FirstCash Holdings Inc
For the period ended Mar 31, 2024. Filed Apr 29, 2024.
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Mar 31, 2024 · Filed Apr 29, 2024
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Notes to Consolidated Financial Statements
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Note 1 -General
Basis of Presentation
The accompanying consolidated balance sheet as of December 31, 2023, which is derived from audited consolidated financial statements, and the unaudited consolidated financial statements, including the notes thereto, includes the accounts of FirstCash Holdings, Inc. and its wholly-owned subsidiaries (together, the “Company”). The Company regularly makes acquisitions, and the results of operations for the acquisitions have been consolidated since the acquisition dates. All significant intercompany accounts and transactions have been eliminated.
These unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include certain information and disclosures required for comprehensive financial statements. These interim period financial statements should be read in conjunction with the Company’s audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 5, 2024. The consolidated financial statements as of March 31, 2024 and 2023, and for the three month periods ended March 31, 2024 and 2023, are unaudited, but in management’s opinion include all adjustments (consisting of only normal recurring adjustments) considered necessary to present fairly the financial position, results of operations and cash flow for such interim periods. Operating results for the period ended March 31, 2024 are not necessarily indicative of the results that may be expected for the full year.
The Company has pawn operations in Latin America, where in Mexico, Guatemala and Colombia, the functional currency is the Mexican peso, Guatemalan quetzal and Colombian peso. Accordingly, the assets and liabilities of these subsidiaries are translated into U.S. dollars at the exchange rate in effect at each balance sheet date, and the resulting adjustments are accumulated in other comprehensive income (loss) as a separate component of stockholders’ equity. Revenues and expenses are translated at the average exchange rates occurring during the respective period. The Company also has pawn operations in El Salvador, where the reporting and functional currency is the U.S. dollar.
Use of Estimates
The preparation of interim financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and related revenue and expenses, and the disclosure of gain and loss contingencies at the date of the financial statements. Such estimates and assumptions are subject to a number of risks and uncertainties, which may cause actual results to differ materially from the Company’s estimates.
Recent Accounting Pronouncements
In October 2023, the FASB issued ASU No 2023-06, “Disclosure Agreements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). ASU 2023-06 will align the disclosure and presentation requirements in the FASB Accounting Standards Codification with the SEC’s regulations. The amendments in ASU 2023-06 will be applied prospectively and are effective when the SEC removes the related requirements from Regulations S-X or S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. As the Company is currently subject to these SEC requirements, ASU 2023-06 is not expected to have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.
In November 2023, the FASB issued ASU No 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. The Company does not expect ASU 2023-07 to have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.
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In December 2023, the FASB issued ASU No 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 expands disclosures in the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-09 should be applied prospectively; however, retrospective application is permitted. The Company does not expect ASU 2023-09 to have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.
In March 2024, the FASB issued ASU No 2024-02, “Codification Improvements - Amendments to Remove References to the Concepts Statements” (“ASU 2024-02”). ASU 2024-02 removes references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2024-02 can be applied prospectively or retrospectively. The Company adopted ASU 2024-02 effective January 1, 2024 on a prospective basis. The adoption of ASU 2024-02 did not have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.
Note 2 -Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2024 | 2023 | |
| Numerator: | ||
| Net income | $61,368 | $47,388 |
| Denominator: | ||
| Weighted-average common shares for calculating basic earnings per share | 45,244 | 46,147 |
| Effect of dilutive securities: | ||
| Restricted stock unit awards | 143 | 165 |
| Weighted-average common shares for calculating diluted earnings per share | 45,387 | 46,312 |
| Earnings per share: | ||
| Basic | $1.36 | $1.03 |
| Diluted | $1.35 | $1.02 |
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Note 3 -Operating Leases
Lessor
For information about the Company’s revenue-generating activities as a lessor, refer to the “Leased merchandise and revenue recognition” section of Note 2 to the consolidated financial statements included in the Company’s 2023 Annual Report on Form 10-K. All of the Company’s lease agreements are considered operating leases.
Lessee
The Company leases the majority of its pawnshop locations and certain administrative offices under operating leases and determines if an arrangement is or contains a lease at inception. Many leases include both lease and non-lease components for which the Company accounts separately. Lease components include rent, taxes and insurance costs while non-lease components include common area or other maintenance costs. Operating leases are included in operating lease right of use assets, lease liability, current and lease liability, non-current in the consolidated balance sheets. The Company does not have any finance leases.
