Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
EZCORP, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share amounts) June 30,
2025
June 30,
2024
September 30,
2024
Assets:
Current assets:
Cash and cash equivalents $ 472,088 $ 218,038 $ 170,513
Short-term restricted cash 9,609 9,204 9,294
Pawn loans 291,634 261,720 274,084
Pawn service charges receivable, net 45,410 40,638 44,013
Inventory, net 225,489 171,937 191,923
Prepaid expenses and other current assets 43,417 40,391 39,171
Total current assets 1,087,647 741,928 728,998
Investments in unconsolidated affiliates 13,753 12,297 13,329
Other investments 51,903 51,220 51,900
Property and equipment, net 67,439 59,926 65,973
Right-of-use assets, net 236,064 235,030 226,602
Long-term restricted cash 5,380 — —
Goodwill 321,907 308,847 306,478
Intangible assets, net 57,960 60,164 58,451
Deferred tax asset, net 25,841 25,245 25,362
Other assets, net 15,174 15,506 16,144
Total assets $ 1,883,068 $ 1,510,163 $ 1,493,237
Liabilities and equity:
Current liabilities:
Current maturities of long-term debt, net $ — $ 137,326 $ 103,072
Accounts payable, accrued expenses and other current liabilities 78,756 69,742 85,737
Customer layaway deposits 33,336 20,067 21,570
Operating lease liabilities, current 60,183 58,905 58,998
Total current liabilities 172,275 286,040 269,377
Long-term debt, net 517,601 223,998 224,256
Deferred tax liability, net 2,017 416 2,080
Operating lease liabilities 184,295 188,996 180,616
Other long-term liabilities 16,822 9,258 12,337
Total liabilities 893,010 708,708 688,666
Commitments and contingencies (Note 10)
Stockholders’ equity:
Class A Non-voting Common Stock, par value $ 0.01 per share; shares authorized: 100 million; issued and outstanding: 57,992,965 as of June 30, 2025; 51,771,917 as of June 30, 2024; and 51,582,698 as of September 30, 2024
580 518 516
Class B Voting Common Stock, convertible, par value $ 0.01 per share; shares authorized: 3 million; issued and outstanding: 2,970,171
30 30 30
Additional paid-in capital 448,073 347,082 348,366
Retained earnings 586,549 493,830 507,206
Accumulated other comprehensive loss ( 45,174 ) ( 40,005 ) ( 51,547 )
Total equity 990,058 801,455 804,571
Total liabilities and equity $ 1,883,068 $ 1,510,163 $ 1,493,237
See accompanying notes to unaudited condensed consolidated financial statements.
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EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
June 30,
Nine Months Ended
June 30,
(in thousands, except per share amount) 2025 2024 2025 2024
Revenues:
Merchandise sales $ 168,624 $ 158,140 $ 524,434 $ 502,230
Jewelry scrapping sales 26,970 15,395 64,640 43,191
Pawn service charges 115,339 107,830 348,262 321,442
Other revenues 48 56 131 188
Total revenues 310,981 281,421 937,467 867,051
Merchandise cost of goods sold 108,226 101,211 341,605 322,680
Jewelry scrapping cost of goods sold 19,116 13,483 48,367 37,479
Gross profit 183,639 166,727 547,495 506,892
Operating expenses:
Store expenses 119,123 116,335 352,101 341,472
General and administrative 21,780 20,060 60,089 54,869
Depreciation and amortization 8,003 8,158 24,358 24,942
Loss (gain) on sale or disposal of assets and other — 20 25 ( 149 )
Other operating income ( 1,262 ) — ( 1,262 ) ( 765 )
Total operating expenses 147,644 144,573 435,311 420,369
Operating income 35,995 22,154 112,184 86,523
Interest expense 8,458 3,539 14,886 10,381
Interest income ( 5,440 ) ( 2,931 ) ( 9,408 ) ( 8,452 )
Equity in net income of unconsolidated affiliates ( 1,200 ) ( 1,263 ) ( 4,180 ) ( 4,135 )
Other (income) expense ( 536 ) ( 191 ) 377 ( 627 )
Income before income taxes 34,713 23,000 110,509 89,356
Income tax expense 8,210 5,050 27,600 21,457
Net income $ 26,503 $ 17,950 $ 82,909 $ 67,899
Basic earnings per share $ 0.45 $ 0.33 $ 1.47 $ 1.23
Diluted earnings per share $ 0.34 $ 0.25 $ 1.08 $ 0.89
Weighted-average basic shares outstanding 59,134 54,898 56,308 55,022
Weighted-average diluted shares outstanding 82,918 83,008 83,144 84,309
See accompanying notes to unaudited condensed consolidated financial statements.
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EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended
June 30,
Nine Months Ended
June 30,
(in thousands) 2025 2024 2025 2024
Net income $ 26,503 $ 17,950 $ 82,909 $ 67,899
Other comprehensive income:
Foreign currency translation adjustment, net of income tax (benefit) expense for our investment in unconsolidated affiliate of $ 19 and $( 101 ) for the three months ended June 30, 2025, and 2024, respectively and $ 180 and $( 60 ) for the nine months ended June 30, 2025, and 2024, respectively.
12,808 ( 16,993 ) 6,373 ( 7,903 )
Comprehensive income $ 39,311 $ 957 $ 89,282 $ 59,996
See accompanying notes to unaudited condensed consolidated financial statements.
