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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 June 30, 2016
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
 
 
 
 

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, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
Accelerated filer
x
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company
¨
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 August 5, 2016, 51,010,920 shares of the registrant’s Class A Non-voting 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)
 
June 30,
2016
 
June 30,
2015
 
September 30,
2015
 
 
 
 
 
 
 
(Unaudited)
 
 
Assets:
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
$
29,380

 
$
113,405

 
$
56,244

Restricted cash
5,000

 
218

 
144

Pawn loans
160,269

 
144,377

 
159,964

Pawn service charges receivable, net
29,643

 
26,989

 
30,852

Inventory, net
130,368

 
115,283

 
124,084

Income taxes receivable

 
2,745

 
40,657

Current assets held for sale (1)
156,587

 
82,845

 
72,858

Prepaid expenses and other current assets
20,734

 
57,644

 
24,933

Total current assets
531,981

 
543,506

 
509,736

Investment in unconsolidated affiliate
57,656

 
90,423

 
56,182

Property and equipment, net
61,201

 
99,353

 
73,938

Goodwill
254,273

 
249,174

 
251,646

Intangible assets, net
30,569

 
37,951

 
30,778

Deferred tax asset, net
33,386

 
39,569

 
24,405

Non-current assets held for sale (1)

 
231,977

 
226,623

Other assets, net
18,950

 
26,493

 
13,736

Total assets
$
988,016

 
$
1,318,446

 
$
1,187,044

 
 
 
 
 
 
Liabilities, temporary equity and equity:
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable, accrued expenses and other current liabilities
$
59,239

 
$
77,966

 
$
109,875

Current liabilities held for sale (2)
130,627

 
81,248

 
87,725

Customer layaway deposits
11,201

 
9,635

 
10,470

Income taxes payable
4,842

 

 

Total current liabilities
205,909

 
168,849

 
208,070

Long-term debt, net
211,421

 
207,925

 
197,976

Non-current liabilities held for sale (2)

 
125,378

 
101,644

Deferred gains and other long-term liabilities
3,321

 
4,752

 
3,703

Total liabilities
420,651

 
506,904

 
511,393

Commitments and contingencies (Note 11)


 


 


Temporary equity:
 
 
 
 
 
Class A Non-voting Common Stock, subject to possible redemption at $10.06 per share; none as of June 30, 2016 and 1,168,456 shares issued and outstanding at redemption value as of June 30, 2015 and September 30, 2015

 
11,696

 
11,696

Redeemable noncontrolling interest
(2,410
)
 
16,318

 
2,532

Total temporary equity
(2,410
)
 
28,014

 
14,228

Stockholders’ equity:
 
 
 
 
 
Class A Non-voting Common Stock, par value $.01 per share; shares authorized: 100 million as of June 30, 2016 and 2015 and September 30, 2015; issued and outstanding: 51,019,332 as of June 30, 2016; 50,681,477 as of June 30, 2015; and 50,726,289 as of September 30, 2015
510

 
506

 
507

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

 
30

 
30

Additional paid-in capital
313,607

 
327,018

 
307,080

Retained earnings
320,537

 
498,360

 
407,825

Accumulated other comprehensive loss
(64,703
)
 
(42,386
)
 
(54,019
)
EZCORP, Inc. stockholders’ equity
569,981

 
783,528

 
661,423

Noncontrolling interest
(206
)
 

 

Total equity
569,775

 
783,528

 
661,423

Total liabilities, temporary equity and equity
$
988,016

 
$
1,318,446

 
$
1,187,044

See accompanying notes to unaudited interim condensed consolidated financial statements.

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(1)    These amounts include the following assets of our consolidated VIEs (see Note 2 and Note 16):
 
June 30,
2016
 
June 30,
2015
 
September 30,
2015
 
 
 
 
 
 
 
(in thousands)
Restricted cash
$
294

 
$
1,617

 
$
1,361

Consumer loans, net
5,212

 
13,207

 
5,846

Consumer loan fees and interest receivable, net
2,948

 
4,979

 
6,399

Non-current consumer loans, net
13,440

 
30,238

 
27,162

Total assets of consolidated VIEs
$
21,894

 
$
50,041

 
$
40,768

(2)    These amounts include the following liabilities of our consolidated VIEs (see Note 2 and Note 16):
 
June 30,
2016
 
June 30,
2015
 
September 30,
2015
 
 
 
 
 
 
 
 
 
(in thousands)
 
Current maturities of long-term debt
$
35,959

 
$
46,039

 
$
42,017

*
Accounts payable and other accrued expenses
1,272

 
3,988

 
4,313

 
Long-term debt, less current maturities
4,884

 
40,776

 
31,247

*
Total liabilities of consolidated VIEs
$
42,115

 
$
90,803

 
$
77,577

 
*
This amount has been revised from the originally filed amount due to an immaterial reclassification error between current and non-current amounts as of September 30, 2015. The consolidated amounts previously reported in the balance sheet were correct.
See accompanying notes to unaudited interim condensed consolidated financial statements.

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EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
Three Months Ended June 30,
 
Nine Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(Unaudited)
 
(in thousands, except per share amounts)
Revenues:
 
 
 
 
 
 
 
Merchandise sales
$
94,014

 
$
93,137

 
$
311,941

 
$
310,628

Jewelry scrapping sales
11,230

 
10,588

 
33,631

 
47,521

Pawn service charges
62,473

 
57,599

 
193,197

 
181,996

Consumer loan fees and interest
2,201

 
2,708

 
6,603

 
7,517

Other revenues
232

 
587

 
548

 
2,047

Total revenues
170,150

 
164,619

 
545,920

 
549,709

Merchandise cost of goods sold
60,140

 
61,460

 
194,731

 
206,430

Jewelry scrapping cost of goods sold
9,110

 
8,580

 
28,271

 
37,609

Consumer loan bad debt
506

 
771

 
1,549

 
2,197

Net revenues
100,394

 
93,808

 
321,369

 
303,473

Operating expenses:


 


 


 


Operations
73,172

 
71,455

 
221,446

 
213,335

Administrative
14,481

 
16,860

 
50,085

 
44,212

Depreciation and amortization
6,274

 
7,537

 
20,422

 
22,448

(Gain) loss on sale or disposal of assets
(41
)
 
82

 
641

 
725

Restructuring

 
37

 
1,910

 
763

Total operating expenses
93,886

 
95,971

 
294,504

 
281,483

Operating income (loss)
6,508

 
(2,163
)
 
26,865

 
21,990

Interest expense
3,936

 
3,783

 
12,014

 
12,456

Interest income
(50
)
 
(84
)
 
(66
)
 
(223
)
Equity in net income of unconsolidated affiliate
(1,694
)
 
(1,822
)
 
(5,626
)
 
(338
)
Other expense (income)
500

 
(222
)
 
815

 
953

Income (loss) from continuing operations before income taxes
3,816

 
(3,818
)
 
19,728

 
9,142

Income tax expense (benefit)
1,038

 
(3,035
)
 
11,224

 
4,217

Income (loss) from continuing operations, net of tax
2,778

 
(783
)
 
8,504

 
4,925

Loss from discontinued operations, net of tax
(9,133
)
 
(9,454
)
 
(100,916
)
 
(5,047
)
Net loss
(6,355
)
 
(10,237
)
 
(92,412
)
 
(122
)
Net loss attributable to noncontrolling interest
(666
)
 
(390
)
 
(5,124
)
 
(3,230
)
Net (loss) income attributable to EZCORP, Inc.
$
(5,689
)
 
$
(9,847
)
 
$
(87,288
)
 
$
3,108

 
 
 
 
 
 
 
 
Basic earnings per share attributable to EZCORP, Inc.  continuing operations
$
0.05

 
$
(0.01
)
 
$
0.16

 
$
0.11

Diluted earnings per share attributable to EZCORP, Inc.  continuing operations
$
0.05

 
$
(0.01
)
 
$
0.16

 
$
0.11

 
 
 
 
 
 
 
 
Weighted-average basic shares outstanding
53,980

 
54,820

 
54,574

 
54,216

 
 
 
 
 
 
 
 
Net income (loss) from continuing operations attributable to EZCORP, Inc.
$
2,904

 
$
(683
)
 
$
8,954

 
$
5,807

Net loss from discontinued operations attributable to EZCORP, Inc.
(8,593
)
 
(9,164
)
 
(96,242
)
 
(2,699
)
Net (loss) income attributable to EZCORP, Inc.
$
(5,689
)
 
$
(9,847
)
 
$
(87,288
)
 
$
3,108

See accompanying notes to unaudited interim condensed consolidated financial statements.

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EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
 
Three Months Ended June 30,
 
Nine Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(Unaudited)
 
(in thousands)
Net loss
$
(6,355
)
 
$
(10,237
)
 
$
(92,412
)
 
$
(122
)
Other comprehensive loss:
 
 
 
 
 
 
 
Foreign currency translation loss, net of income tax (expense) benefit for our investment in unconsolidated affiliate of ($799) and $1,052 for the three and nine-months ended June 30, 2016, respectively, and $1,370 and $1,590 for the three and nine-months ended June 30, 2015, respectively
(1,832
)
 
(8,477
)
 
(10,976
)
 
(36,476
)
Cash flow hedges:
 
 
 
 
 
 
 
Amounts reclassified from accumulated other comprehensive loss

 
35

 
22

 
422

Other comprehensive loss, net of tax
(1,832
)
 
(8,442
)
 
(10,954
)
 
(36,054
)
Comprehensive loss
$
(8,187
)
 
$
(18,679
)
 
$
(103,366
)
 
$
(36,176
)
Attributable to noncontrolling interest:
 
 
 
 
 
 
 
Net loss
(666
)
 
(390
)
 
(5,124
)
 
(3,230
)
Foreign currency translation loss
66

 
(626
)
 
(271
)
 
(3,853
)
Amounts reclassified from accumulated other comprehensive loss

 
9

 
1

 
103

Comprehensive loss attributable to noncontrolling interest
(600
)

(1,007
)
 
(5,394
)

(6,980
)
Comprehensive loss attributable to EZCORP, Inc.
$
(7,587
)
 
$
(17,672
)
 
$
(97,972
)
 
$
(29,196
)
See accompanying notes to unaudited interim condensed consolidated financial statements.

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EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Nine Months Ended June 30,
 
2016
 
2015
 
 
 
 
 
(Unaudited)
 
(in thousands)
Operating activities:
 
 
 
Net loss
$
(92,412
)
 
$
(122
)
Loss from discontinued operations*
100,172

 
7,819

Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Depreciation and amortization
20,422

 
25,316

Amortization of debt discount and consumer loan premium, net
6,574

 
6,099

Consumer loan loss provision
278

 
18,652

Deferred income taxes
(321
)
 
(5,742
)
Impairment of goodwill

 
10,550

Amortization of deferred financing costs
1,318

 
1,213

Other adjustments
961

 
1,348

Loss on sale or disposal of assets
641

 
956

Stock compensation expense (benefit)
3,206

 
(1,319
)
Income from investment in unconsolidated affiliate
(5,626
)
 
(338
)
Changes in operating assets and liabilities, net of business acquisitions:
 
 
 
Service charges and fees receivable
1,838

 
5,329

Inventory
(1,349
)
 
926

Prepaid expenses, other current assets and other assets
(1,038
)
 
(5,124
)
Accounts payable and other, deferred gains and other long-term liabilities
(22,902
)
 
(13,029
)
Customer layaway deposits
781

 
1,127

Restricted cash
(4,861
)
 
(459
)
Income taxes receivable
45,499

 
17,459

Payments of restructuring charges
(8,367
)
 
(3,668
)
Dividends from unconsolidated affiliate
2,197

 
4,842

Net cash provided by operating activities  continuing operations
47,011

 
71,835

Net cash provided by (used in) operating activities  discontinued operations*
10,926

 
(21,523
)
Investing activities:
 
 
 
Loans made
(469,133
)
 
(575,038
)
Loans repaid
291,704

 
409,793

Recovery of pawn loan principal through sale of forfeited collateral
173,710

 
191,170

Additions to property and equipment
(6,408
)
 
(21,914
)
Acquisitions, net of cash acquired
(6,000
)
 
(4,120
)
Investment in unconsolidated affiliate

 
(12,140
)
Net cash used in investing activities  continuing operations
(16,127
)
 
(12,249
)
Net cash provided by (used in) investing activities  discontinued operations*
4,590

 
(1,894
)
Financing activities:
 
 
 
Payout of deferred consideration
(14,875
)
 
(6,000
)
Repurchase of redeemable common stock issued due to acquisitions
(11,750
)
 

Purchase of subsidiary shares from noncontrolling interest

 
(2,774
)
Payments on capital lease obligations
(48
)
 
(355
)
Net cash used in financing activities  continuing operations
(26,673
)
 
(9,129
)
Net cash (used in) provided by financing activities  discontinued operations*
(41,237
)
 
37,713

Effect of exchange rate changes on cash and cash equivalents
(6,506
)
 
(5,691
)
Net (decrease) increase in cash and cash equivalents
(28,016
)
 
59,062

Cash and cash equivalents at beginning of period, excluding held for sale
56,244

 
52,294

Cash and cash equivalents held for sale at beginning of period
2,880

 
3,031

Cash and cash equivalents at end of period
31,108

 
114,387


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EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Less: cash and cash equivalents held for sale at end of period
(1,728
)
 
(982
)
Cash and cash equivalents at end of period, excluding held for sale
$
29,380

 
$
113,405

 
 
 
 
Non-cash investing and financing activities:
 
 
 
Pawn loans forfeited and transferred to inventory
$
179,394

 
$
170,185

Issuance of common stock, subject to possible redemption, due to acquisition

 
11,696

Deferred consideration

 
124

Payable to purchase additional shares of noncontrolling interest

 
322

*
See Note 1 for discussion of operations discontinued subsequent to the adoption of ASU 2014-08. Amounts are exclusive of intercompany loans.
See accompanying notes to unaudited interim condensed consolidated financial statements.

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EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 
Common Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive Loss
 
EZCORP, Inc.
Stockholders’
Equity
 
Shares
 
Par Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Unaudited, except balances as of September 30, 2015 and 2014)
 
(in thousands)
Balances as of September 30, 2014
53,585

 
$
536

 
$
332,264

 
$
495,252

 
$
(10,082
)
 
$
817,970

Issuance of common stock related to 401(k) match
1

 

 

 

 

 

Stock compensation

 

 
(1,319
)
 

 

 
(1,319
)
Purchase of subsidiary shares from noncontrolling interest

 

 
(3,564
)
 

 
(72
)
 
(3,636
)
Release of restricted stock
66

 

 

 

 

 

Excess tax deficiency from stock compensation

 

 
(167
)
 

 

 
(167
)
Taxes paid related to net share settlement of equity awards

 

 
(196
)
 

 

 
(196
)
Amounts reclassified from accumulated other comprehensive loss

 

 

 

 
319

 
319

Foreign currency translation adjustment

 

 

 

 
(32,551
)
 
(32,551
)
Net income attributable to EZCORP, Inc.

 

 

 
3,108

 

 
3,108

Balances as of June 30, 2015
53,652

 
$
536

 
$
327,018

 
$
498,360

 
$
(42,386
)
 
$
783,528

 
 
 
 
 
 
 
 
 
 
 
 
Balances as of September 30, 2015
53,696

 
$
537

 
$
307,080

 
$
407,825

 
$
(54,019
)
 
$
661,423

Stock compensation

 

 
7,012

 

 

 
7,012

Release of restricted stock
294

 
3

 

 

 

 
3

Excess tax deficiency from stock compensation

 

 
(336
)
 

 

 
(336
)
Taxes paid related to net share settlement of equity awards

 

 
(149
)
 

 

 
(149
)
Amounts reclassified from accumulated other comprehensive loss

 

 

 

 
21

 
21

Foreign currency translation adjustment

 

 

 

 
(10,705
)
 
(10,705
)
Net loss attributable to EZCORP, Inc.

 

 

 
(87,288
)
 

 
(87,288
)
Balances as of June 30, 2016
53,990

 
$
540

 
$
313,607

 
$
320,537

 
$
(64,703
)
 
$
569,981

See accompanying notes to unaudited interim condensed consolidated financial statements.

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EZCORP, Inc.
Notes to Interim Condensed Consolidated Financial Statements (Unaudited)
June 30, 2016
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 Mexico. In the United States and Mexico, we offer pawn loans, which are non-recourse loans collateralized by tangible property, and we sell merchandise, primarily collateral forfeited from pawn lending operations and used merchandise purchased from customers.
As further discussed in Note 2, we have classified all of the assets and liabilities of our 94%-owned subsidiary, Prestaciones Finmart, S.A.P.I. de C.V., SOFOM, E.N.R. ("Grupo Finmart"), as held for sale and recast all results of operations as discontinued operations.
We also own approximately 31% of Cash Converters International Limited ("Cash Converters International"), based in Australia and publicly-traded on the Australian Stock Exchange, which franchises and operates a worldwide network of over 700 locations that provide pawn loans, short-term unsecured loans and other consumer finance products, and buy and sell second-hand goods, with significant store concentration in Australia and the United Kingdom.
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles 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. These adjustments are of a normal, recurring nature except for those related to discontinued operations described in Note 2. All intercompany accounts and transactions have been eliminated in consolidation.
The accompanying financial statements should be read in conjunction with the condensed consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended September 30, 2015. The balance sheet as of September 30, 2015 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Our business is subject to seasonal variations, and operating results for the three and nine-months ended June 30, 2016 (the "current quarter" and "current nine-months," respectively) are not necessarily indicative of the results of operations for the full fiscal year.
To determine if we hold a controlling financial interest in an entity, we first evaluate if we are required to apply the variable interest entity ("VIE") model to the entity; otherwise, the entity is evaluated under the voting interest model. Where we hold current or potential rights that give us the power to direct the activities of a VIE that most significantly impact the VIE's economic performance combined with a variable interest that gives us the right to receive potentially significant benefits or the obligation to absorb potentially significant losses, we have a controlling financial interest in that VIE. Rights held by others to remove the party with power over the VIE are not considered unless one party can exercise those rights unilaterally. Grupo Finmart has completed several transfers of consumer loans to various securitization trusts. We consolidate those securitization entities under the VIE model as described in Note 16. As further discussed in Note 2, we have classified all of the assets and liabilities of these VIEs as held for sale and recast all results of operations as discontinued operations.
We account for our investment in our unconsolidated affiliate Cash Converters International using the equity method.
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, 2015, other than those described below.
Revision to Prior Period Financial Statements
During the third quarter of fiscal 2016, we identified an overstatement of our recorded net tax assets. The impact of these overstatements was a $14.3 million decrease to our retained earnings balance as of September 30, 2014. Our analysis of the overstatement indicates that the underlying errors originated in periods prior to fiscal 2013 and relate primarily to the deferred tax balances associated with equity method investments, stock compensation and foreign acquisitions. We have evaluated the errors and have determined that their impact is not material to our results of operations, financial position or cash flows in

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previously reported periods. Consequently, we have retrospectively revised the financial statements presented herein to reflect the correction of these errors. The impact of this revision on the consolidated balance sheets as of June 30 and September 30, 2015 is as follows:
 
June 30, 2015
 
As Previously Reported
 
Adjustments
 
As Revised
 
 
 
 
 
 
 
(in thousands)
Income taxes receivable
$
25,535

 
$
(22,790
)
 
$
2,745

Income taxes receivable, goodwill and deferred tax asset, net included in assets held for sale
102,126

 
4,256

 
106,382

Deferred tax asset, net
35,412

 
4,157

 
39,569

Redeemable noncontrolling interest
16,361

 
(43
)
 
16,318

Retained earnings
512,694

 
(14,334
)
 
498,360

 
September 30, 2015
 
As Previously Reported
 
Adjustments
 
As Revised
 
 
 
 
 
 
 
(in thousands)
Income taxes receivable
$
42,057

 
$
(1,400
)
 
$
40,657

Income taxes receivable, goodwill and deferred tax asset, net included in assets held for sale
114,861

 
(5,828
)
 
109,033

Deferred tax asset, net
33,192

 
(8,787
)
 
24,405

Redeemable noncontrolling interest
3,235

 
(703
)
 
2,532

Retained earnings
423,137

 
(15,312
)
 
407,825

Recasting of Certain Prior Period Information
Certain reclassifications of prior period amounts have been made to conform to the current period presentation. These reclassifications, other than those pertaining to the recasting of prior period segment information and discontinued operations discussed in our Annual Report on Form 10-K for the year ended September 30, 2015 and in Note 2 and the adoption of Financial Accounting Standards Board ("FASB") Accounting Standards Updates ("ASU") discussed below, primarily include the following:
Reclassification of "Consumer loans, net" and "Consumer loan fees and interest receivable, net," exclusive of Grupo Finmart amounts presented in Note 2, which are solely attributable to our Other International segment, to "Prepaid expenses and other current assets." The total historical amounts that were reclassified were $25.6 million and $5.4 million as of June 30 and September 30, 2015, respectively. These changes had no net impact on our consolidated financial position, results of operations or cash flows.
Removal of historical corporate overhead allocations totaling $4.3 million and $12.4 million (inclusive of historical Grupo Finmart allocations) for the three and nine-months ended June 30, 2015, respectively, from segment level "Operations" expense and inclusion in corporate "Administrative" expense. These allocations were reclassified to provide greater clarity into the results of our segment operations. These changes primarily impacted Note 12 with no net impact on our consolidated financial position, results of operations or cash flows.
Reclassification of "Prepaid income taxes" to "Income taxes receivable" of $4.8 million as of September 30, 2015, exclusive of Grupo Finmart amounts presented in Note 2, to conform to current period presentation.
Reclassification of "Other current liabilities" to "Accounts payable, accrued expenses and other current liabilities" of $6.1 million and $15.4 million as of June 30 and September 30, 2015, respectively and exclusive of Grupo Finmart amounts presented in Note 2, to conform to current period presentation.

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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, inventory, 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.
Recently Adopted Accounting Policies
Simplification of Adjustments to Provisional Amounts Identified During a Measurement Period
In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805). This ASU requires reporting entities to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, with the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The provisions of this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. A reporting entity should apply the amendment prospectively to adjustments to provisional amounts that occur after the date of adoption. We early adopted ASU 2015-16 during the three-months ended March 31, 2016 to reduce the cost and complexity of accounting for and reporting business combinations. There was no material impact of adopting ASU 2015-16 on our consolidated financial position, results of operations or cash flows.
Share-Based Awards with Performance Targets that could be Achieved after the Requisite Service Period
In June 2014, the FASB issued ASU 2014-12, Compensation — Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires reporting entities to recognize compensation costs for share-based awards with performance targets in the period in which it becomes probable that the performance targets will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. The provisions of this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. A reporting entity may apply the amendment prospectively or retrospectively. We early adopted ASU 2015-16 during the three-months ended March 31, 2016 and applied the amendments prospectively to all awards granted or modified after the effective date. There was no material impact of adopting ASU 2014-12 on our consolidated financial position, results of operations or cash flows.
Classification of Deferred Tax Assets
In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This ASU requires reporting entities to classify deferred income taxes as non-current on the condensed consolidated balance sheets. Deferred income taxes were previously required to be classified as current or non-current on the condensed consolidated balance sheets. The provisions of this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. A reporting entity may apply the amendment prospectively or retrospectively. We early adopted ASU 2015-17 during the three-months ended December 31, 2015 on a retrospective basis. The impact of adopting ASU 2015-17 on our current period condensed consolidated financial statements was the classification of all deferred tax assets as non-current in addition to the reclassification of current "Deferred tax asset, net" to non-current "Deferred tax asset, net" as of June 30, 2015 and September 30, 2015 of $24.4 million and $44.1 million, respectively, within the condensed consolidated balance sheets to conform to the current period presentation. Other than these reclassifications, the adoption of ASU 2015-17 did not have an impact on our consolidated financial position, results of operations or cash flows.
Presentation of Debt Issuance Costs
In April 2015, the FASB issued ASU 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This ASU requires reporting entities to record costs paid to third parties that are directly related to issuing debt, and that otherwise would not be incurred, as a deduction to the corresponding debt for presentation purposes. In addition, in August 2015, FASB issued ASU 2015-15, Interest — Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements-Amendments to SEC Paragraphs Pursuant to Staff Announcement at the June 18, 2015 Emerging Issues Task Force ("EITF") Meeting. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, ASU 2015-15 states the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement,

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regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The provisions of each ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for each. A reporting entity should apply each amendment retrospectively. We early adopted ASU 2015-03 during the three-months ended December 31, 2015 on a retrospective basis. The impact of adopting ASU 2015-03 on our current period condensed consolidated financial statements was the classification of all deferred financing costs as a deduction to the corresponding debt in addition to the reclassification of deferred financing costs in "Intangible assets, net" to "Long-term debt less current maturities, net" as of June 30, 2015 and September 30, 2015 of $10.4 million and $9.2 million, respectively, within the condensed consolidated balance sheets to conform to the current period presentation. Other than these reclassifications and additional disclosures, the adoption of ASU 2015-03 did not have an impact on our consolidated financial position, results of operations or cash flows.
Reporting Discontinued Operations
In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) — Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU provides guidance for the reporting of discontinued operations if (1) a component or group of components of an entity meets the criteria in FASB Accounting Standards Codification ("ASC") Paragraph 205-20-45-1E to be classified as held for sale; (2) the component of an entity or group of components of an entity is disposed of by sale; or (3) the component of an entity or group of components of an entity is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spinoff). Among other disclosures, ASU 2014-08 requires an entity to present, for each comparative period, the assets and liabilities of a disposal group that includes a discontinued operation separately in the asset and liability sections, respectively, of the statement of financial position. ASU 2014-08 is effective prospectively for (1) all disposals of components that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years; and (2) all businesses or nonprofit activities that, on acquisition, are classified as held for sale that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. There was no impact of adopting ASU 2014-08 on our consolidated financial position, results of operations or cash flows, however subsequent to adoption we have classified our Grupo Finmart segment as held for sale.
We have presented our Grupo Finmart segment classified as a discontinued operation as held for sale under ASU 2014-08, including separate presentation of assets and liabilities held for sale in our condensed consolidated balance sheets and separate presentation of cash flows from discontinued operations in our condensed consolidated statements of cash flows, with historical amounts recast to conform to current period presentation. We have presented our operations discontinued prior to adoption of ASU 2014-08 during the three-months ended December 31, 2015 including our U.S. financial services business ("USFS") and our online lending businesses in the United States ("EZOnline") and the United Kingdom ("Cash Genie") under the accounting guidance in effect before the adoption of ASU 2014-08.
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 as of 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 are in the process of evaluating the impact of adopting ASU 2016-13 on our consolidated financial position, results of operations and cash flows.
In March 2016, the FASB issued ASU 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The provisions of this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. A reporting entity should apply the amendment using transition guidance for each aspect of the ASU. We are in the process of evaluating the impact of adopting ASU 2016-09 on our consolidated financial position, results of operations and cash flows.
In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments a consensus of the FASB Emerging Issues Task Force. This ASU clarifies what steps are required when assessing whether the economic characteristics and risks of call (put) options are clearly and closely related to the economic characteristics and risks of their debt hosts, which is one of the criteria for bifurcating an embedded derivative. The provisions of this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. A reporting entity should apply the amendment modified retrospective basis to existing debt

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instruments as of the beginning of the fiscal year for which the amendments are effective. We are in the process of evaluating the impact of adopting ASU 2016-06 on our consolidated financial position, results of operations and cash flows.
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, and interim periods within those fiscal years, beginning after December 15, 2018. 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.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU makes targeted improvements to the accounting for, and presentation and disclosure of, financial assets and liabilities. The ASU further requires separate presentation of financial assets and financial liabilities by measurement category on the balance sheet or the accompanying notes to the financial statements. The provisions of this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted based upon guidance issued within the ASU. A reporting entity should apply the amendment prospectively, with a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. We are in the process of evaluating the impact of adopting ASU 2016-01 on our consolidated financial position, results of operations and cash flows.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). On August 12, 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606) to defer the effective date to December 15, 2017 for annual reporting periods beginning after that date. The FASB also permitted early adoption of the standard, but not before the original effective date of December 15, 2016. The amendments in ASU 2014-09 will be added to the Accounting Standards Codification as Topic 606, Revenue from Contracts with Customers, and will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, as well as some cost guidance in Subtopic 605-35, Revenue Recognition - Construction-Type and Production-Type Contracts. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised 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. Notably, the existing requirements for the recognition of a gain or loss on the transfer of non-financial assets that are not in a contract with a customer (e.g., assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles — Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement in ASU 2014-09. 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 fiscal 2017 opening retained earnings balance. In March 2016 through May 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Consensuses of the FASB Emerging Issues Task Force and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. ASU 2016-08, 2016-10 and 2016-12 clarify implementation guidance and introduce practical expedients, and are effective upon adoption of ASU 2014-09. We are evaluating the impact that will result from adopting ASU 2014-09 and related ASUs on our consolidated financial position, results of operations, and cash flows.

