10-Q 1 dfc10q033105.txt DFC 10Q 03-31-05 UNITED STATES 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, 2005 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from _____ to _____ Commission file number 000-50866 DOLLAR FINANCIAL CORP. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 23-2636866 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 1436 LANCASTER AVENUE, BERWYN, PENNSYLVANIA 19312 (Address of Principal Executive Offices) (Zip Code) 610-296-3400 (Registrant's Telephone Number, Including Area Code) None (Former name, former address and former fiscal year, if changed since last report) Indicate by check |X| 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| As of April 30, 2005, 18,069,552 shares of the Registrants common stock, par value $0.001 per share, were outstanding. DOLLAR FINANCIAL CORP. INDEX PART I. FINANCIAL INFORMATION Page No. -------- Item 1. Financial Statements Interim Consolidated Balance Sheets as of June 30, 2004 and March 31, 2005 (unaudited).............................................................. 3 Interim Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2004 and 2005........................................................ 4 Interim Unaudited Consolidated Statements of Shareholders' Equity as of June 30, 2004 And March 31, 2005 (unaudited).............................................................. 5 Interim Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2004 and 2005............................................................... 6 Notes to Interim Unaudited Consolidated Financial Statements................................ 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................................................................... 27 Item 3. Quantitative and Qualitative Disclosures About Market Risk........................................................................... 38 Item 4. Controls and Procedures..................................................................... 40 PART II. OTHER INFORMATION Item 1. Legal Proceedings........................................................................... 40 Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.................................. 41 Item 4. Submission of Matters to a Vote of Security Holders......................................... 42 Item 6. Exhibits ................................................................................... 43 Signature ........................................................................................... 44 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements DOLLAR FINANCIAL CORP. INTERIM CONSOLIDATED BALANCE SHEETS (In thousands except share and per share amounts) June 30, March 31, --------------- ---------------- 2004 2005 --------------- ---------------- Assets (unaudited) Cash and cash equivalents......................................................... $ 69,270 $ 80,793 Loans receivable Loans receivable.............................................................. 32,902 38,513 Less: Allowance for loan losses.............................................. (2,315) (3,078) --------------- ---------------- Loans receivable, net............................................................. 30,587 35,435 Other consumer lending receivables................................................ 7,404 8,353 Other receivables................................................................. 4,056 6,492 Income taxes receivable........................................................... 6,125 4,871 Prepaid expenses.................................................................. 4,380 6,921 Deferred tax asset, net of valuation allowance of $24,474 and $33,421............. - 174 Notes and interest receivable--officers........................................... 4,785 - Property and equipment, net of accumulated depreciation of $49,540 and $61,986.... 27,965 31,472 Goodwill and other intangibles, net of accumulated amortization of $23,339 and $23,545 .................................................................. 149,118 185,194 Debt issuance costs, net of accumulated amortization of $987 and $2,213........... 11,428 10,003 Other............................................................................. 4,219 2,422 --------------- ---------------- $ 319,337 $ 372,130 =============== ================ Liabilities and shareholders' (deficit) equity Accounts payable.................................................................. $ 15,863 $ 20,866 Foreign income taxes payable...................................................... 5,979 5,489 Accrued expenses and other liabilities............................................ 17,854 21,804 Accrued interest payable.......................................................... 5,525 9,532 Revolving credit facilities....................................................... - 11,000 Long term debt: 9.75% Senior Notes due 2011................................................... 241,176 241,056 16.0% Senior Notes due 2012................................................... 42,070 - 13.95% Senior Subordinated Notes due 2012..................................... 41,652 - Other long term debt.............................................................. 105 16 Shareholders' (deficit) equity: Common stock, $.001 par value: 55,500,000 shares authorized; 11,025,001 shares issued at June 30, 2004 and 18,403,126 shares issued at March 31, 2005, respectively..................................... 11 18 Additional paid-in capital.................................................... 61,470 165,821 Accumulated deficit........................................................... (120,916) (124,353) Accumulated other comprehensive income........................................ 13,813 26,227 Treasury stock at cost; 59,222 shares at June 30, 2004 and 333,574 shares at March 31, 2005.......................................................... (956) (5,346) Management equity loan....................................................... (4,309) - --------------- ---------------- Total shareholders' (deficit) equity.............................................. (50,887) 62,367 --------------- ---------------- $ 319,337 $ 372,130 =============== ================ See notes to interim unaudited consolidated financial statements. 3 DOLLAR FINANCIAL CORP. INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands except share and per share amounts) Three Months Ended Nine Months Ended March 31, March 31, --------------------------------- -------------------------------- 2004 2005 2004 2005 --------------- ------------- --------------- ------------- Revenues: Check cashing ........................................... $ 30,398 $ 32,708 $ 87,939 $ 95,803 Consumer lending: Fees from consumer lending............................ 29,923 37,225 90,130 113,970 Provision for loan losses and adjustment to servicing income............................................. (3,477) (4,308) (17,899) (22,517) --------------- ------------- --------------- ------------- Consumer lending, net.................................... 26,446 32,917 72,231 91,453 Money transfer fees...................................... 3,245 3,722 9,574 10,915 Other.................................................... 5,268 7,102 13,365 16,821 --------------- ------------- --------------- ------------- Total revenues.............................................. 65,357 76,449 183,109 214,992 --------------- ------------- --------------- ------------- Store and regional expenses: Salaries and benefits.................................... 19,397 22,365 56,881 63,419 Occupancy................................................ 5,019 5,820 14,768 16,814 Depreciation............................................. 1,533 1,773 4,471 5,326 Returned checks, net and cash shortages.................. 2,051 2,699 6,936 7,916 Telephone and communications............................. 1,336 1,600 4,329 4,468 Advertising.............................................. 1,736 1,983 5,278 7,078 Bank charges............................................. 888 1,022 2,778 2,934 Armored carrier expenses................................. 786 935 2,266 2,649 Other.................................................... 5,502 6,990 18,345 20,783 --------------- ------------- --------------- ------------- Total store and regional expenses........................... 38,248 45,187 116,052 131,387 --------------- ------------- --------------- ------------- Store and regional margin................................... 27,109 31,262 67,057 83,605 --------------- ------------- --------------- ------------- Corporate and other expenses: Corporate expenses....................................... 8,360 10,838 22,727 31,486 Management fee........................................... 249 108 786 636 Other depreciation and amortization...................... 800 806 2,672 2,908 Interest expense, net.................................... 10,151 7,766 29,585 27,237 Loss on extinguishment of debt........................... - 8,097 8,855 8,097 Termination of management services agreement............. - 2,500 - 2,500 Other.................................................... 157 189 278 133 --------------- ------------- --------------- ------------- Income before income taxes.................................. 7,392 958 2,154 10,608 taxes....................................................... Income tax provision........................................ 5,789 5,437 28,125 14,045 --------------- ------------- --------------- ------------- Net income (loss)........................................... $ 1,603 $ (4,479) $ (25,971) $ (3,437) =============== ============= =============== ============= Net income (loss) per share: Basic.................................................. $ 0.15 $ (0.28) $ (2.37) $ (0.27) =============== ============= =============== ============= Diluted................................................ $ 0.14 $ (0.28) $ (2.37) $ (0.27) =============== ============= =============== ============= Weighted average common shares outstanding: Basic.................................................. 10,965,779 15,935,660 10,965,779 12,569,815 =============== ============= =============== ============= Diluted................................................ 11,367,575 15,935,660 10,965,779 12,569,815 =============== ============= =============== ============= See notes to interim unaudited consolidated financial statements. 4 DOLLAR FINANCIAL CORP. INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (In thousands, except share data) Common Stock Accumulated Total Outstanding Additional Other Management Shareholders' -------------------- Paid-in (Accumulated Comprehensive Treasury Equity (Deficit) Shares Amount Capital Deficit) (Loss) Income Stock Loan Equity ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- Balance, June 30, 2003........ 10,965,779 $ 11 $ 61,470 $ (92,883) $ 7,697 $ (956) $ (4,309) $ (28,970) ===================================================================================================== Comprehensive income Foreign currency translation 6,116 6,116 Net loss................. (28,033) (28,033) --------- Total comprehensive loss...... (21,917) ----------------------------------------------------------------------------------------------------- Balance, June 30, 2004........ 10,965,779 11 61,470 (120,916) 13,813 (956) (4,309) (50,887) ===================================================================================================== Comprehensive income Foreign currency translation 12,573 12,573 Cash flow hedges............ (159) (159) Net loss ................. (3,437) (3,437) --------- Total comprehensive income.... 8,977 Initial public stock offering. 7,378,125 7 107,086 107,093 Repayment of notes receivable from officers.............. (416,287) (6,661) 4,309 (2,352) Accrued interest on notes receivable from officers... (2,464) (2,464) We The People acquisition..... 141,935 (271) 2,271 2,000 ----------------------------------------------------------------------------------------------------- Balance, March 31, 2005....... 18,069,552 $ 18 $ 165,821 $ (124,353) $ 26,227 $ (5,346) $ - $ 62,367 ===================================================================================================== 5 DOLLAR FINANCIAL CORP. INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Nine Months Ended March 31, ---------------------------------- 2004 2005 ------------- ----------- Cash flows from operating activities: Net loss ....................................................................... $ (25,971) $ (3,437) Adjustments to reconcile net loss to net cash provided by operating activities: Accretion of interest expense from 13.0% Senior Discount Notes.............. 5,827 - Depreciation and amortization............................................... 8,657 9,380 Loss on extinguishment of debt.............................................. 8,855 5,114 Losses (gains) on store closings and sales.................................. 278 (54) Foreign currency (gain) loss on revaluation of subordinated borrowings............................................................. (899) 183 Deferred tax provision (benefit)............................................ 15,610 (132) Change in assets and liabilities (net of effect of acquisitions): Increase in loans and other receivables................................ (5,172) (5,312) (Increase) decrease in income taxes receivable......................... (4,134) 1,254 Increase in prepaid expenses and other................................. (316) (2,135) Increase in accounts payable, income taxes payable, accrued expense and other liabilities and accrued interest payable........... 14,437 13,281 ------------- ----------- Net cash provided by operating activities....................................... 17,172 18,142 Cash flows from investing activities: Acquisitions, net of cash acquired.......................................... - (25,358) Gross proceeds from sale of fixed assets.................................... 41 - Additions to property and equipment......................................... (5,080) (9,324) ------------- ----------- Net cash used in investing activities........................................... (5,039) (34,682) Cash flows from financing activities: Proceeds from initial public offering of common stock, net.................. - 109,786 Redemption of 16.0% Senior Notes due 2012................................... - (50,416) Redemption of 13.95% Senior Subordinated Notes due 2012..................... - (44,661) Redemption of 10.875% Senior Subordinated Notes due 2006 ................... (20,734) - Redemption of 13.0% Senior Discount Notes due 2006 ......................... (22,962) - Other debt borrowings (payments)............................................ 109 (93) Issuance of 9.75% Senior Notes due 2011..................................... 220,000 - Redemption of 10.875% Senior Notes due 2006 ................................ (111,170) - Net (decrease) increase in revolving credit facilities...................... (61,699) 11,000 Payment of costs for initial public offering of common stock................ (32) (1,309) Payment of debt issuance costs.............................................. (10,445) (167) ------------- ----------- Net cash (used in) provided by financing activities............................. (6,933) 24,140 Effect of exchange rate changes on cash and cash equivalents.................... 2,892 3,923 ------------- ----------- Net increase in cash and cash equivalents....................................... 8,092 11,523 Cash and cash equivalents at beginning of period................................ 71,809 69,270 ------------- ----------- Cash and cash equivalents at end of period...................................... $ 79,901 $ 80,793 ============= =========== See notes to interim unaudited consolidated financial statements. 6 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim consolidated financial statements are of Dollar Financial Corp., and its wholly owned subsidiaries (collectively the "Company"). The Company is the parent company of Dollar Financial Group, Inc. ("OPCO") and its wholly owned subsidiaries. The activities of the Company consist primarily of its investment in OPCO. The Company's unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements and should be read in conjunction with the Company's audited consolidated financial statements in its annual report on Form 10-K (File No. 333-111473-02) for the fiscal year ended June 30, 2004 filed with the Securities and Exchange Commission. In the opinion of management, all adjustments, (consisting of normal recurring adjustments), considered necessary for a fair presentation have been included. Operating results of interim periods are not necessarily indicative of the results that may be expected for a full fiscal year. Effective January 27, 2005, the Company executed an Amended and Restated Certificate of Incorporation, which increased the authorized common stock to 55,500,000 shares and also authorized 10,000,000 shares of par value $0.001 preferred stock. The Company also took the following actions: o Converted the par value of its common stock from $1 per common share to $0.001 per common share; o Declared a 555-to-1 stock split of the common stock; o Authorized the adoption of the 2005 Stock Incentive Plan to selected employees, directors and consultants which provides for issuance of up to 1,718,695 shares of common stock or options to purchase shares of common stock; o Authorized the redemption of its 16.0% Senior Notes; o Authorized the redemption of its 13.95% Senior Subordinated Notes; and o Authorized $2.5 million to pay a fee to terminate a management services agreement among the Company, OPCO and Leo nard Green & Partners, L.P. All common stock and per share amounts have been restated to reflect the effect of the stock split. On January 28, 2005, the Company announced the pricing of the initial public offering of 7,500,000 shares of its common stock at $16.00 per share. The Company has sold 7,378,125 shares of common stock and a selling stockholder has sold 121,875 shares of common stock. The Company did not receive any proceeds from the sale of its shares by the selling stockholder. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to current period presentation. 