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EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
Common Stock Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive Loss Total Stockholders’ Equity
(in thousands) Shares Par Value
Balances as of September 30, 2024 54,553 $ 546 $ 348,366 $ 507,206 $ ( 51,547 ) $ 804,571
Stock compensation — — 2,597 — — 2,597
Release of restricted stock, net of shares withheld for taxes 718 7 ( 7 ) — — —
Taxes paid related to net share settlement of equity awards — — ( 3,971 ) — — ( 3,971 )
Foreign currency translation loss — — — — ( 7,319 ) ( 7,319 )
Purchase and retirement of treasury stock ( 250 ) ( 3 ) ( 1,202 ) ( 1,795 ) — ( 3,000 )
Net income — — — 31,016 — 31,016
Balances as of December 31, 2024 55,021 $ 550 $ 345,783 $ 536,427 $ ( 58,866 ) $ 823,894
Stock compensation — — 2,404 — — 2,404
Release of restricted stock, net of shares withheld for taxes 76 1 ( 1 ) — — —
Foreign currency translation gain — — — — 884 884
Purchase and retirement of treasury stock ( 83 ) ( 1 ) ( 390 ) ( 606 ) — ( 997 )
Net income — — — 25,390 — 25,390
Balances as of March 31, 2025 55,014 $ 550 $ 347,796 $ 561,211 $ ( 57,982 ) $ 851,575
Stock compensation — — 4,212 — — 4,212
Settlement of convertible notes due 2025 6,098 61 96,902 — — 96,963
Foreign currency translation gain — — — — 12,808 12,808
Purchase and retirement of treasury stock ( 149 ) ( 1 ) ( 837 ) ( 1,165 ) — ( 2,003 )
Net income — — — 26,503 — 26,503
Balances as of June 30, 2025 60,963 $ 610 $ 448,073 $ 586,549 $ ( 45,174 ) $ 990,058
Common Stock Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive Loss Total Stockholders’ Equity
(in thousands) Shares Par Value
Balances as of September 30, 2023 54,840 $ 549 $ 346,181 $ 431,140 $ ( 32,102 ) $ 745,768
Stock compensation — — 2,264 — — 2,264
Release of restricted stock, net of shares withheld for taxes 758 8 — — — 8
Taxes paid related to net share settlement of equity awards — — ( 3,253 ) — — ( 3,253 )
Foreign currency translation gain — — — — 4,633 4,633
Purchase and retirement of treasury stock ( 355 ) ( 4 ) ( 1,322 ) ( 1,681 ) — ( 3,007 )
Net income — — — 28,470 — 28,470
Balances as of December 31, 2023 55,243 $ 553 $ 343,870 $ 457,929 $ ( 27,469 ) $ 774,883
Stock compensation — — 2,580 — — 2,580
Release of restricted stock, net of shares withheld for taxes 89 1 ( 1 ) — — —
Foreign currency translation gain — — — — 4,457 4,457
Purchase and retirement of treasury stock ( 305 ) ( 3 ) ( 1,275 ) ( 1,725 ) — ( 3,003 )
Net income — — — 21,479 — 21,479
Balances as of March 31, 2024 55,027 $ 551 $ 345,174 $ 477,683 $ ( 23,012 ) $ 800,396
Stock compensation — — 3,101 — — 3,101
Foreign currency translation loss — — — — ( 16,993 ) ( 16,993 )
Purchase and retirement of treasury stock ( 285 ) ( 3 ) ( 1,193 ) ( 1,803 ) — ( 2,999 )
Net income — — — 17,950 — 17,950
Balances as of June 30, 2024 54,742 $ 548 $ 347,082 $ 493,830 $ ( 40,005 ) $ 801,455
See accompanying notes to unaudited condensed consolidated financial statements.
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EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
June 30,
(in thousands) 2025 2024
Operating activities:
Net income $ 82,909 $ 67,899
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization 24,358 24,942
Amortization of deferred financing costs 1,238 1,212
Non-cash lease expense 43,889 43,999
Deferred income taxes ( 542 ) 438
Other adjustments ( 1,877 ) 69
Provision for inventory reserve 39 589
Stock compensation expense 9,213 7,945
Equity in net income from investment in unconsolidated affiliates ( 4,180 ) ( 4,135 )
Changes in operating assets and liabilities, net of business acquisitions:
Pawn service charges receivable ( 364 ) ( 1,593 )
Inventory ( 9,205 ) ( 2,775 )
Prepaid expenses, other current assets and other assets ( 74 ) ( 3,625 )
Accounts payable, accrued expenses and other liabilities ( 58,023 ) ( 65,396 )
Customer layaway deposits 11,276 1,055
Income taxes ( 927 ) ( 360 )
Net cash provided by operating activities 97,730 70,264
Investing activities:
Loans made ( 738,670 ) ( 683,121 )
Loans repaid 417,734 391,297
Recovery of pawn loan principal through sale of forfeited collateral 291,903 272,781
Capital expenditures, net ( 23,051 ) ( 16,870 )
Acquisitions, net of cash acquired ( 17,093 ) ( 11,963 )
Proceeds from notes receivable 241 1,100
Investment in unconsolidated affiliate ( 718 ) ( 993 )
Investment in other investments — ( 15,000 )
Dividends from unconsolidated affiliates 3,614 3,535
Net cash used in investing activities ( 66,040 ) ( 59,234 )
Financing activities:
Taxes paid related to net share settlement of equity awards ( 3,971 ) ( 3,253 )
Proceeds from issuance of debt 300,000 —
Debt issuance cost ( 7,563 ) —
Payments on debt ( 6,410 ) —
Purchase and retirement of treasury stock ( 6,000 ) ( 9,009 )
Payments of finance leases ( 450 ) ( 386 )
Net cash provided by (used in) financing activities 275,606 ( 12,648 )
Effect of exchange rate changes on cash and cash equivalents and restricted cash ( 26 ) ( 108 )
Net increase in cash, cash equivalents and restricted cash 307,270 ( 1,726 )
Cash and cash equivalents and restricted cash at beginning of period 179,807 228,968
Cash and cash equivalents and restricted cash at end of period $ 487,077 $ 227,242
See accompanying notes to unaudited condensed consolidated financial statements.
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
EZCORP, Inc. (collectively with its subsidiaries, the “Company,” “we,” “us,” or “our”) is a provider of pawn loans in the United States (“U.S.”) and Latin America. Pawn loans are non-recourse loans collateralized by tangible property. We also sell merchandise, primarily collateral forfeited from pawn lending operations and pre-owned merchandise purchased from customers.
Basis of Presentation
The accompanying interim unaudited condensed consolidated financial statements (“Condensed Consolidated Financial Statements”) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
These Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the year ended September 30, 2024, filed with the Securities and Exchange Commission (“SEC”) on November 13, 2024 (“2024 Annual Report”).
In the opinion of management, the accompanying Condensed Consolidated Financial Statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation. Financial results for the three and nine month periods ended June 30, 2025, are not necessarily indicative of results that may be expected for the fiscal year ending September 30, 2025 or any other period due, in part, to seasonal variations. There have been no changes that have had a material impact in significant accounting policies as described in our 2024 Annual Report .
Principles of Consolidation
The accompanying Condensed Consolidated Financial Statements include the accounts of EZCORP, Inc. and its wholly-owned subsidiaries. We use the equity method of accounting for entities in which we have a 50% or less investment and exercise significant influence. We account for equity investments for which we do not have significant influence and without readily determinable fair values at cost with adjustments for observable changes in price in orderly transactions for identical or similar investments of the same issuer or impairments. All inter-company accounts and transactions have been eliminated in consolidation.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions include the determination of inventory reserves, expected credit losses, useful lives of long-lived and intangible assets, valuation of share-based compensation, valuation of equity investments, valuation of deferred tax assets and liabilities, loss contingencies related to litigation and discount rates used for operating leases. We base our estimates on historical experience, observable trends and various other assumptions we believe are reasonable. Actual results may differ materially from these estimates under different assumptions or conditions.
Merchandise Sales Revenues Recognition
Customer layaway deposits are recorded as liabilities when a customer provides a deposit for merchandise. Upon cancellation, customer layaway deposits are generally refundable, less a cancellation fee, via credit slip. Our customer layaway deposits balance as of June 30, 2025, 2024 and September 30, 2024 was $ 33.3 million, $ 20.1 million and $ 21.6 million, respectively, and are generally recognized as revenues within a one-year period.
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Recently Issued Accounting Pronouncements
In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. The adoption of this ASU is expected to only impact disclosures with respect to the Company’s consolidated financial statements.
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. The adoption of this ASU is expected to only impact disclosures with respect to the Company’s consolidated financial statements.
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”). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of 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 periods presented in the financial statements. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversions and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. The requirements of ASU 2024-04 are effective for the Company for fiscal years beginning after December 15, 2025, and interim periods within those periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06 and can be applied on a prospective or retrospective basis. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”). ASU 2025-03 revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. The requirements of ASU 2025-03 are effective for the Company for fiscal years beginning after December 15, 2026, and interim periods within those periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
In July 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law. This legislation includes changes to the United States federal tax law, which may be subject to further clarification and the issuance of interpretive guidance. We are currently evaluating the impact of the legislation on our consolidated financial statements.
