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 SEPTEMBER 30, 1998 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 0-20774 ACE CASH EXPRESS, INC. (Exact name of registrant as specified in its charter) TEXAS 75-2142963 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization)											 				 1231 GREENWAY DRIVE, SUITE 800 IRVING, TEXAS 75038 (Address of principal executive offices) (972) 550-5000 (Registrant's telephone number, including area code) NONE (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 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 as of November 2, 1998 ----- ---------------------------------- Common Stock 9,939,631 shares ACE CASH EXPRESS, INC. PART I. FINANCIAL INFORMATION PAGE NO. Item 1. Interim Consolidated Financial Statements: Consolidated Balance Sheets as of September 30, 1998, and June 30, 1998 3 	 								 Interim Unaudited Consolidated Statements of Earnings for the Three Months Ended September 30, 1998 and 1997 4 Interim Unaudited Consolidated Statements of Cash Flows for the Three Months Ended September 30, 1998 and 1997 5 Notes to Interim Consolidated Financial Statements 6 			 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 							 Item 3. Quantitative and Qualitative Disclosures About Market Risk 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings 13 						 Item 2. Changes in Securities 13 						 Item 3. Defaults Upon Senior Securities 13 									 Item 4. Submission of Matters to a Vote of Security Holders 13 								 Item 5. Other Information 13 						 Item 6. Exhibits and Reports on Form 8-K 13 2 PART I. FINANCIAL INFORMATION	 ITEM 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS ACE CASH EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) SEPTEMBER 30, JUNE 30, ------------ ------------ 1998 1998 ------------ ------------ (unaudited) ASSETS Cash and cash equivalents $ 61,213 $ 60,168 Accounts and notes receivable, net 9,382 8,857 Prepaid expenses 531 565 Inventories 1,738 2,449 Property and equipment, net 26,758 25,852 Covenants not to compete, net 2,105 2,254 Excess of purchase price over fair value of assets acquired, net 32,692 29,932 Other assets 5,087 4,558 ------------ ------------ $ 139,506 $ 134,635 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Money order principal payable $ 30,740 $ 47,486 Senior secured notes payable 20,677 20,226 Revolving advances from money order supplier 16,861 1,932 Accounts payable and accrued liabilities 12,664 11,385 Notes payable 595 228 Term advances from money order supplier 10,648 7,073 Other liabilities 7,262 7,354 Commitments and contingencies Shareholders' equity: Preferred stock, $1 par value, 1,000,000 shares authorized, none issued and outstanding - - Common stock, $.01 par value, 20,000,000 shares authorized, 9,937,781 and 9,882,161 shares issued and outstanding, respectively 99 99 Additional paid-in capital 20,932 20,620 Retained earnings 19,028 18,232 ------------ ------------ Total shareholders' equity 40,059 38,951 ------------ ------------ $ 139,506 $ 134,635 ============ ============ See notes to the interim consolidated financial statements. 3 ACE CASH EXPRESS, INC. AND SUBSIDIARIES INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS THREE MONTHS ENDED SEPTEMBER 30, ---------------------------------------- 1998 1997 ------------------ ------------------ (in thousands, except per share data) Revenues $ 26,023 $ 21,694 Store expenses: Salaries and benefits 7,162 6,167 Occupancy 4,322 3,721 Depreciation 1,108 961 Other 6,129 4,698 -------- -------- Total store expenses 18,721 15,547 -------- -------- Store gross margin 7,302 6,147 Region expenses 2,188 2,041 Headquarters expenses 1,563 1,495 Franchise expenses 240 212 Other depreciation and amortization 973 862 Interest expense, net 651 497 Other expenses 361 31 -------- -------- Income before income taxes 1,326 1,009 Income taxes 530 399 -------- -------- Net income $ 796 $ 610 ======== ======== Basic earnings per share $ .08 $ .06 ======== ======== Weighted average number of common shares outstanding - basic EPS 9,935 9,693 ======== ======== Diluted earnings per share $ .08 $ .06 ======== ======== Weighted average number of common and dilutive shares outstanding - diluted EPS 10,284 10,157 ======== ======== See notes to the interim consolidated financial statements. 