Attached files
file | filename |
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EX-10.1 - EX-10.1 - Community Choice Financial Inc. | a16-7888_1ex10d1.htm |
EX-10.2 - EX-10.2 - Community Choice Financial Inc. | a16-7888_1ex10d2.htm |
EX-31.2 - EX-31.2 - Community Choice Financial Inc. | a16-7888_1ex31d2.htm |
EX-32.1 - EX-32.1 - Community Choice Financial Inc. | a16-7888_1ex32d1.htm |
EX-32.2 - EX-32.2 - Community Choice Financial Inc. | a16-7888_1ex32d2.htm |
EX-31.1 - EX-31.1 - Community Choice Financial Inc. | a16-7888_1ex31d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 March 31, 2016
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to to
Commission File Number: 001-35537
COMMUNITY CHOICE FINANCIAL INC.
(Exact name of registrant as specified in its charter)
Ohio |
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45-1536453 |
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6785 Bobcat Way, Suite 200, Dublin, Ohio |
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43016 |
(614) 798-5900
(Registrants telephone number, including area code)
(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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer x |
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b-2 of the Act.) Yes o No x
There is no market for the registrants equity. As of March 31, 2016, there were 7,981,536 shares outstanding.
Community Choice Financial Inc. and Subsidiaries
Form 10-Q for the Quarterly Period Ended March 31, 2016
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Page |
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Financial Information |
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Item 1. |
Financial Statements |
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Consolidated Balance Sheets as of March 31, 2016 (unaudited) and December 31, 2015 |
3 |
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4 | |
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5 | |
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6 | |
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7 - 24 | |
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Managements Discussion and Analysis of Financial Condition and Result of Operations |
25 - 37 | |
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38 | ||
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38 | ||
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39 | ||
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39 | ||
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39 | ||
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40 |
Community Choice Financial Inc. and Subsidiaries
March 31, 2016 and December 31, 2015
(In thousands, except per share data)
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March 31, |
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December 31, |
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2016 |
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2015 |
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(unaudited) |
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|
| ||
Assets |
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|
|
|
| ||
Current Assets |
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|
|
|
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Cash and cash equivalents |
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$ |
108,659 |
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$ |
98,941 |
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Restricted cash |
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3,460 |
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3,460 |
| ||
Finance receivables, net of allowance for loan losses of $16,467 and $20,552 |
|
94,817 |
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119,704 |
| ||
Short-term investments, certificates of deposit |
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400 |
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1,115 |
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Card related pre-funding and receivables |
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2,067 |
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1,674 |
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Other current assets |
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18,321 |
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17,024 |
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Total current assets |
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227,724 |
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241,918 |
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Noncurrent Assets |
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Finance receivables, net of allowance for loan losses of $2,815 and $3,340 |
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7,301 |
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8,797 |
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Property, leasehold improvements and equipment, net |
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41,390 |
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46,085 |
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Goodwill |
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146,877 |
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152,568 |
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Other intangible assets |
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1,482 |
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1,913 |
| ||
Security deposits |
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2,564 |
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3,098 |
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Deferred tax asset, net |
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5,165 |
| ||
Total assets |
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$ |
427,338 |
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$ |
459,544 |
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Liabilities and Stockholders Equity |
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Current Liabilities |
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Accounts payable and accrued liabilities |
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$ |
27,149 |
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$ |
34,616 |
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Money orders payable |
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8,338 |
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11,233 |
| ||
Accrued interest |
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11,713 |
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6,707 |
| ||
Current portion of capital lease obligation |
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1,421 |
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1,567 |
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Current portion of line of credit, net of deferred issuance costs |
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31,242 |
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Current portion of related party Florida seller notes |
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10,097 |
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Current portion of subsidiary notes payable, net of deferred issuance costs |
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42,177 |
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211 |
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Deferred revenue |
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4,608 |
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3,154 |
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Total current liabilities |
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126,648 |
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67,585 |
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Noncurrent Liabilities |
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Lease termination payable |
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1,023 |
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1,322 |
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Capital lease obligation |
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1,191 |
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1,485 |
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Stock repurchase obligation |
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3,130 |
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Lines of credit, net of deferred issuance costs |
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5,468 |
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26,625 |
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Subsidiary notes payable, net of deferred issuance costs |
|
917 |
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35,506 |
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Senior secured notes, net of deferred issuance costs |
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250,601 |
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347,913 |
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Deferred revenue |
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8,800 |
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Deferred tax liability, net |
|
848 |
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Total liabilities |
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395,496 |
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483,566 |
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Commitments and Contingencies |
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Stockholders Equity |
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Preferred stock, par value $.01 per share, 3,000 shares authorized, no shares issued and outstanding |
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Common stock, par value $.01 per share, 300,000 authorized shares and 7,982 outstanding shares at March 31, 2016 and 8,982 outstanding shares at December 31, 2015 |
|
90 |
|
90 |
| ||
Additional paid-in capital |
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128,444 |
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128,331 |
| ||
Retained deficit |
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(96,642 |
) |
(152,443 |
) | ||
Treasury Stock |
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(50 |
) |
|
| ||
Total stockholders equity (deficit) |
|
31,842 |
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(24,022 |
) | ||
Total liabilities and stockholders equity |
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$ |
427,338 |
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$ |
459,544 |
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See Notes to Unaudited Consolidated Financial Statements.
Community Choice Financial Inc. and Subsidiaries
Consolidated Statements of Income
Three Months Ended March 31, 2016 and 2015
(In thousands)
(Unaudited)
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Three Months Ended |
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March 31, |
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2016 |
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2015 |
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Revenues: |
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Finance receivable fees |
|
$ |
63,884 |
|
$ |
82,619 |
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Credit service Fees |
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22,103 |
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27,387 |
| ||
Check cashing fees |
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13,355 |
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17,177 |
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Card fees |
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2,148 |
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2,292 |
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Other |
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6,067 |
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6,959 |
| ||
Total revenues |
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107,557 |
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136,434 |
| ||
Operating expenses: |
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|
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Salaries and benefits |
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18,279 |
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20,561 |
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Provision for loan losses |
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26,475 |
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39,910 |
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Occupancy |
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6,660 |
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7,577 |
| ||
Advertising and marketing |
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2,678 |
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4,802 |
| ||
Depreciation and amortization |
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2,734 |
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2,393 |
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Other |
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12,612 |
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14,044 |
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Total operating expenses |
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69,438 |
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89,287 |
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Operating gross profit |
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38,119 |
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47,147 |
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Corporate and other expenses |
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|
|
|
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Corporate expenses |
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21,585 |
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20,809 |
| ||
Depreciation and amortization |
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1,209 |
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1,415 |
| ||
Interest expense, net |
|
11,463 |
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14,208 |
| ||
Loss on sale of subsidiary |
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1,569 |
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|
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Gain on debt extinguishment |
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(62,852 |
) |
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Total corporate and other expenses |
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(27,026 |
) |
36,432 |
| ||
Income from operations, before tax |
|
65,145 |
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10,715 |
| ||
Provision for income taxes |
|
9,344 |
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4,272 |
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Net income |
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$ |
55,801 |
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$ |
6,443 |
|
See Notes to Unaudited Consolidated Financial Statements.
Community Choice Financial Inc. and Subsidiaries
Consolidated Statements of Stockholders Equity
Three Months Ended March 31, 2016
(Dollars in thousands)
(Unaudited)
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Additional |
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Common Stock |
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Treasury |
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Paid-In |
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Retained |
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Shares |
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Amount |
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Stock |
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Capital |
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Deficit |
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Total |
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Balance, December 31, 2015 |
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8,981,536 |
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$ |
90 |
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$ |
|
|
$ |
128,331 |
|
$ |
(152,443 |
) |
$ |
(24,022 |
) |
Reacquired stock |
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(1,000,000 |
) |
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(50 |
) |
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(50 |
) | |||||
Stock-based compensation expense |
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113 |
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113 |
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Net income |
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|
|
|
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|
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55,801 |
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55,801 |
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Balance, March 31, 2016 |
|
7,981,536 |
|
$ |
90 |
|
$ |
(50 |
) |
$ |
128,444 |
|
$ |
(96,642 |
) |
$ |
31,842 |
|
See Notes to Unaudited Consolidated Financial Statements.
Community Choice Financial Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Three months Ended March 31, 2016 and 2015
(In thousands)
(Unaudited)
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Three Months Ended |
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March 31, |
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2016 |
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2015 |
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Cash flows from operating activities |
|
|
|
|
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Net income |
|
$ |
55,801 |
|
$ |
6,443 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
| ||
Provision for loan losses |
|
26,475 |
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39,910 |
| ||
Loss on disposal of assets |
|
50 |
|
16 |
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Gain on debt extinguishment |
|
(62,852 |
) |
|
| ||
Loss on sale of subsidiary |
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1,569 |
|
|
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Depreciation |
|
3,672 |
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3,215 |
| ||
Amortization of note discount and deferred debt issuance costs |
|
616 |
|
691 |
| ||
Amortization of intangibles |
|
271 |
|
592 |
| ||
Deferred income taxes |
|
6,013 |
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5,163 |
| ||
Change in fair value of stock repurchase obligation |
|
|
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(10 |
) | ||
Stock-based compensation |
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113 |
|
258 |
| ||
Changes in assets and liabilities: |
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|
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Short term investments |
|
715 |
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|
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Card related pre-funding and receivables |
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(393 |
) |
439 |
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Restricted cash |
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|
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(2,090 |
) | ||
Other assets |
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(1,353 |
) |
2,906 |
| ||
Deferred revenue |
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10,254 |
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(687 |
) | ||
Accrued interest |
|
5,129 |
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11,484 |
| ||
Money orders payable |
|
(2,895 |
) |
4,577 |
| ||
Lease termination payable |
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(299 |
) |
|
| ||
Accounts payable and accrued expenses |
|
(7,219 |
) |
(8,455 |
) | ||
Net cash provided by operating activities |
|
35,667 |
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64,452 |
| ||
Cash flows from investing activities |
|
|
|
|
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Net receivables originated |
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(6,349 |
) |
(16,582 |
) | ||
Net acquired assets, net of cash |
|
|
|
(810 |
) | ||
Purchase of leasehold improvements and equipment |
|
(1,739 |
) |
(5,954 |
) | ||
Net cash used in investing activities |
|
(8,088 |
) |
(23,346 |
) | ||
Cash flows from financing activities |
|
|
|
|
| ||
Repurchase of senior secured notes |
|
(36,437 |
) |
|
| ||
Proceeds from subsidiary note |
|
7,400 |
|
2,400 |
| ||
Payments on subsidiary note |
|
(14 |
) |
(187 |
) | ||
Payments on related party Florida seller notes |
|
|
|
(750 |
) | ||
Payments on capital lease obligations |
|
(275 |
) |
(673 |
) | ||
Proceeds on lines of credit |
|
10,000 |
|
26,700 |
| ||
Debt issuance costs |
|
1,465 |
|
(842 |
) | ||
Net cash provided by (used in) financing activities |
|
(17,861 |
) |
26,648 |
| ||
Net increase in cash and cash equivalents |
|
9,718 |
|
67,754 |
| ||
Cash and cash equivalents: |
|
|
|
|
| ||
Beginning |
|
98,941 |
|
77,734 |
| ||
Ending |
|
$ |
108,659 |
|
$ |
145,488 |
|
See Notes to Unaudited Consolidated Financial Statements.
Community Choice Financial Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except per share data)
Note 1. Ownership, Nature of Business, and Significant Accounting Policies
Nature of business: Community Choice Financial Inc. (together with its consolidated subsidiaries, CCFI or the Company) was formed on April 6, 2011, under the laws of the State of Ohio. As of March 31, 2016, the Company owned and operated 479 retail locations in 15 states and is licensed to deliver similar financial services over the internet in 31 states. Through its network of retail locations and over the internet, the Company provides customers a variety of financial products and services, including secured and unsecured, short and medium-term consumer loans, check cashing, prepaid debit cards, and other services that address the specific needs of its individual customers.
A summary of the Companys significant accounting policies follows:
Basis of presentation: The accompanying interim unaudited consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and accounting principles generally accepted in the United States (GAAP) for interim financial information. They do not include all information and footnotes required by GAAP for complete financial statements. Although management believes that the disclosures are adequate to prevent the information from being misleading, the interim unaudited consolidated financial statements should be read in conjunction with the Companys audited financial statements for the year ended December 31, 2015, included in the Companys Annual Report on Form 10-K filed with the Securities & Exchange Commission on March 30, 2016. In the opinion of the Companys management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Companys financial condition, have been included. The results for any interim period are not necessarily indicative of results to be expected for the year ending December 31, 2016.
Basis of consolidation: The accompanying consolidated financial statements include the accounts of CCFI. All significant intercompany accounts and transactions have been eliminated in consolidation.
Reclassifications: Certain amounts reported in the consolidated financial statements for the three months ended March 31, 2015, have been reclassified to conform to classifications presented in the consolidated financial statements for the three months ended March 31, 2016, without affecting the previously reported net income or stockholders equity.
Business segments: FASB Accounting Standards Codification (ASC) Topic 280 Segment Reporting requires that a public enterprise report a measure of segment profit or loss, certain specific revenue and expense items, segment assets, information about the way operating segments were determined and other items. The Company reports operating segments in accordance with FASB ASC Topic 280. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in determining how to allocate resources and assess performance. The Company operates in two segments: Retail financial services and Internet financial services.
Revenue recognition: Transactions include loans, credit service fees, check cashing, bill payment, money transfer, money order sales, and other miscellaneous products and services. The full amount of the check cashing fee is recognized as revenue at the time of the transaction. Fees and direct costs incurred for the origination of loans are deferred and amortized over the loan period using the interest method. The Company acts in an agency capacity regarding bill payment services, money transfers, card products, and money orders offered and sold at its branches. The Company records the net amount retained as revenue because the supplier is the primary obligor in the arrangement, the amount earned by the Company is fixed, and the supplier is determined to have the ultimate credit risk. Revenue on loans determined to be troubled debt restructurings are recognized at the impaired loans original interest rates until the impaired loans are charged off or paid by the customer. Credit service organization (CSO) fees are recognized over the arranged credit service period.
Finance receivables: Finance receivables consist of short term and medium-term consumer loans.
Short-term consumer loans can be unsecured or secured with a maturity up to ninety days. Unsecured short-term loan products typically range in principal from $100 to $1,000, with a maturity between fourteen and thirty days, and include a written agreement to defer the presentment of the customers personal check or preauthorized debit for the aggregate amount of
the advance plus fees. This form of lending is based on applicable laws and regulations, which vary by state. State statutes vary from charging fees of 15% to 20%, to charging interest at 25% per annum plus origination fees. The customers repay the cash advance by making cash payments or allowing a check or preauthorized debit to be presented. Secured consumer loans with a maturity of ninety days or less are included in this category and represented 18.9% and 17.7% of short-term consumer loans at March 31, 2016 and December 31, 2015, respectively.
Medium-term consumer loans can be unsecured or secured with a maturity greater than ninety days up to thirty-six months. Unsecured medium-term products typically range from $100 to $5,000, and are evidenced by a promissory note with a maturity between three and thirty-six months. These consumer loans vary in structure depending upon the applicable laws and regulations where they are offered. The medium-term consumer loans are payable in installments or provide for a line of credit with periodic payments. Secured consumer loans with a maturity greater than ninety days are included in this category and represented 13.4% and 13.7% of medium-term consumer loans at March 31, 2016, and December 31, 2015, respectively.
Allowance for loan losses: Provisions for loan losses are charged to income in amounts sufficient to maintain an adequate allowance for loan losses and an adequate accrual for losses related to guaranteed loans processed for third-party lenders. The factors used in assessing the overall adequacy of the allowance for loan losses, the accrual for losses related to guaranteed loans made by third-party lenders and the resulting provision for loan losses include an evaluation by product by market based on historical loan loss experience and delinquency of certain medium-term consumer loans. The Company evaluates various qualitative factors that may or may not affect the computed initial estimate of the allowance for loan losses, by using internal valuation inputs including historical loan loss experience, delinquency, overall portfolio quality, and current economic conditions.
