RULE NO. 424(b)(3)
REGISTRATION NO. 333-18221
PROSPECTUS
OFFER TO EXCHANGE
ALL OUTSTANDING
10 7/8% SENIOR NOTES DUE 2006
FOR
10 7/8% SERIES A SENIOR NOTES DUE 2006
OF
DOLLAR FINANCIAL GROUP, INC.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 9,
1997, UNLESS EXTENDED.
Dollar Financial Group, Inc. (the "Company" or "DFG"), a New York
corporation and a wholly owned subsidiary of DFG Holdings, Inc. ("Holdings"),
hereby offers, upon the terms and subject to the conditions set forth in this
Prospectus and the accompanying Letter of Transmittal (which together
constitute the "Exchange Offer"), to exchange an aggregate principal amount of
up to $110,000,000 of 10 7/8% Series A Senior Notes due 2006 (the "New Notes")
of the Company, which have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), for a like principal amount of the issued
and outstanding 10 7/8% Senior Notes due 2006 (the "Old Notes") of the Company
from the registered holders thereof (the "Holders"). The terms of the New
Notes are identical in all material respects to the Old Notes, except for
certain transfer restrictions relating to the Old Notes. The New Notes will
evidence the same class of debt as the Old Notes and will be issued pursuant
to, and entitled to the benefits of, the Indenture governing the Old Notes
(the "Indenture"). As used herein, the term "Notes" means the Old Notes and
the New Notes, treated as a single class.
DFG will accept for exchange any and all Old Notes validly tendered and not
withdrawn prior to 5:00 P.M., New York City time, on April 9, 1997, unless
extended (as so extended, the "Expiration Date"). Tenders of Old Notes may be
withdrawn at any time prior to the Expiration Date. The Exchange Offer is not
conditioned upon any minimum principal amount of Old Notes being tendered for
exchange pursuant to the Exchange Offer. The Exchange Offer is subject to
certain other customary conditions. See "The Exchange Offer."
On November 15, 1996, the Company issued $110,000,000 principal amount of
Old Notes (the "Offering") pursuant to exemptions from, or in transactions not
subject to, the registration requirements of the Securities Act and applicable
state securities laws.
The Notes will be redeemable at the option of the Company, in whole or in
part, at any time on or after November 15, 2001, at the redemption prices set
forth herein, plus accrued and unpaid interest thereon, if any, to the date of
redemption. In addition, prior to November 15, 1999, the Company may on any
one or more occasions redeem up to 30% of the originally issued principal
amount of Notes at a redemption price equal to 110 7/8% of the principal
amount thereof, plus accrued and unpaid interest thereon, if any, to the date
of redemption, with the net proceeds of an initial public offering of common
stock of the Company or of Holdings (to the extent that the proceeds thereof
are contributed to the Company as common equity); provided that at least 70%
of the originally issued principal amount of Notes remains outstanding
immediately after the occurrence of such redemption. Upon the occurrence of a
Change of Control (as defined), each holder of Notes will have the right to
require the Company to repurchase all or any part of such holder's Notes at an
offer price in cash equal to 101% of the aggregate principal amount thereof,
plus accrued and unpaid interest thereon, if any, to the date of purchase. See
"Description of Notes." The New Revolving Credit Facility (as defined)
prohibits the Company from purchasing any Notes prior to their stated maturity
and also provides that certain Change of Control events constitute a default
thereunder. If such a Change of Control event were to occur, it is unlikely
that the Company would be able to both repay all of its obligations under the
New Revolving Credit Facility and repay other Indebtedness (as defined) that
would become payable upon the Change of Control, unless it could obtain
alternate financing. There can be no assurance that the Company would be able
to obtain any such financing on commercially reasonable terms or at all, and
consequently no assurance can be given that the Company would be able to
purchase any of the Notes tendered pursuant to a Change of Control Offer (as
defined). See "Risk Factors--Change of Control."
The New Notes will constitute, and the Old Notes currently constitute,
general unsecured obligations of the Company. The Notes will rank senior in
right of payment to all subordinated Indebtedness of the Company, including
certain subordinated notes issued by a subsidiary of the Company in connection
with the acquisition of several check cashing stores and certain other notes
issued by the Company in connection with the acquisition of several check
cashing companies. See "Description of Certain Other Indebtedness--Seller
Subordinated Notes" and "--Other Debt." As of December 31, 1996, the amount of
subordinated
(continued on next page)
SEE "RISK FACTORS" ON PAGE 13 OF THIS PROSPECTUS FOR A DESCRIPTION OF
CERTAIN RISKS TO BE CONSIDERED BY HOLDERS WHO TENDER THEIR OLD NOTES IN THE
EXCHANGE OFFER.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is March 11, 1997.
(continued from previous page)
Indebtedness of the Company was approximately $3.0 million, none of which
would have ranked effectively senior to the Notes. The Notes will rank pari
passu in right of payment with all senior borrowings, including all borrowings
under the New Revolving Credit Facility. The Company's payment obligations
under the Notes will be jointly and severally guaranteed (the "Subsidiary
Guarantees") by each of the Company's current and future domestic subsidiaries
(the "Guarantors"). The Subsidiary Guarantees are full and unconditional. The
only limitation on the scope of the Subsidiary Guarantees is a "savings
clause" designed to prevent the Subsidiary Guarantees from constituting
fraudulent conveyances or transfers, thereby permitting the Subsidiary
Guarantees to be enforced against the Guarantors to the maximum extent
possible under applicable law. The Subsidiary Guarantees will rank pari passu
in right of payment with all existing and future senior Indebtedness of the
Guarantors, including the obligations of the Guarantors under the New
Revolving Credit Facility and any successor credit facility. The Indenture
limits the ability of the Company and its subsidiaries to incur additional
Indebtedness. However, under certain circumstances, the Company and its
subsidiaries will be permitted to incur secured Indebtedness, including
Indebtedness under the New Revolving Credit Facility, with respect to which
the Notes would be effectively subordinated to the extent of the assets
securing such Indebtedness. See "Risk Factors--Ranking; Holding Company
Structure."
For each Old Note accepted for exchange, the Holder of such Old Note will
receive a New Note having a principal amount equal to that of the surrendered
Old Note. The New Notes will bear interest from the most recent date to which
interest has been paid on the Old Notes or, if no interest has been paid on
the Old Notes, from November 15, 1996. Old Notes accepted for exchange will
cease to accrue interest from and after the date of consummation of the
Exchange Offer. Holders of Old Notes whose Old Notes are accepted for exchange
will not receive any payment in respect of accrued interest on such Old Notes.
The New Notes are being offered hereunder in order to satisfy certain
obligations of the Company contained in the Registration Rights Agreement (as
defined). Based on interpretations by the staff of the Securities and Exchange
Commission (the "SEC") as set forth in no-action letters issued to third
parties, the Company believes that New Notes issued pursuant to the Exchange
Offer in exchange for Old Notes may be offered for resale, resold and
otherwise transferred by Holders thereof (other than any Holder which is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such New Notes are acquired in
the ordinary course of such Holders' business and such Holders have no
arrangement with any person to engage in a distribution of such New Notes.
However, the SEC has not considered the Exchange Offer in the context of a no-
action letter and there can be no assurance that the staff of the SEC would
make a similar determination with respect to the Exchange Offer as in such
other circumstances. Each Holder, other than a broker-dealer, must acknowledge
that it is not engaged in, and does not intend to engage in, a distribution of
such New Notes and has no arrangement or understanding to participate in a
distribution of New Notes. Each broker-dealer that receives New Notes for its
own account pursuant to the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such New Notes. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-
dealer in connection with resales of New Notes received in exchange for Old
Notes where such Old Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date, it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution."
The Company will not receive any proceeds from the Exchange Offer. The
Company will pay all the expenses incident to the Exchange Offer. In the event
the Company terminates the Exchange Offer and does not accept for exchange any
Old Notes, the Company will promptly return the Old Notes to the Holders
thereof. See "The Exchange Offer."
There is no existing trading market for the New Notes, and there can be no
assurance regarding the future development of a market for the New Notes.
Lehman Brothers Inc. and BA Securities, Inc. (the "Initial Purchasers") have
advised the Company that they currently intend to make a market in the New
Notes. The Initial Purchasers are not obligated to do so, however, and any
market-making with respect to the New Notes may be discontinued at any time
without notice. The Company does not intend to apply for listing or quotation
of the New Notes on any securities exchange or stock market.
AVAILABLE INFORMATION
The Company and the Guarantors have filed with the SEC a registration
statement on Form S-4 (herein, together with all amendments and exhibits,
referred to as the "Registration Statement") under the Securities Act with
respect to the New Notes offered hereby. This Prospectus, which forms a part
of the Registration Statement, does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules thereto,
certain parts of which are omitted in accordance with the rules and
regulations of the SEC. For further information with respect to the Company,
the Guarantors and the New Notes offered hereby, reference is made to the
Registration Statement. Any statements made in this Prospectus concerning the
provisions of certain documents are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit
to the Registration Statement otherwise filed with the SEC.
As of the date of the effectiveness of the Registration Statement, the
Company and the Guarantors will become subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith will file reports, proxy statements and
other information with the SEC. The Registration Statement, the exhibits
forming a part thereof and the reports, proxy statements and other information
filed by the Company with the SEC in accordance with the Exchange Act may be
inspected, without charge, at the Public Reference Section of the SEC located
at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Regional Offices
of the SEC located at Seven World Trade Center, 13th Floor, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60601-2511. Copies of all or any portion of the material may be
obtained from the Public Reference Section of the SEC upon payment of the
prescribed fees. The SEC also maintains a Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC.
The Company will furnish holders of the New Notes offered hereby with annual
reports containing, among other information, audited financial statements
certified by an independent public accounting firm and quarterly reports
containing unaudited financial information for the first three quarters of
each fiscal year. The Company will also furnish such other reports as it may
determine or as may be required by law. In addition, in the event that the
Company is not required to be subject to the reporting requirements of the
Exchange Act in the future, the Company will be required under the Indenture,
pursuant to which the Old Notes were, and the New Notes will be, issued, to
continue to file with the SEC, and to furnish Holders of the New Notes with,
the information, documents and other reports specified in Sections 13 and
15(d) of the Exchange Act.
i
PROSPECTUS SUMMARY
The following summary should be read in conjunction with, and is qualified in
its entirety by, the more detailed information and financial statements (and
notes thereto) included elsewhere in this Prospectus. Unless the context
indicates otherwise, references in this Prospectus to DFG or the Company are to
Dollar Financial Group, Inc., a New York corporation, its predecessors and
their respective subsidiaries, after giving effect to the transactions
described under "The Acquisitions" (the "Acquisitions"). For convenient
translation purposes, an exchange rate of $1.00 = C$1.364 as of December 31,
1996 has been utilized in connection with the acquisition of National Money
Mart, Inc. ("Money Mart"), a Canadian corporation. For purposes of translating
Money Mart's operating results for the year ended June 30, 1996, an average
exchange rate of $1.00 = C$1.364 has been used; for purposes of translating
Money Mart's operating results for the six months ended December 31, 1996, an
average exchange rate of $1.00=C$1.362 has been used.
THE COMPANY
The Company is a consumer financial services company operating the second
largest check cashing store network in the United States and the largest such
network in Canada. The Company provides a diverse range of consumer financial
products and services primarily consisting of check cashing, money orders,
money transfers, consumer loans, insurance and bill payment. Certain stores
also serve as distribution centers for public assistance benefits and food
stamps under government contracts. As of December 31, 1996, the Company had a
total network of 427 stores in 14 states, the District of Columbia and Canada,
including 321 Company-owned stores with revenues for the fiscal year ended June
30, 1996 and for the six months ended December 31, 1996 of $91.7 million and
$44.3 million, respectively, and with earnings before interest, taxes,
depreciation and amortization, and loss on store closings and sales ("Adjusted
EBITDA") for the fiscal year ended June 30, 1996 and for the six months ended
December 31, 1996 of $21.4 million and $10.0 million, respectively. See
"Unaudited Condensed Combined Pro Forma Financial Statements."
The Company's primary customers are working, lower-income individuals and
families who require basic consumer financial services and are under-served by
traditional retail banking networks. The increased expense and decreased
availability of traditional retail banking services have left an increasing
number of individuals and families (estimated at 20% of the adult population)
without banking relationships. Management believes that growth in the lower-
income segment of the population combined with the decline of traditional
retail banking services provides the Company with significant growth
opportunities.
The check cashing industry in the United States is highly fragmented,
consisting of approximately 5,400 stores as of July 1996, an increase from the
approximately 1,350 national listings in 1986 according to American Business
Information, Inc. In contrast to the domestic market, the Canadian check
cashing industry is significantly less fragmented. Money Mart is the largest
check cashing store network in Canada accounting for 55% of the total number of
check cashing stores. The Company believes it is one of only four U.S. check
cashing store networks that have more than 100 locations, the remaining being
local store networks and single-unit operators. The Company believes that
industry growth has been fueled by several demographic and socioeconomic
trends, including a decline in the number of households with bank deposit
accounts, an increase in the number of low-paying service sector jobs and an
overall increase in the lower-income population. See "Business--Industry
Overview."
The Company's stores currently operate under the following locally
established brand names: ABC Check Cashing, Almost-A-Banc, AnyKind Check
Cashing Centers, C&C Check Cashing, Cash-N-Dash, Check Mart, Chex$Cashed,
Financial Exchange, Money Mart, Quikcash, QwiCash and The Service Centers.
The Company is a wholly owned subsidiary of Holdings. The activities of
Holdings consist primarily of its investment in the Company and there are no
significant differences between the consolidated results of operations of
Holdings and those of the Company. Holdings has no employees or operating
activities.
1
THE ACQUISITIONS
ANYKIND ACQUISITION. On August 8, 1996, the Company purchased all of the
outstanding capital stock of AnyKind Check Cashing Centers, Inc. ("AnyKind")
for an aggregate purchase price of $31.0 million plus initial working capital
of approximately $6.0 million. AnyKind operates 63 check cashing stores in
seven states and the District of Columbia and had revenues for the twelve-month
period ended June 30, 1996 of $22.7 million.
ABC ACQUISITION. On August 28, 1996, the Company purchased certain assets and
liabilities of ABC Check Cashing Inc. ("ABC") for a purchase price of $6.0
million plus initial working capital of approximately $1.5 million. ABC
operates 15 check cashing stores in Cleveland, Ohio and had revenues for the
twelve-month period ended June 30, 1996 of $4.8 million.
MONEY MART ACQUISITION. On November 15, 1996, the Company acquired all of the
outstanding capital stock of Money Mart for approximately $17.7 million (of
which approximately $500,000 was in the form of Holdings Common Stock) plus
initial working capital of approximately $900,000. Money Mart owns 36 check
cashing stores and franchises 107 check cashing stores, all of which operate in
Canada under the "Money Mart" name, and had revenues for the twelve-month
period ended June 30, 1996 of $9.4 million.
CASH-N-DASH ACQUISITION. On November 15, 1996, the Company acquired
substantially all of the assets of Cash-N-Dash Check Cashing, Inc. ("Cash-N-
Dash") for approximately $7.3 million, consisting of $6.0 million in cash (of
which $5.1 million was paid on January 2, 1997), the issuance to the seller of
$500,000 of Holdings Common Stock and a revenue-based earn-out of up to
$750,000 payable over four years. Cash-N-Dash operates 32 check cashing stores
in northern California under the "Cash-N-Dash" name and had revenues for the
twelve-month period ended June 30, 1996 of $6.2 million.
C&C ACQUISITION. On November 21, 1996, the Company acquired C&C Check
Cashing, Inc. ("C&C") pursuant to a stock purchase agreement for approximately
$3.8 million, consisting of $3.5 million in cash and a revenue-based earn-out
of up to $300,000 payable over three years, plus initial working capital of
approximately $500,000. C&C operates 22 check cashing stores in northern
California under the "C&C Check Cashing" name and had revenues for the twelve-
month period ended June 30, 1996 of $4.8 million.
FINANCING. The acquisitions of AnyKind and ABC were financed through bank
borrowings of $35.0 million under a credit facility then existing (the
"Existing Credit Facility"), the issuance by Holdings of $2.0 million of common
stock ("Holdings Common Stock") to the seller of AnyKind, and the sale of $22.0
million of Holdings Common Stock (the "Equity Transaction") to affiliates of
Weiss, Peck & Greer, L.L.C. ("WPG"), Pegasus Partners, L.P. ("Pegasus") and a
Pegasus affiliate, and General Electric Capital Corporation ("GECC").
Concurrently, with the acquisitions of AnyKind and ABC, the Company increased
and amended its Existing Credit Facility. The cash portion of the purchase
price of the Money Mart, Cash-N-Dash and C&C acquisitions was financed from the
net proceeds of the Offering. The bank borrowings entered into in connection
with the AnyKind and ABC acquisitions were repaid with the net proceeds of the
Offering.
In connection with the Offering, the Company entered into a new revolving
credit facility (the "New Revolving Credit Facility" or the "Credit Agreement")
with certain lenders, including affiliates of the Initial Purchasers, under
which the Company may borrow up to $25.0 million at any one time, if certain
conditions are met. Loans under the New Revolving Credit Facility will
constitute senior secured Indebtedness of the Company and will be guaranteed by
the Company's current and future domestic subsidiaries. There were no
borrowings under the New Revolving Credit Facility or the Existing Credit
Facility as of December 31, 1996. See "Description of Certain Other
Indebtedness--New Revolving Credit Facility."
2
STRATEGY
The Company believes it has the following competitive strengths: (i) store
locations in favorable demographic areas, (ii) high-quality customer service,
(iii) a broad offering of products and services, (iv) economies of scale and
the ability to enter into alliances with strategic partners, (v) management
expertise and (vi) well diversified credit risk. See "Business--Competitive
Strengths."
The Company's business strategy is to capitalize on its competitive strengths
by increasing the revenues and profitability of its existing operations and by
growing through the acquisition of check cashing store networks and the
development of the kiosk store format. See "Business--Strategy." Key elements
of the Company's business strategy include:
MAINTAIN AND INSTILL A CUSTOMER-DRIVEN RETAIL PHILOSOPHY. The Company has
focused on increasing its customer base through a service-oriented approach
designed to meet the needs of working, lower-income individuals and families in
need of basic consumer financial services. The Company offers extended
operating hours in clean, well-lit and convenient store locations to enhance
appeal and stimulate store traffic. The Company uses locally-targeted
advertising, including television and radio, to promote awareness of its
products and its customer service.
INTRODUCE NEW PRODUCTS AND SERVICES. The Company has developed a "one-stop"
shop concept to offer many consumer financial products and services not
otherwise available to its targeted customer base. The Company believes that
its customers enjoy the convenience of those services offered by the Company
other than check cashing. The Company is currently in the process of a
nationwide roll-out of its successful consumer loan program (known as "Cash
'Til Payday") and will continue to expand the product and service offerings of
its newly acquired check cashing store networks. In addition, the Company
intends to seek strategic alliances with other financial institutions and non-
financial organizations, like Western Union, to offer additional products to
its customers.
GROW THROUGH TARGETED ACQUISITIONS AND KIOSK OPENINGS. The Company has grown
significantly since June 1994, primarily through nine acquisitions of an
aggregate of 225 stores. Management will continue to seek opportunistic
acquisitions of well-managed check cashing store networks located in areas with
favorable demographics, including the southeastern and western parts of the
United States. Pursuant to this strategy, the Company is currently in
discussions with the largest Money Mart franchisee to acquire 43 Money Mart
check cashing stores in Canada which generated approximately $10.8 million of
revenue in the twelve-month period ended May 31, 1996. See "Business--
Strategy." In addition, pursuant to an agreement with The Southland
Corporation, the Company plans to open 17 additional consumer financial service
kiosks that offer check cashing and other products and services. These kiosks,
which will be located in existing 7-Eleven convenience stores, are expected to
be opened in the near future.
CAPITALIZE ON ECONOMIES OF SCALE. The Company is well positioned to take
advantage of the current trend toward consolidation in the check cashing
industry. The Company expects to continue to reduce its per store cost for bad
debt collection, security, armored car services, employee training, management
information systems, and other operating expenses. The Company will continue to
seek cost reductions from its current service suppliers as its check cashing
market share increases through store network acquisitions and kiosk openings.
Furthermore, the Company expects to be able to capitalize on its market
position by developing strategic alliances with other financial institutions
and non-financial organizations.
MANAGE CREDIT RISK. The Company's check cashing service consists of high
volumes of small individual transactions requiring credit risk decisions on
individual checks and customers. On a pro forma basis, for the fiscal year
ended June 30, 1996 and for the six months ended December 31, 1996, the Company
cashed 7.2 million checks and 3.7 million checks, respectively, with an average
face amount of $262 and $277,
3
respectively. The Company actively manages its customer risk profile and
collection efforts in order to maximize check cashing revenues while
maintaining net write-offs within a targeted range. As a result, management
believes that the risk that the Company will sustain a material credit loss
related to a single transaction or series of transactions is minimal. On a pro
forma basis, for the fiscal year ended June 30, 1996 and for the six months
ended December 31, 1996, net write-offs as a percentage of face amount of
checks cashed were 0.16% and 0.18%, respectively.
MAINTAIN EXISTING BASE OF GOVERNMENT CONTRACTS. The Company intends to
continue to distribute public assistance benefits pursuant to its existing
government contracts. The Company is not, however, planning to further expand
this part of its business and expects government revenue as a percentage of
total revenue to decline in the future.
CORPORATE HISTORY
DFG was established in 1979 by the United States Banknote Company ("USBN") in
order to distribute government benefits on a private basis in the Philadelphia
area. In the mid-1980s, the Company began opening check cashing stores and
government benefits distribution centers in Ohio, California and Michigan. In
May 1990, DFG was acquired from USBN by a private investor group. On June 30,
1994, Holdings was acquired from the previous owner by Messrs. Weiss and
Gayhardt, the Company's Chief Executive Officer and Chief Financial Officer,
respectively, and WPG.
The Company, known until January 1996 as Monetary Management Corporation, was
organized under the laws of the state of New York. The Company's executive
offices are located at 1436 Lancaster Avenue, Suite 210, Berwyn, Pennsylvania
19312-1288, telephone: (610) 296-3400.
4
THE EXCHANGE OFFER
On November 15, 1996, the Company issued $110,000,000 principal amount of Old
Notes. The Old Notes were sold pursuant to exemptions from, or in transactions
not subject to, the registration requirements of the Securities Act and
applicable state securities laws. Lehman Brothers Inc. and BA Securities, Inc.
(the "Initial Purchasers"), as a condition to their purchase of the Old Notes,
required that the Company agree to commence the Exchange Offer following the
offering of the Old Notes. The New Notes will evidence the same class of debt
as the Old Notes and will be issued pursuant to, and entitled to the benefits
of, the Indenture. As used herein, the term "Notes" means the Old Notes and the
New Notes, treated as a single class.
SECURITIES OFFERED.......... Up to $110,000,000 aggregate principal amount of
the Company's 10 7/8% Series A Senior Notes Due
2006, which have been registered under the
Securities Act (the "New Notes"). The terms of
the New Notes and the Old Notes are identical in
all material respects, except for certain
transfer restrictions relating to the Old Notes.
THE EXCHANGE OFFER.......... The New Notes are being offered in exchange for
a like principal amount of Old Notes. The
issuance of the New Notes is intended to satisfy
obligations of the Company contained in the
Registration Rights Agreement, dated November
15, 1996, among the Company and the Initial
Purchasers (the "Registration Rights
Agreement"). For procedures for tendering the
Old Notes pursuant to the Exchange Offer, see
"The Exchange Offer."
TENDERS, EXPIRATION DATE;
WITHDRAWAL.................. The Exchange Offer will expire at 5:00 P.M., New
York City time, on April 9, 1997, or such later
date and time to which it is extended (as so
extended, the "Expiration Date"). A tender of
Old Notes pursuant to the Exchange Offer may be
withdrawn at any time prior to the Expiration
Date. Any Old Note not accepted for exchange for
any reason will be returned without expense to
the tendering Holder thereof as promptly as
practicable after the expiration or termination
of the Exchange Offer.
FEDERAL INCOME TAX The exchange pursuant to the Exchange Offer
CONSEQUENCES................ should not result in any income, gain or loss to
the holders or the Company for federal income
tax purposes. See "Certain U.S. Income Tax
Consequences."
USE OF PROCEEDS............. There will be no proceeds to the Company from
the exchange pursuant to the Exchange Offer.
EXCHANGE AGENT.............. Fleet National Bank is serving as the Exchange
Agent in connection with the Exchange Offer.
SHELF REGISTRATION Under certain circumstances described in the
STATEMENT................... Registration Rights Agreement, certain holders
of Notes (including holders who are not
permitted to participate in the Exchange Offer
or who may not freely resell New Notes received
in the Exchange Offer) may require the Company
to file, and use best efforts to cause to become
effective, a shelf registration statement under
the Securities Act, which would cover resales of
Notes by such holders. See "Description of
Notes--Exchange Offer; Registration Rights."
5
CONDITIONS TO THE EXCHANGE The Exchange Offer is not conditioned on any
OFFER....................... minimum principal amount of Old Notes being
tendered for exchange. The Exchange Offer is
subject to certain other customary conditions,
each of which may be waived by the Company. See
"The Exchange Offer--Conditions."
CONSEQUENCES OF FAILURE TO EXCHANGE OLD NOTES
Holders of Old Notes who do not exchange their Old Notes for New Notes
pursuant to the Exchange Offer will continue to be subject to the restrictions
on transfer of such Old Notes as set forth in the legend thereon as a
consequence of the issuance of the Old Notes pursuant to exemptions from, or in
transactions not subject to, the registration requirements of the Securities
Act and applicable state securities laws. In general, the Old Notes may not be
offered or sold, unless registered under the Securities Act, except pursuant to
an exemption from, or in a transaction not subject to, the Securities Act and
applicable state securities laws. The Company does not currently anticipate
that it will register Old Notes under the Securities Act. See "Description of
the Notes--Exchange Offer; Registration Rights." Based on interpretations by
the staff of the SEC, as set forth in no-action letters issued to third
parties, the Company believes that New Notes issued pursuant to the Exchange
Offer in exchange for Old Notes may be offered for resale, resold or otherwise
transferred by holders thereof (other than any holder which is an "affiliate"
of the Company within the meaning of Rule 405 under the Securities Act) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such New Notes are acquired in the ordinary
course of such holders' business and such holders, other than broker-dealers,
have no arrangement with any person to participate in the distribution of such
New Notes. However, the SEC has not considered the Exchange Offer in the
context of a no-action letter and there can be no assurance that the staff of
the SEC would make a similar determination with respect to the Exchange Offer
as in such other circumstances. Each Holder, other than a broker-dealer, must
acknowledge that it is not engaged in, and does not intend to engage in, a
distribution of such New Notes and has no arrangement or understanding to
participate in a distribution of New Notes. Each broker-dealer that receives
New Notes for its own account in exchange for Old Notes must acknowledge that
such Old Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities and that it will deliver a prospectus in
connection with any resale of such New Notes. See "Plan of Distribution." In
addition, to comply with the securities laws of certain jurisdictions, it may
be necessary to qualify for sale or register thereunder the New Notes prior to
offering or selling such New Notes. The Company has agreed, pursuant to the
Registration Rights Agreement, subject to certain limitations specified
therein, to register or qualify the New Notes for offer or sale under the
securities laws of such jurisdictions as any holder reasonably requests in
writing. Unless a holder so requests, the Company does not intend to register
or qualify the sale of the New Notes in any such jurisdictions. See "Risk
Factors-- Consequences of Failure to Exchange" and "The Exchange Offer--
Consequences of Exchanging Old Notes."
6
SUMMARY DESCRIPTION OF THE NEW NOTES
The terms of the New Notes and the Old Notes are identical in all material
respects, except for certain transfer restrictions relating to the Old Notes.
The New Notes will bear interest from the most recent date to which interest
has been paid on the Old Notes or, if no interest has been paid on the Old
Notes, from November 15, 1996. Accordingly, registered holders of New Notes on
the relevant record date for the first interest payment date following the
consummation of the Exchange Offer will receive interest accruing from the most
recent date to which interest has been paid on the Old Notes or, if no interest
has been paid, from November 15, 1996. Old Notes accepted for exchange will
cease to accrue interest from and after the date of consummation of the
Exchange Officer. Holders whose Old Notes are accepted for exchange will not
receive any payment in respect of interest on such Old Notes otherwise payable
on any interest payment date the record date for which occurs on or after
consummation of the Exchange Offer.
SECURITIES OFFERED ......... $110,000,000 aggregate principal amount of 10
7/8% Series A Senior Notes due 2006.
ISSUER ..................... Dollar Financial Group, Inc.
MATURITY DATE .............. November 15, 2006.
INTEREST PAYMENT DATES ..... May 15 and November 15, commencing May 15, 1997.
MANDATORY REDEMPTION ....... None.
OPTIONAL REDEMPTION ........ The Notes will be redeemable at the option of
the Company, in whole or in part, at any time on
or after November 15, 2001 at the redemption
prices set forth herein, plus accrued and unpaid
interest thereon, if any, to the date of
redemption. In addition, prior to November 15,
1999, the Company may on any one or more
occasions redeem up to 30% of the originally
issued principal amount of Notes at a redemption
price equal to 110 7/8% of the principal amount
thereof, plus accrued and unpaid interest
thereon, if any, to the date of redemption, with
the net proceeds of an initial public offering
of common stock of the Company or of Holdings
(to the extent that the proceeds thereof are
contributed to the Company as common equity);
provided that at least 70% of the originally
issued principal amount of Notes remains
outstanding immediately after the occurrence of
such redemption. See "Description of Notes--
Optional Redemption."
CHANGE OF CONTROL .......... Upon the occurrence of a Change of Control, each
holder of Notes will have the right to require
the Company to repurchase all or any part of
such holder's Notes at an offer price in cash
equal to 101% of the aggregate principal amount
thereof, plus accrued and unpaid interest
thereon, if any, to the date of purchase. See
"Description of Notes--Repurchase at the Option
of Holders--Change of Control."
RANKING .................... The Old Notes currently are, and the New Notes
will be, general unsecured obligations of the
Company, rank senior in right of payment to all
subordinated Indebtedness of the Company and
rank pari passu in right of payment with all
senior borrowings,
7
including all borrowings under the New Revolving
Credit Facility. At December 31, 1996, the
aggregate principal amount of Indebtedness
(excluding trade payables, other accrued
liabilities and the Notes) of the Company and
its subsidiaries was approximately $3.0 million,
none of which ranked effectively senior to the
Notes. The Indenture limits the ability of the
Company and its subsidiaries to incur additional
Indebtedness. However, under certain
circumstances, the Company and its subsidiaries
will be permitted to incur additional secured
Indebtedness, including Indebtedness under the
New Revolving Credit Facility, with respect to
which the Notes would be effectively
subordinated to the extent of the assets
securing such Indebtedness. See "Risk Factors--
Ranking; Holding Company Structure."
DOMESTIC SUBSIDIARY The Company's payment obligations under the Old
GUARANTEES ................. Notes are, and under the New Notes will be,
jointly and severally guaranteed (the
"Subsidiary Guarantees") by each of the
Company's existing and future domestic
subsidiaries (the "Guarantors"). The Subsidiary
Guarantees rank pari passu in right of payment
with all existing and future senior Indebtedness
of the Guarantors, including the obligations of
the Guarantors under the New Revolving Credit
Facility and any successor credit facility. See
"Description of Notes--Subsidiary Guarantees."
Due to possible adverse tax consequences, the
Company's foreign subsidiaries will not
guarantee the Company's payment obligations
under the Notes. In particular, pursuant to
Section 956(d) of the Internal Revenue Code, the
guarantee by a foreign subsidiary of the
obligations of a U.S. company may give rise to a
deemed distribution from the foreign subsidiary
to the U.S. company for U.S. federal income tax
purposes.
CERTAIN COVENANTS .......... The Indenture contains certain covenants that,
among other things, limit the ability of the
Company and its subsidiaries to (i) incur
additional Indebtedness and issue preferred
stock, (ii) pay dividends or make other
distributions, (iii) repurchase Equity Interests
(as defined) or subordinated Indebtedness, (iv)
engage in sale and leaseback transactions, (v)
create certain liens, (vi) enter into certain
transactions with affiliates, (vii) sell assets
of the Company or its subsidiaries, (viii) issue
or sell Equity Interests of the Company's
subsidiaries or (ix) enter into certain mergers
and consolidations. In addition, under certain
circumstances, the Company is required to offer
to purchase the Notes at a price equal to 100%
of the principal amount thereof, plus accrued
and unpaid interest thereon, if any, to the date
of purchase, with the proceeds of certain Asset
Sales (as defined). See "Description of Notes--
Certain Covenants."
EXCHANGE OFFER; Pursuant to a Registration Rights Agreement (the
REGISTRATION RIGHTS ........ "Registration Rights Agreement") between the
Company and the Initial Purchasers, the Company
agreed to file an exchange offer
8
registration statement with respect to the
Exchange Offer. The Registration Statement of
which this Prospectus is a part constitutes the
exchange offer registration statement referred
to therein. If, among other things, any holder
of the Transfer Restricted Securities (as
defined) notifies the Company that (A) it is
prohibited by law or Commission policy from
participating in the Exchange Offer, (B) that it
may not resell the New Notes acquired by it in
the Exchange Offer to the public without
delivering a prospectus and the prospectus
contained in the Exchange Offer Registration
Statement is not appropriate or available for
such resales or (C) that it is a broker-dealer
and holds Notes acquired directly from the
Company or an affiliate of the Company, the
Company will be required to provide a shelf
registration statement (the "Shelf Registration
Statement") to cover resales of the Notes by the
holders thereof. If the Company fails to satisfy
these registration obligations, it will be
required to pay certain increases in the
interest rate on the Old Notes as provided in
the Registration Rights Agreement.
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION
WITH AN INVESTMENT IN THE NOTES, SEE "RISK FACTORS" BEGINNING ON PAGE 13.
9
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL AND OPERATING DATA
The following table sets forth summary consolidated historical and unaudited
condensed combined pro forma financial and other data for the periods
indicated. The following summary historical statement of operations data and
balance sheet data are derived from the consolidated financial statements of
the Company (formerly Monetary Management Corporation) as of December 31, 1991,
1992, 1993 and for the years then ended, as of June 30, 1994 and for the six
months then ended, and as of June 30, 1995 and 1996 and for the years then
ended which have been audited by Ernst & Young LLP, independent auditors. The
summary financial and other data for the six months ended December 31, 1995 and
1996 and for the six months ended June 30, 1993 have been derived from
unaudited interim consolidated financial statements of the Company and, in the
opinion of management, include all adjustments (consisting of normal, recurring
and other adjustments) necessary for a fair presentation of such information
and are not necessarily indicative of the results to be expected for the full
year. This data should be read in conjunction with the consolidated financial
statements and related notes for these periods and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
in this Prospectus. The condensed combined pro forma financial data are
unaudited and do not purport to represent what the Company's results of
operations would actually have been if the Acquisitions and the Offering had
occurred on the dates specified and do not project the Company's financial
position or results of operations for any future periods. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this Prospectus.
PREDECESSOR COMPANY(1)
-------------------------------------------
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------- ----------------
1991 1992(2) 1993 1993 1994
------- ------- ------- ------- -------
(DOLLARS IN THOUSANDS, EXCEPT CHECK CASHING DATA)
STATEMENT OF OPERATIONS
DATA:
Revenues................ $19,119 $25,405 $28,734 $14,373 $14,676
Store and regional
expenses:
Salaries and benefits.. 6,150 7,811 8,354 4,242 4,266
Occupancy.............. 1,796 2,504 2,578 1,317 1,313
Depreciation........... 809 1,140 1,102 579 483
Other.................. 5,418 7,347 8,139 4,000 4,132
------- ------- ------- ------- -------
Total store and regional
expenses............... 14,173 18,802 20,173 10,138 10,194
Corporate expenses...... 2,067 3,133 4,414 2,358 2,321
Loss (gain) on store
closings and sales..... 171 283 110 -- 36
Other depreciation and
amortization........... 1,763 2,231 1,183 752 319
Recapitalization costs.. 1,432 -- -- -- --
Interest expense........ 2,554 1,744 1,597 847 721
------- ------- ------- ------- -------
Income (loss) before
taxes and extraordinary
item................... (3,041) (788) 1,257 278 1,085
Income tax provision
(benefit).............. 33 172 205 78 174
------- ------- ------- ------- -------
Income (loss) before
extraordinary item..... (3,079) (960) 1,052 200 911
Extraordinary loss on
debt extinguishment
(net of income tax
benefit of $1,042)..... -- -- -- -- --
------- ------- ------- ------- -------
Net income (loss)....... $(3,074) $ (960) $ 1,052 $ 200 $ 911
======= ======= ======= ======= =======
Ratio of earnings to
fixed charges(8)....... -- -- 1.6x 1.2x 2.0x
OPERATING AND OTHER
DATA:
Adjusted EBITDA(9)...... $ 2,256 $ 4,610 $ 5,249 $ 2,456 $ 2,644
Adjusted EBITDA
margin(9).............. 11.8% 18.1% 18.3% 17.1% 18.0%
Net cash provided (used)
by:
Operating activities... 2,091 2,061 2,617 (429) 1,612
Investing activities... (2,397) (3,655) (622) (382) (756)
Financing activities... 983 2,892 (1,401) (653) (807)
Stores in operation at
end of period.......... 85 107 108 108 109
Pro forma ratio of
Adjusted EBITDA to cash
interest expense.......
Pro forma ratio of total
indebtedness to
Adjusted EBITDA........
10
SUCCESSOR COMPANY(1)
-------------------------------------------------------
SIX MONTHS ENDED
YEAR ENDED JUNE 30, DECEMBER 31,
--------------------------- ---------------------------
PRO FORMA PRO FORMA
1995(3) 1996(4) 1996(6) 1995(4) 1996(5) 1996(7)
------- ------- --------- ------- ------- ---------
(DOLLARS IN THOUSANDS, EXCEPT CHECK CASHING DATA)
STATEMENT OF OPERATIONS
DATA:
Revenues................ $34,834 $42,430 $91,730 $20,503 $32,900 $44,334
Store and regional
expenses:
Salaries and benefits.. 11,042 13,975 28,689 6,758 11,174 14,334
Occupancy.............. 3,122 4,031 9,660 2,001 3,317 4,636
Depreciation........... 894 893 1,882 490 570 829
Other.................. 9,577 11,709 23,215 5,816 8,542 10,937
------- ------- ------- ------- ------- -------
Total store and regional
expenses............... 24,635 30,608 63,446 15,065 23,603 30,736
Corporate expenses...... 4,414 5,360 8,765 2,598 3,023 4,386
Loss (gain) on store
closings and sales..... 93 4,501 4,504 4,455 7 7
Other depreciation and
amortization........... 1,630 1,858 4,721 933 1,590 2,303
Recapitalization costs.. -- -- -- -- -- --
Interest expense........ 2,480 3,385 12,790 1,676 3,712 6,395
------- ------- ------- ------- ------- -------
Income (loss) before
taxes and extraordinary
item................... 1,582 (3,282) (2,496) (4,224) 965 507
Income tax provision
(benefit).............. 1,022 (1,214) (226) (1,650) 617 646
------- ------- ------- ------- ------- -------
Income (loss) before
extraordinary item..... 560 (2,068) (2,270) (2,574) 348 (139)
Extraordinary loss on
debt extinguishment
(net of income tax
benefit of $1,042)..... -- -- -- -- (2,023) (2,023)
------- ------- ------- ------- ------- -------
Net income (loss)....... $ 560 $(2,068) $(2,270) $(2,574) $(1,675) $(2,162)
======= ======= ======= ======= ======= =======
Ratio of earnings to
fixed charges(8)....... 1.5x -- -- -- 1.2x 1.1x
OPERATING AND OTHER
DATA:
Adjusted EBITDA(9)...... $ 6,679 $ 7,355 $21,401 $ 3,330 $ 6,844 $10,041
Adjusted EBITDA
margin(9).............. 19.2% 17.3% 23.3% 16.2% 20.8% 22.6%
Net cash provided (used)
by:
Operating activities... 4,350 3,669 -- 2,714 6,731 --
Investing activities... (9,615) (8,146) -- (7,271) (54,822) --
Financing activities... 11,081 7,244 -- 11,179 87,554 --
Stores in operation at
end of period.......... 150 154 426 146 427 427
Pro forma ratio of
Adjusted EBITDA to cash
interest expense....... 1.73x 1.62x
Pro forma ratio of total
indebtedness to
Adjusted EBITDA........ 5.28x
11
PREDECESSOR COMPANY(1)
--------------------------------------------------------------------
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------------- --------------------------
1991 1992(2) 1993 1993 1994
------------ ------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS, EXCEPT CHECK CASHING DATA)
CHECK CASHING DATA:
Face amount of checks
cashed................. $231,173,000 $267,009,000 $307,523,000 $157,219,000 $160,681,000
Number of checks
cashed................. 933,610 1,202,454 1,307,768 648,549 662,855
Average face amount per
check cashed........... $ 247.61 $ 222.05 $ 235.15 $ 242.42 $ 242.41
Average fee per check... $ 6.27 $ 6.59 $ 6.53 $ 6.69 $ 6.78
Average fee as a % of
face amount............ 2.53% 2.97% 2.78% 2.76% 2.80%
BALANCE SHEET DATA (AT
END OF PERIOD):
Cash.................... $ 9,082 $ 10,380 $ 10,974 $ 8,916 $ 11,023
Total assets............ 31,523 29,379 29,681 28,013 28,607
Total indebtedness...... 17,073 16,969 16,639 16,634 15,832
Shareholder's equity.... 7,380 5,974 5,708 6,238 6,309
SUCCESSOR COMPANY(1)
--------------------------------------------------------------------------------------
SIX MONTHS
ENDED
YEAR ENDED JUNE 30, DECEMBER 31,
------------------------------------------ ------------------------------------------
PRO FORMA PRO FORMA
1995(3) 1996(4) 1996(6) 1995(4) 1996(5) 1996(7)
------------ ------------ -------------- ------------ ------------ --------------
(DOLLARS IN THOUSANDS, EXCEPT CHECK CASHING DATA)
CHECK CASHING DATA:
Face amount of checks
cashed................. $510,771,000 $728,123,000 $1,893,885,000 $366,000,000 $764,000,000 $1,013,737,000
Number of checks
cashed................. 2,132,006 3,051,037 7,236,000 1,523,000 2,721,000 3,658,000
Average face amount per
check cashed........... $ 239.57 $ 238.65 $ 261.73 $ 240.32 $ 280.78 277.13
Average fee per check... $ 6.45 $ 6.65 $ 7.65 $ 6.22 $ 7.24 $ 7.31
Average fee as a % of
face amount............ 2.69% 2.79% 2.93% 2.59% 2.58% 2.64%
BALANCE SHEET DATA (AT
END OF PERIOD):
Cash.................... $ 19,778 $ 22,545 $ -- $ 26,400 $ 61,911 --
Total assets............ 60,687 67,444 -- 73,155 181,888 --
Total indebtedness...... 35,496 42,530 -- 46,741 113,006 --
Shareholder's equity.... 15,775 13,707 -- 13,201 36,623 --
- -------
(1) On June 30, 1994, MMH Transit Co. ("MMHT"), a Delaware corporation, was
formed principally by two private equity funds sponsored by WPG, through
the issuance of 15,000 shares of common stock at $1,010.67 per share. Total
consideration was $15.2 million. Pursuant to an Agreement and Plan of
Merger dated as of June 30, 1994 among MMHT, Bear Stearns Acquisition XII,
Inc. (the predecessor majority shareholder of Holdings) and Holdings,
Holdings and MMHT consummated a merger whereby MMHT acquired all of the
outstanding common stock and warrants of Holdings for $10.5 million. MMHT
was merged with and into Holdings, and the separate corporate existence of
MMHT ceased and Holdings was the surviving corporation in the merger. The
acquisition of Holdings on June 30, 1994 was accounted for under the
purchase method of accounting and, accordingly, the acquisition cost was
allocated to the fair value of net assets acquired. The cost of acquiring
Holdings has, in turn, been allocated to the Company and used to establish
a new accounting basis in the Company's financial statements. Approximately
$20.9 million, the acquisition cost in excess of the fair market value of
the net assets acquired, was recorded as goodwill. References to the
Successor refer to the Company for the periods subsequent to the
acquisition on June 30, 1994 and references to the Predecessor refer to the
Company for the periods prior to the acquisition on June 30, 1994. Prior to
the acquisition, the Company maintained a December 31 fiscal year.
Effective with the acquisition, the Company changed its fiscal year to June
30.
(2) In February 1992, the Company acquired certain assets of Almost-A-Banc,
Inc. for $1.8 million. The acquisition was accounted for under the purchase
method of accounting and, accordingly, the operating results of Almost-A-
Banc, Inc. are included from the date of acquisition.
(3) On September 29, 1994, the Company purchased substantially all of the
assets of the check cashing operations of a company operating under the
name "Check Mart, Inc." with 24 locations in Washington, Utah, California,
and New Mexico. Total consideration for the purchase was $7.8 million,
which was funded by borrowings under the Existing Credit Facility and a
$720,000 subordinated note payable. Results of operations and cash flows
for the period from September 30, 1994 to June 30, 1995 and for the year
ended June 30, 1996 are included in the Company's consolidated financial
statements. Approximately $6.7 million, the acquisition cost in excess of
the fair market value of the net assets acquired, was recorded as goodwill.
(4) On September 18, 1995, the Company purchased all of the outstanding stock
or certain assets of several entities which operate 19 check cashing stores
in California, Arizona, Ohio and Wisconsin and operate under the name
"Chex$Cashed." Total consideration for the purchase was $7.4 million, which
was funded through borrowings under the Existing Credit Facility.
Approximately $6.7 million, the excess of the purchase price over the fair
market value of identifiable net assets, was recorded as goodwill.
(5) On August 8, 1996, the Company purchased all of the outstanding common
stock of AnyKind Check Cashing Centers, Inc. which operates 63 check
cashing stores in seven states and the District of Columbia. Total
consideration for the purchase was $31.0 million plus initial working
capital of approximately $6.0 million. On August 28, 1996, the Company
acquired the assets associated with the operations of "ABC Check Cashing"
for $6.0 million in cash. ABC operates approximately 15 check cashing
centers within the Cleveland, Ohio area. The acquisitions were accounted
for under the purchase method of accounting. Approximately $36.5 million,
the acquisition cost in excess of the fair market value of the net assets
acquired, was recorded as goodwill. The acquisitions were funded through
borrowings under the Existing Credit Facility and issuance of Holdings
Common Stock.
(6) Assumes that the acquisitions of Chex$Cashed and the Acquisitions (see
"Prospectus Summary--The Acquisitions") occurred on July 1, 1995, and gives
pro forma effect to the consummation of the Offering (see the cover page of
this Prospectus) and the application of the estimated net proceeds
therefrom as if each had occurred on July 1, 1995.
(7) Assumes that the Acquisitions (see "Prospectus Summary--The Acquisitions")
occurred on July 1, 1995, and gives pro forma effect to the consummation of
the Offering (see the cover page of this Prospectus) and the application of
the net proceeds therefrom as if it had occurred on July 1, 1995. In
connection with the Offering, the Company wrote off deferred financing
costs of approximately $2.0 million (after tax) related to the Existing
Credit Facility.
(8) For purposes of the ratio of earnings to fixed charges, (i) earnings
include earnings before income taxes and fixed charges and (ii) fixed
charges consist of interest on all indebtedness, amortization of deferred
financing costs and that portion of rental expense (one-third) that the
Company believes to be representative of interest. The Company's earnings
were insufficient to cover fixed charges by $3.0 million and $788,000 for
the years ended December 31, 1991 and 1992, respectively, by $3.3 million
for the year ended June 30, 1996, by $2.5 million for the year ended June
30, 1996 on a pro forma basis, and by $4.2 million for the six months ended
December 31, 1995.
(9) Adjusted EBITDA is earnings before interest, taxes, depreciation,
amortization, and loss on store closings and sales. Adjusted EBITDA does
not represent cash flows as defined by generally accepted accounting
principles and does not necessarily indicate that cash flows are sufficient
to fund all of the Company's cash needs. Adjusted EBITDA should not be
considered in isolation or as a substitute for net income (loss), cash
flows from operating activities or other measures of liquidity determined
in accordance with generally accepted accounting principles. The Adjusted
EBITDA margin represents Adjusted EBITDA as a percentage of revenues.
Management believes that these ratios should be reviewed by prospective
investors because the Company uses them as one means of analyzing its
ability to service its debt, the Company's lenders use them for the purpose
of analyzing the Company's performance with respect to the New Revolving
Credit Facility and the Indenture and the Company understands that they are
used by certain investors as one measure of a company's historical ability
to service its debt. Not all companies calculate EBITDA in the same fashion
and therefore these ratios as presented may not be comparable to other
similarly titled measures of other companies.
12
RISK FACTORS
Prior to making an investment in the Notes offered hereby, prospective
purchasers should carefully consider all of the information contained in this
Prospectus and, in particular, should evaluate the following risk factors.
Certain statements in this Prospectus that are not factual constitute
"forward-looking statements." Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results of the Company to be materially different from results expressed or
implied by such forward-looking statements. Such risks, uncertainties and
other factors include, but are not limited to, the following:
RISK OF SUBSTANTIAL LEVERAGE; RISK OF INABILITY TO SERVICE OUTSTANDING
INDEBTEDNESS
The Company is highly leveraged. At December 31, 1996, the Company's total
Indebtedness (excluding trade payables and other accrued liabilities) was
$113.0 million and its total shareholder's equity was $36.6 million. The
Company's fixed charges in the year ended June 30, 1996, on a pro forma basis
after giving effect to the Acquisitions and the Offering, would have exceeded
its earnings in that year by $2.5 million. The fixed charges for the year
ended June 30, 1996, however, include a one time, pre-tax charge of
approximately $4.4 million associated with the sale and closure of 19 store
locations purchased in February 1995. Without giving effect to this charge,
pro forma earnings would have exceeded pro forma fixed charges for such year.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Year Ended June 30, 1996 Compared to the Year Ended June 30,
1995." The Company's operating results have been and will continue to be
affected by significant fixed charges related to its Indebtedness. The New
Revolving Credit Facility contains significant financial and operating
covenants, including, among other things, maintenance of certain financial
ratios and restrictions on the ability of the Company to incur Indebtedness,
make capital expenditures, create or permit liens, pay dividends or take
certain other corporate actions. In addition, a breach of certain covenants
under the New Revolving Credit Facility could result in the acceleration of
the Company's payment obligations thereunder. See "Capitalization," "Unaudited
Condensed Combined Pro Forma Financial Statements" and "Description of Certain
Other Indebtedness--New Revolving Credit Facility."
The Company's ability to make scheduled payments of the principal of, or to
pay the interest on, or to refinance, its Indebtedness (including the Notes)
will depend upon its future performance, which, to a certain extent, is
subject to general economic, financial, competitive, legislative, regulatory
and other factors beyond its control. Management believes that, based on
current levels of operations and anticipated improvements in operating
results, cash flows from operations and borrowings available under the New
Revolving Credit Facility will enable the Company to fund its liquidity and
capital expenditure requirements for the forseeable future, including
scheduled payments of interest on the Notes and payments of interest and
principal on the Company's other Indebtedness. There can be no assurance,
however, that the Company's business will generate sufficient cash flow from
operations or that future borrowings will be available under the New Revolving
Credit Facility in an amount sufficient to enable the Company to service its
Indebtedness, including the Notes, or to make anticipated capital
expenditures. It may be necessary for the Company to refinance all or a
portion of the principal of the Notes on or prior to maturity, under certain
circumstances, but there can be no assurance that the Company will be able to
effect such refinancing on commercially reasonable terms or at all. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."
The degree to which the Company is leveraged could have material adverse
effects on the Company and the holders of Notes, including, but not limited
to, the following: (i) the Company's ability to obtain additional financing in
the future for acquisitions, working capital, capital expenditures, general
corporate or other purposes may be impaired, (ii) a substantial portion of the
Company's cash flow from operations will be dedicated to debt service and
unavailable for other purposes, (iii) certain of the Company's borrowings may
be at variable rates of interest, which could result in higher interest
expense in the event of increases in interest rates and (iv) the Company is
subject to a variety of restrictive covenants, the failure to comply with
which could result in events of default that, if not cured or waived, could
restrict the Company's ability to make payments of principal of, and interest
on, the Notes. See "Description of Certain Other Indebtedness--New Revolving
Credit Facility" and "Description of Notes."
13
RISK OF PRIOR CLAIM OF SECURED INDEBTEDNESS
The Old Notes are, and the New Notes will be, general unsecured obligations
of the Company, rank senior in right of payment to all subordinated
Indebtedness of the Company and rank pari passu in right of payment with all
senior borrowings, including all borrowings under the New Revolving Credit
Facility. The Subsidiary Guarantees rank pari passu in right of payment with
all existing and future senior Indebtedness of the Guarantors, including the
obligations of the Guarantors under the New Revolving Credit Facility and any
successor credit facility. At December 31, 1996, the aggregate principal
amount of Indebtedness (excluding trade payables, other accrued liabilities
and the Notes) of the Company and its subsidiaries was approximately $3.0
million, none of which would have ranked effectively senior to the Notes. The
Indenture limits the ability of the Company and its subsidiaries to incur
additional Indebtedness. However, under certain circumstances, the Company and
its subsidiaries will be permitted to incur secured Indebtedness, including
Indebtedness under the New Revolving Credit Facility. The New Revolving Credit
Facility is secured by substantially all of the assets and property of the
Company, including the capital stock of the Company's subsidiaries. Although
the Notes constitute senior obligations of the Company, the holders of secured
Indebtedness would have a prior claim to the assets securing such
Indebtedness. In the event of any insolvency proceeding involving the Company,
the obligations of the Company under the Notes would be effectively
subordinated to any secured Indebtedness of the Company.
DEPENDENCE ON SUBSIDIARY CASH FLOW
The Company is a holding company that conducts substantially all of its
business operations through its subsidiaries. Consequently, the Company's
operating cash flow and its ability to service its Indebtedness, including the
Notes, is dependent upon the cash flow of its subsidiaries and the payment of
funds by such subsidiaries to the Company in the form of loans, dividends or
otherwise. The Company's subsidiaries are separate and distinct legal entities
apart from the Company and each domestic subsidiary has agreed to guarantee
payment of the Notes on a senior basis. However, the Company's current and
future Canadian subsidiaries, if any, will not be Guarantors. Pro forma for
the Acquisitions, approximately 10.3% and 11.6% of the Company's consolidated
revenues would have been attributable to the operations of its Canadian
subsidiaries for the year ended June 30, 1996 and for the six months ended
December 31, 1996, respectively. The Indenture contains financial and
restrictive covenants that limit the ability of the Company to, among other
things, borrow additional funds, dispose of assets or pay cash dividends. In
addition, the New Revolving Credit Facility is secured by substantially all of
the property, assets and capital stock of the Company's subsidiaries,
including the Guarantors. See "Description of Notes--Certain Covenants" and
"Description of Certain Other Indebtedness--New Revolving Credit Facility."
RECENT RAPID GROWTH; ABILITY TO IMPLEMENT AND MANAGE GROWTH STRATEGY
The Company's expansion strategy, which contemplates the acquisition of
existing check cashing store networks and the development of kiosks within
convenience store chains, is subject to significant risks. The Company's
continued growth is dependent upon a number of factors, including the ability
to hire, train and retain an adequate number of experienced management
employees, the availability of adequate financing for its expansion
activities, the ability to identify attractive acquisition candidates and
acquire such businesses on economically acceptable terms, the ability to
obtain any government permits and licenses that may be required, and other
factors, some of which are beyond the control of the Company. Expansion beyond
the geographic areas where the stores are presently located will increase
demands on the Company's management. There can be no assurance that future
acquisitions will not have a material adverse effect on the Company's
financial condition and results of operations, particularly in the fiscal
quarters immediately following the consummation of such transactions while the
operations of the acquired chains are being integrated into the Company's
operations. Any significant problems with integrating the new stores, or the
failure of the acquired chains to achieve anticipated performance levels,
could adversely affect the Company's results of operations and expansion
plans. In this regard, in February 1995, the Company acquired 19 stores, nine
of which were subsequently closed and ten of which were divested at a loss.
See "Management's Discussion and Analysis of Financial Condition and Results
14
of Operations--General--Results of Operations." In addition, there can be no
assurance that the Company will be successful in its effort to reach
agreements with convenience store chains which will enable the Company to
install kiosks in these locations or that such kiosks will be successful. See
"Business--Strategy" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources."
COMPETITION
The check cashing industry is highly fragmented and highly competitive. In
addition, the Company believes that the check cashing market will become more
competitive as the industry consolidates. In addition to other check cashing
stores in the U.S. and Canada, the Company competes with banks and other
financial services entities and retail businesses that cash checks, sell money
orders, provide money transfer services or offer other products and services
offered by the Company. Some of the Company's competitors have larger and more
established customer bases and substantially greater financial, marketing and
other resources than the Company. See "Business--Competition."
RISK OF TERMINATION OF GOVERNMENT CONTRACTS
The Company provides support and operating services for the distribution of
public assistance benefits through government contracts in several states. On
a historical basis, revenues from government services accounted for
approximately 37.6% and 23.0% of the Company's total revenues for the year
ended June 30, 1996 and six months ended December 31, 1996, respectively.
