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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on August 23, 2011

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Community Choice Financial Inc.
(Exact name of registrant as specified in its charter)

Ohio
(State of Incorporation)
  6099
(Primary Standard Industrial
Classification Code Number)
  45-1536453
(I.R.S. Employer
Identification No.)

7001 Post Road, Suite 200
Dublin, Ohio 43016
(614) 798-5900

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

William E. Saunders, Jr.
Chief Executive Officer
7001 Post Road, Suite 200
Dublin, Ohio 43016
(614) 798-5900
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Bridgette Roman, Esq.
Senior Vice President, Secretary and
General Counsel
7001 Post Road, Suite 200
Dublin, Ohio 43016
Tel: (614) 798-5900
Fax: (614) 760-4057

 

Christopher M. Kelly, Esq.
Michael J. Solecki, Esq.

Jones Day
222 East 41st Street
New York, NY 10017-6702
Tel: (212) 326-3939
Fax: (212) 755-7306

 

Craig F. Arcella, Esq.
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, NY 10019-7475
Tel: (212) 474-1000
Fax: (212) 474-3700



Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.     o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     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.

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


CALCULATION OF REGISTRATION FEE

       
 
Title of Each Class of
Securities to be Registered

  Proposed Maximum
Aggregate
Offering Price(1)(2)

  Amount of
Registration Fee(3)

 

Common shares, par value $0.01 per share

  $230,000,000   $26,703

 

(1)
Includes common shares that the underwriters have an option to purchase.
(2)
This amount represents the proposed maximum aggregate offering price of the securities registered hereunder to be sold by the registrant and the selling shareholders. These figures are estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
(3)
Calculated pursuant to Rule 457(o) under the Securities Act of 1933 based on an estimate of the proposed maximum offering price.

           The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission acting, pursuant to said Section 8(a), may determine.


The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 22, 2011

             Shares

GRAPHIC

Community Choice Financial Inc.

Common Shares



        Prior to the offering, there has been no public market for our common shares. The initial public offering price per share is expected to be between $             and $             per share. We have applied to list our common shares on The Nasdaq Global Market under the symbol "CCFI".

        We are selling             common shares, and the selling shareholders are selling an additional             common shares.

        The underwriters have an option to purchase a maximum of             additional shares from the selling shareholders to cover over-allotments of shares.

         Investing in our common shares involves risks. See "Risk Factors" beginning on page 21.



 
  Price to
Public
  Underwriting
Discounts and
Commissions
  Proceeds to
Company
  Proceeds to
Selling
Shareholders
 
Per Share   $     $     $     $    
Total   $     $     $     $    

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

        Delivery of the common shares will be made on or about             , 2011.

Joint Book-Running Managers

Credit Suisse

Jefferies

 

Stephens Inc.


Lead Manager

 

Co-Manager
JMP Securities   William Blair & Company

The date of this Prospectus is             , 2011.


Table of Contents


TABLE OF CONTENTS

 
  Page  

PROSPECTUS SUMMARY

    1  

RISK FACTORS

    21  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

    40  

INDUSTRY AND MARKET DATA AND PERFORMANCE DATA

    41  

CERTAIN FINANCIAL AND OTHER INFORMATION

    42  

USE OF PROCEEDS

    43  

DIVIDEND POLICY

    44  

CAPITALIZATION

    45  

DILUTION

    46  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

    47  

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

    53  

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

    59  

BUSINESS

    88  

MANAGEMENT

    113  

PRINCIPAL AND SELLING SHAREHOLDERS

    137  

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

    138  

DESCRIPTION OF CERTAIN INDEBTEDNESS

    139  

DESCRIPTION OF CAPITAL STOCK

    143  

SHARES ELIGIBLE FOR FUTURE SALE

    147  

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS APPLICABLE TO NON-U.S. HOLDERS

    149  

UNDERWRITING

    153  

LEGAL MATTERS

    157  

EXPERTS

    157  

WHERE YOU CAN FIND MORE INFORMATION

    157  

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

    F-1  



         You should rely only on the information contained in this prospectus or in any free writing prospectus prepared by us or to which we have referred you. We have not, the selling shareholders have not, and the underwriters have not, authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

         Until                        (25 days after the commencement of the offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.


Table of Contents


PROSPECTUS SUMMARY

         This summary highlights certain information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all the information that may be important to you. For a more complete understanding of our business and this offering, you should read the entire prospectus, including the historical consolidated financial statements and pro forma consolidated statements of operations included elsewhere in this prospectus. You should also carefully consider the matters discussed under "Risk Factors". When we present historical financial information on a "pro forma basis", we provide such information after giving effect to each of the acquisition of CCCS Corporate Holdings, Inc., which we completed in April 2011, the acquisition of 10 stores in Illinois, which we completed in March 2011, and the acquisition of 19 stores in Alabama, which we completed in March 2010, and to each of the offering of our 10.75% senior secured notes due 2019 and the establishment of our $40 million revolving credit facility, each of which we completed in April 2011, and this offering, as described in more detail under "Unaudited Pro Forma Condensed Consolidated Financial Information". When we present operating information on a "combined basis", we provide such information after combining the operating information of Community Choice Financial Inc. (formerly CheckSmart Financial Holdings Corp., or CheckSmart), and CCCS Corporate Holdings, Inc., or CCCS, for the period presented. In this prospectus, unless the context requires otherwise, references to "CCFI", "we", "our", "us" or the "Company" refer to Community Choice Financial Inc. and to our predecessor, CheckSmart, as the context requires.

Overview

        We are a leading retailer of alternative financial services to unbanked and underbanked consumers through a network of 433 retail storefronts across 14 states. We focus on providing a wide range of convenient consumer financial products and services to help customers manage their day-to-day financial needs, including short-term consumer loans, title loans, check cashing, prepaid debit cards, money transfers, bill payments and money orders. Although the majority of our customers have banking relationships, we believe that our customers use our financial services because they are convenient, transparent and, in many instances, more affordable than available alternatives.

        We strive to provide customers with unparalleled customer service in a safe, clean and welcoming environment. Our stores are located in highly visible, accessible locations that allow customers convenient and immediate access to our services. Our professional work environment combines high employee performance standards, incentive-based pay and a wide array of training programs to incentivize our employees to provide superior customer service. We believe that this approach has enabled us to build strong customer loyalty, putting us in a position to expand and continue to capitalize on our innovative product offerings. As a result of our focus on store selection and design and our efforts to provide consistent, high-quality customer service, we have achieved per store revenue and per store Adjusted EBITDA contribution levels that we believe substantially exceed all of our publicly traded competitors. See "Certain Financial Measures and Other Information" for an explanation of how we calculate these metrics and "—Summary Historical Consolidated Financial Data" for a reconciliation of our net income to Adjusted EBITDA.

        We serve the large and growing market of individuals who have limited or no access to traditional sources of consumer credit and financial services. A study conducted by the Federal Deposit Insurance Corporation, or FDIC, published in 2009 indicates 25.6% of U.S. households are either unbanked or underbanked, representing approximately 60 million adults. As traditional financial institutions increase fees for consumer services, such as checking accounts and debit cards, and tighten credit standards as a result of economic and other market driven developments, consumers have looked elsewhere for less expensive and more convenient alternatives to meet their financial needs. According to a recent Federal Reserve Bank of New York report, total consumer credit outstanding has declined over $1.0 trillion since its peak in the third quarter of 2008. This contraction in the supply of consumer credit has resulted in significant unmet demand for consumer loan products.

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        On April 29, 2011, we acquired CCCS, an alternative financial services business with 141 stores, primarily in California, that have similar product offerings to ours, and which we believe provides us with significant growth opportunities. We refer to this transaction as the California Acquisition. See "—Recent Acquisitions".

        For the year ended December 31, 2010, on a pro forma basis, we generated $310.4 million in revenue, $28.1 million in adjusted net income and $101.9 million in Pro Forma Adjusted EBITDA. For the six months ended June 30, 2011, on a pro forma basis, we generated $157.1 million in revenue, $12.5 million in adjusted net income and $48.3 million in Pro Forma Adjusted EBITDA. For a reconciliation of adjusted net income to Pro Forma Adjusted EBITDA for each of these periods, see "—Summary Unaudited Pro Forma Condensed Consolidated Financial Information".

Products and Services

        We offer several convenient, fee-based services to meet the needs of our customers, including short-term consumer loans, title loans, check cashing, prepaid debit cards, money transfers, bill payments, money orders, international and domestic prepaid phone cards, tax preparation, auto insurance, motor vehicle registration services and other ancillary retail financial services. The following charts reflect the major categories of services that we currently offer and the revenues from these services on a pro forma basis for the year ended December 31, 2010 as well as the number of store locations we have in each state:

Pro Forma Net Revenue by Product Group

 

Store Count by State

GRAPHIC

 

GRAPHIC

        Consumer Loans.     We offer a variety of consumer loan products and services. We believe that our customers find our consumer loan products and services to be convenient, transparent and lower-cost alternatives to other, more expensive short-term options, such as incurring returned item fees, credit card late fees, overdraft or overdraft protection fees, utility late payment, disconnect and reconnect fees and other charges imposed by other financing sources when they do not have sufficient funds to cover unexpected expenses or other needs. Our customers often have limited access to more traditional sources of consumer credit such as credit cards.

        The specific short-term consumer loan products we offer vary by location, but generally include the following types of loans:

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  Year ended
December 31, 2010
  Six months
ended
June 30, 2011
 

Loan volume (in millions)

  $ 1,467   $ 696  

Number of loans (in thousands)

    3,885     1,776  

Average originated loan size

  $ 377.69   $ 391.98  

Average originated loan fee

  $ 41.13   $ 43.46  

Loan loss provision as a percentage of loan volume

    2.4 %   2.4 %

Note:
This information does not reflect line of credit loans offered in four stores in Virginia. See "Certain Financial Measures and Other Information".
    Title Loans.   Title loans are short-term, asset-based loans whereby the customer obtains cash using a vehicle as collateral. We offer this product in 243 of our 433 stores. The amount of funds made available is based on the vehicle's value, and our policies typically authorize loans based on the wholesale value of the vehicle in exchange for a first priority lien on the customer's otherwise unencumbered vehicle title. The customer receives the benefit of immediate cash and retains possession of the vehicle while the loan is outstanding. During 2010, the principal amount of our title loans averaged approximately $1,100. Our title loans are offered in seven of the 14 states in which we operate including: Alabama, Arizona, California, Kansas, Missouri, Utah and Virginia.

        On a combined basis, our title loan portfolio balance as of December 31, 2010 was $14.3 million and as of June 30, 2011 was $14.8 million.

        On a pro forma basis, consumer loan products, including short-term consumer loans and title loans, accounted for 57% and 59% of our net revenue for the year ended December 31, 2010 and the six-month period ended June 30, 2011, respectively. See "Certain Financial and Other Information" for a description of how we calculate net revenue.

        Check Cashing.     We offer check cashing services in 419 of our 433 stores, which represents all of our stores other than 10 stores we recently acquired in Illinois and four of our stores in Virginia. Prior to cashing a check, our customer service representatives verify the customer's identification and enter the payee's social security number and the payor's bank account information in our internal, proprietary databases, which match these fields to prior transactions in order to mitigate our risk of loss. Although we have established guidelines for approving check cashing transactions, we do not impose maximum check size restrictions. Subject to appropriate approvals, we accept all forms of checks, including payroll, government, tax refund, insurance, money order, cashiers' and personal checks. Our check cashing fees vary depending upon the amount and type of check cashed, applicable state regulations and local market conditions.

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        The following table presents key operating data for our check cashing business on a combined basis.

 
  Year ended
December 31, 2010
  Six months
ended
June 30, 2011
 

Face amount of checks cashed (in millions)

  $ 2,631   $ 1,320  

Number of checks cashed (in thousands)

    5,987     2,862  

Face amount of average check

  $ 439.09   $ 461.28  

Average fee per check

  $ 14.24   $ 14.77  

Fee as a percentage of average check size

    3.2 %   3.2 %

Returned check expense (% of face amount)

    0.2 %   0.2 %

        On a pro forma basis, check cashing accounted for 31% and 27% of our net revenue for the year ended December 31, 2010 and the six-month period ended June 30, 2011, respectively.

        Prepaid Debit Card Services.     One of our fastest growing businesses is the sale and servicing of prepaid debit cards, which we offer in all of our 433 stores. As an agent for a third-party debit card provider, we offer access to reloadable prepaid debit cards with a variety of enhanced features that provide our customers with a convenient and secure method of accessing their funds in a manner that meets their individual needs. The cards are provided by Insight LLC, or Insight, and our stores serve as distribution points where customers can purchase cards as well as load funds onto and withdraw funds from their cards. Customers can elect to receive check cashing proceeds on their cards without having to worry about security risks associated with carrying cash. The cards can be used at most places where MasterCard® branded debit cards are accepted. These cards offer our customers the ability to direct deposit all or a portion of their payroll checks onto their cards, receive real-time wireless alerts for transactions and account balances, and utilize in-store and online bill payment services. In addition to these basic features available on all of the cards offered in our stores, we offer two additional card options with enhanced features. One of the enhanced feature cards provides, at the customer's option, a lower-cost overdraft protection option compared to the typical overdraft fees charged by traditional banks. The other enhanced card option allows qualifying customers to receive loan proceeds from a state-licensed third-party lender directly onto their cards, which we believe is an innovative feature of these cards. This feature is currently offered in Arizona and certain stores in Ohio, and we intend to introduce it in additional states in the future.

        Since we began offering Insight cards in April 2010, we have experienced substantial growth in our prepaid debit card business. Active Insight accounts, which we define as accounts reflecting any activity during the preceding 90 days, grew from the beginning of our agreement with Insight in April 2010 to over 87,000 active customers in December 2010. In June 2011, we also began converting the CCCS prepaid card business to the Insight program. By June 30, 2011, on a combined basis, the number of our active Insight accounts had grown to over 95,000 active customers. We are paid certain agent fees from Insight that are based on monthly card fees, overdraft charges, interchange fees and ATM access fees. In addition, we earn fees from the sale of prepaid debit cards and are required to pre-fund certain card activity when customers load funds onto their cards. Our pre-funding obligation arises as a result of the time lag between when customers load funds onto their cards in our stores and when funds are subsequently remitted to the banks that issue the cards. We also are required to pre-fund amounts in order to fund our obligation to purchase loan participations when our Arizona customers

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receive loan proceeds from a third-party lender onto their cards. The following table presents key operating data for our prepaid debit card services business, on a combined basis, as of June 30, 2011:

 
  As of
June 30, 2011
 

Active card holders in network ( in thousands )

    95.0  

Active direct deposit customers ( in thousands )

    19.8  

        On a pro forma basis, debit card services accounted for 4% and 6% of our net revenue for the year ended December 31, 2010 and the six-month period ended June 30, 2011, respectively.

        Other Products and Services.     Introducing new products into our markets has historically created profitable revenue expansion. Other products and services that we currently offer through our stores include money transfer, bill payment, and international and prepaid phone cards. Additionally, we piloted a new tax preparation offering during the first quarter of 2011. Its impact on our 2011 financial statements was not material but the offering was well received by our customers and we believe it represents an example of an avenue for growth in future years. These other products and services provide revenues and help drive additional traffic to our stores, resulting in increased volume across all of our product offerings. On a pro forma basis, other products and services accounted for 8% of our net revenue for both the year ended December 31, 2010 and the six-month period ended June 30, 2011.

Recent Acquisitions

        On April 29, 2011, we acquired CCCS, an alternative financial services business with similar product offerings as CheckSmart. CheckSmart, together with CCCS and certain other parties, executed an agreement and plan of merger, under which CCFI, a newly formed holding company, acquired all outstanding shares of both CheckSmart and CCCS. We refer to this transaction as the California Acquisition. In connection with consummating the California Acquisition, we also issued $395 million in aggregate principal amount of our 10.75% senior secured notes due 2019, which we refer to as our senior notes, and entered into a $40 million senior secured revolving credit facility, which we refer to as our revolving credit facility. The net proceeds from the offering of the senior notes, together with the initial borrowings under our revolving credit facility and cash on hand, were used to retire the outstanding debt of CheckSmart and CCCS and to pay a special dividend to our shareholders and bonuses to our management. We refer to the consummation of the California Acquisition, the offering of our senior notes, the establishment of our revolving credit facility, and the application of the use of proceeds therefrom as the Transactions.

        In addition to the California Acquisition, we have recently acquired:

    10 stores in Illinois, which we acquired on March 21, 2011 in an asset purchase transaction. We refer to this transaction as the Illinois Acquisition;

    19 stores in Alabama, which we acquired in March 2010. We refer to this transaction as the Alabama Acquisition; and

    Eight stores in Michigan, which we acquired in August 2009. We refer to this transaction as the Michigan Acquisition.

        We have been able to integrate our existing product offerings and customer service oriented approach to significantly increase revenues at acquired stores following both the Alabama and Michigan Acquisitions. We have invested significant resources in building a scalable company-wide platform, in areas such as collections, call center operations, information technology, legal, compliance and accounting in order to quickly and successfully integrate acquired stores into our existing business.

