UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
May 15, 2017
(Date of Report - Date of Earliest Event Reported)
FIRSTCASH, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-10960 (Commission File Number) | 75-2237318 (IRS Employer Identification No.) |
1600 West 7th Street, Fort Worth, Texas 76102
(Address of principal executive offices, including zip code)
(817) 335-1100
(Registrant’s telephone number, including area code)
NONE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. o
Item 7.01 Regulation FD Disclosure.
On May 15, 2017, FirstCash, Inc. (the “Company”) issued a press release announcing it has commenced an offering through a private placement, subject to market and other conditions, of $300,000,000 in aggregate principal amount of senior notes due 2024 (the “Notes”). The Notes will be unsecured senior obligations of the Company and will have materially similar covenants to the current senior notes due 2021, except that the Company expects to have less restrictions on dividends and share repurchases provided certain financial ratios are maintained. The press release dated May 15, 2017 and attached hereto as Exhibit 99.1 includes the announcement of the offering of the Notes.
On May 15, 2017, the Company issued a press release announcing it has commenced a cash tender offer for any and all of the $200,000,000 aggregate outstanding principal amount of its 6.75% senior notes due 2021 (CUSIP Nos. 31942DAB3 and US31942DAB38) (the “2021 Notes”) and a related consent solicitation (together, the “Tender Offer and Consent Solicitation”) to effect certain amendments (the “Proposed Amendments”) to the indenture governing the 2021 Notes (the “Indenture”) that would eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the Indenture, which Proposed Amendments would be contained in a supplemental indenture (the “Supplemental Indenture”) to the Indenture. Holders who tender their 2021 Notes will be deemed to consent to all of the Proposed Amendments, and holders may not deliver consents without tendering their 2021 Notes. The Tender Offer and Consent Solicitation is being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated May 15, 2017, and a related Consent and Letter of Transmittal (together, the “Offer Documents”), which more fully set forth the terms and conditions of the Tender Offer and Consent Solicitation. The press release dated May 15, 2017 and attached hereto as Exhibit 99.2 includes the announcement of the Tender Offer and Consent Solicitation.
Certain information concerning the Company’s business and financial results that the Company expects to use at certain investor meetings and presentations is attached as Exhibits 99.4 and 99.5 to this report.
The information provided in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by the specific reference in such filing.
Item 8.01 Other Events.
The Company has announced that effective May 15, 2017 its Board of Directors approved a new share repurchase program authorizing the Company to repurchase up to $100 million of its common stock. The Board of Directors made this determination after considering the Company's liquidity needs and capital resources as well as the estimated current value of the Company's assets. The press release dated May 15, 2017 and attached hereto as Exhibit 99.3 includes the announcement of the share repurchase program.
The new share repurchase program replaces the Company’s prior share repurchase program, which was terminated effective May 15, 2017. Under the new share repurchase plan, the Company may purchase common stock in open market transactions, block or privately negotiated transactions, and may from time to time purchase shares pursuant to a trading plan in accordance with Rule 10b5-1 and Rule 10b-18 under the Exchange Act or by any combination of such methods. The number of shares to be purchased and the timing of the purchases are based on a variety of factors, including, but not limited to, the level of cash balances, credit availability, debt covenant restrictions, general business conditions, regulatory requirements, the market price of the Company's stock and the availability of alternative investment opportunities. No time limit was set for completion of repurchases under the new authorization and the program may be suspended or discontinued at any time.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: | |||
99.1 | Press release, dated May 15, 2017, announcing the offering of the Notes. | ||
99.2 | Press release, dated May 15, 2017, announcing the Tender Offer and Consent Solicitation. | ||
99.3 | Press release, dated May 15, 2017, announcing the Company’s new share repurchase program. | ||
99.4 | Summary financial and other data for the five years ended December 31, 2016, for the three months ended March 31, 2016 and 2017 and pro forma for the twelve months ended March 31, 2017. | ||
99.5 | Unaudited pro forma combined financial information for the year ended December 31, 2016 and the three months ended March 31, 2016. | ||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: May 15, 2017 | FIRSTCASH, INC. |
(Registrant) | |
/s/ R. DOUGLAS ORR | |
R. Douglas Orr | |
Executive Vice President and Chief Financial Officer | |
(Principal Financial and Accounting Officer) | |
EXHIBIT INDEX
Exhibit Number | Document | ||
99.1 | Press release, dated May 15, 2017, announcing the offering of the Notes. | ||
99.2 | Press release, dated May 15, 2017, announcing the Tender Offer and Consent Solicitation. | ||
99.3 | Press release, dated May 15, 2017, announcing the Company’s new share repurchase program. | ||
99.4 | Summary financial and other data for the five years ended December 31, 2016, for the three months ended March 31, 2016 and 2017 and pro forma for the twelve months ended March 31, 2017. | ||
99.5 | Unaudited pro forma combined financial information for the year ended December 31, 2016 and the three months ended March 31, 2016. | ||
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EXHIBIT 99.1
FirstCash Announces Commencement Of Offering Of Senior Notes
____________________________________________________________
Fort Worth, Texas (May 15, 2017) - FirstCash, Inc. (NYSE: FCFS) (the “Company”) today announced that it has commenced an offering through a private placement, subject to market and other conditions, of $300,000,000 in aggregate principal amount of senior notes due 2024 (the “Notes”). The Notes will be unsecured senior obligations of the Company.
The Company intends to use the net proceeds from the offering to repurchase pursuant to the Company’s previously announced tender offer for, or otherwise redeem, its outstanding 6.75% senior notes due 2021, to repurchase shares of its common stock, to pay related fees and expenses and for general corporate purposes.
The Notes are being offered in a private placement, solely to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or outside the United States to persons other than “U.S. persons” in reliance on Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This notice does not constitute an offer to sell the Notes, nor a solicitation for an offer to purchase the Notes, in any jurisdiction in which such offer or solicitation would be unlawful.
Forward-Looking Information
This release contains forward-looking statements, including statements about the Notes offering and the intended use of the net proceeds thereof. Forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such as “believes,” “projects,” “expects,” “may,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” “would,” “anticipates,” “potential,” “confident,” “optimistic,” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, guidance, expectations and future plans. Forward-looking statements can also be identified by the fact these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties.
These forward-looking statements are made to provide the public with management’s current expectations with regard to the Notes offering and the intended use of the net proceeds thereof. Although the Company believes the expectations reflected in forward-looking statements are reasonable, there can be no assurances such expectations will prove to be accurate. Security holders are cautioned that such forward-looking statements involve risks and uncertainties. Certain factors may cause results to differ materially from those anticipated by the forward-looking statements made in this release. Such factors may include, without limitation, the Company’s ability to consummate the offering of the Notes and other risks and uncertainties discussed and described in (i) the Company’s 2016 annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2017, including the risks described in Part 1, Item 1A, “Risk Factors” thereof, and (ii) the other reports filed with the SEC, including the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2017. Many of these risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. The forward-looking
statements contained in this release speak only as of the date of this release, and the Company expressly disclaims any obligation or undertaking to report any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
About FirstCash
FirstCash is the leading international operator of pawn stores with more than 2,000 retail pawn and consumer lending locations in 26 U.S. states and Latin America, which includes all the states in Mexico and the countries of Guatemala and El Salvador. The Company employs more than 16,000 people between the U.S. and Latin America. FirstCash focuses on serving cash and credit constrained consumers primarily through its retail pawn locations, which buy and sell a wide variety of jewelry, consumer electronics, power tools, household appliances, sporting goods, musical instruments and other merchandise, and make small consumer pawn loans secured by pledged personal property. Approximately 95% of the Company’s revenues are from pawn operations.
