October 14, 1994
OFIS Filer Support
Mail Stop 0-7
SEC Operations Center
6432 General Green Way
Alexandria, VA 22312-2413
RE: Form 10-Q
Dollar Finance, Inc.
Gentlemen:
In compliance with filing requirements, Dollar Finance, Inc. is
electronically submitting Form 10-Q for the quarter ending
August 31, 1994.
I can be reached at (412) 261-8166 if there is a problem
receiving this transmission.
Very truly yours,
Thomas A. Kobus
Treasurer
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Quarter Ended: Commission File No:
August 31, 1994 2-96733
DOLLAR FINANCE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 51-0284188
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1105 North Market Street
Box 8985
Wilmington, Delaware 19899
(Address of principal executive offices with zip code)
Registrant's telephone number, including area code: (302) 427-7650
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
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at October 14, 1994
------------------------------ ----------------------------
Common Stock, $1.00 par value 60 shares
DOLLAR FINANCE, INC.
FORM 10-Q
INDEX
==========================================================================
PART I - FINANCIAL INFORMATION: Page No.
______________________________ ________
Item 1 - Financial Statements
Statements of Condition 3
Statements of Earnings 4
Statements of Changes in Equity Capital 5
Statements of Cash Flows 6
Notes to Financial Statements 7
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 14
Part II - Other Information 16
___________________________
SIGNATURES 16
__________
Dollar Finance, Inc.
Statements of Condition
Aug. 31, 1994 Nov. 30, 1993
(Unaudited) *(Note)
------------ -------------
ASSETS:
- - -------------------------
Cash $ 396,805 $ 64,570
Time Deposits 8,742,000 6,236,900
------------ -------------
Total Cash and Cash Equivalents 9,138,805 6,301,470
Mortgage-Backed Securities 125,453,945 126,423,927
Accrued Interest Receivable 1,097,377 875,263
Security Receivable 1,637,737 2,075,809
------------ -----------
Total Assets $137,327,864 $135,676,469
============ ============
LIABILITIES:
- - ---------------------------
Accrued Preferred Stock Dividends $ 363,500 $ 141,625
Income Taxes Payable - Dollar Bank 13,386,541 11,955,000
Deferred Income Taxes 468,306 827,533
------------ -----------
Total Liabilities 14,218,347 12,924,158
EQUITY CAPITAL:
- - ----------------------------
Preferred Stock (No par value, 750 shares
authorized, 750 shares issued and
outstanding, liquidation value per share,
$100,000) 750,000 750,000
Common Stock ($1.00 par value, 100 shares
authorized and 100 shares issued) 100 100
Additional Paid-In Capital/
Preferred Stock 74,250,000 74,250,000
Additional Paid-In Capital/Common Stock 59,385,484 59,385,484
Retained Earnings 18,723,933 18,366,727
---------- ----------
153,109,517 152,752,311
Treasury Stock at Cost (40 shares at
August 31, 1994 and at November 30,
1993 (30,000,000) (30,000,000)
------------ ------------
Total Equity Capital 123,109,517 122,752,311
------------ ------------
Total Liability & Equity Capital $137,327,864 $135,676,469
============ ============
<FN>
* Note: The Statement of Condition at November 30, 1993 has been
derived from the audited financial statements at that date.
See accompanying notes to financial statements.
Dollar Finance, Inc.