Leased facilities are generally leased for a term ofthree tofive years with one or more options to renew for an additional three tofive years, typically at the Company’s sole discretion. In addition, the majority of these leases can be terminated early upon an adverse change in law which negatively affects the store’s profitability. The Company regularly evaluates renewal and termination options to determine if the Company is reasonably certain to exercise the option, and excludes these options from the lease term included in the recognition of the operating lease right of use asset and lease liability until such certainty exists. The weighted-average remaining lease term for operating leases was 3.9 years as of March 31, 2024 and 4.0 years as of March 31, 2023.
The operating lease right of use asset and lease liability is recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The Company’s leases do not provide an implicit rate, and therefore, it uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. The Company utilizes a portfolio approach for determining the incremental borrowing rate to apply to groups of leases with similar characteristics. The weighted-average discount rate used to measure the lease liability as of March 31, 2024 and 2023 was 8.2% and 6.9%, respectively.
The Company has certain operating leases in Mexico which are denominated in U.S. dollars. The liability related to these leases is considered a monetary liability and requires remeasurement each reporting period into the functional currency (Mexican pesos) using reporting date exchange rates. The remeasurement results in the recognition of foreign currency exchange gains or losses each reporting period, which can produce a certain level of earnings volatility. The Company recognized a foreign currency gain of $0.2 million and $1.2 million during the three months ended March 31, 2024 and 2023, respectively, related to the remeasurement of these U.S. dollar-denominated operating leases, which is included in gain on foreign exchange in the accompanying consolidated statements of income.
Lease expense is recognized on a straight-line basis over the lease term, with variable lease expense recognized in the period such payments are incurred. The following table details the components of lease expense included in operating expenses in the consolidated statements of income during the three months ended March 31, 2024 and 2023 (in thousands):
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2024 | 2023 | |
| Operating lease expense | $36,919 | $33,540 |
| Variable lease expense (1) | 5,021 | 4,472 |
| Total operating lease expense | $41,940 | $38,012 |
(1)Variable lease costs consist primarily of taxes, insurance and common area or other maintenance costs paid based on actual costs incurred by the lessor and can therefore vary over the lease term.
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The following table details the maturity of lease liabilities for all operating leases as of March 31, 2024 (in thousands):
| Nine months ending December 31, 2024 | $94,112 |
| 2025 | 98,976 |
| 2026 | 74,162 |
| 2027 | 46,168 |
| 2028 | 23,853 |
| Thereafter | 24,406 |
| Total | $361,677 |
| Less amount of lease payments representing interest | (51,595) |
| Total present value of lease payments | $310,082 |
The following table details supplemental cash flow information related to operating leases for the three months ended March 31, 2024 and 2023 (in thousands):
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2024 | 2023 | |
| Cash paid for amounts included in the measurement of operating lease liabilities | $33,439 | $30,146 |
| Leased assets obtained in exchange for new operating lease liabilities | $19,924 | $19,734 |
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Note 4 -Fair Value of Financial Instruments
The fair value of financial instruments is determined by reference to various market data and other valuation techniques, as appropriate. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The three fair value levels are (from highest to lowest):
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
Recurring Fair Value Measurements
The Company did not have any financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023. The Company’s financial assets and liabilities as of March 31, 2023 that are measured at fair value on a recurring basis are as follows (in thousands):
| Estimated Fair Value | |||
|---|---|---|---|
| Fair Value Measurements Using | |||
| Level 1 | Level 2 | Level 3 | |
| Financial liabilities (1): | |||
| Contingent consideration as of March 31, 2023 | $— | $— | $— |
(1)As of March 31, 2023, under the American First Finance (“AFF”) purchase agreement, the seller parties had the right to receive up to $50.0 million of additional consideration if AFF achieved certain adjusted EBITDA targets for the first half of 2023. The Company revalues this contingent consideration to fair value at the end of each reporting period. The estimate of the fair value of contingent consideration is determined by applying a Monte Carlo simulation, which includes inputs not observable in the market, such as the risk-free rate, risk-adjusted discount rate, the volatility of the underlying financial metrics and projected financial forecast of AFF over the earn-out period, and therefore represents a Level 3 measurement. Significant increases or decreases in these inputs could result in a significantly lower or higher fair value measurement of the contingent consideration.
The changes in financial assets and liabilities that are measured and recorded at fair value on a recurring basis using Level 3 fair value measurements for the three months ended March 31, 2023 are as follows (in thousands):
| Three Months Ended | |
|---|---|
| March 31, 2023 | |
| Contingent consideration at beginning of the period | $— |
| Change in fair value | — |
| Contingent consideration at end of the period | $— |
There were no transfers in or out of Level 1, 2 or 3 during the three months ended March 31, 2023.
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Fair Value Measurements on a Non-Recurring Basis
The Company measures non-financial assets and liabilities, such as property and equipment and intangible assets, at fair value on a non-recurring basis, or when events or circumstances indicate that the carrying amount of the assets may be impaired. There were no such events or conditions identified during the three months ended March 31, 2024 and 2023.
