Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
EZCORP, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
June 30,
2020
June 30,
2019
September 30,
2019
(Unaudited)
Assets:
Current assets:
Cash and cash equivalents
$
311,130
$
138,922
$
157,567
Restricted cash
4,000
—
4,875
Pawn loans
113,290
190,299
199,058
Pawn service charges receivable, net
17,432
29,847
31,802
Inventory, net
123,112
175,802
179,355
Notes receivable, net
3,866
16,166
7,182
Prepaid expenses and other current assets
25,754
37,365
25,921
Total current assets
598,584
588,401
605,760
Investments in unconsolidated affiliates
29,483
30,922
34,516
Property and equipment, net
58,098
66,214
67,357
Lease right-of-use asset
204,591
—
—
Goodwill
257,326
300,700
300,527
Intangible assets, net
65,003
63,646
68,044
Notes receivable, net
1,140
10,912
1,117
Deferred tax asset, net
5,505
3,956
1,998
Other assets
4,572
4,472
4,383
Total assets
$
1,224,302
$
1,069,223
$
1,083,702
Liabilities and equity:
Current liabilities:
Current maturities of long-term debt, net
$
268
$
215
$
214
Accounts payable, accrued expenses and other current liabilities
58,358
59,981
77,957
Customer layaway deposits
11,902
12,750
12,915
Lease liability
48,840
—
—
Total current liabilities
119,368
72,946
91,086
Long-term debt, net
247,618
235,449
238,380
Deferred tax liability, net
2,165
7,522
1,985
Lease liability
167,716
—
—
Other long-term liabilities
7,523
5,990
7,302
Total liabilities
544,390
321,907
338,753
Commitments and contingencies (Note 11)
Stockholders’ equity:
Class A Non-voting Common Stock, par value $.01 per share; shares authorized: 100 million; issued and outstanding: 52,097,590 as of June 30, 2020; 52,475,070 as of June 30, 2019; and 52,565,064 as of September 30, 2019
521
524
526
Class B Voting Common Stock, convertible, par value $.01 per share; shares authorized: 3 million; issued and outstanding: 2,970,171
30
30
30
Additional paid-in capital
408,601
404,880
407,628
Retained earnings
341,517
389,808
389,163
Accumulated other comprehensive loss
( 70,757
)
( 47,926
)
( 52,398
)
Total equity
679,912
747,316
744,949
Total liabilities and equity
$
1,224,302
$
1,069,223
$
1,083,702
See accompanying notes to unaudited interim condensed consolidated financial statements.
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EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended June 30,
Nine Months Ended June 30,
2020
2019
2020
2019
(Unaudited)
(in thousands, except per share amounts)
Revenues:
Merchandise sales
$
136,537
$
103,902
$
393,095
$
346,186
Jewelry scrapping sales
20,303
18,212
41,709
37,873
Pawn service charges
52,460
78,980
217,407
244,298
Other revenues
933
1,371
3,740
4,533
Total revenues
210,233
202,465
655,951
632,890
Merchandise cost of goods sold
91,859
70,271
261,711
225,183
Jewelry scrapping cost of goods sold
16,158
15,765
33,529
32,648
Other cost of revenues
32
576
1,093
1,467
Net revenues
102,184
115,853
359,618
373,592
Operating expenses:
Operations
83,838
86,095
262,835
266,737
Administrative
14,688
13,685
46,797
41,814
Impairment of goodwill and intangible assets
—
—
47,060
—
Depreciation and amortization
7,679
7,254
23,174
21,114
Loss on sale or disposal of assets and other
255
24
1,260
3,643
Total operating expenses
106,460
107,058
381,126
333,308
Operating (loss) income
( 4,276
)
8,795
( 21,508
)
40,284
Interest expense
5,379
9,832
16,589
27,212
Interest income
( 628
)
( 3,172
)
( 2,412
)
( 9,637
)
Equity in net (income) loss of unconsolidated affiliates
1,183
( 1,320
)
5,896
( 632
)
Impairment of investment in unconsolidated affiliates
—
—
—
19,725
Other (income) expense
8
( 4
)
( 282
)
( 121
)
(Loss) income from continuing operations before income taxes
( 10,218
)
3,459
( 41,299
)
3,737
Income tax (benefit) expense
( 4,751
)
98
3,757
1,377
(Loss) income from continuing operations, net of tax
( 5,467
)
3,361
( 45,056
)
2,360
Loss from discontinued operations, net of tax
( 20
)
( 203
)
( 67
)
( 404
)
Net (loss) income
( 5,487
)
3,158
( 45,123
)
1,956
Net loss attributable to noncontrolling interest
—
—
—
( 1,230
)
Net (loss) income attributable to EZCORP, Inc.
$
( 5,487
)
$
3,158
$
( 45,123
)
$
3,186
Basic (loss) earnings per share attributable to EZCORP, Inc. — continuing operations
$
( 0.10
)
$
0.06
$
( 0.81
)
$
0.06
Diluted (loss) earnings per share attributable to EZCORP, Inc. — continuing operations
$
( 0.10
)
$
0.06
$
( 0.81
)
$
0.06
Weighted-average basic shares outstanding
55,068
55,445
55,395
55,306
Weighted-average diluted shares outstanding
55,231
55,487
55,483
55,327
See accompanying notes to unaudited interim condensed consolidated financial statements.
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EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
Three Months Ended June 30,
Nine Months Ended June 30,
2020
2019
2020
2019
(Unaudited)
(in thousands)
Net (loss) income
$
( 5,487
)
$
3,158
$
( 45,123
)
$
1,956
Other comprehensive (loss) income:
Foreign currency translation loss, net of income tax benefit for our investment in unconsolidated affiliate of $561 and $181 for the three and nine months ended June 30, 2020, respectively, and $45 and ($470) for the three and nine months ended June 30, 2019.
5,416
2,024
( 18,359
)
( 5,570
)
Comprehensive (loss) income
( 71
)
5,182
( 63,482
)
( 3,614
)
Comprehensive loss attributable to noncontrolling interest
—
—
—
( 1,230
)
Comprehensive (loss) income attributable to EZCORP, Inc.
$
( 71
)
$
5,182
$
( 63,482
)
$
( 2,384
)
See accompanying notes to unaudited interim condensed consolidated financial statements.
