EZCORP INC - Annual Report: 2019 (Form 10-K)

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•	Market Leading Customer Satisfaction;

•	Exceptional Staff Engagement;

•	Most Efficient Provider of Cash; and

•	Attractive Shareholder Returns.

•	512 United States pawn stores (operating primarily as EZPAWN or Value Pawn & Jewelry);

•	357 Mexico pawn stores (operating primarily as Empeño Fácil);

•	123 pawn stores in Guatemala, El Salvador, Honduras and Peru (operating as GuatePrenda and MaxiEfectivo); and

•	22 financial services stores in Canada (operating as CASHMAX).

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•	“U.S. Pawn” — Includes our EZPAWN, Value Pawn & Jewelry and other branded pawn operations in the United States;

•	“Latin America Pawn” — Includes our Empeño Fácil and other branded pawn operations in Mexico, as well as our GuatePrenda and MaxiEfectivo pawn operations in Guatemala, El Salvador, Honduras and Peru; and

•	“Other International” — Includes primarily our CASHMAX financial services operations in Canada and our equity interest in the net income of Cash Converters International.

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•	We opened 22 de novo stores in Latin America (12 in Mexico, 6 in Guatemala, 3 in Honduras and 1 in Peru).

•	In December 2018, we acquired five pawn stores in Mexico.

•	In June 2019, we acquired seven pawn stores operating under the name "Metro Pawn" in Nevada, entering the Reno market and expanding our presence in the Las Vegas metropolitan area.

•	We began development of a mobile application providing banking and pawn related services on a differentiated digital customer-centric engagement platform (“Lana”). This platform will allow us to leverage our existing store and pawn customer base footprint to expand customer acquisition and retention and enable rapid deployment of new products.

•	In October 2019, we completed rollout of our POS2 system (upgraded point of sale system which will allow us to make better pricing decisions and drive higher returns on earning assets) across all stores in the U.S. and Mexico.

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We are subject to the federal Gramm-Leach-Bliley Act and its underlying regulations, as well as various state laws and regulations relating to privacy and data security. Under these regulations, we are required to disclose to our customers our policies and practices relating to the protection and sharing of customers’ nonpublic personal information. These regulations also require us to ensure that our systems are designed to protect the confidentiality of customers’ nonpublic personal information, and many of these regulations dictate certain actions that we must take to notify customers if their personal information is disclosed in an unauthorized manner. We are subject to the Fair Credit Reporting Act which was enacted, in part, to address privacy concerns associated with the sharing of consumers’ financial information and credit history contained in consumer credit reports and limits our ability to share certain consumer report information. We are subject to the Federal Fair and Accurate Credit Transactions Act, which amended the Fair Credit Reporting Act, and requires us to adopt written guidance and procedures for detecting, preventing and mitigating identity theft, and to adopt various policies and procedures (including team member training) that address and aid in detecting and responding to suspicious activity or identify theft “red flags.”

•	Under the USA PATRIOT Act, we must maintain an anti-money laundering compliance program that includes the development of internal policies, procedures and controls; the designation of a compliance officer; an ongoing team member training program; and an independent audit function to test the program.

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We are subject to the Bank Secrecy Act and its underlying regulations, which require us to report and maintain records of certain high-dollar transactions. In addition, federal laws and regulations prohibit us from doing business with terrorists and require us to report certain suspicious transactions to the Financial Crimes Enforcement Network of the Treasury Department (“FinCen”). Generally, a transaction is considered to be suspicious if we know, suspect or have reason to suspect that the transaction (a) involves funds derived from illegal activity or is intended to hide or disguise such funds, (b) is designed to evade the requirements of the Bank Secrecy Act or (c) appears to serve no legitimate business or lawful purpose.

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The Foreign Corrupt Practices Act ("FCPA") was enacted for the purpose of making it unlawful for certain classes of persons and entities to make payments to foreign government officials to assist in obtaining or retaining business. Specifically, the anti-bribery provisions of the FCPA prohibit the willful use of mail or any means of instrumentality of interstate commerce corruptly in furtherance of any offer, payment, promise to pay, or authorization of the payment of money or anything of value to any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to a foreign official to influence the foreign official in his or her official capacity, induce the foreign official to do or omit to do an act in violation of his or her lawful duty, or to secure any improper advantage in order to assist in obtaining or retaining business for or with, or directing business to, any person.

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Effective October 2016, Department of Defense regulations promulgated under the Military Lending Act (the “MLA”), formerly applicable to payday loans and auto title loans, were expanded to include various additional forms of consumer credit, including pawn loans. The MLA regulations limit the annual percentage rate charged on consumer loans made to active military personnel or their dependents to 36%.

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(a)	In fiscal 2018 we acquired 112 GuatePrenda-MaxiEfectivo (“GPMX”) pawn stores as further described in Note 2 of Notes to Consolidated Financial Statements included in “Part II, Item 8 — Financial Statements and Supplementary Data.”

(a)	Amounts exclude assets and liabilities held for sale in conjunction with the disposal of Prestaciones Finmart, S.A.P.I. de C.V., SOFOM, E.N.R. ("Grupo Finmart") in September 2016.

(b)	In fiscal 2019, we repaid $195.0 million in aggregate principal amount outstanding 2.125% Cash Convertible Senior Notes Due 2019 using cash on hand.

(c)	Working capital and total asset amounts are inclusive of $0.9 million in gross installment loan balances which are securitized under the CASHMAX securitization facility as further described in Note 8 of Notes to Consolidated Financial Statements included in “Part II, Item 8 — Financial Statements and Supplementary Data.”

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•	Impairment of our investment in Cash Converters International in the amount of $19.7 million ($15.3 million, net of taxes) as compared to an impairment of $11.7 million ($9.2 million, net of taxes) in the prior year;

•	A $5.7 million decrease in income from our unconsolidated affiliates, primarily Cash Converters International;

•	A $5.2 million decrease in other income from a favorable legal settlement in the prior year;

•	A $4.8 million increase in interest expense, primarily due to an increase in average debt outstanding during the current year compared to the prior year, offset by the reduction of interest expense on $195.0 million of our 2019 Cash Convertible Notes which were repaid on June 17, 2019; and

•	A $6.0 million decrease in interest income, primarily due to the declining principal balance on the Grupo Finmart notes as they are repaid in accordance with their agreed amortization schedule, in addition to the reduction of interest earned on outstanding cash balances after our 2019 Convertible Notes were repaid in June 2019.

•	A decrease in income from continuing operations before income taxes;

•	A discrete transaction tax adjustment with an income tax benefit of $1.8 million in the current year; and

•	A lower maximum U.S. corporate tax rate of 21% in the current year compared to a higher blended rate in the prior year; partially offset by

•	A first quarter fiscal 2018 charge related to the impacts of the U.S. Tax Cuts and Jobs Act of 2017; and

•	A $3.1 million reduction in benefits associated with the expiration of a statute of limitations on uncertain tax positions.

