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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 MARCH 31, 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 [ ]
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 March 31, 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.
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EZCORP, INC.
INDEX TO FORM 10-Q
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2003, March 31, 2002 and
September 30, 2002 1
Condensed Consolidated Statements of Operations for the Three Months and Six Months
Ended March 31, 2003 and 2002 2
Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 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
CERTIFICATIONS 23
EXHIBIT INDEX 25
PART I
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets
March 31, March 31, September 30,
2003 2002 2002
---------- ---------- --------------
(In thousands)
(Unaudited)
Assets:
Current assets:
Cash and cash equivalents $ 3,386 $ 1,224 $ 1,492
Pawn loans 41,218 40,152 49,248
Payroll advances 2,253 1,096 2,326
Pawn service charges receivable, net 7,966 7,951 8,819
Payroll advance service charges receivable, net 442 236 485
Inventory, net 29,535 31,331 32,097
Deferred tax asset 6,418 6,105 6,418
Federal income tax receivable -- -- 359
Prepaid expenses and other assets 2,456 2,044 1,898
---------- ---------- --------------
Total current assets 93,674 90,139 103,142
Investment in unconsolidated affiliates 15,124 14,066 14,406
Property and equipment, net 28,659 37,725 32,190
Goodwill, net -- 11,401 11,148
Notes receivable from related parties 1,500 1,556 1,522
Deferred tax asset, non-current 1,948 -- --
Other assets, net 3,977 3,547 3,562
---------- ---------- --------------
Total assets $ 144,882 $ 158,434 $ 165,970
========== ========== ==============
Liabilities and stockholders' equity:
Current liabilities:
Current maturities of long-term debt $ -- $ 37,445 $ 2,936
Accounts payable and other accrued expenses 10,027 9,279 11,581
Restructuring reserve 3 93 34
Customer layaway deposits 1,731 2,005 2,166
Federal income taxes payable 443 -- --
---------- ---------- --------------
Total current liabilities 12,204 48,822 16,717
Long-term debt, less current maturities 28,000 -- 39,309
Deferred tax liability -- 1,193 1,191
Deferred gains and other long-term liabilities 4,019 3,871 4,209
---------- ---------- --------------
Total long-term liabilities 32,019 5,064 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 March 31, 2003; 10,946,874 issued
and 10,937,841 outstanding at March 31, 2002; 10,985,675
issued and 10,976,642 outstanding at September 30, 2002 110 109 110
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 114,796 114,664 114,729
Accumulated deficit (13,777) (9,261) (9,523)
---------- ---------- --------------
101,141 105,524 105,328
Treasury stock, at cost (9,033 shares) (35) (35) (35)
Receivable from stockholder (729) (729) (729)
Accumulated other comprehensive income (loss) 282 (212) (20)
---------- ---------- --------------
Total stockholders' equity 100,659 104,548 104,544
---------- ---------- --------------
Total liabilities and stockholders' equity $ 144,882 $ 158,434 $ 165,970
========== ========== ==============
See Notes to Condensed Consolidated Financial Statements (unaudited).
1
Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
-------------------------- --------------------------
2003 2002 2003 2002
---------- ---------- ---------- ----------
(In thousands, except per share amounts)
Revenues:
Sales $ 35,771 $ 31,732 $ 69,969 $ 68,891
Pawn service charges 14,323 13,919 29,957 29,132
Payroll advance service charges 2,675 1,620 5,752 3,541
Other 253 210 543 499
---------- ---------- ---------- ----------
Total revenues 53,022 47,481 106,221 102,063
Cost of goods sold 22,672 19,820 43,992 42,990
---------- ---------- ---------- ----------
Net revenues 30,350 27,661 62,229 59,073
Operating expenses:
Operations 21,414 18,999 42,859 39,597
Administrative 4,393 3,667 8,690 7,871
Depreciation and amortization 2,192 2,532 4,459 5,130
---------- ---------- ---------- ----------
Total operating expenses 27,999 25,198 56,008 52,598
---------- ---------- ---------- ----------
Operating income 2,351 2,463 6,221 6,475
Interest expense, net 474 996 1,131 2,739
Equity in net income of unconsolidated affiliate (427) (248) (730) (312)
