EZCORP INC 10-Q

ITEM 1. FINANCIAL STATEMENTS EZCORP, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) December 31, 2020 December 31, 2019 September 30, 2020 (Unaudited) Assets: Current assets: Cash and cash equivalents $ 290,450 $ 143,141 $ 304,542 Restricted cash 8,011 — 8,011 Pawn loans 147,852 195,586 131,323 Pawn service charges receivable, net 24,825 32,250 20,580 Inventory, net 94,980 187,369 95,891 Notes receivable, net — 7,450 — Prepaid expenses and other current assets 32,824 36,142 32,903 Total current assets 598,942 601,938 593,250 Investments in unconsolidated affiliates 31,773 29,272 32,458 Property and equipment, net 55,204 65,246 56,986 Lease right-of-use asset 177,308 225,950 183,809 Goodwill 258,453 301,282 257,582 Intangible assets, net 58,794 68,995 58,638 Notes receivable, net 1,156 1,124 1,148 Deferred tax asset, net 10,000 2,123 8,931 Other assets 5,534 5,012 4,221 Total assets $ 1,197,164 $ 1,300,942 $ 1,197,023 Liabilities and equity: Current liabilities: Current maturities of long-term debt, net $ 213 $ 215 $ 213 Accounts payable, accrued expenses and other current liabilities 67,777 51,621 71,504 Customer layaway deposits 9,904 12,548 11,008 Lease liability 45,351 48,052 49,742 Total current liabilities 123,245 112,436 132,467 Long-term debt, net 254,322 241,209 251,016 Deferred tax liability, net 172 2,119 524 Lease liability 143,620 186,352 153,040 Other long-term liabilities 11,303 7,226 10,849 Total liabilities 532,662 549,342 547,896 Commitments and Contingencies (Note 11) Stockholders’ equity: Class A Non-voting Common Stock, par value $ 0.01 per share; shares authorized: 100 million; issued and outstanding: 52,628,588 as of December 31, 2020; 52,886,122 as of December 31, 2019; and 52,332,848 as of September 30, 2020 526 529 521 Class B Voting Common Stock, convertible, par value $ 0.01 per share; shares authorized: 3 million; issued and outstanding: 2,970,171 30 30 30 Additional paid-in capital 398,269 407,440 398,475 Retained earnings 322,468 389,928 318,169 Accumulated other comprehensive loss ( 56,791 ) ( 46,327 ) ( 68,068 ) Total equity 664,502 751,600 649,127 Total liabilities and equity $ 1,197,164 $ 1,300,942 $ 1,197,023 See accompanying notes to unaudited interim condensed consolidated financial statements 1 Table of Contents EZCORP, Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended December 31, (in thousands, except per share amount) 2020 2019 Revenues: Merchandise sales $ 107,783 $ 126,728 Jewelry scrapping sales 6,759 9,528 Pawn service charges 63,489 84,725 Other revenues 104 1,454 Total revenues 178,135 222,435 Merchandise cost of goods sold 64,543 84,076 Jewelry scrapping cost of goods sold 5,202 7,754 Other cost of revenues — 536 Net revenues 108,390 130,069 Operating expenses: Store expenses 79,309 89,275 General and administrative 12,510 18,839 Depreciation and amortization 7,572 7,733 (Gain) loss on sale or disposal of assets and other ( 22 ) 744 Total operating expenses 99,369 116,591 Operating income 9,021 13,478 Interest expense 5,455 5,329 Interest income ( 821 ) ( 843 ) Equity in net (income) loss of unconsolidated affiliates ( 516 ) 5,897 Other (income) expense ( 599 ) 98 Income before income taxes 5,502 2,997 Income tax expense 1,203 1,759 Net income $ 4,299 $ 1,238 Basic earnings per share $ 0.08 $ 0.02 Diluted earnings per share $ 0.08 $ 0.02 Weighted-average basic shares outstanding 55,361 55,666 Weighted-average diluted shares outstanding 55,428 55,687 See accompanying notes to unaudited interim condensed consolidated financial statements 2 Table of Contents EZCORP, Inc. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three Months Ended December 31, (in thousands) 2020 2019 Net income $ 4,299 $ 1,238 Other comprehensive income: Foreign currency translation adjustment 11,277 6,071 Comprehensive income $ 15,576 $ 7,309 See accompanying notes to unaudited interim condensed consolidated financial statements. 3 Table of Contents EZCORP, Inc. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited except for balances as of September 30, 2020 and September 30, 2019) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Equity (in thousands) Shares Par Value Balances as of September 30, 2020 55,303 $ 551 $ 398,475 $ 318,169 $ ( 68,068 ) $ 649,127 Stock compensation — — 524 — — 524 Release of restricted stock 296 5 — — — 5 Taxes paid related to net share settlement of equity awards — — ( 730 ) — — ( 730 ) Foreign currency translation gain — — — — 11,277 11,277 Net income — — — 4,299 — 4,299 Balances as of December 31, 2020 55,599 $ 556 $ 398,269 $ 322,468 $ ( 56,791 ) $ 664,502 Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Equity (in thousands) Shares Par Value 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 See accompanying notes to unaudited interim condensed consolidated financial statements 4 Table of Contents EZCORP, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended December 31, (in thousands) 2020 2019 Operating activities: Net income $ 4,299 $ 1,238 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and amortization 7,572 7,733 Amortization of debt discount and deferred financing costs 3,329 3,229 Amortization of lease right-of-use asset 11,504 11,474 Accretion of notes receivable discount and deferred compensation fee — ( 275 ) Deferred income taxes ( 1,421 ) 10 Impairment of goodwill and intangible assets — — Other adjustments ( 167 ) 1,298 Provision for inventory reserve ( 1,510 ) 329 Stock compensation expense 524 1,695 Equity in net (income) loss of unconsolidated affiliates ( 516 ) 5,897 Changes in operating assets and liabilities: Service charges and fees receivable ( 4,034 ) ( 355 ) Inventory 1,323 ( 1,921 ) Prepaid expenses, other current assets and other assets ( 713 ) ( 9,649 ) Accounts payable, accrued expenses and other liabilities ( 23,460 ) ( 29,966 ) Customer layaway deposits ( 1,311 ) ( 467 ) Income taxes 68 ( 1,188 ) Net cash used in operating activities ( 4,513 ) ( 10,918 ) Investing activities: Loans made ( 142,936 ) ( 187,362 ) Loans repaid 77,116 109,623 Recovery of pawn loan principal through sale of forfeited collateral 53,981 76,515 Capital expenditures, net ( 3,223 ) ( 5,574 ) Net cash used in investing activities ( 15,062 ) ( 6,798 ) Financing activities: Taxes paid related to net share settlement of equity awards ( 730 ) ( 1,395 ) Payout of deferred consideration — ( 175 ) Proceeds from borrowings, net of issuance costs — ( 109 ) Payments on borrowings ( 53 ) ( 292 ) Repurchase of common stock — ( 963 ) Net cash used in financing activities ( 783 ) ( 2,934 ) Effect of exchange rate changes on cash and cash equivalents and restricted cash 6,266 1,349 Net decrease in cash, cash equivalents and restricted cash ( 14,092 ) ( 19,301 ) Cash, cash equivalents and restricted cash at beginning of period 312,553 162,442 Cash, cash equivalents and restricted cash at end of period $ 298,461 $ 143,141 Supplemental disclosure of cash flow information Cash and cash equivalents $ 290,450 $ 143,141 Restricted cash 8,011 — Total cash and cash equivalents and restricted cash $ 298,461 $ 143,141 Non-cash investing and financing activities: Pawn loans forfeited and transferred to inventory $ 50,921 $ 82,878 See accompanying notes to unaudited interim condensed consolidated financial statements. 5 Table of Contents Notes to Interim Condensed Consolidated Financial Statements NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business EZCORP, Inc. (collectively with its subsidiaries, the “Company”, “we”, “us” or “our”) is 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 pre-owned merchandise purchased from customers. Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements (“Condensed Consolidated Financial Statements”) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended September 30, 2 020 , filed with the SEC on December 14, 2020 (“2020 Annual Report”). In the opinion of management, the accompanying Condensed Consolidated Financial Statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation. Financial results for the three-month period ended December 31, 2020 are not necessarily indicative of results that may be expected for the fiscal year ending September 30, 2021. Our business is subject to seasonal variations, and operating results for the three months ended December 31, 2020 and 2019 (the "current quarter" and "prior-year quarter," respectively) are not necessarily indicative of the results of operations for the full fiscal year. There have been no changes that have had a material impact in significant accounting policies as described in our Annual Report on Form 10-K for the year ended September 30, 20 20 . Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of EZCORP, Inc., and its wholly owned subsidiaries. We use the equity method of accounting for entities in which we have a 50% or less investment and exercise significant influence. We account for equity investments for which we do not have significant influence and without readily determinable fair values at cost with adjustments for observable changes in price in orderly transactions for identical or similar investments of the same issuer or impairments. All inter-company accounts and transactions have been eliminated in consolidation. Reclassifications The Company has reclassified certain amounts in prior-period financial statements to conform to the current periods presentation. Use of Estimates 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 and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions include the determination of revenue recognition, inventory reserves, expected credit losses, useful lives of long-lived and intangible assets, valuation of share-based compensation, valuation of equity investments, valuation of deferred tax assets and liabilities, loss contingencies related to litigation and discount rates used for operating leases. Actual results may result in actual amounts differing from reported amounts. Impact of COVID-19 The COVID-19 pandemic continues to affect the U.S. and global economies, and as previously disclosed in our 2020 Annual Report, the pandemic also affected our businesses in a variety of ways beginning in the second quarter of fiscal 2020 and continuing into fiscal 2021. We cannot estimate the length or severity of the COVID-19 pandemic or the related financial consequences on our business and operations, including whether and when historic economic and operating conditions will resume or the extent to which the disruption may impact our 6 Table of Contents business, financial position, results of operations or cash flows. Our estimates, judgments and assumptions related to COVID-19 could ultimately differ over time. Recently Adopted Accounting Policies In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 historical loss experience, current conditions and reasonable and supportable forecasts. ASU 2016-13 was effective on October 1, 2020. We adopted ASU 2016-13 effective October 1, 2020 using the modified retrospective approach. There was no net cumulative effect adjustment to retained earnings as of October 1, 2020 as a result of this adoption. This amendment did not have a material impact on our balance sheets or cash flows from operations and did not have a significant impact on our operating results. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of our annual fiscal year. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures. NOTE 2: EXPECTED CREDIT LOSSES We adopted ASU 2016-13 effective October 1, 2020. The Company has financing receivables within the scope of ASU 2016-13, specifically pawn loans receivables and related pawn service charges receivables. Our pawn loans are short-term in nature, typically 30-120 days for U.S. Pawn loans and 30 days for Latin America Pawn loans. Under our existing accounting policy, if a pawn loan is deemed to be uncollectible, we do not recognize an allowance for doubtful accounts due to the expected recovery of the loan principal amount through the sale of the collateral. We record the forfeited collateral as inventory at the pawn loan principal amount. Pawn service charges are recorded under the interest method over the term of the related pawn loan. Under our existing accounting policy, we accrue for any earned but unpaid pawn service charges at the end each month. We then apply a reserve to pawn service charges receivable at the end of each month using a pawn loan forfeiture rate derived from a trailing twelve-month average, adjusted for seasonality factors. We have evaluated, on a collective basis, our pawn loans receivables and pawn service charges receivables and determined the new credit loss standard will not have a material impact on our consolidated financial statements, as our current polices appropriately capture lifetime expected credit losses. The presentation of pawn loans and pawn service charges receivable as separate line items on our consolidated balance sheet will remain unchanged under the new credit loss standard. As of December 31, 2020, pawn loans and related pawn service charges receivable, net were $ 147.9 million and $ 24.8 million, respectively. 