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        We continue to review potential acquisition targets and intend to selectively pursue acquisitions where we see attractive opportunities.


INDUSTRY OVERVIEW

        We operate in a segment of the financial services industry that serves unbanked and underbanked consumers in need of convenient and immediate access to cash and other financial products and services, often referred to as "alternative financial services". Our industry provides services to an estimated 60 million unbanked and underbanked consumers in the United States. Products and services offered by this industry segment include various types of short-term loans (including payday loans, title loans, small installment loans, internet loans and pawn loans), check cashing, prepaid card products, rent-to-own products, bill payment services, tax preparation, money orders and money transfers. Consumers who use these services are often underserved by banks and other traditional financial institutions and referred to as "unbanked" or "underbanked" consumers.

        We believe that consumers seek our industry's services for numerous reasons, including because they often:

    prefer and trust the simplicity, transparency and convenience of our products;

    may have a dislike or distrust of banks due to confusing and complicated fee structures that are not uncommon for traditional bank products;

    require access to financial services outside of normal banking hours;

    have an immediate need for cash for sudden financial challenges and unexpected expenses;

    have been rejected for or are unable to access traditional banking or other credit services;

    seek an alternative to the high cost of bank overdraft fees, credit card and other late payment fees and utility reconnection fees; and

    wish to avoid potential negative credit consequences of missed payments with traditional creditors.

        Demand in our industry has been fueled by several demographic and socioeconomic trends, including an overall increase in the population and stagnant to declining growth in the household income for working-class individuals. In addition, many banks have reduced or eliminated services that working-class consumers require, due to the higher costs associated with serving these consumers and increased regulatory and compliance costs. The necessity for our products was highlighted by a recent paper from the National Bureau of Economic Research, or NBER, which found that half of the Americans surveyed reported that it is unlikely that they would be able to gather $2,000 to cover a financial emergency, even if given a month to obtain funds. As a result of these trends, a significant number of retailers in other industries have begun to offer financial services to these consumers. The providers of these services are fragmented and range from specialty finance stores to retail stores in other industries that offer ancillary financial services.

        We believe that the markets in which we operate are highly fragmented. Stephens Inc., or Stephens, estimates that short-term consumer lenders generated approximately $40.0 billion of domestic transaction volume in 2010 from approximately 19,200 storefronts and 150 online lenders. Financial Service Centers of America, Inc., or FiSCA, estimated that in 2007 there were approximately 13,000 check-cashing and other fee-based financial service locations in the United States that cashed approximately $58.0 billion in aggregate face amount of checks.

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        We anticipate consolidation within the industry will continue as a result of numerous factors, including:

    economies of scale available to larger operators;

    adoption of technology to better serve customers and control large store networks;

    increased licensing, zoning and other regulatory requirements; and

    the inability of smaller operators to form the alliances necessary to deliver new products and adapt to changes in the regulatory environment.

        The prepaid debit card space is one of the most rapidly growing segments of our industry. Mercator Advisory Group's, or Mercator's, analysis of the prepaid debit card industry indicates that $28.6 billion was loaded onto general-purpose reloadable cards during 2009, a 47% growth rate from 2008, and estimates that the total general-purpose reloadable card market will grow at a compound annual growth rate of 63% from 2007 to 2013, reaching an estimated $201.9 billion in load volume by 2013. A March 2011 study conducted by Bretton Woods, Inc., or Bretton Woods, concluded that the adoption of reloadable prepaid debit cards may surpass the opening of new checking accounts in the coming years as a result of the fact that prepaid debit cards, particularly when combined with direct deposit, will in many instances be less expensive for consumers than traditional checking accounts.

        We take an active leadership role in numerous trade organizations that represent our industry interests and promote best practices within the industry, including the Community Financial Services Association of America, FiSCA, the National Branded Prepaid Card Association and the American Association of Responsible Auto Lenders.


OUR STRENGTHS

        We believe the following strengths differentiate us from our competitors in the marketplace and will enable us to maintain our position as a leading retailer in the alternative financial services industry.

        Leading Market Position with Industry Leading Operating Metrics.     We are one of the largest operators in our industry. We operate 433 stores across 14 states, in an industry that remains highly fragmented. As a result of our focus on store selection and design and our efforts to provide consistent, high-quality customer service, we have achieved per store revenue and per store Adjusted EBITDA contribution levels that we believe substantially exceed all of our publicly traded competitors. For the year ended December 31, 2010, on a pro forma basis, we generated revenue per store of over $716,000, with each store contributing, on average, more than $235,000 to Adjusted EBITDA. We estimate that these figures are approximately 1.2 to 3.0 times and 1.2 to 5.5 times, respectively, those of our publicly-traded peers over the same period. For an explanation of how we calculate these figures, see "Certain Financial Measures and Other Information".

        Best-in-Class Customer Service.     We believe that our retailing competency and our focus on and reputation for superior customer service have been key drivers of our success. We seek to consistently deliver fast, professional service with courteous, personalized treatment designed to ensure that customers feel valued and respected. Our superior customer service culture is primarily the result of the following:

    Convenient store layout, locations and hours.   Our stores are generally designed to maximize customer traffic and privacy while minimizing customer wait time. Our stores typically have five to seven teller stations, which we believe is substantially more than our competitors typically offer and which allow us to serve multiple customers simultaneously and reduce customer wait time. We seek to place our stores in locations that are easily accessible, have ample parking and are in areas of high commercial traffic. We use highly visible signage to attract customers and reinforce brand recognition. Our management believes that our stores are typically open longer

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      hours than those of our competitors and that we have more 24-hour stores than any of our competitors. Stores are typically open from 8 a.m. to 8 p.m., Monday through Saturday, and 11 a.m. to 5 p.m. on Sunday. Twenty-seven of our stores are open 24 hours per day.

    Highly Trained and Long Tenured Employees.   We dedicate significant resources to training and retaining our employees, resulting in what we believe is meaningfully lower employee turnover compared to our peers. Our branch employees are trained and incentivized to be efficient and helpful in meeting customer needs. We believe our approach promotes customer trust and, ultimately, customer loyalty. All of our district and regional managers have experience working in our stores, having gained operational expertise and local market awareness, which we believe translates into the ability to make and implement appropriate strategic and operational decisions. We maintain an internal, centralized collections department that is staffed with personnel who specialize in collection activities. Our centralized collections model allows store-level employees to focus on customer service while leaving collections activities to dedicated and skilled professionals. We have designed an incentive-based compensation structure that we believe keeps our branch employees, managers and collections specialists properly motivated.

        Diversified Revenue Mix.     We operate a scalable business model with significant product and geographic diversification across our operating platform. Our diverse product offerings allow us to better serve our customers by providing a solution that fits their particular financial needs. We expect our product diversification to increase in 2011 and future years as a result of anticipated higher growth in prepaid debit card products, title loans and other newly released products. Our business is also geographically diverse, with operations in 14 states.

        Proven History of Successful Acquisition Integration.     We have successfully integrated a number of acquisitions, including acquisitions of both companies and selected stores, into our operations. We have invested significant resources in building a scalable company-wide platform in areas such as collections, call center operations, information technology, and legal and compliance, in order to successfully integrate acquired companies and stores into our business. This scalable infrastructure and proven acquisition platform has allowed us to successfully integrate and improve the operations of stores that we acquire while implementing our unique retail focus at those stores. For example, we have been able to integrate our existing product offerings and customer service oriented approach to significantly increase store-level revenues following the acquisition of 19 stores in Alabama and eight stores in Michigan, with both markets representing revenue growth in excess of 20% through the first half of 2011 as compared to the first half of 2010. In both California and Illinois, we have introduced our enhanced service offerings following those acquisitions and are driving our retail model to create revenue growth.

        Track Record of Flexible and Innovative Execution.     Historically, we have proactively and successfully responded to legislative developments in the jurisdictions in which we operate and have continued to offer innovative products that meet our customers' financial needs. In states where the market has been impacted by disruptive legislative developments, we have generally been able to utilize our execution capabilities to modify and introduce products that comply with the applicable legislative frameworks but preserve, to the greatest extent possible, our financial performance. We have not exited any markets as a result of regulatory changes. Despite recent changes in the regulatory regimes in a number of the states in which we operate, from 2008 to 2010, we grew revenue and Adjusted EBITDA at compound annual growth rates of 8.9% and 16.4%, respectively.

        Scalable IT Infrastructure and Compliance Focus.     We have committed significant resources to develop a scalable technology platform capable of supporting significant growth. Our point-of-sale systems and collections and accounting systems interface with each other, allowing close monitoring of store performance and collections while also providing real-time reporting capabilities. Our IT infrastructure enables us to centrally control and implement changes to consumer loan agreement terms

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or Truth-in-Lending disclosures required by statutory or regulatory developments. We utilize our scalable IT infrastructure with robust internal compliance systems and audit teams, which regularly evaluate each store to confirm strict adherence to applicable laws and regulations and test store-based systems that are in place to detect and prevent fraudulent activities. Our Chief Compliance and Technology Officer serves as an executive level officer and is actively involved in the process of developing new products and bringing them to market.

        Experienced and Innovative Management Team and Sponsor.     Our management team consists of individuals highly experienced in the short-term consumer loan, check cashing and prepaid debit card industries, as well as other financial and retail-based businesses. Ted Saunders, our Chief Executive Officer, who has been with us for five years and was promoted from Chief Financial Officer to Chief Executive Officer in 2008, has managed all areas of operations and finance during his tenure. Kyle Hanson, our President, has been with us for 13 years and was previously a District Manager, Regional Manager and then our Vice-President of Store Operations before assuming his current position. Our Chief Compliance and Technology Officer, Chad Streff, has been with us for ten years. Michael Durbin, our Chief Financial Officer, joined us in 2008. Additionally, since our Sponsor's initial investment in 2006, Diamond Castle and its board designees have provided us with valuable operational and strategic experience and insight. Our Chairman, Gene Lockhart, has substantial experience in retail financial services and card products and services, having previously served as President Global Retail Bank at Bank of America, President and Chief Executive Officer of MasterCard International and Chairman of NetSpend Corporation.


GROWTH STRATEGY

        Our goal is to be the provider of choice for short-term consumer loans, check cashing and related services in each of the markets in which we operate. Our strategy is to capitalize on our competitive strengths to increase our revenues, profitability and cash flow through (1) continuing to integrate CCCS into our operations, (2) expanding use of prepaid debit cards, (3) developing new products and services and (4) seeking additional opportunistic acquisitions.

        Integrate CheckSmart and CCCS Operations and Leverage Best Practices of Both Companies.     The combination of CCCS with CheckSmart provided us with a unique opportunity to expand our market presence in California through an established platform that shared many of CheckSmart's operating practices and philosophies, including a customer service-oriented retail business model, diverse product offerings, attractive and prominent real estate and comprehensive information technology infrastructure. We believe the California market offers a stable regulatory environment for our products and services, as California's enabling legislation has remained substantially unchanged since its passage 15 years ago. In combining CCCS's 114 Northern California stores with CheckSmart's existing 17 Northern California stores, we believe we are the alternative financial services market leader in Northern California by store count, with a combined population of approximately 14.3 million in the Northern California markets we serve. We believe CCCS's check cashing practices are among the best in the industry, as their centralized check verification service allows them to process the cashing of checks at a relatively high rate and volume with relatively low loss rates. We have now implemented these practices across our markets and have centralized certain aspects of our check-cashing approval practices in our facility in Dublin, Ohio, and we believe we will achieve improved check cashing efficiencies as a result. We have also begun introducing elements of CheckSmart's retail model within CCCS's operations. We have altered CCCS's product offerings and certain fee rates, moving from a corporate-driven business model. We have also instituted changes at the corporate office to better align with the store-support focus of our retail model. We have also altered employee incentives with respect to CCCS's operations to better align them with our retail model. The impact of these changes is beginning to appear in store level performance. In the two months since the close of the California Acquisition, we have leveraged our lending best practices and have grown short-term consumer loan

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revenue in our newly-acquired CCCS stores by 22.4% over the comparable period in 2010. We also anticipate introducing certain other of our best practices at existing CCCS stores in order to enhance further the CCCS store base, particularly in the areas of consumer lending and prepaid debit card products. We believe that we will be able to increase further store volume in CCCS stores, bringing store-level performance closer to the performance we have historically experienced across the rest of our store portfolio.

        Expanding Use of Prepaid Debit Cards.     The launch of prepaid debit card products in our stores has been highly successful to date and we anticipate positioning our card platform as a central strategy to address our customers' wide range of financial needs. We believe that the continuing emergence of prepaid debit cards as an attractive alternative to cash for unbanked and underbanked consumers presents an opportunity for continued growth of the products we market among our customer base, particularly for our check cashing customers. Through our flexible vendor relationship with Insight, we are able to provide customer service for card products directly to customers at our stores. Many of our customers have historically used cash as their primary payment vehicle but may benefit from the convenience, security and freedom associated with a widely accepted electronic payment instrument. We believe that having customers direct deposit all or a portion of their payroll checks onto cards, as well as the convenience and security of the enhanced feature cards that we offer in certain of our stores (including cards with overdraft protection options and the ability to receive loan proceeds from third-party lenders directly onto cards), increases customer loyalty and retention.

        Developing New Products and Services.     We provide a comprehensive suite of products and services in our stores and continually focus on developing new and complementary products and services to better serve our customers. For example, in 2006 we began offering title loans in Arizona and currently offer title loans in seven states. Similarly, in 2009, we began offering a reloadable prepaid debit card product in Ohio and we now offer card products in all of our markets. We intend to continue to evaluate and offer new products and services to meet the needs of our customers and to increase customer loyalty and our market share. We believe that our scalable infrastructure and our retailing expertise provide us with the ability to innovate in product development. We also believe that our ability to introduce new products or adapt and evolve our current products and services allows us to increase our store traffic and enhances our ability to address potential legislative or regulatory changes. In our 2011 media survey, our customers, when asked what other services they would be interested in receiving from us, voiced a desire for us to provide them with a broader range of product offerings, including car insurance, tax preparation and other services.

        Additional Opportunistic Acquisitions.     We intend to continue to expand our network of stores opportunistically through strategic acquisitions in our current markets as well as in new domestic and, possibly, international markets. We believe that our scalable infrastructure and acquisition platform enables us to successfully integrate and improve the operations of stores that we acquire. At the stores we acquired in Alabama and Michigan, we were able to substantially improve store level operating profit during the first year following each acquisition. For the period ended June 30, 2011, the trailing twelve-month revenues from the stores acquired through the Michigan and Alabama Acquisitions had increased 108% and 58% respectively since the time of each applicable acquisition. We intend to leverage our experience in implementing best practices and improving the financial performance of acquired stores. In the past, we have opportunistically acquired loan portfolios and customer lists from small competitors and will continue to evaluate these opportunities in the future as an efficient means by which to grow transaction volume in our existing stores and deliver our full suite of services to a broader customer base.

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OUR EQUITY SPONSOR

        Founded in 2004, Diamond Castle Holdings, LLC, or Diamond Castle or our Sponsor, is a leading private equity investment firm with over $1.85 billion of capital under management. The Diamond Castle partners have an established history of successful investing at DLJ Merchant Banking Partners dating back to the early 1990s. The firm invests across a range of industries, with particular focus on the financial services, energy and power, and healthcare sectors. The Community Choice Financial investment was led by Gene Lockhart, the Chairman of Financial Institutions at Diamond Castle, who was formerly President of the Global Retail Bank at Bank of America, CEO of MasterCard International and Chairman of NetSpend Corporation. In addition to Community Choice Financial, Diamond Castle's current portfolio of companies includes Alterra Capital, EverBank Financial, Beacon Health Strategies, Managed Health Care Associates, KDC Solar and Professional Directional. Upon completion of this offering, Diamond Castle will beneficially own approximately        % of our outstanding common shares, or approximately        % of our outstanding common shares if the underwriters fully exercise their overallotment option.


CORPORATE INFORMATION

        Community Choice Financial Inc. is a corporation formed in Ohio in April 2011. Our corporate offices are located at 7001 Post Road, Suite 200, Dublin, Ohio 43016. Our telephone number is (614) 798-5900 and our website is located at www.ccfi.com. Information appearing on our website is not part of this prospectus.

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THE OFFERING

Common shares offered

  By us:            common shares

 

By the selling shareholders:            common shares

Common shares to be outstanding after this offering

 

                        common shares

Option to purchase additional shares

 

The selling shareholders have granted the underwriters an option for a period of 30 days to purchase up to an aggregate of an additional            common shares.

Use of proceeds

 

We estimate that the net proceeds to us of this offering, after deducting the underwriting discount and estimated offering expenses, will be approximately $             million. We intend to use the net proceeds for general corporate purposes, including acquisitions or the repayment of debt. We will not receive any of the proceeds from the sale of common shares by the selling shareholders, including in connection with any exercise of the underwriters' overallotment option. See "Use of Proceeds".