Financial Assets and Liabilities Not Measured at Fair Value, But for Which Fair Value is Disclosed
The Company’s financial assets and liabilities as of March 31, 2024, March 31, 2023 and December 31, 2023 that are not measured at fair value in the consolidated balance sheets are as follows (in thousands):
| Carrying Value · Estimated Fair Value | |||||
|---|---|---|---|---|---|
| March 31, · March 31, · Fair Value Measurements Using | |||||
| 2024 | 2024 | Level 1 | Level 2 | Level 3 | |
| Financial assets: | |||||
| Cash and cash equivalents | $135,070 | $135,070 | $135,070 | $— | $— |
| Accounts receivable, net | 69,703 | 69,703 | — | — | 69,703 |
| Pawn loans | 456,079 | 456,079 | — | — | 456,079 |
| Finance receivables, net (1) | 105,653 | 227,922 | — | — | 227,922 |
| $766,505 | $888,774 | $135,070 | $— | $753,704 | |
| Financial liabilities: | |||||
| Revolving unsecured credit facilities | $15,000 | $15,000 | $— | $15,000 | $— |
| Senior unsecured notes (outstanding principal) | 1,550,000 | 1,489,000 | — | 1,489,000 | — |
| $1,565,000 | $1,504,000 | $— | $1,504,000 | $— | |
(1)Finance receivables, gross as of March 31, 2024 was $222.1 million. See Note 5.
| Carrying Value · Estimated Fair Value | |||||
|---|---|---|---|---|---|
| March 31, · March 31, · Fair Value Measurements Using | |||||
| 2023 | 2023 | Level 1 | Level 2 | Level 3 | |
| Financial assets: | |||||
| Cash and cash equivalents | $100,795 | $100,795 | $100,795 | $— | $— |
| Accounts receivable, net | 56,357 | 56,357 | — | — | 56,357 |
| Pawn loans | 377,697 | 377,697 | — | — | 377,697 |
| Finance receivables, net (1) | 102,093 | 214,206 | — | — | 214,206 |
| $636,942 | $749,055 | $100,795 | $— | $648,260 | |
| Financial liabilities: | |||||
| Revolving unsecured credit facilities | $308,000 | $308,000 | $— | $308,000 | $— |
| Senior unsecured notes (outstanding principal) | 1,050,000 | 950,000 | — | 950,000 | — |
| $1,358,000 | $1,258,000 | $— | $1,258,000 | $— | |
(1)Finance receivables, gross as of March 31, 2023 was $201.3 million. See Note 5.
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| Carrying Value · Estimated Fair Value | |||||
|---|---|---|---|---|---|
| December 31, · December 31, · Fair Value Measurements Using | |||||
| 2023 | 2023 | Level 1 | Level 2 | Level 3 | |
| Financial assets: | |||||
| Cash and cash equivalents | $127,018 | $127,018 | $127,018 | $— | $— |
| Accounts receivable, net | 71,922 | 71,922 | — | — | 71,922 |
| Pawn loans | 471,846 | 471,846 | — | — | 471,846 |
| Finance receivables, net (1) | 113,901 | 227,732 | — | — | 227,732 |
| $784,687 | $898,518 | $127,018 | $— | $771,500 | |
| Financial liabilities: | |||||
| Revolving unsecured credit facilities | $568,000 | $568,000 | $— | $568,000 | $— |
| Senior unsecured notes (outstanding principal) | 1,050,000 | 987,000 | — | 987,000 | — |
| $1,618,000 | $1,555,000 | $— | $1,555,000 | $— | |
(1)Finance receivables, gross as of December 31, 2023 were $227.5 million. See Note 5.
As cash and cash equivalents have maturities of less than three months, the carrying value of cash and cash equivalents approximates fair value. Due to their short-term maturities, the carrying value of pawn loans and accounts receivable, net approximate fair value.
Finance receivables are measured at amortized cost, net of an allowance for loan losses on the consolidated balance sheets. In estimating fair value for finance receivables, the Company utilized a discounted cash flow methodology. The Company used various unobservable inputs reflecting its own assumptions, such as contractual future principal and interest cash flows, future charge-off rates and discount rates (which consider current interest rates and are adjusted for credit risk, among other factors).
The carrying value of the unsecured credit facilities approximates fair value as of March 31, 2024, March 31, 2023 and December 31, 2023. The fair value of the unsecured credit facilities is estimated based on market values for debt issuances with similar characteristics or rates currently available for debt with similar terms. In addition, the unsecured credit facilities have a variable interest rate based on the prevailing secured overnight financing rate (“SOFR”) or the Mexican Central Bank’s interbank equilibrium rate (“TIIE”) and reprice with any changes in SOFR or TIIE. The fair value of the senior unsecured notes is estimated based on quoted prices in markets that are not active.
