EZCORP INC 10-Q

ITEM 1. FINANCIAL STATEMENTS EZCORP, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) December 31, 2021 December 31, 2020 September 30, 2021 (Unaudited) Assets: Current assets: Cash and cash equivalents $ 233,274 $ 290,450 $ 253,667 Restricted cash 8,692 8,011 9,957 Pawn loans 176,586 147,852 175,901 Pawn service charges receivable, net 29,765 24,825 29,337 Inventory, net 119,313 94,980 110,989 Prepaid expenses and other current assets 31,209 32,824 31,010 Total current assets 598,839 598,942 610,861 Investments in unconsolidated affiliates 42,513 31,773 37,724 Other investments 16,500 — — Property and equipment, net 52,201 55,204 53,811 Right-of-use asset, net 201,527 177,308 200,990 Goodwill 284,619 258,453 285,758 Intangible assets, net 61,458 58,794 62,104 Notes receivable, net 1,190 1,156 1,181 Deferred tax asset, net 15,623 10,000 9,746 Other assets 5,851 5,534 4,736 Total assets $ 1,280,321 $ 1,197,164 $ 1,266,911 Liabilities and equity: Current liabilities: Current maturities of long-term debt, net $ — $ 213 $ — Accounts payable, accrued expenses and other current liabilities 75,531 67,777 90,268 Customer layaway deposits 13,142 9,904 12,557 Lease liability 51,843 45,351 52,263 Total current liabilities 140,516 123,245 155,088 Long-term debt, net 311,844 254,322 264,186 Deferred tax liability, net 221 172 3,684 Lease liability 161,841 143,620 161,330 Other long-term liabilities 11,398 11,303 10,385 Total liabilities 625,820 532,662 594,673 Commitments and Contingencies (Note 10) Stockholders’ equity: Class A Non-voting Common Stock, par value $ 0.01 per share; shares authorized: 100 million; issued and outstanding: 53,344,218 as of December 31, 2021; 52,628,588 as of December 31, 2020; and 53,086,438 as of September 30, 2021 533 526 530 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 339,955 398,269 403,312 Retained earnings 369,359 322,468 326,781 Accumulated other comprehensive loss ( 55,376 ) ( 56,791 ) ( 58,415 ) Total equity 654,501 664,502 672,238 Total liabilities and equity $ 1,280,321 $ 1,197,164 $ 1,266,911 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) 2021 2020 Revenues: Merchandise sales $ 137,720 $ 107,783 Jewelry scrapping sales 6,944 6,759 Pawn service charges 76,025 63,489 Other revenues 305 104 Total revenues 220,994 178,135 Merchandise cost of goods sold 83,111 64,543 Jewelry scrapping cost of goods sold 5,772 5,202 Net revenues 132,111 108,390 Operating expenses: Store expenses 86,771 79,309 General and administrative 15,545 12,510 Depreciation and amortization 7,574 7,572 Loss (gain) on sale or disposal of assets and other 5 ( 22 ) Total operating expenses 109,895 99,369 Operating income 22,216 9,021 Interest expense 2,431 5,455 Interest income ( 304 ) ( 821 ) Equity in net income of unconsolidated affiliates ( 1,138 ) ( 516 ) Other income ( 120 ) ( 599 ) Income before income taxes 21,347 5,502 Income tax expense 5,626 1,203 Net income $ 15,721 $ 4,299 Basic earnings per share $ 0.28 $ 0.08 Diluted earnings per share $ 0.21 $ 0.08 Weighted-average basic shares outstanding 56,183 55,361 Weighted-average diluted shares outstanding 81,948 55,428 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) 2021 2020 Net income $ 15,721 $ 4,299 Other comprehensive income: Foreign currency translation adjustment, net of tax 3,039 11,277 Comprehensive income $ 18,760 $ 15,576 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, 2021 and September 30, 2020) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Equity (in thousands) Shares Par Value Balances as of September 30, 2021 56,057 $ 560 $ 403,312 $ 326,781 $ ( 58,415 ) $ 672,238 Stock compensation — — 1,698 — — 1,698 Release of restricted stock 257 3 — — — 3 Taxes paid related to net share settlement of equity awards — — ( 792 ) — — ( 792 ) Cumulative effect of adoption of ASU 2020-06 (Note 1) — — ( 64,263 ) 26,857 — ( 37,406 ) Foreign currency translation gain — — — — 3,039 3,039 Net income — — — 15,721 — 15,721 Balances as of December 31, 2021 56,314 $ 563 $ 339,955 $ 369,359 $ ( 55,376 ) $ 654,501 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 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) 2021 2020 Operating activities: Net