7 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Operations The Company was organized in 1990 under the laws of the State of Delaware. The activities of the Company consist primarily of its investment in OPCO. Dollar Financial Corp. has no employees or operating activities as of March 31, 2005. The Company, through its subsidiaries, provides retail financial services to the general public through a network of 1,172 locations (of which 700 are company-operated) operating as Money Mart(R), The Money Shop, Loan Mart(R) and Insta-Cheques in 16 states, the District of Columbia, Canada and the United Kingdom. The services provided at the Company's retail financial services locations include check cashing, short-term consumer loans, sale of money orders, money transfer services and various other related services. Also, Money Mart Express(R) services and originates short-term consumer loans through 192 independent document transmitters in 11 states. In addition, the Company's newly acquired business, We The People USA, Inc. offers retail-based legal document preparation services through a network of 170 franchised locations in 32 states. Earnings Per Share Disclosures Basic earnings per share are computed by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per share are computed by dividing net income by the weighted average number of common shares outstanding, after adjusting for the dilutive effect of stock options. The following table presents the reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share (in thousands): Three Months Ended Nine Months Ended March 31, March 31, ---------------------------- ----------------------------- 2004 2005 2004 2005 ------------ ------------ ------------- ------------ Net income (loss) $ 1,603 $ (4,479) $ (25,971) $ (3,437) Reconciliation of denominator: Weighted average number of common shares outstanding - basic 10,966 15,936 10,966 12,570 Effect of dilutive stock options (1) 402 - - - ------------ ------------ ------------- ------------ Weighted average number of common shares outstanding - diluted 11,368 15,936 10,966 12,570 (1) The effect of dilutive stock options was determined under the treasury stock method. Due to the net loss during the nine months ended March 31, 2004 and the three and nine months ended March 31, 2005, the effect of the dilutive options were considered to be antidilutive, and therefore were not included in the calculation of diluted earnings per share. Stock Based Employee Compensation At March 31, 2005, the Company offered stock option plans, under which shares of common stock may be awarded to employees or consultants of OPCO. The Company has elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related interpretations in accounting for its employee stock options. Under APB 25, because the exercise price of the Company's employee stock options equals the estimated market price of the underlying stock on the grant date, no compensation expense is recognized. 8 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) The following table reconciles the required disclosure under SFAS No. 148, which summarizes the amount of stock-based compensation expense, net of related tax effects, which would be included in the determination of net income if the expense recognition provisions of SFAS No. 123 had been applied to all stock option awards in periods presented (in thousands, except per share data): Three Months Ended Nine Months Ended March 31, March 31, ---------------------------- ---------------------------- 2004 2005 2004 2005 ------------ ------------ ------------ ------------ Net income (loss)--as reported $ 1,603 $ (4,479) $ (25,971) $ (3,437) Total stock-option expense determined under the fair value based method, net of related tax benefits 144 809 206 1,059 ------------ ------------ ------------ ------------ Net income (loss)--pro forma $ 1,459 $ (5,288) $ (26,177) $ (4,496) ============ ============ ============ ============ Net income (loss) per common share--basic--as reported $ 0.15 $ (0.28) $ (2.37) $ (0.27) Net income (loss) per common share--basic--pro forma $ 0.13 $ (0.33) $ (2.39) $ (0.36) Net income (loss) per common share--diluted--as reported $ 0.14 $ (0.28) $ (2.37) $ (0.27) Net income (loss) per common share--diluted--pro forma $ 0.13 $ (0.33) $ (2.39) $ (0.36) In determining the pro forma stock compensation expense, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants in fiscal 2001 and fiscal 2004: expected volatility of 46% and 46%, respectively; expected lives of 6.0 years and 6.0 years, respectively; risk-free interest rate of 5.02% and 4.35%, respectively; fair value at date of grant of $6.68 per share and $5.05 per share, respectively; and no expected dividends. 2. SUBSIDIARY GUARANTOR UNAUDITED FINANCIAL INFORMATION OPCO's payment obligations under its 9.75% Senior Notes due 2011 are jointly and severally guaranteed (such guarantees, the "Guarantees") on a full and unconditional basis by the Company and by OPCO's existing and future domestic subsidiaries (the "Guarantors"). Guarantees of the notes by Guarantors directly owning, now or in the future, capital stock of foreign subsidiaries will be secured by second priority liens on 65% of the capital stock of such foreign subsidiaries. In the event OPCO directly owns a foreign subsidiary in the future, the notes will be secured by a second priority lien on 65% of the capital stock of any such foreign subsidiary (such capital stock of foreign subsidiaries referenced in this paragraph collectively, the "Collateral"). The non-guarantors consist of OPCO's foreign subsidiaries ("Non-guarantors"). The Guarantees of the notes: o rank equal in right of payment with all existing and future unsubordinated indebtedness of the Guarantors; o rank senior in right of payment to all existing and future subordinated indebtedness of the Guarantors; and o are effectively junior to any indebtedness of OPCO, including indebtedness under OPCO's senior secured reducing revolving credit facility, that is either (1) secured by a lien on the Collateral that is senior or prior to the second priority liens securing the Guarantees of the notes or (2) secured by assets that are not part of the Collateral to the extent of the value of the assets securing such indebtedness. Separate financial statements of each Guarantor that is a subsidiary of OPCO have not been presented because management has determined that they would not be material to investors. The accompanying tables set forth the condensed consolidating balance sheets at March 31, 2005 and June 30, 2004, and the condensed consolidating statements of operations and cash flows for the nine month periods ended March 31, 2005 and 2004 of the Company, OPCO and the combined Guarantor subsidiaries, the combined non-Guarantor subsidiaries and the consolidated Company. 9 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) CONSOLIDATING BALANCE SHEETS March 31, 2005 (In thousands) Dollar Financial Group, Inc. Subsidiary Dollar and Subsidiary Non- Financial Corp. Guarantors Guarantors Eliminations Consolidated ------------------------------------------------------------------------------- Assets Cash and cash equivalents.......................... $ 4 $ 30,670 $ 50,119 $ - $ 80,793 Loans receivable................................... - 4,615 33,898 - 38,513 Less: Allowance for loan losses................... - (189) (2,889) - (3,078) ------------------------------------------------------------------------------- Loans receivables, net............................. - 4,426 31,009 - 35,435 Other consumer lending receivables................. - 8,353 - - 8,353 Other receivables.................................. 276 1,482 4,989 (255) 6,492 Income taxes receivable............................ - - 4,921 (50) 4,871 Prepaid expenses................................... - 3,764 3,157 - 6,921 Deferred tax asset................................. - - 174 - 174 Due from affiliates................................ - 51,806 - (51,806) - Due from parent.................................... - 2,261 - (2,261) - Property and equipment, net........................ - 9,662 21,810 - 31,472 Goodwill and other intangibles, net................ - 83,282 101,912 - 185,194 Debt issuance costs, net........................... - 10,003 - - 10,003 Investment in subsidiaries......................... 62,400 313,046 9,712 (385,158) - Other assets....................................... 9 838 1,575 - 2,422 ------------------------------------------------------------------------------- $ 62,689 $ 519,593 $ 229,378 $ (439,530) $ 372,130 =============================================================================== Liabilities and shareholders' equity Accounts payable................................... $ - $ 9,331 $ 11,535 $ - 20,866 Foreign income taxes payable....................... - - 5,489 - 5,489 Income taxes payable............................... - 50 - (50) - Accrued expenses and other liabilities............. 61 9,795 11,948 - 21,804 Accrued interest payable........................... - 8,823 964 (255) 9,532 Due to affiliates.................................. 261 - 53,806 (54,067) - Revolving credit facilities........................ - 11,000 - - 11,000 9.75% Senior Notes due 2011........................ - 241,056 - - 241,056 Other long-term debt............................... - 16 - - 16 ------------------------------------------------------------------------------- 322 280,071 83,742 (54,372) 309,763 ------------------------------------------------------------------------------- Shareholders' equity: Common stock.................................... 18 - - - 18 Additional paid-in capital...................... 154,724 104,926 30,311 (124,140) 165,821 (Accumulated deficit) retained earnings......... (113,256) 101,253 97,415 (209,765) (124,353) Accumulated other comprehensive income.......... 26,227 33,343 17,910 (51,253) 26,227 Treasury stock.................................. (5,346) - - - (5,346) ------------------------------------------------------------------------------- Total shareholders' equity......................... 62,367 239,522 145,636 (385,158) 62,367 ------------------------------------------------------------------------------- $ 62,689 $ 519,593 $ 229,378 $ (439,530) $ 372,130 =============================================================================== 10 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) CONSOLIDATING BALANCE SHEETS June 30, 2004 (In thousands) Dollar Financial Group, Inc. Subsidiary Dollar and Subsidiary Non- Financial Corp. Guarantors Guarantors Eliminations Consolidated ------------------------------------------------------------------------------- Assets Cash and cash equivalents.......................... $ 4 $ 27,124 $ 42,142 $ - $ 69,270 Loans receivable .................................. - 4,838 28,064 - 32,902 Less: Allowance for loan losses.................... - (694) (1,621) - (2,315) ------------------------------------------------------------------------------- Loans receivable, net.............................. - 4,144 26,443 - 30,587 Other consumer lending receivables................. - 7,404 - - 7,404 Other receivables.................................. - 1,980 2,360 (284) 4,056 Income taxes receivable............................ - 8 6,117 - 6,125 Prepaid expenses................................... - 1,772 2,608 - 4,380 Notes and interest receivable--officers............ 1,431 3,354 - - 4,785 Due from affiliates................................ - 63,791 - (63,791) - Due from parent.................................... 5,682 - (5,682) - Property and equipment, net........................ 10,957 17,008 - 27,965 Goodwill and other intangibles, net................ - 56,514 92,604 - 149,118 Debt issuance costs, net........................... 268 11,160 - - 11,428 Investment in subsidiaries......................... 38,017 255,084 6,705 (299,806) - Other assets....................................... 1,392 451 2,376 - 4,219 ------------------------------------------------------------------------------- $ 41,112 $ 449,425 $ 198,363 $ (369,563) $ 319,337 =============================================================================== Liabilities and shareholders' (deficit) equity Accounts payable................................... $ - $ 6,466 $ 9,397 $ - $ 15,863 Foreign income taxes payable....................... - - 5,979 - 5,979 Accrued expenses and other liabilities............. 946 7,058 9,850 - 17,854 Accrued interest payable........................... 1,649 2,974 1,186 (284) 5,525 Due to affiliates.................................. 5,682 - 63,791 (69,473) - 9.75 % Senior Notes due 2011....................... - 241,176 - - 241,176 16.0% Senior Notes due 2012........................ 42,070 - - - 42,070 13.95% Senior Subordinated Notes due 2012.......... 41,652 - - - 41,652 Subordinated notes payable and other............... - 93 12 - 105 ------------------------------------------------------------------------------- 91,999 257,767 90,215 (69,757) 370,224 ------------------------------------------------------------------------------- Shareholders' (deficit) equity: Common stock.................................... 11 - - - 11 Additional paid-in capital...................... 50,373 104,926 27,304 (121,133) 61,470 (Accumulated deficit) retained earnings......... (109,819) 81,996 71,767 (164,860) (120,916) Accumulated other comprehensive income.......... 13,813 4,736 9,077 (13,813) 13,813 Treasury stock.................................. (956) - - - (956) Management equity loan.......................... (4,309) - - - (4,309) ------------------------------------------------------------------------------- Total shareholders' (deficit) equity............... (50,887) 191,658 108,148 (299,806) (50,887) ------------------------------------------------------------------------------- $ 41,112 $ 449,425 $ 198,363 $ (369,563) $ 319,337 =============================================================================== 11 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) CONSOLIDATING STATEMENTS OF OPERATIONS Nine Months Ended March 31, 2005 (In thousands) Dollar Financial Dollar Group, Inc. Subsidiary Financial and Subsidiary Non- Corp. Guarantors Guarantors Eliminations Consolidated ---------------------------------------------------------------------------------- Revenues: Check cashing............................... $ - $ 35,262 $ 60,541 $ - $ 95,803 Consumer lending: Fees from consumer lending................ - 59,339 54,631 - 113,970 Provision for loan losses and adjustment to servicing revenue.................... - (13,399) (9,118) - (22,517) ---------------------------------------------------------------------------------- Consumer lending, net....................... - 45,940 45,513 - 91,453 Money transfer fees......................... - 3,202 7,713 - 10,915 Other....................................... - 3,329 13,492 - 16,821 ---------------------------------------------------------------------------------- Total revenues................................. - 87,733 127,259 - 214,992 ---------------------------------------------------------------------------------- Store and regional expenses: Salaries and benefits....................... - 32,662 30,757 - 63,419 Occupancy................................... - 8,407 8,407 - 16,814 Depreciation................................ - 2,756 2,570 - 5,326 Returned checks, net and cash shortages..... - 3,528 4,388 - 7,916 Telephone and communications................ - 2,900 1,568 - 4,468 Advertising................................. - 3,172 3,906 - 7,078 Bank charges................................ - 1,453 1,481 - 2,934 Armored carrier expenses.................... - 1,098 1,551 - 2,649 Other....................................... - 10,103 10,680 - 20,783 ---------------------------------------------------------------------------------- Total store and regional expenses.............. - 66,079 65,308 - 131,387 ---------------------------------------------------------------------------------- Store and regional margin...................... - 21,654 61,951 - 83,605 ---------------------------------------------------------------------------------- Corporate and other expenses: Corporate expenses........................... - 14,787 16,699 - 31,486 Management fee............................... 636 (934) 934 - 636 Other depreciation and amortization.......... - 1,719 1,189 - 2,908 Interest expense, net........................ 7,642 16,615 2,980 - 27,237 Loss on extinguishment of debt............... 8,097 - - - 8,097 Termination of management services agreement. 2,500 - - - 2,500 Other........................................ 141 (128) 120 - 133 Equity in subsidiary........................... (15,579) - - 15,579 - ---------------------------------------------------------------------------------- (Loss) income before income taxes.............. (3,437) (10,405) 40,029 (15,579) 10,608 Income tax (benefit) provision................ - (336) 14,381 - 14,045 ---------------------------------------------------------------------------------- Net (loss) income.............................. $ (3,437) $ (10,069) $ 25,648 $ (15,579) $ (3,437) ================================================================================== 12 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) CONSOLIDATING STATEMENTS OF OPERATIONS Nine Months Ended March 31, 2004 (In thousands) Dollar Financial Dollar Group, Inc. Subsidiary Financial and Subsidiary Non- Corp. Guarantors Guarantors Eliminations Consolidated ---------------------------------------------------------------------------------- Revenues: Check cashing............................... $ - $ 36,633 $ 51,306 $ - $ 87,939 Consumer lending: Fees from consumer lending................ - 53,701 36,429 - 90,130 Provision for loan losses and adjustment to servicing revenue.................... - (12,889) (5,010) - (17,899) ---------------------------------------------------------------------------------- Consumer lending, net....................... - 40,812 31,419 - 72,231 Money transfer fees......................... - 3,360 6,214 - 9,574 Other....................................... - 2,852 10,513 - 13,365 ---------------------------------------------------------------------------------- Total revenues................................. - 83,657 99,452 - 183,109 ---------------------------------------------------------------------------------- Store and regional expenses: Salaries and benefits....................... - 31,320 25,561 - 56,881 Occupancy................................... - 8,280 6,488 - 14,768 Depreciation................................ - 2,382 2,089 - 4,471 Returned checks, net and cash shortages..... - 3,319 3,617 - 6,936 Telephone and telecommunication............. - 2,876 1,453 - 4,329 Advertising................................. - 2,795 2,483 - 5,278 Bank charges................................ - 1,590 1,188 - 2,778 Armored carrier services.................... - 1,018 1,248 - 2,266 Other....................................... - 9,555 8,790 - 18,345 ---------------------------------------------------------------------------------- Total store and regional expenses.............. - 63,135 52,917 - 116,052 ---------------------------------------------------------------------------------- Store and regional margin...................... - 20,522 46,535 - 67,057 ---------------------------------------------------------------------------------- Corporate and other expenses: Corporate expenses.......................... - 11,143 11,584 - 22,727 Management fees............................. 786 (1,739) 1,739 - 786 Other depreciation and amortization......... - 1,625 1,047 - 2,672 Interest expense, net ...................... 11,413 13,305 4,867 - 29,585 Loss on extinguishment of debt.............. 1,646 7,209 - - 8,855 Other....................................... - 241 37 - 278 Equity in subsidiary........................... (1,063) - - 1,063 - ---------------------------------------------------------------------------------- (Loss) income before income taxes ............. (12,782) (11,262) 27,261 (1,063) 2,154 Income tax provision........................... 13,189 4,675 10,261 - 28,125 ---------------------------------------------------------------------------------- Net (loss) income.............................. $ (25,971) $ (15,937) $ 17,000 $ (1,063) $ (25,971) ================================================================================== 13 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) CONSOLIDATING STATEMENTS OF CASH FLOWS Nine Months Ended March 31, 2005 (In thousands) Dollar Financial Dollar Group, Inc. Subsidiary Financial and Subsidiary Non- Corp. Guarantors Guarantors Eliminations Consolidated -------------------------------------------------------------------------- Cash flows from operating activities: Net (loss) income......................................... $ (3,437) $ (10,069) $ 25,648 $ (15,579) $ (3,437) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Undistributed income of subsidiaries................... (15,579) - - 15,579 - Depreciation and amortization.......................... 