COMMUNITY CHOICE FINANCIAL, INC
(Exact name of registrant as specified in its charter)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b-2 of the Act.) Yes o No ý

There is no market for the registrant's equity. As of March 31, 2014, there were 8,981,536 shares outstanding.

Community Choice Financial Inc. and Subsidiaries

Form 10-Q for the Quarterly Period Ended March 31, 2014

	March 31, 2014			December 31, 2013

	(unaudited)
Assets
Current Assets
Cash and cash equivalents	$	147,690		$	90,311
Restricted cash		1,665			1,414
Finance receivables, net of allowance for loan losses of $15,054 and $15,548		130,659			157,152
Short-term investments, certificates of deposit		1,114			1,114
Card related pre-funding and receivables		801			806
Other current assets		9,400			9,516
Deferred tax asset, net		9,157			9,157


Total current assets		300,486			269,470
Noncurrent Assets
Finance receivables, net of allowance for loan losses of $3,651 and $2,460		12,291			8,178
Property, leasehold improvements and equipment, net		28,164			25,804
Goodwill		312,883			312,534
Other intangible assets		21,884			23,372
Security deposits		3,092			3,086
Deferred debt issuance costs		10,734			11,324


Total assets	$	689,534		$	653,768




Liabilities and Stockholders' Equity
Current Liabilities
Current portion of capital lease obligation	$	557		$	681
Current portion of related party Florida seller notes		1,250			500
Subsidiary note payable		8,100			8,100
Deferred revenue		2,748			2,682
Accrued interest		19,550			8,151
Money orders payable		13,795			15,495
Accounts payable and accrued liabilities		29,871			25,155


Total current liabilities		75,871			60,764
Noncurrent Liabilities
Accrued liabilities		700			1,075
Lines of credit		36,664			25,000
Capital lease obligation		295			257
Stock repurchase obligation		872			928
Related party Florida seller notes		11,212			11,909
Mortgage note payable		714			420
Senior secured notes		420,000			420,000
Deferred revenue		4,806			5,403
Deferred tax liability, net		10,156			6,670


Total liabilities		561,290			532,426


Commitments and Contingencies
Stockholders' Equity
Preferred stock, par value $.01 per share, 3,000 shares authorized, no shares issued and outstanding		—			—
Common stock, par value $.01 per share, 300,000 authorized shares and 8,982 outstanding shares at March 31, 2014 and December 31, 2013		90			90
Additional paid-in capital		125,864			125,487
Non-controlling interest		26,216			26,428
Retained deficit		(23,926	)		(30,663	)


Total stockholders' equity		128,244			121,342


Total liabilities and stockholders' equity	$	689,534		$	653,768

	Three Months Ended March 31,

	2014		2013
Revenues:
Finance receivable fees	$	88,823	$	68,711
Check cashing fees		21,737		22,216
Card fees		6,570		1,501
Other		7,956		6,523


Total revenues		125,086		98,951


Operating expenses:
Salaries and benefits		19,602		17,187
Provision for loan losses		30,127		19,089
Occupancy		7,097		6,447
Advertising and marketing		3,669		2,168
Depreciation and amortization		1,954		1,617
Other		12,617		12,496


Total operating expenses		75,066		59,004


Operating gross profit		50,020		39,947


Corporate and other expenses
Corporate expenses		23,122		14,761
Depreciation and amortization		2,224		2,053
Interest expense, net		13,352		12,809
Loss on equity method investments		—		17


Total corporate and other expenses		38,698		29,640


Income before provision for income taxes		11,322		10,307


Provision for income taxes		4,452		4,232


Net income		6,870		6,075
Net income attributable to non-controlling interests		133		—


Net income attributable to controlling interests	$	6,737	$	6,075

	Three Months Ended March 31,

	2014			2013
Cash flows from operating activities
Net income	$	6,870		$	6,075
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for loan losses		30,127			19,089
Loss on disposal of assets		—			12
(Gain) Loss on equity method investments		—			17
Depreciation		2,527			2,032
Amortization of note discount and deferred debt issuance costs		643			733
Amortization of intangibles		1,651			1,635
Deferred income taxes		4,052			2,697
Change in fair value of stock repurchase obligation		(56	)		(152	)
Stock-based compensation		377			310
Changes in assets and liabilities:
Card related pre-funding and receivables		5			3,639
Restricted cash		(251	)		—
Other assets		110			1,349
Deferred revenue		(531	)		(678	)
Accrued interest		11,399			11,007
Money orders payable		(1,700	)		(270	)
Accounts payable and accrued expenses		4,341			1,060


Net cash provided by operating activities		59,564			48,555


Cash flows from investing activities
Net receivables originated		(7,247	)		—
Net receivables repaid		—			3,425
Net acquired assets, net of cash		(1,704	)		—
Purchase of customer list intangible asset		—			(12	)
Internally developed software intangible asset		(32	)		—
Purchase of leasehold improvements and equipment		(4,729	)		(1,516	)


Net cash (used in) provided by investing activities		(13,712	)		1,897


Cash flows from financing activities
Payments on capital lease obligations, net		(86	)		—
Net advances on lines of credit		11,664			—
Payments on mortgage note payable		(426	)
Proceeds from refinance of mortgage note payable		720
Member distribution		(345	)		—


Net cash provided by financing activities		11,527			—


Net increase in cash and cash equivalents		57,379			50,452
Cash and cash equivalents:
Beginning		90,311			79,044


Ending	$	147,690		$	129,496

Nature of business: Community Choice Financial Inc. (together with its consolidated subsidiaries, "CCFI" or "the Company") was formed on April 6, 2011 under the laws of the State of Ohio. As of March 31, 2014, the Company owned and operated 522 stores in 15 states and had an internet presence in 24 states. Through its network of retail stores and over the internet, the Company provides customers a variety of financial products and services, including secured and unsecured, short and medium-term loans, check cashing, prepaid debit cards, and other services that address the specific needs of our individual customers.

Basis of presentation: The accompanying interim unaudited consolidated financial statements of Community Choice Financial Inc. and its subsidiaries have been prepared in accordance with the instructions to Form 10-Q and accounting principles generally accepted in the United States for interim financial information. They do not include all information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. Although management believes that the disclosures are adequate to prevent the information from being misleading, the interim unaudited consolidated financial statements should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2013 in the Company's Form 10-K. In the opinion of the Company's management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial condition, have been included. The results for any interim period are not necessarily indicative of results to be expected for the year ending December 31, 2014.

Basis of consolidation: The accompanying consolidated financial statements include the accounts of Community Choice Financial Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company determined that Insight Holdings Company, LLC ("Insight Holdings") is a Variable Interest Entity ("VIE") of which the Company is the primary beneficiary. Therefore, the Company has consolidated this VIE as of April 1, 2013.

Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to change relate to the determination of the allowance for loan losses, the valuation of goodwill, the valuation of equity method investments, the valuation of stock repurchase obligations, the value of stock based compensation and the valuation of deferred tax assets and liabilities.

Business segments: FASB Accounting Standards Codification ("ASC") Topic 280 requires that a public enterprise report a measure of segment profit or loss, certain specific revenue and expense items, segment assets, information about the way operating segments were determined and other items. The Company reports operating segments in accordance with FASB ASC Topic 280. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in determining how to allocate resources and assess performance. The Company operates in two segments: Retail financial services and Internet

Note 1. Ownership, Nature of Business, and Significant Accounting Policies (Continued)

financial services. The consolidation of Insight Holdings, as described further in Note 10, is included in retail financial services.

Revenue recognition: Transactions include loans, check cashing, bill payment, money transfer, money order sales, and other miscellaneous products and services. The full amount of the check cashing fee is recognized as revenue at the time of the transaction. Fees and direct costs incurred for the origination of loans are deferred and amortized over the loan period using the interest method. The Company acts in an agency capacity regarding bill payment services, money transfers, card products, and money orders offered and sold at its branches. The Company records the net amount retained as revenue because the supplier is the primary obligor in the arrangement, the amount earned by the Company is fixed, and the supplier is determined to have the ultimate credit risk. Fees and direct costs incurred for the origination of finance receivables are deferred and amortized over the loan period using the interest method.

Interest and fee income is recognized for all loan products using the interest (actuarial) method.

As a result of the Company's charge-off policies, accounts are charged-off between 1 and 90 days past due rather than being placed in nonaccrual status.

Cash and cash equivalents: Cash and cash equivalents include cash on hand and short-term investments with original maturities of three months or less. At times, the Company may maintain deposits with banks in amounts in excess of federal depository insurance limits, but believes any such amounts do not represent significant credit risk.

Restricted cash: Restricted cash includes the carrying amounts of cash and cash equivalent items which are restricted as to withdrawal or usage. Restricted cash represents the funds collected in advance from Insight and Insight's retail agents that are held at the card issuing bank for future loads to be received from cardholders at point of sale or through electronic funds transfer.

Finance receivables: Finance receivables consist of three categories of receivables: short term consumer loans, medium-term loans, and secured loans.

Short term consumer loan products typically range in size from $100 to $1,000, and are evidenced by a promissory note with a maturity generally 14 to 30 days with an agreement to defer the presentment of the customer's personal check or ACH authorization for the aggregate amount of the advance plus fees. This form of lending is based on applicable laws and regulations, which vary by state. Statutes vary from providing fees of 15% to 20% per $100 borrowed, to providing interest at 25% per annum plus origination fees. The customers repay the cash advance by making cash payments or allowing their check or ACH to be presented. For unsecured loans, the risk of repayment primarily relates to the customer's ability to repay the loans.

In certain states, either in compliance with law or through our following of best practices recommended by the Community Financial Services Association of America ("CFSA") we offer an extended payment plan for all borrowers. This extended payment plan is advertised to all customers where the program is offered, either via pamphlet or by being posted at the store at the time of the loan. This payment plan is available to all customers in these states upon request and is not contingent on the borrower's repayment status or further underwriting standards. The term is extended to roughly

Note 1. Ownership, Nature of Business, and Significant Accounting Policies (Continued)

four payments over eight weeks. If customers do not make these payments, then their held check is deposited. Gross loan receivables subject to these repayment plans represented $1,411 of the $166,049 of total receivables at March 31, 2014 and $1,793 of the $189,108 of total receivables at December 31, 2013.

Medium term loans typically range from $100 to $5,000 and are evidenced by a promissory note with a maturity between 3 months and 36 months. These loans vary in their structure to correspond with the regulatory environments where they are offered. The loans are due in installments or provide for a line of credit with periodic monthly payments. For unsecured loans, the risk of repayment primarily relates to the customer's ability to repay the loans.

Secured loan products typically range in size from $750 to $5,000, and are evidenced by a promissory note with a maturity between 30 days and 24 months. The customer grants a right in collateral and the loan may be secured with the lien on the collateral. The risk characteristics of secured loans primarily depend on the markets in which the Company operates and the regulatory requirements of each market. Risks associated with secured financings relate to the ability of the borrower to repay its loans and the value of the collateral underlying the loan should the borrower default on its payments.

Short-term investments, certificates of deposit: Short-term investments consist of certificates of deposit with original maturities of more than three months. Short-term investments are recorded at the carrying value, which approximates fair value and interest is recognized as earned.

Allowance for loan losses: Provisions for loan losses are charged to income in amounts sufficient to maintain an adequate allowance for loan losses and an adequate accrual for losses related to guaranteed loans processed for third-party lenders. The factors used in assessing the overall adequacy of the allowance for loan losses, the accrual for losses related to guaranteed loans processed for third-party lenders and the resulting provision for loan losses include an evaluation by product by market based on historical loan loss experience and delinquency of certain medium-term loans. The Company evaluates various qualitative factors that may or may not affect the computed initial estimate of the allowance for loan losses, including, among others, overall portfolio quality and current economic conditions. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions.

For short term consumer loans, our policy is to charge off accounts when they become past due. The Company's policy dictates that, where a customer has provided a check or ACH authorization for presentment upon the maturity of a loan, if the customer has not paid off the loan by the due date, the Company will deposit the customer's check or draft the customer's bank account for the amount due. If the check or draft is returned as uncollected, all accrued fees and outstanding principal are charged-off as uncollectible.

For medium term loans which have a term of one year or less, the Company's policy requires that balances be charged off when accounts are 60 days past due. For medium term loans which have an initial maturity of greater than one year, the Company's policy requires that balances be charged off when accounts are no more than 90 days past due. The Company's line of credit products are charged-off on the thirty first day past due.

Note 1. Ownership, Nature of Business, and Significant Accounting Policies (Continued)

For secured loans that are 30 days in duration, the Company's policy requires that balances be charged off when accounts are 30 days past due. For secured loans that have terms ranging from 60 days to one year, the Company's policy dictates that balances be charged off when accounts are 60 days past due. For secured loans that have terms of greater than one year, the Company's policy requires that balances be charged off when accounts are no more than 90 days past due.

