false0000840489 0000840489 2019-10-23 2019-10-23

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

October 23, 2019

(Date of Report - Date of Earliest Event Reported)

FIRSTCASH, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-10960	75-2237318
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	1600 West 7th Street		Fort Worth		Texas		76126
(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	FCFS	The Nasdaq Stock Market

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    ☐

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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.    ☐

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Item 2.02 Results of Operations and Financial Condition.

On October 23, 2019, FirstCash, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine month periods ended September 30, 2019 and the Board of Directors’ declaration of a fourth quarter cash dividend of $0.27 per common share (the “Earnings Release”). The Earnings Release is attached hereto as Exhibit 99.1 and is incorporated by reference in its entirety into this Item 2.02.

The information provided in this Item 2.02, including the Earnings Release, 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 9.01 Financial Statements and Exhibits.

	(d) Exhibits:
		99.1	Press release, dated October 23, 2019, announcing the Company’s financial results for the three and nine month periods ended September 30, 2019 and declaration of cash dividend
		101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
		101.SCH	XBRL Taxonomy Extension Schema Document
		101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
		101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
		101.LAB	XBRL Taxonomy Extension Label Linkbase Document
		101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
		104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

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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: October 23, 2019	FIRSTCASH, INC.
	(Registrant)
	/s/ R. DOUGLAS ORR
	R. Douglas Orr
	Executive Vice President and Chief Financial Officer
	(As Principal Financial and Accounting Officer)

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•	Diluted earnings per share increased 7% on a GAAP basis and 4% on a non-GAAP adjusted basis in the third quarter of 2019 compared to the prior-year quarter. For the nine month year-to-date period, diluted earnings per share increased 9% on both a GAAP and adjusted non-GAAP basis.

•	Year-over-year comparative earnings per share growth was negatively impacted by several notable, non-core or non-operational items including:

◦

Expected contraction in non-core consumer lending operations and costs associated with the wind-down of the Company’s consumer lending operations in Ohio reduced third quarter 2019 earnings per share by approximately $0.07 on a GAAP basis and $0.06 on an adjusted non-GAAP basis, compared to the same prior-year period, and on a year-to-date basis reduced GAAP and adjusted non-GAAP earnings per share by approximately $0.19 and $0.13, respectively. See the “Consumer Lending Contraction and Ohio Wind-Down Costs” section below.

◦	The impact of weaker foreign currency translation and a net foreign exchange loss represented an earnings headwind of $0.03 per share in both the third quarter and year-to-date period compared to the respective prior-year periods.

◦	An increase in the consolidated effective income tax rate negatively impacted comparative earnings by approximately $0.05 per share for the third quarter and $0.06 per share for the full year compared to the respective prior-year periods.

◦	The sum of these impacts on earnings per share were approximately $0.15 for the quarter and $0.28 year-to-date on a GAAP basis, and $0.14 for the quarter and $0.22 year-to-date on a non-GAAP adjusted basis.

•	Segment earnings in Latin America increased 12% on a U.S. dollar basis and 14% on a constant currency basis for the third quarter compared to the prior-year quarter.

•	U.S. segment earnings increased 2% for the third quarter on a GAAP basis. Excluding the reduction in earnings from non-core consumer lending operations and wind-down costs in Ohio (a non-GAAP measure), U.S. segment earnings increased 8% for the quarter compared to the prior-year quarter.

•	Consolidated retail sales margins increased to 37% for both the three and nine months ended September 30, 2019 compared to 36% in the respective prior-year periods.

•	For the trailing twelve months ended September 30, 2019, consolidated revenues totaled $1.8 billion, net income was $159 million and adjusted EBITDA totaled $299 million.

•	Growth in EBITDA and adjusted EBITDA during 2019 outpaced growth in net income and adjusted net income, increasing 9% and 7%, respectively, in the third quarter of 2019 compared to the prior-year quarter. These increases would have been even greater except for the impact from the contraction in non-core consumer lending operations as described above.

•	Cash flow from operating activities for the trailing twelve months ended September 30, 2019 totaled $233 million, while adjusted free cash flow, a non-GAAP financial measure, was $213 million for the twelve months ended September 30, 2019.

•	A total of 16 de novo locations were opened during the third quarter, all in Latin America. Year-to-date, a total of 75 new stores have been opened in Latin America, which compares to 43 new stores opened at the same point a year ago. The 75 store openings this year include 58 in Mexico, 13 in Guatemala and four in Colombia.