4 ACE CASH EXPRESS, INC. AND SUBSIDIARIES INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED SEPTEMBER 30, ------------------------ 1998 1997 ---------- ---------- (in thousands) Cash flows from operating activities: Net income $ 796 $ 610 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,081 1,823 Deferred revenue (486) (305) Changes in assets and liabilities: Accounts and notes receivable, net (525) 312 Prepaid expenses 34 (87) Inventories 711 239 Other assets (218) (204) Accounts payable and other liabilities 2,124 (1,578) ---------- ---------- Net cash provided by operating activities 4,517 810 Cash flows from investing activities: Purchases of property and equipment, net (1,644) (1,496) Cost of net assets acquired (4,265) (1,454) ---------- ---------- Net cash used by investing activities (5,909) (2,950) Cash flows from financing activities: Net borrowings from (repayments to) money order supplier (1,817) 242 Term advances from money order supplier 4,100 -- Payment of term advances from money order supplier (525) (446) Net borrowings (payments) of acquisition-related notes payable 367 (280) Proceeds from stock options exercised 312 -- ---------- ---------- Net cash provided (used) by financing activities 2,437 (484) ---------- ---------- Net increase (decrease) in cash and cash equivalents 1,045 (2,624) Cash and cash equivalents, beginning of period 60,168 55,494 ---------- ---------- Cash and cash equivalents, end of period $ 61,213 $ 52,870 ========== ========== Supplemental disclosures of cash flows information: Interest paid $ 189 $ 202 Income taxes paid 645 58 See notes to the interim consolidated financial statements. 5 ACE CASH EXPRESS, INC. AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying condensed unaudited interim consolidated financial statements of Ace Cash Express, Inc. (the "Company" or "ACE") and its subsidiaries have been prepared in accordance with generally accepted accounting principles for interim financial information and the rules and regulations of the Securities and Exchange Commission. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. Although management believes that the disclosure is adequate to prevent the information from being misleading, the interim consolidated financial statements should be read in conjunction with the Company's audited financial statements in its Annual Report on Form 10-K filed with the Securities and Exchange Commission. In the opinion of Company management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. Certain prior period accounts have been reclassified to conform to the current year's presentation. ACQUISITIONS In September 1998, the Company acquired the assets of 14 stores in Arizona, California, and Nevada, including all the outstanding common stock of Q. C. & G. Financial, Inc., for approximately $3.9 million. As a condition of this purchase, the seller agreed not to compete with the Company for three years. The acquisition has been accounted for using the purchase method of accounting. Covenants not to compete were valued at contractually agreed upon amounts, which management believes correspond to fair value. 6 ACE CASH EXPRESS, INC. AND SUBSIDIARIES SUPPLEMENTAL STATISTICAL DATA THREE MONTHS ENDED SEPTEMBER 30, YEAR ENDED JUNE 30, -------------------- -------------------------------- 1998 1997 1998 1997 1996 -------- -------- --------- --------- -------- (unaudited) COMPANY OPERATING AND STATISTICAL DATA: Company-owned stores in operation: Beginning of period 683 617 617 544 452 Acquired 17 7 15 46 69 Opened 30 5 62 45 33 Closed (7) (6) (11) (18) (10) ------ ------ ------ ------ ------ End of period 723 623 683 617 544 ====== ====== ====== ====== ====== Percentage increase in comparable store revenues from prior period (1) 12.3% 6.1% 6.9% 6.3% 4.7% Capital expenditures (in thousands) $1,644 $1,496 $ 5,742 $ 4,868 $ 3,435 Cost of net assets acquired (in thousands) $4,265 $1,454 $ 4,708 $10,766 $14,432 - --------------------------------------------------------------------------------------------------------- OPERATING