Recoveries of amounts previously charged off are recorded to the allowance for loan losses or the accrual for third-party losses in the period in which they are received.

Card related pre-funding and receivables: Prior to April 1, 2013, the Company acted as an agent for Insight Holdings marketing prepaid debit cards. Pursuant to the Company's agreement, the Company was required to pre-fund certain card activity. The Company was also the beneficiary of certain receivables resulting from its card sales that relate to the commissions earned from this entity payable according to negotiated terms. Effective April 1, 2013, the card related prefunding between the Company and Insight Holdings has been eliminated and represents prefunding by Insight Holdings to the banks for card activity.

Deferred loan origination costs: Direct costs incurred for the origination of loans, which consist mainly of marketing and employee-related costs, are deferred and amortized to loan fee income over the contractual lives of the loans using the interest method. Unamortized amounts are recognized in income at the time that loans are paid in full.

Goodwill and other intangibles: Goodwill, or cost in excess of fair value of net assets of the companies acquired, is recorded at its carrying value and is periodically evaluated for impairment. The Company tests the carrying value of goodwill and other intangible assets annually as of December 31 or when the events and circumstances warrant such a review. One of the methods for this review is performed using estimates of future cash flows. If the carrying value of goodwill or other intangible assets is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the goodwill or intangible assets exceeds its fair value. Based upon the annual impairment testing performed by the Company, management has determined that goodwill is not impaired. Changes in estimates of cash flows and fair value, however, could affect the evaluation.

The Company's other intangible assets consist of non-compete agreements, customer lists, trade names, and internally developed software. Generally, the amounts recorded for non-compete agreements, customer lists and trade names are amortized using the straight-line method over five years and internally developed software is amortized using the straight-line method over three years. The customer list intangibles for DFS and the acquisition of 54 stores in Florida ("Florida Acquisition") are amortized based on the expected customer retention rate on an accelerated method over a period of 3 to 4 years. Amortization expense for the three months ended March 31, 2014 and 2013 were $1,651 and $1,635, respectively.

Equity method investments: Entities and investments over which the Company exercises significant influence over the activities of the entity but which do not meet the requirements for consolidation are accounted for using the equity method of accounting pursuant to ASC 323, whereby the Company records its share of the underlying income or losses of these entities. Intercompany profit arising from transactions with affiliates is eliminated to the extent of its beneficial interest. Equity in

Note 1. Ownership, Nature of Business, and Significant Accounting Policies (Continued)

losses of equity method investments is not recognized after the carrying value of an investment, including advances and loans, has been reduced to zero, unless guarantees or other funding obligations exist.

On April 1, 2013, the Company extended a line of credit to Insight Holdings. The Company has consolidated Insight Holdings as of April 1, 2013 as the Company has determined that it is the primary beneficiary of the variable interest entity.

Deferred debt issuance costs: Deferred debt issuance costs are amortized on the interest method of accounting over the life of the related note payable agreement. Amortization is included as a component of interest expense in the consolidated statements of income.

Deferred revenue: The Company's deferred revenue is comprised of an upfront fee received under an agency agreement to offer wire transfer services at the Company's branches. The deferred revenue is recognized over the contract period on a straight-line basis.

Deferred rent: The Company leases premises under agreements which provide for periodic increases over the lease term. Accordingly, timing differences between the amount paid for rent and the amount expensed are recorded in accounts payable and accrued liabilities in the accompanying consolidated balance sheets.

Self-Insurance Liability: The Company is self-insured for employee medical benefits subject to certain loss limitations. The incurred but not reported liability ("IBNR") represents an estimate of the cost of unreported claims based on historical claims reporting. The Company monitors the continued reasonableness of the assumptions and methods used to estimate the IBNR liability each reporting period.

Advertising and marketing costs: Costs incurred for producing and communicating advertising, and marketing over the internet are charged to operations when incurred or the first time advertising takes place. Advertising and marketing expense for the three months ended March 31, 2014 and 2013 was $3,669 and $2,168, respectively. Corporate level advertising and marketing expense for the three months ended March 31, 2014 and 2013 was $262 and $25, respectively.

Operating expenses: The direct costs incurred in operating the Company's operations have been classified as operating expenses. Operating expenses include salaries and benefits of operations employees, internet operations, loan losses, rent and other occupancy costs, depreciation and amortization of branch property and equipment, armored services and security costs, and other direct costs. District and regional managers' salaries are included in corporate expenses. Insight Holdings activity is included in corporate expenses.

Impairment of long-lived assets: The Company evaluates all long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Impairment is recognized when the carrying amount of these assets cannot be recovered by the undiscounted net cash flows they will generate.

Note 1. Ownership, Nature of Business, and Significant Accounting Policies (Continued)

Income taxes: Deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. Income tax expense represents current tax obligations and the change in deferred tax assets and liabilities.

The Company recognizes 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 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 greater than 50% likelihood of being realized upon ultimate settlement. Interest and penalties on income taxes are charged to income tax expense.

Governmental regulation: The Company is subject to various state and federal laws and regulations, which are subject to change and which may impose significant costs or limitations on the way the Company conducts or expands its business. Certain limitations include among other things imposed limits on fee rates and other charges, the number of loans to a customer, a cooling off period, the number of permitted rollovers and required licensing and qualification.

Although states provide the primary regulatory framework under which the Company offers consumer loans, certain federal laws also impact the business. The Company's consumer loans are subject to federal laws and regulations, including the Truth-in-Lending Act ("TILA"), the Equal Credit Opportunity Act ("ECOA"), the Fair Credit Reporting Act ("FCRA"), the Gramm-Leach-Bliley Act ("GLBA"), the Bank Secrecy Act, the Money Laundering Control Act of 1986, the Money Laundering Suppression Act of 1994, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the "PATRIOT Act"), "Title X of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank"), and the regulations, if any, promulgated for each. Among other things, these laws require disclosure of the principal terms of each transaction to every customer, prohibit misleading advertising, protect against discriminatory lending practices, proscribe unfair credit practices and prohibit creditors from discriminating against credit applicants on the basis of race, sex, age or marital status. The GLBA and its implementing regulations generally require the Company to protect the confidentiality of its customers' nonpublic personal information and to disclose to the Company's customers its privacy policy and practices.

The Consumer Financial Protection Bureau ("CFPB"), which was created by Dodd-Frank, began examinations of payday lenders in 2012 and examined us starting in April 2012. We have received our examination report and although we remain in dialogue with the CFPB regarding various aspects of the report and the CFPB's request for various documents and information, at this time we do not anticipate any material changes to our commercial operations.

Fair value of financial instruments: Financial assets and liabilities measured at fair value are grouped in three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are:

Note 1. Ownership, Nature of Business, and Significant Accounting Policies (Continued)

The Company follows the provisions of the ASC 820-10, which applies to all assets and liabilities that are being measured and reported on a fair value basis. ASC 820-10 requires disclosure that establishes a framework for measuring fair value within generally accepted accounting principles and expands disclosure about fair value measurements. This standard enables a reader of consolidated financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The standard requires that assets and liabilities carried at fair value be classified and disclosed in one of the three categories.

In determining the appropriate levels, the Company performed a detailed analysis of the assets and liabilities that are subject to ASC 820-10. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3. The Company's financial instruments consist primarily of cash and cash equivalents, finance receivables, short-term investments, and lines of credit. For all such instruments, other than senior secured notes, notes payable, and stock repurchase obligation at March 31, 2014 and December 31, 2013, the carrying amounts in the consolidated financial statements approximate their fair values. Our finance receivables are short term in nature and are originated at prevailing market rates. Our lines of credit bear interest at current market rates.

The fair value of our 10.75% senior secured notes due 2019 (the "2019 notes") and our 12.75% senior secured notes due 2020 (the "2020 notes") were determined based on market yield on trades of the notes at the end of that reporting period.

The fair value of related party Florida seller notes payable was determined based on applicable market yields of similar debt.

Note 1. Ownership, Nature of Business, and Significant Accounting Policies (Continued)

The fair value of the stock repurchase obligation was determined based on a probability-adjusted Black Scholes option valuation model.

	March 31, 2014

	Carrying Amount		Fair Value		Level
Financial assets:
Cash and cash equivalents	$	147,690	$	147,690		1
Restricted cash		1,665		1,665		1
Finance receivables		142,950		142,950		3
Short-term investments, certificates of deposit		1,114		1,114		2
Financial liabilities:
10.75% Senior secured notes		395,000		332,906		1
12.75% Senior secured notes		25,000		21,070		2
Related party Florida seller notes		12,462		12,462		2
Lines of credit		36,664		36,664		2
Subsidary Note payable		8,100		8,100		2
Stock repurchase obligation		872		872		2
Mortgage note payable		714		714		3

	December 31, 2013

	Carrying Amount		Fair Value		Level
Financial assets:
Cash and cash equivalents	$	90,311	$	90,311		1
Restricted cash		1,414		1,414		1
Finance receivables		165,330		165,330		3
Short-term investments, certificates of deposit		1,114		1,114		2
Financial liabilities:
10.75% Senior secured notes		395,000		338,318		1
12.75% Senior secured notes		25,000		21,413		2
Related party Florida seller notes		12,409		12,409		2
Lines of credit		25,000		25,000		2
Subsidary Note payable		8,100		8,100		2
Stock repurchase obligation		928		928		2
Mortgage note payable		420		420		3

Recent Accounting Pronouncements In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (a consensus of the FASB Emerging Issues Task Force) ("ASU 2013-05"), which applies to the release of the cumulative translation adjustment into net income when a parent either sells all or a part of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. ASU 2013-05 is effective prospectively

Note 1. Ownership, Nature of Business, and Significant Accounting Policies (Continued)

for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. The Company adopted ASU 2013-05 on January 1, 2014, and did not have a material effect on the Company's financial position or results of operations.

In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"), which provides guidance on the presentation of unrecognized tax benefits when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this update are effective for fiscal years (and interim periods within those years) beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The Company adopted ASU 2013-11 on January 1, 2014, and did not have a material effect on the Company's financial position or results of operations.

In April 2014, the Financial Accounting Standards Board issued ASU No. 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360)" ("ASU 2014-08"). The amendments in ASU 2014-08 require that a disposal representing a strategic shift that has (or will have) a major effect on an entity's financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. The amendments are effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2014 (early adoption is permitted only for disposals that have not been previously reported). The Company does not expect ASU 2014-08 to have a material effect on the Company's current financial position, results of operations or financial statement disclosures; however, it may impact the reporting of future discontinued operations if and when they occur.

Subsequent events: The Company has evaluated its subsequent events (events occurring after March 31, 2014) through the issuance date of May 14, 2014 as disclosed in Note 17.

Note 2. Finance Receivables, Credit Quality Information and Allowance for Loan Losses

Finance receivables representing amounts due from customers for advances at March 31, 2014 and December 31, 2013 consisted of the following:

	March 31, 2014			December 31, 2013

Short-term consumer loans	$	84,609		$	110,826
Medium-term loans		53,463			46,497
Secured loans		27,977			31,785


Gross receivables		166,049			189,108
Unearned advance fees, net of deferred loan origination costs		(4,394	)		(5,770	)


Finance receivables before allowance for loan losses		161,655			183,338
Allowance for loan losses		(18,705	)		(18,008	)


Finance receivables, net	$	142,950		$	165,330




Finance receivable, net
Current portion	$	130,659		$	157,152
Non-current portion		12,291			8,178


Total finance receivable, net	$	142,950		$	165,330

Changes in the allowance for the loan losses by product type for the three months ended March 31, 2014 are as follows:

The provision for loan losses for the three months ended March 31, 2014 also includes losses from returned items from check cashing of $1,632.

Changes in the allowance for the loan losses by product type for the three months ended March 31, 2013 are as follows:

Note 2. Finance Receivables, Credit Quality Information and Allowance for Loan Losses (Continued)

The provision for loan losses for the three months ended March 31, 2013 also includes losses from returned items from check cashing of $1,928.

Changes in the accrual for third-party lender losses for the three months ended March 31, 2014 and 2013 were as follows:

The Company has subsidiaries that facilitate third party lender loans. Total gross finance receivables for which the Company has recorded an accrual for third-party lender losses totaled $7,747 and $9,228 at March 31, 2014 and December 31, 2013, respectively, and the corresponding guaranteed consumer loans are disclosed as an off-balance sheet arrangement.

The Company considers the near term repayment performance of finance receivables as its primary credit quality indicator. The Company performs credit checks through consumer reporting agencies on certain loans. If a third-party lender provides the advance, the applicable third-party lender decides whether to approve the cash advance and establishes all of the underwriting criteria and terms, conditions, and features of the customer agreements.

