1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-Q

(MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 [NO FEE REQUIRED]

FOR THE TRANSITION PERIOD FROM ______________ TO _____________

                         COMMISSION FILE NUMBER 0-19424

                                  EZCORP, INC.
 -------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  DELAWARE                              74-2540145
                  --------                              ----------
        (STATE OR OTHER JURISDICTION OF                (IRS EMPLOYER
        INCORPORATION OR ORGANIZATION)              IDENTIFICATION NO.)

                    1901 CAPITAL PARKWAY AUSTIN, TEXAS 78746
               --------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 (512) 314-3400
                                 ---------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                       NA
                                 ---------------
              (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
                          IF CHANGED SINCE LAST REPORT)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 Yes  X    No
                                     ---       ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The only class of voting securities of the registrant issued and outstanding is
the Class B Voting Common Stock, par value $.01 per share, 100% of which is
owned by one record holder who is an affiliate of the registrant. There is no
trading market for the Class B Voting Common Stock.

As of June 30, 2000, 10,822,010 shares of the registrant's Class A Non-voting
Common Stock, par value $.01 per share and 1,190,057 shares of the registrant's
Class B Voting Common Stock, par value $.01 per share were outstanding.

================================================================================

   2

                                  EZCORP, INC.
                               INDEX TO FORM 10-Q

                                                                                                                        PAGE
                                                                                                                        ----
                                                                                                                  
PART I.   FINANCIAL INFORMATION

          Item 1. Financial Statements (Unaudited)

          Condensed Consolidated Balance Sheets as of June 30, 2000, June 30, 1999 and
          September 30, 1999........................................................................................      1

          Condensed Consolidated Statements of Operations for the Three Months and
          Nine Months Ended June 30, 2000 and 1999..................................................................      2

          Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30,
          2000 and 1999.............................................................................................      3

          Notes to Interim Condensed Consolidated Financial Statements..............................................      4

          Item 2. Management's Discussion and Analysis of Financial Condition and Results of
          Operations................................................................................................      7

PART II.  OTHER INFORMATION.........................................................................................     13

SIGNATURE...........................................................................................................     14

   3

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                                                                           JUNE 30,        JUNE 30,      SEPTEMBER 30,
                                                                            2000             1999            1999
                                                                          ---------       ---------      ------------
                                                                                        (In thousands)

Assets:
     Current assets:
         Cash and cash equivalents                                        $   1,229       $   1,889       $   2,899
         Pawn loans                                                          45,770          51,891          53,940
         Service charges receivable                                           8,575          15,446          16,671
         Inventory, net                                                      39,976          50,212          58,241
         Deferred tax asset                                                   8,023           1,882           1,824
         Federal income tax receivable                                        1,949             230           1,695
         Prepaid expenses and other current assets                            2,906           3,622           3,787
                                                                          ---------       ---------       ---------

                Total current assets                                        108,428         125,172         139,057

     Investment in unconsolidated affiliate                                  14,488          12,998          13,195
     Property and equipment, net                                             65,265          56,483          60,608
     Other assets:
         Goodwill, net                                                       13,429          14,013          13,868
         Other intangible assets, net                                         3,130           3,082           3,153
         Notes receivable from related parties                                3,220           3,000           3,000
         Other assets, net                                                    1,220           1,508           1,196
                                                                          ---------       ---------       ---------

     Total assets                                                         $ 209,180       $ 216,256       $ 234,077
                                                                          =========       =========       =========

Liabilities and stockholders' equity:
     Current liabilities:
         Current maturities of long-term debt                             $  76,012       $      10       $      11
         Accounts payable and other accrued expenses                          9,596           8,599          11,049
         Customer layaway deposits                                            2,245           2,256           2,422
                Total current liabilities                                    87,853          10,865          13,482

     Long-term debt, less current maturities                                    103          70,115          83,112
     Deferred tax liability                                                   1,696              24           1,696
     Other long-term liabilities                                                387             114             102
                                                                          ---------       ---------       ---------
                Total long-term liabilities                                   2,186          70,253          84,910

     Commitments and contingencies

     Stockholders' equity:
         Preferred Stock, par value $.01 per share;
            Authorized 5,000,000 shares; none issued and outstanding             --              --              --
         Class A Non-voting Common Stock, par value $.01 per Share;
            Authorized 40,000,000 shares; 10,831,043 issued And
            10,822,010 outstanding at June 30, 2000, June 30, 1999,
            And September 30, 1999                                              108             108             108
         Class B Voting Common Stock, convertible, par value $.01
            per share; Authorized 1,198,990 shares; 1,190,057 issued
            And outstanding at June 30, 2000, June 30, 1999, and
            September 30, 1999                                                   12              12              12
         Additional paid-in capital                                         114,501         114,470         114,470
         Retained earnings                                                    4,905          21,379          21,715
                                                                          ---------       ---------       ---------
                                                                            119,526         135,969         136,305
         Treasury stock (9,033 shares)                                          (35)            (35)            (35)
         Receivable from stockholder                                           (729)           (729)           (729)
         Accumulated other comprehensive income                                 379             (67)            144
                                                                          ---------       ---------       ---------
     Total stockholders' equity                                             119,141         135,138         135,685
                                                                          ---------       ---------       ---------
     Total liabilities and stockholders' equity                           $ 209,180       $ 216,256       $ 234,077
                                                                          =========       =========       =========

See Notes to Interim Condensed Consolidated Financial Statements (unaudited).

                                        1

   4

           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                                          THREE MONTHS ENDED              NINE MONTHS ENDED
                                                                               JUNE 30,                       JUNE 30,
                                                                         2000           1999             2000           1999
                                                                      ---------       ---------       ---------       ---------
                                                                               (In thousands, except per share amounts)

Revenues:
       Sales                                                          $  28,448       $  29,124       $ 105,973       $  99,883
       Pawn service charges                                              13,511          24,563          43,086          73,936
       Other                                                                279             215             816             581
                                                                      ---------       ---------       ---------       ---------

                                                                         42,238          53,902         149,875         174,400
Cost of goods sold                                                       16,085          25,382          63,455          85,504
                                                                      ---------       ---------       ---------       ---------
           Net revenues                                                  26,153          28,520          86,420          88,896
Operating expenses:
       Operations                                                        20,669          21,059          64,446          61,311
       Administrative                                                     4,817           3,600          14,314          10,545
       Depreciation and amortization                                      2,492           2,458           7,575           6,939
                                                                      ---------       ---------       ---------       ---------
                                                                         27,978          27,117          86,335          78,795
                                                                      ---------       ---------       ---------       ---------
Operating income (loss)                                                  (1,825)          1,403              85          10,101
Interest expense, net                                                     1,196             849           3,728           2,514
Equity in net income of unconsolidated affiliate                            (69)            (75)           (216)           (348)
(Gain) loss on sale of assets                                               208              --            (242)             --
                                                                      ---------       ---------       ---------       ---------
Income (loss) before income taxes                                        (3,160)            629          (3,185)          7,935
Income tax expense (benefit)                                             (1,010)            160          (1,019)          2,936
                                                                      ---------       ---------       ---------       ---------
Income (loss) before cumulative effect of a change in
     accounting principle                                                (2,150)            469          (2,166)          4,999
Cumulative effect on prior years (to September 30, 1999) of
     change in method of revenue recognition, net of tax                     --              --         (14,344)             --
                                                                      ---------       ---------       ---------       ---------
Net income (loss)                                                     $  (2,150)      $     469       $ (16,510)      $   4,999
                                                                      =========       =========       =========       =========
Amounts per common share (fully diluted):

     Income (loss) before cumulative effect of a change in
       accounting principle                                           $   (0.18)      $    0.04       $   (0.18)      $    0.42

     Cumulative effect on prior years (to September 30, 1999) of
       change in method of revenue recognition, net of tax            $      --       $      --       $   (1.19)      $      --
                                                                      ---------       ---------       ---------       ---------

     Net income (loss)                                                $   (0.18)      $   (0.04)      $   (1.37)      $    0.42
                                                                      =========       =========       =========       =========

Weighted average shares outstanding:

       Basic                                                             12,012          12,011          12,012          12,005
                                                                      =========       =========       =========       =========

       Fully Diluted                                                     12,012          12,015          12,012          12,011
                                                                      =========       =========       =========       =========

Cash dividends per common share                                       $      --       $  0.0125       $  0.0250       $  0.0375
                                                                      ---------       ---------       ---------       ---------
Pro forma amounts assuming the new revenue recognition
       method is applied retroactively:

       Net income (loss)                                              $  (2,150)      $    (945)      $ (16,510)      $   2,849

       Net income (loss) per diluted share                            $   (0.18)      $   (0.08)      $   (1.37)      $    0.24

See Notes to Interim Condensed Consolidated Financial Statements (unaudited).

                                        2

   5

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                                    NINE MONTHS ENDED
                                                                                         JUNE 30,
                                                                                    2000           1999
                                                                                 ---------       ---------
                                                                                     (In thousands)

Operating Activities:
   Net income (loss)                                                             $ (16,510)      $   4,999
   Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
      Cumulative effect of a change in accounting principle                         14,344              --
      Depreciation and amortization                                                  7,575           6,939
      Deferred income taxes                                                          1,489              --
      Net (gain)/loss on sale or disposal of assets                                   (242)            149
      Income from investment in unconsolidated affiliate                              (216)           (348)
      Changes in operating assets and liabilities:
         Service charges receivable                                                    927            (603)
         Inventory                                                                   3,575          (6,052)
         Notes receivable from related parties                                        (220)
         Prepaid expenses, other current assets, and other assets, net               1,103               5
         Accounts payable and accrued expenses                                      (1,307)           (201)
         Customer layaway deposits                                                    (176)             78
         Other long-term liabilities                                                  (121)            (38)
         Federal income taxes receivable                                              (428)            610

         Net cash provided by operating activities                                   9,793           5,538

Investing Activities:
    Pawn loans forfeited and transferred to inventory                               53,688          55,589
    Pawn loans made                                                               (138,316)       (152,493)
    Pawn loans repaid                                                               92,798          94,971
                                                                                 ---------       ---------
       Net decrease in loans                                                         8,170          (1,933)

    Additions to property, plant, and equipment                                    (14,956)        (19,213)
    Additions to intangible assets                                                    (621)         (1,793)
    Acquisitions, net of cash acquired                                                  --          (1,803)
    Investment in unconsolidated affiliate                                            (841)         (1,777)
    Proceeds from sale of assets                                                     4,093              --
                                                                                 ---------       ---------

       Net cash used in investing activities                                        (4,155)        (26,519)

Financing Activities:
     Proceeds from bank borrowings                                                  31,500          38,000
     Payments on borrowings                                                        (38,508)        (16,008)
     Payment of dividends                                                             (300)           (450)
                                                                                 ---------       ---------

        Net cash provided by (used in) financing activities                         (7,308)         21,542
                                                                                 ---------       ---------

Change in cash and cash equivalents                                                 (1,670)            561

Cash and cash equivalents at beginning of period                                     2,899           1,328
                                                                                 ---------       ---------
Cash and cash equivalents at end of period                                       $   1,229       $   1,889
                                                                                 =========       =========

Non-cash Investing and Financing Activities:
         Foreign currency translation adjustment                                 $     235       $     (37)
         Issuance of stock options                                               $      31       $      72

See Notes to Interim Condensed Consolidated Financial Statements (unaudited).

                                        3

   6

    NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2000

NOTE A: BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of
EZCORP, Inc. and Subsidiaries have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring entries) considered
necessary for a fair presentation have been included. The accompanying financial
statements should be read with the Notes to Consolidated Financial Statements
included in the Company's Annual Report on Form 10-K for the year ended
September 30, 1999.

The Company's business is subject to seasonal variations, and operating results
for the nine-month period ended June 30, 2000 are not necessarily indicative of
the results of operations for the full fiscal year.

NOTE B: CHANGE IN ACCOUNTING PRINCIPLE

During the second quarter of fiscal 2000, the Company changed its method of
revenue recognition on pawn loans by reducing the accrual of pawn service charge
revenue to the estimated amount which will be realized through loan collection
and recording forfeited collateral at the lower of cost (the principal amount of
the loan) or market. Previously, pawn service charges were accrued on all loans,
and the carrying value of the forfeited collateral was the lower of cost
(principal amount of loan plus accrued pawn service charges) or market.

The Company believes the new method of revenue recognition is preferable in that
it better aligns reported net revenues and earnings with current economic trends
in its business and the management of the Company. In addition, the Company
believes the new method improves comparability of its operating results and
financial position with similar companies.

The new method has been applied as of the beginning of the current fiscal year
(October 1, 1999). The charge of $14.3 million included in the accompanying
income statement for the nine months ended June 30, 2000 represents the
cumulative effect of applying the new method retroactively (net of an income tax
benefit of $7.4 million). The pro forma amounts presented on the accompanying
statements of operations for prior periods represent the effect of retroactive
application assuming the new accounting method, net of related income taxes, to
prior periods.

NOTE C: ACCOUNTING PRINCIPLES AND PRACTICES

The provision for federal income taxes has been calculated based on the
Company's estimate of its effective tax rate for the full fiscal year.

The Company provides inventory reserves for shrinkage and cost in excess of
estimated market value. The Company estimates these reserves using analysis of
sales trends, inventory aging, sales margins and shrinkage on inventory. At June
30, 2000 (after giving effect to the change in accounting principle discussed in
Note B), inventory reserves were $1.2 million. Inventory reserves at June 30,
1999 and September 30, 1999 amounted to $7.1 million and $8.3 million,
respectively ($1.2 million and $1.4 million, respectively, pro forma for the
effect of the accounting change).

Property and equipment is shown net of accumulated depreciation of $65.3
million, $56.5 million, and $60.6 million at June 30, 2000, June 30, 1999, and
September 30, 1999, respectively.

Certain prior year balances have been reclassified to conform to the fiscal 2000
presentation.

                                        4

   7

NOTE D: EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share (in thousands, except per share data):

                                                                 THREE MONTHS ENDED           NINE MONTHS ENDED
                                                                      JUNE 30,                      JUNE 30,
                                                                2000           1999           2000           1999
                                                             ----------      -------      -----------      -------

Numerator
   Numerator for basic and diluted earnings per
    share: net income (loss)                                 $  (2,150)      $   469      $  (16,510)      $ 4,999
                                                             =========       =======      ==========       =======
Denominator
   Denominator for basic earnings per share:
     Weighted average shares                                    12,012        12,011          12,012        12,005
     Effect of dilutive securities:
       Employee Stock Options                                       --            --              --            --

       Warrants                                                     --             4              --             6
                                                             ---------       -------      ----------       -------

     Dilutive potential common shares                               --             4              --             6
                                                             ---------       -------      ----------       -------

   Denominator for diluted earnings per share:
   adjusted weighted average shares and assumed
   conversions                                                  12,012        12,015          12,012        12,011
                                                             =========       =======      ==========       =======

   Basic earnings (loss) per share                           $   (0.18)      $  0.04      $    (1.37)      $  0.42
                                                             =========       =======      ==========       =======
   Diluted earnings (loss) per share                         $   (0.18)      $  0.04      $    (1.37)      $  0.42
                                                             =========       =======      ==========       =======

For the three months ended June 30, 2000, options to purchase 1,600,854 weighted
average shares of common stock at an average price of $11.06 per share were
outstanding. For the nine months ended June 30, 2000, options to purchase
1,598,515 weighted average shares of common stock at an average price of $11.15
per share were outstanding. These options were not included in the computation
of diluted earnings per share because the options' exercise prices were greater
than the average market price of the common shares and, therefore, the effect
would be anti-dilutive.

For the three months ended June 30, 1999, options to purchase 1,615,855 weighted
average shares of common stock at an average price of $11.22 per share were
outstanding. For the nine months ended June 30, 1999, options to purchase
1,509,082 weighted average shares of common stock at an average price of $11.33
per share were outstanding. These options were not included in the computation
of diluted earnings per share because the options' exercise prices were greater
than the average market price of the common shares and, therefore, the effect
would be anti-dilutive.

NOTE E: INVESTMENT IN UNCONSOLIDATED AFFILIATE

The Company owns 13,276,666 common shares of Albemarle & Bond Holdings, plc
("A&B"), representing 29.86% of A&B's outstanding shares.

The Company accounts for its investment in A&B using the equity method. Since
A&B's fiscal year ends three months prior to the Company's fiscal year, the
income reported by the Company for its investment in A&B is on a three month
lag. The income reported for the Company's nine month period ended June 30, 2000
represents its percentage interest in the results of A&B's operations, reduced
by the amortization of the excess purchase price over fair market value, from
July 1, 1999 to December 31, 1999 and an estimate of earnings for January 2000
through March 2000. The company plans to reconcile this amount during its fiscal
year ending September 30, 2000 after A&B's results have been reported to the
public. The company does not expect the actual results to differ materially from
this estimate.

                                        5

   8

NOTE F: DEBT

At June 30, 2000 the Company was not in compliance with the leverage and fixed
charge coverage ratio covenants of its credit agreement with several banks. The
Company has obtained a waiver with respect to these covenants at June 30, 2000.
The Company intends to amend its covenants prior to September 30, 2000 such that
no future non-compliance will be expected. However, this amendment is not yet
completed and the Company anticipates that, absent an amendment, it will again
be out of compliance with the same covenants at September 30, 2000. Accordingly,
the Company has classified its debt as a current liability. The credit agreement
matures December 3, 2001. The outstanding balance under the agreement bears
interest, payable monthly, at the agent bank's Prime Rate or Eurodollar rate
plus 0 to 450 basis points, depending on certain performance criteria. In
addition, the Company pays an unused commitment fee equal to a fixed rate of 25
basis points of the unused amount of the total commitment. At June 30, 2000, the
Company had $76 million outstanding under this credit agreement.

NOTE G: CONTINGENCIES

From time to time, the Company is involved in litigation relating to claims
arising from its normal business operations. Currently, the Company is a
defendant in several lawsuits, some of which involve claims for substantial
amounts. While the ultimate outcome of these lawsuits cannot be predicted at
this time, based upon consultation with its legal counsel, the Company believes
the resolution of these matters will not have a material adverse effect on the
Company's financial condition or results of operations. However, there can be no
assurance as to the ultimate outcome of these matters.

NOTE H: COMPREHENSIVE INCOME/(LOSS)

Comprehensive income/(loss) includes net income and other revenues, expenses,
gains and losses that are excluded from net income but are included as a
component of total shareholders' equity. Comprehensive loss for the three and
nine months ended June 30, 2000 was approximately $(2.2) million and $(16.3)
million, and the comprehensive income for the three and nine months ended June
30, 1999 was approximately $0.5 million and $5.0 million, respectively. The
difference between comprehensive income (loss) and net income (loss) results
primarily from the effect of foreign currency translation adjustments in
accordance with Statement of Financial Accounting Standards No. 52, "Foreign
Currency Translation." The accumulated balance of foreign currency activity
excluded from net income is presented in the Condensed Consolidated Balance
Sheets as "Accumulated other comprehensive income."

                                        6

   9

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The discussion in this section of this report contains forward-looking
statements that involve risks and uncertainties. The Company's actual results
could differ materially from those discussed herein. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
in this section and those discussed elsewhere in this report.

ACCOUNTING CHANGE

During the second quarter of fiscal 2000, the Company changed its method of
revenue recognition on pawn loans by reducing the accrual of pawn service charge
revenues to the estimated amount that will be realized through loan collection,
and recording forfeited collateral at the lower of the principal balance of the
loan or estimated market value. Previously, pawn service charges were accrued on
all loans, and the carrying value of the forfeited collateral was the lower of
cost (principal amount of loan plus accrued pawn service charges) or market. The
Company believes the new method of revenue recognition is preferable in that it
better aligns reported net revenues and earnings with current economic trends in
its business and the management of the Company. Additionally, the new method
improves the comparability of the Company's financial position and operating
result with similar companies. This change was made effective October 1, 1999,
the first day of the Company's fiscal year.

During the period of time between the inception of a pawn loan and the later
sale of the forfeited collateral, the change in accounting principle will not
affect the amount of net revenues or earnings reported by the Company. It will
affect only the timing of net revenues and earnings recognition. The new method
will more closely align net revenues and earnings recognition with the actual
collection of cash from loan payments and the sale of forfeited collateral.
Additionally, the new method will reduce the impact of short-term or permanent
changes in the market value of forfeited collateral on inventory reserve
requirements. In management's opinion, these factors will reduce the reliance
upon accounting estimates in reporting the Company's results of operations.

Management has implemented changes in the Company's operating practices and
taken other actions, including the modification of employee compensation
programs, to provide additional incentives for cash returns on capital employed.
Adoption of the new accounting method is consistent with these actions and will
present external financial statements on a basis more reflective of how the
Company is managed internally.

The new method has been applied as of the beginning of the current fiscal year
(October 1, 1999). The charge of $14.3 million included in the accompanying
income statement for the nine months ended June 30, 2000 represents the
cumulative effect of applying the new method retroactively (net of an income tax
benefit of $7.4 million). The pro forma amounts presented on the accompanying
statements of operations for prior periods represent the effect of retroactive
application assuming the new accounting method, net of related income taxes, to
prior periods.

                                        7

   10

Third Quarter Ended June 30, 2000 vs. Third Quarter Ended June 30, 1999

The following table sets forth selected, unaudited, consolidated financial data
with respect to the Company for the three months ended June 30, 2000 and 1999.

                                                                          THREE MONTHS ENDED              % OR
                                                                              JUNE 30, (a)                POINT
                                                                          2000           1999            CHANGE(b)
                                                                        --------       --------          ---------
                                                                                      (PRO FORMA)
                                                                                                 
                                    NET REVENUES:
                         Sales                                          $ 28,448       $ 29,124           (2.3)%
                         Pawn service charges                             13,511         14,086           (4.1)%
                         Other                                               279            215           29.8%
                                                                        --------       --------
                                Total revenues                            42,238         43,425           (2.7)%
                         Cost of goods sold                               16,085         17,083           (5.8)%
                                                                        -------        -------
                                Net revenues                            $ 26,153       $ 26,342           (0.7)%
                                                                        =======        =======
                   Other data:

                         Gross profit as a percent of sales                 43.5%          41.3%           2.2 pts.
                         Average annual inventory turnover                  1.6x           1.9x           (0.3)x
                         Inventory per store at end of the period       $    119       $    116            2.6%
                         Loan balance per store at end of period        $    136       $    159          (14.5)%
                         Average annualized yield on loan portfolio          128%           120%           8.0 pts.
                         Redemption rate                                      79%            77%           2.0 pts.
                   Expenses as a percent of total revenues:
                         Operating                                          48.9%          48.4%           0.6 pts.
                         Administrative                                     11.4%           8.3%           3.1 pts.
                         Depreciation and amortization                       5.9%           5.7%           0.2 pts.
                         Interest, net                                       2.8%           2.0%           0.8 pts.
                   Locations in operation:
                              Beginning of period                            336            318
                              Acquired                                       --               1
                              Established                                    --               7
                              Sold, combined or closed                       --             --
                                                                        --------       --------
                              End of period                                  336            326
                                                                        ========       ========

- ----------

   (a)   In thousands, except percentages, inventory turnover and store count.

   (b)   In comparing the period differences between dollar amounts or per store
         counts, a percentage change is used. In comparing the period
         differences between two percentages, a percentage point (pt.) change is
         used.

                                        8

   11

Nine Months Ended June 30, 2000 vs. Nine Months Ended June 30,1999

The following table sets forth selected, unaudited, consolidated financial data
with respect to the Company for the nine months ended June 30, 2000 and 1999.

                                                                                 NINE MONTHS ENDED           % OR
                                                                                    JUNE 30, (a)             POINT
                                                                                2000           1999        CHANGE(b)
                                                                             ---------      ---------      ---------
                                                                                           (PRO FORMA)
                                                                                                     
                    Net revenues:
                          Sales                                              $ 105,973      $  99,883         6.1%
                          Pawn service charges                                  43,086         43,125        (0.1)%
                          Other                                                    816            581        40.4%
                                                                             ---------      ---------

                              Total revenues                                   149,875        143,589         4.4%
                          Cost of goods sold                                    63,455         57,958         9.5%
                                                                             ---------      ---------
                              Net revenues                                   $  86,420      $  85,631         0.9%
                                                                             =========      =========
                    Other data:

                          Gross profit as a percent of sales                      40.1%          42.0%       (1.9) pts.
                          Average annual inventory turnover                       2.0x           2.1x        (0.1)x
                          Inventory per store at end of the period           $     119      $     116         2.6%
                          Loan balance per store at end of period            $     136      $     159       (14.5)%
                          Average annualized yield on loan portfolio               126%           121%        5.0 pts.
                          Redemption rate                                           79%            77%        2.0 pts.
                    Expenses as a percent of total revenues:
                          Operating                                               43.0%          42.7%        0.3 pts.
                          Administrative                                           9.6%           7.3%        2.3 pts.
                          Depreciation and amortization                            5.1%           4.8%        0.3 pts.
                          Interest, net                                            2.5%           1.8%        0.7 pts.
                    Locations in operation:
                          Beginning of period                                      331            286
                          Acquired                                                  --              4
                          Established                                                5             36
                          Sold, combined or closed                                  --             --
                                                                               -------      ---------
                          End of period                                            336            326
                                                                                ======      =========

- ----------

   (a)   In thousands, except percentages, inventory turnover and store count.

   (b)   In comparing the period differences between dollar amounts or per store
         counts, a percentage change is used. In comparing the period
         differences between two percentages, a percentage point (pt.) change is
         used.

                                        9
   12

RESULTS OF OPERATIONS

The following discussion compares results for the three and nine month periods
ended June 30, 2000 ("Fiscal 2000 Periods") to the three and nine month periods
ended June 30, 1999 ("Fiscal 1999 Periods"). The discussion should be read in
conjunction with the accompanying financial statements and related notes. For
purposes of management's discussion and analysis of results of operations and
financial condition, all comparisons to the Fiscal 2000 Periods reflect the pro
forma effects of applying the new accounting principle to the consolidated
financial statements as if the change had occurred on September 30, 1998.

The Company's primary activity is the making of small, non-recourse loans
secured by tangible personal property. The income earned on this activity is
pawn service charge revenue. For the three month Fiscal 2000 Period, pawn
service charge revenue decreased $0.6 million from the three month Fiscal 1999
Period to $13.5 million. This resulted from a decrease in same store pawn
service charge revenues ($1.0 million) primarily due to a 12 percent reduction
in average same store pawn loan balances, offset by an increase in pawn service
charge revenues from new stores not open the full three month period ($0.4
million). The annualized yield on the average pawn loan balance increased 8
percentage points from the three month Fiscal 1999 Period to 128 percent.

For the nine month Fiscal 2000 Period, pawn service charge revenue remained
unchanged from the nine month Fiscal 1999 Period of $43.1 million. This resulted
from an increase in pawn service charge revenues from new stores not open the
full nine month period ($2.6 million), offset by a decrease in same store pawn
service charge revenues ($2.6 million) primarily due to a 9 percent reduction in
average same store pawn loan balances. The annualized yield on the average pawn
loan balance increased 5 percentage points from the nine month Fiscal 1999
Period to 126 percent. Variations in the annualized loan yield, as we saw
between these periods, are due generally to changes in loan redemption rates and
a mix shift between loans with different yields.

A secondary, but related, activity of the Company is the sale of merchandise,
primarily collateral forfeited from its lending activity. For the three month
Fiscal 2000 Period, sales decreased $0.7 million from the three month Fiscal
1999 Period to approximately $28.4 million. This resulted from a decrease in
same store merchandise sales ($2.1 million) offset by an increase in new store
sales ($1.0 million) and an increase in jewelry which was sold to scrap dealers
or through wholesale channels ($0.4 million). Annualized inventory turnover for
the three month Fiscal 2000 Period, at 1.6 times, was lower than the Fiscal 1999
Period's 1.9 times.

For the nine month Fiscal 2000 Period, sales increased $6.1 million from the
Fiscal 1999 Period to $106.0 million. This resulted from an increase in new
store sales ($7.7 million), and an increase in jewelry sold to scrap dealers or
through wholesale channels ($0.6 million), offset by a decrease in same store
merchandise sales ($2.2 million). Annualized inventory turnover, at 2.0 times,
was lower in the nine month Fiscal 2000 Period compared to the nine month Fiscal
1999 Period.

For the three month Fiscal 2000 Period, gross profits as a percentage of sales
increased 2.2 percentage points from the three month Fiscal 1999 Period to 43.5
percent. This increase results from higher gross margins on merchandise sales
(3.4 percentage points), a decrease in inventory shrinkage when measured as a
percentage of merchandise sales (down 0.3 of a percentage point to approximately
1.0 percent) offset by lower gross margins on wholesale and scrap jewelry sales
(1.5 of a percentage point).

For the nine month Fiscal 2000 Period, gross profits as a percentage of sales
decreased 1.9 percentage points from the nine month Fiscal 1999 Period to 40.1%.
This decrease results from lower margins on both merchandise sales (1.2
percentage points) and wholesale and scrap jewelry sales (0.8 of a percentage
point), offset by a decrease in inventory shrinkage when measured as a
percentage of merchandise sales (down 0.1 of a percentage point to approximately
1.1 percent).

In the three month Fiscal 2000 Period, operating expenses as a percentage of
total revenues increased 0.6 percentage points from the three month Fiscal 1999
Period to 48.9 percent, primarily from 10 new stores (2.5 percentage points),
offset by a decrease in same store operating expenses (1.9 percentage points).
Administrative expenses increased 3.1 percentage points to 11.4 percent,
primarily due to non-capitalizable software development costs (1.5 of a
percentage point) and higher labor expense (0.8 percentage points).

                                       10

   13

In the nine month Fiscal 2000 Period, operating expenses as a percentage of
total revenues increased 0.3 of a percentage point from the 1999 Period to 43
percent. This increase results primarily from new stores (4.6 of a percentage
point), offset by a reduction in same store operating expenses (4.3 of a
percentage point). Administrative expenses increased 2.3 percentage points to
9.6 percent, primarily from higher labor expense (0.5 of a percentage point),
the write-down of a past due note receivable (0.3 of a percentage point), and
non-capitalizable software development costs (0.3 of a percentage point).

For the three month and nine month Fiscal 2000 Period, interest expense as a
percent of total revenue increased by 0.8 and 0.7 of a percentage point,
respectively, from the Fiscal 1999 Periods due to increased average debt
balances and higher interest rates.

The Company is examining several means to improve operating performance,
including rationalizing under-performing markets and stores, as well as cost
reductions in certain areas.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities for the nine month Fiscal 2000 Period
was $9.8 million compared to $5.5 million provided in the Fiscal 1999 Period, an
increase of $4.3 million. The impact of lower net income levels was more than
offset by decreases in inventory and other operating assets and larger non-cash
items such as depreciation and amortization. The change in accounting principle
had no impact on cash generated from operating activities. Net cash used in
investing activities was $4.2 million for the Fiscal 2000 Period compared to
$26.5 million used in the Fiscal 1999 Period. The change is due to larger
decreases in pawn loan balances in the Fiscal 2000 Period compared to the Fiscal
1999 Period, lower levels of capital expenditures and investments, and proceeds
of $4.1 million from the sale of certain assets.

In the Fiscal 2000 Period, the Company invested approximately $15.0 million to
upgrade or replace existing equipment and computer systems, open five newly
established stores, and make improvements to several existing stores. The
Company funded these expenditures from cash flow provided by operating
activities while reducing bank borrowings by approximately $7.0 million. The
Company plans to significantly reduce its new store expansion. The Company
anticipates that cash flow from operations and funds available under its bank
line of credit will be adequate to fund limited capital expenditures and working
capital requirements for the remainder of the fiscal year. However, there can be
no assurance that the Company's cash flow from operating activities and funds
available under the line of credit will be adequate for these expenditures.

At June 30, 2000 the Company was not in compliance with the leverage and fixed
charge coverage ratio covenants of its credit agreement with several banks. The
Company has obtained a waiver with respect to these covenants at June 30, 2000.
The Company intends to amend its covenants prior to September 30, 2000 such that
no future non-compliance will be expected. However, this amendment is not yet
completed and the Company anticipates that, absent an amendment, it will again
be out of compliance with the same covenants at September 30, 2000. Accordingly,
the Company has classified its debt as a current liability.

SEASONALITY

Historically, pawn service charge revenues are highest in the fourth fiscal
quarter (July, August and September) due to higher loan demand during the summer
months and merchandise sales are highest in the first and second fiscal quarters
(October through March) due to the holiday season and tax refunds.

QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion about the Company's market risk disclosures involves
forward-looking statements. Actual results could differ materially from those
projected in the forward-looking statements. The Company is exposed to market
risk related to changes in interest rates and foreign currency exchange rates.
The Company does not use derivative financial instruments.

The Company's earnings are affected by changes in interest rates due to the
impact those changes have on its variable-rate debt instruments. The majority of
the Company's long-term debt at June 30, 2000 is comprised of variable-rate debt
instruments. At June 30, 2000, the interest rate on the majority of the
Company's variable-rate debt instruments was 131 basis points higher than it was
at September 30, 1999. If interest rates average 131 basis points more during
fiscal 2000, the Company's interest expense for the year would increase by
approximately $0.8 million. This amount is determined by considering the impact
of the recent interest rate increase on the Company's variable rate long-term
debt at June 30, 2000.

                                       11

   14

The Company's earnings and financial position are affected by foreign exchange
rate fluctuations related to the equity investment in Albemarle & Bond Holdings,
plc ("A&B"). A&B's functional currency is the U.K. pound. The U.K. pound
exchange rate can directly and indirectly impact the Company's results of
operations and financial position in several ways, including potential economic
recession in the U.K. resulting from a devalued pound. The impact on the
Company's financial position and results of operations of a hypothetical change
in the exchange rate between the U.S. dollar and the U.K. pound cannot be
reasonably estimated. The translation adjustment representing the weakening in
the U.K. pound during the quarter ended June 30, 2000 was approximately $0.1
million. On June 30, 2000, the U.K. pound closed at 0.6583 to 1.00 U.S. dollar,
an increase from 0.6186 at December 31, 1999. No assurance can be given as to
the future valuation of the U.K. pound and how further movements in the pound
could effect future earnings or the financial position of the Company.

FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statement of historical information provided herein are
forward-looking and may contain information about financial results, economic
conditions, trends and known uncertainties. The Company cautions the reader that
actual results could differ materially from those expected by the Company
depending on the outcome of certain factors, including without limitation (i)
fluctuations in the Company's inventory and loan balances, inventory turnover,
average yield on loan portfolio, redemption rates, labor and employment matters,
competition, operating risk, acquisition and expansion risk, liquidity and
capital requirements, the Company's ability to amend its credit agreement with
mutually satisfactory terms, and the effect of government and environmental
regulations and (ii) adverse changes in the market for the Company's services.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligations to release publicly the results of any revisions to these
forward-looking statements which may be made to reflect events or circumstances
after the date hereon, including without limitation, changes in the Company's
business strategy or planned capital expenditures, or to reflect the occurrence
of unanticipated events.

                                       12

   15

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

From time to time, the Company is involved in litigation relating to claims
arising from its normal business operations. Currently, the Company is a
defendant in several lawsuits. Some of these lawsuits involve claims for
substantial amounts. While the ultimate outcome of these lawsuits cannot be
ascertained, after consultation with counsel, the Company believes the
resolution of these suits will not have a material adverse effect on the
Company's financial condition or results of operations. However, there can be no
assurance as to the ultimate outcome of these matters.

ITEM 2.  CHANGES IN SECURITIES

Not Applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

At June 30, 2000, the Company obtained a waiver from its credit agreement
lenders for the breach of its leverage ratio covenant and its fixed charge
coverage ratio covenant at that date.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable

ITEM 5.  OTHER INFORMATION

Not Applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)   EXHIBIT                                             INCORPORATED BY
           NUMBER               DESCRIPTION                      REFERENCE TO

            10.80    Limited Waiver between the Company and    Filed herewith
                     Wells Fargo Bank Texas, N.A., as Agent
                     and Issuing Bank, re:  $85 million
                     Revolving Credit Loan.

            27       Financial Data Schedule                   Filed herewith

     (b)   Reports on Form 8-K

           The Company has not filed any reports on
           Form 8-K for the quarter ended June 30,
           2000.

                                       13

   16

                                    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 thereunto duly authorized.

                                  EZCORP, INC. (Registrant)

Date: August 14, 2000             By: /s/ DAN N. TONISSEN
                                     ------------------------------------------
                                          (Signature)

                                  Daniel N. Tonissen
                                  Senior Vice President,
                                  Chief Financial Officer & Director

                                       14

   17

                               INDEX TO EXHIBITS

EXHIBIT
NUMBER                                        DESCRIPTION
- -------                                       -----------

   10.80            Limited Waiver between the Company and Wells Fargo Bank Texas, N.A., as Agent
                    and Issuing Bank, re: $85 million Revolving Credit Loan.

   27               Financial Data Schedule

   1
                                                                   EXHIBIT 10.80

                                  EZCORP, INC.

                                 LIMITED WAIVER

                             AS OF AUGUST 14, 2000

                  WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION

                                    AS AGENT

                                      AND

                                  ISSUING BANK
   2
                             As of August 14, 2000

EZCORP, INC.
1901 Capitol Parkway
Austin, Texas 78746

         Re: Limited Waiver

Gentlemen:

         Reference is hereby made to that certain Credit Agreement dated as of
December 10, 1998 (as the same has been amended, supplemented or modified from
time to time, the "Credit Agreement"), among EZCORP, INC., a Delaware
corporation (the "Borrower"), each of the Lenders and Wells Fargo Bank Texas,
National Association (successor by consolidation to Wells Fargo Bank (Texas),
National Association), as Agent for itself and the other Lenders and as the
Issuing Bank. All capitalized terms used and not otherwise defined herein shall
have their respective meanings as set forth in the Credit Agreement.

         The Borrower has notified the Agent and the Lenders it is not in
compliance with Sections 10.2 (Leverage Ratio) and 10.5 (Fixed Charge Coverage
Ratio) of the Credit Agreement for the Fiscal Quarter ended June 30, 2000
(herein the "Financial Covenant Violations") and has requested the Agent and
Lenders not exercise any remedies as a result of such Financial Covenant
Violations.

         The Agent, the Lenders and the Issuing Bank hereby agree (i) not to
exercise any remedies under the Loan Documents solely as a result of the
Financial Covenant Violations, and (ii) to continue to make Advances and issue
Letters of Credit as long as all the conditions precedent set forth in Section
6.2 of the Credit Agreement are complied with, except only any non-compliance
which results solely as a result of the Financial Covenant Violations, in each
case of (i) and (ii), from June 30, 2000 through and including September 15,
2000 (herein the "Limited Waiver"). Subsequent to September 15, 2000, the Agent
and the Lenders may exercise any and all remedies as a result of the Financial
Covenant Violations.

         In connection with the Limited Waiver, Borrower agrees
contemporaneously with the execution and delivery hereof, to pay to the Agent
for the pro rata benefit of the Lenders based on the Commitments a fee in the
amount of Two Hundred Thousand Dollars ($200,000.00).

         The Limited Waiver is effective only to the extent specifically stated
above and is limited as specified herein. Except as expressly stated herein,
the Limited Waiver shall not be construed as a consent to or waiver of any
Default which may now exist or hereafter occur or any violation of any term,
covenant or provision of the Credit Agreement or any other Loan Document. All
rights and remedies of the Lenders and the Agent are hereby expressly reserved
with respect to any such other violation or Default. The Limited Waiver does
not affect or diminish the right of the Agent and the Lenders to require strict
performance by the Borrower and each Guarantor of each provision of any Loan
Document to which it is a party, except as expressly provided herein. All terms
and provisions of, and all rights and remedies of the Agent and the Lenders
under, the Loan Documents shall continue in full force and effect and are
hereby confirmed and ratified in all respects.

   3

         IN ADDITION, TO INDUCE THE AGENT, THE LENDERS AND THE ISSUING BANK TO
AGREE TO THE LIMITED WAIVER, BORROWER AND EACH GUARANTOR REPRESENT AND WARRANT
THAT AS OF THE DATE OF THEIR EXECUTION OF THIS LETTER AGREEMENT THERE ARE NO
CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO THEIR OBLIGATIONS
UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH EACH OF THEM:

                  (a) WAIVER. WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, DEFENSES
         OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE
         OF ITS EXECUTION OF THIS LETTER AGREEMENT, AND

                  (b) RELEASE. RELEASES AND DISCHARGES THE AGENT, THE LENDERS
         AND THE ISSUING BANK, AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
         EMPLOYEES, AGENTS, SHAREHOLDERS, AFFILIATES AND ATTORNEYS
         (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS,
         INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS
         WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW
         OR EQUITY, WHICH THE BORROWER OR ANY GUARANTOR EVER HAD, NOW HAS,
         CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO
         THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR
         THE TRANSACTIONS CONTEMPLATED THEREBY AND HEREBY.

         THIS LETTER AGREEMENT EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO RELATING TO THE LIMITED WAIVER SET FORTH HEREIN AND SUPERSEDES
ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS,
WHETHER WRITTEN OR ORAL, RELATING TO THE LIMITED WAIVER SET FORTH HEREIN AND
MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO
ORAL AGREEMENTS AMONG THE PARTIES HERETO.

         THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA. This letter agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
shall be an original and all of which taken together shall constitute one and
the same letter agreement. This letter agreement shall not be effective unless
and until the Agent, the Lenders, the Issuing Bank, the Borrower and the
Guarantors each have executed and delivered a counterpart hereof, whereupon
this letter agreement shall be effective as of the date first above written.
Signatures transmitted by facsimile shall be effective as originals.

                                      -2-
   4

         By executing this letter agreement in the spaces provided below, (a)
the Agent, the Lenders and the Issuing Bank agree to the terms, conditions and
provisions hereof, (b) the Borrower agrees to the terms, conditions and
provisions hereof, and (c) the Guarantors (i) consent and agree to the Limited
Waiver and the other terms, conditions and provisions hereof, and (ii) agree
that the Guaranties and all other Loan Documents to which the Guarantors,
respectively, are a party are, and shall continue to be, in full force and
effect and are hereby confirmed and ratified in all respects.

                              AGENT AND LENDERS AND ISSUING BANK:

                              WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,
                              as Agent and as a Lender and as Issuing Bank

                              By:
                                 ----------------------------------------------
                                 Name:
                                      -----------------------------------------
                                 Title:
                                       ----------------------------------------

                                      -3-
   5

                                   BANK ONE, TEXAS, NATIONAL ASSOCIATION

                                   By:
                                      -----------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------

                                   GUARANTY FEDERAL BANK, F.S.B.

                                   By:
                                      -----------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------

                                   COMERICA BANK-TEXAS

                                   By:
                                      -----------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------

                                   THE CHASE MANHATTAN BANK
                                   (successor by merger to
                                   Chase Bank of Texas, National Association)

                                   By:
                                      -----------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------

ACCEPTED AND AGREED TO
as of the date first above written:

BORROWER:

EZCORP, INC.

By:
   --------------------------------
   Name:
        ---------------------------
   Title:
         --------------------------

                                      -4-
   6

GUARANTORS:

EZPAWN ALABAMA, INC.
EZPAWN ARKANSAS, INC.
EZPAWN COLORADO, INC.
EZPAWN FLORIDA, INC.
EZPAWN GEORGIA, INC.
EZPAWN HOLDINGS, INC.
EZPAWN INDIANA, INC.
EZPAWN LOUISIANA, INC.
EZPAWN NEVADA, INC.
EZPAWN NORTH CAROLINA, INC.
EZPAWN OKLAHOMA, INC.
EZPAWN TENNESSEE, INC.
TEXAS EZPAWN MANAGEMENT, INC.
EZ CAR SALES, INC.
EZPAWN CONSTRUCTION, INC.
EZPAWN KANSAS, INC.
EZPAWN KENTUCKY, INC.
EZPAWN MISSOURI, INC.
EZPAWN SOUTH CAROLINA, INC.
EZCORP INTERNATIONAL, INC.
EZ MONEY NORTH CAROLINA, INC.

By:
   ------------------------------------
   Name:
        -------------------------------
   Title:
         ------------------------------

TEXAS EZPAWN L.P.

By: TEXAS EZPAWN MANAGEMENT, INC.,
    its sole general partner

    By:
       --------------------------------
       Name:
            ---------------------------
       Title:
             --------------------------

                                      -5-

 5

                   9-MOS
                          SEP-30-2000
                             OCT-01-1999
                               JUN-30-2000
                                           1,229
                                         0
                                   54,345
                                         0
                                     39,976
                               108,428
                                         109,165
                                  43,900
                                 209,180
                           87,853
                                              0
                                0
                                          0
                                           120
                                     119,021
                   209,180
                                        105,973
                               149,875
                                           63,455
                                  149,548
                                     0
                                     0
                               3,728
                                (3,185)
                                   (1,019)
                            (2,166)
                                       0
                                      0
                                     (14,344)
                                  (16,510)
                                     (1.37)
                                   (1.37)