Skip to main content

EZCORP INC

For the period ended Mar 31, 2026. Filed May 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 6, 2026

EZPW$29.58+3.6%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Notes to Condensed Consolidated Financial Statements

NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

EZCORP, Inc. (collectively with its subsidiaries, the “Company,” “we,” “us,” or “our”) is a provider of pawn loans in the United States (“U.S.”), Latin America and the Caribbean. Pawn loans are non-recourse loans collateralized by tangible property. We also sell merchandise, primarily collateral forfeited from pawn lending operations and pre-owned merchandise purchased from customers.

Basis of Presentation

The accompanying interim unaudited condensed consolidated financial statements (“Condensed Consolidated Financial Statements”) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

These Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the year ended September 30, 2025, filed with the Securities and Exchange Commission (“SEC”) on November 13, 2025 (“2025 Annual Report”).

In the opinion of management, the accompanying Condensed Consolidated Financial Statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation. Financial results for the periods presented are not necessarily indicative of results that may be expected for the fiscal year ending September 30, 2026 or any other period due, in part, to seasonal variations.

Beginning in the first quarter of fiscal 2026, following a review of segment expenses to better align direct operating expenses with the respective segments, we modified our methodology for allocating certain expenses used in evaluating financial and segment performance and resource allocation. Specifically, we no longer allocate certain administrative expenses to our Latin America Pawn and U.S. Pawn segments; these costs are now reported within the "General and administrative" line in our Condensed Consolidated Statements of Operations.

We have recast the Condensed Consolidated Statements of Operations and segment contribution for prior periods to conform to this methodology. This resulted in a classification change of certain expenses totaling $5.5 million and $11.0 million from Store expenses to General and administrative for the three and six months ended March 31, 2025, respectively. Additionally, segment contribution no longer includes certain administrative allocations to segments; these costs are now included within Corporate. Refer to Note 11: Segment Information.

There was no impact to Total operating expenses, Operating income, or Consolidated net income on our Condensed Consolidated Statements of Operations.

As a result of the acquisition of Founders One, LLC ("Founders") and its subsidiary Simple Management Group, Inc. ("SMG") effective January 2, 2026, the composition of our reportable segments changed beginning in the second quarter of fiscal 2026. SMG is now reported as a standalone reportable segment. Our equity interest in Cash Converters International Limited (“Cash Converters”) is now included within Corporate, and the Other Investments segment has been eliminated. Prior period segment information has been recast to conform to the current presentation. Refer to Note 11: Segment Information.

Summary of Significant Accounting Policies

There were no material changes to our significant accounting policies during the six months ended March 31, 2026 from the policies described in our 2025 Annual Report.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions include the determination of inventory reserves, expected credit losses, useful lives of long-lived and intangible assets, valuation of share-based compensation, valuation of equity investments, valuation of deferred tax assets and liabilities, loss contingencies related to litigation and discount rates used for operating leases. We base our estimates on historical experience, observable trends and various other assumptions we believe are reasonable. Actual results may differ materially from these estimates under different assumptions or conditions.

Merchandise Sales Revenues Recognition

Customer layaway deposits are recorded as liabilities when a customer provides a deposit for merchandise. Upon cancellation, customer layaway deposits are generally refundable, less a cancellation fee, via credit slip. Our customer layaway deposits balance as of March 31, 2026, 2025 and September 30, 2025 was $39.5 million, $31.0 million and $33.9 million, respectively, and are generally recognized as revenues within a one-year period.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures(“ASU 2023-09”). ASU 2023-09 requires disclosure of specific categories and disaggregation of information in the rate reconciliation table. The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit and income tax expense or benefit from continuing operations. The requirements of this ASU 2023-09 are effective for the Company for annual periods beginning after December 15, 2024. Early adoption is permitted, and the amendments should be applied on a prospective basis. Retrospective application is permitted. The adoption of this ASU is expected to only impact disclosures with respect to the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses(“ASU 2024-03”). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU 2024-03 requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. The requirements of ASU 2024-03 are effective for the Company for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all periods presented in the financial statements. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”). ASU 2025-03 revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. The requirements of ASU 2025-03 are effective for the Company for fiscal years beginning after December 15, 2026, and interim periods within those periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-use Software: Targeted Improvements to the Accounting for Internal-use Software which amends the guidance in ASC 350-40, Intangibles-Goodwill and Other-Internal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans. ASU 2025-08 expands the use of the gross up method to certain acquired loans. Purchased season loans will be accounted for using the gross-up approach. The ASU is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270), which clarifies the scope of interim reporting requirements and introduces a principles-based framework for disclosure of material events occurring after the most recent annual period. The ASU also consolidates interim disclosure requirements from other Codification topics into ASC 270. The guidance is effective for interim periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of this standard on our interim reporting disclosures.