Generally, each of these government contracts is subject to termination by the
respective governmental agency upon anywhere from 30 days to 270 days' notice.
Termination of such government contracts or the failure of one or more such
governmental bodies to renew their contracts with the Company could have a
material adverse effect upon the Company's business. See "Business--Products
and Services--Retail Stores Division--Government Benefits Distribution."
RISK OF TECHNOLOGICAL OBSOLESCENCE
The Company derives the majority of its revenues from fees associated with
the cashing of payroll, government and personal checks. Recently, there has
been increasing penetration of electronic banking services into the check
cashing industry, including direct deposit of payroll checks and electronic
transfer of government benefits. To the extent that checks are replaced with
such electronic transfers, demand for the Company's services could decrease,
which could have a material adverse effect upon the Company's business,
financial condition and results of operations.
SEASONALITY
The Company's business is seasonal due to the impact of several tax-related
services, including cashing tax refund checks, making electronic tax filings
and processing applications for refund anticipation loans. Historically, the
Company has generally experienced its highest revenues and earnings during its
third fiscal quarter ending March 31 when revenues from these tax-related
services peak. Due to the seasonality of the Company's business, therefore,
results of operations for any fiscal quarter are not necessarily indicative of
the results that may be achieved for the full fiscal year. In addition to
seasonal fluctuations, quarterly results of operations depend significantly
upon the timing and amount of revenues and expenses associated with the
addition of new stores. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Seasonality."
GOVERNMENT REGULATION
The Company's business is subject to numerous state and certain federal laws
and regulations, including those governing consumer protection and lending
practices (such as truth in lending and usury laws), which are subject to
change. An adverse change in or interpretation of existing laws or
regulations, the promulgation of any new laws or regulations, or the failure
to comply with any of such laws and regulations could have an adverse effect
on the Company's business and its financial condition.
15
Check cashing fees are regulated at the state level, if at all. The Company
is currently subject to fee regulation in two states, Ohio and California,
where regulations set maximum fees for cashing various types of checks in an
attempt to prevent usurious pricing practices. Several other states into which
the Company may expand also impose maximum fees for check cashing. There are
currently no federal regulations governing check cashing fees.
In addition to the regulation of fees, the Company is also subject to state
prompt remittance statutes in California and Maryland which require the
reporting of certain currency transactions. Any additional regulations in
states in which the Company now operates or will operate in the future could
decrease the amount of time that the Company may hold funds collected from the
sale of money orders. Such regulation would have the effect of limiting the
number of days or "float" which the Company has use of the money from the sale
of such money orders, thereby increasing the Company's need for working
capital.
In Canada, the federal government does not directly regulate the check
cashing industry nor do provincial governments impose any regulations specific
to the industry. The exception is in the Province of Quebec, where check
cashing stores are not permitted to charge a fee to cash government checks.
The adoption of check cashing fee regulations and prompt remittance statutes
in additional jurisdictions or the reduction of maximum allowable fees in the
jurisdictions currently regulating check cashing could have a material adverse
effect on the Company's business and could restrict the ability of the Company
to expand its operations into certain states. As the Company develops new
products and services in the insurance and consumer finance areas, it may
become subject to additional federal and state regulations governing those
areas.
In addition, there can be no assurance that the Company will not be
materially adversely affected by legislation or regulations enacted in the
future or that amendments to existing regulations will not restrict the
ability of the Company to continue its current methods of operations or to
expand its operations. See "Business--Regulation."
INHERENT RISKS OF CASH BUSINESS
Since the Company's business requires it to maintain a significant supply of
cash in each of its stores, the Company is subject to the risk of cash
shortages resulting from employee errors and from theft. Although the Company
has implemented various programs to reduce these risks, has insurance coverage
for theft and provides security for its employees and facilities, there can be
no assurance that these risks will be eliminated. See "Business--Store
Operations--Security." For the year ended June 30, 1996 and the six months
ended December 31, 1996, cash shortages at the store level totaled 0.7% and
0.6% of revenues, respectively. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--General--Results of
Operations."
DEPENDENCE ON KEY PERSONNEL
The success of the Company's business is highly dependent upon the members
of the senior management of the Company. The loss of the services of one or
more of them could have a material adverse effect upon the Company's business
and development. The Company has employment agreements with Jeffrey Weiss, its
Chairman, Chief Executive Officer and President, and Donald Gayhardt, its
Executive Vice President and Chief Financial Officer. These agreements, which
continue until June 30, 1999, each have a non-competition provision which
extends for a period of two years in the case of Mr. Weiss and a period of one
year in the case of Mr. Gayhardt following termination of the respective
agreement. The Company's continued growth also will depend upon its ability to
attract and retain additional skilled management personnel. See "Management--
Employment Agreements."
16
RISK OF ADVERSE INTERESTS OF CONTROL PERSONS
As of December 31, 1996, approximately 58.3% of Holdings Common Stock was
beneficially owned by affiliates of WPG. The holders of a majority of Holdings
Common Stock can, indirectly, elect all of the directors of the Company and
approve or disapprove certain fundamental corporate transactions, including
mergers and the sale of substantially all of the Company's assets. By reason
of such stock ownership, WPG may have interests which could be in conflict
with the holders of the Notes. In addition, pursuant to a Shareholders
Agreement entered into on August 8, 1996, certain of Holdings' shareholders
have veto rights over significant corporate transactions. See "Management" and
"Certain Relationships and Related Transactions--Shareholders Agreement."
RISK OF CHANGE OF CONTROL
The Indenture provides that, upon the occurrence of any Change of Control,
the Company will be required to make a Change of Control Offer (as defined) to
purchase all of the Notes issued and then outstanding under the Indenture at a
purchase price equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date of purchase. The New Revolving Credit
Facility prohibits the Company from purchasing any Notes prior to their stated
maturity and also will provide that certain Change of Control events would
constitute a default thereunder. In addition, any future credit or other
borrowing agreements may contain similar restrictions. Finally, the Company's
ability to pay cash to the holders of Notes upon a repurchase may be limited
by the Company's then existing financial resources. See "Description of
Certain Other Indebtedness--New Revolving Credit Facility" and "Description of
Notes--Repurchase at the Option of Holders--Change of Control."
If a Change of Control were to occur, it is unlikely that the Company would
be able to both repay all of its obligations under the New Revolving Credit
Facility and repay other Indebtedness that would become payable upon the
occurrence of such Change of Control, unless it could obtain alternate
financing. There can be no assurance that the Company would be able to obtain
any such financing on commercially reasonable terms or at all, and
consequently no assurance can be given that the Company would be able to
purchase any of the Notes tendered pursuant to a Change of Control Offer. The
Company will comply with the requirements of Rules 13e-4 and 14e-1 under the
Exchange Act and any other securities law and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control, and the Company
will not be in violation of the Indenture by reason of any act required by
such rule or other applicable law.
FRAUDULENT CONVEYANCE; POSSIBLE INVALIDITY OF SUBSIDIARY GUARANTEES
Under applicable provisions of the United States Bankruptcy Code or
comparable provisions of state fraudulent transfer or conveyance laws, if the
Company, at the time it issues the Notes, or any one of the Guarantors, at the
time it issues its Subsidiary Guarantee, (a) incurs such Indebtedness with the
intent to hinder, delay or defraud creditors, or (b)(i) receives less than
reasonably equivalent value or fair consideration for incurring such
Indebtedness and (ii)(A) is insolvent at the time of the incurrence, (B) is
rendered insolvent by reason of such incurrence (after the application of the
proceeds of the Offering), (C) is engaged or is about to engage in a business
or transaction for which the assets that will remain with the Company or such
Guarantor constitute unreasonably small capital to carry on its business, or
(D) intends to incur, or believes that it will incur, debts beyond its ability
to pay such debts as they mature, then, in each such case, a court of
competent jurisdiction could avoid, in whole or in part, the Notes or such
Subsidiary Guarantee. The measure of insolvency for purposes of the foregoing
will vary depending upon the law applied in such case. Generally, however, the
Company or any Guarantor would be considered insolvent if the sum of its
debts, including contingent liabilities, was greater than all of its assets at
fair valuation or if the present fair saleable value of its assets was less
than the amount that would be required to pay the probable liability on its
existing debts, including contingent liabilities, as they become absolute and
matured.
17
To the extent any Subsidiary Guarantee were to be avoided as a fraudulent
conveyance or held unenforceable for any other reason, holders of the Notes
would cease to have any claim in respect of such Guarantor and would be
creditors solely of the Company and any Guarantor whose Subsidiary Guarantee
was not avoided or held unenforceable. In such event, the claims of the
holders of the Notes against the issuer of an invalid Subsidiary Guarantee
would be subject to the prior payment of all other liabilities of such
Guarantor. There can be no assurance that, after providing for all prior
claims, there would be sufficient assets to satisfy the claims of the holders
of the Notes relating to any avoided Subsidiary Guarantee.
Based upon financial and other information currently available to it, the
Company believes that, for purposes of the United States Bankruptcy Code and
state fraudulent transfer or conveyance laws, (a) the Notes and the Subsidiary
Guarantees are being issued without the intent to hinder, delay or defraud
creditors and for proper purposes and in good faith, (b) the Company and the
Guarantors have received reasonably equivalent value or fair consideration for
incurring such Indebtedness and (c) the Company and the Guarantors, after the
issuance of the Notes and the Subsidiary Guarantees and the application of the
net proceeds of the Notes, will be solvent, will have sufficient capital for
carrying on their respective businesses and will be able to pay their
respective debts as they mature. There can be no assurance, however, that a
court passing on such questions would agree with the Company's view. See "--
Substantial Leverage; Ability to Service Outstanding Indebtedness,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Description of Notes" and "Description of Certain Other
Indebtedness--New Revolving Credit Facility."
LACK OF PUBLIC MARKET
The New Notes are being offered to the Holders of the Old Notes. The Old
Notes constitute a new class of securities with no established trading market.
The Old Notes are eligible for trading in the Private Offerings, Resales and
Trading through Automated Linkages ("PORTAL") market. To the extent that Old
Notes are tendered and accepted in the Exchange Offer, the trading market for
the remaining untendered Old Notes could be adversely affected. There is no
existing trading market for the New Notes, and there can be no assurance
regarding the future development of a market for the New Notes, or the ability
of Holders of the New Notes to sell their New Notes or the price at which such
Holders may be able to sell their New Notes. If such a market were to develop,
the New Notes could trade at prices that may be higher or lower than their
principal amount or purchase price, depending on many factors, including
prevailing interest rates, the Company's operating results and the market for
similar securities. Each Initial Purchaser has advised the Company that it
currently intends to make a market in the New Notes. The Initial Purchasers
are not obligated to do so, however, and any market-making with respect to the
New Notes may be discontinued at any time without notice. Therefore, there can
be no assurance as to the liquidity of any trading market for the New Notes or
that an active public market for the New Notes will develop. The Company does
not intend to apply for listing or quotation of the New Notes on any
securities exchange or stock market.
Historically, the market for noninvestment grade debt has been subject to
disruptions that have caused substantial volatility in the prices of such
securities. There can be no assurance that the market for the New Notes will
not be subject to similar disruptions. Any such disruptions may have an
adverse effect on Holders of the New Notes.
CONSEQUENCES OF FAILURE TO EXCHANGE OLD NOTES
Holders of Old Notes who do not exchange their Old Notes for New Notes
pursuant to the Exchange Offer will continue to be subject to the provisions
in the Indenture regarding transfer and exchange of the Old Notes and the
restrictions on transfer of such Old Notes as set forth in the legend thereon
as a consequence of the issuance of the Old Notes pursuant to exemptions from,
or in transactions not subject to, the registration requirements of the
Securities Act and applicable state securities laws. In general, the Old Notes
may not be offered or sold, unless registered under the Securities Act and
applicable state securities laws. The Company does not currently anticipate
that it will register Old Notes under the Securities Act. See "Description of
the Notes--Exchange Offer; Registration Rights." Based on interpretations by
the staff of the SEC, as set forth in
18
no-action letters issued to third parties, the Company believes that New Notes
issued pursuant to the Exchange Offer in exchange for Old Notes may be offered
for resale, resold or otherwise transferred by holders thereof (other than any
such holder which is an "affiliate" of the Company within the meaning of Rule
405 under the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such New
Notes are acquired in the ordinary course or such holders' business and such
holders, other than broker-dealers, have no arrangement or understanding with
any person to participate in the distribution of such New Notes. However, the
SEC has not considered the Exchange Offer in the context of a no-action letter
and there can be no assurance that the staff of the SEC would make a similar
determination with respect to the Exchange Offer as in such other
circumstances. Each Holder, other than a broker-dealer, must acknowledge that
it is not engaged in, and does not intend to engage in, a distribution of such
New Notes and has no arrangement or understanding to participate in a
distribution of New Notes. If any Holder is an affiliate of the Company or is
engaged in or intends to engage in or has any arrangement or understanding
with respect to the distribution of the New Notes to be acquired pursuant to
the Exchange Offer, such Holder (i) may not rely on the applicable
interpretations of the staff of the SEC and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. Each broker-dealer that receives New
Notes for its own account in exchange for Old Notes pursuant to the Exchange
Offer must acknowledge that such Old Notes were acquired by such broker-dealer
as a result of market-making activities or other trading activities and that
it will deliver a prospectus in connection with any resale of such New Notes.
The Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-
dealer in connection with resales of New Notes received in exchange for Old
Notes where such Old Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date, it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution." In addition, to comply with the securities
laws of certain jurisdictions, if applicable, the New Notes may not be offered
or sold unless they have been registered or qualified for sale in such
jurisdictions or an exemption from registration or qualification is available
and is complied with. The Company has agreed, pursuant to the Registration
Rights Agreement, subject to certain limitations specified therein, to
register or qualify the New Notes for offer or sale under the securities laws
of such jurisdiction as any holder reasonably requests in writing. Unless a
holder so requests, the Company does not currently intend to register or
qualify the sale of the New Notes in any such jurisdictions. See "The Exchange
Offer."
19
CAPITALIZATION
The following table sets forth the consolidated capitalization of the Company
as of December 31, 1996. This table should be read in conjunction with the
consolidated financial statements of the Company and the notes thereto included
elsewhere in this Prospectus.
DECEMBER 31, 1996
-------------------
(DOLLARS IN THOUSANDS)
Total Indebtedness (including current portion):
New Revolving Credit Facility................... $ --
10 7/8% Senior Notes due 2006 .................. 110,000
Other........................................... 3,006
--------
Total Indebtedness............................ 113,006
--------
Shareholder's Equity.............................. 36,623
--------
Total Capitalization.......................... $149,629
========
20
SELECTED HISTORICAL FINANCIAL DATA
The selected consolidated historical financial information below should be
read in conjunction with the consolidated financial statements and notes
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere in this Prospectus. The balance
sheet and statement of operations data of the Company as of and for the years
ended December 31, 1991, 1992, 1993 and as of and for the six months ended
June 30, 1994 (the "Predecessor") and as of and for the years ended June 30,
1995 and 1996 (the "Successor") have been derived from historical consolidated
financial statements of the Company audited by Ernst & Young LLP, independent
auditors. The selected consolidated operating data and other data presented
below for the six months ended June 30, 1993 and for the six month periods
ended December 31, 1995 and 1996, and the consolidated balance sheet data
presented below as of December 31, 1996 have been derived from the unaudited
consolidated financial statements of the Company and its subsidiaries included
elsewhere herein. In the opinion of management, the unaudited consolidated
financial statements for the interim periods include all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation of
the results for such periods. The results of operations for the six months
ended December 31, 1996 are not necessarily indicative of the results to be
expected for the full fiscal year.
PREDECESSOR COMPANY(1)
--------------------------------------------------------------------
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------------- --------------------------
1991 1992(2) 1993 1993 1994
------------ ------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS, EXCEPT CHECK CASHING DATA)
STATEMENT OF OPERATIONS
DATA:
Revenues:
Revenues from check
cashing............... $ 5,855 $ 7,922 $ 8,538 $ 4,338 $ 4,496
Revenues from
government services... 10,857 13,662 16,689 8,265 8,537
Other revenues......... 2,407 3,821 3,507 1,770 1,643
------------ ------------ ------------ ------------ ------------
Total revenues.......... 19,119 25,405 28,734 14,373 14,676
Store and regional
expenses:
Salaries and benefits.. 6,150 7,811 8,354 4,242 4,266
Occupancy.............. 1,796 2,504 2,578 1,317 1,313
Depreciation........... 809 1,140 1,102 579 483
Other.................. 5,418 7,347 8,139 4,000 4,132
------------ ------------ ------------ ------------ ------------
Total store and regional
expenses............... 14,173 18,802 20,173 10,138 10,194
Corporate expenses...... 2,067 3,133 4,414 2,358 2,321
Loss (gain) on store
closings and sales..... 171 283 110 -- 36
Other depreciation and
amortization........... 1,763 2,231 1,183 752 319
Recapitalization costs.. 1,432 -- -- -- --
Interest expense........ 2,554 1,744 1,597 847 721
------------ ------------ ------------ ------------ ------------
Income (loss) before
taxes and extraordinary
item................... (3,041) (788) 1,257 278 1,085
Income tax provision
(benefit).............. 33 172 205 78 174
------------ ------------ ------------ ------------ ------------
Income (loss) before
extraordinary item..... (3,074) (960) 1,052 200 911
Extraordinary loss on
debt extinguishment
(net of income tax
benefit of $1,042)..... -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net income (loss)....... $ (3,074) $ (960) $ 1,052 $ 200 $ 911
============ ============ ============ ============ ============
Ratio of earnings to
fixed charges(6)....... -- -- 1.6x 1.2x 2.0x
OPERATING AND OTHER
DATA:
Adjusted EBITDA(7)...... $ 2,256 $ 4,610 $ 5,249 $ 2,456 $ 2,644
Adjusted EBITDA
margin(7).............. 11.8% 18.1% 18.3% 17.1% 18.0%
Net cash provided (used)
by:
Operating activities... 2,091 2,061 2,617 (429) 1,612
Investing activities... (2,397) (3,655) (622) (382) (756)
Financing activities... 983 2,892 (1,401) (653) (807)
Stores in operation at
end of period.......... 85 107 108 108 109
CHECK CASHING DATA:
Face amount of checks
cashed................. $231,173,000 $267,009,000 $307,523,000 $157,219,000 $160,681,000
Number of checks
cashed................. 933,610 1,202,454 1,307,768 648,549 662,855
Average face amount per
check cashed........... $ 247.61 $ 222.05 $ 235.15 $ 242.42 $ 242.41
Average fee per check... $ 6.27 $ 6.59 $ 6.53 $ 6.69 $ 6.78
Average fee as a % of
face amount............ 2.53% 2.97% 2.78% 2.76% 2.80%
BALANCE SHEET DATA (AT
END OF PERIOD):
Cash.................... $ 9,082 $ 10,380 $ 10,974 $ 8,916 $ 11,023
Total assets............ 31,523 29,379 29,681 28,013 28,607
Total indebtedness...... 17,073 16,969 16,639 16,634 15,832
Shareholder's equity.... 7,380 5,974 5,708 6,238 6,309
21
SUCCESSOR COMPANY(1)
------------------------------------------------------
SIX MONTHS
ENDED
YEAR ENDED JUNE 30, DECEMBER 31,
-------------------------- --------------------------
1995(3) 1996(4) 1995(4) 1996(5)
------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS, EXCEPT CHECK CASHING DATA)
STATEMENT OF OPERATIONS
DATA:
Revenues:
Revenues from check
cashing............... $ 13,747 $ 20,290 $ 9,466 $ 19,710
Revenues from
government services... 16,966 15,936 8,053 7,551
Other revenues......... 4,121 6,204 2,984 5,639
------------ ------------ ------------ ------------
Total revenues.......... 34,834 42,430 20,503 32,900
Store and regional
expenses:
Salaries and benefits.. 11,042 13,975 6,758 11,174
Occupancy.............. 3,122 4,031 2,001 3,317
Depreciation........... 894 893 490 570
Other.................. 9,577 11,709 5,816 8,542
------------ ------------ ------------ ------------
Total store and regional
expenses............... 24,635 30,608 15,065 23,603
Corporate expenses...... 4,414 5,360 2,598 3,023
Loss (gain) on store
closings and sales..... 93 4,501 4,455 7
Other depreciation and
amortization........... 1,630 1,858 933 1,590
Recapitalization costs.. -- -- -- --
Interest expense........ 2,480 3,385 1,676 3,712
------------ ------------ ------------ ------------
Income (loss) before
taxes and extraordinary
item................... 1,582 (3,282) (4,224) 965
Income tax provision
(benefit).............. 1,022 (1,214) (1,650) 617
------------ ------------ ------------ ------------
Income (loss) before
extraordinary item..... 560 (2,068) (2,574) 348
Extraordinary loss on
debt extinguishment
(net of income tax
benefit of $1,042)..... -- -- -- (2,023)
------------ ------------ ------------ ------------
Net income (loss)....... $ 560 $ (2,068) $ (2,574) $ (1,675)
============ ============ ============ ============
Ratio of earnings to
fixed charges(6)....... 1.5x -- -- 1.2x
OPERATING AND OTHER
DATA:
Adjusted EBITDA(7)...... $ 6,679 $ 7,355 $ 3,330 $ 6,844
Adjusted EBITDA
margin(7).............. 19.2% 17.3% 16.2% 20.8%
Net cash provided (used)
by:
Operating activities... 4,350 3,669 2,714 6,731
Investing activities... (9,615) (8,146) (7,271) (54,822)
Financing activities... 11,081 7,244 11,179 87,554
Stores in operation at
end of period.......... 150 154 146 427
CHECK CASHING DATA:
Face amount of checks
cashed................. $510,771,000 $728,123,000 $366,000,000 $764,000,000
Number of checks
cashed................. 2,132,006 3,051,037 $ 1,523,000 2,721,000
Average face amount per
check cashed........... $ 239.57 $ 238.65 $ 240.32 $ 280.78
Average fee per check... $ 6.45 $ 6.65 $ 6.22 $ 7.24
Average fee as a % of
face amount............ 2.69% 2.79% 2.59% 2.58%
BALANCE SHEET DATA (AT
END OF PERIOD):
Cash.................... $ 19,778 $ 22,545 $ 26,400 $ 61,911
Total assets............ 60,687 67,444 73,155 181,888
Total indebtedness...... 35,496 42,530 46,741 113,006
Shareholder's equity.... 15,775 13,707 13,201 36,623
22
- --------
(1) On June 30, 1994, MMHT, a Delaware corporation, was formed principally by
two private equity funds sponsored by WPG, through the issuance of 15,000
shares of common stock at $1,010.67 per share. Total consideration was
$15.2 million. Pursuant to an Agreement and Plan of Merger dated as of
June 30, 1994 among MMHT, Bear Stearns Acquisition XII, Inc. (the
predecessor majority shareholder of Holdings) and Holdings, Holdings and
MMHT consummated a merger whereby MMHT acquired all of the outstanding
common stock and warrants of Holdings for $10.5 million. MMHT was merged
with and into Holdings and the separate corporate existence of MMHT ceased
and Holdings was the surviving corporation in the merger. The acquisition
of Holdings on June 30, 1994 was accounted for under the purchase method
of accounting and, accordingly, the acquisition cost was allocated to the
fair value of net assets acquired. The cost of acquiring Holdings has, in
turn, been allocated to the Company and used to establish a new accounting
basis in the Company's financial statements. Approximately $20.9 million,
the acquisition cost in excess of the fair market value of the net assets
acquired, was recorded as goodwill. References to the Successor refer to
the Company for the periods subsequent to the acquisition on June 30, 1994
and references to the Predecessor refer to the Company for the periods
prior to the acquisition on June 30, 1994. Prior to the acquisition, the
Company maintained a December 31 fiscal year. Effective with the
acquisition, the Company changed its fiscal year to June 30.
(2) In February 1992, the Company acquired certain assets of Almost-A-Banc,
Inc. for $1.8 million. The acquisition was accounted for under the
purchase method of accounting and, accordingly, the operating results of
Almost-A-Banc, Inc. are included from the date of acquisition.
(3) On September 29, 1994, the Company purchased substantially all of the
assets of the check cashing operations of a company operating under the
name "Check Mart, Inc." with 24 locations in Washington, Utah, California,
and New Mexico. Total consideration for the purchase was $7.8 million,
which was funded by borrowings under the Existing Credit Facility and a
$720,000 subordinated note payable. Results of operations and cash flows
for the period from September 30, 1994 to June 30, 1995 and for the year
ended June 30, 1996 are included in the Company's consolidated financial
statements. Approximately $6.7 million, the acquisition cost in excess of
the fair market value of the net assets acquired, was recorded as
goodwill.
(4) On September 18, 1995, the Company purchased all of the outstanding stock
or certain assets of several entities which operate 19 check cashing
stores in California, Arizona, Ohio and Wisconsin and operate under the
name "Chex$Cashed." Total consideration for the purchase was $7.4 million,
which was funded through borrowings under the Existing Credit Facility.
Approximately $6.7 million, the excess of the purchase price over the fair
market value of identifiable net assets, was recorded as goodwill.
(5) On August 8, 1996, the Company purchased all of the outstanding common
stock of AnyKind Check Cashing Centers, Inc. which operates 63 check
cashing stores in seven states and the District of Columbia. Total
consideration for the purchase was $31.0 million plus initial working
capital of approximately $6.0 million. On August 28, 1996, the Company
acquired the assets associated with the operations of "ABC Check Cashing"
for $6.0 million in cash. ABC operates approximately 15 check cashing
centers within the Cleveland, Ohio area. The acquisitions were accounted
for under the purchase method of accounting. Approximately $36.5 million,
the acquisition cost in excess of the fair market value of the net assets
acquired, was recorded as goodwill. The acquisitions were funded through
borrowings under the Existing Credit Facility and issuance of Holdings
Common Stock.
(6) For purposes of the ratio of earnings to fixed charges, (i) earnings
include earnings before income taxes and fixed charges and (ii) fixed
charges consist of interest on all indebtedness, amortization of deferred
financing costs and that portion of rental expense (one-third) that the
Company believes to be representative of interest. The Company's earnings
were insufficient to cover fixed charges by $3.0 million and $788,000 for
the years ended December 31, 1991 and 1992, respectively, by $3.3 million
for the year ended June 30, 1996, and by $4.2 million for the six months
ended December 31, 1995.
(7) Adjusted EBITDA is earnings before interest, taxes, depreciation,
amortization, and loss on store closings and sales. Adjusted EBITDA does
not represent cash flows as defined by generally accepted accounting
principles and does not necessarily indicate that cash flows are
sufficient to fund all of the Company's cash needs. Adjusted EBITDA should
not be considered in isolation or as a substitute for net income (loss),
cash flows from operating activities or other measures of liquidity
determined in accordance with generally accepted accounting principles.
The Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of
revenues. Management believes that these ratios should be reviewed by
prospective investors because the Company uses them as one means of
analyzing its ability to service its debt, the Company's lenders use them
for the purpose of analyzing the Company's performance with respect to the
New Revolving Credit Facility and the Indenture and the Company
understands that they are used by certain investors as one measure of a
company's historical ability to service its debt. Not all companies
calculate EBITDA in the same fashion and therefore these ratios as
presented may not be comparable to other similarly titled measures of
other companies.
23
UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL DATA
The unaudited condensed combined pro forma statements of income for the
fiscal year ended June 30, 1996 and for the six months ended December 31, 1996
set forth herein give effect to the Acquisitions as if the Acquisitions and
the acquisition of Chex$Cashed (acquired in September 1995) had occurred as of
July 1, 1995. The unaudited condensed combined pro forma statements of income
also give effect to the use of the net proceeds of $105.7 million from the
Offering and the net proceeds of $21.7 million from the Equity Transaction as
if such transactions had occurred on July 1, 1995. For a description of the
Acquisitions and the Equity Transaction, see "Prospectus Summary--The
Acquisitions." For a description of the Offering, see the cover page of this
Prospectus. See notes to the unaudited condensed combined pro forma financial
statements for further explanation of these transactions.
The unaudited condensed combined pro forma financial statements are not
necessarily indicative of what the Company's results of operations and balance
sheet would have been had the Acquisitions, the Equity Transaction and the
Offering been consummated at the indicated dates, nor are they necessarily
indicative of the Company's results of operations and balance sheet for any
future period. The unaudited condensed combined pro forma financial statements
should be read in conjunction with the consolidated financial statements and
related notes thereto included elsewhere in this Prospectus.
24
UNAUDITED CONDENSED COMBINED PRO FORMA INCOME
STATEMENT AND OTHER OPERATING DATA FOR THE
FISCAL YEAR ENDED JUNE 30, 1996
(DOLLARS IN THOUSANDS)
HISTORICAL(A)
-----------------------------------------------------------------
ADJUSTMENTS
FOR
ACQUISITIONS,
EQUITY PRO
TRANSACTION FORMA
MONEY AND THE AS
DFG CHEX$CASHED ANYKIND ABC MART(C) CASH-N-DASH C&C OFFERING ADJUSTED
------- ----------- ------- ------ ------- ----------- ------ ------------- --------
STATEMENT OF
OPERATIONS DATA:
Revenues......... $42,430 $1,269 $22,748 $4,807 $9,413 $6,232 $4,831 $ -- $91,730
Store and
regional
expenses:
Salaries and
benefits....... 13,975 441 6,757 1,564 2,233 1,837 1,882 -- 28,689
Occupancy....... 4,031 160 2,602 620 737 811 699 -- 9,660
Depreciation.... 893 12 201 156 295 129 196 -- 1,882
Other........... 11,709 229 5,624 1,072 2,243 1,119 1,219 -- 23,215
------- ------ ------- ------ ------ ------ ------ ------- -------
Total store and
regional
expenses........ 30,608 842 15,184 3,412 5,508 3,896 3,996 -- 63,446
Corporate
expenses........ 5,360 544 4,827 1,141 3,573 839 910 (8,429)(d) 8,765
Loss on store
closings and
sales........... 4,501(a) -- -- 3 -- -- -- -- 4,504
Other
depreciation and
amortization.... 1,858 1 7 34 68 57 21 2,675 (e) 4,721
Interest ex-
pense........... 3,385 27 509 129 174 83 53 8,430 (f) 12,790
------- ------ ------- ------ ------ ------ ------ ------- -------
Income (loss)
before income
taxes........... (3,282) (145) 2,221 88 90 1,357 (149) (2,676) (2,496)
Income tax
(benefit)
provision ...... (1,214)(g) (40) 639 2 18 26 (6) 349 (h) (226)
------- ------ ------- ------ ------ ------ ------ ------- -------
Net income
(loss).......... $(2,068) $ (105) $ 1,582 $ 86 $ 72 $1,331 $ (143) $(3,025) $(2,270)
======= ====== ======= ====== ====== ====== ====== ======= =======
Pro forma ratio
of earnings to
fixed
charges(i)...... --
Pro forma
Adjusted
EBITDA.......... $21,401
Pro forma ratio
of Adjusted
EBITDA to cash
interest
expense......... 1.73x
STATEMENT OF
OPERATIONS DATA:
Revenues.........
Store and
regional
expenses:
Salaries and
benefits.......
Occupancy.......
Depreciation....
Other...........
Total store and
regional
expenses........
Corporate
expenses........
Loss on store
closings and
sales...........
Other
depreciation and
amortization....
Interest ex-
pense...........
Income (loss)
before income
taxes...........
Income tax
(benefit)
provision ......
Net income
(loss)..........
Pro forma ratio
of earnings to
fixed
charges(i)......
Pro forma
Adjusted
EBITDA..........
Pro forma ratio
of Adjusted
EBITDA to cash
interest
expense.........
25
UNAUDITED CONDENSED COMBINED PRO FORMA INCOME
STATEMENT AND OTHER OPERATING DATA FOR THE
SIX MONTHS ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)
HISTORICAL(B) ADJUSTMENTS
----------------------------------------------------- FOR
ACQUISITIONS, PRO
MONEY AND THE FORMA AS
DFG ANYKIND ABC MART(C) CASH-N-DASH C&C OFFERING ADJUSTED
------- ------- ---- ------- ----------- ------ ------------- --------
STATEMENT OF
OPERATIONS DATA:
Revenues................ $32,900 $ 2,571 $727 $3,840 $2,170 $2,126 $ -- $44,334
Store and regional
expenses: --
Salaries and benefits.. 11,174 518 (j) 237 873 716 816 -- 14,334
Occupancy.............. 3,317 291 99 327 314 288 -- 4,636
Depreciation........... 570 36 25 111 32 55 -- 829
Other.................. 8,542 722 190 722 343 418 -- 10,937
------- ------- ---- ------ ------ ------ ------ -------
Total store and regional
expenses............... 23,603 1,567 551 2,033 1,405 1,577 -- 30,736
Corporate expenses...... 3,023 2,032 182 1,711 337 493 (3,392)(d) 4,386
Gain on store closings
and sales.............. 7 -- -- -- -- -- -- 7
Other depreciation and
amortization........... 1,590 1 4 26 57 11 614 (e) 2,303
Interest expense........ 3,712 8 5 47 29 18 2,576 (f) 6,395
------- ------- ---- ------ ------ ------ ------ -------
Income (loss) before
income taxes and
extraordinary item..... 965 (1,037) (15) 23 342 27 202 507
Income tax provision.... 617 6 -- -- 5 1 17 (h) 646
------- ------- ---- ------ ------ ------ ------ -------
Income (loss) before ex-
traordinary item....... 348 (1,043) (15) 23 337 26 185 (139)
Extraordinary loss on
debt extinguishment
(net of income tax
benefit of $1,042)..... (2,023) -- -- -- -- -- -- (2,023)
------- ------- ---- ------ ------ ------ ------ -------
Net income (loss)....... $(1,675) $(1,043) $(15) $ 23 $ 337 $ 26 $ 185 $(2,162)
======= ======= ==== ====== ====== ====== ====== =======
Pro forma ratio of earn-
ings to fixed charges.. 1.1x
Pro forma Adjusted
EBITDA................. $10,041
Pro forma ratio of
Adjusted EBITDA to cash
interest
expense................ 1.62x
26
NOTES TO UNAUDITED CONDENSED COMBINED
PRO FORMA FINANCIAL DATA
ACQUISITIONS
As indicated below, the Company has made the following acquisitions since
July 1995:
DATE OF PURCHASE
BUSINESS PURCHASE PRICE
-------- -------- -------------
Chex$Cashed........................................... 9/95 $ 7.4 million
AnyKind .............................................. 8/96 31.0 million
ABC .................................................. 8/96 6.0 million
Money Mart ........................................... 11/96 17.7 million
Cash-N-Dash .......................................... 11/96 7.3 million
C&C................................................... 11/96 3.8 million
The acquisitions of AnyKind and ABC were funded in part through the Equity
Transaction, the issuance of $2.0 million of Holdings Common Stock to the
selling shareholders of AnyKind and additional borrowings of $35.0 million
under the Existing Credit Facility.
The aforementioned purchase prices for Cash-N-Dash and C&C include
contingent payments to the sellers of up to $750,000 payable over four years
for Cash-N-Dash and up to $300,000 payable over three years for C&C based on
future revenues of the Company.
The acquisitions of ABC and Cash-N-Dash were made through the acquisition of
assets and the assumption of certain liabilities, while the acquisitions of
Chex$Cashed, AnyKind, Money Mart and C&C were made through the purchase of
substantially all of the outstanding common stock of each company. Each
acquisition was accounted for under the purchase method of accounting.
The pro forma results of operations adjustments for the year ended June 30,
1996 and for the six months ended December 31, 1996 are those necessary to
reflect the Company's net income as if the Acquisitions, the Equity
Transaction and the Offering had taken place as of July 1, 1995.
The pro forma adjustments are based upon available information and upon
certain assumptions that the Company believes are reasonable. The unaudited
pro forma financial statement data are provided for informational purposes
only and do not purport to be indicative of the Company's results of
operations that would actually have been obtained had such acquisitions been
completed as of July 1, 1995, or that may be obtained in the future. They
should be read in conjunction with the audited historical consolidated
financial statements and related notes thereto of the Company, AnyKind, Money
Mart and Cash-N-Dash and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this Prospectus.
OFFERING
The Company has implemented a financing plan which included the Offering
with gross proceeds of $110.0 million and the establishment of the New
Revolving Credit Facility, which provides the Company with up to $25.0 million
of availability. The proceeds of the Offering, together with borrowings under
the New Revolving Credit Facility, were used to repay all outstanding
Indebtedness of $65.3 million under the Existing Credit Facility, to fund the
cash purchase price, including initial working capital and fees and expenses,
of the Money Mart, Cash-N-Dash and C&C acquisitions of $28.8 million, and to
pay related fees and expenses of the Offering of $4.3 million. The repayment
of all of the Company's existing Indebtedness under the Existing Credit
Facility resulted in an extraordinary loss, net of taxes, in the six months
ended December 31, 1996 of approximately $2.0 million.
27
NOTES
(a) Represents (i) the historical consolidated statement of income of the
Company, (ii) the historical results of operations of Chex$Cashed for the
period from July 1, 1995 to September 18, 1995 (date of acquisition) and
(iii) the historical consolidated statements of income of AnyKind, ABC,
Money Mart, Cash-N-Dash and C&C, respectively, for the twelve months ended
June 30, 1996. The historical results of operations of the Company for the
year ended June 30, 1996 include a pretax charge of approximately
$4,400,000 associated with the sale and closure of 19 store locations
purchased in February 1995. The charge includes $3,300,00 for the write-
off of the goodwill associated with the original acquisition of these
stores, $600,000 for the write-off of store fixtures and equipment,
$350,000 for the early termination of store leases, and $150,000 for the
accrual for other costs related to closing these store locations. Included
in the accompanying historical results of operations of the Company are
revenues of $1,470,000, store expenses of $2,352,000, and amortization
expense of $56,000 related to these stores.
(b) Represents (i) the historical consolidated statement of income of the
Company for the six months ended December 31, 1996, (ii) the historical
results of operations of AnyKind for the period from July 1, 1996 to
August 8, 1996 (date of acquisition), (iii) the historical results of
operations of ABC for the period from July 1, 1996 to August 28, 1996
(date of acquisition) and (iv) the historical results of operations of
Money Mart and Cash-N-Dash for the period from July 1, 1996 to November
15, 1996 (date of acquisitions) and (v) the historical results of
operations of C&C for the period from July 1, 1996 to November 21, 1996
(date of acquisition).
(c) Pro forma financial information of non-guarantor subsidiary;
As discussed in this Prospectus, the Company's payment obligations under
the Notes and the New Revolving Credit Facility are jointly and severally
guaranteed by each of the Company's current and future domestic
subsidiaries. The accompanying unaudited condensed combined pro forma
financial statements include the pro forma statements of income and balance
sheet for Money Mart, a non-guarantor Canadian subsidiary.
The following represents condensed pro forma results of operations for
Money Mart, a non-guarantor subsidiary (dollars in thousands):
YEAR ENDED SIX MONTHS ENDED
JUNE 30, 1996 DECEMBER 31, 1996
------------- -----------------
Revenues.............. $9,400 $5,100
Store and regional
expenses............. 5,500 2,800
Corporate and other
expenses............. 2,300 1,100
------ ------
Pre-tax income........ $1,600 $1,200
====== ======
As of December 31, 1996, total assets for Money Mart were $23.7 million,
which include $17.0 million of intangible assets (goodwill).
The pro forma corporate and other expense amounts of Money Mart of $2.3
million and $1.1 million for the year ended June 30, 1996 and the six
months ended December 31, 1996, respectively, include a reduction in the
historical corporate and other expense amounts for consulting and
management fees paid to former shareholders of Money Mart of $1.9 million
and $1.0 million, respectively, plus additional amortization expense of
$600,000 and $300,000 for the year ended June 30, 1996 and for the six
months ended December 31, 1996, respectively, associated with the
amortization of goodwill of approximately $17.0 million on a straight-line
basis over thirty years, as a result of the acquisition of Money Mart by
the Company.
The assets and liabilities of Money Mart are translated into U.S. dollars
using the year-end exchange rate and all income statement accounts have
been translated using the average exchange rate during the applicable
period. . For purposes of translating Money Mart's operating results for
the year ended June 30, 1996, an average exchange rate of $1.00 = C$1.364
has been used. For purposes of translating Money
28
Mart's operating results for the period from July 1, 1996 to November 15,
1996, an average exchange rate of $1.00 = C$1.361 has been used.
(d) Corporate expenses were reduced by (dollars in thousands):
YEAR ENDED SIX MONTHS ENDED
JUNE 30, 1996 DECEMBER 31, 1996
------------- -----------------
Consulting and
management fees paid
to former
shareholders of
AnyKind............. $4,154 $1,301
Money Mart.......... 1,946 1,046
ABC................. 422 53
Chex$Cashed......... 171 --
Compensation and
benefits paid to
certain former
executives of
AnyKind............. $ 646 $ 419
ABC................. 281 58
C&C................. 682 428
Cash-N-Dash......... 127 87
------ ------
$8,429 $3,392
====== ======
Pursuant to the respective purchase agreements, these shareholders' and
executives' consulting and/or employment agreements were cancelled or revised
at the time of acquisition. The Company believes that the inclusion in the
unaudited condensed combined pro forma income statements of the full amounts
paid under these agreements would be inappropriate since they represent
expenses incurred which the Company would not have recognized during the
period had the Company acquired the companies at the beginning of the period.
(e) Reflects an increase in amortization expense in excess of historical
amounts as a result of the following factors: (i) aggregate excess of the
purchase price over the fair value of identifiable net assets, or
goodwill, of approximately $62.5 million, amortized using the straight-
line method over a useful life of thirty years, resulting in additional
amortization of approximately $2.1 million and (ii) other intangible
assets of approximately $700,000 (primarily costs assigned to contracts
acquired), amortized on a straight-line basis over the remaining
contractual lives of the underlying contracts, resulting in additional
amortization of approximately $600,000. The total purchase price for each
acquisition has been allocated to the assets acquired, including
identifiable intangible assets, and liabilities assumed based on estimated
fair values.
(f) Reflects an adjustment for interest expense ($11,963,000 and $5,981,000
for the year ended June 30, 1996 and for the six months ended December 31,
1996) to give effect to the Offering assuming an interest rate of 10 7/8%
and gross proceeds of $110 million plus amortization of related deferred
financing fees less elimination of interest expense ($4,057,000 and
$3,667,000 for the year ended June 30, 1996 and for the six months ended
December 31, 1996, respectively) as a result of the repayment of all
outstanding indebtedness under the Existing Credit Facility and a
reduction in principal of revolving Indebtedness under the Existing Credit
Facility through the use of the proceeds from the Equity Transaction and
the Offering, as if such transactions had occurred at July 1, 1995. This
adjustment includes non-cash amortization of deferred financing fees
associated with the Offering, of $430,000 and $215,000 for the year ended
June 30, 1996 and for the six months ended December 31, 1996,
respectively. The adjustment also includes the commitment fee of 3/8% on
the estimated unused portion of the New Revolving Credit Facility of $25.0
million ($94,000 and $47,000 for the year ended June 30, 1996 and the six
months ended December 31, 1996, respectively).
(g) The 1996 income tax expense includes a benefit of $456,000 due to the
change in the Company's valuation allowance. Although realization is not
assured, management has determined, based on the Company's history of
earnings and its expectation for the future, that taxable income of the
Company will more likely than not be sufficient to fully utilize its
deferred income tax assets.
29
(h) Represents the income tax impact of the Acquisitions as if the acquired
companies were wholly owned by the Company for the year ended June 30,
1996 and for the six months ended December 31, 1996, based on the
Company's estimated tax rate of 34%, after giving effect to the pro forma
adjustments including the non-deductible amortization of intangible assets
(goodwill). The pro forma adjustment for income taxes is less than the
statutory federal rate of 34% due to non deductible amortization of
intangible assets and a provision for income taxes on the historical
results of operations of certain acquired companies which previously
elected to be taxed as "S" corporations as defined in the Internal Revenue
Code and for which no federal taxes were provided in their respective
historical income statements.
(i) For purposes of the pro forma ratio of earnings to fixed charges, (i)
earnings include earnings before income taxes and fixed charges and (ii)
fixed charges consist of interest on all Indebtedness, amortization of
deferred financing costs and that portion of rental expense (one-third)
that the Company believes to be representative of interest. On a pro forma
basis, the Company's earnings were insufficient to cover fixed charges by
$2.5 million for the year ended June 30, 1996.
(j) The unaudited results of AnyKind for the period July 1, 1996 through
August 8, 1996 (the date of the acquisition by the Company) are presented
herein. The Company has determined that the salaries and benefits
component of AnyKind's store expenses (approximately 20.1% of revenues)
for this period immediately preceding the acquisition are abnormally low
as compared to AnyKind's historical expense levels (29.7% of revenues for
the twelve months ended June 30, 1996.) For the period August 8, 1996
through December 31, 1996, the salaries and benefits expenses of the
acquired stores as a percentage of revenues was approximately 33.2%.
Furthermore, the Company's consolidated store salaries and benefits
expenses for the six months ended December 31, 1996 as a percentage of
revenues were 34.0%.
30
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion is based upon and should be read in conjunction
with "Selected Historical Financial Data" and the consolidated financial
statements of the Company, including the notes thereto, included elsewhere in
this Prospectus.
GENERAL
The Company has historically derived its revenues primarily from providing
check cashing services and distributing public assistance benefits and food
coupons. In addition, the Company provides other consumer financial products
and services including money orders, money transfers, loans, insurance and
bill payment. For the year ended June 30, 1996 and for the six months ended
December 31, 1996, on a historical basis, check cashing revenues as a
percentage of total revenues approximated 48.0% and 59.9%, respectively. On a
pro forma basis for the year ended June 30, 1996 and for the six months ended
December 31, 1996, the Company's check cashing revenues would have accounted
for 60.0% and 60.3% of the Company's total pro forma revenues, respectively.
The Company expects that revenues from government services will continue to
decrease as a percentage of total revenues in the future.
The check cashing industry in the United States is highly fragmented, and
has experienced considerable growth as store locations have increased from
approximately 1,350 in 1986 to approximately 5,400 as of July 1996. The
Company believes it is one of only four domestic check cashing store networks
with more than 100 locations. The industry is comprised of mostly local chains
and single-unit operators. The Company believes that industry growth has been
fueled by several demographic and socioeconomic trends, including a decline in
the number of households with bank deposit accounts, an increase in low-paying
service sector jobs and an overall increase in the lower-income population.
On June 30, 1994, the Company changed its fiscal year end from December 31
to June 30. Accordingly, the following discussion of results of operations
compares the six months ended December 31, 1996 with the six months ended
December 31, 1995, the full fiscal year ended June 30, 1996 with the fiscal
year ended June 30, 1995, and the six-month transition period ended June 30,
1994 with the six months ended June 30, 1993.
All of the Company's acquisitions have been accounted for under the purchase
method of accounting. Therefore, the historical consolidated results of
operations include the revenues and expenses of all of the acquired companies
since their respective dates of acquisition. The comparability of the
historical financial data is significantly impacted by the timing of the
Company's acquisitions. The following table sets forth information with
respect to recent acquisitions completed by the Company during the periods
discussed below:
NUMBER
COMPANY OF STORES MONTH ACQUIRED PURCHASE PRICE
------- --------- -------------- --------------
Check Mart, Inc...................... 24 September 1994 $7.8 million
ARI, Inc............................. 19 February 1995 4.3 million
Pacific Check Exchange, Inc.......... 2 June 1995 0.4 million
Chex$Cashed.......................... 19 September 1995 7.4 million
Southland kiosks--Texas.............. 11 May 1996 0.5 million
AnyKind.............................. 63 August 1996 31.0 million
ABC.................................. 15 August 1996 6.0 million
Money Mart........................... 143(1) November 1996 17.7 million
Cash-N-Dash.......................... 32 November 1996 7.3 million
C&C.................................. 22 November 1996 3.8 million
- --------
(1)Includes 107 franchised stores.
31
The aforementioned purchase price amounts do not reflect borrowings to
provide for the working capital needs of the acquired entities. The purchase
prices including working capital were as follows: $9.7 million for Check Mart,
Inc., $5.1 million for ARI, Inc., $448,000 for Pacific Check Exchange, Inc.,
$9.1 million for Chex$Cashed; $37.0 million for AnyKind and $7.5 million for
ABC. The aforementioned purchase prices for Cash-N-Dash and C&C include
estimated contingent payments to the sellers of $750,000 for Cash-N-Dash
(payable over four years) and $300,000 for C&C (payable over three years)
based on future revenues.
The Management's Discussion and Analysis of Financial Condition and Results
of Operations solely reflects the historical results of the Company. The
repayment of substantially all of the Company's existing Indebtedness resulted
in an extraordinary loss, net of taxes, in the second quarter of fiscal year
1997 of approximately $2.0 million. This loss resulted from the write-off of
the deferred financing costs associated with the Existing Credit Facility. Due
to the rapid growth of the Company, period-to-period comparisons of financial
data are not necessarily indicative of the results for subsequent periods and
should not be relied upon as an indicator of the future performance of the
Company. See "Risk Factors--Seasonality."
Results of Operations
The following table sets forth the Company's results of operations as a
percentage of revenues for the indicated periods:
SIX MONTHS
SIX MONTHS ENDED ENDED
JUNE 30, YEAR ENDED JUNE 30, DECEMBER 31,
----------------- ------------------- --------------
1993 1994 1995 1996 1995 1996
-------- -------- --------- --------- ------ ------
STATEMENT OF OPERATIONS
DATA:
Revenues:
Revenues from check
cashing.............. 30.2% 30.6% 39.5% 47.8% 46.1% 59.9%
Revenues from
government services.. 57.5% 58.2% 48.7% 37.6% 39.3% 23.0%
Other revenues........ 12.3% 11.2% 11.8% 14.6% 14.6% 17.1%
-------- -------- --------- --------- ------ ------
Total revenues........ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Store and regional
expenses:
Salaries and
benefits............. 29.5% 29.1% 31.7% 32.9% 33.0% 34.0%
Occupancy............. 9.2% 8.9% 9.0% 9.5% 9.8% 10.1%
Depreciation.......... 4.0% 3.3% 2.6% 2.1% 2.4% 1.7%
Other................. 27.8% 28.2% 27.5% 27.6% 28.4% 26.0%
-------- -------- --------- --------- ------ ------
Total store and regional
expenses............... 70.5% 69.5% 70.8% 72.1% 73.6% 71.8%
Corporate expenses...... 16.4% 15.8% 12.6% 12.6% 12.7% 9.2%
Loss (gain) on store
closings and sales..... 0.0% 0.2% 0.3% 10.6% 21.7% 0.0%
Other depreciation and
amortization........... 5.2% 2.2% 4.7% 4.4% 4.6% 4.8%
Interest expense........ 5.9% 4.9% 7.1% 8.0% 8.2% 11.3%
-------- -------- --------- --------- ------ ------
Income (loss) before
taxes and extraordinary
item................... 2.0% 7.4% 4.5% (7.7%) (20.8%) 2.9%
Income tax provision
(benefit).............. 0.5% 1.2% 2.9% (2.9%) (8.0%) 1.9%
-------- -------- --------- --------- ------ ------
Income (loss) before
extraordinary item..... 1.5% 6.2% 1.6% (4.8%) (12.8%) 1.0%
Extraordinary loss on
debt extinguishment
(net income tax
benefit)............... -- -- -- -- -- (6.1%)
-------- -------- --------- --------- ------ ------
Net income (loss)....... 1.5% 6.2% 1.6% (4.8%) (12.8%) (5.1%)
======== ======== ========= ========= ====== ======
32
SIX MONTHS ENDED DECEMBER 31, 1996 COMPARED TO THE SIX MONTHS ENDED DECEMBER
31, 1995
Total revenues were $32.9 million for the six months ended December 31, 1996
as compared to $20.5 million for the six months ended December 31, 1995, an
increase of $12.4 million, or 60.5%. Of this increase, $13.9 million resulted
from the inclusion of the results of operations of the entities comprising the
Acquisitions. The increase was offset in part by revenues related to the 19
stores acquired from ARI, Inc., which were closed in December 1995 and which
generated $968,000 in revenue for the six months ended December 31, 1995. See
"--Year Ended June 30, 1996 Compared to Year Ended June 30, 1995." For stores
that were opened and owned by the Company during the entire period from July
1, 1995 through December 31, 1996, revenues increased by 0.1%. This increase
resulted from an increase in other revenues of 18.1% and an increase in
revenues from check cashing of 0.2%, offset in part by a decrease in revenues
from government services of 7.5%. Government services revenues accounted for
23.0% of total revenues for the six months ended December 31, 1996, a decrease
from 39.3% of total revenues for the three months ended December 31, 1995. The
decrease in revenues from government services resulted from the reduction in
the number of individuals receiving benefits under government programs. The
Company receives revenue on its government contracts based primarily on the
number of transactions it executes. The Company expects that the number of
benefits recipients will continue to decrease, which would result in a
continuing decline in the Company's government services revenue.
Store and regional expenses were $23.6 million for the six months ended
December 31, 1996 as compared to $15.1 million for the six months ended
December 31, 1995, an increase of $8.5 million, or 56.3%. The Acquisitions
resulted in an increase in store and regional expenses of $10.3 million, while
the 19 stores closed in December 1995 resulted in a decrease in store expenses
of approximately $1.8 million. Store and regional expenses as a percentage of
revenues decreased from 73.6% in the six months ended December 31, 1995 to
71.8% in the six months ended December 31, 1996. This decrease was due to
operating losses of the stores acquired from ARI, Inc. in February 1995.
During December 1995, the Company decided to close or sell all of the stores
acquired from ARI, Inc. and recognized a pre-tax charge of approximately $4.4
million relating thereto. Excluding the results of operations of the ARI, Inc.
stores, store and regional expenses as a percentage of revenues were 69.6% and
71.8% for the six months ended December 31, 1995 and 1996, respectively.
Salaries and benefits were $11.2 million for the six months ended December
31, 1996 as compared to $6.8 million for the six months ended December 31,
1995, an increase of $4.4 million, or 65.3%. The Acquisitions accounted for an
increase in salaries and benefits of $5.1 million while the 19 stores closed
in December 1995 resulted in a decrease in salaries and benefits of $500,000.
The Company does not expect the recently enacted increase in the minimum wage
to have any significant impact on the Company's future results of operations.
Occupancy expense was $3.3 million for the six months ended December 31,
1996 as compared to $2.0 million for the six months ended December 31, 1995,
an increase of $1.3 million, or 65.8%. The Acquisitions accounted for an
increase of $1.5 million, while the 19 stores closed in December 1995 resulted
in a decrease of $200,000. Occupancy expense as a percentage of revenues
increased from 9.8% for the six months ended December 31, 1995 to 10.1% for
the six months ended December 31, 1996.
Depreciation expense remained relatively unchanged for the six months ended
December 31, 1996 as compared to the six months ended December 31, 1995. Any
increases in depreciation expense resulting from the Acquisitions were offset
by decreases in depreciation resulting from store equipment in the Company's
existing store base becoming fully depreciated.
Other store and regional expenses were $8.5 million for the six months ended
December 31, 1996 as compared to $5.8 million for the six months ended
December 31, 1995, an increase of $2.7 million, or 46.9%. The Acquisitions
accounted for an increase in other store and regional expenses of $3.5
million, while the 19 stores closed in December 1995 resulted in a decrease in
other store and regional expenses of $700,000. Other store and regional
expenses consist of bank charges, armored security costs, net returned checks,
cash and food stamp shortages, insurance and other costs incurred by the
stores.
33
Corporate expenses were $3.0 million for the six months ended December 31,
1996 as compared to $2.6 million for the six months ended December 31, 1995,
an increase of $400,000, or 16.4%. This increase resulted from the additional
corporate costs, primarily salaries and benefits, associated with the
acquisitions completed during fiscal 1995 and fiscal 1996. Corporate expenses
as a percentage of revenues decreased from 12.7% for the six months ended
December 31, 1995 to 9.2% for the six months ended December 31, 1996.
Loss on store closings and sales were $7,000 for the six months ended
December 31, 1996 as compared to $4.5 million for the six months ended
December 31, 1995, a decrease of $4.5 million, or 99.8%, due primarily to the
19 stores acquired from ARI, Inc., which were closed or sold in fiscal year
1996.
Other depreciation and amortization expenses were $1.6 million for the six
months ended December 31, 1996 as compared to $933,000 for the six months
ended December 31, 1995, an increase of $657,000, or 70.4%. This increase
resulted primarily from the amortization expense associated with the goodwill
and other intangibles recognized as part of the Acquisitions.
Interest expense was $3.7 million for the six months ended December 31, 1996
as compared to $1.7 million for the six months ended December 31, 1995, an
increase of $2.0 million, or 121.5%. This increase was primarily attributable
to increased average outstanding indebtedness to finance the Acquisitions.
YEAR ENDED JUNE 30, 1996 COMPARED TO THE YEAR ENDED JUNE 30, 1995
Total revenues were $42.4 million for the year ended June 30, 1996 as
compared to $34.8 million for the year ended June 30, 1995, an increase of
$7.6 million, or 21.8%. Of this increase, $4.6 million resulted from the
inclusion of the results of operations of the entities conducting business as
Chex$Cashed, which were acquired in September 1995, and $2.5 million from a
full year of operations of Check Mart, Inc., acquired in September 1994. The
remaining increase resulted from the other acquisitions completed during
fiscal 1995 and 1996. For stores that were opened and owned by the Company in
all twelve months of each fiscal year, revenues decreased by 0.9%. This
decrease resulted from a decrease in revenues from government services of
6.1%, offset by an increase in revenues from check cashing of 3.5%. The
decrease in revenues from government services resulted from the reduction in
the number of individuals receiving benefits under government programs during
fiscal year 1996.