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EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive Loss
Noncontrolling Interest
Total Equity
Shares
Par Value
(Unaudited, except balances as of September 30, 2018)
(in thousands)
Balances as of September 30, 2018
54,585
$
546
$
397,927
$
386,622
$
( 42,356
)
$
( 3,331
)
$
739,408
Stock compensation
—
—
2,247
—
—
—
2,247
Release of restricted stock
860
8
—
—
—
—
8
Taxes paid related to net share settlement of equity awards
—
—
( 3,288
)
—
—
—
( 3,288
)
Transfer of subsidiary shares to noncontrolling interest
—
—
3,195
—
—
( 3,195
)
—
Foreign currency translation loss
—
—
—
—
( 6,383
)
—
( 6,383
)
Net loss
—
—
—
( 3,366
)
—
( 477
)
( 3,843
)
Balances as of December 31, 2018
55,445
$
554
$
400,081
$
383,256
$
( 48,739
)
$
( 7,003
)
$
728,149
Stock compensation
—
—
2,424
—
—
—
2,424
Deconsolidation of subsidiary
—
—
—
—
—
7,756
7,756
Foreign currency translation loss
—
—
—
—
( 1,211
)
—
( 1,211
)
Net income (loss)
—
—
—
3,394
—
( 753
)
2,641
Balances as of March 31, 2019
55,445
$
554
$
402,505
$
386,650
$
( 49,950
)
$
—
$
739,759
Stock compensation
—
—
2,375
—
—
—
2,375
Foreign currency translation gain
—
—
—
—
2,024
—
2,024
Net income
—
—
—
3,158
—
—
3,158
Balances as of June 30, 2019
55,445
$
554
$
404,880
$
389,808
$
( 47,926
)
$
—
$
747,316
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Common Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive Loss
Total Equity
Shares
Par Value
(Unaudited, except balances as of September 30, 2019)
(in thousands)
Balances as of September 30, 2019
55,535
$
556
$
407,628
$
389,163
$
( 52,398
)
$
744,949
Stock compensation
—
—
1,695
—
—
1,695
Release of restricted stock
463
5
—
—
—
5
Taxes paid related to net share settlement of equity awards
—
—
( 1,395
)
—
—
( 1,395
)
Foreign currency translation gain
—
—
—
—
6,071
6,071
Purchase and retirement of treasury stock
( 142
)
( 2
)
( 488
)
( 473
)
—
( 963
)
Net income
—
—
—
1,238
—
1,238
Balances as of December 31, 2019
55,856
$
559
$
407,440
$
389,928
$
( 46,327
)
$
751,600
Stock compensation
—
—
930
—
—
930
Release of restricted stock
13
1
—
—
—
1
Taxes paid related to net share settlement of equity awards
—
—
( 63
)
—
—
( 63
)
Foreign currency translation loss
—
—
—
—
( 29,846
)
( 29,846
)
Purchase and retirement of treasury stock
( 801
)
( 9
)
( 2,136
)
( 2,050
)
—
( 4,195
)
Net loss
—
—
—
( 40,874
)
—
( 40,874
)
Balances as of March 31, 2020
55,068
$
551
$
406,171
$
347,004
$
( 76,173
)
$
677,553
Stock compensation
—
—
2,430
—
—
2,430
Foreign currency translation gain
—
—
—
—
5,416
5,416
Net loss
—
—
—
( 5,487
)
—
( 5,487
)
Balances as of June 30, 2020
55,068
$
551
$
408,601
$
341,517
$
( 70,757
)
$
679,912
See accompanying notes to unaudited interim condensed consolidated financial statements.
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EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended June 30,
2020
2019
(Unaudited)
(in thousands)
Operating activities:
Net (loss) income
$
( 45,123
)
$
1,956
Adjustments to reconcile net (loss) income to net cash flows from operating activities:
Depreciation and amortization
23,174
21,114
Amortization of debt discount and deferred financing costs
9,814
16,613
Amortization of lease right-of-use asset
34,265
—
Accretion of notes receivable discount and deferred compensation fee
( 688
)
( 3,788
)
Deferred income taxes
( 3,327
)
5,003
Impairment of goodwill and intangible assets
47,060
—
Impairment of investment in unconsolidated affiliate
—
19,725
Other adjustments
2,128
1,875
Reserve on jewelry scrap receivable
—
3,646
Stock compensation expense
5,093
7,036
Equity in net loss (gain) from investment in unconsolidated affiliates
5,896
( 632
)
Changes in operating assets and liabilities, net of business acquisitions:
Service charges and fees receivable
14,076
1,301
Inventory
7,990
1,377
Prepaid expenses, other current assets and other assets
( 3,348
)
( 4,194
)
Accounts payable, accrued expenses and other liabilities
( 40,450
)
( 1,477
)
Customer layaway deposits
( 709
)
949
Income taxes
514
( 5,527
)
Net cash provided by operating activities
56,365
64,977
Investing activities:
Loans made
( 442,752
)
( 542,512
)
Loans repaid
321,718
328,079
Recovery of pawn loan principal through sale of forfeited collateral
248,290
211,979
Additions to property and equipment, net
( 20,867
)
( 24,568
)
Acquisitions, net of cash acquired
—
( 8,116
)
Principal collections on notes receivable
4,000
21,900
Net cash provided by (used in) investing activities
110,389
( 13,238
)
Financing activities:
Taxes paid related to net share settlement of equity awards
( 1,458
)
( 3,288
)
Payout of deferred consideration
( 350
)
—
Proceeds from borrowings, net of issuance costs
( 106
)
1,064
Payments on borrowings
( 316
)
( 195,877
)
Repurchase of common stock
( 5,158
)
—
Net cash used in financing activities
( 7,388
)
( 198,101
)
Effect of exchange rate changes on cash and cash equivalents and restricted cash
( 6,678
)
( 294
)
Net increase (decrease) in cash, cash equivalents and restricted cash
152,688
( 146,656
)
Cash, cash equivalents and restricted cash at beginning of period
162,442
285,578
Cash, cash equivalents and restricted cash at end of period
$
315,130
$
138,922
Non-cash investing and financing activities:
Pawn loans forfeited and transferred to inventory
$
200,160
$
221,940
See accompanying notes to unaudited interim condensed consolidated financial statements.
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EZCORP, Inc.
Notes to Interim Condensed Consolidated Financial Statements (Unaudited)
June 30, 2020
NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
When used in this report, the terms “we,” “us,” “our,” “EZCORP” and the “Company” mean EZCORP, Inc. and its consolidated subsidiaries, collectively.
We are a leading provider of pawn loans in the United States and Latin America. Pawn loans are non-recourse loans collateralized by tangible property. We also sell merchandise, primarily collateral forfeited from pawn lending operations and used merchandise purchased from customers. Additionally, we operate a small number of financial services stores in Canada.
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. Our management has included all adjustments it considers necessary for a fair presentation and which are of a normal, recurring nature. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to current year presentation.
The accompanying financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended September 30, 2019 . The balance sheet as of September 30, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.
Our business is subject to seasonal variations, and operating results for the three and nine months ended June 30, 2020 and 2019 (the "current quarter" and "current nine-months" and "prior-year quarter" and "prior-year nine-months," respectively) are not necessarily indicative of the results of operations for the full fiscal year.
There have been no changes in significant accounting policies as described in our Annual Report on Form 10-K for the year ended September 30, 2019 , other than those described below and in Note 12 .
Use of Estimates and Assumptions
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. The Company regularly evaluates estimates and judgments, including those related to revenue recognition, inventories, loan loss allowances, long-lived and intangible assets, share-based compensation, income taxes, contingencies and litigation. The Company bases its estimates on historical experience, observable trends and various other assumptions that it believes to be reasonable under the circumstances. We use this information to make judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from the Company's estimates under different assumptions or conditions.
