EZCORP, Inc. - SEC Filing

Press Release, dated January 19, 2012, announcing EZCORP, Inc.’s results of operations and financial condition for the first fiscal quarter ended December 31, 2011

Press Release, dated January 19, 2012, announcing definitive agreement to acquire ownership interest in Crediamigo

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Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 19, 2012

EZCORP, Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-19424

74-2540145

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 — Results of Operations and Financial Condition

On January 19, 2012, EZCORP, Inc. issued a press release announcing its results of operations and financial condition for the first fiscal quarter ended December 31, 2011. A copy of that press release is attached as Exhibit 99.1.

As used herein, “GAAP” refers to accounting principles generally accepted in the United States.

The press release furnished in Exhibit 99.1 presents the financial results in accordance with GAAP . In addition, net income, consolidated operating income and earnings per share for the first fiscal quarter ended December 31, 2010 are also presented on a non-GAAP basis. Information sufficient to reconcile the non-GAAP measure to the GAAP measure is also presented. This non-GAAP financial measure is not meant to be considered in isolation or as a substitute for the corresponding GAAP measure.

As noted in the press release, the only difference between the presented non-GAAP measures and the GAAP measures is the exclusion of the effect of a one-time charge related to the retirement of the Company’s former Chief Executive Officer and related tax benefit. The Company believes that excluding this one-time charge from the Company’s current period GAAP results as well as expected GAAP results allows management and investors to better understand the Company’s financial performance from period to period and in relation to the Company’s operating results. Management does not believe that the excluded one-time charge is reflective of underlying operating performance. The presentation of these non-GAAP financial measures facilitates an enhanced understanding of the Company’s actual and expected performance and enables more meaningful period-to-period comparisons.

The information set forth under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing made by EZCORP under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 8.01 — Other Events

On January 19, 2012, EZCORP, Inc. issued a press release announcing it had entered into a definitive agreement to acquire a 60% ownership interest in Prestaciones Finmart, S.A. de C.V., SOFOM, E.N.R. (“Crediamigo”), a specialty consumer finance company headquarter in Mexico City. A copy of that press release is attached as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

SIGNATURE

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

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

99.1		Press Release, dated January 19, 2012, announcing EZCORP, Inc.’s results of operations and financial condition for the first fiscal quarter ended December 31, 2011.

99.2		Press Release, dated January 19, 2012, announcing definitive agreement to acquire ownership interest in Crediamigo

Press Release

Exhibit 99.1

LOGO

EZCORP REPORTS 14% GROWTH IN NET INCOME

Affirms annual guidance of $3.05 — $3.10 per share

AUSTIN, Texas (January 19, 2012) — EZCORP, Inc. (Nasdaq: EZPW), a leading provider of specialty consumer financial services, today announced financial results for its first fiscal quarter ended December 31, 2011.

Commenting on the results, EZCORP’s President and Chief Executive Officer, Paul Rothamel, said “Our performance was in line with our expectations as we made planned investments in talent and technology to support our long term growth strategy. We also experienced some headwinds as U.S. holiday sales were soft; gold prices declined inside the quarter; and we were negatively impacted by currency exchange rates in Mexico. We were able to offset all of this with our double digit revenue growth, margin expansion, and expense controls inside our base business.”

Financials — Three months ended December 31, 2011 versus the prior year quarter

•

Net income of $39.4 million, up 14% on a non-GAAP basis; up 43% on a GAAP basis.

•

Diluted earnings per share of $0.78, an increase of 13% on a non-GAAP basis; up 42% on a GAAP basis.

•

Total revenues of $248.9 million, up 14%.

•

Net revenues of $154.0 million, up 15%.

•

Store level operating income of $79.5 million, up 14%, with margins steady at 52%.

•

Consolidated operating income of $54.8 million, up 9% on a non-GAAP basis, up 39% on a GAAP basis.

•

Contribution from strategic affiliates of $4.2 million, an increase of 24%.