Dividend policy

 

We do not expect to pay dividends on our common shares in the foreseeable future. Our future decisions concerning the payment of dividends on our common shares will depend upon our results of operations, financial condition, contractual obligations, business prospects and capital expenditure plans, as well as any other factors that our board of directors may consider relevant. See "Dividend Policy".

Proposed Nasdaq Global Market symbol

 

We have applied to list our common shares on The Nasdaq Global Market, under the symbol "CCFI".

Risk factors

 

See "Risk Factors" beginning on page 21 and other information included in this prospectus for a discussion of factors you should carefully consider before deciding whether to invest in our common shares.

        Unless otherwise indicated, this prospectus:

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following table sets forth CCFI's summary historical consolidated financial and other data, as of and for the years ended December 31, 2008, 2009 and 2010 and as of and for the six-month periods ended June 30, 2010 and June 30, 2011. The summary historical financial and other data as of December 31, 2009 and 2010 and for each of the years ended December 31, 2008, 2009 and 2010 have been derived from, and should be read together with, CCFI's audited historical consolidated financial statements and the accompanying notes included elsewhere in this prospectus. The summary historical consolidated financial and other data as of December 31, 2008 have been derived from CCFI's audited historical consolidated financial statements not included in this prospectus. The summary historical consolidated financial data as of June 30, 2011 and for the six-month periods ended June 30, 2010 and June 30, 2011 were derived from, and should be read together with, our unaudited consolidated financial statements included elsewhere in this prospectus. The summary historical consolidated financial data as of June 30, 2010 have been derived from CCFI's unaudited consolidated financial statements not included in this prospectus. The unaudited financial data includes, in our opinion, all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of our financial position and results of operations for these periods.

        You should read the following information in conjunction with "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and CCFI's consolidated financial statements and related notes included elsewhere in this prospectus.

 
  Year Ended December 31,   Six Months Ended
June 30,
 
(In thousands)
  2008   2009   2010   2010   2011  
 
   
   
   
  (unaudited)
 

Statement of Operations Data:

                               

Finance receivable fees

  $ 152,732   $ 136,957   $ 146,059   $ 69,929   $ 81,471  

Check cashing fees

    25,634     53,049     55,930     27,746     32,814  

Card fees

    1,808     2,063     10,731     2,663     8,757  

Other

    8,845     10,614     11,560     5,921     8,218  
                       
 

Total revenues

    189,019     202,683     224,280     106,259     131,260  
                       

Branch expenses:

                               
 

Salaries and benefits

    33,738     34,343     38,759     19,869     24,129  
 

Provision for loan losses

    37,544     43,463     40,316     17,682     23,694  
 

Occupancy

    13,457     13,855     14,813     7,173     8,840  
 

Depreciation and amortization

    10,422     6,613     5,318     2,458     2,545  
 

Other

    21,420     22,652     27,994     12,666     15,728  
                       

Total branch expenses

    116,581     120,926     127,200     59,848     74,936  
                       

Branch gross profit

    72,438     81,757     97,080     46,411     56,324  
                       

Corporate expenses

    31,795     31,518     34,177     16,676 (1)   30,597 (1)

Depreciation and amortization

    1,063     568     1,222     652     1,012  

Interest expenses, net

    16,191     11,532     8,501     4,429     11,660  

Goodwill impairment

    53,263                  

Nonoperating income, management fees

    (260 )   (172 )   (46 )   (22 )   (22 )
                       
 

Income (loss) before provision (benefit) for income taxes, discontinued operations, and extraordinary item

    (29,614 )   38,311     53,226     24,676     13,077  

Provision (benefit) for income taxes

    (10,635 )   14,042     19,801     9,469     6,137  
                       

Income (loss) from continuing operations

    (18,979 )   24,269     33,425     15,207     6,940  

Income (loss) from discontinued operations(2)

    482     368     (2,196 )   (2,196 )    
                       

Income (loss) before extraordinary item

    (18,497 )   24,637     31,229     13,011     6,940  

Extraordinary item(3)

    3,913                  
                       
 

Net income (loss)

    (22,410 )   24,637     31,229     13,011     6,940  

Net loss attributable to non-controlling interests

            (252 )       (120 )
                       

Net income (loss) attributable to controlling interests

  $ (22,410 ) $ 24,637   $ 31,481   $ 13,011   $ 7,060  
                       

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  Year Ended December 31,   Six Months Ended
June 30,
 
(In thousands, except per share and share amounts)
  2008   2009   2010   2010   2011  
 
   
   
   
  (unaudited)
 

Earnings per share—basic

                               
 

Operating income (loss) available to controlling interests—per share

  $ (18.55 ) $ 23.72   $ 32.91   $ 14.86   $ 6.26  
   

Discontinued operations—per share

    0.47     0.36     (2.15 )   (2.15 )    
   

Extraordinary item—per share

    (3.82 )                
                       
 

Net income (loss) available to controlling interests—per share

  $ (21.90 ) $ 24.08   $ 30.76   $ 12.71   $ 6.26  
                       

Earnings per share—diluted

                               
 

Operating income (loss) available to controlling Interests—per share

  $ (18.55 ) $ 23.29   $ 32.00   $ 14.44   $ 5.99  
   

Discontinued operations—per share

    0.47     0.35     (2.09 )   (2.08 )    
   

Extraordinary item—per share

    (3.82 )                
                       
 

Net income (loss) available to controlling interests—per share

  $ (21.90 ) $ 23.64   $ 29.91   $ 12.36   $ 5.99  
                       

Weighted average common shares outstanding—basic

    1,023,256     1,023,256     1,023,256     1,023,256     1,128,329  
                       

Weighted average common shares outstanding—diluted

    1,023,256     1,041,886     1,052,393     1,052,974     1,178,622  
                       

 

 
  Year Ended December 31,   Six Months Ended
June 30,
 
(In thousands, except for stores data, averages,
percentages or unless otherwise specified)
  2008   2009   2010   2010   2011  
 
   
   
   
  (unaudited)
 

Balance Sheet Data (at period end):

                               

Cash and cash equivalents

  $ 25,883   $ 27,959   $ 39,780   $ 32,422   $ 57,084  

Finance receivables, net

    51,954     66,035     81,337     64,412     96,997  

Total assets

    266,922     280,476     310,644     295,883     480,668  

Total debt

    195,800     193,365     188,934     191,455     395,000  

Total stockholders' equity

    50,768     77,791     109,791     90,967     51,348  

Other Operating Data (unaudited):

                               

Number of stores (at period end)

    252     264     282     283     433  

Short-term consumer loans data(4):

                               

Loan volume

  $ 1,116,869   $ 1,162,086   $ 1,237,163   $ 566,741   $ 624,567  

Number of loans

    2,919     2,816     2,956     1,336     1,487  

Average new loan size

  $ 382.63   $ 412.67   $ 418.53   $ 424.21   $ 420.02  

Average new loan fee

  $ 50.84   $ 42.79   $ 43.14   $ 45.74   $ 44.82  

Loan loss provision

  $ 33,849   $ 28,856   $ 29,991   $ 12,277   $ 14,783  

Loan loss provision as a percentage of volume

    3.0 %   2.5 %   2.4 %   2.2 %   2.4 %

Check cashing data:

                               

Face amount of checks cashed ( in millions )

  $ 821   $ 1,309   $ 1,443   $ 712   $ 928  

Number of checks cashed

    1,857     3,029     3,292     1,558     2,009  

Face amount of average check

  $ 442.36   $ 432.08   $ 438.13   $ 457.10   $ 461.70  

Average fee per check

  $ 13.80   $ 17.51   $ 16.99   $ 17.80   $ 16.33  

Returned check expense

  $ 1,760   $ 3,058   $ 3,034   $ 1,280   $ 2,453  

Returned check expense as a percentage of face amount of checks cashed

    0.2 %   0.2 %   0.2 %   0.2 %   0.3 %

Other Financial Data (unaudited):

                               

EBITDA(5)

  $ 47,894   $ 57,392   $ 66,323   $ 30,019   $ 28,414  

Adjusted EBITDA(5)

    53,138     59,421     72,012     33,215     38,683  

Capital expenditures

    2,969     2,383     1,688     1,620     1,136  

(1)
Includes year-to-date transaction expenses of $0.2 million and $8.7 million for the six-month periods ended June 30, 2010 and 2011, respectively.

(2)
Discontinued operations is presented net of provision (benefit) for income tax of 38% for the years ended December 31, 2008, 2009 and 2010 and the six-month period ended June 30, 2010.

(3)
Represents costs incurred in connection with ballot initiatives in Ohio and Arizona in 2008.

(4)
Does not reflect line of credit loans offered in four stores in Virginia.

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(5)
EBITDA is defined as net income attributable to controlling interests plus provision for income taxes, net interest expense, and depreciation and amortization. Adjusted EBITDA represents EBITDA as adjusted for certain items described in the table below.


EBITDA is presented because we believe it is useful to investors as a widely accepted financial indicator of our operating performance. We utilize EBITDA frequently in our decision-making because we believe it provides meaningful information regarding our operating performance and facilitates comparisons to our historical operating results.



We also use, and we believe investors also benefit from the presentation of, Adjusted EBITDA to assess our operating performance. Adjusted EBITDA excludes certain expenses that we do not consider indicative of our ongoing performance, and therefore we believe that Adjusted EBITDA makes it easier for investors and others to evaluate our results on a normalized basis and to compare our operating results from period to period.



EBITDA and Adjusted EBITDA are not defined under United States generally accepted accounting principles, or GAAP, should not be considered in isolation or as a substitute for measures of our performance prepared in accordance with GAAP and are not indicative of income from operations as determined under GAAP. Because not all companies use identical calculations, the presentation of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.

    The following table provides an unaudited reconciliation of net income (loss) attributable to controlling interest to EBITDA and Adjusted EBITDA:

 
  Year Ended December 31,   Six Months Ended
June 30,
 
 
  2008   2009   2010   2010   2011  
 
  (In thousands)
 

Net income (loss) attributable to controlling interest

  $ (22,410 ) $ 24,637   $ 31,481   $ 13,011   $ 7,060  

Provision for (benefit from) income taxes

    (10,635 )   14,042     19,801     9,469     6,137  

Interest expense, net

    16,191     11,532     8,501     4,429     11,660  

Depreciation and amortization (Branch)

    10,422     6,613     5,318     2,458     2,545  

Depreciation and amortization (Corporate)(a)

    54,326     568     1,222     652     1,012  
                       
 

EBITDA

    47,894     57,392     66,323     30,019     28,414  
                       

Discontinued operations(b)

    (482 )   (368 )   2,196     2,196      

Sponsor management fee(c)

    797     833     1,184     653     498  

Sponsor collateral fee(d)

            400         107  

Transaction expenses(e)

            237     73     8,698  

Non-cash gain(f)

    383     361             19  

Non-cash compensation(g)

    529     1,057     338     169     52  

Ohio DIT tax(h)

    104     146     105     105     144  

Non-recurring legal settlement(i)

            900          

Latin Card consolidated loss(j)

            329         751  

Extraordinary item(k)

    3,913                  
                       
 

Adjusted EBITDA

  $ 53,138   $ 59,421   $ 72,012   $ 33,215   $ 38,683  
                       

(a)
Includes accelerated amortization due to impairment of goodwill in 2008. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Goodwill".

(b)
Reflects results, net of tax, of our discontinued Florida commercial check cashing business. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Discontinued Operations".

(c)
Represents fees paid by us to Diamond Castle. See "Certain Relationships and Related-Party Transactions".

(d)
Represents fees paid by us to Diamond Castle with respect to an arrangement of treasury management services.

(e)
Represents legal and due diligence expenses incurred in connection with acquisitions.

(f)
Represents non-cash (loss) gain on properties sold by us.

(g)
Represents non-cash compensation expense incurred in connection with employee equity grants.

(h)
Represents Ohio's dealer intangibles tax, which is a replacement for the franchise tax that is not accounted for as income tax in our consolidated financial statements.

(i)
Represents amounts reserved in connection with the anticipated settlement of litigation in California stemming from employee claims under California law and which is currently pending final court approval. See "Business—Legal Proceedings".

(j)
Represents results attributable to Latin Card Strategy, LLC, or Latin Card, an entity which we formerly consolidated for purposes of our financial statements prior to March 31, 2011. In May 2011, we decreased our ownership interest in Latin Card to 49% and no longer consolidate the results of this entity for purposes of our financial statements.

(k)
Represents costs incurred in connection with ballot initiatives in Ohio and Arizona.

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CCCS

        The following table sets forth CCCS's summary historical consolidated financial and other data as of and for the years ended December 31, 2008, 2009 and 2010 and as of and for the three-month periods ended March 31, 2010 and March 31, 2011. The summary historical financial and other data as of December 31, 2009 and 2010 and for each of the years ended December 31, 2008, 2009 and 2010 have been derived from, and should be read together with, CCCS's audited historical consolidated financial statements and the accompanying notes included elsewhere in this prospectus. The summary historical consolidated financial data as of March 31, 2011 and for the three-month periods ended March 31, 2010 and March 31, 2011 were derived from, and should be read together with, CCCS's unaudited consolidated financial statements included elsewhere in this prospectus. The summary historical consolidated financial data as of March 31, 2010 have been derived from CCCS's unaudited consolidated financial statements not included in this prospectus. The unaudited financial data includes, in our opinion, all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of CCCS's financial position and results of operations for these periods.

        You should read the following information in conjunction with "Capitalization" and CCCS's consolidated financial statements and related notes included elsewhere in this prospectus.

 
  Year Ended December 31,   Three Months Ended
March 31,
 
(In thousands)
  2008   2009   2010   2010   2011  
 
   
   
   
  (unaudited)
 

Statement of Operations Data:

                               

Revenue:

                               
 

Short-term consumer loans fees, net

  $ 25,016   $ 25,799   $ 32,278   $ 7,479   $ 8,105  
 

Check cashing fees

    28,352     27,797     29,408     7,582     7,428  
 

Other revenue

    9,752     9,787     12,402     2,714     3,365  
                       
   

Total revenue

    63,120     63,383     74,088     17,775     18,898  
                       
 

Store expenses

    36,015     35,054     44,931     10,456     10,933  
                       
   

Stores gross profit

    27,105     28,329     29,157     7,319     7,965  
                       

Corporate and other expenses:

                               
 

Selling, general, and administrative expenses

    6,005     6,273     6,608     1,613     1,884  
 

Non-recurring class action settlement costs

        2,313              
 

Non-recurring debt acquisition costs

        107              
 

Interest expense and finance fees

    7,927     4,646     4,436     1,099     1,031  
 

Depreciation and amortization

    4,085     3,698     3,630     815     954  
 

Goodwill and other intangibles impairment

                    28,986  
                       
   

Total corporate and other expenses

    18,017     17,037     14,674     3,527     32,855  
                       
   

Income (loss) from continuing operations before provision for income taxes

    9,088     11,292     14,483     3,792     (24,890 )
 

Provision (benefit) for income taxes

    2,575     2,864     4,716     1,691     (7,780 )
                       
   

Income (loss) from continuing operations

    6,513     8,428     9,767     2,101     (17,110 )
 

Loss from discontinued operations

            (457 )   (53 )    
                       
   

Net income (loss)

    6,513     8,428     9,310     2,048     (17,110 )
   

Net income (loss) attributable to non-controlling interest

    3,762     3,460     3,832     741     (3,750 )
                       
   

Net income (loss) attributable to CCCS Corporate Holdings Inc. 

  $ 2,751   $ 4,968   $ 5,478   $ 1,307   $ (13,360 )
                       

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  Three Months Ended March 31,  
 
  Year Ended December 31,  
(in thousands, except for stores data, averages, percentages or unless otherwise specified)
 
  2008   2009   2010   2010   2011  
 
   
   
   
  (unaudited)
 

Balance Sheet Data (at period end):

                               

Cash

  $ 37,845   $ 33,655   $ 26,125   $ 32,673   $ 25,260  

Advances and fees receivables, net

    9,002     12,230     14,416     10,401     12,148  

Total assets

    177,101     182,764     179,077     180,931     145,450  

Total debt

    91,515     88,023     80,023     86,023     73,923  

Total stockholders' equity

    56,936     63,676     70,992     64,888     53,769  

Other Operating Data (unaudited):

                               

Number of stores (at period end)

    104     119 *   141     141     141  

Company owned

    104     119 *   141     141     141  

Short-term consumer loans data:

                               

Loan volume

  $ 172,377   $ 178,865   $ 230,153   $ 46,170   $ 54,727  

Number of loans

    697     736     929     187     220  

Average new loan size

  $ 247   $ 243   $ 248   $ 246   $ 249  

Average new loan fee

  $ 35.89   $ 35.03   $ 34.74   $ 36.85   $ 36.58  

Loan loss provision

  $ 5,302   $ 4,450   $ 5,330   $ 1,448   $ 1,881  

Loan loss provision as a percentage of volume

    3.08 %   2.49 %   2.32 %   2.96 %   1.61 %

Check cashing data:

                               

Face amount of checks cashed (in millions)

  $ 1,160   $ 1,093   $ 1,188   $ 284   $ 307  

Number of checks cashed

    2,578     2,427     2,695     589     650  

Face amount of average check

  $ 450   $ 451   $ 441   $ 482   $ 472  

Average fee per check

  $ 11.00   $ 11.45   $ 10.91   $ 12.46   $ 11.43  

Returned check expense

  $ 1,475   $ 1,223   $ 1,451   $ 268   $ 275  

Returned check expense as a percent of face amount of checks cashed

    0.13 %   0.11 %   0.12 %   0.09 %   0.09 %

Other Financial Data (unaudited):

                               

Capital expenditures

  $ 2,720   $ 11,794   $ 4,866   $ 2,885   $ 946  

*
Includes 18 stores acquired on December 29, 2009, which had a minimal impact on 2009 results.

