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8-K - QC HOLDINGS, INC. 8-K - QC Holdings, Inc.a50363371.htm
EX-10.1 - EXHIBIT 10.1 - QC Holdings, Inc.a50363371ex10_1.htm
EX-10.2 - EXHIBIT 10.2 - QC Holdings, Inc.a50363371ex10_2.htm
Exhibit 99.1
 
 
QC Holdings, Inc. Reports Second Quarter Results
 
Board Declares $0.05 Dividend Per Common Share
 
OVERLAND PARK, Kan.--(BUSINESS WIRE)--August 2, 2012--QC Holdings, Inc. (NASDAQ: QCCO) reported income from continuing operations of $2.1 million and revenues of $43.7 million for the quarter ended June 30, 2012. For the six months ended June 30, 2012, income from continuing operations totaled $7.2 million and revenues were $89.6 million. For the three months and six months ended June 30, 2011, income from continuing operations totaled $356,000 and $5.7 million, respectively, and revenues were $42.7 million and $87.9 million, respectively.
 
The three months and six months ended June 30, 2012 include a $739,000 gain resulting from the cash settlement of an expiring life insurance policy. The three months and six month ended June 30, 2011 include a $2.0 million expense resulting from the settlement of an outstanding legal matter. The three months and six months ended June 30, 2012 and 2011 also include discontinued operations relating to branches that were closed (or scheduled for closure) during each period. Schedules reconciling adjusted EBITDA to income from continuing operations for the three months and six months ended June 30, 2012 and 2011 are provided below.
 
 
 

 
 
** Second Quarter **
 
Revenues increased $1.0 million, or 2.3%, quarter-to-quarter. This improvement is attributable to the inclusion of fees and interest from the company’s Canadian online lending subsidiary (Direct Credit), which was acquired on September 30, 2011. The revenue increase attributable to Direct Credit was partially offset by lower payday loan revenues in the company’s US branches compared to the three months ended June 30, 2011.
 
The bulk of the decline in US-based payday revenues is due to a new payday law in Illinois that became effective in March 2011. The new law imposes customer usage restrictions that negatively affect revenues and profitability. The Illinois law provided for an overlap of the previous lending approach with loans issued under the new law for a period of one year, thereby extending the time period over which the negative effects of the new law occurred. The state of Missouri also experienced lower payday revenues compared to prior year, which the company believes is attributable to customer uncertainty regarding the ongoing availability of the payday product given the well-publicized efforts of industry opponents to eliminate the product through a ballot referendum in November’s election.
 
Branch operating costs, exclusive of loan losses, increased $1.6 million to $21.7 million during the three months ended June 30, 2012 compared to prior year’s $20.1 million. Higher current year costs were largely as a result of the inclusion of Direct Credit, as well as an increase in healthcare-related expenditures.
 
Loan losses increased $232,000 during the three months ended June 30, 2012, totaling $10.2 million versus $10.0 million in prior year’s quarter. The loss ratio was 23.4% in second quarter 2012 and in second quarter 2011.
 
QC’s branch gross profit in second quarter 2012 was $11.9 million, down $750,000 from $12.6 million in second quarter 2011. This decline is attributable to reduced margins in the company’s US branches, partially offset by the addition of Direct Credit and a slight improvement in profit from the automotive division.
 
 
 

 
 
Regional and corporate expenses totaled $7.5 million during the three months ended June 30, 2012 compared to $11.1 million in second quarter 2011. The current year quarter includes a $739,000 gain associated with the settlement of an expiring life insurance policy. Second quarter 2011 includes a $2.0 million legal settlement expense. Reduced overall regional and corporate expenses were also attributable to lower legal and other professional expenses quarter-to-quarter.
 
The company reported $222,000 of other income for the three months ended June 30, 2012 compared to other expense of $17,000 in prior year’s second quarter. This change is largely due to a reduction in the liability that was recorded to estimate the fair value of the contingent supplemental earn-out payment in connection with the company’s acquisition of Direct Credit. Pursuant to generally accepted accounting principles, any changes to this contingent consideration liability are recorded through the income statement.
 
The company’s effective tax rate was 33.5% for second quarter 2012 compared to 40.6% in second quarter 2011. The reduced rate is due to the favorable tax treatment associated with the gain realized in connection with the cash settlement of the expiring life insurance.
 
