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 September 30, 2013, there were 8,981,536 shares outstanding.

Community Choice Financial Inc. and Subsidiaries

Form 10-Q for the Quarterly Period Ended September 30, 2013

Community Choice Financial Inc. and Subsidiaries

Consolidated Balance Sheets

September 30, 2013 and December 31, 2012

(In thousands, except per share data)

	September 30, 2013			December 31, 2012

	(unaudited)
Assets
Current Assets
Cash and cash equivalents	$	116,683		$	79,044
Restricted cash		741			—
Finance receivables, net of allowance for loan losses of $12,339 and $8,511		140,588			125,637
Short-term investments, certificates of deposit		1,114			1,113
Card related pre-funding and receivables		1,298			8,050
Other current assets		6,327			6,246
Deferred tax asset, net		5,976			5,517

Total current assets		272,727			225,607
Noncurrent Assets
Finance receivables, net of allowance for loan losses of $1,913 and $603		6,993			3,286
Leasehold improvements and equipment, net		21,403			18,346
Goodwill		312,403			297,122
Other intangible assets		24,981			10,257
Security deposits		2,362			1,728
Equity method investments		—			6,491
Deferred debt issuance costs		11,812			13,493

Total assets	$	652,681		$	576,330

Liabilities and Stockholders' Equity
Current Liabilities
Current portion of capital lease obligation	$	115		$	—
Current portion of related party Florida seller notes		2,723			1,731
Deferred revenue		2,658			2,661
Accrued interest		19,119			8,035
Money orders payable		13,839			16,036
Accounts payable and accrued liabilities		25,988			18,602

Total current liabilities		64,442			47,065
Noncurrent Liabilities
Accrued liabilities		1,075			—
Lines of credit		30,000			—
Capital lease obligation		18			—
Stock repurchase obligation		1,042			1,288
Related party Florida seller notes		13,476			15,599
Senior secured notes		420,000			420,000
Deferred revenue		6,095			7,979
Deferred tax liability, net		186			186

Total liabilities		536,334			492,117

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 September 30, 2013 and December 31, 2012		90			90
Additional paid-in capital		124,031			122,963
Non-controlling interest		26,869			—
Retained deficit		(34,643	)		(38,840	)

Total stockholders' equity		116,347			84,213

Total liabilities and stockholders' equity	$	652,681		$	576,330

Community Choice Financial Inc. and Subsidiaries

Consolidated Statements of Operations

Three Months and Nine Months Ended September 30, 2013 and 2012

(In thousands)

(unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,

	2013			2012		2013			2012
Revenues:
Finance receivable fees	$	81,785		$	70,119	$	218,042		$	185,014
Check cashing fees		20,727			19,798		62,919			57,931
Card fees		6,109			2,340		13,434			10,840
Other		6,415			5,949		19,190			17,428

Total revenues		115,036			98,206		313,585			271,213

Operating expenses:
Salaries and benefits		18,380			14,858		53,234			46,386
Provision for loan losses		40,247			28,127		85,684			65,954
Occupancy		6,982			6,373		19,933			17,502
Advertising and marketing		6,108			1,965		11,852			5,214
Depreciation and amortization		1,590			1,547		4,995			4,651
Other		12,000			12,038		36,125			31,323

Total operating expenses		85,307			64,908		211,823			171,030

Operating gross profit		29,729			33,298		101,762			100,183

Corporate and other expenses (income)
Corporate expenses		18,327			12,505		51,741			38,256
Registration expenses		—			—		—			2,774
Bond registration expenses		—			814		—			814
Transaction expenses		—			196		—			1,233
Depreciation and amortization		2,178			1,752		6,980			4,218
Interest expense, net		12,945			12,415		38,637			34,995
(Gain) loss on equity method investments		—			128		(260	)		283

Total corporate and other expenses (income)		33,450			27,810		97,098			82,573

Income (loss) before income taxes		(3,721	)		5,488		4,664			17,610

Provision (benefit) for income taxes		(1,661	)		1,995		1,846			6,929

Net income (loss)		(2,060	)		3,493		2,818			10,681
Net loss attributable to non-controlling interests		(473	)		—		(1,379	)		—

Net income (loss) attributable to controlling interests	$	(1,587	)	$	3,493	$	4,197		$	10,681

Community Choice Financial Inc. and Subsidiaries

Consolidated Statement of Stockholders' Equity

Nine Months Ended September 30, 2013

(Dollars in thousands)

(unaudited)

Community Choice Financial Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2013 and 2012

(In thousands)

(unaudited)

	Nine Months Ended September 30,

	2013			2012
Cash flows from operating activities
Net income	$	2,818		$	10,681
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		85,684			65,954
Gain on disposal of assets		(16	)		—
(Gain) loss on equity method investments		(260	)		283
Depreciation		6,645			5,789
Amortization of note discount and deferred debt issuance costs		2,050			1,664
Amortization of intangibles		5,326			3,080
Deferred income taxes		1,239			939
Change in fair value of stock repurchase obligation		(246	)		—
Stock-based compensation		1,068			446
Changes in assets and liabilities:
Short term investments		—			237
Card related pre-funding and receivables		6,752			1,602
Restricted cash		459			—
Other assets		2,159			374
Deferred revenue		(1,887	)		(1,991	)
Accrued interest		11,084			11,645
Money orders payable		(2,197	)		(251	)
Accounts payable and accrued expenses		466			(3,050	)

Net cash provided by operating activities		121,144			97,402

Cash flows from investing activities
Net receivables originated		(104,342	)		(58,597	)
Net acquired assets, net of cash		865			(33,665	)
Purchase of customer list intangible asset		(22	)		—
Internally developed software intangible asset		(115	)		—
Contributions for non-controlling interest		366			—
Equity investment capital contribution		—			(450	)
Proceeds from sale of leasehold improvements and equipment		181			—
Purchase of leasehold improvements and equipment		(8,859	)		(3,880	)

Net cash used in investing activities		(111,926	)		(96,592	)

Cash flows from financing activities
Proceeds from senior notes		—			25,000
Capital lease payments		(79	)		—
Net payments of long-term debt		(1,500	)		—
Net advances on lines of credit		30,000			—
Debt issuance costs		—			(1,100	)

Net cash provided by financing activities		28,421			23,900

Net increase in cash and cash equivalents		37,639			24,710
Cash and cash equivalents:
Beginning		79,044			65,635

Ending	$	116,683		$	90,345

Community Choice Financial Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

(Dollars in thousands, except per share data)

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 September 30, 2013, the Company owned and operated 498 stores in 15 states and had an internet presence in 23 states. Through its network of retail stores and over the internet, the Company provides customers a variety of financial products and services, including short-term consumer loans, check cashing, prepaid debit cards, title loans, medium term loans 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, 2012 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, 2013. Certain prior period amounts have been reclassified to conform to current period presentation, with no effect on income or stockholders' equity.

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 has determined that Insight Holdings Company, LLC is a 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

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

and assess performance. Prior to April 1, 2012, the Company operated in one segment, retail financial services. As a result of the Company's acquisition of Direct Financial Solutions, LLC ("DFS"), a provider of consumer loans through the internet, the Company now operates in two segments: Retail financial services and Internet financial services. The consolidation of Insight Holdings Company, LLC ("Insight Holdings"), as described further in Note 9, 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 title loans.

Short term consumer loan products typically range in size from $.1 to $1, 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 $.1 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

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

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 from an average of approximately 17 days to approximately 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 $1,728 of the $167,874 of total receivables at September 30, 2013 and $1,578 of the $144,026 of total receivables at December 31, 2012.

Medium term loans typically range from $.1 to $2.5 and are evidenced by a promissory note with a maturity between 112 days 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. The Company also purchased loan participations in a third party lender's loan portfolio which are classified as medium-term finance receivables during 2012. For unsecured loans, the risk of repayment primarily relates to the customer's ability to repay the loans.

Title loan products typically range in size from $.75 to $2.5, and are evidenced by a promissory note with a maturity between 30 days and 24 months. The loan is typically secured with a lien on the customer's vehicle title. 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, contractual delinquency of certain medium-term loans, overall portfolio quality, current economic conditions that may affect the borrower's ability to pay and management's judgment. 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

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

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.

For title 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 title 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 title 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 September 30, 2013 and 2012 were $1,573 and $1,258, and for the nine months ended September 30, 2013 and 2012 were $5,169 and $2,530, 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

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

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 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.

The Company evaluates its equity method investments for impairment, whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The difference between the carrying value of the equity method investment and its estimated fair value is recognized as impairment when the loss in value is deemed other than temporary. The fair value of the equity method investments is estimated based on discounted cash flow models using projected Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA"). The discount rate applied to the projected EBITDA is determined based on the weighted average cost of capital for the Company.

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, as described in Note 9.

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 operations.

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. As of September 30, 2013 and December 31, 2012, the Company had a liability of $874 and $848, respectively, related to deferred rent expense.

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 September 30, 2013 and 2012 was $6,108 and $1,965, and for the nine months ended September 30, 2013 and 2012 was $11,852 and $5,214, respectively. Corporate level advertising and marketing expense for the three months ended September 30, 2013 and 2012 was $147 and $25, and for the nine months ended September 30, 2013 and 2012 was $234 and $120, 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.

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

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.

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.

Registration Expenses: The Company had deferred legal and other transaction expenses related to a planned initial public offering ("IPO") with the expectation that such expenses would be accounted for as a reduction of capital pain in excess of par. In May 2012, the Company decided not to pursue the IPO due to market conditions. At that time, deferred expenses totaling $2,774 were expensed.

Bond Registration Expenses: Bond registration expenses represent the cost of registering our senior secured notes with the Securities and Exchange Commission.

Transaction Expenses: Transaction expenses consist of costs directly associated with acquisitions, which are primarily bonus earnings, transaction advisory fees paid to the majority shareholder, and professional services, which are included in corporate and other expenses to determine income before income taxes and discontinued operations on the consolidated statements of operations.

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 payday cash advance services and 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")

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

and the regulations 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.

At the federal level, in July 2010, the Dodd-Frank Act was signed into law. Among other things, this act created the Consumer Financial Protection Bureau ("CFPB") and granted it the authority to regulate companies that provide consumer financial services. The CFPB 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 document 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:

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 September 30, 2013 and December 31, 2012, the carrying amounts in the consolidated financial statements approximate their fair values. Our finance

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

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.

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

	September 30, 2013

	Carrying Amount		Fair Value		Level
Financial assets:
Cash and cash equivalents	$	116,683	$	116,683		1
Restricted cash		741		741		1
Finance receivables		147,581		147,581		3
Short-term investments, certificates of deposit		1,114		1,114		2
Financial liabilities:
10.75% Senior secured notes		395,000		339,700		2
12.75% Senior secured notes		25,000		22,344		2
Related party Florida seller notes		16,199		16,199		2
Stock repurchase obligation		1,042		1,042		3

	December 31, 2012

	Carrying Amount		Fair Value		Level
Financial assets:
Cash and cash equivalents	$	79,044	$	79,044		1
Finance receivables		128,923		128,923		3
Short-term investments, certificates of deposit		1,113		1,113		2
Financial liabilities:
10.75% Senior secured notes		395,000		377,225		2
12.75% Senior secured notes		25,000		25,000		2
Related party Florida seller notes		17,330		17,330		2
Stock repurchase obligation		1,288		1,288		3

Recent Accounting Pronouncements In July 2012, the FASB issued ASU No. 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment ("ASU 2012-02"). ASU 2012-02 provides companies with the option to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not (a likelihood of more than 50%) that the indefinite-lived intangible asset is impaired. If a company concludes that it is more likely than not that the asset is impaired, it is required to determine the fair value of the

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

intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying value in accordance with ASC 350, Intangibles—Goodwill and Other. If a company concludes otherwise, no further quantitative assessment is required. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, although early adoption is permitted. The Company adopted ASU 2012-02 on January 1, 2013, and the adoption did not have a material effect on its financial position or results of operations.