Note 5 -Finance Receivables, Net
Finance receivables, net, which include retail installment sales agreements and bank-originated loans, consist of the following (in thousands):
| As of March 31, · As ofDecember 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2023 | |
| Finance receivables, gross | $222,087 | $201,288 | $227,474 |
| Merchant partner discounts and premiums, net | (15,221) | (6,328) | (11,907) |
| Unearned origination fees | (5,193) | (4,257) | (5,212) |
| Finance receivables, amortized cost | 201,673 | 190,703 | 210,355 |
| Less allowance for loan losses | (96,020) | (88,610) | (96,454) |
| Finance receivables, net | $105,653 | $102,093 | $113,901 |
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The following table details the changes in the allowance for loan losses (in thousands):
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2024 | 2023 | |
| Balance at beginning of period | $96,454 | $84,833 |
| Provision for loan losses | 30,418 | 29,285 |
| Charge-offs | (33,279) | (27,117) |
| Recoveries | 2,427 | 1,609 |
| Balance at end of period | $96,020 | $88,610 |
The following is an assessment of the credit quality indicators of the amortized cost of finance receivables as of March 31, 2024 and 2023, by origination year (in thousands):
| Origination Year | ||||
|---|---|---|---|---|
| 2024 | 2023 | 2022 | Total | |
| Delinquency: | ||||
| 1 to 30 days past due | $6,215 | $12,594 | $1,304 | $20,113 |
| 31 to 60 days past due | 1,950 | 7,526 | 704 | 10,180 |
| 61 to 89 days past due (1) | 453 | 7,584 | 697 | 8,734 |
| Total past due finance receivables | 8,618 | 27,704 | 2,705 | 39,027 |
| Current finance receivables | 66,804 | 87,360 | 8,482 | 162,646 |
| Finance receivables, amortized cost | $75,422 | $115,064 | $11,187 | $201,673 |
| Origination Year | ||||
| 2023 | 2022 | 2021 | Total | |
| Delinquency: | ||||
| 1 to 30 days past due | $5,509 | $9,822 | $1,408 | $16,739 |
| 31 to 60 days past due | 1,632 | 6,163 | 870 | 8,665 |
| 61 to 89 days past due (1) | 419 | 6,507 | 858 | 7,784 |
| Total past due finance receivables | 7,560 | 22,492 | 3,136 | 33,188 |
| Current finance receivables | 68,791 | 78,123 | 10,601 | 157,515 |
| Finance receivables, amortized cost | $76,351 | $100,615 | $13,737 | $190,703 |
(1)The Company charges off finance receivables when a receivable is 90 days or more contractually past due.
The following table details the gross charge-offs of finance receivables for the three months ended March 31, 2024 and 2023, by origination year (in thousands):
| Origination Year | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | Total | |
| Finance receivables gross charge-offs: | |||||
| Gross charge-offs during the three months ended March 31, 2024 | $131 | $29,270 | $3,878 | $— | $33,279 |
| Gross charge-offs during the three months ended March 31, 2023 | — | 187 | 22,444 | 4,486 | 27,117 |
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Note 6 -Leased Merchandise, Net
Leased merchandise, net consists of the following (in thousands):
| As of March 31, · As ofDecember 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2023 | |
| Leased merchandise | $369,298 | $349,648 | $384,129 |
| Processing fees | (4,022) | (4,341) | (4,348) |
| Merchant partner discounts and premiums, net | 2,203 | 2,693 | 2,501 |
| Accumulated depreciation | (114,431) | (105,997) | (115,964) |
| Leased merchandise, before allowance for lease losses | 253,048 | 242,003 | 266,318 |
| Less allowance for lease losses | (95,263) | (93,149) | (95,127) |
| Leased merchandise, net | $157,785 | $148,854 | $171,191 |
The following table details the changes in the allowance for lease losses (in thousands):
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2024 | 2023 | |
| Balance at beginning of period | $95,127 | $79,189 |
| Provision for lease losses | 43,010 | 49,065 |
| Charge-offs | (44,877) | (36,778) |
| Recoveries | 2,003 | 1,673 |
| Balance at end of period | $95,263 | $93,149 |
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Note 7 -Long-Term Debt
The following table details the Company’s long-term debt at the respective principal amounts, net of unamortized debt issuance costs on the senior unsecured notes (in thousands):
| As of March 31, · As ofDecember 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2023 | |
| Revolving unsecured credit facilities: | |||
| Revolving unsecured credit facility, maturing 2027 (1) | $15,000 | $308,000 | $568,000 |
| Revolving unsecured uncommitted credit facility, maturing 2027 (1) | — | — | — |
| Total revolving unsecured credit facilities | 15,000 | 308,000 | 568,000 |
| Senior unsecured notes: | |||
| 4.625% senior unsecured notes due 2028 (2) | 494,763 | 493,727 | 494,499 |
| 5.625% senior unsecured notes due 2030 (3) | 543,388 | 542,449 | 543,148 |
| 6.875% senior unsecured notes due 2032 (4) | 490,996 | — | — |
| Total senior unsecured notes | 1,529,147 | 1,036,176 | 1,037,647 |
| Total long-term debt | $1,544,147 | $1,344,176 | $1,605,647 |
(1)Debt issuance costs related to the Company’s revolving unsecured credit facilities are included in other assets in the accompanying consolidated balance sheets.
