Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from                      to                     

Commission File Number 000-50840

 

 

QC H OLDINGS , I NC .

(Exact name of registrant as specified in its charter)

 

 

 

Kansas   48-1209939
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
9401 Indian Creek Parkway, Suite 1500  
Overland Park, Kansas   66210
(Address of principal executive offices)   (Zip Code)

(913) 234-5000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨    Smaller reporting company   x

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x

The number of shares outstanding of the registrant’s common stock, as of April 30, 2014:

Common Stock $0.01 per share par value – 17,511,291 Shares

 

 

 


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QC H OLDINGS , I NC .

Form 10-Q

March  31, 2014

Index

 

     Page  

PART I—FINANCIAL INFORMATION

  

Item 1. Financial Statements (Unaudited)

  

Introductory Comments

     1   

Consolidated Balance Sheets - December 31, 2013 and March 31, 2014

     2   

Consolidated Statements of Income - Three Months Ended March 31, 2013 and 2014

     3   

Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2013 and 2014

     4   

Consolidated Statement of Changes in Stockholders’ Equity - Three Months Ended March 31, 2014

     5   

Consolidated Statements of Cash Flows - Three Months Ended March 31, 2013 and 2014

     6   

Notes to Consolidated Financial Statements

     7   

Computation of Basic and Diluted Earnings per Share

     14   

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     21   

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     35   

Item 4. Controls and Procedures

     35   

PART II—OTHER INFORMATION

  

Item 1. Legal Proceedings

     36   

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     36   

Item 6. Exhibits

     37   

SIGNATURES

     38   


Table of Contents

QC H OLDINGS , I NC .

F ORM 10-Q

MARCH 31, 2014

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited)

INTRODUCTORY COMMENTS

The consolidated financial statements included in this report have been prepared by QC Holdings, Inc. (the Company), without audit, under the rules and regulations of the United States Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted under those rules and regulations, although the Company believes that the disclosures are adequate to enable a reasonable understanding of the information presented. These consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. Results for the three months ended March 31, 2014 are not necessarily indicative of the results expected for the full year 2014.


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QC H OLDINGS , I NC . AND S UBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

 

     December 31,     March 31,  
     2013     2014  
           Unaudited  

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 12,685      $ 15,304   

Restricted cash and other

     1,076        951   

Loans receivable, less allowance for losses of $8,272 at December 31, 2013 and $7,106 at March 31, 2014

     57,349        45,677   

Deferred income taxes

     981        1,079   

Prepaid expenses and other current assets

     5,742        4,453   
  

 

 

   

 

 

 

Total current assets

     77,833        67,464   

Non-current loans receivable, less allowance for losses of $2,171 at December 31, 2013 and $1,954 at March 31, 2014

     6,332        5,802   

Property and equipment, net

     10,330        10,168   

Intangible assets, net

     1,560        1,271   

Deferred income taxes

     7,598        7,592   

Other assets, net

     4,451        4,494   
  

 

 

   

 

 

 

Total assets

   $ 108,104      $ 96,791   
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable

   $ 817      $ 1,072   

Accrued expenses and other current liabilities

     4,105        3,492   

Accrued compensation and benefits

     3,665        4,331   

Deferred revenue

     3,669        2,617   

Income taxes payable

       1,557   

Debt due within one year

     20,800        5,600   
  

 

 

   

 

 

 

Total current liabilities

     33,056        18,669   

Long-term debt

     3,282        3,314   

Other non-current liabilities

     5,860        5,581   
  

 

 

   

 

 

 

Total liabilities

     42,198        27,564   
  

 

 

   

 

 

 

Commitments and contingencies

    

Stockholders’ equity:

    

Common stock, $0.01 par value: 75,000,000 shares authorized; 20,700,250 shares issued and 17,359,382 outstanding at December 31, 2013; 20,700,250 shares issued and 17,486,591 outstanding at March 31, 2014

     207        207   

Additional paid-in capital

     62,976        61,350   

Retained earnings

     30,441        33,894   

Treasury stock, at cost

     (27,575     (26,126

Accumulated other comprehensive loss

     (143     (98
  

 

 

   

 

 

 

Total stockholders’ equity

     65,906        69,227   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 108,104      $ 96,791   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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QC H OLDINGS , I NC . AND S UBSIDIARIES

Consolidated Statements of Income

(in thousands, except per share amounts)

(Unaudited)

 

     Three Months Ended  
     March 31,  
     2013     2014  

Revenues

    

Payday loan fees

   $ 26,823      $ 24,614   

Installment interest and fees

     6,230        8,923   

Other

     3,617        3,833   
  

 

 

   

 

 

 

Total revenues

     36,670        37,370   
  

 

 

   

 

 

 

Operating expenses

    

Salaries and benefits

     8,442        8,046   

Provision for losses

     6,496        7,741   

Occupancy

     4,268        4,518   

Depreciation and amortization

     518        462   

Other

     2,813        3,306   
  

 

 

   

 

 

 

Total operating expenses

     22,537        24,073   
  

 

 

   

 

 

 

Gross profit

     14,133        13,297   

Regional expenses

     2,940        2,250   

Corporate expenses

     5,811        4,683   

Depreciation and amortization

     445        472   

Interest expense

     354        407   

Other expense, net

     190        243   
  

 

 

   

 

 

 

Income from continuing operations before income taxes

     4,393        5,242   

Provision for income taxes

     1,769        2,144   
  

 

 

   

 

 

 

Income from continuing operations

     2,624        3,098   

Loss (gain) from discontinued operations, net of income tax

     611        (355
  

 

 

   

 

 

 

Net income

   $ 2,013      $ 3,453   
  

 

 

   

 

 

 

Weighted average number of common shares outstanding:

    

Basic

     17,330        17,441   

Diluted

     17,330        17,441   

Earnings (loss) per share:

    

Basic

    

Continuing operations

   $ 0.15      $ 0.18   

Discontinued operations

     (0.04     0.02   
  

 

 

   

 

 

 

Net income

   $ 0.11      $ 0.20   
  

 

 

   

 

 

 

Diluted

    

Continuing operations

   $ 0.15      $ 0.18   

Discontinued operations

     (0.04     0.02   
  

 

 

   

 

 

 

Net income

   $ 0.11      $ 0.20   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

Page 3


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QC H OLDINGS , I NC . AND S UBSIDIARIES

Cons olidated Statements of Comprehensive Income

(in thousands)

(Unaudited)

 

     Three Months Ended  
     March 31,  
     2013     2014  

Net income

   $ 2,013      $ 3,453   

Other comprehensive income (loss):

    

Foreign currency translation adjustment

     (109     45   
  

 

 

   

 

 

 

Total comprehensive income

   $ 1,904      $ 3,498   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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QC H OLDINGS , I NC . AND S UBSIDIARIES

Consolidated Statements o f Changes in Stockholders’ Equity

(in thousands)

(Unaudited)

 

                                     Accumulated        
                  Additional                  other     Total  
     Outstanding     Common      paid-in     Retained      Treasury     comprehensive     stockholders’  
     shares     stock      capital     earnings      stock     loss     equity  

Balance, December 31, 2013

     17,359      $ 207       $ 62,976      $ 30,441       $ (27,575   $ (143   $ 65,906   

Net income

            3,453             3,453   

Common stock repurchases

     (70             (174       (174

Issuance of restricted stock awards

     198           (1,623        1,623          —     

Stock-based compensation expense

          165               165   

Tax impact of stock-based compensation

          (168            (168

Foreign currency translation

                 45        45   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Balance, March 31, 2014

     17,487      $ 207       $ 61,350      $ 33,894       $ (26,126   $ (98   $ 69,227   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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QC H OLDINGS , I NC . AND S UBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

 

     Three Months Ended
March 31,
 
     2013     2014  

Cash flows from operating activities

    

Net income

   $ 2,013      $ 3,453   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     1,016        934   

Provision for losses

     7,358        8,048   

Deferred income taxes

     56        (93

Non-cash interest expense

     118        126   

Loss from foreign currency transaction

     205        240   

Gain on cash surrender value of life insurance

     (183     (50

Loss (gain) on disposal of property and equipment

     (15     3   

Stock-based compensation

     484        165   

Changes in operating assets and liabilities

    

Loans, interest and fees receivable, net

     5,678        4,091   

Proceeds from sale of auto receivables

     29     

Prepaid expenses and other current assets

     230        432   

Other assets

     1        6   

Accounts payable

     (941     255   

Accrued expenses, other liabilities, accrued compensation and benefits and deferred revenue

     (2,653     (1,335

Income taxes

     2,095        2,244   

Other non-current liabilities

     (314     87   
  

 

 

   

 

 

 

Net operating

     15,177        18,606   
  

 

 

   

 

 

 

Cash flows from investing activities

    

Purchase of property and equipment

     (524     (629

Proceeds from sale of property and equipment

       15   

Changes in restricted cash and other

     (1     125   

Other

     61     
  

 

 

   

 

 

 

Net investing

     (464     (489
  

 

 

   

 

 

 

Cash flows from financing activities

    

Borrowings under credit facility

     1,000        1,000   

Payments on credit facility

     (11,500     (14,700

Repayments of long-term debt

       (1,500

Payments for debt issue costs

       (56

Dividends to stockholders

     (887  

Repurchase of common stock

     (344     (174
  

 

 

   

 

 

 

Net financing

     (11,731     (15,430
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     (33     (68
  

 

 

   

 

 

 

Cash and cash equivalents

    

Net increase

     2,949        2,619   

At beginning of year

     14,124        12,685   
  

 

 

   

 

 

 

At end of period

   $ 17,073      $ 15,304   
  

 

 

   

 

 

 

Supplementary schedule of cash flow information

    

Cash paid during the period for

    

Interest

   $ 350      $ 324   

Income taxes

     —          267   

The accompanying notes are an integral part of these consolidated financial statements.

 

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QC H OLDINGS , I NC . AND SUBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS

(Unaudited)

Note 1 – The Company and Significant Accounting Policies

Business. QC Holdings, Inc. and its subsidiaries (hereinafter referred to as the Company) provide various financial services (primarily payday loans and installment loans) through its retail branches and Internet lending operations. The Company also provides other consumer financial products and services, such as credit services, check cashing services, title loans, open-end credit, debit cards, money transfers and money orders. As of March 31, 2014, the Company operated 430 loan branches.

Basis of Presentation. The consolidated financial statements of QC Holdings, Inc. included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to enable a reasonable understanding of the information presented. The Consolidated Balance Sheet as of December 31, 2013 was derived from the audited financial statements of the Company, but does not include all disclosures required by US GAAP. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

The accompanying unaudited consolidated financial statements are prepared consistently with the accounting policies described in Note 2 to the consolidated financial statements included in the Company’s 2013 Form 10-K, which include the following: use of estimates, revenue recognition, cash and cash equivalents, restricted cash and other, loans receivable, provision for losses and allowance for loan losses, operating expenses, property and equipment, software, advertising costs, goodwill and intangible assets, impairment of long-lived assets, earnings per share, stock-based compensation, income taxes, treasury stock, fair value of financial instruments, derivative instruments and foreign currency translations.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the consolidated financial position of the Company and its subsidiaries as of March 31, 2014, and the results of operations, comprehensive income and cash flows for the three months ended March 31, 2013 and 2014.

In December 2013, the Company sold its automotive business to an unaffiliated limited liability company. Also, in December 2013, the Company decided that it would close 35 underperforming branches during first half 2014. During first quarter 2014, the Company closed two of the branches and decided one branch would remain open. The remaining branches are scheduled to be closed or sold during second quarter 2014. The operational results of the automotive business and the 34 loan branches have been reclassified as discontinued operations in our unaudited consolidated financial statements for all periods presented. Unless otherwise stated, footnote references refer to continuing operations.