Store expenses were $30.6 million for the year ended June 30, 1996 as
compared to $24.6 million for the year ended June 30, 1995, an increase of
$6.0 million, or 24.4%. Of this increase, $2.9 million was due to the
acquisition of Chex$Cashed and $1.6 million was due to the acquisition of
Check Mart, Inc. The remaining increase resulted from the other acquisitions
completed during fiscal 1995 and 1996. Store expenses as a percentage of
revenues increased from 70.8% in fiscal 1995 to 72.1% in fiscal 1996 due to
operating losses of stores acquired from ARI, Inc. in February 1995. During
fiscal year 1996, the Company decided to close or sell all of the stores
acquired from ARI, Inc. and recognized a pre-tax charge of approximately $4.4
million relating thereto. Excluding the results of operations of the ARI, Inc.
stores, store expenses as a percentage of revenues were 69.2% and 69.1% for
the years ending June 30, 1995 and 1996, respectively.
Salaries and benefits were $14.0 million for the year ended June 30, 1996 as
compared to $11.0 million for the year ended June 30, 1995, an increase of
$3.0 million, or 27.3%. Of this increase, $1.5 million resulted from the
acquisition of Chex$Cashed and $800,000 resulted from the acquisition of Check
Mart, Inc. The remaining increase resulted from other acquisitions completed
during fiscal 1995 and 1996.
Occupancy expense was $4.0 million for the year ended June 30, 1996 as
compared to $3.1 million for the year ended June 30, 1995, an increase of
$900,000, or 29.0%. Of this increase, $500,000 resulted from the acquisition
of Chex$Cashed and $200,000 resulted from the acquisition of Check Mart, Inc.
Occupancy expense as a percentage of revenues increased from 9.0% for the year
ended June 30, 1995 to 9.5% for the year ended June 30, 1996 due to the impact
of the performance of the ARI, Inc. stores acquired in February 1995, which
were subsequently sold or closed.
Depreciation expense remained relatively unchanged for the fiscal year ended
June 30, 1996 as compared to the year ended June 30, 1995. Any increases in
depreciation expense resulting from the Chex$Cashed and Check
34
Mart acquisitions were offset by decreases from much of the store equipment in
the Company's existing store base becoming fully depreciated during fiscal
1995 and fiscal 1996.
Other store and regional expenses were $11.7 million for the year ended June
30, 1996 as compared to $9.6 million for the year ended June 30, 1995, an
increase of $2.1 million, or 21.9%. Of this increase, $900,000 resulted from
the acquisition of Chex$Cashed and $600,000 resulted from the acquisition of
Check Mart, Inc. The remaining increase resulted primarily from the other
acquisitions completed during fiscal 1995 and fiscal 1996.
Corporate expenses were $5.4 million for the year ending June 30, 1996 as
compared to $4.4 million for the year ended June 30, 1995, an increase of $1.0
million, or 22.7%. This increase resulted from the additional corporate costs,
primarily salaries and benefits, associated with the acquisitions completed
during fiscal 1995 and fiscal 1996. Corporate expenses as a percentage of
revenues decreased slightly from 12.7% during fiscal 1995 to 12.6% during
fiscal 1996.
During fiscal year 1996, the Company decided to sell or close the 19 stores
purchased from ARI, Inc. in February 1995. The stores were generating
operating losses at the time of the acquisition. As the Company began
operating the stores, management concluded that significant time and operating
losses would be required before the stores would become profitable. The
Company believed that alternative investments were available which would
provide higher long-term returns and more immediate paybacks. The decision
resulted in a pre-tax charge of approximately $4.4 million, which included
$3.3 million for the write-off of the goodwill associated with the original
acquisition of these stores, $600,000 for the write-off of store fixtures and
equipment, $350,000 for the early termination of store leases, and $150,000
for the accrual of other costs related to closing these stores. As of June 30,
1996, accrued expenses included approximately $450,000 related to future costs
associated with these stores, of which $220,000 is expected to be paid in
1997, $94,000 in 1998, $86,000 in 1999 and $50,000 in 2000. Included in the
statements of income for fiscal 1996 and fiscal 1995 are revenues of $1.5
million and $564,000, respectively, store expenses of $2.4 million and
$931,000, respectively, and amortization expense of $56,000 and $30,000,
respectively, related to these 19 stores. The Company is seeking to
restructure its obligations under the original subordinated note issued to the
seller as part of the acquisition, and has ceased making principal and
interest payments thereon. As a result, the seller has filed a complaint
against the Company alleging, among other things, breach of contract, and is
seeking payment of the balance of the note of $2.6 million, plus accrued
interest, punitive damages and legal fees. As the outcome of this matter
cannot be determined at present, no reduction in the note payable to the
seller or any additional costs to the Company have been recorded. See
"Business--Legal Proceedings."
The Company also incurs losses on unprofitable stores which it closes in the
normal course of business. During fiscal 1996 and fiscal 1995, the Company
recorded expenses of $101,000 and $93,000, respectively, which consisted
primarily of the write-off of leasehold improvements associated with closed
locations. In addition, the Company closed seven stores in each of fiscal 1996
and fiscal 1995, in addition to the 19 stores purchased from ARI, Inc.
discussed in the preceding paragraph.
Other depreciation and amortization expenses were $1.9 million for the year
ended June 30, 1996 as compared to $1.6 million for the year ended June 30,
1995, an increase of $300,000, or 18.8%. This increase resulted primarily from
the amortization expense associated with the goodwill recognized as part of
the acquisition of Chex$Cashed, and a full year's amortization of goodwill
associated with the acquisition of Check Mart, Inc.
Interest expense was $3.4 million for the year ended June 30, 1996 as
compared to $2.5 million for the year ended June 30, 1995, an increase of
$900,000, or 36.0%. This increase was primarily attributable to increased
average outstanding Indebtedness to finance acquisitions, from $29.6 million
for fiscal 1995 to $38.5 million for fiscal 1996, and partially offset by a
decrease in the weighted average interest rate from 8.7% for fiscal 1995 to
8.5% for fiscal 1996.
35
SIX-MONTH PERIOD ENDED JUNE 30, 1994 COMPARED TO THE SIX-MONTH PERIOD ENDED
JUNE 30, 1993 (PREDECESSOR COMPANY)
Total revenues were $14.7 million for the six months ended June 30, 1994 as
compared to $14.4 million for the six months ended June 30, 1993, an increase
of $300,000, or 2.1%. This revenue growth resulted from an increase in same
store revenue growth in both check cashing revenues and government contract
revenues, offset in part by a decrease in other revenues.
Store and regional expenses were $10.2 million for the six months ended June
30, 1994 as compared to $10.1 million for the six months ended June 30, 1993,
an increase of $100,000, or 1.0%. Store and regional expenses as a percentage
of total revenues were 69.5% for the six months ended June 30, 1994 as
compared to 70.5% for the six months ended June 30, 1993. The decrease
resulted from management's continued emphasis on cost control at the store
level.
Salaries and benefits were $4.3 million for the six months ended June 30,
1994 as compared to $4.2 million for the six months ended June 30, 1993, an
increase of $100,000, or 2.4%. This increase was due primarily to the addition
of one store during the 1994 six-month period.
Occupancy expense remained stable at $1.3 million for both six-month periods
ended June 30, 1994 and 1993. While the total number of stores in operation
increased by one store during the period, one store was closed in Pittsburgh,
while two additional stores were opened in Cleveland, which in the aggregate
resulted in no additional occupancy costs.
Depreciation expense was $500,000 for the six months ended June 30, 1994 as
compared to $600,000 for the six months ended June 30, 1993, a decrease of
$100,000, or 16.7%. This decrease was due to certain store equipment becoming
fully depreciated during 1993.
Other store and regional expenses were $4.1 million for the six months ended
June 30, 1994 as compared to $4.0 million for the six months ended June 30,
1993, an increase of $100,000, or 2.5%. This increase was due to the net
addition of only one store during the 1994 period.
Corporate expenses were $2.3 million for the six months ended June 30, 1994
as compared to $2.4 million for the six months ended June 30, 1993, a decrease
of $100,000, or 4.2%. Corporate expenses as a percentage of revenues were
15.8% for the six months ended June 30, 1994 as compared to 16.4% for the six
months ended June 30, 1993, due to stable corporate expenses on a rising
revenue base.
Other depreciation and amortization expenses were $300,000 for the six
months ended June 30, 1994 as compared to $800,000 for the six months ended
June 30, 1993, a decrease of $500,000, or 62.5%. This decrease resulted
primarily from the full amortization of the Company's non-compete contract
with the predecessor majority shareholder during 1993.
Interest expense was $700,000 for the six months ended June 30, 1994 as
compared to $800,000 during the six months ended June 30, 1993, a decrease of
$100,000, or 12.5%. This decrease was primarily attributable to a reduction in
outstanding indebtedness resulting from scheduled principal payments on the
Company's term loan under the Existing Credit Facility.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal sources of cash are from operations, borrowings
under its credit facilities and sales of Holdings Common Stock. The Company
anticipates its principal uses of cash will be to provide working capital,
finance capital expenditures, meet debt service requirements and finance
acquisitions. For the six months ended December 31, 1996 and 1995, the Company
had net cash provided by operating activities of $6.7 million and $2.7
million, respectively, for purchases of property and equipment related to
existing stores, recently acquired stores, investments in technology, and
acquisitions. The acquisitions were financed through borrowings
36
provided under issuance of Holdings Common Stock and issuance of the Notes.
The Company's total budgeted capital expenditures, excluding acquisitions, are
currently anticipated to aggregate approximately $1.0 million during its
fiscal year ending June 30, 1997, consisting of $400,000 for relocating and
remodeling costs for certain existing stores and approximately $600,000 to
open up to 19 new kiosk stores in 7-Eleven locations pursuant to the Company's
contractual agreements with The Southland Corporation. The actual amount of
capital expenditures will depend in part on the number of new stores acquired
and the number of stores remodeled. In addition, the Company intends to spend
up to $2.0 million over the next two years to purchase the equipment necessary
to implement a point-of-sale system.
The Company has historically financed its acquisitions and other capital
requirements through bank debt, seller subordinated debt and proceeds from the
sale of Holdings Common Stock.
The Offering generated gross proceeds of $110.0 million which was used to
repay all of the Company's existing indebtedness under the Existing Credit
Facility, to fund the Money Mart, Cash-N-Dash and C&C acquisitions, and to pay
related fees and expenses. Of the $7.3 million Cash-N-Dash purchase price,
$5.1 million was accrued and paid on January 2, 1997. The Company intends to
use the remaining proceeds of approximately $5.1 million for general corporate
purposes, including potential future acquisitions. The repayment of
substantially all of the Company's existing indebtedness resulted in an
extraordinary loss, net of taxes, in the three months ended December 31, 1996
of approximately $2.0 million. This loss results from the write-offs of the
deferred financing costs associated with the Company's Existing Credit
Facility.
On December 31, 1996, the Notes, seller subordinated notes and other
Indebtedness aggregating $113.0 million were outstanding. The Company's
Indebtedness includes a seller subordinated note of $2.6 million from the
acquisition of ARI, Inc. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Year Ended June 30, 1996
Compared to the Year Ended June 30, 1995" and "Dollar Financial Group, Inc.--
Notes to Consolidated Financial Statements--Loss on Store Closings and Sales."
Depending on the outcome of the complaint filed by the seller, the Company
could be required to pay the balance of the note. See "Business--Legal
Proceedings." The Company does not believe this would have a material impact
on its liquidity. Excess operating cash payments were due under the Existing
Credit Facility after the end of each fiscal year. Such excess operating cash
payments reduce future quarterly principal payments on a pro-rata basis.
As of June 30, 1996, the Company did not meet its Net Worth, EBITDA,
Interest Coverage Ratio, Leverage Ratio and Fixed Charge Coverage Ratio
financial condition covenants under its then existing Credit Agreement.
Noncompliance with these covenants was directly related to the sale or closure
and related loss of 19 store locations purchased in February 1995, as
discussed in Note 13 to the consolidated financial statements. All
noncompliance with financial condition covenants was waived through June 30,
1996. Pursuant to the Amended and Restated Credit Agreement, as discussed in
Note 14 to the consolidated financial statements, the financial condition
covenants have been amended to reflect the Company's financial condition after
giving effect to the acquisitions of AnyKind and ABC.
If future events of default occur, the commitments of the lenders under the
Amended and Restated Credit Agreement may be automatically terminated and the
outstanding principal amount of all outstanding loans and obligations are
immediately due and payable, without notice or demand.
On August 8, 1996, the Company acquired all of the outstanding stock of
AnyKind for $31.0 million, consisting of $29.0 million in cash and the
issuance of shares of Holdings Common Stock. On August 28, 1996, the Company
acquired the assets associated with the operations of ABC for $6.0 million in
cash. The Company also funded the working capital requirements of AnyKind and
ABC, which amounted to $6.0 million and $1.5 million, respectively.
37
In order to finance these acquisitions, Holdings issued shares of Holdings
Common Stock for net proceeds of $21.7 million, which were contributed to the
Company. In addition, the Company amended and restated its Existing Credit
Facility to provide for $35.0 million additional borrowing availability. The
Company used a portion of the proceeds from the Equity Transaction to fund the
acquisitions of AnyKind and ABC and to pay related fees and expenses. The
Company intends to use the remaining proceeds for general corporate purposes,
including potential future acquisitions.
Simultaneously with the consummation of the Offering, the Company entered
into a New Revolving Credit Facility, which the Company expects to use
primarily for working capital needs. The New Revolving Credit Facility allows
borrowings in an amount not to exceed the lesser of $25.0 million or a
borrowing base as set forth in the New Revolving Credit Facility. Amounts
outstanding under the New Revolving Credit Facility bear interest at the
Company's option of either (i) 0.50% plus the agent's alternative reference
rate or (ii) 1.75% plus the agent's reserve adjusted Eurodollar rate and are
secured by a first lien on substantially all of the cash and accounts
receivable of the Company and each of its domestic subsidiaries, as well as on
all of the capital stock of the Company's domestic subsidiaries and on 65% of
the capital stock of the Company's Canadian subsidiaries. The Company had
$25.0 million of unborrowed availability under the New Revolving Credit
Facility at December 31, 1996.
As described more fully under "Business--Strategy," the Company is currently
in discussions with the largest Money Mart franchisee to acquire 43 Money Mart
check cashing stores in Canada which generated approximately $10.8 million of
revenue in the twelve-month period ended May 31, 1996. If this transaction is
consummated, the Company intends to finance this acquisition with the
remaining proceeds of the Offering, cash from operations, and, if necessary,
borrowings under the New Revolving Credit Facility.
The Company is highly leveraged, and borrowings under the New Revolving
Credit Facility will increase the Company's debt service requirements.
Management believes that, based on current levels of operations and
anticipated improvements in operating results, cash flows from operations and
borrowings available under the New Revolving Credit Facility will enable the
Company to fund its liquidity and capital expenditure requirements for the
foreseeable future, including scheduled payments of interest on the Notes and
payment of interest and principal on the Company's other Indebtedness. See
"Risk Factors--Substantial Leverage; Ability to Service Outstanding
Indebtedness." The Company's belief that it will be able to fund its liquidity
and capital expenditure requirements for the foreseeable future, including
with respect to the operations acquired in the Acquisitions, is based upon the
historical growth rate of the Company and the anticipated benefits resulting
from operating efficiencies due to the Acquisitions. Additional revenue growth
is expected to be generated by increased check cashing revenues (consistent
with historical growth), an increase in the number of operating units as a
result of the Southland Agreement and an expansion of the Cash 'Til Payday
Loan Program. The Company also expects operating expenses to increase,
although the rate of increase is expected to be less than the rate of revenue
growth. Furthermore, the Company does not believe that additional acquisitions
or expansion are necessary in order for it to be able to cover its fixed
expenses, including debt service. As a result of the foregoing assumptions,
which the Company believes to be reasonable, the Company expects to be able to
fund its liquidity and capital expenditure requirements for the foreseeable
future, including scheduled payments on the Notes and payments of interest and
principal on other Indebtedness. There can be no assurance, however, that the
Company's business will generate sufficient cash flow from operations or that
future borrowings will be available under the New Revolving Credit Facility in
an amount sufficient to enable the Company to service its Indebtedness,
including the Notes, or to make anticipated capital expenditures. It may be
necessary for the Company to refinance all or a portion of the principal of
the Notes on or prior to maturity, under certain circumstances, but there can
be no assurance that the Company will be able to effect such refinancing on
commercially reasonable terms or at all.
INCOME TAXES
The Company's effective tax rates for fiscal 1996 and 1995 were (37.0)% and
64.6%, respectively. The effective rate differs from the federal statutory
rate of 34% due to state taxes and non-deductible goodwill
38
amortization which resulted from the June 30, 1994 acquisition of the Company.
The fiscal 1996 effective tax benefit rate is less than the fiscal 1995 tax
rate due to the reversal of the valuation allowance on the Company's gross
deferred tax asset during fiscal 1996. The Company had no valuation allowance
recorded against deferred tax assets at June 30, 1996. Realization of the
gross deferred tax asset is dependent on generating sufficient taxable income
prior to the expiration of the loss carryforwards. Although realization is not
assured, management has determined, based on the Company's history of earnings
and its expectation for the future, that taxable income of the Company will
more likely than not be sufficient to fully utilize its deferred income tax
assets. The amount of the deferred tax asset considered realizable, however,
could be reduced in the near term if estimates of future taxable income during
the carryforward period are reduced.
The Company's effective tax rates for the six months ended December 31, 1996
and 1995 were significantly greater than the federal statutory rate of 34% due
to non-deductible goodwill amortization and state taxes. The effective rate
for the six months ended December 31, 1996 was less than the effective rate
for the six months ended December 31, 1995, due to an increase in taxable
income from a loss of $4.2 million for the six months ended December 31, 1995
to income of $965,000 for the six months ended December 31, 1996.
The Company's effective tax rates for the six months ended June 30, 1994 and
1993 were 16.0% and 28.1%, respectively. The effective rate differs from the
federal statutory rate of 34% due to state taxes, non-deductible goodwill
amortization and the utilization of the Company's net operating loss
carryforward. The effective tax rate for the six months ended June 30, 1994
was less than for the six months ended June 30, 1993 due to state taxes.
SEASONALITY AND QUARTERLY FLUCTUATIONS
The Company's business is seasonal due to the impact of several tax-related
services including cashing tax refund checks. Historically, the Company has
generally experienced its highest revenues and earnings during its third
fiscal quarter ending March 31 when revenues from these tax-related services
peak. Due to the seasonality of the Company's business, results of operations
for any fiscal quarter are not necessarily indicative of the results of
operations that may be achieved for the full fiscal year. In addition,
quarterly results of operations depend significantly upon the timing and
amount of revenues and expenses associated with the addition of new stores.
IMPACT OF INFLATION
The Company believes that the results of its operations are not dependent
upon the levels of inflation.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company adopted the provisions of Statements of Financial Accounting
Standards ("SFAS") 121, "Accounting for the Impairment of Long-Lived Assets
and For Long-Lived Assets to be Disposed Of" for the fiscal year ending June
30, 1997. The adoption of this standard has not had a material impact on the
Company's financial statements.
39
BUSINESS
GENERAL
The Company is a consumer financial services company operating the second
largest check cashing store network in the United States and the largest such
network in Canada. The Company provides a diverse range of consumer financial
products and services primarily consisting of check cashing, money orders,
money transfers, consumer loans, insurance and bill payment. Certain stores
also serve as distribution centers for public assistance benefits and food
stamps under government contracts. As of December 31, 1996, the Company has a
total network of 427 stores in 14 states, the District of Columbia and Canada,
including 321 Company-owned stores with revenues for the fiscal year ended
June 30, 1996 and for the six months ended December 31, 1996 of $91.7 million
and $44.3 million, respectively, and with earnings before interest, taxes,
depreciation and amortization, and loss on store closings and sales ("Adjusted
EBITDA") for the fiscal year ended June 30, 1996 and for the six months ended
December 31, 1996 of $21.4 million and $10.0 million, respectively.
The Company's primary customers are working, lower-income individuals and
families who require basic consumer financial services and are under-served by
traditional retail banking networks. The increased expense and decreased
availability of traditional retail banking services have left an increasing
number of individuals and families (estimated at 20% of the adult population)
without banking relationships. Management believes that growth in the lower-
income segment of the population combined with the decline of traditional
retail banking services provides the Company with significant growth
opportunities.
The Company's stores currently operate under the following locally
established brand names: ABC Check Cashing, Almost-A-Banc, AnyKind Check
Cashing Centers, C&C Check Cashing, Cash-N-Dash, Check Mart, Chex$Cashed,
Financial Exchange, Money Mart, Quikcash, QwiCash and The Service Centers.
INDUSTRY OVERVIEW
United States
The check cashing industry in the United States is highly fragmented,
consisting of approximately 5,400 stores as of July 1996, an increase from the
approximately 1,350 national listings in 1986 according to American Business
Information, Inc. In contrast to the domestic market, the Canadian check
cashing industry is less fragmented. Money Mart is the largest check cashing
store network in Canada accounting for 55% of the total number of check
cashing stores. The Company believes it is one of only four U.S. check cashing
store networks that have more than 100 locations, the remaining being local
store networks and single-unit operators. The Company believes that industry
growth has been fueled by several demographic and socioeconomic trends,
including a decline in the number of households with bank deposit accounts, an
increase in the number of low-paying service sector jobs and an overall
increase in the lower-income population.
The number of families and individuals that hold bank, thrift or savings and
loan deposit accounts has declined dramatically over the past fifteen years.
In a recent study, a leading consumer magazine estimated that approximately
20% of the adult population does not maintain a banking relationship. The
study attributes this decline to a number of factors, including the inability
of many families and individuals to maintain the minimum account balance
required by many banks and thrifts, an increase in fees on deposit accounts
with small balances and an increase in bank branch closings in lower-income
population areas.
The increase in the fees charged by banks on deposit accounts over time has
contributed to the decline in the number of families and individuals holding
such accounts. The U.S. Public Interest Research Group has conducted a
national study which shows that, from 1993 to 1995, the annual cost to
maintain a regular checking account grew by 10% to $202, monthly maintenance
fees increased 22% to $7.11, average monthly balance requirements to avoid
regular checking fees rose 30% to $1,242, and the minimum opening balance
required for accounts rose 37% to $69. The report states that these increased
costs keep accounts out of reach of many fixed
40
and lower income consumers. In general, the findings indicate that banks have
increased their fees significantly on a real and inflation-adjusted basis.
Many banks have elected over time to close their less profitable or lower
traffic locations. These closings have tended to occur in lower-income, urban
and minority neighborhoods. As banks continue this trend, wage earners in
these lower-income areas will have fewer, if any, convenient alternatives
other than local check cashing stores to perform basic financial transactions.
Lower-income individuals represent a large and rapidly growing segment of
the U.S. population. The 1993 Bureau of Labor Statistics Consumer Expenditure
Survey revealed that 30% of U.S. four-person households reported to have
earned annual before-tax income of less than $15,000. This low-wage
population, from which the Company draws most of its customers, is the fastest
growing segment of the workforce. As the low-wage population continues to
grow, the Company believes that this population will increasingly rely on the
check cashing industry as the primary source for their consumer financial
products and services.
Canada
In contrast to the domestic market, the Canadian check cashing market is
significantly less fragmented, with Money Mart's 143 owned and franchised
stores accounting for 55% of the total number of check cashing stores in
Canada. A survey conducted for Money Mart shows that a significant number of
Money Mart customers choose to patronize Money Mart's locations because of the
convenient operating hours, fast and courteous service and broad product
offerings.
Growth and Consolidation
Management believes that significant opportunities for growth exist in the
check cashing industry as a result of (i) the growth of the lower-income
population sector, (ii) the failure of commercial banks and other traditional
financial service providers to address the needs of lower-income individuals
and (iii) the trend toward consolidation in the check cashing industry.
Management believes that as the lower-income population segment increases, and
as trends within the retail banking industry create a less accessible
environment for these members of society, the check cashing industry will
realize a significant increase in demand for its products and services.
However, despite these growth dynamics, the Company believes that the industry
is entering a period of consolidation. The Company believes that this
consolidation trend has resulted from a number of factors, including (i) the
economies of scale available to larger operators, (ii) the use of technology
as a means to better serve customers and control large store networks, (iii)
the inability of smaller operators to form the alliances necessary to deliver
new products and (iv) increased licensing and regulatory burdens. This trend
toward consolidation should provide the Company, as one of the largest store
networks, with opportunities for continued growth through selective
acquisitions.
COMPETITIVE STRENGTHS
The Company believes that it has the following competitive strengths:
Store locations in favorable demographic areas. The Company has carefully
chosen states and metropolitan areas within those states with growing low-
income populations. Within the markets served by the Company, the Company's
stores are located in desirable locations near its targeted customer base.
Management adheres to a strict set of market survey and location guidelines
when selecting acquisition targets and new store sites. The Company's store
base is a mix of urban sites, which are located in high-traffic shopping
areas, and suburban sites, which are located in strip malls near multi-family
housing complexes. In the future, the Company plans to emphasize suburban
strip mall locations, particularly in the southeastern and western parts of
the United States.
High-quality customer service. As part of its retail and customer-driven
strategy, the Company focuses on providing friendly customer service in a
clean and attractive environment. Operating hours vary by location, but
41
are typically extended and designed to cater to those customers who, due to
work schedules, cannot make use of "normal" banking hours. As part of its
employee training program, the Company's employees are encouraged and
instructed to treat customers in a friendly and courteous manner, which
management believes results in repeat business.
Broad offering of products and services. All Company stores offer a wide
range of products and services to meet the demands of their locale, including
check cashing, money orders, money transfers, consumer loans, insurance and
bill payment. The Company also offers a variety of ancillary products,
including Cash 'Til Payday loans, photo ID, lottery tickets, electronic tax
filing, photocopy service, long-distance cards and fax services.
Economies of scale. As the second largest check cashing store network in the
United States, the Company has reached a size that enables it to benefit from
economies of scale and to negotiate more favorable contracts with its
suppliers. In addition, the Company's market position enables it to enter into
favorable relationships with strategic partners like Western Union and The
Southland Corporation. Management believes that the Company's size also allows
it to gain greater access to capital.
Management expertise. In addition to the Company's senior management, the
regional managers of the Company have extensive experience and expertise in
the check cashing industry, which provides the Company with a competitive
advantage. Furthermore, the Company has been largely successful in retaining
the operational managers employed by the companies acquired in the
Acquisitions.
Well diversified credit risk. On a pro forma basis, for the fiscal year
ended June 30, 1996 and for the six months ended December 31, 1996, the
Company cashed 7.2 million checks and 3.7 million checks, respectively with an
average face value of $262 and $277, respectively. As a result, management
believes that the risk that the Company will sustain a material credit loss
related to a single transaction or series of transactions is minimal.
Although the Company believes that these competitive strengths will enable
it to achieve its strategic objectives, the Company may not be able to
capitalize on them. Changing demographics in areas surrounding the Company's
stores could negatively impact the quality of the store base. Regulatory and
technological changes could affect the products offered or the prices charged
for such products. As the Company continues to grow, an inability to attract,
train and recruit talented field personnel and corporate management could
negatively impact Company performance.
STRATEGY
The Company's business strategy is to capitalize on its competitive
strengths by increasing the revenues and profitability of its existing
operations and by growing through the acquisition of check cashing store
networks and the development of the kiosk store format. Key elements of the
Company's business strategy include (in relative order of importance) the
following:
Maintain and instill a customer-driven retail philosophy. The Company has
focused on increasing its customer base through a service-oriented approach
designed to meet the needs of working, lower-income individuals and families
in need of basic consumer financial services. The Company believes it has
differentiated itself from its competitors by focusing on customer service.
The Company offers extended operating hours in clean, well-lit and convenient
store locations to enhance appeal and stimulate store traffic. The Company's
research indicates that, although approximately 30% of its customers have bank
accounts, its customers prefer immediate access to cash without waiting for
check clearance. In addition, the Company believes that many of its customers
find great value in their ability to cash a payroll or government check
immediately, for a fee, at a location within close proximity to their home or
workplace at nearly any time of day. The Company's surveys have indicated that
over 90% of its customers are repeat users of its services. The survey also
indicated that the widespread availability of ATM machines does not alter a
customer's decision to "bank" at Company locations. The Company uses locally-
targeted advertising, including television and radio, to promote awareness of
its products and its customer service. The Company will continue to develop
ways to improve service to its customers.
42
Introduce new products and services. The Company has developed a "one-stop"
shop concept to offer many consumer financial products and services not
otherwise available to its targeted customer base. The Company believes that
its customers enjoy the convenience of those services offered by the Company
other than check cashing. The Company is currently in the process of a
nationwide roll-out of its Cash 'Til Payday loan program and will continue to
expand the product and service offerings of its newly acquired check cashing
store networks. In addition, the Company intends to seek alliances with other
financial institutions and non-financial organizations, like Western Union, to
offer additional products to its customers.
Grow through targeted acquisitions and kiosk openings. The Company has grown
significantly since June 1994, primarily through nine acquisitions of an
aggregate of 225 stores. Management will continue to seek opportunistic
acquisitions of well-managed check cashing store networks located in areas
with favorable demographics, including the southeastern and western parts of
the United States, as well as profitable check cashing stores in areas that
complement the Company's existing geographic markets. The Company has also
purchased six existing kiosks in Dallas, Texas and currently operates five
existing kiosks in Austin, Texas, in each case pursuant to an agreement with
The Southland Corporation. In addition, pursuant to its agreement with The
Southland Corporation, the Company plans to open 19 additional consumer
financial service kiosks that offer check cashing and other products and
services. These kiosks, which will be located in existing 7-Eleven convenience
stores, are expected to be opened in the near future.
Pursuant to its targeted acquisition strategy, the Company is currently in
discussions with the largest Money Mart franchisee to acquire 43 Money Mart
check cashing stores in Canada which generated approximately $10.8 million of
revenue in the twelve-month period ended May 31, 1996. No agreement or
agreement in principle has been reached and there has been no agreement
between the Company and the franchisee relating to the terms and conditions of
the acquisition (including the purchase price and other significant terms).
There can be no assurance that the Company and the franchisee will come to an
agreement relating to the terms and conditions of the acquisition or that this
acquisition will be consummated.
Capitalize on economies of scale. The Company is well positioned to take
advantage of the current trend toward consolidation in the check cashing
industry. The Company expects to continue to reduce its per store cost for bad
debt collection, security, armored car services, employee training, management
information systems, and other operating expenses. The Company will continue
to seek cost reductions from its current service suppliers as its check
cashing market share increases through store network acquisitions and kiosk
openings. Furthermore, the Company expects to be able to capitalize on its
market position by developing strategic alliances with other financial
institutions and non-financial organizations.
Manage credit risk. The Company's check cashing service consists of high
volumes of small individual transactions requiring credit risk decisions on
individual checks. On a pro forma basis, for the fiscal year ended June 30,
1996, the Company cashed 7.2 million checks with an average face amount of
$262. The Company actively manages its customer risk profile in order to
maximize check cashing revenues while maintaining net write-offs within a
targeted range. As a result, management believes that the risk that the
Company will sustain a material credit loss related to a single transaction or
a series of transactions is minimal. On a pro forma basis, for the fiscal year
ended June 30, 1996, net write-offs as a percentage of face amount of checks
cashed were 0.16%.
Maintain existing base of government contracts. The Company intends to
continue to distribute public assistance benefits pursuant to its existing
contracts with various state and local governments. In this type of contract,
the Company provides continuous, uninterrupted operation of a benefits
transfer system during normal business hours in various locations, including
its check cashing stores, so as to distribute public assistance benefits. The
Company is not, however, planning to further expand this part of its business
and expects government revenue as a percentage of total revenue to decline in
the future.
CUSTOMERS
Based upon a consumer survey conducted in select markets for DFG in 1995 and
the Company's operating experience, the Company believes that its core
customer group is comprised of individuals who are between the
43
ages of 18 and 49, rent their home, are employed and have annual household
incomes of under $35,000. The consumer survey indicated that over 90% of the
Company's customers in the surveyed markets were repeat customers and that
over 50% had used the Company's services more than ten times. Of those
customers surveyed, 85% were employed. The Company believes that consumers
value attention to customer service, and their choice of check cashing stores
is influenced by the Company's convenient locations and extended operating
hours.
Based on a customer survey performed for Money Mart in 1995, the Company
believes that the demographics of Money Mart customers are similar to those of
the Company's existing U.S. customers. The survey found that approximately 80%
of Money Mart's customers have annual incomes below $30,000 and 75% are under
the age of 35. Although 65% of the surveyed customers have a bank account,
these consumers continue to use Money Mart due to the fast and courteous
service and the stores' extended operating hours.
DFG believes that many of its customers are unskilled workers or independent
contractors who receive payment on an irregular basis and generally in the
form of a check. The Company's core customer group lacks sufficient income to
accumulate assets or to build savings. These customers rely on their current
income to cover immediate living expenses and cannot afford the delays
inherent in waiting for checks to clear through the commercial banking system.
Furthermore, the Company believes that many of its customers use its check
cashing services in order to gain immediate access to cash without having to
maintain a minimum balance in a checking account and incur the cost of
maintaining a checking account. In addition, although research conducted for
the Company indicates that approximately 30% of its customers do have bank
accounts, these customers use check cashing stores because they find the
locations and extended operating business hours of the Company's stores more
convenient than those of banks and value the ability to receive cash
immediately, without waiting for a check to clear.
PRODUCTS AND SERVICES
The Company's Retail Stores Division is responsible for DFG's check cashing
store networks; the Merchant Services Division manages electronic benefits
distribution networks in New York State and Pennsylvania.
RETAIL STORES DIVISION
DFG's check cashing stores provide a broad range of consumer financial
products and services to its customers at convenient locations with extended
operating hours. Customers typically use DFG's stores to cash checks (payroll,
government and personal), receive government benefits and utilize one or more
of the additional financial services available at most locations.
Check Cashing
Customers may cash all types of checks at any DFG location, including
payroll checks (approximately 50% of all checks cashed), government checks
(26%) and personal checks (24%). In exchange for a verified check, DFG
customers receive cash immediately, for a fee, and are not required to wait
several days for the check to clear. Both the customer's identification and
the validity of the check are verified by multiple sources pursuant to the
Company's standard verification procedures before any cash is distributed.
Customers are charged a fee for this service (typically a small percentage of
the face value of the check) which varies depending upon the type of check
cashed and whether or not the customer has a previous record of cashing checks
at that location. For the twelve months ended June 30, 1996, check cashing
fees averaged approximately 2.8% of check face value, and on a pro forma basis
for the Acquisitions, check cashing fees averaged approximately 2.9% of check
face value.
Check cashing fees are typically based on the risk profile of both the
customer and the type of check. Government checks are considered to be the
most secure. The Company, therefore, charges only a small fee of approximately
1.0% of the face amount to cash these checks. Cashing payroll checks involves
more risk,
44
primarily due to the higher incidence of stolen checks with forged
endorsements, stop payments and insufficient funds. Fees for payroll checks
range from 1.0% to 2.5% of the face amount. Personal checks generally carry
the highest level of risk. Therefore, before cashing a personal check, the
teller is required to perform several identification cross checks. Fees on
personal checks range generally from 1.0% to 6.0% of the face amount.
The following chart presents a summary of check cashing data for the periods
indicated below:
CHECK CASHING FEE SUMMARY
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED
---------------------------------------- JUNE 30,
1991 1992 1993 1994
------------ ------------ ------------ ------------
Face amount of checks
cashed................. $231,173,000 $267,009,000 $307,523,000 $160,681,000
Number of checks
cashed................. 933,610 1,202,454 1,307,768 662,855
Average face amount per
check.................. $ 247.61 $ 222.05 $ 235.15 $ 242.41
Average fee per check... $ 6.27 $ 6.59 $ 6.53 $ 6.78
Average fees as a % of
face amount............ 2.53% 2.97% 2.78% 2.80%
SIX MONTHS ENDED
YEAR ENDED JUNE 30, DECEMBER 31,
------------------------------------------ ------------------------------------------
PRO FORMA PRO FORMA
1995 1996 1996 1995 1996 1996
------------ ------------ -------------- ------------ ------------ --------------
Face amount of checks
cashed................. $510,771,000 $728,123,000 $1,893,885,000 $366,000,000 $764,000,000 $1,013,736,979
Number of checks
cashed................. 2,132,006 3,051,037 7,236,000 1,523,000 2,721,000 3,658,000
Average face amount per
check.................. $ 239.57 $ 238.65 $ 261.73 $ 240.32 $ 280.78 $ 277.16
Average fee per check... $ 6.45 $ 6.65 $ 7.65 $ 6.22 $ 7.24 $ 7.31
Average fees as a % of
face amount............ 2.69% 2.79% 2.93% 2.59% 2.58% 2.64%
Historically, the Company has used price promotions to increase the number
and average face amount of the checks it cashes. Management believes that the
volume gains from selective price promotions more than offset any unit price
declines. For example, in 1993, the average fee fell from 3.0% to 2.8% of the
face amount of the check, but the average face amount of checks cashed
increased 5.9%, which translated into an increase in check cashing fee
revenue. In fiscal 1996, check cashing activities increased, pushing up the
average fee per check to $6.65, or 2.8% of the face amount.
If a check cashed by the Company is not paid for any reason, the full face
value of the check is recorded as a loss in the period during which the check
was returned. The check is then sent to the store for collection and, if after
30 days it still remains uncollected, then it is sent to the Company's
internal collections department, which contacts the maker and/or payee of each
returned check and, if necessary, commences legal action. The collections
department currently employs eight people who work full-time collecting
returned items. During fiscal 1996, approximately 69.0% of the face value of
checks returned during that year was ultimately collected by the Company and,
on a pro forma basis, approximately 74.3% of the face value of checks returned
during that year was ultimately collected.
45
The following chart presents a summary of the Company's returned check
experience for the periods indicated below:
RETURNED CHECK EXPERIENCE
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED
------------------------------ JUNE 30,
1991 1992 1993 1994
-------- -------- ---------- ----------
Face amount of returned checks..... $695,000 $540,000 $1,085,000 $621,000
Collections on returned checks..... 373,000 195,000 723,000 365,000
Net write-offs of returned checks.. 322,000 345,000 362,000 256,000
Collections as a percentage of
returned checks................... 53.7% 36.0% 66.7% 58.8%
Net write-offs as a percentage of
check cashing revenues............ 5.5% 4.4% 4.2% 5.7%
Net write-offs as a percentage of
face amount of checks cashed...... 0.14% 0.13% 0.12% 0.16%
SIX MONTHS ENDED
YEAR ENDED JUNE 30, DECEMBER 31,
----------------------------------- ----------------------
PRO FORMA
1995 1996 1996 1995 1996
---------- ---------- ----------- ---------- ----------
Face amount of returned
checks................. $2,006,000 $3,763,000 $11,915,000 $1,841,000 $4,008,000
Collections on returned
checks................. 1,203,000 2,598,000 8,852,000 1,165,000 2,610,000
Net write-offs of
returned checks........ 803,000 1,165,000 3,063,000 676,000 1,398,000
Collections as a
percentage of returned
checks................. 60.0% 69.0% 74.3% 63.3% 65.1%
Net write-offs as a
percentage of check
cashing revenues....... 5.8% 5.7% 5.5% 7.1% 7.1%
Net write-offs as a
percentage of face
amount of checks
cashed................. 0.16% 0.16% 0.16% 0.18% 0.18%
Other Services and Product Extensions
In addition to check cashing, DFG customers are able to choose from a
variety of products and services when conducting business at the Company's
check cashing locations. These services include lottery ticket sales,
electronic tax filing (primarily used by customers to secure a "refund
anticipation loan" from the Company), phone cards, transportation passes and
utility bill payment services. A survey of the Company's customers by an
independent third party revealed that over 50% of customers use other services
in addition to check cashing. Management believes that providing these
services helps to implement the Company's customer-driven strategy by creating
a "one-stop shop" atmosphere for its customers.
Among the products and services other than check cashing offered by the
Company are the following:
. Money Orders--DFG's check cashing stores exchange money orders for cash
and/or checks for a minimal fee, with an average fee and face amount of
$0.41 and $97, respectively, for the fiscal year ended June 30, 1996.
Money orders are typically used as a means of payment of rent and
utility bills for customers who do not have checking accounts. For the
twelve months ended June 30, 1996, DFG's check cashing stores sold a
total of 2.8 million money orders, generating total money order revenues
of $1.1 million. By March 31, 1997, the Company plans to exclusively
offer Western Union money orders at all of its check cashing stores.
. Money Transfers--At DFG's check cashing stores, customers can transfer
funds to any location providing Western Union money transfer services.
Western Union currently has 23,000 agents in more than 130 countries
throughout the world. DFG receives a percentage of the fee charged by
Western Union for the transfer as its commission. For the twelve months
ended June 30, 1996, the Company's check cashing stores executed 284,000
wire transfers and generated total wire transfer fees of $1.5 million.
46
The Company has recently begun offering the following financial products as
part of its focus on becoming a full service provider of consumer financial
products and services, in addition to its existing basket of products and
services:
. Cash 'Til Payday Loan Program--DFG acts as an agent to offer unsecured
short-term loans to customers with established bank accounts and
verifiable employment. Loan sizes are up to $200, with terms of no
longer than 30 days.
. Personal Lines of Insurance--DFG has been conducting pilot marketing
programs with several insurance underwriters to provide life, accidental
death and dismemberment, and renters or "contents" insurance to its
customers. Under certain programs, the first of which began in February
1996, DFG acts as a remittance agent for non-qualifying life, accidental
death, and disability insurance. In other areas, licensed agents from
the carriers sell policies in the Company's stores. Customers can pay
for the policy in full or in periodic installments which may be made at
the Company's stores. DFG receives a percentage of the premium from the
underwriter for acting as remittance agent.
Kiosks
The Company operates 80 to 100 square-foot kiosks within pre-existing
convenience stores. These kiosks will eventually offer the same services as
stand-alone Company stores. DFG's management considers the key advantages of
the kiosk format to include: shared overhead costs, pooled advertising and
signage costs, and access to high-traffic areas and a potentially expanded
market.
On April 30, 1996, DFG signed an agreement with The Southland Corporation
(the "Southland Agreement") to purchase and operate kiosks within The
Southland Corporation's 7-Eleven stores. Pursuant to the Southland Agreement,
(i) DFG purchased six existing kiosks in Dallas, Texas and operates five
existing kiosks in Austin, Texas and (ii) DFG agreed to develop, construct and
operate an additional 19 kiosks in 7-Eleven stores located in the Dallas/Fort
Worth area. Under certain circumstances, the Company will be able to open an
additional 100 kiosks within existing 7-Eleven stores on the same or similar
terms as those that govern its existing kiosks.
Government Benefits Distribution
In addition to the other consumer financial products and services offered by
the Company, DFG stores in Philadelphia, Pittsburgh, Detroit, Southern
California, Washington and Ohio provide for the distribution of public
assistance benefits and food coupons. The Company believes that many state and
local governments have elected to employ this method of distribution as a
means of reducing administrative overhead and fraud which is often prevalent
when benefits are issued through the mail. DFG's government contracts require
the Company to provide continuous, uninterrupted operation of a benefits
transfer system during normal business hours in its check cashing locations.
The Company is paid on a per transaction basis by the contracting governmental
agency. The initial terms of these contracts range from one to five years and,
in some cases, provide the government agencies the opportunity to extend the
contract for additional periods. With only one exception, each government
contract to provide these types of services has been extended at every renewal
date since 1981.
47
The following chart outlines the terms and performance of DFG's existing
government contracts:
DFG'S EXISTING GOVERNMENT CONTRACT BUSINESS
FOR THE TWELVE MONTHS ENDED JUNE 30, 1996
(DOLLARS IN THOUSANDS)
NUMBER OF 1996 GOVT. 1996 GOVERNMENT
STORES UNDER CONTRACT TOTAL MARKET PERCENTAGE CONTRACT CONTRACT
MARKET CONTRACT REVENUE REVENUES OF TOTAL SINCE EXPIRES(1)
------ ------------ ---------- ------------ ---------- -------- ----------
Philadelphia, PA........ 20 $6,192 $ 9,226 67.1% 1979 1998
Michigan(2)............. 14 1,461 2,070 70.6% 1985 1999
Ohio(3)................. 16 836 2,936 28.5% 1983 1997
California(2)........... 13 711 10,103 7.0% 1984 1997
Pittsburgh, PA.......... 11 662 2,536 26.1% 1990 1998
Washington(4)........... 9 345 2,844 12.1% 1989 --
- --------
(1) As indicated above, although the current contracts expire on the date
indicated, it has been the Company's experience that such contracts are
typically renewed prior to their expiration. Certain of the contracts,
however, have no remaining option periods.
(2) In Michigan and California, the Company has contracts with two individual
counties. The expiration date in the chart indicates the earlier
expiration date of the two contracts.
(3) In Ohio, the Company has contracts with four individual counties. The
expiration date in the chart indicates the earliest expiration date of the
four contracts.
(4) The Washington contract continues until terminated by either party as
provided in the contract.
Although the Company believes that government contracts will comprise a
lower percentage of the Company's future revenues, it still plans to devote
resources to bidding for the renewal of its existing government contracts. The
Company has a very successful track record with respect to retaining
government contracts. With one exception, the Company has retained every
government contract on which it has rebid. Since past rebid proposals are
publicly available, the Company analyzes prior biddings and uses the
information to competitively rebid the current proposal. The Company believes
that these efforts, combined with its track record, will enable it to retain
its existing government contracts. However, there can be no assurance that the
Company will in fact be able to retain its existing government contracts.
DFG believes that, over the next few years, a number of state and local
government agencies will install electronic benefits transfer systems designed
to disburse public assistance benefits directly to individuals (sometimes
referred to as "EBT" systems). DFG already provides support and operating
services for the distribution of public assistance benefits pursuant to
contracts with state agencies in both New York State (through a subcontract)
and Pennsylvania. See "--Products and Services--Merchant Services Division."
Given its experience in providing such services, the Company may seek to
provide similar services for newly-installed EBT systems. However, the
installation of EBT systems may enable recipients of public assistance
benefits to receive such funds without cashing a government check. Therefore,
there can be no assurance that the installation of such systems will not have
a material adverse effect on the Company's results of operations or financial
condition.
MERCHANT SERVICES DIVISION
The Company's Merchant Services Division provides support and operating
services for the distribution of public assistance benefits through contracts
with state agencies in both New York State and Pennsylvania. EBT systems equip
participating merchants with point-of-sale ("POS") devices that are on-line
with the contracting agency's recipient database. In New York, DFG acts as a
subcontractor to Citibank, N.A. ("Citibank") to maintain and service
Citibank's network of electronic government benefits distribution to several
hundred merchants throughout the state. In Pennsylvania, DFG owns, operates,
and maintains the system which electronically distributes public assistance
benefits through fourteen of the Company's check cashing stores in the city of
Philadelphia.
48
New York
In 1988, the State of New York began issuing food stamp benefits through its
Electronic Benefits Issuance and Control System to 330,000 recipients on a
monthly basis through grocery stores and other merchants in 57 counties
outside of New York City. This package of benefits is currently distributed
electronically through POS devices located in over 1,300 grocery, convenience
and check cashing stores. These devices are directly connected to the state's
welfare recipient database and operate in a manner similar to ATM machines by
providing immediate verification when a recipient's magnetically encoded card
is scanned through the system.
Although Citibank provides the POS devices to the merchants, it has little
direct follow-up contact with either the distribution points or the benefits
recipients. DFG operates as a subcontractor to Citibank and is responsible for
monitoring and maintaining the network. The Company employs field agents and
administrative personnel headquartered in Albany, New York to train merchants
in the use of Citibank's POS terminals, monitor merchants for security
compliance and quality control and maintain accounting procedures to reconcile
benefit transactions at each site. The Company is paid on a fee-per-
transaction basis for its services.
Pennsylvania
In Pennsylvania, the Company owns the PenNet System, an EBT system that was
acquired from the Planning Resource Corporation in January 1993. The PenNet
system is operated in conjunction with some of the Company's Philadelphia-
based check cashing stores and certain grocery stores in other parts of the
state in order to assist in the distribution of food coupons and other public
benefits in Pennsylvania.
Within the PenNet system, recipient eligibility is determined at the state
welfare office where magnetic cards are generated and issued to recipients.
Recipient data is initially entered into the PenNet system at the county
assistance offices and is then updated daily at the PenNet data center in
Philadelphia. Recipients visit DFG's check cashing stores and other benefits
issuance sites throughout Philadelphia to receive their benefits, and must
present their magnetic cards to a teller who passes the card through a
scanning device. DFG is paid a monthly fee to operate and support this system.
49
STORE OPERATIONS
Locations
The following chart sets forth the number of stores in operation as of the
dates indicated:
DECEMBER 31, JUNE 30, DECEMBER 31,
-------------- -------------- ------------
MARKETS 1991 1992 1993 1994 1995 1996 1996
------- ---- ---- ---- ---- ---- ---- ------------
CA
Southern............................. 16 20 20 20 19 27 50
Northern............................. 0 0 0 0 13 13 77
PA
Philadelphia......................... 21 22 22 22 41 20 26
Pittsburgh........................... 12 13 13 12 14 11 11
OH
Cleveland............................ 17 13 13 13 11 11 26
Other Ohio Cities(1)................. 5 5 6 8 8 9 8
Phoenix, AZ.......................... 0 0 0 0 0 8 17
TX
Dallas............................... 0 0 0 0 0 6 11
Austin............................... 0 0 0 0 0 5 5
Detroit, MI(2)....................... 14 15 15 15 14 13 13
Norfolk, VA.......................... 0 19 19 19 14 14 14
Seattle, WA.......................... 0 0 0 0 9 9 9
Salt Lake City, UT................... 0 0 0 0 4 4 4
MD/DC................................ 0 0 0 0 0 0 4
Albuquerque, NM...................... 0 0 0 0 3 3 3
New Orleans, LA...................... 0 0 0 0 0 0 3
HI................................... 0 0 0 0 0 0 3
WI................................... 0 0 0 0 0 1 1
CANADA
Company.............................. 0 0 0 0 0 0 36
Franchised........................... 0 0 0 0 0 0 106
--- --- --- --- --- --- ---
Total Stores......................... 85 107 108 109 150 154 427
- --------
(1) These other cities include Akron, Canton, Youngstown and Cincinnati, Ohio.
(2) Includes a single store located in Kalamazoo, Michigan.
Management adheres to a strict set of market survey and location guidelines
when selecting acquisition targets and new store sites. The Company's store
base is a mix of urban sites, which are located in high-traffic shopping
areas, and suburban locations, which are in strip malls near multi-family
housing complexes. In the future, the Company plans to emphasize suburban
strip mall locations, particularly in the southeastern and western parts of
the United States.
Layout and Facilities
As part of its retail and customer-driven strategy, the Company presents a
clean and attractive environment and an appealing format for its check cashing
stores. DFG's check cashing stores are generally free standing with visible
signage on the storefront. Size varies by location, but the stores are
generally 1,000 to 1,400 square feet with approximately half of that space
allocated to the teller and back office areas. There are typically three to
five teller lanes available for customer transactions.
Operating hours vary by location, but are typically extended and designed to
cater to those customers who, due to work schedules, cannot make use of
"normal" banking hours. A typical store operates from 8:00 A.M. to 8:00 P.M.
during weekdays and Saturdays, and 10:00 A.M. to 5:00 P.M. on Sundays. In
certain locations, the Company operates stores on a 24-hour, seven-days-per-
week basis.
50
All of the Company's individual stores are leased, generally under leases
providing for an initial multi-year term and renewal terms from one to five
years. The Company generally assumes the responsibility for required leasehold
improvements, including signage, teller partitions, alarm systems, computers,
time-delayed safes and other office equipment. The leases relating to stores
that provide government benefits distribution typically allow for the
termination of a store's lease in the event of the loss of a material
government contract.
Technology
The Company currently has an enterprise-wide transaction processing computer
network. The Company believes that this system has improved customer service
by reducing transaction time and enabling the Company to better manage
returned check losses and comply with regulatory record-keeping and reporting
requirements.
The Company is currently developing and testing a POS transaction processing
system comprised of a networked hardware and software package with integrated
database and reporting capabilities. Management believes that the POS system
will provide its stores with instantaneous customer information, thereby
reducing transaction time and improving the efficiency of the Company's credit
verification process. When implemented, the POS system is expected to enhance
the Company's ability to offer new products and services and to improve its
customer service. The Company believes that it will begin outfitting its
stores with the POS system in fiscal 1997 and intends to spend up to $2.0
million over the next two years to purchase the necessary equipment and
implement the POS system.
Security
All check cashing operations are exposed to two major classes of theft:
robbery and internal theft. DFG management has implemented extensive security
systems, dedicated security personnel and management information systems which
address both areas of potential loss. Management believes that its systems are
among the most effective in the industry. Total net security losses
represented less than 0.5% of both total revenues and total check volume for
the twelve months ended June 30, 1996.
All store employees operate behind bullet-resistant glass and steel
partitions and the back office, safe and computer areas are locked and closed
to customers. Each store's security measures include safes, electronic alarm
systems monitored by third parties, control over entry to teller areas,
detection of entry through perimeter openings, walls, and ceilings and the
tracking of all employee movement in and out of secured areas. In addition, as
security contracts expire and as new stores are opened, the Company is
centralizing its security measures to strengthen and improve its control over
the secured areas. This centralized system includes the following security
measures in addition to those mentioned above: identical alarm systems in all
stores, remote control over alarm systems, arming/disarming and changing user
codes, and mechanically and electronically controlled time-delay safes.
Due to the high volumes of cash, food stamps, and negotiable instruments
handled at the Company's locations, daily monitoring, unannounced audits and
immediate response to irregularities are critical in combating theft and
fraud. The Company has retained the accounting firm of Ernst & Young LLP for
an internal auditing program which includes unannounced store audits at every
store.
ADVERTISING AND MARKETING
The Company is continually surveying and researching its customer trends and
purchasing patterns in order to place the most effective advertising for each
market. The Company's corporate marketing department's promotions typically
include point-of-sale materials, advertising support, and store personnel
instructions on the use of the materials. The Company also arranges
cooperative advertising for its products and services. For example, the
Company does significant cooperative advertising with Western Union. Store
managers are also provided with local store marketing training that sets
standards for promotions and marketing their store on a local level. A
national yellow page company is utilized to place all yellow page advertising
as effectively and prominently as possible. The Company does research into
directory selection to assure effective communication to its target customers.
51
COMPETITION
The check cashing industry in the United States is highly competitive and
will become even more so as the industry consolidates. American Business
Information, Inc. has reported that as of July 1996, a total of approximately
5,400 check cashing stores were operating in the United States.
DFG, with 426 stores, is the second largest check cashing store network in
the United States. ACE Cash Express, Inc. operates the largest check cashing
store network in the United States, operating 680 stores in 29 states as of
September 6, 1996. The ten largest chains control less than 30% of the total
stores which reflects the fragmented nature of the check cashing industry.
In addition to other check cashing stores in the U.S. and Canada, DFG
competes with banks and other financial services entities, and retail
businesses, such as grocery and liquor stores, which will cash checks for
their customers. Some competitors, primarily grocery stores, do not charge a
fee to cash a check. However, these merchants provide this service to a
limited number of customers with superior credit ratings, and will typically
only cash "first party" checks, or those written on the customer's account and
made payable to the store.
REGULATION
The Company is subject to regulation in several of the jurisdictions in
which it operates, including jurisdictions that regulate check cashing fees,
require prompt remittance of money order proceeds to money order suppliers or
require the registration of check cashing companies. In addition, the Company
is subject to federal and state regulation which requires the reporting and
recording of certain currency transactions and certain of the Company's
operations are also subject to federal and state regulations governing
consumer protection and lending practices.
State Regulation
To date, the regulation of check cashing fees has been restricted to the
state level. The Company is currently subject to fee regulation in two states,
Ohio and California, where regulations set maximum fees for various types of
checks in an attempt to prevent usurious pricing practices. However, the
Company's fees are well below the ceilings currently established in such
states.
The following chart presents a summary of current state fee regulations for
check cashing operations in those states where the Company's check cashing
stores are currently located:
CURRENT CHECK CASHING FEE REGULATIONS
California:Maximum of 3.0% fee for government and payroll checks (3.5%
without specified identification) or $3.00, whichever is
greater. Permits one-time $10.00 fee to issue
identification. Ceiling fees set in 1992.
Ohio: Maximum of 3.0% fee for government checks. Ceiling fees set
in 1993.
The Company operates a total of 129 stores in California and Maryland. These
states are among those that have so-called "prompt remittance" statutes. Such
statutes specify a maximum time for the payment of proceeds from the sale of
money orders to the issuer of such money orders thereby limiting the number of
days or "float" which the Company has use of the money from the sale of such
money orders. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Liquidity and Capital Resources."