7 Table of Contents NOTE 3: OTHER CHARGES During the fourth quarter of fiscal 2020, we began to implement strategic initiatives to refocus on our core pawn business and optimize our cost structure in order to improve our bottom line performance and position the Company for sustainable growth. The initiatives focused on workforce reductions, closure of our CASHMAX operations, store closures, write-offs and other miscellaneous charges. We recorded $ 20.4 million of such charges for the quarter ended September 30, 2020, and had accrued charges of $ 10.7 million remaining at September 30, 2020. We had no similar charges for the quarter ended December 31, 2020. (in millions) Accrued Charges at September 30, 2020 Charges Payments and Adjustments Accrued Charges at December 31, 2020 Cash charges: Labor reduction costs $ 5.9 $ — $ ( 2.3 ) $ 3.6 CASHMAX shutdown costs 0.8 — ( 0.4 ) 0.4 Store closure costs 1.8 — ( 1.8 ) — Other 2.2 — ( 0.1 ) 2.1 $ 10.7 $ — $ ( 4.6 ) $ 6.1 NOTE 4: EARNINGS PER SHARE The following table reconciles the number of common shares used to compute basic and diluted earnings per share attributable to EZCORP Inc., shareholders: Three Months Ended December 31, (in thousands, except per share amounts) 2020 2019 Net income $ 4,299 $ 1,238 Earnings per common share Average common share outstanding (denominator) 55,361 55,666 Earnings per common share $ 0.08 $ 0.02 Diluted earnings per common share Average common share outstanding 55,361 55,666 Dilutive effect of restricted stock and convertible notes* 67 21 Diluted average common shares outstanding (denominator) 55,428 55,687 Diluted earnings per common share $ 0.08 $ 0.02 Potential common shares excluded from the calculation of diluted earnings per share above*: Restricted stock** 657 2,216 * Includes time-based share-based awards and Convertible Notes. See Note 8 for discussion of the terms and conditions of the potential impact of the 2024 Convertible Notes and 2025 Convertible Notes. ** Includes antidilutive share-based awards as well as performance-based 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 We determine if a contract contains a lease at inception. Our lease portfolio consists primarily of operating leases for pawn store locations and corporate offices with lease terms ranging from three to ten years . The information below provides a summary of our leasing activities. See Note 12 in our 2020 Annual Report for additional information about our leasing activities. 8 Table of Contents The table below presents balances of our operating leases: (in thousands) December 31, 2020 December 31, 2019 September 30, 2020 Right-of-use asset $ 177,308 $ 225,950 $ 183,809 Lease liability, current $ 45,351 $ 48,052 $ 49,742 Lease liability, non-current 143,620 186,352 153,040 Total lease liability $ 188,971 $ 234,404 $ 202,782 The table below provides the composition of our lease costs: Three Months Ended December 31, (in thousands) 2020 2019 Operating lease expense $ 15,199 $ 16,526 Variable lease expense 3,045 2,807 Total lease expense $ 18,244 $ 19,333 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 are included in "Store" and "General and Administrative" expense, based on the underlying lease use. Other supplemental information includes the following for our operating leases: Three Months Ended December 31, 2020 2019 Weighted-average remaining contractual lease term (years) 5.06 6.02 Weighted-average incremental borrowing rate 7.85 % 8.44 % Maturities of lease liabilities as of December 31, 2020 were as follows (in thousands): Remaining 2021 $ 45,013 Fiscal 2022 52,541 Fiscal 2023 40,417 Fiscal 2024 29,425 Fiscal 2025 20,329 Thereafter 42,260 Total lease payments $ 229,985 Less: Portion representing interest 41,014 Present value of operating lease liabilities $ 188,971 Less: Current portion 45,351 Non-current portion $ 143,620 We recorded $ 1.6 million and $ 0.8 million in non-cash additions to our right of use assets and lease liabilities for the quarters ended December 31, 2020 and December 31, 2019, respectively. 9 Table of Contents NOTE 6: STRATEGIC INVESTMENTS As of December 31, 2020, we 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 June 30, 2020 after translation to U.S. dollars: June 30, (in thousands) 2020 2019 Current assets $ 157,183 $ 173,826 Non-current assets 172,833 152,483 Total assets $ 330,016 $ 326,309 Current liabilities $ 68,028 $ 77,434 Non-current liabilities 51,275 26,163 Shareholders’ equity 210,713 222,712 Total liabilities and shareholders’ equity $ 330,016 $ 326,309 Fiscal Year Ended June 30, (in thousands) 2020 2019 Gross revenues $ 187,025 $ 201,365 Gross profit 112,511 111,932 Net loss ( 7,032 ) ( 1,210 ) See Note 7 for the fair value and carrying value of our 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. Fair Value Measurement on a Recurring Basis As of December 31, 2020 and September 30, 2020, we did not have any financial assets or liabilities measured at fair value on a recurring basis. 