DLLR Dfc Global Corp (MM)

Dollar Financial Corp (NASDAQ:DLLR), a leading international diversified financial services company primarily serving unbanked and under-banked consumers for nearly 30 years, today announced its results for the fiscal second quarter ended December 31, 2009.

Fiscal 2010 Second Quarter Highlights

• Consolidated total revenue grew to a record $152.7 million for the fiscal second quarter, an increase of $20.6 million or 15.6% compared to the prior year period, even with the impact of higher unemployment and the Company’s more conservative approach to consumer lending and cashing riskier third-party checks in the midst of the weakened global economy.
• On a sequential quarter basis, consolidated total revenue for the three months ended December 31, 2009 increased by $10.9 million or 7.7% compared to the three months ended September 30, 2009.
• The consolidated loan loss provision, expressed as a percentage of gross consumer lending revenue, improved to 14.8% for the fiscal second quarter compared to 21.3% for the three months ended December 31, 2008. The significant improvement reflects the Company’s continued conservative approach to extending consumer credit in the midst of the weakened economy, as well as the continuing implementation of proprietary credit scoring models for the Company’s global loan products.
• Consolidated operating margin increased by $16.3 million or 36.9% compared to the second quarter of the prior fiscal year driven by the Company’s strong revenue growth, contribution from acquisitions, and improvements to consumer lending and check cashing credit decisioning processes in the midst of the long recession.
• Total consolidated adjusted EBITDA was a record $43.1 million for the three months ended December 31, 2009, representing an increase of $6.2 million or 16.9% compared to the three months ended December 31, 2008.
• Pro forma income before income taxes was $26.0 million for the quarter compared to $22.7 million for the three months ended December 31, 2008, and excludes non-recurring charges, the adoption of ASC 470-20 (formerly FSP APB-14-1 Accounting for Convertible Debt Instruments), and the non-cash amortization associated with the mark-to-market valuation of the Company’s cross-currency interest rate swap agreements, while pro forma net income, considering a pro forma effective income tax rate of 43.0%, was $14.8 million for the quarter compared to $12.9 million for the second quarter of the prior fiscal year.
• Including $10.2 million of net one-time charges primarily related to the Company’s debt refinancing activities during the quarter, income before income taxes on a GAAP basis was $12.9 million for the quarter, compared to $19.9 million for the three months ended December 31, 2008. Net income, which was also impacted by the one-time charges and the related tax effects thereof, was $7.1 million for the fiscal second quarter compared to $9.5 million for the second quarter of the prior fiscal year.
• Pro forma fully-diluted earnings per share, considering a pro forma effective income tax rate of 43.0%, was $0.60 for the quarter compared to $0.54 for the second quarter of the prior fiscal year, and excludes one-time charges, the impact of adopting ASC 470-20, and also the non-cash amortization associated with the mark-to-market valuation of the cross-currency interest rate swap agreements.
• Fully-diluted earnings per share on a GAAP basis, including the effects of the $10.2 million of net one-time charges for the current quarter, was $0.29 for the three months ended December 31, 2009 compared to $0.40 for the prior year’s second quarter.

Discussion on Presentation of Information

The U.S. Dollar weakened during the quarter ended December 31, 2009, as compared to the prior year’s second quarter, with the average value of the Canadian Dollar increasing approximately 15% compared to the U.S. Dollar, while the British Pound Sterling increased in value by about 4% to the U.S. currency. This naturally affects year-over-year comparisons for the Company’s results and as such the Company will also provide country comparisons on a local currency basis. Furthermore, in an effort to better explain the Company’s performance for the quarter considering more recent economic trends, the Company is also providing comparisons of its results for the December quarter on a sequential quarter basis, as compared to the September 30, 2009 quarter. The currency exchange rate between the U.S. dollar and the U.K. Pound Sterling was relatively stable between the three months ended December 31, 2009 and the quarter ending September 30, 2009, while the Canadian currency strengthened on average by approximately 4% over that same time frame.

