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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(MARK ONE)
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ______________ TO _____________
COMMISSION FILE NUMBER 000-19424
---------
----------
EZCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 74-2540145
- ------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION IDENTIFICATION NO.)
1901 CAPITAL PARKWAY
AUSTIN, TEXAS 78746
----------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(512) 314-3400
----------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NA
----------------------------------------------------
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
The only class of voting securities of the registrant issued and outstanding is
the Class B Voting Common Stock, par value $.01 per share, 100% of which is
owned by one record holder who is an affiliate of the registrant. There is no
trading market for the Class B Voting Common Stock.
As of June 30, 2003, 10,997,831 shares of the registrant's Class A Non-voting
Common Stock, par value $.01 per share and 1,190,057 shares of the registrant's
Class B Voting Common Stock, par value $.01 per share were outstanding.
- --------------------------------------------------------------------------------
EZCORP, INC.
INDEX TO FORM 10-Q
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2003,
June 30, 2002 and September 30, 2002............................. 1
Condensed Consolidated Statements of Operations for the
Three Months and Nine Months Ended June 30, 2003 and 2002........ 2
Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended June 30, 2003 and 2002......................... 3
Notes to Interim Condensed Consolidated Financial Statements..... 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................. 10
Item 3. Quantitative and Qualitative Disclosures about
Market Risk......................................................... 19
Item 4. Controls and Procedures..................................... 20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.......................................... 21
Item 4. Submission of Matters to a Vote of Security Holder......... 21
Item 6. Exhibits and Reports on Form 8-K .......................... 21
SIGNATURE.................................................................... 22
EXHIBIT INDEX................................................................ 23
PART I
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets
June 30, June 30, September 30,
2003 2002 2002
------------- ------------- -------------
(In thousands)
Assets: (Unaudited)
Current assets:
Cash and cash equivalents $ 248 $ 1,418 $ 1,492
Pawn loans 48,149 47,648 49,248
Payroll advances 3,116 1,784 2,326
Pawn service charges receivable, net 8,806 8,253 8,819
Payroll advance service charges receivable, net 611 382 485
Inventory, net 28,853 32,634 32,097
Deferred tax asset 6,418 6,434 6,418
Federal income tax receivable 683 -- 359
Prepaid expenses and other assets 2,209 2,359 1,898
------------- ------------- -------------
Total current assets 99,093 100,912 103,142
Investment in unconsolidated affiliates 15,113 13,932 14,406
Property and equipment, net 27,141 34,214 32,190
Goodwill, net -- 11,274 11,148
Notes receivable from related parties 1,500 1,539 1,522
Deferred tax asset, non-current 1,948 -- --
Other assets, net 3,848 3,439 3,562
------------- ------------- -------------
Total assets $ 148,643 $ 165,310 $ 165,970
============= ============= =============
Liabilities and stockholders' equity:
Current liabilities:
Current maturities of long-term debt $ -- $ 43,445 $ 2,936
Accounts payable and other accrued expenses 9,186 10,666 11,615
Customer layaway deposits 1,471 1,811 2,166
------------- ------------- -------------
Total current liabilities 10,657 55,922 16,717
Long-term debt, less current maturities 33,000 -- 39,309
Deferred tax liability -- 1,193 1,191
Deferred gains and other long-term liabilities 4,408 4,200 4,209
------------- ------------- -------------
Total long-term liabilities 37,408 5,393 44,709
Commitments and contingencies -- -- --
Stockholders' equity:
Preferred Stock, par value $.01 per share; Authorized
5,000,000 shares; none issued and outstanding -- -- --
Class A Non-Voting Common Stock, par value $.01 per share;
Authorized 40,000,000 shares; 11,006,864 issued and
10,997,831 outstanding at June 30, 2003; 10,985,675
issued and 10,976,642 outstanding at June 30, 2002 and
September 30, 2002 110 110 110
Class B Voting Common Stock, convertible, par value $.01 per
share; Authorized 1,198,990 shares; 1,190,057
issued and outstanding 12 12 12
Additional paid-in capital 114,796 114,723 114,729
Accumulated deficit (13,724) (9,774) (9,523)
------------- ------------- -------------
101,194 105,071 105,328
Treasury stock, at cost (9,033 shares) (35) (35) (35)
Receivable from stockholder (729) (729) (729)
Accumulated other comprehensive income (loss) 148 (312) (20)
------------- ------------- -------------
Total stockholders' equity 100,578 103,995 104,544
------------- ------------- -------------
Total liabilities and stockholders' equity $ 148,643 $ 165,310 $ 165,970
============= ============= =============
See Notes to Condensed Consolidated Financial Statements (unaudited).
1
Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended Nine Months Ended
June 30, June 30,
--------------------------- ---------------------------
2003 2002 2003 2002
--------- --------- --------- ---------
(In thousands, except per share amounts)
Revenues:
Sales $ 30,012 $ 28,175 $ 99,980 $ 97,066
Pawn service charges 13,619 12,795 43,576 41,927
Payroll advance service charges 3,047 1,959 8,798 5,500
Other 225 211 770 709
--------- --------- --------- ---------
Total revenues 46,903 43,140 153,124 145,202
Cost of goods sold 19,714 17,601 63,708 60,591
--------- --------- --------- ---------
Net revenues 27,189 25,539 89,416 84,611
Operating expenses:
Operations 20,811 19,165 63,670 58,762
Administrative 4,021 3,639 12,711 11,510
Depreciation and amortization 2,179 2,501 6,636 7,631
--------- --------- --------- ---------
Total operating expenses 27,011 25,305 83,017 77,903
--------- --------- --------- ---------
Operating income 178 234 6,399 6,708
Interest expense, net 403 972 1,534 3,711
Equity in net income of unconsolidated affiliate (333) (110) (1,062) (422)
Loss on sale of assets 27 186 26 319
--------- --------- --------- ---------
Income (loss) before income taxes and cumulative effect of
adopting a new accounting principle 81 (814) 5,901 3,100
Income tax expense (benefit) 28 (301) 2,065 1,147
--------- --------- --------- ---------
Income (loss) before cumulative effect of adopting a new
accounting principle 53 (513) 3,836 1,953
Cumulative effect of adopting a new accounting principle,
net of tax -- -- (8,037) --
--------- --------- --------- ---------
Net income (loss) $ 53 $ (513) $ (4,201) $ 1,953
========= ========= ========= =========
Income (loss) per common share - basic:
Income (loss) before cumulative effect of adopting a
new accounting principle $ -- $ (0.04) $ 0.31 $ 0.16
Cumulative effect of adopting a new accounting
principle, net of tax -- -- (0.65) --
--------- --------- --------- ---------
Net income (loss) $ -- $ (0.04) $ (0.34) $ 0.16
========= ========= ========= =========
Income (loss) per common share - assuming dilution:
Income (loss) before cumulative effect of adopting a
new accounting principle $ -- $ (0.04) $ 0.31 $ 0.16
Cumulative effect of adopting a new accounting
principle, net of tax -- -- (0.65) --
--------- --------- --------- ---------
Net income (loss) $ -- $ (0.04) $ (0.34) $ 0.16
========= ========= ========= =========
Weighted average shares outstanding:
Basic 12,188 12,148 12,178 12,133
Assuming dilution 12,528 12,148 12,474 12,275
Proforma amounts assuming the new accounting principle is
applied retroactively:
Net income (loss) $ 53 $ (347) $ 3,836 $ 2,452
Net income (loss) per diluted share $ -- $ (0.03) $ 0.31 $ 0.20
See Notes to Interim Condensed Consolidated Financial Statements (unaudited).