(2)As of March 31, 2024, March 31, 2023 and December 31, 2023, deferred debt issuance costs of $5.2 million, $6.3 million and $5.5 million, respectively, are included as a direct deduction from the carrying amount of the senior unsecured notes due 2028 in the accompanying consolidated balance sheets.
(3)As of March 31, 2024, March 31, 2023 and December 31, 2023, deferred debt issuance costs of $6.6 million, $7.6 million and $6.9 million, respectively, are included as a direct deduction from the carrying amount of the senior unsecured notes due 2030 in the accompanying consolidated balance sheets.
(4)As of March 31, 2024, deferred debt issuance costs of $9.0 million are included as a direct deduction from the carrying amount of the senior unsecured notes due 2032 in the accompanying consolidated balance sheets.
Revolving Unsecured Credit Facility
As of March 31, 2024, the Company maintained an unsecured line of credit with a group of U.S.-based commercial lenders (the “Credit Facility”) in the amount of $640.0 million. The Credit Facility matures on August 30, 2027. As of March 31, 2024, the Company had $15.0 million in outstanding borrowings and $2.8 million in outstanding letters of credit under the Credit Facility, leaving $622.2 million available for future borrowings, subject to certain financial covenants. The Credit Facility bears interest at the Company’s option of either (i) the prevailing SOFR (with interest periods of 1, 3 or 6 months at the Company’s option) plus a fixed spread of 2.5% and a fixed SOFR adjustment of 0.1% or (ii) the prevailing prime or base rate plus a fixed spread of 1.5%. The agreement has an interest rate floor of 0%. Additionally, the Company is required to pay an annual commitment fee of 0.325% on the average daily unused portion of the Credit Facility commitment. The weighted-average interest rate on amounts outstanding under the Credit Facility at March 31, 2024 was 7.92% based on 1-month SOFR. Under the terms of the Credit Facility, the Company is required to maintain certain financial ratios and comply with certain financial covenants. The Credit Facility also contains customary restrictions on the Company’s ability to incur additional debt, grant liens, make investments, consummate acquisitions and similar negative covenants with customary carve-outs and baskets. The Company was in compliance with the covenants of the Credit Facility as of March 31, 2024. During the three months ended March 31, 2024, the Company made net payments of $553.0 million pursuant to the Credit Facility.
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Revolving Unsecured Uncommitted Credit Facility
As of March 31, 2024, the Company’s primary subsidiary in Mexico, First Cash S.A. de C.V., maintained an unsecured and uncommitted line of credit guaranteed by FirstCash, Inc. with a bank in Mexico (the “Mexico Credit Facility”) in the amount of $600.0 million Mexican pesos. The Mexico Credit Facility bears interest at TIIE plus a fixed spread of 2.25% and matures on August 24, 2027. Under the terms of the Mexico Credit Facility, the Company is required to maintain certain financial ratios and comply with certain financial covenants. The Company was in compliance with the covenants of the Mexico Credit Facility as of March 31, 2024. At March 31, 2024, the Company had no amount outstanding under the Mexico Credit Facility and $36.0 million ($600.0 million pesos) available for future borrowings.
Senior Unsecured Notes Due 2028
On August 26, 2020, the Company issued $500.0 million of 4.625% senior unsecured notes due on September 1, 2028 (the “2028 Notes”), all of which are currently outstanding. Interest on the 2028 Notes is payable semi-annually in arrears on March 1 and September 1. The 2028 Notes are fully and unconditionally guaranteed on a senior unsecured basis jointly and severally by all of the Company's existing and future domestic subsidiaries that guarantee its Credit Facility. The 2028 Notes will permit the Company to make restricted payments, such as purchasing shares of its stock and paying cash dividends, in an unlimited amount if, after giving pro forma effect to the incurrence of any indebtedness to make such payment, the Company's consolidated total debt ratio is less than 2.75 to 1. The consolidated total debt ratio is defined generally in the indenture governing the 2028 Notes as the ratio of (1) the total consolidated debt of the Company minus cash and cash equivalents of the Company to (2) the Company’s consolidated trailing twelve months EBITDA, as adjusted to exclude certain non-recurring expenses and giving pro forma effect to operations acquired during the measurement period. As of March 31, 2024, the Company’s consolidated total debt ratio was 2.5 to 1. While the 2028 Notes generally limit the Company’s ability to make restricted payments if the consolidated total debt ratio is greater than 2.75 to 1, restricted payments are allowable within certain permitted baskets, which currently provide the Company with continued flexibility to make restricted payments when the Company’s consolidated total debt ratio is greater than 2.75 to 1.
