<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 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 SEPTEMBER 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)
<TABLE>
<S> <C>
DELAWARE 95-4574983
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
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 November
14, 2000: 7,166,000
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CENTRAL FINANCIAL ACCEPTANCE CORPORATION AND SUBSIDIARIES
FORM 10-Q
INDEX
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Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets at September 30, 2000 and December 31, 1999...............................3
Condensed Consolidated Statements of Income for the Three and Nine Months Ended
September 30, 2000 and 1999........................................................................................4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
September 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
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<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
-------------- -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash ........................................................ $ 5,168,000 $ 5,280,000
Prepaid expenses and other current assets ................... 446,000 412,000
Note receivable from affiliate, net ......................... 985,000 889,000
Income taxes receivable, net ................................ 2,010,000 1,285,000
Property and equipment, net ................................. 5,509,000 4,939,000
Intangible assets, net ...................................... 10,563,000 10,925,000
Net assets of discontinued operations ....................... 52,963,000 52,963,000
------------ ------------
TOTAL ASSETS ............................................. $ 77,644,000 $ 76,693,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued expenses and other current liabilities .............. $ 6,047,000 $ 3,991,000
Deferred taxes .............................................. 627,000 627,000
------------ ------------
Total liabilities ........................................ 6,674,000 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,
respectively ............................................. 73,000 73,000
Paid-in capital ............................................. 47,903,000 47,903,000
Retained earnings ........................................... 23,747,000 24,805,000
------------ ------------
71,723,000 72,781,000
Less treasury stock at cost(1) .............................. (753,000) (706,000)
------------ ------------
Total stockholders' equity ................................... 70,970,000 72,075,000
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............... $ 77,644,000 $ 76,693,000
============ ============
</TABLE>
(1) Represents 111,000 and 100,000 treasury shares at September 30, 2000 and
December 31, 1999, respectively.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
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CENTRAL FINANCIAL ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------ ------------------------------
2000 1999 2000 1999
------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
REVENUES, NET ...................................... $ 4,190,000 $ 4,567,000 $ 11,173,000 $ 10,241,000
COSTS AND EXPENSES
Selling and administrative expenses ................ 3,283,000 2,868,000 9,380,000 7,149,000
Advertising ........................................ 194,000 268,000 1,254,000 493,000
Occupancy costs .................................... 585,000 552,000 1,763,000 1,420,000
Depreciation and amortization ...................... 196,000 180,000 540,000 421,000
----------- ----------- ----------- -----------
Total costs and expenses ........................ 4,258,000 3,868,000 12,937,000 9,483,000
----------- ----------- ----------- -----------
Pretax income (loss) from continuing operations .... (68,000) 699,000 (1,764,000) 758,000
Provision (benefit) for income taxes ............... (28,000) 270,000 (706,000) 295,000
----------- ----------- ----------- -----------
Income (loss) from continuing operations ........... (40,000) 429,000 (1,058,000) 463,000
DISCONTINUED OPERATIONS
Income from operations of discontinued
operations, net of applicable taxes(1) ........ - 873,000 - 3,547,000
----------- ----------- ----------- -----------
NET INCOME (LOSS) .................................. $ (40,000) $ 1,302,000 $(1,058,000) $ 4,010,000
=========== =========== =========== ===========
PER SHARE DATA: (NOTE 4)
Per Common share - Basic:
Income (loss) from continuing operations ........... $ (0.01) $ 0.06 $ (0.15) $ 0.06
Income from discontinued operations, net of taxes .. - 0.12 - 0.49
----------- ----------- ----------- -----------
Net income (loss) .................................. $ (0.01) $ 0.18 $ (0.15) $ 0.55
=========== =========== =========== ===========
Weighted average common shares outstanding ......... 7,166,000 7,263,000 7,172,000 7,272,000
Per Common share - Diluted:
Income (loss) from continuing operations ........... $ (0.01) $ 0.06 $ (0.15) $ 0.06
Income from discontinued operations, net of taxes .. - 0.12 - 0.49
----------- ----------- ----------- -----------
Net income (loss) .................................. $ (0.01) $ 0.18 $ (0.15) $ 0.55
=========== =========== =========== ===========
Weighted average diluted common shares outstanding.. 7,166,000 7,263,000 7,172,000 7,272,000
</TABLE>
(1) Taxes applicable to discontinued operations in the three and nine months
ended September 30, 1999 were $582,000 and $2,365,000, respectively.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
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CENTRAL FINANCIAL ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2000 1999
