EZCORP INC
10-Ks and 10-Qs
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
| þ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended September 30, 2011
or
| o | 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. 000-19424
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.) |
| 1901 Capital Parkway | ||
| Austin, Texas | 78746 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
( 512) 314-3400
( 512) 314-3400
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange on Which Registered | |
| Class A Non-voting Common Stock, $.01 par value per share | The NASDAQ Stock Market | |
| (NASDAQ Global Select Market) |
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes
þ
No
o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes
o
No
þ
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
þ
No
o
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
þ
No
o
Indicate by check mark if disclosures of delinquent filers pursuant to Item 405 of Regulation S-K
(§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.
þ
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 þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
| (Do not check if a 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
o
No
þ
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. The aggregate market value of the
Class A Non-voting Common Stock held by non-affiliates of the registrant was $1,449 million, based
on the closing price on the NASDAQ Stock Market on March 31, 2011.
As of October 31, 2011, 47,387,572 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.
Documents incorporated by reference: None
EZCORP, INC.
YEAR ENDED SEPTEMBER 30, 2011
INDEX TO FORM 10-K
YEAR ENDED SEPTEMBER 30, 2011
INDEX TO FORM 10-K
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| EX-31.1 | ||||||||
| EX-31.2 | ||||||||
| EX-32.1 | ||||||||
| EX-101 INSTANCE DOCUMENT | ||||||||
| EX-101 SCHEMA DOCUMENT | ||||||||
| EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
| EX-101 LABELS LINKBASE DOCUMENT | ||||||||
| EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
| EX-101 DEFINITION LINKBASE DOCUMENT | ||||||||
Table of Contents
This report contains forward-looking statements that are based on our current expectations. Actual
results in future periods may differ materially from those expressed or implied by those
forward-looking statements because of a number of risks and uncertainties. For a discussion of
risk factors affecting our business and prospects, see “Part I — Item 1A — Risk Factors.”
Item
1.
Business
General
EZCORP, Inc. is a Delaware corporation headquartered in Austin, Texas. We are a leading provider
of specialty consumer financial services and a reseller of second-hand goods. We provide
collateralized, non-recourse loans, commonly known as pawn loans, and a variety of financial
services including payday loans, installment loans and auto title loans, or fee-based credit
services to customers seeking loans.
At September 30, 2011, we operated a total of 1,111 locations, consisting of 433 U.S. pawn stores
(operating as EZPAWN or Value Pawn), 178 pawn stores in Mexico (operating as Empeño Fácil or Empeñe
Su Oro), 436 U.S. financial services stores (operating primarily as EZMONEY), 49 financial services
stores in Canada (operating as CASHMAX) and 15 financial and retail services stores in Canada
(operating as Cash Converters). We own almost 30% of Albemarle & Bond Holdings, PLC, one of the
United Kingdom’s largest pawnbroking businesses with over 150 stores, and almost 33% of Cash
Converters International Limited, which franchises and operates a worldwide network of over 600
locations that provide financial services and buy and sell second-hand goods. In fiscal 2011, we
acquired the Cash Converters master franchise rights in Canada and became the franchisor of 13
franchised stores. We are in the process of rebranding the majority of our Canadian stores as
“Cash Converters” stores and introducing into them the buying and selling of second-hand goods.
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 and new or refurbished merchandise from third party vendors. At our financial
services stores and at some of our pawn stores, we offer a variety of loan products, including
single-payment, non-collateralized payday loans with maturity dates typically ranging from 7 to 30
days; non-collateralized installment loans that may be repaid over extended periods of up to seven
months; 30-day loans secured by automobile titles; and revolving lines of credit both unsecured and
secured by automobile titles. In our Cash Converters stores, we also buy and sell second-hand
goods. Our financial services stores in Texas do not offer loan products themselves, but rather
offer credit services to help customers obtain loans from independent third-party lenders. Some of
our Texas pawn stores also offer credit services in addition to pawn loans.
In many of our stores and online, customers may obtain our general-purpose, branded reloadable
debit cards (called the “Change Card”). Customers may elect to deposit their payroll to the card
either through direct deposit or by loading paper checks onto the card, and may elect to receive
loan proceeds on the card. Among other services, customers may then use the cards to withdraw
cash, make purchases at any vendor accepting branded debit cards, pay bills online, establish a
savings account and invest in a mutual fund. The cards are issued by a bank, and we receive a
portion of the fees charged for activity on the cards.
Our business consists of three reportable segments. The U.S. Pawn Operations segment operates only
in the United States. The Empeño Fácil segment operates only in Mexico. The EZMONEY Operations
segment operates 430 stores in the United States and 64 stores in Canada. For revenues,
profitability, assets and other information attributable to each of our segments, see Note R,
“Operating Segment Information” to our consolidated financial statements contained in Item 8 of
this annual report.
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Table of Contents
The following table presents store data by segment:
| Fiscal Year Ended September 30, 2011 | ||||||||||||||||||||
| Company-owned Stores | ||||||||||||||||||||
| EZMONEY | ||||||||||||||||||||
| U.S. Pawn Operations | Empeño Fácil | Operations | Consolidated | Franchises | ||||||||||||||||
|
Stores in operation:
|
||||||||||||||||||||
|
Beginning of period
|
396 | 115 | 495 | 1,006 | — | |||||||||||||||
|
New openings
|
10 | 57 | 15 | 82 | 1 | |||||||||||||||
|
Acquired
|
34 | 6 | — | 40 | 13 | |||||||||||||||
|
Sold, combined or closed
|
(1 | ) | — | (16 | ) | (17 | ) | (1 | ) | |||||||||||
|
|
||||||||||||||||||||
|
End of period
|
439 | 178 | 494 | 1,111 | 13 | |||||||||||||||
|
|
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The following components comprised our total revenues:
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
|
Merchandise sales
|
33 | % | 33 | % | 35 | % | ||||||
|
Jewelry scrapping sales
|
24 | % | 24 | % | 20 | % | ||||||
|
Pawn service charges
|
23 | % | 22 | % | 22 | % | ||||||
|
Signature loan (including credit service) fees
|
17 | % | 19 | % | 22 | % | ||||||
|
Auto title loan (including credit service) fees
|
3 | % | 2 | % | 1 | % | ||||||
|
|
||||||||||||
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Total revenues
|
100 | % | 100 | % | 100 | % | ||||||
Pawn and Retail Activities
Our pawn stores make pawn loans, which are typically small, non-recourse loans collateralized by
tangible personal property. At September 30, 2011, we had an aggregate pawn loan principal balance
of $145.3 million, and the average pawn loan was approximately $120. We earn pawn service charge
revenue on our pawn lending. In the year ended September 30, 2011 (“fiscal 2011”), pawn service
charges accounted for approximately 23% of our total revenues and 38% of our net revenues.
While allowable service charges vary by state and loan size, a majority of our U.S. pawn loans earn
20% per month. Our average U.S. pawn loan amount typically ranges between $125 and $135 but varies
depending on the valuation of each item pawned. The total U.S. loan term ranges between 60 and 120
days, consisting of the primary term and grace period. In Mexico, pawn service charges range from
15% to 21% per month including applicable taxes, with the majority of loans earning 21%. The total
Mexico pawn loan term is 40 days, consisting of the primary term and grace period. Individual
loans are made in Mexican pesos and vary depending on the valuation of each item pawned, but
typically equate to between $65 and $70 U.S. dollars. In fiscal 2011, 2010 and 2009, approximately
81%, 80% and 79%, respectively, of our pawn loans were redeemed in full or were renewed or
extended.
Collateral for our pawn loans consists of tangible personal property, generally jewelry, consumer
electronics, tools, sporting goods and musical instruments. Approximately 62% of our pawn loan
collateral is jewelry, and the vast majority of that is gold jewelry. 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 generally lend from 25% to 65% of 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, internet 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. Through our lending guidelines, we maintain an annual
redemption rate (the percentage of loans made that are repaid, renewed or extended) between 79% and
82%. 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. We provide an inventory valuation allowance to ensure that this forfeited collateral
is valued at the lower of cost or market.
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Table of Contents
The table below shows our dollar amount of pawn loan activity for fiscal 2011, 2010 and 2009:
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In millions) | ||||||||||||
|
Loans made
|
$ | 505.2 | $ | 416.4 | $ | 340.3 | ||||||
|
Loans repaid
|
(273.5 | ) | (222.2 | ) | (181.3 | ) | ||||||
|
Loans forfeited
|
(215.3 | ) | (177.8 | ) | (155.7 | ) | ||||||
|
Loans acquired in business acquisitions
|
8.6 | 2.7 | 23.3 | |||||||||
|
Change due to foreign currency exchange fluctuations
|
(0.9 | ) | 0.4 | (0.9 | ) | |||||||
|
|
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Net increase in pawn loans outstanding at the end of the year
|
$ | 24.1 | $ | 19.5 | $ | 25.7 | ||||||
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Loans renewed
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$ | 173.4 | $ | 124.8 | $ | 107.1 | ||||||
|
Loans extended
|
$ | 979.6 | $ | 805.3 | $ | 592.4 | ||||||
The redemption rate of pawn loans and the gross profit realized on the sale of forfeited
collateral are dependent on the loan value of customer merchandise. Jewelry, which makes up
approximately 62% of the value of collateral, can be appraised based on weight, gold content, style
and value of gemstones. Other items pawned typically consist of consumer electronics, tools,
sporting goods, and musical instruments. These are evaluated based on recent sales experience and
the selling price of similar new merchandise, adjusted for age, wear, and obsolescence.
At the time a pawn transaction is made, a pawn loan agreement (called a pawn ticket) is given to
the customer. The pawn ticket shows the name and address of the pawn store and the customer, the
customer’s identification information, the date of the loan, a detailed description of the pledged
goods, the amount financed, the pawn service charge, the maturity date of the loan, the total
amount that must be paid to redeem the loan and the annual percentage rate.
In our pawn stores and certain financial services stores, we acquire inventory for retail sales
through pawn loan forfeitures and through purchases of customers’ merchandise and purchases of new
or refurbished merchandise from third party vendors. 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. Improper value assessment in the lending or
purchasing process can result in lower margins or reduced marketability of the merchandise. During
fiscal 2011, 2010 and 2009, we realized gross margins on sales of 43%, 42% and 40%, respectively.
Jewelry sales represent approximately half of our total sales, with the remaining sales consisting
primarily of consumer electronics, tools, sporting goods and musical instruments. We believe our
ability to offer quality second-hand goods and refurbished goods at prices significantly lower than
original retail prices attracts value-conscious customers.
During the three most recent fiscal years, sources of inventory additions were:
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
|
Forfeited pawn loan collateral
|
68 | % | 69 | % | 69 | % | ||||||
|
Purchases from customers
|
30 | % | 30 | % | 22 | % | ||||||
|
Acquired in business acquisitions
|
2 | % | 1 | % | 9 | % | ||||||
For fiscal 2011, 2010 and 2009, retail activities and jewelry scrapping (sales of precious
metals and gemstones to refiners and gemstone wholesalers) accounted for approximately 57%, 56% and
55% of our total revenues, or 37%, 36% and 35% net revenues respectively, after deducting the cost
of goods sold. As a significant portion of our inventory and sales involve gold jewelry, our
results can be heavily influenced by the market price of gold, which has increased over the past
several years.
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 three to six months of purchase. We recognize the fees for this service as
revenue ratably over the three to six month period.
5
Table of Contents
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. As of September 30, 2011, we held $6.2 million in customer layaway deposits. We
record product protection, jewelry VIP and layaway fees as sales revenue, as they are incidental to
sales 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 was 9.5% of gross inventory at September 30, 2011 compared to 7.4% at September
30, 2010. The higher valuation allowance is reflective of a shift in inventory from jewelry to
general merchandise, as the change in the aging of inventory remained relatively flat, with 12.2%
aged greater than one year at September 30, 2011 compared to 12.0% at September 30, 2010.
Financial Services
We also offer a variety of financial services to customers who do not have access to other sources
of credit. Many customers find our financial services a more attractive alternative than borrowing
from friends or family or incurring insufficient fund fees, overdraft protection fees, utility
reconnect fees and other charges imposed when they have insufficient cash to meet their needs. By
utilizing our financial services, customers can exercise greater control of their personal finances
without damaging the relationships they have with their merchants, service providers and family
members.
The specific financial services offered varies by location, but generally include some or all of
the following:
| Signature Loans — Short-term non-collateralized loans are sometimes referred to as signature loans. We offer three principal types of signature loans: |
| • | Payday loans — Payday loans are short-term loans (generally less than 30 days and averaging about 16 days) with due dates corresponding to the customer’s next payday. Principal amounts of payday loans can be up to $1,500, but average approximately $435. We typically charge a fee of 15% to 22% of the loan amount for a 7 to 23-day period. | ||
| • | Installment loans —Installment loans are subject to state law and typically carry a term of four to seven months, with a series of equal installment payments due monthly, semi-monthly or on customers’ paydays. Total interest and fees on these loans vary in accordance with state law and loan terms, but over the entire loan term, total approximately 45% to 130% of the original principal amount of the loan. Installment loan principal amounts range from $100 to $3,000, but average approximately $530. | ||
| • | Line of credit —Revolving lines of credit operate similarly to a typical credit card. Customers may borrow as needed, may fully repay borrowed amounts at any point, and are billed at regular intervals with certain minimum principal and fee payment requirements due in each billing cycle. Billing cycle due dates range from two weeks to a month and generally correspond with customers’ paydays. Customers may borrow up to their approved credit line, and may re-borrow any repaid amounts. We provide lines of credit ranging from $100 to $700 and typically charge an annual fee of $30 per account and a monthly fee approximating 43% of the amount borrowed. |
| Auto Title Loans — We offer two principal types of auto title loans: |
| • | Single payment auto title loans —Single payment auto title loans are 30-day loans collateralized by the titles to customers’ automobiles. Loan principal amounts range from $100 to $10,000, but average about $810. Loan amounts are established based on customers’ income levels, an inspection |
6
Table of Contents
| of the automobile and title and reference to market values of used automobiles. We earn a fee of 12.5% to 25% of auto title loan amounts. | |||
| • | Auto title line of credit —the terms and fee structure of auto title lines of credit are similar to those of unsecured lines of credit described above, except that they are secured by the titles to customers’ automobiles. We provide lines of credit ranging from $100 to $8,000 and typically charge an initial lien fee per account and a monthly fee approximating 25% of the amount borrowed. |
Debit Cards
— In many of our stores and online, customers may obtain general-purpose, branded
reloadable debit cards. Customers may elect to deposit their payroll to the card either through
direct deposit or by loading paper checks onto the card, and may elect to receive certain types
of loan proceeds on the card. Among other services, customers may then use the cards to
withdraw cash, make purchases at any vendor accepting branded debit cards, pay bills online, and
invest in a mutual fund. The cards are issued by a more bank, and we receive a portion of the
fees charged for activity on the cards.
In our Texas stores, we do not offer loans themselves, but offer fee-based credit services to
customers seeking loans. In these locations, we act as a credit services organization (or “CSO”)
on behalf of customers in accordance with applicable state and local laws, and offer advice and
assistance to customers in obtaining loans from unaffiliated lenders. Our services include
arranging loans with independent third-party lenders, assisting in the preparation of loan
applications and loan documents and accepting loan payments for the lenders. We do not make, fund
or participate in the loans made by the lenders, but we assist customers in obtaining credit and
enhance their creditworthiness by issuing letters of credit to guarantee customers’ payment
obligations to the independent third-party lenders. For credit services in connection with
arranging a payday loan (average loan amount of about $520), our fee is 21.75% of the loan amount.
For credit services in connection with arranging an unsecured installment loan (average loan amount
of about $2,015), our fee is 10% of the initial loan amount with each semi-monthly or bi-weekly
installment payment. For credit services in connection with arranging an auto title loan (average
loan amount of about $840), the fee is 25% of the loan amount.
Single-payment payday loans are considered defaulted if they are not repaid or renewed by the
maturity date, outstanding amounts on unsecured lines of credit are considered defaulted if
customers do not timely make one required scheduled payment and installment loans are considered
defaulted if the customer has failed to make two consecutive installment payments. Although
defaulted loans may be collected later, we charge the loan principal to bad debt upon default,
leaving only active loans in the reported balance. Subsequent collections of principal are
recorded as a reduction of bad debt at the time of collection. Accrued service charges related to
defaulted loans are deducted from service charge revenue upon loan default, and increase service
charge revenue upon subsequent collection. We provide for a valuation allowance on both the
principal and service charges receivable based on recent default and collection experience. Our
signature loan balance represents the principal amount of all active (non-defaulted) loans, net of
this valuation allowance.
If a credit service customer defaults on a loan, we pay the lender the principal and accrued
interest due under the loan and an insufficient funds fee or late fee and charge those amounts to
bad debt expense. We then attempt to collect those amounts from the customer. Subsequent
recoveries are recorded as a reduction of bad debt at the time of collection. We also record as
bad debt expense an accrual of expected losses for principal, interest and insufficient fund fees
and late fees we expect to pay the lenders on default of the lenders’ current loans. This estimate
is based on recent default and collection experience and the amount of loans the lenders have
outstanding.
The table below shows the dollar amount of our signature loan activity for the three most recent
fiscal years. For purposes of this table, signature loan balances include the principal portion of
payday loans and installment loans (net of valuation allowance) recorded on our balance sheet and
the principal portion of such active brokered loans outstanding from unaffiliated lenders, which is
not included on our balance sheet. In fiscal 2011, new loans were renewed 1.5 times on average,
down from 1.8 times in fiscal 2010 and 1.9 times in fiscal 2009.
7
Table of Contents
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In millions) | ||||||||||||
|
Combined signature loans:
|
||||||||||||
|
Loans made
|
$ | 249.4 | $ | 233.8 | $ | 217.3 | ||||||
|
Loans repaid
|
(216.7 | ) | (200.7 | ) | (184.0 | ) | ||||||
|
Loans forfeited, net of collections on bad debt
|
(34.1 | ) | (30.7 | ) | (32.6 | ) | ||||||
|
|
||||||||||||
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Net increase in signature loans outstanding at the end of the year
|
$ | (1.4 | ) | $ | 2.4 | $ | 0.7 | |||||
|
|
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Loans renewed
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$ | 366.5 | $ | 425.5 | $ | 437.6 | ||||||
|
|
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Loans made by unaffiliated lenders (credit services only):
|
||||||||||||
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Loans made
|
$ | 113.7 | $ | 114.0 | $ | 114.0 | ||||||
|
Loans repaid
|
(94.1 | ) | (92.5 | ) | (90.6 | ) | ||||||
|
Loans forfeited, net of collections on bad debt
|
(21.6 | ) | (21.5 | ) | (23.9 | ) | ||||||
|
|
||||||||||||
|
Net increase in loans outstanding at the end of the year
|
$ | (2.0 | ) | $ | — | $ | (0.5 | ) | ||||
|
|
||||||||||||
|
|
||||||||||||
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Loans renewed
|
$ | 336.9 | $ | 364.1 | $ | 366.7 | ||||||
|
|
||||||||||||
|
Loans made by us:
|
||||||||||||
|
Loans made
|
$ | 135.7 | $ | 119.8 | $ | 103.3 | ||||||
|
Loans repaid
|
(122.6 | ) | (108.2 | ) | (93.4 | ) | ||||||
|
Loans forfeited, net of collections on bad debt
|
(12.5 | ) | (9.2 | ) | (8.7 | ) | ||||||
|
|
||||||||||||
|
Net increase in loans outstanding at the end of the year
|
$ | 0.6 | $ | 2.4 | $ | 1.2 | ||||||
|
|
||||||||||||
|
|
||||||||||||
|
Loans renewed
|
$ | 29.6 | $ | 61.4 | $ | 70.9 | ||||||
Signature loans are unsecured, and their profitability is highly dependent on our ability to
manage the default rate and collect defaulted loan principal, interest and insufficient fund fees.
In determining whether to lend or provide credit services, we perform a review of customer
information, such as making a credit reporting agency inquiry, evaluating and verifying income
sources and levels, verifying employment and verifying a telephone number where the customers may
be contacted.
We began offering auto title loans in September 2008. The table below shows the dollar amount of
our auto title loan activity for the three most recent fiscal years. For purposes of this table,
auto title loan balances include the principal portion of auto title loans (net of valuation
allowance) recorded on our balance sheet and the principal portion of active brokered auto title
loans outstanding from unaffiliated lenders, which is not included on our balance sheet.
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| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In millions) | ||||||||||||
|
Combined auto title loans:
|
||||||||||||
|
Loans made
|
$ | 27.8 | $ | 25.3 | $ | 5.6 | ||||||
|
Loans repaid
|
(24.5 | ) | (14.7 | ) | (2.5 | ) | ||||||
|
Loans forfeited, net of collections on bad debt
|
(4.0 | ) | (4.5 | ) | (0.4 | ) | ||||||
|
Loans acquired in business acquisition
|
— | — | 1.1 | |||||||||
|
|
||||||||||||
|
Net increase in auto title loans outstanding at the end of the year
|
$ | (0.7 | ) | $ | 6.1 | $ | 3.8 | |||||
|
|
||||||||||||
|
|
||||||||||||
|
Loans renewed
|
$ | 70.5 | $ | 56.8 | $ | 14.0 | ||||||
|
|
||||||||||||
|
Loans made by unaffiliated lenders (credit services only):
|
||||||||||||
|
Loans made
|
$ | 16.3 | $ | 16.0 | $ | 3.3 | ||||||
|
Loans repaid
|
(15.7 | ) | (9.3 | ) | (1.0 | ) | ||||||
|
Loans forfeited, net of collections on bad debt
|
(1.4 | ) | (2.1 | ) | (0.2 | ) | ||||||
|
Loans acquired in business acquisition
|
— | — | — | |||||||||
|
|
||||||||||||
|
Net increase in loans outstanding at the end of the year
|
$ | (0.8 | ) | $ | 4.6 | $ | 2.1 | |||||
|
|
||||||||||||
|
|
||||||||||||
|
Loans renewed
|
$ | 56.0 | $ | 40.7 | $ | 4.9 | ||||||
|
|
||||||||||||
|
Loans made by us:
|
||||||||||||
|
Loans made
|
$ | 11.5 | $ | 9.3 | $ | 2.3 | ||||||
|
Loans repaid
|
(8.8 | ) | (5.4 | ) | (1.5 | ) | ||||||
|
Loans forfeited, net of collections on bad debt
|
(2.6 | ) | (2.4 | ) | (0.2 | ) | ||||||
|
Loans acquired in business acquisition
|
— | — | 1.1 | |||||||||
|
|
||||||||||||
|
Net increase in loans outstanding at the end of the year
|
$ | 0.1 | $ | 1.5 | $ | 1.7 | ||||||
|
|
||||||||||||
|
|
||||||||||||
|
Loans renewed
|
$ | 14.5 | $ | 16.1 | $ | 9.1 | ||||||
Auto title loans are secured by the titles to customers’ automobiles. Lending decisions and
loan amounts are determined based on customers’ income levels, an inspection of the automobile and
title and reference to market values of used automobiles. Through charges to bad debt expense, we
provide a bad debt allowance on the current and delinquent balances of auto title loans and auto
title lines of credit, and increase the allowance as the loans age or in response to other
potential indicators of loss. Auction proceeds from repossessed automobiles are recorded as an
offset to bad debt.
At the time a signature loan or auto title loan is made, a loan agreement and credit services
agreement, when applicable, are given to the borrower. It presents the name and address of the
lender, the borrower and the credit services company when applicable, the borrower’s identification
information, the date of the loan, the amount financed, the interest or service charges due on
maturity, the maturity date of the loan, the total amount that must be paid and the annual
percentage rate. At the time a line of credit is granted, customers receive a similar agreement
specifying the terms of the credit line, fees and annual percentage rate and repayment terms.
Seasonality
Historically, pawn service charges are highest in our fourth fiscal quarter (July through
September) due to a higher average loan balance during the summer lending season. Merchandise
sales are highest in the first and second fiscal quarters (October through March) due to the
holiday season, jewelry sales surrounding Valentine’s Day and the impact of tax refunds in the
United States. Jewelry scrapping sales are heavily influenced by the timing of decisions to scrap
excess jewelry inventory. Jewelry scrapping sales generally are greatest during our fourth fiscal
quarter (July through September). This results from relatively low jewelry merchandise sales in
that quarter and the higher loan balance, leading to a higher dollar amount of loan forfeitures in
the summer lending season providing more inventory available for sale.
Signature loan and auto title loan fees are generally highest in our third and fourth fiscal
quarters (April through September) due to a higher average loan balance during the summer lending
season. Signature loan and auto title
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loan bad debt, both in dollar terms and as a percentage of related fees, is highest in the third
and fourth fiscal quarters and lowest in the second fiscal quarter due primarily to the impact of
tax refunds in the U.S.
The net effect of these factors is that net revenues and net income typically are strongest in the
fourth fiscal quarter and weakest in the third fiscal quarter. Our cash flow typically is greatest
in the second fiscal quarter due to a high level of loan redemptions and sales in the U.S. income
tax refund season.
Operations
A typical company pawn store employs approximately six full-time equivalent employees (“FTEs”),
consisting of a store manager, an assistant manager and four pawnbrokers. Each store manager is
responsible for ensuring that the store is run in accordance with our policies, procedures and
operating guidelines, and reports to an area manager. Area managers are responsible for the
performance of all stores within their area and report to one of our regional directors. Managers
and regional directors receive incentive compensation based on their performance in comparison to
an operating budget. Our U.S. pawnbrokers are also eligible to receive incentive compensation
based on the store’s performance and their individual productivity performance. The incentive
compensation for our pawn employees typically ranges between 5% and 30% of their total
compensation.
Financial services stores typically employ two to three FTEs per location, consisting of a store
manager and one or two customer service representatives. Each store manager is responsible for
ensuring that the store is run in accordance with our policies, procedures and operating
guidelines, and reports to an area manager, who is responsible for the stores within a specific
operating area and reports to a regional director. Managers and regional directors receive
incentive compensation based on their performance in comparison to an operating budget.
In the majority of our financial services stores, store employees attempt to collect defaulted
signature loans in the first 30 days after default. After the initial 30 days, our centralized
collection center assumes collection responsibility for these stores’ loans. The centralized
collection center also collects defaulted signature loans for all other locations from the date of
default. After attempting to collect for approximately 90 days, we generally sell the remaining
defaulted signature loans to a third party or refer them to an outside collection agency for a
contingency fee.
We have an internally developed store level point of sale system that automates the recording of
pawn, merchandise purchase and sale transactions. We also have a separate loan management computer
system specifically designed to handle signature loan and auto title loan transactions. We have
redundant backup systems in the event of a system failure or natural disaster. Financial data from
all stores is processed at the corporate office each day, and the preceding day’s data are
available for management review via our internal network. Our communications network provides
information access between the stores and the corporate office.
Our internal audit staff monitors the perpetual inventory system, lending practices, regulatory
compliance and compliance with our policies and procedures. Each location is typically audited
several times annually, adjusted based on estimated risk.
As of September 30, 2011, we employed approximately 5,600 people. We believe that our success is
dependent upon our employees’ ability to provide prompt and courteous customer service and to
execute our operating procedures and standards. We seek to hire people who will become long-term,
career employees. To achieve our long-range personnel goals, we offer a structured career
development program for all of our field associates. This program encompasses computer-based
training, formal structured classroom training and supervised on-the-job training. All store
associates, including managers, must meet certain competency criteria prior to hire or promotion
and participate in on-going training classes and formal instructional programs. Our career
development program develops and advances our employees and provides training for the efficient
integration of experienced managers and associates from outside the company.
Trademarks and Trade Names
We operate our U.S. pawn stores principally under the names “EZPAWN” or “Value Pawn” and the Mexico
pawn stores under the names “EMPEñO FáCIL” and “EMPEñE SU ORO AL INSTANTE.” Our U.S. financial
services
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stores operate under a variety of names, including “EZMONEY Payday Loans,” “EZ Loan Services,” “EZ
Payday Advance,” “AAA Payday Loans” and “EZPAWN Payday Loans” and our CSO stores operate under the
name “EZMONEY Loan Services.” Our financial services stores in Canada operate under the names
“CASHMAX” or “Cash Converters.” We have registered with the United States Patent and Trademark
Office the names EZPAWN, EZMONEY and EZCORP, among others. We hold a trademark in Mexico for the
name “EMPEñO FáCIL” and are the master franchisee in Canada for the “Cash Converters” brand.
Growth and Expansion
We plan to expand the number of locations we operate through opening new locations and through
acquisitions. We believe that in the near term the largest growth opportunities are with new pawn
stores in Mexico and the U.S., Cash Converters stores in Canada, pawn store acquisitions in the
United States and online lending, both in the U.S. and internationally. We continually evaluate
and test new products and formats, which may result in further expansion opportunities.
In fiscal 2011, we acquired 34 U.S. pawn stores, six Mexico pawn stores and the trademark and
licensing rights of Cash Converters in Canada for a total of $75.2 million. The U.S. pawn stores
were located in the Chicago area, Georgia, Florida, Iowa, Wisconsin and Utah, and the Mexico stores
were in the states of Hidalgo and Tlaxcala. During fiscal 2011, we also opened 10 pawn stores in
the United States, 57 pawn stores in Mexico, 10 financial services and 5 financial and retail
services stores in Canada. In fiscal 2012, we plan to open approximately 55 to 65 pawn stores in
Mexico, 12 to 15 pawn stores in the United States, and 10 Canadian Cash Converters locations.
All licensing rights and stores were acquired as part of our continuing strategy to acquire pawn
stores and other assets to enhance and diversify our earnings. The results of all acquired stores
have been consolidated with our results since their acquisition.
The cost of opening new stores varies based on the size, type and location of stores opened.
During fiscal 2011, the new U.S. pawn stores opened required an average property and equipment
investment of approximately $326,000. The new Canadian financial services stores required an
average property and equipment investment of approximately $83,000 and the financial and retail
services stores required an average property and equipment investment of approximately $184,000.
In fiscal 2011 we opened 43 full line pawn stores and 14 Empeñe Su Oro jewelry-only pawn stores and
for a total of 57 new pawn stores in Mexico. The full line pawn stores required an average
property and equipment investment of approximately $130,000 and the jewelry-only stores required an
average property and equipment investment of approximately $50,000.
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.
Competition
We encounter significant competition in connection with all of our activities. These competitive
conditions may adversely affect our revenues, profitability and ability to expand. In our lending
businesses, we compete with other pawn stores, payday lenders, credit service organizations, banks,
credits unions and other financial institutions, such as consumer finance companies. Other lenders
may lend money on an unsecured basis, at interest rates that may be lower than our service charges,
and on other terms that may be more favorable than ours or through other market channels, such as
online which some customers may prefer. We believe that the primary elements of competition are
the quality of customer service and relationship management, convenience, store location, a
customer friendly environment and the ability to loan competitive amounts at competitive rates. In
addition, we believe the ability to compete effectively will be based increasingly on strong
general management, regional focus, automated management information systems, access to capital,
superior customer service and the ability to offer certain services online.
Our competitors for merchandise sales include numerous retail and wholesale stores, including
jewelry stores, discount retail stores, consumer electronics stores, other pawn stores, other
resale stores, electronic commerce
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retailers and auction sites. Competitive factors in our retail operations include the ability to
provide the customer with a variety of merchandise at an exceptional value and convenience.
In offering general purpose, reloadable debit cards, our competitors include other specialty
financial service providers, banks and credit unions as well as specialists in offering debit
cards. Competitive factors in our debit card operations include offering competitive,
comprehensive services at competitive rates.
The pawn industry in the United States is large and highly fragmented. The industry consists of
approximately 13,000 pawn stores owned primarily by independent operators who own one to three
locations, and we consider the industry relatively mature. We are the second largest operator of
pawn stores in the United States, with 433 locations at September 30, 2011. The three largest
pawn store operators account for approximately ten percent of the total estimated pawn stores in
the United States.
The pawn industry in Mexico is also fragmented, but less so than in the United States. The
industry consists of approximately 5,000 pawn stores owned by independent operators and chains,
including some not-for-profit organizations. The pawn industry, particularly full-line stores
offering general merchandise and jewelry loans and resale, remains in more of an expansion stage in
Mexico than in the United States. The market for gold-only pawn stores is still in an expansion
phase in Mexico, although is closer to maturity than full-line stores.
The specialty financial services industry in the United States is mature and is larger and more
concentrated than the pawn industry. The industry consists of a number of online lenders and
approximately 20,000 locations that are either mono-line stores offering only short-term consumer
loans, or other businesses offering short-term consumer loans in addition to other products and
services, such as check cashing stores, automobile title loan stores, pawn stores and stores
offering reloadable debit cards. The ten largest short-term consumer loan companies, including us,
operate approximately 45% of the total number of physical locations, and online competition has
increased in recent years. Recently, several national and regional banks have begun offering cash
advance products with similar characteristics and rate structures to our short-term consumer loans.
The specialty financial services industry in Canada remains in a growth stage. The industry
consists of approximately 1,500 locations that are either mono-line stores offering only short-term
consumer loans or other businesses offering short-term consumer loans in addition to other products
and services, such as check cashing stores, pawn stores and stores offering reloadable debit cards
or bank accounts. The Canadian short-term consumer loan industry is highly concentrated, with the
three largest companies operating approximately 74% of the total number of locations.
Strategic Investments
Albemarle & Bond
— At September 30, 2011, we held almost 30% of the outstanding shares of
Albemarle & Bond Holdings PLC. At June 30, 2011, the latest date at which Albemarle & Bond has
publicly reported results, Albemarle & Bond operated over 150 locations in the United Kingdom that
offer pawn loans, payday loans, installment loans, check cashing and retail jewelry. For Albemarle
& Bond’s fiscal year ended June 30, 2011, its gross revenues increased 24% to £101.9 million
($162.0 million), its net income increased 6% over the prior year to approximately £15.3 million
($24.3 million), and its diluted earnings per share increased 7% to £0.2770 ($0.4406). Albemarle &
Bond is based in Bristol, England, and its stock is publicly traded on the Alternative Investment
Market of the London Stock Exchange. We are its largest single shareholder and currently hold
three of the nine seats on Albemarle & Bond’s board of directors. We account for our investment in
Albemarle & Bond under the equity method. In fiscal 2011, our interest in Albemarle & Bond’s
income was $7.3 million and we received dividends of $3.2 million. Based on the closing price and
exchange rates on September 30, 2011, the market value of our investment in Albemarle & Bond was
approximately $91.7 million compared to its book value of $48.4 million.
Cash Converters International
— At September 30, 2011, we owned 124,418,000 shares, or
approximately 33% of the total ordinary shares of Cash Converters International Limited, which is a
publicly traded company headquartered in Perth, Australia. We acquired the shares between November
2009 and May 2010 for approximately $57.8 million. As its largest single shareholder and pursuant
to a shareholder agreement, we hold two of the five seats on Cash Converters’ board of directors.
Cash Converters franchises and operates a worldwide
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network of approximately 600 specialty financial services and retail stores that provide pawn
loans, short-term unsecured loans, and other consumer finance products, and buy and sell
second-hand goods. Cash Converters has significant store concentrations in Australia and the
United Kingdom. In the short-term, we expect Cash Converters will continue buying back franchised
locations and converting them into company operated stores as well as increasing its portfolio of
short-term consumer loans in Australia and the U.K. If proposed Australian legislation limiting
fees on short-term consumer loans is passed, Cash Converters has indicated it may limit its
short-term consumer lending in Australia and redirect capital elsewhere, including a greater focus
on the United Kingdom.
For its fiscal year ended June 30, 2011, Cash Converters’ gross revenue improved 48% to AUS $186.1
million (U.S. $184.0 million), net income improved 27% to AUS $27.6 million (U.S. $27.3 million),
and diluted earnings per share increased 10% to AUS $0.0723 (U.S. $0.0710). For the year, Cash
Converters paid dividends of AUS $0.0325 (U.S. $0.0321) per share. We account for our investment
in Cash Converters under the equity method. In fiscal 2011, our interest in Cash Converters’
income was $8.9 million and we received dividends of $4.1 million. Based on the closing price and
exchange rates on September 30, 2011, the market value of our investment in Cash Converters was
approximately $53.6 million compared to its book value of $71.9 million.
In March 2011, we entered into an agreement with Cash Converters to increase our ownership to
approximately 53% and to enter into two joint ventures to develop the Cash Converters business in
areas outside of Australia and the United Kingdom. In August 2011 and before the plan had been
submitted to Cash Converters’ shareholders for approval, we terminated that agreement as a result
of the introduction of proposed legislation in Australia that could have an adverse effect on Cash
Converters’ signature loan business there. We continue to hold our existing 33% investment in Cash
Converters, as well as the Cash Converters master franchise rights in Canada. We have already
converted 10 of our existing Canadian financial services stores to the Cash Converters brand and
have added the Cash Converters buy/sell model, and we expect to convert most of the remaining
stores during fiscal 2012. In addition, in October 2011 we acquired substantially all the assets
of Cash Converters United LC, including seven stores doing business under the Cash Converters brand
in Virginia and Pennsylvania, the exclusive right to develop Cash Converters stores in Virginia,
North Florida and Eastern Pennsylvania, and a right of first refusal to acquire the Cash Converters
franchise rights in the District of Columbia and 17 other states in the East, South, Midwest and
Southwest.
Regulation
Our operations are subject to extensive regulation under various federal, state and local laws and
regulations, and we believe that we conduct our business in material compliance with all of these
rules. The following is a general description of significant regulations affecting our business.
For a geographic breakdown of our operating locations, see “Item 2 — Properties.”
Pawn Regulations
Our pawn stores are regulated by the states in which they are located and, in some cases, by
individual municipalities or other local authorities. The applicable statutes, ordinances and
regulations vary from location to location and typically impose licensing requirements for pawn
stores or individual pawn store employees. Licensing requirements typically relate to financial
responsibility and character, and may establish restrictions on where pawn stores can operate.
Additional rules regulate various aspects of the day-to-day pawn operations, including the service
charges and interest rates that a pawn store may charge, the maximum amount of a pawn loan, the
minimum or maximum term of a pawn loan, the content and format of the pawn ticket and the length of
time after a loan default that a pawn store must hold a pawned item before it can be sold. Failure
to observe applicable regulations could result in a revocation or suspension of pawn licenses, the
imposition of fines or requirements to refund service charges and fees, and other civil or criminal
penalties. We must also comply with various federal requirements regarding the disclosure of
interest, fees, total payments and annual percentage rate related to each pawn loan transaction.
Additional federal regulations applicable to our pawn lending business are described in “Other
Federal Regulations” below.
Most of our pawn stores, voluntarily or pursuant to applicable laws, provide periodic (generally
daily) reports to local law enforcement agencies. These reports provide local law enforcement with
information about the items received from customers (whether through pawn or purchase), including a
detailed description of the goods involved
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and the name and address of the customer. If we accept as collateral or purchase merchandise from
a customer and it is determined that our customer was not the rightful owner, the merchandise is
subject to recovery by the rightful owner. Historically, we have not experienced a material number
of claims of this nature.
We do not purchase, sell or make pawn loans on handguns or assault weapons. Some of our pawn
stores in the U.S. handle other types of firearms, such as sporting rifles and other long guns, and
each of those shops maintains a federal firearms license as required by federal law. The federal
Gun Control Act of 1968 and regulations issued by the Bureau of Alcohol, Tobacco, and Firearms also
require each pawn store dealing in firearms to maintain a permanent written record of all receipts
and dispositions of firearms. In addition, we must comply with the Brady Handgun Violence
Prevention Act, which requires us to conduct a background check before releasing, selling or
otherwise disposing of firearms.
Mexico regulates various aspects of the pawn industry at the federal, state and local level.
Regulations issued by the federal consumer protection agency, Procuraduría Federal del Consumidor
(PROFECO), govern the form of pawn loan contracts and consumer disclosures, but the regulations do
not impose interest rate or service charge limitations on pawn loans. Pawn stores, like other
businesses in Mexico, are also subject to a variety of regulations in such areas as tax compliance,
customs, consumer protection and employment.
Short-Term Consumer Loan Regulations
Each state in which we offer short-term consumer loan products has specific laws and regulations
dealing with the conduct of this business. These laws and regulations vary in scope, but generally
require licensing of locations, establish loan terms, provide for consumer protections and
disclosures, and permit periodic regulatory examinations. In the case of payday loans, most
applicable laws and regulations limit the amount of fees that may be charged, establish maximum
loan amounts and duration, and restrict the customer’s ability to renew or extend the loan. Some
states require reporting of customers’ payday loan activities to a state-wide database, and
prohibit the making of payday loans to customers who have payday loans outstanding with other
lenders. Some municipalities in which we operate also impose various rules and regulations,
primarily related to zoning and licensing requirements, but in some cases related to loan terms
(such as maximum loan amounts, maximum number of renewals or extensions and mandatory principal
paydowns). Failure to observe applicable legal requirements could result in a loss of license, the
imposition of fines or customer refunds, and other civil or criminal penalties.
We must also comply with various federal requirements (including the Truth in Lending Act and
Regulation Z) regarding the disclosure of interest, fees, total payments and annual percentage rate
related to each loan transaction. With respect to our debt collection activities, we comply with
the federal Fair Debt Collection Practices Act and similar state laws regulating debt collection
practices. Additional federal regulations applicable to our short-term consumer loan business are
described in “Other Federal Regulations” below.
In Texas, we do not make loans to customers, but rather offer fee-based credit services, including
assistance in arranging loans with independent third-party lenders. As required by state law, we
are registered as a Credit Services Organization (“CSO”) in order to provide such services and,
pursuant to new state laws effective January 1, 2012, will be licensed as a Credit Access Business
(“CAB”). The applicable CSO law requires us to provide each customer with an upfront disclosure
statement describing, among other things, the services to be provided and the fees to be charged
and, upon entering into a transaction, with a written contract fully describing the services
provided. The law prohibits us from receiving compensation solely for referring a customer to a
lender and also provides for other disclosure requirements, cancellation rights for customers, and
prohibitions on fraudulent or deceptive conduct. The new law governing CABs requires us to provide
conspicuous notices regarding fees and certain other disclosures and requires us to report certain
information regarding customer transactions to the Office of the Consumer Credit Commissioner.
Violations of these laws could subject us to criminal and civil liability. The independent lenders
are not required to be licensed and are not regulated by any state agency so long as the interest
rate charged on the loan does not exceed 10% per annum. The lenders are also permitted to charge
late fees and insufficient funds fees. The lenders are subject to the federal regulations
described below with regard to their lending activities.
Legislators and regulators frequently scrutinize the legislative and regulatory environment for
short-term lending, often proposing additional legislative and regulatory restrictions ranging from
additional disclosure requirements to
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limits on rates and fees. In some cases, rate and fee limits would effectively prohibit certain
short-term lending products, such as payday loans, because it would no longer be economically
feasible for most lenders to offer such products.
The Dodd-Frank Wall Street Reform and Consumer Protection Act was enacted in July 2010. This new
federal law, among other things, establishes a Bureau of Consumer Financial Protection, which will
regulate companies that offer or supply consumer financial products and services, including payday
loans, pawn loans and other products and services that we offer. The act contains provisions
relating to the establishment of the bureau, the transfer of authority and staff from existing
federal regulatory agencies and the provision of funding for the bureau. Those provisions are
still in the implementation stage, and until the bureau has become operational and begins to
propose rules and regulations that apply to our activities, it is not possible to accurately
predict what affect the bureau will have on our business.
There can be no assurance that legislative or regulatory efforts to eliminate or restrict the
availability of certain short-term loan products, including payday loans and auto title loans, will
not be successful, despite significant customer demand. To the extent such efforts are successful,
our short-term consumer loan business could be adversely affected. See “Item 1A — Risk Factors.”
Other Federal Regulations
All of our lending activities, both pawn loans and short-term consumer loans, are subject to other
state and federal statutes and regulations, including the following:
| • | We are subject to the federal Gramm-Leach-Bliley Act and its underlying regulations, as well as various state laws and regulations relating to privacy and data security. Under these regulations, we are required to disclose to our customers our policies and practices relating to the protection of customers’ nonpublic personal information. These regulations also require us to ensure that our systems are designed to protect the confidentiality of customers’ nonpublic personal information, and many of these regulations dictate certain actions that we must take to notify customers if their personal information is disclosed in an unauthorized manner. In addition, the Federal Fair and Accurate Credit Transactions Act requires us to adopt written guidance and procedures for detecting, preventing and mitigating identity theft, and to adopt various policies and procedures (including employee training) that address the importance of protecting non-public personal information and aid in detecting and responding to suspicious activity or identify theft “red flags.” |
| • | The federal Equal Credit Opportunity Act prohibits discrimination against any credit applicant on the basis of any protected category such as race, color, religion, national origin, sex, marital status or age. If we deny an application for credit, we are required to provide the applicant with a Notice of Adverse Action, informing the applicant of the action taken regarding the credit application, a statement of the prohibition on discrimination, the name and address of both the creditor and the federal agency that monitors compliance, and the applicant’s right to learn the specific reasons for the denial. |
| • | Under the USA PATRIOT Act, we must maintain an anti-money laundering compliance program that includes the development of internal policies, procedures, and controls; the designation of a compliance officer; an ongoing employee training program; and an independent audit function to test the program. |
| • | We are also subject to the Bank Secrecy Act and its underlying regulations, which requires us to report and maintain records of certain high-dollar transactions. In addition, federal regulations require us to report certain suspicious transactions to the Financial Crimes Enforcement Network of the Treasury Department (“FinCen”). Generally, a transaction is considered to be suspicious if we know, suspect or have reason to suspect that the transaction (a) involves funds derived from illegal activity or is intended to hide or disguise such funds, (b) is designed to evade the requirements of the Bank Secrecy Act or (c) appears to serve no legitimate business or lawful purpose. |
| • | Federal law limits the annual percentage rate that may be charged on loans made to active duty military personnel and their immediate families at 36%. This 36% annual percentage rate cap applies to a variety of loan products, including signature loans, though it does not apply to pawn loans. We do not make signature |
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| loans to active duty military personnel or their immediate families because it is not economically feasible for us to do so at these rates. |
Available Information
We maintain an Internet website at www.ezcorp.com. All of our reports filed with the Securities
and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, and Section 16 filings are accessible, free of charge,
through the Investor Relations section of our website as soon as reasonably practicable after
electronic filing. The public may read and copy any materials that we file with the SEC at the
SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC at www.sec.gov.