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•	Impairment of our investment in Cash Converters International in the amount of $19.7 million ($15.3 million, net of taxes); and

•	A $5.7 million decrease in income from our unconsolidated affiliates including recognition of several discrete charges recognized by Cash Converters International;

•	A $3.1 million decrease in net revenue as we continue to manage the product mix between installment loans and single-pay loans in Canada; and

•	A $1.9 million charge from the expiration of a call option as a result of a third-party investment in Rich Data Corporation (“RDC”), our unconsolidated affiliate; partially offset by

•	A $2.3 million decrease in costs to develop technology to drive future revenue enhancement as a result of the deconsolidation of RDC.

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•	A $51.4 million decrease in income from continuing operations before income taxes;

•	A discrete transaction tax adjustment with a tax benefit of $1.8 million in the current year; and

•	A lower maximum U.S. corporate tax rate of 21% in the current year compared to a higher blended rate in the prior year; partially offset by

•	A first quarter of fiscal 2018 charge related to the impacts of the U.S. Tax Cuts and Jobs Act of 2017; and

•	A $3.1 million reduction in benefits associated with the expiration of a statute of limitations on uncertain tax positions.

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•	Impairment of our investment in Cash Converters International in the amount of $11.7 million ($9.2 million, net of taxes); partially offset by

•	A $4.9 million increase in interest income on the Grupo Finmart notes receivable, in addition to ordinary accruals of interest and accretion of associated debt discounts; and

•	A $5.0 million increase in other income primarily due to net recoveries from a legal settlement.

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•	Impairment of our investment in Cash Converters International in the amount of $11.7 million ($9.2 million, net of taxes) related to shares acquired prior to fiscal 2018; and

•	A $1.7 million increase in operating expenses, including further investment in the development of technology to drive future revenue enhancement.

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•	The May 2018 issuance of $172.5 million aggregate principal amount of 2.375% Senior Convertible Notes Due 2025, including accruals of interest and amortization of associated discounts and deferred financings costs;

•	Extinguishment of debt and other costs of $5.3 million in fiscal 2017 as a result of retiring $35 million principal amount of our 2.125% Senior Cash Convertible Notes Due 2019 and the entirety of our $100 million Term Loan Facility in July 2017; and

•	The July 2017 issuance of $143.8 million aggregate principal amount of 2.875% Senior Convertible Notes Due 2024, including accruals of interest and amortization of associated discounts and deferred financings costs.

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(a)	Excludes debt discount and deferred financing costs as well as convertible features.

(b)	Excludes $12.6 million in sublease payments expected to be received.

(c)

No provision for uncertain tax benefits has been included as the timing of any such payment is uncertain. See Note 10 of Notes to Consolidated Financial Statements included in “Part II, Item 8 — Financial Statements and Supplemental Data.” Additionally, no provision for insurance reserves, deferred compensation arrangements, or other liabilities totaling $4.7 million has been included as the timing of such payments are uncertain.

(d)	Total excludes contractual obligations already recorded on our consolidated balance sheets as current liabilities, except for the accrued portions of interest and lease obligations which are included in interest on long-term debt obligations and operating and other lease obligations captions above.

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•	The identified material weakness in our internal control over financial reporting;

•	Changes in laws and regulations;

•	Negative characterizations of our industry;

•	Concentration of business in Texas and Florida;

•	Changes in the business, regulatory, political or social climate in Latin America;

•	Changes in gold prices or volumes;

•	Changes in foreign currency exchange rates;

•	Changes in pawn redemption rates, loan default and collection rates or other important operating metrics;

•	Our ability to continue growing our store count through acquisitions and de novo openings;

•	Our ability to successfully develop and commercialize a digital transaction and lending services platform;

•	Our ability to recruit, hire, retain and motivate talented executives and key employees;

•	Ability to collect the remaining balance of Grupo Finmart notes and exposure to Grupo Finmart for continuing indemnification obligations for pre-closing taxes;

•	The outcome of current or future litigation and regulatory proceedings;

•	Our controlled ownership structure;

•	Potential disruptive effect of acquisitions, investments and new businesses;

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•	Potential regulatory fines and penalties, lawsuits and related liabilities related to firearms business;

•	Potential robberies, burglaries and other crimes at our stores;

•	Potential exposure under anti-corruption, anti-bribery, anti-money laundering and other general business laws and regulations;

•	Changes in liquidity, capital requirements or access to debt and capital markets;

•	Changes in the competitive landscape;

•	Our ability to design or acquire, deploy and maintain adequate information technology and other business systems;

•	Potential data security breaches or other cyber-attacks;

•	Failure to achieve adequate return on investments;

•	Potential uninsured property, casualty or other losses;

•	Potential natural disasters;

•	Potential civil unrest or government overthrow;

•	Events beyond our control;

•	Changes in U.S. or international tax laws;

•	Financial statement impact of potential impairment of goodwill or other intangible assets such as trade names;

•	Potential conversion of Convertible Notes into cash (which could adversely affect liquidity) or stock (which will cause dilution of existing stockholders); and

•	Limited number of unreserved shares available for future issuance.

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*	See Note 1 of Notes to Consolidated Financial Statements for discussion of opening balance impact as a result of corrections to prior period financial statements.

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•	512 United States pawn stores (operating primarily as EZPAWN or Value Pawn & Jewelry);

•	357 Mexico pawn stores (operating primarily as Empeño Fácil);

•	123 pawn stores in Guatemala, El Salvador, Honduras and Peru (operating as GuatePrenda and MaxiEfectivo); and

•	22 financial services stores in Canada (operating as CASHMAX).

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*	As previously reported amount includes the impact of adoption of accounting policies described below.

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In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification ("ASC") 350-40 to determine which implementation costs to defer and recognize as an asset. This ASU generally aligns the guidance on recognizing implementation costs incurred in a cloud computing arrangement that is a service contract with that for implementation costs incurred to develop or obtain internal-use software, including hosting arrangements that include an internal-use software license. Our hosting arrangements that are service contracts include various third-party software applications. We adopted this ASU during the first quarter of fiscal 2019 on a prospective basis for all service contracts entered into after adoption, with no material impact upon adoption.

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In November 2016, the FASB issued ASU 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash. This ASU requires the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We adopted this ASU during the first quarter of fiscal 2019 with no impact on our financial position or results of operations. However, we have recast our statements of cash flows on a retrospective basis to include restricted cash when reconciling the beginning-of-period and end-of-period total amounts.

•	In August 2016, the FASB issued ASU 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU provides guidance on eight specific cash flow issues. We adopted this ASU during the first quarter of fiscal 2019 on a prospective basis with no impact on our financial position, results of operations or cash flows.

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In May 2016, the FASB issued ASU 2016-01, Financial Instruments (Subtopic 825-10). The amendments in this ASU make targeted improvements to GAAP primarily as it pertains to equity investments (not including equity method of accounting), fair value disclosures, balance sheet presentation, and other items pertaining to financial instruments. We adopted this ASU during the first quarter of fiscal 2019 on a prospective basis, as applicable, with no impact on our financial position, results of operations or cash flows upon adoption.

