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EZCORP INC - Quarter Report: 2019 March (Form 10-Q)

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
 
 
FORM 10-Q
 
 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019
or 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                         
Commission File No. 0-19424
ezcorplogoa54.jpg
EZCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware
74-2540145
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
2500 Bee Cave Road, Bldg One, Suite 200, Rollingwood, Texas
78746
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (512) 314-3400
 
 
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
Accelerated filer
x
Non-accelerated filer
¨
Smaller reporting company
¨
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
APPLICABLE ONLY TO CORPORATE ISSUERS:
The only class of voting securities of the registrant issued and outstanding is the Class B Voting Common Stock, par value $.01 per share, all of which is owned by an affiliate of the registrant. There is no trading market for the Class B Voting Common Stock.
As of April 25, 2019, 52,475,070 shares of the registrant’s Class A Non-voting Common Stock ("Class A Common Stock"), par value $.01 per share, and 2,970,171 shares of the registrant’s Class B Voting Common Stock, par value $.01 per share, were outstanding.


Table of Contents

EZCORP, Inc.
INDEX TO FORM 10-Q
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Table of Contents

PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EZCORP, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
 
March 31,
2019
 
March 31,
2018
 
September 30,
2018
 
 
 
 
 
 
 
(Unaudited)
 
 
Assets:
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
$
347,786

 
$
159,216

 
$
285,311

Pawn loans
173,138

 
159,410

 
198,463

Pawn service charges receivable, net
27,097

 
24,130

 
30,959

Inventory, net
173,348

 
158,642

 
166,997

Notes receivable, net
23,450

 
38,091

 
34,199

Prepaid expenses and other current assets
32,984

 
29,533

 
33,456

Total current assets
777,803

 
569,022

 
749,385

Investment in unconsolidated affiliates
29,387

 
46,509

 
49,500

Property and equipment, net
67,518

 
64,833

 
73,649

Goodwill
296,881

 
290,884

 
299,248

Intangible assets, net
58,503

 
45,728

 
54,923

Notes receivable, net
8,509

 
18,660

 
3,226

Deferred tax asset, net
10,119

 
15,087

 
7,986

Other assets
4,395

 
19,773

 
3,863

Total assets
$
1,253,115

 
$
1,070,496

 
$
1,241,780

 
 
 
 
 
 
Liabilities and equity:
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Current maturities of long-term debt, net
$
192,901

 
$
103,287

 
$
190,181

Accounts payable, accrued expenses and other current liabilities
58,696

 
60,538

 
57,958

Customer layaway deposits
13,564

 
12,225

 
11,824

Total current liabilities
265,161

 
176,050

 
259,963

Long-term debt, net
232,733

 
198,338

 
226,702

Deferred tax liability, net
9,012

 
2,525

 
8,817

Other long-term liabilities
6,450

 
9,359

 
6,890

Total liabilities
513,356

 
386,272

 
502,372

Commitments and contingencies (Note 8)


 


 


Stockholders’ equity:
 
 
 
 
 
Class A Non-voting Common Stock, par value $.01 per share; shares authorized: 100 million; issued and outstanding: 52,475,070 as of March 31, 2019; 51,494,246 as of March 31, 2018; and 51,614,746 as of September 30, 2018
524

 
515

 
516

Class B Voting Common Stock, convertible, par value $.01 per share; shares authorized: 3 million; issued and outstanding: 2,970,171
30

 
30

 
30

Additional paid-in capital
402,505

 
353,698

 
397,927

Retained earnings
386,650

 
373,560

 
386,622

Accumulated other comprehensive loss
(49,950
)
 
(40,247
)
 
(42,356
)
EZCORP, Inc. stockholders’ equity
739,759

 
687,556

 
742,739

Noncontrolling interest

 
(3,332
)
 
(3,331
)
Total equity
739,759

 
684,224

 
739,408

Total liabilities and equity
$
1,253,115

 
$
1,070,496

 
$
1,241,780

See accompanying notes to unaudited interim condensed consolidated financial statements.

1

Table of Contents

EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
(Unaudited)
 
(in thousands, except per share amounts)
Revenues:
 
 
 
 
 
 
 
Merchandise sales
$
121,260

 
$
114,945

 
$
242,284

 
$
228,533

Jewelry scrapping sales
10,380

 
11,525

 
19,661

 
23,738

Pawn service charges
81,799

 
74,031

 
165,318

 
150,053

Other revenues
1,291

 
1,897

 
3,162

 
4,244

Total revenues
214,730

 
202,398

 
430,425

 
406,568

Merchandise cost of goods sold
77,800

 
72,220

 
154,912

 
143,387

Jewelry scrapping cost of goods sold
8,833

 
9,574

 
16,883

 
19,911

Other cost of revenues
407

 
347

 
891

 
924

Net revenues
127,690

 
120,257

 
257,739

 
242,346

Operating expenses:
 
 
 
 
 
 
 
Operations
88,243

 
82,180

 
177,029

 
165,826

Administrative
16,487

 
13,341

 
31,742

 
26,420

Depreciation and amortization
7,012

 
6,451

 
13,860

 
12,174

(Gain) loss on sale or disposal of assets and other
(823
)
 
100

 
3,619

 
139

Total operating expenses
110,919

 
102,072

 
226,250

 
204,559

Operating income
16,771

 
18,185

 
31,489

 
37,787

Interest expense
8,589

 
5,829

 
17,380

 
11,676

Interest income
(3,126
)
 
(4,268
)
 
(6,465
)
 
(8,538
)
Equity in net (income) loss of unconsolidated affiliates
(431
)
 
(876
)
 
688

 
(2,326
)
Impairment of investment in unconsolidated affiliates
6,451

 

 
19,725

 

Other expense (income)
269

 
(4
)
 
(117
)
 
(186
)
Income from continuing operations before income taxes
5,019

 
17,504

 
278

 
37,161

Income tax expense
2,360

 
5,797

 
1,279

 
13,208

Income (loss) from continuing operations, net of tax
2,659

 
11,707

 
(1,001
)
 
23,953

Loss from discontinued operations, net of tax
(18
)
 
(500
)
 
(201
)
 
(722
)
Net income (loss)
2,641

 
11,207

 
(1,202
)
 
23,231

Net loss attributable to noncontrolling interest
(753
)
 
(374
)
 
(1,230
)
 
(989
)
Net income attributable to EZCORP, Inc.
$
3,394

 
$
11,581

 
$
28

 
$
24,220

 
 
 
 
 
 
 
 
Basic earnings per share attributable to EZCORP, Inc. — continuing operations
$
0.06

 
$
0.22

 
$

 
$
0.46

Diluted earnings per share attributable to EZCORP, Inc. — continuing operations
$
0.06

 
$
0.21

 
$

 
$
0.44

 
 
 
 
 
 
 
 
Weighted-average basic shares outstanding
55,445

 
54,464

 
55,236

 
54,447

Weighted-average diluted shares outstanding
55,463

 
57,624

 
55,247

 
56,642

See accompanying notes to unaudited interim condensed consolidated financial statements.

2

Table of Contents

EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
(Unaudited)
 
(in thousands)
Net income (loss)
$
2,641

 
$
11,207

 
$
(1,202
)
 
$
23,231

Other comprehensive (loss) gain:
 
 
 
 
 
 
 
Foreign currency translation (loss) gain, net of income tax (benefit) expense for our investment in unconsolidated affiliate of ($602) and ($515) for the three and six months ended March 31, 2019 respectively, and $6 and $182 for the three and six months ended March 31, 2018, respectively.
(1,211
)
 
5,945

 
(7,594
)
 
(529
)
Comprehensive income (loss)
1,430

 
17,152

 
(8,796
)
 
22,702

Comprehensive loss attributable to noncontrolling interest
(753
)

(228
)
 
(1,230
)

(883
)
Comprehensive income (loss) attributable to EZCORP, Inc.
$
2,183

 
$
17,380

 
$
(7,566
)
 
$
23,585

See accompanying notes to unaudited interim condensed consolidated financial statements.
EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 
Common Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive (Loss) Income
 
Noncontrolling Interest
 
Total Equity
 
Shares
 
Par Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Unaudited, except balances as of September 30, 2017)
 
(in thousands)
Balances as of September 30, 2017
54,398

 
$
544

 
$
348,532

 
$
347,885

 
$
(38,157
)
 
$
(2,449
)
 
$
656,355

Stock compensation

 

 
2,889

 

 

 

 
2,889

Release of restricted stock
66

 
1

 

 

 

 

 
1

Taxes paid related to net share settlement of equity awards

 

 
(311
)
 

 

 

 
(311
)
Foreign currency translation loss

 

 

 

 
(6,434
)
 
(40
)
 
(6,474
)
Net income (loss)

 

 

 
12,639

 

 
(615
)
 
12,024

Balances as of December 31, 2017
54,464

 
$
545

 
$
351,110

 
$
360,524

 
$
(44,591
)
 
$
(3,104
)
 
$
664,484

Stock compensation

 

 
2,588

 

 

 

 
2,588

Reclassification of stranded tax effects resulting from the Tax Cuts and Jobs Act

 

 

 
1,455

 
(1,455
)
 

 

Foreign currency translation gain

 

 

 

 
5,799

 
146

 
5,945

Net income (loss)

 

 

 
11,581

 

 
(374
)
 
11,207

Balances as of March 31, 2018
54,464

 
$
545

 
$
353,698

 
$
373,560

 
$
(40,247
)
 
$
(3,332
)
 
$
684,224


3

Table of Contents

 
Common Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive Loss
 
Noncontrolling Interest
 
Total Equity
 
Shares
 
Par Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Unaudited, except balances as of September 30, 2018)
 
(in thousands)
Balances as of September 30, 2018
54,585

 
$
546

 
$
397,927

 
$
386,622

 
$
(42,356
)
 
$
(3,331
)
 
$
739,408

Stock compensation

 

 
2,247

 

 

 

 
2,247

Release of restricted stock
860

 
8

 

 

 

 

 
8

Taxes paid related to net share settlement of equity awards

 

 
(3,288
)
 

 

 

 
(3,288
)
Transfer of subsidiary shares to noncontrolling interest

 

 
3,195

 

 

 
(3,195
)
 

Foreign currency translation loss

 

 

 

 
(6,383
)
 

 
(6,383
)
Net loss

 

 

 
(3,366
)
 

 
(477
)
 
(3,843
)
Balances as of December 31, 2018
55,445

 
$
554

 
$
400,081

 
$
383,256

 
$
(48,739
)
 
$
(7,003
)
 
$
728,149

Stock compensation

 

 
2,424

 

 

 

 
2,424

Deconsolidation of subsidiary

 

 

 

 

 
7,756

 
7,756

Foreign currency translation loss

 

 

 

 
(1,211
)
 

 
(1,211
)
Net income (loss)

 

 

 
3,394

 

 
(753
)
 
2,641

Balances as of March 31, 2019
55,445

 
$
554

 
$
402,505

 
$
386,650

 
$
(49,950
)
 
$

 
$
739,759

See accompanying notes to unaudited interim condensed consolidated financial statements.

4

Table of Contents

EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Six Months Ended March 31,
 
2019
 
2018
 
 
 
 
 
(Unaudited)
 
(in thousands)
Operating activities:
 
 
 
Net (loss) income
$
(1,202
)
 
$
23,231

Adjustments to reconcile net (loss) income to net cash flows from operating activities:
 
 
 
Depreciation and amortization
13,860

 
12,174

Amortization of debt discount and deferred financing costs
11,225

 
7,439

Accretion of notes receivable discount and deferred compensation fee
(2,492
)
 
(5,032
)
Deferred income taxes
358

 
2,801

Impairment of investment in unconsolidated affiliate
19,725

 

Other adjustments
1,265

 
1,081

Reserve on jewelry scrap receivable
3,646

 

Stock compensation expense
4,697

 
5,534

Loss (income) from investment in unconsolidated affiliates
688

 
(2,326
)
Changes in operating assets and liabilities, net of business acquisitions:
 
 
 
Service charges and fees receivable
3,797

 
4,644

Inventory
421

 
(628
)
Prepaid expenses, other current assets and other assets
(3,590
)
 
(2,982
)
Accounts payable, accrued expenses and other liabilities
(409
)
 
(5,357
)
Customer layaway deposits
1,810

 
1,128

Income taxes, net of excess tax benefit from stock compensation
(3,176
)
 
3,937

Net cash provided by operating activities
50,623

 
45,644

Investing activities:
 
 
 
Loans made
(353,537
)
 
(330,732
)
Loans repaid
225,695

 
220,267

Recovery of pawn loan principal through sale of forfeited collateral
142,656

 
134,870

Additions to property and equipment, net
(13,863
)
 
(19,251
)
Acquisitions, net of cash acquired
(627
)
 
(63,780
)
Principal collections on notes receivable
14,591

 
9,152

Net cash provided by (used in) investing activities
14,915

 
(49,474
)
Financing activities:
 
 
 
Taxes paid related to net share settlement of equity awards
(3,288
)
 
(311
)
Proceeds from borrowings, net of issuance costs
1,066

 

Payments on borrowings
(509
)
 

Net cash used in financing activities
(2,731
)
 
(311
)
Effect of exchange rate changes on cash and cash equivalents and restricted cash
(599
)
 
(238
)
Net increase (decrease) in cash, cash equivalents and restricted cash
62,208

 
(4,379
)
Cash, cash equivalents and restricted cash at beginning of period
285,578

 
163,868

Cash, cash equivalents and restricted cash at end of period
$
347,786

 
$
159,489

 
 
 
 
Non-cash investing and financing activities:
 
 
 
Pawn loans forfeited and transferred to inventory
$
151,211

 
$
134,952


See accompanying notes to unaudited interim condensed consolidated financial statements.