Impact of COVID-19
In December 2019, a novel strain of coronavirus “COVID-19” was identified in Wuhan, China. COVID-19 has caused a global health emergency and was declared a worldwide pandemic by the World Health Organization on March 11, 2020. In an effort to slow and contain the spread of COVID-19, local, state and national governments implemented various measures, which have impacted businesses worldwide.
The Company began to see the impact of COVID-19 to our operations in mid-March when the closure of non-essential businesses and the implementation of stay-at-home requirements began in our geographic locations. During the third quarter, we were able to keep virtually all of our stores in the U.S. and Mexico open for business and operating under enhanced safety measures and restrictions on occupancy, but store closure orders in our GPMX countries (Guatemala, El Salvador, Honduras and Peru) had a more severe impact on our business.
Starting in mid-March and continuing through most of the third quarter, we experienced a significant decline in pawn loan originations and associated loan balances as a result of a change in customer borrowing behaviors due to COVID-19. This
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reduced activity resulted in net revenue losses during the current quarter, which were partially offset by a strong increase in merchandise sales during the period.
The full extent and duration of the COVID-19 impact on the global economy generally, and on our business specifically, is currently unknown and cannot be reasonably estimated. The pandemic will have an adverse effect on our net revenues and earnings in fiscal 2020 and we expect the impact of the pandemic, and the recovery therefrom, will continue to adversely affect net revenues and earnings into fiscal 2021. A prolonged pandemic and recovery may have an adverse effect on our results of operations, financial position and liquidity in future periods.
Recently Adopted Accounting Policies
In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848) — Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate. ASU 2020-04 is effective upon issuance through December 31, 2022. This ASU has not had a significant impact on the Company's consolidated financial statements and related disclosures to date. The Company will continue to assess the applicability to any future arrangements.
Effective October 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), which requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet using the optional prospective transition method provided under ASU 2018-11, Leases- (Topic 842): Targeted Improvements. Additionally, the Company elected the package of practical expedients under Accounting Standards Codification ("ASC") 842 as well as the transition guidance elections to not separate lease and non-lease components for leases under ASC 842. Further, the Company has elected an accounting policy to not record right-of-use assets and lease liabilities for leases that have a duration of 12-months or less. See Note 5 for additional discussion.
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) (ASU 2016-13"). ASU 2016-13 modifies the measurement of expected credit losses of certain financial instruments, requiring entities to estimate an expected lifetime credit loss on financial assets. The ASU amends the impairment model to utilize an expected loss methodology and replaces the incurred loss methodology for financial instruments including trade receivables. The amendment requires entities to consider other factors, such as economic conditions and future economic conditions. A reporting entity should generally apply the amendment on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the amendment is effective. The Company is still assessing the amendments in ASU 2016-13 and does not expect the amendments will have a significant impact on the Company's consolidated financial statements and related disclosures. ASU 2016-13 is effective for the first quarter of fiscal 2021.
NOTE 2: GOODWILL AND INTANGIBLE ASSETS
We test goodwill and intangible assets with indefinite useful lives for potential impairment annually, or more frequently when there are events or circumstances that indicate it is more likely than not that an impairment exists. During the second quarter of fiscal 2020, we evaluated such events and circumstances and concluded there was an indicator of impairment due to a decline in our market capitalization. We performed a quantitative analysis as of March 31, 2020 utilizing the income approach. The income approach is based on the present value of future cash flows, which are derived from our long-term financial forecasts, and requires significant assumptions, including, among others, a discount rate and terminal value. There is inherent uncertainty associated with these key assumptions including the duration of the economic downturn associated with COVID-19 and the recovery period. As a result of our quantitative analysis, we determined the fair value of each of our reporting units was below its carrying value because of the impact of COVID-19, including a significant decline in pawn loan balances due to changes in typical customer behavior and mandated store closures in our GPMX countries. These factors impacted the forecast of future net revenues and earnings and resulted in lower present value of future cash flows. This led to a goodwill impairment charge of $ 41.3 million in the second quarter of fiscal 2020. In addition, we (a) determined an impairment had occurred in the fair values of acquired trade names of previously acquired entities in our Mexico and GPMX reporting units and recorded a related impairment of $ 2.9 million and $ 1.7 million respectively, and (b) determined the carrying amount of certain long-lived asset groups were not recoverable and recorded a related impairment of $ 1.1 million in the second quarter of 2020. These impairments were recorded under "Impairment of goodwill and intangible assets" in the condensed consolidated statements of operations. We further evaluated events and circumstances as of June 30, 2020 and determined there were no impairment indicators. We will continue to evaluate our goodwill and intangible assets in future quarters, and note that we could be required to record additional impairments based on events and circumstances.
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The changes in the carrying amount of goodwill by reportable segment for fiscal 2020 were as follows:
Nine Months Ended June 30, 2020
U.S. Pawn
Latin America Pawn
Consolidated
(in millions)
Balance at September 30, 2019
$
251.9
$
46.7
$
298.6
Impairment charge
$
( 10.0
)
$
( 31.3
)
$
( 41.3
)
Balance at June 30, 2020
241.9
15.4
257.3
Cumulative goodwill impairment charges
$
10.0
$
31.3
$
41.3
NOTE 3: ACQUISITIONS
In June 2019, the Company acquired assets related to seven pawn stores operating under the name "Metro Pawn" in Nevada, entering the Reno market and expanding our presence in the Las Vegas metropolitan area, for an aggregate purchase price of $ 7.0 million in cash, of which $ 3.9 million was recorded as goodwill. In December 2018, we acquired assets related to five pawn stores in Mexico for an aggregate purchase price of $ 0.3 million in cash, of which $ 0.1 million was recorded as goodwill. Substantially all goodwill attributable to the fiscal 2019 acquisitions is deductible for tax purposes. We have concluded that these acquisitions were immaterial to our overall consolidated financial results and, therefore, have omitted information that would otherwise be required.
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NOTE 4: EARNINGS PER SHARE
Components of basic and diluted earnings per share and excluded antidilutive potential common shares are as follows:
Three Months Ended June 30,
Nine Months Ended June 30,
2020
2019
2020
2019
(in thousands, except per share amounts)
Net (loss) income from continuing operations attributable to EZCORP (A)
$
( 5,467
)
$
3,361
$
( 45,056
)
$
3,590
Loss from discontinued operations, net of tax (B)
( 20
)
( 203
)
( 67
)
( 404
)
Net (loss) income attributable to EZCORP (C)
$
( 5,487
)
$
3,158
$
( 45,123
)
$
3,186
Weighted-average outstanding shares of common stock (D)
55,068
55,445
55,395
55,306
Dilutive effect of restricted stock*
163
42
88
21
Weighted-average common stock and common stock equivalents (E)
55,231
55,487
55,483
55,327
Basic (loss) earnings per share attributable to EZCORP:
Continuing operations (A / D)
$
( 0.10
)
$
0.06
$
( 0.81
)
$
0.06
Discontinued operations (B / D)
—
—
—
—
Basic (loss) earnings per share (C / D)
$
( 0.10
)
$
0.06
$
( 0.81
)
$
0.06
Diluted (loss) earnings per share attributable to EZCORP:
Continuing operations (A / E)
$
( 0.10
)
$
0.06
$
( 0.81
)
$
0.06
Discontinued operations (B / E)
—
—
—
—
Diluted (loss) earnings per share (C / E)
$
( 0.10
)
$
0.06
$
( 0.81
)
$
0.06
Potential common shares excluded from the calculation of diluted earnings per share above*:
Restricted stock**
3,042
2,891
2,677
2,804
*
Includes time-based share-based awards and Convertible Note Warrants. See Note 8 for discussion of the terms and conditions of the potential impact of the 2019 Convertible Notes Warrants, 2024 Convertible Notes and 2025 Convertible Notes.