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In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606) to defer the effective date to December 15, 2017 for annual reporting periods beginning after that date, with early adoption permitted, but not before the original effective date of December 15, 2016. The core principle of this ASU, and the subsequently issued ASUs modifying or clarifying this ASU, is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, the guidance provides that an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. The new standard allows for two methods of adoption: (a) full retrospective adoption, meaning the standard is applied to all periods presented, or (b) modified retrospective adoption, meaning the cumulative effect of applying the new standard is recognized as an adjustment to the opening retained earnings balance.

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In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework. This ASU modifies the disclosure requirements for fair value measurements in Accounting Standards Codification (“ASC”) 820. The provisions of this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted based upon guidance issued within the ASU. A reporting entity should apply the amendment either retrospectively or prospectively based on the specific guidance within the ASU. We do not anticipate that the adoption of the ASU will have a material effect on our disclosures.

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In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU, along with subsequently issued related ASUs, requires financial assets (or groups of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected, among other provisions. The provisions of this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A reporting entity should generally apply the amendment on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting periods in which the amendment is effective. We have not identified any impacts to our financial statements that we believe will be material as a result of the adoption of the ASU, although we continue to evaluate the impact of adoption. We believe we are following an appropriate timeline to allow for proper recognition, presentation and disclosure upon adoption of this ASU which is effective for fiscal 2021.

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In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires companies to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets. The provisions of this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. We are in the process of evaluating the impact of adopting ASU 2016-02 on our consolidated financial position, results of operations and cash flows, and anticipate a material impact on our consolidated financial position. We are currently assessing the potential impact this ASU and related ASUs on our consolidated financial statements, though the adoption will result in a material increase in the assets and liabilities reflected on our consolidated balance sheets. We will complete our implementation to allow for proper recognition, presentation and disclosure upon adoption of the ASU which is effective for fiscal 2020. We plan to adopt this ASU using the optional prospective transition method provided under ASU 2018-11, Leases, (Topic 842): Targeted Improvement which was issued in July 2018, allowing for application of ASU 2016-02 at the adoption date.

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*	Intangible assets consist primarily of $9.8 million and $6.6 million in trade names acquired with indefinite useful lives, for GPMX and All Other, respectively.

**	As discussed in Note 1, certain adjustments were made to pawn service charges receivable and associated goodwill balances.

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*	See Note 8 for discussion of the terms and conditions of the potential impact of the 2019 Convertible Notes Warrants, 2024 Convertible Notes and 2025 Convertible Notes. As required by ASC 260-10-45-19, amount excludes all potential common shares for periods when there is a loss from continuing operations.

**	Includes antidilutive share-based awards as well as performance-based and market conditioned 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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•	A 5% equity interest and a call option to repurchase an additional 43% equity interest for $1 in September 2019 in the event that RDC had not received a qualified third party investment. These interests were recorded at a combined fair value of $2.8 million and included in "Investments in unconsolidated affiliates" in our consolidated balance sheets.

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•	A $9.1 million non-interest bearing convertible promissory note due January 2021, which was automatically convertible into a 10% equity interest when RDC received a qualified third party investment. This note was recorded at its fair value of $6.8 million.

•	The outstanding principal amount (including the $18.3 million that would otherwise have been payable on September 27, 2017) was payable on a monthly basis over the remaining two years, commencing October 27, 2017.

•	The per annum interest rate was increased from 4% to 10% for the dollar-denominated note and from 7.5% to 14.5% for the peso-denominated note. Accrued interest was also payable monthly, commencing October 27, 2017.

•	An additional deferred compensation fee totaling $14.0 million, payable $6.0 million on September 27, 2019, $4.0 million on March 27, 2020 and $4.0 million on September 27, 2020. The first $6.0 million installment of the deferred compensation fee was received in September 2019. The actual amount was slightly less than $6.0 million due to changes in the foreign currency translation rate.

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The Parent Loan Notes could be prepaid in full voluntarily at any time and are subject to mandatory prepayment in certain circumstances. Upon any prepayment, whether voluntary or mandatory, Grupo Finmart must pay all outstanding principal, all accrued but unpaid interest and an amount equal to the sum of (1) all remaining interest payments that would otherwise be due through the end of the term and (2) the remaining unpaid balance of the

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•	The Parent Loan Notes, as amended, are fully guaranteed by AlphaCredit.

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*	As discussed in Note 1 and Note 2, certain adjustments were made to pawn service charges receivable, deferred taxes and associated goodwill balances.

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*	Amounts translated from Guatemalan quetzals and Canadian dollars as of the applicable period end. Certain disclosures omitted due to materiality considerations.

*	Excludes the potential impact of embedded derivatives.

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(a)	360,489 shares were withheld to satisfy related federal income tax withholding.

(a)	Awards with performance and time-based vesting provisions are generally valued based upon the underlying share price as of the issuance date.

*	Includes the majority of our corporate administrative costs. See Note 15 for information pertaining to segment contribution.

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The year ended September 30, 2018 includes a $2.1 million charge resulting from the remeasurement of our domestic net deferred tax assets based on the new corporate income tax rate as a result of the Act, as well as $2.6 million charge resulting from recording a valuation allowance against foreign tax credit carryforwards that do not meet the “more likely than not” threshold to be utilized as a result of tax law changes included in the Act.

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•	Each of our executive officers will receive salary continuation for one year if his or her employment is terminated without cause.

•	Generally, restricted stock awards, including those granted to the executive officers, provide for accelerated vesting of some or all of the unvested shares in the event of the holder’s death or disability.

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•	Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes.

•	Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override.

•	The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

•	Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures.

•	The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs.

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Leadership Experience — Our directors should demonstrate extraordinary leadership qualities. Strong leaders bring vision, strategic agility, diverse and global perspectives and broad business insight to the company. They demonstrate practical management experience, skills for managing change and deep knowledge of industries, geographies and risk management strategies relevant to our business. They have experience in identifying and developing the current and future leaders of the company.

•	Finance Experience — We believe that all directors should possess an understanding of finance and related reporting processes.

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Strategically Relevant Experience — Our directors should have business experience that is relevant to our strategic goals and objectives, including geographical and product expansion. We value experience in our high priority growth areas, including new or expanding geographies or customer segments and existing and new technologies; understanding of our business environments; and experience with, exposure to or reputation among a broad subset of our customer base.

•	Government Experience — Our business is subject to a variety of legislative and regulatory risks. Accordingly, we value experience in the legislative, judicial or regulatory branches of government or government relations.