12


NOTE 2: DISCONTINUED OPERATIONS AND RESTRUCTURING
Fiscal 2016
On February 8, 2016 in conjunction with ongoing evaluation of our strategic direction, we announced that we were conducting a comprehensive review of strategic options for Grupo Finmart to be completed by the end of the third quarter of fiscal 2016. In April 2016, a special committee of our board of directors comprised entirely of independent directors, after reviewing a variety of strategic alternatives with management and the company's financial advisors, concluded that a sale of the business was the preferred alternative and authorized management to proceed with a process to solicit proposals from interested buyers. See Note 18 for discussion of the definitive agreement to sell the business entered into effective July 1, 2016.
As a result of the decision to sell the Grupo Finmart business, the Company has classified Grupo Finmart as held for sale as of June 30, 2016 and recast all segment operations of Grupo Finmart as discontinued operations. We recognized no loss on classification as held for sale during the three-months ended June 30, 2016. All assets and liabilities of Grupo Finmart have been presented as current as of June 30, 2016 due to anticipated sale within one year. All historical assets and liabilities of Grupo Finmart have been presented as current or non-current based on their historical presentation. We have ceased depreciation and amortization of all long-lived assets classified as held for sale under FASB ASC 350-10-35-43 as of April 2016.
The following table presents the reconciliation of the major line items constituting "Loss from discontinued operations, net of tax" of Grupo Finmart that are presented in the condensed consolidated statements of operations:
 
Three Months Ended June 30,
 
Nine Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in thousands)
Revenues
$
11,762

 
$
17,015

 
$
36,345

 
$
49,826

Consumer loan bad debt
(6,200
)
 
(2,835
)
 
(26,444
)
 
(14,685
)
Operations expense
(9,506
)
 
(8,205
)
 
(27,120
)
 
(23,602
)
Impairment of goodwill

 

 
(73,921
)
 

Interest expense, net
(3,944
)
 
(5,617
)
 
(13,255
)
 
(19,370
)
Depreciation, amortization and other expenses
(4,580
)
 
(1,488
)
 
(6,216
)
 
(4,126
)
Loss from discontinued operations before income taxes of Grupo Finmart
$
(12,468
)
 
$
(1,130
)
 
$
(110,611
)
 
$
(11,957
)
Income tax benefit
2,746

 
512

 
10,439

 
4,138

Income (loss) from discontinued operations, net of tax of operations discontinued prior to the adoption of ASU 2014-08
589

 
(8,836
)
 
(744
)
 
2,772

Loss from discontinued operations, net of tax
$
(9,133
)
 
$
(9,454
)
 
$
(100,916
)
 
$
(5,047
)
 
 
 
 
 
 
 
 
Loss from discontinued operations, net of tax of Grupo Finmart
$
(9,722
)
 
$
(618
)
 
$
(100,172
)
 
$
(7,819
)
Loss from discontinued operations, net of tax of Grupo Finmart attributable to noncontrolling interest
540

 
290

 
4,674

 
2,348

Loss from discontinued operations, net of tax of Grupo Finmart attributable to EZCORP, Inc.
$
(9,182
)
 
$
(328
)
 
$
(95,498
)
 
$
(5,471
)

13


The following table presents the reconciliation of the carrying amounts of major classes of assets and liabilities of Grupo Finmart that are classified as held for sale presented in the condensed consolidated balance sheets:
 
June 30, 2016
 
June 30, 2015
 
September 30, 2015
 
 
 
 
 
 
 
(in thousands)
Cash and cash equivalents
$
1,728

 
$
982

 
$
2,880

Restricted cash (1)
11,654

 
27,797

 
14,993

Consumer loans, net (1)
19,905

 
36,719

 
31,824

Consumer loan fees and interest receivable, net (1)
11,390

 
13,595

 
19,105

Prepaid expenses, income taxes and other current assets
5,004

 
3,752

 
4,056

Restricted cash, non-current (1)
2,226

 
2,978

 
2,883

Goodwill, intangible assets, and property and equipment, net
10,304

 
101,083

 
92,391

Non-current consumer loans, net (1)
51,504

 
82,739

 
75,824

Deferred tax and other assets, net
42,872

 
45,177

 
55,525

Total assets classified as held for sale
$
156,587

 
$
314,822

 
$
299,481

 
 
 
 
 
 
Current maturities of long-term debt
$
80,248

 
$
69,054

 
$
74,345

Accounts payable, accrued expenses and other current liabilities
14,098

 
12,194

 
13,380

Long-term debt, less current maturities, net and other long-term liabilities (2)
36,281

 
125,378

 
101,644

Total liabilities classified as held for sale
$
130,627

 
$
206,626

 
$
189,369

(1)    These amounts include the following assets of Grupo Finmart's securitization trust that can only be used to settle its liabilities (see Note 16):
 
June 30,
2016
 
June 30,
2015
 
September 30,
2015
 
 
 
 
 
 
 
(in thousands)
Restricted cash
$
5,505

 
$
17,398

 
$
12,033

Consumer loans*
32,472

 
37,288

 
36,845

Consumer loan fees and interest receivable, net
6,974

 
5,614

 
6,067

Restricted cash, non-current
182

 
117

 
197

Total assets of Grupo Finmart's securitization trust
$
45,133

 
$
60,417

 
$
55,142

*
These amounts include the current and non-current portions of active consumer loans considered to be performing under the terms of the Grupo Finmart securitization trust. These balances, which represent the total collateral that can be used to settle the liabilities of the securitization trust, exclude loan loss allowances as described in Note 13, and are presented on a net basis in the condensed consolidated balance sheets including allowances.
(2)    This amount includes the following liabilities for which the creditors of Grupo Finmart's securitization trust do not have recourse to the general credit of EZCORP, Inc. (see Note 16):
 
June 30,
2016
 
June 30,
2015
 
September 30,
2015
 
 
 
 
 
 
 
(in thousands)
Long-term debt, less current maturities
$
25,669

 
$
43,900

 
$
40,493

Assets and liabilities classified as held for sale and presented above are exclusive of net intercompany liabilities totaling $49.2 million, $3.4 million and $19.9 million as of June 30, 2016 and 2015 and September 30, 2015, respectively.
Fiscal 2015
During the fourth quarter of fiscal 2015, in the context of a transformational change in strategy following an intensive six-month review of all Company activities, we implemented a plan that included exiting our U.S. financial services business ("USFS"). We further streamlined our structure and operating model to improve overall efficiency and reduce costs. The costs of streamlining our structure and operating model are included under "Restructuring" expenses in our condensed consolidated statements of operations and are allocated to certain of our segments as presented in Note 12.
Total revenue included in "Loss from discontinued operations, net of tax" in our condensed consolidated statements of operations for the three and nine-months ended June 30, 2016, exclusive of Grupo Finmart revenue presented in our fiscal 2016

14


action above, was nil and $2.1 million, respectively, and $31.5 million and $109.3 million, respectively, for the three and nine-months ended June 30, 2015. All revenue, expense and income reported in these condensed consolidated financial statements have been adjusted to reflect reclassification of all discontinued operations.
The following table summarizes the pre-tax restructuring charges of the fiscal 2015 restructuring action, inclusive of the charges presented in the changes in the balance of restructuring costs rollforward below:
 
Three Months Ended June 30, 2016
 
Nine Months Ended June 30, 2016
 
 
 
 
 
(in thousands)
Other (a)
$

 
$
768

Asset disposals

 
323

Lease termination costs

 
819

 
$

 
$
1,910

(a)
Includes costs related to employee severance and other.
Accrued lease termination costs, severance costs and other costs related to restructuring are included under "Accounts payable, accrued expenses and other current liabilities" in our condensed consolidated balance sheets. Changes in these amounts attributable to the fiscal 2015 restructuring action during the three and nine-months ended June 30, 2016 are summarized as follows:
 
Three Months Ended June 30, 2016
 
Nine Months Ended June 30, 2016
 
 
 
 
 
(in thousands)
Beginning balance
$
5,178

 
$
8,076

Charged to expense

 
1,594

Cash payments
(1,666
)
 
(5,466
)
Other (a)
1,716

 
1,024

Ending balance
$
5,228

 
$
5,228

(a)
Includes other individually immaterial adjustments as well as adjustments to our estimate of lease termination costs.
The above ending balance includes accrued lease termination costs of $5.1 million that we expect to be partially offset by future sublease payments through 2029. The remaining other amounts accrued are expected to be paid during fiscal 2016.
Fiscal 2014
During the fourth quarter of fiscal 2014, we conducted a company-wide operational review to realign our organization to streamline operations and create synergies and efficiencies. Restructuring charges related to this action were considered corporate costs and therefore are not allocated to specific segments. Changes in these amounts during the three and nine-months ended June 30, 2016 and 2015 are summarized as follows:
 
Three Months Ended June 30,
 
Nine Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in thousands)
Beginning balance
$

 
$
3,885

 
$
2,901

 
$
6,121

Charged to expense

 
37

 

 
763

Cash payments

 
(706
)
 
(2,901
)
 
(3,668
)
Ending Balance
$

 
$
3,216

 
$

 
$
3,216

NOTE 3: ACQUISITIONS
On February 1, 2016, we acquired six pawn stores in the Houston, Texas area doing business under the "Pawn One" brand. The aggregate purchase price was $6.2 million in cash, inclusive of all ancillary arrangements, of which $3.2 million was recorded as goodwill in the U.S. Pawn segment. The acquisition was made as part of our continuing strategy to enhance our earnings over the long-term. The factors contributing to the recognition of goodwill were based on several strategic and synergistic benefits we expect to realize from the acquisition. These benefits include a greater presence in the Houston area, as well as the

15


ability to further leverage our expense structure through increased scale. We expect no goodwill recorded as a result of the acquisition to be deductible for tax purposes. We have concluded that this acquisition was immaterial to our overall consolidated financial results and, therefore, have omitted the information that would otherwise be required by FASB ASC 805-10-50-2(h).
NOTE 4: EARNINGS PER SHARE
Components of basic and diluted (loss) earnings per share and excluded anti-dilutive potential common shares are as follows: 
 
Three Months Ended June 30,
 
Nine Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
(in thousands, except per share amounts)
Net income (loss) from continuing operations attributable to EZCORP (A)
$
2,904

 
$
(683
)
 
$
8,954

 
$
5,807

Loss from discontinued operations, net of tax (B)
(8,593
)
 
(9,164
)
 
(96,242
)
 
(2,699
)
Net (loss) income attributable to EZCORP (C)
$
(5,689
)
 
$
(9,847
)
 
$
(87,288
)
 
$
3,108

 
 
 
 
 
 
 
 
Weighted-average outstanding shares of common stock (D)
53,980

 
54,820

 
54,574

 
54,216

Dilutive effect of restricted stock*
212

 

 
116

 
64

Weighted-average common stock and common stock equivalents (E)
54,192


54,820


54,690


54,280

 
 
 
 
 
 
 
 
Basic (loss) earnings per share attributable to EZCORP:
 
 
 
 
 
 
 
Continuing operations (A / D)
$
0.05

 
$
(0.01
)
 
$
0.16

 
$
0.11

Discontinued operations (B / D)
(0.16
)
 
(0.16
)
 
(1.76
)
 
(0.06
)
Basic (loss) earnings per share (C / D)
$
(0.11
)
 
$
(0.17
)
 
$
(1.60
)
 
$
0.05

 
 
 
 
 
 
 
 
Diluted (loss) earnings per share attributable to EZCORP:
 
 
 
 
 
 
 
Continuing operations (A / E)
$
0.05

 
$
(0.01
)
 
$
0.16

 
$
0.11

Discontinued operations (B / E)
(0.16
)
 
(0.16
)
 
(1.76
)
 
(0.06
)
Diluted (loss) earnings per share (C / E)
$
(0.11
)
 
$
(0.17
)
 
$
(1.60
)
 
$
0.05

 
 
 
 
 
 
 
 
Potential unweighted common shares excluded from the calculation of diluted (loss) earnings per share above:
 
 
 
 
 
 
 
Restricted stock**
2,109

 
428

 
1,259

 

Warrants***
14,317

 
14,317

 
14,317

 
14,317

Total potential common shares excluded
16,426

 
14,745

 
15,576

 
14,317

*
As required by FASB ASC 260-10-45-19, amount excludes all potential common shares for periods when there is a loss from continuing operations.
**
Includes antidilutive share-based awards as well as performance-based and market conditioned share-based awards that are contingently issuable, but for which the condition for issuance has not been met as of the end of the reporting period.
***
See Note 7 for discussion of the terms and conditions of these potential common shares.
Weighted-average outstanding shares of common stock for the three and nine-months ended June 30, 2016 include the impact of redeemable common stock repurchased as discussed in Note 9.

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NOTE 5: STRATEGIC INVESTMENTS
As of June 30, 2016, we owned 151,948,000 shares, or approximately 31%, of our unconsolidated affiliate Cash Converters International, including a nominal reduction in ownership interest during the three-months ended June 30, 2016 as a result of the issuance of additional Cash Converters International shares. The following tables present summary financial information for Cash Converters International’s most recently reported results as of June 30, 2016 after translation to U.S. dollars:
 
December 31,
 
2015
 
2014
 
 
 
 
 
(in thousands)
Current assets
$
176,105

 
$
200,682

Non-current assets
143,466

 
157,737

Total assets
$
319,571

 
$
358,419

 
 
 
 
Current liabilities
$
68,857

 
$
75,700

Non-current liabilities
48,263

 
54,256

Shareholders’ equity:
 
 
 
Equity attributable to owners of the parent
202,450

 
228,462

Noncontrolling interest
1

 
1

Total liabilities and shareholders’ equity
$
319,571

 
$
358,419

 
Half Year Ended December 31,
 
2015
 
2014
 
 
 
 
 
(in thousands)
Gross revenues
$
143,575

 
$
167,206

Gross profit
93,573

 
104,852

Profit (loss) attributable to:
 
 
 
Owners of the parent
$
11,483

 
$
(4,717
)
Noncontrolling interest

 
(179
)
Profit (loss) for the year
$
11,483

 
$
(4,896
)
During the three-months ended June 30, 2016, the fair value of our investment in Cash Converters International declined below its carrying value. We considered the guidance in FASB ASC 320-10-S99-1 in evaluating whether the impairment was other-than-temporary and whether to measure and recognize any other-than-temporary impairment. We noted the primary factors in determining that the decline in fair value was not other-than-temporary were the length of time and the extent to which the market value has been less than cost as well as our intent and ability to hold our investment in Cash Converters International for a period of time sufficient to allow for any anticipated recovery in market value. We do not believe the decline in fair value is other-than-temporary as of June 30, 2016. We 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 an impairment charge should the fair value of our investment in Cash Converters International remain below its carrying value for an extended period of time. See Note 14 for the fair value and carrying value of our investment in Cash Converters International.
NOTE 6: GOODWILL AND OTHER INTANGIBLE ASSETS
In accordance with FASB ASC 350-20-35, Goodwill — Subsequent Measurement, we test goodwill and intangible assets with an indefinite useful life for potential impairment annually, or more frequently when there are events or circumstances that indicate that it is more likely than not that an impairment exists. During the three-months ended March 31, 2016, we evaluated such events and circumstances and concluded that there were indicators of impairment under FASB ASC 350-20-35-3C. These indicators of impairment primarily included a continued decline in our stock price, as well as negative developments in bad debt experience at our Grupo Finmart segment. We performed a quantitative Step 1 analysis as of February 29, 2016 under FASB ASC 350-20-35 and determined that the fair value of each of our reporting units exceeded their carrying value, with the exception of our Grupo Finmart reporting unit. The fair values of each reporting unit were determined based on a discounted cash flow approach using significant unobservable inputs (Level 3) developed using company-specific information. During the quarter ended March 31, 2016, there were no material changes in the fair values of our U.S. Pawn and Mexico Pawn reporting

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units as compared to their carrying values. There is no goodwill attributable to our Other International reporting unit. We will further perform our required annual impairment test in the fourth quarter of our fiscal 2016.
The Step 1 analysis of our Grupo Finmart reporting unit yielded a valuation of $46.5 million. Under Step 2 of FASB ASC 350-20-35, we compared the fair value of the reporting unit to the fair value of the reporting unit's net assets and determined that all of the goodwill attributable to the Grupo Finmart reporting unit ($73.9 million) should be impaired. This impairment was included in "Loss from discontinued operations, net of tax" in the condensed consolidated statements of operations during the three-months ended March 31, 2016. No other assets held by Grupo Finmart were determined to be impaired as of March 31, 2016. Our Grupo Finmart reporting unit was classified as a discontinued operation held for sale during the three-months ended June 30, 2016 as discussed in Note 2.
See Note 3 for additional information regarding goodwill acquired in business combinations.

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NOTE 7: LONG-TERM DEBT
The following table presents our long-term debt instruments outstanding as of June 30, 2016 and 2015 and September 30, 2015:
 
June 30, 2016
 
June 30, 2015
 
September 30, 2015
 
Carrying
Amount
 
Debt (Discount) and (Issuance Costs)
 
Carrying
Amount
 
Debt (Discount) Premium and (Issuance Costs)
 
Carrying
Amount
 
Debt (Discount) and (Issuance Costs)
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Recourse to EZCORP:
 
 
 
 
 
 
 
 
 
 
 
2.125% Cash convertible senior notes due 2019
$
195,221

 
$
(34,779
)
 
$
184,765

 
$
(45,235
)
 
$
187,471

 
$
(42,529
)
Cash convertible senior notes due 2019 embedded derivative
16,200

 

 
23,160

 

 
10,505

 

Non-recourse to EZCORP*:
 
 
 
 
 
 
 
 
 
 
 
8.2% Secured foreign currency debt up to $14 million due 2016 (a) (b)
5

 
(47
)
 
1,445

 
(321
)
 
938

 
(204
)
14.5% Secured foreign currency debt up to $16 million due 2017 (a)
14,821

 

 
19,157

 

 
17,567

 

5.8% Consumer loans facility due 2019 (b)
25,669

 
(1,085
)
 
43,900

 
(2,652
)
 
40,493

 
(2,196
)
8.5% Unsecured notes due 2015

 

 
12,404

 
(114
)
 
12,330

 
(42
)
10% Unsecured notes due 2015

 

 

 

 
1,500

 

11% Unsecured notes due 2015

 

 
4,218

 

 
3,868

 

17% Secured notes due 2015 consolidated from VIEs

 

 
21

 

 

 

10% Unsecured notes due 2016
1,500

 

 
821

 

 
1,885

 

12% Secured notes due 2016

 

 
3,216

 
22

 
2,928

 

13% Unsecured notes due 2016

 

 
639

 


 
1,171

 

15% Unsecured notes due 2016
3,560

 

 

 

 
233

 

15% Secured notes due 2016 consolidated from VIEs
2,234

 

 
7,098

 

 
5,397

 

18% Unsecured notes due 2016
5,389

 

 

 

 

 

10% Unsecured notes due 2017
162

 

 

 

 

 

11% Secured notes due 2017 consolidated from VIEs (c)
29,959

 

 
66,121

 

 
56,113

 

12% Secured notes due 2017
2,021

 

 

 

 

 

13.5% Unsecured notes due 2017
4,940

 

 

 

 

 

14.5% Secured notes due 2017 consolidated from VIEs
8,650

 

 
13,575

 

 
11,754

 

15% Unsecured notes due 2017
2,114

 

 

 

 

 

12.4% Secured notes due 2020
16,047

 
(175
)
 
18,901

 
(320
)
 
17,358

 
(268
)
Total
328,492

 
(36,086
)

399,441


(48,620
)

371,511


(45,239
)
Less current portion
80,248

 

 
69,054

 
22

 
74,345

 

Total long-term debt
$
248,244

 
$
(36,086
)
 
$
330,387

 
$
(48,642
)
 
$
297,166

 
$
(45,239
)
*
Even though Grupo Finmart debt may be non-recourse to EZCORP, a default on more than $25 million of such debt could constitute an event of default under our Cash Convertible Notes (described below). See "Part II, Item 1A — Risk Factors." Additionally, as of June 30, 2016, Grupo Finmart was classified as held for sale in our condensed consolidated balance sheets. These amounts are included in "Current liabilities held for sale" and "Non-current liabilities held for sale" in our condensed consolidated balance sheets. For further discussion see Note 2.
(a)
Maximum amounts of debt are translated from Mexican pesos to United States dollars as of the most current period end date in which outstanding debt is presented.
(b)
Interest is charged at the Mexican Interbank Equilibrium rate (“TIIE”) plus an applicable margin. The rate presented is as of June 30, 2016.
(c)
Grupo Finmart has entered into foreign exchange forward contracts to mitigate the VIE's currency risk, as described in Notes 15 and 16, and EZCORP has guaranteed the future cash outflows of the forward contracts. See "Part II, Item 1A — Risk Factors."
2.125% Cash Convertible Senior Notes Due 2019
In June 2014 ("Original Issuance Date"), we issued $200 million aggregate principal amount of 2.125% Cash Convertible Senior Notes due 2019 (the “Cash Convertible Notes”). We granted the initial purchasers the option to purchase up to an additional $30 million aggregate principal amount of Cash Convertible Notes. That option was exercised in full on June 27,

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2014, and we issued an additional $30 million principal amount of Cash Convertible Notes on July 2, 2014. All of the Cash Convertible Notes were issued pursuant to an indenture dated June 23, 2014 (the "Indenture") by and between us and Wells Fargo Bank, National Association, as the trustee. The Cash Convertible Notes were issued in a private offering and resold under Rule 144A under the Securities Act of 1933. The Cash 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, commencing December 15, 2014, and will mature on June 15, 2019 (the "Maturity Date").
Prior to December 15, 2018, the Cash Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time prior to the close of business on the second scheduled trading day immediately preceding the Maturity Date. At maturity, the holders of the Cash Convertible Notes will be entitled to receive cash equal to the principal amount of the Cash Convertible Notes plus unpaid accrued interest.
The Cash Convertible Notes are unsubordinated unsecured obligations and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the Cash Convertible Notes, equal in right of payment with all of our other unsecured unsubordinated indebtedness, and effectively junior to all debt or other obligations (including trade payables) of our wholly-owned subsidiaries. The Indenture governing the Cash Convertible Notes does not contain any financial covenants.
We incurred transaction costs of approximately $8.8 million related to the issuance of the Cash Convertible Notes, which we recorded as deferred financing costs and have included as a deduction to the corresponding debt liability. Deferred financing costs are being amortized to interest expense using the effective interest method over the expected term of the Cash Convertible Notes.
Under the terms of our Cash Convertible Notes, payment of dividends requires a conversion rate adjustment equal to the conversion rate in effect immediately prior to the open of business on the ex-dividend date for such dividend multiplied by the last reported sale price of the Class A Non-voting Common Stock (“Class A Common Stock”) on the trading day immediately preceding the ex-dividend date for such dividend, divided by the difference between the last reported sale price of the Class A Common Stock on the trading day immediately preceding the ex-dividend date for such dividend and the amount in cash per share we distribute to all or substantially all holders of Class A Common Stock. Should we pay dividends in the future, our certificate of incorporation provides that cash dividends on common stock, when declared, must be declared and paid at the same per share amounts on both classes of stock. Any future determination to pay cash dividends will be at the discretion of our Board of Directors.
Cash Convertible Notes Embedded Derivative
We account for the cash conversion feature of the Cash Convertible Notes as a separate derivative instrument (the “Cash Convertible Notes Embedded Derivative”), which had a fair value of $46.5 million on the issuance date that was recognized as the original issue discount of the Cash Convertible Notes. This original issue discount is being amortized to interest expense over the term of the Cash Convertible Notes using the effective interest method. As of June 30, 2016 and 2015 and September 30, 2015, the Cash Convertible Notes Embedded Derivative was recorded as a non-current liability under "Long-term debt, less current maturities" in our condensed consolidated balance sheets, and will be marked to market in subsequent reporting periods. The classification of the Cash Convertible Notes Embedded Derivative liability as current or non-current on the condensed consolidated balance sheets corresponds with the classification of the net balance of the Cash Convertible Notes as discussed below.
The Cash Convertible Notes are convertible into cash, subject to satisfaction of certain conditions and during the periods described below, based on an initial "Conversion Rate" of 62.2471 shares of Class A Common Stock per $1,000 principal amount of Cash Convertible Notes (equivalent to an initial "Conversion Price" of approximately $16.065 per share of our Class A Common Stock). Upon conversion of a note, we will pay cash based on a daily conversion value calculated on a proportionate basis for each trading day in the applicable 80 trading day observation period as described in the Indenture. The conversion rate will not be adjusted for any accrued and unpaid interest.
Holders may surrender their Cash Convertible Notes for conversion into cash prior to December 15, 2018 only under the following circumstances (the “Early Conversion Conditions”): (1) during any fiscal quarter commencing after the fiscal quarter ending on September 30, 2014 (and only during such fiscal quarter), if the last reported sale price of our Class A Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price, as defined in the Indenture, per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our Class A Common Stock and the conversion rate on such trading day; or (3) upon the occurrence of specified corporate events, as defined in the Indenture. On or