The aging of receivables at March 31, 2014 and December 31, 2013 are as follows:

	March 31, 2014				December 31, 2013

Current finance receivables	$	154,131	92.7	%	$	174,651	92.4	%
Past due finance receivables (1 - 30 days)
Medium-term loans		5,290	3.2	%		5,065	2.7	%
Secured loans		2,273	1.4	%		2,534	1.3	%


Total past due finance receivables (1 - 30 days)		7,563	4.6	%		7,599	4.0	%


Past due finance receivables (31 - 60 days)
Medium-term loans		2,978	1.9	%		5,220	2.8	%
Secured loans		444	0.2	%		657	0.3	%


Total past due finance receivables (31 - 60 days)		3,422	2.1	%		5,877	3.1	%


Past due finance receivables (61 - 90 days)
Medium-term loans		788	0.5	%		822	0.4	%
Secured loans		145	0.1	%		159	0.1	%


Total past due finance receivables (61 - 90 days)		933	0.6	%		981	0.5	%


Total delinquent		11,918	7.3	%		14,457	7.6	%


	$	166,049	100.0	%	$	189,108	100.0	%

Quarterly fees are paid to affiliates of several stockholders in consideration for ongoing management and other advisory services provided to the Company and its subsidiaries. Total fees pursuant to this agreement for the three months ended March 31, 2014 and 2013 were $338 and $351, respectively.

The Company's senior management has access to use an aircraft owned by a related party. The Company rents the aircraft from this related party for Company business. Total rent for usage of the aircraft for the three months ended March 31, 2014 and 2013 were $39 and $-0-, respectively, and are included with corporate expenses on the consolidated statements of income.

In May, 2013, the Company entered into an agreement with a limited liability company owned by a related party. Pursuant to the terms of the agreement, the Company exchanged a 25% interest in an aircraft it owned for a 25% interest in an aircraft owned by the limited liability company. Subsequently, the Company sold the interest it received in the exchange to an unrelated party and recognized a gain on the transactions of $28.

Certain retail locations of the Company are owned by related parties and leased from the related parties. Related party rent for the three months ended March 31, 2014 and 2013 were $277 and $283, respectively, and are included with occupancy expense on the consolidated statements of income.

The following table summarizes goodwill and other intangible assets as of March 31, 2014 and December 31, 2013:

The Company conducted its annual test for impairment of goodwill as of December 31, 2013 for both Retail financial and Internet financial services segments which resulted in no impairment of goodwill. The methodology for determining the fair value was a combination of quoted market prices, prices of comparable businesses, discounted cash flows and other valuation techniques.

Intangible amortization expense for the three months ended March 31, 2014 and 2013 were $1,651 and $1,635, respectively.

Senior secured notes payable at March 31, 2014 and December 31, 2013 consisted of the following:

The indentures governing the 2019 notes and the 2020 notes each contains certain covenants and events of default, including limitations on our ability to incur additional indebtedness, pay dividends on or make other distributions or repurchase our capital stock, make certain investments, enter into certain types of transactions with affiliates, create liens and sell certain assets or merge with or into other companies. The agreement governing our revolving credit facility contains restrictive covenants that limit our ability to incur additional indebtedness, pay dividends on or make other distributions or repurchase our capital stock, make certain investments, enter into certain types of transactions with affiliates, create liens and sell certain assets or merge with or into other companies, in each case to the same extent as the Indenture governing our notes. In addition, the agreement governing our revolving credit facility contains a consolidated total net leverage ratio covenant, which will be tested at the time of any borrowing under the facility and on a quarterly basis when any loans are outstanding. As of March 31, 2014, we were in compliance with these covenants.

Lines of credit at March 31, 2014 and December 31, 2013 consisted of the following:

The 4-year, $40,000 revolving credit facility, at the Company's option, bears interest at either (a) LIBOR plus a margin of 5% or (b) an alternative base rate (determined as the greatest of the

prime rate, the federal funds effective rate plus 0.5% or 1-month LIBOR plus 1%) plus a margin of 4%, and will mature on April 29, 2015. The 3-month LIBOR rate was 0.24% at March 31, 2014 and December 31, 2013, and the prime rate was 3.25% at March 31, 2014 and December 31, 2013. The weighted average interest rate of our revolving credit borrowings during the three months ending March 31, 2014 was 6.03%.

Non-guarantor notes payable at March 31, 2014, and December 31, 2013, consisted of the following:

A non-guarantor subsidiary of the Company issued a series of related party Florida seller notes as a portion of the consideration to acquire 54 stores in the Florida market. These notes have been classified as related party due to the sellers of the Florida Acquisition, and recipients of the notes, now being shareholders of the Company. The related party Florida seller notes were originally recorded at a fair value of $17,223 using an estimated market interest rate of 12.75%. The discount of $1,277 is being amortized over the life of the related party Florida seller notes as a component of interest expense. The amortization of discount was $53 and $165 for the three months ended March 31, 2014 and 2013, respectively.

The related party Florida seller notes are secured by the assets of the non-guarantor subsidiary. The indenture governing our non-guarantor secured term related party Florida seller notes due 2016 contains covenants that limit the ability of our non-guarantor subsidiaries to create liens, declare or pay any dividend or distribution, incur debt, and transfer or otherwise dispose of substantially all of our current assets. These covenants will be evaluated quarterly beginning on December 31, 2012. The related party Florida seller notes contain certain covenants and provisions which are enforceable upon the non-guarantor subsidiary. The related party Florida seller notes are non-recourse to the Company and the guarantor subsidiaries.

On November 1, 2013, the Company entered into an amendment to the Non-guarantor notes resulting from the Florida Acquisition. Pursuant to this amendment, the non-guarantor subsidiary pre-paid $2,500 of the principal payments originally scheduled to be paid during 2014. In addition, for a payment of $500, the Non-guarantor settled in full, the $1,500 Non-guarantor term note with the resulting gain being recognized as an equity adjustment. The $8,000 and $9,000 Non-guarantor notes were further amended to provide the Non-guarantor subsidiary the option to prepay the notes at a 20% discount through September 30, 2014, or at a 15% discount from October 1, 2014 through September 30, 2015.

On December 20, 2013, the Company created a non-guarantor subsidiary in order to acquire loans from the retail and internet portfolios. The non-guarantor subsidiary funding came from a note payable to finance the loan acquisitions.

The subsidiary note payable at March 31, 2014 and December 31, 2013 consisted of the following:

The 1-year, $8,100 term note, bears interest monthly at the lesser of (a) the maximum rate or (b) if prior to the adjustment date of June 20, 2014, 20%, and after the adjustment date, 17%, provided no default has occurred.

The mortgage note payable, bears interest at 4.95%, was refinanced on January 21, 2014 and the outstanding balance at March 31, 2014 and December 31, 2013 consisted of the following:

Accounts payable and accrued liabilities at March 31, 2014 and December 31, 2013 consisted of the following:

The Company leases its facilities under various non-cancelable agreements, which require various minimum annual rentals and may also require the payment of normal common area maintenance on the properties. The total minimum rental commitment at March 31, 2014, is due as follows:

Rental expense totaled $7,349 and $6,640 for the three months ended March 31, 2014 and 2013, respectively.

The Company's portfolio of finance receivables is with customers living in thirty-two states and consequently such customers' ability to honor their contracts may be affected by economic conditions in these areas. Additionally, the Company is subject to regulation by federal and state governments that affect the products and services provided by the Company. To the extent that laws and regulations are passed that affect the Company's ability to offer loans or similar products in any of the states in which it operates, the Company's financial position could be adversely affected.

The following table summarizes the allocation of the portfolio balance by state at March 31, 2014 and December 31, 2013:

	March 31, 2014					December 31, 2013

State	Balance Outstanding		Percentage of Total Outstanding			Balance Outstanding		Percentage of Total Outstanding
Alabama	$	15,698		9.5	%	$	17,084		9.0	%
Arizona		13,071		7.9			15,957		8.4
California		51,397		31.0			50,877		26.9
Florida		6,973		4.2			8,554		4.5
Ohio		32,437		19.5			43,330		22.9
Virginia		12,681		7.6			14,491		7.7
Other retail segment states		21,178		12.7			27,269		14.5
Other internet segment states		12,614		7.6			11,546		6.1


Total	$	166,049		100.0	%	$	189,108		100.0	%

The other retail segment states are: Illinois, Indiana, Kansas, Kentucky, Michigan, Missouri, Oregon, Tennessee, and Utah.

The other internet segment states are: Alaska, Delaware, Hawaii, Idaho, Kansas, Louisiana, Minnesota, Mississippi, Missouri, Nevada, New Mexico, North Dakota, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Washington, Wisconsin, and Wyoming.

From time-to-time the Company is a defendant in various lawsuits and administrative proceedings wherein certain amounts are claimed or violations of law or regulations are asserted. In the opinion of the Company's management, these claims are without substantial merit and should not result in judgments which in the aggregate would have a material adverse effect on the Company's financial statements.

On April 1, 2013, the Company extended a line of credit to Insight Holdings. The Company determined that the line of credit represents financial support constituting a variable interest and the Company is the primary beneficiary. As a result of these determinations, the Company has consolidated Insight Holdings as of April 1, 2013. No additional consideration was transferred in order to effect the consolidation and no consolidation-related costs were incurred.

The following table summarizes the fair value of the assets and liabilities at the date of consolidation.


Acquisition-date fair value of non-controlling interests	$	27,882
Acquisition-date fair value of Company's interests		6,594


	$	34,476




Acquisition-related costs	$	—




Recognized amounts of identifiable assets required and liabilities assumed
Cash and cash equivalents	$	1,595
Restricted cash		1,200
Other current assets		2,875
Leasehold improvements and equipment, net		858
Identifiable intangible assets		18,667
Capital lease obligation		(212	)
Other liabilities		(6,920	)


Total identifiable net assets		18,063
Goodwill		16,413


	$	34,476

At April 1, 2013, the Company's carrying value of its investment in Insight Holdings was $6,317. The difference between the Company's consolidation-date fair value of $6,594 and carrying value of $6,317 resulted in a gain of $277 and is recorded as part of the gain on equity method investments on the consolidated statements of operations.

On May 1, 2006, the Company adopted the 2006 Management Equity Incentive Plan (the "Plan") pursuant to which the Company's Board of Directors, or a duly-authorized committee thereof, may grant stock options, restricted stock, restricted stock units and stock appreciation rights to employees and consultants of the Company or its subsidiaries. The Company amended the plan to increase the number of shares and to convert the number of shares in the 2006 plan to the 2011 plan. Options that have been granted under the Plan have been granted at an exercise price equal to (or greater than) the stock's fair market value at the date of the grant, with terms of 10 years and vesting generally over four to five years or on the occurrence of a liquidity event. On April 19, 2011, the Company adopted the Plan to be effective as of April 29, 2011. The maximum number of shares that may be subject to awards under the Plan is 2,941,746 as of March 31, 2014.

The Company recognizes compensation costs in the financial statements for all share-based payments granted based on the grant date estimated fair value.

The Plan allows for awards based on time, performance and market conditions. Compensation expense for awards based on time is expensed on a straight-line basis over the service period. Compensation expense for performance awards are recognized using the graded vesting method. Compensation expense for market conditions such as those conditioned on either a liquidity event condition or a specified performance condition have not been recognized and will be recognized upon consummation of the relevant market condition. At March 31, 2014, there were a total of 861,690 additional shares available for grant under the Plan.

The fair value of option award is estimated on the date of grant using a lattice-based option valuation model. Because lattice-based option valuation models incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on the historical volatility of the stock of comparable public companies. The Company uses historical data to estimate option exercise and employee termination within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

On May 15, 2013, the Company issued 419,500 options with a per share exercise price of $8.40. The options vest ratably over a three year period or become fully vested in the event of a change in control as defined in the award agreement. The Company also re-priced certain previously issued options and stock appreciation rights on May 15, 2013 at a per share exercise price of $8.40, which resulted in incremental compensation expense of $73 attributable to fully vested awards.

On October 1, 2013, the Company granted 25,452 Restricted Stock Units with a per share exercise price of $8.25, and these Restricted Stock Units vested immediately.

In March of 2014, the Company issued 35,000 options with a per share exercise price of $9.10. The options vest ratably over a three year period or ratably over a specified time frame as defined in the award agreement.

The following weighted average assumptions were used by the Company for awards granted during the three months ended March 31, 2014:

For the three months ended March 31, 2014 and 2013, the Company recorded stock-based compensation costs in the amounts of $377 and $310, respectively. As of March 31, 2014 and December 31, 2013, unrecognized stock-based compensation costs to be recognized over future periods approximated $3,796 and $4,029, respectively. At March 31, 2014, the remaining unrecognized compensation expense is $1,734 for certain awards that vest solely upon a change in control and $2,062 for certain awards that vest either over the requisite service period or a change in control. The remaining weighted-average period for the awards that vest solely upon a change in control cannot be determined because they vest upon an event not within the Company's control. The remaining compensation expense of $3,796 is expected to be recognized over a weighted-average period of 1.6 years. The total income tax benefit recognized in the consolidated statements of operations for the stock-based compensation arrangements was $-0- for the three months ended March 31, 2014 and 2013.

