10-Q 1 dfc10q093004.txt DFC10Q093004 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 September 30, 2004 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 333-111473-02 DOLLAR FINANCIAL CORP. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 23-2636866 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1436 LANCASTER AVENUE, BERWYN, PENNSYLVANIA 19312 (Address of Principal Executive Offices) (Zip Code) 610-296-3400 (Registrant's Telephone Number, Including Area Code) Indicate by check 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 October 31, 2004, 19,758 shares of the Registrants common stock, par value $0.001 per share, were outstanding. 1 DOLLAR FINANCIAL CORP. INDEX PART I. FINANCIAL INFORMATION Page No. -------- Item 1. Financial Statements Interim Consolidated Balance Sheets as of June 30, 2004 and September 30, 2004 (unaudited).......................................................... 3 Interim Unaudited Consolidated Statements of Operations for the Three Months Ended September 30, 2003 and 2004.................................................... 4 Interim Unaudited Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2003 and 2004........................................................... 5 Notes to Interim Unaudited Consolidated Financial Statements................................ 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................................................................... 21 Item 3. Quantitative and Qualitative Disclosures About Market Risk........................................................................... 28 Item 4. Controls and Procedures..................................................................... 29 PART II. OTHER INFORMATION Item 1. Legal Proceedings........................................................................... 29 Item 6. Exhibits ................................................................................... 30 Signature ........................................................................................... 31 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, September 30, 2004 2004 ----------------- ----------------- ASSETS (unaudited) Cash and cash equivalents................................................ $ 69,270 $ 81,915 Loans receivable......................................................... 29,116 29,690 Less: Allowance for loan losses......................................... 2,315 2,396 ----------------- ----------------- Loans receivable, net.................................................... 26,801 27,294 Other consumer lending receivables....................................... 7,404 6,617 Other receivables ....................................................... 3,787 3,492 Income taxes receivable.................................................. 6,125 5,551 Prepaid expenses......................................................... 9,161 9,720 Deferred tax asset, net of valuation allowance of $24,474 and $27,398.... - 150 Notes and interest receivable - officers................................. 5,054 5,158 Property and equipment, net of accumulated depreciation of $49,540 and $52,947............................................... 27,965 28,232 Goodwill and other intangibles, net of accumulated amortization of $22,449 and $22,855.................................. 149,118 151,647 Debt issuance costs, net of accumulated amortization of $987 and $1,413...................................................... 11,428 11,033 Other.................................................................... 3,224 4,033 ----------------- ----------------- $ 319,337 $ 334,842 ================= ================= LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable......................................................... $ 15,863 $ 13,879 Foreign income taxes payable............................................. 5,979 4,630 Accrued expenses and other liabilities................................... 17,854 20,246 Accrued interest payable................................................. 5,525 14,066 Revolving credit facilities.............................................. - 3,600 9.75% Senior Notes due 2011.............................................. 241,176 241,136 16.0% Senior Notes due 2012.............................................. 42,070 42,070 13.95% Senior Subordinated Notes due 2012................................ 41,652 41,652 Other long-term debt..................................................... 105 73 Shareholders' equity: Common stock, $1 par value: 100,000 shares authorized; 19,865 shares issued and outstanding at June 30, 2004 and September 30, 2004................................................... - - Additional paid-in capital........................................... 61,481 61,481 Accumulated deficit.................................................. (120,916) (121,007) Accumulated other comprehensive income............................... 13,813 18,281 Treasury stock at cost; 107 shares at June 30, 2004 and September 30, 2004.......................................... (956) (956) Management equity loan............................................... (4,309) (4,309) ----------------- ----------------- Total shareholders' equity............................................... (50,887) (46,510) ----------------- ----------------- $ 319,337 $ 334,842 ================= ================= See notes to interim unaudited consolidated financial statements. 3 DOLLAR FINANCIAL CORP. INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands) Three Months Ended September 30, ------------------------------ 2003 2004 -------------- ------------ Revenues: Check cashing............................................. $ 28,122 $ 30,362 Consumer lending: Fees from consumer lending.............................. 28,861 36,642 Provision for loan losses and adjustment to servicing revenue..................................... (7,399) (9,437) -------------- ------------ Consumer lending, net..................................... 21,462 27,205 Money transfer fees....................................... 3,081 3,508 Other 4,325 5,082 -------------- ------------ Total revenues............................................... 56,990 66,157 Store and regional expenses: Salaries and benefits..................................... 18,777 19,837 Occupancy................................................. 4,864 5,391 Depreciation.............................................. 1,448 1,743 Returned checks, net and cash shortages................... 2,538 2,481 Telephone and telecommunication........................... 1,562 1,434 Advertising............................................... 1,618 2,823 Bank charges.............................................. 1,103 935 Armored carrier expenses.................................. 729 825 Other..................................................... 5,415 6,906 -------------- ------------ Total store and regional expenses............................ 38,054 42,375 Corporate expenses........................................... 7,241 9,544 Management fee ........................................... 250 277 Losses on store closings and sales .......................... 60 86 Other depreciation and amortization.......................... 958 943 Interest expense (net of interest income of $104 and $105)... 9,184 9,669 -------------- ------------ Income before income taxes................................... 1,243 3,263 Income tax provision......................................... 3,844 3,354 -------------- ------------ Net loss..................................................... $ (2,601) $ (91) ============== ============ See notes to interim unaudited consolidated financial statements. 4 DOLLAR FINANCIAL CORP. INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Three Months Ended September 30, ------------------------------------ 2003 2004 --------------- -------------- Cash flows from operating activities: Net loss........................................................................ $ (2,601) $ (91) Adjustments to reconcile net income to net cash provided by operating activities: Accretion of interest expense from 13% Senior Discount Notes............... 