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after December 15, 2018 until the close of business on the second scheduled trading day immediately preceding the Maturity Date, holders may convert their notes into cash at any time, regardless of the foregoing circumstances.
If a holder elects to convert its Cash Convertible Notes in connection with certain make-whole fundamental changes, as that term is defined in the Indenture, that occur prior to the Maturity Date, we will in certain circumstances increase the conversion rate for Cash Convertible Notes converted in connection with such make-whole fundamental changes by a specified number of shares of Class A Common Stock. In addition, the conversion rate is subject to customary anti-dilution adjustments (for example, certain dividend distributions or tender or exchange offer of our Class A Common Stock).
Upon the occurrence of a fundamental change, as defined in the Indenture, holders may require us to repurchase for cash all or any portion of the then outstanding Cash Convertible Notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest.
Impact of Early Conversion Conditions on Financial Statements
As of June 30, 2016, the Cash Convertible Notes were not convertible because the Early Conversion Conditions described above had not been met. Accordingly, the net balance of the Cash Convertible Notes was classified as a non-current liability in our condensed consolidated balance sheets as of June 30, 2016 and 2015 and September 30, 2015. The classification of the Cash Convertible Notes as current or non-current in the condensed consolidated balance sheets is evaluated at each balance sheet date and may change from time to time depending on whether any of the Early Conversion Conditions has been met.
If any of the Early Conversion Conditions is met in any future fiscal quarter, we would classify our net liability under the Cash Convertible Notes as a current liability in the condensed consolidated balance sheets as of the end of that fiscal quarter. If none of the Early Conversion Conditions have been met in a future fiscal quarter prior to the one year period immediately preceding the Maturity Date, we would classify our net liability under the Cash Convertible Notes as a non-current liability in the condensed consolidated balance sheets as of the end of that fiscal quarter. If the note holders elect to convert their Cash Convertible Notes prior to maturity, any unamortized discount and transaction costs will be expensed at the time of conversion. If the entire outstanding principal amount had been converted on June 30, 2016, we would have recorded an expense of $34.8 million associated with the conversion, comprised of $29.5 million of unamortized debt discount and $5.3 million of unamortized debt issuance costs. As of June 30, 2016, none of the note holders had elected to convert their Cash Convertible Notes.
Cash Convertible Notes Hedges
In connection with the issuance of the Cash Convertible Notes, we purchased cash-settled call options (the “Cash Convertible Notes Hedges”) in privately negotiated transactions with certain of the initial purchasers or their affiliates (in this capacity, the “Option Counterparties”). The Cash Convertible Notes Hedges provide us with the option to acquire, on a net settlement basis, approximately 14.3 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 Cash Convertible Notes and corresponds to the Conversion Price of the Cash Convertible Notes. The Cash Convertible Notes Hedges have an expiration date that is the same as the Maturity Date of the Cash Convertible Notes, subject to earlier exercise. The Cash Convertible Notes Hedges have customary anti-dilution provisions similar to the Cash Convertible Notes. If we exercise the Cash Convertible Notes Hedges, the aggregate amount of cash we will receive from the option counterparties to the Cash Convertible Notes Hedges will cover the aggregate amount of cash that we would be required to pay to the holders of the converted Cash Convertible Notes, less the principal amount thereof. As of June 30, 2016, we have not purchased any shares under the Cash Convertible Notes Hedges.
The aggregate cost of the Cash Convertible Notes Hedges was $46.5 million (or $21.3 million net of the total proceeds from the Warrants sold, as discussed below). The Cash Convertible Notes Hedges are accounted for as a derivative asset and are recorded in the condensed consolidated balance sheets at their estimated fair value under "Other assets, net." The Cash Convertible Notes Embedded Derivative liability and the Cash Convertible Notes Hedges asset will be adjusted to fair value each reporting period and unrealized gains and losses will be reflected in the condensed consolidated statements of operations. The Cash Convertible Notes Embedded Derivative and the Cash Convertible Notes Hedges are designed to have similar fair values. Accordingly, the changes in the fair values of these instruments are expected to offset and not have a net impact on the condensed consolidated statements of operations. See Note 14 for discussion of fair value of the Cash Convertible Notes Embedded Derivative liability and the Cash Convertible Notes Hedges asset.
The classification of the Cash Convertible Notes Hedges asset as current or long-term on the condensed consolidated balance sheets corresponds with the classification of the Cash Convertible Notes, which is evaluated at each balance sheet date and may change from time to time depending on whether any of the Early Conversion Conditions has been met.

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Cash Convertible Notes Warrants
In connection with the issuance of the Cash Convertible Notes, we also sold net-share-settled warrants (the “Warrants”) in privately negotiated transactions with the Option Counterparties for the purchase of up to approximately 14.3 million shares of our Class A Common Stock at a strike price of $20.83 per share, for total proceeds of $25.1 million, net of issuance costs, which was recorded as an increase in stockholders' equity. The Warrants have customary anti-dilution provisions similar to the Cash Convertible Notes. As a result of the Warrants, we will experience dilution to our diluted earnings per share if our average closing stock price exceeds $20.83 for any fiscal quarter. The Warrants expire on various dates from September 2019 through February 2020 and must be settled in net shares of our Class A Common Stock. Therefore, upon expiration of the Warrants, we will issue shares of Class A Common Stock to the purchasers of the Warrants that represent the value by which the price of the Class A Common Stock exceeds the strike price stipulated within the particular warrant agreement. As of June 30, 2016, there were 14.3 million warrants outstanding.
Cash Convertible Notes Interest Expense
Total interest expense attributable to the Cash Convertible Notes for the three-months ended June 30, 2016 and 2015 was $3.9 million and $3.6 million, respectively, comprised of contractual interest expense of $1.2 million and $1.2 million, respectively, and debt discount and deferred financing cost amortization of $2.7 million and $2.4 million, respectively.
Total interest expense attributable to the Cash Convertible Notes for the nine-months ended June 30, 2016 and 2015 was $11.6 million and $11.0 million, respectively, comprised of contractual interest expense of $3.7 million and $3.7 million, respectively, and debt discount and deferred financing cost amortization of $7.9 million and $7.3 million, respectively. The effective interest rate approximates 8% after inclusion of deferred financing costs upon adoption of ASU 2015-03, from the effective interest rate of approximately 7% during fiscal 2015.
As of June 30, 2016, the remaining unamortized issuance discount and costs will be amortized over the next three years assuming no early conversion.
Non-Recourse Debt to EZCORP
Non-recourse debt amounts in the table above represent Grupo Finmart’s third-party debt, including secured notes consolidated from VIEs. Amounts due in Mexican pesos are translated each reporting period. Effective interest rates approximate stated rates. As of June 30, 2016, Grupo Finmart was classified as held for sale and all operations of Grupo Finmart were classified as discontinued operations. For further discussion see Note 2.
Secured Foreign Currency Debt, Secured Notes not Consolidated from VIEs and Unsecured Notes
Foreign currency debt and secured notes (not including secured notes consolidated from VIEs, which are discussed below) are secured by Grupo Finmart's loan portfolio or collateralized cash at Grupo Finmart’s option. As of June 30, 2016 and 2015, Grupo Finmart’s secured foreign currency debt and notes, excluding secured notes consolidated from VIEs, were secured by consumer loans totaling $32.7 million and $35.2 million, respectively, and collateralized cash totaling $1.9 million and $8.6 million, respectively, included in “Current assets held for sale” and “Non-current assets held for sale” in our condensed consolidated balance sheets. All unsecured notes are collateralized with Grupo Finmart’s assets.
During the nine-months ended June 30, 2016, Grupo Finmart issued $6.1 million of 13.5% unsecured notes due September 2016 (repayment term extended through 2017 during the three-months ended March 31, 2016), $6.1 million of 18% unsecured notes due September 2016 and $1.0 million of 15% unsecured notes due January 2017 (net of repayments during the quarter). Amounts of debt issued are stated at exchange rates in effect at time of issuance.
During the nine-months ended June 30, 2016, Grupo Finmart repaid the following amounts of debt that were outstanding as of September 30, 2015: the remaining $0.9 million 8.2% secured foreign currency debt due 2016; $12.3 million 8.5% unsecured notes due 2015; $1.5 million 10% unsecured notes due 2015; $3.9 million 11% unsecured notes due 2015; $2.9 million 12% secured notes due 2016; and $1.2 million 13% unsecured notes due 2016. Such amounts include the impact of foreign exchange effects and amortization of deferred costs. In addition, portions of other debt amounts still outstanding as of June 30, 2016 were repaid.
Notes Consolidated from VIEs
During the year ended September 30, 2014, Grupo Finmart entered into three separate agreements with third party investors and variable interest entities (“VIEs”) to securitize selected loans providing asset backed financing for operations. The VIEs issued promissory notes to the third party first beneficiaries of the VIEs. The debt described below is collateralized by all of the assets of the VIEs as presented in our condensed consolidated balance sheets described in Note 16.

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The secured notes consolidated from VIEs contain certain prepayment clauses. Where the collections on consumer loans held by the VIEs are greater than anticipated in future reporting periods, we expect an accelerated repayment of the secured notes. See Note 2 for assets and liabilities of consolidated variable interest entities included in our condensed consolidated balance sheets.
During the nine-months ended June 30, 2016, the VIEs repaid a net $32.4 million of debt that was outstanding as of September 30, 2015, including the impact of foreign exchange effects and amortization of deferred costs.
Consumer Loans Facility Due 2019
On February 17, 2014, Grupo Finmart entered into a new securitization transaction to transfer collection rights of certain eligible consumer loans to a bankruptcy remote trust in exchange for cash as discussed in Note 16.
In addition to the initial net payment of $6.9 million during the six-months ended March 31, 2016, including the impact of foreign exchange effects and amortization of deferred costs, the facility began amortizing at a monthly rate of $1.0 million beginning March 2016, which includes principal and interest at TIIE plus an applicable margin, through maturity of the facility in 2019.
NOTE 8: STOCK COMPENSATION
During fiscal 2015, we granted awards to employees based upon underlying shares that were not issued, and therefore we accounted for these as phantom share-based awards under FASB ASC 718-30. These awards were classified as a current liability and recorded at their fair value of $3.9 million in “Accounts payable, accrued expenses and other current liabilities” in our condensed consolidated balance sheets as of September 30, 2015. During the six-months ended March 31, 2016, we issued sufficient shares to allow treatment of these phantom share-based awards as equity awards under FASB ASC 718-20 and reclassified these awards to "Additional paid-in capital" in our condensed consolidated balance sheets. We continue recognizing compensation costs for these awards based on the original grant date fair value as the fair value of these awards have declined since the issuance and thus there were no incremental compensation costs. See Note 14 for additional information regarding the phantom share-based awards.
On May 1, 2010 our Board of Directors approved the adoption of the EZCORP, Inc. 2010 Long-Term Incentive Plan (the “2010 Plan”). The 2010 Plan permits grants of options, restricted stock awards and stock appreciation rights covering up to 1,575,750 shares of our Class A Common Stock plus any shares that become available for issuance under either the 2010 Plan or prior plans as a result of forfeitures or cancellations of awards without delivery of shares or as a result of withholding shares to satisfy tax withholding obligations. In February and March 2015, the Board of Directors and the voting stockholder approved the addition of 643,673 shares and 1,081,200 shares, respectively, to the 2010 Plan. In March 2016, the Board of Directors and the voting stockholder approved the addition of 185,026 shares to the 2010 Plan.
In March 2016, we granted 961,718 restricted stock unit awards (exclusive of canceled and replaced awards discussed below) to employees which were allocated based on the October 1, 2015 price of $6.17 per share and 130,000 restricted stock awards to non-employee directors with a grant date fair value of $2.96 per share. The awards granted to employees vest on September 30, 2018 subject to the achievement of certain performance targets. As of June 30, 2016, we considered the achievement of these performance targets probable. The awards granted to non-employee directors vest over two years, 50% on September 30, 2016 and 50% on September 30, 2017. We record compensation costs ratably over the requisite service periods for these awards.
In connection with the March 2016 grant discussed above, we canceled 720,000 previously issued restricted stock awards that were subject to vesting based on certain stock price levels and had a grant date fair value of $3.4 million and replaced them with 421,394 performance-based restricted stock awards described above. The cancellation and replacement of these awards was treated as a modification with unrecognized compensation cost from the original awards of $1.5 million plus incremental compensation costs resulting from the modification of $0.8 million recognized over the new requisite service period through September 30, 2018.

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NOTE 9: TEMPORARY EQUITY AND NONCONTROLLING INTEREST
The following table provides a summary of the activity in our temporary equity and noncontrolling interest balances during the nine-months ended June 30, 2016 and 2015:
 
Common Stock, Subject to Possible Redemption
 
Redeemable Noncontrolling Interest
 
Total Temporary Equity
 
Noncontrolling Interest
 
 
 
 
 
 
 
 
 
(in thousands)
Balance as of September 30, 2014
$

 
$
22,757

 
$
22,757

 
$

Sale of additional shares to parent

 
541

 
541

 
 
Issuance of common stock, subject to possible redemption
11,696

 

 
11,696

 

Net loss attributable to noncontrolling interest

 
(3,230
)
 
(3,230
)
 

Foreign currency translation adjustment attributable to noncontrolling interest

 
(3,853
)
 
(3,853
)
 

Amounts reclassified from accumulated other comprehensive loss

 
103

 
103

 

Balances as of June 30, 2015
$
11,696

 
$
16,318

 
$
28,014

 
$

 
 
 
 
 
 
 
 
Balances as of September 30, 2015
$
11,696

 
$
2,532

 
$
14,228

 
$

Repurchase of redeemable common stock
(11,696
)
 

 
(11,696
)
 

Acquisition of noncontrolling interest

 

 

 
246

Net loss attributable to noncontrolling interest

 
(4,674
)
 
(4,674
)
 
(450
)
Foreign currency translation adjustment attributable to noncontrolling interest

 
(269
)
 
(269
)
 
(2
)
Amounts reclassified from accumulated other comprehensive loss

 
1

 
1

 

Balances as of June 30, 2016
$

 
$
(2,410
)
 
$
(2,410
)
 
$
(206
)
Common Stock, Subject to Possible Redemption
On February 19, 2015, we completed the acquisition of 12 pawn stores in Central Texas doing business under the "Cash Pawn" brand. The aggregate purchase price for the acquisition was $16.5 million, comprised of $5.0 million cash and 1,168,456 shares of our Class A Non-voting Common Stock (the "Shares"), valued at $10.01 per share less a $0.2 million "Holding Period Adjustment." The Shares were issued in an unregistered private placement transaction pursuant to Section 4(a)(2) of the Securities Act of 1933 to a small number of related individuals and entities (the "Sellers") who were either "accredited investors" or "sophisticated investors." On the first anniversary of the closing date, the Sellers exercised their right to require us to repurchase the Shares for an aggregate price of $11.8 million (the "Put Option").
The Put Option was not accounted for separately from the Shares and did not require bifurcation. The Shares were accounted for as common stock, subject to possible redemption under FASB ASC 480 Distinguishing Liabilities from Equity and were included in temporary equity in our condensed consolidated balance sheets prior to March 31, 2016. The Holding Period Adjustment was accounted for as a contingent consideration asset under FASB ASC 805 Business Combinations, was adjusted to fair value each reporting period, and was recorded in our condensed consolidated balance sheets at its estimated fair value under "Other assets, net" prior to March 31, 2016. See Note 14 for additional information regarding the Holding Period Adjustment.
Grupo Finmart
On January 30, 2012, we acquired a 60% interest in Grupo Finmart. On June 30, 2014, we acquired an additional 16% of the ordinary shares outstanding of Grupo Finmart, increasing our ownership percentage to 76%. On August 31, 2015, we acquired an additional 18% of the outstanding ordinary shares of Grupo Finmart, increasing our ownership percentage to 94%. The holders of the remaining 6% of the outstanding ordinary shares of Grupo Finmart have the right, exercisable once in fiscal 2016 and once in fiscal 2017, to require us to purchase their remaining shares at a purchase price based on an independent valuation of the business. See Note 2 for discussion of our classification of Grupo Finmart as held for sale and Note 18 for discussion of the definitive agreement to sell the business entered into effective July 1, 2016.

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Noncontrolling Interest
During the nine-months ended June 30, 2016, a consolidated subsidiary included in the Other International segment began operations in building an IT marketing platform to provide targeted solutions for our pawn customers. The noncontrolling interest is attributable to the 40% of this subsidiary held by the minority shareholder.
NOTE 10: INCOME TAXES
The effective tax rate from continuing operations for the three and nine-months ended June 30, 2016 was 27% and 57%, respectively, of income (loss) from continuing operations before income taxes compared to 79% and 46%, respectively, for the three and nine-months ended June 30, 2015. The increase in effective tax rate was primarily the result of second quarter return to provision adjustments.
In March 2016, we received $34.2 million as a result of the carryback of fiscal 2015 tax net operating losses.
NOTE 11: 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 June 30, 2016 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.
Shareholder derivative litigation — On July 28, 2014, Lawrence Treppel, a purported holder of Class A Non-voting Common Stock, filed a derivative action in the Court of Chancery of the State of Delaware styled Treppel v. Cohen, et al. (C.A. No. 9962-VCP). The complaint, as originally filed and as amended on September 23, 2014, names as defendants Phillip E. Cohen, the beneficial owner of all of our outstanding Class B Voting Common Stock; several current and former members of our Board of Directors (Joseph J. Beal, Sterling B. Brinkley, John Farrell, Pablo Lagos Espinosa, William C. Love, Thomas C. Roberts and Paul E. Rothamel); three entities controlled by Mr. Cohen (MS Pawn Limited Partnership, the record holder of our Class B Voting Common Stock; MS Pawn Corporation, the general partner of MS Pawn Limited Partnership; and Madison Park LLC); and EZCORP, Inc., as nominal defendant. The amended complaint asserts the following claims:
Claims against the current and former Board members for breach of fiduciary duties and waste of corporate assets in connection with the Board’s decision to enter into advisory services agreements with Madison Park from October 2004 to June 2014 (Counts I and II, respectively);
Claims against Mr. Cohen and MS Pawn Limited Partnership for aiding and abetting the breaches of fiduciary duties relating to the advisory services agreements with Madison Park (Count III); and
Claims against Mr. Cohen and Madison Park for unjust enrichment for payments under the advisory services agreements (Count IV).
The plaintiff seeks (a) recovery for the Company in the amount of the damages the Company has sustained as a result of the alleged breach of fiduciary duties, waste of corporate assets and aiding and abetting, (b) disgorgement by Mr. Cohen and Madison Park of the benefits they received as a result of the related party transactions and (c) reimbursement of costs and expenses, including reasonable attorney’s fees.
On November 13, 2014, pursuant to the parties’ stipulation, the Court dismissed the action as to Mr. Brinkley, Mr. Rothamel and Mr. Lagos.
The remaining defendants filed motions to dismiss, and a hearing on those motions was held before the Court on September 8, 2015. Prior to that hearing, the plaintiff proposed a dismissal without prejudice for the claims against Mr. Beal, Mr. Love and Mr. Farrell. Those defendants continued to seek a dismissal with prejudice that would bind all potential plaintiffs. On January 15, 2016, the Court issued an opinion dismissing the action as to Mr. Beal, Mr. Love and Mr. Farrell with prejudice only as to the plaintiff.
On January 25, 2016, the Court issued a separate opinion granting in part and denying in part the motions to dismiss filed by the remaining defendants. Specifically, the Court granted the motion to dismiss Count IV (unjust enrichment) for failure to state a claim. The Court also dismissed Count III (aiding and abetting) as to Mr. Cohen, but interpreted Count I (breach of fiduciary duty) to state a claim against Mr. Cohen and MS Pawn, as well as Mr. Roberts. The Court otherwise denied the motions to dismiss, including the motion to dismiss Count III (aiding and abetting) against MS Pawn.

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On February 4, 2016, the remaining defendants filed an Application for Certification of Interlocutory Appeal, which the plaintiff opposed on February 15, 2016, and the Court set a hearing on the application. On February 22, 2016, the Court denied the Application for Certification of Interlocutory Appeal and provided the plaintiff the opportunity to amend its complaint to add a fiduciary-duty claim as to Mr. Cohen and Madison Park, staying proceedings pending a ruling from the Delaware Supreme Court. After the Application for Certification of Interlocutory Appeal was denied, Mr. Roberts, MS Pawn Corporation and MS Pawn Limited Partnership filed notices of appeal from the interlocutory opinion and order denying the motions to dismiss. On March 10, 2016, the Delaware Supreme Court denied those petitions for an interlocutory appeal.
On March 4, 2016, the plaintiff filed a Second Amended Derivative Complaint against Mr. Roberts, Mr. Cohen, Madison Park, MS Pawn Corporation and MS Pawn Limited Partnership with EZCORP, Inc., as nominal defendant. The case has now moved into the discovery stage.
We intend to continue to defend vigorously against the claims asserted in this lawsuit. Although the lawsuit does not seek relief against the Company, we have certain indemnification obligations to the other defendants (including Madison Park and Mr. Cohen), which obligations include the payment of attorney’s fees in advance of the outcome. We cannot predict the outcome of this lawsuit, or the amount of time and expense that will be required to resolve it.
Federal securities litigation (SDNY) — On August 22, 2014, Jason Close, a purported holder of Class A Non-voting Common Stock, for himself and on behalf of other similarly situated holders of Class A Non-voting Common Stock, filed a lawsuit in the United States District Court for the Southern District of New York styled Close v. EZCORP, Inc., et al. (Case No. 1:14-cv-06834-ALC). The complaint names as defendants EZCORP, Inc., Paul E. Rothamel (our former chief executive officer) and Mark Kuchenrither (our former chief financial officer and former chief operating officer) and asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. In general, the complaint alleges that the implementation of certain strategic and growth initiatives were less successful than represented by the defendants, that certain of the Company’s business units and investments were not performing as well as represented by the defendants and that, as a result, the defendants’ disclosures and statements about the Company’s business and operations were materially false and misleading at all relevant times.
On October 17, 2014, the Automotive Machinists Pension Plan, also purporting to be the holder of Class A Non-voting Common Stock and acting for itself and on behalf of other similarly situated holders of Class A Non-voting Common Stock, filed a lawsuit in the United Stated District Court for the Southern District of New York styled Automotive Machinists Pension Plan v. EZCORP, Inc., et al. (Case No. 1:14-cv-8349-ALC). The complaint names EZCORP, Inc., Mr. Rothamel and Mr. Kuchenrither as defendants, but also names Mr. Cohen and MS Pawn Limited Partnership. The complaint likewise asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as well as Rule 10b-5 promulgated thereunder, alleging generally that (1) EZCORP and the officer defendants (Mr. Rothamel and Mr. Kuchenrither) issued false and misleading statements and omissions concerning the business and prospects, and compliance history, of the Company’s online lending operations in the U.K. and the nature of the Company’s consulting relationship with entities owned by Mr. Cohen and the process the Board of Directors used in agreeing to it, and (2) Mr. Cohen and MS Pawn Limited Partnership, as controlling persons of EZCORP, participated in the preparation and dissemination of the Company’s disclosures and controlled the Company’s business strategy and activities.
On October 21, 2014, the plaintiff in the Automotive Machinists Pension Plan action filed a motion to consolidate the Close action and the Automotive Machinists Pension Plan action and to appoint the Automotive Machinists Pension Plan as the lead plaintiff. On November 18, 2014, the court consolidated the two lawsuits under the caption In Re EZCORP, Inc. Securities Litigation (Case No. 1:14-cv-06834-ALC), and on January 26, 2015, appointed the lead plaintiff and lead counsel.
On March 12, 2015, the lead plaintiff filed a Consolidated Amended Class Action Complaint (the "Amended Complaint"). The Amended Complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as well as Rule 10b-5 promulgated thereunder, alleging generally that:
EZCORP and the officer defendants (Mr. Rothamel and Mr. Kuchenrither) issued false and misleading statements and omissions regarding the Company's online lending operations in the U.K. (Cash Genie) and Cash Genie's compliance history;
EZCORP and the officer defendants issued false and misleading statements and omissions regarding the nature of the Company's consulting relationship with Madison Park LLC (as entity owned by Mr. Cohen) and the process the Board of Directors used in agreeing to it;
EZCORP's financial statements were false and misleading, and violated GAAP and SEC rules and regulations, by failing to properly recognize impairment charges with respect to the Company's investment in Albemarle & Bond; and

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Mr. Cohen and MS Pawn Limited Partnership, as controlling persons of EZCORP, were aware of and controlled the Company's alleged false and misleading statements and omissions.
On April 27 2015, the defendants filed motions to dismiss, and the parties submitted their respective supporting and opposing briefs. On March 31, 2016, the Court granted in part and denied in part the defendants' motions to dismiss. Specifically, it dismissed the Section 10(b) and Rule 10b-5 claims insofar as they were based on (1) the alleged misstatements about the nature of and approval process related to the Company's consulting relationship with Madison Park, (2) the alleged misstatements regarding the impairment of the Company's investment in Albemarle & Bond, and (3) some of the alleged misstatements about Cash Genie. The Section 10(b) and Rule 10b-5 claims survived the motions to dismiss insofar as they were based on certain alleged misstatements about Cash Genie. The Section 20(a) claims also survived the motions to dismiss. The case has now moved into the discovery stage.
We cannot predict the outcome of the litigation, but we intend to continue to defend vigorously against all allegations and claims.
Federal Securities Litigation (WDT) — On July 20, 2015, Wu Winfred Huang, a purported holder of Class A Non-voting Common Stock, for himself and on behalf of other similarly situated holders of Class A Non-voting 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.
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 2 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, 2015 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, and the parties are waiting on the Court's decision.
We cannot predict the outcome of the litigation, but we intend 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 has 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 has conducted interviews with certain individuals. We continue to cooperate fully with the SEC in its investigation.
NOTE 12: SEGMENT INFORMATION
We currently report our segments as follows:
U.S. Pawn — All pawn activities in the United States
Mexico Pawn — All pawn activities in Mexico and other parts of Latin America

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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. The following tables present operating segment information for the three and nine-months ended June 30, 2016 and 2015, including reclassifications discussed in Note 1 and adjustments to reflect reclassification of all discontinued operations including Grupo Finmart discussed in Note 2.
 