2
Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended
June 30,
-----------------------------
2003 2002
---------- ----------
(In thousands)
Operating Activities:
Net income (loss) $ (4,201) $ 1,953
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Cumulative effect of adopting a new accounting principle 8,037 --
Depreciation and amortization 6,636 7,631
Deferred taxes (3,139) 979
Net loss on sale or disposal of assets 26 319
Deferred compensation expense 3 5
Income from investment in unconsolidated affiliate (1,062) (422)
Changes in operating assets and liabilities:
Service charges receivable, net (113) 206
Inventory 3,244 1,597
Notes receivable from related parties 22 48
Prepaid expenses, other current assets, and other assets, net 2,267 (998)
Accounts payable and accrued expenses (2,219) 1,268
Customer layaway deposits (695) (270)
Deferred gains and other long-term liabilities (274) (247)
Federal income taxes (324) --
---------- ----------
Net cash provided by operating activities 8,208 12,069
Investing Activities:
Pawn loans forfeited and transferred to inventory 53,210 52,345
Pawn loans made (137,755) (138,931)
Pawn loans repaid 85,644 86,082
---------- ----------
Net decrease (increase) in pawn loans 1,099 (504)
Net increase in payroll advances (790) (534)
Additions to property and equipment (1,946) (1,281)
Dividends from unconsolidated affiliate 523 327
Proceeds from sale of assets 907 5,902
---------- ----------
Net cash provided by (used in) investing activities (207) 3,910
Financing Activities:
Net payments on bank borrowings (9,245) (16,747)
---------- ----------
Net cash used in financing activities (9,245) (16,747)
---------- ----------
Change in cash and cash equivalents (1,244) (768)
Cash and cash equivalents at beginning of period 1,492 2,186
---------- ----------
Cash and cash equivalents at end of period $ 248 $ 1,418
========== ==========
Non-cash Investing and Financing Activities:
Foreign currency translation adjustment $ 168 $ 25
Deferred gain on sale-leaseback $ 506 $ 1,278
Issuance of stock to 401k plan $ 63 $ 60
See Notes to Interim Condensed Consolidated Financial Statements (unaudited).
3
EZCORP, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2003
NOTE A: BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring entries) considered necessary for a fair presentation have
been included. The accompanying financial statements should be read with the
Notes to Consolidated Financial Statements included in the Company's Annual
Report on Form 10-K for the year ended September 30, 2002. The balance sheet at
September 30, 2002 has been derived from the audited financial statements at
that date but does not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
The Company's business is subject to seasonal variations, and operating results
for the nine-month period ended June 30, 2003 are not necessarily indicative of
the results of operations for the full fiscal year.
NOTE B: ACCOUNTING PRINCIPLES AND PRACTICES
In order to state inventory at the lower of cost (specific identification) or
market (net realizable value), the Company provides an allowance for shrinkage
and excess, obsolete, or slow-moving inventory. The Company's inventory
allowance is based on the type and age of merchandise as well as recent sales
trends and margins. At June 30, 2003, June 30, 2002, and September 30, 2002, the
valuation allowance deducted from the carrying value of inventory was $2.5
million, $1.0 million, and $1.7 million, respectively.
Property and equipment is shown net of accumulated depreciation of $63.6
million, $55.1 million and $57.2 million at June 30, 2003, June 30, 2002, and
September 30, 2002, respectively.
The Company's payroll advance bad debt expense, included in store operating
expense, was $0.9 million and $2.3 million for the three-month and nine-month
periods ended June 30, 2003 (the "Fiscal 2003 Quarter" and the "Fiscal 2003
Period," respectively), representing 5.0% and 4.7% of loans made. In the
comparable 2002 periods (the "Fiscal 2002 Quarter" and the "Fiscal 2002 Period,"
respectively), payroll advance bad debt expense was $0.6 million and $2.2
million, representing 6.0% and 7.1%, respectively, of loans made.
The provision for federal income taxes has been calculated based on the
Company's estimate of its effective tax rate for the full fiscal year.
The Company accounts for its stock based compensation plans in accordance with
the intrinsic value method prescribed in Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" and related interpretations ("APB
25"). Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting
for Stock Based Compensation" encourages expensing the fair value of employee
stock options, but allows an entity to continue to account for stock based
compensation to employees under APB 25 with disclosures of the pro forma effect
on net income had the fair value accounting provisions of SFAS No. 123 been
adopted. The Company has calculated the fair value of options granted in these
periods using the Black-Scholes option-pricing model and has determined the pro
forma impact on net income. See Note H, Common Stock, Warrants, and Options.
The Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets"
effective October 1, 2002. Under the provisions of SFAS No. 142, goodwill and
other intangible assets having an indefinite useful life are no longer subject
to amortization but will be tested for impairment at least annually. The effects
of the adoption of this new accounting principle are discussed in Note I.
4
Certain prior year balances have been reclassified to conform to the fiscal 2003
presentation.
NOTE C: EARNINGS (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
Three Months Ended Nine Months Ended
June 30 June 30
------------------------- -------------------------
2003 2002 2003 2002
-------- -------- -------- --------
(In thousands, except per share amounts)
Numerator
Income (loss) before cumulative effect of adopting a new
accounting principle $ 53 $ (513) $ 3,836 $ 1,953
Cumulative effect of adopting a new accounting
principle, net of tax -- -- (8,037) --
-------- -------- -------- --------
Net income (loss) 53 (513) $ (4,201) 1,953
Denominator ======== ======== ======== ========
Denominator for basic earnings per share: weighted
average shares 12,188 12,148 12,178 12,133
Effect of dilutive securities:
Warrants and options 340 -- 296 142
-------- -------- -------- --------
Dilutive potential common shares 340 -- 296 142
-------- -------- -------- --------
Denominator for diluted earnings per share: adjusted
weighted average shares and assumed conversions 12,528 12,148 12,474 12,275
======== ======== ======== ========
Basic earnings (loss) per share $ 0.00 $ (0.04) $ (0.34) $ 0.16
======== ======== ======== ========
Diluted earnings (loss) per share $ 0.00 $ (0.04) $ (0.34) $ 0.16
======== ======== ======== ========
The following table presents the weighted average shares subject to options
outstanding during the periods indicated. Anti-dilutive options have been
excluded from the computation of diluted earnings per share because the options'
exercise price was greater than the average market price of the common shares
and, therefore, the effect would be anti-dilutive. Options outstanding at June
30, 2002 were excluded from the computation of loss per share because the
Company incurred a loss in the three-month period of that year.