3,910 - Depreciation and amortization.............................................. 2,947 3,071 Losses on store closings and sales......................................... 60 - Deferred tax benefit....................................................... (197) (150) Change in assets and liabilities (net of effect of acquisitions): (Increase) decrease in loans and other receivables..................... (1,061) 1,087 Decrease in income taxes receivable.................................... 174 574 Increase in prepaid expenses and other................................. (13) (1,538) Increase in accounts payable, income taxes payable, accrued expenses and other liabilities and accrued interest payable..................................................... 3,220 7,139 --------------- -------------- Net cash provided by operating activities....................................... 6,439 10,092 Cash flows from investing activities: Acquisitions, net of cash acquired............................................ - (347) Additions to property and equipment........................................... (1,415) (2,116) --------------- -------------- Net cash used in investing activities........................................... (1,415) (2,463) Cash flows from financing activities: Other debt payments .......................................................... (63) (32) Net (decrease) increase in revolving credit facilities........................ (13,751) 3,600 Payment of debt issuance costs................................................ (175) (31) --------------- -------------- Net cash (used in) provided by financing activities............................. (13,989) 3,537 Effect of exchange rate changes on cash and cash equivalents.................... 1,075 1,479 --------------- -------------- Net (decrease) increase in cash and cash equivalents............................ (7,890) 12,645 Cash and cash equivalents at beginning of period................................ 71,809 69,270 --------------- -------------- Cash and cash equivalents at end of period...................................... $ 63,919 $ 81,915 =============== ============== See notes to interim unaudited consolidated financial statements. 5 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"). Dollar Financial Corp. is the parent company of Dollar Financial Group, Inc. ("OPCO"). The activities of Dollar Financial Corp. consist primarily of its investment in OPCO. Dollar Financial Corp. has no employees or operating activities. 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. 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 the current period presentation. Operations Dollar Financial Corp. was organized in 1990 under the laws of the State of Delaware. The activities of Dollar Financial Corp. consist primarily of its investment in OPCO. Dollar Financial Corp. has no employees or operating activities as of September 30, 2004. The Company, through its subsidiaries, provides retail financial services to the general public through a network of 1,122 locations (of which 650 are company-operated) operating as Money Mart(R), The Money Shop, Loan Mart(R) and Insta-Cheques in 17 states, the District of Columbia, Canada and the United Kingdom. The services provided at the Company's retail locations include check cashing, short-term consumer loans, sale of money orders, money transfer services and various other related services. Also, the Company's subsidiary, Money Mart Express(R), services and originates short-term consumer loans through 377 independent document transmitters in 15 states. 6 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) 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 they are not required to be provided herein and management has determined that their presentation would not be material to investors. The accompanying tables set forth the condensed consolidating balance sheets at September 30, 2004 and June 30, 2004, and the condensed consolidating statements of operations and cash flows for the three month periods ended September 30, 2004 and 2003 of the Company, OPCO, the combined Guarantor subsidiaries, the combined non-Guarantor subsidiaries and the consolidated Company. 7 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) CONSOLIDATING BALANCE SHEETS September 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 $ 31,182 $ 50,729 $ - $ 81,915 Loans receivable.................................... - 4,852 24,838 - 29,690 Less: Allowance for loan losses..................... - 601 1,795 - 2,396 ------------------------------------------------------------------------------- Loans receivable, net............................... - 4,251 23,043 - 27,294 Other consumer lending receivables.................. - 6,617 - - 6,617 Other receivables................................... - 3,002 2,207 (1,717) 3,492 Income taxes receivable............................. - 945 4,606 - 5,551 Prepaid expenses.................................... - 2,290 7,430 - 9,720 Deferred tax asset.................................. - - 150 - 150 Notes and interest receivable-officers.............. 1,496 3,662 - - 5,158 Due from affiliates................................. - 63,862 - (63,862) - Due from parent..................................... - 6,103 - (6,103) - Property and equipment, net......................... - 9,823 18,409 - 28,232 Goodwill and other intangibles, net................. - 56,506 95,141 - 151,647 Debt issuance costs, net............................ 260 10,773 - - 11,033 Investment in subsidiaries.......................... 45,856 282,295 6,705 (334,856) - Other assets........................................ 1,785 470 1,778 - 4,033 ------------------------------------------------------------------------------- $ 49,401 $ 481,781 $ 210,198 $ (406,538) $ 334,842 ================================================================ =============== Liabilities and shareholders' equity Accounts payable.................................... $ - $ 4,848 $ 9,031 $ - $ 13,879 Foreign income taxes payable........................ - - 4,630 - 4,630 Accrued expenses and other liabilities.............. 1,196 7,524 11,526 - 20,246 Accrued interest payable............................ 4,890 8,861 2,032 (1,717) 14,066 Due to affiliates................................... 6,103 - 63,862 (69,965) - Revolving credit facilities......................... - 3,600 - - 3,600 9.75% Senior Notes due 2011......................... - 241,136 - - 241,136 16.0% Senior Notes due 2012......................... 42,070 - - - 42,070 13.95% Senior Subordinated Notes due 2012........... 41,652 - - - 41,652 Other long-term debt................................ - 67 6 - 73 ------------------------------------------------------------------------------- 95,911 266,036 91,087 (71,682) 381,352 Shareholders' equity: Common stock..................................... - - - - - Additional paid-in capital....................... 50,384 104,926 27,304 (121,133) 61,481 (Accumulated deficit) retained earnings.......... (109,910) 87,755 79,183 (178,035) (121,007) Accumulated other comprehensive income........... 18,281 23,064 12,624 (35,688) 18,281 Treasury stock................................... (956) - - - (956) Management equity loan........................... (4,309) - - - (4,309) ------------------------------------------------------------------------------- Total shareholders' (deficit) equity................ (46,510) 215,745 119,111 (334,856) (46,510) ------------------------------------------------------------------------------- $ 49,401 $ 481,781 $ 210,198 $ (406,538) $ 334,842 =============================================================================== 8 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended September 30, 2004 (In thousands) Dollar Financial Group, Inc. Subsidiary Dollar and Subsidiary Non- Financial Corp. Guarantors Guarantors Eliminations Consolidated ------------------------------------------------------------------------------------ Revenues: Check cashing............................ $ - $ 10,721 $ 19,641 $ - $ 30,362 Consumer lending, net: Fees from consumer lending............. - 19,694 16,948 - 36,642 Provision for loan losses and adjustment to servicing revenue...... - (5,730) (3,707) - (9,437) ------------------------------------------------------------------------------------ Consumer lending, net.................... - 13,964 13,241 - 27,205 Money transfer fees...................... - 1,057 2,451 - 3,508 Other.................................... - 628 4,454 - 5,082 ------------------------------------------------------------------------------------ Total revenue............................... - 26,370 39,787 - 66,157 Store and regional expenses: Salaries and benefits.................... - 10,538 9,299 - 19,837 Occupancy................................ - 2,820 2,571 - 5,391 Depreciation............................. - 943 800 - 1,743 Returned checks, net and cash shortages.. - 1,138 1,343 - 2,481 Telephone and telecommunication.......... - 950 484 - 1,434 Advertising.............................. - 1,065 1,758 - 2,823 Bank charges............................. - 492 443 - 935 Armored carrier services................. - 369 456 - 825 Other.................................... - 3,329 3,577 - 6,906 ------------------------------------------------------------------------------------ Total store and regional expenses........... - 21,644 20,731 - 42,375 Corporate expenses.......................... - 4,237 5,307 - 9,544 Management fee.............................. 277 (678) 678 - 277 Losses on store closings and sales.......... - 86 - - 86 Other depreciation and amortization......... - 585 358 - 943 Interest expense............................ 3,185 5,422 1,062 - 9,669 Equity in subsidiary........................ (3,371) - - 3,371 - ------------------------------------------------------------------------------------ (Loss) income before income taxes .......... (91) (4,926) 11,651 (3,371) 3,263 Income tax (benefit) provision.............. - (882) 4,236 - 3,354 ------------------------------------------------------------------------------------ Net (loss) income ......................... $ (91) $ (4,044) $ 7,415 $ (3,371) $ (91) ==================================================================================== 9 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended September 30, 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......................................... $ (91) $ (4,044) $ 7,415 $ (3,371) $ (91) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Undistributed income of subsidiaries................. (3,371) - - 3,371 - Depreciation and amortization........................ 8 1,905 1,158 - 3,071 Deferred tax benefit................................. - - (150) - (150) Changes in assets and liabilities: (Increase) decrease in loans and other receivables. (65) (650) 369 1,433 1,087 (Increase) decrease in income taxes receivable..... - (510) 1,511 (427) 574 Increase in prepaid expenses and other............. (393) (537) (608) - (1,538) Increase in accounts payable, income taxes payable, accrued expenses and other liabilities and accrued interest payable ........ 3,491 4,316 338 (1,006) 7,139 ------------------------------------------------------------------------- Net cash (used in) provided by operating activities....... (421) 480 10,033 - 10,092 Cash flows from investing activities: Acquisitions, net of cash acquired........................ - - (347) - (347) Additions to property and equipment....................... - (385) (1,731) - (2,116) Net decrease in due from affiliates....................... - 1,707 - (1,707) - ------------------------------------------------------------------------- Net cash provided by (used in) investing activities....... - 1,322 (2,078) (1,707) (2,463) Cash flows from financing activities: Other debt payments....................................... - (26) (6) - (32) Net increase in revolving credit facilities............... - 3,600 - - 3,600 Payment of debt issuance costs............................ - (31) - - (31) Net increase (decrease) in due to affiliates and due from parent.......................................... 421 (1,287) (841) 1,707 - ------------------------------------------------------------------------- Net cash provided by (used in) financing activities....... 421 2,256 (847) 1,707 3,537 Effect of exchange rate changes on cash and cash equivalents - - 1,479 - 1,479 ------------------------------------------------------------------------- Net increase in cash and cash equivalents................. - 4,058 8,587 - 12,645 Cash and cash equivalents at beginning of period.......... 4 27,124 42,142 - 69,270 ------------------------------------------------------------------------- Cash and cash equivalents at end of period................ $ 4 $ 31,182 $ 50,729 $ - $ 81,915 ========================================================================= 10 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) CONSOLIDATING BALANCE SHEETS June 30, 2004 (In thousands) Dollar Financial Dollar Group, Inc. and Subsidiary Financial Subsidiary Non- Corp. Guarantors Guarantors Eliminations Consolidated ------------------------------------------------------------------------------------ Assets Cash and cash equivalents...................... $ 4 $ 27,124 $ 42,142 $ - $ 69,270 Loans receivable .............................. - 4,838 24,278 - 29,116 Less: Allowance for loan losses................ - 694 1,621 - 2,315 ------------------------------------------------------------------------------------ Loans receivable, net.......................... - 4,144 22,657 - 26,801 Other consumer lending receivables............. - 7,404 - - 7,404 Other receivables.............................. - 1,711 2,360 (284) 3,787 Income taxes receivable........................ - 2,955 6,117 (2,947) 6,125 Prepaid expenses............................... - 1,772 7,389 - 9,161 Notes and interest receivable-officers......... 1,431 3,623 - - 5,054 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 1,381 - 3,224 ------------------------------------------------------------------------------------ $ 41,112 $ 452,372 $ 198,363 $(372,510) $ 319,337 ==================================================================================== Liabilities and shareholders' equity Accounts payable............................... $ - $ 6,466 $ 9,397 $ - $ 15,863 Foreign income taxes payable................... - - 5,979 - 5,979 Income taxes payable........................... - 2,947 - (2,947) - 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 ------------------------------------------------------------------------------------ 91,999 260,714 90,215 (72,704) 370,224 Shareholders' (deficit) equity: Common stock................................ - - - - - Additional paid-in capital.................. 50,384 104,926 27,304 (121,133) 61,481 (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 $ 452,372 $ 198,363 $(372,510) $ 319,337 ==================================================================================== 11 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended September 30, 2003 (In thousands) Dollar Financial Group, Inc. Subsidiary Dollar and Subsidiary Non- Financial Corp. Guarantors Guarantors Eliminations Consolidated ------------------------------------------------------------------------------------ Revenues: Check cashing..............................$ - $ 11,363 $ 16,759 $ - $ 28,122 Consumer lending, net: Fees from consumer lending................. - 18,172 10,689 - 28,861 Provision for loan losses and adjustment to servicing revenue................... - (5,437) (1,962) - (7,399) ------------------------------------------------------------------------------------ Consumer lending, net...................... - 12,735 8,727 - 21,462 Money transfer fees........................ - 1,110 1,971 - 3,081 Other...................................... - 883 3,442 - 4,325 ------------------------------------------------------------------------------------ Total revenue................................. - 26,091 30,899 - 56,990 Store and regional expenses: Salaries and benefits...................... - 10,623 8,154 - 18,777 Occupancy.................................. - 2,840 2,024 - 4,864 Depreciation............................... - 794 654 - 1,448 Returned checks, net and cash shortages.... - 1,154 1,384 - 2,538 Telephone and telecommunication............ - 1,078 484 - 1,562 Advertising................................ - 832 786 - 1,618 Bank charges............................... - 700 403 - 1,103 Armored carrier services................... - 327 402 - 729 Other...................................... - 2,978 2,437 - 5,415 ------------------------------------------------------------------------------------ Total store and regional expenses............. - 21,326 16,728 - 38,054 Corporate expenses............................ - 3,626 3,615 - 7,241 Management fee................................ 250 (542) 542 - 250 Losses on store closings and sales........... - 60 - - 60 Other depreciation and amortization........... - 557 401 - 958 Interest expense.............................. 3,937 3,462 1,785 - 9,184 Equity in subsidiary......................... (1,142) - - 1,142 - ------------------------------------------------------------------------------------ (Loss) income before income taxes ............ (3,045) (2,398) 7,828 (1,142) 1,243 Income tax (benefit) provision................ (444) 324 3,964 - 3,844 ------------------------------------------------------------------------------------ Net (loss) income .......................... $ (2,601) $ (2,722) $ 3,864 $ (1,142) $ (2,601) ==================================================================================== 12 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended September 30, 2003 (In thousands) Dollar Financial Group, Inc. Subsidiary Dollar and Subsidiary Non- Financial Corp. Guarantors Guarantors Eliminations Consolidated -------------------------------------------------------------------------- Cash flows from operating activities: Net (loss) income......................................... $ (2,601) $ (2,722) $ 3,864 $ (1,142) $ (2,601) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Undistributed income of subsidiaries................. (1,142) - - 1,142 - Accretion of interest expense from 13.0% Senior Discount Notes..................................... 3,910 - - - 3,910 Depreciation and amortization........................ 91 1,800 1,056 - 2,947 Losses on store closings and sales................... - 60 - - 60 Deferred tax (benefit) provision..................... (618) 421 - - (197) Changes in assets and liabilities: (Increase) decrease in loans and other receivables................................... (65) 924 (2,108) 318 (931) Decrease (increase) in income taxes receivable... 174 (2,619) (239) 2,213 (471) Decrease (increase) in prepaid expenses and other......................................... - 148 (161) - (13) Increase (decrease) in accounts payable, income taxes payable, accrued expenses and other liabilities and accrued interest payable ..... 1 6,742 (477) (2,531) 3,735 -------------------------------------------------------------------------- Net cash (used in) provided by operating activities....... (250) 4,754 1,935 - 6,439 Cash flows from investing activities: Additions to property and equipment....................... - (429) (986) - (1,415) Net increase in due from affiliates....................... - (10,008) - 10,008 - -------------------------------------------------------------------------- Net cash used in investing activities..................... - (10,437) (986) 10,008 (1,415) Cash flows from financing activities: Other debt payments....................................... - - (63) - (63) Net increase in revolving credit facilities............... - (12,989) (762) - (13,751) Payment of debt issuance costs............................ - (175) - - (175) Net increase (decrease) in due to affiliates and due from parent............................................ 250 16,228 (6,470) (10,008) - -------------------------------------------------------------------------- Net cash provided by (used in) financing activities....... 250 3,064 (7,295) (10,008) (13,989) Effect of exchange rate changes on cash and cash 1,075 equivalents - - - 1,075 -------------------------------------------------------------------------- Net decrease in cash and cash equivalents................. - (2,619) (5,271) - (7,890) Cash and cash equivalents at beginning of period.......... 4 34,194 37,611 - 71,809 -------------------------------------------------------------------------- Cash and cash equivalents at end of period................ $ 4 $ 31,575 $ 32,340 $ - $ 63,919 ========================================================================== 13 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, which is deemed to have a definite life of two years and will continue to be amortized through January 2005. Amortization for this covenant not to compete for the three months ended September 30, 2004 was $8,000. The amortization expense for the covenant not to compete will be as follows: Year Amount (in thousands) -------------------------------------------- 2005 $ 20.0 The following table reflects the components of intangible assets (in thousands): June 30, 2004 September 30, 2004 ------------------------------------------ ---------------------------------------- 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 $ 172,012 $ 20,376 Amortized intangible assets: Covenants not to compete 2,452 2,433 2,490 2,479 4. COMPREHENSIVE (LOSS) INCOME Comprehensive (loss) income 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 hedges. The following shows the comprehensive (loss) income for the periods stated (in thousands): Three Months Ended September 30, ---------------------------------- 2003 2004 -------------- --------------- Net loss $ (2,601) $ (91) Foreign currency translation adjustment (261) 4,758 Fair value adjustments for cash flow hedges - (290) -------------- --------------- Total comprehensive (loss) income $ (2,862) $ 4,377 ============== =============== 14 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) 5. Losses on Store Closings and Sales For the fiscal year ended June 30, 2003, the Company closed 27 underperforming stores and consolidated and relocated certain non-operating functions to reduce costs and increase efficiencies. Costs incurred with the restructuring are comprised of severance and other retention benefits to employees who were involuntarily terminated and store closure costs related to the locations the Company will no longer utilize. During the fiscal year ended June 30, 2003, the Company recorded costs for severance and other retention benefits of $1.7 million and store closure costs of $1.6 million consisting primarily of lease obligations and leasehold improvement write-offs. These charges were expensed within "Losses on store closings and sales" on the Consolidated Statements of Operations. The restructuring was completed by the fiscal year end. All of the locations that were closed and for which the workforce was reduced are included in the United States geographic segment. The Company, as required, adopted Financial Accounting Standards Board Statement No. 146, Accounting for Costs Associated with Disposal or Exit Activities, on January 1, 2003. Following is a reconciliation of the beginning and ending balances of the restructuring liability (in millions): Severance and Other Store Closure Retention Benefits Costs Total -------------------------------------------------------------- Balance at June 30, 2003 $ 1.2 $ 0.2 $ 1.4 Charge recorded in earnings - - - Reclassification (0.7) 0.7 - Amounts paid (0.5) (0.5) (1.0) Non-cash charges - - - -------------------------------------------------------------- Balance at June 30, 2004 $ - $ 0.4 $ 0.4 Charge recorded in earnings - - - Reclassification - - - Amounts paid - - - Non-cash charges - - - -------------------------------------------------------------- Balance at September 30, 2004 $ - $ 0.4 $ 0.4 ============================================================== The Company also expenses costs related to the closure of stores in the normal course of its business. Costs directly expensed for the three months ended September 30, 2004 and 2003 were $86,000 and $60,000, respectively. 