FirstCash is a component company in both the Standard & Poor’s SmallCap 600 Index® and the Russell 2000 Index®. FirstCash’s common stock (ticker symbol “FCFS”) is traded on the NYSE, home to many of the world’s most iconic brands, technology business leaders and emerging growth companies shaping today’s global economic landscape.
For further information, please contact:
Gar Jackson
Global IR Group
Phone: (949) 873-2789
Email: gar@globalirgroup.com
Doug Orr, Executive Vice President and Chief Financial Officer
Phone: (817) 258-2650
Email: investorrelations@firstcash.com
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EXHIBIT 99.2
FirstCash Announces Tender Offer And Consent Solicitation
____________________________________________________________
Fort Worth, Texas (May 15, 2017) - FirstCash, Inc. (NYSE: FCFS) (the “Company”) announced today that it has commenced a cash tender offer for any and all of the $200,000,000 aggregate outstanding principal amount of its 6.75% senior notes due 2021 (CUSIP Nos. 31942DAB3 and US31942DAB38) (the “Notes”) and a related consent solicitation (together, the “Tender Offer and Consent Solicitation”) to effect certain amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”) that would eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the Indenture, which Proposed Amendments would be contained in a supplemental indenture (the “Supplemental Indenture”) to the Indenture. Holders who tender their Notes will be deemed to consent to all of the Proposed Amendments, and holders may not deliver consents without tendering their Notes. The Tender Offer and Consent Solicitation is being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated May 15, 2017, and a related Consent and Letter of Transmittal (together, the “Offer Documents”), which more fully set forth the terms and conditions of the Tender Offer and Consent Solicitation.
The Tender Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on June 12, 2017 (as such time and date may be extended, “Expiration Date”), unless earlier terminated. Holders who validly tender their Notes and deliver their consents to the Proposed Amendments at or prior to 5:00 p.m., New York City time, on May 26, 2017 (as such time and date may be extended by the Company in its sole discretion, the “Consent Payment Deadline”) and do not withdraw their Notes or revoke their consents at or prior to such time (as such time and date may be extended by the Company in its sole discretion, the “Withdrawal Deadline”), and whose Notes are accepted for purchase, will receive $1,054.00 per $1,000 principal amount of tendered Notes (the “Total Consideration”), which amount includes a consent payment of $30.00 per $1,000 principal amount of Notes, plus any accrued and unpaid interest from and including the most recent interest payment date for the Notes, and up to, but excluding, the applicable settlement date.
Holders of the Notes who validly tender their Notes after the Consent Payment Deadline, but at or prior to the Expiration Date, and whose Notes are accepted for purchase, will receive $1,024.00 per $1,000 principal amount of Notes, plus any accrued and unpaid interest from and including the most recent interest payment date for the Notes, and up to, but excluding, the applicable settlement date. Holders of Notes tendered after the Consent Payment Deadline will not receive a consent payment.
If the Company receives valid consents of the holders of a majority in aggregate principal amount of the outstanding Notes (the “Requisite Consents”) and the Company accepts such Notes for purchase, the Company will execute the Supplemental Indenture effecting the Proposed Amendments. Notes tendered and consents delivered prior to the Withdrawal Deadline may be withdrawn at any time before the Withdrawal Deadline. Consents delivered after the Withdrawal Deadline will not be permitted to be withdrawn.
The Company reserves the right, but is under no obligation, on any day following the Consent Payment Deadline and prior to the Expiration Date (the “Early Settlement Date”), to accept for purchase any notes validly tendered prior to the Consent Payment Deadline (and not withdrawn at or prior to the Withdrawal Deadline), subject to satisfaction or waiver of the conditions to the Tender Offer and Consent Solicitation. The Early Settlement Date is currently expected to occur promptly following the Consent Payment Deadline.
The Tender Offer and Consent Solicitation is subject to a number of conditions that are set forth in the Offer Documents, including, without limitation, (i) the condition (the “Financing Condition”) that the Company has completed one or more financing transactions resulting in net proceeds to the Company that are sufficient to pay (a) the Total Consideration, plus any accrued and unpaid interest of the Notes from and including the most recent interest payment date and up to, but not including, the applicable settlement date, in respect of all of the Notes and (b) the related fees and expenses of the Tender Offer and Consent Solicitation and (ii) the execution by the Company and the other parties thereto of the Supplemental Indenture following receipt of the Requisite Consents (the “Documentation Condition”). There can be no assurance that the Company will satisfy the Financing Condition, or any other condition to the Tender Offer and Consent Solicitation, including the Documentation Condition. If any of the conditions are not satisfied, the Company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes or delivered consents and may terminate the Tender Offer and Consent Solicitation.
The Company intends to call for redemption any and all Notes not tendered in the Tender Offer and Consent Solicitation, and, at the time the Company calls such Notes for redemption, if the Documentation Condition has not been satisfied, the Company intends to effect the satisfaction and discharge of the Indenture. The Company may call the Notes for redemption, and effect the satisfaction and discharge of the Indenture, as early as the Early Settlement Date.
The Company expressly reserves the right, subject to applicable law, to terminate the Tender Offer and Consent Solicitation.
The Company has engaged Credit Suisse Securities (USA) LLC as the sole Dealer Manager and Solicitation Agent for the Tender Offer and Consent Solicitation. Persons with questions regarding the Tender Offer and Consent Solicitation should contact Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 325-2476 (collect). Requests for copies of the Offer Documents or documents relating to the Tender Offer and Consent Solicitation may be directed to D.F. King & Co., Inc., the Tender and Information Agent, at (212) 269-5550 or toll-free at (866) 544-8778 or fcfs@dfking.com.
This press release does not constitute a notice of redemption under the optional redemption provisions of the Indenture or an obligation to issue a notice of redemption in respect of the Notes. Any redemption would be made solely pursuant to the notice of redemption, including subject to the conditions set forth therein, delivered pursuant to the Indenture, and the information in this press release is qualified in its entirety by such notice. This press release does not constitute an offer to sell, or a solicitation of an offer to buy, the Notes or any other securities (including any securities to be issued in any financing transaction), nor does it constitute a solicitation of consents to amend the related Indenture. The Tender Offer and Consent Solicitation is made solely pursuant to the Offer Documents. The Tender Offer and Consent Solicitation is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Holders are urged to read the Offer Documents and related documents carefully before making any decision with respect to the Tender Offer and Consent Solicitation. Holders of Notes must make their own decisions as to whether to tender their Notes and provide the related consents. None of the Company, the Dealer Manager and Solicitation Agent or the Tender and Information Agent makes any recommendations as to whether holders should tender their Notes or provide the related consents pursuant to the Tender Offer and Consent Solicitation, and no one has been authorized to make such a recommendation.
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Forward-Looking Information
This release contains forward-looking statements, including statements about the satisfaction or waiver of the Documentation Condition, the Financing Condition and other conditions of the Tender Offer and Consent Solicitation; our intended redemption of the untendered Notes; and any satisfaction and discharge of the Indenture. Forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such as “believes,” “projects,” “expects,” “may,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” “would,” “anticipates,” “potential,” “confident,” “optimistic,” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, guidance, expectations and future plans. Forward-looking statements can also be identified by the fact these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties.