NOTE 2: ACQUISITIONS

Founders One Acquisition

On January 2, 2026, we acquired a controlling interest in Founders by exchanging our existing $45.0 million preferred equity investment and $15.0 million demand promissory note into common equity and contributing an additional $4.4 million in cash. We now own 87.7% of Founders' outstanding common equity. At the time of acquisition, Founders, through its subsidiary SMG, operated 105 pawn stores in the United States and 11 additional countries, primarily under the names "La Familia Pawn and Jewelry" and "CashWiz." Founders holds 85.1% ownership interest in SMG. The acquisition advances our strategy to expand our global pawn operations by consolidating our interest in an established multi-country platform and existing operational infrastructure. Following the departure of the SMG CEO in April, we have assumed direct operational management of SMG.

This transaction was accounted for as a business combination achieved in stages. Immediately prior to the acquisition date, we remeasured our previously held preferred equity investment to its acquisition-date fair value of $46.6 million, resulting in a pre-tax gain of $1.6 million recognized in Other (income) expense in our Condensed Consolidated Statements of Operations during the three months ended March 31, 2026. The acquisition-date fair value of the previously held preferred equity interest was determined using the income approach (discounted cash flow method) and the market approach (guideline public company method). The value attributable to the preferred equity class was determined using an option pricing model, with significant inputs including expected volatility, a risk-free rate, and an estimated time to liquidity.

Our previously held demand promissory note was remeasured to its acquisition-date fair value of $15.0 million, with no gain or loss recognized. In connection with the acquisition, a demand promissory note with a principal balance of $15.0 million and accrued interest of $3.9 million previously held by us at the Founders level was repaid through proceeds of a new debt facility entered into by SMG. This repayment represented the settlement of a pre-existing creditor relationship and was accounted for separately from the business combination. The settlement amount was determined based on the carrying value of the note, which approximated fair value due to its demand nature and market interest rate. No gain or loss resulted from the settlement, and no amount was recognized in our Condensed Consolidated Statements of Operations.

This transaction qualifies as a business combination under ASC 805 due to the acquisition of an integrated set of inputs and processes that are capable of generating outputs. The acquisition included an organized workforce, established pawn operations, and the intellectual property and operational systems across 105 stores. The assets acquired and liabilities assumed are based upon the fair values at the date of acquisition. The excess of the aggregate of consideration transferred, the acquisition-date fair value of previously held interests, and the fair values of noncontrolling interests over the estimated fair value of net identifiable liabilities assumed has been recorded as goodwill.

The purchase price allocation is as follows (in thousands):

Assets acquired:
Cash and cash equivalents$14,345
Pawn loans33,982
Pawn service charges receivable4,843
Inventory22,535
Prepaid expenses and other current assets5,619
Property and equipment10,814
Right-of-use assets26,465
Tradenames60,900
Total assets acquired179,503
Liabilities assumed:
Accounts payable, accrued expenses and other current liabilities$22,494
Long-term debt150,339
Operating lease liabilities26,465
Deferred tax liability16,260
Total liabilities assumed215,558
Net liabilities assumed$(36,055)

Goodwill was calculated as follows (in thousands):

Consideration transferred$4,350
Fair value of previously held preferred equity interest46,595
Fair value of previously held demand promissory note15,000
Fair value of noncontrolling interest in Founders8,849
Fair value of noncontrolling interest in SMG12,586
Total87,380
Less: net identifiable liabilities assumed(36,055)
Goodwill$123,435

The fair values of the noncontrolling interests in Founders and SMG were determined using a combination of the income approach (discounted cash flow method) and the market approach (guideline public company method), with significant inputs including projected cash flows, a discount rate, and market multiples.

In connection with the acquisition, we entered into athree-year senior secured intercompany debt facility with SMG providing $156.4 million in funding at 13% per annum. SMG used the facility proceeds to retire its pre-existing third-party debt, which is reflected as assumed debt in the purchase price allocation above. The cash outflow is presented within “Payments of debt” on the Condensed Consolidated Statements of Cash Flows. This intercompany facility eliminates upon consolidation.

The factors contributing to the recognition of goodwill, which is recorded in our SMG segment, include the value of SMG's assembled workforce, established multi-country store network, and expected synergies with our existing U.S. and Latin America pawn operations. None of the goodwill resulting from this business combination is expected to be deductible for income tax purposes.

The tradenames acquired have been assigned indefinite useful lives and will not be amortized. They will be tested for impairment at least annually in accordance with ASC 350.

The purchase price allocation presented above is preliminary. The fair values of tradenames, certain payroll related liabilities, and deferred taxes have not been finalized. All other amounts are also subject to adjustment during the measurement period as additional information is obtained about facts and circumstances that existed as of the acquisition date. No measurement period adjustments were recorded during the three months ended March 31, 2026.

The results of this acquisition have been included in our Condensed Consolidated Financial Statements from January 2, 2026 and are reported in our SMG segment. The acquired business contributed revenues of $51.3 million and income before income tax of $8.8 million for the period from January 2, 2026 through March 31, 2026.

During the six months ended March 31, 2026, we incurred total acquisition costs of approximately $0.6 million related to the Founders acquisition. Cumulative acquisition-related costs incurred through March 31, 2026 were approximately $1.5 million. The acquisition costs were primarily related to legal, accounting and consulting services, were expensed as incurred and are included in general and administrative expenses in the Condensed Consolidated Statements of Operations.