15 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 ended September 30, 2003 United States Canada Kingdom Total ----------------- ------------- -------------- --------------- Identifiable assets $ 144,518 $ 84,082 $ 77,283 $ 305,883 Goodwill and other intangibles, net 56,566 38,535 48,688 143,789 Sales to unaffiliated customers Check cashing 11,363 9,644 7,115 28,122 Consumer lending: Fees from consumer lending 18,172 6,762 3,927 28,861 Provision for loan losses and adjustment to servicing revenue (5,437) (1,003) (959) (7,399) ----------------- ------------- -------------- --------------- Consumer lending, net 12,735 5,759 2,968 21,462 Money transfer fees 1,110 1,410 561 3,081 Other 883 2,527 915 4,325 ----------------- ------------- -------------- --------------- Total sales to unaffiliated customers 26,091 19,340 11,559 56,990 Interest revenue 104 - - 104 Interest expense 7,503 783 1,002 9,288 Depreciation and amortization 1,350 556 500 2,406 Losses on store closings and sales 60 - - 60 (Loss) income before income taxes (6,585) 5,729 2,099 1,243 Income tax (benefit) provision (120) 2,827 1,137 3,844 As of and for the three months ended September 30, 2004 Identifiable assets $ 136,521 $ 99,068 $ 99,253 $ 334,842 Goodwill and other intangibles, net 56,506 41,173 53,968 151,647 Sales to unaffiliated customers Check cashing 10,720 10,400 9,242 30,362 Consumer lending: Fees from consumer lending 19,693 11,497 5,452 36,642 Provision for loan losses and adjustment to servicing revenue (5,731) (1,917) (1,789) (9,437) ----------------- ------------- -------------- --------------- Consumer lending, net 13,962 9,580 3,663 27,205 Money transfer fees 1,057 1,621 830 3,508 Other 630 3,120 1,332 5,082 ----------------- ------------- -------------- --------------- Total sales to unaffiliated customers 26,369 24,721 15,067 66,157 Interest revenue 105 - - 105 Interest expense 8,712 324 738 9,774 Depreciation and amortization 1,528 690 468 2,686 Losses on store closings and sales 86 - - 86 (Loss) income before income taxes (8,390) 8,463 3,190 3,263 Income tax (benefit) provision (882) 3,241 995 3,354 16 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 September 30, 2004, the Company held put options with an aggregate notional value of $(CAN) 36.0 million and (pound)(GBP) 6.3 million to protect the currency exposure in Canada and the United Kingdom throughout fiscal year 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 September 30, 2004 no amounts were excluded from the assessment of hedge effectiveness. There was no ineffectiveness in the Company's cash flow hedges for the three months ended September 30, 2004. As of September 30,2 004, amounts related to derivatives qualifying as cash flow hedges amounted to a reduction of shareholders' equity of $290,000 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 September 30, 2004 was $88,000 and is included in other assets on the balance sheet. Although the Company's revolving credit facility and overdraft credit facilities carry variable rates of interest, most of the 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 October 21, 2003, a former customer, Kenneth D. Mortillaro, commenced an action against the Company's Canadian subsidiary on behalf of a purported class of Canadian borrowers (except those residing in British Columbia and Quebec) who, Mortillaro 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 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. On December 23, 2003, the Company was served with the statement of claim in an action brought in the Ontario Superior Court of Justice by another former customer, Margaret Smith. The allegations and putative class in the Smith action are substantially the same as those in the Mortillaro action. 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 motion to stay the action and to compel arbitration of MacKinnon's claims, as required by his agreement with the Company, was denied; the Company 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. The Company believes it has meritorious defenses to each of these actions and intends to defend them vigorously. Similar class actions have been threatened against the Company in other provinces of Canada, but the Company has not been served with the statements of claim in any such actions to date. The Company believes that any possible claims in these actions, if they are served, will likely be 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 17 DOLLAR FINANCIAL CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D) 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. DEFERRED OFFERING COSTS Through September 30, 2004, the Company incurred approximately $1.8 million of costs in connection with a proposed public offering of its common stock. These costs are included in "Other Assets" on the Company's balance sheet. In August 2004, the Company announced that it had postponed its proposed public offering due to market conditions. If the proposed offering were to be permanently abandoned, the costs incurred would be charged to expense in the period the decision is made. If the proposed offering is successful, the contribution to shareholders' equity will be reduced by these costs. 18 DOLLAR FINANCIAL CORP. SUPPLEMENTAL STATISTICAL DATA September 30, Company Operating Data: 2003 2004 ------------- ------------- Stores in operation: Company-owned............................................. 625 650 Franchised stores and check cashing merchants............. 455 472 ----- ----- Total........................................................ 1,080 1,122 ===== ===== -------------------------------------------------------------------------------------------- Three Months Ended September 30, ---------------------------- Operating Data: 2003 2004 ------------ ----------- Face amount of checks cashed (in millions)................... $ 770 $ 816 Face amount of average check................................. $ 367 $ 392 Face amount of average check (excluding Canada and the United Kingdom).................................................. $ 354 $ 369 Average fee per check........................................ $ 13.41 $ 14.58 Number of checks cashed (in thousands)....................... 2,097 2,083 -------------------------------------------------------------------------------------------- Three Months Ended September 30, ---------------------------- Collections Data: 2003 2004 ------------ ----------- Face amount of returned checks (in thousands)................ $ 7,635 $ 7,601 Collections (in thousands)................................... 5,496 5,374 ------------ ----------- Net write-offs (in thousands)................................ $ 2,139 $ 2,227 ============ =========== Collections as a percentage of returned checks........................................... 72.0% 70.7% Net write-offs as a percentage of check cashing revenues.................................... 7.6% 7.3% Net write-offs as a percentage of the face amount of checks cashed.............................. 0.27% 0.27% The following table presents a summary of the Company's consumer lending originations, which includes loan extensions, and revenues for the following periods (in thousands): 19 Three Months Ended September 30, ----------------------------------- 2003 2004 ----------------------------------- U.S. company funded consumer loan originations(1)......... $ 14,268 $ 18,562 Canadian company funded consumer loan originations(2)..... 75,574 107,141 U.K. company funded consumer loan originations(2)......... 26,439 42,698 ----------------------------------- Total company funded consumer loan originations........ $ 116,281 $ 168,401 =================================== Servicing revenues, net................................... $ 11,413 $ 12,150 U.S. company funded consumer loan revenues................ 2,156 2,776 Canadian company funded consumer loan revenues............ 6,762 11,497 U.K. company funded consumer loan revenues................ 3,927 5,452 Provision for loan losses on company funded loans......... (2,796) (4,670) ----------------------------------- Total consumer lending revenues, net................... $ 21,462 $ 27,205 =================================== Gross charge-offs of company funded consumer loans........ $ 10,790 $ 16,078 Recoveries of company funded consumer loans............... 