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Matthew W. Appel — Mr. Appel joined EZCORP as a director in January 2015. He serves as Chair of the Audit Committee and is the Lead Independent Director (and, as such, served as Chair of the Nominating Committee). Mr. Appel spent 37 years in finance, administration and operations roles with a variety of companies, most recently Zale Corporation, an NYSE listed jewelry retailer, where he served as Chief Financial Officer from May 2009 to May 2011 and Chief Administrative Officer from May 2011 to July 2014 and co-led the successful turnaround of the company. Prior to joining Zale, Mr. Appel was Chief Financial Officer of EXL Service Holdings, Inc., a NASDAQ listed business process solutions company (February 2007 to May 2009); spent four years (February 2003 to February 2007) at Electronic Data Systems Corporation, serving as Vice President, Finance and Administration BPO and Vice President, BPO Management; and held a variety of finance and operations roles from 1984 to 2003 at Tenneco Inc., Affiliated

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Zena Srivatsa Arnold — Ms. Arnold has been a director since May 2019. She has over 15 years of experience in marketing, brand management, strategy development and business operations. She has spent almost six years with Google, currently serving as Global Head of Growth for Chromebooks. Her previous roles at Google have included General Manager, US Chromebooks (March 2018 to May 2019), Global Head of Marketing, Chromebooks and IoT (November 2016 to March 2018), Head of Americas Marketing, Google Play (April 2015 to October 2016) and Head of NA Marketing, Google Play (October 2013 to April 2015). Prior to joining Google, she spent over nine years in various brand management positions with Kellogg Company (August 2010 to October 2013) and Procter & Gamble (April 2004 to August 2010). Ms. Arnold began her professional career at General Electric Corporation, where she served as Product Manager, Server Solutions for GE Capital IT Solutions (April 2002 to April 2004). Ms. Arnold received a Bachelor of Science degree in Computer Science, with a minor in Business Marketing, from The Ohio State University. She was recognized in 2014 as one of Brand Innovators “40 Under 40,” and has received numerous other professional awards and recognitions.

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Shelaghmichael Brown — Ms. Brown joined EZCORP as a director in April 2019. She has more than 35 years of management experience in operations, brand and technology at a variety of financial services institutions and other companies. Ms. Brown retired from BBVA Compass in June 2011 as Senior Executive Vice President and Executive Officer Retail Banking, where she was responsible for a network of over 700 branches; online, mobile and other electronic banking platforms; traditional consumer and small business credit and deposit products; and marketing. Prior to joining BBVA Compass, Ms. Brown was President of RediClinic, Inc.; President and Chief Executive Officer of TeleCheck International, Inc.; and Executive Vice President, Manager-Retail Banking for JP Morgan Chase. Since 2012, Ms. Brown has served on the Board of Trust Managers of Weingarten Realty Investors, an NYSE-listed real estate investment trust, where she has been a member of the Management Development Committee and the Compensation Committee and is currently Chair of the Governance Committee. She also serves on the Board of Directors for BBVA USA Bancshares, Inc., where she is a member of the Risk Committee and the Audit Committee. Ms. Brown received an MBA from the University of Chicago and a Bachelor of Arts degree in American Studies from Wheaton College. She was recognized in 2009, 2010 and 2011 as one of the Top 25 Most Powerful Women in Banking by U.S. Banker. She is engaged in a variety of professional, civic and philanthropic activities, and currently serves as on the Board of Directors, and as Foundation Chairman, of CanCare, Inc.

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Phillip E. Cohen — Mr. Cohen has been a member of the Board of Directors and the Executive Chairman since September 2019. He has been an owner of, and advisor to, the Company for 30 years. He acquired the Company in 1989 and took it public in 1991 with an initial public offering of Class A Non-Voting Common Stock. Mr. Cohen has over 40 years of investment banking and financial advisory experience with a variety of firms, including Kuhn Loeb & Co. Incorporated (1973-1977), Lehman Brothers Kuhn Loeb Incorporated (1977-1979), The First Boston Corporation (1980), Oppenheimer & Co, Inc. (1980-1984), Morgan Schiff & Co., Inc. (1984-Present) and Madison Park LLC (2004 to Present). Mr. Cohen received a Bachelor of Commerce degree from the University of Melbourne and a Masters of Business Administration from Harvard University. Mr. Cohen is the sole stockholder of MS Pawn Corporation, which is the general partner of MS Pawn Limited Partnership, the owner of 100% of the outstanding shares of our Class B Voting Common Stock.

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Stuart I. Grimshaw — Mr. Grimshaw joined EZCORP in November 2014 as Executive Chairman and a member of the Board of Directors. He became Chief Executive Officer in February 2015. Prior to joining EZCORP, he was Managing Director and Chief Executive Officer of Bank of Queensland Limited (ASX: BOQ), a consumer banking and financial services institution with branches in every Australian state and territory. During his 30-year career in financial services, Mr. Grimshaw held a wide variety of other roles at various banking and finance companies. From 2009 to 2011, he was Chief Executive Officer of Caledonia Investments Pty Ltd. Prior to that, Mr. Grimshaw spent eight years at Commonwealth Bank of Australia, where he served as Group Executive, Premium Business Services (2006 to 2009), Group Executive, Wealth Management (2002 to 2006) and Chief Financial Officer (2001 to 2002). From 1991 to 2001, Mr. Grimshaw held a variety of roles at National Australia Bank (including Chief Executive Officer – Great Britain, and other executive roles in Credit, Institutional Banking, Corporate Financial Services and Global Business Financial Services). Mr. Grimshaw began his career at Australia and New Zealand Banking Group (1983 to 1991). Mr. Grimshaw represented New Zealand in Field Hockey at the 1984 Olympics and has a Bachelor of Commerce and Administration degree from Victoria University in Wellington, New Zealand and an MBA from Melbourne University. He has also completed the Program for Management Development at Harvard Business School. Mr. Grimshaw also serves as non-executive chairman of the board of directors of Cash Converters International Limited.

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Jason A. Kulas — Mr. Kulas has been a director since April 2019.  He spent over 25 years in financial analysis, investment banking and executive-level finance and operations roles with a variety of companies, most recently Santander Consumer USA Inc., a NYSE-listed auto finance company, where he served as Chief Executive Officer from 2015 to 2017, a director from 2007 to 2012 and from 2015 to 2017, President from 2013 to 2015 and Chief Financial Officer from 2007 to 2015.  Prior to joining Santander Consumer USA, Mr. Kulas was a Managing Director in Investment Banking with J.P. Morgan Chase & Co., where he was employed from 1995 to 2007 and managed JPMorgan’s South Region investment banking office.  He has also served as an Adjunct Professor of Marketing at Texas Christian University and as a Financial Analyst at Dun & Bradstreet.  Mr. Kulas currently serves on the Board of Directors for Exeter Finance, where he is a member of the Audit Committee, and CityLift Parking.  Mr. Kulas received an MBA with a concentration in Finance and Marketing from Texas Christian University and a Bachelor of Arts degree in Chemistry from Southern Methodist University.  He is engaged in a variety of civic and philanthropic activities and currently serves on the Board of Directors for Momentous Institute and Baylor Scott & White Dallas Foundation and the Executive Board of Dedman College at Southern Methodist University.