Founders and SMG are variable interest entities, as neither entity has sufficient equity at risk to finance its activities without additional subordinated financial support. We are now the primary beneficiary of both entities and directly or indirectly hold a majority voting interest in each. We determined that we are the primary beneficiary based on our role as sole Manager of Founders, which controls SMG's board of directors, and our obligation to absorb losses or receive benefits through our 87.7% equity interest in Founders and related lending arrangements. Founders is a holding entity whose sole asset is its equity interest in SMG, which eliminates upon consolidation. SMG is the operating entity whose assets and liabilities are included in our Condensed Consolidated Financial Statements. As SMG meets the definition of a business, we indirectly hold a majority voting interest through Founders, which owns 85.1% of SMG's outstanding common stock, and SMG's assets can be used for purposes other than the settlement of its obligations, certain incremental VIE disclosures are not required in accordance with ASC 810-10-50-5B. The third-party member of Founders holds 12.3% of Founders' outstanding common equity. Third-party shareholders hold 14.9% of SMG's outstanding common stock. These noncontrolling interests are presented separately within Stockholders’ equity on our Condensed Consolidated Balance Sheets.

El Bufalo Pawn Acquisition

On January 12, 2026, we acquired the business operations of 12 pawn stores in Texas, primarily in the Laredo area, operating under the name "El Bufalo Pawn," from LBP, L.P. and certain individual sellers. The total consideration was approximately $27.8 million in cash, of which approximately $1.4 million was retained for standard indemnification purposes and is expected to be paid within twelve months of the acquisition date. The retained payment is included in Accounts payable, accrued expenses and other current liabilities on our Condensed Consolidated Balance Sheets as of March 31, 2026.

This transaction qualifies as a business combination under ASC 805 due to the acquisition of an integrated set of inputs and processes that are capable of generating outputs. Although the transaction includes tangible assets such as loans and inventory, the inclusion of operating infrastructure, licenses, and a functioning workforce supports the conclusion that a business, rather than a group of assets, was acquired.

The assets acquired and liabilities assumed are based upon the fair values at the date of acquisition. The excess purchase price over the estimated fair market value of the net assets acquired has been recorded as goodwill.

The final purchase price allocation is as follows (in thousands):

Assets acquired:
Cash and cash equivalents$146
Pawn loans3,421
Pawn service charges receivable617
Inventory3,173
Property and equipment60
Intangible assets - Trade names4,100
Right-of-use assets7,122
Other assets62
Goodwill19,153
Total assets acquired37,854
Liabilities assumed:
Customer layaway deposits$733
Operating lease liabilities9,302
Total liabilities assumed10,035
Total consideration27,819
Retained Payment(1,375)
Cash Paid$26,444

The factors contributing to the recognition of goodwill, which is recorded in our U.S. Pawn segment, were based on several strategic benefits we expect to realize from the acquisition, including expansion of our store base in the Laredo market and the ability to further leverage our pawn expertise. We expect all of the goodwill resulting from this business combination will be deductible for income tax purposes.

The results of this acquisition have been included in our Condensed Consolidated Financial Statements from January 12, 2026 and are reported in our U.S. Pawn segment. The acquired business contributed revenues of $2.7 million and income before income tax of $0.6 million for the period from January 12, 2026 through March 31, 2026.

During the six months ended March 31, 2026, total acquisition costs were immaterial. The acquisition costs were primarily related to legal, accounting and consulting services, were expensed as incurred and are included in general and administrative expenses in the Condensed Consolidated Statements of Operations.

Unaudited Supplementary Pro Forma Financial Information

The following unaudited pro forma summary presents consolidated information for us as if both business combinations described in this note had occurred on October 1, 2024. The pro forma information is not necessarily indicative of our results of operations had the acquisitions been completed on the above date, nor is it necessarily indicative of our future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisitions, nor does it reflect additional revenue opportunities following the acquisitions.

Three Months EndedMarch 31,Six Months EndedMarch 31,
(in thousands)2026202520262025
Total revenues$446,881$348,632$883,357$719,361
Consolidated net income$48,336$21,497$88,213$45,741

Pro forma net income for the three and six months ended March 31, 2026 was adjusted to exclude the $1.6 million gain on remeasurement of the previously held equity interest in Founders and approximately $0.7 million of acquisition-related costs directly attributable to the acquisitions. Pro forma net income for the three and six months ended March 31, 2025 was adjusted to include these amounts. These pro forma amounts have been calculated after applying the Company's accounting policies.

NOTE 3: GOODWILL

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

(in thousands)U.S. PawnLatin America PawnSMGConsolidated
Balance as of September 30, 2025$268,063$56,826$—$324,889
Acquisitions(a)22,6381,689123,435147,762
Effect of foreign currency translation changes—862—862
Balance as of March 31, 2026$290,701$59,377$123,435$473,513

(a) Amount includes goodwill recognized in connection with acquisitions during the six months ended March 31, 2026 that were immaterial, individually and in the aggregate, and we have therefore omitted certain disclosures in this Form 10-Q.