income $ 15,721 $ 4,299 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and amortization 7,574 7,572 Amortization of debt discount and deferred financing costs 374 3,329 Amortization of lease right-of-use asset 12,694 11,504 Deferred income taxes 587 ( 1,421 ) Other adjustments ( 30 ) ( 167 ) Provision for inventory reserve ( 820 ) ( 1,510 ) Stock compensation expense 1,698 524 Equity in net income of unconsolidated affiliates ( 1,138 ) ( 516 ) Changes in operating assets and liabilities: Service charges and fees receivable ( 419 ) ( 4,034 ) Inventory ( 2,314 ) 1,323 Prepaid expenses, other current assets and other assets ( 2,330 ) ( 713 ) Accounts payable, accrued expenses and other liabilities ( 29,531 ) ( 23,460 ) Customer layaway deposits 551 ( 1,311 ) Income taxes 4,741 68 Dividends from unconsolidated affiliates 1,660 — Net cash provided by (used in) operating activities 9,018 ( 4,513 ) Investing activities: Loans made ( 166,480 ) ( 142,936 ) Loans repaid 95,542 77,116 Recovery of pawn loan principal through sale of forfeited collateral 65,297 53,981 Capital expenditures, net ( 4,985 ) ( 3,223 ) Issuance of note receivable ( 1,000 ) — Investment in unconsolidated affiliates ( 2,477 ) — Investment in other investments ( 16,500 ) — Net cash used in investing activities ( 30,603 ) ( 15,062 ) Financing activities: Taxes paid related to net share settlement of equity awards ( 792 ) ( 730 ) Payments on assumed debt and other borrowings — ( 53 ) Net cash used in financing activities ( 792 ) ( 783 ) Effect of exchange rate changes on cash and cash equivalents and restricted cash 719 6,266 Net decrease in cash, cash equivalents and restricted cash ( 21,658 ) ( 14,092 ) Cash, cash equivalents and restricted cash at beginning of period 263,624 312,553 Cash, cash equivalents and restricted cash at end of period $ 241,966 $ 298,461 Supplemental disclosure of cash flow information Cash and cash equivalents $ 233,274 $ 290,450 Restricted cash 8,692 8,011 Total cash and cash equivalents and restricted cash $ 241,966 $ 298,461 Non-cash investing and financing activities: Pawn loans forfeited and transferred to inventory $ 70,966 $ 50,921 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 U.S. GAAP 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 our Annual Report on Form 10-K for the year ended September 30, 2021, filed with the SEC on November 17, 2021 (“2021 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, 2021, are not necessarily indicative of results that may be expected for the fiscal year ending September 30, 2022. Our business is subject to seasonal variations, and operating results for the three months ended December 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, 2021 except for as disclosed below related to the adoption of ASU 2020-06. 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. 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 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, as disclosed in our 2021 Annual Report on Form 10-K. The full extent and duration of the COVID-19 impact on the global economy generally, and on our business specifically, is currently unknown. The impact of the pandemic, and the recovery therefrom, continued to adversely effect net revenues and earnings into fiscal 2021. During the latter part of fiscal 2021, we saw pawn transaction activity continue to rebuild, driving PLO balances closer to pre-pandemic levels, which will drive accelerating PSC revenue in the coming quarters given the natural lag between pawn originations and related fees. We continue to assess what type of impact the recent surge of the COVID-19 Omicron variant will have to our business, net revenues and operating expenses in fiscal year 2022. A prolonged pandemic and recovery may have an adverse effect on our results of operations, financial position results of operations or cash flows. Our estimates, judgments and assumptions related to COVID-19 could ultimately differ over time. 6 Table of Contents Recently Adopted Accounting Policies In August 2020, the FASB issued its Accounting Standards Update (“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) , (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Additionally, ASU 