10 Table of Contents Financial Assets and Liabilities Not Measured at Fair Value The tables below present our estimates of fair value of financial assets and liabilities that were not measured at fair value: Carrying Value Estimated Fair Value December 31, 2020 December 31, 2020 Fair Value Measurement Using (in thousands) Level 1 Level 2 Level 3 Financial assets: 2.89 % promissory note receivable due April 2024 $ 1,156 $ 1,156 $ — $ — $ 1,156 Investments in unconsolidated affiliates 31,773 44,716 37,039 — 7,677 Financial liabilities: 2024 Convertible Notes $ 118,736 $ 134,838 $ — $ 134,838 $ — 2025 Convertible Notes 134,983 138,000 — 138,000 — 8.5 % unsecured debt due 2024 816 816 — — 816 Carrying Value Estimated Fair Value December 31, 2019 December 31, 2019 Fair Value Measurement Using (in thousands) Level 1 Level 2 Level 3 Financial assets: Notes receivable from Grupo Finmart, net $ 7,450 $ 7,729 $ — $ — $ 7,729 2.89 % promissory note receivable due April 2024 1,124 1,124 — — 1,124 Investments in unconsolidated affiliates 29,272 42,460 34,555 — 7,905 Financial liabilities: 2024 Convertible Notes $ 112,740 $ 136,634 $ — $ 136,634 $ — 2025 Convertible Notes 127,902 136,965 — 136,965 — 8.5 % unsecured debt due 2024 1,042 1,042 — — 1,042 CASHMAX secured borrowing facility ( 260 ) 404 — — 404 Carrying Value Estimated Fair Value September 30, 2020 September 30, 2020 Fair Value Measurement Using (in thousands) Level 1 Level 2 Level 3 Financial assets: 2.89 % promissory note receivable due April 2024 $ 1,148 $ 1,148 $ — $ — $ 1,148 Investments in unconsolidated affiliates 32,458 32,597 24,833 — 7,764 Financial liabilities: 2024 Convertible Notes $ 117,193 $ 129,979 $ — $ 129,979 $ — 2025 Convertible Notes 133,164 137,569 — 137,569 — 8.5 % unsecured debt due 2024 872 872 — — 872 Due to the short-term nature of cash and cash equivalents, pawn loans, pawn service charges receivable and other debt, we estimate that the carrying value approximates fair value. We consider our cash and cash equivalents to be measured using Level 1 inputs and our pawn loans, pawn service charges 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. In March 2019, we received $ 1.1 million in previously escrowed seller funds as a result of settling certain indemnification claims with the seller of GPMX. In April 2019, we loaned the $ 1.1 million back to the seller of GPMX in exchange for a promissory note. The note bears interest at the rate of 2.89 % per annum and is secured by certain marketable securities owned by the seller and held in a U.S. brokerage account. All principal and accrued interest is due and payable in April 2024. The note approximated its carrying value as of December 31, 2020. We use the equity method of accounting to account for our 34.75 % ownership in Cash Converters International. The inputs used to generate the fair value of the investment were considered Level 1 inputs. These inputs are comprised of (a) the quoted stock price on the Australian 11 Table of Contents Stock Exchange multiplied by (b) the number of shares we owned multiplied by (c) the applicable foreign currency exchange rate as of the end of our reporting period. We included no control premium for owning a large percentage of outstanding shares. We use the equity method of accounting to account for our 13.14 % ownership in Rich Data Corporation, a previously consolidated variable interest entity for 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. We 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. In September 2020, we received the final payment from AlphaCredit on the notes receivable related to the sale of Grupo Finmart and recorded the amount under “Restricted cash” in our consolidated balance sheet as of December 31, 2020. 