Stock option activity for the three months ended March 31, 2014 is as follows (these amounts have not been rounded in thousands):

Restricted stock unit ("RSU") activity for the three months ended March 31, 2014, is as follows (these amounts have not been rounded in thousands):

Stock appreciation rights activity for the three months ended March 31, 2014 is as follows (these amounts have not been rounded into thousands):

Prior to April 1, 2012, the Company's operating business was comprised solely of financial services offered through the Company's network of retail stores. On April 1, 2012, the Company completed its acquisition of DFS which offers short term consumer loans solely through an internet lending operation. Post-acquisition, DFS began offering an installment loan product which is classified as medium-term. The Company has elected to organize and report on these business units separately as two operating segments: Retail Financial Services and Internet Financial Services.

The following tables present summarized financial information for the Company's segments:

	As of and for the three months ended March 31, 2014

	Retail Financial Services		% of Revenue			Internet Financial Services		% of Revenue			Consolidated		% of Revenue
Total Assets	$	629,039				$	60,495				$	689,534
Goodwill		299,210					13,673					312,883
Other Intangible Assets		19,083					2,801					21,884
Total Revenues	$	101,517		100.0	%	$	23,569		100.0	%	$	125,086		100.0	%
Provision for Loan Losses		19,273		19.0	%		10,854		46.1	%		30,127		24.1	%
Other Operating Expenses		39,647		39.1	%		5,292		22.5	%		44,939		35.9	%
Operating Gross Profit		42,597		42.0	%		7,423		31.4	%		50,020		40.0	%
Interest Expense, net		12,552		12.4	%		800		3.4	%		13,352		10.7	%
Depreciation and Amortization		1,690		1.7	%		534		2.3	%		2,224		1.8	%

Intersegment revenues of $514 for the three months ending March 31, 2014, have been eliminated.

	As of and for the three months ended March 31, 2013

	Retail Financial Services		% of Revenue			Internet Financial Services		% of Revenue			Consolidated		% of Revenue
Total Assets	$	565,290				$	28,557				$	593,847
Goodwill		283,295					13,261					296,556
Other Intangible Assets		5,268					3,523					8,791
Total Revenues	$	89,948		100.0	%	$	9,003		100.0	%	$	98,951		100.0	%
Provision for Loan Losses		15,303		17.0	%		3,786		42.1	%		19,089		19.3	%
Other Operating Expenses		36,423		40.5	%		3,492		38.7	%		39,915		40.3	%
Operating Gross Profit		38,222		42.5	%		1,725		19.2	%		39,947		40.4	%
Interest Expense, net		12,809		14.2	%		—		0.0	%		12,809		12.9	%
Depreciation and Amortization		1,442		1.6	%		611		6.8	%		2,053		2.1	%

Community Choice Financial Inc. and subsidiaries file a consolidated federal income tax return. The Company files consolidated or separate state income tax returns as permitted by the individual states in which it operates. The effective rate change is related to the consolidation of Insight Holdings which is considered a permanent difference between book and tax. The Company had no liability recorded for unrecognized tax benefits at March 31, 2014 and December 31, 2013.

The Company acquired a 22.5% membership interest of Insight Holdings in 2011. As additional consideration to Insight Holdings, the Company agreed to make available to Insight Holdings a revolving credit facility of $3,000. Prior to April 1, 2013, the Company determined that Insight Holdings was a VIE but that the Company was not the primary beneficiary, and therefore, had not consolidated

Insight Holdings. The investment in Insight was accounted for under the equity method. Effective with the extension of the line of credit on April 1, 2013, the Company has consolidated Insight Holdings. During 2013, the Company's membership interest increased to 22.7% as a result of Insight Holdings redeeming the membership interests of another member.

The Company entered into a limited agency agreement with unaffiliated third-party lenders. The agreement governs the terms by which the Company refers customers to that lender, on a non-exclusive basis, for a possible extension of credit, processes loan applications and commits to reimburse the lender for any loans or related fees that were not collected from such customers. This obligation is recorded as a current liability on the Company's consolidated balance sheet. The accrual for these obligations totaled $1,111 and $1,387 as of March 31, 2014 and December 31, 2013, respectively. The Company has determined that the lenders are VIEs but that the Company is not the primary beneficiary of the VIEs. Therefore, the Company has not consolidated either lender.

The 2019 notes and the 2020 notes contain various covenants that, subject to certain exceptions defined in the indentures governing the notes (the "Indentures"), limit the Company's ability to, among other things, engage in certain transactions with affiliates, pay dividends or distributions, redeem or repurchase capital stock, incur or assume liens or additional debt, and consolidate or merge with or into another entity or sell substantially all of its assets. The Company has optional redemption features on the 2019 notes and the 2020 notes prior to their maturity which, depending on the date of the redemption, would require premiums to be paid in addition to all principal and interest due.

The 2019 notes and 2020 notes are guaranteed by all of the Company's guarantor subsidiaries existing as of April 29, 2011 (the date CCFI issued the notes) and any subsequent guarantor subsidiaries that guarantee the Company's indebtedness or the indebtedness of any other subsidiary guarantor (the "Subsidiary Guarantors"), in accordance with the Indentures. CCFI is a holding company and has no independent assets or operations of its own. The guarantees under the 2019 notes and 2020 notes are full and unconditional and joint and several. There are no restrictions on the ability of the Company or any of the Subsidiary Guarantors to obtain funds from its restricted subsidiaries by dividend or loan, except for net worth requirements required by certain states in which the Company operates and certain requirements relating to Insight Capital, LLC as a result of its separate revolving credit facility. Certain Subsidiary Guarantors are required to maintain net worth ranging from $5 to $1,000. The total net worth requirements of these Subsidiary Guarantors is $11.6 million. The Indentures contain certain affirmative and negative covenants applicable to the Company and its Subsidiary Guarantors, including restrictions on their ability to incur additional indebtedness, consummate certain asset sales, make investments in entities that are not "Guarantor Subsidiaries" (as defined in the Indentures), create liens on their assets, enter into certain affiliate transactions and make certain restricted payments, including restrictions on CCFI's ability to pay dividends on, or repurchase, its common stock.

As discussed in Note 10, the Company has consolidated Insight Holdings as of April 1, 2013. Insight Holdings is not a subsidiary of the Company is not a guarantor under the 2019 notes or 2020 notes and is not otherwise an obligor under the Company's debt instruments.

As long as the $7,000 Alabama Revolving Credit Agreement remains outstanding, the guarantee provided by our Alabama subsidiary, Insight Capital, LLC, will be secured on a second-priority basis by the shared Alabama collateral. As a result, any obligations under the Alabama Revolving Credit Agreement must first be satisfied before the Alabama subsidiary can make any payments with respect to the 2019 and 2020 Notes.

Note 16. Supplemental Condensed Consolidating Guarantor and Non- Guarantor Financial Information

The following presents the condensed consolidating guarantor financial information as of March 31, 2014 and December 31, 2013, and for the three months ended March 31, 2014 and 2013, for the subsidiaries of the Company that serve as guarantors of the Notes, and for the subsidiaries that do not serve as guarantor. The non-guarantor subsidiaries are Buckeye Check Cashing of Florida II, LLC, CCFI Funding, Direct Financial Solutions of UK Limited and its subsidiary Cash Central UK Limited, and Direct Financial Solutions of Canada, Inc. In addition, Insight Holdings Company, LLC, which is not a subsidiary of the Company but which the Company is consolidating as of April 1, 2013, does not guarantee and is not otherwise an obligor under the Notes. The Company's entire guarantor subsidiaries are 100% owned, and all guarantees are full and conditional, joint and several.

Of the entities included under "Non-Guarantor Subsidiaries" in the tables below, Buckeye Check Cashing of Florida II, LLC and CCFI Funding are "Unrestricted Subsidiaries" as defined in the indentures governing the 2019 notes and 2020 notes. Buckeye Check Cashing of Florida II, LLC was acquired on July 31, 2012 and CCFI Funding was established on December 20, 2013. As of March 31, 2014 and December 31, 2013, such unrestricted subsidiaries had total assets of $55,100 and $54,665 and total liabilities of $36,575 and $39,717, respectively and for the three months ended March 31, 2014 and 2013 had total revenues of $9,834 and $5,267, total operating expenses of $4,397 and $4,001, and net income of $3,898 and ($187), respectively. As described above, Insight Holdings is included in the tables below as a "Non-Guarantor Subsidiary" because the Company has consolidated the entity as of April 1, 2013. As of March 31, 2014 and December 31, 2013, such consolidated entity had total assets of $38,182 and $37,718 and total liabilities of $3,980 and $4,777, respectively, and for the three months ended March 31, 2014 and was not consolidated and, therefore, not included in results of operations for the three months ending March 31,2013 had total revenues of $6,666, total operating expenses of $—0-, and net income of $172. The remainder of the entities included under "non-Guarantor Subsidiaries" in the tables below are "Restricted Subsidiaries" as defined in the indentures governing the 2019 notes and the 2020 notes and, for the periods specified, did not have material assets, liabilities, revenue or expenses.

Note 16. Supplemental Condensed Consolidating Guarantor and Non- Guarantor Financial Information (Continued)

Community Choice Financial Inc. and Subsidiaries
Condensed Consolidating Balance Sheet (unaudited)
March 31, 2014

	Community Choice Financial			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated

Assets
Current Assets
Cash and cash equivalents	$	—		$	137,241	$	10,449	$	—		$	147,690
Restricted cash		—			901		764		—			1,665
Finance receivables, net		—			119,782		10,877		—			130,659
Short-term investments, certificates of deposit		—			1,114		—		—			1,114
Card related pre-funding and receivables		—			1,865		801		(1,865	)		801
Other current assets		—			21,862		1,658		(14,120	)		9,400
Deferred tax asset, net		—			9,157		—		—			9,157


Total current assets		—			291,922		24,549		(15,985	)		300,486
Noncurrent Assets
Investment in Subsidiaries		353,091			17,099		—		(370,190	)		—
Finance receivables, net		—			12,291		—		—			12,291
Leasehold improvements and equipment, net		—			24,502		3,662		—			28,164
Goodwill		—			265,435		47,448		—			312,883
Other intangible assets		—			4,316		17,568		—			21,884
Security deposits		—			2,993		99		—			3,092
Equity method investments		—			6,384		—		(6,384	)		—
Deferred debt issuance costs		10,643			30		61		—			10,734


Total assets	$	363,734		$	624,972	$	93,387	$	(392,559	)	$	689,534




Liabilities and Stockholders' Equity
Current Liabilities
Current portion of capital lease obligation	$	—		$	504	$	53	$	—		$	557
Current portion of related party Florida seller notes		—			—		1,250		—			1,250
Subsidiary note payable		—			—		8,100		—			8,100
CCFI funding notes		—			—		2,720		(2,720	)		—
Deferred revenue		—			2,748		—		—			2,748
Accrued interest		19,542			—		279		(271	)		19,550
Money orders payable		—			13,795		—		—			13,795
Accounts payable and accrued liabilities		—			16,671		15,361		(2,161	)		29,871


Total current liabilities		19,542			33,718		27,763		(5,152	)		75,871
Noncurrent Liabilities
Accrued liabilities		—			700		—		—			700
Lines of credit		36,664			—		—		—			36,664
Capital lease obligation		—			289		6		—			295
Stock repurchase obligation		—			—		872		—			872
Related party Florida seller notes		—			—		11,212		—			11,212
Building note		—			—		714		—			714
Senior secured notes		420,000			—		—		—			420,000
Deferred Revenue		—			4,806		—		—			4,806
Deferred tax liability, net		—			10,156		—		—			10,156


Total liabilities		476,206			49,669		40,567		(5,152	)		561,290


Stockholders' Equity		(112,472	)		575,303		52,820		(387,407	)		128,244


Total liabilities and stockholders' equity	$	363,734		$	624,972	$	93,387	$	(392,559	)	$	689,534

Note 16. Supplemental Condensed Consolidating Guarantor and Non- Guarantor Financial Information (Continued)

Community Choice Financial Inc. and Subsidiaries
Condensed Consolidating Balance Sheet
December 31, 2013

	Community Choice Financial			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated

Assets
Current Assets
Cash and cash equivalents	$	—		$	84,432		$	5,879	$	—		$	90,311
Restricted cash		—			755			659		—			1,414
Finance receivables, net		—			142,258			14,894		—			157,152
Short-term investments, certificates of deposit		—			1,114			—		—			1,114
Card related pre-funding and receivables		—			1,691			792		(1,677	)		806
Other current assets		—			23,533			1,576		(15,593	)		9,516
Deferred tax asset, net		—			9,157			—		—			9,157