In February 2013, the FASB issued Accounting Standards Update ("ASU") No. 2013-02, Comprehensive Income (Topic 220)—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("ASU 2013-02"), which improves the reporting of reclassifications out of accumulated other comprehensive income. ASU 2013-02 requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required to be reclassified in its entirety to net income. For other amounts that are not required to be reclassified in their entirety from accumulated other comprehensive income to net income in the same reporting period, an entity is required to cross-reference other disclosures required that provide additional detail about those amounts. The Company adopted ASU 2013-02 on January 1, 2013, and the adoption did not have a material effect on its financial position or results of operations.

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 for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. The Company does not expect ASU 2013-05 to 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 does not expect ASU 2013-11 to have a material effect on the Company's financial position or results of operations.

Subsequent events: The Company has evaluated its subsequent events (events occurring after September 30, 2013) through the issuance date of November 14, 2013 as disclosed in Note 18.

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

Finance receivables representing amounts due from customers for advances at September 30, 2013 and December 31, 2012 consisted of the following:

Changes in the allowance for the loan losses by product type for the three months ended September 30, 2013 are as follows:

The provision for loan losses for the three months ended September 30, 2013 also includes losses from returned items from check cashing of $2,342.

Changes in the allowance for the loan losses by product type for the nine months ended September 30, 2013 are as follows:

The provision for loan losses for the nine months ended September 30, 2013 also includes losses from returned items from check cashing of $5,913.

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

Changes in the allowance for the loan losses by product type for the three months ended September 30, 2012 are as follows:

The provision for loan losses for the three months ended September 30, 2012 also includes card losses of $4, and losses from returned items from check cashing of $1,592.

Changes in the allowance for the loan losses by product type for the nine months ended September 30, 2012 are as follows:

The provision for loan losses for the nine months ended September 30, 2012 also includes card losses of $84, losses on tax loans of $295, and losses from returned items from check cashing of $4,000.

Changes in the accrual for third-party lender losses for the three months and nine months ended September 30, 2013 and 2012 were as follows:

Total gross finance receivables for which the Company has recorded an accrual for third-party lender losses totaled $6,007 and $9,740 at September 30, 2013 and 2012, respectively.

The Company operates subsidiaries that act as a Credit Service Organization ("CSO") in the state of Texas and Ohio.

The Company considers the near term repayment performance of the finance receivable as its primary credit quality indicator. The Company typically does not perform credit checks through

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

consumer reporting agencies. 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 September 30, 2013 and December 31, 2012 are as follows:

	September 30, 2013				December 31, 2012

Current finance receivables	$	159,246	94.9	%	$	138,451	96.1	%
Past due finance receivables (1 - 30 days)
Medium-term loans		3,486	2.1	%		1,597	1.1	%
Title loans		2,293	1.3	%		2,268	1.6	%

Total past due finance receivables (1 - 30 days)		5,779	3.4	%		3,865	2.7	%

Past due finance receivables (31 - 60 days)
Medium-term loans		1,814	1.2	%		996	0.7	%
Title loans		546	0.2	%		450	0.3	%

Total past due finance receivables (31 - 60 days)		2,360	1.4	%		1,446	1.0	%

Past due finance receivables (61 - 90 days)
Medium-term loans		322	0.2	%		167	0.1	%
Title loans		167	0.1	%		97	0.1	%

Total past due finance receivables (61 - 90 days)		489	0.3	%		264	0.2	%

Total delinquent		8,628	5.1	%		5,575	3.9	%

	$	167,874	100.0	%	$	144,026	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 in the greater amount of a) $150 or b) 25% multiplied by 1.5% of the EBITDA for the previous twelve-month period. Total fees paid pursuant to this agreement for the three months ended September 30, 2013 and 2012 were $306 and $355, and for the nine months ended September 30, 2013 and 2012 were $993 and $1,060, respectively.

The Company had a management agreement with a related party in which the Company receives management fee revenue on a monthly basis for providing certain accounting functions to these parties. The Company's payroll department provided payroll administration for a related party. The related company is charged actual costs for payroll services. This management agreement was terminated in September 2012. Management fee revenue from related parties for the three months ended September 30, 2012 was $9, and for the nine months ended September 30, 2012 was $39. The related party management fee revenue is included with corporate expenses on the Consolidated Statement of Operations.

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 paid to these

related parties for usage of the aircraft for the three months ended September 30, 2013 and 2012 were $43 and $22, and for the nine months ended September 30, 2013 and 2012 were $43 and $65, respectively, and are included with corporate expenses on the consolidated statements of operations.

Certain branches of the Company are owned by related parties and leased from the related party. The corporate office was owned by a related party before it was sold to a non-related party on July 29, 2012. Rent paid to the related parties for the three months ended September 30, 2013 and 2012 were $268 and $313, and for the nine months ended September 30, 2013 and 2012 were $818 and $1,249, respectively, and are included with occupancy expense on the consolidated statements of operations.

Members of management had a non-controlling, minority interest in a card program managing company until November 2011 when the Company purchased a 22.5% interest in Insight Holdings. The interest was purchased from the owners of Insight Holdings, two of whom are management of the Company. The total purchase price of the 22.5% was $11,250, of which $7,500 was purchased directly from the members of management of the Company. As of September 30, 2013, and December 31, 2012, the Company, as an agent for the card program managing company, had made net prepayments of $1,298 and $8,050, respectively, to the card program managing company for various items related to a product offering of the Company. These prepayments are included as card related pre-funding and receivables on the balance sheet. The Company made available to Insight Holdings a revolving credit facility of $3,000 effective April 1, 2013 and, as a result, as discussed further in Note 9, consolidated Insight Holdings effective as of April 1, 2013. All intercompany balances and profit are eliminated.

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 a related party transaction due to the sellers of the Florida Acquisition, and recipients of the notes, being shareholders of the Company. See Note 9 for a description of the Florida Acquisition. See Note 18 for modification of the related party Florida seller notes subsequent to September 30, 2013.

The following table summarizes goodwill and other intangible assets as of September 30, 2013 and December 31, 2012:

The Company conducted its annual test for impairment of goodwill as of December 31, 2012 for both retail financial and internet 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.

The amount of tax goodwill at the acquisition date of the Company in 2006 exceeded the reported amount of goodwill for financial statement reporting purposes by approximately $50,965. The total estimated effect of the tax benefit attributable to tax goodwill in excess of the amount reported in these financial statements was approximately $31,237 which will reduce financial statement goodwill each year as the tax benefits are recognized. This benefit will be recognized over a 15-year period from the date of acquisition by recording deferred income tax expense and reducing the carrying amount of goodwill as those tax benefits occur. The tax benefit for the three months ended September 30, 2013 and 2012 was $566 and $521, and for the nine months ended September 30, 2013 and 2012 were $1,698 and $1,563, respectively. The effect of the tax benefits for each subsequent quarter is expected to be $566 and will result in future reductions to the carrying amount of goodwill.

The amount of book goodwill from the acquisition of California Check Cashing Services in 2011 exceeded the amount of tax goodwill by approximately $46,907. Differences arising for tax deductible goodwill results in the recognition of deferred tax liabilities.

Intangible amortization expense for the three months ended September 30, 2013 and 2012 were $1,573 and $1,258, and for the nine months ended September 30, 2013 and 2012 were $5,169 and $2,530, respectively.

Senior secured notes payable at September 30, 2013 and December 31, 2012 consisted of the following:

Lines of credit at September 30, 2013 and December 31, 2012 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 $40,000 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 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 September 30, 2013, we were in compliance with these covenants.

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 Company selected the alternate base rate option for advances under this credit facility during 2012. The Company selected the alternative base rate and LIBOR options for advances under this credit facility during 2013.

The 3-month LIBOR rate at September 30, 2013 and December 31, 2012 was 0.25% and 0.31%, respectively, and the prime rate was 3.25% at September 30, 2013 and December 31, 2012.

A non-guarantor subsidiary of the Company issued a series of related party Florida seller notes as a portion of the consideration in the Florida Acquisition. 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 initial 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 $96 for the three months ended September 30, 2013 and $368 for the nine months ended September 30, 2013.

The related party Florida seller notes are secured by the assets of the non-guarantor subsidiary. The credit agreement governing our non- guarantor secured term related party Florida seller notes due 2016

contains covenants that limit the ability of our Florida acquisition 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 are evaluated quarterly. The related party Florida seller notes contain certain covenants and provisions which are enforceable upon the non-guarantor subsidiary. As of September 30, 2013, we were in compliance with these covenants. 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.

A forbearance agreement was signed on September 28, 2012, for a related party Florida seller note in the amount of $1,500 in which the lender waived its rights to the mandatory payment, interest and right to declare a default arising from the borrower's failure to make the mandatory payment and remit interest. The forbearance agreement was mutually agreed upon pending the resolution of certain post-acquisition closing adjustments.

Non-guarantor notes payable at September 30, 2013, and December 31, 2012, consisted of the following:

The non-guarantor notes payable have been subsequently amended as described in Note 18.

Accounts payable and accrued liabilities at September 30, 2013 and December 31, 2012 consisted of the following:

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 September 30, 2013 and December 31, 2012:

	September 30, 2013					December 31, 2012

State	Balance Outstanding		Percentage of Total Outstanding			Balance Outstanding		Percentage of Total Outstanding
Alabama	$	15,751		9.4	%	$	14,024		9.7	%
Arizona		14,112		8.4			13,391		9.3
California		44,235		26.4			27,291		19.0
Florida		8,133		4.8			7,557		5.3
Idaho		5,004		3.0			1,499		1.0
Illinois		2,395		1.4			2,906		2.0
Indiana		3,731		2.2			5,465		3.8
Kansas		2,587		1.5			2,056		1.4
Kentucky		2,974		1.8			3,042		2.1
Michigan		3,961		2.4			3,942		2.7
Missouri		3,462		2.1			2,675		1.9
Ohio		41,499		24.7			43,560		30.2
Oregon		960		0.6			1,047		0.7
Tennessee		335		0.2			—		—
Utah		3,766		2.2			3,708		2.6
Virginia		12,268		7.3			10,494		7.3
Other internet segment states		2,701		1.6			1,369		1.0

Total	$	167,874		100.0	%	$	144,026		100.0	%

The other internet segment states are: Alaska, Delaware, Hawaii, Louisiana, Minnesota, Mississippi, Nevada, New Mexico, North Dakota, Rhode Island, South Carolina, South Dakota, Texas, 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 July 31, 2012, the Company, through a newly formed non-guarantor subsidiary, acquired 54 stores in Florida in an asset purchase. The non-guarantor subsidiary paid $12,798 in cash consideration, issued three related party Florida seller notes with an aggregate face value of $18,500 and a fair value of $17,223, issued one million shares of common stock in the Company with a fair value of $9,100, and entered into a stock repurchase agreement with a fair value of $1,266 related to the one million shares of common stock. These notes have been classified as related party notes due to the sellers in the Florida Acquisition, and recipients of the notes, now being shareholders of the Company.