(Gain)/loss on sale of assets -- (22) -- 133
---------- ---------- ---------- ----------
Income before income taxes and cumulative effect of
adopting a new accounting principle 2,304 1,737 5,820 3,915
Income tax expense 806 643 2,037 1,449
---------- ---------- ---------- ----------
Income before cumulative effect of adopting a new
accounting principle 1,498 1,094 3,783 2,466
Cumulative effect of adopting a new accounting principle,
net of tax -- -- (8,037) --
---------- ---------- ---------- ----------
Net income (loss) $ 1,498 $ 1,094 $ (4,254) $ 2,466
========== ========== ========== ==========
Income (loss) per common share (basic):
Income before cumulative effect of adopting a new
accounting principle $ 0.12 $ 0.09 $ 0.31 $ 0.20
Cumulative effect of adopting a new accounting
principle, net of tax -- -- (0.66) --
---------- ---------- ---------- ----------
Net income (loss) $ 0.12 $ 0.09 $ (0.35) $ 0.20
========== ========== ========== ==========
Income (loss) per common share (assuming dilution):
Income before cumulative effect of adopting a new
accounting principle $ 0.12 $ 0.09 $ 0.30 $ 0.20
Cumulative effect of adopting a new accounting
principle, net of tax -- -- (0.64) --
---------- ---------- ---------- ----------
Net income (loss) $ 0.12 $ 0.09 $ (0.34) $ 0.20
========== ========== ========== ==========
Weighted average shares outstanding:
Basic 12,181 12,128 12,174 12,128
Assuming dilution 12,513 12,276 12,438 12,174
Proforma amounts assuming the new accounting principle is applied
retroactively:
Net income $ 1,498 $ 1,260 $ 3,783 $ 2,799
Net income per diluted share $ 0.12 $ 0.10 $ 0.30 $ 0.23
See Notes to Interim Condensed Consolidated Financial Statements (unaudited).
2
Condensed Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended
March 31,
--------------------------
2003 2002
---------- ----------
(In thousands)
Operating Activities:
Net income (loss) $ (4,254) $ 2,466
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 4,459 5,130
Deferred taxes (3,139) 1,308
Net loss on sale or disposal of assets -- 133
Deferred compensation expense 3 3
Income from investment in unconsolidated affiliate (730) (312)
Changes in operating assets and liabilities:
Service charges receivable, net 896 654
Inventory 2,562 2,900
Notes receivable from related parties 22 33
Prepaid expenses, other current assets, and other assets, net 1,978 (567)
Accounts payable and accrued expenses (1,375) (109)
Restructuring reserve (31) (124)
Customer layaway deposits (435) (76)
Deferred gains and other long-term liabilities (190) (157)
Federal income taxes 802 --
---------- ----------
Net cash provided by operating activities 8,605 11,282
Investing Activities:
Pawn loans forfeited and transferred to inventory 36,899 36,217
Pawn loans made (88,725) (89,331)
Pawn loans repaid 59,856 60,106
---------- ----------
Net decrease in pawn loans 8,030 6,992
Payroll advances 73 154
Additions to property and equipment (882) (540)
Investment in unconsolidated affiliate 313 183
Proceeds from sale of assets -- 3,714
---------- ----------
Net cash provided by investing activities 7,534 10,503
Financing Activities:
Net payments on bank borrowings (14,245) (22,747)
---------- ----------
Net cash used in financing activities (14,245) (22,747)
---------- ----------
Change in cash and cash equivalents 1,894 (962)
Cash and cash equivalents at beginning of period 1,492 2,186
---------- ----------
Cash and cash equivalents at end of period $ 3,386 $ 1,224
========== ==========
Non-cash Investing and Financing Activities:
Foreign currency translation adjustment
$ 302 $ 125
Deferred gain on sale-leaseback
$ -- $ 829
Issuance of stock to 401k plan
$ 63 $ --
See Notes to Interim Condensed Consolidated Financial Statements (unaudited).
3
EZCORP, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 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 six-month period ended March 31, 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 March 31, 2003, March 31, 2002, and September 30, 2002,
the valuation allowance deducted from the carrying value of inventory was $2.4
million, $1.0 million, and $1.7 million, respectively.
Property and equipment is shown net of accumulated depreciation of $28.7
million, $37.7 million and $32.2 million at March 31, 2003, March 31, 2002, and
September 30, 2002, respectively.