8,314 11,468 ----------------------------------- Net charge-offs on company funded consumer loans.......... $ 2,476 $ 4,610 =================================== Gross charge-offs of company funded consumer loans as a percentage of total company funded consumer loan originations...................................... 9.3% 9.5% Recoveries of company funded consumer loans as a percentage of total company funded consumer loan originations...................................... 7.1% 6.8% Net charge-offs on company funded consumer loans as a percentage of total company funded consumer loan originations...................................... 2.1% 2.7% (1) Our company operated stores and document transmitter locations in the United States originate company funded and bank funded 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. Three Months Ended September 30, ---------------------------- 2003 2004 ---------------------------- U.S. stores originating company funded loans.................. 43 43 U.S. stores originating bank funded loans..................... 275 276 ---------------------------- Total U.S. stores originating short-term consumer loans....... 318 319 ============================ 20 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 periods ended September 30, 2003 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 September 30, 2004. General Dollar Financial Corp. is the parent company of Dollar Financial Group, Inc. and its wholly owned subsidiaries. We are a leading international financial services company serving under-banked consumers. Our customers are typically lower- and middle-income working-class individuals who require basic financial services but, for reasons of convenience and accessibility, purchase some or all of their financial services from us rather than banks and other financial institutions. To serve this market, we have a network of 1,122 stores, including 650 company-operated stores, in 17 states, the District of Columbia, Canada and the United Kingdom. Our store network represents the second-largest network of its kind in the United States and the largest network of its kind in each of Canada and the United Kingdom. We provide a diverse range of consumer financial products and services primarily consisting of check cashing, short-term consumer loans, money orders and money transfers. For the three-months ended September 30, 2004, we generated revenue of $66.2 million, an increase of 16.1% over the same period in the prior year. In our opinion, we have included all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of our financial position at September 30, 2004 and the results of operations for the three months ended September 30, 2004 and 2003. The results for the three months ended September 30, 2004 are not necessarily indicative of the results for the full fiscal year and should be read in conjunction with our unaudited financial statements included in this filing and our audited consolidated financial statements included in our Annual Report on Form 10-K (File No. 333-111473-02) for the fiscal year ended June 30, 2004. We have filed a registration statement on Form S-1 with the Securities and Exchange Commission for a proposed initial public offering of common stock. This Form 10-Q shall not constitute an offer to sell or a solicitation of an offer to buy, and there shall not be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. 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 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: Revenue Recognition With respect to company-operated stores, revenue 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, which have terms ranging from 1 to 37 days, revenue is 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." 21 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, that 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 are 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 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 $1.3 million at September 30, 2003 and $1.5 million at September 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 did not change significantly during the periods ended September 30, 2004 and September 30, 2003, and during these periods the loss rates on loans declined. As a result of these factors, we did not increase our reserve for servicing fee adjustments. We serviced $106 million loans for County Bank and First Bank during the first three months of fiscal 2005 and $102 million during the first three months of fiscal 2004. At September 30, 2004 and 2003 the amount of outstanding loans were $15.9 million and $15.2 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 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. 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 returned checks, net and cash shortages in the consolidated statements of operations. 22 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. Deferred Offering Cost Through September 30, 2004, the Company incurred approximately $1.8 million of costs in connection with a proposed public offering of its common stock. These costs are included in "Other Assets" on the Company's balance sheet. In August 2004, the Company announced that it had postponed its proposed public offering due to market conditions. If the proposed offering were to be permanently abandoned, the costs incurred would be charged to expense in the period the decision is made. If the proposed offering is successful, the contribution to shareholders' equity will be reduced by these costs. Income Taxes As part of the process of preparing our consolidated financial statements we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating the actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the consolidated balance sheet. An assessment is then made of the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not likely, we must establish a valuation allowance. Results of Operations Revenue Analysis Three Months Ended September 30, ------------------------------------------------ (Percentage of ($ in thousands) total revenue) -------------------------- ------------------ 2003 2004 2003 2004 ----------- ----------- ------- ------- Check cashing.............. $ 28,122 $ 30,362 49.3% 45.9% Consumer lending revenues, net 21,462 27,205 37.7 41.1 Money transfer fees........ 3,081 3,508 5.4 5.3 Other revenue.............. 4,325 5,082 7.6 7.7 ----------- ------------ ------- ------- Total revenue.............. $ 56,990 $ 66,157 100.0% 100.0% =========== ============ ======= ======= QUARTERLY COMPARISON Total revenues were $66.2 million for the three months ended September 30, 2004 compared to $57.0 million for the three months ended September 30, 2003, an increase of $9.2 million or 16.1%. Comparable retail store, franchised store and document transmitter sales for the entire period increased $9.0 million or 15.9%. New store openings accounted for an increase of $748,000 while closed stores accounted for a decrease of $629,000. A stronger British pound and Canadian dollar positively impacted revenue by $2.6 million for the quarter as compared to the same period in the prior year. In addition to the currency benefit, revenues in the United Kingdom for the quarter increased by $2.0 million primarily related to revenues from check cashing and consumer loan products. Revenues from our Canadian subsidiary for the quarter increased $4.3 million after adjusting for the favorable exchange rate. In addition to pricing adjustments made to the short-term consumer loan product in late fiscal 2004, this increase is also a result of higher loan amounts offered in the first quarter of fiscal 2005 due to a criteria change in the short-term consumer loan product. 23 Store and Regional Expense Analysis Three Months Ended September 30, ------------------------------------------------ (Percentage of ($ in thousands) total revenue) --------------------------- ----------------- 2003 2004 2003 2004 ----------- ------------ ------- ------- Salaries and benefits...... $ 18,777 $ 19,837 33.0% 30.0% Occupancy.................. 4,864 5,391 8.5 8.2 Depreciation............... 1,448 1,743 2.5 2.6 Returned checks, net and cash shortages.......... 2,538 2,481 4.5 3.8 Telephone and telecommunications...... 