Statements of Earnings (Unaudited)
9 Months 9 Months
Ended Ended
8/31/94 8/31/93
-------- -------
INCOME:
- - ----------------------
Short Term Investments:
Interest on Commercial Paper $ 0 $ 4,828
Interest on Time Deposits 254,223 306,025
Interest on U.S. Treasury Securities 185,807 0
---------- ----------
Short Term Investments 440,030 310,853
Investment Securities:
- - ----------------------
Interest on Mortgage-Backed Securities 3,828,584 5,099,409
---------- ---------
Total Income 4,268,614 5,410,262
EXPENSES:
- - ---------------------
Professional Fees 183,615 203,936
Other Expenses 6,306 2,451
---------- --------
Total Expenses 189,921 206,387
---------- ---------
INCOME BEFORE INCOME TAXES 4,078,693 5,203,875
Income Tax Expense - Federal l,427,543 1,816,933
---------- ---------
NET INCOME $ 2,651,150 $ 3,386,942
=========== ===========
Net Income Per Common Share (based on
Net Income Less Preferred Stock Dividends
Paid and Accrued) $ 14,226 $ 30,668
============ ===========
Weighted Average Common Share
Outstanding 60 60
============ ============
<FN>
Nine months ended August 31, 1993 has been restated for the adoption of
FAS Statement 109, Accounting for Income Taxes.
See accompanying notes to financial statements.
Dollar Finance, Inc.
Statement of Changes in Equity Capital
PREFERRED STOCK COMMON STOCK TREASURY STOCK
================================ =============================== ===============
Additional Additional
Paid-In Paid-In Retained
Shares Amount Capital Shares Amount Capital Earnings Shares Amount Total
------ ------ ---------- ------ ------ ---------- --------- ------ ------ -----
Balance at
11/30/92 750 $750,000 $74,250,000 100 $100 $59,385,484 $14,451,391 (40) $(30,000,000) $118,836,975
Net Income 3,386,942 3,386,942
Preferred Stock
Dividends ($2,062.43
per Share) (1,546,819) (1,546,819)
------ -------- ----------- --- ---- ----------- ----------- ---- ------------ -------------
Balance at
8/31/93 750 $750,000 $74,250,000 100 $l00 $59,385,484 $16,291,514 (40) $(30,000,000) $120,677,098
=== ======== =========== === ==== =========== =========== ==== ============= ============
Balance at
11/30/93 750 $750,000 $74,250,000 100 $100 $59,385,484 $18,366,727 (40) $(30,000,000) $122,752,311
Net Income 2,651,150 2,651,150
Preferred Stock
Dividends ($2,396.78
per Share) (1,797,590) (1,797,590)
Unrealized Loss on Securities
Available for Sale Net of Federal
Income Tax (496,354) (496,354)
------ -------- ----------- --- ---- ----------- ----------- ---- ------------ ------------
Balance at
8/31/94 750 $750,000 $74,250,000 100 $l00 $59,385,484 $18,723,933 (40) $(30,000,000) $123,109,517
=== ======== =========== === ==== =========== =========== ==== ============= ============
<FN>
Prior year restated for the adoption of FAS Statement 109.
See accompanying notes to financial statements.
Dollar Finance, Inc.
Statements of Cash Flows
Nine Months Nine Months
Ended Ended
Aug. 31, 1994 Aug. 31, 1993
------------ -------------
OPERATING ACTIVITIES
Net Income $ 2,651,150 $ 3,386,942
Adjustments to Reconcile Net Income
to Net Cash Provided by Operating
Activities:
Amortization of Discounts &
Premiums on Investment Securities 946,077 143,390
(Increase)/Decrease in Interest
Receivable (222,114) 88,867
Increase in Income Taxes Payable 1,072,314 l,281,933
------------ ------------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 4,447,427 4,901,132
INVESTING ACTIVITIES
Proceeds from Sales of Investment
Securities and Other Principal
Payments 23,804,939 47,804,919
Purchases of Investment Securities (23,913,908) (56,208,961)
(Increase) Decrease in
Security Receivable 438,072 (646,378)
----------- ----------
NET CASH PROVIDED/(USED) BY
INVESTING ACTIVITIES 329,103 (9,050,420)
FINANCING ACTIVITIES
Cash Dividends Paid on Preferred Stock (1,939,195) (1,652,636)
----------- -----------
NET CASH USED BY FINANCING ACTIVITIES (1,939,195) (1,652,636)
----------- -----------
INCREASE/(DECREASE) IN CASH
AND CASH EQUIVALENTS 2,837,335 (5,801,924)
Cash and Cash Equivalents at
Beginning of Year 6,301,470 16,248,015
----------- -----------
CASH AND CASH EQUIVALENTS
AT END OF NINE MONTH PERIOD $ 9,138,805 $10,446,091
=========== ===========
<FN>
The nine months ended August 31, 1993 have been restated
for the adoption of FAS Statement 109, Accounting for Income Taxes.