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NOTE 2: ACQUISITIONS
On June 17, 2025, we acquired 40 pawn stores across 13 states in Mexico from Monte Primavera, S.A. de C.V. and Valuer, S.A. de C.V. The stores, operating under the names “Monte Providencia” and “Tu Empeño Efectivo,” offer traditional pawn loans, as well as auto pawn transactions, some of which are in stand-alone auto pawn stores. At closing, the Company also assumed management of 7 additional stores. We now operate a total of 1,336 pawn stores, 791 of which are in Latin America, including 604 in Mexico.
At the time of acquisition, the total consideration was $ 20.3 million in cash, of which $ 6.4 million was held back for standard indemnification purposes and for later acquisition of the 7 managed stores. Approximately $ 5.4 million of the retained payment is expected to be paid over the next five years and is included in long-term restricted cash and the associated consideration payable is included in other long-term liabilities on our condensed consolidated balance sheet as of June 30, 2025. The remaining $ 1.0 million is expected to be paid in our next fiscal quarter and is included in cash and cash equivalents and the associated consideration payable is included in accounts payable, accrued expenses and other current liabilities on our condensed consolidated balance sheet as of June 30, 2025.
This transaction qualifies as a business combination under ASC 805 due to the acquisition of an integrated set of inputs and processes that are capable of generating outputs. Although the transaction includes tangible assets such as loans and inventory, the inclusion of operating infrastructure, licenses, and a functioning workforce supports the conclusion that a business, rather than a group of assets, was acquired.
The assets acquired and liabilities assumed are based upon the fair values at the date of acquisition. The excess purchase price over the estimated fair market value of the net assets acquired has been recorded as goodwill. The estimated fair value of Pawn Loans and Inventory assumed are provisional, as the Company is gathering additional information to finalize the valuation of pawn loans and completing final inventory counts. Any changes identified during the measurement period will be recorded as adjustments to the assets acquired, liabilities assumed, or goodwill.
The preliminary purchase price allocation is as follows (in thousands):
Cash and cash equivalents $ 64
Pawn loans 5,878
Pawn service charges receivable 706
Inventory
1,798
Prepaid expenses and other current assets 81
Property and equipment
507
Right-of-use assets
4,487
Goodwill 11,556
Customer layaway deposits ( 188 )
Operating lease liabilities ( 4,463 )
Other long-term liabilities ( 119 )
Total consideration 20,307
Retained Payment ( 6,380 )
Cash Paid $ 13,927
The factors contributing to the recognition of goodwill, which is recorded in our Latin America Pawn segment, were based on several strategic benefits we expect to realize from the acquisition, including expansion of our store base and the ability to further leverage our pawn expertise. We expect none of the goodwill resulting from this business combination will be deductible for income tax purposes.
The results of this acquisition have been included in our condensed consolidated financial statements from June 17, 2025 through June 30, 2025, and are reported in our Latin America Pawn segment. The acquired business contributed revenues of $ 0.7 million and net income of $ 0.2 million to us for the period from June 17, 2025 to June 30, 2025.
During the three and nine months ended June 30, 2025, we incurred total acquisition costs of $ 0.3 million. The acquisition costs were primarily related to legal, accounting and consulting services, were expensed as incurred through June 30, 2025 and are included in general and administrative expenses in the consolidated statements of operations.
Unaudited Supplementary Pro Forma Financial Information
The following unaudited pro forma summary presents consolidated information for us as if the business combination had occurred on October 1, 2023. 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 revenues opportunities following the acquisition. The pro forma adjustments reflected in the table below are subject to change as additional analysis is performed.
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Three Months Ended
June 30, Nine Months Ended
June 30,
(in thousands, except per share amounts) 2025 2024 2025 2024
Revenues $ 315,820 $ 286,451 $ 952,039 $ 882,443
Net income 26,603 18,127 83,377 68,407
We did not have any material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma net revenues and net income. These pro forma amounts have been calculated after applying the Company’s accounting policies.
NOTE 3: GOODWILL
The following table summarizes the changes in the carrying amount of goodwill by segment and in total:
Nine Months Ended June 30, 2025
(in thousands) U.S. Pawn Latin America Pawn Consolidated
Balances as of September 30, 2024
$ 264,428 $ 42,050 $ 306,478
Acquisitions (a)
2,331 11,556 13,887
Effect of foreign currency translation changes — 1,542 1,542
Balances as of June 30, 2025 $ 266,759 $ 55,148 $ 321,907
(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.
Nine Months Ended June 30, 2024
(in thousands) U.S. Pawn Latin America Pawn Consolidated
Balances as of September 30, 2023
$ 255,942 $ 46,430 $ 302,372
Acquisitions (a)
8,329 — 8,329
Effect of foreign currency translation changes — ( 1,854 ) ( 1,854 )
Balances as of June 30, 2024
$ 264,271 $ 44,576 $ 308,847
(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.
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NOTE 4: EARNINGS PER SHARE
The following table reconciles the number of common shares used to compute basic and diluted earnings per share attributable to EZCORP Inc., shareholders:
Three Months Ended
June 30, Nine Months Ended
June 30,
(in thousands, except per share amounts) 2025 2024 2025 2024
Basic earnings per common share:
Net income - basic $ 26,503 $ 17,950 $ 82,909 $ 67,899
Weighted shares outstanding - basic 59,134 54,898 56,308 55,022
Basic earnings per common share $ 0.45 $ 0.33 $ 1.47 $ 1.23
Diluted earnings per common share:
Net income - basic $ 26,503 $ 17,950 $ 82,909 $ 67,899
Add: Convertible Notes interest expense, net of tax* 2,066 2,427 6,909 7,501
Net income - diluted $ 28,569 $ 20,377 $ 89,818 $ 75,400
Weighted shares outstanding - basic 59,134 54,898 56,308 55,022
Equity-based compensation awards - effect of dilution** 1,233 1,056 1,333 1,129
Convertible Notes - effect of dilution*** 22,551 27,054 25,503 28,158
Weighted shares outstanding - diluted 82,918 83,008 83,144 84,309
Diluted earnings per common share $ 0.34 $ 0.25 $ 1.08 $ 0.89
Potential common shares excluded from the calculation of diluted earnings per common share above:
Restricted stock**** 1,693 1,917 1,731 1,913
Total 1,693 1,917 1,731 1,913
* The Company’s debt (collectively, the “Convertible Notes”) includes the 3.750 % Convertible Senior Notes Due 2029 (the “2029 Convertible Notes”) and the 2.375 % Convertible Senior Notes Due 2025 (the “2025 Convertible Notes”), which were settled in a combination of cash and shares during the three months ended June 30, 2025. The nine months ended June 30, 2024 also includes the 2.875 % Convertible Senior Notes Due 2024 (the “2024 Convertible Notes”). Effective January 1, 2024, we were required to combination settle the 2024 Convertible Notes. As such, no interest expense is included in the diluted earnings per share computation for the three months ended June 30, 2024 and only the first quarter of 2024 interest expense is included for the nine months ended June 30, 2024. See Note 8: Debt for conversion price, initial conversion rate and additional information.