“We continue our efforts to add other lending products and services throughout our branch network, with a focus on offering longer-term, higher-dollar installment loans,” noted QC President and Chief Executive Officer Darrin Andersen. “Consistent with our historical approach, we are following a disciplined roll-out to provide the best opportunity for lasting success.
 
“Our Canadian online group, Direct Credit, reported nice growth during the second quarter,” noted Andersen. “With the recent implementation of an improved loan management system, we expect to benefit from customer service and loan origination efficiencies in the coming quarters.”
 
 
 

 
 
** Six Months Ended June 30 **
 
The company’s revenues increased 1.9% to $89.6 million during the six months ended June 30, 2012 versus $87.9 million in 2011. This increase is attributable to the addition of Direct Credit ($4.0 million through June 30, 2012), partially offset by reduced payday loan volumes period-to-period for the reasons noted in the quarterly discussion above.
 
Branch operating costs, exclusive of loan losses, totaled $44.2 million during the six months ended June 30, 2012, $2.2 million higher than the prior year period. This increase reflects the inclusion of Direct Credit, higher healthcare-related costs and typical annual rent increases.
 
During the six months ended June 30, 2012, the company reported loan losses of $16.0 million compared to $14.7 million during the six months ended June 30, 2011. The company’s loss ratio was 17.8% during the first half of 2012 versus 16.8% in the same 2011 period. The higher ratio period-to-period reflects losses at Direct Credit and a lower collection rate of returned items.
 
Branch gross profit decreased to $29.5 million for the six months ended June 30, 2012 from $31.1 million during the six months ended June 30, 2011.
 
Regional and corporate expenses decreased $3.2 million during the first half of 2012 (totaling $16.2 million versus $19.4 million during the same 2011 period), for the same reasons as noted in the quarterly discussion above.
 
Net interest expense increased approximately $856,000 during the six months ended June 30, 2012 compared to the prior year as a result of higher average blended rates and debt balances.
 
The company reported $1.2 million of other income for the six months ended June 30, 2012 compared to other expense of $21,000 in prior year. This change is largely due to the reversal of the liability that was recorded to estimate the fair value of the contingent supplemental earn-out payment in connection with the Company’s acquisition of Direct Credit in September 2011. Pursuant to generally accepted accounting principles, any changes to this contingent consideration liability are recorded through the income statement.
 
 
 

 
 
The company’s effective tax rate was 37.0% through June 30, 2012 compared to 39.6% in 2011. The reduced rate is due to the favorable tax treatment associated with the gain realized in connection with the cash settlement of the expiring life insurance.
 
-DIVIDEND DECLARATION -
 
QC's Board of Directors declared a regular quarterly dividend of $0.05 per common share, payable August 30, 2012 to stockholders of record as of August 16, 2012.
 
-BUSINESS OUTLOOK -
 
“Through June 30, the results in our branch network were slightly below our expectations,” commented QC Chairman Don Early. “Revenue struggles in Illinois and Missouri overwhelmed the improvements reported by the majority of the other 22 states in which we operate. With the broader economy mired in a prolonged slump, our field personnel are focused on improving profitability through superior customer service and efficient operations.
 
“We are pleased with the growth in our Canadian online business and the opportunities this platform provides to the broader business. Similarly, our automotive division is positioned to increase its profitability as a result of service center improvements in late 2011 and early 2012.
 
“We continue to monitor the developments in Missouri with respect to an ongoing effort by payday industry opponents to include a ballot referendum on the upcoming November ballot that, if included on the ballot and passed by voters, would require QC to close all of its Missouri branches, thereby eliminating hundreds of jobs throughout the state. We are strongly opposed to this misguided effort as the focus of our opponents is solely to eliminate the payday loan industry, without regard to the impact on our customers and their practical credit alternatives.
 
 
 

 
 
“We believe we are well-positioned to weather the ongoing US economic malaise and to capitalize on existing and developing opportunities given our strong cash flow, solid capital structure and experienced management team.”
 
About QC Holdings, Inc.
 