•	The Company acquired a total of five franchised Prendamex locations in Mexico during the third quarter of 2019. Year-to-date, a total of 183 stores have been acquired, including 163 stores in Latin America and 20 stores in the U.S.

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•	Over the trailing twelve-month period ended September 30, 2019, the Company has added a total of 300 locations, representing a 10% increase in the number of pawn stores. Over 90% of the stores added in the last twelve months are located in Latin America where the number of pawn stores has increased by 20% over the same twelve-month period.

•	As of September 30, 2019, the Company operated 2,665 stores, with 1,612 stores in Latin America, representing 60% of the total store base, and 1,053 stores in the U.S. The Latin American locations include 1,539 stores in Mexico, 52 stores in Guatemala, 13 stores in El Salvador and eight stores in Colombia, while the U.S. stores are located in 24 states and the District of Columbia.

•	LatAm segment pre-tax operating income for the quarter increased 12%, or 14% on a constant currency basis, compared to the third quarter of 2018. The year-to-date segment pre-tax operating income increased 18%, or 19% on a constant currency basis.

•

Driven by store additions and same-store revenue growth, total Latin America revenues for the third quarter of 2019 were a record $168 million, an increase of 19% on a U.S. dollar basis and 21% on a constant currency basis, as compared to the third quarter of 2018. Year-to-date, total Latin America revenues increased 23% on a U.S. dollar basis and 24% on a constant currency basis, as compared to the prior-year period.

•	The strong revenue growth included a 20% increase in retail sales and a 16% increase in pawn fees compared to the prior-year quarter. On a constant currency basis, retail sales and pawn fees increased 23% and 18%, respectively, as compared to the prior-year quarter.

•

Same-store core pawn revenues increased 4% on a U.S. dollar translated basis and 6% on a constant currency basis, which represented the third sequential quarterly increase in this number. By component, same-store retail sales increased 5% on a U.S. dollar basis and 8% on a constant currency basis compared to the prior-year quarter. While same-store pawn fees were flat on a U.S. dollar basis, they were up 2% on a constant currency basis.

•	Pawn loans outstanding totaled a record $115 million at September 30, 2019, increasing 6% on a U.S. dollar translated basis and 10% on a constant currency basis versus the prior year. Same-store pawn loans at quarter end decreased 2% on a U.S. dollar translated basis, while they increased 2% on a constant currency basis, compared to the prior year.

•	Segment retail margins were 34% in the third quarter and 35% year-to-date compared to 35% in both prior-year periods. The slight third quarter margin compression was experienced primarily in the first half of the quarter with margins improving in September and thus far in October.

•	Inventory turns in Latin America for the trailing twelve months ended September 30, 2019 remained strong at 3.7 times, while inventories aged greater than one year as of September 30, 2019 remained low at 1%.

•	Store operating expenses increased 20% for the quarter, or 23% on a constant currency basis, driven primarily by the 20% increase in the number of stores in Latin America over the past twelve months. Same-store operating expenses increased 1% in the third quarter of 2019, or 3% on a constant currency basis.

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•

U.S. segment pre-tax operating income for the quarter increased 2% compared to the third quarter of 2018, which included the significant impact of the accelerated contraction in non-core consumer lending operations in 2019 (see the “Consumer Lending Contraction and Ohio Wind-Down Costs” section below). Excluding the contribution from non-core consumer lending and Ohio wind-down costs, the adjusted U.S. segment pre-tax operating income (a non-GAAP measure) for the quarter increased 8% compared to the prior-year quarter, primarily due to improved retail margins and pawn loan yields. Year-to-date, the segment pre-tax operating income increased 1% while increasing 7% on an adjusted non-GAAP basis.

•	Total revenues for the third quarter were $284 million, a decrease of 1% compared to the third quarter of 2018, which reflected an anticipated 82% decline, or $12 million, in non-core consumer loan and credit services fees. Core revenues from pawn fees and retail sales increased 3% for the quarter and 2% year-to-date.

•	Net revenue (or gross profit), which was also impacted by the declines in non-core consumer lending operations in 2019, increased 1% for the third quarter of 2019. More importantly, net revenue from core pawn operations increased 4% compared to the prior-year quarter as a result of the continued improvements in both retail sales margins and pawn yields as highlighted below.