Three Months Ended Nine Months Ended
June 30 June 30
---------------------------------- ----------------------------------
2003 2002 2003 2002
------------- ------------- ------------- -------------
Total options outstanding
Weighted average shares subject to options 1,972,915 1,456,699 2,002,651 1,462,918
Average exercise price per share $ 6.12 $ 7.71 $ 6.14 $ 7.69
Anti-dilutive options outstanding
Weighted average shares subject to options 886,516 935,508 911,643 937,792
Average exercise price per share $ 10.74 $ 10.88 $ 10.70 $ 10.88
NOTE D: INVESTMENT IN UNCONSOLIDATED AFFILIATE
The Company owns 13,276,666 common shares of Albemarle & Bond Holdings, plc
("A&B"), approximately 29% of A&B's total outstanding shares. The Company
accounts for its investment in A&B using the equity method. Since A&B's fiscal
year ends three months prior to the Company's fiscal year, the income reported
by the Company for its investment in A&B is on a three-month lag. In accordance
with U.K. securities regulations, A&B files only semi-annual financial reports,
for its fiscal periods ending December 31 and June 30. The Company estimates
A&B's results of operations for the March 31 quarter for its financial
statements. The income reported for the Company's Fiscal 2003 Period represents
its percentage interest in the results of A&B's operations from July 2002
5
through March 2003, as estimated. Below is summarized financial information for
A&B's most recently reported results:
Six months ended December 31,
-----------------------------
2002 2001
---------- -----------
(Pound Sterling000's)
Turnover (gross revenues) 10,666 9,424
Gross profit 7,075 6,079
Profit after tax (net income) 1,578 1,287
NOTE E: CONTINGENCIES
From time to time, the Company is involved in litigation and regulatory actions
arising from its normal business operations. Currently, the Company is a
defendant in several actions, some of which involve claims for substantial
amounts. While the ultimate outcome of these actions cannot be determined, after
consultation with counsel, the Company believes the resolution of these actions
will not have a material adverse effect on the Company's financial condition,
results of operations, or liquidity. However, there can be no assurance as to
the ultimate outcome of these actions.
NOTE F: COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) includes net income (loss) and other revenues,
expenses, gains and losses that are excluded from net income (loss) but are
included as a component of total stockholders' equity. Comprehensive loss for
the Fiscal 2003 Quarter was $0.1 million and comprehensive loss for the Fiscal
2003 Period was $4.0 million. Comprehensive income (loss) for the comparable
2002 periods was $(0.6) million and $2.0 million, respectively. The difference
between comprehensive income (loss) and net income (loss) results primarily from
the effect of foreign currency translation adjustments determined in accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation." The accumulated balance of foreign currency activity excluded from
net income (loss) is presented in the Condensed Consolidated Balance Sheets as
"Accumulated other comprehensive income (loss)."
NOTE G: LONG-TERM DEBT
The Company's $42.5 million credit agreement (increased from $40 million on June
5, 2003) matures March 31, 2005. Availability of funds under the revolving
credit facility is tied to loan and inventory balances, and advances are secured
by the Company's assets. The Company may choose either a Eurodollar rate or the
agent bank's base rate. Interest accrues at the Eurodollar rate plus 250 to 325
basis points or the agent bank's base rate plus 100 to 175 basis points,
depending on the leverage ratio computed at the end of each quarter. Interest
cannot be less than 4.5%. Terms of the agreement require, among other things,
that the Company meet certain financial covenants. In addition, payment of
dividends is prohibited and additional debt is restricted. The credit agreement
excludes the cumulative effect of adopting SFAS No. 142, described in Note I
below, from the calculation of its consolidated net worth covenant.
The Company has a $0.7 million letter of credit as required by an insurance
policy.
NOTE H: COMMON STOCK, WARRANTS, AND OPTIONS
The Company accounts for its stock based compensation plans in accordance with
the intrinsic value method prescribed in APB 25. SFAS No. 123 encourages
expensing the fair value of employee stock options, but allows an entity to
continue to account for stock based compensation to employees under APB 25 with
disclosures of the pro forma effect on net income had the fair value accounting
provisions of SFAS No. 123 been adopted. The Company has calculated the fair
value of options granted using the Black-Scholes option-pricing model and has
determined the pro forma impact on net income. For purposes of pro forma
disclosures, the estimated fair value of the options is amortized to expense
over the options' vesting period.
6
The Company's pro forma results are as follows:
Three Months Ended Nine Months Ended
June 30 June 30
--------------------------- ---------------------------
2003 2002 2003 2002
--------- --------- --------- ---------
(In thousands, except per share amounts)
Net income (loss), as reported $ 53 $ (513) $ (4,201) $ 1,953
Add: stock based employee compensation expense
included in reported net income (loss), net of
related tax effects -- 1 2 3
Deduct: total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax
effects (135) (127) (402) (381)
--------- --------- --------- ---------
Pro forma net income (loss) $ (82) $ (639) $ (4,601) $ 1,575
Earnings (loss) per share - basic:
As reported $ -- $ (0.04) $ (0.34) $ 0.16
Pro forma $ (0.01) $ (0.05) $ (0.38) $ 0.13
Earnings (loss) per share - assuming dilution:
As reported $ -- $ (0.04) $ (0.34) $ 0.16
Pro forma $ (0.01) $ (0.05) $ (0.37) $ 0.13
NOTE I: CHANGE IN ACCOUNTING PRINCIPLE - GOODWILL AND OTHER INTANGIBLE ASSETS
The Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets"
effective October 1, 2002. Under the provisions of SFAS No. 142, goodwill and
other intangible assets having indefinite lives are no longer subject to
amortization but will be tested for impairment annually, or more frequently if
events or changes in circumstances indicate that the assets might be impaired.
With the adoption of SFAS No. 142, the Company ceased amortization of goodwill
and pawn licenses, which lowered amortization expense approximately $603,000
annually, beginning October 1, 2002. The Company also ceased goodwill
amortization related to its equity investment in A&B, which resulted in a
$453,000 annual increase in "equity in net income of unconsolidated affiliates."
During the quarter ended December 31, 2002, the Company completed impairment
tests of its goodwill and pawn licenses. The testing indicated no impairment of
pawn licenses and an $8.0 million impairment charge for goodwill, recorded as a
cumulative effect of adopting a new accounting principle. The Company's implied
fair value of goodwill was $0 as a result of the Company's allocation of
enterprise value to all of the Company's assets and liabilities. With the
assistance of independent valuation specialists, enterprise value was estimated
based on discounted cash flows and market capitalization. In accordance with
SFAS No. 142, the Company also reassessed the useful lives of intangible assets
other than goodwill and pawn licenses, resulting in no change.
7
The following table presents the results of the Company on a comparable basis as
if SFAS No. 142 had been effective for all periods presented.
Three Months Ended Nine Months Ended
June 30, June 30,
---------------------- ----------------------
2003 2002 2003 2002
---------- ---------- ---------- ----------
(In thousands)
Net income (loss) as reported $ 53 $ (513) $ (4,201) $ 1,953
Goodwill and pawn license amortization, net of tax -- 95 -- 285
Amortization of goodwill related to A&B, net of tax -- 71 -- 214
Cumulative effect of adopting a new accounting principle,
net of tax -- -- 8,037 --
---------- ---------- ---------- ----------
Adjusted net income (loss) 53 (347) 3,836 2,452
Basic earnings (loss) per share:
Net income (loss) as reported $ -- $ (0.04) $ (0.34) $ 0.16
Goodwill and pawn license amortization, net of tax -- 0.01 -- 0.02
Amortization of goodwill related to A&B, net of tax -- -- -- 0.02
Cumulative effect of adopting a new accounting principle, net
of tax -- -- 0.65 --
---------- ---------- ---------- ----------
Adjusted net income (loss) $ -- $ (0.03) $ 0.31 $ 0.20
Diluted earnings (loss) per share:
Net income (loss) as reported $ -- $ (0.04) $ (0.34) $ 0.16
Goodwill and pawn license amortization, net of tax -- 0.01 -- 0.02
Amortization of goodwill related to A&B, net of tax -- -- -- 0.02
Cumulative effect of adopting a new accounting principle, net --
of tax -- -- 0.65 --
---------- ---------- ---------- ----------
Adjusted net income (loss) $ -- $ (0.03) $ 0.31 $ 0.20
========== ========== ========== ==========
The following table presents the carrying amount for each major class of
indefinite-lived intangible asset at the specified dates:
June 30, June 30, September 30,
2003 2002 2002
------------- ------------- -------------
(In thousands)
Goodwill $ -- $ 11,274 $ 11,148
Pawn licenses 1,549 1,573 1,549
------------- ------------- -------------
Total $ 1,549 $ 12,847 $ 12,697
============= ============= =============
The following table presents the gross carrying amount and accumulated
amortization for each major class of definite-lived intangible assets at the
specified dates:
June 30, 2003 June 30, 2002 September 30, 2002
Carrying Accumulated Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization Amount Amortization
------------ ------------ ------------ ------------ ------------ ------------
(In thousands)
License application
fees $ 742 $ 554 $ 742 $ 523 $ 742 $ 530
Real estate finders'
fees 554 240 554 200 554 210
Non-compete agreements
388 214 388 194 388 199
------------ ------------ ------------ ------------ ------------ ------------
Total $ 1,684 $ 1,008 $ 1,684 $ 917 $ 1,684 $ 939
============ ============ ============ ============ ============ ============
8
Total amortization expense from definite lived intangible assets was
approximately $23,000 and $68,000 for the three and nine months ended June 30,
2003, compared to $23,000 and $49,000 for the three and nine months ended June
30, 2002. The amortization expense for the year ended September 30, 2002 was
approximately $72,000. The following table presents the Company's estimate of
amortization expense for definite lived intangible assets for each of the five
succeeding fiscal years as of October 1, 2002 (in thousands):
Fiscal Year Amortization Expense
- ----------- --------------------
2003 $ 90
2004 77
2005 68
2006 67
2007 67
As acquisitions and dispositions occur in the future, amortization expense may
vary from these estimates.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The discussion in this section of this report contains forward-looking
statements that involve risks and uncertainties. The Company's actual results
could differ materially from those discussed herein. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
in this section and those discussed elsewhere in this report.
Third Quarter Ended June 30, 2003 vs. Third Quarter Ended June 30, 2002
The following table sets forth selected, unaudited, consolidated financial data
with respect to the Company for the three-month periods ended June 30, 2003 and
2002:
Three Months Ended % or
June 30, (a) Point
2003 2002 Change (b)
------------ ------------ ------------
(Dollars in thousands)
Net Revenues:
Sales $ 30,012 $ 28,175 6.5%
Pawn service charges 13,619 12,795 6.4%
Payroll advance service charges 3,047 1,959 55.5%
Other 225 211 6.6%
------------ ------------
Total revenues 46,903 43,140 8.7%
Cost of goods sold 19,714 17,601 12.0%
------------ ------------
Net revenues $ 27,189 $ 25,539 6.5%
============ ============
Other Data:
Gross margin 34.3% 37.5% (3.2) pts.
Average annual inventory turnover 2.7x 2.2x 0.5x
Average inventory per location at end of period $ 103 $ 117 (12.0)%
Average pawn loan balance per location at end of $ 172 $ 170 1.1%
period
Average yield on pawn loan portfolio 122% 116% 6 pts.
Redemption rate 78% 77% 1 pt.
Expenses as a Percent of Net Revenues:
Operating 76.5% 75.0% 1.5 pts.
Administrative 14.8% 14.2% 0.6 pts.
Depreciation and amortization 8.0% 9.8% (1.8) pts.
Interest, net 1.5% 3.8% (2.3) pts.
Locations in Operation:
Beginning of period 280 280
Sold, combined or closed -- --
------------ ------------
End of period 280 280
============ ============
Average locations in operation during the period 280 280
============ ============
- ----------
(a) In thousands, except percentages, inventory turnover and store count.
(b) In comparing the period differences between dollar amounts or per store
counts, a percentage change is used. In comparing the period
differences between two percentages, a percentage point (pt.) change is
used.
10
Nine Months Ended June 30, 2003 vs. Nine Months Ended June 30, 2002
The following table sets forth selected, unaudited, consolidated financial data
with respect to the Company for the nine month periods ended June 30, 2003 and
2002:
Nine Months Ended % or
June 30, (a) Point
2003 2002 Change (b)
------------ ------------ ------------
(Dollars in thousands)
Net Revenues:
Sales $ 99,980 $ 97,066 3.0%
Pawn service charges 43,576 41,927 3.9%
Payroll advance service charges 8,798 5,500 60.0%
Other 770 709 8.6%
------------ ------------
Total revenues 153,124 145,202 5.5%
Cost of goods sold 63,708 60,591 5.1%
------------ ------------
Net revenues $ 89,416 $ 84,611 5.7%
============ ============
Other Data:
Gross margin 36.3% 37.6% (1.3) pts.
Average annual inventory turnover 2.7x 2.5x 0.2x
Average inventory per location at end of the period $ 103 $ 117 (12.0)%
Average pawn loan balance per location at end of $ 172 $ 170 1.1%
period
Average yield on pawn loan portfolio 128% 124% 4 pts.
Redemption rate 77% 77% --
Expenses as a Percent of Net Revenues:
Operating 71.2% 69.4% 1.8 pts.
Administrative 14.2% 13.6% 0.6 pts.
Depreciation and amortization 7.4% 9.0% (1.6) pts.
Interest, net 1.7% 4.4% (2.7) pts.
Locations in Operation:
Beginning of period 280 283
Sold, combined or closed
-- 3
------------ ------------
End of period 280 280
============ ============
Average locations in operation during the period 280 281
============ ============
- ----------
(a) In thousands, except percentages, inventory turnover and store count.
(b) In comparing the period differences between dollar amounts or per store
counts, a percentage change is used. In comparing the period
differences between two percentages, a percentage point (pt.) change is
used.
11
GENERAL
The Company's primary activity is the making of small, non-recourse loans
secured by tangible personal property. The income earned on this activity is
pawn service charge revenue. While allowable service charges vary by state and
by amount of the loan, a majority of the Company's pawn loans are in amounts
that permit pawn service charges of 20% per month or 240% per annum. The
Company's average pawn loan amount has historically averaged between $70 and
$75. The allowable term of pawn loans also differs by state, but is typically 30
days with an automatic 60-day grace period.
A secondary, but related, activity of the Company is the sale of merchandise.
The Company acquires inventory for its retail sales primarily through pawn loan
forfeitures and, to a lesser extent, through purchases from customers and
wholesale distributors. The realization of gross profit on sales of inventory
primarily depends on the Company's initial assessment of the property's resale
value. Improper assessment of the resale value in the lending function can
result in reduced marketability of the property and the realization of a lower
margin. Typically, the Company's sales margins are between 35% and 45%.