These forward-looking statements are made to provide the public with management’s current expectations with regard to the Tender Offer and Consent Solicitation. Although the Company believes the expectations reflected in forward-looking statements are reasonable, there can be no assurances such expectations will prove to be accurate. Security holders are cautioned that such forward-looking statements involve risks and uncertainties. Certain factors may cause results to differ materially from those anticipated by the forward-looking statements made in this release. Such factors may include, without limitation, the Company’s ability to satisfy the conditions to the Tender Offer and Consent Solicitation and other risks and uncertainties discussed and described in (i) the Company’s 2016 annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2017, including the risks described in Part 1, Item 1A, “Risk Factors” thereof, and (ii) the other reports filed with the SEC, including the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2017. Many of these risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. The forward-looking statements contained in this release speak only as of the date of this release, and the Company expressly disclaims any obligation or undertaking to report any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
About FirstCash
FirstCash is the leading international operator of pawn stores with more than 2,000 retail pawn and consumer lending locations in 26 U.S. states and Latin America, which includes all the states in Mexico and the countries of Guatemala and El Salvador. The Company employs more than 16,000 people between the U.S. and Latin America. FirstCash focuses on serving cash and credit constrained consumers primarily through its retail pawn locations, which buy and sell a wide variety of jewelry, consumer electronics, power tools, household appliances, sporting goods, musical instruments and other merchandise, and make small consumer pawn loans secured by pledged personal property. Approximately 95% of the Company’s revenues are from pawn operations.
FirstCash is a component company in both the Standard & Poor’s SmallCap 600 Index® and the Russell 2000 Index®. FirstCash’s common stock (ticker symbol “FCFS”) is traded on the NYSE, home to many of the world’s most iconic brands, technology business leaders and emerging growth companies shaping today’s global economic landscape.
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For further information, please contact:
Gar Jackson
Global IR Group
Phone: (949) 873-2789
Email: gar@globalirgroup.com
Doug Orr, Executive Vice President and Chief Financial Officer
Phone: (817) 258-2650
Email: investorrelations@firstcash.com
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EXHIBIT 99.3
FirstCash Announces New $100 Million Share Repurchase Authorization
____________________________________________________________
Fort Worth, Texas (May 15, 2017) -- FirstCash, Inc. (the “Company”) (NYSE: FCFS) announced today that its Board of Directors has authorized a new share repurchase plan for up to $100 million of its common stock effective May 15, 2017. The Company expects to fund the share repurchases primarily through its operating cash flows and the expected net proceeds from the private placement offering of senior notes due 2024 also announced today in a separate release.
Rick Wessel, chief executive officer of First Cash, stated, “While the Company’s primary use for cash is for continued investment in new stores through organic growth and acquisitions, the new and increased share repurchase program reflects the strength of the Company’s financial position and cash flows which we expect to generate additional shareholder value through our cash dividend and share repurchase programs. We anticipate making meaningful share repurchases throughout the remainder of 2017 and 2018, if necessary, under this authorization.”
The new share repurchase program replaces the Company’s prior share repurchase program, which was terminated effective May 15, 2017. Under the new share repurchase plan, the Company may purchase common stock in open market transactions, block or privately negotiated transactions, and may from time to time purchase shares pursuant to a trading plan in accordance with Rule 10b5-1 and Rule 10b-18 under the Exchange Act or by any combination of such methods. The number of shares to be purchased and the timing of the purchases are based on a variety of factors, including, but not limited to, the level of cash balances, credit availability, debt covenant restrictions, general business conditions, regulatory requirements, the market price of the Company's stock and the availability of alternative investment opportunities. No time limit was set for completion of repurchases under the new authorization and the program may be suspended or discontinued at any time.
Forward-Looking Information
This release contains forward-looking statements about the business, financial condition and prospects of FirstCash, Inc. and its wholly owned subsidiaries (together, the “Company”). Forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such as “believes,” “projects,” “expects,” “may,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” “would,” “anticipates,” “potential,” “confident,” “optimistic,” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, guidance, expectations and future plans. Forward-looking statements can also be identified by the fact these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties.
These forward-looking statements are made to provide the public with management’s current expectations with regard to the share repurchase program. Although the Company believes the expectations reflected in forward-looking statements are reasonable, there can be no assurances such expectations will prove to be accurate. Security holders are cautioned such forward-looking statements involve risks and uncertainties. Certain factors may cause results to differ materially from those anticipated by the forward-looking statements made in this release. Such factors may include, without limitation, the risks, uncertainties and regulatory developments discussed and described in (i) the Company’s 2016 annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2017, including the risks described in Part 1, Item 1A, “Risk Factors” thereof, and (ii) the other reports filed with the SEC. Many of these risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict,
in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. The forward-looking statements contained in this release speak only as of the date of this release, and the Company expressly disclaims any obligation or undertaking to report any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
About FirstCash
FirstCash is the leading international operator of pawn stores with more than 2,000 retail pawn and consumer lending locations in 26 U.S. states and Latin America, which includes all the states in Mexico and the countries of Guatemala and El Salvador. The Company employs more than 16,000 people between the U.S. and Latin America. FirstCash focuses on serving cash and credit constrained consumers primarily through its retail pawn locations, which buy and sell a wide variety of jewelry, consumer electronics, power tools, household appliances, sporting goods, musical instruments and other merchandise, and make small consumer pawn loans secured by pledged personal property. Approximately 95% of the Company’s revenues are from pawn operations.
FirstCash is a component company in both the Standard & Poor’s SmallCap 600 Index® and the Russell 2000 Index®. FirstCash’s common stock (ticker symbol “FCFS”) is traded on the NYSE, home to many of the world’s most iconic brands, technology business leaders and emerging growth companies shaping today’s global economic landscape. For additional information regarding FirstCash and the services it provides, visit FirstCash’s websites located at http://www.firstcash.com and http://www.cashamerica.com.
For further information, please contact:
Gar Jackson
Global IR Group
Phone: (949) 873-2789
Email: gar@globalirgroup.com
Doug Orr, Executive Vice President and Chief Financial Officer
Phone: (817) 258-2650
Email: investorrelations@firstcash.com
Website: ir.firstcash.com
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EXHIBIT 99.4
Summary Financial and Other Data
The following table sets forth summary financial and other data as of and for each of the periods indicated below. The summary consolidated income statement data and statement of cash flows data for the years ended December 31, 2016, 2015 and 2014 and the selected consolidated balance sheet data as of December 31, 2016 and 2015 have been derived from, and are qualified by reference to, our audited consolidated financial statements incorporated by reference in this offering circular. The summary consolidated income statement data and statement of cash flows data for the years ended December 31, 2013 and 2012 and the selected consolidated balance sheet data as of December 31, 2014, 2013 and 2012 have been derived from our audited consolidated financial statements that are not included or incorporated by reference in this offering circular. The summary consolidated income statement data and statement of cash flows data for the three months ended March 31, 2017 and 2016 and the selected consolidated balance sheet data as of March 31, 2017 and 2016 have been derived from, and are qualified by reference to, our unaudited condensed consolidated financial statements incorporated by reference into this offering circular. We derived the summary pro forma income statement data for the twelve months ended March 31, 2017 by adding the pro forma income statement data for the year ended December 31, 2016 and the summary income statement data for the three months ended March 31, 2017, and subtracting the pro forma income statement data for the three months ended March 31, 2016.
The summary consolidated income statement data and statement of cash flows data for the year ended December 31, 2016 include the results of operations for Cash America for the period September 2, 2016 to December 31, 2016, and the summary consolidated income statement data and statement of cash flows data for the three months ended March 31, 2017 include the results of operations for Cash America for the entire period. The selected consolidated balance sheet data at December 31, 2016 and March 31, 2017 include preliminary valuations of the assets acquired and liabilities assumed in the Merger.
The historical results presented below are not necessarily indicative of the results to be expected for any future period. This information is only a summary and should be read in conjunction with “Risk Factors” included in this offering circular and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included in this offering circular and incorporated by reference herein from our 2016 Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (the “2017 First Quarter Form 10-Q”).