Information on our website is not incorporated by reference into this report.
Item
1A.
Risk Factors
There are many risks and uncertainties that may affect the operations, performance, development and
results of our business. Many of these risks are beyond our control. The following is a
description of the important risk factors that may affect our business. If any one or more of
these risks actually occur, our business, financial condition or results of operations would likely
suffer.
| • | Changes in laws and regulations affecting our financial services and products could have a material adverse effect on our operations and financial performance. Our financial products and services are subject to extensive regulation under various federal, state, local and international laws and regulations. There have been, and continue to be, legislative and regulatory efforts to regulate, prohibit or severely restrict some of the types of short-term financial services and products we offer, particularly payday loans and auto title loans. | ||
| As noted above under “Item 1 — Business — Regulation,” the Dodd-Frank Wall Street Reform and Consumer Protection Act establishes a Bureau of Consumer Financial Protection, which will have the power to, among other things, regulate companies that offer or supply payday loans, pawn loans and other products and services that we offer. Until the bureau has become operational and begins to propose rules and regulations that apply to our activities, it is not possible to accurately predict what affect the bureau will have on our business. There can be no assurance that the bureau will not propose and enact rules or regulations that would have a material adverse effect on our operations and financial performance. | |||
| Adverse legislation could also be enacted in any state or municipality in which we operate. If such legislation is enacted in any particular jurisdiction, we generally evaluate our business in the context of the new legislation and determine whether we can continue to operate in that jurisdiction with new or modified products or whether it is feasible to enhance our business with additional product offerings. In any case, if we are unable to continue to operate profitably under the new law, we may decide to close or consolidate stores, resulting in decreased revenues, earnings and assets. | |||
| In addition, any financial services business that we undertake directly in international jurisdictions, as well as the financial services businesses conducted by our strategic affiliates, are subject to a variety of regulation by international governmental authorities. Adverse legislation or regulations could be enacted in any of such international jurisdictions, with the result that the financial services business in that jurisdiction becomes less profitable or unprofitable. For example, in August 2011, legislation was proposed in Australia that would, among other things, limit the interest charged on certain consumer loans and prohibit loan extensions and refinancings. If this legislation is enacted in its currently proposed form, Cash Converters International’s consumer loan business in Australia may be adversely affected, which could have the effect of decreasing Cash Converters International’s revenues and earnings. | |||
| Many of the legislative and regulatory efforts that are adverse to the short-term consumer loan industry are |
16
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| the result of the negative characterization of the industry by some consumer advocacy groups and some media reports that do not focus on the credit risk and high transaction costs of serving our segment. We can give no assurance that there will not be further negative characterizations of our industry or that legislative or regulatory efforts to eliminate or restrict the availability of certain short-term loan products, including payday loans and auto title loans, will not be successful despite significant customer demand for such products. Such efforts, if successful, could have a material adverse effect on our operations or financial performance. | |||
| • | A significant or sudden decrease in gold values may have a material impact on our earnings and financial position. Gold jewelry comprises a significant portion of the collateral security for our pawn loans and our inventory, and gold scrapping accounts for a significant portion of our revenues and gross profit. Pawn service charges, sales proceeds and our ability to liquidate excess jewelry inventory at an acceptable margin are dependent upon gold values. The impact on our financial position and results of operations of a hypothetical decrease in gold values cannot be reasonably estimated because the market and competitive response to changes in gold values is not known; however, a significant decline in gold values could result in decreases in sales, sales margins, and pawn service charge revenues. | ||
| • | A significant portion of our business is concentrated in Texas. Over half of our financial services stores and almost half of our domestic pawn stores are located in Texas, and those stores account for a significant portion of our revenues and profitability. The legislative, regulatory and general business environment in Texas has been, and continues to be, relatively favorable for our business activities. We have been successful in growing and expanding our businesses in areas outside Texas for the past several years, and we expect that our business in other areas (including Mexico and Canada) will continue to grow faster than our business in Texas. In the foreseeable future, however, a negative legislative or regulatory change in Texas could have a material adverse effect on our overall operations and financial performance. | ||
| • | A significant change in foreign currency exchange rates could have a material adverse impact on our earnings and financial position. We have foreign operations in Mexico and Canada and equity investments in the United Kingdom and Australia. Our assets, investments in, earnings from and dividends from each of these must be translated to U.S. dollars from their respective functional currencies of the Mexican peso, Canadian dollar, British pound and the Australian dollar. A significant weakening of any of these foreign currencies could result in lower assets and earnings in U.S. dollars, resulting in a material adverse impact on our financial position, results of operations and cash flows. | ||
| • | Prolonged periods of economic recession and unemployment could adversely affect our lending and retail businesses. All of our businesses, like other businesses, are subject to fluctuations based on varying economic conditions. Economic conditions and general consumer confidence affect the demand for our retail products and the ability and willingness of our customers to utilize our loan products and services. Our signature loan products and services require the customer to have a verifiable recurring source of income. Consequently, we may experience reduced demand for our signature loan products during prolonged periods of high unemployment. Weakened economic conditions may also result in an increase in loan defaults and loan losses. Even in the current economic environment, we have been able to efficiently manage our bad debt through our underwriting and collection efforts. There can be no assurance that we will be able to sustain our current bad debt rates or that we will not experience increasing difficulty in collecting defaulted loans. | ||
| • | A significant portion of our short-term consumer loan revenues and profitability is dependent upon the ability and willingness of unaffiliated lenders to make loans to our customers. In Texas, where over half of our financial services stores are located, we do not make short-term consumer loans to customers, but assist customers in arranging loans with unaffiliated lenders. Our short-term consumer loan business could be adversely affected if (a) we were to lose our current relationships with unaffiliated lenders and were unable to establish a relationship with another unaffiliated lender who was willing and able to make short-term loans to our Texas customers or (b) the unaffiliated lenders are unable to obtain capital or other sources of funding at appropriate rates. |
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| • | Achievement of our growth objectives is dependent upon our ability to open and acquire new stores. Our expansion strategy includes opening new stores and acquiring existing stores. The success of this strategy is subject to numerous factors that cannot be predicted or controlled, such as the availability of acceptable locations, the ability to obtain required government permits and licenses, the availability of attractive acquisition candidates and our ability to attract, train and retain qualified associates. Failure to achieve our expansion goals would adversely affect our prospects and future results of operations. | ||
| • | Changes in the business, regulatory or political climate in Mexico or Canada could adversely affect our operations in those countries, which could adversely affect our growth plans. Our growth plans include significant expansion in Mexico and Canada. Changes in the business, regulatory or political climate in either of those countries, or significant fluctuations in currency exchange rates could affect our ability to expand or continue our operations there, which could have a material adverse impact on our prospects, results of operations and cash flows. | ||
| • | Drug related violence could adversely affect our operations and growth plans in Mexico. To date, the drug related violence in Mexico has been most prevalent along the United States border and other areas where we do not have a significant presence, and has had little effect on our operations. If the violence were to spread to other areas of Mexico, where we have a greater presence, it could affect our ability to expand or continue our operations there, which could have a material adverse impact on our prospects, results of operations, cash flows and assets. | ||
| • | Fluctuations in our sales, pawn loan balances, sales margins, pawn redemption rates and loan default and collection rates could have a material adverse impact on our operating results. We regularly experience fluctuations in a variety of operating metrics. Changes in any of these metrics, as might be caused by changes in the economic environment, competitive pressures, changes in customers’ tastes and preferences or a significant decrease in gold prices could materially and adversely affect our profitability and ability to achieve our planned results of operations. | ||
| • | Changes in our liquidity and capital requirements or in banks’ abilities or willingness to lend to us could limit our ability to achieve our plans. We require continued access to capital. A significant reduction in cash flows from operations or the availability of credit could materially and adversely affect our ability to achieve our planned growth and operating results. We currently have a credit agreement with a syndicate of banks. If one of those lenders is unable to provide funding in accordance with its commitment, our available credit could be reduced by the amount of that lender’s commitment. | ||
| • | Changes in competition from various sources could have a material adverse impact on our ability to achieve our plans. We encounter significant competition from other pawn stores, cash advance companies, credit service organizations, online lenders, consumer finance companies and other forms of financial institutions and other retailers, many of which have significantly greater financial resources than we do. Significant increases in the number or size of competitors or other changes in competitive influences could adversely affect our operations through a decrease in the number or quality of loan products and services we are able to provide or our ability to liquidate forfeited collateral at acceptable margins. | ||
| • | Infrastructure failures and breaches in data security could harm our business. We depend on our information technology infrastructure to achieve our business objectives. If a problem, such as a computer virus, intentional disruption by a third party, natural disaster, telecommunications system failure or lost connectivity impairs our infrastructure, we may be unable to process transactions or otherwise carry on our business. An infrastructure disruption could damage our reputation and cause us to lose customers and revenue, result in the unintentional disclosure of company or customer information, and require us to incur significant expense to eliminate these problems and address related data security concerns. | ||
| • | We are beginning to implement an online short-term consumer lending business, which will be subject to additional risks. We recently announced the formation of an eCommerce and Card Services division, which among things, will be responsible for developing an online short-term consumer lending |
18
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| business. In addition to being subject to the various federal, state and local regulations that are applicable to short-term consumer lending generally, this business will also be subject to other regulations and risks. For example, we will be dependent on third parties, referred to as lead providers, to provide us with prospective new customers. Generally, lead providers operate separate websites to attract prospective customers and then sell those “leads” to online lenders. As a result, the success of our online consumer lending business will depend substantially on the willingness and ability of lead providers to send us customer leads at prices acceptable to us. The loss or a reduction in leads from lead providers, or the failure of our lead providers to maintain quality and consistency in their programs or services, could reduce our customer prospects and could have a material adverse effect on the success of this line of business. Furthermore, the lead providers’ failure to comply with applicable laws or regulations, or any changes in laws or regulations applicable to lead providers, could have an adverse effect on our online consumer lending business. | |||
| • | One person beneficially owns all of our voting stock and controls the outcome of all matters requiring a vote of stockholders, which may influence the value of our publicly traded non-voting stock. Phillip E. Cohen is the beneficial owner of all of our Class B Voting Common Stock and controls the outcome of all issues requiring a vote of stockholders. All of our publicly traded stock is non-voting stock. Consequently, stockholders other than Mr. Cohen have no vote with respect to the election of directors or any other matter requiring a vote of stockholders. This lack of voting rights may adversely affect the market value of the publicly traded Class A Non-voting Common Stock. | ||
| • | We may be subject to litigation proceedings that could harm our business. Currently and from time to time, we are defendants in various legal and regulatory actions. While we cannot determine the ultimate outcome of these actions, we believe their resolution will not have a material adverse effect on our financial condition, results of operations or liquidity. However, litigation is subject to inherent uncertainties and unfavorable rulings could occur. An unfavorable ruling could include monetary damages or an injunction prohibiting us from conducting our business as we currently do. If we were to receive an unfavorable ruling in a matter, our business and results of operations could be materially harmed. | ||
| • | We invest in companies for strategic reasons and may not realize a return on our investments. We currently have significant investments in Albemarle & Bond Holdings PLC and Cash Converters International Limited, both of which are publicly traded companies based outside the United States. We have made these investments, and may in the future make additional investments in these or other companies, to further our strategic objectives. The success of these strategic investments is dependent on a variety of factors, including the business performance of the companies in which we invest and the market’s assessment of that performance. If the business performance of any of these companies suffers, then the value of our investment may decline. If we determine that an other-than-temporary decline in the fair value exists for one of our equity investments, we will be required to write down that investment to its fair value and recognize the related write-down as an investment loss. Furthermore, there can be no assurance that we will be able to dispose of some or all of an investment on favorable terms, should we decide to do so in the future. Any realized investment loss would adversely affect our results of operations. | ||
| • | We may incur property, casualty or other losses not covered by insurance. We maintain a program of insurance coverage for various types of property, casualty and other risks. The types and amounts of insurance that we obtain vary from time to time, depending on availability, cost and our decisions with respect to risk retention. The policies are subject to deductibles and exclusions that result in our retention of a level of risk on a self-insurance basis. Losses not covered by insurance could be substantial and may increase our expenses, which could harm our results of operations and financial condition. | ||
| • | Our acquisitions, investments and other transactions could disrupt our ongoing business and harm our results of operations. In pursuing our business strategy, we routinely conduct discussions, evaluate opportunities and enter into agreements regarding possible acquisitions, investments and other transactions. These transactions may involve significant challenges and risks, including risks that we may not realize the expected return on an acquisition or investment, that we may not be able to retain key personnel of an acquired business, or that we may experience difficulty in integrating acquired businesses into our business systems and processes. If we do enter into agreements with respect to acquisitions, investments or other |
19
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| transactions, we may fail to complete them due to inability to obtain required regulatory or other approvals or other factors. Furthermore, acquisitions, investments and other transactions require substantial management resources and have the potential to divert our attention from our existing business. These factors could harm our business and results of operations. | |||
| • | We face other risks discussed under Quantitative and Qualitative Disclosures about Market Risk in Item 7A of this Form 10-K . |
Item
1B.
Unresolved Staff Comments
None.
20
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Our typical pawn store is a freestanding building or part of a retail strip center with contiguous
parking. Store interiors are designed to resemble small retail operations and attractively display
merchandise by category. Distinctive exterior design and attractive in-store signage provide an
appealing atmosphere to customers. The typical pawn store has approximately 1,800 square feet of
retail space and approximately 3,200 square feet dedicated to collateral storage. Approximately
30% of our pawn stores in Mexico are gold jewelry-only pawn stores with no retail activities, which
typically occupy 500 to 1,000 square feet. Financial services stores are designed to resemble a
bank interior. The typical financial services store is approximately 1,000 to 1,500 square feet
and is located in a retail strip center. Some of our financial services stores adjoin a pawn
location and occupy approximately 300 to 500 square feet, with a different entrance, signage,
décor, and staffing. From the customers’ perspective, these are viewed as a separate business, but
they are covered by the same lease agreement. We maintain property and general liability insurance
for each of our stores. Our stores are open six or seven days a week.
We lease substantially all of our locations, and generally lease facilities for a term of three to
ten years with one or more renewal options. Our existing leases expire on dates ranging between
December 31, 2011 and July 31, 2026, with a small number of leases on month-to-month terms. All
leases provide for specified periodic rental payments at market rates. Most leases require us to
maintain the property and pay the cost of insurance and taxes. We believe the termination of any
one of our leases would not have a material adverse effect on our operations. Our strategy
generally is to lease rather than own space for our stores unless we find what we believe is a
superior location at an attractive price.
Below is a summary of changes in the number of store locations during fiscal 2011, 2010 and 2009
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
|
Store count at beginning of fiscal year
|
1,006 | 910 | 809 | |||||||||
|
New stores opened
|
82 | 111 | 42 | |||||||||
|
Acquired stores
|
40 | 16 | 78 | |||||||||
|
Stores closed or consolidated
|
(17 | ) | (31 | ) | (19 | ) | ||||||
|
|
||||||||||||
|
Store count at end of fiscal year
|
1,111 | 1,006 | 910 | |||||||||
|
|
||||||||||||
In 2011, we opened 57 Empeño Fácil pawn stores in Mexico, 10 CASHMAX financial services stores
and five Cash Converters financial and retail services stores in Canada and 10 U.S pawn stores. We
also acquired 34 pawn stores in the U.S. and six pawn stores in Mexico during fiscal 2011.
On an ongoing basis, we may close or consolidate under-performing store locations. In fiscal 2011,
we closed five U.S. financial services stores and two financial services stores in Canada,
consolidated nine U.S. financial services stores into other existing U.S. financial services stores
and consolidated one U.S. pawn store into an existing pawn store. In fiscal 2010, we closed 10
financial services stores and consolidated 19 financial services stores into other existing
financial services stores and consolidated two U.S. pawn stores into existing pawn stores.
Of our 436 U.S. financial services stores, 158 adjoin a pawn store, but they are covered by the
same lease agreement. The lease agreements at approximately 94% of the remaining 278 free-standing
U.S. financial services stores contain provisions that limit our exposure for additional rent at
these stores to only a few months if laws were enacted that had a significant negative effect on
our operations at these stores. If such laws were passed, the space currently utilized by stores
adjoining pawn stores could be re-incorporated into the pawn operations. Following the passage of
such laws in fiscal 2010, we closed or consolidated 11 signature loan stores in Colorado and
Wisconsin, resulting in a total rent exposure of approximately $0.2 million.
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The following table presents the number of pawn and financial services store locations by state or
province as of September 30, 2011:
| Pawn | Financial Services | Total | ||||||||||
| Locations | Locations | Locations | ||||||||||
|
United States:
|
||||||||||||
|
Texas
|
186 | 286 | 472 | |||||||||
|
Florida
|
93 | — | 93 | |||||||||
|
Colorado
|
38 | 28 | 66 | |||||||||
|
Wisconsin
|
3 | 35 | 38 | |||||||||
|
Oklahoma
|
21 | 6 | 27 | |||||||||
|
Idaho
|
— | 20 | 20 | |||||||||
|
Utah
|
7 | 14 | 21 | |||||||||
|
Alabama
|
7 | 9 | 16 | |||||||||
|
Nevada
|
16 | — | 16 | |||||||||
|
Indiana
|
15 | — | 15 | |||||||||
|
Iowa
|
11 | — | 11 | |||||||||
|
Kansas
|
— | 13 | 13 | |||||||||
|
Missouri
|
— | 13 | 13 | |||||||||
|
South Dakota
|
— | 7 | 7 | |||||||||
|
Tennessee
|
7 | — | 7 | |||||||||
|
Nebraska
|
— | 5 | 5 | |||||||||
|
Illinois
|
15 | — | 15 | |||||||||
|
Georgia
|
7 | — | 7 | |||||||||
|
Louisiana
|
3 | — | 3 | |||||||||
|
Mississippi
|
3 | — | 3 | |||||||||
|
Arkansas
|
1 | — | 1 | |||||||||
|
|
||||||||||||
|
Total United States Locations
|
433 | 436 | 869 | |||||||||
|
|
||||||||||||
|
Mexico:
|
||||||||||||
|
Guanajuato
|
24 | — | 24 | |||||||||
|
Veracruz
|
25 | — | 25 | |||||||||
|
Jalisco
|
16 | — | 16 | |||||||||
|
Puebla
|
18 | — | 18 | |||||||||
|
Mexico
|
30 | — | 30 | |||||||||
|
Tamaulipas
|
12 | — | 12 | |||||||||
|
Michoacán
|
10 | — | 10 | |||||||||
|
Querétaro
|
6 | — | 6 | |||||||||
|
Oaxaca
|
8 | — | 8 | |||||||||
|
Aguascalientes
|
5 | — | 5 | |||||||||
|
Tabasco
|
10 | — | 10 | |||||||||
|
San Luis Potosí
|
4 | — | 4 | |||||||||
|
Hidalgo
|
4 | — | 4 | |||||||||
|
Tlaxcala
|
3 | — | 3 | |||||||||
|
Chiapas
|
2 | — | 2 | |||||||||
|
Campeche
|
1 | — | 1 | |||||||||
|
|
||||||||||||
|
Total Mexico Locations
|
178 | — | 178 | |||||||||
|
|
||||||||||||
|
Canada:
|
||||||||||||
|
Ontario
|
— | 64 | 64 | |||||||||
|
|
||||||||||||
|
Total Canada Locations
|
— | 64 | 64 | |||||||||
|
|
||||||||||||
|
|
||||||||||||
|
Total Company
|
611 | 500 | 1,111 | |||||||||
|
|
||||||||||||
In addition to our store locations, we lease our corporate office space in Austin, Texas
(68,900 square feet), Dallas Texas (2,900 square feet), Querétaro, Mexico (6,700 square feet), and
Ontario, Canada (4,200 square feet).
22
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The following table presents store data by segment as of September 30, 2011:
| Company-owned Stores | ||||||||||||||||||||
| U.S. Pawn | Empeño | EZMONEY | ||||||||||||||||||
| Operations | Fácil | Operations | Consolidated | Franchises | ||||||||||||||||
|
Pawn stores
|
433 | 178 | — | 611 | — | |||||||||||||||
|
Financial services stores adjoining U.S. pawn stores
|
6 | — | 152 | 158 | — | |||||||||||||||
|
Financial services stores — free standing
|
— | — | 342 | 342 | 13 | |||||||||||||||
|
|
||||||||||||||||||||
|
Total stores in operation
|
439 | 178 | 494 | 1,111 | 13 | |||||||||||||||
|
|
||||||||||||||||||||
Currently and from time to time, we are defendants in various legal and regulatory actions. While
we cannot determine the ultimate outcome of these actions, we believe their resolution will not
have a material adverse effect on our financial condition, results of operations or liquidity.
However, we cannot give any assurance as to their ultimate outcome.
23
Table of Contents
Market Information
Our Class A Non-voting Common Stock (“Class A Common Stock”) is traded on The NASDAQ Stock Market
(NASDAQ Global Select Market) under the symbol “EZPW.” As of October 31, 2011, there were 100
stockholders of record of our Class A Common Stock. There is no trading market for our Class B
Voting Common Stock (“Class B Common Stock”), which was held by one stockholder as of October 31,
2011.
The high and low per share sales price for our Class A Common Stock for the past two fiscal years,
as reported by The NASDAQ Stock Market, were as follows:
| High | Low | |||||||
|
Fiscal 2011:
|
||||||||
|
Fourth quarter ended September 30, 2011
|
$ | 38.66 | $ | 27.10 | ||||
|
Third quarter ended June 30, 2011
|
35.98 | 27.78 | ||||||
|
Second quarter ended March 31, 2011
|
31.80 | 25.56 | ||||||
|
First quarter ended December 31, 2010
|
28.75 | 19.23 | ||||||
|
|
||||||||
|
Fiscal 2010:
|
||||||||
|
Fourth quarter ended September 30, 2010
|
$ | 20.80 | $ | 17.88 | ||||
|
Third quarter ended June 30, 2010
|
23.75 | 10.07 | ||||||
|
Second quarter ended March 31, 2010
|
22.19 | 16.43 | ||||||
|
First quarter ended December 31, 2009
|
17.72 | 12.75 | ||||||
On September 30, 2011, the closing sales price of our Class A Common Stock, as reported by the
NASDAQ Stock Market, was $28.54 per share.
We have not declared or paid any dividends during the past two fiscal years, and currently do not
anticipate paying any cash dividends in the immediate future. Under the terms of our credit
agreement, which expires December 31, 2015, payment of dividends is restricted. 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.
24
Table of Contents
Stock Performance Graph
The following table compares cumulative total stockholder returns for our Class A Common Stock for
the last five fiscal years, with the cumulative total return on the NASDAQ Composite Index (ticker
symbol IXIC) and the NASDAQ Other Financial Index (ticker symbol IXFN) over the same period. The
graph shows the value, at the end of each of the last five fiscal years, of $100 invested in our
Class A Common Stock or the indices on September 30, 2006. The graph depicts the change in the
value of our Class A Common Stock relative to the indices at the end of each fiscal year and not
for any interim period. Historical stock price performance is not necessarily indicative of future
stock price performance.
25
Table of Contents
The following selected financial information should be read in conjunction with, and is qualified
in its entirety by the accompanying consolidated financial statements and related notes:
Selected Financial Data
| Fiscal Years Ended September 30, | ||||||||||||||||||||
| 2011 | 2010 | 2009 | 2008 | 2007 | ||||||||||||||||
| (In thousands, except per share and store figures) | ||||||||||||||||||||
|
Operating Data:
|
||||||||||||||||||||
|
Sales
|
$ | 494,562 | $ | 411,865 | $ | 329,923 | $ | 234,679 | $ | 194,305 | ||||||||||
|
Pawn service charges
|
201,135 | 163,695 | 130,169 | 94,244 | 73,551 | |||||||||||||||
|
Signature loan fees
|
150,250 | 139,315 | 133,344 | 128,478 | 104,347 | |||||||||||||||
|
Auto title loan fees
|
21,701 | 17,707 | 3,589 | — | — | |||||||||||||||
|
Other
|
1,669 | 463 | 431 | 2 | 12 | |||||||||||||||
|
|
||||||||||||||||||||
|
Total revenues
|
869,317 | 733,045 | 597,456 | 457,403 | 372,215 | |||||||||||||||
|
Cost of goods sold
|
295,620 | 251,122 | 203,589 | 139,402 | 118,007 | |||||||||||||||
|
Signature loan bad debt
|
36,328 | 31,709 | 33,553 | 37,150 | 28,508 | |||||||||||||||
|
Auto title loan bad debt
|
2,431 | 2,735 | 380 | — | — | |||||||||||||||
|
|
||||||||||||||||||||
|
Net revenues
|
534,938 | 447,479 | 359,934 | 280,851 | 225,700 | |||||||||||||||
|
Store operating expenses
|
267,052 | 236,664 | 206,237 | 158,927 | 133,180 | |||||||||||||||
|
Administrative expenses
|
75,270 | 52,740 | 40,497 | 34,951 | 27,171 | |||||||||||||||
|
Depreciation and amortization
|
18,344 | 14,661 | 12,746 | 12,354 | 9,812 | |||||||||||||||
|
(Gain) loss on disposal of assets
|
309 | 1,528 | (1,024 | ) | 939 | (72 | ) | |||||||||||||
|
Interest expense (income), net
|
1,653 | 1,199 | 1,144 | (57 | ) | (1,373 | ) | |||||||||||||
|
Equity in net income of unconsolidated affiliates
|
(16,237 | ) | (10,750 | ) | (5,016 | ) | (4,342 | ) | (2,945 | ) | ||||||||||
|
Other
|
(164 | ) | (93 | ) | 38 | 8 | — | |||||||||||||
|
|
||||||||||||||||||||
|
Income before income taxes
|
188,711 | 151,530 | 105,312 | 78,071 | 59,927 | |||||||||||||||
|
Income tax expense
|
66,552 | 54,236 | 36,840 | 25,642 | 22,053 | |||||||||||||||
|
|
||||||||||||||||||||
|
Net income
|
$ | 122,159 | $ | 97,294 | $ | 68,472 | $ | 52,429 | $ | 37,874 | ||||||||||
|
|
||||||||||||||||||||
|
Earnings per common share, diluted
|
$ | 2.43 | $ | 1.96 | $ | 1.42 | $ | 1.21 | $ | 0.88 | ||||||||||
|
Cash dividends per common share
|
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
|
Weighted average common shares and
share equivalents, diluted
|
50,369 | 49,576 | 48,076 | 43,327 | 43,230 | |||||||||||||||
|
Stores operated at end of period
|
1,111 | 1,006 | 910 | 809 | 731 | |||||||||||||||
| September 30, | ||||||||||||||||||||
| 2011 | 2010 | 2009 | 2008 | 2007 | ||||||||||||||||
| (In thousands) | ||||||||||||||||||||
|
Balance Sheet Data:
|
||||||||||||||||||||
|
Pawn loans
|
$ | 145,318 | $ | 121,201 | $ | 101,684 | $ | 75,936 | $ | 60,742 | ||||||||||
|
Signature loans
|
11,389 | 10,775 | 8,357 | 7,124 | 4,814 | |||||||||||||||
|
Auto title loans
|
3,222 | 3,145 | 1,663 | 1 | — | |||||||||||||||
|
Inventory
|
90,373 | 71,502 | 64,001 | 43,209 | 37,942 | |||||||||||||||
|
Working capital
|
291,968 | 232,713 | 228,796 | 159,918 | 124,871 | |||||||||||||||
|
Total assets
|
756,450 | 606,412 | 492,517 | 308,720 | 251,186 | |||||||||||||||
|
Long-term debt
|
17,500 | 25,000 | 35,000 | — | — | |||||||||||||||
|
Stockholders’ equity
|
664,248 | 519,428 | 415,685 | 273,050 | 215,925 | |||||||||||||||
26
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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 this report.
The following table presents summary consolidated financial data for our fiscal years ended
September 30, 2011 (“current year” or “fiscal 2011”), September 30, 2010 (“prior year” or “fiscal
2010”) and September 30, 2009 (“fiscal 2009”).
Summary Financial Data
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Revenues:
|
||||||||||||
|
Sales
|
$ | 494,562 | $ | 411,865 | $ | 329,923 | ||||||
|
Pawn service charges
|
201,135 | 163,695 | 130,169 | |||||||||
|
Signature loan fees
|
150,250 | 139,315 | 133,344 | |||||||||
|
Auto title loan fees
|
21,701 | 17,707 | 3,589 | |||||||||
|
Other
|
1,669 | 463 | 431 | |||||||||
|
|
||||||||||||
|
Total revenues
|
869,317 | 733,045 | 597,456 | |||||||||
|
Cost of goods sold
|
295,620 | 251,122 | 203,589 | |||||||||
|
Signature loan bad debt
|
36,328 | 31,709 | 33,553 | |||||||||
|
Auto title loan bad debt
|
2,431 | 2,735 | 380 | |||||||||
|
|
||||||||||||
|
Net revenues
|
$ | 534,938 | $ | 447,479 | $ | 359,934 | ||||||
|
|
||||||||||||
|
Net Income
|
$ | 122,159 | $ | 97,294 | $ | 68,472 | ||||||
|
|
||||||||||||
In fiscal 2011, we reclassified fees from our Product Protection Plan and Jewelry VIP Program
as well as layaway fees from “Other” revenue to “Sales,” as fees from these products are incidental
to sales of merchandise. Prior year figures have been reclassified to conform to this presentation
and margins have been recalculated accordingly throughout management’s discussion and analysis.
Overview
We are a leading provider of specialty consumer financial services. We provide collateralized,
non-recourse loans, commonly known as pawn loans, and a variety of short-term consumer loans
including payday loans, installment loans and auto title loans, and in Texas only, fee-based credit
services to customers seeking loans.
At September 30, 2011, we operated a total of 1,111 locations, consisting of 433 U.S. pawn stores
(operating as EZPAWN or Value Pawn), 178 pawn stores in Mexico (operating as Empeño Fácil or Empeñe
Su Oro), 436 U.S. financial services stores (operating primarily as EZMONEY), 49 financial services
stores in Canada (operating as CASHMAX) and 15 financial and retail services stores (operating as
Cash Converters). In addition, we are the franchisor for 13 franchised Cash Converters stores in
Canada. We also own almost 30% of Albemarle & Bond Holdings PLC, one of the U.K.’s largest
pawnbroking businesses with over 150 stores, and almost 33% of Cash Converters International
Limited, which franchises and operates a worldwide network of over 600 locations that buy and sell
second-hand merchandise and offer financial services.
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Our business consists of three reportable segments: The U.S. Pawn Operations, which operates only
in the United States; Empeño Fácil, which operates only in Mexico; and EZMONEY Operations which
operates 430 stores in the United States and 64 stores in Canada. The following tables present
stores by segment:
| Fiscal Year Ended September 30, 2011 | ||||||||||||||||||||
| Company-owned Stores | ||||||||||||||||||||
| U.S. Pawn | Empeño | EZMONEY | ||||||||||||||||||
| Operations | Fácil | Operations | Consolidated | Franchises | ||||||||||||||||
|
Stores in operation:
|
||||||||||||||||||||
|
Beginning of period
|
396 | 115 | 495 | 1,006 | — | |||||||||||||||
|
New openings
|
10 | 57 | 15 | 82 | 1 | |||||||||||||||
|
Acquired
|
34 | 6 | — | 40 | 13 | |||||||||||||||
|
Sold, combined, or closed
|
(1 | ) | — | (16 | ) | (17 | ) | (1 | ) | |||||||||||
|
|
||||||||||||||||||||
|
End of period
|
439 | 178 | 494 | 1,111 | 13 | |||||||||||||||
|
|
||||||||||||||||||||
|
Average number of stores during the period
|
415 | 145 | 497 | 1,058 | 6 | |||||||||||||||
| Fiscal Year Ended September 30, 2010 | ||||||||||||||||||||
| Company-owned Stores | ||||||||||||||||||||
| U.S. Pawn | Empeño | EZMONEY | ||||||||||||||||||
| Operations | Fácil | Operations | Consolidated | Franchises | ||||||||||||||||
|
Stores in operation:
|
||||||||||||||||||||
|
Beginning of period
|
375 | 62 | 473 | 910 | — | |||||||||||||||
|
New openings
|
7 | 53 | 51 | 111 | — | |||||||||||||||
|
Acquired
|
16 | — | — | 16 | — | |||||||||||||||
|
Sold, combined, or closed
|
(2 | ) | — | (29 | ) | (31 | ) | — | ||||||||||||
|
|
||||||||||||||||||||
|
End of period
|
396 | 115 | 495 | 1,006 | — | |||||||||||||||
|
|
||||||||||||||||||||
|
Average number of stores during the period
|
381 | 84 | 481 | 946 | — | |||||||||||||||
| Fiscal Year Ended September 30, 2009 | ||||||||||||||||||||
| Company-owned Stores | ||||||||||||||||||||
| U.S. Pawn | Empeño | EZMONEY | ||||||||||||||||||
| Operations | Fácil | Operations | Consolidated | Franchises | ||||||||||||||||
|
Stores in operation:
|
||||||||||||||||||||
|
Beginning of period
|
300 | 38 | 471 | 809 | — | |||||||||||||||
|
New openings
|
— | 23 | 19 | 42 | — | |||||||||||||||
|
Acquired
|
77 | 1 | — | 78 | — | |||||||||||||||
|
Sold, combined, or closed
|
(2 | ) | — | (17 | ) | (19 | ) | — | ||||||||||||
|
|
||||||||||||||||||||
|
End of period
|
375 | 62 | 473 | 910 | — | |||||||||||||||
|
|
||||||||||||||||||||
|
Average number of stores during the period
|
360 | 45 | 473 | 878 | — | |||||||||||||||
Pawn and Retail Activities
We earn pawn service charge revenues on our pawn lending. While allowable service charges vary by
state and loan size, a majority of our U.S. pawn loans earn 20% per month. Our average U.S. pawn
loan amount typically ranges between $125 and $135 but varies depending on the valuation of each
item pawned. The total U.S. loan term ranges between 60 and 120 days, consisting of the primary
term and grace period. In Mexico, pawn service charges range from 15% to 21% per month, including
applicable taxes, with the majority of loans earning 21%. The total Mexico pawn loan term is 40
days, consisting of the primary term and grace period. Individual loans are made in Mexican pesos
depending on the valuation of each item pawned, but typically equate to between $65 and $70 U.S.
dollars.
In our pawn stores and certain financial services stores, we acquire inventory for retail sales
through pawn loan forfeitures and through purchases of customers’ merchandise and purchases of new
or refurbished merchandise from third party vendors. 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. Margins achieved upon
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sale of inventory are a function of the assessment of value at the time the pawn loan was
originated or, in the case of purchased merchandise, the purchase price.
We record an inventory 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 generally has greater inherent commodity value. At September 30, 2011 our total
allowance was 9.5% of gross inventory compared to 7.4% at September 30, 2010. Changes in the
valuation allowance are charged to merchandise cost of goods sold.
Signature Loan and Auto Title Loan Activities
At September 30, 2011, 286 of our U.S. financial services stores and 25 of our U.S. pawn stores in
Texas offered credit services to customers seeking short-term consumer loans from unaffiliated
lenders. We do not participate in any of the loans made by the lenders, but earn a fee for helping
customers obtain credit and for enhancing customers’ creditworthiness by providing letters of
credit to the unaffiliated lenders. Customers may obtain two types of signature loans from the
unaffiliated lenders. In all stores offering signature loan credit services, customers can obtain
payday loans, with principal amounts up to $1,500 but averaging about $520. Terms of these loans
are generally less than 30 days, averaging about 16 days, with due dates corresponding with the
customers’ next payday. We typically earn a fee of 22% of the loan amount for our credit services
offered in connection with payday loans. In 286 of the U.S. financial services stores offering
credit services, customers can obtain longer-term unsecured installment loans from the unaffiliated
lenders. The installment loans offered in connection with our credit services typically carry
terms of about five months with ten equal installment payments, including principal amortization,
due on customers’ paydays. Installment loan principal amounts range from $1,525 to $3,000, but
average about $2,015. With each semi-monthly or bi-weekly installment payment, we earn a fee of
10% of the initial loan amount. At September 30, 2011, payday loans comprised 94% of the balance
of signature loans brokered through our credit services, and installment loans comprised the
remaining 6%.
Outside of Texas, we earn signature loan fee revenue on our payday loans. In 15 U.S. pawn stores,
74 U.S. financial services stores and 64 Canadian financial services stores we make payday loans
subject to state or provincial law. The average payday loan amount is approximately $435 and the
term is generally less than 30 days, averaging about 16 days. We typically charge a fee of 15% to
22% of the loan amount. In 117 of our U.S. financial services stores and three U.S. pawn stores,
we make installment loans subject to state law. These installment loans carry a term of four to
seven months, with a series of equal installment payments including principal amortization, due
monthly, semi-monthly or on the customers’ paydays. Total interest and fees on these loans vary in
accordance with state law and loan terms, but over the entire loan term, total approximately 45% to
130% of the original principal amount of the loan. We began offering installment loans rather than
payday loans in Colorado in August 2010, in Wisconsin in January 2011 and in Missouri in June 2011.
Installment loan principal amounts range from $100 to $3,000, but average approximately $530.
At September 30, 2011, 397 of our U.S. financial services stores and 44 of our U.S. pawn stores
offered auto title loans or, in Texas, credit services to assist customers in obtaining auto title
loans from unaffiliated lenders. Auto title loans are 30-day loans secured by the titles to
customers’ automobiles. Loan principal amounts range from $100 to $10,000, but average about $810.
We earn a fee of 12.5% to 25% of auto title loan amounts.
Acquisitions
In the fiscal year ended September 30, 2010, we acquired 16 pawn stores located in the Chicago
metropolitan area, Central and South Florida, Corpus Christi, Texas and Las Vegas, Nevada for
approximately $21.8 million in cash. In the year ended September 30, 2011, we acquired 40 pawn
stores located in the Chicago metropolitan area, Georgia, Central and South Florida, Iowa,
Wisconsin, Utah and the Mexican states of Hidalgo and Tlaxcala for approximately $66.2 million in
cash and the issuance of approximately 0.2 million shares of EZCORP stock valued at $7.3 million.
All stores were acquired as part of our continuing strategy to acquire pawn stores to enhance and
diversify our earnings. The results of all acquired stores have been consolidated with our results
since their acquisition. In April 2011 we also acquired the trademark and licensing rights of Cash
Converters in Canada, including rights to receive fees from 13 stores operated by franchisees in
Canada.
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Other
Included in the current year-to-date period results is a pre-tax administrative expense charge of
$10.9 million related to the October 2010 retirement of our former Chief Executive Officer,
including $3.4 million attributable to a cash payment and $7.5 million attributable to the vesting
of restricted stock. The current year-to-date period income tax expense reflects a $3.8 million
tax benefit related to this charge.
Critical Accounting Policies and Estimates
Management’s Discussion and Analysis of Financial Condition and Results of Operations are based
upon our consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. 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 on-going basis, we evaluate our estimates and judgments, including those related to revenue
recognition, inventory, loan loss allowances, long-lived and intangible assets, income taxes,
contingencies and litigation. We base our estimates on historical experience, observable trends
and various other assumptions that we believe to be 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 from the estimates under different
assumptions or conditions.
We believe the following critical accounting policies and estimates could have a significant impact
on our results of operations. You should refer to Note A of our consolidated financial statements
for a more complete review of other accounting policies and estimates used in the preparation of
our consolidated financial statements.
Pawn Loan and Sales Revenue Recognition:
We record pawn service charges using the interest method
for all pawn loans we believe to be collectible. We base our estimate of collectible loans on
several factors, including recent redemption rates, historical trends in redemption rates and the
amount of loans due in the following two months. Unexpected variations in any of these factors
could change our estimate of collectible loans, affecting our earnings and financial condition. If
a pawn loan is not repaid, we value the forfeited collateral (inventory) at the lower of cost (pawn
loan principal) or market value of the property. We record sales revenue and the related cost when
this inventory is sold, or when we receive the final payment on a layaway sale. Sales tax
collected upon the sale of inventory is excluded from the amount recognized as sales and instead
recorded as a liability in “Accounts payable and other accrued expenses” on our balance sheets
until remitted to the appropriate governmental authorities.
Signature Loan Credit Service Fee Revenue Recognition:
We earn credit service fees when we assist
customers in obtaining signature loans from unaffiliated lenders. We initially defer recognition
of the fees we expect to collect, net of direct expenses, and recognize that deferred net amount
over the life of the related loans. We reserve the percentage of credit service fees we expect not
to collect. Accrued fees related to defaulted loans reduce credit service fee revenue upon loan
default, and increase credit service fee revenue upon collection. Signature loan credit service
fee revenue is included in “Signature loan fees” on our statements of operations.
Signature Loan Credit Service Bad Debt:
We issue letters of credit to enhance the creditworthiness
of our customers seeking signature loans from unaffiliated lenders. The letters of credit assure
the lenders that if borrowers default on the loans, we will pay the lenders, upon demand, the
principal, accrued interest and late fees owed to the lenders by the borrowers plus any
insufficient funds fees. Although amounts paid under letters of credit may be collected later, we
charge those amounts to signature loan bad debt upon default. We record recoveries under the
letters of credit as a reduction of bad debt at the time of collection. After attempting
collection of bad debts internally, we occasionally sell them to an unaffiliated company as another
method of recovery, and record the proceeds from such sales as a reduction of bad debt at the time
of the sale.
The majority of our credit service customers obtain short-term signature loans with a single
maturity date. These short-term loans, with maturity dates averaging about 16 days, are considered
defaulted if they have not been repaid or renewed by the maturity date. Other credit service
customers obtain installment loans with a series of payments due over as much as a seven-month
period. If one payment of an installment loan is delinquent, that one payment is
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considered defaulted. If more than one installment payment is delinquent at any time, the entire
loan is considered defaulted.
Allowance for Losses on Signature Loan Credit Services:
We provide an allowance for losses we
expect to incur under letters of credit for brokered signature loans that have not yet matured.
The allowance is based on recent loan default experience adjusted for seasonal variations. It
includes all amounts we expect to pay to the unaffiliated lenders upon loan default, including loan
principal, accrued interest and insufficient funds fees, net of the amounts we expect to collect
from borrowers (collectively, “Expected LOC Losses”). Changes in the allowance are charged to
signature loan bad debt. We include the balance of Expected LOC Losses in “Accounts payable and
other accrued expenses” on our balance sheets. Based on the expected loss and collection
percentages, we also provide an allowance for the signature loan credit service fees we expect not
to collect, and charge changes in this allowance to signature loan fee revenue.
Signature Loan Revenue Recognition:
We accrue fees in accordance with state and provincial laws on
the percentage of signature loans (payday loans and installment loans) we have made that we believe
to be collectible. Accrued fees related to defaulted loans reduce fee revenue upon loan default,
and increase fee revenue upon collection.
Signature Loan Bad Debt:
We consider a payday loan defaulted if it has not been repaid or renewed
by the maturity date. If one payment of an installment loan is delinquent, that one payment is
considered defaulted. If more than one installment payment is delinquent at any time, the entire
installment loan is considered defaulted. Although defaulted loans may be collected later, we
charge the loan principal to signature loan bad debt upon default, leaving only active loans in the
reported balance. We record collections of principal as a reduction of signature loan bad debt
when collected. After attempting collection of bad debts internally, we occasionally sell them to
an unaffiliated company as another method of recovery and record the proceeds from such sales as a
reduction of bad debt at the time of sale.
Signature Loan Allowance for Losses:
We provide an allowance for losses on signature loans that
have not yet matured and related fees receivable, based on recent loan default experience adjusted
for seasonal variations. We charge any changes in the principal valuation allowance to signature
loan bad debt. We record changes in the fee receivable valuation allowance to signature loan fee
revenue.
Auto Title Loan Credit Service Fee Revenue Recognition:
We earn auto title credit service fees
when we assist customers in obtaining auto title loans from unaffiliated lenders. We recognize the
fee revenue ratably over the life of the loan, and reserve the percentage of fees we expect not to
collect. Auto title loan credit service fee revenue is included in “Auto title loan fees” on our
statements of operations.
Bad Debt and Allowance for Losses on Auto Title Loan Credit Services:
We issue letters of credit
to enhance the creditworthiness of our customers seeking auto title loans from unaffiliated
lenders. The letters of credit assure the lenders that if borrowers default on the loans, we will
pay the lenders, upon demand, all amounts owed to the lenders by the borrowers plus any late fees.
Through a charge to auto title loan bad debt, we provide an allowance for losses we expect to incur
under letters of credit for brokered auto title loans, and record actual charge-offs against this
allowance. The allowance includes all amounts we expect to pay to the unaffiliated lenders upon
loan default, including principal, accrued interest and late fees, net of the amounts we expect to
collect from borrowers or through the sale of repossessed vehicles. We include the allowance for
expected losses in “Accounts payable and other accrued expenses” on our balance sheets.
Auto Title Loan Revenue Recognition:
We accrue fees in accordance with state laws on the
percentage of auto title loans we have made that we believe to be collectible. We recognize the
fee revenue ratably over the life of the loan.
Auto Title Loan Bad Debt and Allowance for Losses:
Based on historical collection experience, the
age of past-due loans and amounts we expect to receive through the sale of repossessed vehicles, we
provide an allowance for losses on auto title loans and related fees receivable. We charge any
increases in the principal valuation allowance to auto title loan bad debt and charge uncollectable
loans against this allowance. We record changes in the fee receivable valuation allowance to auto
title loan fee revenue.
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Income Taxes:
We account for income taxes using the asset and liability method. Deferred tax
assets and liabilities are recognized for the future tax consequences attributable to differences
between the financial statement carrying value of assets and liabilities and their tax basis and
for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which the related
temporary differences are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized when the rate change is enacted.