19 5,600 3,761 - 9,380 Loss on extinguishment of debt......................... 5,114 - - - 5,114 (Gains) losses on store closings and sales............. - (175) 121 - (54) Foreign currency loss on revaluation of subordinated borrowings.............................. - 183 - - 183 Deferred tax benefit................................... - - (132) - (132) Changes in assets and liabilities (net of effect of acquisitions): (Increase) decrease in loans and other receivables...................................... (3,662) 3,654 (5,275) (29) (5,312) Decrease in income taxes receivable................ - 40,858 1,196 (40,800) 1,254 Decrease (increase) in prepaid expenses and other.. - (2,605) 470 - (2,135) Increase (decrease) in accounts payable, income taxes payable, accrued expenses and other liabilities and accrued interest payable ........ 3,959 (33,388) 1,881 40,829 13,281 -------------------------------------------------------------------------- Net cash (used in) provided by operating activities....... (13,586) 4,058 27,670 - 18,142 Cash flows from investing activities: Acquisitions, net of cash acquired........................ - (21,633) (3,725) - (25,358) Additions to property and equipment....................... - (2,832) (6,492) - (9,324) Net decrease in due from affiliates....................... - 57,773 - (57,773) - -------------------------------------------------------------------------- Net cash provided by (used in) investing activities....... - 33,308 (10,217) (57,773) (34,682) Cash flows from financing activities: Proceeds from initial public offering of common stock, net 109,786 - - - 109,786 Redemption of 16% Senior Notes due 2012................... (50,416) - - - (50,416) Redemption of 13.95% Senior Subordinated Notes due 2012... (44,661) - - - (44,661) Other debt payments....................................... - (77) (16) - (93) Net increase in revolving credit facilities............... - 11,000 - - 11,000 Payment of costs of initial public stock offering......... (1,309) - - - (1,309) Payment of debt issuance costs............................ (3) (164) - - (167) Net increase (decrease) in due to affiliates and due from parent............................................ (3,421) (40,969) (13,383) 57,773 - Dividend paid to parent................................... 3,610 (3,610) - - - -------------------------------------------------------------------------- Net cash provided by (used in) financing activities....... 13,586 (33,820) (13,399) 57,773 24,140 Effect of exchange rate changes on cash and cash equivalents............................................ - - 3,923 - 3,923 -------------------------------------------------------------------------- Net increase in cash and cash equivalents................. - 3,546 7,977 - 11,523 Cash and cash equivalents at beginning of period.......... 4 27,124 42,142 - 69,270 -------------------------------------------------------------------------- Cash and cash equivalents at end of period................ $ 4 $ 30,670 $ 50,119 $ - $ 80,793 ========================================================================== 14 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) CONSOLIDATING STATEMENTS OF CASH FLOWS Nine Months Ended March 31, 2004 (In thousands) Dollar Financial Dollar Group, Inc. Subsidiary Financial and Subsidiary Non- Corp. Guarantors Guarantors Eliminations Consolidated -------------------------------------------------------------------------- Cash flows from operating activities: Net (loss) income ........................................ $ (25,971) $ (15,937) $ 17,000 $ (1,063) $ (25,971) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Undistributed income of subsidiaries................... (1,063) - - 1,063 - Accretion of interest expense from 13.0% Senior Discount Notes....................................... 5,827 - - - 5,827 Depreciation and amortization.......................... 134 5,155 3,368 - 8,657 Loss on extinguishment of debt ........................ 1,646 7,209 - - 8,855 Losses on store closings and sales .................... - 241 37 - 278 Foreign currency gain on revaluation of subordinated borrowings.............................. - - (899) - (899) Deferred tax provision................................. 14,769 841 - - 15,610 Change in assets and liabilities (net of effect of acquisitions): Increase in loans and other receivables........... (194) (431) (4,531) (16) (5,172) Decrease (increase) in income taxes receivable..... 268 (11,677) (5,924) 13,199 (4,134) Decrease (increase) in prepaid expenses and other.. 34 (868) 518 - (316) Increase in accounts payable, income taxes payable, accrued expenses and other liabilities and accrued interest payable......................... 5,799 18,026 3,795 (13,183) 14,437 -------------------------------------------------------------------------- Net cash provided by operating activities................. 1,249 2,559 13,364 - 17,172 Cash flows from investing activities: Gross proceeds from sale of fixed assets.................. - - 41 - 41 Additions to property and equipment....................... - (1,326) (3,754) - (5,080) Net increase in due from affiliates....................... - (22,383) - 22,383 - -------------------------------------------------------------------------- Net cash used in investing activities..................... - (23,709) (3,713) 22,383 (5,039) Cash flows from financing activities: Redemption of 10.875% Senior Subordinated notes due 2006.. - (20,734) - - (20,734) Redemption of 13.0% Senior Discount Notes due 2006........ (22,962) - - - (22,962) Other debt borrowings (payments).......................... - 128 (19) - 109 Issuance of 9.75% Senior Notes due 2011................... - 220,000 - - 220,000 Redemption of 10.875% Senior Notes due 2006............... - (111,170) - - (111,170) Net decrease in revolving credit facilities............... - (60,764) (935) - (61,699) Payment of debt issuance costs............................ (289) (10,156) - - (10,445) Payment of costs for initial public offering of stock..... (32) - - - (32) Net increase (decrease) in due to affiliates and due 22,034 11,062 (10,713) (22,383) - from parent............................................ -------------------------------------------------------------------------- Net cash (used in) provided by financing activities............................................. (1,249) 28,366 (11,667) (22,383) (6,933) Effect of exchange rate changes on cash and cash equivalents....................................... - - 2,892 - 2,892 -------------------------------------------------------------------------- Net increase in cash and cash equivalents................. - 7,216 876 - 8,092 Cash and cash equivalents at beginning of period.......... 4 34,194 37,611 - 71,809 -------------------------------------------------------------------------- Cash and cash equivalents at end of period................ $ 4 $ 41,410 $ 38,487 $ - $ 79,901 ========================================================================== 15 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) 3. GOODWILL AND OTHER INTANGIBLES In accordance with the adoption provisions of SFAS No. 142, the Company is required to perform goodwill impairment tests on at least an annual basis. The Company performs its annual impairment test as of June 30. There can be no assurance that future goodwill impairment tests will not result in a charge to earnings. The Company has a covenant not to compete and during the three months ended March 31, 2005, paid $1.1 million in additional consideration related to franchise agreements, which are deemed to have a definite life and will continue to be amortized over the estimated useful lives of the agreements. This identifiable intangible asset has been included as other intangibles on the Consolidated Balance Sheet. Amortization for these intangibles for the three and nine months ended March 31, 2005 was $44,400 and $60,900, respectively. The amortization expense for the franchise agreements and the covenants not to compete will be as follows: Amount Year (in thousands) ------------------- --------------------- 2005 $ 89.4 2006 114.7 2007 114.7 2008 114.7 2009 114.7 Thereafter 659.5 --------------------- 1,207.7 ===================== The changes in the carrying amount of goodwill and other intangibles by reportable segment for the fiscal year ended June 30, 2004 and the nine months ended March 31, 2005 are as follows (in thousands): United United States Canada Kingdom Total ------------------------------------------------------------- Balance at June 30, 2003 $ 56,609 $ 38,394 $ 48,413 $ 143,416 Amortization of other intangibles........... (95) - - (95) Acquisition................................. - - 550 550 Foreign currency translation adjustments.... - 427 4,820 5,247 ------------------------------------------------------------- Balance at June 30, 2004 56,514 38,821 53,783 149,118 Amortization of other intangibles........... (61) - - (61) Acquisitions................................ 26,829 - 3,241 30,070 Foreign currency translation adjustments.... - 3,913 2,154 6,067 ------------------------------------------------------------- Balance at March 31, 2005 $ 83,282 $ 42,734 $ 59,178 $ 185,194 ============================================================= The following table reflects the components of intangible assets (in thousands): June 30, 2004 March 31, 2005 ----------------------------------------- ---------------------------------------- Gross Carrying Accumulated Gross Carrying Accumulated Amount Amortization Amount Amortization ------------------- ---------------- ------------------- ---------------- Non-amortized intangible assets: Cost in excess of net assets acquired $ 169,115 $ 20,016 $ 205,069 $ 21,022 Amortized intangible assets: Covenants not to compete 2,452 2,433 2,523 2,523 Franchise agreements - - 1,147 - ------------------- ---------------- ------------------- ---------------- 2,452 2,433 3,670 2,523 16 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) 4. COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) is the change in equity from transactions and other events and circumstances from non-owner sources, which includes foreign currency translation and fair value adjustments for cash flow hedges. The following shows the comprehensive (loss) income for the periods stated (in thousands): Three Months Ended Nine Months Ended March 31, March 31, ---------------------------------- ---------------------------------- 2004 2005 2004 2005 -------------- ---------------- ------------- ------------- Net income (loss) $ 1,603 $ (4,479) $ (25,971) $ (3,437) Foreign currency translation adjustment 1,017 (2,271) 9,184 12,573 Fair value adjustments for cash flow hedges - 161 - (159) -------------- ---------------- ------------- ------------- Total comprehensive income (loss) $ 2,620 $ (6,589) $ (16,787) $ 8,977 ============== ================ ============= ============= 5. LOSS ON EXTINGUISHMENT OF DEBT On November 13, 2003, OPCO issued $220.0 million principal amount of 9.75% Senior Notes due 2011. The proceeds from this offering were used to redeem all of its outstanding senior notes and its outstanding senior subordinated notes, to refinance OPCO's credit facility, to distribute a portion of the proceeds to the Company to redeem an equal amount of the Company's senior discount notes and to pay fees and expenses with respect to these transactions and a related note exchange transaction involving the Company's senior discount notes. On January 7, 2005, OPCO distributed $3.6 million to the Company to redeem approximately $1.7 million aggregate principal amount of its 16.0% senior notes due 2012 and approximately $1.7 million aggregate principal amount of its 13.95% senior subordinated notes due 2012. On January 28, 2005, the Company announced the pricing of the initial public offering of 7,500,000 shares of its common stock at $16.00 per share. The Company agreed to sell 7,378,125 shares of common stock and a selling stockholder agreed to sell 121,875 shares of common stock. The net proceeds from this offering was used to redeem all of the Company's outstanding 16.0% senior notes due 2012 and 13.95% senior subordinated notes due 2012 and to pay fees and expenses with respect to these transactions and for general corporate purposes. The loss incurred on the extinguishment of debt was as follows ($ in millions): Three Months Ended Nine Months Ended March 31, March 31, 2004 2005 2004 2005 ------------------------------------------------------------ Call Premium: Dollar Financial Group, Inc. 10.875% Senior Notes $ - $ - $ 2.0 $ - Dollar Financial Group, Inc. 10.875% Senior Subordinated Notes - - 0.7 - Dollar Financial Corp. 16.0% Senior Notes - 4.9 - 4.9 Write-off of original issue discount, net: Dollar Financial Corp. 16.0% Senior Notes - 1.5 - 1.5 Dollar Financial Corp. 13.95% Senior Subordinated Notes - 1.5 - 1.5 Write-off previously capitalized deferred issuance costs, net - 0.2 6.1 0.2 ----------- ----------- ------------ ------------- $ - $ 8.1 $ 8.8 $ 8.1 =========== =========== ============ ============= 17 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) 6. GEOGRAPHIC SEGMENT INFORMATION All operations for which geographic data is presented below are in one principal industry (check cashing, consumer lending and ancillary services) (in thousands): As of and for the three months United United ended March 31, 2004 States Canada Kingdom Total -------------------------------------------------------------- Identifiable assets $ 140,862 $ 93,426 $ 90,697 $ 324,985 Goodwill and other intangibles, net 56,522 39,711 53,825 150,058 Sales to unaffiliated customers: Check cashing 13,823 8,914 7,661 30,398 Consumer lending: Fees from consumer lending 16,981 7,895 5,047 29,923 Provision for loan losses and adjustment to servicing revenue (2,126) (395) (956) (3,477) -------------------------------------------------------------- Consumer lending, net 14,855 7,500 4,091 26,446 Money transfer fees 1,146 1,414 685 3,245 Other 1,072 3,649 547 5,268 -------------------------------------------------------------- Total sales to unaffiliated customers 30,896 21,477 12,984 65,357 Interest expense, net 8,424 445 1,282 10,151 Depreciation and amortization 1,306 463 564 2,333 (Loss) income before income taxes (2,372) 7,117 2,647 7,392 Income tax provision 3,390 1,811 588 5,789 United United For the nine months ended March 31, 2004 States Canada Kingdom Total -------------------------------------------------------------- Sales to unaffiliated customers: Check cashing $ 36,633 $ 28,725 $ 22,581 $ 87,939 Consumer lending: Fees from consumer lending 53,701 22,576 13,853 90,130 Provision for loan losses and adjustment to servicing revenue (12,889) (2,286) (2,724) (17,899) -------------------------------------------------------------- Consumer lending, net 40,812 20,290 11,129 72,231 Money transfer fees 3,360 4,280 1,934 9,574 Other 2,852 8,736 1,777 13,365 -------------------------------------------------------------- Total sales to unaffiliated customers 83,657 62,031 37,421 183,109 Interest expense, net 24,718 1,534 3,333 29,585 Depreciation and amortization 4,007 1,556 1,580 7,143 (Loss) income before income taxes (25,107) 18,992 8,269 2,154 Income tax provision 17,864 7,222 3,039 28,125 18 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) 6. GEOGRAPHIC SEGMENT INFORMATION (continued) As of and for the three months United United ended March 31, 2005 States Canada Kingdom Total -------------------------------------------------------------- Identifiable assets $ 152,465 $ 107,917 $ 111,748 $ 372,130 Goodwill and other intangibles, net 83,282 42,734 59,178 185,194 Sales to unaffiliated customers: Check cashing 13,497 10,140 9,071 32,708 Consumer lending: Fees from consumer lending 18,970 11,581 6,674 37,225 Provision for loan losses and adjustment to servicing revenue (2,117) (660) (1,531) (4,308) -------------------------------------------------------------- Consumer lending, net 16,853 10,921 5,143 32,917 Money transfer fees 1,127 1,701 894 3,722 Other 1,796 4,608 698 7,102 -------------------------------------------------------------- Total sales to unaffiliated customers 33,273 27,370 15,806 76,449 Interest expense, net 6,861 135 770 7,766 Depreciation and amortization 1,380 789 410 2,579 (Loss) income before income taxes (11,925) 9,117 3,766 958 Income tax provision 493 3,840 1,104 5,437 United United For the nine months ended March 31, 2005 States Canada Kingdom Total -------------------------------------------------------------- Sales to unaffiliated customers: Check cashing $ 35,262 $ 32,285 $ 28,256 $ 95,803 Consumer lending: Fees from consumer lending 59,339 35,598 19,033 113,970 Provision for loan losses and adjustment to servicing revenue (13,399) (4,530) (4,588) (22,517) -------------------------------------------------------------- Consumer lending, net 45,940 31,068 14,445 91,453 Money transfer fees 3,202 5,058 2,655 10,915 Other 3,329 11,264 2,228 16,821 -------------------------------------------------------------- Total sales to unaffiliated customers 87,733 79,675 47,584 214,992 Interest expense, net 24,257 727 2,253 27,237 Depreciation and amortization 4,475 2,279 1,480 8,234 (Loss) income before income taxes (29,421) 28,361 11,668 10,608 Income tax (benefit) provision (336) 10,929 3,452 14,045 19 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) 7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Operations in the United Kingdom and Canada have exposed the Company to shifts in currency valuations. From time to time, the Company may elect to purchase put options in order to protect earnings in the United Kingdom and Canada against foreign currency fluctuations. Out of the money put options may be purchased because they cost less than completely averting risk, and the maximum downside is limited to the difference between the strike price and exchange rate at the date of purchase and the price of the contracts. At March 31, 2005, the Company held put options with an aggregate notional value of $(CAN) 40.8 million and (pound)(GBP) 8.7 million to protect the currency exposure in Canada and the United Kingdom through December 31, 2005. The Company uses purchased options designated as cash flow hedges to protect against the foreign currency exchange rate risks inherent in its forecasted earnings denominated in currencies other than the U.S. dollar. The Company's cash flow hedges have a duration of less than twelve months. For derivative instruments that are designated and qualify as cash flow hedges, the effective portions of the gain or loss on the derivative instrument are initially recorded in accumulated other comprehensive income as a separate component of shareholders' equity and subsequently reclassified into earnings in the period during which the hedged transaction is recognized in earnings. The ineffective portion of the gain or loss is reported in corporate expenses on the statement of operations. For options designated as hedges, hedge effectiveness is measured by comparing the cumulative change in the hedge contract with the cumulative change in the hedged item, both of which are based on forward rates. As of March 31, 2005 no amounts were excluded from the assessment of hedge effectiveness. There was no ineffectiveness in the Company's cash flow hedges for the three and nine months ended March 31, 2005. As of March 31, 2005, amounts related to derivatives qualifying as cash flow hedges amounted to a reduction of shareholders' equity of $159,000 all of which is expected to be transferred to earnings in the next nine months along with the earnings effects of the related forecasted transactions. The fair market value of the outstanding puts held by the Company at March 31, 2005 was $277,000 and is included in other assets on the balance sheet. Although the Company's revolving credit facility and Canadian overdraft credit facility carry variable rates of interest, most of the Company's average outstanding indebtedness carries a fixed rate of interest. A change in interest rates is not expected to have a material impact on the consolidated financial position, results of operations or cash flows of the Company. 