2020-06 eliminates beneficial conversion feature and cash conversion models resulting in more convertible instruments being accounted for as a single unit. The ASU 2020-06 amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We early adopted this standard on October 1, 2021 under the modified retrospective basis. Impact of the Adoption of ASU 2020-06 On October 1, 2021, we early adopted ASU 2020-06 on a modified retrospective basis. Under ASU 2020-06, we no longer separate the convertible senior notes into liability and equity components. We recognized the cumulative effect of initially applying this new standard as of October 1, 2021. We recognized a cumulative effect of initially applying the ASU as an adjustment to the October 1, 2021 opening balance of retained earnings. The conversion option that was previously accounted for in equity under the cash conversion model was recombined into the convertible debt outstanding, and as a result, additional paid in capital and the related unamortized debt discount on the convertible senior notes were reduced. The removal of the remaining debt discounts recorded for this previous separation has the effect of increasing our net debt balance. The prior period consolidated financial statements have not been retrospectively adjusted and continue to be reported under the accounting standards in effect for those periods. (in thousands) As Reported September 30, 2021 Adjustments Under ASU 2020-06 October 1, 2021 Principal $ 316,250 $ — $ 316,250 Unamortized debt discount ( 48,785 ) 48,785 — Deferred financing costs, net ( 3,279 ) ( 1,500 ) ( 4,779 ) Net carrying amount 264,186 47,285 311,471 Deferred tax asset 9,746 5,839 15,585 Deferred tax liability 3,684 ( 4,040 ) ( 356 ) Additional paid-in capital 403,312 ( 64,263 ) 339,049 Retained earnings 326,781 26,857 353,638 The impact of adoption on our condensed consolidated statements of operations for the three months ended December 31, 2021 was primarily to decrease interest expense by $ 3.4 million. This had the effect of increasing our basic earnings per share for the three months ended December 31, 2021 by $ 0.05 , and decreasing our diluted earnings per common share for the three months ended December 31, 2021 by $ 0.02 . Additionally, adoption of the standard requires interest charges on the convertible debt to be added to net income as well as the use of the “if-converted” method to calculate diluted earnings per common share. Refer to Note 4: Earnings Per Share for effect of the convertible notes on diluted earnings per common share. Recently Issued Accounting Pronouncements We reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a material impact on our consolidated financial statements. NOTE 2: ACQUISITIONS On June 8, 2021, we completed the acquisition of 100 % of the common shares of PLO del Bajio S. de R.L. de C.V. (“Bajio”) and gained control of the entity, further expanding our geographic footprint within Mexico with the addition of 128 pawn stores. These stores operate under the name "Cash Apoyo Efectivo" and are located principally in the Mexico City metropolitan area. At the time of acquisition, the total consideration for Bajio was $ 23.6 million, consisting of $ 17.4 million of cash, and 212,870 shares of our Class A Non-Voting Common Stock valued at $ 1.6 million. In addition, the sellers are entitled to additional payments of up to $ 4.6 million to be paid in two payments over the next two years , contingent on the growth of the loan portfolios of the acquired stores. Up to 50 % of any future contingent payments can be made in shares of our Class A Non-Voting Common Stock at our discretion. The value of the contingent consideration was included in the total consideration as the metrics were considered achievable on the date of acquisition. Cash paid at closing was $ 11.6 million and $ 3.8 million was paid in the fourth quarter of 2021. 