UNITED STATES SECURITIES and EXCHANGE COMMISSION Form
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2016 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35537 COMMUNITY CHOICE FINANCIAL INC. (Exact name of registrant as specified in its charter) Ohio 45-1536453 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 6785 Bobcat Way, Suite 200, Dublin, Ohio 43016 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code (614) 798-5900 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No There is no market for the registrant’s equity. The number of shares of the registrant’s classes of common stock outstanding as of December 31, 2016 was: 7,981,536 shares of common stock, $0.01 par value. 1 TABLE OF CONTENTS PART I ITEM 1. BUSINESS 5 ITEM 1A. RISK FACTORS 18 ITEM 1B. UNRESOLVED STAFF COMMENTS 43 ITEM 2. PROPERTIES 43 ITEM 3. LEGAL PROCEEDINGS 43 ITEM 4. MINE SAFETY DISCLOSURES 44 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 44 ITEM 6. SELECTED FINANCIAL DATA 45 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 46 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 65 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 66 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 110 ITEM 9A. CONTROLS AND PROCEDURES 110 ITEM 9B. OTHER INFORMATION 110 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 111 ITEM 11. EXECUTIVE COMPENSATION 114 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 128 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 130 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 132 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 133 ITEM 16. 10-K SUMMARY 137 As used in this Annual Report on Form 10-K, the “Company,” “CCFI,” “we,” “us,” and “our” refer to Community Choice Financial Inc. and its consolidated subsidiaries. 2 Forward-Looking Statements Certain statements included in this Annual Report on Form 10-K, other than historical facts, are forward-looking statements (as such term is defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations thereunder), which are intended to be covered by the safe harbors created thereby. Forward-looking statements include, without limitation, statements as to: the Company’s expected future results of operations; economic conditions; the Company’s business and growth strategy; fluctuations in quarterly operating results; the integration of acquisitions; statements as to liquidity and compliance with debt covenants; the effects of terrorist attacks, war and the economy on the Company’s business; expected increases in operating efficiencies and cost savings; estimates of intangible asset impairments and amortization expense of customer relationships and other intangible assets; the effects of legal proceedings, regulatory investigations and tax examinations; the effects of new accounting pronouncements and changes in accounting guidance; and statements as to trends or the Company’s or management’s beliefs, expectations and opinions. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “should,” “guidance,” “potential,” “continue,” “project,” “forecast,” “confident,” and similar expressions are typically used to identify forward-looking statements. These statements are based on assumptions and assessments made by the Company’s management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees of the Company’s future performance and are subject to risks and uncertainties and may be affected by various factors that may cause actual results, developments and business decisions to differ materially from those in the forward-looking statements. Some of the factors that may cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements include: risks related to the Company’s ability to grow internally; risks related to the Company’s ability to compete; risks related to the Company’s substantial indebtedness, its ability to service such debt and its ability to comply with debt covenants; risks related to the Company’s ability to incur additional debt; risks related to the Company’s ability to refinance its current indebtedness on commercially reasonable terms, if at all; risks related to the Company’s ability to meet liquidity needs; risks related to the Company’s ability to execute fully on cost savings initiatives; risks associated with acquisition integration; the risk that the Company will not be able to realize operating efficiencies in the integration of its acquisitions; risks related to fluctuations in quarterly operating results and cashflow; the risk that the Company will not be able to improve margins; risks related to changes in or new government regulations; risks related to the discontinuance of banking or merchant processing relationships; risks related to possible impairment of goodwill and other intangible assets; risks related to litigation, regulatory investigations and tax examinations; risks related to negative perception of our business; risks related to our ability to attract new customers; risks related to our concentration in certain markets; risks related to our reliance on third party product or service providers; risks related to our use of and reliance on consumer credit information and errors in our underwriting models; 3 risks related to the Company’s dependence on senior management; risks related to security and privacy breaches; risks associated with technology; risks related to the availability of qualified employees; risks related to reliance on independent telecommunications service providers; risks related to possible future terrorist attacks; risks related to natural disasters or the threat or outbreak of war or hostilities; risks that our controlling shareholders’ interest may conflict with the interests of other investors; risks that our business may suffer if our trademarks or service marks are infringed; risks that our insurance coverage limits are inadequate, or increases in our insurance costs impact profitability or we suffer losses due to one or more of our insurance carriers defaulting on their obligations; and risks that adverse real estate market fluctuations could affect our profits. The Company can give no assurance that any of the events anticipated by the forward-looking statements will occur or, if any of them do occur, what impact they will have on our results of operations and financial condition. The Company disclaims any intent or obligation to publicly update or revise any forward-looking statements, regardless of whether new information becomes available, future developments occur or otherwise. For additional information concerning the risks that affect us, see “Part I. — Item 1A. Risk Factors” of this Report on Form 10-K. 4 PART I ITEM 1. BUSINESS Overview Community