•

Despite continued growth of online retailing in general, the Company’s retail sales, which are almost exclusively generated from brick and mortar locations, increased 4% in total and 3% on a same-store basis compared to the prior-year quarter. In addition to the top-line retail sales growth, the Company was able to increase retail sales margins to 38% for both the three and nine month periods ended September 30, 2019 compared to 37% and 36% in the respective prior-year periods.

•	Total pawn fees increased 2% and same-store pawn fees increased 1% in the third quarter compared to the prior-year quarter as pawn yields improved by 5% quarter-over-quarter.

•

Pawn loans outstanding at September 30, 2019 totaled $271 million, a decrease of 3% in total and on a same-store basis. While same-store pawn balances improved slightly sequentially, the overall decrease was due primarily to the continued focus on increasing the volume of direct purchases of goods from customers in the legacy Cash America stores not interested in a pawn loan, which resulted in a 22% increase in the percentage of such direct purchase transactions for the quarter as compared to the prior-year quarter. Additionally, purchased inventory typically turns faster and has higher margins than forfeited items.

•	Inventories at September 30, 2019 declined $15 million, or 8%, primarily from further strategic reductions in overall inventory levels. As of September 30, 2019, U.S. inventories aged greater than one year were 3% compared to 4% aged inventories a year ago.

•	Inventory turns in the U.S. increased to 2.8 times for the trailing twelve month period ended September 30, 2019 compared to 2.7 times for the twelve month period ended September 30, 2018. Inventory turns in the U.S. are slower than in Latin America due to the larger jewelry component in the U.S. compared to a greater general merchandise inventory component in Latin America.

•

As previously disclosed, the Company ceased offering unsecured consumer lending products in all of its Ohio locations, effective April 26, 2019, in response to state-level regulatory changes impacting such products. As a result, 52 of the Company’s Ohio Cashland locations, whose revenue was derived primarily from such unsecured consumer lending products, were closed during the second quarter. Despite the loss of consumer lending revenues, the remaining 67 locations in Ohio are expected to have sufficient pawn revenues to continue operating profitably as full-service pawnshops.

•

As a result of the wind-down of the Ohio consumer lending business, the Company incurred non-recurring exit costs of approximately $0.6 million and $2.5 million, net of tax, for the quarter and year-to-date periods ended September 30, 2019, respectively, which have been excluded from adjusted net income and adjusted earnings per share. These charges include increased loan loss provisions, employee severance costs, lease termination costs and other exit costs.

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•

In addition, the Company closed two other stand-alone consumer loan stores and ceased offering unsecured consumer loans and/or credit services as ancillary products in 78 of its pawnshops located in Texas, Louisiana and Kentucky during the first nine months of 2019. The Company currently offers unsecured consumer loans and/or credit services in only 81 U.S. locations, of which 75 are full-service pawnshops offering such services as ancillary products. The Company expects to further reduce locations offering such products in the future.

•	Driven by the Ohio store closings and the Company’s continued de-emphasis on consumer lending operations, U.S. consumer lending revenues declined $12 million in the third quarter, or 82%, and $24 million for the year-to-date period, or 57%, compared to the respective prior-year periods.

•	The Board of Directors declared a $0.27 per share fourth quarter cash dividend on common shares outstanding, which will be paid on November 29, 2019 to stockholders of record as of November 15, 2019. On an annualized basis, the dividend is now $1.08 per share, representing an 8% increase in the annualized payout. Any future dividends are subject to approval by the Company’s Board of Directors.

•	During the third quarter, the Company repurchased 80,000 shares at an aggregate cost of $8 million and an average per share cost of $93.30. Year-to-date, the Company has repurchased 751,000 shares for an aggregate price of $67 million at an average price of $89.13 per share.

•	Since the merger with Cash America in September 2016 and through the third quarter of 2019, the Company has repurchased a total of 5,710,000 shares, or 28% of the shares issued as a result of the merger, at an average repurchase price of $76.09 per share, resulting in a 12% reduction in the total number of shares outstanding immediately following the merger.

•	Subsequent to quarter end and through October 22, 2019, the Company repurchased an additional 203,000 shares at an aggregate cost of $18 million and an average cost of $90.66 per share, leaving $57 million available for future repurchases under the current share repurchase program. Future share repurchases are subject to expected liquidity, debt covenant restrictions and other relevant factors.

•

The Company generated $233 million of cash flow from operations and $213 million in adjusted free cash flow during the twelve months ended September 30, 2019 compared to $246 million of cash flow from operations and $244 million of adjusted free cash flow during the same prior-year period. Current period free cash flow includes the impact of accelerated store expansion activities in Latin America, while the prior-year comparative amount included a $21 million cash inflow from a non-recurring tax refund related to the merger and larger than normal cash inflows related to the liquidation of excess inventories in the legacy Cash America stores.

•	The Company continues to maintain excellent liquidity ratios while funding share repurchases totaling $84 million, dividends of $43 million and acquisitions of $58 million during the trailing twelve months ended September 30, 2019. The net debt ratio, which is calculated using a non-GAAP financial measure, for the trailing twelve months ended September 30, 2019 was 1.9 to 1.

•

Return on assets for the trailing twelve months ended September 30, 2019 was 7% while return on tangible assets was 15% for the same period, which compared to 8% and 15% returns, respectively, for the comparable prior-year period. The return on assets for the trailing twelve months ended September 30, 2019 was negatively impacted by the first-time inclusion of the operating lease right of use asset, arising from the implementation of the Financial Accounting Standards Board’s new lease accounting standard, which was not included on the balance sheet prior to January 1, 2019. Return on tangible assets is a non-GAAP financial measure and is calculated by excluding goodwill, intangible assets, net and the operating lease right of use asset from the respective return calculations.

•	Return on equity was 12% for the trailing twelve months ended September 30, 2019 while return on tangible equity was 51%. This compares to returns of 12% and 38%, respectively, for the comparable prior-year period. Return on tangible equity is a non-GAAP financial measure and is calculated by excluding goodwill and intangible assets, net from the respective return calculations.

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•

Adjusted non-GAAP diluted earnings per share for 2019 is expected to remain within the range of $3.85 to $4.00. The full-year 2019 guidance range represents an increase of 9% to 13% over the prior-year adjusted earnings per share of $3.53. As described below, the guidance for 2019 includes the impact of an expected net reduction in U.S. segment earnings from unsecured consumer lending operations of approximately $0.25 to $0.27 per share, negative foreign currency headwinds of approximately $0.04 to $0.06 per share and a $0.07 to $0.11 per share impact from a higher blended effective income tax rate. Excluding these impacts at their midpoint estimates, estimated earnings per share in 2019 would increase in a range of 20% to 25% compared to 2018.

•

The earnings guidance for full-year 2019 is presented on a non-GAAP basis, as it does not include merger and other acquisition expenses, certain non-cash foreign currency exchange gains and losses and non-recurring consumer lending wind-down costs. Given the difficulty in predicting the amount and timing of these amounts, the Company cannot reasonably provide a full reconciliation of adjusted guidance to GAAP guidance.  However, based on expenses incurred year-to-date, the Company expects estimated GAAP basis full-year 2019 diluted earnings per share to be within the range of $3.77 to $3.92, compared to the prior-year GAAP basis diluted earnings per share of $3.41.

•	The estimate of expected adjusted non-GAAP diluted earnings per share for 2019 includes the following assumptions:

◦

An anticipated earnings drag of approximately $0.25 to $0.27 per share during 2019, primarily due to the wind-down of unsecured consumer loan products in Ohio and further strategic reductions in consumer lending operations outside of Ohio. The Company is currently modeling total consumer lending revenues for 2019 to be approximately $20 million, which represents an estimated 65% reduction compared to 2018 consumer lending revenues. The Company expects revenues from unsecured consumer lending products in the fourth quarter of 2019 to be less than $2 million, which accounts for less than 0.5% of estimated total fourth quarter revenues.

◦

On a full-year basis, the impact of foreign currency represents an expected earnings headwind of approximately $0.04 to $0.06 per share for 2019 when compared to 2018 results, which includes an estimated net foreign exchange loss of $0.02 per share and expected headwinds from the decrease in the average value of the Mexican peso in 2019 of $0.02 to $0.04 per share. Each full Mexican peso change in the exchange rate to the U.S. dollar represents approximately $0.10 to $0.12 per share of annualized earnings impact. Given continued volatility, the Company continues to use an estimated average foreign currency exchange rate of 20.0 Mexican pesos / U.S. dollar for the fourth quarter of 2019.

