EZCORP INC 10-Q

ITEM 1. FINANCIAL STATEMENTS EZCORP, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) March 31, 2021 March 31, 2020 September 30, 2020 (Unaudited) Assets: Current assets: Cash and cash equivalents $ 335,638 $ 193,729 $ 304,542 Restricted cash 8,006 4,000 8,011 Pawn loans 125,268 160,179 131,323 Pawn service charges receivable, net 20,842 27,304 20,580 Inventory, net 86,214 173,251 95,891 Notes receivable, net — 3,728 — Prepaid expenses and other current assets 30,676 23,629 32,903 Total current assets 606,644 585,820 593,250 Investments in unconsolidated affiliates 34,961 27,993 32,458 Property and equipment, net 51,836 58,787 56,986 Lease right-of-use asset 170,479 206,839 183,809 Goodwill 258,199 257,222 257,582 Intangible assets, net 58,125 64,043 58,638 Notes receivable, net 1,164 1,132 1,148 Deferred tax asset, net 9,693 6,251 8,931 Other assets 5,152 5,045 4,221 Total assets $ 1,196,253 $ 1,213,132 $ 1,197,023 Liabilities and equity: Current liabilities: Current maturities of long-term debt, net $ — $ 267 $ 213 Accounts payable, accrued expenses and other current liabilities 69,019 53,152 71,504 Customer layaway deposits 11,401 13,060 11,008 Lease liability 41,060 44,076 49,742 Total current liabilities 121,480 110,555 132,467 Long-term debt, net 257,143 244,288 251,016 Deferred tax liability, net 167 2,540 524 Lease liability 138,622 171,006 153,040 Other long-term liabilities 9,597 7,190 10,849 Total liabilities 527,009 535,579 547,896 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: 52,873,568 as of March 31, 2021; 52,097,590 as of March 31, 2020; and 52,332,848 as of September 30, 2020 528 521 521 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 399,439 406,171 398,475 Retained earnings 327,798 347,004 318,169 Accumulated other comprehensive loss ( 58,551 ) ( 76,173 ) ( 68,068 ) Total equity 669,244 677,553 649,127 Total liabilities and equity $ 1,196,253 $ 1,213,132 $ 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 March 31, Six Months Ended March 31, (in thousands, except per share amount) 2021 2020 2021 2020 Revenues: Merchandise sales $ 115,225 $ 129,830 $ 223,008 $ 256,558 Jewelry scrapping sales 6,075 11,878 12,834 21,406 Pawn service charges 63,436 80,222 126,925 164,947 Other revenues 203 1,350 307 2,803 Total revenues 184,939 223,280 363,074 445,714 Merchandise cost of goods sold 65,790 85,776 130,333 169,852 Jewelry scrapping cost of goods sold 5,401 9,617 10,603 17,371 Other cost of revenues — 525 — 1,061 Net revenues 113,748 127,362 222,138 257,430 Operating expenses: Store expenses 81,149 87,648 160,458 176,923 General and administrative 13,771 15,341 26,281 34,179 Impairment of goodwill, intangible and other assets — 47,060 — 47,060 Depreciation and amortization 8,089 7,762 15,661 15,495 Loss on sale or disposal of assets and other 112 261 90 1,005 Total operating expenses 103,121 158,072 202,490 274,662 Operating income (loss) 10,627 ( 30,710 ) 19,648 ( 17,232 ) Interest expense 5,518 5,881 10,973 11,210 Interest income ( 585 ) ( 941 ) ( 1,406 ) ( 1,784 ) Equity in net (income) loss of unconsolidated affiliates ( 1,250 ) ( 1,184 ) ( 1,766 ) 4,713 Other expense (income) 145 ( 341 ) ( 454 ) ( 243 ) Income (loss) before income taxes 6,799 ( 34,125 ) 12,301 ( 31,128 ) Income tax expense 1,469 6,749 2,672 8,508 Net income (loss) $ 5,330 $ ( 40,874 ) $ 9,629 $ ( 39,636 ) Basic earnings (loss) per share $ 0.10 $ ( 0.74 ) $ 0.17 $ ( 0.71 ) Diluted earnings (loss) per share $ 0.10 $ ( 0.74 ) $ 0.17 $ ( 0.71 ) Weighted-average basic shares outstanding 55,661 55,448 55,509 55,557 Weighted-average diluted shares outstanding 55,665 55,522 55,511 55,608 See accompanying notes to unaudited interim condensed consolidated financial statements 2 Table of Contents EZCORP, Inc. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) Three Months Ended March 31, Six Months Ended March 31, (in thousands) 2021 2020 2021 2020 Net income (loss) $ 5,330 $ ( 40,874 ) $ 9,629 $ ( 39,636 ) Other comprehensive (loss) income: Foreign currency translation adjustment, net of tax ( 1,760 ) ( 29,846 ) 9,517 ( 23,775 ) Comprehensive income (loss) $ 3,570 $ ( 70,720 ) $ 19,146 $ ( 63,411 ) 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) Income 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 Stock compensation — — 1,094 — — 1,094 Transfer of consideration for prior period acquisition 33 — 185 — — 185 Release of restricted stock 212 2 — — — 2 Taxes paid related to net share settlement of equity awards — — ( 109 ) — — ( 109 ) Foreign currency translation loss — — — — ( 1,760 ) ( 1,760 ) Net income — — — 5,330 — 5,330 Balances as of March 31, 2021 55,844 $ 558 $ 399,439 $ 327,798 $ ( 58,551 ) $ 669,244 Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income 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 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 See accompanying notes to unaudited interim condensed consolidated financial statements 4 Table of Contents EZCORP, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended March 31, (in thousands) 2021 2020 Operating activities: Net income (loss) $ 9,629 $ ( 39,636 ) Adjustments to reconcile net income (loss) to net cash flows from operating activities: Depreciation and amortization 15,661 15,495 Amortization of debt discount and deferred financing costs 6,754 6,493 Amortization of lease right-of-use asset 23,835 22,752 Accretion of notes receivable discount and deferred compensation fee — ( 546 ) Deferred income taxes ( 1,119 ) ( 3,698 ) Impairment of goodwill and intangible assets — 47,060 Other adjustments ( 250 ) 1,810 Provision for inventory reserve ( 5,265 ) ( 742 ) Stock compensation expense 1,618 2,722 Equity in net (income) loss of unconsolidated affiliates ( 1,766 ) 4,713 Changes in operating assets and liabilities: Service charges and fees receivable ( 106 ) 4,027 Inventory 6,481 ( 539 ) Prepaid expenses, other current assets and other assets 3,874 ( 2,791 ) Accounts payable, accrued expenses and other liabilities ( 43,436 ) ( 37,799 ) Customer layaway deposits 238 538 Income taxes 2,573 1,412 Net cash provided by operating activities 18,721 21,271 Investing activities: Loans made ( 269,468 ) ( 351,050 ) Loans repaid 177,888 229,054 Recovery of pawn loan principal through sale of forfeited collateral 109,019 158,792 Capital expenditures, net ( 8,359 ) ( 12,160 ) Principal collections on notes receivable — 4,000 Net cash provided by investing activities 9,080 28,636 Financing activities: Taxes paid related to net share settlement of equity awards ( 839 ) ( 1,458 ) Payout of deferred consideration — ( 175 ) Proceeds from borrowings, net of issuance costs — ( 109 ) Payments on borrowings ( 871 ) ( 355 ) Repurchase of common stock — ( 5,159 ) Net cash used in financing activities ( 1,710 ) ( 7,256 ) Effect of exchange rate changes on cash and cash equivalents and restricted cash 5,000 ( 7,364 ) Net increase in cash, cash equivalents and restricted cash 31,091 35,287 Cash, cash equivalents and restricted cash at beginning of period 312,553 162,442 Cash, cash equivalents and restricted cash at end of period $ 343,644 $ 197,729 Supplemental disclosure of cash flow information Cash and cash equivalents $ 335,638 $ 193,729 Restricted cash 8,006 4,000 Total cash and cash equivalents and restricted cash $ 343,644 $ 197,729 Non-cash investing and financing activities: Pawn loans forfeited and transferred to inventory $ 99,285 $ 156,468 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, 2020 , 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 and six-month periods ended March 31, 2021, 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 and six months ended March 31, 2021 and 2020 (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, 2020 . 