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Pablo Lagos Espinosa — Mr. Lagos joined EZCORP as a director in October 2010. He is Chair of the Compensation Committee, a member of the Audit Committee and a member of the Nominating Committee. Mr. Lagos served as President and Chief Executive Officer of Pepsi Bottling Group Mexico from 2006 to 2008 and as its Chief Operating Officer from 2003 to 2006. He previously held various executive management positions with Pepsi Bottling Group, PepsiCo Inc., Unilever Mexico and PepsiCola International, Inc., concentrating exclusively in Latin America. Since his retirement in December 2008, Mr. Lagos has been an investor and consultant in various private business ventures mainly in real estate development and senior living residential services, and has served as a keynote speaker on organizational leadership and management. He currently serves as Chairman of the Board and Executive President for the Mexican subsidiary of Areas, a Spanish global organization dedicated to restaurant and retailing operations in key public transportation hubs, and as Chairman of the board of Casa del Parque, a privately held enterprise focused on developing senior living residences in Mexico. He is also a member of the Mexican Advisory Board for Niagara Waters, a leading manufacturer of bottled water in the U.S. and Mexico.

•	Kent V. Stone — Mr. Stone joined EZCORP as a director in April 2019. He has 37 years of experience in consumer and small business banking, all with U.S. Bancorp, the fifth largest commercial bank in the U.S. His roles included Vice Chairman, Consumer Banking Sales and Support (2013-2017); Executive Vice President, Consumer Banking Strategic

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•

Gary L. Tillett — Mr. Tillett has been a director since April 2019. He has more than 35 years of experience in public accounting and business management. He spent 31 years at PricewaterhouseCoopers, where he progressed from entry-level staff to senior partner serving a variety of businesses in the Insurance Practice, the Transaction Services Practice and the U.S. Financial Services Practice. From 2005 to 2010, he was the Transactions Services Leader of the firm’s U.S. Financial Services Practice, leading a newly assembled team of professionals providing service to clients pursuing transactions in the financial services sector. At the time of his retirement from PwC in 2014, he was the Transaction Services Leader of the firm’s New York Metro Practice, where he led teams advising clients on complex transactions, including structuring, due diligence, valuation and financial reporting. Mr. Tillett left PwC in 2014 to take the role of Executive Vice President and Chief Financial Officer of Walter Investment Management Corp. (now Ditech Holding Corporation), a publicly traded independent originator and servicer of residential mortgage loans. Ditech initiated Chapter 11 bankruptcy proceedings in November 2017. Mr. Tillett retired from his position with Ditech in February 2018 after assisting with the development and execution of the company’s financial restructuring plan. Mr. Tillett received an MBA from the Manchester Business School at the University of Manchester and a Bachelor of Science degree with an emphasis in Accounting from the University of Texas at Dallas. He is a Certified Public Accountant.

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Robert W. K. (Robb) Webb — Mr. Webb joined EZCORP as a director in April 2019. He has 40 years of experience as a human resources and business leader in complex global business environments, including Chief Human Resources Officer at Tenet Healthcare Corporation (2016-2017); Executive Vice President & Chief Human Resources Officer at Hyatt Hotels Corporation (2007-2016); a variety of human resources and business process management roles with Citigroup and predecessor companies (1999-2007); Vice President, Human Resources & Organizational Effectiveness at Avco Financial Services Inc., a subsidiary of Textron Inc. (1988-1999); and various human resources and organizational development roles with Westinghouse Canada (1979-1988). Mr. Webb received an MBA from the University of Nebraska in 2004 and a Bachelor of Arts degree from McMaster University in Ontario, Canada in 1977. He has participated in advanced management programs at Stanford University and Harvard University. Mr. Webb serves as a director on the Human Rights Campaign Foundation Board, the Global Board of Operation Hope and the Advisory Board at Arena, and has served on the boards of the Dallas Regional Chamber of Commerce and Business for Social Responsibility.

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Rosa Zeegers — Ms. Zeegers has been a director since April 2019. She has over 30 years of experience in developing and implementing brand, marketing and retail strategies, as well as managing substantial businesses. She most recently served as Executive Vice President of Consumer Products & Experiences with National Geographic Partners, a joint venture of 21st Century Fox and The National Geographic Society (2016-2018). Prior to joining National Geographic Partners, Ms. Zeegers was the Chief Marketing Officer of Tween Brands, Inc. (2015); held a variety of marketing, brand and business development roles at Mattel, Inc. (2001-2014), including most recently, Senior Vice President, Global Business Development; and held a variety of marketing and brand management positions with KLM Royal Dutch Airlines (1995-2000). Ms. Zeegers began her career at Unilever PLC in The Netherlands, where she served in various marketing and sales positions of progressive responsibility. Ms. Zeegers holds a Masters Degree in Marketing from the Dutch Institute of Marketing and a Masters Degree in German Literature from Free University Amsterdam. She serves as a board member of The AHA Foundation, a nonprofit organization dedicated to the defense of women’s rights; a board member of the Full Story Foundation, a nonprofit educational organization; and a member of the advisory board of the Qiddiya Project, part of the Crown Prince of Saudi Arabia’s “Vision 2030.” She is regularly invited by educational and

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(1)	Mr. DeBenedictus left the Company effective December 1, 2019.

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•	A majority of the directors must be independent (Rule 5605(b)(1));

•	The audit committee must have a least three members, each of whom must be independent (Rule 5605(c)(2));

•	Executive officer compensation must be determined, or recommended to the board of directors for determination, by either (1) a majority of the independent directors or (2) a compensation committee comprised solely of independent directors (Rule 5605(d)); and

•	Director nominations must be selected, or recommended for the board’s selection, by either (1) a majority of the independent directors or (2) a nominations committee comprised solely of independent directors (Rule 5605(e)).

•

Audit Committee — The Audit Committee assists the Board in fulfilling its responsibility to provide oversight with respect to our financial statements and reports and other disclosures provided to stockholders, the system of internal controls, the audit process and legal and ethical compliance. Its primary duties include reviewing the scope and adequacy of our internal and financial controls and procedures; reviewing the scope and results of the audit plans of our independent and internal auditors; reviewing the objectivity, effectiveness and resources of the internal audit function; appraising our financial reporting activities and the accounting standards and principles followed; and reviewing and approving ethics and compliance policies. The Audit Committee also selects, engages, compensates and oversees our independent auditor and pre-approves all services to be performed by the independent auditing firm.

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•

Compensation Committee — The Compensation Committee reviews and approves, on behalf of the Board, the amounts and types of compensation to be paid to our executive officers; reviews and recommends to the full Board the amount and type of compensation to be paid to our non-employee directors; reviews and approves, on behalf of the Board, all bonus and equity compensation to be paid to our other team members; and administers our stock compensation plans. The Compensation Committee is comprised entirely of directors who satisfy the standards of independence described under “Part III, Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence.”