DATA: Face amount of checks cashed (in millions) $ 733 $ 653 $ 2,898 $ 2,621 $ 2,144 Face amount of money orders sold (in millions) $ 483 $ 439 $ 1,849 $ 1,812 $ 1,531 Face amount of money orders sold as a percentage of the face amount of checks cashed 66.0% 67.2% 63.8% 69.1% 71.4% Face amount of average check $ 300 $ 286 $ 305 $ 291 $ 285 Average fee per check $ 6.73 $ 6.58 $ 7.26 $ 6.97 $ 6.81 Fee as a percentage of average check 2.2% 2.3% 2.4% 2.4% 2.4% Number of checks cashed (in thousands) 2,438 2,283 9,496 9,020 7,535 Number of money orders sold (in thousands) 3,591 3,388 14,146 13,608 11,835 - --------------------------------------------------------------------------------------------------------- COLLECTIONS DATA: Face amount of returned checks (in thousands) $2,688 $2,618 $10,193 $10,399 $ 8,661 Collections (in thousands) 1,660 1,519 6,301 6,554 5,004 ------ ------ ------- ------- ------- Net write-offs (in thousands) $1,028 $1,099 $ 3,892 $ 3,845 $ 3,657 ====== ====== ======= ======= ======= Collections as a percentage of returned checks 61.8% 58.0% 61.8% 63.0% 57.8% Net write-offs as a percentage of revenues 4.0% 5.1% 3.9% 4.4% 5.3% Net write-offs as a percentage of the face amount of checks cashed .14% .17% .13% .15% .17% (1) Calculated based on the change in revenues of all stores open for both of the full year and three month periods compared. 7 ACE CASH EXPRESS, INC. AND SUBSIDIARIES SUPPLEMENTAL STATISTICAL DATA, CONTINUED THREE MONTHS ENDED SEPTEMBER 30, YEAR ENDED JUNE 30, -------------------- --------------------- 1998 1997 1998 1997 -------- -------- --------- --------- (unaudited) CONSUMER LOANS (PAY DAY LOANS): OPERATING DATA: Volume (in thousands) $26,916 $13,202 $69,182 $39,336 Average advance $ 197 $ 153 $ 177 $ 147 Average finance charge $ 29.40 $ 25.81 $ 27.51 $ 25.03 Number of loans made (in thousands) 119 74 338 229 COLLECTIONS DATA: Charge-offs (in thousands) $ 1,902 $ 720 $ 3,761 $ 2,307 Recoveries (in thousands) 763 313 1,954 1,124 ------- ------ ------- ------- Net charge-offs (in thousands) $ 1,139 $ 407 $ 1,807 $ 1,183 ======= ====== ======= ======= Charge-offs as a percentage of pay day loan volume 7.1% 5.5% 5.4% 5.9% Recoveries as a percentage of charge-offs 40.1% 43.4% 52.0% 48.7% Net charge-offs as a percentage of pay day loan revenue 32.6% 22.0% 19.5% 20.7% Net charge-offs as a percentage of pay day loan volume 4.2% 3.1% 2.6% 3.0% 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS REVENUE ANALYSIS - ---------------------------------------------------------------------------------------------- THREE MONTHS ENDED SEPTEMBER 30, -------------------------------------------- 1998 1997 1998 1997 -------- -------- -------- -------- ($ IN THOUSANDS) (PERCENTAGE OF REVENUE) Check cashing fees $ 16,199 $ 14,809 62.3% 68.3% Loan fees and interest 3,748 1,970 14.4 9.1 Tax check fees 202 210 0.8 1.0 Money transfer services 1,596 1,435 6.1 6.6 Bill payment services 1,722 693 6.6 3.2 Money order sales 738 692 2.8 3.2 New customer fees 545 541 2.1 2.5 Franchise revenues 496 488 1.9 2.2 Other fees 777 856 3.0 3.9 -------- -------- -------- -------- Total revenue $ 26,023 $ 21,694 100.0% 100.0% ======== ======== ======== ======== Average revenue per store $ 36.3 $ 34.2 Total revenues increased $4.3 million, or 20%, to $26.0 million in the first quarter of fiscal 1999 from the $21.7 million in the first quarter of the last fiscal year. This revenue growth resulted, in part, from a $2.5 million, or 12.3%, increase in comparable store revenues (600 stores). The balance of the increase came from stores which were opened or acquired after June 30, 1997, and were therefore not open for both of the full periods compared. The number of Company-owned stores increased by 100, or 16%, from 623 stores open at September 30, 1997, to 723 stores open at September 30, 1998. The increase in total check cashing fees accounted for 32% of the total revenue increase, the increase in loan fees and interest accounted for 41% of the total revenue increase, and the increase in bill payment services accounted for 24% of the total revenue increase. Check cashing