8. CONTINGENT LIABILITIES On August 19, 2003 a former customer in Ontario, Canada, Margaret Smith, commenced an action against the Company and the Company's Canadian subsidiary on behalf of a purported class of Canadian borrowers (except those residing in British Columbia) who, Smith claims, were subjected to usurious charges in payday-loan transactions. The action, which is pending in the Ontario Superior Court of Justice, alleges violations of a Canadian federal law proscribing usury and seeks restitution and damages in an unspecified amount, including punitive damages. On February 1 and 2, 2005, the Company brought a motion to stay the action against it on jurisdictional grounds and the Company's Canadian subsidiary brought a motion to stay the action against it based on its arbitration clause. The judgments on those motions are under review. On October 21, 2003, another former customer, Kenneth D. Mortillaro, commenced a similar action against the Company's Canadian subsidiary but this action has since been stayed because it is a duplicate action. On November 6, 2003, the Company learned of substantially similar claims asserted on behalf of a purported class of Alberta borrowers by Gareth Young, a former customer of the Company's Canadian subsidiary. The Young action is pending in the Court of Queens Bench of Alberta and seeks an unspecified amount of damages and other relief. Like the plaintiff in the MacKinnon action referred to below, Mortillaro, Smith and Young have agreed to arbitrate all disputes with the Company. On January 29, 2003, a former customer, Kurt MacKinnon, commenced an action against the Company's Canadian subsidiary and 26 other Canadian lenders on behalf of a purported class of British Columbia residents who, MacKinnon claims were overcharged in payday-loan transactions. The action, which is pending in the Supreme Court of British Columbia, alleges violations of laws proscribing usury and unconscionable trade practices and seeks restitution and damages, including punitive damages, in an unknown amount. On February 3, 2004, the Company's Canadian subsidiary's motion to stay the action and to compel arbitration of MacKinnon's claims, as required by his agreement with the Company's Canadian subsidiary, was denied; the Company's Canadian subsidiary appealed this ruling. On September 24, 2004, the Court of Appeal for British Columbia reversed the lower court's ruling and remanded the matter to the lower court for further proceedings consistent with the appellate decision. On March 1, 2005, MacKinnon's application for certification of his action was dismissed. MacKinnon has appealed that dismissal and brought a series of motions seeking to have the motions judge reconsider her decision. The Company's Canadian subsidiary is opposing these motions and has renewed its application to stay the action based on its arbitration clause. On April 15, 2005 the solicitor acting for MacKinnon commenced a further identical proposed class action against the Company's Canadian subsidiary on behalf of another former customer, Louise Parsons. The Company's Canadian subsidiary has brought a motion to stay the Parsons action as a duplicate action. The Company believes it has meritorious defenses to each of these actions and intends to defend them vigorously. Similar class actions have been commenced against the Company's Canadian subsidiary in Manitoba, New Brunswick Nova Scotia and Newfoundland. The Company is named as a defendant in the actions commenced in Nova Scotia and Newfoundland but has not been served 20 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) 8. CONTINGENT LIABILITIES (continued) with the statements of claim in these actions to date. The claims in these additional actions are substantially similar to those of the Ontario actions referred to above. The Company is a defendant in four putative class-action lawsuits, all of which were commenced by the same plaintiffs' law firm, alleging violations of California's wage-and-hour laws. The named plaintiffs in these suits, which are pending in the Superior Court of the State of California, are the Company's former employees Vernell Woods (commenced August 22, 2000), Juan Castillo (commenced May 1, 2003), Stanley Chin (commenced May 7, 2003) and Kenneth Williams (commenced June 3, 2003). Each of these suits seeks an unspecified amount of damages and other relief in connection with allegations that the Company misclassified California store (Woods) and regional (Castillo) managers as "exempt" from a state law requiring the payment of overtime compensation, that the Company failed to provide employees with meal and rest breaks required under a new state law (Chin) and that the Company computed bonuses payable to the Company's store managers using an impermissible profit-sharing formula (Williams). In January 2003, without admitting liability, the Company sought to settle the Woods case, which the Company believes to be the most significant of these suits, by offering each individual putative class member an amount intended in good faith to settle his or her claim. These settlement offers have been accepted by 92% of the members of the putative class. The Company recorded a charge of $2.8 million related to this matter during fiscal 2003. Woods' counsel is presently disputing through arbitration the validity of the settlements accepted by the individual putative class members. The Company believes it has meritorious defenses to the challenge and to the claims of the non-settling putative Woods class members and plans to defend them vigorously. The Company believes it has adequately provided for the costs associated with this matter. The Company is vigorously defending the Castillo, Chin and Williams lawsuits and believes it has meritorious defenses to the claims asserted in those matters. In addition to the litigation discussed above, the Company is involved in routine litigation and administrative proceedings arising in the ordinary course of business. The Company does not believe that the outcome of any of the matters referred to in the preceding paragraphs will materially affect its financial condition, results of operations or cash flows in future periods. 9. ACQUISITIONS The following acquisitions have been accounted for under the purchase method of accounting. On January 4, 2005, the Company entered into an agreement to acquire substantially all of the outstanding shares of International Paper Converters Limited, d/b/a Cheque Changer Limited ("IPC"). The aggregate purchase price for this acquisition was $2.7 million and was funded through excess internal cash. The excess of the purchase price over the fair value of identifiable assets acquired was $2.5 million. The 17 company-owned stores and two franchised stores acquired further strengthens the Company's market share by expanding its customer base in the United Kingdom. The company believes that for these reasons, along with the earnings potential for these stores, the allocation of a portion of the purchase price to goodwill is appropriate. On January 31, 2005, the Company entered into an agreement to acquire substantially all of the assets of Alexandria Financial Services, LLC, Alexandria Acquisition, LLC, American Check Cashers of Lafayette, LLC, ACC of Lake Charles, LLC and Southern Financial Services of Louisiana, LLC (collectively, "American"). The aggregate purchase price for this acquisition was $9.9 million in cash. The agreement also includes a maximum revenue-based earn out of up to $2.4 million which is payable on January 31, 2006. The Company's revolving credit facility was used to fund the purchase. The excess of the purchase price over the fair value of identifiable assets acquired was $8.8 million. The 24 stores acquired further strengthens the Company's market share by expanding its customer base in the Louisiana market and for that reason, along with the earnings potential for these stores, the Company believes the allocation of a portion of the purchase price to goodwill is appropriate. On March 7, 2005, the Company entered into an agreement to acquire substantially all of the assets of We The People Forms and Service Centers USA, Inc. ("WTP") relating to WTP's retail-based legal document preparation services business. The aggregate purchase price for this acquisition was $14.0 million, consisting of $10.5 million in cash, $2 million in unregistered shares of the Company's common stock and a $1.5 million escrow amount (25% of which is to be distributed on each of December 31, 2005, March 31, 2006, June 30, 2006 and September 30, 2006) assuming no indemnification claims. In addition, the Company assumed $750,000 in liabilities and assumed approximately $3.3 million in refundable deposits related to certain franchise agreements. The Company allocated a portion of the purchase price to purchased franchise agreements for $1.1 million and other 21 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) 9. ACQUISITIONS (continued) assets for $0.1 million. The agreement also includes a maximum revenue-based earn out of up to $3.0 million which is payable over a two year period. Although the Company completed the acquisition of WTP on March 7, 2005, management is still finalizing the purchase price allocation based on its analysis of the fair value of the assets acquired and liabilities assumed. The Company's revolving credit facility and unregistered shares of the Company's common stock was used to fund the purchase. The excess of the purchase price over the preliminary fair value of identifiable assets acquired was $16.8 million. The Company believes that due to the franchising revenues generated from the network of 170 franchise locations and the potential to sell additional franchises, the preliminary allocation of a portion of the purchase price to goodwill is appropriate. Following is the allocation of the purchase price for the three aforementioned acquisitions (in millions): IPC American WTP ------------ ----------- ----------- Purchase price $2.7 $9.9 $14.0 Net assets acquired: Purchased franchise agreements (1.1) Refundable deposits 3.3 Other (assets) and liabilities (0.2) (1.1) 0.6 ------------ ----------- ----------- Goodwill $2.5 $8.8 $16.8 ============ =========== =========== The following unaudited pro forma information for the three and nine months ended March 31, 2004 and 2005 presents the results of operations as if the acquisitions had occurred as of the beginning of the periods presented. The pro forma operating results include the results of these acquisitions for the indicated periods and reflect the amortization of identifiable intangible assets arising from the acquisitions, increased interest expense on acquisition debt and the income tax impact as of the respective purchase dates of IPC, American and WTP. Pro forma results of operations are not necessarily indicative of the results of operations that would have occurred had the purchase been made on the date above or the results which may occur in the future. Three Months Ended Nine Months Ended March 31, March 31, (Unaudited) (Unaudited) ----------------------------- ------------------------------- 2004 2005 2004 2005 ------------ ------------- -------------- ------------- Revenues $ 69,101 $ 78,149 $ 197,243 $ 222,374 Net income (loss) $ 1,965 $ (4,357) $ (24,276) $ (2,005) Net income (loss) per common share - basic $ 0.18 $ (0.27) $ (2.21) $ (0.16) Net income (loss) per common share - diluted $ 0.17 $ (0.27) $ (2.21) $ (0.16) 10. SUPPLEMENTARY CASH FLOW INFORMATION Non-cash transactions: On November 13, 2003, Dollar Financial Corp. exchanged $49.4 million, or 50% of the accreted value of its 13% Senior Discount Notes for 16.0% Senior Notes due 2012 and $49.4 million, or 50% of the accreted value of its 13% Senior Discount Notes for 13.95% Senior Notes due 2012. On November 15, 2004, Dollar Financial Corp. elected to capitalize $6.5 million of interest on its 16.0% Senior Notes due 2012 and its 13.95% Senior Subordinated Notes due 2012. On February 2, 2005, Dollar Financial Corp. wrote-off $1.5 million of unamortized original issue discount related to the redemption of the 16.0% Senior Notes and $1.5 million of unamortized original issue discount related to the 13.95% Senior Subordinated Notes. Additionally, Dollar Financial Corp. forgave $2.5 million of accrued interest under the management loans and accepted certain of the management individuals' exchange of shares of its common stock held by them in satisfaction of $6.7 million principal amount of such loans. On March 7, 2005, the Company, as part of the consideration for the acquisition of WTP, issued $2.0 million in unregistered shares of its common stock (141,935 shares). 22 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) 11. CAPITAL STOCK Effective January 27, 2005, the Company executed an Amended and Restated Certificate of Incorporation, which increased the authorized common stock to 55,500,000 shares and also authorized 10,000,000 shares of par value $0.001 preferred stock. The Company also took the following actions: o Converted the par value of its common stock from $1 per common share to $0.001 per common share; o Declared a 555-to-1 stock split of the common stock; o Authorized the adoption of the 2005 Stock Incentive Plan to selected employees, directors and consultants which provides for issuance of up to 1,718,695 shares of common stock or options to purchase shares of common stock; o Authorized the redemption of its 16.0% Senior Notes; o Authorized the redemption of its 13.95% Senior Subordinated Notes; and o Authorized $2.5 million to pay a fee to terminate a management services agreement among the Company, OPCO and Leonard Green & Partners, L.P. All common stock and per share amounts have been restated to reflect the effect of the stock split. On January 28, 2005, the Company announced the pricing of the initial public offering of 7,500,000 shares of its common stock at $16.00 per share. The Company has sold 7,378,125 shares of common stock and a selling stockholder has sold 121,875 shares of common stock. The Company did not receive any proceeds from the sale of its shares by the selling stockholder. In connection with the IPO, the selling stockholder participated in the proportionate costs of the underwriter's fee. No other diminimus costs were proportionately shared. On February 2, 2005, the Company received $109.8 million in net proceeds in connection with this offering. The following table summarizes the use of funds: Redeem in full the outstanding principal amount of 16.0% Senior Notes due 2012 at a redemption price of 110.0% of the current accretion amount: Principal........................................................................................ $ 45.3 Accrued interest................................................................................. 1.6 Redemption premium............................................................................... 4.7 --------------- Total cost of redemption of 16.0% Senior Notes due 2012............................................... 51.6 Redeem in full the outstanding principal amount of 13.95% Senior Subordinated Notes due 2012 at a redemption price of 100.0% of the current accretion amount: Principal........................................................................................ 44.5 Accrued interest................................................................................. 1.3 Redemption premium............................................................................... - --------------- Total cost of redemption of 13.95% Senior Subordinated Notes due 2012................................. 45.8 Terminate a management services agreement among the Company, OPCO and Leonard Green & Partners, L.P. prior to the contractual date of termination...................................... 2.5 Pay estimated fees and expenses with respect to the offering and the related transactions............. 2.7 Use the remaining proceeds for working capital and general corporate purposes......................... 7.2 --------------- Total use of net proceeds............................................................................. $ 109.8 =============== 12. Related Party Transactions During fiscal 1999, the Company issued loans to certain members of management. The funds were used to pay personal income tax expense associated with the exercise of certain options and grants of certain stock in connection with the purchase of the Company by Green Equity Investors II, L.P. In conjunction with the Company's initial public offering, the Company forgave accrued interest under the management loans (in the aggregate amount of approximately $2.5 million) and accepted the management individuals exchange of shares of the Company's common stock held by them in full satisfaction of the principal amount of such loans (in the aggregate amount of approximately $6.7 million). For the purposes of the exchange, we valued our common stock at the initial public offering price. 23 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) 12. Related Party Transactions (continued) Under an amended and restated management services agreement among Leonard Green & Partners, L.P., Dollar Financial Group, Inc. and the Company agreed to pay Leonard Green & Partners, L.P. an annual fee equal to $1.0 million for ongoing management, consulting and financial planning services, as well as reimbursement of any out-of-pocket expenses incurred. The agreement was scheduled to terminate on November 13, 2008. However, the parties terminated the agreement in conjunction with the closing of the Company's initial public offering because the Company believes it is appropriate as a public company to minimize related party transactions. In connection with this termination, the Company paid Leonard Green & Partners, L.P. accrued fees of $1.2 million and a termination fee of $2.5 million. In conjunction with the Company's initial public offering, the Company's Chief Executive Officer, as the only selling stockholder, participated in the proportionate costs of the underwriter's fee. No other diminimus costs were proportionately shared. 13. Subsequent Event On April 27, 2005, the Company's Board of Directors approved the grant of 536,783 stock options at an exercise price of $11.70 which was equal to the market price of the underlying stock on the grant date. On that same day, the Company's Board of Directors approved the grant of 536,783 stock options at an exercise price of $16.00. 24 DOLLAR FINANCIAL CORP. SUPPLEMENTAL STATISTICAL DATA March 31, ----------------------------------- Company Operating Data: 2004 2005 ------------- ------------- Stores in operation: Company-owned................................................ 630 700 Franchised stores and check cashing merchants................ 