◦

The effective income tax rate is expected to range from 27.5% to 28.0% for 2019, which is an increase over the 2018 effective rate of 26.1% (adjusted for the $1.5 million non-recurring tax benefit recognized in 2018 as a result of the Tax Cuts and Jobs Act) and represents an earnings headwind of approximately $0.07 to $0.11 per share as compared to 2018 results. The increased rate is due in part to the increasing share of earnings from Latin America, where corporate tax rates are higher, an expected reduction in a foreign permanent tax benefit related to an inflation index adjustment allowed under Mexico tax law due to an anticipated lower inflation rate in Mexico compared to the prior year and an increase in certain non-deductible expenses resulting from the Tax Cuts and Jobs Act.

◦

Plans to open 85 or more new full-service pawn stores in 2019 in Latin America, which includes targeted openings of 68 stores in Mexico, 13 stores in Guatemala and four stores in Colombia. The increased number of projected store openings in 2019 combined with the first half front-loading of new store openings will cause an expected additional drag to earnings of approximately $0.02 to $0.03 per share compared to last year.

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(1)

The loss on foreign exchange of $35,000 and gain on foreign exchange of $0.2 million for the three and nine months ended September 30, 2018, respectively, was reclassified on the consolidated statements of income in order to conform with the presentation for the three and nine months ended September 30, 2019. The loss (gain) on foreign exchange was reclassified from store operating expenses and reported separately on the consolidated statements of income.

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(1)	The Company adopted ASC 842 prospectively as of January 1, 2019, using the transition method that required prospective application from the adoption date. As a result of the transition method used, ASC 842 was not applied to periods prior to adoption and the adoption of ASC 842 had no impact on the Company’s comparative prior periods presented.

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•	Latin America operations - Includes all pawn and consumer loan operations in Latin America, which includes operations in Mexico, Guatemala, El Salvador and Colombia.

•	U.S. operations - Includes all pawn and consumer loan operations in the U.S.

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(1)	The Company discontinued offering an unsecured consumer loan product in Latin America, effective June 30, 2018.

(2)

The loss on foreign exchange for the Latin America operations segment of $35,000 for the three months ended September 30, 2018 was reclassified on the consolidated statements of income in order to conform with the presentation for the three months ended September 30, 2019. The loss on foreign exchange was reclassified from store operating expenses and reported separately on the consolidated statements of income.

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(1)	The Company discontinued offering an unsecured consumer loan product in Latin America, effective June 30, 2018.

(2)

The gain on foreign exchange for the Latin America operations segment of $0.2 million for the nine months ended September 30, 2018 was reclassified on the consolidated statements of income in order to conform with the presentation for the nine months ended September 30, 2019. The gain on foreign exchange was reclassified from store operating expenses and reported separately on the consolidated statements of income.

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(1)	The Company ceased offering unsecured consumer lending and credit services products in all its Ohio locations on April 26, 2019 and closed 52 Ohio locations during the second quarter of 2019. See “Consumer Lending Contraction and Ohio Wind-Down Costs” for further discussion.

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(1)

The loss on foreign exchange of $35,000 and gain on foreign exchange of $0.2 million for the Latin America operations segment for the three and nine months ended September 30, 2018, respectively, was reclassified on the consolidated statements of income in order to conform with the presentation for the three and nine months ended September 30, 2019. The loss (gain) on foreign exchange was reclassified from store operating expenses and reported separately on the consolidated statements of income.

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(1)	At September 30, 2019, 75 of the U.S. pawn stores, primarily located in Texas, also offered consumer loans and/or credit services primarily as an ancillary product. This compares to 302 U.S. pawn locations which offered such products as of September 30, 2018.

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(1)	At September 30, 2019, 75 of the U.S. pawn stores, primarily located in Texas, also offered consumer loans and/or credit services primarily as an ancillary product. This compares to 302 U.S. pawn locations which offered such products as of September 30, 2018.

(2)	Includes the closing of 52 Ohio locations and two other locations outside of Ohio primarily focused on consumer lending products. See “Consumer Lending Contraction and Ohio Wind-Down Costs” for additional discussion of these store closings.

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(1)	The nine months and trailing twelve months ended September 30, 2019 include the impact of accelerated store expansion activities in Latin America, while the prior-year comparative periods included a $21 million cash inflow from a non-recurring tax refund related to the merger and larger than normal cash inflows related to the liquidation of excess inventories in the legacy Cash America stores.

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