**
Includes antidilutive share-based awards as well as performance-based and market conditioned share-based awards that are contingently issuable, but for which the condition for issuance has not been met as of the end of the reporting period.
NOTE 5: LEASES
Effective October 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842). The Company's lease portfolio consists primarily of operating leases for pawn locations and corporate offices. Those leases have initial terms ranging from three to ten years and typically allows for renewals in increments of three to five -years. The Company generally accounts for the initial lease term of our pawn locations as up to ten years , including renewal options. Our primary corporate office is leased through March 2029 with escalating rent payments annually and includes two five -year extension options at the end of the initial lease term. Our pawn location lease agreements generally include rent escalations throughout the initial lease term, with certain future rental payments contingent on increases in the consumer price index, included in variable lease expense. The Company elected to utilize the transition guidance accounting policy elections available, including to not account for lease and non-lease components separately. Lease components generally include rent, taxes and insurance, while non-lease components generally include common area or other maintenance.
The Company determines if an arrangement is or contains a lease at inception.
The weighted-average remaining lease term for operating leases as of June 30, 2020 was 5.58 years . As our leases generally do not include an implicit rate, we compute our incremental borrowing rate based on information available at the lease commencement date applying the portfolio approach to groups of leases with similar characteristics. The Company used incremental borrowing rates that match the duration of the remaining lease terms of our operating leases on a fully collateralized basis upon adoption to initially measure our lease liability. The weighted average incremental borrowing rate used to measure the lease liability as of June 30, 2020 was 8.25 % .
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The details of the Company's right-of-use asset and lease liability recognized upon adoption of ASC 842, computed based on the consumer price index and foreign currency exchange rate as applicable then in effect and excluding executory costs on October 1, 2019 are as follows (in thousands):
Right-of-use asset
$
246,028
Straight-line rent accrual
( 8,479
)
$
237,549
Lease liability, current
$
45,272
Lease liability, non-current
200,756
$
246,028
Lease expense is recognized on a straight-line basis over the lease term with variable lease expense recognized in the period in which the costs are incurred. The components of lease expense included in "Operations" and "Administrative" expense, based on the underlying lease use, in our condensed consolidated statements of operations for the three and nine months ended June 30, 2020 are as follows (in thousands):
Three Months Ended June 30,
Nine Months Ended June 30,
2020
2020
Operating lease expense
$
15,624
$
47,603
Variable lease expense
3,025
8,925
$
18,649
$
56,528
As of June 30, 2020 , maturities of lease liabilities by fiscal year were as follows (in thousands):
Three months ending September 30, 2020
$
19,161
Fiscal 2021
59,546
Fiscal 2022
50,481
Fiscal 2023
40,609
Fiscal 2024
31,154
Thereafter
70,094
$
271,045
Less: Portion representing interest
( 54,489
)
$
216,556
Less: Current portion
48,840
Total long term lease liability
$
167,716
Prior to the adoption of ASC 842, future minimum undiscounted lease payments due under non-cancelable leases as of September 30, 2019 for each subsequent fiscal year were as follows (in thousands):
2020
$
69,291
2021
60,588
2022
46,720
2023
32,062
2024
19,969
Thereafter
39,256
$
267,886
We present changes in the lease right-of-use asset and lease liabilities gross in the Company's condensed consolidated statements of cash flows. The supplemental cash flow information relating to our operating leases for the nine months ended
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June 30, 2020 is as follows (in thousands):
Lease right-of-use assets obtained in exchange for operating lease liabilities subsequent to adoption of Topic 842
$
10,136
NOTE 6: STRATEGIC INVESTMENTS
As of June 30, 2020 , the Company owned 214,183,714 shares, or approximately 34.75 % , of Cash Converters International Limited ("Cash Converters International"). The following tables present summary financial information for Cash Converters International’s most recently reported results at December 31, 2019 after translation to U.S. dollars:
December 31,
2019
2018
(in thousands)
Current assets
$
164,906
$
172,836
Non-current assets
199,277
151,492
Total assets
$
364,183
$
324,328
Current liabilities
$
93,958
$
81,165
Non-current liabilities
60,503
22,109
Shareholders’ equity
209,722
221,054
Total liabilities and shareholders’ equity
$
364,183
$
324,328
Half-Year Ended December 31,
2019
2018
(in thousands)
Gross revenues
$
98,531
$
99,390
Gross profit
59,250
56,884
Net loss
( 13,280
)
( 3,791
)
On October 21, 2019, Cash Converters International agreed to settle a class action lawsuit previously filed on behalf of borrowers residing in Queensland, Australia who took out personal loans from Cash Converters International between July 30, 2009 and June 30, 2013. Cash Converters International agreed to pay AUD $ 42.5 million , subject to court approval. The Company recorded a charge, net of tax, of $ 7.1 million for its proportionate share of the settlement in the first quarter of fiscal 2020 related to this event, in addition to the Company's share of earnings from Cash Converters International. See Note 7 for the fair value and carrying value of the Company's investment in Cash Converters International.
NOTE 7: FAIR VALUE MEASUREMENTS
The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:
•
Level 1 — Quoted market prices in active markets for identical assets or liabilities.
•
Level 2 — Other observable market-based inputs or unobservable inputs that are corroborated by market data.
•
Level 3 — Unobservable inputs that are not corroborated by market data.
We have elected not to measure at fair value any eligible items for which fair value measurement is optional.
There were no transfers in or out of Level 1, Level 2 or Level 3 for financial assets or liabilities measured at fair value on a recurring basis during the periods presented.