The Company's payroll advance bad debt expense, included in store operating
expense, was $0.5 million and $1.4 million for the three-month and six month
periods ended March 31, 2003 (the "Fiscal 2003 Quarter" and the "Fiscal 2003
Period," respectively), representing 3.3% and 4.5% of loans. In the comparable
2002 periods (the "Fiscal 2002 Quarter" and the "Fiscal 2002 Period,"
respectively), payroll advance bad debt expense was $0.5 million and $1.5
million, representing 5.3% and 7.7%, 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.
Certain prior year balances have been reclassified to conform to the fiscal 2003
presentation.
4
NOTE C: EARNINGS (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
Three Months Ended Six Months Ended
March 31 March 31
--------------------------- ----------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
(In thousands, except per share amounts)
Numerator
Income before cumulative effect of adopting a new
accounting principle $ 1,498 $ 1,094 $ 3,783 $ 2,466
Cumulative effect of adopting a new accounting
principle, net of tax -- -- (8,037) --
------------ ------------ ------------ ------------
Net income (loss) 1,498 1,094 $ (4,254) 2,466
Denominator ============ ============ ============ ============
Denominator for basic earnings per share: weighted
average shares 12,181 12,128 12,174 12,128
Effect of dilutive securities:
Warrants and options 332 148 264 46
------------ ------------ ------------ ------------
Dilutive potential common shares 332 148 264 46
------------ ------------ ------------ ------------
Denominator for diluted earnings per share: adjusted
weighted average shares and assumed conversions 12,513 12,276 12,438 12,174
============ ============ ============ ============
Basic earnings (loss) per share $ 0.12 $ 0.09 $ (0.35) $ 0.20
============ ============ ============ ============
Diluted earnings (loss) per share $ 0.12 $ 0.09 $ (0.34) $ 0.20
============ ============ ============ ============
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.
Three Months Ended Six Months Ended
March 31 March 31
----------------------------- -----------------------------
2003 2002 2003 2002
------------- ------------- ------------- -------------
Total options outstanding
Weighted average shares subject to options 2,072,291 1,460,049 2,016,227 1,466,027
Average exercise price per share $ 5.98 $ 7.70 $ 6.15 $ 7.69
Anti-dilutive options outstanding
Weighted average shares subject to options 901,545 937,098 915,615 948,953
Average exercise price per share $ 10.72 $ 10.88 $ 10.76 $ 10.78
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. The income
reported for the Company's Fiscal 2003 Period represents its percentage interest
in the results of A&B's operations from July through December 2002.
NOTE E: CONTINGENCIES
From time to time, the Company is involved in litigation relating to claims
arising from its normal business operations. Currently, the Company is a
defendant in several lawsuits. Some of these lawsuits involve claims for
substantial amounts. While the ultimate outcome of these lawsuits cannot be
ascertained, after consultation with
5
counsel, the Company believes the resolution of these suits will not have a
material adverse effect on the Company's financial condition or results of
operations. However, there can be no assurance as to the ultimate outcome of
these matters.
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 income for
the Fiscal 2003 Quarter was $1.7 million and comprehensive loss for the Fiscal
2003 Period was $4.0 million. Comprehensive income for the comparable 2002
periods was $1.0 million and $2.6 million, respectively. The difference between
comprehensive income (loss) and net income (loss) results primarily from the
effect of foreign currency translation adjustments in accordance with Statement
of Financial Accounting Standards No. 52, "Foreign Currency Translation." The
accumulated balance of foreign currency activity excluded from net income (loss)
is presented in the Condensed Consolidated Balance Sheets as "Accumulated other
comprehensive income (loss)."