In addition, certain states, including California, Ohio, Arizona and
Louisiana, have enacted licensing requirements for check cashing stores. Other
states, including Ohio, require the conspicuous posting of the fees charged by
each store. A number of states, including Ohio, also have imposed record
keeping requirements while others require check cashing stores to file fee
schedules with the state.
52
In Canada, the federal government does not directly regulate the check
cashing industry nor do provincial governments impose any regulations specific
to the industry. The exception is in the Province of Quebec where check
cashing stores are not permitted to charge a fee to cash government checks.
The adoption of check cashing fee regulations and prompt remittance statutes
in additional jurisdictions or the reduction of maximum allowable fees in the
jurisdictions currently regulating check cashing could have an adverse effect
on the Company's business and could restrict the ability of the Company to
expand its operations into certain states. As the Company develops new
products and services in the insurance and consumer finance areas, it may
become subject to additional federal and state regulations governing those
areas.
In addition to fee regulations and prompt remittance statutes, certain
jurisdictions have also (i) placed limitations on the commingling of money
order proceeds and (ii) established minimum bonding or capital requirements.
The Company's consumer lending activities are subject to certain state and
federal regulations, including, but not limited to, regulations governing
lending practices and terms, such as truth in lending and usury laws.
There can be no assurance that the Company will not be materially adversely
affected by legislation or regulations enacted in the future or that existing
regulations will not restrict the ability of the Company to continue its
current methods of operations or to expand its operations.
Federal Regulation
Pursuant to regulations promulgated under the Bank Secrecy Act by the U.S.
Treasury Department, transactions involving currency in an amount greater than
$10,000 or the purchase of monetary instruments for cash in amounts from
$3,000 to $10,000 must be recorded. In general, every financial institution,
including the Company, must report each deposit, withdrawal, exchange of
currency or other payment or transfer, whether by, through or to the financial
institution that involves currency in an amount greater than $10,000. In
addition, multiple currency transactions must be treated as single
transactions if the financial institution has knowledge that the transactions
are by, or on behalf of, any one person and result in either cash-in or cash-
out totaling more than $10,000 during any one business day. Management
believes that the Company's POS system and employee training programs are
essential to the Company's compliance with these regulatory requirements.
From time to time, legislation is introduced at the state or federal level
which could have a broad impact on the Company's business. During 1995, a bill
was introduced in the U.S. House of Representatives which would, in part,
require states to license check cashers. In the opinion of management, the
passage of this bill in its current form would not materially impact the
Company's operations.
In 1994, Congress passed a bill which suggests, but does not require, that
check cashers disclose their fees to both customers and state regulators and
suggests that the states establish uniform laws for licensing and regulating
check cashers. In addition, the bill requires check cashers to register with
the U.S. Treasury Department. Specific regulations governing these
registration requirements have not yet been issued. The provisions of the bill
have not materially impacted the Company's operations.
PROPRIETARY RIGHTS
The Company has the rights to a variety of service marks relating to
products or services it provides in its stores. In addition, the Company has
trademarks relating to the various names under which the Company's stores
operate. The Company does not believe that any of its service marks or
trademarks are material to its business.
INSURANCE COVERAGE
The Company is required to maintain insurance coverage against loss,
including theft, pursuant to its contracts with several state agencies. In
addition, the Company maintains insurance coverage against criminal acts,
which coverage has a $25,000 deductible.
53
EMPLOYEES
As of December 31, 1996, the Company employed approximately 1,680 persons,
comprised of: (i) 70 persons employed in the Company's accounting, MIS, legal
and administrative departments, (ii) 1,570 persons employed by the Retail
Stores Division, including tellers, store managers, regional supervisors,
operations directors and administrative personnel and (iii) 40 persons
employed by the Merchant Services Division who oversee operations, coordinate
the activities of field personnel and manage the benefits distribution systems
in New York State and Pennsylvania.
None of the Company's employees is represented by labor unions, and
management believes that its relations with its employees are good.
LEGAL PROCEEDINGS
In May 1996, a complaint was filed against the Company and one of its
subsidiaries (in the case styled Adrian Rubin v. Monetary Management Corp.,
Monetary Management Corporation, Monetary Management Holdings, Inc., Jeffrey
A. Weiss and Donald F. Gayhardt, Phila. Co. CCP, May Term, 1996, Civil Action
No. 888) relating to the acquisition in February 1995 of the assets of 19
check cashing stores from ARI, Inc. for consideration consisting, in part, of
a $2.7 million note issued by such subsidiary (which note is not guaranteed by
the Company). The seller has sued for breach of contract, breach of oral
guaranty, fraudulent inducement, negligent misrepresentation and fraudulent
misrepresentation, for which he contends he is entitled to in excess of $2.7
million, plus punitive damages and attorney's fees. The Company intends to
actively contest each of the causes of action asserted in the complaint.
The Company is not a party to any other material litigation and is not aware
of any pending or threatened litigation, other than routine litigation and
administrative proceedings arising in the ordinary course of business, that
would have a material adverse effect on the Company.
54
MANAGEMENT
DIRECTORS AND OFFICERS
The directors and officers of Holdings as of the date of this Prospectus and
their respective ages and positions with Holdings are set forth below:
NAME AGE POSITION
---- --- --------
Jeffrey Weiss................ 52 Chairman of the Board of Directors, President
and Chief Executive Officer
Donald Gayhardt.............. 32 Executive Vice President, Chief Financial
Officer, Secretary, Treasurer and Director
Nora Kerppola................ 31 Director
Wesley Lang, Jr.............. 39 Director
Paul Gelburd................. 39 Director
Joshua Brain................. 41 Director
The directors and officers of DFG as of the date of this Prospectus and
their respective ages and positions with DFG are set forth below:
NAME AGE POSITION
---- --- --------
Jeffrey Weiss................... 52 Chairman of the Board of Directors,
President and Chief Executive Officer
Donald Gayhardt................. 32 Executive Vice President, Chief Financial
Officer, Secretary, Treasurer and Director
Peter Sokolowski................ 35 Vice President--Finance
Bernard Flaherty................ 46 Vice President--Store Operations
Michael Marcus.................. 35 Vice President--Information Systems
Jeffrey Weiss has served as the Chairman, President and Chief Executive
Officer of DFG and Holdings since the Company's acquisition by an affiliate of
Bear Stearns in May 1990. Until June 1992, Mr. Weiss was also a Managing
Director at Bear Stearns & Co. Inc. ("Bear Stearns") with primary
responsibility for the firm's investments in small to mid-sized companies, in
addition to serving as Chairman and Chief Executive Officer for several of
these companies. Mr. Weiss is the author of several popular financial guides.
Donald Gayhardt joined DFG as a full-time employee in October 1992 and
currently has responsibility for business development, finance, treasury and
general administrative functions. Mr. Gayhardt has also served on the Board of
Directors of Holdings since 1990, and on the Board of Directors of DFG since
1993. Prior to joining the company, Mr. Gayhardt was employed by Bear Stearns
from 1988 to 1993, most recently as an Associate Director in the Principal
Activities Group, where he had oversight responsibility for the financial and
accounting functions at a number of manufacturing, distribution and retailing
firms, including DFG. Prior to joining Bear Stearns, Mr. Gayhardt held
positions in the mergers and acquisitions advisory and accounting fields.
Peter Sokolowski has been Vice President--Finance of DFG since June 1991 and
has overall responsibility for the Company's accounting systems and controls,
as well as financial management. Prior to joining the Company, Mr. Sokolowski
worked in various financial positions in the commercial banking industry.
Bernard Flaherty joined DFG in May 1995 as Vice President--Store Operations.
Mr. Flaherty's 22 years of multi-unit retail experience includes both
operations and marketing responsibilities. Prior to joining the Company, Mr.
Flaherty served as Vice President of Sales/Marketing for Coastal Mart, Inc.
for two years. Prior to that, Mr. Flaherty had an extensive 20-year career
with The Southland Corporation.
55
Michael Marcus has been Vice President--Information Systems of DFG since
1992. Mr. Marcus is responsible for the data processing and information
technology functions and has developed an enterprise-wide store management
system which includes financial reporting and inventory control. Prior to
joining DFG, Mr. Marcus was employed in artificial intelligence programming
with E.I. du Pont de Nemours and Company.
Nora Kerppola has been a director of Holdings since January 1995. She is a
General Partner of WPG Private Equity Partners, L.P., the general partner of
WPG Corporate Development Associates IV, L.P., a shareholder of Holdings.
Prior to joining WPG in 1994, she worked as a private equity investor for four
years with Investor International (U.S.), a subsidiary of Sweden's Wallenberg
Group. Ms. Kerppola began her career at CS First Boston Corporation, where she
was an Associate in the Investment Banking Department.
Wesley Lang, Jr. has been a director of Holdings since June 1994. He has
been a principal of WPG since 1987, and was elected to that firm's Executive
Committee in 1994. Mr. Lang is currently a Managing General Partner of WPG
Private Equity Partners, L.P., the general partner of WPG Corporate
Development Associates IV, L.P. Prior to joining WPG in 1985, he specialized
in acquisition financing at Manufacturers Hanover Trust Company. He also
serves as a director of Durakon Industries, Inc. and Chyron Corporation.
Paul Gelburd is a Senior Vice President in the Equity Capital Group of GECC
specializing in strategic investments. Mr. Gelburd has been a director of
Holdings since August 1996. He joined GECC in 1995 from Columbia Financial
Partners, a private equity investment firm, where he was a partner since 1992.
Prior to Columbia Financial Partners, Mr. Gelburd was a partner at Putnam,
Lovell & Co., a boutique investment advisory firm specializing in the money
management industry. From 1984 to 1990, Mr. Gelburd was a member of the
Mergers and Acquisitions group at Morgan Stanley, where he specialized in
financial institutions. Prior to Morgan Stanley, Mr. Gelburd was a member of
the energy and technology practice at Booz, Allen & Hamilton.
Joshua Brain has been a director of Holdings since September 1996, the month
in which he joined Pegasus Financial LLC as a principal. Prior to joining
Pegasus Financial LLC, Mr. Brain was a Managing Director and a member of the
management committee at Financial Security Assurance Inc., a New York monoline
financial guaranty company which he joined in 1989. From 1983 to 1989, Mr.
Brain practiced law with Cleary, Gottlieb, Steen & Hamilton in New York.
COMPENSATION OF DIRECTORS
Directors are not provided with any compensation for their services other
than the reimbursement of expenses associated with attending meetings of the
Boards of Directors or any committee thereof.
COMMITTEES
There are currently no committees of the Boards of Directors.
56
EXECUTIVE COMPENSATION
The following table sets forth information with respect to the compensation
of the Chief Executive Officer and each of the other executive officers of the
Company who had annual compensation in fiscal year 1996 in excess of $100,000
(the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------ -------------
OTHER ANNUAL SECURITIES
NAME AND PRINCIPAL COMPEN- UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS SATION(1) OPTIONS(#)(3) COMPENSATION
------------------ ---- -------- -------- ------------ ------------- ------------
Jeffrey Weiss........... 1996 $350,000 $231,272 $4,750
Chairman, President and 1995 350,000 189,000 $67,364 6,246
Chief Executive Officer 1994 261,384 242,500 3,750 4,620
Donald Gayhardt.........
Executive Vice 1996 140,000 67,760 4,135
President and Chief 1995 140,000 75,600 6,008
Financial Officer 1994 130,000 59,500 1,250 5,064
Bernard Flaherty(2)..... 1996 105,000 10,000 1,987
Vice President--Store 1995 13,125 0 214
Operations
- --------
(1) Includes $18,582 paid for Mr. Weiss in 1995 for a Company leased vehicle
and $26,453 paid for life insurance premiums on policies where the Company
was not the named beneficiary. Perquisites and other personal benefits
provided to each other Named Executive Officer did not exceed the lesser
of $50,000 or 10% of the total salary and bonus for such Named Executive
Officer.
(2) Mr. Flaherty joined the Company in May 1995.
(3) The amounts shown in this column represent stock options with respect to
shares of Holdings Common Stock which were issued in each fiscal year. No
options to purchase Holdings Common Stock or SARs were granted in fiscal
1996 or 1995 to the Named Executive Officers.
The following table sets forth information concerning options to purchase
Holdings Common Stock held by each of the Named Executive Officers as of the
fiscal year ended June 30, 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES(1)
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR END FISCAL YEAR END(2)
NAME -------------------------- -------------------------
- ---- EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
Jeffrey Weiss.............. 1,750/2,000 $1,050,000/$525,000
Donald Gayhardt............ 583/667 349,800/175,200
- --------
(1) No options were exercised and no SARs were granted in the last fiscal
year.
(2) An assumed fair market value of $1,600 per share was used to calculate the
value of the options. As the shares are not traded in an established
public market, the value assigned is based on the price received in the
Equity Transaction.
57
EMPLOYMENT AGREEMENTS
Jeffrey Weiss
Mr. Weiss, Chairman, President and Chief Executive Officer of Holdings and
DFG, is employed pursuant to an Employment Agreement (the "Weiss Agreement")
dated as of August 8, 1996, between Mr. Weiss, DFG and Holdings (DFG and
Holdings being collectively referred to herein as the "Employer"). The Weiss
Agreement provides for an annual base salary of $400,000, to be adjusted
upward annually at the discretion of the Board of Directors of Holdings. In
addition, Mr. Weiss is eligible to receive an annual bonus in an amount equal
to 60% of his base salary, contingent upon the Employer achieving 100% of its
targeted results (with certain adjustments to the extent the Employer achieves
results short of or in excess of its targeted results). Under certain
circumstances, Mr. Weiss is entitled to the payment of a severance benefit
equal to the sum of two years' base salary and the cash bonus received for the
most recently completed two fiscal years.
The Weiss Agreement also provides for a three year term, terminating on the
later of August 8, 1999 and the first anniversary of the date on which the
Employer gives Mr. Weiss written notice of termination, unless the Weiss
Agreement is otherwise terminated pursuant to its terms. Pursuant to the Weiss
Agreement, Mr. Weiss was granted non-qualified options to acquire up to 2,625
shares of Holdings Common Stock. See "Principal Shareholders." Mr. Weiss is
eligible to participate in all fringe benefit programs of the Employer offered
from time to time to its senior management employees.
Pursuant to the Weiss Agreement, Mr. Weiss has agreed that effective upon
termination, and in consideration for the payment of a severance benefit, he
will not compete with the Employer within the United States for a period of
two years.
Donald Gayhardt
Mr. Gayhardt, Executive Vice President and Chief Financial Officer of
Holdings and DFG, is employed pursuant to an Employment Agreement (the
"Gayhardt Agreement") dated as of August 8, 1996, between Mr. Gayhardt and the
Employer. The Gayhardt Agreement provides for an annual base salary of
$160,000, to be adjusted upward annually at the discretion of the Board of
Directors of Holdings. In addition, Mr. Gayhardt is eligible to receive an
annual bonus in an amount equal to 60% of his base salary, contingent upon the
Employer achieving 100% of its targeted results (with certain adjustments to
the extent the Employer achieves results short of or in excess of its targeted
results). Under certain circumstances, Mr. Gayhardt is entitled to the payment
of a severance benefit equal to the sum of one year's base salary and the cash
bonus received for the most recently completed calendar year.
The Gayhardt Agreement also provides for a three year term, terminating on
the later of August 8, 1999 and the first anniversary of the date on which the
Employer gives Mr. Gayhardt written notice of termination, unless the Gayhardt
Agreement is otherwise terminated pursuant to its terms. Pursuant to the
Gayhardt Agreement, Mr. Gayhardt was granted non-qualified options to acquire
up to 875 shares of Holdings Common Stock. See "Principal Shareholders." Mr.
Gayhardt is eligible to participate in all fringe benefit programs of the
Employer offered from time to time to its senior management employees.
Pursuant to the Gayhardt Agreement, Mr. Gayhardt has agreed that effective
upon termination, and in consideration for the payment of a severance benefit,
he will not compete with the Employer within the United States for a period of
one year.
58
PRINCIPAL SHAREHOLDERS
All of the issued and outstanding shares of capital stock of the Company are
owned by Holdings.
The following table sets forth as of December 31, 1996 the number of shares
of Holdings Common Stock owned beneficially by (a) each person that is the
beneficial owner of more than 5% of Holdings Common Stock, (b) all directors
and nominees, (c) the Named Executive Officers and (d) all directors and
executive officers as a group. The address of each officer and director is c/o
the Company unless otherwise indicated. As of such date, there were a total of
30,691.78 shares of Holdings Common Stock outstanding.
BENEFICIAL OWNER NUMBER PERCENT
---------------- --------- -------
WPG Corporate Development Associates IV, L.P. and
WPG Corporate Development Associates IV (Overseas), L.P. ... 17,877.74 58.25%
One New York Plaza
New York, New York 10004
PAG Dollar Investors LLC and Pegasus Partners, L.P........... 6,250.00 20.36%
591 West Putnam Avenue
Greenwich, Connecticut 06831
General Electric Capital Corporation......................... 4,375.00 14.25%
260 Long Ridge Road
Stamford, Connecticut 06927
Jeffrey Weiss(1)............................................. 2,524.98 7.63%
Donald Gayhardt(2)........................................... 841.66 2.67%
Wesley W. Lang, Jr.(3)....................................... 24.73 0.08%
c/o Weiss, Peck & Greer
One New York Plaza
New York, New York 10004
Nora Kerppola (4)............................................ 14.84 0.05%
c/o Weiss, Peck & Greer
One New York Plaza
New York, New York 10004
All directors and officers as a group (9 persons)(5)......... 3,424.21 10.10%
- --------
(1) Includes options to purchase an aggregate of 2,406.25 shares of Holdings
Common Stock which are currently exercisable or which can be exercised
within 60 days. Jeffrey Weiss holds options to purchase an aggregate of
5,325 shares of Holdings Common Stock, consisting of: (i) options to
purchase 2,625 shares of Holdings Common Stock at a price of $1,000 per
share (such options vest in equal monthly increments over three years,
commencing in July 1994 (and all become immediately vested upon the
occurrence of certain circumstances), and have a term of ten years from
June 30, 1994); (ii) options to purchase 1,125 shares of Holdings Common
Stock with an initial exercise price of $1,000 per share on June 30, 1994,
with the exercise price increasing by 40% on each of June 30, 1995, 1996,
1997, 1998 and 1999, in each case over the exercise price of the prior
year, with an exercise price of $5,000 per share from and after June 30,
1999 (such options are fully vested but are exercisable only in the event
of a change of control of Holdings or an initial public offering of
Holdings Common Stock); and (iii) options to purchase 1,575 shares of
Holdings Common Stock at an exercise price of $1,600 per share (such
options are exercisable only in the event that, at the time of exercise,
WPG has realized an internal rate of return of 35% or more on its equity
investment in Holdings made in August 1996).
(2) Includes options to purchase an aggregate of 802.08 shares of Holdings
Common Stock which are currently exercisable or which can be exercised
within 60 days. Donald Gayhardt holds options to purchase an aggregate of
1,775 shares of Holdings Common Stock, consisting of: (i) options to
purchase 875 shares of Holdings Common Stock at a price of $1,000 per
share (such options vest in equal monthly increments over three years,
commencing in July 1994 (and all become immediately vested upon the
occurrence of certain circumstances), and have a term of ten years from
June 30, 1994); (ii) options to purchase 375 shares of Holdings Common
Stock with an initial exercise price of $1,000 per share on June 30, 1994,
with the exercise price increasing by 40% on each of June 30, 1995, 1996,
1997, 1998 and 1999, in each case over the exercise price of the prior
year, with an exercise price of $5,000 per share from and after June 30,
1999 (such options are fully vested but are exercisable only in the event
of a change of control of Holdings or an initial public offering of
Holdings Common Stock); and (iii) options to purchase 525 shares of
Holdings Common Stock at an exercise price of $1,600 per share (such
options are exercisable only in the event that, at the time of exercise,
WPG has realized an internal rate of return of 35% or more on its equity
investment in Holdings made in August 1996).
(3) Mr. Lang, Jr. serves as a Managing General Partner of the general partner
of WPG Corporate Development Associates IV, L.P. and as a Managing General
Partner and director of the domestic and overseas General Partners,
respectively, of WPG Corporate Development Associates IV (Overseas), L.P.
Mr. Lang, Jr. disclaims beneficial ownership of Holdings Common Stock
owned by those entities.
(4) Ms. Kerppola serves as a general partner of the general partner of WPG
Corporate Development Associates IV, L.P. and of the domestic general
partner of WPG Corporate Development Associates IV (Overseas), L.P. Ms.
Kerppola disclaims beneficial ownership of Holdings Common Stock owned by
those entities.
(5) Includes 3,208.33 shares subject to currently exercisable options or
options exercisable within 60 days.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SHAREHOLDERS AGREEMENT
Holdings entered into an Amended and Restated Shareholders Agreement dated
August 8, 1996 (the "Shareholders Agreement") with certain shareholders
signatory thereto (the "Shareholders "), including GECC, WPG Corporate
Development Associates IV, L.P. ("CDA IV Domestic"), WPG Corporate Development
Associates IV (Overseas), L.P. (together with CDA IV Domestic, the "CDA
Funds"), Pegasus, PAG Dollar Investors LLC (together with CDA Funds, GECC and
Pegasus, the "Investors"), Jeffrey Weiss and Donald Gayhardt (together with
Jeffrey Weiss, each a "Management Shareholder"). The Shareholders Agreement
will remain in effect until (1) Holdings Common Stock has been sold in public
offerings registered under the Securities Act with gross proceeds of not less
than $35.0 million, (2) Holdings Common Stock is listed on a national
securities exchange and (3) the number of registered or beneficial holders of
Holdings Common Stock exceeds 500.
Transfer Restrictions
The Shareholders Agreement provides, among other things, for certain
restrictions on the disposition of Holdings Common Stock. Unless a transfer of
Holdings Common Stock which is subject to the Shareholders Agreement is made
in accordance with the terms of such agreement, such transfer will be void and
of no force or effect. Subject to certain exceptions described below, Holdings
Common Stock may not be transferred prior to June 30, 1999 or otherwise
pledged, assigned or delivered as security for indebtedness.
Holdings Common Stock may not be transferred unless the transferring
Shareholder first provides notice to Holdings and each of the remaining
Shareholders. Upon such notice, each Shareholder will have the right to offer
to purchase all, but not less than all, of the shares being offered by the
transferring Shareholder. Such offer may then be accepted or rejected by the
transferor. Any shares of Holdings Common Stock which are subsequently
transferred to a non-Shareholder transferee will remain subject to the terms
and conditions of the Shareholders Agreement.
Repurchase of Shares
Upon the termination of employment of a Management Shareholder by reason of
his death or permanent disability, or upon the death of a Management
Shareholder following termination of his employment, Holdings must purchase
all of the shares of Holdings Common Stock then owned by such Management
Shareholder. Upon the termination of employment of a Management Shareholder
under any other circumstances, Holdings will have the option to purchase all
or any portion of the shares owned by such Management Shareholder. Upon notice
from Holdings, the remaining Management Shareholder will have the right to
purchase all or any portion of the shares which were not purchased by
Holdings. The purchase price of shares purchased pursuant to both mandatory
and optional repurchases will be the fair market value of such shares as
determined pursuant to the Shareholders Agreement. Holdings will not be
obligated to make any repurchase, nor will it have the right to do so, to the
extent any such repurchase would result in a violation of applicable law or
any contract to which Holdings is a party.
Registration Rights
The Shareholders Agreement also provides for demand and incidental (or
"piggyback") registration rights. Each of the CDA Funds, Pegasus and GECC have
demand registration rights pursuant to which, at any time after 90 days after
the first registration of shares of Holdings Common Stock under the Securities
Act (other than pursuant to an employee benefit plan), each may make a written
request of Holdings to register all or part of such Shareholder's Holdings
Common Stock. Each remaining Shareholder may then elect to include its shares
of Holdings Common Stock in the demand registration. The CDA Funds, Pegasus
and GECC are entitled to two demand registrations until such time that
Holdings is eligible to register its securities pursuant to a Registration
Statement on Form S-3, after which such Shareholders will be entitled to an
unlimited number of demand registrations. All demand registrations are subject
to the condition that they not adversely affect a pending underwritten
offering or other significant business transaction.
Until August 8, 2006, whenever Holdings proposes to register any equity
securities under the Securities Act (other than pursuant to an employee
benefit plan or in connection with an acquisition or similar transaction), it
60
must include in such registration all shares of Holdings Common Stock which
the Shareholders request to have registered, subject to the condition that not
all of such shares may be registered if only a reduced number can be sold
without having a material adverse effect on the offering.
Pursuant to the Shareholders Agreement, Holdings has agreed not to grant any
other demand or piggyback registration rights with respect to Holdings Common
Stock, other than piggyback registration rights that are not inconsistent with
the terms of the Shareholders Agreement.
Co-Sale and Preemptive Rights
Pursuant to the Shareholders Agreement, no Investor may accept one or more
third-party offers to transfer in excess of one-third of the aggregate number
of shares of Holdings Common Stock owned by such Investor as of August 8, 1996
unless each Shareholder has been offered an equal opportunity to participate
in such transaction.
In addition, each Shareholder has the preemptive right to subscribe for its
proportional share of any class of securities which Holdings proposes to issue
or sell, other than shares issued pursuant to the exercise of options or
warrants or in connection with the acquisition of any business.
Additional Shareholder Rights
In addition to its other rights and obligations as a Shareholder, GECC has
the right to offer to purchase certain equity securities of Holdings in the
event Holdings raises capital through the issuance of equity securities not
involving a public offering. This right of GECC will apply only to the first
$3.0 million of equity securities which Holdings may issue, and Holdings will
have no obligation to accept an offer from GECC if Holdings proposes to issue
shares at a price which is less than $1,600 per share. GECC's offer is subject
to certain other limitations and may be rejected by Holdings. Furthermore,
GECC has certain preemptive rights with respect to certain transactions
involving a change in control of Holdings or the sale of all or substantially
all of Holdings' and its subsidiaries' assets.
In the event that the CDA Funds and either Pegasus or GECC desire to
transfer all or substantially all of their Holdings Common Stock in a single
or series of related transactions, such Shareholders have the right to require
all of the Shareholders to transfer to the purchaser an equal proportion of
their shares at the same price and on the same terms and conditions.
Grant of Proxy
Certain shareholders of Holdings have granted to CDA IV Domestic their proxy
to vote all of their shares, which proxy is irrevocable and binding on all
transferees. In addition, the Shareholders have agreed to vote their shares so
that (1) the number of members of the Board of Directors remains at six, (2)
the Shareholders elect (a) two nominees selected by the CDA Funds, (b) one
nominee designated by Pegasus, (c) one nominee designated by GECC and (d) two
nominees designated by the Management Shareholders, (3) the nominating
Shareholders have the right to remove their nominees from the Board of
Directors for or without cause and replace them upon such removal and (4) the
nominating Shareholders have the right to designate replacement directors to
fill any vacancies created by their nominees ceasing to serve as directors
during such directors' terms of office.
Supermajority
The Shareholders Agreement also provides for certain supermajority
requirements. These provisions require the approval by certain Shareholders'
nominees of certain actions contemplated by Holdings or any of its
subsidiaries. In addition, if after August 8, 1999 any of the directors
selected by the Investors desire that Holdings make an initial public offering
of its securities, and if the other Investors are unwilling to approve such
offering, the Investors will take such actions as are reasonably necessary to
effect a sale of Holdings and its subsidiaries as a going concern.
LOAN TO AN OFFICER/DIRECTOR
Jeffrey Weiss received a loan on June 30, 1994 from the Company in the
amount of $200,000. Interest accrues on the unpaid principal balance at a
fixed rate of 9.25%. The loan is payable on the first to occur of (i) June 30,
1997, (ii) 90 days following his voluntary resignation or the termination of
his employment for cause, and (iii) one year following the termination of his
employment relationship with the Company for any other reason.
61
THE EXCHANGE OFFER
PURPOSE AND EFFECT
The Old Notes were issued under an Indenture, dated as of November 15, 1996,
which requires that the Company file a registration statement under the
Securities Act with respect to the New Notes and, upon the effectiveness of
such registration statement, offer to the holders of the Old Notes the
opportunity to exchange their Old Notes for a like principal amount of New
Notes, which will be issued without a restrictive legend and, except as set
forth below, may be reoffered and resold by the holder without registration
under the Securities Act. Upon the completion of the Exchange Offer, the
Company's obligations with respect to the registration of the Old Notes and
the New Notes will terminate, except as provided below. A copy of the
Indenture and the Registration Rights Agreement delivered in connection
therewith have been filed as exhibits to the Registration Statement of which
this Prospectus is a part. As a result of the filing and the effectiveness of
the Registration Statement, certain prospective increases in the interest rate
on the Old Notes provided for in the Registration Rights Agreement will not
occur. Following the completion of the Exchange Offer, holders of Old Notes
not tendered will not have any further registration rights, except as provided
below, and the Old Notes will continue to be subject to certain restrictions
on transfer. Accordingly, the liquidity of the market for the Old Notes could
be adversely affected upon completion of the Exchange Offer.
Based on an interpretation by the staff of the Commission set forth in no-
action letters issued to third-parties, the Company believes that New Notes
issued pursuant to the Exchange Offer in exchange for Old Notes may be offered
for resale, resold and otherwise transferred by a holder thereof (other than
any such holder that is an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act) without compliance with the registration
and prospectus delivery provisions of the Securities Act, provided that such
holder represents to the Company that (i) such New Notes are acquired in the
ordinary course of business of such holder, (ii) such holder is not engaging
in and does not intend to engage in a distribution of such New Notes and (iii)
such holder has no arrangement or understanding with any person to participate
in the distribution of such New Notes. Any holder who tenders in the Exchange
Offer for the purpose of participating in a distribution of the New Notes
cannot rely on such interpretation by the staff of the Commission and must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction. Each broker-
dealer that receives New Notes for its own account in exchange for Old Notes,
where such Old Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of such New Notes. See "Plan of Distribution."
In the event that any holder of Old Notes would not receive freely tradeable
New Notes in the Exchange Offer or is not eligible to participate in the
Exchange Offer, such holder can elect, by so indicating on the Letter of
Transmittal and providing certain additional necessary information, to have
such holder's Old Notes registered in a "shelf" registration statement on an
appropriate form pursuant to Rule 415 under the Securities Act.
In the event that the Company is obligated to file a "shelf" registration
statement, it will be required to keep such "shelf" registration statement
effective for a period of three years or such shorter period that will
terminate when all of the Old Notes covered by such registration statement
have been sold pursuant thereto. Other than as set forth in this paragraph, no
holder will have the right to require the Company to register such holder's
Notes under the Securities Act. See "Procedures for Tendering Old Notes."
TERMS OF THE EXCHANGE OFFER; PERIOD FOR TENDERING OLD NOTES
Upon the terms and subject to the conditions set forth in this Prospectus
and in the accompanying Letter of Transmittal (which together constitute the
Exchange Offer), the Company will accept for exchange Old Notes which are
properly tendered on or prior to the Expiration Date and not withdrawn as
permitted below. As used herein, the term "Expiration Date" means 5:00 P.M.,
New York City time, on April 9, 1997; provided, however, that if the Company,
in its sole discretion, has extended the period of time during which the
Exchange Offer is open, the term "Expiration Date" means the latest time and
date to which the Exchange Offer is extended.
62
As of the date of this Prospectus, $110,000,000 aggregate principal amount
of the Old Notes is outstanding. This Prospectus, together with the Letter of
Transmittal, is first being sent on or about March 12, 1997, to all Holders of
Old Notes known to the Company. The Company's obligation to accept Old Notes
for exchange pursuant to the Exchange Offer is subject to certain customary
conditions as set forth under "--Certain Conditions to the Exchange Offer"
below.
The Company expressly reserves the right, at any time or from time to time,
to extend the period of time during which the Exchange Offer is open, and
thereby delay acceptance for exchange of any Old Notes, by giving oral or
written notice of such extension to the Holders thereof as described below.
During any such extension, all Old Notes previously tendered will remain
subject to the Exchange Offer and may be accepted for exchange by the Company.
Any Old Notes not accepted for exchange for any reason will be returned
without expense to the tendering Holder thereof as promptly as practicable
after the expiration or termination of the Exchange Offer.
Old Notes tendered in the Exchange Offer must be in denominations of
principal amount of $ 1,000 or any integral multiple thereof.
The Company expressly reserves the right to amend or terminate the Exchange
Offer, and not to accept for exchange any Old Notes not theretofore accepted
for exchange, upon the occurrence of any of the conditions of the Exchange
Offer specified below under "--Certain Conditions to the Exchange Offer." The
Company will give oral or written notice of any extension, amendment, non-
acceptance or termination to the Holders of the Old Notes as promptly as
practicable, such notice in the case of any extension to be issued by means of
a press release or other public announcement no later than 9:00 a.m., New York
City time, on the next business day after the previously scheduled Expiration
Date.
PROCEDURES FOR TENDERING OLD NOTES
Only a registered holder of Old Notes may tender such Old Notes in the
Exchange Offer. The tender to the Company of Old Notes by a Holder thereof as
set forth below and the acceptance thereof by the Company will constitute a
binding agreement between the tendering Holder and the Company upon the terms
and subject to the conditions set forth in this Prospectus and in the
accompanying Letter of Transmittal. Except as set forth below, a Holder who
wishes to tender Old Notes for exchange pursuant to the Exchange Offer must
transmit a properly completed and duly executed Letter of Transmittal,
including all other documents required by such Letter of Transmittal, to Fleet
National Bank (the "Exchange Agent") at one of the addresses set forth below
under "Exchange Agent" on or prior to the Expiration Date. In addition, either
(i) certificates for such Old Notes must be received by the Exchange Agent
along with the Letter of Transmittal, (ii) a timely confirmation of a book-
entry transfer (a "Book-Entry Confirmation") of such Old Notes, if such
procedure is available, into the Exchange Agent's account at The Depository
Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedure
for book-entry transfer described below, must be received by the Exchange
Agent prior to the Expiration Date, or (iii) the Holder must comply with the
guaranteed delivery procedures described below. THE METHOD OF DELIVERY OF OLD
NOTES, LETTERS OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
ELECTION AND RISK OF THE HOLDERS. IF SUCH DELIVERY IS BY MAIL, IT IS
RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS
OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY. HOLDERS MAY REQUEST
THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES, OR
NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS.
Any beneficial owner whose Old Notes are registered in the name of a broker,
dealer, commercial bank, trust company, or other nominee and who wishes to
tender should contact the registered holder promptly and instruct such
registered holder to tender on such beneficial owner's behalf. If such
beneficial owner wishes to tender on such owner's behalf, such owner must,
prior to completing and executing the Letter of Transmittal and delivering
such owner's Old Notes, either make appropriate arrangements to register
ownership of the Old Notes in such beneficial owner's name or obtain a
properly completed bond power from the registered holder. The transfer of
registered ownership may take considerable time.
63
Signatures on a Letter of Transmittal or a notice of withdrawal described
below (see "--Withdrawal Rights"), as the case may be, must be guaranteed (see
"--Guaranteed Delivery Procedures") unless the Old Notes surrendered for
exchange pursuant thereto are tendered (i) by a registered Holder of the Old
Notes who has not completed the box entitled "Special Issuance Instructions"
or "Special Delivery Instructions" on the Letter of Transmittal or (ii) for
the account of an Eligible Institution (as defined below). In the event that
signatures on a Letter of Transmittal or a notice of withdrawal, as the case
may be, are required to be guaranteed, such guaranties must be by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a participant in the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Program or the Stock Exchanges
Medallion Program (collectively, "Eligible Institutions"). If Old Notes are
registered in the name of a person other than a signer of the Letter of
Transmittal, the Old Notes surrendered for exchange must be endorsed by or be
accompanied by a written instrument or instruments of transfer or exchange, in
satisfactory form as determined by the Company in its sole discretion, duly
executed by the registered holder exactly as the name or names of the
registered holder or holders appear on the Old Notes with the signature
thereon guarantied by an Eligible Institution.
If the Letter of Transmittal or any Old Notes or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such person should so indicate when signing, and, unless waived by
the Company, proper evidence satisfactory to the Company of their authority to
so act must be submitted with the Letter of Transmittal.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of Old Notes tendered for exchange will be determined
by the Company in its sole discretion, which determination shall be final and
binding. The Company reserves the absolute right to reject any and all tenders
of any particular Old Notes not properly tendered or not to accept any
particular Old Note which acceptance might, in the judgment of the Company or
its counsel, be unlawful. The Company also reserves the absolute right to
waive any defects or irregularities or conditions of the Exchange Offer as to
any particular Old Notes either before or after the Expiration Date (including
the right to waive the ineligibility of any Holder who seeks to tender Old
Notes in the Exchange Offer). The interpretation of the terms and conditions
of the Exchange Offer as to any particular Old Notes either before or after
the Expiration Date (including the Letter of Transmittal and the instructions
thereto) by the Company shall be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders of Old Notes
for exchange must be cured within such reasonable period of time as the
Company shall determine. None of the Company, the Exchange Agent or any other
person shall be under any duty to give notification of any defect or
irregularity with respect to any tender of Old Notes for exchange, nor shall
any of them incur any liability for failure to give such notification.
By tendering, each Holder will represent to the Company that, among other
things, the New Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the person receiving such New
Notes, whether or not such person is the Holder, and that neither the Holder
nor such other person has any arrangement or understanding with any person to
participate in the distribution of the New Notes. If any Holder or any such
other person is an "affiliate," as defined under Rule 405 of the Securities
Act, of the Company or is engaged in or intends to engage in, or has an
arrangement or understanding with any person to participate in, a distribution
of such New Notes to be acquired pursuant to the Exchange Offer, such Holder
or any such other person (i) may not rely on the applicable interpretation of
the staff of the SEC and (ii) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction. Each broker-dealer that receives New Notes for its own account in
exchange for Old Notes, where such Old Notes were acquired by such broker-
dealer as a result of market-making activities or other trading activities,
must acknowledge that it will deliver a prospectus in connection with any
resale of such New Notes. See "Plan of Distribution." The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.
ACCEPTANCE OF OLD NOTES FOR EXCHANGE; DELIVERY OF NEW NOTES
Upon satisfaction or waiver of all of the conditions to the Exchange Offer,
the Company will accept, promptly after the Expiration Date, all Old Notes
properly tendered and will issue the New Notes promptly after
64
acceptance of the Old Notes. See "--Certain Conditions to the Exchange Offer"
below. For purposes of the Exchange Offer, the Company will be deemed to have
accepted properly tendered Old Notes for exchange when, as and if the Company
has given oral or written notice thereof to the Exchange Agent.
For each Old Note accepted for exchange, the Holder of such Old Note will
receive as set forth below under "Description of the Notes--Book-Entry,
Delivery and Form" a New Note having a principal amount equal to that of the
surrendered Old Note. Accordingly, registered holders of New Notes on the
relevant record date for the first interest payment date following the
consummation of the Exchange Offer will receive interest accruing from the
most recent date to which interest has been paid on the Old Notes or, if no
interest has been paid, from November 15, 1996. Old Notes accepted for
exchange will cease to accrue interest from and after the date of consummation
of the Exchange Offer. Holders whose Old Notes are accepted for exchange will
not receive any payment in respect of accrued interest on such Old Notes
otherwise payable on any interest payment date the record date for which
occurs on or after consummation of the Exchange Offer.
In all cases, issuance of New Notes for Old Notes that are accepted for
exchange pursuant to the Exchange Offer will be made only after timely receipt
by the Exchange Agent of certificates for such Old Notes or a timely Book-
Entry Confirmation of such Old Notes into the Exchange Agent's account at the
Book-Entry Transfer Facility, a properly completed and duly executed Letter of
Transmittal and all other required documents. If any tendered Old Notes are
not accepted for any reason set forth in the terms and conditions of the
Exchange Offer or if Old Notes are submitted for a greater principal amount
than the Holder desires to exchange, such unaccepted or non-exchanged Old
Notes will be returned without expense to the tendering Holder thereof (or, in
the case of Old Notes tendered by book-entry transfer into the Exchange
Agent's account at the Book-Entry Transfer Facility pursuant to the book-entry
procedures described below, such non-exchanged Old Notes will be credited to
an account maintained with such Book-Entry Transfer Facility) as promptly as
practicable after the expiration or termination of the Exchange Offer.
BOOK-ENTRY TRANSFER
The Exchange Agent will make a request to establish an account with respect
to the Old Notes at the Book-Entry Transfer Facility for purposes of the
Exchange Offer within two business days after the date of this Prospectus, and
any financial institution that is a participant in the Book-Entry Transfer
Facility's systems may make book-entry delivery of Old Notes by causing the
Book-Entry Transfer Facility to transfer such Old Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility in accordance with such
Book-Entry Transfer Facility's procedures for transfer. However, although
delivery of Old Notes may be effected through book-entry transfer at the Book-
Entry Transfer Facility, the Letter of Transmittal or a facsimile thereof,
with any required signature guarantees and any other required documents, must,
in any case, be transmitted to and received by the Exchange Agent at one of
the addresses set forth below under "--Exchange Agent" on or prior to the
Expiration Date or the guaranteed delivery procedures described below must be
complied with.
GUARANTEED DELIVERY PROCEDURES
If a registered holder of the Old Notes desires to tender such Old Notes and
the Old Notes are not immediately available, or time will not permit such
Holder's Old Notes or other required documents to reach the Exchange Agent
before the Expiration Date, or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected if (i) the tender is
made through an Eligible Institution, (ii) on or prior to 5:00 P.M., New York
City time, on the Expiration Date, the Exchange Agent receives from such
Eligible Institution a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery,
substantially in the form provided by the Company (by telegram, telex,
facsimile transmission, mail or hand delivery), setting forth the name and
address of the Holder of Old Notes and the amount of Old Notes tendered,
stating that the tender is being made thereby and guaranteeing that within
three New York Stock Exchange ("NYSE") trading days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Old Notes, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, and any other documents required by the
Letter of Transmittal will be deposited by the Eligible Institution with the
Exchange Agent, and (iii) the certificates for all physically tendered
65
Old Notes, in proper form for transfer, or a Book-Entry Confirmation, as the
case may be, and any other documents required by the Letter of Transmittal
will be deposited by the Eligible Institution within three NYSE trading days
after the date of execution of the Notice of Guaranteed Delivery.
WITHDRAWAL RIGHTS
Tenders of Old Notes may be withdrawn at any time prior to 5:00 P.M., New
York City time, on the Expiration Date. For a withdrawal to be effective, a
written notice of withdrawal must be received by the Exchange Agent at one of
the addresses set forth below under "--Exchange Agent." Any such notice of
withdrawal must specify the name of the person having tendered the Old Notes
to be withdrawn, identify the Old Notes to be withdrawn (including the
principal amount of such Old Notes), and (where certificates for Old Notes
have been transmitted) specify the name in which such Old Notes are
registered, if different from that of the withdrawing Holder. If certificates
for Old Notes have been delivered or otherwise identified to the Exchange
Agent, then, prior to the release of such certificates the withdrawing Holder
must also submit the serial numbers of the particular certificates to be
withdrawn and a signed notice of withdrawal with signatures guaranteed by an
Eligible Institution unless such Holder is an Eligible Institution in which
case such guarantee will not be required. If Old Notes have been tendered
pursuant to the procedure for book-entry transfer described above, any notice
of withdrawal must specify the name and number of the account at the Book-
Entry Transfer Facility to be credited with the withdrawn Old Notes and
otherwise comply with the procedures of such facility. All questions as to the
validity, form and eligibility (including time of receipt) of such notices
will be determined by the Company, whose determination will be final and
binding on all parties. Any Old Notes so withdrawn will be deemed not to have
been validly tendered for exchange for purposes of the Exchange Offer. Any Old
Notes which have been tendered for exchange but which are not exchanged for
any reason will be returned to the Holder thereof without cost to such Holder
(or, in the case of Old Notes tendered by book-entry transfer into the
Exchange Agent's account at the Book-Entry Transfer Facility pursuant to the
book-entry transfer procedures described above, such Old Notes will be
credited to an account maintained with such Book-Entry Transfer Facility for
the Old Notes) as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer. Properly withdrawn Old Notes may be
retendered by following one of the procedures described under "--Procedures
for Tendering Old Notes" above at any time on or prior to the Expiration Date.
CONDITIONS TO THE EXCHANGE OFFER
Notwithstanding any other provisions of the Exchange Offer, and subject to
its obligations pursuant to the Registration Rights Agreement, the Company
shall not be required to accept for exchange, or to issue New Notes in
exchange for, any Old Notes and may terminate or amend the Exchange Offer, if
at any time before the acceptance of such New Notes for exchange, any of the
following events shall occur:
(i) any injunction, order or decree shall have been issued by any court
or any governmental agency that would prohibit, prevent or otherwise
materially impair the ability of the Company to proceed with the Exchange
Offer; or
(ii) the Exchange Offer will violate any applicable law or any applicable
interpretation of the staff of the SEC.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company in whole or in part at any time and from time to time
in its sole discretion. The failure by the Company at any time to exercise any
of the foregoing rights shall not be deemed a waiver of any such right and
such right shall be deemed an ongoing right which may be asserted at any time
and from time to time.
In addition, the Company will not accept for exchange any Old Notes
tendered, and no New Notes will be issued in exchange for any such Old Notes,
if at such time any stop order is threatened by the SEC or in effect with
respect to the Registration Statement of which this Prospectus is a part or
the qualification of the Indenture under the Trust Indenture Act of 1939, as
amended.
The Exchange Offer is not conditioned on any minimum principal amount of Old
Notes being tendered for exchange.
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EXCHANGE AGENT
Fleet National Bank has been appointed as the Exchange Agent for the
Exchange Offer. All executed Letters of Transmittal should be directed to the
Exchange Agent at the address set forth below. Questions and requests for
assistance, requests for additional copies of this Prospectus or of the Letter
of Transmittal and requests for Notices of Guaranteed Delivery should be
directed to the Exchange Agent addressed as follows:
Fleet National Bank, Exchange Agent
By Mail:
Fleet National Bank
Corporate Trust Operations
CT/OP/T06D
P.O. Box 1440
777 Main Street
Hartford, Connecticut 06143
Attention: Patricia Williams
By Overnight Courier:
Fleet National Bank
Corporate Trust Operations
CT/OP/T06D
One Talcott Plaza
Hartford, Connecticut 06103
Attention: Patricia Williams
By Facsimile:
(860) 986-7908
Confirm by Telephone:
(860) 986-1271
DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF SUCH LETTER OF TRANSMITTAL.
The Exchange Agent also acts as trustee under the Indenture.
FEES AND EXPENSES
The Company will not make any payment to brokers, dealers, or others
soliciting acceptances of the Exchange Offer.
The estimated cash expenses to be incurred in connection with the Exchange
Offer will be paid by the Company and are estimated in the aggregate to be
$200,000.
TRANSFER TAXES
Holders who tender their Old Notes for exchange will not be obligated to pay
any transfer taxes in connection therewith, except that Holders who instruct
the Company to register New Notes in the name of, or request that Old Notes
not tendered or not accepted in the Exchange Offer be returned to, a person
other than the registered tendering holder will be responsible for the payment
of any applicable transfer tax thereon.
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CONSEQUENCES OF FAILURE TO EXCHANGE OLD NOTES
Holders of Old Notes who do not exchange their Old Notes for New Notes
pursuant to the Exchange Offer will continue to be subject to the provisions
in the Indenture regarding transfer and exchange of the Old Notes and the
restrictions on transfer of such Old Notes as set forth in the legend thereon
as a consequence of the issuance of the Old Notes pursuant to exemptions from,
or in transactions not subject to, the registration requirements of the
Securities Act and applicable state securities laws. In general, the Old Notes
may not be offered or sold, unless registered under the Securities Act and
applicable state securities laws. The Company does not currently anticipate
that it will register Old Notes under the Securities Act. See "Description of
the Notes--Exchange Offer; Registration Rights." Based on interpretations by
the staff of the SEC, as set forth in no-action letters issued to third
parties, the Company believes that New Notes issued pursuant to the Exchange
Offer in exchange for Old Notes may be offered for resale, resold or otherwise
transferred by holders thereof (other than any such holder which is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such New Notes are acquired in
the ordinary course or such holders' business and such holders, other than
broker-dealers, have no arrangement or understanding with any person to
participate in the distribution of such New Notes. However, the SEC has not
considered the Exchange Offer in the context of a no-action letter and there
can be no assurance that the staff of the SEC would make a similar
determination with respect to the Exchange Offer as in such other
circumstances. Each Holder, other than a broker-dealer, must acknowledge that
it is not engaged in, and does not intend to engage in, a distribution of such
New Notes and has no arrangement or understanding to participate in a
distribution of New Notes. If any Holder is an affiliate of the Company or is
engaged in or intends to engage in or has any arrangement or understanding
with respect to the distribution of the New Notes to be acquired pursuant to
the Exchange Offer, such Holder (i) may not rely on the applicable
interpretations of the staff of the SEC and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. Each broker-dealer that receives New
Notes for its own account in exchange for Old Notes pursuant to the Exchange
Offer must acknowledge that such Old Notes were acquired by such broker-dealer
as a result of market-making activities or other trading activities and that
it will deliver a prospectus in connection with any resale of such New Notes.
The Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-
dealer in connection with resales of New Notes received in exchange for Old
Notes where such Old Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date, it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution." In addition, to comply with the securities
laws of certain jurisdictions, if applicable, the New Notes may not be offered
or sold unless they have been registered or qualified for sale in such
jurisdictions or an exemption from registration or qualification is available
and is complied with. The Company has agreed, pursuant to the Registration
Rights Agreement, subject to certain limitations specified therein, to
register or qualify the New Notes for offer or sale under the securities laws
of such jurisdictions as any holder reasonably requests in writing. Unless a
holder so requests, the Company does not currently intend to register or
qualify the sale of the New Notes in any such jurisdictions. See "The Exchange
Offer."
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DESCRIPTION OF NOTES
GENERAL
The Old Notes were issued under an Indenture, dated as of November 15, 1996
(the "Indenture"), between the Company and Fleet National Bank, as Trustee
(the "Trustee"). The New Notes also will be issued under the Indenture and the
terms of the New Notes are identical in all material respects to those of the
Old Notes, except for certain transfer restrictions relating to the Old Notes.
The Old Notes and New Notes will be treated as a single class of securities
under the Indenture. Pursuant to the terms and subject to the conditions of
the Exchange Offer, the Company will accept the Old Notes in exchange for the
New Notes. See "The Exchange Offer."
The following is a summary of certain provisions of the Indenture and the
Notes, a copy of which Indenture and the form of Notes are filed as exhibits
to the Registration Statement of which this Prospectus is a part. The
following summary does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all the provisions of the Indenture
and the Notes, including the definitions of certain terms therein and those
terms made a part thereof by the Trust Indenture Act of 1939, as amended.
Certain terms used herein are defined below under "--Certain Definitions." The
term "Notes" means the Old Notes and the New Notes, treated as a single class.
The Old Notes are, and the New Notes will be, general unsecured obligations
of the Company, rank senior in right of payment to all subordinated
Indebtedness of the Company and rank pari passu in right of payment with all
senior borrowings, including all borrowings under the Credit Agreement. At
December 31, 1996, the aggregate principal amount of Indebtedness (excluding
trade payables, other accrued liabilities and the Notes) of the Company and
its Subsidiaries was approximately $3.0 million of Indebtedness, none of which
would have ranked effectively senior to the Notes. The Indenture limits the
ability of the Company and its Subsidiaries to incur additional Indebtedness.
However, under certain circumstances, the Company and its Subsidiaries will be
permitted to incur secured Indebtedness, including Indebtedness under the
Credit Agreement, with respect to which the Notes would be effectively
subordinated to the extent of the assets securing such Indebtedness.
The operations of the Company are conducted through its Subsidiaries and,
therefore, the Company is dependent upon the cash flow of its Subsidiaries to
meet its obligations, including its obligations under the Notes. Except to the
extent of the Subsidiary Guarantees, the Notes are effectively subordinated to
all indebtedness and other liabilities and commitments (including trade
payables and lease obligations) of the Company's Subsidiaries. Any right of
the Company to receive assets of any of its Subsidiaries upon the latter's
liquidation or reorganization (and the consequent right of the holders of the
Notes to participate in those assets) will be effectively subordinated to the
claims of that Subsidiary's creditors, except to the extent that the Company
is itself recognized as a creditor of such Subsidiary, in which case the
claims of the Company would still be subordinate to any security in the assets
of such Subsidiary and any indebtedness of such Subsidiary senior to that held
by the Company. The Company's foreign Subsidiaries are not, and will not be,
Guarantors of the Notes. See "--Subsidiary Guarantees."
PRINCIPAL, MATURITY AND INTEREST
The Notes are in an aggregate principal amount of $110.0 million and will
mature on November 15, 2006. Interest on the Notes will accrue at the rate of
10 7/8% per annum and will be payable semi-annually in arrears on May 15 and
November 15, commencing on May 15, 1997, to holders of record on the
immediately preceding May 1 and November 1. Interest on the Notes will accrue
from the most recent date to which interest has been paid or, if no interest
has been paid, from the date of original issuance. Interest will be computed
on the basis of a 360-day year comprised of twelve 30-day months. Principal,
premium, if any, and interest on the Notes will be payable at the office or
agency of the Company maintained for such purpose within the City and State of
New York or, at the option of the Company, payment of interest may be made by
check mailed to the holders of the Notes at their respective addresses set
forth in the register of holders of Notes; provided that all payments with
respect to Notes the holders of which have given wire transfer instructions to
the Company will be required to be made by wire transfer of immediately
available funds to the accounts specified by the holders thereof.
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Until otherwise designated by the Company, the Company's office or agency in
New York will be the office of the Trustee maintained for such purpose. The
Notes will be issued in denominations of $1,000 and integral multiples
thereof.
Because of time-zone differences, the securities accounts of Euroclear or
Cedel Bank participants (each, a "Member Organization") purchasing an interest
in a Global Note from a Depositary Participant that is not a Member
Organization will be credited during the securities settlement processing day
(which must be a business day for Euroclear or Cedel Bank, as the case may be)
immediately following the Depositary settlement date. Transactions in
interests in a Global Note settled during any securities settlement processing
day will be reported to the relevant Member Organization on the same day. Cash
received in Euroclear or Cedel Bank as a result of sales of interests in a
Global Note by or through a Member Organization to a Depositary Participant
that is not a Member Organization will be received with value on the
Depositary settlement date, but will not be available in the relevant
Euroclear or Cedel Bank cash account until the business day following
settlement at the Depositary.
SUBSIDIARY GUARANTEES
The Company's payment obligations under the Old Notes are, and under the New
Notes will be, jointly and severally Guaranteed on a senior basis (the
"Subsidiary Guarantees") by the Guarantors. The Subsidiary Guarantees rank
pari passu in right of payment with all existing and future senior
Indebtedness of the Guarantors, including the obligations of the Guarantors
under the Credit Agreement and any successor credit facility. All of the
Company's current and future domestic Subsidiaries will be Guarantors. Due to
possible adverse tax consequences, the Company's foreign subsidiaries will not
guarantee the Company's payment obligations under the Notes. The obligations
of each Guarantor under its Subsidiary Guarantee will be limited so as not to
constitute a fraudulent conveyance under applicable law. See, however, "Risk
Factors--Fraudulent Conveyance; Possible Invalidity of Subsidiary Guarantees."
The Indenture provides that no Guarantor may consolidate with or merge with
or into (whether or not such Guarantor is the surviving Person) another
corporation, Person or entity (other than the Company or another Guarantor),
unless (i) subject to the provisions of the following paragraph, the Person
formed by or surviving any such consolidation or merger (if other than such
Guarantor) assumes all the obligations of such Guarantor under the Notes and
the Indenture pursuant to a supplemental indenture, in form and substance
reasonably satisfactory to the Trustee; (ii) immediately after giving effect
to such transaction, no Default or Event of Default exists; (iii) such
Guarantor, or any Person formed by or surviving any such consolidation or
merger, would have Consolidated Net Worth (immediately after giving effect to
such transaction), equal to or greater than the Consolidated Net Worth of such
Guarantor immediately preceding the transaction; and (iv) the Company would be
permitted immediately after giving effect to such transaction, to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in the covenant described above under the caption "--
Incurrence of Indebtedness and Issuance of Preferred Stock."
The Indenture provides that, in the event of (i) a sale or other disposition
of all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, (ii) a sale or other disposition of all of the capital stock of any
Guarantor or (iii) a distribution of all of the capital stock of any Guarantor
to stockholders of the Company in a transaction that complies with the
covenant described below under "--Restricted Payments," such Guarantor (in the
event of a sale or other disposition, by way of such a merger, consolidation,
distribution or otherwise, of all of the capital stock of such Guarantor) or
the corporation acquiring the property (in the event of a sale or other
disposition of all of the assets of such Guarantor) will be released and
relieved of any obligations under its Subsidiary Guarantee; provided that the
Net Proceeds of such sale or other disposition are applied in accordance with
the applicable provisions of the Indenture. See "Repurchase at Option of
Holders--Asset Sales."