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The tables below present our financial assets and liabilities that are not measured at fair value on a recurring basis:
Carrying Value
Estimated Fair Value
June 30, 2020
June 30, 2020
Fair Value Measurement Using
Level 1
Level 2
Level 3
(in thousands)
Financial assets:
Notes receivable from Grupo Finmart, net
$
3,866
$
3,945
$
—
$
—
$
3,945
2.89% promissory note receivable due April 2024
1,140
1,140
—
—
1,140
Investments in unconsolidated affiliates
29,483
33,602
25,779
—
7,823
Financial liabilities:
2024 Convertible Notes
$
115,681
$
130,669
$
—
$
130,669
$
—
2025 Convertible Notes
131,378
125,235
—
125,235
—
8.5% unsecured debt due 2024
998
998
—
—
998
CASHMAX secured borrowing facility
( 171
)
295
—
—
295
Carrying Value
Estimated Fair Value
June 30, 2019
June 30, 2019
Fair Value Measurement Using
Level 1
Level 2
Level 3
(in thousands)
Financial assets:
Notes receivable from Grupo Finmart, net
$
18,744
$
19,517
$
—
$
—
$
19,517
Zero-coupon convertible promissory note due January 2021
7,226
7,226
—
—
7,226
2.89% promissory note receivable due April 2024
1,108
1,108
—
—
1,108
Investments in unconsolidated affiliates
30,922
27,158
24,464
—
2,694
Financial liabilities:
2024 Convertible Notes
109,909
161,719
—
161,719
—
2025 Convertible Notes
124,542
159,873
—
159,873
—
8.5% unsecured debt due 2024
1,148
1,148
—
—
1,148
CASHMAX secured borrowing facility
65
804
—
—
804
Carrying Value
Estimated Fair Value
September 30, 2019
September 30, 2019
Fair Value Measurement Using
Level 1
Level 2
Level 3
(in thousands)
Financial assets:
Notes receivable from Grupo Finmart, net
$
7,182
$
7,582
$
—
$
—
$
7,582
2.89% promissory note receivable due April 2024
1,117
1,117
—
—
1,117
Investments in unconsolidated affiliates
34,516
28,308
20,252
—
8,056
Financial liabilities:
2024 Convertible Notes
$
111,311
$
139,969
$
—
$
139,969
$
—
2025 Convertible Notes
126,210
138,345
—
138,345
—
8.5% unsecured debt due 2024
1,092
1,092
—
—
1,092
CASHMAX secured borrowing facility
( 19
)
634
—
—
634
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As a result of the impact of COVID-19, certain of the above fair values as of June 30, 2020 may be highly volatile.
We estimate the carrying value of our cash and cash equivalents, pawn loans, pawn service charges receivable, current consumer loans, fees and interest receivable and other debt approximate fair value. We consider our cash and cash equivalents to be measured using Level 1 inputs and our pawn loans, pawn service charges receivable, consumer loans, fees and interest receivable and other debt to be measured using Level 3 inputs. Significant increases or decreases in the underlying assumptions used to value pawn loans, pawn service charges receivable, consumer loans, fees and interest receivable and other debt could significantly increase or decrease these fair value estimates.
We measured the fair value of the remaining deferred compensation fee due in September 2020 from the sale of Prestaciones Finmart, S.A.P.I. de C.V., SOFOM, E.N.R. ("Grupo Finmart") to Alpha Holding, S.A. de C.V. (“AlphaCredit”) in September 2016 as of June 30, 2020 under a discounted cash flow approach considering the estimated credit ratings for Grupo Finmart and AlphaCredit, with discount rates of primarily 5 % . Certain of the significant inputs used for the valuation were not observable in the market. Significant increases or decreases in the underlying assumptions used to value the notes receivable could significantly increase or decrease these fair value estimates. We remain obligated to indemnify AlphaCredit for any tax obligations arising from the Grupo Finmart business that are attributable to periods prior to the completion of the sale in September 2016, referred to as “pre-closing taxes.” Those obligations continue until the expiration of the statute of limitations applicable to the pre-closing periods. In August 2019, AlphaCredit notified us of an indemnity claim for certain pre-closing taxes, but the nature, extent and validity of such claim has yet to be determined. In March 2020, AlphaCredit paid $ 4.0 million of the remaining deferred compensation into an escrow account pending resolution of the claim; we recorded that amount under “Restricted cash” in our condensed consolidated balance sheet as of June 30, 2020 . We reviewed the financial statements of Grupo Finmart and AlphaCredit including the calculation of synthetic credit spreads as described above in making our determination that the Parent Loan Notes are collectible on an ongoing basis.
The Company uses the equity method of accounting for its 13 % ownership in a previously consolidated variable interest entity ("RDC") over which we no longer have the power to direct the activities that most significantly affect its economic performance. We believe its fair value approximates carrying value although such fair value is highly variable and includes significant unobservable inputs.
The Company measured the fair value of the 2024 and 2025 Convertible Notes using quoted price inputs. The notes are not actively traded, and thus the price inputs represent a Level 2 measurement. As the quoted price inputs are highly variable from day to day, the fair value estimates disclosed above could significantly increase or decrease.
NOTE 8: DEBT
The following tables present the Company's debt instruments outstanding, contractual maturities and interest expense:
June 30, 2020
June 30, 2019
September 30, 2019
Gross Amount
Debt Discount and Issuance Costs
Carrying Amount
Gross Amount
Debt Discount and Issuance Costs
Carrying Amount
Gross Amount
Debt Discount and Issuance Costs
Carrying Amount
(in thousands)
2024 Convertible Notes
143,750
( 28,069
)
115,681
143,750
( 33,841
)
109,909
143,750
( 32,439
)
111,311
2025 Convertible Notes
172,500
( 41,122
)
131,378
172,500
( 47,958
)
124,542
172,500
( 46,290
)
126,210
8.5% unsecured debt due 2024*
998
—
998
1,148
—
1,148
1,092
—
1,092
CASHMAX secured borrowing facility*
295
( 466
)
( 171
)
804
( 739
)
65
634
( 653
)
( 19
)
Total
$
317,543
$
( 69,657
)
$
247,886
$
318,202
$
( 82,538
)
$
235,664
$
317,976
$
( 79,382
)
$
238,594
Less current portion
268
—
268
215
—
215
214
—
214
Total long-term debt
$
317,275
$
( 69,657
)
$
247,618
$
317,987
$
( 82,538
)
$
235,449
$
317,762
$
( 79,382
)
$
238,380
*
Amount translated from Guatemalan quetzals and Canadian dollars as of applicable period end. Certain disclosures omitted due to materiality considerations.
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Schedule of Contractual Maturities
Total
Less Than 1 Year
1 - 3 Years
3 - 5 Years
More Than 5 Years
(in thousands)
2024 Convertible Notes*
$
143,750
$
—
$
—
$
143,750
$
—
2025 Convertible Notes*
172,500
—
—
172,500
—
8.5% unsecured debt due 2024
998
268
430
300
—
CASHMAX secured borrowing facility
295
—
295
—
—
$
317,543
$
268
$
725
$
316,550
$
—
*
Excludes the potential impact of embedded derivatives as discussed below.