(in thousands)U.S. PawnLatin America PawnConsolidated
Balance as of September 30, 2024$264,428$42,050$306,478
Effect of foreign currency translation changes—(1,239)(1,239)
Balance as of March 31, 2025$264,428$40,811$305,239

NOTE 4: EARNINGS PER SHARE

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

Three Months EndedMarch 31,Six Months EndedMarch 31,
(in thousands, except per share amounts)2026202520262025
Basic earnings per common share:
Consolidated net income$49,584$25,390$93,888$56,406
Consolidated net (income) attributable to non-controlling interest(481)—(481)—
Consolidated net income attributable to EZCORP - basic49,10325,39093,40756,406
Weighted shares outstanding - basic61,65354,96561,44654,895
Basic earnings per common share attributable to EZCORP$0.80$0.46$1.52$1.03
Diluted earnings per common share:
Consolidated net income attributable to EZCORP - basic$49,103$25,390$93,407$56,406
Add: Convertible Notes interest expense, net of tax (a)1,8502,4053,7284,844
Consolidated net income attributable to EZCORP - diluted$50,953$27,795$97,135$61,250
Weighted shares outstanding - basic61,65354,96561,44654,895
Equity-based compensation awards - effect of dilution (b)1,2801,1961,4311,373
Convertible Notes - effect of dilution (c)20,47726,97920,47726,979
Weighted shares outstanding - diluted83,41083,14083,35483,247
Diluted earnings per common share attributable to EZCORP$0.61$0.33$1.17$0.74
Potential common shares excluded from the calculation of diluted earnings per common share above:
Restricted stock (d)1,4621,4241,4631,433

(a) The Company’s convertible debt for the three and six months ended March 31, 2026 consists of the 3.750% Convertible Senior Notes Due 2029 (the “2029 Convertible Notes”) and, for the three and six months ended March 31, 2025, also includes the 2.375% Convertible Senior Notes Due 2025 (the “2025 Convertible Notes”).

(b) Includes time-based share-based awards and performance-based awards for which targets for fiscal year tranches have been achieved and vesting is subject only to achievement of service conditions.

(c) Approximately 6.5 million of weighted average shares were included for the three and six months ended March 31, 2025 related to the 2025 Convertible Notes, which were settled in the third quarter of fiscal 2025 with a combination of cash and shares.

(d) Includes antidilutive share-based awards as well as performance-based share-based awards that are contingently issuable, but for which the condition for issuance has not been met as of the end of the reporting period.

NOTE 5: LEASES

We determine if a contract contains a lease at inception. Our lease portfolio consists primarily of operating leases for pawn store locations and corporate offices with lease terms ranging from five toten years and finance leases for vehicles with lease terms ranging fromtwo tofive years.

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

(in thousands)Balance Sheet LocationMarch 31, 2026March 31, 2025September 30, 2025
Lease assets:
Operating lease right-of-use assetsRight-of-use assets$269,742$229,878$236,462
Financing lease assetsOther assets, net1,1021,2561,075
Total lease assets$270,844$231,134$237,537
Lease liabilities:
Current:
Operating lease liabilitiesOperating lease liabilities, current$68,041$58,855$61,228
Financing lease liabilitiesAccounts payable, accrued expenses and other current liabilities752589643
Total current lease liabilities$68,793$59,444$61,871
Non-current:
Operating lease liabilitiesOperating lease liabilities$211,956$182,873$184,736
Financing lease liabilitiesOther long-term liabilities481798573
Total non-current lease liabilities$212,437$183,671$185,309
Total lease liabilities$281,230$243,115$247,180

The table below provides major components of our lease costs:

Three Months EndedMarch 31,Six Months EndedMarch 31,
(in thousands)2026202520262025
Operating lease cost:
Operating lease cost*$23,249$18,244$44,110$38,213
Variable lease cost6,6935,75911,7269,052
Total operating lease cost$29,942$24,003$55,836$47,265
Financing lease cost:
Amortization of financing lease assets$178$143$335$282
Interest on financing lease liabilities35417285
Total financing lease cost$213$184$407$367
Total lease cost$30,155$24,187$56,243$47,632
  • Includes reductions for sublease rental income for the three and six-month periods ended March 31, 2026 and 2025 of $0.6 million and $0.6 million, and $1.4 million and $1.3 million, respectively.

Lease expense is recognized on a straight-line basis over the lease term with variable lease expense recognized in the period in which the costs are incurred. The components of lease expense are included in “Store expenses” and “General and administrative” under Operating expenses, based on the underlying lease use. Cash paid for operating leases for the three and six-month periods ended March 31, 2026 and 2025, was $23.4 million and $20.0 million, and $44.7 million and $40.0 million, respectively.

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

Six Months EndedMarch 31,
20262025
Weighted-average remaining lease term (years):
Operating leases5.305.01
Financing leases2.072.31
Weighted-average discount rate:
Operating leases8.41%8.56%
Financing leases12.08%11.14%

As of March 31, 2026, maturities of lease liabilities under ASC 842 by fiscal year were as follows:

(in thousands)Operating LeasesFinancing Leases
Remaining 2026$44,872$452
Fiscal 202781,890627
Fiscal 202864,339167
Fiscal 202948,305119
Fiscal 203034,43637
Thereafter75,914—
Total lease liabilities$349,756$1,402
Less: portion representing imputed interest69,759169
Total net lease liabilities$279,997$1,233
Less: current portion68,041752
Total long-term net lease liabilities$211,956$481

We recorded $65.3 million and $34.0 million in non-cash additions to our operating right-of-use assets and lease liabilities for the six months ended March 31, 2026 and 2025, respectively.