OPTIONAL REDEMPTION
The Notes will not be redeemable at the Company's option prior to November
15, 2001. Thereafter, the Notes will be subject to redemption at the option of
the Company, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal
amount) set forth
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below, plus accrued and unpaid interest thereon, if any, to the applicable
redemption date, if redeemed during the twelve-month period beginning on
November 15 of the years indicated below:
YEAR PERCENTAGE
---- ----------
2001............................................. 105.438%
2002............................................. 103.625%
2003............................................. 101.813%
2004 and thereafter.............................. 100.000%
Notwithstanding the foregoing, at any time and from time to time prior to
November 15, 1999, the Company may redeem up to 30% of the originally issued
principal amount of Notes at a redemption price of 110 7/8% of the principal
amount thereof, plus accrued and unpaid interest thereon, if any, to the
redemption date, with the net proceeds of an initial public offering of common
stock of the Company or of Holdings (to the extent that the proceeds thereof
are contributed to the Company as common equity); provided that at least 70%
of the originally issued principal amount of Notes remains outstanding
immediately after the occurrence of such redemption; and provided, further,
that notice of such redemption shall be given within 30 days of the date of
the closing of such public offering of common stock of the Company.
SELECTION AND NOTICE
If less than all of the Notes are to be redeemed at any time, selection of
Notes for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which
the Notes are listed, or, if the Notes are not so listed, on a pro rata basis,
by lot or by such method as the Trustee shall deem fair and appropriate;
provided that no Notes of $1,000 or less shall be redeemed in part. Notices of
redemption shall be mailed by first class mail at least 30 but not more than
60 days before the redemption date to each holder of Notes to be redeemed at
its registered address. If any Note is to be redeemed in part only, the notice
of redemption that relates to such Note shall state the portion of the
principal amount thereof to be redeemed. A new Note in principal amount equal
to the unredeemed portion thereof will be issued in the name of the holder
thereof upon cancellation of the original Note. On and after the redemption
date, interest ceases to accrue on Notes or portions of them called for
redemption.
MANDATORY REDEMPTION
Except as set forth below under "Repurchase at the Option of Holders," the
Company is not required to make mandatory redemption or sinking fund payments
with respect to the Notes.
REPURCHASE AT THE OPTION OF HOLDERS
Change of Control
Upon the occurrence of a Change of Control, each holder of Notes will have
the right to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of such holder's Notes pursuant to the
offer described below (the "Change of Control Offer") at an offer price in
cash equal to 101% of the aggregate principal amount thereof, plus accrued and
unpaid interest thereon, if any, to the date of purchase (the "Change of
Control Payment"). Within 25 days following any Change of Control, the Company
will mail a notice to each holder describing the transaction or transactions
that constitute the Change of Control and offering to repurchase Notes
pursuant to the procedures required by the Indenture and described in such
notice. The Company will comply with the requirements of Rules 13e-4 and 14e-1
under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in
connection with the repurchase of the Notes as a result of a Change of
Control, and the Company will not be in violation of the Indenture by reason
of any act required by such rule or other applicable law.
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On a date that is at least 30 but no more than 60 days from the date on
which the Company mails notice of the Change of Control (the "Change of
Control Payment Date"), the Company will, to the extent lawful, (i) accept for
payment all Notes or portions thereof properly tendered pursuant to the Change
of Control Offer, (ii) deposit with the Paying Agent an amount equal to the
Change of Control Payment in respect of all Notes or portions thereof so
tendered and (iii) deliver or cause to be delivered to the Trustee the Notes
so accepted together with an officers' certificate stating the aggregate
principal amount of Notes or portions thereof being purchased by the Company.
The Paying Agent will promptly mail to each holder of Notes so tendered the
Change of Control Payment for such Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book-entry) to each
holder a new Note equal in principal amount to any unpurchased portion of the
Notes surrendered, if any; provided that each such new Note will be in a
principal amount of $1,000 or an integral multiple thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.
The Change of Control provisions described above will be applicable whether
or not any other provisions of the Indenture are applicable. Except as
described above with respect to a Change of Control, the Indenture does not
contain provisions that permit the holders of the Notes to require that the
Company repurchase or redeem the Notes in the event of a takeover,
recapitalization or similar transaction.
The Company will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in the Indenture applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.
The Company's ability to repurchase Notes upon a Change of Control may be
limited by, among other factors, the financial resources of the Company at the
time of repurchase. The Credit Agreement will prohibit the Company from
purchasing any Notes prior to their stated maturity and also will provide that
certain Change of Control events would constitute a default thereunder. In
addition, any future credit or other borrowing agreements may contain similar
restrictions. See "Risk Factors--Change of Control." If a Change of Control
occurs at a time when the Company is prohibited from purchasing the Notes, the
Company could seek the consent of its lender(s) to such purchase or could
attempt to refinance the borrowings that contain such prohibition. If the
Company does not obtain such a consent or repay such borrowings, the Company
would remain prohibited from purchasing Notes. In such case, the Company's
failure to purchase tendered Notes would constitute an Event of Default under
the Indenture.
The definition of Change of Control includes a phrase relating to the sale,
lease, transfer, conveyance or other disposition of "all or substantially all"
of the assets of the Company and its Subsidiaries taken as a whole. Although
there is a developing body of case law interpreting the phrase "all or
substantially all," there is no precise established definition of the phrase
under applicable law. Accordingly, the ability of a holder of Notes to require
the Company to repurchase such Notes as a result of a sale, lease, transfer,
conveyance or other disposition of less than all of the assets of the Company
and its Subsidiaries taken as a whole to another Person or group may be
uncertain.
Asset Sales
The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, engage in an Asset Sale unless (i) the Company (or the
Subsidiary, as the case may be) receives consideration at the time of such
Asset Sale at least equal to the fair market value (evidenced by a resolution
of the Board of Directors set forth in an officers' certificate delivered to
the Trustee) of the assets or Equity Interests issued or sold or otherwise
disposed of and (ii) at least 80% of the consideration therefor received by
the Company or such Subsidiary is in the form of cash; provided that the
amount of (x) any liabilities (as shown on the Company's or such Subsidiary's
most recent balance sheet), of the Company or any Subsidiary (other than
contingent liabilities and liabilities that are by their terms subordinated to
the Notes or any Guarantee thereof) that are assumed by the transferee of any
such assets pursuant to any arrangement releasing the Company or such
Subsidiary from further liability and (y) any notes or other obligations
received by the Company or any such Subsidiary from
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such transferee that are immediately converted by the Company or such
Subsidiary into cash (to the extent of the cash received), shall be deemed to
be cash for purposes of this provision.
Within 360 days after the receipt of any Net Proceeds from an Asset Sale,
the Company may apply such Net Proceeds (a) to permanently reduce pari passu
Indebtedness (and to correspondingly reduce commitments with respect thereto)
or (b) to the acquisition of a controlling interest in another business, the
making of a capital expenditure or the acquisition of other long-term assets,
in each case, in the same or a similar line of business as the Company was
engaged in on the date of the Indenture. Pending the final application of any
such Net Proceeds, the Company may temporarily reduce revolving credit
Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds
in any manner that is not prohibited by the Indenture. Any Net Proceeds from
Asset Sales that are not applied or invested as provided in the first sentence
of this paragraph will be deemed to constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $5.0 million, the Company will be
required to make an offer to all holders of Notes (an "Asset Sale Offer") to
purchase the maximum principal amount of Notes that may be purchased out of
the Excess Proceeds, at an offer price in cash in an amount equal to 100% of
the principal amount thereof, plus accrued and unpaid interest, if any,
thereon to the date of purchase, in accordance with the procedures set forth
in the Indenture. To the extent that the aggregate amount of Notes tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company
may use any remaining Excess Proceeds for general corporate purposes. If the
aggregate principal amount of Notes surrendered by holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes to be purchased
on a pro rata basis. Upon completion of such offer to purchase, the amount of
Excess Proceeds shall be reset at zero.
CERTAIN COVENANTS
Restricted Payments
The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, directly or indirectly, (i) declare or pay any dividend
or make any other payment or distribution on account of the Company's Equity
Interests (including, without limitation, any payment in connection with any
merger or consolidation involving the Company) or to the direct or indirect
holders of the Company's Equity Interests in their capacity as such (other
than dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of the Company or dividends or distributions payable to
the Company or any Wholly Owned Subsidiary of the Company); (ii) purchase,
redeem or otherwise acquire or retire for value any Equity Interests of the
Company or any direct or indirect parent of the Company or other Affiliate of
the Company (other than Equity Interests of a Subsidiary of the Company);
(iii) make any principal payment on, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness that is subordinated to the Notes
or any Subsidiary Guarantee thereof, except at final maturity; or (iv) make
any Restricted Investment (all such payments and other actions set forth in
clauses (i) through (iv) above being collectively referred to as "Restricted
Payments"), unless, at the time of and after giving effect to such Restricted
Payment:
(A) no Default or Event of Default shall have occurred and be continuing
or would occur as a consequence thereof; and
(B) the Company would, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been made
at the beginning of the applicable four-quarter period, have been permitted
to incur at least $1.00 of additional Indebtedness pursuant to the Fixed
Charge Coverage Ratio test set forth in the first paragraph of the covenant
described below under caption "--Incurrence of Indebtedness and Issuance of
Preferred Stock"; and
(C) such Restricted Payment, together with the aggregate of all other
Restricted Payments made by the Company and its Subsidiaries after the date
of the Indenture (excluding Restricted Payments permitted by clauses (ii)
and (iii) of the next succeeding paragraph), is less than the sum of (1)
50% of the Consolidated Net Income of the Company for the period (taken as
one accounting period) from the beginning of the first fiscal quarter
commencing after the date of the Indenture to the end of the Company's
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most recently ended fiscal quarter for which internal financial statements
are available at the time of such Restricted Payment (or, if such
Consolidated Net Income for such period is a deficit, less 100% of such
deficit), plus (2) 100% of the aggregate net cash proceeds received by the
Company from the issue or sale since the date of the Indenture of Equity
Interests of the Company or of debt securities of the Company that have
been converted into such Equity Interests (other than Equity Interests (or
convertible debt securities) sold to a Subsidiary of the Company and other
than Disqualified Stock or debt securities that have been converted into
Disqualified Stock), plus (3) to the extent that any Restricted Investment
that was made after the date of the Indenture is sold for cash or otherwise
liquidated or repaid for cash, the lesser of (x) the cash return of capital
with respect to such Restricted Investment (less the cost of disposition,
if any) and (y) the initial amount of such Restricted Investment.
The foregoing provisions do not prohibit (i) the payment of any dividend
within 60 days after the date of declaration thereof, if at said date of
declaration such payment would have complied with the provisions of the
Indenture; (ii) the redemption, repurchase, retirement or other acquisition of
any Equity Interests of the Company in exchange for, or out of the proceeds
of, the substantially concurrent sale (other than to a Subsidiary of the
Company) of other Equity Interests of the Company (other than any Disqualified
Stock); provided that the amount of any such net cash proceeds that are
utilized for any such redemption, repurchase, retirement or other acquisition
shall be excluded from clause (C)(2) of the preceding paragraph; (iii) the
defeasance, redemption or repurchase of subordinated Indebtedness with the net
cash proceeds from an incurrence of Permitted Refinancing Debt or the
substantially concurrent sale (other than to a Subsidiary of the Company) of
Equity Interests of the Company (other than Disqualified Stock); provided that
the amount of any such net cash proceeds that are utilized for any such
redemption, repurchase, retirement or other acquisition shall be excluded from
clause (C)(2) of the preceding paragraph; (iv) the payment of any distribution
or dividend to Holdings to enable Holdings to repurchase, redeem or otherwise
acquire or retire for value of any Equity Interests of Holdings, the Company
or any Subsidiary of the Company held by any member of the Company's (or any
of its Subsidiaries') management pursuant to any management equity
subscription agreement or stock option agreement; provided that the aggregate
price paid for all such repurchased, redeemed, acquired or retired Equity
Interests shall not exceed $500,000 in any twelve-month period plus the
aggregate cash proceeds received by the Company during such twelve-month
period from any reissuance of Equity Interests by the Company to members of
management of the Company and its Subsidiaries; and no Default or Event of
Default shall have occurred and be continuing immediately after such
transaction; and (v) payments in an aggregate amount not to exceed $3.0
million since the date of the Indenture in respect of the purchase, retirement
or redemption of Existing Indebtedness for an amount less than the face amount
thereof.
The amount of all Restricted Payments (other than cash) shall be the fair
market value (evidenced by a resolution of the Board of Directors set forth in
an officers' certificate delivered to the Trustee) on the date of the
Restricted Payment of the asset(s) proposed to be transferred by the Company
or such Subsidiary, as the case may be, pursuant to the Restricted Payment.
Not later than the date of making any Restricted Payment, the Company shall
deliver to the Trustee an officers' certificate stating that such Restricted
Payment is permitted and setting forth the basis upon which the calculations
required by the covenant entitled "Restricted Payments" were computed, which
calculations may be based upon the Company's latest available financial
statements.
Incurrence of Indebtedness and Issuance of Preferred Stock
The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, directly or indirectly, create, incur, issue, assume,
Guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to (collectively, "incur") any Indebtedness (including
Acquired Debt) and that the Company will not issue any Disqualified Stock and
will not permit any of its Subsidiaries to issue any shares of preferred
stock; provided, however, that the Company may incur Indebtedness (including
Acquired Debt), and the Guarantors may guarantee such Indebtedness, and the
Company may issue shares of Disqualified Stock, if the Fixed Charge Coverage
Ratio for the Company's most recently ended four full fiscal quarters for
which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred or such Disqualified
Stock is issued would have been at least 2.0 to 1, determined on a pro forma
74
basis (including a pro forma application of the net proceeds therefrom), as if
the additional Indebtedness had been incurred, or the Disqualified Stock had
been issued, as the case may be, at the beginning of such four-quarter period.
The foregoing provisions do not apply to: (i) the incurrence by the Company
(and Guarantees thereof by the Guarantors) of Indebtedness for working capital
purposes and letters of credit pursuant to the Credit Agreement (with letters
of credit being deemed to have a principal amount equal to the maximum
potential liability of the Company and its Subsidiaries thereunder) in an
aggregate principal amount not to exceed as of any date of incurrence the
greater of (A) $25.0 million and (B) the amount of the Borrowing Base; (ii)
the incurrence by the Company and its Subsidiaries of the Existing
Indebtedness; (iii) the incurrence by the Company and its Subsidiaries of the
Indebtedness represented by the Notes and the Subsidiary Guarantees; (iv) the
incurrence by the Company or any of its Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase
money obligations, in each case, incurred for the purpose of financing all or
any part of the purchase price or cost of construction or improvement of
property, plant or equipment used in the business of the Company or such
Subsidiary, in an aggregate principal amount not to exceed $5.0 million at any
time outstanding; (v) the incurrence by the Company or any of its Subsidiaries
of Permitted Refinancing Debt in exchange for, or the net proceeds of which
are used to extend, refinance, renew, replace, defease or refund, Indebtedness
that was permitted by the Indenture to be incurred; (vi) the incurrence by the
Company or any of its Subsidiaries of intercompany Indebtedness between or
among the Company and any of its Wholly Owned Subsidiaries; provided, however,
that (i) if the Company is the obligor on such Indebtedness, such Indebtedness
is expressly subordinate to the payment in full of all Obligations with
respect to the Notes and (ii)(A) any subsequent issuance or transfer of Equity
Interests that results in any such Indebtedness being held by a Person other
than the Company or a Wholly Owned Subsidiary and (B) any sale or other
transfer of any such Indebtedness to a Person that is not either the Company
or a Wholly Owned Subsidiary shall be deemed, in each case, to constitute an
incurrence of such Indebtedness by the Company or such Subsidiary, as the case
may be; (vii) the incurrence by the Company or any of its Subsidiaries of
Hedging Obligations that are incurred for the purpose of fixing or hedging
interest rate risk with respect to any floating rate Indebtedness that is
permitted by the terms of this Indenture to be outstanding; (viii) the
incurrence by the Company or any of its Subsidiaries of Indebtedness (in
addition to Indebtedness permitted by any other clause of this paragraph) in
an aggregate principal amount (or accreted value, as applicable) at any time
outstanding not to exceed $10.0 million; and (ix) the incurrence by the
Company or any of its Subsidiaries of Earn-out Obligations in an aggregate
amount not to exceed $5.0 million at any time outstanding.
For purposes of determining compliance with the covenant described above
under "--Incurrence of Indebtedness and Issuance of Preferred Stock," in the
event that an item of Indebtedness meets the criteria of more than one of the
categories of Indebtedness described in clauses (i) through (ix) of the
immediately preceding paragraph, the Company shall, in its sole discretion,
classify such item of Indebtedness in any manner that complies with this
covenant and will only be required to include the amount and type of such
Indebtedness in one of such clauses or pursuant to the first paragraph of this
covenant. Accrual of interest, accretion of accreted value and issuance of
securities paid-in-kind shall not be deemed to be an incurrence of
Indebtedness for purposes of this covenant.
Liens
The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, directly or indirectly, create, incur, assume or suffer
to exist any Lien on any asset now owned or hereafter acquired, or any income
or profits therefrom or assign or convey any right to receive income
therefrom, other than Permitted Liens.
Dividend and Other Payment Restrictions Affecting Subsidiaries
The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the
75
ability of any Subsidiary to (a)(i) pay dividends or make any other
distributions to the Company or any of its Subsidiaries (A) on its Capital
Stock or (B) with respect to any other interest or participation in, or
measured by, its profits, or (ii) pay any indebtedness owed to the Company or
any of its Subsidiaries, (b) make loans or advances to the Company or any of
its Subsidiaries or (c) transfer any of its properties or assets to the
Company or any of its Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (i) Existing Indebtedness as in
effect on the date of the Indenture, (ii) the Credit Agreement as in effect as
of the date of the Indenture, and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings
thereof, provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacement or refinancings are no more
restrictive with respect to such dividend and other payment restrictions than
those contained in the Credit Agreement as in effect on the date of the
Indenture, (iii) the Indenture and the Notes, (iv) applicable law, (v) by
reason of customary non-assignment provisions in leases, licenses and other
agreements entered into in the ordinary course of business and consistent with
past practices, (vi) purchase money obligations for property acquired in the
ordinary course of business that impose restrictions of the nature described
in clause (c) above on the property so acquired, or (vii) Permitted
Refinancing Debt, provided that the restrictions contained in the agreements
governing such Permitted Refinancing Debt are no more restrictive than those
contained in the agreements governing the Indebtedness being refinanced.
Merger, Consolidation, or Sale of Assets
The Indenture provides that the Company may not consolidate or merge with or
into (whether or not the Company is the surviving corporation), or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially
all of its properties or assets in one or more related transactions, to
another corporation, Person or entity unless (i) the Company is the surviving
corporation or the entity or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made is a corporation organized or existing under the laws of the United
States, any state thereof or the District of Columbia; (ii) the entity or
Person formed by or surviving any such consolidation or merger (if other than
the Company) or the entity or Person to which such sale, assignment, transfer,
lease, conveyance or other disposition shall have been made assumes all the
Obligations of the Company under the Notes and the Indenture pursuant to a
supplemental indenture in a form reasonably satisfactory to the Trustee; (iii)
immediately after such transaction no Default or Event of Default exists; and
(iv) except in the case of a merger of the Company with or into a Wholly Owned
Subsidiary of the Company, the Company or the entity or Person formed by or
surviving any such consolidation or merger (if other than the Company), or to
which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made (A) will have Consolidated Net Worth immediately after
the transaction equal to or greater than the Consolidated Net Worth of the
Company immediately preceding the transaction and (B) will, at the time of
such transaction and after giving pro forma effect thereto as if such
transaction had occurred at the beginning of the applicable four-quarter
period, be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in the first
paragraph of the covenant described above under the caption "--Incurrence of
Indebtedness and Issuance of Preferred Stock."
Transactions with Affiliates
The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any contract,
agreement, understanding, loan, advance or Guarantee with, or for the benefit
of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless
(i) such Affiliate Transaction is on terms that are no less favorable to the
Company or the relevant Subsidiary than those that would have been obtained in
a comparable transaction by the Company or such Subsidiary with an unrelated
Person and (ii) the Company delivers to the Trustee (A) with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $1.0 million, a resolution of the Board
of Directors set forth in an officers' certificate certifying that such
Affiliate Transaction complies with clause (i) above and that such Affiliate
Transaction has been approved by a majority of the disinterested
76
members of the Board of Directors and (B) with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $5.0 million, an opinion as to the fairness to the
holders of such Affiliate Transaction from a financial point of view issued by
an accounting, appraisal or investment banking firm of national standing;
provided that (w) the payment of Earn-out Obligations pursuant to agreements
entered into at such time as the recipient of such payments was not an
Affiliate of the Company or such Subsidiary, (x) any employment agreement
entered into by the Company or any of its Subsidiaries in the ordinary course
of business and consistent with the past practice of the Company or such
Subsidiary, (y) transactions between or among the Company and/or its
Subsidiaries and (z) Restricted Payments and Permitted Investments that are
permitted by the provisions of the Indenture described above under "--
Restricted Payments," in each case, shall not be deemed Affiliate
Transactions.
Sale and Leaseback Transactions
The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, enter into any sale and leaseback transaction; provided
that the Company may enter into a sale and leaseback transaction if (a) the
Company could have (i) incurred Indebtedness in an amount equal to the
Attributable Debt relating to such sale and leaseback transaction pursuant to
the Fixed Charge Coverage Ratio test set forth in the first paragraph of the
covenant described above under the caption "--Incurrence of Indebtedness and
Issuance of Preferred Stock" and (ii) incurred a Lien to secure such
Indebtedness pursuant to the covenant described above under the caption "--
Liens," (b) the gross cash proceeds of such sale and leaseback transaction are
at least equal to the fair market value (as determined in good faith by the
Board of Directors and set forth in an officers' certificate delivered to the
Trustee) of the property that is the subject of such sale and leaseback
transaction and (c) the transfer of assets in such sale and leaseback
transaction is permitted by, and the Company applies the proceeds of such
transaction in compliance with, the covenant described above under the caption
"--Asset Sales."
Limitation on Issuances and Sales of Capital Stock of Wholly Owned
Subsidiaries
The Indenture provides that the Company (a) will not, and will not permit
any Wholly Owned Subsidiary of the Company to, transfer, convey, sell, lease
or otherwise dispose of any Capital Stock of any Wholly Owned Subsidiary of
the Company to any Person (other than the Company or a Wholly Owned Subsidiary
of the Company), unless (i) such transfer, conveyance, sale, lease or other
disposition is of all the Capital Stock of such Wholly Owned Subsidiary and
(ii) the Net Proceeds from such transfer, conveyance, sale, lease or other
disposition are applied in accordance with the covenant described above under
the caption "--Asset Sales," provided that this clause (a) shall not apply to
any pledge of Capital Stock of any Subsidiary of the Company securing
Indebtedness under the Credit Agreement, and (b) will not permit any Wholly
Owned Subsidiary of the Company to issue any of its Equity Interests (other
than, if necessary, shares of its Capital Stock constituting directors'
qualifying shares) to any Person other than to the Company or a Wholly Owned
Subsidiary of the Company.
Additional Subsidiary Guarantees
The Indenture provides that if the Company or any of its Subsidiaries shall
acquire or create another domestic Subsidiary after the date of the Indenture,
then such newly acquired or created Subsidiary shall execute a Subsidiary
Guarantee and deliver an opinion of counsel, in accordance with the terms of
the Indenture; provided that the foregoing provision shall not apply to any
Subsidiary to the extent that (i) in the opinion of counsel to the Company,
such Subsidiary is unable to execute a Subsidiary Guarantee by reason of any
legal or regulatory prohibition or restriction and (ii) such Subsidiary is
not, directly or indirectly, an obligor under the Credit Agreement or any
other bank facility.
Payments for Consent
The Indenture provides that neither the Company nor any of its Subsidiaries
will, directly or indirectly, pay or cause to be paid any consideration,
whether by way of interest, fee or otherwise, to any holder of any Notes
77
for or as an inducement to any consent, waiver or amendment of any of the
terms or provisions of the Indenture or the Notes unless such consideration is
offered to be paid or is paid to all holders of the Notes that consent, waive
or agree to amend in the time frame set forth in the solicitation documents
relating to such consent, waiver or agreement.
Reports
The Indenture provides that, whether or not required by the rules and
regulations of the Securities and Exchange Commission (the "Commission"), so
long as any Notes are outstanding, the Company will furnish to the holders of
Notes (a) commencing for the fiscal quarter ending December 31, 1996, all
quarterly and annual financial information that would be required to be
contained in a filing with the Commission on Forms 10-Q and 10-K if the
Company were required to file such Forms, including a "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and, with
respect to the annual information only, a report thereon by the Company's
certified independent accountants and (b) commencing for the fiscal quarter
ending December 31, 1996, all current reports that would be required to be
filed with the Commission on Form 8-K if the Company were required to file
such reports. In addition, whether or not required by the rules and
regulations of the Commission, the Company will file a copy of all such
information and reports with the Commission for public availability (unless
the Commission will not accept such a filing) and make such information
available to securities analysts and prospective investors upon request. In
addition, the Company and the Subsidiary Guarantors have agreed that, for so
long as any Notes remain outstanding, they will furnish to the holders and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.
EVENTS OF DEFAULT AND REMEDIES
The Indenture provides that each of the following constitutes an Event of
Default: (i) default for 30 days in the payment when due of interest on the
Notes; (ii) default in payment when due of the principal of, or premium, if
any, on, the Notes; (iii) failure by the Company to comply with the provisions
described under the captions "--Change of Control," "--Asset Sales," "--
Restricted Payments" or "--Incurrence of Indebtedness and Issuance of
Preferred Stock"; (iv) failure by the Company for 60 days after notice to
comply with any of its other agreements in the Indenture or the Notes; (v)
default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for
money borrowed by the Company or any of its Subsidiaries (or the payment of
which is Guaranteed by the Company or any of its Subsidiaries) whether such
Indebtedness or Guarantee now exists, or is created after the date of the
Indenture, which default (A) is caused by a failure to pay principal of or
premium, if any, or interest on such Indebtedness on or prior to the
expiration of the grace period provided in such Indebtedness on the date of
such default (a "Payment Default") or (B) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any
other such Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $5.0 million or more;
(vi) failure by the Company or any of its Subsidiaries to pay final judgments
aggregating in excess of $5.0 million, which judgments are not paid,
discharged or stayed for a period of 60 days; (vii) except as permitted by the
Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding
to be unenforceable or invalid or shall cease for any reason to be in full
force and effect or any Guarantor, or any Person acting on behalf of any
Guarantor, shall deny or disaffirm its obligations under its Subsidiary
Guarantee; and (ix) certain events of bankruptcy or insolvency with respect to
the Company or any of its Subsidiaries.
If any Event of Default occurs and is continuing, the Trustee or the holders
of at least 25% in principal amount of the then outstanding Notes may declare
all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, with respect to the Company, any Significant
Subsidiary or any group of Subsidiaries that, taken together, would constitute
a Significant Subsidiary, all outstanding Notes will become due and payable
without further action or notice. Holders of the Notes may not enforce the
Indenture or the Notes except as provided in
78
the Indenture. Subject to certain limitations, holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from holders of the
Notes notice of any continuing Default or Event of Default (except a Default
or Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest.
In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium that the Company would have
had to pay if the Company then had elected to redeem the Notes pursuant to the
optional redemption provisions of the Indenture, an equivalent premium shall
also become and be immediately due and payable to the extent permitted by law
upon the acceleration of the Notes. If an Event of Default occurs prior to
November 15, 2001 by reason of any willful action (or inaction) taken (or not
taken) by or on behalf of the Company with the intention of avoiding the
prohibition on redemption of the Notes prior to November 15, 2001, then the
premium specified in the Indenture shall also become immediately due and
payable to the extent permitted by law upon the acceleration of the Notes.
The holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes.
The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.
NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS
No director, officer, employee, incorporator or stockholder of the Company,
as such, shall have any liability for any obligations of the Company under the
Notes, the Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each holder of Notes by accepting a
Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the Commission that such a waiver is against public policy.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
The Company may, at its option and at any time, elect to have all of its
obligations discharged with respect to the outstanding Notes ("Legal
Defeasance") except for (i) the rights of holders of outstanding Notes to
receive payments in respect of the principal of, premium, if any, and interest
on such Notes when such payments are due from the trust referred to below,
(ii) the Company's obligations with respect to the Notes concerning issuing
temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen
Notes and the maintenance of an office or agency for payment and money for
security payments held in trust, (iii) the rights, powers, trusts, duties and
immunities of the Trustee, and the Company's obligations in connection
therewith and (iv) the Legal Defeasance provisions of the Indenture. In
addition, the Company may, at its option and at any time, elect to have the
obligations of the Company released with respect to certain covenants that are
described in the Indenture ("Covenant Defeasance") and thereafter any omission
to comply with such obligations shall not constitute a Default or Event of
Default with respect to the Notes. In the event Covenant Defeasance occurs,
certain events (not including non-payment, bankruptcy, receivership,
rehabilitation and insolvency events) described under "Events of Default" will
no longer constitute an Event of Default with respect to the Notes.
In order to exercise either Legal Defeasance or Covenant Defeasance, (i) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit
of the holders of the Notes, cash in U.S. dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will be sufficient,
in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and
79
interest on the outstanding Notes on the stated maturity or on the applicable
redemption date, as the case may be, and the Company must specify whether the
Notes are being defeased to maturity or to a particular redemption date; (ii)
in the case of Legal Defeasance, the Company shall have delivered to the
Trustee an opinion of counsel in the United States reasonably acceptable to
the Trustee confirming that (A) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling or (B) since the date
of the Indenture, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such opinion of
counsel shall confirm that, the holders of the outstanding Notes will not
recognize income, gain or loss for federal income tax purposes as a result of
such Legal Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such Legal Defeasance had not occurred; (iii) in the case of Covenant
Defeasance, the Company shall have delivered to the Trustee an opinion of
counsel in the United States reasonably acceptable to the Trustee confirming
that the holders of the outstanding Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant Defeasance
and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred; (iv) no Default or Event of Default shall have
occurred and be continuing on the date of such deposit (other than a Default
or Event of Default resulting from the borrowing of funds to be applied to
such deposit) or insofar as Events of Default from bankruptcy or insolvency
events are concerned, at any time in the period ending on the 91st day after
the date of deposit; (v) such Legal Defeasance or Covenant Defeasance will not
result in a breach or violation of, or constitute a default under, any
material agreement or instrument (other than the Indenture) to which the
Company or any of its Subsidiaries is a party or by which the Company or any
of its Subsidiaries is bound; (vi) the Company must have delivered to the
Trustee an opinion of counsel to the effect that after the 91st day following
the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally; (vii) the Company must deliver to the Trustee an
officers' certificate stating that the deposit was not made by the Company
with the intent of preferring the holders of Notes over the other creditors of
the Company with the intent of defeating, hindering, delaying or defrauding
creditors of the Company or others; and (viii) the Company must deliver to the
Trustee an officers' certificate and an opinion of counsel, each stating that
all conditions precedent provided for relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.
TRANSFER AND EXCHANGE
A holder may transfer or exchange Notes in accordance with the Indenture.
The Registrar and the Trustee may require a holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may
require a holder to pay any taxes and fees required by law or permitted by the
Indenture. The Company is not required to transfer or exchange any Note
selected for redemption. Also, the Company is not required to transfer or
exchange any Note for a period of 15 days before a selection of Notes to be
redeemed. The registered holder of a Note will be treated as the owner of it
for all purposes.
AMENDMENT, SUPPLEMENT AND WAIVER
Except as provided below, the Indenture or the Notes may be amended or
supplemented with the consent of the holders of at least a majority in
principal amount of the Notes then outstanding (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or
exchange offer for, Notes), and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
holders of a majority in principal amount of the then outstanding Notes
(including consents obtained in connection with a tender offer or exchange
offer for Notes).
Without the consent of each holder affected, an amendment or waiver may not
(with respect to any Notes held by a non-consenting holder): (i) reduce the
principal amount of Notes whose holders must consent to an amendment,
supplement or waiver, (ii) reduce the principal of or change the fixed
maturity of any Note or alter the provisions with respect to the redemption of
the Notes (other than provisions relating to the covenants described above
under the caption "--Repurchase at the Option of Holders"), (iii) reduce the
rate of or change
80
the time for payment of interest on any Note, (iv) waive a Default or Event of
Default in the payment of principal of or premium, if any, or interest on the
Notes (except a rescission of acceleration of the Notes by the holders of at
least a majority in aggregate principal amount of the then outstanding Notes
and a waiver of the payment default that resulted from such acceleration), (v)
make any Note payable in money other than that stated in the Notes, (vi) make
any change in the provisions of the Indenture relating to waivers of past
Defaults or the rights of holders of Notes to receive payments of principal of
or premium, if any, or interest on the Notes, (vii) waive a redemption payment
with respect to any Note (other than a payment required by one of the
covenants described above under the caption "--Repurchase at the Option of
Holders") or (viii) make any change in the foregoing amendment and waiver
provisions.
Without the consent of at least 75% in principal amount of the Notes then
outstanding (including consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes), no waiver or amendment to the
Indenture may make any change in the provisions described above under the
captions "--Change of Control" and "--Asset Sales" that adversely affect the
rights of any holder of Notes.
Notwithstanding the foregoing, without the consent of any holder of Notes,
the Company and the Trustee may amend or supplement the Indenture or the Notes
to cure any ambiguity, defect or inconsistency, to provide for uncertificated
Notes in addition to or in place of certificated Notes, to provide for the
assumption of the Company's obligations to holders of Notes in the case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the holders of Notes or that does not adversely affect
the legal rights under the Indenture of any such holder, or to comply with
requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act.
CONCERNING THE TRUSTEE
The Indenture contains certain limitations on the rights of the Trustee,
should it become a creditor of the Company, to obtain payment of claims in
certain cases, or to realize on certain property received in respect of any
such claim as security or otherwise. The Trustee will be permitted to engage
in other transactions; however, if it acquires any conflicting interest it
must eliminate such conflict within 90 days, apply to the Commission for
permission to continue or resign.
The holders of a majority in principal amount of the then outstanding Notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that, in case an Event of Default
shall occur (which shall not be cured), the Trustee will be required, in the
exercise of its power, to use the degree of care of a prudent man in the
conduct of his own affairs. Subject to such provisions, the Trustee will be
under no obligation to exercise any of its rights or powers under the
Indenture at the request of any holder of Notes, unless such holder shall have
offered to the Trustee security and indemnity satisfactory to it against any
loss, liability or expense.
GOVERNING LAW
The Indenture and the Notes are governed by, and will be construed in
accordance with, the laws of the State of New York.
CERTAIN DEFINITIONS
Set forth below are certain defined terms used in the Indenture. Reference
is made to the Indenture for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.
"Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person,
including, without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person at the time such asset
is acquired by such specified Person.
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"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled
by" and "under common control with"), as used with respect to any Person,
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the voting securities of
a Person shall be deemed to be control.
"Asset Sale" means (i) the sale, lease, conveyance or other disposition of
any assets (including, without limitation, by way of a sale and leaseback)
other than sales of inventory in the ordinary course of business consistent
with past practices (provided that the sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company and its
Subsidiaries taken as a whole will be governed by the provisions of the
Indenture described above under the caption "--Change of Control" and/or the
provisions described above under the caption "--Merger, Consolidation or Sale
of Assets" and not by the provisions described under the caption "--Asset
Sales"), and (ii) the issue or sale by the Company or any of its Subsidiaries
of Equity Interests of any of the Company's Subsidiaries, in the case of
either clause (i) or (ii), whether in a single transaction or a series of
related transactions (A) that have a fair market value in excess of $1.0
million or (B) for net proceeds in excess of $1.0 million. Notwithstanding the
foregoing, (i) a transfer of assets by the Company to a Wholly Owned
Subsidiary that is a Guarantor, or by a Wholly Owned Subsidiary to the Company
or to another Wholly Owned Subsidiary that is a Guarantor, (ii) an issuance of
Equity Interests by a Wholly Owned Subsidiary to the Company or to another
Wholly Owned Subsidiary that is a Guarantor, and (iii) a Restricted Payment or
Permitted Investment that is permitted by the covenant described above under
the caption "--Restricted Payments" will not be deemed to be Asset Sales.
"Attributable Debt" in respect of a sale and leaseback transaction means, at
the time of determination, the present value (discounted at the rate of
interest implicit in such transaction, determined in accordance with GAAP) of
the obligation of the lessee for net rental payments during the remaining term
of the lease included in such sale and leaseback transaction (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended).
"Borrowing Base" means the sum of the following: (i) 100% of cash held
overnight in store safes; (ii) 100% of balances held in store accounts; (iii)
100% of checks held in store safes; (iv) 100% of clearing house transfers
initiated on the previous day and transfers of same-day funds to be credited
to store accounts; (v) 100% of cash held overnight by armored car carriers,
(vi) 100% of eligible government receivables in respect of government
contracts and (vii) 100% of cash balances held in demand deposit accounts
and/or investment accounts. The Borrowing Base shall be determined by the
Company upon each incurrence of Indebtedness, and such determination shall be
conclusive so long as it is made in good faith.
"Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.
"Capital Stock" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership, partnership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.
"Cash Equivalents" means (i) United States dollars, (ii) securities issued
or directly and fully Guaranteed or insured by the United States government or
any agency or instrumentality thereof having maturities of not more than six
months from the date of acquisition, (iii) certificates of deposit and
eurodollar time deposits with maturities of six months or less from the date
of acquisition, bankers' acceptances with maturities not exceeding six months
and overnight bank deposits, in each case with any lender party to the Credit
Agreement or with any
82
domestic commercial bank having capital and surplus in excess of $500.0
million and a Thompson Bank Watch Rating of "B" or better, (iv) repurchase
obligations with a term of not more than seven days for underlying securities
of the types described in clauses (ii) and (iii) above entered into with any
financial institution meeting the qualifications specified in clause (iii)
above, (v) commercial paper having the highest rating obtainable from Moody's
Investors Service, Inc. or Standard & Poor's Ratings Group and (vi) money
market funds registered with the Commission and meeting the requirements of
Section 2(a)(7) of the Investment Company Act of 1940, as amended, and, in
each case, maturing within six months after the date of acquisition.
"Change of Control" means the occurrence of any of the following: (i) the
sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all
or substantially all of the assets of the Company and its Subsidiaries taken
as a whole to any "person" (as such term is used in Section 13(d)(3) of the
Exchange Act), other than the Principals or their Related Parties, (ii) the
adoption of a plan relating to the liquidation or dissolution of the Company,
(iii) the consummation of any transaction (including, without limitation, any
merger or consolidation) the result of which is that any "person" (as defined
above), other than the Principals and their Related Parties, becomes the
"beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under
the Exchange Act), directly or indirectly, of more than 35% of the voting
stock of Holdings or the Company, (iv) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of
which is that Holdings ceases to own 100% of the outstanding Equity Interests
of the Company or (v) the first day on which a majority of the members of the
Board of Directors of the Company are not Continuing Directors.
"Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Net Income of such Person for such period plus (i) an amount
equal to any extraordinary or non-recurring loss plus any net loss realized in
connection with an Asset Sale, the disposition of any securities by such
Person or any of its Subsidiaries or the extinguishment of any Indebtedness by
such Person or its Subsidiaries (to the extent such losses were deducted in
computing such Consolidated Net Income), plus (ii) provision for taxes based
on income or profits of such Person and its Subsidiaries for such period, to
the extent that such provision for taxes was included in computing such
Consolidated Net Income, plus (iii) consolidated interest expense of such
Person and its Subsidiaries for such period, whether paid or accrued and
whether or not capitalized (including, without limitation, amortization of
original issue discount, non-cash interest payments, the interest component of
any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to
Attributable Debt, commissions, discounts and other fees and charges incurred
in respect of letter of credit or bankers' acceptance financings, and net
payments (if any) pursuant to Hedging Obligations), to the extent that any
such expense was deducted in computing such Consolidated Net Income, plus (iv)
depreciation, amortization (including amortization of goodwill and other
intangibles but excluding amortization of prepaid cash expenses that were paid
in a prior period) and other non-cash charges (excluding any such non-cash
charge to the extent that it represents an accrual of or reserve for cash
charges in any future period or amortization of a prepaid cash expense that
was paid in a prior period) of such Person and its Subsidiaries for such
period to the extent that such depreciation, amortization and other non-cash
charges were deducted in computing such Consolidated Net Income, minus (v)
non-cash items increasing consolidated revenues in determining such
Consolidated Net Income for such period, minus (vi) the amount of Earn-out
Obligations paid during such period (to the extent not already reflected as an
expense in Consolidated Net Income), in each case, on a consolidated basis and
determined in accordance with GAAP.
"Consolidated Net Income" means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Subsidiaries for such
period, on a consolidated basis, determined in accordance with GAAP; provided
that (i) the Net Income (but not loss) of any Person that is not a Subsidiary
or that is accounted for by the equity method of accounting shall be included
only to the extent of the amount of dividends or distributions paid in cash to
the referent Person or a Wholly Owned Subsidiary thereof, (ii) the Net Income
of any Subsidiary shall be excluded to the extent that the declaration or
payment of dividends or similar distributions by that Subsidiary of that Net
Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of
83
its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Subsidiary or its
stockholders, (iii) the Net Income of any Person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition
shall be excluded and (iv) the cumulative effect of a change in accounting
principles shall be excluded.
"Consolidated Net Worth" means, with respect to any Person as of any date,
the sum of (i) the consolidated equity of the common stockholders of such
Person and its consolidated Subsidiaries as of such date plus (ii) the
respective amounts reported on such Person's balance sheet as of such date
with respect to any series of preferred stock (other than Disqualified Stock)
that by its terms is not entitled to the payment of dividends unless such
dividends may be declared and paid only out of net earnings in respect of the
year of such declaration and payment, but only to the extent of any cash
received by such Person upon issuance of such preferred stock, less (x) all
write-ups (other than write-ups resulting from foreign currency translations
and write-ups of tangible assets of a going concern business made within 12
months after the acquisition of such business) subsequent to the date of the
Indenture in the book value of any asset owned by such Person or a
consolidated Subsidiary of such Person and (y) all unamortized debt discount
and expense and unamortized deferred charges as of such date, all of the
foregoing determined in accordance with GAAP.
"Continuing Directors" means, as of any date of determination, any member of
the Board of Directors of the Company who (i) was a member of such Board of
Directors on the date of the Indenture or (ii) was nominated for election or
elected to such Board of Directors with the approval, recommendation or
endorsement of a majority of the Continuing Directors who were members of such
Board at the time of such nomination or election.
"Credit Agreement" means that certain Second Amended and Restated Credit
Agreement, dated as of the date of the Indenture, by and among the Company,
the Guarantors, Bank of America NT&SA, as administrative agent, and the
lenders party thereto, including any related notes, Guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, modified, renewed, refunded, replaced or refinanced from
time to time.
"Default" means any event that is or with the passage of time or the giving
of notice or both would be an Event of Default.
"Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
date that is 91 days after the date on which the Notes mature.
"Earn-out Obligations" means contingent payment obligations of the Company
or any of its Subsidiaries incurred in connection with the acquisition of
assets or businesses, which obligations are payable based on the performance
of the assets or businesses so acquired; provided that the amount of such
obligations shall not exceed 25% of the total consideration paid for such
assets or businesses; and provided, further, that the amount of such
obligations outstanding at any time shall be measured by the maximum amount
potentially payable thereunder without regard to performance criteria, the
passage of time or other conditions.
"Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).
"Existing Indebtedness" means (i) $5.1 million of Indebtedness incurred in
connection with the acquisition of Cash-N-Dash Check Cashing, Inc. and (ii) up
to $3.0 million in aggregate principal amount of Indebtedness of the Company
and its Subsidiaries (other than Indebtedness under the Credit Agreement or
any predecessor bank credit facility) in existence on the date of the
Indenture, in each case, until such amounts are repaid.
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"Fixed Charges" means, with respect to any Person for any period, the sum
of, without duplication, (i) the consolidated interest expense of such Person
and its Subsidiaries for such period, whether paid or accrued (including,
without limitation, amortization of original issue discount, non-cash interest
payments, the interest component of any deferred payment obligations, the
interest component of all payments associated with Capital Lease Obligations,
imputed interest with respect to Attributable Debt, commissions, discounts and
other fees and charges incurred in respect of letter of credit or bankers'
acceptance financings, and net payments (if any) pursuant to Hedging
Obligations) and (ii) the consolidated interest expense of such Person and its
Subsidiaries that was capitalized during such period, and (iii) any interest
expense on Indebtedness of another Person that is Guaranteed by such Person or
one of its Subsidiaries or secured by a Lien on assets of such Person or one
of its Subsidiaries (whether or not such Guarantee or Lien is called upon) and
(iv) the product of (A) all cash dividend payments (and non-cash dividend
payments in the case of a Person that is a Subsidiary) on any series of
preferred stock of such Person, times (B) a fraction, the numerator of which
is one and the denominator of which is one minus the then current combined
federal, state and local statutory tax rate of such Person, expressed as a
decimal, in each case, on a consolidated basis and in accordance with GAAP.
"Fixed Charge Coverage Ratio" means with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of such Person for such period
to the Fixed Charges of such Person for such period. In the event that the
Company or any of its Subsidiaries incurs, assumes, Guarantees or redeems any
Indebtedness (other than revolving credit borrowings) or issues preferred
stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated but prior to the date on which the event
for which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect to such incurrence, assumption, Guarantee or
redemption of Indebtedness, or such issuance or redemption of preferred stock
(including the application of any proceeds therefrom), as if the same had
occurred at the beginning of the applicable four-quarter reference period. In
addition, for purposes of making the computation referred to above, (i)
acquisitions that have been made by the Company or any of its Subsidiaries,
including through mergers or consolidations and including any related
financing transactions, during the four-quarter reference period or subsequent
to such reference period and on or prior to the Calculation Date shall be
deemed to have occurred on the first day of the four-quarter reference period
and Consolidated Cash Flow for such reference period shall be calculated to
include the Consolidated Cash Flow of the acquired entities (adjusted to
exclude (x) the cost of any compensation, remuneration or other benefit paid
or provided to any employee, consultant, Affiliate or equity owner of the
acquired entities to the extent such costs are eliminated and not replaced and
(y) the amount of any reduction in general, administrative or overhead costs
of the acquired entities, in each case, as determined in good faith by an
officer of the Company) and without giving effect to clause (iii) of the
proviso set forth in the definition of Consolidated Net Income, and (ii) the
Consolidated Cash Flow attributable to discontinued operations, as determined
in accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, shall be excluded, and (iii) the Fixed Charges attributable
to discontinued operations, as determined in accordance with GAAP, and
operations or businesses disposed of prior to the Calculation Date, shall be
excluded, but only to the extent that the obligations giving rise to such
Fixed Charges will not be obligations of the referent Person or any of its
Subsidiaries following the Calculation Date.
"GAAP" means United States generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect on the date of the
Indenture.
"Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.
"Guarantors" means each of (i) Albuquerque Investments, Inc., Any Kind Check
Cashing Centers, Inc., Check Mart of Louisiana, Inc., Check Mart of New
Mexico, Inc., Check Mart of New Jersey, Inc., Check Mart
85
of Pennsylvania, Inc., Check Mart of Texas, Inc., Check Mart of Washington,
D.C., Inc., Check Mart of Wisconsin, Inc., DFG Warehousing Co., Inc., Dollar
Financial Insurance Corp., Dollar Insurance Administration Corp., Financial
Exchange Company of Michigan, Inc., Financial Exchange Company of Ohio, Inc.,
Financial Exchange Company of Pennsylvania, Inc., Financial Exchange Company
of Pittsburgh, Inc., Financial Exchange Company of Virginia, Inc., L.M.S.
Development Corporation, Monetary Management Corp., Monetary Management
Corporation of Pennsylvania, Monetary Management of California, Inc., Monetary
Management of Maryland, Inc., Monetary Management of New York, Inc., Pacific
Ring Enterprises, Inc., QTV Holdings, Inc. and U.S. Check Exchange Limited
Partnership, and (ii) any other domestic Subsidiary of the Company that
executes a Subsidiary Guarantee in accordance with the provisions of the
Indenture, and their respective successors and assigns.
"Hedging Obligations" means, with respect to any Person, the obligations of
such Person under (i) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements and (ii) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates.
"Holdings" means DFG Holdings, Inc., a Delaware corporation and the 100%
owner of the Company.
"Indebtedness" means, with respect to any Person, any indebtedness of such
Person, whether or not contingent, (i) in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or banker's
acceptances, (ii) representing Capital Lease Obligations, (iii) the balance
deferred and unpaid of the purchase price of any property, except any such
balance that constitutes an accrued expense or trade payable, or (iv)
representing any Hedging Obligations, if and to the extent any of the
foregoing indebtedness (other than letters of credit and Hedging Obligations)
would appear as a liability upon a balance sheet of such Person prepared in
accordance with GAAP, as well as all indebtedness of others secured by a Lien
on any asset of such Person (whether or not such indebtedness is assumed by
such Person) and, to the extent not otherwise included, the Guarantee by such
Person of any Indebtedness of any other Person.
"Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the form of direct or
indirect loans (including Guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP;
provided that an acquisition of assets, Equity Interests or other securities
by the Company for consideration consisting of common equity securities of the
Company shall not be deemed to be an Investment. If the Company or any
Subsidiary of the Company sells or otherwise disposes of any Equity Interests
of any direct or indirect Subsidiary of the Company such that, after giving
effect to any such sale or disposition, such Person is no longer a Subsidiary
of the Company, the Company shall be deemed to have made an Investment on the
date of any such sale or disposition equal to the fair market value of the
Equity Interests of such Subsidiary not sold or disposed of.
"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law (including
any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction).
"Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (i) any gain (but
not loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with (A) any Asset Sale (including, without
limitation, dispositions pursuant to sale and leaseback transactions) or (B)
the disposition of any securities by such Person or any of its Subsidiaries or
the extinguishment of any Indebtedness of such Person or any of its
Subsidiaries and (ii) any extraordinary or
86
nonrecurring gain (but not loss), together with any related provision for
taxes on such extraordinary or nonrecurring gain (but not loss).
"Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its Subsidiaries in respect of any Asset Sale (including, without
limitation, any cash received upon the sale or other disposition of any non-
cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale (including, without limitation, legal, accounting
and investment banking fees, and sales commissions) and any relocation
expenses incurred as a result thereof, taxes paid or payable as a result
thereof (after taking into account any available tax credits or deductions and
any tax sharing arrangements), amounts required to be applied to the repayment
of Indebtedness (other than revolving credit Indebtedness under the Credit
Agreement) secured by a Lien on the asset or assets that were the subject of
such Asset Sale and any reserve for adjustment in respect of the sale price of
such asset or assets established in accordance with GAAP.
"Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.
"Permitted Investments" means (a) any Investment in the Company or in a
Wholly Owned Subsidiary of the Company that is a Guarantor and that is engaged
in the same or a similar line of business as the Company and its Subsidiaries
were engaged in on the date of the Indenture; (b) any Investment in Cash
Equivalents or the Notes; (c) any Investment by the Company or any Subsidiary
of the Company in a Person, if as a result of such Investment (i) such Person
becomes a Wholly Owned Subsidiary of the Company and a Guarantor that is
engaged in the same or a similar line of business as the Company and its
Subsidiaries were engaged in on the date of the Indenture or (ii) such Person
is merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or a
Wholly Owned Subsidiary of the Company that is a Guarantor and that is engaged
in the same or a similar line of business as the Company and its Subsidiaries
were engaged in on the date of the Indenture; (d) any Restricted Investment
made as a result of the receipt of non-cash consideration from an Asset Sale
that was made pursuant to and in compliance with the covenant described above
under the caption "--Repurchase at the Option of Holders--Asset Sales";
(e) other Investments in any Person (other than Holdings or an Affiliate of
Holdings that is not also a Subsidiary of the Company) having an aggregate
fair market value (measured on the date each such Investment was made and
without giving effect to subsequent changes in value), when taken together
with all other Investments made pursuant to this clause (e) that are at the
time outstanding, not to exceed $3.0 million; and (f) any loan by the Company
to a Wholly Owned Subsidiary of the Company that is not a Guarantor and any
other Investment in a Wholly Owned Subsidiary of the Company that is not a
Guarantor to the extent necessary to preserve the full deductibility of
interest relating to Indebtedness of such Subsidiary.
"Permitted Liens" means (i) Liens securing Indebtedness under the Credit
Agreement that was permitted by the terms of the Indenture to be incurred;
(ii) Liens in favor of the Company; (iii) Liens on property of a Person
existing at the time such Person is merged into or consolidated with the
Company or any Subsidiary of the Company, provided that such Liens were in
existence prior to the contemplation of such merger or consolidation and do
not extend to any assets other than those of the Person merged into or
consolidated with the Company; (iv) Liens on property existing at the time of
acquisition thereof by the Company or any Subsidiary of the Company, provided
that such Liens were in existence prior to the contemplation of such
acquisition; (v) Liens to secure the performance of statutory obligations,
surety or appeal bonds, performance bonds or other obligations of a like
nature incurred in the ordinary course of business; (vi) Liens securing
Indebtedness (including Capital Lease Obligations) permitted by clause (iv) of
the second paragraph of the covenant entitled "--Incurrence of Indebtedness
and Issuance of Preferred Stock" covering only the assets acquired with such
Indebtedness; (vii) Liens existing on the date of the Indenture; (viii) Liens
for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded, provided that any
reserve or other appropriate provision as shall be required in conformity with
GAAP shall have been made therefor; (ix) Liens incurred in the ordinary course
of business of the Company or any Subsidiary of the Company with respect to
obligations that do not exceed $5.0 million at any one time outstanding and
that (A) are not incurred in connection with the borrowing of money or
87
the obtaining of advances or credit (other than trade credit in the ordinary
course of business) and (B) do not in the aggregate materially detract from
the value of the property or materially impair the use thereof in the
operation of business by the Company or such Subsidiary; and (x) Liens
securing Permitted Refinancing Debt, provided that the Company was permitted
to incur Liens with respect to the Indebtedness so refinanced.
"Permitted Refinancing Debt" means any Indebtedness of the Company or any of
its Subsidiaries issued in exchange for, or the net proceeds of which are used
to extend, refinance, renew, replace, defease or refund other Indebtedness of
the Company or any of its Subsidiaries; provided that (i) the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Debt does not
exceed the principal amount plus accrued interest (or accreted value, if
applicable) of the Indebtedness so extended, refinanced, renewed, replaced,
defeased or refunded (plus the amount of reasonable expenses incurred in
connection therewith); (ii) such Permitted Refinancing Debt has a final
maturity date later than the final maturity date of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to
Maturity of, the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; (iii) if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded is subordinated in right of payment to
the Notes, such Permitted Refinancing Debt has a final maturity date later
than the final maturity date of, and is subordinated in right of payment to,
the Notes on terms at least as favorable to the holders of Notes as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and (iv) such
Indebtedness is incurred either by the Company or by the Subsidiary who is the
obligor on the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded.
"Principals" means Weiss, Peck & Greer, General Electric Capital
Corporation, Pegasus Partners, L.P., or any person that is a general partner
of either Weiss, Peck & Greer or Pegasus Partners, L.P. as of the date of the
Indenture.
"Related Party" with respect to any Principal means any Subsidiary of such
Principal.
"Restricted Investment" means an Investment other than a Permitted
Investment.
"Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Act, as such Regulation is in effect on the date hereof.
"Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total
voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person (or a combination thereof) and (ii) any partnership (A) the sole
general partner or the managing general partner of which is such Person or a
Subsidiary of such Person or (B) the only general partners of which are such
Person or of one or more Subsidiaries of such Person (or any combination
thereof).
"Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing (i) the sum of the
products obtained by multiplying (A) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (B) the
number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment, by (ii) the then outstanding
principal amount of such Indebtedness.
"Wholly Owned Subsidiary" of any Person means a Subsidiary of such Person
all of the outstanding Capital Stock or other ownership interests of which
(other than directors' qualifying shares) shall at the time be owned by such
Person or by one or more Wholly Owned Subsidiaries of such Person.
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DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS
NEW REVOLVING CREDIT FACILITY
The Company, Bank of America NT&SA, Bank of America Illinois and Lehman
Commercial Paper, Inc. have entered into the New Revolving Credit Facility.
The New Revolving Credit Facility will mature on December 31, 2000 and
provides for an aggregate commitment of up to $25.0 million, subject to a
borrowing base limitation (the "Borrowing Base") based on the aggregate of
certain percentages of the cash and checks held by the Company's stores, or
for their account, and eligible government receivables.
Amounts outstanding under the New Revolving Credit Facility bear interest at
either (i) 0.50% plus the higher of (a) the federal funds rate plus 0.50% per
annum and (b) the rate publicly announced by Bank of America NT&SA, as its
"reference rate" or (ii) the Eurodollar Rate (as defined therein) plus 1.75%,
determined at the Company's option. Amounts outstanding under the New
Revolving Credit Facility are secured by a first priority lien on
substantially all properties and assets of the Company and its current and
future domestic subsidiaries (including all of the capital stock of the
Company's domestic subsidiaries and 65% of the capital stock of the Company's
Canadian subsidiaries). The Company's obligations under the New Revolving
Credit Facility are guaranteed by Holdings and each of the Company's direct
and indirect domestic subsidiaries. The New Notes will rank pari passu in
right of payment with all senior borrowings of the Company, including all
borrowings under the New Revolving Credit Facility.