5

Table of Contents

EZCORP, Inc.
Notes to Interim Condensed Consolidated Financial Statements (Unaudited)
March 31, 2019
NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
When used in this report, the terms “we,” “us,” “our,” “EZCORP” and the “Company” mean EZCORP, Inc. and its consolidated subsidiaries, collectively.
We are a leading provider of pawn loans in the United States and Latin America. Pawn loans are non-recourse loans collateralized by tangible property. We also sell merchandise, primarily collateral forfeited from pawn lending operations and used merchandise purchased from customers, and operate a small number of financial services stores in Canada.
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Our management has included all adjustments it considers necessary for a fair presentation which are of a normal, recurring nature. All intercompany accounts and transactions have been eliminated in consolidation.
The accompanying financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended September 30, 2018 and as corrected below. The balance sheet as of September 30, 2018 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.
Our business is subject to seasonal variations, and operating results for the three and six months ended March 31, 2019 and 2018 (the "current quarter" and "current six-months" and "prior-year quarter" and "prior-year six-months," respectively) are not necessarily indicative of the results of operations for the full fiscal year.
There have been no changes in significant accounting policies as described in our Annual Report on Form 10-K for the year ended September 30, 2018, other than those described below.
Use of Estimates and Assumptions
The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, inventories, loan loss allowances, long-lived and intangible assets, share-based compensation, income taxes, contingencies and litigation. We base our estimates on historical experience, observable trends and various other assumptions that we believe are reasonable under the circumstances. We use this information to make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

6

Table of Contents

Corrections to Prior Period Financial Statements
During the current quarter, we identified errors in our previously reported financial statements during the ordinary course of account reviews and subsequent investigation of related accounts. None of the identified errors was material to any previously reported period. These have now been corrected in all periods presented. The errors relate primarily to the overstatement of historical balances of pawn service charges receivable resulting from errors in the configuration of information technology reports. These errors resulted in an overstatement of October 1, 2017 beginning retained earnings of $3.8 million. The impact of these corrections on the condensed consolidated financial statements is as follows (in thousands except per share amounts):
Condensed Consolidated Balance Sheets
 
March 31, 2018
 
As Previously Reported
 
Corrections
 
As Corrected
 
 
 
 
 
 
Cash and cash equivalents
$
159,912

 
$
(696
)
 
$
159,216

Pawn service charges receivable, net
30,493

 
(6,363
)
 
24,130

Prepaid expenses and other current assets
29,222

 
311

 
29,533

Goodwill
289,438

 
1,446

 
290,884

Deferred tax asset, net
13,842

 
1,245

 
15,087

Accounts payable, accrued expenses and other current liabilities
60,689

 
(151
)
 
60,538

Retained earnings
377,682

 
(4,122
)
 
373,560

Accumulated other comprehensive loss
(40,463
)
 
216

 
(40,247
)
 
September 30, 2018
 
As Previously Reported
 
Corrections
 
As Corrected
 
 
 
 
 
 
Cash and cash equivalents
$
286,015

 
$
(704
)
 
$
285,311

Pawn service charges receivable, net
38,318

 
(7,359
)
 
30,959

Prepaid expenses and other current assets
33,154

 
302

 
33,456

Goodwill
297,448

 
1,800

 
299,248

Deferred tax asset, net
7,165

 
821

 
7,986

Accounts payable, accrued expenses and other current liabilities
57,800

 
158

 
57,958

Retained earnings
392,180

 
(5,558
)
 
386,622

Accumulated other comprehensive loss
(42,616
)
 
260

 
(42,356
)
Condensed Consolidated Statements of Operations
 
Three Months Ended March 31, 2018
 
As Previously Reported
 
Corrections
 
As Corrected
 
 
 
 
 
 
Pawn service charges
$
74,367

 
$
(336
)
 
$
74,031

Operations expense
82,160

 
20

 
82,180

Income from continuing operations before income taxes
17,860

 
(356
)
 
17,504

Income tax expense
5,921

 
(124
)
 
5,797

Income from continuing operations, net of tax
11,939

 
(232
)
 
11,707

Basic earnings per share attributable to EZCORP, Inc. — continuing operations
$
0.23

 
$
(0.01
)
 
$
0.22

Diluted earnings per share attributable to EZCORP, Inc. — continuing operations
$
0.21

 
$

 
$
0.21


7

Table of Contents

 
Six Months Ended March 31, 2018
 
As Previously Reported
 
Corrections
 
As Corrected
 
 
 
 
 
 
Pawn service charges
$
150,727

 
$
(674
)
 
$
150,053

Operations expense
165,770

 
56

 
165,826

Administrative expense
26,659

 
(239
)
 
26,420

Income from continuing operations before income taxes
37,652

 
(491
)
 
37,161

Income tax expense
13,358

 
(150
)
 
13,208

Income from continuing operations, net of tax
24,294

 
(341
)
 
23,953

Basic earnings per share attributable to EZCORP, Inc. — continuing operations
$
0.46

 
$

 
$
0.46

Diluted earnings per share attributable to EZCORP, Inc. — continuing operations
$
0.45

 
$
(0.01
)
 
$
0.44

Condensed Consolidated Statements of Cash Flows
 
Six Months Ended March 31, 2018
 
As Previously Reported
 
Corrections
 
As Corrected
 
 
 
 
 
 
Net income
$
23,572

 
$
(341
)
 
$
23,231

Service charges and fees receivable
3,964

 
680

 
4,644

Accounts payable, accrued expenses and other liabilities
(5,006
)
 
(351
)
 
(5,357
)
Income taxes, net of excess tax benefit from stock compensation
4,085

 
(148
)
 
3,937

Net cash provided by operating activities*
45,804

 
(160
)
 
45,644

Effect of exchange rate changes on cash and cash equivalents and restricted cash
(227
)
 
(11
)
 
(238
)

*
As previously reported amount includes the impact of adoption of accounting policies described below.
Recently Adopted Accounting Policies
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 our fiscal 2019 on a prospective basis for all service contracts entered into after adoption, with no material impact upon adoption.
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 our 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 our fiscal 2019 on a prospective basis with no impact on our financial position, results of operations or cash flows.
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 our fiscal 2019 on a prospective basis, as applicable, with no impact on our financial position, results of operations or cash flows upon adoption.
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

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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.
We adopted this ASU and related guidance as of October 1, 2018 using the modified retrospective method. We evaluated the impact of ASC 606 on our consolidated financial position, results of operations, cash flows and disclosure requirements noting no material impact to our consolidated financial statements or disclosures. See Note 9 for disaggregated information about our sources of revenue. Additionally, we have concluded that ASC 606 does not impact our revenue recognition for pawn service charges or consumer loan fees as we believe neither of those revenue streams are within the scope of ASC 606.
The following is a summary of our current revenue recognition policies.
Pawn Service Charges Revenue
We record pawn service charges using the effective interest method over the life of the loan for all pawn loans we believe to be collectible. We base our estimate of collectible loans on several inputs, including recent redemption rates, historical trends in redemption rates and the amount of loans due in the following months. Unexpected variations in any of these factors could change our estimate of collectible loans, affecting our earnings and financial condition. If a pawn loan is not repaid, we value the forfeited collateral (inventory) at the lower of cost (pawn loan principal) or net realizable value of the item.
Merchandise and Related Sales Revenue
This revenue stream involves the sale of merchandise to retail customers in our pawn stores. The performance obligation is the delivery of the merchandise to the customer. Revenue and the related cost of merchandise sold is recognized at the time of sale. Customers have a very limited period of time to return merchandise for a refund or exchange, and actual returns for refunds are insignificant. Sales tax collected on the sale of merchandise is excluded from the amount recognized as sales and instead recorded as a liability in “Accounts payable, accrued expenses and other current liabilities” in our condensed consolidated balance sheets until remitted to the appropriate governmental authorities.
Jewelry Scrapping Sales Revenue
This revenue stream involves the sales of scrap (precious metals and stones) to refiners. The performance obligation is the legal transfer of scrap to the refiner. Revenue, and the related cost of scrap sold, is recognized when scrap inventory is provided to the refiner, which is when the customer obtains control of the promised good. The receivables outstanding at the end of a given reporting period are not material. Payment of the receivable from the customer is generally received within a short period of time after the legal transfer of the scrap materials to the refiner.
Other Revenue
Layaway fees, product protection plan revenues, and jewelry VIP package revenues are not significant.
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU 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

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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 our fiscal 2021.
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. Early adoption is permitted based upon guidance issued within the ASU. 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. Additionally, we are evaluating the disclosure requirements under this ASU and are identifying and preparing to implement changes to our accounting policies, practices and controls to support adoption of the ASU and have completed upgrades to our third-party software solution to support adoption. We will complete our implementation to allow for proper recognition, presentation and disclosure upon adoption of the ASU which is effective for our fiscal 2020. We currently plan to adopt this ASU using the optional 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.
Please refer to Note 1 of Notes to Consolidated Financial Statements included in "Part II, Item 8 — Financial Statements and Supplementary Data" of our Annual Report on Form 10-K for the year ended September 30, 2018 for discussion of our significant accounting policies and other accounting pronouncements issued but not yet adopted.
NOTE 2: ACQUISITIONS
Fiscal 2019 Acquisitions
In December 2018, we acquired assets related to five pawn stores in Mexico, for an aggregate purchase price of $0.3 million in cash, of which $0.1 million was recorded as goodwill. We have concluded that this acquisition was immaterial to our overall consolidated financial results and, therefore, have omitted certain information that would otherwise be required.
Fiscal 2018 Acquisition of Camira Administration Corp. and Subsidiaries (“GPMX”)
On October 6, 2017, we completed the acquisition of 100% of the outstanding stock of Camira Administration Corp. and subsidiaries (“GPMX”), a business that, at the time, owned and operated 112 stores located in Guatemala, El Salvador, Honduras and Peru for a total purchase price of $61.7 million. The GPMX acquisition significantly expanded our store base into Latin American countries outside of Mexico and provides us with a platform for further growth in the region. The accompanying condensed consolidated results of operations for the six months ended March 31, 2019 include the results of operations for GPMX, while the comparable prior-year period includes the results of GPMX for the period October 6, 2017 to March 31, 2018, affecting comparability of fiscal 2019 and 2018 year-to-date amounts. We have performed a valuation analysis of identifiable assets acquired and liabilities assumed and allocated the total consideration based on the fair values of those identifiable assets and liabilities.
All Other Fiscal 2018 Acquisitions
On June 25, 2018, June 11, 2018 and December 4, 2017, we acquired pawn stores operating in Mexico under the names “Montepio San Patricio,” "Presta Dinero" and "Bazareño," respectively. These acquisitions significantly strengthened our competitive position in existing regions, gave us a presence in new regions and allowed us to achieve synergies in management and administration. The accompanying condensed consolidated results of operations for the six months ended March 31, 2019 include the results of operations for these acquisitions, while the comparable prior-year periods only include the results of Bazareño for the period December 4, 2017 to March 31, 2018, affecting comparability of fiscal 2019 and 2018 amounts.
We have performed a valuation analysis of identifiable assets acquired and liabilities assumed and allocated the total consideration based on the fair values of those identifiable assets and liabilities for these acquisitions. During the first quarter of fiscal 2019, we finalized accounting for the Montepio San Patricio and Presta Dinero acquisitions, which were completed in fiscal 2018, and increased associated deferred tax assets by $1.8 million with an offsetting reduction in goodwill.

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NOTE 3: EARNINGS PER SHARE
Components of basic and diluted earnings per share and excluded antidilutive potential common shares are as follows:
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
(in thousands, except per share amounts)
Net income from continuing operations attributable to EZCORP (A)
$
3,412

 
$
12,081

 
$
229

 
$
24,942

Loss from discontinued operations, net of tax (B)
(18
)
 
(500
)
 
(201
)
 
(722
)
Net income attributable to EZCORP (C)
$
3,394

 
$
11,581

 
$
28

 
$
24,220

 
 
 
 
 
 
 
 
Weighted-average outstanding shares of common stock (D)
55,445

 
54,464

 
55,236

 
54,447

Dilutive effect of restricted stock and 2024 Convertible Notes*
18

 
3,160

 
11

 
2,195

Weighted-average common stock and common stock equivalents (E)
55,463


57,624


55,247


56,642

 
 
 
 
 
 
 
 
Basic earnings per share attributable to EZCORP:
 
 
 
 
 
 
 
Continuing operations (A / D)
$
0.06

 
$
0.22

 
$

 
$
0.46

Discontinued operations (B / D)

 
(0.01
)
 

 
(0.01
)
Basic earnings per share (C / D)
$
0.06

 
$
0.21

 
$

 
$
0.45

 
 
 
 
 
 
 
 
Diluted earnings per share attributable to EZCORP:
 
 
 
 
 
 
 
Continuing operations (A / E)
$
0.06

 
$
0.21

 
$

 
$
0.44

Discontinued operations (B / E)

 
(0.01
)
 

 
(0.01
)
Diluted earnings per share (C / E)
$
0.06

 
$
0.20

 
$

 
$
0.43

 
 
 
 
 
 
 
 
Potential common shares excluded from the calculation of diluted earnings per share above*:
 
 
 
 
 
 
 
Restricted stock**
2,991

 
3,596

 
2,789

 
3,278


*
See Note 6 for discussion of the terms and conditions of the potential impact of the 2019 Convertible Note Warrants, 2024 Convertible Notes and 2025 Convertible Notes.
**
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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NOTE 4: STRATEGIC INVESTMENTS
As of March 31, 2019, we owned 214,183,714 shares, or approximately 34.75%, of Cash Converters International Limited ("Cash Converters International"). The following tables present summary financial information for Cash Converters International’s most recently reported results after translation to U.S. dollars:
 
December 31,
 
2018
 
2017
 
 
 
 
 
(in thousands)
Current assets
$
172,836

 
$
203,664

Non-current assets
151,492

 
151,189

Total assets
$
324,328

 
$
354,853

 
 
 
 
Current liabilities
$
81,165

 
$
128,731

Non-current liabilities
22,109

 
14,559

Shareholders’ equity
221,054

 
211,563

Total liabilities and shareholders’ equity
$
324,328

 
$
354,853

 
Half-Year Ended December 31,
 
2018
 
2017
 
 
 
 
 
(in thousands)
Gross revenues
$
99,390

 
$
95,784

Gross profit
56,884

 
63,212

Net (loss) profit
(3,791
)
 
7,292


Through the first two quarters of fiscal 2019, the fair value of our investment in Cash Converters International, as estimated by reference to its quoted market price per share and the applicable foreign currency exchange rate, declined from its value at September 30, 2018 and ended each quarter below its carrying value. As of March 31, 2019 and December 31, 2018, we determined that our investment was impaired and that such impairment was other-than-temporary. In reaching this conclusion, we considered all available evidence, including evidence in existence as of September 30, 2018 as discussed in Note 4 of Notes to Consolidated Financial Statements included in "Part II, Item 8 — Financial Statements and Supplementary Data" of our Annual Report on Form 10-K for the year ended September 30, 2018. Additionally, we noted the following developments subsequent to September 30, 2018: (i) continued decline in Cash Converters International's share price; and (ii) ongoing uncertainty around remaining Queensland, Australia class action lawsuit. As a result, we recognized an other-than-temporary impairment in Cash Converters International of $13.3 million ($10.3 million, net of taxes) and $6.5 million ($5.0 million, net of taxes) during the first and second quarters of fiscal 2019, respectively.
The above impairments increased the difference between the amount at which our investment was carried and the amount of underlying equity in net assets of Cash Converters International and was recorded in “Impairment of investment in unconsolidated affiliate” in our condensed consolidated statements of operations in the “Other International” segment. We will continue to monitor the fair value of our investment in Cash Converters International for other-than-temporary impairments in future reporting periods and may record additional impairment charges should the fair value of our investment in Cash Converters International further decline below its carrying value for an extended period of time. See Note 5 for the fair value and carrying value of our investment in Cash Converters International.