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SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

        The pro forma information set forth below gives effect to the California Acquisition, the Illinois Acquisition, the Alabama Acquisition, the senior notes offering, the establishment of our revolving credit facility and this offering, as if they had each occurred on January 1, 2010. We have derived the pro forma consolidated financial data for the year ended December 31, 2010 by calculating the historical consolidated financial data for the year ended December 31, 2010 for CCFI and for the year ended December 31, 2010 for CCCS, and then applying pro forma adjustments to give effect to such transactions. We have derived the pro forma consolidated financial data for the six-month period ended June 30, 2011 by calculating the historical consolidated financial data for the period ended June 30, 2011 for CCFI and for the period ended April 29, 2011 for CCCS, the date of the California Acquisition, and then applying pro forma adjustments to give effect to such transactions. The pro forma information is unaudited, is for informational purposes only and is not necessarily indicative of what our financial position or results of operations would have been had such transactions been completed as of the dates indicated and does not purport to represent what our results of operations might be for any future period.

        The following summary pro forma consolidated financial data should be read in conjunction with "Selected Historical Consolidated Financial Data", "Unaudited Pro Forma Consolidated Financial Information", "Use of Proceeds", "Management's Discussion and Analysis of Financial Condition and Results of Operations", and the consolidated financial statements of CCFI and CCCS and the accompanying notes thereto included elsewhere in this prospectus.

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  Pro Forma  
 
  Year Ended December 31, 2010   Six Months Ended June 30, 2011  
 
  (in thousands)
 

Statement of Operations Data:

             

Finance receivable fees

  $ 188,637   $ 93,411  

Check cashing fees

    86,798     42,286  

Card fees

    12,989     9,454  

Other

    21,933     11,902  
           
 

Total revenues

    310,357     157,053  
           

Branch expenses:

             
 

Salaries and benefits

    64,082     32,004  
 

Provision for loan losses

    48,620     25,025  
 

Occupancy

    23,981     11,831  
 

Depreciation and amortization

    6,995     2,688  
 

Other

    35,061     17,866  
           

Total branch expenses

    178,739     89,414  
           

Branch gross profit

    131,618     67,639  

Corporate expenses

    39,083     23,214  

Depreciation and amortization

    3,076     2,087  

Interest expense, net

    45,316     22,423  

Nonoperating income, management fees

    (46 )   (22 )
           

Income before income taxes

    44,189     19,937  
 

Provision for income taxes

    16,367     7,603  
           
 

Net income

    27,822     12,334  
 

Net loss attributable to non-controlling interests

    (252 )   (120 )
           
 

Adjusted net income

  $ 28,074   $ 12,454  
           

Other Financial Data (unaudited):

             

Pro Forma EBITDA

  $ 99,828   $ 47,255  
           

Pro Forma Adjusted EBITDA

    101,938     48,341  

Combined historical capital expenditures:

             
 

New stores

    171      
 

Acquisitions

    6,012     11,109  
 

Maintenance and other

    3,250     1,421  
 

Total capital expenditures

    9,433     12,530  

        Pro Forma EBITDA is defined as pro forma adjusted net income attributable to controlling interests plus provision for income taxes, net interest expense, and depreciation and amortization. Pro Forma Adjusted EBITDA represents Pro Forma EBITDA as adjusted for certain items described in the table below.

        EBITDA (including Pro Forma EBITDA) is presented because we believe it is useful to investors as a widely accepted financial indicator of our operating performance. We utilize EBITDA frequently in our decision-making because it provides meaningful information regarding our operating performance and facilitates comparisons to our historical operating results.

        We also use, and we believe investors also benefit from the presentation of, Adjusted EBITDA (including Pro Forma Adjusted EBITDA) to assess our operating performance. Adjusted EBITDA excludes certain expenses that we do not consider indicative of our ongoing performance, and therefore

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we believe that Adjusted EBITDA makes it easier for investors and others to evaluate our results on a normalized basis and to compare our operating results from period to period.

        Pro Forma EBITDA and Pro Forma Adjusted EBITDA are not defined under GAAP, should not be considered in isolation or as a substitute for measures of our performance prepared in accordance with GAAP and are not indicative of income from operations as determined under GAAP. Because not all companies use identical calculations, the presentation of EBITDA and Adjusted EBITDA (including such measures presented on a Pro Forma basis) may not be comparable to other similarly titled measures of other companies.

        The following table provides an unaudited reconciliation of pro forma adjusted net income to Pro Forma EBITDA and Pro Forma Adjusted EBITDA for the year ended December 31, 2010 and the six months ended June 30, 2011:

 
  Pro Forma  
 
  Year Ended
December 31,
2010
  Six Months
Ended June 30,
2011
 
 
  (in thousands)
 

Pro forma adjusted net income

  $ 28,074   $ 12,454  
           

Provision for income taxes

    16,367     7,603  

Interest expense, net

    45,316     22,423  

Depreciation and amortization (store-level)

    6,995     2,688  

Depreciation and amortization (corporate)

    3,076     2,087  
           
 

Pro Forma EBITDA

    99,828     47,255  
           

Latin Card(a)

    329     751  

Loss/Gain on Disposition of Assets(b)

        19  

Litigation Settlement(c)

    900      

Sponsor collateral fee(d)

    400     107  

Non-cash compensation

    376     65  

Ohio DIT tax(e)

    105     144  
           
 

Pro Forma Adjusted EBITDA

  $ 101,938   $ 48,341  

(a)
Represents results attributable to Latin Card Strategy, LLC, or Latin Card, an entity which we formerly consolidated for purposes of our financial statements prior to March 31, 2011. In May 2011, we decreased our ownership interest in Latin Card to 49% and no longer consolidate the results of this entity for purposes of our financial statements.

(b)
Represents non-cash (loss) gain on properties sold by us.

(c)
Represents amounts reserved in connection with the anticipated settlement of litigation in California stemming from employee claims under California law and which is currently pending final court approval. See "Business—Legal Proceedings".

(d)
Represents fees paid by us to Diamond Castle with respect to an arrangement of treasury management services.

(e)
Represents Ohio's dealer intangibles tax, which is replacement for the franchise tax that is not accounted for as income tax in our consolidated financial statements.

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RISK FACTORS

        An investment in our common shares involves a significant degree of risk. Prior to making an investment decision, you should carefully consider, along with other information set forth in this prospectus, the following risk factors. The following risks and uncertainties could materially adversely affect our business, financial condition or operating results. In this event, the trading price of our common shares could decline, and you could lose part or all of your investment.

Risks Related to Our Business

We are subject to regulation at both the state and federal levels that is subject to varying interpretations, and our failure to comply with applicable regulations could result in significant liability to us as well as significant additional costs to bring our business practices into compliance.

        Our business and products are subject to extensive regulation by state, federal and local governments that may impose significant costs or limitations on the way we conduct or expand our business. In general, these regulations are intended to protect consumers and not our shareholders. See "Business—Regulation and Compliance" for a discussion of the regulatory environment in which we operate.

        These regulations include those relating to:

        Most state laws that specifically regulate our products and services establish allowable fees, interest rates and other financial terms. In addition, many states regulate the maximum amount, maturity, frequency and renewal or extension terms of the loans we provide, as well as the number of simultaneous or consecutive loans. The terms of our products and services vary from state to state in order to comply with the specific laws and regulations of those states.

        Our business is also regulated at the federal level. Our lending, like our other activities, is subject to routine oversight by the Federal Trade Commission, or FTC, and, effective July 2011 and as discussed in more detail below, is also subject to supervision by the Consumer Financial Protection Bureau, or CFPB. See "—The Dodd-Frank Act authorizes the newly created CFPB to adopt rules that could potentially have a serious impact on our ability to offer short-term consumer loans and it also empowers the CFPB and state officials to bring enforcement actions against companies that violate federal consumer financial laws."

        In addition, our lending activities are subject to disclosure and non-discrimination requirements, as well as requirements governing electronic payments and transactions. In 2007, the U.S. Congress effectively prohibited lenders from making certain short-term consumer loans to members of the U.S. military, active-duty reservists and National Guard, and their respective dependents. Our operations are

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also subject to the rules and oversight of the Internal Revenue Service and U.S. Treasury related to the Bank Secrecy Act and other anti-money laundering laws and regulations.

        Regulatory authorities and courts have considerable discretion in the way they interpret licensing and other statutes under their jurisdiction and may seek to interpret or enforce existing regulations in new ways. If we fail to observe, or are not able to comply with, applicable legal requirements (as such requirements may be interpreted by courts or regulatory authorities), we may be forced to modify or discontinue certain product service offerings or to invest additional amounts to bring our product service offerings into compliance, which could adversely impact our business, results of operations and financial condition. In addition, in some cases, violation of these laws and regulations could result in fines, penalties and other civil and/or criminal penalties. For example, state laws may require lenders that charge interest at rates considered to be usurious or that otherwise violate the law to pay a penalty equal to the principal and interest due for a given loan or loans or a multiple of the finance charges assessed. Depending on the nature and scope of a violation, fines and other penalties for non-compliance of applicable requirements could be significant and could have a material adverse effect on our business, results of operation and financial condition.

Changes in applicable laws and regulations, including adoption of new laws and regulations, governing consumer protection, lending practices and other aspects of our business could have a significant adverse impact on our business, results of operations, financial condition and ability to meet our obligations, or make the continuance of our current business impractical, unprofitable or impossible.

        We are subject to the risk that the laws and regulations governing our business are subject to change. State legislatures, the U.S. Congress, and various regulatory bodies may adopt legislation, regulations or rules that could negatively affect our results of operations or make the continuance of our current business impractical, unprofitable or impossible.

        For instance, at the federal level, bills were introduced in Congress in 2008 and 2009 that would have placed a federal cap of 36% on the APR applicable to all consumer loan transactions. Another bill directed at payday loans would have placed a 15-cent-per-dollar borrowed ($0.15/$1.00) cap on fees for cash advances, banned rollovers (which is a practice that allows consumers to pay a fee to extend the term of a payday or other short-term loan), and required us to offer an extended payment plan that would have severely restricted many of our payday lending products. Consumer advocacy groups and other opponents of payday and title lending are likely to continue their efforts before Congress, state legislatures and, now, the CFPB, to adopt laws or promulgate rules that would severely limit, if not eliminate, such loans.

        Various states have also enacted or considered laws and regulations that could affect our business. Since July 1, 2007, several states in which we operate, including Florida, Illinois, Indiana, Kentucky, Ohio, and Virginia, have enacted laws (or in the case of Arizona, allowed the deferred presentment law to expire) that have impacted our short-term consumer loan business by adversely modifying or eliminating our ability to offer the loan products we previously offered in our stores in those jurisdictions. Recent state legislation has included the adoption of maximum APRs at rates well below a rate at which short-term consumer lending is profitable, the implementation of statewide consumer databases combined with the adoption of rules limiting the maximum number of payday or other short-term consumer loans any one customer can have outstanding at one time or in the course of a given period of time, the adoption of mandatory cooling-off periods for consumer borrowers and the implementation of mandatory and frequently cost-free installment repayment plan options for borrowers who request them, who default on their loans or who claim an inability to repay their loans.

        We cannot currently assess the likelihood of the enactment of any future unfavorable federal or state legislation or regulations. We cannot assure you that further legislative or regulatory initiatives will not be enacted that would severely restrict, prohibit or eliminate our ability to offer small denomination loan products to consumers. Future legislative or regulatory actions could entail reductions of the fees

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and interest that we are currently allowed to charge, limitations on loan amounts, lengthening of the minimum loan term and reductions in the number of loans a consumer may have outstanding at one time or over a stated period of time or could entail prohibitions against such lending transactions or other services we offer. Such changes could have a material adverse impact on our business prospects, result of operations, financial condition and cash flows or could make the continuance of our current business impractical or unprofitable and therefore could impair our ability to meet our obligations and to continue current operations. Moreover, similar actions by states or by foreign countries in which we do not currently operate could limit our opportunities to pursue our growth strategies. As we develop new services, we may become subject to additional federal and state regulations.

Short-term consumer lending, including payday lending, is highly controversial and has been criticized as being predatory by certain advocacy groups, legislators, regulators, media organizations and other parties.

        A significant portion of our revenue and net income comes from loan interest and fees on payday or similar short-term consumer loans and from services we provide our customers. The short-term consumer loans we make typically involve APRs exceeding 395%. Consumer advocacy groups and media reports often focus on the costs to a consumer for small denomination loans and claim that such loans can trap borrowers in a "cycle of debt" and claim further that they are predatory or abusive. While we believe that these loans provide substantial benefits when responsibly utilized, the controversy surrounding this activity may result in our and the industry being subject to the threat of adverse legislation, regulation or litigation motivated by such critics. Such legislation, regulation or litigation could have a material adverse effect on our business, results of operations and financial condition or could make the continuance of our current business impractical or unprofitable. In addition, if this negative characterization of small consumer loans becomes increasingly accepted by consumers, demand for these loan products could significantly decrease, which could have a material adverse effect on our business, results of operations and financial condition.

The Dodd-Frank Act authorizes the newly created CFPB to adopt rules that could potentially have a serious impact on our ability to offer short-term consumer loans and it also empowers the CFPB and state officials to bring enforcement actions against companies that violate federal consumer financial laws.

        Title X of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or Dodd-Frank or the Dodd-Frank Act, created the CFPB. The CFPB became operational in July 2011, although it may not currently have the ability to oversee non-depository institutions and write rules until a permanent director is installed. Once fully operational, the CFPB will have regulatory, supervisory and enforcement powers over providers of consumer financial products and services, including explicit supervisory authority to examine and require registration of payday lenders. Included in the powers afforded the CFPB is the authority to adopt rules describing specified acts and practices as being "unfair", "deceptive" or "abusive," and hence unlawful. Some consumer advocacy groups have suggested that payday and title lending should be a regulatory priority. Accordingly, it is possible that at some time in the future the CFPB could propose and adopt rules making such lending services materially less profitable or impractical, forcing us to modify or terminate certain product offerings, including payday and/or title loans. The CFPB could also adopt rules imposing new and potentially burdensome requirements and limitations with respect to our other lines of business. Any such rules could have a material adverse effect on our business, results of operation and financial condition or could make the continuance of our current business impractical or unprofitable.

        In addition to Dodd-Frank's grant of regulatory and supervisory powers to the CFPB, Dodd-Frank gives the CFPB authority to pursue administrative proceedings or litigation for violations of federal consumer financial laws (including the CFPB's own rules). In these proceedings, the CFPB can obtain cease and desist orders (which can include orders for restitution or rescission of contracts, as well as other kinds of affirmative relief) and monetary penalties ranging from $5,000 per day for ordinary violations of federal consumer financial laws to $25,000 per day for reckless violations and $1 million

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per day for knowing violations. Also, where a company has violated Title X of Dodd-Frank or CFPB regulations under Title X, Dodd-Frank empowers state attorneys general and state regulators to bring civil actions for the kind of cease and desist orders available to the CFPB (but not for civil penalties). If the CFPB or one or more state officials believe we have violated the foregoing laws or regulations, they could exercise their enforcement powers in ways that would have a material adverse effect on us.

Some of our (and our competitors') lending practices in certain states have become or may become the subject of regulatory scrutiny and/or litigation. An unfavorable outcome in ongoing or future litigation could force us to discontinue these business practices and/or make monetary payments. This could have a material adverse effect on our business, financial condition and results of operations.

        In most cases, our lending companies make short-term loans without any involvement of either affiliated or unaffiliated third parties. In Ohio and Arizona, however, our customers receive financial services through us from multiple parties. In Ohio, one of our companies makes loans at the highest rate permitted by applicable law and disburses loan proceeds in the form of money orders. One of our other companies, sharing the same office, at the borrower's election cashes these money orders for a fee. In Arizona (and to a limited extent in Ohio), we market prepaid debit cards and lines of credit offered by a licensed lender unaffiliated with us. If a customer obtains both a prepaid debit card and a line of credit, loan funds can be disbursed in multiple ways at the borrower's election, including: (1) a card load, if and when the borrower seeks to make a card purchase but has insufficient funds on the card; (2) a card load at the borrower's request in advance of a transaction; and (3) a check mailed to the borrower at his or her request. The lender charges the borrower the highest interest rate permitted by applicable law on their lines of credit and the card program manager charges cardholders separate monthly, transaction, load and other fees charged for their cards.