Senior Unsecured Notes Due 2030
On December 13, 2021, the Company issued $550.0 million of 5.625% senior unsecured notes due on January 1, 2030 (the “2030 Notes”), all of which are currently outstanding. Interest on the 2030 Notes is payable semi-annually in arrears on January 1 and July 1. The 2030 Notes are fully and unconditionally guaranteed on a senior unsecured basis jointly and severally by all of the Company's existing and future domestic subsidiaries that guarantee its Credit Facility. The 2030 Notes will permit the Company to make restricted payments, such as purchasing shares of its stock and paying cash dividends, in an unlimited amount if, after giving pro forma effect to the incurrence of any indebtedness to make such payment, the Company's consolidated total debt ratio is less than 3.0 to 1. The consolidated total debt ratio is defined generally in the indenture governing the 2030 Notes as the ratio of (1) the total consolidated debt of the Company minus cash and cash equivalents of the Company to (2) the Company’s consolidated trailing twelve months EBITDA, as adjusted to exclude certain non-recurring expenses and giving pro forma effect to operations acquired during the measurement period. As of March 31, 2024, the Company’s consolidated total debt ratio was 2.5 to 1. While the 2030 Notes generally limit the Company’s ability to make restricted payments if the consolidated total debt ratio is greater than 3.0 to 1, restricted payments are allowable within certain permitted baskets, which currently provides the Company with continued flexibility to make restricted payments when the Company’s consolidated total debt ratio is greater than 3.0 to 1.
Senior Unsecured Notes Due 2032
On February 21, 2024, the Company issued $500.0 million of 6.875% senior unsecured notes due on March 1, 2032 (the “2032 Notes”), all of which are currently outstanding. Interest on the 2032 Notes is payable semi-annually in arrears on March 1 and September 1, commencing on September 1, 2024. The 2032 Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act. The Company used the net proceeds from the offering to repay a portion of the outstanding balance on the Credit Facility, after payment of fees and expenses related to the offering. The Company capitalized $9.1 million in debt issuance costs, which consisted primarily of the initial purchaser’s discount and fees and legal and other professional expenses. The debt issuance costs are being amortized over the life of the 2032 Notes as a component of interest expense and are carried as a direct deduction from the carrying amount of the 2032 Notes in the accompanying consolidated balance sheets.
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The 2032 Notes are fully and unconditionally guaranteed on a senior unsecured basis jointly and severally by all of the Company's existing and future domestic subsidiaries that guarantee its Credit Facility. The 2032 Notes will permit the Company to make restricted payments, such as purchasing shares of its stock and paying cash dividends, in an unlimited amount if, after giving pro forma effect to the incurrence of any indebtedness to make such payment, the Company's consolidated total debt ratio is less than 3.0 to 1. The consolidated total debt ratio is defined generally in the indenture governing the 2032 Notes (the “2032 Notes Indenture”) as the ratio of (1) the total consolidated debt of the Company minus cash and cash equivalents of the Company to (2) the Company’s consolidated trailing twelve months EBITDA, as adjusted to exclude certain non-recurring expenses and giving pro forma effect to operations acquired during the measurement period. As of March 31, 2024, the Company’s consolidated total debt ratio was 2.5 to 1. While the 2032 Notes generally limit the Company’s ability to make restricted payments if the consolidated total debt ratio is greater than 3.0 to 1, restricted payments are allowable within certain permitted baskets, which currently provides the Company with continued flexibility to make restricted payments when the Company’s consolidated total debt ratio is greater than 3.0 to 1.
The Company may redeem some or all of the 2032 Notes at any time on or after March 1, 2027, at the redemption prices set forth in the 2032 Notes Indenture, plus accrued and unpaid interest, if any. In addition, prior to March 1, 2027, the Company may redeem some or all of the 2032 Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a “make-whole” premium set forth in the 2032 Notes Indenture. The Company may redeem up to 40% of the 2032 Notes on or prior to March 1, 2027 with the proceeds of certain equity offerings at the redemption prices set forth in the 2032 Notes Indenture. If the Company or any of its restricted subsidiaries sells certain assets or if the Company consummates certain change in control transactions, the Company will be required to make an offer to repurchase the 2032 Notes.
Note 8 -Commitments and Contingencies
Litigation
The Company, in the ordinary course of business, is a party to various legal and regulatory proceedings and other general claims. Although no assurances can be given, in management’s opinion, such outstanding proceedings are not expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
The Company believes it has meritorious defenses to all of the claims described below and intends to vigorously defend itself against such claims. However, legal and regulatory proceedings involve an inherent level of uncertainty and no assurances can be given regarding the ultimate outcome of any such matters or whether an adverse outcome would not have a material adverse impact on the Company’s financial position, results of operations, or cash flows. At this stage, the Company is unable to determine whether a future loss will be incurred for any of its material outstanding legal and regulatory proceedings or to estimate a range of loss with respect to such proceeding, if any, and accordingly, no material amounts have been accrued in the Company’s financial statements for legal and regulatory proceedings.
On November 12, 2021, the CFPB initiated a civil action in the United States District Court for the Northern District of Texas against FirstCash, Inc. and Cash America West, Inc., two of the Company’s subsidiaries, alleging violations of the Military Lending Act (“MLA”) in connection with pawn transactions. The CFPB also alleges that these same alleged violations of the MLA constitute breaches of a 2013 CFPB consent order entered into by its predecessor company that, among other things, allegedly required the company and its successors to cease and desist from further MLA violations. The CFPB is seeking an injunction, redress for affected borrowers and a civil monetary penalty. On March 28, 2022, the CFPB filed a motion to strike certain affirmative defenses of the Company. The Company responded by filing a motion for partial summary judgment. On October 24, 2022, the Company filed a motion to dismiss the lawsuit on the basis that the funding structure of the CFPB is unconstitutional. This motion to dismiss follows the decision in another case by the Fifth Circuit Court of Appeals which found that the CFPB is unconstitutionally structured. The Fifth Circuit’s decisions govern the law applied in the jurisdiction in which the CFPB action is pending against the Company. In light of the CFPB's stated intent to seek Supreme Court review of that decision, the parties stipulated to a stay of the action against the Company, which the Court entered on November 4, 2022. The Supreme Court is currently reviewing the Fifth Circuit's decision, with oral arguments having been completed on October 3, 2023. The stay of the CFPB’s action against the Company will remain in effect until the Supreme Court issues its decision with respect to the appeal. If the Supreme Court decides in favor of the CFPB, the stay will be lifted and the Company and the CFPB will continue to litigate the civil action brought against the Company by the CFPB.
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Gold Forward Sales Contracts
As of March 31, 2024, the Company had contractual commitments to deliver a total of 83,000 gold ounces during the months of April 2024 and February 2026 at a weighted-average price of $2,110 per ounce. The ounces required to be delivered over this time period are within historical scrap gold volumes, and the Company expects to have the required gold ounces to meet the commitments as they come due.
Note 9 -Segment Information
The Company organizes its operations into three reportable segments as follows:
U.S. pawn
Latin America pawn
Retail POS payment solutions (AFF)
Corporate expenses and income, which include administrative expenses, corporate depreciation and amortization, interest expense, interest income, gain on foreign exchange, merger and acquisition expenses, and other expenses (income), net, are presented on a consolidated basis and are not allocated between the U.S. pawn segment, Latin America pawn segment or retail POS payment solutions segment. Intersegment transactions relate to the Company offering AFF’s LTO payment solution in its U.S. pawn stores and are eliminated to arrive at consolidated totals.
