What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-11-13 compared with 2023-11-15 · 230 added, 333 removed, 994 unchanged (36% of the section changed)

12 unchanged sentences

Organization and Summary of Significant Accounting Policies

Other Charges

Earnings Per Share

7 unchanged sentences

Supplemental Consolidated Financial Information

Subsequent Events

Report of Independent Registered Public Accounting Firm

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We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated November 13, 2024, expressed an unqualified opinion thereon.

Change in Accounting Principle

As is discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for convertible debt as of October 1, 2021, due to the adoption of Accounting Standards Update 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.

Basis for Opinion

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(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for Convertible Debt

As described in Note 9 to the Company’s consolidated financial statements, in December 2022, the Company issued $230.0 million aggregate principal amount of 3.750% Convertible Senior Notes Due 2029 (the “2029 Convertible Notes”).

The 2029 Convertible Notes contain certain conversion, redemption, and other embedded features that require the Company to assess if such features are embedded derivatives that require bifurcation from the 2029 Convertible Notes, and are to be accounted for separately.

The Company determined the embedded features did not require bifurcation from the 2029 Convertible Notes, and therefore were not accounted for separately.

We identified the Company’s accounting for the 2029 Convertible Notes as a critical audit matter.

Determination of the accounting treatment for the 2029 Convertible Notes required complex evaluation in order to:

(a) identify the embedded conversion, redemption, and other features present within the 2029 Convertible Notes, and (b) assess if the conditions requiring one or more of the identified embedded features to be bifurcated were satisfied.

Auditing management’s conclusions required an increased level of audit effort, including the involvement of professionals with specialized skill and knowledge in the accounting treatment for embedded derivatives.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition for United States (U.S.) and Mexico Merchandise Sales and Pawn Service Charges

As described in Note 1 to the consolidated financial statements, the Company recognizes revenue for merchandise sales at the point in time when merchandise inventory is sold and delivered to the customer.

The Company recognizes revenue for pawn service charges using the effective interest method over the life of the pawn loans for all pawn loans the Company believes to be collectible.

As described in Note 12 to the consolidated financial statements, for the year ended September 30, 2024, the Company’s total revenues within the U.S.

and Mexico were $836.1 million and $247.6 million, respectively, substantially all of which related to merchandise sales and pawn service charges.

We identified revenue recognition for merchandise sales and pawn service charges within the U.S.

and Mexico as a critical audit matter, as auditing merchandise sales and pawn service charges revenue within these locations required a higher extent of audit effort.

The primary procedures we performed to address this critical audit matter included:

• Analyzing the terms included in the 2029 Convertible Notes Indenture, to assess the appropriateness of management's conclusion on the accounting treatment for the 2029 Convertible Notes.

• Utilizing personnel with specialized skill and knowledge in the relevant technical accounting guidance to (a) assist with identifying the embedded conversion, redemption and other features present within the 2029 Convertible Notes, and (b) assist with evaluating the appropriateness of management’s conclusions regarding bifurcation of the embedded features.

• Testing the effectiveness of automated application controls over the initiation, processing and recording of revenue for merchandise sales and pawn service charges within the U.S.

• Testing U.S.

and Mexico merchandise sales revenue and pawn service charges revenue transactions, on a sample basis, by tracing the sampled transactions to supporting information, such as electronic sales records and electronic evidence of payment.

/s/ BDO USA, P.C.

20 unchanged sentences

Intangible assets, net 58,451 58,216

Notes receivable, net — 1,215

Deferred tax asset, net 25,362 25,702

45 unchanged sentences

Depreciation and amortization 33,069 32,131 32,140

Loss (gain) on sale or disposal of assets and other 208 ( 674 ) 83

Other (income) expense ( 5,097 ) — 229

(Gain) loss on sale or disposal of assets and other ( 16 ) 208 ( 674 )

Other operating income

( 765 ) ( 5,097 ) —

Total operating expenses 569,743 517,688 453,225

2 unchanged sentences

Interest income ( 10,575 ) ( 7,470 ) ( 817 )

Equity in net loss (income) of unconsolidated affiliates 28,459 ( 1,779 ) ( 3,803 )

Other expense (income) 3,072 ( 167 ) ( 790 )

Equity in net (income) loss of unconsolidated affiliates ( 4,711 ) 28,459 ( 1,779 )

Other (income) expense ( 1,377 ) 3,072 ( 167 )

Income before income taxes 115,608 51,633 67,713

10 unchanged sentences

Net income $ 83,095 $ 38,463 $ 50,160

Other comprehensive income:

Other comprehensive (loss) income:

Foreign currency translation adjustment, net of income tax expense for our investment in unconsolidated affiliate of $ 7 , $ 666 and $ 229 for the years ended September 30, 2024, 2023 and 2022, respectively

9 unchanged sentences

Stock compensation — — 5,053 — — 5,053

Transfer of consideration for current period acquisition 213 2 1,545 — — 1,547

Transfer of consideration for prior period acquisition 33 — 185 — — 185

Transfer of consideration for other investment 213 2 1,498 — — 1,500

Release of restricted stock 393 4 — — — 4

Taxes paid related to net share settlement of equity awards — — ( 792 ) — — ( 792 )

Cumulative effect of adoption of ASU 2020-06 — — ( 62,804 ) 26,166 — ( 36,638 )

Foreign currency translation gain — — — — 2,746 2,746

Purchase and retirement of treasury stock ( 238 ) ( 2 ) ( 937 ) ( 1,101 ) — ( 2,040 )

Net income — — — 50,160 — 50,160

2 unchanged sentences

Stock compensation — — 9,539 — — 9,539

Transfer of consideration for other investment 213 2 1,498 — — 1,500

Release of restricted stock 393 4 — — — 4

Transfer of equity consideration for acquisition 10 — 99 — — 99

Release of restricted stock, net of shares withheld for taxes 373 5 — — — 5

Taxes paid related to net share settlement of equity awards ( 1 ) — ( 1,148 ) — — ( 1,148 )

Cumulative effect of adoption of ASU 2020-06 (Note 1) — — ( 62,804 ) 26,166 — ( 36,638 )

Foreign currency translation gain — — — — 23,567 23,567

4 unchanged sentences

Stock compensation — — 10,406 — — 10,406

Transfer of equity consideration for acquisition 10 — 99 — — 99

Release of restricted stock, net of shares withheld for taxes 855 9 40 — — 49

Settlement of conversion premium of convertible notes due 2024 77 1 ( 1 ) — — —

Taxes paid related to net share settlement of equity awards — — ( 3,294 ) — — ( 3,294 )

Foreign currency translation gain — — — — 23,567 23,567

Foreign currency translation loss — — — — ( 19,445 ) ( 19,445 )

Purchase and retirement of treasury stock ( 1,219 ) ( 13 ) ( 4,966 ) ( 7,029 ) — ( 12,008 )

18 unchanged sentences

Stock compensation expense 10,406 9,539 5,053

Equity in net loss (income) from investment in unconsolidated affiliates 28,459 ( 1,779 ) ( 3,803 )

Equity in net (income) loss from investment in unconsolidated affiliates

( 4,711 ) 28,459 ( 1,779 )

Net loss on extinguishment of debt — 3,545 —

8 unchanged sentences

Net cash provided by operating activities

113,600 101,834 66,535

Investing activities:

4 unchanged sentences

Acquisitions, net of cash acquired ( 12,113 ) ( 14,874 ) ( 1,850 )

Issuance of note receivable ( 15,500 ) ( 1,000 ) —

Proceeds from (issuance of) note receivable

421 ( 15,500 ) ( 1,000 )

Investment in unconsolidated affiliate ( 1,131 ) ( 2,133 ) ( 6,927 )

7 unchanged sentences

Cash paid on extinguishment of debt — ( 1,951 ) —

Payments on assumed debt and other borrowings ( 178,488 ) — ( 15,414 )

Payments on assumed debt

( 34,389 ) ( 178,488 ) —

Purchase and retirement of treasury stock ( 12,008 ) ( 16,988 ) ( 2,040 )

Payments of finance leases ( 492 ) ( 275 ) —

Net cash provided by (used in) financing activities 23,692 ( 2,832 ) ( 16,253 )

Net cash (used in) provided by financing activities ( 50,183 ) 23,692 ( 2,832 )

Effect of exchange rate changes on cash and cash equivalents and restricted cash ( 725 ) ( 41 ) 325

Net increase (decrease) in cash and cash equivalents and restricted cash 14,599 ( 49,255 ) ( 48,929 )

Net (decrease) increase in cash and cash equivalents and restricted cash ( 49,161 ) 14,599 ( 49,255 )

Cash and cash equivalents and restricted cash at beginning of period 228,968 214,369 263,624

13 unchanged sentences

We have an equity interest ( 43.7 % as of September 30, 2024) in Cash Converters International Limited (“Cash Converters”), a publicly traded company (ASX:CCV) headquartered in Perth, Western Australia.