For short term unsecured consumer loans, the Companys policy is to charge off loans when they become past due. The Companys policy dictates that, where a customer has provided a check or ACH authorization for presentment upon the maturity of a loan, if the customer has not paid off the loan by the due date, the Company will deposit the customers check or draft the customers bank account for the amount due. If the check or draft is returned as unpaid, all accrued fees and outstanding principal are charged-off as uncollectible. For short term secured loans, the Companys policy requires that balances be charged off when accounts are thirty days past due.
For medium term secured and unsecured consumer loans which have a term of one year or less, the Companys policy requires that balances be charged off when accounts are sixty days past due. For medium term secured and unsecured consumer loans which have an initial maturity of greater than one year, the Companys policy requires that balances be charged off when accounts are ninety-one days past due.
In certain markets, the Company reduced interest rates and favorably changed payment terms for medium-term consumer loans to assist borrowers in avoiding default and to mitigate risk of loss. These reduced interest rates and changed payment terms were limited to loans that the Company believed the customer had the ability to pay in the foreseeable future. These loans were accounted for as troubled debt restructurings and represent the only loans considered impaired due to the nature of the Companys charge-off policy.
Recoveries of amounts previously charged off are recorded to the allowance for loan losses or the accrual for third-party losses in the period in which they are received.
Change in accounting principle: As of January 1, 2016, the Company adopted new guidance related to the presentation of deferred debt issuance costs in its balance sheet. Under the new guidance, deferred debt issuance costs are reported as a direct deduction from the carrying amount of the related debt. Previously, deferred debt issuance costs were presented as a noncurrent asset. The new presentation requirements have been applied retrospectively and amounts reported in the December 2015 consolidated balance sheet have been adjusted to apply the new guidance. The change in accounting principle resulted in a reduction of noncurrent assets of $6,828, an increase in current assets of $13, a reduction of current liabilities of $3, and a reduction of noncurrent liabilities of $6,812 in the December 31, 2015 balance sheet.
Fair value of financial instruments: Financial assets and liabilities measured at fair value are grouped in three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are:
· Level 1Quoted prices (unadjusted) in active markets for identical assets or liabilities.
· Level 2Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are less attractive.
· Level 3Unobservable inputs for assets and liabilities reflecting the reporting entitys own assumptions.
The Company follows the provisions of ASC 820-10, which applies to all assets and liabilities that are being measured and reported on a fair value basis. ASC 820-10 requires a disclosure that establishes a framework for measuring fair value within GAAP and expands the disclosure about fair value measurements. This standard enables a reader of consolidated financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality
and reliability of the information used to determine fair values. The standard requires that assets and liabilities carried at fair value be classified and disclosed in one of the three categories.
In determining the appropriate levels, the Company performed a detailed analysis of the assets and liabilities that are subject to ASC 820-10. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3. The Companys financial instruments consist primarily of cash and cash equivalents, finance receivables, short-term investments, and lines of credit. For all such instruments, other than senior secured notes, notes payable, and stock repurchase obligation at March 31, 2016, and December 31, 2015, the carrying amounts in the consolidated financial statements approximate their fair values. Finance receivables are short term in nature and are originated at prevailing market rates and lines of credit bear interest at current market rates. The fair value of finance receivables at March 31, 2016 and December 31, 2015 approximates carrying value and is measured using internal valuation inputs including historical loan loss experience, delinquency, overall portfolio quality, and current economic conditions.
The fair value of the Companys 10.75% senior secured notes due 2019 (the 2019 notes) and the 12.75% senior secured notes due 2020 (the 2020 notes) were determined based on market yield on trades of the 2019 notes at the end of that reporting period.
The fair value of related party Florida seller notes payable was determined based on applicable market yields of similar debt and the fair value of the stock repurchase obligation was determined based on a probability-adjusted Black Scholes option valuation model.
|
|
March 31, 2016 |
| ||||||
|
|
Carrying |
|
|
|
|
| ||
|
|
Amount |
|
Fair Value |
|
Level |
| ||
Financial assets: |
|
|
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
108,659 |
|
$ |
108,659 |
|
1 |
|
Restricted cash |
|
3,460 |
|
3,460 |
|
1 |
| ||
Finance receivables |
|
102,118 |
|
102,118 |
|
3 |
| ||
Short-term investments, certificates of deposit |
|
400 |
|
400 |
|
2 |
| ||
Financial liabilities: |
|
|
|
|
|
|
| ||
10.75% Senior secured notes |
|
241,927 |
|
107,658 |
|
1 |
| ||
12.75% Senior secured notes |
|
12,500 |
|
6,599 |
|
2 |
| ||
Subsidiary Note payable |
|
43,540 |
|
43,540 |
|
2 |
| ||
Lines of Credit |
|
37,200 |
|
37,200 |
|
2 |
| ||
|
|
December 31, 2015 |
| ||||||
|
|
Carrying |
|
|
|
|
| ||
|
|
Amount |
|
Fair Value |
|
Level |
| ||
Financial assets: |
|
|
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
98,941 |
|
$ |
98,941 |
|
1 |
|
Restricted cash |
|
3,460 |
|
3,460 |
|
1 |
| ||
Finance receivables |
|
128,501 |
|
128,501 |
|
3 |
| ||
Short-term investments, certificates of deposit |
|
1,115 |
|
1,115 |
|
2 |
| ||
Financial liabilities: |
|
|
|
|
|
|
| ||
10.75% Senior secured notes |
|
328,716 |
|
77,248 |
|
1 |
| ||
12.75% Senior secured notes |
|
25,000 |
|
9,063 |
|
2 |
| ||
Related party Florida seller notes |
|
10,097 |
|
10,097 |
|
2 |
| ||
Subsidiary Note payable |
|
36,154 |
|
36,154 |
|
2 |
| ||
Lines of Credit |
|
27,200 |
|
27,200 |
|
2 |
| ||
Stock repurchase obligation |
|
3,130 |
|
3,130 |
|
2 |
| ||
Treasury Stock: Treasury stock is reported at cost and consists of 1,000 common shares at March 31, 2016. There were no shares held in treasury at December 31, 2015.
Subsequent events: The Company has evaluated its subsequent events (events occurring after March 31, 2016) through the issuance date of May 12, 2016.
Note 2. Finance Receivables, Credit Quality Information and Allowance for Loan Losses
Finance receivables representing amounts due from customers for advances at March 31, 2016, and December 31, 2015, consisted of the following:
|
|
March 31, |
|
December 31, |
| ||
|
|
2016 |
|
2015 |
| ||
Short-term consumer loans |
|
$ |
57,910 |
|
$ |
76,631 |
|
Medium-term consumer loans |
|
65,138 |
|
78,665 |
| ||
Gross receivables |
|
$ |
123,048 |
|
$ |
155,296 |
|
Unearned advance fees, net of deferred loan origination costs |
|
(1,648 |
) |
(2,903 |
) | ||
Finance receivables before allowance for loan losses |
|
121,400 |
|
152,393 |
| ||
Allowance for loan losses |
|
(19,282 |
) |
(23,892 |
) | ||
Finance receivables, net |
|
$ |
102,118 |
|
$ |
128,501 |
|
|
|
|
|
|
| ||
Finance receivables, net |
|
|
|
|
| ||
Current portion |
|
$ |
94,817 |
|
$ |
119,704 |
|
Non-current portion |
|
7,301 |
|
8,797 |
| ||
Total finance receivables, net |
|
$ |
102,118 |
|
$ |
128,501 |
|
Changes in the allowance for loan losses by product type for the three months ended March 31, 2016, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance as |
| ||||||
|
|
Balance |
|
|
|
|
|
|
|
Balance |
|
Receivables |
|
a percentage |
| ||||||
|
|
1/1/2016 |
|
Provision |
|
Charge-Offs |
|
Recoveries |
|
3/31/2016 |
|
3/31/2016 |
|
of receivable |
| ||||||
Short-term consumer loans |
|
$ |
3,676 |
|
$ |
7,731 |
|
$ |
(26,918 |
) |
$ |
18,349 |
|
$ |
2,838 |
|
$ |
57,910 |
|
4.90 |
% |
Medium-term consumer loans |
|
20,216 |
|
11,978 |
|
(17,980 |
) |
2,230 |
|
16,444 |
|
65,138 |
|
25.24 |
% | ||||||
|
|
$ |
23,892 |
|
$ |
19,709 |
|
$ |
(44,898 |
) |
$ |
20,579 |
|
$ |
19,282 |
|
$ |
123,048 |
|
15.67 |
% |
The provision for loan losses for the three months ended March 31, 2016, also includes losses from returned items from check cashing of $1,565.
The provision for short-term consumer loans of $7,731 is net of debt sales of $417 for the three months ended March 31, 2016.
The Company evaluates all short-term and medium-term consumer loans collectively for impairment, except for medium-term loans that have been modified and classified as troubled debt restructurings, which are individually evaluated for impairment. In certain markets, the Company reduced interest rates and favorably changed payment terms for medium-term consumer loans to assist borrowers in avoiding default and to mitigate risk of loss. The provision and subsequent charge off related to these loans totaled $356 and is included in the provision for medium-term consumer loans for the three months ended March 31, 2016. For these loans evaluated for impairment, there were $377 payment defaults during the three months ended March 31, 2016. The troubled debt restructurings during the three months ended March 31, 2016 are subject to an allowance of $96 with a net carrying value of $288 at March 31, 2016.
Changes in the allowance for loan losses by product type for the three months ended March 31, 2015 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance as |
| ||||||
|
|
Balance |
|
|
|
|
|
|
|
Balance |
|
Receivables |
|
a percentage |
| ||||||
|
|
1/1/2015 |
|
Provision |
|
Charge-Offs |
|
Recoveries |
|
3/31/2015 |
|
3/31/2015 |
|
of receivable |
| ||||||
Short-term consumer loans |
|
$ |
5,141 |
|
$ |
11,642 |
|
$ |
(35,561 |
) |
$ |
22,802 |
|
$ |
4,024 |
|
$ |
76,952 |
|
5.23 |
% |
Medium-term consumer loans |
|
25,222 |
|
18,038 |
|
(24,186 |
) |
2,660 |
|
21,734 |
|
87,644 |
|
24.80 |
% | ||||||
|
|
$ |
30,363 |
|
$ |
29,680 |
|
$ |
(59,747 |
) |
$ |
25,462 |
|
$ |
25,758 |
|
$ |
164,596 |
|
15.65 |
% |
The provision for loan losses for the three months ended March 31, 2015, also includes losses from returned items from check cashing of $2,256.
The provision for short-term consumer loans of $11,642 is net of debt sales of $631 for the three months ended March 31, 2015.
The Company evaluates all short-term and medium-term consumer loans collectively for impairment, except for medium-term loans that have been modified and classified as troubled debt restructurings, which are individually evaluated for impairment. In certain markets, the Company reduced interest rates and favorably changed payment terms for medium-term consumer loans to assist borrowers in avoiding default and to mitigate risk of loss. The provision and subsequent charge off related to these loans totaled $504 and is included in the provision for medium-term consumer loans for the three months ended March 31, 2015. For these loans evaluated for impairment, there were $1,252 payment defaults during the three months ended March 31, 2015. The troubled debt restructurings during the three months ended March 31, 2015 are subject to an allowance of $201 with a net carrying value of $470 at March 31, 2015.
The Company has subsidiaries that facilitate third party lender loans. Changes in the accrual for third-party lender losses for the three months ended March 31, 2016, and 2015 were as follows:
|
|
Three months ended March 31, |
| ||||
|
|
2016 |
|
2015 |
| ||
Balance, beginning of period |
|
$ |
2,610 |
|
$ |
4,434 |
|
Provision for loan losses |
|
5,201 |
|
7,974 |
| ||
Charge-offs, net |
|
(5,595 |
) |
(9,305 |
) | ||
Balance, end of period |
|
$ |
2,216 |
|
$ |
3,103 |
|
Total gross finance receivables for which the Company has recorded an accrual for third-party lender losses totaled $31,233 and $40,552 at March 31, 2016, and December 31, 2015, respectively, and the corresponding guaranteed consumer loans are disclosed as an off-balance sheet arrangement. The provision for third party lender losses of $5,201 for the three months ended March 31, 2016 is net of debt sales of $352.
The Company considers the near term repayment performance of finance receivables as its primary credit quality indicator. The Company performs credit checks through consumer reporting agencies on certain borrowers. If a third-party lender provides the advance, the applicable third-party lender decides whether to approve the loan and establishes all of the underwriting criteria and terms, conditions, and features of the customers loan agreement.
The aging of receivables at March 31, 2016, and December 31, 2015, are as follows:
|
|
March 31, 2016 |
|
December 31, 2015 |
| ||||||
Current finance receivables |
|
$ |
110,330 |
|
89.7 |
% |
$ |
138,346 |
|
89.1 |
% |
Past due finance receivables (1 - 30 days) |
|
|
|
|
|
|
|
|
| ||
Short-term consumer loans |
|
1,144 |
|
0.9 |
% |
1,268 |
|
0.8 |
% | ||
Medium-term consumer loans |
|
6,782 |
|
5.5 |
% |
9,433 |
|
6.1 |
% | ||
Total past due finance receivables (1 - 30 days) |
|
7,926 |
|
6.4 |
% |
10,701 |
|
6.9 |
% | ||
Past due finance receivables (31 - 60 days) |
|
|
|
|
|
|
|
|
| ||
Medium-term consumer loans |
|
2,921 |
|
2.4 |
% |
3,225 |
|
2.1 |
% | ||
Total past due finance receivables (31 - 60 days) |
|
2,921 |
|
2.4 |
% |
3,225 |
|
2.1 |
% | ||
Past due finance receivables (61 - 90 days) |
|
|
|
|
|
|
|
|
| ||
Medium-term consumer loans |
|
1,871 |
|
1.5 |
% |
3,024 |
|
1.9 |
% | ||
Total past due finance receivables (61 - 90 days) |
|
1,871 |
|
1.5 |
% |
3,024 |
|
1.9 |
% | ||
Total delinquent |
|
12,718 |
|
10.3 |
% |
16,950 |
|
10.9 |
% | ||
|
|
$ |
123,048 |
|
100.0 |
% |
$ |
155,296 |
|
100.0 |
% |
Note 3. Related Party Transactions and Balances
Certain senior members of management have an interest in a vendor from which the Company purchases telecommunications services. The $788 and $140, respectively, in hardware and services for the three months ended March 31, 2016 and 2015 were provided to the Company by the vendor at a reduced rate. If the Company were to source the services from another vendor, the overall cost of the services would likely increase.
The Company has a consulting agreement with a related party for information technology consulting services. Consulting services provided to the Company for the three months ended March 31, 2016, and 2015 were $138 and $81, respectively.
There were no additional significant new, or changes to existing, related party transactions during the three months ended March 31, 2016.
Note 4. Goodwill and Other Intangible Assets
The Company performed a goodwill impairment test for the Retail services segment as required when a portion of a segment is sold. See the Sale of Subsidiary described in Note 10. The test resulted in no impairment of goodwill as of February 1, 2016.
Intangible amortization expense for the three months ended March 31, 2016, and 2015 were $271 and $592, respectively. There were no additional significant changes to goodwill and other intangible assets during the three months ended March 31, 2016.
Note 5. Pledged Assets and Debt
Lines of credit at March 31, 2016 and December 31, 2015, consisted of the following:
|
|
March 31, 2016 |
|
December 31, 2015 |
| ||||||||||||||
|
|
|
|
Deferred |
|
|
|
|
|
Deferred |
|
|
| ||||||
|
|
|
|
Issuance |
|
Net |
|
|
|
Issuance |
|
Net |
| ||||||
|
|
Principal |
|
Costs |
|
Principal |
|
Principal |
|
Costs |
|
Principal |
| ||||||
$7,000 Revolving credit, secured, prime plus 1.00% with 5.00% floor, due July 2017, collateralized by all of Insight Capital, LLCs assets |
|
$ |
5,500 |
|
$ |
32 |
|
$ |
5,468 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$31,700 Revolving credit, secured, interest rate as defined below, due March 2017, collateralized by all Guarantor Company assets |
|
31,700 |
|
458 |
|
31,242 |
|
27,200 |
|
575 |
|
26,625 |
| ||||||
|
|
37,200 |
|
490 |
|
36,710 |
|
27,200 |
|
575 |
|
26,625 |
| ||||||
Less current maturities |
|
31,700 |
|
458 |
|
31,242 |
|
|
|
|
|
|
| ||||||
Long-term portion |
|
$ |
5,500 |
|
$ |
32 |
|
$ |
5,468 |
|
$ |
27,200 |
|
$ |
575 |
|
$ |
26,625 |
|
The deferred issuance costs of $13 were greater than the carrying value of the $7,000 Revolving credit facility as of December 31, 2015 and is included in Other Current Assets on the Consolidated Balance Sheet.
