CONDENSED CONSOLIDATING FINANCIAL INFORMATION

On February 3, 2012, we filed with the United States Securities and Exchange Commission a “shelf” registration statement on Form S-3 registering the offer and sale of an indeterminate amount of a variety of securities, including debt securities. Unless otherwise indicated in connection with a particular offering of debt securities, each of our 100% owned domestic subsidiaries will fully and unconditionally guarantee on a joint and several basis our payment obligations under such debt securities issued by the parent.

In accordance with Rule 3-10(f) of Regulation S-X, the following presents condensed consolidating financial information as of September 30, 2012, 2011 and 2010 for EZCORP, Inc. (the “Parent”), each of the Parent's domestic subsidiaries (the “Subsidiary Guarantors”) on a combined basis and each of the Parent's other subsidiaries (the “Other Subsidiaries”) on a combined basis. Eliminating entries presented are necessary to consolidate the groups of entities.

Subsequent to the issuance of our consolidated financial statements for the year ended September 30, 2012, we identified certain errors in the presentation of the condensed consolidating financial statements contained in this footnote as of September 30, 2012, 2011 and 2010. As originally presented, the condensed consolidating financial information presented did not comply with Rule 3-10(f) of Regulation S-X, which requires that the parent company should present its investments in all subsidiaries under the equity method of accounting. The condensed consolidating financial information presented on the following pages has been corrected to appropriately reflect investments in all subsidiaries under the equity method. These adjustments did not have an impact on the consolidated financial statements as of September 30, 2012, 2011 and 2010 or for the fiscal years then ended.

Condensed Consolidating Balance Sheets



	September 30, 2012
	Parent			Subsidiary Guarantors			Other Subsidiaries			Eliminations			Consolidated
	(in thousands)
Assets:
Current assets:
Cash and cash equivalents	$	703		$	27,686		$	20,088		$	—		$	48,477
Restricted cash	—			—			1,145			—			1,145
Pawn loans, net	—			140,885			16,763			—			157,648
Consumer loans, net	—			16,562			17,590			—			34,152
Pawn service charges receivable, net	—			26,663			2,738			—			29,401
Consumer loan fees receivable, net	—			6,899			23,517			—			30,416
Inventory, net	—			93,165			16,049			—			109,214
Deferred tax asset	9,484			5,500			—			—			14,984
Receivable from affiliates	362,427			—			—			(362,427		)	—
Federal income tax receivable	10,209			—			302			—			10,511
Prepaid expenses and other assets	2,243			38,629			4,579			—			45,451
Total current assets	385,066			355,989			102,771			(362,427		)	481,399
Investments in unconsolidated affiliates	74,254			51,812			—			—			126,066
Investments in subsidiaries	510,683			95,942			—			(606,625		)	—
Property and equipment, net	—			74,837			33,294			—			108,131
Restricted cash non-current	—			—			4,337			—			4,337
Goodwill	—			224,275			150,388			—			374,663
Intangible assets, net	1,548			17,228			26,409			—			45,185
Non-current consumer loans, net	—			—			61,997			—			61,997
Other assets, net	—			8,585			7,644			—			16,229
Total assets	$	971,551		$	828,668		$	386,840		$	(969,052	)	$	1,218,007
Liabilities and stockholders’ equity:
Current liabilities:
Current maturities of long-term debt	$	—		$	—		$	21,085		$	—		$	21,085
Current capital lease obligations	—			594			—			—			594
Accounts payable and other accrued expenses	128			56,094			22,703			—			78,925
Customer layaway deposits	—			6,251			987			—			7,238
Intercompany payables	—			255,223			107,204			(362,427		)	—
Total current liabilities	128			318,162			151,979			(362,427		)	107,842
Long-term debt, less current maturities	130,000			—			68,836			—			198,836
Long-term capital lease obligations	—			995			—			—			995
Deferred tax liability	6,595			1,327			—			—			7,922
Deferred gains and other long-term liabilities	—			1,898			12,005			—			13,903
Total liabilities	136,723			322,382			232,820			(362,427		)	329,498
Commitments and contingencies
Temporary equity:
Redeemable noncontrolling interest	—			—			53,681			—			53,681
Stockholders’ equity:
Class A Non-voting Common Stock, par value $.01 per share;	482			12			—			(12		)	482
Class B Voting Common Stock, convertible, par value $.01 per share;	30			1			—			(1		)	30
Additional paid-in capital	268,626			80,210			102,188			(182,398		)	268,626
Retained earnings	565,803			427,372			663			(428,035		)	565,803
Accumulated other comprehensive income (loss)	(113		)	(1,309		)	(2,512		)	3,821			(113		)
EZCORP, Inc. stockholders’ equity	834,828			506,286			100,339			(606,625		)	834,828
Total liabilities and stockholders’ equity	$	971,551		$	828,668		$	386,840		$	(969,052	)	$	1,218,007



	September 30, 2011
	Parent			Subsidiary Guarantors			Other Subsidiaries			Eliminations			Consolidated
	(in thousands)
Assets:
Current assets:
Cash and cash equivalents	$	—		$	20,860		$	3,109		$	—		$	23,969
Pawn loans	—			134,457			10,861			—			145,318
Consumer loans, net	—			12,526			2,085			—			14,611
Pawn service charges receivable, net	—			24,792			1,663			—			26,455
Consumer loan fees receivable, net	—			6,642			133			—			6,775
Inventory, net	—			81,277			9,096			—			90,373
Deferred tax asset	12,728			5,397			—			—			18,125
Intercompany receivables	256,078			(66,450		)	—			(189,628		)	—
Prepaid expenses and other assets	29			25,976			4,606			—			30,611
Total current assets	268,835			245,477			31,553			(189,628		)	356,237
Investments in unconsolidated affiliates	71,958			48,361			—			—			120,319
Investments in subsidiaries	345,454			44,376			—			(389,830		)	—
Property and equipment, net	—			59,434			19,064			—			78,498
Goodwill	—			163,897			9,309			—			173,206
Intangible assets, net	2,147			15,183			2,460			—			19,790
Other assets, net	—			7,038			1,362			—			8,400
Total assets	$	688,394		$	583,766		$	63,748		$	(579,458	)	$	756,450
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable and other accrued expenses	$	13		$	50,871		$	6,516		$	—		$	57,400
Customer layaway deposits	—			5,711			465			—			6,176
Intercompany payables	—			170,631			18,997			(189,628		)	—
Income taxes payable	693			—			—			—			693
Total current liabilities	706			227,213			25,978			(189,628		)	64,269
Long-term debt, less current maturities	17,500			—			—			—			17,500
Deferred tax liability	5,940			1,563			828			—			8,331
Deferred gains and other long-term liabilities	—			2,102			—			—			2,102
Total liabilities	24,146			230,878			26,806			(189,628		)	92,202
Commitments and contingencies
Temporary equity:
Redeemable noncontrolling interest	—			—			—			—			—
Stockholders’ equity:
Class A Non-voting Common Stock, par value $.01 per share;	471			12			—			(12		)	471
Class B Voting Common Stock, convertible, par value $.01 per share;	30			—			1			(1		)	30
Additional paid-in capital	242,398			98,980			50,568			(149,548		)	242,398
Retained earnings	422,095			254,065			(6,126		)	(247,939		)	422,095
Accumulated other comprehensive income (loss)	(746		)	(169		)	(7,501		)	7,670			(746		)
EZCORP, Inc. stockholders’ equity	664,248			352,888			36,942			(389,830		)	664,248
Total liabilities and stockholders’ equity	$	688,394		$	583,766		$	63,748		$	(579,458	)	$	756,450

Condensed Consolidating Statements of Operations



	Fiscal Year Ended September 30, 2012
	Parent			Subsidiary Guarantors			Other Subsidiaries			Eliminations			Consolidated
	(in thousands)
Revenues:
Merchandise sales	$	—		$	290,040		$	43,024		$	—		$	333,064
Jewelry scrapping sales	—			190,986			11,495			—			202,481
Pawn service charges	—			210,601			22,937			—			233,538
Consumer loan fees	—			156,285			44,396			—			200,681
Other revenues	20,139			6,048			2,320			(23,148		)	5,359
Total revenues	20,139			853,960			124,172			(23,148		)	975,123
Merchandise cost of goods sold	—			167,281			23,356			—			190,637
Jewelry scrapping cost of goods sold	—			122,089			8,626			—			130,715
Consumer loan bad debt	—			33,645			5,725			—			39,370
Net revenues	20,139			530,945			86,465			(23,148		)	614,401
Operating expenses:
Operations	—			283,468			52,880			—			336,348
Administrative	—			45,471			5,450			(3,009		)	47,912
Depreciation	—			17,760			4,251			—			22,011
Amortization	—			453			1,503			—			1,956
(Gain) loss on sale or disposal of assets	—			(281		)	254			—			(27		)
Total operating expenses	—			346,871			64,338			(3,009		)	408,200
Operating income	20,139			184,074			22,127			(20,139		)	206,201
Interest expense (income)	3,192			(1,174		)	(3,568		)	—			(1,550		)
Equity in net income of unconsolidated affiliates	(9,949		)	(7,451		)	—			—			(17,400		)
Equity in net income of subsidiaries	(180,500		)	—			—			180,500			—
Other income	—			(828		)	(383		)	—			(1,211		)
Income from continuing operations before income taxes	207,396			193,527			26,078			(200,639		)	226,362
Income tax expense	63,526			20,139			7,726			(20,139		)	71,252
Income from continuing operations, net of tax	143,870			173,388			18,352			(180,500		)	155,110
(Loss) income from discontinued operations, net of tax	(162		)	323			(4,694		)	—			(4,533		)
Net income	143,708			173,711			13,658			(180,500		)	150,577
Net income from continuing operations attributable to redeemable noncontrolling interest	—			—			6,869			—			6,869
Net income attributable to EZCORP, Inc.	$	143,708		$	173,711		$	6,789		$	(180,500	)	$	143,708



	Fiscal Year Ended September 30, 2011
	Parent			Subsidiary Guarantors			Other Subsidiaries			Eliminations			Consolidated
	(in thousands)
Revenues:
Merchandise sales	$	—		$	256,500		$	25,216		$	—		$	281,716
Jewelry scrapping sales	—			195,143			9,715			—			204,858
Pawn service charges	—			184,204			15,542			—			199,746
Consumer loan fees	—			158,947			5,948			—			164,895
Other revenues	66,450			1,030			553			(66,450		)	1,583
Total revenues	66,450			795,824			56,974			(66,450		)	852,798
Merchandise cost of goods sold	—			147,152			14,682			—			161,834
Jewelry scrapping cost of goods sold	—			120,656			7,214			—			127,870
Consumer loan bad debt	—			35,048			1,743			—			36,791
Net revenues	66,450			492,968			33,335			(66,450		)	526,303
Operating expenses:
Operations	—			252,872			29,523			—			282,395
Administrative	—			50,025			559			—			50,584
Depreciation	—			14,213			2,543			—			16,756
Amortization	—			400			434			—			834
Loss on sale or disposal of assets	—			139			154			—			293
Total operating expenses	—			317,649			33,213			—			350,862
Operating income	66,450			175,319			122			(66,450		)	175,441
Interest (income) expense	(8,451		)	9,777			327			—			1,653
Equity in net income of unconsolidated affiliates	(8,945		)	(7,292		)	—			—			(16,237		)
Equity in net income of subsidiaries	(104,223		)	—			—			104,223			—
Other (income) expense	—			(168		)	4			—			(164		)
Income (loss) from continuing operations before income taxes	188,069			173,002			(209		)	(170,673		)	190,189
Income tax expense	65,506			66,481			935			(66,450		)	66,472
Income (loss) from continuing operations, net of tax	122,563			106,521			(1,144		)	(104,223		)	123,717
Income (loss) from discontinued operations, net of tax	(404		)	1,145			(2,299		)	—			(1,558		)
Net income (loss)	122,159			107,666			(3,443		)	(104,223		)	122,159
Net income from continuing operations attributable to redeemable noncontrolling interest	—			—			—			—			—
Net income (loss) attributable to EZCORP, Inc.	$	122,159		$	107,666		$	(3,443	)	$	(104,223	)	$	122,159



	Fiscal Year Ended September 30, 2010
	Parent			Subsidiary Guarantors			Other Subsidiaries			Eliminations			Consolidated
	(in thousands)
Revenues:
Merchandise sales	$	—		$	226,404		$	13,937		$	—		$	240,341
Jewelry scrapping sales	—			163,804			5,122			—			168,926
Pawn service charges	—			154,501			8,778			—			163,279
Consumer loan fees	—			150,794			1,369			—			152,163
Other revenues	53,990			454			5			(53,990		)	459
Total revenues	53,990			695,957			29,211			(53,990		)	725,168
Merchandise cost of goods sold	—			131,808			8,320			—			140,128
Jewelry scrapping cost of goods sold	—			104,588			4,228			—			108,816
Consumer loan bad debt	—			32,139			830			—			32,969
Net revenues	53,990			427,422			15,833			(53,990		)	443,255
Operating expenses:
Operations	—			235,613			15,312			—			250,925
Administrative	—			33,346			12			—			33,358
Depreciation	—			12,247			1,435			—			13,682
Amortization	—			270			352			—			622
Loss on sale or disposal of assets	—			1,469			58			—			1,527
Total operating expenses	—			282,945			17,169			—			300,114
Operating income (loss)	53,990			144,477			(1,336		)	(53,990		)	143,141
Interest (income) expense	(9,176		)	10,141			234			—			1,199
Equity in net income of unconsolidated affiliates	(3,928		)	(6,822		)	—			—			(10,750		)
Equity in net income of subsidiaries	(84,535		)	—			—			84,535			—
Other income	—			(93		)	—			—			(93		)
Income (loss) from continuing operations before income taxes	151,629			141,251			(1,570		)	(138,525		)	152,785
Income tax expense	53,860			54,026			246			(53,990		)	54,142
Income (loss) from continuing operations, net of tax	97,769			87,225			(1,816		)	(84,535		)	98,643
(Loss) income from discontinued operations, net of tax	(475		)	1,331			(2,205		)	—			(1,349		)
Net income (loss)	97,294			88,556			(4,021		)	(84,535		)	97,294
Net income from continuing operations attributable to redeemable noncontrolling interest	—			—			—			—			—
Net income (loss) attributable to EZCORP, Inc.	$	97,294		$	88,556		$	(4,021	)	$	(84,535	)	$	97,294

Condensed Consolidating Statement of Comprehensive Income



	Fiscal Year Ended September 30, 2012
	Parent			Subsidiary Guarantors			Other Subsidiaries		Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	143,708		$	173,711		$	13,658	$	(180,500	)	$	150,577
Other comprehensive income (loss):
Foreign currency translation gain (loss)	(962		)	(1,002		)	5,945		(3,988		)	(7		)
Unrealized holding loss arising during period	(735		)	(735		)	—		735			(735		)
Income tax benefit	2,330			597			—		(597		)	2,330
Other comprehensive income (loss), net of tax	633			(1,140		)	5,945		(3,850		)	1,588
Comprehensive income (loss)	$	144,341		$	172,571		$	19,603	$	(184,350	)	$	152,165
Attributable to redeemable noncontrolling interest:
Net income	—			—			6,869		—			6,869
Foreign currency translation gain	—			—			955		—			955
Comprehensive income (loss)	—			—			7,824		—			7,824
Comprehensive income (loss) attributable to EZCORP, Inc.	$	144,341		$	172,571		$	11,779	$	(184,350	)	$	144,341



	Fiscal Year Ended September 30, 2011
	Parent			Subsidiary Guarantors			Other Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	122,159		$	107,666		$	(3,443	)	$	(104,223	)	$	122,159
Other comprehensive income (loss):
Foreign currency translation gain (loss)	10,393			1,691			(4,948		)	3,257			10,393
Unrealized holding loss arising during period	930			930			—			(930		)	930
Income tax provision	(5,694		)	(917		)	—			917			(5,694		)
Other comprehensive income (loss), net of tax	5,629			1,704			(4,948		)	3,244			5,629
Comprehensive income (loss)	$	127,788		$	109,370		$	(8,391	)	$	(100,979	)	$	127,788
Attributable to redeemable noncontrolling interest:
Net income	—			—			—			—			—
Foreign currency translation gain (loss)	—			—			—			—			—
Comprehensive income	—			—			—			—			—
Comprehensive income (loss) attributable to EZCORP, Inc.	$	127,788		$	109,370		$	(8,391	)	$	(100,979	)	$	127,788



	Fiscal Year Ended September 30, 2010
	Parent			Subsidiary Guarantors			Other Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	97,294		$	88,556		$	(4,021	)	$	(84,535	)	$	97,294
Other comprehensive income (loss):
Foreign currency translation adjustments	(3,673		)	(2,483		)	1,806			677			(3,673		)
Unrealized holding loss arising during period	—			—			—			—			—
Income tax benefit	1,918			869			—			(869		)	1,918
Other comprehensive income (loss), net of tax	(1,755		)	(1,614		)	1,806			(192		)	(1,755		)
Comprehensive income (loss)	$	95,539		$	86,942		$	(2,215	)	$	(84,727	)	$	95,539
Attributable to redeemable noncontrolling interest:
Net income	—			—			—			—			—
Foreign currency translation adjustments	—			—			—			—			—
Comprehensive income	—			—			—			—			—
Comprehensive income (loss) attributable to EZCORP, Inc.	$	95,539		$	86,942		$	(2,215	)	$	(84,727	)	$	95,539

Condensed Consolidating Statement of Cash Flows



	Fiscal Year Ended September 30, 2012
	Parent			Subsidiary Guarantors			Other Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net cash provided by (used in) operating activities	$	(112,864	)	$	141,638		$	127,234		$	—		$	156,008
Investing Activities:
Loans made	—			(638,121		)	(164,775		)	—			(802,896		)
Loans repaid	—			408,404			111,789			—			520,193
Recovery of pawn loan principal through sale of forfeited collateral	—			213,115			27,266			—			240,381
Additions to property and equipment	—			(31,064		)	(14,732		)	—			(45,796		)
Acquisitions, net of cash acquired	—			(66,317		)	(62,330		)	—			(128,647		)
Advances to subsidiaries	—			(20,648		)	—			20,648			—
Net cash provided by (used in) investing activities	$	—		$	(134,631	)	$	(102,782	)	$	20,648		$	(216,765	)
Financing Activities:
Proceeds from exercise of stock options	649			—			—			—			649
Excess tax benefit from stock compensation	1,602			—			—			—			1,602
Debt issuance costs	—			—			(3,225		)	—			(3,225		)
Taxes paid related to net share settlement of equity awards	(1,184		)	—			—			—			(1,184		)
Change in restricted cash	—			—			(5,482		)	—			(5,482		)
Proceeds from revolving line of credit	753,200			—			60,375			(20,648		)	792,927
Payments on revolving line of credit	(640,700		)	—			(54,377		)	—			(695,077		)
Proceeds from bank borrowings	—			—			2,461			—			2,461
Payments on bank borrowings and capital lease obligations	—			(181		)	(8,315		)	—			(8,496		)
Net cash provided by (used in) financing activities	$	113,567		$	(181	)	$	(8,563	)	$	(20,648	)	$	84,175
Effect of exchange rate changes on cash and cash equivalents	—			—			1,090			—			1,090
Net increase in cash and cash equivalents	703			6,826			16,979			—			24,508
Cash and cash equivalents at beginning of period	—			20,860			3,109			—			23,969
Cash and cash equivalents at end of period	$	703		$	27,686		$	20,088		$	—		$	48,477



	Fiscal Year Ended September 30, 2011
	Parent			Subsidiary Guarantors			Other Subsidiaries			Consolidated
	(in thousands)
Net cash provided by operating activities	$	13,287		$	116,011		$	23,969		$	153,267
Investing Activities:
Loans made	—			(554,138		)	(95,111		)	(649,249		)
Loans repaid	—			339,574			64,818			404,392
Recovery of pawn loan principal through sale of forfeited collateral	—			183,441			22,221			205,662
Additions to property and equipment	—			(24,651		)	(9,471		)	(34,122		)
Acquisitions, net of cash acquired	—			(62,768		)	(5,152		)	(67,920		)
Net cash provided by (used in) investing activities	$	—		$	(118,542	)	$	(22,695	)	$	(141,237	)
Financing Activities:
Proceeds from exercise of stock options	397			—			—			397
Excess tax benefit from stock compensation	3,230			—			—			3,230
Debt issuance costs	(1,930		)	(467		)	—			(2,397		)
Taxes paid related to net share settlement of equity awards	(7,484		)	—			—			(7,484		)
Proceeds from revolving line of credit	—			164,500			—			164,500
Payments on revolving line of credit	—			(147,000		)	—			(147,000		)
Proceeds from bank borrowings	2,500			(2,500		)	—			—
Payments on bank borrowings and capital lease obligations	(10,000		)	(15,004		)	—			(25,004		)
Net cash used in financing activities	$	(13,287	)	$	(471	)	$	—		$	(13,758	)
Effect of exchange rate changes on cash and cash equivalents	—			—			(157		)	(157		)
Change in cash and cash equivalents	—			(3,002		)	1,117			(1,885		)
Cash and cash equivalents at beginning of period	—			23,862			1,992			25,854
Cash and cash equivalents at end of period	$	—		$	20,860		$	3,109		$	23,969



	Fiscal Year Ended September 30, 2010
	Parent			Subsidiary Guarantors			Other Subsidiaries			Consolidated
	(in thousands)
Net cash provided by operating activities	$	64,309		$	47,161		$	17,096		$	128,566
Investing Activities:
Loans made	—			(504,305		)	(41,274		)	(545,579		)
Loans repaid	—			313,255			22,577			335,832
Recovery of pawn loan principal through sale of forfeited collateral	—			162,407			11,817			174,224
Additions to property and equipment	—			(16,503		)	(9,238		)	(25,741		)
Proceeds on disposal of assets	—			1,347			—			1,347
Acquisitions, net of cash acquired	—			(21,837		)	—			(21,837		)
Investments in unconsolidated affiliates	(57,772		)	(1,416		)	—			(59,188		)
Net cash used in investing activities	$	(57,772	)	$	(67,052	)	$	(16,118	)	$	(140,942	)
Financing Activities:
Proceeds from exercise of stock options	1,602			—			—			1,602
Excess tax benefit from stock compensation	1,861			—			—			1,861
Taxes paid related to net share settlement of equity awards	—			—			—			—
Debt issuance costs	—			3			—			3
Proceeds from revolving line of credit	63,050			—			—			63,050
Payments on revolving line of credit	(63,050		)	—			—			(63,050		)
Proceeds from bank borrowings	—			—			—			—
Payments on bank borrowings and capital lease obligations	(10,000		)	—			—			(10,000		)
Net cash provided by (used in) financing activities	$	(6,537	)	$	3		$	—		$	(6,534	)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			—
Change in cash and cash equivalents	—			(19,888		)	978			(18,910		)
Cash and cash equivalents at beginning of period	—			43,750			1,014			44,764
Cash and cash equivalents at end of period	$	—		$	23,862		$	1,992		$	25,854