NOTE G: LONG-TERM DEBT
The Company's $40 million credit agreement 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. At the Company's
option, interest on the revolving credit facility accrues at i) the Eurodollar
rate plus 250 to 325 basis points, depending on leverage ratio, or ii) the agent
bank's base rate ("Prime") plus 100 to 175 basis points, depending on leverage
ratio. Terms of the agreement require, among other things, that the Company meet
certain financial covenants. In addition, payment of dividends is prohibited and
incurrence of additional debt is restricted. Effective October 30, 2002, the
Company amended its credit agreement to exclude 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 Six Months Ended
March 31 March 31
------------------------------ ------------------------------
2003 2002 2003 2002
------------- ------------- ------------- -------------
(In thousands, except per share amounts)
Net income (loss), as reported $ 1,498 $ 1,094 $ (4,254) $ 2,466
Add: stock based employee compensation expense
included in reported net income (loss), net of
related tax effects 0 1 1 2
Deduct: total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax
effects (138) (124) (267) (253)
------------- ------------- ------------- -------------
Pro forma net income (loss) $ 1,360 $ 971 $ (4,520) $ 2,215
Earnings (loss) per share, basic:
As reported $ 0.12 $ 0.09 $ (0.35) $ 0.20
Pro forma $ 0.11 $ 0.08 $ (0.37) $ 0.18
Earnings (loss) per share, assuming dilution:
As reported $ 0.12 $ 0.09 $ (0.34) $ 0.20
Pro forma $ 0.11 $ 0.08 $ (0.36) $ 0.18
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 an indefinite useful life 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 will lower 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 will result 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 Six Months Ended
March 31, March 31,
----------------------------- ------------------------------
2003 2002 2003 2002
------------- ------------- ------------- -------------
(In thousands)
Net income (loss) as reported $ 1,498 $ 1,094 $ (4,254) $ 2,466
Goodwill and pawn license amortization, net of tax -- 95 -- 190
Amortization of goodwill related to A&B, net of tax -- 71 -- 143
Cumulative effect of adopting a new accounting
principle, net of tax -- -- 8,037 --
------------- ------------- ------------- -------------
Adjusted net income 1,498 1, 260 3,783 2,799
Basic earnings (loss) per share:
Net income (loss) as reported $ 0.12 $ 0. 09 $ (0.35) $ 0.20
Goodwill and pawn license amortization, net of tax -- 0.01 -- 0.02
Amortization of goodwill related to A&B, net of tax -- 0.00 -- 0.01
Cumulative effect of adopting a new accounting
principle, net of tax -- -- 0.66 --
------------- ------------- ------------- -------------
Adjusted net income $ 0.12 $ 0.10 $ 0.31 $ 0.23
Diluted earnings (loss) per share:
Net income (loss) as reported $ 0.12 $ 0.09 $ (0.34) $ 0.20
Goodwill and pawn license amortization, net of tax -- 0.01 -- 0.02
Amortization of goodwill related to A&B, net of tax -- 0.00 -- 0.01
Cumulative effect of adopting a new accounting
principle, net of tax -- -- 0.64 --
------------- ------------- ------------- -------------
Adjusted net income $ 0.12 $ 0.10 $ 0.30 $ 0.23
The following table presents the carrying amount for each major class of
indefinite-lived intangible asset at the specified dates:
March 31, March 31, September 30,
2003 2002 2002
------------- ------------- -------------
(In thousands)
Goodwill $ -- $ 11,401 $ 11,148
Pawn licenses 1,549 1,597 1,549
------------- ------------- -------------
Total $ 1,549 $ 12,998 $ 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:
March 31, 2003 March 31, 2002 September 30, 2002
Carrying Accumulated Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization Amount Amortization
----------- ------------ ----------- ------------ ----------- ------------
(In thousands)
License application
fees $ 742 $ 546 $ 742 $ 515 $ 742 $ 530
Real estate finders'
fees 554 230 554 189 554 210
Non-compete agreements 388 209 388 189 388 199
----------- ----------- ----------- ----------- ----------- -----------
Total $ 1,684 $ 985 $ 1,684 $ 893 $ 1,684 $ 939
=========== =========== =========== =========== =========== ===========
8
Total amortization expense from definite lived intangible assets was
approximately $23,000 and $46,000 for the three and six months ended March 31,
2003, compared to $3,000 and $26,000 for the three and six months ended March
31, 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.
Second Quarter Ended March 31, 2003 vs. Second Quarter Ended March 31, 2002
The following table sets forth selected, unaudited, consolidated financial data
with respect to the Company for the three-month periods ended March 31, 2003 and
2002:
Three Months Ended % or
March 31, (a) Point
2003 2002 Change(b)
------------- ------------- -------------
(Dollars in thousands)
Net Revenues:
Sales $ 35,771 $ 31,732 12.7%
Pawn service charges 14,323 13,919 2.9%
Payroll advance service charges 2,675 1,620 65.1%
Other 253 210 20.5%
------------- -------------
Total revenues 53,022 47,481 11.7%
Cost of goods sold 22,672 19,820 14.4%
------------- -------------
Net revenues $ 30,350 $ 27,661 9.7%
============= =============
Other Data:
Gross margin 36.6% 37.5% (0.9) pts.