The interest rate is one-month LIBOR plus 14% with a 15% floor, and there is a make-whole payment if the revolving principal balance falls below 85% of the aggregate commitment on or before September 27, 2016. The 1-month LIBOR was 0.44% and 0.24% at March 31, 2016 and December 31, 2015, respectively, and the prime rate was 3.50% and 3.25% at March 31, 2016 and December 31, 2015, respectively.
Senior secured notes payable at March 31, 2016, and December 31, 2015, consisted of the following:
|
|
March 31, 2016 |
|
December 31, 2015 |
| ||||||||||||||
|
|
|
|
Deferred |
|
|
|
|
|
Deferred |
|
|
| ||||||
|
|
|
|
Issuance |
|
Net |
|
|
|
Issuance |
|
Net |
| ||||||
|
|
Principal |
|
Costs |
|
Principal |
|
Principal |
|
Costs |
|
Principal |
| ||||||
$395,000 Senior Note payable, 10.75 %, collateralized by all Guarantor Company assets, semi-annual interest payments with principal due April 2019 |
|
$ |
241,927 |
|
$ |
3,545 |
|
$ |
238,382 |
|
$ |
328,716 |
|
$ |
5,207 |
|
$ |
323,509 |
|
$25,000 Senior Note payable, 12.75 %, collateralized by all Guarantor Company assets, semi-annual interest payments with principal due May 2020 |
|
12,500 |
|
281 |
|
12,219 |
|
25,000 |
|
596 |
|
24,404 |
| ||||||
|
|
254,427 |
|
3,826 |
|
250,601 |
|
353,716 |
|
5,803 |
|
347,913 |
| ||||||
Less current maturities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Long-term portion |
|
$ |
254,427 |
|
$ |
3,826 |
|
$ |
250,601 |
|
$ |
353,716 |
|
$ |
5,803 |
|
$ |
347,913 |
|
For the three months ended March 31, 2016, the Company repurchased $99,289 of our senior secured notes resulting in a $62,852 gain on debt extinguishment. The Company may continue to repurchase its outstanding debt, including in the open market through privately negotiated transactions, by exercising redemption rights, or otherwise and any such repurchases may be material.
Non-guarantor notes payable at March 31, 2016, and December 31, 2015, consisted of the following related party Florida seller notes:
|
|
March 31, 2016 |
|
December 31, 2015 |
| ||||||||||||||
|
|
|
|
Deferred |
|
|
|
|
|
Deferred |
|
|
| ||||||
|
|
|
|
Issuance |
|
Net |
|
|
|
Issuance |
|
|
| ||||||
|
|
Principal |
|
Costs |
|
Principal |
|
Principal |
|
Costs |
|
Principal |
| ||||||
$8,000 non-guarantor term note, secured, 10.00%, quarterly interest payments with principal due August 2016 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
7,905 |
|
$ |
|
|
$ |
7,905 |
|
$9,000 non-guarantor term note, secured, 10.00%, quarterly principal and interest payments due August 2016 |
|
|
|
|
|
|
|
2,192 |
|
|
|
2,192 |
| ||||||
|
|
|
|
|
|
|
|
10,097 |
|
|
|
10,097 |
| ||||||
Less current maturities |
|
|
|
|
|
|
|
10,097 |
|
|
|
10,097 |
| ||||||
Long-term portion |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
As part of the consideration of the Companys sale of its Buckeye Check Cashing of Florida II subsidiary on January 31, 2016, the Company was released from its liability for the two previously outstanding non-guarantor notes payable totaling $10,097. The notes were incurred in connection with the Companys initial acquisition of this entity.
Subsidiary notes payable at March 31, 2016, and December 31, 2015, consisted of the following:
|
|
March 31, 2016 |
|
December 31, 2015 |
| ||||||||||||||
|
|
|
|
Deferred |
|
|
|
|
|
Deferred |
|
|
| ||||||
|
|
|
|
Issuance |
|
Net |
|
|
|
Issuance |
|
Net |
| ||||||
|
|
Principal |
|
Costs |
|
Principal |
|
Principal |
|
Costs |
|
Principal |
| ||||||
$35,000 Note, secured, 16.5%, collateralized by acquired loans, due January 2017 |
|
$ |
35,000 |
|
$ |
289 |
|
$ |
34,711 |
|
$ |
35,000 |
|
$ |
425 |
|
$ |
34,575 |
|
$7,400 Note, secured, 18.5%, collateralized by acquired loans, due December 2016 |
|
7,400 |
|
146 |
|
7,254 |
|
|
|
|
|
|
| ||||||
$1,425 Term note, secured, 4.25%, collateralized by financed asset, due July 2019 |
|
981 |
|
11 |
|
970 |
|
995 |
|
12 |
|
983 |
| ||||||
$489 Term note, secured, 8.50%, collateralized by financed asset, due July 2016 |
|
159 |
|
|
|
159 |
|
159 |
|
|
|
159 |
| ||||||
|
|
43,540 |
|
446 |
|
43,094 |
|
36,154 |
|
437 |
|
35,717 |
| ||||||
Less current maturities |
|
42,615 |
|
438 |
|
42,177 |
|
214 |
|
3 |
|
211 |
| ||||||
Long-term portion |
|
$ |
925 |
|
$ |
8 |
|
$ |
917 |
|
$ |
35,940 |
|
$ |
434 |
|
$ |
35,506 |
|
The proceeds from the $7,400 subsidiary note will be used by a non-guarantor subsidiary for consumer loan acquisitions from guarantor subsidiaries.
There were no additional significant changes to pledged assets or debt during the three months ended March 31, 2016.
Note 6. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities at March 31, 2016, and December 31, 2015, consisted of the following:
|
|
March 31, |
|
December 31, |
| ||
|
|
2016 |
|
2015 |
| ||
Accounts payable |
|
$ |
1,995 |
|
$ |
4,403 |
|
Accrued payroll and compensated absences |
|
6,473 |
|
7,673 |
| ||
Wire transfers payable |
|
1,587 |
|
1,795 |
| ||
Accrual for third-party losses |
|
2,216 |
|
2,610 |
| ||
Unearned CSO Fees |
|
3,607 |
|
4,990 |
| ||
Deferred rent |
|
1,046 |
|
1,229 |
| ||
Bill payment |
|
1,428 |
|
4,611 |
| ||
Lease termination |
|
1,106 |
|
1,180 |
| ||
Federal and state tax |
|
3,128 |
|
|
| ||
Other |
|
4,563 |
|
6,125 |
| ||
|
|
$ |
27,149 |
|
$ |
34,616 |
|
Note 7. Operating and Capital Lease Commitments and Total Rental Expense
Rental expense, including common area maintenance and real estate tax expense, totaled $7,054 and $7,909 for the three months ended March 31, 2016, and 2015, respectively.
There were no additional significant changes to operating and capital lease commitments during the three months ended March 31, 2016.
Note 8. Concentrations of Credit Risks
The Companys portfolio of finance receivables is comprised of loan agreements with customers living in thirty-four states and consequently such customers ability to honor their contracts may be affected by economic conditions in those states. Additionally, the Company is subject to regulation by federal and state governments that affect the products and services provided by the Company. To the extent that laws and regulations are passed that affect the Companys ability to offer loans or similar products in any of the states in which it operates, the Companys financial position could be adversely affected.
The following table summarizes the allocation of the portfolio balance by state at March 31, 2016 and December 31, 2015:
|
|
March 31, 2016 |
|
December 31, 2015 |
| ||||||
|
|
Balance |
|
Percentage of |
|
Balance |
|
Percentage of |
| ||
State |
|
Outstanding |
|
Total Outstanding |
|
Outstanding |
|
Total Outstanding |
| ||
Alabama |
|
$ |
13,738 |
|
11.2 |
% |
$ |
16,375 |
|
10.6 |
% |
Arizona |
|
10,987 |
|
8.9 |
|
14,137 |
|
9.1 |
| ||
California |
|
49,086 |
|
39.9 |
|
56,586 |
|
36.4 |
| ||
Florida |
|
1,799 |
|
1.5 |
|
8,052 |
|
5.2 |
| ||
Virginia |
|
11,796 |
|
9.6 |
|
14,726 |
|
9.4 |
| ||
Other retail segment states |
|
20,497 |
|
16.6 |
|
25,412 |
|
16.4 |
| ||
Other internet segment states |
|
15,145 |
|
12.3 |
|
20,008 |
|
12.9 |
| ||
Total |
|
$ |
123,048 |
|
100.0 |
% |
$ |
155,296 |
|
100.0 |
% |
The other retail segment states are: Illinois, Indiana, Kansas, Kentucky, Michigan, Missouri, Ohio, Oregon, Tennessee, and Utah.
The other internet segment states are: Alabama, Alaska, California, Delaware, Florida, Hawaii, Idaho, Illinois, Indiana, Kansas, Louisiana, Maine, Minnesota, Mississippi, Missouri, Nevada, New Mexico, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia, Washington, Wisconsin, and Wyoming. In the third quarter of 2015, the Company ceased all international operations in order to focus on its domestic operations.
In certain markets, the Company offers a CSO product to assist consumers in obtaining credit with unaffiliated third-party lenders. Total gross finance receivables for which the Company has recorded an accrual for third-party lender losses totaled $31,233 and $40,552 at March 31, 2016, and December 31, 2015, respectively, and the corresponding guaranteed consumer loans are disclosed as an off-balance sheet arrangement.
Note 9. Contingencies
From time-to-time the Company is a defendant in various lawsuits and administrative proceedings wherein certain amounts are claimed or violations of law or regulations are asserted. In the opinion of the Companys management, these claims are without substantial merit and should not result in judgments which in the aggregate would have a material adverse effect on the Companys financial statements.
Note 10. Sale of Subsidiary
On February 1, 2016, Buckeye Check Cashing of Florida, Inc., a wholly-owned subsidiary of CCFI, completed the sale of the membership interests of Buckeye Check Cashing of Florida II, LLC (Florida II) to Buckeye Check Cashing of Florida III, LLC (Buyer). Florida II most recently operated 43 stores in the South Florida market and was part of the Companys Retail financial service operating segment. Florida II was an unrestricted subsidiary under the Companys outstanding senior secured debt instruments.
The consideration for the sale of Florida II included the following:
· 1,000,000 shares of common stock of the Company held by Check Cashing USA Holdings, Inc., an affiliate of the Buyer, have been assigned to the Company and recorded as treasury stock of $50. In addition, stock repurchase rights associated with the shares have also been cancelled, resulting in the elimination of a stock repurchase obligation of $3,130.
· The Company was released from liability for two promissory notes totaling $10,112 that were incurred in connection with the Companys original acquisition of Florida II (the related party Florida seller notes).
In connection with the sale, the Company has also provided the Buyer with a short-term $6,000 line of credit, substantially all of which was drawn by the Buyer as part of, or concurrent with, the sale. As a result of uncertainties associated with repayment of the line of credit, the Company also recognized a $3,000 loan loss reserve that has been included in the loss on sale of Florida II.
The Company recognized a pre-tax loss of $1,569 on the sale of Florida II, including the goodwill of $5,691 allocated to the Florida II transaction based on relative fair value. The difference between the pre-tax loss of $1,569 and tax loss of $24,062 on the sale of Florida II reflects the difference in GAAP and tax treatment of goodwill associated with an individual acquisition.
Note 11. Stock Based Compensation
Stock-based compensation costs for the three months ended March 31, 2016 and 2015, were $113 and $258, respectively. As of March 31, 2016 and 2015, unrecognized stock-based compensation costs to be recognized over future periods approximated $825 and $1,274, respectively. At March 31, 2016, the remaining unrecognized compensation expense was $726 for certain awards that vest solely upon a change in control and $99 for certain awards that vest either over the requisite service period or a change in control. The remaining weighted-average period for the awards that vest solely upon a change in control cannot be determined because they vest upon an event not within the Companys control. The remaining unrecognized compensation expense of $825 is expected to be recognized over a weighted-average period of 0.7 years. The total income tax benefit recognized in the consolidated statements of operations for the stock-based compensation arrangements was $45 and $103 for the three months ended March 31, 2016 and 2015, respectively.
There were no significant stock option, restricted stock unit, or stock appreciation right activities during the three months ended March 31, 2016.
Note 12. Business Segments
The Company has elected to organize and report on its operations as two operating segments: Retail financial services and Internet financial services.
The following tables present summarized financial information for the Companys segments:
|
|
As of and for the three months ended March 31, 2016 |
| ||||||||||||||||
|
|
Retail |
|
% of |
|
Internet |
|
% of |
|
Unallocated |
|
|
|
% of |
| ||||
|
|
Financial Services |
|
Revenue |
|
Financial Services |
|
Revenue |
|
(Income) Expenses |
|
Consolidated |
|
Revenue |
| ||||
Total Assets |
|
$ |
356,127 |
|
|
|
$ |
71,211 |
|
|
|
$ |
|
|
$ |
427,338 |
|
|
|
Goodwill |
|
146,877 |
|
|
|
|
|
|
|
|
|
146,877 |
|
|
| ||||
Other Intangible Assets |
|
348 |
|
|
|
1,134 |
|
|
|
|
|
1,482 |
|
|
| ||||
Total Revenues |
|
$ |
81,369 |
|
100.0 |
% |
$ |
26,188 |
|
100.0 |
% |
$ |
|
|
$ |
107,557 |
|
100.0 |
% |
Provision for Loan Losses |
|
12,565 |
|
15.4 |
% |
13,910 |
|
53.1 |
% |
|
|
26,475 |
|
24.6 |
% | ||||
Other Operating Expenses |
|
38,738 |
|
47.6 |
% |
4,225 |
|
16.1 |
% |
|
|
42,963 |
|
40.0 |
% | ||||
Operating Gross Profit |
|
30,066 |
|
37.0 |
% |
8,053 |
|
30.8 |
% |
|
|
38,119 |
|
35.4 |
% | ||||
Interest Expense, net |
|
7,314 |
|
9.0 |
% |
4,149 |
|
15.8 |
% |
|
|
11,463 |
|
10.7 |
% | ||||
Depreciation and Amortization |
|
967 |
|
1.2 |
% |
242 |
|
0.9 |
% |
|
|
1,209 |
|
1.1 |
% | ||||
Loss on Sale of Subsidiary |
|
1,569 |
|
1.9 |
% |
|
|
|
|
|
|
1,569 |
|
1.5 |
% | ||||
Gain on Debt Extinguishment (a) |
|
|
|
|
|
|
|
|
|
(62,852 |
) |
(62,852 |
) |
(58.4 |
)% | ||||
Other Corporate Expenses (a) |
|
|
|
|
|
|
|
|
|
21,585 |
|
21,585 |
|
20.1 |
% | ||||
Income from Operations, before tax |
|
20,216 |
|
24.8 |
% |
3,662 |
|
14.0 |
% |
41,267 |
|
65,145 |
|
60.6 |
% |
(a) Represents income and expenses not associated directly with operations that are not allocated between reportable segments. Therefore, the Company has elected to disclose the gain on debt extinguishment and all other corporate expenses as unallocated.