Stock Compensation
:
We account for stock compensation in accordance with the fair value
recognition provisions of FASB ASC 718-10-25 (Compensation — Stock Compensation). The fair value
of restricted shares is measured as the closing market price of our stock on the date of grant,
which is amortized over the vesting period for each grant. When granted, our policy is to estimate
the grant-date fair value of options using the Black-Scholes-Merton option-pricing model and
amortize that fair value to compensation expense on a ratable basis over the options’ vesting
periods.
Fair Value of Financial Instruments:
We have elected not to measure at fair value any eligible
items for which fair value measurement is optional. We determine the fair value of financial
instruments by reference to various market data and other valuation techniques, as appropriate.
Unless otherwise disclosed, the fair values of financial instruments approximate their recorded
values, due primarily to their short-term nature. The recorded value of our outstanding debt is
assumed to estimate its fair value, as it has no prepayment penalty and a floating interest rate
based on market rates.
Acquisitions:
We adopted Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) 805-10-65 (Business Combinations — Revised) on October 1, 2009, and have
applied it prospectively to all business acquisitions completed since that date. In accordance
with FASB ASC 805-10-65, we allocate the total acquisition price to the fair value of assets and
liabilities acquired and now immediately expense transaction costs that would have been included in
the purchase price allocation under previous accounting standards.
Results of Operations
Fiscal 2011 Compared to Fiscal 2010
The following discussion compares our results of operations for the year ended September 30, 2011
to the year ended September 30, 2010. It should be read with the accompanying consolidated
financial statements and related notes.
In fiscal 2011, consolidated total revenues increased 19%, or $136.3 million, to $869.3 million,
compared to the prior year. Same store total revenues increased $70.4 million, or 10%, and new and
acquired stores contributed $65.9 million. Net income increased 26% or $24.9 million. Excluding
the onetime $10.9 million charge related to the retirement of our former Chief Executive Officer
and the related tax benefit, net income increased 33% to $129.3 million from $97.3 million in the
prior year.
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U.S. Pawn Operations Segment
The following table presents selected financial data for the U.S. Pawn Operations segment:
| Fiscal Years Ended September 30, | ||||||||
| 2011 | 2010 | |||||||
| (Dollars in thousands) | ||||||||
|
Merchandise sales
|
$ | 256,643 | $ | 226,424 | ||||
|
Jewelry scrapping sales
|
195,276 | 163,667 | ||||||
|
Pawn service charges
|
184,234 | 154,505 | ||||||
|
Signature loan fees
|
2,501 | 1,930 | ||||||
|
Auto title loan fees
|
1,539 | 1,659 | ||||||
|
Other
|
634 | 442 | ||||||
|
|
||||||||
|
Total revenues
|
640,827 | 548,627 | ||||||
|
Merchandise cost of goods sold
|
147,239 | 131,825 | ||||||
|
Jewelry scrapping cost of goods sold
|
120,767 | 104,531 | ||||||
|
Signature loan bad debt
|
923 | 641 | ||||||
|
Auto title loan bad debt
|
165 | 236 | ||||||
|
|
||||||||
|
Net revenues
|
371,733 | 311,394 | ||||||
|
Operations expense
|
177,191 | 161,145 | ||||||
|
|
||||||||
|
Store operating income
|
$ | 194,542 | $ | 150,249 | ||||
|
|
||||||||
|
Other data:
|
||||||||
|
Gross margin on merchandise sales
|
42.6 | % | 41.8 | % | ||||
|
Gross margin on jewelry scrapping sales
|
38.2 | % | 36.1 | % | ||||
|
Gross margin on total sales
|
40.7 | % | 39.4 | % | ||||
|
Average pawn loan balance per pawn store at period end
|
$ | 311 | $ | 292 | ||||
|
Average yield on pawn loan portfolio (a)
|
158 | % | 156 | % | ||||
|
Pawn loan redemption rate
|
81.1 | % | 80.5 | % | ||||
| (a) | Average yield on pawn loan portfolio is calculated as pawn service charge revenues for the period divided by the average pawn loan balance during the period. |
The U.S. Pawn Operations segment total revenues increased $92.2 million, or 17%, from the
prior year to $640.8 million. Same store total revenues increased $46.7 million, or 9% and new and
acquired stores net of closed stores contributed $45.5 million. The overall increase in total
revenues comprised a $61.8 million increase in merchandise and jewelry scrapping sales, a $29.7
million increase in pawn service charges, and minor increases in loan fees and other revenues. In
fiscal 2011, we acquired 34 U.S. pawn stores for $68.3 million, and we opened 10 new U.S. pawn
stores. As part of these acquisitions, we began operations in three new states; Iowa, Utah and
Wisconsin, bringing the total number of states in which we have pawn operations to 16 at September
30, 2011.
Our current year U.S. pawn service charge revenue increased 19%, or $29.7 million, from the prior
year to $184.2 million. Same store pawn service charges increased $18.4 million, or 12%, with new
and acquired stores net of closed stores contributing $11.3 million. The same store improvement
was due to a higher average same store pawn loan balance coupled with higher yield. The yield
improved primarily due to a slightly higher loan redemption rate as we continued to focus on loan
values and better qualifying customers to determine those that prefer to sell their merchandise
rather than use it as collateral for a loan. Inventory purchases represented 30% of all inventory
additions during the year.
The current year merchandise sales gross profit increased $14.8 million, or 16%, from the prior
year to $109.4 million. This was due to a $13.0 million, or 6%, increase in same store sales, a
$17.2 million increase in sales from new and acquired stores net of closed stores, and a 0.8
percentage point improvement in gross margins.
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Gross profit on jewelry scrapping sales increased $15.4 million, or 26%, from the prior year to
$74.5 million. Jewelry scrapping revenues increased $31.6 million, or 19%, due to a 28% increase
in proceeds realized per gram of gold jewelry scrapped partially offset by a 9% decrease in gold
volume. Same store jewelry scrapping sales increased $15.7 million, or 10%, and new and acquired
stores contributed $15.9 million. Jewelry scrapping sales include the sale of approximately $8.1
million of loose diamonds removed from scrap jewelry in the current year and $3.2 million in the
prior year. As a result of the higher average cost per gram of jewelry scrapped, scrap cost of
goods increased $16.2 million, or 16%.
Operations expense increased to $177.2 million (48% of net revenues) in the current year from
$161.1 million (52% of net revenues) in the prior year. The dollar increase in expense was
primarily due to higher operating costs resulting from new and acquired stores. The improvement as
a percent of net revenues is from greater scale at same stores and from expense management
improvements made at acquired and existing stores.
In the current year, the $60.1 million greater net revenue from pawn activities, the $0.2 higher
signature and auto title loan contribution, and the $16.0 million higher operations expense
resulted in a $44.3 million overall increase in store operating income from the U.S. Pawn
Operations segment. For the current year, the U.S. Pawn segment contributed 73% of consolidated
store operating income compared to 71% in the prior year.
Empeño Fácil Segment
The following table presents selected financial data for the Empeño Fácil segment after translation
to U.S. dollars from its functional currency of the Mexican peso:
| Fiscal Years Ended September 30, | ||||||||
| 2011 | 2010 | |||||||
| (Dollars in thousands) | ||||||||
|
Merchandise sales
|
$ | 25,237 | $ | 14,030 | ||||
|
Jewelry scrapping sales
|
15,997 | 7,389 | ||||||
|
Pawn service charges
|
16,901 | 9,190 | ||||||
|
Other
|
122 | — | ||||||
|
|
||||||||
|
Total revenues
|
58,257 | 30,609 | ||||||
|
Merchandise cost of goods sold
|
14,672 | 8,459 | ||||||
|
Jewelry scrapping cost of goods sold
|
12,205 | 6,137 | ||||||
|
|
||||||||
|
Net revenues
|
31,380 | 16,013 | ||||||
|
Operations expense
|
20,636 | 11,658 | ||||||
|
|
||||||||
|
Store operating income
|
$ | 10,744 | $ | 4,355 | ||||
|
|
||||||||
|
Other data:
|
||||||||
|
Gross margin on merchandise sales
|
41.9 | % | 39.7 | % | ||||
|
Gross margin on jewelry scrapping sales
|
23.7 | % | 16.9 | % | ||||
|
Gross margin on total sales
|
34.8 | % | 31.9 | % | ||||
|
Average pawn loan balance per pawn store at period end
|
$ | 61 | $ | 63 | ||||
|
Average yield on pawn loan portfolio (a)
|
187 | % | 182 | % | ||||
|
Pawn loan redemption rate
|
73.5 | % | 75.2 | % | ||||
| (a) | Average yield on pawn loan portfolio is calculated as pawn service charge revenues for the period divided by the average pawn loan balance during the period. |
The average exchange rate used to translate Empeño Fácil’s current year results from Mexican
pesos to U.S. dollars was 12.1 pesos to the dollar, 6% stronger than in the prior year. Store
operating income increased 147% in U.S. dollars and 134% in peso terms. The 96% increase in net
revenues was partially offset by higher costs from new stores. We expect new stores will be a drag
on earnings until they become profitable in their second year of operation. Approximately 32% of
the stores open at September 30, 2011 had been open less than one year. We opened 57 new stores in
the current year, 14 of which are Empeñe Su Oro jewelry-only pawn stores. These jewelry-
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only stores are smaller and require less staff than our full-line pawn stores, but also carry
smaller average loan balances per store.
Empeño Fácil’s total revenues increased $27.6 million, or 90%, in the current year to $58.3
million. Same store total revenues increased $10.5 million or 34%, and new and acquired stores
contributed $17.1 million. The overall increase in total revenues comprised a $19.8 million
increase in merchandise and jewelry scrapping sales, a $7.7 million increase in pawn service
charges and a $0.1 million increase in other revenues.
Empeño Fácil’s pawn service charge revenues increased $7.7 million, or 84%, in the current year to
$16.9 million. Same store pawn service charges increased approximately $3.4 million, or 37%, and
new and acquired stores contributed $4.3 million. The same store increase was due to an
improvement in the average pawn loan yield coupled with an increase in average loan balance during
the period. The yield increased primarily due to an increase in pawn service charge rates in
certain geographic areas compared to the prior year, partially offset by a lower loan redemption
rate.
Merchandise gross profit increased $5.0 million, or 90%, from the prior year to $10.6 million.
This was due to a $4.2 million, or 30%, same store sales increase and $7.0 million in sales from
new and acquired stores in addition to a 2.2 percentage point increase in gross margins to 41.9%.
Gross profit on jewelry scrapping sales increased $2.5 million, or 203%, from the prior year to
$3.8 million. Jewelry scrapping revenues increased $8.6 million, or 116%, due to 107% increase in
gold volume and a 5% increase in proceeds realized per gram of gold jewelry scrapped. Same store
jewelry scrapping sales increased $2.9 million, or 40%, and new and acquired stores contributed
$5.7 million. The significant volume increase and the margin increase are due primarily to the
continued maturation of our Empeñe Su Oro jewelry-only stores. As a result of the greater volume,
scrap cost of goods increased $6.1 million.
Operations expense increased to $20.6 million (66% of net revenues) in the current year from $11.7
million (73% of net revenues) in the prior year. The increase was due primarily to the addition of
63 stores through greenfield and acquisitions.
In the current year, the $15.4 million greater net revenues were partially offset by the $9.0
million higher operations expense, resulting in a $6.4 million increase in store operating income
for the segment. Empeño Fácil contributed 4% of consolidated store operating income in the current
year compared to 2% in the prior year.
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EZMONEY Operations Segment
The following table presents selected financial data for the EZMONEY Operations segment:
| Fiscal Years Ended September 30, | ||||||||
| 2011 | 2010 | |||||||
| (Dollars in thousands) | ||||||||
|
Signature loan fees
|
$ | 147,749 | $ | 137,385 | ||||
|
Auto title loan fees
|
20,162 | 16,048 | ||||||
|
Merchandise sales
|
203 | — | ||||||
|
Jewelry scrapping sales
|
1,206 | 355 | ||||||
|
Other
|
913 | 21 | ||||||
|
|
||||||||
|
Total revenues
|
170,233 | 153,809 | ||||||
|
Signature loan bad debt
|
35,405 | 31,068 | ||||||
|
Auto title loan bad debt
|
2,266 | 2,499 | ||||||
|
Merchandise cost of goods sold
|
149 | — | ||||||
|
Jewelry scrapping cost of goods sold
|
588 | 170 | ||||||
|
|
||||||||
|
Net revenues
|
131,825 | 120,072 | ||||||
|
Operations expense
|
69,225 | 63,861 | ||||||
|
|
||||||||
|
Store operating income
|
$ | 62,600 | $ | 56,211 | ||||
|
|
||||||||
|
Other data:
|
||||||||
|
Signature loan bad debt as a percent of signature loan fees
|
24.0 | % | 22.6 | % | ||||
|
Auto title loan bad debt as a percent of auto title loan fees
|
11.2 | % | 15.6 | % | ||||
|
Average signature loan balance per store offering signature loans at period end (a)
|
$ | 63 | $ | 67 | ||||
|
Average auto title loan balance per store offering auto title loans at period end (b)
|
$ | 21 | $ | 23 | ||||
| (a) | Signature loan balances include payday and installment loans (net of valuation allowance) recorded on our balance sheet and the principal portion of active signature loans outstanding from unaffiliated lenders, the balance of which is not included on our balance sheet. | |
| (b) | Auto title loan balances include title loans (net of valuation allowance) recorded on our balance sheet and the principal portion of active brokered loans outstanding from unaffiliated lenders, the balance of which is not included on our balance sheet. |
The EZMONEY Operations segment total revenues increased $16.4 million, or 11%, to $170.2
million, compared to the prior year. This was due to a $13.1 million, or 9%, increase in same
store total revenues and $3.3 million of total revenues at new stores net of closed or consolidated
stores. The overall increase in total revenues comprised a $10.4 million increase in signature
loan revenues, including installment loans and payday loans, a $4.1 million increase in auto title
loan fees and smaller increases in other revenues. In August 2010, January 2011 and July 2011 we
introduced installment loans as a replacement product for payday loans in Colorado, Wisconsin and
Missouri, respectively following the introduction of new laws governing payday loans in those
states. This contributed to the migration of some of our signature loan balances from payday loans
to installment loans.
In the current year, we opened 15 stores in Canada and closed two, bringing our total at September
30, 2011 to 64. Also, in the current year, we closed 14 EZMONEY stores in the U.S., bringing our
total there to 430.
EZMONEY’s total signature loan revenues increased $10.4 million or 8% and same store signature loan
revenues increased $8.0 million, or 6% due to the growth in loan volume, particularly installment
loans, which continue to mature following their introduction in Colorado, Wisconsin and Missouri as
a replacement for payday loans. Signature loan net revenue increased $6.0 million, or 6%,
compared to fiscal 2010 to $112.3 million due to increased loan volume offset by a 1.4
percentage point increase in bad debt expressed as a percentage of fees to
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24.0%. The increase in bad debt was in part due to the transition to a lower yielding product in
Colorado and in part due to operational changes, including underwriting changes, made during the
year, which have since been addressed.
The segment’s net revenues from auto title loans increased $4.3 million or 32% to $17.9 million
compared to $13.5 million in the prior year. Same store auto title loan fees increased $4.3
million or 28%. The same store increase resulted primarily from an increase in gross revenues as
the product matures, partially offset by the regulatory elimination of auto tile loans in Wisconsin
from January 1, 2011 to June 30, 2011, and a 4.4 percentage point improvement in bad debt to 11.2%
of related fees. The improvement in bad debt was due to improvements in execution, enhanced
productivity and use of technology in our collections department. Following a favorable legislative
change, auto title loans were re-introduced in Wisconsin effective July 1, 2011.
The EZMONEY Operations segment began buying and scrapping gold jewelry in the prior year. The
segment generated $0.6 million of jewelry scrapping profit in the current year, with a 51% gross
margin compared to $0.2 million with a 52% gross margin in the prior year.
In April 2011, we acquired the Cash Converters franchise rights for Canada, which allows us to open
new stores and operate our Canadian stores as Cash Converters stores. By September 30, 2011, we
had 15 Canadian stores buying and selling second-hand goods, in addition to offering payday loans,
under the Cash Converters brand. We also began receiving franchise fees from franchisees, which
made up the majority of the increase in the segment’s other revenues. Merchandise sales in the
current year-to-date period were nominal. We expect to rebrand most of our remaining Canadian
stores as Cash Converters stores during fiscal year 2012.
Operations expense increased to $69.2 million (53% of net revenues) from $63.9 million (53% of net
revenues) in the prior year. The increase was mostly from additional labor, rent and other costs
at new stores net of closed stores, as operating expenses in our stores opened less than one year,
more than offset the decrease due to store closures.
In the current year, the $6.0 million increase in net revenues from signature loans, $4.3 million
increase in net revenues from auto title loans, the $0.6 million in scrap sales gross profit and
$0.9 million in other revenues were partially offset by $5.4 million greater operations expense,
resulting in a $6.4 million net increase in store operating income from the EZMONEY Operations
segment. For the current year, EZMONEY Operations contributed 23% of consolidated store operating
income compared to 27% in fiscal 2010.
Other Items
The following table reconciles our consolidated store operating income discussed above to net
income, including items that affect our consolidated financial results but are not allocated among
segments:
| Fiscal Years Ended September 30, | ||||||||
| 2011 | 2010 | |||||||
| (Dollars in thousands) | ||||||||
|
Consolidated store operating income
|
$ | 267,886 | $ | 210,815 | ||||
|
Administrative expenses
|
75,270 | 52,740 | ||||||
|
Depreciation and amortization
|
18,344 | 14,661 | ||||||
|
(Gain) loss on sale / disposal of assets
|
309 | 1,528 | ||||||
|
Interest income
|
(37 | ) | (186 | ) | ||||
|
Interest expense
|
1,690 | 1,385 | ||||||
|
Equity in net income of unconsolidated affiliates
|
(16,237 | ) | (10,750 | ) | ||||
|
Other
|
(164 | ) | (93 | ) | ||||
|
|
||||||||
|
Consolidated income before income taxes
|
188,711 | 151,530 | ||||||
|
Income tax expense
|
66,552 | 54,236 | ||||||
|
|
||||||||
|
Net income
|
$ | 122,159 | $ | 97,294 | ||||
|
|
||||||||
Administrative expenses in the current year were $75.3 million (14% of net revenues) compared
to $52.7 million (12% of net revenues) in the prior year. This increase is primarily due to a
pre-tax charge of $10.9 million related to the retirement of our former Chief Executive Officer.
This charge included $3.4 million attributable to a cash
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payment and $7.5 million attributable to the accelerated vesting of restricted stock. Excluding
this charge, administrative expense increased $11.6 million over the prior year and remained
unchanged at 12% of net revenues.
Depreciation and amortization expense was $18.3 million in the current year, compared to $14.7
million in the prior year. Depreciation on assets placed in service, primarily related to acquired
pawn stores and new stores, was partially offset by assets that were retired or became fully
depreciated during the year.
In the current year, we recognized $0.3 million in losses on disposal of assets, as losses related
to store closures were partially offset by gains on disposal of other assets. In the prior year we
recognized a $1.5 million loss on store closures or consolidations including a charge for 11 store
closures following the passage of legislation negative to the payday lending industry in Colorado
and Wisconsin.
Our $1.7 million net interest expense in the current year and $1.2 million in the prior year
represent primarily interest on borrowed funds, the amortization of deferred financing costs and
the commitment fee on our unused available revolving credit facility. At September 30, 2011, we had
$17.5 million in outstanding debt under our revolving credit agreement compared to $25.0 million of
term debt outstanding at the end of the prior year.
Our equity in the net income of Albemarle & Bond increased $0.5 million, or 7%, in the current year
to $7.3 million as a result of Albemarle & Bond’s higher earnings, and a slightly stronger British
pound in relation to the U.S. dollar. On November 6, 2009, we acquired 108,218,000 newly issued
shares, or approximately 30% of the capital stock of Cash Converters International Limited, a
publicly traded company headquartered in Perth, Australia for approximately AUS $54.1 million
(approximately U.S. $49.6 million). We acquired 16,200,000 additional shares on May 20, 2010 at a
cost of AUS $9.7 million (approximately U.S. $8.2 million), which increased our ownership level to
approximately 33%. In the current year our equity in the net income of Cash Converters was $8.9
million compared to $3.9 million in the prior year. As we account for our earnings from Cash
Converters on a 3-month lag, the prior year-to-date period included our pro rata share of their results of operations
for the 237-day period from our November 6, 2009 initial investment date to the June 30, 2010 end
of Cash Converters’ period.
The current year’s income tax expense was $66.6 million (35.3% of pretax income) compared to $54.2
million (35.8% of pretax income) in the prior year. The decrease in the effective tax rates is
primarily due to an increase in both domestic employment tax credits and the foreign tax credit on
overseas earnings, partially offset by the valuation allowance established for operating losses in
our Canada operations during their start-up period.
In fiscal year 2011, our net income increased $24.9 million, or 26%, to $122.2 million in fiscal
2011. Excluding the one-time $10.9 million charge related to the retirement of our former Chief
Executive Officer and the related tax benefit, net income increased 33% to $129.3 million from
$97.3 million in the prior year.
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Table of Contents
Fiscal 2010 Compared to Fiscal 2009
The following discussion compares our results of operations for the year ended September 30, 2010
to the year ended September 30, 2009. It should be read with the accompanying consolidated
financial statements and related notes.
U.S. Pawn Operations Segment
The following table presents selected financial data for the U.S. Pawn Operations segment:
| Fiscal Years Ended September 30, | ||||||||
| 2010 | 2009 | |||||||
| (Dollars in thousands) | ||||||||
|
Merchandise sales
|
$ | 226,424 | $ | 202,250 | ||||
|
Jewelry scrapping sales
|
163,667 | 117,013 | ||||||
|
Pawn service charges
|
154,505 | 124,396 | ||||||
|
Signature loan fees
|
1,930 | 2,293 | ||||||
|
Auto title loan fees
|
1,659 | 1,313 | ||||||
|
Other
|
442 | 431 | ||||||
|
|
||||||||
|
Total revenues
|
548,627 | 447,696 | ||||||
|
Merchandise cost of goods sold
|
131,825 | 121,170 | ||||||
|
Jewelry scrapping cost of goods sold
|
104,531 | 75,744 | ||||||
|
Signature loan bad debt
|
641 | 828 | ||||||
|
Auto title loan bad debt
|
236 | 124 | ||||||
|
|
||||||||
|
Net revenues
|
311,394 | 249,830 | ||||||
|
Operations expense
|
161,145 | 140,525 | ||||||
|
|
||||||||
|
Store operating income
|
$ | 150,249 | $ | 109,305 | ||||
|
|
||||||||
|
Other data:
|
||||||||
|
Gross margin on merchandise sales
|
41.8 | % | 40.1 | % | ||||
|
Gross margin on jewelry scrapping sales
|
36.1 | % | 35.3 | % | ||||
|
Gross margin on total sales
|
39.4 | % | 38.3 | % | ||||
|
Average pawn loan balance per pawn store at period end
|
$ | 292 | $ | 266 | ||||
|
Average yield on pawn loan portfolio (a)
|
156 | % | 150 | % | ||||
|
Pawn loan redemption rate
|
80.5 | % | 78.7 | % | ||||
| (a) | Average yield on pawn loan portfolio is calculated as annualized pawn service charge revenue for the period divided by the average pawn loan balance during the period. |
The U.S. Pawn Operations segment total revenues increased $100.9 million, or 23% from fiscal
2009 to $548.6 million. Same store total revenues increased $57.6 million, or 13%. The overall
increase in total revenues comprised a $70.8 million increase in merchandise and jewelry scrapping
sales and a $30.1 million increase in pawn service charges. In fiscal 2010, we acquired 16 U.S.
pawn stores for $21.8 million, and opened seven new U.S. pawn stores. As part of these
acquisitions, we began operations in Illinois, bringing the total number of states in which we had
pawn operations to 13 as of September 30, 2010.
Our fiscal 2010 U.S. pawn service charge revenue increased 24%, or $30.1 million, from fiscal 2009
to $154.5 million. Same store pawn service charges increased $19.4 million, or 16%, with new and
acquired stores net of closed stores contributing $10.7 million. The same store improvement was
due to a higher average same store pawn loan balance coupled with a higher yield. The yield
improved primarily due to a higher loan redemption rate as we focused on loan values and better
qualifying customers to determine those that prefer to sell their merchandise rather than use it as
collateral for a loan. Inventory purchases from customers increased 51% compared to fiscal 2009.
39
Table of Contents
Fiscal 2010 merchandise sales gross profit increased $13.5 million, or 17%, from fiscal 2009 to
$94.6 million. This was due to a $17.8 million increase in sales from new and acquired stores net
of closed stores, a 1.7 percentage point improvement in gross margin to 41.8%, and a $6.3 million
or 3% increase in same store sales.
Gross profit on jewelry scrapping sales increased $17.8 million, or 43%, from fiscal 2009 to $59.1
million on greater volume and a 0.8 percentage point improvement in gross margins to 36.1%.
Including a $14.1 million increase from stores acquired late in the first fiscal quarter of 2009,
scrapping revenues increased $46.7 million, or 40%, on 9% more volume, while proceeds realized per
gram of jewelry scrapped increased 28%. In fiscal 2010 and fiscal 2009 respectively, jewelry
scrapping sales include the sale of approximately $3.2 million and $1.2 million of loose diamonds
removed from scrapped jewelry. As a result of the greater volume and a higher average cost per
gram of jewelry scrapped, scrap cost of goods increased $28.8 million, or 38%.
Operations expense increased to $161.1 million (52% of net revenues) in fiscal 2010 from $140.5
million (56% of net revenues) in fiscal 2009. The dollar increase in expense was primarily due to
higher operating costs at new and acquired stores and higher incentive compensation. The
improvement as a percent of net revenues is attributable to greater scale at same stores and
expense management improvements made at acquired and existing stores.
In fiscal 2010, the $61.5 million greater net revenue from U.S. pawn activities, the $20.6 million
higher operations expense and offsetting changes in contributions from signature loans and auto
title loans resulted in a $40.9 million overall increase in store operating income from the U.S.
Pawn Operations segment. For fiscal 2010 and 2009, the segment comprised 71% of consolidated store
operating income.
Empeño Fácil Segment
The following table presents selected financial data for the Empeño Fácil segment after translation
to U.S. dollars from its functional currency of the Mexican peso:
| Fiscal Years Ended September 30, | ||||||||
| 2010 | 2009 | |||||||
| (Dollars in thousands) | ||||||||
|
Merchandise sales
|
$ | 14,030 | $ | 8,751 | ||||
|
Jewelry scrapping sales
|
7,389 | 1,900 | ||||||
|
Pawn service charges
|
9,190 | 5,773 | ||||||
|
Other
|
— | — | ||||||
|
|
||||||||
|
Total revenues
|
30,609 | 16,424 | ||||||
|
Merchandise cost of goods sold
|
8,459 | 5,392 | ||||||
|
Jewelry scrapping cost of goods sold
|
6,137 | 1,277 | ||||||
|
|
||||||||
|
Net revenues
|
16,013 | 9,755 | ||||||
|
Operations expense
|
11,658 | 5,833 | ||||||
|
|
||||||||
|
Store operating income
|
$ | 4,355 | $ | 3,922 | ||||
|
|
||||||||
|
Other data:
|
||||||||
|
Gross margin on merchandise sales
|
39.7 | % | 38.4 | % | ||||
|
Gross margin on jewelry scrapping sales
|
16.9 | % | 32.8 | % | ||||
|
Gross margin on total sales
|
31.9 | % | 37.4 | % | ||||
|
Average pawn loan balance per pawn store at period end
|
$ | 63 | $ | 58 | ||||
|
Average yield on pawn loan portfolio (a)
|
182 | % | 168 | % | ||||
|
Pawn loan redemption rate
|
75.2 | % | 82.3 | % | ||||
| (a) | Average yield on pawn loan portfolio is calculated as pawn service charge revenue for the period divided by the average pawn loan balance during the period. |
The average exchange rate used to translate Empeño Fácil’s fiscal 2010 results from Mexican
pesos to U.S. dollars was 5% stronger than in fiscal 2009, affecting all revenue and expense items.
Store operating income improved
40
Table of Contents
11% in dollars and 5% in peso terms. The 64% increase in net revenues was mostly offset by higher
costs from new stores that we expect will be a drag on earnings until they become profitable in
their second year of operation. Approximately 46% of the stores open at September 30, 2010 had
been open less than a year. We opened 53 new stores in fiscal 2010, 34 of which are Empeñe Su Oro
jewelry-only pawn stores. These jewelry-only stores are much smaller and require less staff than
our typical pawn stores, but also carry smaller average loan balances per store and immediately
sell for scrap any forfeited loan collateral.
Empeño Fácil’s total revenues increased $14.2 million, or 86%, in fiscal 2010 to $30.6 million.
Same store total revenues increased $6.4 million or 39%, and new stores contributed $7.8 million.
The overall increase in total revenues comprised a $10.8 million increase in merchandise and
jewelry scrapping sales and a $3.4 million increase in pawn service charges.
Empeño Fácil’s pawn service charge revenues increased $3.4 million, or 59%, in fiscal 2010 to $9.2
million. Same store pawn service charges increased approximately $1.9 million, or 34%, and new
stores contributed $1.5 million. The same store increase was due to an improvement in the average
pawn loan yield coupled with an increase in average loan balance during the period. The yield
increased primarily due to an increase in pawn service charge rates in certain geographic areas
compared to fiscal 2009, partially offset by a lower loan redemption rate.
Fiscal 2010’s merchandise gross profit increased $2.2 million, or 66%, from fiscal 2009 to $5.6
million. This was due to a $3.0 million, or 34%, same store sales increase, $2.3 million in sales
from new stores and a 1.3 percentage point increase in gross margins to 39.7%.
The gross profit on jewelry scrapping sales increased $0.6 million to $1.2 million. The $5.5
million increase in proceeds was mostly offset by a decrease in jewelry scrapping margins to 16.9%,
compared to 32.8% in fiscal 2009. The significant volume increase and the margin decrease are due
primarily to the introduction of our new Empeñe Su Oro jewelry-only pawn stores. As these new
jewelry-only stores open, the gold values employed are aggressive in the marketplace in order to
establish both the new store and the brand.
Operations expense increased to $11.7 million (73% of net revenues) in fiscal 2010 from $5.8
million (60% of net revenues) in fiscal 2009. The increase was due primarily to new stores which,
typically produce a loss in their first several quarters of operation.
In fiscal 2010, the $6.3 million greater net revenues were mostly offset by the $5.9 million higher
operations expense, resulting in a $0.4 million increase in store operating income for the segment.
Empeño Fácil made up 2% of consolidated store operating income in the fiscal 2010 compared to 3%
in fiscal 2009.
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Table of Contents
EZMONEY Operations Segment
The following table presents selected financial data for the EZMONEY Operations segment:
| Fiscal Years Ended September 30, | ||||||||
| 2010 | 2009 | |||||||
| (Dollars in thousands) | ||||||||
|
Signature loan fees
|
$ | 137,385 | $ | 131,051 | ||||
|
Auto title loan fees
|
16,048 | 2,276 | ||||||
|
Merchandise sales
|
— | — | ||||||
|
Jewelry scrapping sales
|
355 | 9 | ||||||
|
Other
|
21 | — | ||||||
|
|
||||||||
|
Total revenues
|
153,809 | 133,336 | ||||||
|
Signature loan bad debt
|
31,068 | 32,725 | ||||||
|
Auto title loan bad debt
|
2,499 | 256 | ||||||
|
Merchandise cost of goods sold
|
— | — | ||||||
|
Jewelry scrapping cost of goods sold
|
170 | 6 | ||||||
|
|
||||||||
|
Net revenues
|
120,072 | 100,349 | ||||||
|
Operations expense
|
63,861 | 59,879 | ||||||
|
|
||||||||
|
Store operating income
|
$ | 56,211 | $ | 40,470 | ||||
|
|
||||||||
|
Other data:
|
||||||||
|
Signature loan bad debt as a percent of signature loan fees
|
22.6 | % | 25.0 | % | ||||
|
Auto title loan bad debt as a percent of auto title loan fees
|
15.6 | % | 11.2 | % | ||||
|
Average signature loan balance per store offering signature loans at
period end (a)
|
$ | 67 | $ | 65 | ||||
|
Average auto title loan balance per store offering auto title loans at
period end (b)
|
$ | 23 | $ | 11 | ||||
| (a) | Signature loan balances include payday and installment loans (net of valuation allowance) recorded on our balance sheets and the principal portion of active signature loans outstanding from unaffiliated lenders, the balance of which is not included on our balance sheet. | |
| (b) | Auto title loan balances include title loans (net of valuation allowance) recorded on our balance sheets and the principal portion of active brokered loans outstanding from unaffiliated lenders, the balance of which is not included on our balance sheet. |
The EZMONEY Operations segment total revenues increased $20.5 million, or 15%, to $153.8
million, compared to fiscal 2009. This was due to a $20.8 million, or 16%, increase in same store
total revenues partially offset by a $0.3 million decrease due to closed or consolidated stores net
of revenues from new stores. The overall increase in total revenues comprised a $13.8 million
increase in auto title loan fees, a $6.3 million increase in signature loan fees, which include
both installment loans and payday loans and a $0.4 million increase in jewelry scrapping sales and
other revenues. In August 2010, we introduced installment loans in Colorado as a replacement
product for payday loans. This contributed to the migration of some customers from payday loans to
installment loans.
In fiscal 2010, we opened 50 stores in Canada and closed one, bringing our total there to 51. At
September 30, 2009 we had two Canadian stores. During fiscal 2010 we closed 28 EZMONEY stores in
the U.S., bringing our total to 444.
The segment’s signature loan net revenues increased $8.0 million, or 8%, compared to fiscal 2009.
The increase resulted primarily from the rapid growth in installment loans and a 2.4 percentage
point improvement in bad debt to 22.6% of fees, net of the drag from new stores and closed or
consolidated stores. The improvement in bad debt was due to continuing improvements in the store
level execution of servicing the customer and the loan, as well as enhanced productivity
measurement tools and enhanced use of technology in our collections department.
42
Table of Contents
The segment’s net revenues from auto title loans increased to $13.5 million in fiscal 2010 with bad
debt at 15.6% of related fees. This loan product had little volume in fiscal 2009. We expect
continued growth in the contribution from auto title loans as the product continues to mature.
The EZMONEY segment began buying and scrapping gold jewelry in fiscal 2010, generating $0.2 million
of gross profit, with a 52% gross margin.
Operations expense increased to $63.9 million (53% of net revenues) from $59.9 million (60% of net
revenues) in the fiscal 2009. The increase was mostly from additional labor, rent and other costs
at new stores net of closed stores.
In fiscal 2010, the $8.0 million increase in net revenues from signature loans, $11.5 million
increase in net revenues from auto title loans and $0.2 million in scrap sales gross profit were
partially offset by $4.0 million greater operations expense, resulting in a $15.7 million net
increase in store operating income from the EZMONEY Operations segment. For fiscal 2010 EZMONEY
Operations comprised 27% of consolidated store operating income compared to 26% in fiscal 2009.
Other Items
The following table reconciles our consolidated store operating income discussed above to net
income, including items that affect our consolidated financial results but are not allocated among
segments:
| Fiscal Years Ended September 30, | ||||||||
| 2010 | 2009 | |||||||
| (Dollars in thousands) | ||||||||
|
Consolidated store operating income
|
$ | 210,815 | $ | 153,697 | ||||
|
Administrative expenses
|
52,740 | 40,497 | ||||||
|
Depreciation and amortization
|
14,661 | 12,746 | ||||||
|
(Gain) loss on sale / disposal of assets
|
1,528 | (1,024 | ) | |||||
|
Interest income
|
(186 | ) | (281 | ) | ||||
|
Interest expense
|
1,385 | 1,425 | ||||||
|
Equity in net income of unconsolidated affiliates
|
(10,750 | ) | (5,016 | ) | ||||
|
Other
|
(93 | ) | 38 | |||||
|
|
||||||||
|
Consolidated income before income taxes
|
151,530 | 105,312 | ||||||
|
Income tax expense
|
54,236 | 36,840 | ||||||
|
|
||||||||
|
Net income
|
$ | 97,294 | $ | 68,472 | ||||
|
|
||||||||
Administrative expenses in fiscal 2010 were $52.7 million (12% of net revenues) compared to
$40.5 million (11% of net revenues) in the prior year. This increase was primarily due to an $8.9
million increase in administrative labor and benefits, a $2.1 million increase in professional fees
and a $0.8 million increase in stock compensation. Included in the increased labor and benefits is
a higher accrual for incentive compensation reflective of the year’s strong earnings performance
and additional investments made in infrastructure to support our growth. In the first fiscal
quarter of fiscal 2009 administrative expense includes a $1.1 million bonus to two executives upon
their exercise of employee stock options granted in 1998. Terms of the grants required us to pay a
cash bonus to the two executives equal to the related tax savings realized by the company. We do
not expect this to recur, as no other outstanding options contain similar terms.
Depreciation and amortization expense was $14.7 million in fiscal 2010, compared to $12.7 million
in fiscal 2009. Depreciation on assets placed in service, primarily related to acquired pawn
stores and new stores, was partially offset by assets that were retired or became fully depreciated
during the year.
In fiscal 2010, we recognized a $1.5 million loss on the closure or consolidation of several
stores, including the 11 EZMONEY stores in the states of Wisconsin and Colorado, compared to a $1.0
million gain on disposal of assets in fiscal 2009. In fiscal 2009, insurance proceeds received for
assets destroyed by Hurricane Ike exceeded the net book value of those assets, most of which were
replaced.
43
Table of Contents
We borrowed $40 million on December 31, 2008 to complete the VFS acquisition, and repaid $15
million by September 30, 2010 through quarterly installments of $2.5 million each. Our $1.2
million net interest expense in fiscal 2010 and $1.1 million in fiscal 2009 represent primarily
interest on borrowed funds, the amortization of deferred financing costs and the commitment fee on
our unused available credit facility, partially offset by interest income on our invested cash.
Borrowings were outstanding for only three quarters of fiscal 2009 but were outstanding for the
entire fiscal 2010. This was mostly offset by the quarterly amortization of loan principal and
lower interest rates in fiscal 2010.
Our equity in the net income of Albemarle & Bond increased $1.8 million, or 36%, in fiscal 2010 to
$6.8 million as a result of Albemarle & Bond’s higher earnings, partially offset by a weaker
British pound in relation to the U.S. dollar. On November 6, 2009, we acquired 108,218,000 newly
issued shares, or approximately 30% of the capital stock of Cash Converters International Limited,
a publicly traded company headquartered in Perth, Australia for approximately AUS $54.1 million
(approximately U.S. $49.6 million). We acquired 16,200,000 additional shares on May 20, 2010 at a
cost of AUS $9.7 million (approximately U.S. $8.2 million), which increased our ownership level to
approximately 33%. In fiscal 2010 our equity in the net income of Cash Converters was $3.9
million, accounted for on a 3-month lag.
Fiscal 2010’s income tax expense was $54.2 million (35.8% of pretax income) compared to $36.8
million (35.0% of pretax income) in fiscal 2009. The increase in the effective tax rate is
primarily due to an increase in the valuation allowance established for the operating losses in our
Canada operations during their start-up period in fiscal 2010.
Consolidated operating income for fiscal 2010 improved $40.4 million, or 40%, over fiscal 2009 to
$141.9 million. Contributing to this were the $40.9 million, $15.7 million and $0.4 million
increases in store operating income in our U.S. Pawn, EZMONEY and Empeño Fácil segments,
respectively, partially offset by the $12.2 million increase in administrative expenses, the $1.9
million increase in depreciation and amortization and the $2.5 million increase in loss on disposal
of assets. After a $5.7 million increase in our equity interest in the earnings of unconsolidated
affiliates and a $17.4 million increase in income taxes and other smaller items, net income
improved $28.8 million, or 42%, to $97.3 million in fiscal 2010.
Liquidity and Capital Resources
In fiscal 2011, our $148.5 million cash flow from operations consisted of (i) net income plus
several non-cash items, aggregating to $166.5 million, net of (ii) $18.0 million of normal,
recurring changes in operating assets and liabilities. In fiscal 2010, our $124.7 million cash
flow from operations consisted of (i) net income plus several non-cash items, aggregating to $117.5
million, and (ii) $7.2 million of normal, recurring changes in operating assets and liabilities.
The primary differences in cash flow from operations between the current and prior years were the
contribution from acquisitions and organic growth throughout our other operations and revenue
streams, net of higher taxes paid.
The $136.6 million of net cash used in investing activities during the current year was funded by
cash flow from operations, cash on hand and borrowings on our line of credit facility. In the
current year, we received $3.2 million in dividends from Albemarle & Bond and $4.1 million from
Cash Converters. We invested $67.9 million in cash to acquire 34 pawn stores in the U.S., six pawn
stores in Mexico and the trademark and licensing rights of Cash Converters in Canada. Other
significant investments in the period were the $34.8 million in additions to property and equipment
and the $41.1 million of loans made in excess of customer loan repayments and the recovery of
principal through the sale of forfeited pawn loan collateral. In fiscal 2011, we incurred $2.4
million of debt issuance costs related to our new $175 million revolving credit facility. Net of
related tax benefits and proceeds from option exercises, we also paid $3.9 million of withholding
tax upon the net share settlement of restricted stock vesting.
The net effect of these and other smaller cash flows was a $1.9 million decrease in cash on hand,
providing a $24.0 million ending cash balance.
44
Table of Contents
Below is a summary of our cash needs to meet future aggregate contractual obligations
(in
millions)
:
| Payments due by Period | ||||||||||||||||||||
| Less than | More than | |||||||||||||||||||
| Contractual Obligations | Total | 1 year | 1-3 years | 3-5 years | 5 years | |||||||||||||||
|
Long-term debt obligations
|
$ | 17.5 | $ | — | $ | — | $ | 17.5 | $ | — | ||||||||||
|
Interest on long-term debt obligations
|
5.5 | 1.5 | 3.1 | 0.9 | — | |||||||||||||||
|
Operating lease obligations
|
170.2 | 45.2 | 69.2 | 36.1 | 19.7 | |||||||||||||||
|
|
||||||||||||||||||||
|
Total
|
$ | 193.2 | $ | 46.7 | $ | 72.3 | $ | 54.5 | $ | 19.7 | ||||||||||
|
|
||||||||||||||||||||
In addition to the contractual obligations in the table above, we are obligated under letters
of credit issued to unaffiliated lenders as part of our credit service operations. At September
30, 2011, our maximum exposure for losses on letters of credit, if all brokered loans defaulted and
none was collected, was $30.3 million. Of that total, $6.4 million was secured by titles to
customers’ automobiles. These amounts include principal, interest, insufficient funds fees and
late fees.
In addition to the operating lease obligations in the table above, we are responsible for the
maintenance, property taxes and insurance at most of our locations. In the fiscal year ended
September 30, 2011, these collectively amounted to $17.4 million.
The operating lease obligations in the table above include expected rent for all our store
locations through the end of their current lease terms. Of the 436 U.S. EZMONEY financial services
stores, 158 adjoin an EZPAWN store. The lease agreements at approximately 94% of the remaining 278
free-standing U.S. EZMONEY stores contain provisions that limit our exposure for additional rent to
only a few months if laws were enacted that had a significant negative effect on our operations at
these stores.
In fiscal 2012, we plan to open approximately 90 new stores for an aggregate investment of $15.3
million of capital expenditures plus the funding of working capital and start-up losses related to
these store openings. We believe new stores will create a drag on earnings and liquidity until
their second year of operations.
On May 10, 2011, we entered into a new senior secured credit agreement with a syndication of five
banks, replacing our previous credit agreement. Among other things, the new credit agreement
provides for a four year $175 million revolving credit facility that we may, under the terms of the
agreement, request to be increased to a total of $225 million. Upon entering the new credit
agreement, we repaid and retired all other outstanding debt. The new credit facility increases
our available credit and provides greater flexibility to make investments and acquisitions both
domestically and internationally. Terms of the credit agreement require, among other things, that
we meet certain financial covenants. We were in compliance with all covenants at September 30,
2011 and expect to remain in compliance based on our expected future performance. At September 30,
2011, bank letters of credit totaling $5 million were outstanding and we had borrowed $17.5
million, leaving $152.5 million available on the facility.
We anticipate that cash flow from operations, cash on hand and availability under our revolving
credit facility will be adequate to fund our contractual obligations, planned store growth, capital
expenditures and working capital requirements during the coming year.
We have an effective “shelf” Registration Statement on Form S-4 covering an aggregate of 2 million
shares of our Class A Common Stock that we may offer from time to time in connection with future
acquisitions of businesses, assets or securities. During fiscal 2011, we issued an aggregate of
approximately 209,000 shares of Class A Common Stock in connection with several acquisitions of
pawn stores, leaving approximately 1.8 million shares covered by the registration statement and
available for issuance in future acquisitions as of September 30, 2011.
Off-Balance Sheet Arrangements
We issue letters of credit (“LOCs”) to enhance the creditworthiness of our credit service customers
seeking signature loans and auto title loans from unaffiliated lenders. The LOCs assure the
lenders that if borrowers default on the loans, we will pay the lenders, upon demand, the principal
and accrued interest owed them by the borrowers
45
Table of Contents
plus any insufficient funds fee or late fee. We do not record on our balance sheet the loans
related to our credit services as the loans are made by unaffiliated lenders. We do not
consolidate the unaffiliated lenders’ results with our results as we do not have any ownership
interest in the lenders, do not exercise control over them and do not otherwise meet the criteria
for consolidation as prescribed by FASB ASC 810-10-25 regarding variable interest entities.
We include an allowance for Expected LOC Losses in “Accounts payable and other accrued expenses” on
our balance sheet. At September 30, 2011, the allowance for Expected LOC Losses was $1.8 million.
At that date, our maximum exposure for losses on letters of credit, if all brokered loans defaulted
and none was collected, was $30.3 million. This amount includes principal, interest, insufficient
funds fees and late fees.
We have no other off-balance sheet arrangements.