The Company also offers unsecured payroll advances. In most locations, the
Company markets and services payroll advances made by County Bank, a federally
insured Delaware bank; and in a limited number of locations, the Company makes
the loans. The Company may purchase an 85% participation in loans made by County
Bank. The average payroll advance amount is just over $300 and the terms are
generally less than 30 days, averaging about 15 days. The service charge per
$100 loaned is typically $18 for up to a 23-day period, but varies in certain
locations.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's Discussion and Analysis of Financial Condition and Results of
Operations are based upon the Company's condensed consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires management to make estimates that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, management evaluates
its estimates and judgments, including those related to revenue recognition,
inventory, allowance for losses on payroll advances, long-lived and intangible
assets, income taxes, contingencies and litigation. Management bases its
estimates on historical experience, observable trends, and various other
assumptions that are believed to be reasonable under the circumstances.
Management uses this information to make judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from the estimates under different assumptions or conditions.
Management believes the following critical accounting policies represent the
more significant judgments and estimates used in the preparation of its
consolidated financial statements.
REVENUE RECOGNITION: Pawn service charges are recorded using the interest method
for all pawn loans the Company deems to be collectible. The Company bases its
estimate of uncollectible loans on several factors, including recent redemption
rates, historical trends in redemption rates, and the amount of loans due in the
following three months. Unexpected variations in any of these factors could
increase or decrease the Company's estimate of uncollectible loans. In the three
and nine month periods ended June 30, 2003 (the "Fiscal 2003 Quarter" and the
"Fiscal 2003 Period"), the Company collected in cash 94% and 100%, respectively,
of recorded pawn service charge revenue, offset by seasonal reductions in the
pawn service charge receivable. For the three and nine month periods ended June
30, 2002 (the "Fiscal 2002 Quarter" and the "Fiscal 2002 Period"), 98% and 101%,
respectively, of recorded pawn service charge revenue was collected in cash.
Payroll advances and related service charges reported in the Company's
consolidated financial statements reflect only the Company's participation
interest in these loans. The Company accrues service charges on the percentage
of loans the Company deems to be collectible. Accrued service charges related to
defaulted loans are deducted from service charge revenue upon loan default, and
increase service charge revenue upon subsequent collection.
ALLOWANCE FOR LOSSES ON PAYROLL ADVANCES: Unlike pawn loans, payroll advances
are unsecured, and their profitability is highly dependent upon the Company's
ability to manage the default rate and collect defaulted loans. The Company
considers a loan defaulted if the loan has not been repaid or refinanced by the
12
maturity date. Although defaulted loans may be collected later, the Company
charges defaulted loans' principal to bad debt upon default, leaving only active
loans in the reported balance. Subsequent collections of principal are recorded
as a reduction of bad debt at the time of collection.
The Company also provides an allowance for losses on active payroll advances and
related service charges receivable. This estimate is based largely on recent net
default rates and expected seasonal fluctuations in default rates. The accuracy
of the Company's allowance estimate is dependent upon several factors, including
its ability to predict future default rates based on historical trends and
expected future events. Actual loan losses could vary from those estimated due
to variance in any of these factors. Changes in the principal valuation
allowance are charged to bad debt expense, a component of operations expense on
the Company's statement of operations. Changes in the service charge receivable
valuation allowance are charged to payroll advance service charge revenue.
Increased defaults and credit losses may occur during a national or regional
economic downturn, or could occur for other reasons, resulting in the need to
increase the allowance. The Company believes it effectively manages these risks
by using a credit scoring system, closely monitoring the performance of the
portfolio, and participating in loans made by a bank using similar strategies.
INVENTORY: If a pawn loan is not repaid, the forfeited collateral (inventory) is
recorded at cost (pawn loan principal). The Company does not record loan loss
reserves or charge-offs on the principal portion of pawn loans. In order to
state inventory at the lower of cost or market (net realizable value), the
Company provides a reserve for shrinkage and excess, obsolete, or slow-moving
inventory. The Company's inventory reserve is based on the type and age of
merchandise as well as recent sales trends and margins. At June 30, 2003, this
reserve increased to approximately $2.5 million, or 7.9% of the gross inventory
balance compared to $1.0 million, or 3.0% at June 30, 2002, primarily due to an
increase in aging general merchandise. Changes in the inventory reserve are
recorded as cost of goods sold. The Company's inventory reserve is dependent on
its ability to predict future events based on historical trends. Unexpected
variations in sales margins, inventory turnover, or other factors, including
fluctuations in gold prices or new product offerings could increase or decrease
the Company's inventory reserves.
VALUATION OF TANGIBLE LONG-LIVED ASSETS: The Company assesses the impairment of
tangible long-lived assets whenever events or changes in circumstances indicate
that the carrying value may not be recoverable. Factors considered important
which could trigger an impairment review include the following: significant
underperformance relative to historical or projected future cash flows;
significant changes in the manner of use of the assets or the strategy for the
overall business; and significant negative industry trends. When management
determines that the carrying value of tangible long-lived assets may not be
recoverable, impairment is measured based on the excess of the assets' carrying
value over the estimated fair value. No impairment of tangible long-lived assets
has been recognized in Fiscal 2002 or 2003.
EFFECT OF ADOPTION OF NEW ACCOUNTING PRINCIPLE: The Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets" effective October 1, 2002. Under the provisions of SFAS No. 142,
goodwill and other intangible assets having indefinite lives are no longer
subject to amortization but will be tested for impairment annually, or more
frequently if events or changes in circumstances indicate that the assets might
be impaired. With the adoption of SFAS No. 142, the Company ceased amortization
of goodwill and pawn licenses, which lowered amortization expense approximately
$603,000 annually, beginning October 1, 2002. The Company also ceased goodwill
amortization related to its equity investment in Albemarle & Bond Holdings plc
("A&B"), resulting in a $453,000 annual increase in "equity in net income of
unconsolidated affiliates." During the quarter ended December 31, 2002, the
Company completed impairment tests of its goodwill and pawn licenses. Such
testing indicated no impairment of pawn licenses and an $8.0 million, net of
tax, impairment charge for goodwill, recorded as a cumulative effect of adopting
a new accounting principle. In accordance with SFAS No. 142, the Company also
reassessed the useful lives of intangible assets other than goodwill and pawn
licenses, resulting in no change.
INCOME TAXES: The provision for federal income taxes has been calculated based
on the Company's estimate of its effective tax rate for the full fiscal year. As
part of the process of preparing the consolidated financial statements, the
Company is required to estimate income taxes in each of the jurisdictions in
which it operates. This process involves estimating the actual current tax
liability together with assessing temporary differences in recognition of income
for tax and accounting purposes. These differences result in deferred tax assets
and liabilities, which are included in the Company's consolidated balance sheet.
Management must then assess the likelihood that the deferred tax assets will be
recovered from future taxable income and, to the extent it believes that
recovery is not
13
likely, it must establish a valuation allowance against the deferred tax asset.
An expense must be included within the tax provision in the statement of
operations for any increase in the valuation allowance for a given period.