Pro Forma Twelve Months Ended March 31, 2017(1) | |||||||||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||
2012 | 2013 | 2014 | 2015 | 2016 | 2016 | 2017 | |||||||||||||||||||||||||
(in thousands, except per share amounts and certain operating data) | |||||||||||||||||||||||||||||||
Income Statement Data: | |||||||||||||||||||||||||||||||
Revenue: | |||||||||||||||||||||||||||||||
Retail merchandise sales | $ | 287,456 | $ | 367,187 | $ | 428,182 | $ | 449,296 | $ | 669,131 | $ | 118,776 | $ | 259,994 | $ | 1,011,506 | |||||||||||||||
Pawn loan fees | 152,237 | 181,555 | 199,357 | 195,448 | 312,757 | 51,433 | 128,251 | 520,323 | |||||||||||||||||||||||
Consumer loan and credit services fees | 48,692 | 43,781 | 36,749 | 27,803 | 43,851 | 5,686 | 21,220 | 89,224 | |||||||||||||||||||||||
Wholesale scrap jewelry sales | 103,706 | 68,325 | 48,589 | 32,055 | 62,638 | 7,308 | 38,111 | 135,843 | |||||||||||||||||||||||
Total revenue | 592,091 | 660,848 | 712,877 | 704,602 | 1,088,377 | 183,203 | 447,576 | 1,756,896 | |||||||||||||||||||||||
Cost of revenue: | |||||||||||||||||||||||||||||||
Cost of retail merchandise sold | 167,144 | 221,361 | 261,673 | 278,631 | 418,556 | 74,422 | 165,635 | 645,419 | |||||||||||||||||||||||
Consumer loan and credit services loss provision | 12,556 | 11,368 | 9,287 | 7,159 | 11,993 | 1,047 | 4,092 | 22,003 | |||||||||||||||||||||||
Cost of wholesale scrap jewelry sold | 76,853 | 58,545 | 41,044 | 27,628 | 53,025 | 5,871 | 34,949 | 125,177 | |||||||||||||||||||||||
Total cost of revenue | 256,553 | 291,274 | 312,004 | 313,418 | 483,574 | 81,340 | 204,676 | 792,599 | |||||||||||||||||||||||
Net revenue | 335,538 | 369,574 | 400,873 | 391,184 | 604,803 | 101,863 | 242,900 | 964,297 | |||||||||||||||||||||||
Pro Forma Twelve Months Ended March 31, 2017(1) | |||||||||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||
2012 | 2013 | 2014 | 2015 | 2016 | 2016 | 2017 | |||||||||||||||||||||||||
Expenses and other income: | |||||||||||||||||||||||||||||||
Store operating expenses | 148,879 | 181,321 | 198,986 | 207,572 | 328,014 | 55,411 | 136,744 | 545,977 | |||||||||||||||||||||||
Administrative expenses | 48,902 | 47,180 | 53,588 | 51,883 | 96,537 | 17,268 | 33,238 | 149,873 | |||||||||||||||||||||||
Depreciation and amortization | 12,939 | 15,361 | 17,476 | 17,939 | 31,865 | 4,937 | 14,243 | 55,006 | |||||||||||||||||||||||
Interest expense, net | 1,272 | 3,170 | 12,845 | 15,321 | 19,569 | 4,186 | 5,786 | 26,545 | |||||||||||||||||||||||
Merger and other acquisition expenses | 1,309 | 2,350 | 998 | 2,875 | 36,670 | 400 | 647 | 947 | |||||||||||||||||||||||
Goodwill impairment – U.S. consumer loan operations | — | — | — | 7,913 | — | — | — | — | |||||||||||||||||||||||
Gain disposition of equity securities | — | — | — | — | (1,299) | — | — | (3,961) | |||||||||||||||||||||||
Total expenses and other income | 213,301 | 249,382 | 283,893 | 303,503 | 511,356 | 82,202 | 190,658 | 774,387 | |||||||||||||||||||||||
Income from continuing operations before income taxes | 122,237 | 120,192 | 116,980 | 87,681 | 93,447 | 19,661 | 52,242 | 189,910 | |||||||||||||||||||||||
Provision for income taxes | 41,375 | 35,713 | 31,542 | 26,971 | 33,320 | 6,487 | 19,597 | 67,907 | |||||||||||||||||||||||
Income from continuing operations | 80,862 | 84,479 | 85,438 | 60,710 | 60,127 | 13,174 | 32,645 | 122,003 | |||||||||||||||||||||||
Loss from discontinued operations, net of tax | (503) | (633) | (272) | — | — | — | — | — | |||||||||||||||||||||||
Net income | $ | 80,359 | $ | 83,846 | $ | 85,166 | $ | 60,710 | $ | 60,127 | $ | 13,174 | $ | 32,645 | $ | 122,003 | |||||||||||||||
Dividends declared per common share | $ — | $ — | $ — | $ — | $ | 0.565 | $ | 0.125 | $ | 0.190 | $ | 0.63 | |||||||||||||||||||
Balance Sheet Data: | |||||||||||||||||||||||||||||||
Inventories | $ | 63,345 | $ | 77,793 | $ | 91,088 | $ | 93,458 | $ | 330,683 | $ | 90,714 | $ | 308,165 | $ | 308,165 | |||||||||||||||
Pawn loans | 103,181 | 115,234 | 118,536 | 117,601 | 350,506 | 126,620 | 314,505 | 314,505 | |||||||||||||||||||||||
Net working capital | 209,132 | 236,417 | 258,194 | 279,259 | 748,507 | 240,521 | 671,048 | 671,048 | |||||||||||||||||||||||
Total assets | 506,544 | 660,999 | 711,880 | 752,895 | 2,145,203 | 753,885 | 2,043,554 | 2,043,554 | |||||||||||||||||||||||
Long-term liabilities | 122,978 | 201,889 | 234,880 | 275,338 | 551,589 | 258,669 | 438,569 | 438,569 | |||||||||||||||||||||||
Total liabilities | 154,128 | 250,650 | 277,439 | 321,513 | 695,217 | 314,598 | 556,319 | 556,319 | |||||||||||||||||||||||
Stockholders’ equity | 352,416 | 410,349 | 434,441 | 431,382 | 1,449,986 | 439,287 | 1,487,235 | 1,487,235 | |||||||||||||||||||||||
Pro Forma Twelve Months Ended March 31, 2017(1) | |||||||||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||
2012 | 2013 | 2014 | 2015 | 2016 | 2016 | 2017 | |||||||||||||||||||||||||
Statement of Cash Flows Data: | |||||||||||||||||||||||||||||||
Net cash flows provided by (used in): | |||||||||||||||||||||||||||||||
Operating activities | $ | 88,792 | $ | 106,718 | $ | 97,679 | $ | 92,749 | $ | 96,854 | $ | 25,076 | $ | 63,865 | |||||||||||||||||
Investing activities | (159,904) | (140,726) | (85,366) | (71,676) | (25,967) | (27,095) | 58,259 | ||||||||||||||||||||||||
Financing activities | 49,525 | 54,644 | (9,098) | 9,127 | (58,713) | (28,062) | (142,177) | ||||||||||||||||||||||||
Other Financial Data(2): | |||||||||||||||||||||||||||||||
Adjusted EBITDA | 148,027 | 132,201 | 180,252 | 29,184 | 72,918 | 268,447 | |||||||||||||||||||||||||
Adjusted net income | 80,004 | 68,483 | 85,332 | 13,434 | 33,053 | 120,126 | |||||||||||||||||||||||||
Free cash flow (twelve months ended) | 71,255 | 67,960 | 46,919 | 60,630 | 145,871 | ||||||||||||||||||||||||||
Ratio of total debt (as adjusted) (3) to Adjusted EBITDA | 1.6 | ||||||||||||||||||||||||||||||
Ratio of Adjusted EBITDA to interest expense (as adjusted)(3) | 9.3 | ||||||||||||||||||||||||||||||
Location Counts: | |||||||||||||||||||||||||||||||
Pawn stores | 715 | 821 | 912 | 1,005 | 2,012 | 1,204 | 2,017 | 2,017 | |||||||||||||||||||||||
Credit services/consumer loan stores | 99 | 85 | 93 | 70 | 73 | 69 | 73 | 73 | |||||||||||||||||||||||
814 | 906 | 1,005 | 1,075 | 2,085 | 1,273 | 2,090 | 2,090 | ||||||||||||||||||||||||
(1) | See “Unaudited Pro Forma Combined Financial Information.” |
(2) | These measures are non-GAAP financial measures. |
(3) | Total debt and interest expense is calculated on a pro forma basis, as adjusted to give effect to the offering of the notes. |
The Company uses certain financial calculations such as EBITDA, adjusted EBITDA, adjusted net income and free cash flow (as defined or explained below) as factors in the measurement and evaluation of the Company’s operating performance and period-over-period growth. The Company derives these financial calculations on the basis of methodologies other than GAAP, primarily by excluding from a comparable GAAP measure certain items that the Company does not consider to be representative of its actual operating performance. These financial calculations are “non-GAAP financial measures” as defined in SEC rules. The Company uses these non-GAAP financial measures in operating its business because management believes they are less susceptible to variances in actual operating performance that can result from the excluded items, other infrequent charges and currency fluctuations. The Company presents these financial measures to investors because management believes they are useful to investors in evaluating the primary factors that drive the Company’s operating performance and because management believes they provide greater transparency into the Company’s results of operations. However, items that are excluded and other adjustments and assumptions that are made in calculating EBITDA, adjusted EBITDA, adjusted net income and free cash flow are significant components in understanding and assessing the Company’s financial performance. These non-GAAP financial measures should be evaluated in conjunction with, and are not a substitute for, the Company’s GAAP financial measures. Further, because these non-GAAP financial measures are not determined in accordance with GAAP and are thus susceptible to varying calculations, EBITDA, adjusted EBITDA, adjusted net income and free cash flow as presented may not be comparable to other similarly titled measures of other companies.
