~~

~~Changes in the allowance for loan losses by product type for the six months ended June 30, 2016, are as follows:~~

Allowance as

Balance

Balance

Receivables

a percentage

1/1/2016

Provision

Charge-Offs

Recoveries

6/30/2016

6/30/2016

of receivable

Short-term consumer loans

$
3,676

$
18,699

$
(53,518
)
$
33,904

$
2,761

$
64,479

4.28
%
Medium-term consumer loans

20,216

22,335

(32,369
)
5,359

15,541

65,210

23.83
%

$
23,892

$
41,034

$
(85,887
)
$
39,263

$
18,302

$
129,689

14.11
%

~~The provision for loan losses for the six months ended June 30, 2016, also includes losses from returned items from check cashing of $2,977.~~

~~The provision for short-term consumer loans of $18,699 is net of debt sales of $944 for the six months ended June 30, 2016.~~

~~The provision for medium-term consumer loans of $22,335 is net of debt sales of $1,850 for the six months ended June 30, 2016.~~

The Company evaluates all short-term and medium-term consumer loans collectively for impairment, except for medium-term loans that have been modified and classified as troubled debt restructurings, which are individually evaluated for impairment. In certain markets, the Company reduced interest rates and favorably changed payment terms for medium-term consumer loans to assist borrowers in avoiding default and to mitigate risk of loss. The provision and subsequent charge off related to these loans totaled $389 and is included in the provision for medium-term consumer loans for the six months ended June 30, 2016. For these loans evaluated for impairment, there were $768 of payment defaults during the six months ended June 30, 2016. The troubled debt restructurings during the six months ended June 30, 2016 are subject to an allowance of $114 with a net carrying value of $335 at June 30, 2016.March 31, 2017.

Changes in the allowance for loan losses by product type for the three months ended ~~June 30, 2015~~March 31, 2016, are as follows:


														Allowance as														Allowance as
	Balance									Balance		Receivables		a percentage		Balance								Balance		Receivables		a percentage
	4/1/2015		Provision		Charge-Offs			Recoveries		6/30/2015		6/30/2015		of receivable		1/1/2016		Provision		Charge-Offs		Recoveries		3/31/2016		3/31/2016		of receivable
Short-term consumer loans	$	4,024	$	18,635	$	(37,156	)	$	18,959	$	4,462	$	86,431	5.16	%	$	3,676	$	7,731	$	(26,918)	$	18,349	$	2,838	$	57,910	4.90	%
Medium-term consumer loans	21,734		21,644		(20,394		)	1,837		24,821		94,989		26.13	%		20,216		11,978		(17,980)		2,230		16,444		65,138	25.24	%
	$	25,758	$	40,279	$	(57,550	)	$	20,796	$	29,283	$	181,420	16.14	%	$	23,892	$	19,709	$	(44,898)	$	20,579	$	19,282	$	123,048	15.67	%

The provision for loan losses for the three months ended ~~June 30, 2015,~~March 31, 2016, also includes losses from returned items from check cashing of ~~$2,283.~~$1,565.

The ~~Company evaluates all~~provision for short-term ~~and medium-term~~ consumer loans ~~collectively~~of $7,731 is net of debt sales of $417 for ~~impairment, except for medium-term loans that have been modified and classified as troubled debt restructurings, which are individually evaluated for impairment. In certain markets,~~ the ~~Company reduced interest rates and favorably changed payment terms for medium-term consumer loans to assist borrowers in avoiding default and to mitigate risk of loss.~~ three months ended March 31, 2016.

The provision and subsequent charge off related to ~~these loans~~troubled debt restructurings totaled ~~$163~~$356 and is included in the provision for medium-term consumer loans for the three months ended ~~June 30, 2015.~~March 31, 2016. For these loans evaluated for impairment, there were ~~$502~~$377 of payment defaults during the three months ended ~~June 30, 2015.~~March 31, 2016. The troubled debt restructurings during the three months ended ~~June 30, 2015~~March 31, 2016 are subject to an allowance of ~~$68~~$96 with a net carrying value of ~~$182~~$288 at ~~June 30, 2015.~~March 31, 2016.

~~Changes in the allowance for loan losses by product type for the six months ended June 30, 2015 are as follows:~~

Allowance as

Balance

Balance

Receivables

a percentage

1/1/2015

Provision

Charge-Offs

Recoveries

6/30/2015

6/30/2015

of receivable

Short-term consumer loans

$
5,141

$
30,277

$
(72,717
)
$
41,761

$
4,462

$
86,431

5.16
%
Medium-term consumer loans

25,222

39,682

(44,580
)
4,497

24,821

94,989

26.13
%

$
30,363

$
69,959

$
(117,297
)
$
46,258

$
29,283

$
181,420

16.14
%

~~The provision for loan losses for the six months ended June 30, 2015, also includes losses from returned items from check cashing of $4,539.~~

~~The provision for short-term consumer loans of $30,277 is net of debt sales of $631 for the six months ended June 30, 2015.~~

The Company evaluates all short-term and medium-term consumer loans collectively for impairment, except for medium-term loans that have been modified and classified as troubled debt restructurings, which are individually evaluated for impairment. In certain markets, the Company reduced interest rates and favorably changed payment terms for medium-term consumer loans to assist borrowers in avoiding default and to mitigate risk of loss. The provision and subsequent charge off related to these loans totaled $667 and is included in the provision for medium-term consumer loans for the six months ended June 30, 2015. For these loans evaluated for impairment, there were $1,754 of payment defaults during the six months ended June 30, 2015. The troubled debt restructurings during the six months ended June 30, 2015 are subject to an allowance of $270 with a net carrying value of $652 at June 30, 2015.

The Company has subsidiaries that facilitate third party lender loans. Changes in the accrual for third-party lender losses for the three months ended March 31, 2017, and ~~six months ended June 30,~~ 2016 ~~and 2015~~ were as follows:

Three months ended

Six months ended

June 30,

June 30,

2016

2015

2016

2015

Balance, beginning of period

$
2,216

$
3,103

$
2,610

$
4,434

Provision for loan losses

7,535

9,354

12,736

17,328

Charge-offs, net

(6,477
)
(9,428
)
(12,072
)
(18,733
)
Balance, end of period

$
3,274

$
3,029

$
3,274

$
3,029


	Three months ended March 31,
	2017		2016
Balance, beginning of period	$	3,099	$	2,610
Provision for loan losses		4,487		5,201
Charge-offs, net		(4,895)		(5,595)
Balance, end of period	$	2,691	$	2,216

Total gross finance receivables for which the Company has recorded an accrual for ~~third-party~~third‑party lender losses totaled ~~$36,773~~$25,285 and ~~$40,552~~$36,927 at ~~June 30, 2016,~~March 31, 2017, and December 31, ~~2015,~~2016, respectively, and the corresponding guaranteed consumer loans are disclosed as an ~~off-balance~~off‑balance sheet arrangement. The provision for third party lender losses of ~~$7,535~~$4,487 and ~~$12,736~~$5,201 for the three months ending March 31, 2017 and ~~six months ended June 30,~~ 2016 is net of debt sales of ~~$109~~$181 and ~~$460,~~$352, respectively.

The Company was required to purchase $11,772 and $14,919 of loans as part of the CSO Program during the three months ended March 31, 2017 and 2016, respectively. As these loans were in default when purchased, they met the Company’s charge-off policy and were fully charged-off at acquisition. The Company recognized recoveries of $7,219 and $9,554 for collections on these loans during the three months ended March 31, 2017 and 2016, respectively.

Table of Contents

The Company considers the near term repayment performance of finance receivables as its primary credit quality indicator. The Company performs credit checks through consumer reporting agencies on certain borrowers. If a third-party lender provides the advance, the applicable ~~third-party~~third‑party lender decides whether to approve the loan and establishes all of the underwriting criteria and terms, conditions, and features of the customer’s loan agreement.

The aging of receivables at ~~June 30, 2016,~~March 31, 2017, and December 31, ~~2015,~~2016, are as follows:


	June 30, 2016				December 31, 2015				March 31, 2017				December 31, 2016
Current finance receivables	$	117,763	90.9	%	$	138,346	89.1	%	$	84,425	91.3	%	$	102,515	90.7	%
Past due finance receivables (1 - 30 days)
Short-term consumer loans	945		0.7	%	1,268		0.8	%		495	0.5	%		290	0.3	%
Medium-term consumer loans	6,606		5.1	%	9,433		6.1	%		4,085	4.5	%		6,096	5.4	%
Total past due finance receivables (1 - 30 days)	7,551		5.8	%	10,701		6.9	%		4,580	5.0	%		6,386	5.7	%
Past due finance receivables (31 - 60 days)
Medium-term consumer loans	2,394		1.8	%	3,225		2.1	%		2,263	2.4	%		2,668	2.4	%
Total past due finance receivables (31 - 60 days)	2,394		1.8	%	3,225		2.1	%		2,263	2.4	%		2,668	2.4	%
Past due finance receivables (61 - 90 days)
Medium-term consumer loans	1,981		1.5	%	3,024		1.9	%		1,242	1.3	%		1,451	1.2	%
Total past due finance receivables (61 - 90 days)	1,981		1.5	%	3,024		1.9	%		1,242	1.3	%		1,451	1.2	%
Total delinquent	11,926		9.1	%	16,950		10.9	%		8,085	8.7	%		10,505	9.3	%
	$	129,689	100.0	%	$	155,296	100.0	%	$	92,510	100.0	%	$	113,020	100.0	%

Note 3. Related Party Transactions and Balances

Certain senior members of management have an interest in a vendor from which the Company purchases telecommunications services. Hardware and services ~~were~~ provided to the Company by the vendor at a reduced rate for the three months ended ~~June 30,~~March 31, 2017 and 2016 were $1,365 and ~~2015 were $958 and $233, and for the six months ended June 30, 2016 and 2015, were $1,746 and $373,~~$788, respectively. If the Company were to source the ~~services~~service from another vendor, the overall cost of the services ~~would likely~~may increase.

The Company has a consulting agreement with a related party for information technology consulting services. Consulting services provided to the Company for the three months ended ~~June 30,~~March 31, 2017 and 2016, ~~and 2015,~~ were ~~$128 and~~ $66 and ~~for the six months ended June 30, 2016 and 2015, were $266 and $147,~~$138, respectively.

There were no additional significant new, or changes to existing, related party transactions during the ~~six~~three months ended ~~June 30, 2016.~~March 31, 2017.

Note 4. Goodwill and Other Intangible Assets

The Company performed a goodwill impairment test for the Retail services segment as required when a portion of a segment is sold. See the Sale of Subsidiary described in Note 10. The test resulted in no impairment of goodwill as of February 1, 2016.

Intangible amortization expense for the three months ended ~~June 30,~~March 31, 2017, and 2016 was $124 and ~~2015 were $146 and $519, respectively, and for the six months ended June 30, 2016 and 2015 were $417 and $1,111,~~$271, respectively. There were no additional significant changes to goodwill and other intangible assets during the ~~six~~three months ended ~~June 30, 2016.~~March 31, 2017.

Table of Contents

Note 5. Pledged Assets and Debt

Lines of credit at ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, consisted of the following:

June 30, 2016

December 31, 2015

Deferred

Deferred

Issuance

Net

Issuance

Net

Principal

Costs

Principal

Principal

Costs

Principal

$7,000 Revolving credit, secured, prime plus 1.00% with 5.00% floor, due July 2017, collateralized by all of Insight Capital, LLC’s assets

$
2,250

$
26

$
2,224

$
—

$
—

$
—

$31,700 Revolving credit, secured, interest rate as defined below, due March 2017, collateralized by all Guarantor Company assets

31,700

341

31,359

27,200

575

26,625

33,950

367

33,583

27,200

575

26,625

Less current maturities

31,700

341

31,359

—

—

—

Long-term portion

$
2,250

$
26

$
2,224

$
27,200

$
575

$
26,625

The deferred issuance costs of $13 were greater than the carrying value of the $7,000 Revolving credit facility as of December 31, 2015 and is included in Other Current Assets on the Consolidated Balance Sheet.


	March 31, 2017						December 31, 2016
			Deferred						Deferred
			Issuance		Net				Issuance		Net
	Principal		Costs		Principal		Principal		Costs		Principal
$7,000 Revolving credit, secured, prime plus 1.00% with 5.00% floor, due July 2017, collateralized by all of Insight Capital, LLC's assets	$	—	$	—	$	—	$	2,250	$	14	$	2,236
$30,600 Revolving credit, secured, interest rate as defined below, due March 2018, collateralized by all Guarantor Company assets		30,600		522		30,078		30,600		760		29,840
		30,600		522		30,078		32,850		774		32,076
Less current maturities		30,600		522		30,078		2,250		14		2,236
Long-term portion	$	—	$	—	$	—	$	30,600	$	760	$	29,840

The interest rate is one-month LIBOR plus ~~14% with a 15% floor,~~18%, and there is a ~~make-whole payment~~pre-payment penalty if the revolving principal balance falls below ~~85%~~80% of the aggregate commitment on or before ~~September 27, 2016.~~December 31, 2017 . The 1-month LIBOR was ~~0.47%~~0.98% and ~~0.24%~~0.77% at ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, respectively, and the prime rate was ~~3.5%~~4.00% and ~~3.25%~~3.75% at ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, respectively. The revolving credit facility includes an undrawn line fee of 4.0% of the unused commitments.

Senior secured notes payable at ~~June 30, 2016,~~March 31, 2017, and December 31, ~~2015,~~2016, consisted of the following:


	June 30, 2016						December 31, 2015						March 31, 2017						December 31, 2016
			Deferred						Deferred						Deferred						Deferred
			Issuance		Net				Issuance		Net				Issuance		Net				Issuance		Net
	Principal		Costs		Principal		Principal		Costs		Principal		Principal		Costs		Principal		Principal		Costs		Principal
$395,000 Senior Note payable, 10.75 %, collateralized by all Guarantor Company assets, semi-annual interest payments with principal due April 2019	$	241,927	$	3,258	$	238,669	$	328,716	$	5,207	$	323,509	$	237,290	$	2,350	$	234,940	$	237,290	$	2,631	$	234,659
$25,000 Senior Note payable, 12.75 %, collateralized by all Guarantor Company assets, semi-annual interest payments with principal due May 2020	12,500		264		12,236		25,000		596		24,404			12,500		212		12,288		12,500		230		12,270
	254,427		3,522		250,905		353,716		5,803		347,913			249,790		2,562		247,228		249,790		2,861		246,929
Less current maturities	—		—		—		—		—		—			—		—		—		—		—		—
Long-term portion	$	254,427	$	3,522	$	250,905	$	353,716	$	5,803	$	347,913	$	249,790	$	2,562	$	247,228	$	249,790	$	2,861	$	246,929

For the six months ended June 30, 2016, the Company repurchased $99,289 of our senior secured notes resulting in a $62,852 gain on debt extinguishment. The Company may continue to repurchase its outstanding debt, including in the open market through privately negotiated transactions, by exercising redemption rights, or otherwise and any such repurchases may be material.

~~Non-guarantor notes payable at June 30, 2016, and December 31, 2015, consisted of the following related party Florida seller notes:~~

June 30, 2016

December 31, 2015

Deferred

Deferred

Issuance

Net

Issuance

Principal

Costs

Principal

Principal

Costs

Principal

$8,000 non-guarantor term note, secured, 10.00%, quarterly interest payments with principal due August 2016

$
—

$
—

$
—

$
7,905

$
—

$
7,905

$9,000 non-guarantor term note, secured, 10.00%, quarterly principal and interest payments due August 2016

—

—

—

2,192

—

2,192

—

—

—

10,097

—

10,097

Less current maturities

—

—

—

10,097

—

10,097

Long-term portion

$
—

$
—

$
—

$
—

$
—

$
—

~~As part~~Table of the consideration of the Company’s sale of its Buckeye Check Cashing of Florida II LLC (“Florida II”) subsidiary on January 31, 2016, the Company was released from its liability for the two previously outstanding non-guarantor notes payable totaling $10,097. The notes were incurred in connection with the Company’s initial acquisition of this entity.Contents

Subsidiary notes payable at ~~June 30, 2016,~~March 31, 2017, and December 31, ~~2015,~~2016, consisted of the following:


	June 30, 2016						December 31, 2015						March 31, 2017						December 31, 2016
			Deferred						Deferred						Deferred						Deferred
			Issuance		Net				Issuance		Net				Issuance		Net				Issuance		Net
	Principal		Costs		Principal		Principal		Costs		Principal		Principal		Costs		Principal		Principal		Costs		Principal
$40,000 Note, secured, 16.5%, collateralized by acquired loans, due January 2018	$	39,500	$	922	$	38,578	$	35,000	$	425	$	34,575	$	40,000	$	423	$	39,577	$	40,000	$	593	$	39,407
$8,100 Note, secured, 18.5%, collateralized by acquired loans, due December 2016	8,100		99		8,001		—		—		—
$7,300 Term note, secured, 18.50% collateralized by acquired loans, due April 2017														7,300		—		7,300		7,300		5		7,295
$1,425 Term note, secured, 4.25%, collateralized by financed asset, due July 2019	967		10		957		995		12		983			925		7		918		939		8		931
$1,165 Term note, secured, 4.5%, collateralized by financed asset, due May 2021	1,160		21		1,139		—		—		—			1,118		17		1,101		1,133		18		1,115
$489 Term note, secured, 8.50%, collateralized by financed asset, due July 2016, paid in full June 2016	—		—		—		159		—		159
	49,727		1,052		48,675		36,154		437		35,717			49,343		447		48,896		49,372		624		48,748
Less current maturities	8,211		101		8,110		214		3		211			47,415		425		46,990		7,414		7		7,407
Long-term portion	$	41,516	$	951	$	40,565	$	35,940	$	434	$	35,506	$	1,928	$	22	$	1,906	$	41,958	$	617	$	41,341

~~The January 2018~~

In April 2017, the Company’s non-guarantor and unrestricted subsidiary ~~note was~~ amended ~~on June 1, 2016~~and restated its existing $40,000 note to increase the ~~maximum credit facility~~borrowing capacity up to ~~$40,000 and extend the~~$55,000. The $55,000 note has a maturity date toof January ~~2018.~~

~~The December 2016 subsidiary note was amended on April 20, 2016 to increase the maximum credit facility to $8,100.~~2019 and an interest rate of 16.75%. The proceeds from the ~~subsidiary~~amended note ~~were~~will be used ~~by a non-guarantor subsidiary for consumer loan acquisitions~~to acquire loans from guarantor subsidiaries.