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NOTE 5: FAIR VALUE MEASUREMENTS
Our assets and liabilities discussed below are classified in one of the following three categories based on the inputs used to develop their fair values: 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; and Level 3 — Unobservable inputs that are not corroborated by market data.
Recurring Fair Value Measurements
The tables below present our financial assets (liabilities) that were carried and measured at fair value on a recurring basis:
Financial Assets (Liabilities)
 
Balance Sheet Location
 
March 31, 2019
 
March 31, 2018
 
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
2019 Convertible Notes Hedges — Level 2
 
Prepaid expenses and other current assets
 
$

 
$

 
$
2,552

2019 Convertible Notes Hedges — Level 2
 
Other assets
 

 
16,042

 

2019 Convertible Notes Embedded Derivative — Level 2
 
Current maturities of long-term debt, net
 

 

 
(2,552
)
2019 Convertible Notes Embedded Derivative — Level 2
 
Long-term debt, net
 

 
(16,042
)
 


We measured the fair value of the cash-settled call options pertaining to the 2.125% Cash Convertible Senior Notes Due 2019 (the “2019 Convertible Notes Hedges”) and the 2019 Convertible Notes derivative instrument (the “2019 Convertible Notes Embedded Derivative”) using the Black-Scholes-Merton model based on observable Level 1 and Level 2 inputs such as conversion price of underlying shares, current share price, implied volatility, risk free interest rate and other factors. The volatility input used as of March 31, 2019 was 36% based on historically observed market inputs.
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.
Financial Assets and Liabilities Not Measured at Fair Value
The tables below present our financial assets and liabilities that were not measured at fair value on a recurring basis:
 
 
Carrying Value
 
Estimated Fair Value
 
 
March 31, 2019
 
March 31, 2019
 
Fair Value Measurement Using
 
 
Level 1
 
Level 2
 
Level 3
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
 
Notes receivable from Grupo Finmart, net
 
$
25,166

 
$
26,601

 
$

 
$

 
$
26,601

Zero-coupon convertible promissory note due January 2021
 
6,793

 
6,793

 

 

 
6,793

Investment in unconsolidated affiliates
 
29,387

 
29,387

 
26,611

 

 
2,776

 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
 
 
 
2019 Convertible Notes
 
$
192,688

 
$
193,440

 
$

 
$
193,440

 
$

2024 Convertible Notes
 
108,533

 
159,994

 

 
159,994

 

2025 Convertible Notes
 
122,918

 
151,179

 

 
151,179

 

8.5% unsecured notes due 2024
 
1,191

 
1,191

 

 

 
1,191

CASHMAX secured borrowing facility
 
304

 
1,105

 

 

 
1,105



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Carrying Value
 
Estimated Fair Value
 
 
March 31, 2018
 
March 31, 2018
 
Fair Value Measurement Using
 
 
Level 1
 
Level 2
 
Level 3
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
 
Notes receivable from Grupo Finmart, net
 
$
56,751

 
$
65,091

 
$

 
$

 
$
65,091

Investment in unconsolidated affiliates
 
46,509

 
46,926

 
46,926

 

 

 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
 
 
 
2019 Convertible Notes
 
$
182,296

 
$
206,856

 
$

 
$
206,856

 
$

2024 Convertible Notes
 
103,287

 
212,060

 

 
212,060

 


 
 
Carrying Value
 
Estimated Fair Value
 
 
September 30, 2018
 
September 30, 2018
 
Fair Value Measurement Using
 
 
Level 1
 
Level 2
 
Level 3
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
 
Notes receivable from Grupo Finmart, net
 
$
37,425

 
$
41,153

 
$

 
$

 
$
41,153

Investment in unconsolidated affiliates
 
49,500

 
49,500

 
49,500

 

 

 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
 
 
 
2019 Convertible Notes
 
$
187,433

 
$
189,150

 
$

 
$
189,150

 
$

2024 Convertible Notes
 
105,858

 
180,399

 

 
180,399

 

2025 Convertible Notes
 
119,736

 
161,253

 

 
161,253

 

8.5% unsecured notes due 2024
 
1,304

 
1,304

 

 

 
1,304


Based primarily on the short-term nature of cash and cash equivalents, pawn loans, pawn service charges receivable, current consumer loans, fees and interest receivable and other debt, we estimate that their carrying value approximates fair value. We consider our cash and cash equivalents to be measured using Level 1 inputs and our pawn loans, pawn service charges receivable, consumer loans, fees and interest receivable and other debt to be measured using Level 3 inputs. Significant increases or decreases in the underlying assumptions used to value pawn loans, pawn service charges receivable, consumer loans, fees and interest receivable and other debt could significantly increase or decrease these fair value estimates.
In March 2019, we deconsolidated a previously consolidated variable interest entity ("RDC") over which we no longer have the power to direct the activities that most significantly affect its economic performance. After the deconsolidation, we continue to hold the following interests in RDC:
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 has not received a qualified third party investment. These interests were recorded at a combined fair value of $2.8 million and included in "Investment in unconsolidated affiliates" in our condensed consolidated balance sheets.
A $9.1 million non-interest bearing convertible promissory note due January 2021, which is automatically convertible into a 10% equity interest when RDC has received a qualified third party investment. This note was recorded at its fair value of $6.8 million in "Notes receivable, net" in our condensed consolidated balance sheets.
In conjunction with the deconsolidation and recording of the above amounts, we recognized a loss of $0.3 million, included in "Other expense (income)" in our condensed consolidated statements of operations included in our "Other International" segment and in "Other adjustments" in our condensed consolidated statements of cash flows. The retained equity interest, call option and convertible promissory note were valued using a weighted discounted cash flow and market approach using Level 3 inputs. Significant increases or decreases in the underlying assumptions used to value these interests could significantly increase or decrease the fair value estimate.
In March 2019, we received $1.1 million in previously escrowed seller funds as a result of settling certain indemnification claims with the seller of GPMX. Subsequent to quarter end, we loaned the $1.1 million back to the seller of GPMX in exchange

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for a promissory note. The note bears interest at the rate of 2.89% per annum and is secured by certain marketable securities owned by the seller and held in a U.S. brokerage account. All principal and accrued interest is due and payable in April 2024.
Subsequent to the sale of Prestaciones Finmart, S.A.P.I. de C.V., SOFOM, E.N.R. ("Grupo Finmart") to Alpha Holding, S.A. de C.V. (“AlphaCredit”) in September 2016, we determined that we retained a variable interest in Grupo Finmart including notes receivable. We determined that we are not the primary beneficiary of Grupo Finmart subsequent to its disposition as we lack a controlling financial interest in Grupo Finmart. We measured the fair value of the notes receivable as of March 31, 2019 under a discounted cash flow approach considering the estimated credit ratings for Grupo Finmart and AlphaCredit and as determined with external consultation, with discount rates of primarily 7%. Certain of the significant inputs used for the valuation were not observable in the market. Included in the fair value of the notes receivable is the estimated fair value of the deferred compensation fee negotiated in September 2017, of which the ultimate amount to be received is dependent upon the timing of payment of the notes receivable. Significant increases or decreases in the underlying assumptions used to value the notes receivable could significantly increase or decrease these fair value estimates.
The inputs used to measure the fair value of the investment in unconsolidated affiliate Cash Converters International were considered Level 1 inputs. These inputs are comprised 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.
We measured the fair value of the 2019 Convertible Notes, 2024 Convertible Notes and 2025 Convertible Notes using quoted price inputs. The 2019 Convertible Notes, 2024 Convertible Notes and 2025 Convertible 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 6: DEBT
The following tables present our debt instruments outstanding as well as future principal payments due, contractual maturities and interest expense:
 
March 31, 2019
 
March 31, 2018
 
September 30, 2018
 
Gross Amount
 
Debt Discount and Issuance Costs
 
Carrying Amount
 
Gross Amount
 
Debt Discount and Issuance Costs
 
Carrying Amount
 
Gross Amount
 
Debt Discount and Issuance Costs
 
Carrying Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
2019 Convertible Notes
$
195,000

 
$
(2,312
)
 
$
192,688

 
$
195,000

 
$
(12,704
)
 
$
182,296

 
$
195,000

 
$
(7,567
)
 
$
187,433

2019 Convertible Notes Embedded Derivative

 

 

 
16,042

 

 
16,042

 
2,552

 

 
2,552

2024 Convertible Notes
143,750

 
(35,217
)
 
108,533

 
143,750

 
(40,463
)
 
103,287

 
143,750

 
(37,892
)
 
105,858

2025 Convertible Notes
172,500

 
(49,582
)
 
122,918

 

 

 

 
172,500

 
(52,764
)
 
119,736

8.5% unsecured notes due 2024*
1,191

 

 
1,191

 

 

 

 
1,304

 

 
1,304

CASHMAX secured borrowing facility*
1,105

 
(801
)
 
304

 

 

 

 

 

 

Total
$
513,546

 
$
(87,912
)
 
$
425,634

 
$
354,792

 
$
(53,167
)
 
$
301,625

 
$
515,106

 
$
(98,223
)
 
$
416,883

Less current portion
195,213

 
(2,312
)
 
192,901

 
143,750

 
(40,463
)
 
103,287

 
197,748

 
(7,567
)
 
190,181

Total long-term debt
$
318,333

 
$
(85,600
)
 
$
232,733

 
$
211,042

 
$
(12,704
)
 
$
198,338

 
$
317,358

 
$
(90,656
)
 
$
226,702


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


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Schedule of Contractual Maturities
 
Total
 
Less Than 1 Year
 
1 - 3 Years
 
3 - 5 Years
 
More Than 5 Years
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
2019 Convertible Notes*
$
195,000

 
$
195,000

 
$

 
$

 
$

2024 Convertible Notes*
143,750

 

 

 

 
143,750

2025 Convertible Notes*
172,500

 

 

 

 
172,500

8.5% unsecured notes due 2024
1,191

 
213

 
424

 
424

 
130

CASHMAX secured borrowing facility
1,105

 

 
1,105

 

 

 
$
513,546

 
$
195,213

 
$
1,529

 
$
424

 
$
316,380


*
Excludes the potential impact of embedded derivatives.
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
(in thousands)
2019 Convertible Notes:
 
 
 
 
 
 
 
Contractual interest expense
$
1,069

 
$
1,069

 
$
2,138

 
$
2,138

Amortization of debt discount and deferred financing costs
2,610

 
2,455

 
5,253

 
4,943

Total interest expense
$
3,679

 
$
3,524

 
$
7,391

 
$
7,081

 
 
 
 
 
 
 
 
2024 Convertible Notes:
 
 
 
 
 
 
 
Contractual interest expense
$
1,033

 
$
1,033

 
$
2,066

 
$
2,066

Amortization of debt discount and deferred financing costs
1,350

 
1,250

 
2,675

 
2,481

Total interest expense
$
2,383

 
$
2,283

 
$
4,741

 
$
4,547

 
 
 
 
 
 
 
 
2025 Convertible Notes:
 
 
 
 
 
 
 
Contractual interest expense
$
1,024

 
$

 
$
2,048

 
$

Amortization of debt discount and deferred financing costs
1,602

 

 
3,176

 

Total interest expense
$
2,626

 
$

 
$
5,224

 
$


2.375% Convertible Senior Notes Due 2025
In May 2018, we issued $172.5 million aggregate principal amount of 2.375% Convertible Senior Notes Due 2025 (the “2025 Convertible Notes”). The 2025 Convertible Notes were issued pursuant to an indenture dated May 14, 2018 (the "2018 Indenture") by and between us and Wells Fargo Bank, National Association, as the trustee. The 2025 Convertible Notes were issued in a private offering under Rule 144A under the Securities Act of 1933. The 2025 Convertible Notes pay interest semi-annually in arrears at a rate of 2.375% per annum on May 1 and November 1 of each year, commencing November 1, 2018, and mature on May 1, 2025 (the "2025 Maturity Date"), unless converted, redeemed or repurchased in accordance with their terms prior to such date. The carrying amount of the 2025 Convertible Notes as a separate equity-classified instrument (the “2025 Convertible Notes Embedded Derivative”) included in “Additional paid-in capital” in our condensed consolidated balance sheets of March 31, 2019 was $39.0 million. The effective interest rate for the three and six months ended March 31, 2019 was approximately 9%. As of March 31, 2019, the remaining unamortized debt discount and issuance costs will be amortized through the 2025 Maturity Date assuming no early conversion.
The 2025 Convertible Notes are convertible into cash or shares of Class A Non-Voting Common Stock ("Class A Common Stock"), or any combination thereof, at our option subject to satisfaction of certain conditions and during the periods described in the 2018 Indenture, based on an initial conversion rate of 62.8931 shares of Class A Common Stock per $1,000 principal amount of 2025 Convertible Notes (equivalent to an initial conversion price of $15.90 per share of our Class A Common Stock). We account for the Class A Common Stock issuable upon conversion under the treasury stock method. To the extent our average share price is over $15.90 per share for any fiscal quarter, we are required to recognize incremental dilution of our earnings per share.
If, among other triggers described in the 2018 Indenture, the market price of our Class A Common Stock meets the threshold based on at least 20 of the final 30 trading days of the quarter for the 2025 Convertible Notes to become convertible at the option of the holders during the subsequent quarter, we may be required to classify the 2025 Convertible Notes as current on