There were no intersegment revenues for the three months ended March 31, 2016.
|
|
As of and for the three months ended March 31, 2015 |
| ||||||||||||||||
|
|
Retail |
|
% of |
|
Internet |
|
% of |
|
Unallocated |
|
|
|
% of |
| ||||
|
|
Financial Services |
|
Revenue |
|
Financial Services |
|
Revenue |
|
(Income) Expenses |
|
Consolidated |
|
Revenue |
| ||||
Total Assets |
|
$ |
534,326 |
|
|
|
$ |
76,491 |
|
|
|
$ |
|
|
$ |
610,817 |
|
|
|
Goodwill |
|
222,233 |
|
|
|
|
|
|
|
|
|
222,233 |
|
|
| ||||
Other Intangible Assets |
|
1,408 |
|
|
|
1,680 |
|
|
|
|
|
3,088 |
|
|
| ||||
Total Revenues |
|
$ |
103,382 |
|
100.0 |
% |
$ |
33,052 |
|
100.0 |
% |
$ |
|
|
$ |
136,434 |
|
100.0 |
% |
Provision for Loan Losses |
|
21,484 |
|
20.8 |
% |
18,426 |
|
55.7 |
% |
|
|
39,910 |
|
29.2 |
% | ||||
Other Operating Expenses |
|
44,057 |
|
42.6 |
% |
5,320 |
|
16.1 |
% |
|
|
49,377 |
|
36.2 |
% | ||||
Operating Gross Profit |
|
37,841 |
|
36.6 |
% |
9,306 |
|
28.2 |
% |
|
|
47,147 |
|
34.6 |
% | ||||
Interest Expense, net |
|
9,292 |
|
9.0 |
% |
4,916 |
|
14.9 |
% |
|
|
14,208 |
|
10.4 |
% | ||||
Depreciation and Amortization |
|
1,131 |
|
1.1 |
% |
284 |
|
0.9 |
% |
|
|
1,415 |
|
1.0 |
% | ||||
Other Corporate Expenses (a) |
|
|
|
|
|
|
|
|
|
20,809 |
|
20,809 |
|
15.3 |
% | ||||
Income (loss) from Operations, before tax |
|
27,418 |
|
26.5 |
% |
4,106 |
|
12.4 |
% |
(20,809 |
) |
10,715 |
|
7.9 |
% |
(a) Represents expenses not associated directly with operations that are not allocated between reportable segments. Therefore, the Company has elected to disclose all other corporate expenses as unallocated.
Intersegment revenues of $570 for the three months ended March 31, 2015, have been eliminated.
Note 13. Income Taxes
The Company files a consolidated federal income tax return. The Company files consolidated or separate state income tax returns as permitted by the individual states in which it operates. The effective rate change is related to permanent differences between book and tax. The Company had no liability recorded for unrecognized tax benefits at March 31, 2016 or December 31, 2015.
At March 31, 2016, the Company had gross deferred tax assets of $29,609 and a net deferred tax liability of $848. At December 31, 2015, the Company had gross deferred tax assets of $46,441 and a net deferred tax asset of $1,565. A valuation allowance of $29,609 and $41,276 was recognized at March 31, 2016 and December 31, 2015, respectively, to reduce the deferred tax assets to the amount that was more likely than not expected to be realized. In evaluating whether a valuation allowance was needed for the deferred tax assets, the Company considered the ability to carry net operating losses back to prior periods, reversing taxable temporary differences, and estimates of future taxable income. There have been no credits or net operating losses that have expired. In addition, the Companys projections of future taxable income are expected to result in the realization of the remaining deferred tax assets. The projections were evaluated in light of past operating results and considered the risks associated with future taxable income related to macroeconomic conditions in the markets in which the Company operates, regulatory developments and cost containment. The Company will continue to evaluate the need for a valuation allowance against deferred tax assets in future periods and will adjust the allowance as necessary if it determines that it is not more likely than not that some or all of the deferred tax assets are expected to be realized.
The Internal Revenue Service is currently examining the Companys 2013 and 2014 federal income tax returns.
Note 14. Transactions with Variable Interest Entities
The Company has limited agency agreements with unaffiliated third-party lenders. The agreements govern the terms by which the Company refers customers to that lender, on a non-exclusive basis, for a possible extension of credit, processes loan applications and commits to reimburse the lender for any loans or related fees that were not collected from such customers. As of March 31, 2016, and December 31, 2015, the outstanding amount of active consumer loans, which was the Companys maximum exposure, was $31,233 and $40,552, respectively, which were guaranteed by the Company. This obligation is recorded as a current liability on the Companys consolidated balance sheet. The accrual for third party lender losses related to these obligations totaled $2,216 and $2,610 as of March 31, 2016 and December 31, 2015, respectively. The Company has determined that the lenders are VIEs but that the Company is not the primary beneficiary of the VIEs. Therefore, the Company has not consolidated either lender.
The Company provided a $6,000 temporary line of credit to the Buyer of Florida II as part of the consideration. The line of credit is a form of subordinated financial support that represents a variable interest in Florida II. The Company does not have the power to direct of the activities that most significantly impact the performance of Florida II, therefore, the Company has determined that it is not the primary beneficiary of Florida II and will not consolidated Florida II.
Note 15. Supplemental Guarantor Information
The 2019 notes and the 2020 notes contain various covenants that, subject to certain exceptions defined in the indentures governing the notes (the Indentures), limit the Companys ability to, among other things, engage in certain transactions with affiliates, pay dividends or distributions, redeem or repurchase capital stock, incur or assume liens or additional debt, and consolidate or merge with or into another entity or sell substantially all of its assets. The Company has optional redemption features on the 2019 notes and the 2020 notes prior to their maturity which, depending on the date of the redemption, would require premiums to be paid in addition to all principal and interest due.
The 2019 notes and 2020 notes are guaranteed by all of the Companys guarantor subsidiaries existing as of April 29, 2011 (the date the Company issued the 2019 notes) and any subsequent guarantor subsidiaries that guarantee the Companys indebtedness or the indebtedness of any other subsidiary guarantor (the Subsidiary Guarantors), in accordance with the Indentures. The Company is a holding company and has no independent assets or operations of its own. The guarantees under the 2019 notes and 2020 notes are full, unconditional, and joint and several. There are no restrictions on the ability of the Company or any of the Subsidiary Guarantors to obtain funds from its restricted subsidiaries by dividend or loan, except for net worth requirements of certain states in which the Company operates and certain requirements relating to the Companys Alabama subsidiary, Insight Capital, LLC, as a result of its separate revolving credit facility (the Alabama Revolving Credit Agreement). Certain Subsidiary Guarantors are required to maintain net worth ranging from $5 to $1,000. The total net worth requirements of these Subsidiary Guarantors is $7.4 million. The Indentures contain certain affirmative and negative covenants applicable to the Company and its Subsidiary Guarantors, including restrictions on their ability to incur additional indebtedness, consummate certain asset sales, make investments in certain entities that create liens on their assets, enter into certain affiliate transactions and make certain restricted payments, including restrictions on the Companys ability to pay dividends on, or repurchase, its common stock.
As long as the $7,000 Alabama Revolving Credit Agreement remains outstanding, the guarantee provided Insight Capital, LLC is secured on a second-priority basis by the shared Alabama collateral held by such subsidiary. As a result, any obligations under the Alabama Revolving Credit Agreement must first be satisfied before the Alabama subsidiary can make any payments with respect to the 2019 and 2020 Notes.
Note 16. Supplemental Condensed Consolidating Guarantor and Non- Guarantor Financial Information
The following presents the condensed consolidating guarantor financial information as of March 31, 2016, and December 31, 2015, and for the three months ended March 31, 2016, and 2015, for the subsidiaries of the Company that serve as guarantors of the 2019 Notes and the 2020 Notes, and for the subsidiaries that do not serve as a guarantor. The non-guarantor subsidiaries are Buckeye Check Cashing of Florida II, LLC, CCFI Funding LLC, CCFI Funding II LLC, Direct Financial Solutions of UK Limited and its subsidiary Cash Central UK Limited, Direct Financial Solutions of Canada, Inc and its subsidiaries DFS-CC Financial Services LLC, DFS-CC Financial Services (Calgary) LLC and DFS-CC Financial Services (Toronto) LLC, and Direct Financial Solutions of Australia Pty Ltd and its subsidiary Cash Central of Australia Pty Ltd. Each of the Companys guarantor subsidiaries are 100% owned by the Company or its subsidiaries, and all guarantees are full, unconditional, and joint and several.
Of the entities under Non-Guarantor Subsidiaries in the tables below, Buckeye Check Cashing of Florida II, LLC, CCFI Funding, and CCFI Funding II are Unrestricted Subsidiaries as defined in the Indentures. Buckeye Check Cashing of Florida II, LLC was acquired on July 31, 2012 and was sold on February 1, 2016, CCFI Funding was created on December 20, 2013, and CCFI Funding II was established on September 19, 2014. Refer to the Non-Guarantor Subsidiaries columns in the following condensed consolidating schedules. Buckeye Check Cashing of Florida II is not included in the March 31, 2016 Balance Sheet as the entity was sold on February 1, 2016, and is included in the Statement of Operations for only the month ended January 31, 2016. The remainder of the entities included under non-Guarantor Subsidiaries in the tables below are Restricted Subsidiaries as defined in the Indentures governing the 2019 notes and the 2020 notes and, for the periods specified, did not have material assets, liabilities, revenue or expenses.
The supplemental guarantor information required by GAAP distinguishes between non-guarantor and guarantor financial information based on the legal entities and the guarantor requirements contained in the indentures governing the 2019 Notes, 2020 Notes, and the Companys Revolving credit agreement. ASC 350-20, Intangibles Goodwill and Other, however, requires that goodwill be allocated to reporting units irrespective of which legal entity the goodwill is associated with. When a portion of a reporting unit is sold, goodwill is allocated to the business disposed of based on the relative fair values of the business sold and the retained portion of the reporting unit. The sale of Florida II results in a reduction of goodwill of $5,691 for the Companys Retail services segment, with the remaining goodwill of approximately $25,344 allocated to Florida IIs guarantor parent. The book loss on the sale of Florida II is $1,569 whereas the tax loss on the sale of Florida II is $24,062. For tax purposes, all of the goodwill associated with the original Florida II acquisition is written off, which reflects the difference in the book and tax treatment of goodwill associated with an individual acquisition.
Community Choice Financial Inc. and Subsidiaries
Condensed Consolidating Balance Sheet (unaudited)
March 31, 2016
|
|
Community |
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
| |||||
|
|
Choice Financial |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
| |||||
Assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Current Assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Cash and cash equivalents |
|
$ |
|
|
$ |
78,929 |
|
$ |
29,730 |
|
$ |
|
|
$ |
108,659 |
|
Restricted cash |
|
|
|
3,460 |
|
|
|
|
|
3,460 |
| |||||
Finance receivables, net |
|
|
|
71,511 |
|
23,306 |
|
|
|
94,817 |
| |||||
Short-term investments, certificates of deposit |
|
|
|
400 |
|
|
|
|
|
400 |
| |||||
Card related pre-funding and receivables |
|
|
|
2,067 |
|
|
|
|
|
2,067 |
| |||||
Other current assets |
|
|
|
25,953 |
|
2,380 |
|
(10,012 |
) |
18,321 |
| |||||
Total current assets |
|
|
|
182,320 |
|
55,416 |
|
(10,012 |
) |
227,724 |
| |||||
Noncurrent Assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Investment in Subsidiaries |
|
353,808 |
|
|
|
|
|
(353,808 |
) |
|
| |||||
Finance receivables, net |
|
|
|
7,301 |
|
|
|
|
|
7,301 |
| |||||
Leasehold improvements and equipment, net |
|
|
|
41,390 |
|
|
|
|
|
41,390 |
| |||||
Goodwill |
|
|
|
146,877 |
|
|
|
|
|
146,877 |
| |||||
Other intangible assets |
|
|
|
1,482 |
|
|
|
|
|
1,482 |
| |||||
Security deposits |
|
|
|
2,564 |
|
|
|
|
|
2,564 |
| |||||
Total assets |
|
$ |
353,808 |
|
$ |
381,934 |
|
$ |
55,416 |
|
$ |
(363,820 |
) |
$ |
427,338 |
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
|
|
| |||||
Current Liabilities |
|
|
|
|
|
|
|
|
|
|
| |||||
Accounts payable and accrued liabilities |
|
$ |
|
|
$ |
29,536 |
|
$ |
(67 |
) |
$ |
(2,320 |
) |
$ |
27,149 |
|
Money orders payable |
|
|
|
8,338 |
|
|
|
|
|
8,338 |
| |||||
Accrued interest |
|
11,500 |
|
37 |
|
2,015 |
|
(1,839 |
) |
11,713 |
| |||||
Current portion of capital lease obligation |
|
|
|
1,421 |
|
|
|
|
|
1,421 |
| |||||
Current portion of lines of credit |
|
31,242 |
|
|
|
|
|
|
|
31,242 |
| |||||
Current portion of subsidiary note payable |
|
|
|
212 |
|
41,965 |
|
|
|
42,177 |
| |||||
CCFI funding notes |
|
|
|
|
|
5,853 |
|
(5,853 |
) |
|
| |||||
Deferred revenue |
|
|
|
4,608 |
|
|
|
|
|
4,608 |
| |||||
Total current liabilities |
|
42,742 |
|
44,152 |
|
49,766 |
|
(10,012 |
) |
126,648 |
| |||||
Noncurrent Liabilities |
|
|
|
|
|
|
|
|
|
|
| |||||
Accrued liabilities |
|
|
|
|
|
|
|
|
|
|
| |||||
Lease termination payable |
|
|
|
1,023 |
|
|
|
|
|
1,023 |
| |||||
Capital lease obligation |
|
|
|
1,191 |
|
|
|
|
|
1,191 |
| |||||
Stock repurchase obligation |
|
|
|
|
|
|
|
|
|
|
| |||||
Lines of credit |
|
|
|
5,468 |
|
|
|
|
|
5,468 |
| |||||
Subsidiary note payable |
|
|
|
917 |
|
|
|
|
|
917 |
| |||||
Senior secured notes |
|
250,601 |
|
|
|
|
|
|
|
250,601 |
| |||||
Deferred Revenue |
|
|
|
8,800 |
|
|
|
|
|
8,800 |
| |||||
Deferred tax liability, net |
|
|
|
848 |
|
|
|
|
|
848 |
| |||||
Total liabilities |
|
293,343 |
|
62,399 |
|
49,766 |
|
(10,012 |
) |
395,496 |
| |||||
Stockholders Equity |
|
60,465 |
|
319,535 |
|
5,650 |
|
(353,808 |
) |
31,842 |
| |||||
Total liabilities and stockholders equity |
|
$ |
353,808 |
|
$ |
381,934 |
|
$ |
55,416 |
|
$ |
(363,820 |
) |
$ |
427,338 |
|
Community Choice Financial Inc. and Subsidiaries
Condensed Consolidating Balance Sheet
December 31, 2015
|
|
Community |
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
| |||||
|
|
Choice Financial |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
| |||||
Assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Current Assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Cash and cash equivalents |
|
$ |
|
|
$ |
69,986 |
|
$ |
28,955 |
|
$ |
|
|
$ |
98,941 |
|
Restricted cash |
|
|
|
3,460 |
|
|
|
|
|
3,460 |
| |||||
Finance receivables, net |
|
|
|
96,088 |
|
23,616 |
|
|
|
119,704 |
| |||||
Short-term investments, certificates of deposit |
|
|
|
1,115 |
|
|
|
|
|
1,115 |
| |||||
Card related pre-funding and receivables |