~~On May 24, 2016, a guarantor subsidiary of~~ In connection with the ~~Company entered~~amendment, the other non-guarantor and unrestricted subsidiary’s $7,300 note was satisfied in ~~to a $1,165 term note for the acquisition of a share of an airplane.~~full.

There were no additional significant changes to pledged assets or debt during the ~~six~~three months ended ~~June 30, 2016.~~March 31, 2017.

Note 6. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities at ~~June 30, 2016,~~March 31, 2017, and December 31, ~~2015,~~2016, consisted of the following:


	June 30,		December 31,		March 31,		December 31,
	2016		2015		2017		2016
Accounts payable	$	2,558	$	4,403	$	3,759	$	5,160
Accrued payroll and compensated absences	6,227		7,673			6,497		7,004
Wire transfers payable	1,457		1,795			1,377		2,089
Accrual for third-party losses	3,274		2,610			2,691		3,099
Unearned CSO Fees	4,558		4,990			4,760		7,388
Deferred rent	1,058		1,229			920		1,034
Bill payment	1,777		4,611
Bill payment service liability						1,202		2,868
Lease termination	1,554		1,180			1,951		1,595
Federal and state tax	2,190		—
Other	4,443		6,125			5,116		6,765
	$	29,096	$	34,616	$	28,273	$	37,002

Note 7. Operating and Capital Lease Commitments and Total Rental Expense

Rental expense, including common area maintenance and real estate tax expense, totaled ~~$6,997~~$7,034 and ~~$8,047~~$7,054 for the three months ended ~~June 30,~~March 31, 2017, and 2016, ~~and 2015, and $14,051 and $15,956 for the six months ended June 30, 2016 and 2015,~~ respectively.

~~Lease termination expense totaled $1,101 and $826 for~~The Company closed its Utah facility during the three months ~~and six months~~ ended ~~June 30, 2016, and 2015, respectively.~~March 31, 2017, resulting in lease termination expense of $1,762 which is disclosed on the statement of operations.

There were no additional significant changes to operating and capital lease commitments during the ~~six~~three months ended ~~June 30, 2016.~~March 31, 2017.

Table of Contents

Note 8. Concentrations of Credit Risks

The Company’s portfolio of finance receivables is comprised of loan agreements with customers living in ~~thirty-four~~thirty-five states and consequently such customers’ ability to honor their contracts may be affected by economic conditions in those states. Additionally, the Company is subject to regulation by federal and state governments that affect the products and services provided by the Company. To the extent that laws and regulations are passed that affect the Company’s ability to offer loans or similar products in any of the states in which it operates, the Company’s financial position could be adversely affected.

The following table summarizes the allocation of the portfolio balance by state at ~~June 30, 2016~~March 31, 2017, and December 31, ~~2015:~~2016:


	June 30, 2016				December 31, 2015				March 31, 2017				December 31, 2016
	Balance		Percentage of		Balance		Percentage of		Balance		Percentage of		Balance		Percentage of
State	Outstanding		Total Outstanding		Outstanding		Total Outstanding		Outstanding		Total Outstanding		Outstanding		Total Outstanding
Alabama	$	14,129	10.9	%	$	16,375	10.6	%	$	10,655	11.5	%	$	13,927	12.3	%
Arizona	10,871		8.4		14,137		9.1			8,401	9.1			10,353	9.1
California	51,029		39.3		56,586		36.4			39,131	42.3			48,644	43.1
Florida	4,012		3.1		8,052		5.2			2,885	3.1			3,766	3.3
Virginia	12,557		9.7		14,726		9.4			7,569	8.2			9,373	8.3
Other retail segment states	23,497		18.1		25,412		16.4			15,719	17.0			17,141	15.2
Other internet segment states	13,594		10.5		20,008		12.9			8,150	8.8			9,816	8.7
Total	$	129,689	100.0	%	$	155,296	100.0	%	$	92,510	100.0	%	$	113,020	100.0	%

The other retail segment states are: ~~Illinois,~~ Indiana, ~~Kansas,~~ Kentucky, Michigan, ~~Missouri,~~Mississippi, Ohio, Oregon, ~~Tennessee,~~ and ~~Utah.~~Tennessee.

The other internet segment states are: Alabama, Alaska, California, Delaware, Florida, Hawaii, Idaho, Illinois, Indiana, Kansas, Louisiana, Maine, Maryland, Minnesota, Mississippi, Missouri, Nevada, New Mexico, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia, Washington, Wisconsin, and Wyoming. ~~In the third quarter of 2015, the Company ceased all international operations in order to focus on its domestic operations.~~

~~In certain markets, the~~The Company offers a CSO product in Ohio and Texas to assist consumers in obtaining credit with unaffiliated third-party lenders. Total gross finance receivables for which the Company has recorded an accrual for third-party lender losses totaled ~~$36,773~~$25,285 and ~~$40,552~~$36,927 at ~~June 30, 2016,~~March 31, 2017, and December 31, ~~2015,~~2016, respectively, and the corresponding guaranteed consumer loans are disclosed as an off-balance sheet arrangement.

Note 9. Contingencies

From ~~time-to-time~~time‑to‑time the Company is a defendant in various lawsuits and administrative proceedings wherein certain amounts are claimed or violations of law or regulations are asserted. In the opinion of the Company’s management, these claims are without substantial merit and should not result in judgments which in the aggregate would have a material adverse effect on the Company’s financial statements.

~~Note 10. Sale of Subsidiary~~

On February 1, 2016, Buckeye Check Cashing of Florida, Inc., a wholly-owned subsidiary of CCFI, completed the sale of the membership interests of Florida II to Buckeye Check Cashing of Florida III, LLC (“Buyer”). Florida II most recently operated 43 stores in the South Florida market and was part of the Company’s Retail financial service operating segment. Florida II was an unrestricted subsidiary under the Company’s outstanding senior secured debt instruments.

~~The consideration for the sale of Florida II included the following:~~

· 1,000,000 shares of common stock of the Company held by Check Cashing USA Holdings, Inc., an affiliate of the Buyer, were assigned to the Company and recorded as treasury stock of $50. In addition, stock repurchase rights associated with the shares were cancelled, resulting in the elimination of a stock repurchase obligation of $3,130.

· The Company was released from liability for two promissory notes totaling $10,112 that were incurred in connection with the Company’s original acquisition of Florida II (the “related party Florida seller notes”).

In connection with the sale, the Company has also provided the Buyer with a short-term $6,000 line of credit, substantially all of which was drawn by the Buyer as part of, or concurrent with, the sale. As a result of uncertainties associated with repayment of the line of credit, the Company also recognized a $3,000 loan loss reserve that has been included in the loss on sale of Florida II.

The Company recognized a pre-tax loss of $1,569 on the sale of Florida II, including the goodwill of $5,691 allocated to the Florida II transaction based on relative fair value. The difference between the pre-tax loss of $1,569 and tax loss of $24,062 on the sale of Florida II reflects the difference in GAAP and tax treatment of goodwill associated with an individual acquisition.

~~Note 11. Business Combination~~

On May 18, 2016, Buckeye Check Cashing of Florida, Inc. (“BCC Florida”), a wholly-owned subsidiary of CCFI, re-acquired five south Florida retail locations, previously owned by Florida II, from the subsequent purchaser of Florida II, as described in Note 10.

BCC Florida agreed to accept the assets of the five retail locations in exchange for satisfying the Buyer’s remaining obligation of the line of credit from the sale of Florida II, which had a balance of $4,821. The transaction resulted in a pre-tax gain of $296 which is included with corporate expenses on the consolidated statement of operations.

Note ~~12.~~10. Stock Based Compensation

~~On May 16, 2016,~~During the three months ended March 31, 2017, the Company ~~cancelled 1,270,106 options and re-issued 1,243,299~~issued 80,833 options with a per share exercise price of $2.25 with ~~1,233,499~~3,833 options vesting immediately and ~~9,800 options~~the remainder vesting on specific dates defined in the award agreements.

Table of Contents

The following weighted average assumptions were used by the Company for awards ~~re-issued~~granted during the ~~six~~three months ended ~~June 30, 2016:~~March 31, 2017:

Risk-free interest rate

1.30
%
Dividend yield

0.00
%
Expected volatility

65.00
%
Expected term (years)

5.00

Weighted average fair value of options granted

$
1.23


	2017
Risk free interest rate		1.93	%
Dividend yield		0.00	%
Expected volatility		55.00	%
Expected term (years)		5.00
Weighted average fair value of options granted	$	2.25

~~For~~

Stock-based compensation costs for the ~~six~~three months ended ~~June 30,~~March 31, 2017, and 2016 were $32 and ~~2015, the Company recorded stock-based compensation costs in the amount of $1,270 and $372,~~$113, respectively. As of ~~June 30, 2016~~March 31, 2017, and December 31, ~~2015,~~2016, unrecognized stock-based compensation costs to be recognized over future periods approximated ~~$44~~$111 and ~~$942,~~$42, respectively. At ~~June 30, 2016,~~March 31, 2017, the remaining unrecognized compensation expense ~~is $44~~was $111 for certain awards that vest over the requisite service period. The remaining compensation expense of ~~$44~~$111 is expected to be recognized over a weighted-average period of ~~1.25~~2.73 years. The total income tax benefit recognized in the income statement for the stock-based compensation arrangements was ~~$508~~$13 and ~~$149~~$45 for the ~~six~~three months ended ~~June 30,~~March 31, 2017 and 2016, ~~and 2015,~~ respectively.

Stock option activity for the ~~six~~three months ended ~~June 30, 2016~~March 31, 2017, is as follows (these amounts have not been rounded in thousands):

Weighted-Average

Aggregate

Exercise Price

Weighted-Average

Intrinsic

Shares

(actual per share
price)

Remaining
Contractual Term

Value
(thousands)

Outstanding at December 31, 2015

1,662,614

$
7.54

4.8

N/A

Granted

1,243,299

2.25

9.8

N/A

Exercised

—

—

—

N/A

Forfeited or expired

1,614,652

—

—

N/A

Outstanding at June 30, 2016

1,291,261

$
2.40

9.8

N/A

Exercisable at June 30, 2016

1,267,111

$
2.41

9.8

$
—

Vested or expected to vest at June 30, 2016

1,291,261

$
2.40

9.8

$
—


		Weighted-Average				Aggregate
		Exercise Price		Weighted-Average		Intrinsic
		(actual per		Remaining		Value
	Shares	share price)		Contractual Term		(thousands)
Outstanding at December 31, 2016	1,298,971	$	2.40		4.8		N/A
Granted	80,833		2.25		9.1		N/A
Exercised	—		—		—		N/A
Forfeited or expired	—		—		—		N/A
Outstanding at March 31, 2017	1,379,804	$	2.39		9.1		N/A
Exercisable at March 31, 2017	1,276,734	$	2.40		9.1	$	—
Vested or expected to vest at March 31, 2017	1,379,804	$	2.39		9.1	$	—

Table of ~~June 30, 2016, there are 24,150 un-vested stock options with a weighted-average fair value at grant date of $0.89.~~Contents

Note ~~13.~~11. Business Segments

The Company has elected to organize and report on its operations as two operating segments: Retail financial services and Internet financial services.

The following tables present summarized financial information for the Company’s segments:

As of and for the three months ended June 30, 2016

Retail

% of

Internet

% of

Unallocated

% of

Financial Services

Revenue

Financial Services

Revenue

(Income) Expenses

Consolidated

Revenue

Total Assets

$
336,767

$
77,691

$
—

$
414,458

Goodwill

146,877

—

—

146,877

Other Intangible Assets

286

1,050

—

1,336

Total Revenues

$
74,326

100.0
%
$
24,003

100.0
%
$
—

$
98,329

100.0
%
Provision for Loan Losses

17,112

23.0
%
13,160

54.8
%
—

30,272

30.8
%
Other Operating Expenses

41,316

55.6
%
3,835

16.0
%
—

45,151

45.9
%
Operating Gross Profit

15,898

21.4
%
7,008

29.2
%
—

22,906

23.3
%
Interest Expense, net

6,720

9.0
%
4,127

17.2
%
—

10,847

11.0
%
Depreciation and Amortization

1,008

1.4
%
214

0.9
%
—

1,222

1.2
%
Other Corporate Expenses (a)

—

—

—

—

22,801

22,801

23.2
%
Income (loss) from Operations, before tax

8,170

11.0
%
2,667

11.1
%
(22,801
)
(11,964
)
(12.2
)%


	As of and for the three months ended March 31, 2017
	Retail				Internet				Unallocated
	Financial		% of		Financial		% of		(Income)				% of
	Services		Revenue		Services		Revenue		Expenses		Consolidated		Revenue
Total Assets	$	309,595			$	57,106					$	366,701
Goodwill		113,256				—						113,256
Other Intangible Assets		488				800						1,288
Total Revenues	$	68,691	100.0	%	$	16,661	100.0	%			$	85,352	100.0	%
Provision for Loan Losses		12,058	17.6	%		7,482	44.9	%				19,540	22.9	%
Other Operating Expenses		38,207	55.6	%		1,009	6.1	%				39,216	45.9	%
Operating Gross Profit		18,426	26.8	%		8,170	49.0	%				26,596	31.2	%
Interest Expense, net		7,366	10.7	%		4,005	24.0	%				11,371	13.3	%
Depreciation and Amortization		1,129	1.6	%		180	1.1	%				1,309	1.5	%
Lease Termination Expenses		—	—			1,762	10.6	%				1,762	2.1	%
Other Corporate Expenses (a)		—	—			—	—			20,186		20,186	23.7	%
Income from Continuing Operations, before tax		9,931	14.5	%		2,223	13.3	%		(20,186)		(8,032)	(9.4)	%

(a)

~~(a)~~ Represents expenses not associated directly with operations that are not allocated between reportable segments. Therefore, the Company has elected to disclose other corporate expenses as unallocated.

There were no intersegment revenues for the three months ended ~~June 30, 2016.~~March 31, 2017.

As of and for the six months ended June 30, 2016

Retail

% of

Internet

% of

Unallocated

% of

Financial Services

Revenue

Financial Services

Revenue

(Income) Expenses

Consolidated

Revenue

Total Assets

$
336,767

$
77,691

$
—

$
414,458

Goodwill

146,877

—

—

146,877

Other Intangible Assets

286

1,050

—

1,336

Total Revenues

$
155,695

100.0
%
$
50,191

100.0
%
$
—

$
205,886

100.0
%
Provision for Loan Losses

29,677

19.1
%
27,070

53.9
%
—

56,747

27.6
%
Other Operating Expenses

80,054

51.4
%
8,060

16.1
%
—

88,114

42.8
%
Operating Gross Profit

45,964

29.5
%
15,061

30.0
%
—

61,025

29.6
%
Interest Expense, net

14,034

9.0
%
8,276

16.5
%
—

22,310

10.8
%
Depreciation and Amortization

1,975

1.3
%
456

0.9
%
—

2,431

1.2
%
Loss on Sale of Subsidiary

1,569

1.0
%
—

—

—

1,569

0.8
%
Gain on Debt Extinguishment (a)

—

—

—

—

(62,852
)
(62,852
)
(30.5
)%
Other Corporate Expenses (a)

—

—

—

—

44,386

44,386

21.6
%
Income from Operations, before tax

28,386

18.2
%
6,329

12.6
%
18,466

53,181

25.8
%


	As of and for the three months ended March 31, 2016
	Retail				Internet				Unallocated
	Financial		% of		Financial		% of		(Income)				% of
	Services		Revenue		Services		Revenue		Expenses		Consolidated		Revenue
Total Assets	$	356,127			$	71,211					$	427,338
Goodwill		146,877				—						146,877
Other Intangible Assets		348				1,134						1,482
Total Revenues	$	81,369	100.0	%	$	26,188	100.0	%			$	107,557	100.0	%
Provision for Loan Losses		12,565	15.4	%		13,910	53.1	%				26,475	24.6	%
Other Operating Expenses		38,738	47.6	%		4,225	16.1	%				42,963	40.0	%
Operating Gross Profit		30,066	37.0	%		8,053	30.8	%				38,119	35.4	%
Interest Expense, net		7,314	9.0	%		4,149	15.8	%				11,463	10.7	%
Depreciation and Amortization		967	1.2	%		242	0.9	%				1,209	1.1	%
Loss on sale of subsidiary		1,569	1.9	%		—	—					1,569	1.5	%
Gain on Debt Extinguishment (a)		—	—			—	—			(62,852)		(62,852)	(58.4)	%
Other Corporate Expenses (a)		—	—			—	—			21,585		21,585	20.1	%
Income from Continuing Operations, before tax		20,216	24.8	%		3,662	14.0	%		41,267		65,145	60.6	%

(a)

~~(a)~~ Represents income and expenses not associated directly with operations that are not allocated between reportable segments. Therefore, the Company has elected to disclose the gain on debt extinguishment and ~~all~~ other corporate expenses as unallocated.

Table of Contents

There were no intersegment revenues for the ~~six months ended June 30, 2016.~~

As of and for the three months ended June 30, 2015

Retail

% of

Internet

% of

Unallocated

% of

Financial Services

Revenue

Financial Services

Revenue

(Income) Expenses

Consolidated

Revenue

Total Assets

$
524,703

$
82,602

$
—

$
607,305

Goodwill

221,667

—

—

221,667

Other Intangible Assets

1,058

1,511

—

2,569

Total Revenues

$
97,145

100.0
%
$
33,119

100.0
%
$
—

$
130,264

100.0
%
Provision for Loan Losses

29,555

30.5
%
22,361

67.6
%
—

51,916

39.9
%
Other Operating Expenses

46,661

48.0
%
7,244

21.9
%
—

53,905

41.3
%
Operating Gross Profit

20,929

21.5
%
3,514

10.5
%
—

24,443

18.8
%
Interest Expense, net

10,041

10.3
%
5,110

15.4
%
—

15,151

11.6
%
Depreciation and Amortization

1,109

1.1
%
286

0.9
%
—

1,395

1.1
%
Market Value of Stock Repurchase Obligation

1,020

1.0
%
—

—

—

1,020

0.8
%
Other Corporate Expenses (a)

—

—

—

—

21,702

21,702

16.7
%
Income (loss) from Operations, before tax

8,759

9.0
%
(1,882
)
(5.7
)%
(21,702
)
(14,825
)
(11.4
)%

(a) Represents expenses not associated directly with operations that are not allocated between reportable segments. Therefore, the Company has elected to disclose all other corporate expenses as unallocated.