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our condensed consolidated balance sheets for each quarter in which such triggers are met. The stock trading price condition and other triggers are measured on a quarter-by-quarter basis and were not met as of March 31, 2019. As of March 31, 2019, the if-converted value of the 2025 Convertible Notes did not exceed the principal amount.
2.875% Convertible Senior Notes Due 2024
In July 2017, we issued $143.75 million aggregate principal amount of 2.875% Convertible Senior Notes Due 2024 (the “2024 Convertible Notes”). The 2024 Convertible Notes were issued pursuant to an indenture dated July 5, 2017 (the "2017 Indenture") by and between us and Wells Fargo Bank, National Association, as the trustee. The 2024 Convertible Notes were issued in a private offering under Rule 144A under the Securities Act of 1933. The 2024 Convertible Notes pay interest semi-annually in arrears at a rate of 2.875% per annum on January 1 and July 1 of each year, commencing January 1, 2018, and mature on July 1, 2024 (the "2024 Maturity Date"), unless converted, redeemed or repurchased in accordance with their terms prior to such date. The carrying amount of the 2024 Convertible Notes as a separate equity-classified instrument (the “2024 Convertible Notes Embedded Derivative”) included in “Additional paid-in capital” in our condensed consolidated balance sheets of March 31, 2019 was $25.3 million. The effective interest rate for the three and six months ended March 31, 2019 was approximately 9%. As of March 31, 2019, the remaining unamortized debt discount and issuance costs will be amortized through the 2024 Maturity Date assuming no early conversion.
The 2024 Convertible Notes are convertible into cash or shares of Class A Common Stock, or any combination thereof, at our option subject to satisfaction of certain conditions and during the periods described in the 2017 Indenture, based on an initial conversion rate of 100 shares of Class A Common Stock per $1,000 principal amount of 2024 Convertible Notes (equivalent to an initial conversion price of $10.00 per share of our Class A Common Stock). We account for the Class A Common Stock issuable upon conversion under the treasury stock method. To the extent our average share price is over $10.00 per share for any fiscal quarter, we are required to recognize incremental dilution of our earnings per share.
If, among other triggers described in the 2017 Indenture, the market price of our Class A Common Stock meets the threshold based on at least 20 of the final 30 trading days of the quarter for the 2024 Convertible Notes to become convertible at the option of the holders during the subsequent quarter, we may be required to classify the 2024 Convertible Notes as current on our condensed consolidated balance sheets for each quarter in which such triggers are met. The stock trading price condition and other triggers are measured on a quarter-by-quarter basis and were not met as of March 31, 2019. As of March 31, 2019, the if-converted value of the 2024 Convertible Notes did not exceed the principal amount.
2.125% Cash Convertible Senior Notes Due 2019
In June 2014, we issued $200 million aggregate principal amount of 2.125% Cash Convertible Senior Notes Due 2019 (the "2019 Convertible Notes"), with an additional $30 million principal amount of 2019 Convertible Notes issued in July 2014. In July 2017, we used $34.4 million of net proceeds from the 2024 Convertible Notes offering to repurchase and retire $35.0 million aggregate principal amount of 2019 Convertible Notes. The 2019 Convertible Notes were issued pursuant to an indenture dated June 23, 2014 (the "2014 Indenture") by and between us and Wells Fargo Bank, National Association, as the trustee. The 2019 Convertible Notes were issued in a private offering and resold under Rule 144A under the Securities Act of 1933. The 2019 Convertible Notes pay interest semi-annually in arrears at a rate of 2.125% per annum on June 15 and December 15 of each year and mature on June 15, 2019 (the "2019 Maturity Date"), unless converted, redeemed or repurchased in accordance with their terms prior to such date. The effective interest rate for the three and six months ended March 31, 2019 was approximately 8%. As of March 31, 2019, the remaining unamortized debt discount and issuance costs will be amortized through the 2019 Maturity Date assuming no early conversion.
The 2019 Convertible Notes are convertible into cash, subject to satisfaction of certain conditions and during the periods described in the 2014 Indenture, based on an initial conversion rate of 62.2471 shares of Class A Common Stock per $1,000 principal amount of 2019 Convertible Notes (equivalent to an initial conversion price of approximately $16.065 per share of our Class A Common Stock). As of March 31, 2019, the if-converted value of the 2019 Convertible Notes did not exceed the principal amount.
2019 Convertible Notes Hedges
In connection with the issuance of the 2019 Convertible Notes, we purchased cash-settled call options (the “2019 Convertible Notes Hedges”) in privately negotiated transactions with certain of the initial purchasers or their affiliates (in this capacity, the “Option Counterparties”). The 2019 Convertible Notes Hedges provide us with the option to acquire, on a net settlement basis, approximately 12.1 million shares of our Class A Common Stock at a strike price of $16.065, which is equal to the number of shares of our Class A Common Stock that notionally underlie the 2019 Convertible Notes and corresponds to the conversion price of the 2019 Convertible Notes. If we exercise the 2019 Convertible Notes Hedges, the aggregate amount of cash we will

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receive from the Option Counterparties will cover the aggregate amount of cash that we would be required to pay to the holders of the converted 2019 Convertible Notes, less the principal amount thereof.
2019 Convertible Notes Warrants
In connection with the issuance of the 2019 Convertible Notes, we also sold net-share-settled warrants (the “2019 Convertible Notes Warrants”) in privately negotiated transactions with the Option Counterparties. The 2019 Convertible Notes Warrants allow for the purchase of up to approximately 12.1 million shares of our Class A Common Stock at a strike price of $20.83 per share. We account for the Class A Common Stock issuable upon exercise under the treasury stock method. As a result of the 2019 Convertible Notes Warrants and related transactions, we are required to recognize incremental dilution of our earnings per share to the extent our average share price is over $20.83 for any fiscal quarter. The 2019 Convertible Notes Warrants expire on various dates from September 2019 through February 2020 and must be settled in net shares of our Class A Common Stock.
CASHMAX Secured Borrowing Facility
In November 2018 we entered into a receivables securitization facility with a third-party lender (the "lender") to provide funding for installment loan originations in our Canadian CASHMAX business. Under the facility, an unconsolidated variable interest entity (the "trust") has the right, subject to various conditions, to borrow up to CAD $25 million from the lender (the "third-party loan") and use the proceeds to purchase interests in installment loan receivables generated by CASHMAX. The trust uses collections on the transferred receivables to pay various amounts in accordance with an agreed priority arrangement, including expenses, its obligations under the third-party loan and, to the extent available, amounts owned to CASHMAX with respect to the purchase price of the transferred receivables and CASHMAX's retained interest in the receivables. CASHMAX has no obligation with respect to the third-party loan or the transferred receivables except to (a) service the underlying installment loans on behalf of the trust and (b) pay amounts owing under or repurchase the underlying installment loans in the event of a breach by CASHMAX or in certain other limited circumstances. The facility is generally nonrecourse to EZCORP. The amount outstanding under the facility as of March 31, 2019 was $1.1 million.
NOTE 7: STOCK COMPENSATION
On May 1, 2010 our Board of Directors approved the adoption of the EZCORP, Inc. 2010 Long-Term Incentive Plan (the “2010 Plan”). As of September 30, 2018, the 2010 Plan permitted grants of options, restricted stock awards and stock appreciation rights covering up to 5,085,649 shares of our Class A Common Stock. In November 2018, the Board of Directors and the voting stockholder approved the addition of 400,000 shares to the 2010 Plan.
In April 2019, we granted our six new non-employee directors a total of 51,504 restricted stock awards. In November 2018, we granted 1,008,998 restricted stock unit awards to employees and 59,812 restricted stock awards to non-employee directors with a grant date fair value of primarily $9.18 per share. The number of long-term incentive award shares and units granted are generally determined based on our share price as of October 1 each year, which was $10.51 for these fiscal 2019 awards. The awards granted to employees vest on September 30, 2021, subject to the achievement of certain adjusted net income and adjusted diluted earnings per share performance targets. As of December 31, 2018, we considered the achievement of these performance targets probable. The awards granted to non-employee directors vest on September 30, 2019 and are subject only to service conditions.
NOTE 8: CONTINGENCIES
We are involved in various claims, suits, investigations and legal proceedings, including those described below. We are unable to determine the ultimate outcome of any current litigation or regulatory actions. An unfavorable outcome could have a material adverse effect on our financial condition, results of operations or liquidity. We have not recorded a liability for any of these matters as of March 31, 2019 because we do not believe at this time that any loss is probable or that the amount of any probable loss can be reasonably estimated. The following is a description of significant proceedings.
Federal Securities Litigation — On July 20, 2015, Wu Winfred Huang, a purported holder of Class A Common Stock, for himself and on behalf of other similarly situated holders of Class A Common Stock, filed a lawsuit in the United States District Court for the Western District of Texas styled Huang v. EZCORP, Inc., et al. (Case No. 1:15-cv-00608-SS). The complaint names as defendants EZCORP, Inc., Stuart I. Grimshaw (our chief executive officer) and Mark E. Kuchenrither (our former chief financial officer) and asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The original complaint related to the Company’s announcement on July 17, 2015 that it will restate the financial statements for fiscal 2014 and the first quarter of fiscal 2015, and alleged generally that the Company issued materially false or misleading statements concerning the Company, its finances, business operations and prospects and that the Company misrepresented the financial performance of the Grupo Finmart business.

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On August 14, 2015, a substantially identical lawsuit, styled Rooney v. EZCORP, Inc., et al. (Case No. 1:15-cv-00700-SS) was also filed in the United States District Court for the Western District of Texas. On September 28, 2015, the plaintiffs in these two lawsuits filed an agreed stipulation to be appointed co-lead plaintiffs and agreed that their two actions should be consolidated. On November 3, 2015, the Court entered an order consolidating the two actions under the caption In re EZCORP, Inc. Securities Litigation (Master File No. 1:15-cv-00608-SS), and appointed the two plaintiffs as co-lead plaintiffs, with their respective counsel appointed as co-lead counsel.
On January 11, 2016, the plaintiffs filed an Amended Class Action Complaint (the "Amended Complaint"). In the Amended Complaint, the plaintiffs seek to represent a class of purchasers of our Class A Common Stock between November 6, 2012 and October 20, 2015. The Amended Complaint asserts that the Company and Mr. Kuchenrither violated Section 10(b) of the Securities Exchange Act and Rule 10b-5, issued materially false or misleading statements throughout the proposed class period concerning the Company and its internal controls, specifically regarding the financial performance of Grupo Finmart. The plaintiffs also allege that Mr. Kuchenrither, as a controlling person of the Company, violated Section 20(a) of the Securities Exchange Act. The Amended Complaint does not assert any claims against Mr. Grimshaw. On February 25, 2016, defendants filed a motion to dismiss the lawsuit. The plaintiff filed an opposition to the motion to dismiss on April 11, 2016, and the defendants filed their reply on May 11, 2016. The Court held a hearing on the motion to dismiss on June 22, 2016.
On October 18, 2016, the Court granted the defendants’ motion to dismiss and dismissed the Amended Complaint without prejudice. The Court gave the plaintiffs 20 days (until November 7, 2016) to file a further amended complaint. On November 4, 2016, the plaintiffs filed a Second Amended Consolidated Class Action Complaint (“Second Amended Complaint”). The Second Amended Complaint raises the same claims dismissed by the Court on October 18, 2016, except plaintiffs now seek to represent a class of purchasers of EZCORP’s Class A Common Stock between November 7, 2013 and October 20, 2015 (instead of between November 6, 2012 and October 20, 2015). On December 5, 2016, defendants filed a motion to dismiss the Second Amended Compliant. The plaintiffs filed their opposition to the motion to dismiss on January 6, 2017, and the defendants filed their reply brief on January 20, 2017.
On May 8, 2017, the Court granted the defendants’ motion to dismiss with regard to claims related to accounting errors relating to Grupo Finmart’s bad debt reserve calculations for “nonperforming” loans, but denied the motion to dismiss with regard to claims relating to accounting errors related to certain sales of loan portfolios to third parties.
Following discovery on the surviving claims, the plaintiff filed a Motion for Leave to File a Third Amended Complaint, seeking to revive the "nonperforming" loan claims that the Court previously dismissed. We opposed that motion, and on May 14, 2018, the Court heard oral arguments on the motion, as well as plaintiff's Motion for Class Certification and Appointment of Class Representative and Class Counsel, which was also pending.
On July 26, 2018, the Court granted the plaintiff's motion for leave to amend, thus accepting the Third Amended Consolidated Class Action Complaint, and we filed our answer on August 3, 2018. On August 31, 2018, the plaintiff filed an Amended Motion for Class Certification and Appointment of Class Representative and Class Counsel, and we filed our opposition on September 28, 2018. On February 19, 2019, the Court issued an order certifying the class and approving the class representative and class counsel. On March 5, 2019, we requested an appeal of that order to the U.S. Fifth Circuit Court of Appeals, and on March 25, 2019, the Fifth Circuit Court of Appeals granted the appeal.
We cannot predict the outcome of the litigation, but we intend to continue to defend vigorously against all allegations and claims.
SEC Investigation — On October 23, 2014, we received a notice from the Fort Worth Regional Office of the SEC that it was conducting an investigation into certain matters involving EZCORP, Inc. The notice was accompanied by a subpoena, directing us to produce a variety of documents, including all minutes and materials related to Board of Directors and Board committee meetings since January 1, 2009 and all documents and communications relating to our historical advisory services relationship with Madison Park (the business advisory firm owned by Mr. Cohen) and LPG Limited (a business advisory firm owned by Lachlan P. Given, our current Executive Chairman of the Board). The SEC also issued subpoenas to current and former members of our Board of Directors requesting production of similar documents, as well as to certain third parties, and conducted interviews with certain individuals.
On March 1, 2019, the SEC issued an order imposing sanctions against Mark Kuchenrither, our former Chief Financial Officer, for allegedly misrepresenting certain financial projections that formed the basis of a fairness opinion that the Audit Committee relied on in approving the compensation to be paid to Madison Park for fiscal 2014. The SEC alleged that Mr. Kuchenrither's conduct constituted negligence and violated, among other things, Section 17(a)(3) of the Securities Act of 1933 and Rule 13a-14 of the Securities Exchange Act of 1934. Mr. Kuchenrither, without admitting or denying the SEC's allegations or findings, consented to the entry of the order in order to settle the proceedings, and agreed to pay a civil money penalty of $50,000. The

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SEC has not raised any claims against the Company or any of its current or former directors and officers, other than Mr. Kuchenrither.

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NOTE 9: SEGMENT INFORMATION
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 International — primarily our equity interest in the net income of Cash Converters International and consumer finance activities in Canada. There are no inter-segment revenues, and the amounts below were determined in accordance with the same accounting principles used in our condensed consolidated financial statements.
 
