FirstCash Holdings, Inc. - Quarter Report: 2012 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[ X ]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

OR

[    ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from __________ to ___________

Commission file number 0-19133

FIRST CASH FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 690 East Lamar Blvd., Suite 400 Arlington, Texas (Address of principal executive offices)	75-2237318 (I.R.S. Employer Identification No.) 76011 (Zip Code)

(817) 460-3947

(Registrant’s telephone number, including area code)

NONE

(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.

xYes   o No

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

xYes   o No

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

x  Large accelerated filer

o  Accelerated filer

o  Non-accelerated filer (Do not check if a smaller reporting company)

o  Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

oYes   x No

As of April 24, 2012, there were 28,609,333 shares of common stock outstanding.

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PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

FIRST CASH FINANCIAL SERVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)
					March 31,						December 31,
					2012			2011			2011
	ASSETS
	Cash and cash equivalents				$	30,449		$	98,169		$	70,296
	Pawn loan fees and service charges receivable					12,151			10,631			10,842
	Pawn loans					80,996			71,580			73,287
	Consumer loans, net					928			1,071			858
	Inventories					47,106			48,884			44,412
	Prepaid expenses and other current assets					3,451			10,826			9,705
	Deferred tax assets					1,078			-			1,078
		Total current assets				176,159			241,161			210,478
	Property and equipment, net					83,061			62,969			73,451
	Goodwill, net					112,544			72,214			70,395
	Other non-current assets					4,061			2,945			2,772
			Total assets		$	375,825		$	379,289		$	357,096
	LIABILITIES AND STOCKHOLDERS' EQUITY
	Current portion of notes payable				$	1,593		$	472		$	-
	Accounts payable and accrued liabilities					31,926			27,799			25,629
	Income taxes payable					8,184			11,784			9,776
	Deferred taxes payable					-			991			-
		Total current liabilities				41,703			41,046			35,405
	Revolving unsecured credit facility					18,000			-			-
	Notes payable, net of current portion					3,047			1,265			-
	Deferred income tax liabilities					10,885			10,580			6,319
			Total liabilities			73,635			52,891			41,724
	Stockholders' equity:
		Preferred stock				-			-			-
		Common stock				383			382			383
		Additional paid-in capital				148,149			146,208			147,649
		Retained earnings				351,035			278,297			333,523
		Accumulated other comprehensive income (loss) from
			cumulative foreign currency translation adjustments			(5,906)			184			(13,463)
		Common stock held in treasury, at cost				(191,471)			(98,673)			(152,720)
				Total stockholders' equity		302,190			326,398			315,372
				Total liabilities and stockholders' equity	$	375,825		$	379,289		$	357,096
	The accompanying notes are an integral part of these condensed consolidated financial statements.

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FIRST CASH FINANCIAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited, in thousands, except per share amounts)
				Three Months Ended March 31,
				2012			2011
	Revenue:
		Merchandise sales		$	86,906		$	78,305
		Pawn loan fees			34,912			28,972
		Consumer loan and credit services fees			12,987			13,224
		Other revenue			311			337
			Total revenue		135,116			120,838
	Cost of revenue:
		Cost of goods sold			54,315			48,242
		Consumer loan and credit services loss provision			2,388			2,257
		Other cost of revenue			20			46
			Total cost of revenue		56,723			50,545
	Net revenue				78,393			70,293
	Expenses and other income:
		Store operating expenses			36,319			31,718
		Administrative expenses			12,306			11,532
		Depreciation and amortization			3,036			2,647
		Interest expense			77			26
		Interest income			(81)			(99)
			Total expenses and other income		51,657			45,824
	Income from continuing operations before income taxes				26,736			24,469
		Provision for income taxes			9,224			8,564
	Income from continuing operations				17,512			15,905
		Income from discontinued operations, net of tax			-			6,651
	Net income			$	17,512		$	22,556
	Basic income per share:
		Income from continuing operations (basic)		$	0.59		$	0.51
		Income from discontinued operations (basic)			-			0.21
		Net income per basic share		$	0.59		$	0.72
	Diluted income per share:
		Income from continuing operations (diluted)		$	0.58		$	0.50
		Income from discontinued operations (diluted)			-			0.20
		Net income per diluted share		$	0.58		$	0.70
	The accompanying notes are an integral part of these condensed consolidated financial statements.