~~Intersegment revenues of $697 for the~~ three months ended ~~June 30, 2015, have been eliminated.~~

As of and for the six months ended June 30, 2015

Retail

% of

Internet

% of

Unallocated

% of

Financial Services

Revenue

Financial Services

Revenue

(Income) Expenses

Consolidated

Revenue

Total Assets

$
524,703

$
82,602

$
—

$
607,305

Goodwill

221,667

—

—

221,667

Other Intangible Assets

1,058

1,511

—

2,569

Total Revenues

$
200,527

100.0
%
$
66,171

100.0
%
$
—

$
266,698

100.0
%
Provision for Loan Losses

51,039

25.5
%
40,787

61.7
%
—

91,826

34.4
%
Other Operating Expenses

90,718

45.2
%
12,564

19.0
%
—

103,282

38.8
%
Operating Gross Profit

58,770

29.3
%
12,820

19.3
%
—

71,590

26.8
%
Interest Expense, net

19,333

9.6
%
10,026

15.2
%
—

29,359

11.0
%
Depreciation and Amortization

2,240

1.1
%
570

0.9
%
—

2,810

1.1
%
Market Value of Stock Repurchase Obligation

1,010

0.5
%
—

—

—

1,010

0.4
%
Other Corporate Expenses (a)

—

—

—

—

42,521

42,521

15.9
%
Income (loss) from Operations, before tax

36,187

18.0
%
2,224

3.4
%
(42,521
)
(4,110
)
(1.5
)%

~~Intersegment revenues of $1,237 for the six months ended June 30, 2015, have been eliminated.~~

Note ~~14.~~12. Income Taxes

The Company files a consolidated federal income tax return. The Company files consolidated or separate state income tax returns as permitted by the individual states in which it operates. The differences between our effective rate and the U.S. statutory rate is primarily due to non-deductible expenses, state taxes and changes in valuation allowance. The Company had no liability recorded for unrecognized tax benefits ~~of $191~~ at ~~June 30, 2016~~March 31, 2017, and ~~$-0- at~~ December 31, ~~2015.~~2016.

At ~~June 30,~~March 31, 2017, the Company had gross deferred tax assets of $40,392 and a net deferred tax liability of $9,886. At December 31, 2016, the Company had gross deferred tax assets of ~~$32,280~~$40,037 and a net deferred tax ~~asset~~liability of ~~$1,424. At December 31, 2015, the Company had gross deferred tax assets of $46,441 and a net deferred tax asset of $1,565.~~$9,675. A valuation allowance of ~~$30,856~~$50,278 and ~~$41,276~~$49,712 was recognized at ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, respectively, to reduce the deferred tax assets to the amount that was more likely than not expected to be realized. In evaluating whether a valuation allowance was needed for the deferred tax assets, the Company considered the ability to carry net operating losses back to prior periods, reversing taxable temporary differences, and estimates of future taxable income. There have been no credits or net operating losses that have expired. ~~In addition, the Company’s projections of future taxable income are expected to result in the realization of the remaining deferred tax assets.~~ The projections were evaluated in light of past operating results and considered the risks associated with generating future taxable income ~~related~~due to macroeconomic conditions in the markets in which the Company operates, regulatory developments and cost containment. The Company will continue to evaluate the need for a valuation allowance against deferred tax assets in future periods and will adjust the allowance as necessary if it determines that it is ~~not~~ more likely than not that some or all of the deferred tax assets ~~are expected to be realized.~~

The Company’s 2013 and 2014 federal income tax returns are currently under examination by the Internal Revenue Service (“IRS”). It expects the audit of its 2013 and 2014 federal income tax returns to be completed within the next three months. It is reasonably possible that the amount of the unrecognized tax benefits could change during that time; however, the Company does not anticipate that the liability will be ~~materially different than~~realized. The deferred tax liability of $9,886 represents a source of future taxable income related to our indefinite lived intangible that for financial reporting purposes cannot be used to support the ~~amount currently reserved.~~realization of deferred tax assets with a finite life.

Note ~~15.~~13. Transactions with Variable Interest Entities

The Company has limited agency agreements with unaffiliated third-party lenders. The agreements govern the terms by which the Company refers customers to that lender, on a non-exclusive basis, for a possible extension of credit, processes loan applications and commits to reimburse the lender for any loans or related fees that were not collected from such customers. As of ~~June~~ ~~30, 2016,~~March 31, 2017, and December 31, ~~2015,~~2016, the outstanding amount of active consumer loans guaranteed by the Company, which represents the Company’s maximum exposure, was ~~$36,773~~$25,285 and ~~$40,552,~~$36,927, respectively. This obligation is recorded as a current liability on the Company’s consolidated balance sheet. The accrual for third party lender losses related to these obligations totaled ~~$3,274~~$2,691 and ~~$2,610~~$3,099 as of ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, respectively. The Company has determined that the lenders are ~~VIEs~~Variable Interest Entities (“VIEs”) but that the Company is not the primary beneficiary of the VIEs. Therefore, the Company has not consolidated either lender.

The Company provided a $6,000 temporary line of credit to the Buyer of Florida II as part of the consideration. The line of credit is a form of subordinated financial support that represents a variable interest in Florida II. The Company did not have the power to direct of the activities that most significantly impact the performance of Florida II, therefore, the Company has determined that it is not the primary beneficiary of Florida II and did not consolidate Florida II. The remaining obligation was satisfied in May 2016 as part of the transaction described in Note 11.

Note ~~16.~~14. Supplemental Guarantor Information

The 2019 notes and the 2020 notes contain various covenants that, subject to certain exceptions defined in the indentures governing the notes (the “Indentures”), limit the Company’s ability to, among other things, engage in certain transactions with affiliates, pay dividends or distributions, redeem or repurchase capital stock, incur or assume liens or additional debt, and consolidate or merge with or into another entity or sell substantially all of its assets. The Company has optional redemption features on the 2019 notes and the 2020 notes prior to their maturity which, depending on the date of the redemption, would require premiums to be paid in addition to all principal and interest due.

The 2019 notes and 2020 notes are guaranteed by all of the Company’s guarantor subsidiaries existing as of April 29, 2011 (the date the Company issued the 2019 notes) and any subsequent guarantor subsidiaries that guarantee the Company’s indebtedness or the indebtedness of any other subsidiary guarantor (the “Subsidiary Guarantors”), in accordance with the Indentures. The Company is a holding company and has no independent assets or operations of its own. The guarantees under the 2019 notes and 2020 notes are full, unconditional, and joint and several. There are no restrictions on the ability of the Company or any of the Subsidiary Guarantors to obtain funds from its restricted subsidiaries by dividend or loan, except for net worth requirements of certain states in which the Company operates and

Table of Contents

certain requirements relating to the Company’s Alabama subsidiary, Insight Capital, LLC, as a result of its separate $7,000 revolving credit facility (the “Alabama Revolving Credit Agreement”). Certain Subsidiary Guarantors are required to maintain net worth ranging from $5$10 to ~~$1,000.~~$2,000. The total net worth requirements of these Subsidiary Guarantors is ~~$6.75 million.~~$6,700. The

Indentures contain certain affirmative and negative covenants applicable to the Company and its Subsidiary Guarantors, including restrictions on their ability to incur additional indebtedness, consummate certain asset sales, make investments in certain entities that create liens on their assets, enter into certain affiliate transactions and make certain restricted payments, including restrictions on the Company’s ability to pay dividends on, or repurchase, its common stock.

As long as the ~~$7,000~~ Alabama Revolving Credit Agreement remains outstanding, the guarantee provided by Insight Capital, LLC is secured on a second-priority basis by the shared Alabama collateral held by such subsidiary. As a result, any obligations under the Alabama Revolving Credit Agreement must first be satisfied before the Alabama subsidiary can make any payments with respect to the 2019 notes and 2020 notes.

Note ~~17.~~15. Supplemental Condensed Consolidating Guarantor and ~~Non-~~Non‑ Guarantor Financial Information

The following presents the condensed consolidating guarantor financial information as of ~~June 30, 2016,~~March 31, 2017, and December 31, ~~2015,~~2016, and for the ~~six~~three months ended ~~June 30,~~March 31, 2017, and 2016, ~~and 2015,~~ for the subsidiaries of the Company that serve as guarantors of the 2019 notes and the 2020 notes, and for the subsidiaries that do not serve as a guarantor. The non-guarantor subsidiaries are Florida II, which was sold on February 1, 2016, CCFI Funding LLC, CCFI Funding II LLC, Direct Financial Solutions of UK Limited and its subsidiary Cash Central UK Limited, Direct Financial Solutions of Canada, Inc and its subsidiaries ~~DFS-CC~~DFS-CSSC Financial Services LLC, DFS-CC Financial Services (Calgary) LLC and DFS-CC Financial Services (Toronto) LLC, and Direct Financial Solutions of Australia Pty Ltd and its subsidiary Cash Central of Australia Pty Ltd. Each of the Company’s guarantor subsidiaries are 100% owned by the Company or its subsidiaries, and all guarantees are full, unconditional, and joint and several.

Of the entities under “Non-Guarantor Subsidiaries” in the tables below, Florida II, CCFI Funding, and CCFI Funding II are “Unrestricted Subsidiaries” as defined in the Indentures. Buckeye Check Cashing of Florida II, LLC was acquired on July 31, 2012, and was sold on February 1, 2016, CCFI Funding was created on December 20, 2013, and CCFI Funding II was established on September 19, 2014. Refer to the “Non-Guarantor Subsidiaries” columns in the following condensed consolidating schedules. Florida II is not included in the ~~June 30, 2016~~ Balance ~~Sheet~~Sheets as the entity was sold on February 1, 2016, and is included in the Statement of Operations for only the month ended January 31, 2016. The remainder of the entities included under ~~“non-Guarantor~~“Non-Guarantor Subsidiaries” in the tables below are “Restricted Subsidiaries” as defined in the Indentures governing the 2019 notes and the 2020 notes and, for the periods specified, did not have material assets, liabilities, revenue or expenses.

The supplemental guarantor information required by GAAP distinguishes between non-guarantor and guarantor financial information based on the legal entities and the guarantor requirements contained in the Indentures governing the 2019 notes, 2020 notes, and the Company’s revolving credit agreement. ASC 350-20, Intangibles —- Goodwill and Other, however, requires that goodwill be allocated to reporting units irrespective of which legal entity the goodwill is associated with. When a portion of a reporting unit is sold, goodwill is allocated to the business disposed of based on the relative fair values of the business sold and the retained portion of the reporting unit. The sale of Florida II ~~results~~on February 1, 2016, resulted in a reduction of goodwill of $5,691 for the Company’s Retail services segment, with the remaining goodwill of approximately $25,344 allocated to Florida II’s guarantor parent. The book loss on the sale of Florida II is $1,569 whereas the tax loss on the sale of Florida II is $24,062. For tax purposes, all of the goodwill associated with the original Florida II acquisition is written off, which reflects the difference in the book and tax treatment of goodwill associated with an individual acquisition.

Table of Contents

Community Choice Financial Inc. and Subsidiaries

Condensed Consolidating Balance Sheet (unaudited)

~~June 30, 2016~~March 31, 2017


	Community		Guarantor		Non-Guarantor								Community		Guarantor		Non‑Guarantor
	Choice Financial		Subsidiaries		Subsidiaries			Eliminations			Consolidated		Choice Financial		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Assets
Current Assets
Cash and cash equivalents	$	—	$	51,898	$	37,850		$	—		$	89,748	$	—	$	78,040	$	43,744	$	—	$	121,784
Restricted cash	—		3,300		—			—			3,300			—		3,515		—		—		3,515
Finance receivables, net	—		79,227		22,031			—			101,258			—		62,553		10,166		—		72,719
Short-term investments, certificates of deposit	—		400		—			—			400
Card related pre-funding and receivables	—		1,702		—			—			1,702			—		1,729		—		—		1,729
Other current assets	—		25,984		1,827			(10,260		)	17,551			—		21,928		2,119		(10,956)		13,091
Total current assets	—		162,511		61,708			(10,260		)	213,959			—		167,765		56,029		(10,956)		212,838
Noncurrent Assets
Investment in Subsidiaries	347,308		—		—			(347,308		)	—			350,869		—		—		(350,869)		—
Finance receivables, net	—		7,967		—			—			7,967			—		4,315		—		—		4,315
Leasehold improvements and equipment, net	—		40,154		—			—			40,154			—		32,667		—		—		32,667
Goodwill	—		146,877		—			—			146,877			—		113,256		—		—		113,256
Other intangible assets	—		1,336		—			—			1,336			—		1,288		—		—		1,288
Security deposits	—		2,741		—			—			2,741			—		2,337		—		—		2,337
Deferred tax asset, net	—		1,424		—			—			1,424
Total assets	$	347,308	$	363,010	$	61,708		$	(357,568	)	$	414,458	$	350,869	$	321,628	$	56,029	$	(361,825)	$	366,701
Liabilities and Stockholders’ Equity
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued liabilities	$	—	$	30,935	$	(67	)	$	(1,772	)	$	29,096	$	—	$	30,405	$	(65)	$	(2,067)	$	28,273
Money orders payable	—		7,106		—			—			7,106			—		7,831		—		—		7,831
Accrued interest	4,600		526		2,314			(2,635		)	4,805			11,292		30		3,234		(3,036)		11,520
Current portion of capital lease obligation	—		1,387		—			—			1,387			—		972		—		—		972
Current portion of lines of credit	31,359		—		—						31,359			30,078		—		—				30,078
Current portion of subsidiary note payable	—		109		8,001			—			8,110			—		115		46,875		—		46,990
CCFI funding notes	—		—		5,853			(5,853		)	—			—		—		5,853		(5,853)		—
Deferred revenue	—		2,759		—			—			2,759			—		3,462		—		—		3,462
Total current liabilities	35,959		42,822		16,101			(10,260		)	84,622			41,370		42,815		55,897		(10,956)		129,126
Noncurrent Liabilities
Lease termination payable	—		1,400		—			—			1,400			—		2,114		—		—		2,114
Capital lease obligation	—		783		—			—			783			—		227		—		—		227
Lines of credit	—		2,224		—			—			2,224
Subsidiary note payable	—		1,987		38,578			—			40,565			—		1,906		—		—		1,906
Senior secured notes	250,905		—		—			—			250,905			247,228		—		—		—		247,228
Deferred Revenue	—		9,900		—			—			9,900
Deferred revenue														—		8,871		—		—		8,871
Deferred tax liability														—		9,886		—		—		9,886
Total liabilities	286,864		59,116		54,679			(10,260		)	390,399			288,598		65,819		55,897		(10,956)		399,358
Stockholders’ Equity	60,444		303,894		7,029			(347,308		)	24,059
Total liabilities and stockholders’ equity	$	347,308	$	363,010	$	61,708		$	(357,568	)	$	414,458
Stockholders' Equity (Deficit)														62,271		255,809		132		(350,869)		(32,657)
Total liabilities and stockholders' equity													$	350,869	$	321,628	$	56,029	$	(361,825)	$	366,701

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Community Choice Financial Inc. and Subsidiaries

Condensed Consolidating Balance Sheet

December 31, ~~2015~~2016


	Community			Guarantor		Non-Guarantor								Community		Guarantor		Non‑Guarantor
	Choice Financial			Subsidiaries		Subsidiaries		Eliminations			Consolidated			Choice Financial		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Assets
Current Assets
Cash and cash equivalents	$	—		$	69,986	$	28,955	$	—		$	98,941		$	—	$	71,777	$	34,556	$	—	$	106,333
Restricted cash	—			3,460		—		—			3,460				—		3,015		—		—		3,015
Finance receivables, net	—			96,088		23,616		—			119,704				—		71,603		16,357		—		87,960
Short-term investments, certificates of deposit	—			1,115		—		—			1,115				—		500		—		—		500
Card related pre-funding and receivables	—			1,674		—		—			1,674				—		1,545		—		—		1,545
Other current assets	—			33,292		2,661		(18,929		)	17,024				—		28,438		3,192		(12,226)		19,404
Total current assets	—			205,615		55,232		(18,929		)	241,918				—		176,878		54,105		(12,226)		218,757
Noncurrent Assets
Investment in Subsidiaries	378,548			17,156		—		(395,704		)	—				343,638		—		—		(343,638)		—
Finance receivables, net	—			8,797		—		—			8,797				—		5,859		—		—		5,859
Leasehold improvements and equipment, net	—			43,300		2,785		—			46,085				—		36,431		—		—		36,431
Goodwill	—			121,533		31,035		—			152,568				—		113,290		—		—		113,290
Other intangible assets	—			1,748		165		—			1,913				—		1,412		—		—		1,412
Security deposits	—			2,943		155		—			3,098				—		2,614		—		—		2,614
Deferred tax asset, net	—			5,165		—		—			5,165
Total assets	$	378,548		$	406,257	$	89,372	$	(414,633	)	$	459,544		$	343,638	$	336,484	$	54,105	$	(355,864)	$	378,363
Liabilities and Stockholders’ Equity
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued liabilities	$	—		$	35,612	$	11,012	$	(12,008	)	$	34,616		$	—	$	40,208	$	428	$	(3,634)	$	37,002
Money orders payable	—			10,486		747		—			11,233				—		8,209		—		—		8,209
Accrued interest	6,420			6		1,849		(1,568		)	6,707				4,517		10		2,939		(2,739)		4,727
Current portion of capital lease obligation	—			1,447		120		—			1,567				—		1,155		—		—		1,155
Current portion of related party Florida seller notes	—			—		10,097		—			10,097
Current portion of lines of credit															—		2,236		—		—		2,236
Current portion of subsidiary note payable	—			211		—		—			211				—		112		7,295		—		7,407
CCFI funding notes	—			—		5,353		(5,353		)	—				—		—		5,853		(5,853)		—
Deferred revenue	—			3,154		—		—			3,154				—		2,753		—		—		2,753
Total current liabilities	6,420			50,916		29,178		(18,929		)	67,585				4,517		54,683		16,515		(12,226)		63,489
Noncurrent Liabilities
Accrued liabilities	—			—		—		—			—
Lease termination payable	—			1,266		56		—			1,322				—		1,066		—		—		1,066
Capital lease obligation	—			1,430		55		—			1,485				—		292		—		—		292
Stock repurchase obligation	—			—		3,130		—			3,130
Lines of credit	26,625			—		—		—			26,625				29,840		—		—		—		29,840
Subsidiary note payable	—			931		34,575		—			35,506				—		1,934		39,407		—		41,341
Senior secured notes	347,913			—		—		—			347,913				246,929		—		—		—		246,929
Deferred revenue															—		10,055		—		—		10,055
Deferred tax liability																	9,675		—		—		9,675
Total liabilities	380,958			54,543		66,994		(18,929		)	483,566				281,286		77,705		55,922		(12,226)		402,687
Stockholders’ Equity (Deficit)	(2,410		)	351,714		22,378		(395,704		)	(24,022		)
Total liabilities and stockholders’ equity	$	378,548		$	406,257	$	89,372	$	(414,633	)	$	459,544
Stockholders' Equity (Deficit)															62,352		258,779		(1,817)		(343,638)		(24,324)
Total liabilities and stockholders' equity														$	343,638	$	336,484	$	54,105	$	(355,864)	$	378,363