See accompanying notes to financial statements.
Dollar Finance, Inc.
Notes to Financial Statements
1. Summary of Significant Accounting Policies
-----------------------------------------
The accounting and reporting policies and practices of Dollar Finance, Inc.,
a wholly owned subsidiary of Dollar Bank, a federal savings bank (Dollar
Bank), follow generally accepted accounting principles. The major reporting
policies and practices are summarized below.
Cash and Cash Equivalents
-------------------------
Cash and cash equivalents presented within the Statement of Cash Flows
include cash and short-term investments with original maturities of less
than 90 days.
Required Assets
---------------
Required assets may include cash, FNMA certificates, FHLMC certificates,
GNMA certificates, certain short-term money market instruments, U.S.
Treasury securities and other securities not adversely affecting the current
rating on the shares of Market Auction Preferred Stock ("MAPS") by Moody's
and Standard & Poors.
Money Market and U.S. Treasury Securities Investments
------------------------------------------------------
Commercial paper and U.S. Treasury Securities are valued at cost, which is
calculated as par value less interest receivable at maturity. Cost closely
approximates market value due to the short-term nature of these instruments.
Certificates of deposit and other time deposits are recorded at their
purchase price.
Investment Securities
---------------------
Investment securities consist of mortgage-backed securities which include
FNMA pass-through certificates, FHLMC participation certificates and GNMA
modified pass-through certificates. These instruments are stated at market
value if classified as available for sale, or cost, adjusted for
amortization of premiums and accretion of discounts if held to maturity.
Fair values are based on quoted market prices, where available. If quoted
market prices are not available, fair values are based on quoted market
prices of comparable instruments.
Payments on mortgage-backed securities are received monthly and are applied
accordingly to interest income and principal reduction. Transactions
involving mortgage-backed securities are accounted for on the identified
certificate basis.
Accrued Interest Receivable
----------------------------
Income to be received from interest payments on money market investments and
investment securities is accrued on a monthly basis.
Accrued Preferred Stock Dividends
---------------------------------
Cash dividends on the shares of MAPS outstanding are accrued on a monthly
basis and charged against retained earnings at the current applicable annual
dividend rate determined through auction procedures.
Net Income Per Common Share
---------------------------
Net income per common share is calculated by dividing (a) net income less
preferred stock dividends paid and accrued by (b) the weighted average
number of common shares outstanding during the period.
2. Accounting Changes
------------------
In February 1992, the Financial Accounting Standards Board issued Statement
No. 109 "Accounting for Income Taxes." Dollar Finance adopted the
provisions of the standard retroactive to 12/1/89 and restated subsequent
financial statements including those presented herein.
Under Statement No 109, the liability method is used in accounting for
income taxes. Under this method, deferred tax assets and liabilities are
determined based on differences between financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse. Prior
to the adoption of Statement No. 109, income tax expense was determined
using the deferred method. Deferred tax expense was based on items of
income and expense that were reported in different years in the financial
statement and tax returns and were measured at the tax rate in effect in the
year the differences originated.
In May 1993, the Financial Accounting Standards Board issued Statement No.
115, "Accounting for Certain Investments in Debt and Equity Securities." As
permitted under the Statement, Dollar Finance elected to adopt the
provisions of the new standard as of November 30, 1993. In accordance with
the Statement, prior period financial statements have not been restated to
reflect the change in accounting principle. The effect as of November 30,
1993, of applying Statement No. 115 increased shareholders' equity by
$1,241,299 to reflect the net unrealized gain on securities classified as
available-for-sale and previously carried at lower of cost or market. For
the nine month period ending August 31, 1994, the effect of applying
Statement No. 115 decreased shareholders' equity by $496,354 to reflect the
change in market value of securities classified as available for sale.