476 642 ----- ----- Total........................................................... 1,106 1,342 ===== ===== -------------------------------------------------------------------------------------------------------------------------------- Three Months Ended Nine Months Ended March 31, March 31, ---------------------------- -------------------------------- Check Cashing Data: 2004 2005 2004 2005 ------------ ----------- ------------- --------------- Face amount of checks cashed (in millions).................... $ 801 $ 843 $ 2,375 $ 2,542 Face amount of average check.................................. $ 404 $ 437 $ 383 $ 419 Face amount of average check (excluding Canada and the United Kingdom)................................................... $ 414 $ 432 $ 375 $ 389 Average fee per check......................................... $ 15.33 $ 16.94 $ 14.17 $ 15.79 Number of checks cashed (in thousands)........................ 1,983 1,930 6,204 6,067 -------------------------------------------------------------------------------------------------------------------------------- Three Months Ended Nine Months Ended March 31, March 31, ---------------------------- -------------------------------- Check Cashing Collections Data: 2004 2005 2004 2005 ------------ ----------- ------------- --------------- Face amount of returned checks (in thousands)................. $ 7,208 $ 7,981 $ 22,159 $ 23,477 Collections (in thousands).................................... (5,563) (5,770) (16,383) (16,626) ------------ ----------- ------------- --------------- Net write-offs (in thousands)................................. $ 1,645 $ 2,211 $ 5,776 $ 6,851 ============ =========== ============= =============== Collections as a percentage of returned checks............................................ 77.2% 72.3% 73.9% 70.8% Net write-offs as a percentage of check cashing revenues..................................... 5.4% 6.8% 6.6% 7.2% Net write-offs as a percentage of the face amount of checks cashed............................... 0.21% 0.26% 0.24% 0.27% 25 The following chart presents a summary of our consumer lending operations, including loan originations, which includes loan extensions and revenues for the following periods (in thousands): Three Months Ended Nine Months Ended March 31, March 31, ----------------------------------- ---------------------------- 2004 2005 2004 2005 ----------------------------------- ---------------------------- U.S. company funded consumer loan originations(1)......... $ 17,443 $ 15,956 $ 47,638 $ 53,025 Canadian company funded consumer loan originations(2)..... 75,791 107,346 231,729 332,514 U.K. company funded consumer loan originations(2)......... 29,207 43,420 82,230 128,898 ----------------------------------- ---------------------------- Total company funded consumer loan originations........ $ 122,441 $ 166,722 $ 361,597 $ 514,437 =================================== ============================ U.S. servicing revenues, net.............................. $ 12,093 $ 14,089 $ 35,411 $ 40,107 U.S. company funded consumer loan revenues................ 2,666 2,682 7,138 8,166 Canadian company funded consumer loan revenues............ 7,895 11,581 22,577 35,600 U.K. company funded consumer loan revenues................ 5,048 6,674 13,854 19,033 Provision for loan losses on company funded loans......... (1,256) (2,109) (6,749) (11,453) ----------------------------------- ---------------------------- Total consumer lending revenues, net................... $ 26,446 $ 32,917 $ 72,231 $ 91,453 =================================== ============================ Gross charge-offs of company funded consumer loans........ $ 11,662 $ 15,492 $ 33,852 $ 48,046 Recoveries of company funded consumer loans............... (10,634) (13,871) (27,340) (37,251) ----------------------------------- ---------------------------- Net charge-offs on company funded consumer loans.......... $ 1,028 $ 1,621 $ 6,512 $ 10,795 =================================== ============================ Gross charge-offs of company funded consumer loans as a percentage of total company funded consumer loan originations...................................... 9.5% 9.3% 9.4% 9.3% Recoveries of company funded consumer loans as a percentage of total company funded consumer loan originations...................................... 8.7% 8.3% 7.6% 7.2% Net charge-offs on company funded consumer loans as a percentage of total company funded consumer loan originations...................................... 0.8% 1.0% 1.8% 2.1% (1) Our company operated stores and document transmitter locations in the United States originate company funded and bank funded (for which we receive servicing revenues) short-term consumer loans. (2) All consumer loans originated in Canada and the United Kingdom are company funded. Following are the number of company-operated U.S. stores at each period end that originate company funded and bank funded loans: Nine Months Ended March 31, ---------------------------- 2004 2005 ---------------------------- U.S. stores originating company funded loans 43 63 U.S. stores originating bank funded loans 275 274 ---------------------------- Total U.S. stores originating short-term consumer loans 318 337 ============================ 26 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following is a discussion and analysis of the financial condition and results of operations for Dollar Financial Corp. for the three month and nine month periods ended March 31, 2005 and 2004. References in this section to "we," "our," "ours," or "us" are to Dollar Financial Corp. and its wholly owned subsidiaries, except as the context otherwise requires. References to "OPCO" are to our wholly owned operating subsidiary, Dollar Financial Group, Inc. For a separate discussion and analysis of the financial condition and results of operations of OPCO, see "Management's Discussion and Analysis of Financial Condition and Results of Operations included in OPCO's quarterly report on Form 10-Q (File No. 333-18221) for the period ended March 31, 2005. Overview Dollar Financial Corp. is the parent company of Dollar Financial Group, Inc. and its wholly owned subsidiaries. We have historically derived our revenues primarily from providing check cashing services, consumer lending and other consumer financial products and services, including money orders, money transfers and bill payment. For our check cashing services, we charge our customers fees that are usually equal to a percentage of the amount of the check being cashed and are deducted from the cash provided to the customer. For our consumer loans, we receive origination and servicing fees from the banks providing the loans or, if we fund the loans directly, interest and fees on the loans. We operate in a sector of the financial services industry that serves the basic need of lower-and middle-income working-class individuals to have convenient access to cash. This need is primarily evidenced by consumer demand for check cashing and short-term loans, and consumers who use these services are often underserved by banks and other financial institutions. On January 4, 2005, we acquired substantially all of the outstanding shares of International Paper Converters Limited adding 17 company-owned stores and two franchised stores in the United Kingdom. On January 31, 2005, we acquired substantially all of the assets of Alexandria Financial Services, LLC, Alexandria Acquisition, LLC, American Check Cashers of Lafayette, LLC, ACC of Lakes Charles, LLC and Southern Financial Services of Louisiana, LLC. This acquisition added 24 check cashing and short-term consumer loan stores in the Louisiana market adding to our existing market share in that area of the country. On March 7, 2005 we acquired substantially all of the assets of We The People Forms and Service Centers USA, Inc. ("WTP") relating to WTP's retail-based legal document preparation services business. We now offer these services through our wholly owned subsidiary We The People USA, Inc. through a network of 170 franchised locations in 32 states. Our expenses primarily relate to the operations of our store network, including salaries and benefits for our employees, occupancy expense for our leased real estate, depreciation of our assets and corporate and other expenses, including costs related to opening and closing stores. In each foreign country in which we operate, local currency is used for both revenues and expenses. Therefore, we record the impact of foreign currency exchange rate fluctuations related to our foreign net income. In our discussion of our financial condition and results of operations, we refer to stores, franchises and document transmitters that were open for the entire fiscal period and the comparable prior fiscal period as comparable stores, franchises and document transmitters. Discussion of Critical Accounting Policies In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with U.S. generally accepted accounting principles. We evaluate these estimates on an ongoing basis, including those related to revenue recognition, loss reserves, income taxes and intangible assets. We base these estimates on the information currently available to us and on various other assumptions that we believe are reasonable under the circumstances. Actual results could vary from these estimates under different assumptions or conditions. We believe that the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements: 27 Revenue Recognition With respect to company-operated stores, revenues from our check cashing, money order sales, money transfer and bill payment services and other miscellaneous services reported in other revenues on our statement of operations are all recognized when the transactions are completed at the point-of-sale in the store. With respect to our franchised locations, we recognize initial franchise fees upon fulfillment of all significant obligations to the franchisee. Royalty payments from our franchisees are recognized as earned. For short term consumer loans that we make directly (company-funded loans), which have terms ranging from 1 to 37 days, revenues are recognized using the interest method. Loan origination fees are recognized as an adjustment to the yield on the related loan. Our reserve policy regarding these loans is summarized below in "Company Funded Consumer Loan Loss Reserves Policy." In addition to the short-term consumer loans originated and funded by us, we also have relationships with two banks, County Bank of Rehoboth Beach, Delaware and First Bank of Delaware. Pursuant to these relationships, we market and service short-term consumer loans, which have terms ranging from 7 to 23 days, which are funded by the banks. The banks are responsible for the application review process and determining whether to approve an application and fund a loan. As a result, the banks' loans are not reflected on our balance sheet. We earn a marketing and servicing fee for each loan that is paid by borrowers to the banks. For loans funded by County Bank, we recognize net servicing fee income ratably over the life of the related loan. In addition, each month County Bank withholds certain servicing fees payable to us in order to maintain a cash reserve. The amount of the reserve is equal to a fixed percentage of outstanding loans at the beginning of the month plus a percentage of the finance charges collected during the month. Each month, net credit losses are applied against County Bank's cash reserve. Any excess reserve is then remitted to us as a collection bonus. The remainder of the finance charges not applied to the reserve is either used to pay costs incurred by County Bank related to the short term loan program, retained by the bank as interest on the loan or distributed to us as a servicing fee. For loans funded by First Bank of Delaware, we recognize net servicing fee income ratably over the life of the related loan. In addition, the bank has established a target loss rate for the loans marketed and serviced by us. Servicing fees payable to us are reduced if actual losses exceed this target loss rate by the amount they exceed it. If actual losses are below the target loss rate, the difference is paid to us as a servicing fee. The measurement of the actual loss rate and settlement of servicing fees occurs twice every month. Because our servicing fees are reduced by loan losses incurred by the banks, we have established a reserve for servicing fee adjustments. To estimate the appropriate reserve for servicing fee adjustments, we consider the amount of outstanding loans owed to the banks, historical loans charged off, current and expected collections patterns and current economic trends. The reserve is then based on net charge-offs, expressed as a percentage of loans originated on behalf of the banks applied against the total amount of the banks' outstanding loans. This reserve is reported in accrued expenses and other liabilities on our balance sheet and was $1.9 million at March 31, 2005 and $1.4 million at June 30, 2004. If one of the banks suffers a loss on a loan, we immediately record a charge-off against the reserve for servicing fee adjustments for the entire amount of the unpaid item. A recovery is credited to the reserve during the period in which the recovery is made. Each month, we replenish the reserve in an amount equal to the net losses charged to the reserve in that month. This replenishment, as well as any additional provisions to the reserve for servicing fees adjustments as a result of the calculations set forth above, is charged against revenues. The total amount of outstanding loans owed to the banks increased during the periods ended March 31, 2005 and March 31, 2004, and during these periods the loss rates on loans increased marginally. As a result, the Company increased its reserve for servicing fee adjustments. We serviced $321 million loans for County Bank and First Bank during the first nine months of fiscal 2005 and $291 million during the first nine months of fiscal 2004. At March 31, 2005 and 2004 the amounts of outstanding loans were $14.2 million and $12.4 million, respectively, for County Bank and First Bank. Company Funded Consumer Loan Loss Reserves Policy We maintain a loan loss reserve for anticipated losses for loans we make directly through some of our company-operated locations. To estimate the appropriate level of loan loss reserves, we consider the amount of outstanding loans owed to us, historical loans charged off, current and expected collection patterns and current economic trends. Our current loan loss reserve is based on our net charge-offs, expressed as a percentage of loan amounts originated for the last twelve months applied against the total amount of outstanding loans that we make directly. As these conditions change, we may need to make additional provisions in future periods. 28 When a loan is originated, the customer receives the cash proceeds in exchange for a post-dated check or a written authorization to initiate a charge to the customer's bank account on the stated maturity date of the loan. If the check or the debit to the customer's account is returned from the bank unpaid, we immediately record a charge-off against the consumer loan loss reserve for the entire amount of the unpaid item. A recovery is credited to the reserve during the period in which the recovery is made. Each month, we replenish the reserve in an amount equal to the net losses charged to the reserve in that month. This replenishment, as well as any additional provisions to the loan loss reserve as a result of the calculations in the preceding paragraph, is charged against revenues. Check Cashing Returned Item Policy We charge operating expense for losses on returned checks during the period in which such checks are returned. Recoveries on returned checks are credited to operating expense during the period in which recovery is made. This direct method for recording returned check losses and recoveries eliminates the need for an allowance for returned checks. These net losses are charged to other store and regional expenses in the consolidated statements of operations. Goodwill We have significant goodwill on our balance sheet. The testing of goodwill for impairment under established accounting guidelines also requires significant use of judgment and assumptions. In accordance with accounting guidelines, we determine the fair value of our goodwill using multiples of earnings of other companies. Goodwill is tested and reviewed for impairment on an ongoing basis under established accounting guidelines. However, changes in business conditions may require future adjustments to asset valuations. Income Taxes As part of the process of preparing our consolidated financial statements we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating the actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the consolidated balance sheet. An assessment is then made of the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not likely, we establish a valuation allowance. Results of Operations Revenue Analysis Three Months Ended March 31, Nine Months Ended March 31, ------------------------------------------------------------------------------------------------------------------------------------ (Percentage of (Percentage of ($ in thousands) total revenue) ($ in thousands) total revenue) -------------------------- ------------------ -------------------------- ------------------- 2004 2005 2004 2005 2004 2005 2004 2005 ----------- ----------- ------- ------ ----------- ----------- -------- -------- Check cashing............... $ 30,398 $ 32,708 46.5% 42.8% $ 87,939 $ 95,803 48.0% 44.6% Consumer lending revenues, net...................... 26,446 32,917 40.4 43.1 72,231 91,453 39.4 42.5 Money transfer fees......... 3,245 3,722 5.0 4.9 9,574 10,915 5.2 5.1 Other revenue............... 5,268 7,102 8.1 9.2 13,365 16,821 7.4 7.8 ----------- ----------- ------- ------ ----------- ----------- -------- -------- Total revenue............... $ 65,357 $ 76,449 100.0% 100.0% $ 183,109 $ 214,992 100.0% 100.0% =========== =========== ======= ====== =========== =========== ======== ======== The Three Months Ended March 31, 2005 compared to the Three Months Ended March 31, 2004 Total revenues were $76.4 million for the three months ended March 31, 2005 compared to $65.4 million for the three months ended March 31, 2004, an increase of $11.0 million or 17.0%. Comparable retail store, franchised store and document transmitter sales for the entire period increased $8.4 million or 13.1%. New store openings accounted for an increase of $1.4 million and new store acquisitions accounted for an increase of $2.0 million. The increases were partially offset by a decrease of $0.7 million in revenues from closed stores. 