Table of Contents

Community Choice Financial Inc. and Subsidiaries

Condensed Consolidating Statements of Income (unaudited)

~~Six~~Three Months Ended ~~June 30, 2016~~March 31, 2017


	Community			Guarantor			Non-Guarantor								Community		Guarantor		Non‑Guarantor
	Choice Financial			Subsidiaries			Subsidiaries		Eliminations			Consolidated			Choice Financial		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Revenues:
Finance receivable fees	$	—		$	93,282		$	28,554	$	—		$	121,836		$	—	$	39,830	$	9,221	$	—	$	49,051
Credit service fees	—			43,273			—		—			43,273				—		18,139		—		—		18,139
Check cashing fees	—			24,785			545		—			25,330				—		12,126		—		—		12,126
Card fees	—			4,150			38		—			4,188				—		2,007		—		—		2,007
Dividend	—			3,000			—		(3,000		)	—				—		3,000		—		(3,000)		—
Other	—			11,541			297		(579		)	11,259				—		4,275		49		(295)		4,029
Total revenues	—			180,031			29,434		(3,579		)	205,886				—		79,377		9,270		(3,295)		85,352

Operating expenses:
Salaries and benefits	—			34,735			613		—			35,348
Salaries																—		17,273		—		—		17,273
Provision for loan losses	—			39,337			17,410		—			56,747				—		16,458		3,082		—		19,540
Occupancy	—			12,998			251		(11		)	13,238				—		6,629		—		—		6,629
Advertising and marketing	—			5,213			4		—			5,217				—		814		—		—		814
Lease termination	—			1,097			4		—			1,101
Lease termination costs																—		47		—		—		47
Depreciation and amortization	—			5,196			78		—			5,274				—		2,538		—		—		2,538
Other	—			27,436			500		—			27,936				—		11,914		1		—		11,915
Total operating expenses	—			126,012			18,860		(11		)	144,861				—		55,673		3,083		—		58,756
Operating gross profit	—			54,019			10,574		(3,568		)	61,025				—		23,704		6,187		(3,295)		26,596

Corporate expenses	—			44,061			325		—			44,386				—		20,095		91		—		20,186
Intercompany management fee	—			(1,381		)	1,381		—			—				—		(427)		427		—		—
Lease termination costs																—		1,762		—		—		1,762
Depreciation and amortization	—			2,423			8		—			2,431				—		1,309		—		—		1,309
Interest expense, net	17,996			442			4,440		(568		)	22,310				9,023		195		2,448		(295)		11,371
Interest expense allocation	(17,996		)	17,996			—		—			—				(9,023)		9,023		—		—		—
Loss on sale of subsidiary	—			1,569			—		—			1,569
Gain on debt extinguishment	(62,852		)	—			—		—			(62,852		)
Total corporate and other expenses	(62,852		)	65,110			6,154		(568		)	7,844				—		31,957		2,966		(295)		34,628
Income (loss) before income taxes	62,852			(11,091		)	4,420		(3,000		)	53,181				—		(8,253)		3,221		(3,000)		(8,032)
Provision (benefit) for income taxes	7,469			(1,318		)	525		(356		)	6,320				—		342		(134)		125		333
Net income (loss)	$	55,383		$	(9,773	)	$	3,895	$	(2,644	)	$	46,861		$	—	$	(8,595)	$	3,355	$	(3,125)	$	(8,365)

Table of Contents

Community Choice Financial Inc. and Subsidiaries

Condensed Consolidating Statements of Income (unaudited)

~~Six~~Three Months Ended ~~June 30, 2015~~March 31, 2016


	Community			Guarantor			Non-Guarantor								Community		Guarantor		Non‑Guarantor
	Choice Financial			Subsidiaries			Subsidiaries		Eliminations			Consolidated			Choice Financial		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Revenues:
Finance receivable fees	$	—		$	124,451		$	38,578	$	—		$	163,029		$	—	$	49,887	$	13,997	$	—	$	63,884
Credit service fees	—			52,934			—		—			52,934				—		22,103		—		—		22,103
Check cashing fees	—			30,893			7,145		(4,600		)	33,438				—		12,810		545		—		13,355
Card fees	—			4,213			270		—			4,483				—		2,110		38		—		2,148
Dividend	—			10,000			—		(10,000		)	—				—		3,000		—		(3,000)		—
Other	—			13,087			1,616		(1,889		)	12,814				—		6,157		191		(281)		6,067
Total revenues	—			235,578			47,609		(16,489		)	266,698				—		96,067		14,771		(3,281)		107,557

Operating expenses:
Salaries and benefits	—			37,740			3,396		—			41,136
Salaries																—		17,666		613		—		18,279
Provision for loan losses	—			72,065			19,761		—			91,826				—		19,851		6,624		—		26,475
Occupancy	—			13,531			1,765		—			15,296				—		6,420		251		(11)		6,660
Advertising and marketing	—			13,099			441		(1,237		)	12,303				—		2,674		4		—		2,678
Lease termination costs	—			788			38		—			826
Depreciation and amortization	—			4,405			479		—			4,884				—		2,656		78		—		2,734
Other	—			31,235			2,202		(4,600		)	28,837				—		12,123		489		—		12,612
Total operating expenses	—			172,863			28,082		(5,837		)	195,108				—		61,390		8,059		(11)		69,438
Operating gross profit	—			62,715			19,527		(10,652		)	71,590				—		34,677		6,712		(3,270)		38,119

Corporate expenses	—			41,711			931		(121		)	42,521				—		21,336		249		—		21,585
Intercompany management fee	—			(1,794		)	1,794		—			—				—		(683)		683		—		—
Depreciation and amortization	—			2,390			420		—			2,810				—		1,201		8		—		1,209
Interest expense, net	25,239			949			3,702		(531		)	29,359				9,473		228		2,032		(270)		11,463
Interest expense allocation	(25,239		)	23,878			1,361		—			—				(9,473)		9,473		—		—		—
Market value of stock repurchase obligation	—			—			1,010		—			1,010
Loss on sale of subsidiary																—		1,569		—		—		1,569
Gain on debt extinguishment																(62,852)		—		—		—		(62,852)
Total corporate and other expenses	—			67,134			9,218		(652		)	75,700				(62,852)		33,124		2,972		(270)		(27,026)
Income (loss) before income taxes	—			(4,419		)	10,309		(10,000		)	(4,110		)
Provision (benefit) for income taxes	—			(1,763		)	4,111		(3,987		)	(1,639		)
Net income (loss)	$	—		$	(2,656	)	$	6,198	$	(6,013	)	$	(2,471	)
Income before income taxes																62,852		1,553		3,740		(3,000)		65,145
Provision for income taxes																9,015		223		536		(430)		9,344
Net income															$	53,837	$	1,330	$	3,204	$	(2,570)	$	55,801

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Community Choice Financial Inc. and Subsidiaries

Condensed Consolidating Statement of Cash Flows (unaudited)

~~Six~~Three Months Ended ~~June 30, 2016~~March 31, 2017

Community

Guarantor

Non-Guarantor

Choice Financial

Subsidiaries

Subsidiaries

Consolidated

Net cash provided by operating activities

$
30,283

$
3,252

$
20,739

$
54,274

Cash flows from investing activities

Net receivables originated

—

(20,100
)
(21,958
)
(42,058
)
Net acquired assets, net of cash

—

(296
)
—

(296
)
Purchase of leasehold improvements and equipment

—

(4,895
)
(9
)
(4,904
)
Net cash used in investing activities

—

(25,291
)
(21,967
)
(47,258
)
Cash flows from financing activities

Repurchase of senior secured notes

(36,437
)
—

—

(36,437
)
Proceeds from subsidiary note

—

1,165

12,600

13,765

Payments on subsidiary note

—

(192
)
—

(192
)
Proceeds on CCFI Funding Notes

—

(500
)
500

—

Payments on capital lease obligations

—

(707
)
(10
)
(717
)
Proceeds on lines of credit

4,500

2,250

—

6,750

Debt issuance costs

1,654

(46
)
(986
)
622

Net cash provided by (used in) financing activities

(30,283
)
1,970

12,104

(16,209
)
Net increase in cash and cash equivalents

—

(20,069
)
10,876

(9,193
)
Cash and cash equivalents:

Beginning

—

69,986

28,955

98,941

Ending

$
—

$
49,917

$
39,831

$
89,748


	Community		Guarantor		Non‑Guarantor
	Choice Financial		Subsidiaries		Subsidiaries		Consolidated

Net cash provided by operating activities	$	—	$	15,621	$	6,079	$	21,700
Cash flows from investing activities
Net receivables originated		—		(5,830)		3,109		(2,721)
Purchase of leasehold improvements and equipment		—		(1,001)		—		(1,001)
Net cash provided by (used in) investing activities		—		(6,831)		3,109		(3,722)
Cash flows from financing activities
Payments on subsidiary note		—		(29)		—		(29)
Payments on capital lease obligations		—		(248)		—		(248)
Proceeds on lines of credit		—		(2,250)		—		(2,250)
Net cash used in financing activities		—		(2,527)		—		(2,527)
Net increase in cash and cash equivalents		—		6,263		9,188		15,451
Cash and cash equivalents:
Beginning		—		71,777		34,556		106,333
Ending	$	—	$	78,040	$	43,744	$	121,784

Table of Contents

Community Choice Financial Inc. and Subsidiaries

Condensed Consolidating Statement of Cash Flows (unaudited)

~~Six~~Three Months Ended ~~June 30, 2015~~March 31, 2016

Community

Guarantor

Non-Guarantor

Choice Financial

Subsidiaries

Subsidiaries

Consolidated

Net cash provided by operating activities

$
1,157

$
61,545

$
34,575

$
97,277

Cash flows from investing activities

Net receivables originated

—

(64,021
)
(17,459
)
(81,480
)
Net acquired assets, net of cash

—

(810
)
—

(810
)
Purchase of leasehold improvements and equipment

—

(11,114
)
(510
)
(11,624
)
Net cash used in investing activities

—

(75,945
)
(17,969
)
(93,914
)
Cash flows from financing activities

Proceeds from subsidiary note

—

—

2,400

2,400

Payments on subsidiary note

—

(200
)
—

(200
)
Payments on related party Florida seller notes

—

—

(1,500
)
(1,500
)
Payments on capital lease obligations, net

—

(946
)
(52
)
(998
)
Proceeds from lines of credit

31,700

—

—

31,700

Intercompany activities

(31,985
)
31,985

—

—

Debt issuance costs

(872
)
(144
)
(68
)
(1,084
)
Net cash provided by (used in) financing activities

(1,157
)
30,695

780

30,318

Net increase in cash and cash equivalents

—

16,295

17,386

33,681

Cash and cash equivalents:

Beginning

—

63,372

14,362

77,734

Ending

$
—

$
79,667

$
31,748

$
111,415


	Community		Guarantor		Non‑Guarantor
	Choice Financial		Subsidiaries		Subsidiaries		Consolidated

Net cash provided by (used in) operating activities	$	30,283	$	(2,101)	$	7,485	$	35,667
Cash flows from investing activities
Net receivables originated		—		6,098		(12,447)		(6,349)
Purchase of leasehold improvements and equipment		—		(1,739)		—		(1,739)
Net cash provided by (used in) investing activities		—		4,359		(12,447)		(8,088)
Cash flows from financing activities
Proceeds from subsidiary note		—		—		7,400		7,400
Repurchase of senior secured notes		(36,437)		—		—		(36,437)
Payments on subsidiary note		—		(14)		—		(14)
Proceeds on CCFI Funding Notes		—		(500)		500		—
Payments on capital lease obligations, net		—		(265)		(10)		(275)
Proceeds on lines of credit		4,500		5,500		—		10,000
Debt issuance costs		1,654		(25)		(164)		1,465
Net cash provided by (used in) financing activities		(30,283)		4,696		7,726		(17,861)
Net increase in cash and cash equivalents		—		6,954		2,764		9,718
Cash and cash equivalents:
Beginning		—		69,986		28,955		98,941
Ending	$	—	$	76,940	$	31,719	$	108,659

~~Note 18. Subsequent Events~~

~~On June 30, 2016, Community Choice Financial Inc.’s indirect subsidiaries, Checksmart Financial Company, Cash Central~~Note 16. Subsequent Event

In April 2017, the Company’s non-guarantor and unrestricted subsidiary amended and restated its existing $40,000 note to increase the borrowing capacity up to $55,000. The $55,000 note has a maturity date of ~~Mississippi, LLC, Buckeye Check Cashing~~January 2019 and an interest rate of Alabama, LLC, Buckeye Check Cashing of Arizona, Inc., and Buckeye Check Cashing, Inc., entered into a swap transaction with QC Holdings, Inc., and QC Financial Services, Inc. (collectively “QC”)16.75%. ~~As part of~~The proceeds from the transaction, the Company acquired QC Financial Services of California, Inc., which operates sixty retail locations, and thirty-eight retail locations in Ohio, Mississippi, Arizona and Alabama from QC. These new storesamended note will be ~~accounted for by us as an acquisition. Also as part~~used to acquire loans from guarantor subsidiaries. In connection with the amendment, the other non-guarantor and unrestricted subsidiary’s $7,300 note was satisfied in full.

Table of the transaction, the Company sold to QC, Buckeye Check Cashing of Illinois LLC, Buckeye Check Cashing of Kansas LLC, Buckeye Title Loans of Kansas LLC, Buckeye Check Cashing of Missouri LLC, Buckeye Title Loans of Missouri LLC, Buckeye Check Cashing of Utah, Inc., and Buckeye Title Loans of Utah LLC, and the thirty-three retail locations operated by these entities.Contents

Other than the transfer of the equity interests and assets, the transaction did not provide for the payment or receipt of any other consideration by the Company or by QC, other than customary post-closing adjustments. In entering into the transaction, the Company and QC each concluded that the net value of the equity interests and other assets received by QC are substantially equal to the net value of the equity interests and other assets received by the Company. The carrying value of the assets acquired by QC from the Company was $28,035. The transaction was consummated effective at 12:01:00 a.m. on July 1, 2016.

~~The fair market value of the assets acquired or disposed of has not yet been determined. Please see the Form 8-K filed with the Securities and Exchange Commission on July 7, 2016 for more details.~~

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains management’s discussion and analysis of Community Choice Financial Inc’s financial condition and results of operations. References to “CCFI”, “the company”, “us”, “we”, “our” and “ours” refer to Community Choice Financial Inc, together with its subsidiaries. This discussion contains forward-looking statements and involves numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 (“Act”) provides a safe harbor for forward-looking statements. Certain statements in this report are forward-looking statements within the meaning of the Act, and such statements are intended to qualify for the protection of the safe harbor provided by the Act. The words “anticipate,” “estimate,” “expect,” “objective,” “goal,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook,” and similar expressions generally identify forward-looking statements. Similarly, descriptions of our objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected revenues, earnings, capital expenditures and business strategy. Forward-looking statements are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Forward-looking statements are and will be based upon management’s then current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Although we believe the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of our knowledge, forward-looking statements, by their nature, involve risks, uncertainties and other factors, any one or a combination of which could materially affect our business, financial condition, results of operations or liquidity.

Forward-looking statements that we make herein and in other reports and releases are not guarantees of future performance and actual results may differ materially from those discussed in such forward-looking statements as a result of various factors, including, but not limited to, the ongoing impact of the economic and credit crisis, leveling demand for our products, our inability to successfully execute strategic initiatives, our ability to recognize the expected benefits from recently undertaken strategic initiatives, including those described under ~~“-Factors~~“Factors Affecting Our Results of Operations—~~Recent~~ Strategic Initiatives,” integration of acquired businesses, competitive pressures, economic pressures on our customers and us, regulatory and legislative changes, the impact of legislation, the risks discussed under Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2016, and other factors discussed from time to time. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update forward-looking statements whether as a result of new information, future events or otherwise.

Readers are advised, however, to consult any further disclosures we make on related subjects in our public announcements, releases, and reports.

Overview

We are a leading provider of alternative financial services to unbanked and under banked consumers. We provide our customers a variety of financial products and services, including short-term and medium-term consumer loans, check cashing, prepaid debit cards, and other services that address the specific needs of our customers. Through our retail focused business model, we provide our customers immediate access to high quality financial services at competitive rates through the channel most convenient for them. As of ~~June 30, 2016,~~March 31, 2017, we operated ~~466~~512 retail locations across 1512 states and were licensed to deliver similar financial services over the internet in ~~31 states via the internet.~~32 states.

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Our retail business model provides a broad array of financial products and services whether through a retail location or over the internet, whichever distribution channel satisfies the target customer’s needs or desires. We want to achieve a superior level of customer satisfaction, resulting in increased market penetration and value creation. An important part of our retail model is investing in and creating a premier brand presence, supported by a well-trained and motivated workforce with the aim of enhancing the customer’s experience, generating increased traffic and introducing our customers to our diversified set of products.

Factors Affecting Our Results of Operations

~~Sale~~Closure of ~~Subsidiary~~Utah Facility

OnIn February ~~1, 2016, BCC Florida, a wholly-owned subsidiary of~~2017, the Company ~~completed~~closed the ~~sale of the membership interests of Florida II to Buckeye Check Cashing of Florida III, LLC (“Buyer”). Florida II operated 43 stores~~Utah office that had been acquired in the ~~south Florida market at the transaction date and was part of~~DFS acquisition. All call center operations have been fully integrated in to the Company’s ~~Retail financial service operating segment. Florida II was an unrestricted subsidiary under~~primary headquarters in Dublin, Ohio. During the ~~Company’s outstanding senior secured debt instruments.~~three months ended March 31, 2017, the Company incurred $2.6 million in closure costs consisting of $1.8 million in lease termination expenses and $0.8 million in loss on disposal of assets; however, the Company may, in subsequent periods, recognize cost savings from consolidating the corporate operations.