Significant management judgment is required in determining the provision for
income taxes, deferred tax assets and liabilities, and any valuation allowance
recorded against net deferred tax assets.
EQUITY IN NET INCOME OF A&B: The Company accounts for its investment in A&B
using the equity method. Since A&B's fiscal year ends three months prior to the
Company's fiscal year, the income reported by the Company for its investment in
A&B is on a three-month lag. In accordance with U.K. securities regulations, A&B
files only semi-annual financial reports, for its fiscal periods ending December
31 and June 30. The Company estimates A&B's results of operations for the March
31 quarter for its financial statements. The income reported for the Company's
Fiscal 2003 Period represents its percentage interest in the results of A&B's
operations from July 2002 through March 2003, as estimated. Quarterly estimates
of A&B's activity are based on several factors, including recent publicly
announced earnings, earnings trends, and any expected changes due to general
economic factors or factors specific to A&B's business. Actual results could
differ materially from these estimates. If the Company increased (decreased) by
25% its estimate of A&B's earnings for the quarter ended March 31, 2003, the
Company's equity in net income of unconsolidated affiliates would increase
(decrease) by approximately $83,000.
STOCK-BASED COMPENSATION: The Company accounts for its stock based compensation
plans in accordance with the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
("APB 25"). In October 1995, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 123, "Accounting for Stock Based Compensation." SFAS No. 123
encourages expensing the fair value of employee stock options, but allows an
entity to continue to account for stock based compensation to employees under
APB 25 with disclosures of the pro forma effect on net income had the fair value
accounting provisions of SFAS No. 123 been adopted. The Company has calculated
the fair value of options granted in these periods using the Black-Scholes
option-pricing model and has determined the pro forma impact on net income.
DISCLOSURE AND INTERNAL CONTROLS: Based on an assessment of the effectiveness of
the Company's disclosure controls and procedures, accounting policies, and the
underlying judgments and uncertainties affecting the application of those
policies and procedures, management believes that the Company's condensed
consolidated financial statements provide a meaningful and fair perspective of
the Company in all material respects. There have been no significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation. Management
identified no significant deficiencies or material weaknesses in internal
controls. Other risk factors, such as those discussed elsewhere in this interim
report as well as changes in business strategies, could adversely impact the
consolidated financial position, results of operations, and cash flows in future
periods.
RESULTS OF OPERATIONS
Third Quarter Ended June 30, 2003 vs. Third Quarter Ended June 30, 2002
The following discussion compares the results of operations for the Fiscal 2003
Quarter to the Fiscal 2002 Quarter. The discussion should be read in conjunction
with the accompanying financial statements and related notes.
The Company's Fiscal 2003 Quarter pawn service charge revenue increased 6%, or
$0.8 million from the Fiscal 2002 Quarter to $13.6 million. A six percentage
point increase in loan yields, to 122%, accounts for $0.6 million of the
increase, while $0.2 million of the increase was due to a higher average loan
balance. Variations in the annualized loan yield, as seen between these periods,
generally are due to changes in the level of loan forfeitures, a mix shift
between loans with different yields, and changes in rates. The Company's average
balance of pawn loans outstanding during the Fiscal 2003 Quarter was 1.5% higher
and ending pawn loans outstanding were 1.1% higher than for the Fiscal 2002
Quarter.
Sales increased $1.8 million in the Fiscal 2003 Quarter, when compared to the
Fiscal 2002 Quarter, to $30.0 million. The increase was due to a $1.0 million
increase in jewelry scrapping sales and a $0.8 million increase in same store
sales.
14
Below is a summary of the comparable periods' sales and margins:
Quarter Ended June 30,
---------------------------
2003 2002
--------- ---------
(Dollars in thousands)
Merchandise sales $ 24,863 $ 24,080
Jewelry scrapping sales 5,149 4,095
--------- ---------
Total sales 30,012 28,175
Gross profit on merchandise sales $ 9,421 $ 10,271
Gross profit on jewelry scrapping sales 877 303
Gross margin on merchandise sales 37.9% 42.7%
Gross margin on jewelry scrapping sales 17.0% 7.4%
Overall gross margin 34.3% 37.5%
Margins on merchandise sales, excluding jewelry scrapping, decreased 4.8
percentage points in the Fiscal 2003 Quarter due to greater discounting of
primarily aged general merchandise and an increase in inventory shrinkage.
Inventory shrinkage, included in cost of goods sold, was 2.8% of merchandise
sales in the Fiscal 2003 Quarter compared to 1.9% in the Fiscal 2002 Quarter.
Improved margins on jewelry scrapping, primarily due to higher gold prices,
partially offset the decrease in merchandise sales margins, resulting in a 3.2
percentage point reduction in overall margins in the Fiscal 2003 Quarter.
Payroll advance data are as follows:
Quarter Ended June 30,
----------------------------
2003 2002
--------- ---------
(Dollars in thousands)
Service charge revenue $ 3,047 $ 1,959
Bad debt (included in operating expense) (857) (640)
Other direct expenses (included in operating expense) (254) (266)
Collection and call center costs (included in administrative expense) (149) (88)
--------- ---------
Contribution to operating income 1,787 965
Average payroll advance balance outstanding during quarter $ 2,678 $ 1,466
Payroll advance loan balance at end of quarter 3,116 1,784
Average loan balance per participating location at end of quarter 13.6 8.2
Participating locations at end of quarter (whole numbers) 229 217
Net default rate (defaults net of collections, measured as a percent of
loans made) 4.8% 5.8%
The Contribution to operating income presented above is the incremental
contribution only and excludes other costs such as labor, rent, and other
overhead costs.
Payroll advance service charge revenue increased from the Fiscal 2002 Quarter
primarily due to higher average loan balances. Despite the 83% higher average
loan balances, bad debt for the Fiscal 2003 Quarter was only 34% above the
Fiscal 2002 Quarter due to an improvement in the net default rate. The maturing
of the product and a growth in the number of locations offering the loans
increased the loan balance, which includes only active loans as discussed in
"Critical Accounting Policies and Estimates" above.
The Company provides for a valuation allowance on both the principal and fees
receivable for payroll advances. Due to the short-term nature of these loans,
the Company uses recent net default rates and anticipated seasonal changes in
the rate as the basis for its valuation allowance, rather than reserving the
annual or quarterly rate. At June 30, 2003, the valuation allowance was 5.2% of
payroll advance receivables.
In the Fiscal 2003 Quarter, store operating expenses as a percent of net
revenues increased 1.5 percentage points to 76.5%. The Fiscal 2003 Quarter
operating expenses reflect a $0.7 million increase in labor related costs, a
$0.2 million increase in rent, and a $0.2 million volume-related increase in bad
debt from payroll advances.
15
Administrative expenses measured as a percentage of net revenues increased 0.6
of a percentage point from the Fiscal 2002 Quarter to 14.8%, primarily due to
increased incentive compensation reflecting the Company's improved earnings
performance.
Depreciation and amortization expense, when measured as a percentage of net
revenue, decreased 1.8 percentage points in the Fiscal 2003 Quarter to 8.0%.
This improvement is primarily due to the reduction in depreciable assets through
the sale-leaseback of previously owned locations and adoption of SFAS No. 142,
which ceased amortization of goodwill and some intangible assets as discussed in
Critical Accounting Policies and Estimates above.
