Exhibit 14
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INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended March 31, 2010
(UNAUDITED)
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INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except share and per share amounts)
| | Three Months Ended | | Nine Months Ended | |
| | March 31 | | March 31 | | March 31 | | March 31 | |
| | 2010 | | 2009 | | 2010 | | 2009 | |
REVENUE | | | | | | | | | |
Brokerage | | $ | 32,330 | | $ | 30,094 | | $ | 102,237 | | $ | 91,686 | |
Other income | | 8,428 | | 6,212 | | 22,445 | | 19,089 | |
| | 40,758 | | 36,306 | | 124,682 | | 110,775 | |
| | | | | | | | | |
EXPENSES | | | | | | | | | |
Salaries and benefits | | 16,412 | | 14,029 | | 47,791 | | 40,778 | |
Selling, general and administrative | | 6,682 | | 7,534 | | 18,868 | | 19,805 | |
Retention payments | | 5,300 | | 4,537 | | 15,400 | | 13,388 | |
Rent | | 3,618 | | 3,097 | | 10,252 | | 8,689 | |
Advertising and promotion | | 989 | | 901 | | 3,589 | | 2,354 | |
Amortization of capital assets | | 1,436 | | 1,473 | | 5,099 | | 4,129 | |
Amortization of intangible assets | | 217 | | 50 | | 502 | | 138 | |
Class action settlements - Note 10 | | 2,715 | | — | | 2,815 | | 1,910 | |
| | 37,369 | | 31,621 | | 104,316 | | 91,191 | |
| | | | | | | | | |
INCOME BEFORE INCOME TAXES | | 3,389 | | 4,685 | | 20,366 | | 19,584 | |
| | | | | | | | | |
PROVISION FOR INCOME TAXES | | | | | | | | | |
Current | | 77 | | 1,344 | | 5,613 | | 2,307 | |
Future | | 1,113 | | 274 | | 1,447 | | 3,864 | |
| | 1,190 | | 1,618 | | 7,060 | | 6,171 | |
| | | | | | | | | |
NET INCOME AND COMPREHENSIVE INCOME | | $ | 2,199 | | $ | 3,067 | | $ | 13,306 | | $ | 13,413 | |
| | | | | | | | | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | | | | | | | | | |
Basic | | 16,909,293 | | 16,927,482 | | 16,829,364 | | 18,299,441 | |
Diluted | | 17,322,466 | | 16,950,636 | | 17,235,430 | | 18,343,047 | |
| | | | | | | | | |
BASIC EARNINGS PER SHARE | | | | | | | | | |
Net income and comprehensive income | | $ | 0.13 | | $ | 0.18 | | $ | 0.80 | | $ | 0.73 | |
| | | | | | | | | |
DILUTED EARNINGS PER SHARE | | | | | | | | | |
Net income and comprehensive income | | $ | 0.13 | | $ | 0.18 | | $ | 0.78 | | $ | 0.73 | |
See accompanying notes to interim consolidated financial statements.
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INTERIM CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
(Unaudited)
(in thousands)
| | Three Months Ended | | Nine Months Ended | |
| | March 31 | | March 31 | | March 31 | | March 31 | |
| | 2010 | | 2009 | | 2010 | | 2009 | |
RETAINED EARNINGS, BEGINNING OF PERIOD | | $ | 25,651 | | $ | 18,881 | | $ | 20,978 | | $ | 21,341 | |
Dividends on common shares | | (1,694 | ) | (1,101 | ) | (5,712 | ) | (4,211 | ) |
Shares repurchased - Note 8 (a) | | — | | — | | (2,416 | ) | (9,696 | ) |
Net income and comprehensive income for the period | | 2,199 | | 3,067 | | 13,306 | | 13,413 | |
RETAINED EARNINGS, END OF PERIOD | | $ | 26,156 | | $ | 20,847 | | $ | 26,156 | | $ | 20,847 | |
See accompanying notes to interim consolidated financial statements.
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INTERIM CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands)
| | March 31 | | June 30 | |
| | 2010 | | 2009 | |
ASSETS | | | | | |
Current assets | | | | | |
Cash - Note 4 | | $ | 17,550 | | $ | 18,519 | |
Accounts receivable - Note 5 | | 6,158 | | 2,864 | |
Prepaid expenses and other | | 2,026 | | 1,497 | |
Income taxes receivable | | — | | 150 | |
Current future income taxes | | 701 | | 1,622 | |
| | 26,435 | | 24,652 | |
| | | | | |
Long term receivable - Note 5 | | 450 | | — | |
Deposits and other | | 562 | | 481 | |
Long term investments - Note 6 | | 540 | | 180 | |
Future income taxes | | 982 | | 969 | |
Capital assets | | 19,476 | | 14,429 | |
Intangible assets | | 9,315 | | 8,531 | |
Goodwill | | 35,043 | | 34,554 | |
| | $ | 92,803 | | $ | 83,796 | |
| | | | | | | |
LIABILITIES | | | | | |
Current liabilities | | | | | |
Accounts payable - Note 7 | | $ | 11,901 | | $ | 14,196 | |
Income taxes payable | | 3,547 | | — | |
Current portion of deferred revenue | | 32 | | 133 | |
Current portion of deferred lease inducements | | 271 | | 260 | |
Current portion of obligations under capital leases and other | | 799 | | 396 | |
| | 16,550 | | 14,985 | |
| | | | | |
Deferred revenue | | — | | 13 | |
Deferred lease inducements | | 537 | | 486 | |
Obligations under capital leases and other | | 1,156 | | 1,029 | |
Future income taxes | | 1,970 | | 1,431 | |
| | 20,213 | | 17,944 | |
| | | | | |
SHAREHOLDERS’ EQUITY | | | | | |
Share capital - Note 8 | | 42,640 | | 40,222 | |
Contributed surplus - Note 9 | | 3,794 | | 4,652 | |
Retained earnings | | 26,156 | | 20,978 | |
| | 72,590 | | 65,852 | |
| | $ | 92,803 | | $ | 83,796 | |
Contingencies - Note 10
Subsequent Events - Note 11
See accompanying notes to interim consolidated financial statements.
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INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
| | Three Months Ended | | Nine Months Ended | |
| | March 31 | | March 31 | | March 31 | | March 31 | |
| | 2010 | | 2009 | | 2010 | | 2009 | |
Cash provided by (used in): | | | | | | | | | |
OPERATING ACTIVITIES | | | | | | | | | |
Net income | | $ | 2,199 | | $ | 3,067 | | $ | 13,306 | | $ | 13,413 | |
Items not affecting cash: | | | | | | | | | |
Amortization of capital assets | | 1,436 | | 1,472 | | 5,099 | | 4,130 | |
Amortization of intangible assets | | 217 | | 50 | | 502 | | 138 | |
Stock-based compensation - Note 9 | | 206 | | 240 | | 591 | | 803 | |
Future income taxes | | 1,113 | | 274 | | 1,447 | | 3,864 | |
| | 5,171 | | 5,103 | | 20,945 | | 22,348 | |
| | | | | | | | | |
Change in non-cash operating items: | | | | | | | | | |
Accounts receivable | | 2,838 | | 392 | | (3,416 | ) | 3,377 | |
Prepaid expenses, deposits and other | | (221 | ) | 53 | | (609 | ) | (507 | ) |
Income taxes receivable | | — | | 261 | | 150 | | (2,216 | ) |
Accounts payable and accrued liabilities | | (1,866 | ) | (700 | ) | (2,330 | ) | 5,401 | |
Income taxes payable | | (729 | ) | — | | 3,547 | | (923 | ) |
Deferred revenue | | (19 | ) | (60 | ) | (114 | ) | (60 | ) |
Deferred lease inducements | | 30 | | (10 | ) | 62 | | (97 | ) |
| | 5,204 | | 5,039 | | 18,235 | | 27,323 | |
| | | | | | | | | |
INVESTING ACTIVITIES | | | | | | | | | |
Business acquisitions - Note 3 | | — | | (152 | ) | (800 | ) | (876 | ) |
Purchase of intangible assets | | (57 | ) | (39 | ) | (1,281 | ) | (522 | ) |
Purchase of capital assets | | (3,498 | ) | (1,577 | ) | (10,061 | ) | (3,730 | ) |
Purchase of long-term investments | | — | | — | | (360 | ) | — | |
| | (3,555 | ) | (1,768 | ) | (12,502 | ) | (5,128 | ) |
| | | | | | | | | |
FINANCING ACTIVITIES | | | | | | | | | |
Proceeds from (repayment of) obligations under capital leases and other | | (51 | ) | (45 | ) | 457 | | (104 | ) |
Dividends paid on common shares | | (1,694 | ) | (1,101 | ) | (5,712 | ) | (4,211 | ) |
Issuance of common shares | | 812 | | — | | 1,889 | | 130 | |
Shares repurchased | | — | | — | | (3,336 | ) | (16,110 | ) |
| | (933 | ) | (1,146 | ) | (6,702 | ) | (20,295 | ) |
| | | | | | | | | |
INCREASE (DECREASE) IN CASH | | 716 | | 2,125 | | (969 | ) | 1,900 | |
CASH, BEGINNING OF PERIOD | | 16,834 | | 15,419 | | 18,519 | | 15,644 | |
CASH, END OF PERIOD | | $ | 17,550 | | $ | 17,544 | | $ | 17,550 | | $ | 17,544 | |
| | | | | | | | | |
Supplemental cash flow information: | | | | | | | | | |
Interest paid | | $ | 28 | | $ | 6 | | $ | 114 | | $ | 59 | |
Interest received | | 1 | | 37 | | 3 | | 362 | |
Income taxes paid | | $ | 836 | | $ | 1,326 | | $ | 2,085 | | $ | 5,671 | |
See accompanying notes to interim consolidated financial statements.
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| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2010 AND 2009 (Unaudited) |
(in thousands, except share and per share amounts)
Nature of Business
The Cash Store Financial Services Inc. (the “Company”) operates under two branch banners: The Cash Store and Instaloans who act as brokers to facilitate short-term advances and provide other financial services to income-earning consumers. As at March 31, 2010, the Company operated 489 (2009 - 423) branches.
The Company’s earnings are seasonal. Typically the Company has its highest revenues in the fourth quarter followed by the first quarter, the second quarter and then lastly the current quarter.
Note 1 - Significant Accounting Policies
Basis of Presentation
These unaudited consolidated interim financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates made by management. The recoverable values of future income tax assets, capital assets, goodwill and intangible assets, the estimated accrued liabilities related to the class action lawsuits, and the amortization periods of capital assets and intangible assets, are the more significant items which reflect estimates in these financial statements.
These unaudited consolidated interim financial statements do not include all of the disclosures required by Canadian GAAP. They should be read in conjunction with the audited consolidated financial statements, including notes thereto, for the year ended June 30, 2009.
Except as disclosed in Note 2, these unaudited consolidated interim financial statements follow the same significant accounting policies and methods of application as the most recent audited consolidated financial statements of the Company for the year ended June 30, 2009.
Note 2 - Changes in Accounting Policies and Practices
As disclosed in the June 30, 2009 annual audited consolidated financial statements, on July 1, 2009, the Company adopted the Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 3064 Goodwill and Intangible Assets (“Section 3064”).
The adoption of this standard has had no material impact on the Company’s financial position, net earnings or cash flows.
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| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2010 AND 2009 (Unaudited) |
(in thousands, except share and per share amounts)
Note 2 - Changes in Accounting Policies and Practices (continued)
Goodwill and Intangible Assets
In February 2008, the CICA issued Handbook Section 3064 (“Section 3064”) Goodwill and Intangible Assets. Section 3064, which replaces Section 3062, Goodwill and Intangible Assets and Section 3450, Research and Development Costs, establishes standards for the recognition, measurement and disclosure of goodwill and intangible assets. The provisions relating to the definition and initial recognition of intangible assets, including internally generated intangible assets, are equivalent to the corresponding provisions of International Reporting Standard IAS 38, Intangible Assets. The Company has evaluated the impact of adopting this standard on our consolidated financial statements and reclassified capitalized software costs in the amount of $4,186 from capital assets to intangible assets. These amendments have been adopted by the Company commencing July 1, 2009 and have been applied retroactively resulting in $3,161 of net assets being reclassified from capital assets to intangible assets in the comparative June 30, 2009 balance sheet, as well as $39 of amortization being reclassified from amortization of capital assets to amortization of intangible assets for the three months ended March 31, 2009, and $109 for the nine months ended March 31, 2009.
Business Combinations
In January 2009, the CICA issued Handbook Section 1582, “Business Combinations” which replaces the existing standard. This section establishes the standards for accounting for business combinations, and states that all assets and liabilities of an acquired business will be recorded at fair value. Obligations for contingent considerations and contingencies will also be recorded at fair value at the acquisition date. The standard also states that acquisition related costs will be expensed as incurred and that restructuring charges will be expensed in the periods after the acquisition date and that non-controlling interests would be measured at their proportionate interest in the fair value of identifiable net assets or at fair value at date of acquisition. This standard is equivalent to the International Financial Reporting Standards on business combinations. This standard is applied prospectively to business combinations with acquisition dates on or after January 1, 2011 and earlier adoption is permitted. The Company has adopted this standard commencing in the year ending June 30, 2010 and will not apply it retrospectively. The adoption of this standard has not had a significant impact on these consolidated financial statements.
Non-Controlling Interests
In January 2009, the CICA issued Handbook Section 1602, “Non-Controlling Interests” which establishes standards for accounting for non-controlling interests of a subsidiary in the preparation of consolidated financial statements subsequent to a business combination. This standard is equivalent to the International Financial Reporting Standards on consolidated and separate financial statements. The Section is effective for interim and annual financial statements beginning on January 1, 2011 and earlier adoption is permitted. The Company has adopted this standard commencing in the year ending June 30, 2010 and will not apply it retrospectively. The adoption of this standard has not had a significant impact on these consolidated financial statements.
Consolidated Financial Statements
In January 2009, the CICA issued Handbook Section 1601, “Consolidated Financial Statements” which replaces the existing standard. This Section carries forward existing Canadian guidance for preparing consolidated financial statements other than non-controlling interests. The Section is effective for interim and annual financial statements beginning on January 1, 2011 and earlier adoption is permitted. The Company has adopted this standard commencing in the year ending June 30, 2010 and will not apply it retrospectively. The adoption of this standard has not had a significant impact on these consolidated financial statements.
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| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2010 AND 2009 (Unaudited) |
(in thousands, except share and per share amounts)
Note 2 - Changes in Accounting Policies and Practices (continued)
Financial Instruments - Recognition and Measurement
In June 2009, the CICA amended Handbook Section 3855, “Financial Instruments - Recognition and Measurement,” to clarify the application of the effective interest method after a debt instrument has been impaired. The Section has also been amended to clarify when an embedded prepayment option is separated from its host instrument for accounting purposes. The amendments apply to interim and annual financial statements relating to fiscal years beginning on or after May 1, 2009 for the amendments relating to the effective interest method. There have been no material impacts on the Company’s financial position, net earnings or cash flows.
Equity
In August 2009, the CICA amended presentation requirements of Handbook Section 3251, “Equity”, as a result of issuing Section 1602, “Non-Controlling Interests”. The amendments apply only to entities that have adopted Section 1602. The Company has evaluated the impact of adopting this standard on our consolidated financial statements and no changes were made.
Comprehensive Revaluation of Assets and Liabilities
In August 2009, the CICA amended Handbook Section 1625, “Comprehensive Revaluation of Assets and Liabilities” as a result of issuing Section 1582, “Business Combinations”, Section 1601, “Consolidated Financial Statements”, and Section 1602, “Non-Controlling Interest” in January 2009. The amendments apply prospectively to comprehensive revaluations of assets and liabilities occurring in fiscal years beginning on or after January 1, 2011. Earlier adoption is permitted provided that Section 1582 is also adopted. The Company has adopted this standard commencing in the year ending June 30, 2010 and will not apply it retrospectively. The adoption of this standard has not had a significant impact on these financial statements.
Recent Accounting Pronouncements Not Yet Adopted
Financial Instruments - Recognition and Measurement
In June 2009, the CICA amended Handbook Section 3855, “Financial Instruments - Recognition and Measurement,” to clarify the application of the effective interest method after a debt instrument has been impaired. The Section has also been amended to clarify when an embedded prepayment option is separated from its host instrument for accounting purposes. The amendments relating to embedded prepayment options apply to interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The Company is currently evaluating the impact of this amendment.
Financial Instruments - Disclosure
In June 2009, the CICA amended Handbook Section 3862, “Financial Instruments - Disclosures”, to include additional disclosure requirements about fair value measurements of financial instruments and to enhance liquidity risk disclosure requirements. The amendments apply to annual financial statements relating to fiscal years ending after September 30, 2009. The Company is currently evaluating the impact of the amendment to the standard.
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| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2010 AND 2009 (Unaudited) |
(in thousands, except share and per share amounts)
Note 2 - Changes in Accounting Policies and Practices (continued)
Convergence with International Financial Reporting Standards (“IFRS”)
Canada’s Accounting Standards Board ratified a strategic plan that will result in GAAP, as currently used by Canadian public companies, being evolved and converged with IFRS over a transitional period to be completed by 2011. The official changeover date to IFRS is for interim and annual financial statements related to fiscal years commencing on or after January 1, 2011, specifically July 1, 2011 for the Company.
The Company is currently in the process of developing an IFRS changeover plan which will address key areas such as accounting policies, financial reporting, information systems, disclosure controls and procedures and other business activities. As part of this changeover plan, the Company is currently identifying differences in accounting policies on an ongoing basis as compared to choices that are in accordance with IFRS 1, First-time Adoption of International Financial Reporting Standards.
The Company has not yet finalized its determination of the potential impacts of the differences between GAAP and IFRS, which may or may not be material to the consolidated financial statements. The impact of adoption will be monitored on a continual basis and the Company will disclose the impact of these differences in its future consolidated financial statements, as it finalizes its assessment.
Note 3 - Business Acquisition
On September 1, 2009, the Company acquired all the business assets of Affordable Payday Loans representing eight branches in Ontario and two branches in Alberta for total cash consideration of $800. Affordable Payday Loans operated in the short-term advances industry. The Company is in the process of finalizing its valuation of the net assets acquired, including goodwill and other intangible assets; thus the allocation of the purchase price is subject to change.
Net assets acquired at assigned values
Capital assets | | $ | 12 | |
Customer contracts, relationships, lists and other | | 5 | |
Goodwill | | 816 | |
Accrued liabilities | | (33 | ) |
| | $ | 800 | |
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| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2010 AND 2009 (Unaudited) |
(in thousands, except share and per share amounts)
Note 4 - Cash
The significant components of cash are as follows:
| | March 31 | | June 30 | |
| | 2010 | | 2009 | |
Cash | | $ | 17,550 | | $ | 18,269 | |
Cash Equivalents | | — | | 250 | |
| | $ | 17,550 | | $ | 18,519 | |
Cash equivalents includes a short-term guaranteed investment certificate in the amount of $nil (2009 - $250).
Cash includes $3,000 in externally restricted cash related to the issuance of a standby letter of credit in the same amount. The standby letter of credit was issued pursuant to provisions of an agreement with DirectCash ATM Processing Partnership, our debit and prepaid credit card service provider, which was required to satisfy timing differences in cash settlements. No amounts have been drawn on this letter to date.
Cash also includes $2,963 in funds to facilitate claims related to the Ontario and British Columbia class action lawsuit settlements (Note 10 (a) and (b)).
Note 5 - Accounts Receivable
| | March 31 | | June 30 | |
| | 2010 | | 2009 | |
Mortgages receivable (net of allowance) | | $ | 171 | | $ | 292 | |
Due from investee corporations | | 224 | | 1 | |
Due from suppliers | | 3,667 | | 1,643 | |
Other | | 2,546 | | 928 | |
| | $ | 6,608 | | $ | 2,864 | |
Included in other is a long-term receivable in the amount of $450.
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| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2010 AND 2009 (Unaudited) |
(in thousands, except share and per share amounts)
Note 6 - Long-Term Investments
(a) The Cash Store Australia Holdings Inc.
On March 31, 2008, the Company acquired 3,000,000 shares of The Cash Store Australia Holdings Inc., at a share price of $0.06 per share for a total cost of $180.
(b) RTF Financial Holdings Inc.
On December 31, 2009, the Company acquired 6,000,000 shares of RTF Financial Holdings Inc., at a share price of $0.06 per share for a total cost of $360.
Note 7 - Accounts Payable and Accrued Liabilities
| | March 31 | | June 30 | |
| | 2010 | | 2009 | |
Trade accounts payable and accrued liabilities | | $ | 4,926 | | $ | 3,587 | |
Class action settlements - Note 10 (a) and (b) | | 2,120 | | 6,169 | |
Accrued salaries and benefits | | 2,513 | | 3,458 | |
Amounts due to third party lenders | | 2,075 | | 939 | |
Other | | 267 | | 43 | |
| | $ | 11,901 | | $ | 14,196 | |
Note 8 - Share Capital
(a) Issued share capital
| | March 31 | | June 30 | |
| | 2010 | | 2009 | |
| | Number of | | | | | | | |
| | Shares | | Amount | | Number of Shares | | Amount | |
Authorized: | | | | | | | | | |
Unlimited common shares with no par value | | | | | | | | | |
| | | | | | | | | |
Issued: | | | | | | | | | |
Balance, beginning of year | | 16,959,492 | | $ | 40,222 | | 19,540,002 | | $ | 46,085 | |
Transfer from contributed surplus for stock options exercised - Note 9 | | — | | 1,449 | | — | | 281 | |
Options exercised | | 409,981 | | 1,889 | | 137,960 | | 268 | |
Shares repurchased | | (387,799 | ) | (920 | ) | (2,718,470 | ) | (6,412 | ) |
Balance, end of period | | 16,981,674 | | $ | 42,640 | | 16,959,492 | | $ | 40,222 | |
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| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2010 AND 2009 (Unaudited) |
(in thousands, except share and per share amounts)
Note 8 - Share Capital (continued)
On June 30, 2009, the Company announced its intention to make a normal course issuer bid to purchase, through the facilities of the Toronto Stock Exchange, certain of its outstanding common shares. The number of common shares to be purchased during the period of the normal course issuer bid (the “Bid”) from July 3, 2009 to July 2, 2010 will not exceed 1,063,295 common shares, or approximately 10% of the public float outstanding on June 26, 2009. Common shares purchased pursuant to the Bid will be cancelled. The Company has purchased 387,799 common shares (March 31, 2009 - 1,218 common shares) at a cost of $3,336 for the nine months ended March 31, 2010 (March 31, 2009 - $7,110).
(b) Options to Employees and Directors
The Company has an incentive stock option plan for certain employees, officers and directors. Options issued under the plan have vesting terms that vary depending on date granted and other factors. All stock options must be exercised over specified periods not to exceed five years from the date granted.
| | March 31 | | June 30 | |
| | 2010 | | 2009 | |
| | Total Options | | Weighted Average | | Total Options for | | Weighted Average | |
| | for Shares | | Price | | Shares | | Price | |
Outstanding, beginning of year | | 1,128,356 | | $ | 4.72 | | 1,089,000 | | $ | 4.35 | |
Granted | | 310,000 | | 9.91 | | 305,000 | | 5.91 | |
Exercised | | (409,981 | ) | 4.65 | | (137,960 | ) | 1.94 | |
Forfeited | | (53,333 | ) | 5.77 | | (127,684 | ) | 7.43 | |
Outstanding, end of period | | 975,042 | | 6.35 | | 1,128,356 | | 4.72 | |
Exercisable, end of period | | 297,364 | | $ | 4.39 | | 466,365 | | $ | 4.75 | |
At March 31, 2010, the range of exercise prices, the weighted average exercise price and weighted average remaining contractual life are as follows:
| | | | | | Weighted | | | |
| | Number | | Weighted Average | | Average | | Number | |
Fiscal Year Granted | | Outstanding | | Remaining Term | | Exercise Price | | Exercisable | |
2006 | | 55,489 | | 11 mos. | | $ | 5.40 | | 55,489 | |
2007 | | 50,000 | | 16 mos. | | 5.51 | | 50,000 | |
2008 | | 374,553 | | 32 mos. | | 3.62 | | 171,876 | |
2009 | | 198,333 | | 47 mos. | | 5.35 | | 19,999 | |
2010 | | 296,667 | | 55 mos. | | — | | — | |
| | 975,042 | | 40 mos. | | $ | 4.39 | | 297,364 | |
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| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2010 AND 2009 (Unaudited) |
(in thousands, except share and per share amounts)
Note 9 - Contributed Surplus
For stock options granted to certain employees, officers and directors after July 1, 2002, the Company records compensation expense using the fair value method. Compensation costs are recognized over the vesting period as an increase to stock-based compensation expense, which has been recorded in corporate expenses, with a corresponding increase to contributed surplus. When options are exercised, the fair-value amount in contributed surplus is credited to share capital.
| | March 31 | | June 30 | |
| | 2010 | | 2009 | |
Balance, beginning of year | | $ | 4,652 | | $ | 3,776 | |
Stock options exercised | | (1,449 | ) | (281 | ) |
Agency warrants on proposed financing | | — | | 180 | |
Stock-based compensation expense | | 591 | | 977 | |
| | $ | 3,794 | | $ | 4,652 | |
Note 10 - Class Action Settlements
(a) Ontario and the rest of Canada with the exception of British Columbia and Alberta
On April 13, 2004, a legal proceeding was commenced against The Cash Store Inc. and Instaloans Inc., by Thompson McCutcheon (the “Plaintiff”), a customer. The Plaintiff obtained an order pursuant to the Class Proceedings Act, 1992, S.O. 1992 c.6 (the “Class Proceeding Act”), as amended, certifying the action as a class proceeding and appointing him as the representative of the class. The Plaintiff asserted that the defendants were in breach of the Criminal Code of Canada and the Fair Trading Act as the aggregate of all charges including interest, broker fees and card fees charged was in excess of those allowed by law. The Statement of Claim stated that the members of the Class would seek to recover all amounts charged, collected or received by the defendants at a criminal rate of interest, and/or at an excessive rate as well as damages, costs and interest.
On December 2, 2008, the Ontario Superior Court of Justice certified the class action lawsuit as a class proceeding under the Act, and granted approval of the settlement that had been agreed to between the Company and the representative Plaintiff on behalf of the Class. The settlement does not constitute any admission of liability by Cash Store Financial.
Under the terms of the settlement, the Company is to pay to the class a minimum of $750 and a maximum of $1,500 in cash and a minimum of $750 and a maximum of $1,500 in credit vouchers to those customers of The Cash Store and Instaloans, exclusive of Alberta and British Columbia, who were advanced funds under a loan agreement and who repaid the payday loan plus brokerage fees and interest in full. The credit vouchers may be used to pay existing outstanding brokerage fees and interest or to pay a portion of brokerage fees and interest which may arise in the future through new loans advanced. The credit vouchers are fully transferable and have no expiry date. Based on our estimate of the rate of take-up of the available cash and vouchers, a total provision of $2,010 has been recorded to cover the estimated costs of the settlement, including legal fees and other costs. During the year ended June 30, 2009, the Company paid the legal fees and costs of the class. On August 6, 2009 the claims process was concluded and we issued $750 in vouchers and $750 in cheques to the class members as full and final satisfaction of all claims. As at March 31, 2010, the remaining accrual is $62.
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![](https://capedge.com/proxy/40FR12B/0001104659-10-031834/g84021kv05i001.jpg)
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2010 AND 2009 (Unaudited) |
(in thousands, except share and per share amounts)
Note 10 - Class Action Settlements (continued)
(b) British Columbia
On March 5, 2004, an action under the Class Proceedings Act was commenced in the Supreme Court of British Columbia by Andrew Bodnar and others proposing that a class action be certified, on his own behalf and on behalf of all persons who have borrowed money from the defendants: The Cash Store Inc., Cash Store Financial, and All Trans Credit Union Ltd. The action stems from the allegations that all payday loan fees collected by the defendants constitute interest and therefore violate s. 347 of the Criminal Code. On May 25, 2006, the claim in British Columbia was affirmed as a certified class proceeding of Canada by the B.C. Court of Appeal. In fiscal 2007, the plaintiffs in the British Columbia action brought forward an application to have certain of our customer’s third party lenders added to the Claim. On March 18, 2008, another action commenced in the Supreme Court of British Columbia by David Wournell and others, the “Related Actions”, against Cash Store Financial, Instaloans Inc., and others in respect of the business carried out under the name Instaloans since April 2005.
On May 12, 2009, the Company settled the British Columbia Related Actions in principle. The settlement has been approved by the Court. The settlement does not constitute any admission of liability by Cash Store Financial. As at March 31, 2010, the remaining accrual is $2,058.
Under the terms of the court approved settlement, the Company is to pay to the eligible class members a maximum estimated amount, as at this date, of $9,400 in cash and $9,400 in credit vouchers who were advanced funds under a loan agreement and who repaid the payday loan plus brokerage fees and interest in full or who met certain other eligibility criteria. Thus, the estimated maximum exposure with respect to this settlement is approximately $18,800. The credit vouchers may be used to pay existing outstanding brokerage fees and interest or to pay a portion of brokerage fees and interest which may arise in the future through new loans advanced. The credit vouchers are not transferable and have no expiry date. In addition, the Company is to pay the legal fees and costs of the class. Based on our estimate of the rate of take-up of the available cash and credit vouchers, a provision of $7,715, to date, has been recorded to cover the estimated costs of the settlement, including legal fees of the class and costs to administer the settlement fund. It is possible that additional settlement costs could be required. Such costs, if required, cannot be reasonably determined at this time because of the difficulty in predicting the number of class Members who may advance a claim under the settlement.
(c) Alberta
The Company has been served in prior fiscal periods with a Statement of Claim issued in Alberta alleging that the Company is in breach of s. 347 of the Criminal Code of Canada (the interest rate provision) and certain provincial consumer protection statutes.
The certification motion has been pending since fiscal 2006 and has not yet been heard. On January 19, 2010, the plaintiffs in the Alberta action brought forward an application to have a related subsidiary, certain of our customers’ third-party lenders, directors and officers added to the Claim.
The Company believes that it conducted its business in accordance with applicable laws and it is defending the action vigorously. The likelihood of loss, if any, is not determinable. Accordingly, no provision has been made for this action in the accounts.
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![](https://capedge.com/proxy/40FR12B/0001104659-10-031834/g84021kv05i001.jpg)
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2010 AND 2009 (Unaudited) |
(in thousands, except share and per share amounts)
Note 11 - Subsequent Events
Dividends declared
On April 28, 2010, the Company declared a quarterly cash dividend of $0.10 per common share. The dividend is payable on May 26, 2010 to shareholders of record on May 11, 2010.
Acquisition
On April 26, 2010, the Company acquired all the business assets of 101019134 Saskatchewan Ltd. (EZ Cash) representing 14 branches in Saskatchewan for total cash consideration of $4,482 subject to holdbacks. EZ Cash operates in the short-term advances industry. The Company is in the process of finalizing its valuation of the net assets acquired, including goodwill and other intangible assets.
Note 12 - Comparative Figures
Certain comparative figures have been reclassified to conform to presentation adopted for the current period.
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