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Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2023

The fair value of financial instruments is determined by reference to various market data and other valuation techniques, as appropriate. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The three fair value levels are (from highest to lowest):

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Recurring Fair Value Measurements

The Company did not have any financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2023. The Company’s financial assets and liabilities as of September 30, 2022 and December 31, 2022 that are measured at fair value on a recurring basis are as follows (in thousands):


	Estimated Fair Value
	Fair Value Measurements Using
	Level 1		Level 2		Level 3
Financial liabilities (1):
Contingent consideration as of September 30, 2022	$	—	$	—	$	26,760
Contingent consideration as of December 31, 2022	—		—		—

(1)Under the American First Finance (“AFF”) purchase agreement, the seller parties had the right to receive up to $50.0 million of additional consideration if AFF achieved certain adjusted EBITDA targets for the first half of 2023. AFF did not achieve the threshold adjusted EBITDA target for the first half of 2023 and, therefore, the $50.0 million of additional consideration was not earned by the seller parties. As of June 30, 2023, there was no remaining contingent consideration available to the seller parties. The contingent consideration related to the AFF acquisition is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheet as of September 30, 2022.

The changes in financial assets and liabilities that are measured and recorded at fair value on a recurring basis using Level 3 fair value measurements for the three and nine months ended September 30, 2023 and September 30, 2022 are as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Contingent consideration at beginning of the period	$	—	$	46,560	$	—	$	109,549
Change in fair value (1)	—		(19,800)		—		(82,789)
Contingent consideration at end of the period	$	—	$	26,760	$	—	$	26,760

(1)The Company recognized a gain of $19.8 million and $82.8 million during the three and nine months ended September 30, 2022, respectively, as a result of the change in fair value of the contingent consideration, which is included in gain on revaluation of contingent acquisition consideration in the accompanying consolidated statements of income.

There were no transfers in or out of Level 1, 2 or 3 during the three and nine months ended September 30, 2023 and September 30, 2022.

Fair Value Measurements on a Non-Recurring Basis

The Company measures non-financial assets and liabilities, such as property and equipment and intangible assets, at fair value on a non-recurring basis or when events or circumstances indicate that the carrying amount of the assets may be impaired.

Financial Assets and Liabilities Not Measured at Fair Value, But for Which Fair Value is Disclosed

The Company’s financial assets and liabilities as of September 30, 2023, September 30, 2022 and December 31, 2022 that are not measured at fair value in the consolidated balance sheets are as follows (in thousands):


	Carrying Value		Estimated Fair Value
	September 30,		September 30,		Fair Value Measurements Using
	2023		2023		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	86,547	$	86,547	$	86,547	$	—	$	—
Accounts receivable, net	72,336		72,336		—		—		72,336
Pawn loans	483,785		483,785		—		—		483,785
Finance receivables, net (1)	113,307		230,357		—		—		230,357
	$	755,975	$	873,025	$	86,547	$	—	$	786,478

Financial liabilities:
Revolving unsecured credit facilities	$	560,229	$	560,229	$	—	$	560,229	$	—
Senior unsecured notes (outstanding principal)	1,050,000		938,000		—		938,000		—
	$	1,610,229	$	1,498,229	$	—	$	1,498,229	$	—

(1)Finance receivables, gross as of September 30, 2023 was $224.6 million. See Note 6.


	Carrying Value		Estimated Fair Value
	September 30,		September 30,		Fair Value Measurements Using
	2022		2022		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	100,620	$	100,620	$	100,620	$	—	$	—
Accounts receivable, net	58,435		58,435		—		—		58,435
Pawn loans	404,227		404,227		—		—		404,227
Finance receivables, net (1)	111,945		193,750		—		—		193,750
	$	675,227	$	757,032	$	100,620	$	—	$	656,412

Financial liabilities:
Revolving unsecured credit facilities	$	338,000	$	338,000	$	—	$	338,000	$	—
Senior unsecured notes (outstanding principal)	1,050,000		887,000		—		887,000		—
	$	1,388,000	$	1,225,000	$	—	$	1,225,000	$	—

(1)Finance receivables, gross as of September 30, 2022 was $188.9 million. See Note 6.


	Carrying Value		Estimated Fair Value
	December 31,		December 31,		Fair Value Measurements Using
	2022		2022		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	117,330	$	117,330	$	117,330	$	—	$	—
Accounts receivable, net	57,792		57,792		—		—		57,792
Pawn loans	390,617		390,617		—		—		390,617
Finance receivables, net (1)	103,494		201,895		—		—		201,895
	$	669,233	$	767,634	$	117,330	$	—	$	650,304

Financial liabilities:
Revolving unsecured credit facilities	$	339,000	$	339,000	$	—	$	339,000	$	—
Senior unsecured notes (outstanding principal)	1,050,000		932,000		—		932,000		—
	$	1,389,000	$	1,271,000	$	—	$	1,271,000	$	—

(1)Finance receivables, gross as of December 31, 2022 were $196.0 million. See Note 6.

As cash and cash equivalents have maturities of less than three months, the carrying value of cash and cash equivalents approximates fair value. Due to their short-term maturities, the carrying value of pawn loans and accounts receivable, net approximate fair value.

Finance receivables are measured at amortized cost, net of an allowance for loan losses on the consolidated balance sheets. In estimating fair value for finance receivables, the Company utilized a discounted cash flow methodology. The Company used various unobservable inputs reflecting its own assumptions, such as contractual future principal and interest cash flows, future charge-off rates and discount rates (which consider current interest rates and are adjusted for credit risk, among other factors).

The carrying value of the unsecured credit facilities approximates fair value as of September 30, 2023, September 30, 2022 and December 31, 2022. The fair value of the unsecured credit facilities is estimated based on market values for debt issuances with similar characteristics or rates currently available for debt with similar terms. In addition, the unsecured credit facilities have a variable interest rate based on the prevailing secured overnight financing rate (“SOFR”) or the Mexican Central Bank’s interbank equilibrium rate (“TIIE”) and reprice with any changes in SOFR or TIIE. The fair value of the senior unsecured notes is estimated based on quoted prices in markets that are not active.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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