FirstCash Holdings, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures The Company’s management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act) as of December 31, 2023 (the “Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective. Limitations on Effectiveness of Controls and Procedures The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect the Company’s disclosure controls and procedures or internal controls will prevent all possible error and fraud. The Company’s disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective at that reasonable assurance level. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of the Company’s internal control over financial reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (3) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization of management and the board of directors, and (4) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. To make this assessment, management used the criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that, as of December 31, 2023, the Company’s internal control over financial reporting is effective based on those criteria. The Company’s internal control over financial reporting as of December 31, 2023 has been audited by RSM US LLP, the independent registered public accounting firm that audited the Company’s financial statements included in this report, and RSM US LLP’s attestation report is included below. Changes in Internal Control Over Financial Reporting There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 72 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of FirstCash Holdings, Inc. Opinion on the Internal Control Over Financial Reporting We have audited FirstCash Holdings, Inc. (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes to the consolidated financial statements and our report dated February 5, 2024 expressed an unqualified opinion. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ RSM US LLP Dallas, Texas February 5, 2024 73 Table of Contents Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by Item 10 to this Annual Report on Form 10-K with respect to the directors, executive officers and compliance with Section 16(a) of the Exchange Act is incorporated herein by reference from the information provided under the headings “Election of Directors,” “Executive Officers,” “Corporate Governance, Board Matters and Director Compensation” and “Delinquent Section 16(a) Reports,” contained in the Company’s Proxy Statement, to be filed with the SEC in connection with the solicitation of proxies for the Company’s 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”). The Company has adopted a Code of Ethics that applies to all of its directors, officers, and employees. This Code of Ethics is publicly available on the Company’s website at www.firstcash.com . The Company intends to disclose future amendments to, or waivers from, certain provisions of its Code of Ethics on its website in accordance with applicable Nasdaq and SEC requirements. Copies of the Company’s Code of Ethics are also available, free of charge, by submitting a written request to FirstCash Holdings, Inc., Investor Relations, 1600 West 7th Street, Fort Worth, Texas 76102. Item 11. Executive Compensation The information required by Item 11 to this Annual Report on Form 10-K is incorporated herein by reference from the information provided under the headings “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” of the 2024 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 to this Annual Report on Form 10-K is incorporated herein by reference from the information provided under the heading “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of the 2024 Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 to this Annual Report on Form 10-K is incorporated herein by reference from the information provided under the headings “Certain Relationships and Related Person Transactions” and “Corporate Governance, Board Matters and Director Compensation” of the 2024 Proxy Statement. Item 14. Principal Accountant Fees and Services The information required by Item 14 to this Annual Report on Form 10-K is incorporated herein by reference from the information provided under the heading “Ratification of Independent Registered Public Accounting Firm” of the 2024 Proxy Statement. 74 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this report: (1) Consolidated Financial Statements: Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 49 ) F- 1 Consolidated Balance Sheets F- 3 Consolidated Statements of Income F- 4 Consolidated Statements of Comprehensive Income F- 5 Consolidated Statements of Changes in Stockholders’ Equity F- 6 Consolidated Statements of Cash Flows F- 9 Notes to Consolidated Financial Statements F- 11 (2) All schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes thereto. (3) Exhibits: Incorporated by Reference Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 3.1 Amended and Restated Certificate of Incorporation of FirstCash Holdings, Inc., dated December 16, 2021 8-K12B 001-10960 3.1 12/16/2021 3.2 Amended and Restated Bylaws of FirstCash Holdings, Inc., dated December 16, 2021 8-K12B 001-10960 3.2 12/16/2021 4.1 Common Stock Specimen S-1 33-48436 4.2a 06/05/1992 4.2 Indenture, dated as of May 30, 2017, by and among FirstCash, Inc., the guarantors listed therein and BOKF, NA (including the form of Note attached as an exhibit thereto) 8-K 001-10960 4.1 05/31/2017 4.3 Indenture, dated as of August 26, 2020, by and among FirstCash, Inc., the guarantors listed therein and BOKF, NA (including the form of Note attached as an exhibit thereto). 8-K 001-10960 4.1 08/26/2020 4.4 First Supplemental Indenture, dated November 17, 2021, by and among FirstCash, Inc., the guarantors listed therein and BOKF, N.A. 8-K 001-10960 4.1 12/07/2021 4.5 Indenture, dated as of December 13, 2021, by and among FirstCash, Inc., the guarantors listed therein and BOKF, N.A. (including the form of Note attached as an exhibit thereto) 8-K 001-10960 4.1 12/13/2021 4.6 Description of Securities X 10.1 First Cash Financial Services, Inc. 2004 Long-Term Incentive Plan * DEF 14A 0-19133 C 04/29/2004 10.2 First Cash Financial Services, Inc. 2011 Long-Term Incentive Plan * DEF 14A 0-19133 A 04/28/2011 10.3 Amendment to the FirstCash, Inc. 2011 Long-Term Incentive Plan * S-8 333-214452 99.2 11/04/2016 10.4 First Cash 401(k) Profit Sharing Plan, as amended effective as of October 1, 2010 (executed on August 5, 2010) S-8 333-106881 4(g) 05/31/2012 75 Table of Contents Incorporated by Reference Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 10.5 Amended and Restated Credit Agreement, dated July 25, 2016, between First Cash Financial Services, Inc., certain subsidiaries of the borrower from time to time party thereto, the lenders party thereto, and Wells Fargo Bank, National Association 8-K 0-19133 10.1 07/26/2016 10.6 Performance-Based Restricted Stock Unit Award Agreement * 10-Q 001-10960 10.1 05/05/2017 10.7 First Amendment to Amended and Restated Credit Agreement and Waiver, dated May 30, 2017, between FirstCash, Inc., certain subsidiaries of the borrower from time to time party thereto, the lenders party thereto, and Wells Fargo Bank, National Association 8-K 001-10960 10.1 05/31/2017 10.8 Employment Agreement, dated July 30, 2018, between Raul Ramos and FirstCash, Inc. * 10-Q 001-10960 10.1 08/01/2018 10.9 Second Amendment to Amended and Restated Credit Agreement, dated October 4, 2018, between FirstCash, Inc., certain subsidiaries of the borrower from time to time party thereto, the lenders party thereto, and Wells Fargo Bank, National Association 8-K 001-10960 10.1 10/04/2018 10.10 FirstCash, Inc. 2019 Long-Term Incentive Plan * DEF 14A 001-10960 B 04/26/2019 10.11 Third Amendment to Amended and Restated Credit Agreement, dated December 19, 2019, between FirstCash, Inc., certain subsidiaries of the borrower from time to time party thereto, the lenders party thereto, and Wells Fargo Bank, National Association 8-K 001-10960 10.1 12/19/2019 10.12 Employment Agreement, dated January 28, 2020, between Daniel R. Feehan and FirstCash, Inc. * 10-K 001-10960 10.16 02/03/2020 10.13 Fourth Amendment to Amended and Restated Credit Agreement, dated November 9, 2020, between FirstCash, Inc., certain subsidiaries of the borrower from time to time party thereto, the lenders party thereto, and Wells Fargo Bank, National Association 8-K 001-10960 10.1 11/10/2020 10.14 Fifth Amendment to Amended and Restated Credit Agreement, dated December 8, 2021, by and among FirstCash, Inc., the guarantors and lenders listed herein and Wells Fargo Bank, National Association 8-K 001-10960 10.1 12/13/2021 10.15 Assignment and Assumption Agreement, dated December 16, 2021, between FirstCash, Inc. and FirstCash Holdings, Inc. 8-K12B 001-10960 10.1 12/16/2021 10.16 Registration Rights Agreement, dated as of December 17, 2021, by and among FirstCash Holdings, Inc. and certain seller parties thereto 8-K 001-10960 10.1 12/17/2021 10.17 Employment Agreement, dated February 25, 2022, between Rick L. Wessel and FirstCash Holdings, Inc. * 10-K 001-10960 10.17 02/28/2022 10.18 Employment Agreement, dated February 25, 2022, between T. Brent Stuart and FirstCash Holdings, Inc. * 10-K 001-10960 10.18 02/28/2022 76 Table of Contents Incorporated by Reference Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 10.19 Employment Agreement, dated February 25, 2022, between R. Douglas Orr and FirstCash Holdings, Inc. * 10-K 001-10960 10.19 02/28/2022 10.20 Employment Agreement, dated February 25, 2022, between Howard F. Hambleton and FirstCash Holdings, Inc. * 10-K 001-10960 10.20 02/28/2022 10.21 Sixth Amendment to Amended and Restated Credit Agreement, dated August 30, 2022, between FirstCash Holdings, Inc., FirstCash, Inc., certain subsidiaries of the borrower from time to time party thereto, the lenders party thereto, and Wells Fargo Bank, National Association 8-K 001-10960 10.1 08/31/2022 10.22 Seventh Amendment to Amended and Restated Credit Agreement, dated October 18, 2023, between FirstCash Holdings, Inc., FirstCash, Inc., certain subsidiaries of the borrower from time to time party thereto, the lenders party thereto, and Wells Fargo Bank, National Association 10-Q 001-10960 10.1 10/30/2023 21.1 Subsidiaries X 23.1 Consent of Independent Registered Public Accounting Firm, RSM US LLP X 31.1 Certification Pursuant to Exchange Act Section 13(a)-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act, provided by Rick L. Wessel, Chief Executive Officer X 31.2 Certification Pursuant to Exchange Act Section 13(a)-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act, provided by R. Douglas Orr, Chief Financial Officer X 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, provided by Rick L. Wessel, Chief Executive Officer X 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, provided by R. Douglas Orr, Chief Financial Officer X 97.1 F irstCash Holdings, Inc. Compensation Recoupment Policy (effective October 2 5 , 2023) * X 101.INS Inline 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 X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 77 Table of Contents Incorporated by Reference Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101) X * Indicates management contract or compensatory plan, contract or arrangement. Item 16. Form 10-K Summary None. 78 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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: February 5, 2024 FIRSTCASH HOLDINGS, INC. (Registrant) /s/ RICK L. WESSEL Rick L. Wessel Chief Executive Officer (On behalf of the Registrant) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Capacity Date /s/ RICK L. WESSEL Rick L. Wessel Vice-Chairman of the Board and Chief Executive Officer (Principal Executive Officer) February 5, 2024 /s/ R. DOUGLAS ORR R. Douglas Orr Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) February 5, 2024 /s/ DANIEL R. FEEHAN Daniel R. Feehan Chairman of the Board February 5, 2024 /s/ DANIEL E. BERCE Daniel E. Berce Director February 5, 2024 /s/ MARTHEA DAVIS Marthea Davis Director February 5, 2024 /s/ MIKEL D. FAULKNER Mikel D. Faulkner Director February 5, 2024 /s/ PAULA K. GARRETT Paula K. Garrett Director February 5, 2024 /s/ JAMES H. GRAVES James H. Graves Director February 5, 2024 /s/ RANDEL G. OWEN Randel G. Owen Director February 5, 2024 /s/ DOUGLAS R. RIPPEL Douglas R. Rippel Director February 5, 2024 79 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of FirstCash Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of FirstCash Holdings, Inc. and its subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated February 5, 2024, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Allowance for loan losses—finance receivables As described in Notes 2 and 7 to the consolidated financial statements, the Company established an allowance for loan losses on its finance receivables of $96.5 million as of December 31, 2023, which was estimated using the Company’s expected lifetime loss model. Loan losses on finance receivables were estimated and recognized upon purchase of the receivable, based on expected loan losses for the full contractual life of the receivable. The Company’s expected lifetime loss model segmented the finance receivable population into monthly pools of receivable origination vintages by loan product and estimated the allowance for loan losses by applying modeled loss rates derived from historical cumulative loss experience. The Company then adjusted historical cumulative loss experience for observable and forecasted economic conditions and qualitative factors to address recent and forecasted business trends including, but not limited to, loss trends, delinquency levels, economic conditions, underwriting and collection practices. The determination of the allowance for loan losses on finance receivables was subjective and required management to make significant judgements related to the selection and application of modeled loss rates and adjustments to address recent and forecasted business trends. Specifically, incorporating observable and forecasted economic conditions could have a material impact on the measurement of the allowance for loan losses to the extent that forecasted economic conditions change significantly. We identified the allowance for loan losses on finance receivable portfolios as a critical audit matter as auditing F-1 Table of Contents the judgements surrounding the selection of modeled loss rates and adjustments to address recent and forecasted business trends was complex and required a high degree of auditor judgement and subjectivity. Our audit procedures related to the Company’s allowance for loan losses on finance receivables, specifically the selection and application of modeled loss rates and adjustments to address recent and forecasted business trends, included the following, among others: • We obtained an understanding of the relevant controls related to the allowance for loan losses, including the application of modeled loss rates, forecasted economic conditions and qualitative factors and tested such controls for design and operating effectiveness, including controls related to management’s review of the qualitative factors and application of modeled loss rates and approval of the allowance for loan losses calculation. • We tested the completeness and accuracy of data inputs into the expected lifetime loss model, including historical monthly origination balances and loss rates, by tracing to internal source documents. • We evaluated key assumptions and judgements surrounding the selection of modeled loss rates and adjustments to address recent and forecasted business trends, including delinquency rates, for reasonableness by comparing to internal and external source data. Allowance for lease losses—leased merchandise As described in Notes 2 and 8 to the consolidated financial statements, the Company established an allowance for lease losses on its portfolio of leased merchandise of $95.1 million as of December 31, 2023, representing estimated losses expected on its lease agreements. The Company estimated this allowance based on historical losses and expected losses that gave consideration to recent and forecasted business trends including, but not limited to, loss trends, delinquency levels, economic conditions, underwriting and collection practices. The determination of the allowance for lease losses on leased merchandise was subjective and required management to make significant judgements related to the selection and application of historical losses and adjustments for expected losses. We identified the allowance for lease losses on leased merchandise as a critical audit matter as auditing the judgements surrounding the selection and application of historical losses and adjustments for expected losses was complex and required a high degree of auditor judgement and subjectivity. Our audit procedures related to the Company’s allowance for lease losses on leased merchandise, specifically the selection and application of historical losses and adjustments for expected losses, included the following, among others: • We obtained an understanding of the relevant controls related to the allowance for lease losses, including the adjustments for expected losses and application of historical losses, and tested such controls for design and operating effectiveness, including controls related to management’s review of the adjustments for expected losses and application of historical losses and approval of the allowance for lease losses calculation. • We tested the completeness and accuracy of data inputs into the allowance for lease losses model, including historical loss rates, by tracing to internal source documents. • We evaluated key assumptions and judgements surrounding the selection of historical losses and adjustments for expected losses for reasonableness by comparing to internal and external source data. s/ RSM US LLP We have served as the Company’s auditor since 2016. Dallas, Texas February 5, 2024 F-2 Table of Contents FIRSTCASH HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) December 31, 2023 2022 ASSETS Cash and cash equivalents $ 127,018 $ 117,330 Accounts receivable, net 71,922 57,792 Pawn loans 471,846 390,617 Finance receivables, net 113,901 103,494 Inventories 312,089 288,339 Leased merchandise, net 171,191 153,302 Prepaid expenses and other current assets 38,634 19,788 Total current assets 1,306,601 1,130,662 Property and equipment, net 632,724 538,681 Operating lease right of use asset 328,458 307,009 Goodwill 1,727,652 1,581,381 Intangible assets, net 277,724 330,338 Other assets 10,242 9,415 Deferred tax assets, net 6,514 7,381 Total assets $ 4,289,915 $ 3,904,867 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable and accrued liabilities $ 163,050 $ 139,460 Customer deposits and prepayments 70,580 63,125 Lease liability, current 101,962 92,944 Total current liabilities 335,592 295,529 Revolving unsecured credit facilities 568,000 339,000 Senior unsecured notes 1,037,647 1,035,698 Deferred tax liabilities, net 136,773 151,759 Lease liability, non-current 215,485 203,115 Total liabilities 2,293,497 2,025,101 Commitments and contingencies (Note 13) Stockholders’ equity: Common stock; $ 0.01 par value; 90,000 shares authorized; 57,322 and 57,322 shares issued, respectively; 45,108 and 46,292 shares outstanding, respectively 573 573 Additional paid-in capital 1,741,046 1,734,528 Retained earnings 1,218,029 1,060,603 Accumulated other comprehensive loss ( 43,037 ) ( 106,573 ) Common stock held in treasury, 12,214 and 11,030 shares at cost, respectively ( 920,193 ) ( 809,365 ) Total stockholders’ equity 1,996,418 1,879,766 Total liabilities and stockholders’ equity $ 4,289,915 $ 3,904,867 The accompanying notes are an integral part of these consolidated financial statements. F-3 Table of Contents FIRSTCASH HOLDINGS, INC. CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share amounts) Year Ended December 31, 2023 2022 2021 Revenue: Retail merchandise sales $ 1,381,272 $ 1,261,136 $ 1,134,249 Pawn loan fees 658,536 561,390 475,782 Leased merchandise income 752,682 622,163 22,720 Interest and fees on finance receivables 233,818 181,280 9,024 Wholesale scrap jewelry sales 125,488 102,973 57,190 Total revenue 3,151,796 2,728,942 1,698,965 Cost of revenue: Cost of retail merchandise sold 832,393 764,553 663,464 Depreciation of leased merchandise 411,455 353,495 12,826 Provision for lease losses 175,858 139,502 5,442 Provision for loan losses 123,030 118,502 48,952 Cost of wholesale scrap jewelry sold 101,821 88,304 49,129 Total cost of revenue 1,644,557 1,464,356 779,813 Net revenue 1,507,239 1,264,586 919,152 Expenses and other income: Operating expenses 832,149 728,909 564,832 Administrative expenses 176,315 147,943 111,259 Depreciation and amortization 109,161 103,832 45,906 Interest expense 93,243 70,708 32,386 Interest income ( 1,469 ) ( 1,313 ) ( 696 ) (Gain) loss on foreign exchange ( 1,529 ) ( 585 ) 436 Merger and acquisition expenses 7,922 3,739 15,449 Gain on revaluation of contingent acquisition consideration — ( 109,549 ) ( 17,871 ) Other expenses (income), net ( 1,402 ) ( 2,731 ) 949 Total expenses and other income 1,214,390 940,953 752,650 Income before income taxes 292,849 323,633 166,502 Provision for income taxes 73,548 70,138 41,593 Net income $ 219,301 $ 253,495 $ 124,909 Earnings per share: Basic $ 4.82 $ 5.37 $ 3.05 Diluted 4.80 5.36 3.04 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents FIRSTCASH HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year Ended December 31, 2023 2022 2021 Net income $ 219,301 $ 253,495 $ 124,909 Other comprehensive income (loss): Currency translation adjustment 63,536 24,726 ( 12,867 ) Comprehensive income $ 282,837 $ 278,221 $ 112,042 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents FIRSTCASH HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands, except per share amounts) Common Stock Additional Paid-In Capital Retained Earnings Accum- ulated Other Compre- hensive Loss Common Stock Held in Treasury Total Stock- holders’ Equity Shares Amount Shares Amount As of 12/31/2022 57,322 $ 573 $ 1,734,528 $ 1,060,603 $ ( 106,573 ) 11,030 $ ( 809,365 ) $ 1,879,766 Shares issued under share-based compensation plan, net of 28 shares net-settled — — ( 7,156 ) — — ( 64 ) 4,693 ( 2,463 ) Share-based compensation expense — — 13,674 — — — — 13,674 Net income — — — 219,301 — — — 219,301 Cash dividends ($ 1.36 per share) — — — ( 61,875 ) — — — ( 61,875 ) Currency translation adjustment — — — — 63,536 — — 63,536 Purchases of treasury stock, including excise tax — — — — — 1,248 ( 115,521 ) ( 115,521 ) As of 12/31/2023 57,322 $ 573 $ 1,741,046 $ 1,218,029 $ ( 43,037 ) 12,214 $ ( 920,193 ) $ 1,996,418 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents FIRSTCASH HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY CONTINUED (in thousands, except per share amounts) Common Stock Additional Paid-In Capital Retained Earnings Accum- ulated Other Compre- hensive Loss Common Stock Held in Treasury Total Stock- holders’ Equity Shares Amount Shares Amount As of 12/31/2021 57,322 $ 573 $ 1,724,956 $ 866,679 $ ( 131,299 ) 8,843 $ ( 652,782 ) $ 1,808,127 Shares issued under share-based compensation plan — — ( 1,281 ) — — ( 17 ) 1,281 — Share-based compensation expense — — 10,853 — — — — 10,853 Net income — — — 253,495 — — — 253,495 Cash dividends ($ 1.26 per share) — — — ( 59,571 ) — — — ( 59,571 ) Currency translation adjustment — — — — 24,726 — — 24,726 Purchases of treasury stock — — — — — 2,204 ( 157,864 ) ( 157,864 ) As of 12/31/2022 57,322 $ 573 $ 1,734,528 $ 1,060,603 $ ( 106,573 ) 11,030 $ ( 809,365 ) $ 1,879,766 The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents FIRSTCASH HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY CONTINUED (in thousands, except per share amounts) Common Stock Additional Paid-In Capital Retained Earnings Accum- ulated Other Compre- hensive Loss Common Stock Held in Treasury Total Stock- holders’ Equity Shares Amount Shares Amount As of 12/31/2020 49,276 $ 493 $ 1,221,788 $ 789,303 $ ( 118,432 ) 8,238 $ ( 609,337 ) $ 1,283,815 Shares issued under share-based compensation plan, net of 28 shares net-settled — — ( 7,090 ) — — ( 73 ) 5,427 ( 1,663 ) Exercise of stock options — — ( 358 ) — — ( 10 ) 738 380 Shares issued upon acquisition of American First Finance 8,046 80 505,466 — — — — 505,546 Share-based compensation expense — — 5,150 — — — — 5,150 Net income — — — 124,909 — — — 124,909 Cash dividends ($ 1.17 per share) — — — ( 47,533 ) — — — ( 47,533 ) Currency translation adjustment — — — — ( 12,867 ) — — ( 12,867 ) Purchases of treasury stock — — — — — 688 ( 49,610 ) ( 49,610 ) As of 12/31/2021 57,322 $ 573 $ 1,724,956 $ 866,679 $ ( 131,299 ) 8,843 $ ( 652,782 ) $ 1,808,127 The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents FIRSTCASH HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2023 2022 2021 Cash flow from operating activities: Net income $ 219,301 $ 253,495 $ 124,909 Adjustments to reconcile net income to net cash flow provided by operating activities: Depreciation of leased merchandise 411,455 353,495 12,826 Provision for lease losses 175,858 139,502 5,442 Provision for loan losses 123,030 118,502 48,952 Share-based compensation expense 13,674 10,853 5,150 Depreciation and amortization expense 109,161 103,832 45,906 Amortization of debt issuance costs 2,795 2,962 1,671 Net amortization of premiums, discounts and unearned origination fees on finance receivables ( 17,995 ) 44,378 1,132 Gain on revaluation of contingent acquisition consideration — ( 109,549 ) ( 17,871 ) Impairments and dispositions of certain other assets 496 1,722 949 Deferred income taxes, net ( 13,103 ) 42,488 10,722 Changes in operating assets and liabilities, net of business combinations: Accounts receivable, net ( 8,660 ) ( 1,217 ) ( 2,492 ) Inventories purchased directly from customers, wholesalers or manufacturers 1,806 ( 3,141 ) ( 27,006 ) Leased merchandise, net ( 605,202 ) ( 502,355 ) ( 22,563 ) Prepaid expenses and other assets ( 3,458 ) ( 3,419 ) 3,094 Accounts payable, accrued liabilities and other liabilities 22,418 19,993 26,180 Income taxes ( 15,434 ) ( 2,236 ) 6,303 Net cash flow provided by operating activities 416,142 469,305 223,304 Cash flow from investing activities: Pawn loans, net (1) ( 34,978 ) ( 35,817 ) ( 73,340 ) Finance receivables, net ( 115,442 ) ( 85,353 ) ( 5,844 ) Purchases of furniture, fixtures, equipment and improvements ( 60,148 ) ( 35,586 ) ( 42,022 ) Purchases of store real property ( 70,452 ) ( 82,902 ) ( 79,507 ) Portion of AFF Acquisition paid in cash, net of cash acquired — ( 25,000 ) ( 462,102 ) Acquisitions of pawn stores, net of cash acquired ( 181,312 ) ( 71,785 ) ( 81,822 ) Net cash flow used in investing activities ( 462,332 ) ( 336,443 ) ( 744,637 ) Cash flow from financing activities: Borrowings from unsecured credit facilities 646,334 286,000 560,000 Repayments of unsecured credit facilities ( 416,026 ) ( 206,000 ) ( 424,000 ) Issuance of senior unsecured notes — — 550,000 Debt issuance costs paid ( 279 ) ( 1,838 ) ( 10,581 ) Purchases of treasury stock ( 114,378 ) ( 157,864 ) ( 49,610 ) Proceeds from exercise of stock options — — 380 Payment of withholding taxes on net share settlements of restricted stock unit awards ( 2,463 ) — ( 1,663 ) Dividends paid ( 61,875 ) ( 59,571 ) ( 47,533 ) Net cash flow provided by (used in) financing activities 51,313 ( 139,273 ) 576,993 F-9 Table of Contents FIRSTCASH HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS CONTINUED (in thousands) Year Ended December 31, 2023 2022 2021 Effect of exchange rates on cash 4,565 3,695 ( 1,464 ) Change in cash and cash equivalents 9,688 ( 2,716 ) 54,196 Cash and cash equivalents at beginning of the year 117,330 120,046 65,850 Cash and cash equivalents at end of the year $ 127,018 $ 117,330 $ 120,046 Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 90,278 $ 52,891 $ 29,461 Income taxes 102,163 30,069 24,563 Supplemental disclosure of non-cash investing and financing activity: Non-cash transactions in connection with pawn loans settled through forfeitures of collateral transferred to inventories $ 529,429 $ 502,964 $ 430,306 Issuance of common stock associated with the AFF Acquisition — — 505,546 (1) Includes the funding of new pawn loans net of cash repayments and recovery of principal through the sale of inventories acquired from forfeiture of pawn collateral. The accompanying notes are an integral part of these consolidated financial statements. F-10 Table of Contents FIRSTCASH HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - GENERAL Organization and Nature of the Company FirstCash Holdings, Inc. (together with its wholly-owned subsidiaries, the “Company”) is incorporated in the state of Delaware. On December 17, 2021, the Company completed the acquisition of AFF, which is a leading technology-driven retail POS payment solutions platform primarily focused on providing LTO products. The accompanying audited consolidated results of operations for the year ended December 31, 2023 and 2022 include the results of operations for AFF for the full respective period, while the comparable 2021 period includes the results of operations for AFF for the period December 17, 2021 to December 31, 2021, affecting the comparability of 2023 and 2022 amounts to 2021 amounts. The Company operates two business lines: pawn operations and retail POS payment solutions, which are organized into three reportable segments. The U.S. pawn segment consists of pawn operations in 29 U.S. states and the District of Columbia, while the Latin America pawn segment consists of pawn operations in Mexico, Guatemala, Colombia and El Salvador. The retail POS payment solutions segment consists of the operations of AFF in all 50 states in the U.S., the District of Columbia and Puerto Rico. The Company’s primary line of business is the operation of retail pawn stores, also known as “pawnshops,” which focus on serving cash- and credit-constrained consumers. Pawn stores help customers meet small short-term cash needs by providing non-recourse pawn loans and buying merchandise directly from customers. Personal property, such as jewelry, electronics, tools, appliances, sporting goods and musical instruments, is pledged and held as collateral for the pawn loans over the typical 30-day term of the loan. Pawn stores also generate retail sales primarily from the merchandise acquired through collateral forfeitures and over-the-counter purchases from customers. The Company’s retail POS payment solutions business line consists solely of the operations of AFF, which focuses on LTO products and facilitating other retail financing payment options across a large network of traditional and e-commerce merchant partners. AFF’s retail partners provide consumer goods and services to their customers and use AFF’s LTO and retail finance solutions to facilitate payments on such transactions. Continuing Impact of COVID-19 The COVID-19 pandemic and government responses thereto had an initial adverse and material impact on pawn loan demand in 2020, which negatively impacted pawn receivables, inventories and revenues. This initial adverse impact in pawn loan demand was offset in large part by a positive impact in merchandise sales, especially among stay-at-home products, which were enhanced by federal stimulus payments directly to consumers. Throughout 2021 and 2022, as the contributory impacts of the pandemic normalized, pawn loan demand steadily recovered and pawn receivables, inventories and revenues are now ahead of pre-pandemic levels. Inflationary pressures on the Company’s customer base helped drive further demand for consumer credit, which contributed to the recovery in pawn loan demand. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed in the preparation of these financial statements: Principles of consolidation — The accompanying consolidated financial statements include the accounts of FirstCash Holdings, Inc. and its wholly-owned subsidiaries. The Company regularly makes acquisitions, and the results of operations for the acquisitions have been consolidated since the acquisition dates. All significant intercompany accounts and transactions have been eliminated. Cash and cash equivalents — The Company considers any highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. As of December 31, 2023, the amount of cash associated with indefinitely reinvested foreign earnings was $ 39.9 million, which is primarily held in Mexican pesos. Pawn loans and revenue recognition — Pawn loans are secured by the customer’s pledge of tangible personal property, which the Company holds during the term of the loan. If a pawn loan defaults, the Company relies on the sale of the pawned property to recover the principal amount of an unpaid pawn loan, plus a yield on the investment, as the Company’s pawn loans are non- F-11 Table of Contents recourse against the customer. The Company accrues pawn loan fee revenue on a constant-yield basis over the life of the pawn loan for all pawns for which the Company deems collection to be probable based on historical pawn redemption statistics, which is included in accounts receivable, net in the accompanying consolidated balance sheets. If the pawn loan is not repaid prior to the expiration of the pawn loan term, including any extension or grace period, if applicable, the principal amount loaned becomes the inventory carrying value of the forfeited collateral, which is typically recovered through sales of the forfeited items at prices well above the carrying value. The Company has determined no allowance related to credit losses on pawn loans is required as the fair value of the pledged collateral is significantly in excess of the pawn loan amount. Pawn inventories and revenue recognition — Pawn inventories represent merchandise acquired from forfeited pawn loans and merchandise purchased directly from the general public. The Company also retails limited quantities of new or refurbished merchandise obtained directly from wholesalers and manufacturers. Pawn inventories from forfeited pawn loans are recorded at the amount of the pawn principal on the unredeemed goods, exclusive of accrued interest. Pawn inventories purchased directly from customers, wholesalers and manufacturers are recorded at cost. The cost of pawn inventories is determined on the specific identification method. Pawn inventories are stated at the lower of cost or net realizable value and, accordingly, valuation allowances are established if pawn inventory carrying values are in excess of estimated selling prices, net of direct costs of disposal. Management has evaluated pawn inventories and determined that a valuation allowance is not necessary. The Company’s merchandise sales are primarily retail sales to the general public in its pawn stores. The Company records sales revenue at the time of the sale. The Company presents merchandise sales net of any sales or value-added taxes collected. Some jewelry inventory is melted and processed at third-party facilities and the precious metal and diamond content is sold at either prevailing market commodity prices or a previously agreed upon price with a commodity buyer. The Company records revenue from these wholesale scrap jewelry transactions when a price has been agreed upon and the Company ships the commodity to the buyer. Layaway plan and deferred revenue — Customers can purchase merchandise on an interest-free “layaway” plan. Should the customer fail to make a required payment pursuant to a layaway plan, the item is returned to pawn inventory and all or a portion of previous payments are typically forfeited to the Company. Deposits and interim payments from customers on layaway sales are recorded as deferred revenue and subsequently recorded as retail merchandise sales revenue when the merchandise is delivered to the customer upon receipt of final payment or when previous payments are forfeited to the Company. Layaway payments from customers are included in customer deposits and prepayments in the accompanying consolidated balance sheets. Leased merchandise and revenue recognition — The Company provides merchandise, consisting primarily of furniture and mattresses, appliances, jewelry, electronics and automotive products, to customers of its merchant partners for lease under certain terms agreed to by the customer. The customer has the right to acquire the title either through an early buyout option or through payment of all required lease payments. The Company maintains ownership of the leased merchandise until all payment obligations are satisfied under the lease agreement. The customer has the right to cancel the lease at any time by returning the merchandise. Leased merchandise contracts can typically be renewed for weekly, bi-weekly, semi-monthly, and monthly renewal periods and are generally renewed for between six and 24 months. Leased merchandise is stated at depreciated cost. The Company depreciates leased merchandise over the life of the lease and assumes no salvage value. Depreciation is accelerated upon an early buyout. All of the Company’s leased merchandise represents on-lease merchandise and all leases are operating leases. Lease income is recognized over the lease term and is recorded net of any sales taxes collected. Charges for late fees and insufficient fund fees are recognized as income when collected. Initial direct costs related to the Companyʼs lease agreements are added to the basis of the leased property and recognized over the lease term in proportion to the recognition of lease income. The Company typically charges the customer a non-refundable processing fee at lease inception and may also receive a discount from or pay a premium to certain merchant partners for leases originated at their locations, which are deferred and amortized using the straight-line method as adjustments to lease income over the contractual life of the related leased merchandise. Unamortized fees, discounts and premiums are recognized in full upon early buyout or charge-off. The Company accrues for lease income earned but not yet collected as accrued rent receivable, which is included in accounts receivable, net in the accompanying consolidated balance sheets. Alternatively, lease payments received in excess of the amount earned are recognized as deferred revenue, which is included in customer deposits and prepayments in the accompanying consolidated balance sheets. Customer payments are first applied to applicable sales tax and scheduled lease payments, then applied to any uncollected fees, such as late fees and insufficient fund fees. The Company collects sales taxes on behalf of the customer and remits all applicable sales taxes collected to the respective jurisdiction. F-12 Table of Contents Provision for lease losses — The Company records a provision for lease losses on an allowance method, which estimates the leased merchandise losses incurred but not yet identified by management as of the end of the accounting period. The allowance for lease losses is based primarily upon historical loss experience with consideration given to recent and forecasted business trends including, but not limited to, loss trends, delinquency levels, economic conditions, underwriting and collection practices. The Company charges off leased merchandise when a lease is 90 days or more contractually past due. If an account is deemed to be uncollectible prior to this date, the Company will charge off the leased merchandise at the point in time it is deemed uncollectible. Finance receivables and revenue recognition — The Company purchases and services retail finance receivables, the term of which typically ranges from six to 24 months, directly from its merchant partners or from its bank partner. The Company has a partnership with a Utah state-chartered bank that requires the Company to purchase the rights to the cash flows associated with finance receivables marketed to retail consumers on the bank’s behalf. The bank establishes the underwriting criteria for the finance receivables originated by the bank. Interest income is recognized using the interest method over the life of the finance receivable for all loans for which the Company deems collection to be probable based on historical loan redemption statistics and stops accruing interest upon charge-off. Accrued interest, net of an allowance for uncollectible interest income, is included in accounts receivable, net in the accompanying consolidated balance sheets and as of December 31, 2023 and 2022 was $ 12.8 million and $ 9.8 million, respectively. Charges for late fees and insufficient fund fees are recognized as income when collected. The Company receives an origination fee on newly purchased bank loans and may receive a discount from or pay a premium to certain merchant partners for finance receivables purchased from them, which are deferred and amortized using the interest method as adjustments to yield over the contractual life of the related finance receivable. Unamortized origination fees, discounts and premiums are recognized in full upon early payoff or charge-off. The Company offers customers an early payoff discount on most of its finance receivables, whereby the customer has between 90 and 101 days to pay the full principal balance without incurring any interest charge. If the borrower does not pay the full principal balance prior to the expiration of the early payoff discount period, interest charges are applied retroactively to the inception date of the loan. The Company accrues interest income during the early payoff discount period but records a reserve for loans expected to pay the full principal balance prior to the expiration of the early payoff discount period based on historical payment patterns. Provision for loan losses — Expected lifetime losses on finance receivables are recognized upon loan purchase, which requires the Company to make its best estimate of probable lifetime losses at the time of purchase. The Company segments its finance receivable portfolio into pools of receivables with similar risk characteristics which include loan product and monthly origination vintage and evaluates each pool for impairment. The Company calculates the allowance for loan losses based on historical loss information and incorporates observable and forecasted economic conditions over a reasonable and supportable forecast period covering the full contractual life of finance receivables. Incorporating observable and forecasted economic conditions could have a material impact on the measurement of the allowance to the extent that forecasted economic conditions change significantly. The Company may also consider other qualitative factors to address recent and forecasted business trends in estimating the allowance, as necessary, including, but not limited to, loss trends, delinquency levels, economic conditions, underwriting and collection practices. The allowance for loan losses is maintained at a level considered appropriate to cover expected lifetime losses on the finance receivable portfolio, and the appropriateness of the allowance is evaluated at each period end. The Company charges off finance receivables when a receivable is 90 days or more contractually past due. If an account is deemed to be uncollectible prior to this date, the Company will charge off the finance receivable at the point in time it is deemed uncollectible. Foreign currency transactions — The Company has pawn operations in Latin America, where in Mexico, Guatemala and Colombia, the functional currency is the Mexican peso, Guatemalan quetzal and Colombian peso. Accordingly, the assets and liabilities of these subsidiaries are translated into U.S. dollars at the exchange rate in effect at each balance sheet date, and the resulting adjustments are accumulated in other comprehensive income (loss) as a separate component of stockholders’ equity. Revenues and expenses are translated at the average exchange rates occurring during the respective period. Prior to translation, U.S.-dollar-denominated transactions of the foreign subsidiaries are remeasured into their functional currency using current rates of exchange for monetary assets and liabilities and historical rates of exchange for non-monetary assets and liabilities. Gains and losses from remeasurement of dollar-denominated monetary assets and liabilities in Mexico, Guatemala and Colombia are included in (gain) loss on foreign exchange in the consolidated statements of income. Deferred taxes are not F-13 Table of Contents currently recorded on cumulative foreign currency translation adjustments as the Company indefinitely reinvests earnings of its foreign subsidiaries. The Company also has pawn operations in El Salvador where the reporting and functional currency is the U.S. dollar. The average value of the Mexican peso to the U.S. dollar exchange rate for 2023 was 17.8 to 1 compared to 20.1 to 1 in 2022 and 20.3 to 1 in 2021. The average value of the Guatemalan quetzal to the U.S. dollar exchange rate for 2023 was 7.8 to 1 compared to 7.7 to 1 in 2022 and 2021. The average value of the Colombian peso to the U.S. dollar exchange rate for 2023 was 4,328 to 1 compared to 4,253 to 1 in 2022 and 3,742 to 1 in 2021. Operating expenses — Costs incurred in operating the Company’s pawn stores have been classified as operating expenses, which include salary and benefit expense of pawn store-level employees, occupancy costs, bank charges, security, insurance, utilities, supplies and other costs incurred by the pawn stores. Additionally, costs incurred in operating AFF have been classified as operating expenses, which include salary and benefit expense of certain operations focused departments, merchant partner incentives, bank and other payment processing charges, credit reporting costs, information technology costs, advertising costs and other operational costs incurred. Property and equipment — Property and equipment are recorded at cost. Depreciation is recorded on the straight-line method generally based on estimated useful lives of 30 to 40 years for buildings and three to five years for furniture, fixtures and equipment. The costs of improvements on leased pawn stores are capitalized as leasehold improvements and are depreciated using the straight-line method over the applicable lease period, or useful life, if shorter. Maintenance and repairs are charged to expense as incurred and renewals and betterments are charged to the appropriate property and equipment accounts. Upon sale or retirement of depreciable assets, the cost and related accumulated depreciation is removed from the accounts, and the resulting gain or loss is included in the results of operations in the period the assets are sold or retired. Business combinations — Business combination accounting requires the Company to determine the fair value of all assets acquired, including identifiable intangible assets, liabilities assumed and contingent consideration issued in a business combination. The total consideration of the acquisition is allocated to the assets and liabilities in amounts equal to the estimated fair value of each asset and liability as of the acquisition date, and any remaining acquisition consideration is classified as goodwill. This allocation process requires extensive use of estimates and assumptions. When appropriate, the Company utilizes independent valuation experts to advise and assist in determining the fair value of the assets acquired and liabilities assumed in connection with a business acquisition, in determining appropriate amortization methods and periods for identified intangible assets and in determining the fair value of contingent consideration, which is reviewed at each subsequent reporting period with changes in the fair value of the contingent consideration recognized in the consolidated statements of income. See Note 3. Goodwill and other indefinite-lived intangible assets — Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in each business combination. The Company performs its goodwill impairment assessment annually as of October 1, and between annual assessments if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company’s reporting units, which are tested for impairment, are U.S. pawn, Latin America pawn and retail POS payment solutions. The Company assesses goodwill for impairment at a reporting unit level by first assessing a range of qualitative factors, including, but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company’s products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and overall financial performance. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company proceeds to the quantitative impairment testing methodology. See Note 14. The Company’s other material indefinite-lived intangible assets consist of certain trade names and pawn licenses. The Company performs its indefinite-lived intangible asset impairment assessment annually as of December 31, and between annual assessments if an event occurs or circumstances change that would more likely than not reduce the fair value of an indefinite-lived intangible asset below its carrying amount. See Note 14. Merger and acquisition expenses — The Company incurs incremental costs directly associated with merger and acquisition activity, including, but not limited to, professional fees, legal expenses, severance, retention and other employee-related costs, contract breakage costs and costs related to consolidation of technology systems and corporate facilities. The Company presents merger and acquisition expenses separately in the consolidated statements of income to identify these incremental activities apart from the expenses incurred to operate the business. F-14 Table of Contents Long-lived assets — Property and equipment, intangible assets subject to amortization and non-current assets are reviewed for impairment whenever events or changes in circumstances indicate that the net book value of the asset may not be recoverable. An impairment loss is recognized if the sum of the expected future cash flows (undiscounted and before interest) from the use of the asset is less than the net book value of the asset. Generally, the amount of the impairment loss is measured as the difference between the net book value of the asset and the estimated fair value of the related asset. The Company did not record any impairment loss for the years ended December 31, 2023 and 2022. Fair value of financial instruments — 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. All fair value measurements related to acquisitions are level 3, non-recurring measurements, based on unobservable inputs. Unless otherwise disclosed, the fair values of financial instruments approximate their recorded values, due primarily to their short-term nature. See Note 6. Income taxes — The Company uses the asset and liability method of computing deferred income taxes on all material temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. See Note 12. Advertising — The Company expenses the costs of advertising when incurred. Advertising expense for the years ended December 31, 2023, 2022 and 2021, was $ 4.3 million, $ 4.1 million and $ 1.0 million, respectively. Share-based compensation — All share-based payments to employees and directors are recognized in the financial statements based on the grant date or if applicable, the subsequent modification date fair value. The Company recognizes compensation cost net of estimated forfeitures and recognizes the compensation cost for only those awards expected to vest on a straight-line basis over the requisite service period of the award, which is generally the vesting term. The Company records share-based compensation cost as an administrative expense. See Note 15. Forward sales commitments — The Company periodically uses forward sale agreements with a major gold bullion bank to sell a portion of the expected amount of scrap gold, which is typically jewelry that is broken or of low retail value, produced in the normal course of business from its liquidation of such merchandise. These commitments qualify for an exemption from derivative accounting as normal sales, based on historical terms, conditions and quantities, and are therefore not recorded on the Company's balance sheet. Earnings per share — Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding during the year. The Company used the treasury stock method to calculate diluted earnings per share which gives effect to the potential dilution that could occur if securities or other contracts to issue common shares were exercised and converted into common shares during the year. F-15 Table of Contents The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): Year Ended December 31, 2023 2022 2021 Numerator: Net income $ 219,301 $ 253,495 $ 124,909 Denominator: Weighted-average common shares for calculating basic earnings per share 45,452 47,213 40,975 Effect of dilutive securities: Restricted stock unit awards 241 117 49 Weighted-average common shares for calculating diluted earnings per share 45,693 47,330 41,024 Earnings per share: Basic $ 4.82 $ 5.37 $ 3.05 Diluted 4.80 5.36 3.04 Use of estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and related revenue and expenses, and the disclosure of gain and loss contingencies at the date of the financial statements. Such estimates and assumptions are subject to a number of risks and uncertainties, which may cause actual results to differ materially from the Company’s estimates. Significant estimates include the accrual for earned but uncollected pawn fees, allowances for lease and loan losses and related lease and loan loss provisions, valuation of acquired assets, assumed liabilities and contingent consideration of acquisitions, evaluation of goodwill and other intangible assets for impairment and current and deferred tax assets and liabilities. Recent accounting pronouncements — In March 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No 2022-02, “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”). ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings by creditors while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors made to borrowers experiencing financial difficulty. In addition, the amendments require disclosure of current period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Except for expanded disclosures to its vintage disclosures, ASU 2022-02 did not have a material effect on the Company’s current financial position, results of operations or financial statements. See Note 7. In October 2023, the FASB issued ASU No 2023-06, “ Disclosure Agreements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). ASU 2023-06 will align the disclosure and presentation requirements in the FASB Accounting Standards Codification with the SEC’s regulations. The amendments in ASU 2023-06 will be applied prospectively and are effective when the SEC removes the related requirements from Regulations S-X or S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. As the Company is currently subject to these SEC requirements, ASU 2023-06 is not expected to have a material effect on the Company’s current financial position, results of operations or financial statement disclosures. In November 2023, the FASB issued ASU No 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. The Company does not expect ASU 2023-07 to have a material effect on the Company’s current financial position, results of operations or financial statement disclosures. F-16 Table of Contents In December 2023, the FASB issued ASU No 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 expands disclosures in the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-09 should be applied prospectively; however, retrospective application is permitted. The Company does not expect ASU 2023-09 to have a material effect on the Company’s current financial position, results of operations or financial statement disclosures. NOTE 3 - ACQUISITIONS 2023 Pawn Acquisitions Consistent with the Company’s strategy to continue its expansion of pawn stores in selected markets, during 2023, the Company acquired 91 pawn stores in the U.S. in eight separate transactions and acquired two pawn licenses that were used to open two new pawn stores in the state of Nevada. The aggregate purchase price for these acquisitions totaled $ 178.6 million, net of cash acquired and subject to future post-closing adjustments. The aggregate purchase price was composed of $ 178.0 million in cash paid during 2023, which included the repayment and extinguishment of $ 59.7 million of debt of the acquired businesses at closing and remaining short-term amounts payable to certain of the sellers of $ 0.6 million. During 2023, the Company also paid $ 3.3 million of purchase price amounts payable related to prior-year pawn acquisitions. The purchase price of each of the 2023 acquisitions was allocated to assets acquired and liabilities assumed based upon the estimated fair values at the date of acquisition. The excess purchase price over the estimated fair value of the net assets acquired has been recorded as goodwill. The goodwill arising from these acquisitions consists largely of the synergies and economies of scale expected from combining the operations of the Company and the pawn stores acquired. These acquisitions were not material individually or in the aggregate to the Company’s consolidated financial statements. The estimated fair value of the assets acquired and liabilities assumed are preliminary, as the Company is gathering information to finalize the valuation of these assets and liabilities. The preliminary allocation of the aggregate purchase price for these individually immaterial pawn store acquisitions during 2023 (the “2023 Pawn Acquisitions”) is as follows (in thousands): 2023 Pawn Acquisitions Pawn loans $ 27,715 Accounts receivable 3,328 Inventories 17,090 Prepaid expenses and other current assets 996 Property and equipment 2,986 Operating lease right of use asset 20,597 Goodwill (1) 127,239 Intangible assets 4,410 Other non-current assets 280 Current liabilities ( 5,467 ) Lease liability ( 20,597 ) Aggregate purchase price $ 178,577 (1) Substantially all of the goodwill is expected to be deductible for U.S. income tax purposes. The results of operations for the 2023 Pawn Acquisitions have been consolidated since the respective acquisition dates. During 2023, revenue from the 2023 Pawn Acquisitions was $ 40.7 million and the earnings from the 2023 Pawn Acquisitions since the acquisition dates (including $ 6.1 million of transaction costs, net of tax) was approximately $ 1.1 million. Transaction costs associated with the 2023 Pawn Acquisitions were expensed as incurred and are presented in the consolidated statements of income as merger and acquisition expenses. These expenses include investment banking, legal, accounting and other related third-party costs. Unaudited pro forma financial information reflecting the consolidated results of operations of the Company as if the 2023 Pawn Acquisitions had occurred on January 1, 2022 has not been presented as the 2023 Pawn Acquisitions were not significant in relation to the Company’s consolidated financial position or results of operations. F-17 Table of Contents 2022 Pawn Acquisitions During 2022, the Company acquired 30 pawn stores in the U.S. in six separate transactions and one store in Guatemala in a separate transaction. The aggregate purchase price for these acquisitions totaled $ 73.0 million, net of cash acquired. The aggregate purchase price was composed of $ 69.6 million in cash paid at closing and remaining short-term amounts payable to certain of the sellers of approximately $ 3.4 million. NOTE 4 - OPERATING LEASES Lessor Refer to Note 2 to the consolidated financial statements for further information about the Company’s revenue generating activities as a lessor. All of the Company’s lease agreements are considered operating leases. Lessee The Company leases the majority of its pawnshop locations and certain administrative offices under operating leases and determines if an arrangement is or contains a lease at inception. Many leases include both lease and non-lease components for which the Company accounts separately. Lease components include rent, taxes and insurance costs while non-lease components include common area or other maintenance costs. Operating leases are included in operating lease right of use assets, lease liability, current and lease liability, non-current in the consolidated balance sheets. The Company does not have any finance leases. Leased facilities are generally leased for a term of three to five years with one or more options to renew for an additional three to five years , typically at the Company’s sole discretion. In addition, the majority of these leases can be terminated early upon an adverse change in law which negatively affects the store’s profitability. The Company regularly evaluates renewal and termination options to determine if the Company is reasonably certain to exercise the option, and excludes these options from the lease term included in the recognition of the operating lease right of use asset and lease liability until such certainty exists. The weighted-average remaining lease term for operating leases as of December 31, 2023, 2022 and 2021 was 3.9 years, 4.1 years and 4.1 years, respectively. The operating lease right of use asset and lease liability is recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The Company’s leases do not provide an implicit rate, and therefore, it uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. The Company utilizes a portfolio approach for determining the incremental borrowing rate to apply to groups of leases with similar characteristics. The weighted-average discount rate used to measure the lease liability as of December 31, 2023, 2022 and 2021 was 8.0 %, 6.5 % and 6.2 %, respectively. The Company has certain operating leases in Mexico which are denominated in U.S. dollars. The liability related to these leases is considered a monetary liability, and requires remeasurement each reporting period into the functional currency (Mexican pesos) using reporting date exchange rates. The remeasurement results in the recognition of foreign currency exchange gains or losses each reporting period, which can produce a certain level of earnings volatility. The Company recognized a foreign currency gain of $ 2.5 million, gain of $ 1.3 million and loss of $ 0.6 million during the years ended December 31, 2023, 2022 and 2021, respectively, related to the remeasurement of these U.S.-dollar-denominated operating leases, which is included in (gain) loss on foreign exchange in the accompanying consolidated statements of income. F-18 Table of Contents Lease expense is recognized on a straight-line basis over the lease term, with variable lease expense recognized in the period such payments are incurred. The following table details the components of lease expense included in operating expenses in the consolidated statements of income during the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Operating lease expense $ 141,831 $ 128,174 $ 125,439 Variable lease expense (1) 18,618 16,979 16,021 Total operating lease expense $ 160,449 $ 145,153 $ 141,460 (1) Variable lease costs consist primarily of taxes, insurance and common area or other maintenance costs paid based on actual costs incurred by the lessor and can therefore vary over the lease term. The following table details the maturity of lease liabilities for all operating leases as of December 31, 2023 (in thousands): 2024 $ 122,795 2025 93,471 2026 69,106 2027 41,910 2028 20,403 Thereafter 22,235 Total $ 369,920 Less amount of lease payments representing interest ( 52,473 ) Total present value of lease payments $ 317,447 The following table details supplemental cash flow information related to operating leases for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 124,584 $ 116,225 $ 114,463 Leased assets obtained in exchange for new operating lease liabilities 110,819 95,132 110,531 NOTE 5 - STOCKHOLDERS' EQUITY During 2023, the Company repurchased a total of 1,248,000 shares of common stock at an aggregate cost of $ 114.4 million and an average cost per share of $ 91.58 . The aggregate cost and average cost per share does not include the effect of the 1% excise tax on certain share repurchases enacted under the Inflation Reduction Act of 2022. The Company incurred $ 1.1 million of excise taxes during 2023. During 2022, the Company repurchased 2,204,000 shares of common stock at an aggregate cost of $ 157.9 million and an average cost per share of $ 71.63 . All repurchases during 2023 were conducted under the Company’s $ 100.0 million share repurchase program authorized in April 2022 and the $ 100.0 million share repurchase program authorized in October 2022 and such repurchases completed the authorizations under these programs. In July 2023, the Company’s Board of Directors authorized a new common stock repurchase program for up to $ 200.0 million of the Company’s outstanding common stock, of which the entire $ 200.0 million is currently remaining. The Company intends to continue repurchases under its active share repurchase program, including through open market transactions under trading plans in accordance with Rule 10b5-1 and Rule 10b-18 under the Exchange Act of 1934, as amended, subject to a variety of factors, including, but not limited to, the level of cash balances, liquidity needs, credit availability, debt covenant restrictions, general business and economic conditions, regulatory requirements, the market price of the Company’s stock, the Company’s dividend policy and the availability of alternative investment opportunities. F-19 Table of Contents Total cash dividends paid in 2023 and 2022 were $ 61.9 million and $ 59.6 million, respectively. The amount, declaration and payment of cash dividends in the future (quarterly or otherwise) will be made by the Board, from time to time, subject to the Company’s financial condition, results of operations, business requirements, compliance with legal requirements, debt covenant restrictions and other relevant factors. NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS 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 T he Company did not have any financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023. The Company’s financial assets and liabilities as of 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: Contingent consideration as of December 31, 2022 (1) $ — $ — $ — (1) Under the 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 Company estimated the preliminary fair value of the AFF Acquisition contingent consideration to be $ 127.4 million, as of the AFF Acquisition date. The Company revalued the contingent consideration to fair value at the end of each reporting period. The estimate of the fair value of contingent consideration is determined by applying a Monte Carlo simulation, which includes inputs not observable in the market, such as the risk-free rate, risk-adjusted discount rate, the volatility of the underlying financial metrics and projected financial forecast of AFF over the earn-out period, and therefore represents a Level 3 measurement. Significant increases or decreases in these inputs could result in a significantly lower or higher fair value measurement of the contingent consideration. 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 year ended December 31, 2023 and 2022 is as follows (in thousands): Year Ended December 31, 2023 2022 Contingent consideration at beginning of period $ — $ 109,549 Change in fair value (1) — ( 109,549 ) Contingent consideration at end of period $ — $ — (1) The Company recognized a gain of $ 109.5 million during the year ended December 31, 2022 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. F-20 Table of Contents There were no transfers in or out of Level 1, 2 or 3 during the years ended December 31, 2023, 2022 and 2021. 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 December 31, 2023 and 2022 that are not measured at fair value in the consolidated balance sheets are as follows (in thousands): Carrying Value Estimated Fair Value December 31, December 31, Fair Value Measurements Using 2023 2023 Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 127,018 $ 127,018 $ 127,018 $ — $ — Accounts receivable, net 71,922 71,922 — — 71,922 Pawn loans 471,846 471,846 — — 471,846 Finance receivables, net (1) 113,901 227,732 — — 227,732 $ 784,687 $ 898,518 $ 127,018 $ — $ 771,500 Financial liabilities: Revolving unsecured credit facilities $ 568,000 $ 568,000 $ — $ 568,000 $ — Senior unsecured notes (outstanding principal) 1,050,000 987,000 — 987,000 — $ 1,618,000 $ 1,555,000 $ — $ 1,555,000 $ — (1) Finance receivables, gross as of December 31, 2023 was $ 227.5 million. See Note 7. 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 was $ 196.0 million. See Note 7. 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. F-21 Table of Contents 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 approximate fair value as of December 31, 2023 and 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 SOFR or 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. NOTE 7 - FINANCE RECEIVABLES, NET Finance receivables, net, which include retail installment sales agreements and bank-originated loans, consist of the following (in thousands): As of December 31, 2023 2022 Finance receivables, gross $ 227,474 $ 195,987 Merchant partner discounts and premiums, net ( 11,907 ) ( 3,517 ) Unearned origination fees ( 5,212 ) ( 4,143 ) Finance receivables, amortized cost 210,355 188,327 Less allowance for loan losses ( 96,454 ) ( 84,833 ) Finance receivables, net $ 113,901 $ 103,494 The following table details the c hanges in the allowance for loan losses (in thousands): As of December 31, 2023 2022 Balance at beginning of year $ 84,833 $ 75,574 Provision for loan losses 123,030 118,502 Charge-offs ( 117,961 ) ( 114,535 ) Recoveries 6,552 5,292 Balance at end of year $ 96,454 $ 84,833 F-22 Table of Contents The following is an assessment of the credit quality indicators of the amortized cost of finance receivables as of December 31, 2023 and 2022, by origination year (in thousands): Origination Year 2023 2022 2021 Total As of December 31, 2023 Delinquency: 1 to 30 days past due $ 20,538 $ 2,771 $ — $ 23,309 31 to 60 days past due 10,892 1,627 — 12,519 61 to 89 days past due (1) 8,634 1,565 — 10,199 Total past due finance receivables 40,064 5,963 — 46,027 Current finance receivables 147,213 17,115 — 164,328 Finance receivables, amortized cost $ 187,277 $ 23,078 $ — $ 210,355 Origination Year 2022 2021 2020 Total As of December 31, 2022 Delinquency: 1 to 30 days past due $ 16,996 $ 3,534 $ — $ 20,530 31 to 60 days past due 8,290 1,869 — 10,159 61 to 89 days past due (1) 6,732 1,779 — 8,511 Total past due finance receivables 32,018 7,182 — 39,200 Current finance receivables 129,008 20,119 — 149,127 Finance receivables, amortized cost $ 161,026 $ 27,301 $ — $ 188,327 (1) The Company charges off finance receivables when a receivable is 90 days or more contractually past due. The following table details the gross charge-offs of finance receivables for the year ended December 31, 2023, by origination year (in thousands): Origination Year 2023 2022 2021 Total Finance receivables gross charge-offs: Gross charge-offs during 2023 $ 51,597 $ 58,571 $ 7,793 $ 117,961 F-23 Table of Contents NOTE 8 - LEASED MERCHANDISE, NET Leased merchandise, net, consists of the following (in thousands): As of December 31, 2023 2022 Leased merchandise $ 384,129 $ 335,038 Processing fees ( 4,348 ) ( 4,124 ) Merchant partner discounts and premiums, net 2,501 2,456 Accumulated depreciation ( 115,964 ) ( 100,879 ) Leased merchandise, before allowance for lease losses 266,318 232,491 Less allowance for lease losses ( 95,127 ) ( 79,189 ) Leased merchandise, net $ 171,191 $ 153,302 The following table details the c hanges in the allowance for lease losses (in thousands): As of December 31, 2023 2022 Balance at beginning of year $ 79,189 $ 5,442 Provision for lease losses 175,858 139,502 Charge-offs ( 166,630 ) ( 70,114 ) Recoveries 6,710 4,359 Balance at end of year $ 95,127 $ 79,189 NOTE 9 - PROPERTY AND EQUIPMENT Property and equipment consists of the following (in thousands): As of December 31, 2023 2022 Land $ 161,788 $ 141,795 Buildings 301,861 249,658 Furniture, fixtures, equipment and improvements 605,354 516,801 1,069,003 908,254 Less accumulated depreciation ( 436,279 ) ( 369,573 ) Property and equipment, net $ 632,724 $ 538,681 Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $ 52.1 million, $ 46.8 million and $ 42.5 million, respectively. F-24 Table of Contents NOTE 10 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consist of the following (in thousands): As of December 31, 2023 2022 Accrued compensation $ 46,257 $ 38,595 Sales, property and payroll taxes payable 32,609 27,226 Trade accounts payable 26,502 27,417 Accrued interest payable 24,443 24,276 Legal and professional fees payable 7,344 3,022 Benefits liabilities and withholding payable 3,373 2,383 Acquisition purchase price amounts payable to sellers 2,130 1,217 Income taxes payable 635 569 Other accrued liabilities 19,757 14,755 $ 163,050 $ 139,460 NOTE 11 - LONG-TERM DEBT The following table details the Company’s long-term debt at the respective principal amounts, net of unamortized debt issuance costs on the senior unsecured notes (in thousands): As of December 31, 2023 2022 Revolving unsecured credit facilities: Revolving unsecured credit facility, maturing 2027 (1) $ 568,000 $ 339,000 Revolving unsecured uncommitted credit facility, maturing 2027 (1) — — Total revolving unsecured credit facilities 568,000 339,000 Senior unsecured notes: 4.625 % senior unsecured notes due 2028 (2) 494,499 493,475 5.625 % senior unsecured notes due 2030 (3) 543,148 542,223 Total senior unsecured notes 1,037,647 1,035,698 Total long-term debt $ 1,605,647 $ 1,374,698 (1) Debt issuance costs related to the Company’s revolving unsecured credit facilities are included in other assets in the accompanying consolidated balance sheets. (2) As of December 31, 2023 and 2022, deferred debt issuance costs of $ 5.5 million and $ 6.5 million, respectively, are included as a direct deduction from the carrying amount of the senior unsecured notes due 2028 in the accompanying consolidated balance sheets. (3) As of December 31, 2023 and 2022, deferred debt issuance costs of $ 6.9 million and $ 7.8 million, respectively, are included as a direct deduction from the carrying amount of the senior unsecured notes due 2030 in the accompanying consolidated balance sheets. F-25 Table of Contents As of December 31, 2023, annual maturities of the outstanding long-term debt for each of the five years after December 31, 2023 are as follows (in thousands): 2024 $ — 2025 — 2026 — 2027 568,000 2028 500,000 Thereafter 550,000 $ 1,618,000 Revolving Unsecured Credit Facility During the period from January 1, 2023 through October 18, 2023, the Company maintained an unsecured line of credit with a group of U.S.-based commercial lenders (the “Credit Facility”) in the amount of $ 590.0 million. The Credit Facility matures on August 30, 2027. On October 18, 2023, the Company amended its domestic Credit Facility. The total lender commitment under the amended facility, which is provided by a group of twelve commercial banks, was increased by $ 50.0 million, from $ 590.0 million to $ 640.0 million. The amended credit facility remains unsecured and all other terms remained unchanged. As of December 31, 2023, the Company had $ 568.0 million in outstanding borrowings and $ 2.8 million in outstanding letters of credit under the Credit Facility, leaving $ 69.2 million available for future borrowings, subject to certain financial covenants. The Credit Facility bears interest at the Company’s option of either (i) the prevailing SOFR (with interest periods of 1, 3 or 6 months at the Company’s option) plus a fixed spread of 2.5 % and a fixed SOFR adjustment of 0.1 % or (ii) the prevailing prime or base rate plus a fixed spread of 1.5 %. The agreement has an interest rate floor of 0 %. Additionally, the Company is required to pay an annual commitment fee of 0.325 % on the average daily unused portion of the Credit Facility commitment. The weighted-average interest rate on amounts outstanding under the Credit Facility at December 31, 2023 was 7.96 % based on 1-month SOFR. Under the terms of the Credit Facility, the Company is required to maintain certain financial ratios and comply with certain financial covenants. The Credit Facility also contains customary restrictions on the Company’s ability to incur additional debt, grant liens, make investments, consummate acquisitions and similar negative covenants with customary carve-outs and baskets. The Company was in compliance with the covenants of the Credit Facility as of December 31, 2023. During 2023, the Company received net proceeds of $ 229.0 million from borrowings pursuant to the Credit Facility. Revolving Unsecured Uncommitted Credit Facility During the period from January 1, 2023 through March 9, 2023, the Company’s primary subsidiary in Mexico, First Cash S.A. de C.V., maintained an unsecured and uncommitted line of credit guaranteed by FirstCash, Inc. with a bank in Mexico (the “Mexico Credit Facility”) in the amount of $ 600.0 million Mexican pesos. The Mexico Credit Facility charged interest at the TIIE plus a fixed spread of 2.5 % and matured on March 9, 2023. Under the terms of the Mexico Credit Facility, the Company is required to maintain certain financial ratios and comply with certain financial covenants. The Company was in compliance with the covenants of the Mexico Credit Facility through March 9, 2023. The Mexico Credit Facility matured on March 9, 2023 and during the period from January 1, 2023 through March 9, 2023, the Company had no amount outstanding under the Mexico Credit Facility. In August 2023, the Company’s primary subsidiary in Mexico, First Cash S.A. de C.V., entered into an unsecured and uncommitted line of credit guaranteed by FirstCash, Inc. with a bank in Mexico (the “2023 Mexico Credit Facility”) in the amount of $ 600.0 million Mexican pesos. The 2023 Mexico Credit Facility bears interest at TIIE plus a fixed spread of 2.25 % and matures on August 24, 2027. Under the terms of the 2023 Mexico Credit Facility, the Company is required to maintain certain financial ratios and comply with certain financial covenants. The Company was in compliance with the covenants of the 2023 Mexico Credit Facility as of December 31, 2023. As of December 31, 2023, the Company had no amount outstanding under the 2023 Mexico Credit Facility and $ 35.5 million ($ 600.0 million pesos) available for future borrowings. F-26 Table of Contents Senior Unsecured Notes Due 2028 On August 26, 2020, the Company issued $ 500.0 million of 4.625 % senior unsecured notes due on September 1, 2028 (the “2028 Notes”), all of which are currently outstanding. Interest on the 2028 Notes is payable semi-annually in arrears on March 1 and September 1. The 2028 Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Company used the net proceeds from the offering to redeem its outstanding $ 300.0 million, 5.375 % senior notes due 2024 (the “2024 Notes”), to repay a portion of the Credit Facility and to pay for related fees and expenses associated with the offering and the redemption of the 2024 Notes. The 2028 Notes are fully and unconditionally guaranteed on a senior unsecured basis jointly and severally by all of the Company's existing and future domestic subsidiaries that guarantee its Credit Facility. The 2028 Notes will permit the Company to make restricted payments, such as purchasing shares of its stock and paying cash dividends, in an unlimited amount if, after giving pro forma effect to the incurrence of any indebtedness to make such payment, the Company's consolidated total debt ratio is less than 2.75 to 1. The consolidated total debt ratio is defined generally in the indenture governing the 2028 Notes (the “2028 Notes Indenture”) as the ratio of (1) the total consolidated debt of the Company minus cash and cash equivalents of the Company to (2) the Company’s consolidated trailing twelve months EBITDA, as adjusted to exclude certain non-recurring expenses and giving pro forma effect to operations acquired during the measurement period. As of December 31, 2023, the Company’s consolidated total debt ratio was 2.7 to 1. While the 2028 Notes generally limit the Company’s ability to make restricted payments if the consolidated total debt ratio is greater than 2.75 to 1, restricted payments are allowable within certain permitted baskets, which currently provides the Company with continued flexibility to make restricted payments when the Company’s consolidated total debt ratio is greater than 2.75 to 1. The Company may redeem some or all of the 2028 Notes at any time on or after September 1, 2023, at the redemption prices set forth in the 2028 Notes Indenture, plus accrued and unpaid interest, if any. If the Company sells certain assets or consummates certain change in control transactions, the Company will be required to make an offer to repurchase the 2028 Notes. Senior Unsecured Notes Due 2030 On December 13, 2021, the Company issued $ 550.0 million of 5.625 % senior unsecured notes due on January 1, 2030 (the “2030 Notes”), all of which are currently outstanding. Interest on the 2030 Notes is payable semi-annually in arrears on January 1 and July 1. The 2030 Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act. The Company used the net proceeds from the offering to finance the cash consideration and transaction expenses for the AFF Acquisition, including the repayment, in full, of the outstanding debt under AFF’s credit facility at the closing of the AFF Acquisition, payment of fees and expenses related to the offering and reduction of the outstanding balance on the Credit Facility. The 2030 Notes are fully and unconditionally guaranteed on a senior unsecured basis jointly and severally by all of the Company's existing and future domestic subsidiaries that guarantee its Credit Facility. The 2030 Notes will permit the Company to make restricted payments, such as purchasing shares of its stock and paying cash dividends, in an unlimited amount if, after giving pro forma effect to the incurrence of any indebtedness to make such payment, the Company's consolidated total debt ratio is less than 3.0 to 1. The consolidated total debt ratio is defined generally in the indenture governing the 2030 Notes (the “2030 Notes Indenture”) as the ratio of (1) the total consolidated debt of the Company minus cash and cash equivalents of the Company to (2) the Company’s consolidated trailing twelve months EBITDA, as adjusted to exclude certain non-recurring expenses and giving pro forma effect to operations acquired during the measurement period. As of December 31, 2023, the Company’s consolidated total debt ratio was 2.7 to 1. While the 2030 Notes generally limit the Company’s ability to make restricted payments if the consolidated total debt ratio is greater than 3.0 to 1, restricted payments are allowable within certain permitted baskets, which currently provides the Company with continued flexibility to make restricted payments when the Company’s consolidated total debt ratio is greater than 3.0 to 1. The Company may redeem some or all of the 2030 Notes at any time on or after January 1, 2025, at the redemption prices set forth in the 2030 Notes Indenture, plus accrued and unpaid interest, if any. In addition, prior to January 1, 2025, the Company may redeem some or all of the 2030 Notes at a price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, plus a “make-whole” premium set forth in the 2030 Notes Indenture. The Company may redeem up to 40 % of the 2030 Notes on or prior to January 1, 2025 with the proceeds of certain equity offerings at the redemption prices set forth in the 2030 Notes Indenture. If the Company sells certain assets or consummates certain change in control transactions, the Company will be required to make an offer to repurchase the 2030 Notes. F-27 Table of Contents NOTE 12 - INCOME TAXES Components of the provision for income taxes and the income to which it relates for the years ended December 31, 2023, 2022 and 2021 consist of the following (in thousands): Year Ended December 31, 2023 2022 2021 Income before income taxes (1) : Domestic $ 217,502 $ 253,560 $ 110,535 Foreign 75,347 70,073 55,967 Income before income taxes $ 292,849 $ 323,633 $ 166,502 Current income taxes: U.S. Federal $ 53,217 $ 23,034 $ 14,031 Foreign 18,683 15,444 15,242 U.S. state and local 15,124 3,421 2,045 Current provision for income taxes 87,024 41,899 31,318 Deferred provision (benefit) for income taxes: U.S. Federal ( 6,253 ) 26,732 11,008 Foreign 1,475 ( 458 ) ( 1,542 ) U.S. state and local ( 8,698 ) 1,965 809 Total deferred provision for income taxes ( 13,476 ) 28,239 10,275 Provision for income taxes $ 73,548 $ 70,138 $ 41,593 (1) Includes the allocation of certain administrative expenses and intercompany payments, such as royalties and interest, between domestic and foreign subsidiaries. At December 31, 2023, the cumulative amount of undistributed earnings of foreign subsidiaries was $ 262.3 million. The Tax Cuts and Jobs Act imposed a mandatory transition tax on accumulated foreign earnings and generally eliminated U.S. federal income taxes on dividends from foreign subsidiaries with the exception of foreign withholding taxes and other foreign local tax. During 2023 and 2022, the Company repatriated $ 31.0 million and $ 47.5 million, respectively, from certain foreign subsidiaries, which was not subject to withholding or federal income tax. It is the Company’s intent to indefinitely reinvest the remaining undistributed earnings and future earnings of these subsidiaries outside the U.S. and, therefore, deferred taxes are not currently recorded on cumulative foreign currency translation adjustments. F-28 Table of Contents The principal deferred tax assets and liabilities consist of the following (in thousands): As of December 31, 2023 2022 Deferred tax assets: Property and equipment in foreign jurisdictions $ 18,761 $ 14,585 Finance receivables 21,745 19,125 Accrued fees on forfeited pawn loans 8,866 8,168 Deferred cost of goods sold deduction 4,454 2,800 Accrued compensation, payroll taxes and employee benefits 4,509 3,699 U.S. state and certain foreign net operating losses 6,456 6,504 Other 5,100 5,167 Total deferred tax assets 69,891 60,048 Deferred tax liabilities: Intangible assets 158,888 150,397 Leased merchandise and property and equipment in domestic jurisdictions 27,593 40,950 Net operating lease asset 2,702 2,646 Other 4,511 3,929 Total deferred tax liabilities 193,694 197,922 Net deferred tax liabilities before valuation allowance ( 123,803 ) ( 137,874 ) Valuation allowance ( 6,456 ) ( 6,504 ) Net deferred tax liabilities $ ( 130,259 ) $ ( 144,378 ) Reported as: Deferred tax assets $ 6,514 $ 7,381 Deferred tax liabilities ( 136,773 ) ( 151,759 ) Net deferred tax liabilities $ ( 130,259 ) $ ( 144,378 ) The Company has a valuation allowance of $ 6.5 million and $ 6.5 million as of December 31, 2023 and 2022, respectively, related to the deferred tax assets associated with its U.S. state and certain foreign net operating losses. The Company has evaluated the nature and timing of its other deferred tax assets and concluded that no additional valuation allowance is necessary. F-29 Table of Contents The following is a reconciliation of income taxes calculated at the U.S. federal statutory rate to the provision for income taxes (dollars in thousands): Year Ended December 31, 2023 2022 2021 U.S. federal statutory rate 21 % 21 % 21 % Tax at the U.S. federal statutory rate $ 61,498 $ 67,963 $ 35,149 U.S. state income tax, net of federal tax benefit of $ 1,349 , $ 1,131 and $ 599 , respectively 5,076 4,255 2,255 Benefit from gain on revaluation of contingent acquisition consideration — ( 4,580 ) — Net incremental income tax expense from foreign earnings (1) 4,373 272 2,007 Non-deductible compensation expense 4,358 3,297 1,943 Other taxes and adjustments, net ( 1,757 ) ( 1,069 ) 239 Provision for income taxes $ 73,548 $ 70,138 $ 41,593 Effective tax rate 25.1 % 21.7 % 25.0 % (1) Includes a $ 5.7 million, $ 8.0 million and $ 6.3 million foreign permanent tax benefit related to an inflation index adjustment allowed under Mexico tax law for the years ended December 31, 2023, 2022 and 2021, respectively. The Company’s foreign pawn operating subsidiaries are owned by a wholly-owned subsidiary located in the Netherlands. The foreign pawn operating subsidiaries are subject to their respective foreign statutory rates, which differ from the U.S. federal statutory rate. The statutory tax rates in Mexico, Guatemala, Colombia and El Salvador are 30 %, 25 %, 35 % and 30 %, respectively. The statutory tax rate in the Netherlands is 0 % on eligible dividends received from its foreign subsidiaries. The Company reviews the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Interest and penalties related to income tax liabilities that could arise would be classified as interest expense in the Company’s consolidated statements of income. As of December 31, 2023 and 2022, the Company had no unrecognized tax benefits and, therefore, the Company did no t have a liability for accrued interest and penalties and no such interest or penalties were incurred for the years ended December 31, 2023, 2022 and 2021. The Company files federal income tax returns in the U.S., Mexico, Guatemala, Colombia, El Salvador, Jamaica, Puerto Rico and the Netherlands, as well as multiple state and local income tax returns in the U.S. The Company’s U.S. federal returns are not subject to examination for tax years prior to 2020. The majority of the Company’s U.S. state income tax returns are not subject to examination for the tax years prior to 2020. With respect to federal tax returns in Mexico, Guatemala, Colombia, El Salvador, Jamaica, Puerto Rico and the Netherlands, the tax years prior to 2018 are closed to examination. There are no state income taxes in Mexico, Guatemala, Colombia, El Salvador, Jamaica, Puerto Rico or the Netherlands. F-30 Table of Contents NOTE 13 - COMMITMENTS AND CONTINGENCIES Litigation The Company, in the ordinary course of business, is a party to various legal and regulatory proceedings and other general claims. Although no assurances can be given, in management’s opinion, such outstanding proceedings are not expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows. The Company believes it has meritorious defenses to all of the claims described below and intends to vigorously defend itself against such claims. However, legal and regulatory proceedings involve an inherent level of uncertainty and no assurances can be given regarding the ultimate outcome of any such matters or whether an adverse outcome would not have a material adverse impact on the Company’s financial position, results of operations, or cash flows. At this stage, the Company is unable to determine whether a future loss will be incurred for any of its material outstanding legal and regulatory proceedings or to estimate a range of loss with respect to such proceeding, if any, and accordingly, no material amounts have been accrued in the Company’s financial statements for legal and regulatory proceedings. On November 12, 2021, the CFPB initiated a civil action in the United States District Court for the Northern District of Texas against FirstCash, Inc. and Cash America West, Inc., two of the Company’s subsidiaries, alleging violations of the MLA in connection with pawn transactions. The CFPB also alleges that these same alleged violations of the MLA constitute breaches of a 2013 CFPB consent order entered into by its predecessor company that, among other things, allegedly required the company and its successors to cease and desist from further MLA violations. The CFPB is seeking an injunction, redress for affected borrowers and a civil monetary penalty. On March 28, 2022, the CFPB filed a motion to strike certain affirmative defenses of the Company. The Company responded by filing a motion for partial summary judgment. On October 24, 2022, the Company filed a motion to dismiss the lawsuit on the basis that the funding structure of the CFPB is unconstitutional. This motion to dismiss follows the recent decision in another case by the Fifth Circuit Court of Appeals which found that the CFPB is unconstitutionally structured. The Fifth Circuit’s decisions govern the law applied in the jurisdiction in which the CFPB action is pending against the Company. In light of the CFPB's stated intent to seek Supreme Court review of that decision, the parties stipulated to a stay of the action against the Company, which the Court entered on November 4, 2022. T he Supreme Court is currently reviewing the Fifth Circuit's decision, with oral arguments having been completed on October 3, 2023. The stay of the CFPB’s action against the Company will remain in effect until the Supreme Court issues its decision with respect to the appeal. If the Supreme Court decides in favor of the CFPB, the stay will be lifted and the Company and the CFPB will continue to litigate the civil action brought against the Company by the CFPB. Gold Forward Sales Contracts As of December 31, 2023, the Company had contractual commitments to deliver a total of 72,500 gold ounces during the months of January 2024 through November 2025 at a weighted-average price of $ 2,043 per ounce. The ounces required to be delivered over this time period are within historical scrap gold volumes, and the Company expects to have the required gold ounces to meet the commitments as they come due. F-31 Table of Contents NOTE 14 - GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Changes in the carrying value of goodwill by segment were as follows (in thousands): December 31, 2023 U.S. Pawn Segment Latin America Pawn Segment Retail POS Payment Solutions Segment Total Balance, beginning of year $ 916,048 $ 179,128 $ 486,205 $ 1,581,381 Acquisitions (see Note 3) 127,239 — — 127,239 Effect of foreign currency translation — 19,452 — 19,452 Other adjustments ( 420 ) — — ( 420 ) Balance, end of year $ 1,042,867 $ 198,580 $ 486,205 $ 1,727,652 December 31, 2022 Balance, beginning of year $ 861,793 $ 171,279 $ 503,106 $ 1,536,178 Acquisitions (see Note 3) 55,455 — — 55,455 Effect of foreign currency translation — 7,849 — 7,849 Other adjustments ( 1,200 ) — ( 16,901 ) ( 18,101 ) Balance, end of year $ 916,048 $ 179,128 $ 486,205 $ 1,581,381 The Company performed its annual assessment of goodwill and determined there was no impairment as of December 31, 2023 and 2022. Definite-Lived Intangible Assets The following table summarizes the components of gross and net definite-lived intangible assets subject to amortization (in thousands): As of December 31, 2023 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Merchant relationships $ 194,000 $ ( 63,070 ) $ 130,930 $ 194,000 $ ( 31,530 ) $ 162,470 Developed technology 99,400 ( 40,588 ) 58,812 99,400 ( 20,708 ) 78,692 Customer relationships 28,250 ( 26,591 ) 1,659 26,294 ( 25,716 ) 578 AFF trade name 10,200 ( 10,200 ) — 10,200 ( 5,314 ) 4,886 Lessee relationships 1,500 ( 1,500 ) — 1,500 ( 1,201 ) 299 $ 333,350 $ ( 141,949 ) $ 191,401 $ 331,394 $ ( 84,469 ) $ 246,925 Merchant relationships and customer relationships are generally amortized using an accelerated amortization method that reflects the future cash flows expected from the existing AFF merchants and returning pawn customers. F-32 Table of Contents The following table details the remaining weighted-average amortization periods for the definite-lived intangible assets included in the table above: Weighted-Average Remaining Amortization Period (Years) As of December 31, 2023 Merchant relationships 2.4 Developed technology 1.5 Customer relationships 2.2 Total definite-lived intangible assets 2.1 Amortization expense for definite-lived intangible assets was $ 57.0 million, $ 57.1 million and $ 3.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. Estimated future amortization expense is as follows (in thousands): 2024 $ 50,146 2025 48,488 2026 45,551 2027 24,544 2028 22,672 $ 191,401 Indefinite-Lived Intangible Assets Indefinite-lived intangible assets as of December 31, 2023 and 2022 consist of the following (in thousands): As of December 31, 2023 2022 Trade names $ 46,300 $ 46,300 Pawn licenses (1) 40,023 37,113 $ 86,323 $ 83,413 (1) Costs to renew licenses with indefinite lives are expensed as incurred and recorded in operating expenses in the consolidated statements of income. The Company performed its annual assessment of indefinite-lived intangible assets and determined there was no impairment as of December 31, 2023 and 2022. F-33 Table of Contents NOTE 15 - EQUITY COMPENSATION PLANS AND SHARE-BASED COMPENSATION The Company has previously adopted equity and share-based compensation plans to attract and retain executive officers, directors and key employees. Under these plans, the Company may grant qualified and non-qualified stock options, stock appreciation rights, restricted stock and restricted stock unit awards to executive officers, directors and other key employees. At December 31, 2023, 2,818,000 shares were reserved for future grants to all employees and directors under the plans. Restricted Stock Unit Awards The Company has granted time-based and performance-based restricted stock units under the Company’s equity and share-based incentive compensation plans. The restricted stock units are settled in shares of common stock upon vesting and the Company typically issues treasury shares to satisfy vested restricted stock unit awards. The grant date fair value of restricted stock units is based on the Company’s closing stock price on the day of the grant (or subsequent award modification date, if applicable), and the grant date fair value of performance-based awards is based on the maximum amount of the award expected to be achieved. The amount attributable to award grants is amortized to expense over the vesting periods. The 2023 performance-based awards vest on December 31, 2025. The performance period for these awards is the three-year cumulative period between January 1, 2023 and December 31, 2025. The performance goals for the 2023 grant include net income, adjusted for certain non-core and/or non-recurring items, AFF adjusted EBITDA and the Company’s total shareholder return (“TSR”) relative to a peer group over the three-year cumulative period. The Company’s level of achievement of the performance goals at the end of each performance period will result in awards being earned between 0 % and 150 % of the target share award. The 2022 performance-based awards vest on December 31, 2024. The performance period for these awards is the three-year cumulative period between January 1, 2022 and December 31, 2024. The performance goals for the 2022 grant include net income, adjusted for certain non-core and/or non-recurring items, AFF adjusted EBITDA and the Company’s TSR relative to a peer group over the three-year cumulative period. The Company’s level of achievement of the performance goals at the end of each performance period will result in awards being earned between 0 % and 150 % of the target share award. The 2021 performance-based awards vested on December 31, 2023. The performance period for these awards was the three-year cumulative period between January 1, 2021 and December 31, 2023. The performance goals for the 2021 grant included net income, adjusted for certain non-core and/or non-recurring items, store additions and the Company’s TSR relative to a peer group over the three-year cumulative period. The Company’s level of achievement of the performance goals at the end of each performance period result in awards being earned between 0 % and 150 % of the target share award. Based on the Company’s actual achievement of the three-year cumulative performance goals, the 2021 performance-based awards were earned at 150 % of the target share award. The TSR component of the 2020 performance-based awards vested on December 31, 2023. The performance period for the TSR award was the three-year cumulative period between January 1, 2021 and December 31, 2023 and measured the Company’s TSR relative to a peer group over that period. The Company’s level of achievement of the performance goal at the end of the performance period result in an award being earned between 0 % and 150 % of the target share award. Based on the Company’s actual achievement of the three-year cumulative performance goal, the TSR metric for the 2020 performance-based award was earned at 150 % of the target share award. The time-based awards granted in 2023, 2022 and 2021 to employees of the Company generally vest, subject to continued employment with the Company, over a three or five-year period from the grant date. F-34 Table of Contents The following table summarizes the restricted stock unit award activity for the years ended December 31, 2023, 2022 and 2021 (shares in thousands): 2023 2022 2021 Weighted- Weighted- Weighted- Average Average Average Underlying Fair Value Underlying Fair Value Underlying Fair Value Shares of Grant Shares of Grant Shares of Grant Outstanding at beginning of year 435 $ 67.38 383 $ 71.93 373 $ 77.40 Performance-based grants (1) 107 91.76 120 69.78 105 58.68 Time-based grants 93 91.76 60 69.72 48 58.68 Performance-based vested ( 211 ) 65.54 — — ( 91 ) 72.70 Time-based vested ( 45 ) 69.97 ( 19 ) 70.33 ( 19 ) 67.86 Performance-based canceled ( 10 ) 72.37 ( 109 ) 86.86 ( 18 ) 72.56 Time-based canceled — — — — ( 15 ) 72.49 Outstanding at end of year 369 $ 80.68 435 $ 67.38 383 $ 71.93 (1) Represents the maximum possible award. The Company’s level of achievement of the respective performance goals will result in actual vesting of between zero shares and the maximum share award. Restricted stock unit awards vesting in 2023, 2022 and 2021 had an aggregate intrinsic value of $ 20.6 million, $ 1.5 million and $ 6.6 million, respectively, based on the closing price of the Company’s stock on the date of vesting. The outstanding award units had an aggregate intrinsic value of $ 40.0 million at December 31, 2023. Stock Options The Company has no t issued common stock options since 2011. Previous option awards have been granted to purchase the Company’s common stock at an exercise price equal to or greater than the fair market value at the date of grant and generally had a maximum duration of ten years . During the year ended December 31, 2021, the final remaining stock option award was exercised leaving no outstanding stock options as of December 31, 2021. The option award of 10,000 shares carried an exercise price of $ 38 per share. The total intrinsic value of the options exercised for 2021 was $ 0.4 million. The intrinsic value is based on the closing price of the Company’s stock on the date of exercise. Share-Based Compensation Expense The Company’s net income includes the following compensation costs related to share-based compensation arrangements (in thousands): Year Ended December 31, 2023 2022 2021 Gross compensation costs: Restricted stock unit awards $ 13,674 $ 10,853 $ 5,150 Income tax benefits: Restricted stock unit awards ( 605 ) ( 1,428 ) ( 205 ) Net compensation expense $ 13,069 $ 9,425 $ 4,945 As of December 31, 2023, the total compensation cost related to non-vested restricted stock unit awards not yet recognized was $ 14.5 million (based on maximum possible award vesting) and is expected to be recognized over the weighted-average period of 1.4 years. F-35 Table of Contents NOTE 16 - BENEFIT PLANS The Company’s 401(k) savings plan (the “Plan”) is available to all full-time, U.S.-based employees who have been employed with the Company for six months or longer. Under the Plan, a participant may contribute up to 100 % of earnings, with the Company matching the first 5 % of contributions at a rate of 50 %. The employee and Company contributions are paid to a corporate trustee and invested in various funds based on participant direction. Company contributions made to participants’ accounts become fully vested upon completion of five years of service. The total Company matching contributions were $ 4.3 million, $ 4.0 million and $ 3.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. NOTE 17 - SEGMENT AND GEOGRAPHIC INFORMATION Segment Information The Company organizes its operations into three reportable segments as follows: • U.S. pawn • Latin America pawn • Retail POS payment solutions (AFF) Corporate expenses and income, which include administrative expenses, corporate depreciation and amortization, interest expense, interest income, (gain) loss on foreign exchange, merger and acquisition expenses, gain on revaluation of contingent acquisition consideration, and other expenses (income), net, are presented on a consolidated basis and are not allocated between the U.S. pawn segment, Latin America pawn segment or retail POS payment solutions segment. Intersegment transactions relate to the Company offering AFF’s LTO payment solution in its U.S. pawn stores and are eliminated to arrive at consolidated totals. The following tables present reportable segment information for the years ended December 31, 2023, 2022 and 2021 as well as segment earning assets (in thousands): F-36 Table of Contents Year Ended December 31, 2023 U.S. Pawn Latin America Pawn Retail POS Payment Solutions Corporate/ Eliminations Consolidated Revenue: Retail merchandise sales $ 854,190 $ 533,612 $ — $ ( 6,530 ) (1) $ 1,381,272 Pawn loan fees 435,762 222,774 — — 658,536 Leased merchandise income — — 752,682 — 752,682 Interest and fees on finance receivables — — 233,818 — 233,818 Wholesale scrap jewelry sales 78,571 46,917 — — 125,488 Total revenue 1,368,523 803,303 986,500 ( 6,530 ) 3,151,796 Cost of revenue: Cost of retail merchandise sold 490,544 345,309 — ( 3,460 ) (1) 832,393 Depreciation of leased merchandise — — 413,546 ( 2,091 ) (1) 411,455 Provision for lease losses — — 177,418 ( 1,560 ) (1) 175,858 Provision for loan losses — — 123,030 — 123,030 Cost of wholesale scrap jewelry sold 64,545 37,276 — — 101,821 Total cost of revenue 555,089 382,585 713,994 ( 7,111 ) 1,644,557 Net revenue 813,434 420,718 272,506 581 1,507,239 Expenses and other income: Operating expenses 451,543 243,146 137,460 — 832,149 Administrative expenses — — — 176,315 176,315 Depreciation and amortization 25,585 21,350 3,030 59,196 109,161 Interest expense — — — 93,243 93,243 Interest income — — — ( 1,469 ) ( 1,469 ) Gain on foreign exchange — — — ( 1,529 ) ( 1,529 ) Merger and acquisition expenses — — — 7,922 7,922 Other expenses (income), net — — — ( 1,402 ) ( 1,402 ) Total expenses and other income 477,128 264,496 140,490 332,276 1,214,390 Income (loss) before income taxes $ 336,306 $ 156,222 $ 132,016 $ ( 331,695 ) $ 292,849 (1) Represents the elimination of intersegment transactions related to the Company offering AFF’s LTO payment solution in its U.S. pawn stores. As of December 31, 2023 U.S. Pawn Latin America Pawn Retail POS Payment Solutions Corporate/ Eliminations Consolidated Pawn loans $ 344,152 $ 127,694 $ — $ — $ 471,846 Finance receivables, net — — 113,901 — 113,901 Inventories 221,843 90,246 — — 312,089 Leased merchandise, net — — 171,706 ( 515 ) (1) 171,191 Goodwill 1,042,867 198,580 486,205 — 1,727,652 Total assets 2,423,092 693,650 1,011,541 161,632 4,289,915 (1) Represents the elimination of intersegment transactions related to the Company offering AFF’s LTO payment solution in its U.S. pawn stores. F-37 Table of Contents Year Ended December 31, 2022 U.S. Pawn Latin America Pawn Retail POS Payment Solutions Corporate/ Eliminations Consolidated Revenue: Retail merchandise sales $ 818,548 $ 447,523 $ — $ ( 4,935 ) (1) $ 1,261,136 Pawn loan fees 373,416 187,974 — — 561,390 Leased merchandise income — — 622,163 — 622,163 Interest and fees on finance receivables — — 181,280 — 181,280 Wholesale scrap jewelry sales 63,004 39,969 — — 102,973 Total revenue 1,254,968 675,466 803,443 ( 4,935 ) 2,728,942 Cost of revenue: Cost of retail merchandise sold 478,718 288,449 — ( 2,614 ) (1) 764,553 Depreciation of leased merchandise — — 354,104 ( 609 ) (1) 353,495 Provision for lease losses — — 140,118 ( 616 ) (1) 139,502 Provision for loan losses — — 118,502 — 118,502 Cost of wholesale scrap jewelry sold 54,893 33,411 — — 88,304 Total cost of revenue 533,611 321,860 612,724 ( 3,839 ) 1,464,356 Net revenue (loss) 721,357 353,606 190,719 ( 1,096 ) 1,264,586 Expenses and other income: Operating expenses 407,039 193,254 128,616 — 728,909 Administrative expenses — — — 147,943 147,943 Depreciation and amortization 23,205 18,325 2,912 59,390 103,832 Interest expense — — — 70,708 70,708 Interest income — — — ( 1,313 ) ( 1,313 ) Gain on foreign exchange — — — ( 585 ) ( 585 ) Merger and acquisition expenses — — — 3,739 3,739 Gain on revaluation of contingent acquisition consideration — — — ( 109,549 ) ( 109,549 ) Other expenses (income), net — — — ( 2,731 ) ( 2,731 ) Total expenses and other income 430,244 211,579 131,528 167,602 940,953 Income (loss) before income taxes $ 291,113 $ 142,027 $ 59,191 $ ( 168,698 ) $ 323,633 (1) Represents the elimination of intersegment transactions related to the Company offering AFF’s LTO payment solution in its U.S. pawn stores. As of December 31, 2022 U.S. Pawn Latin America Pawn Retail POS Payment Solutions Corporate/ Eliminations Consolidated Pawn loans $ 282,089 $ 108,528 $ — $ — $ 390,617 Finance receivables, net — — 103,494 — 103,494 Inventories 202,594 85,745 — — 288,339 Leased merchandise, net — — 154,398 ( 1,096 ) (1) 153,302 Goodwill 916,048 179,128 486,205 — 1,581,381 Total assets 2,108,157 619,839 1,047,814 129,057 3,904,867 (1) Represents the elimination of intersegment transactions related to the Company offering AFF’s LTO payment solution in its U.S. pawn stores. F-38 Table of Contents Year Ended December 31, 2021 U.S. Pawn Latin America Pawn Retail POS Payment Solutions Corporate/ Eliminations Consolidated Revenue: Retail merchandise sales $ 742,374 $ 391,875 $ — $ — $ 1,134,249 Pawn loan fees 305,350 170,432 — — 475,782 Leased merchandise income — — 22,720 — 22,720 Interest and fees on finance receivables — — 9,024 — 9,024 Wholesale scrap jewelry sales 27,163 30,027 — — 57,190 Total revenue 1,074,887 592,334 31,744 — 1,698,965 Cost of revenue: Cost of retail merchandise sold 416,039 247,425 — — 663,464 Depreciation of leased merchandise — — 12,826 — 12,826 Provision for lease losses — — 5,442 — 5,442 Provision for loan losses — — 48,952 — 48,952 Cost of wholesale scrap jewelry sold 22,886 26,243 — — 49,129 Total cost of revenue 438,925 273,668 67,220 — 779,813 Net revenue (loss) 635,962 318,666 ( 35,476 ) — 919,152 Expenses and other income: Operating expenses 380,895 179,020 4,917 — 564,832 Administrative expenses — — — 111,259 111,259 Depreciation and amortization 22,234 17,834 122 5,716 45,906 Interest expense — — — 32,386 32,386 Interest income — — — ( 696 ) ( 696 ) Loss on foreign exchange — — — 436 436 Merger and acquisition expenses — — — 15,449 15,449 Gain on revaluation of contingent acquisition consideration — — — ( 17,871 ) ( 17,871 ) Other expenses (income), net — — — 949 949 Total expenses and other income 403,129 196,854 5,039 147,628 752,650 Income (loss) before income taxes $ 232,833 $ 121,812 $ ( 40,515 ) $ ( 147,628 ) $ 166,502 As of December 31, 2021 U.S. Pawn Latin America Pawn Retail POS Payment Solutions Corporate/ Eliminations Consolidated Pawn loans $ 256,311 $ 91,662 $ — $ — $ 347,973 Finance receivables, net — — 181,021 — 181,021 Inventories 197,486 65,825 — — 263,311 Leased merchandise, net — — 143,944 — 143,944 Goodwill 861,793 171,279 503,106 — 1,536,178 Total assets 1,944,487 562,661 1,178,729 150,575 3,836,452 F-39 Table of Contents Geographic Information The following table shows revenue and long-lived assets (all non-current assets except operating lease right of use asset, goodwill, intangibles, net and deferred tax assets, net) by geographic area (in thousands): Year Ended December 31, 2023 2022 2021 Revenue: U.S. $ 2,348,493 $ 2,053,476 $ 1,106,631 Mexico 762,563 639,199 562,493 Other Latin America 40,740 36,267 29,841 $ 3,151,796 $ 2,728,942 $ 1,698,965 Long-lived assets: U.S. $ 529,180 $ 449,201 $ 373,218 Mexico 101,649 88,233 84,648 Other Latin America 12,137 10,662 13,191 $ 642,966 $ 548,096 $ 471,057 F-40