The first note is for $9,000, bears interest at 10% and is due in August 2016. The second note is for $8,000, bears interest at 10% and is due upon the completion of an initial public offering ("IPO") or August 2016, whichever occurs first. The third note is for $1,500, bears no stated interest and is due August 2016. The fair value of these related party Florida seller notes was determined to be $17,223 using a discounted cash flow methodology and an estimated market interest rate of 12.75%. The fair value of the one million shares of common stock issued to the sellers was determined utilizing both a

discounted cash flow and guideline company valuation methodologies. A forbearance agreement was signed on September 28, 2012 for a related party Florida seller note in the amount of $1,500 in which the lender waived its rights to the mandatory payment, interest and right to declare a default arising from the failure to make the mandatory payments. The forbearance agreement was mutually agreed upon pending the resolution of certain post-acquisition closing adjustments. The non-guarantor notes payable were subsequently amended as described in Note 18.

After August 1, 2017, the purchase agreement provides the sellers the option of requiring the non-guarantor subsidiary to repurchase all, but not less than all, of the shares then held by the seller at a price of $12.76 per share should an initial public offering by the Company not have occurred prior to August 1, 2017. The fair value of the stock repurchase agreement was determined using a probability-adjusted Black Scholes option valuation model. The results of operations have been included in the consolidated financial statements since the date of the acquisition.

The following table summarizes the fair value of assets acquired at the date of acquisition.


Cash paid	$	12,798
Notes payable		17,223
Shares issued		9,100
Stock repurchase obligation		1,266

Fair value of total consideration transferred	$	40,387

Acquisition-related costs	$	590

Recognized amounts of identifiable assets acquired
Finance receivables	$	4,198
Leasehold improvements and equipment		1,172
Identifiable intangible assets		4,845

Total identifiable net assets		10,215
Goodwill		30,172

	$	40,387

On April 1, 2012, the Company acquired the equity interests, in the form of both membership units and stock of DFS, as well as two other affiliated entities, Direct Financial Solutions of UK Limited and its subsidiary Cash Central UK Limited and DFS Direct Financial Solutions of Canada, Inc. and a related company, Reliant Software, Inc. The purchase price for the business was $22,385. The results of operations have been included in the consolidated financial statements since the date of the acquisition.

The following table summarizes the estimated fair value of assets acquired at the date of acquisition.


Fair value of total consideration transferred, cash	$	22,385

Acquisition-related costs	$	520

Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents	$	1,518
Finance receivables		3,658
Security deposits and other current assets		251
Leasehold improvements and equipment		144
Identifiable intangible assets		5,827
Other liabilities		(2,274	)

Total identifiable net assets		9,124
Goodwill		13,261

	$	22,385

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 September 30, 2013.

The Company recognizes compensation costs in the financial statements for all share-based payments granted on or after May 1, 2006, based on the grant date fair value estimated. No options were outstanding prior to May 1, 2006.

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 September 30, 2013, there were a total of 864,392 additional shares available for grant under the Plan.

The fair value of option awards are 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 477,250 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.

For the nine months ended September 30, 2013 and 2012, the Company recorded stock-based compensation costs in the amounts of $1,068 and $446, respectively. As of September 30, 2013 and December 31, 2012, unrecognized stock-based compensation costs to be recognized over future periods approximated $4,514 and $3,864, respectively. At September 30, 2013, the remaining unrecognized compensation expense is $1,634 for certain awards that vest solely upon a change in control and $2,880 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 $2,880 is expected to be recognized over a weighted-average period of 2.0 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 September 30, 2013 and 2012 and for the nine months ended September 30, 2013 and 2012.

The following weighted average assumptions were used by the Company for awards granted during the nine months ended September 30, 2013:

Stock option activity for the nine months ended September 30, 2013 is as follows (these amounts have not been rounded in thousands):

Restricted stock unit ("RSU") activity for the nine months ended September 30, 2013, is as follows (these amounts have not been rounded in thousands):

Stock appreciation rights activity for the nine months ended September 30, 2013 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. 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 September 30, 2013

	Retail Financial Services		% of Revenue			Internet Financial Services			% of Revenue			Consolidated		% of Revenue
Total Assets	$	612,099				$	40,582					$	652,681
Goodwill		298,731					13,672						312,403
Other Intangible Assets		21,210					3,771						24,981
Total Revenues	$	100,509		100.0	%	$	14,527			100.0	%	$	115,036		100.0	%
Provision for Loan Losses		28,955		28.8	%		11,292			77.7	%		40,247		35.0	%
Other Operating Expenses		39,083		38.9	%		5,977			41.1	%		45,060		39.2	%
Operating Gross Profit (loss)		32,471		32.3	%		(2,742	)		(18.8	)%		29,729		25.8	%
Interest Expense, net		12,945		12.9	%		—			0.0	%		12,945		11.3	%
Depreciation and Amortization		1,702		1.7	%		476			3.3	%		2,178		1.9	%

Intersegment revenues of $74 for the three and nine month periods ending September 30, 2013, have been eliminated.

	As of and for the three months ended September 30, 2012

	Retail Financial Services		% of Revenue			Internet Financial Services			% of Revenue			Consolidated		% of Revenue
Total Assets	$	560,845				$	27,068					$	587,913
Goodwill		284,542					12,980						297,522
Other Intangible Assets		7,055					4,675						11,730
Total Revenues	$	89,270		100.0	%	$	8,936			100.0	%	$	98,206		100.0	%
Provision for Loan Losses		21,397		24.0	%		6,730			75.3	%		28,127		28.6	%
Other Operating Expenses		34,336		38.5	%		2,445			27.4	%		36,781		37.5	%
Operating Gross Profit (loss)		33,537		37.5	%		(239	)		(2.7	)%		33,298		33.9	%
Interest Expense, net		12,415		13.9	%		—			0.0	%		12,415		12.6	%
Depreciation and Amortization		1,153		1.3	%		599			6.7	%		1,752		1.8	%

The Internet financial services segment was entered into as a result of our DFS acquisition on April 1, 2012 and therefore the information for the nine months ended September 30, 2012 does not include 1^st quarter activity.

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 Company's annual effective income tax rates for the nine months ended September 30, 2013 and 2012 were 39.6% and 39.3%, respectively. The Company had no liability recorded for unrecognized tax benefits at September 30, 2013 and December 31, 2012.

The Company has a debt-buying arrangement with the lender whereby it purchases defaulted accounts. The Company accrues for this obligation through management's estimation of anticipated purchases based on expected losses in the lender's portfolio. This obligation is recorded as a current liability on the Company's consolidated balance sheet. The accrual for these obligations totaled $-0- and $231 as of September 30, 2013, and December 31, 2012, respectively. The Company has determined that the vendor is a variable interest entity ("VIE") but that the Company is not the primary beneficiary of this VIE. Therefore, the Company has not consolidated the lender in 2013 or 2012.

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 as discussed in Note 9.

The Company conducts business through wholly owned subsidiaries licensed as a CSO under applicable state laws. In connection with operating as a CSO, 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 $855 and $161 as of September 30,

2013 and December 31, 2012, 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.

An optional feature available to some customers who signed up for a prepaid debit card through the Company, as agent for Insight Card Services, was the ability to have a third-party lender unrelated to the Company direct loan proceeds on to the customer's card. The Company purchased a participation in these loans which was recorded in the finance receivables. The optional card feature was terminated in the second quarter of 2012.

Prior to April 1, 2013, the Company accounted for the investment in Insight Holdings, a 22.5% owned affiliate, by the equity method of accounting under which the Company's share of the net income of the affiliate is recognized as income in the Company's statement of income and added to the investment account, and dividends received from the affiliate are treated as a reduction of the investment account.

Under the equity method of accounting, the Company's share of the loss of Insight Holdings for the three months ended March 31, 2013 was $15. Amortization expense recognized on implied intangible assets associated with the investment in Insight Holdings for the three months ended March 31, 2013 was $157. As discussed in Note 9, the Company consolidated Insight Holdings effective April 1, 2013 and the equity method of accounting for the investment has been discontinued.

As of September 30, 2013, the Company's investment in Latin Card Strategies, LLC ("Latin Card") has been fully absorbed by the Company's share of losses of Latin Card and the equity method of accounting for the investment has been discontinued.

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 2019 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 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 $7.4 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 the Company's ability to pay dividends on, or repurchase, its common stock.

As discussed in Note 9, 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 17. Supplemental Condensed Consolidating Guarantor and Non-Guarantor Financial Information

The following presents the condensed consolidating guarantor financial information as of September 30, 2013 and December 31, 2012, and for the nine months ended September 30, 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, 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. All of the Company's guarantor subsidiaries are 100% owned, and all guarantees are full and conditional, joint and several.

Of the entities under "Non-Guarantor Subsidiaries" in the tables below, only Buckeye Check Cashing of Florida II, LLC is an "Unrestricted Subsidiary" as defined in the indentures governing the 2019 notes and 2020 notes. As of September 30, 2013 and December 31, 2012, such unrestricted subsidiary had total assets of $56,375 and $48,242 and total liabilities of $41,515 and $22,320, respectively, and for the three months ended September 30, 2013 and 2012 and the nine months ended September 30, 2013 and September 30, 2012, had total revenues of $6,120, $502, $16,932 and $502 total operating expenses of $4,983, $1,804, $13,440 and $1,804 and net loss of $107, $2,541, $625 and $2,541, 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. 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 17. Supplemental Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Continued)

Community Choice Financial Inc. and Subsidiaries
Condensed Consolidating Balance Sheet (unaudited)
September 30, 2013

	Community Choice Financial			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated

Assets
Current Assets
Cash and cash equivalents	$	—		$	99,388	$	17,295	$	—		$	116,683
Restricted cash		—			—		741		—			741
Finance receivables, net		—			135,015		5,573		—			140,588
Short-term investments, certificates of deposit		—			1,114		—		—			1,114
Card related pre-funding and receivables		—			2,711		—		(1,413	)		1,298
Other current assets		—			27,229		3,001		(23,903	)		6,327
Deferred tax asset, net		—			5,976		—		—			5,976

Total current assets		—			271,433		26,610		(25,316	)		272,727
Noncurrent Assets
Investment in Subsidiaries		369,661			14,853		—		(384,514	)		—
Finance receivables, net		—			6,993		—		—			6,993
Leasehold improvements and equipment, net		—			18,504		2,899		—			21,403
Goodwill		—			265,818		46,585		—			312,403
Other intangible assets		—			5,603		19,378		—			24,981
Security deposits		—			2,256		106		—			2,362
Equity method investments		—			6,835		—		(6,835	)		—
Deferred debt issuance costs		11,771			41		—		—			11,812

Total assets	$	381,432		$	592,336	$	95,578	$	(416,665	)	$	652,681

Liabilities and Stockholders' Equity
Current Liabilities
Current portion of capital lease obligation	$	—		$	—	$	115	$	—		$	115
Current portion of related party Florida seller notes		—			—		2,723		—			2,723
Deferred revenue		—			2,658		—		—			2,658
Accrued interest		19,103			10		6		—			19,119
Money orders payable		—			13,832		7		—			13,839
Accounts payable and accrued liabilities		—			21,483		29,821		(25,316	)		25,988

Total current liabilities		19,103			37,983		32,672		(25,316	)		64,442
Noncurrent Liabilities
Accrued liabilities		—			1,075		—		—			1,075
Lines of credit		27,000			3,250		—		(250	)		30,000
Capital lease obligation		—			—		18		—			18
Stock repurchase obligation		—			—		1,042		—			1,042
Related party Florida seller notes		—			—		13,476		—			13,476
Senior secured notes		420,000			—		—		—			420,000
Deferred Revenue		—			6,095		—		—			6,095
Deferred tax liability, net		—			186		—		—			186

Total liabilities		466,103			48,589		47,208		(25,566	)		536,334

Stockholders' Equity		(84,671	)		543,747		48,370		(391,099	)		116,347

Total liabilities and stockholders' equity	$	381,432		$	592,336	$	95,578	$	(416,665	)	$	652,681