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The following tables present reportable segment information for the three month period ended March 31, 2024 and 2023 as well as segment earning assets (in thousands):
| U.S.Pawn · Latin AmericaPawn · Retail POSPaymentSolutions · Corporate/Eliminations · Consolidated | ||||||
|---|---|---|---|---|---|---|
| Revenue: | ||||||
| Retail merchandise sales | $236,990 | $130,849 | $— | $(1,018) | (1) | $366,821 |
| Pawn loan fees | 122,974 | 56,561 | — | — | 179,535 | |
| Leased merchandise income | — | — | 205,671 | — | 205,671 | |
| Interest and fees on finance receivables | — | — | 57,387 | — | 57,387 | |
| Wholesale scrap jewelry sales | 17,726 | 9,230 | — | — | 26,956 | |
| Total revenue | 377,690 | 196,640 | 263,058 | (1,018) | 836,370 | |
| Cost of revenue: | ||||||
| Cost of retail merchandise sold | 139,914 | 84,183 | — | (568) | (1) | 223,529 |
| Depreciation of leased merchandise | — | — | 120,774 | (490) | (1) | 120,284 |
| Provision for lease losses | — | — | 43,180 | (170) | (1) | 43,010 |
| Provision for loan losses | — | — | 30,418 | — | 30,418 | |
| Cost of wholesale scrap jewelry sold | 15,266 | 8,023 | — | — | 23,289 | |
| Total cost of revenue | 155,180 | 92,206 | 194,372 | (1,228) | 440,530 | |
| Net revenue | 222,510 | 104,434 | 68,686 | 210 | 395,840 | |
| Expenses and other income: | ||||||
| Operating expenses | 118,895 | 67,425 | 34,816 | — | 221,136 | |
| Administrative expenses | — | — | — | 43,057 | 43,057 | |
| Depreciation and amortization | 7,013 | 5,105 | 721 | 13,188 | 26,027 | |
| Interest expense | — | — | — | 25,418 | 25,418 | |
| Interest income | — | — | — | (743) | (743) | |
| Gain on foreign exchange | — | — | — | (186) | (186) | |
| Merger and acquisition expenses | — | — | — | 597 | 597 | |
| Other expenses (income), net | — | — | — | (1,351) | (1,351) | |
| Total expenses and other income | 125,908 | 72,530 | 35,537 | 79,980 | 313,955 | |
| Income (loss) before income taxes | $96,602 | $31,904 | $33,149 | $(79,770) | $81,885 | |
| U.S.Pawn · Latin AmericaPawn · Retail POSPaymentSolutions · Corporate/Eliminations · Consolidated | ||||||
|---|---|---|---|---|---|---|
| Earning assets: | ||||||
| Pawn loans | $315,792 | $140,287 | $— | $— | $456,079 | |
| Finance receivables, net | — | — | 105,653 | — | 105,653 | |
| Inventories | 216,762 | 85,623 | — | — | 302,385 | |
| Leased merchandise, net | — | — | 158,090 | (305) | (1) | 157,785 |
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| U.S.Pawn · Latin AmericaPawn · Retail POSPaymentSolutions · Corporate/Eliminations · Consolidated | ||||||
|---|---|---|---|---|---|---|
| Revenue: | ||||||
| Retail merchandise sales | $210,681 | $118,937 | $— | $(1,703) | (1) | $327,915 |
| Pawn loan fees | 102,684 | 48,876 | — | — | 151,560 | |
| Leased merchandise income | — | — | 183,438 | — | 183,438 | |
| Interest and fees on finance receivables | — | — | 54,642 | — | 54,642 | |
| Wholesale scrap jewelry sales | 26,316 | 18,868 | — | — | 45,184 | |
| Total revenue | 339,681 | 186,681 | 238,080 | (1,703) | 762,739 | |
| Cost of revenue: | ||||||
| Cost of retail merchandise sold | 121,929 | 77,963 | — | (891) | (1) | 199,001 |
| Depreciation of leased merchandise | — | — | 102,172 | (567) | (1) | 101,605 |
| Provision for lease losses | — | — | 49,166 | (101) | (1) | 49,065 |
| Provision for loan losses | — | — | 29,285 | — | 29,285 | |
| Cost of wholesale scrap jewelry sold | 21,082 | 14,645 | — | — | 35,727 | |
| Total cost of revenue | 143,011 | 92,608 | 180,623 | (1,559) | 414,683 | |
| Net revenue (loss) | 196,670 | 94,073 | 57,457 | (144) | 348,056 | |
| Expenses and other income: | ||||||
| Operating expenses | 109,781 | 55,756 | 33,524 | — | 199,061 | |
| Administrative expenses | — | — | — | 39,017 | 39,017 | |
| Depreciation and amortization | 5,870 | 5,445 | 736 | 15,060 | 27,111 | |
| Interest expense | — | — | — | 20,897 | 20,897 | |
| Interest income | — | — | — | (517) | (517) | |
| Gain on foreign exchange | — | — | — | (802) | (802) | |
| Merger and acquisition expenses | — | — | — | 31 | 31 | |
| Other expenses (income), net | — | — | — | 45 | 45 | |
| Total expenses and other income | 115,651 | 61,201 | 34,260 | 73,731 | 284,843 | |
| Income (loss) before income taxes | $81,019 | $32,872 | $23,197 | $(73,875) | $63,213 | |
| U.S.Pawn · Latin AmericaPawn · Retail POSPaymentSolutions · Corporate/Eliminations · Consolidated | ||||||
|---|---|---|---|---|---|---|
| Earning assets: | ||||||
| Pawn loans | $256,773 | $120,924 | $— | $— | $377,697 | |
| Finance receivables, net | — | — | 102,093 | — | 102,093 | |
| Inventories | 178,587 | 79,016 | — | — | 257,603 | |
| Leased merchandise, net | — | — | 150,094 | (1,240) | (1) | 148,854 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.