NOTE 6: STRATEGIC INVESTMENTS

Cash Converters International Limited

As of March 31, 2026, we owned approximately 43.7% of Cash Converters. We acquired our original investment in November 2009 and have increased our ownership through the acquisition of additional shares periodically since that time. During the six months ended March 31, 2026, we acquired an additional 35,780,747 shares for $7.1 million bringing our total shares owned to 309,719,904 shares. This additional investment did not increase our ownership percentage in Cash Converters.

We received cash dividends from Cash Converters of $1.8 million and $1.9 million during the six months ended March 31, 2026 and 2025, respectively.

During the three and six-month periods ended March 31, 2026 and 2025, we recorded our share of income of $1.0 million and $1.9 million, and $2.9 million and $3.5 million, respectively, from Cash Converters, included in “Equity in net income of unconsolidated affiliates” in the Condensed Consolidated Statements of Operations.

See Note 7: Fair Value Measurements for the fair value and carrying value of our investment in Cash Converters.

Founders One, LLC

In fiscal 2022, we invested $15.0 million in exchange for a non-redeemable voting participating preferred equity interest in Founders, a then newly-formed entity with one other member. In fiscal 2023, we contributed an additional $15.0 million associated with our preferred interest and loaned Founders $15.0 million in exchange for a Demand Promissory Note secured by the common interest held by the other member. In fiscal 2024, we contributed an additional $15.0 million associated with our preferred interest, bringing our total preferred equity investment in Founders to $45.0 million.

On January 2, 2026 we acquired a controlling interest in Founders through a combination of the exchange of our preferred equity investment in Founders, conversion of a Demand Promissory Note, and cash on hand, see Note 2: Acquisitions. In prior periods, our preferred equity investment in Founders, a variable interest entity, was accounted for utilizing the measurement alternative within ASC 321, Investments — Equity Securities and presented in “Other investments” in our Condensed Consolidated Balance Sheets.

NOTE 7: FAIR VALUE MEASUREMENTS

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

Level 1 — Quoted market prices in active markets for identical assets or liabilities.

Level 2 — Other observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 — Unobservable inputs that are not corroborated by market data.

We have elected not to measure at fair value any eligible items for which fair value measurement is optional.

There were no transfers in or out of Level 1, Level 2 or Level 3 for financial assets or liabilities measured at fair value on a recurring basis during the periods presented.

Financial Assets and Liabilities Not Measured at Fair Value

The tables below present our estimates of fair value of financial assets and liabilities that were not measured at fair value:

Carrying Value · Estimated Fair Value
March 31, 2026 · March 31, 2026 · Fair Value Measurement Using
(in thousands) · Level 1 · Level 2 · Level 3
Financial assets:
Investments in unconsolidated affiliates$26,093$61,839$60,459$—$1,380
Financial liabilities:
2029 Convertible Notes$225,751$558,257$—$558,257$—
2032 Senior Notes293,250313,420—313,420—
Carrying Value · Estimated Fair Value
March 31, 2025 · March 31, 2025 · Fair Value Measurement Using
(in thousands) · Level 1 · Level 2 · Level 3
Financial assets:
Promissory note receivable from Founders$16,921$16,921$—$—$16,921
Investments in unconsolidated affiliates13,96742,19941,349—850
Financial liabilities:
2025 Convertible Notes$103,325$104,024$—$104,024$—
2029 Convertible Notes224,723338,089—338,089—
2032 Senior Notes292,465305,117—305,117—
Carrying Value · Estimated Fair Value
September 30, 2025 · September 30, 2025 · Fair Value Measurement Using
(in thousands) · Level 1 · Level 2 · Level 3
Financial assets:
Promissory note receivable from Founders$24,369$24,369$—$—$24,369
Investments in unconsolidated affiliates18,12359,72958,573—1,156
Financial liabilities:
2029 Convertible Notes$225,258$422,931$—$422,931$—
2032 Senior Notes292,818320,734—320,734—

Based primarily on the short-term nature of cash and cash equivalents, pawn loans, pawn service charges receivable and other liabilities, we estimate that their carrying value approximates fair value. We consider our cash and cash equivalents to be measured using Level 1 inputs and our pawn loans, pawn service charges receivable and other liabilities to be measured using Level 3 inputs. Significant increases or decreases in the underlying assumptions used to value pawn loans, pawn service charges receivable, consumer loans, fees and interest receivable and other debt could significantly increase or decrease these fair value estimates.

We use the equity method of accounting to account for our ownership interest in Cash Converters. The inputs used to generate the fair value of the investment in Cash Converters were considered Level 1 inputs. These inputs consist of (a) the quoted stock price on the Australian Stock Exchange multiplied by (b) the number of shares we owned multiplied by (c) the applicable foreign currency exchange rate as of the end of our reporting period. We included no control premium for owning a large percentage of outstanding shares.