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. NOTE 8: DEBT The following table presents the Company's debt instruments outstanding: December 31, 2020 December 31, 2019 September 30, 2020 (in thousands) 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 2024 Convertible Notes $ 143,750 $ ( 25,014 ) $ 118,736 $ 143,750 $ ( 31,010 ) $ 112,740 $ 143,750 $ ( 26,557 ) $ 117,193 2025 Convertible Notes 172,500 ( 37,517 ) 134,983 172,500 ( 44,598 ) 127,902 172,500 ( 39,336 ) 133,164 8.5 % unsecured debt due 2024* 816 — 816 1,042 — 1,042 872 — 872 CASHMAX secured borrowing facility* — — — 404 ( 664 ) ( 260 ) — — — Total $ 317,066 $ ( 62,531 ) $ 254,535 $ 317,696 $ ( 76,272 ) $ 241,424 $ 317,122 $ ( 65,893 ) $ 251,229 Less current portion 213 — 213 215 — 215 213 — 213 Total long-term debt $ 316,853 $ ( 62,531 ) $ 254,322 $ 317,481 $ ( 76,272 ) $ 241,209 $ 316,909 $ ( 65,893 ) $ 251,016 * Amount translated from Guatemalan quetzals and Canadian dollars as of applicable period end. Certain disclosures omitted due to materiality considerations. The following table presents the Company's contractual maturities related to the debt instruments as of December 31, 2020: Schedule of Contractual Maturities (in thousands) Total Less Than 1 Year 1 - 3 Years 3 - 5 Years More Than 5 Years 2024 Convertible Notes* $ 143,750 $ — $ — $ 143,750 $ — 2025 Convertible Notes* 172,500 — — 172,500 — 8.5 % unsecured debt due 2024 816 213 425 178 — $ 317,066 $ 213 $ 425 $ 316,428 $ — * Excludes the potential impact of embedded derivatives as discussed below. 12 Table of Contents The following table presents the Company's interest expense related to the Convertible Notes for the three months ended December 31, 2020 and 2019: Three Months Ended December 31, (in thousands) 2020 2019 2024 Convertible Notes: Contractual interest expense $ 1,033 $ 1,033 Amortization of debt discount and deferred financing costs 1,542 1,429 Total interest expense $ 2,575 $ 2,462 2025 Convertible Notes: Contractual interest expense $ 1,024 $ 1,024 Amortization of debt discount and deferred financing costs 1,819 1,691 Total interest expense $ 2,843 $ 2,715 2.875 % Convertible Senior Notes Due 2024 In July 2017, we 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. Effective October 1, 2019, Truist (formerly BB&T) assumed the duties and responsibilities as trustee under the 2017 Indenture. 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. At maturity, the holders of the 2024 Convertible Notes will be entitled to receive cash equal to the principal of the 2024 Convertible Notes plus accrued interest. 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 as of December 31, 2020 was $ 39.8 million, ($ 25.3 million, net of tax). The effective interest rate for the three months ended December 31, 2020 was approximately 9 %. As of December 31, 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 our 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 Class A Common Stock). We account for the Class A Common Stock issuable upon conversion under the treasury stock method. To the extent the average share price is over $ 10.00 per share for any fiscal quarter, we are required to recognize incremental dilution of our earnings per share. If, among other triggers described in the 2017 Indenture, the market price of the 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, we may be required to classify the 2024 Convertible Notes as current on our 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 December 31, 2020. As of December 31, 2020, the if-converted value of the 2024 Convertible Notes did not exceed the principal amount. 2.375 % 2025 Convertible Senior Notes Due 2025 In May 2018, we 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. Effective October 1, 2019, Truist (formerly BB&T) assumed the duties and responsibilities as trustee under the 2018 Indenture. 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 December 31, 2020 was $ 49.6 million, ($ 39.1 million, net of tax). The effective interest rate for the three months ended December 31, 2020 was approximately 9 %. As of December 31, 2020, the remaining unamortized debt discount and issuance costs will be amortized through the 2025 Maturity Date assuming no early conversion. 13 Table of Contents The 2025 Convertible Notes are convertible into cash or shares of Class A Common Stock, or any combination thereof, at our 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 Class A Common Stock). We account for the Class A Common Stock issuable upon conversion under the treasury stock method. To the extent the average share price is over $ 15.90 per share for any fiscal quarter or year-to-date period, we are required to recognize incremental dilution of our earnings per share. If, among other triggers described in the 2018 Indenture, the market price of the 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, we may be required to classify the 2025 Convertible Notes as current on our 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 December 31, 2020. As of December 31, 2020, the if-converted value of the 2025 Convertible Notes did not exceed the principal amount. CASHMA X Secured Borrowing Facility