** Includes time-based share-based awards and performance-based awards for which targets for fiscal year tranches have been achieved and vesting is subject only to achievement of service conditions.
*** As the 2025 Notes were settled during the fiscal quarter, approximately 2.1 million and 5.0 million of weighted average shares were included for the three and nine months ended June 30, 2025, respectively. As we were required to combination settle the 2024 Convertible Notes effective January 1, 2024, the 3.4 million principal shares are not included for the three months ended June 30, 2024 and only the weighted average shares of 1.2 million are included for the nine months ended June 30, 2024. Additionally, 75,854 and 25,192 potential common shares related to the accreted value of the 2024 Convertible Notes are included for the three or nine months ended June 30, 2024 as the average market rate was not above the initial conversion price of $ 10.00 per share for the noted reporting periods. See Note 8: 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 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.
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NOTE 5: LEASES
We determine if a contract contains a lease at inception. Our lease portfolio consists primarily of operating leases for pawn store locations and corporate offices with lease terms ranging from three to ten years and finance leases for vehicles with lease terms ranging from two to five years .
The table below presents balances of our lease assets and liabilities and their balance sheet locations for both operating and financing leases:
(in thousands) Balance Sheet Location June 30, 2025 June 30, 2024 September 30,
2024
Lease assets:
Operating lease right-of-use assets Right-of-use assets, net $ 236,064 $ 235,030 $ 226,602
Financing lease assets Other assets, net 1,210 1,832 1,559
Total lease assets $ 237,274 $ 236,862 $ 228,161
Lease liabilities:
Current:
Operating lease liabilities Operating lease liabilities, current $ 60,183 $ 58,905 $ 58,998
Financing lease liabilities Accounts payable, accrued expenses and other current liabilities 657 596 570
Total current lease liabilities $ 60,840 $ 59,501 $ 59,568
Non-current:
Operating lease liabilities Operating lease liabilities $ 184,295 $ 188,996 $ 180,616
Financing lease liabilities Other long-term liabilities 695 1,352 1,110
Total non-current lease liabilities $ 184,990 $ 190,348 $ 181,726
Total lease liabilities $ 245,830 $ 249,849 $ 241,294
The table below provides major components of our lease costs:
Three Months Ended
June 30, Nine Months Ended
June 30,
(in thousands) 2025 2024 2025 2024
Operating lease cost:
Operating lease cost* $ 19,742 $ 20,406 $ 57,955 $ 59,312
Variable lease cost 5,770 4,318 14,822 13,176
Total operating lease cost $ 25,512 $ 24,724 $ 72,777 $ 72,488
Financing lease cost:
Amortization of financing lease assets $ 153 $ 140 $ 435 $ 455
Interest on financing lease liabilities 40 49 125 177
Total financing lease cost $ 193 $ 189 $ 560 $ 632
Total lease cost $ 25,705 $ 24,913 $ 73,337 $ 73,120
*Includes a reduction for sublease rental income of $ 0.7 million and $ 0.7 million for both the three months ended June 30, 2025 and 2024, respectively, and $ 2.0 million and $ 2.4 million for the nine months ended June 30, 2025 and 2024 respectively.
Lease expense is recognized on a straight-line basis over the lease term with variable lease expense recognized in the period in which the costs are incurred. The components of lease expense are included in “Store expenses” and “General and administrative” under operating expenses, based on the underlying lease use. Cash paid for operating leases was $ 20.3 million and $ 15.9 million for the three months ended June 30, 2025 and 2024, respectively, and $ 60.3 million and $ 60.5 million for the nine months ended June 30, 2025 and 2024, respectively.
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The weighted-average term and discount rates for leases are as follows:
Nine Months Ended
June 30,
2025 2024
Weighted-average remaining lease term (years):
Operating leases 5.00 4.88
Financing leases 2.08 3.01
Weighted-average discount rate:
Operating leases 8.77 % 8.33 %
Financing leases 11.14 % 11.14 %
As of June 30, 2025, maturities of lease liabilities under ASC 842 by fiscal year were as follows:
(in thousands) Operating Leases Financing Leases
Remaining 2025 $ 19,813 $ 194
Fiscal 2026
76,814 771
Fiscal 2027
62,927 497
Fiscal 2028
46,718 52
Fiscal 2029
32,926 6
Thereafter 66,958 —
Total lease liabilities $ 306,156 $ 1,520
Less: portion representing imputed interest 61,678 168
Total net lease liabilities $ 244,478 $ 1,352
Less: current portion 60,183 657
Total long-term net lease liabilities
$ 184,295 $ 695
We recorded $ 51.2 million and $ 46.1 million in non-cash additions to our operating right-of-use assets and lease liabilities for the nine months ended June 30, 2025 and 2024, respectively.
NOTE 6: STRATEGIC INVESTMENTS
Cash Converters International Limited
As of June 30, 2025, we owned 273,939,157 shares, or approximately 43.7 %, of Cash Converters. 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 Conver ters of $ 3.6 million and $ 3.5 million during th e nine mon ths ended June 30, 2025 and 2024, respectively.
The following tables present summary financial information for Cash Converters’ most recently reported results as applicable after translation to U.S. dollars:
December 31,
(in thousands) 2024 2023
Current assets $ 171,745 $ 186,572
Non-current assets 118,223 137,271
Total assets $ 289,968 $ 323,843
Current liabilities $ 90,332 $ 101,097
Non-current liabilities 63,455 79,926
Shareholders’ equity 136,181 142,820
Total liabilities and shareholders’ equity $ 289,968 $ 323,843
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Half-Year Ended December 31,
(in thousands) 2024 2023
Gross revenues $ 126,947 $ 124,874
Gross profit $ 81,456 $ 73,675
Net profit $ 7,973 $ 6,499
During the three and nine m onths ended June 30, 2025, we recorded our share of income of $ 1.4 million and $ 4.9 million, respectively, from Cash Converters, included in “Equity in net income of unconsolidated affiliates” in the condensed consolidated statements of operations. During the three and nine months ended June 30, 2024 , we recorded our share of income of $ 1.4 million and $ 4.3 million, respectively, from Cash Converters, included in Equity in net income of unconsolidated affiliates in the condensed consolidated statement of operations.
See Note 7: Fair Value Measurements for the fair value and carrying value of our investment in Cash Converters.
Founders One, LLC
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 the Company is 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 preferred equity investment in Founders is accounted for utilizing the measurement alternative within ASC 321, Investments — Equity Securities. As of June 30, 2025, our $ 45.0 million carrying value of the preferred equity investment and $ 15.0 million Demand Promissory Note are included in “Other investments” and “Prepaid expenses and other current assets” in our condensed consolidated balance sheets, respectively. As of June 30, 2025, our maximum exposure for losses related to our investment in Founders was our $ 45.0 million preferred equity investment and $ 15.0 million Demand Promissory Note plus accrued and unpaid interest.
See Note 7: Fair Value Measurements for the fair value and carrying value of our loan to Founders.
