EX-99.2 3 a2016-q4gruposalepfex992.htm EXHIBIT 99.2 Exhibit


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
These unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of EZCORP, Inc. and its consolidated subsidiaries ("we" or the "Company"), adjusted to give effect to (1) the sale of Prestaciones Finmart, S.A.P.I. de C.V., SOFOM, E.N.R. ("Grupo Finmart") for an aggregate purchase price of $50.0 million, subject to adjustments, (2) restructured intercompany debt payable by Grupo Finmart to the Company totaling $60.2 million, of which the principal balance will generally be repaid on the anniversary of closing, on a schedule approximating 30% on the first anniversary, 40% on the second anniversary and 30% on the third anniversary and (3) an additional $30.7 million payable by Grupo Finmart to the Company on a periodic schedule through December 2017, representing former Grupo Finmart third party debt that the Company paid and assumed the creditor position, including related collateral.
The unaudited pro forma condensed consolidated statements of operations for the nine-months ended June 30, 2016 and the fiscal year ended September 30, 2015 give effect to the sale as if it had occurred on October 1, 2014. The unaudited pro forma condensed consolidated statements of operations for the fiscal years ended September 30, 2014 and 2013 include no pro forma adjustments, but are presented for purposes of recasting our results of operations for the discontinuance of our Grupo Finmart operations. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2016 gives effect to the sale as if it had occurred at that date, when Grupo Finmart's assets and liabilities were presented as held for sale. We expect material revisions to these amounts primarily as a result of the changes in balances recorded on our condensed consolidated balance sheet from June 30, 2016 to the date of closing.
In accordance with SEC regulations, these unaudited pro forma condensed consolidated financial statements reflect adjustments to the extent they are directly attributable to the sale, are factually supportable and, for statement of operations purposes, are
expected to have a continuing impact on the Company’s results of operations. The “As Filed” column in the unaudited pro forma condensed consolidated financial statements reflects the Company’s historical condensed consolidated financial statements for the periods presented and does not reflect any adjustments related to the sale and related events.
These unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and are for informational purposes only. The unaudited pro forma condensed consolidated financial statements do not purport to indicate the results that would actually have been obtained had the sale been completed on the assumed date or for the periods presented, or which may be realized in the future. The unaudited pro forma condensed consolidated financial statements, including the notes thereto, should be read in conjunction with the historical financial statements of the Company included in our Annual Report on Form 10-K for the year ended September 30, 2015 and our quarterly report on Form 10-Q for the quarter ended June 30, 2016.
We refer the reader's attention to our previously filed Form 10-Q for the quarter ended June 30, 2016, which included certain adjustments of tax related accounts. The "As Filed" column in the unaudited pro forma condensed consolidated financial statements presented herein does not give effect to those adjustments, which we consider immaterial. We further expect our consolidated statements of operations for the years ended September 30, 2015 and 2014 to reflect these adjustments when filed in our Form 10-K for the year ended September 30, 2016. The unaudited pro forma condensed consolidated financial statements have been prepared using the estimates upon which the payments at closing were based, which are subject to material adjustment.


1



EZCORP, Inc.
CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2016
(UNAUDITED)
(in thousands, except share and per share amounts)
 
As Filed
 
Pro Forma Adjustments
 
Notes
 
Pro Forma
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
29,380

 
$
(7,702
)
 
(a)
 
$
21,678

Restricted cash
5,000

 
11,448

 
(f)
 
16,448

Pawn loans
160,269

 

 
 
 
160,269

Pawn service charges receivable, net
29,643

 

 
 
 
29,643

Inventory, net
130,368

 

 
 
 
130,368

Current assets held for sale
156,587

 
(156,587
)
 
(b)
 

Notes receivable, net

 
46,048

 
(c) (d)
 
46,048

Prepaid expenses and other current assets
20,734

 

 
 
 
20,734

Total current assets
531,981

 
(106,793
)
 
 
 