In the Fiscal 2003 Quarter, interest expense decreased 59% to $0.4 million.
Lower average debt balances and lower effective interest rates contributed to
the decrease. At June 30, 2003, the Company's total debt was $33.0 million
compared to $43.4 million at June 30, 2002.
The Fiscal 2003 Quarter income tax provision was $28,000 (35% of pretax income)
compared to a $0.3 million tax benefit (37% of pretax loss) for the Fiscal 2002
Quarter. The decrease in effective tax rate is due to non-tax deductible items
having a smaller percentage impact on larger pre-tax earnings expected in the
full fiscal 2003 year.
Operating income for the Fiscal 2003 Quarter decreased $0.1 million from the
Fiscal 2002 Quarter to $0.2 million. Improvements in the contribution from
payroll advances ($0.8 million) and pawn service charges ($0.8 million) were
offset by a decrease in the gross profit on sales ($0.3 million) and increases
in store operating and administrative expenses ($1.8 million). After a $0.6
million decrease in interest expense and smaller changes in other non-operating
items, net income improved to $0.1 million in the Fiscal 2003 Quarter from a
$0.5 million net loss in the Fiscal 2002 Quarter.
Nine Months Ended June 30, 2003 vs. Nine Months Ended June 30, 2002
The following discussion compares the results of operations for the Fiscal 2003
Period to the Fiscal 2002 Period. The discussion should be read in conjunction
with the accompanying financial statements and related notes.
The Company's Fiscal 2003 Period pawn service charge revenue increased 4%, or
$1.6 million from the Fiscal 2002 Period to $43.6 million. The improvement is
primarily due to a four percentage point improvement in loan yields to 128% in
the Fiscal 2003 Period. Variations in the annualized loan yield, as seen between
these periods, generally are due to changes in the level of loan forfeitures, a
mix shift between loans with different yields, and changes in rates. The
Company's average balance of pawn loans outstanding during the Fiscal 2003
Period was 0.7% higher and ending pawn loans outstanding were 1.1% higher than
for the Fiscal 2002 Period.
Sales increased $2.9 million in the Fiscal 2003 Period, when compared to the
Fiscal 2002 Period, to $100.0 million. The increase was due to higher jewelry
scrapping sales ($2.1 million) and higher same store merchandise sales ($0.9
million), offset by lower sales from three stores closed during the Fiscal 2002
Period ($0.1 million).
16
Below is a summary of the comparable periods' sales and margins:
Nine Months Ended June 30,
---------------------------
2003 2002
--------- ---------
(Dollars in thousands)
Merchandise sales $ 87,994 $ 87,147
Jewelry scrapping sales 11,986 9,919
--------- ---------
Total sales 99,980 97,066
Gross profit on merchandise sales $ 34,614 $ 36,234
Gross profit (loss) on jewelry scrapping sales 1,658 241
Gross margin on merchandise sales 39.3% 41.6%
Gross margin on jewelry scrapping sales 13.8% 2.4%
Overall gross margin 36.3% 37.6%
Margins on merchandise sales, excluding jewelry scrapping, decreased 2.3
percentage points in the Fiscal 2003 Period, largely due to greater discounting
of primarily aged general merchandise and an increase in the allowance for aged
and obsolete inventory. Also contributing to the decrease in margins was an
increase in inventory shrinkage, from 1.4% of merchandise sales in the Fiscal
2002 Period to 1.9% in the Fiscal 2003 Period. Improved margins on jewelry
scrapping, primarily due to higher gold prices, partially offset the decrease in
merchandise sales margins, resulting in a 1.3 percentage point reduction in
overall margins in the Fiscal 2003 Quarter.
Payroll advance data are as follows:
Nine Months Ended June 30,
----------------------------
2003 2002
--------- ---------
(Dollars in thousands)
Service charge revenue $ 8,798 $ 5,500
Bad debt (included in operating expense) (2,284) (2,154)
Other direct expenses (included in operating expense) (891) (640)
Collection and call center costs (included in administrative expense) (482) (237)
--------- ---------
Contribution to operating income 5,141 2,469
Average payroll advance balance outstanding during period 2,554 1,419
Payroll advance loan balance at end of period 3,116 1,784
Average loan balance per participating location at end of period 13.6 8.2
Participating locations at end of period (whole numbers) 229 217
Net default rate (defaults net of collections, measured as a percent of
loans made) 4.7% 6.9%
The Contribution to operating income presented above is the incremental
contribution only and excludes other costs such as labor, rent, and other
overhead costs.
Payroll advance service charge revenue increased from the Fiscal 2002 Period
primarily due to higher average loan balances. Despite the 80% increase in
average loan balances, bad debt for the Fiscal 2003 Period increased only 6%
from the Fiscal 2002 Period due to an improvement in the net default rate. The
maturing of the product and a growth in the number of locations offering the
loans increased the loan balance.
In the Fiscal 2003 Period, store operating expenses increased 1.8 percentage
points to 71.2% of net revenues. The Fiscal 2003 Period operating expenses
reflect a $1.4 million increase in labor related costs, a $1.0 million increase
in rent from equipment and the sale-leaseback of previously owned store
locations, and a $0.8 million increase in robbery losses. Administrative
expenses measured as a percentage of net revenues increased 0.6 of a percentage
point from the Fiscal 2002 Period to 14.2%. The increase is due primarily to
higher labor related costs and growth in collection and call center expenses
related to payroll advances.
Depreciation and amortization expense decreased 1.6 percentage points in the
Fiscal 2003 Period to 7.4% of net revenue. This improvement is primarily due to
the reduction in depreciable assets through the sale-leaseback of
17
previously owned locations and adoption of SFAS No. 142, which ceased
amortization of goodwill and some intangible assets, as discussed in Critical
Accounting Policies and Estimates above.
In the Fiscal 2003 Period, interest expense was $1.5 million, a 59% decrease
from the Fiscal 2002 Period. Lower average debt balances and lower effective
interest rates contributed to the decrease. At June 30, 2003, the Company's
total debt was $33.0 million compared to $43.4 million at June 30, 2002.
The Fiscal 2003 Period income tax provision was $2.1 million (35% of pretax
income) compared to $1.1 million (37% of pretax income) for the Fiscal 2002
Period. The decrease in effective tax rate is due to non-tax deductible items
having a smaller percentage impact on larger pre-tax earnings in the Fiscal 2003
Period.
On October 1, 2002, the Company adopted SFAS No. 142 regarding goodwill and
other intangible assets. During the Fiscal 2003 Period, the Company completed
its transitional impairment tests, resulting in a non-cash $8.0 million
impairment charge for goodwill, recorded as a cumulative effect of adopting a
new accounting principle.
Operating income for the Fiscal 2003 Period decreased $0.3 million from the
Fiscal 2002 Period to $6.4 million. Improvements in the contribution from
payroll advances ($2.7 million), and pawn service charges ($1.6 million) were
offset by a lower gross profit on sales ($0.2 million) and increases in store
operating and administrative expenses ($5.5 million). After a $2.2 million
decrease in interest expense and smaller changes in other non-operating items,
income before the cumulative effect of adopting a new accounting principle
improved to $3.8 million in the Fiscal 2003 Period from $2.0 million in the
Fiscal 2002 Period. After the $8.0 million cumulative effect of adopting a new
accounting principle, the Company reported a net loss of $4.2 million compared
to net income of $2.0 million in the Fiscal 2002 Period.