•

Nominating Committee — In November 2018, the Board of Directors formed and commissioned the Nominating Committee as a standing committee of the Board. The Nominating Committee assists the Board with respect to the selection and nomination of candidates for election or appointment to the Board, including making recommendations to the Board regarding the size and composition of the Board and its committees; recommending to the Board the qualifications needed or required of Board members; identifying and evaluating qualified individuals to become Board members; making recommendations to the full Board regarding the nomination of appropriate candidates; and assessing and monitoring each continuing and prospective director’s independence and qualification to serve on the Board and its committees. The Nominating Committee is comprised entirely of directors who satisfy the standards of independence described under “Part III, Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence.”

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(1)	Mr. Given served as Executive Chairman until September 12, 2019 but remains an executive officer in the position indicated.

(2)	Mr. Rotunda served as an executive officer during all of fiscal 2019 but retired effective October 4, 2019.

(3)	Mr. DeBenedictus served as an executive officer during all of fiscal 2019 but left the Company effective December 1, 2019.

•

Attract and retain high performers — We want to build and maintain an organization that achieves consistently high results. Therefore, we strive to pay at levels that will attract and retain high quality executives capable of sustaining high levels of performance and willing to be accountable for the achievement of results. In line with our philosophy of paying above market for market leading performance, a majority of executive compensation is in the form of incentives that are at risk, but offer significantly higher rewards for the achievement of outstanding results.

•	Align long-term interests of our shareholders and executives — Executives should be compensated through compensation components (base salaries, short- and long-term incentives) designed to drive sustained business performance, build an internal culture of ownership and create long-term value for our shareholders.

•

Pay for performance — We expect diligent effort, unwavering commitment and hard work from our executives, and our compensation plans should recognize and reward superior results that generate significant shareholder value. Actual realized compensation should reflect Company and individual performance against specific and quantifiable objectives. Executives should be compensated based on achievement of key operational, financial and strategic results. Compensation earned should align with our sustained performance in terms of profitability and shareholder value.

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•	The overall total direct compensation at target levels for the Company’s executives falls within range of the market 75th percentile (i.e., +/- 10% of the 75th percentile), with base salaries and total target cash generally above the market 75th percentile and long-term incentive values generally falling between the market median and the 75th percentile.

•	The Company is well-aligned with peers in terms of balancing reward opportunity and relative risk/difficulty of realization.

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•	The average mix of pay for the Company’s executives is more heavily weighted toward incentive-based pay than the market average, with CEO pay in particular being more heavily performance-based than peer company CEO.

•	The Company’s target short-term incentive opportunities as a percent of salary are generally above the market median, although the upside leverage in the Company’s short-term incentive programs is below typical market practice, resulting in a maximum total cash opportunity for the Company’s executives that falls just above the market 75th percentile.

•

The Company’s long-term incentive program design is more conservative than market practice due to (a) use of 100% performance-based equity vs. a significant time-vested component at most peer companies and (b) payouts capped at 100% of target vs. typical practice of providing maximum opportunities of 150% to 200% of target. Further, the Company’s equity grants generally cliff-vest at the end of a three-year performance period rather than the more typical pro rata vesting on an annual basis.

•

The mix of total direct compensation for the Company’s CEO is more heavily performance-based than peers and more heavily weighted toward short-term cash compensation, which places a relatively greater emphasis on producing short-term success. Pearl Meyer observed, however, that the CEO’s overall compensation included a significant long-term component providing balance and longer-term retention value.

•	The mix of total direct compensation for the Company’s other executives is similar to the market average in terms of balance between short-term and long-term, but the Company’s programs place more emphasis on performance-based pay (short-term and long-term incentive opportunities) relative to the market average.

•	Base salaries — The Committee determined that base salaries for the executive officers would be held flat for fiscal 2019 compared to fiscal 2018.

•

Annual incentive bonuses — At the beginning of the year, the Committee approved a short-term incentive (STI) bonus plan that established challenging business performance goals, including consolidated EBITDA (exclusive of the impact of Cash Converters International) of $109.8 million, a 20% increase over the reported EBITDA for fiscal 2018. The approved plan provided for separate performance calculations and payouts of each different business unit, all subject to a “Company Performance Gate,” which was set at $93.3 million of consolidated EBITDA. Recognizing that discrete non-operational items could negatively impact the Company’s reported financial results, the plan gave the Committee the right to make such discretionary EBITDA adjustments in calculating the STI payouts as it deemed appropriate.

•

At the end of the year, the Committee determined that consolidated EBITDA for fiscal 2019 (taking into account adjustments that it considered appropriate) was $100.6 million. The approved EBITDA adjustments included the impairments and income/loss from operations of Cash Converters International (excluded per plan design); new business development costs; search fees and additional costs for new members of our board of directors; the exclusion of net income from acquisitions not included in the operating plan at the beginning of the year; and other items deemed outside management’s control. Based on the approved adjusted EBITDA, the Committee approved corporate-level STI bonus payout at 70% of target and business unit payouts of 85% for U.S. Pawn, 0% for Empeño Fácil, 58% for GPMX, and 0% for CASHMAX (based on the EBITDA performance of each business unit).

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•

Long-term incentives — At the beginning of the year, the Committee approved long-term incentive (LTIP) awards that are 100% subject to performance-based vesting, contingent on the achievement of sustained earnings growth (measured by the annual growth rate in adjusted net income and adjusted diluted earnings per share). Awards vest based on performance measured at the end of a three-year performance period.

•	Base salary of $1,500,000 per year.

•	Incentive compensation opportunity of $1,500,000 per year, awarded in the form of cash-settled phantom stock units (“Units”) tied to the trading price of the Company’s Class A Non-Voting Common Stock, as follows:

•	Award — At the beginning of a fiscal year (the “Performance Year”), the number of Units awarded will be determined by dividing $1,500,000 by the stock price at the close of the immediately preceding fiscal year.

•

Vesting — The awarded Units will vest at the end of the Performance Year so long as the “Company Performance Gate” under the Company’s STI plan for the Performance Year has been achieved. The Company Performance Gate is the level of performance (generally measured in terms of adjusted EBITDA) needed to achieve any payout under the STI plan. Even if the Company Performance Gate is achieved, the Committee in its discretion may reduce the number of Units that vest based upon the Committee’s evaluation of Mr. Cohen’s performance during the Performance Year against Key Performance Indicators (KPIs).

•

Payout — The vested Units will be paid out in two installments. The first installment will be paid as soon as practicable after the end of the Performance Year and will be an amount of cash equal to 50% of the vested Units multiplied by the stock price at the end of the Performance Year. The second installment will be paid out at the end of the next fiscal year and will be an amount of cash equal to 50% of the vested Units multiplied by the stock price at that time.

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(a)	Mr. DeBenedictus’ annual base salary was increased from $350,000 to $425,000 effective November 1, 2017, and therefore, the amount of base salary paid to Mr. DeBenedictus during fiscal 2018 was $418,750. Like the other Named Executive Officers, he received no base salary increase for fiscal 2019.