425,188

Investment in unconsolidated affiliate
57,656

 

 
 
 
57,656

Property and equipment, net
61,201

 

 
 
 
61,201

Goodwill
254,273

 

 
 
 
254,273

Intangible assets, net
30,569

 

 
 
 
30,569

Non-current notes receivable, net

 
35,436

 
(c) (d)
 
35,436

Deferred tax asset, net
33,386

 

 
 
 
33,386

Other assets, net
18,950

 
4,089

 
(f)
 
23,039

Total assets
$
988,016

 
$
(67,268
)
 
 
 
$
920,748

 
 
 
 
 
 
 

Liabilities, temporary equity and equity:
 
 
 
 
 
 

Current liabilities:
 
 
 
 
 
 

Accounts payable, accrued expenses and other current liabilities
$
59,239

 
$
5,388

 
(e)
 
$
64,627

Current liabilities held for sale
130,627

 
(130,627
)
 
(b)
 

Customer layaway deposits
11,201

 

 
 
 
11,201

Income taxes payable
4,842

 

 
 
 
4,842

Total current liabilities
205,909

 
(125,239
)
 
 
 
80,670

Long-term debt, net
211,421

 

 
 
 
211,421

Deferred gains and other long-term liabilities
3,321

 

 
 
 
3,321

Total liabilities
420,651

 
(125,239
)
 
 
 
295,412

Commitments and contingencies
 
 
 
 
 
 


Temporary equity:
 
 
 
 
 
 

Redeemable noncontrolling interest
(2,410
)
 
2,410

 
(b)
 

Total temporary equity
(2,410
)
 
2,410

 
 
 

Stockholders’ equity:
 
 
 
 
 
 

Class A Non-voting Common Stock, par value $.01 per share; shares authorized: 100 million as of June 30, 2016; issued and outstanding: 51,019,332 as of June 30, 2016
510

 

 
 
 
510

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
313,607

 

 
 
 
313,607

Retained earnings
320,537

 
30,181

 
(g)
 
350,718

Accumulated other comprehensive loss
(64,703
)
 
25,380

 
(b)
 
(39,323
)
EZCORP, Inc. stockholders’ equity
569,981

 
55,561

 
 
 
625,542

Noncontrolling interest
(206
)
 

 
 
 
(206
)
Total equity
569,775

 
55,561

 
 
 
625,336

Total liabilities, temporary equity and equity
$
988,016

 
$
(67,268
)
 
 
 
$
920,748


2



EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED JUNE 30, 2016
(UNAUDITED)
(in thousands, except per share amount)
 
As Filed
 
Pro Forma Adjustments
 
Notes
 
Pro Forma
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Merchandise sales
$
311,941

 
$

 
 
 
$
311,941

Jewelry scrapping sales
33,631

 

 
 
 
33,631

Pawn service charges
193,197

 

 
 
 
193,197

Consumer loan fees and interest
6,603

 

 
 
 
6,603

Other revenues
548

 

 
 
 
548

Total revenues
545,920

 

 
 
 
545,920

Merchandise cost of goods sold
194,731

 

 
 
 
194,731

Jewelry scrapping cost of goods sold
28,271

 

 
 
 
28,271

Consumer loan bad debt
1,549

 

 
 
 
1,549

Net revenues
321,369

 

 
 
 
321,369

Operating expenses:
 
 
 
 
 
 


Operations
221,446

 

 
 
 
221,446

Administrative
50,085

 

 
 
 
50,085

Depreciation and amortization
20,422

 

 
 
 
20,422

Loss on sale or disposal of assets
641

 

 
 
 
641

Restructuring
1,910

 

 
 
 
1,910

Total operating expenses
294,504

 

 
 
 
294,504

Operating income
26,865

 

 
 
 
26,865

Interest expense
12,014

 

 
 
 
12,014

Interest income
(66
)
 
(4,187
)
 
(h)
 
