NOTE 14: FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

In accordance with FASB ASC 820-10, Fair Value Measurements and Disclosures, our assets and liabilities, which are carried at fair value, are classified in one of the following three categories:

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

Level 2: Other observable inputs other than quoted market prices.

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

The tables below present our financial assets (liabilities) that are measured at fair value on a recurring basis as of June 30, 2014, June 30, 2013 and September 30, 2013:



	June 30, 2014			Fair Value Measurements Using
Financial assets (liabilities):	June 30, 2014			Level 1		Level 2			Level 3
	(in thousands)
Marketable equity securities	$	2,641		$	2,641	$	—		$	—
Forward contracts - assets	2,163			—		2,163			—
Convertible notes hedges	46,454			—		46,454			—
Convertible notes embedded derivative	(46,454		)	—		(46,454		)	—
Forward contracts - liabilities	(378		)	—		(378		)	—
Contingent consideration	(6,893		)	—		—			(6,893		)
Net financial assets (liabilities)	$	(2,467	)	$	2,641	$	1,785		$	(6,893	)

	June 30, 2013			Fair Value Measurements Using
Financial assets (liabilities):	June 30, 2013			Level 1		Level 2			Level 3
	(in thousands)
Marketable equity securities	$	2,910		$	2,910	$	—		$	—
Forward contracts - assets	2,395			—		2,395			—
Contingent consideration	(18,078		)	—		—			(18,078		)
Net financial assets (liabilities)	$	(12,773	)	$	2,910	$	2,395		$	(18,078	)

	September 30, 2013			Fair Value Measurements Using
Financial assets (liabilities):	September 30, 2013			Level 1		Level 2			Level 3
	(in thousands)
Marketable equity securities	$	2,339		$	2,339	$	—		$	—
Forward contracts - assets	1,813			—		1,813			—
Contingent consideration	(18,197		)	—		—			(18,197		)
Net financial assets (liabilities)	$	(14,045	)	$	2,339	$	1,813		$	(18,197	)

We measure the value of our marketable equity securities under a Level 1 input. These assets are publicly traded equity securities for which market prices are readily available. There were no transfers of assets in or out of Level 1 or Level 2 fair value measurements in the periods presented. Marketable equity securities are recorded on the condensed consolidated balance sheets under other assets, net.

Grupo Finmart measures the value of the forward contracts under a Level 2 input. To measure the fair value of the forward contracts, Grupo Finmart used estimations of expected cash flows, appropriately risk-adjusted discount rates and available observable inputs (term of the forward, notional amount, discount rates based on local and foreign rate curves, and a credit value adjustment to consider the likelihood of nonperformance). Forward contracts are recorded on the condensed consolidated balance sheets under other assets, net and deferred gains and other long-term liabilities.

The fair value of the Convertible Notes Hedges and the Convertible Notes Embedded Derivative are determined using an option pricing model based on observable Level 1 and Level 2 inputs such as implied volatility, risk free interest rate, and other factors. The Convertible Notes Hedges are recorded on the condensed consolidated balance sheet under other assets, net. The Convertible Notes Embedded Derivative is recorded on the condensed consolidated balance sheet under long-term debt, less current maturities.

We used an income approach to measure the fair value of the contingent consideration using a probability-weighted discounted cash flow approach. The significant inputs used for the valuation are not observable in the market, and thus this fair value measurement represents a Level 3 measurement within the fair value hierarchy. Contingent consideration is recorded on the condensed consolidated balance sheets under other current liabilities and deferred gains and other long-term liabilities.