NOTE 7: FAIR VALUE MEASUREMENTS
The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:
• Level 1 — Quoted market prices in active markets for identical assets or liabilities.
• Level 2 — Other observable market-based inputs or unobservable inputs that are corroborated by market data.
• Level 3 — Unobservable inputs that are not corroborated by market data.
We have elected not to measure at fair value any eligible items for which fair value measurement is optional.
There were no transfers in or out of Level 1, Level 2 or Level 3 for financial assets or liabilities measured at fair value on a recurring basis during the periods presented.
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Financial Assets and Liabilities Not Measured at Fair Value
The tables below present our estimates of fair value of financial assets and liabilities that were not measured at fair value:
Carrying Value Estimated Fair Value
June 30, 2025 June 30, 2025 Fair Value Measurement Using
(in thousands) Level 1 Level 2 Level 3
Financial assets:
Promissory note receivable from Founders $ 17,525 $ 17,525 $ — $ — $ 17,525
Investments in unconsolidated affiliates 13,753 50,657 49,807 — 850
Financial liabilities:
2029 Convertible Notes 224,982 330,050 — 330,050 —
2032 Senior Notes 292,619 316,406 — 316,406 —
Carrying Value Estimated Fair Value
June 30, 2024 June 30, 2024 Fair Value Measurement Using
(in thousands) Level 1 Level 2 Level 3
Financial assets:
Promissory note receivable from Founders $ 16,186 $ 16,186 $ — $ — $ 16,186
Investments in unconsolidated affiliates 12,297 40,762 39,912 — 850
Financial liabilities:
2024 Convertible Notes $ 34,386 $ 34,690 $ — $ 34,690 $ —
2025 Convertible Notes 102,940 99,238 — 99,238 —
2029 Convertible Notes 223,998 262,564 — 262,564 —
Carrying Value Estimated Fair Value
September 30, 2024
September 30, 2024
Fair Value Measurement Using
(in thousands) Level 1 Level 2 Level 3
Financial assets:
Promissory note receivable from Founders $ 15,722 $ 15,722 $ — $ — $ 15,722
Investments in unconsolidated affiliates 13,329 42,496 41,646 — 850
Financial liabilities:
2025 Convertible Notes $ 103,072 $ 100,401 $ — $ 100,401 $ —
2029 Convertible Notes 224,256 273,700 — 273,700 —
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. We consider our cash and cash equivalents, including money market accounts, to be measured using Level 1 inputs and our pawn loans, pawn service charges receivable and other liabilities to be measured using Level 3 inputs. Significant increases or decreases in the underlying assumptions used to value pawn loans, pawn service charges receivable, 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 June 30, 2025, the interest rate on the note was 15.0 % per annum, and all principal and accrued interest is due on demand. Based primarily on the short-term nature of the note, we estimate that its carrying value approximates fair value as of June 30, 2025.
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 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 was received in April 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. These inputs consist of (a) the quoted stock price on the Australian Stock Exchange multiplied by (b) the number of shares we owned multiplied by (c) the applicable foreign currency exchange rate as of the end of our reporting period. We included no control premium for owning a large percentage of outstanding shares.
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We measured the fair value of the 2024, 2025 and 2029 Convertible Notes and 2032 Senior Notes using quoted price inputs. The notes are not actively traded, and thus the price inputs represent a Level 2 measurement. As the quoted price inputs are highly variable from day to day, the fair value estimates disclosed above could significantly increase or decrease.
NOTE 8: DEBT
The following table presents the Company's debt instruments outstanding:
June 30, 2025 June 30, 2024 September 30, 2024
(in thousands) Gross Amount Deferred Financing Costs Carrying Amount Gross Amount Deferred Financing Costs Carrying Amount Gross Amount Deferred Financing Costs Carrying Amount
2032 Senior Notes $ 300,000 $ ( 7,381 ) $ 292,619 $ — $ — $ — $ — $ — $ —
2029 Convertible Notes 230,000 ( 5,018 ) 224,982 230,000 ( 6,002 ) 223,998 230,000 ( 5,744 ) 224,256
2025 Convertible Notes — — — 103,373 ( 433 ) 102,940 103,373 ( 301 ) 103,072
2024 Convertible Notes — — — 34,389 ( 3 ) 34,386 — — —
Total $ 530,000 $ ( 12,399 ) $ 517,601 $ 367,762 $ ( 6,438 ) $ 361,324 $ 333,373 $ ( 6,045 ) $ 327,328
Less current portion — — — 137,762 ( 436 ) 137,326 103,373 ( 301 ) 103,072
Total long-term debt $ 530,000 $ ( 12,399 ) $ 517,601 $ 230,000 $ ( 6,002 ) $ 223,998 $ 230,000 $ ( 5,744 ) $ 224,256
The following table presents the Company’s interest expense related to its debt for the three and nine months ended June 30, 2025 and 2024:
Three Months Ended
June 30, Nine Months Ended
June 30,
(in thousands) 2025 2024 2025 2024
2032 Senior Notes:
Contractual interest expense $ 5,532 $ — $ 5,716 $ —
Amortization of deferred financing costs 205 — 212 —
Total interest expense $ 5,737 $ — $ 5,928 $ —
2029 Convertible Notes:
Contractual interest expense $ 2,156 $ 2,156 $ 6,469 $ 6,469
Amortization of deferred financing costs 260 242 726 714
Total interest expense $ 2,416 $ 2,398 $ 7,195 $ 7,183
2025 Convertible Notes:
Contractual interest expense $ 204 $ 613 $ 1,432 $ 1,841
Amortization of deferred financing costs 49 123 301 377
Total interest expense $ 253 $ 736 $ 1,733 $ 2,218
2024 Convertible Notes:
Contractual interest expense $ — $ 248 $ — $ 742
Amortization of deferred financing costs — 40 — 121
Total interest expense $ — $ 288 $ — $ 863
2032 Senior Notes
In March 2025, we issued $ 300.0 million aggregate principal amount of the Company’s 7.375 % senior notes due 2032, for which $ 300.0 million remains outstanding as of June 30, 2025. The 2032 Senior Notes were issued pursuant to an indenture, dated March 28, 2025 (the “2025 Indenture”), by and among the Company, certain of the Company’s wholly-owned domestic subsidiaries and Truist Bank, as trustee in a private placement under Rule 144A and Regulation S under the Securities Act of 1933 (the “Securities Act”). The 2032 Senior Notes have not been and will not be registered under the federal securities laws or the securities laws of any state or any other jurisdiction. The Company is not required to register the 2032 Senior Notes for resale under the Securities Act, or the securities laws of any other jurisdiction, and is not required to exchange the 2032 Senior Notes for notes registered under the Securities Act or the securities laws of any other jurisdiction and has no present intention to do so. As a result, Rule 3-10 of Regulation S-X promulgated by the SEC is not applicable and no separate financial statements are required for the guarantor subsidiaries.
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The net proceeds from the offering were approximately $ 292.6 million, after deducting the initial purchasers’ discounts and estimated offering expenses payable by us. The Company capitalized $ 7.6 million in debt issuance costs, which consisted primarily of the initial purchaser’s discount and fees and legal and other professional expenses. The debt issuance costs are being amortized over the life of the 2032 Senior Notes as a component of interest expense and are carried as a direct deduction from the carrying amount of the 2032 Senior Notes in the accompanying condensed consolidated balance sheets.