Cash Converters and its controlled companies comprise a diverse group generating revenues from franchising, store operations, personal finance (including pawn transactions) and vehicle finance, in over 600 stores across 14 countries.

Additionally, we own a preferred interest in Founders One, LLC (“Founders”) that has majority ownership in Simple Management Group, Inc.

4 unchanged sentences

We account for equity investments in entities over which we do not exercise significant influence, and do not have a readily determinable fair value, at cost.

If we obtain evidence the fair value of such an investment has declined below its cost, we reduce the recorded cost to the lower value through an impairment charge recorded in the Consolidated Statements of Operations.

If we obtain evidence that the fair value of such an investment has declined below its cost, we reduce the recorded cost to the lower value through an impairment charge recorded in the Consolidated Statements of Operations.

All inter-company accounts and transactions have been eliminated in consolidation.

11 unchanged sentences

As of September 30, 2024, consolidated pawn loans outstanding was $ 274.1 million, of which $ 107.5 million ( 39 %) is attributable to stores in Texas and $ 28.6 million ( 10 %) is attributable to stores in Florida.

As of September 30, 2023, consolidated pawn loans outstanding was $ 245.8 million, of which $ 95.5 million ( 39 %) is attributable to stores in Texas and $ 25.7 million ( 10 %) is attributable to stores in Florida.

Merchandise Sales Revenue Recognition

32 unchanged sentences

Restricted Cash

Restricted cash consists of $ 0.3 million related to the acquisition of PLO del Bajio S.

as discussed in Note 3:

Acquisitions and $ 8.1 million held in escrow pending the resolution of a pre-closing tax indemnity claim related to the sale of Grupo Finmart.

As of September 30, 2024 and 2023, restricted cash consists of $ 0.5 million and $ 0.3 million, respectively, related to the acquisition of PLO del Bajio S.

and $ 8.8 million and $ 8.1 million, respectively, held in escrow pending the resolution of a pre-closing tax indemnity claim related to the sale of Grupo Finmart.

We account for our investment in Cash Converters under the equity method.

1 unchanged sentence

Thus, the results of our operations reported for the fiscal years ended September 30, 2024, 2023 and 2022 include our percentage interest in the results of Cash Converters for the twelve-month periods ended June 30, 2024, 2023 and 2022, respectively.

During the first quarter of our fiscal year, we record our percentage interest in the results of Cash Converters for the three months ended June 30 based on an estimate of the results of Cash Converters for the three months ended March 31 of that year.

Similarly, during the third quarter of our fiscal year, we record our percentage interest in the results of Cash Converters for the three months ended December 31 using the estimated results of Cash Converters for the three months ended September 30 of that year.

During the first quarter of our fiscal year, we record our percentage interest in the results of Cash Converters for the three months ended December 31 based on an estimate of the results of Cash Converters for the three months ended September 30 of that year.

Similarly, during the third quarter of our fiscal year, we record our percentage interest in the results of Cash Converters for the three months ended June 30 using the estimated results of Cash Converters for the three months ended March 31 of that year.

Cash Converters files semi-annual financial reports with the Australian Securities & Investments Commission and the Australian Stock Exchange as of and for the periods ended June 30 and December 31.

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We generally account for the initial lease term of our pawn locations as up to ten years .

Our primary corporate office is leased through March 2029 with annual escalating rent payments and includes two , five-year extension options at the end of the initial lease term.

Our primary corporate office is leased through March 2029 with annual escalating rent payments.

Goodwill and Indefinite-Lived Intangible Assets

39 unchanged sentences

Convertible Debt Securities

On October 1, 2021, we early adopted Accounting Standards Update 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”) on a modified retrospective basis.

On October 1, 2021, we early adopted 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”) on a modified retrospective basis.

Under ASU 2020-06, we no longer separate the convertible senior notes into liability and equity components.

3 unchanged sentences

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.

Prior to our adoption of Accounting Standards Update 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”) , on October 1, 2021, we accounted for our convertible debt securities at issuance, by separating the securities into debt and equity components pursuant to the prior accounting standards for convertible debt instruments.

The carrying value of the liability components were calculated by measuring the fair value of similar liabilities that did not have an associated conversion feature.

The excess of the principal amount over the fair value of the liability component were recorded as a discount with a corresponding increase in additional paid-in capital.

The debt discounts were accreted to “Interest expense” over the respective terms of the convertible debt securities using the effective interest method.

The conversion premium of the convertible debt securities were accounted for under the treasury method in accordance with our previous accounting policy, which assumed settlement of the conversion premium (equal to the as-converted value over the face principal amount) in shares of our Class A Common Stock.

Foreign Currency

3 unchanged sentences

The cumulative translation adjustments associated with the net assets of foreign subsidiaries are the only amounts recorded in Accumulated Other Comprehensive Loss in the accompanying Consolidated Statements of Stockholders’ Equity.

Foreign currency transaction gains and losses not accounted for as translations are included in “Other expense (income)” in our Consolidated Statements of Operations.

Foreign currency transaction gains and losses not accounted for as translations are included in “Other (income) expense” in our Consolidated Statements of Operations.

Store Expenses

6 unchanged sentences

These costs were $ 6.2 million, $ 4.9 million and $ 2.3 million for fiscal 2024, 2023 and 2022, respectively.

During fiscal years 2023 and 2022, we incurred $ 2.9 million and $ 0.3 million, respectively, related to digital advertising.

During fiscal 2024, 2023 and 2022, we incurred $ 3.6 million, $ 2.9 million and $ 0.3 million, respectively, related to digital advertising.

The remaining for each year relates to general advertising costs.

25 unchanged sentences

We consider our assessment of the recognition of deferred tax assets as well as estimates of uncertain tax positions to be critical estimates.

Share Repurchases

When treasury shares are retired, the Company allocates the excess of the repurchase price over the par value of shares acquired between additional paid-in capital and retained earnings.

The portion allocated to additional paid-in capital is limited to the pro rata portion of additional paid-in capital for the retired treasury shares.

Any further excess of the repurchase price is allocated to retained earnings.

Earnings per Share and Common Stock

6 unchanged sentences

When we are in a loss position for the period, dilutive securities are excluded from the calculation of earnings per share, as they would have an anti-dilutive effect.

Prior to our adoption of ASU 2020-06 on October 1, 2021, diluted earnings per share included the effect of dilutive potential associated with the conversion features embedded in our outstanding convertible debt using the treasury stock method.

Our capital stock consists of two classes of common stock designated as Class A Non-Voting Common Stock (“Class A Common Stock”) and Class B Voting Common Stock (“Class B Common Stock”).

4 unchanged sentences

We are required to reserve the number of authorized but unissued shares of Class A Common Stock that would be issuable upon conversion of all outstanding shares of Class B Common Stock.

Recently Adopted Accounting Policies

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).

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.

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 adopted this standard as of October 1, 2021 under the modified retrospective basis.

Under this transition method, prior period financial information and disclosures were not adjusted and continued to be reported under the accounting standards that were in effect prior to our adoption of ASU 2020-06.

The cash conversion model, which the Company has historically used to account for its convertible debt instruments, was eliminated by ASU 2020-06.The adoption of ASU 2020-06 reduced non-cash interest expense for the year ending September 30, 2022 and in future periods due to the derecognition of the debt discount associated with the bifurcated equity component of our convertible notes.

The treasury stock method for calculating earnings per share will no longer be allowed for convertible debt instruments whose principal amount may be settled using shares, instead the if-converted method will be required to determine the dilutive effect of our convertible notes.