Average annual inventory turnover 2.8x 2.5x 0.3x
Average inventory per location at end of period $ 105 $ 112 (6.3)%
Average pawn loan balance per location at end of $ 147 $ 143 2.8%
period
Average yield on pawn loan portfolio 134% 130% 4 pts.
Redemption rate 78% 78% --
Expenses as a Percent of Net Revenues:
Operating 70.6% 68.7% 1.9 pts.
Administrative 14.5% 13.3% 1.2 pts.
Depreciation and amortization 7.2% 9.2% (2.0) pts.
Interest, net 1.6% 3.6% (2.0) 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.
10
Six Months Ended March 31, 2003 vs. Six Months Ended March 31, 2002
The following table sets forth selected, unaudited, consolidated financial data
with respect to the Company for the six-month periods ended March 31, 2003 and
2002:
Six Months Ended % or
March 31, (a) Point
2003 2002 Change (b)
----------- ----------- -----------
(Dollars in thousands)
Net Revenues:
Sales $ 69,969 $ 68,891 1.6%
Pawn service charges 29,957 29,132 2.8%
Payroll advance service charges 5,752 3,541 62.4%
Other 543 499 8.8%
----------- -----------
Total revenues 106,221 102,063 4.1%
Cost of goods sold 43,992 42,990 2.3%
----------- -----------
Net revenues $ 62,229 $ 59,073 5.3%
=========== ===========
Other Data:
Gross margin 37.1% 37.6% (0.5) pts.
Average annual inventory turnover 2.7x 2.6x 0.1x
Average inventory per location at end of the period $ 105 $ 112 (6.3)%
Average pawn loan balance per location at end of $ 147 $ 143 2.8%
period
Average yield on pawn loan portfolio 133% 130% 3 pts.
Redemption rate 77% 77% --
Expenses as a Percent of Net Revenues:
Operating 68.9% 67.0% 1.9 pts.
Administrative 14.0% 13.3% 0.7 pts.
Depreciation and amortization 7.2% 8.7% (1.5) pts.
Interest, net 1.8% 4.6% (2.8) 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 280 282
- ----------
(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 will be between 35% and 45%.
The Company also offers unsecured payroll advances in most of its pawnshops. 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 loan. With loans made by County Bank, the Company may
purchase an 85% participation in the loan. 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 six-month periods ended March 31, 2003 (the "Fiscal 2003 Quarter" and the
"Fiscal 2003 Period"), the Company collected in cash 111% and 103%,
respectively, of recorded pawn service charge revenue, offset by seasonal
reductions in the pawn service charge receivable. For the three and six-month
periods ended March 31, 2002 (the "Fiscal 2002 Quarter" and the "Fiscal 2002
Period"), 112% and 102%, 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 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
12
defaulted loans. The Company considers a loan defaulted if the loan has not been
repaid or refinanced by the 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 March 31, 2003, this
reserve increased to approximately $2.4 million, or 7.4% of the gross inventory
balance compared to $1.0 million, or 3.0% at March 31, 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 an indefinite useful life 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 will lower 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"), which will result 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
13
deferred tax assets will be recovered from future taxable income and, to the
extent it believes that recovery is not 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.
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
Second Quarter Ended March 31, 2003 vs. Second Quarter Ended March 31, 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 3%, or
$0.4 million from the Fiscal 2002 Quarter to $14.3 million. The improvement is
due to a four percentage point increase in loan yields to 134% ($0.5 million),
offset slightly by a lower average loan balance ($0.1 million). Variations in
the annualized loan yield, as seen between these periods, are due generally 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 0.5% lower and ending pawn
loans outstanding were 2.7% higher than for the Fiscal 2002 Quarter.
Sales increased $4.0 million in the Fiscal 2003 Quarter, when compared to the
Fiscal 2002 Quarter, to $35.8 million. The increase was due to a $1.8 million
increase in jewelry scrapping sales and a $2.2 million increase in same store
sales, primarily from higher layaway sale completions. During the quarter ended
December 31, 2001, the Company required that all layaway sales be paid in full
by December 15 rather than the normal ninety-day period. This increased
financial sales in the first quarter of fiscal 2002 as layaway sales that would
have typically been paid in the second quarter were paid in full in the first
quarter of fiscal 2002 ended December 31, 2001. In fiscal 2003, the December 15
deadline was used only for layaways initiated prior to November 3, reducing the
acceleration of sales as was seen in the first quarter of fiscal 2002. As a
result, sales in the second fiscal 2003 quarter, ending March 31, 2003,
benefited from greater layaway sale completions than was seen in the second
quarter of fiscal 2002.
14
Below is a summary of the comparable periods' sales and margins:
Quarter Ended March 31,
--------------------------
2003 2002
----------- -----------
(Dollars in thousands)
Merchandise sales $ 31,587 $ 29,397
Jewelry scrapping sales 4,184 2,335
----------- -----------
Total sales 35,771 31,732
Gross profit on merchandise sales $ 12,344 $ 11,816
Gross profit on jewelry scrapping sales 755 96
Gross margin on merchandise sales 39.1% 40.2%
Gross margin on jewelry scrapping sales 18.0% 4.1%
Overall gross margin 36.6% 37.5%
The Fiscal 2003 Quarter overall gross margins on sales decreased 0.9 of a
percentage point from the Fiscal 2002 Quarter to 36.6%. Although jewelry
scrapping margins improved in the Fiscal 2003 Quarter, they typically are lower
than the margin on merchandise sales, providing downward pressure on overall
margins. As a result, the increase in scrapping volume decreased overall margins
in the Fiscal 2003 Quarter by 2.5 percentage points when compared to the Fiscal
2002 Quarter. Margins on merchandise sales, excluding jewelry scrapping,
decreased 1.1 percentage points primarily due to an increase in the allowance
for aged and obsolete inventory in the Fiscal 2003 Quarter. Inventory shrinkage,
included in cost of goods sold, was 1.9% of merchandise sales in the Fiscal 2003
Quarter compared to 1.6% in the Fiscal 2002 Quarter.
Payroll advance data are as follows:
Quarter Ended March 31,
-------------------------------
2003 2002
------------- -------------
(Dollars in thousands)
Service charge revenue $ 2,675 $ 1,620
Bad debt (included in operating expense) (489) (455)
Other direct expenses (included in operating expense) (279) (217)
Collection and call center costs (included in administrative expense) (189) (78)
------------- -------------
Contribution to operating income 1,718 870
Average payroll advance balance outstanding during quarter $ 2,529 $ 1,339
Payroll advance loan balance at end of quarter 2,253 1,096
Average loan balance per participating location at end of quarter 9.8 5.3
Participating locations at end of quarter (whole numbers) 229 205
Net default rate (defaults net of collections, measured as a percent of
loans made) 3.6% 5.1%
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 89% higher average
loan balances, bad debt for the Fiscal 2003 Quarter was only 7% above the Fiscal
2002 Quarter due to an improvement in net defaults. 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 March 31, 2003, the valuation allowance was 5.2% of
payroll advance receivables.
15
In the Fiscal 2003 Quarter, store operating expenses as a percent of net
revenues increased 1.9 percentage points to 70.6%. The Fiscal 2003 Quarter
operating expenses reflect a $0.5 million increase in rent from equipment and
the sale-leaseback of previously owned store locations, a $0.5 million increase
in robbery losses, and a $1.0 million increase in labor related costs. Increased
labor costs are primarily from higher health benefits, merit increases, and
higher incentive pay as a result of the Company's earnings improvement.
Administrative expenses measured as a percentage of net revenues increased 1.2
percentage points from the Fiscal 2002 Quarter to 14.5%. The increase is due
primarily to higher labor related costs and payroll advance collection costs.
Depreciation and amortization expense, when measured as a percentage of net
revenue, decreased 2.0 percentage points in the Fiscal 2003 Quarter to 7.2%.
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 indefinite lived pawn licenses
effective October 1, 2002, as discussed in Critical Accounting Policies and
Estimates above.
In the Fiscal 2003 Quarter, interest expense decreased 52% to $0.5 million.
Lower average debt balances and lower effective interest rates contributed to
the decrease. At March 31, 2003, the Company's total debt was $28.0 million
compared to $37.4 million at March 31, 2002.
The Fiscal 2003 Quarter income tax provision was $0.8 million (35% of pretax
income) compared to $0.6 million (37% of pretax income) 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 in the Fiscal 2003
Quarter.