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 We have reclassified certain amounts in prior-period financial statements to conform to the current period 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 material 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. We have 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 loan receivables and pawn service charge receivables and determined the new credit loss standard did not have a material impact on our consolidated financial statements, as our current polices appropriately capture lifetime expected credit losses. The presentation of pawn loan and pawn service charge receivable as separate line items on our consolidated balance sheet will remain unchanged under the new credit loss standard. As of March 31, 2021, pawn loan and related pawn service charge receivable, net were $ 125.3 million and $ 20.8 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 six months ended March 31, 2021. (in thousands) Accrued Charges at September 30, 2020 Charges Payments and Adjustments Accrued Charges at December 31, 2020 Charges Payments and Adjustments Accrued Charges at March 31, 2021 Cash charges: Labor reduction costs $ 5,946 $ — $ ( 2,343 ) $ 3,603 $ — $ ( 1,075 ) $ 2,528 CASHMAX shutdown costs 800 — $ ( 400 ) $ 400 — $ ( 400 ) $ — Store closure costs 1,806 — $ ( 1,706 ) $ 100 — $ ( 100 ) $ — Other 2,166 — $ ( 166 ) $ 2,000 — $ — $ 2,000 10,718 $ — $ ( 4,615 ) $ 6,103 $ — $ ( 1,575 ) $ 4,528 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 March 31, Six Months Ended March 31, (in thousands, except per share amounts) 2021 2020 2021 2020 Net income (loss) $ 5,330 $ ( 40,874 ) $ 9,629 $ ( 39,636 ) Earnings per common share Average common share outstanding (denominator) 55,661 55,448 55,509 55,557 Earnings per common share $ 0.10 $ ( 0.74 ) $ 0.17 $ ( 0.71 ) Diluted earnings per common share Average common share outstanding 55,661 55,448 55,509 55,557 Dilutive effect of restricted stock and convertible notes* 4 74 2 51 Diluted average common shares outstanding (denominator) 55,665 55,522 55,511 55,608 Diluted earnings per common share $ 0.10 $ ( 0.74 ) $ 0.17 $ ( 0.71 ) Potential common shares excluded from the calculation of diluted earnings per share above*: Restricted stock** 964 2,777 $ 831 $ 2,495 * 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) March 31, 2021 March 31, 2020 September 30, 2020 Right-of-use asset $ 170,479 $ 206,839 $ 183,809 Lease liability, current $ 41,060 $ 44,076 $ 49,742 Lease liability, non-current 138,622 171,006 153,040 Total lease liability $ 179,682 $ 215,082 $ 202,782 The table below provides the composition of our lease costs: Three Months Ended March 31, Six Months Ended March 31, (in thousands) 2021 2020 2021 2020 Operating lease expense $ 14,616 $ 15,453 $ 29,815 $ 31,978 Variable lease expense 2,923 3,093 5,968 5,900 Other (1) ( 859 ) — ( 1,725 ) — Total lease expense $ 16,680 $ 18,546 $ 34,058 $ 37,878 (1) Includes sublease rental income. 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: Six Months Ended March 31, 2021 2020 Weighted-average remaining contractual lease term (years) 5.07 5.72 Weighted-average incremental borrowing rate 7.88 % 8.25 % Maturities of lease liabilities as of March 31, 2021 were as follows (in thousands): Remaining 2021 $ 26,419 Fiscal 2022 53,629 Fiscal 2023 41,651 Fiscal 2024 30,463 Fiscal 2025 21,522 Thereafter 45,866 Total lease payments $ 219,550 Less: Portion representing interest 39,868 Present value of operating lease liabilities $ 179,682 Less: Current portion 41,060 Non-current portion $ 138,622 We recorded $ 6.6 million and $ 0.9 million in non-cash additions to our right of use assets and lease liabilities for the six months ended March 31, 2021 and March 31, 2020, respectively. 