fees increased $1.4 million, or 9%, from the $15.0 million in the first quarter of the last fiscal year to $16.4 million in the first quarter of fiscal 1999. This increase resulted from a 7% increase in the total number of checks cashed and a 2% increase in the average fee per check due to the increase in the average size check. Loan fees and interest increased $1.8 million, or 90%, as a result of an increase in the number of stores offering the Company's loan products to 328 stores at September 30, 1998, as compared to 229 at September 30, 1997. Bill payment services increased $1.0 million, or 148%, principally as a result of new bill payment contracts with payees. 9 STORE EXPENSE ANALYSIS - ---------------------------------------------------------------------------------------------- THREE MONTHS ENDED SEPTEMBER 30, -------------------------------------------- 1998 1997 1998 1997 -------- -------- -------- -------- ($ IN THOUSANDS) (PERCENTAGE OF REVENUE) Salaries and benefits $ 7,162 $ 6,167 27.5% 28.4% Occupancy 4,322 3,721 16.6 17.2 Armored and security 1,186 957 4.6 4.4 Returns and cash shorts 1,729 1,596 6.6 7.3 Loan losses 1,139 407 4.4 1.9 Depreciation 1,108 961 4.2 4.4 Other 2,075 1,738 8.0 8.0 ------- ------- ----- ----- Total store expense $18,721 $15,547 71.9% 71.6% ======= ======= ===== ===== Average per store expense $ 26.6 $ 25.1 Total store expenses increased $3.2 million, or 20%, to $18.7 million in the first quarter of fiscal 1999 from $15.5 million in the first quarter of the last fiscal year. Total store expenses increased slightly as a percentage of revenues to 71.9% in the first quarter of fiscal 1999 from 71.6% in the first quarter of the last fiscal year. Salaries and benefits, occupancy costs, and armored and security expenses combined increased $1.8 million, or 17%, primarily as a result of the increased number of stores in operation. Returned checks, net of collections, and cash shortages increased $0.1 million, but decreased as a percentage of revenues to 6.6% in the first quarter of fiscal 1999 from 7.3% in the first quarter of fiscal 1998. Loan losses increased $0.7 million in the first quarter of fiscal 1999, compared to the first quarter of fiscal 1998, as a result of an increase in the volume of loans made, an increase in the average size loan made, and a decrease in collections as a percentage of loans made. OTHER EXPENSES ANALYSIS - ---------------------------------------------------------------------------------------------- THREE MONTHS ENDED SEPTEMBER 30, -------------------------------------------- 1998 1997 1998 1997 -------- -------- -------- -------- ($ IN THOUSANDS) (PERCENTAGE OF REVENUE) Region expenses $ 2,188 $ 2,041 8.4% 9.4% Headquarters expenses 1,563 1,495 6.0 6.9 Franchise expenses 240 212 0.9 1.0 Other depreciation and amortization 973 862 3.7 4.0 Interest expense, net 651 497 2.5 2.3 Other expenses 361 31 1.4 0.1 Region Expenses Region expenses increased $0.1 million, or 7%, in the first quarter of fiscal 1999 over the first quarter of the last fiscal year. Region expenses decreased as a percentage of revenues, from 9.4% in the first quarter of the last fiscal year to 8.4% in the first quarter of fiscal 1999. Headquarters Expenses Headquarters expenses increased $0.1 million, or 4%, in the first quarter of fiscal 1999 over the first quarter of the last fiscal year. Headquarters expenses decreased as a percentage of revenues from 6.9% in the first quarter of the last fiscal year to 6.0% in the first quarter of fiscal 1999. Franchise Expenses Franchise expenses remained relatively unchanged for the first quarter of fiscal 1999 compared to the first quarter of the last fiscal year. 10 Other Depreciation and Amortization Other depreciation and amortization increased $0.1 million, or 13%, in the first quarter of fiscal 1999 from the first quarter of the last fiscal year, principally due to increased amortization of intangibles (goodwill and non-competition agreements) related to the 20 stores acquired during the first quarter of fiscal 1999 and the fourth quarter of fiscal 1998. Interest Expense Interest expense, net of interest income, increased $0.2 million, or 