7 Table of Contents During the first quarter of 2022, both parties completed the formal working capital reconciliation stipulated within the purchase agreement. As part of the working capital reconciliation, the Company and the seller agreed to reduce the purchase price, which was held in restricted cash as of September 30, 2021, by $ 1.3 million. As the working capital adjustment was recorded as of September 30, 2021, this reduction to the purchase price is a measurement period adjustment, and resulted in a $ 1.3 million reduction to goodwill during the period ended December 31, 2021. This reduced the total consideration for Bajio to $ 22.3 million. As the future payments decreased, we released $ 1.3 million of the previously held $ 2.0 million in restricted cash to our unrestricted cash. Of the remaining $ 0.7 million in restricted cash, $ 0.3 million is expected to be paid prior to June 30, 2022, and $ 0.4 million is expected to be paid on or around the fifth anniversary of the date of acquisition. The assets acquired and liabilities assumed are based upon the estimated fair values at the date of acquisition. The excess purchase price over the estimated fair market value of the new assets acquired has been recorded as goodwill. The purchase price allocation is as follows, in thousands: Cash and cash equivalents $ 308 Pawn loans 4,619 Pawn service charges receivable 1,335 Inventory 1,319 Property and equipment 2,025 Right-of-use assets 10,651 Goodwill 24,778 Intangible assets 3,965 Deferred tax asset, net 381 Other assets 746 Accounts payable, accrued expenses and other liabilities ( 2,290 ) Debt ( 14,931 ) Lease liabilities ( 10,651 ) Total consideration $ 22,255 Intangible assets acquired consist of indefinite-lived trade names. NOTE 3: GOODWILL The following table summarizes the changes in the carrying amount of goodwill by segment and in total: Three Months Ended December 31, 2021 (in thousands) U.S. Pawn Latin America Pawn Consolidated Balances as of September 30, 2021 $ 244,471 $ 41,287 $ 285,758 Measurement period adjustments — ( 1,322 ) ( 1,322 ) Effect of foreign currency translation changes — 183 183 Balances as of December 31, 2021 $ 244,471 $ 40,148 $ 284,619 Three Months Ended December 31, 2020 (in thousands) U.S. Pawn Latin America Pawn Consolidated Balances as of September 30, 2020 $ 241,928 $ 15,654 $ 257,582 Effect of foreign currency translation changes — 871 871 Balances as of December 31, 2020 $ 241,928 $ 16,525 $ 258,453 8 Table of Contents 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) 2021 2020 Basic earnings per common share: Net income - basic $ 15,721 $ 4,299 Weighted shares outstanding - basic 56,183 55,361 Basic earnings per common share $ 0.28 $ 0.08 Diluted earnings per common share: Net income - basic $ 15,721 $ 4,299 Add: Convertible Notes interest expense, net of tax 1,884 — Net income - diluted $ 17,605 $ 4,299 Weighted shares outstanding - basic 56,183 55,361 Effect of dilution from equity-based compensation awards* 541 67 Effect of dilution from if-converted Convertible Notes** 25,224 — Weighted shares outstanding - diluted 81,948 55,428 Diluted earnings per common share $ 0.21 $ 0.08 Potential common shares excluded from the calculation of diluted earnings per share above: Restricted stock*** 1,936 657 * Includes time-based share-based awards and performance based awards for which targets for fiscal year tranches have been achieved and vesting is subject only to achievement of service conditions. ** See Note 8 for conversion price and initial conversion rate 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. As a result of our adoption of ASU 2020-06 on October 1, 2021, the dilutive impact of the Convertible Notes for our calculation of diluted net income per share is considered using the if-converted method. During the three months ended December 31, 2021, we increased net income by $ 1.9 million to arrive at the numerator used to calculate diluted earnings per common share, which represents interest expense recognized on the convertible notes that were subject to this change in methodology. For periods prior to our October 1, 2021 adoption of ASU 2020-06, we applied the treasury stock method to account for the dilutive impact of the 2024 and 2025 Convertible Notes for diluted earnings per share purposes . 