In connection with the sale, the Company had provided the Buyer with a short-term $6.0 million line of credit, substantially all of which was drawn by the Buyer as part of, or concurrent with, the sale. As a result of uncertainties associated with repayment of the line of credit, the Company also recognized a $3.0 million loan loss reserve that has been included in the loss on sale of Florida II. As described below, the line of credit is no longer available as of May 2016.

~~Recent Acquisition~~

~~On May 18, 2016, BCC Florida, a wholly-owned subsidiary of CCFI, acquired five south Florida retail locations, previously owned by Florida II, from the subsequent purchaser of Florida II.~~

BCC Florida agreed to accept the assets of the five retail locations in exchange for satisfying the Buyer’s remaining obligation of the line of credit, net of loan loss reserve, from the sale of Florida II. The transaction resulted in a pre-tax gain of $0.3 million which is which is included with corporate expenses on the consolidated statement of operations.

Retail Platform

During the ~~six~~three months ended ~~June 30, 2016,~~March 31, 2017, the Company ~~re-acquired five~~closed six retail ~~locations, closed twenty-one retail locations, and sold forty-three retail~~ locations. ~~The closed or sold retail locations had direct costs of $20.7 million for the prior twelve months.~~

The chart below sets forth certain information regarding our retail presence and number of states served via the internet as of and for the year ended December 31, ~~2015,~~2016, and the ~~six~~three months ended ~~June 30, 2016.~~March 31, 2017.


		Six Months			Three Months
	Year Ended	Ended		Year Ended	Ended
	December 31	June 30,		December 31,	March 31,
	2015	2016		2016	2017
# of Locations				��
Beginning of Period	530	525		525	518
Acquired (a)				120	—
Opened	31	—		—	—
Re-acquired	—	5
Sold(a)				76	6
Closed	36	21		51	—
Sold(a)	—	43
End of Period	525	466		518	512

Number of states licensed to be served by our internet operations	30	31
Number of states served by our internet operations				32	32

(a) Amounts include the 98 locations acquired and 33 locations sold as part of the swap transaction with QC Holdings in 2016, which we refer to as the QC transaction.			(a) Amounts include the 98 locations acquired and 33 locations sold as part of the swap transaction with QC Holdings in 2016, which we refer to as the QC transaction.

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The following table provides the geographic composition of our physical locations as of December 31, ~~2015,~~2016, and ~~June 30, 2016:~~March 31, 2017:


	December 31,	June 30,	December 31,	March 31,
	2015	2016	2016	2017
Alabama	42	39	46	46
Arizona	33	33	38	38
California	149	143	191	188
Florida	61	19	16	16
Indiana	21	21	21	21
Illinois	12	12
Kansas	5	5
Kentucky	15	15	15	15
Michigan	14	14	14	14
Missouri	7	7
Mississippi			24	21
Ohio	95	91	99	99
Oregon	2	2	2	2
Tennessee	27	25	25	25
Utah	10	9
Virginia	32	31	27	27
	525	466	518	512

In addition, the Company is licensed to provide internet financial services in the following states: Alabama, Alaska, California, Delaware, Florida, Hawaii, Idaho, Illinois, Indiana, Kansas, Louisiana, Maine, Maryland, Minnesota, Mississippi, Missouri, Nevada, New Mexico, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia, Washington, Wisconsin, and Wyoming. ~~In the third quarter of 2015, the Company ceased all international operations in order to focus on its domestic operations.~~

Changes in Legislation

InOn July 21, 2010, the Dodd-Frank Act was signed into law. Among other things, this act created the Consumer Financial Protection Bureau (“CFPB”) and granted it the authority to regulate companies that provide consumer financial services. The CFPB has examined both our retail and internet operations. ~~We do not expect the~~Tthe findings from these exams todid not result in aany material change to our business practices. We expect to be periodically examined in the future by the CFPB as well as other regulatory agencies. On June 2, 2016, the CFPB released its proposed rules addressing payday, vehicle title and certain high-cost installment loans. The CFPB ~~will accept~~accepted comments on the proposed rules through October 7, 2016. The CFPB proposal anticipates that the final rules will become effective fifteen months after publication in the Federal Register. When publication will occur in the Federal Register will be determined by the number and substance of the comments that the CFPB ~~receives~~received on the proposed ~~rules, but~~rules. At this time, we ~~expect that~~are unable to predict what the final version of these rules will be ~~effective in late 2017~~ or ~~in 2018.~~their impact on our business.

Product Characteristics and Mix

As the Company expands its product offerings to meet our customers’ needs, the characteristics of our overall loan portfolio shift to reflect the terms of these new products. Our various lending products have different terms. ~~The shift to a CSO program in certain markets has reduced our portfolios and may result in changes to the accrual for third party lender losses.~~ We believe that our prepaid debit card direct deposit offering has reduced our check cashing fees, however, the availability of direct deposit to the Insight prepaid card as an alternative to check cashing extends the customer relationship and ~~increases~~has increased our revenues associated with the Insight prepaid card.

Expenses

Our operating expenses relate primarily to the operation of our retail locations and internet presence, including salaries and benefits, retail location occupancy costs, call center costs, ~~internet~~ advertising, loan loss provisions, and depreciation of assets. We also incur corporate and other expenses on a company-wide basis, including interest expense and other financing costs related to our indebtedness, ~~advertising,~~ insurance, salaries, benefits, occupancy costs, professional expenses and management fees paid to our majority stockholders.

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We view our compliance, collections and information technology groups as core competencies. We have invested in each of these areas and believe we will benefit from increased economies of scale and satisfy the increased regulatory scrutiny of the CFPB.

~~Recent~~ Strategic Initiatives

On June 2, 2016, the CFPB released its proposed rules addressing payday, vehicle title and certain high-cost installment loans, which the Company expects to be final in late ~~2017~~2018 or in ~~2018.~~early 2019. In anticipation ~~of the effectiveness~~ of these rules, the Company enacted several strategic initiatives ~~during the second half~~focused on consolidating underperforming locations, rationalizing headcount, expenses, and portfolios. The objectives of 2015. These strategic initiatives include a reduction in new retail location openings and consolidation of underperforming retail locations, along with a heightened focus on expense and portfolio rationalization. Operating labor costs decreased as a result of the retail consolidation, workforce reductions, and reduced operating hours. The Company also slowed the growth of its portfolios during the second half of 2015. Through the first half of 2016, we continued to see improving trends in portfolio performance. We expect that benefits from these strategic initiatives along with ongoing investments in compliance, risk, and information technology is to ~~continue.~~position the Company for maximum value post the effective date of the CFPB rules when they are ultimately promulgated.

Critical Accounting Policies

Consistent with accounting principles generally accepted in the United States of America, our management makes certain estimates and assumptions to determine the reported amounts of assets, liabilities, revenue and expenses in the process of preparing our financial statements. These estimates and assumptions are based on the best information available to management at the time the estimates or assumptions are made. The most significant estimates made by our management include allowance for loan losses, goodwill, stock based compensation, and our determination for recording the amount of deferred income tax assets and liabilities, because these estimates and assumptions could change materially as a result of conditions both within and beyond management’s control.

Management believes that among our significant accounting policies, the following involve a higher degree of judgment:

Finance Receivables, Net

Finance receivables consist of short-term and medium-term consumer loans.

Short-term consumer loans can be unsecured or secured with a maturity up to ninety days. Unsecured short-term products typically range in size from $100 to $1,000, with a maturity between fourteen and thirty days, and an agreement to defer the presentment of the customer’s personal check or preauthorized debit for the aggregate amount of the advance plus fees. This form of lending is based on applicable laws and regulations which vary by state. Statutes vary from charging fees of 15% to 20%, to charging interest at 25% per annum plus origination fees. The customers repay the cash advances by making cash payments or allowing the check or preauthorized debit to be presented. Secured short-term products typically range from $750 to $5,000, and are asset-based consumer loans whereby the customer obtains cash and grants a security interest in the collateral that may become a lien against that collateral. Secured consumer loans represented ~~17.7%~~18.2% and ~~17.8%~~17.4% of short-term consumer loans at December 31, ~~2015~~2016, and ~~June 30, 2016,~~March 31, 2017, respectively.

Medium-term consumer loans can be unsecured or secured with a maturity of three months up to thirty-six months. Unsecured medium-term products typically range from $100 to $5,000. These consumer loans vary in structure depending upon the regulatory environment where they are offered. The consumer loans are due in installments or provide for a line of credit with periodic monthly payments. Secured medium-term products typically range from $750 to $5,000, and are asset-based consumer loans whereby the customer obtains cash and grants a security interest in the collateral that may become a lien against that collateral. Secured consumer loans represented ~~13.7%~~10.2% and ~~13.2%~~10.1% of medium-term consumer loans at December 31, ~~2015,~~2016, and ~~June 30, 2016,~~March 31, 2017, respectively.

In some instances, the Company maintains debt-purchasing arrangements with third-party lenders. The Company accrues for these obligations through management’s estimation of anticipated purchases based on expected losses in the third-party lender’s portfolio. This obligation is recorded as a current liability on our balance sheet.

Total finance receivables, net of unearned advance fees and allowance for loan losses on the consolidated balance sheet as of December 31, ~~2015,~~2016, and ~~June 30, 2016,~~March 31, 2017, were ~~$128.5~~$93.8 million and ~~$109.2~~$77.0 million, respectively. The

Table of Contents

allowance for loan losses as of December 31, ~~2015,~~2016, and ~~June 30, 2016,~~March 31, 2017, were ~~$23.9~~$16.2 million and ~~$18.3~~$13.0 million, respectively. At December 31, ~~2015,~~2016, and ~~June 30, 2016,~~March 31, 2017, the allowance for loan losses was ~~15.7%~~14.7% and 14.4%, respectively, of total finance receivables, net of unearned advance ~~fees, reflecting a higher mix of medium-term loans, which have higher allowances for loan losses.~~fees.

Finance receivables, net as of December 31, ~~2015,~~2016, and ~~June 30, 2016,~~March 31, 2017, are as follows (in thousands):

December 31,

June 30,

2015

2016

Finance receivables, net of unearned advance fees

$
152,393

$
127,527

Less: Allowance for loan losses

23,892

18,302

Finance receivables, net

$
128,501

$
109,225


	December 31,		March 31,
	2016		2017
Finance Receivables, net of unearned advance fees	$	110,038	$	90,043
Less: Allowance for loan losses		16,219		13,009
Finance Receivables, Net	$	93,819	$	77,034

The total changes to the allowance for loan losses for the three months ended ~~June 30, 2015 and~~March 31, 2016 and ~~the six months ended June 30, 2015 and 2016,~~2017 were as follows (in thousands):

Three Months Ended

Six Months Ended

June 30,

June 30,

2015

2016

2015

2016

Allowance for loan losses

Beginning of period

$
25,758

$
19,282

$
30,363

$
23,892

Provisions for finance receivable losses

40,279

21,325

69,959

41,034

Charge-offs, net

(36,754
)
(22,305
)
(71,039
)
(46,624
)
End of period

$
29,283

$
18,302

$
29,283

$
18,302

Allowance as percentage of finance receivables, net of unearned advance fees

16.4
%
14.4
%
16.4
%
14.4
%


	Three Months Ended March 31,
	2016		2017
Allowance for loan losses
Beginning of Period	$	23,892	$	16,219
Provisions for loan losses		19,709		13,654
Charge-offs, net		(24,319)		(16,864)
End of Period	$	19,282	$	13,009
Allowance as a percentage of finance receivables, net of unearned advance fees		15.9%		14.4%

The provision for loan losses for the three months ended ~~June 30, 2015,~~March 31, 2016, and ~~2016~~2017 includes losses from returned items from check cashing of ~~$2.3~~$1.6 million and $1.4 million, respectively, and third party lender losses of ~~$9.4~~$5.2 million and ~~$7.5 million, respectively. The provision for loan losses for the six months ended June 30, 2015, and 2016 includes losses from returned items from check cashing of~~ $4.5 ~~million and $3.0 million, respectively, and third party lender losses of $17.3 million and $12.7~~ million, respectively.

Goodwill

Management evaluates all long-lived assets for impairment annually as of December 31, or whenever events or changes in business circumstances indicate an asset might be impaired, including goodwill and equity method investments. Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets at the date of the acquisition and the excess of purchase price over identified net assets acquired.

One of the methods that management employs in the review of such assets uses estimates of future cash flows. If the carrying value is considered impaired, an impairment charge is recorded for the amount by which the carrying value exceeds its fair value. For equity method investments, an impairment charge is recorded if the decline in value is other than temporary. Management believes that its estimates of future cash flows and fair value are reasonable. Changes in estimates of such cash flows and fair value, however, could impact the estimated value of such assets.

There was no impairment loss charged to operations for goodwill for the Retail ~~financial~~ services segment during the ~~six~~three months ended ~~June 30, 2015.~~March 31, 2016 and 2017.

Income Taxes

We record income taxes as applicable under generally accepted accounting standards. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded to reduce the deferred tax asset if it is more likely than not that some portion of the asset will not be realized.

As of December 31, ~~2015,~~2016, the Company ~~recorded~~had a ~~partial~~ valuation allowance on its ~~existing~~ deferred tax assets as it was more likely than not that approximately ~~$8.2~~$40.0 million of net deferred tax assets would not be realized in ~~2016.~~ the foreseeable future.

Table of Contents

Based on pre-tax ~~income~~loss of ~~$53.2~~$8.0 million for the ~~six~~three months ended ~~June 30, 2016~~March 31, 2017 and the projected reversal of temporary items, the Company ~~had support~~continues to ~~realize approximately $6.3 million of~~maintain a valuation allowance against its deferred tax assets. ~~After recording $3.7~~In addition, due to the tax amortization of goodwill during the three months ended March 31, 2017, the Company has additional book basis goodwill in excess of tax basis goodwill. As a result, the Company recorded $0.2 million of deferred tax expense ~~the Company~~and has ~~a remaining~~increased its deferred tax ~~asset of $1.4 million~~liabilities as of ~~June 30, 2016.~~March 31, 2017 to $9.9 million.

Primarily as a result of the acquisition of CheckSmart (our predecessor in 2006) and California Check Cashing Stores (which we acquired in 2011), by their respective private equity sponsors at the time, we benefit from the tax amortization of the goodwill resulting from those transactions. For tax purposes this goodwill amortizes over a 15-year period from the date of the acquisitions. We expect the goodwill amortization of $24.9 million to result in future tax savings of approximately $10.0 million at the expected combined rate of 40%. Under GAAP, our income tax expense for accounting purposes, however, does not reflect the impact of this deduction for the amortization of goodwill. This difference between our cash tax expense and our accrued income tax expense results in the creation of deferred income tax items on our balance sheet.

Non-Guarantor Subsidiaries and Unrestricted Subsidiaries

As described in more detail under Note 1715 to the unaudited financial statements for the ~~six months~~quarterly period ended ~~June 30, 2016, we had six non-guarantor subsidiaries. As of June 30, 2016,~~March 31, 2017, of the entities classified as “Non-Guarantor Subsidiaries”~~, Florida II,~~ as of March 31, 2017, CCFI Funding, and CCFI Funding II are “Unrestricted Subsidiaries” as defined in the indentures governing the 2019 notes and 2020 notes. ~~Florida II was acquired on July 31, 2012, and sold on February 1, 2016,~~ CCFI Funding was created on December 20, 2013, and CCFI Funding II was established on September 19, 2014. As of ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, these unrestricted subsidiaries had total assets of ~~$61.7~~$56.0 million and ~~$89.4~~$54.1 million and total liabilities of ~~$54.7~~$55.9 million and ~~$67.0~~$55.9 million, respectively. For the ~~six~~three months ended ~~June 30,~~March 31, 2017 and 2016, ~~and 2015,~~ they had total revenues of ~~$29.4~~$9.3 million and ~~$47.6~~$14.8 million, total operating expenses of ~~$18.9~~$3.1 million and ~~$28.1~~$8.1 million, and income before income taxes of ~~$4.4~~$3.2 million and ~~$10.3~~$3.7 million, respectively.

Florida II ~~is not included in the June 30, 2016, Balance Sheet as the entity~~ was sold on February 1, 2016, and is included in the Statement of Operations for only the month ended January 31, 2016.

The remainder of the entities included under “non-Guarantor Subsidiaries” are “Restricted Subsidiaries” as defined in the indentures governing the 2019 notes and the 2020 notes and dodid not have material assets, liabilities, revenue or ~~expenses.~~expenses during the period presented.