31% in the first quarter of fiscal 1999 compared to the first quarter of the last fiscal year. Other Expenses Other expenses increased $0.3 million in the first quarter of fiscal 1999 compared to the first quarter of fiscal 1998. Other expenses for the first quarter of fiscal 1999 include approximately $0.2 million store closing costs and $0.125 million incurred to address the Company's Year 2000 Issue. Income Taxes A total of $0.5 million was provided for income taxes in the first quarter of fiscal 1999, up from $0.4 million in the first quarter of the last fiscal year. The provision for income taxes was calculated based on a statutory federal income tax rate of 34%, plus a provision for state income taxes and non-deductible goodwill resulting from acquisitions. The effective income tax rate was 40.0% for the first quarter of fiscal 1999 and 39.5% for the first quarter of the last fiscal year. BALANCE SHEET VARIATIONS Cash and cash equivalents, the money order principal payable, and the revolving advances from Integrated Payment Systems Inc. (the "Money Order Supplier") vary because of seasonal and day-to-day requirements resulting from maintaining cash for cashing checks and making loans, receipts of cash from the sale of money orders, loan volume, and remittances on money orders sold. For the three months ended September 30, 1998, cash and cash equivalents increased $1.0 million, compared to a decrease of $2.6 million for the three months ended September 30, 1997. Net property and equipment increased $0.9 million, and the excess purchase price over the fair value of net assets acquired increased $2.8 million, as a result of the 17 stores acquired and the 30 stores opened during the three months ended September 30, 1998, offset by related depreciation and amortization. Accounts and notes receivable increased $0.5 million, primarily due to an increase in the receivable for post-dated checks. Accounts payable and accrued liabilities and other liabilities increased $2.1 million, primarily due to certain accruals, including interest and taxes payable, less deferred revenue recognition of $0.5 million related to MoneyGram bonuses and incentives. LIQUIDITY AND CAPITAL RESOURCES Cash Flows from Operating Activities During the three months ended September 30, 1998 and 1997, the Company had net cash provided by operating activities of $4.5 million and $0.8 million, respectively. Cash Flows from Investing Activities During the three months ended September 30, 1998 and 1997, the Company used $1.6 million and $1.5 million, respectively, for purchases of property and equipment related principally to new store openings and remodeling existing stores. Capital expenditures related to acquisitions amounted to $4.3 million and $1.5 million, respectively, for the three months ended September 30, 1998 and 1997. Cash Flows from Financing Activities Net cash provided by financing activities for the three months ended September 30, 1998, was $2.4 million. During the three months ended September 30, 1998, the Company increased its Term Advances by $4.1 million, to fund the acquisition of 14 stores in Arizona, California, and Nevada, and repaid its Term Advances by $0.5 million through regularly scheduled principal payments. In addition, the Company repaid the Money Order Supplier $1.8 million of revolving advances, increased its acquisition-related notes payable to sellers by $0.4 million, and received $0.3 million for the exercise of stock options during the three months ended September 30, 1998. Net cash used by financing activities for the three months ended September 30, 1997, was $0.5 million. 