(4,253
)
Equity in net income of unconsolidated affiliate
(5,626
)
 

 
 
 
(5,626
)
Other expense
815

 

 
 
 
815

Income from continuing operations before income taxes
19,728

 
4,187

 
 
 
23,915

Income tax expense
11,224

 
1,465

 
(i)
 
12,689

Income from continuing operations, net of tax
8,504

 
2,722

 
 
 
11,226

Net loss from continuing operations attributable to noncontrolling interest
(450
)
 

 
 
 
(450
)
Net income from continuing operations attributable to EZCORP, Inc.
$
8,954

 
$
2,722

 
 
 
$
11,676

 
 
 
 
 
 
 
 
Basic earnings per share attributable to EZCORP, Inc.  continuing operations
$
0.16

 
$
0.05

 
 
 
$
0.21

Diluted earnings per share attributable to EZCORP, Inc. — continuing operations
$
0.16

 
$
0.05

 
 
 
$
0.21

 
 
 
 
 
 
 
 
Weighted-average basic shares outstanding
54,574

 

 
 
 
54,574

Weighted-average diluted shares outstanding
54,690

 

 
 
 
54,690



3



EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 2015
(UNAUDITED)
(in thousands, except per share amount)
 
As Filed
 
Discontinued Operations (j)
 
Pro Forma Adjustments
 
Notes
 
Pro Forma
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Merchandise sales
$
402,118

 
$

 
$

 
 
 
$
402,118

Jewelry scrapping sales
57,973

 

 

 
 
 
57,973

Pawn service charges
247,204

 

 

 
 
 
247,204

Consumer loan fees and interest
78,066

 
(68,114
)
 

 
 
 
9,952

Other revenues
3,008

 
(255
)
 

 
 
 
2,753

Total revenues
788,369

 
(68,369
)
 

 
 
 
720,000

Merchandise cost of goods sold
267,789

 

 

 
 
 
267,789

Jewelry scrapping cost of goods sold
46,066

 

 

 
 
 
46,066

Consumer loan bad debt
29,571

 
(26,446
)
 

 
 
 
3,125

Net revenues
444,943

 
(41,923
)
 

 
 
 
403,020

Operating expenses:
 
 
 
 
 
 
 
 


Operations
327,603

 
(32,664
)
 

 
 
 
294,939

Administrative
72,986

 

 

 
 
 
72,986

Depreciation and amortization
33,543

 
(2,584
)
 

 
 
 
30,959

Loss on sale or disposal of assets
2,659

 

 

 
 
 
2,659

Restructuring
17,080

 

 

 
 
 
17,080

Total operating expenses
453,871

 
(35,248
)
 

 
 
 
418,623

Operating loss
(8,928
)
 
(6,675
)
 

 
 
 
(15,603
)
Interest expense
42,202

 
(25,817
)
 

 
 
 
16,385

Interest income
(1,608
)
 
1,330

 
(7,783
)
 
(h)
 
(8,061
)
Equity in net loss of unconsolidated affiliates
5,473

 

 

 
 
 
5,473

Impairment of investments
29,237

 

 

 
 
 
29,237

Other expense
6,611

 
(4,424
)
 

 
 
 
2,187

Loss from continuing operations before income taxes
(90,843
)
 
22,236

 
7,783

 
 
 
(60,824
)
Income tax benefit
(26,695
)
 
7,507

 
2,724

 
(i)
 
(16,464
)
Loss from continuing operations, net of tax
(64,148
)
 
14,729

 
5,059

 
 
 
(44,360
)
Net loss from continuing operations attributable to redeemable noncontrolling interest
(5,015
)
 
4,131

 

 
 
 
(884
)
Net loss from continuing operations attributable to EZCORP, Inc.
$
(59,133
)
 
$
10,598

 
$
5,059

 
 
 
$
(43,476
)
 
 
 
 
 
 
 
 
 
 
Basic loss per share attributable to EZCORP, Inc. — continuing operations
$
(1.09
)
 
$
0.19

 
$
0.10

 
 
 
$
(0.80
)
Diluted loss per share attributable to EZCORP, Inc. — continuing operations
$
(1.09
)
 
$
0.19

 
$
0.10

 
 
 
$
(0.80
)
 
 
 
 
 
 
 
 
 
 
Weighted-average basic shares outstanding
54,369

 

 

 
 
 
54,369

Weighted-average diluted shares outstanding
54,369

 

 

 
 
 
54,369


4



EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 2014
(UNAUDITED)
(in thousands, except per share amount)
 
As Filed
 
Discontinued Operations (j)
 
Pro Forma
 
 
 
 
 
 
Revenues:
 
 
 
 
 
Merchandise sales
$
388,022

 
$

 
$
388,022

Jewelry scrapping sales
96,241

 

 
96,241

Pawn service charges
248,378

 

 
248,378

Consumer loan fees and interest
63,702

 
(53,377
)
 
10,325

Other revenues
3,949

 
(1,145
)
 
2,804

Total revenues
800,292

 
(54,522
)
 
745,770

Merchandise cost of goods sold
248,637

 

 
248,637

Jewelry scrapping cost of goods sold
72,830

 

 
72,830

Consumer loan bad debt
22,051

 
(19,605
)
 
2,446

Net revenues
456,774

 
(34,917
)
 
421,857

Operating expenses (income):
 
 
 
 


Operations
325,921

 
(32,184
)
 
293,737

Administrative
79,944

 

 
79,944

Depreciation and amortization
31,762

 
(2,503
)
 
29,259

Gain on sale or disposal of assets
(5,841
)
 

 
(5,841
)
Restructuring
6,664

 

 
6,664

Total operating expenses
438,450

 
(34,687
)
 
403,763

Operating income
18,324

 
(230
)
 
18,094

Interest expense
28,389

 
(20,478
)
 
7,911

Interest income
(1,298
)
 
999

 
(299
)
Equity in net income of unconsolidated affiliates
(5,948
)
 

 
(5,948
)
Impairment of investments
7,940

 

 
7,940

Other expense
480

 
121

 
601

Income (loss) from continuing operations before income taxes
(11,239
)
 
19,128

 
7,889

Income tax expense (benefit)
(7,246
)
 
7,740

 
494

Income (loss) from continuing operations, net of tax
(3,993
)
 
11,388

 
7,395

Net loss from continuing operations attributable to redeemable noncontrolling interest
(7,387
)
 
6,349

 
(1,038
)
Net income from continuing operations attributable to EZCORP, Inc.
$
3,394

 
$
5,039

 
$
8,433

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

 
$
0.11

 
$
0.16

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

 
$
0.10

 
$
0.16

 
 
 
 
 
 
Weighted-average basic shares outstanding
54,148

 

 
54,148

Weighted-average diluted shares outstanding
54,292

 

 
54,292



5



EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 2013
(UNAUDITED)
(in thousands, except per share amount)
 
As Filed
 
Discontinued Operations (j)
 
Pro Forma
 
 
 
 
 
 
Revenues:
 
 
 
 
 
Merchandise sales
$
368,085

 
$

 
$
368,085

Jewelry scrapping sales
131,675

 

 
131,675

Pawn service charges
251,354

 

 
251,354

Consumer loan fees and interest
51,861

 
(42,527
)
 
9,334

Other revenues
6,550

 
(1,959
)
 
4,591

Total revenues
809,525

 
(44,486
)
 
765,039

Merchandise cost of goods sold
218,617

 

 
218,617

Jewelry scrapping cost of goods sold
96,115

 

 
96,115

Consumer loan bad debt
14,360

 
(11,714
)
 
2,646

Net revenues
480,433

 
(32,772
)
 
447,661

Operating expenses:
 
 
 
 


Operations
301,688

 
(17,593
)
 
284,095

Administrative
70,493

 

 
70,493

Depreciation and amortization
28,096

 
(2,227
)
 
25,869

Loss on sale or disposal of assets
1,300

 

 
1,300

Total operating expenses
401,577

 
(19,820
)
 
381,757

Operating income
78,856

 
(12,952
)
 
65,904

Interest expense
16,189

 
(11,929
)
 
4,260

Interest income
(992
)
 
669

 
(323
)
Equity in net income of unconsolidated affiliates
(13,240
)
 

 
(13,240
)
Impairment of investments
43,198

 

 
43,198

Other expense
2,077

 
251

 
2,328

Income from continuing operations before income taxes
31,624

 
(1,943
)
 
29,681

Income tax expense
9,097

 
316

 
9,413

Income from continuing operations, net of tax
22,527

 
(2,259
)
 
20,268

Net loss from continuing operations attributable to redeemable noncontrolling interest
(1,222
)
 
295

 
(927
)
Net income from continuing operations attributable to EZCORP, Inc.
$
23,749

 
$
(2,554
)
 
$
21,195

 
 
 
 
 
 
Basic earnings per share attributable to EZCORP, Inc. — continuing operations
$
0.44

 
$
(0.04
)
 
$
0.40

Diluted earnings per share attributable to EZCORP, Inc. — continuing operations
$
0.44

 
$
(0.05
)
 
$
0.39

 
 
 
 
 
 
Weighted-average basic shares outstanding
53,657

 

 
53,657

Weighted-average diluted shares outstanding
53,737

 

 
53,737


6



NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(a)
The pro forma adjustment represents gross proceeds of $50.0 million for the sale of Grupo Finmart, adjusted by Grupo Finmart minimum cash requirements, working capital adjustments, escrow funds, repayment of non-operating debt, prepayment of loans for change in control requirements and other events, disbursement of proceeds attributable to noncontrolling interest holders and transaction costs. These adjustments are estimated and are subject to final balance sheet adjustments within 90 days of closing. The reconciliation of the gross proceeds of $50.0 million to the net cash used of $7.7 million is as follows (in millions):
Gross cash proceeds
 
$
50.0

Working capital, non-operating debt and Grupo Finmart cash adjustments
 
(6.4
)
Escrow funds
 
(15.5
)
Prepayment of loans and associated costs
 
(31.0
)
Proceeds to noncontrolling interest holders
 
(2.7
)
Transaction costs*
 
(2.1
)
Net cash used
 
$
(7.7
)
 
 
 
* Represents transaction costs recognized subsequent to June 30, 2016 through closing. Amounts do not include $1.6 million in costs paid or accrued prior to June 30, 2016 or estimated accrued costs totaling $5.4 million shown in note (e) below. Transaction costs are a preliminary estimate and subject to final adjustments.
In September 2016 prior to closing of the sale of Grupo Finmart, we received net proceeds of $48.5 million from an initial term loan on a senior secured credit facility. Those proceeds and the associated debt and interest have not been reflected as a pro forma adjustment as we do not consider the funding of our initial term loan to be directly attributable to the transaction.
(b)
The pro forma adjustment represents the elimination of the assets and liabilities of Grupo Finmart, as well as the elimination of the noncontrolling interest in Grupo Finmart and accumulated other comprehensive loss pertaining to foreign currency translation impacts. The assets, liabilities, noncontrolling interest and accumulated other comprehensive loss eliminated herein are as of June 30, 2016 and are not reflective of the actual amounts as of the date of closing, which may cause a material revision to the actual gain recognized on sale.
(c)
The pro forma adjustment, aggregated with note (d) below, represents intercompany notes receivable retained by the Company owed by Grupo Finmart as of the day of sale. These notes are presented net of discount of $7.9 million, calculated using a synthetic credit rating for Grupo Finmart, with inclusion of a credit rating differential as a result of the guarantee of repayment of the notes receivable by AlphaCredit, based upon the expected timing of repayment of principal and interest of the notes receivable. The calculation of the discount value is a preliminary estimate subject to material revision. The note receivable governing the gross amount of the Mexican Peso denominated intercompany debt of $8.2 million is payable in Mexican Pesos at a 7.5% per annum interest rate, and the note receivable governing the U.S. Dollar denominated intercompany debt of $52.0 million is payable in U.S. Dollars at a 4% per annum interest rate. The principal balance of these notes will generally be repaid on the anniversary of closing, on a schedule approximating 30% on the first anniversary, 40% on the second anniversary and 30% on the third anniversary.
(d)
The pro forma adjustment, aggregated with note (c) above, represents a gross total of $30.7 million representing former Grupo Finmart third party debt that the Company paid and assumed the creditor position, including related collateral. This debt is receivable from Grupo Finmart through December 2017 and net of discount of $1.5 million, calculated using a synthetic credit rating for Grupo Finmart based upon the expected timing of repayment of the debt, including nominal amounts of interest. The calculation of the discount value is a preliminary estimate subject to material revision. The Company prepaid such amounts in conjunction with the closing of the sale and was assigned all associated rights and privileges of the previous creditors. The Company guarantees the future cash flows of Grupo Finmart with regard to certain foreign currency forward contracts, and AlphaCredit, subject to certain exceptions, has agreed to reimburse EZCORP for any amounts EZCORP is required to pay under the guarantee. Such guarantees are not reflected as pro forma adjustments as we currently do not expect them to be material.
(e)
The pro forma adjustment represents total estimated unpaid transaction costs of $5.4 million, subject to final adjustments, which are accrued as of the date of sale of Grupo Finmart.
(f)
The pro forma adjustment represents (1) $11.5 million of escrow funds classified as short-term representing 25% of EZCORP’s share of the base purchase price plus an additional 3% statutory late payment surcharge for funds placed in a separate escrow account to be released to EZCORP upon delivery of required tax documentation to AlphaCredit within

7



45 days of closing and (2) $4.1 million of escrow finds classified as long-term subject to indemnification claims and held in escrow for up to 18 months. The amount described in (1) above was released from escrow on September 29, 2016, but remains reflected herein as restricted cash due to restrictions as of the date of the sale of Grupo Finmart.
(g)
The pro forma adjustment represents (1) an estimated gain of approximately $39.5 million related to the sale of Grupo Finmart, (2) $1.5 million in discount on notes receivable discussed in note (d) above, (3) $0.3 million in prepayment costs associated with notes receivable discussed in note (d) above and (4) $7.5 million in transaction costs, which amounts have not been included in the pro forma adjustments on the condensed consolidated statements of operations as they are considered to be nonrecurring in nature. This pro forma adjustment further excludes $1.6 million in transaction costs paid or accrued prior to June 30, 2016. We currently expect to recognize no federal income taxes on this gain. In addition, this estimated gain is a preliminary unaudited estimate based upon carrying values as of June 30, 2016 that is subject to further material adjustment in connection with the Company’s fiscal year end closing process.
(h)
The pro forma adjustment represents estimated interest income on (1) the intercompany notes receivable owed to the Company by Grupo Finmart and (2) certain former Grupo Finmart third party debt that the Company paid and assumed the creditor position, including related collateral, as indicated in pro forma adjustments (c) and (d) above, assuming no prepayment of principal. The adjustment further includes the amortization of the net discount on the notes receivable of $7.9 million and $1.5 million as indicated in pro forma adjustments (c) and (d) above.
(i)
The pro forma adjustment represents the estimated tax effect for the periods presented at our estimated blended statutory rates approximating 35%.
(j)
The adjustment represents the reclassification of Grupo Finmart operations to discontinued operations for periods in which the operations of Grupo Finmart have not yet been recast. This adjustment was not included in the condensed consolidated income statement for the nine-months ended June 30, 2016 as the operations of Grupo Finmart were reported as discontinued operations for that period.

8