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 2021 Annual Report for additional information about our leasing activities. The table below presents balances of our operating leases: (in thousands) December 31, 2021 December 31, 2020 September 30, 2021 Right-of-use asset $ 201,527 $ 177,308 $ 200,990 Lease liability, current $ 51,843 $ 45,351 $ 52,263 Lease liability, non-current 161,841 143,620 161,330 Total lease liability $ 213,684 $ 188,971 $ 213,593 9 Table of Contents The table below provides the composition of our lease costs: Three Months Ended December 31, (in thousands) 2021 2020 Operating lease expense* $ 16,362 $ 15,199 Variable lease expense 3,542 3,045 Total lease expense $ 19,904 $ 18,244 * 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: Three Months Ended December 31, 2021 2020 Weighted-average remaining contractual lease term (years) 5.05 5.06 Weighted-average incremental borrowing rate 8.10 % 7.85 % Maturities of lease liabilities as of December 31, 2021 were as follows (in thousands): Remaining 2022 $ 50,171 Fiscal 2023 58,474 Fiscal 2024 46,262 Fiscal 2025 35,686 Fiscal 2026 26,164 Thereafter 43,418 Total lease payments $ 260,175 Less: Portion representing interest 46,491 Present value of operating lease liabilities $ 213,684 Less: Current portion 51,843 Non-current portion $ 161,841 We recorded $ 14.3 million and $ 1.6 million in non-cash additions to our right of use assets and lease liabilities for the three months ended December 31, 2021 and December 31, 2020, respectively. 10 Table of Contents NOTE 6: STRATEGIC INVESTMENTS Cash Converters International Limited On October 1, 2021, we purchased an additional 13 million shares of Cash Converters International Limited ("Cash Converters") for $ 2.5 million. This purchase increased our total ownership in Cash Converters to 236,702,991 shares, representing a 37.72 % ownership interest. Additionally, on October 14, 2021, we received a cash dividend of $ 1.7 million from Cash Converters. The following tables present summary financial information for Cash Converters most recently reported results at June 30, 2021 after translation to U.S. dollars: June 30, (in thousands) 2021 2020 Current assets $ 167,553 $ 157,183 Non-current assets 191,788 172,833 Total assets $ 359,341 $ 330,016 Current liabilities $ 61,395 $ 68,028 Non-current liabilities 57,511 51,275 Shareholders’ equity 240,435 210,713 Total liabilities and shareholders’ equity $ 359,341 $ 330,016 Half-Year Ended June 30, (in thousands) 2021 2020 Gross revenues $ 150,165 $ 187,025 Gross profit 105,851 112,511 Net profit (loss) 12,081 ( 7,032 ) See Note 7 for the fair value and carrying value of our investment in Cash Converters. Founders One, LLC On October 6, 2021, the Company invested $ 15.0 million in exchange for a non-redeemable voting participating preferred equity interest in Founders One, LLC (“Founders”), a newly-formed entity with one other member. Founders used that $ 15.0 million to acquire an equity interest in Simple Management Group, Inc. (“SMG”) which owns and operates more than 20 pawn stores principally in the Caribbean region, with plans to build and acquire more stores in that region. The investment in Founders is a variable interest entity but for which the Company is not the primary beneficiary and, therefore, is not consolidated. Further, as we are not the appointed manager, we do not have the ability to direct the activities of the investment entity that most significantly impact its economic performance. This investment in Founders is accounted for utilizing the measurement alternative within ASC 321, Investments — Equity Securities. Our $ 15.0 million carrying value of the investment is included in “Other Investments” in our consolidated balance sheets. The Company’s maximum exposure for losses in this investment is its contributed investment of $ 15.0 million. See Note 7 for the fair value and carrying value of our investment in Founders. 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. 