Note 2 – New Accounting Pronouncements

In July 2013, the FASB issued guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This update specifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, with certain exceptions. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.

 

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Note 3 – Fair Value Measurements

Accounting guidance on fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. There were no recurring fair value measurements as of December 31, 2013 and March 31, 2014.

The fair value of cash and cash equivalents approximates carrying value. The fair value of restricted cash and other approximates carrying value. The fair value of payday, title, installment loans and open-end credit receivables, borrowings under the credit facility, accounts payable and certain other current liabilities that are short-term in nature approximates carrying value. If measured at fair value in the financial statements, these financial instruments would be classified as Level 3 in the fair value hierarchy.

Note 4 – Discontinued Operations

In September 2013, the Company approved a plan to discontinue its automotive business. The operating environment for the Company’s automotive business had become increasingly challenging and operating results more volatile over the past several quarters, given the difficult general economic climate. In light of these circumstances, the Company elected to discontinue its automotive business in order to focus on its consumer lending operations in the U.S. and Canada. In December 2013, the Company completed the disposition of certain assets of its automotive business through an agreement (Purchase Agreement) with an unaffiliated limited liability company (Buyer). The Purchase Agreement provided for the sale of certain assets of the automotive business, primarily consisting of loans receivable, inventory, fixed assets and other assets, for an aggregate purchase price of approximately $6.0 million. In addition, under the terms of the Purchase Agreement, the Company assigned the leases of the dealership lots to the Buyer. The Buyer also hired a significant number of employees from the automotive business.

All revenue and expenses reported for each period herein have been adjusted to reflect reclassification of the discontinued automotive business. Discontinued operations include the revenue and expenses which can be specifically identified with the automotive business, and excludes any allocation of general administrative corporate costs, except interest expense.

In 2013, the Company recorded a non-cash loss of $2.8 million in connection with the disposal of its automotive business. Approximately $1.9 million of this charge was a non-cash fair-value adjustment to customer loans receivable. In addition, the Company recorded a non-cash impairment charge related to a write-off of goodwill and intangible assets totaling $679,000. Other fair value adjustments to vehicle inventories, fixed assets and other items accounted for the remaining charge of $256,000.

In December 2013, the Company approved the closure of 35 underperforming branches during first half of 2014. In first quarter 2014, the Company closed two of these branches and decided that one branch would remain open. The remaining branches are scheduled to be closed or sold during second quarter 2014. These branches are reported as discontinued operations in the Consolidated Statements of Income and related disclosures in the accompanying notes for all periods presented.

 

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Summarized financial information for discontinued operations during the three months ended March 31, 2013 and 2014 is presented below (in thousands):

 

     Three Months Ended  
     March 31,  
     2013     2014  

Total revenues

   $ 6,339      $ 2,277   

Provision for losses (a)

     862        307   

Operating expenses

     5,654        1,378   
  

 

 

   

 

 

 

Gross profit (loss)

     (177     592   

Other, net

     (806     (14
  

 

 

   

 

 

 

Gain (loss) before income taxes

     (983     578   

Income tax benefit (expense)

     372        (223
  

 

 

   

 

 

 

Gain (loss) from discontinued operations

   $ (611   $ 355   
  

 

 

   

 

 

 

 

(a) In 2013, the provision for losses amount includes $976,000 from the discontinued automotive business.

Note 5 – Loans Receivable and Allowance for Loan Losses

The current portion of loans receivable consisted of the following (in thousands) :

 

     December 31,     March 31,  
     2013     2014  

Current portion:

    

Payday and title loans

   $ 42,813      $ 32,508   

Installment loans

     17,470        14,648   

Other

     5,338        5,627   
  

 

 

   

 

 

 
     65,621        52,783   

Less: Allowance for losses

     (8,272     (7,106
  

 

 

   

 

 

 

Total current portion

   $ 57,349      $ 45,677   
  

 

 

   

 

 

 

As of December 31, 2013 and March 31, 2014, non-current loans receivable consists entirely of installment loans.

On occasion, the Company will sell certain payday loan receivables that the Company had previously charged off to third parties for cash. The sales are recorded as a credit to the overall loss provision, which is consistent with the Company’s policy for recording recoveries. During the three months ended March 31, 2013 and 2014, the Company received cash of approximately $126,000 and $199,000, respectively, from the sale of certain payday and installment loan receivables that the Company had previously charged off.

Credit quality information. In order to manage the portfolios of consumer loans effectively, the Company utilizes a variety of proprietary underwriting criteria, monitors the performance of the portfolio and maintains either an allowance or accrual for losses on consumer loans (including fees and interest) at a level estimated to be adequate to absorb credit losses inherent in the portfolio. The portfolio includes balances outstanding from all consumer loans, including short-term payday and title loans and installment loans. The allowance for losses on consumer loans offsets the outstanding loan amounts in the consolidated balance sheets.

The Company had approximately $7.8 million in installment loans receivable that were past due as of December 31, 2013 and approximately 36.8% of this amount was more than 60 days past due. The Company had approximately $7.9 million in installment loans receivable past due as of March 31, 2014 and approximately 49.6% of this amount was more than 60 days past due.

 

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Allowance for loan losses. The following table summarizes the activity in the allowance for loan losses during the three months ended March 31, 2013 and 2014 (in thousands) :

 

     Three Months Ended  
     March 31,  
     2013     2014  

Balance, beginning of period

   $ 7,045      $ 10,443   

Charge-offs

     (17,051     (18,614

Recoveries

     9,062        8,978   

Provision for losses

     5,824        8,253   
  

 

 

   

 

 

 

Balance, end of period

   $ 4,880      $ 9,060   
  

 

 

   

 

 

 

The provision for losses in the Consolidated Statements of Income includes losses associated with the credit service organization (see note 10 for additional information) and excludes loss activity related to discontinued operations (see note 4 for additional information).

The following tables summarize the activity in the allowance for loan losses by product type during the three months ended March 31, 2013 and 2014 (in thousands) :

 

     Three Months Ended March 31, 2014  
     Payday
and Title
Loans
    Installment
Loans
    Other     Total  

Balance, beginning of period

   $ 2,867      $ 6,092      $ 1,484      $ 10,443   

Charge-offs

     (12,013     (5,454     (1,147     (18,614

Recoveries

     8,350        836        (208     8,978   

Provision for losses

     2,587        4,194        1,472        8,253   
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance, end of period

   $ 1,791      $ 5,668      $ 1,601      $ 9,060   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

     Three Months Ended March 31, 2013  
     Payday
and Title
Loans
    Installment
Loans
    Other     Total  

Balance, beginning of period

   $ 3,211      $ 3,435      $ 399      $ 7,045   

Charge-offs

     (13,073     (3,681     (297     (17,051

Recoveries

     8,284        730        48        9,062   

Provision for losses

     3,153        2,445        226        5,824   
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance, end of period

   $ 1,575      $ 2,929      $ 376      $ 4,880   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Note 6 – Property and Equipment

Property and equipment consisted of the following (in thousands) :

 

     December 31,     March 31,  
     2013     2014  

Buildings

   $ 3,262      $ 3,262   

Leasehold improvements

     18,403        18,436   

Furniture and equipment

     22,959        23,501   

Land

     512        512   

Vehicles

     966        929   
  

 

 

   

 

 

 
     46,102        46,640   

Less: Accumulated depreciation and amortization

     (35,772     (36,472
  

 

 

   

 

 

 

Total

   $ 10,330      $ 10,168   
  

 

 

   

 

 

 

In February 2005, the Company entered into a seven-year lease for a new corporate headquarters in Overland Park, Kansas. In January 2011, the Company amended its lease agreement to extend the lease term and modify the lease payments. The lease was extended with a new landlord through October 31, 2017 and includes a renewal option for an additional five years. As part of the original lease agreement and the amendment to the lease agreement, the Company received tenant allowances from the landlord for leasehold improvements totaling $1.4 million. The tenant allowances are recorded by the Company as a deferred liability and are being amortized as a reduction of rent expense over the life of the lease. As of December 31, 2013, the balance of the deferred liability was approximately $214,000, of which $158,000 was classified as a non-current liability. As of March 31, 2014, the balance of the deferred liability was approximately $200,000 of which $144,000 is classified as a non-current liability.

Note 7 – Goodwill and Intangible Assets

Goodwill. As of March 31, 2014, the Company did not have any goodwill. The Company performed its annual impairment test as of December 31, 2013 and determined that the fair values of both the Branch Lending and E-Lending reporting units did not exceed their respective carrying amounts. The amount of impairment for each reporting unit was calculated by comparing the reporting unit’s implied fair value of goodwill to its carrying amount, which requires an allocation of the fair value determined in the step one analysis to the individual assets and liabilities of each reporting unit. Any remaining fair value would represent the implied fair value of goodwill on the testing date. The test results showed that the implied fair value of the goodwill for each reporting unit was a negative amount after the allocation of the fair value to the individual assets and liabilities of each reporting unit and thus, a full impairment of goodwill was recorded for each reporting unit.

The following table summarizes by reportable segment the changes in the carrying amount of goodwill for the year ended December 31, 2013 (in thousands) :

 

     Branch
Lending
    E-Lending     Total  

Balances as of December 31, 2012

   $ 15,684      $ 6,107      $ 21,791   

Impairment

     (15,684     (5,702     (21,386

Effect of foreign currency translation

       (405     (405
  

 

 

   

 

 

   

 

 

 

Balances as of December 31, 2013

   $ —        $ —        $ —     
  

 

 

   

 

 

   

 

 

 

 

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Intangible Assets. The following table summarizes intangible assets (in thousands) :

 

     December 31,     March 31,  
     2013     2014  

Non-amortized intangible assets:

    

Trade names

   $ 692      $ 692   
  

 

 

   

 

 

 

Amortized intangible assets:

    

Customer relationships

   $ 2,603      $ 2,603   

Debt issue costs

     1,413        1,469   
  

 

 

   

 

 

 

Gross carrying amount

     4,016        4,072   

Effect of foreign currency translation

     2        (49

Less: Accumulated amortization

     (3,150     (3,444
  

 

 

   

 

 

 
     868        579   
  

 

 

   

 

 

 

Total intangible assets, net

   $ 1,560      $ 1,271   
  

 

 

   

 

 

 

The Company tests trade names with indefinite lives for impairment annually by comparing the book value to a fair value calculated using a discounted cash flow approach on a presumed royalty rate derived from the revenues related to the trade name. Based on testing results for 2013, the Company concluded that the indefinite lived intangible assets associated with the acquisition of Direct Credit were impaired and recorded an impairment charge of $669,000 to reduce the value of the indefinite lived intangible assets.

Amortization of intangible assets for the three months ended March 31, 2013 and March 31, 2014 was approximately $307,000 and $294,000, respectively. Annual amortization for intangible assets recorded as of December 31, 2013 is estimated to be $863,000 for 2014 and $5,000 for 2015.