In November 2018, we entered into a receivable's securitization facility with a third-party lender to provide funding for installment loan originations in our Canadian CASHMAX business. We terminated this facility in September 2020 as part of the closure of the operations of our CASHMAX business. See our 2020 Annual Report for additional information regarding the closure of our Canadian operations. Prior to the termination of the facility, a variable interest entity (the "trust") had 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 used 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 had 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 was nonrecourse to EZCORP (subject to certain limited guaranty obligations), allowed borrowing through November 2019, and was to fully mature in November 2021. NOTE 9: SHARE-BASED 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 related to the COVID-19 pandemic. No share repurchases under the program were made during the first quarter of fiscal 2021. During fiscal 2020, we repurchased and retired 943,149 shares of our Class A Common Stock for $ 5.2 million, which was allocated between "Additional paid-in capital" and "Retained earnings" in our condensed consolidated balance sheets. Stock Compensation We maintain a Board-approved incentive plan to retain the services of our valued officers, directors and employees and to incentivize such persons to make contributions to our company and motivate excellent performance (the "Incentive Plan"). Under the Incentive Plan, we grant awards of restricted stock or restricted stock units to employees and non-employee directors. Awards granted to employees are typically subject to performance and service conditions. Awards granted to non-employee directors are time-based awards subject only to service conditions. Awards granted under the Incentive Plan are measured at the grant date fair value with compensation costs associated with the awards recognized over the requisite service period, usually the vesting period, on a straight-line basis. During the first quarter of fiscal 2021, we granted a total of 143,145 restricted stock awards to our non-employee directors. These awards vest on March 31, 2021 and are subject only to service conditions. The number of long-term incentive award shares and units granted are generally determined based on our share price as of the beginning of the fiscal year, which was $ 5.03 for fiscal 2021 awards. During the first quarter of fiscal 2020, we granted a total of 222,912 shares of restricted stock awards to non-employee directors based on a share price of $ 6.46 . These awards vested on September 30, 2020. 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. We recognized the effect on the consolidated financial statements in the period ended March 31, 2020. For the period ended December 31, 2020, the CARES Act has not had a material impact on our consolidated financial statements. At this time, 14 Table of Contents we do not expect the impact of the CARES Act to have a material impact on our consolidated financial statements for the year ending September 30, 2021. NOTE 11: COMMITMENTS AND CONTINGENCIES Currently, and from time to time, we are involved in various claims, disputes, lawsuits, investigations, and legal and regulatory proceedings. We accrue for contingencies if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because these matters are inherently unpredictable and unfavorable developments or resolutions can occur, assessing contingencies requires judgments and is highly subjective about future events. The amount of resulting loss may differ from these estimates. While we are unable to determine the ultimate outcome of any current litigation or regulatory actions, we do not believe the resolution of any particular matter will have a material adverse effect on our financial condition, results of operations or liquidity. NOTE 12: SEGMENT INFORMATION Our operations are primarily managed on a geographical basis and are comprised of three reportable segments. The factors for determining our reportable segments include the manner in which our chief operating decision maker (CODM) evaluates performance for purposes of allocating resources and assessing performance. During the first quarter of fiscal 2021, the financial information of our Lana business activities were no longer reviewed by the CODM for evaluating performance since Lana no longer has business activities. Rather, Lana offers support activities to