Fiscal 2010 Second Quarter Overview

Commenting on the second quarter results, Jeff Weiss, the Company’s Chairman and Chief Executive Officer, stated, “This has been a landmark quarter in which we have strongly positioned our Company to continue to execute our multi-country, multi-product and multi-channel business model for many years to come. Despite the significantly weakened economy, all of our global business units continued to deliver strong earnings growth and cash flow during the quarter. We continue to see early signs of economic recovery across all of our global markets. Customers we haven’t seen for a while are starting to return to our stores to take advantage of the many products and services we provide. We are also pleased with the progress of the regulatory environment in Canada. To date, provinces which comprise more than 90% of the Company’s Canadian company-operated store base have all announced maximum lending rates that are above our existing price structure, but generally below the pricing of many competitors. As a result, we recently resumed our television advertising campaigns in Canada and are beginning to witness an increase in the number of new customers conducting transactions in our Canadian stores. In addition, reflecting a strong focus on enhancing the operating efficiency of our global store base, as well as improvements to our consumer lending and check cashing credit decisioning processes in the midst of the long recession, consolidated operating margin improved to 39.7% of total revenue for the quarter compared to 33.5% for the three months ended December 31, 2008. The amount of profit we derive from each incremental dollar of revenue has never been stronger in the history of the Company.

“In addition to further diversifying our business to new customer segments, the recent acquisitions we made provide additional sources of revenue growth with little or no credit risk. During the second quarter, approximately 45% of our total consolidated revenue was comprised of products or services which generally carry little or no credit risk, such as check cashing, money transfer, gold purchase and pawn lending, and revenue from the recent acquisitions of MCE and DFS. As we continue to diversify our global business footprint, we expect the profit contribution from fee based services will increase.”

Jeff Weiss continued, “The completion of our $600.0 million senior unsecured note offering, through our Canadian subsidiary, National Money Mart, marks the culmination of our initiative to enhance our liquidity, and extend the maturity and realign the Company’s debt structure to better support our long-term growth strategies. These transactions effectively extend the majority of the Company’s long-term debt maturities to December 2016 or about seven years from now, and provide enhanced flexibility for the Company to pursue acquisitions and make capital investments in the global expansion of our business.”

Mr. Weiss concluded, “Since the formation of the Company 20 years ago, our annual revenue and adjusted EBITDA have grown at a compound annual rate of about 20.0% and 25.0% per year, respectively. This is indeed a very exciting time for our Company with strong performance in all of our businesses, a deep pipeline of acquisition and investment opportunities, and the capital structure, liquidity, and available cash to continue to expand our multi-country, multi-product and multi-channel business strategy well into the future.”

Second Quarter Business Update

In Canada, where the Company’s largest and most profitable business unit resides, the transition to provincial regulation is in its final stages. To date, the provinces of Ontario, Nova Scotia, British Colombia, Alberta, and Saskatchewan, which comprise more than 90% of the Company’s Canadian company-operated store base, have all announced maximum lending rates that are above the Company’s existing price structures, but generally below the pricing of many competitors. The Company continues to leverage its position as the lowest cost provider in the industry as well as its multi-product store platform, by offering products and services at prices below many of its competitors in an effort to enhance its share of the Canadian market. As a result, consumer lending revenue in Canada increased by 10.9% in the second quarter compared to the prior year period. Check cashing fees, which were impacted by significantly higher unemployment and a reduction in the number of hours in the average work week compared to this point in time last year, decreased by 8.6% for the quarter. However, as the Company continues to see signs of moderate employment recovery amongst its customer base over the last several months, on a sequential quarter basis total check cashing revenue in Canada grew slightly compared to the three months ended September 30, 2009. The recently launched gold purchase product in Canada added C$2.1 million of additional revenue in the second quarter, while also serving to bring new customers into the stores. Furthermore, the Company is piloting an internet lending product in certain Canadian provinces, which it will seek to expand as it gains experience with the credit performance of these loans.

In the U.K., total revenue for the quarter on a year-over-year basis increased by £8.1 million or 38.6%. Check cashing fees decreased by £0.9 million for the quarter, and like Canada was unfavorably impacted by smaller and fewer payroll checks being cashed compared to the prior year period. Reflecting more recent trends, on a sequential quarter basis, check cashing fees in the U.K. were essentially flat as compared to the three months ended September 30, 2009. Consumer lending revenue grew by 49.4% for the quarter compared to the second quarter of the prior fiscal year, reflecting strong performance from the internet lending business acquired this past April and the continued robust performance of the brick and mortar store based business. The loan loss rates for the internet lending product continue to be in line with our expectations, and the Company anticipates a significant opportunity to continue to grow the internet lending product in the U.K., which has limited competition in what the Company believes is a significantly underserved market. The U.K. pawn lending business and the recently introduced gold purchase product continued to expand and combined to contribute £4.8 million of revenue for the quarter, more than doubling the £2.2 million for the second quarter of the prior fiscal year. The Company continued its store expansion program in the U.K., opening 11 de novo stores and acquiring 3 stores from competitors during the quarter.

In the U.S., the Company closed a number of older and underperforming financial services stores during the fiscal year ended June 30, 2009 and significantly reduced the related field management and store support functions. These store closures were part of the Company’s previously announced plan to divest underperforming stores and focus the now significantly reduced domestic store footprint in states with more favorable and stable regulatory environments. This strategy considerably reduces the relevance of any potential changes to U.S. lending regulations on the Company’s operations and consolidated financial results. As a result of the successful implementation of the store consolidation plan, operating margin for the U.S. financial services business increased by $1.5 million compared to the second quarter of the prior fiscal year, despite $7.3 million of lower revenue. On a sequential quarter basis, total financial services revenue in the U.S. increased by $0.5 million to $33.2 million compared to the three months ended September 30, 2009.

On October 21, 2009, the Company announced the acquisition of Merchant Cash Express or “MCE”, a merchant cash advance business operating in the United Kingdom. MCE primarily provides access to working capital for small retail businesses by providing cash advances against a percentage of future credit card sales. As part of the business model, the merchant’s credit card processor, typically a third party bank, directs a predetermined percentage of the merchant’s future daily credit card receipts to MCE until the advance is repaid in full. MCE was “first to market” in the United Kingdom in 2007 and is still the only significant participant in this emerging industry. This acquisition further expands the Company’s diversified international business model into the small business financial services market. The Company believes this is a significantly under-served market with a potential opportunity encompassing approximately 400,000 small retail merchants in the United Kingdom alone.

On December 23, 2009, the Company completed the acquisition of Dealers’ Financial Services, LLC, or “DFS”. DFS provides services to military personnel who apply for auto loans to purchase new and low mileage used vehicles. The approved auto loans are funded and serviced under an exclusive agreement with a major third party national bank based in the United States, according to underwriting protocols specified by the third party bank lender and servicer. The bank funds and maintains the loan portfolio on its balance sheet, as well as bears any risk of repayment default. DFS’s revenues come from fees paid to DFS by the third party lender and by the sale of ancillary products such as service contracts and GAP insurance coverage. DFS markets its branded “MILES” program for military personnel through an established network of arrangements with franchised and independent new and used car dealerships. Dollar is operating DFS as a standalone business unit, as it foresees leveraging the existing dealership network and lending platform to other customer segments in the future, through a number of proprietary strategic growth initiatives. The current DFS operating platform is expected to contribute $20.0 to $23.0 million of incremental EBITDA to the Company during the 2010 calendar year.

The Company’s Recent Refinancing Activities

Commenting on the Company’s recent debt refinancing activities, Randy Underwood, the Company’s Executive Vice President and Chief Financial Officer, stated, “The Company recently executed a planned series of refinancing transactions that effectively extended the majority of its debt maturities to December 2016, while also providing the Company with increased liquidity and enhanced operating and financial flexibility to continue to expand its global footprint into new countries, sales platforms, and products and services. The Company’s previous debt agreement, which was developed a number of years ago when the Company was more geographically concentrated with a solely retail store based platform, was no longer suitable as the Company became more widely diversified and an expanding global enterprise.”