9 Table of Contents NOTE 6: STRATEGIC INVESTMENTS As of March 31, 2021, we owned 214,183,714 shares, or 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, 2020 after translation to U.S. dollars: December 31, (in thousands) 2020 2019 Current assets $ 170,412 $ 164,906 Non-current assets 189,810 199,277 Total assets $ 360,222 $ 364,183 Current liabilities $ 59,962 $ 93,958 Non-current liabilities 58,368 60,503 Shareholders’ equity 241,892 209,722 Total liabilities and shareholders’ equity $ 360,222 $ 364,183 Half-Year Ended December 31, (in thousands) 2020 2019 Gross revenues $ 71,153 $ 98,531 Gross profit 51,231 59,250 Net profit (loss) 5,561 ( 13,280 ) 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 March 31, 2021 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 March 31, 2021 March 31, 2021 Fair Value Measurement Using (in thousands) Level 1 Level 2 Level 3 Financial assets: 2.89 % promissory note receivable due April 2024 $ 1,164 $ 1,164 $ — $ — $ 1,164 Investments in unconsolidated affiliates 34,961 45,491 37,894 — 7,597 Financial liabilities: 2024 Convertible Notes $ 120,307 $ 132,609 $ — $ 132,609 $ — 2025 Convertible Notes 136,836 143,175 — 143,175 — Carrying Value Estimated Fair Value March 31, 2020 March 31, 2020 Fair Value Measurement Using (in thousands) Level 1 Level 2 Level 3 Financial assets: Notes receivable from Grupo Finmart, net $ 3,728 $ 3,853 $ — $ — $ 3,853 2.89 % promissory note receivable due April 2024 1,132 1,132 — — 1,132 Investments in unconsolidated affiliates 27,993 27,513 19,734 — 7,779 Financial liabilities: 2024 Convertible Notes $ 114,196 $ 106,203 $ — $ 106,203 $ — 2025 Convertible Notes 129,624 128,081 — 128,081 — 8.5 % unsecured debt due 2024 983 983 — — 983 CASHMAX secured borrowing facility ( 248 ) 281 — — 281 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 March 31, 2021. 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 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. 11 Table of Contents 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 March 31, 2021. 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: March 31, 2021 March 31, 2020 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 $ ( 23,443 ) $ 120,307 $ 143,750 $ ( 29,554 ) $ 114,196 $ 143,750 $ ( 26,557 ) $ 117,193 2025 Convertible Notes 172,500 ( 35,664 ) 136,836 172,500 ( 42,876 ) 129,624 172,500 ( 39,336 ) 133,164 8.5 % unsecured debt due 2024* — — — 983 — 983 872 — 872 CASHMAX secured borrowing facility* — — — 281 ( 529 ) ( 248 ) — — — Total $ 316,250 $ ( 59,107 ) $ 257,143 $ 317,514 $ ( 72,959 ) $ 244,555 $ 317,122 $ ( 65,893 ) $ 251,229 Less current portion — — — 267 — 267 213 — 213 Total long-term debt $ 316,250 $ ( 59,107 ) $ 257,143 $ 317,247 $ ( 72,959 ) $ 244,288 $ 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 March 31, 2021: 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 — $ 316,250 $ — $ — $ 316,250 $ — * 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 and six months ended March 31, 2021 and 2020: Three Months Ended March 31, Six Months Ended March 31, (in thousands) 2021 2020 2021 2020 2024 Convertible Notes: Contractual interest expense $ 1,033 $ 1,033 $ 2,066 $ 2,066 Amortization of debt discount and deferred financing costs 1,572 1,457 3,114 2,886 Total interest expense $ 2,605 $ 2,490 $ 5,180 $ 4,952 2025 Convertible Notes: Contractual interest expense $ 1,024 $ 1,024 $ 2,048 $ 2,048 Amortization of debt discount and deferred financing costs 1,853 1,722 3,672 3,413 Total interest expense $ 2,877 $ 2,746 $ 5,720 $ 5,461 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 March 31, 2021 was $ 39.8 million, ($ 25.3 million, net of tax). The effective interest rate for the three and six months ended March 31, 2021 was approximately 9 %. As of March 31, 2021, 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 March 31, 2021. As of March 31, 2021, 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 March 31, 2021 was $ 49.6 million, ($ 39.1 million, net of tax). The effective interest rate for the three and six months ended March 31, 2021 was approximately 9 %. As of March 31, 2021, 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 March 31, 2021. As of March 31, 2021, 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. 