Total current assets		—			262,940			23,800		(17,270	)		269,470
Noncurrent Assets
Investment in Subsidiaries		344,114			15,590			—		(359,704	)		—
Finance receivables, net		—			8,178			—		—			8,178
Leasehold improvements and equipment, net		—			22,347			3,457		—			25,804
Goodwill		—			265,949			46,585		—			312,534
Other intangible assets		—			4,901			18,471		—			23,372
Security deposits		—			2,987			99		—			3,086
Equity method investments		—			6,835			—		(6,835	)		—
Deferred debt issuance costs		11,207			36			81		—			11,324


Total assets	$	355,321		$	589,763		$	92,493	$	(383,809	)	$	653,768




Liabilities and Stockholders' Equity
Current Liabilities
Current portion of capital lease obligation	$	—		$	600		$	81	$	—		$	681
Current portion of related party Florida seller notes		—			—			500		—			500
Subsidiary note payable		—			—			8,100		—			8,100
CCFI funding notes		—			—			2,720		(2,720	)		—
Deferred revenue		—			2,682			—		—			2,682
Accrued interest		8,143			—			67		(59	)		8,151
Money orders payable		—			14,481			1,014		—			15,495
Accounts payable and accrued liabilities		—			8,495			18,640		(1,980	)		25,155


Total current liabilities		8,143			26,258			31,122		(4,759	)		60,764
Noncurrent Liabilities
Accrued liabilities		—			1,075			—		—			1,075
Lines of credit		25,000			—			—		—			25,000
Capital lease obligation		—			245			12		—			257
Stock repurchase obligation		—			(114	)		1,042		—			928
Related party Florida seller notes		—			—			11,909		—			11,909
Building note		—			—			420		—			420
Senior secured notes		420,000			—			—		—			420,000
Deferred Revenue		—			5,403			—		—			5,403
Deferred tax liability, net		—			6,670			—		—			6,670


Total liabilities		453,143			39,537			44,505		(4,759	)		532,426


Stockholders' Equity		(97,822	)		550,226			47,988		(379,050	)		121,342


Total liabilities and stockholders' equity	$	355,321		$	589,763		$	92,493	$	(383,809	)	$	653,768

Note 16. Supplemental Condensed Consolidating Guarantor and Non- Guarantor Financial Information (Continued)

Community Choice Financial Inc. and Subsidiaries
Consolidated Statements of Operations (unaudited)
Three Months Ended March 31, 2014

	Community Choice Financial			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated

Revenues:
Finance receivable fees	$	—		$	82,776	$	6,214	$	(167	)	$	88,823
Check cashing fees		—			18,967		2,770		—			21,737
Card fees		—			1,474		6,578		(1,482	)		6,570
Other		—			7,520		950		(514	)		7,956


Total revenues		—			110,737		16,512		(2,163	)		125,086


Operating expenses:
Salaries and benefits		—			17,990		1,612		—			19,602
Provision for loan losses		—			29,355		772		—			30,127
Occupancy		—			6,278		819		—			7,097
Advertising and marketing		—			3,788		202		(321	)		3,669
Depreciation and amortization		—			1,778		176		—			1,954
Other		—			11,765		852		—			12,617


Total operating expenses		—			70,954		4,433		(321	)		75,066


Operating gross profit		—			39,783		12,079		(1,842	)		50,020


Corporate expenses		—			18,809		5,988		(1,675	)		23,122
Depreciation and amortization		—			1,165		1,059		—			2,224
Interest expense, net		12,474			59		986		(167	)		13,352
Interest expense allocation		(12,474	)		12,474		—		—			—


Total coporate and other expenses		—			32,507		8,033		(1,842	)		38,698


Income before income taxes		—			7,276		4,046		—			11,322
Provision for income taxes		—			2,861		1,591		—			4,452


Net income		—			4,415		2,455		—			6,870
Net income attributable to non-controlling interests		—			—		133		—			133


Net income	$	—		$	4,415	$	2,322	$	—		$	6,737

Note 16. Supplemental Condensed Consolidating Guarantor and Non- Guarantor Financial Information (Continued)

Community Choice Financial Inc. and Subsidiaries
Consolidated Statements of Operations (unaudited)
Three Months Ended March 31, 2013

	Community Choice Financial			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidated

Revenues:
Finance receivable fees	$	—		$	66,663	$	2,048		$	68,711
Check cashing fees		—			19,789		2,427			22,216
Card fees		—			1,435		66			1,501
Other		—			5,780		743			6,523


Total revenues		—			93,667		5,284			98,951


Operating expenses:
Salaries and benefits		—			15,640		1,547			17,187
Provision for loan losses		—			18,403		686			19,089
Occupancy		—			5,704		743			6,447
Advertising and marketing		—			1,923		245			2,168
Depreciation and amortization		—			1,550		67			1,617
Other		—			11,395		1,101			12,496


Total operating expenses		—			54,615		4,389			59,004


Operating gross profit		—			39,052		895			39,947


Corporate expenses		—			14,595		166			14,761
Depreciation and amortization		—			1,356		697			2,053
Interest expense, net		12,006			213		590			12,809
Interest expense allocation		(12,006	)		12,006		—			—
Loss on equity method investments		—			17		—			17


Total coporate and other expenses		—			28,187		1,453			29,640


Income (loss) before income taxes		—			10,865		(558	)		10,307
Provision (benefit) for income taxes		—			4,461		(229	)		4,232


Net income (loss)	$	—		$	6,404	$	(329	)	$	6,075

Note 16. Supplemental Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Continued)

Community Choice Financial Inc. and Subsidiaries
Condensed Consolidating Statement of Cash Flows (unaudited)
Three Months Ended March 31, 2014

	Community Choice Financial			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated

Net cash provided by (used in) operating activities	$	(2,687	)	$	59,441		$	2,810		$	59,564


Cash flows from investing activities
Net receivables (originated) repaid		—			(10,776	)		3,529			(7,247	)
Net acquired assets, net of cash		—			(386	)		(1,318	)		(1,704	)
Internally developed software intangible asset		—			—			(32	)		(32	)
Purchase of leasehold improvements and equipment		—			(4,396	)		(333	)		(4,729	)


Net cash provided by (used in) investing activities		—			(15,558	)		1,846			(13,712	)


Cash flows from financing activities
Payments on capital lease obligations, net		—			(52	)		(34	)		(86	)
Net advances on lines of credit		11,664			—			—			11,664
Payments on mortgage note payable		—			—			(426	)		(426	)
Proceeds from refinance of mortgage note payable		—			—			720			720
Member distribution		—			—			(345	)		(345	)
Intercompany activities		(8,977	)		8,977			—			—


Net cash provided by (used in) financing activities		2,687			8,925			(85	)		11,527


Net increase in cash and cash equivalents		—			52,808			4,571			57,379
Cash and cash equivalents:
Beginning		—			84,433			5,878			90,311


Ending	$	—		$	137,241		$	10,449		$	147,690

Note 16. Supplemental Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Continued)

Community Choice Financial Inc. and Subsidiaries
Condensed Consolidating Statement of Cash Flows (unaudited)
Three Months Ended March 31, 2013

	Community Choice Financial			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated

Net cash provided by operating activities	$	4,928		$	36,341		$	7,286		$	48,555


Cash flows from investing activities
Net receivables repaid		—			3,136			289			3,425
Purchase of customer list intangible		—			(12	)		—			(12	)
Purchase of leasehold improvements and equipment		—			(1,305	)		(211	)		(1,516	)


Net cash used in investing activities		—			1,819			78			1,897


Cash flows from financing activities
Intercompany activities		(4,928	)		4,928			—			—


Net cash provided by (used in) financing activities		(4,928	)		4,928			—			—


Net increase in cash and cash equivalents		—			43,088			7,364			50,452
Cash and cash equivalents:
Beginning		—			71,093			7,951			79,044


Ending	$	—		$	114,181		$	15,315		$	129,496

On April 28, 2014, the Compensation Committee of the Board of Directors of the Company approved a new retention plan. This new retention plan provides employees of the Company or its affiliates who are designated by the Committee the opportunity to earn a cash incentive award of $10.3 million over a period of three years. As a result of adopting the Retention Plan, outstanding awards under the Long Term Incentive Plan were cancelled.

In addition, on May 2, 2014, the Company completed an offer to purchase 50% of the outstanding vested Restricted Stock Units held by certain of its named executive officers.

On May 12, 2014, Insight Holdings, the consolidated VIE, together with each of its members, closed a transaction whereby each sold their entire interest in Insight Holdings for a cash purchase price plus certain post-closing adjustments. The Company owns 22.7% of the member units that were sold. Based on the post-closing adjustments, the Company does not yet know the expected final purchase price. Management is working with Insight Holdings to more fully understand and quantify the effect of the transaction. Additionally, the Company has terminated the $3,000 revolving credit facility to Insight Holdings.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains management's discussion and analysis of Community Choice Financial's financial condition and results of operations. References to "CCFI", "the company", "us", "we", "our" and "ours" refer to Community Choice Financial, together with its subsidiaries. This discussion contains forward-looking statements and involves numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements.

The Private Securities Litigation Reform Act of 1995 ("Act") provides a safe harbor for forward-looking statements. Certain statements in this report are forward-looking statements within the meaning of the Act, and such statements are intended to qualify for the protection of the safe harbor provided by the Act. The words "anticipate," "estimate," "expect," "objective," "goal," "project," "intend," "plan," "believe," "will," "should," "may," "target," "forecast," "guidance," "outlook," and similar expressions generally identify forward-looking statements. Similarly, descriptions of our objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected revenues, earnings, capital expenditures and business strategy. Forward-looking statements are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Forward-looking statements are and will be based upon management's then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Although we believe the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of our knowledge, forward-looking statements, by their nature, involve risks, uncertainties and other factors, any one or a combination of which could materially affect our business, financial condition, results of operations or liquidity.

Forward-looking statements that we make herein and in other reports and releases are not guarantees of future performance and actual results may differ materially from those discussed in such forward-looking statements as a result of various factors, including, but not limited to, the ongoing impact of the economic and credit crisis, leveling demand for our products, our inability to successfully execute strategic initiatives, including integration of acquired businesses, competitive pressures, economic pressures on our customers and us, regulatory and legislative changes, the impact of legislation, the risks discussed under Item 1A "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, and other factors discussed from time to time. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update forward-looking statements whether as a result of new information, future events or otherwise.

Readers are advised, however, to consult any further disclosures we make on related subjects in our public announcements, releases, and reports.

We are a leading provider of alternative financial services to unbanked and under banked consumers. We provide our customers a variety of financial products and services, including short-term consumer loans, medium-term loans, check cashing, prepaid debit cards, secured loans and other services that address the specific needs of our individual customers. Through our retail focused business model, which we refer to as our retail model, we strive to provide our customers with high-quality customer service and immediate access to retail financial services at competitive rates during convenient

operating hours. As of March 31, 2014, we operated 522 retail storefront locations across 15 states. The Company also offers short-term consumer and installment loans via the internet.

Our retail business model consists of, among other things, a focus on customer service, incentive-based compensation structures, strategies to increase customer traffic, an expanding product set and new distribution channels to address a larger share of our customers' financial needs. Our overall revenue has expanded as we have executed on our retail model. An important part of our retail model is to invest in and create a premier brand presence and to develop a highly trained and motivated workforce, all with the aim of enhancing the customer's experience, generating increased traffic and introducing our customers to our diversified set of products. We have achieved organic growth through increased market share and by expanding our customer relationships through our additional product offerings.

We believe that our ability to execute on our retail model generates higher per store revenue than our publicly traded peer companies. Our results of operations are heavily impacted by the number of stores we operate and the degree to which we integrate acquisitions into our operations. Acquisitions provide us with an existing market presence to build upon through our expanding product offerings. They also allow us to leverage an established customer base that can generate new word-of-mouth marketing and referrals while we implement our retail model at the acquired stores. Over 30% of our customers learned about our products and services through a referral. Finally, we believe our internet presence provides an additional channel to complement our retail model.

We have also grown through store openings. We are actively growing our store count to increase our market presence. During the three months ended March 31, 2014, we opened seven stores.

Our acquisitions include the Insight Holding Company LLC Acquisition. In November 2011, we purchased a 22.5% interest in Insight Holding, the parent company of, among other entities, Insight, for which we are an agent for its prepaid card product. Effective April 1, 2013, Insight Holdings was consolidated as a Variable Interest Entity ("VIE").

The chart below sets forth certain information regarding our retail presence for the year ended December 31, 2013, and the three months ended March 31, 2014.