Note 17. Supplemental Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Continued)

Community Choice Financial Inc. and Subsidiaries
Condensed Consolidating Balance Sheet
December 31, 2012

	Community Choice Financial			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated

Assets
Current Assets
Cash and cash equivalents	$	—		$	71,093	$	7,951	$	—		$	79,044
Finance receivables, net		—			120,587		5,050		—			125,637
Short-term investments, certificates of deposit		—			1,113		—		—			1,113
Card related pre-funding and receivables		—			8,050		—		—			8,050
Other current assets		—			6,065		181		—			6,246
Deferred tax asset, net		—			5,517		—		—			5,517

Total current assets		—			212,425		13,182		—			225,607
Noncurrent Assets
Investment in Subsidiaries		366,168			25,922		—		(392,090	)		—
Finance receivables, net		—			3,286		—		—			3,286
Leasehold improvements and equipment, net		—			16,876		1,470		—			18,346
Goodwill		—			266,950		30,172		—			297,122
Other intangible assets		—			6,557		3,700		—			10,257
Security deposits		—			1,663		65		—			1,728
Equity method investments		—			6,491		—		—			6,491
Deferred debt issuance costs		13,465			28		—		—			13,493

Total assets	$	379,633		$	540,198	$	48,589	$	(392,090	)	$	576,330

Liabilities and Stockholders' Equity
Current Liabilities
Current portion of related party Florida seller notes	$	—		$	—	$	1,731	$	—		$	1,731
Deferred revenue		—			2,661		—		—			2,661
Accrued interest		7,602			—		433		—			8,035
Money orders payable		—			14,941		1,095		—			16,036
Accounts payable and accrued liabilities		—			16,419		2,183		—			18,602

Total current liabilities		7,602			34,021		5,442		—			47,065
Noncurrent Liabilities
Stock repurchase obligation		—			—		1,288		—			1,288
Related party Florida seller notes		—			—		15,599		—			15,599
Senior secured notes		420,000			—		—		—			420,000
Deferred Revenue		—			7,979		—		—			7,979
Deferred tax liability, net		—			186		—		—			186

Total liabilities		427,602			42,186		22,329		—			492,117

Stockholders' Equity (Deficit)		(47,969	)		498,012		26,260		(392,090	)		84,213

Total liabilities and stockholders' equity	$	379,633		$	540,198	$	48,589	$	(392,090	)	$	576,330

Note 17. Supplemental Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Continued)

Community Choice Financial Inc. and Subsidiaries
Consolidated Statements of Operations (unaudited)
Three Months Ended September 30, 2013

	Community Choice Financial			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated

Revenues:
Finance receivable fees	$	—		$	78,574		$	3,211		$	—		$	81,785
Check cashing fees		—			18,624			2,103			—			20,727
Card fees		—			1,483			5,825			(1,199	)		6,109
Other		—			5,610			893			(88	)		6,415

Total revenues		—			104,291			12,032			(1,287	)		115,036

Operating expenses:
Salaries and benefits		—			16,705			1,675			—			18,380
Provision for loan losses		—			38,912			1,335			—			40,247
Occupancy		—			6,160			822			—			6,982
Advertising and marketing		—			5,914			194			—			6,108
Depreciation and amortization		—			1,465			125			—			1,590
Other		—			11,081			919			—			12,000

Total operating expenses		—			80,237			5,070			—			85,307

Operating gross profit		—			24,054			6,962			(1,287	)		29,729

Corporate expenses		—			13,573			6,041			(1,287	)		18,327
Registration expenses		—			—			—			—			—
Bond registration expenses		—			—			—			—			—
Transaction expenses		—			—			—			—			—
Depreciation and amortization		—			1,090			1,088			—			2,178
Interest expense, net		12,688			(242	)		499			—			12,945
Loss on equity method investments		—			—			—			—			—

Total corporate and other expenses		12,688			14,421			7,628			(1,287	)		33,450

Income (loss) before income taxes		(12,688	)		9,633			(666	)		—			(3,721	)

Provision (benefit) for income taxes		(4,484	)		3,042			(219	)		—			(1,661	)

Net income (loss)		(8,204	)		6,591			(447	)	$	—			(2,060	)
Net loss attributable to non-controlling interests		—			—			(473	)		—			(473	)

Net income	$	(8,204	)	$	6,591		$	26		$	—		$	(1,587	)

Note 17. Supplemental Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Continued)

Community Choice Financial Inc. and Subsidiaries
Consolidated Statements of Operations (unaudited)
Three Months Ended September 30, 2012

	Community Choice Financial			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations		Consolidated

Revenues:
Finance receivable fees	$	—		$	70,119	$	—		$	—	$	70,119
Check cashing fees		—			19,798		—			—		19,798
Card fees		—			2,336		4			—		2,340
Other		—			5,451		498			—		5,949

Total revenues		—			97,704		502			—		98,206

Operating expenses:
Salaries and benefits		—			13,982		876			—		14,858
Provision for loan losses		—			28,123		4			—		28,127
Occupancy		—			5,860		513			—		6,373
Advertising and marketing		—			1,965		—			—		1,965
Depreciation and amortization		—			1,547		—			—		1,547
Other		—			11,608		430			—		12,038

Total operating expenses		—			63,085		1,823			—		64,908

Operating gross profit		—			34,619		(1,321	)		—		33,298

Corporate expenses		—			12,118		387			—		12,505
Registration expenses		—			—		—			—		—
Bond registration expenses		—			814		—			—		814
Transaction expenses		—			184		12			—		196
Depreciation and amortization		—			1,263		489			—		1,752
Interest expense, net		12,059			6		350			—		12,415
Loss on equity method investments		—			128		—			—		128

Total and other corporate expenses		12,059			14,513		1,238			—		27,810

Income (loss) before income taxes		(12,059	)		20,106		(2,559	)		—		5,488

Provision (benefit) for income taxes		(4,439	)		7,441		(1,007	)		—		1,995

Net income (loss)		(7,620	)		12,665		(1,552	)		—		3,493
Net (gain) loss attributable to non-controlling interests		—			—		—			—		—

Net income (loss) attributable to controlling interests	$	(7,620	)	$	12,665	$	(1,552	)	$	—	$	3,493

Note 17. Supplemental Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Continued)

Community Choice Financial Inc. and Subsidiaries
Consolidated Statements of Operations (unaudited)
Nine Months Ended September 30, 2013

	Community Choice Financial			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated

Revenues:
Finance receivable fees	$	—		$	210,101		$	7,941		$	—		$	218,042
Check cashing fees		—			56,306			6,613			—			62,919
Card fees		—			4,471			11,484			(2,521	)		13,434
Other		—			16,740			2,538			(88	)		19,190

Total revenues		—			287,618			28,576			(2,609	)		313,585

Operating expenses:
Salaries and benefits		—			48,393			4,841			—			53,234
Provision for loan losses		—			82,455			3,229			—			85,684
Occupancy		—			17,569			2,364			—			19,933
Advertising and marketing		—			11,203			649			—			11,852
Depreciation and amortization		—			4,666			329			—			4,995
Other		—			33,478			2,647			—			36,125

Total operating expenses		—			197,764			14,059			—			211,823

Operating gross profit		—			89,854			14,517			(2,609	)		101,762

Corporate expenses		—			42,303			12,047			(2,609	)		51,741
Registration expenses		—			—			—			—			—
Bond registration expenses		—			—			—			—			—
Transaction expenses		—			—			—			—			—
Depreciation and amortization		—			3,519			3,461			—			6,980
Interest expense, net		36,671			336			1,630			—			38,637
Gain on equity method investments		—			(260	)		—			—			(260	)

Total corporate and other expenses		36,671			45,898			17,138			(2,609	)		97,098

Income (loss) before income taxes		(36,671	)		43,956			(2,621	)		—			4,664

Provision (benefit) for income taxes		(14,515	)		17,398			(1,037	)		—			1,846

Net income (loss)		(22,156	)		26,558			(1,584	)	$	—			2,818
Net loss attributable to non-controlling interests		—			—			(1,379	)		—			(1,379	)

Net income	$	(22,156	)	$	26,558		$	(205	)	$	—		$	4,197

Note 17. Supplemental Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Continued)

Community Choice Financial Inc. and Subsidiaries
Consolidated Statements of Operations
For the Nine Months Ended September 30, 2012

	Community Choice Financial			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations		Consolidated

Revenues:
Finance receivable fees	$	—		$	185,008	$	6		$	—	$	185,014
Check cashing fees		—			57,931		—			—		57,931
Card fees		—			10,836		4			—		10,840
Other		—			16,930		498			—		17,428

Total revenues		—			270,705		508			—		271,213

Operating expenses:
Salaries and benefits		—			45,510		876			—		46,386
Provision for loan losses		—			65,943		11			—		65,954
Occupancy		—			16,989		513			—		17,502
Advertising and marketing		—			5,214		—			—		5,214
Depreciation and amortization		—			4,651		—			—		4,651
Other		—			30,849		474			—		31,323

Total operating expenses		—			169,156		1,874			—		171,030

Operating gross profit		—			101,549		(1,366	)		—		100,183

Corporate expenses		—			37,869		387			—		38,256
Registration expenses		—			2,774		—			—		2,774
Bond registration expenses		—			814		—			—		814
Transaction expenses		—			1,221		12			—		1,233
Depreciation and amortization		—			3,729		489			—		4,218
Interest expense, net		34,576			69		350			—		34,995
Loss on equity method investments		—			283		—			—		283

Total corporate and other expenses		34,567			46,759		1,238			—		82,573

Income (loss) before income taxes		(34,576	)		54,790		(2,604	)		—		17,610

Provision (benefit) for income taxes		(13,604	)		21,558		(1,025	)		—		6,929

Net income (loss)		(20,972	)		33,232		(1,579	)		—		10,681
Net (gain) loss attributable to non-controlling interests		—			—		—			—		—

Net income (loss) attributable to controlling interests	$	(20,972	)	$	33,232	$	(1,579	)	$	—	$	10,681

Note 17. Supplemental Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Continued)

Community Choice Financial Inc. and Subsidiaries
Condensed Consolidating Statement of Cash Flows (unaudited)
Nine Months Ended September 30, 2013

	Community Choice Financial			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated

Net cash provided by operating activities	$	3,493		$	103,421		$	14,230		$	121,144

Cash flows from investing activities
Net receivables originated		—			(100,591	)		(3,751	)		(104,342	)
Net acquired assets, net of cash		—			(841	)		1,706			865
Purchase of customer list intangible		—			(22	)		—			(22	)
Internally developed software intangible asset		—			—			(115	)		(115	)
Contributions for non-controlling interests		—			255			111			366
Sale of leasehold improvements and equipment		—			181			—			181
Purchase of leasehold improvements and equipment		—			(7,602	)		(1,257	)		(8,859	)

Net cash used in investing activities		—			(108,620	)		(3,306	)		(111,926	)

Cash flows from financing activities
Capital lease payments		—			—			(79	)		(79	)
Net payments of long-term debt		—			—			(1,500	)		(1,500	)
Net advances on lines of credit		—			30,000			—			30,000
Intercompany activities		(3,493	)		3,493			—			—

Net cash provided by (used in) financing activities		(3,493	)		33,493			(1,579	)		28,421

Net increase in cash and cash equivalents		—			28,294			9,345			37,639
Cash and cash equivalents:
Beginning		—			71,093			7,951			79,044

Ending	$	—		$	99,387		$	17,296		$	116,683

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. 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.

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, 2012, 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 retail 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, title 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 September 30, 2013, we operated 498 retail storefront locations across 15 states.