The Company expects to incur additional expenses over the next two years in connection with the Merger and integration with Cash America. The Company has adjusted the applicable financial measures to exclude these items because it generally would not incur such costs and expenses as part of its continuing operations. The Merger-related expenses are predominantly incremental costs directly associated with the Merger and integration of Cash America, including professional fees, legal expenses, severance and retention payments, accelerated vesting of certain equity compensation awards, contract breakage costs and costs related to consolidation of technology systems and corporate facilities.
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA
The Company defines EBITDA as net income before income taxes, depreciation and amortization, interest expense and interest income, and adjusted EBITDA as EBITDA further adjusted to exclude certain items as listed below that management considers to be non-operating in nature and not representative of the Company’s actual operating performance. The Company believes EBITDA and adjusted EBITDA are commonly used by investors to assess a company’s financial performance. However, EBITDA and adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as a substitute for net income or other statement of income data prepared in accordance with GAAP. The following table provides a reconciliation of net income to EBITDA and adjusted EBITDA (unaudited, in thousands):
Year Ended December 31, | Three Months Ended March 31, | Pro Forma Twelve Months Ended March 31, 2017 | |||||||||||||||||||||
2014 | 2015 | 2016 | 2016 | 2017 | |||||||||||||||||||
Net income | $ | 85,166 | $ | 60,710 | $ | 60,127 | $ | 13,174 | $ | 32,645 | $ | 122,003 | |||||||||||
Income taxes | 31,542 | 26,971 | 33,320 | 6,487 | 19,597 | 67,907 | |||||||||||||||||
Depreciation and amortization(a) | 17,476 | 17,446 | 31,865 | 4,937 | 14,243 | 55,006 | |||||||||||||||||
Interest expense | 13,527 | 16,887 | 20,320 | 4,460 | 6,113 | 27,383 | |||||||||||||||||
Interest income | (682) | (1,566) | (751) | (274) | (327) | (838) | |||||||||||||||||
EBITDA | 147,029 | 120,448 | 144,881 | 28,784 | 72,271 | 271,461 | |||||||||||||||||
Adjustments: | |||||||||||||||||||||||
Merger-related expenses | — | — | 36220 | 250 | 647 | 647 | |||||||||||||||||
Other acquisition expenses | 998 | 2,875 | 450 | 150 | — | 300 | |||||||||||||||||
Restructuring expenses related to U.S. consumer loan operations | — | 8,878 | — | — | — | — | |||||||||||||||||
Net gain on sale of common stock of Enova International, Inc. | — | — | (1,299) | — | — | (3,961) | |||||||||||||||||
Adjusted EBITDA | $ | 148,027 | $ | 132,201 | $ | 180,252 | $ | 29,184 | $ | 72,918 | $ | 268,447 | |||||||||||
(a) | For fiscal 2015, excludes $493 of depreciation and amortization, which is included in the restructuring expenses related to U.S. consumer loan operations. |
Adjusted Net Income
Management believes the presentation of adjusted net income provides investors with greater transparency and provides a more complete understanding of the Company’s financial performance and prospects for the future. In addition, management believes the adjustments shown below are useful to investors in order to allow them to compare the Company’s financial results for the current periods presented with the prior periods presented.
The following table provides a reconciliation between net income calculated in accordance with GAAP to adjusted net income, which are shown net of tax (unaudited, in thousands):
Year Ended December 31, | Three Months Ended March 31, | Pro Forma Twelve Months Ended March 31, | |||||||||||||||||||||
2014 | 2015 | 2016 | 2016 | 2017 | 2017 | ||||||||||||||||||
Net income, as reported | $ | 85,166 | $ | 60,710 | $ | 60,127 | $ | 13,174 | $ | 32,645 | $ | 122,003 | |||||||||||
Adjustments, net of tax: | |||||||||||||||||||||||
Merger-related expenses | |||||||||||||||||||||||
Transaction | — | — | 14,399 | 166 | — | — | |||||||||||||||||
Severance and retention | — | — | 9,594 | — | 354 | 354 | |||||||||||||||||
Other | — | — | 1,726 | — | 54 | 54 | |||||||||||||||||
Total Merger-related expenses | — | — | 25,719 | 166 | 408 | 408 | |||||||||||||||||
Other acquisition expenses | 679 | 1,989 | 304 | 94 | — | 210 | |||||||||||||||||
Restructuring expenses related to U.S. consumer loan operations | — | 5,784 | — | — | — | — | |||||||||||||||||
Foreign tax benefit | (5,841) | — | — | — | — | — | |||||||||||||||||
Net gain on sale of common stock of Enova | — | — | (818) | — | — | (2,495) | |||||||||||||||||
Adjusted net income | $ | 80,004 | $ | 68,483 | $ | 85,332 | $ | 13,434 | $ | 33,053 | $ | 120,126 | |||||||||||
The following tables provide a reconciliation of the gross amounts, the impact of income taxes and the net amounts for each of the adjustments included in the table above (unaudited, in thousands):
Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||
2014 | 2015 | 2016 | Pro Forma Twelve Months Ended March 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||
Pre-tax | Tax | After-tax | Pre-tax | Tax | After-tax | Pre-tax | Tax | After-tax | Pre-tax | Tax | After-tax | ||||||||||||||||||||||||||||||||||||
Merger-related expenses(a) | $ — | $ — | $ — | $ — | $ — | $ — | $ | 36,220 | $ | 10,501 | $ | 25,719 | $ | 647 | $ | 239 | $ | 408 | |||||||||||||||||||||||||||||
Other acquisition expenses | 998 | 319 | 679 | 2,875 | 886 | 1,989 | 450 | 146 | 304 | 300 | 90 | 210 | |||||||||||||||||||||||||||||||||||
Restructuring expenses related to U.S. consumer loan operations | — | — | — | 8,878 | 3,094 | 5,784 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Foreign tax benefit | — | 5,841 | (5,841) | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Net gain on sale of common stock of Enova | — | — | — | — | — | — | (1,299) | (481) | (818) | (3,961) | (1,466) | (2,495) | |||||||||||||||||||||||||||||||||||
Total adjustments | $ | 998 | $ | 6,160 | $ | (5,162 | ) | $ | 11,753 | $ | 3,980 | $ | 7,773 | $ | 35,371 | $ | 10,166 | $ | 25,205 | $ | (3,014 | ) | $ | (1,137 | ) | $ | (1,877 | ) | |||||||||||||||||||
(a) | Resulting tax benefit for the year ended December 31, 2016 is less than the statutory rate as a portion of the transaction costs are not deductible for tax purposes. See Note 4 to the consolidated financial statements in “Financial Statements and Supplementary Date” in the 2016 Form 10-K for further information. |
Three Months Ended March 31, | |||||||||||||||||||||||
2016 | 2017 | ||||||||||||||||||||||
Pre-tax | Tax | After-tax | Pre-tax | Tax | After-tax | ||||||||||||||||||
Merger-related expenses | $ | 250 | $ | 84 | $ | 166 | $ | 647 | $ | 239 | $ | 408 | |||||||||||
Other acquisition expenses | 150 | 56 | 94 | — | — | — | |||||||||||||||||
Total adjustments | $ | 400 | $ | 140 | $ | 260 | $ | 647 | $ | 239 | $ | 408 | |||||||||||
Free Cash Flow