Note: Non-GAAP prior year quarter financials and percentages are adjusted for the one-time pre-tax charge of $10.9 million ($7.1 million post-tax) related to the retirement of the former Chief Executive Officer recorded in the three months ended December 31, 2010. A reconciliation of GAAP to non-GAAP results is provided at the end of this release for further reference.

Key Operating Metrics — Three months ended December 31, 2011 versus the prior year quarter

•

US Pawn:

•

Total revenue increased 15% to $184.5 million or 2% on a same store basis.

•

Total sales margins improved 60 basis points to 40.8%.

•

Store level operating income increased 17% to $57.9 million with a 15 bps margin improvement to 54%. Same store operating income increased 6%.

•

US Pawn loan balance increased 19% to $140.4 million at December 31, 2011 and grew 9% on a same store basis.

•

Empeño Fácil (Mexico pawn):

•

Total revenue increased 56% to $19.4 million.

•

Same store revenue growth of 15%, driven by same store growth in merchandise sales and pawn service charges of 32% and 21%, respectively. Same store scrap sales were down 21%.

•

Store level operating income increased 160% to $6.2 million with an improvement in margin from 36% to 51%, despite the impact from opening 54 new stores in the past 12 months. Empeño Fácil’s pawn loan balance increased 42% to $9.7 million at December 31, 2011 and grew 5% on a same store basis.

•

EZMONEY (US Financial Services and Cash Converters Canada):

•

Total revenue decreased 1% to $45.0 million.

•

Same store revenue decreased 2% driven by a decrease in same store signature loan fees of 2%. Included in signature loan fees are the fees related to Installment loans which increased 77% as a result of the continued transition to this product.

•

Bad debt as a percentage of fees remained steady at 24%.

•

Store level operating income decreased 13% to $15.5 million.

•

Total loan balances (including CSO lender balances) at December 31, 2011 decreased 3% to $44.8 million and decreased 1% on a same store basis.

Balance Sheet and Liquidity

•

Combined pawn, signature and auto title loan balances (including CSO) at December 31 were $197 million, an increase of 15%.

Page 2 of 9

•

At December 31, cash and cash equivalents were $22.9 million, with debt outstanding of $40.5 million.

Growth

•

During the quarter, US Pawn acquired 24 stores in three separate transactions:

•

Two stores in Florida bringing our total store count in Florida to 95;

•

Seven Cash Converters stores in Virginia and Pennsylvania, new states for US Pawn. The Cash Converters buy / sell model allows the Company to meet the short-term cash needs of customers in markets and neighborhoods where the traditional pawn model may not be feasible;

•

Fifteen stores in the San Antonio metropolitan area from Money Mart. These stores bring the total in the San Antonio area to 37, consolidating EZCORP’s position as the leading pawn operator in that market.

•

Empeño Fácil opened 14 stores during the quarter bringing our total store count to 192 and a market presence in 17 of the 31 states. In the last 12 months, Empeño Fácil has added 54 stores. Of our 192 total locations at December 31, 140 are large format and 52 are smaller format stores.

•

Cash Converters Canada acquired one franchise store during the quarter and converted eight Cashmax stores to the Cash Converter brand. At December 31, 24 of its 65 company-owned stores operated under the Cash Converters brand with an additional 12 stores managed by franchisees.

Crediamigo

•

EZCORP has agreed to acquire 60% of Crediamigo, a specialty consumer finance company based in Mexico City with 65 branches and 550 employees throughout Mexico. Crediamigo provides payroll deduction loans, primarily to employees of government agencies. Crediamigo has 170 payroll withholding agreements signed with employers and access to approximately 3.5 million employees.

•

Founded in 2003, Crediamigo is one of the top three largest and fastest growing providers of payroll deduction loans in Mexico with a total portfolio of approximately MXP 1.25 billion (approximately $92.6 million USD). The average loan is around MXP 16,000 and 27 months.

