<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 2000.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT 1934
FOR THE TRANSITION PERIOD FROM TO
------------ --------------
COMMISSION FILE NUMBER: 001-11815
CENTRAL FINANCIAL ACCEPTANCE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4574983
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5480 EAST FERGUSON DRIVE
COMMERCE, CALIFORNIA 90022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (323) 720-8600
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Number of shares outstanding of the Registrant's Common Stock, as of August 14,
2000: 7,166,000
<PAGE> 2
CENTRAL FINANCIAL ACCEPTANCE CORPORATION AND SUBSIDIARIES
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page No.
-------------------------------------------------------------------------------------------------------------------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets at June 30, 2000 and December 31, 1999................. 3
Condensed Consolidated Statements of Income for the Three and Six Months Ended
June 30, 2000 and 1999....................................................................... 4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2000 and 1999....................................................................... 5
Notes to Condensed Consolidated Financial Statements......................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........ 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................... 15
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K...............................................................16
Signatures.......................................................................................................17
</TABLE>
2
<PAGE> 3
PART 1. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CENTRAL FINANCIAL ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Cash ...................................................... $ 4,620,000 $ 5,280,000
Prepaid expenses and other current assets ................. 515,000 412,000
Note receivable from affiliate, net ....................... -- 889,000
Income taxes receivable, net .............................. 1,982,000 1,285,000
Property and equipment, net ............................... 5,730,000 4,939,000
Intangible assets, net .................................... 10,683,000 10,925,000
Net assets of discontinued operations ..................... 52,963,000 52,963,000
------------ ------------
TOTAL ASSETS ........................................... $ 76,493,000 $ 76,693,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued expenses and other current liabilities ............ $ 3,822,000 $ 3,991,000
Note payable to affiliate, net ............................ 1,034,000 --
Deferred taxes ............................................ 627,000 627,000
------------ ------------
Total liabilities ...................................... 5,483,000 4,618,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value, 5,000,000
shares authorized; no shares outstanding ............... -- --
Non-voting common stock, $.01 par value, 3,000,000
shares authorized; no shares outstanding ............... -- --
Common stock, $.01 par value, 20,000,000 shares authorized;
7,166,000 and 7,177,000 shares issued in 2000 and 1999, 73,000 73,000
respectively
Paid-in capital ........................................... 47,903,000 47,903,000
Retained earnings ......................................... 23,787,000 24,805,000
------------ ------------
71,763,000 72,781,000
Less treasury stock at cost (1) ........................... (753,000) (706,000)
------------ ------------
Total stockholders' equity ................................. 71,010,000 72,075,000
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY .............. $ 76,493,000 $ 76,693,000
============ ============
</TABLE>
(1) Represents 111,000 and 100,000 treasury shares at June 30, 2000 and
December 31, 1999, respectively.
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE> 4
CENTRAL FINANCIAL ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues, net ....................................... $ 3,661,000 $ 3,432,000 $ 6,983,000 $ 5,675,000
Costs and Expenses
Selling and administrative expenses ................. 3,059,000 2,493,000 6,097,000 4,279,000
Advertising ......................................... 244,000 145,000 1,060,000 225,000
Occupancy costs ..................................... 589,000 489,000 1,178,000 868,000
Depreciation and amortization ....................... 189,000 137,000 344,000 241,000
----------- ----------- ----------- -----------
Total costs and expenses ......................... 4,081,000 3,264,000 8,679,000 5,613,000
----------- ----------- ----------- -----------
Pretax income (loss) from continuing operations ..... (420,000) 168,000 (1,696,000) 62,000
Provision (benefit) for income taxes ................ (168,000) 67,000 (678,000) 25,000
----------- ----------- ----------- -----------
Income (loss) from continuing operations ............ (252,000) 101,000 (1,018,000) 37,000
Discontinued Operations
Income from operations of discontinued
operations, net of applicable taxes (1) ........ -- 1,256,000 -- 2,674,000
----------- ----------- ----------- -----------
Net income (loss) ................................... $ (252,000) $ 1,357,000 $(1,018,000) $ 2,711,000
=========== =========== =========== ===========
Per Share Data: (Note 4)
Per Common share - Basic:
Income (loss) from continuing operations ............ $ (0.04) $ 0.01 $ (0.14) $ 0.01
Income from discontinued operations, net of taxes (1) 0.18 -- 0.36
----------- ----------- ----------- -----------
Net income (loss) ................................... $ (0.04) $ 0.19 $ (0.14) $ 0.37
=========== =========== =========== ===========
Weighted average common shares outstanding .......... 7,172,000 7,277,000 7,174,000 7,277,000
Per Common share - Diluted:
Income (loss) from continuing operations ............ $ (0.04) $ 0.01 $ (0.14) $ 0.01
Income from discontinued operations, net of taxes (1) -- 0.18 -- 0.36
----------- ----------- ----------- -----------
Net income (loss) ................................... $ (0.04) $ 0.19 $ (0.14) $ 0.37
=========== =========== =========== ===========
Weighted average diluted common shares outstanding .. 7,172,000 7,277,000 7,174,000 7,277,000
</TABLE>
(1) Taxes applicable to discontinued operations in the three and six months
ended June 30, 1999 were $837,000 and $1,782,000, respectively.