29 A stronger British pound and Canadian dollar positively impacted revenue by $2.0 million for the quarter. In addition to the currency benefit, revenues in the United Kingdom for the quarter increased by $2.1 million primarily related to revenues from check cashing and consumer loan products. Revenues from our Canadian subsidiary for the quarter increased $4.3 million in addition to the currency benefit. The growth in our Canadian subsidiary is primarily due to pricing adjustments made to the short-term consumer loan product in late fiscal 2004 as well as higher loan amounts offered as a result of a lending criteria change made in fiscal 2005. Revenues from franchise fees and royalties accounted for $2.8 million, or 3.7% of total revenues for the three months ended March 31, 2005 compared to $1.9 million, or 2.9% of total revenues for the three months ended March 31, 2004. The Nine Months Ended March 31, 2005 compared to the Nine Months Ended March 31, 2004 Total revenues were $215.0 million for the nine months ended March 31, 2005 compared to $183.1 million for the nine months ended March 31, 2004, an increase of $31.9 million or 17.4%. Comparable store, franchised store and document transmitter sales for the entire period increased $27.8 million or 15.4%. New store openings accounted for an increase of $3.5 million and new store acquisitions accounted for an increase of $2.4 million while closed stores accounted for a decrease of $1.9 million. Favorable foreign currency rates attributed to $7.3 million of the increase for the nine months. In addition to the currency benefit, revenues in the United Kingdom for the nine months ended March 31, 2005 increased by $6.3 million primarily related to revenues from check cashing and consumer loan products. Revenues from our Canadian subsidiary for the nine months ended March 31, 2005 increased $13.4 million in addition to the currency benefit. The growth in our Canadian subsidiary is primarily due to pricing adjustments made to the short-term consumer loan product in late fiscal 2004 as well as higher loan amounts offered as a result of a lending criteria change made in fiscal 2005. Revenues from franchise fees and royalties accounted for $7.3 million, or 3.4% of total revenues for the nine months ended March 31, 2005 compared to $5.5 million, or 3.0% of total revenues for the nine months ended March 31, 2004. Store and Regional Expense Analysis Three Months Ended March 31, Nine Months Ended March 31, ---------------------------------------------------------------------------------------------------------------------------------- (Percentage of (Percentage of ($ in thousands) total revenue) ($ in thousands) total revenue) ------------------------ ------------------ ------------------------ ----------------- 2004 2005 2004 2005 2004 2005 2004 2005 ----------- ---------- ------- ------- ----------- ---------- ------- ------- Salaries and benefits.............$ 19,397 $ 22,365 29.7% 29.3% $ 56,881 $ 63,419 31.1% 29.5% Occupancy......................... 5,019 5,820 7.7 7.6 14,768 16,814 8.1 7.8 Depreciation...................... 1,533 1,773 2.3 2.3 4,471 5,326 2.4 2.5 Returned checks, net and cash shortages....................... 2,051 2,699 3.1 3.5 6,936 7,916 3.8 3.7 Telephone and communications...... 1,336 1,600 2.0 2.1 4,329 4,468 2.4 2.1 Advertising....................... 1,736 1,983 2.7 2.6 5,278 7,078 2.9 3.3 Bank charges...................... 888 1,022 1.4 1.3 2,778 2,934 1.5 1.4 Armored carrier expenses.......... 786 935 1.2 1.2 2,266 2,649 1.2 1.2 Other............................. 5,502 6,990 8.4 9.1 18,345 20,783 10.0 9.7 ----------- ---------- ------- ------- ----------- ---------- ------- ------- Total store and regional expenses.$ 38,248 $ 45,187 58.5% 59.0% $ 116,052 $ 131,387 63.4% 61.2% =========== ========== ======= ======= =========== ========== ======= ======= The Three Months Ended March 31, 2005 compared to the Three Months Ended March 31, 2004 Store and regional expenses was $45.2 million for the three months ended March 31, 2005 compared to $38.2 million for the three months ended March 31, 2004, an increase of $7.0 million or 18.3%. The impact of foreign currencies accounted for $1.0 million of the increase. New store openings accounted for an increase of $1.1 million and new store acquisitions accounted for an increase of $1.1 million while closed stores accounted for a decrease of $0.8 million. Comparable retail store and franchised store expenses for the entire period increased $5.5 million. For the three months ended March 31, 2005 total store and regional expenses increased slightly to 59.0% of total revenue compared to 58.5% of total revenue for the three months ended March 31, 2004. After adjusting for the impact of the changes in exchange rates, store and regional expenses increased $2.3 million in Canada, $1.8 million in the United Kingdom and $1.8 million in the U.S. The increase in Canada was primarily due to increases in salaries, returned checks and cash shortages and occupancy expenses all of which are commensurate with the overall growth in Canadian revenues. In the United Kingdom, the increase was also primarily related to increases in salaries and occupancy costs commensurate with the growth in that country. In the U.S., higher salaries and returned checks and cash shortages associated with the revenue growth accounted for the operating expense increase in this segment of the business. 30 The Nine Months Ended March 31, 2005 compared to the Nine Months Ended March 31, 2004 Store and regional expenses was $131.4 million for the nine months ended March 31, 2005 compared to $116.1 million for the nine months ended March 31, 2004, an increase of $15.3 million or 13.2%. The impact of foreign currencies accounted for $3.9 million of the increase. New store openings accounted for an increase of $2.9 million and acquired stores accounted for an increase of $1.4 million while closed stores accounted for a decrease of $1.0 million. Comparable retail store and franchised store expenses for the entire period increased $12.1 million. For the nine months ended March 31, 2005 total store and regional expenses decreased to 61.2% of total revenue compared to 63.4% of total revenue for the nine months ended March 31, 2004. After adjusting for the impact of the changes in exchange rates, store and regional expenses increased $4.6 million in Canada, $3.9 million in the United Kingdom and $2.9 million in the U.S. The increase in Canada was primarily due to increases of $1.6 million in salaries, $0.8 million in occupancy expenses, $0.6 million in advertising costs, $0.5 million in depreciation and $1.0 million in various other operating expenses, all of which are commensurate with the overall growth in Canadian revenues. In the United Kingdom, the increase is primarily related to increases of $1.7 million in salaries, $0.7 million in occupancy costs, $0.7 million in advertising and $0.8 million in other various operating expenses commensurate with the growth in that country. In the U.S., higher salaries and advertising expenses associated with the revenue growth accounted for the operating expense increase in this segment of the business. Corporate and Other Expense Analysis Three Months Ended March 31, Nine Months Ended March 31, --------------------------------------------------------------------------------------------------------------------------------- (Percentage of (Percentage of ($ in thousands) total revenue) ($ in thousands) total revenue) ---------------------- ------------------- ---------------------- ------------------ 2004 2005 2004 2005 2004 2005 2004 2005 -------- --------- ------- -------- --------- --------- ------- ------- Corporate expenses.................. $ 8,360 $ 10,838 12.8% 14.2% $ 22,727 $ 31,486 12.4% 14.6% Management fee...................... 249 108 0.4 0.1 786 636 0.4 0.3 Other depreciation and amortization. 800 806 1.2 1.1 2,672 2,908 1.5 1.4 Interest expense.................... 10,151 7,766 15.5 10.2 29,585 27,237 16.2 12.7 Termination of management services agreement......................... - 2,500 0.0 3.3 - 2,500 0.0 1.2 Loss on extinguishment of debt...... - 8,097 0.0 10.6 8,855 8,097 4.8 3.8 Other............................... 157 189 0.2 0.3 278 133 0.2 0.1 Income tax provision................ 5,789 5,437 8.9 7.1 28,125 14,045 15.4 6.5 The Three Months Ended March 31, 2005 compared to the Three Months Ended March 31, 2004 Corporate Expenses Corporate expenses were $10.8 million for the three months ended March 31, 2005 compared to $8.4 million for the three months ended March 31, 2004. For the three months ended March 31, 2005, corporate expenses increased to 14.2% of total revenues compared to 12.8% of total revenues for the three months ended March 31, 2004. The increase is primarily attributable to compensation costs related to significant growth of the Company's foreign operations as well as the addition of corporate personnel to support the continuing rapid expansion of our store network and new product additions. Additionally, in the fiscal 2005 third quarter, the Company incurred significant costs associated with becoming a public company, as well as increased insurance, legal costs and other professional fees. In addition, foreign currency costs associated with the revaluation of U.S. dollar denominated debt held by the Company's U.K. subsidiary resulted in a net benefit to the fiscal 2004 third quarter of $250,000. Finally, the Company expensed $190,000 in the current quarter related to the termination of a deferred compensation plan. Management Fees Management fees were $0.1 million for the three months ended March 31, 2005, compared to $0.2 million for the three months ended March 31, 2004, a decrease of $141,000. In conjunction with our initial public offering on January 28, 2005, we paid a $2.5 million to fee to terminate a management services agreement among the Company, OPCO and Leonard Green & Partners, L.P. Subsequent to that date, the Company is no longer obligated to accrue or pay management fees to Leonard Green & Partners, L.P. 31 Loss on Extinguishment of Debt On January 7, 2005, OPCO distributed $3.6 million to the Company to redeem approximately $1.7 million aggregate principal amount of its 16.0% senior notes due 2012 and approximately $1.7 million aggregate principal amount of its 13.95% senior subordinated notes due 2012. On January 28, 2005, the Company announced the pricing of the initial public offering of 7,500,000 shares of its common stock at $16.00 per share. The Company agreed to sell 7,378,125 shares of its common stock and a selling stockholder agreed to sell 121,875 shares of common stock. The net proceeds from this offering were used to redeem all of the Company's outstanding 16.0% senior notes due 2012 and 13.95% senior subordinated notes due 2012 and to pay fees and expenses with respect to these transactions and for general corporate purposes. The loss incurred on the extinguishment of debt was as follows ($ in millions): Three Months Ended March 31, 2004 2005 --------------------------- Call Premium: Dollar Financial Corp. 16.0% Senior Notes $ - $ 4.9 Write-off of original issue discount, net: Dollar Financial Corp. 16.0% Senior Notes - 1.5 Dollar Financial Corp. 13.95% Senior Subordinated Notes - 1.5 Write-off previously capitalized deferred issuance costs, net - 0.2 ----------- ----------- $ - $ 8.1 =========== =========== Interest Expense Interest expense was $7.8 million for the three months ended March 31, 2005 compared to $10.2 million for the three months ended March 31, 2004, a decrease of $2.4 million or 23.5%. On February 2, 2005, the Company used the majority of the proceeds from its initial public offering to redeem all of its 16.0% senior notes due 2012 and 13.95% senior subordinated notes due 2012. As a result, interest expense related to these notes declined $2.5 million for the quarter ended March 31, 2005 compared to the same period in the prior year. In addition, interest expense declined $0.3 million related to collateralized borrowings that were in place in fiscal 2004. Partially offsetting this decline was an increase of $0.5 million related to the additional offering of $20 million principal amount of 9.75% senior notes due 2011 on May 6, 2004. Income Tax Provision The provision for income taxes was $5.4 million for the three months ended March 31, 2005 compared to a provision of $5.8 million for the three months ended March 31, 2004. Our effective tax rate differs from the federal statutory rate of 35% due to foreign taxes and a valuation allowance on U.S. deferred tax assets. Our effective income tax rate was 567.5% for the three months ended March 31, 2005 and 78.3% for the three months ended March 31, 2004. The principal reason for the significant difference in the effective tax rates between periods is the $8.1 million U.S. loss on the extinguishment of debt and the $2.5 million cost to terminate a management services agreement, both recorded in the three months ended March 31, 2005. Any tax benefit for U.S. losses are reduced by a valuation allowance because realization of this deferred tax asset is not assured. Due to the restructuring of our debt in fiscal 2004 and the aforementioned U.S. costs in fiscal 2005, significant deferred tax assets were generated and recorded in accordance with SFAS 109. Because realization is not assured, all U.S. deferred tax assets recorded have been reduced by a valuation allowance of $33.4 million at March 31, 2005, of which $2.2 million was provided for in the three months ended March 31, 2005. Following our refinancing in November 2003, we no longer accrue U.S. tax on foreign earnings. 32 The Nine Months Ended March 31, 2005 compared to the Nine Months Ended March 31, 2004 Corporate Expenses Corporate expenses were $31.5 million for the nine months ended March 31, 2005 compared to $22.7 million for the nine months ended March 31, 2004, an increase of $8.8 million or 38.8%. The increase is primarily attributable to compensation costs related to significant growth of the Company's foreign operations as well as the addition of corporate personnel to support the continuing rapid expansion of our store network and new product additions. Additionally, in the fiscal 2005 third quarter, the Company incurred significant costs associated with becoming a public company, as well as increased insurance, legal costs and other professional fees. In addition, foreign currency costs associated with the revaluation of U.S. dollar denominated debt held by our U.K. subsidiary resulted in a net benefit for the nine months ended March 31, 2004 of $0.9 million. Finally, we expensed $0.8 million during the nine months ended March 31, 2005 related to the termination of a deferred compensation plan. Management Fees Management fees were $0.7 million for the nine months ended March 31, 2005, compared to $0.8 million for the nine months ended March 31, 2004, a decline of $0.2 million. In conjunction with our initial public offering on January 28, 2005, we authorized $2.5 million to pay a fee to terminate a management services agreement among the Company, OPCO and Leonard Green & Partners, L.P. Subsequent to that date, the Company is no longer obligated to accrue or pay management fees to Leonard Green & Partners, L.P. Loss on Extinguishment of Debt On November 13, 2003, OPCO issued $220.0 million principal amount of 9.75% senior notes due 2011. The proceeds from this offering were used to redeem all of its outstanding senior notes and its outstanding senior subordinated notes, to refinance our credit facility, to distribute a portion of the proceeds to us to redeem an equal amount of our senior discount notes and to pay fees and expenses with respect to these transactions and a related note exchange transaction involving our senior discount notes. On January 7, 2005, OPCO distributed $3.6 million to the Company to redeem approximately $1.7 million aggregate principal amount of its 16.0% senior notes due 2012 and approximately $1.7 million aggregate principal amount of its 13.95% senior subordinated notes due 2012. On January 28, 2005, the Company announced the pricing of the initial public offering of 7,500,000 shares of its common stock at $16.00 per share. The Company agreed to sell 7,378,125 shares of common stock and a selling stockholder agreed to sell 121,875 shares of common stock. The net proceeds from this offering was used to redeem all of the Company's outstanding 16.0% senior notes due 2012 and 13.95% senior subordinated notes due 2012 and to pay fees and expenses with respect to these transactions and for general corporate purposes. The loss incurred on the extinguishment of debt is as follows ($ in millions): Nine Months Ended March 31, 2004 2005 ------------------------ Call Premium: Dollar Financial Group, Inc. 10.875% Senior Notes $ 2.0 $ - Dollar Financial Group, Inc. 10.875% Senior Subordinated Notes 0.7 - Dollar Financial Corp. 16.0% Senior Notes - 4.9 Write-off of original issue discount, net: Dollar Financial Corp. 16.0% Senior Notes - 1.5 Dollar Financial Corp. 13.95% Senior Subordinated Notes - 1.5 Write-off previously capitalized deferred issuance costs, net 6.1 0.2 ------------------------ $ 8.8 $ 8.1 ======================== 33 Interest Expense Interest expense was $27.2 million for the nine months ended March 31, 2005 compared to $29.6 million for the nine months ended March 31, 2004, a decrease of $2.4 million or 8.1%. The increased interest on the incremental long-term debt outstanding after the refinancing accounted for a $4.7 million increase offset, in part, by a decline of approximately $0.5 million due to the reduction in the long-term fixed borrowing rate subsequent to the refinancing. Offsetting the aforementioned net increase were declines of $0.7 million in interest on our revolving credit facility, $0.9 million interest on our collateralized borrowing that was in place in fiscal 2004 and $3.7 million due to the May 2004 redemption of approximately $9.1 million aggregate principal amount of our 16% senior notes due 2012 and approximately $9.1 million aggregate principal amount of our 13.95% senior subordinated notes due 2012 and the ultimate redemption in full of these notes on February 2, 2005. In addition to these declines, $0.1 million of interest was paid in the nine months ended March 31, 2004 on OPCO's old 10.875% senior notes for the 30 day period subsequent to OPCO's issuance on November 13, 2003 of $220.0 million principal amount of new 9.75% senior notes. OPCO elected to affect covenant defeasance on the old notes by depositing with the trustee funds sufficient to satisfy the old notes together with the call premium and accrued interest applicable to the December 13, 2003 redemption date. Income Taxes The provision for income taxes was $14.0 million for the nine months ended March 31, 2005 compared to a provision of $28.1 million for the nine months ended March 31, 2004. Our effective tax rate differs from the federal statutory rate of 35% due to foreign taxes and a valuation allowance on U.S. deferred tax assets. Our effective income tax rate was 132.4% for the nine months ended March 31, 2005 and 1,035.7% for the nine months ended March 31, 2004. The principal reason for the significant difference in the effective tax rates between periods is the $8.1 million U.S. loss on the extinguishment of debt and the $2.5 million cost to terminate a management services agreement, both recorded in the three months ended March 31, 2005. Any tax benefit for U.S. losses are reduced by a valuation allowance because realization of this deferred tax asset is not assured. Due to the restructuring of our debt in fiscal 2004 and the aforementioned U.S. costs in fiscal 2005, significant deferred tax assets were generated and recorded in accordance with SFAS 109. Because realization is not assured, all U.S. deferred tax assets recorded have been reduced by a valuation allowance of $33.4 million at March 31, 2005, of which $8.9 million was provided for in the nine months ended March 31, 2005. Following our refinancing in November, 2003, we no longer accrue U.S. tax on foreign earnings. The amount of such tax was $1.9 million for the nine months ended March 31, 2004. Changes in Financial Condition Cash and cash equivalent balances and the revolving credit facilities balances fluctuate significantly as a result of seasonal, monthly and day-to-day requirements for funding check cashing and other operating activities. For the nine months ended March 31, 2005, cash and cash equivalents increased $11.5 million. Net cash provided by operating activities was $18.1 million. The increase in net cash provided by operations was primarily the result of improved operating results. Liquidity and Capital Resources On November 13, 2003, OPCO issued $220.0 million principal amount of 9.75% senior notes due 2011 and entered into a new $55.0 million senior secured reducing revolving credit facility. The proceeds from these transactions were used to repay, in full, all borrowings outstanding under its prior credit facility, redeem the entire $109.2 million principal amount of its 10.875% senior notes due 2006, redeem the entire $20.0 million principal amount of its 10.875% senior subordinated notes due 2006, distribute to us $20.0 million to redeem an equal amount of our 13.0% senior discount notes due 2006, and pay all related fees, expenses and redemption premiums with respect to these transactions. On May 6, 2004, OPCO consummated an additional offering of $20.0 million principal amount of 9.75% senior notes due 2011. The notes were offered as additional debt securities under the indenture pursuant to which it had issued $220.0 million of notes in November 2003. The notes issued in November 2003 and the notes issued in May 2004 constitute a single class of securities under the indenture. The net proceeds from the May 2004 note offering were distributed to us to redeem approximately $9.1 million aggregate principal amount of our 16.0% senior notes due 2012 and approximately $9.1 million aggregate principal amount of our 13.95% senior subordinated notes due 2012. 