        While we believe that these multiple-party programs are lawful, they entail heightened legal risk when compared to our single-party loan programs. In an effort to prohibit programs similar to our Ohio program, in 2010 the Ohio Department of Commerce, Division of Financial Institutions, or the Ohio Division, adopted a rule (which was declared invalid in ongoing litigation) and entered an order against another lender in regulatory enforcement proceedings (which order has been vacated by the same judge that overturned the Ohio Division rule). If either of these favorable decisions is appealed and the ultimate resolution on appeal is unfavorable, we could be forced to discontinue charging fees for cashing money orders or checks that disburse the proceeds of loans we make and we could also become subject to private class action litigation with respect to fees collected under the current version of the program. This could have a material adverse effect on our business, financial condition and results of operations. See "Business—Legal Proceedings—Ohio Third-Party Litigation". Additionally, in the event of class action litigation and/or regulatory action in Arizona, a similar material adverse effect on our business, financial condition and results of operations could result.

Judicial decisions, CFPB rule-making or amendments to the Federal Arbitration Act could render the arbitration agreements we use illegal or unenforceable.

        We include pre-dispute arbitration provisions in our loan agreements. These provisions are designed to allow us to resolve any customer disputes through individual arbitration rather than in court. Our arbitration agreements contain certain consumer-friendly features, including terms that require in-person arbitration to take place in locations convenient for the consumer and provide consumers the option to pursue a claim in small claims court. However, our arbitration provisions explicitly provide that all arbitrations will be conducted on an individual and not on a class basis. Thus, our arbitration agreements, if enforced, have the effect of shielding us from class action liability. They do not generally have any impact on regulatory enforcement proceedings.

        We take the position that the Federal Arbitration Act requires the enforcement in accordance with the terms of arbitration agreements containing class action waivers of the type we use. While many courts, particularly federal courts, have agreed with this argument in cases involving other parties, an

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increasing number of courts, including courts in California, Missouri, Washington, New Jersey, and a number of other states, have concluded that arbitration agreements with class action waivers are "unconscionable" and hence unenforceable, particularly where a small dollar amount is in controversy on an individual basis.

        While the U.S. Supreme Court recently ruled in the AT&T Mobility v. Concepcion case that consumer arbitration agreements meeting certain specifications are enforceable, our arbitration agreements differ in several respects from the agreement at issue in that case, thereby potentially limiting the precedential effect of the decision on our business. In addition, Congress has considered legislation that would generally limit or prohibit mandatory pre-dispute arbitration in consumer contracts and has adopted such a prohibition with respect to certain mortgage loans and also certain consumer loans to members of the military on active duty and their dependents. Further, Dodd-Frank directs the CFPB to study consumer arbitration and report to Congress, and it authorizes the CFPB to adopt rules limiting or prohibiting consumer arbitration, consistent with the results of its study. Any such rule would apply to arbitration agreements entered into more than six months after the final rule becomes effective (and not to prior arbitration agreements).

        Any judicial decisions, legislation or other rules or regulations that impair our ability to enter into and enforce pre-dispute consumer arbitration agreements could significantly increase our exposure to class action litigation as well as litigation in plaintiff-friendly jurisdictions. Such litigation could have a material adverse effect on our business, results of operations and financial condition.

Provisions of Dodd-Frank limiting interchange fees on debit cards could reduce the appeal of debit cards we distribute and/or limit revenues we receive from our debit card activities.

        Dodd-Frank contains provisions that require the Federal Reserve Board to adopt rules that would sharply limit the interchange fees that large depository institutions (those that, together with their affiliates, have at least $10 billion of assets) can charge retailers who accept debit cards they issue. On June 29, 2011, the Federal Reserve Board set the interchange fee applicable to debit card transactions at 21 cents per transaction. While the statute does not apply to smaller entities, it is possible, and perhaps likely, that Visa, MasterCard and other debit card networks will continue their current practice of establishing the same interchange fees for all issuers or will establish interchange fees for exempt entities at levels significantly below current levels. If this happens, we would expect the issuer and processor of our debit cards to attempt to recover lost interchange revenues by imposing new or higher charges on cardholders and by seeking to capture a greater percentage of card revenues from us. Additional charges on debit cardholders could discourage use of debit cards for consumer transactions, and in either event, our revenues from prepaid debit card distribution would likely decline, perhaps materially.

Changes in local rules and regulations such as local zoning ordinances could negatively impact our business, results of operations and financial condition.

        In addition to state and federal laws and regulations, our business is subject to various local rules and regulations, such as local zoning regulations and permit licensing. Local jurisdictions' efforts to restrict the business of alternative financial services providers through the use of local zoning and permit laws have been on the rise. Any actions taken in the future by local zoning boards or other local governing bodies to require special use permits for, or impose other restrictions on, our ability to provide products and services could adversely affect our ability to expand our operations or force us to attempt to relocate existing stores.

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Potential litigation and regulatory proceedings could have a material adverse impact on our business, results of operations and financial condition in future periods.

        We could become subject to lawsuits, regulatory proceedings or class actions challenging the legality of our lending practices. An adverse ruling in any proceeding of this type could force us to refund fees and/or interest collected, refund the principal amount of advances, pay triple or other multiple damages, pay monetary penalties and/or modify or terminate operations in particular states or nationwide. Defense of any lawsuit, even if successful, could require substantial time and attention of our senior management that would otherwise be spent on other aspects of our business and could require the expenditure of significant amounts for legal fees and other related costs. Settlement of lawsuits may also result in significant payments and modifications to our operations. For example, in December 2010, we reserved $0.9 million in connection with the pending settlements of lawsuits alleging violations of the California wage laws related to meal periods and rest breaks. See "Business—Legal Proceedings—Pending Settlement". Adverse interpretations of the law in proceedings in which we are not currently a party, such as the ongoing Ohio litigation, could also have a material adverse effect on our business, results of operations and financial condition. To protect us from potential legal and regulatory liability, we rely, in part, on the maintenance of the legal separation, or corporate veil, of our operating subsidiaries. If a court or regulatory body were to determine that such corporate veil is invalid, our business could be materially affected. For a more detailed description of the lawsuits, regulatory proceedings and potential settlements we are currently subject to, see "Business—Legal Proceedings".

A significant portion of our revenue is generated by our stores in Ohio and California and a limited number of other states.

        Approximately 35.8% of our stores are located in California, 22.6% of our stores are located in Ohio, 9.9% of our stores are located in Arizona and 5.1% of our stores are located in Virginia. As a result, if any of the events noted in this "Risk Factors" section were to occur with respect to our stores in these states, including changes in the regulatory environment, or if the economic conditions in either of these states were to worsen, any such event could significantly reduce our revenue and cash flow and materially adversely affect our business, results of operations and financial condition.

Our revenue and net income from check cashing services may be materially adversely affected if the number of consumer check cashing transactions decreases as a result of technological development or in response to changes in the tax preparation industry.

        For the fiscal years ended December 31, 2008, 2009 and 2010, approximately 13.6%, 26.2% and 24.9% of our revenues and approximately 44.9%, 43.9% and 39.7% of CCCS's revenues were generated from the check cashing business, respectively. For the six months ended June 30, 2011, on a pro forma basis, approximately 26.9% of our revenues were generated from the check cashing business. Recently, there has been increasing penetration of electronic banking services into the check cashing and money transfer industry, including the increasing adoption of prepaid debit cards, direct deposit of payroll checks, electronic payroll payments, electronic transfers of government benefits, electronic transfers using on-line banking and other payment platforms. A recent study by the Federal Reserve Board suggests that payments through electronic transfers are displacing a portion of the paper checks traditionally cashed in our stores by our customers. Employers are increasingly making payroll payments available through direct deposit or onto prepaid debit cards. In addition, state and federal assistance programs are increasingly delivering benefits either through direct deposit programs or prepaid debit cards, and the federal government has announced initiatives to transition the disbursement of some federal tax refunds to prepaid debit cards. Moreover, the rise of on-line payment systems that allow for electronic check and credit card payments to be made directly to individuals has further contributed to the decline in this market. To the extent that checks received by our customer base are replaced with such electronic transfers or electronic transfer systems developed in the future,

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both the demand for our check cashing services and our revenues from our check cashing business could decrease. In addition, a significant part of our business involves the cashing of tax refund checks. Recent changes in the tax preparation industry, including tax preparers offering prepaid debit cards as an alternative to tax refund checks and a decrease in the number of tax preparers offering refund anticipation loans (which are typically disbursed by checks at the offices of the tax preparer) could cause the number of tax refund checks we cash to decline, which could have a material adverse effect on our financial condition and results of operations.

If our estimates of our loan losses are not adequate to absorb known or probable losses, our financial condition and results of operations could be adversely affected.

        We utilize a variety of underwriting criteria, actively monitor the performance of our loan portfolio and maintain an allowance for losses on loans we underwrite (including fees and interest) at a level estimated to be adequate to absorb credit losses inherent in our loan receivables portfolio. To estimate the appropriate level of loan loss reserves, we consider known and relevant internal and external factors that affect loan collectability, including the total amount of loans outstanding, historical loans charge-offs, our current collection patterns and current economic trends. Our methodology for establishing our allowance for doubtful accounts and our provision for loan losses is based in large part on our historic loss experience. If customer behavior changes as a result of economic conditions and if we are unable to predict how the widespread loss of jobs, housing foreclosures and general economic uncertainty may affect our loan loss allowance, our provision may be inadequate. At December 31, 2010, our loan loss allowance was $3.4 million, and in 2010, we had a net charge off of $38.4 million related to losses on our loans. At December 31, 2010, CCCS's loan loss allowance was $0.7 million, and in 2010, CCCS had a net charge off of $6.9 million related to losses on its loans. As of June 30, 2011, our loan loss allowance was $4.0 million. Our loan loss allowance, however, is an estimate, and if actual loan losses are materially greater than our loan loss allowance, our financial condition and results of operations could be adversely affected.

The failure of third parties who provide products, services or support to us to maintain their products, services or support could disrupt our operations or result in a loss of revenue.

        We are reliant on third parties to provide certain products, services and support that is material to our business. In the event such parties become unwilling or unable to continue to provide such products, services or support to us, our business operations could be disrupted and our revenue could be materially and adversely affected. For example:

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Our current and future business growth strategy involves new store acquisitions, and our failure to manage our growth or integrate or manage newly acquired stores may adversely affect our business, results of operations and financial condition.

        Our growth strategy provides for our continued expansion through the acquisition of new stores. The acquisition of additional stores may impose costs on us and subject us to numerous risks, including:

        We opened or acquired 21 stores in 2010 and acquired 10 stores in Illinois in connection with the Illinois Acquisition and 141 stores in connection with the California Acquisition. Our continued growth is dependent upon a number of factors, including the availability of adequate financing and suitable store locations, acquisition opportunities and experienced management employees, the ability to obtain any required government permits and licenses and other factors, some of which are beyond our control. We cannot assure you that we will be able to expand our business successfully through additional store acquisitions. Our failure to successfully expand, manage or complete the integration of new stores or acquired businesses may adversely affect our business, results of operations and financial condition.

We may not realize the expected benefits of the California Acquisition because of integration difficulties and other challenges.

        The success of the California Acquisition will depend, in part, on our ability to integrate CCCS's business with our business and our ability to increase CCCS's store-level performance in line with our historical store-level performance. The integration process may be complex, costly and time-consuming and may not result in the anticipated improvements to CCCS store-level performance. The difficulties of integrating the operation of CCCS's business may include, among others:

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        We may not accomplish the integration of CCCS's business smoothly, successfully or with the anticipated costs or time frame. The diversion of the attention of management from our operations to the integration effort and any difficulties encountered in combining operations could prevent us from realizing the full benefits anticipated to result from the California Acquisition and could adversely affect our business.

We may not be successful at entering new businesses or broadening the scope of our existing product and service offerings.

        We may enter into new businesses that are adjacent or complementary to our existing businesses and that broaden the scope of our existing product and service offerings. We may not achieve our expected growth if we are not successful in entering these new businesses or in broadening the scope of our existing product and service offerings. In addition, entering new businesses and broadening the scope of our existing product and service offerings may require significant upfront expenditures that we may not be able to recoup in the future. These efforts may also divert management's attention and expose us to new risks and regulations. As a result, entering businesses and broadening the scope of our existing product and service offerings may have a material adverse effect on our business, results of operations and financial condition.

Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under our senior notes or other indebtedness.

        We have a significant amount of indebtedness. As of June 30, 2011, our outstanding senior indebtedness was approximately $395 million, all of which was secured indebtedness, and we had availability of $40 million under our revolving credit facility, and our Alabama subsidiary's borrowing availability under its secured credit facility was approximately $7 million.

        Our substantial indebtedness could have important consequences to you. For example, it could:

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        We expect to use cash flow from operations and borrowings under our revolving credit facilities to meet our current and future financial obligations, including funding our operations, debt service requirements, small acquisitions and capital expenditures. Our ability to make these payments depends on our future performance, which will be affected by financial, business, economic and other factors, many of which we cannot control. Our business may not generate sufficient cash flow from operations in the future, which could result in our being unable to repay indebtedness or to fund other liquidity needs.

Despite our current level of indebtedness, we may still be able to incur substantial additional indebtedness. This could exacerbate the risks associated with our substantial indebtedness.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture governing our senior notes and the agreement governing our revolving credit facility limit, but do not prohibit, us or our subsidiaries from incurring additional indebtedness. If we incur any additional indebtedness the holders of that indebtedness will be entitled to share ratably with our other secured and unsecured creditors in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of our business prior to any recovery by our shareholders. This may have the effect of reducing the amount of proceeds paid to you in such an event. If new indebtedness, including under our revolving credit facilities, is added to our current debt levels, the related risks that we and our subsidiaries now face could intensify, especially with respect to the demands on our liquidity as a result of increased interest commitments.

Covenants in our debt agreements restrict our business in many ways.

        The indenture governing our senior notes and the agreement governing our revolving credit facility contain various covenants that limit our ability and our subsidiaries' ability to, among other things:

        As of the end of any fiscal quarter for which we have borrowings outstanding under our revolving credit facility, we must have a leverage ratio, defined as consolidated total indebtedness less excess cash, divided by pro forma adjusted EBITDA equal to or less than 5.0 to 1. A breach of any of these covenants would limit our ability to borrow funds under our revolving credit facility and could result in a default under the revolving credit facility and/or the senior notes. Upon the occurrence of an event of default under our revolving credit facility or our senior notes, the lenders or the holders of our senior notes, as the case may be, could elect to declare all amounts outstanding under the applicable indebtedness to be immediately due and payable and the lenders could terminate all commitments to extend further credit under our revolving credit facility. If we were unable to repay those amounts, the

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lenders and holders of our senior notes could proceed against the collateral granted to them to secure that indebtedness. We have pledged substantially all of our assets as collateral under the revolving credit facility and as security for our senior notes. If the lenders under our revolving credit facility accelerate the repayment of borrowings or the holders of our senior notes accelerate repayment of our senior notes, we may not have sufficient assets to repay the amounts outstanding under our indebtedness. See "Description of Certain Indebtedness".

Changes in credit ratings issued by statistical rating organizations could adversely affect our costs of financing.

        Credit rating agencies rate our indebtedness based on factors that include our operating results, actions that we take, their view of the general outlook for our industry and their view of the general outlook for the economy. Actions taken by the rating agencies can include maintaining, upgrading or downgrading the current rating or placing us on a watch list for possible future downgrading. Downgrading the credit rating of our indebtedness or placing us on a watch list for possible future downgrading could limit our ability to access the capital markets to meet liquidity needs and refinance maturing liabilities or, increase the interest rates and our cost of financing.

If we lose key management or are unable to attract and retain the talent required for our business, our operating results and growth could suffer.

        Our future success depends to a significant degree upon the members of our senior management. The loss of the services of members of senior management could harm our business and prospects for future development. Our continued growth also will depend upon our ability to attract and retain additional skilled management personnel. If we are unable to attract and retain the requisite personnel, our business, results of operations and financial condition may be adversely affected.

We are dependent on hiring an adequate number of hourly employees to run our business and are subject to government regulations concerning these and our other employees, including minimum wage laws.

        Our workforce is comprised primarily of employees who work on an hourly basis. In certain areas where we operate, there is significant competition for employees. Our ability to continue to expand our operations depends on our ability to attract, train and retain a large and growing number of qualified employees. The lack of availability of an adequate number of hourly employees or increase in wages and benefits to current employees could adversely affect our operations. We are subject to applicable rules and regulations relating to our relationship with our employees, including the U.S. Fair Labor Standards Act, the U.S. Immigration Reform and Control Act of 1986 and various federal and state laws governing various matters including minimum wage and break requirements, exempt status classification, health benefits, unemployment and employment taxes and overtime and working conditions. Legislative increases in the federal minimum wage, as well as increases in additional labor cost components, such as employee benefit costs, workers' compensation insurance rates, compliance costs and fines, as well as the cost of litigation in connection with these regulations, would increase our labor costs. Furthermore, if we are unable to locate, attract, train or retain qualified personnel, or if our costs of labor increase significantly, our business, results of operations and financial condition may be adversely affected.