----------- -----------
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CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) ....................................................................... $(1,058,000) $ 4,010,000
Less: Income from discontinued operations .......................................... - (3,547,000)
----------- -----------
Income (loss) from continuing operations ............................................ (1,058,000) 463,000
Adjustments to reconcile income (loss)
from continuing operations to net
cash provided by operating activities:
Depreciation and amortization ....................................................... 540,000 421,000
Changes in assets and liabilities:
Prepaid expenses and other current assets ........................................... (34,000) (1,600,000)
Accrued expenses and other current liabilities ...................................... 2,056,000 2,556,000
Note receivable from/payable to affiliate ........................................... (96,000) 2,478,000
Income taxes receivable ............................................................. (725,000) 2,277,000
----------- -----------
Net cash provided by operating
activities of continuing operations ................................... 683,000 6,595,000
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures, net ............................................................... (937,000) (1,183,000)
Purchase of leasehold interests ......................................................... - (3,986,000)
----------- -----------
Net cash used in investing
activities of continuing operations ................................... (937,000) (5,169,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock .............................................................. (47,000) (706,000)
----------- -----------
Net cash used in financing
activities of continuing operations ................................... (47,000) (706,000)
----------- -----------
NET CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS ........................................ 189,000 (3,139,000)
----------- -----------
NET DECREASE IN CASH .......................................................................... (112,000) (2,419,000)
CASH, BEGINNING OF PERIOD ..................................................................... 5,280,000 8,295,000
----------- -----------
CASH, END OF PERIOD ........................................................................... $ 5,168,000 $ 5,876,000
=========== ===========
CASH PAID DURING THE PERIOD FOR
INTEREST ................................................................................ $ 2,665,000 $ 2,881,000
INCOME TAXES ............................................................................ $ 75,000 $ 2,125,000
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
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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
September 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.
On October 2, 2000, the Company's Board of Directors and stockholders
owning a majority of the outstanding common stock approved a Plan of Complete
Dissolution, Liquidation and Distribution (the "Plan"), under which the
operations of CFAC will be separated into two subsidiaries: Hispanic Express,
Inc. and Banner Central Finance Company, whose outstanding common shares will be
distributed to each CFAC shareholder on a yet to be determined liquidation date.
6
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CENTRAL FINANCIAL ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In connection therewith, CFAC has submitted to the Securities and
Exchange Commission (the "SEC") an Information Statement covering pertinent
business and financial information required to be filed prior to CFAC effecting
its dissolution and liquidation, and making the distribution of the common stock
of these two subsidiaries to its stockholders. Upon receiving appropriate
clearance from the SEC, CFAC will determine the liquidation date under the Plan.
Hispanic Express, Inc. has been formed to operate CFAC's travel and small
loan businesses, while Banner Central Finance Company has been formed to operate
CFAC's mortgage origination business and to purchase consumer receivables which
are generated from the sale of consumer products sold by Banner. The Board of
Directors decided to adopt the Plan as part of CFAC's continuing objective of
enhancing long term shareholder value. The Board of Directors has the ability to
abandon, defer or modify the Plan any time prior to the Plan's consummation,
should other considerations, including the sale of CFAC's consumer finance
business arise.
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.
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
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 provided by (used in) discontinued operations," for all periods presented.
Management believes that the 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.
7
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CENTRAL FINANCIAL ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
4. EARNINGS PER SHARE
The following table presents a reconciliation of basic earnings per share
and diluted earnings per share. Options to purchase 585,000 shares of common
stock at prices ranging from $5.00 to $12.00 per share were outstanding at
September 30, 2000. Options to purchase 777,000 shares of common stock at prices
ranging from $5.00 to $12.00 per share were outstanding at September 30, 1999.
No options were included in the computation of diluted earnings per share in the
three or nine months ended September 30, 2000 and 1999 because the effect would
be anti-dilutive.