The 2032 Senior Notes pay interest semi-annually in arrears at a rate of 7.375 % per annum on April 1st and October 1st of each year, commencing October 1, 2025, and mature on April 1, 2032, unless earlier redeemed or repurchased in accordance with the terms prior to such date. The effective interest rate for the three and nine months ended June 30, 2025 was approximately 7.85 %. The 2025 Indenture contains certain customary affirmative covenants, negative covenants and events of default. As of June 30, 2025, the Company was in compliance with all covenants relating to the 2032 Senior Notes.
The 2032 Senior Notes are senior unsecured obligations of the Company and are fully and unconditionally guaranteed by certain of the Company’s wholly-owned domestic subsidiaries. The Company may redeem some or all of the 2032 Senior Notes at any time on or after April 1, 2028, at the redemption prices set forth in the 2025 Indenture, plus accrued and unpaid interest, if any. Additionally, the Company may redeem some or all of the 2032 Senior Notes at a price equal to 100 % of principal amount, plus accrued and unpaid interest, if any, plus a “make-whole” premium set forth in the Indenture prior to April 1, 2028. The Company may redeem up to 40 % of the 2032 Senior Notes prior to April 1, 2028 with the proceeds of certain equity offerings at the redemption price set forth in the 2025 Indenture. If the Company sells certain assets or if the Company consummates certain change in control transactions, the Company will be required to make an offer to repurchase the 2032 Senior Notes.
2029 Convertible Notes
In December 2022, we issued $ 230.0 million aggregate principal amount of the 2029 Convertible Notes, for which $ 230.0 million remains outstanding as of June 30, 2025. The 2029 Convertible Notes were issued pursuant to an indenture dated December 12, 2022 (the “2022 Indenture”) by and between the Company and Truist Bank, as trustee. The 2029 Convertible Notes were issued in a private offering under Rule 144A under the Securities Act.
The 2029 Convertible Notes pay interest semi-annually in arrears at a rate of 3.750 % per annum on June 15 and December 15 of each year, commencing June 15, 2023, and mature on December 15, 2029 (the “2029 Maturity Date”), unless converted, redeemed or repurchased in accordance with the terms prior to such date. At maturity, the holders of the 2029 Convertible Notes will be entitled to receive cash, securities, or combination at the Company’s election equal to the principal of the 2029 Convertible Notes plus accrued interest. The effective interest rate for the three and nine months ended June 30, 2025 was approximately 4.28 %. As of June 30, 2025, the remaining unamortized debt issuance costs will be amortized using the effective interest method through the 2029 Maturity Date assuming no early conversion.
The 2029 Convertible Notes are convertible based on an initial conversion rate of 89.0313 shares of Class A Common Stock per $1,000 principal amount (equivalent to an initial conversion price of $ 11.232 per share). The conversion rate will not be adjusted for any accrued and unpaid interest. The 2029 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 June 15, 2029, the 2029 Convertible Notes will be convertible only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on March 31, 2023 (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 2022 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 2029 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 2022 Indenture. 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 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. The redemption price will be equal to 100 % of the principal amount of the 2029 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
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As of June 30, 2025, the 2029 Convertible Notes were not convertible as no conditions of conversion had been met. Accordingly, the net balance of the 2029 Convertible Notes was classified as a non-current liability in our condensed consolidated balance sheets as of June 30, 2025. The classification of the 2029 Convertible Notes as current or non-current in the condensed 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 2029 Convertible Notes as a current liability in the condensed 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 2029 Maturity Date, we will classify our net liability under the 2029 Convertible Notes as a non-current liability in the condensed consolidated balance sheets as of the end of that fiscal quarter. If the note holders elect to convert their 2029 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 June 30, 2025, we would have recorded an expense associated with the conversion, comprised of $ 5.0 million of unamortized debt issuance costs. The stock trading price condition and other triggers are measured on a quarter-by-quarter basis and were not met as of June 30, 2025. As of June 30, 2025, the if-converted value of the 2029 Convertible Notes did not exceed the principal amount.
2025 Convertible Notes
During April 2025, holders converted approximately $ 97.0 million in principal amount of the 2025 Convertible Notes into approximately 6.1 million shares of our Class A Common Stock, and with payments of cash in lieu of any fractional shares. On May 1, 2025, the Company repaid the remaining $ 6.4 million principal balance of the 2025 Convertible Notes using cash.
In May 2018, we issued $ 172.5 million aggregate principal amount of the 2025 Convertible Notes. The 2025 Convertible Notes were issued pursuant to an indenture dated May 14, 2018 (the “2018 Indenture”) by and between the Company and Wells Fargo Bank, National Association, as the original trustee. Effective October 1, 2019, Truist (formerly BB&T) assumed the duties and responsibilities as trustee under the 2018 Indenture. The 2025 Convertible Notes were issued in a private offering under Rule 144A under the Securities Act. In December 2022, we repurchased approximately $ 69.1 million aggregate principal amount of the 2025 Convertible Notes for approximately $ 62.9 million plus accrued interest.
The 2025 Convertible Notes paid interest semi-annually in arrears at a rate of 2.375 % per annum on May 1 and November 1 of each year, commencing November 1, 2018, and matured on May 1, 2025 (the “2025 Maturity Date”), unless converted, redeemed or repurchased in accordance with the terms prior to such date. The 2025 Convertible Notes were convertible based on an initial conversion rate of 62.8931 shares of Class A Common Stock per $1,000 principal amount (equivalent to an initial conversion price of $ 15.90 per share). Until the close of business on the business day immediately preceding the 2025 Maturity Date, holders of 2025 Convertible Notes could, at their option, convert their 2025 Convertible Notes at any time. Pursuant to the terms of the 2018 Indenture, we had elected to settle any conversions of the 2025 Convertible Notes using shares of Class A Common Stock (physical settlement).
2024 Convertible Notes
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.
In July 2017, we issued $ 143.75 million aggregate principal amount of the 2024 Convertible Notes. The 2024 Convertible Notes were issued pursuant to an indenture dated July 5, 2017 (the “2017 Indenture”) by and between the Company and Wells Fargo Bank, National Association, as the original trustee. Effective October 1, 2019, Truist (formerly BB&T) assumed the duties and responsibilities as trustee under the 2017 Indenture. The 2024 Convertible Notes were issued in a private offering under Rule 144A under the Securities Act. In December 2022, we repurchased approximately $ 109.4 million aggregate principal amount of the 2024 Convertible Notes for approximately $ 117.5 million plus accrued interest.
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”). The 2024 Convertible Notes were 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). Until the close of business on the business day immediately preceding the 2024 Maturity Date, holders of 2024 Convertible Notes could, at their option, convert their 2024 Convertible Notes at any time. Because we did not elect an alternative settlement method prior to January 1, 2024, conversions were settled by combination settlement, which was $1,000 cash (per the $1,000 principal value) plus stock equal to the accreted value as defined in the 2017 Indenture.