The New Revolving Credit Facility contains covenants and provisions that
restrict, among other things, the Company's ability to: (i) merge or
consolidate with another entity, (ii) incur additional indebtedness, including
guarantees and excepting, among other things, (a) indebtedness under the New
Revolving Credit Facility, (b) the Notes, (c) $1.0 million in purchase money
indebtedness, (d) indebtedness incurred in the ordinary course of the
Company's business, (e) certain inter-company indebtedness, (f) indebtedness
in respect of hedging agreements, (g) indebtedness incurred in connection with
an overdraft facility with CoreStates Bank, N.A., and (h) indebtedness of the
Company's subsidiary, National Money Mart, Inc., to Bank of Montreal in
connection with certain services provided by Bank of Montreal, (iii) incur
liens on its property, other than liens previously disclosed, purchase money
security interests, certain tax liens, certain liens incurred in the ordinary
course of the Company's business, judgment liens in existence less than 15
business days or with respect to which execution has been stayed or the
payment of which is covered in full by insurance, and liens on assets of
foreign Subsidiaries securing indebtedness not exceeding $3.5 million, (iv)
engage in certain asset sales or other dispositions, excepting, among other
things, such sales which are in the ordinary course of the Company's business
and such sales which are made for fair market value and which do not exceed
$3.0 million in the aggregate, (v) pay dividends, make distributions or
redeem, prepay or repurchase the Notes and (vi) amend the Indenture or the
Registration Rights Agreement unless such amendment is not adverse in any
respect to the lenders under the New Revolving Credit Facility or is not
reasonably likely to have a material adverse effect on the business,
operations, assets, revenues, properties or prospects of the Company. The New
Revolving Credit Facility also contains covenants (i) requiring the Company to
maintain net worth of not less than the sum of (x) $33.0 million plus (y) 50%
of its cumulative net income; (ii) requiring the Company to maintain an
interest coverage ratio on a rolling four-quarter basis equal to not less than
1.50:1 in fiscal 1997, 1.75:1 in fiscal 1998, and 2.00:1 in fiscal 1999 and
2000; (iii) requiring the Company to maintain a ratio of total debt to cash
flow of 5.25:1 in fiscal 1997, 4.50:1 in fiscal 1998 and 4.00:1 in fiscal 1999
and 2000; and (iv) limiting the Company's capital expenditures to $3.5 million
in fiscal 1997, $5.0 million in fiscal 1998, $3.25 million in fiscal 1999 and
$2.0 million in fiscal 2000. The Company is, subject to certain conditions,
allowed to make acquisitions with an aggregate purchase price of up to $17.0
million, which acquisitions have to be completed by June 30, 1999, provided,
however, that acquisitions totalling no more than $15.0 million may be made in
any consecutive four quarters. The New Revolving Credit Facility also contains
covenants that (i) provide that the Company will not engage in any business
activity except the check cashing business and activities incidental thereto,
(ii) restrict the
89
Company from entering into any arrangement for the purchase of materials or
services if such arrangement requires that payment be made regardless of
whether such materials or services are delivered or furnished, (iii) restrict
the Company and its Subsidiaries from entering into transactions with
affiliates except on terms that are fair and equitable and are of the kind a
prudent person would enter into, (iv) restrict the Company from entering into
agreements that restrict the ability of any of the Company's Subsidiaries to
make payments to the Company and (v) restrict the Company from guaranteeing
the indebtedness of others.
Events of default under the New Revolving Credit Facility include, among
other things: (i) any failure of the Company to pay principal, interest or
fees thereunder when due, (ii) default under other Indebtedness,
(iii) noncompliance with or breach of covenants contained in the New Revolving
Credit Facility and certain related documents, (iv) inaccuracy of any
representation or warranty when made by the Company in the New Revolving
Credit Facility and certain related documents, (v) certain events of
bankruptcy or insolvency, (vi) imposition of certain judgment or ERISA liens,
(vii) a Change of Control (as defined in the New Revolving Credit Facility)
and (viii) payment by the Company of more than $350,000 in liquidated damages
under the Registration Rights Agreement. If a bankruptcy event of default
occurs under the New Revolving Credit Facility, the commitments of the lenders
are automatically terminated and the outstanding principal amount of all
outstanding loans and obligations thereunder are immediately due and payable,
without notice or demand. If any other event of default under the New
Revolving Credit Facility occurs and is continuing, the administrative agent,
upon the direction of the lenders holding 66 2/3% of the commitments under the
New Revolving Credit Facility, may declare all or any portion of the
outstanding principal amount of the loans and obligations thereunder due and
payable and/or terminate the commitments of the lenders.
SELLER SUBORDINATED NOTES
In connection with the acquisitions of the 19 stores from ARI, Inc. in
February 1995 and the entities conducting business as Check Mart, Inc. in
September 1994, one of the Company's subsidiaries issued subordinated notes to
the sellers in the principal amounts of $2.7 million having a term of five
years ending on February 15, 1999, and $720,000 having a term of three years
ending on September 29, 1997, respectively, of which $2.6 million and $240,000
respectively remained outstanding at December 31, 1996. The subordinated notes
bear interest at a reference rate plus 1% (9.25% at December 31, 1996). The
notes are subordinated to all present and future obligations of the Company
and will rank junior in right of payment to the New Notes. See "Business--
Legal Proceedings" for discussion of litigation concerning subordinated seller
note in connection with the acquisition of the stores from ARI, Inc.
OTHER DEBT
In connection with the acquisition of the companies conducting business as
"Chex$Cashed", the Company issued notes for non-competition agreements with
the former shareholders of the companies. The notes have a term of four years,
ending on September 1, 1999, and bear interest at the prime rate, as defined,
plus 1%. As of December 31, 1996 the aggregate outstanding balance of these
notes was $53,000. The Company has also financed its insurance premiums, which
financing aggregates $71,000 at December 31, 1996.
90
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The following discussion represents the opinion of Weil, Gotshal & Manges
LLP, counsel to the Company, as to the federal income tax consequences of the
consummation of the Exchange Offer to the holders of the Old Notes and as to
the purchase, ownership and disposition of the New Notes. This discussion does
not consider all aspects of U.S. federal income tax that may be relevant to
the purchase, ownership and disposition of the New Notes by a prospective
investor in light of such investor's personal circumstances. This discussion
only addresses the U.S. federal income tax consequences of ownership of New
Notes held as capital assets within the meaning of Section 1221 of the U.S.
Internal Revenue Code of 1986, as amended (the "Code"), and does not address
the U.S. federal income tax consequences to investors subject to special
treatment under the U.S. federal income tax laws, such as dealers in
securities or foreign currency, tax-exempt entities, banks, thrifts, insurance
companies, persons that hold the New Notes as part of a "straddle", a "hedge"
against currency risk or a "conversion transaction", persons that have a
"functional currency" other than the U.S. dollar, and investors in pass-
through entities. In addition, this discussion is generally limited to the tax
consequences to initial holders. It does not describe any tax consequences
arising out of the tax laws of any state, local or foreign jurisdiction.
This discussion is based upon the Code, existing and proposed regulations
thereunder, and current administrative rulings and court decisions. All of the
foregoing is subject to change, possibly on a retroactive basis, and any such
change could affect the continuing validity of this discussion.
PROSPECTIVE HOLDERS OF THE NEW NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS
CONCERNING THE APPLICATION OF U.S. FEDERAL INCOME TAX LAWS, AS WELL AS THE
LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION, TO THEIR PARTICULAR
SITUATIONS.
U.S. HOLDERS
The following discussion is limited to the U.S. federal income tax
consequences relevant to a holder of a New Note that is (i) a citizen or
resident (as defined in Section 7701(b) (1) of the Code) of the United States,
(ii) a corporation organized under the laws of the United States or any
political subdivision thereof or therein or (iii) an estate or trust, the
income of which is subject to U.S. federal income tax regardless of the source
(a "U.S. Holder"). Certain U.S. federal income tax consequences relevant to a
holder other than a U.S. Holder are discussed separately below.
EXCHANGE OFFER
It is more likely than not that the exchange of the Old Notes for New Notes
pursuant to the Exchange Offer will not be a taxable exchange for U.S. federal
income tax purposes. As a result, it is more likely than not that there will
be no federal income tax consequences to U.S. Holders exchanging the Old Notes
for the New Notes pursuant to the Exchange Offer.
STATED INTEREST
Interest on a New Note will be taxable to a U.S. Holder as ordinary interest
income at the time it accrues or is received in accordance with such holder's
method of accounting for tax purposes.
MARKET DISCOUNT
If a New Note is acquired at a "market discount", some or all of any gain
realized upon a sale, other disposition or payment at maturity (or earlier),
or some or all of the proceeds of a partial principal payment, of such Note
may be treated as ordinary income, as described below. For this purpose,
"market discount" is the excess (if any) of the stated redemption price at
maturity over the purchase price, subject to a statutory de minimis exception.
Unless a U.S. Holder has elected to include the market discount in income as
it accrues, any gain realized on any subsequent disposition of such a Note
(other than in connection with certain nonrecognition transactions) or payment
at maturity (or earlier), or some or all of the proceeds of a partial
principal payment with respect to such Note, will be treated as ordinary
income to the extent of the market discount accrued during the period such
Note was held.
91
The amount of market discount treated as having accrued will be determined
either (i) on a ratable basis by multiplying the market discount times a
fraction, the numerator of which is the number of days the New Note was held
by the U.S. Holder and the denominator of which is the total number of days
after the date such U.S. Holder acquired the New Note up to and including the
date of its maturity or (ii) if the U.S. Holder so elects, on a constant
interest rate method. A U.S. Holder may make that election with respect to any
New Note but, once made, such election is irrevocable.
In lieu of recharacterizing gain upon disposition as ordinary income to the
extent of accrued market discount at the time of disposition, a U.S. Holder of
a New Note acquired at a market discount may elect to include market discount
in income currently, through the use of either the ratable inclusion method or
the elective constant interest method. Once made, the election to include
market discount in income currently applies to all Notes and other obligations
held by the U.S. Holder that are purchased at a market discount during the
taxable year for which the election is made, and all subsequent taxable years
of the U.S. Holder, unless the Internal Revenue Service (the "IRS") consents
to a revocation of the election. If an election is made to include market
discount in income currently, the basis of the New Note in the hands of the
U.S. Holder will be increased by the market discount thereon as it is included
in income.
Unless a U.S. Holder who acquires a New Note at a market discount elects to
include market discount in income currently, such U.S. Holder may be required
to defer deductions for any interest paid on indebtedness allocable to such
Notes in an amount not exceeding the deferred income until such income is
realized.
BOND PREMIUM
If a U.S. Holder purchases a New Note and immediately after the purchase the
adjusted basis of the New Note exceeds the sum of all amounts payable on the
instrument after the purchase date (other than qualified stated interest), the
New Note has "bond premium." A U.S. Holder may elect to amortize such bond
premium over the remaining term of such Note (or, in certain circumstances,
until an earlier call date).
If bond premium is amortized, the amount of interest that must be included
in the U.S. Holder's income for each period ending on an interest payment date
or at the stated maturity, as the case may be, will be reduced by the portion
of premium allocable to such period based on the New Note's yield to maturity.
If such an election to amortize bond premium is not made, a U.S. Holder must
include the full amount of each interest payment in income in accordance with
its regular method of accounting and will receive a tax benefit from the
premium only in computing such Holder's gain or loss upon the sale or other
disposition or payment of the principal amount of the New Note.
An election to amortize premium will apply to amortizable bond premium on
all Notes and other bonds, the interest on which is includible in the U.S.
Holder's gross income, held at the beginning of the U.S. Holder's first
taxable year to which the election applies or are thereafter acquired, and may
be revoked only with the consent of the IRS.
SALE, EXCHANGE OR REDEMPTION OF THE NOTES
Upon the disposition of a New Note by sale, exchange or redemption, a U.S.
Holder will generally recognize gain or loss equal to the difference between
(i) the amount realized on the disposition (other than amounts attributable to
accrued interest) and (ii) the U.S. Holder's tax basis in the New Note. A U.S.
Holder's tax basis in a New Note generally will equal the cost of the Note
(net of accrued interest) to the U.S. Holder increased by amounts includible
in income as market discount (if the holder elects to include market discount
on a current basis) and reduced by any amortized bond premium.
Provided the New Note is held as a capital asset, such gain or loss (except
as otherwise provided by the market discount rules) will generally constitute
capital gain or loss and will be long-term capital gain or loss if the U.S.
Holder has held such New Note for more than one year.
92
BACKUP WITHHOLDING AND INFORMATION REPORTING
Under the Code, a U.S. Holder of a New Note may be subject, under certain
circumstances, to information reporting and/or backup withholding at a 31%
rate with respect to cash payments in respect of interest or the gross
proceeds from dispositions thereof. This withholding applies only if the
holder (i) fails to furnish its social security or other taxpayer
identification number ("TIN") within a reasonable time after a request
therefor, (ii) furnishes an incorrect TIN, (iii) fails to report interest
properly, or (iv) fails, under certain circumstances, to provide a certified
statement, signed under penalty of perjury, that the TIN provided is its
correct number and that it is not subject to backup withholding. Any amount
withheld from a payment to a U.S. Holder under the backup withholding rules is
allowable as a credit (and may entitle such holder to a refund) against such
holder's U.S. federal income tax liability, provided that the required
information is furnished to the IRS. Certain persons are exempt from backup
withholding, including corporations and financial institutions. U.S. Holders
of New Notes should consult their tax advisors as to their qualification for
exemption from withholding and the procedure for obtaining such exemption.
NON-U.S. HOLDERS
The following discussion is limited to the U.S. federal income tax
consequences relevant to a holder of a New Note that is not (i) a citizen or
resident of the United States, (ii) a corporation organized under the laws of
the United States or any political subdivision thereof or therein or (iii) an
estate or trust, the income of which is subject to U.S. federal income tax
regardless of the source (a "Non-U.S. Holder").
This discussion does not deal with all aspects of U.S. federal income and
estate taxation that may be relevant to the purchase, ownership or disposition
of the New Notes by any particular Non-U.S. Holder in light of such Holder's
personal circumstances, including holding the New Notes through a partnership,
trust or estate. For example, persons who are partners in foreign partnerships
or beneficiaries of foreign trusts or estates who are subject to U.S. federal
income tax because of their own status, such as United States residents or
foreign persons engaged in a trade or business in the United States, may be
subject to U.S. federal income tax or income and gain from the New Notes, even
though the entity is not so subject.
For purposes of the following discussion, interest and gain on the sale,
exchange or other disposition of the New Note will be considered "U.S. trade
or business income" if such income or gain is (i) effectively connected with
the conduct of a U.S. trade or business or (ii) in the case of a treaty
resident, attributable to a U.S. permanent establishment (or to a fixed base)
in the United States.
STATED INTEREST
Generally, any interest paid to a Non-U.S. Holder of a New Note that is not
U.S. trade or business income will not be subject to United States tax if the
interest qualifies as "portfolio interest." Generally, interest on the New
Notes will qualify as portfolio interest if (i) the Non-U.S. Holder does not
actually or constructively own 10% or more of the total voting power of all
voting stock of the Company and is not a "controlled foreign corporation" with
respect to which the Company is a "related person" within the meaning of the
Code, (ii) the Non-U.S. Holder is not a bank receiving such interest on an
extension of credit made pursuant to a loan agreement entered into in the
ordinary course of its trade or business and (iii) the beneficial owner, under
penalty of perjury, certifies that the beneficial owner is not a United States
person and such certificate provides the beneficial owner's name and address.
The gross amount of payments to a Non-U.S. Holder of interest that do not
qualify for the portfolio interest exception and that are not U.S. trade or
business income will be subject to U.S. federal income tax at the rate of 30%,
unless a U.S. income tax treaty applies to reduce or eliminate withholding.
U.S. trade or business income will be taxed at regular U.S. rates rather than
the 30% withholding rate. To claim the benefit of a tax treaty or to claim
exemption from withholding because the income is U.S. trade or business
income, the Non-U.S. Holder must provide a properly executed Form 1001 or 4224
(or such successor forms as the IRS designates), as applicable, prior to the
payment of interest. These forms must be periodically updated. Under proposed
regulations, the Forms 1001 and 4224 will be replaced by Form W-8. Also under
proposed regulations, a Non-U.S. Holder who is claiming the benefits of a
treaty may be required to obtain a U.S. taxpayer identification number and to
provide certain documentary evidence issued by foreign governmental
authorities to prove residence in the foreign country. Certain special
procedures are provided in the proposed regulations for payments through
qualified intermediaries.
93
SALE, EXCHANGE OR REDEMPTION OF NOTES
Except as described below and subject to the discussion concerning backup
withholding, any gain realized by a Non-U.S. Holder on the sale, exchange or
redemption of a New Note generally will not be subject to U.S. federal income
tax, unless (i) such gain is U.S. trade or business income, (ii) subject to
certain exceptions, the Non-U.S. Holder is an individual who holds the New
Note as a capital asset and is present in the United States for 183 days or
more in the taxable year of the disposition, or (iii) the Non-U.S. Holder is
subject to tax pursuant to the provisions of U.S. tax law applicable to
certain U.S. expatriates.
FEDERAL ESTATE TAX
New Notes held (or treated as held) by an individual who is a Non-U.S.
Holder at the time of his or her death will not be subject to U.S. federal
estate tax provided that the individual does not actually or constructively
own 10% or more of the total voting power of all voting stock of the Company
and income on the Notes was not U.S. trade or business income.
INFORMATION REPORTING AND BACKUP WITHHOLDING
The Company must report annually to the IRS and to each Non-U.S. Holder any
interest that is subject to withholding or that is exempt from U.S.
withholding tax pursuant to a tax treaty or the portfolio interest exception.
Copies of these information returns may also be made available under the
provisions of a specific treaty or agreement to the tax authorities of the
country in which the Non-U.S. Holder resides (or is otherwise subject to tax).
The regulations provide that backup withholding and information reporting
will not apply to payments of principal on the New Notes by the Company to a
Non-U.S. Holder, if the Holder certifies as to its non-U.S. status under
penalties of perjury or otherwise establishes an exemption (provided that
neither the Company nor its paying agent has actual knowledge that the holder
is a United States person or that the conditions of any other exemption are
not, in fact, satisfied).
The payment of the proceeds from the disposition of New Notes to or through
the United States office of any broker, U.S. or foreign, will be subject to
information reporting and possible backup withholding unless the owner
certifies as its non-U.S. status under penalty of perjury or otherwise
establishes an exemption, provided that the broker does not have actual
knowledge that the Holder is a U.S. person or that the conditions of any other
exemption are not, in fact, satisfied. The payment of the proceeds from the
disposition of a New Note to or through a non-U.S. office of a non-U.S. broker
that is not a U.S. related person will not be subject to information reporting
or backup withholding. For this purpose, a "U.S. related person" is (i) a
"controlled foreign corporation" for U.S. federal income tax purposes or (ii)
a foreign person 50% or more of whose gross income from all sources for the
three-year period ending with the close of its taxable year preceding the
payment (or for such part of the period that the broker has been in existence)
is derived from activities that are effectively connected with the conduct of
a United States trade or business.
In the case of the payment of proceeds from the disposition of New Notes to
or through a non-U.S. office of a broker that is either a U.S. person or a
U.S. related person, the regulations require information reporting on the
payment unless the broker has documentary evidence in its files that the owner
is a Non-U.S. Holder and the broker has no knowledge to the contrary. Backup
withholding will not apply to payments made through foreign offices of a
broker that is a U.S. person or a U.S. related person (absent actual knowledge
that the payee is a U.S. person).
Any amounts withheld under the backup withholding rules from a payment to a
Non-U.S. Holder will be allowed as a refund or a credit against such Non-U.S.
Holder's U.S. federal income tax liability, provided that the requisite
procedures are followed.
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PLAN OF DISTRIBUTION
Each broker-dealer that receives New Notes for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of New Notes received in exchange for Old Notes where
such Old Notes were acquired as a result of market-making activities or other
trading activities. The Company has agreed that, for a period of 180 days
after the Expiration Date, it will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any
such resale.
The Company will not receive any proceeds from any sale of New Notes by
broker-dealers. New Notes received by broker-dealers for their own account
pursuant to the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the New Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or negotiated prices. Any such
resale may be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or concessions from
any such broker-dealer or the purchasers of any such New Notes. Any broker-
dealer that resells New Notes that were received by it for its own account
pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such New Notes may be deemed to be an "underwriter" within the
meaning of the Securities Act and any profit on any such resale of New Notes
and any commission or concessions received by any such persons may be deemed
to be underwriting compensation under the Securities Act. The Letter of
Transmittal states that, by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.
For a period of 180 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
Supplement to this Prospectus to any broker-dealer that requests such
documents in the Letter of Transmittal. The Company has agreed, pursuant to
the Registration Rights Agreement, to pay all expenses incident to the
Exchange Offer (including the expenses of one counsel for all the holders of
the Notes as a single class) other than commissions or concessions of any
brokers or dealers and will indemnify the holders of the Notes (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.
LEGAL MATTERS
The validity of the Notes offered hereby will be passed upon for the Company
and certain of the Guarantors by Weil, Gotshal & Manges LLP, New York, New
York.
EXPERTS
The consolidated financial statements of Dollar Financial Group, Inc., at
June 30, 1996 and 1995 and for each of the two years in the period then ended,
for the six months ended June 30, 1994 and for the year ended December 31,
1993, appearing in this Prospectus and Registration Statement, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon appearing elsewhere herein, and are included in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
The financial statements of Any Kind Check Cashing Centers, Inc. as of
December 31, 1995 and 1994 and for the three years then ended, appearing in
this Prospectus and elsewhere in the Registration Statement, have been audited
by McGladrey & Pullen, LLP, independent auditors, as stated in their report
appearing herein, and are included in reliance upon such reports given upon
the authority of such firm as experts in accounting and auditing.
95
The combined balance sheets of L.M.S. Development Corporation, Pacific Ring
Enterprises, Inc. and NCCI Corporation, collectively doing business as
Chex$Cashed as of December 31, 1994 and 1993 and the related combined
statements of operations and of cash flows for the years ended December 31,
1994 and 1993 and the period from January 1, 1995 through September 18, 1995,
appearing in this Prospectus and Registration Statement, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
The financial statements of National Money Mart Inc. as of December 31, 1995
and for each of the two years then ended, appearing in this Prospectus and
elsewhere in the Registration Statement, have been audited by Ernst & Young,
Chartered Accountants, as set forth in their report appearing elsewhere
herein, and are included in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing.
The financial statements of Cash-N-Dash Check Cashing, Inc. as of December
31, 1995 and 1994 and for the three years then ended appearing in this
Prospectus and Registration Statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon appearing elsewhere
herein, and are included in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing.
The financial statements of ABC Check Cashing, Inc. as of December 31, 1995
and 1994 and for the three years then ended, appearing in this Prospectus and
elsewhere in the Registration Statement, have been audited by William Proper &
Company, independent certified public accountants, as stated in their report
appearing herein and are included in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
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INDEX TO FINANCIAL STATEMENTS
PAGE
----
DOLLAR FINANCIAL GROUP, INC.
Consolidated balance sheets of Dollar Financial Group, Inc. as of
December 31, 1996 (unaudited), June 30, 1996 and 1995, and the related
consolidated statements of operations, shareholder's equity, and cash
flows for the six months ended December 31, 1996 and 1995 (unaudited),
for the years ended June 30, 1996 and 1995 (collectively, the financial
statements of the "Successor" company), for the six-month transition
period ended June 30, 1994 and for the year ended December 31, 1993
(collectively, the financial statements of the "Predecessor" company)
with accompanying notes and Report of Independent Auditors thereon..... F-2
ANY KIND CHECK CASHING CENTERS, INC.
Consolidated balance sheets of Any Kind Check Cashing Centers, Inc. and
consolidated partnership as of June 30, 1996 (unaudited), December 31,
1995 and 1994, and the related consolidated statements of income,
retained earnings and minority interest in consolidated partnership,
and cash flows for the six months ending June 30, 1996 (unaudited) and
for each of the three years in the period ended December 31, 1995 with
accompanying notes and Independent Auditor's Report thereon............ F-26
L.M.S. DEVELOPMENT CORPORATION, PACIFIC RING ENTERPRISES, INC. AND NCCI
CORPORATION, COLLECTIVELY DOING BUSINESS AS CHEX$CASHED
Combined balance sheets of L.M.S. Development Corporation, Pacific Ring
Enterprises, Inc. and NCCI Corporation, collectively doing business as
Chex$Cashed, as of December 31, 1994 and 1993 and the related combined
statements of income, shareholders' equity and cash flows for the
period from January 1, 1995 through September 18, 1995 and for each of
the two years in the period ended December 31, 1994 with accompanying
notes and Report of Independent Auditors thereon....................... F-36
NATIONAL MONEY MART INC.
Consolidated balance sheets of National Money Mart Inc. as of September
30, 1996 (unaudited), December 31, 1995 and 1994 and the related
consolidated statements of income and retained earnings and cash flows
for the nine months ended September 30, 1996 and 1995 (unaudited) and
for each of the two years in the period ended December 31, 1995 with
accompanying notes and the Auditor's Report thereon.................... F-45
CASH-N-DASH CHECK CASHING, INC.
Balance sheets of Cash-N-Dash Check Cashing, Inc. as of September 30,
1996 (unaudited), December 31, 1995 and 1994 and the related statements
of income, shareholders' equity and cash flows for the nine months
ended September 30, 1996 and 1995 (unaudited) and for each of the three
years in the period ended December 31, 1995 with accompanying notes and
Report of Independent Auditors thereon................................. F-52
ABC CHECK CASHING, INC.
Balance sheets of ABC Check Cashing, Inc. as of June 30, 1996
(unaudited), December 31, 1995 and 1994 and the related statements of
earnings and retained earnings and cash flows for the six months ended
June 30, 1996 and 1995 (unaudited) and for each of the three years in
the period ended December 31, 1995 with accompanying notes and Report
of Independent Certified Public Accountants thereon.................... F-61
F-1
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and
Shareholders
DFG Holdings, Inc.
We have audited the accompanying consolidated balance sheets of Dollar
Financial Group, Inc. as of June 30, 1996 and 1995, and the related
consolidated statements of operations, shareholder's equity, and cash flows
for each of the two years in the period ended June 30, 1996 and for the six
months ended June 30, 1994 and for the year ended December 31, 1993. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Dollar
Financial Group, Inc. at June 30, 1996 and 1995, and the consolidated results
of its operations and its cash flows for each of the two years in the period
ended June 30, 1996 and for the six months ended June 30, 1994 and for the
year ended December 31, 1993, in conformity with generally accepted accounting
principles.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
August 8, 1996, except for the
second paragraph of Note 14, as to
which the date is August 28, 1996,
and Note 16, as to which the date is February 10, 1997
F-2
DOLLAR FINANCIAL GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
JUNE 30,
--------------- DECEMBER 31,
1995 1996 1996
------- ------- ------------
(UNAUDITED)
ASSETS
Cash and cash equivalents........................ $19,778 $22,545 $ 61,911
Accounts receivable.............................. 3,745 4,441 7,892
Prepaid expenses................................. 1,468 1,790 2,519
Deferred income taxes............................ 70 1,861 2,586
Note receivable--officer......................... 200 200 200
Properties and equipment, net of accumulated
depreciation of $1,061, $1,926 and $2,637....... 3,903 3,345 6,868
Cost assigned to contracts acquired, net of
accumulated amortization of $360, $660 and
$800............................................ 440 140 692
Cost in excess of net assets acquired, less
accumulated amortization of $880, $1,964 and
$3,257.......................................... 29,996 31,989 93,336
Debt issuance costs, less accumulated
amortization of $223, $394 and $2............... 687 717 4,900
Other............................................ 400 416 984
------- ------- --------
$60,687 $67,444 $181,888
======= ======= ========
LIABILITIES AND SHAREHOLDER'S EQUITY
Accounts payable................................. $ 5,761 $ 6,844 $ 14,514
Advance from money transfer agent................ -- -- 3,000
Due to seller of acquired company................ -- -- 5,101
Accrued expenses................................. 3,655 4,363 9,644
10 7/8% Senior Notes due 2006.................... -- -- 110,000
Revolving credit facility........................ 6,208 7,738 --
Long-term debt and subordinated notes payable.... 29,288 34,792 3,006
Shareholder's equity:
Common stock, $1 par value: 20,000 shares
authorized; 100 shares issued and outstanding
at June 30, 1995 and 1996, and at December 31,
1996.......................................... -- -- --
Foreign currency translation................... -- -- (82)
Additional paid-in capital..................... 15,215 15,215 39,888
Retained earnings (accumulated deficit)........ 560 (1,508) (3,183)
------- ------- --------
Total shareholder's equity....................... 15,775 13,707 36,623
------- ------- --------
$60,687 $67,444 $181,888
======= ======= ========
See accompanying notes.
F-3
DOLLAR FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
SIX MONTHS ENDED
YEAR ENDED SIX MONTHS YEAR ENDED JUNE 30, DECEMBER 31,
DECEMBER 31, ENDED ------------------- -------------------
1993 JUNE 30, 1994 1995 1996 1995 1996
------------ ------------- --------- --------- --------- ---------
(UNAUDITED)
PREDECESSOR PREDECESSOR SUCCESSOR SUCCESSOR SUCCESSOR SUCCESSOR
Revenues................ $28,734 $14,676 $34,834 $42,430 $20,503 $32,900
Store and regional
expenses:
Salaries and
benefits............. 8,354 4,266 11,042 13,975 6,758 11,174
Occupancy............. 2,578 1,313 3,122 4,031 2,001 3,317
Depreciation.......... 1,102 483 894 893 490 570
Other................. 8,139 4,132 9,577 11,709 5,816 8,542
------- ------- ------- ------- ------- -------
Total store and regional
expenses............... 20,173 10,194 24,635 30,608 15,065 23,603
Corporate expenses...... 4,414 2,321 4,414 5,360 2,598 3,023
Loss on store closings
and sales.............. 110 36 93 4,501 4,455 7
Other depreciation and
amortization........... 1,183 319 1,630 1,858 933 1,590
Interest expense........ 1,597 721 2,480 3,385 1,676 3,712
------- ------- ------- ------- ------- -------
Income (loss) before
taxes and extraordinary
item................... 1,257 1,085 1,582 (3,282) (4,224) 965
Income tax provision
(benefit) ............. 205 174 1,022 (1,214) (1,650) 617
------- ------- ------- ------- ------- -------
Income (loss) before
extraordinary item..... 1,052 911 560 (2,068) (2,574) 348
Extraordinary loss on
debt extinguishment
(net of income tax
benefit of $1,042)..... -- -- -- -- -- (2,023)
------- ------- ------- ------- ------- -------
Net income (loss)... $ 1,052 $ 911 $ 560 $(2,068) $(2,574) $(1,675)
======= ======= ======= ======= ======= =======
See accompanying notes.
F-4
DOLLAR FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
RETAINED FOREIGN
COMMON STOCK ADDITIONAL EARNINGS CURRENCY TOTAL
------------- PAID-IN (ACCUMULATED NOTES UNEARNED TRANSLATION SHAREHOLDER'S
SHARES AMOUNT CAPITAL DEFICIT) RECEIVABLE COMPENSATION ADJUSTMENT EQUITY
------ ------ ---------- ------------ ---------- ------------ ----------- -------------
PREDECESSOR COMPANY
-------------------
Balance, December 31,
1992................... 100 -- $12,399 $(6,050) $(313) $ (62) $-- $ 5,974
Earned compensation.... 62 62
Dividends paid to
parent................ (1,500) (1,500)
Payment of notes
receivable............ 120 120
Net income for the year
ended December 31,
1993.................. 1,052 1,052
--- --- ------- ------- ----- ----- ---- -------
Balance, December 31,
1993................... 100 -- 12,399 (6,498) (193) -- -- 5,708
Dividends paid to
parent................ (310) (310)
Net income for the six
months ended June 30,
1994.................. 911 911
--- --- ------- ------- ----- ----- ---- -------
Balance, June 30, 1994.. 100 -- $12,399 $(5,897) $(193) $ -- $-- $ 6,309
=== === ======= ======= ===== ===== ==== =======
SUCCESSOR COMPANY
-----------------
Balance, June 30, 1994.. 100 -- $15,160 $ -- $ -- $ -- $-- $15,160
Capital contribution
from parent........... 55 55
Net income for the year
ended
June 30, 1995......... 560 560
--- --- ------- ------- ----- ----- ---- -------
Balance, June 30, 1995.. 100 -- 15,215 560 -- -- -- 15,775
Net loss for the year
ended
June 30, 1996......... (2,068) (2,068)
--- --- ------- ------- ----- ----- ---- -------
Balance, June 30, 1996.. 100 -- 15,215 (1,508) -- -- -- 13,707
Capital contribution
from parent, net of
issuance costs
(unaudited)........... 24,673 24,673
Translation adjustment
for
the six months ended
December 31, 1996
(unaudited)........... (82) (82)
Net loss for the six
months ended December
31, 1996 (unaudited).. (1,675) (1,675)
--- --- ------- ------- ----- ----- ---- -------
Balance, December 31,
1996 (unaudited)....... 100 -- $39,888 $(3,183) $ -- $ -- $(82) $36,623
=== === ======= ======= ===== ===== ==== =======
See accompanying notes.
F-5
DOLLAR FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
SIX MONTHS
YEAR SIX MONTHS YEAR ENDED ENDED
ENDED ENDED JUNE 30, DECEMBER 31,
DECEMBER 31, JUNE 30, ----------------- ------------------
1993 1994 1995 1996 1995 1996
------------ ---------- ------- -------- -------- --------
(UNAUDITED)
PREDECESSOR SUCCESSOR SUCCESSOR
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income (loss)....... $ 1,052 $ 911 $ 560 $ (2,068) $ (2,574) $ (1,675)
Adjustments to reconcile
net income (loss) to
net cash provided by
operating activities:
Depreciation and
amortization......... 2,677 926 2,524 2,751 1,433 2,291
Losses (gains) on
store closings and
sales................ 110 36 93 4,501 4,455 7
Write-off of debt
issuance cost........ -- -- -- -- -- 2,023
Deferred tax provision
(benefit)............ -- -- 406 (1,282) (1,259) (725)
Change in assets and
liabilities (net of
effect of
acquisitions):
(Increase) decrease
in accounts
receivable......... (1,681) 800 960 (696) (1,194) (1,751)
(Increase) decrease
in prepaid expenses
and other assets... (130) 117 (753) (661) (267) (750)
Increase (decrease)
in accounts payable
and accrued
expenses........... 589 (1,178) 560 1,124 2,120 7,311
------- ------- ------- -------- -------- --------
Net cash provided by
operating activities... 2,617 1,612 4,350 3,669 2,714 6,731
CASH FLOWS FROM
INVESTING ACTIVITIES:
Acquisitions, net of
cash acquired.......... (264) -- (8,147) (7,269) (6,855) (54,297)
Deferred startup costs.. (49) -- -- -- -- --
Additions to properties
and equipment.......... (309) (756) (1,468) (877) (416) (525)
------- ------- ------- -------- -------- --------
Net cash used in
investing activities... (622) (756) (9,615) (8,146) (7,271) (54,822)
CASH FLOWS FROM
FINANCING ACTIVITIES:
Payments on long-term
debt................... (1,000) (701) (919) (3,336) (1,420) (66,788)
Proceeds from advance
from money transfer
agent.................. -- -- -- -- -- 3,000
Payments on subordinated
notes payable.......... (20) (106) (153) (342) (204) (165)
Net increase (decrease)
in revolving credit
facility............... -- -- 2,208 1,530 3,691 (7,738)
Dividends paid to
parent................. (628) -- -- -- -- --
Proceeds from long-term
debt................... 247 -- 9,940 9,182 9,102 145,000
Payments of debt
issuance costs......... -- -- -- -- (200) (7,407)
Proceeds from equity
contribution from
parent................. -- -- 5 210 210 21,652
------- ------- ------- -------- -------- --------
Net cash (used in)
provided by financing
activities............. (1,401) (807) 11,081 7,244 11,179 87,554
Effect of exchange rate
changes on cash........ -- -- -- -- -- (97)
------- ------- ------- -------- -------- --------
Net increase in cash and
cash equivalents....... 594 49 5,816 2,767 6,622 39,366
Cash and cash
equivalents at
beginning of period.... 10,380 10,974 13,962 19,778 19,778 22,545
------- ------- ------- -------- -------- --------
Cash and cash
equivalents at end of
period................. $10,974 $11,023 $19,778 $ 22,545 $ 26,400 $ 61,911
======= ======= ======= ======== ======== ========
SUPPLEMENTAL DISCLOSURES
OF CASH FLOW
INFORMATION:
Interest paid........... $ 1,720 $ 721 $ 2,413 $ 3,226 $ 1,683 $ 1,948
Income taxes............ $ 134 $ 272 $ 730 $ 21 $ 51 $ 15
SUPPLEMENTAL SCHEDULE OF
NONCASH INVESTING AND
FINANCING ACTIVITIES:
Subordinated notes
payable issued in
connection with
acquisitions........... $ -- $ -- $ 3,420 $ -- $ 80 $ --
Capital contribution
from parent in
connection with
acquisition of Any Kind
Check Cashing Centers,
Inc.................... $ -- $ -- $ -- $ -- $ -- $ 2,000
Capital contribution
from parent in
connection with
acquisition of Cash-N-
Dash Check Cashing,
Inc. .................. $ -- $ -- $ -- $ -- $ -- $ 500
Capital contribution
from parent in
connection with
acquisition of National
Money Mart, Inc. ...... $ -- $ -- $ -- $ -- $ -- $ 520
Financing provided for
insurance premiums..... $ -- $ -- $ -- $ -- $ -- $ 166
See accompanying notes.
F-6
DOLLAR FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED WITH RESPECT TO DECEMBER 31, 1995 AND 1996)
JUNE 30, 1996
1. ORGANIZATION AND BUSINESS
The accompanying consolidated financial statements are those of Dollar
Financial Group, Inc. (the "Company," formerly known as Monetary Management
Corporation), and its wholly-owned subsidiaries. The Company is a wholly-owned
subsidiary of DFG Holdings, Inc. ("Holdings," formerly known as Monetary
Management Holdings, Inc.). The activities of Holdings consist primarily of its
investment in the Company. Holdings has no employees or operating activities.
On June 30, 1994 MMH Transit Co. ("MMHT"), a Delaware corporation, was formed
principally by two private equity funds sponsored by Weiss, Peck and Greer,
through the issuance of 15,000 shares of common stock at $1,010.67 per share.
Total consideration was $15,160,000. Pursuant to an Agreement and Plan of
Merger dated as of June 30, 1994 among MMHT, Bear Stearns Acquisition XII, Inc.
(the predecessor majority shareholder of Holdings), and Holdings, Holdings and
MMHT consummated a merger whereby MMHT acquired all of the outstanding common
stock and warrants of Holdings for $10,500,000. MMHT was merged with and into
Holdings, and the separate corporate existence of MMHT ceased and Holdings is
the surviving corporation in the merger. References to the Successor refer to
the Company for the periods subsequent to the acquisition on June 30, 1994 and
references to the Predecessor refer to the Company for periods prior to the
acquisition on June 30, 1994.
The acquisition of Holdings on June 30, 1994 was accounted for under the
purchase method of accounting and, accordingly, the acquisition cost was
allocated to the fair value of net assets acquired. The cost of acquiring
Holdings was, in turn, allocated to the Company and used to establish a new
accounting basis in the Company's financial statements.
Below is a condensed balance sheet of the Company on June 30, 1994 after
giving effect to the purchase method of accounting and after giving effect to
an additional $4.6 million capital contribution from Holdings on June 30, 1994
and the refinancing of the Predecessor's existing indebtedness which occurred
on June 30, 1994 (in thousands).
ASSETS
Cash........................ $13,962
Accounts receivable......... 4,705
Prepaid expenses and other
assets..................... 654
Properties and equipment.... 2,891
Goodwill.................... 20,897
Cost of contracts acquired.. 800
Debt issuance costs......... 873
-------
TOTAL ASSETS................ $44,782
=======
LIABILITIES
Accounts payable and accrued
expenses..................... $ 8,622
Debt.......................... 21,000
-------
29,622
Shareholder's equity.......... 15,160
-------
TOTAL LIABILITIES AND
SHAREHOLDER'S EQUITY....... $44,782
=======
The Company, through its subsidiaries, provides retail financial and
government contractual services to the general public through a network of
approximately 155 locations operating as Check Mart(R), Chex$Cashed,
QwiCash(R), Almost-A-Banc, and Financial Exchange Company(R) in twelve states.
The services provided at the Company's retail locations include check cashing,
sale of money orders, money transfer services, issuance of food stamps and
other welfare benefits, and various other related services. Additionally, the
Company, through its merchant services division, maintains and services the
network of electronic government benefits distribution to several hundred
merchants throughout the State of New York.
F-7
DOLLAR FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO DECEMBER 31, 1995 AND 1996)
2. SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.
Principles of Consolidation
The accompanying financial statements include the accounts of the Company
and its wholly owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Fiscal Year
Prior to the acquisition discussed in Note 1, the Company maintained a
December 31 fiscal year. Effective with the acquisition, the Company changed
its fiscal year to June 30.
Property and Equipment
Office properties and equipment are carried at cost. Depreciation is
computed using the straight-line method over the estimated useful lives of the
assets, which vary from five to fifteen years.
Intangible Assets
The cost in excess of net assets acquired or goodwill was amortized using
the straight-line method over a useful life of forty years by the Predecessor
and is being amortized over thirty years by the Successor. The carrying value
of goodwill is reviewed annually to determine whether the facts and
circumstances suggest that the value may be impaired. If this review indicates
that the value will not be recoverable, as determined based on undiscounted
cash flows from operations before interest, the carrying value will be reduced
to an amount determined on the basis of such undiscounted cash flows. The cost
assigned to acquired contracts with various governmental agencies is being
amortized over the remaining contractual lives of the contracts which expire
on various dates through December 31, 1996.
Debt Issuance Costs
Debt issuance costs incurred are amortized over the five-year remaining term
of the related debt.
Store and Regional Expenses
The direct costs incurred in operating the Company's stores and providing
services under the Company's merchant services contracts have been classified
as store expenses. Store expenses include salaries and benefits of store and
regional employees, rent and other occupancy costs, depreciation of properties
and equipment, bank charges, armored security costs, net returned checks, cash
and food stamp shortages and other costs incurred by the stores. Excluded from
store operations are the corporate expenses of the Company which include
salaries and benefits of corporate employees, professional fees, and travel
costs.
Returned Checks
The Company charges operations for losses on returned checks in the period
such checks are returned, since ultimate collection of these items is
uncertain. Recoveries on returned checks are credited in the period when the
recovery is received. The net expense for bad checks included in Other Store
Expenses in the accompanying consolidated statement of operations was $362,000
for the year ended December 31, 1993, $256,000 for the six months ended June
30, 1994, $803,000 and $1,165,000 for the years ended June 30, 1995 and 1996,
respectively, and $676,000 and $1,398,000 for the six months ended December
31, 1995 and 1996, respectively.
F-8
DOLLAR FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO DECEMBER 31, 1995 AND 1996)
Income Taxes
The Company uses the liability method to account for income taxes.
Accordingly, deferred income taxes have been determined by applying current
tax rates to temporary differences between the amount of assets and
liabilities determined for income tax and financial reporting purposes.
The Company and its subsidiaries file a consolidated federal income tax
return with Holdings.
Employees' Retirement Plan
Retirement benefits are provided to substantially all full-time employees
who have completed 1,000 hours of service through a defined contribution
retirement plan. The Company will match 50% of each employee's contribution,
up to 4% of the employee's annual salary. In addition, a discretionary
contribution may be made if the Company meets its financial objectives. The
amount of contributions charged to expense was $88,000 for the year ended
December 31, 1993, $47,000 for the six months ended June 30, 1994, $96,000 and
$129,000 for the years ended June 30, 1995 and 1996, respectively, and $54,000
and $97,000 for the six months ended December 31, 1995 and 1996, respectively.
Advertising Costs
The Company expenses advertising costs as incurred. Advertising costs
charged to expense were $437,000 for the year ended December 31, 1993,
$172,000 for the six months ended June 30, 1994, $589,000 and $705,000 for the
years ended June 30, 1995 and 1996, respectively, and $318,000 and $516,000
for the six months ended December 31, 1995 and 1996, respectively.
Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed of
In March 1995, the Financial Accounting Standards Board issued SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed of," which requires impairment losses to be recorded on long-
lived assets used in operations when indicators of impairment are present and
the undiscounted cash flows estimated to be generated by those assets are less
than the assets' carrying amount. SFAS No. 121 also addresses the accounting
for long- lived assets that are expected to be disposed of. The Company will
adopt SFAS No. 121 in 1997 and, based on current circumstances, does not
believe the effect of adoption will be material.
Fair Value of Financial Instruments
The carrying value of cash approximates its fair value because of its short-
term maturities. The carrying values of long-term debt, subordinated notes
payable and the revolving credit facility approximate their fair values, as
all debt obligations carry a variable interest rate.
Unaudited Interim Financial Statements
The Company, in its opinion, has included all adjustments (consisting only
of normal recurring accruals) necessary for a fair presentation of its
financial position at December 31, 1996 and the results of its operations for
the six months ended December 31, 1995 and 1996. The results for the six
months ended December 31, 1996 are not necessarily indicative of the results
for the full year.
3. DFG HOLDINGS, INC.
As discussed in Note 1, the Company is a wholly-owned subsidiary of DFG
Holdings, Inc. ("Holdings"). The activities of Holdings consist primarily of
its investment in the Company, and there are no significant differences
between the consolidated results of operations of Holdings and those of the
Company.
F-9
DOLLAR FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO DECEMBER 31, 1995 AND 1996)
The components of Holdings' shareholders' equity are as follows:
Common Stock
As part of the Agreement and Plan of Merger dated June 30, 1994 discussed in
Note 1, Holdings issued 15,000 shares for $1,010.67 per share. Of the 20,000
shares authorized, 15,054 shares were issued and outstanding at June 30, 1996
and 1995.
Dividends
Under the terms of the Company's Credit Agreement discussed in note 6, the
Company is not permitted to declare, pay, or make any cash dividends to
Holdings.
Stock Options
Holdings has granted nonqualified common stock options (the "options") to
certain executives to acquire up to 3,500 shares of common stock at a price of
$1,000 per share, the estimated fair market value of the common stock at date
of grant. The options have a term of ten years from the date of issuance (June
30, 1994), and vest in equal monthly increments over three years. All options
become immediately vested upon the employee's termination without cause,
change of control of Holdings, sale of equity securities in a public offering,
or death or disability of the executive. The options will terminate if the
employee terminates unless the options are exercised within 60 days following
the date on which termination occurs. All shares issuable upon the exercise of
the options are subject to the shareholders agreement discussed below.
In addition to the options noted above, these executives have been granted
additional options (the "additional options") to acquire up to 1,500 shares of
the common stock of Holdings. The initial exercise price of these additional
options was $1,000 per share, with the exercise price increasing by 40% over
the exercise price for the prior year applicable on each anniversary date.
From and after the fifth anniversary date (June 30, 1999), the exercise price
will be $5,000 per share. These additional options have a term of ten years
provided that Holdings does not have a change of control or an initial public
offering of its common stock. The additional options have vested immediately
and are exercisable only in the event of a change in control or an initial
public offering of its shares of common stock. The shares subject to the
additional options are not subject to the shareholders agreement described
below. A shareholders agreement exists which provides for the mandatory
repurchase at fair value of all shares owned by certain members of executive
management in the event of death or termination of the executive.
Subsequent Events
As discussed in Note 14, subsequent to June 30, 1996, Holdings increased its
authorized shares and issued additional shares of its common stock in order to
partially finance two acquisitions. Additionally, Holdings increased the
number of shares under option and issued warrants to purchase shares of common
stock.
4. ACQUISITIONS
During 1995 and 1996, the Company acquired the entities described below,
which were accounted for by the purchase method of accounting. The results of
operations of the acquired companies are included in the Company's statement
of earnings for the periods in which they were owned by the Company. The total
purchase price for each acquisition has been allocated to assets acquired and
liabilities assumed based on estimated fair values.
F-10
DOLLAR FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO DECEMBER 31, 1995 AND 1996)
In September 1994, the Company purchased substantially all of the assets of
the check cashing operations conducted under the name "Check Mart, Inc." at 24
locations in Washington, Utah, California, and New Mexico. Total consideration
for the purchase was $7,798,000. The acquisition was funded by a $720,000
subordinated note payable to the seller and proceeds from the Company's
acquisition loan facility. The excess of purchase price over the fair value of
identifiable net assets acquired was $6,700,000.
In February 1995, the Company purchased substantially all of the assets
associated with the check cashing and related business operations of 19
locations within Philadelphia, Pennsylvania from ARI, Inc. Total consideration
for this purchase was $4,289,000 and was funded by a $2,700,000 subordinated
note payable to the seller and proceeds from the Company's acquisition loan
facility. The excess of the purchase price over the fair value of identifiable
net assets acquired was $3,400,000. (See Note 13 related to the subsequent
closing of these stores.)
In June 1995, the Company acquired the assets of two stores in California
operating as Pacific Check Exchange, Inc. for total consideration of $398,000,
funded from the Company's acquisition loan facility. The excess of the
purchase price over the fair value of identifiable net assets acquired was
$200,000.
In September 1995, the Company purchased all of the outstanding stock and
certain assets of several entities which operate 19 check cashing retail sites
located in California, Arizona, Ohio, and Wisconsin and operate under the name
"Chex$Cashed." Total consideration for this purchase was $7,356,000 and was
funded from the Company's acquisition loan facility. The excess of the
purchase price over the fair value of identifiable net assets acquired was
$6,660,000.
In May 1996, the Company acquired the assets of eleven check cashing kiosk
operations in Texas. The purchase price of approximately $456,000 was
allocated to the fair value of identifiable net assets acquired.
The following unaudited pro forma information presents the results of
operations as if the acquisitions of "Check Mart, Inc." and "Chex$Cashed" had
occurred on July 1, 1994. The pro forma operating results include the results
of operations for these acquisitions for the indicated periods and reflect the
amortization of intangible assets arising from the acquisitions and increased
interest expense on acquisition debt. Pro forma results of operations are not
necessarily indicative of the results of operations that would have occurred
had the purchase been made on the date above or the results which may occur in
the future.
SIX MONTHS ENDED
YEAR ENDED JUNE 30, DECEMBER 31,
(UNAUDITED) (UNAUDITED)
------------------- -----------------
1995 1996 1995
--------- --------- -----------------
(DOLLARS IN THOUSANDS)
Total revenues.............. $ 42,264 $ 43,699 $21,776
Net income (loss)........... $ 906 $ (2,185) $(2,684)
The pro forma results of operations for the year ended June 30, 1996 and the
three months ended September 30, 1995 include bonus payments of $125,000 to
the former owners of Chex$Cashed in conjunction with and immediately preceding
the acquisition. The pro forma results of operations do not give effect to the
19 stores in Philadelphia acquired in February 1995, since these stores have
since been sold or closed. Additionally, the pro forma results of operations
do not give effect to the Pacific Check Exchange acquisition or the
acquisition of the check cashing kiosks in Texas since the pro forma results
would not be materially different.
F-11
DOLLAR FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO DECEMBER 31, 1995 AND 1996)
5. PROPERTIES AND EQUIPMENT
Properties and equipment at June 30, 1995 and 1996 and at December 31, 1996
consist of (in thousands):
JUNE 30,
------------- DECEMBER 31,
1995 1996 1996
------ ------ ------------
Land............................................ $ 55 $ 55 $ 55
Buildings....................................... 111 111 111
Leasehold improvements.......................... 2,202 2,136 2,899
Equipment and furniture......................... 2,596 2,969 6,440
------ ------ ------
4,964 5,271 9,505
Less accumulated depreciation................... 1,061 1,926 2,637
------ ------ ------
Total properties and equipment................ $3,903 $3,345 $6,868
====== ====== ======
F-12
DOLLAR FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO DECEMBER 31, 1995 AND 1996)
6. REVOLVING CREDIT, LONG-TERM DEBT, AND SUBORDINATED NOTES PAYABLE
The Company has debt obligations at June 30, 1995 and 1996 and at December
31, 1996 as follows (in thousands):
JUNE 30, DECEMBER 31,
--------------- ------------
1995 1996 1996
------- ------- ------------
Revolving credit facility; interest at prime,
as defined, plus 1.25% at June 30, 1995 and
1996, amended to prime, as defined, plus
0.50% at December 31, 1996 (10.25%, 9.50% and
8.75% at June 30, 1995 and 1996 and at
December 31, 1996, respectively) of the
outstanding daily balances payable quarterly;
principal due in full on December 31, 2000;
weighted average interest rate of 9.74%,
9.83% and 9.72% for the years ended June 30,
1995 and 1996 and for the six months ended
December 31, 1996, respectively.............. $ 6,208 $ 7,738 $ --
Term loan payable to bank; interest based on
Eurodollar rate, as defined, plus 2.50%,
(8.57% and 7.97% at June 30, 1995 and 1996,
respectively); interest payable at conversion
date, but at least quarterly; weighted
average interest rate of 8.36% and 8.35%, for
the years ended June 30, 1995 and 1996,
respectively................................. 16,081 14,226 --
Acquisition loan facility payable to bank;
interest payable at conversion date, but at
least quarterly based on the Eurodollar Rate,
as defined, plus 2.50% (8.56% and 7.97% at
June 30, 1995 and 1996, respectively);
weighted average interest rate of 8.49% and
8.09%, for the years ended June 30, 1995 and
1996, respectively........................... 9,940 17,561 --
10 7/8% Senior notes due November 15, 2006;
interest payable semi-annually on May 15 and
November 15, commencing May 15, 1997......... -- -- 110,000
Subordinated promissory note payable; interest
at bank's Reference Rate, as defined, plus 1%
(10.00%, 9.25% and 9.25% at June 30, 1995 and
1996 and at December 31, 1996, respectively)
payable quarterly; principal repayments of
$60,000 made quarterly until September 30,
1997; weighted average interest rate of
9.67%, 9.76% and 9.25% for the years ended
June 30, 1995 and 1996 and for the six months
ended December 31, 1996, respectively........ 600 300 240
Subordinated promissory note payable; interest
at bank's Reference Rate, as defined, plus 1%
(10.00%, 9.25% and 9.25% at June 30, 1995 and
1996 and at December 31, 1996, respectively)
subject to a ceiling of 10.50% and a floor of
8.50% payable monthly; principal repayments
of $8,333 per month through February 1996;
$83,333 per month through February 1997, and
$66,667 per month from March 1997 through
February 1999; weighted average interest rate
of 10.02%, 9.78% and 9.25% for the years
ended June 30, 1995 and 1996 and for the six
months ended December 31, 1996,
respectively................................. 2,667 2,642 2,642
Other......................................... -- 63 124
------- ------- --------
$35,496 $42,530 $113,006
======= ======= ========
F-13
DOLLAR FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO DECEMBER 31, 1995 AND 1996)
The revolving credit facility, the term loan, and the acquisition loan
facility are provided pursuant to a $47 million credit agreement ("Credit
Agreement") dated June 30, 1994. In September 1995, the Company amended its
revolving credit facility to provide for borrowings of up to $10 million, with
a commitment fee of 1/2 of 1% charged on the unused portion of the commitment.
The term loan, revolving credit facility, and acquisition loans bear
interest at a rate of either the bank's reference rate (defined as the higher
of the bank's prime rate or the Federal Funds rate plus 1/4 of 1%) plus 1.25%
or the Eurodollar rate plus 2.50%. The rate of interest selected is at the
election of the Company provided, among other things, certain conversion
notices are delivered to the bank. The interest rates and payments have been
subsequently revised pursuant to the Amended and Restated Credit Agreement
discussed in Note 14. The term loan and acquisition loan facility,
collectively referred to as the "Tranche A term loans," have scheduled
principal payments as follows: $5,771,478 for the year ending June 30, 1997,
$6,390,004 for the year ending June 30, 1998, $7,132,236 for the year ending
June 30, 1999, and $5,720,292 through March 31, 2000, with the final payment
of the then-outstanding principal amount due June 30, 2000. Excess operating
cash payments as defined, are due after each year end. Such excess operating
cash payments will reduce future quarterly principal payments on a pro rata
basis.
As security for the above borrowings under the Credit Agreement, the banks
hold a security interest in the bank accounts, accounts receivable, and real
property of the Company. These loans contain certain financial and other
restrictive covenants, which, among other things, require the Company to
maintain minimum amounts of net worth, achieve certain financial ratios, limit
capital expenditures, restrict payment of dividends, and require certain
approvals in the event the Company wants to increase the borrowings.
As of June 30, 1996, the Company did not meet its Net Worth, EBITDA,
Interest Coverage Ratio, Leverage Ratio and Fixed Charge Coverage Ratio
financial condition covenants under its existing Credit Agreement.
Noncompliance with these covenants was directly related to the sale or closure
and related loss of 19 store locations purchased in February, 1995 as
discussed in Note 13. All noncompliance with financial condition covenants
were waived through June 30, 1996. Pursuant to the Amended and Restated Credit
agreement discussed in Note 14, the financial condition covenants have been
amended to reflect the Company's financial condition after giving effect to
the acquisition of AnyKind Check Cashing Centers, Inc. and ABC Check Cashing,
Inc. (see Note 14). If future events of default occur, the commitments of the
lenders under the Amended and Restated Credit Agreement may be automatically
terminated and the outstanding principal amount of all outstanding loans and
obligations are immediately due and payable, without notice or demand.