LIQUIDITY AND CAPITAL RESOURCES
During the Fiscal 2003 Period, the Company used $8.2 million of cash flow from
operating activities, $0.9 million in proceeds from sale-leasebacks, a $0.3
million reduction in investments in pawn and payroll advance loans, $0.5 million
in dividends from A&B, and $1.2 million of cash on hand to fund $1.9 million of
capital expenditures for property and equipment and to reduce outstanding debt
by $9.2 million.
The Company anticipates that cash flow from operations and availability under
its revolving credit facility will be adequate to fund planned capital
expenditures and working capital requirements during the coming year. However,
there can be no assurance that cash flow from operating activities and funds
available under its credit facility will be adequate for these expenditures.
The Company's $42.5 million credit agreement (increased from $40 million on June
5, 2003) matures March 31, 2005. Availability of funds under the revolving
credit facility is tied to loan and inventory balances, and advances are secured
by the Company's assets. The Company may choose either a Eurodollar rate or the
agent bank's base rate. Interest accrues at the Eurodollar rate plus 250 to 325
basis points or the agent bank's base rate plus 100 to 175 basis points,
depending on the leverage ratio computed at the end of each quarter. Interest
cannot be less than 4.5%. Terms of the agreement require, among other things,
that the Company meet certain financial covenants that the Company believes will
be achieved based upon its current and anticipated performance. In addition,
payment of dividends is prohibited and additional debt is restricted. At June
30, 2003, the Company had $33.0 million outstanding on the revolving credit
facility.
SEASONALITY
Historically, service charge revenues are highest in the Company's first fiscal
quarter (October through December) due to improving loan redemption rates
coupled with a higher average loan balance following the summer lending season.
Sales generally are highest in the Company's first and second fiscal quarters
(October through March) due to the holiday season and the impact of tax refunds.
Sales volume can be heavily influenced by the timing of decisions to scrap
excess jewelry inventory, which generally occurs during low jewelry sales
periods (May through October). The net effect of these factors is that net
revenues and net income typically are highest in the first and second fiscal
quarters. The Company's cash flow is greatest in its second fiscal quarter
primarily due to a high level of loan redemptions and sales in the income tax
refund season.
18
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discussion about the Company's market risk disclosures involves
forward-looking statements. Actual results could differ materially from those
projected in the forward-looking statements. The Company is exposed to market
risk related to changes in interest rates, foreign currency exchange rates, and
gold prices. The Company does not use derivative financial instruments.
The Company's earnings and financial position may be affected by changes in gold
prices and the resulting impact on pawn lending and jewelry sales. The proceeds
of scrap sales and the Company's ability to liquidate excess jewelry inventory
at an acceptable margin are dependent upon gold prices. The impact on the
Company's financial position and results of operations of a hypothetical change
in gold prices cannot be reasonably estimated.
The Company's earnings are affected by changes in interest rates due to the
impact those changes have on its debt, all of which is variable-rate debt. Under
its amended and restated credit agreement dated October 30, 2002, the Company's
effective interest rate was reduced by approximately 300 basis points. If
interest rates average 300 basis points less during the remaining three months
of the fiscal year ending September 30, 2003 than they did in the comparable
period of 2002, the Company's interest expense during those three months would
decrease by approximately $0.2 million. This amount is determined by considering
the impact of the hypothetical interest rates on the Company's variable-rate
debt at June 30, 2003.
The Company's earnings and financial position are affected by foreign exchange
rate fluctuations related to the equity investment in A&B. A&B's functional
currency is the U.K. pound. The U.K. pound exchange rate can directly and
indirectly impact the Company's results of operations and financial position in
several ways. For example, a devalued pound could result in an economic
recession in the U.K., which in turn could impact A&B's and the Company's
results of operations and financial position. The impact on the Company's
financial position and results of operations of a hypothetical change in the
exchange rate between the U.S. dollar and the U.K. pound cannot be reasonably
estimated due to the interrelationship of operating results and exchange rates.
The translation adjustment representing the weakening in the U.K. pound during
the quarter ended March 31, 2003 (included in the Company's June 30, 2003
results on a three-month lag as described above) was approximately $134,000. On
June 30, 2003, the U.K. pound closed at 1.00 to 1.6503 U.S. dollars, a
strengthening from 1.5749 at March 31, 2003. No assurance can be given as to the
future valuation of the U.K. pound and how further movements in the pound could
affect future earnings or the financial position of the Company.
FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical information provided herein are
forward-looking and may contain information about financial results, economic
conditions, trends and known uncertainties. The Company cautions the reader that
actual results could differ materially from those expected by the Company
depending on the outcome of certain factors, including without limitation (i)
fluctuations in the Company's inventory and loan balances, inventory turnover,
average yields on loan portfolios, pawn redemption rates, payroll advance
default and collection rates, labor and employment matters, competition,
operating risk, acquisition and expansion risk, liquidity, and capital
requirements and the effect of government and environmental regulations, and
(ii) adverse changes in the market for the Company's services. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The Company undertakes no obligations to
release publicly the results of any revisions to these forward-looking
statements which may be made to reflect events or circumstances after the date
hereof, including without limitation, changes in the Company's business strategy
or planned capital expenditures, or to reflect the occurrence of unanticipated
events.
19
ITEM 4. CONTROLS AND PROCEDURES
Our principal executive and financial officers have concluded, based on their
evaluation as of a date within 90 days before the filing of this interim report
on Form 10-Q, that our disclosure controls and procedures under Rule 13a-14 of
the Securities Exchange Act of 1934 are effective to ensure that information we
are required to disclose in the reports we file or submit under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and include controls and procedures
designed to ensure that information we are required to disclose in such reports
is accumulated and communicated to management, including our principal executive
and financial officers, as appropriate to allow timely decisions regarding
required disclosure.
Subsequent to our evaluation, there were no significant changes in internal
controls or other factors that could significantly affect these internal
controls.
20
PART II
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is involved in litigation and regulatory actions
arising from its normal business operations. Currently, the Company is a
defendant in several actions, some of which involve claims for substantial
amounts. While the ultimate outcome of these actions cannot be determined, after
consultation with counsel, the Company believes the resolution of these actions
will not have a material adverse effect on the Company's financial condition,
results of operations, or liquidity. However, there can be no assurance as to
the ultimate outcome of these actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit Incorporated by
Number Description Reference to
------- ---------------------------------------------------- ---------------
31.1 Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
-------------------
Filing Date Item Reported Information Reported
------ -------- -------------------------------- --------------------
8-K 07/22/03 Item 12 - Results of Operations Quarterly earnings
and Financial Condition announcement and
related press release.
21
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EZCORP, INC.
------------
(Registrant)
Date: August 4, 2003 By: /s/ DAN N. TONISSEN
----------------------
(Signature)
Dan N. Tonissen
Senior Vice President,
Chief Financial Officer &
Director
22
EXHIBIT INDEX
Exhibit Incorporated by
Number Description Reference to Page
- ------- --------------------------------------- --------------- ----
31.1 Certification of Chief Executive 24
Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial 25
Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive 26
Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial 27
Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
23