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Item 1. Financial Statements

2024-07-31 compared with 2024-05-01 · 112 added, 106 removed, 646 unchanged (25% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts) March 31,

(in thousands, except share and per share amounts) June 30,

September 30,

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Intangible assets, net 60,164 60,009 58,216

Notes receivable, net — 1,233 —

Deferred tax asset, net 25,245 19,610 25,702

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issued and outstanding:

52,057,309 as of March 31, 2024;

52,561,071 as of March 31, 2023;

51,771,917 as of June 30, 2024;

52,214,761 as of June 30, 2023;

and 51,869,569 as of September 30, 2023

10 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

(in thousands, except per share amount) 2024 2023 2024 2023

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Equity in net (income) loss of unconsolidated affiliates ( 1,263 ) ( 1,523 ) ( 4,135 ) 29,394

Other (income) expense ( 165 ) 80 ( 436 ) ( 154 )

Income (loss) before income taxes 28,651 ( 7,340 ) 66,356 17,198

Income tax expense (benefit) 7,172 ( 550 ) 16,407 7,210

Net income (loss) $ 21,479 $ ( 6,790 ) $ 49,949 $ 9,988

Basic earnings (loss) per share $ 0.39 $ ( 0.12 ) $ 0.91 $ 0.18

Diluted earnings (loss) per share $ 0.29 $ ( 0.12 ) $ 0.65 $ 0.11

Other income ( 191 ) ( 5 ) ( 627 ) ( 159 )

Income before income taxes 23,000 21,310 89,356 38,508

Income tax expense 5,050 3,088 21,457 10,298

Net income $ 17,950 $ 18,222 $ 67,899 $ 28,210

Basic earnings per share $ 0.33 $ 0.33 $ 1.23 $ 0.51

Diluted earnings per share $ 0.25 $ 0.24 $ 0.89 $ 0.38

Weighted-average basic shares outstanding 54,898 55,367 55,022 55,776

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Three Months Ended

Six Months Ended

Nine Months Ended

(in thousands) 2024 2023 2024 2023

Net income (loss) $ 21,479 $ ( 6,790 ) $ 49,949 $ 9,988

Net income $ 17,950 $ 18,222 $ 67,899 $ 28,210

Other comprehensive income:

Foreign currency translation adjustment, net of income tax expense for our investment in unconsolidated affiliate of $ 98 and $ 1,133 for the three months ended March 31, 2024, and 2023, respectively and $ 41 and $ 737 for the six months ended March 31, 2024, and 2023, respectively

Foreign currency translation adjustment, net of income tax (benefit) expense for our investment in unconsolidated affiliate of $( 101 ) and $( 30 ) for the three months ended June 30, 2024, and 2023, respectively and $( 60 ) and $ 706 for the nine months ended June 30, 2024, and 2023, respectively

( 16,993 ) 8,101 ( 7,903 ) 26,753

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Balances as of March 31, 2024 55,027 $ 551 $ 345,174 $ 477,683 $ ( 23,012 ) $ 800,396

Stock compensation — — 3,101 — — 3,101

Foreign currency translation loss — — — — ( 16,993 ) ( 16,993 )

Purchase and retirement of treasury stock ( 285 ) ( 3 ) ( 1,193 ) ( 1,803 ) — ( 2,999 )

Net income — — — 17,950 — 17,950

Balances as of June 30, 2024 54,742 $ 548 $ 347,082 $ 493,830 $ ( 40,005 ) $ 801,455

Common Stock Additional

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Balances as of March 31, 2023 55,531 $ 556 $ 343,088 $ 405,961 $ ( 37,017 ) $ 712,588

Stock compensation — — 3,135 — — 3,135

Foreign currency translation gain — — — — 8,101 8,101

Purchase and retirement of treasury stock ( 346 ) ( 4 ) ( 1,366 ) ( 1,634 ) — ( 3,004 )

Net income — — — 18,222 — 18,222

Balances as of June 30, 2023 55,185 $ 552 $ 344,857 $ 422,549 $ ( 28,916 ) $ 739,042