The Company also offers short-term consumer loans via the internet through Direct Financial Solutions, LLC ("DFS"), which services customers in 23 states.

Over each of the past three years, we have increased revenue, driven by organic growth and acquisitions. Our retail business model consists of, among other things, a focus on customer service, incentive-based compensation structures, strategies to increase customer traffic and an expanding product set to address a larger share of our customers' financial needs. Our overall revenue has expanded as we have executed on our retail model, which has increased incremental revenue from our existing store base, and expanded our distribution channels. As part of our retail model, we strive to invest in premier locations 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.

Prior to April 1, 2012, the Company operated in one segment, retail financial services. As a result of the Company's acquisition of Direct Financial Solutions, LLC ("DFS"), a provider of consumer loans through the internet, the Company now operates in two segments: Retail financial services and Internet financial services.

We believe that our ability to execute on our retail model generates higher per store revenue as compared to 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 have integrated acquisitions into our operations. Over 30% of our customers learn about our products and services and come to our stores as a result of a referral. Acquisitions allow us to leverage an established customer base which continues to use the acquired stores and generate word-of-mouth marketing as we implement our retail model at the stores, as a source of referrals. Acquisitions have also provided us an existing market presence which we have been able to build upon through expanding the acquired stores' product offerings. Finally, we believe our internet presence provides an additional channel to complement our store retail model.

The chart below sets forth certain information regarding our retail presence for the year ended December 31, 2012, and the first nine months of 2013.

The following table provides the geographic composition of our physical locations as of December 31, 2012, and September 30, 2013:



Alabama	22	25
Arizona	43	43
California	159	159
Florida	61	61
Indiana	21	21
Illinois	12	12
Kansas	5	5
Kentucky	13	13
Michigan	14	14
Missouri	7	7
Ohio	99	99
Oregon	3	3
Tennessee	—	3
Utah	10	10
Virginia	22	23

	491	498

In addition, the Company provides internet financial services in the following states: Alabama, Alaska, California, 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.

As we introduce new products throughout our markets and 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 title loan offerings tend to have longer maturities than our short-term consumer loan offerings. In addition, the shift in mix to more medium-term loans results in a higher loan loss reserve as a result of the nature of medium-term loans as compared to short-term loans. We believe that our prepaid debit card direct deposit offering has reduced some of our check cashing fees, however, we believe that establishing our Insight prepaid debit card with direct deposit as an alternative to check cashing may lengthen 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 for employees, 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 by us 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 continue to benefit from increased economies of scale as we 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, which management considers critical, include valuation of our net finance receivables, stock based compensation, 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.

Management believes that among our significant accounting policies, the following involve a higher degree of judgment:

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

Short-term consumer loan products typically range in size from $100 to $1,000, with a maturity generally 14 to 30 days, with 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 providing fees of 15% to 20%, to providing 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 $2,500, and are evidenced by a promissory note with a maturity between six months and 36 months. These loans vary in their 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. In certain instances we previously also purchased loan participations in a third-party lender's loan portfolio that are classified as medium-term finance receivables.

Title loan products typically range from $750 to $2,500, and are evidenced by a promissory note with a maturity between one and 24 months. The loan may be secured with a lien on the customer's vehicle title. The risk characteristics of secured loans primarily depend on the markets in which we operate and the regulatory requirements of each market. Risks associated with secured financings relate to the ability of the borrower to repay the loan and the value of the collateral underlying the loan should the borrower default on its payments.

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.

Finance receivables, net of unearned advance fees and allowance for loan losses, on the consolidated balance sheets as of December 31, 2012 and September 30, 2013 was $128.9 million and $147.6 million, respectively. The allowance for loan losses, net of unearned advance fees, as of December 31, 2012 and September 30, 2013 was $9.1 million and $14.3 million, respectively. At December 31, 2012 and September 30, 2013, the allowance for loan losses was 6.6% and 8.8%, respectively, of finance receivables, net of unearned advance fees, reflecting a higher mix of medium-term and title loans during the nine month period ended September 30, 2013, which have higher allowances for loan losses.

Finance receivables, net as of December 31, 2012 and September 30, 2013 are as follows (in thousands):

The total changes to the allowance for loan losses for the three months ended September 30, 2012 and 2013, and the nine months ended September 30, 2012 and 2013, were as follows (in thousands):

The provision for loan losses for the three months ended September 30, 2012, and 2013 includes losses from returned items from check cashing of $1.6 million and $2.3 million, respectively, and third party lender losses of $4.6 million and $3.8 million, respectively.

The provision for loan losses for the nine months ended September 30, 2012, and 2013 includes losses from returned items from check cashing of $4.0 million and $5.9 million, respectively, and third party lender losses of $8.5 million and $8.3 million, respectively.

Management evaluates all long-lived assets, including goodwill and equity method investments, for impairment annually as of December 31, or whenever events or changes in business circumstances indicate an asset might be impaired. 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, the Company extended a line of credit to Insight Holdings. The Company determined that, as a result of extending such line of credit, it should consolidate Insight Holdings effective as of April 1, 2013. See Note 9 to the unaudited consolidated financial statements found elsewhere in this Form 10-Q.

One of the methods that management employs in the review of such assets uses estimates of future cash flows. If the carrying value of it 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 nine months ended September 30, 2012 and 2013.

We record income taxes as applicable under GAAP. 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 and refer to as 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 $26.3 million to result in cash tax savings of approximately $10.5 million at the expected combined rate of 40% for fiscal year 2013. 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 17 to the unaudited financial statements for the nine months ended September 30, 2013, which are included elsewhere in this Form 10-Q, as of

September 30, 2013, we had three non-guarantor subsidiaries and one consolidated entity that is not a subsidiary (and, therefore, in not a guarantor), in each case under the Company's indentures governing its senior secured notes. As of September 30, 2013, of these entities, only Buckeye Check Cashing of Florida II, LLC is an "Unrestricted Subsidiary" as defined in such indentures. As of September 30, 2013 and December 31, 2012, such unrestricted subsidiary had total assets of $56,375 and $48,242 and total liabilities of $41,515 and $22,320, respectively, and for the three months ended September 30, 2013 and 2012 and the nine months ended September 30, 2013 and September 30, 2012, had total revenues of $6,120, $502, $16,932 and $502, total operating expenses of $4,983, $1,804, $13,440 and $1,804 and net loss of $107, $2,541, $625 and $2,541, respectively. As described above, Insight Holdings is classified as a non-Guarantor Subsidiary because the Company has consolidated the entity as of April 1, 2013. However, Insight Holdings is not a subsidiary of the Company and is not an obligor under any of the Company's debt instruments. The remainder of the entities classified as non-guarantor subsidiaries are "Restricted Subsidiaries" as defined in such indentures and, for such specified periods, did not have material assets, liabilities, revenue or expenses.

Three Months Ended September 30, 2013 Compared to Three Months Ended September 30, 2012

The following table sets forth key operating data for our operations for the three months ended September 30, 2012 and 2013 (dollars in thousands):

	Three Months Ended September 30,

	2012		2013			Increase (Decrease)						2012			2013
									(Percent)			(Percent of Revenue)
Total Revenues	$	98,206	$	115,036		$	16,830			17.1	%		100.0	%		100.0	%
Operating Expenses
Salaries and benefits		14,858		18,380			3,522			23.7	%		15.1	%		16.0	%
Provision for losses		28,127		40,247			12,120			43.1	%		28.6	%		35.0	%
Occupancy		6,373		6,982			609			9.6	%		6.5	%		6.1	%
Advertising and marketing		1,965		6,108			4,143			210.8	%		2.0	%		5.3	%
Depreciation and amortization		1,547		1,590			43			2.8	%		1.6	%		1.4	%
Other operating expenses		12,038		12,000			(38	)		(0.3	)%		12.3	%		10.4	%

Total Operating Expenses		64,908		85,307			20,399			31.4	%		66.1	%		74.2	%

Income from Operations		33,298		29,729			(3,569	)		(10.7	)%		33.9	%		25.8	%

Corporate and other expenses
Corporate expenses		12,150		18,021			5,871			48.3	%		12.4	%		15.7	%
Bond registration expenses		814		—			(814	)		(100.0	)%		0.8	%		0.0	%
Transaction expenses		196		—			(196	)		(100.0	)%		0.2	%		0.0	%
Depreciation and amortization		1,752		2,178			426			24.3	%		1.8	%		1.9	%
Interest		12,415		12,945			530			4.3	%		12.6	%		11.3	%
Loss on equity method investments		128		—			(128	)		(100.0	)%		0.1	%		0.0	%
Income Tax Expense		1,995		(1,661	)		(3,656	)		(183.3	)%		2.0	%		(1.4	)%

Total corporate and other expenses		29,450		31,483			2,033			6.9	%		30.0	%		27.4	%

Net income before management fee		3,848		(1,754	)		(5,602	)		(145.6	)%		3.9	%		(1.5	)%
Sponsor Management Fee		355		306			(49	)		(13.8	)%		0.3	%		0.3	%

Net Income (Loss)	$	3,493	$	(2,060	)	$	(5,553	)		(159.0	)%		3.6	%		(1.8	)%

The following tables set forth key loan and check cashing operating data for our operations as of and for the three months ended September 30, 2012 and 2013 (in thousands, except for store data, averages, percentages or unless otherwise specified):

	Three Months Ended September 30,

	2012			2013
Short-term Loan Operating Data (unaudited):
Loan volume (originations and refinancing) (in thousands)	$	493,836		$	537,791
Number of loan transactions (in thousands)		1,210			1,323
Average new loan size	$	408		$	406
Average fee per new loan	$	49.02		$	49.27
Loan loss provision	$	16,074		$	22,328
Loan loss provision as a percentage of loan volume		3.4	%		4.2	%
Check Cashing Data (unaudited):
Face amount of checks cashed (in thousands)	$	633,447		$	707,126
Number of checks cashed (in thousands)		1,440			1,526
Face amount of average check	$	440		$	463
Average fee per check	$	13.75		$	13.59
Returned check expense	$	1,592		$	2,342
Returned check expense as a percent of face amount of checks cashed		0.3	%		0.3	%

	As of and for the Three Months Ended September 30,

	2012			2013
Medium-term Loan Operating Data (unaudited):
Principle outstanding (in thousands)	$	11,071		$	30,061
Number of loans outstanding (in thousands)		22			38
Average principle outstanding	$	495		$	789
Weighted average monthly percentage rate		20.1	%		18.4	%
Allowance as a percentage of finance receivables		17.9	%		22.1	%
Loan loss provision	$	3,014		$	8,382
Title Loan Operating Data (unaudited):
Principle outstanding (in thousands)	$	21,039		$	25,399
Number of loans outstanding (in thousands)		21			25
Average principle outstanding	$	1,005		$	1,004
Weighted average monthly percentage rate		13.5	%		12.1	%
Allowance as a percentage of finance receivables		6.4	%		6.7	%
Loan loss provision	$	2,854		$	3,416

	Three Months Ended September 30,

(dollars in thousands)	2012		2013		Increase (Decrease)					2012			2013
							(Percent)			(Percent of Revenue)
Short-term Consumer Loan Fees and Interest	$	56,342	$	61,784	$	5,442		9.7	%		57.3	%		53.7	%
Medium-term Loans		6,295		11,452		5,157		81.9	%		6.4	%		10.0	%
Check Cashing Fees		19,798		20,727		929		4.7	%		20.2	%		18.0	%
Prepaid Debit Card Services		2,340		6,109		3,769		161.1	%		2.4	%		5.3	%
Title Loan Fees		7,482		8,549		1,067		14.3	%		7.6	%		7.4	%
Other Income		5,949		6,415		466		7.8	%		6.1	%		5.6	%

Total Revenue	$	98,206	$	115,036	$	16,830		17.1	%		100.0	%		100.0	%

For the three months ended September 30, 2013, total revenue increased by $16.8 million, or 17.1%, compared to the same period in 2012. The increase is the result of the comparative advantage of the Florida Acquisition, the growth of the internet installment portfolio, increases across our retail segment, and the consolidation of Insight Holdings.