Headquartered in Overland Park, Kansas, QC Holdings, Inc. is a leading provider of short-term loans in the United States and Canada. In the United States, QC offers various products, including payday, installment and title loans, check cashing, debit cards and money transfer services, through 483 branches in 24 states at June 30, 2012 (note, however, that the company has 17 branches scheduled to close in the second half of 2012). In Canada, the company, through its subsidiary Direct Credit Holdings Inc., is engaged in short-term, consumer Internet lending in various provinces. In addition, the company operates five buy here, pay here automotive dealerships in the Kansas City metropolitan area. During fiscal 2011, the company advanced nearly $1.0 billion to customers and reported total revenues of $187.5 million.
 
Forward-Looking Statement Disclaimer: This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the company’s current expectations and are subject to a number of risks and uncertainties, which could cause actual results to differ materially from those forward-looking statements. These risks include (1) changes in laws or regulations or governmental interpretations of existing laws and regulations governing consumer protection or payday lending practices, including particularly changes in Washington, South Carolina, Virginia, Illinois and Arizona, (2) uncertainties relating to the interpretation, application and promulgation of regulations under the Dodd-Frank Wall Street Reform and Consumer Protection Act, including the impact of future regulations proposed or adopted by the Bureau of Consumer Financial Protection, which is created by that Act, (3) ballot referendum initiatives by industry opponents to cap the rates and fees that can be charged to customers, including a referendum effort underway in Missouri to preclude any consumer lending in the state with an annual rate in excess of 36%, (4) litigation or regulatory action directed towards us or the payday loan industry, (5) volatility in our earnings, primarily as a result of fluctuations in loan loss experience and closures of branches, (6) risks associated with the leverage of the company, (7) negative media reports and public perception of the payday loan industry and the impact on federal and state legislatures and federal and state regulators, (8) changes in our key management personnel, (9) integration risks and costs associated with acquisitions, including our recent Canadian acquisition, (10) risks associated with owning and managing non-U.S. businesses and (11) the other risks detailed under Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission. QC will not update any forward-looking statements made in this press release to reflect future events or developments.
 
 
 

 
 
         
QC Holdings, Inc.
Consolidated Statements of Income
(in thousands, except per share amounts)
(Unaudited)
 
         
   
Three Months Ended
June 30,
 
Six Months Ended
June 30,
   
2011
 
2012
 
2011
 
2012
Revenues
               
Payday loan fees
 
$
28,413
   
$
29,335
   
$
57,051
   
$
59,779
 
Automotive sales, interest and fees
   
5,610
     
5,752
     
12,585
     
12,159
 
Installment interest and fees
   
4,248
     
4,773
     
8,732
     
9,429
 
Other
   
4,431
     
3,873
     
9,494
     
8,269
 
Total revenues
   
42,702
     
43,733
     
87,862
     
89,636
 
Branch expenses
               
Salaries and benefits
   
8,853
     
10,085
     
18,596
     
20,228
 
Provision for losses
   
9,987
     
10,219
     
14,718
     
15,972
 
Occupancy
   
4,821
     
4,994
     
9,681
     
10,129
 
Cost of sales - automotive
   
2,930
     
2,760
     
6,737
     
5,938
 
Depreciation and amortization
   
647
     
578
     
1,323
     
1,179
 
Other
   
2,860
     
3,243
     
5,718
     
6,719
 
Total branch expenses
   
30,098
     
31,879
     
56,773
     
60,165
 
Branch gross profit
   
12,604
     
11,854
     
31,089
     
29,471
 
                 
Regional expenses
   
3,460
     
3,149
     
6,768
     
6,232
 
Corporate expenses
   
7,591
     
4,397
     
12,644
     
10,012
 
Depreciation and amortization
   
472
     
490
     
1,175
     
1,031
 
Interest expense
   
465
     
895
     
1,059
     
1,915
 
Other expense (income), net
   
17
     
(222)
     
21
     
(1,173
)
   Income from continuing operations
                               
   before income taxes      599        3,145        9,422       11,454  
Provision for income taxes
   
243
     
1,055
     
3,737
     
4,237
 
Income from continuing operations
   
356
     
2,090
     
5,685
     
7,217
 
Loss from discontinued operations, net of income tax
   
329
     
362
     
368
     
560
 
Net income
 
$
27
   
$
1,728
   
$
5,317
   
$
6,657
 
                 
Earnings (loss) per share:
               
Basic
               
Continuing operations
 
$
0.02
   
$
0.12
   
$
0.32
   
$
0.40
 
Discontinued operations
   
(0.02
)
   
(0.02
)
   
(0.03
)
   