See accompanying notes to unaudited condensed consolidated financial statements

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

(in thousands) 2024 2023

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Acquisitions, net of cash acquired ( 11,963 ) ( 12,968 )

Issuance of notes receivable — ( 15,500 )

Proceeds from (issuance of) notes receivable 1,100 ( 15,500 )

Investment in unconsolidated affiliate ( 993 ) ( 2,133 )

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Effect of exchange rate changes on cash and cash equivalents and restricted cash ( 108 ) 1,420

Net increase in cash, cash equivalents and restricted cash 8,724 37,210

Net (decrease) increase in cash, cash equivalents and restricted cash ( 1,726 ) 32,154

Cash and cash equivalents and restricted cash at beginning of period 228,968 214,369

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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, 2024, are not necessarily indicative of results that may be expected for the fiscal year ending September 30, 2024 or any other period due, in part, to seasonal variations.

Financial results for the three and nine month periods ended June 30, 2024, are not necessarily indicative of results that may be expected for the fiscal year ending September 30, 2024 or any other period due, in part, to seasonal variations.

There have been no changes that have had a material impact in significant accounting policies as described in our 2023 Annual Report .

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Customer layaway deposits are generally refundable upon cancellation.

Our customer layaway deposits balance as of March 31, 2024, 2023 and September 30, 2023 was $ 20.4 million, $ 18.8 million and $ 18.9 million, respectively, and are generally recognized as revenue within a one-year period.

Our customer layaway deposits balance as of June 30, 2024, 2023 and September 30, 2023 was $ 20.1 million, $ 18.6 million and $ 18.9 million, respectively, and are generally recognized as revenue within a one-year period.

We account for our investment in Rich Data Corporation (“RDC”) in accordance with Accounting Standards Codification (“ASC”) 321, Investments — Equity Securities, and we have elected to use the measurement alternative to measure this investment at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any.

As of March 31, 2024, 2023 and September 30, 2023, the carrying value of our investment in RDC was $ 6.2 million.

As of June 30, 2024, 2023 and September 30, 2023, the carrying value of our investment in RDC was $ 6.2 million.

Refer to Note 5:

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Additionally, the ASU requires a description of how the CODM utilizes segment operating profit or loss to assess segment performance.

The requirements of this ASU 2023-07 are effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The requirements of ASU 2023-07 are effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted, and retrospective application is required for all periods presented.

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The following table summarizes the changes in the carrying amount of goodwill by segment and in total:

Six Months Ended March 31, 2024

Nine Months Ended June 30, 2024

(in thousands) U.S.

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Effect of foreign currency translation changes — ( 1,854 ) ( 1,854 )

Balances as of March 31, 2024 $ 262,272 $ 48,386 $ 310,658

Six Months Ended March 31, 2023

Balances as of June 30, 2024 $ 264,271 $ 44,576 $ 308,847

Nine Months Ended June 30, 2023

(in thousands) U.S.

5 unchanged sentences

Effect of foreign currency translation changes — 5,824 5,824

Balances as of March 31, 2023

Balances as of June 30, 2023

$ 254,971 $ 47,149 $ 302,120

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Pawn segment that were immaterial, individually and in the aggregate, and we have therefore omitted certain disclosures.

EARNINGS (LOSS) PER SHARE

The following table reconciles the number of common shares used to compute basic and diluted earnings (loss) per share attributable to EZCORP Inc., shareholders:

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

Six Months Ended

Nine Months Ended

(in thousands, except per share amounts) 2024 2023 2024 2023

Basic earnings (loss) per common share:

Net income (loss) - basic $ 21,479 $ ( 6,790 ) $ 49,949 $ 9,988

Basic earnings per common share:

Net income - basic $ 17,950 $ 18,222 $ 67,899 $ 28,210

Weighted shares outstanding - basic 54,898 55,367 55,022 55,776

Basic earnings (loss) per common share $ 0.39 $ ( 0.12 ) $ 0.91 $ 0.18

Diluted earnings (loss) per common share:

Net income (loss) - basic $ 21,479 $ ( 6,790 ) $ 49,949 $ 9,988

Convertible Notes interest expense (income), net of tax* 2,415 — 5,074 ( 2,733 )

Net income (loss) - diluted $ 23,894 $ ( 6,790 ) $ 55,023 $ 7,255

Basic earnings per common share $ 0.33 $ 0.33 $ 1.23 $ 0.51

Diluted earnings per common share:

Net income - basic $ 17,950 $ 18,222 $ 67,899 $ 28,210

Convertible Notes interest expense, net of tax* 2,427 2,644 7,501 1,885

Net income - diluted $ 20,377 $ 20,866 $ 75,400 $ 30,095

Weighted shares outstanding - basic 54,898 55,367 55,022 55,776

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Weighted shares outstanding - diluted 83,008 86,825 84,309 79,559

Diluted earnings (loss) per common share $ 0.29 $ ( 0.12 ) $ 0.65 $ 0.11

Potential common shares excluded from the calculation of diluted earnings (loss) per common share above:

Equity-based compensation awards** — 1,014 — —

Diluted earnings per common share $ 0.25 $ 0.24 $ 0.89 $ 0.38

Potential common shares excluded from the calculation of diluted earnings per common share above:

Convertible Notes*** — — — 6,323

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* Effective January 1, 2024, we are required to combination settle the 2024 Convertible Notes.

As such, no interest expense is included for the three months ended March 31, 2024 and only the first quarter of 2024 interest expense is included for the six months ended March 31, 2024.

The six months ended March 31,2023 includes $ 5.4 million gain on the partial extinguishment of debt, associated with the 2025 Convertible Notes, which was recorded to “Interest expense” in the Company’s condensed consolidated statement of operations.

As such, no interest expense is included in the diluted earnings per share computation for the three months ended June 30, 2024 and only the first quarter of 2024 interest expense is included for the nine months ended June 30, 2024.

The nine months ended June 30,2023 includes $ 5.4 million gain on the partial extinguishment of debt, associated with the 2025 Convertible Notes, which was recorded to “Interest expense” in the Company’s condensed consolidated statement of operations.

Debt for additional information.

** 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.

*** As we are required to combination settle the 2024 Convertible Notes effective January 1, 2024, the 3.4 million principal shares are not included for the three months ended March 31, 2024 and only the weighted average shares of 1.7 million are included for the six months ended March 31, 2024.

Additionally, no potential common shares related to the accreted value of the 2024 Convertible Notes are included for the three or six months ended March 31, 2024 as the average market rate was not above the initial conversion price of $ 10.00 per share for the noted reporting periods.

*** As we are required to combination settle the 2024 Convertible Notes effective January 1, 2024, the 3.4 million principal shares are not included for the three months ended June 30, 2024 and only the weighted average shares of 1.2 million are included for the nine months ended June 30, 2024.

Additionally, 75,854 and 25,192 potential common shares related to the accreted value of the 2024 Convertible Notes are included for the three and nine months ended June 30, 2024, respectively, as the average market rate was above the initial conversion price of $ 10.00 per share for the period ended June 30, 2024.

Debt for conversion price, initial conversion rate and additional information on the 2024 Convertible Notes, 2025 Convertible Notes, and 2029 Convertible Notes.

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The table below presents balances of our lease assets and liabilities and their balance sheet locations for both operating and financing leases:

(in thousands) Balance Sheet Location March 31, 2024 March 31, 2023 September 30, 2023

(in thousands) Balance Sheet Location June 30, 2024 June 30, 2023 September 30, 2023

Lease assets:

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Three Months Ended

Six Months Ended

Nine Months Ended

(in thousands) 2024 2023 2024 2023

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Total lease cost $ 24,913 $ 23,042 $ 73,120 $ 66,549

* Includes a reduction for sublease rental income of $ 0.6 million and $ 1.1 million for the three months ended March 31, 2024 and 2023, respectively, and $ 1.7 million and $ 1.8 million for the six months ended March 31, 2024 and 2023, respectively.

* Includes a reduction for sublease rental income of $ 0.7 million and $ 1.0 million for the three months ended June 30, 2024 and 2023, respectively, and $ 2.4 million and $ 2.8 million for the nine months ended June 30, 2024 and 2023, respectively.

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 expenses” and “General and administrative” under operating expenses, based on the underlying lease use.

Cash paid for operating leases was $ 24.3 million and $ 18.9 million for the three months ended March 31, 2024 and 2023, respectively, and $ 44.6 million and $ 37.4 million for the six months ended March 31, 2024 and 2023, respectively.

Cash paid for principal and interest on finance leases was $ 0.1 million and $ 0.1 million, respectively, for the three months ended March 31, 2024 and $ 0.3 million and $ 0.1 million for the six months ended March 31, 2024 respectively .

There was no cash paid for principal or interest on finance leases during the three and six months ended March 31, 2023.

Cash paid for operating leases was $ 15.9 million and $ 19.5 million for the three months ended June 30, 2024 and 2023, respectively, and $ 60.5 million and $ 56.9 million for the nine months ended June 30, 2024 and 2023, respectively.

Cash paid for principal and interest on finance leases was $ 0.1 million and $ 0.1 million, respectively, for the three months ended June 30, 2024 and $ 0.4 million and $ 0.2 million for the nine months ended June 30, 2024 respectively .

There was no cash paid for principal or interest on finance leases during the three and nine months ended June 30, 2023.

The weighted-average term and discount rates for leases are as follows:

Six Months Ended

Nine Months Ended

Weighted-average remaining lease term (years):

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Financing leases 11.14 % 11.14 %

As of March 31, 2024, maturities of lease liabilities under ASC 842 by fiscal year were as follows:

As of June 30, 2024, maturities of lease liabilities under ASC 842 by fiscal year were as follows:

(in thousands) Operating Leases Financing Leases

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Total long term net lease liabilities $ 188,996 $ 1,352

We recorded $ 35.0 million and $ 34.5 million in non-cash additions to our operating right-of-use assets and lease liabilities for the six months ended March 31, 2024 and 2023, respectively.

We recorded $ 0.2 million and $ 1.2 million in non-cash finance lease additions for the six months ended March 31, 2024 and 2023, respectively.

We recorded $ 46.1 million and $ 55.2 million in non-cash additions to our operating right-of-use assets and lease liabilities for the nine months ended June 30, 2024 and 2023, respectively.

We recorded $ 0.3 million and $ 2.1 million in non-cash finance lease additions for the nine months ended June 30, 2024 and 2023, respectively.

STRATEGIC INVESTMENTS

Cash Converters International Limited

As of March 31, 2024, we owned 273,939,157 shares, or approximately 43.7 %, of Cash Converters.

As of June 30, 2024, we owned 273,939,157 shares, or approximately 43.7 %, of Cash Converters.

We acquired our original investment (representing approximately 30 % of the outstanding shares) in November 2009 and have increased our ownership through the acquisition of additional shares periodically since that time.

We received cash dividends from Cash Converters of $ 1.7 million and $ 1.8 million during the six months ended March 31, 2024 and 2023, respectively.

We received cash dividends from Cash Converters of $ 3.5 million and $ 3.6 million during th e nine mon ths ended June 30, 2024 and 2023, respectively.

The following tables present summary financial information for Cash Converters’ most recently reported results at December 31, 2023 after translation to U.S.

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Net profit (loss) $ 6,499 $ ( 73,197 )

During the three and six m onths ended March 31, 2024, we recorded our share of income of $ 1.7 million and $ 2.9 million, respectively, from Cash Converters.

During the three and six months ended March 31, 2023 we recorded a loss of $ 32.5 million and $ 30.9 million, respectively, from Cash Converters, which included $ 32.4 million as our share of their non-cash goodwill impairment charge during the quarter ended March 31, 2023 that was recorded to “Equity in net (income) loss of unconsolidated affiliates” in the condensed consolidated statements of operations.

During the three and nine m onths ended June 30, 2024, we recorded our share of income of $ 1.4 million and $ 4.3 million, respectively, from Cash Converters.

During the three and nine months ended June 30, 2023, we recorded our share of income of $ 1.5 million and a $ 29.4 million loss on our share of losses from Cash Converters, respectively, included in “Equity in net (income) loss of unconsolidated affiliates” in the condensed consolidated statements of operations.

For the nine months ended June 30, 2023, the $ 29.4 million loss includes $ 32.4 million of our share of their non-cash goodwill impairment charge.

Fair Value Measurements for the fair value and carrying value of our investment in Cash Converters.

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Consequently, our preferred equity investment in Founders is accounted for utilizing the measurement alternative within ASC 321, Investments — Equity Securities.

As of March 31, 2024, our $ 45.0 million carrying value of the preferred equity investment and $ 15.0 million Demand Promissory Note are included in “Other investments” and “Prepaid expenses and other current assets” in our condensed consolidated balance sheets, respectively.

As of March 31, 2024, our maximum exposure for losses related to our investment in Founders was our $ 45.0 million preferred equity investment and $ 15.0 million Demand Promissory Note plus accrued and unpaid interest.

As of June 30, 2024, our $ 45.0 million carrying value of the preferred equity investment and $ 15.0 million Demand Promissory Note are included in “Other investments” and “Prepaid expenses and other current assets” in our condensed consolidated balance sheets, respectively.

As of June 30, 2024, our maximum exposure for losses related to our investment in Founders was our $ 45.0 million preferred equity investment and $ 15.0 million Demand Promissory Note plus accrued and unpaid interest.

Fair Value Measurements for the fair value and carrying value of our loan to Founders.

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Carrying Value Estimated Fair Value

March 31, 2024 March 31, 2024 Fair Value Measurement Using

June 30, 2024 June 30, 2024 Fair Value Measurement Using

(in thousands) Level 1 Level 2 Level 3

Financial assets:

Promissory note receivable due April 2024 $ 1,268 $ 1,268 $ — $ — $ 1,268

Promissory note receivable from Founders $ 16,186 $ 16,186 $ — $ — $ 16,186

5 unchanged sentences

Carrying Value Estimated Fair Value

March 31, 2023 March 31, 2023 Fair Value Measurement Using

June 30, 2023 June 30, 2023 Fair Value Measurement Using

(in thousands) Level 1 Level 2 Level 3

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de C.V., which owned stores operating under the name “Cash Apoyo Efectivo,” at the end of each reporting period.

This remeasurement resulted in a $ 2.5 million reduction of the obligation with an offset recorded to "Other" as an operating item in our condensed consolidated statement of operations during the second quarter of fiscal 2023.

The remaining obligation of $ 2.5 million is included in "Accounts payable, accrued expenses and other current liabilities" in our Consolidated Balance Sheet as of March 31, 2023.

This remeasurement resulted in a $ 2.6 million and $ 5.1 million reduction of the obligation with an offset recorded to “Other” as an operating item in our condensed consolidated statement of operations during the three and nine months ended June 30, 2023, respectively.

There is no remaining obligation in our Consolidated Balance Sheet as of June 30, 2023.

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.

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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.

The interest rate on the note was 2.89 % per annum and was secured by certain marketable securities owned by the seller and held in a U.S.

brokerage account.

Based primarily on the short-term nature of the note, we estimate that its carrying value approximates fair value as of March 31, 2024.

As of March 31, 2024, our $ 1.3 million carrying value of the promissory note is recorded within “Prepaid expenses and other current assets” in our condensed consolidated balance sheets.

All principal and accrued interest was received in April 2024.

In December 2022, we loaned $ 15.0 million to Founders in exchange for a Demand Promissory Note secured by the common interest in Founders held by the other member.

As of March 31, 2024, the interest rate on the note was 15.00 % per annum, and all principal and accrued interest is due on demand.

Based primarily on the short-term nature of the note, we estimate that its carrying value approximates fair value as of March 31, 2024.

As of June 30, 2024, the interest rate on the note was 15.00 % per annum, and all principal and accrued interest is due on demand.

Based primarily on the short-term nature of the note, we estimate that its carrying value approximates fair value as of June 30, 2024.

We use the equity method of accounting to account for our ownership interest in Cash Converters.

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The following table presents the Company's debt instruments outstanding:

March 31, 2024 March 31, 2023 September 30, 2023

June 30, 2024 June 30, 2023 September 30, 2023

(in thousands) Gross Amount Debt Issuance Costs Carrying Amount Gross Amount Debt Issuance Costs Carrying Amount Gross Amount Debt Issuance Costs Carrying Amount

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Total long-term debt $ 230,000 $ ( 6,002 ) $ 223,998 $ 367,762 $ ( 8,076 ) $ 359,686 $ 333,373 $ ( 7,526 ) $ 325,847

The following table presents the Company’s contractual maturities related to the debt instruments as of March 31, 2024:

The following table presents the Company’s contractual maturities related to the debt instruments as of June 30, 2024:

Schedule of Contractual Maturities

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Total long-term debt $ 230,000 $ 103,373 $ 34,389 $ 367,762

The following table presents the Company’s interest expense related to the Convertible Notes for the three and six months ended March 31, 2024 and 2023:

The following table presents the Company’s interest expense related to the Convertible Notes for the three and nine months ended June 30, 2024 and 2023:

Three Months Ended

Six Months Ended

Nine Months Ended

(in thousands) 2024 2023 2024 2023

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3.750 % Convertible Senior Notes Due 2029

In December 2022, we issued $ 230.0 million aggregate principal amount of 3.750 % Convertible Senior Notes Due 2029 (the “2029 Convertible Notes”), for which $ 230.0 million remains outstanding as of March 31, 2024.

The 2029 Convertible Notes were issued pursuant to an indenture dated December 12, 2022 (the “2022 Indenture”) by and between the Company and Truist Bank, as trustee.

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At maturity, the holders of the 2029 Convertible Notes will be entitled to receive cash equal to the principal of the 2029 Convertible Notes plus accrued interest.

The effective interest rate for the three and six months ended March 31, 2024 was approximately 4.28 %.

As of March 31, 2024, the remaining unamortized debt issuance costs will be amortized using the effective interest method through the 2029 Maturity Date assuming no early conversion.

The effective interest rate for the three and nine months ended June 30, 2024 was approximately 4.28 %.

As of June 30, 2024, the remaining unamortized debt issuance costs will be amortized using the effective interest method through the 2029 Maturity Date assuming no early conversion.

The 2029 Convertible Notes are convertible based on an initial conversion rate of 89.0313 shares of Class A Common Stock per $1,000 principal amount (equivalent to an initial conversion price of $ 11.23 per share).

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The redemption price will be equal to 100 % of the principal amount of the 2029 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 March 31, 2024.

As of March 31, 2024, the if-converted value of the 2029 Convertible Notes did not exceed the principal amount.

The stock trading price condition and other triggers are measured on a quarter-by-quarter basis and were not met as of June 30, 2024.

As of June 30, 2024, the if-converted value of the 2029 Convertible Notes did not exceed the principal amount.

Note Repurchases

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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”), for which $ 103.4 million remains outstanding as of March 31, 2024.

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.

2 unchanged sentences

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 and six months ended March 31, 2024 was approximately 2.88 % for the 2025 Convertible Notes.

As of March 31, 2024, the remaining unamortized debt issuance costs will be amortized using the effective interest method through the 2025 Maturity Date assuming no early conversion.

The effective interest rate for the three and nine months ended June 30, 2024 was approximately 2.88 % for the 2025 Convertible Notes.

As of June 30, 2024, 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).

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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 March 31, 2024.

As of March 31, 2024, the if-converted value of the 2025 Convertible Notes did not exceed the principal amount.