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NOTE 9: COMMON STOCK AND STOCK COMPENSATION
Common Stock Repurchase Program
On May 3, 2022, the Company’s Board of Directors (the “Board”) authorized the repurchase of up to $ 50 million of our Class A Common Stock over three years (the “Common Stock Repurchase Program”). Execution of the program was responsive to fluctuating market conditions and valuations, liquidity needs and the expected return on investment compared to other opportunities.
The amount and timing of purchases was dependent on a variety of factors, including stock price, trading volume, general market conditions, legal and regulatory requirements, general business conditions, the level of cash flows, and corporate considerations determined by management and the Board, such as liquidity and capital needs and the availability of attractive alternative investment opportunities. As of June 30, 2025, we had repurchased and retired 3,178,147 shares of our Class A Common Stock for $ 30.0 million under the Common Stock Repurchase Program, of which 332,599 shares were repurchased and retired for $ 4.0 million during the nine months ended June 30, 2025. There were no shares repurchased under the Common Stock Repurchase Program for the three months ended June 30, 2025. During the three and nine months ended June 30, 2024, 285,392 and 945,749 shares were repurchased and retired for $ 3.0 million and $ 9.0 million, respectively, under the Common Stock Repurchase Program. The repurchase amount is allocated between “Additional paid-in capital” and “Retained earnings” in our condensed consolidated balance sheets.
The Common Stock Repurchase Program expired on May 3, 2025.
Other Common Stock Repurchases
During the three months ended June 30, 2025, the Company used approximately $ 2.0 million to repurchase for cash 148,921 shares of its Class A Common Stock. Such transactions were authorized separately from, and not considered a part of the Common Stock Repurchase Program. The repurchase amount is allocated between “Additional paid-in capital” and “Retained earnings” in our condensed consolidated balance sheets.
Stock Compensation
We maintain a Board-approved incentive plan to retain the services of our valued officers, directors and employees and to incentivize such persons to make contributions to our company and motivate excellent performance (the “Incentive Plan”). Under the Incentive Plan, we grant awards of restricted stock or restricted stock units to employees and non-employee directors. Awards granted to employees are typically subject to performance and service conditions. Awards granted to non-employee directors are time-based awards subject only to service conditions. Awards granted under the Incentive Plan are measured at the grant date fair value with compensation costs associated with the awards recognized over the requisite service period, usually the vesting period, on a straight-line basis.
The following table presents a summary of stock compensation activity:
Shares Weighted Average
Grant Date Fair Value
Outstanding as of September 30, 2024
2,699,914 $ 7.91
Granted (a)
1,263,685 10.56
Released (b)
( 1,130,921 ) 7.89
Cancelled ( 141,421 ) 9.00
Outstanding as of June 30, 2025
2,691,257 $ 9.68
(a) Includes performance adjustment of 320,076 shares awarded above their target grants resulting from the achievement of performance targets established at the grant date.
(b) 337,481 shares were withheld to satisfy related income tax withholding.
NOTE 10: COMMITMENTS AND CONTINGENCIES
Currently, and from time to time, we are involved in various claims, disputes, lawsuits, investigations, and legal and regulatory proceedings. We accrue for contingencies if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because these matters are inherently unpredictable and unfavorable developments or resolutions can occur, assessing contingencies requires judgments and is highly subjective about future events, and the amount of resulting loss may differ from these estimates. We do not believe the resolution of any particular matter will have a material adverse effect on our financial condition, results of operations or liquidity.
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NOTE 11: SEGMENT INFORMATION
Our operations are primarily managed on a geographical basis and are comprised of three reportable segments. The factors for determining our reportable segments include the manner in which our chief operating decision maker evaluates performance for purposes of allocating resources and assessing performance.
We currently report our segments as follows:
• U.S. Pawn — all pawn activities in the United States;
• Latin America Pawn — all pawn activities in Mexico and other parts of Latin America; and
• Other Investments — primarily our equity interest in 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 condensed consolidated financial statements.
The following income (loss) before income taxes tables present revenues for each reportable segment, disaggregated revenues within our reportable segments and Corporate, segment profits and segment contribution.
Three Months Ended June 30, 2025
(in thousands) U.S. Pawn Latin America Pawn Other Investments Total Segments Corporate Items Consolidated
Revenues:
Merchandise sales $ 112,249 $ 56,375 $ — $ 168,624 $ — $ 168,624
Jewelry scrapping sales 23,750 3,220 — 26,970 — 26,970
Pawn service charges 83,930 31,409 — 115,339 — 115,339
Other revenues 31 17 — 48 — 48
Total revenues 219,960 91,021 — 310,981 — 310,981
Merchandise cost of goods sold 69,084 39,142 — 108,226 — 108,226
Jewelry scrapping cost of goods sold 16,814 2,302 — 19,116 — 19,116
Gross profit 134,062 49,577 — 183,639 — 183,639
Segment and corporate expenses (income):
Store expenses 83,778 35,345 — 119,123 — 119,123
General and administrative — — — — 21,780 21,780
Depreciation and amortization 2,651 2,156 — 4,807 3,196 8,003
Other operating income — — — — ( 1,262 ) ( 1,262 )
Interest expense — 71 — 71 8,387 8,458
Interest income — ( 427 ) ( 604 ) ( 1,031 ) ( 4,409 ) ( 5,440 )
Equity in net (income) loss of unconsolidated affiliates — — ( 1,409 ) ( 1,409 ) 209 ( 1,200 )
Other expense (income) — ( 12 ) — ( 12 ) ( 524 ) ( 536 )
Segment contribution $ 47,633 $ 12,444 $ 2,013 $ 62,090
Income (loss) before income taxes $ 62,090 $ ( 27,377 ) $ 34,713
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Three Months Ended June 30, 2024
(in thousands) U.S. Pawn Latin America Pawn Other Investments Total Segments Corporate Items Consolidated
Revenues:
Merchandise sales $ 107,849 $ 50,291 $ — $ 158,140 $ — $ 158,140
Jewelry scrapping sales 13,757 1,638 — 15,395 — 15,395
Pawn service charges 77,416 30,414 — 107,830 — 107,830
Other revenues 28 28 — 56 — 56
Total revenues 199,050 82,371 — 281,421 — 281,421