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(a)

For Mr. Grimshaw and Mr. Given, 100% of their Target Opportunity is subject to the Business Performance Modifier. For each of the other Named Executive Officers, 50% of the Target Opportunity is subject to reduction based on the Individual Performance Modifier and then the Business Performance Modifier is applied to the resulting Target Opportunity. The Individual Performance Modifiers for Mr. Chism, Mr. Rotunda and Mr. DeBenedictus were recommended by the Chief Executive Officer and approved by the Compensation Committee. The Chief Executive Officer’s recommendations were based on his subjective evaluation of each executive's performance during the year relative to the Company's performance as a whole, with the expectation that only extraordinary performance would merit a 100% Individual Performance Modifier.

(b)

Mr. Given’s participation during fiscal 2019 is prorated at 100% of his Target Opportunity tied to the Business Performance Modifier from October 1, 2018 through September 12, 2019, when he assumed the position of Chief M&A and Strategic Funding Officer. In his new role, 50% of his Target Opportunity is subject to reduction based on the Individual Performance Modifier and then the Business Performance Modifier is applied to the resulting Target Opportunity.

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•	Each of our executive officers will receive salary continuation for one year if his or her employment is terminated by the Company without cause.

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•	Generally, restricted stock awards, including those granted to the executive officers, provide for accelerated vesting of some or all of the unvested shares or units in the event of the holder's death or disability.

•	Annual incentive compensation tied to achievement of profitable Company or business unit performance (as measured by consolidated and/or business unit EBITDA); and

•	Meaningful long-term equity incentive opportunities that are 100% performance-based and provide an incentive to deliver long-term growth in stockholder value as a result of sustained earnings growth, prudent balance sheet management or other measures.

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(1)

The amounts shown under “Salary” reflect the gross amounts of base salary paid to each of the Named Executive Officers during the fiscal years so noted. The fiscal 2017 amounts for Mr. Chism and Mr. DeBenedictus reflect the number of days during the fiscal year that he was employed by the Company. For Mr. DeBenedictus, the amount shown under All Other Compensation for fiscal 2017 includes the amounts we paid to him as a consultant prior to the start of his employment. See the table under “Other Benefits and Perquisites — All Other Compensation” below.

(2)

Amounts represent the aggregate grant date fair value of restricted stock or restricted stock unit awards, computed in accordance with FASB ASC 718-10-25. See Note 9 of Notes to Consolidated Financial Statements included in “Part II, Item 8 — Financial Statements and Supplementary Data.” The actual value realized by the Named Executive Officer with respect to stock awards will depend on whether the award vests and, if it vests, the market value of our stock on the date the stock is sold.

(3)	Amounts represent the bonuses paid pursuant to the Short-Term Incentive Compensation Plan. See “Compensation Discussion and Analysis — Components of Compensation — Annual Incentive Bonuses” above.

(4)	Amounts include the cost of providing various perquisites and personal benefits, as well as the value of our contributions to the company-sponsored 401(k) plan and Supplemental Executive Retirement Plan. For detail of the amounts shown for each Named Executive Officer, see the table under “Other Benefits and Perquisites — All Other Compensation” below.

(5)

Mr. Grimshaw and Mr. Given also serve on the board of directors of Cash Converters International Limited, with Mr. Grimshaw serving as non-executive chairman. The director fees paid to them by Cash Converters International Limited for fiscal 2019, fiscal 2018 and fiscal 2017 were as follows: Mr. Grimshaw, $119,678, $129,329 and $129,538, respectively; Mr. Given, $66,879, $72,272 and $81,009, respectively. These amounts are not included in the Summary Compensation Table, as they were paid by Cash Converters International Limited, which is not controlled by EZCORP.

(6)	Mr. Given served as Executive Chairman of the Board until September 12, 2019, when he resigned from the Board of Directors and assumed the executive officer position of Chief M&A and Strategic Funding Officer.

(7)	Mr. Rotunda retired from the Company effective October 4, 2019.

(8)

Mr. DeBenedictus became an executive officer effective May 2017. The 2017 Salary amount includes the salary we paid to Mr. DeBenedictus during fiscal 2017. The amounts shown under All Other Compensation for fiscal 2017 represent the amounts we paid to Transform Technology Services, a business and advisory firm wholly-owned by Mr. DeBenedictus, pursuant to consulting agreements between the Company and such firm. Mr. DeBenedictus left the Company effective December 1, 2019.

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(1)

These amounts represent the potential payouts under the fiscal 2019 Short-Term Incentive Compensation Plan. See “Compensation Discussion and Analysis — Components of Compensation — Annual Incentive Bonuses” above. The “Target” amount is the amount that will be paid if the specified performance goals are achieved at the target level (although the Compensation Committee may reduce any award if it chooses to do so). The “Threshold” amount reflects the amount that would be paid if the minimum performance goals are achieved, while the “Maximum” amount represents the maximum amount that will be paid if the maximum performance goals are achieved or exceeded. See the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table above for the amount of the actual payout for each of the Named Executive Officers.

(2)

These amounts represent the fiscal 2019 awards under the Long-Term Incentive Plan. See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above. The “Target” amount is the number of units that will vest if the specified performance goals are achieved at the target level. The “Threshold” amount reflects the number of units that will vest if the minimum performance goals are achieved for both the net income and EPS growth targets. No more than 100% of the Target number of units will vest; therefore, the “Maximum” amount is the same as the Target amount. Each unit represents the right to receive one share of Class A Common Stock upon vesting.

(3)	Represents the estimated grant date fair value of fiscal 2019 equity awards, assuming payout at “Target” level. This is the estimated amount of aggregate compensation cost we expect to recognize over the performance period, determined as of the grant date. See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above.

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(4)	Mr. Rotunda retired from the Company effective October 4, 2019. Under the terms of Mr. Rotunda’s LTIP award, Mr. Rotunda will retain these units subject to the applicable vesting provisions.

(5)	Mr. DeBenedictus left the Company effective December 1, 2019. In connection with his termination of employment, the Company agreed that he will retain a pro rata portion (one-third) of his unvested LTIP award subject to the applicable vesting provisions.

(1)	Market value is based on the closing price of our Class A Common Stock on September 30, 2019, the last market trading day of fiscal 2019 ($6.46).

(2)	These awards are scheduled to vest on September 30, 2021 subject to the attainment of specified net income and EPS growth objectives. See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above.

(3)	These awards are scheduled to vest on September 30, 2020 subject to the attainment of specified EBITDA growth objectives. See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above.

(4)	These awards vested on November 21, 2019 when the Compensation Committee certified that the applicable performance objectives (based on EBITDA growth) had been achieved. See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above.

(5)	Vesting of these awards is subject to the attainment of specified EBITDA growth objectives through September 30, 2020.

(6)	These awards vest through fiscal 2020 in specified amounts if the per-share trading price of our Class A Common Stock achieves specified levels ranging from $15 to $80.