Three Months Ended June 30,
Nine Months Ended June 30,
2020
2019
2020
2019
(in thousands)
2019 Convertible Notes:
Contractual interest expense
$
—
$
896
$
—
$
3,034
Amortization of debt discount and deferred financing costs
—
2,314
—
7,567
Total interest expense
$
—
$
3,210
$
—
$
10,601
2024 Convertible Notes:
Contractual interest expense
$
1,033
$
1,033
$
3,100
$
3,099
Amortization of debt discount and deferred financing costs
1,484
1,376
4,370
4,051
Total interest expense
$
2,517
$
2,409
$
7,470
$
7,150
2025 Convertible Notes:
Contractual interest expense
$
1,024
$
1,024
$
3,072
$
3,072
Amortization of debt discount and deferred financing costs
1,754
1,630
5,168
4,806
Total interest expense
$
2,778
$
2,654
$
8,240
$
7,878
2.375 % Convertible Senior Notes Due 2025
In May 2018, the Company issued $ 172.5 million aggregate principal amount of 2.375 % Convertible Senior Notes Due 2025 (the “2025 Convertible Notes”). The 2025 Convertible Notes were issued pursuant to an indenture dated May 14, 2018 (the "2018 Indenture") by and between the Company and Wells Fargo Bank, National Association, as the original trustee. The 2025 Convertible Notes were issued in a private offering under Rule 144A under the Securities Act of 1933. The 2025 Convertible Notes pay interest semi-annually in arrears at a rate of 2.375 % per annum on May 1 and November 1 of each year, commencing November 1, 2018, and mature on May 1, 2025 (the "2025 Maturity Date"), unless converted, redeemed or repurchased in accordance with the terms prior to such date. The carrying amount of the 2025 Convertible Notes as a separate equity-classified instrument (the “2025 Convertible Notes Embedded Derivative”) included in “Additional paid-in capital” in our condensed consolidated balance sheets as of June 30, 2020 was $ 39.0 million . The effective interest rate for the three and nine months ended June 30, 2020 was approximately 9 % . As of June 30, 2020 , the remaining unamortized debt discount and issuance costs will be amortized through the 2025 Maturity Date assuming no early conversion.
The 2025 Convertible Notes are convertible into cash or shares of Class A Non-voting Common Stock ("Class A Common Stock"), or any combination thereof, at the Company's option subject to satisfaction of certain conditions and during the periods described in the 2018 Indenture, based on an initial conversion rate of 62.8931 shares of Class A Common Stock per $1,000 principal amount of 2025 Convertible Notes (equivalent to an initial conversion price of $ 15.90 per share of the Company's Class A Common Stock). The Company accounts for the Class A Common Stock issuable upon conversion under the treasury stock method. To the extent the Company's average share price is over $ 15.90 per share for any fiscal quarter or year-to-date period, the Company is required to recognize incremental dilution of the Company's earnings per share.
If, among other triggers described in the 2018 Indenture, the market price of the Company's Class A Common Stock meets the threshold based on at least 20 of the final 30 trading days of the quarter for the 2025 Convertible Notes to become convertible at the option of the holders during the subsequent quarter, the Company may be required to classify the 2025 Convertible Notes as current on the Company's condensed consolidated balance sheets for each quarter in which such triggers are met. The stock
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trading price condition and other triggers are measured on a quarter-by-quarter basis and were not met as of June 30, 2020 . As of June 30, 2020 , the if-converted value of the 2025 Convertible Notes did not exceed the principal amount.
2.875 % Convertible Senior Notes Due 2024
In July 2017, the Company issued $ 143.75 million aggregate principal amount of 2.875 % Convertible Senior Notes Due 2024 (the “2024 Convertible Notes”). The 2024 Convertible Notes were issued pursuant to an indenture dated July 5, 2017 (the "2017 Indenture") by and between the Company and Wells Fargo Bank, National Association, as the original trustee. The 2024 Convertible Notes were issued in a private offering under Rule 144A under the Securities Act of 1933. The 2024 Convertible Notes pay interest semi-annually in arrears at a rate of 2.875 % per annum on January 1 and July 1 of each year, commencing January 1, 2018, and mature on July 1, 2024 (the "2024 Maturity Date"), unless converted, redeemed or repurchased in accordance with the terms prior to such date. The carrying amount of the 2024 Convertible Notes as a separate equity-classified instrument (the “2024 Convertible Notes Embedded Derivative”) included in “Additional paid-in capital” in our condensed consolidated balance sheets of June 30, 2020 was $ 25.3 million . The effective interest rate for the three and nine months ended June 30, 2020 was approximately 9 % . As of June 30, 2020 , the remaining unamortized debt discount and issuance costs will be amortized through the 2024 Maturity Date assuming no early conversion.
The 2024 Convertible Notes are convertible into cash or shares of Class A Common Stock, or any combination thereof, at the Company's option subject to satisfaction of certain conditions and during the periods described in the 2017 Indenture, based on an initial conversion rate of 100 shares of Class A Common Stock per $1,000 principal amount of 2024 Convertible Notes (equivalent to an initial conversion price of $ 10.00 per share of the Company's Class A Common Stock). The Company accounts for the Class A Common Stock issuable upon conversion under the treasury stock method. To the extent the Company's average share price is over $ 10.00 per share for any fiscal quarter, the Company is required to recognize incremental dilution of our earnings per share.
If, among other triggers described in the 2017 Indenture, the market price of the Company's Class A Common Stock meets the threshold based on at least 20 of the final 30 trading days of the quarter for the 2024 Convertible Notes to become convertible at the option of the holders during the subsequent quarter, the Company may be required to classify the 2024 Convertible Notes as current on the Company's condensed consolidated balance sheets for each quarter in which such triggers are met. The stock trading price condition and other triggers are measured on a quarter-by-quarter basis and were not met as of June 30, 2020 . As of June 30, 2020 , the if-converted value of the 2024 Convertible Notes did not exceed the principal amount.
2.125 % Cash Convertible Senior Notes Due 2019
In June 2014, the Company issued $ 200 million aggregate principal amount of 2.125 % Cash Convertible Senior Notes Due 2019 (the "2019 Convertible Notes"), with an additional $ 30 million principal amount of 2019 Convertible Notes issued in July 2014. In July 2017, the Company used $ 34.4 million of net proceeds from the 2024 Convertible Notes offering to repurchase and retire $ 35.0 million aggregate principal amount of 2019 Convertible Notes. The 2019 Convertible Notes paid interest semi-annually in arrears at a rate of 2.125 % per annum on June 15 and December 15 of each year. The 2019 Convertible Notes matured on June 15, 2019 (the "2019 Maturity Date") , and the remaining $ 195.0 million aggregate principal amount outstanding plus accrued interest was repaid using cash on hand.
2019 Convertible Notes Warrants
In connection with the issuance of the 2019 Convertible Notes, the Company also sold net-share-settled warrants (the “2019 Convertible Notes Warrants”). The 2019 Convertible Notes Warrants allowed for the purchase of up to approximately 14.3 million shares of the Company's Class A Common Stock at a strike price of $ 20.83 per share. The Company accounted for the Class A Common Stock issuable upon exercise under the treasury stock method. The 2019 Convertible Notes Warrants began to expire on a daily basis after we repaid the 2019 Convertible Notes and the last of the unexpired 2019 Convertible Notes Warrants expired in May 2020. As of June 30, 2020, there were no 2019 Convertible Notes Warrants outstanding, and no shares of Class A Common Stock were ever issued pursuant to the 2019 Convertible Notes Warrants.