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE> 5
CENTRAL FINANCIAL ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
---------------------------
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) ............................... $(1,018,000) $ 2,711,000
Less: Income from discontinued operations ... -- (2,674,000)
----------- -----------
Income (loss) from continuing operations ..... (1,018,000) 37,000
Adjustments to reconcile income (loss)
from continuing operations to net cash
provided by operating activities:
Depreciation and amortization ................ 344,000 241,000
Changes in assets and liabilities:
Prepaid expenses and other current assets .... (103,000) (1,663,000)
Accrued expenses and other current liabilities (169,000) 2,218,000
Note receivable from/payable to affiliate .... 1,923,000 2,185,000
Income taxes receivable ...................... (697,000) 2,007,000
----------- -----------
Net cash provided by operating
activities of continuing operations 280,000 5,025,000
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures, net ....................... (893,000) (343,000)
Acquisitions .................................... -- (2,466,000)
----------- -----------
Net cash used in investing
activities of continuing operations (893,000) (2,809,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock ...................... (47,000) --
----------- -----------
Net cash used in financing
activities of continuing operations (47,000) --
----------- -----------
NET CASH USED IN DISCONTINUED OPERATIONS .............. -- (4,910,000)
----------- -----------
NET DECREASE IN CASH .................................. (660,000) (2,694,000)
CASH, BEGINNING OF PERIOD.............................. 5,280,000 8,295,000
----------- -----------
CASH, END OF PERIOD ................................... $ 4,620,000 $ 5,601,000
=========== ===========
CASH PAID DURING THE PERIOD FOR
INTEREST ............................... $ 1,919,000 $ 2,086,000
INCOME TAXES ........................... $ 14,000 $ 800,000
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
<PAGE> 6
CENTRAL FINANCIAL ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS
The accompanying Condensed Consolidated Financial Statements of Central
Financial Acceptance Corporation ("CFAC" or the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting of only normal
recurring adjustments, considered necessary for a fair presentation of the
Company's financial condition and operating results for the interim periods
presented herein have been included. Operating results for the periods ended
June 30, 2000 are not necessarily indicative of the results that may be expected
for any subsequent period or for the year ended December 31, 2000. These interim
financial statements should be read in conjunction with the Annual Report filed
on Form 10-K for the year ended December 31, 1999, as amended by Form 10-K/A
filed with the Securities and Exchange Commission on April 26, 2000 and the
audited financial statements and notes contained therein.
CFAC is a majority owned subsidiary of West Coast Private Equity Partners
("West Coast"). Banner Central Electric, Inc. ("Banner"), which is also wholly
owned by West Coast, is a consumer products retailer that provides its customers
with financing for the merchandise it sells.
Nature of Operations - The Company primarily provides discount travel
services, including airline tickets and other travel products to the leisure
traveler. The travel product offerings are available primarily through the
Company's retail stores in California, Arizona, Illinois, Nevada and Texas. In
July 1999, the Company broadened its ticket distribution by (1) opening a
toll-free telephone reservation and customer service center and (2) offering
airline ticket prices over the Internet at "www.4GreatFares.com" and
"www.VuelaBarato.com." The Company's reservation center and customer service
center are located at the Company's corporate headquarters.
Discontinued Operations - On December 1, 1999, the Company announced that
its Board of Directors had approved a plan to discontinue its consumer finance
business in order to focus its efforts on its Internet and travel business (see
Note 3). Accordingly, the consumer finance business has been classified as
discontinued operations in the Condensed Consolidated Financial Statements for
all periods presented.