We acquired our internet company, DFS, on April 1, 2012. Through new customer acquisition, we have been successful in achieving revenue growth since the acquisition. Recent growth in the internet segment has been pronounced.

Revenue generated from short-term consumer loan fees and interest for the three months ended September 30, 2013 increased $5.4 million, or 9.7%, compared to the same period in 2012. The growth is related to both our retail and internet segments.

Revenue generated from medium-term loans for the three months ended September 30, 2013 increased $5.2 million, or 81.9%, compared to the same period in 2012. We grew medium term loan revenue principally through the growth in our internet and retail segments.

Revenue generated from check cashing for the three months ended September 30, 2013 increased $0.9 million, or 4.7%, compared to the same period in 2012, primarily due to the Florida Acquisition. Representing 18.0% of our revenue, we do not expect this to be a growth avenue for the Company, but an offering which we leverage to drive traffic, creating and enhancing customer relationships.

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

Revenue generated from title loan fees for the three months ended September 30, 2013 increased $1.1 million, or 14.3%, compared to the same period in 2012. We grew title loan revenue principally through expansion in select markets.

	Three Months Ended September 30,

(dollars in thousands)	2012		2013		Increase (Decrease)						2012			2013
								(Percent)			(Percent of Revenue)
Salaries and Benefits	$	14,858	$	18,380	$	3,522			23.7	%		15.1	%		16.0	%
Provision for Loan Losses		28,127		40,247		12,120			43.1	%		28.6	%		35.0	%
Occupancy		6,373		6,982		609			9.6	%		6.5	%		6.1	%
Depreciation & Amortization		1,547		1,590		43			2.8	%		1.6	%		1.4	%
Advertising & Marketing		1,965		6,108		4,143			210.8	%		2.0	%		5.3	%
Bank Charges		941		1,069		128			13.6	%		1.0	%		1.0	%
Store Supplies		853		730		(123	)		(14.4	)%		0.9	%		0.6	%
Collection Expenses		996		738		(258	)		(25.9	)%		1.0	%		0.6	%
Telecommunications		1,406		1,378		(28	)		(2.0	)%		1.4	%		1.2	%
Security		559		618		59			10.6	%		0.6	%		0.5	%
License & Other Taxes		385		423		38			9.9	%		0.4	%		0.4	%
Other Operating Expenses		6,898		7,044		146			2.1	%		7.0	%		6.1	%

Total Operating Expenses		64,908		85,307		20,399			31.4	%		66.1	%		74.2	%

Income from Operations	$	33,298	$	29,729	$	(3,569	)		(10.7	)%		33.9	%		25.8	%

Total operating expenses, which consist primarily of retail and internet related expenses, increased by $20.4 million, or 31.4%, for the three months ended September 30, 2013 as compared to the same period in 2012. This overall increase was due to additional expenses associated with our Florida operations, costs related to growing our portfolio, and a higher provision for loan losses related to portfolio growth and higher provisioning of medium-term loans. Provision for loan losses increased by $12.1 million for the three months ended September 30, 2013 as compared to the prior year period. This increase is due to higher provisioning required as the Company expanded the portfolio through medium term loans, and added new customers through the internet and our retail network.

Advertising and marketing expense increased by $4.1 million for the three months ended September 30, 2013 as compared to the prior year period due primarily to marketing in our internet segment.

	Three Months Ended September 30,

(dollars in thousands)	2012		2013			Increase (Decrease)						2012			2013
									(Percent)			(Percent of Revenue)
Corporate Expenses	$	12,150	$	18,021		$	5,871			48.3	%		12.4	%		15.7	%
Bond Registration Expenses		814		—			(814	)		(100.0	)%		0.8	%		0.0	%
Transaction Expenses		196		—			(196	)		(100.0	)%		0.2	%		0.0	%
Depreciation & Amortization		1,752		2,178			426			24.3	%		1.8	%		1.9	%
Sponsor Management Fee		355		306			(49	)		(13.8	)%		0.4	%		0.3	%
Interest		12,415		12,945			530			4.3	%		12.6	%		11.2	%
(Gain) loss on fair market value of equity investment		128		—			(128	)		(100.0	)%		0.1	%		0.0	%
Income tax expense (benefit)		1,995		(1,661	)		(3,656	)		(183.3	)%		2.0	%		(1.4	)%

Total Corporate and Other Expenses	$	29,805	$	31,789		$	1,984			6.7	%		30.3	%		27.6	%

Corporate expenses increased from 12.4% to 15.7% as a percentage of revenue during the three months ended September 30, 2012 and 2013, respectively, primarily due to the consolidation of Insight Holdings.

Depreciation and amortization increased $0.4 million during the three months ended September 30, 2013 as compared to the comparable period in the prior year primarily due to the consolidation of Insight Holdings.

Interest expense, increased to $12.9 million during the three months ended September 30, 2013 as compared to $12.4 million for the same period in 2012, or an increase of 4.3%, from carrying outstanding balances on our lines of credit.

The income tax benefit in the third quarter is a result of the loss before income taxes as compared to income in the same quarter in 2012.

Business Segment Results of Operations for the Three Months Ended September 30, 2013

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

	As of and for the three months ended September 30, 2013

	Retail Financial Services		% of Revenue			Internet Financial Services			% of Revenue			Consolidated		% of Revenue
Total Assets	$	612,099				$	40,582					$	652,681
Goodwill		298,731					13,672						312,403
Other Intangible Assets		21,210					3,771						24,981
Total Revenues	$	100,509		100.0	%	$	14,527			100.0	%	$	115,036		100.0	%
Provision for Loan Losses		28,955		28.8	%		11,292			77.7	%		40,247		35.0	%
Other Operating Expenses		39,083		38.9	%		5,977			41.1	%		45,060		39.2	%
Operating Gross Profit (loss)		32,471		32.3	%		(2,742	)		(18.8	)%		29,729		25.8	%
Interest Expense, net		12,945		12.9	%		—			0.0	%		12,945		11.3	%
Depreciation and Amortization		1,702		1.7	%		476			3.3	%		2,178		1.9	%

Intersegment revenues of $74 for the three month period ending September 30, 2013 have been eliminated.

	As of and for the three months ended September 30, 2012

	Retail Financial Services		% of Revenue			Internet Financial Services			% of Revenue			Consolidated		% of Revenue
Total Assets	$	560,845				$	27,068					$	587,913
Goodwill		284,542					12,980						297,522
Other Intangible Assets		7,055					4,675						11,730
Total Revenues	$	89,270		100.0	%	$	8,936			100.0	%	$	98,206		100.0	%
Provision for Loan Losses		21,397		24.0	%		6,730			75.3	%		28,127		28.6	%
Other Operating Expenses		34,336		38.5	%		2,445			27.4	%		36,781		37.5	%
Operating Gross Profit (loss)		33,537		37.5	%		(239	)		(2.7	)%		33,298		33.9	%
Interest Expense, net		12,415		13.9	%		—			0.0	%		12,415		12.6	%
Depreciation and Amortization		1,153		1.3	%		599			6.7	%		1,752		1.8	%

Retail financial services represented 87.3%, or $100.5 million, of revenues for the three months ended September 30, 2013.

For the three months ended September 30, 2013, total revenues increased by $11.2 million, or 12.6%, compared to the same period in 2012. During the three months ended September 30, 2013 retail financial services benefitted from the contribution from the Florida Acquisition and the consolidation of Insight Holdings, as compared to 2012. We also experienced growth in lending products on a comparative basis.

Operating margin decreased for the three months ended September 30, 2013 from 37.5% to 32.3% for the same period in 2012 as a percentage of revenue primarily reflecting the increase in provision.

For the three months ended September 30, 2013, total revenues contributed by our Internet financial services segment represented $14.5 million, an increase of $5.6 million or 62.6% as compared to the same period in 2012. The Internet financial services segment also experienced a $4.6 million and $3.5 million increase in the provision for loan losses and other operating expenses, respectively, for the three months ended September 30, 2013 compared to the same period in 2012. The expense structure is largely variable and is currently reflecting high investment in market share expansion. In order to establish profitable new customer relationships through the internet channel there is a need for increased marketing expenses to capture incremental share. Our Internet financial services segment has experienced a higher provision for loan losses with new customer relationships as compared to existing customer relationships. In an expansionary mode, the mix of customers has shifted towards a higher percentage of new customers. This shift in mix resulted in a higher provision for loan losses as a percentage of revenue during the three months ended September 30, 2013 as compared to our retail segment. This coupled with the associated increased advertising and marketing, and lead generation costs associated with our focus on growth, resulted in an operating loss for the quarter.

Nine Months Ended September 30, 2013 Compared to Nine Months Ended September 30, 2012

	Nine Months Ended September 30,

	2012		2013			Increase (Decrease)						2012			2013
									(Percent)			(Percent of Revenue)
Total Revenues	$	271,213	$	313,585		$	42,372			15.6	%		100.0	%		100.0	%
Operating Expenses
Salaries and benefits		46,386		53,234			6,848			14.8	%		17.1	%		16.9	%
Provision for losses		65,954		85,684			19,730			29.9	%		24.3	%		27.3	%
Occupancy		17,502		19,933			2,431			13.9	%		6.6	%		6.4	%
Advertising and marketing		5,214		11,852			6,638			127.3	%		1.9	%		3.8	%
Depreciation and amortization		4,651		4,995			344			7.4	%		1.7	%		1.6	%
Other operating expenses		31,323		36,125			4,802			15.3	%		11.5	%		11.5	%

Total Operating Expenses		171,030		211,823			40,793			23.9	%		63.1	%		67.5	%

Income from Operations		100,183		101,762			1,579			1.6	%		36.9	%		32.5	%

Corporate and other expenses
Corporate expenses		37,196		50,748			13,552			36.4	%		13.7	%		16.2	%
Registration expenses		2,774		—			(2,774	)		(100.0	)%		1.0	%		0.0	%
Bond registration expenses		814		—			(814	)		(100.0	)%		0.3	%		0.0	%
Transaction expenses		1,233		—			(1,233	)		(100.0	)%		0.5	%		0.0	%
Depreciation and amortization		4,218		6,980			2,762			65.5	%		1.6	%		2.2	%
Interest		34,995		38,637			3,642			10.4	%		12.9	%		12.3	%
(Gain) Loss on equity method investments		283		(260	)		(543	)		(191.9	)%		0.1	%		-0.1	%
Income Tax Expense		6,929		1,846			(5,083	)		(73.4	)%		2.5	%		0.6	%

Total corporate and other expenses		88,442		97,951			9,509			10.8	%		32.6	%		31.2	%

Net income before management fee		11,741		3,811			(7,930	)		(67.5	)%		4.3	%		1.2	%
Sponsor Management Fee		1,060		993			(67	)		(6.3	)%		0.4	%		0.3	%

Net Income	$	10,681	$	2,818		$	(7,863	)		(73.6	)%		3.9	%		0.9	%

The following tables set forth key loan and check cashing operating data for our operations as of and for the nine months ended September 30, 2012 and 2013 (in thousands, except for store data, averages, percentages or unless otherwise specified):