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 have been made during 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. In December 2020, we granted 143,145 restricted stock awards to our non-employee directors at a grant date fair value of $ 5.03 . These awards vested in February 2021 ( 79,525 awards) and March 2021 ( 63,620 awards). In February 2021, we granted 127,744 restricted stock awards to our non-employee directors at a grant date fair value of $ 5.01 , which awards will vest at the next annual meeting of stockholders, but no later than March 31, 2022. In January 2021, we granted 289,592 restricted stock awards to employees at a grant date fair value of $ 4.68 and 275,107 restricted stock awards to employees at a grant date fair value of $ 4.71 . These awards vest on September 30, 2021 and September 30, 2022, respectively. In February 2021, we granted 392,419 restricted stock awards to employees at a grant date fair value of $ 4.96 , which vest on September 30, 2023. During the first quarter of fiscal 2020, we granted 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 March 31, 2021, the CARES Act has not had a material impact on our consolidated financial statements. At this time, 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. 14 Table of Contents 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. Three Months Ended March 31, 2021 (in thousands) U.S. Pawn Latin America Pawn Other International Total Segments Corporate Items Consolidated Revenues: Merchandise sales $ 93,827 $ 21,398 $ — $ 115,225 $ — $ 115,225 Jewelry scrapping sales 3,581 2,494 — 6,075 — 6,075 Pawn service charges 49,577 13,859 — 63,436 — 63,436 Other revenues 29 — 174 203 — 203 Total revenues 147,014 37,751 174 184,939 — 184,939 Merchandise cost of goods sold 51,812 13,978 — 65,790 — 65,790 Jewelry scrapping cost of goods sold 3,149 2,252 — 5,401 — 5,401 Other cost of revenues — — — — — — Net revenues 92,053 21,521 174 113,748 — 113,748 Segment and corporate expenses (income): Store expenses 63,657 17,492 — 81,149 — 81,149 General and administrative — — — — 13,771 13,771 Depreciation and amortization 2,636 1,793 — 4,429 3,660 8,089 Loss on sale or disposal of assets and other — 101 — 101 11 112 Interest expense — — — — 5,518 5,518 Interest income — ( 571 ) — ( 571 ) ( 14 ) ( 585 ) Equity in net income of unconsolidated affiliates — — ( 1,250 ) ( 1,250 ) — ( 1,250 ) Other expense — 85 9 94 51 145 Segment contribution $ 25,760 $ 2,621 $ 1,415 $ 29,796 Income (loss) before income taxes $ 29,796 $ ( 22,997 ) $ 6,799 15 Table of Contents Three Months Ended March 31, 2020 (in thousands) U.S. Pawn Latin America Pawn Other International Total Segments Corporate Items Consolidated Revenues: Merchandise sales $ 102,447 $ 27,383 $ 129,830 $ — $ 129,830 Jewelry scrapping sales 9,659 2,219 11,878 — 11,878 Pawn service charges 61,700 18,522 80,222 — 80,222 Other revenues 31 25 1,294 1,350 1,350 Total revenues 173,837 48,149 1,294 223,280 — 223,280 Merchandise cost of goods sold 65,286 20,490 — 85,776 — 85,776 Jewelry scrapping cost of goods sold 7,800 1,817 — 9,617 — 9,617 Other cost of revenues — 37 488 525 — 525 Net revenues 100,751 25,805 806 127,362 — 127,362 Segment and corporate expenses (income): Store expenses 67,619 18,469 1,560 87,648 — 87,648 General and administrative — — — — 15,341 15,341 Impairment of goodwill, intangible and other assets 10,000 35,936 1,124 47,060 — 47,060 Depreciation and amortization 2,711 1,940 23 4,674 3,088 7,762 (Gain) loss on sale or disposal of assets and other — ( 123 ) — ( 123 ) 384 261 Interest expense — 402 154 556 5,325 5,881 Interest income — ( 369 ) — ( 369 ) ( 572 ) ( 941 ) Equity in net income of unconsolidated affiliates — — ( 1,184 ) ( 1,184 ) — ( 1,184 ) Other (income) expense — ( 309 ) 20 ( 289 ) ( 52 ) ( 341 ) Segment contribution (loss) $ 20,421 $ ( 30,141 ) $ ( 891 ) $ ( 10,611 ) Loss before income taxes $ ( 10,611 ) $ ( 23,514 ) $ ( 34,125 ) Six Months Ended March 31, 2021 (in thousands) U.S. Pawn Latin America Pawn Other International Total Segments Corporate Items Consolidated Revenues: Merchandise sales $ 176,080 $ 46,928 $ — $ 223,008 $ — $ 223,008 Jewelry scrapping sales 7,585 5,249 — 12,834 — 12,834 Pawn service charges 99,797 27,128 — 126,925 — 126,925 Other revenues 51 7 249 307 — 307 Total revenues 283,513 79,312 249 363,074 — 363,074 Merchandise cost of goods sold 99,871 30,462 — 130,333 — 130,333 Jewelry scrapping cost of goods sold 5,993 4,610 — 10,603 — 10,603 Other cost of revenues — — — — — Net revenues 177,649 44,240 249 222,138 — 222,138 Segment and corporate expenses (income): Store expenses 125,749 34,709 — 160,458 — 160,458 General and administrative — — — — 26,281 26,281 Depreciation and amortization 5,372 3,653 — 9,025 6,636 15,661 Loss on sale or disposal of assets and other 27 — — 27 63 90 Interest expense — — — — 10,973 10,973 Interest income — ( 1,335 ) — ( 1,335 ) ( 71 ) ( 1,406 ) Equity in net income of unconsolidated affiliates — — ( 1,766 ) ( 1,766 ) — ( 1,766 ) Other (income) expense — ( 370 ) ( 201 ) ( 571 ) 117 ( 454 ) Segment contribution $ 46,501 $ 7,583 $ 2,216 $ 56,300 Income (loss) before income taxes $ 56,300 $ ( 43,999 ) $ 12,301 16 Table of Contents Six Months Ended March 31, 2020 (in thousands) U.S. Pawn Latin America Pawn Other International Total Segments Corporate Items Consolidated Revenues: Merchandise sales $ 197,801 $ 58,757 $ — $ 256,558 $ — $ 256,558 Jewelry scrapping sales 15,776 5,630 — 21,406 — 21,406 Pawn service charges 125,790 39,157 — 164,947 — 164,947 Other revenues 67 50 2,686 2,803 — 2,803 Total revenues 339,434 103,594 2,686 445,714 — 445,714 Merchandise cost of goods sold 126,650 43,202 — 169,852 — 169,852 Jewelry scrapping cost of goods sold 12,555 4,816 — 17,371 — 17,371 Other cost of revenues — 37 1,024 1,061 — 1,061 Net revenues 200,229 55,539 1,662 257,430 — 257,430 Segment and corporate expenses (income): Store expenses 135,678 38,452 2,793 176,923 — 176,923 General and administrative — — — — 34,179 34,179 Impairment of goodwill, intangible and other assets 10,000 35,936 1,124 47,060 — 47,060 Depreciation and amortization 5,576 3,829 57 9,462 6,033 15,495 (Gain) loss on sale or disposal of assets and other — ( 95 ) — ( 95 ) 1,100 1,005 Interest expense — 430 324 754 10,456 11,210 Interest income — ( 757 ) — ( 757 ) ( 1,027 ) ( 1,784 ) Equity in net loss of unconsolidated affiliates — — 4,713 4,713 — 4,713 Other (income) expense — ( 242 ) 19 ( 223 ) ( 20 ) ( 243 ) Segment contribution (loss) $ 48,975 $ ( 22,014 ) $ ( 7,368 ) $ 19,593 Income (loss) before income taxes $ 19,593 $ ( 50,721 ) $ ( 31,128 ) 17 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: (in thousands) March 31, 2021 March 31, 2020 September 30, 2020 Gross pawn service charges receivable $ 26,607 $ 34,843 $ 27,259 Allowance for uncollectible pawn service charges receivable ( 5,765 ) ( 7,539 ) ( 6,679 ) Pawn service charges receivable, net $ 20,842 $ 27,304 $ 20,580 Gross inventory $ 93,470 $ 182,794 $ 108,205 Inventory reserves ( 7,256 ) ( 9,543 ) ( 12,314 ) Inventory, net $ 86,214 $ 173,251 $ 95,891 Prepaid expenses and other $ 7,881 $ 8,953 $ 10,614 Accounts receivable and other 8,442 10,934 6,991 Income taxes receivable 14,353 3,742 15,298 Prepaid expenses and other current assets $ 30,676 $ 23,629 $ 32,903 Property and equipment, gross $ 273,513 $ 261,234 $ 267,509 Accumulated depreciation ( 221,677 ) ( 202,447 ) ( 210,523 ) Property and equipment, net $ 51,836 $ 58,787 $ 56,986 Accounts payable $ 17,957 $ 15,582 $ 19,114 Accrued expenses and other 51,062 37,570 52,390 Accounts payable, accrued expenses and other current liabilities $ 69,019 $ 53,152 $ 71,504 18 Table of Contents