1,562 1,434 2.7 2.2 Advertising................ 1,618 2,823 2.9 4.3 Bank charges............... 1,103 935 1.9 1.4 Armored carrier service.... 729 825 1.3 1.2 Other...................... 5,415 6,906 9.5 10.4 ----------- ------------ ------- ------- Total store and regional expenses ............... $ 38,054 $ 42,375 66.8% 64.1% =========== ============ ======= ======= QUARTERLY COMPARISON Store and regional expenses were $42.4 million for the three months ended September 30, 2004 compared to $38.1 million for the three months ended September 30, 2003, an increase of $4.3 million or 11.4%. The impact of foreign currencies accounted for $1.4 million of this increase. New store openings accounted for an increase of $696,000 while closed stores accounted for a decrease of $46,000. Comparable retail store and franchised store expenses for the entire period increased $3.5 million. For the three months ended September 30, 2004 total store and regional expenses decreased to 64.1% of total revenue compared to 66.8% of total revenue for the three months ended September 30, 2003. After adjusting for the impact of the changes in exchange rates, store and regional expenses increased $1.6 million in Canada, $956,000 in the United Kingdom and $318,000 in the U.S. The increase in Canada was primarily due to increases of $414,000 in salaries, $211,000 in occupancy expenses, $305,000 in advertising and $700,000 in various other operating expenses, all of which are commensurate with the overall growth in Canadian revenues. In the United Kingdom, the increase was primarily related to increases of $594,000 in advertising and $159,000 in occupancy costs. The advertising increase is primarily associated with a television ad campaign. Other Expense Analysis Three Months Ended September 30, --------------------------------------------- (Percentage of ($ in thousands) total revenue) ---------------------- ------------------- 2003 2004 2003 2004 -------- --------- ------- -------- Corporate expenses................... $ 7,241 $ 9,544 12.7% 14.4% Management fee....................... 250 277 0.4 0.4 Loss on store closings and sales..... 60 86 0.1 0.1 Other depreciation and amortization.. 958 943 1.7 1.4 Interest expense, net................ 9,184 9,669 16.1 14.6 Income tax provision................. 3,844 3,354 6.7 5.1 QUARTERLY COMPARISON Corporate Expenses Corporate expenses were $9.5 million for the three months ended September 30, 2004 compared to $7.2 million for the three months ended September 30, 2003. For the three months ended September 30, 2004, corporate expenses increased to 14.4% of total revenue compared to 12.7% of total revenue for the three months ended September 30, 2003. A further weakening of the U.S. dollar in the current quarter compared to the same period in the prior year negatively impacted corporate expenses by $328,000. In addition, increased accrued expenses for incentive compensation related to a strong year to date earnings performance and legal and professional fees related to the class action lawsuits (see Note 8) contributed to the increase in corporate expenses over the prior year. 24 Management Fees Management fees accrued for Leonard Green & Partners, L.P. under a management services agreement were $277,000 for the three months ended September 30, 2004 and $250,000 for the three months ended September 30, 2003. Losses on Store Closings and Sales Losses on store closings and sales was $86,000 for the three months ended September 30, 2004 compared to $60,000 for the three months ended September 30, 2003. Interest Expense Interest expense was $9.7 million for the three months ended September 30, 2004 compared to $9.2 million for the three months ended September 30, 2003, an increase of $500,000 or 5.2%. The increased interest on the incremental long-term debt outstanding after the refinancing accounted for $2.7 million of the increase in total interest expense. Offsetting these increases were declines of $600,000 in interest on our revolving credit facility and $300,000 on the collateralized borrowing that was in place in fiscal 2004. The decline in our revolving credit facility is a result of using a portion of the proceeds from the issuance of the new notes to pay down the entire outstanding revolving credit balance on November 13, 2003. Income Tax Provision The provision for income taxes was $3.4 million for the three months ended September 30, 2004 compared to a provision of $3.8 million for the three months ended September 30, 2003, respectively. 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 102.8% for the three months ended September 30, 2004 and 309.3% for the three months ended September 30, 2003. Due to the restructuring of our debt in fiscal 2004, 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 were reduced by a valuation allowance of $27.4 million at September 30, 2004 of which $2.9 million was provided for the three months ended September 30, 2004. Following our refinancing in November, 2003, we no longer accrue U.S. tax on foreign earnings. The amount of such tax was $1.5 million for the three months ended September 30, 2003. 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 three months ended September 30, 2004, cash and cash equivalents increased $12.6 million. Net cash provided by operations was $10.1 million compared to cash provided of $6.4 million for the three months ended September 30, 2003. The increase in net cash provided by operations was primarily the result of improved operating results. Accrued interest increased due to the timing of the semi-annual interest payments on OPCO's 9.75% Senior Notes due 2011, our 16.0% Senior notes due 2012 and our 13.95% Senior Subordinated Notes due 2012. Liquidity and Capital Resources On November 13, 2003, OPCO, Inc. 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 its10.875% 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. 25 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, finance acquisitions, and finance store expansion. Net cash provided by operating activities was $10.1 million for the three months ended September 30, 2004 compared to cash provided of $6.4 million for the three months ended September 30, 2003. The increase in net cash provided by operations was primarily the result of improved operating results. Net cash used for investing activities for the three months ended September 30, 2004 was $2.5 million compared to a usage of $1.4 million for the three months ended September 30, 2003. The increase of $1.1 million is primarily attributable to higher capital spending in the current fiscal quarter compared to the same period in the previous year. For the three months ended September 30, 2004 we made capital expenditures of $2.1 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 budgeted capital expenditures, excluding acquisitions, are currently anticipated to aggregate approximately $10.0 million during our fiscal year ending June 30, 2005, for remodeling and relocation of certain existing stores and for opening new stores. Net cash provided by financing activities for the three months ended September 30, 2004 was $3.5 million compared to a usage of $14.0 million for the three months ended September 30, 2003. The increase in the three months ended September 30, 2004 was a result of an increase in the borrowings under our bank facilities of $3.6 million from $0 at June 30, 2004 compared to a $13.7 million decrease in our borrowings under our bank facilities. 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, we repaid in full all borrowings outstanding under our previously existing credit facility using a portion of the proceeds from the issuance of $220.0 million principal amount of 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 the new facility, the commitment under the new 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 asset disposals. Under the new facility, up to $20.0 million may be used in connection with letters of credit. Our borrowing capacity under the new facility is limited to the total commitment of $55.0 million less letters of credit totaling $13.25 million issued by Wells Fargo Bank, which guarantee the performance of certain of our contractual obligations. At September 30, 2004 we had $7.4 million cash in excess of our short-term borrowing needs. At September 30, 2004, our borrowing capacity was $39.5 million and there was $3.6 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 September 30, 2004. 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 September 30, 2004, long term debt consisted of $240 million principal amount of OPCO's 9.75% Senior Notes due November 15, 2011, $42.1 million of our 16.0% Senior Notes due 2012, $41.7 million of our 13.95% Senior Subordinated Notes due 2012 and $73,000 of other long-term debt. 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. 26 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 September 30, 2004, 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 -------------- ------------- ------------ ------------- -------------- Long-term debt: 9.75% Senior Notes due 2011(1).. $ 241,136 $ - $ - $ - $ 241,136 16.0% Senior Notes due 2012..... 42,070 - - - 42,070 13.95% Senior Subordinated Notes due 2012............. 41,652 - - - 41,652 Operating leases..................... 61,051 16,928 23,973 13,310 6,840 Other................................ 73 73 - - - -------------- ------------- ------------ ------------- -------------- Total contractual cash obligations... $ 385,982 $ 17,001 $ 23,973 $ 13,310 $ 331,698 ============== ============= ============ ============= ============== --------------------------------------------------------------------------------------------------------------------------- (1) $1,136 is the unamortized premium on the 9.75% Senior Notes due 2011. We are highly leveraged, 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 fund our liquidity and capital 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 increased check cashing revenues, growth in the consumer lending business, the maturity of recently opened stores and the continued expansion of new stores. 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 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 September 30, 2004 compared to June 30, 2004 Cash and cash equivalents increased to $81.9 million at September 30, 2004 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. Income taxes receivable decreased to $5.6 million at September 30, 2004 from $6.1 million at June 30, 2004 related primarily to the timing of receipts. Goodwill and other intangibles increased $3.4 million from $148.2 million at June 30, 2004 to $151.6 million at September 30, 2004 due primarily to foreign currency translation adjustments. Foreign income taxes payable decreased from $6.0 million at June 30, 2004 to $4.6 million at September 30, 2004 due primarily to the timing of payments. Accrued expenses increased to $20.2 million at September 30, 2004 from $17.9 million at June 30, 2004 due primarily to the timing of accrued payroll, increased professional fees due to the class action lawsuits and other operating expense accruals. Revolving credit facilities and long-term debt increased $3.5 million from $241.3 million at June 30, 2004 to $244.8 million at September 30, 2004. The increase is primarily related to a $3.6 million draw down on the U.S. bank facility. 27 Total shareholders' deficit decreased $4.4 million to $46.5 million from $50.9 million due to foreign translation adjustments offset in part by our net loss for the three months ended September 30, 2004. 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. 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 contains certain forward-looking statements regarding our expected performance for future periods, and actual results for such periods may materially differ. Such forward-looking statements involve risks and uncertainties, including risks of changing market conditions in the overall economy and the industry in which we operate, weakening consumer demand and other factors detailed from time to time in our annual and other reports filed with the Securities and Exchange Commission. 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. 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 and senior subordinated 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, 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 September 30, 2004, the Company held put options with an aggregate notional value of $(CAN) 36.0 million and (pound)(GBP) 6.3 million to protect the currency exposure in Canada and the United Kingdom throughout fiscal year 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 28 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 September 30, 2004 no amounts were excluded from the assessment of hedge effectiveness. There was no ineffectiveness in the Company's cash flow hedges for the three months ended September 30, 2004. As of September 30, 2004, amounts related to derivatives qualifying as cash flow hedges amounted to a reduction of shareholders' equity of $290,000 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 September 30, 2004 was $88,000 and is included in other assets on the balance sheet. Canadian operations accounted for approximately 259.4% of consolidated pre-tax earnings for the three months ended September 30, 2004. U.K. operations accounted for approximately 97.8% of consolidated pre-tax earnings for the three months ended September 30, 2004. For the three months ended September 30, 2003, Canadian operations accounted for approximately 460.9% of our pre-tax earnings and U.K operations accounted for 168.9% of our pre-tax earnings. 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 $18.6 million. 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 $3.3 million for the three months ended September 30, 2004 and $1.2 million for the three months ended September 30, 2003. This impact represents nearly 35.7% of our consolidated pre-tax earnings for the three months ended September 30, 2004 and 63.0% of our consolidated pre-tax earnings for the three months ended September 30, 2003. 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 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 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 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 September 30, 2004 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 October 21, 2003, a former customer, Kenneth D. Mortillaro, commenced an action against our Canadian subsidiary on behalf of a purported class of Canadian borrowers (except those residing in British Columbia and Quebec) who, Mortillaro 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 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. On December 23, 2003, we were served with the statement of claim in an action brought in the Ontario Superior Court of Justice by another former customer, Margaret Smith. The allegations and putative class in the Smith action are substantially the same as those in the Mortillaro action. 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 29 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 motion to stay the action and to compel arbitration of MacKinnon's claims, as required by his agreement with us, was denied; we 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. We believe we have meritorious defenses to each of these actions and intend to defend them vigorously. Similar class actions have been threatened against us in other provinces of Canada, but we have not been served with the statements of claim in any such actions to date. We believe that any possible claims in these actions, if they are served, will likely be 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 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 6. Exhibits Exhibits Exhibit No. Description of Document 10.43 Form of Non-Qualified Stock Option Agreement under the Comapny's 2004 Stock Incentive Plan 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 Chief Financial Officer. 32.1 Section 1350 Certification of Chief Executive Officer. 32.2 Section 1350 Certification of Chief Financial Officer. 30 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: November 5, 2004 By: /s/ RANDY L. UNDERWOOD ------------------------------------- Name: Randy L. 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. 31