The following table provides the geographic composition of our physical locations as of December 31, 2013, and March 31, 2014:



Alabama	30	31
Arizona	42	42
California	160	159
Florida	61	63
Indiana	21	21
Illinois	12	12
Kansas	5	5
Kentucky	14	14
Michigan	14	14
Missouri	7	7
Ohio	99	99
Oregon	3	3
Tennessee	13	17
Utah	10	10
Virginia	25	25


	516	522

In addition, the Company provides internet financial services in the following states: Alabama, Alaska, California, Delaware, Hawaii, Idaho, Illinois, Kansas, Louisiana, Minnesota, Mississippi, Missouri, Nevada, New Mexico, North Dakota, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Washington, Wisconsin, and Wyoming.

In July 2010, the Dodd-Frank Act was signed into law. Among other things, this act created the CFPB and granted it the authority to regulate companies that provide consumer financial services. In April 2012, the CFPB began its examination of the Company. We have received our report and remain in dialogue with the CFPB. At this time we do not anticipate any material changes to our operations as a result of the examination report.

As we expand our product offerings to meet our customers' needs, the characteristics of our overall loan portfolio shift to reflect the terms of these new products. Our various lending products have different terms. Our secured loan offerings tend to have longer maturities than our short-term consumer loan offerings. In addition, the shift in mix to longer term loans results in a higher loan loss reserve. We believe that our prepaid debit card direct deposit offering has reduced our check cashing fees, however, by establishing our Insight prepaid debit card with direct deposit as an alternative to check cashing we may extend the customer relationship and increase associated revenue over time.

Our operating expenses related primarily to the operation of our stores and internet presence, including salaries and benefits, store occupancy costs, internet advertising, loan loss provisions, returns and depreciation of assets. We also incur corporate and other expenses on a company-wide basis, including interest expense and other financing costs related to our indebtedness, advertising, insurance,

salaries, benefits, occupancy costs, professional expenses and management fees paid to our majority stockholders.

We view our compliance, collections and information technology groups as core competencies. We have invested in each of these areas and believe we will benefit from increased economies of scale as we continue to grow our business.

Consistent with accounting principles generally accepted in the United States of America, our management makes certain estimates and assumptions to determine the reported amounts of assets, liabilities, revenue and expenses in the process of preparing our financial statements. These estimates and assumptions are based on the best information available to management at the time the estimates or assumptions are made. The most significant estimates made by our management, include valuation of our net finance receivables, equity investments, goodwill and our determination for recording the amount of deferred income tax assets and liabilities, because these estimates and assumptions could change materially as a result of conditions both within and beyond management's control.

Finance receivables consist of three categories, short-term consumer loans, medium-term loans and secured loans.

Short-term consumer loan products typically range in size from $100 to $1,000, with a maturity between 14 to 30 days, and an agreement to defer the presentment of the customer's personal check or preauthorized debit for the aggregate amount of the advance plus fees. This form of lending is based on applicable laws and regulations which vary by state. Statutes vary from charging fees of 15% to 20%, to charging interest at 25% per annum plus origination fees. The customers repay the cash advance by making cash payments or allowing the check or preauthorized debit to be presented.

Medium-term loan products typically range from $100 to $5,000, and are evidenced by a promissory note with a maturity between three and 36 months. These loans vary in structure depending upon the regulatory environments where they are offered. The loans are due in installments or provide for a line of credit with periodic monthly payments.

Secured loan products typically range from $750 to $5,000, and are evidenced by a promissory note with a maturity between one and 24 months. The customer grants a right in collateral and the loan may be secured with a lien on the collateral. The risk characteristics of secured loans primarily depend on the regulatory requirements of each market. Repayment risks associated with secured financings relate to the ability of the borrower to repay the loan and the value of the underlying collateral.

In some instances we maintain debt-purchasing arrangements with third-party lenders. We accrue for this obligation through management's estimation of anticipated purchases based on expected losses in the third-party lender's portfolio. This obligation is recorded as a current liability on our balance sheet.

Total finance receivables, net of unearned advance fees and allowance for loan losses, on the consolidated balance sheets as of December 31, 2013 and March 31, 2014 were $165.3 million and $143.0 million, respectively. The allowance for loan losses as of December 31, 2013 and March 31, 2014 were $18.0 million and $18.7 million, respectively. At December 31, 2013 and March 31, 2014, the allowance for loan losses was 9.5% and 11.3%, respectively, of total finance receivables, reflecting a higher mix of medium-term and secured loans, which have higher allowances for loan losses.

Finance receivables, net as of December 31, 2013 and March 31, 2014 are as follows (in thousands):

The total changes to the allowance for loan losses for the three months ended March 31, 2013 and 2014, were as follows (in thousands):

The provision for loan losses for the three months ended March 31, 2013, and 2014 includes losses from returned items from check cashing of $1.9 million and $1.6 million, respectively, and third party lender losses of $2.2 million and $2.6 million, respectively.

Management evaluates all long-lived assets for impairment annually as of December 31, or whenever events or changes in business circumstances indicate an asset might be impaired, including goodwill and equity method investments. Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets at the date of the acquisition and the excess of purchase price over identified net assets acquired.

Equity method investments represent investments over which the Company exercises significant influence over the activities of the entity but which do not meet the requirements for consolidation and are accounted for using the equity method of accounting. Prior to April 1, 2013, our investment in Insight Cards was accounted for under the equity method. On April 1, 2013, we extended a line of credit to Insight Holdings. We determined that, as a result of extending such line of credit, it should consolidate Insight Holdings effective as of April 1, 2013. See Note 10 to the consolidated financial statements.

One of the methods that management employs in the review of such assets uses estimates of future cash flows. If the carrying value is considered impaired, an impairment charge is recorded for the amount by which the carrying value exceeds its fair value. For equity method investments, an impairment charge is recorded if the decline in value is other than temporary. Management believes that its estimates of future cash flows and fair value are reasonable. Changes in estimates of such cash flows and fair value, however, could impact the estimated value of such assets.

There was no impairment loss charged to operations for goodwill for either Retail financial services or Internet financial services during the three months ended March 31, 2013 and 2014.

We record income taxes as applicable under generally accepted accounting principles. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded to reduce the deferred tax asset if it is more likely than not that some portion of the asset will not be realized. We have not recorded any valuation allowances.

Primarily as a result of the acquisition of CheckSmart (our predecessor in 2006) and California Check Cashing Stores (which we acquired in 2011 in connection with the California Acquisition), by their respective private equity sponsors at the time, we benefit from the tax amortization of the goodwill resulting from those transactions. For tax purposes this goodwill amortizes over a 15-year period from the date of the acquisitions. We expect goodwill amortization of $27.8 million to result in cash tax savings of approximately $11.1 million at the expected combined rate of 40% for the fiscal year 2014 tax return. Under GAAP, our income tax expense for accounting purposes, however, does not reflect the impact of this deduction for the amortization of goodwill. This difference between our cash tax expense and our accrued income tax expense results in the creation of deferred income tax items on our balance sheet.

As described in more detail under Note 16 to the unaudited financial statements for the three months ended March 31, 2014, we had four non-guarantor subsidiaries and one consolidated entity that is not a subsidiary (and, therefore, is not a guarantor. As of March 31, 2014, of the entities under "Non-Guarantor Subsidiaries" in the tables below, Buckeye Check Cashing of Florida II, LLC and CCFI Funding are "Unrestricted Subsidiaries" as defined in the indentures governing the 2019 notes and 2020 notes. Buckeye Check Cashing of Florida II, LLC was acquired on July 31, 2012 and CCFI Funding was established on December 20, 2013. As of March 31, 2014 and December 31, 2013, such unrestricted subsidiaries had total assets of $55,100 and $54,665 and total liabilities of $36,575 and $39,717, respectively. For the three months ended March 31, 2014 and 2013 they had total revenues of $9,834 and $5,267, total operating expenses of $4,397 and $4,001, and net income of $3,898 and ($187), respectively. As described above, Insight Holdings is included in the tables below as a "Non-Guarantor Subsidiary" because the Company consolidated the entity as of April 1, 2013. As of March 31, 2014 and December 31, 2013, such consolidated entity had total assets of $38,182 and $37,718 and total liabilities of $3,980 and $4,777, respectively, and for the three months ended March 31, 2014 had total revenues of $6,666, total operating expenses of $-0-, and net income of $172. The remainder of the entities included under "non-Guarantor Subsidiaries" in the tables below are "Restricted Subsidiaries" as defined in the indentures governing the 2019 notes and the 2020 notes and, for the periods specified, did not have material assets, liabilities, revenue or expenses.

The following table sets forth key operating data for the three months ended March 31, 2013 and 2014 (dollars in thousands):

	Three Months Ended March 31,

	2013		2014		Increase (Decrease)					2013			2014
							(Percent)			(Percent of Revenue)
Total Revenues	$	98,951	$	125,086	$	26,135		26.4	%		100.0	%		100.0	%
Operating Expenses
Salaries and benefits		17,187		19,602		2,415		14.1	%		17.4	%		15.7	%
Provision for losses		19,089		30,127		11,038		57.8	%		19.3	%		24.1	%
Occupancy		6,447		7,097		650		10.1	%		6.5	%		5.7	%
Advertising and marketing		2,168		3,669		1,501		69.2	%		2.2	%		2.9	%
Depreciation and amortization (store-level)		1,617		1,954		337		20.8	%		1.6	%		1.5	%
Other operating expenses		12,496		12,617		121		1.0	%		12.6	%		10.1	%


Total Operating Expenses		59,004		75,066		16,062		27.2	%		59.6	%		60.0	%


Income from Operations		39,947		50,020		10,073		25.2	%		40.4	%		40.0	%


Corporate and other expenses
Corporate expenses		14,427		22,751		8,324		57.7	%		14.6	%		18.2	%
Depreciation and amortization (corporate)		2,053		2,224		171		8.3	%		2.1	%		1.8	%
Interest		12,809		13,352		543		4.2	%		12.9	%		10.7	%
Income Tax Expense		4,232		4,452		220		5.2	%		4.3	%		3.6	%


Total corporate and other expenses		33,521		42,779		9,258		27.6	%		33.9	%		34.2	%


Net income before management fee		6,426		7,241		815		12.7	%		6.5	%		5.8	%
Sponsor Management Fee		351		371		20		5.7	%		0.4	%		0.3	%


Net Income		6,075		6,870		795		13.1	%		6.1	%		5.5	%

The following tables set forth key loan and check cashing operating data as of and for the three months ended March 31, 2013 and 2014:

	Three Months Ended March 31,

	2013			2014
Short-term Loan Operating Data (unaudited):
Loan volume (originations and refinancing) (in thousands)	$	462,095		$	481,574
Number of loan transactions (in thousands)		1,107			1,177
Average new loan size	$	417		$	409
Average fee per new loan	$	51.06		$	51.49
Loan loss provision	$	11,529		$	13,373
Loan loss provision as a percentage of loan volume		2.49	%		2.78	%
Check Cashing Data (unaudited):
Face amount of checks cashed (in thousands)	$	742,403		$	747,409
Number of checks cashed (in thousands)		1,421			1,398
Face amount of average check	$	522		$	535
Average fee per check	$	15.63		$	15.55
Returned check expense	$	1,928		$	1,632
Returned check expense as a percent of face amount of checks cashed		0.26	%		0.22	%

	As of and for the Three Months Ended March 31,

	2013			2014
Medium-term Loan Operating Data (unaudited):
Principle outstanding (in thousands)	$	10,464		$	45,796
Number of loans outstanding		22,138			58,380
Average principle outstanding	$	473		$	784
Weighted average monthly percentage rate		20.5	%		18.1	%
Allowance as a percentage of finance receivables		20.4	%		24.5	%
Loan loss provision	$	2,355		$	10,704
Secured Loan Operating Data (unaudited):
Principle outstanding (in thousands)	$	19,680		$	24,575
Number of loans outstanding		18,403			20,799
Average principle outstanding	$	1,069		$	1,182
Weighted average monthly percentage rate		13.1	%		12.1	%
Allowance as a percentage of finance receivables		6.0	%		6.9	%
Loan loss provision	$	1,116		$	1,788

	Three Months Ended March 31,

(dollars in thousands)	2013		2014		Increase (Decrease)						2013			2014
								(Percent)			(Percent of Revenue)
Short-term Consumer Loan Fees and Interest	$	54,658	$	58,205	$	3,547			6.5	%		55.2	%		46.5	%
Medium-term Loans		6,236		20,818		14,582			233.8	%		6.3	%		16.6	%
Check Cashing Fees		22,216		21,737		(479	)		(2.2	)%		22.5	%		17.4	%
Prepaid Debit Card Services		1,501		6,570		5,069			337.7	%		1.5	%		5.3	%
Secured Loan Fees		7,817		9,800		1,983			25.4	%		7.9	%		7.8	%
Other Income		6,523		7,956		1,433			22.0	%		6.6	%		6.4	%


Total Revenue	$	98,951	$	125,086	$	26,135			26.4	%		100.0	%		100.0	%

For the three months ended March 31, 2014, total revenue increased by $26.1 million, or 26.4%, compared to the same period in 2013. The majority of this growth came from the expansion of the internet portfolio, the consolidation of Insight Holdings, and organic growth.