The discontinued operations include (1) the purchase and servicing of
consumer finance receivables generated by the Company's customers for purchases
of high quality brand name consumer products, appliances and furniture sold by
Banner, and by independent retailers; (2) providing small unsecured loans to its
customers; (3) originating and servicing consumer finance receivables generated
by the Company's customers for purchases of airline tickets; (4) providing
insurance products and insurance premium financing for its customers; (5)
providing financing for purchases of used automobiles sold by Banner through May
30, 1997 and by third parties; (6) providing income tax preparation services
through December 31, 1999; (7) providing check cashing services and mortgage
loan financing for its customers; and (8) the purchasing of consumer product
inventory which it holds under a consignment arrangement until sold by Banner.
Substantially all of the Company's discontinued operations are focused in
Southern California.
Use of Estimates - The preparation of financial statements, in conformity
with accounting principles generally accepted in the United States, requires
management to make estimates and assumptions. Such estimates and assumptions
effect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
6
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CENTRAL FINANCIAL ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Reclassifications - Certain reclassifications have been made to previously
reported amounts to conform to the current year presentation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
See Note 2 of Notes to the Consolidated Financial Statements in the
Company's Annual Report filed on Form 10-K for the year ended December 31, 1999,
as amended, for a summary of significant accounting principles.
3. DISCONTINUED OPERATIONS
On December 1, 1999, the Company announced that its Board of Directors had
approved a plan to discontinue its consumer finance business in order to focus
its efforts on its Internet and travel business. Management anticipates that the
sale or eventual wind-down of the consumer finance business will be completed by
the end of 2000.
In accordance with Accounting Principles Board Opinion ("APB") No. 30,
"Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions," the Company has presented its consumer finance
business as a discontinued operation for all periods presented.
Accordingly, the revenues, costs and expenses, assets and liabilities, and
cash flows of these discontinued operations have been excluded from the
respective captions in the Condensed Consolidated Financial Statements and have
been presented in the Condensed Consolidated Statements of Income as "Income
from operations of discontinued operations, net of applicable taxes," in the
Condensed Consolidated Balance Sheets as "Net assets of discontinued
operations," and in the Condensed Consolidated Statements of Cash Flows as "Net
cash used in discontinued operations," for all periods presented.
Management believes that net assets of discontinued operations represents a
reasonable estimate of the net realizable value of such businesses. This
estimate is subject to change based on market conditions, interest rates and
other factors that could cause the ultimate amount to be significantly
different.
4. EARNINGS PER SHARE
The following table presents a reconciliation of basic earnings per share
and diluted earnings per share. Options to purchase 730,000 shares of common
stock at prices ranging from $5.00 to $12.00 per share were outstanding at June
30, 2000. Options to purchase 673,000 shares of common stock at prices ranging
from $5.00 to $12.00 per share were outstanding at June 30, 1999. No options
were included in the computation of diluted earnings per share in the three or
six months ended June 30, 2000 and 1999 because the effect would be
anti-dilutive.
7
<PAGE> 8
CENTRAL FINANCIAL ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
Three Months Ended June 30,
----------------------------------------------------------
2000 1999
--------------------------- --------------------------
Basic Diluted Basic Diluted
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Numerator
Net income (loss) from continuing operations . $ (252,000) $ (252,000) $ 101,000 $ 101,000
Income from discontinued operations .......... -- -- 1,256,000 1,256,000
----------- ----------- ----------- -----------
$ (252,000) $ (252,000) $ 1,357,000 $ 1,357,000