Seasonality
Historically, pawn service charges are highest in our fourth fiscal quarter (July through
September) due to a higher average loan balance during the summer lending season. Merchandise
sales are highest in the first and second fiscal quarters (October through March) due to the
holiday season, jewelry sales surrounding Valentine’s Day and the impact of tax refunds in the
United States. Jewelry scrapping sales are heavily influenced by the timing of decisions to scrap
excess jewelry inventory. Jewelry scrapping sales generally are greatest during our fourth fiscal
quarter (July through September). This results from relatively low jewelry merchandise sales in
that quarter and the higher loan balance, leading to a higher dollar amount of loan forfeitures in
the summer lending season providing more inventory available for sale.
Signature loan fees are generally highest in our third and fourth fiscal quarters (April through
September) due to a higher average loan balance during the summer lending season. Signature loan
bad debt, both in dollar terms and as a percentage of related fees, is highest in the third and
fourth quarters and lowest in the second quarter due primarily to the impact of tax refunds.
The net effect of these factors is that net revenues and net income typically are strongest in the
fourth fiscal quarter and weakest in the third fiscal quarter. Our cash flow typically is greatest
in the second fiscal quarter due to a high level of loan redemptions and sales in the U.S. income
tax refund season.
Cautionary Statement Regarding Risks and Uncertainties That May Affect Future Results
Forward-Looking Information
This Annual Report on Form 10-K, 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 this report.
46
Table of Contents
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.
Market Risk Disclosures
We are exposed to market risk related to interest rates, gold values and changes in foreign
currency exchange rates. We do not use derivative financial instruments.
Our earnings are affected by changes in interest rates as our debt has a variable rate. If
interest rates average 50 basis points more than our current rate in the fiscal year ending
September 30, 2012, our interest expense during the year would increase by approximately $88,000.
This amount is determined by considering the impact of the hypothetical interest rate change on our
variable-rate debt at September 30, 2011.
Our earnings and financial position are affected by changes in gold values and the resulting impact
on pawn lending, jewelry sales and jewelry cost of goods sold. The proceeds of scrap sales and our
ability to sell jewelry inventory at an acceptable margin depend on gold values. The impact on our
financial position and results of operations of a hypothetical change in gold values cannot be
reasonably estimated. For further discussion, you should read “Part I, Item 1A — Risk Factors” of
this report.
Our earnings and financial position are affected by foreign exchange rate fluctuations related to
our equity investments in Albemarle & Bond and Cash Converters International, our Empeño Fácil pawn
operations in Mexico, and our operations in Canada. Albemarle & Bond’s functional currency is the
British pound, Cash Converters’ International functional currency is the Australian dollar, Empeño
Fácil’s functional currency is the Mexican peso and our Canada operations’ functional currency is
the Canadian dollar. The impact on our results of operations and financial position of
hypothetical changes in foreign currency exchange rates cannot be reasonably estimated due to the
interrelationship of operating results and exchange rates.
The translation adjustment from Albemarle & Bond representing the strengthening in the British
pound during the year ended June 30, 2011 (included in our September 30, 2011 results on a
three-month lag) was a $1.1 million increase to stockholders’ equity. On September 30, 2011, the
British pound weakened to £1.00 to $1.5625 U.S. from $1.6018 at June 30, 2011.
The translation adjustment from Cash Converters International representing the strengthening in the
Australian dollar from our investment dates to June 30, 2011 (included in our September 30, 2011
results on a three-month lag) was an $8.9 million increase to stockholders’ equity. On September
30, 2011, the Australian dollar weakened to $1.00 Australian dollar to $0.97910 U.S. from $1.0595
at June 30, 2011.
The translation adjustment from Empeño Fácil representing the weakening of the Mexican peso during
the year ended September 30, 2011 was a $4.6 million decrease to stockholders’ equity. We have
currently assumed permanent reinvestment of earnings and capital in Mexico. Accumulated
translation gains or losses related to any future repatriation of earnings or capital would impact
our earnings in the period of repatriation. On September 30, 2011, the peso further weakened to
$1.00 Mexican peso to $0.0745 U.S. from $0.0845 at June 30, 2011.
The translation adjustment from our Canadian operations representing the weakening of the Canadian
dollar during the year ended September 30, 2011 was a $0.4 million decrease to stockholders’
equity. On September 30, 2011, the Canadian dollar weakened to $1.00 Canadian dollar to $0.9682
U.S. from $1.0238 at June 30, 2011.
We cannot predict the future valuation of foreign currencies or how further movements in them could
affect our future earnings or financial position.
47
Index to Financial Statements
| Page | ||||
| 49 | ||||
|
|
||||
|
|
||||
| 50 | ||||
|
|
||||
| 51 | ||||
|
|
||||
| 52 | ||||
|
|
||||
| 53 | ||||
|
|
||||
| 54 | ||||
|
|
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| 55 | ||||
48
Table of Contents
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
EZCORP, Inc.
Austin, Texas
EZCORP, Inc.
Austin, Texas
We have audited the accompanying consolidated balance sheets of EZCORP, Inc. (the Company) as of
September 30, 2011 and 2010 and the related consolidated statements of operations, comprehensive
income, stockholders’ equity, and cash flows for each of the three years in the period ended
September 30, 2011. These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of EZCORP, Inc. at September 30, 2011 and 2010, and the
results of its operations and its cash flows for each of the three years in the period ended
September 30, 2011, in conformity with accounting principles generally accepted in the United
States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of EZCORP, Inc.’s internal control over financial
reporting as of September 30, 2011, based on criteria established in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and
our report dated November 23, 2011 expressed an unqualified opinion thereon.
/s/ BDO USA, LLP
Dallas, Texas
November 23, 2011
November 23, 2011
49
Table of Contents
EZCORP, Inc.
| September 30, | ||||||||
| 2011 | 2010 | |||||||
| (In thousands) | ||||||||
|
Assets:
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$ | 23,969 | $ | 25,854 | ||||
|
Pawn loans
|
145,318 | 121,201 | ||||||
|
Signature loans, net
|
11,389 | 10,775 | ||||||
|
Auto title loans, net
|
3,222 | 3,145 | ||||||
|
Pawn service charges receivable, net
|
26,455 | 21,626 | ||||||
|
Signature loan fees receivable, net
|
5,348 | 5,818 | ||||||
|
Auto title loan fees receivable, net
|
1,427 | 1,616 | ||||||
|
Inventory, net
|
90,373 | 71,502 | ||||||
|
Deferred tax asset
|
18,125 | 23,208 | ||||||
|
Prepaid expenses and other assets
|
30,611 | 17,427 | ||||||
|
|
||||||||
|
Total current assets
|
356,237 | 302,172 | ||||||
|
|
||||||||
|
Investments in unconsolidated affiliates
|
120,319 | 101,386 | ||||||
|
Property and equipment, net
|
78,498 | 62,293 | ||||||
|
Deferred tax asset, non-current
|
— | 60 | ||||||
|
Goodwill
|
173,206 | 117,305 | ||||||
|
Intangible assets, net
|
19,790 | 16,454 | ||||||
|
Other assets, net
|
8,400 | 6,742 | ||||||
|
|
||||||||
|
Total assets
|
$ | 756,450 | $ | 606,412 | ||||
|
|
||||||||
|
Liabilities and stockholders’ equity:
|
||||||||
|
Current liabilities:
|
||||||||
|
Current maturities of long-term debt
|
$ | — | $ | 10,000 | ||||
|
Accounts payable and other accrued expenses
|
57,400 | 49,663 | ||||||
|
Customer layaway deposits
|
6,176 | 6,109 | ||||||
|
Income taxes payable
|
693 | 3,687 | ||||||
|
|
||||||||
|
Total current liabilities
|
64,269 | 69,459 | ||||||
|
|
||||||||
|
Long-term debt, less current maturities
|
17,500 | 15,000 | ||||||
|
Deferred tax liability
|
8,331 | — | ||||||
|
Deferred gains and other long-term liabilities
|
2,102 | 2,525 | ||||||
|
|
||||||||
|
Total liabilities
|
92,202 | 86,984 | ||||||
|
|
||||||||
|
Commitments and contingencies
|
||||||||
|
Stockholders’ equity:
|
||||||||
|
Class A Non-voting Common Stock, par value
$.01 per share; authorized 54 million shares;
47,228,610 issued and outstanding in 2011;
46,256,051 issued and outstanding in 2010
|
471 | 463 | ||||||
|
Class B Voting Common Stock, convertible, par
value $.01 per share; 3 million shares
authorized; issued and outstanding: 2,970,171
|
30 | 30 | ||||||
|
Additional paid-in capital
|
242,398 | 225,374 | ||||||
|
Retained earnings
|
422,095 | 299,936 | ||||||
|
Accumulated other comprehensive income (loss)
|
(746 | ) | (6,375 | ) | ||||
|
|
||||||||
|
Total stockholders’ equity
|
664,248 | 519,428 | ||||||
|
|
||||||||
|
Total liabilities and stockholders’ equity
|
$ | 756,450 | $ | 606,412 | ||||
|
|
||||||||
See accompanying notes to consolidated financial statements.
50
Table of Contents
EZCORP, Inc.
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands, except per share amounts) | ||||||||||||
|
Revenues:
|
||||||||||||
|
Sales
|
$ | 494,562 | $ | 411,865 | $ | 329,923 | ||||||
|
Pawn service charges
|
201,135 | 163,695 | 130,169 | |||||||||
|
Signature loan fees
|
150,250 | 139,315 | 133,344 | |||||||||
|
Auto title loan fees
|
21,701 | 17,707 | 3,589 | |||||||||
|
Other
|
1,669 | 463 | 431 | |||||||||
|
|
||||||||||||
|
Total revenues
|
869,317 | 733,045 | 597,456 | |||||||||
|
|
||||||||||||
|
Cost of goods sold
|
295,620 | 251,122 | 203,589 | |||||||||
|
Signature loan bad debt
|
36,328 | 31,709 | 33,553 | |||||||||
|
Auto title loan bad debt
|
2,431 | 2,735 | 380 | |||||||||
|
|
||||||||||||
|
Net revenues
|
534,938 | 447,479 | 359,934 | |||||||||
|
|
||||||||||||
|
Operating expenses:
|
||||||||||||
|
Operations
|
267,052 | 236,664 | 206,237 | |||||||||
|
Administrative
|
75,270 | 52,740 | 40,497 | |||||||||
|
Depreciation and amortization
|
18,344 | 14,661 | 12,746 | |||||||||
|
(Gain) / loss on sale or disposal of assets
|
309 | 1,528 | (1,024 | ) | ||||||||
|
|
||||||||||||
|
Total operating expenses
|
360,975 | 305,593 | 258,456 | |||||||||
|
|
||||||||||||
|
|
||||||||||||
|
Operating income
|
173,963 | 141,886 | 101,478 | |||||||||
|
|
||||||||||||
|
Interest income
|
(37 | ) | (186 | ) | (281 | ) | ||||||
|
Interest expense
|
1,690 | 1,385 | 1,425 | |||||||||
|
Equity in net income of unconsolidated affiliates
|
(16,237 | ) | (10,750 | ) | (5,016 | ) | ||||||
|
Other
|
(164 | ) | (93 | ) | 38 | |||||||
|
|
||||||||||||
|
Income before income taxes
|
188,711 | 151,530 | 105,312 | |||||||||
|
Income tax expense
|
66,552 | 54,236 | 36,840 | |||||||||
|
|
||||||||||||
|
Net income
|
$ | 122,159 | $ | 97,294 | $ | 68,472 | ||||||
|
|
||||||||||||
|
|
||||||||||||
|
Net income per common share:
|
||||||||||||
|
Basic
|
$ | 2.45 | $ | 1.98 | $ | 1.45 | ||||||
|
|
||||||||||||
|
Diluted
|
$ | 2.43 | $ | 1.96 | $ | 1.42 | ||||||
|
|
||||||||||||
|
|
||||||||||||
|
Weighted average shares outstanding:
|
||||||||||||
|
Basic
|
49,917 | 49,033 | 47,372 | |||||||||
|
Diluted
|
50,369 | 49,576 | 48,076 | |||||||||
See accompanying notes to consolidated financial statements.
51
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EZCORP, Inc.
Consolidated Statements of Comprehensive income
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Net Income
|
$ | 122,159 | $ | 97,294 | $ | 68,472 | ||||||
|
Other comprehensive income (loss):
|
||||||||||||
|
Foreign currency translation adjustments
|
10,393 | (3,673 | ) | (8,799 | ) | |||||||
|
Unrealized holding gains arising during period
|
930 | — | — | |||||||||
|
Income tax benefit (provision)
|
(5,694 | ) | 1,918 | 1,598 | ||||||||
|
|
||||||||||||
|
Other comprehensive income, net of tax
|
5,629 | (1,755 | ) | (7,201 | ) | |||||||
|
|
||||||||||||
|
Comprehensive income
|
$ | 127,788 | $ | 95,539 | $ | 61,271 | ||||||
|
|
||||||||||||
See accompanying notes to consolidated financial statements.
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EZCORP, Inc.
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Operating Activities:
|
||||||||||||
|
Net income
|
$ | 122,159 | $ | 97,294 | $ | 68,472 | ||||||
|
Adjustments to reconcile net income to net cash provided by operating
activities:
|
||||||||||||
|
Depreciation and amortization
|
18,344 | 14,661 | 12,746 | |||||||||
|
Signature loan and auto title loan loss provisions
|
15,052 | 11,588 | 9,023 | |||||||||
|
Deferred taxes
|
13,647 | (1,287 | ) | 2,493 | ||||||||
|
(Gain) / loss on sale or disposal of assets
|
309 | 1,528 | (1,024 | ) | ||||||||
|
Stock compensation
|
13,208 | 4,512 | 3,701 | |||||||||
|
Income from investments in unconsolidated affiliates
|
(16,237 | ) | (10,750 | ) | (5,016 | ) | ||||||
|
Changes in operating assets and liabilities, net of business acquisitions:
|
||||||||||||
|
Service charges and fees receivable, net
|
(2,998 | ) | (4,312 | ) | (1,408 | ) | ||||||
|
Inventory, net
|
(5,422 | ) | (2,144 | ) | (783 | ) | ||||||
|
Prepaid expenses, other current assets, and other assets, net
|
(12,759 | ) | (6,277 | ) | (4,767 | ) | ||||||
|
Accounts payable and accrued expenses
|
6,881 | 15,592 | (3,649 | ) | ||||||||
|
Customer layaway deposits
|
(70 | ) | 1,824 | 861 | ||||||||
|
Deferred gains and other long-term liabilities
|
(345 | ) | (736 | ) | (363 | ) | ||||||
|
Excess tax benefit from stock compensation
|
(3,230 | ) | (1,861 | ) | (1,789 | ) | ||||||
|
Income taxes
|
(98 | ) | 5,093 | 2,120 | ||||||||
|
|
||||||||||||
|
Net cash provided by operating activities
|
148,441 | 124,725 | 80,617 | |||||||||
|
|
||||||||||||
|
Investing Activities:
|
||||||||||||
|
Loans made
|
(652,403 | ) | (545,579 | ) | (446,023 | ) | ||||||
|
Loans repaid
|
405,594 | 335,832 | 276,255 | |||||||||
|
Recovery of pawn loan principal through sale of forfeited collateral
|
205,662 | 174,224 | 154,235 | |||||||||
|
Additions to property and equipment
|
(34,776 | ) | (25,741 | ) | (19,264 | ) | ||||||
|
Acquisitions, net of cash acquired
|
(67,919 | ) | (21,837 | ) | (40,922 | ) | ||||||
|
Investments in unconsolidated affiliates
|
— | (59,188 | ) | — | ||||||||
|
Dividends from unconsolidated affiliates
|
7,274 | 3,841 | 1,634 | |||||||||
|
Proceeds on disposal of assets
|
— | 1,347 | 1,062 | |||||||||
|
|
||||||||||||
|
Net cash used in investing activities
|
(136,568 | ) | (137,101 | ) | (73,023 | ) | ||||||
|
|
||||||||||||
|
Financing Activities:
|
||||||||||||
|
Proceeds from exercise of stock options
|
397 | 1,602 | 4,943 | |||||||||
|
Stock issuance costs related to acquisitions
|
— | — | (442 | ) | ||||||||
|
Excess tax benefit from stock compensation
|
3,230 | 1,861 | 1,789 | |||||||||
|
Debt issuance costs
|
(2,397 | ) | 3 | (1,179 | ) | |||||||
|
Taxes paid related to net share settlement of equity awards
|
(7,484 | ) | — | — | ||||||||
|
Proceeds on revolving line of credit
|
164,500 | 63,050 | — | |||||||||
|
Payments on revolving line of credit
|
(147,000 | ) | (63,050 | ) | — | |||||||
|
Proceeds from bank borrowings
|
— | — | 40,000 | |||||||||
|
Payments on bank borrowings
|
(25,004 | ) | (10,000 | ) | (35,385 | ) | ||||||
|
|
||||||||||||
|
Net cash provided by (used in) financing activities
|
(13,758 | ) | (6,534 | ) | 9,726 | |||||||
|
|
||||||||||||
|
|
||||||||||||
|
Change in cash and equivalents
|
(1,885 | ) | (18,910 | ) | 17,320 | |||||||
|
Cash and equivalents at beginning of period
|
25,854 | 44,764 | 27,444 | |||||||||
|
|
||||||||||||
|
Cash and equivalents at end of period
|
$ | 23,969 | $ | 25,854 | $ | 44,764 | ||||||
|
|
||||||||||||
|
|
||||||||||||
|
Cash paid during the period for:
|
||||||||||||
|
Interest
|
$ | 1,147 | $ | 913 | $ | 1,181 | ||||||
|
Income taxes
|
$ | 55,124 | $ | 50,631 | $ | 32,231 | ||||||
|
|
||||||||||||
|
Non-cash Investing and Financing Activities:
|
||||||||||||
|
Pawn loans forfeited and transferred to inventory
|
$ | 215,188 | $ | 177,821 | $ | 155,690 | ||||||
|
Foreign currency translation adjustment
|
$ | (5,024 | ) | $ | 1,755 | $ | 7,201 | |||||
|
Acquisition-related stock issuance
|
$ | 7,304 | $ | (31 | ) | $ | 71,197 | |||||
|
Issuance of common stock to 401(k) plan
|
$ | 377 | $ | 260 | $ | 178 | ||||||
See accompanying notes to consolidated financial statements.
53
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EZCORP, Inc.
Consolidated Statements of Stockholders’ Equity
| Accumulated | ||||||||||||||||||||||||||||
| Common Stock | Additional | Other | ||||||||||||||||||||||||||
| Par | Paid In | Retained | Treasury | Comprehensive | ||||||||||||||||||||||||
| Shares | Value | Capital | Earnings | Stock | Income (Loss) | Total | ||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||
|
Balances at September 30, 2008
|
41,535 | $ | 416 | $ | 135,895 | $ | 134,170 | $ | (12 | ) | $ | 2,581 | $ | 273,050 | ||||||||||||||
|
Issuance of Common Stock to 401(k) plan
|
17 | — | 178 | — | — | — | 178 | |||||||||||||||||||||
|
Stock compensation
|
— | — | 3,701 | — | — | — | 3,701 | |||||||||||||||||||||
|
Stock options and warrants exercised
|
1,517 | 16 | 4,915 | — | 12 | — | 4,943 | |||||||||||||||||||||
|
Issuance of Common Stock due to acquisitions
|
5,175 | 51 | 70,702 | — | — | — | 70,753 | |||||||||||||||||||||
|
Release of Restricted Stock
|
459 | 4 | (4 | ) | — | — | — | — | ||||||||||||||||||||
|
Excess tax benefit from stock compensation
|
— | — | 1,789 | — | — | — | 1,789 | |||||||||||||||||||||
|
Unrealized gain (loss) on available-for-sale securities
|
— | — | — | — | — | — | — | |||||||||||||||||||||
|
Foreign currency translation adjustment
|
— | — | — | — | — | (7,201 | ) | (7,201 | ) | |||||||||||||||||||
|
Net income
|
— | — | — | 68,472 | — | — | 68,472 | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Total comprehensive income
|
— | — | — | — | — | — | 61,271 | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Balances at September 30, 2009
|
48,703 | 487 | 217,176 | 202,642 | — | (4,620 | ) | 415,685 | ||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Issuance of Common Stock to 401(k) plan
|
13 | — | 260 | — | — | — | 260 | |||||||||||||||||||||
|
Stock compensation
|
— | — | 4,512 | — | — | — | 4,512 | |||||||||||||||||||||
|
Stock options exercised
|
494 | 6 | 1,596 | — | — | — | 1,602 | |||||||||||||||||||||
|
Issuance of Common Stock due to acquisitions
|
— | — | (31 | ) | — | — | — | (31 | ) | |||||||||||||||||||
|
Release of Restricted Stock
|
16 | — | — | — | — | — | — | |||||||||||||||||||||
|
Excess tax benefit from stock compensation
|
— | — | 1,861 | — | — | — | 1,861 | |||||||||||||||||||||
|
Unrealized gain (loss) on available-for-sale securities
|
— | — | — | — | — | — | — | |||||||||||||||||||||
|
Foreign currency translation adjustment
|
— | — | — | — | — | (1,755 | ) | (1,755 | ) | |||||||||||||||||||
|
Net income
|
— | — | — | 97,294 | — | — | 97,294 | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Total comprehensive income
|
— | — | — | — | — | — | 95,539 | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Balances at September 30, 2010
|
49,226 | 493 | 225,374 | 299,936 | — | (6,375 | ) | 519,428 | ||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Issuance of Common Stock to 401(k) plan
|
12 | — | 377 | — | — | — | 377 | |||||||||||||||||||||
|
Stock compensation
|
— | — | 13,208 | — | — | — | 13,208 | |||||||||||||||||||||
|
Stock options exercised
|
62 | 1 | 396 | — | — | — | 397 | |||||||||||||||||||||
|
Issuance of Common Stock due to acquisitions
|
209 | 2 | 7,302 | — | — | — | 7,304 | |||||||||||||||||||||
|
Release of Restricted Stock
|
690 | — | — | — | — | — | — | |||||||||||||||||||||
|
Excess tax benefit from stock compensation
|
— | 5 | 3,225 | — | — | — | 3,230 | |||||||||||||||||||||
|
Taxes paid related to net share settlement of equity awards
|
— | — | (7,484 | ) | — | — | — | (7,484 | ) | |||||||||||||||||||
|
Unrealized gain (loss) on available-for-sale securities
|
— | — | — | — | — | 605 | 605 | |||||||||||||||||||||
|
Foreign currency translation adjustment
|
— | — | — | — | — | 5,024 | 5,024 | |||||||||||||||||||||
|
Net income
|
— | — | — | 122,159 | — | — | 122,159 | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Total comprehensive income
|
— | — | — | — | — | — | 127,788 | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Balances at September 30, 2011
|
50,199 | $ | 501 | $ | 242,398 | $ | 422,095 | $ | — | $ | (746 | ) | $ | 664,248 | ||||||||||||||
|
|
||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
54
Table of Contents
EZCORP, Inc.
Notes to Consolidated Financial Statements
Note A: Organization and Summary of Significant Accounting Policies
Organization
: We are a leading provider of specialty consumer financial services. We provide
collateralized, non-recourse loans, commonly known as pawn loans, and a variety of short-term
consumer loans including payday loans, installment loans and auto title loans, or fee-based credit
services to customers seeking loans.
At September 30, 2011, we operated a total of 1,111 locations, consisting of 433 U.S. pawn stores
(operating as EZPAWN or Value Pawn), 178 pawn stores in Mexico (operating as Empeño Fácil or Empeñe
Su Oro), 436 U.S. financial services stores (operating primarily as EZMONEY), 49 financial services
stores in Canada (operating as CASHMAX) and 15 financial and retail
services stores in Canada
(operating as Cash Converters). In addition, we
are the franchisor for
13 franchised stores in Canada pursuant
to our acquisition of the Cash Converters master franchise in that country. We also own almost 30%
of Albemarle & Bond Holdings PLC, one of the U.K.’s largest pawnbroking businesses with over 150
stores, and almost 33% of Cash Converters International Limited, which franchises and operates a
worldwide network of over 600 financial services and second-hand retail stores.
Consolidation:
The consolidated financial statements include the accounts of EZCORP, Inc. and its
wholly owned subsidiaries. All significant inter-company accounts and transactions have been
eliminated in consolidation. We account for our investments in Albemarle & Bond Holdings, PLC and
Cash Converters International Limited using the equity method.
Pawn Loan and Sales Revenue Recognition:
We record pawn service charges using the interest method
for all pawn loans we believe to be collectible. We base our estimate of collectible loans on
several factors, including recent redemption rates, historical trends in redemption rates and the
amount of loans due in the following two months. Unexpected variations in any of these factors
could change our estimate of collectible loans, affecting our earnings and financial condition. If
a pawn loan is not repaid, we value the forfeited collateral (inventory) at the lower of cost (pawn
loan principal) or market value of the property. We record sales revenue and the related cost when
this inventory is sold, or when we receive the final payment on a layaway sale. Sales tax
collected upon the sale of inventory is excluded from the amount recognized as sales and instead
recorded as a liability in “Accounts payable and other accrued expenses” on our balance sheets
until remitted to the appropriate governmental authorities.
Signature Loan Credit Service Fee Revenue Recognition:
We earn credit service fees when we assist
customers in obtaining signature loans from unaffiliated lenders. We initially defer recognition
of the fees we expect to collect, net of direct expenses, and recognize that deferred net amount
over the life of the related loans. We reserve the percentage of credit service fees we expect not
to collect. Accrued fees related to defaulted loans reduce credit service fee revenue upon loan
default, and increase credit service fee revenue upon collection. Signature loan credit service
fee revenue is included in “Signature loan fees” on our statements of operations.
Signature Loan Credit Service Bad Debt:
We issue letters of credit to enhance the creditworthiness
of our customers seeking signature loans from unaffiliated lenders. The letters of credit assure
the lenders that if borrowers default on the loans, we will pay the lenders, upon demand, the
principal and accrued interest owed to the lenders by the borrowers plus any insufficient funds
fees. Although amounts paid under letters of credit may be collected later, we charge those
amounts to signature loan bad debt upon default. We record recoveries under the letters of credit
as a reduction of bad debt at the time of collection. After attempting collection of bad debts
internally, we occasionally sell them to an unaffiliated company as another method of recovery, and
record the proceeds from such sales as a reduction of bad debt at the time of the sale.
The majority of our credit service customers obtain short-term signature loans with a single
maturity date. These short-term loans, with terms averaging about 16 days, are considered
defaulted if they have not been repaid or renewed by the maturity date. Other credit service
customers obtain installment loans with a series of payments due over as much as a seven-month
period. If one payment of an installment loan is delinquent, that one payment is considered
defaulted. If more than one installment payment is delinquent at any time, the entire loan is
considered defaulted.
Allowance for Losses on Signature Loan Credit Services:
We provide an allowance for losses we
expect to incur under letters of credit for brokered signature loans that have not yet matured.
The allowance is based on recent loan default
55
Table of Contents
experience adjusted for seasonal variations. It includes all amounts we expect to pay to the
unaffiliated lenders upon loan default, including loan principal, accrued interest, insufficient
funds fees, and late fees, net of the amounts we expect to collect from borrowers (collectively,
“Expected LOC Losses”). Changes in the allowance are charged to signature loan bad debt. We
include the balance of Expected LOC Losses in “Accounts payable and other accrued expenses” on our
balance sheets. Based on the expected loss and collection percentages, we also provide an
allowance for the signature loan credit service fees we expect not to collect, and charge changes
in this allowance to signature loan fee revenue.
Signature Loan Revenue Recognition:
We accrue fees in accordance with state and provincial laws on
the percentage of signature loans (payday loans and installment loans) we have made that we believe
to be collectible. Accrued fees related to defaulted loans reduce fee revenue upon loan default,
and increase fee revenue upon collection.
Signature Loan Bad Debt:
We consider a payday loan defaulted if it has not been repaid or renewed
by the maturity date. If one payment of an installment loan is delinquent, that one payment is
considered defaulted. If more than one installment payment is delinquent at any time, the entire
installment loan is considered defaulted. Although defaulted loans may be collected later, we
charge the loan principal to signature loan bad debt upon default, leaving only active loans in the
reported balance. We record collections of principal as a reduction of signature loan bad debt
when collected. After attempting collection of bad debts internally, we occasionally sell them to
an unaffiliated company as another method of recovery and record the proceeds from such sales as a
reduction of bad debt at the time of sale.
Signature Loan Allowance for Losses:
We provide an allowance for losses on signature loans that
have not yet matured and related fees receivable, based on recent loan default experience adjusted
for seasonal variations. We charge any changes in the principal valuation allowance to signature
loan bad debt. We record changes in the fee receivable valuation allowance to signature loan fee
revenue.
Auto Title Loan Credit Service Fee Revenue Recognition:
We earn auto title credit service fees
when we assist customers in obtaining auto title loans from unaffiliated lenders. We recognize the
fee revenue ratably over the life of the loan, and reserve the percentage of fees we expect not to
collect. Auto title loan credit service fee revenue is included in “Auto title loan fees” on our
statements of operations.
Bad Debt and Allowance for Losses on Auto Title Loan Credit Services:
We issue letters of credit
to enhance the creditworthiness of our customers seeking auto title loans from unaffiliated
lenders. The letters of credit assure the lenders that if borrowers default on the loans, we will
pay the lenders, upon demand, all amounts owed to the lenders by the borrowers plus any late fees.
Through a charge to auto title loan bad debt, we provide an allowance for losses we expect to incur
under letters of credit for brokered auto title loans, and record actual charge-offs against this
allowance. The allowance includes all amounts we expect to pay to the unaffiliated lenders upon
loan default, including principal, accrued interest and late fees, net of the amounts we expect to
collect from borrowers or through the sale of repossessed vehicles. We include the allowance for
expected losses in “Accounts payable and other accrued expenses” on our balance sheets.
Auto Title Loan Revenue Recognition:
We accrue fees in accordance with state laws on the
percentage of auto title loans we have made that we believe to be collectible. We recognize the
fee revenue ratably over the life of the loan.
Auto Title Loan Bad Debt and Allowance for Losses:
Based on historical collection experience, the
age of past-due loans and amounts we expect to receive through the sale of repossessed vehicles, we
provide an allowance for losses on auto title loans and related fees receivable. We charge any
increases in the principal valuation allowance to auto title loan bad debt and charge uncollectable
loans against this allowance. We record changes in the fee receivable valuation allowance to auto
title loan fee revenue.
Cash and Cash Equivalents and Cash Concentrations:
Cash and cash equivalents consist primarily of
cash on deposit or highly liquid investments or mutual funds with original contractual maturities
of three months or less. We hold cash at major financial institutions that often exceed FDIC
insured limits. We manage our credit risk associated with cash and cash equivalents and cash
concentrations by investing in high quality instruments or funds, concentrating our cash deposits
in high quality financial institutions and by periodically evaluating the credit quality of the
primary financial institutions issuing investments or holding such deposits. Historically, we have
not experienced any losses due to such cash concentrations.
Inventory:
If a pawn loan is not redeemed, we record the forfeited collateral at cost (the
principal amount of the pawn loan). We do not record loan loss allowances or charge-offs on the
principal portion of pawn loans, as they are fully collateralized.
56
Table of Contents
In order to state inventory at the lower of cost (specific identification) or market value, we
record an allowance for excess, obsolete or slow moving inventory based on the type and age of
merchandise. We record changes in the inventory valuation allowance as cost of goods sold.
Software Development Costs:
We capitalize certain costs incurred in connection with developing or
obtaining software for internal use, and amortize the costs by the straight-line method over the
estimated useful lives of each system, typically five years.
Customer Layaway Deposits:
Customer layaway deposits are recorded as deferred revenue until we
collect the entire related sales price and deliver the related merchandise to the customer.
Intangible Assets:
Goodwill and other intangible assets having indefinite lives are not subject to
amortization. They are tested for impairment each July 1
st
, or more frequently if
events or changes in circumstances indicate that they might be impaired, based on cash flows and
other market valuation methods. We amortize intangible assets with definite lives over their
estimated useful lives using the straight-line method.
Property and Equipment:
We record property and equipment at cost. We depreciate these assets on a
straight-line basis using estimated useful lives of 30 years for buildings and 2 to 7 years for
furniture, equipment, and software development costs. We depreciate leasehold improvements over
the shorter of their estimated useful life (typically 10 years) or the reasonably assured lease
term at the inception of the lease.
Valuation of Tangible Long-Lived Assets:
We assess the impairment of tangible long-lived assets
whenever events or changes in circumstances indicate that the net recorded amount may not be
recoverable. The following factors could trigger an impairment review: significant
underperformance relative to historical or projected future cash flows, significant changes in the
manner of use of the assets or the strategy for the overall business, significant negative industry
trends or legislative changes prohibiting us from offering our loan products. When we determine
that the net recorded amount of tangible long-lived assets may not be recoverable, we measure
impairment based on the excess of the assets’ net recorded amount over the estimated fair value.
Fair Value of Financial Instruments:
We have elected not to measure at fair value any eligible
items for which fair value measurement is optional. We determine the fair value of financial
instruments by reference to various market data and other valuation techniques, as appropriate.
Unless otherwise disclosed, the fair values of financial instruments approximate their recorded
values, due primarily to their short-term nature. The recorded value of our outstanding debt is
assumed to estimate its fair value, as it has no prepayment penalty and a floating interest rate
based on market rates.
Acquisitions:
We adopted Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) 805-10-65 (Business Combinations — Revised) on October 1, 2009, and have
applied it prospectively to all business acquisitions completed since that date. In accordance
with FASB ASC 805-10-65, we allocate the total acquisition price to the fair value of assets and
liabilities acquired and now immediately expense transaction costs that would have been included in
the purchase price allocation under previous accounting standards.
Foreign Currency Translation:
Our equity investments in Albemarle & Bond and Cash Converters
International are translated from British pounds and Australian dollars, respectively, into U.S.
dollars at the exchange rates as of the investees’ balance sheet date of June 30. The related
interest in the investees’ net income is translated at the average exchange rates for each
six-month period reported by the investees. The functional currency of our wholly-owned Empeño
Fácil pawn segment is the Mexican peso and the functional currency of our wholly-owned foreign
subsidiary in Canada is the Canadian dollar. Empeño Fácil’s and
our Canadian subsidiary’s
balance sheet accounts are translated from their respective functional currencies into
U.S. dollars at the exchange rate at the end of each quarter, and their earnings are translated
into U.S. dollars at the average exchange rate each quarter. We present resulting translation
adjustments from Albemarle & Bond, Cash Converters International, Empeño Fácil and
our Canadian subsidiary
as a separate component of stockholders’ equity. Foreign currency transaction gains and
losses have not been significant, and are reported as “Other” expense in our statements of
operations.
Cost of Goods Sold:
We include in cost of goods sold the historical cost of inventory sold,
inventory shrinkage and any change in the allowance for inventory shrinkage and valuation. We also
include the cost of operating our central jewelry processing unit, as it relates directly to sales
of precious metals to refiners.
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Table of Contents
Operations Expense:
Included in operations expense are costs related to operating our stores.
These costs include labor, other direct expenses such as utilities, supplies and banking fees, and
indirect expenses such as store rent, building repairs and maintenance, advertising, store property
taxes and insurance, regional and area management expenses and the costs of our bad debt collection
center.
Administrative Expense:
Included in administrative expense are costs related to our executive and
administrative offices. This includes executive and administrative salaries, wages, stock and
incentive compensation, professional fees, license fees and costs related to the operation of our
administrative offices such as rent, property taxes, insurance, and information technology.
Advertising
:
We expense advertising costs as incurred.
Income Taxes:
We account for income taxes using the asset and liability method. Deferred tax
assets and liabilities are recognized for the future tax consequences attributable to differences
between the financial statement carrying value of assets and liabilities and their tax basis and
for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which the related
temporary differences are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized when the rate change is enacted.
Stock Compensation
:
We account for stock compensation in accordance with the fair value
recognition provisions of FASB ASC 718-10-25 (Compensation — Stock Compensation). The fair value
of restricted shares is measured as the closing market price of our stock on the date of grant,
which is amortized over the vesting period for each grant. When granted, our policy is to estimate
the grant-date fair value of options using the Black-Scholes-Merton option-pricing model and
amortize that fair value to compensation expense on a ratable basis over the options’ vesting
periods.
Use of Estimates
:
Generally accepted accounting principles require us to make estimates and
assumptions that affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ materially from those estimates.
Reclassifications:
Certain prior year balances have been reclassified to conform to the current
year presentation.
Recently Issued Accounting Pronouncements:
In June 2009, FASB amended ASC 810-10-65
(Consolidation). Amended ASC 810-10-65 relates to the consolidation of variable interest entities.
It eliminates the quantitative approach previously required for determining the primary
beneficiary of a variable interest entity and requires ongoing qualitative reassessments of whether
an enterprise is the primary beneficiary of a variable interest entity. This guidance also
requires additional disclosures about an enterprise’s involvement in variable interest entities.
We adopted this amended standard October 1, 2010, resulting in no effect on our financial position,
results of operations or cash flows.
In July 2010, FASB issued Accounting Standards Update (“ASU”) 2010-20, “Disclosures about the
Credit Quality of Financing Receivables and the Allowance for Credit Losses.” This update amends
FASB ASC 310 (Receivables) to improve the disclosures that an entity provides about the credit
quality of its financing receivables and the related allowance for credit losses. As a result of
these amendments, an entity is required to disaggregate by portfolio segment or class certain
existing disclosures and provide new disclosures about its financing receivables and related
allowance for credit losses. We adopted this amended standard on October 1, 2010, resulting in no
effect on our financial position, results of operations or cash flows. The additional required
disclosures are included in Note S.
In June 2011, FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” This update amends
FASB ASC 220 (Comprehensive Income) and eliminates the option to present components of other
comprehensive income as part of the statement of changes in stockholders’ equity. The amendments
require that all non-owner changes in stockholders’ equity be presented either in a single
continuous statement of comprehensive income or in two separate but consecutive statements. We
early adopted this amended standard in our fiscal year beginning October 1, 2010 with no effect on
our financial position, results of operations or cash flows other than the presentation of our
results of operations.
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Note B: Acquisitions
On December 31, 2008, we acquired through a merger all of the capital stock of Value Financial
Services, Inc. (“VFS”). The following table provides information related to the acquisition:
| Fiscal Year Ended | ||||
| September 30, 2009 | ||||
| (In thousands | ||||
| except store counts) | ||||
|
Pawn stores acquired
|
67 | |||
|
|
||||
|
Consideration:
|
||||
|
Cash
|
$ | 13,590 | ||
|
Equity instruments (4.1 million shares of Class A Non-voting stock at $15.92 per share)
|
64,609 | |||
|
|
||||
|
Fair value of total consideration transferred
|
78,199 | |||
|
|
||||
|
Capitalized acquisition costs
|
894 | |||
|
Cash acquired
|
(1,410 | ) | ||
|
|
||||
|
Total purchase price
|
77,683 | |||
|
|
||||
|
|
||||
|
Assumed debt
|
30,385 | |||
|
|
||||
|
Total acquisition costs
|
$ | 108,068 | ||
|
|
||||
|
|
||||
|
Current assets:
|
||||
|
Pawn loans
|
$ | 17,886 | ||
|
Pawn service charges receivable
|
3,491 | |||
|
Inventory
|
16,265 | |||
|
Deferred tax asset
|
4,394 | |||
|
Prepaid expenses and other assets
|
1,438 | |||
|
|
||||
|
Total current assets
|
43,474 | |||
|
|
||||
|
Property and equipment
|
5,584 | |||
|
Deferred tax asset, non-current
|
690 | |||
|
Goodwill
|
61,877 | |||
|
Other assets
|
5,719 | |||
|
|
||||
|
Total assets
|
$ | 117,344 | ||
|
|
||||
|
Current liabilities:
|
||||
|
Current maturities of long-term debt
|
$ | (4,000 | ) | |
|
Accounts payable and other accrued expenses
|
(8,404 | ) | ||
|
Customer layaway deposits
|
(872 | ) | ||
|
|
||||
|
Total current liabilities
|
(13,276 | ) | ||
|
|
||||
|
Long-term debt
|
(26,385 | ) | ||
|
|
||||
|
Total liabilities
|
(39,661 | ) | ||
|
|
||||
|
Net assets acquired
|
$ | 77,683 | ||
|
|
||||
|
|
||||
|
Goodwill recorded in U.S. Pawn segment
|
$ | 61,877 | ||
|
Goodwill deductible for tax purposes
|
— | |||
|
Indefinite lived intangible assets acquired:
|
||||
|
Trademark and trade names
|
$ | 4,870 | ||
|
Definite lived intangible assets acquired:
|
||||
|
Favorable lease asset
|
$ | 644 | ||
We estimated the fair value of the stock issued in the acquisition based on the average daily
closing market price of our stock from two days before to two days after the announcement of the
merger agreement. Since the date of acquisition, the total purchase price increased approximately
$0.3 million due to additional transaction related costs identified after the point of acquisition.
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Table of Contents
As we expect to use the trademark and trade names indefinitely, they are not amortized but are
tested at least annually for potential impairment. We are amortizing the favorable lease assets
over the related lease terms used for straight-line rent purposes.
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 prime pawn markets including making us the largest pawn store operator in Florida,
expected administrative savings, increased scale and the ability to implement certain processes and
practices at the acquired company in our existing and future operations.
The total purchase price presented above excludes contingent consideration paid under the terms of
the acquisition, which depended on the price at which VFS shareholders sold their EZCORP shares.
After the closing of the acquisition, we paid $10.7 million of contingent consideration to VFS
shareholders related to the sale of approximately 3.9 million EZCORP shares. In accordance with
accounting rules for contingent payments based on the acquirer’s stock price, all contingent
consideration paid was recorded as a reduction of the additional paid-in capital recorded with the
stock issuance and did not change the total recorded purchase price.
The results of the acquired stores have been consolidated with our results since their acquisition.
The following table summarizes unaudited pro forma condensed combined statements of operations
assuming the acquisition had occurred on the first day of fiscal 2009. Although VFS’s historical
fiscal year ended on a different date than that of EZCORP, all VFS data included in the pro forma
information are actual amounts for the periods indicated.
We have realized operating synergies and administrative savings. These come primarily from using
the best practices from EZCORP and VFS in each business, economies of scale, reduced administrative
support staff and the closure of VFS’s corporate offices. The pro forma information does not
include any potential operating efficiencies or cost savings from expected synergies. The pro
forma information is not necessarily an indication of the results that would have been achieved had
the acquisition been completed as of the date indicated or that may be achieved in the future.
The following table presents unaudited consolidated pro forma information as if the VFS acquisition
had occurred on October 1, 2009:
| Fiscal Year Ended | ||||
| September 30, 2009 | ||||
| (In thousands) | ||||
|
Total revenues
|
$ | 634,693 | ||
|
Net revenues
|
380,020 | |||
|
Net income
|
70,358 | |||
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Table of Contents
The following table provides information related to the acquisitions of domestic and foreign
pawn lending locations made during the years ended September 30, 2011, 2010 and 2009 (excluding
locations acquired in connection with the acquisition described above related to Value Financial
Services):
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands except store counts) | ||||||||||||
|
Number of asset purchase acquisitions
|
9 | 5 | 1 | |||||||||
|
Number of stock purchase acquisitions
|
3 | — | — | |||||||||
|
|
||||||||||||
|
U.S. pawn stores acquired
|
34 | 16 | 11 | |||||||||
|
Mexico pawn stores acquired
|
6 | — | — | |||||||||
|
|
||||||||||||
|
Total pawn stores acquired
|
40 | 16 | 11 | |||||||||
|
|
||||||||||||
|
Consideration:
|
||||||||||||
|
Cash
|
$ | 69,977 | $ | 22,507 | $ | 17,124 | ||||||
|
Equity instruments
|
7,304 | — | 17,250 | |||||||||
|
|
||||||||||||
|
Fair value of total consideration transferred
|
77,281 | 22,507 | 34,374 | |||||||||
|
|
||||||||||||
|
Capitalized acquisition costs
|
— | — | 178 | |||||||||
|
Acquisition
related costs included in administrative expenses
|
(920 | ) | (643 | ) | — | |||||||
|
Cash acquired
|
(1,138 | ) | (58 | ) | (117 | ) | ||||||
|
|
||||||||||||
|
Total purchase price
|
$ | 75,223 | $ | 21,806 | $ | 34,435 | ||||||
|
|
||||||||||||
|
Current assets:
|
||||||||||||
|
Pawn loans
|
$ | 8,572 | $ | 2,700 | $ | 5,442 | ||||||
|
Signature loans
|
710 | — | 55 | |||||||||
|
Auto title loans
|
— | — | 1,105 | |||||||||
|
Service charges and fees receivable
|
1,270 | 379 | 1,322 | |||||||||
|
Inventory
|
4,838 | 1,542 | 2,860 | |||||||||
|
Deferred tax asset
|
461 | 223 | 334 | |||||||||
|
Prepaid expenses and other assets
|
728 | 66 | 79 | |||||||||
|
|
||||||||||||
|
Total current assets
|
16,579 | 4,910 | 11,197 | |||||||||
|
|
||||||||||||
|
Property and equipment
|
1,051 | 387 | 392 | |||||||||
|
Goodwill
|
56,703 | 15,870 | 16,297 | |||||||||
|
Other assets
|
2,558 | 1,057 | 6,711 | |||||||||
|
|
||||||||||||
|
Total assets
|
$ | 76,891 | $ | 22,224 | $ | 34,597 | ||||||
|
|
||||||||||||
|
Current liabilities:
|
||||||||||||
|
Accounts payable and other accrued expenses
|
$ | (1,176 | ) | $ | (93 | ) | $ | (27 | ) | |||
|
Customer layaway deposits
|
(182 | ) | (102 | ) | (135 | ) | ||||||
|
Other current liabilities
|
(26 | ) | — | — | ||||||||
|
|
||||||||||||
|
Total current liabilities
|
(1,384 | ) | (195 | ) | (162 | ) | ||||||
|
|
||||||||||||
|
Deferred tax liability
|
(284 | ) | (223 | ) | — | |||||||
|
|
||||||||||||
|
Total liabilities
|
(1,668 | ) | (418 | ) | (162 | ) | ||||||
|
|
||||||||||||
|
Net assets acquired
|
$ | 75,223 | $ | 21,806 | $ | 34,435 | ||||||
|
|
||||||||||||
|
|
||||||||||||
|
Goodwill deductible for tax purposes
|
$ | 34,376 | $ | 15,870 | $ | 16,297 | ||||||
|
Goodwill recorded in U.S. Pawn Segment
|
53,555 | 15,870 | 16,297 | |||||||||
|
Goodwill recorded in Empeño Fácil segment
|
3,148 | — | — | |||||||||
|
|
||||||||||||
|
Indefinite lived intangible assets acquired:
|
||||||||||||
|
Pawn licenses
|
$ | — | $ | 607 | $ | 6,680 | ||||||
|
Definite lived intangible assets acquired:
|
||||||||||||
|
Favorable lease asset
|
$ | 111 | $ | — | $ | — | ||||||
|
Non-compete agreements
|
769 | 420 | — | |||||||||
The fiscal
year 2011 acquisitions in the table above include an acquisition of
the trademark and
licensing rights for Cash Converters in Canada, in which no goodwill was acquired. The factors
contributing to the recognition of goodwill were
61
Table of Contents
based on several strategic and synergistic benefits we expect to realize from the acquisitions.