The following is a comparison of book value to market value of short-term investments and investment securities at Aug. 31, 1994:
Amount at
Which Issue
No. Principal is Carried
Title of Each Issue and of Amount of Cost of Market Value at on the Statement
Name of Issuer: Units Each Issue Each Issue Aug. 31, 1994 of Condition
- - ----------------------- ----- ---------- ----------- ----------------- -----------------
Time Deposits:
- - --------------
Harris Trust Euro 2 8,742,000 8,742,000 8,742,000 8,742,000
---- ------------ ------------ ------------ ------------
Total Time Deposits 2 $ 8,742,000 $ 8,742,000 $ 8,742,000 $ 8,742,000
============
Mortgage-Backed Securities:
- - --------------------------
FNMA Certificates 11 $ 8,590,492 $ 8,668,437 $ 8,693,305 $ 8,693,305
FHLMC Certificates 37 115,523,116 115,572,281 116,760,640 116,760,640
---- ------------ ------------ ------------ ------------
Total Mortgage-
Backed Securities 48 $124,113,608 $124,240,718 $125,453,945 $125,453,945
============
The following is a comparison of book value to market value of short-term investments and investment securities at November 30,
1993:
Amount at
Which Issue
No. Principal is Carried
Title of Each Issue and of Amount of Cost of Market Value at on the Statement
Name of Issuer: Units Each Issue Each Issue November 30, 1993 of Condition
- - ----------------------- ----- ---------- ----------- ----------------- -----------------
Time Deposits:
- - --------------
Harris Trust Euro 3 $ 6,236,900 $ 6,236,900 $ 6,236,900 $ 6,236,900
---- ------------ ------------ ------------ ------------
Total Time Deposits 3 $ 6,236,900 $ 6,236,900 $ 6,236,900 $ 6,236,900
============
Mortgage-Backed Securities:
- - --------------------------
FNMA Certificates 11 $ 10,917,718 $ 11,020,420 $ 11,208,262 $ 11,208,262
FHLMC Certificates 33 111,986,358 113,545,389 115,215,665 115,215,665
---- ------------ ------------ ------------ ------------
Total Mortgage-
Backed Securities 44 $122,904,076 $124,565,809 $126,423,927 $126,423,927
============
3. Capitalization
---------------
On March 28, 1985, Dollar Bank purchased all of the 100 authorized shares of
Registrant's $l.00 par value common stock for $10,000 in cash. Additional
capital contributions from Dollar Bank consisted of a $75,000 cash
contribution on May 13, 1985 and a required asset contribution of
approximately $59,300,000 on May 23, 1985. The proceeds from these
contributions above the total par value were credited to Additional Paid-in
Capital from Common Stock. On May 28, 1985, Registrant issued 750 shares of
MAPS at a purchase price of $100,000 per share. One thousand dollars per
share of the MAPS proceeds were credited to Registrant's Preferred Stock
account with the balance, net of underwriting costs, being credited to
Additional Paid-In Capital from Preferred Stock.
4. Common Stock and Dividend Restriction
-------------------------------------
Dollar Bank owns all 60 shares of Registrant's outstanding common stock. No
dividends may be paid on the common shares unless Registrant would have
retained earnings of at least $7,500,000 immediately after the payment of
such dividends. The common stock ranks junior to the MAPS with respect to
payment of dividends on liquidation or dissolution.
5. Market Auction Preferred Stock ("MAPS")
---------------------------------------
Description of MAPS
-------------------
The shares of MAPS have a liquidation preference of $100,000 per share plus
accrued and unpaid dividends. The MAPS shares are not convertible into
shares of common stock and have no pre-emptive rights. The holders of MAPS
are entitled to receive cumulative cash dividends on the business day
following the conclusion of each dividend period, generally consisting of 49
days. The applicable dividend rate per share for each dividend period is
determined through auction procedures.