We measured the fair value of the 2025 Convertible Notes, 2029 Convertible Notes, and 2032 Senior Notes using quoted price inputs. The notes are not actively traded, and thus the price inputs represent a Level 2 measurement. As the quoted price inputs are highly variable from day to day, the fair value estimates disclosed above could significantly increase or decrease.

NOTE 8: DEBT

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

March 31, 2026March 31, 2025September 30, 2025
(in thousands)Gross AmountDeferred Financing CostsCarrying AmountGross AmountDeferred Financing CostsCarrying AmountGross AmountDeferred Financing CostsCarrying Amount
2032 Senior Notes$300,000$(6,750)$293,250$300,000$(7,535)$292,465$300,000$(7,182)$292,818
2029 Convertible Notes230,000(4,249)225,751230,000(5,277)224,723230,000(4,742)225,258
2025 Convertible Notes———103,373(48)103,325———
Total$530,000$(10,999)$519,001$633,373$(12,860)$620,513$530,000$(11,924)$518,076
Less current portion———103,373(48)103,325———
Total long-term debt$530,000$(10,999)$519,001$530,000$(12,812)$517,188$530,000$(11,924)$518,076

The following table presents the Company’s interest expense related to its debt for the three and six months ended March 31, 2026 and 2025:

Three Months EndedMarch 31,Six Months EndedMarch 31,
(in thousands)2026202520262025
2032 Senior Notes:
Contractual interest expense$5,531$184$11,063$184
Amortization of deferred financing costs21874327
Total interest expense$5,749$191$11,495$191
2029 Convertible Notes:
Contractual interest expense$2,156$2,157$4,313$4,313
Amortization of deferred financing costs228217493466
Total interest expense$2,384$2,374$4,806$4,779
2025 Convertible Notes:
Contractual interest expense$—$614$—$1,228
Amortization of deferred financing costs—119—252
Total interest expense$—$733$—$1,480

As of March 31, 2026, the Company was in compliance with all covenants related to the 2032 Senior Notes.

The reported sale price of our Class A Common Stock was greater than or equal to 130% of the applicable conversion price for the 2029 Convertible Notes for at least 20 trading days in the 30 consecutive trading days ended on March 31, 2026. As a result, the 2029 Convertible Notes are convertible at the option of the holders during the fiscal quarter ending June 30, 2026.

NOTE 9: COMMON STOCK AND STOCK COMPENSATION

Common Stock Repurchase Program

On November 11, 2025, the Company’s Board of Directors (the “Board”) authorized the repurchase of up to $50 million of our Class A Non-Voting common shares over the next three years (the “2026 Common Stock Repurchase Program”). During the three months ended March 31, 2026, the Company repurchased and retired 155,838 of our Class A Common Stock for $4.0 million under the 2026 Common Stock Repurchase Program. During the three months ended December 31, 2025, the Company didnot repurchase any shares under this program.

The Board previously authorized a repurchase program on May 3, 2022 (the “2022 Common Stock Repurchase Program”) which expired on May 3, 2025. The 2022 Common Stock Repurchase Program authorized the repurchase of up to $50 million of our Class A Common Stock over three years. During the three and six-month periods ended March 31, 2025, the Company repurchased and retired 82,136 shares for $1.0 million, and 332,599 shares for $4.0 million, respectively, under the 2022 Common Stock Repurchase Program.

The amount and timing of purchases was dependent on a variety of factors, including stock price, trading volume, general market conditions, legal and regulatory requirements, general business conditions, the level of cash flows, and corporate considerations determined by management and the Board, such as liquidity and capital needs and the availability of attractive alternative investment opportunities. The repurchase amount is allocated between “Additional paid-in capital” and “Retained earnings” in our condensed consolidated balance sheets.

Stock Compensation

We maintain a Board-approved incentive plan to retain the services of our valued officers, directors and employees and to incentivize such persons to make contributions to our company and motivate excellent performance (the “Incentive Plan”). Under the Incentive Plan, we grant awards of restricted stock or restricted stock units to employees and non-employee directors. Awards granted to employees are typically subject to performance and service conditions. Awards granted to non-employee directors are time-based awards subject only to service conditions. Awards granted under the Incentive Plan are measured at the grant date fair value with compensation costs associated with the awards recognized over the requisite service period, usually the vesting period, on a straight-line basis.

The following table presents a summary of stock compensation activity:

SharesWeighted AverageGrant Date Fair Value
Outstanding as of September 30, 20252,321,840$8.85
Granted868,42615.69
Released(1,223,562)9.26
Cancelled(14,358)12.16
Outstanding as of March 31, 20261,952,346$11.61

NOTE 10: COMMITMENTS AND CONTINGENCIES

Currently, and from time to time, we are involved in various claims, disputes, lawsuits, investigations, and legal and regulatory proceedings. We accrue for contingencies if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because these matters are inherently unpredictable and unfavorable developments or resolutions can occur, assessing contingencies requires judgments and is highly subjective about future events, and the amount of resulting loss may differ from these estimates. We do not believe the resolution of any particular matter will have a material adverse effect on our financial condition, results of operations or liquidity.