(7)	Mr. Rotunda’s long-term incentive awards contain a special term providing for the continued vesting (rather than forfeiture) of all unvested awards in accordance with their terms (including corporate-level performance criteria) upon voluntarily retirement from his executive position with the Company, which occurred effective October 4, 2019.

(8)

Mr. DeBenedictus left the Company effective December 1, 2019, and in connection with his termination of employment, the Company agreed that he will retain a pro rata portion of his unvested LTIP awards (two-thirds in the case of the fiscal 2018 award and one-third in the case of the fiscal 2019 award) with such retained portions being subject to vesting in accordance with their terms (including corporate-level performance criteria).

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(1)	Computed using the fair market value of the stock on the date of vesting.

(2)	These awards vested on November 13, 2018 (market value, $9.12 per share) and are presented gross, exclusive of net shares withheld to satisfy individual tax withholding obligations.

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(1)	These amounts were included in the Summary Compensation Table above in the column labeled “All Other Compensation.”

(2)	These amounts were not included in the Summary Compensation Table as the earnings were not in excess of market rates.

(3)

Of the Aggregate Balance at September 30, 2019, the following amounts were previously reported as compensation in the Summary Compensation Tables for prior years: $400,000 for Mr. Grimshaw, $45,000 for Mr. Chism, $43,750 for Mr. DeBenedictus (reported in fiscal 2019 when Mr. DeBenedictus became a Named Executive Officer for the first time for fiscal 2017 and 2018), $240,000 for Mr. Given and $67,500 for Mr. Rotunda.

(1)

We provide a fully insured supplemental executive medical plan to certain executives, including all of the Named Executive Officers, to cover most healthcare costs in excess of amounts covered by our health insurance plans. The amounts shown represent the total premiums paid for the supplemental executive medical plan for each of the Named Executive Officers during each of the years presented. Additionally, in fiscal 2018, from January 1, 2018 through April 30, 2018, the Company carried a fully insured International Medical Plan for certain executives, including all of the Named Executive Officers, and canceled their participation in the group health plan during that time. The amount shown in 2018 includes these additional premiums paid on behalf of the Named Executive Officers.

(2)	Represents group life insurance premiums paid on behalf of the Named Executive Officers. The benefit provides life and accidental death and dismemberment coverage for the Named Executive Officers at three times annual salary up to a maximum of $1 million.

(3)	Includes Company contributions to the 401(k) plan and the Supplemental Executive Retirement Plan.

(4)	During fiscal 2017, we had a consulting agreement with Transform Technology Services, an business and advisory firm entity wholly-owned by Mr. DeBenedictus. The amounts shown represent the amount of consulting fees we paid to such firm pursuant to such consulting agreement prior to Mr. DeBenefictus becoming an executive officer in May 2017.

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(5)	The amounts shown as Other Benefits include the following:

•	Restricted Stock Award Agreements — The standard restricted stock award agreement pursuant to which we grant restricted stock or restricted stock units to our team members generally provides that vesting is accelerated in the event of the holder’s death or disability.

•	SERP Contributions — For all executives (including the Named Executive Officers), any unvested Company contributions to the SERP will vest in the case of death or disability of the participant or a change-in-control.

•	General severance benefits — We currently provide each of our executive officers with one-year salary continuation if his or her employment is terminated by the Company without cause.

(1)	Represents the number of shares subject to accelerated vesting (as described above), multiplied by the closing sales price of the Class A Common Stock on September 30, 2019 ($6.46).

(2)	Mr. Rotunda was fully vested in his SERP balance as of September 30, 2019.

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(1)

Amounts represent the aggregate grant date fair value of restricted stock awards, computed in accordance with FASB ASC 718-10-25. See Note 9 of Notes to Consolidated Financial Statements included in “Part II, Item 8 — Financial Statements and Supplementary Data.” The actual value realized by the director with respect to stock awards will depend on the market value of our stock on the date the stock is sold.

(2)	Mr. Creel and Mr. Cumins retired from the Board of Directors effective April 9, 2019, and their restricted stock awards were forfeited on that date.

(3)	Mr. Roberts retired from the Board of Directors effective October 23, 2018, prior to the award of restricted stock for fiscal 2019.

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(1)	Excludes 3,025,154 shares of restricted stock that were outstanding as of September 30, 2019.

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(a)	MS Pawn Corporation is the general partner of MS Pawn Limited Partnership and has the sole right to vote its shares of Class B Common Stock and to direct their disposition. Mr. Cohen is the sole stockholder of MS Pawn Corporation.

(b)	The number of shares and percentage reflect Class A Common Stock, inclusive of Class B Common Stock, shares of which are convertible to Class A Common Stock on a one-to-one basis.

(c)	As of September 30, 2019 based on Form 13F.

(d)	Includes 271,248 unvested restricted stock units expected to vest within 60 days, but excludes 100,000 other shares of unvested restricted stock and 596,162 unvested restricted stock units (each of which represents the right to receive one share upon vesting).

(e)

Group includes those persons who were serving as directors and executive officers on October 31, 2019. Number shown includes 2,298 shares held through the Company’s 401(k) retirement savings plan and 550,312 unvested restricted stock units expected to vest within 60 days, but excludes 212,880 shares of unvested restricted stock and 1,417,137 unvested restricted stock units (each of which represents the right to receive one share upon vesting).

*	Shares beneficially owned do not exceed one percent of Class A Common Stock.

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(a)

The Board’s determination that a director is independent was made on the basis of the standards for independence set forth in the Nasdaq Listing Rules. Under those standards, a person generally will not be considered independent if he or she has a relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq rules also describe specific relationships that will prevent a person from being considered independent.

(b)	Mr. Cohen, Mr. Given and Mr. Grimshaw are executive officers of the Company and, therefore, are not independent in accordance with the standards set forth in the Nasdaq Listing Rules.

(c)	Mr. Creel and Mr. Cumins retired from the Board of Directors effective April 9, 2019.

(d)

Mr. Cumins is the Executive Vice Chairman and a member of the board of directors of Cash Converters International Limited. Mr. Grimshaw serves as the non-executive chairman of the board of directors of Cash Converters International, and Mr. Given also serves on that board of directors. Because of this relationship, the Board did not treat Mr. Cumins as an independent director, even though he might qualify as such under the Nasdaq Listing Rules.

(e)	Mr. Roberts retired from the Board of Directors effective October 23, 2018.

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•	Report of Independent Registered Public Accounting Firm (2019 and 2018) — BDO USA, LLP

•	Consolidated Balance Sheets as of September 30, 2019 and 2018

•	Consolidated Statements of Operations for each of the three years in the period ended September 30, 2019

•	Consolidated Statements of Comprehensive (Loss) Income for each of the three years in the period ended September 30, 2019

•	Consolidated Statements of Cash Flows for each of the three years in the period ended September 30, 2019

•	Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended September 30, 2019

•	Notes to Consolidated Financial Statements.

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