The Company’s recent debt refinancing activities included the following:

• On December 8, 2009, the Company announced exchange agreements with several holders of the Company’s $200.0 million tranche of 2.875% Senior Convertible Notes due 2027. Pursuant to the exchange agreements, $120.0 million in aggregate principal amount of the existing notes were exchanged for an equal principal amount of new 3.0% Senior Convertible Notes of the Company due 2028. The new notes have substantially the same terms as the exchanged notes, other than the maturity of the new notes is April 1, 2028, the conversion price of the new notes is $28.956 per share, and the first date at which the holders of the new notes will have the right to require the Company to repurchase the securities at par value was extended twenty-seven months to April 1, 2015.
• On December 23, 2009, the Company amended and restated the terms of the Company’s historical senior secured credit facilities. The amendments revised the covenants and terms and conditions under the senior secured credit facilities to give the Company greater operating and financial flexibility. The amendments also extended the maturity of nearly all of the Company’s revolving credit facilities in the U.S. and Canada and its term loans in Canada and the United Kingdom to December 2014, subject to the aggregate principal amount of the Company’s 2.875% senior convertible notes, which presently have an outstanding balance of $80.0 million, being reduced to an outstanding amount less than or equal to $50.0 million prior to October 30, 2012. If this condition is not met, the maturity of the extended revolving credit and term loans will be October 30, 2012.
• On December 23, 2009, the Company announced the completion of its $600.0 million offering of senior unsecured notes by the Company’s indirect wholly owned Canadian subsidiary, National Money Mart Company. The notes pay interest semi-annually at a fixed rate of 10.375% per annum and do not have any scheduled principal repayment obligations until the notes mature on December 15, 2016. There is a stipulation that the aggregate principal amount of the Company’s 2.875% senior convertible notes, which presently have an outstanding balance of $80.0 million, must be reduced to an amount less than or equal to $50.0 million prior to October 30, 2012. If this condition is not met, the maturity of the senior unsecured notes will be November 2012.
• As previously stated, the Company used a portion of the net proceeds of the senior unsecured note offering to simultaneously prepay $350.0 million of the approximately $369.6 million outstanding under the term loan portion of its amended and restated senior secured credit facility, thereby reducing the outstanding balance to approximately $19.6 million. In addition, the Company also used a portion of the net proceeds of the offering to concurrently complete the previously announced acquisition of Dealers’ Financial Services, LLC. After transaction costs, the Company retained about $112.0 million of cash from the transactions for general corporate purposes. Following the completion of these transactions, the Company now has approximately $200.0 million of excess investable cash which can be deployed for future acquisitions, and to support the continued expansion of its operating platforms and the growth of its global diversified business strategies.

Fiscal 2010 Second Quarter Results Reflect Non-Cash Charges

Effective July 1, 2009, the Company adopted ASC 470-20 (formerly FSP APB-14-1 Accounting for Convertible Debt Instruments), which resulted in $2.4 million of additional non-cash interest expense being recorded in the fiscal second quarter associated with the Company’s $200.0 million U.S. convertible notes. Since the Company does not currently receive a tax benefit from additional charges in the U.S., as a result of its historical net operating loss position, the unfavorable earnings per share impact from the adoption of ASC 470-20 was $0.10 per fully-diluted share for the quarter on a GAAP basis. The Company’s prior year financial statements have also been similarly restated to reflect the adoption of ASC 470-20.

Including $10.2 million of net one-time charges related to the Company’s refinancing activities, mark-to-market gains on the Company’s term loans and intercompany debt, and other non-recurring charges incurred during the quarter, income before income taxes, on a GAAP basis, for the three months ended December 31, 2009, was $12.9 million compared to $19.9 million for the second quarter of the previous fiscal year. Accordingly, the effects of these net non-recurring charges reduced net income for the three months ended December 31, 2009 to $7.1 million compared to $9.5 million for the prior year’s fiscal second quarter.

Excluding non-recurring charges, the non-cash impact of adopting ASC 470-20, and also the non-cash amortization associated with the mark-to-market valuation of the cross-currency interest rate swap agreements, pro forma income before income taxes increased by 14.8% to $26.0 million for the quarter, compared to $22.7 million for the three months ended December 31, 2008. Likewise, pro forma net income, considering a pro forma effective income tax rate of 43.0%, was $14.8 million for the second quarter representing an increase of 14.8% compared to the three months ended December 31, 2008, while pro forma fully-diluted earnings per share was $0.60 for the quarter compared to $0.54 for the second quarter of the prior fiscal year.

Fiscal 2010 Outlook

As a result of the anticipated earnings contribution from the recently acquired Dealers’ Financial Services business in the U.S. and the merchant cash advance business in the U.K., combined with the expected continued strong operating performance of its core business units in the U.S., Canada, U.K., and now Poland, the Company is increasing its Adjusted EBITDA guidance for fiscal 2010 to between $173.0 million and $183.0 million.

The Company recorded $10.2 million of net one-time charges primarily related to the refinancing transactions during the fiscal quarter ended December 31, 2009, which will decrease the Company’s reported fully-diluted earnings per share for the fiscal year ended June 30, 2010 on a GAAP basis. Furthermore, the prepayment of the majority of the Company’s Canadian term loans is expected to result in approximately $6.7 million of annual non-cash amortization associated with the mark-to-market adjustment of the Company’s cross-currency interest rate swap agreements at the time the debt was terminated in December, which will likely continue until the swap instruments expire in October 2012.

Therefore, as a result of the stronger anticipated operating business performance and contributions from the recent acquisitions, offset by the additional interest expense to be incurred resulting from the recent refinancing transactions, the Company anticipates pro forma fully-diluted earnings per share for fiscal 2010 will be between $1.80 and $2.00. This range excludes one-time charges, the impact of adopting ASC 470-20 and the non-cash amortization associated with the mark-to-market valuation of the cross-currency interest rate swap agreements, and assumes a 43% pro forma tax rate. Looking forward, the Company expects to begin to deploy the approximately $200.0 million of excess cash the Company presently has on its balance sheet in opportunities that the Company expects will further enhance earnings per share and expand the business globally.

The reconciliation between adjusted EBITDA and income before income taxes, and the calculation of pro forma fully-diluted earnings per share is consistent with the historical reconciliation presented at the end of this news release.

Investors Conference Call

Dollar Financial Corp will be holding an investor’s conference call on Thursday, January 28, 2010 at 5:00 pm ET to discuss the Company’s results for the fiscal second quarter ended December 31, 2009 and the Company’s fiscal 2010 outlook. Investors can participate in the conference by dialing (888) 200-2794 (U.S. and Canada) or (973) 935-8766 (International); use the confirmation code “Dollar”. Hosting the call will be Jeff Weiss, Chairman and CEO and Randy Underwood, Executive Vice President and CFO. For your convenience, the conference call can be replayed in its entirety beginning from two hours after the end of the call through February 4, 2010. If you wish to listen to the replay of this conference call, please dial (706) 645-9291 and enter passcode “51416196”.

The conference call will also be broadcast live through a link on the Investor Relations page on the Dollar Financial web site at http://www.dfg.com. Please go to the web site at least 15 minutes prior to the call to register, download and install any necessary audio software.

About Dollar Financial Corp

Dollar Financial Corp is a leading diversified international financial services company primarily serving unbanked and under-banked consumers. Its customers are typically service sector individuals who require basic financial services but, for reasons of convenience and accessibility, purchase some or all of their financial services from the Company rather than from banks and other financial institutions. To meet the needs of these customers, the Company provides a range of consumer financial products and services primarily consisting of check cashing, short-term consumer loans, automobile loans and services, pawn lending, Western Union money order and money transfer products, currency exchange, gold buying, reloadable VISA® and MasterCard® branded debit cards, electronic tax filing, and bill payment services.

At December 31, 2009, the Company’s global store network consisted of 1,172 stores, including 1,043 company-operated financial services stores and 129 franchised and agent locations in the United States, Canada, United Kingdom, Republic of Ireland, and Poland. The financial services store network is the largest network of its kind in each of Canada and the United Kingdom and the second-largest network of its kind in the United States. The Company’s customers, many of whom receive income on an irregular basis or from multiple employers, are drawn to the convenient neighborhood locations, extended operating hours and high-quality customer service. The Company’s financial products and services, principally check cashing, money transfer, pawn lending and short-term consumer loan programs, provide immediate access to cash for living expenses or other needs. For more information, please visit the Company's website at www.dfg.com.

Forward Looking Statement

This news release contains forward looking statements, including statements regarding the following: the Company’s recent financing activities and the use of proceeds therefrom, the Company’s future results, growth, guidance, expansion plans, the financing of potential acquisitions and operating strategy; the global economy; the effects of currency exchange rates on reported operating results; the developing regulatory environment in Canada, the U.K., Poland and the United States; the impact of future development strategy, new stores and acquisitions; the implementation and expected results of refinancing initiatives; and of the performance of new products, business platforms, and services. These forward looking statements involve risks and uncertainties, including uncertainties related to the effects of changes in the value of the U.S. dollar compared to foreign currencies, risks related to the regulatory environments, current and potential future litigation, the integration and performance of acquired stores and companies, the performance of new stores, the implementation and expected results of restructuring initiatives, the impact of debt financing transactions, the results of certain ongoing income tax appeals, the ability to comply with the requirements necessary to extend the maturity of the senior secured credit facility and the senior unsecured notes and the effects of new products and services on the Company’s business, results of operations, financial condition, prospects and guidance. There can be no assurance that the Company will attain its expected results, successfully integrate any of its acquisitions, attain its published guidance metrics, or that ongoing and potential future litigation or that the various FDIC, Federal, state, Canadian or foreign legislative or regulatory activities affecting the Company or the banks with which the Company does business will not negatively impact the Company’s operations. A more complete description of these and other risks, uncertainties and assumptions is included in the Company’s filings with the Securities and Exchange Commission, the Company’s annual reports and form 10-Q’s and 10-K’s. You should not place any undue reliance on any forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

Presentation of Information in this Press Release

In an effort to provide investors with additional information regarding the Company’s results, the Company has also disclosed in this press release the following information which management believes provides useful information to investors:

• Local currency results (the reported results for each country in their respective native currencies).
• Pro forma operating results excluding non-recurring charges and adjusted for pro forma effective income tax rates.

    DOLLAR FINANCIAL CORP UNAUDITED CONSOLIDATED BALANCE SHEETS (In thousands)   June 30, December 31, 2009 2009 Assets: Cash and cash equivalents $ 209,602 $ 345,444 Loans receivable, net: Loans receivable 126,826 142,364 Less: Allowance for loan losses   (12,132 )   (15,765 ) Loans receivable, net 114,694 126,599 Loans in default, net 6,436 7,256 Prepaid expenses and other current assets 30,093 44,875 Deferred tax assets, net 27,101 28,856 Property and equipment, net 58,614 61,572 Goodwill and other intangibles 454,347 591,945 Debt issuance costs, net and other assets   20,578     37,699     Total Assets $ 921,465   $ 1,244,246     Liabilities: Accounts payable $ 36,298 $ 30,748 Income taxes payable 14,834 18,433 Accrued expenses and other liabilities 95,780 115,269 Fair value of derivatives 10,223 47,207 Deferred tax liability 18,947 20,520 Long-term debt   536,305     759,425   Total Liabilities   712,387     991,602     Stockholders' Equity: Common stock 24 24 Additional paid-in capital 311,301 334,145 Accumulated deficit (110,581 ) (98,177 ) Accumulated other comprehensive income   8,018     16,372   Total Dollar Financial Corp. Stockholders' Equity 208,762 252,364 Non-controlling interest   316     280   Total Stockholders' Equity   209,078     252,644   Total Liabilities and Stockholders' Equity $ 921,465   $ 1,244,246     DOLLAR FINANCIAL CORP UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands except share and per share amounts)           Three Months Ended Six Months Ended December 31, December 31, 2008 2009 2008 2009   Revenues: Check cashing $ 41,624 $ 38,537 $ 90,156 $ 76,339 Fees from consumer lending 70,005 85,817 151,503 164,806 Money transfer fees 6,784 7,091 14,394 13,914 Other   13,760     21,296     29,196     39,490   Total revenues   132,173     152,741     285,249     294,549     Operating expenses: Salaries and benefits 36,275 37,723 77,078 74,459 Provision for loan losses 14,899 12,662 30,150 24,358 Occupancy costs 10,316 10,838 21,640 21,685 Returned checks, net and cash shortages 4,227 2,630 10,362 4,894 Depreciation 3,170 4,071 6,762 7,445 Bank charges and armored carrier services 3,130 3,457 6,763 6,923 Telephone and telecommunication costs 1,798 1,963 3,877 3,801 Advertising 2,396 4,667 5,208 8,114 Other   11,688     14,120     25,325     26,364   Total operating expenses   87,899     92,131     187,165     178,043   Operating margin   44,274     60,610     98,084     116,506     Corporate and other expenses: Corporate expenses 17,594 22,949 37,114 43,300 Interest expense, net 10,667 12,842 22,214 24,466 Other depreciation and amortization 938 1,110 1,978 2,162 Unrealized foreign exchange (gain) loss - (3,915 ) - 3,912 Loss on extinguishment of debt - 8,813 8,813 Loss on derivatives not designated as hedges 3,285 3,275 Reserve for litigation settlements - - 509 1,267 Loss on store closings 555 1,332 5,493 1,650 Other (income) expense, net   (5,412 )   1,254     (5,669 )   1,424   Income before income taxes 19,932 12,940 36,445 26,237 Income tax provision   10,383     5,904     15,609     13,870   Net income $ 9,549 $ 7,036 $ 20,836 $ 12,367 Less loss attributable to non-controlling interest $ 0     ($94 ) $ 0     ($36 ) Net income attributable to Dollar Financial Corp. $ 9,549   $ 7,130   $ 20,836   $ 12,403     Net income per share Basic $ 0.40 $ 0.30 $ 0.87 $ 0.52 Diluted $ 0.40 $ 0.29 $ 0.86 $ 0.50   Weighted average shares outstanding Basic 23,941,455 24,046,559 24,058,984 24,022,458 Diluted 23,980,968 24,849,876 24,156,745 24,657,334  

Pro forma Net Income Reconciliation

Pro forma net income is not an item prepared in accordance with GAAP. Pro forma net income is net income adjusted to exclude one-time charges and credits as described below and also excludes the impact of adopting ASC 470-20. Dollar presents pro forma net income as an indication of the Company’s financial performance excluding one-time and other net non-cash charges to show comparative results of its operations. Not all companies calculate pro forma net income in the same fashion, and therefore these amounts as presented may not be comparable to other similarly titled measures of other companies. The table below reconciles income before income taxes as reported on Dollar’s Unaudited Consolidated Statements of Operations to pro forma net income (dollars in thousands):

  DOLLAR FINANCIAL CORP PRO FORMA NET INCOME (EXCLUDING ONE-TIME CHARGES AND CREDITS & EFFECTS OF ASC 470-20) (In thousands except share and per share amounts)         Three Months Ended Six Months Ended December 31, December 31, 2008 2009 2008 2009   Income before income taxes - as reported $ 19,932 $ 12,940 $ 36,445 $ 26,237   Pro forma adjustments: Adoption of ASC 470-20 2,182 2,394 4,363 4,787 Unrealized foreign exchange (gain) loss - (3,915 ) - 3,912 Mark-to-market cross-currency swap amortization 492 856 Loss on extinguishment of debt - 8,813 - 8,813 Loss on derivatives not designated as hedges 3,285 3,275 Reserve for litigation settlements - - 509 1,267 Loss on store closings 555 1,332 5,493 1,650 Write-off of acquisition costs   -     693     -     1,031   Pro forma income before income taxes 22,669 26,034 46,810 51,828 Pro forma income taxes   9,748     11,195     20,128     22,286   Pro forma net income $ 12,921   $ 14,839   $ 26,682   $ 29,542   Pro forma effective income tax rate 43.0 % 43.0 % 43.0 % 43.0 %   Weighted average fully-diluted shares outstanding   23,980,968     24,849,876     24,156,745     24,657,334     Pro forma fully-diluted earnings per share $ 0.54   $ 0.60   $ 1.10   $ 1.20     GAAP fully-diluted earnings per share $ 0.40   $ 0.29   $ 0.86   $ 0.50    

Adjusted EBITDA Reconciliation

Adjusted EBITDA is not an item prepared in accordance with GAAP. Adjusted EBITDA includes earnings before interest expense, income tax provision, depreciation, amortization, charges related to non-qualified stock options and restricted shares, reserves for loss on store closings, litigation settlements, and other items described below. Dollar presents Adjusted EBITDA as an indication of operating performance, as well as its ability to service its debt and capital expenditure requirements. Adjusted EBITDA does not indicate whether Dollar’s cash flow will be sufficient to fund all of its cash needs. Adjusted EBITDA should not be considered in isolation or as a substitute for net income, cash flows from operating activities, or other measures of operating performance or liquidity determined in accordance with GAAP. Not all companies calculate Adjusted EBITDA in the same fashion, and therefore these amounts as presented may not be comparable to other similarly titled measures of other companies. The table below reconciles income before income taxes as reported on Dollar’s Unaudited Consolidated Statements of Operations to Adjusted EBITDA (dollars in thousands):

      Three Months Ended Six Months Ended December 31, December 31, 2008 2009 2008   2009   Income before income taxes $ 19,932 $ 12,940 $ 36,445 $ 26,237   Add: Depreciation and amortization 4,108 5,181 8,740 9,607 Interest expense, net 10,667 12,842 22,214 24,466 Stock based compensation expense 1,575 1,928 2,728 3,839 Unrealized foreign exchange (gain) loss - (3,915 ) - 3,912 Loss on extinguishment of debt - 8,813 - 8,813

Loss on derivatives not designated as hedges

3,285

3,275

Reserve for litigation settlements - - 509 1,267 Loss on store closings 555 1,332 5,493 1,650 Write-off of acquisition costs - 693 - 1,031 Other   (5 )   (34 )   (31 )   (82 ) Adjusted EBITDA $ 36,832   $ 43,065   $ 76,098   $ 84,015     DOLLAR FINANCIAL CORP UNAUDITED STORE DATA         Three Months Ended Six Months Ended December December 2008 2009 2008 2009 Beginning Company-Operated Stores U.S. 418 352 467 358 Canada 402 399 419 399 U.K. 244 281 236 274 Total Beginning Company-Operated Stores 1,064 1,032 1,122 1,031   De novo Store Builds U.S. 0 0 3 0 Canada 0 0 0 1 U.K. 8 11 15 19 Total 8 11 18 20   Acquired Stores U.S. 2 0 2 0 Canada 0 0 0 0 U.K. 7 3 8 3 Total 9 3 10 3   Closed Stores U.S. 2 2 54 8 Canada 1 1 18 2 U.K. 0 0 0 1 Total 3 3 72 11   Ending Company-Operated Stores U.S. 418 350 418 350 Canada 401 398 401 398 U.K. 259 295 259 295 Total Ending Company-Operated Stores 1,078 1,043 1,078 1,043   Ending Franchise/Agent Stores U.S. 79 14 79 14 Canada 61 62 61 62 U.K. 152 53 152 53 Total Ending Franchise/Agent Stores 292 129 292 129   Total Ending Store Count 1,370 1,172 1,370 1,172