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Table of Contents
CASHMAX Secured Borrowing Facility
In November 2018, the Company entered into a receivable's securitization facility with a third-party lender (the "lender") to provide funding for installment loan originations in our Canadian CASHMAX business. Under the facility, a variable interest entity (the "trust") has the right, subject to various conditions, to borrow up to CAD $ 25 million from the lender (the "third-party loan") and use the proceeds to purchase interests in installment loan receivables generated by CASHMAX. The trust uses collections on the transferred receivables to pay various amounts in accordance with an agreed priority arrangement, including expenses, its obligations under the third-party loan and, to the extent available, amounts owned to CASHMAX with respect to the purchase price of the transferred receivables and CASHMAX's retained interest in the receivables. CASHMAX has no obligation with respect to the third-party loan or the transferred receivables except to (a) service the underlying installment loans on behalf of the trust and (b) pay amounts owed under or repurchase the underlying installment loans in the event of a breach by CASHMAX or in certain other limited circumstances. The facility is nonrecourse to EZCORP (subject to certain limited guaranty obligations), allowed borrowing through November 2019, and fully matures in November 2021. The Company's obligation under the facility as of June 30, 2020 was $ 0.3 million .
NOTE 9: COMMON STOCK AND STOCK COMPENSATION
Common Stock Repurchase Program
In December 2019, the Company's Board of Directors (the "Board") authorized the repurchase of up to $ 60.0 million of our Class A Common Stock over three years . Repurchases under the program were suspended in March 2020 in order to preserve liquidity as a result of uncertainties regarding the COVID-19 pandemic. No share repurchases under the program were made during the third quarter. During the nine months ended June 30, 2020 , the Company repurchased and retired 943,149 shares of our Class A Common Stock for $ 5.2 million , which amount was allocated between "Additional paid-in capital" and "Retained earnings" in the Company's condensed consolidated balance sheets.
Stock Compensation
As of September 30, 2019, the EZCORP, Inc. 2010 Long-Term Incentive Plan, which has been approved by the Company's Board, permitted grants of options, restricted stock awards and stock appreciation rights covering up to 5,485,649 shares of the Company's Class A Common Stock.
During the first quarter of fiscal 2020, the Company granted a total of 222,912 restricted stock awards to nine non-employee directors. These awards vest on September 30, 2020 and are subject only to service conditions.
The number of long-term incentive award shares and units granted are generally determined based on the Company share price as of the beginning of the fiscal year, which was $ 6.46 for fiscal 2020 awards.
NOTE 10: INCOME TAXES
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law and includes certain income tax provisions relevant to businesses. The Company recognized the effect on the consolidated financial statements in the period the law was enacted in, the period ended March 31, 2020. For the period ended June 30, 2020, the CARES Act has not had a material impact on the Company’s consolidated financial statements. At this time, the Company does not expect the impact of the CARES Act to have a material impact on the Company’s consolidated financial statements for the year ending September 30, 2020.
NOTE 11: CONTINGENCIES
Currently and from time to time, the Company is involved in various claims, suits, investigations and legal proceedings. While we are unable to determine the ultimate outcome of any current litigation or regulatory actions, we believe their resolution will not have a material adverse effect on our financial condition, results of operations or liquidity.
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NOTE 12: SEGMENT INFORMATION
During the first quarter of fiscal 2020, the Company revised its financial information our chief operating decision maker (our chief executive officer) reviews for operational decision-making purposes and for allocation of capital to include the separate financial results of our Lana business. The Company's historical segment results have been recast to conform to current presentation. The Company currently reports segment information as follows: U.S. Pawn — all pawn activities in the United States; Latin America Pawn — all pawn activities in Mexico and other parts of Latin America; Lana — our differentiated customer-centric engagement platform; and Other International — primarily the Company's equity interest in the net income of Cash Converters International and consumer finance activities in Canada. There are no inter-segment revenues presented below, and the amounts below were determined in accordance with the same accounting principles used in the Company's condensed consolidated financial statements. While we expect the operations of the Lana segment to have a positive impact on pawn loan redemption rates and therefore pawn service charges and yield, the pawn service charges will all be reported in our pawn segments rather than allocated to the Lana segment. Only discrete revenues related to the Lana segment will be reported in the Lana segment results. As a digital offering, Lana has no separate physical store locations.
Three Months Ended June 30, 2020
U.S. Pawn
Latin America Pawn
Lana
Other
International
Total Segments
Corporate Items
Consolidated
(in thousands)
Revenues:
Merchandise sales
$
116,258
$
20,279
$
—
$
—
$
136,537
$
—
$
136,537
Jewelry scrapping sales
17,129
3,174
—
—
20,303
—
20,303
Pawn service charges
41,069
11,391
—
—
52,460
—
52,460
Other revenues
40
—
9
884
933
—
933
Total revenues
174,496
34,844
9
884
210,233
—
210,233
Merchandise cost of goods sold
75,838
16,021
—
—
91,859
—
91,859
Jewelry scrapping cost of goods sold
12,875
3,283
—
—
16,158
—
16,158
Other cost of revenues
—
32
—
—
32
—
32
Net revenues
85,783
15,508
9
884
102,184
—
102,184
Segment and corporate expenses (income):
Operations
66,243
15,041
1,497
1,057
83,838
—
83,838
Administrative
—
—
—
—
—
14,688
14,688
Depreciation and amortization
2,749
1,647
337
3
4,736
2,943
7,679
Loss (gain) on sale or disposal of assets and other
234
23
—
( 20
)
237
18
255
Interest expense
—
—
36
140
176
5,203
5,379
Interest income
—
( 404
)
—
—
( 404
)
( 224
)
( 628
)
Equity in net loss of unconsolidated affiliates
—
—
—
1,183
1,183
—
1,183
Impairment of goodwill and intangible assets
—
—
—
—
—
—
—
Other (income) expense
—
( 61
)
—
( 5
)
( 66
)
74
8
Segment contribution (loss)
$
16,557
$
( 738
)
$
( 1,861
)
$
( 1,474
)
$
12,484
Income (loss) from continuing operations before income taxes