	Nine Months Ended September 30,

	2012			2013
Short-term Loan Operating Data (unaudited):
Loan volume (originations and refinancing) (in thousands)	$	1,305,458		$	1,469,741
Number of loan transactions (in thousands)		3,209			3,588
Average new loan size	$	407		$	410
Average fee per new loan	$	47.76		$	49.48
Loan loss provision	$	37,057		$	50,771
Loan loss provision as a percentage of loan volume		2.9	%		3.5	%
Check Cashing Data (unaudited):
Face amount of checks cashed (in thousands)	$	1,829,591		$	2,129,115
Number of checks cashed (in thousands)		4,007			4,416
Face amount of average check	$	457		$	482
Average fee per check	$	14.46		$	14.25
Returned check expense	$	4,000		$	5,913
Returned check expense as a percent of face amount of checks cashed		0.2	%		0.3	%

	As of and for the Nine Months Ended September 30,

	2012			2013
Medium-term Loan Operating Data (unaudited):
Principle outstanding (in thousands)	$	11,071		$	30,061
Number of loans outstanding (in thousands)		22			38
Average principle outstanding	$	495		$	789
Weighted average monthly percentage rate		20.1	%		18.4	%
Allowance as a percentage of finance receivables		17.9	%		22.1	%
Loan loss provision	$	9,813		$	14,349
Title Loan Operating Data (unaudited):
Principle outstanding (in thousands)	$	21,039		$	25,399
Number of loans outstanding (in thousands)		21			25
Average principle outstanding	$	1,005		$	1,004
Weighted average monthly percentage rate		13.5	%		12.1	%
Allowance as a percentage of finance receivables		6.4	%		6.7	%
Loan loss provision	$	6,219		$	6,372

	Nine Months Ended September 30,

(dollars in thousands)	2012		2013		Increase (Decrease)					2012			2013
							(Percent)			(Percent of Revenue)
Short-term Consumer Loan Fees and Interest	$	147,013	$	169,686	$	22,673		15.4	%		54.2	%		54.1	%
Medium-term Loans		18,389		24,488		6,099		33.2	%		6.8	%		7.8	%
Check Cashing Fees		57,931		62,919		4,988		8.6	%		21.4	%		20.1	%
Prepaid Debit Card Services		10,840		13,434		2,594		23.9	%		4.0	%		4.3	%
Title Loan Fees		19,612		23,868		4,256		21.7	%		7.2	%		7.6	%
Other Income		17,248		19,190		1,762		10.1	%		6.4	%		6.1	%

Total Revenue	$	271,213	$	313,585	$	42,372		15.6	%		100.0	%		100.0	%

For the nine months ended September 30, 2013, total revenue increased by $42.4 million, or 15.6%, compared to the same period in 2012. The majority of this growth was created through the Florida Acquisition, the growth of the internet installment portfolio, organic growth, and the consolidation of Insight Holdings.

Revenue generated from short-term consumer loan fees and interest for the nine months ended September 30, 2013 increased $22.7 million, or 15.4%, compared to the same period in 2012. The growth in the internet segment and the Florida Acquisition are the primarily drivers of the revenue increase.

Revenue generated from medium term loans for the nine months ended September 30, 2013 increase $6.1 million, or 33.2% compared to the same period in 2012. The increase is due to the growth of the internet and retail portfolios.

Revenue generated from check cashing for the nine months ended September 30, 2013 increased $5.0 million, or 8.6%, compared to the same period in 2012 primarily due to the Florida Acquisition.

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

Revenue generated from title loan fees for the nine months ended September 30, 2013 increased $4.3 million, or 21.7%, compared to the same period in 2012. We grew title loan revenue principally through expansion of our California title loan portfolio and introduction of new products in Arizona.

	Nine Months Ended September 30,

(dollars in thousands)	2012		2013		Increase (Decrease)						2012			2013
								(Percent)			(Percent of Revenue)
Salaries and Benefits	$	46,386	$	53,234	$	6,848			14.8	%		17.1	%		17.0	%
Provision for Loan Losses		65,954		85,684		19,730			29.9	%		24.3	%		27.3	%
Occupancy		17,502		19,933		2,431			13.9	%		6.5	%		6.3	%
Depreciation & Amortization		4,651		4,995		344			7.4	%		1.7	%		1.6	%
Advertising & Marketing		5,214		11,852		6,638			127.3	%		1.9	%		3.8	%
Bank Charges		2,846		3,118		272			9.6	%		1.0	%		1.0	%
Store Supplies		2,368		2,102		(266	)		(11.2	)%		0.9	%		0.7	%
External Collection Expenses		3,183		2,557		(626	)		(19.7	)%		1.2	%		0.8	%
Telecommunications		4,059		4,060		1			0.0	%		1.5	%		1.3	%
Security		1,864		1,915		51			2.7	%		0.7	%		0.6	%
License & Other Taxes		1,091		1,377		286			26.2	%		0.4	%		0.4	%
Other Operating Expenses		15,912		20,996		5,084			32.0	%		5.9	%		6.7	%

Total Operating Expenses		171,030		211,823		40,793			23.9	%		63.1	%		67.5	%

Income from Operations	$	100,183	$	101,762	$	1,579			1.6	%		36.9	%		32.5	%

Total operating expenses, which consist primarily of retail and internet related expenses, increased by $40.8 million, or 23.9%, for the nine months ended September 30, 2013 as compared to the same period in 2012. This overall increase was due to additional expenses associated with our Florida Acquisition, expenses related to growing our portfolio, a higher provision for loan losses related to portfolio growth and higher provisioning of medium terms loans. As a percent of revenue, salaries and benefits were flat for the nine months ended September 30, 2013 as compared to the prior year.

Provision for loan losses increased from 24.3% to 27.3% as a percentage of revenue for the nine months ended September 30, 2012 and 2013. The increase in the provision for bad debt as a percentage of revenue was primarily due to the higher provisioning in the Internet segment as first-time customers served by our internet financial services segment default at significantly higher rates than do returning customers. The increase in provision was also due to greater provisioning required as the Company expanded the portfolio through medium-term loans, and new customers through the internet and retail segments.

Advertising and marketing expense increased by $6.7 million for the nine months ended September 30, 2013 as compared to the prior year period due primarily related to marketing in our internet segment.

Telecommunications is consistent for the nine months ended September 30, 2013 as compared to the prior year as the increase in phone costs from retail store openings is offset by costs savings from upgrades to our internet capabilities.

Other operating expenses for the nine months ended September 30, 2013 increased from 5.9% to 6.7% as compared to the same period as 2012 primarily due to upgrading the retail locations in our Florida and California markets.

	Nine Months Ended September 30,

(dollars in thousands)	2012		2013			Increase (Decrease)						2012			2013
									(Percent)			(Percent of Revenue)
Corporate Expenses	$	37,196	$	50,748		$	13,552			36.4	%		13.7	%		16.2	%
Registration Expenses		2,774		—			(2,774	)		(100.0	)%		1.0	%		0.0	%
Bond Registration Expenses		814		—			(814	)		(100.0	)%		0.3	%		0.0	%
Transaction Expenses		1,233		—			(1,233	)		(100.0	)%		0.5	%		0.0	%
Depreciation & Amortization		4,218		6,980			2,762			65.5	%		1.6	%		2.3	%
Sponsor Management Fee		1,060		993			(67	)		(6.3	)%		0.4	%		0.3	%
Interest		34,995		38,637			3,642			10.4	%		12.9	%		12.3	%
(Gain) loss on fair market value of equity investment		283		(260	)		(543	)		(191.9	)%		0.1	%		(0.1	)%
Income tax expense		6,929		1,846			(5,083	)		(73.4	)%		2.5	%		0.6	%

Total Corporate and Other Expenses	$	89,502	$	98,944		$	9,442			10.5	%		33.0	%		31.6	%

Corporate expenses increased from 13.7% to 16.2% as a percentage of revenue during the nine months ended September 30, 2012 and 2013, respectively, due to the consolidation of Insight Holdings.

Depreciation and amortization increased $2.8 million during the nine months ended September 30, 2013, as compared to the comparable period in the prior year, primarily due to the amortization of intangible assets of DFS, the Florida Acquisition, and Insight Holdings.

Interest expense, increased to $38.6 million during the nine months ended September 30, 2013, as compared to $35.0 million for the same period in 2012, or an increase of 10.4%, due to the issuance of new debt financing by our unrestricted subsidiary (as described above) in connection with the Florida Acquisition and outstanding balances on our lines of credit.

Income taxes have decreased as our income before income taxes is lower for the current period.

Business Segment Results of Operations for the Nine Months Ended September 30, 2013

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

	As of and for the nine months ended September 30, 2013

	Retail Financial Services		% of Revenue			Internet Financial Services			% of Revenue			Consolidated		% of Revenue
Total Assets	$	612,099				$	40,582					$	652,681
Goodwill		298,731					13,672						312,403
Other Intangible Assets		21,210					3,771						24,981
Total Revenues	$	280,917		100.0	%	$	32,668			100.0	%	$	313,585		100.0	%
Provision for Loan Losses		64,634		23.0	%		21,050			64.3	%		85,684		27.3	%
Other Operating Expenses		112,164		39.9	%		13,901			42.7	%		126,139		40.2	%
Operating Gross Profit		104,119		37.1	%		(2,283	)		(7.0	)%		101,762		32.5	%
Interest Expense, net		38,637		13.8	%		—			0.0	%		38,637		12.3	%
Depreciation and Amortization		5,462		1.9	%		1,518			4.6	%		6,980		2.2	%

Intersegment revenues of $74 for the nine month period ending September 30, 2013, have been eliminated.

	As of and for the nine months ended September 30, 2012

	Retail Financial Services		% of Revenue			Internet Financial Services			% of Revenue			Consolidated		% of Revenue
Total Assets	$	560,845				$	27,068					$	587,913
Goodwill		284,542					12,980						297,522
Other Intangible Assets		7,055					4,675						11,730
Total Revenues	$	254,700		100.0	%	$	16,513			100.0	%	$	271,213		100.0	%
Provision for Loan Losses		53,671		21.1	%		12,283			74.4	%		65,954		24.3	%
Other Operating Expenses		99,598		39.1	%		5,478			33.2	%		105,076		38.7	%
Operating Gross Profit (loss)		101,431		39.8	%		(1,248	)		(7.6	)%		100,183		37.0	%
Interest Expense, net		34,995		13.7	%		—			0.0	%		34,995		12.9	%
Depreciation and Amortization		3,032		1.2	%		1,186			7.2	%		4,218		1.6	%

Prior to April 1, 2012, the Company operated in one segment, retail financial services. As a result of the Company's acquisition of DFS, a provider of consumer loans through the internet, the Company now operates in two segments: Retail financial services and Internet financial services.

Retail financial services represented 89.6%, or $280.9 million, of revenues for the nine months ended September 30, 2013.

For the nine months ended September 30, 2013 total revenues increased by $26.2 million, or 10.3%, compared to the same period in 2012. During the nine months ended September 30, 2013 retail financial services benefitted from the contribution from the Florida Acquisition as compared to 2012. Revenues were constrained in certain markets due to the election made during 2012 to cease marketing an enhanced card feature which allowed for the option of accessing third party credit related features. This decline has been offset through the consolidation of Insight Holdings. We experienced strong growth in all lending products.

Operating margin decreased for the nine months ended September 30, 2013 from 39.8% to 37.1% for the same period in 2012 as a percentage of revenue primarily reflecting the increase in provision.

