Condensed Consolidating Guarantor Financial Statements

In connection with the issuance of the Notes, certain of the Company’s domestic subsidiaries (collectively, “Guarantor Subsidiaries”), fully, unconditionally, jointly and severally guaranteed the payment obligations under the Notes. Each of the Guarantor Subsidiaries is 100% owned, directly or indirectly, by the Company. In conjunction with the Merger, Frontier Merger Sub, LLC, the surviving entity in the Merger and a wholly owned subsidiary of the Company, is included as a Guarantor Subsidiary. The following supplemental financial information sets forth, on a consolidating basis, the balance sheets, statements of comprehensive income (loss) and statements of cash flows of FirstCash, Inc. (the “Parent Company”), the Guarantor Subsidiaries and the Parent Company’s other subsidiaries (the “Non-Guarantor Subsidiaries”).

The supplemental condensed consolidating financial information has been prepared pursuant to SEC rules and regulations for interim condensed financial information and does not include the more complete disclosures included in annual financial statements. Investments in consolidated subsidiaries have been presented under the equity method of accounting. The principal eliminating entries eliminate investments in subsidiaries, intercompany balances and intercompany revenues and expenses. The condensed financial information may not necessarily be indicative of the results of operations or financial position had the Guarantor Subsidiaries or Non-Guarantor Subsidiaries operated as independent entities.



Condensed Consolidating Balance Sheet
March 31, 2017

	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	5,765	$	26,431	$	40,952	$	—		$	73,148
Fees and service charges receivable	—		26,789		11,232		—			38,021
Pawn loans	—		237,340		77,165		—			314,505
Consumer loans, net	—		21,811		398		—			22,209
Inventories	—		249,818		58,347		—			308,165
Income taxes receivable	—		23,095		1,991		(6,667		)	18,419
Prepaid expenses and other current assets	2,702		8,707		2,922		—			14,331
Intercompany receivable	—		—		1,993		(1,993		)	—
Total current assets	8,467		593,991		195,000		(8,660		)	788,798

Property and equipment, net	5,444		175,695		56,119		—			237,258
Goodwill	—		719,495		116,072		—			835,567
Intangible assets, net	—		100,256		1,338		—			101,594
Other assets	3,080		63,613		2,395		—			69,088
Deferred tax assets	—		—		11,249		—			11,249
Investments in subsidiaries	1,830,639		—		—		(1,830,639		)	—
Total assets	$	1,847,630	$	1,653,050	$	382,173	$	(1,839,299	)	$	2,043,554

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities	$	18,014	$	46,240	$	15,472	$	—		$	79,726
Customer deposits	—		26,689		10,294		—			36,983
Income taxes payable	6,667		—		1,041		(6,667		)	1,041
Intercompany payable	1,993		—		—		(1,993		)	—
Total current liabilities	26,674		72,929		26,807		(8,660		)	117,750

Revolving unsecured credit facilities	137,000		—		—		—			137,000
Senior unsecured notes	196,721		—		—		—			196,721
Deferred tax liabilities	—		71,094		3,274		—			74,368
Other liabilities	—		30,480		—		—			30,480
Total liabilities	360,395		174,503		30,081		(8,660		)	556,319

Total stockholders’ equity	1,487,235		1,478,547		352,092		(1,830,639		)	1,487,235
Total liabilities and stockholders’ equity	$	1,847,630	$	1,653,050	$	382,173	$	(1,839,299	)	$	2,043,554



Condensed Consolidating Balance Sheet
March 31, 2016

	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	8,216	$	2,838	$	43,096	$	—		$	54,150
Fees and service charges receivable	—		6,511		10,559		—			17,070
Pawn loans	—		52,809		73,811		—			126,620
Consumer loans, net	—		497		488		—			985
Inventories	—		41,163		49,551		—			90,714
Income taxes receivable	2,351		—		—		—			2,351
Prepaid expenses and other current assets	1,949		—		2,611		—			4,560
Intercompany receivable	10,570		—		1,601		(12,171		)	—
Total current assets	23,086		103,818		181,717		(12,171		)	296,450

Property and equipment, net	3,856		57,101		59,755		—			120,712
Goodwill	—		196,733		118,706		—			315,439
Intangible assets, net	—		4,138		1,986		—			6,124
Other assets	1,222		493		2,452		—			4,167
Deferred tax assets	—		—		10,993		—			10,993
Investments in subsidiaries	665,322		—		—		(665,322		)	—
Total assets	$	693,486	$	362,283	$	375,609	$	(677,493	)	$	753,885

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities	$	17,975	$	1,068	$	19,971	$	—		$	39,014
Customer deposits	—		6,613		8,869		—			15,482
Income taxes payable	—		—		1,433		—			1,433
Intercompany payable	—		—		12,171		(12,171		)	—
Total current liabilities	17,975		7,681		42,444		(12,171		)	55,929

Revolving unsecured credit facilities	40,000		—		—		—			40,000
Senior unsecured notes	196,037		—		—		—			196,037
Deferred tax liabilities	186		19,964		2,482		—			22,632
Total liabilities	254,198		27,645		44,926		(12,171		)	314,598