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 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.

The impact of adoption on our consolidated statements of operations for the fiscal year ended September 30, 2022 was primarily to decrease interest expense by $ 13.9 million.

This had the effect of increasing both our basic and diluted earnings per share for the fiscal year ended September 30, 2022 by $ 0.19 , and $ 0.01 , respectively.

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.

(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 6,607 16,353

Deferred tax liability 3,684 ( 4,040 ) ( 356 )

Additional paid-in capital 403,312 ( 62,804 ) 340,508

Retained earnings 326,781 26,166 352,947

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.

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 us for sustainable growth.

The initiatives focused on workforce reductions, closure of our CASHMAX operations, store closures, write-offs and other miscellaneous charges.

Accrued charges at September 30, 2023 and 2022 were $ 2.0 million and $ 2.2 million, respectively, and are included within Accounts payable, accrued expenses and other current liabilities in our Consolidated Balance Sheets.

Accrued charges includes $ 2.0 million related to other costs at September 30, 2023 and 2022 and $ 0.2 million related to store closure costs at September 30, 2022.

There were no charges recorded for fiscal years ended September 30, 2023 and 2022 and we recorded $ 0.2 million of charges for the fiscal year ended September 30, 2021 related to the closure of store operations in Peru.

Fiscal 2021 Acquisitions

On June 8, 2021, we completed the acquisition of 100 % of the common shares of PLO del Bajio S.

(“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 were entitled to additional payments of up to $ 4.6 million to be paid in two payments over the following two years , contingent on the growth of the loan portfolios of the acquired stores.

We had the right, in our discretion, to pay up to 50 % of any contingent payment in the form of shares of our Class A Non-Voting Common Stock.

The value of the contingent consideration was included in the total consideration as the metrics were considered achievable as of the date of acquisition.

Cash paid at closing was $ 11.6 million, and $ 3.8 million was paid during the fourth quarter of 2021.

During the first quarter of fiscal 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 $ 0.6 million in restricted cash as of June 30, 2022, $ 0.3 million was paid during July 2022, and the remaining $ 0.3 million is expected to be paid on or around the fifth anniversary of the date of acquisition.

During the second quarter of fiscal 2022, we obtained new information about the seller's calculation of pawn service charges receivable balance as of the date of acquisition, which resulted in a $ 0.7 million measurement period adjustment to reduce pawn service charges receivable and increase goodwill.

The remeasurement of the acquisition-related contingent obligation resulted in a reduction of the obligation to zero as of September 30, 2023, resulting in a $ 5.1 million reduction of the obligation with an offset recorded to “Other (income) expense” as an operating item in our consolidated statements of operations during year ended September 30, 2023.

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

As of September 30, 2022, the estimated fair value of the contingent obligation was $ 4.6 million and was included in “Accounts payable, accrued expenses and other current liabilities“ in our Consolidated Balance Sheets as of such date.

Reductions of acquisition-related contingent obligation after the measurement period adjustment have no impact to goodwill.

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 691

Inventory 1,319

Property and equipment 2,025

Right-of-use assets 10,651

Goodwill 25,422

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.

The factors contributing to the recognition of goodwill, which is recorded in our Latin America Pawn segment, were based on several strategic and synergistic benefits we expect to realize from the acquisition, including expansion of our store base as well as the ability to further leverage our pawn expertise, investments in information technology and other back office and support functions of our existing Mexico pawn business.

We expect none of the goodwill resulting from this business combination will be deductible for income tax purposes.

The results of Bajio have been included in our consolidated financial statements from the date of acquisition in our Latin America Pawn segment.

The acquired business contributed revenues of $ 9.6 million and net loss of $ 0.1 million during the fiscal year 2021, the year of acquisition.

On June 9, 2021, we repaid $ 14.9 million of Bajio’s existing debt assumed in the acquisition.

The following unaudited pro forma summary presents consolidated information for us as if the business combination had occurred on October 1, 2020.

The pro forma information is not necessarily indicative of our results of operations had the acquisitions been completed on the above date, nor is it necessarily indicative of our future results.

The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisitions, nor does it reflect additional revenue opportunities following the acquisition.

Fiscal Year Ended September 30,

(in thousands, except per share amounts) 2021

Revenue $ 748,957

Net income $ 8,828

Basic earnings per common share $ 0.16

Diluted earnings per common share $ 0.16

We did not have any material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma gross profit and net income.

These pro forma amounts have been calculated after applying the Company's accounting policies and adjusting the results to reflect the additional amortization that would have been incurred assuming the amortization of the trade name had been applied from October 1, 2020.

During the fiscal year end ended September 30, 2021, we incurred total acquisition-related costs of $ 0.8 million.

The acquisition-related costs were primarily related to legal, accounting and consulting services and were expensed as incurred through September 30, 2021, and are included in general and administrative expenses in the Consolidated Statements of Operations .

In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”).

ASU 2023-06 will impact various disclosure areas, including the statement of cash flows, accounting changes and error corrections, earnings per share, debt, equity, derivatives and transfers of financial assets.

The amendments in this ASU 2023-06 will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC, and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027.

Early adoption is prohibited.

We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 requires disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”) included within segment operating profit or loss.

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

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.

We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 requires disclosure of specific categories and disaggregation of information in the rate reconciliation table.

The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit and income tax expense or benefit from continuing operations.

The requirements of this ASU 2023-09 are effective for the Company for fiscal years beginning after December 15, 2024.

Early adoption is permitted, and the amendments should be applied on a prospective basis.

Retrospective application is permitted.

We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements (“ASU 2024-02”).

ASU 2024-02 contains amendments to the Codification that remove references to various FASB Concepts Statements.

The requirements of this ASU 2024-02 are effective for the Company for fiscal years beginning after December 15, 2024 and can be applied on a prospective or retrospective basis.

This standard is not expected to have a significant impact on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

ASU 2024-03 requires disclosure in the notes to the financial statements of specified information about certain costs and expenses.

The requirements of ASU 2024-03 are effective for the Company for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted and should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all period periods presented in the financial statements.

We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

EARNINGS PER SHARE

13 unchanged sentences

Convertible Notes - effect of dilution***

27,862 23,797 25,224

Weighted Shares Outstanding - Diluted 84,448 80,865 82,400

4 unchanged sentences

Total 782 6,397 1,975

* The year ended September 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 consolidated statement of operations.

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

Only the first quarter of 2024 interest expense is included for the year ended September 30, 2024.

The year ended September 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 our 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.

*** See Note 9:

Debt for conversion price and initial conversion rate of the 2024 Convertible Notes, 2025 Convertible Notes and 2029 Convertible Notes.

The 2024 Convertible Notes are considered anti-dilutive in the sequencing calculation for the fiscal year ended September 30, 2023.

**** 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 we were required to combination settle the 2024 Convertible Notes effective January 1, 2024, only weighted average shares of 883,283 were included until settlement on July 1, 2024.

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

The 2024 Convertible Notes were considered anti-dilutive in the sequencing calculation for the fiscal year ended September 30, 2023.

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

**** Includes antidilutive share-based awards and 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.

STRATEGIC INVESTMENTS

Cash Converters International Limited

The following table presents the Company’s ownership in Cash Converters International Limited (“Cash Converters”) for the periods presented:

Date of purchase Purchase amount

(in thousands)

Shares purchased Shares owned Ownership percentage

October 1, 2021 $ 2,500 13,000,000 236,702,991 37.7 %

March 10, 2022 $ 1,000 5,500,000 242,239,157 38.6 %

April 5, 2022 $ 2,500 13,000,000 255,239,157 40.7 %

September 15, 2022 $ 900 5,700,000 260,939,157 41.6 %

November 2, 2022 $ 2,100 13,000,000 273,939,157 43.7 %

In October 2021, April 2022, November 2022 and April 2023, we received cash dividends of $ 1.7 million, $ 1.7 million, $ 1.8 million and $ 1.8 million, respectively, from Cash Converters.

As of September 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.

The following tables present summary financial information for Cash Converters’s most recently reported results as applicable after translation to U.S.

We acquired our original investment 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 $ 3.5 million , $ 3.6 million and $ 3.4 million during th e years ended September 30, 2024 , 2023 and 2022 , respectively.