Dividends were distributed to holders of MAPS shares during the current
quarter on July 13, 1994 at an annual per share rate of 3.50% and August 31,
1994 at an annual per share rate of 3.520%. Dividends on MAPS share are
currently being accrued at an annual rate of 3.630% per share and will be
paid on October 19, 1994.
The maximum applicable rate that results from an auction will not be greater
than 110%, or under certain circumstances, 125% of the 60-day "AA" Composite
Commercial Paper Rate in effect on the auction date.
The MAPS shares are subject to mandatory redemption if (l) the required
asset coverage is not met or restored as required or (2) any portion of the
dividend payments on MAPS during a calendar year constitutes a return of
capital for federal income tax purposes.
Registrant has the option of redeeming the MAPS shares on any dividend
payment date, in whole or in part, at the applicable per share amounts
previously noted, plus an amount equal to accrued and unpaid dividends to
the redemption date.
The holders of shares of MAPS have no voting rights except during a period
that (l) the required asset coverage is not maintained or restored as
required, (2) the aggregate amount of dividends in arrears on a dividend
payment date is equal to or greater than the amount of dividends accrued
during the dividend period preceding such payment date, or if (3) Registrant
has not redeemed MAPS shares when required. Holders of shares of MAPS have
had no voting rights during the reporting period or during any prior period.
Required Asset Coverage
-----------------------
As of each Evaluation date (approximately every 25 days), Registrant must
have required assets with a market value in excess of the product of (a)
$100,000; and (b) the number of MAPS shares then outstanding. Registrant is
obligated to maintain or restore the number of MAPS shares necessary to
maintain required asset coverage as of each Evaluation date. Registrant has
maintained required asset coverage throughout the nine months ended
August 31, 1994 and for all prior periods.
Dividend Coverage
-----------------
As of each Evaluation date, the aggregate adjusted value of Registrant's
U.S. Treasury securities and short-term money market instruments maturing
before the next dividend payment date and cash must at least equal the
dividend coverage amount for 49 days of dividends at the applicable dividend
rate then in effect. Registrant has maintained adequate dividend coverage
throughout the nine months ended August 31, 1994 and for all prior periods.
6. Income Taxes
-------------
In February 1992, the Financial Accounting Standards Board issued Statement
No. 109, "Accounting for Income Taxes." The Registrant adopted the
provisions of the standard in its November 30, 1993 fiscal year retroactive
to 12/1/89 and restated subsequent financial statements including the nine
month period ended August 31, 1993. The effect of adopting Statement 109
was to decrease net income for the nine month period ended August 31, 1993
by $1,104,933.
The Registrant is included in the consolidated federal income tax return of
Dollar Bank. Statement 109 specifies that the amount of current and
deferred tax expense for a group that files a consolidated tax return should
be allocated among the members of the group. The policy of the consolidated
group is to allocate its current and deferred taxes as if each member of the
group were a separate taxpayer not included in a consolidated tax return.
The provision for income taxes consists of the Registrant's net income
before taxes and intercompany securities gains at the statutory federal
income tax rates. The resulting tax expense is recorded on the Registrant's
Statement of Condition as intercompany payables to the Registrant's parent
corporation, Dollar Bank, net of amounts previously paid to the parent.
There is no schedule for repayment of the balance of the intercompany
payable as of the end of the nine month period ended August 31, 1994.
The deferred tax liability as of August 31, 1994 and November 30, 1993 of
$468,306 and $827,533, respectively, represents the taxes to be paid in
future years on the temporary difference between the financial statement and
tax return values of investment securities available for sale. For
financial statement purposes these investment securities have been recorded
at market value per FASB Statement No. 115 while for tax purposes they are
carried at net book value. The deferred tax liability reflected in fiscal
1993 is not included in the total tax provision for the year since, in
accordance with Statement 115 it is properly reflected as a component of
equity capital, and consequently has no impact on net income for the year.
Dollar Finance, Inc.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
- - ---------------------
For the nine month period ended August 31, 1994, Dollar Finance, Inc.