These benefits include our initial entry into Chicago, Iowa, Wisconsin, Utah, Hidalgo and Tlaxcala
in addition to a greater presence in the prime pawn market of Florida and the ability to further
leverage our expense structure through increased scale.
All stores were acquired as part of our continuing strategy to acquire pawn stores to enhance and
diversify our earnings. Transaction related expenses were not material and were expensed as
incurred. The results of all acquired stores have been consolidated with our results since their
acquisition. The purchase price allocation of stores acquired in the most recent twelve months is
preliminary as we continue to receive information regarding the acquired assets. Pro forma results
of operations have not been presented because the acquisitions were not significant on either an
individual or an aggregate basis, and it is not practicable to do so, as historical audited
financial statements are not readily available.
Note C: Earnings Per Share
We compute basic earnings per share on the basis of the weighted average number of shares of common
stock outstanding during the period. We compute diluted earnings per share on the basis of the
weighted average number of shares of common stock plus the effect of dilutive potential common
shares outstanding during the period using the treasury stock method. Dilutive potential common
shares include outstanding stock options and restricted stock awards.
Potential common shares are required to be excluded from the computation of diluted earnings per
share if the assumed proceeds upon exercise or vest, as defined by FASB ASC 718-10-25, are greater
than the cost to re-acquire the same number of shares at the average market price, and therefore
the effect would be anti-dilutive.
Components of basic and diluted earnings per share and excluded anti-dilutive potential common
shares are as follows:
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| ( In thousands, except per share amounts ) | ||||||||||||
|
Net income (A)
|
$ | 122,159 | $ | 97,294 | $ | 68,472 | ||||||
|
|
||||||||||||
|
|
||||||||||||
|
Weighted average outstanding shares of common stock (B)
|
49,917 | 49,033 | 47,372 | |||||||||
|
Dilutive effect of stock options and restricted stock
|
452 | 543 | 704 | |||||||||
|
|
||||||||||||
|
Weighted average common stock and common stock equivalents (C)
|
50,369 | 49,576 | 48,076 | |||||||||
|
|
||||||||||||
|
|
||||||||||||
|
Basic earnings per share (A/B)
|
$ | 2.45 | $ | 1.98 | $ | 1.45 | ||||||
|
|
||||||||||||
|
|
||||||||||||
|
Diluted earnings per share (A/C)
|
$ | 2.43 | $ | 1.96 | $ | 1.42 | ||||||
|
|
||||||||||||
|
|
||||||||||||
|
Potential common shares excluded from the calculation of diluted earnings per share
|
2 | 15 | 124 | |||||||||
Note D: Strategic Investments and Fair Value of Financial Instruments
At September 30, 2011, we owned 16,644,640 ordinary shares of Albemarle & Bond Holdings, PLC,
representing almost 30% of its total outstanding shares. Our total cost for those shares was
approximately $27.6 million. Albemarle & Bond is primarily engaged in pawnbroking, retail jewelry
sales, check cashing and lending in the United Kingdom. We account for the investment using the
equity method. Since Albemarle & Bond’s fiscal year ends three months prior to ours, we report the
income from this investment on a three-month lag. Albemarle & Bond files semi-annual financial
reports for its fiscal periods ending December 31 and June 30. The income reported for our fiscal
year ended September 30, 2011 represents our percentage interest in the results of Albemarle &
Bond’s operations from July 1, 2010 to June 30, 2011. In fiscal 2011, 2010 and 2009, we received
dividends from Albemarle & Bond of $3.2 million, $2.3 million and $1.6 million. Albemarle & Bond’s
accumulated undistributed after-tax earnings included in our consolidated retained earnings were
$23.5 million at September 30, 2011.
Conversion of Albemarle & Bond’s financial statements into US Generally Accepted Accounting
Principles (“GAAP”) resulted in no material differences from those reported by Albemarle & Bond
following International Financial Reporting Standards (“IFRS”).
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Table of Contents
In its functional currency of British pounds, Albemarle & Bond’s total assets increased 19% from
June 30, 2010 to June 30, 2011 and its net income improved 6% for the year ended June 30, 2011.
Below is summarized financial information for Albemarle & Bond’s most recently reported results
after translation to U.S. dollars (using the exchange rate as of June 30 of each year for balance
sheet items and average exchange rates for the income statement items for the periods indicated):
| As of June 30, | ||||||||
| 2011 | 2010 | |||||||
| (In thousands) | ||||||||
|
Current assets
|
$ | 125,862 | $ | 97,476 | ||||
|
Non-current assets
|
64,325 | 52,325 | ||||||
|
|
||||||||
|
Total assets
|
$ | 190,187 | $ | 149,801 | ||||
|
|
||||||||
|
|
||||||||
|
Current liabilities
|
$ | 18,620 | $ | 17,898 | ||||
|
Non-current liabilities
|
57,016 | 42,078 | ||||||
|
Shareholders’ equity
|
114,551 | 89,825 | ||||||
|
|
||||||||
|
Total liabilities and shareholders’ equity
|
$ | 190,187 | $ | 149,801 | ||||
|
|
||||||||
| Years ended June 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Gross revenues
|
$ | 162,002 | $ | 129,794 | $ | 89,712 | ||||||
|
Gross profit
|
97,197 | 84,850 | 68,572 | |||||||||
|
Profit for the year (net income)
|
24,324 | 22,792 | 17,239 | |||||||||
At September 30, 2011, the recorded balance of our investment in Albemarle & Bond, accounted
for on the equity method, was $48.4 million. Because Albemarle & Bond publicly reports its
financial results only semi-annually as of June 30 and December 31, the latest Albemarle & Bond
figures available are as of June 30, 2011, at which point our equity in net assets of Albemarle &
Bond was $34.4 million. The difference between the recorded balance and our equity in Albemarle &
Bond’s net assets represents the $10.0 million of unamortized goodwill, plus the cumulative
difference resulting from Albemarle & Bond’s earnings, dividend payments and translation gains and
losses since the dates of investment.
At September 30, 2011, we owned 124,418,000 shares, or approximately 33% of the total ordinary
shares of Cash Converters International Limited, which is a publicly traded company headquartered
in Perth, Australia. We acquired the shares between November 2009 and May 2010 for approximately
$57.8 million. Cash Converters franchises and operates a worldwide network of approximately 600
specialty financial services and retail stores that provide pawn loans, short-term unsecured loans
and other consumer finance products, and buy and sell second-hand goods. Cash Converters has
significant store concentrations in Australia and the United Kingdom.
We account for our investment in Cash Converters using the equity method. Since Cash Converters’
fiscal year ends three months prior to ours, we report the income from this investment on a
three-month lag. Cash Converters files semi-annual financial reports for its fiscal periods ending
December 31 and June 30. Due to the three-month lag, income reported for our fiscal year ended
September 30, 2011 represents our percentage interest in the results of cash Converters’ operations
from July 1, 2010 to June 30, 2011. Our results for the twelve-month period ended September 30,
2010 include our percentage interest in Cash Converters’ 237 days of earnings from November 6, 2009
to June 30, 2010. This amount was estimated through daily proration of Cash Converters’ reported
results for the twelve months ended June 30, 2010. In fiscal 2011 and 2010, we received dividends
from Cash Converters of $4.1 and $1.5 million. Cash Converters’ accumulated undistributed
after-tax earnings included in our consolidated retained earnings were $7.3 million at September
30, 2011.
Conversion of Cash Converters’ financial statements into US GAAP resulted in no material
differences from those reported by Cash Converters following IFRS.
In its functional currency of Australian dollars, Cash Converters’ total assets increased 18% from
June 30, 2010 to June 30, 2011 and its net income improved 27% for the year ended June 30, 2011.
Below is summarized financial information for
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Table of Contents
Cash Converters’ most recently reported results after translation to U.S. dollars (using the
exchange rate as of June 30 of each year for balance sheet items and average exchange rates for the
income statement items for the periods indicated):
| As of June 30, | ||||||||
| 2011 | 2010 | |||||||
| (In thousands) | ||||||||
|
Current assets
|
$ | 119,633 | $ | 96,489 | ||||
|
Non-current assets
|
126,811 | 72,408 | ||||||
|
|
||||||||
|
Total assets
|
$ | 246,444 | $ | 168,897 | ||||
|
|
||||||||
|
|
||||||||
|
Current liabilities
|
$ | 38,235 | $ | 19,179 | ||||
|
Non-current liabilities
|
22,528 | 10,199 | ||||||
|
Shareholders’ equity
|
185,681 | 139,519 | ||||||
|
|
||||||||
|
Total liabilities and shareholders’ equity
|
$ | 246,444 | $ | 168,897 | ||||
|
|
||||||||
| Years Ended June 30, | ||||||||
| 2011 | 2010 | |||||||
| (In thousands) | ||||||||
|
Gross revenues
|
$ | 184,011 | $ | 111,218 | ||||
|
Gross profit
|
138,997 | 84,296 | ||||||
|
Profit for the year (net income)
|
27,328 | 19,122 | ||||||
At September 30, 2011, the recorded balance of our investment in Cash Converters, accounted
for on the equity method, was $72.0 million. Because Cash Converters publicly reports its
financial results only semi-annually as of June 30 and December 31, the latest Cash Converters
figures available are as of June 30, 2011, at which point our equity in net assets of Cash
Converters was $60.8 million. The difference between the recorded balance and our equity in Cash
Converters’ net assets represents the $15.0 million of unamortized goodwill, plus the cumulative
difference resulting from Cash Converters’ earnings, dividend payments and translation gains and
losses since the dates of investment.
The table below summarizes the recorded value and fair value of each of these strategic investments
at the dates indicated. These fair values are considered level one estimates within the fair value
hierarchy of FASB ASC 820-10-50, and were calculated as (a) the quoted stock price on each
company’s principal market multiplied by (b) the number of shares we owned multiplied by (c) the
applicable foreign currency exchange rate at the dates indicated. We included no control premium
for owning a large percentage of outstanding shares.
| September 30, | ||||||||
| 2011 | 2010 | |||||||
| (In thousands of U.S. dollars) | ||||||||
|
Albemarle & Bond:
|
||||||||
|
Recorded value
|
$ | 48,361 | $ | 43,127 | ||||
|
Fair value
|
91,741 | 75,520 | ||||||
|
|
||||||||
|
Cash Converters:
|
||||||||
|
Recorded value
|
71,958 | 58,259 | ||||||
|
Fair value
|
53,600 | 70,005 | ||||||
In August 2011, legislation was
proposed in Australia that would, among other things, limit the interest
charged on certain consumer loans and prohibit loan extensions and refinancings. If this legislation is
enacted in its currently proposed form, Cash Converters’ consumer loan business in Australia may be
adversely affected, which could have the effect of decreasing Cash Converters’ revenues and earnings.
Cash Converters has announced that it is considering a wide range of steps which it can implement to
reduce the potential adverse impact if the proposed legislation is enacted and that it believes it may be
able to substantially reduce the adverse effects. As of September 30, 2011, the fair value of our
investment in Cash Converters (based on the market price of Cash Converters stock as of that date) was
below our recorded value. In light of Cash Converters’ statements regarding its ability to mitigate the
potential impact of the proposed legislation, we consider this loss in value to be temporary.
64
Table of Contents
Included in “Other Assets, net” on our balance sheets are available for sale securities with a fair
value of $5.4 million at September 30, 2011 and $4.9 million at September 30, 2010. This is
considered to be a level one measurement of fair value as it is based on the ending market price
for the securities at that date, as quoted on an active public securities exchange.
Note E: Property and Equipment
Major classifications of property and equipment were as follows:
| September 30, | ||||||||||||||||||||||||
| 2011 | 2010 | |||||||||||||||||||||||
| Carrying | Accumulated | Net Book | Carrying | Accumulated | Net Book | |||||||||||||||||||
| Amount | Depreciation | Value | Amount | Depreciation | Value | |||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||
|
Land
|
$ | 4 | $ | — | $ | 4 | $ | — | $ | — | $ | — | ||||||||||||
|
Buildings and improvements
|
88,263 | (53,094 | ) | 35,169 | 78,997 | (47,851 | ) | 31,146 | ||||||||||||||||
|
Furniture and equipment
|
85,654 | (52,562 | ) | 33,092 | 70,419 | (44,209 | ) | 26,210 | ||||||||||||||||
|
Software
|
28,653 | (23,238 | ) | 5,415 | 25,128 | (21,871 | ) | 3,257 | ||||||||||||||||
|
Construction in progress
|
4,818 | — | 4,818 | 1,680 | — | 1,680 | ||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Total
|
$ | 207,392 | $ | (128,894 | ) | $ | 78,498 | $ | 176,224 | $ | (113,931 | ) | $ | 62,293 | ||||||||||
|
|
||||||||||||||||||||||||
Depreciation expense for fiscal 2011, 2010 and 2009 was $17.5 million, $14.0 million and $12.3
million. Included in these amounts for fiscal 2011, 2010 and 2009 is $1.4 million, $0.9 million
and $1.0 million of depreciation expense related to capitalized computer software.
Note F: Goodwill and Other Intangible Assets
The following table presents the balance of each major class of indefinite-lived intangible asset
at the specified dates:
| September 30, | ||||||||
| 2011 | 2010 | |||||||
| (In thousands) | ||||||||
|
Pawn licenses
|
$ | 8,836 | $ | 8,836 | ||||
|
Trade name
|
4,870 | 4,870 | ||||||
|
Goodwill
|
173,206 | 117,305 | ||||||
|
|
||||||||
|
Total
|
$ | 186,912 | $ | 131,011 | ||||
|
|
||||||||
The following table presents the changes in the carrying value of goodwill, by segment, for
the fiscal years ended September 30, 2011 and 2010:
| U.S. Pawn | Empeño | EZMONEY | ||||||||||||||
| Operations | Fácil | Operations | Consolidated | |||||||||||||
| (In thousands) | ||||||||||||||||
|
Balance at September 30, 2009
|
$ | 94,192 | $ | 6,527 | $ | — | $ | 100,719 | ||||||||
|
Acquisitions
|
15,871 | — | — | 15,871 | ||||||||||||
|
Post-closing purchase price allocation
adjustments for prior year acquisitions
|
192 | — | — | 192 | ||||||||||||
|
Effect of foreign currency translation changes
|
— | 523 | — | 523 | ||||||||||||
|
|
||||||||||||||||
|
Balance at September 30, 2010
|
110,255 | 7,050 | — | 117,305 | ||||||||||||
|
|
||||||||||||||||
|
Acquisitions
|
53,642 | 3,148 | — | 56,790 | ||||||||||||
|
Effect of foreign currency translation changes
|
— | (889 | ) | — | (889 | ) | ||||||||||
|
|
||||||||||||||||
|
Balance at September 30, 2011
|
$ | 163,897 | $ | 9,309 | $ | — | $ | 173,206 | ||||||||
|
|
||||||||||||||||
65
Table of Contents
The following table presents the gross carrying amount and accumulated amortization for each
major class of definite-lived intangible asset at the specified dates:
| September 30, | ||||||||||||||||||||||||
| 2011 | 2010 | |||||||||||||||||||||||
| Carrying | Accumulated | Net Book | Carrying | Accumulated | Net Book | |||||||||||||||||||
| Amount | Amortization | Value | Amount | Amortization | Value | |||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||
|
Real estate finders’ fees
|
$ | 1,157 | $ | (479 | ) | $ | 678 | $ | 948 | $ | (401 | ) | $ | 547 | ||||||||||
|
Non-compete agreements
|
3,722 | (2,459 | ) | 1,263 | 3,081 | (1,834 | ) | 1,247 | ||||||||||||||||
|
Favorable lease
|
755 | (322 | ) | 433 | 644 | (219 | ) | 425 | ||||||||||||||||
|
Franchise Rights
|
1,547 | (32 | ) | 1,515 | — | — | — | |||||||||||||||||
|
Deferred financing costs
|
2,411 | (262 | ) | 2,149 | 1,469 | (982 | ) | 487 | ||||||||||||||||
|
Other
|
58 | (12 | ) | 46 | 48 | (6 | ) | 42 | ||||||||||||||||
|
|
||||||||||||||||||||||||
|
Total
|
$ | 9,650 | $ | (3,566 | ) | $ | 6,084 | $ | 6,190 | $ | (3,442 | ) | $ | 2,748 | ||||||||||
|
|
||||||||||||||||||||||||
The amortization of most definite lived intangible assets is recorded as amortization expense.
The favorable lease asset and other intangibles are amortized to operations expense (rent expense)
over the related lease terms.
The deferred financing costs are amortized to interest expense over
the life of our credit agreement.
The following table presents the amount and classification of
amortization recognized as expense in each of the periods presented:
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Amortization expense
|
$ | 855 | $ | 631 | $ | 485 | ||||||
|
Operations expense
|
111 | 129 | 95 | |||||||||
|
Interest expense
|
615 | 403 | 296 | |||||||||
|
|
||||||||||||
|
Total expense from the amortization of definite-lived intangible assets
|
$ | 1,581 | $ | 1,163 | $ | 876 | ||||||
|
|
||||||||||||
The following table presents our estimate of amortization expense for definite-lived
intangible assets:
| Fiscal Years Ended September 30, | Amortization Expense | Operations Expense | Interest Expense | |||||||||
| (In thousands) | ||||||||||||
|
2012
|
$ | 784 | $ | 92 | $ | 599 | ||||||
|
2013
|
346 | 76 | 599 | |||||||||
|
2014
|
271 | 62 | 599 | |||||||||
|
2015
|
234 | 51 | 352 | |||||||||
|
2016
|
193 | 48 | — | |||||||||
As acquisitions and dispositions occur in the future, amortization expense may vary from these
estimates.
Note G: Accounts Payable and Other Accrued Expenses
Accounts payable and other accrued expenses consisted of the following:
| September 30, | ||||||||
| 2011 | 2010 | |||||||
| (In thousands) | ||||||||
|
Trade accounts payable
|
$ | 9,949 | $ | 9,135 | ||||
|
Accrued payroll and related expenses
|
22,326 | 20,838 | ||||||
|
Accrued interest
|
13 | 94 | ||||||
|
Accrued rent and property taxes
|
10,728 | 9,121 | ||||||
|
Accrual for expected losses on credit service letters of credit
|
1,795 | 1,699 | ||||||
|
Collected funds payable to unaffiliated lenders under credit service programs
|
1,705 | 823 | ||||||
|
Other accrued expenses
|
10,884 | 7,953 | ||||||
|
|
||||||||
|
|
$ | 57,400 | $ | 49,663 | ||||
|
|
||||||||
66
Table of Contents
On May 10, 2011, we entered into a new senior secured credit agreement with a syndicate of five
banks, replacing our previous credit agreement. Among other things, the new credit agreement
provides for a four year $175 million revolving credit facility that we may, under the terms of the
agreement, request to be increased to a total of $225 million. Upon entering the new credit
agreement, we repaid and retired our $17.5 million outstanding debt. The new credit facility
increases our available credit and provides greater flexibility to make investments and
acquisitions both domestically and internationally.
Pursuant to the credit agreement, we may choose to pay interest to the lenders for outstanding
borrowings at LIBOR plus 200 to 275 basis points or the bank’s base rate plus 100 to 175 basis
points, depending on our leverage ratio computed at the end of each calendar quarter. On the unused
amount of the credit facility, we pay a commitment fee of 37.5 to 50 basis points depending on our
leverage ratio calculated at the end of each quarter. From the closing date to approximately
October 31, 2011, we paid a minimum interest rate of LIBOR plus 250 basis points or the bank’s base
rate plus 150 basis points, at our option, and a commitment fee of 50 basis points on the unused
portion of the credit line. Terms of the credit agreement require, among other things, that we meet
certain financial covenants. At September 30, 2011, we were in compliance with all covenants. We
expect the recorded value of our debt to approximate its fair value as it is all variable rate debt
and carries no pre-payment penalty.
At September 30, 2011, $17.5 million was outstanding under our revolving credit agreement. We also
issued $5.0 million of bank letters of credit, leaving $152.5 million available on our revolving
credit facility. The outstanding bank letters of credit secure our obligations under letters of
credit we issue to unaffiliated lenders as part of our credit service operations.
In connection with the credit agreement we expensed $0.1 million of unamortized deferred financing
costs related to our former credit agreement and recorded approximately $2.3 million deferred
financing costs related to our new facility. These costs are included in intangible assets, net on
the balance sheet and are being amortized to interest expense over their four-year estimated useful
life.
Note I: Common Stock, Options, and Stock Compensation
Our capital stock consists of two classes of common stock designated as Class A Non-voting Common
Stock (“Class A Common Stock”) and Class B Voting Common Stock (“Class B Common Stock”). The
rights, preferences and privileges of the Class A and Class B Common Stock are similar except that
each share of Class B Common Stock has one vote and each share of Class A Common Stock has no
voting privileges. All Class A Common Stock is publicly held. Holders of Class B Common Stock
may, individually or as a class, convert some or all of their shares into Class A Common Stock on a
one-to-one basis. Class A Common Stock becomes voting common stock upon the conversion of all
Class B Common Stock to Class A Common Stock. We are required to reserve the number of authorized
but unissued shares of Class A Common Stock that would be issuable upon conversion of all
outstanding shares of Class B Common Stock.
The following table presents information on newly registered shares of our Class A Common Stock
issued as acquisition consideration:
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
|
Shares issued due to acquisitions
|
208,763 | — | 5,174,900 | |||||||||
We account for stock compensation in accordance with the fair value recognition and
measurement provisions of FASB ASC 718-10-25 (Compensation-Stock Compensation). Compensation cost
recognized includes compensation cost for all unvested stock compensation payments, based on the
closing market price of our stock on the date of grant. We amortize the fair value of grants to
compensation expense on a ratable basis over the vesting period for
both cliff vesting and pro-rata
vesting grants. We have not granted any stock options since fiscal 2007.
67
Table of Contents
Our net income includes the following compensation costs related to our stock compensation
arrangements:
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Gross compensation costs
|
||||||||||||
|
Stock options
|
$ | — | $ | 4 | $ | 63 | ||||||
|
Restricted stock
|
13,208 | 4,508 | 3,638 | |||||||||
|
|
||||||||||||
|
Total gross compensation costs
|
13,208 | 4,512 | 3,701 | |||||||||
|
|
||||||||||||
|
Income tax benefits
|
||||||||||||
|
Stock options
|
(1 | ) | (56 | ) | (32 | ) | ||||||
|
Restricted stock
|
(4,508 | ) | (1,517 | ) | (1,208 | ) | ||||||
|
|
||||||||||||
|
Total income tax benefits
|
(4,509 | ) | (1,573 | ) | (1,240 | ) | ||||||
|
|
||||||||||||
|
|
||||||||||||
|
Net compensation expense
|
$ | 8,699 | $ | 2,939 | $ | 2,461 | ||||||
|
|
||||||||||||
All options and restricted stock relate to our Class A Common Stock.
Our non-employee directors have been granted restricted stock awards and non-qualified stock
options that vest in one to two years from grant, with the options expiring in ten years.
Restricted stock awards, non-qualified options and incentive stock options have been granted to our
officers and employees under our 1998, 2003, 2006 and 2010 Incentive Plans. Most options have a
contractual life of ten years and provide for pro-rata vesting over five years, but some provide for
cliff vesting. Outstanding options have been granted with strike prices ranging from $0.86 per
share to $4.05 per share. These were granted at or above the market price at the time of grant,
and had no intrinsic value on the grant date.
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
(“RSAs”) and stock appreciation rights covering up to 1,575,750 shares of our Class A Common Stock,
including 75,750 shares that remained available for issuance under the previous plan. Awards that
expire or are canceled without delivery of shares under the 2010 Incentive Plan generally become
available for issuance in new grants. We generally issue new shares to satisfy stock option
exercises, but used 10,000 treasury shares to satisfy one option exercise in fiscal 2009. We no
longer hold any treasury shares. At September 30, 2011, 779,750 shares were available for grant
under the 2010 Plan.
We measure the fair value of RSAs based upon the closing market price of our common stock as of the
grant date. A summary of the RSA activity as follows:
| Fiscal Year Ended September 30, 2011 | ||||||||
| Weighted | ||||||||
| Average | ||||||||
| Grant Date | ||||||||
| Shares | Fair Value | |||||||
|
Outstanding at beginning of year
|
1,781,250 | $ | 13.50 | |||||
|
Granted
|
868,500 | 20.34 | ||||||
|
Released
|
(1,035,250 | ) | 13.08 | |||||
|
Forfeited
|
(79,500 | ) | 16.61 | |||||
|
|
||||||||
|
Outstanding at end of year
|
1,535,000 | $ | 17.49 | |||||
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In millions except per share amounts) | ||||||||||||
|
Weighted
average grant-date fair value per share of RSAs granted
|
$ | 20.34 | $ | 14.64 | $ | 17.51 | ||||||
|
Total grant —date fair value of RSAs vested
|
$ | 13.5 | $ | 0.2 | $ | 4.8 | ||||||
68
Table of Contents
At September 30, 2011, the unamortized fair value of RSAs to be amortized over their remaining
vesting periods was approximately $20.8 million and the fair value of all options had been fully
amortized to expense. The weighted average period over which these costs will be amortized is four
years.
A summary of the option activity for the current fiscal year follows:
| Weighted | ||||||||||||||||
| Average | ||||||||||||||||
| Weighted | Remaining | Aggregate | ||||||||||||||
| Average | Contractual | Intrinsic | ||||||||||||||
| Exercise | Term | Value | ||||||||||||||
| Shares | Price | (In years) | (In thousands) | |||||||||||||
|
Outstanding at September 30, 2010
|
293,398 | $ | 3.81 | |||||||||||||
|
Granted
|
— | — | ||||||||||||||
|
Forfeited
|
— | — | ||||||||||||||
|
Expired
|
(8,400 | ) | 1.48 | |||||||||||||
|
Exercised
|
(62,600 | ) | 6.57 | |||||||||||||
|
|
||||||||||||||||
|
Outstanding at September 30, 2011
|
222,398 | $ | 3.12 | 2.37 | $ | 5,652 | ||||||||||
|
Vested and expected to vest
|
222,398 | $ | 3.12 | 2.37 | $ | 5,652 | ||||||||||
|
Vested at September 30, 2011
|
222,398 | $ | 3.12 | 2.37 | $ | 5,652 | ||||||||||
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In millions except share amounts) | ||||||||||||
|
Shares issued due to stock option exercises
|
62,173 | 494,202 | 1,528,048 | |||||||||
|
Proceeds due to stock option exercises
|
$ | 0.4 | $ | 1.6 | $ | 4.9 | ||||||
|
Tax benefit from stock option exercises
|
$ | 0.2 | $ | 2.1 | $ | 1.4 | ||||||
|
Intrinsic value of stock options exercised
|
$ | 1.5 | $ | 7.7 | $ | 15.5 | ||||||
Note J: Income Taxes
Significant components of the income tax provision are as follows:
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Current
|
||||||||||||
|
Federal
|
$ | 50,148 | $ | 54,931 | $ | 38,898 | ||||||
|
State and foreign
|
2,728 | 2,172 | 1,519 | |||||||||
|
|
||||||||||||
|
|
52,876 | 57,103 | 40,417 | |||||||||
|
Deferred
|
||||||||||||
|
Federal
|
13,408 | (2,811 | ) | (3,516 | ) | |||||||
|
State and foreign
|
268 | (56 | ) | (61 | ) | |||||||
|
|
||||||||||||
|
|
13,676 | (2,867 | ) | (3,577 | ) | |||||||
|
|
||||||||||||
|
|
$ | 66,552 | $ | 54,236 | $ | 36,840 | ||||||
|
|
||||||||||||
69
Table of Contents
A reconciliation of income taxes calculated at the statutory rate and the provision for income
taxes attributable to continuing operations is as follows:
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Income taxes at the federal statutory rate
|
$ | 66,049 | $ | 53,035 | $ | 36,859 | ||||||
|
Non-deductible expense related to incentive stock options
|
— | 1 | 112 | |||||||||
|
State income tax, net of federal benefit
|
2,728 | 2,172 | 1,519 | |||||||||
|
Change in valuation allowance
|
1,425 | 1,273 | 157 | |||||||||
|
Federal tax credits
|
(167 | ) | (134 | ) | (181 | ) | ||||||
|
Foreign tax credit
|
(4,356 | ) | (2,849 | ) | (1,228 | ) | ||||||
|
Other
|
873 | 738 | (398 | ) | ||||||||
|
|
||||||||||||
|
Total provision
|
$ | 66,552 | $ | 54,236 | $ | 36,840 | ||||||
|
|
||||||||||||
|
|
||||||||||||
|
Effective Tax Rate
|
35.3 | % | 35.8 | % | 35.0 | % | ||||||
|
|
||||||||||||
The decrease in the fiscal 2011 effective tax rate is due primarily to an increase in foreign
tax credits, partly offset by a valuation allowance established on our foreign net operating losses
during the start-up phase of operations in Canada. If we are able to generate taxable income in
Canada in future years, this valuation allowance may then be reversed and the related deferred tax
assets realized. Taking into account all the above factors and our expectations, we estimate our
effective tax rate in the year ending September 30, 2012 will be approximately 35.2%.
Significant components of our deferred tax assets and liabilities as of September 30 are as follows
(
in thousands)
:
| September 30, | ||||||||
| 2011 | 2010 | |||||||
| (In thousands) | ||||||||
|
Deferred tax assets:
|
||||||||
|
Book over tax depreciation
|
$ | 1,001 | $ | 3,894 | ||||
|
Tax over book inventory
|
3,457 | 9,836 | ||||||
|
Accrued liabilities
|
12,220 | 11,041 | ||||||
|
Pawn service charges receivable
|
3,775 | 3,552 | ||||||
|
Stock compensation
|
— | 2,838 | ||||||
|
Net operating loss carry-forward on foreign operations
|
1,425 | 1,273 | ||||||
|
|
||||||||
|
Total deferred tax assets
|
21,878 | 32,434 | ||||||
|
|
||||||||
|
Deferred tax liabilities:
|
||||||||
|
Tax over book amortization
|
6,605 | 5,122 | ||||||
|
Foreign income and dividends
|
2,932 | 2,163 | ||||||
|
Stock compensation
|
194 | |||||||
|
Prepaid expenses
|
928 | 608 | ||||||
|
|
||||||||
|
Total deferred tax liabilities
|
10,659 | 7,893 | ||||||
|
|
||||||||
|
|
||||||||
|
Net deferred tax asset
|
11,219 | 24,541 | ||||||
|
Valuation allowance
|
(1,425 | ) | (1,273 | ) | ||||
|
|
||||||||
|
Net deferred tax asset
|
$ | 9,794 | $ | 23,268 | ||||
|
|
||||||||
Substantially all of our operating income was generated from U.S. operations during 2010 and
2011, and we have elected to have our Mexican operations treated as a foreign branch of a U.S.
subsidiary for U.S. income tax purposes. At September 30, 2011 and 2010, we provided deferred
income taxes on all undistributed earnings from Albemarle & Bond, and received dividends of
approximately $3.2 million and $2.3 million. At September 30, 2011 and 2010, we provided deferred
income taxes on all undistributed earnings from Cash Converters, and received dividends of
approximately $4.1 million and $1.5 million. Any taxes paid to foreign governments on these
earnings may be used in whole or in part as credits against the U.S. tax on any dividends
distributed from such earnings.
70
Table of Contents
Under FASB ASC 740-10-25 (“Accounting for Uncertainty in Income Taxes”), a tax position must
be more-likely-than-not to be sustained upon examination, based on the technical merits of the
position to be recognized in the financial statements. In making the determination of
sustainability, we must presume the appropriate taxing authority with full knowledge of all
relevant information will examine tax positions. FASB ASC 740-10-25 also prescribes how the
benefit should be measured, including the consideration of any penalties and interest. It requires
that the standard be applied to the balances of tax assets and liabilities as of the beginning of
the period of adoption and that a corresponding adjustment be made to the opening balance of
equity. As a result of the adoption of FASB ASC 740-10-25, we recognized a $106,000 liability,
including $8,600 of penalties and interest, for unrecognized state income tax benefits net of
federal taxes, and recorded this as a cumulative adjustment to our beginning retained earnings at
October 1, 2007. We recorded an additional $380,000 uncertain tax position in fiscal 2008, and
reversed it in fiscal 2009 due to a change in accounting method for tax purposes.
We recognize interest and penalties related to unrecognized tax benefits as federal income tax
expense on our statement of operations.
Below is a reconciliation of the beginning and ending unrecognized tax benefits for the periods
since adoption of FASB ASC 740-10-25
(in thousands)
:
|
Unrecognized tax benefits at September 30, 2008
|
$ | 486 | ||
|
Reduction based on prior year tax positions
|
(380 | ) | ||
|
Additions based on current year tax positions
|
— | |||
|
Reductions based on settlements with taxing authorities
|
— | |||
|
Reductions due to lapse in statute of limitations
|
— | |||
|
|
||||
|
Unrecognized tax benefits at September 30, 2009
|
106 | |||
|
Reduction based on prior year tax positions
|
— | |||
|
Additions based on current year tax positions
|
— | |||
|
Reductions based on settlements with taxing authorities
|
— | |||
|
Reductions due to lapse in statute of limitations
|
(55 | ) | ||
|
|
||||
|
Unrecognized tax benefits at September 30, 2010
|
51 | |||
|
Reduction based on prior year tax positions
|
— | |||
|
Additions based on current year tax positions
|
— | |||
|
Reductions based on settlements with taxing authorities
|
— | |||
|
Reductions due to lapse in statute of limitations
|
(51 | ) | ||
|
|
||||
|
Unrecognized tax benefits at September 30, 2011
|
$ | — | ||
|
|
||||
We are subject to U.S., Mexican, and Canadian income taxes as well as to income taxes levied
by various state and local jurisdictions. With few exceptions, we are no longer subject to
examinations by tax authorities for years before the tax year ended September 30, 2007.
Note K: Related Party Transactions
Effective October 1, 2010, 2009 and 2008, we entered one-year financial advisory services
agreements with Madison Park, LLC, a business and financial advisory firm wholly-owned by Phillip
E. Cohen, the beneficial owner of all of our outstanding Class B Common Stock. Either party
could terminate the agreements at any time on thirty days written notice, but neither party elected
to do so. The agreements required Madison Park to provide advice on our business and long-term
strategic plan, including acquisitions and strategic alliances, operating and strategic objectives,
investor relations, relations with investment bankers and other members of the financial services
industry, international business development and strategic investment opportunities, and financial
matters. The monthly fee for the services was $400,000 in fiscal 2011, $300,000 in fiscal 2010 and
$200,000 in fiscal 2009. Total payments to Madison Park were $4.8 million in fiscal 2011, $3.6
million in fiscal 2010 and $2.4 million in fiscal 2009.
Effective
October 1, 2011, we entered into a new financial advisory services agreement with Madison Park
with a one-year term that expires September 30, 2012. The terms of the agreement are substantially
the same as those in the fiscal 2011 agreement described above,
except the monthly fee is
$500,000.
Prior to approval of the Madison Park agreement and pursuant to our Policy for Review and
Evaluation of Related Party Transactions, the Audit Committee of our Board of Directors implemented
measures designed to ensure that the advisory services agreement with Madison Park was considered,
analyzed, negotiated and approved objectively. Those measures
71
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included the engagement of an independent financial advisory firm to counsel and advise the
committee in the course of its consideration and evaluation of the Madison Park relationship and
the proposed terms of the new advisory services agreement and the receipt of a fairness opinion
with respect to the fee to be paid to Madison Park.
After consideration and discussion of a number of factors, the information and fairness opinion
provided by its independent financial advisory firm, and the relationships and the interests of Mr.
Cohen, the Audit Committee concluded that the advisory services agreement was fair to, and in the
best interests of, the company and its stockholders and, on that basis, approved the engagement of
Madison Park pursuant to the advisory services agreement.
Note L: Leases
We lease various facilities and certain equipment under operating leases. We also sublease some of
the above facilities. Future minimum rentals due under non-cancelable leases and annual future
minimum rentals expected under subleases are as follows:
| Fiscal Years Ended September 30, | ||||||||
| Lease | Sublease | |||||||
| Payments | Revenue | |||||||
|
|
||||||||
| (In thousands) | ||||||||
|
2012
|
$ | 45,181 | $ | 226 | ||||
|
2013
|
39,243 | 161 | ||||||
|
2014
|
30,001 | 111 | ||||||
|
2015
|
22,171 | 12 | ||||||
|
2016
|
13,874 | — | ||||||
|
Thereafter
|
19,731 | — | ||||||
|
|
||||||||
|
|
$ | 170,201 | $ | 510 | ||||
|
|
||||||||
After an initial lease term of generally three to ten years, our lease agreements typically
allow renewals in three to five-year increments. Our lease agreements generally include rent
escalations throughout the initial lease term. Rent escalations are included in the above numbers.
For financial reporting purposes, the aggregate rentals over the lease term, including lease
renewal options that are reasonably assured, are expensed on a straight-line basis.
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Gross rent expense
|
$ | 46,710 | $ | 39,394 | $ | 35,005 | ||||||
|
Sublease rent revenue
|
(141 | ) | (132 | ) | (81 | ) | ||||||
|
|
||||||||||||
|
Net rent expense
|
$ | 46,569 | $ | 39,262 | $ | 34,924 | ||||||
|
|
||||||||||||
Prior to fiscal 2008, we completed several sale-leaseback transactions of previously owned
facilities. Losses on sales were recognized immediately, and gains were deferred and are being
amortized as a reduction of lease expense over the terms of the related leases. The remaining
unamortized long-term portion of these deferred gains, amounting to $2.1 million at September 30,
2011, is included in “Deferred gains and other long-term liabilities” in our consolidated balance
sheet. The short-term portion, included in “Accounts payable and other accrued expenses” was $0.4
million at September 30, 2011. Future rentals on these sale-leasebacks are included in the above
schedule of future minimum rentals. Terms of these leases are consistent with the terms on our
other lease agreements.
Note M: Employment Agreements
Effective January 1, 2009, we entered into an Employment and Compensation Agreement with Joseph L.
Rotunda, who was our Chief Executive Officer at the time. That agreement expired on October 8,
2010, and Mr. Rotunda retired from his positions as Chief Executive Officer and a member of the
Board of Directors on October 31, 2010. The agreement provided Mr. Rotunda with certain severance
and termination benefits if he served the full term of the agreement (through October 8, 2010).
These benefits included (1) a cash payment in an amount equal to one year’s base salary plus his
most recent annual incentive bonus award (total of approximately $3.4 million, payable on January
7, 2011) and (2) a five-year consulting
72
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agreement that provides for the following: an annual consulting fee of $500,000; an annual
incentive bonus with a target amount equal to 50% of the annual fee and a maximum amount equal to
100% of the annual fee; and reimbursement of reasonable business expenses. The company has also
agreed to continue the healthcare benefits for Mr. Rotunda during the term of the consulting
agreement. If the consulting agreement is terminated by reason of Mr. Rotunda’s death or
disability, he will be entitled to payment of an amount equal to one year’s annual consulting fee
plus one year of incentive bonus (calculated at the target amount) and continuation of healthcare
benefits for Mr. Rotunda and/or his spouse (as applicable) for one year. In addition, if the
company terminates the consulting agreement (other than due to a material breach by Mr. Rotunda) or
Mr. Rotunda terminates the consulting agreement because of a material breach by the company, then
the company will pay Mr. Rotunda an amount of cash equal to all annual consulting fees that would
have been payable to Mr. Rotunda had the agreement continued until the expiration of the five-year
term, plus an additional $500,000 in lieu of subsequent annual incentive bonuses, and shall
continue to provide the healthcare benefits for Mr. Rotunda until the expiration of the five-year
term.
On
October 8, 2010, the Board of Directors, acting pursuant to the
terms of the applicable restricted stock
award agreement and with the recommendation of the Compensation Committee, determined that Mr.
Rotunda had satisfied the specified conditions for the accelerated vesting of all his unvested
restricted stock (having served the full term of his employment agreement and successfully
implemented a transition plan to a new Chief Executive Officer) and approved the vesting of the
remaining 756,000 unvested shares on October 31, 2010, the effective date of Mr. Rotunda’s
retirement.
On August 3, 2009, we entered into an employment agreement with Paul E. Rothamel, who became
President in February 2010 and Chief Executive Officer on November 1, 2010. The agreement provides
for certain benefits (principally, a payment equal to one year of then-current base salary) if (a)
Mr. Rothamel terminates his employment for good reason (including a change in control), (b) we
terminate Mr. Rothamel’s employment without cause, or (c) Mr. Rothamel dies or becomes totally and
permanently disabled during his active employment. Mr. Rothamel is subject to confidentiality
obligations and, for a period of two years following the termination of his employment, is
prohibited from competing with us, soliciting our customers or soliciting our employees. The
agreement had an initial term of two years, which expired on August 3, 2011, but under its terms,
has been renewed for an additional one-year term and will continue to be renewed for successive
one-year terms unless either party gives 90-days’ notice to terminate.
The company provides the following additional severance or change-in-control benefits to its
executive officers:
| • | The terms of employment for certain of our executive officers provide that the executive officer will receive salary continuation for one year if his or her employment is terminated by the company without cause. | |
| • | Sterling B. Brinkley, Chairman of the Board, received a restricted stock award on October 2, 2006 that provides for accelerated vesting of some or all of the unvested shares under certain circumstances, including death or disability, failure to be re-elected to his current position or termination of employment without cause. | |
| • | Generally, restricted stock awards, including those granted to the executive officers, provide for accelerated vesting of some or all of the unvested shares in the event of the holder’s death or disability. |
Note N: Retirement Plans
We sponsor a 401(k) retirement savings plan under which eligible employees may contribute a portion
of pre-tax earnings. In our sole discretion, we may match employee contributions in the form of
our Class A Common Stock. A participant vests in the matching contributions pro rata over their
first four years of service and is 100% vested in all matching contributions after four years of
service.
The following table presents matching contribution information to our 401(k) Plan:
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Matching
contributions to EZCORP 401(k) Plan
|
$ | 377 | $ | 260 | $ | 178 | ||||||
|
Matching contributions to Value Financial Services 401(k) Plan
|
— | — | 97 | |||||||||
|
|
||||||||||||
|
Total Matching contributions
|
$ | 377 | $ | 260 | $ | 275 | ||||||
|
|
||||||||||||
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We also provide a non-qualified Supplemental Executive Retirement Plan for selected
executives. Funds in the Supplemental Executive Retirement Plan vest over three years from the
grant date, with one-third vesting each year. All of a participant’s Supplemental Executive
Retirement Plan funds from all grants vest 100% in the event of the participant’s death or
disability or the termination of the plan due to a change in control. In addition, the
Supplemental Executive Retirement Plan funds are 100% vested when a participant attains his or her
normal retirement age (60 years old and five years of active service) while actively employed by
us. Expense of contributions to the Supplemental Executive Retirement Plan is recognized based on
the vesting schedule.
The following table provides contribution and amortized expense amounts related to the Supplemental
Executive Retirement Plan:
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Contributions to the Supplemental Executive Retirement Plan
|
$ | 701 | $ | 746 | $ | 579 | ||||||
|
Amortized expense due to Supplemental Executive Retirement Plan
|
$ | 526 | $ | 562 | $ | 463 | ||||||
Note O: Contingencies
Currently and from time to time, we are defendants in various legal and regulatory actions. While
we cannot determine the ultimate outcome of these actions, we believe their resolution will not
have a material adverse effect on our financial condition, results of operations or liquidity.
However, we cannot give any assurance as to their ultimate outcome.