In October 2024, we received a cash dividend of $ 1.8 million from Cash Converters.

The following tables present summary financial information for Cash Converters’ most recently reported results as applicable after translation to U.S.

(in thousands) 2024 2023

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Gross profit $ 152,879 $ 125,709 $ 116,106

Net (loss) profit $ ( 65,351 ) $ 8,099 $ 12,081

Our equity in Cash Converters’s net loss was $ 28.5 million in fiscal 2023.

This includes $ 32.4 million of our share of their non-cash goodwill impairment charge.

Our equity in Cash Converters’s net income was $ 2.9 million and $ 4.3 million in fiscal 2022 and 2021, respectively.

Cash Converters’s accumulated undistributed after-tax loss included in our consolidated retained earnings were $ 16.2 million as of September 30, 2023.

Net profit (loss)

$ 11,420 $ ( 65,351 ) $ 8,099

Our equity in Cash Converters’ net income was $ 5.0 million and $ 2.9 million in fiscal 2024 and 2022, respectively.

Our equity in Cash Converters’ net loss was $ 28.5 million in fiscal 2023, which includes $ 32.4 million of our share of their non-cash goodwill impairment charge.

Cash Converters’ accumulated undistributed after-tax loss included in our consolidated retained earnings were $ 14.7 million as of September 30, 2024.

At September 30, 2024, 2023 and 2022, the fair value of our investment in Cash Converters, as estimated by reference to its quoted market price per share, was greater than its carrying value.

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

Founders One, LLC

In October 2021, we invested $ 15.0 million in exchange for a non-redeemable voting participating preferred equity interest in Founders, a newly-formed entity with one other member.

Founders used that $ 15.0 million to acquire an equity interest in SMG.

On December 2, 2022, we contributed an additional $ 15.0 million to Founders associated with our preferred interest, which proceeds were used by Founders to acquire additional common stock in SMG.

In addition, 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.

Founders then loaned that $ 15.0 million to SMG in exchange for a Subordinated Promissory Note.

We have an interest in Founders, a variable interest entity, but because the Company is not the primary beneficiary, we do not consolidate Founders.

In fiscal 2022, we invested $ 15.0 million in exchange for a non-redeemable voting participating preferred equity interest in Founders One, LLC (“Founders”), a then newly-formed entity with one other member.

In fiscal 2023, we contributed an additional $ 15.0 million associated with our preferred interest and loaned Founders $ 15.0 million in exchange for a Demand Promissory Note secured by the common interest held by the other member.

In fiscal 2024, we contributed an additional $ 15.0 million associated with our preferred interest, bringing our total preferred equity investment in Founders to $ 45.0 million.

We have an interest in Founders, a variable interest entity, but because we are not the primary beneficiary, we do not consolidate Founders.

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.

Consequently, our equity investment in Founders is accounted for utilizing the measurement alternative within Accounting Standards Codification (“ASC”) 321, Investments — Equity Securities.

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

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

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

In October 2023, we contributed an additional $ 15.0 million to Founders associated with our preferred interest, for a total equity investment of $ 45.0 million.

Subsequent Events.

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

FAIR VALUE MEASUREMENTS

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Financial assets:

2.89 % promissory note receivable due April 2024

$ 1,251 $ 1,251 $ — $ — $ 1,251

Promissory note receivable from Founders $ 15,722 $ 15,722 $ — $ — $ 15,722

Investments in unconsolidated affiliates

13,329 42,496 41,646 — 850

Investments in unconsolidated affiliate 10,987 35,998 35,998 — —

Financial liabilities:

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2029 Convertible Notes 224,256 273,700 — 273,700 —

2029 Convertible Notes 223,284 224,112 — 224,112 —

Carrying Value Estimated Fair Value

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Promissory note receivable due April 2024 $ 1,251 $ 1,251 $ — $ — $ 1,251

$ 1,215 $ 1,215 $ — $ — $ 1,215

Promissory note receivable from Founders 16,500 16,500 — — 16,500

Investments in unconsolidated affiliate 10,987 35,998 35,998 — —

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2025 Convertible Notes 102,563 96,137 — 96,137 —

2029 Convertible Notes 223,284 224,112 — 224,112 —

Based primarily on the short-term nature of cash and cash equivalents, pawn loans, pawn service charges receivable and other liabilities, we estimate that their carrying value approximates fair value.

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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 fiscal 2023, 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 September 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 September 30, 2024.

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

The inputs used to generate the fair value of the investment in Cash Converters were considered Level 1 inputs.

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As the quoted price inputs are highly variable from day to day, the fair value estimates disclosed above could significantly increase or decrease.

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 fiscal 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.

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.

All principal and accrued interest is due and payable in April 2024.

Based primarily on the short-term nature of the note, we estimate that its carrying value approximates fair value as of September 30, 2023.

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 September 30, 2023, the interest rate on the note was 12.00 % 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 September 30, 2023.

In October 2023, the interest rate on the demand promissory note from Founders was increased to 15.00 % per annum.

See “Note 16:

Subsequent Events.”

The Company remeasures its acquisition-related contingent obligation associated with the acquisition of Bajio at the end of each reporting period.

This remeasurement resulted in a $ 5.1 million reduction of the obligation with an offset recorded to “Other” as an operating item in our consolidated statements of operations during year ended September 30, 2023.

There is no remaining obligation in our Consolidated Balance Sheet as of September 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.

All principal and accrued interest on the promissory note was received in April 2024.

See “Note 10:

Leases” for discussion on the non-recurring fair value adjustment related to our corporate office lease during fiscal year 2023.

Leases” for discussion on the non-recurring fair value adjustment related to our corporate office lease during fiscal 2023.

PROPERTY AND EQUIPMENT

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Software 34,886 ( 34,522 ) 364 33,952 ( 33,785 ) 167

Construction in progress — — — 751 — 751

$ 280,714 $ ( 214,741 ) $ 65,973 $ 345,461 $ ( 277,365 ) $ 68,096

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As a result of our assessment, no goodwill impairment charge was recorded during the fiscal year ended September 30, 2024.

There was no impairment charge during the fiscal year ended September 30, 2022.

There was no impairment charge recorded during the fiscal years ended September 30, 2023 and 2022.

Accumulated goodwill impairment losses of $ 41.3 million were recorded prior to 2022 associated with the U.S.

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Balances as of September 30, 2022 $ 245,503 $ 41,325 $ 286,828

Acquisitions 1,032 — 1,032

Measurement period adjustments — ( 678 ) ( 678 )

Acquisitions (a)

10,439 — 10,439

Effect of foreign currency translation changes — 5,105 5,105

Balances as of September 30, 2023 $ 255,942 $ 46,430 $ 302,372

Acquisitions 10,439 — 10,439

Acquisitions (a)

8,486 — 8,486

Effect of foreign currency translation changes — ( 4,380 ) ( 4,380 )

Balances as of September 30, 2024 $ 264,428 $ 42,050 $ 306,478

During the first quarter of fiscal 2023, we acquired nine pawn stores located in Houston, Texas and one luxury pawn store in Las Vegas, Nevada for total cash consideration of $ 13.0 million , inclusive of all ancillary arrangements, of which $ 9.5 million was recorded as goodwill.

During the fourth quarter of fiscal 2023, we acquired one pawn store located in Nashville, Tennessee and one store in San Antonio, Texas for total cash consideration of $ 1.9 million, inclusive of all ancillary arrangements, of which $ 0.9 million was recorded as goodwill.

Th ese acquisitions expand our position in these strategic markets, a nd the luxury pawn transaction expands our offerings by providing a dedicated and targeted focus on higher-end products.

These acquisitions were immaterial, individually and in the aggregate, and we have therefore omitted or aggregated certain disclosures.

(a) Amount represents goodwill recognized in connection with acquisitions within the U.S.

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

As of September 30, 2024, we assessed qualitative and quantitative factors and determined that it was not more-likely-than-not that the fair values of our indefinite-lived intangible assets were less than their carrying values.

Based on our assessment as of September 30, 2023, no impairment charges were recorded related to intangible assets or long-lived asset groups.