The stock trading price condition and other triggers are measured on a quarter-by-quarter basis and were not met as of June 30, 2024.

As of June 30, 2024, the if-converted value of the 2025 Convertible Notes did not exceed the principal amount.

2.875 % Convertible Senior Notes Due 2024

In July 2017, we issued $ 143.75 million aggregate principal amount of 2.875 % Convertible Senior Notes Due 2024 (the “2024 Convertible Notes”), of which $ 34.4 million remains outstanding as of March 31, 2024.

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.

3 unchanged sentences

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 and six months ended March 31, 2024 was approximately 3.35 %.

As of March 31, 2024, the remaining unamortized debt issuance costs will be amortized using the effective interest method through the 2024 Maturity Date assuming no early conversion.

The effective interest rate for the three and nine months ended June 30, 2024 was approximately 3.35 %.

As of June 30, 2024, 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).

3 unchanged sentences

Because we did not elect an alternative settlement method prior to January 1, 2024, conversions will be settled by combination settlement, which is $1,000 cash (per the $1,000 principal value) plus stock equal to the accreted value as defined in the 2017 Indenture.

As of March 31, 2024, based on the terms of the 2017 Indenture, the if-converted value of the 2024 Convertible Notes exceeded the principal amount by $ 2.2 million, or approximately 205,000 Class A common shares.

As of March 31, 2024, no holders of the 2024 Convertible Notes have delivered a conversion notice.

As of June 30, 2024, based on the terms of the 2017 Indenture, the if-converted value of the 2024 Convertible Notes exceeded the principal amount by $ 0.8 million, or approximately 77,000 Class A common shares.

Prior to the 2024 Maturity Date, certain holders of the 2024 Convertible Notes elected to convert their 2024 Convertible Notes, resulting in combination settlement on the 2024 Maturity Date.

On July 1, 2024, the $ 34.4 million aggregate principal amount outstanding plus accrued interest was repaid using cash on hand and 77,328 Class A Common Stock shares, equal to the accreted value, were issued as part of the 2024 Convertible Notes conversion .

COMMON STOCK AND STOCK COMPENSATION

4 unchanged sentences

The Board of Directors has reserved the right to modify, suspend or terminate the program at any time.

As of March 31, 2024, we had repurchased and retired 2,287,402 shares of our Class A Common Stock for $ 20.0 million under the Common Stock Repurchase Program, of which 305,475 and 660,357 shares were repurchased and retired for $ 3.0 million and $ 6.0 million during the three and six months ended March 31, 2024, respectively.

During the three and six months ended March 31, 2023, 448,331 and 691,393 shares were repurchased and retired for $ 3.9 million and $ 6.0 million, respectively, under the Common Stock Repurchase Program.

As of June 30, 2024, we had repurchased and retired 2,572,794 shares of our Class A Common Stock for $ 23.0 million under the Common Stock Repurchase Program, of which 285,392 and 945,749 shares were repurchased and retired for $ 3.0 million and $ 9.0 million during the three and nine months ended June 30, 2024, respectively.

During the three and nine months ended June 30, 2023, 346,310 and 1,037,703 shares were repurchased and retired for $ 3.0 million and $ 9.0 million, respectively, under the Common Stock Repurchase Program.

The repurchase amount is allocated between “Additional paid-in capital” and “Retained earnings” in our condensed consolidated balance sheets.

17 unchanged sentences

Cancelled ( 63,211 ) 7.32

Outstanding as of March 31, 2024

Outstanding as of June 30, 2024

2,709,821 $ 7.91

15 unchanged sentences

The following income (loss) before income taxes tables present revenue for each reportable segment, disaggregated revenue within our reportable segments and Corporate, segment profits and segment contribution.

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

(in thousands) U.S.