(0.03
)
Net income
 
$
-
   
$
0.10
   
$
0.29
   
$
0.37
 
                 
Diluted
               
Continuing operations
 
$
0.02
   
$
0.12
   
$
0.32
   
$
0.40
 
Discontinued operations
   
(0.02
)
   
(0.02
)
   
(0.03
)
   
(0.03
)
Net income
 
$
-
   
$
0.10
   
$
0.29
   
$
0.37
 
Weighted average number of common shares outstanding:
               
Basic
   
17,040
     
17,183
     
17,047
     
17,163
 
Diluted
   
17,132
     
17,243
     
17,104
     
17,185
 
                                 
 
 
 
 

 
 
Non-GAAP Reconciliations
Adjusted EBITDA
(in thousands)
(Unaudited)
 
 
QC reports adjusted EBITDA (income from continuing operations before interest, taxes, depreciation, amortization, charges related to stock options and restricted stock awards, and non-cash gains or losses associated with property disposition) as a financial performance measure that is not defined by U.S. generally accepted accounting principles (“GAAP”). QC believes that adjusted EBITDA is a useful performance metric for our investors and is a measure of operating and financial performance that is commonly reported and widely used by financial and industry analysts, investors and other interested parties because it eliminates significant non-cash charges to earnings. The three months and six months ended June 30, 2012 include an additional adjustment to EBITDA for the cash settlement of an expiring life insurance policy. The three months and six months ended June 30, 2011 include an additional adjustment to EBITDA for the expense associated with the settlement of the Missouri arbitration proceedings. It is important to note that non-GAAP measures, such as adjusted EBITDA, should not be considered as alternative indicators of financial performance compared to net income or other financial statement data presented in the company's consolidated financial statements prepared pursuant to GAAP. Non-GAAP measures should be evaluated in conjunction with, and are not a substitute for, GAAP financial measures. The following table provides a reconciliation of income from continuing operations to adjusted EBITDA:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2011
   
2012
 
2011
   
2012
 
                     
Income from continuing operations
  $ 356     $ 2,090     $ 5,685     $ 7,217  
Provision for income taxes
    243       1,055       3,737       4,237  
Depreciation and amortization
    1,119       1,068       2,498       2,210  
Interest expense
    465       895       1,059       1,915  
Non-cash (gains) losses
    17       (222 )     21       (1,173 )
Stock option and restricted stock expense
    502       371       1,174       983  
Gain on settlement of expiring life insurance policy (a)
            (739 )             (739 )
Accrued costs for settlement of legal matter (b)
    2,000       -       2,000       -  
Adjusted EBITDA
  $ 4,702     $ 4,518     $ 16,174     $ 14,650  

 
(a)
 
For the three months and six months ended June 30, 2012, adjusted EBITDA excludes the gain on the cash settlement of an expiring life insurance policy.
 
(b)
 
For the three months and six months ended June 30, 2011, adjusted EBITDA excludes the expense recorded in connection with the settlement of an outstanding legal matter.
       
 
 
 

 
 
QC Holdings, Inc.
Consolidated Balance Sheets
(in thousands)
 
         
 
December 31,
2011
 
June 30,
2012
 
ASSETS
   
(Unaudited)
 
Current assets
       
Cash and cash equivalents
  $ 17,738     $ 14,326  
Restricted cash
    2,175       1,091  
Loans receivable, less allowance for losses of $6,008 at
  December 31, 2011 and $5,704 at June 30, 2012z
    67,357       62,079  
Prepaid expenses and other current assets
    12,854       11,534  
Total current assets
    100,124       89,030  
Non-current loans receivable, less allowance for losses of $2,100 at
   December 31, 2011 and $2,234 at June 30, 2012
    6,939       8,046  
Property and equipment, net
    11,761       11,477  
Goodwill
    23,958       24,004  
Intangible assets, net
    5,535       4,746  
Other assets, net
    4,912       5,228  
Total assets
  $ 153,229     $ 142,531  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities
               
Accounts payable
  $ 224     $ 625  
Accrued expenses and other liabilities
    14,087       8,155  
Deferred revenue
    4,953       4,514  
Revolving credit facility
    14,500       21,250  
Current portion of long-term debt
    20,490       14,724  
Total current liabilities
    54,254       49,268  
                 
Non-current liabilities
    5,519       5,906  
                 
Long-term debt
    14,224       3,091  
Total liabilities
    73,997       58,265  
                 
Commitments and contingencies
               
Stockholders’ equity
    79,232       84,266  
Total liabilities and stockholders’ equity
  $ 153,229     $ 142,531  
                 
 
 
 

 
 
 
 
QC Holdings, Inc.
Selected Statistical and Operating Data
(in thousands, except Branch Data, Average Loan, Average Term and Average Fee)
                 
   
Three Months Ended
June 30,
 
Six Months Ended
June 30,
   
2011
 
2012
 
2011
 
2012
   
Unaudited
 
Unaudited
Short-term Lending Branch Data:
               
Number of branches, beginning of period
   
501
     
483
     
523
     
482
 
De novo branches opened
   
2
     
2
     
2
     
4
 
Branches scheduled to close
       
(17
)
       
(17
)
Branches closed
   
(4
)
   
(2
)
   
(26
)
   
(3
)
Number of branches, end of period
   
499
     
466
     
499
     
466
 
                 
                 
Short-term Lending Branch Data:
               
Branch revenue
 
$
36,922
   
$
35,789
   
$
74,681
   
$
73,213
 
Percentage change
       
(3.1
%)
       
(2.0
%)
Branch net revenues
 
$
28,292
   
$
27,563
   
$
61,941
   
$
60,437
 
Percentage change
       
(2.6
%)
       
(2.4
%)
                 
                 
Operating Data – Short-term Loans:
               
Loan volume
 
$
196,730
   
$
204,573
   
$
382,935
   
$
407,102
 
Average loan (principal plus fee)
   
375.09
     
381.58
     
375.71
     
382.31
 
Average fee
   
56.75
     
57.31
     
56.93
     
57.63
 
                 
                 
Operating Data – Installment Loans:
               
Loan volume
 
$
8,383
   
$
11,083
   
$
15,572
   
$
19,207
 
Average loan (principal)
   
509.03
     
568.62
     
511.99
     
563.26
 
Average term (days)
   
182
     
187
     
219
     
186
 
                 
Operating Data – Automotive Loans:
               
Loan volume
 
$
4,313
   
$
4,380
   
$
9,865
   
$
9,422
 
Average loan (principal)
   
9,801
     
10,454
     
9,816
     
10,197
 
Average term (months)
   
33
     
34
     
34
     
33
 
Locations, end of period
   
5
     
5
     
5
     
5
 
                                 
 
 
 

 
 
QC Holdings, Inc.
Selected Statistical and Operating Data
(in thousands)
             
   
Three Months Ended
June 30,
 
Six Months Ended
June 30,
   
2011
 
2012
 
2011
 
2012
   
Unaudited
 
Unaudited
Other Revenues:
               
Credit services fees
 
$
1,642
   
$
1,547
   
$
3,499
   
$
3,355
 
Check cashing fees
   
927
     
813
     
2,206
     
1,871
 
Title loan fees
   
1,269
     
697
     
2,528
     
1,370
 
Other
   
593
     
816
     
1,261
     
1,673
 
Total
 
$
4,431
   
$
3,873
   
$
9,494
   
$
8,269
 
                 
                 
                 
Loss Data:
               
                 
Provision for losses, continuing
 operations:
               
Charged-off to expense
 
$
15,329
   
$
15,594
   
$
30,899
   
$
31,876
 
Recoveries
   
(6,931
)
   
(6,801
)
   
(16,271
)
   
(15,662
)
Adjustment to provision for losses
 based on evaluation of
 outstanding receivables
   
 
 
1,589
     
 
 
1,426
     
 
 
90
     
 
 
(242
 
 
)
Total provision for losses
 
$
9,987
   
$
10,219
   
$
14,718
   
$
15,972
 
                 
Provision for losses as a
 percentage of revenues
   
 
23.4
 
%
   
 
23.4
 
%
   
 
16.8
 
%
   
 
17.8
 
%
Provision for losses as a
 percentage of loan volume (all products)
   
 
4.5
 
%
   
 
4.3
 
%
   
 
3.3
 
%
   
 
3.4
 
%
                                 
 
 
 
CONTACT:
QC Holdings, Inc.
Investor Relations Contact:
Douglas E. Nickerson, 913-234-5154
Chief Financial Officer
or
Media Contact:
Tom Linafelt, 913-234-5237
Director – Corporate Communications