Merchandise cost of goods sold 67,229 33,982 — 101,211 — 101,211
Jewelry scrapping cost of goods sold 11,887 1,596 — 13,483 — 13,483
Gross profit 119,934 46,793 — 166,727 — 166,727
Segment and corporate expenses (income):
Store expenses 81,441 34,894 — 116,335 — 116,335
General and administrative — — — — 20,060 20,060
Depreciation and amortization 2,408 2,090 — 4,498 3,660 8,158
(Gain) loss on sale or disposal of assets and other ( 2 ) 22 — 20 — 20
Interest expense — — — — 3,539 3,539
Interest income — ( 370 ) ( 605 ) ( 975 ) ( 1,956 ) ( 2,931 )
Equity in net (income) loss of unconsolidated affiliates — — ( 1,406 ) ( 1,406 ) 143 ( 1,263 )
Other (income) expense — ( 184 ) 12 ( 172 ) ( 19 ) ( 191 )
Segment contribution $ 36,087 $ 10,341 $ 1,999 $ 48,427
Income (loss) before income taxes $ 48,427 $ ( 25,427 ) $ 23,000
Nine Months Ended June 30, 2025
(in thousands) U.S. Pawn Latin America Pawn Other Investments Total Segments Corporate Items Consolidated
Revenues:
Merchandise sales $ 357,964 $ 166,470 $ — $ 524,434 $ — $ 524,434
Jewelry scrapping sales 56,146 8,494 — 64,640 — 64,640
Pawn service charges 259,354 88,908 — 348,262 — 348,262
Other revenues 82 49 — 131 — 131
Total revenues 673,546 263,921 — 937,467 — 937,467
Merchandise cost of goods sold 225,412 116,193 — 341,605 — 341,605
Jewelry scrapping cost of goods sold 42,017 6,350 — 48,367 — 48,367
Gross profit 406,117 141,378 — 547,495 — 547,495
Segment and corporate expenses (income):
Store expenses 250,399 101,702 — 352,101 — 352,101
General and administrative — — — — 60,089 60,089
Depreciation and amortization 8,050 6,191 — 14,241 10,117 24,358
Loss on sale or disposal of assets and other 17 8 — 25 — 25
Other operating income — — — — ( 1,262 ) ( 1,262 )
Interest expense — 71 — 71 14,815 14,886
Interest income — ( 966 ) ( 1,803 ) ( 2,769 ) ( 6,639 ) ( 9,408 )
Equity in net (income) loss of unconsolidated affiliates — — ( 4,898 ) ( 4,898 ) 718 ( 4,180 )
Other expense (income) ( 7 ) ( 220 ) — ( 227 ) 604 377
Segment contribution $ 147,658 $ 34,592 $ 6,701 $ 188,951
Income (loss) before income taxes $ 188,951 $ ( 78,442 ) $ 110,509
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Nine Months Ended June 30, 2024
(in thousands) U.S. Pawn Latin America Pawn Other Investments Total Segments Corporate Items Consolidated
Revenues:
Merchandise sales $ 348,211 $ 154,019 $ — $ 502,230 $ — $ 502,230
Jewelry scrapping sales 39,258 3,933 — 43,191 — 43,191
Pawn service charges 236,499 84,943 — 321,442 — 321,442
Other revenues 94 59 35 188 — 188
Total revenues 624,062 242,954 35 867,051 — 867,051
Merchandise cost of goods sold 218,736 103,944 — 322,680 — 322,680
Jewelry scrapping cost of goods sold 33,965 3,514 — 37,479 — 37,479
Gross profit 371,361 135,496 35 506,892 — 506,892
Segment and corporate expenses (income):
Store expenses 239,536 101,936 — 341,472 — 341,472
General and administrative — — — — 54,869 54,869
Depreciation and amortization 7,548 6,821 — 14,369 10,573 24,942
(Gain) loss on sale or disposal of assets and other ( 6 ) ( 240 ) — ( 246 ) 97 ( 149 )
Other operating income — — — — ( 765 ) ( 765 )
Interest expense — — — — 10,381 10,381
Interest income — ( 1,398 ) ( 1,811 ) ( 3,209 ) ( 5,243 ) ( 8,452 )
Equity in net (income) loss of unconsolidated affiliates — — ( 4,278 ) ( 4,278 ) 143 ( 4,135 )
Other (income) expense — ( 231 ) 27 ( 204 ) ( 423 ) ( 627 )
Segment contribution $ 124,283 $ 28,608 $ 6,097 $ 158,988
Income (loss) before income taxes $ 158,988 $ ( 69,632 ) $ 89,356
The following table presents separately identified segment assets:
(in thousands) U.S. Pawn Latin America Pawn Other
Investments
Corporate Items Total
As of June 30, 2025
Pawn loans $ 221,059 $ 70,575 $ — $ — $ 291,634
Pawn service charges receivable, net 39,132 6,278 — — 45,410
Inventory, net 166,374 59,115 — — 225,489
Total assets 1,348,466 367,625 81,649 85,328 1,883,068
As of June 30, 2024
Pawn loans $ 199,277 $ 62,443 $ — $ — $ 261,720
Pawn service charges receivable, net 35,489 5,149 — — 40,638
Inventory, net 121,941 49,996 — — 171,937
Total assets 1,030,571 317,888 78,136 83,568 1,510,163
As of September 30, 2024
Pawn loans $ 214,306 $ 59,778 $ — $ — $ 274,084
Pawn service charges receivable, net 39,194 4,819 — — 44,013
Inventory, net 138,624 53,299 — — 191,923
Total assets 1,009,226 311,824 79,421 92,766 1,493,237
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NOTE 12: SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION
The following table provides supplemental information on net amounts included in our condensed consolidated balance sheets:
(in thousands) June 30, 2025 June 30, 2024 September 30, 2024
Gross pawn service charges receivable $ 59,297 $ 53,532 $ 57,544
Allowance for uncollectible pawn service charges receivable ( 13,887 ) ( 12,894 ) ( 13,531 )
Pawn service charges receivable, net $ 45,410 $ 40,638 $ 44,013
Gross inventory $ 228,769 $ 175,187 $ 194,657
Inventory reserves ( 3,280 ) ( 3,250 ) ( 2,734 )
Inventory, net $ 225,489 $ 171,937 $ 191,923
Prepaid expenses and other $ 2,827 $ 4,753 $ 3,350
Accounts receivable and other 17,972 14,527 16,482
Notes receivable 18,011 16,318 16,332
Income taxes prepaid and receivable 4,607 4,793 3,007
Prepaid expenses and other current assets $ 43,417 $ 40,391 $ 39,171
Property and equipment, gross $ 296,294 $ 278,231 $ 280,714
Accumulated depreciation ( 228,855 ) ( 218,305 ) ( 214,741 )
Property and equipment, net $ 67,439 $ 59,926 $ 65,973
Accounts payable $ 22,305 $ 14,910 $ 20,850
Accrued payroll 13,465 16,551 13,541
Incentive accrual 15,180 14,508 19,883
Other payroll related expenses 5,385 2,951 3,999
Accrued sales and VAT taxes 2,843 4,106 3,954
Accrued income taxes payable 6,610 2,115 5,934
Other current liabilities 12,968 14,601 17,576
Accounts payable, accrued expenses and other current liabilities $ 78,756 $ 69,742 $ 85,737
The following table provides supplemental disclosure of condensed consolidated statements of cash flows information:
Nine Months Ended
June 30,
(in thousands) 2025 2024
Supplemental disclosure of cash flow information
Cash and cash equivalents at beginning of period $ 170,513 $ 220,595
Short-term restricted cash at beginning of period 9,294 8,373
Total cash and cash equivalents and restricted cash at beginning of period $ 179,807 $ 228,968
Cash and cash equivalents at end of period $ 472,088 $ 218,038
Short-term restricted cash at end of period 9,609 9,204
Long-term restricted cash at end of period 5,380 —
Total cash and cash equivalents and restricted cash at end of period $ 487,077 $ 227,242
Non-cash investing and financing activities:
Pawn loans forfeited and transferred to inventory $ 311,702 $ 276,101
Settlement of 2025 Convertible Notes in shares of common stock 96,902 —
Accrued acquisition consideration 6,757 741
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.