=========== =========== =========== ===========
Denominator
Weighted average shares outstanding .......... 7,172,000 7,172,000 7,277,000 7,277,000
Shares assumed issued on
exercise of dilutive share equivalents -- -- -- --
----------- ----------- ----------- -----------
Weighted average shares outstanding ........ 7,172,000 7,172,000 7,277,000 7,277,000
----------- ----------- ----------- -----------
Basic and diluted earnings (loss) per share
Net income (loss) from continuing operations . $ (0.04) $ (0.04) $ 0.01 $ 0.01
Income from discontinued operations .......... -- -- 0.18 0.18
----------- ----------- ----------- -----------
Earnings (loss) per share .................. $ (0.04) $ (0.04) $ 0.19 $ 0.19
=========== =========== =========== ===========
Six Months Ended June 30,
----------------------------------------------------------
2000 1999
--------------------------- --------------------------
Basic Diluted Basic Diluted
----------- ----------- ----------- -----------
Numerator
Net income (loss) from continuing operations . $(1,018,000) $(1,018,000) $ 37,000 $ 37,000
Income from discontinued operations .......... -- -- 2,674,000 2,674,000
----------- ----------- ----------- -----------
$(1,018,000) $(1,018,000) $ 2,711,000 $ 2,711,000
=========== =========== =========== ===========
Denominator
Weighted average shares outstanding .......... 7,174,000 7,174,000 7,277,000 7,277,000
Shares assumed issued on
exercise of dilutive share equivalents -- -- -- --
----------- ----------- ----------- -----------
Weighted average shares outstanding ........ 7,174,000 7,174,000 7,277,000 7,277,000
----------- ----------- ----------- -----------
Basic and diluted earnings (loss) per share
Net income (loss) from continuing operations . $ (0.14) $ (0.14) $ 0.01 $ 0.01
Income from discontinued operations .......... -- -- 0.36 0.36
----------- ----------- ----------- -----------
Earnings (loss) per share .................. $ (0.14) $ (0.14) $ 0.37 $ 0.37
=========== =========== =========== ===========
</TABLE>
8
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CENTRAL FINANCIAL ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
5. ACQUISITIONS
During 1999, the Company completed the acquisition of the retail operations
of 24 leased PanAmericana Travel Systems travel stores located primarily in
Southern California, 10 leased TurAmerica Travel Systems stores located in
Central California and 4 leased travel locations from Viajes Latinos Travel
located in the Dallas/Ft. Worth area for an aggregate purchase price of
approximately $5.0 million. The purchase price was allocated to the net assets
acquired based upon their estimated fair values and resulted in approximately
$4.6 million of goodwill and $0.4 million of non-compete agreements.
These acquisitions were accounted for as purchases and the results of their
operations have been included since the applicable acquisition dates.
6. RELATED PARTY TRANSACTIONS
The financial services segment of the discontinued operations has provided
financing to customers purchasing airline tickets from the Company's travel
business. Such tickets financed during the three and six months ended June 30,
2000 were $2.5 million and $4.7 million, respectively. Such tickets financed
during the three and six months ended June 30, 1999 were $2.5 million and $4.5
million, respectively.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain matters discussed in this Quarterly Report on Form 10-Q may
constitute forward-looking statements under Section 27A of the Securities Act of
1933, as amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). These statements may
involve risks and uncertainties. These forward-looking statements relate to,
among other things, expectations of the business environment in which Central
Financial Acceptance Corporation and its subsidiaries (the "Company" which may
be referred to as "we" or "us," when referring only to the parent company)
operate in, projections of future performance, perceived opportunities in the
market and statements regarding our mission and vision. Our actual results,
performance, or achievements may differ significantly from the results,
performance, or achievements expressed or implied in such forward-looking
statements. For discussion of the factors that might cause such a difference,
see "Item 1. Business -- Business Considerations and Certain Factors that May
Affect Future Results of Operations and Stock Price" contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999, as amended.
The following tables summarize the results of operations of the Company for
the three and six months ended June 30, 2000 and 1999:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues, net ................................. $ 3,661,000 $ 3,432,000 $ 6,983,000 $ 5,675,000
Costs and Expenses
Selling and administrative expenses ........... 3,059,000 2,493,000 6,097,000 4,279,000
Advertising ................................... 244,000 145,000 1,060,000 225,000
Occupancy costs ............................... 589,000 489,000 1,178,000 868,000
Depreciation and amortization ................. 189,000 137,000 344,000 241,000
----------- ----------- ----------- -----------
Total costs and expenses ................... 4,081,000 3,264,000 8,679,000 5,613,000
----------- ----------- ----------- -----------
Pretax income (loss) from continuing operations (420,000) 168,000 (1,696,000) 62,000
Provision (benefit) for income taxes .......... (168,000) 67,000 (678,000) 25,000
----------- ----------- ----------- -----------
Income (loss) from continuing operations ...... (252,000) 101,000 (1,018,000) 37,000
Discontinued Operations
Income from operations of discontinued
operations, net of applicable taxes ...... -- 1,256,000 -- 2,674,000
----------- ----------- ----------- -----------
Net income (loss) ............................. $ (252,000) $ 1,357,000 $(1,018,000) $ 2,711,000
=========== =========== =========== ===========
</TABLE>
10
<PAGE> 11
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------- --------------------
2000 1999 2000 1999
----- ----- ------ -----
<S> <C> <C> <C> <C>
Revenues, net ................................. 100.0% 100.0% 100.0% 100.0%
Costs and Expenses
Selling and administrative expenses ........... 83.5% 72.6% 87.3% 75.4%
Advertising ................................... 6.7% 4.2% 15.2% 4.0%
Occupancy costs ............................... 16.1% 14.3% 16.9% 15.3%
Depreciation and amortization ................. 5.2% 4.0% 4.9% 4.2%
----- ----- ------ -----
Total costs and expenses ................... 111.5% 95.1% 124.3% 98.9%
----- ----- ------ -----
Pretax income (loss) from continuing operations -11.5% 4.9% -24.3% 1.1%
Provision (benefit) for income taxes .......... -4.6% 2.0% -9.7% 0.4%
----- ----- ------ -----
Income (loss) from continuing operations ...... -6.9% 2.9% -14.6% 0.7%
Discontinued Operations
Income from operations of discontinued
operations, net of applicable taxes ...... -- 36.6% -- 47.1%
----- ----- ------ -----
Net income (loss) ............................. -6.9% 39.5% -14.6% 47.8%
===== ===== ====== =====
</TABLE>
THREE MONTHS ENDED JUNE 30, 2000 COMPARED WITH THE RESULTS OF OPERATIONS FOR THE
THREE MONTHS ENDED JUNE 30, 1999.
NET REVENUES
Net revenues for the three months ended June 30, 2000 from travel stores,
wholesale operations, and Internet and call center operations were $3.4 million,
$0.2 million, and $0.1 million as compared to $3.2 million, $0.2 million, and
$0.0 for the three months ended June 30, 1999, respectively.
Net revenues from travel stores for the three months ended June 30, 2000
increased $0.2 million, or 5.6%, to $3.4 million from $3.2 million for the same
period in 1999. The increase in net revenues in the three months ended June 30,
2000 was primarily due to to an increase in service charges and an increase in
net revenues from the operation of 14 travel stores in 2000 that were acquired
in the third and fourth quarter of 1999. The commission rate earned on airline
tickets sold at the Company's retail stores in 2000 decreased to 9.7% from 10.0%
in 1999. The decrease in commission rate was primarily the result of a decrease
in override commissions for the three months ended June 30, 2000 as compared to
the same period in 1999.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses for the three months ended June 30,
2000 increased $0.6 million, or 22.7% to $3.1 million from $2.5 million for the
same period in 1999. Of this $0.6 million increase, $0.3 million reflected the
increase in selling and administrative expenses from the operation of 14 travel
stores in 2000 that were acquired in the third and fourth quarters of 1999. The
remaining increase of $0.3 million is primarily the result of an increase in
Internet and call center operating expenses which commenced operation in July
1999. Selling and administrative expenses as a percentage of net revenues
increased to 83.5% in the three months ended June 30, 2000 from 72.6% in the
three months ended June 30, 1999.
ADVERTISING
Advertising expenses for the three months ended June 30, 2000 increased
$0.1 million, or 68.3% to $0.2 million from $0.1 million for the same period in
1999. The increase in advertising expenses in the three months ended June 30,
2000 was primarily due to an advertising campaign launched by the Company to
increase the brand awareness of the Company's Internet websites
"VuelaBarato.com" and "4GreatFares.com." Advertising expenses as a percentage
11
<PAGE> 12
of net revenues increased to 6.7% in the three months ended June 30, 2000 from
4.2% in the three months ended June 30, 1999.
OCCUPANCY COSTS
The Company's occupancy costs includes costs such as rental expense, common
area maintenance, insurance, and property and real estate taxes for the
Company's travel stores.
Occupancy costs for the three months ended June 30, 2000 increased $0.1
million, or 20.4% to $0.6 million from $0.5 for the same period in 1999. The
increase in occupancy costs in the three months ended June 30, 2000 was
primarily due to the acquisition of 14 travel stores in the third and fourth
quarter of 1999. Occupancy costs as a percentage of net revenues increased to
16.1% in the three months ended June 30, 2000 from 14.3% in the three months
ended June 30, 1999.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expenses for the three months ended June 30,
2000 increased $0.1 million, or 38.0% to $0.2 million from $0.1 million for the
same period in 1999. The increase in depreciation and amortization expenses was
primarily the result of an increase in depreciation and goodwill amortization
expense from the acquisition of 14 travel stores in the third and fourth quarter
of 1999. Depreciation and amortization expenses as a percentage of net revenues
increased to 5.2% in the three months ended June 30, 2000 from 4.0% in the three
months ended June 30, 1999.
INCOME (LOSS) FROM CONTINUING OPERATIONS
Loss from continuing operations for the three months ended June 30, 2000
was $0.3 million, compared to income from continuing operations of $0.1 million
in the three months ended June 30, 1999. The decrease in income from continuing
operations of $0.4 million in the three months ended June 30, 2000 was primarily
the result of losses due to the Company's Internet and call center operations
which commenced operations in July 1999. Loss from continuing operations as a
percentage of net revenues was 6.9% in the three months ended June 30, 2000 as
compared to income from continuing operations of 2.9% in the three months ended
June 30, 1999.
NET INCOME (LOSS)
Net loss for the three months ended June 30, 2000 was $0.3 million,
compared to net income of $1.4 million for the three months ended June 30, 1999.
The decrease in net income of $1.6 million is primarily the result of a decrease
in income from continuing operations of $0.3 million, as explained above, and a
decrease in net income of $1.3 million from discontinued operations. In
accordance with APB No. 30, the Company has not recorded any income from
discontinued operations in the three months ended June 30, 2000, as such income
has previously been estimated and recorded as an offset to the loss on disposal
of discontinued operations in the Company's Consolidated Statements of Income
for the year ended December 31, 1999 in connection with the Company's decision
to sell its consumer financial services business.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED WITH THE RESULTS OF OPERATIONS FOR THE
SIX MONTHS ENDED JUNE 30, 1999.
NET REVENUES
Net revenues for the six months ended June 30, 2000 from travel stores,
wholesale operations, and Internet and call center operations were $6.5 million,
$0.3 million, and $0.2 million as compared to $5.4 million, $0.3 million, and
$0.0 for the six months ended June 30, 1999, respectively.
Net revenues from travel stores for the six months ended June 30, 2000
increased $1.1 million, or 21.3%, to $6.5 million from $5.4 million for the same
period in 1999. The increase in net revenues in the six months ended June 30,
2000 was primarily due to an increase in service charges and an increase in net
revenues from the operation of 38 travel stores in 2000 that were acquired at
various times throughout 1999. The commission rate earned on airline tickets
sold at the Company's retail stores was 10.0% in 2000 and 1999.
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SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses for the six months ended June 30, 2000
increased $1.8 million, or 42.5% to $6.1 million from $4.3 million for the same
period in 1999. Of this $1.8 million increase, $1.0 million reflects the
increase in selling and administrative expenses from the operation of 38 travel
stores in 2000 that were acquired at various times during 1999. The remaining
increase of $0.8 million is primarily the result of an increase in Internet and
call center operating expenses which commenced operation in July 1999. Selling
and administrative expenses as a percentage of net revenues increased to 87.3%
in the six months ended June 30, 2000 from 75.4% in the six months ended June
30, 1999.
ADVERTISING
Advertising expenses for the six months ended June 30, 2000 increased $0.8
million, or 371.1% to $1.1 million from $0.2 million for the same period in
1999. The increase in advertising expenses in the six months ended June 30, 2000
was primarily due to an advertising campaign launched by the Company to increase
the brand awareness of the Company's Internet websites "VuelaBarato.com" and
"4GreatFares.com." Advertising expenses as a percentage of net revenues
increased to 15.2% in the six months ended June 30, 2000 from 4.0% in the six
months ended June 30, 1999.
OCCUPANCY COSTS
The Company's occupancy costs includes costs such as rental expense, common
area maintenance, insurance, and property and real estate taxes for the
Company's travel stores.
Occupancy costs for the six months ended June 30, 2000 increased $0.3
million, or 35.7% to $1.2 million from $0.9 million for the same period in 1999.
The increase in occupancy costs in the six months ended June 30, 2000 was
primarily due to the acquisition of 38 travel locations acquired at various
times throughout 1999. Occupancy costs as a percentage of net revenues increased
to 16.9% in the six months ended June 30, 2000 from 15.3% in the six months
ended June 30, 1999.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expenses for the six months ended June 30,
2000 increased $0.1 million, or 42.7% to $0.3 million from $0.2 million for the
same period in 1999. The increase in depreciation and amortization expenses was
primarily the result of the acquisition of 38 travel stores acquired at various
times throughout 1999. Depreciation and amortization expenses as a percentage of
net revenues increased to 4.9% in the six months ended June 30, 2000 from 4.2%
in the six months ended June 30, 1999.
INCOME (LOSS) FROM CONTINUING OPERATIONS
Loss from continuing operations for the six months ended June 30, 2000 was
$1.0 million, compared to income from continuing operations of $0.0 million in
the six months ended June 30, 1999. The decrease in income from continuing
operations of $1.0 million in the six months ended June 30, 2000 was primarily
the result of losses due to the Company's Internet and call center operations
which commenced operations in July 1999. Loss from continuing operations as a
percentage of net revenues was 14.6% in the six months ended June 30, 2000 as
compared to income from continuing operations of 0.7% in the six months ended
June 30, 1999.
NET INCOME (LOSS)
Net loss for the six months ended June 30, 2000 was $1.0 million, compared
to net income of $2.7 million for the six months ended June 30, 1999. The
decrease in net income of $3.7 million is primarily the result of a decrease in
income from continuing operations of $1.0 million, as explained above, and a
decrease in net income of $2.7 million from discontinued operations. In
accordance with APB No. 30, the Company has not recorded any income from
discontinued operations in the six months ended June 30, 2000, as such income
has previously been estimated and recorded as an offset to the loss on disposal
of discontinued operations in the Company's Consolidated Statements of Income
for the year ended December 31, 1999 in connection with the Company's decision
to sell its consumer financial services business.
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LIQUIDITY AND CAPITAL RESOURCES
Continuing Operations
We primarily finance our continuing operations through the cash flow
generated from operations and existing cash balances.
Net cash provided by continuing operations totaled $0.3 million during the
six months ended June 30, 2000. During this period the primary source of net
cash provided by operating activities was increases in notes payable to
affiliates. Net cash provided by continuing operations totaled $5.0 million
during the six months ended June 30, 1999. During this period the primary source
of net cash provided by operating activities was from changes in accrued
expenses and other current liabilities, changes in notes receivable from
affiliates and income tax receivables.
In the six months ended June 30, 2000, cash flows provided by the operating
activities of continuing operations totaled $0.3 million and together with
existing cash balances funded capital expenditures of $0.9 million. Net cash
used by continuing operations totaled $0.7 million during the six months ended
June 30, 2000.
In the six months ended June 30, 1999, cash flows provided by the operating
activities of continuing operations totaled $5.0 million. Cash used in investing
activities included acquisitions of travel businesses of $2.5 million and
capital expenditures of $0.3 million. Net cash provided by continuing operations
totaled $2.2 million during the six months ended June 30, 1999. Net cash used by
discontinued operations totaled $4.9 million during the six months ended June
30, 1999.
Our continuing operations generate sufficient capital to fund their ongoing
operating activities. Capital expenditures for renewals and betterments for our
ongoing operations can be met from the Company's existing operating cash flows.
However, development of our Internet business will require substantial capital
to support advertising, systems development and expansion. Additional travel
agency acquisitions and continued development of our Internet business will
require substantial capital and is expected to be funded through the sale of our
discontinued operations.
Discontinued Operations
Our discontinued operations are funded with cash flow from operations and
with borrowings under our Wells Fargo Line of Credit, which with extensions
granted expires on August 14, 2000. Holdings and all of our significant domestic
subsidiaries are guarantors under the Line of Credit. In addition, we have
pledged substantially all of our assets, including our receivables, and the
stock of all of our significant subsidiaries as collateral for the amounts our
discontinued operations borrow under the Line of Credit. The amount outstanding
under the Line of Credit, including $0.5 million of Letters of Credit
outstanding total $28.7 million at June 30, 2000 and are included in net assets
of discontinued operations on the Condensed Consolidated Balance Sheets.
The Company is currently negotiating a new line of credit with Union Bank
of California. The new line of credit has not yet been finalized, however, the
Company expects that, if needed, Wells Fargo will extend the existing line of
credit until the new credit line with Union Bank of California can be finalized.
Should the Company not secure the new line of credit with Union Bank of
California and the banks demand payment upon the expiration of the existing Line
of Credit on August 14, 2000, the Company would be unable to pay its bank debt.
YEAR 2000 ISSUE
Subsequent to the end of 1999, the Company's systems and operations are
fully functioning and have not experienced any significant issues related to the
Year 2000. While the Company is encouraged by the results of its Year 2000
efforts, monitoring for any potential problems will continue throughout 2000.
The travel systems utilized to conduct business are provided to each of our
travel stores and our Internet business through global distribution systems
(GDS), operated by Sabre, Amadeus and Worldspan. Sabre, Amadeus and Worldspan
are world leaders in the electronic distribution of travel-related products and
services. GDS systems provide us with electronic booking systems and databases
containing flight schedules and availability, and published fares information
for approximately 400 airlines located throughout the world. We have received
assurances from the GDS's that their systems are Year 2000 compliant and have
noted no problems to date.
Although the Company does not believe any continued exposure exists for its
operations, the Company has a contingency plan for possible Year 2000 issues and
will continue to update these plans based on assessments of any subsequent Year
2000 issues as additional information becomes available.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The following risk management discussions contain forward-looking
statements concerning certain adverse market conditions that may occur. Actual
results in the future may differ materially from these projected results due to
changes in our debt mix and developments in the global financial markets.
We derive substantially all of our revenue from continuing operations from
a combination of: (1) sales of discounted air fares; (2) commissions on
published fares for both domestic travel in the United States and travel to
Latin America; and, (3) performance-based compensation referred to as "override
commissions."
We depend on our established airline relationships for access to
non-published fares; however, we have no long-term or exclusive contracts. Our
business could be hurt if the airlines we do business with (1) refuse to renew
our contracts for non-published fares; (2) renew the contracts on less favorable
terms; or (3) cancel our contracts. Non-published fares are tickets we acquire
from the airlines and resell to our customers at discounts off published fares.
We have contracts with 11 airlines that permit us to acquire non-published
fares. These contracts are typically for a short period, are cancelable upon
short notice and do not require the airlines to provide us with a specific
quantity of tickets or deal with us exclusively.
A significant portion of our revenue depends on commissions paid on
published fares and override commissions paid to us by the airlines for bookings
made through our travel stores and Internet sites. The airlines we do business
with are not obligated to pay any specific commissions, or to pay commissions at
all.
Most recently, there has been a general trend by the airlines to reduce
commissions paid to travel agents in order to reduce their distribution costs
and many travel industry experts believe that airlines will eliminate all
commissions in the near future. In response to these changes, many travel
agencies, including us, have begun to charge service fees to their customers.
Although our domestic travel business has been subject to the same downward
trends on commission rates, our commission rates on tickets to Latin America,
which account for 75% of our travel business, have not been subject to these
general trends. From time to time, however, certain airlines have reduced
commission rates on Latin American routes, but have generally reinstated them in
order to meet competitive conditions. While we believe that the pressure on
airlines to reduce their distribution costs will continue and eventually effect
our present Latin American commission rates, we believe this trend will be
implemented by the airlines more slowly, because our travel stores represent the
airlines' primary distribution channel to Hispanics living in the United States.
Despite this, we have begun to charge service fees in certain markets where
commissions have been reduced and are prepared to introduce service charges
throughout all of our travel stores should conditions warrant it.
A large percentage of our travel business depends upon a limited number of
airlines and our business could be hurt if any of these carriers temporarily
curtail operations, are shut down, or go out of business. In November of 1999,
Taesa Airlines, one of the major Mexican carriers, was shut down by the Mexican
government and eventually was declared bankrupt. The suspension and ultimate
cessation of Taesa Airlines had a significant adverse effect on our operations
in the first quarter of 2000. Results will continue to be adversely impacted in
2000 until the Taesa route system is absorbed by other carriers. In response to
the cessation of Taesa, Mexicana and Aeromexico, which are controlled by a
common parent, reduced commissions on routes from Tijuana to other parts of
Mexico. To offset this decline in commissions, we have begun to charge our
customers a service charge.
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PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENTRAL FINANCIAL ACCEPTANCE CORPORATION
August 14, 2000 /s/ Gary M. Cypres
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Gary M. Cypres
Chairman of the Board
August 14, 2000 /s/ A. Keith Wall
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A. Keith Wall
Chief Financial Officer
August 14, 2000 /s/ Wanda Anesh
------------------------------------------
Wanda Anesh
Controller