Note 8 – Debt

The following table summarizes long-term debt at December 31, 2013 and March 31, 2014 (in thousands) :

 

     December 31,     March 31,  
     2013     2014  

Revolving credit facility

   $ 16,300      $ 2,600   

Term loan credit facility

     4,500        3,000   

Senior subordinated notes

     3,282        3,314   
  

 

 

   

 

 

 

Total debt

     24,082        8,914   

Less current portion of debt

     (20,800     (5,600
  

 

 

   

 

 

 

Long-term debt

   $ 3,282      $ 3,314   
  

 

 

   

 

 

 

On September 30, 2011, the Company entered into an amended and restated credit agreement with a syndicate of banks to replace its prior credit agreement, which was previously amended on December 7, 2007. The credit agreement contained various financial covenants related to, among others, fixed charge coverage, leverage, total indebtedness, liquidity and maximum loss ratio. In fourth quarter 2013, the Company amended the credit facility as it relates to the maximum loss ratio allowed under the agreement. As of January 31, 2014, the Company was not in compliance with this revised maximum loss ratio covenant and entered into a fourth amendment with the bank syndicate. As of March 31, 2014, the Company again was not in compliance with the financial covenant related to maximum loss ratio. On April 24, 2014, the Company entered into a fifth amendment to the credit agreement to provide for a trailing 12-month maximum loss ratio of 30% for the monthly periods ending March 31, 2014 to September 30, 2014. In addition, the amendment also reduced the maximum available under the revolving credit facility from $18 million to $16 million.

 

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Note 9 – Income taxes

Effective Tax Rate. The Company’s effective tax rate was 40.9% for the three months ended March 31, 2014 compared to 40.3% for the three months ended March 31, 2013.

Uncertain Tax Positions. The Company had unrecognized tax benefits of approximately $190,000 and $186,000 as of December 31, 2013 and March 31, 2014, respectively.

The Company records accruals for interest and penalties related to unrecognized tax benefits in interest expense and operating expense, respectively. Interest and penalties and associated accruals were not material as of March 31, 2014.

The Company does not anticipate any material changes in the amount of unrecognized tax benefits in the next twelve months.

Note 10 – Credit Services Organization

For the Company’s locations in Texas, the Company acts as a credit services organization on behalf of consumers in accordance with Texas laws. The Company charges the consumer a fee for arranging for an unrelated third-party to make a loan to the consumer and for providing related services to the consumer, including a guarantee of the consumer’s obligation to the third-party lender. The Company also services the loan for the lender. The CSO fee is recognized ratably over the term of the loan. The Company is not involved in the loan approval process or in determining the loan approval procedures or criteria. As a result, loans made by the lender are not included in the Company’s loans receivable balance and are not reflected in the Consolidated Balance Sheets. As noted above, however, the Company absorbs all risk of loss through its guarantee of the consumer’s loan from the lender. As of December 31, 2013 and March 31, 2014, the consumers had total loans outstanding with the lender of approximately $2.8 million and $1.2 million, respectively. Because of the economic exposure for potential losses related to the guarantee of these loans, the Company records a liability at fair value to reflect the anticipated losses related to uncollected loans. In 2013, the products offered to consumers in Texas (through the CSO model discussed above) were expanded to include an installment loan product and a new online loan product. Consistent with the Company’s historical experience, losses associated with new product offerings are significantly higher during the initial launch of the product compared to long-term expectations. As a result of this experience and the Company’s guarantee of losses under the CSO model, the liability for estimated losses was significantly increased during 2013.

The following table summarizes the activity in the CSO liability (in thousands) :

 

     Three Months Ended  
     March 31,  
     2013     2014  

Balance, beginning of period

   $ 100      $ 985   

Charge-offs

     (792     (719

Recoveries

     234        192   

Provision for losses

     558        (205
  

 

 

   

 

 

 

Balance, end of period

   $ 100      $ 253   
  

 

 

   

 

 

 

 

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Note 11 – Stockholders Equity

Earnings Per Share. The following table presents the computations of basic and diluted earnings per share for each of the periods indicated (in thousands, except per share data) :

 

     Three Months Ended  
     March 31,  
     2013     2014  

Income (loss) available to common stockholders:

    

Income from continuing operations

   $ 2,624      $ 3,098   

Discontinued operations, net of income tax

     (611     355   
  

 

 

   

 

 

 

Net income

   $ 2,013      $ 3,453   
  

 

 

   

 

 

 

Weighted average shares outstanding:

    

Weighted average basic common shares outstanding

     17,330        17,441   

Dilutive effect of stock options and unvested restricted stock

    
  

 

 

   

 

 

 

Weighted average diluted common shares outstanding

     17,330        17,441   
  

 

 

   

 

 

 

Basic earnings (loss) per share:

    

Continuing operations

   $ 0.15      $ 0.18   

Discontinued operations

     (0.04     0.02   
  

 

 

   

 

 

 

Net income

   $ 0.11      $ 0.20   
  

 

 

   

 

 

 

Diluted earnings (loss) per share:

    

Continuing operations

   $ 0.15      $ 0.18   

Discontinued operations

     (0.04     0.02   
  

 

 

   

 

 

 

Net income

   $ 0.11      $ 0.20   
  

 

 

   

 

 

 

For the three months ended March 31, 2013 and March 31, 2014, options to purchase 2.5 million shares were excluded from the diluted earnings per share calculation for each period because they were anti-dilutive.

Stock Repurchases. The board of directors has authorized the Company to repurchase up to $60 million of its common stock in the open market and through private purchases. The acquired shares may be used for corporate purposes, including shares issued to employees in stock-based compensation programs. As of March 31, 2014, the Company had approximately $3.9 million that may yet be utilized to repurchase shares under the current program. As a result of the amendment to its credit agreement in fourth quarter 2013 (see Note 8), the Company may not repurchase its common stock through the maturity of the facility on September 30, 2014, except for the repurchase of up to $175,000 of stock in connection with vesting of restricted stock held by employees. In February 2014, the Company repurchased 70,000 shares at a total cost of $174,000, in connection with the funding of employee income tax withholding obligations arising from the vesting of restricted shares.

Dividends. In November 2008, the Company’s board of directors established a regular quarterly cash dividend of $0.05 per share of the Company’s common stock. In addition to regular quarterly dividends, the Company’s board of directors has also approved special cash dividends on the Company’s common stock from time to time. As a result of the amendment to its credit agreement in fourth quarter 2013 (see Note 8), the Company may not pay dividends on its common stock through the maturity of the facility on September 30, 2014.

 

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Note 12 – Stock-Based Compensation and Other Long-Term Incentive Compensation

Stock-Based Compensation and Other Long-Term Incentive Compensation. The following table summarizes the stock-based compensation expense reported in net income ( in thousands) :

 

     Three Months Ended  
     March 31,  
     2013      2014  

Employee stock-based compensation:

  

Restricted stock awards

   $ 279       $ 165   

Stock options

     17      
  

 

 

    

 

 

 
     296         165   

Non-employee director stock-based compensation:

     

Restricted stock awards

     188      
  

 

 

    

 

 

 

Total

   $ 484       $ 165   
  

 

 

    

 

 

 

Stock Option Grants. The Company did not grant stock options during the three months ended March 31, 2014. As of March 31, 2014, the Company had 2.5 million stock options outstanding and exercisable with a weighted average exercise price of $9.84.

Restricted Stock. A summary of all restricted stock activity under the equity compensation plans for the three months ended March 31, 2014 is as follows:

 

     Restricted Stock  
     Number of
Shares
    Weighted
Average Grant
Date Fair Value
 

Non-vested balance, January 1, 2014

     314,947      $ 4.49   

Granted

    

Vested

     (197,397     4.73   

Forfeited

    
  

 

 

   

 

 

 

Non-vested balance, March 31, 2014

     117,550      $ 4.09   
  

 

 

   

 

 

 

As of March 31, 2014, there was $399,000 of total unrecognized compensation costs related to the nonvested restricted stock grants. The Company estimates that these costs will be amortized over a weighted average period of 9 months.

Other Long-Term Incentive Compensation. In 2012, the Company adopted a new Long-Term Incentive Plan (LTIP), which covers all executive officers, other than its Chairman of the Board and its Vice Chairman of the Board. The annual long-term incentive awards are made at targeted dollar levels and consist of Performance Units comprising 75% of the target value and cash-based Restricted Stock Units (RSUs) comprising 25% of the target value. The ultimate value of the Performance Units and RSUs can only be settled in cash.

Since 2012, the Company has granted Performance Units and RSUs to various officers under the LTIP effective as of January of each calendar year. The value of the Performance Units is based upon a performance measure established by our compensation committee. If the performance measure is met, the Performance Units will be paid in cash at the end of the performance period subject to continued employment by the covered officer throughout the performance period and vest upon the occurrence of certain change in control events. The RSUs vest at the end of the performance period subject to continued employment by the covered officer throughout the performance period (i.e., 3-year cliff vesting as of close of business on December 31 of the third year of the performance period) and vest upon the occurrence of certain change in control events. The payout of the RSUs will be made in cash at the end of the performance period based on number of RSUs times the average weighted trailing 3-month stock price of the Company as of December 31 of the third year of the performance period.

 

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The following table summarizes expense reported in net income from Performance Units and RSU’s ( in thousands) :

 

     Three Months Ended  
     March 31,  
     2013      2014  

Performance Units

   $ 102       $ 63   

RSU’s

     39         86   
  

 

 

    

 

 

 

Total

   $ 141       $ 149   
  

 

 

    

 

 

 

The following table summarizes the non-current liability associated with Performance Units and RSU’s (in thousands) :

 

     December 31,      March 31,  
     2013      2014  

Performance Units

   $ 83       $ 146   

RSU’s

     141         227   
  

 

 

    

 

 

 

Total

   $ 224       $ 373   
  

 

 

    

 

 

 

The liability for Performance Units is evaluated each quarter for the likelihood of obtaining the required performance measure and any adjustment, if necessary, is recorded as of quarter-end. As of March 31, 2014, the total unrecognized compensation costs related to the Performance Units and RSUs was approximately $605,000 and $296,000, respectively. The Company expects that these costs will be amortized to compensation expense over a weighted average period of 2.1 years.

Note 13 – Commitments and Contingencies

Litigation . The Company is subject to various asserted and unasserted claims during the course of business. Due to the uncertainty surrounding the litigation process, except for those matters for which an accrual is described below, the Company is unable to reasonably estimate the range of loss, if any, in connection with the asserted and unasserted legal actions against it. Although the outcome of many of these matters is currently not determinable, the Company believes that it has meritorious defenses and that the ultimate cost to resolve these matters will not have a material adverse effect on the Company’s consolidated financial statements. In addition to the legal proceedings discussed below, the Company is subject to various legal proceedings arising from normal business operations.

The Company assesses the materiality of litigation by reviewing a range of qualitative and quantitative factors. These factors include the size of the potential claims, the merits of the Company’s defenses and the likelihood of plaintiffs’ success on the merits, the regulatory environment that could impact such claims and the potential impact of the litigation on its business. The Company evaluates the likelihood of an unfavorable outcome of the legal or regulatory proceedings to which it is a party in accordance with accounting guidance. This assessment is subjective based on the status of the legal proceedings and is based on consultation with in-house and external legal counsel. The actual outcomes of these proceedings may differ from the Company’s assessments.

North Carolina. On February 8, 2005, the Company, two of its subsidiaries, including its subsidiary doing business in North Carolina, and Mr. Don Early, the Company’s Chairman of the Board, were sued in Superior Court of New Hanover County, North Carolina in a putative class action lawsuit filed by James B. Torrence, Sr. and Ben Hubert Cline, who were customers of a Delaware state-chartered bank for whom the Company provided certain services in connection with the bank’s origination of payday loans in North Carolina, prior to the closing of

 

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the Company’s North Carolina branches in fourth quarter 2005. The lawsuit alleges that the Company violated various North Carolina laws, including the North Carolina Consumer Finance Act, the North Carolina Check Cashers Act, the North Carolina Loan Brokers Act, the state unfair trade practices statute and the state usury statute, in connection with payday loans made by the bank to the two plaintiffs through the Company’s retail locations in North Carolina. The lawsuit alleges that the Company made the payday loans to the plaintiffs in violation of various state statutes, and that if the Company is not viewed as the “actual lenders or makers” of the payday loans, its services to the bank that made the loans violated various North Carolina statutes. Plaintiffs are seeking certification as a class, unspecified monetary damages, and treble damages and attorney fees under specified North Carolina statutes. Plaintiffs have not sued the bank in this matter and have specifically stated in the complaint that plaintiffs do not challenge the right of out-of-state banks to enter into loans with North Carolina residents at such rates as the bank’s home state may permit, all as authorized by North Carolina and federal law.