Competition in the retail financial services industry is intense and could cause us to lose market share and revenue.

        The industry in which we operate has low barriers to entry and is highly fragmented and very competitive. In addition, we believe that the market will become more competitive as the industry continues to consolidate. We compete with other check cashing stores, short-term consumer lenders, internet lenders, mass merchandisers, grocery stores, banks, savings and loan institutions, other financial services entities and other retail businesses that cash checks, offer short-term consumer loans, sell

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money orders, provide money transfer services or offer similar products and services. Some of our competitors have larger and more established customer bases, and substantially greater financial, marketing and other resources, than we do. For example, Walmart offers a general-purpose reloadable prepaid debit card and also offers check cashing services, money transfers and bill payments through its "Money Centers" in select locations. Our stores also face competition from automated check cashing machines deployed in supermarkets, convenience stores and other venues by large financial services organizations. We cannot assure you that we will be able to compete successfully against any or all of our current or future competitors. As a result, we could lose market share and our revenue could decline, thereby affecting our ability to generate sufficient cash flow to service our indebtedness and fund our operations.

A reduction in demand for our products and services and failure by us to adapt to such reduction could adversely affect our business and results of operations.

        The demand for a particular product or service we offer may be reduced due to a variety of factors, such as regulatory restrictions that decrease customer access to particular products, the availability of competing products or changes in customers' preferences or financial conditions. Should we fail to adapt to significant changes in our customers' demand for, or access to, our products or services, our revenues could decrease significantly and our operations could be harmed. Even if we do make changes to existing products or services or introduce new products or services to fulfill customer demand, customers may resist or may reject such products or services. Moreover, the effect of any product change on the results of our business may not be fully ascertainable until the change has been in effect for some time and by that time it may be too late to make further modifications to such product or service without causing further harm to our business, results of operations and financial condition.

Demand for our products and services is sensitive to the level of transactions effected by our customers, and accordingly, our revenues could be affected negatively by a general economic slowdown.

        A significant portion of our revenue is derived from cashing checks and consumer lending. Revenues from check cashing and consumer lending accounted for 24.9% and 65.2%, respectively, of our total revenue for the year ended December 31, 2010 and 25.0% and 62.0%, respectively, of our total revenue for the six-month period ended June 30, 2011. An economic slowdown could cause deterioration in the performance of our loan portfolio and in consumer demand for our financial products and services. For example, a significant portion of our check cashing business is generated by cashing payroll checks and any prolonged economic downturn or increase in unemployment could have a material adverse effect on such business. In addition, reduced consumer confidence and spending may decrease the demand for our other products and services. Also, any changes in economic factors that adversely affect consumer transactions and employment could reduce the volume of transactions that we process and have an adverse effect on our business, results of operations and financial condition.

Our future growth and financial success will be harmed if there is a decline in the use of prepaid debit cards as a payment mechanism or if there are adverse developments with respect to the prepaid debit card services industry in general.

        Our business strategy is dependent, in part, upon the general growth in demand for prepaid debit cards. As the market for prepaid debit card services matures, consumers may find prepaid debit cards to be less attractive than traditional bank solutions. Further, other alternatives to prepaid debit cards may develop and limit the growth of, or cause a decline in the demand for, prepaid debit cards. In addition, negative publicity surrounding other prepaid debit card services providers could impact our business and prospects for growth to the extent it adversely impacts the perception of prepaid debit card services industry among consumers. If consumers do not continue to increase their usage of prepaid debit card services, our operating revenues may remain at current levels or decline. Predictions

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by industry analysts and others concerning the growth of prepaid debit card services as an electronic payment mechanism, including those in this prospectus, may overstate the growth of an industry, segment or category, and you should not place undue reliance upon them. The projected growth may not occur or may occur more slowly than estimated. If consumer acceptance of prepaid debit card services does not continue to develop or develops more slowly than expected or if there is a shift in the mix of payment forms, such as cash, credit cards, traditional debit cards and prepaid debit cards, away from our products and services, it could have a material adverse effect on our business, results of operations and financial condition.

The pro forma financial information in this prospectus may not be reflective of our operating results and financial condition following the Transactions.

        The pro forma financial information included in this prospectus is derived from our and CCCS's separate historical audited and unaudited consolidated financial statements, as well as from certain internal, unaudited financial statements relating to our acquired stores in Alabama and Illinois that were provided by the sellers in connection with those acquisitions. The preparation of this pro forma information is based upon available information and certain assumptions and estimates that we believe are reasonable. This pro forma information may not necessarily reflect what our results of operations and financial position would have been had the Transactions, the Alabama Acquisition and the Illinois Acquisition occurred during the periods presented or what our results of operations and financial position will be in the future. Additionally, the pro forma information reflects financial information for our Alabama and Illinois acquired stores for the periods prior to when we acquired them, and we cannot assure you that this financial information is accurate.

Disruptions in the credit markets may negatively impact the availability and cost of our short-term borrowings, which could adversely affect our results of operations, cash flows and financial condition.

        If our cash flow from operations is not sufficient to fund our working capital and other liquidity needs, we may need to rely on the banking and credit markets to meet our financial commitments and short-term liquidity needs. Disruptions in the capital and credit markets, as have been experienced since 2008, could adversely affect our ability to draw on our revolving credit facility. Our access to funds under that credit facility is dependent on the ability of the banks that are parties to the facility to meet their funding commitments. Those banks may not be able to meet their funding commitments to us if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests from us and other borrowers within a short period of time. In addition, the effects of the global recession and its effects on our operations could cause us to have difficulties in complying with the terms of our revolving credit facility.

        Longer-term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives, or failures of significant financial institutions could adversely affect our ability to refinance our outstanding indebtedness on favorable terms, if at all. The lack of availability under, and the inability to subsequently refinance, our indebtedness could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged. Such measures could include deferring capital expenditures, including acquisitions, and reducing or eliminating other discretionary uses of cash.

Our revenue and net income from check cashing services may be materially adversely affected if the number and amount of checks we cash that go uncollected significantly increases.

        When we cash a check, we assume the risk that we will be unable to collect from the check payor. We may not be able to collect from check payors as a result of a payor having insufficient funds in the account on which a check was drawn, stop payment orders issued by a payor or check fraud. If the number or amount of checks we cash that are uncollected increases significantly, our business, results of operations and financial condition may be materially adversely affected.

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Any disruption in the availability of our information systems or the security of those systems could adversely affect operations at our stores or subject us to significant liability.

        We depend on our information technology infrastructure to achieve our business objectives. Our information systems include point-of-sale systems in our stores and a management information system. Our personal computer-based point-of-sale systems are fully operational in all stores. The management information system is designed to provide summary and detailed information to our regional and corporate managers at any time through the Internet. In addition, this system is designed to manage our credit risk and to permit us to maintain adequate cash inventory, reconcile cash balances on a daily basis and report revenues and expenses to our headquarters. Any disruption in the availability of our information systems could adversely affect our business, results of operations and financial condition.

        Furthermore, a security breach of our information systems could also interrupt or damage our operations or harm our reputation, and could subject to us to significant liability if confidential customer information is misappropriated. Despite the implementation of significant security measures, our information systems may still be vulnerable to physical break-ins, computer viruses, programming errors, telecommunications failure or lost connectivity, attacks by third parties or similar disruptive problems. Any breach of our security measures could damage our reputation and cause us to lose customers and revenue, result in the unintentional disclosure of company and customer information, and require us to incur significant expense to eliminate these problems, address related data security concerns and pay damages to third parties including customers.

Our business may suffer if our trademarks or service marks are infringed.

        We rely on trademarks and service marks to protect our various brand names in our markets. Many of these trademarks and service marks have been a key part of establishing our business in the communities in which we operate. We believe these trademarks and service marks have significant value and are important to the marketing of our services. We cannot assure you that the steps we have taken or will take to protect our proprietary rights will be adequate to prevent misappropriation of our rights or the use by others of features based upon, or otherwise similar to, ours. In addition, although we believe we have the right to use our trademarks and service marks, we cannot assure you that our trademarks and service marks do not or will not violate the proprietary rights of others, that our trademarks and service marks will be upheld if challenged, or that we will not be prevented from using our trademarks and service marks, any of which occurrences could harm our business.

Part of our business is seasonal, which causes our revenue to fluctuate and may adversely affect our ability to service our debt.

        Our business is seasonal due to the impact of our customers cashing their tax refund checks with us and using the related proceeds in connection with our other products and services, such as prepaid debit cards. Also, our consumer loan business declines slightly in the first calendar quarter as a result of customers' receipt of tax refund checks. If our revenue were to fall substantially below what we would normally expect during certain periods, our annual financial results would be adversely impacted, as would our ability to service our debt.

Because we maintain a significant supply of cash in our stores, we may be subject to cash shortages due to robbery, employee errors and theft.

        Since our business requires us to maintain a significant supply of cash in each of our stores, we are subject to the risk of cash shortages resulting from robberies, as well as employee errors and theft. Although we have implemented various procedures and programs to reduce these risks, provide security, systems and processes for our employees and facilities, we cannot assure you that robberies, employee errors and theft will not occur. The extent of these cash shortages could increase as we

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expand the nature and scope of our products and services. Any such cash shortages could adversely affect our business, results of operations and financial condition.

If our insurance coverage limits are inadequate to cover our liabilities, or increases in our insurance costs continue to increase or we suffer losses due to one or more of our insurance carriers defaulting on their obligations, our financial condition and results of operations could be materially adversely affected.

        As a result of the liability risks inherent in our lines of business we maintain liability insurance intended to cover various types of property, casualty and other risks. The types and amounts of insurance that we obtain vary from time to time, depending on availability, cost and our decisions with respect to risk retention. The policies are subject to deductibles and exclusions that result in our retention of a level of risk on a self-insured basis. Our insurance policies are subject to annual renewal. The coverage limits of our insurance policies may not be adequate, and we may not be able to obtain liability insurance in the future on acceptable terms or at all. In addition, our insurance premiums may be subject to increases in the future, which increases may be material. Furthermore, the losses that are insured through commercial insurance are subject to the credit risk of those insurance companies. While we believe our commercial insurance providers are currently credit worthy, we cannot assure you that such insurance companies will remain so in the future. Inadequate insurance coverage limits, increases in our insurance costs or losses suffered due to one or more of our insurance carriers defaulting on their obligations, could have a material adverse effect on our financial condition and results of operations.

Our operations could be subject to natural disasters and other business disruptions, which could adversely impact our future revenue and financial condition and increase our costs and expenses.

        Our operations could be subject to natural disasters and other business disruptions, which could adversely impact our future revenue and financial condition and increase our costs and expenses. For example, the occurrence and threat of terrorist attacks may directly or indirectly affect economic conditions, which could in turn adversely affect demand for our services. In the event of a major natural or man-made disaster, such as hurricanes, floods, fires or earthquakes, we could experience loss of life of our employees, destruction of facilities or business interruptions, any of which could materially adversely affect us. More generally, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the U.S. economy and worldwide financial markets. Any of these occurrences could have a material adverse effect on our business, results of operations and financial condition.

Adverse real estate market fluctuations could affect our profits.

        We lease all of our store locations. A significant rise in overall lease costs may result in an increase in our store occupancy costs as we open new locations and renew leases for existing locations.

Risks Related to this Offering, the Securities Markets and Ownership of our Common Shares

There is no existing market for our common shares, and a trading market that will provide our shareholders with adequate liquidity may not develop.

        Prior to this offering, there has been no public market for our common shares. An active trading market for our common shares may never develop or be sustained, which could depress the market price of our common shares and could affect your ability to sell your common shares. In the event that the number of common shares to be sold in this offering is decreased, liquidity could be adversely affected even further. Shareholders may not be able to resell their shares at or above the initial public offering price. Additionally, the lack of liquidity may result in wide bid-ask spreads, contribute to

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significant fluctuations in the market price of our common shares and limit the number of investors who are able to buy our common shares.

The price of our common shares may fluctuate significantly, and shareholders could lose all or part of their investment.

        The initial public offering price for our common shares will be determined by negotiations between us and the representative of the underwriters and may bear no relationship to the price at which our common shares will trade following the completion of this offering. The market price of our common shares may decline below the initial public offering price. The market price of our common shares following this offering is likely to be highly volatile and may be influenced by many factors, some of which are beyond our control, including:

After this offering, the Sponsor will continue to have substantial control over us, and their interests in our business may be different from yours.

        Upon completion of this offering, the Sponsor will beneficially own approximately        % of our outstanding common shares, or approximately        % of our outstanding common shares if the underwriters fully exercise their overallotment option. The Sponsor will, for the foreseeable future, have significant influence over our reporting and corporate management and affairs, and virtually all matters requiring shareholder approval. In particular, the Sponsor will be able to exert a significant degree of influence over the election of directors and control actions to be taken by us and our board of directors, including amendments to our articles of incorporation and code of regulations and approval of significant corporate transactions, including mergers and sales of substantially all of our assets. The directors so elected will have the authority, subject to the terms of our indebtedness and Ohio law, to issue additional shares, implement share repurchase programs, declare dividends and make other decisions. It is possible that the interests of the Sponsor may in some circumstances conflict with our interests and the interests of our other shareholders, including you. For example, the Sponsor may have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in its judgment, could enhance the value of its investment, even through such transactions might involve risks to you as a holder of our common shares or that could depress our share price. See "Certain Relationships and Related-Party Transactions" and "Principal and Selling Shareholders".

Reports published by securities or industry analysts, including projected results contained in those reports that exceed our actual results, could adversely affect our share price and trading volume.

        We currently expect securities research analysts, including those affiliated with our underwriters, to establish and publish their own quarterly projections regarding our operating results. These projections may vary widely from one another and may not accurately predict the results we actually achieve. Our share price may decline if we fail to meet securities research analysts' projections. Similarly, if one or more of the analysts who covers us downgrades our shares or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts ceases

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coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline. Additionally, while we expect securities research analyst coverage, if no securities or industry analysts commence coverage of us, the trading price of our shares and the trading volume could decline.

Future sales of common shares by existing shareholders could depress the market price of our common shares.

        If our existing shareholders sell, or indicate an intent to sell, substantial amounts of our common shares in the public market after the 180-day contractual lock-up period and other legal restrictions on resale discussed in this prospectus lapse, the trading price of our common shares could decline significantly and could decline below the initial public offering price. Upon completion of this offering, we will have approximately                        common shares outstanding, assuming no exercise of the underwriters' overallotment option. Credit Suisse Securities (USA) LLC may, in its sole discretion, permit our executive officers, directors, employees and current shareholders to sell shares prior to the expiration of the lock-up agreements.

        After the lock-up agreements pertaining to this offering expire, an additional                        shares will be eligible for sale in the public market,                        of which are held by directors, executive officers and other affiliates and will be subject to volume limitations under Rule 144 under the Securities Act and                        of which will be subject to registration rights. In addition, the                        shares underlying outstanding employee equity awards and the                        shares reserved for future issuance under our equity compensation plan will become eligible for sale in the public market in the future, subject to certain legal and contractual limitations. If these additional shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common shares could decline substantially.

The availability of our common shares for sale in the future could reduce the market price of our common shares.

        In the future, we may issue additional securities to raise capital. We may also acquire interests in other companies by using a combination of cash and our common shares or just our common shares. We may also issue securities convertible into our common shares. Any of these events may dilute your ownership interest in our company and have an adverse impact on the price of our common shares. In addition, sales of a substantial amount of our common shares in the public market, or the perception that these sales may occur, could reduce the market price of our common shares. This could also impair our ability to raise additional capital through the sale of our securities.

We do not intend to pay dividends in the foreseeable future.

        For the foreseeable future, we intend to retain any earnings to finance the development of our business, and we do not anticipate paying any cash dividends on our common shares. Any future determination to pay dividends will be at the discretion of our board of directors and will be dependent upon then-existing conditions, including our operating results and financial condition, capital requirements, contractual restrictions, business prospects and other factors that our board of directors considers relevant. Accordingly, investors must rely on sales of their common shares after price appreciation, which may never occur, as the only way to realize a return on their investment.

Anti-takeover provisions contained in our articles of incorporation and code of regulations, as well as provisions of Ohio law, could impair a takeover attempt.

        Our articles of incorporation and code of regulations provisions may have the effect of delaying, deferring or discouraging a prospective acquiror from making a tender offer for our shares or otherwise attempting to obtain control of us. To the extent that these provisions discourage takeover attempts,

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they could deprive shareholders of opportunities to realize takeover premiums for their shares. Moreover, these provisions could discourage accumulations of large blocks of common shares, thus depriving shareholders of any advantages which large accumulations of shares might provide.