34 On January 28, 2005, we announced the pricing of the initial public offering of 7,500,000 shares of our common stock at $16.00 per share. We sold 7,378,125 shares of common stock and a selling stockholder sold 121,875 shares of common stock. We did not receive any proceeds from the sale of shares by the selling stockholders. On February 2, 2005, we received $109.8 million in net proceeds in connection with the offering. The following table summarizes the use of funds: Redeem in full the outstanding principal amount of 16.0% Senior Notes due 2012 at a redemption price of 110.0% of the current accretion amount: Principal........................................................................................ $ 45.3 Accrued interest................................................................................. 1.6 Redemption premium............................................................................... 4.7 --------------- Total cost of redemption of 16.0% Senior Notes due 2012............................................... 51.6 Redeem in full the outstanding principal amount of 13.95% Senior Subordinated Notes due 2012 at a redemption price of 100.0% of the current accretion amount: Principal........................................................................................ 44.5 Accrued interest................................................................................. 1.3 Redemption premium............................................................................... - --------------- Total cost of redemption of 13.95% Senior Subordinated Notes due 2012................................. 45.8 Terminate a management services agreement among Dollar Financial Corp., Dollar Financial Group, Inc. and Leonard Green & Partners, L.P. prior to the contractual date of termination.................. 2.5 Pay estimated fees and expenses with respect to the offering and the related transactions............. 2.7 Use the remaining proceeds for working capital and general corporate purposes......................... 7.2 --------------- Total use of net proceeds............................................................................. $ 109.8 =============== Our principal sources of cash are from operations and borrowings under our credit facilities. We anticipate that our primary uses of cash will be to provide working capital, finance capital expenditures, meet debt service requirements, fund company originated short-term consumer loans, finance acquisitions and new store expansion and finance the expansion of our products and services. Net cash provided by operating activities was $18.1 million for the nine months ended March 31, 2005 compared to cash provided of $17.2 million for the nine months ended March 31, 2004. The increase in net cash provided by operations was primarily the result of improved operating results. Net cash used in investing activities for the nine months ended March 31, 2005 was $34.7 million compared to a usage of $5.0 million for the nine months ended March 31, 2004. For the nine months ended March 31, 2005 we made capital expenditures of $9.3 million. The actual amount of capital expenditures for the year will depend in part upon the number of new stores acquired or opened and the number of stores remodeled. Our capital expenditures, excluding acquisitions, are currently anticipated to aggregate approximately $13.0 million during our fiscal year ending June 30, 2005, for remodeling and relocation of certain existing stores and for opening additional new stores. Net cash provided by financing activities for the nine months ended March 31, 2005 was $24.1 million compared to a usage of $6.9 million for the nine months ended March 31, 2004. The cash provided in the nine months ended March 31, 2005 was a result of the proceeds from our initial public stock offering and an increase in the borrowings under our bank facilities offset by the full redemption of our 16.0% senior notes due 2012 and our 13.95% senior subordinated notes due 2012. The use of cash in the nine months ended March 31, 2004 was a result of a decrease in the borrowings under our bank facilities offset somewhat by net cash from the refinancing activities discussed above. Revolving Credit Facilities. We have two revolving credit facilities: a domestic revolving credit facility and a Canadian overdraft facility. Domestic Revolving Credit Facility. On November 13, 2003, OPCO repaid in full all borrowings outstanding under its previously existing credit facility using a portion of the proceeds from the issuance of $220.0 million principal amount of OPCO's 9.75% senior notes due 2011 and simultaneously entered into a new $55.0 million senior secured reducing revolving credit facility. Under the terms of the agreement governing this facility, the commitment under this facility was reduced by $750,000 on January 2, 2004 and will be reduced on the first business day of each calendar quarter thereafter, and is subject to additional reductions based on excess cash flow up to a maximum reduction, including quarterly reductions, of $15.0 million. The commitment may be subject to further reductions in the event we engage in certain issuances of securities or 35 asset disposals. Under this facility, up to $20.0 million may be used in connection with letters of credit. OPCO's borrowing capacity under this facility is limited to the total commitment of $55.0 million less letters of credit totaling $13.3 million issued by Wells Fargo Bank, which guarantee the performance of certain of its contractual obligations. At March 31, 2005, the borrowing capacity was $38.0 million and there was $11.0 million outstanding under the facility. Canadian Overdraft Facility. Our Canadian operating subsidiary has a Canadian overdraft facility to fund peak working capital needs for our Canadian operations. The Canadian overdraft facility provides for a commitment of up to approximately $10.0 million, of which there was no outstanding balance on March 31, 2005. Amounts outstanding under the Canadian overdraft facility bear interest at a rate of Canadian prime and are secured by a $10.0 million letter of credit issued by Wells Fargo Bank under our domestic revolving credit facility. Long-Term Debt. As of March 31, 2005, long term debt consisted of $241.1 million principal amount of OPCO's 9.75% senior notes due November 15, 2011 and $16,000 of other long term debt. On January 7, 2005, OPCO distributed $3.6 million to us to redeem approximately $1.7 million aggregate principal amount of our 16.0% senior notes due 2012 and approximately $1.7 million aggregate principal amount of our 13.95% senior subordinated notes due 2012. On January 28, 2005, we announced the pricing of the initial public offering of 7,500,000 shares of our common stock at $16.00 per share. We agreed to sell 7,378,125 shares of our common stock and a selling stockholder agreed to sell 121,875 shares of our common stock. The net proceeds from this offering were used to redeem all of our outstanding 16.0% senior notes due 2012 and 13.95% senior subordinated notes due 2012 and to pay fees and expenses with respect to these transactions and for general corporate purposes. Operating Leases. Operating leases are scheduled payments on existing store and other administrative leases. These leases typically have initial terms of 5 years and may contain provisions for renewal options, additional rental charges based on revenue and payment of real estate taxes and common area charges. We entered into the commitments described above and other contractual obligations in the ordinary course of business as a source of funds for asset growth and asset/liability management and to meet required capital needs. Our principal future obligations and commitments as of March 31, 2005, excluding periodic interest payments, include the following: Payments Due by Period (in thousands) --------------------------------------------------------------------------------- Total Less than 1 - 3 4 - 5 After 5 1 Year Years Years Years -------------- ------------ ------------ ------------ -------------- Revolving credit facilities................ $ 11,000 $ 11,000 $ - $ - $ - Long-term debt: 9.75% Senior Notes due 2011(1)....... 241,056 - - - 241,056 Operating leases........................... 71,728 17,890 27,399 15,699 10,740 Other...................................... 16 16 - - - -------------- ------------ ------------ ------------ -------------- Total contractual cash obligations......... $ 323,800 $ 28,906 $ 27,399 $ 15,699 $ 251,796 ============== ============ ============ ============ ============== ------------------------------------------------------------------------------------------------------------------------------------ (1) $1,056 is the unamortized premium on the 9.75% Senior Notes due 2011. We are a leveraged company, and borrowings under the credit facilities will increase our debt service requirements. We believe that, based on current levels of operations and anticipated improvements in operating results, cash flows from operations and borrowings available under our credit facilities will allow us to provide sufficient liquidity to fund expenditure requirements for the foreseeable future, including payment of interest and principal on our indebtedness. This belief is based upon our historical growth rate and the anticipated benefits we expect from operating efficiencies. We expect additional revenue growth to be generated by growth in the consumer lending business, the maturity of recently opened stores, the continued expansion of new stores and sale of franchises as a result of our recent acquisition of We The People USA, Inc. We also expect operating expenses to increase, although the rate of increase is expected to be less than the rate of revenue growth. Furthermore, we do not believe that additional acquisitions or expansion are necessary to cover our fixed expenses, including debt service. However, we cannot assure you that we will generate sufficient cash flow from operations or that future borrowings will be available under our credit facilities in an amount sufficient to meet 36 our debt service requirements or to make anticipated capital expenditures. We may need to refinance all or a portion of our indebtedness on or prior to maturity, under certain circumstances, and we cannot assure you that we will be able to effect such refinancing on commercially reasonable terms or at all. Balance Sheet Variations March 31, 2005 compared to June 30, 2004 Cash and cash equivalents increased to $80.8 million at March 31, 2005 from $69.3 million at June 30, 2004. Cash and cash equivalent balances fluctuate significantly as a result of seasonal, monthly and day-to-day requirements for funding check cashing and other operating activities. Loans receivable increased to $38.5 million at March 31, 2005 from $32.9 million at June 30, 2004 due primarily to increases in installment loans of $3.7 million and pawn of $1.8 million. Income taxes receivable decreased to $4.9 million at March 31, 2005 from $6.1 million at June 30, 2004 related primarily to the timing of receipts. Goodwill and other intangibles increased $36.1 million from $149.1 million at June 30, 2004 to $185.2 million at March 31, 2005 due to foreign currency translation adjustments of $6.1 million and acquisitions of $30.1 million. Foreign income taxes payable decreased from $6.0 million at June 30, 2004 to $5.5 million at March 31, 2005 due primarily to the timing of payments. Accrued expenses increased to $21.8 million at March 31, 2005 from $17.9 million at June 30, 2004 due primarily to the timing of accrued payroll, increased accrued professional fees and other operating expense accruals. Revolving credit facilities and long-term debt decreased $72.9 million from $325.0 million at June 30, 2004 to $252.1 million at March 31, 2005. The decrease is due to the net proceeds from the January 28, 2005 initial public offering used to redeem all of the Company's outstanding 16.0% senior notes due 2012 and 13.95% senior subordinated notes due 2012. This was partially offset by an $11.0 million increase in the outstanding balance under our credit facility. Total shareholders' equity increased $113.3 million to $62.4 million from a deficit of $50.9 million due primarily to the Company receiving $109.8 million in net proceeds in connection with the January 28, 2005 initial public offering. Accumulated other comprehensive income increased $12.4 million from $13.8 million to $26.2 million primarily related to foreign currency translation adjustments. Seasonality and Quarterly Fluctuations Our business is seasonal due to the impact of tax-related services, including cashing tax refund checks, making electronic tax filings and processing applications for refund anticipation loans. Historically, we have generally experienced our highest revenues and earnings during our third fiscal quarter ending March 31, when revenues from these tax-related services peak. Due to the seasonality of our business, results of operations for any fiscal quarter are not necessarily indicative of the results that may be achieved for the full fiscal year. In addition, quarterly results of operations depend significantly upon the timing and amount of revenues and expenses associated with acquisitions and the addition of new stores. Sarbanes-Oxley Act of 2002: Section 404 Compliance We are evaluating our internal controls systems in order to allow management to report on, and our registered independent public accounting firm to attest to, our internal controls, as required by Section 404 of the Sarbanes-Oxley Act. We are performing the system and process evaluation and testing required in an effort to comply with the management certification and auditor attestation requirements of Section 404. As a result, we are incurring additional expense. While we anticipate being able to fully comply with the requirements relating to internal controls and all other aspects of Section 404 in a timely fashion, we cannot be certain as to the timing of completion of our evaluation, testing and any needed remediation actions or the impact of the same on our operations because there is no precedent available by which to measure compliance adequacy. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the Securities and Exchange Commission or NASDAQ. Any such action could adversely affect our financial results and the market price of our common shares. 37 Recent Accounting Pronouncements In December 2004, the FASB issued Statement 123 (revised) "Share-Based Payment," which will be effective in the first quarter of fiscal year 2006. This statement will eliminate the ability to account for share-based compensation transactions using APB Opinion No. 25 (Accounting for Stock Issued to Employees) and will instead require that compensation expense be recognized based on the fair value on the date of the grant. The statement may have a material impact on our statement of operations. Recent Tax Developments We are currently assessing the implications of the recently passed American Jobs Creation Act of 2004 recently signed into law as we have significant foreign earnings. Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 This report includes forward-looking statements regarding, among other things, anticipated improvements in operations, our plans, earnings, cash flow and expense estimates, strategies and prospects, both business and financial. All statements other than statements of current or historical fact contained in this prospectus are forward-looking statements. The words "believe," "expect," "anticipate," "should," "plan," "will," "may," "intend," "estimate," "potential," "continue" and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events, financial trends and industry regulations that we believe may affect our financial condition, results of operations, business strategy and financial needs. They can be affected by inaccurate assumptions, including , without limitation, with respect to risks, uncertainties, anticipated operating efficiencies, new business prospects and the rate of expense increases. In light of these risks, uncertainties and assumptions, the forward-looking statements in this report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this report as well as those risk factors set forth in the section entitled "Risk Factors" set forth in our registration statement on Form S-1 which was effective on January 27, 2005. Our forward-looking statements speak only as of the date made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Item 3. Quantitative and Qualitative Disclosures About Market Risk Generally In the operations of our subsidiaries and the reporting of our consolidated financial results, we are affected by changes in interest rates and currency exchange rates. The principal risks of loss arising from adverse changes in market rates and prices to which we and our subsidiaries are exposed relate to: o interest rates on debt; and o foreign exchange rates generating translation gains and losses. We and our subsidiaries have no market risk sensitive instruments entered into for trading purposes, as defined by GAAP. Information contained in this section relates only to instruments entered into for purposes other than trading. Payday Lending On March 2, 2005, the Federal Deposit Insurance Corporation ("FDIC") issued a release revising payday lending guidance to FDIC-supervised institutions that offer payday loans. We are an international financial services company with a diversified product portfolio in 1,342 stores in operation as of March 31, 2005 including 170 We The People franchised locations in the United States offering retail-based legal document preparation services and 700 company-operated stores, in 35 states, the District of Columbia, Canada and the United Kingdom. The operations in the United Kingdom and Canada are not impacted by this recent Guidance. Dollar has relationships with two FDIC-supervised banks, First Bank of Delaware and County Bank of Rehoboth Beach, Delaware, pursuant to which the Company markets and services payday loans in the U.S. For the nine months ended March 31, 2005, Dollar realized $40.1 million of net servicing revenue from 38 these two relationships, which represents 18.7% of Dollar's total revenue of $215.0 million for the nine months ended March 31, 2005. Our long-term strategy has been and continues to be built around having a strong product mix in a diversified set of international markets. This strategy provides us with a diverse base of revenue growth opportunities. We expect that the impact, if any, of the Guidance on our store operations will be manageable and we are confident in the sustainability of our business model. Any potential impact cannot be determined until the uncertainties surrounding the timing and effect of the Guidance are ultimately resolved by the FDIC. The Guidance is in large measure similar to the FDIC's original examination guidance issued in July 2003, with the added provision that limits the period a customer may have payday loans outstanding from any lender to three months during the previous twelve month period. The Guidance also reiterates that Federal law authorizes Federal and state-chartered insured depository institutions to export their home state's interest rates to other states in which they do business and acknowledges that these institutions may do so through arrangements with third parties. Interest Rates Our outstanding indebtedness, and related interest rate risk, is managed centrally by our finance department by implementing the financing strategies approved by our board of directors. Although our revolving credit facilities carry variable rates of interest, our debt consists primarily of fixed-rate senior notes. Because most of our average outstanding indebtedness carries a fixed rate of interest, a change in interest rates is not expected to have a significant impact on our consolidated financial position, results of operations or cash flows. Foreign Exchange Rates Operations in the United Kingdom and Canada have exposed us to shifts in currency valuations. From time to time, we may elect to purchase put options in order to protect earnings in the United Kingdom and Canada against foreign currency fluctuations. Out of the money put options may be purchased because they cost less than completely averting risk, and the maximum downside is limited to the difference between the strike price and exchange rate at the date of purchase and the price of the contracts. At March 31, 2005, we held put options with an aggregate notional value of $(CAN) 40.8 million and (pound)(GBP) 8.7 million to protect the currency exposure in Canada and the United Kingdom through December 31, 2005. We use purchased options designated as cash flow hedges to protect against the foreign currency exchange rate risks inherent in our forecasted earnings denominated in currencies other than the U.S. dollar. Our cash flow hedges have a duration of less than twelve months. For derivative instruments that are designated and qualify as cash flow hedges, the effective portions of the gain or loss on the derivative instrument are initially recorded in accumulated other comprehensive income as a separate component of shareholders' equity and subsequently reclassified into earnings in the period during which the hedged transaction is recognized in earnings. The ineffective portion of the gain or loss is reported in corporate expenses on the statement of operations. For options designated as hedges, hedge effectiveness is measured by comparing the cumulative change in the hedge contract with the cumulative change in the hedged item, both of which are based on forward rates. As of March 31, 2005 no amounts were excluded from the assessment of hedge effectiveness. There was no ineffectiveness in the Company's cash flow hedges for the three and nine months ended March 31, 2005. As of March 31, 2005, amounts related to derivatives qualifying as cash flow hedges amounted to a reduction of shareholders' equity of $159,000 all of which is expected to be transferred to earnings in the next nine months along with the earnings effects of the related forecasted transactions. The fair market value at March 31, 2005 was $277,000 and is included in other assets on the balance sheet. Canadian operations accounted for approximately 267.3% of consolidated pre-tax earnings for the nine months ended March 31, 2005, and 882.5% of consolidated pre-tax earnings for the nine months ended March 31, 2004. U.K. operations accounted for approximately 110.0% of consolidated pre-tax earnings for the nine months ended March 31, 2005 and approximately 384.2% of consolidated pre-tax earnings for the nine months ended March 31, 2004. As currency exchange rates change, translation of the financial results of the Canadian and U.K. operations into U.S. dollars will be impacted. Changes in exchange rates have resulted in cumulative translation adjustments increasing our net assets by $26.4 million. These gains and losses are included in corporate expenses. We estimate that a 10.0% change in foreign exchange rates by itself would have impacted reported pre-tax earnings from continuing operations by approximately $4.0 million for the nine months ended March 31, 2005 and $2.7 million for the nine months ended March 31, 2004. This impact represents nearly 37.7% of our consolidated pre-tax earnings for the nine months ended March 31, 2005 and 126.6% of our consolidated pre-tax earnings for the nine months ended March 31, 2004. 39 Item 4. Controls and Procedures Evaluation of Disclosure Control and Procedures As of the end of the period covered by this report, our management conducted an evaluation, with the participation of our chief executive officer, president and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation, our chief executive officer, president and chief financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to management, including our chief executive officer, president and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting There was no change in our internal control over financial reporting during our fiscal quarter ended March 31, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART II - OTHER INFORMATION Item 1. Legal Proceedings On August 19, 2003 a former customer in Ontario, Canada, Margaret Smith, commenced an action against the us and our Canadian subsidiary on behalf of a purported class of Canadian borrowers (except those residing in British Columbia) who, Smith claims, were subjected to usurious charges in payday-loan transactions. The action, which is pending in the Ontario Superior Court of Justice, alleges violations of a Canadian federal law proscribing usury and seeks restitution and damages in an unspecified amount, including punitive damages. On February 1 and 2, 2005, we brought a motion to stay the action against it on jurisdictional grounds and our Canadian subsidiary brought a motion to stay the action against it based on its arbitration clause. The judgments on those motions are under review. On October 21, 2003, another former customer, Kenneth D. Mortillaro, commenced a similar action against our Canadian subsidiary but this action has since been stayed because it is a duplicate action. On November 6, 2003, we learned of substantially similar claims asserted on behalf of a purported class of Alberta borrowers by Gareth Young, a former customer of our Canadian subsidiary. The Young action is pending in the Court of Queens Bench of Alberta and seeks an unspecified amount of damages and other relief. Like the plaintiff in the MacKinnon action referred to below, Mortillaro, Smith and Young have agreed to arbitrate all disputes with us. On January 29, 2003, a former customer, Kurt MacKinnon, commenced an action against our Canadian subsidiary and 26 other Canadian lenders on behalf of a purported class of British Columbia residents who, MacKinnon claims were overcharged in payday-loan transactions. The action, which is pending in the Supreme Court of British Columbia, alleges violations of laws proscribing usury and unconscionable trade practices and seeks restitution and damages, including punitive damages, in an unknown amount. On February 3, 2004, our Canadian subsidiary's motion to stay the action and to compel arbitration of MacKinnon's claims, as required by his agreement with our Canadian subsidiary, was denied; our Canadian subsidiary appealed this ruling. On September 24, 2004, the Court of Appeal for British Columbia reversed the lower court's ruling and remanded the matter to the lower court for further proceedings consistent with the appellate decision. On March 1, 2005, MacKinnon's application for certification of his action was dismissed. MacKinnon has appealed that dismissal and brought a series of motions seeking to have the motions judge reconsider her decision. Our Canadian subsidiary is opposing these motions and has renewed its application to stay the action based on its arbitration clause. On April 15, 2005 the solicitor acting for MacKinnon commenced a further identical proposed class action against our Canadian subsidiary on behalf of another former customer, Louise Parsons. Our Canadian subsidiary has brought a motion to stay the Parsons action as a duplicate action. We believe we have meritorious defenses to each of these actions and intend to defend them vigorously. Similar class actions have been commenced against the Company's Canadian subsidiary in Manitoba, New Brunswick Nova Scotia and Newfoundland. The Company is named as a defendant in the actions commenced in Nova Scotia and Newfoundland but has not been served with the statements of claim in these actions to date. The claims in these additional actions are substantially similar to those of the Ontario actions referred to above. We are a defendant in four putative class-action lawsuits, all of which were commenced by the same plaintiffs' law firm, alleging violations of California's wage-and-hour laws. The named plaintiffs in these suits, which are pending in the Superior Court of the State of California, are our former employees Vernell Woods (commenced August 22, 2000), Juan Castillo (commenced May 1, 2003), Stanley Chin (commenced May 7, 2003) and Kenneth Williams (commenced June 3, 2003). Each of these suits seeks an unspecified amount of damages and other relief in connection with allegations that we misclassified California store (Woods) and regional (Castillo) managers as "exempt" from a state law requiring the payment of overtime compensation, that we failed to provide employees with meal and rest breaks required under a new state law (Chin) and that we computed bonuses payable to our store managers using an impermissible profit-sharing 40 formula (Williams). In January 2003, without admitting liability, we sought to settle the Woods case, which we believe to be the most significant of these suits, by offering each individual putative class member an amount intended in good faith to settle his or her claim. These settlement offers have been accepted by 92% of the members of the putative class. We recorded a charge of $2.8 million related to this matter during fiscal 2003. Woods' counsel is presently disputing through arbitration the validity of the settlements accepted by the individual putative class members. We believe we have meritorious defenses to the challenge and to the claims of the non-settling putative Woods class members and plan to defend them vigorously. We believe we have adequately provided for the costs associated with this matter. We are vigorously defending the Castillo, Chin and Williams lawsuits and believe we have meritorious defenses to the claims asserted in those matters. In addition to the litigation discussed above, we are involved in routine litigation and administrative proceedings arising in the ordinary course of business. We do not believe that the outcome of any of the matters referred to in the preceding paragraphs will materially affect our financial condition, results of operations or cash flows in future periods. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On January 27, 2005, the Securities and Exchange Commission declared effective our registration statement on Form S-1 (File No. 333-113570) relating to the initial public offering of an aggregate of 7,500,000 shares of our common stock, par value $0.0001 per share. Piper Jaffray & Co. and Jefferies & Company, Inc. acted as joint bookrunning managers of the offering and as representatives of the following underwriters: Ferris, Baker Watts, Incorporated, Keefe, Bruyette & Woods, Inc., JMP Securities LLC, Roth Capital Partners, LLC and ABN AMRO Rothschild LLC. The offering commenced February 2, 2005 at an initial public offering price of $16.00 per share. Pursuant to the offering, we sold 7,378,125 shares to the public for an aggregate offering price of $118,050,000 and the selling stockholder sold 121,875 shares to the public for an aggregate offering price of $1,813,500. The following table summarizes the expenses incurred by us and by the selling stockholder in connection with the offering as of February 2, 2005, none of which were paid to our directors, officers, general partners or their associates, persons owning 10% or more of our equity securities, or our affiliates: -------------------------------------------------------------------------------------------------------------------- Underwriting Expenses Paid to Other Expenses Total Expenses Discounts and or for the Commissions Underwriters -------------------------------------------------------------------------------------------------------------------- Dollar Financial Corp. $8,263,500 -- $2,693,000 $10,956,500 -------------------------------------------------------------------------------------------------------------------- Selling Stockholder 136,500 -- -- 136,500 -------------------------------------------------------------------------------------------------------------------- The net proceeds of the offering to us, after deducting the total expenses disclosed in the foregoing table, were approximately $106.8 million. On February 2, 2005, we paid an aggregate of $51.6 million to redeem in full the outstanding principal amount of our 16.0% senior notes due 2012 at a redemption price of 110.0% of the current accretion amount plus accrued interest thereon, and we paid an aggregate of $45.8 million to redeem in full the outstanding principal amount of our 13.95% senior subordinated notes due 2012 at a redemption price of 100.0% of the current accretion amount plus accrued interest thereon. On February 2, 2005, we also paid an aggregate of $3,719,444.45 to Leonard Green & Partners, L.P., representing accrued fees under a management services agreement among Leonard Green & Partners, L.P., Dollar Financial Group, Inc., and us, and a fee to terminate the agreement prior to the contractual date of termination. Leonard Green & Partners, L.P. manages Green Equity Investors II, L.P., a limited partnership that owns 7,223,290 shares, or approximately 35.6%, of our outstanding common stock. Jonathan Seiffer, one of our directors, is a partner of Leonard Green & Partners, L.P. Jonathan Sokoloff, another of our directors, is an executive officer of Leonard Green & Partners, L.P. and a partner of a private equity firm affiliated with Leonard Green & Partners, L.P. Michael Solomon, one of our directors, is a vice president of Leonard Green & Partners, L.P. The remaining net proceeds from the offering were used for working capital and general corporate purposes. 41 On March 7, 2005 we acquired substantially all of the assets of We The People Forms and Service Centers USA, Inc. ("WTP") relating to WTP's retail-based document preparation services business. The total consideration for the acquisition consisted of: o $12.0 million in cash, $10.5 million of which was paid at closing and $1.5 million of which was deposited into an escrow account to secure certain of WTP's indemnification obligations under the Asset Purchase Agreement; o $3.0 million in cash, the payment of which is contingent on the Registrants reaching certain future financial targets over a two year period arising from the assets acquired in the Acquisition; o 141,935 unregistered shares of Corp.'s common stock; o the assumption by the Company of certain obligations under the assumed contracts, including obligations under existing franchising agreements; and o the assumption by the Company of a liability to pay up to $750,000 on account of certain outstanding franchise repurchase obligations. Item 4. Submission of Matters to a Vote of Security Holders On January 24, 2005, holders of a majority of the then-outstanding shares of our common stock executed a written consent to approve our amended and restated certificate of incorporation and our 2005 stock incentive plan effective upon pricing of the initial public offering of our common stock. Our amended and restated certificate of incorporation, among other things, (a) increases the total number of shares which we are authorized to issue to 65,500,000 shares, of which 55,500,000 shares are common stock, par value $0.001 per share and 10,000,000 shares are preferred stock, (b) provides that our board of directors is authorized to provide for the issuance of shares of preferred stock in one or more series and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof, (c) provides for the creation of a classified board consisting of three classes, such classes to serve initial terms of one, two and three years, respectively, followed by three year terms thereafter, (d) provides for the subdivision and split of each then-issued and outstanding share of our common stock into 555 shares of common stock, (e) eliminates the ability of our stockholders to consent in writing to the taking of any action, and (f) eliminates cumulative voting for the election of the our board of directors. Our 2005 stock incentive plan provides, among other things, for the grant and issuance of up to 1,718,695 shares of our common stock to selected employees, directors, and consultants. Our amended and restated certificate of incorporation and 2005 stock incentive plan are attached as exhibits hereto and incorporated herein by this reference. 42 Item 6. Exhibits (a) Exhibits Exhibit No. Description of Document 3.1(i) Amended and Restated Articles of Incorporation of Dollar Financial Corp.* 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer 31.2 Rule 13a-14(a)/15d-14(a) Certification of President 31.3 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer 32.1 Section 1350 Certification of Chief Executive Officer 32.2 Section 1350 Certification of President 32.3 Section 1350 Certification of Chief Financial Officer * Incorporated by reference to Dollar Financial Corp.'s Registration Statement on Form S-1 (File No. 333-113570), initially filed with the Securities and Exchange Commission on March 12, 2005, as subsequently amended. 43 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. DOLLAR FINANCIAL CORP. Date: May 9, 2005 *By: /s/ RANDY UNDERWOOD ---------------------------------------- Name: Randy Underwood Title: Executive Vice President and Chief Financial Officer (principal financial and chief accounting officer) * The signatory hereto is the principal financial and chief accounting officer and has been duly authorized to sign on behalf of the registrant. 44