During the nine-month period ended June 30, 2014, we recorded accretion expense of $0.1 million, foreign currency exchange loss on earn out payments of $1.0 million, and made a $12.1 million earn out payment related to the Grupo Finmart acquisition. In addition, during the three month period ended June 30, 2014, we recorded $0.3 million of other individually immaterial adjustments, bringing the contingent consideration liability to $6.9 million at June, 30, 2014. During the nine-month period ended June 30, 2013, we recorded accretion expense of $0.4 million. In April 2013, we paid $12.8 million in contingent consideration to Grupo Finmart's noncontrolling owners. In addition, we recorded $7.1 million of additional contingent consideration, attributable to the Go Cash and Fondo ACH acquisitions and due to Grupo Finmart's acquisition of a loan portfolio, bringing the contingent consideration liability to $18.1 million at June 30, 2013. The accretion expense and foreign currency exchange loss amounts are included in administrative expenses and other (income) expense, respectively, in our condensed consolidated statements of operations.

Financial Assets, Temporary Equity, and Liabilities Not Measured at Fair Value

Our financial assets, temporary equity, and liabilities as of June 30, 2014, June 30, 2013 and September 30, 2013, that are not measured at fair value in the condensed consolidated balance sheets, are as follows:



	Carrying Value		Estimated Fair Value
	June 30, 2014		June 30, 2014		Fair Value Measurement Using
	June 30, 2014		June 30, 2014		Level 1		Level 2		Level 3
Financial assets:	(in thousands)
Cash and cash equivalents	$	49,999	$	49,999	$	49,999	$	—	$	—
Restricted cash	13,248		13,248		13,248		—		—
Pawn loans	157,491		157,491		—		—		157,491
Consumer loans, net	76,748		77,550		—		—		77,550
Pawn service charges receivable, net	29,307		29,307		—		—		29,307
Consumer loan fees and interest receivable, net	38,351		38,351		—		—		38,351
Restricted cash, non-current	22,473		22,473		22,473		—		—
Non-current consumer loans, net	51,798		52,629		—		—		52,629
Total	$	439,415	$	441,048	$	85,720	$	—	$	355,328

Temporary equity:
Redeemable noncontrolling interest	$	36,645	$	38,042	$	—	$	—	$	38,042

Financial liabilities:
2% cash convertible senior notes due 2019	$	183,694	$	183,694	$	—	$	183,694	$	—
Secured foreign currency debt	30,809		30,623		—		30,623		—
Consumer loans facility due 2019	56,075		56,216		56,216		—		—
Unsecured Notes	37,394		37,478		30,008		7,470		—
Secured Notes	27,231		26,617		—		26,617		—
Total	$	335,203	$	334,628	$	86,224	$	248,404	$	—

	Carrying Value		Estimated Fair Value
	June 30, 2013		June 30, 2013		Fair Value Measurement Using
	June 30, 2013		June 30, 2013		Level 1		Level 2		Level 3
Financial assets:	(in thousands)
Cash and cash equivalents	$	45,955	$	45,955	$	45,955	$	—	$	—
Restricted cash	3,132		3,132		3,132		—		—
Pawn loans	154,095		154,095		—		—		154,095
Consumer loans, net	42,883		45,193		—		—		45,193
Pawn service charges receivable, net	28,590		28,590		—		—		28,590
Consumer loan fees and interest receivable, net	35,315		35,315		—		—		35,315
Restricted cash, non-current	2,182		2,182		2,182		—		—
Non-current consumer loans, net	82,935		94,873		—		—		94,873
Total	$	395,087	$	409,335	$	51,269	$	—	$	358,066

Temporary equity:
Redeemable noncontrolling interest	$	56,837	$	56,837	$	—	$	—	$	56,837

Financial liabilities:
Domestic line of credit	$	122,500	$	122,500	$	—	$	122,500	$	—
Secured foreign currency debt	33,526		33,228		—		33,228		—
Consumer loans facility due 2017	32,251		32,316		32,316		—		—
Unsecured Notes	39,347		38,243		15,349		22,894		—
Secured Notes	4,275		3,839		—		3,839		—
Total	$	231,899	$	230,126	$	47,665	$	182,461	$	—



	Carrying Value		Estimated Fair Value
	September 30, 2013		September 30, 2013		Fair Value Measurement Using
	September 30, 2013		September 30, 2013		Level 1		Level 2		Level 3
Financial assets:	(in thousands)
Cash and cash equivalents	$	36,317	$	36,317	$	36,317	$	—	$	—
Restricted cash	3,312		3,312		3,312		—		—
Pawn loans	156,637		156,637		—		—		156,637
Consumer loans, net	64,683		74,979		—		—		74,979
Pawn service charges receivable, net	30,362		30,362		—		—		30,362
Consumer loan fees and interest receivable, net	36,292		36,292		—		—		36,292
Restricted cash, non-current	2,156		2,156		2,156		—		—
Non-current consumer loans, net	70,294		89,693		—		—		89,693
Total	$	400,053	$	429,748	$	41,785	$	—	$	387,963

Temporary equity:
Redeemable noncontrolling interest	$	55,393	$	55,557	$	—	$	—	$	55,557

Financial liabilities:
Domestic line of credit	$	140,900	$	140,900	$	—	$	140,900	$	—
Secured foreign currency debt	30,310		31,832		—		31,832		—
Consumer loans facility due 2017	31,951		32,027		32,027		—		—
Unsecured Notes	39,029		38,734		15,686		23,048		—
Secured Notes	4,185		4,026		—		4,026		—
Total	$	246,375	$	247,519	$	47,713	$	199,806	$	—

Cash and cash equivalents and restricted cash bear interest at market rates and have maturities of less than 90 days.

The total U.S. pawn loan term ranges between 30 and 120 days, consisting of the primary term and grace period. The total Mexico pawn loan term is 40 days, consisting of the primary term and grace period.

We record pawn service charges using the interest method for all pawn loans we believe to be collectible. We base our estimate of collectible loans on several unobservable inputs, including recent redemption rates, historical trends in redemption rates and the amount of loans due in the following two months.

Consumer loan fees and interest receivable are carried in the consolidated balance sheet net of the allowance for uncollectible consumer loan fees and interest receivable, which is based on recent loan default experience adjusted for seasonal variations and collection percentages.

Based on the short-term nature of the assets discussed above we estimate that their carrying value approximates fair value.

Consumer loans, including long-term unsecured consumer loans made by Grupo Finmart, are carried in the consolidated balance sheet net of the allowance for estimated loan losses, which is based on recent loan default experience adjusted for seasonal variations. Consumer loans, other than those made by Grupo Finmart, have relatively short maturity periods that are generally less than one year; therefore, we estimate that their carrying value approximates fair value. Consumer loans made by Grupo Finmart have an average term of approximately 30 months. We estimated the fair value of the Grupo Finmart consumer loans by applying an income approach (the present value of future cash flows). Key assumptions include an annualized probability of default as well as a discount rate based on the funding rate plus the portfolio liquidity risk.

The fair value of the redeemable noncontrolling interest was estimated by applying an income approach. This fair value measurement is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement. Key assumptions include discount rates ranging from 10% to 18%, representing discounts for lack of control and lack of marketability that market participants would consider when estimating the fair value of the noncontrolling interest.

We measure the fair value of our financial liabilities using an income approach. The carrying value of the Convertible Notes as of June 30, 2014 is accreting to the $230.0 million redemption value using a discount rate of approximately 7%, which approximated the Company’s fair-value incremental borrowing rate for a similar debt instrument (without the cash conversion feature) as of the date of issuance and thus represents a Level 2 measurement. Fair value measurements for our domestic line of credit were calculated using discount rates based on an estimated senior secured spread plus term matched risk free rates as of the valuation dates. We utilize credit quality-related zero rate curves for Mexican Pesos built by a price vendor authorized by the Comisión Nacional Bancaria y de Valores to determine the fair value measurements of the remaining financial liabilities that are classified as Level 2. For fair value measurements that are classified as Level 1, we utilize quoted price and yield inputs from Bloomberg and a price vendor authorized by the Comisión Nacional Bancaria y de Valores.