Three Months Ended June 30, 2016
  
U.S. Pawn
 
Mexico Pawn
 
Other
International
 
Total Segments
 
Corporate Items
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Merchandise sales
$
79,826

 
$
14,187

 
$
1

 
$
94,014

 
$

 
$
94,014

Jewelry scrapping sales
10,918

 
312

 

 
11,230

 

 
11,230

Pawn service charges
54,395

 
8,078

 

 
62,473

 

 
62,473

Consumer loan fees and interest

 

 
2,201

 
2,201

 

 
2,201

Other revenues
39

 
157

 
36

 
232

 

 
232

Total revenues
145,178

 
22,734

 
2,238

 
170,150

 

 
170,150

Merchandise cost of goods sold
50,586

 
9,554

 

 
60,140

 

 
60,140

Jewelry scrapping cost of goods sold
8,845

 
265

 

 
9,110

 

 
9,110

Consumer loan bad debt

 

 
506

 
506

 

 
506

Net revenues
85,747

 
12,915

 
1,732

 
100,394

 

 
100,394

Segment and corporate expenses (income):
 
 
 
 
 
 
 
 
 
 
 
Operations
62,733

 
8,744

 
1,695

 
73,172

 

 
73,172

Administrative

 

 

 

 
14,481

 
14,481

Depreciation and amortization
2,888

 
720

 
56

 
3,664

 
2,610

 
6,274

(Gain) loss on sale or disposal of assets
(51
)
 
(13
)
 

 
(64
)
 
23

 
(41
)
Interest expense

 
25

 

 
25

 
3,911

 
3,936

Interest income
(1
)
 
(23
)
 

 
(24
)
 
(26
)
 
(50
)
Equity in net income of unconsolidated affiliate

 

 
(1,694
)
 
(1,694
)
 

 
(1,694
)
Other expense (income)

 
759

 

 
759

 
(259
)
 
500

Segment contribution
$
20,178

 
$
2,703

 
$
1,675

 
$
24,556

 
 
 
 
Income from continuing operations before income taxes
 
 
 
 
 
 
$
24,556

 
$
(20,740
)
 
$
3,816


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Three Months Ended June 30, 2015
  
U.S. Pawn
 
Mexico Pawn
 
Other
International
 
Total Segments
 
Corporate Items
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Merchandise sales
$
77,126

 
$
15,447

 
$
564

 
$
93,137

 
$

 
$
93,137

Jewelry scrapping sales
9,614

 
886

 
88

 
10,588

 

 
10,588

Pawn service charges
49,609

 
7,990

 

 
57,599

 

 
57,599

Consumer loan fees and interest

 

 
2,708

 
2,708

 

 
2,708

Other revenues
162

 
274

 
151

 
587

 

 
587

Total revenues
136,511

 
24,597

 
3,511

 
164,619

 

 
164,619

Merchandise cost of goods sold
50,083

 
11,027

 
350

 
61,460

 

 
61,460

Jewelry scrapping cost of goods sold
7,648

 
867

 
65

 
8,580

 

 
8,580

Consumer loan bad debt

 

 
771

 
771

 

 
771

Net revenues
78,780

 
12,703

 
2,325

 
93,808

 

 
93,808

Segment and corporate expenses (income):
 
 
 
 
 
 
 
 
 
 
 
Operations
58,902

 
10,801

 
1,752

 
71,455

 

 
71,455

Administrative

 

 

 

 
16,860

 
16,860

Depreciation and amortization
3,707

 
1,097

 
160

 
4,964

 
2,573

 
7,537

Loss (gain) on sale or disposal of assets
60

 
7

 
(1
)
 
66

 
16

 
82

Restructuring

 

 

 

 
37

 
37

Interest expense
3

 
7

 

 
10

 
3,773

 
3,783

Interest income
(10
)
 
(30
)
 

 
(40
)
 
(44
)
 
(84
)
Equity in net income of unconsolidated affiliate

 

 
(1,822
)
 
(1,822
)
 

 
(1,822
)
Other (income) expense
12

 
352

 
(10
)
 
354

 
(576
)
 
(222
)
Segment contribution
$
16,106

 
$
469

 
$
2,246

 
$
18,821

 


 


Loss from continuing operations before income taxes
 
 
 
 
 
 
$
18,821

 
$
(22,639
)
 
$
(3,818
)


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Nine Months Ended June 30, 2016
  
U.S. Pawn
 
Mexico Pawn
 
Other
International
 
Total Segments
 
Corporate Items
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Merchandise sales
$
266,560

 
$
45,376

 
$
5

 
$
311,941

 
$

 
$
311,941

Jewelry scrapping sales
32,117

 
1,493

 
21

 
33,631

 

 
33,631

Pawn service charges
169,630

 
23,567

 

 
193,197

 

 
193,197

Consumer loan fees and interest

 

 
6,603

 
6,603

 

 
6,603

Other revenues
281


231

 
36

 
548

 

 
548

Total revenues
468,588

 
70,667

 
6,665

 
545,920

 

 
545,920

Merchandise cost of goods sold
164,288

 
30,442

 
1

 
194,731

 

 
194,731

Jewelry scrapping cost of goods sold
27,033

 
1,222

 
16

 
28,271

 

 
28,271

Consumer loan bad debt

 

 
1,549

 
1,549

 

 
1,549

Net revenues
277,267

 
39,003

 
5,099

 
321,369

 

 
321,369

Segment and corporate expenses (income):
 
 
 
 
 
 
 
 
 
 
 
Operations
187,518

 
28,961

 
4,967

 
221,446

 

 
221,446

Administrative

 

 

 

 
50,085

 
50,085

Depreciation and amortization
9,489

 
2,285

 
163

 
11,937

 
8,485

 
20,422

Loss on sale or disposal of assets
502

 
116

 

 
618

 
23

 
641

Restructuring
982

 
543

 
202

 
1,727

 
183

 
1,910

Interest expense
125

 
103

 

 
228

 
11,786

 
12,014

Interest income
(2
)
 
(23
)
 

 
(25
)
 
(41
)
 
(66
)
Equity in net income of unconsolidated affiliate

 

 
(5,626
)
 
(5,626
)
 

 
(5,626
)
Other expense

 
808

 
3

 
811

 
4

 
815

Segment contribution
$
78,653

 
$
6,210

 
$
5,390

 
$
90,253

 
 
 
 
Income from continuing operations before income taxes
 
 
 
 
 
 
$
90,253

 
$
(70,525
)
 
$
19,728


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Nine Months Ended June 30, 2015
  
U.S. Pawn
 
Mexico Pawn
 
Other
International
 
Total Segments
 
Corporate Items
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Merchandise sales
$
259,040

 
$
49,910

 
$
1,678

 
$
310,628

 
$

 
$
310,628

Jewelry scrapping sales
44,012

 
3,210

 
299

 
47,521

 

 
47,521

Pawn service charges
158,961

 
23,035

 

 
181,996

 

 
181,996

Consumer loan fees and interest

 

 
7,517

 
7,517

 

 
7,517

Other revenues
570

 
783

 
694

 
2,047

 

 
2,047

Total revenues
462,583

 
76,938

 
10,188

 
549,709

 

 
549,709

Merchandise cost of goods sold
170,190

 
35,191

 
1,049

 
206,430

 

 
206,430

Jewelry scrapping cost of goods sold
34,444

 
2,948

 
217

 
37,609

 

 
37,609

Consumer loan bad debt

 

 
2,197

 
2,197

 

 
2,197

Net revenues
257,949

 
38,799

 
6,725

 
303,473

 

 
303,473

Segment and corporate expenses (income):
 
 
 
 
 
 
 
 
 
 
 
Operations
176,329

 
31,727

 
5,279

 
213,335

 

 
213,335

Administrative

 

 

 

 
44,212

 
44,212

Depreciation and amortization
10,766

 
3,442


513

 
14,721

 
7,727

 
22,448

Loss (gain) on sale or disposal of assets
77

 
264

 
(1
)
 
340

 
385

 
725

Restructuring

 

 

 

 
763

 
763

Interest expense
16

 
9

 

 
25

 
12,431

 
12,456

Interest income
(41
)
 
(54
)
 

 
(95
)
 
(128
)
 
(223
)
Equity in net income of unconsolidated affiliate

 

 
(338
)
 
(338
)
 

 
(338
)
Other expense (income)
12

 
1,072

 

 
1,084

 
(131
)
 
953

Segment contribution
$
70,790

 
$
2,339

 
$
1,272

 
$
74,401

 


 


Income from continuing operations before income taxes
 
 
 
 
 
 
$
74,401

 
$
(65,259
)
 
$
9,142

NOTE 13: ALLOWANCE FOR LOSSES AND CREDIT QUALITY OF CONSUMER LOANS
Grupo Finmart customers obtain installment loans with a series of payments due over the stated term, which can be as long as four years. We recognize consumer loan interest related to loans we originate based on the percentage of consumer loans made that we believe to be collectible, and reserve the percentage of interest we expect not to collect, over the period in which payments are expected to be received under the effective interest method.
Loans to Grupo Finmart customers whose employment is continuing are referred to as “in-payroll” loans, while loans to Grupo Finmart customers whose employment is discontinued are referred to as “out-of-payroll” loans. A customer is generally considered to have discontinued their employment if they are no longer employed by the employer that is responsible for the payroll withholding. We do not reclassify non-performing loans to performing status if there are subsequent collections on the non-performing loans. We establish reserves for Grupo Finmart loans as follows:
We reserve 100% of non-performing loans, which for this purpose we consider to be:
Out-of-payroll loans for which Grupo Finmart is not receiving payments; and
In-payroll loans for which Grupo Finmart has not received any payments for 180 consecutive days.
We also establish additional reserves on loan principal and accrued interest reserves for performing loans based on historical experience.
When we reserve 100% of a Grupo Finmart loan, we charge the loan principal to consumer loan bad debt expense, reduce interest revenue by the amount of unpaid interest theretofore accrued on the loan and cease accruing interest revenue. Future

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collections are recorded as a reduction of consumer loan bad debt expense (in the case of written-off principal) and an increase in consumer loan fee revenue (in the case of written-off accrued interest) after principal has been recovered. Long-term unsecured consumer loan bad debt expense is included in "Loss from discontinued operations, net of tax" in our condensed consolidated statements of operations.
Grupo Finmart provides an allowance for losses on performing, in-payroll loans and related interest receivable based on historical collection experience. Changes in the principal and interest receivable valuation allowances are charged to "Loss from discontinued operations, net of tax" in our condensed consolidated statements of operations.

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The following table presents changes in the allowance for credit losses, as well as the recorded investment in our financing receivables by portfolio segment for the periods presented and excludes items such as non-sufficient funds fees, repossession fees, auction fees and interest:
Description
 
Allowance
Balance at
Beginning
of Period
 
Charge-offs
 
Recoveries
 
Provision
(Benefit)
 
Translation Adjustment
 
Allowance
Balance at
End of
Period (a)
 
Financing
Receivable
at End of
Period (a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Unsecured short-term consumer loans: (b)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2016
 
$
8,459

 
$
(928
)
 
$
653

 
$
249

 
$
(639
)
 
$
7,794

 
$
9,946

Three Months Ended June 30, 2015
 
12,217

 
(7,159
)
 
3,160

 
4,129

 
593

 
12,940

 
29,214

Nine Months Ended June 30, 2016
 
11,498

 
(5,157
)
 
2,862

 
(251
)
 
(1,158
)
 
7,794

 
9,946

Nine Months Ended June 30, 2015
 
14,645

 
(23,239
)
 
9,946

 
11,987

 
(399
)
 
12,940

 
29,214

Secured short-term consumer loans: (c)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2016
 
$

 
$

 
$

 
$

 
$

 
$

 
$

Three Months Ended June 30, 2015
 
816

 
(9,983
)
 
9,135

 
752

 

 
720

 
5,464

Nine Months Ended June 30, 2016
 
2,004

 
(2,229
)
 
436

 
(211
)
 

 

 

Nine Months Ended June 30, 2015
 
1,049

 
(37,375
)
 
33,872

 
3,174

 

 
720

 
5,464

Unsecured long-term consumer loans: (a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2016
 
$
69,599

 
$
(1,021
)
 
$

 
$
5,951

 
$
(4,780
)
 
$
69,749

 
$
141,158

Three Months Ended June 30, 2015
 
44,721

 
(2,894
)
 
255

 
2,855

 
(1,228
)
 
43,709

 
163,167

Nine Months Ended June 30, 2016
 
50,645

 
(2,234
)
 

 
26,185

 
(4,847
)
 
69,749

 
141,158

Nine Months Ended June 30, 2015
 
38,087

 
(3,162
)
 
255

 
14,518

 
(5,989
)
 
43,709

 
163,167

(a)
These amounts are included in "Current assets held for sale" and "Non-current assets held for sale" in our condensed consolidated balance sheets and pertain to Grupo Finmart consumer loans. See Note 2 for further detail on discontinued operations.
(b)
No aging allowance disclosure provided for these amounts as our policy is to charge-off all amounts on the first day after the due date. These amounts primarily include activity pertaining to our Canadian operations in the Other International segment and are included in "Prepaid expenses and other current assets" in our condensed consolidated balance sheets.
(c)
As a result of our discontinuance of USFS, our secured short-term consumer loan balance was reduced to zero as of December 31, 2015. As such, no further aging allowance disclosure has been provided for these amounts. See Note 2 for further detail on discontinued operations. These amounts are included in "Prepaid expenses and other current assets" in our condensed consolidated balance sheets.

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The following table presents an aging analysis of past due financing receivables held by Grupo Finmart and included in "Current assets held for sale" and "Non-current assets held for sale" in our condensed consolidated balance sheets: 
 
Days Past Due
 
Total Past Due
 
Current Receivable
 
Translation Adjustment
 
Total
Financing Receivable
 
Allowance Balance
 
Recorded
Investment
> 90 Days Accruing
 
1-30
 
31-60
 
61-90
 
>90
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Unsecured long-term consumer loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2016
 
 
 
 
 
 
 
 


 
 
 
 
 


 
 
 
 
Performing loans
$
4,083

 
$
1,705

 
$
1,591

 
$
2,723

 
$
10,102

 
$
65,066

 
$

 
$
75,168

 
$
3,759

 
$
2,723

Non-performing loans
841

 
683

 
918

 
61,051

 
63,493

 
2,497

 

 
65,990

 
65,990

 

 
$
4,924

 
$
2,388

 
$
2,509

 
$
63,774

 
$
73,595

 
$
67,563

 
$

 
$
141,158

 
$
69,749

 
$
2,723

June 30, 2015
 
 
 
 
 
 
 
 

 
 
 
 
 

 
 
 
 
Performing loans
$
10,448

 
$
6,038

 
$
2,627

 
$
3,689

 
$
22,802

 
$
102,072

 
$
828

 
$
125,702

 
$
6,244

 
$
3,689

Non-performing loans
485

 
484

 
825

 
34,006

 
35,800

 
1,665

 

 
37,465

 
37,465

 

 
$
10,933

 
$
6,522

 
$
3,452

 
$
37,695

 
$
58,602

 
$
103,737

 
$
828

 
$
163,167

 
$
43,709

 
$
3,689

September 30, 2015
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
 
 
Performing loans
$
6,783

 
$
6,179

 
$
6,776

 
$
5,766

 
$
25,504

 
$
87,272

 
$

 
$
112,776

 
$
5,128

 
$
5,766

Non-performing loans
553

 
701

 
613

 
41,670

 
43,537

 
1,980

 

 
45,517

 
45,517

 

 
$
7,336

 
$
6,880

 
$
7,389

 
$
47,436


$
69,041

 
$
89,252

 
$

 
$
158,293

 
$
50,645

 
$
5,766

NOTE 14: FAIR VALUE MEASUREMENTS
In accordance with FASB ASC 820-10, 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
Level 3: Unobservable inputs that are not corroborated by market data

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Recurring Fair Value Measurements
The tables below present our financial assets (liabilities) that were measured at fair value on a recurring basis as of June 30, 2016 and 2015 and September 30, 2015:
 
 
June 30, 2016
 
Fair Value Measurements Using
Financial assets (liabilities)
Level 1
 
Level 2
 
Level 3
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Foreign currency forwards
 
$
7,044

 
$

 
$
7,044

 
$

Cash Convertible Notes Hedges
 
16,200

 

 
16,200

 

Cash Convertible Notes Embedded Derivative
 
(16,200
)
 

 
(16,200
)
 

Net financial assets
 
$
7,044

 
$

 
$
7,044

 
$

 
 
 
 
 
 
 
 
 
 
 
June 30, 2015
 
Fair Value Measurements Using
Financial assets (liabilities)
Level 1
 
Level 2
 
Level 3
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Foreign currency forwards
 
$
11,273

 
$

 
$
11,273

 
$

Holding Period Adjustment
 
47

 

 
47

 

Cash Convertible Notes Hedges
 
23,160

 

 
23,160

 

Cash Convertible Notes Embedded Derivative
 
(23,160
)
 

 
(23,160
)
 

Contingent consideration
 
(2,836
)
 

 

 
(2,836
)
Net financial assets (liabilities)
 
$
8,484

 
$

 
$
11,320

 
$
(2,836
)
 
 
 
 
 
 
 
 
 
 
 
September 30, 2015
 
Fair Value Measurements Using
Financial assets (liabilities)
Level 1
 
Level 2
 
Level 3
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Foreign currency forwards
 
$
14,169

 
$

 
$
14,169

 
$

Holding Period Adjustment
 
4

 

 
4

 

Cash Convertible Notes Hedges
 
10,505

 

 
10,505

 

Cash Convertible Notes Embedded Derivative
 
(10,505
)
 

 
(10,505
)
 

Phantom share-based awards
 
(3,932
)
 

 

 
(3,932
)
Contingent consideration
 
(2,601
)
 

 

 
(2,601
)
Net financial assets (liabilities)
 
$
7,640

 
$

 
$
14,173

 
$
(6,533
)
We measured the value of the forward currency forwards using Level 2 inputs such as estimations of expected cash flows, appropriately risk-adjusted discount rates and available observable inputs (term of the forward, notional amount, discount rates based on local and foreign rate curves, and a credit value adjustment to consider the likelihood of nonperformance). Forward contracts were recorded in the condensed consolidated balance sheets under “Current assets held for sale” and "Non-current assets held for sale."
We measured the fair value of the Holding Period Adjustment using an option pricing 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 Holding Period Adjustment was recorded in the condensed consolidated balance sheets under "Other assets, net" and had no value as of June 30, 2016.
We measured the fair value of the Cash Convertible Notes Hedges and the Cash Convertible Notes Embedded Derivative using an option pricing 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 Cash Convertible Notes Hedges were recorded in the condensed consolidated balance sheets under “Other assets, net.” The Cash Convertible Notes Embedded Derivative was recorded in the condensed consolidated balance sheets under “Long-term debt, less current maturities.”
On April 26, 2013, Grupo Finmart purchased 100% of the outstanding shares of Fondo ACH, S.A. de C.V., a specialty consumer finance company. The total purchase price was performance-based and was to be determined over a period of four years from the date of purchase and was initially due on January 2, 2017 based on interest income generated by the acquired

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Table of Contents

portfolios and new loans made through Fondo ACH's contractual relationships. We previously used an income approach to measure the fair value of the contingent consideration using a probability-weighted discounted cash flow approach. Some of the significant inputs used for the valuation were not observable in the market and are thus were Level 3 inputs. Contingent consideration was recorded in the condensed consolidated balance sheets under "Current liabilities held for sale" and "Non-current liabilities held for sale." During the three-months ended June 30, 2016, we negotiated a final settlement amount of the contingent consideration and recorded a valuation adjustment of $1.1 million, included in "Loss from discontinued operations, net of tax" in our condensed consolidated statements of operations, to arrive at the $1.5 million balance of the contingent consideration liability.
During fiscal 2015, we granted awards to employees based upon underlying shares that were not issued, and therefore we accounted for these as phantom share-based awards under FASB ASC 718-30. These awards are recorded in the condensed consolidated balance sheets under “Accounts payable, accrued expenses and other current liabilities” for unvested share-based payment awards. The fair value of fiscal 2015 phantom share-based awards that were estimated using the Monte Carlo simulation model incorporated the closing share price of our Class A Common Stock on the date of grant (considered, for this purpose, to be October 1, 2014), as well as the following assumptions, which we consider to be Level 3 inputs under the fair value hierarchy:
Expected volatility of EZCORP, Inc. Class A Common Stock
49.7
%
Risk-free interest rate
1.9
%
Expected term in years
6

Cost of equity
11.5
%
Dividend yield

During the nine-months ended June 30, 2016, we settled and released $0.1 million of phantom share-based awards and reclassified $3.8 million of phantom share-based awards from liability awards to equity awards recorded in the condensed consolidated balance sheets under "Additional paid-in capital" reducing our balance in phantom share-based awards to zero as of March 31, 2016.
There were no transfers in or out of Level 1 or Level 2 for financial assets or liabilities measured at fair value on a recurring basis during the periods presented.

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Table of Contents

Financial Assets, Temporary Equity and Financial Liabilities Not Measured at Fair Value
Our financial assets, temporary equity and financial liabilities as of June 30, 2016 and 2015 and September 30, 2015 that were not measured at fair value in our condensed consolidated balance sheets, inclusive of Grupo Finmart balances as discussed in Note 2, are as follows:
 
 
Carrying Value
 
Estimated Fair Value
 
 
June 30, 2016
 
June 30, 2016
 
Fair Value Measurement Using
 
 
Level 1
 
Level 2
 
Level 3
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
29,380

 
$
29,380

 
$
29,380

 
$

 
$

Cash and cash equivalents — discontinued operations*
 
1,728

 
1,728

 
1,728

 

 

Restricted cash
 
5,000

 
5,000

 
5,000

 

 

Restricted cash — discontinued operations*
 
11,654

 
11,654

 
11,654

 

 

Pawn loans
 
160,269

 
160,269

 

 

 
160,269

Consumer loans, net — discontinued operations*
 
19,905

 
34,896

 

 

 
34,896

Pawn service charges receivable, net
 
29,643

 
29,643

 

 

 
29,643

Consumer loan fees and interest receivable, net — discontinued operations*
 
11,390

 
11,390

 

 

 
11,390

Investment in unconsolidated affiliate
 
57,656

 
49,194

 
49,194

 

 

Restricted cash, non-current — discontinued operations*
 
2,226

 
2,226

 
2,226

 

 

Non-current consumer loans, net — discontinued operations*
 
51,504

 
90,291

 

 

 
90,291

 
 
$
380,355

 
$
425,671

 
$
99,182

 
$

 
$
326,489

 
 
 
 
 
 
 
 
 
 
 
Temporary equity:
 
 
 
 
 
 
 
 
 
 
Redeemable noncontrolling interest — discontinued operations*
 
$
(2,410
)
 
$
3,109

 
$

 
$

 
$
3,109

 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
 
 
 
Cash Convertible Notes
 
$
195,221

 
$
190,762

 
$

 
$
190,762

 
$

Foreign currency debt — discontinued operations*
 
14,826

 
15,079

 

 
15,079

 

Consumer loans facility due 2019 — discontinued operations*
 
25,669


25,894

 

 
25,894

 

Foreign currency unsecured notes — discontinued operations*
 
17,665


17,772

 

 
17,772

 

Foreign currency secured notes — discontinued operations*
 
18,068


18,722

 

 
18,722

 

Secured notes consolidated from VIEs — discontinued operations*
 
40,843

 
37,779

 

 
37,779

 

 
 
$
312,292

 
$
306,008

 
$

 
$
306,008

 
$


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Table of Contents

 
 
Carrying Value
 
Estimated Fair Value
 
 
June 30, 2015
 
June 30, 2015
 
Fair Value Measurement Using
 
 
Level 1
 
Level 2
 
Level 3
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
113,405

 
$
113,405

 
$
113,405

 
$

 
$

Cash and cash equivalents — discontinued operations*
 
982

 
982

 
982

 

 

Restricted cash
 
218

 
218

 
218

 

 

Restricted cash — discontinued operations*
 
27,797

 
27,797

 
27,797

 

 

Pawn loans
 
144,377

 
144,377

 

 

 
144,377

Consumer loans, net — discontinued operations*
 
36,719

 
47,605

 

 

 
47,605

Pawn service charges receivable, net
 
26,989

 
26,989

 

 

 
26,989

Consumer loan fees and interest receivable, net — discontinued operations*
 
13,595

 
13,595

 

 

 
13,595

Investment in unconsolidated affiliate
 
90,423

 
81,426

 
81,426

 

 

Restricted cash, non-current — discontinued operations*
 
2,978

 
2,978

 
2,978

 

 

Non-current consumer loans, net — discontinued operations*
 
82,739

 
107,268

 

 

 
107,268

 
 
$
540,222

 
$
566,640

 
$
226,806

 
$

 
$
339,834

 
 
 
 
 
 
 
 
 
 
 
Temporary equity:
 
 
 
 
 
 
 
 
 
 
Common Stock, subject to possible redemption
 
$
11,696

 
$
11,241

 
$

 
$

 
$
11,241

Redeemable noncontrolling interest — discontinued operations*
 
16,318

 
33,297

 

 

 
33,297

 
 
$
28,014

 
$
44,538

 
$

 
$

 
$
44,538

 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
 
 
 
Cash Convertible Notes
 
$
184,765

 
$
181,746

 
$

 
$
181,746

 
$

Foreign currency debt — discontinued operations*
 
20,602


23,667

 

 
23,667

 

Consumer loans facility due 2019 — discontinued operations*
 
43,900

 
45,843

 

 
45,843

 

Foreign currency unsecured notes — discontinued operations*
 
18,082


18,536

 

 
18,536

 

Foreign currency secured notes — discontinued operations*
 
22,117


25,639

 

 
25,639

 

Secured notes consolidated from VIEs — discontinued operations*
 
86,815

 
83,640

 

 
83,640

 

 
 
$
376,281

 
$
379,071

 
$

 
$
379,071

 
$


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Table of Contents

 
 
Carrying Value
 
Estimated Fair Value
 
 
September 30, 2015
 
September 30, 2015
 
Fair Value Measurement Using
 
 
Level 1
 
Level 2
 
Level 3
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
56,244

 
$
56,244

 
$
56,244

 
$

 
$

Cash and cash equivalents — discontinued operations*
 
2,880

 
2,880

 
2,880

 

 

Restricted cash
 
144

 
144

 
144

 

 

Restricted cash — discontinued operations*
 
14,993

 
14,993

 
14,993

 

 

Pawn loans
 
159,964

 
159,964

 

 

 
159,964

Consumer loans, net — discontinued operations*
 
31,824

 
43,731

 

 

 
43,731

Pawn service charges receivable, net
 
30,852

 
30,852

 

 

 
30,852

Consumer loan fees and interest receivable, net — discontinued operations*
 
19,105

 
19,105

 

 

 
19,105

Investment in unconsolidated affiliate
 
56,182

 
56,182

 
56,182

 

 

Restricted cash, non-current — discontinued operations*
 
2,883

 
2,883

 
2,883

 

 

Non-current consumer loans, net — discontinued operations*
 
75,824

 
104,194

 

 

 
104,194

 
 
$
450,895

 
$
491,172

 
$
133,326

 
$

 
$
357,846

 
 
 
 
 
 
 
 
 
 
 
Temporary equity:
 
 
 
 
 
 
 
 
 
 
Common stock, subject to possible redemption
 
$
11,696

 
$
11,438

 
$

 
$

 
$
11,438

Redeemable noncontrolling interest — discontinued operations*
 
3,235

 
5,467

 

 

 
5,467

 
 
$
14,931

 
$
16,905

 
$

 
$

 
$
16,905

 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
 
 
 
Cash Convertible Notes
 
$
187,471

 
$
169,050

 
$

 
$
169,050

 
$

Foreign currency debt — discontinued operations*
 
18,505


19,851

 

 
19,851

 

Consumer loans facility due 2019 — discontinued operations*
 
40,493


40,774

 

 
40,774

 

Foreign currency unsecured notes — discontinued operations*
 
20,987


20,477

 

 
20,477

 

Foreign currency secured notes — discontinued operations*
 
20,286


22,476

 

 
22,476

 

Secured notes consolidated from VIEs — discontinued operations*
 
73,264

 
68,685

 

 
68,685

 

 
 
$
361,006

 
$
341,313

 
$

 
$
341,313

 
$

*
See Note 1 for discussion of operations discontinued subsequent to the adoption of ASU 2014-08.
Based on the short-term nature of cash and cash equivalents, restricted cash, pawn loans, pawn service charges receivable and consumer loan fees and interest receivable, we estimate that their carrying value approximates fair value. Significant increases or decreases in the underlying assumptions used to value the pawn loans, pawn service charges receivable and consumer loan fees and interest receivable could significantly increase or decrease the fair value estimates disclosed above.

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Table of Contents

Consumer loans made by Grupo Finmart have an average contractual term of approximately 30 months. We estimated the fair value of the Grupo Finmart consumer loans by applying an income approach (the present value of future cash flows). Key assumptions include an annualized probability of default as well as a discount rate based on the funding rate plus the portfolio liquidity risk. Significant increases or decreases in the underlying assumptions used to value the consumer loans could significantly increase or decrease the fair value estimates disclosed above.
The inputs used to generate the fair value of our 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. See Note 5 for discussion of the fair value compared to the carrying value of our investment in Cash Converters International.
The fair value of the redeemable noncontrolling interest as of June 30, 2016 was calculated based on the minority interest percentage of the sale price in the definitive agreement as discussed in Note 18. The fair value of the redeemable noncontrolling interest prior to June 30, 2016 was estimated by applying an income approach based on significant Level 3 inputs that are not observable in the market. Key assumptions include discount rates up to 24%, representing the discount that market participants would consider when estimating the fair value of the noncontrolling interest. Significant increases or decreases in the underlying assumptions used to value the redeemable noncontrolling interest could significantly increase or decrease the fair value estimates disclosed above.
The fair value of the common stock, subject to possible redemption was estimated by applying an income approach. This fair value measurement is based on significant Level 3 inputs that are not observable in the market. Key assumptions include a discount rate of 7%, which approximated the Company’s incremental borrowing rate.
We measured the fair value of our Cash Convertible Notes using quoted price inputs from Bloomberg. The Cash Convertible Notes are not actively traded and thus the price inputs represent a Level 2 measurement. As the Cash Convertible Notes are not actively traded, the quoted price inputs obtained from Bloomberg are highly variable from day to day and thus the fair value estimates disclosed above could significantly increase or decrease.
We utilize credit quality-related zero rate curves, quoted price and yield inputs for Mexican Pesos built by a price vendor authorized by the Comisión Nacional Bancaria y de Valores to determine the fair value measurements of the remaining financial liabilities that are classified as Level 2 measurements.
NOTE 15: DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
See Note 14 for a discussion of the Cash Convertible Notes Hedges and Cash Convertible Notes Embedded Derivative presented below.
During the fiscal years ended September 30, 2015 and 2014, Grupo Finmart entered into cross-currency forward contracts to hedge foreign exchange rate fluctuations in connection with the formation of the VIEs and related transfer of certain loans as described in Note 16. The Company guarantees the future cash outflows of the forward contracts, which are included in the Company’s condensed consolidated balance sheets and adjusted to fair value each reporting period through earnings. As of June 30, 2016, Grupo Finmart is classified as held for sale and all segment operations of Grupo Finmart are classified as discontinued operations. For further discussion see Note 2.
Grupo Finmart received proceeds of $3.6 million, net with the settlement of remaining foreign currency forwards attributable to the cross-border 8.5% unsecured notes due 2015 which were repaid during the three-months ended December 31, 2015.

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Table of Contents

The following tables set forth certain information regarding our derivative instruments not designated as hedging instruments:
 
 
 
 
Fair Value Asset (Liability) of Derivative Instruments
Derivative Instrument
 
Balance Sheet Location
 
June 30, 2016
 
June 30, 2015
 
September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Foreign currency forwards
 
Current and non-current assets held for sale
 
7,044

 
11,273

 
14,169

Cash Convertible Notes Hedges
 
Other assets, net
 
16,200

 
23,160

 
10,505

Cash Convertible Notes Embedded Derivative
 
Long-term debt, less current maturities
 
(16,200
)
 
(23,160
)
 
(10,505
)
 
 
 
 
Amount of Unrealized (Loss) Gain on Derivatives
  
 
 
 
Three Months Ended June 30,
 
Nine Months Ended June 30,
Derivative Instrument
 
Income Statement Location
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Foreign currency forwards
 
Loss from discontinued operations, net of tax*
 
$
(650
)
 
$
5,846

 
$
(3,568
)
 
$
7,710

*
Amount is partially offset by gains and losses caused by related foreign currency fluctuations.

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Table of Contents

NOTE 16: VARIABLE INTEREST ENTITIES
The Company performs ongoing qualitative assessments of VIEs it is involved with to determine if it has a controlling financial interest in the VIE and therefore is the VIE’s primary beneficiary. If it is determined to be the primary beneficiary, the Company consolidates the VIE in its condensed consolidated financial statements.
Consolidated Variable Interest Entities
During the year ended September 30, 2014 and the first quarter of fiscal 2015, Grupo Finmart participated in the formation of three VIEs that purchased Mexican Peso denominated long-term unsecured Mexican consumer loans originated by Grupo Finmart whose borrowers were Mexican government employees at the time of loan origination. During fiscal 2014 and the first quarter of fiscal 2015, Grupo Finmart completed six transfers of consumer loans to various securitization trusts. We consolidate those securitization trusts under the VIE model. Each VIE issued its notes to third party investors and used the related net proceeds to purchase the loans from Grupo Finmart at a premium over their principal amount. We consolidate these VIEs as we have the power to direct the activities that significantly affect each VIE’s economic performance and have the right to receive benefits or the obligation to absorb losses that could potentially be significant to each VIE. We expect to de-consolidate these VIEs in conjunction with the disposition of Grupo Finmart as discussed in Note 2.
The first VIE (“VIE C”) was formed in October 2013 as a trust with third party "Investor C" as the purchaser of its Mexican Peso denominated notes and the VIE’s first beneficiary. The second VIE (“VIE B”) was formed in March 2014 (amended in June, September and December 2014) as a trust with "Investor B" as the purchaser of the VIE’s U.S. Dollar denominated notes and the VIE’s first beneficiary. The third VIE (“VIE A”) was formed in June 2014 as a trust with "Investor A" as the purchaser of the VIE’s Mexican Peso denominated notes and the VIE’s first beneficiary. Grupo Finmart is the servicer of the VIEs’ loans. In August 2014, "Investors D" and "E" purchased a portion of VIE A’s notes from Investor A and became additional VIE A first beneficiaries. Each VIEs’ notes are payable solely from the VIE’s assets. Grupo Finmart receives 100% of VIE C and VIE B cash flows and 50% of VIE A cash flows after (1) the VIE’s operating expenses are paid and (2) the VIE's notes are repaid. Grupo Finmart has an option to repurchase VIE A’s loans. VIE A is the only VIE for which Grupo Finmart can be terminated as servicer for reasons other than cause, with termination requiring unanimous first beneficiary approval.
Grupo Finmart has entered into foreign exchange forward contracts with a third party to provide U.S. dollars on the payment of Mexican Pesos, and has assigned the rights under those contracts to VIE B to mitigate the risk associated with its U.S. dollar denominated liabilities and Mexican peso denominated assets. EZCORP has guaranteed the future cash outflows under those foreign exchange forward contracts.
The assets of the VIEs can be used only to settle obligations of the VIEs. Information about our involvement with VIEs has been aggregated as the VIEs are similar and we believe separate reporting would not provide more useful information. The assets and liabilities of our consolidated VIEs described above are presented in our condensed consolidated balance sheets and are net of intercompany balances which are eliminated in our condensed consolidated financial statements.

The loans the VIEs purchased from Grupo Finmart are reflected in our condensed consolidated financial statements at amortized cost based on Grupo Finmart’s pre-transfer basis. We did not recognize any gain or loss as a result of the loan transfer to the VIEs or from the consolidation of the VIEs. The excess of the principal amount of each VIE’s notes payable over the principal amount of the VIE’s loans (this is the unamortized loan premium paid by the VIEs) is to be repaid using a portion of the VIE’s loan interest, as the coupon of the VIE’s loans are greater than the coupon of the VIE’s notes payable.

Income (principally, interest and fees on loans) earned by our consolidated VIEs was $3.3 million and $7.3 million for the three-months ended June 30, 2016 and 2015, respectively, and $10.6 million and $27.8 million for the nine-months ended June 30, 2016 and 2015, respectively. Related expenses, consisting primarily of interest expense, foreign exchange losses and consumer loan bad debt expense were $3.4 million and $4.2 million for the three-months ended June 30, 2016 and 2015, respectively, and $9.2 million and $21.2 million for the nine-months ended June 30, 2016 and 2015, respectively. These amounts were included in "Loss from discontinued operations, net of tax" in the condensed consolidated statements of operations and do not include intercompany transactions which are eliminated in our condensed consolidated financial statements.
Grupo Finmart Securitization Trust
On February 17, 2014, Grupo Finmart entered into a new securitization transaction to transfer collection rights of certain eligible consumer loans to a bankruptcy remote trust in exchange for cash. The trust received financing as a result of the issuance of debt securities and delivered the proceeds of the financing to Grupo Finmart. The 5.8% consumer loans facility due 2019 debt securities pertaining to the Grupo Finmart Securitization Trust are presented in Note 7. Grupo Finmart is the primary beneficiary of the securitization trust because Grupo Finmart has the power to direct the most significant activities of the trust

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through its role as servicer of all the receivables held by the trust and through its obligation to absorb losses or receive benefits that could potentially be significant to the trust. Consequently, we consolidate the trust. The assets and liabilities of the Grupo Finmart Securitization Trust described above are presented as held for sale in our condensed consolidated balance sheets and are net of intercompany balances which are eliminated in our condensed consolidated financial statements. See to Note 2 for further detail on Grupo Finmart assets and liabilities held for sale.
Non-Consolidated Variable Interest Entities
The Company historically held a significant variable interest in two VIEs for which it was not the primary beneficiary and, therefore, were not consolidated. Prior to our discontinuance of USFS as discussed in Note 2, we issued letters of credit to enhance the creditworthiness of our customers seeking unsecured loans from unaffiliated lenders. We had no further substantial involvement with such lenders as of December 31, 2015.
NOTE 17: SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION
The following table provides information on net amounts included under "Pawn service charges receivable, net," "Inventory, net" and "Property and equipment, net" in our condensed consolidated balance sheets:
 
June 30, 2016
 
June 30, 2015
 
September 30, 2015
 
 
 
 
 
 
 
(in thousands)
Gross pawn service charges receivable
$
39,688

 
$
36,237

 
$
39,877

Allowance for uncollectible pawn service charges receivable
(10,045
)
 
(9,248
)
 
(9,025
)
Pawn service charges receivable, net
$
29,643

 
$
26,989

 
$
30,852

 
 
 
 
 
 
Gross inventory
$
135,807

 
$
122,540

 
$
131,174

Inventory reserves
(5,439
)
 
(7,257
)
 
(7,090
)
Inventory, net
$
130,368

 
$
115,283

 
$
124,084

 
 
 
 
 
 
Property and equipment, gross
$
210,005

 
$
246,795

 
$
208,472

Accumulated depreciation
(148,804
)
 
(147,442
)
 
(134,534
)
Property and equipment, net
$
61,201

 
$
99,353

 
$
73,938

The above amounts are exclusive of assets held for sale. See Note 13 for information on Grupo Finmart consumer loans included in "Current assets held for sale" and "Non-current assets held for sale" in our condensed consolidated balance sheets and Note 2 for the gross amounts of Grupo Finmart property and equipment included in "Non-current assets held for sale."
NOTE 18: SUBSEQUENT EVENTS
Effective July 1, 2016 we entered into a definitive agreement (the “Purchase Agreement”) with Alpha Holding, S.A. de C.V. (“AlphaCredit”), pursuant to which AlphaCredit will acquire Grupo Finmart ("Acquired Interests"). The aggregate base purchase price for the Acquired Interests is $50.0 million, subject to adjustments. Certain minority holders will have the option to retain their equity interest in Grupo Finmart by entering into a shareholder agreement negotiated with the buyers, in which case the portion of the purchase price attributable to such equity interests would be retained by the buyers.
Subject to certain escrow amounts, the adjusted purchase price is payable in cash at closing, unless AlphaCredit does not have financing in place at the time the closing conditions have been satisfied, in which case $25.0 million of the purchase price payable to the Company will be deferred. If the deferred payment is utilized, the deferred purchase price payable to the Company will be increased from $25.0 million to $33.1 million and will be payable in full on the first anniversary of the closing, with certain quarterly payments due.
At the closing of the transaction, the intercompany indebtedness owed by Grupo Finmart to certain wholly owned subsidiaries of EZCORP will be restructured into two notes issued by Grupo Finmart and guaranteed by AlphaCredit. Each note will provide for quarterly interest payments and annual principal installments over three years. The note governing the existing Mexican Peso denominated intercompany debt of $8.5 million as of June 30, 2016 will be payable in Mexican Pesos at a 7.5% per annum interest rate, and the note governing the existing U.S. Dollar denominated intercompany debt of $40.2 million as of June 30, 2016 will be payable in U.S. Dollars at a 4% per annum interest rate. The principal balance of these notes will generally be repaid on a schedule approximating 30% during year one, 40% during year two and 30% during year three. Any

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funding provided by EZCORP or its affiliates to Grupo Finmart between signing and closing will be added to the principal amount of the U.S. Dollar denominated note.
The Purchase Agreement contains provisions granting AlphaCredit and the Company the right to terminate the Purchase Agreement for certain reasons, including, among others, if the closing does not occur on or before September 30, 2016. If all conditions have been satisfied by such time other than approval of the transaction by the Mexican Comisión Federal de Competencia (Federal Competition Commission), then such date will be automatically extended to October 31, 2016.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 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, 2015, as supplemented by the information set forth in “Part I, Item 3 — Quantitative and Qualitative Disclosures about Market Risk,” "Part II, Item 1 — Legal Proceedings" and "Part II, Item 1A — Risk Factors" of this Quarterly Report.
Overview
EZCORP is a Delaware corporation headquartered in Austin, Texas. We are a leading provider of pawn loans in the United States and Mexico.
Our vision is to be the market leader in North America, within two years, 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;
Attractive Shareholder Returns; and
Most Efficient Provider of Cash.
At our pawn stores, we offer pawn loans, which are non-recourse 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.
The following charts present sources of net revenue including measures of gross profit ("GP") and pawn service charges ("PSC") for the three and nine-months ended June 30, 2016 and 2015:

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Pawn Activities
At our pawn stores, we offer secured loans, which are typically small, non-recourse loans collateralized by tangible personal property. As of June 30, 2016, we had an aggregate pawn loan principal balance of $160.3 million. We earn pawn service charge revenue on our pawn loans which varies primarily based upon statutory rates by state and loan valuations.
Collateral for our pawn loans consists of tangible personal property, jewelry, consumer electronics, tools, sporting goods and musical instruments. We do not evaluate the creditworthiness of a pawn customer, but rely on the estimated resale value of the collateral and the perceived probability of the loan's redemption. We then determine the appropriate amount to lend based on the pledged property's estimated resale value depending on an evaluation of these factors. The sources of information we use to determine the resale value of collateral include our computerized valuation software, gold values, internal retail and auction sites, catalogues, newspaper advertisements and previous sales of similar merchandise.
The collateral is held through the duration of the loan, which the customer may renew or extend by paying accrued pawn service charges. If a customer does not repay, renew or extend a loan, the collateral is forfeited to us and becomes inventory available for sale. We do not record loan losses or charge-offs of pawn loans because the principal amount of an unpaid loan becomes the inventory carrying cost of the forfeited collateral.
In our pawn stores, we acquire inventory for retail sales through pawn loan forfeitures and purchases of customers’ merchandise. We believe our ability to offer quality secondhand goods and refurbished 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 part of the lending or purchasing process, we work with customers to establish appropriate value assessments which ultimately drive margins on the sale of merchandise.
Our inventory is stated at the lower of cost or market. We record a valuation allowance for obsolete or slow-moving inventory based on the type and age of merchandise. We generally establish a higher allowance percentage on general merchandise, as it is more susceptible to obsolescence, and establish a lower allowance percentage on jewelry, as it retains much greater commodity value. The total allowance, excluding shrinkage and product protection plan returns as described below, was 3% of gross inventory (a blended rate comprising 4% of gross general merchandise inventory and 1.7% of gross jewelry inventory) as of June 30, 2016, compared to 4.4% (comprising 4.6% of gross general merchandise inventory and 3.9% of gross jewelry inventory) as of June 30, 2015 and 4.1% (comprising 3.8% of gross general merchandise inventory and 3.5% of gross jewelry inventory) as of September 30, 2015. The decrease in valuation allowance from September 30, 2015 to June 30, 2016 is reflective of maintaining similar levels of aged merchandise but higher total inventory balances.

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Additional reserves are recorded for estimated unrealized inventory shrinkage and product protection plan returns. Combined these were 1.0% of total gross inventory as of June 30, 2016 compared to 1.6% as of June 30, 2015 and 1.3% as of September 30, 2015.
Customers may purchase an extended return plan (called a “product protection plan”) that allows them to return or exchange certain general (non-jewelry) merchandise sold through our retail pawn operations within six months of purchase. We recognize the fees for this service as revenue ratably over the six month period.

We also offer a jewelry VIP package, which guarantees customers a minimum future pawn loan amount on the item sold, allows them full credit if they trade in the item to purchase a more expensive piece of jewelry, and provides minor repair service on the item sold. These fees are recognized upon sale. Customers may also purchase an item on layaway by paying a minimum layaway deposit of typically 10% to 20% of the item’s sale price. We hold the item for a 60 to 180-day period, during which the customer is required to pay the balance of the sales price. The initial deposit and subsequent payments are recorded as customer layaway deposits. Layaways are recorded as sales when paid in full. We record product protection, jewelry VIP and layaway fees as sales revenue, as they are incidental to sales of merchandise.
Growth and Expansion
We plan to expand the number of locations we operate through opening de novo locations and through acquisitions. We believe that the largest growth opportunities are with de novo stores in Mexico and pawn store acquisitions in the U.S. We continually evaluate and test new products and formats, which may result in expansion opportunities or strategic investments. Our ability to add new stores is dependent on several variables, such as the availability of acceptable sites or acquisition candidates, the regulatory environment, local zoning ordinances, access to capital and the availability of qualified personnel.
Payroll Withholding Loans — Discontinued Operations
In Mexico, Grupo Finmart offers payroll withholding loans or unsecured consumer loans. Grupo Finmart enters into payroll withholding agreements (called “convenios”) with Mexican employers, primarily federal, state and local governments and agencies, and provides unsecured installment consumer loans to the employees of the various employers. Interest and principal payments are collected through payroll deductions.
On February 8, 2016 in conjunction with ongoing evaluation of our strategic direction, we announced that we were conducting a comprehensive review of strategic options for Grupo Finmart to be completed by the end of the third quarter of fiscal 2016. In April 2016, a special committee of our board of directors comprised entirely of independent directors, after reviewing a variety of strategic alternatives with management and the company's financial advisors, concluded that a sale of the business was the preferred alternative and authorized management to proceed with a process to solicit proposals from interested buyers.
As a result of the decision to sell our Grupo Finmart business, we have classified Grupo Finmart as held for sale as of June 30, 2016 and recast all segment operations of Grupo Finmart as discontinued operations. We recognized no loss on classification as held for sale during the three-months ended June 30, 2016. See Note 2 of Notes to Interim Condensed Consolidated Financial Statements included in "Part I, Item 1 — Financial Statements." Effective July 1, 2016, we entered into a definitive agreement to sell the Grupo Finmart business to Alpha Holding, S.A. de C.V. See Note 18 of Notes to Interim Condensed Consolidated Financial Statements included in "Part I, Item 1 — Financial Statements."
Seasonality and Quarterly Results
Historically, U.S. pawn service charges on a GAAP basis are highest in our fourth fiscal quarter (July through September) due to a higher average loan balance during the summer lending season. U.S. merchandise sales are highest in the first and second fiscal quarters (October through March) due to the holiday season with jewelry sales surrounding Valentine’s Day and additionally impacted by tax refunds in the United States. As a result of the seasonality of sales in the first and second fiscal quarters, earning asset balances are usually lower at second quarter end as compared to other fiscal quarters.
Revision to Prior Period Financial Statements
During the third quarter of fiscal 2016, we identified an overstatement of our recorded net tax assets. The impact of these overstatements was a $14.3 million decrease to our retained earnings balance as of September 30, 2014. Our analysis of the overstatement indicates that the underlying errors originated in periods prior to fiscal 2013 and relate primarily to the deferred tax balances associated with equity method investments, stock compensation and foreign acquisitions. We have evaluated the errors and have determined that their impact is not material to our results of operations, financial position or cash flows in previously reported periods. Consequently, we have retrospectively revised the financial statements presented herein to reflect the correction of these errors. The impact of this revision on the consolidated balance sheets as of June 30 and September 30,

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2015 is described in Note 1 of Notes to Interim Condensed Consolidated Financial Statements included in "Part I, Item 1 — Financial Statements."
Store Data by Segment
 
Three Months Ended June 30, 2016
 
Company-owned Stores
 
 
 
U.S. Pawn
 
Mexico Pawn
 
Other International
 
Consolidated
 
Franchises
 
 
 
 
 
 
 
 
 
 
As of March 31, 2016
522

 
237

 
27

 
786

 

New locations opened

 
1

 

 
1

 

As of June 30, 2016
522

 
238

 
27

 
787

 

 
Three Months Ended June 30, 2015
 
Company-owned Stores
 
 
 
U.S. Pawn
 
Mexico Pawn
 
Other International
 
Consolidated
 
Franchises
 
 
 
 
 
 
 
 
 
 
As of March 31, 2015
519

 
262

*
39

 
820

 
2

Locations sold, combined or closed

 
(1
)
*

 
(1
)
 
(1
)
As of June 30, 2015
519

 
261

 
39

 
819

 
1

* Includes 21 buy/sell stores. One buy/sell store was closed during the period.
 
Nine Months Ended June 30, 2016
 
Company-owned Stores
 
 
 
U.S. Pawn
 
Mexico Pawn
 
Other International
 
Consolidated
 
Franchises
 
 
 
 
 
 
 
 
 
 
As of September 30, 2015
522

 
237

*
27

 
786

 
1

New locations opened

 
1

 

 
1

 

Locations acquired
6

 
1

 

 
7

 

Locations sold, combined or closed
(6
)
 
(1
)
 

 
(7
)
 
(1
)
As of June 30, 2016
522

 
238

 
27

 
787

 

* Includes five buy/sell stores which were converted to Mexico Pawn stores during the three-months ended March 31, 2016.
 
Nine Months Ended June 30, 2015
 
Company-owned Stores
 
 
 
U.S. Pawn
 
Mexico Pawn*
 
Other International
 
Consolidated
 
Franchises
 
 
 
 
 
 
 
 
 
 
As of September 30, 2014
504

 
261

*
39

 
804

 
5

New locations opened
5

 
2

*

 
7

 

Locations acquired
12

 

 

 
12

 

Locations sold, combined or closed
(2
)
 
(2
)
*

 
(4
)
 
(4
)
As of June 30, 2015
519

 
261

 
39

 
819

 
1

* Includes 19 buy/sell stores. Two buy/sell stores were opened and one buy/sell store was closed during the period.

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Financial Highlights for the Three and Nine-Months Ended June 30, 2016
The following discussion presents selected consolidated summary financial data from continuing operation. The discussion includes consolidated results, including constant currency results from Mexico Pawn, after translation to U.S. dollars from its functional currency of the Mexican peso. See “Results of Operations — Non-GAAP Financial Information” below.
The following table presents selected, unaudited, consolidated financial data for our three-months ended June 30, 2016 and 2015 (the "current quarter" or "current three-months" and "prior-year quarter," respectively) and our nine-months ended June 30, 2016 and 2015 (the "current nine-months" and "prior-year nine-months," respectively).
 
Three Months Ended June 30,
 
2016 (GAAP)
 
2015 (GAAP)
 
Percentage Change (GAAP)
 
2016 (Constant Currency)
 
Percentage Change (Constant Currency)
Consolidated pawn loans outstanding
$
160,269

 
$
144,377

 
11
 %
 
$
163,286

 
13
 %
 
 
 
 
 
 
 
 
 
 
Consolidated pawn service charges
62,473

 
57,599

 
8
 %
 
63,951

 
11
 %
U.S. pawn service charges
54,395

 
49,609

 
10
 %
 
54,395

 
10
 %
Mexico pawn service charges
8,078

 
7,990

 
1
 %
 
9,556

 
20
 %
 
 
 
 
 

 
 
 

Consolidated merchandise sales gross profit
33,874

 
31,677

 
7
 %
 
34,722

 
10
 %
Consolidated gross margin on merchandise sales
36
%
 
34
%
 
200bps

 
36
%
 
200bps

 
 
 
 
 
 
 
 
 
 
Consolidated annualized return on pawn earning assets (c)
142
%
 
146
%
 
(400)bps

 
142
%
 
(400)bps

Consolidated inventory yield (d)
113
%
 
117
%
 
(400)bps

 
113
%
 
(400)bps

 
 
 
 
 
 
 
 
 
 
U.S. pawn loan redemption rate (a)
85
%
 
85
%
 

 
85
%
 

Mexico pawn loan redemption rate (a)
77
%
 
76
%
 
100
 bps
 
77
%
 
100bps

 
 
 
 
 
 
 
 
 
 
U.S. aged general merchandise inventory (b)
5
%
 
5
%
 

 
5
%
 

U.S. aged jewelry inventory (b)
13
%
 
16
%
 
(300)bps

 
13
%
 
(300)bps

 
 
 
 
 
 
 
 
 
 
Mexico aged general merchandise inventory (b)
4
%
 
10
%
 
(600)bps

 
4
%
 
(600)bps

Mexico aged jewelry inventory (b)
%
 
2
%
 
(200)bps

 
%
 
(200)bps

 
Nine Months Ended June 30,
 
2016 (GAAP)
 
2015 (GAAP)
 
Percentage Change (GAAP)
 
2016 (Constant Currency)
 
Percentage Change (Constant Currency)
Consolidated pawn service charges
$
193,197

 
$
181,996

 
6
%
 
$
197,846

 
9
%
U.S. pawn service charges
169,630

 
158,961

 
7
%
 
169,630

 
7
%
Mexico pawn service charges
23,567

 
23,035

 
2
%
 
28,216

 
22
%
 
 
 
 
 
 
 
 
 
 
Consolidated merchandise sales gross profit
117,210

 
104,198

 
12
%
 
120,152

 
15
%
Consolidated gross margin on merchandise sales
38
%
 
34
%
 
400bps

 
38
%
 
400bps

 
 
 
 
 
 
 
 
 
 
Consolidated annualized return on pawn earning assets (c)
148
%
 
145
%
 
300bps

 
148
%
 
300bps

Consolidated inventory yield (d)
125
%
 
119
%
 
600bps

 
127
%
 
800bps


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*
Represents an increase or decrease in excess of 100% or not meaningful.
(a)
Our pawn loan redemption rate represents the percentage of loans made that are repaid, renewed or extended.
(b)
Calculated as inventory aged greater than 360 days as a percentage of total inventory as of the applicable period end.
(c)
Calculated as the annualized merchandise and scrap sales gross profit and pawn service charges, divided by average pawn loans and inventory balances outstanding.
(d)
Calculated as average annual merchandise and scrap sales gross profit yield on inventory balances outstanding as of the applicable period end.
Overall Core Pawn Business Improvement
Pawn Lending Momentum Continues
Quality loan growth continued with pawn loans outstanding increasing 11% from the end of the prior-year quarter (13% increase on a constant currency basis).
Same store loan balances increased 9% from the prior-year quarter (11% increase on a constant currency basis). This increase is primarily attributable to a 10% increase in U.S. Pawn same store loan balances. Mexico Pawn same store loan balances remained flat.
Pawn loan redemption rates remain relatively constant as compared to the prior-year quarter.
Pawn service charges increased 8% from the prior-year quarter (11% increase on a constant currency basis). Pawn service charges increased 6% from the prior-year nine-months (9% increase on a constant currency basis).
Improved Merchandise Sales Margin and Inventory Position
Merchandise margin increased from 34% in the prior-year quarter and prior-year nine-months to 36% in the current quarter and 38% in the current nine-months, a result of disciplined loan valuations and effective product lifecycle pricing.
Merchandise sales gross profit increased 7% from $31.7 million in the prior-year quarter to $33.9 million in the current quarter. Merchandise sales gross profit increased from $104.2 million in the prior-year nine-months to $117.2 million in the current nine-months.
Aged inventory reduced to 9% for U.S. Pawn at the end of the current quarter from 11% at the end of the prior-year quarter, comprised primarily of a reduction of aged jewelry inventory to 13% from 16% at the end of the prior-year quarter. Aged inventory reduced to 3% for Mexico Pawn at the end of the current quarter from 8% at the end of the prior-year quarter, comprised of a reduction of aged general merchandise inventory to 4% from 10% and a reduction of aged jewelry inventory to a nominal amount from 2% at the end of the prior-year quarter.
Growing Return on Pawn Earning Assets
Annualized return on pawn earning assets decreased to 142% in the current quarter versus 146% in the prior-year quarter primarily due to lower inventory turnover in the U.S. as a result of the new inventory created through strong loan demand out pacing growth in sales volume. Annualized return on pawn earning assets increased to 148% in the current nine-months versus 145% in the prior-year nine-months.
Inventory yield decreased to 113% in the current quarter from 117% in the prior-year quarter. Inventory yield increased to 125% in the current nine-months from 119% in the prior-year nine-months, driven by improved gross margin on merchandise sales.

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Results of Operations
Three Months Ended June 30, 2016 vs. Three Months Ended June 30, 2015
Summary Financial Data
The following tables present selected, unaudited, financial data for our three-months ended June 30, 2016 and 2015. This table, as well as the discussion that follows, should be read with the accompanying condensed consolidated financial statements and related notes.
 
Three Months Ended June 30,
 
Percentage
Change
 
2016
 
2015
 
 
 
 
 
 
 
 
(in thousands)
 
 
Net revenues:
 
 
 
 
 
Pawn service charges
$
62,473

 
$
57,599

 
8
 %
 
 
 
 
 
 
Merchandise sales
94,014

 
93,137

 
1
 %
Merchandise sales gross profit
33,874

 
31,677

 
7
 %
Gross margin on merchandise sales
36
%
 
34
%
 
200bps

 
 
 
 
 
 
Jewelry scrapping sales
11,230

 
10,588

 
6
 %
Jewelry scrapping sales gross profit
2,120

 
2,008

 
6
 %
Gross margin on jewelry scrapping sales
19
%
 
19
%
 

 
 
 
 
 
 
Other revenues, net
1,927

 
2,524

 
(24
)%
Net revenues
100,394


93,808

 
7
 %
 
 
 
 
 
 
Operating expenses
93,886

 
95,971

 
(2
)%
Other non-operating expenses
2,692

 
1,655

 
63
 %
Income (loss) from continuing operations before income taxes
3,816

 
(3,818
)
 
*

Income tax expense (benefit)
1,038

 
(3,035
)
 
*

Income (loss) from continuing operations, net of tax
2,778

 
(783
)
 
*

Loss from discontinued operations, net of tax
(9,133
)
 
(9,454
)
 
(3
)%
Net loss
(6,355
)
 
(10,237
)
 
(38
)%
Net loss attributable to noncontrolling interest
(666
)
 
(390
)
 
71
 %
Net loss attributable to EZCORP
$
(5,689
)
 
$
(9,847
)
 
(42
)%
 
 
 
 
 
 
Net pawn earning assets:
 
 
 
 
 
Pawn loans
$
160,269

 
$
144,377

 
11
 %
Inventory, net
130,368

 
115,283

 
13
 %
Total net pawn earning assets
$
290,637

 
$
259,660

 
12
 %
*
Represents an increase or decrease in excess of 100% or not meaningful.
Income from continuing operations, net of tax, was $2.8 million in the current quarter, an increase of $3.6 million from the prior-year quarter's loss of $0.8 million. The increase was primarily the result of increased core pawn net revenue as well as a decrease in operating expenses, offset by an increase in non-operating expenses and income tax expense.
The $7.1 million increase in core pawn net revenue (pawn service charges and merchandise sales gross profit) was primarily due to:
A $4.9 million, or 8%, increase in pawn service charges primarily due to an increase in average PLO outstanding for the period in comparison to the prior-year quarter in both our U.S. Pawn and Mexico Pawn segments; and
A $2.2 million, or 7%, increase in merchandise sales gross profit primarily due to improved margins in both our U.S. Pawn and Mexico Pawn segments in comparison to the prior-year quarter as a result of better merchandise lending valuations and improvements in early lifecycle pricing.

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Other revenue decreased $0.6 million, or 24%, primarily as a result of wind down of certain insignificant non-pawn activities.
The $2.1 million, or 2%, decrease in operating expenses was primarily due to:
A $1.7 million increase in operations expense primarily due to a $3.8 million increase in expense incurred at our U.S. Pawn segment as a result of staffing enhancements and a revision to incentive compensation plans in our field organization to better serve and satisfy our customers in addition to additional costs associated with new stores opened and other smaller items; partially offset by
A $2.4 million decrease in administrative expense due primarily to a decrease in professional fees driven by efficiencies created as a result of our restructuring actions in the prior-year; and
A $1.3 million decrease in depreciation and amortization expense due to a lower depreciable fixed asset base as a result of our strategic review completed in fiscal 2015.
The $1.0 million, or 63%, increase in non-operating expenses was primarily due to a $1.0 million increase in other expense, primarily attributable to foreign currency translation losses due to movement in Mexican to U.S. exchange rates during the current quarter, from a spot rate of 17.3 to 1 at the beginning of the current quarter to 18.6 to 1 at the end of the current quarter.
Income tax expense increased $4.1 million to $1.0 million in the current quarter, primarily due to income from continuing operations increasing $7.6 million to $3.8 million. The effective tax rate from continuing operations for the three-months ended June 30, 2016 was 27% of pre-tax income compared to 79% of pre-tax loss for the three-months ended June 30, 2015. The increase in effective tax rate was primarily the result of second quarter return to provision adjustments.
Loss from discontinued operations, net of tax decreased 3%, comprised of a larger loss from Grupo Finmart in the current quarter as compared to the prior-year quarter driven by delays in collections causing additional bad debt, offset by a loss from USFS during the prior-year quarter which reduced to nominal activity during the current quarter as remaining activity has wound down.

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U.S. Pawn
The following table presents selected summary financial data from continuing operations for the U.S. Pawn segment:
 
Three Months Ended June 30,
 
Percentage Change
 
2016
 
2015
 
 
 
 
 
 
 
 
(in thousands)
 
 
Net revenues:
 
 
 
 
 
Pawn service charges
$
54,395

 
$
49,609

 
10
 %
 
 
 
 
 
 
Merchandise sales
79,826

 
77,126

 
4
 %
Merchandise sales gross profit
29,240

 
27,043

 
8
 %
Gross margin on merchandise sales
37
%
 
35
%
 
200bps

 
 
 
 
 
 
Jewelry scrapping sales
10,918

 
9,614

 
14
 %
Jewelry scrapping sales gross profit
2,073

 
1,966

 
5
 %
Gross margin on jewelry scrapping sales
19
%
 
20
%
 
(100)bps

 
 
 
 
 
 
Other revenues
39

 
162

 
(76
)%
Net revenues
85,747

 
78,780

 
9
 %
 
 
 
 
 
 
Segment operating expenses:
 
 
 
 

Operations
62,733

 
58,902

 
7
 %
Depreciation and amortization
2,888

 
3,707

 
(22
)%
Segment operating contribution
20,126

 
16,171

 
24
 %
 
 
 
 
 
 
Other segment (income) expenses
(52
)
 
65

 
*

Segment contribution
$
20,178

 
$
16,106

 
25
 %
 
 
 
 
 
 
Other data:
 
 
 
 
 
Net earning assets — continuing operations
$
257,396

 
$
223,941

 
15
 %
Inventory turnover — general merchandise (b)
2.5

 
2.9

 
(14
)%
Inventory turnover — jewelry (b)
1.1

 
1.1

 
 %
Average monthly ending pawn loan balance per store (a)
$
262

 
$
235

 
11
 %
Average annual yield on pawn loans outstanding
164
%
 
167
%
 
(300)bps

Pawn loan redemption rate (c)
85
%
 
85
%
 

*
Represents an increase or decrease in excess of 100% or not meaningful.
(a)
Balance is calculated based upon the average of the monthly ending balance averages during the applicable period.
(b)
Calculation of inventory turnover excludes the effects of scrapping.
(c)
Our pawn loan redemption rate represents the percentage of loans made that are repaid, renewed or extended.


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Net revenues increased 9%, or $7.0 million, with core pawn revenue increasing $7.5 million, or 6%, from the prior-year quarter. The increase in core pawn revenue attributable to same stores and new stores added since the prior-year quarter is summarized as follows:
 
Change in Core Pawn Revenue
 
Pawn Service Charges
 
Merchandise Sales
 
Total
 
 
 
 
 
 
 
(in millions)
Same stores
$
4.4

 
$
3.3

 
$
7.7

New stores
0.4

 
(0.6
)
 
(0.2
)
Total
$
4.8

 
$
2.7

 
$
7.5

Pawn service charges increased 10% from the prior-year quarter primarily due to an increase in average monthly ending pawn loan balances outstanding of 11% as a result of same store growth.
Gross margin on merchandise sales increased to 37% from 35% in the prior-year quarter as a result of better merchandise lending valuations and improvements in early lifecycle pricing. Additionally, we reduced total aged inventory (as a percentage of total inventory) to 9% from 11%. This reduction is primarily attributable to a reduction of aged jewelry inventory to 13% from 16% in the prior-year quarter, while our aged general merchandise inventory remained constant. These positive operating developments drove an increase in merchandise sales gross profit of $2.2 million.
Jewelry scrapping sales gross profit remained flat at 2% of net revenues as compared to the prior-year quarter.
Total segment expenses increased to $65.6 million (45% of revenues) in the current quarter from $62.7 million (46% of revenues) in the prior-year quarter primarily due to:
$3.8 million, or 7%, increase in operations expense primarily as a result of staffing enhancements and a revision to incentive compensation plans in our field organization to better serve and satisfy our customers including increased bonuses as a result of revenue growth in addition to additional costs associated with new stores opened and other smaller items; partially offset by
A $0.8 million, or 22%, decrease in depreciation and amortization as a result of ongoing savings realized from a lower depreciable fixed asset base as a result of our strategic review completed in fiscal 2015.

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Non-GAAP Financial Information
In addition to the financial information prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP"), we provide certain other non-GAAP financial information on a constant currency basis ("constant currency"). We use constant currency and ongoing segment contribution results to evaluate results of our Mexico Pawn and Grupo Finmart operations, which are denominated in Mexican pesos and believe that presentation of constant currency results are meaningful and useful in understanding the activities and business metrics of our Mexico Pawn and Grupo Finmart operations and reflect an additional way of viewing aspects of our business that, when viewed with its 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 condensed 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 condensed consolidated balance sheet and condensed consolidated statement of operations items denominated in Mexican pesos to U.S. dollars using the exchange rate from the prior-year comparable period, as opposed to the current comparable period, in order to exclude the effects of foreign currency rate fluctuations. For condensed consolidated balance sheet items, the end of period rate as of June 30, 2016 of 18.6 to 1 was used, compared to the end of period rate as of June 30, 2015 of 15.7 to 1. For condensed consolidated statement of operations items, the average closing daily exchange rate for the appropriate period was used. The average exchange rates for the current three and nine-months ended June 30, 2016 were 18.1 to 1 and 17.6 to 1, respectively, as compared to the prior year three and nine-months ended June 30, 2015 rates of 15.3 to 1 and 14.7 to 1, respectively. Constant currency results, where presented, also exclude foreign currency gain or loss.

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Table of Contents

Mexico Pawn
The following table presents selected summary financial data from continuing operations for the Mexico Pawn segment, including constant currency results, after translation to U.S. dollars from its functional currency of the Mexican peso. See “Results of Operations — Non-GAAP Financial Information” above.
 
Three Months Ended June 30,
 
2016 (GAAP)
 
2015 (GAAP)
 
Percentage Change (GAAP)
 
2016 (Constant Currency)
 
Percentage Change (Constant Currency)
 
 
 
 
 
 
 
 
 
 
 
(in USD thousands)
 
 
 
(in USD thousands)
 
 
Net revenues:
 
 
 
 
 
 
 
 
 
Pawn service charges
$
8,078

 
$
7,990

 
1
 %
 
$
9,556

 
20
 %
 
 
 
 
 


 
 
 


Merchandise sales
14,187

 
15,447

 
(8
)%
 
16,783

 
9
 %
Merchandise sales gross profit
4,633

 
4,420

 
5
 %
 
5,481

 
24
 %
Gross margin on merchandise sales
33
%
 
29
%
 
400bps

 
33
%
 
400bps

 
 
 
 
 


 
 
 


Jewelry scrapping sales
312

 
886

 
(65
)%
 
369

 
(58
)%
Jewelry scrapping sales gross profit
47

 
19

 
*

 
56

 
*

Gross margin on jewelry scrapping sales
15
%
 
2
%
 
1,300bps

 
15
%
 
1,300bps

 
 
 
 
 


 
 
 


Other revenues
157

 
274

 
(43
)%
 
186

 
(32
)%
Net revenues
12,915

 
12,703

 
2
 %
 
15,279

 
20
 %
 
 
 
 
 


 
 
 


Segment operating expenses:
 
 
 
 


 
 
 


Operations
8,744

 
10,801

 
(19
)%
 
10,344

 
(4
)%
Depreciation and amortization
720

 
1,097

 
(34
)%
 
852

 
(22
)%
Segment operating contribution
3,451

 
805

 
*

 
4,083

 
*

 
 
 
 
 


 
 
 


Other segment expenses (income) (a)
748

 
336

 
*

 
(12
)
 
*

Segment contribution
$
2,703

 
$
469

 
*

 
$
4,095

 
*

 
 
 
 
 
 
 
 
 
 
Other data:
 
 
 
 
 
 
 
 
 
Net earning assets — continuing operations
$
33,214

 
$
35,464

 
(6
)%
 
$
39,349

 
11
 %
Inventory turnover (b)
2.3

 
2.6

 
(12
)%
 
2.3

 
(12
)%
Average monthly ending pawn loan balance per store (c)
$
71

 
$
70

 
1
 %
 
$
84

 
20
 %
Average annual yield on pawn loans outstanding
192
%
 
194
%
 
(200)bps

 
194
%
 

Pawn loan redemption rate (d)
77
%
 
76
%
 
100bps

 
77
%
 
100bps

*
Represents an increase or decrease in excess of 100% or not meaningful.
(a)
The three-months ended June 30, 2016 constant currency balance excludes $0.8 million of net foreign currency transaction losses resulting from movement in exchange rates. The three-months ended June 30, 2015 includes net foreign currency transaction losses totaling $0.4 million that are not excluded from the above results.
(b)
Calculation of inventory turnover excludes the effects of scrapping.
(c)
Balance is calculated based upon the average of the monthly ending balance averages during the applicable period.
(d)
Our pawn loan redemption rate represents the percentage of loans made that are repaid, renewed or extended.

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Table of Contents

Core pawn revenue decreased $1.2 million, or 5% (up $2.9 million, or 12% on a constant currency basis), from the prior-year quarter. Merchandise sales decreased $1.3 million, or 8% (up $1.3 million, or 9% on a constant currency basis), from the prior-year quarter to $14.2 million ($16.8 million on a constant currency basis). The decrease (increase on a constant currency basis) in core pawn revenue attributable to same store and new stores added since the prior-year quarter is summarized as follows:
 
Change in Core Pawn Revenue (GAAP)
 
Pawn Service Charges
 
Merchandise Sales
 
Total
 
 
 
 
 
 
 
(in millions)
Same stores
$
0.6

 
$
(0.3
)
 
$
0.3

New stores
(0.5
)
 
(1.0
)
 
(1.5
)
Total
$
0.1

 
$
(1.3
)
 
$
(1.2
)
 
Change in Core Pawn Revenue (Constant Currency)
 
Pawn Service Charges
 
Merchandise Sales
 
Total
 
 
 
 
 
 
 
(in millions)
Same stores
$
1.5

 
$
2.3

 
$
3.8

New stores
0.1

 
(1.0
)
 
(0.9
)
Total
$
1.6

 
$
1.3

 
$
2.9

Pawn service charges increased 1% (20% on a constant currency basis) primarily as a result of same store growth. The average monthly ending pawn loan balances outstanding remained relatively flat (up 20% on a constant currency basis) from the prior-year quarter.
Gross margin on merchandise sales increased to 33% from 29% in the prior-year quarter as a result of better merchandise lending valuations and improvements in early lifecycle pricing. Additionally, we reduced total aged inventory to 3% from 8%, comprised of a reduction of aged general merchandise inventory to 4% from 10% and a reduction of aged jewelry inventory to a nominal amount from 2% in the prior-year quarter. These positive operating developments drove an increase in merchandise sales gross profit of $0.2 million ($1.1 million on a constant currency basis).
Segment operating expenses decreased to $10.2 million or 45% of revenues ($11.2 million on a constant currency basis or 42% of revenues) in the current quarter from $12.2 million (50% of revenues) in the prior-year quarter primarily due to a $2.1 million decrease ($0.5 million decrease on a constant currency basis) in operations expense as a result of staffing realignments and a revision to incentive compensation plans in our field organization to better serve and satisfy our customers in addition to other smaller items. This decrease was amplified by foreign currency effects.

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Table of Contents

Grupo Finmart
The following table presents selected summary financial data from discontinued operations for Grupo Finmart, including constant currency results, after translation to U.S. dollars from its functional currency of the Mexican peso. See “Results of Operations — Non-GAAP Financial Information” above.
 
Three Months Ended June 30,
 
2016 (GAAP)
 
2015 (GAAP)
 
Percentage Change (GAAP)
 
2016 (Constant Currency)
 
Percentage Change (Constant Currency)
 
 
 
 
 
 
 
 
 
 
 
(in USD thousands)
 
 
 
(in USD thousands)
 
 
Revenues
$
11,762

 
$
17,015

 
(31
)%
 
$
13,915

 
(18
)%
Consumer loan bad debt
6,200

 
2,835

 
*

 
7,335

 
*

Net revenues
5,562

 
14,180

 
(61
)%
 
6,580

 
(54
)%
 
 
 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
 
 
Operations
9,506

 
8,205

 
16
 %
 
11,246

 
37
 %
Interest expense, net
3,944

 
5,617

 
(30
)%
 
4,666

 
(17
)%
Depreciation, amortization and other (a)
4,580

 
1,488

 
*

 

 
*

Loss from discontinued operation before income taxes
$
(12,468
)
 
$
(1,130
)
 
*

 
$
(9,332
)
 
*

 
 
 
 
 
 
 
 
 
 
Other data:
 
 
 
 
 
 
 
 
 
Net earning assets
$
71,409

 
$
119,458

 
(40
)%
 
$
84,599

 
(29
)%
Consumer loan originations (b)
7,124

 
22,931

 
(69
)%
 
8,428

 
(63
)%
Consumer loan bad debt as a percentage of gross average consumer loan balance (c)
8
%
 
2
%
 
600bps

 
8
%
 
600bps

*
Represents an increase or decrease in excess of 100% or not meaningful.
(a)
The three-months ended June 30, 2016 constant currency balance excludes a $4.6 million of net foreign currency transaction gains resulting from movement in exchange rates. The net foreign currency transaction losses for the three-months ended June 30, 2015 were $1.0 million and are not excluded from the above results.
(b)
Constant currency result is calculated as the average monthly consumer loan origination balance translated at the average closing daily exchange rate for the applicable period.
(c)
Represents consumer loan bad debt expense during the applicable period as a percentage of the average monthly consumer loan balance during the applicable period. Constant currency consumer loan balance is calculated using the end of period rate for each month.
During January 2012 we acquired a 60% controlling interest in Grupo Finmart and began consolidating its results of operations. As of June 30, 2016 and 2015 we owned a 94% and 76% controlling interest, respectively, in Grupo Finmart. The results presented above and discussed below include the noncontrolling interest portion of Grupo Finmart’s segment loss. Amounts discussed below are on a GAAP basis and include the impact of foreign currency effects as presented above.
Total revenues decreased $5.2 million, or 31%, from the prior-year quarter to $11.8 million. Consumer loan bad debt increased $3.4 million from the prior-year quarter to $6.2 million. The overall increase in consumer loan bad debt was a result of delays in collections. We continue to monitor collections and may revise our reserve rate on performing loans in future reporting periods as a result of additional information that becomes known. Grupo Finmart’s non-performing loans represented 47% of its overall portfolio as of June 30, 2016, up from 42% of the overall portfolio as of March 31, 2016.
Consumer loan originations decreased 69% from the prior-year quarter to $7.1 million with focus on performing convenios and targeted shorter duration loans.
We analyze cost recovery of the non-performing loan balance of $66.0 million as of June 30, 2016 in two buckets:
a.
78% of the non-performing loan balance was related to "in-payroll" loans that were reserved under our accounting policies due to delays in the timing of cash receipts.

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Table of Contents

b.
22% of the non-performing loan balance was attributable to “out-of-payroll” loans, for which no significant future collections from employees are expected.
During the three-months ended June 30, 2016, we collected $4.4 million on previously reserved loans, inclusive of principal and interest.
Total segment expenses increased to $18.0 million in the current quarter from $15.3 million in the prior-year quarter, due to:
A $1.3 million increase in operations expense primarily attributable to a $3.2 million increase in professional fees and other related items, offset by a $0.9 million contingent consideration fair value gain and a $0.7 million decrease in commissions as a result of lower originations; and
A $3.1 million increase in depreciation, amortization and other expense primarily due to a $3.6 million increase as a result of foreign currency impacts, offset by a $0.5 million decrease in depreciation and amortization as we discontinued depreciation and amortization on our long-lived assets as a result of the classification as held for sale during the current quarter; partially offset by
A $1.7 million decrease in interest expense due to a decrease in weighted-average debt outstanding during the current quarter as compared to the prior-year quarter.
On February 8, 2016 in conjunction with ongoing evaluation of our strategic direction, we announced that we were conducting a comprehensive review of strategic options for Grupo Finmart to be completed by the end of the third quarter of fiscal 2016. In April 2016, a special committee of our board of directors comprised entirely of independent directors, after reviewing a variety of strategic alternatives with management and the company's financial advisors, concluded that a sale of the business was the preferred alternative and authorized management to proceed with a process to solicit proposals from interested buyers.
Effective July 1, 2016 we entered into a definitive agreement to sell the business for a total of $50.0 million, subject to certain adjustments. Subject to certain escrow amounts, the adjusted purchase price is payable in cash at closing, unless the buyer does not have financing in place at the time the closing conditions have been satisfied, in which case $25.0 million of the purchase price payable to EZCORP will be deferred. If the deferred payment is utilized, the deferred purchase price payable to EZCORP will be increased from $25.0 million to $33.1 million and will be payable in full on the first anniversary of the closing, with certain quarterly payments due.
As a result of the decision to sell the Grupo Finmart business, we have classified Grupo Finmart as held for sale as of June 30, 2016 and recast all segment operations of Grupo Finmart as discontinued operations. We recognized no loss on classification as held for sale during the three-months ended June 30, 2016.

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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 reporting units' functional currency of primarily Canadian and Australian dollars:
 
Three Months Ended June 30,
 
Percentage Change
 
2016
 
2015
 
 
 
 
 
 
 
 
(in thousands)
 
 
Net revenues:
 
 
 
 


Merchandise sales gross profit
$
1

 
$
214

 
(100
)%
Jewelry scrapping sales gross profit

 
23

 
(100
)%
Other revenues, net
1,731

 
2,088

 
(17
)%
Net revenues
1,732

 
2,325

 
(26
)%
 
 
 
 
 


Segment operating expenses (income):
 
 
 
 
 
Operating expenses
1,751

 
1,912

 
(8
)%
Equity in net income of unconsolidated affiliate
(1,694
)
 
(1,822
)
 
(7
)%
Segment operating contribution
1,675

 
2,235

 
(25
)%
 
 
 
 
 
 
Other segment income

 
(11
)
 
(100
)%
Segment contribution
$
1,675

 
$
2,246

 
(25
)%
*
Represents an increase or decrease in excess of 100% or not meaningful.
Segment contribution from the Other International segment decreased $0.6 million from the prior-year quarter to $1.7 million in the current quarter, primarily due to a $0.6 million decrease in segment net revenues due partially to wind down of certain Canadian operations. Operating expense decreased $0.2 million due primarily due to wind down of certain Canadian operations, offset by an investment in an IT marketing platform to provide targeted solutions for our pawn customers.
On February 29, 2016, Cash Converters International announced the results of its strategic review initiated in September 2015 which included growth of its business in Australia and New Zealand, restructuring of its United Kingdom operations and repositioning of its Carboodle operations. In additional to other measures, Cash Converters International has disclosed maximum pre-tax costs (a mixture of cash, provisions and write-downs) of $8.5 million (impact to EZCORP at exchange rates in effect as of March 31, 2016) related to the strategic review to occur in future periods. We anticipate the recognition of the majority of these costs in our fourth quarter of fiscal 2016; however, we are currently unable to quantify the ultimate impact or timing of these charges.

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Table of Contents

Other Items
The following table reconciles our consolidated segment contribution discussed above to net loss attributable to EZCORP, Inc., including items that affect our consolidated financial results but are not allocated among segments:
 
Three Months Ended June 30,
 
Percentage Change
 
2016
 
2015
 
 
 
 
 
 
 
 
(in thousands)
 
 
Segment contribution
$
24,556

 
$
18,821

 
30
 %
Corporate expenses (income):
 
 
 
 


Administrative
14,481

 
16,860

 
(14
)%
Depreciation and amortization
2,610

 
2,573

 
1
 %
Loss on sale or disposal of assets
23

 
16

 
44
 %
Restructuring

 
37

 
(100
)%
Interest expense
3,911

 
3,773

 
4
 %
Interest income
(26
)
 
(44
)
 
(41
)%
Other income
(259
)
 
(576
)
 
(55
)%
Income (loss) from continuing operations before income taxes
3,816

 
(3,818
)
 
*

Income tax expense (benefit)
1,038

 
(3,035
)
 
*

Income (loss) from continuing operations, net of tax
2,778

 
(783
)
 
*

Loss from discontinued operations, net of tax
(9,133
)
 
(9,454
)
 
(3
)%
Net loss
(6,355
)
 
(10,237
)
 
(38
)%
Net loss attributable to noncontrolling interest
(666
)
 
(390
)
 
71
 %
Net loss attributable to EZCORP, Inc.
$
(5,689
)
 
$
(9,847
)
 
(42
)%
*
Represents an increase or decrease in excess of 100% or not meaningful.
Administrative expenses decreased $2.4 million, or 14%, due primarily to a decrease in professional fees driven by efficiencies created as a result of our restructuring actions in the prior-year quarter.
Income tax expense increased $4.1 million to $1.0 million in the current quarter, primarily due to income from continuing operations increasing $7.6 million to $3.8 million. The effective tax rate from continuing operations for the three-months ended June 30, 2016 was 27% of pre-tax income compared to 79% of pre-tax loss for the three-months ended June 30, 2015. The increase in effective tax rate was primarily the result of second quarter return to provision adjustments.
Loss from discontinued operations, net of tax decreased 3%, comprised of a larger loss from Grupo Finmart in the current quarter as compared to the prior-year quarter driven by delays in collections causing additional bad debt, offset by a loss from USFS during the prior-year quarter which reduced to nominal activity during the current quarter as remaining activity has wound down.

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Table of Contents

Nine Months Ended June 30, 2016 vs. Nine Months Ended June 30, 2015
Summary Financial Data
The following tables present selected, unaudited, financial data for our nine-months ended June 30, 2016 and 2015. This table, as well as the discussion that follows, should be read with the accompanying condensed consolidated financial statements and related notes.
 
Nine Months Ended June 30,
 
Percentage
Change
 
2016
 
2015
 
 
 
 
 
 
 
 
(in thousands)
 
 
Revenues:
 
 
 
 
 
Pawn service charges
$
193,197

 
$
181,996

 
6
 %
 
 
 
 
 
 
Merchandise sales
311,941

 
310,628

 
 %
Merchandise sales gross profit
117,210

 
104,198

 
12
 %
Gross margin on merchandise sales
38
%
 
34
%
 
400bps

 
 
 
 
 
 
Jewelry scrapping sales
33,631

 
47,521

 
(29
)%
Jewelry scrapping gross profit
5,360

 
9,912

 
(46
)%
Gross margin on jewelry scrapping sales
16
%
 
21
%
 
(500)bps

 
 
 
 
 
 
Other revenues, net
5,602

 
7,367

 
(24
)%
Net revenues
321,369

 
303,473

 
6
 %
 
 
 
 
 
 
Operating expenses
294,504

 
281,483

 
5
 %
Other non-operating expenses
7,137

 
12,848

 
(44
)%
Income from continuing operations before income taxes
19,728

 
9,142

 
*

Income tax expense
11,224

 
4,217

 
*

Income from continuing operations, net of tax
8,504

 
4,925

 
73
 %
Loss from discontinued operations, net of tax
(100,916
)
 
(5,047
)
 
*

Net loss
(92,412
)
 
(122
)
 
*

Net loss attributable to noncontrolling interest
(5,124
)
 
(3,230
)
 
59
 %
Net (loss) income attributable to EZCORP
$
(87,288
)
 
$
3,108

 
*

* Represents an increase or decrease in excess of 100% or not meaningful.
Income from continuing operations, net of tax, increased $3.6 million from the prior-year nine-months to $8.5 million in the current nine-months. This change was primarily the result of continued improvements at our U.S. and Mexico Pawn segments.
The $24.2 million increase in core pawn net revenue was primarily due to:
An $11.2 million, or 6%, increase in pawn service charges primarily due to same store growth and new stores acquired in the U.S. Pawn segment in addition to an increase in average monthly ending pawn loans outstanding in comparison to the prior-year nine-months in both our U.S. Pawn and Mexico Pawn segments; and
A $13.0 million, or 12%, increase in merchandise sales gross profit attributable to improved margins in both our U.S. Pawn and Mexico Pawn segments in comparison to the prior-year nine-months as a result of better merchandise lending valuations and improvements in early lifecycle pricing.
The $4.6 million, or 46%, decrease in jewelry scrapping net revenue was due to a decrease in gold volume primarily as a result of our strategy to sell rather than scrap jewelry during our peak selling season. Jewelry scrapping gross profit continues to decline as a percentage of overall net revenue.
Other revenue decreased $1.8 million, or 24%, as a result of wind down of nominal activities as we refocus on our core pawn operations.

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The $13.0 million, or 5%, increase in operating expenses was primarily attributable to:
A $5.9 million increase in administrative expense due primarily to a $4.2 million increase in labor expenses and associated costs. The increase in labor expenses and associated costs was primarily attributable to a $3.8 million increase in stock compensation due to the timing of reversal of compensation costs in the prior-year nine-months as a result of forfeitures as well as new grants during the current nine-months, in addition to an overall net increase in short-term and long-term incentive programs and charges associated with the prior-year restatements, as well as other smaller items.
An $8.1 million increase in operations expense due to an $11.2 million increase in expense incurred at our U.S. Pawn segment due to staffing enhancements and a revision to incentive compensation plans in our field organization to better serve and satisfy our customers and costs associated with new stores acquired, in addition to other smaller items, partially offset by a $2.8 million decrease in operations expense at our Mexico Pawn segment as a result of staffing realignments and a revision to incentive compensation plans in our field organization to better serve and satisfy our customers, offset by foreign currency impacts, in addition to other smaller items.
A $1.1 million increase in restructuring costs due to wind down of costs that were expensed in the current nine-months relative to services being performed related to our fiscal 2015 restructuring plan which has wound down; partially offset by
A $2.0 million decrease in depreciation and amortization expense as a result of ongoing savings realized from a lower depreciable fixed asset base as a result of our strategic review completed in fiscal 2015.
The $5.7 million, or 44%, decrease in non-operating expenses was primarily attributable to a $5.3 million increase in equity in net income of unconsolidated affiliate due to improvement in performance of our equity method investment Cash Converters International.
Income tax expense increased $7.0 million to $11.2 million in the current nine-months, primarily due to income from continuing operations increasing $10.6 million to $19.7 million. The effective tax rate from continuing operations for the nine-months ended June 30, 2016 was 57% of pre-tax income compared to 46% of pre-tax loss for the nine-months ended June 30, 2015. The increase in effective tax rate was primarily the result of second quarter return to provision adjustments.
The increase in loss from discontinued operations, net of tax, was due to primarily to a $73.9 million goodwill impairment charge pertaining to our Grupo Finmart segment that occurred during the three-month period ended March 31, 2016, in addition to delays in collections causing additional bad debt at Grupo Finmart.

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U.S. Pawn
The following table presents selected summary financial data from continuing operations for the U.S. Pawn segment:
 
Nine Months Ended June 30,
 
Percentage
Change
 
2016
 
2015
 
 
 
 
 
 
 
 
(in thousands)
 
 
Net revenues:
 
 
 
 
 
Pawn service charges
$
169,630

 
$
158,961

 
7
 %
 
 
 
 
 
 
Merchandise sales
266,560

 
259,040

 
3
 %
Merchandise sales gross profit
102,272

 
88,850

 
15
 %
Gross margin on merchandise sales
38
%
 
34
%
 
400bps

 
 
 
 
 
 
Jewelry scrapping sales
32,117

 
44,012

 
(27
)%
Jewelry scrapping sales gross profit
5,084

 
9,568

 
(47
)%
Gross margin on jewelry scrapping sales
16
%
 
22
%
 
(600)bps

 
 
 
 
 
 
Other revenues
281

 
570

 
(51
)%
Net revenues
277,267

 
257,949

 
7
 %
 
 
 
 
 
 
Segment operating expenses:
 
 
 
 


Operations
187,518

 
176,329

 
6
 %
Depreciation and amortization
9,489

 
10,766

 
(12
)%
Segment operating contribution
80,260

 
70,854

 
13
 %
 
 
 
 
 
 
Other segment expenses
1,607

 
64

 
*

Segment contribution
$
78,653

 
$
70,790

 
11
 %
 
 
 
 
 
 
Other data:
 
 
 
 


Average monthly ending pawn loan balance per store (a)
$
264

 
$
248

 
6
 %
Average annual yield on pawn loans outstanding
164
%
 
165
%
 
(100)bps

Pawn loan redemption rate (b)
84
%
 
85
%
 
(100)bps

*
Represents an increase or decrease in excess of 100% or not meaningful.
(a)
Balance is calculated based upon the average of the monthly ending balance averages during the applicable period.
(b)
Our pawn loan redemption rate represents the percentage of loans made that are repaid, renewed or extended.
Net revenues increased 7%, or $19.3 million, with core pawn revenue increasing $18.2 million, or 4%, from the prior-year nine-months. The increase in core pawn revenue attributable to same stores and new stores added since the prior-year nine-months is summarized as follows:
 
Change in Core Pawn Revenue
 
Pawn Service Charges
 
Merchandise Sales
 
Total
 
 
 
 
 
 
 
(in millions)
Same stores
$
6.7

 
$
4.5

 
$
11.2

New stores
4.0

 
3.0

 
7.0

Total
$
10.7

 
$
7.5

 
$
18.2


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Pawn service charges increased 7%, due to an increase in average monthly ending pawn loans outstanding of 6% as a result of same store growth, in addition to contributions from new stores acquired.
Gross margin on merchandise sales increased to 38% from 34% in the prior-year nine-months as a result of liquidating aged inventory during fiscal 2015. We reduced total aged inventory (as a percentage of total inventory) to 9% from 11%. This reduction is primarily attributable to a reduction of aged jewelry inventory to 13% from 16% in the prior-year quarter. These positive operating developments drove an increase in merchandise sales gross profit of $13.4 million.
Gross margin on jewelry scrapping sales decreased to 16% from 22% in the prior-year nine-months as a result of a 27% decrease in gold volume, primarily as a result of our strategy to sell rather than scrap jewelry during our peak selling season. Jewelry scrapping sales gross profit decreased to 2% of net revenues from 4% in the prior-year nine-months.
Total segment expenses increased to $198.6 million (42% of revenues) in the current nine-months from $187.2 million (40% of revenues) in the prior-year nine-months primarily due to:
$11.2 million, or 6%, increase in operations expense primarily as a result of staffing enhancements and a revision to incentive compensation plans in our field organization to better serve and satisfy our customers in addition to costs associated with new stores acquired and other smaller items; and
A $1.0 million increase in restructuring costs due to wind down of costs that were expensed in the current nine-months relative to services being performed related to our fiscal 2015 restructuring plan; partially offset by
A $1.3 million, or 12%, decrease in depreciation and amortization expense as a result of ongoing savings realized from a lower depreciable fixed asset base as a result of our strategic review completed in fiscal 2015.

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Mexico Pawn
The following table presents selected summary financial data from continuing operations for the Mexico Pawn segment, including constant currency results, after translation to U.S. dollars from its functional currency of the Mexican peso. See “Results of Operations — Non-GAAP Financial Information” above.
 
Nine Months Ended June 30,
 
2016 (GAAP)
 
2015 (GAAP)
 
Percentage Change (GAAP)
 
2016 (Constant Currency)
 
Percentage Change (Constant Currency)
 
 
 
 
 
 
 
 
 
 
 
(in USD thousands)
 
 
 
(in USD thousands)
 
 
Net revenues:
 
 
 
 
 
 
 
 
 
Pawn service charges
$
23,567

 
$
23,035

 
2
 %
 
$
28,216

 
22
 %
 
 
 
 
 


 
 
 


Merchandise sales
45,376

 
49,910

 
(9
)%
 
54,328

 
9
 %
Merchandise sales gross profit
14,934

 
14,719

 
1
 %
 
17,880

 
21
 %
Gross margin on merchandise sales
33
%
 
29
%
 
400bps

 
33
%
 
400bps

 
 
 
 
 


 
 
 


Jewelry scrapping sales
1,493

 
3,210

 
(53
)%
 
1,788

 
(44
)%
Jewelry scrapping sales gross profit
271

 
262

 
3
 %
 
325

 
24
 %
Gross margin on jewelry scrapping sales
18
%
 
8
%
 
1,000bps

 
18
%
 
1,000bps

 
 
 
 
 


 
 
 


Other revenues
231

 
783

 
(70
)%
 
277

 
(65
)%
Net revenues
39,003

 
38,799

 
1
 %
 
46,698

 
20
 %
 
 
 
 
 


 
 
 


Segment operating expenses:
 
 
 
 


 
 
 


Operations
28,961

 
31,727

 
(9
)%
 
34,674

 
9
 %
Depreciation and amortization
2,285

 
3,442

 
(34
)%
 
2,736

 
(21
)%
Segment operating contribution
7,757

 
3,630

 
*

 
9,288

 
*

 
 
 
 
 


 
 
 


Other segment expenses (a)
1,547

 
1,291

 
20
 %
 
884

 
*

Segment contribution
$
6,210

 
$
2,339

 
*

 
$
8,404

 
*

 
 
 
 
 


 
 
 


Other data:
 
 
 
 


 
 
 


Average monthly ending pawn loan balance per store (b)
$
68

 
$
64

 
6
 %
 
$
81

 
27
 %
Average annual yield on pawn loans outstanding
194
%
 
196
%
 
(200)bps

 
194
%
 
(200)bps

Pawn loan redemption rate (c)
78
%
 
77
%
 
100bps

 
78
%
 
100bps

*
Represents an increase or decrease in excess of 100% or not meaningful.
(a)
The nine-months ended June 30, 2016 constant currency balance excludes $0.8 million net foreign currency transaction losses resulting from movement in exchange rates. The net foreign currency transaction losses for the nine-months ended June 30, 2015 were $1.1 million and are not excluded from the above results.
(b)
Balance is calculated based upon the average of the monthly ending balance averages during the applicable period.
(c)
Our pawn loan redemption rate represents the percentage of loans made that are repaid, renewed or extended.

Core pawn revenue decreased $4.0 million, or 5% (up $9.6 million, or 13% on a constant currency basis), from the prior-year nine-months. Merchandise sales decreased $4.5 million, or 9% (up $4.4 million, or 9% on a constant currency basis), from the prior-year quarter to $45.4 million ($54.3 million on a constant currency basis). The decrease (increase on a constant currency basis) in core pawn revenue attributable to same store and new stores added since the prior-year nine-months is summarized as follows:

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Change in Core Pawn Revenue (GAAP)
 
Pawn Service Charges
 
Merchandise Sales
 
Total
 
 
 
 
 
 
 
(in millions)
Same stores
$
0.4

 
$
(1.5
)
 
$
(1.1
)
New stores
0.1

 
(3.0
)
 
(2.9
)
Total
$
0.5

 
$
(4.5
)
 
$
(4.0
)
 
Change in Core Pawn Revenue (Constant Currency)
 
Pawn Service Charges
 
Merchandise Sales
 
Total
 
 
 
 
 
 
 
(in millions)
Same stores
$
5.0

 
$
7.3

 
$
12.3

New stores
0.2

 
(2.9
)
 
(2.7
)
Total
$
5.2

 
$
4.4

 
$
9.6

Pawn service charges increased 2% (22% on a constant currency basis) from the prior-year nine-months driven by an increase in average monthly ending pawn loans outstanding of 6% (27% on a constant currency basis) as a result of same store growth, partially offset by the annualized average yield decreasing to 194% from 196% in the prior-year nine-months.
Gross margin on merchandise sales increased to 33% from 29% in the prior-year nine-months as a result of better merchandise lending valuations and improvements in early lifecycle pricing. Additionally, we reduced total aged inventory to 3% from 8%, comprised of a reduction of aged general merchandise inventory to 4% from 10% and a reduction of aged jewelry inventory to a nominal amount from 2% in the prior-year quarter. These positive operating developments drove an increase in merchandise sales gross profit of $0.2 million ($3.2 million on a constant currency basis).
Segment operating expenses decreased to $32.8 million or 46% of revenues ($38.3 million on a constant currency basis or 45% of revenues) in the current nine-months from $36.5 million (47% of revenues) in the prior-year nine-months primarily due to a $2.8 million decrease ($2.9 million increase on a constant currency basis) in operations expense as a result of staffing realignments and a revision to incentive compensation plans in our field organization to better serve and satisfy our customers in addition to other smaller items. This increase in expense on a constant currency basis was impacted by foreign currency effects.

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Grupo Finmart
The following table presents selected summary financial data from discontinued operations for Grupo Finmart, including constant currency results, after translation to U.S. dollars from its functional currency of the Mexican peso. See “Results of Operations — Non-GAAP Financial Information” above.
 
Nine Months Ended June 30,
 
2016 (GAAP)
 
2015 (GAAP)
 
Percentage Change (GAAP)
 
2016 (Constant Currency)
 
Percentage Change (Constant Currency)
 
 
 
 
 
 
 
 
 
 
 
(in USD thousands)
 
 
 
(in USD thousands)
 
 
Revenues
$
36,345

 
$
49,826

 
(27
)%
 
$
43,515

 
(13
)%
Consumer loan bad debt
26,444

 
14,685

 
80
 %
 
31,661

 
*

Net revenues
9,901

 
35,141

 
(72
)%
 
11,854

 
(66
)%
 
 
 
 
 


 
 
 


Expenses:
 
 
 
 


 
 
 


Operations
27,120

 
23,602

 
15
 %
 
32,470

 
38
 %
Impairment of goodwill (d)
73,921

 

 
*

 
73,921

 
*

Interest expense, net
13,255

 
19,370

 
(32
)%
 
15,870

 
(18
)%
Depreciation, amortization and other (a)
6,216

 
4,126

 
51
 %
 
1,188

 
*

Loss from discontinued operation before income taxes
$
(110,611
)
 
$
(11,957
)
 
*

 
$
(111,595
)
 
*

 
 
 
 
 


 
 
 


Other data:
 
 
 
 


 
 
 


Consumer loan originations (b)
28,444

 
64,889

 
(56
)%
 
34,055

 
(48
)%
Consumer loan bad debt as a percentage of gross average consumer loan balance (c)
30
%
 
12
%
 
1,800bps

 
30
%
 
1,800bps

*
Represents an increase or decrease in excess of 100% or not meaningful.
(a)
The nine-months ended June 30, 2016 constant currency balance excludes a $5.2 million of net foreign currency transaction losses resulting from movement in exchange rates. The net foreign currency transaction losses for the nine-months ended June 30, 2015 were $2.4 million and are not excluded from the above results.
(b)
Constant currency result is calculated as the average monthly consumer loan origination balance translated at the average closing daily exchange rate for the applicable period.
(c)
Represents consumer loan bad debt expense during the applicable period as a percentage of the average monthly consumer loan balance during the applicable period. Constant currency consumer loan balance is calculated using the end of period rate for each month.
(d)
Amount not adjusted on a constant currency basis as charge occurred at a single point in time.

During January 2012 we acquired a 60% controlling interest in Grupo Finmart and began consolidating its results of operations. As of June 30, 2016 and 2015 we owned a 94% and 76% controlling interest, respectively, in Grupo Finmart. The results presented above and discussed below include the noncontrolling interest portion of Grupo Finmart’s segment loss. Amounts discussed below are on a GAAP basis and include the impact of foreign currency effects as presented above.
Total revenues decreased $13.5 million, or 27%, from the prior-year nine-months to $36.3 million. Consumer loan bad debt increased $11.8 million from the prior-year nine-months to $26.4 million. The overall decrease in net revenue was as a result of delays in collections. We continue to monitor collections and may revise our reserve rate on performing loans in future reporting periods as a result of additional information that becomes known. Grupo Finmart’s non-performing loans represented 47% of its overall portfolio as of June 30, 2016, up from 29% of the overall portfolio as of September 30, 2015.
Consumer loan originations decreased 56% from the prior-year nine-months to $28.4 million with focus on performing convenios and targeted shorter duration loans.
The Company analyzes cost recovery of our non-performing loan balance of $66.0 million as of June 30, 2016 in two buckets:
a.
78% of the non-performing loan balance was related to "in-payroll" loans that were reserved under our accounting policies due to delays in the timing of cash receipts.

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b.
22% of the non-performing loan balance was attributable to “out-of-payroll” loans, for which no significant future collections from employees are expected.
During the nine-months ended June 30, 2016, we collected $12.5 million on previously reserved loans, inclusive of principal and interest.
Total segment expenses increased to $120.5 million in the current nine-months from $47.1 million in the prior-year nine-months, due to:
The $73.9 million goodwill impairment charge in the three-months ended March 31, 2016; and
A $3.5 million, or 15%, increase in operations expense primarily attributable to a $1.0 million amortization of deferred commissions, a $0.4 million increase in labor and related expenses associated with strengthening of the executive team and talent acquisition and a $3.9 million increase in professional fees and other related items, offset by a $0.5 million increase in contingent consideration fair value gain in addition to other smaller items comprising a significant overall expense reduction as a result of management initiatives to reduce operating costs; and
A $2.1 million, or 51%, increase in depreciation, amortization and other expense primarily due to a $2.8 million increase as a result of foreign currency impacts, offset by a $0.5 million decrease in depreciation and amortization as we discontinued depreciation and amortization on our long-lived assets as a result of the classification as held for sale during the current quarter; partially offset by
A $6.1 million, or 32%, decrease in interest expense due to a decrease in weighted-average debt outstanding during the current nine-months as compared to the prior-year nine-months.
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 reporting units' functional currency of primarily Canadian and Australian dollars:
 
Nine Months Ended June 30,
 
Percentage Change
 
2016
 
2015
 
 
 
 
 
 
 
 
(in thousands)
 
 
Net revenues:
 
 
 
 


Merchandise sales gross profit
$
4

 
$
629

 
(99
)%
Jewelry scrapping sales gross profit
5

 
82

 
(94
)%
Other revenues, net
5,090

 
6,014

 
(15
)%
Net revenues
5,099

 
6,725

 
(24
)%
 
 
 
 
 
 
Segment operating expenses (income):
 
 
 
 
 
Operating expenses
5,130

 
5,792

 
(11
)%
Equity in net income of unconsolidated affiliate
(5,626
)
 
(338
)
 
*

Segment operating contribution
5,595

 
1,271

 
*

 
 
 
 
 
 
Other segment expenses (income)
205

 
(1
)
 
*

Segment contribution
$
5,390

 
$
1,272

 
*

*
Represents an increase or decrease in excess of 100% or not meaningful.
Segment contribution from the Other International segment increased $4.1 million from the prior-year nine-months to $5.4 million in the current nine-months, primarily due to a $5.3 million increase in equity in net income of unconsolidated affiliate due to improvement in performance of our equity method investment Cash Converters International; partially offset by a $1.6 million decrease in segment net revenues due partially to wind down of certain Canadian operations. Operating expense decreased $0.7 million due to wind down of certain Canadian operations, offset by an investment in an IT marketing platform to provide targeted solutions for our pawn customers.
On February 29, 2016, Cash Converters International announced the results of its strategic review initiated in September 2015 which included growth of its business in Australia and New Zealand, restructuring of its United Kingdom operations and

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Table of Contents

repositioning of its Carboodle operations. In additional to other measures, Cash Converters International has disclosed maximum pre-tax costs (a mixture of cash, provisions and write-downs) of $8.5 million (impact to EZCORP at exchange rates in effect as of March 31, 2016) related to the strategic review to occur in future periods. We anticipate the recognition of the majority of these costs in our fourth quarter of fiscal 2016; however, we are unable to quantify the ultimate impact or timing of these charges.
Other Items
The following table reconciles our consolidated segment contribution discussed above to net (loss) income attributable to EZCORP, Inc., including items that affect our consolidated financial results but are not allocated among segments:
 
Nine Months Ended June 30,
 
Percentage Change
 
2016
 
2015
 
 
 
 
 
 
 
 
(in thousands)
 
 
Segment contribution
$
90,253

 
$
74,401

 
21
 %
Corporate expenses (income):
 
 
 
 
 
Administrative
50,085

 
44,212

 
13
 %
Depreciation and amortization
8,485

 
7,727

 
10
 %
Loss on sale or disposal of assets
23

 
385

 
(94
)%
Restructuring
183

 
763

 
(76
)%
Interest expense
11,786

 
12,431

 
(5
)%
Interest income
(41
)
 
(128
)
 
(68
)%
Other expense (income)
4

 
(131
)
 
*

Income from continuing operations before income taxes
19,728

 
9,142

 
*

Income tax expense
11,224

 
4,217

 
*

Income from continuing operations, net of tax
8,504

 
4,925

 
73
 %
Loss from discontinued operations, net of tax
(100,916
)
 
(5,047
)
 
*

Net loss
(92,412
)
 
(122
)
 
*

Net loss attributable to noncontrolling interest
(5,124
)
 
(3,230
)
 
59
 %
Net (loss) income attributable to EZCORP, Inc.
$
(87,288
)
 
$
3,108

 
*

*
Represents an increase or decrease in excess of 100% or not meaningful.
Administrative expense increased $5.9 million, or 13%, due to primarily to a $4.2 million increase in labor expenses and associated costs, in addition to other smaller items, from the prior-year nine-months. The increase in labor expenses and associated costs was primarily attributable to a $3.8 million increase in stock compensation due to the timing of reversal of compensation costs in the prior-year nine-months as a result of forfeitures as well as new grants during the current nine-months, in addition to an overall net increase in short-term and long-term incentive programs, as well as other smaller items.
Depreciation and amortization expense increased $0.8 million, or 10%, primarily due to the change in estimated useful lives of certain IT assets during fiscal 2015.
Interest expense decreased $0.6 million, or 5%, primarily due to a $1.2 million ($0.8 million, net of taxes) one-time charge associated with an interest payment made to the Internal Revenue Service pertaining to the audit of our fiscal 2010 return included in the prior-year nine-months, offset by other smaller items.
Restructuring expense decreased $0.6 million, or 76%, primarily due to restructuring actions initiated in prior fiscal years which have wound down.
Loss on sale or disposal of assets decreased $0.4 million, or 94%, due to fewer disposals in the current nine-months.
Income tax expense increased $7.0 million to $11.2 million in the current nine-months, primarily due to income from continuing operations increasing $10.6 million to $19.7 million. The effective tax rate from continuing operations for the nine-months ended June 30, 2016 was 57% of pre-tax income compared to 46% of pre-tax income for the nine-months ended June 30, 2015. The increase in effective tax rate was primarily the result of second quarter return to provision adjustments.

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The increase in loss from discontinued operations, net of tax, was due to primarily to a $73.9 million goodwill impairment charge pertaining to our Grupo Finmart segment that occurred during the three-month period ended March 31, 2016, in addition to delays in collections causing additional bad debt at Grupo Finmart.
Liquidity and Capital Resources
Cash Flows
The table and discussion below presents a summary of the selected sources and uses of our cash:
 
Nine Months Ended June 30,
 
Percentage
Change
 
2016
 
2015
 
 
 
 
 
 
 
 
(in thousands)
 
 
Cash flows from operating activities — continuing operations
$
47,011

 
$
71,835

 
(35
)%
Cash flows from operating activities — discontinued operations**
10,926

 
(21,523
)
 
*

Cash flows from investing activities — continuing operations
(16,127
)
 
(12,249
)
 
32
 %
Cash flows from investing activities — discontinued operations**
4,590

 
(1,894
)
 
*

Cash flows from financing activities — continuing operations
(26,673
)
 
(9,129
)
 
*

Cash flows from financing activities — discontinued operations**
(41,237
)
 
37,713

 
*

Effect of exchange rate changes on cash and cash equivalents
(6,506
)
 
(5,691
)
 
14
 %
Net (decrease) increase in cash and cash equivalents
$
(28,016
)
 
$
59,062

 
*

*
Represents an increase or decrease in excess of 100% or not meaningful.
**
See Note 1 of Notes to Interim Condensed Consolidated Financial Statements included in "Part I, Item 1 — Financial Statements" for discussion of operations discontinued subsequent to the adoption of ASU 2014-08.
Cash Flows from Operating Activities
Cash flows from continuing operations exclusive of non-cash items for the nine-month period ended June 30, 2016 were $35.2 million. We further had net receipts of $18.0 million pertaining to working capital items, primarily driven by $34.2 million received in March 2016 as a result of the carryback of fiscal 2015 tax net operating losses, $2.2 million of dividends received in May 2016 from our unconsolidated affiliate Cash Converters International, offset by $8.4 million in restructuring payments and other items. The net result of these cash flows was $47.0 million of cash provided by operating activities for the nine-months ended June 30, 2016.
Change in Cash and Cash Equivalents for the Current Nine-Months Compared to the Prior-Year Nine-Months
There was an overall decrease in cash flows from operating and investing activities during the current nine-months as compared to the prior-year nine-months as the results of businesses discontinued during fiscal 2015 and before continue to anniversary through the fourth quarter of fiscal 2016.
The decrease in cash flows from operating activities from continuing operations year over year was due to a $29.2 million decrease in net income exclusive of non-cash items, a $4.7 million increase in restructuring payments and a $2.6 million decrease in dividends from unconsolidated affiliates, offset by a $11.7 million increase from changes in operating assets and liabilities including $34.2 million received in March 2016 as a result of the carryback of fiscal 2015 tax net operating losses. The increase in Grupo Finmart operating cash flows from discontinued operations year over year was due to substantial net draw down of certain operating assets and liabilities in the current year as compared to the prior year in addition to operating improvements implemented in the current year.
The decrease in cash flows from investing activities from continuing operations year over year was primarily due to a $29.6 million net decrease in proceeds related to loan activities (net loans repaid and recovery of pawn loan principal through sale of forfeited collateral), inclusive of the closure of USFS activities in fiscal 2015 and a $1.9 million increase in cash paid for acquisitions, offset by a $12.1 million decrease in investments in unconsolidated affiliate and a $15.5 million decrease in additions to property and equipment. We completed one acquisition during the current nine-months of six pawn stores in Houston, Texas doing business under the "Pawn One" brand on February 1, 2016. The increase in Grupo Finmart investing cash flows from discontinued operations year over year was due to improved experience in collections on outstanding loans including loans previously reserved.
The decrease in cash flows from financing activities from continuing operations year over year was primarily due to an $11.8 million repurchase of redeemable common stock issued for the acquisition of Cash Pawn in fiscal 2015 as discussed below and

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an $8.9 million increase in payout of deferred consideration pertaining to prior acquisitions, offset by a $2.8 million decrease in purchase of subsidiary shares from noncontrolling interest and a $0.3 million increase in net capital lease repayments. The decrease in Grupo Finmart financing cash flows from discontinued operations year over year was due to substantial net pay down of outstanding notes payable during the current year in addition to a large draw down in restricted cash in the prior year. The Grupo Finmart financing cash flows presented above are exclusive of intercompany borrowings.
Total debt and capital lease obligations outstanding, inclusive of liabilities held for sale and net of the impact of amortization of deferred costs, decreased by $43.0 million, or 12%, to $328.5 million from September 30, 2015.
The net effect of these and other smaller items was a $28.0 million decrease in cash on hand inclusive of assets held for sale, providing a $31.1 million ending cash balance, $5.4 million of which was held by foreign subsidiaries and was not available to fund domestic operations as we intend to permanently reinvest earnings from foreign operations.
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, 2015, we reported that we had $742.1 million in total contractual obligations as of September 30, 2015. There have been no material changes to this total obligation during the current nine-month period ended June 30, 2016, other than ordinary fulfillment of obligations in addition to the accrual and subsequent issuance of payment of $7.5 million associated with the settlement of outstanding issues with the U.S. Consumer Financial Protection Bureau.
We are responsible for the maintenance, property taxes and insurance at most of our locations. In the fiscal year ended September 30, 2015, these collectively amounted to $25.1 million.
Sources and Uses of Cash
Sale of Grupo Finmart
Effective July 1, 2016 we entered into a definitive agreement (the “Purchase Agreement”) with Alpha Holding, S.A. de C.V. (“AlphaCredit”), pursuant to which AlphaCredit will acquire Grupo Finmart ("Acquired Interests"). The aggregate base purchase price for the Acquired Interests is $50.0 million, subject to adjustments. Certain minority holders will have the option to retain their equity interest in Grupo Finmart by entering into a shareholder agreement negotiated with the buyers, in which case the portion of the purchase price attributable to such equity interests would be retained by the buyers.
Subject to certain escrow amounts, the adjusted purchase price is payable in cash at closing, unless AlphaCredit does not have financing in place at the time the closing conditions have been satisfied, in which case $25.0 million of the purchase price payable to EZCORP will be deferred. If the deferred payment is utilized, the deferred purchase price payable to EZCORP will be increased from $25.0 million to $33.1 million and will be payable in full on the first anniversary of the closing, with certain quarterly payments due. AlphaCredit may prepay the deferred payment amount in whole or in part at any time, with discounts being applied to the aggregate amount due for any such prepayment.
At the closing of the transaction, the intercompany indebtedness owed by Grupo Finmart to certain wholly owned subsidiaries of EZCORP will be restructured into two notes issued by Grupo Finmart and guaranteed by AlphaCredit. Each note will provide for quarterly interest payments and annual principal installments over three years. The note governing the existing Mexican Peso denominated intercompany debt of $8.5 million as of June 30, 2016 will be payable in Mexican Pesos at a 7.5% per annum interest rate, and the note governing the existing U.S. Dollar denominated intercompany debt of $40.2 million as of June 30, 2016 will be payable in U.S. Dollars at a 4% per annum interest rate. The principal balance of these notes will generally be repaid on a schedule approximating 30% during year one, 40% during year two and 30% during year three. Any funding provided by EZCORP or its affiliates to Grupo Finmart between signing and closing will be added to the principal amount of the U.S. Dollar denominated note.
The Purchase Agreement contains provisions granting AlphaCredit and EZCORP the right to terminate the Purchase Agreement for certain reasons, including, among others, if the closing does not occur on or before September 30, 2016. If all conditions have been satisfied by such time other than approval of the transaction by the Mexican Comisión Federal de Competencia (Federal Competition Commission), then such date will be automatically extended to October 31, 2016.
Management may elect to enter into various derivatives in order to hedge certain exposure to the Mexican Peso in conjunction with the sale of Grupo Finmart.

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Other
We received $34.2 million in March 2016 as a result of the carryback of fiscal 2015 tax net operating losses.
On February 1, 2016, we acquired six pawn stores in the Houston, Texas area doing business under the "Pawn One" brand. The aggregate purchase price was $6.2 million in cash, inclusive of all ancillary arrangements. There was no additional deferred or contingent consideration.
In February 2015, we completed the acquisition of 12 pawn stores in Central Texas doing business under the "Cash Pawn" brand. The aggregate purchase price for the acquisition was $16.5 million, comprised of $5.0 million cash and 1,168,456 shares of our Class A Non-voting Common Stock (the "Shares"), valued at $10.06 per share (the average closing sales price of the stock on The Nasdaq Stock Market for the five trading days immediately preceding the closing). Under the terms of the transaction, on the first anniversary of the closing date, the Sellers had the right to require us to repurchase the Shares for an aggregate price of $11.8 million (the "Put Option"). On the first anniversary of the closing date, the Sellers exercised their right to require us to repurchase the Shares for an aggregate price of $11.8 million (the "Put Option").
Through June 30, 2016, we have issued payments for the full $10.5 million associated with the settlement of outstanding issues with the U.S. Consumer Financial Protection Bureau.
In June and July 2014, we issued $230.0 million aggregate principal amount of Cash Convertible Notes. All of the Cash Convertible Notes were issued pursuant to an indenture dated June 23, 2014 (the "Indenture") by and between us and Wells Fargo Bank, National Association as the trustee. The Cash Convertible Notes were issued in a private offering and resold pursuant to Rule 144A under the Securities Act of 1933. The Cash 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, commencing on December 15, 2014, and will mature on June 15, 2019 (the "Maturity Date"). Upon conversion or maturity, the Cash Convertible Notes will be settled only in cash (including, in the case of conversion, an amount of cash representing the net value attributable to certain increases in the price of our Class A Non-voting Common Stock).
Prior to December 15, 2018, the Cash Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time prior to the close of business on the second scheduled trading day immediately preceding the Maturity Date, as described in the indenture. The Cash Convertible Notes are convertible into cash based on an initial conversion rate of 62.2471 shares of Class A Non-voting Common Stock per $1,000 principal amount of Cash Convertible Notes (equivalent to an initial conversion price of approximately $16.065 per share of our Class A Non-voting Common Stock). The conversion rate will not be adjusted for any accrued and unpaid interest.
We entered into hedges with counterparties to limit our exposure to the additional cash payments above the $230.0 million aggregate principal amount of the Cash Convertible Notes that may be due to the holders upon conversion. In separate transactions, we sold warrants with a strike price of $20.83 per share.
The Cash Convertible Notes are unsubordinated unsecured obligations and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the Cash Convertible Notes; equal in right of payment with all of our other unsecured unsubordinated indebtedness; and effectively junior to all debt or other obligations (including trade payables) of our wholly-owned subsidiaries.
As of June 30, 2016, the Cash Convertible Notes were not convertible because the conversion conditions have not been met. Accordingly, the net balance of the Cash Convertible Notes of $195.2 million was classified as a non-current liability on our condensed consolidated balance sheets as of June 30, 2016.
For an additional description of the Cash Convertible Notes, the conversion terms thereof and the hedges and warrants transactions, see Note 7 of Notes to Interim Condensed Consolidated Financial Statements included in "Part I, Item 1 — Financial Statements." See also "Part II, Item 1A — Risk Factors."
During the nine-months ended June 30, 2016, Grupo Finmart issued $6.1 million of 13.5% unsecured notes due September 2016 (repayment term extended through 2017 during the three-months ended March 31, 2016), $6.1 million of 18% unsecured notes due September 2016 and $1.0 million of 15% unsecured notes due January 2017 (net of repayments during the quarter). Amounts of debt issued are stated at exchange rates in effect at time of issuance.
During the nine-months ended June 30, 2016, Grupo Finmart repaid the following amounts of debt that were outstanding as of September 30, 2015: the remaining $0.9 million 8.2% secured foreign currency debt due 2016; $12.3 million 8.5% unsecured notes due 2015; $1.5 million 10% unsecured notes due 2015; $3.9 million 11% unsecured notes due 2015; $2.9 million 12% secured notes due 2016; and $1.2 million 13% unsecured notes due 2016. Such amounts include the impact of foreign exchange

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effects and amortization of deferred costs. In addition, portions of other debt amounts still outstanding as of June 30, 2016 were repaid.
During the nine-months ended June 30, 2016, the VIEs repaid a net $32.4 million of debt that was outstanding as of September 30, 2015, including the impact of foreign exchange effects and amortization of deferred costs.
In addition to the initial net payment of $6.9 million during the six-months ended March 31, 2016, including the impact of foreign exchange effects and amortization of deferred costs, the consumer loans facility due 2019 began amortizing at a monthly rate of $1.0 million beginning March 2016, which includes principal and interest at TIIE plus an applicable margin, through maturity of the facility in 2019. With the application of the existing collateral held within the facility and collections, additional funding is not expected to be required to support the amortization profile.
We currently anticipate that cash flow from operations and our cash on hand will be adequate to fund our contractual obligations, planned capital expenditures and working capital requirements during the remainder of the fiscal year. However, the amount of capital Grupo Finmart will require to continue to originate consumer loans and satisfy its obligations will increase over the next several quarters as Grupo Finmart's existing debt obligations begin to amortize. We believe we have sufficient liquidity to support Grupo Finmart through the date of ultimate disposition. If we are unable to dispose of Grupo Finmart by the end of fiscal 2016, we will need to secure additional financing, restructure existing financing or take other measures to generate liquidity in order to support the Grupo Finmart business. See "Part II, Item 1A — Risk Factors — Our financial condition and liquidity could be materially and adversely affected by Grupo Finmart's liquidity needs."
We have obtained a commitment for a $100 million secured credit facility, and expect to close and fund the first $50 million around the end of August 2016.
Off-Balance Sheet Arrangements
As a result of exiting USFS, our off-balance sheet arrangements discussed 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, 2015 have been substantially eliminated as of December 31, 2015.

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Critical Accounting Policies
In "Part II, Item 8 — Financial Statements and Supplementary Data" of our Annual Report on Form 10-K for the year ended September 30, 2015, we disclosed certain critical accounting policies, including Grupo Finmart revenue recognition and bad debt and allowance for losses, inventory and cost of goods sold, and goodwill and other intangible assets. The following provides supplementary discussion of those accounting policies during the current nine-months.
Grupo Finmart Revenue Recognition for Long-Term Unsecured Consumer Loan Revenue and Bad Debt Allowance for Losses
During the three-months ended December 31, 2015 we became aware of processing and timing delays from certain agencies in remitting cash to Grupo Finmart. We do not believe this will have a significant impact upon ultimate cash collection. We continue to evaluate the collectability of all Grupo Finmart convenios to ensure timely future receipt of cash. Any future cash collections for loans that are currently non-performing will be accounted for under the cost recovery method.
Our allowance recorded on Grupo Finmart performing loans as of June 30, 2016 was 5.0%. We continue to monitor collections and may revise our reserve rate on performing loans in future reporting periods as a result of additional information that becomes known.
Inventory and Cost of Goods Sold
With respect to the Company’s foreign pawn operations, collateral underlying forfeited pawn loans is not owned by the Company; however, the Company assumes the risk of loss on such collateral and is solely responsible for its care and disposition. The amount of inventory from our foreign operations classified as “Inventory, net” was $16.9 million as of June 30, 2016. We have provided this additional discussion in order to clarify the accounting treatment of our foreign inventory.
Goodwill and Other Intangible Assets
During the three-months ended March 31, 2016, we continued to experience a decline in share price which reduced our overall market capitalization, which has subsequently recovered. As a result of the events during the three-months ended March 31, 2016, we calculated enterprise fair value as part an interim goodwill impairment assessment as further described in Note 6 of Notes to Interim Condensed Consolidated Financial Statements included in "Part I, Item 1 — Financial Statements." The fair values of each reporting unit were determined based upon a discounted cash flow approach. There were no material changes in the fair values of our U.S. Pawn and Mexico Pawn reporting units as compared to their carrying values as of February 29, 2016 with respect to our annual impairment test performed in the fourth quarter of our fiscal 2015. There is no goodwill attributable to our Other International reporting unit.
The Step 1 analysis of our Grupo Finmart reporting unit yielded a valuation of $46.5 million. Under Step 2 of FASB ASC 350-20-35, we compared the fair value of the reporting unit to the fair value of the reporting unit's net assets and determined that $73.9 million, all of the goodwill attributable to the Grupo Finmart reporting unit, should be impaired. This impairment was included in "Loss from discontinued operations, net of tax" in the condensed consolidated statements of operations during the three-months ended March 31, 2016. No other assets held by Grupo Finmart were determined to be impaired as of March 31, 2016. Our Grupo Finmart reporting unit was classified as a discontinued operation held for sale during the three-months ended June 30, 2016 as discussed in Note 2 of Notes to Interim Condensed Consolidated Financial Statements included in "Part I, Item 1 — Financial Statements." We will further perform our required annual impairment test in the fourth quarter of our fiscal 2016.
In conjunction with the interim test for goodwill impairment, we performed a market capitalization reconciliation as of February 29, 2016. Given the substantial decline in share price during the current quarter, we considered both the market capitalization calculated using the ending share price as of February 29, 2016 multiplied by the number of shares outstanding as of February 29, 2016, in addition to the market capitalization calculated using the 90-day average share price for the current quarter multiplied by the average number of shares outstanding during the current quarter. In reviewing these reconciliations of enterprise fair value to market capitalization, we noted that the implied control premium remained within what we consider to be a reasonable range. We continue to evaluate future declines in stock price in addition to other factors including those in FASB ASC 350-20-35-3C to determine whether goodwill shall be tested for impairment based on changes in events or circumstances that would more likely than not reduce the fair value of our reporting units below their carrying amounts.
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."

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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, 2015, 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, 2015. There have been no material changes to our exposure to market risks since September 30, 2015.
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 Exchange Act) 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.
In connection with the preparation of this Quarterly Report, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2016. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2016 due to the existence of the 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 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 U.S. GAAP.
Management's Report on Internal Control Over Financial Reporting
Management, under the supervision of the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of our internal control over financial reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable

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detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization of management and the Board of Directors, and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.
In connection with the preparation of our Annual Report on Form 10-K for the year ended September 30, 2015, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of September 30, 2015, and concluded that we did not maintain effective internal control over financial reporting as of September 30, 2015 due to the identification of a material weakness.
Management identified a number of deficiencies in the design and operating effectiveness of the Company’s internal controls as of September 30, 2015 that represent material weaknesses in our internal control over financial reporting. These deficiencies are the result of management’s failure to design, implement and maintain adequate operational and internal controls and processes to (1) identify complex transactions requiring specialized accounting expertise and other financial reporting requirements, (2) monitor and report the performance of the Grupo Finmart loan portfolio, and (3) identify various accounting errors (including errors in accounting for income taxes, stock-based compensation, restructuring and other less material items).
Remediation Plan
Management is in the process of executing a remediation plan intended to address the material weaknesses described above. These remediation efforts are focused on:
Identifying and hiring additional internal resources in both Corporate Accounting and Grupo Finmart;
Improving the organizational structure to provide more direct financial reporting oversight for Grupo Finmart;
Establishing and maintaining appropriate operational and risk assessment processes, as well as transactional controls, at both the Grupo Finmart and EZCORP level in order to (1) ensure engagement and utilization of appropriately qualified U.S. GAAP experts where required and (2) provide appropriate access and visibility to loan performance information; and
Enhancing the overall control environment within both EZCORP and Grupo Finmart.
Through the date of this Report, management has engaged additional resources and improved the organizational structure to support the remediation efforts outlined above. Furthermore, we have enhanced our internal policies, processes and transactional controls to address the material weakness related to our management review controls, in addition to enhancing our overall control environment. As a result of these efforts, subject to the completion of successful control testing, management believes that we have completed the remediation of the material weaknesses related to (1) identifying complex transactions requiring specialized accounting expertise and other financial reporting requirements and (2) monitoring and reporting the performance of the Grupo Finmart loan portfolio.
In the course of remediating the deficiency related to accounting for income taxes, we identified an overstatement of our recorded net tax assets. The underlying errors, which originated in periods prior to fiscal 2013, are not material to our results of operations, financial position or cash flows in previously reported periods, and we corrected them through a retrospective revision to the financial statements presented in this Report. See "Revisions to Prior Period Financial Statements" in Note 1 of Notes to Interim Condensed Consolidated Financial Statements included in "Part I, Item 1 — Financial Statements." The reconciliation process that identified the errors has now been incorporated into our control processes.
Management reports regularly to the Audit Committee regarding the status of the remediation activities. We expect that remediation, including testing of related controls, will be completed by the end of fiscal 2016.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2016 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting, other than the remediation actions discussed above.

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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 11 of Notes to Interim Condensed Consolidated Financial Statements included in "Part I, Item 1 — Financial Statements."
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, 2015, as supplemented by the information set forth below. These factors are further supplemented by those discussed in “Part I, Item 3 — Quantitative and Qualitative Disclosures about Market Risk” and "Part II, Item 1 — Legal Proceedings" of this Quarterly Report.
Our financial condition and liquidity could be materially and adversely affected by Grupo Finmart's liquidity needs — As discussed in "Part I, Item 2 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources," we have entered into a definitive agreement to sell Grupo Finmart, and we currently expect that sale to be completed by the end of fiscal 2016. Our financial condition and liquidity continue to be subject to Grupo Finmart's liquidity needs for the following reasons:
Under the terms of the purchase agreement, we are required to provide Grupo Finmart with certain minimum funding to support its operations pending completion of the sale. In addition, in certain scenarios in which existing Grupo Finmart lenders do not consent to the change of control of Grupo Finmart, we could be required to pay off those lenders in order to close the sale. Although in either case we would be entitled to be repaid by Grupo Finmart over certain periods after the closing of the sale, our short-term liquidity could be adversely affected if the closing of the sale were delayed or we were required to pay off existing Grupo Finmart lenders.
If the sale is not completed as currently expected and we maintain our ownership of Grupo Finmart in its current form, we will be required to continue to provide financial support to Grupo Finmart.
Under either of the circumstances described above, we will need to secure additional financing, restructure existing financing or take other measures to generate liquidity in order for Grupo Finmart to be able to satisfy its outstanding obligations. To mitigate these risks, we have obtained a commitment for a $100 million secured credit facility, and expect to close and fund the first $50 million around the end of August 2016.
Under the Indenture governing our Cash Convertible Notes, events of default with respect to the Cash Convertible Notes include a default by us or any of our subsidiaries (including Grupo Finmart as long as it is a subsidiary) on more than $25 million of indebtedness for money borrowed if that default (a) results in such indebtedness becoming or being declared due and

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payable or (b) constitutes a failure to pay principal when due and payable and, in either such case, the acceleration is not rescinded, the failure to pay is not cured or the indebtedness is not repaid or discharged within 30 days. Consequently, as long as Grupo Finmart is a subsidiary, any default by Grupo Finmart on its outstanding obligations could result in our Cash Convertible Notes becoming due and payable. We do not currently have sufficient cash resources to repay our Cash Convertible Notes in full, and there can be no assurance that we would be able to generate the needed liquidity. Accordingly, if Grupo Finmart were to default on its outstanding obligations while it was our subsidiary, our consolidated financial position and liquidity could be materially and adversely affected.
As discussed in Notes 15 and 16 of Notes to Interim Condensed Financial Statements included in "Part I, Item 1 — Financial Statements," Grupo Finmart has entered into certain foreign currency forward contracts in connection with the formation of the VIEs and the related transfers of certain loans. EZCORP has guaranteed the future cash outflows of the forward contracts, and those future cash outflows currently total $27.2 million. These cash outflow obligations are supported by the income and principal payments generated on the consumer loans in the VIEs.
ITEM 6. EXHIBITS
The following exhibits are filed with, or incorporated by reference into, this report.
Exhibit No.
  
Description of Exhibit
2.1
 
Purchase Agreement dated July 1, 2016 among Grupo Finmart, Change Capital International Holdings, B.V., the holders of the minority equity interests in Grupo Finmart, AlphaCredit, Clarum Capital, L.P. and EZCORP, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated July 6, 2016, Commission File No. 0-19424)
10.1*
 
Separation Agreement, dated April 4, 2016, between EZCORP, Inc. and Jodie Maccarrone, former Chief Strategy Officer and Executive Vice Chair, Grupo Finmart (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated April 4, 2016, Commission File No. 0-19424)
31.1†
  
Certification of Stuart I. Grimshaw, Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2†
 
Certification of Mark S. Ashby, Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1††
  
Certifications of Stuart I. Grimshaw, Chief Executive Officer, and Mark S. Ashby, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS†††
  
XBRL Instance Document
101.SCH†††
  
XBRL Taxonomy Extension Schema Document
101.CAL†††
  
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB†††
  
XBRL Taxonomy Label Linkbase Document
101.DEF†††
  
XBRL Taxonomy Extension Definition Linkbase Document
101.PRE†††
  
XBRL Taxonomy Extension Presentation Linkbase Document
*
Identifies Exhibit that consists of or includes a management contract or compensatory plan or arrangement.
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 June 30, 2016, June 30, 2015 and September 30, 2015; (ii) Condensed Consolidated Statements of Operations for the three and nine-months ended June 30, 2016 and June 30, 2015; (iii) Condensed Consolidated Statements of Comprehensive Loss for the three and nine-months ended June 30, 2016 and June 30, 2015 (iv) Condensed Consolidated Statements of Cash Flows for the nine-months ended June 30, 2016 and June 30, 2015; and (v) 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:
August 9, 2016

/s/ David McGuire



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

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EXHIBIT INDEX
Exhibit No.
  
Description of Exhibit
2.1
 
Purchase Agreement dated July 1, 2016 among Grupo Finmart, Change Capital International Holdings, B.V., the holders of the minority equity interests in Grupo Finmart, AlphaCredit, Clarum Capital, L.P. and EZCORP, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated July 6, 2016, Commission File No. 0-19424)
10.1*
 
Separation Agreement, dated April 4, 2016, between EZCORP, Inc. and Jodie Maccarrone, former Chief Strategy Officer and Executive Vice Chair, Grupo Finmart (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated April 4, 2016, Commission File No. 0-19424)
31.1†
  
Certification of Stuart I. Grimshaw, Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2†
 
Certification of Mark S. Ashby, Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1††
  
Certifications of Stuart I. Grimshaw, Chief Executive Officer, and Mark S. Ashby, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS†††
  
XBRL Instance Document
101.SCH†††
  
XBRL Taxonomy Extension Schema Document
101.CAL†††
  
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB†††
  
XBRL Taxonomy Label Linkbase Document
101.DEF†††
  
XBRL Taxonomy Extension Definition Linkbase Document
101.PRE†††
  
XBRL Taxonomy Extension Presentation Linkbase Document
*
Identifies Exhibit that consists of or includes a management contract or compensatory plan or arrangement.
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 June 30, 2016, June 30, 2015 and September 30, 2015; (ii) Condensed Consolidated Statements of Operations for the three and nine-months ended June 30, 2016 and June 30, 2015; (iii) Condensed Consolidated Statements of Comprehensive Loss for the three and nine-months ended June 30, 2016 and June 30, 2015 (iv) Condensed Consolidated Statements of Cash Flows for the nine-months ended June 30, 2016 and June 30, 2015; and (v) Notes to Interim Condensed Consolidated Financial Statements.

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