Table of Contents

Results of Operations

Three Months Ended ~~June 30, 2016,~~March 31, 2017, Compared to the Three Months Ended ~~June 30, 2015~~March 31, 2016

The following table sets forth key operating data for the three months ended ~~June 30, 2015~~March 31, 2016, and ~~2016~~2017 (dollars in thousands):


	Three Months Ended June 30,															Three Months Ended March 31,
	2015			2016			Increase (Decrease)					2015		2016		2016		2017		Increase (Decrease)				2016	2017
										(Percent)		(Percent of Revenue)										(Percent)		(Percent of Revenue)

Total Revenues	$	130,264		$	98,329		$	(31,935	)	(24.5	)%	100.0	%	100.0	%	$	107,557	$	85,352	$	(22,205)		(20.6%)	100.0%	100.0%
Operating Expenses
Salaries and benefits	20,575			17,069			(3,506		)	(17.0	)%	15.8	%	17.4	%
Salaries																	18,279		17,273		(1,006)		(5.5%)	17.0%	20.1%
Provision for losses	51,916			30,272			(21,644		)	(41.7	)%	39.9	%	30.8	%		26,475		19,540		(6,935)		(26.2%)	24.6%	22.9%
Occupancy	7,719			6,578			(1,141		)	(14.8	)%	5.9	%	6.7	%		6,660		6,629		(31)		(0.5%)	6.2%	7.7%
Advertising and marketing	7,501			2,539			(4,962		)	(66.2	)%	5.8	%	2.6	%		2,678		814		(1,864)		(69.6%)	2.5%	1.0%
Lease termination costs	826			1,101			275			33.3	%	0.6	%	1.1	%
Lease termination																	—		47		47		100.0%	—	0.1%
Depreciation and amortization	2,491			2,540			49			2.0	%	1.9	%	2.6	%		2,734		2,538		(196)		(7.2%)	2.5%	3.0%
Other operating expenses	14,793			15,324			531			3.6	%	11.3	%	15.5	%		12,612		11,915		(697)		(5.5%)	11.8%	14.0%
Total Operating Expenses	105,821			75,423			(30,398		)	(28.7	)%	81.2	%	76.7	%		69,438		58,756		(10,682)		(15.4%)	64.6%	68.8%
Income from Operations	24,443			22,906			(1,537		)	(6.3	)%	18.8	%	23.3	%		38,119		26,596		(11,523)		(30.2%)	35.4%	31.2%
Corporate and other expenses
Corporate expenses	21,458			22,617			1,159			5.4	%	16.5	%	23.1	%		21,404		20,024		(1,380)		(6.4%)	19.9%	23.5%
Lease termination costs																	—		1,762		1,762		100.0%	—	2.1%
Depreciation and amortization	1,395			1,222			(173		)	(12.4	)%	1.1	%	1.2	%		1,209		1,309		100		8.3%	1.1%	1.6%
Interest expense, net	15,151			10,847			(4,304		)	(28.4	)%	11.6	%	11.0	%		11,463		11,371		(92)		(0.8%)	10.7%	13.3%
Market value of stock repurchase obligation	1,020			—			(1,020		)	(100.0	)%	0.8	%	0.0	%
Income tax benefit	(5,911		)	(3,024		)	2,887			(48.8	)%	(4.5	)%	(3.1	)%
Loss on sale of subsidiaries																	1,569		—		(1,569)		(100.0%)	1.5%	—
Gain on debt extinguishment																	(62,852)		—		62,852		100.0%	(58.4%)	—
Income tax expense																	9,344		333		(9,011)		(96.4%)	8.6%	0.3%
Total corporate and other expenses	33,113			31,662			(1,451		)	(4.4	)%	25.4	%	32.2	%		(17,863)		34,799		52,662		(294.8%)	(16.6%)	40.8%
Net loss before management fee	(8,670		)	(8,756		)	(86		)	(1.0	)%	(6.7	)%	(8.9	)%
Sponsor Management Fee	244			184			(60		)	(24.6	)%	0.2	%	0.2	%
Net Loss	$	(8,914	)	$	(8,940	)	$	(26	)	(0.3	)%	(6.8	)%	(9.2	)%
Net income (loss) before management fee																	55,982		(8,203)		(64,185)		(114.7%)	52.0%	(9.6%)
Sponsor management fee																	181		162		(19)		(10.5%)	0.2%	0.2%
Net income (loss) after management fee																$	55,801	$	(8,365)	$	(64,166)	$	(115.0%)	51.8%	(9.8%)

Table of Contents

Operating Metrics

The following tables set forth key loan and check cashing operating data as of and for the three months ended ~~June 30, 2015~~March 31, 2016, and ~~2016:~~2017:

Three Months Ended

June 30,

2015

2016

Short-term Loan Operating Data (unaudited):

Loan volume (originations and refinancing) (in thousands)

$
359,189

$
251,644

Number of loan transactions (in thousands)

938

718

Average new loan size

$
383

$
350

Average fee per new loan

$
47.30

$
47.25

Loan loss provision

$
18,635

$
10,968

Loan loss provision as a percentage of loan volume

5.2
%
4.4
%
Secured loans as percentage of total at June 30th

16.2
%
17.8
%
Medium-term Loan Operating Data (unaudited):

Balance outstanding (in thousands)

$
94,989

$
65,210

Number of loans outstanding

70,664

52,262

Average balance outstanding

$
1,344

$
1,235

Weighted average monthly percentage rate

16.7
%
17.0
%
Allowance as a percentage of finance receivables

26.1
%
22.6
%
Loan loss provision

$
21,644

$
10,357

Secured loans as percentage of total at June 30th

12.3
%
13.2
%
Check Cashing Data (unaudited):

Face amount of checks cashed (in thousands)

$
671,098

$
526,263

Number of checks cashed (in thousands)

1,154

1,037

Face amount of average check

$
582

$
507

Average fee per check

$
14.09

$
11.54

Returned check expense

$
2,283

$
1,412

Returned check expense as a percent of face amount of checks cashed

0.3
%
0.3
%


	Three Months Ended
	March 31,
	2016		2017
Short-term Loan Operating Data (unaudited):
Loan volume (originations and refinancing) (in thousands)	$	267,498	$	235,263
Number of loan transactions (in thousands)		712		632
Average new loan size	$	376	$	372
Average fee per new loan	$	50.98	$	49.16
Loan loss provision	$	7,731	$	6,433
Loan loss provision as a percentage of loan volume		2.9%		2.7%
Secured loans as percentage of total at March 31st		18.9%		17.4%
Medium-term Loan Operating Data (unaudited):
Balance outstanding (in thousands)	$	65,138	$	41,185
Number of loans outstanding		53,155		36,819
Average balance outstanding	$	1,225	$	1,119
Weighted average monthly percentage rate		16.9%		16.5%
Allowance as a percentage of finance receivables		25.2%		27.1%
Loan loss provision	$	11,978	$	7,221
Secured loans as percentage of total at March 31st		13.4%		10.1%
Check Cashing Data (unaudited):
Face amount of checks cashed (in thousands)	$	564,098	$	465,856
Number of checks cashed (in thousands)		1,030		815
Face amount of average check	$	548	$	572
Average fee per check	$	12.97	$	14.88
Returned check expense	$	1,565	$	1,399
Returned check expense as a percent of face amount of checks cashed		0.3%		0.3%

Revenue


	Three Months Ended June 30,													Three Months Ended March 31,
(dollars in thousands)	2015		2016		Increase (Decrease)					2015		2016		2016		2017		Increase (Decrease)			2016	2017
								(Percent)		(Percent of Revenue)										(Percent)	(Percent of Revenue)

Short-term Consumer Loan Fees and Interest	$	44,347	$	33,946	$	(10,401	)	(23.5	)%	34.0	%	34.5	%	$	36,307	$	31,058	$	(5,249)	(14.5%)	33.8%	36.4%
Medium-term Consumer Loan Fees and Interest	36,063		24,006		(12,057		)	(33.4	)%	27.7	%	24.4	%		27,577		17,993		(9,584)	(34.8%)	25.6%	21.1%
Credit Service Fees	25,547		21,170		(4,377		)	(17.1	)%	19.6	%	21.5	%		22,103		18,139		(3,964)	(17.9%)	20.6%	21.3%
Check Cashing Fees	16,261		11,975		(4,286		)	(26.4	)%	12.5	%	12.2	%		13,355		12,126		(1,229)	(9.2%)	12.4%	14.2%
Prepaid Debit Card Services	2,191		2,040		(151		)	(6.9	)%	1.7	%	2.1	%		2,148		2,007		(141)	(6.6%)	2.0%	2.4%
Other Income	5,855		5,192		(663		)	(11.3	)%	4.5	%	5.3	%		6,067		4,029		(2,038)	(33.6%)	5.6%	4.6%
Total Revenue	$	130,264	$	98,329	$	(31,935	)	(24.5	)%	100.0	%	100.0	%	$	107,557	$	85,352	$	(22,205)	(20.6%)	100.0%	100.0%

For the three months ended ~~June 30, 2016,~~March 31, 2017, total revenue decreased ~~by $31.9~~$22.2 million, or ~~24.5%~~20.6%, compared to the same period in ~~2015.~~2016. The decrease is primarily due to a heightened focus on portfolio performance including more restrictive underwriting standards, the ~~consolidation of underperforming stores in the second half of 2015, and the~~ sale of Florida ~~II.~~II, as well as the loss of revenue attributed to the entities divested in the QC transaction in the prior year.

Revenue from short-term consumer loan fees and interest for the three months ended ~~June 30, 2016,~~March 31, 2017, decreased ~~$10.4~~$5.2 million, or ~~23.5%~~14.5%, but increased as a percentage of total revenue from 33.8% to 36.4% compared to the same period in ~~2015.~~2016. The decrease in revenue is primarily due to the ~~consolidation of underperforming retail locations, the~~ sale of Florida II, inand the ~~first quarter of 2016, and~~ changes to ~~the~~ regulations and products offered in a certain ~~market.~~market in the prior year.

Table of Contents

Revenue from medium-term consumer loans for the three months ended ~~June 30, 2016,~~March 31, 2017, decreased ~~$12.1~~$9.6 million, or ~~33.4%~~34.8%, compared to the same period in ~~2015.~~2016. The decrease is primarily due to ~~the expansion of the internet installment portfolio during the~~ ~~first half of 2015 and~~ a heightened focus on on-line portfolio performance ~~which began~~and rationalization resulting in ~~the second half of 2015 and continued through the first half of 2016.~~more restrictive underwriting standards.

Revenue from credit service fees for the three months ended ~~June 30, 2016,~~March 31, 2017, decreased ~~$4.4~~$4.0 million, or ~~17.1%~~17.9%, but increased as a percentage of total revenue from 20.6% to 21.3%, compared to the same period in ~~2015.~~2016. Credit service fee revenue decreased as the result of a strategic emphasis on portfolio performance ~~during the second half of 2015~~ and ~~in the first half of 2016.~~rationalization.

Revenue from check cashing fees for the three months ended ~~June 30, 2016,~~March 31, 2017, decreased ~~$4.3~~$1.2 million, or ~~26.4%~~9.2%, but increased as a percentage of total revenue from 12.4% to 14.2%, compared to the same period in ~~2015.~~2016. The decrease is primarily due to the sale of Florida II and the entities divested in the ~~first quarter of 2016.~~QC transaction in the prior year.

~~Operating Expenses~~

Three Months Ended June 30,

(dollars in thousands)

2015

2016

Increase (Decrease)

2015

2016

(Percent)

(Percent of Revenue)

Salaries and Benefits

$
20,575

$
17,069

$
(3,506
)
(17.0
)%
15.8
%
17.4
%
Provision for Loan Losses

51,916

30,272

(21,644
)
(41.7
)%
39.9
%
30.8
%
Occupancy

7,719

6,578

(1,141
)
(14.8
)%
5.9
%
6.7
%
Depreciation & Amortization

2,491

2,540

49

2.0
%
1.9
%
2.6
%
Advertising & Marketing

7,501

2,539

(4,962
)
(66.2
)%
5.8
%
2.6
%
Lease termination costs

826

1,101

275

33.3
%
0.6
%
1.1
%
Bank Charges

1,408

1,321

(87
)
(6.2
)%
1.1
%
1.3
%
Store Supplies

734

465

(269
)
(36.6
)%
0.6
%
0.5
%
Collection Expenses

764

680

(84
)
(11.0
)%
0.6
%
0.7
%
Telecommunications

1,709

2,435

726

42.5
%
1.3
%
2.5
%
Security

830

633

(197
)
(23.7
)%
0.6
%
0.6
%
License & Other Taxes

414

375

(39
)
(9.4
)%
0.3
%
0.4
%
Other Operating Expenses

8,934

9,415

481

5.4
%
6.8
%
9.5
%
Total Operating Expenses

105,821

75,423

(30,398
)
(28.7
)%
81.2
%
76.7
%
Income from Operations

$
24,443

$
22,906

$
(1,537
)
(6.3
)%
18.8
%
23.3
%

~~Total operating expenses have decreased as a percentage of revenue~~Revenue from ~~81.2% to 76.7% and~~other income ~~from operations has increased as a percentage of revenue from 18.8% to 23.3%~~ for the three months ended ~~June 30, 2016 as~~March 31, 2017, decreased $2.0 million, or 33.6%, compared to the same period in ~~the prior year,~~2016. The decrease is primarily athe result of our heightened underwriting standards improving the ~~benefit~~credit quality of ~~more restrictive underwriting, the closure of underperforming retail locations in the second half of 2015,~~our loan portfolios and ~~the sale of Florida II.~~decreasing our collections-related fees.

~~Salaries and benefits~~

Operating Expenses


	Three Months Ended March 31,
(dollars in thousands)	2016		2017		Increase (Decrease)			2016	2017
							(Percent)	(Percent of Revenue)

Salaries	$	18,279	$	17,273	$	(1,006)	(5.5%)	17.0%	20.1%
Provision for Loan Losses		26,475		19,540		(6,935)	(26.2%)	24.6%	22.9%
Occupancy		6,660		6,629		(31)	(0.5%)	6.2%	7.7%
Depreciation & Amortization		2,734		2,538		(196)	(7.2%)	2.5%	3.0%
Advertising & Marketing		2,678		814		(1,864)	(69.6%)	2.5%	1.0%
Bank Charges		1,377		1,116		(261)	(19.0%)	1.3%	1.3%
Store Supplies		538		483		(55)	(10.2%)	0.5%	0.6%
Collection Expenses		771		509		(262)	(34.0%)	0.7%	0.6%
Telecommunications		1,983		2,402		419	21.1%	1.8%	2.8%
Security		495		436		(59)	(11.9%)	0.5%	0.5%
License & Other Taxes		496		361		(135)	(27.2%)	0.5%	0.4%
Lease Termination Costs		—		47		47	100.0%	—	0.1%
Loss on Asset Disposal		155		113		(42)	(27.1%)	0.1%	0.1%
Other Operating Expenses		6,797		6,495		(302)	(4.4%)	6.4%	7.7%
Total Operating Expenses		69,438		58,756		(10,682)	(15.4%)	64.6%	68.8%
Income from Operations	$	38,119	$	26,596	$	(11,523)	(30.2%)	35.4%	31.2%

Total operating expenses decreased ~~$3.5~~$10.7 million, or ~~17.0%~~15.4%, for the three months ended ~~June 30, 2016~~March 31, 2017, as compared to the same period in the prior year, primarily due to ~~consolidating underperforming retail locations, the sale of Florida II, workforce reduction,~~portfolio rationalization and ~~decreasing operating hours.~~a reduced focus on marketing.

~~The provision for loan losses~~Salaries and benefits decreased ~~$21.6~~$1.0 million, or ~~41.7%~~5.5%, for the three months ended June 30, 2016 as compared to the same period in the prior year. Provision for loan losses decreased as a percentage of revenue from 39.9% to 30.8% during the same period, which reflects the benefits of more restrictive underwriting, which was initially implemented during the second half of 2015.

~~Occupancy costs decreased $1.1 million, or 14.8%, for the three months ended June 30, 2016~~March 31, 2017, as compared to the same period in the prior year, primarily due to ~~consolidating underperforming retail locations~~the closure of the Utah facility, and the sale of Florida ~~II.~~II in the prior year.

The provision for loan losses decreased $6.9 million, or 26.2%, for the three months ended March 31, 2017 as compared to the same period in the prior year primarily related to portfolio rationalization and more restrictive underwriting.

Advertising and marketing expense decreased by ~~$5.0~~$1.9 million, or ~~66.2%~~69.6%, for the three months ended ~~June 30, 2016,~~March 31, 2017, as compared to the prior period, ~~and decreased from 5.8% to 2.6% of revenue,~~ reflecting a reduced focus on market share expansion.

Table of Contents

Corporate and Other Expenses


	Three Months Ended June 30,															Three Months Ended March 31,
(dollars in thousands)	2015			2016			Increase (Decrease)					2015		2016		2016		2017		Increase (Decrease)			2016	2017
										(Percent)		(Percent of Revenue)										(Percent)	(Percent of Revenue)
Corporate Expenses	$	21,458		$	22,617		$	1,159		5.4	%	16.4	%	23.1	%	$	21,404	$	20,024	$	(1,380)	(6.4%)	19.9%	23.5%
Lease termination costs																	—		1,762		1,762	100.0%	0.0%	2.1%
Depreciation & Amortization	1,395			1,222			(173		)	(12.4	)%	1.1	%	1.2	%		1,209		1,309		100	8.3%	1.1%	1.6%
Sponsor Management Fee	244			184			(60		)	(24.6	)%	0.2	%	0.2	%		181		162		(19)	(10.5%)	0.2%	0.2%
Interest expense, net	15,151			10,847			(4,304		)	(28.4	)%	11.6	%	11.0	%		11,463		11,371		(92)	(0.8%)	10.7%	13.3%
Stock Repurchase Obligation	1,020			—			(1,020		)	(100.0	)%	0.8	%	0.0	%
Income tax benefit	(5,911		)	(3,024		)	2,887			(48.8	)%	(4.5	)%	(3.1	)%
Loss on Sale of Subsidiary																	1,569		—		(1,569)	100.0%	1.5%	—
Gain on Debt Extinguishment																	(62,852)		—		62,852	(100.0%)	(58.4%)	—
Income tax expense																	9,344		333		(9,011)	96.4%	8.6%	0.3%
Total Corporate and Other Expenses	$	33,357		$	31,846		$	(1,511	)	(4.5	)%	25.6	%	32.4	%	$	(17,682)	$	34,961	$	52,643	(297.7%)	(16.4%)	41.0%

The ~~increase~~decrease in corporate expenses for the three months ended ~~June 30, 2016~~March 31, 2017 as compared to the prior year period is primarily the result of ~~expansion~~our cost containment initiatives, including the strategic initiatives described above and the closure of ~~our risk management and information technology functions, stock compensation, and health care costs.~~the Utah facility.

~~Interest expense decreased $4.3 million, or 28.4%,~~The increase in lease termination costs for the three months ended ~~June 30, 2016 as compared to the same period in the prior year, primarily as a result of the decrease in the aggregate principal amount of our senior secured notes outstanding.~~

~~Income tax benefit increased by $2.9 million for the three months ended June 30, 2016 as compared to the same period in 2015 due to a decrease in the loss from operations and the effective tax rate.~~

~~The $1.0 million stock repurchase obligation was part of the consideration for the sale of the unrestricted subsidiary, Florida II.~~

~~Business Segment Results of Operations for the Three Months Ended June 30, 2016, and June 30, 2015~~

~~The following tables present summarized financial information for our segments:~~

(a) Represents expenses not associated directly with operations that are not allocated between reportable segments. Therefore, the Company has elected to disclose other corporate expenses as unallocated.

~~There were no intersegment revenues for the three months ended June 30, 2016.~~

~~(a)~~Represents expenses not associated directly with operations that are not allocated between reportable segments. Therefore, the Company has elected to disclose all other corporate expenses as unallocated.

~~Intersegment revenues of $0.7 million for the three months ending June 30, 2015, have been eliminated.~~

~~Retail Financial Services~~

Retail financial services represented 75.6%, or $74.3 million, of consolidated revenues for the three months ended June 30, 2016, which was a decrease of $22.8 million, or 23.5%, over the prior period, primarily due to heightened underwriting standards, the consolidation of underperforming retail locations, and the sale of Florida II. The provision for loan losses decreased as a percentage of revenue from 30.5% to 23.0% for the three months ended June 30, 2016 over the prior period reflecting the benefits of our focus on portfolio performance.