For purposes of its internal liquidity assessments, the Company considers free cash flow, which the Company defines as cash flow from operating activities reduced by purchases of property and equipment and net cash outflow from loan receivables. Free cash flow is commonly used by investors as an additional measure of cash generated by business operations that may be used to repay scheduled debt maturities and debt service or, following payment of such debt obligations and other non-discretionary items, may be available to invest in future growth through new business development activities or acquisitions, repurchase stock, pay cash dividends or repay debt obligations prior to their maturities. These metrics can also be used to evaluate the Company’s ability to generate cash flow from business operations and the impact that this cash flow has on the Company’s liquidity. However, free cash flow has limitations as an analytical tool and should not be considered in isolation or as a substitute for cash flow from operating activities, including discontinued operations, or other income statement data prepared in accordance with GAAP. The following table reconciles “net cash flow from operating activities” to “free cash flow” (in thousands):
Year Ended December 31, | Twelve Months Ended March 31, | ||||||||||||||||||
2014 | 2015 | 2016 | 2016 | 2017 | |||||||||||||||
Cash flow from operating activities | $ | 97,679 | $ | 92,749 | $ | 96,854 | $ | 90,395 | $ | 135,643 | |||||||||
Cash flow from investing activities: | |||||||||||||||||||
Loan receivables, net of cash repayments | (2,470) | (3,716) | (16,072) | (6,735) | 45,824 | ||||||||||||||
Purchases of property and equipment | (23,954) | (21,073) | (33,863) | (23,030) | (35,596) | ||||||||||||||
Free cash flow | $ | 71,255 | $ | 67,960 | $ | 46,919 | $ | 60,630 | $ | 145,871 | |||||||||
EXHIBIT 99.5
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following unaudited pro forma combined statement of income information is presented to illustrate the estimated effects of the Merger based on the historical statements of income and accounting records of FirstCash and Cash America after giving effect to the Merger and the Merger-related pro forma adjustments described in the notes below. The unaudited pro forma combined statements of income for the year ended December 31, 2016 and for the three months ended March 31, 2016 combine the historical consolidated statements of income of FirstCash and Cash America, giving effect to the Merger as if it had been consummated on January 1, 2016. The historical consolidated statements of income of FirstCash and Cash America have been adjusted to reflect certain reclassifications to conform with current financial statement presentation.
The unaudited pro forma combined statements of income have been developed from and should be read in conjunction with FirstCash’s audited consolidated statement of income for the year ended December 31, 2016 contained in the 2016 Form 10-K incorporated by reference herein, with FirstCash’s unaudited condensed consolidated statement of income for the quarter ended March 31, 2016 contained in FirstCash’s Quarterly Report on Form 10-Q for the period ended March 31, 2017 incorporated by reference herein, with the unaudited condensed consolidated statement of income of Cash America for the period January 1, 2016 to September 1, 2016 and with the unaudited condensed consolidated statement of income of Cash America contained in Cash America’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 incorporated by reference herein. The unaudited pro forma combined statements of income are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations of FirstCash for the respective periods presented would have been had the Merger occurred on the date assumed, nor is it necessarily indicative of future consolidated results of operations.
Pro forma adjustments are included only to the extent they are (i) directly attributable to the Merger, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. FirstCash expects to incur significant costs associated with integrating the operations of FirstCash and Cash America. The unaudited pro forma combined statements of income do not reflect the costs of any integration activities or benefits that may result from realization of future cost savings from operating efficiencies or revenue synergies expected to result from the Merger.
1
Unaudited Pro Forma Combined Statement of Income
For the Year Ended December 31, 2016
(in thousands, except per share data)
For the Year Ended December 31, 2016
(in thousands, except per share data)
Historical | Reclassifications (1) | Acquisition Adjustment (2) | Pro Forma Combined | |||||||||||||||||
FirstCash | Cash America | |||||||||||||||||||
Revenue: | ||||||||||||||||||||
Retail merchandise sales | $ | 669,131 | $ | 421,856 | $ | (69,972 | ) | 2(a) | $ | — | $ | 1,021,015 | ||||||||
Pawn loan fees | 312,757 | 210,433 | — | — | 523,190 | |||||||||||||||
Consumer loan and credit services fees | 43,851 | 46,268 | 2,794 | 2(b) | — | 92,913 | ||||||||||||||
Wholesale scrap jewelry sales | 62,638 | — | 69,972 | 2(a) | — | 132,610 | ||||||||||||||
Other | — | 2,794 | (2,794) | 2(b) | — | — | ||||||||||||||
Total revenue | 1,088,377 | 681,351 | — | — | 1,769,728 | |||||||||||||||
Cost of revenue: | ||||||||||||||||||||
Cost of retail merchandise sold | 418,556 | 307,942 | (71,165) | 2(a) | — | 655,333 | ||||||||||||||
Consumer loan and credit services loss provision | 11,993 | 10,908 | — | — | 22,901 | |||||||||||||||
Cost of wholesale scrap jewelry sold | 53,025 | — | 71,165 | 2(a) | — | 124,190 | ||||||||||||||
Total cost of revenue | 483,574 | 318,850 | — | — | 802,424 | |||||||||||||||
Net revenue | 604,803 | 362,501 | — | — | 967,304 | |||||||||||||||
Expenses and other income: | ||||||||||||||||||||
Store operating expenses | 328,014 | — | 221,610 | 2(c) | (128) | 3(a) | 549,496 | |||||||||||||
Administrative expenses | 96,537 | — | 63,335 | 2(c) | — | 159,872 | ||||||||||||||
Merger and other acquisition expenses | 36,670 | — | 32,447 | 2(c) | (68,667 | ) | 3(b) | 450 | ||||||||||||
Operations and administration | — | 317,392 | (317,392) | 2(c) | — | — | ||||||||||||||
Depreciation and amortization | 31,865 | 34,880 | — | (12,744 | ) | 3(c) | 54,001 | |||||||||||||
Interest expense | 20,320 | 9,768 | — | (1,728 | ) | 3(d) | 28,360 | |||||||||||||
Interest income | (751 | ) | (54) | — | — | (805 | ) | |||||||||||||
Loss on early extinguishment of debt | — | 16,379 | — | (16,379 | ) | 3(e) | — | |||||||||||||
Gain on disposition of equity securities | (1,299) | (2,779) | — | — | (4,078) | |||||||||||||||
Total expenses and other income | 511,356 | 375,586 | — | (99,646) | 787,296 | |||||||||||||||
Income (loss) before income taxes | 93,447 | (13,085) | — | 99,646 | 180,008 | |||||||||||||||
The accompanying notes are an integral part of the unaudited pro forma combined financial statements.