Three Months Ended March 31, 2019
  
U.S. Pawn
 
Latin America Pawn
 
Other
International
 
Total Segments
 
Corporate Items
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Merchandise sales
$
96,632

 
$
24,628

 
$

 
$
121,260

 
$

 
$
121,260

Jewelry scrapping sales
7,916

 
2,464

 

 
10,380

 

 
10,380

Pawn service charges
61,798

 
20,001

 

 
81,799

 

 
81,799

Other revenues
43

 
25

 
1,223

 
1,291

 

 
1,291

Total revenues
166,389

 
47,118

 
1,223

 
214,730

 

 
214,730

Merchandise cost of goods sold
60,928

 
16,872

 

 
77,800

 

 
77,800

Jewelry scrapping cost of goods sold
6,571

 
2,262

 

 
8,833

 

 
8,833

Other cost of revenues

 

 
407

 
407

 

 
407

Net revenues
98,890

 
27,984

 
816

 
127,690

 

 
127,690

Segment and corporate expenses (income):
 
 
 
 
 
 
 
 
 
 
 
Operations
67,475

 
18,223

 
2,545

 
88,243

 

 
88,243

Administrative

 

 

 

 
16,487

 
16,487

Depreciation and amortization
2,982

 
1,495

 
77

 
4,554

 
2,458

 
7,012

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

 
(839
)
 
16

 
(823
)
 

 
(823
)
Interest expense

 
50

 
132

 
182

 
8,407

 
8,589

Interest income

 
(431
)
 

 
(431
)
 
(2,695
)
 
(3,126
)
Equity in net income of unconsolidated affiliates

 

 
(431
)
 
(431
)
 

 
(431
)
Impairment of investment in unconsolidated affiliates

 

 
6,451

 
6,451

 

 
6,451

Other expense (income)

 
29

 
262

 
291

 
(22
)
 
269

Segment contribution (loss)
$
28,433

 
$
9,457

 
$
(8,236
)
 
$
29,654

 
 
 
 
Income from continuing operations before income taxes
 
 
 
 
 
 
$
29,654

 
$
(24,635
)
 
$
5,019


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Three Months Ended March 31, 2018
  
U.S. Pawn
 
Latin America Pawn
 
Other
International
 
Total Segments
 
Corporate Items
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Merchandise sales
$
94,753

 
$
20,192

 
$

 
$
114,945

 
$

 
$
114,945

Jewelry scrapping sales
8,177

 
3,348

 

 
11,525

 

 
11,525

Pawn service charges
59,027

 
15,004

 

 
74,031

 

 
74,031

Other revenues
76

 
174

 
1,647

 
1,897

 

 
1,897

Total revenues
162,033

 
38,718

 
1,647

 
202,398

 

 
202,398

Merchandise cost of goods sold
58,537

 
13,683

 

 
72,220

 

 
72,220

Jewelry scrapping cost of goods sold
6,512

 
3,062

 

 
9,574

 

 
9,574

Other cost of revenues

 

 
347

 
347

 

 
347

Net revenues
96,984

 
21,973

 
1,300

 
120,257

 

 
120,257

Segment and corporate expenses (income):
 
 
 
 
 
 
 
 
 
 
 
Operations
65,190

 
15,015

 
1,975

 
82,180

 

 
82,180

Administrative

 

 

 

 
13,341

 
13,341

Depreciation and amortization
3,531

 
916

 
47

 
4,494

 
1,957

 
6,451

Loss (gain) on sale or disposal of assets
107

 
(5
)
 

 
102

 
(2
)
 
100

Interest expense

 
2

 

 
2

 
5,827

 
5,829

Interest income

 
(763
)
 

 
(763
)
 
(3,505
)
 
(4,268
)
Equity in net income of unconsolidated affiliates

 

 
(876
)
 
(876
)
 

 
(876
)
Other (income) expense
1

 
(1
)
 
(35
)
 
(35
)
 
31

 
(4
)
Segment contribution
$
28,155

 
$
6,809

 
$
189

 
$
35,153

 
 
 
 
Income from continuing operations before income taxes
 
 
 
 
 
 
$
35,153

 
$
(17,649
)
 
$
17,504


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Six Months Ended March 31, 2019
  
U.S. Pawn
 
Latin America Pawn
 
Other
International
 
Total Segments
 
Corporate Items
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Merchandise sales
$
191,735

 
$
50,549

 
$

 
$
242,284

 
$

 
$
242,284

Jewelry scrapping sales
14,468

 
5,193

 

 
19,661

 

 
19,661

Pawn service charges
126,023

 
39,295

 

 
165,318

 

 
165,318

Other revenues
91

 
67

 
3,004

 
3,162

 

 
3,162

Total revenues
332,317

 
95,104

 
3,004

 
430,425

 

 
430,425

Merchandise cost of goods sold
120,076

 
34,836

 

 
154,912

 

 
154,912

Jewelry scrapping cost of goods sold
12,081

 
4,802

 

 
16,883

 

 
16,883

Other cost of revenues

 

 
891

 
891

 

 
891

Net revenues
200,160

 
55,466

 
2,113

 
257,739

 

 
257,739

Segment and corporate expenses (income):
 
 
 
 
 
 
 
 
 
 
 
Operations
135,435

 
36,419

 
5,175

 
177,029

 

 
177,029

Administrative

 

 

 

 
31,742

 
31,742

Depreciation and amortization
6,017

 
2,917

 
118

 
9,052

 
4,808

 
13,860

Loss on sale or disposal of assets and other
2,852

 
751

 
16

 
3,619

 

 
3,619

Interest expense

 
79

 
204

 
283

 
17,097

 
17,380

Interest income

 
(850
)
 

 
(850
)
 
(5,615
)
 
(6,465
)
Equity in net loss of unconsolidated affiliates

 

 
688

 
688

 

 
688

Impairment of investment in unconsolidated affiliates

 

 
19,725

 
19,725

 

 
19,725

Other (income) expense

 
(97
)
 
284

 
187

 
(304
)
 
(117
)
Segment contribution (loss)
$
55,856

 
$
16,247

 
$
(24,097
)
 
$
48,006

 
 
 
 
Income from continuing operations before income taxes
 
 
 
 
 
 
$
48,006

 
$
(47,728
)
 
$
278




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Six Months Ended March 31, 2018
  
U.S. Pawn
 
Latin America Pawn
 
Other
International
 
Total Segments
 
Corporate Items
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Merchandise sales
$
186,247

 
$
42,286

 
$

 
$
228,533

 
$

 
$
228,533

Jewelry scrapping sales
16,702

 
7,036

 

 
23,738

 

 
23,738

Pawn service charges
118,644

 
31,409

 

 
150,053

 

 
150,053

Other revenues
150

 
343

 
3,751

 
4,244

 

 
4,244

Total revenues
321,743

 
81,074

 
3,751

 
406,568

 

 
406,568

Merchandise cost of goods sold
114,625

 
28,762

 

 
143,387

 

 
143,387

Jewelry scrapping cost of goods sold
13,354

 
6,557

 

 
19,911

 

 
19,911

Other cost of revenues

 

 
924

 
924

 

 
924

Net revenues
193,764

 
45,755

 
2,827

 
242,346

 

 
242,346

Segment and corporate expenses (income):
 
 
 
 
 
 
 
 
 
 
 
Operations
131,378

 
29,850

 
4,598

 
165,826

 

 
165,826

Administrative

 

 

 

 
26,420

 
26,420

Depreciation and amortization
6,330

 
1,761

 
94

 
8,185

 
3,989

 
12,174

Loss on sale or disposal of assets
123

 
5

 

 
128

 
11

 
139

Interest expense

 
3

 

 
3

 
11,673

 
11,676

Interest income

 
(1,400
)
 

 
(1,400
)
 
(7,138
)
 
(8,538
)
Equity in net income of unconsolidated affiliates

 

 
(2,326
)
 
(2,326
)
 

 
(2,326
)
Other (income) expense
(3
)
 
114

 
(118
)
 
(7
)
 
(179
)
 
(186
)
Segment contribution
$
55,936

 
$
15,422

 
$
579

 
$
71,937

 
 
 
 
Income from continuing operations before income taxes
 
 
 
 
 
 
$
71,937

 
$
(34,776
)
 
$
37,161



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NOTE 10: SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION AND OTHER
Supplemental Consolidated Financial Information
The following table provides supplemental information on net amounts included in our condensed consolidated balance sheets:
 
March 31, 2019
 
March 31, 2018
 
September 30, 2018
 
 
 
 
 
 
 
(in thousands)
Gross pawn service charges receivable
$
34,320

 
$
31,213

 
$
40,719

Allowance for uncollectible pawn service charges receivable
(7,223
)
 
(7,083
)
 
(9,760
)
Pawn service charges receivable, net
$
27,097

 
$
24,130

 
$
30,959

 
 
 
 
 
 
Gross inventory
$
182,295

 
$
166,802

 
$
176,198

Inventory reserves
(8,947
)
 
(8,160
)
 
(9,201
)
Inventory, net
$
173,348

 
$
158,642

 
$
166,997

 
 
 
 
 
 
Prepaid expenses and other
$
11,647

 
$
12,026

 
$
9,705

Accounts receivable and other
15,974

 
17,234

 
18,901

Income taxes receivable
5,363

 

 
2,031

Restricted cash

 
273

 
267

2019 Convertible Notes Hedges

 

 
2,552

Prepaid expenses and other current assets
$
32,984

 
$
29,533

 
$
33,456

 
 
 
 
 
 
Property and equipment, gross
$
256,411

 
$
239,954

 
$
253,022

Accumulated depreciation
(188,893
)
 
(175,121
)
 
(179,373
)
Property and equipment, net
$
67,518

 
$
64,833

 
$
73,649

 
 
 
 
 
 
Other assets
$
4,395

 
$
3,731

 
$
3,863

2019 Convertible Notes Hedges

 
16,042

 

Other assets
$
4,395

 
$
19,773

 
$
3,863

 
 
 
 
 
 
Accounts payable
$
13,134

 
$
10,544

 
$
10,500

Accrued expenses and other
45,562

 
49,994

 
47,458

Accounts payable, accrued expenses and other current liabilities
$
58,696

 
$
60,538

 
$
57,958


Jewelry Scrap Receivable
In November 2018, our principal refiner that processed our scrap jewelry announced Chapter 11 bankruptcy restructuring proceedings in the U.S. As of March 31, 2019, we had potential exposure from this refiner of $3.6 million on our balance sheet. In the first quarter of fiscal 2019, we recorded a full reserve of $4.4 million which is included in "(Gain) loss on sale or disposal of assets and other" and "Reserve on jewelry scrap receivable" in our condensed consolidated statements of operations and cash flows, respectively. In the second quarter of fiscal 2019, we recovered $0.8 million of the amount initially reserved which is included in "(Gain) loss on sale or disposal of assets and other" and "Reserve on jewelry scrap receivable" in our condensed consolidated statements of operations and cash flows, respectively. We continue to monitor the bankruptcy process and may record recoveries of such reserved amounts in a future period as we gather more information. At this point, the balance of $3.6 million remains fully reserved.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion in this section contains forward-looking statements that are based on our current expectations. Actual results could differ materially from those expressed or implied by the forward-looking statements due to a number of risks, uncertainties and other factors, including those identified in "Part I, Item 1A — Risk Factors" of our Annual Report on Form 10-K for the year ended September 30, 2018, as supplemented by the information set forth in “Part I, Item 3 — Quantitative and Qualitative Disclosures about Market Risk” and "Part II, Item 1 — Legal Proceedings" of this Quarterly Report.

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Overview and Financial Highlights
EZCORP is a Delaware corporation headquartered in Austin, Texas. We are a leading provider of pawn loans in the United States and Latin America.
Our vision is to be the market leader in North America in responsibly and respectfully meeting our customers' desire for access to cash when they want it. That vision is supported by four key imperatives:
Market Leading Customer Satisfaction;
Exceptional Staff Engagement;
Most Efficient Provider of Cash; and
Attractive Shareholder Returns.
At our pawn stores, we offer pawn loans, which are nonrecourse loans collateralized by tangible personal property, and sell merchandise to customers looking for good value. The merchandise we sell consists of second-hand collateral forfeited from our pawn lending activities or purchased from customers.
We remain focused on growing our balance of pawn loans outstanding (“PLO”) and the resulting higher pawn service charges (“PSC”). The following charts present sources of net revenues, including PSC, merchandise sales gross profit ("Merchandise sales GP") and jewelry scrapping gross profit ("Jewelry scrapping GP"):
chart-349f810512a55af48c5.jpgchart-9db68609500151f5b9d.jpgchart-b41803dbd94a58459a6.jpgchart-c9c0fe56f7035a88bfa.jpg

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The following charts present sources of net revenues by geographic disbursement:
chart-7238a7759eb757dbbaf.jpgchart-2256c9bf8b3859ef9b8.jpgchart-25ddedf8173f5713ac8.jpgchart-140f79b5bb7453b882e.jpg
The following charts present store counts by geographic disbursement:
chart-00af92e759225de0970.jpgchart-baa136384c005d4b99a.jpg

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Pawn Activities
At our pawn stores, we offer pawn loans, which are typically small, nonrecourse loans collateralized by tangible personal property. We earn pawn service charges on our pawn loans, which varies by state and loan size. Collateral for our pawn loans consists of tangible personal property, generally jewelry, consumer electronics, tools, sporting goods and musical instruments. Security for our pawn loans is provided via the estimated resale value of the collateral and the perceived probability of the loan’s redemption.
Our ability to offer quality second-hand goods at prices significantly lower than original retail prices attracts value-conscious customers. The gross profit on sales of inventory depends primarily on our assessment of the loan or purchase value at the time the property is either accepted as loan collateral or purchased. As a significant portion of our inventory and sales involve gold and jewelry, our results can be heavily influenced by the market price of gold.
Growth and Expansion
We plan to expand the number of locations we operate through opening new (“de novo”) locations and through acquisitions in both Latin America and the United States and potential new markets. Our ability to add new stores is dependent on several variables, such as projected achievement of internal investment hurdles, the availability of acceptable sites or acquisition candidates, the alignment of acquirer/seller price expectations, the regulatory environment, local zoning ordinances, access to capital and availability of qualified personnel.
Seasonality and Quarterly Results
Historically, pawn service charges are highest in our fourth fiscal quarter (July through September) due to a higher average loan balance during the summer lending season in the United States and lowest in our third fiscal quarter (April through June) following the tax refund season in the United States. Merchandise sales are highest in our first and second fiscal quarters (October through March) due to the holiday season, jewelry sales in the United States surrounding Valentine’s Day and the availability of tax refunds in the United States. Most of our customers in Latin America receive additional compensation from their employers in December, and many also receive additional compensation in June or July, applying downward pressure on loan balances and fueling some merchandise sales in those periods. As a net effect of these and other factors and excluding discrete charges, our consolidated profit before tax is generally highest in our first fiscal quarter (October through December) and lowest in our third fiscal quarter (April through June).
Store Data by Segment
 
Three Months Ended March 31, 2019
 
U.S. Pawn
 
Latin America Pawn
 
Other International
 
Consolidated
 
 
 
 
 
 
 
 
As of December 31, 2018
508

 
462

 
27

 
997

New locations opened

 
4

 

 
4

Locations sold, combined or closed

 

 
(3
)
 
(3
)
As of March 31, 2019
508

 
466

 
24

 
998

 
Three Months Ended March 31, 2018
 
U.S. Pawn
 
Latin America Pawn
 
Other International
 
Consolidated
 
 
 
 
 
 
 
 
As of December 31, 2017
513

 
383


27

 
923

New locations opened

 
4

 

 
4

Locations sold, combined or closed
(3
)
 

 

 
(3
)
As of March 31, 2018
510

 
387

 
27

 
924


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Six Months Ended March 31, 2019
 
U.S. Pawn
 
Latin America Pawn
 
Other International
 
Consolidated
 
 
 
 
 
 
 
 
As of September 30, 2018
508

 
453

 
27

 
988

New locations opened

 
8

 

 
8

Locations acquired

 
5

 

 
5

Locations sold, combined or closed

 

 
(3
)
 
(3
)
As of March 31, 2019
508

 
466

 
24

 
998

 
Six Months Ended March 31, 2018
 
U.S. Pawn
 
Latin America Pawn
 
Other International
 
Consolidated
 
 
 
 
 
 
 
 
As of September 30, 2017
513

 
246

 
27

 
786

New locations opened

 
8

 

 
8

Locations acquired

 
133

 

 
133

Locations sold, combined or closed
(3
)
 

 

 
(3
)
As of March 31, 2018
510

 
387

 
27

 
924


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Results of Operations
Three Months Ended March 31, 2019 vs. Three Months Ended March 31, 2018
These tables, as well as the discussion that follows, should be read with the accompanying condensed consolidated financial statements and related notes. All comparisons, unless otherwise noted, are to the prior-year quarter. Prior period results have been corrected for certain out-of-period items identified in the current quarter but not material to any prior period, as described under "Corrections to Prior Period Financial Statements" in Note 1 of Notes to Interim Condensed Consolidated Financial Statements included in "Part I, Item 1 — Financial Statements."
U.S. Pawn
The following table presents selected summary financial data for the U.S. Pawn segment:
 
Three Months Ended March 31,
 
Change
 
2019
 
2018
 
 
 
 
 
 
 
 
(in thousands)
 
 
Net revenues:
 
 
 
 
 
Pawn service charges
$
61,798

 
$
59,027

 
5%
 
 
 
 
 
 
Merchandise sales
96,632

 
94,753

 
2%
Merchandise sales gross profit
35,704

 
36,216

 
(1)%
Gross margin on merchandise sales
37
%
 
38
%
 
(100)bps
 
 
 
 
 
 
Jewelry scrapping sales
7,916

 
8,177

 
(3)%
Jewelry scrapping sales gross profit
1,345

 
1,665

 
(19)%
Gross margin on jewelry scrapping sales
17
%
 
20
%
 
(300)bps
 
 
 
 
 
 
Other revenues
43

 
76

 
(43)%
Net revenues
98,890

 
96,984

 
2%
 
 
 
 
 
 
Segment operating expenses:
 
 
 
 

Operations
67,475

 
65,190

 
4%
Depreciation and amortization
2,982

 
3,531

 
(16)%
Segment operating contribution
28,433

 
28,263

 
1%
 
 
 
 
 
 
Other segment expense

 
108

 
*
Segment contribution
$
28,433

 
$
28,155

 
1%
 
 
 
 
 
 
Other data:
 
 
 
 
 
Net earning assets (a)
$
267,998

 
$
256,587

 
4%
Inventory turnover
1.9

 
1.9

 
—%
Average monthly ending pawn loan balance per store (b)
$
280

 
$
264

 
6%
Monthly average yield on pawn loans outstanding
14
%
 
15
%
 
(100)bps
Pawn loan redemption rate
86
%
 
85
%
 
100bps
*
Represents a percentage computation that is not mathematically meaningful.
(a)
Balance includes pawn loans and inventory.
(b)
Balance is calculated based upon the average of the monthly ending balances during the applicable period.

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Net revenue increased 2%, or $1.9 million, primarily due to a 5%, or $2.8 million, increase in pawn service charges, offset by a 1%, or $0.5 million, decrease in merchandise sales gross profit and a 19%, or $0.3 million, decrease in jewelry scrapping sales gross profit. With no new stores added since the prior-year quarter, the change in net revenue was attributable to same stores.
Pawn service charges increased 5%, or $2.8 million, due to a 6% increase in average ending monthly pawn loan balances outstanding during the current quarter. The higher average loan balance was driven by growth in new loan originations from our continued focus on meeting customers’ desire for cash better than our competitors. A disciplined lending approach resulted in maintaining PLO yield and redemption rates compared to the prior-year quarter.
Merchandise sales increased 2% with gross margin on merchandise sales of 37%, a 100 basis point decline over the prior-year quarter. Delayed receipt of customers’ tax refunds appeared to suppress sales demand during the quarter and placed pressure on merchandise margins. As a result, merchandise sales gross profit decreased 1% to $35.7 million. We expect sales gross margin for the full fiscal year to remain within our target range of 35-38%.
Jewelry scrapping sales gross profit remained relatively flat at 1% of current quarter net revenues, in line with our strategy to sell rather than scrap jewelry, with a 300 basis point decline in gross margin to 17% which includes a nominal decline in gold prices.
Operations expense increased 4% primarily due to increases in personnel costs in meeting the loan demand of our customers, while depreciation and amortization expense decreased 16% due to a one-time charge of $0.5 million for the retirement of certain assets in the prior-year quarter.
Non-GAAP Financial Information
In addition to the financial information prepared in conformity with accounting principles generally accepted in the United States ("GAAP"), we provide certain other non-GAAP financial information on a constant currency basis ("constant currency"). We use constant currency results to evaluate our Latin America Pawn operations, which are denominated primarily in Mexican pesos and other Latin American currencies. We believe that presentation of constant currency results is meaningful and useful in understanding the activities and business metrics of our Latin America Pawn operations and reflect an additional way of viewing aspects of our business that, when viewed with GAAP results, provide a more complete understanding of factors and trends affecting our business. We provide non-GAAP financial information for informational purposes and to enhance understanding of our GAAP consolidated financial statements. We use this non-GAAP financial information to evaluate and compare operating results across accounting periods. Readers should consider the information in addition to, but not instead of or superior to, our financial statements prepared in accordance with GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.
Constant currency results reported herein are calculated by translating consolidated balance sheet and consolidated statement of operations items denominated in local currency to U.S. dollars using the exchange rate from the prior-year comparable period, as opposed to the current period, in order to exclude the effects of foreign currency rate fluctuations. We used the end-of-period rate for balance sheet items and the average closing daily exchange rate on a monthly basis during the appropriate period for statement of operations items. The end-of-period and approximate average exchange rates for each applicable currency as compared to U.S. dollars as of and for the three and six months ended March 31, 2019 and 2018 were as follows:
 
 
March 31,
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Mexican peso
 
19.4

 
18.3

 
19.2

 
18.7

 
19.5

 
18.8

Guatemalan quetzal
 
7.6

 
7.3

 
7.6

 
7.3

 
7.6

 
7.2

Honduran lempira
 
24.3

 
23.5

 
24.2

 
23.5

 
24.1

 
23.4

Peruvian sol
 
3.3

 
3.2

 
3.3

 
3.2

 
3.3

 
3.2

Our statement of operations constant currency results reflect the monthly exchange rate fluctuations and so are not directly calculable from the above rates. Constant currency results, where presented, also exclude the foreign currency gain or loss.

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Table of Contents

Latin America Pawn
The following table presents selected summary financial data for the Latin America Pawn segment, including constant currency results, after translation to U.S. dollars from its functional currencies noted above under “Results of Operations — Non-GAAP Financial Information."
 
Three Months Ended March 31,
 
2019 (GAAP)
 
2018 (GAAP)
 
Change (GAAP)
 
2019 (Constant Currency)
 
Change (Constant Currency)
 
 
 
 
 
 
 
 
 
 
 
(in USD thousands)
 
 
 
(in USD thousands)
 
 
Net revenues:
 
 
 
 
 
 
 
 
 
Pawn service charges
$
20,001

 
$
15,004

 
33%
 
$
20,578

 
37%
 
 
 
 
 

 
 
 

Merchandise sales
24,628

 
20,192

 
22%
 
25,303

 
25%
Merchandise sales gross profit
7,756

 
6,509

 
19%
 
7,967

 
22%
Gross margin on merchandise sales
31
%
 
32
%
 
(100)bps
 
31
%
 
(100)bps
 
 
 
 
 

 
 
 

Jewelry scrapping sales
2,464

 
3,348

 
(26)%
 
2,546

 
(24)%
Jewelry scrapping sales gross profit
202

 
286

 
(29)%
 
208

 
(27)%
Gross margin on jewelry scrapping sales
8
%
 
9
%
 
(100)bps
 
8
%
 
(100)bps
 
 
 
 
 

 
 
 

Other revenues
25

 
174

 
(86)%
 
26

 
(85)%
Net revenues
27,984

 
21,973

 
27%
 
28,779

 
31%
 
 
 
 
 

 
 
 

Segment operating expenses:
 
 
 
 

 
 
 

Operations
18,223

 
15,015

 
21%
 
18,749

 
25%
Depreciation and amortization
1,495

 
916

 
63%
 
1,536

 
68%
Segment operating contribution
8,266

 
6,042

 
37%
 
8,494

 
41%
 
 
 
 
 

 
 
 

Other segment income (a)
(1,191
)
 
(767
)
 
55%
 
(1,246
)
 
62%
Segment contribution
$
9,457

 
$
6,809

 
39%
 
$
9,740

 
43%
 
 
 
 
 
 
 
 
 
 
Other data:
 
 
 
 
 
 
 
 
 
Net earning assets (b)
$
78,488

 
$
61,438

 
28%
 
$
82,489

 
34%
Inventory turnover
2.3

 
2.7

 
(15)%
 
2.3

 
(15)%
Average monthly ending pawn loan balance per store (c)
$
90

 
$
88

 
2%
 
$
93

 
6%
Monthly average yield on pawn loans outstanding
16
%
 
15
%
 
100bps
 
16
%
 
100bps
Pawn loan redemption rate
79
%
 
80
%
 
(100)bps
 
79
%
 
(100)bps
(a)
Fiscal 2019 constant currency amount excludes nominal net GAAP basis foreign currency transaction losses resulting from movement in exchange rates. The net foreign currency transaction gains for fiscal 2018 were nominal and are included in the above results.
(b)
Balance includes pawn loans and inventory.
(c)
Balance is calculated based upon the average of the monthly ending balances during the applicable period.

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We opened four stores in the current quarter. We see opportunity for further expansion in Latin America through de novo openings and acquisitions, and plan to open more stores in Latin America during the remainder of fiscal 2019.
Net revenue increased $6.0 million, or 27% ($6.8 million, or 31%, on a constant currency basis), primarily due to a 33% increase (37% on a constant currency basis) in pawn service charges and a 19% increase (22% on a constant currency basis) in merchandise sales gross profit. The increase in net revenue attributable to same stores and new stores added since the prior-year quarter is summarized as follows:
 
Change in Net Revenue
 
Pawn Service Charges
 
Merchandise Sales Gross Profit
 
Total
 
 
 
 
 
 
 
(in millions)
Same stores
$
1.8

 
$
0.4

 
$
2.2

New stores and other
3.2

 
0.8

 
4.0

Total
$
5.0

 
$
1.2

 
$
6.2

Change in jewelry scrapping sales gross profit and other revenues
 
 
 
 
(0.2
)
Total change in net revenue
 
 
 
 
$
6.0

 
Change in Net Revenue (Constant Currency)
 
Pawn Service Charges
 
Merchandise Sales Gross Profit
 
Total
 
 
 
 
 
 
 
(in millions)
Same stores
$
2.4

 
$
0.5

 
$
2.9

New stores and other
3.2

 
0.9

 
4.1

Total
$
5.6

 
$
1.4

 
$
7

Change in jewelry scrapping sales gross profit and other revenues
 
 
 
 
(0.2
)
Total change in net revenue
 
 
 
 
$
6.8

Pawn service charges increased 33% (37% on a constant currency basis) primarily from newly acquired stores. The average ending monthly pawn loan balance outstanding during the current quarter was up 2% (up 6% on a constant currency basis). Pawn service charges further include $1.1 million in revenue attributable to receipt of previously escrowed seller funds as a result of settling certain indemnification claims with the sellers of GPMX. Subsequent to quarter end, we loaned the $1.1 million back to the seller of GPMX in exchange for a promissory note. The note bears interest at the rate of 2.89% per annum and is secured by certain marketable securities owned by the seller and held in a U.S. brokerage account. All principal and accrued interest is due and payable in April 2024.
Merchandise sales increased 22% (25% on a constant currency basis) primarily from newly acquired stores, although same store sales were up 9%. Gross margin on merchandise sales was 31%, or 100 basis points below the prior-year quarter. As a result of these factors and foreign currency impacts, merchandise sales gross profit was up 19% to $7.8 million (up 22% to $8.0 million on a constant currency basis).
Jewelry scrapping sales decreased 26% (24% on a constant currency basis) with a 100 basis point increase in margin, in line with our strategy to sell rather than scrap jewelry.
Net revenue increased 27% (31% on a constant currency basis). Operations expense increased 21% (25% on a constant currency basis), and depreciation and amortization increased 63% (68% on a constant currency basis), both primarily as a result of newly acquired stores. These factors, as well as a $0.8 million recovery from a previously reserved receivable from a bankrupt refiner, resulted in an increase in segment contribution of 39% (43% on a constant currency basis).

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Table of Contents

Other International
The following table presents selected financial data from continuing operations for the Other International segment after translation to U.S. dollars from its functional currency of primarily Australian and Canadian dollars:
 
Three Months Ended March 31,
 
Percentage Change
 
2019
 
2018
 
 
 
 
 
 
 
 
(in thousands)
 
 
Net revenues:
 
 
 
 
 
Consumer loan fees, interest and other
$
1,223

 
$
1,647

 
(26)%
Consumer loan bad debt
(407
)
 
(347
)
 
17%
Net revenues
816

 
1,300

 
(37)%
 
 
 
 
 

Segment operating expenses (income):
 
 
 
 
 
Operating expenses
2,622

 
2,022

 
30%
Equity in net income of unconsolidated affiliates
(431
)
 
(876
)
 
(51)%
Segment operating (loss) contribution
(1,375
)
 
154

 
*
 
 
 
 
 
 
Impairment of investment in unconsolidated affiliates
6,451

 

 
*
Other segment expense (income)
410

 
(35
)
 
*
Segment (loss) contribution
$
(8,236
)
 
$
189

 
*
*
Represents a percentage computation that is not mathematically meaningful.
Segment loss was $8.2 million, a decrease of $8.4 million from the prior-year quarter, primarily due to the impairment of our investment in Cash Converters International in the amount of $6.5 million.
Due partly to regulatory changes that became effective January 1, 2018, we added installment loan products in our Canada CASHMAX business to meet the needs of our customers. In addition to payday loans, all CASHMAX stores are now offering installment loans with terms ranging from six to 18 months and average yields of 47% per annum. We entered into a secured borrowing arrangement in November 2018 to provide up to CAD $25.0 million to fund originations of installment loans through November 2019 and have obtained $1.5 million in proceeds from the facility through March 31, 2019. See Note 6 of Notes to Interim Condensed Consolidated Financial Statements included in "Part I, Item 1 — Financial Statements."

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Table of Contents

Other Items
The following table reconciles our consolidated segment contribution discussed above to net income attributable to EZCORP, Inc., including items that affect our consolidated financial results but are not allocated among segments:
 
Three Months Ended March 31,
 
Percentage Change
 
2019
 
2018
 
 
 
 
 
 
 
 
(in thousands)
 
 
Segment contribution
$
29,654

 
$
35,153

 
(16)%
Corporate expenses (income):
 
 
 
 

Administrative
16,487

 
13,341

 
24%
Depreciation and amortization
2,458

 
1,957

 
26%
Gain on sale or disposal of assets

 
(2
)
 
(100)%
Interest expense
8,407

 
5,827

 
44%
Interest income
(2,695
)
 
(3,505
)
 
(23)%
Other (income) expense
(22
)
 
31

 
*
Income from continuing operations before income taxes
5,019

 
17,504

 
(71)%
Income tax expense
2,360

 
5,797

 
(59)%
Income from continuing operations, net of tax
2,659

 
11,707

 
(77)%
Loss from discontinued operations, net of tax
(18
)
 
(500
)
 
(96)%
Net income
2,641

 
11,207

 
(76)%
Net loss attributable to noncontrolling interest
(753
)
 
(374
)
 
101%
Net income attributable to EZCORP, Inc.
$
3,394

 
$
11,581

 
(71)%
*
Represents a percentage computation that is not mathematically meaningful.
Segment contribution decreased primarily due to the impairment of our investment in Cash Converters International of $6.5 million.
Administrative expenses increased $3.1 million, or 24%, primarily due to costs associated with the strategic investment in a new digital platform and other professional fees.
Depreciation and amortization increased $0.5 million, or 26%, primarily due to additional capitalized software costs, including development of our new point of sale system.
Interest expense increased $2.6 million, or 44%, primarily due to an increase in debt outstanding during the current quarter compared to the prior-year quarter. Effective interest rates on our outstanding convertible debt were approximately 8% to 9%.
Interest income decreased $0.8 million, or 23%, primarily due to the declining principal balance on the Grupo Finmart notes receivable as they are repaid in accordance with their agreed amortization schedule.
Income tax expense decreased $3.6 million due primarily to:
A $12.5 million decrease in income from continuing operations before income taxes; and
A lower maximum U.S. corporate rate of 21% in the current quarter compared to 24.5% in the prior-year quarter; partially offset by
A prior-year quarter charge related to the impacts of the U.S. Tax Cuts and Jobs Act of 2017.
Income tax expense includes other items that do not necessarily correspond to pre-tax earnings and create volatility in our effective tax rate. These items include the net effect of state taxes, non-deductible items and changes in valuation allowances for certain foreign operations.

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Table of Contents

Six Months Ended March 31, 2019 vs. Six Months Ended March 31, 2018
These tables, as well as the discussion that follows, should be read with the accompanying condensed consolidated financial statements and related notes. All comparisons, unless otherwise noted, are to the prior-year six-months.
U.S. Pawn
The following table presents selected summary financial data for the U.S. Pawn segment:
 
Six Months Ended March 31,
 
Change
 
2019
 
2018
 
 
 
 
 
 
 
 
(in thousands)
 
 
Net revenues:
 
 
 
 
 
Pawn service charges
$
126,023

 
$
118,644

 
6%
 
 
 
 
 
 
Merchandise sales
191,735

 
186,247

 
3%
Merchandise sales gross profit
71,659

 
71,622

 
—%
Gross margin on merchandise sales
37
%
 
38
%
 
(100)bps
 
 
 
 
 
 
Jewelry scrapping sales
14,468

 
16,702

 
(13)%
Jewelry scrapping sales gross profit
2,387

 
3,348

 
(29)%
Gross margin on jewelry scrapping sales
16
%
 
20
%
 
(400)bps
 
 
 
 
 
 
Other revenues
91

 
150

 
(39)%
Net revenues
200,160

 
193,764

 
3%
 
 
 
 
 
 
Segment operating expenses:
 
 
 
 
 
Operations
135,435

 
131,378

 
3%
Depreciation and amortization
6,017

 
6,330

 
(5)%
Segment operating contribution
58,708

 
56,056

 
5%
 
 
 
 
 
 
Other segment expense
2,852

 
120

 
2,277%
Segment contribution
$
55,856

 
$
55,936

 
—%
 
 
 
 
 
 
Other data:
 
 
 
 
 
Average monthly ending pawn loan balance per store (a)
$
292

 
$
273

 
7%
Monthly average yield on pawn loans outstanding
14
%
 
14
%
 
Pawn loan redemption rate
84
%
 
84
%
 
(a)
Balance is calculated based upon the average of the monthly ending balances during the applicable period.

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Net revenue increased $6.4 million, or 3%, primarily due to a 6%, or $7.4 million, increase in pawn service charges, offset by a 29%, or $1.0 million, decrease in jewelry scrapping sales gross profit. The change in net revenue attributable to same stores and new stores added since the prior-year six-months is summarized as follows:
 
Change in Net Revenue
 
Pawn Service Charges
 
Merchandise Sales Gross Profit
 
Total
 
 
 
 
 
 
 
(in millions)
Same stores
$
7.6

 
$
0.3

 
$
7.9

New stores and other
(0.2
)
 
(0.3
)
 
(0.5
)
Total
$
7.4

 
$

 
$
7.4

Change in jewelry scrapping sales gross profit and other revenues
 
 
 
 
(1.0
)
Total change in net revenue
 
 
 
 
$
6.4

Pawn service charges increased 6% primarily due to a 7% increase in average ending monthly pawn loan balances outstanding during the current six-months. The higher average loan balance was driven by disciplined lending practices, a focus on meeting customers' need for cash, a delay in receipt of tax refunds and stronger performance from stores affected by hurricanes in the prior-year six-months.
Merchandise sales increased 3% with gross margin on merchandise sales of 37%, a 100 basis point decline over the prior-year six-months. As a result, merchandise sales gross profit was flat at $71.7 million. A portion of the year-over-year improvement is due to the impacts of hurricanes in the prior-year six-months. We expect sales gross margin for the full fiscal year to be within our target range of 35-38%.
Jewelry scrapping sales gross profit remained relatively flat at 1% of net revenues, in line with our strategy to sell rather than scrap jewelry, with a 400 basis point decline in gross margin to 16% which includes a nominal decline in gold prices.
3% increase in net revenue turned into a flat segment contribution primarily as a result of a $2.9 million reserve against a receivable balance from a gold refiner deemed uncollectible due to the refiner's Chapter 11 bankruptcy, in addition to a 3% increase in operations expense primarily due to wage inflation and increases to staffing levels in meeting the loan demand of our customers.

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Latin America Pawn
The following table presents selected summary financial data for the Latin America Pawn segment, including constant currency results, after translation to U.S. dollars from functional currencies. See “Results of Operations — Non-GAAP Financial Information” above.
 
Six Months Ended March 31,
 
2019 (GAAP)
 
2018 (GAAP)
 
Change (GAAP)
 
2019 (Constant Currency)
 
Change (Constant Currency)
 
 
 
 
 
 
 
 
 
 
 
(in USD thousands)
 
 
 
(in USD thousands)
 
 
Net revenues:
 
 
 
 
 
 
 
 
 
Pawn service charges
$
39,295

 
$
31,409

 
25%
 
$
40,755

 
30%
 
 
 
 
 
 
 
 
 
 
Merchandise sales
50,549

 
42,286

 
20%
 
52,419

 
24%
Merchandise sales gross profit
15,713

 
13,524

 
16%
 
16,289

 
20%
Gross margin on merchandise sales
31
%
 
32
%
 
(100)bps
 
31
%
 
(100)bps
 
 
 
 
 
 
 
 
 
 
Jewelry scrapping sales
5,193

 
7,036

 
(26)%
 
5,398

 
(23)%
Jewelry scrapping sales gross profit
391

 
479

 
(18)%
 
404

 
(16)%
Gross margin on jewelry scrapping sales
8
%
 
7
%
 
100bps
 
7
%
 
 
 
 
 
 
 
 
 
 
 
Other revenues
67

 
343

 
(80)%
 
70

 
(80)%
Net revenues
55,466

 
45,755

 
21%
 
57,518

 
26%
 
 
 
 
 
 
 
 
 
 
Segment operating expenses:
 
 
 
 
 
 
 
 
 
Operations
36,419

 
29,850

 
22%
 
37,768

 
27%
Depreciation and amortization
2,917

 
1,761

 
66%
 
3,023

 
72%
Segment operating contribution
16,130

 
14,144

 
14%
 
16,727

 
18%
 
 
 
 
 
 
 
 
 
 
Other segment income (a)
(117
)
 
(1,278
)
 
(91)%
 
(45
)
 
(96)%
Segment contribution
$
16,247

 
$
15,422

 
5%
 
$
16,772

 
9%
 
 
 
 
 
 
 
 
 
 
Other data:
 
 
 
 
 
 
 
 
 
Average monthly ending pawn loan balance per store (b)
$
90

 
$
89

 
1%
 
$
94

 
6%
Monthly average yield on pawn loans outstanding
16
%
 
16
%
 
 
16
%
 
Pawn loan redemption rate
79
%
 
79
%
 
 
79
%
 
(a)
Fiscal 2019 constant currency amount excludes nominal net GAAP basis foreign currency transaction gains resulting from movement in exchange rates. The net foreign currency transaction gains for fiscal 2018 were nominal and are included in the above results.
(b)
Balance is calculated based upon the average of the monthly ending balances during the applicable period.

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Our Latin America business continues to grow rapidly. In the current six-months, we acquired five pawn stores and opened eight de novo stores.
Net revenue increased $9.7 million, or 21% ($11.8 million, or 26%, on a constant currency basis), primarily due to a 25% increase (30% on a constant currency basis) in pawn service charges and a 16% increase (20% on a constant currency basis) in merchandise sales gross profit. The increase in net revenue attributable to same stores and new stores added since the prior-year six-months is summarized as follows:
 
Change in Net Revenue
 
Pawn Service Charges
 
Merchandise Sales Gross Profit
 
Total
 
 
 
 
 
 
 
(in millions)
Same stores
$
2.4

 
$
0.3

 
$
2.7

New stores and other
5.5

 
1.9

 
7.4

Total
$
7.9

 
$
2.2

 
$
10.1

Change in jewelry scrapping sales gross profit and other revenues
 
 
 
 
(0.4
)
Total change in net revenue
 
 
 
 
$
9.7

 
Change in Net Revenue (Constant Currency)
 
Pawn Service Charges
 
Merchandise Sales Gross Profit
 
Total
 
 
 
 
 
 
 
(in millions)
Same stores
$
3.7

 
$
0.9

 
$
4.6

New stores and other
5.6

 
1.9

 
7.5

Total
$
9.3

 
$
2.8

 
$
12.1

Change in jewelry scrapping sales gross profit and other revenues
 
 
 
 
(0.3
)
Total change in net revenue
 
 
 
 
$
11.8

Pawn service charges increased 25% (30% on a constant currency basis) primarily from newly acquired stores, although same store growth was 6%. The average ending monthly pawn loan balance outstanding during the current six-months was up 1% (up 6% on a constant currency basis). Pawn service charges further include $1.1 million in revenue attributable to receipt of previously escrowed seller funds as a result of settling certain indemnification claims with the sellers of GPMX.
Merchandise sales increased 20% (24% on a constant currency basis) primarily from newly acquired stores. Gross margin on merchandise sales was 31%, or 100 basis points below the prior-year six-months. As a result of these factors, merchandise sales gross profit was up 16% to $15.7 million (20% to $16.3 million on a constant currency basis).
Jewelry scrapping sales decreased 26% (23% on a constant currency basis) with a 100 basis point increase in margin, in line with our strategy to sell rather than scrap jewelry.
Net revenue increased 21% (26% on a constant currency basis). Operations expense increased 22% (27% on a constant currency basis) primarily as a result of newly acquired stores. Additionally, we recorded a $0.7 million reserve against a receivable and inventory balance deemed uncollectible from a refiner, consisting of a $1.5 million reserve recorded in the first quarter ended December 31, 2018 and a subsequent $0.8 million recovery in the current quarter. These factors resulted in a decrease in segment contribution of 5% (9% on a constant currency basis).

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Other International
The following table presents selected financial data from continuing operations for the Other International segment after translation to U.S. dollars from its functional currency of primarily Australian and Canadian dollars:
 
Six Months Ended March 31,
 
Percentage Change
 
2019
 
2018
 
 
 
 
 
 
 
 
(in thousands)
 
 
Net revenues:
 
 
 
 
 
Consumer loan fees, interest and other
$
3,004

 
$
3,751

 
(20)%
Consumer loan bad debt
891

 
924

 
(4)%
Net revenues
2,113

 
2,827

 
(25)%
 
 
 
 
 
 
Segment operating expenses (income):
 
 
 
 
 
Operating expenses
5,293

 
4,692

 
13%
Equity in net loss (income) of unconsolidated affiliates
688

 
(2,326
)
 
*
Segment operating (loss) contribution
(3,868
)
 
461

 
*
 
 
 
 
 
 
Impairment of investment in unconsolidated affiliates
19,725

 

 
*
Other segment expense (income)
504

 
(118
)
 
*
Segment (loss) contribution
$
(24,097
)
 
$
579

 
*
*
Represents a percentage computation that is not mathematically meaningful.
Segment loss was $24.1 million compared to $0.6 million in income in the prior-year six-months, primarily due to:
Impairment of our investment in Cash Converters International in the amount of $19.7 million; and
A charge of $2.9 million included in our ordinary estimated share of earnings for the current-year six-months from Cash Converters International for charges relating to settlement of Queensland class action litigation in October 2018.
Due partly to regulatory changes that became effective January 1, 2018, we added installment loan products in our Canada CASHMAX business to meet the needs of our customers. In addition to payday loans, all CASHMAX stores are now offering installment loans with terms ranging from six to 18 months and average yields of 47% per annum. We entered into a secured borrowing arrangement in November 2018 to provide up to CAD $25.0 million to fund originations of installment loans through November 2019 and have obtained $1.5 million in proceeds from the facility through March 31, 2019. See Note 6 of Notes to Interim Condensed Consolidated Financial Statements included in "Part I, Item 1 — Financial Statements."
We closed three under-performing CASHMAX stores in the current six-months.

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Other Items
The following table reconciles our consolidated segment contribution discussed above to net income attributable to EZCORP, Inc., including items that affect our consolidated financial results but are not allocated among segments:
 
Six Months Ended March 31,
 
Percentage Change
 
2019
 
2018
 
 
 
 
 
 
 
 
(in thousands)
 
 
Segment contribution
$
48,006

 
$
71,937

 
(33)%
Corporate expenses (income):
 
 
 
 
 
Administrative
31,742

 
26,420

 
20%
Depreciation and amortization
4,808

 
3,989

 
21%
Loss on sale or disposal of assets

 
11

 
(100)%
Interest expense
17,097

 
11,673

 
46%
Interest income
(5,615
)
 
(7,138
)
 
(21)%
Other income
(304
)
 
(179
)
 
70%
Income from continuing operations before income taxes
278

 
37,161

 
(99)%
Income tax expense
1,279

 
13,208

 
(90)%
(Loss) income from continuing operations, net of tax
(1,001
)
 
23,953

 
*
Loss from discontinued operations, net of tax
(201
)
 
(722
)
 
(72)%
Net (loss) income
(1,202
)
 
23,231

 
*
Net loss attributable to noncontrolling interest
(1,230
)
 
(989
)
 
24%
Net income attributable to EZCORP, Inc.
$
28

 
$
24,220

 
(100)%
*
Represents a percentage computation that is not mathematically meaningful.
Segment contribution decreased primarily due to a $19.7 million impairment of our investment in Cash Converters International and a $2.9 million charge included in our ordinary estimated share of earnings from Cash Converters International for charges relating to settlement of a Queensland class action litigation in October 2018.
Administrative expenses increased $5.3 million, or 20%, in the current six-months primarily due to costs of $3.6 million associated with a strategic investment in a new digital platform and other professional fees.
Depreciation and amortization increased $0.8 million, or 21%, primarily due to additional capitalized software costs, including development of a new point of sale system.
Interest expense increased $5.4 million, or 46%, primarily due to an increase in debt outstanding during the current six-months compared to the prior-year six-months. Effective interest rates on our outstanding convertible debt were approximately 8% to 9%.
Interest income decreased $1.5 million, or 21%, primarily due to the declining principal balance on the Grupo Finmart notes receivable as they are repaid in accordance with their agreed amortization schedule.
Income tax expense decreased $12.1 million due primarily to:
A $36.9 million decrease in income from continuing operations before income taxes; and
A lower maximum U.S. corporate rate of 21% in the current six-months compared to a higher blended rate in the prior-year six-months; 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 non-recurring benefit in the first quarter of fiscal 2018 for the expiration of statute of limitations on an uncertain tax position.
Income tax expense includes other items that do not necessarily correspond to pre-tax earnings and create volatility in our effective tax rate. These items include the net effect of state taxes, non-deductible items and changes in valuation allowances for certain foreign operations.

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Liquidity and Capital Resources
Cash Flows
The table and discussion below presents a summary of the selected sources and uses of our cash:
 
Six Months Ended March 31,
 
Percentage
Change
 
2019
 
2018
 
 
 
 
 
 
 
 
(in thousands)
 
 
Cash flows from operating activities
$
50,623

 
$
45,644

 
11%
Cash flows from investing activities
14,915

 
(49,474
)
 
*
Cash flows from financing activities
(2,731
)
 
(311
)
 
(778)%
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(599
)
 
(238
)
 
(152)%
Net increase (decrease) in cash, cash equivalents and restricted cash
$
62,208

 
$
(4,379
)
 
*
*
Represents a percentage computation that is not mathematically meaningful.
Change in Cash and Cash Equivalents and Restricted Cash for the Six Months Ended March 31, 2019 vs. Six Months Ended March 31, 2018
The increase in cash flows from operating activities year-over-year was due to a $6.9 million increase in net income exclusive of non-cash items, operational results and stores acquired in the prior year, offset by a $1.9 million decrease from changes in operating assets and liabilities.
The increase in cash flows from investing activities year-over-year was due to a $63.2 million decrease in cash paid for acquisitions, a $5.4 million decrease in additions to property and equipment and a $5.4 million increase in principal collections on notes receivable, offset by a $9.6 million net investment in customer loan growth.
The decrease in cash flows from financing activities year-over-year was due to a $3.0 million increase in cash paid for employee net share settlement of individual tax liabilities on vested share-based awards, offset by $0.6 million in net proceeds from borrowings.
The net effect of these and other smaller items was a $62.2 million increase in cash on hand during the current six-months, resulting in a $347.8 million ending cash balance compared to $159.2 million as of March 31, 2018. Of the ending cash balance as of March 31, 2019, $25.0 million was not available to fund domestic operations as we intend to permanently reinvest those funds in our foreign operations.
Sources and Uses of Cash
We anticipate that cash flow from operations and cash on hand will be adequate to fund our contractual obligations, planned de novo store growth, capital expenditures and working capital requirements, as well as a limited amount of acquisitions, through fiscal 2019. We currently intend to retire the $195.0 million of 2.125% Cash Convertible Senior Notes Due 2019 at maturity (June 15, 2019) using cash on hand. We continue to explore accretive acquisition opportunities, both large and small, and may choose to pursue additional debt, equity or equity-linked financings in the future should the need arise. Depending on the level of acquisition activity and other factors, our ability to repay our longer term debt obligations, including the convertible debt maturing in 2024 and 2025, may require us to refinance these obligations through the issuance of new debt securities, equity securities, convertible securities or through new credit facilities.
Contractual Obligations
In "Part II, Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended September 30, 2018, we reported that we had $795.8 million in total contractual obligations as of September 30, 2018. There have been no material changes to this total obligation since September 30, 2018.
We are responsible for the maintenance, property taxes and insurance at most of our locations. In the fiscal year ended September 30, 2018, these collectively amounted to $22.4 million.

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Recently Adopted Accounting Policies and Recently Issued Accounting Pronouncements
See Note 1 of Notes to Interim Condensed Consolidated Financial Statements included in "Part I, Item 1 — Financial Statements."
Cautionary Statement Regarding Risks and Uncertainties that May Affect Future Results
This Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend that all forward-looking statements be subject to the safe harbors created by these laws. All statements, other than statements of historical facts, regarding our strategy, future operations, financial position, future revenues, projected costs, prospects, plans and objectives are forward-looking statements. These statements are often, but not always, made with words or phrases like "may," "should," "could," "will," "predict," "anticipate," "believe," "estimate," "expect," "intend," "plan," "projection" and similar expressions. Such statements are only predictions of the outcome and timing of future events based on our current expectations and currently available information and, accordingly, are subject to substantial risks, uncertainties and assumptions. Actual results could differ materially from those expressed in the forward-looking statements due to a number of risks and uncertainties, many of which are beyond our control. In addition, we cannot predict all of the risks and uncertainties that could cause our actual results to differ from those expressed in the forward-looking statements. Accordingly, you should not regard any forward-looking statements as a representation that the expected results will be achieved. Important risk factors that could cause results or events to differ from current expectations are identified and described in "Part I, Item 1A — Risk Factors" of our Annual Report on Form 10-K for the year ended September 30, 2018, supplemented by those described in "Part II, Item 1A — Risk Factors" of this Quarterly Report.
We specifically disclaim any responsibility to publicly update any information contained in a forward-looking statement except as required by law. All forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risks relating to our operations result primarily from changes in interest rates, gold values and foreign currency exchange rates, and are described in detail in "Part II, Item 7A — Quantitative and Qualitative Disclosures about Market Risk" of our Annual Report on Form 10-K for the year ended September 30, 2018. There have been no material changes to our exposure to market risks since September 30, 2018.
ITEM 4. CONTROLS AND PROCEDURES
This report includes the certifications of our Chief Executive Officer and Chief Financial Officer required by Rule 13a-14 of the Securities Exchange Act of 1934 (the "Exchange Act"). See Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control evaluations referred to in those certifications.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2019. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2019 due to the existence of a material weakness in internal control over financial reporting described below (which we view as an integral part of our disclosure controls and procedures). Based on the performance of additional procedures designed to ensure the reliability of our financial reporting, we believe that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods, presented, in conformity with GAAP.
Changes in Internal Control over Financial Reporting
During the quarter ended March 31, 2019, we experienced changes in our internal control environment that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Specifically, we have certain deficiencies in our information technology general controls (ITGC) that are designed to prevent or detect unauthorized access

43

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or changes to our operating system and databases. Prior to the quarter ended March 31, 2019, we maintained a separate logging system that mitigated the potential impact of those ITGC deficiencies. During the quarter, however, we deemed it necessary to discontinue the separate logging system in order to maintain acceptable system performance at the store level, which eliminated compensating controls that mitigated the potential impact of the ITGC deficiencies. We believe that, without those IT compensating controls and given the lack of sufficiently designed non-IT compensating controls, the underlying ITGC deficiencies represent a material weakness in our internal control over financial reporting.
As of the date of this Quarterly Report on Form 10-Q, we have hired a Chief Information Security Officer, whose primary responsibility is to assist us with the design, implementation and maintenance of appropriate controls to safeguard the confidentiality, integrity and availability of our IT operating and reporting systems. We are focused on remediating the underlying ITGC deficiencies, and we are in the process of improving our control environment to adequately prevent or detect unauthorized access or changes to our operating systems and databases, including the implementation of a new separate logging system that is expected to operate without sacrificing system performance at the store level. See "Part II, Item 1A — Risk Factors."
Inherent Limitations on Internal Controls
Notwithstanding the foregoing, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. Limitations inherent in any control system include the following:
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.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 8 of Notes to Interim Condensed Consolidated Financial Statements included in "Part I, Item 1 — Financial Statements."

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ITEM 1A. RISK FACTORS
Important risk factors that could affect our operations and financial performance, or that could cause results or events to differ from current expectations, are described in "Part I, Item 1A — Risk Factors" of our Annual Report on Form 10-K for the year ended September 30. 2018, as supplemented by the information set forth in "Part II, Item 1A — Risk Factors" of our Quarterly Report on Form 10-Q for the quarter ended December 31, 2018 and by the information set forth below.
We have identified a material weakness in our internal control over financial reporting that, if not effectively remediated, could result in material misstatements in our financial statements.
As described in "Part I, Item 4 — Controls and Procedures," we have identified and evaluated certain deficiencies in our IT general controls, and have concluded that those deficiencies, collectively, represent a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As a result of this material weakness, management has concluded that our disclosure controls and procedures were not effective as of March 31, 2019.
As described in "Part I, Item 4 — Controls and Procedures," we are in the process of implementing a remediation plan to address the underlying ITGC deficiencies. If our remediation efforts are insufficient, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results, which could materially and adversely affect our business, results of operations and financial condition, restrict our ability to access the capital markets, require us to expend significant resources to correct the deficiencies, subject us to fines, penalties or judgments, harm our reputation or otherwise cause a decline in investor confidence.
Our ability to recover our investment in RDC is heavily dependent on RDC's success and performance, including its ability to obtain further debt or equity financing.
We have certain interests in RDC, a previously consolidated variable interest entity, including a $9.1 million non-interest bearing convertible promissory note due January 2021. See Note 5 of Notes to Interim Condensed Consolidated Financial Statements included in "Part I, Item 1 — "Financial Statements." Our ability to recover our investment in RDC, including the amount owed under the convertible promissory note or any value attributable to additional equity interest that we would receive on conversion, is heavily dependent on RDC's success and performance, including its ability to obtain further debt or equity financing. To the extent that RDC is not successful, we may be required in future periods to impair our investment and recognize related investment losses.
ITEM 6. EXHIBITS
The following exhibits are filed with, or incorporated by reference into, this report.
Exhibit No.
  
Description of Exhibit
 
 
 
  
 
  
101.INS†††
  
XBRL Instance Document
101.SCH†††
  
XBRL Taxonomy Extension Schema Document
101.CAL†††
  
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF†††
  
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB†††
  
XBRL Taxonomy Label Linkbase Document
101.PRE†††
  
XBRL Taxonomy Extension Presentation Linkbase Document
Filed herewith.
††
Furnished herewith.
†††
Filed herewith as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2019, March 31, 2018 and September 30, 2018; (ii) Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2019 and March 31, 2018; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended March 31, 2019 and March 31, 2018; (iv) Condensed Consolidated Statements of Stockholders' Equity for the three and six months ended March 31, 2019 and March 31, 2018; (v) Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2019 and March 31, 2018; and (vi) Notes to Interim Condensed Consolidated Financial Statements.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



EZCORP, INC.




Date:
May 8, 2019

/s/ David McGuire



David McGuire, 
Deputy Chief Financial Officer and Chief Accounting Officer
(principal accounting officer)

46