As of June 30, 1996, aggregate annual maturities of long-term debt and notes
payable are as follows (in thousands):
1997........................................... $ 8,673
1998........................................... 6,470
1999........................................... 7,152
2000........................................... 7,630
2001........................................... 12,605
-------
$42,530
=======
Interest of $1,720,000 was paid for the year ended December 31, 1993,
$721,000 for the six months ended June 30, 1994, $2,413,000 and $3,226,000 for
the years ended June 30, 1995 and 1996, respectively, and $1,683,000 and
$1,948,000 for the six months ended December 31, 1995 and 1996, respectively.
F-14
DOLLAR FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO DECEMBER 31, 1995 AND 1996)
7. INCOME TAXES
The provision (benefit) for income taxes for the year ended December 31,
1993, the six months ended June 30, 1994, the years ended June 30, 1995 and
1996 and the six months ended December 31, 1995 and 1996 consists of the
following (in thousands):
SIX MONTHS
YEAR ENDED ENDED
YEAR ENDED SIX MONTHS JUNE 30, DECEMBER 31,
DECEMBER 31, ENDED -------------- -------------
1993 JUNE 30, 1994 1995 1996 1995 1996
------------ ------------- ------ ------- ------- ----
PREDECESSOR SUCCESSOR SUCCESSOR
Federal:
Current......... $-- $-- $ 215 $ -- $ -- $--
Deferred........ -- -- 606 (1,181) (1,758) 489
---- ---- ------ ------- ------- ----
-- -- 821 (1,181) (1,758) 489
Foreign taxes:
Current......... -- -- -- -- -- 144
Deferred........ -- -- -- -- -- --
---- ---- ------ ------- ------- ----
-- -- -- -- -- 144
State:
Current......... 205 174 120 68 -- (16)
Deferred........ -- -- 81 (101) 108 --
---- ---- ------ ------- ------- ----
205 174 201 (33) 108 (16)
---- ---- ------ ------- ------- ----
$205 $174 $1,022 $(1,214) $(1,650) $617
==== ==== ====== ======= ======= ====
The significant components of the Company's deferred tax assets and
liabilities at June 30, 1995 and 1996 and at December 31, 1996 are as follows
(in thousands):
JUNE 30,
----------- DECEMBER 31,
1995 1996 1996
---- ------ ------------
Deferred tax assets:
Net operating loss carryforward.................. $292 $1,006 $1,763
Depreciation..................................... 284 315 326
Accrued compensation............................. 130 157 79
Reserve for store closings....................... -- 237 175
Other............................................ 112 146 243
---- ------ ------
818 1,861 2,586
Valuation allowance.............................. 748 -- --
---- ------ ------
70 1,861 2,586
Deferred tax liabilities:
Amortization and other temporary differences..... 70 228 391
---- ------ ------
Net deferred tax asset............................. $-- $1,633 $2,195
==== ====== ======
The Company did not record any valuation allowances against deferred tax
assets at June 30, 1996 or December 31, 1996. Realization is dependent on
generating sufficient taxable income prior to expiration of the loss
carryforwards. Although realization is not assured, management has determined,
based on the Company's history of earnings and its expectation for the future,
that taxable income of the Company will more likely than not be sufficient to
fully utilize its deferred income tax assets. The amount of the deferred tax
asset considered realizable, however, could be reduced in the near term if
estimates of future taxable income during the carryforward period are reduced.
F-15
DOLLAR FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO DECEMBER 31, 1995 AND 1996)
A reconciliation of the (benefit) provision for income taxes with amounts
determined by applying the federal statutory tax rate to income (loss) before
income taxes is as follows (in thousands):
SIX MONTHS
YEAR ENDED ENDED
YEAR ENDED SIX MONTHS JUNE 30, DECEMBER 31,
DECEMBER 31, ENDED --------------- -------------
1993 JUNE 30, 1994 1995 1996 1995 1996
------------ ------------- ------ ------- ------- ----
PREDECESSOR SUCCESSOR
-------------------------- ------------------------------
Tax (benefit) provision
at federal statutory
rate .................. $427 $369 $ 538 $(1,116) $(1,436) $328
Add (deduct):
State tax (benefit)
provision, net of
federal tax
(provision) benefit.. 119 89 133 (22) 71 (16)
Amortization of
nondeductible
intangible assets.... 84 42 353 350 172 324
Change in valuation
allowance............ -- -- -- (456) (456) --
Net operating loss
utilized............. (420) (352) -- -- -- --
Other permanent
differences.......... (5) 26 (2) 30 (1) (19)
---- ---- ------ ------- ------- ----
Tax (benefit) provision
at effective tax rate.. $205 $174 $1,022 $(1,214) $(1,650) $617
==== ==== ====== ======= ======= ====
At June 30, 1996, the Company had available for federal income tax purposes
and financial statement purposes net operating loss carryforwards of
$3,000,000 and $4,800,000, respectively. At December 31, 1996, the Company had
available for federal income tax purposes and financial statement purposes net
operating loss carryforwards of $5,186,000 and $6,901,000, respectively. These
losses begin to expire in 2005. The difference in net operating loss
carryforwards for financial reporting and income tax purposes is primarily
attributable to depreciation and amortization.
A greater than 50% change in ownership for purposes of Section 382 of the
Internal Revenue Code limits the annual utilization of net operating loss
carryforwards. The Company had undergone a greater than 50% change in
ownership as a result of the June 30, 1994 transaction discussed in Note 1. As
a result, the annual utilization of its pre-June 30, 1994 net operating loss
carryforwards is limited to approximately $1,000,000 per year. The allowable
deductions not utilized may be carried forward subject to the life of the net
operating loss carryforwards. For financial statement purposes, the Company's
utilization of its pre-June 30, 1994 net operating losses has resulted in a
reduction of goodwill arising from the acquisition.
Federal and state income taxes of approximately $134,000 were paid during
the year ended December 31, 1993, $272,000 for the six months ended June 30,
1994, $730,000 and $21,000 for the years ended June 30, 1995 and 1996,
respectively, and $51,000 and $15,000 for the six months ended December 31,
1995 and 1996, respectively.
8. COMMITMENTS
The Company occupies office and retail space and uses certain equipment
under operating lease agreements. Rent expense amounted to $1,881,000 for the
year ended December 31, 1993, $958,000 for the six months ended June 30, 1994,
$2,335,000 and $2,935,000 for the years ended June 30, 1995 and 1996,
respectively, and $1,497,000 and $2,569,000 for the six months ended December
31, 1995 and 1996, respectively. Most leases contain standard renewal clauses.
F-16
DOLLAR FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO DECEMBER 31, 1995 AND 1996)
Minimum obligations under noncancelable operating leases for the year ended
June 30 are as follows (in thousands):
YEAR AMOUNT
---- ------
1997............................................ $2,716
1998............................................ 2,047
1999............................................ 1,405
2000............................................ 988
2001............................................ 524
Thereafter...................................... 193
------
$7,873
======
The Company has entered into employment agreements with certain key
employees which have terms of three years and call for aggregate minimum
annual base salaries. The agreements also provide for annual incentive cash
bonuses which are primarily based on revenues and earnings from operations.
Under the terms of an employment contract, an officer received a loan in the
amount of $200,000. Interest accrues on the unpaid principal balance at a
fixed rate of 9.25%. The advance is payable on the first occurrence of (i)
June 30, 1997, (ii) 90 days following the voluntary resignation of the officer
or the termination of the officer's employment for cause, or (iii) one year
following the termination of the employment relationship between the officer
and the Company for any other reason.
9. CONTINGENT LIABILITIES
In the ordinary course of business, the Company is involved in certain
litigation. In the opinion of management, the ultimate resolution of such
litigation will not have a material effect on the financial condition of the
Company.
10. RELATED PARTY TRANSACTIONS
The Predecessor Company had five-year consulting agreements with certain
shareholders of Holdings under which the shareholders received $200,000
annually. An additional $200,000 was paid on May 1, 1991 pursuant to these
consulting agreements and was expensed over the life of the agreements. These
shareholders also received various incentive fees when the Predecessor
Company's revenues exceeded certain limits. The Predecessor Company charged
$182,057 and $0 to expense for the year ended December 31, 1993 and the six
months ended June 30, 1994, respectively, for such incentive fees. The
Predecessor Company's lender, which was also a shareholder, was paid $150,000
and $42,000, respectively, during 1993 and 1994, for certain credit facility
fees.
The Predecessor Company leased administrative and retail office space at
four locations from companies owned by a predecessor shareholder of Holdings.
The amounts paid to these companies were $238,000 and $112,000 for 1993 and
1994, respectively.
The Predecessor Company paid dividends to Holdings to fund Holdings'
dividend payments on its Preferred Stock. In addition, all proceeds from sales
of common stock of Holdings were immediately invested into the Company as
capital contributions by Holdings.
11. CONTRACTUAL AGREEMENTS
The Company has contracts with various governmental agencies for benefits
distribution and retail merchant services which contributed 58% of
consolidated gross revenues for the year ended December 31, 1993, 58% for the
six months ended June 30, 1994, 49% and 38% for the years ended June 30, 1995
and 1996, respectively, and 39% and 23% for the six months ended December 31,
1995 and 1996, respectively. The Company's
F-17
DOLLAR FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO DECEMBER 31, 1995 AND 1996)
contracts with the Commonwealth of Pennsylvania, which are included in this
amount, contributed 29% of the revenues for the year ended December 31, 1993,
30% for the six months ended June 30, 1994, 24% and 18% for the years ended
June 30, 1995 and 1996, respectively, and 19% and 11% for the six months ended
December 31, 1995 and 1996, respectively. The Company's contract with the
State of New York contributed 18% of revenues for the year ended December 31,
1993, 18% for the six months ended June 30, 1994, 15% and 11% for the years
ended June 30, 1995 and 1996, respectively, and 12% and 6% for the six months
ended December 31, 1995 and 1996, respectively. Accounts receivable at June
30, 1995 and 1996 and at December 31, 1996 include $2,745,000, $3,464,000 and
$4,004,000, respectively, of amounts due from various governmental agencies.
The Company does not require any collateral on these receivables nor are these
agencies considered a credit risk. The Company's contracts for government
benefits distribution and merchant services distribution with state and local
governments generally have initial terms of five years and currently expire on
various dates generally ranging from December 31, 1998 through December 31,
1999. The contracts provide the governmental agencies the opportunity to
extend the contract for additional periods and contain clauses which allow the
governmental agencies to cancel the contract at any time, subject to 30 to 60
days written advance notice.
12. CREDIT RISK
At June 30, 1995 and 1996 and at December 31, 1996, the Company had sixteen,
eighteen and twenty-nine bank accounts, respectively, in major financial
institutions in the aggregate amount of $6,288,000, $9,821,000 and
$46,470,000, which exceeded Federal Deposit Insurance Corporation limits.
These financial institutions have strong credit ratings and management
believes credit risk relating to these deposits is minimal.
13. LOSS ON STORE CLOSINGS AND SALES
In December 1995, the Company decided to sell or close 19 store locations
purchased in February 1995. The decision resulted in a pretax charge of
approximately $4,400,000, which includes $3,300,000 for the write-off of the
goodwill associated with the original acquisition of these stores, $600,000
for the write-off of store fixtures and equipment, $350,000 for the early
termination of store leases, and $150,000 for the accrual for other costs
related to closing these locations. As of June 30, 1996, accrued expenses
include approximately $450,000 related to future costs associated with these
store locations, of which $220,000 is expected to be paid in 1997, $94,000 in
1998, $86,000 in 1999, and $50,000 in 2000. Included in the accompanying
consolidated statements of income for the years ended June 30, 1995 and 1996,
are revenues of $564,000 and $1,470,000, respectively, store expenses of
$931,000 and $2,352,000, respectively, and amortization expense of $30,000 and
$56,000, respectively, related to these stores. The Company is seeking to
restructure its obligations under the original subordinated note issued to the
seller as part of the acquisition, and has ceased making principal and
interest payments. As a result, the seller has filed a complaint against the
Company alleging, among other things, breach of contract, and is seeking
payment of the balance of the note of $2,642,000, plus accrued interest,
punitive damages and legal fees. As the outcome of this matter cannot be
determined at present, no reduction in the note payable to the seller or any
additional costs to the Company have been recorded.
14. SUBSEQUENT EVENTS
On August 8, 1996, the Company acquired all of the outstanding stock of
AnyKind Check Cashing Centers, Inc. and AnyKind Check Cashing Centers, Inc.'s
51%-owned partnership, U.S. Check Exchange Ltd. (collectively known as
"AnyKind") for $31,000,000, consisting of $29,000,000 in cash and the issuance
of 1,250 shares of Holdings common stock. A value of $2,000,000 was assigned
to the 1,250 shares of Holdings common stock which were issued, based on the
price per share of Holdings common stock which was sold to other investors in
connection with the acquisition of AnyKind. See further discussion below.
AnyKind owned and operated 60 check cashing centers at December 31, 1995
throughout California, Arizona, Louisiana, Maryland, Hawaii, Washington D.C.,
Texas, and Pennsylvania. The acquisition will be accounted for under the
purchase method of accounting. For its latest fiscal year ending December 31,
1995, AnyKind had operating revenues of approximately $21,000,000 and income
before income taxes of approximately $2,800,000.
F-18
DOLLAR FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO DECEMBER 31, 1995 AND 1996)
On August 28, 1996, the Company acquired the assets associated with the
operations of "ABC Check Cashing" ("ABC") for $6,000,000 in cash. ABC operates
approximately 15 check cashing centers within the Cleveland, Ohio area. The
acquisition will be accounted for under the purchase method of accounting. For
its latest fiscal year ending December 31, 1995, ABC had operating revenues of
$4,800,000 and income before income taxes of approximately $12,000.
In order to finance these acquisitions, Holdings issued 13,750 shares of
common stock resulting in gross proceeds of $22,000,000 (the "Stock Purchase
Agreement"), which were contributed to the Company, and amended and restated
its credit agreement discussed in Note 6, which provided the Company with
$35,000,000 additional borrowing availability (known as the "Tranche B term
note"). The Company used these borrowings and a portion of the proceeds from
the stock issuance to fund the acquisitions of AnyKind and ABC and to pay
related fees and expenses. The Company intends to use the remaining proceeds
for general corporate purposes including potential future acquisitions.
Holdings also increased the number of authorized common shares to 50,000.
The Stock Purchase Agreement also increased the number of shares under option
by 2,100 shares, with an exercise price of $1,600, the estimated fair market
value of the common stock at date of grant, per share (the "Supplemental
Options"). In conjunction with the establishment of the Amended and Restated
Credit Agreement, Holdings issued warrants to purchase up to 1,955.53 shares
of Holdings' common stock to the lenders in consideration for execution of the
financing agreement. Under the terms of the warrant agreements, the exercise
price of the warrants is $.01 per share during the exercise period which
commences August 8, 1997 and ends August 8, 2006. In addition, the exercise
price of the warrants and the number of shares purchasable with each warrant
are adjusted whenever common stock is issued at a share price below the
current market value. If, prior to August 8, 1997, all amounts outstanding
under the Credit Agreement are repaid in full and the Credit Agreement is
terminated, then the warrants become void and are canceled. The shareholders
agreement discussed in Note 3 was also revised to give effect to the
transactions discussed herein.
The Tranche B term loan bears interest at a rate of either the bank's
reference rate plus 2.50% or the Eurodollar rate plus 3.75%. The interest
rates on the Company's existing term loan, revolving credit facility, and
acquisition loans are also adjusted under the Amended and Restated Credit
Agreement whereby the loans bear interest at a rate of either the bank's
reference rate plus 2.00% or the Eurodollar rate plus 3.25%. The rate of
interest selected is at the election of the Company provided, among other
things, certain conversion notices are delivered to the bank. Principal
payments of the Tranche B term loan of $78,750 are due quarterly through June
30, 2000, with three balloon payments of $8,435,000 each due on September 30,
2000, December 31, 2000, and March 31, 2001, with the then-outstanding
principal amount due on June 30, 2001.
F-19
DOLLAR FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO DECEMBER 31, 1995 AND 1996)
15. UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS AND CASH FLOWS FOR THE SIX
MONTHS ENDED JUNE 30, 1993
The statements of operations and cash flows for the six-month period ended
June 30, 1993 have been derived from the unaudited condensed consolidated
financial statements of the Company, and in the opinion of management, include
all adjustments (consisting of normal, recurring and other adjustments)
necessary for a fair presentation of such information.
CONSOLIDATED STATEMENT OF OPERATIONS
Revenues.......................................................... $14,373
Store and regional expenses:
Salaries and benefits........................................... 4,242
Occupancy....................................................... 1,317
Depreciation.................................................... 579
Other........................................................... 4,000
-------
Total store and regional expenses................................. 10,138
Corporate expenses................................................ 2,358
Other depreciation and amortization............................... 752
Interest expense.................................................. 847
-------
Income before taxes............................................... 278
Income tax provision.............................................. 78
-------
Net income........................................................ $ 200
=======
CONSOLIDATED STATEMENT OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................................ $ 200
Adjustments to reconcile net income to net cash used in operating
activities:
Depreciation and amortization................................... 1,512
Change in assets and liabilities (net of effect of acquisi-
tions):
Increase in accounts receivable............................... (1,459)
Decrease in prepaid expenses and other assets................. 218
Decrease in accounts payable and accrued expenses............. (900)
------
Net cash used in operating activities......................... (429)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition, net of cash acquired................................. (264)
Deferred startup costs............................................ (5)
Additions to properties and equipment............................. (113)
------
Net cash used in investing activities............................. (382)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt........................................ (500)
Net increase in revolving credit facility......................... 157
Dividends paid to parent.......................................... (310)
------
Net cash used in financing activities............................. (653)
------
Net decrease in cash and cash equivalents......................... (1,464)
Cash and cash equivalents at beginning of period.................. 10,380
------
Cash and cash equivalents at end of period........................ $8,916
======
16. SUBSEQUENT EVENT: REFINANCING
In November 1996 the Company implemented a financing plan which included the
issuance of $110.0 million of 10 7/8% senior notes due 2006 in a private
placement. The Company is in the process of exchanging
F-20
DOLLAR FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO DECEMBER 31, 1995 AND 1996)
the senior notes for $110.0 million 10 7/8% Series A senior notes due 2006
which are being registered under the Securities Act of 1933, as amended. The
payment obligations under the new as well as the old notes are jointly and
severally guaranteed, on a full and unconditional basis, by each of the
Company's existing and future domestic subsidiaries, all of which are wholly-
owned by the Company. As discussed in Note 17, on November 15, 1996 a portion
of the proceeds of the notes was used to acquire all of the common stock of
National Money Mart, Inc., a non-guarantor Canadian subsidiary. National Money
Mart, Inc. is the only direct or indirect subsidiary of the Company which is
not a guarantor of the old or new notes.
The Company is a holding company with no assets, operations or cash flows
other than its investments in subsidiaries. There are no restrictions on the
Company's and the guarantor subsidiaries' ability to obtain funds from their
subsidiaries by dividend or by loan. Separate financial statements of each
guarantor subsidiary have not been presented because management has determined
that they would not be material to investors. Refer to Note 18 for condensed
consolidating financial statements of the parent company, combined guarantor
subsidiaries, and non-guarantor subsidiary.
17. SUBSEQUENT EVENTS: REFINANCING AND ACQUISITIONS (UNAUDITED)
As part of the refinancing, described in Note 16, the Company also
established a new revolving credit facility of $25.0 million. Amounts
outstanding under the New Revolving Credit Facility are secured by a first
priority lien on substantially all properties and assets of the Company and
its current and future domestic subsidiaries (including all of the capital
stock of the Company' domestic subsidiaries and 65% of the capital stock of
the Company's Canadian subsidiaries). The proceeds of the senior notes,
described in Note 16, were used to repay all of the Company's existing
indebtedness under its credit agreements ($65.2 million) and to fund the
November 1996 acquisitions of National Money Mart, Inc., Cash-N-Dash Check
Cashing, Inc., and C&C Check Cashing, Inc.
On November 15, 1996, the Company acquired all of the outstanding capital
stock of National Money Mart, Inc. ("Money Mart") for approximately $17.7
million (which includes the issuance of 325 shares of Holdings common stock)
plus initial working capital of approximately $900,000. A value of
approximately $500,000 was assigned to the 325 shares of Holdings common stock
which were issued, based on the price per share of Holdings common stock which
was sold to investors in connection with the acquisitions of AnyKind and ABC
in August 1996 as discussed in Note 14. Money Mart owns 36 check cashing
stores and franchises 107 check cashing stores, all of which operate in Canada
under the name of "Money Mart", and had revenues for the twelve month period
ended June 30, 1996 of $9.4 million.
On November 15, 1996, the Company acquired substantially all of the assets
of Cash-N-Dash Check Cashing, Inc. ("Cash-N-Dash") for approximately $7.3
million, consisting of $6.0 million in cash (of which $5.1 million will be
payable on January 2, 1997), the issuance to the seller of 313 shares of
Holdings common stock and a revenue-based earn out of up to $750,000 payable
over four years. A value of approximately $500,000 was assigned to the 313
shares of Holdings common stock which were issued, based on the price per
share of Holdings common stock which was sold to investors in connection with
the acquisitions of AnyKind and ABC in August 1996 as discussed in Note 14.
Any amounts paid under the revenue based earn out contingency will be recorded
as additional consideration of the acquisition when the contingency is
resolved. Cash-N-Dash operates 32 check cashing stores in northern California
under the name of "Cash-N-Dash", and had revenues for the twelve month period
ended June 30, 1996 of $6.2 million.
F-21
DOLLAR FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO DECEMBER 31, 1995 AND 1996)
On November 21, 1996, the Company acquired substantially all of the assets
of C&C Check Cashing, Inc. ("C&C") pursuant to a stock purchase agreement for
approximately $3.8 million, consisting of $3.5 million in cash and a revenue-
based earn out of up to $300,000 payable over three years, plus initial
working capital of approximately $900,000. Any amounts paid under the revenue
based earn out contingency will be recorded as additional consideration of the
acquisition when the contingency is resolved. C&C operates 22 check cashing
stores in northern California under the name of "C&C Check Cashing"), and had
revenues for the twelve month period ended June 30, 1996 of $4.8 million.
These acquisitions will be accounted for under the purchase method of
accounting. The excess of the purchase price over the fair value of
identifiable net assets acquired for the respective acquisition will be
recorded as goodwill to be amortized on a straight-line basis over a useful
life of thirty years.
The following unaudited pro forma results of operations for the year ended
June 30, 1996 and for the six months ended December 31, 1995 and 1996, have
been prepared assuming the acquisitions of Money Mart, Cash-N-Dash and C&C,
along with Chex$Cashed, AnyKind and ABC had taken place as of July 1, 1995:
FOR THE SIX
FOR THE MONTHS
YEAR ENDED ENDED DECEMBER
JUNE 30, 31,
(UNAUDITED) (UNAUDITED)
----------- ----------------
1996 1995 1996
----------- ------- -------
(DOLLARS IN THOUSANDS)
Total revenues............................. $91,730 $45,297 $44,334
Loss before extraordinary item............. $(2,270) $(4,105) $ (139)
The pro forma information includes adjustments for interest expense on the
senior notes, and the amortization of the intangible assets arising from the
acquisitions. The pro forma financial information is not necessarily
indicative of the results of operations as they would have been had the
transactions been effected on the assumed dates.
18. SUBSIDIARY GUARANTOR CONDENSED FINANCIAL INFORMATION (UNAUDITED)
As discussed in note 16, the Company's payment obligations under the new as
well as the old notes are jointly and severally guaranteed on a full and
unconditional basis by the Company's existing and future domestic subsidiaries
(the "Guarantors"). The subsidiaries' guarantees rank pari passu in right of
payment with all existing and future senior indebtedness of the Guarantors,
including the obligations of the Guarantors under the New Revolving Credit
Facility and any successor credit facility. Pursuant to the Indenture, every
direct and indirect domestic subsidiary of the Company, each of which is
wholly-owned, serves as a guarantor of the notes. The Company's Canadian
subsidiary, National Money Mart, Inc., which was acquired on November 15,
1996, is the only direct or indirect subsidiary of the Company which is not a
guarantor of the old or new notes.
The Company is a holding Company with no assets, operations or cash flows
other than its investment in subsidiaries. There are no restrictions on the
Company's and the Guarantors' ability to obtain funds from their subsidiaries
by dividend or by loan. Separate financial statements of each Guarantor have
not been presented because management has determined that they would not be
material to investors. The accompanying tables set forth the condensed
consolidating balance sheet at December 31, 1996, and the statements of
operations and cash flows for the six-month period ended December 31, 1996 of
the Company (on a parent-company basis), combined Guarantors, non-guarantor
subsidiary, and the consolidated Company.
F-22
DOLLAR FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
CONSOLIDATING BALANCE SHEET
(IN THOUSANDS)
At December 31, 1996:
DOLLAR NON-
FINANCIAL SUBSIDIARY GUARANTOR
GROUP, INC. GUARANTORS SUBSIDIARY ELIMINATIONS CONSOLIDATED
----------- ---------- ---------- ------------ ------------
ASSETS
Cash.................... $ 9,474 $ 47,582 $ 4,855 $ -- $ 61,911
Accounts receivable..... 1,528 6,100 502 (238) 7,892
Prepaid expenses........ 887 1,535 97 -- 2,519
Deferred income taxes... 2,516 70 -- -- 2,586
Note receivable--
Officer................ 200 -- -- -- 200
Due from affiliates..... 85,875 -- -- (85,875) --
Properties and
equipment, net......... 804 4,964 1,100 -- 6,868
Costs assigned to
contracts acquired,
net.................... -- 692 -- -- 692
Costs in excess of net
assets acquired, net... -- 76,307 17,029 -- 93,336
Debt issuance costs,
net.................... 4,900 -- -- -- 4,900
Investment in
subsidiary............. 53,776 -- -- (53,776) --
Other................... 206 639 139 -- 984
-------- -------- ------- --------- --------
$160,166 $137,889 $23,722 $(139,889) $181,888
======== ======== ======= ========= ========
LIABILITIES AND
SHAREHOLDER'S EQUITY
Accounts payable and
accrued expenses....... $ 13,150 $ 17,571 $ 1,776 $ (238) $ 32,259
Due to affiliates....... -- 69,826 16,049 (85,875) --
Revolving credit
facility............... -- -- -- -- --
Long term debt and
subordinated notes
payable................ 110,311 2,695 -- -- 113,006
-------- -------- ------- --------- --------
$123,461 $ 90,092 $17,825 $ (86,113) $145,265
Shareholder's equity:
Common Stock............ -- -- -- -- --
Additional paid-in
capital................ $ 39,888 $ 46,613 $ 6,042 $ (52,655) $ 39,888
Foreign currency
translation............ -- -- (82) -- (82)
Retained earnings
(accumulated deficit).. (3,183) 1,184 (63) (1,121) (3,183)
-------- -------- ------- --------- --------
Total shareholder's
equity............... 36,705 47,797 5,897 (53,776) 36,623
-------- -------- ------- --------- --------
$160,166 $137,889 $23,722 $(139,889) $181,888
======== ======== ======= ========= ========
F-23
DOLLAR FINANCIAL GROUP, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
CONSOLIDATING STATEMENT OF OPERATIONS
(IN THOUSANDS)
SIX MONTHS ENDED DECEMBER 31, 1996:
DOLLAR NON-
FINANCIAL SUBSIDIARY GUARANTOR
GROUP, INC. GUARANTORS SUBSIDIARY ELIMINATIONS CONSOLIDATED
----------- ---------- ---------- ------------ ------------
Revenues................ -- $31,592 $1,308 -- $32,900
Store and regional
expenses:
Salaries and benefits.. -- 10,831 343 -- 11,174
Occupancy.............. -- 3,208 109 -- 3,317
Depreciation........... -- 524 46 -- 570
Other.................. -- 8,263 279 -- 8,542
------- ------- ------ ------- -------
Total store and regional
expenses............... -- 22,826 777 -- 23,603
Corporate expenses...... 2,867 -- 156 3,023
Management fee.......... (2,671) 2,671 -- -- --
Loss on store closings
and sales.............. -- 7 -- -- 7
Other depreciation and
amortization........... 172 1,358 60 -- 1,590
Interest expense........ 2,040 1,438 234 -- 3,712
------- ------- ------ ------- -------
Income before taxes and
extraordinary item..... (2,408) 3,292 81 -- 965
Income taxes provision
(benefit).............. (973) 1,446 144 617
------- ------- ------ ------- -------
Income (loss) before
extraordinary item..... (1,435) 1,846 (63) -- 348
Extraordinary loss on
debt extinguishment
(net of income tax
benefit of $1,042)..... (2,023) -- -- -- (2,023)
------- ------- ------ ------- -------
Income (loss) before
equity in net income
(loss) of
subsidiaries........... (3,458) 1,846 (63) -- (1,675)
Equity in net income
(loss) of subsidiaries:
Subsidiary Guarantors... 1,846 -- -- (1,846) --
Non-Guarantor
Subsidiary............. (63) -- -- 63 --
------- ------- ------ ------- -------
Net income (loss)....... $(1,675) $ 1,846 $ (63) $(1,783) $(1,675)
======= ======= ====== ======= =======
F-24
DOLLAR FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
CONSOLIDATING STATEMENT OF CASH FLOWS
(IN THOUSANDS)
Six Months Ended December 31, 1996:
DOLLAR NON-
FINANCIAL SUBSIDIARY GUARANTOR
GROUP, INC. GUARANTOR SUBSIDIARY ELIMINATIONS CONSOLIDATED
----------- ---------- ---------- ------------ ------------
Cash flows from
operating activities:
Net income (loss)....... $ (1,675) $ 1,846 $ (63) (1,783) $ (1,675)
Adjustments to reconcile
net income (loss) to
net cash provided by
operating activities:
Undistributed income
of subsidiaries...... (1,783) -- -- 1,783 --
Depreciation and
amortization......... 302 1,882 107 -- 2,291
Extraordinary loss on
debt extinguishment.. 2,023 -- -- -- 2,023
Losses on store
closings and sales... -- 7 -- -- 7
Deferred tax benefit.. (725) -- -- -- (725)
Change in assets and
liabilities (net of
effect of
acquisitions:
Increase in accounts
receivable......... (1,388) (581) (16) 234 (1,751)
Increase in prepaid
expenses and other
assets............. 264 (1,066) 52 (750)
Increase (decrease)
in accounts payable
and accrued
expenses........... 3,868 6,822 (3,145) (234) 7,311
-------- ------- ------- ------- --------
Net cash provided by
operating activities... 886 8,910 (3,065) -- 6,731
Cash flows from
investing activities:
Acquisitions, net of
cash acquired........ -- (40,743) (13,554) -- (54,297)
Capital contribution
to subsidiaries...... (9,037) -- -- 9,037 --
Additions to
properties and
equipment............ (33) (492) -- (525)
Increase in due from
affiliates............. (69,910) -- -- 69,910 --
-------- ------- ------- ------- --------
Net cash used in
investing activities... (78,980) (41,235) (13,554) 78,947 (54,822)
Cash flows from
financing activities:
Payments on long term
debt................. (66,788) -- -- -- (66,788)
Payments on
subordinated notes
payable.............. (165) -- -- -- (165)
Net increase in
revolving credit
facility............. (7,738) -- -- -- (7,738)
Payment of debt
issuance costs....... (7,407) -- -- -- (7,407)
Proceeds from long
term debt............ 145,000 -- -- -- 145,000
Proceeds from advance
from money transfer
agent................ 3,000 -- -- -- 3,000
Net increase
(decrease) in due to
affiliate............ -- 53,861 16,049 (69,910) --
Contribution of
capital.............. 21,652 3,515 5,522 (9,037) 21,652
-------- ------- ------- ------- --------
Net cash provided by
financing activities... 87,554 57,376 21,571 (78,947) 87,554
Effect of exchange rate
on cash................ -- -- (97) -- (97)
-------- ------- ------- ------- --------
Net increase in cash.... 9,460 25,051 4,855 -- 39,366
Cash at beginning of
period................. 14 22,531 -- -- 22,545
-------- ------- ------- ------- --------
Cash at end of period... $ 9,474 $47,582 $ 4,855 $ -- $ 61,911
======== ======= ======= ======= ========
F-25
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Any Kind Check Cashing Centers, Inc.
and Consolidated Partnership
Cerritos, California
We have audited the accompanying consolidated balance sheets of Any Kind
Check Cashing Centers, Inc. and consolidated partnership as of December 31,
1995 and 1994, and the related consolidated statements of income, retained
earnings and minority interest in consolidated partnership and cash flows for
each of the three years in the period ended December 31, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Any Kind Check Cashing
Centers, Inc. and consolidated partnership as of December 31, 1995 and 1994,
and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles.
/s/ McGladrey & Pullen, LLP
Anaheim, California
February 23, 1996
F-26
ANY KIND CHECK CASHING CENTERS, INC.
AND CONSOLIDATED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, JUNE 30,
----------------------- -----------
1994 1995 1996
ASSETS ----------- ----------- -----------
(UNAUDITED)
Current assets:
Cash (Note 2)................................ $15,789,430 $17,625,208 $12,761,932
Finance and other receivables................ 202,634 370,726 275,555
Prepaid expenses............................. 246,161 237,753 256,687
Deferred taxes (Note 8)...................... -- 91,000 91,000
----------- ----------- -----------
Total current assets....................... 16,238,225 18,324,687 13,385,174
----------- ----------- -----------
Equipment and leasehold improvements (Note 7):
Machinery and equipment...................... 1,228,106 1,250,536 1,293,532
Furniture and fixtures....................... 388,625 426,675 483,811
Leasehold improvement........................ 2,691,585 2,661,460 2,669,997
----------- ----------- -----------
4,308,316 4,338,671 4,447,340
Less accumulated depreciation................ 3,606,383 3,668,809 3,744,391
----------- ----------- -----------
701,933 669,862 702,949
Other assets:
Notes receivable, affiliates (Note 7)........ -- 3,700,000 4,621,435
Intangibles, net (Note 3).................... 263,335 229,580 212,701
Other assets................................. 359,494 361,785 349,552
----------- ----------- -----------
622,829 4,291,365 5,183,688
----------- ----------- -----------
$17,562,987 $23,285,914 $19,271,811
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Lines of credit (Note 4)..................... $ 3,314,129 $ 6,350,000 $ 1,940,039
Notes payable, stockholders (Note 4)......... 281,842 750,000 9,212,707
Accounts payable............................. 287,949 268,577 221,882
Accrued expenses (Note 5).................... 1,101,827 1,167,478 1,074,680
Money orders and telegraphic payables........ 1,854,085 2,342,231 1,928,201
Income taxes payable......................... 34,259 31,072 656,472
----------- ----------- -----------
Total current liabilities.................. 6,874,091 10,909,358 15,033,981
----------- ----------- -----------
Long-term debt, stockholders (Note 4).......... 1,141,000 9,212,707 --
----------- ----------- -----------
Minority interest in consolidated partnership.. 267,690 301,184 358,624
----------- ----------- -----------
Commitments and contingencies (Notes 5 and 6)
Stockholders' equity
Common stock, par value $.25 per share; au-
thorized 1,000,000 shares; issued and out-
standing 100,000 shares..................... 25,000 25,000 25,000
Additional paid-in capital................... 439,154 439,154 439,154
Retained earnings (Note 4)................... 8,816,052 2,398,511 3,415,052
----------- ----------- -----------
9,280,206 2,862,665 3,879,206
----------- ----------- -----------
$17,562,987 $23,285,914 $19,271,811
=========== =========== ===========
See Notes to Consolidated Financial Statements.
F-27
ANY KIND CHECK CASHING CENTERS, INC.
AND CONSOLIDATED PARTNERSHIP
CONSOLIDATED STATEMENTS OF INCOME
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------- ------------------------
1993 1994 1995 1995 1996
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
Revenues:
Check cashing fees.... $16,544,783 $16,793,252 $17,322,492 $ 8,819,386 $ 9,164,802
Other ancillary
financial services
(Note 7)............. 3,734,154 4,121,519 4,528,548 2,091,478 2,406,050
----------- ----------- ----------- ----------- -----------
20,278,937 20,914,771 21,851,040 10,910,864 11,570,852
----------- ----------- ----------- ----------- -----------
Expenses:
Salaries and
benefits............. 7,521,638 7,596,122 7,618,096 3,479,593 3,631,973
Other operating,
general and
administrative (Note
6)................... 6,524,267 6,571,622 6,584,141 3,580,431 3,755,535
Consulting fees to
related parties (Note
7)................... 3,239,489 3,045,199 3,652,576 651,045 1,150,275
Returned checks....... 1,467,279 1,266,346 1,112,467 645,341 632,613
Interest (Note 4)..... 134,845 159,914 81,839 37,066 464,213
----------- ----------- ----------- ----------- -----------
18,887,518 18,639,203 19,049,119 8,393,476 9,634,609
----------- ----------- ----------- ----------- -----------
Income before provision
for income taxes....... 1,391,419 2,275,568 2,801,921 2,517,388 1,936,243
Provision for income
taxes (benefit) (Note
8)..................... 46,278 66,698 (4,541) 36,000 680,000
----------- ----------- ----------- ----------- -----------
Income before minority
interest in net income
of consolidated
partnership............ 1,345,141 2,208,870 2,806,462 2,481,388 1,256,243
Minority interest in net
income of consolidated
partnership............ (481,550) (448,997) (424,003) (245,126) (239,702)
----------- ----------- ----------- ----------- -----------
Net income.............. $ 863,591 $ 1,759,873 $ 2,382,459 $ 2,236,262 $ 1,016,541
=========== =========== =========== =========== ===========
See Notes to Consolidated Financial Statements.
F-28
ANY KIND CHECK CASHING CENTERS, INC.
AND CONSOLIDATED PARTNERSHIP
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS AND
MINORITY INTEREST IN CONSOLIDATED PARTNERSHIP
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 AND
SIX MONTHS ENDED JUNE 30, 1996
MINORITY
INTEREST IN
RETAINED CONSOLIDATED
EARNINGS PARTNERSHIP
----------- ------------
Balances, January 1, 1993............................ $ 6,192,588 $ 423,738
Capital distributions to minority partners of part-
nership........................................... -- (608,217)
Net income......................................... 863,591 481,550
----------- ---------
Balances, January 1, 1994............................ 7,056,179 297,071
Capital distributions to minority partners of part-
nership........................................... -- (478,378)
Net income......................................... 1,759,873 448,997
----------- ---------
Balances, December 31, 1994.......................... 8,816,052 267,690
Capital distributions to minority partners of part-
nership........................................... -- (390,509)
Distributions to stockholders--$88.00 per share.... (8,800,000) --
Net income......................................... 2,382,459 424,003
----------- ---------
Balances, December 31, 1995.......................... 2,398,511 301,184
Capital distributions to minority partners of part-
nership (unaudited)............................... -- (182,262)
Net income (unaudited)............................. 1,016,541 239,702
----------- ---------
Balances, June 30, 1996 (unaudited).................. $ 3,415,052 $ 358,624
=========== =========
See Notes to Consolidated Financial Statements.
F-29
ANY KIND CHECK CASHING CENTERS, INC.
AND CONSOLIDATED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
------------------------------------- ------------------------
1993 1994 1995 1995 1996
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
Cash flows from
operating activities:
Net income............. $ 863,591 $ 1,759,873 $ 2,382,459 $ 2,236,262 $ 1,016,541
Adjustments to
reconcile net income
to net cash provided
by operating
activities:
Depreciation and
amortization.......... 376,028 295,485 218,623 97,518 90,539
Deferred taxes......... -- -- (91,000) -- --
Minority interest in
partnership income.... 481,550 448,997 424,003 245,126 239,702
(Gain) loss on sale or
abandonment of
equipment and
leasehold
improvements.......... 34,955 8,584 (19,707)
Change in assets and
liabilities:
(Increase) decrease
in:
Accounts receivable.. (76,177) (45,406) (168,092) (16,542) 95,171
Prepaid expenses..... (7,234) (21,029) 8,408 2,131 (31,517)
Other assets......... (20,986) 93,718 (2,291) 14,629 11,925
Increase (decrease)
in:
Accounts payable..... 89,731 11,117 (19,372) (8,585) (46,696)
Accrued expenses..... (28,212) 270,118 65,651 (196,198) (92,797)
Income taxes
payable............. (6,389) 23,159 (3,187) (30,899) 625,400
Money orders and
telegraphic
payables............ (86,771) 570,029 488,146 (1,014,346) (414,030)
----------- ----------- ----------- ----------- -----------
Net cash provided by
operating activities... 1,620,086 3,414,645 3,283,641 1,329,096 1,494,238
----------- ----------- ----------- ----------- -----------
Cash flows from
investing activities:
Proceeds from sale of
equipment............. -- 192,821 84,000 -- --
Purchase of property,
equipment and
leasehold
improvements.......... (405,676) (353,718) (217,090) (88,825) (106,748)
Purchase of intangible
assets................ -- (78,000) -- -- --
Principal payments
received on notes
receivable from
related parties....... 97,075 1,000,000 -- -- --
Disbursements on notes
receivable from
related parties....... -- -- (3,700,000) (28,265) (908,543)
----------- ----------- ----------- ----------- -----------
Net cash provided by
(used in) investing
activities............. (308,601) 761,103 (3,833,090) (117,090) (1,015,291)
----------- ----------- ----------- ----------- -----------
Cash flows from
financing activities:
Principal payments on
borrowings from
related parties....... (11,274) (1,893,809) (1,141,000) (998,000) (750,000)
Principal payments on
notes payable......... 1,400,000 -- (281,842) -- --
Proceeds from
borrowings from
related parties....... -- -- 9,962,707 -- --
Net (payments)
borrowings on lines of
credit................ (500,000) (185,871) 3,035,871 (1,819,772) (4,409,961)
Capital distribution to
minority partners..... (608,217) (478,378) (390,509) (144,169) (182,262)
Capital distribution to
stockholders.......... -- -- (8,800,000) -- --
----------- ----------- ----------- ----------- -----------
Net cash provided by
(used in) financing
activities............. 280,509 (2,558,058) 2,385,227 (2,961,941) (5,342,223)
----------- ----------- ----------- ----------- -----------
Net (decrease) increase
in cash................ 1,591,994 1,617,690 1,835,778 (1,749,935) (4,863,276)
Cash
Beginning.............. 12,579,746 14,171,740 15,789,430 15,789,430 17,625,208
----------- ----------- ----------- ----------- -----------
Ending................. $14,171,740 $15,789,430 $17,625,208 $14,039,495 $12,761,932
=========== =========== =========== =========== ===========
Supplemental disclosures
of cash flow
information
Interest paid.......... $ 141,300 $ 160,520 $ 78,836 $ 37,066 $ 464,213
=========== =========== =========== =========== ===========
Income taxes paid...... $ 52,667 $ 43,540 $ 89,646 $ 66,899 $ 54,600
=========== =========== =========== =========== ===========
Supplemental schedule of
noncash investing and
financing activities,
purchase of a covenant
not-to-compete,
goodwill and equipment
acquired by seller
financing.............. $ -- $ 200,000 $ -- $ -- $ --
=========== =========== =========== =========== ===========
See Notes to Consolidated Financial Statements.
F-30
ANY KIND CHECK CASHING CENTERS, INC.
AND CONSOLIDATED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO JUNE 30, 1995 AND 1996 IS UNAUDITED)
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Nature of business:
The Company owned and operated 57, 62 and 60 check cashing centers at
December 31, 1993, 1994 and 1995, respectively, under the name "Any Kind"
throughout California, Arizona, Louisiana, Maryland, Hawaii, Washington D.C.,
Texas and Pennsylvania. The centers provide check cashing and ancillary
financial services.
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expense during the
reporting period. Actual results could differ form those estimates.
A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS:
Principles of Consolidation:
The accompanying consolidated financial statements include the accounts of
Any Kind Check Cashing Centers, Inc. (AKCCCI) and its 51%-owned partnership,
U.S. Check Exchange, Ltd. (U.S. Check), collectively referred to as the
Company. All material intercompany accounts and transactions have been
eliminated in consolidation.
Interim Financial Information:
The financial information presented as of and for the periods ending June 30
has been prepared from the books and records without audit. Such financial
information does not include all disclosures required by generally accepted
accounting principles. In the opinion of management, all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the financial information for the periods indicated have been
included. The data disclosed in these notes to financial statements related to
the interim information are also unaudited.
Equipment and Leasehold Improvements:
Equipment is recorded at cost and depreciated over the estimated useful
lives of the related assets. Leasehold improvements are recorded at cost and
amortized over the shorter of their estimated useful lives or the life of the
lease. Depreciation and amortization are computed using the straight-line and
accelerated methods.
Intangible Assets:
The costs associated with the agreement not-to-compete and the goodwill is
being amortized over five and fifteen years, respectively.
Returned Checks:
The Company charges operations for potential losses on returned checks in
the period such checks are returned, since ultimate collection of these items
is uncertain. The estimated net future losses on checks cashed by the Company
prior to the balance sheet date are not material. Recoveries on returned
checks previously written-off are recorded in the period when the recovery is
received.
F-31
ANY KIND CHECK CASHING CENTERS, INC.
AND CONSOLIDATED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION WITH RESPECT TO JUNE 30, 1995 AND 1996 IS UNAUDITED)
Income Tax Matters and Change in Tax Status:
For the years ended December 31, 1993, 1994 and 1995 and the prior years,
the Company, with the consent of its stockholders, elected to be taxed as a
Subchapter S corporation. Accordingly, the stockholders separately account for
their pro rata shares of the Company's income, deductions, losses and credits
for federal tax purposes, and for state tax purposes in those states which
recognize the Subchapter S election. On December 30, 1995, the Company's
stockholders terminated this election effective on December 31, 1995.
As a result of the December 31, 1995 termination, on that date the Company
recorded a net deferred tax asset of $91,000, by a credit to income tax
expense, for temporary differences between the financial reporting and the
income tax basis of certain accruals and allowances.
Financial instruments:
In 1995, the Company adopted Financial Accounting Standards Board Statement
No. 107, which requires disclosure about the fair value of the Company's
financial instruments. The method and assumptions used to estimate the fair
value of the following classes of financial instruments were:
Notes receivable and advances--The interest rate on these notes floats
with bank prime rates, therefore, the estimated fair value approximates the
carrying amount.
Short-term debt--The carrying amount approximates fair value because of
the short maturity of these instruments.
Notes payable--The interest rate on these notes floats with bank prime
rates, therefore, the estimated fair value approximates the carrying
amount.
Guaranty--Management is unable to estimate the fair value of the
affiliated company's guaranty of the line of credit due to the nature of
the related party transactions and the fact that there is no similar market
for the instrument.
NOTE 2. CASH CONCENTRATION
At December 31, 1995, the Company has approximately $18,200,000 of operating
funds in seven separate financial institutions in excess of the FDIC insured
amount of $100,000 per financial institution.
NOTE 3. INTANGIBLE ASSETS
Intangible assets are comprised of the following:
1994 1995
-------- --------
Covenant not-to-compete................................... $395,000 $395,000
Goodwill.................................................. 186,335 186,335
-------- --------
581,335 581,335
Less accumulated amortization............................. 318,000 351,755
-------- --------
$263,335 $229,580
======== ========
F-32
ANY KIND CHECK CASHING CENTERS, INC.
AND CONSOLIDATED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION WITH RESPECT TO JUNE 30, 1995 AND 1996 IS UNAUDITED)
NOTE 4. NOTES PAYABLE AND LONG-TERM DEBT
Notes payable:
Lines of credit (A).............................................. $6,350,000
==========
Note payable to stockholder, interest at a bank's prime rate
(8.5% at December 31, 1995), unsecured, due on demand (B)....... $ 750,000
==========
Long-term debt:
Notes payable to stockholders, unsecured, subordinated to line
of credit bearing interest at a bank's prime rate (8.5% at
December 31, 1995), due on demand. Stockholders do not intend
to demand payment prior to January 1, 1997.................... $9,212,707
==========
- --------
(A) The Company has loan agreements with a bank encompassing two unsecured
lines of credit. Under one line of credit, the Company can borrow up to
$4,350,000 through January 31, 1996 and $3,500,000 through May 1996. This
line of credit borrowing bears interest at the bank's prime rate (8.5% at
December 31, 1995). At December 31, 1995, the Company had borrowings
outstanding of $4,350,000. A second credit line is available to the
Company or an affiliate with a limit of $2,000,000. This line of credit
bears interest at the bank's prime rate (8.5% at December 31, 1995) and
expires in May 1996. At December 31, 1994 and 1995, the Company had
borrowings outstanding of $2,000,000 against this line. The Company agrees
not to pay any of the subordinated debt without prior approval from the
bank. The lines are personally guaranteed by the Company's majority
stockholder and guaranteed by a company which is affiliated through common
ownership up to $5,500,000 each. In addition, the Company guarantees the
joint line of credit for $2,000,000. All agreements contain certain
covenants requiring the maintenance of certain financial ratios, minimum
tangible net worth and restrictions on payment of dividends.
(B) The note payable to stockholder was paid off in January 1996.
Interest expense was paid on related party notes payable in the amount of
$108,867, $135,527 and $41,418 for the years ended December 31 1993,, 1994 and
1995, respectively.
NOTE 5. SELF-INSURANCE
The Company self-insures its employee group medical plan coverage up to the
first $50,000 in claims per participant per year. The Company accrued a
liability of approximately $63,000, $55,000 and $52,000 at December 31, 1993,
1994 and 1995, respectively, for those incurred, but not reported, claims.
NOTE 6. LEASE COMMITMENTS AND RELATED PARTY TRANSACTIONS
The Company leases its check cashing centers, office facilities and
equipment under noncancelable operating leases. One of the leases is with a
company related through common ownership and another lease is with a
stockholder. Minimum rental commitments under operating leases are as follows:
YEAR ENDING
DECEMBER 31,
------------
1996........................................................... $1,758,340
1997........................................................... 1,323,366
1998........................................................... 818,512
1999........................................................... 403,066
2000........................................................... 129,536
----------
$4,432,820
==========
F-33
ANY KIND CHECK CASHING CENTERS, INC.
AND CONSOLIDATED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION WITH RESPECT TO JUNE 30, 1995 AND 1996 IS UNAUDITED)
Rent expense totaled $1,713,159, $1,815,155 and $1,865,300 for the years
ended December 31, 1993, 1994 and 1995, respectively, and is included in other
operating, general and administrative expenses. Total rent expense to related
parties totaled $32,310 and $60,211 for the years ended December 31, 1994 and
1995, respectively.
NOTE 7. RELATED PARTY TRANSACTIONS
Consulting fees of $1,338,939, $1,043,199 and $1,118,018 for the years ended
December 31, 1993, 1994 and 1995, respectively, were paid to officers and
stockholders of the Company for director fees, their advisory services on
contracts, leases, store expansions and agreements. Consulting fees of
$1,900,000, $2,000,000 and $2,463,138 were paid to an affiliate for the years
ended December 31, 1993, 1994 and 1995, respectively, for general business
matters, banking relationships, contract lease negotiating, legislative issues
and management aspects of the Company's business.
Notes receivable, affiliates are notes from companies under common
ownership. The notes are unsecured, earn interest at the prime rate and are
due on demand. If no demand is made, they are due on December 31, 1996. The
notes receivable are classified as a long-term asset as repayment is not
expected within twelve months. Interest earned on notes receivable amounted to
approximately $65,000, $72,000 and $107,000 for the years ended December 31,
1993, 1994 and 1995, respectively, and is included in other revenues in the
accompanying consolidated statements of income. There were no outstanding
notes receivable at December 31, 1994. The balance of the notes receivable at
December 31, 1995 was $3,700,000.
Unaudited interim financial information: The Company advanced an additional
$900,000 to an affiliate during the six months ended June 30, 1996 under the
same terms as the amounts outstanding at December 31, 1995.
NOTE 8. INCOME TAXES
The components of the income tax provision for the years ended December 31,
1993, 1994 and 1995 are as follows:
1993 1994 1995
------- ------- --------
Current, state income taxes....................... $46,278 $66,698 $ 86,459
Deferred.......................................... -- -- (91,000)
------- ------- --------
$46,278 $66,698 $ (4,541)
======= ======= ========
The income tax provision for the years ended December 31, 1993, 1994 and
1995 differs from the expected provision due to the recording of deferred tax
assets and the Subchapter S election does not apply to all states.
Deferred income taxes reflect the tax effects of temporary differences
between the value of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes. Significant components of the
Company's net deferred tax assets as of December 31, 1995 are as follows.
1993 1994 1995
---- ---- -------
Deferred Tax Assets
State income taxes....................................... $-- $-- $27,000
Accrued expenses......................................... -- -- 56,000
Receivable allowance..................................... -- -- 8,000
---- ---- -------
$-- $-- $91,000
==== ==== =======
F-34
ANY KIND CHECK CASHING CENTERS, INC.
AND CONSOLIDATED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION WITH RESPECT TO JUNE 30, 1995 AND 1996 IS UNAUDITED)
Unaudited interim financial information: For the six months ended June 30,
1996 the Company was no longer a Subchapter S corporation for income tax
reporting purposes therefore tax expense is recorded for the applicable taxes
on income. The effective tax rate is different from the amount expected due to
the minority interest portion of the income from the consolidated partnership
is not subject to tax at the corporate level which is approximately $94,000
and state taxes net of federal benefit of $96,000. There was no change in
deferred income taxes for the six months ended June 30, 1996 and there is no
valuation allowance on deferred tax assets.
A reconciliation of the provision (benefit) for income taxes with amounts
determined by applying the federal statutory tax rate to income before income
taxes is as follows:
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
-------------------------------- -------------------
1993 1994 1995 1995 1996
--------- --------- ---------- --------- --------
(UNAUDITED)
Tax provision at federal
statutory rate......... $ 487,000 $ 796,000 $ 981,000 $ 881,000 $678,000
Add (deduct)
State taxes net of
federal benefit...... 46,278 66,698 86,459 36,000 115,000
Effect of minority
interest in
partnership.......... (193,000) (180,000) (170,000) (98,000) (96,000)
Benefit of income
taxed at lower
rates................ -- -- -- -- (17,000)
Effect of S
Corporation status... (294,000) (616,000) (811,000) (783,000) --
Deferred income taxes
upon revocation of
S Corporation
status............... -- -- (91,000) -- --
--------- --------- ---------- --------- --------
Provision for income
taxes (benefit)........ $ 46,278 $ 66,698 $ (4,541) $ 36,000 $680,000
========= ========= ========== ========= ========
NOTE 9. SUBSEQUENT EVENTS (UNAUDITED)
On August 8, 1996, the stockholders sold all of the outstanding stock of the
Company for $31,000,000. Prior to the sale, the Company distributed all of the
assets and liabilities to the stockholders except certain prepaid expenses,
rent deposits, leasehold improvements and equipment. The bank line of credit
was extended to August 1, 1996 and canceled upon sale of the stock. No amounts
were outstanding at the time of cancellation. No adjustments have been made to
the carrying values of assets or liabilities as a result of the sale of stock.
Subsequent to the sale, the acquirer issued, in November 1996, $110,000,000
10 7/8% senior notes due 2006 in a private placement. The acquirer is in the
process of exchanging the senior notes for Series A senior notes due 2006
which are being registered under the Securities Act of 1933, as amended. The
payment obligations under the new as well as the old notes are jointly and
severally guaranteed, on a full and unconditional basis, by the acquirer's
domestic subsidiaries, including the Company and its subsidiary. As a result,
the Company's financial statements, which include Any Kind Check Cashing
Centers, Inc. and U.S. Check Exchange, Ltd., will be included in the columnar
presentation as "guarantor subsidiaries" on a combined basis in the acquirer's
condensed consolidating presentation in future periodic reports. There are no
direct or indirect subsidiaries of the Company which are not guarantors of the
old or new notes.
F-35
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
DFG Holdings, Inc.
We have audited the accompanying combined balance sheets of L.M.S.
Development Corporation, Pacific Ring Enterprises, Inc., and NCCI Corporation,
collectively doing business as Chex$Cashed, as of December 31, 1994 and 1993,
and the related combined statements of income, shareholders' equity and cash
flows for the period from January 1, 1995 through September 18, 1995 and for
each of the two years in the period ended December 31, 1994. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of L.M.S.
Development Corporation, Pacific Ring Enterprises, Inc., and NCCI Corporation,
collectively doing business as Chex$Cashed, at December 31, 1994 and 1993, and
the combined results of its operations and its cash flows for the period from
January 1, 1995 through September 18, 1995 and for each of the two years in
the period ended December 31, 1994, in conformity with generally accepted
accounting principles.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
March 3, 1997
F-36
L.M.S. DEVELOPMENT CORPORATION, PACIFIC RING ENTERPRISES, INC.
AND NCCI CORPORATION,
COLLECTIVELY DOING BUSINESS AS CHEX$CASHED
COMBINED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
DECEMBER 31,
--------------
1993 1994
------ ------
ASSETS
Cash.......................................................... $2,129 $2,458
Certificates of deposit....................................... 150 200
Accounts receivable........................................... 302 265
Properties and equipment, net of accumulated depreciation of
$661 in 1993 and $671 in 1994................................ 622 543
Prepaid expenses and other assets............................. 134 143
------ ------
$3,337 $3,600
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable.............................................. $ 48 $ 242
Money orders payable.......................................... 349 500
Revolving credit facility..................................... 500 500
Long-term debt................................................ 2,280 2,046
Shareholders' equity:
Common stock................................................ 1 1
Additional paid-in capital.................................. 337 337
Accumulated deficit......................................... (178) (26)
------ ------
Total shareholders' equity.................................... 160 312
------ ------
$3,337 $3,600
====== ======
See accompanying notes.