Total stockholders’ equity	439,288		334,638		330,683		(665,322		)	439,287
Total liabilities and stockholders’ equity	$	693,486	$	362,283	$	375,609	$	(677,493	)	$	753,885



Condensed Consolidating Balance Sheet
December 31, 2016

	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	8,663	$	34,854	$	46,438	$	—		$	89,955
Fees and service charges receivable	—		31,378		9,635		—			41,013
Pawn loans	—		286,020		64,486		—			350,506
Consumer loans, net	—		28,797		407		—			29,204
Inventories	—		274,873		55,810		—			330,683
Income taxes receivable	2,415		23,095		—		—			25,510
Prepaid expenses and other current assets	2,750		21,177		1,337		—			25,264
Intercompany receivable	1,025		—		—		(1,025		)	—
Total current assets	14,853		700,194		178,113		(1,025		)	892,135

Property and equipment, net	3,736		180,438		51,883		—			236,057
Goodwill	—		719,527		111,624		—			831,151
Intangible assets, net	—		103,109		1,365		—			104,474
Other assets	3,254		66,261		2,164		—			71,679
Deferred tax assets	—		—		9,707		—			9,707
Investments in subsidiaries	1,906,444		—		—		(1,906,444		)	—
Total assets	$	1,928,287	$	1,769,529	$	354,856	$	(1,907,469	)	$	2,145,203

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities	$	21,756	$	72,979	$	14,619	$	—		$	109,354
Customer deposits	—		24,626		8,910		—			33,536
Income taxes payable	—		—		738		—			738
Intercompany payable	—		—		1,025		(1,025		)	—
Total current liabilities	21,756		97,605		25,292		(1,025		)	143,628

Revolving unsecured credit facilities	260,000		—		—		—			260,000
Senior unsecured notes	196,545		—		—		—			196,545
Deferred tax liabilities	—		58,286		2,989		—			61,275
Other liabilities	—		33,769		—		—			33,769
Total liabilities	478,301		189,660		28,281		(1,025		)	695,217

Total stockholders’ equity	1,449,986		1,579,869		326,575		(1,906,444		)	1,449,986
Total liabilities and stockholders’ equity	$	1,928,287	$	1,769,529	$	354,856	$	(1,907,469	)	$	2,145,203



Condensed Consolidating Statement of Comprehensive Income (Loss)
Three Months Ended March 31, 2017

	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Eliminations			Consolidated
Revenue:
Retail merchandise sales	$	—		$	184,721	$	75,273		$	—		$	259,994
Pawn loan fees	—			98,718		29,533			—			128,251
Consumer loan and credit services fees	—			20,744		476			—			21,220
Wholesale scrap jewelry sales	—			32,473		5,638			—			38,111
Total revenue	—			336,656		110,920			—			447,576

Cost of revenue:
Cost of retail merchandise sold	—			117,604		48,031			—			165,635
Consumer loan and credit services loss provision	—			3,987		105			—			4,092
Cost of wholesale scrap jewelry sold	—			30,361		4,588			—			34,949
Total cost of revenue	—			151,952		52,724			—			204,676

Net revenue	—			184,704		58,196			—			242,900

Expenses and other income:
Store operating expenses	—			104,119		32,625			—			136,744
Administrative expenses ⁽¹⁾	3,606			15,175		14,457			—			33,238
Depreciation and amortization	380			11,100		2,763			—			14,243
Interest expense	6,110			3		—			—			6,113
Interest income	(2		)	—		(325		)	—			(327		)
Merger and other acquisition expenses	11			636		—			—			647
Total expenses and other income	10,105			131,033		49,520			—			190,658

Income (loss) before income taxes	(10,105		)	53,671		8,676			—			52,242

Provision for income taxes	(3,289		)	19,544		3,342			—			19,597

Income (loss) before equity in net income of subsidiaries	(6,816		)	34,127		5,334			—			32,645

Equity in net income of subsidiaries	39,461			—		—			(39,461		)	—

Net income (loss)	$	32,645		$	34,127	$	5,334		$	(39,461	)	$	32,645
Other comprehensive income (loss):
Currency translation adjustment	23,005			—		—			—			23,005
Comprehensive income (loss)	$	55,650		$	34,127	$	5,334		$	(39,461	)	$	55,650


⁽¹⁾	Includes the allocation of certain administrative expenses and the payment of royalties between the Parent Company and certain foreign Non-Guarantor Subsidiaries.