U.S. Pawn. As a result, Lana is no longer an operating or reportable segment. Our historical segment results have been recast to conform to current presentation. We currently report our segments 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; and • Other International — primarily our equity interest in the net income of Cash Converters International and Rich Data Corporation. There are no inter-segment revenues presented below, and the amounts below were determined in accordance with the same accounting principles used in our condensed consolidated financial statements. The following tables present revenue for each reportable segment, disaggregated revenue within our three reportable segments and Corporate, segment profits and segment contribution. 15 Table of Contents Three Months Ended December 31, 2020 (in thousands) U.S. Pawn Latin America Pawn Other International Total Segments Corporate Items Consolidated Revenues: Merchandise sales $ 82,253 $ 25,530 $ — $ 107,783 $ — $ 107,783 Jewelry scrapping sales 4,004 2,755 — 6,759 — 6,759 Pawn service charges 50,220 13,269 — 63,489 — 63,489 Other revenues 22 7 75 104 — 104 Total revenues 136,499 41,561 75 178,135 — 178,135 Merchandise cost of goods sold 48,059 16,484 — 64,543 — 64,543 Jewelry scrapping cost of goods sold 2,844 2,358 — 5,202 — 5,202 Net revenues 85,596 22,719 75 108,390 — 108,390 Segment and corporate expenses (income): Store expenses 62,092 17,217 — 79,309 — 79,309 General and administrative — — — — 12,510 12,510 Depreciation and amortization 2,736 1,860 — 4,596 2,976 7,572 Loss (gain) on sale or disposal of assets and other 27 ( 101 ) — ( 74 ) 52 ( 22 ) Interest expense — — — — 5,455 5,455 Interest income — ( 764 ) — ( 764 ) ( 57 ) ( 821 ) Equity in net income of unconsolidated affiliates — — ( 516 ) ( 516 ) — ( 516 ) Other (income) expense — ( 455 ) ( 210 ) ( 665 ) 66 ( 599 ) Segment contribution $ 20,741 $ 4,962 $ 801 $ 26,504 Income (loss) before income taxes $ 26,504 $ ( 21,002 ) $ 5,502 Three Months Ended December 31, 2019 (in thousands) U.S. Pawn Latin America Pawn Other International Total Segments Corporate Items Consolidated Revenues: Merchandise sales $ 95,354 $ 31,374 $ — $ 126,728 $ — $ 126,728 Jewelry scrapping sales 6,117 3,411 — 9,528 — 9,528 Pawn service charges 64,090 20,635 — 84,725 — 84,725 Other revenues 36 25 1,393 1,454 — 1,454 Total revenues 165,597 55,445 1,393 222,435 — 222,435 Merchandise cost of goods sold 61,364 22,712 — 84,076 — 84,076 Jewelry scrapping cost of goods sold 4,755 2,999 — 7,754 — 7,754 Other cost of revenues — — 536 536 — 536 Net revenues 99,478 29,734 857 130,069 — 130,069 Segment and corporate expenses (income): Store expenses 68,059 19,983 1,233 89,275 — 89,275 General and administrative — — — — 18,839 18,839 Depreciation and amortization 2,865 1,889 34 4,788 2,945 7,733 Loss on sale or disposal of assets and other — 28 — 28 716 744 Interest expense — 28 170 198 5,131 5,329 Interest income — ( 388 ) — ( 388 ) ( 455 ) ( 843 ) Equity in net loss of unconsolidated affiliates — — 5,897 5,897 — 5,897 Other expense (income) — 67 ( 1 ) 66 32 98 Segment contribution (loss) $ 28,554 $ 8,127 $ ( 6,476 ) $ 30,205 Income (loss) before income taxes $ 30,205 $ ( 27,208 ) $ 2,997 16 Table of Contents NOTE 13: SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION The following table provides supplemental information on net amounts included in our condensed consolidated balance sheets and condensed consolidated statements of cash flows: (in thousands) December 31, 2020 December 31, 2019 September 30, 2020 Gross pawn service charges receivable $ 31,721 $ 40,887 $ 27,259 Allowance for uncollectible pawn service charges receivable ( 6,896 ) ( 8,637 ) ( 6,679 ) Pawn service charges receivable, net $ 24,825 $ 32,250 $ 20,580 Gross inventory $ 106,053 $ 197,519 $ 108,205 Inventory reserves ( 11,073 ) ( 10,150 ) ( 12,314 ) Inventory, net $ 94,980 $ 187,369 $ 95,891 Prepaid expenses and other $ 8,079 $ 12,463 $ 10,614 Accounts receivable and other 9,546 12,257 6,991 Income taxes receivable 15,199 11,422 15,298 Prepaid expenses and other current assets $ 32,824 $ 36,142 $ 32,903 Property and equipment, gross $ 274,071 $ 270,335 $ 267,509 Accumulated depreciation $ ( 218,867 ) ( 205,089 ) ( 210,523 ) Property and equipment, net $ 55,204 $ 65,246 $ 56,986 Accounts payable $ 17,169 $ 12,534 $ 19,114 Accrued expenses and other $ 50,608 39,087 52,390 Accounts payable, accrued expenses and other current liabilities $ 67,777 $ 51,621 $ 71,504 17 Table of Contents