•

Under the terms of the acquisition agreement, EZCORP will pay $38.7 million in cash to the existing shareholders of Crediamigo and will contribute $12 million to the capital of the company alongside $8 million that will be contributed by certain of the minority shareholders. In addition, EZCORP will be obligated to pay the

Page 3 of 9

existing stockholders additional amounts on each of the first and second anniversaries of the closing if certain financial performance targets are achieved during 2012 and 2013. The transaction is expected to close in our second fiscal quarter.

Rothamel concluded, “With our ongoing domestic and international investments, we believe our company is well positioned for both short and long term growth. Through our existing channels, as well as our newest channels, we are excited to be bringing our suite of retail and financial services to an ever widening audience.”

Outlook for fiscal 2012

The Company affirmed that it expects fiscal 2012 earnings per share to be between $3.05 and $3.10. At the mid-point, this represents an increase of 20% over fiscal 2011 earnings per share as adjusted for the one-time charge related to the retirement of the former Chief Executive Officer in the first quarter of fiscal 2011.

About EZCORP

EZCORP is a leading provider of specialty consumer financial services. It provides 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 its pawn stores, the company also sells merchandise, primarily collateral forfeited from its pawn lending operations.

EZCORP operates more than 1,100 pawn, buy/sell and personal financial services stores in the U.S., Mexico and Canada. The company also has significant investments in Albemarle & Bond Holdings PLC (ABM.L), one of the U.K.’s largest pawnbroking businesses with over 160 full-line stores offering pawnbroking, jewelry retailing, gold buying and financial services; and in Cash Converters International Limited (CCV.L and CCV.ASX), which franchises and operates a worldwide network of over 600 stores that provide personal financial services and sell pre-owned merchandise.

Special Note Regarding Forward-Looking Statements

This announcement contains certain forward-looking statements regarding the Company’s expected operating and financial performance for future periods, including expected future earnings. These statements are based on the Company’s current expectations. Actual results for future periods may differ materially from those expressed or implied by these forward-looking statements due to a number of uncertainties and other factors, including changes in the regulatory environment, changing market conditions in the overall economy and the industry and consumer demand for the Company’s services and merchandise. For a discussion of these and other factors affecting the Company’s business and prospects, see the Company’s annual, quarterly and other reports filed with the Securities and Exchange Commission.

Page 4 of 9

Change to Presentation and Reclassification of Prior Year Comparatives

The Company has historically included fees from its Product Protection Plan and Jewelry VIP Program as well as layaway fees in “Other revenue” in its Consolidated Statements of Operations and its Operating Segment Results. Beginning in the second fiscal quarter of 2011 the Company has included these fees in “Merchandise sales” on the basis that 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.

Use of Non-GAAP Financial Measures

In addition to reporting financial results in accordance with generally accepted accounting principles (GAAP), the Company has provided non-GAAP net income and non-GAAP earnings per share for fiscal 2011. The only difference between the presented non-GAAP measures and the most closely comparable GAAP measures is the exclusion of a one-time charge related to the retirement of the Company’s former Chief Executive Officer and the related tax benefit included in the quarter ended December 31, 2010. The Company’s management uses these non-GAAP financial measures to understand its financial performance from period to period. Management does not believe that the excluded one-time charge is reflective of underlying operating performance. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the corresponding GAAP measures, but rather are provided to facilitate an enhanced understanding of the Company’s actual and expected performance and to enable more meaningful period-to-period comparisons. A reconciliation of the non-GAAP financial measures to the most closely comparable GAAP financial measures is provided in the accompanying financial schedules.

EZCORP Investor Relations

(512) 314-2220

Page 5 of 9

EZCORP, Inc.

Highlights of Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data and percents)


	Three Months Ended December 31,
	2011			2010
Revenues:
Merchandise sales	$	86,894		$	71,880
Jewelry scrapping sales		56,403			50,665
Pawn service charges		59,792			49,810
Signature loan fees		39,621			40,066
Auto title loan fees		5,467			6,244
Other		696			161

Total revenues		248,873			218,826

Cost of goods sold:
Cost of merchandise sales		48,396			41,311
Cost of jewelry scrapping sales		35,424			32,255

Total cost of goods sold		83,820			73,566

Bad debt:
Signature loan bad debt		10,101			10,046
Auto title loan bad debt		924			982

Total bad debt		11,025			11,028

Net revenue		154,028			134,232

Operations expense		74,501			64,504
Administrative expense		19,711			26,138
Depreciation and amortization		5,255			4,179
(Gain) / loss on sales / disposal of assets		(201	)		7

Operating income		54,762			39,404

Interest income		(39	)		(3	)
Interest expense		590			300
Equity in net income of unconsolidated affiliates		(4,161	)		(3,367	)
Other		(1,119	)		(61	)

Income before income taxes		59,491			42,535
Income tax expense		20,139			15,106

Net income	$	39,352		$	27,429

Net income per share, diluted	$	0.78		$	0.55

Weighted average shares, diluted		50,693			50,119

OTHER DATA:
Gross margin on merchandise sales		44.3	%		42.5	%
Gross margin on jewelry scrapping sales		37.2	%		36.3	%
Gross margin on total sales		41.5	%		40.0	%

Signature loan bad debt as percent of fees		25.5	%		25.1	%
Auto title loan bad debt as percent of fees		16.9	%		15.7	%

Page 6 of 9

EZCORP, Inc.

Highlights of Consolidated Balance Sheets

(in thousands)


	December 31, (unaudited)		September 30,
	2011		2011
Assets:
Current assets:
Cash and cash equivalents	$	22,868	$	23,969
Pawn loans		150,060		145,318
Signature loans, net		12,676		11,389
Auto title loans, net		3,512		3,222
Pawn service charges receivable, net		28,593		26,455
Signature loan fees receivable, net		6,206		5,348
Auto title loan fees receivable, net		1,405		1,427
Inventory, net		100,319		90,373
Deferred tax asset		18,169		18,125
Prepaid expenses and other assets		38,914		30,611

Total current assets		382,722		356,237

Investments in unconsolidated affiliates		117,820		120,319
Property and equipment, net		84,513		78,498
Goodwill		212,475		173,206
Other assets, net		28,349		28,190

Total assets	$	825,879	$	756,450


Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable and other accrued expenses		57,451		57,400
Customer layaway deposits		6,152		6,176
Federal income taxes payable		12,672		693

Total current liabilities		76,275		64,269

Long-term debt, less current maturities		40,500		17,500
Deferred tax liability		8,724		8,331
Deferred gains and other long-term liabilities		1,997		2,102
Total stockholders’ equity		698,383		664,248

Total liabilities and stockholders’ equity	$	825,879	$	756,450


Other Data:
Pawn loan balance per ending pawn store	$	231	$	238
Inventory per ending pawn store	$	155	$	148
Book value per share	$	13.86	$	13.23

Page 7 of 9

EZCORP, Inc.

Operating Segment Results (Unaudited)

(in thousands, except percents)


	Three Months Ended December 31,
	US Pawn						Empeño Fácil						EZMONEY
	2011			2010			2011			2010			2011			2010
Revenues:
Merchandise sales	$	75,975		$	66,305		$	10,342		$	5,575		$	577		$	—
Scrap sales		52,516			47,006			3,537			3,462			350			197
Pawn service charges		54,370			46,436			5,422			3,374			—			—
Signature loan fees		920			509			—			—			38,701			39,557
Auto title loan fees		457			393			—			—			5,010			5,851
Other		241			117			120			3			335			41

Total revenues		184,479			160,766			19,421			12,414			44,973			45,646
Merchandise cost of goods sold		43,116			38,197			4,945			3,114			335			—
Scrap cost of goods sold		32,973			29,538			2,274			2,638			177			79
Signature loan bad debt		352			165			—			—			9,749			9,881
Auto title loan bad debt		114			61			—			—			810			921

Net revenue		107,924			92,805			12,202			6,662			33,902			34,765
Operations expense		50,073			43,196			5,998			4,278			18,430			17,030

Store operating income	$	57,851		$	49,609		$	6,204		$	2,384		$	15,472		$	17,735

OTHER DATA
Gross margin on merchandise sales		43.2	%		42.4	%		52.2	%		44.1	%		41.9	%		N/A
Gross margin on scrap sales		37.2	%		37.2	%		35.7	%		23.8	%		49.4	%		59.9	%
Gross margin on total sales		40.8	%		40.2	%		48.0	%		36.4	%		44.8	%		59.9	%
Signature loan bad debt as a percent of fees		38.3	%		32.4	%		N/A			N/A			25.2	%		25.0	%
Auto title loan bad debt as percent of fees		24.9	%		15.5	%		N/A			N/A			16.2	%		15.7	%
Operating income margin		53.6	%		53.5	%		50.8	%		35.8	%		45.6	%		51.0	%

Page 8 of 9

EZCORP, Inc.

Store Count Activity


	Three Months Ended December 31, 2011
	Company-owned Stores
	US Pawn		Empeño Fácil		EZMONEY			Consolidated			Franchises
Beginning of period		439		178		494			1,111			13
New openings		—		14					14			—
Acquired		24				1			25			(1	)
Sold, combined or closed		—		—		(8	)		(8	)		—

End of period		463		192		487			1,142			12

Reconciliation of GAAP to Non-GAAP Results (Unaudited)

(in thousands, except per share data)

The following tables provide a reconciliation of the differences between the reported or projected non-GAAP financial measures for the periods indicated and the most comparable GAAP financial measures. The non-GAAP financial measures presented may not be directly comparable to similarly titled measures reported by other companies and their usefulness for such purposes are therefore limited. EZCORP management believes presentation of the non-GAAP financial measures enhances investors’ ability to analyze the Company’s operating results. However, non-GAAP financial measures are not an alternative to GAAP financial measures and should be read only in conjunction with financial measures presented on a GAAP basis.


	Three Months Ended December 31, 2011								Three Months Ended December 31, 2010
				Non-GAAP								Non-GAAP
	GAAP			Adjustments		Non-GAAP			GAAP			Adjustments			Non-GAAP
Net revenue	$	154,028			—	$	154,028		$	134,232			—		$	134,232

Operations expense		74,501			—		74,501			64,504			—			64,504
Administrative expense		19,711			—		19,711			26,138			(10,945	)		15,193
Depreciation and amortization		5,255			—		5,255			4,179			—			4,179
(Gain) / loss on sale/disposal of assets		(201	)		—		(201	)		7			—			7

Operating income		54,762			—		54,762			39,404			10,945			50,349
Interest income		(39	)		—		(39	)		(3	)		—			(3	)
Interest expense		590			—		590			300			—			300
Equity in net income of unconsolidated affiliates		(4,161	)		—		(4,161	)		(3,367	)		—			(3,367	)
Other		(1,119	)		—		(1,119	)		(61	)		—			(61	)

Income before income taxes		59,491			—		59,491			42,535			10,945			53,480
Income tax expense		20,139			—		20,139			15,106			3,831			18,937

Net income	$	39,352		$	—	$	39,352		$	27,429		$	7,114		$	34,543

Net income per share, diluted	$	0.78		$	—	$	0.78		$	0.55		$	0.14		$	0.69

Weighted average shares, diluted		50,693			—		50,589			50,119			—			50,119

Page 9 of 9

Press Release

Exhibit 99.2

LOGO

EZCORP TO ACQUIRE CONTROLLING INTEREST IN CREDIAMIGO

AUSTIN, Texas (January 19, 2012) — EZCORP, Inc. (Nasdaq: EZPW), a leading provider of specialty consumer financial services, announced today that it has entered into a definitive agreement to acquire a 60% ownership interest in Prestaciones Finmart, S.A. de C.V., SOFOM, E.N.R. (“Crediamigo”), a specialty consumer finance company headquartered in Mexico City.

Crediamigo is one of the top three and fastest growing providers of payroll deduction loans in Mexico. The company enters into agreements with various employers that permit it to market non-collateralized loans to employees. Interest and principal payments are withheld by the employers through payroll deductions and paid over to Crediamigo. Crediamigo currently has 170 such agreements, mostly with Mexican governmental agencies and organizations, and has access to more than 3.5 million employees. Loan amounts range from MXP 2,000 to MXP 100,000 (approximately $150 to $7,500 USD) and average MXP 16,000 (approximately $1,200 USD), and loan terms range from one to four years and average 27 months. Crediamigo’s current loan portfolio totals approximately MXP 1.25 billion (approximately $92.6 million USD).

Paul Rothamel, EZCORP’s President and Chief Executive Officer, stated: “This significant investment furthers our strategic initiative to diversify our business. We have been looking for opportunities to grow in Latin America generally and to enter into new lines of business that complement our successful pawn operations in Mexico. This investment in Crediamigo accomplishes both of those objectives, representing a high-potential opportunity to expand our business in Mexico to include non-collateralized lending, which we believe is a growing and underserved segment of the consumer financial services market. There is undoubtedly some overlap between our customer base in Mexico and Crediamigo’s customer base, and we believe there are ample opportunities for cross-promotion and product enhancement, as well as other synergies.”

Mr. Rothamel continued: “Crediamigo has a well-respected board of directors and a strong management team. We have the right to appoint six of ten board members going forward, and we anticipate that we will be retaining the leadership and experience of a number of the current directors. In addition, we fully expect to keep the current management team in place, and we look forward to working with them to drive growth in the core business and to explore value-add synergistic opportunities with our existing businesses.”

Javier Creel Moreno, Crediamigo’s Presidente Ejecutivo, stated: “We are delighted to be entering into this significant partnership with EZCORP. Since Crediamigo was founded in 2003, we have built a substantial business and created a solid platform for growth. We have been looking for a partner to help us accelerate our growth and capitalize on significant market opportunities. We believe that EZCORP is an ideal partner because of its executive leadership and financial resources, its knowledge of the consumer financial services market in Mexico and its existing storefront presence in many of the markets we serve. We anticipate a long and mutually productive partnership.”

Under the terms of the definitive agreement, EZCORP will pay $38.7 million in cash to the existing stockholders of Crediamigo and will contribute an additional $12 million to the capital of the company alongside $8 million that will be contributed by certain of the minority shareholders. This additional capital will be used to repay existing indebtedness and provide working capital. EZCORP will be obligated to pay the existing stockholders additional amounts on each of the first and second anniversaries of the closing if certain financial performance targets are achieved during 2012 and 2013.

Closing of the transaction is subject to the receipt of certain third party consents and satisfaction of other customary conditions, and is expected to occur on or about January 31, 2012.

UBS Investment Bank acted as advisor to Crediamigo in this transaction.

About EZCORP

Special Note Regarding Forward-Looking Statements

This announcement contains certain forward-looking statements regarding the expected results of the proposed investment. These statements are based on EZCORP’s current expectations. Actual results for future periods may differ materially from those expressed or implied by these forward-looking statements due to a number of uncertainties and other factors, including changes in the regulatory environment, changing market conditions in the overall economy and the industry and consumer demand for the products and services offered by EZCORP and its affiliates. For a discussion of these and other factors affecting EZCORP’s business and prospects, see EZCORP’s annual, quarterly and other reports filed with the Securities and Exchange Commission.

EZCORP Investor Relations

(512) 314-2220