NOTE 11: SEGMENT INFORMATION

Our operations are primarily managed on a geographical basis and are comprised ofthree reportable segments. Our chief operating decision maker (“CODM”) is our chief executive officer. The CODM uses key financial information such as revenue growth, pawn service charges, segment gross profit, and segment contribution by comparing to and monitoring against budget and prior year results to evaluate segment performance and allocate resources.

We regularly monitor for changes in facts and circumstances that would necessitate changes in our determination of operating segments. As indicated in Note 1, our results below reflect our updated methodology used in allocating certain expenses beginning in the first quarter of fiscal 2026, and the results from the prior period presented have been recast to conform with the current presentation.

As a result of the acquisition of Founders and SMG effective January 2, 2026, the composition of our reportable segments changed beginning in the second quarter of fiscal 2026. Refer to Note 2: Acquisitions for further details. SMG is now reported as a standalone reportable segment. Our equity interest in CCV is now included within Corporate as it is not a reportable segment. Prior period segment information has been recast to reclassify CCV equity income and interest income from notes receivable from Founders from the "Other Investments" segment to Corporate. Because SMG was not a consolidated subsidiary prior to January 2, 2026, no SMG segment results prior to January 2, 2026 exist in our consolidated financial statements.

We currently report our segments as follows:

U.S. Pawn — all pawn activities in the United States, except for SMG;

Latin America Pawn — all pawn activities in Mexico and other parts of Latin America, except for SMG; and

SMG — all pawn activities of Simple Management Group, Inc.

Corporate items include administrative expenses, depreciation and amortization, loss (gain) on sale or disposal of assets, interest income and expense, equity in net income of unconsolidated affiliates, and other (income) expense, and are not allocated between the segments. There are no inter-segment revenues presented below, and the amounts below were determined in accordance with the same accounting principles used in our consolidated financial statements.

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

(in thousands)U.S. PawnLatin America PawnSMGTotal SegmentsCorporate ItemsConsolidated
Revenues:
Merchandise sales$127,884$68,762$17,819$214,465$—$214,465
Jewelry scrap sales55,4906,64019,11081,240—81,240
Pawn service charges98,77037,97614,382151,128—151,128
Other revenues3216—48—48
Total revenues282,176113,39451,311446,881—446,881
Merchandise cost of goods sold79,64745,22711,914136,788—136,788
Jewelry scrap cost of goods sold32,6584,13713,26050,055—50,055
Gross profit169,87164,03026,137260,038—260,038
Segment and corporate expenses (income):
Store expenses88,98242,52316,614148,119—148,119
General and administrative————34,48834,488
Depreciation and amortization2,8092,7336746,2163,3729,588
Interest expense————8,3548,354
Interest income————(2,587)(2,587)
Equity in net income of unconsolidated affiliates————(1,166)(1,166)
Other (income) expense—(343)38(305)(1,939)(2,244)
Segment contribution$78,080$19,117$8,811$106,008
Income (loss) before income taxes$106,008$(40,522)$65,486
(in thousands) · U.S. Pawn · Latin America Pawn · Total Segments · Corporate Items · Consolidated
Revenues:
Merchandise sales$116,915$52,552$169,467$—$169,467
Jewelry scrap sales16,8984,04020,938—20,938
Pawn service charges87,54828,323115,871—115,871
Other revenues241640—40
Total revenues221,38584,931306,316—306,316
Merchandise cost of goods sold74,77236,783111,555—111,555
Jewelry scrap cost of goods sold13,2353,07416,309—16,309
Gross profit133,37845,074178,452—178,452
Segment and corporate expenses (income):
Store expenses81,71829,349111,067—111,067
General and administrative———25,10025,100
Depreciation and amortization2,6821,9894,6713,3498,020
Loss on sale or disposal of assets and other17—17—17
Interest expense———3,2813,281
Interest income (a)———(1,875)(1,875)
Equity in net income of unconsolidated affiliates (b)———(1,505)(1,505)
Other (income) expense4(137)(133)68(65)
Segment contribution$48,957$13,873$62,830
Income (loss) before income taxes$62,830$(28,418)$34,412
(a)Interest income includes $0.6 million of interest income from notes receivable from Founders, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.
(b)Equity in net income of unconsolidated affiliates includes $1.9 million of equity income from CCV, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.
(in thousands)U.S. PawnLatin America PawnSMGTotal SegmentsCorporate ItemsConsolidated
Revenues:
Merchandise sales$266,926$139,867$17,819$424,612$—$424,612
Jewelry scrap sales91,00511,03419,110121,149—121,149
Pawn service charges193,94474,71914,382283,045—283,045
Other revenues6133—94—94
Total revenues551,936225,65351,311828,900—828,900
Merchandise cost of goods sold165,33492,29611,914269,544—269,544
Jewelry scrap cost of goods sold56,0227,07013,26076,352—76,352
Gross profit330,580126,28726,137483,004—483,004
Segment and corporate expenses (income):
Store expenses176,14882,12916,614274,891—274,891
General and administrative————61,23161,231
Depreciation and amortization5,5325,26867411,4746,87018,344
Loss on sale or disposal of assets and other87——87—87
Interest expense————16,52016,520
Interest income (c)————(7,401)(7,401)
Equity in net income of unconsolidated affiliates (d)————(2,989)(2,989)
Other (income) expense—(366)38(328)(2,008)(2,336)
Segment contribution$148,813$39,256$8,811$196,880
Income (loss) before income taxes$196,880$(72,223)$124,657
(c)Interest income includes $1.0 million of interest income from notes receivable from Founders recorded in the first quarter of fiscal 2026, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.
(d)Equity in net income of unconsolidated affiliates includes $1.8 million of equity income from CCV recorded in the first quarter of fiscal 2026, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.
(in thousands) · U.S. Pawn · Latin America Pawn · Total Segments · Corporate Items · Consolidated
Revenues:
Merchandise sales$245,715$110,095$355,810$—$355,810
Jewelry scrap sales32,3965,27437,670—37,670
Pawn service charges175,42457,499232,923—232,923
Other revenues513283—83
Total revenues453,586172,900626,486—626,486
Merchandise cost of goods sold156,32877,051233,379—233,379
Jewelry scrap cost of goods sold25,2034,04829,251—29,251
Gross profit272,05591,801363,856—363,856
Segment and corporate expenses (income):
Store expenses163,19958,804222,003—222,003
General and administrative———49,28449,284
Depreciation and amortization5,3994,0359,4346,92116,355
Loss on sale or disposal of assets and other17825—25
Interest expense———6,4286,428
Interest income (e)———(3,968)(3,968)
Equity in net income of unconsolidated affiliates (f)———(2,980)(2,980)
Other (income) expense(7)(208)(215)1,128913
Segment contribution$103,447$29,162$132,609
Income (loss) before income taxes$132,609$(56,813)$75,796
(e)Interest income includes $1.2 million of interest income from notes receivable from Founders, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.
(f)Equity in net income of unconsolidated affiliates includes $3.5 million of equity income from CCV, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.