2
Historical | Reclassifications (1) | Acquisition Adjustment (2) | Pro Forma Combined | |||||||||||||||||
FirstCash | Cash America | |||||||||||||||||||
Provision for income taxes | 33,320 | (11,652) | — | 41,513 | 3(f) | 63,181 | ||||||||||||||
Net income (loss) | $ | 60,127 | $ | (1,433 | ) | $ | 0 | $ | 58,133 | $ | 116,827 | |||||||||
Net income per share: | ||||||||||||||||||||
Basic | $ | 1.72 | $ | 2.39 | 3(g) | |||||||||||||||
Diluted | $ | 1.72 | $ | 2.39 | 3(g) | |||||||||||||||
Weighted average common shares outstanding: | ||||||||||||||||||||
Basic | 34,997 | 48,881 | 3(g) | |||||||||||||||||
Diluted | 35,004 | 48,881 | 3(g) | |||||||||||||||||
(1) | See Note 2 to the unaudited pro forma combined financial statements. |
(2) | See Note 3 to the unaudited pro forma combined financial statements. |
The accompanying notes are an integral part of the unaudited pro forma combined financial statements.
3
Unaudited Pro Forma Combined Statement of Income
For the Three Months Ended March 31, 2016
(in thousands, except per share data)
For the Three Months Ended March 31, 2016
(in thousands, except per share data)
Historical | Reclassifications (1) | Acquisition Adjustment (2) | Pro Forma Combined | ||||||||||||||||
FirstCash | Cash America | ||||||||||||||||||
Revenue: | |||||||||||||||||||
Retail merchandise sales | $ | 118,776 | $ | 178,297 | $ | (27,570 | ) | 2(d) | — | $ | 269,503 | ||||||||
Pawn loan fees | 51,433 | 79,685 | — | — | 131,118 | ||||||||||||||
Consumer loan and credit services fees | 5,686 | 18,107 | 1,116 | 2(e) | — | 24,909 | |||||||||||||
Wholesale scrap jewelry sales | 7,308 | — | 27,570 | 2(d) | — | 34,878 | |||||||||||||
Other | — | 1,116 | (1,116) | 2(e) | — | — | |||||||||||||
Total revenue | 183,203 | 277,205 | — | — | 460,408 | ||||||||||||||
Cost of revenue: | |||||||||||||||||||
Cost of retail merchandise sold | 74,422 | 129,218 | (28,091) | 2(d) | — | 175,549 | |||||||||||||
Consumer loan and credit services loss provision | 1,047 | 3,943 | — | — | 4,990 | ||||||||||||||
Cost of wholesale scrap jewelry sold | 5,871 | — | 28,091 | 2(d) | — | 33,962 | |||||||||||||
Total cost of revenue | 81,340 | 133,161 | — | — | 214,501 | ||||||||||||||
Net revenue | 101,863 | 144,044 | — | — | 245,907 | ||||||||||||||
Expenses and other income: | |||||||||||||||||||
Store operating expenses | 55,411 | — | 84,822 | 2(f) | 30 | 3(a) | 140,263 | ||||||||||||
Administrative expenses | 17,668 | — | 25,569 | 2(f), 2(g) | — | 43,237 | |||||||||||||
Merger and other acquisition expenses | — | — | 400 | 2(g) | (250 | ) | 3(b) | 150 | |||||||||||
Operations and administration | — | 110,791 | (110,791 | ) | 2(f) | — | — | ||||||||||||
Depreciation and amortization | 4,937 | 13,505 | — | (5,204 | ) | 3(c) | 13,238 | ||||||||||||
Interest expense | 4,460 | 3,919 | — | (1,289 | ) | 3(d) | 7,090 | ||||||||||||
Interest income | (274) | (20) | — | — | (294 | ) | |||||||||||||
Loss on early extinguishment of debt | — | 11 | — | (11 | ) | 3(e) | — | ||||||||||||
Gain on disposition of equity securities | — | (117) | — | — | (117 | ) | |||||||||||||
The accompanying notes are an integral part of the unaudited pro forma combined financial statements.
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Historical | Reclassifications (1) | Acquisition Adjustment (2) | Pro Forma Combined | |||||||||||||||||
FirstCash | Cash America | |||||||||||||||||||
Total expenses and other income | 82,202 | 128,089 | — | (6,724) | 203,567 | |||||||||||||||
Income before income taxes | 19,661 | 15,955 | — | 6,724 | 42,340 | |||||||||||||||
Provision for income taxes | 6,487 | 5,322 | 574 | 2(h) | 2,488 | 3(f) | 14,871 | |||||||||||||
Net income | $ | 13,174 | $ | 10,633 | $ | (574 | ) | $ | 4,236 | $ | 27,469 | |||||||||
Net income per share: | ||||||||||||||||||||
Basic | $ | 0.47 | $ | 0.43 | $ | 0.57 | 3(h) | |||||||||||||
Diluted | $ | 0.47 | $ | 0.42 | $ | 0.57 | 3(h) | |||||||||||||
Weighted average common shares outstanding: | ||||||||||||||||||||
Basic | 28,241 | 24,811 | 48,505 | 3(h) | ||||||||||||||||
Diluted | 28,241 | 25,121 | 48,505 | 3(h) | ||||||||||||||||
(1) | See Note 2 to the unaudited pro forma combined financial statements. |
(2) | See Note 3 to the unaudited pro forma combined financial statements. |
The accompanying notes are an integral part of the unaudited pro forma combined financial statements.
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Notes to Unaudited Pro Forma Combined Financial Statements
(in thousands, except per share data)
(in thousands, except per share data)
Note 1. Basis of Presentation
Under the terms of the merger agreement, at the effective time of the Merger, (a) Cash America became a wholly owned subsidiary of FirstCash; (b) each outstanding share of Cash America common stock was converted into the right to receive 0.840 shares of FirstCash common stock plus cash in lieu of any fractional shares of FirstCash common stock; and (c) Cash America employee and director based restricted stock awards outstanding immediately prior to the Merger (“Cash America RSU”) were converted into the right to receive a cash payment equal to the product of (A) the number of shares of Cash America common stock underlying such Cash America RSU multiplied by the exchange ratio, multiplied by (B) the closing per share price of the FirstCash common stock on the NASDAQ on the last day on which shares of FirstCash common stock traded on the NASDAQ immediately preceding the date on which the effective time of the Merger occurred, plus, with respect to Cash America RSUs granted prior to November 13, 2014 only, a number of shares of Enova International Inc. common stock equal to the product of (a) the number of shares of Cash America common stock underlying such Cash America RSU multiplied by (b) 0.915.
The unaudited pro forma combined financial statements were prepared in accordance with ASC 805, using the acquisition method of accounting, with FirstCash considered to be the acquirer of Cash America for accounting purposes.