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FIRST CASH FINANCIAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands)
					Three Months Ended March 31,
					2012			2011
	Net income				$	17,512		$	22,556
	Other comprehensive income (loss):
		Currency translation adjustment, gross				11,537			5,039
		Tax expense				(3,980)			(1,806)
	Comprehensive income				$	25,069		$	25,789
	The accompanying notes are an integral part of these condensed consolidated financial statements.

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FIRST CASH FINANCIAL SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(unaudited, in thousands)

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FIRST CASH FINANCIAL SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONTINUED

(unaudited, in thousands)

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FIRST CASH FINANCIAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
					Three Months Ended March 31,
					2012			2011
	Cash flow from operating activities:
		Net income			$	17,512		$	22,556
		Adjustments to reconcile net income to net cash flow provided by operating activities:
			Non-cash portion of credit loss provision			65			187
			Share-based compensation expense			325			157
			Depreciation and amortization expense			3,036			2,659
			Deferred income taxes			585			340
			Gain on sale of consumer loan stores			-			(9,832)
		Changes in operating assets and liabilities:
			Pawn fees and service charges receivable			(848)			259
			Automotive finance receivables			-			255
			Merchandise inventories			267			(32)
			Prepaid expenses and other assets			6,470			2,651
			Accounts payable and accrued expenses			3,462			(399)
			Income taxes payable, current			(1,773)			6,289
				Net cash flow provided by operating activities		29,101			25,090
	Cash flow from investing activities:
		Pawn loan receivables				(1,768)			769
		Consumer loans				(64)			(218)
		Purchases of property and equipment				(4,226)			(5,703)
		Proceeds from sale of consumer loan stores				-			12,029
		Acquisitions of pawn stores				(43,866)			(3,950)
				Net cash flow provided by (used in) investing activities		(49,924)			2,927
	Cash flow from financing activities:
		Proceeds from debt				18,000			-
		Payments of debt				(260)			(114)
		Purchases of treasury stock				(38,751)			(1,261)
		Proceeds from exercise of share-based compensation awards				48			1,945
		Income tax benefit from exercise of stock options and warrants				127			1,764
				Net cash flow provided by (used in) financing activities		(20,836)			2,334
	Effect of exchange rates on cash					1,812			578
				Change in cash and cash equivalents		(39,847)			30,929
	Cash and cash equivalents at beginning of the period					70,296			67,240
	Cash and cash equivalents at end of the period				$	30,449		$	98,169
	The accompanying notes are an integral part of these condensed consolidated financial statements.

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FIRST CASH FINANCIAL SERVICES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 - Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements, including the notes thereto, include the accounts of First Cash Financial Services, Inc. (the “Company”), and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

These unaudited consolidated financial statements are condensed and do not include all disclosures and footnotes required by generally accepted accounting principles in the United States of America for complete financial statements. These interim period financial statements should be read in conjunction with the Company's consolidated financial statements, which are included in the Company's December 31, 2011 Annual Report on Form 10-K. The condensed consolidated financial statements as of March 31, 2012, and for the three month periods ended March 31, 2012, and 2011 are unaudited, but in management's opinion, include all adjustments (consisting of only normal recurring adjustments) considered necessary to present fairly the financial position, results of operations and cash flow for such interim periods. Operating results for the periods ended March 31, 2012, are not necessarily indicative of the results that may be expected for the full fiscal year.

The Company manages its pawn and consumer loan operations under three operating segments:  U.S. pawn operations, U.S. consumer loan operations and Mexico operations. The three operating segments have been aggregated into one reportable segment because they have similar economic characteristics and similar long-term financial performance metrics. Additionally, all three segments offer similar and overlapping products and services to a similar customer demographic, operate in similar regulatory environments, and are supported by a single, centralized administrative support platform.

The functional currency for the Company’s Mexican subsidiaries is the Mexican peso. Accordingly, the assets and liabilities of these subsidiaries are translated into U.S. dollars at the exchange rate in effect at each balance sheet date, and the resulting adjustments are accumulated in other comprehensive income (loss) as a separate component of stockholders’ equity. Revenue and expenses are translated at the monthly average exchange rates occurring during each period.

Certain amounts in prior year comparative presentations have been reclassified in order to conform to the 2012 presentation.

Recent Accounting Pronouncements

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). The amendments in ASU 2011-04 generally represent clarification of Topic 820, but also include instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards (“IFRS”). The provisions of ASU 2011-04 are effective prospectively for interim and annual periods beginning after December 15, 2011. Early adoption is prohibited. The adoption of ASU 2011-04 did not have a material effect on the Company’s financial position, results of operations or financial statement disclosures.

In December 2011, the FASB issued ASU No. 2011-12, “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011-12”). ASU 2011-12 defers certain aspects of ASU 2011-05 that relate to the presentation of reclassification adjustments. ASU 2011-12 is effective for interim and annual reporting periods beginning after December 15, 2011. The Company did not record any such reclassifications, and therefore, the adoption of ASU 2011-12 did not have a material effect on the Company’s financial position, results of operations or financial statement disclosures.

Note 2 - Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (unaudited, in thousands, except per share data):

Note 3 - Acquisitions

Consistent with the Company’s strategy to continue its expansion of pawn stores in selected markets, in January 2012, the Company acquired from BBR Unlimited, LLC, the operating entity owning the pawn loans, inventory, layaways and other operating assets and liabilities of 29 pawn stores located in western Mexico. The purchase price for these stores was $46,863,000, net of cash acquired, and was composed of $41,963,000 in cash and a note payable to the seller of $4,900,000. The acquisition has been accounted for using the purchase method of accounting. Accordingly, the purchase price was allocated to assets and liabilities acquired based upon their estimated fair market values at the date of acquisition. The excess purchase price over the estimated fair market value of the net assets acquired has been recorded as goodwill in the amount of approximately $39,386,000, which is deductible for income tax purposes. The estimated fair values of the goodwill and intangible assets acquired are preliminary, as the Company is gathering information to finalize the valuation of these assets.

The allocation of the purchase price is as follows (in thousands):

	Pawn receivables		$	2,246
	Inventory			1,296
	Other current assets			200
	Property and equipment, net			4,124
	Goodwill			39,386
	Intangible assets			988
	Other non-current assets			38
	Current liabilities			(1,415)
		Purchase price	$	46,863

The assets, liabilities and results of operations of the locations were included in the Company’s consolidated results as of the acquisition on January 10, 2012. Pro forma results of consolidated operations, and the revenue and earnings of the acquired operation earned during the year of acquisition, have not been presented because the acquisition was not significant in relation to the Company’s consolidated financial position or results of operations.

During the first quarter of 2012, there were also three stores in Texas acquired in two individually immaterial acquisitions for a total purchase price of $2,340,000, net of cash acquired, and resulted in additional recorded goodwill of $915,000.

In November 2011, the Company acquired the pawn loans, inventory, layaways and other operating assets of five pawn stores located in Indiana from R&R Pawn, Inc. The purchase price for the all-cash transaction was $3,829,000, net of cash acquired. The acquisition has been accounted for using the purchase method of accounting. Accordingly, the purchase price was allocated to assets and liabilities acquired based upon their estimated fair market values at the date of acquisition. The excess purchase price over the estimated fair market value of the net assets acquired has been recorded as goodwill in the amount of $1,806,000, which is deductible for income tax purposes. The assets, liabilities and results of operations of the locations were included in the Company’s consolidated results as of the acquisition on November 4, 2011. Pro forma results of consolidated operations, and the revenue and earnings of the acquired operation earned during the year of acquisition, have not been presented because the acquisition was not significant in relation to the Company’s consolidated financial position or results of operations.

In February 2011, the Company acquired the pawn loans, inventory, layaways and other operating assets of six pawn stores located in Indiana and Missouri from Cash-N-Pawn of Indiana, Ltd., Cash-N-Pawn of Missouri, Ltd. and Cash-N-Pawn International, Ltd. The purchase price for the all-cash transaction was $3,950,000, net of cash acquired. The acquisition has been accounted for using the purchase method of accounting. Accordingly, the purchase price was allocated to assets and liabilities acquired based upon their estimated fair market values at the date of acquisition. The excess purchase price over the estimated fair market value of the net assets acquired has been recorded as goodwill in the amount of $2,704,000, which is deductible for income tax purposes. The assets, liabilities and results of operations of the locations were included in the Company’s consolidated results as of the acquisition on February 8, 2011. Pro forma results of consolidated operations, and the revenue and earnings of the acquired operation earned during the year of acquisition, have not been presented because the acquisition was not significant in relation to the Company’s consolidated financial position or results of operations.

Note 4 - Guarantees

The Company offers a fee-based credit services organization program (“CSO Program”) to assist consumers, in Texas markets, in obtaining extensions of credit. The Company’s CSO Program in Texas is licensed as a Credit Access Business (“CAB”) under Texas Finance Code Chapter 393 and regulated by the Texas Office of the Consumer Credit Commissioner. Under the CSO Program, the Company assists customers in applying for a short-term extension of credit from an independent, non-bank, consumer lending company (the “Independent Lender”) and issues the Independent Lender a letter of credit to guarantee the repayment of the extension of credit. The extensions of credit made by the Independent Lender to credit services customers of the Company range in amount from $50 to $1,500, have terms of 7 to 35 days and bear interest at a rate of 10% on an annualized basis. The Independent Lender is considered a variable interest entity of the Company. The Company does not have any ownership interest in the Independent Lender, does not exercise control over it and is not the primary beneficiary and, therefore, does not consolidate the Independent Lender’s results with its results.

The letters of credit under the CSO Program constitute a guarantee for which the Company is required to recognize, at the inception of the guarantee, a liability for the fair value of the obligation undertaken by issuing the letters of credit. The Independent Lender may present the letter of credit to the Company for payment if the customer fails to repay the full amount of the extension of credit and accrued interest after the due date of the extension of credit. Each letter of credit expires approximately 30 days after the due date of the extension of credit. The Company’s maximum loss exposure under all of the outstanding letters of credit issued on behalf of its customers to the Independent Lender as of March 31, 2012, was $13,290,000 compared to $12,498,000 at March 31, 2011. According to the letter of credit, if the borrower defaults on the extension of credit, the Company will pay the Independent Lender the principal, accrued interest, insufficient funds fee, and late fees, all of which the Company records as a component of its credit loss provision. The Company is entitled to seek recovery, directly from its customers, of the amounts it pays the Independent Lender in performing under the letters of credit. The Company records the estimated fair value of the liability, which was immaterial at March 31, 2012, under the letters of credit in accrued liabilities. The loss provision associated with the CSO Program is based primarily upon historical loss experience, with consideration given to recent loss trends, delinquency rates, economic conditions and management’s expectations of future credit losses. See additional discussion of the loss provision and related allowances and accruals in the section titled “Results of Continuing Operations.”

Note 5 - Income Taxes

The Company files federal income tax returns in the United States and Mexico, as well as multiple state and local income tax returns in the United States. The Company’s U.S. federal income tax returns for the years ended December 31, 2006-2009 are currently being examined by the U.S. Internal Revenue Service. As of April 24, 2012, no adjustments have been proposed. The Company’s U.S. federal income tax return is not subject to examination for the tax years prior to 2006. The Company’s state income tax returns are not subject to examination for the tax years prior to 2008, with the exception of three states, which are not subject to examination for tax years prior to 2007. With respect to Mexico, the tax years prior to 2006 are closed to examination.

Note 6 - Discontinued Operations

The Company’s strategy has been to increase focus on its pawn operations and further reduce regulatory exposure from other consumer lending products, which include certain consumer loan and credit services products offered in the United States. In March 2011, the Company sold all ten of its consumer loan stores located in Illinois to a privately-held operator of check cashing and consumer lending stores. Under the terms of the agreement, the buyer purchased the outstanding customer loans, customer account lists and fixed assets, assumed leases at all the store locations and hired all of the store-level employees. During the first quarter of 2011, the Company recorded a gain of approximately $5,900,000, net of tax, or $0.18 per share, from the sale of these stores. The after-tax earnings from operations for the Illinois stores were an additional $514,000, or $0.01 per share during the first quarter of 2011.

All revenue, expenses and income reported in these financial statements have been adjusted to reflect reclassification of all discontinued operations. The carrying amounts of the assets for discontinued operations at March 31, 2011, included loans of $245,000, which were classified as a component of other current assets. The carrying amounts of the liabilities for discontinued operations at March 31, 2011, were immaterial.

There was no activity related to discontinued operations during the three months ended March 31, 2012. The following table summarizes the operating results, including gains from dispositions, of all the operations which have been reclassified as discontinued operations in the condensed consolidated statements of operations for the three months ended March 31, 2011 (unaudited, in thousands, except per share data):

						Three Months Ended
						March 31, 2011
	Consumer loan and credit services fees					$	1,458
	Consumer loan and credit services loss provision						(12)
		Net revenue					1,446
	Expenses and other (gain) loss:
		Operating and administrative expenses					577
		Depreciation and amortization					12
		Gain on sale of consumer loan stores					(9,832)
		Gain on excess collections of notes receivable					(396)
			Total expenses and other (gain)/losses				(9,639)
			Income from discontinued operations before income taxes				11,085
	Tax expense						(4,434)
			Income from discontinued operations, net of tax			$	6,651
			Income from discontinued operations (basic)			$	0.21
			Income from discontinued operations (diluted)			$	0.20

Note 7 - Commitments and Contingencies

Forward Sales Commitments

The Company periodically uses forward sale agreements with a major gold bullion bank to sell a portion of the expected amount of scrap gold and silver jewelry, which is typically broken or of low retail value, produced in the normal course of business from its liquidation of such merchandise. As of March 31, 2012, the Company had forward sales commitments through April 2012 for 500 gold ounces of its expected scrap jewelry sales. These commitments qualify for an exemption as normal sales, based on historical terms, conditions and quantities, and are therefore not recorded on the Company’s balance sheet.

Contingent Assessment

The Company transfers scrap jewelry generated by its pawn operations in Mexico into the United States, where such jewelry is melted and sold for its precious metals content, which is primarily gold. These cross-border transfers are subject to numerous import/export regulations by customs and border security authorities in both Mexico and the United States. The Company’s long-standing practice, as previously approved by customs authorities, has been to import such materials designated for remelting into the United States under certain duty-free provisions of the Harmonized Tariff Schedule of the United States. The United States Customs and Border Protection Agency (“CBP”) has requested certain transaction records pertaining to the Company’s cross-border remelting processes. In addition, CBP assessed duties on certain cross-border remelting transactions occurring in 2008 and 2009 totaling approximately $625,000 including accrued interest. The Company cannot currently estimate the likelihood that additional assessments will be issued by CBP. The Company is appealing the assessments issued to date by CBP; however, it cannot assess the likelihood that such appeals will be successful.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL   

Pawn operations accounted for approximately 90% of the Company’s revenue from continuing operations during the first quarter of 2012. The Company’s pawn revenue is derived primarily from service fees on pawn loans and merchandise sales of forfeited pawn collateral and used goods purchased directly from the general public. The Company accrues pawn loan fee revenue on a constant-yield basis over the life of the pawn loan for all pawns that the Company deems collection to be probable based on historical pawn redemption statistics. If a pawn loan is not repaid prior to the expiration of the automatic extension period, if applicable, the property is forfeited to the Company and transferred to inventory at a value equal to the principal amount of the loan, exclusive of accrued interest.

The Company’s consumer loan and credit services revenue, which is approximately 10% of consolidated year-to-date revenue from continuing operations, is derived primarily from credit services fees. The Company recognizes service fee income on consumer loans and credit services transactions on a constant-yield basis over the life of the loan or credit extension, which is generally thirty-five days or less. The net defaults on consumer loans and credit services transactions and changes in the valuation reserve are charged to the consumer loan credit loss provision. The credit loss provision associated with the CSO Program and consumer loans are based primarily upon historical credit loss experience, with consideration given to recent credit loss trends, delinquency rates, economic conditions and management’s expectations of future credit losses. See additional discussion of the credit loss provision and related allowances and accruals in the section titled “Results of Continuing Operations.”

The business is subject to seasonal variations, and operating results for the current quarter are not necessarily indicative of the results of operations for the full year. Typically, the Company experiences seasonal growth of service fees in the third and fourth quarter of each year due to loan balance growth that occurs after the heavy repayment period of pawn loans in late December in Mexico, which is associated with statutory Christmas bonuses received by customers, and in the first quarter in the United States, which is associated with tax refund proceeds received by customers. Retail sales are seasonally higher in the fourth quarter associated with holiday shopping.

OPERATIONS AND LOCATIONS

The Company has operations in the United States and Mexico. For the three months ended March 31, 2012, approximately 50% of total revenue was generated in the United States, while foreign revenue from Mexico accounted for the balance.

As of March 31, 2012, the Company had 732 locations in eight U.S. states and 23 states in Mexico, which represents a net store-count increase of 17% over the past twelve months. A total of 54 new store locations were added during the first quarter of 2012.

The following table details store openings for the three months ended March 31, 2012:

			Pawn Locations				Consumer
			Large		Small		Loan		Total
			Format (1)		Format (2)		Locations (3)		Locations
United States:
	Total locations, beginning of period		132		25		74		231
		New locations opened	2		-		-		2
		Locations acquired	3		-		-		3
		Store format conversions	-		2		(2)		-
	Total locations, end of period		137		27		72		236
Mexico:
	Total locations, beginning of period		394		19		34		447
		New locations opened	20		-		-		20
		Locations acquired	29		-		-		29
	Total locations, end of period		443		19		34		496
Total:
	Total locations, beginning of period		526		44		108		678
		New locations opened	22		-		-		22
		Locations acquired	32		-		-		32
		Store format conversions	-		2		(2)		-
	Total locations, end of period		580		46		106		732