11 In July 1998, the Company entered into a credit agreement ("Agreement") with a syndicate of banks, led by Wells Fargo Bank (Texas), National Association. This Agreement provides a senior secured credit facility of $125 million of financing to the Company. The Agreement will be available at the commencement of the new money order agreement with Travelers Express Company, Inc., which is expected to be on or near January 1, 1999. The contemplated credit facilities consist of a revolving line-of-credit facility of $90 million and a term-loan facility of $35 million. The revolving line-of-credit facility will in effect replace the deferred money order remittances and revolving advances now obtained and used by the Company under the existing money order agreement, and the term-loan facility will replace the Term Advance facility under the existing money order agreement. The new credit facilities are described more fully in the Company's audited financial statements in its Annual Report on Form 10-K filed with the Securities and Exchange Commission. YEAR 2000 ISSUE UPDATE The "Year 2000 Issue" is described more fully in the Company's audited financial statements in its Annual Report on Form 10-K filed with the Securities and Exchange Commission. The Company continues to believe that software and hardware associated with the Year 2000 Issue can be modified or replaced with upgraded or new software at a cost that will not be material to the Company's operation or financial condition. The Company estimates the total costs of addressing its Year 2000 Issue will be approximately $0.25 million, and the Company has incurred costs of $0.125 million through September 30, 1998. The Company still plans to complete the necessary modification and replacement of its software and hardware to address the Year 2000 Issue by the end of fiscal 1999. OPERATING TRENDS Seasonality The Company's business is seasonal to the extent of the impact of cashing tax refund checks and two other tax-related services--electronic tax filing and processing applications for refund anticipation loans. The impact of these services is in the third and fourth quarters of the Company's fiscal year. Impact of Inflation Management believes the Company's results of operations are not dependent upon the levels of inflation.			 FORWARD-LOOKING STATEMENTS This Report may contain, and from time to time the Company or certain of its representatives may make, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are generally identified by the use of words such as "anticipate," "expect," "estimate," "believe," "intend," and terms with similar meanings. Although the Company believes that the current views and expectations reflected in these forward-looking statements are reasonable, those views and expectations, and the related statements, are inherently subject to risks, uncertainties, and other factors, many of which are not under the Company's control and may not even be predictable. Those risks, uncertainties, and other factors could cause the actual results to differ materially from those reflected in the forward- looking statements. Those risks, uncertainties, and factors include, but are not limited to, the following matters described in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission: the Company's relationships with the Money Order Supplier and with the supplier of MoneyGram services; governmental regulation of the check-cashing industry; theft and employee errors; the availability of suitable locations, acquisition opportunities, adequate financing, and experienced management employees to implement the Company's growth strategy; the fragmentation of the check-cashing industry and the competition from various other sources, such as banks, savings and loans, and other financial services entities, as well as retail businesses that offer products and services offered by the Company; and customer demand and response to products and services offered by the Company. The Company expressly disclaims any obligations to release publicly any updates or revisions to these forward-looking statements to reflect any change in its views or expectations. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not Applicable. 12 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27 * Financial Data Schedule (EDGAR version only) -------------- * Filed herewith (b) Reports on Form 8-K None 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. ACE CASH EXPRESS, INC. ---------------------- November 4, 1998 By: /s/ Jay B. Shipowitz Senior Vice President and CFO (Duly authorized officer and principal financial and chief accounting officer) By: /s/ Charlotte S. Shaw Assistant Vice President and Controller 13