Note P: Quarterly Information (Unaudited)
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||
|
Year Ended September 30, 2011
|
||||||||||||||||
|
Total revenues
|
$ | 218,826 | $ | 213,254 | $ | 203,152 | $ | 234,085 | ||||||||
|
Net revenues
|
134,232 | 130,950 | 122,997 | 146,759 | ||||||||||||
|
Net income
|
27,429 | 31,838 | 26,527 | 36,365 | ||||||||||||
|
|
||||||||||||||||
|
Earnings per common share:
|
||||||||||||||||
|
Basic
|
$ | 0.55 | $ | 0.64 | $ | 0.53 | $ | 0.73 | ||||||||
|
Diluted
|
$ | 0.55 | $ | 0.63 | $ | 0.53 | $ | 0.72 | ||||||||
|
|
||||||||||||||||
|
Year Ended September 30, 2010
|
||||||||||||||||
|
Total revenues
|
$ | 184,751 | $ | 176,584 | $ | 173,542 | $ | 198,168 | ||||||||
|
Net revenues
|
112,931 | 109,705 | 104,804 | 120,039 | ||||||||||||
|
Net income
|
25,707 | 23,773 | 19,962 | 27,852 | ||||||||||||
|
|
||||||||||||||||
|
Earnings per common share:
|
||||||||||||||||
|
Basic
|
$ | 0.53 | $ | 0.49 | $ | 0.41 | $ | 0.57 | ||||||||
|
Diluted
|
$ | 0.52 | $ | 0.48 | $ | 0.40 | $ | 0.56 | ||||||||
Note Q: Comprehensive Income
The table below presents the tax benefit (provision) of each component of comprehensive income:
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Foreign currency translation tax benefit / (provision)
|
$ | (5,369 | ) | $ | 1,918 | $ | 1,598 | |||||
|
Available for sale securities tax benefit / (provision)
|
(325 | ) | — | — | ||||||||
|
|
||||||||||||
|
Total tax benefit / (provision)
|
$ | (5,694 | ) | $ | 1,918 | $ | 1,598 | |||||
|
|
||||||||||||
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Table of Contents
Note R: Operating Segment Information
We manage our business and internal reporting as three reportable segments with operating results
reported separately for each segment.
| • | The U.S. Pawn Operations segment offers pawn related activities in our 433 U.S. pawn stores, offers signature loans in 43 pawn stores and six EZMONEY stores and offers auto title loans in 44 pawn stores. | ||
| • | The Empeño Fácil segment offers pawn related activities in 178 Mexico pawn stores. | ||
| • | The EZMONEY Operations segment offers signature loans in 430 U.S. and 64 Canadian financial services stores. The segment offers auto title loans in 397 of its U.S. stores and buys and sells second-hand goods 15 of its Canadian stores. |
There are no inter-segment revenues, and the amounts below were determined in accordance with the
same accounting principles used in our consolidated financial statements. The following tables
present operating segment information:
| U.S. Pawn | Empeño | EZMONEY | ||||||||||||||
| Operations | Fácil | Operations | Consolidated | |||||||||||||
| (In thousands) | ||||||||||||||||
|
Year Ended September 30, 2011:
|
||||||||||||||||
|
Revenues:
|
||||||||||||||||
|
Merchandise Sales
|
$ | 256,643 | $ | 25,237 | $ | 203 | $ | 282,083 | ||||||||
|
Jewelry Scrapping Sales
|
195,276 | 15,997 | 1,206 | 212,479 | ||||||||||||
|
Pawn service charges
|
184,234 | 16,901 | — | 201,135 | ||||||||||||
|
Signature loan fees
|
2,501 | — | 147,749 | 150,250 | ||||||||||||
|
Auto title loan fees
|
1,539 | — | 20,162 | 21,701 | ||||||||||||
|
Other
|
634 | 122 | 913 | 1,669 | ||||||||||||
|
|
||||||||||||||||
|
Total revenues
|
640,827 | 58,257 | 170,233 | 869,317 | ||||||||||||
|
|
||||||||||||||||
|
Merchandise cost of goods sold
|
147,239 | 14,672 | 149 | 162,060 | ||||||||||||
|
Jewelry scrapping cost of goods sold
|
120,767 | 12,205 | 588 | 133,560 | ||||||||||||
|
Signature loan bad debt
|
923 | — | 35,405 | 36,328 | ||||||||||||
|
Auto title loan bad debt
|
165 | — | 2,266 | 2,431 | ||||||||||||
|
|
||||||||||||||||
|
Net revenues
|
371,733 | 31,380 | 131,825 | 534,938 | ||||||||||||
|
|
||||||||||||||||
|
Operations expense
|
177,191 | 20,636 | 69,225 | 267,052 | ||||||||||||
|
|
||||||||||||||||
|
Store operating income
|
$ | 194,542 | $ | 10,744 | $ | 62,600 | $ | 267,886 | ||||||||
|
|
||||||||||||||||
75
Table of Contents
| U.S. Pawn | Empeño | EZMONEY | ||||||||||||||
| Operations | Fácil | Operations | Consolidated | |||||||||||||
| (In thousands) | ||||||||||||||||
|
Year Ended September 30, 2010:
|
||||||||||||||||
|
Revenues:
|
||||||||||||||||
|
Merchandise Sales
|
$ | 226,424 | $ | 14,030 | $ | — | $ | 240,454 | ||||||||
|
Jewelry scrapping Sales
|
163,667 | 7,389 | 355 | 171,411 | ||||||||||||
|
Pawn service charges
|
154,505 | 9,190 | — | 163,695 | ||||||||||||
|
Signature loan fees
|
1,930 | — | 137,385 | 139,315 | ||||||||||||
|
Auto title loan fees
|
1,659 | — | 16,048 | 17,707 | ||||||||||||
|
Other
|
442 | — | 21 | 463 | ||||||||||||
|
|
||||||||||||||||
|
Total revenues
|
548,627 | 30,609 | 153,809 | 733,045 | ||||||||||||
|
|
||||||||||||||||
|
Merchandise cost of goods sold
|
131,825 | 8,459 | — | 140,284 | ||||||||||||
|
Jewelry scrapping cost of goods sold
|
104,531 | 6,137 | 170 | 110,838 | ||||||||||||
|
Signature loan bad debt
|
641 | — | 31,068 | 31,709 | ||||||||||||
|
Auto title loan bad debt
|
236 | — | 2,499 | 2,735 | ||||||||||||
|
|
||||||||||||||||
|
Net revenues
|
311,394 | 16,013 | 120,072 | 447,479 | ||||||||||||
|
|
||||||||||||||||
|
Operations expense
|
161,145 | 11,658 | 63,861 | 236,664 | ||||||||||||
|
|
||||||||||||||||
|
Store operating income
|
$ | 150,249 | $ | 4,355 | $ | 56,211 | $ | 210,815 | ||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
Year Ended September 30, 2009:
|
||||||||||||||||
|
Revenues:
|
||||||||||||||||
|
Merchandise Sales
|
$ | 202,250 | $ | 8,751 | $ | — | $ | 211,001 | ||||||||
|
Jewelry scrap Sales
|
117,013 | 1,900 | 9 | 118,922 | ||||||||||||
|
Pawn service charges
|
124,396 | 5,773 | — | 130,169 | ||||||||||||
|
Signature loan fees
|
2,293 | — | 131,051 | 133,344 | ||||||||||||
|
Auto title loan fees
|
1,313 | — | 2,276 | 3,589 | ||||||||||||
|
Other
|
431 | — | — | 431 | ||||||||||||
|
|
||||||||||||||||
|
Total revenues
|
447,696 | 16,424 | 133,336 | 597,456 | ||||||||||||
|
|
||||||||||||||||
|
Merchandise cost of goods sold
|
121,170 | 5,392 | — | 126,562 | ||||||||||||
|
Jewelry scraping cost of goods sold
|
75,744 | 1,277 | 6 | 77,027 | ||||||||||||
|
Signature loan bad debt
|
828 | — | 32,725 | 33,553 | ||||||||||||
|
Auto title loan bad debt
|
124 | — | 256 | 380 | ||||||||||||
|
|
||||||||||||||||
|
Net revenues
|
249,830 | 9,755 | 100,349 | 359,934 | ||||||||||||
|
|
||||||||||||||||
|
Operations expense
|
140,525 | 5,833 | 59,879 | 206,237 | ||||||||||||
|
|
||||||||||||||||
|
Store operating income
|
$ | 109,305 | $ | 3,922 | $ | 40,470 | $ | 153,697 | ||||||||
|
|
||||||||||||||||
The following table reconciles store operating income, as shown above, to our consolidated
income before income taxes:
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Consolidated store operating income
|
$ | 267,886 | $ | 210,815 | $ | 153,697 | ||||||
|
Administrative expenses
|
75,270 | 52,740 | 40,497 | |||||||||
|
Depreciation and amortization
|
18,344 | 14,661 | 12,746 | |||||||||
|
(Gain) / loss on sale or disposal of assets
|
309 | 1,528 | (1,024 | ) | ||||||||
|
Interest income
|
(37 | ) | (186 | ) | (281 | ) | ||||||
|
Interest expense
|
1,690 | 1,385 | 1,425 | |||||||||
|
Equity in net income of unconsolidated affiliates
|
(16,237 | ) | (10,750 | ) | (5,016 | ) | ||||||
|
Other
|
(164 | ) | (93 | ) | 38 | |||||||
|
|
||||||||||||
|
Consolidated income before income taxes
|
$ | 188,711 | $ | 151,530 | $ | 105,312 | ||||||
|
|
||||||||||||
76
Table of Contents
The following table presents separately identified segment assets:
| U.S. Pawn | Empeño | EZMONEY | ||||||||||||||
| Operations | Fácil | Operations | Consolidated | |||||||||||||
| (In thousands) | ||||||||||||||||
|
Assets at September 30, 2011:
|
||||||||||||||||
|
Pawn loans
|
$ | 134,457 | $ | 10,861 | $ | — | $ | 145,318 | ||||||||
|
Signature loans, net
|
990 | — | 10,399 | 11,389 | ||||||||||||
|
Auto title loans, net
|
930 | — | 2,292 | 3,222 | ||||||||||||
|
Service charges and fees receivable, net
|
25,148 | 1,663 | 6,419 | 33,230 | ||||||||||||
|
Inventory, net
|
81,257 | 8,514 | 602 | 90,373 | ||||||||||||
|
Goodwill
|
163,897 | 9,309 | — | 173,206 | ||||||||||||
|
|
||||||||||||||||
|
Total separately identified recorded segment assets
|
$ | 406,679 | $ | 30,347 | $ | 19,712 | $ | 456,738 | ||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
Brokered signature loans outstanding from
unaffiliated lenders
|
$ | 206 | $ | — | $ | 20,767 | $ | 20,973 | ||||||||
|
Brokered auto title loans outstanding from
unaffiliated lenders
|
$ | 175 | $ | — | $ | 5,892 | $ | 6,067 | ||||||||
|
|
||||||||||||||||
|
Assets at September 30, 2010:
|
||||||||||||||||
|
Pawn loans
|
$ | 113,944 | $ | 7,257 | $ | — | $ | 121,201 | ||||||||
|
Signature loans, net
|
456 | — | 10,319 | 10,775 | ||||||||||||
|
Auto title loans, net
|
651 | — | 2,494 | 3,145 | ||||||||||||
|
Service charges and fees receivable, net
|
20,830 | 1,053 | 7,177 | 29,060 | ||||||||||||
|
Inventory, net
|
66,542 | 4,935 | 25 | 71,502 | ||||||||||||
|
Goodwill
|
110,255 | 7,050 | — | 117,305 | ||||||||||||
|
|
||||||||||||||||
|
Total separately identified recorded segment assets
|
$ | 312,678 | $ | 20,295 | $ | 20,015 | $ | 352,988 | ||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
Brokered signature loans outstanding from
unaffiliated lenders
|
$ | 231 | $ | — | $ | 22,709 | $ | 22,940 | ||||||||
|
Brokered auto title loans outstanding from
unaffiliated lenders
|
$ | 236 | $ | — | $ | 6,589 | $ | 6,825 | ||||||||
|
|
||||||||||||||||
|
Assets at September 30, 2009:
|
||||||||||||||||
|
Pawn loans
|
$ | 98,099 | $ | 3,585 | $ | — | $ | 101,684 | ||||||||
|
Signature loans, net
|
453 | — | 7,904 | 8,357 | ||||||||||||
|
Auto title loans, net
|
685 | — | 978 | 1,663 | ||||||||||||
|
Service charges and fees receivable, net
|
17,910 | 513 | 5,892 | 24,315 | ||||||||||||
|
Inventory, net
|
61,196 | 2,804 | 1 | 64,001 | ||||||||||||
|
Goodwill
|
94,192 | 6,527 | — | 100,719 | ||||||||||||
|
|
||||||||||||||||
|
Total separately identified recorded segment assets
|
$ | 272,535 | $ | 13,429 | $ | 14,775 | $ | 300,739 | ||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
Brokered signature loans outstanding from
unaffiliated lenders
|
$ | 278 | $ | — | $ | 22,706 | $ | 22,984 | ||||||||
|
Brokered auto title loans outstanding from
unaffiliated lenders
|
$ | 276 | $ | — | $ | 1,910 | $ | 2,186 | ||||||||
Brokered loans are not recorded as an asset on our balance sheet, as we do not own a
participation in the loans made by unaffiliated lenders. We monitor the principal balance of these
loans, as our credit service fees and bad debt are directly related to their volume due to the
letters of credit we issue on these loans. The balance shown above is the gross principal balance
of the loans outstanding.
The following table reconciles separately identified recorded segment assets, as shown above, to
our consolidated total assets:
| September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Total separately identified recorded segment assets
|
$ | 456,738 | $ | 352,988 | $ | 300,739 | ||||||
|
Corporate assets
|
299,712 | 253,424 | 191,778 | |||||||||
|
|
||||||||||||
|
Total assets
|
$ | 756,450 | $ | 606,412 | $ | 492,517 | ||||||
|
|
||||||||||||
77
Table of Contents
Note S: Allowance for Losses and Credit Quality of Financing Receivables
We offer a variety of loan products and credit services to customers who do not have cash resources
or access to credit to meet their short-term cash needs. Our customers are considered to be in a
higher risk pool with regard to creditworthiness when compared to those of typical financial
institutions. As a result, our receivables do not have a credit risk profile that can easily be
measured by the normal credit quality indicators used by the financial markets. We manage the risk
through closely monitoring the performance of the portfolio and through our underwriting process.
This process includes review of customer information, such as making a credit reporting agency
inquiry, evaluating and verifying income sources and levels, verifying employment and verifying a
telephone number where customers may be contacted. For auto title loans, we additionally inspect
the automobile, title and reference to market values of used automobiles.
As described in Note A, “Significant Accounting Policies,” we consider a signature loan defaulted
if it has not been repaid or renewed by the maturity date. If one payment of an installment loan
is delinquent, that one payment is considered defaulted. If more than one installment payment is
delinquent at any time, the entire installment loan is considered defaulted. Although defaulted
loans may be collected later, we charge the loan principal to signature loan bad debt upon default,
leaving only active loans in the reported balance. Accrued fees related to defaulted loans reduce
fee revenue upon loan default, and increase fee revenue upon collection. Based on historical
collection experience, the age of past-due loans and amounts we expect to receive through the sale
of repossessed vehicles, we provide an allowance for losses on auto title loans.
The accuracy of our allowance estimates is dependent upon several factors, including our ability to
predict future default rates based on historical trends and expected future events. We base our
estimates on observable trends and various other assumptions that we believe to be reasonable under
the circumstances.
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
(in
thousands)
:
| Allowance | Allowance | Financing | ||||||||||||||||||||||
| Balance at | Balance at | Receivable | ||||||||||||||||||||||
| Beginning | End of | End of | ||||||||||||||||||||||
| Description | of Period | Charge-offs | Recoveries | Provision | Period | Period | ||||||||||||||||||
|
Allowance for losses on
signature loans:
|
||||||||||||||||||||||||
|
Year ended September 30, 2011
|
$ | 750 | $ | (18,043 | ) | $ | 6,349 | $ | 12,671 | $ | 1,727 | $ | 13,116 | |||||||||||
|
Year ended September 30, 2010
|
532 | (14,807 | ) | 5,757 | 9,268 | 750 | 11,525 | |||||||||||||||||
|
Year ended September 30, 2009
|
580 | (14,456 | ) | 5,571 | 8,837 | 532 | 8,889 | |||||||||||||||||
|
|
||||||||||||||||||||||||
|
Allowance for losses on auto
title loans:
|
||||||||||||||||||||||||
|
Year ended September 30, 2011
|
$ | 1,137 | $ | (12,616 | ) | $ | 10,074 | $ | 1,943 | $ | 538 | $ | 3,760 | |||||||||||
|
Year ended September 30, 2010
|
291 | (9,240 | ) | 7,425 | 2,661 | 1,137 | 4,282 | |||||||||||||||||
|
Year ended September 30, 2009
|
— | (2,478 | ) | 2,387 | 382 | 291 | 1,954 | |||||||||||||||||
The provision presented in the table above includes only principal and excludes items such as
NSF fees, late fees, repossession fees, auction fees and interest. In addition, all credit service
expenses and fees related to loans made by our unaffiliated lenders are excluded, as we do not own
the loans made in connection with our credit services and they are not recorded as assets on our
balance sheet. Expected losses on credit services are accrued and reported in “Accounts payable
and other accrued expenses” on our balance sheets.
Auto title loans are our only loans that remain as recorded investments when in
delinquent/nonaccrual status. We consider an auto title loan past due if it has not been repaid or
renewed by the maturity date. Based on experience, we establish a reserve on all auto title loans.
On auto title loans more than 90 days past due, we reserve the percentage we estimate will not be
recoverable through auction and reserve 100% of loans for which we have not yet repossessed the
underlying collateral. No fees are accrued on any auto title loans more than 90 days past due.
78
Table of Contents
The following table presents an aging analysis of past due financing receivables by portfolio
segment:
| Recorded Investment | ||||||||||||||||||||||||||||||||
| Days Past Due | Current | Total Financing | > 90 Days & | |||||||||||||||||||||||||||||
| 1-30 | 31-60 | 61-90 | >90 | Total Past Due | Receivable | Receivable | Accruing | |||||||||||||||||||||||||
|
September 30, 2011
|
||||||||||||||||||||||||||||||||
|
Auto title loans
|
$ | 840 | $ | 479 | $ | 283 | $ | 219 | $ | 1,821 | $ | 1,939 | $ | 3,760 | $ | — | ||||||||||||||||
|
Reserve
|
$ | 117 | $ | 114 | $ | 67 | $ | 172 | $ | 470 | $ | 68 | $ | 538 | $ | — | ||||||||||||||||
|
Reserve %
|
14 | % | 24 | % | 24 | % | 79 | % | 26 | % | 4 | % | 14 | % | — | |||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
|
September 30, 2010
|
||||||||||||||||||||||||||||||||
|
Auto title loans
|
$ | 796 | $ | 552 | $ | 432 | $ | 532 | $ | 2,312 | $ | 1,970 | $ | 4,282 | $ | — | ||||||||||||||||
|
Reserve
|
$ | 188 | $ | 229 | $ | 256 | $ | 367 | $ | 1,040 | $ | 97 | $ | 1,137 | $ | — | ||||||||||||||||
|
Reserve %
|
24 | % | 41 | % | 59 | % | 69 | % | 45 | % | 5 | % | 27 | % | — | |||||||||||||||||
Note T: Supplemental Consolidated Financial Information
Supplemental Consolidated Statements of Financial Position Information
The following table provides information on amounts included in accounts receivable, net and
inventories, net:
| September 30, | ||||||||
| 2011 | 2010 | |||||||
| (In thousands) | ||||||||
|
Pawn service charges receivable:
|
||||||||
|
Gross pawn service charges receivable
|
$ | 37,175 | $ | 31,575 | ||||
|
Allowance for uncollectible pawn service charges receivable
|
(10,720 | ) | (9,949 | ) | ||||
|
|
||||||||
|
Pawn service charges receivable, net
|
$ | 26,455 | $ | 21,626 | ||||
|
|
||||||||
|
|
||||||||
|
Signature loan fees receivable:
|
||||||||
|
Gross signature loan fees receivable
|
$ | 5,839 | $ | 6,144 | ||||
|
Allowance for uncollectible signature loan fees receivable
|
(491 | ) | (326 | ) | ||||
|
|
||||||||
|
Signature loan fees receivable, net
|
$ | 5,348 | $ | 5,818 | ||||
|
|
||||||||
|
|
||||||||
|
Auto title loan fees receivable:
|
||||||||
|
Gross auto title loan fees receivable
|
$ | 1,507 | $ | 1,721 | ||||
|
Allowance for uncollectible auto title loan fees receivable
|
(80 | ) | (105 | ) | ||||
|
|
||||||||
|
Auto title loan fees receivable, net
|
$ | 1,427 | $ | 1,616 | ||||
|
|
||||||||
|
|
||||||||
|
Inventory:
|
||||||||
|
Inventory, gross
|
||||||||
|
Inventory reserves
|
$ | 99,854 | $ | 77,211 | ||||
|
Inventory, net
|
(9,481 | ) | (5,709 | ) | ||||
|
|
||||||||
|
|
$ | 90,373 | $ | 71,502 | ||||
|
|
||||||||
Supplemental Consolidated Statements of Income
The table below provides advertising expense for periods presented. Advertising costs are included
in administrative expenses in the Consolidated Statements of Income:
| Fiscal Years Ended September 30, | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Advertising Expense
|
$ | 3,577 | $ | 2,205 | $ | 2,033 | ||||||
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Other Supplemental Information
| September 30, | ||||||||
| 2011 | 2010 | |||||||
| (In thousands) | ||||||||
|
Signature Loans:
|
||||||||
|
Expected LOC losses
|
$ | 1,562 | $ | 1,337 | ||||
|
Maximum exposure for LOC losses
|
$ | 23,845 | $ | 24,449 | ||||
|
|
||||||||
|
Auto title loans:
|
||||||||
|
Expected LOC losses
|
$ | 233 | $ | 362 | ||||
|
Maximum exposure for LOC losses
|
$ | 6,423 | $ | 7,197 | ||||
Valuation and Qualifying Accounts
| Balance at | Additions | Balance at | ||||||||||||||||||
| Beginning | Charged to | Charged to | End | |||||||||||||||||
| Description | of Period | Expense | Other Accts | Deductions | of Period | |||||||||||||||
| (In thousands) | ||||||||||||||||||||
|
Allowance for valuation of inventory:
|
||||||||||||||||||||
|
Year ended September 30, 2011
|
$ | 5,709 | $ | 3,772 | $ | — | $ | — | $ | 9,481 | ||||||||||
|
|
||||||||||||||||||||
|
Year ended September 30, 2010
|
$ | 5,719 | $ | — | $ | — | $ | 10 | $ | 5,709 | ||||||||||
|
|
||||||||||||||||||||
|
Year ended September 30, 2009
|
$ | 4,028 | $ | 1,691 | $ | — | $ | — | $ | 5,719 | ||||||||||
|
|
||||||||||||||||||||
|
|
||||||||||||||||||||
|
Allowance for uncollectible pawn
service charges receivable:
|
||||||||||||||||||||
|
Year ended September 30, 2011
|
$ | 9,949 | $ | — | $ | 771 | $ | — | $ | 10,720 | ||||||||||
|
|
||||||||||||||||||||
|
Year ended September 30, 2010
|
$ | 8,521 | $ | — | $ | 1,428 | $ | — | $ | 9,949 | ||||||||||
|
|
||||||||||||||||||||
|
Year ended September 30, 2009
|
$ | 5,315 | $ | — | $ | 3,206 | $ | — | $ | 8,521 | ||||||||||
|
|
||||||||||||||||||||
|
|
||||||||||||||||||||
|
Allowance for uncollectible
signature loan fees receivable:
|
||||||||||||||||||||
|
Year ended September 30, 2011
|
$ | 326 | $ | — | $ | 165 | $ | — | $ | 491 | ||||||||||
|
|
||||||||||||||||||||
|
Year ended September 30, 2010
|
$ | 461 | $ | — | $ | (135 | ) | $ | — | $ | 326 | |||||||||
|
|
||||||||||||||||||||
|
Year ended September 30, 2009
|
$ | 581 | $ | — | $ | (120 | ) | $ | — | $ | 461 | |||||||||
|
|
||||||||||||||||||||
|
|
||||||||||||||||||||
|
Allowance for valuation of
deferred tax assets:
|
||||||||||||||||||||
|
Year ended September 30, 2011
|
$ | 1,273 | $ | 152 | $ | — | $ | — | $ | 1,425 | ||||||||||
|
|
||||||||||||||||||||
|
Year ended September 30, 2010
|
$ | — | $ | 1,273 | $ | — | $ | — | $ | 1,273 | ||||||||||
|
|
||||||||||||||||||||
|
Year ended September 30, 2009
|
$ | 233 | $ | — | $ | — | $ | 233 | $ | — | ||||||||||
|
|
||||||||||||||||||||
|
|
||||||||||||||||||||
|
Allowance for uncollectible auto
title loan fees receivable:
|
||||||||||||||||||||
|
Year ended September 30, 2011
|
$ | 105 | $ | — | $ | (25 | ) | $ | — | $ | 80 | |||||||||
|
|
||||||||||||||||||||
|
Year ended September 30, 2010
|
$ | 21 | $ | — | $ | 84 | $ | — | $ | 105 | ||||||||||
|
|
||||||||||||||||||||
|
Year ended September 30, 2009
|
$ | — | $ | — | $ | 21 | $ | — | $ | 21 | ||||||||||
|
|
||||||||||||||||||||
Note U: Subsequent Events
Acquisitions
Since the
end of our fiscal year, we acquired 17 pawn stores located in Florida and the greater San
Antonio, Texas metropolitan area and eight Cash Converters locations located in Pennsylvania, Virginia and
Ontario, Canada, for consideration of approximately $49.2 million. The consideration was comprised
of $48.2 million cash and approximately $1.0 million related to the issuance of 33,011 shares of
EZCORP Class A Non-voting Common Stock. The purchase price allocation for these acquisitions is
incomplete as we continue to receive information regarding the acquired assets. As a result, we
are unable to provide at this time a breakout between net tangible assets, intangible assets and
goodwill.
80
Table of Contents
None.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed
in the reports we file or submit under the Securities Exchange Act is recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms and that such
information is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial
Officer, our management evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of September 30, 2011. Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and procedures were
effective as of September 30, 2011.
Management’s Report on Internal Control Over Financial Reporting
Management 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 Securities 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 generally accepted accounting principles in the United States
of America (“GAAP”). Internal control over financial reporting includes those policies and
procedures that (a) pertain to the maintenance of records that, in reasonable 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.
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial
Officer, our management has assessed the effectiveness of our internal control over financial
reporting as of September 30, 2011. To make this assessment, management utilized the criteria for
effective internal control over financial reporting described in “Internal Control — Integrated
Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on this assessment, management has concluded that our internal control over financial reporting was
effective as of September 30, 2011.
Our internal control over financial reporting as of September 30, 2011 has been audited by BDO USA,
LLP, the independent registered public accounting firm that audited our financial statements
included in this report, and their report follows immediately.
81
Table of Contents
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
EZCORP, Inc.
Austin, Texas
EZCORP, Inc.
Austin, Texas
We have audited EZCORP, Inc.’s internal control over financial reporting as of September 30, 2011,
based on criteria established in
Internal Control — Integrated Framework
issued by the Committee
of Sponsoring Organizations of the Treadway Commission (the COSO criteria). EZCORP, Inc.’s
management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in
the accompanying Item 9A, Management’s Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the company’s internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, EZCORP, Inc. maintained, in all material respects, effective internal control over
financial reporting as of September 30, 2011, based on the COSO criteria
.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of EZCORP, Inc. as of September 30, 2011 and
2010 and the related consolidated statements of operations, comprehensive income, stockholders’
equity, and cash flows for each of the three years in the period ended September 30, 2011. Our
report dated November 23, 2011 expressed an unqualified opinion thereon.
/s/ BDO USA, LLP
Dallas, Texas
November 23, 2011
November 23, 2011
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Table of Contents
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the fourth quarter of
fiscal 2011 that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
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.
None.
83
Table of Contents
Board of Directors
Set forth below are the names of the persons who, as of November 15, 2011, constituted our Board of
Directors and their ages and committee assignments as of that date.
| Name | Age | Committees | ||
|
Sterling B. Brinkley (Chairman)
|
59 | — | ||
|
Paul E. Rothamel
|
47 | — | ||
|
Joseph J. Beal
|
66 | Compensation (Chair) | ||
|
Pablo Lagos Espinosa
|
56 | Compensation | ||
|
John Farrell
|
53 | Audit | ||
|
William C. Love
|
62 | Audit (Chair) | ||
|
Thomas C. Roberts (Lead Director)
|
69 | Audit, Compensation |
Director Qualifications
— The Board believes that individuals who serve on the Board should have
demonstrated notable or significant achievements in business, education or public service; should
possess the requisite intelligence, education and experience to make a significant contribution to
the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations;
and should have the highest ethical standards, a strong sense of professionalism and intense
dedication to serving the interests of our stockholders. The following are qualifications,
experience and skills for Board members which are important to our business and its future:
| • | Leadership Experience — Our directors should demonstrate extraordinary leadership qualities. Strong leaders bring vision, strategic agility, diverse and global perspectives and broad business insight to the company. They demonstrate practical management experience, skills for managing change and deep knowledge of industries, geographies and risk management strategies relevant to our business. They have experience in identifying and developing the current and future leaders of the company. | ||
| • | Finance Experience — We believe that all directors should possess an understanding of finance and related reporting processes. | ||
| • | Strategically Relevant Experience — Our directors should have business experience that is relevant to our strategic goals and objectives, including geographical and product expansion. We value experience in our high priority growth areas, including new or expanding geographies or customer segments and existing and new technologies; understanding of our business environments; and experience with, exposure to or reputation among a broad subset of our customer base. | ||
| • | Government Experience — Our business is subject to a variety of legislative and regulatory risks. Accordingly, we value experience in the legislative, judicial or regulatory branches of government or government relations. |
Biographical Information —
Set forth below is current biographical information about our
directors, including the qualifications, experience and skills that make them suitable for service
as a director.
| • | Sterling B. Brinkley — Mr. Brinkley serves as our Chairman of the Board of Directors. He has served as either Chairman of the Board of Directors or Chairman of the Executive Committee of the Board of Directors since 1989. Mr. Brinkley also serves as a director and Deputy Chairman of Albemarle & Bond Holdings PLC. From 1988 until March 2005, Mr. Brinkley served as Chairman of the Board, Chairman of the Executive Committee or Chief Executive Officer of Crescent Jewelers, Inc., and from 1990 until December 2003, he served as Chairman of the Board or Chairman of the Executive Committee of Friedman’s, Inc. Both Crescent Jewelers, Inc. and Friedman’s, Inc. were affiliates of MS Pawn Limited Partnership, the owner of all of our outstanding Class B Voting Common |
84
Table of Contents
| Stock. Crescent Jewelers filed for Chapter 11 bankruptcy protection in August 2004, and Friedman’s, Inc. filed for Chapter 11 bankruptcy protection in January 2005. | |||
| Director qualifications: leadership experience; broad business experience; financial experience; international experience and global perspective; industry knowledge; experience in developing growth strategies; understanding of our unique business environment. | |||
| • | Paul E. Rothamel — Mr. Rothamel is our President and Chief Executive Officer and also serves as a director. Mr. Rothamel joined us in September 2009 as Executive Vice President and Chief Operating Officer, became President in February 2010 and became Chief Executive Officer in November 2010. Prior to joining us, Mr. Rothamel was the President and Chief Executive Officer of Pamida, a privately held company that owns and operates more than 200 general merchandise and pharmacy stores. Mr. Rothamel joined Pamida in 1999 as Senior Vice President, Store Operations, was promoted to the position of Senior Vice President, Operations in 2005 and served in that capacity until assuming the President and Chief Executive Officer position in November 2007. From 1997 to 1999, Mr. Rothamel held the positions of Regional Vice President, Store Operations and District Team Leader at ShopKo Stores, Inc., also a privately-held owner and operator of general merchandise and pharmacy stores and an affiliate of Pamida. Before joining ShopKo, Mr. Rothamel held various operational positions with Target Stores, Inc. and Venture Stores Inc. | ||
| Director qualifications: leadership, chief executive officer and executive management experience; retail management experience; deep understanding of consumer businesses and customer service strategies; risk management experience; financial experience; experience in developing, implementing and managing strategic plans; personnel development; deep understanding of conducting business in highly regulated environments. | |||
| • | Joseph J. Beal — Mr. Beal has served as a director since September 2009 and serves as Chair of the Compensation Committee. Mr. Beal also serves as a director of Cash Converters International Limited. Until his retirement in 2008, Mr. Beal was the General Manager and Chief Executive Officer of the Lower Colorado River Authority. Prior to joining the LCRA in 1995, he was the Senior Vice President and Chief Operating Officer for Espey Hudson & Associates, an international engineering and environmental consulting firm based in Austin, Texas. | ||
| Director qualifications: leadership, chief executive officer and executive management experience; risk management experience; financial experience; experience in developing, implementing and managing strategic plans; personnel development; deep understanding of conducting business in highly regulated environments; legislative and government relations experience. | |||
| • | Pablo Lagos Espinosa — Mr. Lagos joined us as a director in October 2010 and is a member of the Compensation Committee. Mr. Lagos served as President and Chief Executive Officer of Pepsi Bottling Group Mexico from 2006 to 2008 and as its Chief Operating Officer from 2003 to 2006. He previously held various executive management positions with Pepsi Bottling Group, PepsiCo Inc., Unilever Mexico and PepsiCola International, Inc., concentrating exclusively in Latin America. Since his retirement in December 2008, Mr. Lagos has been an investor and consultant in various private business ventures and has served as a keynote speaker on organizational leadership and management. He currently serves as Chairman of the Board and Executive President for the Mexican subsidiary of Areas, a Spanish global organization dedicated to restaurant and retailing operations in key public transportation hubs, and as Chairman of the board of Residencial Puente de Piedra, a privately-held enterprise focused on developing affordable housing projects in and around Mexico City. | ||
| Director qualifications: leadership, chief executive officer and executive management experience in significant multi-national environments; deep understanding of strategically important geographies and international markets; risk management experience; financial experience; experience in developing, implementing and managing strategic plans, including international expansion; personnel development; legislative and government relations experience. | |||
| • | John Farrell — Mr. Farrell was appointed to our board of directors in July 2011 and serves on the Audit Committee. Mr. Farrell formerly served as President and Chief Executive Officer of the Specialised Agencies and Marketing Services business of Publicis Groupe, one of the world’s top three advertising and communications agency groups. During his business career, Mr. Farrell has held various executive management positions with a number of global advertising and communications firms, including Publicis Groupe (2003 — 2009); D’Arcy Masius Benton & Bowles (1993 — 2003); |
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| and IMP International (1985 — 1993). He serves as non-executive director of a number of advertising and communications related businesses, including Huntsworth Plc, Albion Digital Advertising Group, DWA, Media Equals, Acceleration and LBI, and as senior consultant advisor to several businesses. Mr. Farrell is also a director of Albemarle & Bond Holdings PLC. | |||
| Director qualifications: leadership, chief executive officer and executive management experience in significant multi-national environments; deep understanding of strategically important geographies and international markets; risk management experience; financial experience, experience in developing, implementing and managing strategic plans, including international expansion; experience in developing, implementing and managing marketing plans; personnel development. | |||
| • | William C. Love — Mr. Love has served as a director since October 2008 and is Chair of the Audit Committee. Mr. Love also serves as a director of Cash Converters International Limited. Mr. Love is a Certified Public Accountant and Certified Valuation Analyst, and since January 1993 has practiced public accounting in the Austin, Texas based William C. Love accounting firm. From 1972 to 1993, Mr. Love worked with the accounting firm of KPMG Peat Marwick and its predecessors, including appointments as Partner in Charge of Audit, Partner in Charge of Tax and Managing Partner of its Austin, Texas office. | ||
| Director qualifications: leadership experience; broad business insight; accounting, tax and financial reporting expertise. | |||
| • | Thomas C. Roberts — Mr. Roberts has served as a director since January 2005 and as our Lead Director since November 2008. He is a member of both the Audit Committee and the Compensation Committee. Mr. Roberts also serves as a director of Albemarle & Bond Holdings PLC. Since 1990, Mr. Roberts has been a private investor and is currently Chairman of the Board of Directors of Pensco, Inc., a financial services company, having previously served as a senior executive (including Chief Financial Officer) of Schlumberger, Ltd. (1970 to 1985) and President and director of Control Data Computer Systems and Services (1985 to 1989). | ||
| Director qualifications: leadership experience; chief financial officer, chief executive officer and general management experience in significant and complex multi-national environments; deep understanding of strategically important geographies and international markets; risk management experience; financial expertise; experience in developing, implementing and managing strategic plans, including international expansion; personnel development. |
Executive Officers
Set forth below are the name, age, position and biographical information of each of the persons
serving as our executive officers as of November 15, 2011 except for Mr. Brinkley and Mr. Rothamel,
whose biographical information is included under “Board of Directors” above.
| Name | Age | Title | ||||
|
Sterling B. Brinkley
|
59 | Chairman of the Board of Directors | ||||
|
Paul E. Rothamel
|
47 | President and Chief Executive Officer | ||||
|
Eric Fosse
|
48 | President, North American Operations | ||||
|
Mark Kuchenrither
|
49 | President, Change Capital | ||||
|
Tony Sanders
|
54 | Senior Vice President, Human Resources | ||||
|
Stephen A. Stamp
|
50 | Senior Vice President and Chief Financial Officer | ||||
|
Brent Turner
|
41 | President, eCommerce and Card Services | ||||
|
Thomas H. Welch, Jr.
|
56 | Senior Vice President, General Counsel and Secretary | ||||
Eric Fosse
— Mr. Fosse joined us in September 2004 as Vice President of EZMONEY Operations. He
was promoted to President — EZMONEY Division in August 2007, to President, Pawn Americas in July
2009 and to President, North American Operations in March 2011. From 1991 to 2004, Mr. Fosse held
various operating positions and ultimately served as a Regional Vice President of G&K Services, a
$500 million provider of uniform and textile products.
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Mark Kuchenrither
— Mr. Kuchenrither joined us as Senior Vice President, Strategic Development in
March 2010 and was promoted to President, Change Capital in October 2011. From 2007 to March 2010,
Mr. Kuchenrither served as Vice President of Operations of Sun Capital Partners, a major private
equity firm, where he was responsible for the oversight of ten portfolio companies with emphasis on
profit improvement. He was Chief Financial Officer of Arch Aluminum & Glass from 2003 to 2007, and
was Chief Financial Officer and Treasurer of Peavey Electronics Corporation from 2000 to 2003. He
began his career in various accounting and controller functions.
Tony Sanders —
Mr. Sanders joined us in April 2010 as Senior Vice President, Human resources. Mr.
Sanders was the Managing Director of Human Resources Services and Administration for United
Airlines from 2007 to 2010. From 2000 to 2006, Mr. Sanders served as the Vice President Human
Resource Business Center for ConAgra Foods, a $14 billion food packaging company, where he was
responsible for human resources administrative services, benefits planning and administration,
payroll and human resource acquisition management. From 1998 to 2000, Mr. Sanders served as
Director of Benefits and Corporate Human Resources for Baker Hughes Incorporated, a 35,000 person
multi-national oilfield services company. From 1989 to 1998 he served in various tax leadership
roles at Baker Hughes.
Stephen A. Stamp —
Mr. Stamp joined us as Senior Vice President and Chief Financial Officer in
November 2010. Mr. Stamp was the Chief Financial Officer at KV Pharmaceutical Company from March
2010 until May 2010. For the preceding eight months, Mr. Stamp provided consultancy services to
private equity backed pharmaceutical companies. From 2004 to 2009, he served as Chief Financial
Officer and for one year as Chief Operating Officer of Xanodyne Pharmaceuticals, Inc., a U.S.-based
private pharmaceutical company. From 2000 to 2004, Mr. Stamp was Group Finance Director and a
board member of Regus Group PLC, a publicly traded global office services company based in the U.K.
From 1994 to 1999, he was Group Finance Director and a board member of Shire Pharmaceuticals Group
PLC, a publicly traded international pharmaceutical company headquartered in the U.K. Mr. Stamp
also spent six years in the investment banking division of Lazard in London and three years at
KPMG, London.
Brent Turner —
Mr. Turner joined us in September 2011 as President, eCommerce and Card Services.
In this role, he will be responsible for establishing, developing and managing our electronic
commerce and other digital initiatives, as well as further developing and managing our integrated
debit card business. From 2006 until 2011, Mr. Turner was Vice President of Retail Financial
Services at Rent-A-Center, where he led the development of Rent-A-Center’s financial service
centers business and online channel. Prior to joining Rent-A-Center, Mr. Turner was Executive Vice
President and Chief Operating Officer of Herring Bancorp (2003 — 2005); and Associate Vice
President, Self Service Division (2000 — 2003) and Director, Product Development (1998 — 2000) at
Ace Cash Express.
Thomas H. Welch, Jr. —
Mr. Welch joined us in April 2009 as Senior Vice President, General Counsel
and Secretary. He joined Dell, Inc.’s legal department in 1995, and served as Vice President,
Legal and General Corporate Counsel from April 1999 to April 2008. Mr. Welch was principally
responsible for legal support of Dell’s corporate securities, corporate finance, mergers and
acquisitions, financial services, executive compensation and benefits, facilities, corporate
governance and general corporate matters. From 1992 to 1995, Mr. Welch was Vice President —
Corporate Development of Parker & Parsley Petroleum Company (predecessor to Pioneer Natural
Resources), and previously was a shareholder with the law firm of Johnson & Gibbs, P.C., Dallas,
Texas.
Section 16(a) Beneficial Ownership Reporting Compliance
Based on written representations and a review of the relevant Forms 3, 4 and 5, during fiscal 2011,
all persons subject to Section 16 of the Securities Exchange Act of 1934 with respect to EZCORP
timely filed all reports required by Section 16(a) of the Securities Exchange Act.
Code of Conduct and Ethics
We maintain a Code of Conduct and Ethics that is applicable to all of our employees, including our
chief executive officer, chief financial officer and chief accounting officer. That Code of
Conduct and Ethics, which satisfies the requirements of a “code of ethics” under applicable SEC
rules, contains written standards that are designed to deter wrongdoing and to promote honest and
ethical conduct, including the ethical handling of actual or apparent conflicts of interest; full,
fair, accurate, timely and understandable public disclosures and communications, including
financial reporting; compliance with applicable laws, rules and regulations; prompt internal
reporting of violations of the code, and accountability for adherence to the code. A copy of the
Code of Conduct and Ethics is posted in the Investor Relations section of on our website at
www.ezcorp.com.
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We will post any waivers of the Code of Conduct and Ethics, or amendments thereto, that are
applicable to our chief executive officer, our chief financial officer or chief accounting officer
in the Investor Relations section of our website at www.ezcorp.com. To date, there have been no
such waivers.
Corporate Governance
Committees of the Board
— The Board of Directors maintains the following committees to assist it
in its oversight responsibilities. The current membership of each committee is indicated in the
list of directors set forth under “Board of Directors” above.
| • | Audit Committee — The Audit Committee assists the Board in fulfilling its responsibility to provide oversight with respect to our financial statements and reports and other disclosures provided to stockholders, the system of internal controls, the audit process and legal and ethical compliance. Its primary duties include reviewing the scope and adequacy of our internal and financial controls and procedures; reviewing the scope and results of the audit plans of our independent and internal auditors; reviewing the objectivity, effectiveness and resources of the internal audit function; appraising our financial reporting activities and the accounting standards and principles followed, and reviewing and approving ethics and compliance policies. The Audit Committee also selects, engages, compensates and oversees our independent auditor and pre-approves all services to be performed by the independent auditing firm. | ||
| The Audit Committee is comprised entirely of directors who satisfy the standards of independence described under “Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence,” as well as additional or supplemental independence standards applicable to audit committee members established under applicable law and NASDAQ listing requirements. The Board has determined that each Audit Committee member meets the NASDAQ “financial literacy” requirement and that both Mr. Love and Mr. Roberts are “financial experts” within the meaning of the current rules of the SEC. | |||
| • | Compensation Committee — The Compensation Committee reviews and approves, on behalf of the Board, the amounts and types of compensation to be paid to our senior executives, reviews and recommends to the full Board the amount and type of compensation to be paid to our non-employee directors, reviews and approves, on behalf of the Board, all bonus and equity compensation to be paid to our other employees, and administers our stock compensation plans. The Compensation Committee is comprised entirely of directors who satisfy the standards of independence described under “Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence,” as well as additional or supplemental independence standards applicable to compensation committee members established under applicable law and NASDAQ listing requirements. |
Each committee is governed by a written charter, a copy of which can be found in the Investor
Relations section of our website at www.ezcorp.com.
Because all of our voting stock is beneficially owned by Phillip E. Cohen and the remaining
stockholders are not entitled to vote on the election of directors, we do not maintain a standing
nominating committee of the Board of Directors. In the absence of a nominating committee, director
nominees are typically considered by the full Board.
Meetings and Attendance
— During fiscal 2011, the Board of Directors held six meetings, the Audit
Committee held six meetings, and the Compensation Committee held four meetings. All directors
attended all of the total number of meetings of the Board and of the committees on which they
served.
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Compensation Discussion and Analysis
Overview of Compensation Program
— The Compensation Committee of the Board of Directors is
responsible for establishing and implementing our compensation policies applicable to senior
executives and monitoring our compensation practices. The Compensation Committee seeks to ensure
that our compensation plans are fair, reasonable and competitive. The Compensation Committee is
responsible for reviewing and approving all senior executive compensation, all awards under our
equity-based compensation plans and long-term cash incentive plans.
Philosophy and Goals of Executive Compensation Plans
— The Compensation Committee’s philosophy for
executive compensation is to:
| • | Pay for performance — The Compensation Committee believes that our executives should be compensated based upon their ability to achieve specific operational and strategic results. Therefore, our compensation plans are designed to provide rewards for the individual’s contribution to our performance. | ||
| • | Pay commensurate with other companies categorized as value creators — The Compensation Committee has determined that compensation levels for senior executives should be at the 75 th percentile for similar executives in the workforce. This allows us to attract, hire, reward and retain senior executives who continue to formulate and execute our strategic plans and drive exceptional results. |
To ensure our programs are competitive, the Compensation Committee reviews compensation information
of peer companies, national data and trends in executive compensation to help determine the
appropriateness of our plans and compensation levels. These reviews become the basis for the
Compensation Committee’s decisions on compensation plans and individual executive compensation
payments.