Operating income for the Fiscal 2003 Quarter decreased $0.1 million from the
Fiscal 2002 Quarter to $2.4 million. Improvements in the gross profit on sales
($1.2 million), contribution from payroll advances ($0.8 million), and pawn
service charges ($0.4 million), were offset by increases in store operating and
administrative expenses. After a $0.5 million decrease in interest expense and
smaller changes in other non-operating items, net income improved to $1.5
million in the Fiscal 2003 Quarter from $1.1 million in the Fiscal 2002 Quarter.
Six Months Ended March 31, 2003 vs. Six Months Ended March 31, 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 3%, or
$0.8 million from the Fiscal 2002 Period to $30.0 million. The improvement is
primarily due to a three percentage point improvement in loan yields to 133% in
the Fiscal 2003 Period. Variations in the annualized loan yield, as seen between
these periods, are due generally 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 0.5% higher and ending pawn loans outstanding were 2.7% higher than
for the Fiscal 2002 Period.
Sales increased $1.1 million in the Fiscal 2003 Period, when compared to the
Fiscal 2002 Period, to $70.0 million. The increase was due to higher jewelry
scrapping sales ($1.0 million) and higher same store merchandise sales ($0.2
million), offset by lower sales from closed stores ($0.1 million).
16
Below is a summary of the comparable periods' sales and margins:
Six Months Ended March 31,
----------------------------
2003 2002
------------ ------------
(Dollars in thousands)
Merchandise sales $ 63,132 $ 63,067
Jewelry scrapping sales 6,837 5,824
------------ ------------
Total sales 69,969 68,891
Gross profit on merchandise sales $ 25,195 $ 25,963
Gross profit (loss) on jewelry scrapping sales 782 (62)
Gross margin on merchandise sales 39.9% 41.2%
Gross margin on jewelry scrapping sales 11.4% (1.1)%
Overall gross margin 37.1% 37.6%
The Fiscal 2003 Period overall gross margins on sales decreased 0.5 of a
percentage point from the Fiscal 2002 Period to 37.1%. Although jewelry
scrapping margins improved in the Fiscal 2003 Period, they typically are lower
than the margin on merchandise sales, providing downward pressure on overall
margins. As a result, the increase in scrapping volume decreased overall margins
in the Fiscal 2003 Period by 1.0 percentage point when compared to the Fiscal
2002 Period. Margins on merchandise sales, excluding jewelry scrapping,
decreased 1.3 percentage points primarily due to an increase in the allowance
for aged and obsolete inventory in the Fiscal 2003 Period. Also contributing to
the decrease in margins was an increase in inventory shrinkage, from 1.2% of
merchandise sales in the Fiscal 2002 Period to 1.5% in the Fiscal 2003 Period.
Payroll advance data are as follows:
Six Months Ended March 31,
-----------------------------
2003 2002
------------ ------------
(Dollars in thousands)
Service charge revenue $ 5,752 $ 3,541
Bad debt (included in operating expense) (1,428) (1, 514)
Other direct expenses (included in operating expense) (637) (372)
Collection and call center costs (included in administrative expense) (333) (149)
------------ ------------
Contribution to operating income 3,354 1,506
Average payroll advance balance outstanding during period 2,440 1,346
Payroll advance loan balance at end of period 2,253 1,096
Average loan balance per participating location at end of period 9.8 5.3
Participating locations at end of period (whole numbers) 229 205
Net default rate (defaults net of collections, measured as a percent of
loans made) 4.7% 7.5%
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 81% increase in
average loan balances, bad debt for the Fiscal 2003 Period was lower than 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 1.9 percentage
points to 68.9% of net revenues. The Fiscal 2003 Period operating expenses
reflect a $1.0 million increase in rent from equipment and the sale-leaseback of
previously owned store locations, a $0.6 million increase in robbery losses, and
a $0.7 million increase in labor related costs. Administrative expenses measured
as a percentage of net revenues increased 0.7 of a percentage point from the
Fiscal 2002 Period to 14.0%. The increase is due primarily to higher labor
related costs, payroll advance collection costs, and professional fees and
services.
17
Depreciation and amortization expense decreased 1.5 percentage points in the
Fiscal 2003 Period to 7.2% of net revenue. 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 indefinite lived pawn licenses effective October 1, 2002, as
discussed in Critical Accounting Policies and Estimates above.
In the Fiscal 2003 Period, interest expense was $1.1 million, a 59% decrease
from the Fiscal 2002 Period. Lower average debt balances and lower effective
interest rates contributed to the decrease. At March 31, 2003, the Company's
total debt was $28.0 million compared to $37.4 million at March 31, 2002.