F-37
L.M.S. DEVELOPMENT CORPORATION, PACIFIC RING ENTERPRISES, INC.,
AND NCCI CORPORATION,
COLLECTIVELY DOING BUSINESS AS CHEX$CASHED
COMBINED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS)
PERIOD FROM
YEAR ENDED DECEMBER 31, JANUARY 1, 1995
----------------------- THROUGH
1993 1994 SEPTEMBER 18, 1995
----------- ----------- ------------------
Revenues............................. $ 5,858 $ 5,903 $4,185
Store expenses:
Salaries and benefits.............. 1,695 1,658 1,242
Occupancy.......................... 747 747 495
Depreciation and amortization...... 94 51 30
Other.............................. 991 967 616
----------- ----------- ------
Total store expenses................. 3,527 3,423 2,383
Corporate expenses................... 1,696 2,028 1,683
Interest expense..................... 236 233 119
----------- ----------- ------
Income before taxes.................. 399 219 --
Income tax provision................. 113 67 3
----------- ----------- ------
Net income (loss).................... $ 286 $ 152 $ (3)
=========== =========== ======
See accompanying notes.
F-38
L.M.S. DEVELOPMENT CORPORATION, PACIFIC RING ENTERPRISES, INC.,
AND NCCI CORPORATION,
COLLECTIVELY DOING BUSINESS AS CHEX$CASHED
COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)
RETAINED
COMMON STOCK ADDITIONAL EARNINGS TOTAL
------------- PAID-IN (ACCUMULATED SHAREHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT) EQUITY
------ ------ ---------- ------------ -------------
(IN THOUSANDS EXCEPT SHARE DATA)
Balance, December 31,
1992..................... 1,099 $1 $337 $(464) $(126)
Net income for the year
ended
December 31, 1993...... 286 286
----- --- ---- ----- -----
Balance, December 31,
1993..................... 1,099 1 337 (178) 160
Net income for the year
ended
December 31, 1994...... 152 152
----- --- ---- ----- -----
Balance, December 31,
1994..................... 1,099 1 337 (26) 312
----- --- ---- ----- -----
Net loss for the period
from January 1, 1995
through
September 18, 1995..... (3) (3)
Capital contribution in
the form of forgiveness
of debt................ 380 380
----- --- ---- ----- -----
BALANCE, SEPTEMBER 18,
1995..................... 1,099 $ 1 $717 $ (29) $ 689
===== === ==== ===== =====
See accompanying notes.
F-39
L.M.S. DEVELOPMENT CORPORATION, PACIFIC RING ENTERPRISES, INC.,
AND NCCI CORPORATION,
COLLECTIVELY DOING BUSINESS AS CHEX$CASHED
COMBINED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
YEAR ENDED DECEMBER 31, PERIOD FROM
----------------------- JANUARY 1, 1995 THROUGH
1993 1994 SEPTEMBER 18, 1995
----------- ----------- ------------------------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net income................ $ 286 $ 152 $ (3)
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation and amorti-
zation................. 94 51 30
Change in assets and li-
abilities:
(Increase) decrease in
accounts receivable.. (275) 37 234
(Increase) decrease in
prepaid expenses and
other assets......... (174) (9) 312
Increase (decrease) in
accounts payable and
accrued expenses..... 95 345 (635)
----------- ----------- -------
Net cash provided by (used
in) operating activi-
ties..................... 26 576 (62)
CASH FLOWS FROM INVESTING
ACTIVITIES
Net (additions to) dispos-
als of properties and
equipment................ (75) 37 125
----------- ----------- -------
Net cash provided by (used
in) investing activi-
ties..................... (75) 37 125
CASH FLOWS FROM FINANCING
ACTIVITIES
Payments on long-term
debt..................... (273) (534) (1,666)
Net increase (decrease) in
revolving credit
facility................. 250 -- (500)
Proceeds from long-term
debt..................... 469 300 --
----------- ----------- -------
Net cash provided by (used
in) financing activi-
ties..................... 446 (234) (2,166)
----------- ----------- -------
Net increase (decrease) in
cash .................... 397 379 (2,103)
Cash at beginning of
year..................... 1,732 2,079 2,458
----------- ----------- -------
Cash at end of year....... $2,129 $ 2,458 $ 355
=========== =========== =======
SUPPLEMENTAL SCHEDULE OF
NONCASH FINANCING ACTIVI-
TIES:
Forgiveness of long-term
debt owed to sharehold-
ers...................... $ -- $ -- $ 380
See accompanying notes.
F-40
L.M.S. DEVELOPMENT CORPORATION, PACIFIC RING ENTERPRISES, INC.,
AND NCCI CORPORATION, COLLECTIVELY DOING BUSINESS AS CHEX$CASHED
NOTES TO COMBINED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1994 AND 1993 AND THE PERIOD FROM JANUARY 1, 1995
THROUGH SEPTEMBER 18, 1995
1. DESCRIPTION OF THE COMPANY
L.M.S. Development Corporation ("LMS"), Pacific Ring Enterprises, Inc.
("PRE"), and NCCI Corporation ("NCCI") (collectively known as the "Company")
conduct business as Chex$Cashed(R), providing check cashing, money order, and
related services to the general public through a network of approximately
twenty stores in four states.
2. SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The Company employs accounting policies that are in accordance with
generally accepted accounting principles, which require management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
Property and Equipment
Office properties and equipment are recorded at cost and depreciated over
the estimated useful lives of the related assets. Leasehold improvements are
recorded at cost and amortized over the shorter of their estimated lives or
the life of the lease. Depreciation is provided on the straight-line method.
Estimated useful lives of the assets vary from five to thirty years.
Store Expenses
The direct costs incurred in operating the Company's stores have been
classified as store expenses. Store expenses include salaries and benefits of
store employees, rent and other occupancy costs, depreciation of properties
and equipment, bank charges, armored security costs, net returned checks, cash
shortages, and other costs incurred by the stores. Excluded from store
operations are the corporate expenses of the Company which include salaries
and benefits of corporate employees, professional fees, and travel costs.
Returned Checks
The Company charges operations for potential losses on returned checks in
the period such checks are returned, since ultimate collection of these items
is uncertain. Recoveries on returned checks are credited in the period when
the recovery is received. The net expense for bad checks included in Other
Store Expenses in the accompanying consolidated statements of income was
$237,000 and $205,000 for the years ended December 31, 1993 and 1994,
respectively, and $116,000 during the period January 1, 1995 to September 18,
1995.
Income Taxes
NCCI, PRE and LMS have elected to be taxed as "S" corporations as defined in
the Internal Revenue Code. NCCI's election was effective for all periods
presented, PRE's election was effective December 1, 1994 and LMS's election
was effective January 1, 1995. Taxable income is included in the respective
shareholders' personal income tax returns after the respective dates of
election. Accordingly, no federal income tax has been provided for NCCI, PRE
or LMS after their effective dates of election. In the accompanying combined
statements of income, federal income tax has been provided for PRE and LMS
prior to their effective dates of election.
The Company uses the liability method to account for income taxes.
Accordingly, deferred income taxes have been determined by applying current
tax rates to temporary differences between the amount of assets and
liabilities determined for income tax and financial reporting purposes.
Each Company files a separate tax return and maintains a December 31 year
end for tax purposes.
F-41
L.M.S. DEVELOPMENT CORPORATION, PACIFIC RING ENTERPRISES, INC.,
AND NCCI CORPORATION, COLLECTIVELY DOING BUSINESS AS CHEX$CASHED
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Advertising Costs
The Company expenses advertising costs as incurred. Advertising costs
charged to expense were $97,000 and $68,000 in 1993 and 1994, respectively,
and $39,000 during the period January 1, 1995 to September 18, 1995.
Cash and Cash Equivalents
Certificates of deposit included in cash and cash equivalents have original
maturities of three months or less.
3. DEBT
The Company has a $500,000 line of credit which bears interest at the bank's
prime rate plus 1% (7.0% at December 31, 1993 and 9.5% at December 31, 1994).
In 1994, the Company granted a security interest to the bank in the Company's
$200,000 certificate of deposit. The line of credit contains certain financial
covenants which, among other things, require the Company to maintain minimum
amounts of net worth, achieve certain financial ratios, and require certain
approvals in the event the Company wants to pay dividends.
Long-Term Debt consists of the following (in thousands):
DECEMBER 31,
-------------
1993 1994
------ ------
Unsecured demand note payable to shareholder, interest at 10%,
payable monthly. ............................................ $ 341 $ 414
Unsecured demand note payable to shareholder, interest at 10%,
payable monthly. ............................................ 396 341
Note payable to bank with interest at the bank's prime rate
plus 1% (7.0% at December 31, 1993 and 9.5% at December 31,
1994), payable monthly. Principal paid in full on August 3,
1995. ....................................................... 325 150
Mortgage note payable in monthly installments. Interest at the
rate of three-year U.S. Treasury notes (4.6% at December 31,
1993 and 6.0% at December 31, 1994) plus 3% with adjustments
scheduled every third year thereafter. Final payments due
November 2003, secured by real estate and personal guarantees
of shareholders. ............................................ 81 76
Unsecured demand note payable to shareholder, interest at
3.85%, payable monthly. ..................................... 100 100
Unsecured note payable to officer, interest at 12%, payable
monthly. .................................................... 586 536
Promissory note payable to shareholder bearing interest of
8.47% with monthly payments of $9,720 through June 1, 1997,
secured by mortgages and liens on assets of the Company. .... 348 257
Various other................................................. 103 172
------ ------
Total....................................................... $2,280 $2,046
====== ======
The notes payable to shareholders represent working capital advances made
under various revolving credit notes and have no stated maturity date.
Interest of $236,000 and $233,000 was paid during the years ended December
31, 1993 and 1994, respectively, and $119,000 during the period January 1,
1995 to September 18, 1995.
All outstanding debt was satisfied prior to the sale of the Company on
September 18, 1995 (see note 8). The forgiveness in 1995 of $380,000 of debt
owed to certain shareholders is reflected as a capital contribution in the
accompanying combined statements of shareholders' equity and cash flows.
F-42
L.M.S. DEVELOPMENT CORPORATION, PACIFIC RING ENTERPRISES, INC.,
AND NCCI CORPORATION, COLLECTIVELY DOING BUSINESS AS CHEX$CASHED
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
4. INCOME TAXES
The provision for income taxes for the years ended December 31, 1993 and
1994 and for the period January 1, 1995 to September 18, 1995, consists of the
following (in thousands):
YEAR
ENDED PERIOD FROM
DECEMBER JANUARY 1, 1995
31, THROUGH
--------- SEPTEMBER 18,
1993 1994 1995
---- ---- ---------------
Federal:
$ --
Current.......................................... $ 95 $55
Deferred......................................... -- -- --
---- --- ----
95 55 --
State:
Current.......................................... 18 12 3
Deferred......................................... -- -- --
---- --- ----
18 12 3
---- --- ----
$113 $67 $ 3
==== === ====
A reconciliation of the provision for income taxes with amounts determined
by applying the federal statutory tax rate to income before income taxes is as
follows (in thousands):
YEAR
ENDED PERIOD FROM
DECEMBER JANUARY 1, 1995
31, THROUGH
---------- SEPTEMBER 18,
1993 1994 1995
---- ---- ---------------
Tax provision at federal statutory rate......... $136 $ 74 $ --
Add (deduct):
Decrease in taxes resulting from income at-
tributable to corporation electing to be
taxed as an "S" Corporation.................. (38) (11) --
Tax rate differential......................... (3) (8) --
State taxes, net of Federal benefit........... 18 12 3
---- ---- ----
Tax provision at effective tax rate............. $113 $ 67 $ 3
==== ==== ====
Income taxes of $15,486 and $16,509 were paid during 1993 and 1994, and
$1,439 during the period January 1, 1995 to September 18, 1995.
5. COMMITMENTS
The Company occupies office and retail space and uses certain equipment
under operating lease agreements. Rent expense amounted to $578,000 and
$577,000 for the years ended December 31, 1993 and 1994, respectively, and
$342,000 during the period January 1, 1995 to September 18, 1995. Most leases
contain standard renewal clauses.
F-43
L.M.S. DEVELOPMENT CORPORATION, PACIFIC RING ENTERPRISES, INC.,
AND NCCI CORPORATION, COLLECTIVELY DOING BUSINESS AS CHEX$CASHED
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Minimum obligations under noncancelable operating leases for the year ended
December 31 are as follows (in thousands):
YEAR AMOUNT
---- ------
1995............................................................... $ 355
1996............................................................... 341
1997............................................................... 301
1998............................................................... 211
1999............................................................... 134
Thereafter......................................................... 94
------
$1,436
======
6. STORE CLOSING
In June 1994, the Company was unable to renew its contract to operate its
store located within a Wisconsin casino. For the years ended December 31, 1993
and 1994, this store contributed gross revenues of $774,000 and $506,000 and
income before taxes of $438,000 and $270,000, respectively.
7. RELATED PARTY TRANSACTIONS
Management fees are paid to major shareholders of the Company. Management
fee expense amounted to $1,027,000 and $1,064,000 for the years ended December
31, 1993 and 1994, respectively, and $882,000 during the period January 1,
1995 to September 18, 1995, and is included in corporate expenses in the
accompanying combined statements of income.
The Company has notes payable to certain shareholders and officers as
discussed in Note 3. Interest paid on these notes amounted to $74,000 and
$210,000 for the years ended December 31, 1993 and 1994, respectively, and
$85,000 during the period January 1, 1995 to September 18, 1995.
8. SUBSEQUENT EVENT
On July 28, 1995, the Company entered into an agreement to sell all of the
outstanding stock of LMS and PRE and selected assets of NCCI. The sale was
completed on September 18, 1995.
The acquirer issued, in November 1996, $110,000,000 10 7/8% senior notes due
2006, in a private placement. The acquirer is in the process of exchanging the
senior notes for Series A senior notes due 2006 which are being registered
under the Securities Act of 1933, as amended. The payment obligations under
the new as well as the old notes are jointly and severally guaranteed, on a
full and unconditional basis, by the acquirer's domestic subsidiaries,
including the Company. As a result, the Company's financial statements, which
include L.M.S. Development Corporation, Pacific Ring Enterprises, Inc. and the
operations of NCCI Corporation, will be included in the columnar presentation
as "guarantor subsidiaries" on a combined basis in the acquirer's condensed
consolidating presentation in future periodic reports. There are no direct or
indirect subsidiaries of the Company which are not guarantors of the old or
new notes.
F-44
AUDITOR'S REPORT
To the Directors of
National Money Mart Inc.
We have audited the consolidated balance sheet of National Money Mart Inc.
as at December 31, 1995 and December 31, 1994 and the consolidated statements
of income and retained earnings and cash flow for the years then ended. These
financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform our audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.
In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the company as at December
31, 1995 and December 31, 1994 and the results of its operations and the
changes in its financial position for the years then ended in accordance with
accounting principles generally accepted in Canada.
/s/ Ernst & Young
Chartered Accountants
Victoria, Canada
March 6, 1996.
F-45
NATIONAL MONEY MART INC.
CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31, AS AT
------------------- SEPTEMBER 30,
1994 1995 1996
--------- --------- -------------
$CN $CN $CN
(UNAUDITED)
ASSETS
Current
Cash........................................ 7,053,100 4,760,700 5,170,100
Accounts receivable......................... 848,900 1,097,600 753,100
Inventory, at cost.......................... 43,800 36,200 39,600
Prepaid expenses and deposits............... 88,200 103,100 153,100
--------- --------- ---------
Total current assets........................ 8,034,000 5,997,600 6,115,900
Investments and advances [note 2]........... 107,900 151,100 232,100
--------- --------- ---------
Capital assets [note 3]..................... 1,541,500 1,839,800 1,687,400
--------- --------- ---------
9,683,400 7,988,500 8,035,400
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable............................ 1,294,400 1,308,200 1,031,700
Management salaries payable................. 3,076,600 2,655,000 2,618,000
--------- --------- ---------
Total current liabilities................... 4,371,000 3,963,200 3,649,700
Deferred income taxes....................... 12,000 12,000 12,000
Deferred revenue............................ -- -- 465,000
Due to shareholders and related parties
[note 4]................................... 2,764,700 1,554,700 1,486,100
Minority interest........................... 172,600 114,400 78,400
--------- --------- ---------
Total liabilities........................... 7,320,300 5,644,300 5,691,200
--------- --------- ---------
Shareholders' equity
Share capital [note 5]...................... 300 300 300
Retained earnings........................... 2,362,800 2,343,900 2,343,900
--------- --------- ---------
Total shareholders' equity.................. 2,363,100 2,344,200 2,344,200
--------- --------- ---------
9,683,400 7,988,500 8,035,400
========= ========= =========
Approved on behalf of the Directors:
Director Director
See accompanying notes
F-46
NATIONAL MONEY MART INC.
CONSOLIDATED STATEMENT OF INCOME
AND RETAINED EARNINGS
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------- -------------------
1994 1995 1995 1996
----------- ----------- --------- ---------
$CN $CN $CN $CN
(UNAUDITED)
REVENUE
Fees and royalties............... 11,613,100 12,147,900 9,118,000 9,749,000
Equity share of earnings on
investments..................... 131,200 87,200 66,000 47,000
Interest and other income........ 143,500 191,700 145,000 145,000
----------- ----------- --------- ---------
11,887,800 12,426,800 9,329,000 9,941,000
Operating expenses (Note 4)...... 8,454,900 9,646,300 6,881,000 7,323,000
----------- ----------- --------- ---------
3,432,900 2,780,500 2,448,000 2,618,000
Management salaries.............. 3,076,600 2,730,000 2,270,000 2,618,000
----------- ----------- --------- ---------
356,300 50,500 178,000 --
Gain on disposal of shares....... 12,600 -- -- --
Loss on disposal of capital
assets.......................... -- 400 -- --
----------- ----------- --------- ---------
Income before income taxes and
minority interest............... 368,900 50,100 178,000 --
Income taxes
current........................ 54,800 47,200 35,000 --
deferred....................... 7,500 -- -- --
----------- ----------- --------- ---------
Income before minority interest.. 306,600 2,900 143,000 --
Income attributable to minority
interest........................ 54,700 21,800 16,000 --
----------- ----------- --------- ---------
Net income (loss) for the year... 251,900 (18,900) 127,000 --
Retained earnings, beginning of
year............................ 2,110,900 2,362,800 2,362,800 2,343,900
----------- ----------- --------- ---------
Retained earnings, end of year... 2,362,800 2,343,900 2,489,800 2,343,900
=========== =========== ========= =========
See accompanying notes
F-47
NATIONAL MONEY MART INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------- ---------------------
1994 1995 1995 1996
----------- ------------ ---------- ---------
$CN $CN $CN $CN
(UNAUDITED)
OPERATING ACTIVITIES
Net income (loss) for the
year....................... 251,900 (18,900) 127,000 --
Add charges (deduct credits)
to operations not requiring
a current cash payment
Loss on disposal of capital
assets..................... -- 400 -- --
Amortization................ 375,900 460,800 250,000 347,000
Deferred income tax
(recovery)................. 7,500 -- -- --
Equity share of earnings on
investments................ (131,200) (87,200) (66,000) (47,000)
Income attributable to
minority interest.......... 54,700 21,800 16,000 --
----------- ------------ ---------- ---------
558,800 376,900 327,000 300,000
Net change in non-cash
working capital balances
related to operations...... 1,697,200 (666,300) (1,593,900) 451,100
----------- ------------ ---------- ---------
Cash provided by (used in)
operating activities....... 2,256,000 (289,400) (1,266,900) 751,000
----------- ------------ ---------- ---------
INVESTING ACTIVITIES
Additions to capital
assets..................... (559,500) (759,500) (331,000) (257,100)
Advances (to) from investees
and related companies...... (273,100) 44,000 33,000 44,000
Advances to subsidiaries.... (48,000) (80,000) (60,000) (60,000)
----------- ------------ ---------- ---------
Cash used in investing
activities................. (880,600) (795,500) (358,000) (273,100)
----------- ------------ ---------- ---------
FINANCING ACTIVITIES
Advances to (from)
shareholders and related
parties.................... 45,900 (1,207,500) (65,000) (68,600)
----------- ------------ ---------- ---------
Cash provided by (used in)
financing activities....... 45,900 (1,207,500) (65,000) (68,600)
----------- ------------ ---------- ---------
Net increases (decrease) in
cash during the year....... 1,421,300 (2,292,400) (1,689,900) 409,400
Cash, beginning of year..... 5,631,800 7,053,100 7,053,100 4,760,700
----------- ------------ ---------- ---------
Cash, end of year........... 7,053,100 4,760,700 5,363,200 5,170,100
=========== ============ ========== =========
See accompanying notes
F-48
NATIONAL MONEY MART INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
On December 31, 1995 National Money Mart Inc. amalgamated with Vancouver
Money Mart Inc., 397662 B.C. Ltd., 397661 B.C. Ltd., 376461 B.C. Ltd.,
B.P.Y.A. 668 Holdings Ltd., Calgary Money Mart Inc. and Alberta Money Mart
Inc. to become National Money Mart Inc. The financial statements have been
presented on the continuity of interests basis of accounting.
Consolidation
The consolidated financial statements include the accounts of National Money
Mart Inc. and its wholly-owned subsidiaries, Capital Money Mart Inc. and
537993 Alberta Ltd. Also included are the accounts of a partnership, Ottawa
Money Mart, in which the company holds a 60% interest.
Equity method of accounting
The company accounts for its investments in the following companies and
partnership using the equity method:
INVESTEE % INTEREST
-------- ----------
Calgary Money Mart Partnership.................................... 13.5
Gent Isle Holdings Ltd............................................ 28
First Island Armoured Transport Ltd............................... 50
Other Investments and Advances
Other investments and advances are recorded at the lower of cost and net
realizable value.
Amortization
Assets are amortized on the declining balance method except leasehold
improvements and goodwill which are amortized on the straight-line basis.
Amortization is provided using the following annual rates:
Automobile............................................................... 30%
Furniture and equipment.................................................. 20%
Leasehold improvements................................................... 20%
Goodwill................................................................. 10%
F-49
NATIONAL MONEY MART INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
2. INVESTMENTS AND ADVANCES
1994 1995
------- -------
$CN $CN
Gent Isle Holdings Ltd.
14 common shares representing a 28% interest................. 100 100
Equity share of earnings, net of dividends received.......... 1,700 1,100
Advances..................................................... 21,100 43,500
------- -------
22,900 44,700
------- -------
Cash Canada Plan Corp.--5,000 shares......................... 1,800 1,800
------- -------
Ottawa Money Mart Inc. ...................................... 2,500 2,500
------- -------
Calgary Money Mart [a Partnership]
13.5% interest, equity share of earnings, net of advances re-
ceived...................................................... 7,800 15,100
------- -------
First Island Armoured Transport Ltd.
60 common shares representing a 50% interest................. 100 100
Advances..................................................... 72,800 136,600
Equity share of losses....................................... -- (49,700)
------- -------
72,900 87,000
------- -------
107,900 151,100
======= =======
3. CAPITAL ASSETS
1994
--------------------------------
ACCUMULATED NET BOOK
COST AMORTIZATION VALUE
$CN $CN $CN
--------- ------------ ---------
Furniture and equipment........................ 1,611,500 797,400 814,100
Leasehold improvements......................... 1,301,300 721,800 579,500
Automotive..................................... 21,500 8,000 13,500
Goodwill....................................... 246,900 112,500 134,400
--------- --------- ---------
3,181,200 1,639,700 1,541,500
========= ========= =========
1995
--------------------------------
ACCUMULATED NET BOOK
COST AMORTIZATION VALUE
$CN $CN $CN
--------- ------------ ---------
Furniture and equipment........................ 1,848,000 990,700 857,300
Leasehold improvements......................... 1,824,500 941,400 883,100
Automotive..................................... 12,800 -- 12,800
Goodwill....................................... 147,800 61,200 86,600
--------- --------- ---------
3,833,100 1,993,300 1,839,800
========= ========= =========
4. RELATED PARTY TRANSACTIONS
Lease payments of $CN124,400 and $CN142,600 were made to the company's
shareholders for the rental of the company's corporate headquarters and for
two store locations for the years ended December 31, 1994 and 1995,
respectively.
F-50
NATIONAL MONEY MART INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Interest of $CN229,600 and $CN262,000 was paid on the funds advanced to the
company by the shareholders and related parties for the years ended December
31, 1994 and 1995, respectively. Interest on these balances is payable at
prime plus 2% per annum. There are no specific terms of repayment for the
amounts due to shareholders and the shareholders do not intend to demand
repayment during the next fiscal year.
5. SHARE CAPITAL
1994 1995
---- ----
$CN $CN
Authorized
10,000 Class A common shares.....................................
Issued
10,000 Class A common shares..................................... 300 300
On the effective date of the amalgamation, all shares of Vancouver Money
Mart Inc., 397662 B.C. Ltd., 397661 B.C. Ltd., 376461 B.C. Ltd. B.P.Y.A. 668
Holdings Ltd., Calgary Money Mart Inc. and Alberta Money Mart Inc. were
canceled without any repayment of capital in respect of such shares. Also on
that date the issued share capital of National Money Mart Inc. was deemed to
be converted into authorized and issued share capital of the amalgamated
corporation by conversion of all of the shares into issued share capital of
10,000 Class A common shares.
6. COMMITMENTS
The company leases its office premises and certain store locations. Annual
minimum lease payments, which do not include renewal options, for the next
five years are estimated to be as follows:
$CN
---------
1996............................................................... 1,081,000
1997............................................................... 937,000
1998............................................................... 692,000
1999............................................................... 543,000
2000............................................................... 89,000
---------
3,342,000
---------
7. DIFFERENCES BETWEEN CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("CN
GAAP") AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("US
GAAP")
The accompanying consolidated financial statements have been prepared in
accordance with CN GAAP, and presented in Canadian Dollars. The accounting
policies of the company also comply, in all material respects, with US GAAP as
at December 31, 1994, December 31, 1995 and September 30, 1996 and therefore
the financial results would not require amendment if the financial statements
were to be prepared in accordance with US GAAP.
F-51
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
DFG Holdings, Inc.
We have audited the accompanying balance sheets of Cash-N-Dash Check
Cashing, Inc. as of December 31, 1995 and 1994, and the related statements of
income, shareholders' equity, and cash flows for each of the three years in
the period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Cash-N-Dash Check Cashing,
Inc. at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995,
in conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
November 8, 1996,
except for the second paragraph of
Note 9, as to which the date is February 10, 1997.
F-52
CASH-N-DASH CHECK CASHING, INC.
BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
DECEMBER 31, SEPTEMBER 30,
-------------- -------------
1994 1995 1996
------ ------ -------------
(UNAUDITED)
ASSETS
Cash............................................ $ 543 $ 674 $ 530
Accounts and loans receivable, net of allowance
for doubtful accounts of $35, $50 and $24...... 299 302 382
Properties and equipment, net of accumulated de-
preciation of $609, $746 and $845 ............. 593 402 304
Prepaid expenses and other assets............... 246 92 81
Note receivable--officer........................ 92 -- --
------ ------ ------
$1,773 $1,470 $1,297
====== ====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities........ $ 262 $ 310 $ 300
Money orders payable............................ 1,305 1,201 934
Notes payable................................... 179 129 129
Notes payable, shareholders..................... 615 415 415
Shareholders' equity:
Common stock, $1 par value; 10,000 shares
authorized, 4,000 shares outstanding........... 4 4 4
Accumulated deficit............................ (576) (573) (469)
Less cost of common stock in treasury (167
shares)....................................... (16) (16) (16)
------ ------ ------
Total shareholders' equity...................... (588) (585) (481)
------ ------ ------
$1,773 $1,470 $1,297
====== ====== ======
See accompanying notes.
F-53
CASH-N-DASH CHECK CASHING, INC.
STATEMENTS OF INCOME
(IN THOUSANDS)
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------- -------------
1993 1994 1995 1995 1996
------- ------- ------- ------ ------
(UNAUDITED)
Revenues:
Check cashing.......................... $ 2,358 $ 2,683 $ 2,977 $2,301 $2,217
Food stamp distribution................ 499 728 1,898 1,306 1,442
Other.................................. 638 894 1,375 1,075 849
------- ------- ------- ------ ------
Total revenues........................... 3,495 4,305 6,250 4,682 4,508
Store and regional expenses:
Salaries and benefits.................. 1,056 1,393 1,869 1,354 1,296
Occupancy.............................. 588 654 801 533 582
Depreciation........................... 110 160 134 100 70
Other.................................. 555 684 1,182 828 498
------- ------- ------- ------ ------
Total store and regional expenses........ 2,309 2,891 3,986 2,815 2,446
Corporate expenses....................... 537 672 812 434 506
Other depreciation and amortization...... 45 35 53 40 30
Interest expense......................... 89 88 95 70 43
------- ------- ------- ------ ------
Income before taxes...................... 515 619 1,304 1,323 1,483
Income tax provision..................... 14 9 20 20 26
------- ------- ------- ------ ------
Net income............................... $ 501 $ 610 $ 1,284 $1,303 $1,457
======= ======= ======= ====== ======
See accompanying notes.
F-54
CASH-N-DASH CHECK CASHING, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS EXCEPT SHARE DATA)
COMMON STOCK ACCUMULATED TREASURY SHAREHOLDERS'
SHARES AMOUNT DEFICIT STOCK EQUITY
------ ------ ----------- -------- -------------
Balance, December 31, 1992.... 4,000 $ 4 $ (333) $(16) $ (345)
Distributions to
shareholders............... -- -- (584) -- (584)
Net income for the year
ended December 31, 1993.... -- -- 501 -- 501
----- ---- ------ ---- ------
Balance, December 31, 1993.... 4,000 4 (416) (16) (428)
Distributions to
shareholders............... -- -- (770) -- (770)
Net income for the year
ended December 31, 1994.... -- -- 610 -- 610
----- ---- ------ ---- ------
Balance, December 31, 1994.... 4,000 4 (576) (16) (588)
Distributions to
shareholders............... -- -- (1,281) -- (1,281)
Net income for the year
ended December 31, 1995.... -- -- 1,284 -- 1,284
----- ---- ------ ---- ------
Balance, December 31, 1995.... 4,000 4 (573) (16) (585)
Distributions to
shareholders (unaudited)... -- -- (1,353) -- (1,353)
Net income for the nine
months ended September 30,
1996 (unaudited)........... -- -- 1,457 -- 1,457
----- ---- ------ ---- ------
Balance, September 30, 1996
(unaudited).................. 4,000 $ 4 $ (469) $(16) $ (481)
===== ==== ====== ==== ======
See accompanying notes.
F-55
CASH-N-DASH CHECK CASHING, INC.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
NINE MONTHS
YEAR ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
----------------------- ----------------
1993 1994 1995 1995 1996
------ ------ ------- ------- -------
(UNAUDITED)
CASH FLOWS FROM OPERATING
ACTIVITIES
Net income......................... $ 501 $ 610 $ 1,284 $ 1,303 $ 1,457
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization.... 155 195 187 140 100
Loss on disposal of properties
and equipment................... -- -- 70 -- --
Allowance for doubtful accounts.. -- 35 15 (21) (24)
Change in assets and liabilities:
Increase in accounts
receivable..................... (24) (269) (18) (100) (56)
Decrease in prepaid expenses and
other assets................... 97 32 126 114 11
(Decrease) increase in money
orders payable................. (290) (190) (104) 116 (267)
(Decrease) increase in accounts
payable and accrued expenses... (93) 137 48 32 (10)
------ ------ ------- ------- -------
Net cash provided by operating
activities........................ 346 550 1,608 1,584 1,211
CASH FLOWS FROM INVESTING
ACTIVITIES
Additions to properties and
equipment......................... (204) (310) (38) (19) (2)
------ ------ ------- ------- -------
Net cash used in investing
activities........................ (204) (310) (38) (19) (2)
CASH FLOWS FROM FINANCING
ACTIVITIES
Payments on long-term debt......... (233) (193) (250) (50) --
Proceeds from long-term debt....... 163 145 -- -- --
(Increase) decrease in notes
receivable--Officer............... (92) -- 92 92 --
Distributions to shareholders...... (584) (770) (1,281) (1,132) (1,353)
------ ------ ------- ------- -------
Net cash used in financing
activities........................ (746) (818) (1,439) (1,090) (1,353)
------ ------ ------- ------- -------
Net (decrease) increase in cash.... (604) (578) 131 475 (144)
Cash at beginning of year.......... 1,725 1,121 543 543 674
------ ------ ------- ------- -------
Cash at end of year................ $1,121 $ 543 $ 674 $ 1,018 $ 530
====== ====== ======= ======= =======
See accompanying notes.
F-56
CASH-N-DASH CHECK CASHING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)
1. DESCRIPTION OF THE COMPANY
Cash-N-Dash Check Cashing, Inc. (the "Company") which conducts business as
Cash-N-Dash, provides check cashing, sales of money orders, money transfer
services, distribution of food stamp benefits, and various other related
services to the general public through a network of approximately thirty
stores in California.
2. SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
PROPERTY AND EQUIPMENT
Office properties and equipment are recorded at cost and depreciated over
the estimated useful lives of the related assets. Leasehold improvements are
recorded at cost and amortized over the shorter of their estimated lives or
the life of the lease. Depreciation is computed using the straight-line
method. Estimated useful lives of the assets vary from three to seven years.
STORE EXPENSES
The direct costs incurred in operating the Company's stores have been
classified as store expenses. Store expenses include salary and benefit
expense of store employees, rent and other occupancy costs, depreciation of
properties and equipment, bank charges, armored security costs, net returned
checks, cash shortages, and other costs incurred by the stores. Excluded from
store operations are the corporate expenses of the Company which include
salaries and benefits of corporate employees.
RETURNED CHECKS
The Company charges operations for potential losses on returned checks in
the period such checks are returned, since ultimate collection of these items
is uncertain. Recoveries on returned checks are credited in the period when
the recovery is received. The net expense for bad checks included in Other
Store Expenses in the accompanying consolidated statement of income was
$49,000, $76,000 and $114,000 for the years ended December 31, 1993, 1994 and
1995, respectively, and $50,000 and $37,000 for the nine months ended
September 30, 1995 and 1996, respectively.
INCOME TAXES
The Company has elected to be taxed as an "S" corporation as defined in the
Internal Revenue Code. Taxable income for the Company is included in the
respective shareholders' personal income tax returns. Accordingly, no federal
income taxes are provided for the Company. The provision for state income
taxes was $14,000, $9,000 and $20,000 for the years ended December 31, 1993,
1994 and 1995, respectively, and $20,000 and $26,000 for the nine months ended
September 30, 1995 and 1996, respectively.
ADVERTISING COSTS
The Company expenses advertising costs as incurred. Advertising costs
charged to expense were $30,000, $52,000 and $23,000 for the years ended 1993,
1994 and 1995, respectively, and $17,000 for the nine months ended September
30, 1995 and 1996.
CASH AND CASH EQUIVALENTS
Short-term investments in highly liquid investments are included in cash and
cash equivalents.
TREASURY STOCK
The purchase of the Company's common stock is recorded at cost.
F-57
CASH-N-DASH CHECK CASHING, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
UNAUDITED INTERIM FINANCIAL STATEMENTS
The Company, in its opinion, has included all adjustments (consisting only
of normal recurring accruals) necessary for a fair presentation of its
financial position at September 30, 1996 and the results of its operations for
the nine months ended September 30, 1995 and 1996. The results for the nine
months ended September 30, 1996 are not necessarily indicative of the results
for the full year.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying values of cash equivalents and notes payable approximate their
fair values due to the short-term maturities of the financial instruments.
3. PROPERTIES AND EQUIPMENT
Properties and equipment at December 31, 1994 and 1995 and September 30,
1996 consist of the following (in thousands):
DECEMBER 31,
------------- SEPTEMBER 30,
1994 1995 1996
------ ------ -------------
Leasehold improvements......................... $ 355 $ 274 $ 274
Equipment and furniture........................ 847 874 875
------ ------ -----
1,202 1,148 1,149
Less accumulated depreciation.................. 609 746 845
------ ------ -----
Total office properties and equipment.......... $ 593 $ 402 $ 304
====== ====== =====
4. NOTES PAYABLE
The Company has notes payable to shareholders which represent working
capital advances made under revolving credit notes, which are payable upon
demand, with no stated maturity date, and which bear interest at rates ranging
from 9% to 12% in 1994 and 1995. The aggregate outstanding balance of these
notes was $615,000 at December 31, 1994 and $415,000 at December 31, 1995 and
September 30, 1996. Additionally, the Company has other notes payable, which
are also payable upon demand and bear interest at rates ranging from 8% to
12%. The aggregate outstanding balance of these notes was $179,000 at December
31, 1994 and $129,000 at December 31, 1995 and September 30, 1996.
Interest of $89,000, $88,000 and $95,000 was paid during the years ended
December 31, 1993, 1994 and 1995, respectively and $70,000 and $43,000 for the
nine months ended September 30, 1995 and 1996, respectively.
The Company has a $300,000 line of credit which bears interest of prime plus
1%. The Company had no amounts outstanding on this line of credit at December
31, 1995 or September 30, 1996. The Company's current line of credit agreement
expires March 5, 1997.
5. COMMITMENTS
The Company occupies office and retail space under operating lease
arrangements. Rent expense amounted to $368,000, $398,000 and $466,000 for the
years ended December 31, 1993, 1994 and 1995, respectively, and $332,000 and
$387,000 for the nine months ended September 30, 1995 and 1996, respectively.
Most leases contain standard renewal clauses.
F-58
CASH-N-DASH CHECK CASHING, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)
5. COMMITMENTS (CONTINUED)
Minimum obligations under noncancelable operating leases for the year ended
December 31 are as follows (in thousands):
YEAR AMOUNT
---- ------
1996.................................. $ 484
1997.................................. 347
1998.................................. 126
1999.................................. 56
2000.................................. 4
------
$1,017
======
6. CONTRACTS
The Company has food stamp contracts with various counties for the
distribution of food stamps. The revenue related to each contract and its
expiration date are summarized as follows:
NINE MONTHS
YEAR ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
------------------ ------------- CONTRACT
1993 1994 1995 1995 1996 EXPIRES
----- ----- ------ ------ ------ --------
(In Thousands)
Kern County...................... $ -- $ -- $ 776 $ 510 $ 556 12/31/99
Kings County..................... 51 64 74 49 54 12/31/97
Madera County.................... 54 58 70 48 54 6/30/02
Merced County.................... -- 136 347 259 266 6/30/98
Stanislaus County................ 144 206 222 171 170 12/31/96
Tulare County.................... 250 264 357 232 302 6/30/99
Tuolumne County.................. -- -- -- 37 40 12/31/00
----- ----- ------ ------ ------
$ 499 $ 728 $1,898 $1,306 $1,442
===== ===== ====== ====== ======
The Company's contract with Stanislaus County, which expires December 31,
1996, is currently under negotiation for renewal. There is no assurance that
the contract will be renewed, or if renewed, the terms will be substantially
the same as the current contract.
7. RELATED PARTY TRANSACTIONS
As discussed in Note 4, the Company had promissory notes to shareholders in
the amount of $615,000 and $415,000 at December 31, 1994 and 1995,
respectively. Interest of $54,000, $67,000 and $69,000 was paid on these notes
for the years ended December 31, 1993, 1994 and 1995, respectively and $52,000
and $34,000 for the nine months ended September 30, 1995 and 1996,
respectively.
The Company had a note receivable from an officer in the amount of $92,000
at December 31, 1994. This note was repaid in 1995. Interest of $6,000,
$12,000 and $1,000 was paid on this note in 1993, 1994 and 1995, respectively.
8. CREDIT RISK
At December 31, 1994 and 1995 and September 30, 1996, the Company had seven,
six and one bank account, respectively, in financial institutions in the
aggregate amount of $21,000, $25,000 and $133,000, respectively, which
exceeded Federal Deposit Insurance Corporation limits. Management believes
credit risk relating to these deposits is minimal.
F-59
CASH-N-DASH CHECK CASHING, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)
9. SUBSEQUENT EVENT
On October 22, 1996, the Company entered into an agreement to sell
substantially all of the assets of the Company. The sale is expected to be
completed in the last quarter of 1996. The aggregate sale price will be
approximately $7,250,000.
In connection with the sale discussed above, the acquirer issued, in
November 1996, $110,000,000 10 7/8% senior notes due 2006 in a private
placement. The acquirer is in the process of exchanging the senior notes for
Series A senior notes due 2006 which are being registered under the Securities
Act of 1933, as amended. The payment obligations under the new as well as the
old notes are jointly and severally guaranteed, on a full and unconditional
basis, by the acquirer's domestic subsidiaries, which include a subsidiary
which acquired the assets and operations of the Company. As a result, the
Company's assets and operations will be included in the columnar presentation
as "guarantor subsidiaries" on a combined basis in the acquirer's condensed
consolidating presentation in future periodic reports.
F-60
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors ABC Check Cashing, Inc.
We have audited the accompanying balance sheets of ABC Check Cashing, Inc.
(an S Corporation) as of December 31, 1995 and 1994, and the related
statements of earnings and retained earnings, and cash flows for each of the
three years in the period ended December 31, 1995. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of ABC Check Cashing, Inc. as
of December 31, 1995 and 1994, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.
/s/ William Proper & Company
Beachwood, Ohio
March 17, 1996
F-61
ABC CHECK CASHING, INC.
BALANCE SHEETS
DECEMBER 31,
---------------------- JUNE 30,
1994 1995 1996
---------- ---------- -----------
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash..................................... $3,590,667 $3,099,302 $3,590,909
Accounts receivable
Fee and commission..................... 53,428 100,745 28,123
Other.................................. 10,293 33,749 4,388
Inventories.............................. 139,130 146,352 220,481
Prepaid expenses......................... 125,659 188,492 112,294
---------- ---------- ----------
Total current assets................... 3,919,177 3,568,640 3,956,195
PROPERTY AND EQUIPMENT--AT COST
Furniture and equipment.................. 745,008 850,458 854,425
Leasehold improvements................... 878,733 949,301 961,188
Automobiles.............................. 53,238 36,616 36,616
---------- ---------- ----------
1,676,979 1,836,375 1,852,229
Accumulated depreciation and
amortization............................ (757,964) (912,856) (1,009,480)
---------- ---------- ----------
919,015 923,519 842,749
OTHER ASSETS............................... 24,682 26,121 26,121
---------- ---------- ----------
$4,862,874 $4,518,280 $4,825,065
========== ========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Notes payable--bank...................... $2,200,000 $1,600,000 $1,600,000
Current portion of long-term debt........ 150,722 133,692 87,508
Accounts payable and accrued expenses.... 271,633 272,393 468,578
Unremitted funds......................... 681,688 1,227,427 1,206,824
---------- ---------- ----------
Total current liabilities.............. 3,304,043 3,233,512 3,362,910
LONG-TERM DEBT, net of current portion..... 250,340 116,656 87,469
STOCKHOLDER'S EQUITY
Common Stock, $5 par value, 500 shares
authorized, 100 issued and outstanding.. 500 500 500
Additional paid-in-capital............... 140,000 140,000 140,000
Retained earnings........................ 1,167,991 1,027,612 1,234,186
---------- ---------- ----------
1,308,491 1,168,112 1,374,686
---------- ---------- ----------
$4,862,874 $4,518,280 $4,825,065
========== ========== ==========
The accompanying notes are an integral part of these statements.
F-62
ABC CHECK CASHING, INC.
STATEMENTS OF EARNINGS AND RETAINED EARNINGS
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------- -----------------------
1993 1994 1995 1995 1996
---------- ---------- ---------- ----------- -----------
(UNAUDITED) (UNAUDITED)
Fees and commissions.... $4,013,521 $4,432,934 $4,755,112 $2,376,381 $2,636,889
Operating expenses...... $3,914,466 4,366,381 4,743,586 2,211,103 2,430,315
---------- ---------- ---------- ---------- ----------
Earnings before income
taxes................ 99,055 66,553 11,526 165,278 206,574
Income taxes............ -- (5,045) (2,000) -- --
---------- ---------- ---------- ---------- ----------
NET EARNINGS........ 99,055 61,508 9,526 165,278 206,574
Retained earnings,
beginning of year...... 1,052,070 1,111,125 1,167,991 1,167,991 1,027,612
Subchapter S
distributions.......... (40,000) (4,642) (149,905) -- --
---------- ---------- ---------- ---------- ----------
Retained earnings, end
of year................ $1,111,125 $1,167,991 $1,027,612 $1,333,269 $1,234,186
========== ========== ========== ========== ==========
The accompanying notes are an integral part of these statements.
F-63
ABC CHECK CASHING, INC.
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------- ----------------------
1993 1994 1995 1995 1996
---------- ---------- ---------- ---------- ----------
(UNAUDITED)
Cash flows from
operating activities:
Net earnings......... $ 99,055 $ 61,508 $ 9,526 $ 165,278 $ 206,574
Adjustments to
reconcile net
earnings to net cash
(used in) provided
by operating
activities:
(Gain) loss on
disposal of
property and
equipment......... 16,576 8,194 81 -- --
Depreciation and
amortization...... 123,176 168,856 154,892 72,834 96,624
Changes in assets
and liabilities:
(Increase) decrease
in accounts
receivable........ (182,212) 232,309 (70,773) (489,633) 101,983
(Increase) decrease
in inventories.... (71,670) 43,004 (7,222) 30,349 (74,129)
(Increase) decrease
in prepaid
expenses and other
assets............ (37,537) 38,544 (62,833) 42,891 76,198
(Decrease) increase
in accounts
payable and
accrued expenses.. (41,205) 46,848 (760) 78,488 196,185
Increase (decrease)
in unremitted
funds............. 17,779 146,777 545,739 (323,825) (20,603)
---------- ---------- ---------- ---------- ----------
Net cash (used in)
provided by
operating
activities.......... (76,038) 746,040 568,650 (423,618) 582,832
---------- ---------- ---------- ---------- ----------
Cash flows from
investing activities:
Purchase of property
and equipment....... (295,056) 188,608 (159,396) (85,535) (15,854)
Net (decrease)
increase in other
assets.............. (18,050) 827 -- -- --
---------- ---------- ---------- ---------- ----------
Net cash (used in)
provided by
investing
activities........ (313,106) (187,781) (159,396) (85,535) (15,854)
---------- ---------- ---------- ---------- ----------
Cash flows from
financing activities:
Net (decrease)
increase in notes
payable--bank....... (835,000) 725,000 (600,000) (100,000) --
Proceeds from long-
term debt........... 350,000 -- -- -- --
Payments of long-term
debt................ (108,389) (160,745) (150,714) (75,362) (75,371)
Subchapter S
distributions....... (40,000) (4,642) (149,905) -- --
---------- ---------- ---------- ---------- ----------
Net cash (used in)
provided by
financing
activities........ (633,389) 559,613 (900,619) (175,362) (75,371)
---------- ---------- ---------- ---------- ----------
NET (DECREASE)
INCREASE IN
CASH............ (1,022,533) 1,117,872 (491,365) (684,515) 491,607
Cash at beginning of
year.................. 3,495,328 2,472,795 3,590,667 3,590,667 3,099,302
---------- ---------- ---------- ---------- ----------
Cash at end of year.... $2,472,795 $3,590,667 $3,099,302 $2,906,152 $3,590,909
========== ========== ========== ========== ==========
The accompanying notes are an integral part of these statements.
F-64
ABC CHECK CASHING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
(UNAUDITED WITH RESPECT TO JUNE 30, 1995 AND 1996)
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation
of the accompanying financial statements follows.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Business Activity
ABC Check Cashing, Inc. (the "Company") operates thirteen check-cashing
stores. Stores cash third-party checks, sell bus passes and tickets, money
orders, stamps, and lottery tickets, as well as accept payment of utility
bills and are authorized Western Union agents.
Cash
Cash includes cash on deposit with a bank in the amount of $2,064,755 at
December 31, 1995. This bank maintains federal deposit insurance to cover only
up to $100,000 of deposits of the Company. The remaining cash on deposit is
not insured.
Cash consisted of the following at:
JUNE 30,
DECEMBER 31, 1996
--------------------- -----------
1994 1995
---------- ---------- (UNAUDITED)
Cash on hand................................. $ 755,792 $ 934,197 $1,611,045
Cash--banks.................................. 2,834,875 2,064,755 1,431,864
Cash--delivery company....................... -- 100,350 548,000
---------- ---------- ----------
$3,590,667 $3,099,302 $3,590,909
========== ========== ==========
Inventories
Inventories consist of unsold lottery tickets and bus passes. Both lottery
tickets and bus passes are stated at purchase price and are accounted for
using a specific identification method.
Inventories consisted of the following at:
JUNE 30,
DECEMBER 31, 1996
----------------- -----------
1994 1995
-------- -------- (UNAUDITED)
Lottery Tickets................................... $102,917 $100,944 $175,027
Bus Passes........................................ 36,213 45,408 45,454
-------- -------- --------
$139,130 $146,352 $220,481
======== ======== ========
Property and Equipment
Depreciation is provided for in amounts sufficient to relate the cost of
depreciable assets to operations over their estimated service lives. Modified
accelerated methods of depreciation are followed for substantially all
depreciable assets for financial and tax reporting purposes. For financial
reporting, leasehold improvements are
F-65
ABC CHECK CASHING, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO JUNE 30, 1995 AND 1996)
amortized over the lives of the respective leases or the service lives of the
improvements, whichever is shorter, for tax purposes, leaseholds are amortized
over 31 of 39 years.
Unremitted Funds
During the normal course of business, the Company collects money as an agent
of utility companies, the Regional Transit Authority, the Ohio Lottery
Commission, Western Union, and Mid America Express money order company. These
funds are transmitted to the appropriate entities on a regular and current
basis.
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
----------------- -----------------
1994 1995 1995 1996
-------- -------- -------- --------
Interest.............................. $107,253 $145,839 $75,542 $60,283
Income taxes.......................... 589 4,317 -- --
Returned Checks
The Company charges operations for potential losses on returned checks in
the period such checks are returned, since ultimate collection of these items
is uncertain. Recovery on returned checks are credited in the period when the
recovery is received. The net expense for bad checks included in operating
expenses in the accompanying statements of earnings and retained earnings was
$91,000, $91,000 and $127,000 for the years ended December 31, 1993, 1994 and
1995, respectively, and $73,000 and $64,000 for the six months ended June 30,
1995 and 1996, respectively.
NOTE B--NOTES PAYABLE--BANK
The Company has a $1,600,000 revolving note with a bank. The note bears
interest at one percent over the base rate of the bank, 9.50% at December 31,
1995. The note is due May 31, 1996. This note is secured by substantially all
of the assets of the Company and certain life insurance policies on the life
of the shareholder.
The Company also has a $1,000,000 demand note with a bank. The demand note
bears interest at the bank's base lending rate, 8.50% at December 31, 1995.
The note is due May 31, 1996.
NOTE C--LONG-TERM DEBT
Long-term debt consists of the following as of:
DECEMBER 31,
----------------- JUNE 30,
1994 1995 1996
-------- -------- -----------
(UNAUDITED)
A Term note payable--bank......................... $256,656 $186,656 $151,644
B Term note payable--bank......................... 128,333 58,333 23,333
C Term note payable--bank......................... 16,073 5,359 --
-------- -------- --------
401,062 250,348 174,977
Less current portion............................ 150,722 133,692 87,508
-------- -------- --------
$250,340 $116,656 $ 87,469
======== ======== ========
- --------
A The $350,000 Term note is due in 60 monthly installments of $5,834 through
September 1998, plus interest at the bank's base rate, 8.50% as of December
31, 1995. The note is cross collaterized with the $1,600,000 revolving
note.
F-66
ABC CHECK CASHING, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO JUNE 30, 1995 AND 1996)
B The $350,000 Term note is due in 60 monthly installments of $5,833 through
October 1996, plus interest at 1.5% in excess of the bank's base lending
rate, 10.00% as of December 31, 1995. The note is subject to certain
covenants including restrictions on debt, dividends, and maintaining
certain levels of net worth. The note is collaterized by certain property
and equipment of the Company.
C The $75,000 Term note is due in 84 monthly installments of $893 through
June 1996, plus interest at 1% in excess of the bank's base lending rate,
9.50% at December 31, 1995. The loan is collateralized by certain property
and equipment of the Company.
The following is a schedule of maturities for all long-term debt:
YEAR ENDED DECEMBER 31,
-----------------------
1996............................................................... $133,692
1997............................................................... 70,000
1998............................................................... 46,656
--------
$250,348
========
NOTE D--COMMITMENTS AND CONTINGENCIES
Leases
The Company leases all of its operating locations and the administrative
offices. Several of the leases are with the shareholder of the Company or a
member of his family. All related party leases are on a month to month basis.
The following is a schedule of net minimum lease payments due on non-related
party leases:
YEAR ENDED DECEMBER 31,
-----------------------
1996............................................................... $171,535
1997............................................................... 164,459
1998............................................................... 132,631
1999............................................................... 109,993
Thereafter......................................................... 144,890
--------
$723,508
========
Third party leases expire at various dates through August, 2003.
The amount paid to the shareholder and his family for locations owned by
them totaled $225,504, $224,565 and $225,600 for the years ended December 31,
1993, 1994 and 1995, respectively, and $112,800 and $113,000 for the six
months ended June 30, 1995 and 1996, respectively.
Rent expense totaled $329,431, $359,681 and $376,625 for the years ended
December 31, 1993, 1994 and 1995, respectively, and $183,308 and $212,948 for
the six months ended June 30, 1995 and 1996, respectively.
F-67
ABC CHECK CASHING, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO JUNE 30, 1995 AND 1996)
NOTE E--INCOME TAXES
The Company prepares its financial statements on the accrual basis but uses
the cash basis for income tax purposes.
The Company elected S Corporation status effective January 1, 1987; and
therefore, federal and state taxes are the responsibility of the shareholder.
NOTE F--PENSION AND PROFIT SHARING PLANS
During 1992, the Company froze all benefit accruals under the Defined
Benefit Pension Plan (DBPP), in addition, participation was also frozen as of
that date. Under this action all current participants became 100% vested in
their accrued benefits under the plan.
The sole shareholder has agreed to forfeit his portion of benefits to the
extent that the plan is underfunded at the termination of the plan. Therefore,
no liability has been recorded relating to this difference at December 31,
1995.
Any future minimum benefit accruals required of the DBPP during the period
in which it constitutes a top heavy defined benefit plan shall be offset by
benefits provided by the new Employees Profit Sharing Plan and Trust (EPSPT).
Pension expense was $68,810, $67,744 and $46,090 in 1993, 1994 and 1995,
respectively, and $0 for the six months ended June 30, 1995 and 1996. During
1992, the Company established the EPSPT pursuant to the provisions of Section
401(A) of the Internal Revenue Code. The sole shareholder of the Company is
the trustee of the plan.
The plan covers all eligible employees of the Company. The annual
contributions are made at the discretion of the Board of Directors. Profit
sharing expense was $60,625, $72,771 and $71,056 for 1993, 1994 and 1995,
respectively, and $0 for the six months ended June 30, 1995 and 1996.
NOTE G--SUBSEQUENT EVENT (UNAUDITED)
On August 28, 1996, the shareholder's sold substantially all of the assets
of the Company. The aggregate sale price was approximately $6,000,000.
In connection with the sale discussed above, the acquirer issued, in
November 1996, $110,000,000 10 7/8% senior notes due 2006 in a private
placement. The acquirer is in the process of exchanging the senior notes for
Series A senior notes due 2006 which are being registered under the Securities
Act of 1933, as amended. The payment obligations under the new as well as the
old notes are jointly and severally guaranteed, on a full and unconditional
basis, by the acquirer's domestic subsidiaries, which include a subsidiary
which acquired the assets and operations of the Company. As a result, the
Company's assets and operations will be included in the columnar presentation
as "guarantor subsidiaries" on a combined basis in the acquirer's condensed
consolidating presentation in future periodic reports.
F-68
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIR-
CUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AF-
FAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECU-
RITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECU-
RITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
------------------
TABLE OF CONTENTS
PAGE
----
Prospectus Summary....................................................... 1
Risk Factors............................................................. 13
Capitalization........................................................... 20
Selected Historical Financial Data....................................... 21
Unaudited Condensed Combined Pro Forma Financial Statements.............. 24
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 31
Business................................................................. 40
Management............................................................... 55
Principal Shareholders................................................... 59
Certain Relationships and Related Transactions........................... 60
The Exchange Offer....................................................... 62
Description of Notes..................................................... 69
Description of Certain Other Indebtedness................................ 89
Certain U.S. Federal Income Tax Consequences............................. 91
Plan of Distribution..................................................... 95
Legal Matters............................................................ 95
Experts.................................................................. 95
Index to Financial Statements............................................ F-1
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
$110,000,000
DOLLAR FINANCIAL GROUP, INC.
10 7/8% SERIES A SENIOR NOTES
DUE 2006
------------------
PROSPECTUS
------------------
March 11, 1997
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