The Compensation Committee has approved a variety of programs that work together to provide a
combination of basic compensation and strong incentives. While it is important for us to provide
certain base level salaries and benefits to remain competitive, the Compensation Committee’s
objective is to provide compensation plans with incentive opportunities that motivate and reward
executives for consistently achieving superior results. The Compensation Committee designs our
compensation plans to:
| • | Reward executives based upon overall company performance, their individual contributions and creation of stockholder value; | ||
| • | Encourage top performers to make a long-term commitment to our company, and | ||
| • | Align executive incentive plans with the long-term interests of stockholders. |
The Compensation Committee reviews competitive information and individual compensation levels
before each fiscal year. During the review process, the Compensation Committee addresses the
following questions:
| • | Do any existing compensation plans need to be adjusted to reflect changes in competitive practices, different market circumstances or changes to our strategic initiatives? | ||
| • | Should any existing compensation plans be eliminated or new plans be added to the executive compensation programs? | ||
| • | What are the compensation-related objectives for our Incentive Compensation Plan for the upcoming fiscal year? | ||
| • | Based upon individual performance, what compensation modifications should be made to provide incentives for senior executives to perform at superior levels? |
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In addressing these questions, the Compensation Committee considers input from management, outside
compensation experts and published surveys of compensation levels and practices.
The Compensation Committee does not believe that our compensation policies and practices for its
employees give rise to risks that are reasonably likely to have a material adverse effect on the
company. As noted below, our incentive-based compensation is generally tied to company or business
unit financial performance (either consolidated net income or EBITDA or business unit operating
income). The Compensation Committee believes that the existence of these financial performance
incentives creates a strong motivation for company employees to contribute towards the achievement
of strong, sustainable operating and financial performance, and believes that the company has a
strong set of internal controls that minimize the risk that financial performance can be misstated
in order to achieve incentive compensation payouts.
Scope of Authority of the Compensation Committee
— The Board of Directors has authorized the
Compensation Committee to establish the compensation programs for all senior executives and to
provide oversight for compliance with our compensation philosophy. The Compensation Committee
delegates the day-to-day administration of the compensation plans to management (except with
respect to our senior executives), but retains responsibility for ensuring that the plan
administration is consistent with the Company’s policies. Annually, the Compensation Committee
sets the compensation for senior executives, including objectives and awards under incentive plans.
For this purpose, “senior executives” include the executive officers and any other employee with
an annual base salary of $250,000 or more. The Compensation Committee also makes recommendations
to the Board of Directors on appropriate compensation for the non-employee directors. In addition
to overseeing the compensation of senior executives, the Compensation Committee approves all awards
under equity-based compensation plans and long-term cash incentive plans for all other employees.
For more information on the Committee’s role, see the Committee’s charter, which can be found in
the Investor Relations section of our website at www.ezcorp.com.
Independent Compensation Expertise
— The Compensation Committee is authorized to retain
independent experts to assist in evaluating executive compensation plans and in setting executive
compensation levels. These experts provide information on trends and best practices so the
Compensation Committee can formulate ongoing plans for executive compensation. The Compensation
Committee retained Towers Watson as its independent expert to assist in the determination of the
reasonableness and competitiveness of the executive compensation plans and senior executives’
individual compensation levels for fiscal 2011, and has engaged Pearl Meyer & Partners to provide
similar assistance for fiscal 2012.
For fiscal 2011, Towers Watson performed a benchmark compensation review of our key executive
positions, including the Named Executive Officers. Towers Watson utilized market compensation data
from the following published survey sources on retail trade and financial services industries, with
the surveyed companies’ reported compensation data adjusted for revenue differences to be
comparable to ours:
| • | Towers Watson General Industry Executive Database | ||
| • | Towers Watson Retail/Wholesale Executive Database | ||
| • | Towers Watson 2010/2011 Survey Report on Top Management Compensation | ||
| • | Towers Watson Global General Industry Database |
In evaluating appropriate executive compensation, it is common practice to set targets at a point
within the competitive marketplace. The Compensation Committee sets its competitive compensation
levels based upon its compensation philosophy. Comparisons to the market are often made using the
50
th
percentile for companies that are value maintainers and the 75
th
percentile for value creators. Based upon the Towers Watson study, the creation of shareholder
value and revenue and earnings growth over the last several years, the Compensation Committee
determined that the company continues to be a value creator, and set our total compensation target
for senior executive positions at the 75
th
percentile of total compensation for the
competitive market.
Peer Group Companies
— In addition to the above survey analysis, the Compensation Committee also
reviewed the compensation levels at specific competitive benchmark companies. With input from
management, the Compensation Committee chose the peer companies because they are direct competitors
within our industry, have similar business models to our company or have comparable key executive
positions. While the specific plans for these companies may or may not be used, it is helpful to
review their compensation data to provide benchmarks for the overall compensation levels that will
be used to attract, hire, retain and motivate our executives.
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As direct competitors and similarly situated companies that compete for the same executive talent,
the Compensation Committee determined that the following peer group companies most closely matched
the responsibilities and requirements of our executives:
| Company | Business | |
|
Advance America
|
Payday Lending | |
|
Cash America
|
Pawn and Payday Lending | |
|
Dollar Financial
|
Payday Lending | |
|
First Cash Financial Services
|
Pawn and Payday Lending | |
|
World Acceptance Corp.
|
Small Loans | |
|
Credit Acceptance
|
Consumer Finance | |
|
Coinstar
|
Specialty Finance | |
|
Citi Trends
|
Retail | |
|
Joseph A Banks Clothiers
|
Retail | |
|
Aeropostale, Inc
|
Retail | |
|
Rent-A-Center
|
Retail | |
|
Chipotle Mexican Grill
|
Retail | |
|
Pricesmart, Inc.
|
Retail | |
|
Ulta Salon Cosmetics
|
Retail |
The Compensation Committee used the publicly available compensation information for these companies
to analyze our competitive position in the industry. The Compensation Committee reviewed the base
salaries, short-term and long term incentive plans and benefits of the executives of these
companies to provide background and perspective in analyzing the compensation levels for our
executives.
Specific Elements of Executive Compensation
—
| • | Base Salary — Using information gathered by Towers Watson, peer company data, national surveys, general compensation trend information and recommendations from management, the Compensation Committee approved the fiscal 2011base salaries for our senior executives. | ||
| Base salaries for senior executives are set using the Compensation Committee’s philosophy that compensation should be competitive and based upon performance. Executives should expect that their base salaries, coupled with a short-term incentive award, would provide them the opportunity to be compensated at or above the competitive market at the 75 th percentile. | |||
| Based on competitive reviews of similar positions, industry salary trends, overall company results and individual performance, salary increases may be approved from time-to-time. The Compensation Committee reviews and approves base salaries of all senior executives. | |||
| For fiscal 2011, using data from national surveys, the Compensation Committee determined that the typical merit increase percentage for executive base salaries should be in the 3% to 5% range, excluding salary adjustments for unusual circumstances and promotions. In setting specific base salary increases, the Compensation Committee also considered competitive market data. |
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The following table shows the increases in base salaries for the Named Executive Officers that were
approved for fiscal 2011 compared to the approved salaries for fiscal 2010:
| Fiscal 2011 | Fiscal 2010 | |||||||||||
| Named Executive Officer | Base Salary | Base Salary | Increase | |||||||||
|
Paul E. Rothamel (a)
|
$ | 750,000 | $ | 500,000 | 50 | % | ||||||
|
Joseph L. Rotunda (b)
|
1,050,000 | 1,050,000 | 0 | % | ||||||||
|
Stephen A. Stamp (c)
|
350,000 | — | N/A | |||||||||
|
Daniel M. Chism (d)
|
221,500 | 215,000 | 3.0 | % | ||||||||
|
Sterling B. Brinkley
|
800,000 | 775,000 | 3.2 | % | ||||||||
|
Mark Kuchenrither
|
386,250 | 375,000 | 3.0 | % | ||||||||
|
Eric Fosse
|
412,000 | 400,000 | 3.0 | % | ||||||||
| (a) | Mr. Rothamel, formerly President and Chief Operating Officer, was promoted to President and Chief Executive Officer effective November 1, 2010, and the increase in base salary reflects this promotion. | |
| (b) | Mr. Rotunda, formerly Chief Executive Officer, retired from his position of Chief Executive Officer and member of the Board of Directors effective October 31, 2010. The amount shown is the amount of the approved annual salary that Mr. Rotunda was earning at the time of his retirement. The actual amount paid to Mr. Rotunda during fiscal 2011 is shown in the Summary Compensation Table below. | |
| (c) | Mr. Stamp joined the company as Senior Vice President and Chief Financial Officer in November 2010. | |
| (d) | Mr. Chism, formerly Vice President and Chief Accounting Officer, served as interim principal financial officer from May 2010 until November 2010. The information shown reflects Mr. Chism’s compensation as Vice President and Chief Accounting Officer. Mr. Chism left the company in October 2011. |
| The Compensation Committee has approved the following base salaries for fiscal 2012: Mr. Rothamel, $900,000; Mr. Stamp, $400,000; Mr. Brinkley, $900,000; Mr. Kuchenrither, $450,000; and Mr. Fosse, $450,000. | ||
| • | Short-Term Incentive Compensation — Our senior executives, as well as other key employees, are eligible to participate in our annual Incentive Compensation Plan, which has four primary objectives: |
| • | Attract, retain and motivate top-quality executives who can add significant value to the company; | ||
| • | Create an incentive compensation opportunity that is an integral part of the executive’s total compensation program; | ||
| • | Reward participants’ contributions to the achievement of our business results; and | ||
| • | Provide an incentive for individuals to achieve corporate, business unit, departmental and personal objectives that are tied to our strategic goals. |
| The Incentive Compensation Plan provides each participant an opportunity to receive an annual incentive cash bonus based on our company and business unit financial performance and the participant’s personal performance during the fiscal year. | ||
| The following are the key provisions of the Incentive Compensation Plan: |
| • | The plan is administered by the Compensation Committee, which has the power and authority to establish, adjust, pay or decline to pay the incentive bonus for each participant, including the power and authority to increase or decrease the incentive bonus otherwise payable to a participant. However, the committee does not have the power to increase, or make adjustments that would have the effect of increasing, the incentive bonus otherwise payable to any executive officer. The committee has the right to delegate to the Chief Executive Officer its authority and responsibilities with respect to the incentive bonuses payable to employees other than executive officers. | ||
| • | The eligible participants include the executive officers and other key employees. |
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| • | The Compensation Committee is responsible for designating the participants for each fiscal year and specifying the terms and conditions for earning incentive bonuses, including establishing specific performance objectives. Incentive bonuses payable to executive officers are intended to constitute “qualified performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code. Consequently, each incentive bonus awarded to an executive officer must be conditioned on one or more specified “Performance Measures,” calculated on a consolidated or business unit basis. Possible Performance Measures include total stockholder return; net income; earnings per share; return on sales; return on equity; return on assets; return on invested capital; increase in the market price of stock or other securities; revenues; net revenues; operating income; cash flow; EBITDA; the performance of the company in any of the foregoing measures in comparison to a pre-established peer group; or any other performance objective approved by the company’s stockholders. | ||
| • | As soon as reasonably practicable after the end of each fiscal year, the Compensation Committee will determine whether the specified performance goal for each incentive bonus has been achieved and the amount of the incentive bonus to be paid to each participant. The maximum annual incentive bonus that may be awarded to any executive officer may not exceed 300% of the executive officer’s base salary during that year. |
| At the beginning of fiscal 2011, the Compensation Committee established the fiscal 2011 targets and performance measures for each of the senior executives. For fiscal 2011, the incentive bonus for each senior executive was a function of the designated target amount (stated as a percentage of base salary), a business performance modifier ranging from 0% to 150% and an individual performance modifier ranging from 0% to 100%. For each executive, the business performance modifier was based on a company performance objective (the achievement of specified levels of consolidated net income, which required a significant increase over the actual net income for fiscal 2010) plus, in the case of certain of the senior executives, a business unit performance objective (the achievement of specified levels of operating income, again, requiring significant year-over-year increases). The individual performance modifiers were based on end-of-year performance reviews and, in the case of Mr. Brinkley and Mr. Rothamel, were determined by the Compensation Committee. | ||
| For the Named Executive Officers, the Compensation Committee established the following incentive bonus targets (stated as a percentage of base salary) and business performance modifiers for fiscal 2011: |
| Target | Business | |||||
| Named Executive Officer | Percentage | Performance Modifier | ||||
|
Mr. Rothamel
|
150 | % | Consolidated net income | |||
|
Mr. Stamp
|
60 | % | Consolidated net income | |||
|
Mr. Chism
|
40 | % | Consolidated net income | |||
|
Mr. Brinkley
|
150 | % | Consolidated net income | |||
|
Mr. Kuchenrither
|
75 | % | Consolidated net income | |||
|
Mr. Fosse
|
100 | % | Consolidated net income (50%) | |||
|
|
U.S. Pawn operating income (30%) | |||||
|
|
Empeño Fácil operating income (15%) | |||||
|
|
CASHMAX operating income (5%) | |||||
| Mr. Rotunda did not receive a target bonus percentage for fiscal 2011 in contemplation of his retirement at the end of October 2010. | ||
| In November 2011, the Compensation Committee determined, based on our actual consolidated and business unit financial performance for fiscal 2011, that (a) our performance objective was achieved at the 150% payout level, (b) the U.S. Pawn performance objective was achieved at the 150% payout level, (c) the Empeño Fácil performance objective was achieved at the 150% payout level and (d) the CASHMAX performance objective was achieved at the 150% payout level. After reviewing the proposed payouts for senior executives, the Compensation Committee approved the total short-term incentive bonus payouts for each senior executive. The payouts to the Named Executive Officers are shown under “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table below. |
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| The Compensation Committee has approved the following incentive bonus targets for fiscal 2012 (stated as a percentage of base salary): Mr. Rothamel, 200%; Mr. Stamp, 60%; Mr. Brinkley, 200%; Mr. Kuchenrither, 75%; and Mr. Fosse, 100%. The business performance modifiers are again based on consolidated net income and business unit operating income and will require significant year-over-year increases from fiscal 2011 to fiscal 2012. | ||
| • | Long-Term Compensation — All of our executive officers are eligible to receive equity awards in the form of stock options or restricted stock. Participation in the long-term incentive plan is based on the following criteria: |
| • | Analysis of competitive information for comparable positions; | ||
| • | Evaluation of the value added to the company by hiring or retaining specific executives; and | ||
| • | Each executive’s long-term potential contributions to our company. |
| Although equity awards may be made at any time as determined by the Compensation Committee, they are generally made on the first business day of our fiscal year or on or around the recipient’s hire date (in the case of new-hire grants). | ||
| The Compensation Committee’s philosophy on long-term compensation is that equity-based compensation is an effective method to align the interests of stockholders and management and focus management’s attention on long-term results. Participation in equity-based compensation plans must also consider the impact the participant can have on our overall performance, strategic direction, financial results and stockholder value. Therefore, equity awards are primarily based upon the participant’s position in the organization, competitive necessity and individual performance. | ||
| Most equity awards have vesting schedules over several years to promote long-term performance and retention of the recipient, and some have specific performance criteria for vesting. | ||
| On October 1, 2010, restricted stock grants were made to 53 key employees totaling 177,500 shares. As a part of those grants, Mr. Kuchenrither and Mr. Fosse each received 10,000 shares and Mr. Chism received 4,000. On November 2, 2010, Mr. Stamp received a grant of 20,000 shares or restricted stock as part of his new-hire compensation package. On March 28, 2011, Mr. Fosse received 15,000 restricted shares in connection with his promotion to the position of President, North American Operations. All of these restricted shares vest pro rata over three years. Mr. Chism left the company on October 3, 2011 and forfeited 2,666 of the 4,000 shares referenced above. | ||
| Also on October 1, 2010, Mr. Rothamel and Mr. Brinkley each received a restricted stock grant of 300,000 shares. These shares are subject to a six-year, performance-based vesting schedule (one-third on October 1, 2012, one-third on October 1, 2014 and one-third on October 1, 2016). The Compensation Committee intended these significant grants, which include a longer vesting period (every two years for a total of six years) and specified performance goals (described below), to encourage and incent the company’s most senior leaders to manage the company to maximize stockholder value over the long term. | ||
| For the October 1, 2010 equity awards made to the executive officers (including the awards to Mr. Rothamel and Mr. Brinkley), as well as the November 2, 2010 award made to Mr. Stamp, the Compensation Committee chose to condition vesting on the attainment of specified performance goals. These goals generally require the company to have achieved, on each scheduled vesting date, an annual compounded growth rate in EBITDA of at least 5%, when compared to the company’s EBITDA for fiscal 2010. The Compensation Committee adopted this performance-based vesting so that the executive officers would be incented to achieve steady, positive operating performance over extended periods of time. In addition, the inclusion of the performance goals is intended to ensure that the awards constitute “qualified performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code and, therefore, that the company receives federal income tax deductions for these awards. | ||
| On October 3, 2011, restricted stock grants were made to 20 key employees totaling 168,800 shares. As part of those grants, Mr. Stamp received 16,600 shares, Mr. Kuchenrither received 33,200 shares and Mr. Fosse received 16,600 shares. These shares vest pro rata over three years. The vesting of the awards made to the executive officers is subject to performance goals substantially similar to those described above, but using EBITDA for fiscal 2011 as the base. In calculating EBITDA for purposes of the performance-based vesting, the recorded expenses associated with Mr. Rotunda’s retirement from the company (including the expenses associated with cash payments and the vesting of |
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| outstanding restricted stock) will be excluded. The Compensation Committee permitted this exclusion because it recognized that those expenses were beyond the control of management and were not reflective of the company’s operating performance. | ||
| • | Supplemental Executive Retirement Plan — We provide selected executives, including all of the Named Executive Officers, with a non-qualified Supplemental Executive Retirement Plan (“SERP”) in order to offset some of the negative impacts of the highly-paid executive contribution limitations applicable to our 401(k) retirement savings plan. For a description of the SERP, see “Other Benefits and Perquisites” below. | |
| In October 2010, we made the following contributions to the SERP on behalf of the Named Executive Officers: |
| Named Executive Officer | SERP Award | |||
|
Paul E. Rothamel
|
$ | 168,750 | ||
|
Daniel M. Chism
|
12,404 | |||
|
Sterling B. Brinkley
|
180,000 | |||
|
Mark Kuchenrither
|
60,834 | |||
|
Eric Fosse
|
74,160 | |||
| No SERP award was made to Mr. Rotunda in contemplation of his retirement at the end of October 2010. In addition, Mr. Stamp joined the company in November 2010 and thus did not receive a SERP award for fiscal 2011. | ||
| The SERP awards approved for fiscal 2012 were $243,000 for Mr. Rothamel, $57,600 for Mr. Stamp, $243,000 for Mr. Brinkley, $70,875 for Mr. Kuchenrither and $81,000 for Mr. Fosse. | ||
| • | Other Benefits and Perquisites — The executive officers participate in other benefit plans on the same terms as other employees. These plans include medical, dental and life insurance benefits, and our 401(k) retirement savings plan. In addition, we provide supplemental healthcare benefits to our executive officers. The amount of that benefit for the Named Executive Officers during fiscal 2011 is included in the “All Other Compensation” table below. |
Employment Agreements, Severance and Change-in-Control Arrangements
— Effective January 1, 2009,
we entered into an Employment and Compensation Agreement with Joseph L. Rotunda, our President and
Chief Executive Officer at the time. That agreement expired on October 8, 2010, and Mr. Rotunda
retired from his positions as Chief Executive Officer and a member of the Board of Directors on
October 31, 2010. The agreement provided Mr. Rotunda with certain severance and termination
benefits if he served the full term of the agreement (through October 8, 2010), and Mr. Rotunda
became entitled to those benefits upon his retirement. Those benefits are described under “Other
Benefits and Perquisites — Certain Termination and Change-in-Control Benefits” below.
On August 3, 2009, we entered into an employment agreement with Paul E. Rothamel, who is now our
President and Chief Executive Officer. The agreement provides for certain benefits (principally, a
payment equal to one year of then-current base salary) if (a) Mr. Rothamel terminates his
employment for good reason (including a change in control), (b) we terminate Mr. Rothamel’s
employment without cause, or (c) Mr. Rothamel dies or becomes totally and permanently disabled
during his active employment. The agreement had an initial term of two years, and has been renewed
for an additional one-year term, and will continue to be renewed for successive one-year terms
unless either party gives 90-days’ notice to terminate.
The company provides the following additional severance or change-in-control benefits to its
executive officers:
| • | The terms of employment for certain of our executive officers (including Mr. Stamp and Mr. Kuchenrither) provide that the executive officer will receive salary continuation for one year if his or her employment is terminated by the company without cause. | |
| • | Mr. Brinkley received a restricted stock award in October 2006 that provides for accelerated vesting of some or all of the unvested shares under certain circumstances, including death or disability, failure to be re-elected to his current position or termination of employment without cause. |
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| • | Generally, restricted stock awards, including those granted to the executive officers, provide for accelerated vesting of some or all of the unvested shares in the event of the holder’s death or disability. |
More information on severance arrangements can be found under “Other Benefit Plans — Certain
Termination Benefits” below. The Compensation Committee believes that these benefits provide
important protection to the executive officers, are consistent with practice of the peer companies
and are appropriate for attraction and retention of executive talent.
Each of the company’s executive officers, along with other key employees, has entered into a
Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement. Under the terms
of that agreement, the executive is subject to confidentiality and non-disclosure obligations with
respect to various categories of proprietary, competitively sensitive and confidential information.
In addition, the executive has agreed that, for a period of one year following the termination of
employment with the company, he or she will not compete with the company (within a defined area)
and will not solicit the company’s employees or suppliers.
Other Factors Affecting Compensation
— in establishing total compensation for the executive
officers, the Compensation Committee considered the effect of Section 162(m) of the Internal
Revenue Code, which limits the deductibility of compensation paid to each covered employee.
Generally, Section 162(m) prevents a company from receiving a federal income tax deduction for
compensation paid to a covered employee in excess of $1 million for any year, unless that
compensation is performance-based. To the extent practical, the Compensation Committee intends to
preserve deductibility, but may choose to provide compensation that is not deductible if necessary
to attract, retain, and reward high-performing executives.
Compensation Committee Report
The Compensation Committee has reviewed the foregoing Compensation Discussion and Analysis and has
discussed it with management. Based on that review and those discussions, the Committee has
recommended to the Board of Directors that the Compensation Discussion and Analysis be included in
our Annual Report on Form 10-K for the fiscal year ended September 30, 2011. This report is
provided by the following independent directors, who comprised the Compensation Committee as of the
end of fiscal 2011.
|
Joseph J. Beal (Chair) Pablo Lagos Espinosa Thomas C. Roberts |
||||
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is or has been an officer or employee of EZCORP, and no
member of the Compensation Committee had any relationship requiring disclosure under Item 404 of
Regulation S-K, the SEC’s rules requiring disclosure of certain relationships and related-party
transactions. None of our executive officers serves or has served on the board of directors or
compensation committee (or other committee serving an equivalent function) of any other entity that
has or has had a member of our Board of Directors as an executive officer.
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Summary Compensation Table
The table below summarizes the total compensation for fiscal 2011, 2010 and 2009 for the following
persons: Paul E. Rothamel (our current principal executive officer) and Joseph L. Rotunda (who
served as principal executive officer until his retirement on October 31, 2010); Stephen A. Stamp
(our current principal financial officer) and Daniel M. Chism (who served as principal financial
officer during a portion of fiscal 2011); and Sterling B. Brinkley, Mark Kuchenrither and Eric
Fosse (the three other most highly-compensated individuals who were serving as executive officers
at the end of fiscal 2011). These persons are referred to as the “Named Executive Officers.”
| Non-Equity | ||||||||||||||||||||||||||||
| Fiscal | Stock | Incentive Plan | All Other | |||||||||||||||||||||||||
| Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | Compensation (3) | Compensation (4) | Total | |||||||||||||||||||||
|
Paul E. Rothamel,
|
2011 | $ | 750,000 | $ | — | $ | 5,952,000 | $ | 1,687,500 | $ | 178,619 | $ | 8,568,119 | |||||||||||||||
|
President, Chief
|
2010 | 500,000 | 125,000 | 329,250 | 1,125,000 | 893,228 | 2,972,478 | |||||||||||||||||||||
|
Executive Officer
|
2009 | — | — | — | — | — | — | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Joseph L. Rotunda,
|
2011 | 80,769 | — | — | — | 3,955,632 | 4,036,401 | |||||||||||||||||||||
|
former President and
|
2010 | 1,050,000 | — | — | 2,362,500 | 262,747 | 3,675,247 | |||||||||||||||||||||
|
Chief Executive Officer (6)
|
2009 | 975,000 | — | — | 731,250 | 249,501 | 1,955,751 | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Stephen A. Stamp
|
2011 | 308,269 | — | 427,400 | 315,000 | 137,066 | 1,187,735 | |||||||||||||||||||||
|
Senior Vice President
|
2010 | — | — | — | — | — | — | |||||||||||||||||||||
|
and Chief Financial Officer (7)
|
2009 | — | — | — | — | — | — | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Daniel M. Chism
|
2011 | 221,500 | — | 79,360 | 132,900 | 44,050 | 477,810 | |||||||||||||||||||||
|
Vice President, Chief
|
2010 | 205,160 | — | 52,680 | 79,980 | 29,518 | 367,338 | |||||||||||||||||||||
|
Accounting Officer (8)
|
2009 | — | — | — | — | — | — | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Sterling B. Brinkley,
|
2011 | 800,000 | — | 5,952,000 | 1,800,000 | 188,965 | 8,740,965 | |||||||||||||||||||||
|
Chairman of the Board
|
2010 | 775,000 | — | — | 1,743,750 | 190,750 | 2,709,500 | |||||||||||||||||||||
|
|
2009 | 775,000 | 77,624 | — | 484,375 | 179,743 | 1,516,742 | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Eric Fosse,
|
2011 | 418,250 | — | 668,200 | 627,750 | 87,977 | 1,802,177 | |||||||||||||||||||||
|
President, North
|
2010 | 400,000 | — | 131,700 | 487,600 | 90,734 | 1,110,034 | |||||||||||||||||||||
|
American Operations
|
2009 | 342,308 | — | 182,800 | 216,504 | 72,087 | 813,699 | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Mark Kuchenrither,
|
2011 | 386,250 | — | 198,400 | 434,531 | 338,524 | 1,357,705 | |||||||||||||||||||||
|
Senior Vice President,
|
2010 | 199,039 | — | 215,200 | 267,188 | 175,085 | 856,512 | |||||||||||||||||||||
|
Strategic Development (9)
|
2009 | — | — | — | — | — | — | |||||||||||||||||||||
| (1) | The amount shown for Mr. Rothamel represents a sign-on bonus that we paid to Mr. Rothamel pursuant to the terms of his employment agreement. The amount shown for Mr. Brinkley represents a bonus we paid to him in fiscal 2009 pursuant to the terms of certain stock options that were granted in 1998. In fiscal 2009, we realized a $0.1 million cash tax savings upon the exercise of those options, and the terms of the grant required us to pay a bonus to Mr. Brinkley equal to the tax savings realized. | |
| (2) | Amounts represent the aggregate grant date fair value of restricted stock awards, computed in accordance with FASB ASC Topic 718. See Note I to our Consolidated Financial Statements included in “Item 8 — Financial Statements and Supplemental Data.” The actual value realized by the Named Executive Officer with respect to stock awards will depend on the market value of our stock on the date the stock is sold. | |
| (3) | Amounts represent the cash awards earned under the Incentive Compensation Plan, which is discussed in further detail in “Compensation Discussion and Analysis —Short Term Incentive Compensation.” | |
| (4) | Amounts include the cost of providing various perquisites and personal benefits, as well as the value of our contributions to the company-sponsored 401(k) plan and Supplemental Executive Retirement Plan. For detail of the amounts shown for each Named Executive Officer, see the table under “Other Benefits and Perquisites — All Other Compensation” below. For information regarding the fiscal 2011 amount shown for Mr. Rotunda, see note (6) below. | |
| (5) | Mr. Rothamel was promoted to President and Chief Executive Officer (principal executive officer) effective November 1, 2010. The amounts shown for fiscal 2010 were paid to Mr. Rothamel in his capacities as Executive Vice President and Chief Operating Officer (from October 1, 2009 through February 9, 2010) and President and Chief Operating Officer (from February 10, 2010 through September 30, 2010). | |
| (6) | Mr. Rotunda retired from his positions as Chief Executive Officer and member of the Board of Directors on October 31, 2010 and, pursuant to his Employment and Compensation Agreement, assumed the role of consultant under a consulting agreement. The amount shown as Salary for fiscal 2011 represents the amount of salary we paid to Mr. Rotunda in his capacity as Chief Executive Officer from October 1, 2010 through October 31, 2010. The amounts shown as All Other Compensation represent amounts we paid to Mr. Rotunda in connection with his retirement, as well as consulting fees we paid to Mr. Rotunda pursuant to his consulting agreement. For detail of these amounts, see the table under “Other Benefits and Perquisites — All Other Compensation” below. | |
| (7) | Mr. Stamp joined the company as Senior Vice President and Chief Financial Officer (principal financial officer) on November 2, 2010. | |
| (8) | Mr. Chism served as principal financial officer from May 17, 2010 until November 2, 2010. The amounts shown represent the total compensation paid to Mr. Chism during fiscal 2010 and fiscal 2011. Mr. Chism left the company in October 2011. | |
| (9) | Mr. Kuchenrither joined the company as Senior Vice President — Strategic Development in March 2010. |
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Incentive Plan Based Awards
The following table sets forth certain information about plan-based awards that we made to the
Named Executive Officers during fiscal 2011. For information about the plans under which these
awards were granted, see the discussion under “Short-Term Incentive Compensation” and “Long-Term
Compensation” under “Compensation Discussion and Analysis” above.
Grants of Plan-Based Awards
| Estimated Future Payouts Under | Stock Awards: | |||||||||||||||||||
| Non-Equity Incentive Plan Awards (1) | Number of Shares of | Grant Date | ||||||||||||||||||
| Name | Grant Date | Threshold | Target | Maximum | Stock or Units (2) | Fair Value (3) | ||||||||||||||
|
Paul E. Rothamel
|
10/1/2010 | — | $ | 1,125,000 | $ | 1,687,500 | 300,000 | (4) | $ | 5,952,000 | ||||||||||
|
Stephen A. Stamp
|
11/2/2010 | — | 210,000 | 315,000 | 20,000 | (5) | 427,400 | |||||||||||||
|
Daniel M. Chism
|
10/1/2010 | — | 88,600 | 132,900 | 4,000(6 | )(7) | 79,360 | |||||||||||||
|
Sterling B. Brinkley
|
10/1/2010 | — | 1,200,000 | 1,800,000 | 300,000 | (4) | 5,952,000 | |||||||||||||
|
Eric Fosse
|
10/1/2010
3/28/2011 |
— | 418,500 | 627,750 |
10,000
15,000 |
(5)
(6) |
198,400
469,800 |
|||||||||||||
|
Mark Kuchenrither
|
10/1/2010 | — | 289,688 | 434,531 | 10,000 | (5) | 198,400 | |||||||||||||
| (1) | The target amounts are the target awards under the fiscal 2011 Incentive Compensation Program. They represent a specified percentage of the Named Executive Officer’s fiscal 2011 base salary. The threshold amount reflects the fact that no incentive plan awards would have been payable if the minimum financial and other specified incentive goals were not achieved. For actual award amounts, see the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table above. More information regarding the Incentive Compensation Program can be found in “Compensation Discussion and Analysis — Short-Term Incentive Compensation.” | |
| (2) | Represents the number of shares of restricted stock awarded in fiscal 2011. In the event of the holder’s death or disability, the vesting of unvested shares will be accelerated. | |
| (3) | Represents the full grant date fair value of fiscal 2011 equity awards. This is the amount we will expense in our financial statements over the awards’ vesting schedules. | |
| (4) | These shares vest over six years (one-third on October 1, 2012, one-third on October 1, 2014 and one-third on October 1, 2016), subject to the achievement of specified performance objectives. | |
| (5) | These shares vest pro rata over three years (one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date and the remaining one-third on the third anniversary of the grant date), subject to the achievement of specified performance objectives. | |
| (6) | These shares vest pro rata over three years (one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date and the remaining one-third on the third anniversary of the grant date). | |
| (7) | Mr. Chism left the company on October 3, 2011, and the 2,666 shares that remained unvested at that time were forfeited as of such date. |
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The following table sets forth certain information about outstanding stock awards held by the
Named Executive Officers as of the end of fiscal 2011. None of the Named Executive Officers holds
any stock options.
Outstanding Equity Awards at Fiscal Year-End
| Stock Awards | ||||||||||||
| Number of Shares or Units of Stock That | Market Value of Shares or Units of Stock | |||||||||||
| Name | Award Date | Have Not Vested | That Have Not Vested (1) | |||||||||
|
Paul E. Rothamel
|
10/1/2009 | 25,000 | (2) | $ | 713,500 | |||||||
|
|
10/1/2010 | 300,000 | (3) | 8,562,000 | ||||||||
|
Stephen A. Stamp
|
11/2/2010 | 20,000 | (4) | 570,800 | ||||||||
|
Daniel M. Chism
|
10/1/2008 | 3,000 | (2) | 85,620 | ||||||||
|
|
10/1/2009 | 4,000 | (2)(5) | 114,160 | ||||||||
|
|
10/1/2010 | 4,000 | (6)(5) | 114,160 | ||||||||
|
Sterling B. Brinkley
|
10/2/2006 | 405,000 | (7) | 11,558,700 | ||||||||
|
|
10/1/2010 | 300,000 | (3) | 8,562,000 | ||||||||
|
Eric Fosse
|
10/1/2008 | 10,000 | (2) | 285,400 | ||||||||
|
|
10/1/2009 | 10,000 | (2) | 285,400 | ||||||||
|
|
10/1/2010 | 10,000 | (4) | 285,400 | ||||||||
|
|
3/28/2011 | 15,000 | (6) | 428.100 | ||||||||
|
Mark Kuchenrither
|
3/11/2010 | 10,000 | (6) | 285,400 | ||||||||
|
|
10/1/2010 | 10,000 | (4) | 285,400 | ||||||||
| (1) | Market value is based on the closing price of our Class A Non-voting Common Stock on September 30, 2011 ($28.54). | |
| (2) | These shares vest on the third anniversary of the date of grant. In the case of grants made on October 1, 2008, the shares vested on October 1, 2011 but were unvested as of the end of fiscal 2011 and, therefore, are presented in the table as unvested shares. | |
| (3) | These shares vest over six years (one-third on October 1, 2012, one third on October 1, 2014 and one-third on October 1, 2016) so long as, at each vesting date, the company has achieved an average annual compounded growth rate in EBITDA of at least 5% when compared to the company’s EBITDA for fiscal 2010. Any shares that do not vest as a result of the failure to attain the applicable performance goal will vest on the next succeeding vesting date so long as the performance goal for that succeeding vesting date has been attained. | |
| EBITDA for any fiscal year will be calculated from the company’s audited consolidated financial statements for such year, and shall be equal to the company’s consolidated net income before interest, taxes, depreciation and amortization, excluding (a) all extraordinary items as defined by generally accepted accounting principles and (b) any recorded expenses associated with the termination of Mr. Rotunda’s employment with the company and any recorded expenses associated with the acceleration of vesting of restricted stock held by Mr. Brinkley or Mr. Rotunda (regardless of whether such expenses are considered to be extraordinary items under generally accepted accounting principles). | ||
| (4) | These shares vest pro rata over three years (one-third of the first anniversary of the grant date, one-third on the second anniversary of the grant date and the remaining one-third on the third anniversary of the grant date) so long as, at each vesting date, the company has achieved an average annual compounded growth rate in EBITDA of at least 5% when compared to the company’s EBITDA for the completed fiscal year immediately preceding the grant date. | |
| (5) | Mr. Chism left the company on October 3, 2011 and forfeited all 4,000 unvested shares from the October 1, 2009 grant and unvested 2,666 shares from the October 1, 2010 grant. | |
| (6) | These shares vest pro rata over three years (one-third of the first anniversary of the grant date, one-third on the second anniversary of the grant date and the remaining one-third on the third anniversary of the grant date). | |
| (7) | These shares are part of a total grant of 675,000 shares that vest as follows: |
| • | 20% on October 2, 2008 if the average EBITDA for fiscal 2007 and fiscal 2008 is at least 5% greater than the actual EBITDA for fiscal year 2006; | ||
| • | 20% on October 2, 2010 if the average EBITDA for fiscal 2009 and fiscal 2010 is at least 10% greater than the actual EBITDA for fiscal year 2006; | ||
| • | 20% on October 2, 2012 if the average EBITDA for fiscal 2011 and fiscal 2012 is at least 15% greater than the actual EBITDA for fiscal year 2006; | ||
| • | 20% on October 2, 2014 if the average EBITDA for fiscal 2013 and fiscal 2014 is at least 20% greater than the actual EBITDA for fiscal year 2006; and | ||
| • | 20% on October 2, 2016 if the average EBITDA for fiscal 2015 and fiscal 2016 is at least 25% greater than the actual EBITDA for fiscal year 2006. |
| Any shares that do not vest as a result of the failure to attain the applicable performance goal will vest on the next succeeding vesting date so long as the performance goal for that succeeding vesting date has been attained. Upon death or disability, vesting will occur immediately on a portion of the unvested shares calculated as follows: 10% of the originally granted shares multiplied by the number of full or partial years of service since the award date, plus 20% of the originally granted shares, less the number of shares previously vested. |
The performance goals for the first two vestings were achieved, and those shares (270,000) vested as described above. The amount
shown represents the unvested shares as of the end of fiscal 2011, which are subject to performance-based vesting as described above.
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Option Exercises and Stock Vested
The following table sets forth, with respect to the Named Executive Officers, certain information
about option exercises and restricted stock vestings during fiscal 2011.
| Option Awards | Stock Awards | |||||||||||||||
| Number of Shares | Value Realized on | Number of Shares | Value Realized on | |||||||||||||
| Name | Acquired on Exercise | Exercise (1) | Acquired on Vesting | Vesting (1) | ||||||||||||
|
Paul E. Rothamel
|
— | — | — | — | ||||||||||||
|
Joseph L. Rotunda
|
— | — | 756,000 | (2) | $ | 16,004,520 | ||||||||||
|
Stephen A. Stamp
|
— | — | — | — | ||||||||||||
|
Daniel M. Chism
|
1,200 | (3) | $ | 27,444 | 2,250 | (4) | 43,358 | |||||||||
|
Sterling B. Brinkley
|
— | — | 135,000 | (5) | 3,368,250 | |||||||||||
|
Eric Fosse
|
— | — | 17,000 | (6) | 367,240 | |||||||||||
|
Mark Kuchenrither
|
— | — | — | — | ||||||||||||
| (1) | Computed using the fair market value of the stock on the date of exercise or vesting, as the case may be | |
| (2) | On October 8, 2010, the Board of Directors, acting pursuant to the terms of the applicable restricted stock award agreement and with the recommendation of the Compensation Committee, determined that Mr. Rotunda (having served the full term of his employment agreement and successfully implemented a transition plan to a new Chief Executive Officer) had satisfied the specified conditions for the accelerated vesting of 756,000 shares that remained unvested from a grant made on October 2, 2006 and approved the vesting of those shares on October 31, 2010, the effective date of Mr. Rotunda’s retirement. The market value of the stock on the date of vesting was $21.17 per share. | |
| (3) | These options were exercised on November 9, 2010 with an exercise price of $2.09 per share. The market value of the stock on the date of exercise was $24.96 per share. | |
| (4) | These shares vested on October 4, 2010. The market value of the stock on the date of vesting was $19.27 per share | |
| (5) | These shares were part of the grant described in note (7) to the table titled “Outstanding Equity Awards at Fiscal Year-End” above. These shares vested on November 24, 2010 after it was determined that the applicable performance target had been achieved. The market value of the stock on the date of vesting was $24.95 per share. | |
| (6) | Of the shares shown, 12,000 vested on October 1, 2010 with a market value of $19.27 per share on the date of vesting and 5,000 vested on August 8, 2011 with a market value of $27.20 per share on the date of vesting. |
Other Benefits and Perquisites
401(k) Retirement Plan
— All employees are given an opportunity to participate in our 401(k)
retirement savings plan (following a new-hire waiting period). This plan allows participants to
have pre-tax amounts withheld from their pay and provides for a discretionary employer matching
contribution (currently, a 25% match in the form of our Class A Non-voting Common Stock up to 6% of
salary). Participants may invest their contributions in various fund options, but are prohibited
from investing their contributions in our common stock. Participants are immediately vested in
their contributions, and the company matching contributions vest over the first four years of
employment and are fully vested for participants who have four or more years of service.
Supplemental Executive Retirement Plan
— The Internal Revenue Code limits the amount of pre-tax
savings that highly-paid executives can contribute to the 401(k) plan. To offset some of the
negative impact of these limitations on retirement savings and to encourage retention of key
executives, we provide selected executives with a non-qualified Supplemental Executive Retirement
Plan (“SERP”). Company contributions to the SERP are formula-based, reviewed and recommended by
management and approved by the Compensation Committee each year. Currently, our annual
contributions to the SERP are calculated as a percentage of the sum of base salary plus target
bonus, with that percentage being 9% for Senior Vice Presidents or above and 4% for Vice
Presidents. The SERP has been designed to provide a potential replacement value of 10% to 20% of
final pay for each participant, assuming that the individual remains with us and participates in
the SERP for twenty years. There were 17 participants in the SERP in fiscal 2011.
All SERP funds have a vesting schedule as an additional retention tool. Generally, the funds vest
over three years from the grant date, with one-third vesting each year. All of a participant’s
SERP funds vest 100% in the event of his or her death or disability, the termination of his or her
employment without cause, or the termination of the plan due to a change in control of the company.
In addition, all SERP funds are 100% vested when a participant attains his or her normal
retirement age (60
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years old and five years of active service) while actively employed by us. All SERP funds are
forfeited, regardless of vesting status, if the participant’s employment is terminated for cause.
A participant may not withdraw any portion of his or her SERP account while still employed by the
company unless, in the sole opinion of management, the participant has an unforeseeable emergency,
which is defined as a severe financial hardship resulting from an illness or accident of the
participant, the participant’s spouse or a dependent; the loss of the participant’s property due to
casualty; or other similar extraordinary and unforeseeable circumstance arising as a result of
events beyond the participant’s control.
The following table describes the contributions, earnings and balance at the end of fiscal 2011 for
each of the Named Executive Officers who participate in the SERP:
Nonqualified Deferred Compensation
| Aggregate | ||||||||||||||||
| Aggregate | Balance at | |||||||||||||||
| Company Contributions in | Aggregate Earnings in | Withdrawals/Distributions | September 30, | |||||||||||||
| Name | Fiscal 2011 (1) | Fiscal 2011 (2) | in Fiscal 2011 | 2011 (3) | ||||||||||||
|
Paul E. Rothamel
|
$ | 168,750 | $ | (4,725 | ) | — | $ | 263,375 | ||||||||
|
Joseph L. Rotunda
|
— | 92,341 | $ | 1,028,727 | (4) | — | ||||||||||
|
Stephen A. Stamp
|
— | — | — | — | ||||||||||||
|
Daniel M. Chism
|
12,404 | (921 | ) | — | 11,483 | |||||||||||
|
Sterling B. Brinkley
|
180,000 | 5,912 | — | 806,546 | ||||||||||||
|
Eric Fosse
|
74,160 | (3,704 | ) | — | 281,193 | |||||||||||
|
Mark Kuchenrither
|
60,834 | (929 | ) | — | 59,905 | |||||||||||
| (1) | These amounts were included in the Summary Compensation Table above in the column labeled “All Other Compensation.” | |
| (2) | These amounts were not included in the Summary Compensation Table above, as the earnings were not in excess of market rates. | |
| (3) | Of the Aggregate Balance at September 30, 2011, the following amounts were previously reported as compensation in the Summary Compensation Tables for prior years: $90,000 for Mr. Rothamel; $0 for Mr. Chism; $596,188 for Mr. Brinkley; $183,220 for Mr. Fosse; and $0 for Mr. Kuchenrither. | |
| (4) | Mr. Rotunda retired from his positions as Chief Executive Officer and member of the Board of Directors on October 31, 2010 and subsequently took a distribution of his SERP balance. |
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All Other Compensation
— The following table describes each component of the amounts shown in
the “All Other Compensation” column in the Summary Compensation Table above.
| Company | ||||||||||||||||||||||||||||
| Value of | Contributions to | |||||||||||||||||||||||||||
| Health Care | Supplemental Life | Defined | ||||||||||||||||||||||||||
| Consulting | Supplemental | Insurance | Contribution | |||||||||||||||||||||||||
| Name | Year | Fees (1) | Insurance (2) | Premiums (3) | Plans (4) | Other Benefits (5) | Total | |||||||||||||||||||||
|
Paul E. Rothamel
|
2011 | $ | — | $ | 4,324 | $ | 1,620 | $ | 172,425 | $ | 250 | $ | 178,619 | |||||||||||||||
|
|
2010 | — | 1,683 | 1,380 | 90,000 | 800,165 | 893,228 | |||||||||||||||||||||
|
|
2009 | — | — | — | — | — | — | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Joseph L. Rotunda
|
2011 | 482,692 | 27,034 | 1,620 | — | 3,444,286 | 3,955,632 | |||||||||||||||||||||
|
|
2010 | — | 23,028 | 2,760 | 236,959 | — | 262,747 | |||||||||||||||||||||
|
|
2009 | — | 26,537 | 2,880 | 220,084 | — | 249,501 | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Stephen A. Stamp
|
2011 | — | 2,092 | 1,485 | — | 133,489 | 137,066 | |||||||||||||||||||||
|
|
2010 | — | — | — | — | — | — | |||||||||||||||||||||
|
|
2009 | — | — | — | — | — | — | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Daniel M. Chism
|
2011 | — | 26,644 | 1,077 | 16,079 | 250 | 44,050 | |||||||||||||||||||||
|
|
2010 | — | 25,681 | 1,747 | 2,090 | — | 29,518 | |||||||||||||||||||||
|
|
2009 | — | — | — | — | — | — | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Sterling B. Brinkley
|
2011 | — | 7,345 | 1,620 | 180,000 | — | 188,965 | |||||||||||||||||||||
|
|
2010 | — | 13,615 | 2,760 | 174,375 | — | 190,750 | |||||||||||||||||||||
|
|
2009 | — | 19,925 | 2,880 | 156,938 | — | 179,743 | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Eric Fosse
|
2011 | — | 10,012 | 1,620 | 76,095 | 250 | 87,977 | |||||||||||||||||||||
|
|
2010 | — | 13,093 | 2,760 | 74,881 | — | 90,734 | |||||||||||||||||||||
|
|
2009 | — | 8,844 | 2,826 | 60,417 | — | 72,087 | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Mark Kuchenrither
|
2011 | — | 3,828 | 1,620 | 60,834 | 272,242 | 338,524 | |||||||||||||||||||||
|
|
2010 | — | — | 690 | — | 174,395 | 175,085 | |||||||||||||||||||||
|
|
2009 | — | — | — | — | — | — | |||||||||||||||||||||
| (1) | Mr. Rotunda retired from his positions as Chief Executive Officer and member of the Board of Directors on October 31, 2010. In accordance with the terms of his Employment and Compensation Agreement, Mr. Rotunda and the company entered into a five-year consulting agreement, effective November 1, 2010, pursuant to which Mr. Rotunda will provide various consulting services to the company. The amount shown represents the amount of consulting fees we paid to Mr. Rotunda pursuant to such consulting agreement. | |
| (2) | We reimburse certain of our executives, including all of the Named Executive Officers, for healthcare costs in excess of amounts covered by our health insurance plans. The amounts shown represent the amount of such supplemental healthcare benefits we paid to each of the Named Executive Officers during each of the years presented | |
| (3) | Represents taxable group life insurance premiums paid on behalf of the Named Executive Officers. The benefit provides life and accidental death and dismemberment coverage at three times the Named Executive Officer’s annual salary up to a maximum of $1 million. | |
| (4) | Includes the company contributions to the 401(k) plan and the Supplemental Executive Retirement Plan. | |
| (5) | Mr. Rothamel joined the company in September 2009, and the amount shown for him for fiscal 2010 represents the aggregate amounts we paid to him in connection with his relocation from Omaha, Nebraska to Austin, Texas, including a one-time bonus in the amount of $197,949 (plus tax gross-up in the amount of $113,536) intended to compensate him for price reductions necessary to complete the sale of his house in Omaha and a one-time bonus in the amount of $200,000 (plus tax gross-up in the amount of $114,713) to assist him in the purchase of a house in Austin, Texas. | |
| The amount shown for Mr. Rotunda represents the aggregate amount of the cash payments that we made to Mr. Rotunda in connection with his retirement from the company on October 31, 2010 ($3,412,500), as described under “Certain Termination and Change-in-Control Benefits-Rotunda Employment Agreement and Consulting Agreement” below, as well as the cost of a retirement gift in recognition of his long and productive service to the company ($31,786). | ||
| Mr. Stamp joined the company in November 2010, and the amount shown for him represents the aggregate amounts we paid to him in connection with his relocation from Cincinnati, Ohio to Austin, Texas. | ||
| Mr. Kuchenrither joined the company in March 2010, and the amount shown for him represents the aggregate amounts we paid to him in connection with his relocation from Miami, Florida to Austin, Texas, including a one-time moving allowance of $100,000 (plus tax gross-up in the amount of $44,965) paid in fiscal 2010 to assist him in the purchase of a house in Austin, Texas and a one-time bonus in the amount of $200,000 (plus tax gross-up in the amount of $71,924) paid in fiscal 2011 to assist him in the purchase of a home in Austin, Texas. |
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Certain Termination and Change-in-Control Benefits
— The following is a summary of various
agreements that provide for benefits to the Named Executive Officers upon termination of employment
or a change-in-control:
| • | Rotunda Employment Agreement and Consulting Agreement — Mr. Rotunda’s employment agreement provided him with certain severance and termination benefits if he served the full term of the agreement (through October 8, 2010). Those benefits, which Mr. Rotunda earned, included (1) a cash payment in an amount equal to one year’s base salary plus his most recent annual incentive bonus award (total of $3,412,500 paid on January 7, 2011) and (2) a five-year consulting agreement that provides for the following: an annual consulting fee of $500,000; an annual incentive bonus with a target amount equal to 50% of the annual fee and a maximum amount equal to 100% of the annual fee; and reimbursement of reasonable business expenses. We have also agreed to continue the healthcare benefits for Mr. Rotunda during the term of the consulting agreement. If the consulting agreement is terminated by reason of Mr. Rotunda’s death or disability, he will be entitled to payment of an amount equal to one year’s annual consulting fee plus one year of incentive bonus (calculated at the target amount) and continuation of healthcare benefits for Mr. Rotunda and/or his spouse (as applicable) for one year. In addition, if we terminate the consulting agreement (other than due to a material breach by Mr. Rotunda) or Mr. Rotunda terminates the consulting agreement because of a material breach by us, then we will pay Mr. Rotunda an amount of cash equal to all annual consulting fees that would have been payable to Mr. Rotunda had the agreement continued until the expiration of the five-year term, plus an additional $500,000 in lieu of subsequent annual incentive bonuses, and shall continue to provide the healthcare benefits for Mr. Rotunda until the expiration of the five-year term. | |
| • | Rothamel Employment Agreement — Mr. Rothamel’s employment agreement provides for the payment of certain cash benefits upon the termination of Mr. Rothamel’s employment in the following circumstances: |
| • | If Mr. Rothamel resigns for “good reason,” he will be entitled to payment of an amount equal to one year’s base salary and payment of amounts required to allow continuation of healthcare benefits for one year plus tax gross-up. For this purpose, “good reason” includes (1) a resignation following a material diminution of, or material change to, his job title, reporting relationship or responsibilities, authorities and duties, (2) a reduction of his annual base salary below $500,000 or target bonus below 100% of base salary, (3) removal of his principal work location to a location more than 50 miles from Austin, Texas, (4) a change-in-control of the company and (5) a requirement that he perform an unlawful, dishonest or unethical act. | ||
| • | If Mr. Rothamel’s employment is terminated by us without cause, he will be entitled to payment of the prorated portion of his current-year annual incentive bonus (calculated at the target amount), payment of an amount equal to one year’s base salary and payment of amounts required to allow continuation of healthcare benefits for one year plus tax gross-up. | ||
| • | If Mr. Rothamel’s employment is terminated by reason of death or disability, he (or his estate or beneficiaries) will be entitled to payment of an amount equal to one year’s base salary and payment of amounts required to allow continuation of healthcare benefits (limited to coverage for Mr. Rothamel’s family in the case of Mr. Rothamel’s death) for one year plus tax gross-up. |
| • | October 2, 2006 Restricted Stock Awards — On October 2, 2006, we granted certain performance-based restricted stock awards to Mr. Rotunda and Mr. Brinkley. As described in note (2) to the “Option Exercises and Stock Vested” table under “Incentive Plan Based Awards” above, all of Mr. Rotunda’s remaining unvested shares vested on October 31, 2010 (the effective date of Mr. Rotunda’s retirement) and the value on that date of the shares subject to such accelerated vesting (excluding shares that would have vested in any event based on the company’s performance through the end of fiscal 2010) was approximately $12 million. As described in note (7) to the “Outstanding Equity Awards at Fiscal Year-End” table under “Incentive Plan Based Awards” above, Mr. Brinkley’s remaining unvested shares will continue to vest over the next six years (subject to the achievement of the specified EBITDA targets), but vesting may be accelerated or continued upon termination of employment in the following circumstances: |
| • | If Mr. Brinkley resigns for “good reason” or if Mr. Brinkley’s employment is terminated by the us without cause, then vesting of all unvested shares will be accelerated to the date of termination. | ||
| • | If Mr. Brinkley’s employment is terminated by reason of death or disability, then vesting of a portion of the unvested shares will be accelerated to the date of termination. Such portion is calculated as follows: 10% of the |
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| originally granted shares multiplied by the number of full or partial years of service since the award date, plus 20% of the originally granted shares, less the number of shares previously vested. |
| • | If Mr. Brinkley voluntarily terminates his employment (other than for “good reason” and except for a voluntary termination that is mutually agreed upon by Mr. Brinkley and the Board of Directors), then all unvested shares will be forfeited. |
| • | Other Restricted Stock Awards — The standard restricted stock award agreement pursuant to which we grant restricted stock to our employees generally provides that vesting is accelerated in whole or in part in the event of the holder’s death or disability. | |
| • | SERP Contributions — For all executives (including the Named Executive Officers), any unvested company contributions to the SERP will vest in the case of death or disability of the participant or a change-in-control. |
The following table sets forth the amounts of severance or termination benefits that would have
been payable to each of the Named Executive Officers upon the occurrence of various events,
assuming each of the events occurred on September 30, 2011. The amounts shown for Mr. Rotunda
represent amounts that would be payable under his consulting agreement, assuming termination of
that agreement by reason of the events described.
| Accelerated Vesting of | ||||||||||||||||||||
| Incentive | Aggregate Healthcare | Restricted | Accelerated Vesting of | |||||||||||||||||
| Salary | Bonus | Payments (1) | Stock (2) | SERP Balance | ||||||||||||||||
|
Resignation for Good Reason:
|
||||||||||||||||||||
|
Paul E. Rothamel
|
$ | 750,000 | $ | — | $ | 32,141 | $ | — | — | |||||||||||
|
Joseph L. Rotunda (3)
|
2,000,000 | 500,000 | 58,031 | — | — | |||||||||||||||
|
Stephen A. Stamp
|
— | — | — | — | — | |||||||||||||||
|
Daniel M. Chism
|
— | — | — | — | — | |||||||||||||||
|
Sterling B. Brinkley
|
— | — | — | 20,120,700 | — | |||||||||||||||
|
Eric Fosse
|
— | — | — | — | — | |||||||||||||||
|
Mark Kuchenrither
|
— | — | — | — | — | |||||||||||||||
|
|
||||||||||||||||||||
|
Termination Without Cause:
|
||||||||||||||||||||
|
Paul E. Rothamel
|
750,000 | 1,125,000 | 32,141 | — | — | |||||||||||||||
|
Joseph L. Rotunda (4)
|
2,000,000 | 500,000 | 58,031 | — | — | |||||||||||||||
|
Stephen A. Stamp
|
350,000 | — | — | — | — | |||||||||||||||
|
Daniel M. Chism
|
— | — | — | — | — | |||||||||||||||
|
Sterling B. Brinkley
|
— | — | — | 20,120,700 | — | |||||||||||||||
|
Eric Fosse
|
— | — | — | — | — | |||||||||||||||
|
Mark Kuchenrither
|
386,250 | — | — | — | — | |||||||||||||||
|
|
||||||||||||||||||||
|
Death or Disability:
|
||||||||||||||||||||
|
Paul E. Rothamel
|
750,000 | — | 32,141 | 9,040,045 | 231,298 | |||||||||||||||
|
Joseph L. Rotunda
|
750,000 | — | 58,031 | — | — | |||||||||||||||
|
Stephen A. Stamp
|
— | — | — | 570,800 | — | |||||||||||||||
|
Daniel M. Chism
|
— | — | — | 276,267 | 11,483 | |||||||||||||||
|
Sterling B. Brinkley
|
— | — | — | 8,347,950 | 378,345 | |||||||||||||||
|
Eric Fosse
|
— | — | — | 1,190,118 | 151,739 | |||||||||||||||
|
Mark Kuchenrither
|
— | — | — | 476,618 | 59,905 | |||||||||||||||
| (1) | Represents the aggregate amount of the payments to be made to allow continuation of healthcare benefits, plus the related tax gross-up payments (if applicable). | |
| (2) | Represents the number of shares subject to accelerated vesting (as described above), multiplied by the closing sales price of the Class A Common Stock on September 30, 2011 ($28.54). | |
| (3) | The corresponding termination event under Mr. Rotunda’s consulting agreement is a termination by Mr. Rotunda because of a material breach by the company. The amount shown in the “Salary” column represents the amount of the annual consulting fee that would be payable upon the occurrence of the event. | |
| (4) | The corresponding termination event under Mr. Rotunda’s consulting agreement is a termination by the company (other than by reason of a material breach by Mr. Rotunda). The amount shown in the “Salary” column represents the amount of the annual consulting fee that would be payable upon the occurrence of the event. |
The Compensation Committee has the authority under our stock-based compensation plans to issue
awards with provisions that accelerate vesting and exercisability in the event of a
change-in-control. To date, the Committee has not included change-in-control acceleration
provisions in any awards. Unless such provisions were subsequently included, then the only benefit
that would inure to the Named Executive Officers by reason of a change-in-control itself would be
the accelerated vesting for SERP contributions (equal to the same benefit as that set forth under
“Death or Disability” in the table above). If
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an executive’s employment was terminated following a change-in-control, then the additional
benefits described above would apply, depending on the circumstances of the termination.
Director Compensation
Each non-employee director receives a basic annual retainer fee, with the chair of the Audit
Committee, the chair of the Compensation Committee and the Lead Director each receiving an
additional amount. During fiscal 2011, the basic annual retainer fee was $75,000, and additional
amounts paid to the chair of the Audit Committee, the chair of the Compensation Committee and the
Lead Director were $15,000, $10,000 and $45,000, respectively. For fiscal 2012, the basic annual
retainer fee will be $75,000 and the additional amounts paid to the chair of the Audit Committee,
the chair of the Compensation Committee and the Lead Director will be $18,000, $12,000 and $45,000,
respectively. Annual retainer fees are paid in cash on a quarterly basis.
The non-employee directors are also eligible for stock option and restricted stock awards. The
number of options or shares of restricted stock awarded, as well as the other terms and conditions
of the awards (such as vesting and exercisability schedules and termination provisions), are
determined by the Board of Directors upon the recommendation of the Compensation Committee. No
options have been awarded to the non-employee directors since fiscal 2007. Equity awards are
generally granted on the first business day of the fiscal year.
The following table sets forth the compensation paid to our non-employee directors for fiscal 2011.
Mr. Brinkley and Mr. Rothamel are executive officers of the company and do not receive any
additional compensation for serving on the Board of Directors.
| Fees Earned or | Restricted Stock | |||||||||||
| Name | Paid in Cash | Awards (1) | Total | |||||||||
|
Joseph J. Beal
|
$ | 75,000 | 119,040 | $ | 194,040 | |||||||
|
Pablo Lagos Espinosa
|
75,000 | 127,020 | 202,020 | |||||||||
|
John Farrell (2)
|
15,285 | — | 15,285 | |||||||||
|
William C. Love
|
90,000 | 119,040 | 209,040 | |||||||||
|
Gary C. Matzner (3)
|
37,500 | 119,040 | 156,540 | |||||||||
|
Thomas C. Roberts
|
120,000 | 119,040 | 239,040 | |||||||||
|
Richard D. Sage (4)
|
85,000 | 119,040 | 204,040 | |||||||||
| (1) | Amounts represent the aggregate grant date fair value of restricted stock awards, computed in accordance with FASB ASC Topic 718. See Note I to our Consolidated Financial Statements included in “Item 8 — Financial Statements and Supplemental Data” for a description of the assumptions used in that computation. The actual value realized by the director with respect to stock awards will depend on the market value of our stock on the date the stock is sold. | |
| In October 2010, each non-employee director received a grant of 6,000 shares of restricted stock, vesting over a two-year period (50% on the first anniversary of the date of grant and 50% on the second anniversary of the date of grant). All non-employee directors received their grants as of October 1, 2010, except for Mr. Lagos who received his as if October 25, 2010. The values shown above were computed using the closing price of our Class A Non-Voting Common Stock on October 1, 2010 ($19.84) or, in the case of Mr. Lagos, on October 25, 2010 ($21.17). | ||
| At September 30, 2011, each of the non-employee directors held the following number of shares of restricted stock: Mr. Beal, 9,000; Mr. Lagos, 6,000; Mr. Farrell, none; Mr. Love, 9,000; Mr. Roberts, 9,000; and Mr. Sage, 9,000. | ||
| (2) | Mr. Farrell joined the Board of Directors effective July 18, 2011, and thus did not receive a restricted stock award during fiscal 2010. | |
| (3) | Mr. Matzner retired from the Board of Directors effective October 26, 2010, after having served as a director for more than eight years. As permitted under his restricted stock award agreements, the Board of Directors elected to accelerate the vesting on all 9,000 shares of unvested restricted stock held by Mr. Matzner on the date of his retirement. The market value of those shares on the date of vesting was $191,790. In addition, the Board agreed to pay Mr. Matzner his retainer payments through March 31, 2011 (representing an additional retirement benefit of $18,750). | |
| (4) | Mr. Sage retired from the Board of Directors effective October 31, 2011, after having served as a director for 16 years. As permitted under his restricted stock award agreements, the Board of Directors elected to accelerate the vesting on all 8,200 shares of unvested restricted stock held by Mr. Sage on the date of his retirement. The market value of those shares on the date of vesting was $227,796. In addition, the Board agreed to pay Mr. Sage his retainer payments through March 31, 2012 (representing an additional retirement benefit of $18,750). |
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Equity Compensation Plans
Stockholders have approved the 2010 Long-Term Incentive Plan, which we currently use for stock
incentive awards. These awards can be in the form of stock options, stock appreciation rights,
stock bonuses, restricted stock, restricted stock units, performance units, or performance shares.
Although options are still outstanding under the 1998, 2003 and 2006 Incentive Plans, no shares are
available for future awards. We do not have any equity compensation plans that were not approved
by stockholders. The following table summarizes information about our equity compensation plans as
of September 30, 2011.
| Number of Securities | ||||||||||||
| Remaining Available for | ||||||||||||
| Future Issuance Under | ||||||||||||
| Equity Compensation | ||||||||||||
| Number of Securities to | Weighted Average | Plans (Excluding | ||||||||||
| be Issued Upon Exercise | Exercise Price of | Securities Reflected in | ||||||||||
| of Outstanding Options | Outstanding Options | Column (a)) | ||||||||||
| Plan Category | (a) (1) | (b) | (c) | |||||||||
|
Equity compensation
plans approved by
security holders
|
222,398 | $ | 3.12 | 779,750 | ||||||||
|
|
||||||||||||
|
Equity compensation
plans not approved by
security holders
|
— | — | — | |||||||||
|
|
||||||||||||
|
Total
|
222,398 | $ | 3.12 | 799,750 | ||||||||
|
|
||||||||||||
| (1) | Excludes 1,535,000 shares of restricted stock that were outstanding at September 30, 2011. |
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Table of Contents
Stock Ownership
Phillip E. Cohen controls EZCORP through his ownership of all of the issued and outstanding stock
of MS Pawn Corporation, the sole general partner of MS Pawn Limited Partnership, which owns 100% of
our Class B Voting Common Stock. The following table presents information regarding the beneficial
ownership of our Common Stock as of October 31, 2011 for (i) each person known to us to be the
beneficial owner of more than 5% of the total number of shares outstanding, (ii) each of our
directors, (iii) each of the Named Executive Officers (other than Mr. Chism, who is no longer with
the company), and (iv) all directors and executive officers as a group. Unless otherwise
indicated, each person named below holds sole voting and investment power over the shares shown,
subject to community property laws where applicable.
| Class A Non-Voting | Class B Voting | |||||||||||||||||||
| Common Stock | Common Stock | Voting | ||||||||||||||||||
| Beneficial Owner | Number | Percent | Number | Percent | Percent | |||||||||||||||
|
MS Pawn
Limited Partnership (a)
MS Pawn Corporation Phillip Ean Cohen 1901 Capital Parkway Austin, Texas 78746 |
2,974,047 | (b) | 5.91% | (b) | 2,970,171 | 100 | % | 100 | % | |||||||||||
|
Blackrock,
Inc.
40 East 52 nd Street New York, New York 10022 |
3,646,562 | (c) | 7.79 | % | — | — | — | |||||||||||||
|
The Vanguard
Group, Inc.
100 Vanguard Blvd. Malvern, Pennsylvania 19355 |
2,740,189 | (d) | 5.85 | % | — | — | — | |||||||||||||
|
Munder
Capital Management
Munder Capital Center 480 Pierce Street Birmingham, Michigan 48009 |
2,495,261 | (e) | 5.3 | % | — | — | — | |||||||||||||
|
Sterling B. Brinkley
|
754,220 | (f) | 1.59 | % | — | — | — | |||||||||||||
|
Paul E. Rothamel
|
47 | (g) | 0.00 | % | — | — | — | |||||||||||||
|
Joseph J. Beal
|
9,500 | (h) | 0.02 | % | — | — | — | |||||||||||||
|
Pablo Lagos Espinosa
|
3,000 | (h) | 0.01 | % | — | — | — | |||||||||||||
|
John Farrell
|
— | (i) | 0.00 | % | ||||||||||||||||
|
William C. Love
|
16,000 | (h) | 0.03 | % | — | — | — | |||||||||||||
|
Thomas C. Roberts
|
18,000 | (h) | 0.04 | % | — | — | — | |||||||||||||
|
Stephen A. Stamp
|
6,667 | (j) | 0.01 | % | — | — | — | |||||||||||||
|
Eric Fosse
|
17,587 | (k) | 0.04 | % | — | — | — | |||||||||||||
|
Mark Kuchenrither
|
3,334 | (l) | 0.01 | % | — | — | — | |||||||||||||
|
Directors and executive officers as a group (13 persons) (m)
|
836,775 | (n) | 1.76 | % | — | — | — | |||||||||||||
| (a) | MS Pawn Corporation is the general partner of MS Pawn Limited Partnership and has the sole right to vote its shares of Class B Common Stock and to direct their disposition. Mr. Cohen is the sole stockholder of MS Pawn Corporation. | |
| (b) | The number of shares and percentage reflect Class A Common Stock, inclusive of Class B Common Stock, shares of which are convertible to Class A Common Stock on a one-to-one basis. | |
| (c) | According to its Schedule 13G filed with the SEC on February 4, 2011, Blackrock, Inc. held, as of December 31, 2010, sole voting power and sole dispositive power with respect to 3,646,562 shares. The percentage of the class represented by these shares shown in the table above is based on information provided by Blackrock, Inc. in its Schedule 13G. | |
| (d) | According to its Schedule 13G filed with the SEC on February 10, 2011, The Vanguard Group, Inc. held, as of December 31, 2010, sole voting power with respect to 62,781 shares, sole dispositive power with respect to 2,677,408 shares and shared dispositive power with respect to 62,781 shares. The percentage of the class represented by these shares shown in the table above is based on information provided by The Vanguard Group, Inc. in its Schedule 13G. | |
| (e) | According to its Schedule 13G filed with the SEC on February 14, 2011, Munder Capital Management held, as of December 31, 2010, sole voting power and sole dispositive power with respect to 2,495,261 shares. The percentage of the class represented by these shares shown in the table above is based on information provided by Munder Capital Management in its Schedule 13G. | |
| (f) | Does not include 705,000 shares of unvested restricted stock. | |
| (g) | These shares are held through the company’s 401(k) retirement savings plan. Does not include 325,000 shares of unvested restricted stock. | |
| (h) | Does not include 8,200 shares of unvested restricted stock. | |
| (i) | Does not include 5,200 shares of unvested restricted stock. | |
| (j) | Includes 6,667 shares of restricted stock that will vest in November 2011. Does not include 29,933 shares of unvested restricted stock. | |
| (k) | Includes 3,334 shares of restricted stock that will vest in November 2011 and 253 shares held through the company’s 401(k) retirement savings plan. Does not include 48,266 shares of unvested restricted stock. | |
| (l) | Includes 3,334 shares of restricted stock that will vest in November 2011. Does not include 49,866 shares of unvested restricted stock. | |
| (m) | Group includes those persons who were serving as directors and executive officers on October 31, 2011. | |
| (n) | Includes 21,669 shares of restricted stock that will vest in November 2011. Does not include 1,270,831 shares of unvested restricted stock. |
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Related Party Transactions
Agreement with Madison Park
On September 30, 2011, we entered into an advisory services agreement with Madison Park, LLC
(“Madison Park”), a business and financial advisory firm wholly-owned by Phillip E. Cohen, the
beneficial owner of all of our outstanding Class B Voting Common Stock.
Summary of Terms
—
Pursuant to the agreement, Madison Park will provide advisory services related
to our business and long term strategic plan, including (a) identifying, evaluating, and
negotiating potential acquisitions and strategic alliances, (b) assessing operating and strategic
objectives, including new business development, (c) advising on investor relations and relations
with investment bankers, securities analysts and other members of the financial services industry,
(d) assisting in international business development and strategic investment opportunities, and (e)
analyzing, evaluating and advising on various financial matters. In exchange for those services,
we will pay Madison Park a retainer fee of $500,000 per month and will reimburse Madison Park for
its out-of-pocket expenses incurred in connection with the engagement. In addition, we will
indemnify Madison Park (and its officers, directors, employees, and affiliates) from and against
all claims, costs, liabilities, and damages related to or arising out of the engagement (except to
the extent that any claim, cost, liability, or damage results from the recklessness, willful
misconduct, or bad faith of the indemnified party).
The advisory services agreement is effective as of October 1, 2011, and the term of the engagement
runs through September 30, 2012. Either party may terminate the agreement at any time on thirty
days’ written notice to the other party.
Board Governance Process
—
The engagement of Madison Park pursuant to the advisory services
agreement was
identified and acknowledged by our Board of Directors from the outset as a related party
transaction. Consequently, pursuant to its Policy for Review and Evaluation of Related Party
Transactions (described below), the Board of Directors referred the matter to the Audit Committee,
which is comprised entirely of independent, non-employee directors. Acting pursuant to that
policy, the Audit Committee implemented measures designed to ensure that the advisory services
agreement with Madison Park was considered, analyzed, negotiated and approved objectively. Those
measures included the following:
| • | The Audit Committee engaged a qualified, independent financial advisory firm for the purpose of evaluating the proposed advisory services agreement relative to comparable market rates for the services contemplated by the agreement, and that firm counseled and advised the committee in the course of its consideration and evaluation of the Madison Park relationship and the proposed terms of the new advisory services agreement. | |
| • | The Audit Committee sought, received, and relied upon an opinion from that independent financial advisory firm to the effect that the consideration to be paid to Madison Park pursuant to the advisory services agreement is fair to the company from a financial point of view. |
With those measures, the Audit Committee evaluated and considered a number of factors, including
our need for the services to be provided under the advisory services agreement; the unique
character of our business; the unique capabilities and expertise of Madison Park and its principal,
Mr. Cohen, to provide the needed services; the amount of the proposed annual retainer fee in
relation to comparable related party and other publicly disclosed advisory engagements and in
relation to various financial performance measures; and the extent to which we have benefitted in
prior years from the advisory relationship with Madison Park.
After consideration and discussion of those factors, the information and fairness opinion provided
by its independent financial advisory firm, and the relationships and the interests of Mr. Cohen,
the Audit Committee concluded that the advisory services agreement was fair to, and in the best
interests of, the company and its stockholders and, on that basis, approved the engagement of
Madison Park pursuant to the advisory services agreement.
The advisory services agreement replaces a similar agreement that expired on September 30, 2011.
Under that prior agreement, which was effective for all of fiscal 2011, we paid Madison Park a
total of $4.8 million in exchange for the financial advisory services provided pursuant to the
agreement.
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Table of Contents
Transactions with Brent Turner
As noted above, Brent Turner joined us in September 2011 as President, eCommerce and Card Services,
and in that capacity, is an executive officer. After leaving Rent-A-Center in February 2011 and
before he joined us, Mr. Turner was engaged in a variety of consumer lending business activities
(both brick-and-mortar and online) through a companies he wholly or partially owns, including, FS
Management LLC, 1
st
Money Centers, Inc. and 1429 Funding, Inc. Those activities
included (a) developing a robust decision science model (including related software programs) to
enable more refined and sophisticated underwriting of consumer loans, (b) entering into a
contractual relationship with an income tax return preparer to facilitate refund anticipation
loans, (c) developing an online consumer lending business in the U.K. and (d) owning and operating
a group of 15 consumer loan stores (10 in Hawaii and five in South Texas). In connection the
hiring of Mr. Turner to lead our eCommerce and Card Services division, we agreed to acquire those
business activities from the relevant entities. The basic terms of the acquisition were agreed to
prior to the commencement of Mr. Turner’s employment (and, thus, prior to Mr. Turner’s becoming an
executive officer), subject to our completion of appropriate due diligence and the execution of
appropriate definitive documentation.
In October 2011, we completed the acquisition of the activities described in (a), (b) and (c) above
for an aggregate purchase price of $1.2 million, which was paid in cash. The definitive agreement
governing the acquisition of the 15 consumer loan stores has not yet been finalized, and we
anticipate that we will complete that acquisition in January 2012. The agreed price for that
acquisition is $12.3 million (adjusted to account for the loan portfolios as of the date of
closing). Mr. Turner will be entitled to receive approximately $6.3 million as a result of the
completion of these transactions.
Even though the terms of the acquisitions were agreed to prior to Mr. Turner’s becoming an
executive officer, we treated these transactions as related party transactions. Consequently,
acting pursuant to our Policy for Review and Evaluation of Related Party Transactions (described
below), the Audit Committee reviewed and evaluated the terms of the acquisition that was completed
in October, and concluded that the transaction was fair to, and in the best interests of, the
company and its stockholders. The Audit Committee will also review the final terms of the store
acquisition, and completion of that transaction will be subject to the Audit Committee’s reaching a
similar conclusion with respect to that transaction.
Review and Approval of Transactions with Related Persons
The Board of Directors has adopted a written comprehensive policy for the review and evaluation of
all related party transactions. Under that policy, the Audit Committee is charged with the
responsibility of (a) reviewing and evaluating all transactions, or proposed transactions, between
the company and a related person and (b) approving, ratifying, rescinding or taking other action
with respect to each such transaction. With respect to any specific transaction, the Audit
Committee may, in its discretion, transfer its responsibilities to either the full Board of
Directors or to any special committee of the Board of Directors designated and created for the
purpose of reviewing, evaluating, approving or ratifying such transaction. As noted under “Related
Party Transactions,” the Audit Committee reviewed and approved the transactions described in that
section.
Director Independence
The Board of Directors believes that the interests of the stockholders are best served by having a
substantial number of objective, independent representatives on the Board. For this purpose, a
director is considered to be independent only if the Board affirmatively determines that the
director does not have any direct or indirect material relationship with the company that may
impair, or appear to impair, the director’s ability to make independent judgments.
The Board has evaluated all relationships between each director and the company and has made the
following determinations with respect to each director’s independence:
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Table of Contents
| Director | Status (a) | |
|
Sterling B. Brinkley
|
Not independent (b) | |
|
Paul E. Rothamel
|
Not independent (b) | |
|
Joseph J. Beal
|
Independent | |
|
Pablo Lagos Espinosa
|
Independent | |
|
John Farrell
|
Independent | |
|
William C. Love
|
Independent | |
|
Gary C. Matzner
|
Independent (c) | |
|
Thomas C. Roberts
|
Independent | |
|
Richard D. Sage
|
Independent (d) |
| (a) | The Board’s determination that a director is independent was made on the basis of the standards for independence set forth in the NASDAQ Listing Rules. Under those standards, a person generally will not be considered independent if he or she has a relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ rules also describe specific relationships that will prevent a person from being considered independent. | |
| (b) | Mr. Brinkley and Mr. Rothamel are executive officers and, therefore, are not independent in accordance with the standards set forth in the NASDAQ Listing Rules. | |
| (c) | Mr. Matzner retired from the Board of Directors on October 26, 2010. Until February 2010, Mr. Matzner was associated with Akerman Senterfitt, one of the largest law firms in Florida. Under the terms of his relationship with Akerman Senterfitt, Mr. Matzner did not have an equity interest in the firm and was paid a fixed, guaranteed amount that was not dependent on client billings, business generation or firm profitability. From June 2008 through January 2010, we engaged Akerman Senterfitt to provide legal services in connection with several matters involving our operations in Florida. The aggregate fees we paid to Akerman Senterfitt were approximately $231,000, including approximately $24,000 during fiscal 2010. After considering all the surrounding facts and circumstances, the Board concluded that this relationship was not material and did not otherwise impair, or appear to impair, Mr. Matzner’s ability to make independent judgments and, therefore, did not prevent Mr. Matzner from being considered an “independent” director. In reaching that conclusion, the Board considered (1) the relatively small size of the amounts involved, (2) the nature of Mr. Matzner’s relationship with Akerman Senterfitt, and (3) the fact that Mr. Matzner was not involved in providing any legal services to the company. | |
| (d) | Mr. Sage served as a director during all of fiscal 2011 but retired from the Board of Directors on October 31, 2011. |
110
Table of Contents
BDO USA, LLP is a registered public accounting firm and has been our independent auditor since
2004. In addition to retaining BDO USA, LLP to audit our consolidated financial statements, we
engage the firm from time to time to perform other services. The following table presents all fees
we incurred in connection with professional services provided by BDO USA, LLP during each of the
last two fiscal years:
| Years Ended September 30, | ||||||||
| 2011 | 2010 | |||||||
|
Audit fees:
|
||||||||
|
Audit of financial statements and
audit pursuant to section 404 of the
Sarbanes-Oxley Act
|
$ | 587,583 | $ | 492,417 | ||||
|
Quarterly reviews and other audit fees
|
111,824 | 68,309 | ||||||
|
|
||||||||
|
Total audit fees
|
699,407 | 560,726 | ||||||
|
|
||||||||
|
Audit related fees (a)
|
59,194 | 21,862 | ||||||
|
|
||||||||
|
Total fees for services
|
$ | 758,601 | $ | 582,588 | ||||
|
|
||||||||
| (a) | Audit related fees consist of consultations and the audit of our 401(k) retirement savings plan. |
The amounts shown for fiscal 2011 include our estimated costs for the fiscal 2011 integrated
audit, for which we have not yet received final billings. Included in the amounts for fiscal 2011
above is a $37,583 addition of fees related to the fiscal 2010 integrated audit, as total billings
exceeded our previously estimated costs. Included in the amounts for fiscal 2010 above is a $2,583
reduction of fees related to the fiscal 2009 integrated audit, as our previously estimated costs
exceeded total billings.
The Audit Committee of our Board of Directors has adopted a policy requiring its pre-approval of
all fees to be paid to our independent audit firm, regardless of the type of service. All
non-audit services were reviewed with the Audit Committee, which concluded that the provision of
such services by BDO USA, LLP was compatible with the maintenance of that firm’s independence in
the conduct of its auditing functions.
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Table of Contents
(a)(1) Financial Statements
The following consolidated financial statements of EZCORP, Inc. are included in “Part II, Item 8 —
Financial Statements and Supplementary Data”:
| • | Report of Independent Registered Public Accounting Firm | |
| • | Consolidated Balance Sheets as of September 30, 2011 and 2010 | |
| • | Consolidated Statements of Operations for each of the three years in the period ended September 30, 2011 | |
| Consolidated Statements of Comprehensive Income for each of the three years in the period ended September 30, 2011 | ||
| • | Consolidated Statements of Cash Flows for each of the three years in the period ended September 30, 2011 | |
| • | Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended September 30, 2011 | |
| • | Notes to Consolidated Financial Statements. |
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Table of Contents
Exhibits
The following exhibits are filed with, or incorporated by reference into, this report.
| Exhibit No. | Description of Exhibit | |
|
3.1
|
Amended Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 filed on September 26, 2008, Commission File No. 33-153703) | |
|
3.2
|
Amended Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2008, Commission File No. 0-19424) | |
|
4.1
|
Specimen of Class A Non-voting Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 effective August 23, 1991, Commission File No. 33-41317) | |
|
10.1
|
Credit Services and Loan Administration Agreement, dated April 11, 2006, between Texas EZPAWN, L.P. and NCP Finance Limited Partnership (incorporated by reference to Exhibit 10.97 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, Commission File No. 0-19424) | |
|
10.2
|
Guaranty, dated April 11, 2006, from EZCORP, Inc. to NCP Finance Limited Partnership (incorporated by reference to Exhibit 10.98 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, Commission File No. 0-19424) | |
|
10.3
|
Credit Services Organization and Lender Agreement, dated April 12, 2006, between Texas EZMONEY, L.P. and Integrity Texas Funding, L.P. (incorporated by reference to Exhibit 10.99 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, Commission File No. 0-19424) | |
|
10.4
|
Credit Services Organization and Lender Agreement, dated November 9, 2005, between Texas EZPAWN, L.P. and Integrity Texas Funding, L.P. (incorporated by reference to Exhibit 10.100 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, Commission File No. 0-19424) | |
|
10.5
|
Credit Agreement, dated as of May 10, 2011, among EZCORP, Inc. (as Borrower), certain domestic subsidiaries of the Borrower from time to time party thereto (as Guarantors), the Lenders party thereto, and Wells Fargo Bank, National Association (as Administrative Agent) and BBVA Compass Bank (as Syndication Agent) (incorporate by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 10, 2011 and filed May 11, 2011, Commission File No. 0-19424) | |
|
10.6
|
Transaction Implementation Agreement, dated March 21, 2011, between Cash Converters International Limited and EZCORP, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 21, 2011 and filed March 22, 2011, Commission File No. 0-19424). This agreement was terminated in August 2011 | |
|
10.7
|
Advisory Services Agreement, effective October 1, 2010, between the Company and Madison Park, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 30, 2010 and filed October 4, 2010, Commission File No. 0-19424) | |
|
10.8
|
Advisory Services Agreement, effective October 1, 2011, between the Company and Madison Park, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 30, 2011 and filed October 6, 2011, Commission File No. 0-19424) | |
|
10.9*
|
EZCORP, Inc. 401(k) Plan and Trust, effective October 27, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2009, Commission File No. 0-19424) | |
|
10.10*
|
EZCORP, Inc. Supplemental Executive Retirement Plan effective December 1, 2005 (incorporated by reference to Exhibit 10.94 to the Company’s Current Report on Form 8-K dated November 28, 2005 and filed December 1, 2005, Commission File No. 0-19424) | |
|
10.11*
|
EZCORP, Inc. 2006 Incentive Plan (incorporated by reference to Exhibit 10.104 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2006, Commission File No. 0-19424) | |
|
10.12*
|
Amended and Restated EZCORP, Inc. 2010 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 effective May 19, 2010, Commission File No. 333-166950) | |
|
10.13*
|
EZCORP, Inc. Incentive Compensation Plan (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2010, Commission File No. 0-19424). | |
|
10.14*
|
Form of Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement between the Company and certain employees, including the executive officers (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2010, Commission File No. 0-19424). |
113
Table of Contents
| Exhibit No. | Description of Exhibit | |
|
10.15*
|
Form of Restricted Stock Award for executive officers (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2010, Commission File No. 0-19424) | |
|
10.16*
|
Form of Restricted Stock Award for non-employee directors (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2010, Commission File No. 0-19424) | |
|
10.17*
|
Employment and Compensation Agreement, effective January 1, 2009, between the Company and Joseph L. Rotunda (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 22, 2009 and filed January 27, 2009, Commission File No. 0-19424) | |
|
10.1*
|
Employment and Compensation Agreement, effective September 14, 2009, between the Company and Paul E. Rothamel (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2009, Commission File No. 0-19424) | |
|
10.23*
|
Consulting Agreement, effective November 1, 2010, between the Company and Joseph L. Rotunda (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated October 8, 2010 and filed October 12, 2010, Commission File No. 0-19424) | |
|
21.1†
|
Subsidiaries of EZCORP, Inc. | |
|
23.1†
|
Consent of BDO USA, LLP | |
|
31.1†
|
Certification of Paul E. Rothamel, 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 Stephen A. Stamp, 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 Paul E. Rothamel, Chief Executive Officer, and Stephen A. Stamp, 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. | |
| ††† | Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at September 30, 2011, and September 30, 2010; (ii) Consolidated Statements of Income for the years ended September 30, 2011, September 30, 2010 and September 30, 2009; (iii) Consolidated Statements of Comprehensive Income for the years ended September 30, 2011, September 30, 2010 and September 30, 2009;Consolidated Statements of Cash Flows for the for the years ended September 30, 2011, September 30, 2010 and September 30, 2009; Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2011, September 30, 2010 and September 30, 2009; and (iv) Notes to Consolidated Financial Statements. |
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Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
||||
| By: | /s/ Paul E. Rothamel | |||
| Paul E. Rothamel, | ||||
| President and Chief Executive Officer | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
| Signature | Title | Date | ||
|
/s/ Sterling B. Brinkley
|
Chairman of the Board | November 23, 2011 | ||
|
|
||||
|
|
||||
|
/s/ Paul E. Rothamel
|
President, Chief Executive | November 23, 2011 | ||
|
|
Officer
and Director
(principal executive officer) |
|||
|
|
||||
|
/s/ Stephen A. Stamp
|
Senior Vice President and | November 23, 2011 | ||
|
|
Chief
Financial Officer
(principal financial officer and principal accounting officer) |
|||
|
|
||||
|
/s/ Joseph J. Beal
|
Director | November 23, 2011 | ||
|
|
||||
|
|
||||
|
/s/ William C. Love
|
Director | November 23, 2011 | ||
|
|
||||
|
|
||||
|
/s/ Pablo Lagos Espinosa
|
Director | November 23, 2011 | ||
|
|
||||
|
|
||||
|
/s/ John Farrell
|
Director | November 23, 2011 | ||
|
|
||||
|
|
||||
|
/s/ Thomas C. Roberts
|
Director | November 23, 2011 | ||
|
|
115
Table of Contents
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |
|
3.1
|
Amended Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 filed on September 26, 2008, Commission File No. 33-153703) | |
|
3.2
|
Amended Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2008, Commission File No. 0-19424) | |
|
4.1
|
Specimen of Class A Non-voting Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 effective August 23, 1991, Commission File No. 33-41317) | |
|
10.1
|
Credit Services and Loan Administration Agreement, dated April 11, 2006, between Texas EZPAWN, L.P. and NCP Finance Limited Partnership (incorporated by reference to Exhibit 10.97 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, Commission File No. 0-19424) | |
|
10.2
|
Guaranty, dated April 11, 2006, from EZCORP, Inc. to NCP Finance Limited Partnership (incorporated by reference to Exhibit 10.98 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, Commission File No. 0-19424) | |
|
10.3
|
Credit Services Organization and Lender Agreement, dated April 12, 2006, between Texas EZMONEY, L.P. and Integrity Texas Funding, L.P. (incorporated by reference to Exhibit 10.99 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, Commission File No. 0-19424) | |
|
10.4
|
Credit Services Organization and Lender Agreement, dated November 9, 2005, between Texas EZPAWN, L.P. and Integrity Texas Funding, L.P. (incorporated by reference to Exhibit 10.100 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, Commission File No. 0-19424) | |
|
10.5
|
Credit Agreement, dated as of May 10, 2011, among EZCORP, Inc. (as Borrower), certain domestic subsidiaries of the Borrower from time to time party thereto (as Guarantors), the Lenders party thereto, and Wells Fargo Bank, National Association (as Administrative Agent) and BBVA Compass Bank (as Syndication Agent) (incorporate by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 10, 2011 and filed May 11, 2011, Commission File No. 0-19424) | |
|
10.6
|
Transaction Implementation Agreement, dated March 21, 2011, between Cash Converters International Limited and EZCORP, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 21, 2011 and filed March 22, 2011, Commission File No. 0-19424). This agreement was terminated in August 2011 | |
|
10.7
|
Advisory Services Agreement, effective October 1, 2010, between the Company and Madison Park, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 30, 2010 and filed October 4, 2010, Commission File No. 0-19424) | |
|
10.8
|
Advisory Services Agreement, effective October 1, 2011, between the Company and Madison Park, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 30, 2011 and filed October 6, 2011, Commission File No. 0-19424) | |
|
10.9*
|
EZCORP, Inc. 401(k) Plan and Trust, effective October 27, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2009, Commission File No. 0-19424) | |
|
10.10*
|
EZCORP, Inc. Supplemental Executive Retirement Plan effective December 1, 2005 (incorporated by reference to Exhibit 10.94 to the Company’s Current Report on Form 8-K dated November 28, 2005 and filed December 1, 2005, Commission File No. 0-19424) | |
|
10.11*
|
EZCORP, Inc. 2006 Incentive Plan (incorporated by reference to Exhibit 10.104 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2006, Commission File No. 0-19424) | |
|
10.12*
|
Amended and Restated EZCORP, Inc. 2010 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 effective May 19, 2010, Commission File No. 333-166950) | |
|
10.13*
|
EZCORP, Inc. Incentive Compensation Plan (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2010, Commission File No. 0-19424) | |
|
10.14*
|
Form of Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement between the Company and certain employees, including the executive officers (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2010, Commission File No. 0-19424) |
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Table of Contents
| Exhibit No. | Description of Exhibit | |
|
10.15*†
|
Form of Restricted Stock Award for executive officers (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2010, Commission File No. 0-19424) | |
|
10.16*†
|
Form of Restricted Stock Award for non-employee directors (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2010, Commission File No. 0-19424) | |
|
10.17*
|
Employment and Compensation Agreement, effective January 1, 2009, between the Company and Joseph L. Rotunda (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 22, 2009 and filed January 27, 2009, Commission File No. 0-19424) | |
|
10.1*
|
Employment and Compensation Agreement, effective September 14, 2009, between the Company and Paul E. Rothamel (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2009, Commission File No. 0-19424) | |
|
10.23*
|
Consulting Agreement, effective November 1, 2010, between the Company and Joseph L. Rotunda (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated October 8, 2010 and filed October 12, 2010, Commission File No. 0-19424) | |
|
21.1†
|
Subsidiaries of EZCORP, Inc. | |
|
23.1†
|
Consent of BDO USA, LLP | |
|
31.1†
|
Certification of Paul E. Rothamel, 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 Stephen A. Stamp, 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 Paul E. Rothamel, Chief Executive Officer, and Stephen A. Stamp, 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. | |
| ††† | Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at September 30, 2011, and September 30, 2010; (ii) Consolidated Statements of Income for the years ended September 30, 2011, September 30, 2010 and September 30, 2009; (iii) Consolidated Statements of Comprehensive Income for the years ended September 30, 2011, September 30, 2010 and September 30, 2009;Consolidated Statements of Cash Flows for the for the years ended September 30, 2011, September 30, 2010 and September 30, 2009; Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2011, September 30, 2010 and September 30, 2009; and (iv) Notes to Consolidated Financial Statements. |
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Removed and ReservedPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules