UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
February
4, 2010 (February 2, 2010)
Date
of Report (Date of earliest event reported)
QC
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Kansas
|
000-50840
|
48-1209939
|
(State or other jurisdiction
of incorporation)
|
(Commission file
number)
|
(IRS Employer
Identification Number)
|
9401 Indian Creek Parkway, Suite 1500
Overland Park, Kansas 66210
|
(Address
of principal executive offices)
|
(913) 234-5000
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On February 4, 2010, QC Holdings, Inc. issued a press release announcing
its financial results for the three months and year ended December 31,
2009. A copy of the press release is attached as Exhibit 99.1 to this
report and is incorporated herein by reference.
The attached press release includes adjusted EBITDA, which is a
financial measure that management uses and that the company believes may
be useful to investors. Adjusted EBITDA is calculated as net income
before interest, taxes, depreciation and amortization expenses, adjusted
to exclude the charges related to stock options and restricted stock
awards, non-cash gains or losses associated with property dispositions
and discontinued operations. Reconciliation of this non-GAAP measure is
included in a schedule to the press release filed with this report.
This non-GAAP financial measure is intended to supplement the company’s
financial information prepared in accordance with accounting principles
generally accepted in the United States of America (GAAP) included in
the press release by providing management and investors with additional
insight regarding results of operations. Management uses adjusted
EBITDA as a non-GAAP performance measure. Management regularly reviews
adjusted EBITDA as it assesses its current and prospective operating
results. Management uses adjusted EBITDA in its strategic planning for
the company and in evaluating the results of operations of the
company. The compensation committee has used adjusted EBITDA in
evaluating the performance of the company and management and in
evaluating certain components of executive compensation, including
performance-based annual incentive programs. Management calculates
adjusted EBITDA as income from continuing operations before interest,
taxes, depreciation and amortization expenses, adjusted to exclude the
charges related to stock options and restricted stock awards, and
non-cash gains or losses associated with property
dispositions. Management believes adjusted EBITDA is useful to
management and may be useful to investors because certain of the
adjusted items represent non-cash charges to net income, and certain of
the adjusted items can fluctuate significantly from period-to-period,
due in part to the timing of equity-based awards for compensation
purposes.
Management recognizes that its use of adjusted EBITDA has various
limitations, including the fact that the adjusted items may be a
normally recurring expense or may involve the actual use of
cash. Nonetheless, management believes that this adjusted EBITDA
measure provides additional insight for investors into the operating
results and business trends of the company.
The information in Item 2.02 of this report and in the exhibit attached
to this report is not filed for purposes of Section 18 of the Securities
and Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section or Sections 11 or 12(a)(2) of the Securities
Act of 1933, as amended. The information contained in this Item 2.02
and in the accompanying exhibit is not incorporated by reference into
any filing with the SEC made by the registrant, whether made before or
after the date of this report, regardless of any general incorporation
language in that filing.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On February 2, 2010, the compensation committee of the board of
directors of the company approved the 2010 annual cash incentive and
long-term incentive plan awards for certain executive officers of the
company. The annual cash incentive awards are designed so that a
significant percentage of total executive cash compensation for 2010 is
based on achieving certain performance measures. The long-term
incentive plan is equity based and is designed to have both retention
and performance-based elements. The 2010 incentive awards for the
executive officers covered by the incentive plans who were named
executive officers in the company’s 2009 Proxy Statement are as follows:
|
|
2010
Target Annual
Cash Incentive
($)
|
Long-Term
Incentive –
Restricted Stock
(# of shares)
|
|
|
|
|
Darrin J. Andersen,
President and COO
|
|
$ 292,500
|
123,200
|
|
|
|
|
Douglas E. Nickerson,
Chief Financial Officer
|
|
$ 150,000
|
41,100
|
|
|
|
|
Michael O. Walrod,
Vice President of Operations
|
|
$ 100,000
|
20,500
|
The opportunity to earn annual cash incentive compensation is based on
the achievement of performance measures set by the compensation
committee. For 2010, the annual incentive goals are based 35% on
attainment of certain diluted earnings per share from continuing
operations, 35% on the attainment of certain adjusted EBITDA, and 30% at
the discretion of the committee. Adjusted EBITDA is calculated as
income from continuing operations before interest, taxes, depreciation
and amortization expenses, adjusted to exclude the charges related to
stock options and restricted stock awards and non-cash gains or losses
associated with property disposition. The targets set by the
compensation committee are achievable, but will require the company to
have strong financial performance in light of the current economic
environment and the recently enacted and possible 2010 regulatory and
legislative changes affecting the industry. These regulatory and
legislative changes had only minimal impact on the results of operations
for 2009 compared to the anticipated impact in 2010. The targets set by
the compensation committee took into account these enacted and
anticipated regulatory and legislative changes in certain states where
the company does business.
Participants in the plan may earn 50% of the target annual cash
incentive compensation shown above by achieving a threshold of 80% of
the targeted performance measures, and up to a maximum of 200% of the
target annual incentive compensation by achieving 120% of the targeted
performance measures. The compensation committee retains the authority
to make bonus payments in addition to, or in lieu of, payments under the
annual incentive plan and has the authority to modify, amend or adjust
the performance measures established under the plan.
Long-term incentive awards were granted pursuant to the company’s 2004
Equity Incentive Plan. Each long-term incentive plan award of
restricted stock of the company vests over time, 25% on each of the
first four anniversaries of the grant date. A summary of the long-term
incentive plan was attached as Exhibit 10.1 to the company’s Current
Report on Form 8-K filed February 11, 2008.
Item 8.01. Other Events.
On February 2, 2010, the company’s board of directors declared a cash
dividend of $0.15 per common share. Of this total, $0.10 per common
share is a special dividend and $0.05 represents the regular quarterly
dividend. The special dividend and the regular quarterly dividend are
payable March 8, 2010, to stockholders of record as of February 22, 1010.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibit is filed as part of this report:
Exhibit No.
|
|
Description
|
|
|
|
99.1
|
|
QC Holdings, Inc. Press Release issued February 4, 2010, reporting
the three months and year ended December 31, 2009 financial results.
|
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 hereunto duly authorized.
|
|
QC HOLDINGS, INC.
|
|
|
|
Date:
|
February 4, 2010
|
|
|
|
|
|
|
By:
|
/s/ Douglas E. Nickerson
|
|
|
Name:
|
Douglas E. Nickerson
|
|
|
Title:
|
Chief Financial Officer
|
QC (PK) (USOTC:QCCO)
Historical Stock Chart
From Jun 2024 to Jul 2024
QC (PK) (USOTC:QCCO)
Historical Stock Chart
From Jul 2023 to Jul 2024