The unaudited pro forma combined statement of income presents the pro forma combined results of operations of the combined company based upon the historical statements of income of FirstCash and Cash America, after giving effect to the Merger as if it had been consummated on January 1, 2016 and the adjustments described in these notes. The unaudited pro forma combined statement of income is presented for illustrative purposes only and is not intended to reflect the results of operations which would have actually resulted had the Merger been completed on the date indicated. Further, the unaudited pro forma combined statement of income does not reflect the costs of any integration activities or benefits that may result from realization of future cost savings due to operating efficiencies or revenue synergies expected to result from the Merger.
The Company has performed a valuation analysis of identifiable assets acquired and liabilities assumed and allocated the aggregate Merger consideration based on the fair values of those identifiable assets and liabilities. The purchase price allocation is subject to change as the Company finalizes the analysis of the fair value at the date of the Merger. The final determination of the fair value of assets acquired and liabilities assumed will be completed within the twelve month measurement period from the date of the Merger as required by applicable accounting guidance. Due to the significance of the Merger, the Company may use all of this measurement period to adequately analyze and assess the fair values of assets acquired and liabilities assumed.
Note 2. Reclassification Adjustments
The unaudited pro forma statement of income has been compiled in a manner consistent with the accounting policies adopted by FirstCash. Certain balances in the consolidated statement of income have been reclassified to conform with current statement of income presentation.
The following reclassifications were made to the unaudited pro forma combined statement of income for the year ended December 31, 2016:
2(a) Reflects the reclassification of $69,972 and $71,165 of Cash America’s retail merchandise sales and cost of retail merchandise sales, respectively, to wholesale scrap jewelry sales and cost of wholesale scrap jewelry sold, respectively.
2(b) Reflects the reclassification of $2,794 of Cash America’s other revenue to consumer loan and credit services fees.
2(c) Reflects the reclassification of $317,392 of Cash America’s operations and administration expense to store operating expenses ($221,610), administrative expenses ($63,335) and merger and other acquisition expenses ($32,447). All operational management and supervisory expenses above the store manager position are included in administrative expenses in the conformed presentation.
The accompanying notes are an integral part of the unaudited pro forma combined financial statements.
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The following reclassifications were made to the unaudited pro forma combined statement of income for the three-months ended March 31, 2016:
2(d) Reflects the reclassification of $27,570 and $28,091 of Cash America’s retail merchandise sales and cost of retail merchandise sales, respectively, to wholesale scrap jewelry sales and cost of wholesale scrap jewelry sold, respectively.
2(e) Reflects the reclassification of $1,116 of Cash America’s other revenue to consumer loan and credit services fees.
2(f) Reflects the reclassification of $110,791 of Cash America’s operations and administration expense to store operating expenses ($84,822) and administrative expenses ($25,969). All operational management and supervisory expenses above the store manager position are included in administrative expenses in the conformed presentation.
2(g) Reflects the reclassification of $400 of First Cash’s administrative expenses to merger and other acquisition expenses.
2(h) Reflects the reclassification of a tax benefit recorded to provision for income taxes by Cash America during the three months ended March 31, 2016 to additional paid-in-capital. Cash America early adopted ASU 2016-09 during the three months ended March 31, 2016, which requires excess tax benefits and tax deficiencies resulting from share-based payment transactions be recognized as income tax expense or benefit in the income statement, rather than in additional paid-in capital under current guidance. First Cash did not early adopt ASU 2016-09 until the second quarter of 2016.
Note 3. Unaudited Pro Forma Combined Statement of Income Adjustments
The unaudited pro forma combined statement of income for the year ended December 31, 2016 and the three months ended March 31, 2016 reflects the following adjustments:
3(a) Represents (i) the elimination of Cash America’s historical straight-line rent expense and net above/below market lease expense as the underlying assets and liabilities were eliminated and (ii) straight-line rent expense and net above/below market lease expense recognized in conjunction with the Merger.
3(b) Represents the elimination of historical acquisition-related transaction costs incurred in connection with the Merger, principally legal and financial advisory fees, due to the non-recurring nature of these expenses.
3(c) Represents the adjustment to depreciation and amortization expense as a result of the fair value adjustments to property and equipment and identified intangible assets acquired. The fair value of Cash America’s property and equipment was $118,381 of which $106,583 is being depreciated on a straight-line basis over estimated useful lives that range from 1 to 40 years. The depreciation expense adjustment includes the impact of conforming the depreciable lives of the acquired fixed assets. The fair value of the identifiable definite-lived intangible assets of approximately $23,400 is being amortized over two to five years. The depreciation and amortization expense may differ materially from this preliminary determination as the Company finalizes the analysis of the fair value of property and equipment and identified intangible assets at the date of the Merger. The pro forma adjustment to depreciation and amortization is not necessarily indicative of the expected depreciation and amortization savings of the combined company on a forward looking basis.
3(d) Represents the net decrease in interest expense as a result of a decrease in the weighted-average interest rate on borrowings of the combined company primarily due to the redemption of Cash Americas 5.75% senior notes, which were re-financed with lower rate borrowings from the Company's revolving unsecured credit facility, partially offset by an increase in total indebtedness incurred to finance certain cash payments and transaction costs related to the Merger. The pro forma interest expense assumes total debt of approximately $560,000 and a weighted-average interest rate of approximately 5.1%. The pro forma interest expense includes estimates for the variable rate, the amortization of debt issuance costs and unused fees for the revolving unsecured credit facility which utilizes a variable rate of LIBOR plus 250 bps (a 1/8th percent change in the assumed variable interest rate would change annual pro forma interest expense by approximately $450 and $113 for the twelve months ended December 31, 2016 and three months ended March 31, 2016, respectively, based on $560,000 total assumed debt).
The accompanying notes are an integral part of the unaudited pro forma combined financial statements.
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3(e) Represents the elimination of loss on early extinguishment of debt as it is not expected to have a continuing impact on the combined results.
3(f) Represents the tax effects of the pro forma adjustments described in the notes to the unaudited pro forma combined statements of income using the estimated statutory rate that would apply to these adjustments.
3(g) The pro forma combined basic and diluted earnings per share for the year ended December 31, 2016 is calculated as follows (in thousands, except per share data):
Year Ended December 31, 2016 | |||
Weighted-average shares used in computing net earnings per share — FirstCash | 35,004 | ||
Shares of FirstCash common stock issued on September 1, 2016 as a result of the Merger | 20,181 | ||
Less weighted-average shares of Cash America from September 1, 2016 – December 31, 2016 included in FirstCash weighted-average shares | (6,361) | ||
Shares of FirstCash common stock issued upon completion of the Merger due to accelerated vesting | 83 | ||
Less weighted-average shares of accelerated vesting from September 1, 2016 – December 31, 2016 included in FirstCash weighted-average shares | (26) | ||
Pro forma weighted-average shares used in computing net earnings per share — basic | 48,881 | ||
Dilutive effect of securities | — | ||
Pro forma weighted-average shares used in computing net earnings per share — dilutive | 48,881 | ||
EPS — Basic | $ | 2.39 | |
EPS — Diluted | $ | 2.39 | |
3(h) The pro forma combined basic and diluted earnings per share for the three months ended March 31, 2016 is calculated as follows (in thousands, except per share data):
Three Months Ended March 31, 2016 | |||
Weighted-average shares used in computing net earnings per share — FirstCash | 28,241 | ||
Shares of FirstCash common stock estimated to be issued | 20,181 | ||
Shares of FirstCash common stock issued upon completion of the Merger due to accelerated vesting | 83 | ||
Pro forma weighted-average shares used in computing net earnings per share — basic | 48,505 | ||
Dilutive effect of securities | — | ||
Pro forma weighted-average shares used in computing net earnings per share — dilutive | 48,505 | ||
EPS — Basic | $ | 0.57 | |
EPS — Diluted | $ | 0.57 | |
The accompanying notes are an integral part of the unaudited pro forma combined financial statements.
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