In July 2011, the parties completed a weeklong hearing on the Company’s motion to enforce its class action waiver provision and its arbitration provision. In January 2012, the trial court denied the Company’s motion to enforce its class action and arbitration provisions. The Company has appealed that ruling to the North Carolina Court of Appeals. On February 4, 2014, the Court of Appeals ruled that the trial court erred, and ordered the trial court to dismiss the lawsuit and that the parties proceed to arbitration. It is now expected that plaintiffs will seek review of this decision by the North Carolina Supreme Court. That review is discretionary, however, so there is a possibility that the Supreme Court will refuse review. It is expected that the Company will know if the Supreme Court will review the case by mid-2014. If the Supreme Court accepts review, the parties will file briefs and argue the matter before the Supreme Court. That would likely result in an issued decision from the Supreme Court no earlier than mid-2015.

There were three similar purported class action lawsuits filed in North Carolina against three other companies unrelated to the Company. The plaintiffs in those three cases were represented by the same law firms as the plaintiffs in the case filed against the Company. Settlements in each of the three companion cases were reached by the end of 2010; however, the settlements do not provide reasonable guidance on settlements in the Company’s case, especially in light of the favorable decision by North Carolina Court of Appeals on the Company arbitration clause.

Canada. On September 30, 2011, the Company acquired all the outstanding shares of Direct Credit, a British Columbia company engaged in short-term, consumer Internet lending in certain Canadian provinces. On October 18, 2011, Matthew Lee, an alleged Alberta, Canada resident sued Direct Credit, all of its subsidiaries and three former directors of those subsidiaries in the Supreme Court of British Columbia in a purported class action. The plaintiff alleges that Direct Credit and its subsidiaries violated Canada’s criminal usury laws by charging interest on its loans at rates higher than 60%. The plaintiff purports to represent all Canadian borrowers of the subsidiary who resided outside of British Columbia.

Plaintiff sought (i) class certification for the class described above, (ii) a declaration that loan fees collected in excess of the 60% limit in the cited usury statute are held by the defendants in constructive trust for the benefit of the class members, (iii) an accounting and restitution to plaintiff and class members of all loan fees received by the defendants, (iv) a declaration that the collection of the loan fees in excess of 60% per annum constitutes an unconscionable trade act or practice under the Canadian Business Practices Consumer Protection Act, (v) an order to restore to the class members the loan fees collected by defendants in excess of 60% per annum, and (vi) interest thereon.

On March 19, 2014, the Supreme Court of British Columbia entered a judgment regarding certain procedural matters relating to the class action, including (i) a formal rule certifying the class (which Direct Credit had not opposed), (ii) setting a 10-year statute of limitation period for the covered claims from the date the complaint was filed on October 18, 2011, (iii) setting end dates for the class period, which varies from province and territory, (iv) providing that all class members that entered into loan agreements on or after June 20, 2009 will be class members unless they opt out of the class, (v) proving that all other class members must opt into the class within three months after the notice of class certification is issued, and (vi) certain related matters.

 

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The parties have reached an oral settlement of this matter, subject to negotiation and execution of a written settlement agreement and receipt of required court approval of the settlement terms. The Company’s share of the proposed settlement amount and ancillary expenses, net of indemnification from the prior owners of Direct Credit, is expected to be approximately $500,000. The Company has reserved in the accompanying financial statements the estimated gross liability for settling this litigation or the agreed upon terms and recorded an indemnification asset due from the prior owners.

California. On August 13, 2012, the Company was sued in the United States District Court for the South District of California in a putative class action lawsuit filed by Paul Stemple. Mr. Stemple alleges that the Company used an automatic telephone dialing system with an “artificial or prerecorded voice” in violation of the Telephone Consumer Protection Act, 47 U.S.C. 227, et seq. The complaint does not identify any other members of the proposed class, nor how many members may be in the proposed class. This matter is in the early stages of litigation. The Company has filed an answer denying all claims. It is expected that class briefing will occur in the second quarter of 2014.

Other Matters. The Company is also currently involved in ordinary, routine litigation and administrative proceedings incidental to its business, including customer bankruptcies and employment-related matters from time to time. The Company believes the likely outcome of any other pending cases and proceedings will not be material to its business or its financial condition.

Note 14 – Certain Concentrations of Risk

The Company is subject to regulation by federal and state governments in the United States that affect the products and services provided by the Company, particularly payday loans. The Company currently operates in 23 states throughout the United States and is engaged in consumer Internet lending in three states in the United States and certain Canadian provinces. The level and type of regulation of payday loans varies greatly from state to state, ranging from states with no regulations or legislation to other states with very strict guidelines and requirements. The Company is also subject to foreign regulation in Canada where certain provinces have proposed substantive regulation of the payday loan industry.

Company short-term lending branches located in the states of Missouri and California represented approximately 23% and 16%, respectively, of total revenues for the three months ended March 31, 2014. Company short-term lending branches located in the states of Missouri and California represented approximately 30% and 15%, respectively, of total gross profit for the three months ended March 31, 2014. To the extent that laws and regulations are passed that affect the Company’s ability to offer loans or the manner in which the Company offers its loans in either of these states, the Company’s financial position, results of operations and cash flows could be adversely affected.

There was an effort in Missouri to place a voter initiative on the statewide ballot in November 2012, which was intended to preclude any lending in the state with an annual rate over 36%. The supporters of the voter initiative did not submit a sufficient number of valid signatures to place the initiative on the ballot in November 2012. However, a similar initiative was submitted to the Missouri Secretary of State in December 2012 for inclusion on the November 2014 ballot subject to the proponents submitting the required number of valid signatures in support of the initiative. The deadline for the submission of valid signatures passed on May 4, 2014, and the proponents did not submit the required signatures for the initiative to be placed on the ballot.

Note 15 – Segment Information

The Company’s operating business units offer various financial services. During the fourth quarter of 2013, the Company evaluated its operating segments and implemented changes to align the Company’s operating segments with how the Company manages the business and views the markets the Company serves. The Company has elected to organize and report on its business units as three reportable segments (Branch Lending, Centralized Lending and E-Lending). The Branch Lending segment includes branches that offer payday loans, installment loans, credit services, check cashing services, title loans, open-end credit, debit cards, money transfers and money orders. The Centralized Lending segment includes long-term installment loans (Signature Loans and

 

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Auto Equity Loans) that are centrally underwritten. The E-Lending segment includes the Internet lending operations in the United States and Canada. The Company evaluates the performance of its segments based on, among other things, gross profit, income from continuing operations before income taxes and return on invested capital.

The following tables present summarized financial information for the Company’s segments (in thousands) :

 

     Three Months Ended March 31, 2014  
     Branch     Centralized           Consolidated  
     Lending     Lending     E-Lending     Total  

Total revenues

   $ 30,693      $ 4,863      $ 1,814      $ 37,370   

Provision for losses

     4,473        2,721        547        7,741   

Other expenses

     14,745        464        1,123        16,332   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     11,475        1,678        144        13,297   

Other, net (a)

     (6,474     (732     (849     (8,055
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations before income taxes

   $ 5,001      $ 946      $ (705   $ 5,242   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

     Three Months Ended March 31, 2013  
     Branch     Centralized           Consolidated  
     Lending     Lending     E-Lending     Total  

Total revenues

   $ 32,813      $ 2,134      $ 1,723      $ 36,670   

Provision for losses

     4,847        1,002        647        6,496   

Other expenses

     15,104        231        706        16,041   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     12,862        901        370        14,133   

Other, net (a)

     (8,340     (397     (1,003     (9,740
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations before income taxes

   $ 4,522      $ 504      $ (633   $ 4,393   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) Represents expenses not associated with operations, which includes regional expenses, corporate expenses, depreciation and amortization, interest, other income and other expenses. Corporate expenses are allocated to each reporting segment based on each reporting unit’s percentage of revenues.

Information concerning total assets by reporting segment is as follows (in thousands) :

 

     December 31,      March 31,  
     2013      2014  

Branch Lending

   $ 90,141       $ 79,359   

Centralized Lending

     11,495         11,290   

E-Lending

     6,468         6,142   
  

 

 

    

 

 

 

Balance, end of period

   $ 108,104       $ 96,791   
  

 

 

    

 

 

 

The operations of the Branch Lending and Centralized Lending segments are all located in the United States. The operations of the E-Lending segment are located in the United States and Canada.

 

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Note 16 – Restructuring and Other Exit Costs

Restructuring. In January 2013, the Company announced a restructuring plan for the organization primarily due to a decline in loan volumes over the past few years as a result of shifting customer demand, the poor economy, regulatory changes and increasing competition in the short-term credit industry. The restructuring plan included a 10% workforce reduction in field and corporate employees primarily due to the decision in 2012 to close 38 underperforming branches during the first half of 2013. In first quarter 2013, the Company recorded $1.1 million in pre-tax charges associated with the restructuring plan. The charges included approximately $380,000 for lease terminations and other related occupancy costs and approximately $691,000 in severance and benefit costs for the workforce reduction.

Closure of Branches. In December 2013, the Company approved the closure of 35 underperforming branches during first half of 2014. In first quarter 2014, the Company closed two of these branches and decided that one branch would remain open. The remaining branches are scheduled to be closed or sold during second quarter 2014. See additional information in Note 4.

The following table summarizes the accrued exit costs associated with the closure of branches discussed above, and the activity related to those charges as of March 31, 2014 (in thousands) :

 

     Balance at
December 31,
2013
     Additions      Reductions     Balance at
March 31,
2014
 

Lease and related occupancy costs

   $ 58       $ 12       $ (24   $ 46   

Severance

          

Other

          
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 58       $ 12       $ (24   $ 46   
  

 

 

    

 

 

    

 

 

   

 

 

 

As of March 31, 2014, the balance of $46,000 for accrued costs associated with the closure of branches is included as a current liability on the Consolidated Balance Sheets as the Company expects that the liabilities for these costs will be settled within one year.

Note 17 – Other Revenues

The components of “Other” revenues as reported in the Consolidated Statements of Income are as follows (in thousands) :

 

     Three Months Ended  
     March 31,  
     2013      2014  

Credit services fees

   $ 1,611       $ 1,400   

Check cashing fees

     749         707   

Title loan fees

     355         95   

Open-end credit fees

     316         1,054   

Other fees

     586         577   
  

 

 

    

 

 

 

Total

   $ 3,617       $ 3,833   
  

 

 

    

 

 

 

Note 18 – Subsequent Events

Equity Grant. On April 23, 2014, the Company granted 24,700 restricted shares to its non-employee directors under the 2004 plan. The total fair market value of the grant was approximately $52,000. The shares granted to the directors vested immediately upon the date of grant but may not be sold for six months after the date of grant.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

The discussion below includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding, among other things, our plans, strategies and prospects, both business and financial. All statements other than statements of current or historical fact contained in this discussion are forward-looking statements. The words “believe,” “expect,” “anticipate,” “should,” “would,” “could,” “plan,” “will,” “may,” “intend,” “estimate,” “potential,” “objective”, “continue” or similar expressions or the negative of these terms are intended to identify forward-looking statements.

These forward-looking statements are based on our current expectations and are subject to a number of risks and uncertainties, which could cause actual results to differ materially from those forward-looking statements. These risks include (1) changes in laws or regulations or governmental interpretations of existing laws and regulations governing consumer protection or payday lending practices, (2) uncertainties relating to the interpretation, application and promulgation of regulations under the Dodd-Frank Wall Street Reform and Consumer Protection Act, including the impact of future regulations proposed or adopted by the Consumer Financial Protection Bureau (CFPB), which was created by that Act, (3) ballot referendum initiatives by industry opponents to cap the rates and fees that can be charged to customer, (4) uncertainties related to the examination process by the CFPB and the potential for indirect rulemaking through the examination process, (5) litigation or regulatory action directed towards the Company or the payday loan industry, (6) volatility in earnings, primarily as a result of fluctuations in loan loss experience and the rate of growth in or closure of branches, (7) risks associated with the leverage of the Company, (8) negative media reports and public perception of the payday loan industry and the impact on federal and state legislatures and federal and state regulators, (9) changes in key management personnel, (10) integration risks and costs associated with acquisitions, and (11) the other risks detailed under Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission . In light of these risks, uncertainties and assumptions, the forward-looking statements in this report may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements. When investors consider these forward-looking statements, they should keep in mind the risk factors and other cautionary statements in this discussion.

Our forward-looking statements speak only as of the date they are made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The discussion in this item is intended to clarify and focus on our results of operations, certain changes in financial position, liquidity, capital structure and business developments for the periods covered by the consolidated financial statements included under Item 1 of this Form 10-Q. This discussion should be read in conjunction with these consolidated financial statements, the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013, and the related notes thereto and is qualified by reference thereto.

EXECUTIVE SUMMARY

We operate primarily through our wholly-owned subsidiaries, QC Financial Services, Inc., QC Loan Services, Inc., QC E-Services, Inc., QC Canada Holdings Inc. and QC Capital, Inc. QC Financial Services, Inc. is the 100% owner of QC Financial Services of California, Inc., Financial Services of North Carolina, Inc., QC Financial Services of Texas, Inc., Express Check Advance of South Carolina, LLC, QC Advance, Inc., Cash Title Loans, Inc. and QC Properties, LLC. QC Canada Holdings Inc. is the 100% owner of Direct Credit Holdings Inc. and its wholly owned subsidiaries (collectively, Direct Credit).

We derive our revenues primarily by providing short-term consumer loans, known as payday loans, which represented approximately 65.9% of our total revenues for the three months ended March 31, 2014. We earn fees for various other financial services, such as installment loans, credit services, check cashing services, title loans,

 

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open-end credit, debit cards, money transfers and money orders. We operated 430 branches in 23 states at March 31, 2014. In all states in which we offer payday loans, we fund our payday loans directly to the customer and receive a fee. Fees charged to customers vary from state to state, generally ranging from $15 to $20 per $100 borrowed, and in most cases, are limited by state law.

We began offering branch-based installment loans to customers in our Illinois branches during second quarter 2006 and expanded that product offering to customers in additional states during 2009 and 2010. In 2012, we introduced new installment loan products (signature loans and auto equity loans) to meet high customer demand for longer-term loan options. These new products are higher-dollar and longer-term installment loans that are centrally underwritten and distributed through our existing branch network. As of March 31, 2014, we offered the installment loan products to our customers in Arizona, California, Colorado, Idaho, Illinois, Missouri, New Mexico, South Carolina, Utah and Wisconsin. The installment loans are payable in monthly installments (principal plus accrued interest) with terms typically ranging from four months to 48 months, and all loans are pre-payable at any time without penalty. The fee for the installment loan varies based on the amount borrowed and the term of the loan. Generally, the amount that we advance under an installment loan ranges from $400 to $3,000.

In Texas, through one of our subsidiaries, we operate as a credit service organization (CSO) on behalf of consumers in accordance with Texas laws. We charge the consumer a CSO fee for arranging for an unrelated third-party to make a loan to the consumer and for providing related services to the consumer, including a guarantee of the consumer’s obligation to the third-party lender.

On September 30, 2011, QC Canada Holdings Inc, our wholly-owned subsidiary, acquired 100% of the outstanding stock of Direct Credit Holdings Inc. (Direct Credit), a British Columbia company engaged in short-term, consumer Internet lending in certain Canadian provinces. Direct Credit was founded in 1999 and has developed and grown a proprietary Internet-based platform in Canada. The acquisition of Direct Credit is part of the implementation of our strategy to diversify by increasing our product offerings and distribution, as well as expanding our presence into international markets.

We have elected to organize and report on our business units as three reportable segments (Branch Lending, Centralized Lending and E-Lending). The Branch Lending segment includes branches that offer payday loans, installment loans, credit services, check cashing services, title loans, open-end credit, prepaid debit cards, money transfers and money orders. The Centralized Lending segment includes long-term installment loans (Signature Loans and Auto Equity Loans) that are centrally underwritten. The E-Lending segment includes the Internet lending operations in the United States and Canada. We evaluate the performance of our reportable segments based on, among other things, gross profit, income from continuing operations before income taxes and return on invested capital.

Our major expenses include salaries and benefits, provisions for losses and occupancy expense for our leased real estate. Salaries and benefits are generally driven by changes in number of branches and loan volumes. With respect to the provision for losses, if a customer’s check, ACH or debit card is returned by the bank as uncollected, we make an immediate charge-off to the provision for losses for the amount of the customer’s loan, which includes accrued fees and interest. Any recoveries on amounts previously charged off are recorded as a reduction to the provision for losses in the period recovered. Regional and corporate expenses, which include compensation of employees, professional fees and equity award charges, are our other primary costs.

We also evaluate our business units based on revenue growth and loss ratio (which is losses as a percentage of revenues). With respect to our branch network, we also consider the length of time the branch has been open and its geographic location. We monitor newer branches for their progress to profitability and rate of loan growth.

We have experienced seasonality in our operations, with the first and fourth quarters typically being our strongest periods as a result of broader economic factors, such as holiday spending habits at the end of each year and income tax refunds during the first quarter.

 

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In response to changes in the overall market, including particularly changes to laws under which we operate, we have closed a significant number of branches over the past five years. The following table sets forth our de novo branch openings, branch acquisitions and branch closings since January 1, 2009.

 

                                   March 31,  
     2009     2010     2011     2012     2013     2014  

Beginning branch locations

     585        556        523        482        466        432   

De novo branches opened during period

     3        1        2        8        6     

Branches closed/sold during period (a)

     (32     (34     (43     (24     (40     (2
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending branch locations

     556        523        482        466        432        430   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) The number of branches closed during 2012 does not include 38 branches that we decided in December 2012 to close during first half of 2013. The number of branches closed during 2013 does not include 35 branches that we decided in December 2013 to close during first half of 2014. During first quarter of 2014, we closed two of these branches and decided one branch would remain open. For the three months ended March 31, 2014, these 34 branches are included as part of discontinued operations.

In recent years, we have focused on growing revenue by introducing new products that serve our existing loyal customer base and on increasing profitability through streamlined operations. In 2014, we expect to continue the growth of our longer-term, centrally underwritten installment loan products by introducing them to additional branches within our branch network. We continually evaluate opportunities for product and geographic expansion and for new branch development to complement existing branches within a given state or market.

We believe the acquisition of Direct Credit broadens our product platform and distribution, as well as expands our presence by entering into international markets. Although the Canadian market is much smaller than the U.S. market, there is still significant room for organic growth, and Direct Credit is a scalable platform with a competitive method for funding loans. In December 31, 2013, we started to pilot online payday loans to customers in Missouri, Texas and Utah and we plan to offer this product to customers in additional states during 2014.

The payday loan industry began its rapid growth in 1996, when there were an estimated 2,000 payday loan branches in the United States. According to Community Financial Services Association, industry analysts estimate that the industry has approximately 17,800 payday loan branches in the United States and approximately 1,400 payday loan and check cashing retail locations in Canada. During 2013, the branches in the United States extended approximately $30 billion in short-term credit to millions of middle-class households that experienced cash-flow shortfalls between paydays. As the branch count grew over the last decade, a greater number of Internet-based payday loan providers emerged. Industry analysts estimated that Internet-based payday loan providers extended approximately $15.9 billion to their customers during 2013. In the last few years, the rate of growth for these Internet providers has exceeded that of the branch-based lenders. We believe this trend will continue into the foreseeable future as consumers become more comfortable transacting electronically.

We believe our industry is highly fragmented, with the larger companies operating approximately 50% of the total industry branches. After a number of years of growth, the industry has contracted slightly in the past few years, primarily due to changes in laws that govern the payday product. Absent changes in regulations and laws, we do not expect significant fluctuations in the industry’s number of branches in the foreseeable future.

The payday loan industry has followed, and continues to be significantly affected by, payday lending legislation and regulation in the various states and on a national level. We actively monitor and evaluate legislative and regulatory initiatives in each of the states and nationally, and are closely involved with the efforts of the Community Financial Services Association. To the extent that states enact legislation or regulations that negatively impacts payday lending, whether through preclusion, fee reduction or loan caps, our business has been adversely affected in the past and could be further adversely affected in the future. Over the past few years, legislatures in certain states (and voter initiatives in a few states) have enacted interest rate caps from 28% to 36% per annum on payday lending. A 36% per annum interest rate translates to approximately $1.38 per $100 loaned, which effectively precludes us from offering payday loans in those states unless other transaction fees may be charged to the customer.

 

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In the last several years, changes in laws governing payday loans have negatively affected our revenues and gross profit.

 

    During 2009, payday loan-related legislation that severely restricts customer access to payday loans was passed in South Carolina, Washington, Virginia and Kentucky. These law changes adversely affected our revenues and operating income during 2010. For the year ended December 31, 2010, revenues and gross profit from South Carolina, Washington, Virginia and Kentucky declined by $14.1 million and $9.0 million, respectively, compared to the prior year. During 2011 and 2012, as a group, these states generated modest profits but will not return to the level of profitability experienced prior to the customer restrictions, indicative of the challenges inherent with a transition to a new law and new products that are less profitable and provide customers fewer options.

 

    In Arizona, the existing payday lending law expired on June 30, 2010. While we are currently offering installment loans to our Arizona customers, our customers have not embraced this product as they did the payday loan product. For the year ended December 31, 2011, revenues and gross profit from our Arizona branches declined by $1.5 million and $1.4 million, respectively, from the prior year. Our results in 2012 and 2013 improved compared to 2011, however our profitability in 2013 and 2014 has not returned to levels experienced prior to the expiration of the payday law.

 

    In March 2011, a new payday law became effective in Illinois that imposes customer usage restrictions that has negatively affected revenues and profitability. This type of customer restriction, when passed in other states such as Washington, South Carolina and Kentucky, has resulted in a 30% to 60% decline in annual revenues in that state and a more significant decline in gross profit for the state, depending on the types of alternative products that competitors offered within the state. The Illinois law provided for an overlap of the previous lending approach with loans issued under the new law for a period of one year, which extended the time period over which the negative effects of the new law occurred. During 2011, our revenues declined by $2.4 million and our gross profit declined by $2.2 million. During 2012, our revenues declined by $2.0 million and our gross profit declined by $1.8 million. During 2013 and first quarter of 2014, revenues and gross profit for Illinois rebounded modestly from the difficult 2011 and 2012 periods.

There was an effort in Missouri to place a voter initiative on the statewide ballot in November 2012, which was intended to preclude any lending in the state with an annual rate over 36%. The supporters of the voter initiative did not submit a sufficient number of valid signatures to place the initiative on the ballot in November 2012. However, a similar initiative was submitted to the Missouri Secretary of State in December 2012 for inclusion on the November 2014 ballot subject to the proponents submitting the required number of valid signatures in support of the initiative. The deadline for the submission of valid signatures passed on May 4, 2014, and the proponents did not submit the required signatures for the initiative to be placed on the ballot.

 

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Three Months Ended March 31, 2014 Compared with the Three Months Ended March 31, 2013

The following table sets forth our results of operations for the three months ended March 31, 2014 compared to the three months ended March 31, 2013:

 

     Three Months Ended     Three Months Ended  
     March 31,     March 31,  
     2013      2014     2013     2014  
     (in thousands)     (percentage of revenues)  

Revenues

         

Payday loan fees

   $ 26,823       $ 24,614        73.1     65.9

Installment interest and fees

     6,230         8,923        17.0     23.9

Other

     3,617         3,833        9.9     10.2
  

 

 

    

 

 

   

 

 

   

 

 

 

Total revenues

     36,670         37,370        100.0     100.0
  

 

 

    

 

 

   

 

 

   

 

 

 

Operating expenses

         

Salaries and benefits

     8,442         8,046        23.0     21.5

Provision for losses

     6,496         7,741        17.7     20.7

Occupancy

     4,268         4,518        11.6     12.1

Depreciation and amortization

     518         462        1.4     1.2

Other

     2,813         3,306        7.8     8.9
  

 

 

    

 

 

   

 

 

   

 

 

 

Total operating expenses

     22,537         24,073        61.5     64.4
  

 

 

    

 

 

   

 

 

   

 

 

 

Gross profit

     14,133         13,297        38.5     35.6

Regional expenses

     2,940         2,250        8.0     6.0

Corporate expenses

     5,811         4,683        15.8     12.5

Depreciation and amortization

     445         472        1.2     1.3

Interest expense

     354         407        1.0     1.1

Other expense, net

     190         243        0.5     0.7
  

 

 

    

 

 

   

 

 

   

 

 

 

Income from continuing operations before income taxes

     4,393         5,242        12.0     14.0

Provision for income taxes

     1,769         2,144        4.8     5.7
  

 

 

    

 

 

   

 

 

   

 

 

 

Income from continuing operations

     2,624         3,098        7.2     8.3

Loss (gain) from discontinued operations, net of income tax

     611         (355     1.7     (0.9 )% 
  

 

 

    

 

 

   

 

 

   

 

 

 

Net income

   $ 2,013       $ 3,453        5.5     9.2
  

 

 

    

 

 

   

 

 

   

 

 

 

 

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The following table sets forth selected financial and statistical information for the three months ended March 31, 2013 and 2014:

 

     Three Months Ended
March 31,
 
     2013     2014  

Financial Services Branch Information:

    

Number of branches, beginning of period

     466        432   

De novo branches opened

     5     

Branches closed

     (34     (2
  

 

 

   

 

 

 

Number of branches, end of period

     437        430   
  

 

 

   

 

 

 

Average number of branches open during period (excluding branches reported as discontinued operations)

     398        398   
  

 

 

   

 

 

 

Average revenue per branch (in thousands)

   $ 82      $ 77   

Other Information:

    

Payday Loans:

    

Payday loan volume (in thousands)

   $ 174,161      $ 161,501   

Average loan (principal plus fee)

     382        388   

Average fees per loan

     59        60   

Average fee rate per $100

     18        18   

Branch-Based Installment Loans:

    

Installment loan volume (in thousands)

   $ 5,945      $ 5,218   

Average loan (principal plus fee)

     603        629   

Average term (days)

     200        203   

Signature Installment Loans:

    

Installment loan volume (in thousands)

   $ 1,049      $ 2,897   

Average loan (principal)

     1,678        1,929   

Average term (days)

     18        21   

Auto Equity Installment Loans:

    

Installment loan volume (in thousands)

   $ 230      $ 225   

Average loan (principal)

     3,534        3,266   

Average term (days)

     28        31   

Income from Continuing Operations. For the three months ended March 31, 2014, income from continuing operations was $3.1 million compared to $2.6 million for the same period in 2013. A discussion of the various components of net income follows.

 

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Revenues. The following table summarizes our revenues for three months ended March 31, 2013 and 2014 and sets forth the percentage of total revenue for payday loans and the other services we provide.

 

     Three Months Ended
March 31,
     Three Months Ended
March 31,
 
     2013      2014      2013     2014  
     (in thousands)      (percentage of total revenues)  

Revenues

     

Payday loan fees

   $ 26,823       $ 24,614         73.1     65.9

Installment loan interest and fees

     6,230         8,923         17.0     23.9

Credit service fees

     1,611         1,400         4.4     3.7

Check cashing fees

     749         707         2.0     1.9

Title loan fees

     355         95         1.0     0.3

Open-end credit fees

     316         1,054         0.9     2.8

Other fees

     586         577         1.6     1.5
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 36,670       $ 37,370         100.0     100.0
  

 

 

    

 

 

    

 

 

   

 

 

 

Revenues totaled $37.4 million in first quarter 2014 compared to $36.7 million in first quarter 2013, an increase of $700,000 or 1.9%. The increase is due to higher fees and interest from our longer-term, higher-dollar installment products. This growth was substantially offset by lower payday loan revenues.

Revenues from our payday loan product represent our largest source of revenues and were approximately 65.9% of total revenues for the three months ended March 31, 2014. With respect to payday loan volume, we originated approximately $161.5 million in loans during first quarter 2014, which was a decline of 7.3% from the $174.2 million during first quarter 2013. This decline is primarily attributable to the decline from our Branch Lending segment resulting from, among other things, migration to other company products and competition from other companies offering multi-pay loans.

The average payday loan (including fee) totaled $387.62 in first quarter 2014 versus $381.62 during first quarter 2013. Average fees received from customers per loan increased from $59.34 in first quarter 2013 to $59.77 in 2014.

Revenues from installment loan fees totaled $8.9 million in first quarter 2014 compared to $6.2 million in the prior year’s first quarter, an increase of $2.7 million or 43.5%. The increase largely occurred in our Centralized Lending segment and was primarily due to strong demand and migration of customers from the single-pay loan product.

Revenues from credit service fees, check cashing, title loans, open-end credit fees and other sources totaled $3.6 million and $3.8 million for the three months ended March 31, 2013 and 2014, respectively. The increase in open-end credit fees was partially offset by a decline in revenues from credit service fees, check cashing fees and title loan fee, which reflects the reduced demand for these products.

We anticipate our payday loan volumes and revenues in the U.S. will continue to remain soft for the majority of our branches during 2014 due to high unemployment rates, ongoing regulatory and legislative pressures and increasing competition from alternative short and intermediate term lending providers. In addition, beginning in late fourth quarter 2013, we initiated a new underwriting platform for our single-pay loan products in Missouri, Utah, California and Kansas. In March 2014, we introduced this platform in New Mexico, Idaho and Illinois. We expect that this new platform will result in a modest reduction in revenues, but will improve overall credit quality, thereby improving gross profit. We plan to introduce this underwriting platform in the remainder of our states throughout 2014. We will continue to introduce our longer-term centrally approved installment loan products to customers in additional states, to the extent permitted by state laws and regulations. We believe there is a reasonable demand for these types of products and, as a result, expect growth in total installment revenues in 2014 and beyond. In addition, we expect to generate modest revenues in connection with the introduction of our products online in various states during 2014.

 

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Operating Expenses. Total operating expenses increased $1.6 million, from $22.5 million during first quarter 2013 to $24.1 million in first quarter 2014. Total operating costs, exclusive of loan losses, increased from $16.0 million during first quarter 2013 to $16.3 million in first quarter 2014. The increase was primarily attributable to higher marketing costs and bank-related charges, partially offset by a decline in overall compensation.

The provision for losses increased from $6.5 million in first quarter 2013 to $7.7 million during first quarter 2014. Our loss ratio was 17.7% in first quarter 2013 compared to 20.7% in first quarter 2014. The higher loss ratio in first quarter 2014 is primarily due to the ongoing seasoning of our higher-dollar installment products. Our charge-offs as a percentage of revenue were 49.5% during first quarter 2014 compared to 43.7% during first quarter 2013. Our collections as a percentage of charge-offs were 46.8% during first quarter 2014 compared to 52.8% during first quarter 2013. We believe that the collection environment is becoming increasingly difficult as commercial banks discontinue depository and treasury relationships with businesses in our industry. In addition, we received cash of approximately $199,000 from the sale of certain payday loan receivables during first quarter 2014 that had previously been written off compared to $126,000 during first quarter 2013.

Gross Profit. The following table summarizes our gross profit and gross margin (gross profit as a percentage of revenues) of each operating segment for the three months ended March 31, 2013 and 2014.

 

     Gross Profit (Loss)      Gross Margin %  
     Three Months Ended      Three Months Ended  
     March 31,      March 31,  

Operating Segment

   2013      2014      2013     2014  
     (in thousands)               

Branch Lending

   $ 12,862       $ 11,475         39.2     37.4

Centralized Lending

     901         1,678         42.2     34.5

E-Lending

     370         144         21.5     7.9
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 14,133       $ 13,297         38.5     35.6
  

 

 

    

 

 

    

 

 

   

 

 

 

Gross profit declined by $800,000, or 5.7%, from $14.1 million in first quarter 2013 to $13.3 million in first quarter 2014. The decrease in gross profit quarter-to-quarter was primarily attributable to declines in our Branch Lending segment for the reasons noted above.

Regional and Corporate Expenses. Regional and corporate expenses decreased from $8.8 million in first quarter 2013 to $6.9 million in first quarter 2014. This decline reflects: i) $445,000 in severance and related costs in connection with a restructuring during first quarter 2013, ii) reduced public affairs expenditures during first quarter 2014, and iii) lower overall compensation during first quarter 2014 resulting from the first quarter 2013 restructuring.

Interest Expense. Interest expense increased from $354,000 during first quarter 2013 to $407,000 during first quarter 2014. The increase was a result of a slightly higher average borrowing rate in 2014.

Income Tax Provision. The effective income tax rate for the first quarter 2014 was 40.9% compared to 40.3% in the prior year’s first quarter. The higher rate reflects the effect of current year permanent tax items on reduced pretax earnings.

 

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Discontinued Operations. In September 2013, we approved a plan to discontinue our automotive business. In December 2013, we sold our automotive business to an unaffiliated limited liability company (Buyer) for approximately $6.0 million. The purchase agreement provided for the sale of certain assets of the automotive business primarily consisting of loans receivable, automobile inventory, fixed assets and other assets. In addition, the Buyer hired a significant number of our automotive business personnel. The Buyer assumed no liabilities in conjunction with the purchase of those assets, other than lease obligations for the four buy-here, pay-here locations previously leased by us. We also entered into a lease agreement with the Buyer for the one location that we own. To facilitate the willingness of one landlord to enter into a new lease with Buyer, we guaranteed the rental obligations of Buyer for 12 months of the lease. The aggregate rental obligation under the lease during the guaranteed period is approximately $36,000.

The operating environment for our automotive business had become increasingly challenging and operating results more volatile over the past several quarters, given the difficult general economic climate. In light of these circumstances, we elected to discontinue our automotive business during fourth quarter 2013 in order to focus on our consumer lending operations in the United States and Canada.

For the year ended December 31, 2013, we recorded a non-cash loss of $2.8 million in connection with the disposal of our automotive business. Approximately $1.9 million of this charge was a non-cash fair-value adjustment to customer loans receivable. In addition, we recorded a non-cash impairment charge related to a write-off of goodwill and intangible assets totaling $679,000. Other fair value adjustments to vehicle inventories, fixed assets and other items accounted for the remaining charge of $256,000.

In December 2013, we approved the closure of 35 underperforming branches during first half of 2014. In first quarter 2014, we closed two of these branches and decided that one branch would remain open. The remaining branches are scheduled to be closed or sold during second quarter 2014.

The operations from the branches we plan to close during 2014 and the results from the automotive business are reported as discontinued operations. The Consolidated Statements of Income and related disclosures in the accompanying notes present the results of these branches and our automotive business as discontinued operations for all periods presented

Summarized financial information for discontinued operations during the three months ended March 31, 2013 and 2014 is presented below (in thousands) :

 

     Three Months Ended
March 31,
 
     2013     2014  

Total revenues

   $ 6,339      $ 2,277   

Provision for losses (a)

     862        307   

Operating expenses

     5,654        1,378   
  

 

 

   

 

 

 

Gross profit (loss)

     (177     592   

Other, net

     (806     (14
  

 

 

   

 

 

 

Gain (loss) before income taxes

     (983     578   

Income tax benefit (expense)

     372        (223
  

 

 

   

 

 

 

Gain (loss) from discontinued operations

   $ (611   $ 355   
  

 

 

   

 

 

 

 

(a) In 2013, the provision for losses amount includes $976,000 from the discontinued automotive business.

 

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LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Our primary source of liquidity is cash provided by operations. In addition, liquidity is available through our credit arrangements, principally our $16 million revolving line of credit. Our credit facility matures on September 30, 2014; however we expect to extend the current credit facility or enter into a new credit facility during the next six months.

At this time, we believe that our available short-term and long-term capital resources are sufficient to fund our working capital requirements, scheduled debt payments (assuming refinancing of our revolving credit facility on or before September 30, 2014), interest payments, capital expenditures and income tax obligations. However, our recent financial performance has resulted in less favorable borrowing terms and may adversely affect our ability to extend our revolving credit facility or to obtain additional loans to finance our business operations or acquisition opportunities. In addition to the generally tight credit markets in the past five years as a result of the 2008-2009 recession and national credit crisis, we have experienced declining financial results in the past three years, which have resulted in our failure to meet various financial covenants in our credit agreements. While our bank lending group has waived or amended those financial covenants in the past, it is possible that we may not be able to obtain a waiver or amendment if we violate any financial covenants in the future. In addition, each waiver or amendment we have received in the past has resulted in less availability under our revolving credit agreement, stricter payment requirements on our term loans and generally higher loan costs and tighter loan covenants (including restrictions on payment of dividends). Unless our financial results improve in 2014, we may not be able to extend or refinance our current credit facility at all or on terms that are attractive to us. The reduced availability under our current revolving credit facility, or the inability to refinance our current credit facility, could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged. Such measures could include deferring capital expenditures, including acquisitions, restricting growth of the long-term installment loan product, reducing operating expenses, pursuing the sale of certain assets or considering other alternatives designed to enhance liquidity.

Credit Facility

On September 30, 2011, we entered into an amended and restated credit agreement with a syndicate of banks to replace our prior credit agreement, which was previously amended on December 7, 2007. The credit agreement provided for a term loan of $32 million (since retired) and a revolving line of credit (including provisions permitting the issuance of letters of credit and swingline loans) in the aggregate principal amount of up to $27 million. In connection with this refinancing transaction, we issued a total of $3 million in subordinated notes to our two largest shareholders.

The credit agreement contained financial covenants related to EBITDA (earnings before interest, provision for income taxes, depreciation and amortization and non-cash charges related to equity-based compensation), fixed charge coverage, leverage, total indebtedness, liquidity and maximum loss ratio. As of September 30, 2013, we were not in compliance with one of our financial covenants (minimum consolidated EBITDA) as set forth in the credit agreement. On November 12, 2013, we entered into an amendment to the credit agreement to (i) reduce the maximum amount available under the revolving credit facility from $27 million to $18 million; (ii) convert $9 million outstanding under the revolving credit agreement to a term loan to be repaid in four quarterly installments beginning December 31, 2013; (iii) eliminate the minimum consolidated EBITDA requirement through the term of the facility; (iv) allow for the sale of certain assets from our automobile business, which include certain receivables, automobile inventory, equipment and real estate, provided that the greater of $3 million or 50% of the net proceeds is used to reduce the outstanding principal balance of the new term loan; (v) increase the trailing twelve month maximum loss ratio to 30% through December 31, 2013 and 28% thereafter; and (vi) allow for an increase in subordinated debt. The amendment also prohibits the payment of dividends and repurchase of our common stock until the maturity of the facility on September 30, 2014, except for the repurchase of up to $175,000 of stock in connection with vesting of restricted stock held by employees.

 

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The amendment in November 2013 provides that our loss ratio allowed is calculated as of the end of each fiscal month and measured on a trailing 12 month basis. In February 2014, it was determined that we were not in compliance with the financial covenant related to the maximum loss ratio as of January 31, 2014. The calculated loss ratio may not be equal to or greater than (i) 30% for the monthly periods ending September 30, 2013 through December 31, 2013, and (ii) 28% for each monthly period thereafter. As of January 31, 2014, our computed loss ratio for the trailing 12 months was 28.4%, which was in excess of the maximum amount allowed by our credit agreement. On February 28, 2014, we amended the credit agreement to provide for a trailing 12 month maximum loss ratio of 30% for each of January and February 2014 and 28% thereafter. As of March 31, 2014, the loss ratio was 29.5% as computed pursuant to the credit agreement, which exceeded the maximum loss ratio allowed. On April 24, 2014, we entered into an amendment to the credit agreement to provide for a trailing 12 month maximum loss ratio of 30% for the monthly periods ending March 31, 2014 to September 30, 2014. In addition, the amendment also reduced the maximum available under the revolving credit facility from $18 million to $16 million.

Our obligations under the credit agreement are guaranteed by all our operating subsidiaries (other than foreign subsidiaries), and are secured by liens on substantially all of the personal property of the company and our domestic operating subsidiaries. We pledged 65% of the stock of our Canadian subsidiary holding company to secure our obligations under the current credit agreement. The lenders may accelerate our obligations under the current credit agreement if there is a change in control of the company, including an acquisition of 25% or more of the equity securities of the company by any person or group. The credit agreement matures on September 30, 2014. We expect to extend the current credit facility or enter into a new credit facility during the next six months.

Borrowings under the term loan and the facility are available based on two types of loans, Base Rate loans or LIBOR Rate loans. Base Rate loans bear interest at a rate ranging from 1.25% to 2.25% depending on our leverage ratio (as defined in the agreement), plus the higher of the Prime Rate, the Federal Funds Rate plus 0.50% or the one-month LIBOR rate in effect plus 2.00%. LIBOR Rate loans bear interest at rates based on the LIBOR rate for the applicable loan period with a margin over LIBOR ranging from 3.50% to 4.50% depending on our leverage ratio (as defined in the agreement). The loan period for a LIBOR Rate loan may be one month, two months, three months or six months and the loan may be renewed upon notice to the agent provided that no default has occurred. The credit facility also includes a non-use fee ranging from 0.375% to 0.625%, which is based upon our leverage ratio.

In December 2013, we sold substantially all the assets of our automotive business for a cash purchase price of approximately $6.0 million paid at closing. In accordance with the November 2013 amendment to our credit facility, we used $3.0 million of the sale proceeds to make a mandatory prepayment on our $9.0 million term loan. The balance of $6.0 million of the term loan is required to be repaid in four quarterly installments of $1.5 million each, beginning on December 31, 2013.

There was an effort in Missouri to place a voter initiative on the statewide ballot in November 2012, which was intended to preclude any lending in the state with an annual rate over 36%. The supporters of the voter initiative did not submit a sufficient number of valid signatures to place the initiative on the ballot in November 2012. However, a similar initiative was submitted to the Missouri Secretary of State in December 2012 for inclusion on the November 2014 ballot subject to the proponents submitting the required number of valid signatures in support of the initiative. The deadline for the submission of valid signatures passed on May 4, 2014, and the proponents did not submit the required signatures for the initiative to be placed on the ballot.

In first quarter 2014, our Missouri branches accounted for approximately 23% and 30% of our total revenues and gross profits, respectively. The loss of revenues and gross profit would likely cause us to violate one or more of the financial covenants under our current credit agreement and our outstanding subordinated notes.

 

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Subordinated Notes

As a condition to entering into the credit agreement, the lenders required that we issue $3.0 million of senior subordinated notes. On September 30, 2011, we issued $2.5 million initial principal amount of senior subordinated notes to our Chairman of the Board. The remaining $500,000 principal amount of subordinated notes was issued to another major stockholder of the Company, who is not an officer or director of the Company. The subordinated notes bear interest at the rate of 16% per annum, payable quarterly, 75% of which is payable in cash and 25% of which is payable-in-kind (PIK) through the issuance of additional senior subordinated PIK notes. The subordinated notes mature on September 30, 2015, are subject to prepayment at our option, without penalty or premium, on or after September 30, 2014, and are subject to mandatory prepayment, without premium, upon a change of control. The subordinated notes contain events of default tied to our total debt to total capitalization ratio and our total debt to EBITDA ratio. The subordinated notes further provide that upon occurrence of an event of default on the subordinated notes, we may not declare or pay any cash dividend or distribution of cash or other property (other than equity securities of the Company) on our capital stock. As of March 31, 2014, the balance of the subordinated notes was approximately $3.3 million.

Summary cash flow data is as follows (in thousands) :

 

     Three Months Ended
March 31,
 
     2013     2014  

Cash flows provided by (used for):

    

Operating activities

   $ 15,177      $ 18,606   

Investing activities

     (464     (489

Financing activities

     (11,731     (15,430

Effect of exchange rate on cash and cash equivalents

     (33     (68
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     2,949        2,619   

Cash and cash equivalents, beginning of year

     14,124        12,685   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 17,073      $ 15,304   
  

 

 

   

 

 

 

Net cash provided by operating activities for the three months ended March 31, 2014 was $18.6 million compared to $15.2 million during three months ended March 31, 2013. The increase in net income period-to-period was offset by changes in working capital items.

Investing activities for each period were as follows:

 

    Net cash used by investing activities for the three months ended March 31, 2014 was $489,000 which included $629,000 for capital expenditures, partially offset by a $125,000 decrease in restricted cash balance. The capital expenditures included $400,000 for technology and other furnishings at the corporate office.

 

    Net cash used by investing activities for the three months ended March 31, 2013 was $464,000 which included $524,000 for capital expenditures. The capital expenditures included $184,000 for technology and other furnishings at the corporate office.

Financing activities for each period were as follows:

 

    Net cash used for financing activities for the three months ended March 31, 2014 was $15.4 million, which primarily consisted of $14.7 million in repayments of indebtedness under the revolving credit facility, $1.5 million in repayments on a term loan and $174,000 for the repurchase of 70,000 shares of common stock in connection with vesting of restricted stock held by employees. These items were partially offset by the borrowing of $1.0 million under the revolving credit facility.

 

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    Net cash used for financing activities for the three months ended March 31, 2013 was $11.7 million, which primarily consisted of $11.5 million in repayments of indebtedness under the revolving credit facility, $887,000 in dividend payments to stockholders and $344,000 for the repurchase of 101,000 shares of common stock. These items were partially offset by the borrowing of $1.0 million under the revolving credit facility.

Cash Flows from Discontinued Operations

In our statement of cash flows, the cash flows from discontinued operations are combined with the cash flows from continuing operations. During first quarter 2014, the absence of cash flows from discontinued operations did not have a material effect on our liquidity and capital resource needs.

Short-term Liquidity and Capital Requirements

We believe that our available cash, expected cash flow from operations, and borrowings available under our credit facility will be sufficient to fund our liquidity and capital expenditure requirements during 2014. Expected short-term uses of cash include funding of any increases in payday and installment loans, debt repayments, interest payments on outstanding debt, financing of new branch expansion and small acquisitions, if any, and development of an Internet lending platform in the United States. Our credit facility matures on September 30, 2014. We expect to extend the current credit facility or enter into a new credit facility during the next six months.

We expect that the majority of our cash requirements will be satisfied through internally generated cash flows, with any shortfall being funded through borrowing under our revolving credit facility. If cash flows from operations, cash resources or availability under the credit agreement fall below expectations, we may be forced to seek additional financing, restrict growth of the long-term installment loan product, reduce operating expenses, pursue the sale of certain assets or consider other alternatives designed to enhance liquidity.

We believe that any acquisition-related capital requirements would be satisfied by draws on our current revolving credit facility, an additional term loan under an amended credit facility or a similar debt product. Our ability to pursue business opportunities may be more constrained than in previous years as the revolving portion of the credit agreement was reduced from $27 million to $18 million when we entered into an amendment to the credit agreement on November 12, 2013 (and subsequently reduced to $16 million as a result of the fifth amendment to the credit facility on April 24, 2014).

In November 2008, our board of directors established a regular quarterly dividend of $0.05 per common share. In connection with the amendment to our credit agreement in November 2013, we are prohibited from paying any dividends through the maturity of the credit agreement on September 30, 2014.

Our board of directors has authorized us to repurchase up to $60 million of our common stock in the open market and through private purchases. The acquired shares may be used for corporate purposes, including shares issued to employees in stock-based compensation programs. As of March 31, 2014, we have repurchased a total of 5.8 million shares at a total cost of approximately $56.1 million, which leaves approximately $3.9 million that may yet be purchased under the current program, which expires June 30, 2015. In connection with the amendment to our credit agreement in November 2013, we are prohibited from repurchasing our common stock through the maturity of the credit agreement on September 30, 2014, except for the repurchase of up to $175,000 of stock in connection with the funding of employee income tax withholding obligations arising from the vesting of restricted stock. In February 2014, we repurchased 70,000 shares at a total cost of $174,000, in connection with the funding of employee income tax withholding obligations arising from the vesting of restricted shares.

Long-term Liquidity and Capital Requirements

As part of our business strategy, we consider acquisitions and strategic business expansion opportunities from time to time. We believe our current cash position, the availability under the credit facility and our expected cash flow from operations should provide the capital needed to fund internal growth opportunities, assuming no material acquisitions in 2014.

 

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In response to changes in the overall market, over the past few years we have substantially reduced our branch expansion efforts. Since January 1, 2007, we have opened 52 branches with the majority (32) of those opened during 2007 and 2008. The capital costs of opening a de novo branch include leasehold improvements, signage, computer equipment and security systems, and the costs vary depending on the branch size, location and the services being offered. The average cost of capital expenditures for branches opened during 2007 and 2008 was approximately $44,000 per branch. Existing branches require minimal ongoing capital expenditure, with the majority of any expenditure related to discretionary renovation or relocation projects.

On September 30, 2011, we acquired Direct Credit. While Direct Credit has continued its pre-acquisition ability to generate sufficient cash flows to fund its business and any related growth, pursuant to our credit agreement, we may provide up to $3.0 million in working capital financing to support Direct Credit’s business needs. As we intend to indefinitely reinvest the earnings of our foreign affiliates, those earnings will not be available for repatriation.

In 2012, we introduced new installment loan products (signature loans and auto equity loans) to meet high customer demand for longer-term loan options. These new products are higher-dollar and longer-term installment loans that are centrally underwritten and distributed through our existing branch network. The signature loans carry a maximum advance amount of approximately $3,000 and a term of 6 to 36 months. Auto equity loans, which are higher-dollar, multi-pay first lien title loans, carry a maximum advance amount of $15,000 and a term of 12 months to 48 months. The growth and acceptance of these products by our customers has exceeded our expectations. As of March 31, 2014, we offered these installment loan products to customers in approximately 200 branches. In 2014, we expect to continue the growth of our longer-term, centrally underwritten installment loan product by introducing it to additional branches within our branch network. As these products progress, we will evaluate the capital requirements needed as these products are cash flow negative in the early stages due to the long term nature of the products.

Concentration of Risk .

Our short-term lending branches located in the states of Missouri and California represented approximately 23% and 16% of total revenues for the three months ended March 31, 2014. Our short-term lending branches located in the states of Missouri and California represented approximately 30% and 15%, respectively, of total gross profit for the three months ended March 31, 2014. To the extent that laws and regulations are passed that affect our ability to offer loans or the manner in which we offer loans in either of these states, our financial position, results of operations and cash flows could be adversely affected.

There was an effort in Missouri to place a voter initiative on the statewide ballot in November 2012, which was intended to preclude any lending in the state with an annual rate over 36%. The supporters of the voter initiative did not submit a sufficient number of valid signatures to place the initiative on the ballot in November 2012. However, a similar initiative was submitted to the Missouri Secretary of State in December 2012 for inclusion on the November 2014 ballot subject to the proponents submitting the required number of valid signatures in support of the initiative. The deadline for the submission of valid signatures passed on May 4, 2014, and the proponents did not submit the required signatures for the initiative to be placed on the ballot.

Seasonality

Our businesses are seasonal due to fluctuating demand for short-term loans during the year. Historically, we have experienced our highest demand for short-term loans in January and in the fourth calendar quarter. As a result, to the extent that internally generated cash flows are not sufficient to fund the growth in loans receivable, fourth quarter and the month of January are the most likely periods of time for utilization or increase in borrowings under our credit facility. Due to the receipt by customers of their income tax refunds, demand for short-term loans has historically declined in the balance of the first quarter of each calendar year and the first month of the second quarter. Accordingly, this period is typically when any outstanding borrowings under the credit facility would be repaid (exclusive of any other capital-usage activity, such as acquisitions, significant stock repurchases, etc.). Our loss ratio historically fluctuates with these changes in short-term loan demand, with a higher loss ratio in the second and third quarters of each calendar year and a lower loss ratio in the first and fourth

 

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quarters of each calendar year. During mid-second quarter through third quarter, periodic utilization of our credit facility is not unusual, based on the level of loan losses and other capital-usage activities. Due to the seasonality of our business, results of operations for any quarter are not necessarily indicative of the results of operations that may be achieved for the full year.

Off-Balance Sheet Arrangements

In September 2005, we began operating through a subsidiary as a CSO in our Texas branches. As a CSO, we act as a credit services organization on behalf of consumers in accordance with Texas laws. We charge the consumer a fee for arranging for an unrelated third-party lender to make a loan to the consumer and for providing related services to the consumer, including a guarantee of the consumer’s obligation to the third-party lender. We also service the loan for the lender. We are not involved in the loan approval process or in determining the loan approval procedures or criteria, and we do not acquire or own any participation interest in the loans. Consequently, loans made by the lender will not be included in our loans receivable balance and will not be reflected in the Consolidated Balance Sheets. Under the agreement with the current lender, however, we absorb all risk of loss through our guarantee of the consumer’s loan from the lender. As of December 31, 2013 and March 31, 2014, the consumers had total loans outstanding with the lender of approximately $2.8 million and $1.2 million, respectively. Because of the economic exposure for potential losses related to the guarantee of these loans, we record a payable at fair value to reflect the anticipated losses related to uncollected loans.

The following table summarizes the activity in the CSO liability (in thousands) :

 

     Three Months Ended  
     March 31,  

Allowance for loan losses

   2013     2014  

Balance, beginning of period

   $ 100      $ 985   

Charge-offs

     (792     (719

Recoveries

     234        192   

Provision for losses

     558        (205
  

 

 

   

 

 

 

Balance, end of period

   $ 100      $ 253   
  

 

 

   

 

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have had no significant changes in our Quantitative and Qualitative Disclosures About Market Risk from that previously reported in our Annual Report on Form 10-K for the year ended December 31, 2013.

 

Item 4. Controls and Procedures

We maintain a system of disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act) as of the end of the period covered by this report, have concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

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Our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings

There have been no material developments in the first quarter 2014 in any cases material to the Company as reported in our 2013 Annual Report on Form 10-K except as noted below.

Our Direct Credit subsidiary is a defendant in a class action lawsuit filed on October 2011 in the Supreme Court of British Columbia, as described in our annual report on Form 10-K for the year ended December 31, 2013. On March 19, 2014, the Supreme Court of British Columbia entered a judgment regarding certain procedural matters relating to the class action, including (i) a formal rule certifying the class (which Direct Credit had not opposed), (ii) setting a 10-year statute of limitation period for the covered claims from the date the complaint was filed on October 18, 2011, (iii) setting end dates for the class period, which varies from province and territory, (iv) providing that all class members that entered into loan agreements on or after June 20, 2009 will be class members unless they opt out of the class, (v) proving that all other class members must opt into the class within three months after the notice of class certification is issued, and (vi) certain related matters.

The parties have reached an oral settlement of this matter, subject to negotiation and execution of a written settlement agreement and receipt of required court approval of the settlement terms. Our share of the proposed settlement amount and ancillary expenses, net of indemnification from the prior owners of Direct Credit, is expected to be approximately $500,000. We have reserved in the accompanying financial statements the estimated gross liability for settling this litigation or the agreed upon terms and recorded an indemnification asset due from the prior owners.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities. The following table sets forth certain information about the shares of common stock we repurchased during the first quarter 2014.

 

Period

   Total
Number of
Shares
Purchased
     Average
Price Paid
Per Share
     Total Number
of Shares
Purchased as
Part of Publicly
Announced
Program
     Maximum
Approximate
Dollar Value of
Shares that May
Yet Be
Purchased Under
the Program
 

January 1 – January 31

     —         $ —           —         $ 3,855,855   

February 1 – February 28 (a)

     70,191         2.48            3,855,855   

March 1 – March 31

              3,855,855   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     70,191       $ 2.48         —         $ 3,855,855   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(a) Stock repurchase of 70,191 shares in February 2014 were made in connection with the funding of employee income tax withholding obligations arising from the vesting of restricted shares.

 

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On May 21, 2013, our board of directors extended our common stock repurchase program through June 30, 2015. The board of directors has previously authorized us to repurchase up to $60 million of our common stock in the open market and through private purchases. As of March 31, 2014, we have repurchased a total of 5.8 million shares at a total cost of approximately $56.1 million, which leaves approximately $3.9 million that may yet be purchased under the current program. In connection with the amendment to our credit agreement in fourth quarter 2013, we are prohibited from repurchasing our common stock through the maturity of the credit agreement on September 30, 2014, except for the repurchase of up to $175,000 of stock in connection with the funding of employee income tax withholding obligations arising from the vesting of restricted stock. In February 2014, we repurchased 70,000 shares at a total cost of $174,000, in connection with the funding of employee income tax withholding obligations arising from the vesting of restricted shares.

 

Item 6. Exhibits

 

10.1    Fifth Amendment Agreement (to Credit Agreement) dated April 24, 2014 amount QC Holdings, Inc., U.S. Bank National Association, as Agent and Arranger, and the Lenders that are party thereto.
31.1    Certification of Chief Executive Officer under Rule 13-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Chief Financial Officer under Rule 13-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certification of Chief Executive Officer pursuant to Section 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2    Certification of Chief Financial Officer pursuant to Section 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101    The following information from the QC Holdings, Inc. quarterly report on Form 10-Q for the quarter ended March 31, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statement of Stockholders’ Equity, and (vi) related Notes to the Consolidated Financial Statements, tagged in detail.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized and in the capacities indicated on May 8, 2014.

 

QC Holdings, Inc.

/s/ Darrin J. Andersen

Darrin J. Andersen
President and Chief Executive Officer

/s/ Douglas E. Nickerson

Douglas E. Nickerson

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

Page 38

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