|
|
|
1,674 |
|
|
|
|
|
1,674 |
| |||||
Other current assets |
|
|
|
33,292 |
|
2,661 |
|
(18,929 |
) |
17,024 |
| |||||
Total current assets |
|
|
|
205,615 |
|
55,232 |
|
(18,929 |
) |
241,918 |
| |||||
Noncurrent Assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Investment in Subsidiaries |
|
378,548 |
|
17,156 |
|
|
|
(395,704 |
) |
|
| |||||
Finance receivables, net |
|
|
|
8,797 |
|
|
|
|
|
8,797 |
| |||||
Leasehold improvements and equipment, net |
|
|
|
43,300 |
|
2,785 |
|
|
|
46,085 |
| |||||
Goodwill |
|
|
|
121,533 |
|
31,035 |
|
|
|
152,568 |
| |||||
Other intangible assets |
|
|
|
1,748 |
|
165 |
|
|
|
1,913 |
| |||||
Security deposits |
|
|
|
2,943 |
|
155 |
|
|
|
3,098 |
| |||||
Deferred tax asset, net |
|
|
|
5,165 |
|
|
|
|
|
5,165 |
| |||||
Total assets |
|
$ |
378,548 |
|
$ |
406,257 |
|
$ |
89,372 |
|
$ |
(414,633 |
) |
$ |
459,544 |
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
|
|
| |||||
Current Liabilities |
|
|
|
|
|
|
|
|
|
|
| |||||
Accounts payable and accrued liabilities |
|
$ |
|
|
$ |
35,612 |
|
$ |
11,012 |
|
$ |
(12,008 |
) |
$ |
34,616 |
|
Money orders payable |
|
|
|
10,486 |
|
747 |
|
|
|
11,233 |
| |||||
Accrued interest |
|
6,420 |
|
6 |
|
1,849 |
|
(1,568 |
) |
6,707 |
| |||||
Current portion of capital lease obligation |
|
|
|
1,447 |
|
120 |
|
|
|
1,567 |
| |||||
Current portion of related party Florida seller notes |
|
|
|
|
|
10,097 |
|
|
|
10,097 |
| |||||
Current portion of subsidiary note payable |
|
|
|
211 |
|
|
|
|
|
211 |
| |||||
CCFI funding notes |
|
|
|
|
|
5,353 |
|
(5,353 |
) |
|
| |||||
Deferred revenue |
|
|
|
3,154 |
|
|
|
|
|
3,154 |
| |||||
Total current liabilities |
|
6,420 |
|
50,916 |
|
29,178 |
|
(18,929 |
) |
67,585 |
| |||||
Noncurrent Liabilities |
|
|
|
|
|
|
|
|
|
|
| |||||
Accrued liabilities |
|
|
|
|
|
|
|
|
|
|
| |||||
Lease termination payable |
|
|
|
1,266 |
|
56 |
|
|
|
1,322 |
| |||||
Capital lease obligation |
|
|
|
1,430 |
|
55 |
|
|
|
1,485 |
| |||||
Stock repurchase obligation |
|
|
|
|
|
3,130 |
|
|
|
3,130 |
| |||||
Lines of credit |
|
26,625 |
|
|
|
|
|
|
|
26,625 |
| |||||
Subsidiary note payable |
|
|
|
931 |
|
34,575 |
|
|
|
35,506 |
| |||||
Senior secured notes |
|
347,913 |
|
|
|
|
|
|
|
347,913 |
| |||||
Total liabilities |
|
380,958 |
|
54,543 |
|
66,994 |
|
(18,929 |
) |
483,566 |
| |||||
Stockholders Equity (Deficit) |
|
(2,410 |
) |
351,714 |
|
22,378 |
|
(395,704 |
) |
(24,022 |
) | |||||
Total liabilities and stockholders equity |
|
$ |
378,548 |
|
$ |
406,257 |
|
$ |
89,372 |
|
$ |
(414,633 |
) |
$ |
459,544 |
|
Community Choice Financial Inc. and Subsidiaries
Condensed Consolidating Statements of Income (unaudited)
Three Months Ended March 31, 2016
|
|
Community |
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
| |||||
|
|
Choice Financial |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
| |||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
| |||||
Finance receivable fees |
|
$ |
|
|
$ |
49,887 |
|
$ |
13,997 |
|
$ |
|
|
$ |
63,884 |
|
Credit service fees |
|
|
|
22,103 |
|
|
|
|
|
22,103 |
| |||||
Check cashing fees |
|
|
|
12,810 |
|
545 |
|
|
|
13,355 |
| |||||
Card fees |
|
|
|
2,110 |
|
38 |
|
|
|
2,148 |
| |||||
Dividend |
|
|
|
3,000 |
|
|
|
(3,000 |
) |
|
| |||||
Other |
|
|
|
6,157 |
|
191 |
|
(281 |
) |
6,067 |
| |||||
Total revenues |
|
|
|
96,067 |
|
14,771 |
|
(3,281 |
) |
107,557 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
| |||||
Salaries and benefits |
|
|
|
17,666 |
|
613 |
|
|
|
18,279 |
| |||||
Provision for loan losses |
|
|
|
19,851 |
|
6,624 |
|
|
|
26,475 |
| |||||
Occupancy |
|
|
|
6,420 |
|
251 |
|
(11 |
) |
6,660 |
| |||||
Advertising and marketing |
|
|
|
2,674 |
|
4 |
|
|
|
2,678 |
| |||||
Depreciation and amortization |
|
|
|
2,656 |
|
78 |
|
|
|
2,734 |
| |||||
Other |
|
|
|
12,123 |
|
489 |
|
|
|
12,612 |
| |||||
Total operating expenses |
|
|
|
61,390 |
|
8,059 |
|
(11 |
) |
69,438 |
| |||||
Operating gross profit |
|
|
|
34,677 |
|
6,712 |
|
(3,270 |
) |
38,119 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Corporate expenses |
|
|
|
21,336 |
|
249 |
|
|
|
21,585 |
| |||||
Intercompany management fee |
|
|
|
(683 |
) |
683 |
|
|
|
|
| |||||
Depreciation and amortization |
|
|
|
1,201 |
|
8 |
|
|
|
1,209 |
| |||||
Interest expense, net |
|
9,473 |
|
228 |
|
2,032 |
|
(270 |
) |
11,463 |
| |||||
Interest expense allocation |
|
(9,473 |
) |
9,473 |
|
|
|
|
|
|
| |||||
Loss on sale of subsidiary |
|
|
|
1,569 |
|
|
|
|
|
1,569 |
| |||||
Gain on debt extinguishment |
|
(62,852 |
) |
|
|
|
|
|
|
(62,852 |
) | |||||
Total corporate and other expenses |
|
(62,852 |
) |
33,124 |
|
2,972 |
|
(270 |
) |
(27,026 |
) | |||||
Income before income taxes |
|
62,852 |
|
1,553 |
|
3,740 |
|
(3,000 |
) |
65,145 |
| |||||
Provision for income taxes |
|
9,015 |
|
223 |
|
536 |
|
(430 |
) |
9,344 |
| |||||
Net income |
|
$ |
53,837 |
|
$ |
1,330 |
|
$ |
3,204 |
|
$ |
(2,570 |
) |
$ |
55,801 |
|
Community Choice Financial Inc. and Subsidiaries
Condensed Consolidating Statements of Income (unaudited)
Three Months Ended March 31, 2015
|
|
Community |
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
| |||||
|
|
Choice Financial |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
| |||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
| |||||
Finance receivable fees |
|
$ |
|
|
$ |
63,479 |
|
$ |
19,140 |
|
$ |
|
|
$ |
82,619 |
|
Credit service fees |
|
|
|
27,387 |
|
|
|
|
|
27,387 |
| |||||
Check cashing fees |
|
|
|
15,973 |
|
3,663 |
|
(2,459 |
) |
17,177 |
| |||||
Card fees |
|
|
|
2,154 |
|
138 |
|
|
|
2,292 |
| |||||
Dividend |
|
|
|
3,000 |
|
|
|
(3,000 |
) |
|
| |||||
Other |
|
|
|
10,002 |
|
819 |
|
(3,862 |
) |
6,959 |
| |||||
Total revenues |
|
|
|
121,995 |
|
23,760 |
|
(9,321 |
) |
136,434 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
| |||||
Salaries and benefits |
|
|
|
18,859 |
|
1,702 |
|
|
|
20,561 |
| |||||
Provision for loan losses |
|
|
|
31,950 |
|
7,960 |
|
|
|
39,910 |
| |||||
Occupancy |
|
|
|
6,643 |
|
934 |
|
|
|
7,577 |
| |||||
Advertising and marketing |
|
|
|
5,142 |
|
200 |
|
(540 |
) |
4,802 |
| |||||
Depreciation and amortization |
|
|
|
2,169 |
|
224 |
|
|
|
2,393 |
| |||||
Other |
|
|
|
15,498 |
|
1,005 |
|
(2,459 |
) |
14,044 |
| |||||
Total operating expenses |
|
|
|
80,261 |
|
12,025 |
|
(2,999 |
) |
89,287 |
| |||||
Operating gross profit |
|
|
|
41,734 |
|
11,735 |
|
(6,322 |
) |
47,147 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Corporate expenses |
|
|
|
20,375 |
|
492 |
|
(58 |
) |
20,809 |
| |||||
Intercompany management fee |
|
|
|
(898 |
) |
898 |
|
|
|
|
| |||||
Depreciation and amortization |
|
|
|
1,205 |
|
210 |
|
|
|
1,415 |
| |||||
Interest expense, net |
|
12,174 |
|
130 |
|
2,168 |
|
(264 |
) |
14,208 |
| |||||
Interest expense allocation |
|
(12,174 |
) |
12,174 |
|
|
|
|
|
|
| |||||
Total corporate and other expenses |
|
|
|
32,986 |
|
3,768 |
|
(322 |
) |
36,432 |
| |||||
Income before income taxes |
|
|
|
8,748 |
|
7,967 |
|
(6,000 |
) |
10,715 |
| |||||
Provision for income taxes |
|
|
|
3,488 |
|
3,176 |
|
(2,392 |
) |
4,272 |
| |||||
Net income |
|
$ |
|
|
$ |
5,260 |
|
$ |
4,791 |
|
$ |
(3,608 |
) |
$ |
6,443 |
|
Community Choice Financial Inc. and Subsidiaries
Condensed Consolidating Statement of Cash Flows (unaudited)
Three Months Ended March 31, 2016
|
|
Community |
|
Guarantor |
|
Non-Guarantor |
|
|
| ||||
|
|
Choice Financial |
|
Subsidiaries |
|
Subsidiaries |
|
Consolidated |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net cash provided by (used in) operating activities |
|
$ |
30,283 |
|
$ |
(2,101 |
) |
$ |
7,485 |
|
$ |
35,667 |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
| ||||
Net receivables originated |
|
|
|
6,098 |
|
(12,447 |
) |
(6,349 |
) | ||||
Purchase of leasehold improvements and equipment |
|
|
|
(1,739 |
) |
|
|
(1,739 |
) | ||||
Net cash provided by (used in) investing activities |
|
|
|
4,359 |
|
(12,447 |
) |
(8,088 |
) | ||||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
| ||||
Repurchase of senior secured notes |
|
(36,437 |
) |
|
|
|
|
(36,437 |
) | ||||
Proceeds from subsidiary note |
|
|
|
|
|
7,400 |
|
7,400 |
| ||||
Payments on subsidiary note |
|
|
|
(14 |
) |
|
|
(14 |
) | ||||
Proceeds on CCFI Funding Notes |
|
|
|
(500 |
) |
500 |
|
|
| ||||
Payments on capital lease obligations |
|
|
|
(265 |
) |
(10 |
) |
(275 |
) | ||||
Proceeds on lines of credit |
|
4,500 |
|
5,500 |
|
|
|
10,000 |
| ||||
Debt issuance costs |
|
1,654 |
|
(25 |
) |
(164 |
) |
1,465 |
| ||||
Net cash provided by (used in) financing activities |
|
(30,283 |
) |
4,696 |
|
7,726 |
|
(17,861 |
) | ||||
Net increase in cash and cash equivalents |
|
|
|
6,954 |
|
2,764 |
|
9,718 |
| ||||
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
| ||||
Beginning |
|
|
|
69,986 |
|
28,955 |
|
98,941 |
| ||||
Ending |
|
$ |
|
|
$ |
76,940 |
|
$ |
31,719 |
|
$ |
108,659 |
|
Community Choice Financial Inc. and Subsidiaries
Condensed Consolidating Statement of Cash Flows (unaudited)
Three Months Ended March 31, 2015
|
|
Community |
|
Guarantor |
|
Non-Guarantor |
|
|
| ||||
|
|
Choice Financial |
|
Subsidiaries |
|
Subsidiaries |
|
Consolidated |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net cash provided by operating activities |
|
$ |
12,047 |
|
$ |
34,487 |
|
$ |
17,918 |
|
$ |
64,452 |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
| ||||
Net receivables originated |
|
|
|
(14,873 |
) |
(1,709 |
) |
(16,582 |
) | ||||
Net acquired assets, net of cash |
|
|
|
(810 |
) |
|
|
(810 |
) | ||||
Purchase of leasehold improvements and equipment |
|
|
|
(5,563 |
) |
(391 |
) |
(5,954 |
) | ||||
Net cash used in investing activities |
|
|
|
(21,246 |
) |
(2,100 |
) |
(23,346 |
) | ||||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
| ||||
Proceeds from subsidiary note |
|
|
|
|
|
2,400 |
|
2,400 |
| ||||
Payments on subsidiary note |
|
|
|
(187 |
) |
|
|
(187 |
) | ||||
Payments on related party Florida seller notes |
|
|
|
|
|
(750 |
) |
(750 |
) | ||||
Payments on capital lease obligations, net |
|
|
|
(646 |
) |
(27 |
) |
(673 |
) | ||||
Proceeds from lines of credit |
|
26,700 |
|
|
|
|
|
26,700 |
| ||||
Intercompany activities |
|
(37,153 |
) |
37,153 |
|
|
|
|
| ||||
Debt issuance costs |
|
(816 |
) |
(26 |
) |
|
|
(842 |
) | ||||
Net cash provided by (used in) financing activities |
|
(11,269 |
) |
36,294 |
|
1,623 |
|
26,648 |
| ||||
Net increase in cash and cash equivalents |
|
778 |
|
49,535 |
|
17,441 |
|
67,754 |
| ||||
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
| ||||
Beginning |
|
|
|
63,372 |
|
14,362 |
|
77,734 |
| ||||
Ending |
|
$ |
778 |
|
$ |
112,907 |
|
$ |
31,803 |
|
$ |
145,488 |
|
Note 17. Subsequent Events
In April 2016, the Company amended the amount of the $7,400 subsidiary note to $8,100 with the terms and maturity remaining the same.
On May 11, 2016, the Compensation Committee (the Committee) of our Board of Directors (the Board) took the following compensation actions:
· approved cancelling and re-granting with a lower exercise price of $2.25 per share the following stock options previously granted to our named executive officers: (1) Mr. William E. Saunders, Jr., our Chief Executive Officer: (A) fully-vested options for 175,008 shares originally granted on December 1, 2008 with an exercise price of $6.00 per share; (B) fully-vested options for 86,454 shares originally granted on February 13, 2012 with an exercise price of $8.40 per share; and (C) fully-vested options for 75,000 shares originally granted on May 20, 2013 with an exercise price of $8.40 per share; (2) Mr. Kyle F. Hanson, our President: (A) 60%-vested options for 20,484 shares originally granted on June 4, 2007 with an exercise price of $8.40 per share; (B) fully-vested options for 75,000 shares originally granted on December 1, 2008 with an exercise price of $6.00 per share; (C) fully-vested options for 60,162 shares originally granted on February 13, 2012 with an exercise price of $8.40 per share; and (D) fully-vested options for 100,000 shares originally granted on May 20, 2013 with an exercise price of $8.40 per share; (3) Mr. Michael J. Durbin, our Chief Financial Officer: fully-vested options for 31,962 shares originally granted on February 13, 2012 with an exercise price of $8.40 per share; and (4) Ms. Bridgette C. Roman, our General Counsel: (A) fully-vested options for 35,070 shares originally granted on February 13, 2012 with an exercise price of $8.40 per share; and (B) fully-vested options for 125,000 shares originally granted on May 20, 2013 with an exercise price of $8.40 per share. The Committee determined that the fair market value of a share of our common stock was $2.25 per share as of May 11, 2016;
· approved cancelling the following stock options previously granted to our named executive officers: (1) Mr. Saunders, Jr.: unvested options for 175,008 shares originally granted on December 1, 2008 with an exercise price of $6.00 per share; (2) Mr. Hanson: unvested options for 75,000 shares originally granted on December 1, 2008 with an exercise price of $6.00 per share; and (3) Ms. Roman: unvested options for 12,000 shares originally granted on December 1, 2008 with an exercise price of $6.00 per share; and
· approved the following new vested stock option grants to the following named executive officers pursuant to our 2011 Management Equity Incentive Plan, as amended (the Plan): (1) Mr. Hanson: options for 81,972 shares; and (2) Mr. Durbin: options for 252,600 shares. These option awards have a grant date of May 11, 2016 and an exercise price of $2.25 per share. The new stock option awards will otherwise be subject to the terms and conditions as set forth in the applicable form stock option award agreement under the Plan.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion contains managements discussion and analysis of Community Choice Financial Incs financial condition and results of operations. References to CCFI, the company, us, we, our and ours refer to Community Choice Financial Inc, together with its subsidiaries. This discussion contains forward-looking statements and involves numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (Act) provides a safe harbor for forward-looking statements. Certain statements in this report are forward-looking statements within the meaning of the Act, and such statements are intended to qualify for the protection of the safe harbor provided by the Act. The words anticipate, estimate, expect, objective, goal, project, intend, plan, believe, will, should, may, target, forecast, guidance, outlook, and similar expressions generally identify forward-looking statements. Similarly, descriptions of our objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected revenues, earnings, capital expenditures and business strategy. Forward-looking statements are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Forward-looking statements are and will be based upon managements then current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Although we believe the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of our knowledge, forward-looking statements, by their nature, involve risks, uncertainties and other factors, any one or a combination of which could materially affect our business, financial condition, results of operations or liquidity.
Forward-looking statements that we make herein and in other reports and releases are not guarantees of future performance and actual results may differ materially from those discussed in such forward-looking statements as a result of various factors, including, but not limited to, the ongoing impact of the economic and credit crisis, leveling demand for our products, our inability to successfully execute strategic initiatives, our ability to recognize the expected benefits from recently undertaken strategic initiatives, including those described under -Factors Affecting Our Results of OperationsRecent Strategic Initiatives, integration of acquired businesses, competitive pressures, economic pressures on our customers and us, regulatory and legislative changes, the impact of legislation, the risks discussed under Item 1A Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2015, and other factors discussed from time to time. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update forward-looking statements whether as a result of new information, future events or otherwise.
Readers are advised, however, to consult any further disclosures we make on related subjects in our public announcements, releases, and reports.
Overview
We are a leading provider of alternative financial services to unbanked and under banked consumers. We provide our customers a variety of financial products and services, including short-term and medium-term consumer loans, check cashing, prepaid debit cards, and other services that address the specific needs of our customers. Through our retail focused business model, we provide our customers with high-quality service and immediate access to retail financial services at competitive rates and through the channel most convenient for our customers. As of March 31, 2016, we operated 479 retail locations across 15 states and were licensed in 31 states via the internet.
Our retail business model provides a broad array of financial products and services whether through a retail location or over the internet, whichever distribution channel satisfies the target customers needs or desires. We want to achieve a superior level of customer satisfaction, resulting in increased market penetration and value creation. An important part of our retail model is investing in and creating a premier brand presence, supported by a well-trained and motivated workforce with the aim of enhancing the customers experience, generating increased traffic and introducing our customers to our diversified set of products.
Factors Affecting Our Results of Operations
Sale of Subsidiary
On February 1, 2016, Buckeye Check Cashing of Florida, Inc., a wholly-owned subsidiary of the Company, completed the sale of the membership interests of Buckeye Check Cashing of Florida II, LLC (Florida II) to Buckeye Check Cashing of Florida III, LLC (Buyer). Florida II operated 43 stores in the South Florida market at the transaction date and was part of the Companys Retail financial service operating segment. Florida II was an unrestricted subsidiary under the Companys outstanding senior secured debt instruments.
In connection with the sale, the Company has also provided the Buyer with a short-term $6.0 million line of credit, substantially all of which was drawn by the Buyer as part of, or concurrent with, the sale. As a result of uncertainties associated with repayment of the line of credit, the Company also recognized a $3.0 million loan loss reserve that has been included in the loss on sale of Florida II.
Retail Platform
During the three months ended March 31, 2016, the Company closed three retail locations and sold forty three retail locations. These retail locations had direct costs of $15.0 million for the prior twelve months.
The chart below sets forth certain information regarding our retail presence and number of states served via the internet as of and for the year ended December 31, 2015, and the three months ended March 31, 2016.
|
|
|
|
Three Months |
|
|
|
Year Ended |
|
Ended |
|
|
|
December 31 |
|
March 31, |
|
|
|
2015 |
|
2016 |
|
# of Locations |
|
|
|
|
|
Beginning of Period |
|
530 |
|
525 |
|
Opened |
|
31 |
|
|
|
Closed |
|
36 |
|
3 |
|
Sold |
|
|
|
43 |
|
End of Period |
|
525 |
|
479 |
|
|
|
|
|
|
|
Number of states served by our internet operations |
|
30 |
|
31 |
|
The following table provides the geographic composition of our physical locations as of December 31, 2015, and March 31, 2016:
|
|
December 31 |
|
March 31 |
|
|
|
2015 |
|
2016 |
|
Alabama |
|
42 |
|
42 |
|
Arizona |
|
33 |
|
33 |
|
California |
|
149 |
|
147 |
|
Florida |
|
61 |
|
18 |
|
Indiana |
|
21 |
|
21 |
|
Illinois |
|
12 |
|
12 |
|
Kansas |
|
5 |
|
5 |
|
Kentucky |
|
15 |
|
15 |
|
Michigan |
|
14 |
|
14 |
|
Missouri |
|
7 |
|
7 |
|
Ohio |
|
95 |
|
94 |
|
Oregon |
|
2 |
|
2 |
|
Tennessee |
|
27 |
|
27 |
|
Utah |
|
10 |
|
10 |
|
Virginia |
|
32 |
|
32 |
|
|
|
525 |
|
479 |
|
In addition, the Company is licensed to provide internet financial services in the following states: Alabama, Alaska, California, Delaware, Florida, Hawaii, Idaho, Illinois, Indiana, Kansas, Louisiana, Maine, Minnesota, Mississippi, Missouri, Nevada, New Mexico, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia, Washington, Wisconsin, and Wyoming. In the third quarter of 2015, the Company ceased all international operations in order to focus on its domestic operations.
Changes in Legislation
In July 2010, the Dodd-Frank Act was signed into law. Among other things, this act created the Consumer Financial Protection Bureau (CFPB) and granted it the authority to regulate companies that provide consumer financial services. The CFPB has examined both our retail and internet operations. We do not expect the findings from these exams to result in a material change to our business practices. We expect to be periodically examined in the future by the CFPB as well as other regulatory agencies. The CFPB has expressed its intention to publish proposed rules in 2016, which we would expect to become final in late 2016 and effective in 2017.
Product Characteristics and Mix
As the Company expands its product offerings to meet our customers needs, the characteristics of our overall loan portfolio shift to reflect the terms of these new products. Our various lending products have different terms. The shift to a CSO program in certain markets has reduced our portfolios and may result in changes to the accrual for third party lender losses. We believe that our prepaid debit card direct deposit offering has reduced our check cashing fees, however, the availability of direct deposit to the Insight prepaid card as an alternative to check cashing extends the customer relationship and increases our revenues associated with the Insight prepaid card.
Expenses
Our operating expenses relate primarily to the operation of our retail locations and internet presence, including salaries and benefits, retail location occupancy costs, call center costs, internet advertising, loan loss provisions, and depreciation of assets. We also incur corporate and other expenses on a company-wide basis, including interest expense and other financing costs related to our indebtedness, advertising, insurance, salaries, benefits, occupancy costs, professional expenses and management fees paid to our majority stockholders.
We view our compliance, collections and information technology groups as core competencies. We have invested in each of these areas and believe we will benefit from increased economies of scale and satisfy the increased regulatory scrutiny of the CFPB.
Recent Strategic Initiatives
The CFPB previously announced that it will release proposed rules that will affect our loan products. Based on the CFPBs anticipated release date for the proposed rules, we expect them to be final in 2016 and effective in 2017. In anticipation of the effectiveness of these rules, the Company enacted several strategic initiatives during the second half of 2015. These strategic initiatives include a reduction in new retail location openings and consolidation of underperforming retail locations, along with a heightened focus on expense and portfolio rationalization. Operating labor costs decreased as a result of the retail consolidation, workforce reductions, and reduced operating hours. The Company also slowed the growth of its portfolios during the second half of 2015. Through the first quarter of 2016, we continued to see improving trends in portfolio performance. We expect that benefits from these strategic initiatives undertaken may be more fully realized in subsequent quarters.
Critical Accounting Policies
Consistent with accounting principles generally accepted in the United States of America, our management makes certain estimates and assumptions to determine the reported amounts of assets, liabilities, revenue and expenses in the process of preparing our financial statements. These estimates and assumptions are based on the best information available to management at the time the estimates or assumptions are made. The most significant estimates made by our management include allowance for loan losses, goodwill, stock based compensation, and our determination for recording the amount of deferred income tax assets and liabilities, because these estimates and assumptions could change materially as a result of conditions both within and beyond managements control.
Management believes that among our significant accounting policies, the following involve a higher degree of judgment:
Finance Receivables, Net
Finance receivables consist of short-term and medium-term consumer loans.
Short-term consumer loans can be unsecured or secured with a maturity up to ninety days. Unsecured short-term products typically range in size from $100 to $1,000, with a maturity between fourteen and thirty days, and an agreement to defer the presentment of the customers personal check or preauthorized debit for the aggregate amount of the advance plus fees. This form of lending is based on applicable laws and regulations which vary by state. Statutes vary from charging fees of 15% to 20%, to charging interest at 25% per annum plus origination fees. The customers repay the cash advances by making cash payments or allowing the check or preauthorized debit to be presented. Secured short-term products typically range from $750 to $5,000, and are asset-based consumer loans whereby the customer obtains cash and grants a security interest in the collateral that may become a lien against that collateral. Secured consumer loans represented 17.7% and 18.9% of short-term consumer loans at December 31, 2015 and March 31, 2016, respectively.
Medium-term consumer loans can be unsecured or secured with a maturity of three months up to thirty-six months. Unsecured medium-term products typically range from $100 to $5,000. These consumer loans vary in structure depending upon the regulatory environments where they are offered. The consumer loans are due in installments or provide for a line of credit with periodic monthly payments. Secured medium-term products typically range from $750 to $5,000, and are asset-based consumer loans whereby the customer obtains cash and grants a security interest in the collateral that may become a lien against that collateral. Secured consumer loans represented 13.7% and 13.4% of medium-term consumer loans at December 31, 2015, and March 31, 2016, respectively.
In some instances, the Company maintains debt-purchasing arrangements with third-party lenders. The Company accrues for these obligations through managements estimation of anticipated purchases based on expected losses in the third-party lenders portfolio. This obligation is recorded as a current liability on our balance sheet.
Total finance receivables, net of unearned advance fees and allowance for loan losses, on the consolidated balance sheets as of December 31, 2015, and March 31, 2016, were $128.5 million and $102.1 million, respectively. The allowance for loan losses as of December 31, 2015, and March 31, 2016, were $23.9 million and $19.3 million, respectively. At December 31, 2015, and March 31, 2016, the allowance for loan losses was 15.7% and 15.9%, respectively, of total finance receivables, net of unearned advance fees, reflecting a higher mix of medium-term loans, which have higher allowances for loan losses.
Finance receivables, net as of December 31, 2015, and March 31 2016, are as follows (in thousands):
|
|
December 31, |
|
March 31, |
| ||
|
|
2015 |
|
2016 |
| ||
Finance receivables, net of unearned advance fees |
|
$ |
152,393 |
|
$ |
121,400 |
|
Less: Allowance for loan losses |
|
23,892 |
|
19,282 |
| ||
Finance receivables, net |
|
$ |
128,501 |
|
$ |
102,118 |
|
The total changes to the allowance for loan losses for the three months ended March 31, 2015 and 2016, were as follows (in thousands):
|
|
Three Months Ended |
| ||||
|
|
March 31, |
| ||||
|
|
2015 |
|
2016 |
| ||
Allowance for loan losses |
|
|
|
|
| ||
Beginning of period |
|
$ |
30,363 |
|
$ |
23,892 |
|
Provisions for finance receivable losses |
|
29,680 |
|
19,709 |
| ||
Charge-offs, net |
|
(34,285 |
) |
(24,319 |
) | ||
End of period |
|
$ |
25,758 |
|
$ |
19,282 |
|
Allowance as percentage of finance receivables, net of unearned advance fees |
|
15.9 |
% |
15.9 |
% |
The provision for loan losses for the three months ended March 31, 2015, and 2016 includes losses from returned items from check cashing of $2.3 million and $1.6 million, respectively, and third party lender losses of $8.0 million and $5.2 million, respectively.
Goodwill
Management evaluates all long-lived assets for impairment annually as of December 31, or whenever events or changes in business circumstances indicate an asset might be impaired, including goodwill and equity method investments. Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets at the date of the acquisition and the excess of purchase price over identified net assets acquired.
One of the methods that management employs in the review of such assets uses estimates of future cash flows. If the carrying value is considered impaired, an impairment charge is recorded for the amount by which the carrying value exceeds its fair value. For equity method investments, an impairment charge is recorded if the decline in value is other than temporary. Management believes that its estimates of future cash flows and fair value are reasonable. Changes in estimates of such cash flows and fair value, however, could impact the estimated value of such assets.
The Company performed a goodwill impairment test for the Retail services segment as required when a portion of a segment is sold. See the Sale of Subsidiary described in Note 10. The test resulted in no impairment of goodwill as of February 1, 2016.
There was no impairment loss charged to operations for goodwill for Retail financial services during the three months ended March 31, 2015.
Income Taxes
We record income taxes as applicable under generally accepted accounting standards. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded to reduce the deferred tax asset if it is more likely than not that some portion of the asset will not be realized.
As of December 31, 2015, the Company recorded a partial valuation allowance on its existing deferred tax assets as it was more likely than not that approximately $8.2 million of deferred tax assets would be realized in the first quarter of 2016. Based on pre-tax income of $65.1 million for the three months ended March 31, 2016 and the reversal of temporary items, the Company has support to realize more than the $8.2 million of deferred tax assets. As a result, the Company released
approximately $11.7 million of valuation allowance as of March 31, 2016 for realization of deferred tax assets on which a valuation allowance was placed at December 31, 2015. After reversing $8.2 million of deferred tax assets, the Company has a remaining deferred tax liability of $0.8 million as of March 31, 2016.
Primarily as a result of the acquisition of CheckSmart (our predecessor in 2006) and California Check Cashing Stores (which we acquired in 2011), by their respective private equity sponsors at the time, we benefit from the tax amortization of the goodwill resulting from those transactions. For tax purposes this goodwill amortizes over a 15-year period from the date of the acquisitions. We expect the goodwill amortization of $24.9 million to result in future tax savings of approximately $10.0 million at the expected combined rate of 40%. Under GAAP, our income tax expense for accounting purposes, however, does not reflect the impact of this deduction for the amortization of goodwill. This difference between our cash tax expense and our accrued income tax expense results in the creation of deferred income tax items on our balance sheet.
The Internal Revenue Service is currently examining the Companys 2013 and 2014 federal income tax returns.
Non-Guarantor Subsidiaries and Unrestricted Subsidiaries
As described in more detail under Note 16 to the unaudited financial statements for the three months ended March 31, 2016, we had six non-guarantor subsidiaries. As of March 31, 2016, of the entities classified as Non-Guarantor Subsidiaries, Buckeye Check Cashing of Florida II, LLC, CCFI Funding, and CCFI Funding II are Unrestricted Subsidiaries as defined in the indentures governing the 2019 notes and 2020 notes. Buckeye Check Cashing of Florida II, LLC was acquired on July 31, 2012 and sold on February 1, 2016, CCFI Funding was created on December 20, 2013, and CCFI Funding II was established on September 19, 2014. As of March 31, 2016 and December 31, 2015, these unrestricted subsidiaries had total assets of $55.4 million and $89.4 million and total liabilities of $49.8 million and $67.0 million, respectively. For the three months ended March 31, 2016 and 2015, they had total revenues of $14.7 million and $23.8 million, total operating expenses of $8.1 million and $12.0 million, and income before income taxes of $3.7 million and $8.0 million, respectively.
Buckeye Check Cashing of Florida II is not included in the March 31, 2016 Balance Sheet as the entity was sold on February 1, 2016, and is included in the Statement of Operations for only the month ended January 31, 2016. The remainder of the entities included under non-Guarantor Subsidiaries are Restricted Subsidiaries as defined in the indentures governing the 2019 notes and the 2020 notes and do not have material assets, liabilities, revenue or expenses.