11 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, 2021 December 31, 2021 Fair Value Measurement Using (in thousands) Level 1 Level 2 Level 3 Financial assets: 2.89 % promissory note receivable due April 2024 $ 1,190 $ 1,190 $ — $ — $ 1,190 Investments in unconsolidated affiliates 42,513 52,671 45,650 — 7,021 Other investments 16,500 16,500 — — 16,500 Financial liabilities: 2024 Convertible Notes $ 142,106 $ 147,063 $ — $ 147,063 $ — 2025 Convertible Notes 169,738 155,060 — 155,060 — 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 September 30, 2021 September 30, 2021 Fair Value Measurement Using (in thousands) Level 1 Level 2 Level 3 Financial assets: 2.89 % promissory note receivable due April 2024 $ 1,181 $ 1,181 $ — $ — $ 1,181 Investments in unconsolidated affiliates 37,724 48,954 41,638 — 7,316 Financial liabilities: 2024 Convertible Notes $ 123,543 $ 153,281 $ — $ 153,281 $ — 2025 Convertible Notes 140,643 155,250 — 155,250 — 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. Included in “Accounts payable, accrued expenses and other current liabilities“ in our Consolidated Balance Sheets is $ 4.6 million which represents the fair value of acquisition-related contingent consideration as discussed in Note 2: Acquisitions. The key assumptions used to determine the fair value of acquisition-related contingent consideration are estimated by management, not observable in the market and, therefore considered Level 3 inputs within the fair value hierarchy. 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 fair value of the note approximated its carrying value as of December 31, 2021. We use the equity method of accounting to account for our 37.72 % ownership in Cash Converters International. The inputs used to generate the fair value of the investment in Cash Converters were considered Level 1 inputs. These inputs consist of (a) the quoted stock price on the 12 Table of Contents 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. 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 approximated carrying value although such fair value is highly variable and includes significant unobservable inputs. Of the $ 16.5 million included in the table above, $ 15.0 million is related the investment in Founders. We believe the investment's fair value approximated it's 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, 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 Company adopted ASU 2020-06 on October 1, 2021. See Note 1 for further discussion of this recently adopted accounting policy. The following table presents the Company's debt instruments outstanding: December 31, 2021 December 31, 2020 September 30, 2021 (in thousands) Gross Amount Debt 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 $ ( 1,644 ) $ 142,106 $ 143,750 $ ( 25,014 ) $ 118,736 $ 143,750 $ ( 20,207 ) $ 123,543 2025 Convertible Notes 172,500 ( 2,762 ) 169,738 172,500 ( 37,517 ) 134,983 172,500 ( 31,857 ) 140,643 8.5 % unsecured debt due 2024* — — — 816 — 816 — — — Total $ 316,250 $ ( 4,406 ) $ 311,844 $ 317,066 $ ( 62,531 ) $ 254,535 $ 316,250 $ ( 52,064 ) $ 264,186 Less current portion — — — 213 — 213 — — — Total long-term debt $ 316,250 $ ( 4,406 ) $ 311,844 $ 316,853 $ ( 62,531 ) $ 254,322 $ 316,250 $ ( 52,064 ) $ 264,186 * Amount translated from Guatemalan quetzals as of applicable period end. Debt was repaid before maturity the date in January 2021. The following table presents the Company's contractual maturities related to the debt instruments as of December 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 $ — $ 143,750 $ 172,500 $ — 13 Table of Contents The following table presents the Company's interest expense related to the Convertible Notes for the three months ended December 31, 2021 and 2020: Three Months Ended December 31, (in thousands) 2021 2020 2024 Convertible Notes: Contractual interest expense $ 1,033 $ 1,033 Amortization of deferred financing costs 167 112 Amortization of debt discount — 1,430 Total interest expense $ 1,200 $ 2,575 2025 Convertible Notes: Contractual interest expense $ 1,024 $ 1,024 Amortization of deferred financing costs 207 140 Amortization of debt discount — 1,679 Total interest expense $ 1,231 $ 2,843 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 effective interest rate for the three months ended December 31, 2021 was approximately 3.35 %. As of December 31, 2021, the remaining unamortized debt issuance costs will be amortized using the effective interest method through the 2024 Maturity Date assuming no early conversion. The 2024 Convertible Notes are convertible based on an initial conversion rate of 100 shares of Class A Common Stock per $1,000 principal amount (equivalent to an initial conversion price of $ 10.00 per share). The conversion rate will not be adjusted for any accrued and unpaid interest. The 2024 Convertible Notes contain certain make-whole fundamental change premiums and customary anti-dilution adjustments. Upon conversion, we may settle in cash, shares of Class A Common Stock or any combination thereof, at our election. Prior to January 1, 2024, the 2024 Convertible Notes will be convertible only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on September 30, 2017 (and only during such fiscal quarter), if the last reported sale price of our Class A Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price, as defined in the 2017 Indenture, per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of our Class A Common Stock and the conversion rate on such trading day; (3) if we call any or all of the 2024 Convertible Notes for redemption, at any time prior to the close of business on the business day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events, as defined in the 2017 Indenture. On or after January 1, 2024 until the close of business on the business day immediately preceding the 2024 Maturity Date, holders of 2024 Convertible Notes may, at their option, convert their 2024 Convertible Notes at any time, regardless of the foregoing circumstances. At our option, we may redeem for cash all or any portion of the 2024 Convertible Notes on or after July 6, 2021, if the last reported sale price of the Class A Common Stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. The redemption price will be equal to 100 % of the principal amount of the 2024 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The stock trading price condition and other triggers are measured on a quarter-by-quarter basis and were not met as of December 31, 2021. As of December 31, 2021, the if-converted value of the 2024 Convertible Notes did not exceed the principal amount. 14 Table of Contents 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 effective interest rate for the three months ended December 31, 2021 was approximately 2.88 % for the 2025 Convertible Notes. As of December 31, 2021, the remaining unamortized debt issuance costs will be amortized using the effective interest method through the 2025 Maturity Date assuming no early conversion. The 2025 Convertible Notes are convertible based on an initial conversion rate of 62.8931 shares of Class A Common Stock per $1,000 principal amount (equivalent to an initial conversion price of $ 15.90 per share). The conversion rate will not be adjusted for any accrued and unpaid interest. The 2025 Convertible Notes contain certain make-whole fundamental change premiums and customary anti-dilution adjustments. Upon conversion, we may settle in cash, shares of Class A Common Stock or any combination thereof, at our election. Prior to November 1, 2024, the 2025 Convertible Notes are convertible only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ended on June 30, 2018 (and only during such fiscal quarter), if the last reported sale price of our Class A Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price, as defined in the 2018 Indenture, per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of our Class A Common Stock and the conversion rate on such trading day; (3) if we call any or all of the 2025 Convertible Notes for redemption, at any time prior to the close of business on the business day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events, as defined in the 2018 Indenture. On or after November 1, 2024 until the close of business on the business day immediately preceding the 2025 Maturity Date, holders of 2025 Convertible Notes may, at their option, convert their 2025 Convertible Notes at any time, regardless of the foregoing circumstances. We may not redeem the 2025 Convertible Notes prior to May 1, 2022. At our option, we may redeem for cash all or any portion of the 2025 Convertible Notes on or after May 1, 2022, if the last reported sale price of the Class A Common Stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. The redemption price will be equal to 100 % of the principal amount of the 2025 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The stock trading price condition and other triggers are measured on a quarter-by-quarter basis and were not met as of December 31, 2021. As of December 31, 2021, the if-converted value of the 2025 Convertible Notes did not exceed the principal amount. 