The following table presents separately identified segment assets:

(in thousands) · Pawn Loans · Inventory · Total
U.S. Pawn$230,478$188,207$418,685
Latin America Pawn86,26061,659147,919
SMG32,63026,09758,727
Total segment assets$625,331
Total other assets1,501,426
Total consolidated assets$2,126,757
U.S. Pawn$199,418$156,816$356,234
Latin America Pawn62,41250,967113,379
Total segment assets$469,613
Total other assets1,360,015
Total consolidated assets$1,829,628
U.S. Pawn$233,774$185,640$419,414
Latin America Pawn73,72262,817136,539
Total segment assets$555,953
Total other assets1,395,256
Total consolidated assets$1,951,209

NOTE 12: SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION

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

(in thousands)March 31, 2026March 31, 2025September 30, 2025
Gross pawn service charges receivable$67,090$54,024$63,348
Allowance for uncollectible pawn service charges receivable(14,059)(11,701)(14,615)
Pawn service charges receivable, net$53,031$42,323$48,733
Gross inventory$279,303$211,191$252,049
Inventory reserves(3,340)(3,408)(3,592)
Inventory, net$275,963$207,783$248,457
Prepaid expenses and other$15,698$3,740$9,429
Accounts receivable and other34,17315,91215,106
Notes receivable—17,57524,369
Income taxes prepaid and receivable8,6803,0562,317
Prepaid expenses and other current assets$58,551$40,283$51,221
Property and equipment, gross$338,530$284,008$310,278
Accumulated depreciation(251,636)(219,858)(234,947)
Property and equipment, net$86,894$64,150$75,331
Accounts payable$24,827$14,927$22,923
Accrued payroll25,41115,53819,063
Incentive accrual18,0259,55420,068
Accrued interest payable13,5783,72313,763
Other payroll related expenses6,8264,1325,704
Accrued sales and VAT taxes5,4324,0354,377
Accrued income taxes payable12,9134,9385,515
Other current liabilities17,17313,99614,030
Accounts payable, accrued expenses and other current liabilities$124,185$70,843$105,443

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

Six Months EndedMarch 31,
(in thousands)20262025
Supplemental disclosure of cash flow information
Cash and cash equivalents at beginning of period$469,524$170,513
Short-term restricted cash at beginning of period5259,294
Long-term restricted cash at beginning of period14,664—
Total cash and cash equivalents and restricted cash at beginning of period$484,713$179,807
Cash and cash equivalents at end of period$354,175$505,239
Short-term restricted cash at end of period9589,499
Long-term restricted cash at end of period14,929—
Total cash and cash equivalents and restricted cash at end of period$370,062$514,738
Non-cash investing and financing activities:
Pawn loans forfeited and transferred to inventory$239,951$210,786
Accrued acquisition consideration$1,650$—
Conversion of promissory note to equity$15,000$—
Fair value of preferred equity investment converted to equity in Founders$46,600$—
Accrued debt issuance costs$—$2,231

NOTE 13: SUBSEQUENT EVENTS

Maple Empeños Acquisition

On April 17, 2026, we acquired the assets of 32 pawn store locations in Guatemala operating under the name "Maple Empeños" for approximately $6.0 million. The preliminary purchase price allocation for this transaction has not yet been completed and is based on preliminary estimates that are subject to change as additional information becomes available. Final amounts, including tangible assets, identifiable intangible assets, if any, and goodwill, will be disclosed in accordance with ASC 805 in future filings.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.