("Registrant") reported net income of $2,651,150. Net income per share for
the same period was $14,226 after deducting dividends on the shares of
Market Auction Preferred Stock ("MAPS"). Net income for the nine month
period ended August 31, 1993, was $3,386,942 or $30,668 per share after
deducting MAPS dividends. Operating income has consisted of interest earned
on required assets, which have included mortgage-backed securities, and
short-term investments.
Principal reduction on mortgage-backed securities tends to lower the
interest income recognized on these instruments over time, but the
Registrant has been actively investing the monthly principal and interest
payments in high-grade short-term instruments which provide liquidity, along
with rates of return sufficient to produce an excess of the required asset
value over the aggregate redemption price of the MAPS shares.
Retained earnings of Registrant were reduced during the current quarter by
the amount of MAPS dividends paid on July 13, 1994 and August 31, 1994.
During 1993, Registrant changed its method of accounting for income taxes
from the deferred method to the liability method required by FASB Statement
No. 109, "Accounting for Income Taxes". As permitted under the new rules,
prior years through 1990 have been restated.
Retained earnings has been restated to reflect the cumulative effect of the
change in accounting for income taxes as a result of retroactively applying
FASB Statement No. 109 to 12/1/89. Since the earliest year restated is not
included in the financial statement presentation, the cumulative effect,
determined as of the beginning of the first year being presented, is
included in the beginning balance of retained earnings.
The Company also adopted FASB Statement 115 during the fiscal year ended
November 30, 1993. Retained earnings for the nine month period ended
August 31, 1994 was decreased by $496,354 for the impact of applying FASB
Statement No. 115, which requires that the unrealized gains (losses) on
investment securities available for sale be recognized as a separate
component of capital. This net unrealized loss is shown net of deferred
federal income taxes.
The deferred tax liability represents the taxes to be paid in future years
on the temporary difference between the financial statement and tax return
values of investment securities available for sale as of August 31, 1994 and
November 30, 1993. For financial statement purposes these investment
securities have been recorded at market value per FASB Statement No. 115
while for tax purposes they are carried at net book value. The deferred tax
liability is not included in the total tax provision for the year since, in
accordance with Statement 115 it is properly reflected as a component of
equity capital, and consequently has no impact on net income for the year.
Management expects the yield recognized on the required assets of Registrant
to continue to exceed the applicable dividend rate on MAPS dividends.
Liquidity
- - ---------
The principal sources of short-term liquidity are principal and interest
generated from the investment in Registrant's short-term assets and
mortgage-backed securities. The Registrant also manages its liquidity
position by maintaining adequate levels of liquid assets, such as time
deposits and securities available for sale. Additional liquidity is
available through the Registrant's ability to incur, under certain limited
circumstances, secured and unsecured indebtedness for borrowed money of an
aggregate amount not exceeding $5,000,000 and to incur additional
indebtedness in the form of reverse repurchase agreements.
Registrant possesses dividend coverage assets consisting of short-term
investments with remaining maturities not in excess of the number of days
until the next MAPS dividend payment, and cash. As of each evaluation date,
Registrant will calculate the aggregate adjusted value of its dividend
coverage assets to assure that this value is at least equal to the required
dividend coverage amount. Registrant is required to maintain required
assets with a market value in excess of the product of the current
liquidation value per share and the number of MAPS shares outstanding. This
requirement provides long-term liquidity necessary for any future redemption
of MAPS shares.
The Registrant does not anticipate that recent changes in tax legislation
will have any material impact on its liquidity position.
PART II - OTHER INFORMATION:
___________________________
Item 6 - Exhibits and Reports on Form 8-K:
_________________________________________
a. Exhibits - none
b. No reports on Form 8-K were filed in the quarter ended
August 31, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DOLLAR FINANCE, INC.
(Registrant)
Date: October 14, 1994 /s/ Robert P. Oeler
_____________________________
Robert P. Oeler
President
Date: October 14, 1994 /s/ Thomas A. Kobus
_____________________________
Thomas A. Kobus
Treasurer