Condensed Consolidating Guarantor Financial Statements (Tables)

12 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]



Condensed Consolidating Statement of Comprehensive Income
Year Ended December 31, 2012
(in thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Eliminations		Consolidated
Revenue:
Retail merchandise sales	$	—		$	89,373		$	198,083		$	—	$	287,456
Pawn loan fees	—			57,220			95,017			—		152,237
Consumer loan and credit services fees	—			44,419			4,273			—		48,692
Wholesale scrap jewelry revenue	—			51,978			51,728			—		103,706
Total revenue	—			242,990			349,101			—		592,091

Cost of revenue:
Cost of retail merchandise sold	—			45,572			121,572			—		167,144
Consumer loan and credit services loss provision	—			11,837			719			—		12,556
Cost of wholesale scrap jewelry sold	—			36,672			40,181			—		76,853
Total cost of revenue	—			94,081			162,472			—		256,553

Net revenue	—			148,909			186,629			—		335,538

Expenses and other income:
Store operating expenses	—			59,843			89,036			—		148,879
Administrative expenses	36,281			—			13,930			—		50,211
Depreciation and amortization	1,096			3,861			7,982			—		12,939
Interest expense	—			1,488			—			—		1,488
Interest income	—			(11		)	(205		)	—		(216		)
Total expenses and other income	37,377			65,181			110,743			—		213,301

Income from continuing operations before income taxes	(37,377		)	83,728			75,886			—		122,237

Provision for income taxes	(12,859		)	30,561			23,673			—		41,375

Income from continuing operations	(24,518		)	53,167			52,213			—		80,862

Income (loss) from discontinued operations, net of tax	—			—			(503		)	—		(503		)
Net income	$	(24,518	)	$	53,167		$	51,710		$	—	$	80,359
Other comprehensive income (loss):
Currency translation adjustment, net of tax expense or benefit	6,523			—			—			—		6,523
Comprehensive income	$	(17,995	)	$	53,167		$	51,710		$	—	$	86,882



Condensed Consolidating Balance Sheet
December 31, 2012
(in thousands)

	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	12,145		$	3,885	$	34,255		$	—		$	50,285
Pawn loan fees and service charges receivable	—			6,999		8,159			—			15,158
Pawn loans	—			50,091		53,090			—			103,181
Consumer loans, net	—			1,076		803			—			1,879
Inventories	—			29,325		36,020			—			65,345
Prepaid expenses and other current assets	3,733			—		1,263			(562		)	4,434
Deferred tax assets	1,148			—		—			—			1,148
Total current assets	17,026			91,376		133,590			(562		)	241,430

Property and equipment, net	3,732			38,802		50,770			—			93,304
Goodwill, net	—			95,368		71,018			—			166,386
Other non-current assets	—			3,503		3,069			—			6,572
Deferred tax assets	—			—		3,447			(3,447		)	—
Intercompany receivable	—			—		118,494			(118,494		)	—
Investments in subsidiaries	572,928			—		—			(572,928		)	—
Total assets	$	593,686		$	229,049	$	380,388		$	(695,431	)	$	507,692

LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of notes payable	$	3,212		$	—	$	—		$	—		$	3,212
Accounts payable and accrued liabilities	7,629			5,585		14,724			—			27,938
Income taxes payable	—			—		562			(562		)	—
Total current liabilities	10,841			5,585		15,286			(562		)	31,150

Revolving unsecured credit facility	102,500			—		—			—			102,500
Notes payable, net of current portion	8,351			—		—			—			8,351
Deferred income tax liabilities	1,084			8,492		7,146			(3,447		)	13,275
Intercompany payable	118,494			—		—			(118,494		)	—
Total liabilities	241,270			14,077		22,432			(122,503		)	155,276

Stockholders' equity:
Preferred stock	—			—		—			—			—
Common stock	388			—		—			—			388
Additional paid-in capital	159,081			—		—			—			159,081
Retained earnings	407,160			214,972		364,678			(572,928		)	413,882
Accumulated other comprehensive income (loss) from cumulative foreign currency translation adjustments	(218		)	—		(6,722		)	—			(6,940		)
Common stock held in treasury, at cost	(213,995		)	—		—			—			(213,995		)



Condensed Consolidating Balance Sheet (Continued)
December 31, 2012
(in thousands)

	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Eliminations			Consolidated
Total stockholders' equity	352,416		214,972		357,956		(572,928		)	352,416
Total liabilities and stockholders' equity	$	593,686	$	229,049	$	380,388	$	(695,431	)	$	507,692



Condensed Consolidating Statement of Comprehensive Income
Year Ended December 31, 2013
(in thousands)

	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Eliminations		Consolidated
Revenue:
Retail merchandise sales	$	—		$	121,194	$	245,993		$	—	$	367,187
Pawn loan fees	—			71,586		109,969			—		181,555
Consumer loan and credit services fees	—			39,771		4,010			—		43,781
Wholesale scrap jewelry revenue	—			35,147		33,178			—		68,325
Total revenue	—			267,698		393,150			—		660,848

Cost of revenue:
Cost of retail merchandise sold	—			65,381		155,980			—		221,361
Consumer loan and credit services loss provision	—			10,659		709			—		11,368
Cost of wholesale scrap jewelry sold	—			29,148		29,397			—		58,545
Total cost of revenue	—			105,188		186,086			—		291,274

Net revenue	—			162,510		207,064			—		369,574

Expenses and other income:
Store operating expenses	—			76,821		104,500			—		181,321
Administrative expenses	30,900			—		18,630			—		49,530
Depreciation and amortization	1,193			4,739		9,429			—		15,361
Interest expense	3,492			—		—			—		3,492
Interest income	(8		)	—		(314		)	—		(322		)
Total expenses and other income	35,577			81,560		132,245			—		249,382

Income from continuing operations before income taxes	(35,577		)	80,950		74,819			—		120,192

Provision for income taxes	(12,637		)	28,333		20,017			—		35,713

Income from continuing operations	(22,940		)	52,617		54,802			—		84,479

Income (loss) from discontinued operations, net of tax	—			—		(633		)	—		(633		)
Net income	$	(22,940	)	$	52,617	$	54,169		$	—	$	83,846
Other comprehensive income (loss):
Currency translation adjustment, net of tax expense or benefit	(811		)	—		—			—		(811		)
Comprehensive income	$	(23,751	)	$	52,617	$	54,169		$	—	$	83,035



Condensed Consolidating Statement of Comprehensive Income
Year Ended December 31, 2011
(in thousands)

	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Eliminations		Consolidated
Revenue:
Retail merchandise sales	$	—		$	71,863	$	164,934		$	—	$	236,797
Pawn loan fees	—			47,199		75,121			—		122,320
Consumer loan and credit services fees	—			42,051		4,825			—		46,876
Wholesale scrap jewelry revenue	—			51,345		56,659			—		108,004
Total revenue	—			212,458		301,539			—		513,997

Cost of revenue:
Cost of retail merchandise sold	—			36,085		106,021			—		142,106
Consumer loan and credit services loss provision	—			10,484		847			—		11,331
Cost of wholesale scrap jewelry sold	—			33,454		37,851			—		71,305
Total cost of revenue	—			80,023		144,719			—		224,742

Net revenue	—			132,435		156,820			—		289,255

Expenses and other income:
Store operating expenses	—			52,776		73,331			—		126,107
Administrative expenses	34,695			—		10,564			—		45,259
Depreciation and amortization	1,079			3,343		6,522			—		10,944
Interest expense	135			—		—			—		135
Interest income	(111		)	—		(166		)	—		(277		)
Total expenses and other income	35,798			56,119		90,251			—		182,168

Income from continuing operations before income taxes	(35,798		)	76,316		66,569			—		107,087

Provision for income taxes	(10,015		)	26,711		20,254			—		36,950

Income from continuing operations	(25,783		)	49,605		46,315			—		70,137

Income (loss) from discontinued operations, net of tax	—			—		7,645			—		7,645
Net income	$	(25,783	)	$	49,605	$	53,960		$	—	$	77,782
Other comprehensive income (loss):
Currency translation adjustment, net of tax expense or benefit	(10,414		)	—		—			—		(10,414		)
Comprehensive income	$	(36,197	)	$	49,605	$	53,960		$	—	$	67,368



Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2012
(in thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Eliminations		Consolidated
Cash flow from operating activities:
Net cash flow provided by (used in) operating activities	$	(123,042	)	$	94,644		$	117,190		$	—	$	88,792
Cash flow from investing activities:
Loan receivables, net of cash repayments	—			(6,702		)	(10,623		)	—		(17,325		)
Purchases of property and equipment	379			(7,379		)	(14,841		)	—		(21,841		)
Acquisitions of pawn stores, net of cash acquired	—			(73,106		)	(47,632		)	—		(120,738		)
Investing activity with subsidiaries	41,815			(8,500		)	(33,315		)	—		—
Net cash flow provided by (used in) investing activities	42,194			(95,687		)	(106,411		)	—		(159,904		)
Cash flow from financing activities:
Borrowings from revolving credit facilities	194,500			—			—			—		194,500
Repayments of revolving credit facilities	(92,000		)	—			—			—		(92,000		)
Repayments of notes payable	(1,837		)	—			—			—		(1,837		)
Purchases of treasury stock	(61,275		)	—			—			—		(61,275		)
Proceeds from exercise of share-based compensation awards	4,296			—			—			—		4,296
Income tax benefit from exercise of stock options	5,841			—			—			—		5,841
Net cash flow provided by (used in) financing activities	49,525			—			—			—		49,525
Effect of exchange rates on cash	—			—			1,576			—		1,576
Change in cash and cash equivalents	(31,323		)	(1,043		)	12,355			—		(20,011		)
Cash and cash equivalents at beginning of the period	43,468			4,928			21,900			—		70,296
Cash and cash equivalents at end of the period	$	12,145		$	3,885		$	34,255		$	—	$	50,285



Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2013
(in thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Eliminations		Consolidated
Cash flow from operating activities:
Net cash flow provided by (used in) operating activities	$	(78,714	)	$	82,737		$	102,695		$	—	$	106,718
Cash flow from investing activities:
Loan receivables, net of cash repayments	—			(78		)	(333		)	—		(411		)
Purchases of property and equipment	(1,616		)	(11,584		)	(13,472		)	—		(26,672		)
Acquisitions of pawn stores, net of cash acquired	—			(70,720		)	(42,923		)	—		(113,643		)
Investing activity with subsidiaries	38,215			—			(38,215		)	—		—
Net cash flow provided by (used in) investing activities	36,599			(82,382		)	(94,943		)	—		(140,726		)
Cash flow from financing activities:
Borrowings from revolving credit facilities	152,500			—			—			—		152,500
Repayments of revolving credit facilities	(73,000		)	—			—			—		(73,000		)
Repayments of notes payable	(3,211		)	—			—			—		(3,211		)
Purchases of treasury stock	(38,692		)	—			—			—		(38,692		)
Proceeds from exercise of share-based compensation awards	9,242			—			—			—		9,242
Income tax benefit from exercise of stock options	7,805			—			—			—		7,805
Net cash flow provided by (used in) financing activities	54,644			—			—			—		54,644
Effect of exchange rates on cash	—			—			(278		)	—		(278		)
Change in cash and cash equivalents	12,529			355			7,474			—		20,358
Cash and cash equivalents at beginning of the period	12,145			3,885			34,255			—		50,285
Cash and cash equivalents at end of the period	$	24,674		$	4,240		$	41,729		$	—	$	70,643



Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2011
(in thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Eliminations		Consolidated
Cash flow from operating activities:
Net cash flow provided by (used in) operating activities	$	(7,515	)	$	26,830		$	61,060		$	—	$	80,375
Cash flow from investing activities:
Loan receivables, net of cash repayments	—			(3,749		)	(1,459		)	—		(5,208		)
Purchases of property and equipment	7,075			(22,513		)	(13,536		)	—		(28,974		)
Proceeds from disposition of consumer loan stores	—			—			19,857			—		19,857
Acquisitions of pawn stores, net of cash acquired	—			—			(7,779		)	—		(7,779		)
Investing activity with subsidiaries	52,500			—			(52,500		)	—		—
Net cash flow provided by (used in) investing activities	59,575			(26,262		)	(55,417		)	—		(22,104		)
Cash flow from financing activities:
Repayments of notes payable	(1,851		)	—			—			—		(1,851		)
Purchases of treasury stock	(55,308		)	—			—			—		(55,308		)
Proceeds from exercise of share-based compensation awards	2,478			—			—			—		2,478
Income tax benefit from exercise of stock options	2,088			—			—			—		2,088
Net cash flow provided by (used in) financing activities	(52,593		)	—			—			—		(52,593		)
Effect of exchange rates on cash	—			—			(2,622		)	—		(2,622		)
Change in cash and cash equivalents	(533		)	568			3,021			—		3,056
Cash and cash equivalents at beginning of the period	44,001			4,360			18,879			—		67,240
Cash and cash equivalents at end of the period	$	43,468		$	4,928		$	21,900		$	—	$	70,296



Condensed Consolidating Balance Sheet
December 31, 2013
(in thousands)

	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	24,674		$	4,240	$	41,729		$	—		$	70,643
Pawn loan fees and service charges receivable	—			7,934		8,755			—			16,689
Pawn loans	—			56,566		58,668			—			115,234
Consumer loans, net	—			694		756			—			1,450
Inventories	—			33,817		43,976			—			77,793
Prepaid expenses and other current assets	1,971			—		1,398			—			3,369
Deferred tax assets	907			—		4,137			—			5,044
Total current assets	27,552			103,251		159,419			—			290,222

Property and equipment, net	4,155			47,374		56,608			—			108,137
Goodwill, net	—			149,470		101,771			—			251,241
Other non-current assets	—			6,020		3,353			—			9,373
Deferred tax assets	—			—		6,943			(6,943		)	—
Intercompany receivable	—			—		156,794			(156,794		)	—
Investments in subsidiaries	751,785			—		—			(751,785		)	—
Total assets	$	783,492		$	306,115	$	484,888		$	(915,522	)	$	658,973

LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of notes payable	$	3,326		$	—	$	—		$	—		$	3,326
Accounts payable and accrued liabilities	13,804			6,942		17,277			—			38,023
Income taxes payable	7,302			—		110			—			7,412
Total current liabilities	24,432			6,942		17,387			—			48,761

Revolving unsecured credit facility	182,000			—		—			—			182,000
Notes payable, net of current portion	5,026			—		—			—			5,026
Deferred income tax liabilities	881			10,080		4,809			(6,943		)	8,827
Intercompany payable	156,794			—		—			(156,794		)	—
Total liabilities	369,133			17,022		22,196			(163,737		)	244,614

Stockholders' equity:
Preferred stock	—			—		—			—			—
Common stock	394			—		—			—			394
Additional paid-in capital	176,675			—		—			—			176,675
Retained earnings	490,280			289,093		470,140			(751,785		)	497,728
Accumulated other comprehensive income (loss) from cumulative foreign currency translation adjustments	(303		)	—		(7,448		)	—			(7,751		)
Common stock held in treasury, at cost	(252,687		)	—		—			—			(252,687		)



Condensed Consolidating Balance Sheet (Continued)
December 31, 2013
(in thousands)

	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Eliminations			Consolidated
Total stockholders' equity	414,359		289,093		462,692		(751,785		)	414,359
Total liabilities and stockholders' equity	$	783,492	$	306,115	$	484,888	$	(915,522	)	$	658,973