~~Internet Financial Services~~

For the three months ended June 30, 2016, total revenues contributed by our Internet financial services segment was $24.0 million, a decrease of $9.1 million, or 27.5%, over the prior year comparable period. The provision for loan losses decreased as a percentage of revenue from 67.6% to 54.8% and operating gross profit increased as a percentage of revenue from 10.5% to 29.2% for the three months ended June 30, 2016 over the prior period reflecting the benefits of our heightened underwriting standards.

~~Six Months Ended June 30, 2016, Compared to the Six Months Ended June 30, 2015~~

~~The following table sets forth key operating data for the six months ended June 30, 2015 and 2016 (dollars in thousands):~~

Six Months Ended June 30,

2015

2016

Increase (Decrease)

2015

2016

(Percent)

(Percent of Revenue)

Total Revenues

$
266,698

$
205,886

$
(60,812
)
(22.8
)%
100.0
%
100.0
%
Operating Expenses

Salaries and benefits

41,136

35,348

(5,788
)
(14.1
)%
15.4
%
17.2
%
Provision for losses

91,826

56,747

(35,079
)
(38.2
)%
34.4
%
27.6
%
Occupancy

15,296

13,238

(2,058
)
(13.5
)%
5.7
%
6.4
%
Advertising and marketing

12,303

5,217

(7,086
)
(57.6
)%
4.6
%
2.5
%
Lease termination costs

826

1,101

275

33.3
%
0.3
%
0.5
%
Depreciation and amortization

4,884

5,274

390

8.0
%
1.8
%
2.6
%
Other operating expenses

28,837

27,936

(901
)
(3.1
)%
11.0
%
13.6
%
Total Operating Expenses

195,108

144,861

(50,247
)
(25.8
)%
73.2
%
70.4
%
Income from Operations

71,590

61,025

(10,565
)
(14.8
)%
26.8
%
29.6
%
Corporate and other expenses

Corporate expenses

42,000

44,021

2,021

4.8
%
15.7
%
21.3
%
Depreciation and amortization

2,810

2,431

(379
)
(13.5
)%
1.1
%
1.2
%
Interest expense, net

29,359

22,310

(7,049
)
(24.0
)%
11.0
%
10.8
%
Market value of stock repurchase obligation

1,010

—

(1,010
)
(100.0
)%
0.4
%
0.0
%
Loss on sale of subsidiary

—

1,569

1,569

100.0
%
0.0
%
0.8
%
Gain on Debt Extinguishment

—

(62,852
)
(62,852
)
(100.0
)%
0.0
%
(30.5
)%
Income tax expense (benefit)

(1,639
)
6,320

7,959

(485.6
)%
(0.6
)%
3.1
%
Total corporate and other expenses

73,540

13,799

(59,741
)
(81.2
)%
27.6
%
6.7
%
Net income (loss) before management fee

(1,950
)
47,226

49,176

(2521.8
)%
(0.7
)%
23.0
%
Sponsor Management Fee

521

365

(156
)
(29.9
)%
0.2
%
0.2
%
Net Income (Loss)

$
(2,471
)
$
46,861

$
49,332

(1996.4
)%
(0.9
)%
22.8
%

~~Operating Metrics~~

~~The following tables set forth key loan and check cashing operating data as of and for the six months ended June 30, 2015 and 2016:~~

Six Months Ended

June 30,

2015

2016

Short-term Loan Operating Data (unaudited):

Loan volume (originations and refinancing) (in thousands)

$
710,626

$
516,829

Number of loan transactions (in thousands)

1,835

1,408

Average new loan size

$
387

$
367

Average fee per new loan

$
48.86

$
49.88

Loan loss provision

$
30,277

$
18,699

Loan loss provision as a percentage of loan volume

4.3
%
3.6
%
Secured loans as percentage of total at June 30th

16.2
%
17.8
%
Medium-term Loan Operating Data (unaudited):

Balance outstanding (in thousands)

$
94,989

$
65,210

Number of loans outstanding

70,664

52,262

Average balance outstanding

$
1,344

$
1,235

Weighted average monthly percentage rate

16.7
%
17.0
%
Allowance as a percentage of finance receivables

26.1
%
22.6
%
Loan loss provision

$
39,682

$
22,335

Secured loans as percentage of total at June 30th

12.3
%
13.2
%
Check Cashing Data (unaudited):

Face amount of checks cashed (in thousands)

$
1,347,916

$
1,090,360

Number of checks cashed (in thousands)

2,226

2,067

Face amount of average check

$
606

$
527

Average fee per check

$
15.02

$
12.25

Returned check expense

$
4,539

$
2,977

Returned check expense as a percent of face amount of checks cashed

0.3
%
0.3
%

~~Revenue~~

Six Months Ended June 30,

(dollars in thousands)

2015

2016

Increase (Decrease)

2015

2016

(Percent)

(Percent of Revenue)

Short-term Consumer Loan Fees and Interest

$
89,651

$
70,253

$
(19,398
)
(21.6
)%
33.7
%
34.1
%
Medium-term Consumer Loan Fees and Interest

73,378

51,583

(21,795
)
(29.7
)%
27.5
%
25.1
%
Credit Service Fees

52,934

43,273

(9,661
)
(18.3
)%
19.8
%
21.0
%
Check Cashing Fees

33,438

25,330

(8,108
)
(24.2
)%
12.5
%
12.3
%
Prepaid Debit Card Services

4,483

4,188

(295
)
(6.6
)%
1.7
%
2.0
%
Other Income

12,814

11,259

(1,555
)
(12.1
)%
4.8
%
5.5
%
Total Revenue

$
266,698

$
205,886

$
(60,812
)
(22.8
)%
100.0
%
100.0
%

For the six months ended June 30, 2016, total revenue decreased by $60.8 million, or 22.8%, compared to the same period in 2015. The decrease is primarily due to a heightened focus on portfolio performance including more restrictive underwriting standards, the consolidation of underperforming stores, and the sale of Florida II.

Revenue from short-term consumer loan fees and interest for the six months ended June 30, 2016, decreased $19.4 million, or 21.6%, compared to the same period in 2015. The decrease is primarily due to the consolidation of underperforming retail locations during the second half of 2015, the sale of Florida II in the first quarter of 2016, and changes to the regulations and products offered in a certain market.

Revenue from medium-term consumer loans for the six months ended June 30, 2016, decreased $21.8 million, or 29.7%, compared to the same period in 2015. The decrease is primarily due to the expansion of the internet installment portfolio during the first half of 2015 and a strategic shift towards portfolio performance during the remainder of the year and through the first half of 2016.

Revenue from credit service fees for the six months ended June 30, 2016, decreased $9.7 million, or 18.3%, compared to the same period in 2015. Credit service fee revenue decreased reflecting the outcome of a focus on portfolio performance during the second half of 2015 and in the first half of 2016.

Revenue from check cashing fees for the six months ended June 30, 2016, decreased $8.1 million, or 24.2%, compared to the same period in 2015. The decrease is primarily due to the consolidation of underperforming retail locations during the second half of 2015 and the sale of Florida II in the first quarter of 2016.

~~Operating Expenses~~

Six Months Ended June 30,

(dollars in thousands)

2015

2016

Increase (Decrease)

2015

2016

(Percent)

(Percent of Revenue)

Salaries and Benefits

$
41,136

$
35,348

$
(5,788
)
(14.1
)%
15.4
%
17.2
%
Provision for Loan Losses

91,826

56,747

(35,079
)
(38.2
)%
34.4
%
27.6
%
Occupancy

15,296

13,238

(2,058
)
(13.5
)%
5.7
%
6.4
%
Depreciation & Amortization

4,884

5,274

390

8.0
%
1.8
%
2.6
%
Advertising & Marketing

12,303

5,217

(7,086
)
(57.6
)%
4.6
%
2.5
%
Lease termination costs

826

1,101

275

33.3
%
0.3
%
0.5
%
Bank Charges

2,881

2,699

(182
)
(6.3
)%
1.1
%
1.3
%
Store Supplies

1,534

1,002

(532
)
(34.7
)%
0.6
%
0.5
%
Collection Expenses

1,608

1,451

(157
)
(9.8
)%
0.6
%
0.7
%
Telecommunications

3,387

4,418

1,031

30.4
%
1.3
%
2.1
%
Security

1,505

1,128

(377
)
(25.0
)%
0.6
%
0.6
%
License & Other Taxes

951

870

(81
)
(8.5
)%
0.4
%
0.4
%
Other Operating Expenses

16,971

16,368

(603
)
(3.6
)%
6.4
%
8.0
%
Total Operating Expenses

195,108

144,861

(50,247
)
(25.8
)%
73.2
%
70.4
%
Income from Operations

$
71,590

$
61,025

$
(10,565
)
(14.8
)%
26.8
%
29.6
%

Total operating expenses have decreased as a percentage of revenue from 73.2% to 70.4% and income from operations has increased as a percentage of revenue from 26.8% to 29.6% for the six months ended June 30, 2016 as compared to the same period in the prior year, primarily as a result of the benefit of changes in underwriting and the closure of underperforming retail locations and the sale of Florida II.

Salaries and benefits decreased $5.8 million, or 14.1%, for the six months ended June 30, 2016 as compared to the same period in the prior year, primarily due to consolidating underperforming retail locations, the sale of Florida II, workforce reduction, and decreased operating hours.

The provision for loan losses decreased $35.1 million, or 38.2%, for the six months ended June 30, 2016 as compared to the same period in the prior year. Provision for loan losses decreased as a percentage of revenue from 34.4% to 27.6% during the same period, which reflects the benefits of more restrictive underwriting and resulting contraction of the portfolio.

Occupancy costs decreased $2.1 million, or 13.5%, for the six months ended June 30, 2016 as compared to the same period in the prior year, primarily due to consolidating underperforming retail locations and the sale of Florida II.

Advertising and marketing expense decreased by $7.1 million, or 57.6%, for the six months ended June 30, 2016, as compared to the prior period, and decreased from 4.6% to 2.5% of revenue, reflecting a reduced focus on market share expansion.

~~Corporate and Other Expenses~~

Six Months Ended June 30,

(dollars in thousands)

2015

2016

Increase (Decrease)

2015

2016

(Percent)

(Percent of Revenue)

Corporate Expenses

$
42,000

$
44,021

$
2,021

4.8
%
15.7
%
21.4
%
Depreciation & Amortization

2,810

2,431

(379
)
(13.5
)%
1.1
%
1.2
%
Sponsor Management Fee

521

365

(156
)
(29.9
)%
0.2
%
0.2
%
Interest expense, net

29,359

22,310

(7,049
)
(24.0
)%
11.0
%
10.8
%
Stock Repurchase Obligation

1,010

—

(1,010
)
(100.0
)%
0.4
%
0.0
%
Loss on Sale of Subsidiary

—

1,569

1,569

100.0
%
—

0.8
%
Gain on Debt Extinguishment

—

(62,852
)
(62,852
)
(100.0
)%
—

(30.5
)%
Income tax expense (benefit)

(1,639
)
6,320

7,959

(485.6
)%
(0.6
)%
3.0
%
Total Corporate and Other Expenses

$
74,061

$
14,164

$
(59,897
)
(80.9
)%
27.8
%
6.9
%

~~The increase in corporate expenses for the six months ended June 30, 2016,~~March 31, 2017 as compared to the prior year period is ~~primarily~~ the result of ~~expansion of our corporate risk management and information technology functions, stock compensation, and health care costs.~~

~~Interest expense decreased $7.0 million, or 24.0%, for~~ the ~~six months ended June 30, 2016 as compared to the same period in the prior year, primarily as a result~~closure of the ~~decrease in the aggregate principal amount of our senior secured notes outstanding.~~

~~The $1.0 million stock repurchase obligation is part of the consideration for the sale of the unrestricted subsidiary, Florida II.~~Company’s Utah facility.

The $1.6 million loss on sale of a subsidiary is the result of the sale of Florida II in the ~~unrestricted subsidiary, Florida II.~~prior year.

The $62.9 million gain on debt extinguishment is the result of the Company repurchasing $99.3 million of its outstanding senior secured notes during the ~~six~~three months ended ~~June 30,~~March 31, 2016.

Income tax expense ~~increased~~decreased by ~~$8.0~~$9.0 million for the ~~six~~three months ended ~~June 30, 2016~~March 31, 2017 as compared to the ~~same period in 2015~~prior year due to the ~~gain on debt extinguishment effect on~~loss in operations in the ~~income tax provision.~~current period.

Business Segment Results of Operations for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2017, and March 31, 2016 ~~and June 30, 2015~~

The following tables present summarized financial information for our segments:


	As of and for the three months ended March 31, 2017
	Retail				Internet				Unallocated
	Financial		% of		Financial		% of		(Income)				% of
	Services		Revenue		Services		Revenue		Expenses		Consolidated		Revenue
Total Assets	$	309,595			$	57,106					$	366,701
Goodwill		113,256				—						113,256
Other Intangible Assets		488				800						1,288
Total Revenues	$	68,691	100.0	%	$	16,661	100.0	%			$	85,352	100.0	%
Provision for Loan Losses		12,058	17.6	%		7,482	44.9	%				19,540	22.9	%
Other Operating Expenses		38,207	55.6	%		1,009	6.1	%				39,216	45.9	%
Operating Gross Profit		18,426	26.8	%		8,170	49.0	%				26,596	31.2	%
Interest Expense, net		7,366	10.7	%		4,005	24.0	%				11,371	13.3	%
Depreciation and Amortization		1,129	1.6	%		180	1.1	%				1,309	1.5	%
Lease Termination Expenses		—	—			1,762	10.6	%				1,762	2.1	%
Other Corporate Expenses (a)		—	—			—	—			20,186		20,186	23.7	%
Income from Continuing Operations, before tax		9,931	14.5	%		2,223	13.3	%		(20,186)		(8,032)	(9.4)	%

~~(a)~~

Table of Contents

(a)

Represents ~~income and~~ expenses not associated directly with operations that are not allocated between reportable segments. Therefore, the Company has elected to disclose ~~the gain on debt extinguishment and all~~ other corporate expenses as unallocated.

There were no intersegment revenues for the ~~six~~three months ended ~~June 30,~~March 31, 2017.


	As of and for the three months ended March 31, 2016
	Retail				Internet				Unallocated
	Financial		% of		Financial		% of		(Income)				% of
	Services		Revenue		Services		Revenue		Expenses		Consolidated		Revenue
Total Assets	$	356,127			$	71,211					$	427,338
Goodwill		146,877				—						146,877
Other Intangible Assets		348				1,134						1,482
Total Revenues	$	81,369	100.0	%	$	26,188	100.0	%			$	107,557	100.0	%
Provision for Loan Losses		12,565	15.4	%		13,910	53.1	%				26,475	24.6	%
Other Operating Expenses		38,738	47.6	%		4,225	16.1	%				42,963	40.0	%
Operating Gross Profit		30,066	37.0	%		8,053	30.8	%				38,119	35.4	%
Interest Expense, net		7,314	9.0	%		4,149	15.8	%				11,463	10.7	%
Depreciation and Amortization		967	1.2	%		242	0.9	%				1,209	1.1	%
Loss on sale of subsidiary		1,569	1.9	%		—	—					1,569	1.5	%
Gain on Debt Extinguishment (a)		—	—			—	—			(62,852)		(62,852)	(58.4)	%
Other Corporate Expenses (a)		—	—			—	—			21,585		21,585	20.1	%
Income from Continuing Operations, before tax		20,216	24.8	%		3,662	14.0	%		41,267		65,145	60.6	%

(a)

Represents income and expenses not associated directly with operations that are not allocated between reportable segments. Therefore, the Company has elected to disclose the gain on debt extinguishment and all other corporate expenses as unallocated.

There were no intersegment revenues for the three months ended March 31, 2016.

~~Intersegment revenues of $1.2 million for the six months ending June 30, 2015, have been eliminated.~~

Retail Financial Services

Retail financial services represented ~~75.6%~~80.5%, or ~~$155.7~~$68.7 million, of consolidated revenues for the ~~six~~three months ended ~~June 30, 2016,~~March 31, 2017, which was a decrease of ~~$44.8~~$12.7 million, or ~~22.3%~~15.6%, over the prior period, primarily due to heightened underwriting standards, ~~the consolidation of underperforming retail locations in the second half of 2015,~~ and the sale of Florida II. The provision for loan losses decreased as a percentage of revenue from 25.5% to 19.1% and operating gross profit increased as a percentage of revenue from 29.3% to 29.5% for the six months ended June 30, 2016 over the prior period reflecting the benefits of our focus on portfolio performance.QC transaction.

Internet Financial Services

For the ~~six~~three months ended ~~June 30, 2016,~~March 31, 2017, total revenues contributed by our Internet financial services segment was ~~$50.2~~$16.7 million, a decrease of ~~$16.0~~$9.5 million, or ~~24.1%~~36.4%, over the prior year comparable period. The provision for loan losses decreased as a percentage of revenue from ~~61.7%~~53.1% to ~~53.9%~~44.9% and operating gross profit increased as a percentage of revenue from ~~19.3%~~30.8% to ~~30.0%~~49.0% for the ~~six~~three months ended ~~June 30, 2016~~March 31, 2017 over the prior period reflecting the benefits of our heightened underwriting ~~standards.~~standards and a rationalization of our internet portfolios.

Liquidity and Capital Resources

We have historically funded our liquidity needs through cash flow from operations and borrowings under our revolving credit facilities and subsidiary notes. We believe that cash flow from operations and available cash, together with availability of existing and future credit facilities, will be adequate to meet our liquidity needs for the foreseeable future. Beyond the immediate future, funding capital expenditures, working capital and debt requirements will depend on our future financial performance, which is subject to many economic, commercial, regulatory, financial and other factors that are beyond our control. In addition, these factors may require us to pursue alternative sources of capital such as asset-specific financing, incurrence of additional indebtedness, or asset sales.

~~Six~~

Table of Contents

Three Month Cash Flow Analysis

The table below summarizes our cash flows for the ~~six~~three months ended ~~June 30, 2015,~~March 31, 2016, and ~~2016.~~2017.