For the nine months ended September 30, 2013 total revenues contributed by our Internet financial services segment represented $32.7 million. The expense structure is largely variable and is currently high reflecting investment in market share expansion. In order to establish profitable new customer relationships through the internet channel there is a need for increased marketing expenses to capture incremental share. Our Internet financial services segment has experienced a higher provision for loan losses with new customer relationships as compared to existing customer relationships. In an expansionary mode, the mix of customers has shifted towards a higher percentage of new customers. This shift in mix resulted in a higher provision for loan losses during the nine months ended September 30, 2013 as compared to our retail segment.

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 nine months ended September 30, 2012 and 2013.

Cash Flows from Operating Activities. During the nine months ended September 30, 2013, net cash provided by operating activities was $121.1 million compared to $97.4 million in the nine months ended September 30, 2012, a $23.7 million increase. This increase is primarily related to the increased provisioning from the growth of the portfolio, the decrease in required card funding due to changes with the enhanced card option in 2012, and the timing of payments to vendors.

Cash Flows from Investing Activities. During the nine months ended September 30, 2013, net cash used in investing activities was $111.9 million. The primary use of cash was the origination of $104.3 million of loans and capital expenditures as we expand our stores. During the nine months ended September 30, 2012, net cash used in investing activities was $96.6 million primarily due to loan originations and the Florida acquisition.

Cash Flows from Financing Activities. During the nine months ended September 30, 2013, net cash provided by financing activities was $28.4 million. The primary source of cash was $30.0 million in borrowings under our revolving credit facilities. During the nine months ended September 30, 2012, net cash provided by financing activities was $23.9 million and the primary source of cash was $25.0 million from the issuance of senior notes.

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, 2012 and September 30, 2013, 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 nine months ended September 30, 2012 and 2013, we spent $3.9 million and $8.9 million, respectively, on capital expenditures. The increase is primarily due to upgrading the retail locations acquired in the Florida Acquisition, investing in information technology to expand our product offerings, and re-branding stores in select markets, and opening retail locations in the Alabama 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. In the first quarter, we traditionally have 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.

A non-guarantor subsidiary of the Company issued a series of related party seller notes in an aggregate principal amount of $17.3 million 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 and "unrestricted subsidiary" (as described above). The related party Florida seller notes are non-recourse to the Company and its subsidiaries that are "restricted subsidiaries" under the term of its outstanding debt instruments, including those that guarantee such instruments. The non-guarantor and unrestricted subsidiary may offset against the related party Florida seller notes for certain adjustments and indemnification related to the Florida Acquisition.

A forbearance agreement was signed on September 28, 2012 for one related party Florida seller note with a principal amount of $1.5 million, in which the lender waived its rights to the mandatory payment, interest and right to declare a default arising from the borrower's failure to make the mandatory payment and remit interest. The forbearance agreement was mutually agreed upon pending the resolution of certain post-acquisition closing adjustments.

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 to 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 of 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 short-term consumer loans and title 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 September 30, 2013, 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. 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 include fees and interest received from loan customers. Advance fees on short-term consumer loans with terms between 14 to 30 days and title loans with terms up to 30 days are recognized as unearned finance charges at the time the loans are made. Advance fee income is recognized using the interest (actuarial) method over the term of each loan for our line-of-credit products. Advance fees on title loans with terms up to 24 months, and medium-term loans with terms up to 180 days are classified as unrecognized income at the time the loans are made.

As of September 30, 2013 and December 31, 2012, our total finance receivables net of unearned advance fees were approximately $161.8 million and $138.0 million, respectively.

We also have an equity investment in Insight Holding (the parent company of the program manager for the prepaid card offered through our subsidiaries). We recorded the 22.5% investment in Insight Holdings under the equity method of accounting effective November 2011 until consolidating the entity as a result of the VIE, as described above, effective as of April 1, 2013.

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 Credit Service Organization ("CSO programs"). For consumer loan products originated by third-party lenders under the CSO 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 CSO 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 September 30, 2013 and December 31, 2012, the

outstanding amount of active consumer loans was $6.0 million and $6.5 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 $0.9 million and $0.4 million as of September 30, 2013 and December 31, 2012, respectively.

As of September 30, 2013, 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.

To the extent we have excess cash; we invest our excess cash balances in short-term investment grade securities including money market accounts that are subject to interest rate risk. 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 September 30, 2013, we had $466.2 million of indebtedness, $436.2 million of which is not subject to variable interest rates (Federal Funds rates, LIBOR rates, Prime rates). In addition, we have access to $47.0 million of lines of credit which are subject to variable interest rates. As of September 30, 2013 we had $30.0 million outstanding on our lines of credit.

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 September 30, 2013.

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 September 30, 2013 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 do not currently have any such pending litigation, 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, 2012.

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 September 30, 2013 (unaudited) and December 31, 2012; (ii) Consolidated Statements of Operations for the Nine Months Ended September 30, 2013 (unaudited) and September 30, 2012 (unaudited); (iii) Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 (unaudited) and September 30, 2012 (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 September 30, 2013
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 September 30, 2013 (unaudited) and December 31, 2012	3
	Consolidated Statements of Operations for the three months and nine months ended September 30, 2013 (unaudited) and September 30, 2012 (unaudited)	4
	Consolidated Statements of Stockholders' Equity for the nine months ended September 30, 2013 (unaudited)	5
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 (unaudited ) and September 30, 2012 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Result of Operations	40
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	61
Item 4.	Controls and Procedures	61
Part II	Other Information
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	62
Item 6.	Exhibits	63
	Signatures	64

	September 30, 2013			December 31, 2012

Short-term consumer loans	$	102,566		$	102,913
Medium-term loans		36,716			14,855
Title loans		28,592			26,258

Gross receivables		167,874			144,026
Unearned advance fees, net of deferred loan origination costs		(6,041	)		(5,989	)

Finance receivables before allowance for loan losses		161,833			138,037
Allowance for loan losses		(14,252	)		(9,114	)

Finance receivables, net	$	147,581		$	128,923

	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, 2012		8,981,536	$	90	$	122,963	$	—		$	(38,840	)	$	84,213
Stock-based compensation expense		—		—		1,068		—			—			1,068
Non-controlling interests conversion elimination		—		—		—		28,248			—			28,248
Net income (loss)		—		—		—		(1,379	)		4,197			2,818

Balance, September 30, 2013		8,981,536	$	90	$	124,031	$	26,869		$	(34,643	)	$	116,347

	Balance 7/1/2013		Provision		Charge-Offs			Recoveries		Balance 9/30/2013		Receivables 9/30/2013

Short-term consumer loans	$	4,513	$	22,328	$	(44,569	)	$	21,972	$	4,244	$	102,566	4.14	%
Medium-term loans		3,918		8,382		(4,634	)		442		8,108		36,716	22.08	%
Title loans		1,331		3,416		(8,303	)		5,456		1,900		28,592	6.65	%

	$	9,762	$	34,126	$	(57,506	)	$	27,870	$	14,252	$	167,874	8.49	%

	Balance 1/1/2013		Provision		Charge-Offs			Recoveries		Balance 9/30/2013		Receivables 9/30/2013

Short-term consumer loans	$	4,344	$	50,771	$	(113,281	)	$	62,410	$	4,244	$	102,566	4.14	%
Medium-term loans		3,077		14,349		(10,835	)		1,517		8,108		36,716	22.08	%
Title loans		1,693		6,372		(22,245	)		16,080		1,900		28,592	6.65	%

	$	9,114	$	71,492	$	(146,361	)	$	80,007	$	14,252	$	167,874	8.49	%

	Balance 1/1/2012		Provision		Charge-Offs			Recoveries		Balance 9/30/2012		Receivables 9/30/2012

Short-term consumer loans	$	2,504	$	37,057	$	(83,943	)	$	47,482	$	3,100	$	95,439	3.25	%
Medium-term loans		2,018		9,813		(11,731	)		2,426		2,526		14,140	17.86	%
Title loans		1,104		6,219		(13,896	)		8,134		1,561		24,264	6.43	%

	$	5,626	$	53,089	$	(109,570	)	$	58,042	$	7,187	$	133,843	5.37	%

	September 30, 2013		December 31, 2012

$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

	September 30, 2013		December 31, 2012

$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	$	3,000	$	—
$40,000 Revolving credit, secured, interest rate as defined below, collateralized by all Company assets		27,000		—

		30,000		—
Less current maturities		—		—

Long-term portion	$	30,000	$	—

	September 30, 2013		December 31, 2012

$8,000 non-guarantor term note, secured, 10%, quarterly interest payments with principal due August 2016	$	7,588	$	7,500
$9,000 non-guarantor term note, secured, 10%, quarterly principal and interest payments, August 2016		7,266		8,645
$1,500 non-guarantor term note, secured, 0%, quarterly principal and interest payments, August 2016		1,345		1,185

		16,199		17,330
Less current maturities		2,723		1,731

Long-term portion	$	13,476	$	15,599

	September 30, 2013		December 31, 2012

Accounts payable	$	2,765	$	2,461
Accrued payroll		5,659		3,513
Compensated absences		2,191		1,310
Wire transfers payable		5,470		4,816
Accrual for third-party losses		948		392
Deferred rent		874		848
Bill payment		1,420		1,147
Other		6,661		4,115

	$	25,988	$	18,602

	2013

Risk-free interest rate		0.84	%
Dividend yield		0.00	%
Expected volatility		50.00	%
Expected term (years)		5.00
Weighted average fair value of options granted	$	3.66
Weighted average fair value of stock appreciation rights granted	$	3.66

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

Outstanding at December 31, 2012	1,280,160	$	7.88	7.0		N/A
Granted	942,663		8.40	8.4		N/A
Exercised	—		—	—		N/A
Forfeited or expired	473,543		—	—		N/A

Outstanding at September 30, 2013	1,749,280	$	7.62	7.1		N/A

Exercisable at September 30, 2013	487,100	$	7.17	5.4	$	563

Vested or expected to vest at September 30, 2013	1,179,010	$	7.89	7.6	$	563

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

Outstanding at December 31, 2012	35,130	$	13.51	2.1		N/A
Granted	—		—	—		N/A
Exercised	—		—	—		N/A
Forfeited or expired	—		—	—		N/A

Outstanding at September 30, 2013	35,130	$	13.51	1.4		N/A

Exercisable at September 30, 2013	11,710	$	13.51	1.4	$	97

Vested or expected to vest at September 30, 2013	35,130	$	13.51	1.4	$	290

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

Outstanding at December 31, 2012	292,944	$	—	4.5		N/A
Granted	163,944		—	2.6		N/A
Exercised	—		—	—		N/A
Forfeited or expired	163,944		—	—		N/A

Outstanding at September 30, 2013	292,944	$	—	3.8		N/A

Exercisable at September 30, 2013	201,108	$	—	3.4	$	145

Vested or expected to vest at September 30, 2013	201,108	$	—	3.4	$	145

	Year Ended December 31,		Nine Months Ended September 30,

	2012		2013
# of Locations
Beginning of Period		435		491
Acquired		54		—
Opened		7		8
Closed		5		1

End of Period		491		498

Number of states served by our internet operations		19		23

	December 31, 2012		September 30, 2013

Finance Receivables, net of unearned advance fees	$	138,037	$	161,833
Less: Allowance for loan losses		9,114		14,252

Finance Receivables, Net	$	128,923	$	147,581

	Nine Months Ended September 30,

(in thousands)	2012			2013
Net Cash Provided by Operating Activities	$	97,402		$	121,144
Net Cash Used in Investing Activities		(96,592	)		(111,926	)
Net Cash Provided by Financing Activities		23,900			28,421

Net Increase in Cash and Cash Equivalents	$	24,710		$	37,639


Date: November 14, 2013
Community Choice Financial Inc. and Subsidiaries (registrant)
/s/ MICHAEL DURBIN Michael Durbin Principal Financial Officer