The following table presents the balance of each major class of intangible assets:

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As of September 30, 2024, our estimate of future amortization expense for definite-lived intangible assets is as follows (in thousands):

2025 $ 10,674

Thereafter 14

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Schedule of Contractual Maturities

(in thousands) 2029 Convertible Notes 2025 Convertible Notes 2024 Convertible Notes Total

$ — $ — $ 34,389 $ 34,389

(in thousands) 2029 Convertible Notes 2025 Convertible Notes Total

$ — $ 103,373 $ 103,373

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Amortization of deferred financing costs 509 559 797

Amortization of debt discount — — 6,919

Gain on extinguishment — ( 5,389 ) —

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Amortization of deferred financing costs 124 260 635

Amortization of debt discount — — 5,903

Loss on extinguishment — 8,935 —

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On or after June 15, 2029 until the close of business on the business day immediately preceding the 2029 Maturity Date, holders of 2029 Convertible Notes may, at their option, convert their 2029 Convertible Notes at any time, regardless of the foregoing circumstances.

We may not redeem the Notes prior to December 21, 2026.

We may not redeem the 2029 Convertible Notes prior to December 21, 2026.

At our option, we may redeem for cash all or any portion of the 2029 Convertible Notes on or after December 21, 2026, 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.

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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.

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.

As of September 30, 2023, the 2025 Convertible Notes were not convertible as no conditions of conversion had been met.

Accordingly, the net balance of the 2025 Convertible Notes was classified as a non-current liability in our Consolidated Balance Sheets as of September 30, 2023.

The classification of the 2025 Convertible Notes as current or non-current in the Consolidated Balance Sheets is evaluated at each balance sheet date and may change from time to time depending on whether any of the conversion conditions has been met.

If one of the conversion conditions is met in any future fiscal quarter, we will classify our net liability under the 2025 Convertible Notes as a current liability in the Consolidated Balance Sheets as of the end of that fiscal quarter.

If none of the conversion conditions have been met in a future fiscal quarter prior to the one-year period immediately preceding the 2025 Maturity Date, we will classify our net liability under the 2025 Convertible Notes as a non-current liability in the Consolidated Balance Sheets as of the end of that fiscal quarter.

Upon conversion prior to November 1, 2024, we could 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 were convertible at the option of the holders only upon certain conditions, none of which were met.

Conversions occurring on or after November 1, 2024, are settled in a combination of cash and shares of Class A Common Stock, unless, by November 1, 2024, we elect another settlement method.

Pursuant to the terms of the 2018 Indenture, we have elected to settle any conversions of the 2025 Convertible Notes using shares of Class A Common Stock (physical settlement).

On October 28, 2024, we provided notice of that election to the trustee.

Given the 2025 Maturity Date of May 1, 2025, the net balance of the 2025 Convertible Notes was classified as a current liability in our Consolidated Balance Sheets as of September 30, 2024.

If the note holders elect to convert their 2025 Convertible Notes prior to maturity, any unamortized debt issuance costs will be recognized as expense at the time of conversion.

If the entire outstanding principal amount had been converted on September 30, 2024, we would have recorded an expense associated with the conversion, comprised of $ 0.3 million of unamortized debt issuance costs.

As of September 30, 2023, none of the note holders had elected to convert their 2025 Convertible Notes.

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

As of September 30, 2023, the if-converted value of the 2025 Convertible Notes did not exceed the principal amount.

As of September 30, 2024, the if-converted value of the 2025 Convertible Notes did not exceed the principal amount and none of the note holders had elected to convert their 2025 Convertible Notes.

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”), for which $ 34.4 million remains outstanding as of September 30, 2023.

In July 2017, we issued $ 143.75 million aggregate principal amount of 2.875 % Convertible Senior Notes Due 2024 (the “2024 Convertible Notes”), none of which remain outstanding as of September 30, 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.

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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 fiscal 2023 was approximately 3.35 %.

As of September 30, 2023, 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.

As of September 30, 2023, the 2024 Convertible Notes were not convertible as no conditions of conversion had been met.

The 2024 Convertible Notes mature on July 1, 2024, accordingly, the balance was classified as a current liability in our Consolidated Balance Sheets as of September 30, 2023.

If the note holders elect to convert their 2024 Convertible Notes prior to maturity, any unamortized debt issuance costs will be recognized as expense at the time of conversion.

If the entire outstanding principal amount had been converted on September 30, 2023, we would have recorded an expense associated with the conversion, comprised of $ 0.1 million of unamortized debt issuance costs.

As of September 30, 2023, none of the note holders had elected to convert their 2024 Convertible Notes.

The stock trading price condition and other triggers are measured on a quarter-by-quarter basis and were not met as of September 30, 2023.

As of September 30, 2023, the if-converted value of the 2024 Convertible Notes did not exceed the principal amount.

The 2024 Convertible Notes paid 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 matured on July 1, 2024 (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

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

As of September 30, 2023, we had repurchased and retired 1,627,045 shares of our Class A Common Stock for $ 14.0 million under the Common Stock Repurchase Program, of which 1,389,102 shares were repurchased and retired for $ 12.0 million during fiscal year ended September 30, 2023.

As of September 30, 2024, we had repurchased and retired 2,845,548 shares of our Class A Common Stock for $ 26.0 million under the Common Stock Repurchase Program, of which 1,218,503 and 1,389,102 shares were repurchased and retired for $ 12.0 million during the fiscal years ended September 30, 2024 and 2023, respectively.

The repurchase amount is allocated between “Additional paid-in capital” and “Retained earnings” in our Consolidated Balance Sheets.

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2022 LTI Plan

On March 1, 2022, we adopted the 2022 Long-Term Incentive Plan (the “2022 LTI Plan”), which gives us the ability to grant equity-based incentive compensation awards, in the form of restricted stock or restricted stock units, to its employees, members of the Board of Directors and consultants, independent contractors or advisors who are determined to have a direct and significant effect on the Company’s performance.

On March 1, 2022, we adopted the 2022 Long-Term Incentive Plan (the “2022 LTI Plan”), which gives us the ability to grant equity-based incentive compensation awards, in the form of restricted stock or restricted stock units, to our employees, members of the Board of Directors and consultants, independent contractors or advisors who are determined to have a direct and significant effect on the Company’s performance.

The total number of shares of Class A Common Stock that may be issued pursuant to awards under the 2022 LTI Plan (“Authorized Shares”) is such number that is from time to time approved by the holder of the Company’s Class B Voting Common Stock (the “Voting Stockholder”).

At the time the 2022 LTI Plan was adopted, 400,000 shares of our Class A Common Stock were added as Authorized Shares.

That number was increased to 1,900,000 in October 2022 and to 3,300,000 in November 2023.

That number was increased to 1,900,000 in October 2022, to 3,300,000 in November 2023 and to 4,150,000 in October 2024.

At any time, the number of shares that are available for issuance under future awards (“Available Shares”) is equal to the number of Authorized Shares reduced by the number of shares previously issued and the number of shares that may be issued under outstanding awards.

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Board of Director Awards

Immediately after our 2023 Annual Meeting of Stockholders in March 2023, we granted each of the five non-employee directors a restricted stock award covering 18,038 shares ( 90,190 shares in total).

Immediately after our 2024 Annual Meeting of Stockholders in March 2024, we granted each of the five non-employee directors a restricted stock award of 15,037 shares ( 75,185 shares in total).

Those shares are scheduled to vest on the day immediately preceding the 2025 Annual Meeting of Stockholders (but in no event later than March 31, 2025), subject only to service conditions.

In March 2022, we granted each of the five non-employee directors a restricted stock award covering 26,490 shares ( 132,450 shares in total).

In March 2023, we granted each of the five non-employee directors a restricted stock award of 18,038 shares ( 90,190 shares in total).

Those shares vested on the day immediately preceding the 2024 Annual Meeting of Stockholders in March 2024.

In February 2021, we granted each of the four non-employee directors serving at that time a restricted stock award covering 31,936 shares ( 127,744 shares in total).

In March 2022, we granted each of the five non-employee directors a restricted stock award of 26,490 shares ( 132,450 shares in total).

Those shares vested on the day immediately preceding the 2023 Annual Meeting of Stockholders in March 2023.

In February 2021, we granted each of the four non-employee directors serving at that time a restricted stock award of 31,936 shares ( 127,744 shares in total).

Those shares vested on the day immediately preceding our 2022 Annual Meeting of Stockholders in March 2022.