The Fiscal 2003 Period income tax provision was $2.0 million (35% of pretax
income) compared to $1.4 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 $6.2 million. Improvements in the contribution from
payroll advances ($1.8 million), pawn service charges ($0.8 million) and the
gross profit on sales ($0.1 million), were offset by increases in store
operating and administrative expenses. After a $1.6 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 $2.5 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 $4.3 million compared to a net income of $2.5
million in the Fiscal 2002 Period.
LIQUIDITY AND CAPITAL RESOURCES
The Company's $8.6 million cash flow from operations in the Fiscal 2003 Period
consisted of $4.4 million of earnings before depreciation, amortization, the
cumulative effect of adopting a new accounting principle, and other non-cash
items, coupled with a $4.2 million return of investment in net operating assets,
primarily inventory. Net cash provided by investing activities was $7.5 million
for the Fiscal 2003 Period resulting primarily from an $8.0 million reduction in
pawn loans, and $0.9 million invested in property and equipment. During the
Fiscal 2003 Period, the Company used its cash flow from operating and investing
activities to reduce its outstanding debt by $14.2 million while increasing its
cash on hand by $1.9 million.
The Company anticipates that cash flow from operations and availability under
its revolving credit facility will be adequate to fund planned capital
expenditures, working capital requirements, and required debt payments 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 $40 million credit agreement 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. Interest on the
revolving credit facility is the Eurodollar rate plus 250 to 325 basis points or
the agent bank's base rate ("Prime") plus 100 to 175 basis points. Terms of the
agreement require, among other things, that the Company meet certain financial
covenants and that no dividends be paid. The Company believes that the financial
covenants established in its credit facility will be achieved based upon the
Company's current and anticipated performance. Effective October 30, 2002, the
Company amended the credit agreement to exclude the cumulative effect of
adopting SFAS No. 142 from the calculation of the consolidated net worth
covenant. At March 31, 2003, the Company had $28.0 million outstanding on the
revolving credit facility.
18
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.
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 six 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 six months would decrease
by approximately $0.4 million. This amount is determined by considering the
impact of the hypothetical interest rates on the Company's variable-rate debt at
March 31, 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 strengthening in the U.K. pound
during the quarter ended December 31, 2002 (included in the Company's March 31,
2003 results on a three-month lag as described above) was approximately
$187,000. On March 31, 2003, the U.K. pound closed at 1.00 to 1.5749 U.S.
dollars, a weakening from 1.6044 at December 31, 2002. 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
19
results of any revisions to these forward-looking statements which may be made
to reflect events or circumstances after the date hereon, including without
limitation, changes in the Company's business strategy or planned capital
expenditures, or to reflect the occurrence of unanticipated events.
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 ascertained,
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 HOLDERS
By written consent of the holder of a majority of the Company's Class B voting
common stock dated February 4, 2003, the Company's existing directors were
unanimously re-elected. Ernst & Young LLP was re-appointed as the Company's
independent auditors for the fiscal year ending September 30, 2003 as part of
the same written consent.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit Incorporated by
Number Description Reference to
------ ----------- ---------------
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer
(b) Reports on Form 8-K
Filing Date Item Reported Information Reported
------ ---- ------------- --------------------
8-K 04/22/02 Item 12 -
Results of Quarterly earnings announcement and related press
Operations and release.
Financial
Condition
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: May 5, 2003 By: /s/ DAN N. TONISSEN
-----------------------
(Signature)
Dan N. Tonissen
Senior Vice President,
Chief Financial Officer &
Director
22
CERTIFICATIONS
I, Joseph L. Rotunda, certify that:
1. I have reviewed this quarterly report on Form 10-Q of EZCORP, Inc. (the
"registrant");
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 5, 2003
/s/ Joseph L. Rotunda
Joseph L. Rotunda
President, Chief Executive Officer
& Director
23
I, Dan N. Tonissen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of EZCORP, Inc. (the
"registrant");
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 5, 2003
/s/ Dan N. Tonissen
Dan N. Tonissen
Senior Vice President,
Chief Financial Officer &
Director
24
EXHIBIT INDEX
Exhibit Incorporated by
Number Description Reference to Page
------ ----------- ---------------- ----
99.1 Certification of Chief Executive Officer 26
99.2 Certification of Chief Financial Officer 27
25