	Six Months Ended
	June 30,						Three Months Ending March 31,
(in thousands)	2015			2016			2016		2017
Net Cash Provided by Operating Activities	$	97,277		$	54,274		$	35,667	$	21,700
Net Cash Used in Investing Activities	(93,914		)	(47,258		)		(8,088)		(3,722)
Net Cash Provided by (Used in) Financing Activities	30,318			(16,209		)
Net Increase (Decrease) in Cash and Cash Equivalents	$	33,681		$	(9,193	)
Net Cash Used in Financing Activities								(17,861)		(2,527)
Net Increase in Cash and Cash Equivalents							$	9,718	$	15,451

Cash Flows from Operating Activities. During the ~~six~~three months ended ~~June 30, 2016,~~March 31, 2017, net cash provided by operating activities was ~~$54.3~~$21.7 million compared to ~~$97.3~~$35.7 million during the prior year comparable period, a decrease of ~~$43.0~~$14.0 million. Cash flows from operating activities decreased primarily due to the decline in net income, net of the non-cash impact of ~~provisioning and~~ gain on debt extinguishment.

Cash Flows from Investing Activities. During the ~~six~~three months ended ~~June 30, 2016,~~March 31, 2017, net cash used in investing activities was ~~$47.3~~$3.7 million. The primary uses of cash were loan originations of ~~$42.1~~$2.7 million and ~~$4.9~~$1.0 million in capital expenditures. During the ~~six~~three months ended ~~June 30, 2015,~~March 31, 2016, net cash used in investing activities was ~~$93.9~~$8.1 million, primarily ~~due~~attributable to loan originations and capital expenditures.

Cash Flows from Financing Activities. During the ~~six~~three months ended ~~June 30,~~March 31, 2017, net cash used in financing activities was $2.5 million. The primary use of cash was $2.3 million in payments on lines of credit. During the three months ended March 31, 2016, net cash used in financing activities was ~~$16.2 million. The primary use of cash was $36.4~~$17.9 million, inprimarily due to repurchases of ~~the Company’s outstanding~~ senior secured notes ~~off set~~partially offset by ~~$13.8 million in~~ proceeds from subsidiary notes and ~~$6.7 million~~draws on lines of credit. ~~During the six months ended June 30, 2015, net cash provided by financing activities was $30.3 million, primarily due to draws on the Company’s revolving credit facility.~~

Financing Instruments

The Indentures governing our senior secured notes contain certain covenants and events of default that are customary with respect to non-investment grade debt securities, including limitations on our ability to incur additional indebtedness, pay dividends on or make other distributions or repurchase our capital stock, make certain investments, enter into certain types of transactions with affiliates, create liens and sell certain assets or merge with or into other companies. The agreement governing our ~~$31.7~~$30.6 million revolving credit facility contains restrictive covenants that limit our ability to incur additional indebtedness, pay dividends on or make other distributions or repurchase our capital stock, make certain investments, enter into certain types of transactions with affiliates, create liens and sell certain assets or merge with or into other companies, in each case to the same extent as the indentures governing our notes. As of ~~June 30, 2016,~~March 31, 2017, and December 31, ~~2015,~~2016, we were in compliance with these covenants.

The revolving credit facility due April 2015 was amended in March 2015 and is now structured as a $31.7 million revolving credit facility with an accordion feature that allows us to request an increase in the revolving credit facility of up to $40.0 million in total availability, so long as no event of default exists. The revolving credit facility is a two-year facility scheduled to mature on March 27, 2017. The interest rate is one-month LIBOR plus 14% with a 15% floor, and there is a make-whole payment if the revolving principal balance falls below 85% of the aggregate commitment on or before September 27, 2016. The 1-month LIBOR rate was 0.47% and 0.24% at June 30, 2016, and December 31, 2015, respectively, and the prime rate was 3.50% and 3.25% at June 30, 2016, and December 31, 2015, respectively. The revolving credit facility includes an undrawn line fee of 3.0% of the unused commitments.

~~The Alabama revolving credit facility was renewed in February 2016 with a maturity of July 2017.~~

For the ~~six~~three months ended ~~June 30,~~March 31, 2016, we repurchased $99.3 million of our senior secured notes resulting in a $62.9 million gain on debt extinguishment. We may continue to repurchase our outstanding debt, including in the open market through privately negotiated transactions, by exercising redemption rights or otherwise and any such repurchases may be material.

Capital Expenditures

During the ~~six~~three months ended ~~June 30, 2015,~~March 31, 2017, the Company spent ~~$11.6~~$1.0 million on capital expenditures ~~to fund new store growth. During~~and $1.7 million during the comparable period in ~~2016,~~ the ~~Company had ceased opening new stores and focused on maintaining existing stores.~~prior year. The decrease is primarily due to the Company’s cost containment initiatives.

Seasonality

Our business is seasonal based on the liquidity and cash flow needs of our customers. Customers cash tax refund checks primarily in the first calendar quarter of each year which is traditionally our strongest check cashing quarter. We typically see our loan portfolio decline in the first quarter as a result of the consumer liquidity created

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through income tax refunds. Following the first quarter, we typically see our loan portfolio expand through the remainder of the year with the third and fourth quarters showing the strongest loan demand due to the holiday season.

Contractual Obligations and Commitments

On December 20, 2013, and September 19, 2014, wethe Company created non-guarantor subsidiaries in order to ~~fund growth in our~~acquire loans from the retail and internet portfolios. The ~~non-guarantor subsidiary funding came~~proceeds from ~~$35.0~~the $40.0 million and ~~$7.4~~$7.3 million ~~subsidiary~~ notes ~~which~~ were used by the non-guarantor subsidiaries to ~~purchase~~acquire loans from the guarantor subsidiaries. The ~~$35.0~~$40.0 million subsidiary note was amended in June 2016 to ~~$40.0 million and extended~~extend the maturity date to January ~~2018 on June 1, 2016, and the $7.4~~2018. The $7.3 million subsidiary note was amended in March 2017 to ~~$8.1~~extend the maturity to April 2017.

In April 2017, the Company’s non-guarantor and unrestricted subsidiary amended and restated its existing $40.0 million ~~on April 20, 2016.~~note to increase the borrowing capacity up to $55.0 million. The $55.0 million note has a maturity date of January 2019 and an interest rate of 16.75%. The proceeds from the amended note will be used to acquire loans from guarantor subsidiaries. In connection with the amendment, the other non-guarantor and unrestricted subsidiary’s $7.3 million note was satisfied in full.

On July 19, 2014, a guarantor subsidiary of ours entered in to a $1.4 million term note with a non-related entity for the acquisition of a share of an airplane. We recorded our $1.1 million share of the joint note, but both parties are joint and severally liable. The joint note had an outstanding balance of ~~$1.3~~$1.2 million at ~~June 30, 2016~~March 31, 2017, and our share of the note was ~~$1.0~~$0.9 million.

On May 24, 2016, a guarantor subsidiary of the Company entered in to a $1.2 million term note for a fractional share of an airplane.

Impact of Inflation

Our results of operations are not materially impacted by fluctuations in inflation.

Balance Sheet Variations

Cash and cash equivalents, accounts payable, accrued liabilities, money orders payable and revolving advances vary because of seasonal and day-to-day requirements resulting primarily from maintaining cash for cashing checks and making loans, and the receipt and remittance of cash from the sale of prepaid debit cards, wire transfers, money orders and the processing of bill payments.

Loan Portfolio

As of ~~June 30, 2016,~~March 31, 2017, we offered loans in ~~34 states and had ceased all foreign operations in order to focus on our domestic operations.~~35 states. We have established a loan loss allowance in respect of our loans receivable at a level that our management believes to be adequate to absorb known or probable losses from loans made by us and accruals for losses in respect of loans made by third parties. Our policy for determining the loan loss allowance is based on historical experience, as well as our management’s review and analysis of the payment and collection of the loans within prior periods. All loans and services, regardless of type, are made in accordance with state regulations, and, therefore, the terms of the loans and services may vary from state to state. Loan fees and interest are earned on loans. Products which allow for an upfront fee are recognized over the loan term. Other products’ interest is earned over the term of the loan.

As of ~~June 30, 2016,~~March 31, 2017, and December 31, ~~2015,~~2016, our total finance receivables net of unearned advance fees were approximately ~~$127.5~~$90.0 million and ~~$152.4~~$110.0 million, respectively.

Off-Balance Sheet Arrangements

In certain markets, we arrange for consumers to obtain consumer loan products from one of several independent third-party lenders whereby we act as a facilitator. For consumer loan products originated by third-party lenders under these programs, each lender is responsible for providing the criteria by which the consumer’s application is underwritten

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and, if approved, determining the amount of the consumer loan. ~~We are~~The Company in turn is responsible for assessing whether or not wethe Company will guarantee such loans. When a consumer executes an agreement with usthe Company under these programs, ~~we agree,~~the Company agrees, for a fee payable to usthe Company by the consumer, to provide certain services to the consumer, one of which is to guarantee the consumer’s obligation to repay the loan received by the consumer from the third-party lender if the consumer fails to do so. The guarantee represents an obligation to purchase specific loans that go into default. As of ~~June 30, 2016,~~March 31, 2017, and December 31, ~~2015,~~2016, the outstanding amount of active consumer loans guaranteed by usthe Company was ~~$36.8~~$25.3 million and ~~$40.6~~$36.9 million, respectively. The accrual for third party loan losses, which represents the estimated fair value of the liability for estimated losses on consumer loans guaranteed by ~~us,~~the Company, was ~~$3.3~~$2.7 million and ~~$2.6~~$3.1 million as of ~~June 30, 2016,~~March 31, 2017, and December 31, ~~2015,~~2016, respectively.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As of ~~June 30, 2016,~~March 31, 2017, we have no material market risk sensitive instruments entered into for trading or other purposes, as defined by GAAP.

Interest rate risk

The cash and cash equivalents reflected on our balance sheet represent largely uninvested cash in our branches and cash-in-transit. The amount of interest income we earn on these funds will decline with a decline in interest rates. However, due to the short-term nature of short-term investment grade securities and money market accounts, an immediate decline in interest rates would not have a material impact on our financial position, results of operations or cash flows.

As of ~~June 30, 2016,~~March 31, 2017, we had ~~$340.3~~$330.9 million of indebtedness, of which, ~~$33.95~~$30.6 million outstanding under our revolving credit facilities is subject to variable interest rates based on Prime and LIBOR rates. In addition, we have an additional ~~$4.1~~$6.3 million of undrawn availability under the lines of credit which are subject to variable interest rates.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures, as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of ~~June 30, 2016.~~March 31, 2017.

Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting, as defined in Rule 15d-15(f) under the Exchange Act, during the quarter ended ~~June 30, 2016,~~March 31, 2017, that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We and our subsidiaries are party to a variety of legal, administrative, regulatory and government proceedings, claims and inquiries arising in the normal course of business. While the results of these proceedings, claims and inquiries cannot be predicted with certainty, we believe that the final outcome of the foregoing will not have a material adverse effect on our financial condition, results of operations or cash flows. Further, legal proceedings have and may in the future be instituted against us that purport to be class actions or multiparty litigation. In most of these instances, we believe that these actions are subject to arbitration agreements and that the plaintiffs are compelled to arbitrate with us on an individual basis. In the event that a lawsuit ~~purports~~purporting to be a class action is certified as such, the amount of damages for which we might be responsible is uncertain. In addition, any such amount would depend upon proof of the allegations and on the number of persons who constitute the class of affected persons.

ITEM 1A. RISK FACTORS.

There has been no material changes with respect to the risk factors disclosed under the “Item 1A Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016.

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ITEM 6. EXHIBITS.

The following exhibits are filed or furnished as part of this report:

~~Exhibit~~ ~~No.~~
Exhibit No.		Description of Exhibit

~~10.1~~		~~The Assignment and Assumption Agreement, dated as of May 18, 2016, by and between Taso Group LLC, a Florida limited liability company, and Buckeye Check Cashing of Florida, Inc.~~

31.1		Certification Pursuant to Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer
31.2		Certification Pursuant to Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Chief Financial Officer
32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer
32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Financial Officer
101		Interactive Data File: (i) Consolidated Balance Sheets as of ~~June 30, 2016~~March 31, 2017 (unaudited) and December 31, ~~2015;~~2016; (ii) Consolidated Statements of Operations for the Three Months ~~and Six Months~~ Ended ~~June 30, 2016~~March 31, 2017 (unaudited) and ~~June 30, 2015~~March 31, 2016 (unaudited); (iii) Consolidated Statements of Stockholders’ Equity for the ~~Six~~Three Months Ended ~~June 30, 2016~~March 31, 2017 (unaudited); (iv) Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30, 2016~~March 31, 2017 (unaudited) and ~~June 30, 2015~~March 31, 2016 (unaudited); and (v) Notes to Consolidated Financial Statements (unaudited)—submitted herewith pursuant to Rule 406T

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SIGNATURES

~~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.

Date: ~~August 12, 2016~~May 15, 2017

Community Choice Financial Inc. and Subsidiaries (registrant)


/s/ MICHAEL DURBIN
Michael Durbin ~~Chief Financial Officer~~
~~Principal~~Chief Financial ~~and~~Officer
Principal Financial and
Principal Accounting Officer

								Additional
	Common Stock				Treasury			Paid-In		Retained
	Shares		Amount		Stock			Capital		Deficit			Total
Balance, December 31, 2015	8,981,536		$	90	$	—		$	128,331	$	(152,443	)	$	(24,022	)
Reacquired stock	(1,000,000	)			(50		)						(50		)
Stock-based compensation expense	—		—		—			1,270		—			1,270
Net income	—		—		—			—		46,861			46,861
Balance, June 30, 2016	7,981,536		$	90	$	(50	)	$	129,601	$	(105,582	)	$	24,059

	June 30, 2016
	Carrying
	Amount		Fair Value		Level
Financial assets:
Cash and cash equivalents	$	89,748	$	89,748	1
Restricted cash	3,300		3,300		1
Finance receivables	109,225		109,225		3
Short-term investments, certificates of deposit	400		400		2
Financial liabilities:
10.75% Senior secured notes	241,927		98,585		1
12.75% Senior secured notes	12,500		6,041		2
Subsidiary Note payable	49,727		49,727		2
Lines of Credit	33,950		33,950		2

Risk-free interest rate	1.30		%
Dividend yield	0.00		%
Expected volatility	65.00		%
Expected term (years)	5.00
Weighted average fair value of options granted	$	1.23

		Weighted-Average			Aggregate
		Exercise Price		Weighted-Average	Intrinsic
	Shares	(actual per share price)		Remaining Contractual Term	Value (thousands)
Outstanding at December 31, 2015	1,662,614	$	7.54	4.8	N/A
Granted	1,243,299	2.25		9.8	N/A
Exercised	—	—		—	N/A
Forfeited or expired	1,614,652	—		—	N/A
Outstanding at June 30, 2016	1,291,261	$	2.40	9.8	N/A
Exercisable at June 30, 2016	1,267,111	$	2.41	9.8	$	—
Vested or expected to vest at June 30, 2016	1,291,261	$	2.40	9.8	$	—

	As of and for the three months ended June 30, 2016
	Retail		% of		Internet		% of		Unallocated						% of
	Financial Services		Revenue		Financial Services		Revenue		(Income) Expenses			Consolidated			Revenue
Total Assets	$	336,767			$	77,691			$	—		$	414,458
Goodwill	146,877				—				—			146,877
Other Intangible Assets	286				1,050				—			1,336
Total Revenues	$	74,326	100.0	%	$	24,003	100.0	%	$	—		$	98,329		100.0	%
Provision for Loan Losses	17,112		23.0	%	13,160		54.8	%	—			30,272			30.8	%
Other Operating Expenses	41,316		55.6	%	3,835		16.0	%	—			45,151			45.9	%
Operating Gross Profit	15,898		21.4	%	7,008		29.2	%	—			22,906			23.3	%
Interest Expense, net	6,720		9.0	%	4,127		17.2	%	—			10,847			11.0	%
Depreciation and Amortization	1,008		1.4	%	214		0.9	%	—			1,222			1.2	%
Other Corporate Expenses (a)	—		—		—		—		22,801			22,801			23.2	%
Income (loss) from Operations, before tax	8,170		11.0	%	2,667		11.1	%	(22,801		)	(11,964		)	(12.2	)%

	Six Months Ended June 30,
	2015			2016			Increase (Decrease)					2015		2016
										(Percent)		(Percent of Revenue)

Total Revenues	$	266,698		$	205,886		$	(60,812	)	(22.8	)%	100.0	%	100.0	%
Operating Expenses
Salaries and benefits	41,136			35,348			(5,788		)	(14.1	)%	15.4	%	17.2	%
Provision for losses	91,826			56,747			(35,079		)	(38.2	)%	34.4	%	27.6	%
Occupancy	15,296			13,238			(2,058		)	(13.5	)%	5.7	%	6.4	%
Advertising and marketing	12,303			5,217			(7,086		)	(57.6	)%	4.6	%	2.5	%
Lease termination costs	826			1,101			275			33.3	%	0.3	%	0.5	%
Depreciation and amortization	4,884			5,274			390			8.0	%	1.8	%	2.6	%
Other operating expenses	28,837			27,936			(901		)	(3.1	)%	11.0	%	13.6	%
Total Operating Expenses	195,108			144,861			(50,247		)	(25.8	)%	73.2	%	70.4	%
Income from Operations	71,590			61,025			(10,565		)	(14.8	)%	26.8	%	29.6	%
Corporate and other expenses
Corporate expenses	42,000			44,021			2,021			4.8	%	15.7	%	21.3	%
Depreciation and amortization	2,810			2,431			(379		)	(13.5	)%	1.1	%	1.2	%
Interest expense, net	29,359			22,310			(7,049		)	(24.0	)%	11.0	%	10.8	%
Market value of stock repurchase obligation	1,010			—			(1,010		)	(100.0	)%	0.4	%	0.0	%
Loss on sale of subsidiary	—			1,569			1,569			100.0	%	0.0	%	0.8	%
Gain on Debt Extinguishment	—			(62,852		)	(62,852		)	(100.0	)%	0.0	%	(30.5	)%
Income tax expense (benefit)	(1,639		)	6,320			7,959			(485.6	)%	(0.6	)%	3.1	%
Total corporate and other expenses	73,540			13,799			(59,741		)	(81.2	)%	27.6	%	6.7	%
Net income (loss) before management fee	(1,950		)	47,226			49,176			(2521.8	)%	(0.7	)%	23.0	%
Sponsor Management Fee	521			365			(156		)	(29.9	)%	0.2	%	0.2	%
Net Income (Loss)	$	(2,471	)	$	46,861		$	49,332		(1996.4	)%	(0.9	)%	22.8	%