$
12,484
$
( 22,702
)
$
( 10,218
)
18
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Three Months Ended June 30, 2019
U.S. Pawn
Latin America Pawn
Lana
Other
International
Total Segments
Corporate Items
Consolidated
(in thousands)
Revenues:
Merchandise sales
$
83,904
$
19,998
$
—
$
—
$
103,902
$
—
$
103,902
Jewelry scrapping sales
13,889
4,323
—
—
18,212
—
18,212
Pawn service charges
58,635
20,345
—
—
78,980
—
78,980
Other revenues
34
67
—
1,270
1,371
—
1,371
Total revenues
156,462
44,733
—
1,270
202,465
—
202,465
Merchandise cost of goods sold
52,855
17,416
—
—
70,271
—
70,271
Jewelry scrapping cost of goods sold
11,599
4,166
—
—
15,765
—
15,765
Other cost of revenues
—
—
—
576
576
—
576
Net revenues
92,008
23,151
—
694
115,853
—
115,853
Segment and corporate expenses (income):
Operations
65,449
18,284
1,368
994
86,095
—
86,095
Administrative
—
—
—
—
—
13,685
13,685
Depreciation and amortization
2,934
1,626
—
72
4,632
2,622
7,254
(Gain) loss on sale or disposal of assets and other
4
( 8
)
—
6
2
22
24
Interest expense
—
1,491
—
76
1,567
8,265
9,832
Interest income
—
( 376
)
—
—
( 376
)
( 2,796
)
( 3,172
)
Equity in net income of unconsolidated affiliates
—
—
—
( 1,320
)
( 1,320
)
—
( 1,320
)
Impairment of investment in unconsolidated affiliates
—
—
—
—
—
—
—
Other expense (income)
—
34
—
6
40
( 44
)
( 4
)
Segment contribution (loss)
$
23,621
$
2,100
$
( 1,368
)
$
860
$
25,213
Income from continuing operations before income taxes
$
25,213
$
( 21,754
)
$
3,459
19
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Nine Months Ended June 30, 2020
U.S. Pawn
Latin America Pawn
Lana
Other
International
Total Segments
Corporate Items
Consolidated
(in thousands)
Revenues:
Merchandise sales
$
314,059
$
79,036
$
—
$
—
$
393,095
$
—
$
393,095
Jewelry scrapping sales
32,905
8,804
—
—
41,709
—
41,709
Pawn service charges
166,859
50,548
—
—
217,407
—
217,407
Other revenues
107
50
13
3,570
3,740
—
3,740
Total revenues
513,930
138,438
13
3,570
655,951
—
655,951
Merchandise cost of goods sold
202,488
59,223
—
—
261,711
—
261,711
Jewelry scrapping cost of goods sold
25,430
8,099
—
—
33,529
—
33,529
Other cost of revenues
—
69
—
1,024
1,093
—
1,093
Net revenues
286,012
71,047
13
2,546
359,618
—
359,618
Segment and corporate expenses (income):
Operations
201,921
53,493
3,571
3,850
262,835
—
262,835
Administrative
—
—
—
—
—
46,797
46,797
Depreciation and amortization
8,325
5,476
726
60
14,587
8,587
23,174
Loss (gain) on sale or disposal of assets and other
234
( 72
)
—
( 20
)
142
1,118
1,260
Interest expense
—
430
—
464
894
15,695
16,589
Interest income
—
( 1,161
)
—
—
( 1,161
)
( 1,251
)
( 2,412
)
Equity in net loss of unconsolidated affiliates
—
—
—
5,896
5,896
—
5,896
Impairment of goodwill and intangible assets
10,000
35,936
—
1,124
47,060
—
47,060
Other (income) expense
—
( 303
)
—
14
( 289
)
7
( 282
)
Segment contribution (loss)
$
65,532
$
( 22,752
)
$
( 4,284
)
$
( 8,842
)
$
29,654
Income (loss) from continuing operations before income taxes
$
29,654
$
( 70,953
)
$
( 41,299
)
20
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Nine Months Ended June 30, 2019
U.S. Pawn
Latin America Pawn
Lana
Other
International
Total Segments
Corporate Items
Consolidated
(in thousands)
Revenues:
Merchandise sales
$
275,639
$
70,547
$
—
$
—
$
346,186
$
—
$
346,186
Jewelry scrapping sales
28,357
9,516
—
—
37,873
—
37,873
Pawn service charges
184,658
59,640
—
—
244,298
—
244,298
Other revenues
125
134
—
4,274
4,533
—
4,533
Total revenues
488,779
139,837
—
4,274
632,890
—
632,890
Merchandise cost of goods sold
172,931
52,252
—
—
225,183
—
225,183
Jewelry scrapping cost of goods sold
23,680
8,968
—
—
32,648
—
32,648
Other cost of revenues
—
—
—
1,467
1,467
—
1,467
Net revenues
292,168
78,617
—
2,807
373,592
—
373,592
Segment and corporate expenses (income):
Operations
200,884
54,703
4,981
6,169
266,737
—
266,737
Administrative
—
—
—
—
—
41,814
41,814
Depreciation and amortization
8,951
4,543
—
190
13,684
7,430
21,114
Loss on sale or disposal of assets and other
2,856
743
—
22
3,621
22
3,643
Interest expense
—
1,570
—
280
1,850
25,362
27,212
Interest income
—
( 1,226
)
—
—
( 1,226
)
( 8,411
)
( 9,637
)
Equity in net loss of unconsolidated affiliates
—
—
—
( 632
)
( 632
)
—
( 632
)
Impairment of investment in unconsolidated affiliates
—
—
—
19,725
19,725
—
19,725
Other (income) expense
—
( 63
)
—
290
227
( 348
)
( 121
)
Segment contribution (loss)
$
79,477
$
18,347
$
( 4,981
)
$
( 23,237
)
$
69,606
Income from continuing operations before income taxes
$
69,606
$
( 65,869
)
$
3,737
21
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NOTE 13: SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION
The following table provides supplemental information on net amounts included in the Company's condensed consolidated balance sheets and condensed consolidated statements of cash flows:
June 30, 2020
June 30, 2019
September 30, 2019
(in thousands)
Cash and cash equivalents
$
311,130
$
138,922
$
157,567
Restricted cash
4,000
—
4,875
Cash and cash equivalents and restricted cash
$
315,130
$
138,922
$
162,442
Gross pawn service charges receivable
$
23,674
$
39,443
$
41,838
Allowance for uncollectible pawn service charges receivable
( 6,242
)
( 9,596
)
( 10,036
)
Pawn service charges receivable, net
$
17,432
$
29,847
$
31,802
Gross inventory
$
133,319
$
184,886
$
189,092
Inventory reserves
( 10,207
)
( 9,084
)
( 9,737
)
Inventory, net
$
123,112
$
175,802
$
179,355
Prepaid expenses and other
$
8,980
$
13,189
$
4,784
Accounts receivable and other
6,813
20,335
10,889
Income taxes receivable
9,961
3,841
10,248
Prepaid expenses and other current assets
$
25,754
$
37,365
$
25,921
Property and equipment, gross
$
265,149
$
260,216
$
265,922
Accumulated depreciation
( 207,051
)
( 194,002
)
( 198,565
)
Property and equipment, net
$
58,098
$
66,214
$
67,357
Accounts payable
$
15,304
$
18,329
$
25,946
Accrued expenses and other
43,054
41,652
52,011
Accounts payable, accrued expenses and other current liabilities
$
58,358
$
59,981
$
77,957
NOTE 14: SUBSEQUENT EVENTS
During July 2020, in conjunction with the ongoing evaluation of our strategic direction, we reviewed a variety of strategic alternatives for our CashMax business and related operations in Canada and concluded that a shutdown of the business was the preferred alternative. We do not expect this shutdown will have a major effect on the Company's operations and financial results as this business represents approximately 1 % of total revenues and less than 1 % of total assets as of June 30, 2020 and does not represent a major geographical area. We expect the shutdown will be completed during the fourth quarter of fiscal 2020 and will result in charges of approximately $ 8.0 - $ 10.0 million , which will be recorded in the results of operations for the fourth quarter.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.