13 unchanged sentences

(Gain) loss on sale or disposal of assets and other ( 2 ) 22 — 20 — 20

Other income — — — — ( 765 ) ( 765 )

Interest expense — — — — 3,539 3,539

Interest income — ( 370 ) ( 605 ) ( 975 ) ( 1,956 ) ( 2,931 )

Equity in net income of unconsolidated affiliates — — ( 1,719 ) ( 1,719 ) — ( 1,719 )

Other expense (income) — 1 14 15 ( 180 ) ( 165 )

Equity in net (income) loss of unconsolidated affiliates — — ( 1,406 ) ( 1,406 ) 143 ( 1,263 )

Other (income) expense — ( 184 ) 12 ( 172 ) ( 19 ) ( 191 )

Segment contribution $ 36,087 $ 10,341 $ 1,999 $ 48,427

Income (loss) before income taxes $ 48,427 $ ( 25,427 ) $ 23,000

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

(in thousands) U.S.

12 unchanged sentences

Depreciation and amortization 2,505 2,303 — 4,808 3,218 8,026

Loss (gain) on sale or disposal of assets 81 ( 8 ) — 73 — 73

Gain on sale or disposal of assets — ( 29 ) — ( 29 ) — ( 29 )

Other income — ( 2,632 ) — ( 2,632 ) — ( 2,632 )

1 unchanged sentence

Interest income ( 1 ) ( 256 ) — ( 257 ) ( 2,327 ) ( 2,584 )

Equity in net loss of unconsolidated affiliates — — 32,501 32,501 — 32,501

Equity in net income of unconsolidated affiliates — — ( 1,523 ) ( 1,523 ) — ( 1,523 )

Other (income) expense — ( 65 ) 10 ( 55 ) 50 ( 5 )

Segment contribution (loss) $ 37,752 $ 7,996 $ ( 32,497 ) $ 13,251

Segment contribution $ 32,299 $ 9,714 $ 1,528 $ 43,541

Income (loss) before income taxes $ 43,541 $ ( 22,231 ) $ 21,310

Six Months Ended March 31, 2024

Nine Months Ended June 30, 2024

(in thousands) U.S.

16 unchanged sentences

Interest income — ( 1,398 ) ( 1,811 ) ( 3,209 ) ( 5,243 ) ( 8,452 )

Equity in net loss of unconsolidated affiliates — — ( 2,872 ) ( 2,872 ) — ( 2,872 )

Equity in net (income) loss of unconsolidated affiliates — — ( 4,278 ) ( 4,278 ) 143 ( 4,135 )

Other (income) expense — ( 231 ) 27 ( 204 ) ( 423 ) ( 627 )

1 unchanged sentence

Income (loss) before income taxes $ 158,988 $ ( 69,632 ) $ 89,356

Six Months Ended March 31, 2023

Nine Months Ended June 30, 2023

(in thousands) U.S.

17 unchanged sentences

Equity in net loss of unconsolidated affiliates — — 29,394 29,394 — 29,394

Other expense (income) — 24 10 34 ( 188 ) ( 154 )

Other (income) expense — ( 41 ) 20 ( 21 ) ( 138 ) ( 159 )

Segment contribution (loss) $ 109,342 $ 25,239 $ ( 29,367 ) $ 105,214

5 unchanged sentences

Corporate Items Total

As of March 31, 2024

As of June 30, 2024

Pawn loans $ 199,277 $ 62,443 $ — $ — $ 261,720

2 unchanged sentences

Total assets 1,030,571 317,888 78,136 83,568 1,510,163

As of March 31, 2023

As of June 30, 2023

Pawn loans $ 178,877 $ 50,502 $ — $ — $ 229,379

10 unchanged sentences

The following table provides supplemental information on net amounts included in our condensed consolidated balance sheets:

(in thousands) March 31, 2024 March 31, 2023 September 30, 2023

(in thousands) June 30, 2024 June 30, 2023 September 30, 2023

Gross pawn service charges receivable $ 53,532 $ 47,071 $ 50,881

20 unchanged sentences

The following table provides supplemental disclosure of condensed consolidated statements of cash flows information:

Six Months Ended

Nine Months Ended

(in thousands) 2024 2023

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements