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8-K - 8-K - Advance America, Cash Advance Centers, Inc.a12-5243_38k.htm

Exhibit 99.1

 

GRAPHIC

 

FOR IMMEDIATE RELEASE

Jamie Fulmer (864) 342-5633

jfulmer@advanceamerica.net

 

Advance America Reports 2011 Earnings per Share of $1.09

 

SPARTANBURG, S.C., February 22, 2012 — Advance America, Cash Advance Centers, Inc. (NYSE: AEA) today reported the results of its operations for the year and quarter ended December 31, 2011.

 

Highlights:

 

·                  Diluted earnings per share for the year and quarter of $1.09 and $0.43, respectively, compared to diluted earnings per share of $0.58 and $0.26 for the same periods in 2010.

 

·                  Net income for the year and quarter of $67.6 million and $26.5 million, respectively.

 

·                  Center gross profit for the year and quarter of $181.2 million and $57.8 million, respectively, an increase of 16.8% and 28.4% over the same periods in 2010.

 

·                  Cash flow from operations for the year ended December 31, 2011, increased 35.1% over the same period in 2010 to $181.7 million.

 

·                  EBITDA for the year of $123.4 million, an increase of 44.6% over the comparable prior-year period.

 

·                  The Company decided to exit both the United Kingdom and Canada by the end of 2012. This decision is the result of continued negative performance in both markets. As of December 31, 2011 the Company had 33 centers and 13 limited licensees in the United Kingdom and 10 Centers in Canada.

 



 

·                  On October 10, 2011, the Company completed its previously disclosed purchase of substantially all of the assets of CompuCredit Corporation’s retail storefront consumer finance business, consisting of approximately 300 centers located in Alabama, Colorado, Kentucky, Ohio, Oklahoma, Mississippi, South Carolina, Tennessee, and Wisconsin.

 

·                  On December 5, 2011, the Company entered into a $300.0 million credit agreement which provides a $200.0 million revolving line of credit, and a term loan of $100.0 million.  The credit agreement matures in December 2016.

 

·                  As previously disclosed, on February 15, 2012 the Company and subsidiaries of Grupo Elektra S.A. de C.V. entered into a merger agreement under which subsidiaries of Grupo Elektra will acquire all of the outstanding shares of the Company for $10.50 per share in cash.

 

Operating Results of Year and Quarter ended December 31, 2011:

 

Revenues

 

For the year and quarter ended December 31, 2011, total revenues increased to $625.9 million and $182.2 million, respectively, compared to $600.2 million and $160.3 million for the same periods in 2010.

 

Excluding operations in the United Kingdom and Canada, total revenues for the year ended December 31, 2011 increased 3.9% to $616.7 million, compared to $593.4 million for the same period in 2010.

 

Provision for Doubtful Accounts

 

The provision for doubtful accounts as a percentage of total revenues for the year ended December 31, 2011 was 17.2%, compared to 17.4% for the same period in 2010.

 

The provision for doubtful accounts as a percentage of total revenues for the quarter ended December 31, 2011 was 18.5%, compared to 20.7% for the same period in 2010.

 



 

The Company sold $4.8 million of previously written-off receivables during the year and quarter ended December 31, 2011, compared to $0.7 million during the year ended December 31, 2010, and did not sell any previously written-off receivables during the quarter ended December 31, 2010.

 

Expenses and Center Gross Profit

 

Total marketing expenses for the year ended December 31, 2011 were $21.4 million or 3.4% of revenues, compared to $20.9 million or 3.5% of revenues for the same period in 2010.  For the quarter ended December 31, 2011, the Company’s advertising expense was $5.9 million, or 3.2% of total revenues, compared to $5.2 million, or 3.2% of total revenues, for the same period in 2010.

 

Total center expenses for the year and quarter ended December 31, 2011 were $444.6 million and $124.4 million, respectively, compared to $445.1 million and $115.2 million for the same periods in 2010.  Center expenses were higher during the quarter ended December 31, 2011 due to the Company’s acquisition of approximately 300 centers on October 10, 2011.

 

Center gross profit increased 16.8% to $181.2 million for 2011 from $155.1 million in 2010.  For the quarter ended December 31. 2011, center gross profit was $57.8 million, an increase of 28.4% over the $45.0 million for the same period in 2010. Excluding operations in the United Kingdom and Canada, center gross profit for the year ended December 31, 2011 increased 19.2% to $186.8 million, compared to $156.7 million for the same period in 2010. Center gross profit for the quarter ended December 31, 2011 was positively affected by the Company’s acquisition of approximately 300 centers on October 10, 2011.

 

General and administrative expenses were $61.3 million for year ended December 31, 2011, compared to $62.5 million for the same period in 2010.

 



 

General and administrative expenses for the quarter ended December 31, 2011 were $17.0 million, compared to $14.9 million for the same period in 2010.  Excluding operations in the United Kingdom and Canada, general and administrative expenses for the year ended December 31, 2011 were $57.5 million compared to $60.4 million for the same period in 2010. The Company incurred $1.3 million and $0.6 million in general and administrative expenses for the year and quarter ended December 31, 2011, respectively, as a result of its acquisition of approximately 300 centers on October 10, 2011 and the negotiations with Grupo Elektra.

 

Income before Income Taxes

 

Income before income taxes for 2011 was $105.3 million, compared to $65.8 million for the same period in 2010.  Income before income taxes for the quarter ended December 31, 2011 increased to $31.4 million, compared to $28.3 million for the same period in 2010.

 

The Company had legal settlement expenses of $0.02 million for 2011 and $18.6 million for 2010.

 

Excluding legal settlements and operations in the United Kingdom and Canada, income before income taxes for 2011 and 2010 was $121.5 million and $88.2 million, respectively.

 

Income Tax Rate

 

The effective income tax rate as a percentage of income before income taxes was 35.8% and 45.7% for the year ended December 31, 2011 and 2010, respectively.  The decrease in the effective tax rate in 2011 is primarily a result of an increase in pre-tax earnings and the Company’s decision to divest its operations in the United Kingdom during 2012 and write-off that investment at December 31, 2011.

 



 

Net Income and Earnings per Share

 

Net income for 2011 increased to $67.6 million, compared to $35.8 million for 2010. Net income for the quarter ended December 31, 2011 increased to $26.5 million, compared to $15.8 million for the same period in 2010.

 

Diluted earnings per share were $1.09 for the year ended December 31, 2011, compared to $0.58 for the same period in 2010.  For the quarter ended December 31, 2011, diluted earnings per share were $0.43 compared to $0.26 for the same period in 2010.

 

Cash Flow from Operations

 

Cash flow from operations for the year ended December 31, 2011, increased 35.1% to $181.7 million, compared to $134.5 million for the same period in 2010.

 

As of December 31, 2011, the Company had $13.2 million outstanding under its revolving credit facility, $100.0 million outstanding on a term loan and $35.3 million in cash and cash equivalents, compared to $111.9 million outstanding under its revolving credit facility and $26.9 million in cash and cash equivalents on December 31, 2010.

 

As of February 20, 2012, the Company had no borrowings outstanding under its revolving credit facility, $99.0 million outstanding on a term loan and $74.8 million in cash and cash equivalents.

 

EBITDA

 

EBITDA increased 44.6% to $123.4 million for the year ended December 31, 2011, compared to $85.3 million for the same period in 2010. EBITDA as a percentage of revenue was 19.7% for the year ended December 31, 2011, compared to 14.2% for the same period in 2010. EBITDA is defined in the detailed reconciliation of this non-GAAP financial measure provided elsewhere in this release.

 

Excluding operations in the United Kingdom and Canada, and legal settlements, EBITDA for the year ended December 31, 2011 increased 29.5% to $138.8 million, compared to $107.2 million for the same period in 2010.

 



 

States affected by Legislative and Regulatory Changes

 

As we have previously disclosed, the Company continues to be negatively affected by regulatory changes in a number of states that have reduced the Company’s revenue and profitability. In 2011 the Company’s results were affected by regulatory changes in Colorado, Illinois, Virginia, Washington, and Wisconsin. Combined revenues in these five states, excluding centers acquired from CompuCredit Corporation, were $45.1 million and $10.8 million for the year and quarter ended December 31, 2011, compared to $69.6 million and $16.4 million for the same periods in 2010.

 

Excluding revenues in those states and those acquired from CompuCredit, total revenues in the United States for the year and quarter ended December 31, 2011, increased 6.1% and 6.9%, respectively, compared to the same periods in 2010.

 

Same Center Revenues

 

For the quarter ended December 31, 2011, total revenues in the United States, excluding those centers acquired from CompuCredit Corporation, for the Company’s centers opened prior to October 1, 2010 and still open as of December 31, 2011 increased 4.1% compared to the same period in 2010.

 

Excluding those centers acquired from CompuCredit Corporation and the centers in the five states mentioned above that were negatively affected by regulatory changes, total revenues from the Company’s centers opened prior to October 1, 2010 and still open as of December 31, 2011 increased 7.5% for the quarter ended December 31, 2011, compared to the same period in 2010.

 

Center Closings and Openings

 

During the quarter ended December 31, 2011, the Company closed or consolidated 20 centers in eight different states and Canada.  The Company had approximately $1.1 million of center closing costs during the quarter ended December 31, 2011, compared to $0.4 million during the same period in 2010. Closing costs include severance, center tear-

 



 

down costs, lease termination costs, and the write-down of fixed assets.  The Company opened a total of seven centers during the quarter ended December 31, 2011.

 

As of December 31, 2011, the Company had an operating network of 2,584 centers and 13 limited licensees in 29 states, the United Kingdom and Canada.

 

Acquisition of Approximately 300 Retail Locations

 

On October 10, 2011, the Company completed its previously disclosed purchase of substantially all of the assets of CompuCredit Corporation’s retail storefront consumer finance business consisting of approximately 300 centers located in Alabama, Colorado, Kentucky, Ohio, Oklahoma, Mississippi, South Carolina, Tennessee, and Wisconsin.  The purchase price was approximately $46.2 million.

 

The acquired centers contributed $17.7 million in revenue and $4.1 million in center gross profit during the quarter and year ended December 31, 2011.

 

Operations in United Kingdom and Canada

 

Due to the continued negative performance of operations in the United Kingdom and Canada, the Company is pursuing strategic alternatives, including the divesture of these operations, which would allow it to exit the United Kingdom and Canada by the end of 2012.

 

As a result, the Company recorded expenses of approximately $8.0 million, including impairment of goodwill of $4.3 million, impairment of fixed assets of $2.4 million, write-down of receivables of $0.8 million, and other expenses of approximately $0.5 million during the quarter ended December 31, 2011.  During the first six months of 2012, the Company expects to incur approximately $3.6 million of additional center closing costs with respect to operations in the United Kingdom and Canada.  Closing costs include severance, center tear-down costs, lease termination costs, and other professional fees.

 

For the year ended December 31, 2011, revenues from the Company’s operations in the

 



 

United Kingdom and Canada were $9.1 million.  For the year ended December 31 2011, center gross loss from operations in the United Kingdom and Canada was $5.6 million.

 

Acquisition by Grupo Elektra

 

As previously announced, the Company and subsidiaries of Grupo Elektra entered into a merger agreement on February 15, 2012 under which subsidiaries of Grupo Elektra will acquire all of the outstanding shares of the Company for $10.50 per share in cash. The acquisition will represent Grupo Elektra’s first major investment in the U.S. financial services market.

 

Under the terms of the merger agreement, the Company may solicit acquisition proposals from third parties until March 31, 2012, and, subject to the terms of the merger agreement, may at any time, until the approval of the merger by the Company’s stockholders, respond to an unsolicited proposal that its Board of Directors determines would be reasonably likely to result in a superior proposal. The Board of Directors, with the assistance of its advisors, is actively soliciting acquisition proposals during this period. There can be no assurance that this process will result in a superior proposal.

 

The transaction is subject to customary closing conditions, including receipt of regulatory approvals and approval by the Company’s stockholders.

 

Key Operating Metrics

 

The average amount of a cash advance made (excluding installment loans in Illinois, Colorado, lines of credit in Virginia, and centers acquired from CompuCredit) during 2011 was $375 compared to $370 during 2010. The average fee on all cash advances made was approximately $55 for both 2011 and 2010.

 

The total principal amount of cash advances originated during 2011 (excluding installment loans in Illinois, and Colorado, lines of credit in Virginia and centers acquired from CompuCredit Corporation) was approximately $3.9 billion, compared to $3.7 billion during 2010.

 



 

The average duration of all cash advances completed (excluding installment loans in Illinois, and Colorado, lines of credit in Virginia, and centers acquired from CompuCredit Corporation) was approximately 18.2 days for 2011 compared to 18.0 days for 2010.

 

Quarterly Dividend

 

As previously announced, on February 15, 2012 the Company’s Board of Directors declared a regular quarterly dividend of $0.0625 per share.  The dividend, the Company’s 29th consecutive quarterly dividend, will be payable on March 9, 2012 to stockholders of record as of February 27, 2012.

 

Since its initial public offering in December 2004, the Company has returned approximately $404.1 million in cash to its stockholders through the repurchase of shares and the payment of quarterly dividends.

 

# # #

 

The Company discloses in this press release its earnings before interest expense, income based taxes, depreciation and amortization (“EBITDA”). EBITDA, which is a “non-GAAP financial measure” as defined under the rules of the SEC, is intended as a supplemental measure of the Company’s performance that is not required by, or presented in accordance with; U.S. generally accepted accounting principles (“GAAP”). The Company presents EBITDA because it believes that, when viewed with the Company’s GAAP results and the accompanying reconciliation, EBITDA provides useful information about its operating performance. Additionally, the Company believes that EBITDA is commonly used by investors to assess a company’s leverage capacity, liquidity and financial performance.  However, EBITDA should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP or as an alternative to cash flows from operating activities or any other liquidity measure derived in accordance with GAAP. The Company’s presentation of EBITDA should not be construed to imply that its future results will be unaffected by unusual or nonrecurring items.

 


 


 

The following table provides a reconciliation of net income to EBITDA (in thousands):

 

 

 

Trailing Twelve Months
Ended
December 31

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Net income

 

$

67,623

 

$

35,763

 

Adjustments:

 

 

 

 

 

Income tax expense

 

37,717

 

30,048

 

Depreciation and amortization

 

13,515

 

14,720

 

Interest expense, net

 

4,518

 

4,784

 

Earnings before interest, taxes, depreciation and amortization

 

$

123,373

 

$

85,315

 

 

 

 

 

 

 

EBITDA margin calculated as follows:

 

 

 

 

 

Total revenues

 

$

625,856

 

$

600,233

 

Earnings from operations before interest, taxes, depreciation and amortization

 

123,373

 

85,315

 

EBITDA as a percent of revenue

 

19.7

%

14.2

%

 

About Advance America, Cash Advance Centers, Inc.

 

Founded in 1997, Advance America, Cash Advance Centers, Inc. (NYSE: AEA) is the country’s leading provider of non-bank cash advance services, with approximately 2,600 centers and 13 limited licensees in 29 states, the United Kingdom, and Canada. The Company offers convenient, less-costly credit options to consumers whose needs are not met by traditional financial institutions. The Company is a founding member of the Community Financial Services Association of America (CFSA), whose mission is to promote laws that provide substantive consumer protections and to encourage responsible industry practices. Please visit www.advanceamerica.net for more information.

 

Forward-Looking Statements and Information:

 

Certain statements contained in this release may constitute “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.  Forward-looking statements provide our current expectations, beliefs, or forecasts of future events.  These statements can be identified by the fact that they do not relate strictly to historical or current facts.  They use words such as “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “may,” “will,” “should,” “would,” “could,” “estimate,” “continue,” and other words and terms of similar meaning in conjunction with a discussion of future operating or financial performance. You should read statements that contain these words carefully, because they discuss our future expectations, contain projections of our future results of operations or of our financial position, or state

 



 

other “forward-looking” information. Forward-looking statements involve substantial risks and uncertainties, which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements.  Such differences may result from a variety of factors, including but not limited to: (i) the occurrence of any event or other circumstance that could lead to the termination of the definitive merger agreement with Grupo Elektra; (ii) the inability to consummate the proposed merger due to the failure to obtain stockholder approval; (iii) risks related to disruption of management’s attention from our ongoing business operations due to the proposed merger; (iv) the effect of the announcement of the proposed merger on our operating results and business generally; and (v) the need to obtain certain consents and approvals and satisfy certain conditions to closing of the proposed merger. (vi) the ability to execute our long-term strategy and to manage operational efficiencies across a national footprint); (vii) legislative and regulatory developments in our industry; (viii) our ability to integrate acquired assets in a manner that will be accretive to our earnings, strengthen the consumer demand for and access to our short-term credit products, and provide immediate long-term added value to our shareholders. More information about Advance America and other risks related to the Company are detailed in our Annual Report on Form 10-K for the year ended December 31, 2010 and in “Part II. Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 as filed with the Securities and Exchange Commission (the “SEC”).  We do not have any intention, and do not undertake, to update any forward-looking statements to reflect events or circumstances arising after the date hereof, whether as a result of new information, future events or otherwise

 

Important Additional Information and Where to Find It

 

The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding the Company at www.sec.gov. In addition, any materials the Company files with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

 

Participants in Solicitation

 

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from our stockholders in connection with the transaction.  Information about our directors and executive officers and their holdings of our securities is set forth in the proxy statement for our 2011Annual Meeting of Stockholders, which was filed with the SEC on April 14, 2011.  Stockholders may obtain additional information regarding the interests of our directors and officers by reading the proxy statement and other relevant documents regarding the transaction, when filed with the SEC.

 



 

Consolidated Statements of Income

Quarter and Year Ended December 31, 2010 and 2011

(in thousands, except per share data)

 

 

 

Quarter Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2010

 

2011

 

2010

 

2011

 

 

 

 

 

(unaudited)

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Total Revenues

 

$

160,250

 

$

182,215

 

$

600,233

 

$

625,856

 

 

 

 

 

 

 

 

 

 

 

Center Expenses:

 

 

 

 

 

 

 

 

 

Salaries and related payroll costs

 

44,462

 

48,578

 

179,617

 

182,465

 

Provision for doubtful accounts

 

33,128

 

33,700

 

104,228

 

107,911

 

Occupancy costs

 

20,253

 

21,872

 

87,457

 

82,790

 

Center depreciation expense

 

2,210

 

1,953

 

9,806

 

8,147

 

Advertising expense

 

5,166

 

5,903

 

20,898

 

21,371

 

Other center expenses

 

10,022

 

12,406

 

43,124

 

41,964

 

Total center expenses

 

115,241

 

124,412

 

445,130

 

444,648

 

Center gross profit

 

45,009

 

57,803

 

155,103

 

181,208

 

 

 

 

 

 

 

 

 

 

 

Corporate and Other Expenses (Income):

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

14,905

 

16,976

 

62,527

 

61,317

 

Legal settlements

 

24

 

23

 

18,608

 

23

 

Corporate depreciation and amortization expense

 

468

 

1,178

 

2,306

 

2,999

 

Interest expense

 

1,293

 

1,385

 

4,858

 

4,561

 

Interest income

 

(7

)

(8

)

(74

)

(43

)

(Gain)/loss on disposal of property and equipment

 

63

 

51

 

413

 

159

 

Loss on impairment of assets

 

 

6,815

 

654

 

6,852

 

Income before income taxes

 

28,263

 

31,383

 

65,811

 

105,340

 

Income tax expense

 

12,513

 

4,888

 

30,048

 

37,717

 

Net income

 

$

15,750

 

$

26,495

 

$

35,763

 

$

67,623

 

 

 

 

 

 

 

 

 

 

 

Net income per common share - basic

 

$

0.26

 

$

0.43

 

$

0.59

 

$

1.10

 

Weighted average number of shares outstanding - basic

 

61,100

 

61,555

 

61,054

 

61,457

 

 

 

 

 

 

 

 

 

 

 

Net income per common share - diluted

 

$

0.26

 

$

0.43

 

$

0.58

 

$

1.09

 

Weighted average number of shares outstanding - diluted

 

61,595

 

62,052

 

61,440

 

61,875

 

 



 

Consolidated Balance Sheets

December 31, 2010 and December 31, 2011

(in thousands, except per share data)

 

 

 

December 31,

 

December 31,

 

 

 

2010

 

2011

 

 

 

 

 

(unaudited)

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

26,948

 

$

35,292

 

Advances and fees receivable, net

 

205,207

 

246,560

 

Deferred income taxes

 

18,615

 

22,527

 

Other current assets

 

19,869

 

14,397

 

Total current assets

 

270,639

 

318,776

 

Restricted cash

 

3,752

 

2,774

 

Property and equipment, net

 

25,054

 

21,712

 

Goodwill

 

126,914

 

132,416

 

Customer lists and relationships, net

 

2,282

 

5,980

 

Other assets

 

3,011

 

4,266

 

Total assets

 

$

431,652

 

$

485,924

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

12,554

 

$

15,771

 

Accrued liabilities

 

37,939

 

29,653

 

Income tax payable

 

42

 

5,165

 

Accrual for third-party lender losses

 

5,420

 

5,092

 

Current portion of long-term debt

 

767

 

12,552

 

Total current liabilities

 

56,722

 

68,233

 

Credit facility

 

111,930

 

101,193

 

Long-term debt

 

3,600

 

3,048

 

Deferred income taxes

 

23,148

 

24,678

 

Deferred revenue

 

890

 

 

Other liabilities

 

321

 

143

 

Total liabilities

 

196,611

 

197,295

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Preferred stock, par value $.01 per share, 25,000 shares authorized; no shares issued and outstanding

 

 

 

Common stock, par value $.01 per share, 250,000 shares authorized; 96,821 shares issued and 62,148 shares outstanding at December 31, 2010 96,821 shares issued and 62,435 shares outstanding at December 31, 2011

 

968

 

968

 

Paid in capital

 

290,753

 

288,647

 

Retained earnings

 

203,001

 

255,106

 

Accumulated other comprehensive loss

 

(1,885

)

(1,547

)

Common stock in treasury (34,673 shares at cost at December 31, 2010; 34,386 shares at cost at December 31, 2011)

 

(257,796

)

(254,545

)

Total stockholders’ equity

 

235,041

 

288,629

 

Total liabilities and stockholders’ equity

 

$

431,652

 

$

485,924