        As an Ohio corporation, we will also be subject to provisions of Ohio law, including Chapter 1704 of the Ohio Revised Code. Chapter 1704 of the Ohio Revised Code prevents shareholders holding more than 10% of the voting power of our outstanding common shares from engaging in certain business combinations unless the business combination was approved in advance by our board of directors, is approved by the holders of at least 66 2 / 3 % of our outstanding common shares, including shares representing at least a majority of voting shares that are not beneficially owned by the shareholder engaging in the transaction, or satisfies statutory conditions relating to the fairness of the consideration to be received by our shareholders.

        Any provision of our articles of incorporation or our code of regulations or Ohio law that has the effect of delaying or deterring a change in control could limit the opportunity for our shareholders to receive a premium for their common shares and could also affect the price that some investors are willing to pay for our common shares.

Our board of directors can issue, without shareholder approval, preferred shares with voting and conversion rights that could adversely affect the voting power of the holders of common shares.

        Our board of directors can issue, without shareholder approval, preferred shares with voting and conversion rights that could adversely affect the voting power of the holders of common shares and reduce the likelihood that such holders will receive dividend payments or payments upon liquidation. Such issuance could have the effect of decreasing the market price of the common shares. The issuance of preferred shares or even the ability to issue preferred shares could also have the effect of delaying, deterring or preventing a change of control or other corporate action.

You will experience immediate and substantial dilution.

        The initial public offering price will be substantially higher than the net tangible book value of each outstanding common share immediately after this offering. If you purchase common shares in this offering, you will suffer immediate and substantial dilution. The dilution will be $            per share in the net tangible book value of the common shares from the expected initial public offering price. In addition, if outstanding options to purchase our common shares are exercised, there could be further dilution.

Our board of directors and management will have broad discretion over the use of the proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.

        Our board of directors and management will have broad discretion to use the net proceeds from this offering, and you will be relying on their judgment regarding the application of these proceeds. Our board of directors and management might not apply the net proceeds of this offering in ways that increase the value of your investment. We expect to use the net proceeds from this offering for general corporate purposes, including acquisitions or the repayment of debt. Until we use the net proceeds from this offering, we plan to invest them, and these investments may not yield a favorable rate of return. If we do not invest or apply the net proceeds from this offering in ways that enhance shareholder value, we may fail to achieve expected financial results, which could cause our share price to decline.

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As a result of becoming a public company, we will be obligated to develop and maintain proper and effective internal control over financial reporting. We may not complete our analysis of our internal controls over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common shares.

        We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our auditors have issued an attestation report on our management's assessment of our internal controls.

        We are in the very early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. Both we and our independent registered public accounting firm will be testing our internal controls in connection with the Section 404 requirements and could, as part of that documentation and testing, identify material weaknesses, significant deficiencies or other areas for further attention or improvement. Implementing any appropriate changes to our internal controls may require specific compliance training for our directors, officers and employees, require the hiring of additional finance, accounting and other personnel, entail substantial costs to modify our existing accounting systems, and take a significant period of time to complete. Such changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could materially impair our ability to operate our business. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent fraud.

        If we are unable to assert that our internal control over financial reporting is effective, or if our auditors are unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our common shares to decline.

We will incur increased costs as a result of being a publicly traded corporation.

        We have no history operating as a publicly traded corporation. As a publicly traded corporation, we will incur additional legal, accounting and other expenses that we did not incur as a private company. This increase will be due to the increased accounting support services, filing annual, quarterly and other reports with the SEC, increased audit fees, investor relations costs, directors' fees, directors' and officers' insurance, legal fees, stock exchange listing fees and registrar and transfer agent fees, which we expect to incur after the completion of this offering. In addition, we expect that complying with the rules and regulations implemented by the SEC and Nasdaq will increase our legal and financial compliance costs and make activities more time-consuming and costly. For example, as a result of becoming a publicly traded corporation, we are required to have a board containing a majority of independent directors, create additional board committees and adopt policies regarding internal controls and disclosure controls and procedures, including the preparation of reports on internal control over financial reporting. In addition, we will incur additional costs associated with our publicly traded corporation reporting requirements.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements, which reflect management's expectations regarding our future growth, results of operations, operational and financial performance and business prospects and opportunities. All statements, other than statements of historical fact, are forward-looking statements. You can identify such statements because they contain words such as "plans", "expects" or "does not expect", "forecasts", "anticipates" or "does not anticipate", "believes", "intends" and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Although the forward-looking statements contained in this prospectus reflect management's current beliefs based upon information currently available to management and upon assumptions which management believes to be reasonable, actual results may differ materially from those stated in or implied by these forward-looking statements.

        A number of factors could cause actual results, performance or achievements to differ materially from the results expressed or implied in the forward-looking statements, including those listed in the "Risk Factors" section of this prospectus. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Forward-looking statements necessarily involve significant known and unknown risks, assumptions and uncertainties that may cause our actual results, performance and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things:

        Although we have attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in or implied by our forward-looking statements, other factors and risks may cause actions, events or results to differ materially from those anticipated, estimated or intended. We cannot assure you that forward-looking statements will prove to be accurate, as actual actions, results and future events could differ materially from those anticipated or implied by such statements. Accordingly, as noted above, readers should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date of this prospectus and, except as required by law, we assume no obligation to update or revise them to reflect new events or circumstances.

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INDUSTRY AND MARKET DATA AND PERFORMANCE DATA

        This prospectus includes information regarding the retail financial services industry and various markets in which we compete. When we refer to our position in the industry, such market position is based on the number of retail stores we operate and not on our revenues or volumes. Where possible, this information is derived from third-party sources that we believe are reliable, including the FDIC, Mercator, Stephens, Federal Reserve Bank of New York, NBER, Bretton Woods and FiSCA. In other cases, this information is based on estimates made by our management, based on their industry and market knowledge and information from third-party sources. However, this data is subject to change and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be reliable.

        Certain of the industry and market data contained in this prospectus has been derived from research reports produced by Stephens. Stephens is an underwriter in this offering. Research attributed to Stephens in this prospectus has been separately prepared and reviewed by Stephens's independent research analysts.

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CERTAIN FINANCIAL MEASURES AND OTHER INFORMATION

        Our short-term consumer loan product offerings vary state-by-state, depending on the applicable statutes in each jurisdiction. In those states in which we do business that have enacted enabling statutes for deferred deposit / deferred presentment or "payday" loans, we offer those products. In Ohio, single-installment, small-denomination, unsecured loans are offered under the Ohio Mortgage Loan Act, and in Virginia, in addition to statutorily permitted payday loans, certain of our retail stores offer open-ended lines of credit under a statutory framework that is unique to Virginia. Throughout this prospectus, we refer to deferred deposit / deferred presentment loans, payday loans and loans made pursuant to Ohio's Mortgage Loan Act and Virginia's Open-end Credit Plan statute, collectively, as "short-term consumer loans" and have aggregated data for such loan products for purposes of the revenue, net revenue and other financial data presented herein. Because of the revolving nature of line-of-credit products, however, operational data presented herein for short-term consumer loans, including short-term consumer loan volume, the number of short-term consumer loans we made, average new loan size, average new loan fees and our average loan loss provision as a percentage of loan volume, is presented exclusive of line-of-credit products.

        We calculate per store revenue by dividing our total revenue over the applicable period by the average number of stores we operated during a period. We calculate each store's contribution to Adjusted EBITDA by dividing Adjusted EBITDA over the applicable period by the average number of stores we operated during such period. We calculate the average number of stores we operated during a period by adding the number of stores operated at the beginning of such period to the number of stores operated at the end of such period and dividing that number by two. Where these metrics are compared to those of our publicly traded competitors, we have calculated them for our competitors using the same method. In calculating Adjusted EBITDA for our competitors we add back to their net income the following, based on the following publicly available financial information: provision for taxes, depreciation and amortization expense, net interest expense and, where applicable, non-cash compensation expense, charges related to one-time legal settlements and losses realized in connection with discontinued operations.

        We calculate our net revenue by subtracting provision for credit losses from our total revenue.

        Revenue and other financial information for our acquired businesses for periods prior to our acquisition of such businesses has been derived from unaudited internal financial information that was provided to us by the sellers in each acquisition. Thus, this information was not subject to our accounting controls and has not been reviewed by our independent accountants, and we cannot assure you that it is accurate.

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USE OF PROCEEDS

        We estimate that the net proceeds from this offering with respect to the shares to be sold by us will be $             million, after deducting the underwriting discount and estimated expenses payable by us in connection with this offering and assuming a public offering price of $            per share (the midpoint of the price range set forth on the cover of this prospectus). We will not receive any of the proceeds from the sale of shares by the selling shareholders, including in connection with any exercise of the underwriters' overallotment option.

        We intend to use the net proceeds received by us for general corporate purposes, including acquisitions or the repayment of debt. We have discussions on an ongoing basis regarding possible acquisitions of businesses complementary to our business. Although we may use a portion of the net proceeds received by us for these kinds of possible acquisitions, no agreements or commitments in this regard currently exist.

        A $1.00 increase (decrease) in the assumed initial public offering price of $            per share would increase (decrease) the net proceeds to us from this offering by $             million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us. In addition, an increase or decrease in the number of shares of our common shares sold by us in this offering by 10% would cause the net proceeds received by us from this offering, after deducting the estimated underwriting discount and estimated offering expenses, to increase or decrease by approximately $            .

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DIVIDEND POLICY

        We do not expect to pay dividends on our common shares for the foreseeable future. Our future decisions concerning the payment of dividends on our common shares will depend upon our results of operations, financial condition, contractual obligations, business prospects and capital expenditure plans, as well as any other factors that our board of directors may consider relevant. Our ability to pay dividends is subject to covenants contained in the agreement governing our revolving credit facility and the indenture governing our senior notes.

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CAPITALIZATION

        The table below shows our cash and cash equivalents and capitalization as of June 30, 2011. The table also shows our cash and cash equivalents and capitalization as adjusted to give effect to this offering, assuming a public offering price of $        per share, and our receipt of the estimated net proceeds of shares sold by us in this offering. You should read the table in conjunction with the information set forth under "Use of Proceeds", "Selected Historical Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

 
  As of June 30, 2011  
 
  Actual   As adjusted(1)  

(dollars in thousands)

             

Cash and cash equivalents

  $ 57,084   $    
           

Current debt:

             
 

Current portion of long-term debt

           
 

Notes payable

           
           
     

Total current debt

           

Long-term debt:

             
 

Revolving credit facility

           
 

Alabama revolving credit facility

           
 

Senior notes

    395,000        
           
   

Total long-term debt

    395,000        
     

Total debt

    395,000        

Shareholders' equity:

             
 

Preferred shares,         shares authorized,         issued and outstanding

           
 

Common shares, $0.01 par value;         shares authorized,          shares issued and outstanding actual as adjusted

    13        
 

Additional paid-in capital

    113,264        
 

Accumulated other comprehensive income

           
 

Retained earnings (deficit)

    (61,929 )      
           
   

Total shareholders' equity

    51,348        
           
     

Total capitalization

  $ 446,348   $    
           

(1)
A $1.00 increase (decrease) in the assumed initial public offering price per share would increase (decrease) each of as adjusted cash and cash equivalents, total shareholders' equity and total capitalization by $         million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us.

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DILUTION

        Dilution is the amount by which the portion of the offering price paid by the investors purchasing common shares to be sold in this offering exceeds the net tangible book value per common share after the offering. Net tangible book value per common share is determined at any date by subtracting total liabilities from our total assets less our intangible assets and dividing the difference by the number of common shares outstanding at that date.

        Our net tangible book value as of            was approximately $             million, or $            per common share. After giving effect to our receipt of approximately $             million of estimated net proceeds (after deducting the underwriting discount and estimated offering expenses payable by us) from our sale of common shares in this offering based on an assumed initial public offering price of $            per common share, which is the midpoint of the estimated range set forth on the cover page of this prospectus, our adjusted net tangible book value as of            would have been approximately $             million, or $            per common share. This amount represents an immediate increase in net tangible book value of $            per common share to existing shareholders and an immediate dilution of $            per common share to investors purchasing common shares in this offering at the assumed initial public offering price.

        The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per share

  $  
 

Net tangible book value per share as of

  $  
 

Increase per share attributable to new investors

  $  

As adjusted net tangible book value per share after this offering

  $  
 

Dilution in as adjusted net tangible book value per share to new investors

  $  

        A $1.00 increase (decrease) in the assumed initial public offering price per common share would increase (decrease) our as adjusted net tangible book value by $         million, our as adjusted net tangible book value per share by $        per share and the dilution in as adjusted net tangible book value to new investors in this offering by $        per share, assuming the number of common shares offered by us, as set forth on the cover page of this prospectus, remains the same.

        The following table summarizes on an as adjusted basis as of                        , 2011, the number of common shares purchased from us, the total contribution paid to us, and the average price per share paid to us by our existing shareholders and to be paid by new investors purchasing common shares from us in this offering. The table is based on an assumed initial public offering price of $            per share before deduction of the underwriting discount and estimated expenses payable by us in connection with this offering:

 
  Shares Purchased   Total Consideration    
 
 
  Average Price
per Share
 
 
  Number   Percent   Amount   Percent  
 
  (in thousands)
   
  (in thousands)
   
   
 

Existing investors

            % $         % $    

New investors

                               
                         

Total

            % $         %      
                         

        The above discussion and tables assume no exercise of the underwriters' option to purchase up to an aggregate of                    additional common shares from the selling shareholders.

        If the underwriters exercise their option to purchase additional shares in full:

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following table sets forth selected historical consolidated financial data as of and for the years ended December 31, 2006, 2007, 2008, 2009 and 2010 and as of and for the six-month periods ended June 30, 2010 and June 30, 2011. The selected historical consolidated financial data as of December 31, 2009 and 2010 and for each of the years ended December 31, 2008, 2009 and 2010 have been derived from, and should be read together with, our audited historical consolidated financial statements and the accompanying notes included elsewhere in this prospectus. The selected historical consolidated financial data as of December 31, 2006, 2007 and 2008 and for each of the years ended December 31, 2006 and 2007 have been derived from CCFI's audited historical consolidated financial statements not included in this prospectus. Our Sponsor acquired CheckSmart on April 30, 2006. Prior to our Sponsor's acquisition of CheckSmart, CheckSmart maintained separate accounting books and records and statement of operations data. We therefore show statement of operations and other operations data for 2006 separately for the period from January 1, 2006 through April 29, 2006 and for the period from April 30, 2006 through December 31, 2006. The selected historical consolidated financial data as of June 30, 2011 and for the six-month periods ended June 30, 2010 and June 30, 2011 were derived from our unaudited consolidated financial statements included elsewhere in this prospectus. The selected historical consolidated financial data as of June 30, 2010 have been derived from our unaudited consolidated financial statements not included in this prospectus. The unaudited financial data includes, in our opinion, all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of our financial position and results of operations for these periods.

        The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period. The selected historical financial data should be read together with the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations" and CCFI's and CCCS's consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

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  Period from    
   
   
   
   
   
 
 
  January 1
through
April 29,
  April 30
through
December 31,
  Year Ended December 31,   Six Months Ended
June 30,
 
(In thousands)
  2006(3)   2006   2007   2008   2009   2010   2010   2011  
 
   
   
   
   
   
   
  (unaudited)
 

Statement of Operations Data:

                                                 

Finance receivable fees

  $ 32,529   $ 83,061   $ 138,736   $ 152,732   $ 136,957   $ 146,059   $ 69,929   $ 81,471  

Check cashing fees

    7,484     12,798     23,822     25,634     53,049     55,930     27,746     32,814  

Card Fees

                1,808     2,063     10,731     2,663     8,757  

Other

    2,477     5,416     11,298     8,845     10,614     11,560     5,921     8,218  
                                   
 

Total revenues

    42,490     101,275     173,856     189,019     202,683     224,280     106,259     131,260  
                                   

Branch expenses:

                                                 
 

Salaries and benefits

    7,403     17,093     30,891     33,738     34,343     38,759     19,869     24,129  
 

Provision for loan losses

    3,944     19,821     37,026     37,544     43,463     40,316     17,682     23,694  
 

Occupancy

    2,818     5,928     11,413     13,457     13,855     14,813     7,173     8,840  
 

Depreciation and amortization

    1,264     2,356     5,920     10,422     6,613     5,318     2,458     2,545  
 

Other

    5,308     11,451     21,339     21,420     22,652     27,994     12,666     15,728  
                                   

Total branch expenses

    20,737     56,649     106,589     116,581     120,926     127,200     59,848     74,936  
                                   

Branch gross profit

    21,753     44,626     67,267     72,438     81,757     97,080     46,411     56,324  
                                   

Corporate expenses

    9,756     21,147     29,518     31,795     31,518     34,177     16,676     30,597  

Depreciation and amortization

    92     1,507     1,513     1,063     568     1,222     652     1,012  

Interest expenses, net

    976     10,893     18,421     16,191     11,532     8,501     4,429     11,660  

Goodwill impairment

                53,263                  

Nonoperating income, management fees

        (125 )   (104 )   (260 )   (172 )   (46 )   (22 )   (22 )
                                   
 

Income (loss) before provision (benefit) for income taxes, discontinued operations, and extraordinary item

    10,929     11,204     17,919     (29,614 )   38,311     53,226     24,676     13,077  

Provision (benefit) for income taxes

        4,260     7,237     (10,635 )   14,042     19,801     9,469     6,137  
                                   
 

Income (loss) from continuing operations

    10,929     6,944     10,682     (18,979 )   24,269     33,425     15,207     6,940  
 

Discontinued operations(1)

            243     482     368     (2,196 )   (2,196 )    
 

Minority Interest

    167                              
                                   
 

Income (loss) before extraordinary item

    10,762     6,944     10,925     (18,497 )   24,637     31,229     13,011     6,940  

Extraordinary Item(2)

                3,913                  
                                   
 

Net income (loss)

    10,762     6,944     10,925     (22,410 )   24,637     31,229     13,011     6,940  

Net loss attributable to non-controlling interests

                        (252 )       (120 )
                                   

Net income (loss) attributable to controlling interests

  $ 10,792   $ 6,944   $ 10,925   $ (22,410 ) $ 24,637   $ 31,481   $ 13,011   $ 7,060  
                                   

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  Six Months Ended
June 30,
 
 
  April 30
through
December 31,
2006
   
   
   
   
 
(In thousands, except per share
and share amounts)
  2007   2008   2009   2010   2010   2011  
 
   
   
   
   
   
  (unaudited)
 

Earnings per share—basic

                                           
 

Operating income (loss) available to controlling interests—per share

  $ 6.79   $ 10.44   $ (18.55 ) $ 23.72   $ 32.91   $ 14.86   $ 6.26  
   

Discontinued operations—per share

        0.24     0.47     0.36     (2.15 )   (2.15 )    
   

Extraordinary item—per share

            (3.82 )                
                               
 

Net income (loss) available to controlling interests—per share

  $ 6.79   $ 10.68   $ (21.90 ) $ 24.08   $ 30.76   $ 12.71   $ 6.26  
                               

Earnings per share—diluted

                                           
 

Operating income (loss) available to controlling interests—per share

  $ 6.71   $ 10.26   $ (18.55 ) $ 23.29   $ 32.00   $ 14.44   $ 5.99  
   

Discontinued operations—per share

        0.23     0.47     0.35     (2.09 )   (2.08 )    
   

Extraordinary item—per share

            (3.82 )                
                               
 

Net income (loss) available to controlling interests—per share

  $ 6.71   $ 10.49   $ (21.90 ) $ 23.64   $ 29.91   $ 12.36   $ 5.99  
                               

Weighted average common shares outstanding—basic

    1,023,256     1,023,256     1,023,256     1,023,256     1,023,256     1,023,256     1,128,329  
                               

Weighted average common shares outstanding—diluted

    1,035,479     1,041,561     1,023,256     1,041,886     1,052,393     1,052,974     1,178,622  
                               

(1)
Discontinued operations is presented net of provision (benefit) for income tax of 38% for the years ended December 31, 2007, 2008, 2009 and 2010, respectively.

(2)
Represents cost of ballot initiatives in Ohio and Arizona in 2008.

(3)
Earnings per share data not available for this period due to change in ownership and equity structure.

 
  Period from    
   
   
   
   
   
 
 
  January 1
through
April 29,
  April 30
through
December 31,
  Year Ended December 31,   Six Months Ended
June 30,
 
(In thousands, except for store count)
  2006   2006   2007   2008   2009   2010   2010   2011  
 
   
   
   
   
   
   
  (unaudited)
 

Balance Sheet Data (at period end):

                                                 

Cash and cash equivalents

  $ 18,834   $ 31,190   $ 25,020   $ 25,883   $ 27,959   $ 39,780   $ 32,422   $ 57,084  

Finance receivables, net

    29,412     38,289     48,620     51,954     66,035     81,337     64,412     96,997  

Total assets

    257,455     268,712     301,412     266,922     280,476     310,644     295,883     480,668  

Total debt

    180,198     185,950     201,714     195,800     193,365     188,934     191,455     395,000  

Total stockholders' equity

    52,539     62,265     72,040     50,768     77,791     109,791     90,967     51,348  

Other Operating Data (unaudited):

                                                 
 

Stores in operation:

                                                 
   

Beginning of period

    179     191     211     256     252     264     264     282  
   

Acquired

            17         8     19     19     151  
   

Opened

    12     22     28     2     4     2          
   

Closed

        2         6         3          
                                   
   

End of period

    191     211     256     252     264     282     283     433  

Capital Expenditures (unaudited):

                                                 

Purchases of property and equipment, net

  $ 2,938   $ 8,037   $ 12,298   $ 2,969   $ 2,383   $ 1,686   $ 1,620   $ 1,136  
 

Store acquisition costs:

                                                 
   

Property and equipment

        18,871     957             1,144     1,144     7,235  
   

Intangible assets

        2,880     440             1,737     1,654     3,213  
                                   
   

Total capital expenditures

  $ 2,938   $ 29,788   $ 13,695   $ 2,969   $ 2,383   $ 4,567   $ 4,418   $ 11,584  
                                   

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  Period from    
   
   
   
   
   
 
 
  January 1
through
April 30th,
  May 1
through
December 31,
   
   
   
   
  Six Months Ended
June 30,
 
 
  Year Ended December 31,  
(In thousands, except for averages, percentages or unless otherwise specified)
 
  2006   2006   2007   2008   2009   2010   2010   2011  

Check Cashing Data (unaudited):

                                                 
 

Face amount of checks cashed (in millions)

  $ 85   $ 390   $ 709   $ 821   $ 1,309   $ 1,443   $ 712   $ 928  
 

Face amount of average check

  $ 474.69   $ 386.86   $ 418.01   $ 442.36   $ 432.08   $ 438.13   $ 457.10   $ 461.70  
 

Average fee per check

  $ 18.01   $ 12.68   $ 13.76   $ 13.80   $ 17.51   $ 16.99   $ 17.80   $ 16.33  
 

Number of checks cashed

    180     1,009     1,698     1,857     3,029     3,292     1,558     2,009  

Returned Check Data (unaudited):

                                                 
 

Returned check expense

  $ 140   $ 1,008   $ 2,006   $ 1,760   $ 3,058   $ 3,034   $ 1,280   $ 2,453  
 

Returned check expense as a percentage of face amount of checks cashed

    0.2 %   0.3 %   0.3 %   0.2 %   0.2 %   0.2 %   0.2 %   0.3 %

Loan Operating Data (unaudited)(1):

                                                 
 

Loan volume (originations and refinancings)

  $ 139,611   $ 654,133   $ 1,081,865   $ 1,116,869   $ 1,162,086   $ 1,237,163   $ 566,741   $ 624,567  
 

Average new loan size

    421.34     395.01     385.55     382.62     412.67     418.53     424.21     420.02  
 

Average new loan fee

    54.82     50.82     50.24     50.84     42.79     43.14     45.74     44.82  
 

Loan loss provision

    1,997     20,379     34,817     33,849     28,856     29,991     12,277     14,783  
 

Loan loss provision as a percentage of loan volume

    1.4 %   3.1 %   3.2 %   3.0 %   2.5 %   2.4 %   2.2 %   2.4 %

(1)
Excludes 12-month line of credit product offered at four locations in Virginia.

CCCS

        The following table sets forth selected historical consolidated financial data of CCCS as of and for the years ended December 31, 2008, 2009 and 2010 and as of and for the three-month periods ended March 31, 2010 and March 31, 2011. The selected historical consolidated financial data as of December 31, 2009 and 2010 and for each of the years ended December 31, 2008, 2009 and 2010 have been derived from, and should be read together with, CCCS's audited historical consolidated financial statements and the accompanying notes included elsewhere in this prospectus. The selected historical consolidated financial data as of December 31, 2008 have been derived from CCCS's audited historical consolidated financial statements not included in this prospectus. The selected historical consolidated financial data as of March 31, 2011 and for the three-month periods ended March 31, 2010 and March 31, 2011 were derived from CCCS's unaudited consolidated financial statements included elsewhere in this prospectus. The selected historical consolidated financial data as of March 31, 2010 have been derived from CCCS's unaudited consolidated financial statements not included in this prospectus. The unaudited financial data includes, in our opinion, all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of CCCS's financial position and results of operations for these periods.

        The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period. The selected historical financial data should be read together with the section captioned "Management's Discussion and Analysis of Financial Condition and

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Table of Contents


Results of Operations" and CCCS's consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

 
  Year Ending December 31,   Three Months
Ended March 31,
 
(In thousands, except for averages, percentages or unless otherwise specified)
  2008   2009   2010   2010   2011  
 
   
   
   
  (unaudited)
 

Statement of Operations Data:

                               
 

Revenue:

                               
   

Payroll advance fees, net

  $ 25,016   $ 25,799   $ 32,278   $ 7,479   $ 8,105  
   

Check cashing fees

    28,352     27,797     29,408     7,582     7,428  
   

Other revenue

    9,752     9,787     12,402     2,714     3,365  
                       

Total revenue

    63,120     63,383     74,088     17,775     18,898  
                       
 

Store expenses:

                               
   

Salaries and fringe benefits

    17,928     18,325     23,156     5,467     5,941  
   

Occupancy costs

    5,856     5,932     8,470     1,807     2,213  
   

Provision for losses from returned checks

    6,777     5,704     6,943     1,741     1,202  
   

Other store expenses

    5,454     5,093     6,362     1,441     1,577  
                       
     

Total Store Expenses

    36,015     35,054     44,931     10,456     10,933  
                       
     

Store Gross Profit

    27,105     28,329     29,157     7,319     7,965  
                       
 

Corporate and other expenses:

                               
   

Selling, general, and administrative expenses

    6,005     6,273     6,608     1,613     1,884  
   

Non-recurring class action settlement costs

        2,313              
   

Non-recurring debt acquisition costs

        107              
   

Interest expense and finance fees

    7,927     4,646     4,436     1,099     1,031  
   

Depreciation and amortization

    4,085     3,698     3,630     815     954  
   

Goodwill and other intangibles impairment

                    28,986  
                       

Total corporate and other expenses

    18,017     17,037     14,674     3,527     32,855  
                       
   

Income (loss) from continuing operations before provision for income taxes

    9,088     11,292     14,483     3,792     (24,890 )
   

Provision (benefit) for income taxes

    2,575     2,864     4,716     1,691     (7,780 )
                       
   

Income (loss) from continuing operations

    6,513     8,428     9,767     2,101     (17,110 )
   

Loss from discontinued operations

            (457 )   (53 )    
                       
   

Net income (loss)

    6,513     8,428     9,310     2,048     (17,110 )
   

Net income (loss) attributable to non-controlling interest

    3,762     3,460     3,832     741     (3,750 )
                       
   

Net income (loss) attributable to CCCS Corporate Holdings Inc. 

  $ 2,751   $ 4,968   $ 5,478   $ 1,307   $ (13,360 )
                       

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  Year Ended December 31,   Three Months
Ended March 31,
 
(In thousands, except for store count)
  2008   2009   2010   2010   2011  
 
   
   
   
  (unaudited)
 

Balance Sheet Data (at period end):

                               

Cash

  $ 37,845   $ 33,655   $ 26,125   $ 32,673   $ 25,260  

Advances and fees receivables, net

    9,002     12,230     14,416     10,401     12,148  

Total assets

    177,101     182,764     179,077     180,931     145,450  

Total debt

    91,515     88,023     80,023     86,023     73,923  

Total stockholders' equity

    56,936     63,676     70,992     64,888     53,769  

Other Operating Data (unaudited):

                               
 

Stores in operation:

                               
   

Beginning of period

    95     104     119     119     141  
   

Acquired

    12     20 *   26     24      
   

Opened

    2     2     3          
   

Closed

    5     7     7     2      
   

End of period

    104     119     141     141     141  
 

Capital Expenditures (unaudited):

                               
   

New stores

  $ 396   $ 288   $ 171   $   $  
   

Acquisitions

    1,730     11,073     3,131     2,500     661  
   

Maintenance and other

    594     433     1,564     385     285  
                       
   

Total capital expenditures

  $ 2,720   $ 11,794   $ 4,866   $ 2,885   $ 946  

*
Includes 18 stores acquired on December 29, 2009, which had a minimal impact on 2009 results.

 
  Year Ended December 31,   Three Months
Ended March 31,
 
(In thousands, except for averages, percentages or unless otherwise specified)
  2008   2009   2010   2010   2011  

Check Cashing Data (unaudited):

                               

Face amount of checks cashed ( in millions )

  $ 1,160   $ 1,093   $ 1,188   $ 284   $ 307  

Face amount of average check

  $ 450   $ 451   $ 441   $ 482   $ 472  

Average fee per check

  $ 11.00   $ 11.45   $ 10.91   $ 12.46   $ 11.43  

Fee as a percentage of average check

    2.44 %   2.54 %   2.47 %   2.57 %   2.42 %

Number of checks cashed

    2,578     2,427     2,695     589     650  

Returned Check Data (unaudited):

                               

Returned check expense

  $ 1,475   $ 1,223   $ 1,451   $ 268   $ 275  

Returned check expense as a percent of face amount of checks cashed

    0.13 %   0.11 %   0.12 %   0.09 %   0.09 %

Loan Operating Data (unaudited):

                               

Loan volume (originations and refinancings)

  $ 172,377   $ 178,865   $ 230,153   $ 46,170   $ 54,727  

Number of loan transactions

    697     736     929     187     220  

Average new loan size

  $ 247   $ 243   $ 248   $ 246   $ 249  

Average new loan fee

    35.89     35.03     34.74     36.85     36.58  

Loan fees and interest

    25,016     25,799     32,278     7,272     8,048  

Loan loss provision

    5,302     4,450     5,330     1,448     1,881  

Loan loss provision as a percentage of loan volume

    3.08 %   2.49 %   2.32 %   2.96 %   1.61 %

Gross margin on loans

  $ 19,715   $ 21,349   $ 26,948   $ 5,824   $ 7,167  

Gross margin % on loans

    11.4 %   11.9 %   11.7 %   11.9 %   13.1 %

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

        The following unaudited pro forma consolidated financial information is based on the historical financial statements of CCFI, and CCCS, each included elsewhere in this prospectus, adjusted to give pro forma effect to the California Acquisition, the Illinois Acquisition, the Alabama Acquisition, the senior notes offering, the establishment of our revolving credit facility and this offering. The unaudited pro forma consolidated statement of income for the year ended December 31, 2010 and the six-month period ended June 30, 2011 gives effect to the California Acquisition, the Illinois Acquisition, the Alabama Acquisition, the senior notes offering, the establishment of our revolving credit facility and this offering as if they were each consummated on January 1, 2010, the first day of our most recently completed fiscal year.

        Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with this unaudited pro forma consolidated financial information. The pro forma adjustments described in the accompanying notes have been made based on available information and, in the opinion of management, are reasonable. The unaudited pro forma consolidated financial information should not be considered indicative of actual results that would have been achieved had these transactions occurred on the date indicated and do not purport to indicate results of operations as of any future date or for any future period. We cannot assure you that the assumptions used in the preparation of the unaudited pro forma consolidated financial information will prove to be correct. The unaudited pro forma consolidated financial information should be read together with the information set forth under the headings "Prospectus Summary—Overview", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Business", the historical financial statements of CCFI and CCCS and the notes thereto, and the other financial information included elsewhere in this prospectus.

        The acquisition of CCCS by CCFI has been accounted for as a purchase in conformity with Accounting Standards Codification ("ASC") No. 805, Business Combinations, with intangible assets recorded in accordance with ASC No. 350, Intangibles-Goodwill and Other. The excess of the purchase price over the historical basis of the net assets to be acquired has been allocated in the accompanying pro forma condensed consolidated financial information based on management's best estimates of the fair values and certain assumptions that management believes are reasonable.

        The pro forma adjustments related to the Illinois Acquisition and the Alabama Acquisition were derived from unaudited internal financial information that was provided to us by the sellers in each Acquisition. Thus, this information was not subject to our accounting controls and has not been reviewed by our independent accountants, and we cannot assure you that it is accurate.

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Community Choice Financial Inc.
Unaudited Pro Forma Consolidated Statement of Income
for the Year ended December 31, 2010

 
  Year Ended December 31, 2010  
(dollars in thousands, except per share amounts)
  CCFI
Jan 10 – Dec 10
  California
Acquisition
Jan 10 – Dec 10
  Illinois
Acquisition
Jan 10 – Dec 10
  Alabama
Acquisition
Jan 10 – Feb 10
  Acquisition
Adjustments
  Adjustments
for Senior
Notes
Offering
  Adjustments
Relating to
This
Offering
  Total
2010