In December 2020, we granted each of the nine non-employee directors serving at that time a restricted stock award covering 15,905 shares ( 143,145 shares in total).

Those shares were scheduled to vest on March 31, 2021, subject only to service conditions.

The vesting of 79,525 of such shares was accelerated to February 18, 2021 (the date of the 2021 Annual Meeting of Stockholders) when the term of service for five of the non-employee directors ended.

The remaining 63,620 shares vested on March 31, 2021.

Employee Awards

FY23 Awards — In October 2022, we granted restricted stock unit awards covering a total of 912,524 shares to our executive officers and other key employees.

FY24 Awards — In November 2023, we granted restricted stock unit awards of a total of 995,759 shares to our executive officers and other key employees.

These awards were issued as part of our annual LTI program for fiscal 2024.

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The number of shares available to vest from each performance-based tranche can range from 0 to 150 % and is dependent on the achievement of the performance conditions for that tranche.

All of the performance-based shares that become available to vest based on the achievement of the performance conditions, along with the time-based tranche, will vest on September 30, 2025, so long as the recipient continues active employment with the Company through that date.

All of the performance-based shares that become available to vest based on the achievement of the performance conditions, along with the time-based tranche, will vest on September 30, 2026, so long as the participant continues active employment with the Company through that date.

Performance targets for the fiscal 2024 tranche and the three-year cumulative tranche were determined and communicated at the time of grant.

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As of September 30, 2024, we considered the performance targets for the fiscal 2024 tranche to be probable of achievement at the 133 % level and the cumulative performance target for the three-year cumulative tranche to be probable of achievement at the 100 % level.

During fiscal 2023, we granted restricted stock unit awards covering an additional 8,036 shares to key employees in connection with promotions or new hires.

During fiscal 2024, we granted restricted stock unit awards of an additional 17,524 shares to key employees in connection with promotions or new hires.

These additional awards carry the same terms as those granted in November 2023.

FY23 Awards — In October 2022, we granted restricted stock unit awards of a total of 912,524 shares to our executive officers and other key employees.

These awards were issued as part of our annual LTI program for fiscal 2023.

The awards have a three-year performance period consisting of fiscal 2023, fiscal 2024 and fiscal 2025.

For each award, 60 % of the total number of shares was allocated equally among the three fiscal years in the performance period ( 20 % each), with each tranche having separate performance conditions.

In addition, 20 % of the total number of shares was allocated to a three-year cumulative performance condition applicable to the entire three-year performance period, and 20 % was subject only to continued service.

The number of shares available to vest from each performance-based tranche can range from 0 to 150 % and is dependent on the achievement of the performance conditions for that tranche.

All of the performance-based shares that become available to vest based on the achievement of the performance conditions, along with the time-based tranche, will vest on September 30, 2025, so long as the participant continues active employment with the Company through that date.

Performance targets for the fiscal 2023 tranche and the three-year cumulative tranche were determined and communicated at the time of grant.

Grant dates for the fiscal 2024 and fiscal 2025 tranches correspond to the establishment and communication of the applicable performance targets for those tranches.

As of September 30, 2023, we considered the performance targets for the fiscal 2023 tranche to be probable of achievement at the 147 % level, and as of September 30, 2024, we considered the performance targets for the fiscal 2024 tranche to be probable of achievement at the 133 % level, and the cumulative performance target for the three-year cumulative tranche to be probable of achievement at the 150 % level.

During fiscal 2023, we granted restricted stock unit awards of an additional 8,036 shares to key employees in connection with promotions or new hires.

These additional awards carry the same terms as those granted in October 2022.

FY22 Awards — In October and November 2021, we granted restricted stock unit awards covering a total of 981,327 shares to our executive officers and other key employees.

FY22 Awards — In October and November 2021, we granted restricted stock unit awards of a total of 981,327 shares to our executive officers and other key employees.

These awards were issued as part of our annual LTI program for fiscal 2022.

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The number of shares available to vest from each tranche can range from 0 to 150 % and is dependent on the achievement of the performance condition for that tranche.

All of the shares that become available to vest based on the achievement of the performance conditions will vest on September 30, 2024, so long as the recipient continues active employment with the Company through that date.

All of the shares that become available to vest based on the achievement of the performance conditions will vest on September 30, 2024, so long as the participant continues active employment with the Company through that date.

Performance targets for the fiscal 2022 tranche were determined and communicated at the time of grant.

Grant dates for the other two tranches will be determined when the applicable performance targets are established for these tranches.

As of September 30, 2022, we considered the performance targets for the fiscal 2022 tranche to be probable of achievement at the 150 % level, and as of September 30, 2023, we considered the performance targets for the fiscal 2023 tranche to be probable of achievement at the 147.3 % level.

During fiscal 2022, we granted restricted stock unit awards covering an additional 161,265 shares to executive officers and other key employees in connection with promotions or new hires.

Grant dates for the other two tranches correspond to the establishment and communication of the applicable performance targets for these tranches.

As of September 30, 2022, we considered the performance targets for the fiscal 2022 tranche to be probable of achievement at the 150 % level, as of September 30, 2023, we considered the performance targets for the fiscal 2023 tranche to be probable of achievement at the 147 % level, and as of September 30, 2024, we considered the performance targets for the fiscal 2024 tranche to be probable of achievement at the 133 % level.

During fiscal 2022, we granted restricted stock unit awards of an additional 161,265 shares to executive officers and other key employees in connection with promotions or new hires.

These additional awards carry the same terms as those granted in October and November 2021.

In October 2021, we granted a restricted stock award covering 29,722 to an executive officer as a special performance and retention award.

This awards vests ratably over three years (fiscal 2022, fiscal 2023 and fiscal 2024), subject only to continued service.

FY21 Awards — In February 2021, we granted restricted stock units covering a total of 1,177,214 shares to our executive officers and other key employees.

In October 2021, we granted a restricted stock award of 29,722 shares to an executive officer as a special performance and retention award.

This awards vested ratably over three years (fiscal 2022, fiscal 2023 and fiscal 2024).

FY21 Awards — In February 2021, we granted restricted stock units of a total of 1,177,214 shares to our executive officers and other key employees.

The awards have a three-year performance period consisting of fiscal 2021, fiscal 2022 and fiscal 2023.

1 unchanged sentence

The number of shares available to vest from each tranche can range from 0 to 150 % and is dependent on the achievement of the performance condition for that tranche.

All of the shares that become available to vest based on the achievement of the performance conditions will vest on September 30, 2023, so long as the recipient continues active employment with the Company through that date.

The grant date for the fiscal 2023 tranche will be determined when the applicable performance targets are established for that tranche.

All of the shares that became available to vest based on the achievement of the performance conditions vested on September 30, 2023, for participants whose active employment with the Company continued through that date.

Performance targets for the fiscal 2021 tranche were determined and communicated in February 2021, and performance targets for the fiscal 2022 tranche were determined and communicated in October 2021, and performance targets for the fiscal 2023 tranche were determined and communicated in October 2022.

As of September 30, 2021, we considered the performance targets for the fiscal 2021 tranche to be probable of achievement at the 150 % level, as of September 30, 2022, we considered the performance targets for the fiscal 2022 tranche to be probable of achievement at the 150 % level, and as of September 30, 2023, we considered the performance targets for the fiscal 2023 tranche to be probable of achievement at the 135 % level.

During fiscal 2021, we granted restricted stock unit awards covering an additional 4,722 shares of restricted stock to employees in connection with promotions or new hires.

During fiscal 2021, we granted restricted stock unit awards of an additional 4,722 shares of restricted stock to employees in connection with promotions or new hires.

These additional awards carry the same terms as those granted in February 2021.

All of these awards vested in November 2023, after the Committee determined that the performance conditions had been met.

FY20 Awards — In January 2020, the Committee approved restricted stock unit awards for executive officers and key employees, but did not finalize the performance targets at that time.

In January 2021, the Committee approved the applicable performance targets and we granted restricted stock unit awards covering a total of 550,224 shares of restricted stock to employees.

In January 2021, the Committee approved the applicable performance targets and we granted restricted stock unit awards of a total of 550,224 shares of restricted stock to employees.

We consider the awards to have a three-year performance period consisting of fiscal 2020, fiscal 2021 and fiscal 2022, with a service condition applicable to fiscal 2020 and then separate performance conditions applicable to fiscal 2021 and 2022.

For each award, the total number of shares was allocated equally among fiscal 2021 and fiscal 2022, with each tranche having separate performance conditions.

The number of shares available to vest from each tranche is dependent on the achievement of the performance condition for that tranche and can range from 0 to 100 %.

All of the shares that become available to vest based on the achievement of the performance conditions will vest on September 30, 2022, so long as the recipient continues active employment with the Company through that date.

The number of shares available to vest from each tranche was dependent on the achievement of the performance condition for that tranche and could range from 0 to 100 %.

All of the shares that became available to vest based on the achievement of the performance conditions vested on September 30, 2022, for participants whose active employment with the Company continued through that date.

Performance targets for the fiscal 2021 tranche were communicated in January 2021, and performance targets for the fiscal 2022 tranche were determined and communicated in October 2021.

As of September 30, 2021, we considered the performance targets for the fiscal 2021 tranche to be probable of achievement at the 100 % level, and as of September 30, 2022, we considered the performance targets for the fiscal 2022 tranche to be probably of achievement at the 100 % level.

All of these awards vested in November 2022, after the Committee determined that the performance condition had been met.

FY19 Awards — In December 2018, we granted restricted stock unit awards covering a total of 971,615 shares to executive officers and other key employees.

The awards had a three-year performance period consisting of fiscal 2019, fiscal 2020 and fiscal 2021, and were subject to a single three-year performance condition as well as a service condition through the end of the performance period.

In November 2020, the Committee determined that the stated performance target for such awards was not probable of achievement and approved a modification of such awards that reduced the number of shares available for vesting and established a new one-year performance condition (in addition to the continuing service condition) applicable to the vesting of the remaining shares.

We treated this modification as a cancellation of the existing awards and the grant of new awards subject to a new performance condition, which resulted in (1) the cancellation of awards covering 458,960 shares and the reversal of $ 2.9 million of previously recognized stock compensation expense and (2) the grant of 358,883 shares of restricted stock.

During fiscal 2021, we granted restricted stock unit awards covering an additional 61,138 shares of restricted stock to employees in connection with promotions or new hires.

These additional awards carried the same terms as those granted in December 2018.

All of these awards vested in November 2021, after the Committee determined that the performance condition had been met.

All of these awards vested in November 2022, after the Committee determined that the performance conditions had been met.

As of September 30, 2024, the unamortized fair value of share awards to be amortized over their remaining vesting periods was approximately $ 11.6 million.

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Share-based compensation costs $ 10,406 $ 9,539 $ 5,053

Income tax (benefit) expense on share-based compensation ( 1,125 ) ( 557 ) 561

Income tax benefit on share-based compensation

( 1,071 ) ( 1,125 ) ( 557 )

The following table presents a summary of stock compensation activity:

1 unchanged sentence

Outstanding as of September 30, 2023 2,555,899 $ 6.80

Granted 1,010,750 7.82

1,442,461 7.59

( 1,235,235 ) 5.28

Cancelled ( 63,211 ) 7.32

Outstanding as of September 30, 2024 2,699,914 $ 7.91

(a) 118,011 shares were withheld to satisfy related income tax withholding.

(a) Includes performance adjustment of 353,993 shares awarded above their target grants resulting from the achievement of performance targets established at the grant date.

(b) 380,931 shares were withheld to satisfy related income tax withholding.

The following table presents a summary of the fair value of shares granted:

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Uncertain tax positions ( 198 ) ( 174 ) ( 2,025 )

Foreign withholding tax

Deferred tax true-up 587 ( 165 ) 3,811

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Book over tax depreciation 7,052 7,298

Operating lease liabilities

52,444 56,720

Other 6,510 7,612

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Tax over book amortization 31,436 30,906

Right-of-use assets, net

49,747 53,366

Prepaid expenses 2,086 2,097

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The Company has elected to account for the tax on GILTI as a period cost and therefore has not recorded deferred taxes related to GILTI on its foreign subsidiaries.

As of September 30, 2024, tax in amount of $ 0.7 million has been accrued for estimated tax on GILTI that will be due.

A valuation allowance is established against a deferred tax asset when it is more likely than not that the deferred tax asset will not be realized.

Our valuation allowance has been established to offset certain state and foreign net operating loss carryforwards and foreign tax credit carryforwards that are not more likely than not to be utilized prior to expiration.

The valuation allowance decreased by $ 1.1 million in fiscal 2023, primarily due to the expiration of the statute of limitations on certain state NOL’s for which a valuation allowance had been recorded as well as a reduction of fully reserved net operating loss carryforward and other deferred tax assets in Canada.

The valuation allowance decreased by $ 1.2 million in fiscal 2024, primarily due to the release of valuation allowance associated with net operating losses no longer available for use.

We believe our results from future operations will generate sufficient taxable income in the appropriate jurisdictions such that it is more likely than not that the remaining deferred tax assets will be realized.

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We provided deferred income taxes on all undistributed earnings from Cash Converters.

After extensive search for multi-store acquisitions in Guatemala, in the fourth quarter of fiscal 2024, we altered our Guatemala growth strategy to a focus on organic growth of existing stores, denovos and potentially small acquisitions.

As a result, we provided for applicable foreign withholding taxes on $ 20 million of undistributed foreign earnings and recorded a liability of $ 1.0 million.

The following table presents a roll-forward of unrecognized tax benefits:

3 unchanged sentences

Increase for tax positions taken during a prior period 223 396 547

Decrease for settlement for tax positions taken during a prior period ( 259 ) — —

Decrease for tax positions taken during a prior period ( 337 ) ( 259 ) —

Decrease for tax positions as a result of the lapse of the statute of limitations ( 378 ) ( 412 ) ( 1,742 )

2 unchanged sentences

The statute of limitations will expire within the next twelve months with respect to approximately $ 0.7 million of foreign uncertain tax positions.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense.

During 2023, the Company recognized income tax expense of $ 0.2 million offset by the reversal of previously accrued interest and penalties of $ 0.4 million due to the lapse of the statute of limitations on the associated tax position and an income tax benefit of $ 0.8 million during 2022 and an income tax expense of $ 0.3 million during 2021, related to interest and penalties.

We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense.

During 2024, we recognized income tax expense of $ 0.5 million offset by the reversal of previously accrued interest and penalties of $ 0.4 million due to the lapse of the statute of limitations on the associated tax position and income tax expense of $ 0.2 million during 2023 and an income tax benefit of $ 0.8 million during 2022, related to interest and penalties.

The total amount of accrued interest and penalties was $ 0.8 million, $ 0.7 million and $ 1.0 million in 2024, 2023 and 2022, respectively.

We are subject to U.S., Mexico, Canada, Guatemala, Honduras, El Salvador, Peru and the Netherlands income taxes as well as income taxes levied by various state and local jurisdictions.

We are subject to U.S., Mexico, Canada, Guatemala, Honduras, El Salvador, Peru, United Kingdom, and the Netherlands income taxes as well as income taxes levied by various state and local jurisdictions.

With few exceptions, we are no longer subject to examinations by tax authorities for years before the tax year ended September 30, 2018.

1 unchanged sentence

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

(in thousands) September 30, 2023 September 30, 2022

(in thousands) Balance Sheet Location

September 30, 2024 September 30, 2023

Lease assets:

25 unchanged sentences

The components of lease expense are included in “Store expenses” and “General and administrative” expense, based on the underlying lease use.

Cash paid for operating leases was $ 76.7 million and $ 72.3 million for the fiscal years ended September 30, 2023 and 2022, respectively.

Cash paid for principal and interest on finance leases was $ 0.3 million and $ 0.1 million, respectively, for the fiscal year ended September 30, 2023.

There was no cash paid for finance leases for the fiscal years ended September 30, 2022 and 2021.

Cash paid for operating leases was $ 79.7 million, $ 76.7 million and $ 72.3 million for the fiscal years ended September 30, 2024, 2023 and 2022, respectively.

Cash paid for principal and interest on finance leases was $ 0.5 million and $ 0.2 million respectively, for the fiscal year ended September 30, 2024, and $ 0.3 million and $ 0.1 million, respectively, for the fiscal year ended September 30, 2023.

There was no cash paid for finance leases for the fiscal year ended September 30, 2022 .

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

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As of September 30, 2024, we have subleases in place for a portion of our corporate operating office lease for estimated minimum future sublease payments of approximately $ 5.1 million.

We assessed the recoverability of the right-of-use asset for our corporate office, primarily due to the termination of a significant sublease.

In fiscal 2023, we assessed the recoverability of the right-of-use asset for our corporate office, primarily due to the termination of a significant sublease.

We determined the undiscounted cash flows of the relative corporate lease and sublease did not exceed the net book value of the right-of-use asset.

We then determined the fair value of the corporate lease and sublease did not exceed the book value of the right-of-use asset, and an impairment charge of $ 4.3 million was recorded in fiscal year 2023 to “Impairment of other assets” in the Consolidated Statements of Operations.

We then determined the fair value of the corporate lease and sublease did not exceed the book value of the right-of-use asset, and an impairment charge of $ 4.3 million was recorded in fiscal 2023 to “Impairment of other assets” in the Consolidated Statements of Operations.

The following table presents our corporate office lease measured at fair value as a result of the aforementioned impairment charges aggregated by the level in the fair value hierarchy within which measurements fall on a non-recurring basis at September 30, 2023, and the related impairment charge recorded (in thousands):

Fair Value as of September 30, 2023 Fiscal Year Ended 2023

Fair Value as of September 30, 2023

Fiscal Year Ended 2023

Level 1 Level 2 Level 3 Total Impairment Charges

Corporate office $ — $ — $ 6,233 $ 6,233 $ 4,343

During the second quarter of fiscal 2015, we entered into cancellable subleases for our Miami office for an estimated minimum future sublease payment of approximately $ 2.9 million.

During the fourth quarter of fiscal 2022, the Miami office lease and sublease were terminated with no fees, and the deposit to the subtenant was returned.

We recorded $ 66.5 million and $ 69.4 million in non-cash additions to our operating right-of-use assets and lease liabilities for the fiscal year ended September 30, 2023 and 2022, respectively.

We recorded $ 2.5 million in non-cash additions to our finance right-of-use assets and lease liabilities for the year ended September 30, 2023.

We recorded $ 55.3 million, $ 66.5 million and 69.4 million in non-cash additions to our operating right-of-use assets and lease liabilities for the fiscal year ended September 30, 2024, 2023 and 2022, respectively.

We recorded $ 0.2 million and $ 2.5 million in non-cash additions to our finance right-of-use assets and lease liabilities for the year ended September 30, 2024 and 2023, respectively.

CONTINGENCIES

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SEGMENT INFORMATION

Our operations are primarily managed on a geographical basis and consist of four reportable segments.

Our operations are primarily managed on a geographical basis and consist 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.

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• Latin America Pawn — All pawn activities in Mexico and other parts of Latin America.

• Cash Converters — Represents our equity interest in the net loss (income) of Cash Converters.

Our equity in Cash Converters’s net loss was $ 28.5 million in fiscal 2023, which includes $ 32.4 million of our share of their non-cash goodwill impairment charge.

As a result of this one-time impairment charge, our share of the absolute value of Cash Converters’s reported loss meets the 10 percent threshold to be considered its own reporting segment.

Our equity in their net income was $ 2.9 million and $ 4.3 million for fiscal 2022 and 2021, respectively.

Refer to Note 5:

Strategic Investments and Note 6:

Fair Value Measurements for additional details on our investment in Cash Converters.

• Other Investments — Represents our investment in RDC and our investment in and notes receivable from Founders.

• Other Investments — Primarily our equity interest in Cash Converters and our investment in and notes receivable from 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 consolidated financial statements.

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.

We have continued to include the Cash Converters reporting segment within the “Other Investments” columns below as the investments in RDC and Founders do not have a material impact on our statements of operations due to the investments being accounted for under the measurement alternative within ASC 321.

Fiscal Year Ended September 30, 2024

16 unchanged sentences

Loss (gain) on sale or disposal of assets and other 3 ( 140 ) — ( 137 ) 121 ( 16 )

Other income — ( 5,097 ) — ( 5,097 ) — ( 5,097 )

Other operating income

— — — — ( 765 ) ( 765 )

Interest expense — — — — 13,585 13,585

Interest income — ( 1,612 ) ( 2,422 ) ( 4,034 ) ( 6,541 ) ( 10,575 )

Equity in net loss of unconsolidated affiliates — — 28,459 28,459 — 28,459

Other (income) expense — ( 131 ) 31 ( 100 ) 3,172 3,072

Equity in net (income) loss of unconsolidated affiliates

— — ( 4,993 ) ( 4,993 ) 282 ( 4,711 )

7 ( 218 ) — ( 211 ) ( 1,166 ) ( 1,377 )

Segment contribution $ 165,290 $ 38,841 $ 7,450 $ 211,581

15 unchanged sentences

General and administrative — ( 3 ) — ( 3 ) 67,532 67,529

Impairment of other assets — — — — 4,343 4,343

Depreciation and amortization 10,382 9,191 — 19,573 12,558 32,131

Loss (gain) on sale or disposal of assets 51 ( 37 ) — 14 ( 688 ) ( 674 )

Loss (gain) on sale or disposal of assets and other 115 ( 289 ) — ( 174 ) 382 208

Other operating Income

— ( 5,097 ) — ( 5,097 ) — ( 5,097 )

Interest expense — — — — 16,456 16,456

Interest income ( 2 ) ( 1,139 ) ( 1,500 ) ( 2,641 ) ( 4,829 ) ( 7,470 )

Equity in net income of unconsolidated affiliates — — ( 1,779 ) ( 1,779 ) — ( 1,779 )

Equity in net loss of unconsolidated affiliates

— — 28,459 28,459 — 28,459

Other (income) expense — ( 131 ) 31 ( 100 ) 3,172 3,072

17 unchanged sentences

Depreciation and amortization 10,552 7,913 — 18,465 13,675 32,140

Gain (loss) on sale or disposal of assets 27 ( 6 ) — 21 62 83

Other charges — 229 — 229 — 229

Loss (gain) on sale or disposal of assets 51 ( 37 ) — 14 ( 688 ) ( 674 )

Interest expense — — — — 9,972 9,972

Interest income ( 2 ) ( 815 ) — ( 817 ) — ( 817 )

Equity in net loss of unconsolidated affiliates — — ( 3,803 ) ( 3,803 ) — ( 3,803 )

Equity in net income of unconsolidated affiliates

— — ( 1,779 ) ( 1,779 ) — ( 1,779 )

Other (income) expense — ( 148 ) 52 ( 96 ) ( 71 ) ( 167 )

3 unchanged sentences

(in thousands) U.S.

Pawn Latin America Pawn Cash Converters Other

Investments Corporate Total

Pawn Latin America Pawn Other

Investments (a )

Corporate Total

Assets as of September 30, 2024

8 unchanged sentences

Total assets 984,539 313,164 63,707 106,301 1,467,711

(a) Segment assets as of September 30, 2023 have been recast to conform to current year presentation as CCV no longer meets the 10 percent threshold to be considered its own segment

The following tables provide geographic information:

4 unchanged sentences

Other Latin America 77,871 63,300 54,230

Canada and other 55 111 420

Other Investments

Total revenues $ 1,161,602 $ 1,049,041 $ 886,225

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Prepaid expenses and other $ 3,350 $ 4,106

Accounts receivable, notes receivable and other 30,548 8,435

Accounts receivable and other

16,482 12,797

Notes receivable

16,332 17,751

Income taxes prepaid and receivable 3,007 4,969

41 unchanged sentences

Accrued acquisition consideration 791 1,412 —

SUBSEQUENT EVENTS

In October 2023, we contributed an additional $ 15.0 million to Founders associated with our preferred equity interest, bringing our total equity investment in Founders to $ 45.0 million.

Additionally, the interest rate on our $ 15.0 million demand promissory note from Founders was increased to 15.00 % per annum.

In October 2023, we received a cash dividend of $ 1.7 million from Cash Converters.

Convertible notes share settlement

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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-K

Item 8. Financial Statements and Supplementary Data