Condensed Consolidating Statement of Comprehensive Income (Loss)
Three Months Ended March 31, 2016

	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Eliminations			Consolidated
Revenue:
Retail merchandise sales	$	—		$	45,825	$	72,951		$	—		$	118,776
Pawn loan fees	—			21,329		30,104			—			51,433
Consumer loan and credit services fees	—			5,127		559			—			5,686
Wholesale scrap jewelry sales	—			4,243		3,065			—			7,308
Total revenue	—			76,524		106,679			—			183,203

Cost of revenue:
Cost of retail merchandise sold	—			27,601		46,821			—			74,422
Consumer loan and credit services loss provision	—			907		140			—			1,047
Cost of wholesale scrap jewelry sold	—			3,443		2,428			—			5,871
Total cost of revenue	—			31,951		49,389			—			81,340

Net revenue	—			44,573		57,290			—			101,863

Expenses and other income:
Store operating expenses	—			23,935		31,476			—			55,411
Administrative expenses ⁽¹⁾	9,209			—		8,059			—			17,268
Depreciation and amortization	174			1,696		3,067			—			4,937
Interest expense	4,394			—		66			—			4,460
Interest income	(2		)	—		(272		)	—			(274		)
Merger and other acquisition expenses	400			—		—			—			400
Total expenses and other income	14,175			25,631		42,396			—			82,202

Income (loss) before income taxes	(14,175		)	18,942		14,894			—			19,661

Provision for income taxes	(5,178		)	7,000		4,665			—			6,487

Income (loss) before equity in net income of subsidiaries	(8,997		)	11,942		10,229			—			13,174

Equity in net income of subsidiaries	22,171			—		—			(22,171		)	—

Net income (loss)	$	13,174		$	11,942	$	10,229		$	(22,171	)	$	13,174
Other comprehensive income (loss):
Currency translation adjustment	(2,489		)	—		—			—			(2,489		)
Comprehensive income (loss)	$	10,685		$	11,942	$	10,229		$	(22,171	)	$	10,685


⁽¹⁾	Includes the allocation of certain administrative expenses and the payment of royalties between the Parent Company and certain foreign Non-Guarantor Subsidiaries.



Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2017

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Eliminations			Consolidated
Cash flow from operating activities:
Net cash flow provided by (used in) operating activities	$	160,336		$	54,143		$	2,219		$	(152,833	)	$	63,865
Cash flow from investing activities:
Loan receivables, net of cash repayments	—			72,131			(4,942		)	—			67,189
Purchases of property and equipment	(2,088		)	(3,638		)	(2,350		)	—			(8,076		)
Acquisitions of pawn stores, net of cash acquired	—			(17		)	(837		)	—			(854		)
Investing activity with subsidiaries	(18,969		)	—			—			18,969			—
Net cash flow provided by (used in) investing activities	(21,057		)	68,476			(8,129		)	18,969			58,259
Cash flow from financing activities:
Borrowings from revolving credit facilities	15,000			—			—			—			15,000
Repayments of revolving credit facilities	(138,000		)	—			—			—			(138,000		)
Purchases of treasury stock	(10,005		)	—			—			—			(10,005		)
Common stock dividends paid	(9,172		)	—			—			—			(9,172		)
Proceeds from intercompany financing related activity	—			18,055			914			(18,969		)	—
Intercompany dividends paid	—			(149,097		)	(3,736		)	152,833			—
Net cash flow provided by (used in) financing activities	(142,177		)	(131,042		)	(2,822		)	133,864			(142,177		)
Effect of exchange rates on cash	—			—			3,246			—			3,246
Change in cash and cash equivalents	(2,898		)	(8,423		)	(5,486		)	—			(16,807		)
Cash and cash equivalents at beginning of the period	8,663			34,854			46,438			—			89,955
Cash and cash equivalents at end of the period	$	5,765		$	26,431		$	40,952		$	—		$	73,148



Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2016

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Eliminations			Consolidated
Cash flow from operating activities:
Net cash flow provided by (used in) operating activities	$	28,542		$	17,178		$	13,083		$	(33,727	)	$	25,076
Cash flow from investing activities:
Loan receivables, net of cash repayments	—			12,309			(7,016		)	—			5,293
Purchases of property and equipment	(462		)	(2,905		)	(2,976		)	—			(6,343		)
Acquisitions of pawn stores, net of cash acquired	—			(774		)	(25,271		)	—			(26,045		)
Investing activity with subsidiaries	(3,794		)	—			—			3,794			—
Net cash flow provided by (used in) investing activities	(4,256		)	8,630			(35,263		)	3,794			(27,095		)
Cash flow from financing activities:
Borrowings from revolving credit facilities	11,500			—			—			—			11,500
Repayments of revolving credit facilities	(29,500		)	—			—			—			(29,500		)
Repayments of debt assumed from acquisitions	—			—			(6,532		)	—			(6,532		)
Common stock dividends paid	(3,530		)	—			—			—			(3,530		)
Proceeds from intercompany financing related activity	—			3,679			115			(3,794		)	—
Intercompany dividends paid	—			(30,414		)	(3,313		)	33,727			—
Net cash flow provided by (used in) financing activities	(21,530		)	(26,735		)	(9,730		)	29,933			(28,062		)
Effect of exchange rates on cash	—			—			(2,723		)	—			(2,723		)
Change in cash and cash equivalents	2,756			(927		)	(34,633		)	—			(32,804		)
Cash and cash equivalents at beginning of the period	5,460			3,765			77,729			—			86,954
Cash and cash equivalents at end of the period	$	8,216		$	2,838		$	43,096		$	—		$	54,150