Results of Operations
The following table sets forth key operating data for the three months ended March 31, 2015 and 2016 (dollars in thousands):
|
|
Three Months Ended March 31, |
| |||||||||||||
|
|
2015 |
|
2016 |
|
Increase (Decrease) |
|
2015 |
|
2016 |
| |||||
|
|
|
|
|
|
|
|
(Percent) |
|
(Percent of Revenue) |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Total Revenues |
|
$ |
136,434 |
|
$ |
107,557 |
|
$ |
(28,877 |
) |
(21.2 |
)% |
100.0 |
% |
100.0 |
% |
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Salaries and benefits |
|
20,561 |
|
18,279 |
|
(2,282 |
) |
(11.1 |
)% |
15.1 |
% |
17.0 |
% | |||
Provision for losses |
|
39,910 |
|
26,475 |
|
(13,435 |
) |
(33.7 |
)% |
29.3 |
% |
24.6 |
% | |||
Occupancy |
|
7,577 |
|
6,660 |
|
(917 |
) |
(12.1 |
)% |
5.6 |
% |
6.2 |
% | |||
Advertising and marketing |
|
4,802 |
|
2,678 |
|
(2,124 |
) |
(44.2 |
)% |
3.5 |
% |
2.5 |
% | |||
Depreciation and amortization |
|
2,393 |
|
2,734 |
|
341 |
|
14.2 |
% |
1.8 |
% |
2.5 |
% | |||
Other operating expenses |
|
14,044 |
|
12,612 |
|
(1,432 |
) |
(10.2 |
)% |
10.3 |
% |
11.8 |
% | |||
Total Operating Expenses |
|
89,287 |
|
69,438 |
|
(19,849 |
) |
(22.2 |
)% |
65.4 |
% |
64.6 |
% | |||
Income from Operations |
|
47,147 |
|
38,119 |
|
(9,028 |
) |
(19.1 |
)% |
34.6 |
% |
35.4 |
% | |||
Corporate and other expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Corporate expenses |
|
20,532 |
|
21,404 |
|
872 |
|
4.2 |
% |
15.1 |
% |
19.9 |
% | |||
Depreciation and amortization |
|
1,415 |
|
1,209 |
|
(206 |
) |
(14.6 |
)% |
1.0 |
% |
1.1 |
% | |||
Interest expense, net |
|
14,208 |
|
11,463 |
|
(2,745 |
) |
(19.3 |
)% |
10.4 |
% |
10.7 |
% | |||
Loss on sale of subsidiary |
|
|
|
1,569 |
|
1,569 |
|
100.0 |
% |
0.0 |
% |
1.5 |
% | |||
Gain on Debt Extinguishment |
|
|
|
(62,852 |
) |
(62,852 |
) |
(100.0 |
)% |
0.0 |
% |
(58.4 |
)% | |||
Income tax expense |
|
4,272 |
|
9,344 |
|
5,072 |
|
118.7 |
% |
3.1 |
% |
8.6 |
% | |||
Total corporate and other expenses |
|
40,427 |
|
(17,863 |
) |
(58,290 |
) |
(144.2 |
)% |
29.6 |
% |
(16.6 |
)% | |||
Net income before management fee |
|
6,720 |
|
55,982 |
|
49,262 |
|
733.1 |
% |
4.9 |
% |
52.0 |
% | |||
Sponsor Management Fee |
|
277 |
|
181 |
|
(96 |
) |
(34.7 |
)% |
0.2 |
% |
0.2 |
% | |||
Net Income |
|
$ |
6,443 |
|
$ |
55,801 |
|
$ |
49,358 |
|
766.1 |
% |
4.7 |
% |
51.8 |
% |
Operating Metrics
The following tables set forth key loan and check cashing operating data as of and for the three months ended March 31, 2015 and 2016:
|
|
Three Months Ended |
| ||||
|
|
March 31, |
| ||||
|
|
2015 |
|
2016 |
| ||
Short-term Loan Operating Data (unaudited): |
|
|
|
|
| ||
Loan volume (originations and refinancing) (in thousands) |
|
$ |
350,676 |
|
$ |
267,498 |
|
Number of loan transactions (in thousands) |
|
878 |
|
712 |
| ||
Average new loan size |
|
$ |
399 |
|
$ |
376 |
|
Average fee per new loan |
|
$ |
51.61 |
|
$ |
50.98 |
|
Loan loss provision |
|
$ |
11,642 |
|
$ |
7,731 |
|
Loan loss provision as a percentage of loan volume |
|
3.3 |
% |
2.9 |
% | ||
Secured loans as percentage of total at March 31st |
|
17.8 |
% |
18.9 |
% | ||
Medium-term Loan Operating Data (unaudited): |
|
|
|
|
| ||
Balance outstanding (in thousands) |
|
$ |
87,644 |
|
$ |
65,138 |
|
Number of loans outstanding |
|
64,611 |
|
53,155 |
| ||
Average balance outstanding |
|
$ |
1,356 |
|
$ |
1,225 |
|
Weighted average monthly percentage rate |
|
16.7 |
% |
16.9 |
% | ||
Allowance as a percentage of finance receivables |
|
24.8 |
% |
25.2 |
% | ||
Loan loss provision |
|
$ |
18,038 |
|
$ |
11,978 |
|
Secured loans as percentage of total at March 31st |
|
14.2 |
% |
13.4 |
% | ||
Check Cashing Data (unaudited): |
|
|
|
|
| ||
Face amount of checks cashed (in thousands) |
|
$ |
676,818 |
|
$ |
564,098 |
|
Number of checks cashed (in thousands) |
|
1,072 |
|
1,030 |
| ||
Face amount of average check |
|
$ |
631 |
|
$ |
548 |
|
Average fee per check |
|
$ |
16.02 |
|
$ |
12.97 |
|
Returned check expense |
|
$ |
2,256 |
|
$ |
1,565 |
|
Returned check expense as a percent of face amount of checks cashed |
|
0.3 |
% |
0.3 |
% |
Revenue
|
|
Three Months Ended March 31, |
| |||||||||||||
(dollars in thousands) |
|
2015 |
|
2016 |
|
Increase (Decrease) |
|
2015 |
|
2016 |
| |||||
|
|
|
|
|
|
|
|
(Percent) |
|
(Percent of Revenue) |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Short-term Consumer Loan Fees and Interest |
|
$ |
45,304 |
|
$ |
36,307 |
|
$ |
(8,997 |
) |
(19.9 |
)% |
33.1 |
% |
33.8 |
% |
Medium-term Consumer Loan Fees and Interest |
|
37,315 |
|
27,577 |
|
(9,738 |
) |
(26.1 |
)% |
27.4 |
% |
25.6 |
% | |||
Credit Service Fees |
|
27,387 |
|
22,103 |
|
(5,284 |
) |
(19.3 |
)% |
20.1 |
% |
20.6 |
% | |||
Check Cashing Fees |
|
17,177 |
|
13,355 |
|
(3,822 |
) |
(22.3 |
)% |
12.6 |
% |
12.4 |
% | |||
Prepaid Debit Card Services |
|
2,292 |
|
2,148 |
|
(144 |
) |
(6.3 |
)% |
1.7 |
% |
2.0 |
% | |||
Other Income |
|
6,959 |
|
6,067 |
|
(892 |
) |
(12.8 |
)% |
5.1 |
% |
5.6 |
% | |||
Total Revenue |
|
$ |
136,434 |
|
$ |
107,557 |
|
$ |
(28,877 |
) |
(21.2 |
)% |
100.0 |
% |
100.0 |
% |
For the three months ended March 31, 2016, total revenue decreased by $28.9 million, or 21.2%, compared to the same period in 2015. The decrease is primarily due to a heightened focus on portfolio performance in response to more restrictive underwriting standards, the consolidation of underperforming stores, and the sale of Florida II.
Revenue from short-term consumer loan fees and interest for the three months ended March 31, 2016, decreased $9.0 million, or 19.9%, compared to the same period in 2015. The decrease is primarily due to the consolidation of underperforming retail locations during 2015 and the sale of Florida II in the first quarter of 2016.
Revenue from medium-term consumer loans for the three months ended March 31, 2016, decreased $9.7 million, or 26.1%, compared to the same period in 2015. The decrease is primarily due to the expansion of the internet installment portfolio during the first quarter of 2015 and a heightened focus on portfolio performance during the remainder of the year and through the first quarter of 2016.
Revenue from credit service fees for the three months ended March 31, 2016, decreased $5.3 million, or 19.3%, compared to the same period in 2015. Credit service fee revenue decreased as a result of a strategic shift towards portfolio performance during the second half of 2015 and in the first quarter of 2016.
Revenue from check cashing fees for the three months ended March 31, 2016, decreased $3.8 million, or 22.3%, compared to the same period in 2015. The decrease is primarily due to the consolidation of underperforming retail locations during 2015 and the sale of Florida II in the first quarter of 2016.
Operating Expenses
|
|
Three Months Ended March 31, |
| |||||||||||||
(dollars in thousands) |
|
2015 |
|
2016 |
|
Increase (Decrease) |
|
2015 |
|
2016 |
| |||||
|
|
|
|
|
|
|
|
(Percent) |
|
(Percent of Revenue) |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Salaries and Benefits |
|
$ |
20,561 |
|
$ |
18,279 |
|
$ |
(2,282 |
) |
(11.1 |
)% |
15.1 |
% |
17.0 |
% |
Provision for Loan Losses |
|
39,910 |
|
26,475 |
|
(13,435 |
) |
(33.7 |
)% |
29.3 |
% |
24.6 |
% | |||
Occupancy |
|
7,577 |
|
6,660 |
|
(917 |
) |
(12.1 |
)% |
5.6 |
% |
6.2 |
% | |||
Depreciation & Amortization |
|
2,393 |
|
2,734 |
|
341 |
|
14.2 |
% |
1.8 |
% |
2.5 |
% | |||
Advertising & Marketing |
|
4,802 |
|
2,678 |
|
(2,124 |
) |
(44.2 |
)% |
3.5 |
% |
2.5 |
% | |||
Bank Charges |
|
1,473 |
|
1,377 |
|
(96 |
) |
(6.5 |
)% |
1.1 |
% |
1.3 |
% | |||
Store Supplies |
|
800 |
|
538 |
|
(262 |
) |
(32.8 |
)% |
0.6 |
% |
0.5 |
% | |||
Collection Expenses |
|
844 |
|
771 |
|
(73 |
) |
(8.6 |
)% |
0.6 |
% |
0.7 |
% | |||
Telecommunications |
|
1,678 |
|
1,983 |
|
305 |
|
18.2 |
% |
1.2 |
% |
1.8 |
% | |||
Security |
|
675 |
|
495 |
|
(180 |
) |
(26.7 |
)% |
0.5 |
% |
0.5 |
% | |||
License & Other Taxes |
|
537 |
|
496 |
|
(41 |
) |
(7.6 |
)% |
0.4 |
% |
0.5 |
% | |||
Other Operating Expenses |
|
8,037 |
|
6,952 |
|
(1,085 |
) |
(13.5 |
)% |
5.9 |
% |
6.5 |
% | |||
Total Operating Expenses |
|
89,287 |
|
69,438 |
|
(19,849 |
) |
(22.2 |
)% |
65.4 |
% |
64.6 |
% | |||
Income from Operations |
|
$ |
47,147 |
|
$ |
38,119 |
|
$ |
(9,028 |
) |
(19.1 |
)% |
34.6 |
% |
35.4 |
% |
Total operating expenses have decreased as a percentage of revenue from 65.4% to 64.6% and income from operations has increased as a percentage of revenue from 34.6% to 35.4% for the three months ended March 31, 2016 as compared to the same period in the prior year, primarily as a result of the benefit of changes in underwriting and the closure of underperforming retail locations and the sale of Florida II.
Salaries and benefits decreased $2.3 million, or 11.1%, for the three months ended March 31, 2016 as compared to the same period in the prior year, primarily due to consolidating underperforming retail locations, the sale of Florida II, workforce reduction, and decreasing operating hours.
The provision for loan losses decreased $13.4 million, or 33.7%, for the three months ended March 31, 2016 as compared to the same period in the prior year. Provision for loan losses decreased as a percentage of revenue from 29.3% to 24.6% during the same period, which reflects the benefits of changes in underwriting, which were implemented during 2015.
Advertising and marketing expense decreased by $2.1 million, or 44.2%, for the three months ended March 31, 2016, as compared to the prior period, and decreased from 3.5% to 2.5% of revenue, reflecting a reduced focus on market share expansion.
Other operating expenses decreased by $1.1 million, or 13.5%, for the three months ended March 31, 2016, as compared to the prior period, primarily as a result of the closure of underperforming retail locations and the sale of Florida II.
Corporate and Other Expenses
|
|
Three Months Ended March 31, |
| |||||||||||||
(dollars in thousands) |
|
2015 |
|
2016 |
|
Increase (Decrease) |
|
2015 |
|
2016 |
| |||||
|
|
|
|
|
|
|
|
(Percent) |
|
(Percent of Revenue) |
| |||||
Corporate Expenses |
|
$ |
20,532 |
|
$ |
21,404 |
|
$ |
872 |
|
4.2 |
% |
15.1 |
% |
19.9 |
% |
Depreciation & Amortization |
|
1,415 |
|
1,209 |
|
(206 |
) |
(14.6 |
)% |
1.0 |
% |
1.1 |
% | |||
Sponsor Management Fee |
|
277 |
|
181 |
|
(96 |
) |
(34.7 |
)% |
0.2 |
% |
0.2 |
% | |||
Interest expense, net |
|
14,208 |
|
11,463 |
|
(2,745 |
) |
(19.3 |
)% |
10.4 |
% |
10.7 |
% | |||
Loss on Sale of Subsidiary |
|
|
|
1,569 |
|
1,569 |
|
100.0 |
% |
|
|
1.5 |
% | |||
Gain on Debt Extinguishment |
|
|
|
(62,852 |
) |
(62,852 |
) |
(100.0 |
)% |
|
|
(58.4 |
)% | |||
Income tax expense |
|
4,272 |
|
9,344 |
|
5,072 |
|
118.7 |
% |
3.1 |
% |
8.6 |
% | |||
Total Corporate and Other Expenses |
|
$ |
40,704 |
|
$ |
(17,682 |
) |
$ |
(58,386 |
) |
(143.4 |
)% |
29.8 |
% |
(16.4 |
)% |
The increase in corporate expenses for the three months ended March 31, 2016 as compared to the prior year period, is primarily the result of growing our corporate compliance, risk management and information technology functions.
Interest expense decreased $2.7 million, or 19.3%, for the three months ended March 31, 2016 as compared to the same period in the prior year, primarily as a result of the decrease in the aggregate principal amount of our senior secured notes outstanding.
The $1.6 million loss on sale of subsidiary is the sale of the unrestricted subsidiary, Buckeye Check Cashing of Florida II.
The $62.9 million gain on debt extinguishment is the result of the Company repurchasing $99.3 million of its outstanding senior secured notes during the three months ended March 31, 2016.
Business Segment Results of Operations for the Three Months Ended March 31, 2016, and March 31, 2015
The following tables present summarized financial information for our segments:
|
|
As of and for the three months ended March 31, 2016 |
| ||||||||||||||||
|
|
Retail |
|
% of |
|
Internet |
|
% of |
|
Unallocated |
|
|
|
% of |
| ||||
|
|
Financial Services |
|
Revenue |
|
Financial Services |
|
Revenue |
|
(Income) Expenses |
|
Consolidated |
|
Revenue |
| ||||
Total Assets |
|
$ |
356,127 |
|
|
|
$ |
71,211 |
|
|
|
$ |
|
|
$ |
427,338 |
|
|
|
Goodwill |
|
146,877 |
|
|
|
|
|
|
|
|
|
146,877 |
|
|
| ||||
Other Intangible Assets |
|
348 |
|
|
|
1,134 |
|
|
|
|
|
1,482 |
|
|
| ||||
Total Revenues |
|
$ |
81,369 |
|
100.0 |
% |
$ |
26,188 |
|
100.0 |
% |
$ |
|
|
$ |
107,557 |
|
100.0 |
% |
Provision for Loan Losses |
|
12,565 |
|
15.4 |
% |
13,910 |
|
53.1 |
% |
|
|
26,475 |
|
24.6 |
% | ||||
Other Operating Expenses |
|
38,738 |
|
47.6 |
% |
4,225 |
|
16.1 |
% |
|
|
42,963 |
|
40.0 |
% | ||||
Operating Gross Profit |
|
30,066 |
|
37.0 |
% |
8,053 |
|
30.8 |
% |
|
|
38,119 |
|
35.4 |
% | ||||
Interest Expense, net |
|
7,314 |
|
9.0 |
% |
4,149 |
|
15.8 |
% |
|
|
11,463 |
|
10.7 |
% | ||||
Depreciation and Amortization |
|
967 |
|
1.2 |
% |
242 |
|
0.9 |
% |
|
|
1,209 |
|
1.1 |
% | ||||
Loss on Sale of Subsidiary |
|
1,569 |
|
1.9 |
% |
|
|
|
|
|
|
1,569 |
|
1.5 |
% | ||||
Gain on Debt Extinguishment (a) |
|
|
|
|
|
|
|
|
|
(62,852 |
) |
(62,852 |
) |
(58.4 |
)% | ||||
Other Corporate Expenses (a) |
|
|
|
|
|
|
|
|
|
21,585 |
|
21,585 |
|
20.1 |
% | ||||
Income from Operations, before tax |
|
20,216 |
|
24.8 |
% |
3,662 |
|
14.0 |
% |
41,267 |
|
65,145 |
|
60.6 |
% |
(a) Represents income and expenses not associated directly with operations that are not allocated between reportable segments. Therefore, the Company has elected to disclose the gain on debt extinguishment and all other corporate expenses as unallocated.
|
|
As of and for the three months ended March 31, 2015 |
| ||||||||||||||||
|
|
Retail |
|
% of |
|
Internet |
|
% of |
|
Unallocated |
|
|
|
% of |
| ||||
|
|
Financial Services |
|
Revenue |
|
Financial Services |
|
Revenue |
|
(Income) Expenses |
|
Consolidated |
|
Revenue |
| ||||
Total Assets |
|
$ |
534,326 |
|
|
|
$ |
76,491 |
|
|
|
$ |
|
|
$ |
610,817 |
|
|
|
Goodwill |
|
222,233 |
|
|
|
|
|
|
|
|
|
222,233 |
|
|
| ||||
Other Intangible Assets |
|
1,408 |
|
|
|
1,680 |
|
|
|
|
|
3,088 |
|
|
| ||||
Total Revenues |
|
$ |
103,382 |
|
100.0 |
% |
$ |
33,052 |
|
100.0 |
% |
$ |
|
|
$ |
136,434 |
|
100.0 |
% |
Provision for Loan Losses |
|
21,484 |
|
20.8 |
% |
18,426 |
|
55.7 |
% |
|
|
39,910 |
|
29.2 |
% | ||||
Other Operating Expenses |
|
44,057 |
|
42.6 |
% |
5,320 |
|
16.1 |
% |
|
|
49,377 |
|
36.2 |
% | ||||
Operating Gross Profit |
|
37,841 |
|
36.6 |
% |
9,306 |
|
28.2 |
% |
|
|
47,147 |
|
34.6 |
% | ||||
Interest Expense, net |
|
9,292 |
|
9.0 |
% |
4,916 |
|
14.9 |
% |
|
|
14,208 |
|
10.4 |
% | ||||
Depreciation and Amortization |
|
1,131 |
|
1.1 |
% |
284 |
|
0.9 |
% |
|
|
1,415 |
|
1.0 |
% | ||||
Other Corporate Expenses (a) |
|
|
|
|
|
|
|
|
|
20,809 |
|
20,809 |
|
15.3 |
% | ||||
Income (loss) from Operations, before tax |
|
27,418 |
|
26.5 |
% |
4,106 |
|
12.4 |
% |
(20,809 |
) |
10,715 |
|
7.9 |
% |
(a) Represents expenses not associated directly with operations that are not allocated between reportable segments. Therefore, the Company has elected to disclose all other corporate expenses as unallocated.
Intersegment revenues of $0.6 million for the three months ending March 31, 2015, have been eliminated.
Retail Financial Services
Retail financial services represented 75.7%, or $81.4 million, of consolidated revenues for the three months ended March 31, 2016, which was a decrease of $22.0 million, or 21.3%, over the prior period, primarily due to heightened underwriting, the consolidation of underperforming retail locations, and the sale of Florida II. The provision for loan losses decreased as a percentage of revenue from 20.8% to 15.4% for the three months ended March 31, 2016 over the prior period reflecting the benefits of our focus on portfolio performance. Other operating expenses increased as a percentage of revenue primarily due to the consolidation and sale of underperforming retail locations.
Internet Financial Services
For the three months ended March 31, 2016, total revenues contributed by our Internet financial services segment was $26.2 million, a decrease of $6.9 million, or 20.8%, over the prior year comparable period. The provision for loan losses decreased as a percentage of revenue from 55.7% to 53.1% and operating gross profit increased as a percentage of revenue from 28.2% to 30.8% for the three months ended March 31, 2016 over the prior period reflecting the benefits of our heightened underwriting standards.
Liquidity and Capital Resources
We have historically funded our liquidity needs through cash flow from operations and borrowings under our revolving credit facilities. We believe that cash flow from operations and available cash, together with availability of existing and future credit facilities, will be adequate to meet our liquidity needs for the foreseeable future. Beyond the immediate future, funding capital expenditures, working capital and debt requirements will depend on our future financial performance, which is subject to many economic, commercial, regulatory, financial and other factors that are beyond our control. In addition, these factors may require us to pursue alternative sources of capital such as asset-specific financing, incurrence of additional indebtedness, or asset sales.
Three Month Cash Flow Analysis
The table below summarizes our cash flows for the three months ended March 31, 2015, and 2016.
|
|
Three Months Ended |
| ||||
|
|
March 31 |
| ||||
(in thosands) |
|
2015 |
|
2016 |
| ||
Net Cash Provided by Operating Activities |
|
$ |
64,452 |
|
$ |
35,667 |
|
Net Cash Used in Investing Activities |
|
(23,346 |
) |
(8,088 |
) | ||
Net Cash Provided (Used) in Financing Activities |
|
26,648 |
|
(17,861 |
) | ||
Net Increase in Cash and Cash Equivalents |
|
$ |
67,754 |
|
$ |
9,718 |
|
Cash Flows from Operating Activities. During the three months ended March 31, 2016, net cash provided by operating activities was $35.7 million compared to $64.5 million during the prior year comparable period, a decrease of $28.8 million. Cash flows from operating activities decreased primarily due to net income, net of the non-cash impact of provisioning and gain on debt extinguishment.
Cash Flows from Investing Activities. During the three months ended March 31, 2016, net cash used in investing activities was $8.1 million. The primary uses of cash were loan originations of $6.3 million and $1.7 million in capital expenditures. During the three months ended March 31, 2015, net cash used in investing activities was $23.3 million, primarily due to loan originations and capital expenditures.
Cash Flows from Financing Activities. During the three months ended March 31, 2016, net cash used in financing activities was $17.9 million. The primary use of cash was $36.4 million in repurchases of the Companys outstanding senior secured notes off set by $17.4 million in proceeds from a subsidiary note and draws on lines of credit. During the three months ended March 31, 2015, net cash provided by financing activities was $26.6 million, primarily due to draws on the Companys revolving credit facility.
Financing Instruments
The indentures governing our senior secured notes contain certain covenants and events of default that are customary with respect to non-investment grade debt securities, including limitations on our ability to incur additional indebtedness, pay dividends on or make other distributions or repurchase our capital stock, make certain investments, enter into certain types of transactions with affiliates, create liens and sell certain assets or merge with or into other companies. The agreement governing our $31.7 million revolving credit facility contains restrictive covenants that limit our ability to incur additional indebtedness, pay dividends on or make other distributions or repurchase our capital stock, make certain investments, enter into certain types of transactions with affiliates, create liens and sell certain assets or merge with or into other companies, in each case to the same extent as the indentures governing our notes. As of March 31, 2016, and December 31, 2015, we were in compliance with these covenants.
The revolving credit facility due April 2015 was amended in March 2015 and is now structured as a $31.7 million revolving credit facility with an accordion feature that allows us to request an increase in the revolving credit facility of up to $40.0 million in total availability, so long as no event of default exists. The revolving credit facility is a two-year facility scheduled to mature on March 27, 2017. The interest rate is one-month LIBOR plus 14% with a 15% floor, and there is a make-whole payment if the revolving principal balance falls below 85% of the aggregate commitment on or before September 27, 2016. The 1-month LIBOR rate was 0.44% and 0.24% at March 31, 2016, and December 31, 2015, respectively, and the prime rate was 3.50% and 3.25% at March 31, 2016, and December 31, 2015, respectively. The revolving credit facility includes an undrawn line fee of 3.0% of the unused commitments.
The Alabama revolving credit facility was renewed in February 2016 with a maturity of July 2017.
For the three months ended March 31, 2016, we repurchased $99.3 million of our senior secured notes resulting in a $62.9 million gain on debt extinguishment. We may continue to repurchase our outstanding debt, including in the open market through privately negotiated transactions, by exercising redemption rights or otherwise and any such repurchases may be material.
Capital Expenditures
In the first quarter of 2015, we spent $6.0 million on capital expenditures to fund new store growth. During the first quarter of 2016, we had ceased opening new stores and are focused on maintenance capital expenditures.
Seasonality
Our business is seasonal based on the liquidity and cash flow needs of our customers. Customers cash tax refund checks primarily in the first calendar quarter of each year which is traditionally our strongest check cashing quarter. We typically see our loan portfolio decline in the first quarter as a result of the consumer liquidity created through income tax refund checks. Following the first quarter, we typically see our loan portfolio expand through the remainder of the year with the third and fourth quarters showing the strongest loan demand due to the holiday season.
Contractual Obligations and Commitments
On December 20, 2013 and September 19, 2014, we created non-guarantor subsidiaries in order to fund growth in our internet portfolios. The non-guarantor subsidiary funding came from $35.0 million and $7.4 million subsidiary notes, which were used to purchase loans from guarantor subsidiaries. Subsequent to March 31, 2016, the $7.4 million subsidiary note was amended to $8.1 million.
On July 19, 2014, a guarantor subsidiary of ours entered in to a $1.4 million term note with a non-related entity for the acquisition of a share of an airplane. We recorded our $1.1 million share of the joint note, but both parties are joint and severally liable. The joint note had an outstanding balance of $1.3 million at March 31, 2016 and our share of the note was $1.0 million.
On December 31, 2014, we entered in to a $0.5 million term note for licensed software and services.
Impact of Inflation
Our results of operations are not materially impacted by fluctuations in inflation.
Balance Sheet Variations
Cash and cash equivalents, accounts payable, accrued liabilities, money orders payable and revolving advances vary because of seasonal and day-to-day requirements resulting primarily from maintaining cash for cashing checks and making loans, and the receipt and remittance of cash from the sale of prepaid debit cards, wire transfers, money orders and the processing of bill payments.
Loan Portfolio
As of March 31, 2016, we offered loans in 34 states and had ceased all foreign operations in order to focus on our domestic operations. We have established a loan loss allowance in respect of our loans receivable at a level that our management believes to be adequate to absorb known or probable losses from loans made by us and accruals for losses in respect of loans made by third parties. Our policy for determining the loan loss allowance is based on historical experience, as well as our managements review and analysis of the payment and collection of the loans within prior periods. All loans and services, regardless of type, are made in accordance with state regulations, and, therefore, the terms of the loans and services may vary from state to state. Loan fees and interest are earned on loans. Products which allow for an upfront fee are recognized over the loan term. Other products interest is earned over the term of the loan.
As of March 31, 2016, and December 31, 2015, our total finance receivables net of unearned advance fees were approximately $121.4 million and $152.4 million, respectively.
Off-Balance Sheet Arrangements
In certain markets, we arrange for consumers to obtain consumer loan products from one of several independent third-party lenders whereby we act as a facilitator. For consumer loan products originated by third-party lenders under these programs, each lender is responsible for providing the criteria by which the consumers application is underwritten and, if approved, determining the amount of the consumer loan. We are responsible for assessing whether or not we will guarantee such loans. When a consumer executes an agreement with us under these programs, we agree, for a fee payable to us by the consumer, to provide certain services to the consumer, one of which is to guarantee the consumers obligation to repay the loan received by the consumer from the third-party lender if the consumer fails to do so. The guarantee represents an obligation to purchase specific loans that go into default. As of March 31, 2016, and December 31, 2015, the outstanding amount of active consumer loans was $31.2 million and $40.6 million, respectively, which were guaranteed by us. The accrual for third party loan losses, which represents the estimated fair value of the liability for estimated losses on consumer loans guaranteed by us, was $2.2 million and $2.6 million as of March 31, 2016, and December 31, 2015, respectively.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As of March 31, 2016, we have no material market risk sensitive instruments entered into for trading or other purposes, as defined by GAAP.
Interest rate risk
The cash and cash equivalents reflected on our balance sheet represent largely uninvested cash in our branches and cash-in-transit. The amount of interest income we earn on these funds will decline with a decline in interest rates. However, due to the short-term nature of short-term investment grade securities and money market accounts, an immediate decline in interest rates would not have a material impact on our financial position, results of operations or cash flows.
As of March 31, 2016, we had $337.8 million of indebtedness, of which, $37.2 million outstanding under our revolving credit facilities is subject to variable interest rates based on Prime and LIBOR rates. In addition, we have an additional $0.8 million of undrawn availability under the lines of credit which are subject to variable interest rates.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures, as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Companys management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Companys disclosure controls and procedures were effective as of March 31, 2016.
Internal Control Over Financial Reporting
There were no changes in the Companys internal control over financial reporting, as defined in Rule 15d-15(f) under the Exchange Act, during the quarter ended March 31, 2016, that have materially affected, or are reasonably likely to affect, the Companys internal control over financial reporting.
We and our subsidiaries are party to a variety of legal, administrative, regulatory and government proceedings, claims and inquiries arising in the normal course of business. While the results of these proceedings, claims and inquiries cannot be predicted with certainty, we believe that the final outcome of the foregoing will not have a material adverse effect on our financial condition, results of operations or cash flows. Further, legal proceedings have and may in the future be instituted against us that purport to be class actions or multiparty litigation. In most of these instances, we believe that these actions are subject to arbitration agreements and that the plaintiffs are compelled to arbitrate with us on an individual basis. In the event that a lawsuit purports to be a class action, the amount of damages for which we might be responsible is uncertain. In addition, any such amount would depend upon proof of the allegations and on the number of persons who constitute the class of affected persons.
There has been no material changes with respect to the risk factors disclosed under the Item 1A Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2015.
The following exhibits are filed or furnished as part of this report:
Exhibit |
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Description of Exhibit |
10.1 |
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The Membership Interest Purchase Agreement dated as of January 31, 2016 by and among Buckeye Check Cashing of Florida, Inc., an Ohio corporation, as seller, Buckeye Check Cashing of Florida III, LLC, a Florida limited liability company, as buyer, Buckeye Check Cashing of Florida II, LLC, a Delaware limited liability company, Check Cashing U.S.A. Holdings Inc., a Florida corporation, Check Cashing U.S.A. Inc., a Florida corporation, Armandos Inc., a Florida corporation, Foremost Inc., a Florida corporation, and Taso Group LLC, a Florida limited liability company. |
10.2 |
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The Secured Revolving Note dated January 31, 2016 executed by Buckeye Check Cashing of Florida II, LLC, a Delaware limited liability company, and accepted by Buckeye Check Cashing of Florida, Inc., an Ohio corporation, and joined by Taso Group LLC, a Florida limited liability company, as borrower, and acknowledged by Check Cashing U.S.A. Holdings Inc., a Florida corporation, Check Cashing U.S.A. Inc., a Florida corporation, Armandos Inc., a Florida corporation, Foremost Inc., a Florida corporation. |
31.1 |
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Certification Pursuant to Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer |
31.2 |
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Certification Pursuant to Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Chief Financial Officer |
32.1 |
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer |
32.2 |
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Financial Officer |
101 |
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Interactive Data File: |
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.
Date: May 12, 2016
Community Choice Financial Inc. and Subsidiaries |
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/s/ MICHAEL DURBIN |
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Michael Durbin |
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Principal Financial and |
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Principal Accounting Officer |
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