Revenue from short-term consumer loan fees and interest for the three months ended March 31, 2014 increased $3.5 million, or 6.5%, compared to the same period in 2013. Growth from our internet segment, the Florida Acquisition, and California market, were the primary drivers of the revenue increase.

Revenue from medium-term loans for the three months ended March 31, 2014 increased $14.6 million, or 233.8%, compared to the same period in 2013. The primary increase in medium-term loan revenue is due to the growth of the internet portfolio.

Revenue from check cashing for the three months ended March 31, 2014 decreased $0.5 million, or 2.2%, compared to the same period in 2013 as part of a general decline in our check cashing business. We do not expect check cashing to be a growth avenue for the Company, but a product offering which we can leverage to drive traffic into our stores, creating and enhancing customer relationships.

Revenue from prepaid debit card services increased as a result of the consolidation of Insight Holdings, which was effective as of April 1, 2013.

Revenue from secured loan fees for the three months ended March 31, 2014 increased $1.9 million, or 25.4%, compared to the same period in 2013. We grew secured loan revenue principally through expansion of our California portfolio.

	Three Months Ended March 31,

(dollars in thousands)	2013		2014		Increase (Decrease)						2013			2014
								(Percent)			(Percent of Revenue)
Salaries and Benefits	$	17,187	$	19,602	$	2,415			14.1	%		17.4	%		15.7	%
Provision for Loan Losses		19,089		30,127		11,038			57.8	%		19.3	%		24.1	%
Occupancy		6,447		7,097		650			10.1	%		6.5	%		5.7	%
Depreciation & Amortization (Store-level)		1,617		1,954		337			20.8	%		1.6	%		1.5	%
Advertising & Marketing		2,168		3,669		1,501			69.2	%		2.2	%		2.9	%
Bank Charges		1,136		1,200		64			5.6	%		1.1	%		1.0	%
Store Supplies		705		1,001		296			42.0	%		0.7	%		0.7	%
Collection Expenses		974		971		(3	)		(0.3	)%		1.0	%		0.8	%
Telecommunications		1,402		1,575		173			12.3	%		1.4	%		1.3	%
Security		720		639		(81	)		(11.3	)%		0.7	%		0.5	%
License & Other Taxes		432		367		(65	)		(15.0	)%		0.4	%		0.3	%
Other Operating Expenses		7,127		6,864		(263	)		(3.7	)%		7.2	%		5.5	%


Total Operating Expenses		59,004		75,066		16,062			27.2	%		59.6	%		60.0	%


Income from Operations	$	39,947	$	50,020	$	10,073			25.2	%		40.4	%		40.0	%

Total operating expenses increased by $16.1 million, or 27.2%, for the three months ended March 31, 2014 as compared to the same period in 2013. This overall increase was due to expenses related to growing our portfolio, and a higher provision for loan losses related to portfolio growth and medium terms loans. As a percent of revenue, salaries and benefits decreased from 17.4% to 15.7% for the three months ended March 31, 2014 as compared to the prior year.

Advertising and marketing expense increased by $1.5 million, or 69.2%, for the three months ended March 31, 2014 as compared to the prior year period due primarily to marketing in our internet segment.

Corporate expenses increased, by $8.3 million, from 14.6% to 18.2% of revenue during the three months ended March 31, 2014 as compared to the prior period in 2013 primarily due to the consolidation of Insight Holdings during 2013 and the employee retention plan in 2014.

Depreciation and amortization increased $0.2 million during the three months ended March 31, 2014 as compared to the same period in the prior year primarily due to the amortization of intangible assets of Insight Holdings.

Interest expense, increased to $13.4 million during the three months ended March 31, 2014 as compared to $12.8 million for the same period in 2013, or an increase of 4.2%, from carrying outstanding balances on our lines of credit.

Business Segment Results of Operations for the Three Months Ended March 31, 2014

The following tables present summarized financial information for the Company's segments:

	As of and for the three months ended March 31, 2014

	Retail Financial Services		% of Revenue			Internet Financial Services		% of Revenue			Consolidated		% of Revenue
Total Assets	$	629,039				$	60,495				$	689,534
Goodwill		299,210					13,673					312,883
Other Intangible Assets		19,083					2,801					21,884
Total Revenues	$	101,517		100.0	%	$	23,569		100.0	%	$	125,086		100.0	%
Provision for Loan Losses		19,273		19.0	%		10,854		46.1	%		30,127		24.1	%
Other Operating Expenses		39,647		39.1	%		5,292		22.5	%		44,939		35.9	%
Operating Gross Profit		42,597		42.0	%		7,423		31.4	%		50,020		40.0	%
Interest Expense, net		12,552		12.4	%		800		3.4	%		13,352		10.7	%
Depreciation and Amortization		1,690		1.7	%		534		2.3	%		2,224		1.8	%

Intersegment revenues of $514 for the three month period ending March 31, 2014 have been eliminated.

	As of and for the three months ended March 31, 2013

	Retail Financial Services		% of Revenue			Internet Financial Services		% of Revenue			Consolidated		% of Revenue
Total Assets	$	565,290				$	28,557				$	593,847
Goodwill		283,295					13,261					296,556
Other Intangible Assets		5,268					3,523					8,791
Total Revenues	$	89,948		100.0	%	$	9,003		100.0	%	$	98,951		100.0	%
Provision for Loan Losses		15,303		17.0	%		3,786		42.1	%		19,089		19.3	%
Other Operating Expenses		36,423		40.5	%		3,492		38.7	%		39,915		40.3	%
Operating Gross Profit		38,222		42.5	%		1,725		19.2	%		39,947		40.4	%
Interest Expense, net		12,809		14.2	%		—		0.0	%		12,809		12.9	%
Depreciation and Amortization		1,442		1.6	%		611		6.8	%		2,053		2.1	%

Retail financial services represented 81.2%, or $101.5 million, of consolidated revenues for the three months ended March 31, 2014.

For the three months ended March 31, 2014 total revenues in the Retail segment increased by $11.6 million, or 12.9%, compared to the prior year comparable period. During the three months ended March 31, 2014, Retail financial services grew from the consolidation of Insight and new retail locations. We also experienced strong organic growth in our short-term and medium-term portfolios.

For the three months ended March 31, 2014, total revenues contributed by our Internet financial services segment was $23.6 million, an increase of $14.6 million, or 161.8% over the three months ended March 31, 2013. As the Company expanded this segment, the mix of customers shifted towards a higher percentage of new customers resulting in a 46.1% provision for loan losses compared to 42.1% for the three months ended March 31, 2013. Operating expenses in the current quarter increased by $1.8 million but fell as a percentage of total revenue to 22.5% versus 38.7% in 2013. Operating gross profit of $7.4 million is an increase of 330.3%, or $5.7 million, over 2013, and also improved to 31.5% of revenue from 19.2% in 2013.

We have historically funded our operating liquidity needs through cash flow from operations and borrowing under our revolving credit facilities. We believe that cash flow from operations and available cash, together with available borrowings under our credit facilities, will be adequate to meet our liquidity needs for the foreseeable future. Our future liquidity and future ability to fund capital expenditures, working capital and debt requirements will depend, however, upon our future financial performance, which is subject to many economic, commercial, financial and other factors that are beyond our control. We anticipate that to the extent that we require additional liquidity as a result of these factors or in order to execute our strategy, our liquidity needs would be financed by additional indebtedness, equity financings, asset sales or a combination of the foregoing.

The table below summarizes our cash flows for the three months ended March 31, 2013 and 2014.

Cash Flows from Operating Activities. During the three months ended March 31, 2014, net cash provided by operating activities was $59.6 million compared to $48.6 million in the three months ended March 31, 2013, an $11.0 million increase. Cash flows from operating activities increased primarily due to net income and the non-cash increased provisioning in 2014.

Cash Flows from Investing Activities. During the three months ended March 31, 2014, net cash used in investing activities was $13.7 million. The primary use of cash was the origination of $7.2 million of loans and $4.7 million in capital expenditures as we expand our stores. During the three

months ended March 31, 2013, net cash provided by investing activities was $1.9 million primarily due to the repayment of loans.

Cash Flows from Financing Activities. During the three months ended March 31, 2014, net cash provided by financing activities was $11.5 million. The primary source of cash was $11.7 million in borrowings under our revolving credit facilities.

The indentures governing our senior secured notes contain certain covenants and events of default that are customary with respect to noninvestment grade debt securities, including limitations on our ability to incur additional indebtedness, pay dividends on or make other distributions or repurchase our capital stock, make certain investments, enter into certain types of transactions with affiliates, create liens and sell certain assets or merge with or into other companies. The agreement governing our $40 million revolving credit facility contains restrictive covenants that limit our ability to incur additional indebtedness, pay dividends on or make other distributions or repurchase our capital stock, make certain investments, enter into certain types of transactions with affiliates, create liens and sell certain assets or merge with or into other companies, in each case to the same extent as the indentures governing our notes. In addition, the agreement governing this revolving credit facility contains a consolidated total net leverage ratio covenant, which will be tested at the time of any borrowing under the facility and on a quarterly basis when any loans are outstanding. As of December 31, 2013 and March 31, 2014, we were in compliance with these covenants.

We may from time to time repurchase our outstanding debt, including in the open market through privately negotiated transactions, by exercising redemption rights or otherwise.

For the three months ended March 31, 2013 and 2014, we spent $1.5 million and $4.7 million, respectively, on capital expenditures. The increase is primarily due to re-branding stores in select markets, and opening retail locations in the Alabama, Florida, and Tennessee markets.

Our business is seasonal due to tax refunds received by our customers. Customers' cash tax refund checks primarily in the first calendar quarter of each year which is traditionally our strongest check cashing quarter. We typically see our loan portfolio decline in the first quarter as a result of the consumer liquidity created through the refund checks. Following the first quarter, we typically see our loan portfolio expand through the balance of the year with the third and fourth quarters showing the strongest loan demand due to the holiday season.

A non-guarantor subsidiary of the Company issued a series of related party seller notes as a portion of the consideration for the Florida Acquisition. The related party Florida seller notes are secured by the assets of the subsidiary. The related party Florida seller notes have been valued on the balance sheet at their fair market value reflecting an implied interest rate of 12.75%. All of the related party Florida seller notes mature in August 2016. The related party Florida seller notes contain certain covenants and provisions which are enforceable upon the non-guarantor subsidiary. The related party Florida seller notes are non-recourse to the guarantor subsidiaries. The non-guarantor subsidiary may offset against the related party Florida seller notes for certain adjustments and indemnification related to the Florida Acquisition.

On November 1, 2013, the Company entered into an amendment to the non-guarantor notes resulting from the Florida Acquisition. Pursuant to this amendment, the non-guarantor subsidiary pre-paid $2.5 million of the principal payments originally scheduled to be paid during 2014. In addition, for a payment of $0.5 million, the non-guarantor obligor settled in full, the $1.5 million non-guarantor term note. The $8.0 million and $9.0 million non-guarantor notes were further amended to provide the non-guarantor subsidiary obligor the option to prepay the notes at a 20% discount through September 30, 2014, or at a 15% discount from October 1, 2014 through September 30, 2015.

On June 26, 2013, the Company entered into a Software License Agreement ("SLA") and a Software Support and Maintenance Agreement ("MSA") (collectively, the "eCash Agreements") with eCash Software Systems, Inc. ("eCash") to acquire a perpetual license for a new point-of-sale and operations platform system. Under the eCash Agreement, eCash will license to the Company and its subsidiaries software capable of managing retail and on-line-transactional information, revenue, and collections (the "Licensed Systems"). The implementation of the Licensed Systems commenced in July 2013. The eCash Agreements contain detailed terms governing license fees, professional services fees and ongoing maintenance fees, including credits, as well as fees and rates for services that may be requested by the Company. The total estimated amount to be paid to eCash with respect to the SLA is in excess of $4.5 million, the ("License Purchase Price"). This License Purchase Price is payable semi-annually over five years and is subject to customary provisions including provisions related to delivery milestones and performance. Pursuant to the MSA, the Company has also committed to purchase maintenance for five years with fees dependent upon the number of licensed locations and requested additional services.

Our results of operations are not materially impacted by fluctuations in inflation.

Cash and cash equivalents, accounts payable, accrued liabilities, money orders payable and revolving advances vary because of seasonal and day-to-day requirements resulting primarily from maintaining cash for cashing checks and making loans, and the receipt and remittance of cash from the sale of prepaid debit cards, wire transfers, money orders and the processing of bill payments.

As of March 31, 2014, we offered loans in 32 states. We have established a loan loss allowance in respect of our loans receivable at a level that our management believes to be adequate to absorb known or probable losses from loans made by us and accruals for losses in respect of loans made by third parties. Our policy for determining the loan loss allowance is based on historical experience, as well as our management's review and analysis of the payment and collection of the loans within prior periods. Our policy is to charge off accounts in accordance with policy. All loans and services, regardless of type, are made in accordance with state regulations, and, therefore, the terms of the loans and services may vary from state to state. Loan fees and interest are earned on loans. Products which allow for an upfront fee are recognized over the loan term over the unearned advance fees. Other products interest is earned over the term of the loan.

As of March 31, 2014 and December 31, 2013, our total finance receivables net of unearned advance fees were approximately $161.7 million and $183.3 million, respectively.

We also have an equity investment in Insight Holdings. We recorded the 22.5% investment in Insight Holdings under the equity method of accounting effective November 2011. The Company increased the investment to 22.7% during 2013 by acquiring an additional 0.2%. The Company consolidated Insight Holdings as a VIE effective April 1, 2013 and the equity method of accounting for the investment has been discontinued.

In certain markets, the Company arranges for consumers to obtain consumer loan products from one of several independent third-party lenders whereby the Company acts as a facilitator. For consumer loan products originated by third-party lenders under the programs, each lender is responsible for providing the criteria by which the consumer's application is underwritten and, if approved, determining the amount of the consumer loan. The Company in turn is responsible for assessing whether or not the Company will guarantee such loans. When a consumer executes an agreement with the Company under the programs, the Company agrees, for a fee payable to the Company by the consumer, to provide certain services to the consumer, one of which is to guarantee the consumer's obligation to repay the loan received by the consumer from the third-party lender if the consumer fails to do so. The guarantee represents an obligation to purchase specific loans that go into default. As of March 31, 2014 and December 31, 2013, the outstanding amount of active consumer loans was $7.7 million and $9.2 million, respectively, which were guaranteed by the Company. The loan loss reserve which represents the estimated fair value of the liability for estimated losses on consumer loans guaranteed by the Company of $1.2 million and $1.5 million as of March 31, 2014 and December 31, 2013, respectively.

As of March 31, 2014, we have no material market risk sensitive instruments entered into for trading or other purposes, as defined by accounting principles generally accepted in the United States of America.

The cash and cash equivalents reflected on our balance sheet represent largely uninvested cash in our branches and cash-in-transit. The amount of interest income we earn on these funds will decline with a decline in interest rates. However, due to the short-term nature of short-term investment grade securities and money market accounts, an immediate decline in interest rates would not have a material impact on our financial position, results of operations or cash flows.

As of March 31, 2014, we had $478.8 million of indebtedness, of which, $36.7 million outstanding under our revolving credit facility is subject to variable interest rates based on Prime and LIBOR rates. In addition, we have access to an additional $9.0 million of lines of credit which are subject to variable interest rates.

The Company maintains disclosure controls and procedures, as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the "Exchange Act," that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company's management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective as of March 31, 2014.

There were no changes in the Company's internal control over financial reporting, as defined in Rule 15d-15(f) under the Exchange Act, during the quarter ended March 31, 2014 that have materially affected, or are reasonably likely to affect, the Company's internal control over financial reporting.

We and our subsidiaries are party to a variety of legal, administrative, regulatory and government proceedings, claims and inquiries arising in the normal course of business. While the results of these proceedings, claims and inquiries cannot be predicted with certainty, we believe that the final outcome of the foregoing will not have a material adverse effect on our financial condition, results of operations or cash flows. Further, although we are not party to any active litigation raising such claims, legal proceedings may be instituted against us that purport to be class actions or multiparty litigation. In most of these instances, we believe that these actions are subject to arbitration agreements and that the plaintiffs are compelled to arbitrate with us on an individual basis. In the event that a lawsuit purports to be a class action, the amount of damages for which we might be responsible is uncertain. In addition, any such amount would depend upon proof of the allegations and on the number of persons who constitute the class of affected persons.

There have been no material changes with respect to the risk factors disclosed under the "Item 1A Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2013.

Exhibit No.			Description of Exhibit

	31.1		Certification Pursuant to Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer
	31.2		Certification Pursuant to Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Chief Financial Officer
	32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer
	32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Financial Officer
	101		Interactive Data File:
			(i) Consolidated Balance Sheets as of March 31, 2014 (unaudited) and December 31, 2013; (ii) Consolidated Statements of Income for the Three Months Ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited); (iii) Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited); and (iv) Notes to Consolidated Financial Statements (unaudited) —submitted herewith pursuant to Rule 406T

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


(Mark One)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to to


Ohio (State or other jurisdiction of incorporation or organization)		45-1536453 (IRS Employer Identification No.)
7001 Post Rd, Suite 200, Dublin, Ohio (Address of principal executive offices)		43016 (Zip Code)


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o



	Financial Information
Item 1.	Financial Statements
	Consolidated Balance Sheets as of March 31, 2014 (unaudited) and December 31, 2013	3
	Consolidated Statements of Income for the three months ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited)	4
	Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2014 (unaudited)	5
	Consolidated Statements of Cash Flows for the three months ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited)	6
	Notes to unaudited Consolidated Financial Statements	7 - 35
Item 2.	Management's Discussion and Analysis of Financial Condition and Result of Operations	36 - 50
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	50
Item 4.	Controls and Procedures	51
Part II	Other Information
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 6.	Exhibits	52
	Signatures	53

	Balance 1/1/2014		Provision		Charge-Offs			Recoveries		Balance 3/31/2014		Receivables 3/31/2014

Short-term consumer loans	$	4,807	$	13,373	$	(38,454	)	$	23,929	$	3,655	$	84,609	4.32	%
Medium-term loans		11,024		10,704		(9,695	)		1,075		13,108		53,463	24.52	%
Secured loans		2,177		1,788		(8,648	)		6,625		1,942		27,977	6.94	%


	$	18,008	$	25,865	$	(56,797	)	$	31,629	$	18,705	$	166,049	11.26	%

	Common Stock

	Common Stock				Additional Paid-In Capital		Non-controlling Interest			Retained Deficit
	Shares		Amount		Additional Paid-In Capital		Non-controlling Interest			Retained Deficit			Total
Balance, December 31, 2013		8,981,536	$	90	$	125,487	$	26,428		$	(30,663	)	$	121,342
Stock-based compensation expense		—		—		377		—			—			377
Member distribution		—		—		—		(345	)					(345	)
Net income		—		—		—		133			6,737			6,870


Balance, March 31, 2014		8,981,536	$	90	$	125,864	$	26,216		$	(23,926	)	$	128,244

	Balance 1/1/2013		Provision		Charge-Offs			Recoveries		Balance 3/31/2013		Receivables 3/31/2013

Short-term consumer loans	$	4,344	$	11,529	$	(34,841	)	$	22,040	$	3,072	$	82,553	3.72	%
Medium-term loans		3,077		2,355		(3,367	)		657		2,722		13,314	20.44	%
Secured loans		1,693		1,116		(7,197	)		5,724		1,336		22,323	5.98	%


	$	9,114	$	15,000	$	(45,405	)	$	28,421	$	7,130	$	118,190	6.03	%

	Three months ended March 31,

	2014			2013
Balance, beginning of period	$	1,481		$	392
Provision for loan losses		2,630			2,161
Charge-offs, net		(2,914	)		(1,782	)


Balance, end of period	$	1,197		$	771

	March 31, 2014		December 31, 2013

$395,000 Senior Note payable, 10.75%, collateralized by all Company assets, semi-annual interest payments with principal due April 2019	$	395,000	$	395,000
$25,000 Senior Note payable, 12.75%, collateralized by all Company assets, semi-annual interest payments with principal due May 2020		25,000		25,000


		420,000		420,000
Less current maturities		—		—


Long-term portion	$	420,000	$	420,000

	March 31, 2014		December 31, 2013

$7,000 Revolving credit, secured, prime plus 1.00% with 5.00% floor, due July 2015, collateralized by all of Insight Capital, LLC's assets	$	—	$	—
$40,000 Revolving credit, secured, interest rate as defined below, due May 2015, collateralized by all Company assets		36,664		25,000


		36,664		25,000
Less current maturities		—		—


Long-term portion	$	36,664	$	25,000

	March 31, 2014		December 31, 2013

$8,000 non-guarantor term note, secured, 10%, quarterly interest payments with principal due August 2016	$	7,651	$	7,619
$9,000 non-guarantor term note, secured, 10%, quarterly principal and interest payments, August 2016		4,811		4,790


		12,462		12,409
Less current maturities		1,250		500


Long-term portion	$	11,212	$	11,909

	March 31, 2014		December 31, 2013

$8,100 Revolving credit, secured, interest rate as defined below, collateralized by acquired loans, due December 2014	$	8,100	$	8,100


Short-term portion	$	8,100	$	8,100

	March 31, 2014		December 31, 2013

$720 term note, 4.95% interest rate, due January 2019	$	714	$	420


Long-term portion	$	714	$	420

	March 31, 2014		December 31, 2013

Accounts payable	$	3,524	$	5,665
Accrued payroll		6,149		4,628
Compensated absences		1,735		1,419
Wire transfers payable		5,420		3,673
Accrual for third-party losses		1,197		1,481
Deferred rent		973		961
Bill payment		1,175		838
Self insurance		1,313		—
Other		8,385		6,490


	$	29,871	$	25,155

March 31,	Capital Leases			Operating Leases

2015	$	628		$	23,363
2016		227			17,820
2017		92			14,294
2018		—			9,437
Thereafter		—			8,931


Total minimum lease payments		947		$	73,845




Less amount representing interest		(95	)


Present value of net minimum lease payments		852
Less current portion		(557	)


Long term portion	$	295

		Weighted-Average Exercise Price (actual per share price)			Aggregate Intrinsic Value (thousands)

Outstanding at December 31, 2013	1,691,531	$	7.59	6.8		N/A
Granted	35,000		9.10	6.6		N/A
Exercised	—		—	—		N/A
Forfeited or expired	—		—	—		N/A


Outstanding at March 31, 2014	1,726,531	$	7.63	6.6		N/A




Exercisable at March 31, 2014	575,327	$	7.36	5.5	$	1,233




Vested or expected to vest at March 31, 2014	1,408,860	$	7.97	7.1	$	1,342

	2014

Risk-free interest rate		1.55	%
Dividend yield		0.00	%
Expected volatility		40	%
Expected term (years)		5.0
Weighted average fair value of options granted	$	3.37

		Weighted-Average Exercise Price (actual per share price)			Aggregate Intrinsic Value (thousands)

Outstanding at December 31, 2013	60,582	$	11.30	0.7		N/A
Granted	—		—	—		N/A
Exercised	—		—	—		N/A
Forfeited or expired	—		—	—		N/A


Outstanding at March 31, 2014	60,582	$	11.30	0.5		N/A




Exercisable at March 31, 2014	48,872	$	10.77	0.4	$	464




Vested or expected to vest at March 31, 2014	60,582	$	11.30	0.5	$	576

		Weighted-Average Exercise Price (actual per share price)			Aggregate Intrinsic Value (thousands)

Outstanding at December 31, 2013	292,944	$	—	3.5		N/A
Granted	—		—	—		N/A
Exercised	—		—	—		N/A
Forfeited or expired	—		—	—		N/A


Outstanding at March 31, 2014	292,944	$	—	3.3		N/A




Exercisable at March 31, 2014	201,108	$	—	2.9	$	376




Vested or expected to vest at March 31, 2014	201,108	$	—	2.9	$	376

	Yer Ended December 31,		Three Months Ended March 31,

	2013		2014
# of Locations
Beginning of Period		491		516
Opened		29		7
Closed		4		1


End of Period		516		522




Number of states served by our internet operations		24		24

	December 31, 2013		March 31, 2014

Finance Receivables, net of unearned advance fees	$	183,338	$	161,655
Less: Allowance for loan losses		18,008		18,705


Finance Receivables, Net	$	165,330	$	142,950

	Three Months Ending March 31,

(in thousands)	2013		2014
Net Cash Provided by Operating Activities	$	48,555	$	59,564
Net Cash Provided By (Used in) Investing Activities		1,897		(13,712	)
Net Cash Provided by Financing Activities		—		11,527


Net Increase in Cash and Cash Equivalents	$	50,452	$	57,379


Date: May 14, 2014
Community Choice Financial Inc. and Subsidiaries (registrant)
/s/ MICHAEL DURBIN Michael Durbin Principal Financial Officer