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 . 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. 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 and no further share repurchases have been made since March of 2020. 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. 15 Table of Contents The following table presents a summary of stock compensation activity: Shares Weighted Average Grant Date Fair Value Outstanding as of September 30, 2021 2,218,777 $ 4.86 Granted 1,208,046 7.65 Released (a) ( 358,883 ) 4.68 Cancelled — — Outstanding as of December 31, 2021 3,067,940 $ 5.86 (a) 101,103 shares were withheld to satisfy related income tax withholding. NOTE 10: 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 11: 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. 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 Investments — primarily our equity interest in the net income of Cash Converters International and Rich Data Corporation along with our investment in Founders. 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. 16 Table of Contents Three Months Ended December 31, 2021 (in thousands) U.S. Pawn Latin America Pawn Other Investments Total Segments Corporate Items Consolidated Revenues: Merchandise sales $ 102,078 $ 35,642 $ — $ 137,720 $ — $ 137,720 Jewelry scrapping sales 4,980 1,964 — 6,944 — 6,944 Pawn service charges 56,557 19,468 — 76,025 — 76,025 Other revenues 22 240 43 305 — 305 Total revenues 163,637 57,314 43 220,994 — 220,994 Merchandise cost of goods sold 57,832 25,279 — 83,111 — 83,111 Jewelry scrapping cost of goods sold 3,975 1,797 — 5,772 — 5,772 Net revenues 101,830 30,238 43 132,111 — 132,111 Segment and corporate expenses (income): Store expenses 64,689 22,082 — 86,771 — 86,771 General and administrative — — — — 15,545 15,545 Depreciation and amortization 2,670 1,980 — 4,650 2,924 7,574 Loss on sale or disposal of assets and other — 5 — 5 — 5 Interest expense — — — — 2,431 2,431 Interest income — ( 182 ) — ( 182 ) ( 122 ) ( 304 ) Equity in net income of unconsolidated affiliates — — ( 1,138 ) ( 1,138 ) — ( 1,138 ) Other (income) expense — ( 134 ) ( 12 ) ( 146 ) 26 ( 120 ) Segment contribution $ 34,471 $ 6,487 $ 1,193 $ 42,151 Income (loss) before income taxes $ 42,151 $ ( 20,804 ) $ 21,347 Three Months Ended December 31, 2020 (in thousands) U.S. Pawn Latin America Pawn Other Investments 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 17 Table of Contents NOTE 12: SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION The following table provides supplemental information on net amounts included in our condensed consolidated balance sheets: (in thousands) December 31, 2021 December 31, 2020 September 30, 2021 Gross pawn service charges receivable $ 38,040 $ 31,721 $ 37,360 Allowance for uncollectible pawn service charges receivable ( 8,275 ) ( 6,896 ) ( 8,023 ) Pawn service charges receivable, net $ 29,765 $ 24,825 $ 29,337 Gross inventory $ 124,286 $ 106,053 $ 115,300 Inventory reserves ( 4,973 ) ( 11,073 ) ( 4,311 ) Inventory, net $ 119,313 $ 94,980 $ 110,989 Prepaid expenses and other $ 10,614 $ 8,079 $ 5,386 Accounts receivable and other 6,258 9,546 9,322 Income taxes receivable 14,337 15,199 16,302 Prepaid expenses and other current assets $ 31,209 $ 32,824 $ 31,010 Property and equipment, gross $ 288,285 $ 274,071 $ 284,867 Accumulated depreciation ( 236,084 ) ( 218,867 ) ( 231,056 ) Property and equipment, net $ 52,201 $ 55,204 $ 53,811 Accounts payable $ 18,925 $ 17,169 $ 22,462 Accrued payroll 11,486 12,061 9,093 Incentive accrual 5,158 3,866 16,868 Other payroll related expenses 7,964 10,798 10,695 Accrued sales and VAT taxes 9,704 10,295 10,936 Accrued Income Taxes Payable 6,024 611 3,826 Other current liabilities 16,270 12,977 16,388 Accounts payable, accrued expenses and other current liabilities $ 75,531 $ 67,777 $ 90,268 18 Table of Contents