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THREE MONTHS ENDED SEPTEMBER 30,
----------------------------------------------------------------
2000 1999
----------------------------- ----------------------------
Basic Diluted Basic Diluted
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NUMERATOR:
Net income (loss) from continuing operations ............ $ (40,000) $ (40,000) $ 429,000 $ 429,000
Income from discontinued operations ..................... - - 873,000 873,000
----------- ----------- ----------- -----------
$ (40,000) $ (40,000) $ 1,302,000 $ 1,302,000
=========== =========== =========== ===========
DENOMINATOR:
Weighted average shares outstanding ..................... 7,166,000 7,166,000 7,263,000 7,263,000
Shares assumed issued on
exercise of dilutive share equivalents .......... - - - -
----------- ----------- ----------- -----------
Weighted average shares outstanding ................... 7,166,000 7,166,000 7,263,000 7,263,000
----------- ----------- ----------- -----------
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE:
Net income (loss) from continuing operations ............ $ (0.01) $ (0.01) $ 0.06 $ 0.06
Income from discontinued operations ..................... - - 0.12 0.12
----------- ----------- ----------- -----------
Earnings (loss) per share ............................. $ (0.01) $ (0.01) $ 0.18 $ 0.18
=========== =========== =========== ===========
</TABLE>
8
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CENTRAL FINANCIAL ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-----------------------------------------------------------------
2000 1999
-------------------------------- -----------------------------
Basic Diluted Basic Diluted
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
NUMERATOR:
Net income (loss) from continuing operations .... $(1,058,000) $(1,058,000) $ 463,000 $ 463,000
Income from discontinued operations ............. - - 3,547,000 3,547,000
----------- ----------- ----------- -----------
$(1,058,000) $(1,058,000) $ 4,010,000 $ 4,010,000
=========== =========== =========== ===========
DENOMINATOR:
Weighted average shares outstanding ............. 7,172,000 7,172,000 7,272,000 7,272,000
Shares assumed issued on
exercise of dilutive share equivalents .. - - - -
----------- ----------- ----------- -----------
Weighted average shares outstanding ........... 7,172,000 7,172,000 7,272,000 7,272,000
----------- ----------- ----------- -----------
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE:
Net income (loss) from continuing operations .... $ (0.15) $ (0.15) $ 0.06 $ 0.06
Income from discontinued operations ............. - - 0.49 0.49
----------- ----------- ----------- -----------
Earnings (loss) per share ..................... $ (0.15) $ (0.15) $ 0.55 $ 0.55
=========== =========== =========== ===========
</TABLE>
5. PURCHASE OF LEASEHOLD INTERESTS
During 1999, the Company expanded its travel business through the
purchase and assumption 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. The aggregate purchase
price for the leasehold interests was approximately $5.0 million and has been
accounted for under the purchase method of accounting, and the results of these
new travel offices have been included in operations since the date the Company
assumed the leases.
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 nine months ended
September 30, 2000 were $2.6 million and $7.3 million, respectively. Such
tickets financed during the three and nine months ended September 30, 1999 were
$2.6 million and $7.1 million, respectively.
9
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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 nine months ended September 30, 2000 and 1999:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- -----------------------------
2000 1999 2000 1999
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
REVENUES, NET ................................... $ 4,190,000 $ 4,567,000 $ 11,173,000 $10,241,000
COSTS AND EXPENSES
Selling and administrative expenses ............. 3,283,000 2,868,000 9,380,000 7,149,000
Advertising ..................................... 194,000 268,000 1,254,000 493,000
Occupancy costs ................................. 585,000 552,000 1,763,000 1,420,000
Depreciation and amortization ................... 196,000 180,000 540,000 421,000
----------- ----------- ----------- -----------
Total costs and expenses ..................... 4,258,000 3,868,000 12,937,000 9,483,000
----------- ----------- ----------- -----------
Pretax income (loss) from continuing operations.. (68,000) 699,000 (1,764,000) 758,000
Provision (benefit) for income taxes ............ (28,000) 270,000 (706,000) 295,000
----------- ----------- ----------- -----------
Income (loss) from continuing operations ........ (40,000) 429,000 (1,058,000) 463,000
DISCONTINUED OPERATIONS
Income from operations of discontinued
operations, net of applicable taxes ........ -- 873,000 -- 3,547,000
----------- ----------- ----------- -----------
NET INCOME (LOSS) .............................. $ (40,000) $ 1,302,000 $ (1,058,000) $ 4,010,000
=========== =========== =========== ===========
</TABLE>
10
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<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 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 .............. 78.4% 62.9% 84.0% 69.8%
Advertising ...................................... 4.6% 5.9% 11.2% 4.8%
Occupancy costs .................................. 14.0% 12.1% 15.8% 13.9%
Depreciation and amortization .................... 4.7% 3.9% 4.8% 4.1%
----- ----- ----- -----
Total costs and expenses ...................... 101.7% 84.8% 115.8% 92.6%
----- ----- ----- -----
Pretax income (loss) from continuing operations .. -1.7% 15.2% -15.8% 7.4%
Provision (benefit) for income taxes ............. -0.7% 5.9% -6.3% 2.9%
----- ----- ----- -----
Income (loss) from continuing operations ......... -1.0% 9.3% -9.5% 4.5%
DISCONTINUED OPERATIONS
Income from operations of discontinued
operations, net of applicable taxes ......... -- 19.1% -- 34.6%
----- ----- ----- -----
NET INCOME (LOSS) ............................... -1.0% 28.4% -9.5% 39.1%
===== ===== ===== =====
</TABLE>
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED WITH THE RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999.
NET REVENUES
Net revenues for the three months ended September 30, 2000 from travel
stores, wholesale operations, and Internet and call center operations were $4.0
million, $0.1 million, and $0.1 million as compared to $4.4 million, $0.2
million, and $0.0 for the three months ended September 30, 1999, respectively.
Net revenues from travel stores for the three months ended September 30,
2000 decreased $0.4 million, or 8.2%, to $4.0 million from $4.4 million for the
same period in 1999. The decrease in net revenues in the three months ended
September 30, 2000 was primarily due to a decrease in airline ticket sales and
override commissions earned in 2000 as compared to the same period in 1999. The
commission rate earned on airline tickets sold at the Company's retail stores in
2000 decreased to 11.4% from 12.0% in 1999. The decrease in commission rate was
primarily the result of a decrease in override commissions for the three months
ended September 30, 2000 as compared to the same period in 1999.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses for the three months ended September
30, 2000 increased $0.4 million, or 14.4% to $3.3 million from $2.9 million for
the same period in 1999. The increase in selling and administrative expenses is
primarily due to the operation of 14 travel stores in 2000 resulting from the
purchase and assumption of leases of new travel stores in the third and fourth
quarters of 1999. Selling and administrative expenses as a percentage of net
revenues increased to 78.4% in the three months ended September 30, 2000 from
62.9% in the three months ended September 30, 1999.
11
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ADVERTISING
Advertising expenses for the three months ended September 30, 2000
decreased $0.1 million, or 27.6% to $0.2 million from $0.3 million for the same
period in 1999. The decrease in advertising expenses in the three months ended
September 30, 2000 was primarily due to the Company's decision to scale back the
operations of its Internet and call center. Advertising expenses as a percentage
of net revenues decreased to 4.6% in the three months ended September 30, 2000
from 5.9% in the three months ended September 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 September 30, 2000 and 1999
were $0.6 million. Occupancy costs as a percentage of net revenues increased to
14.0% in the three months ended September 30, 2000 from 12.1% in the three
months ended September 30, 1999.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expenses for the three months ended
September 30, 2000 and 1999 were $0.2 million. Depreciation and amortization
expenses as a percentage of net revenues increased to 4.7% in the three months
ended September 30, 2000 from 3.9% in the three months ended September 30, 1999.
INCOME (LOSS) FROM CONTINUING OPERATIONS
Loss from continuing operations for the three months ended September 30,
2000 was $0.0 million, compared to income from continuing operations of $0.4
million in the three months ended September 30, 1999. The decrease in income
from continuing operations of $0.4 million in the three months ended September
30, 2000 was primarily the result of a decrease in airline ticket sales and
override commissions earned in 2000 as compared to the same period in 1999. Loss
from continuing operations as a percentage of net revenues was 1.0% in the three
months ended September 30, 2000 as compared to income from continuing operations
of 9.3% in the three months ended September 30, 1999.
NET INCOME (LOSS)
Net loss for the three months ended September 30, 2000 was $0.0 million,
compared to net income of $1.3 million for the three months ended September 30,
1999. The decrease in net income of $1.3 million is primarily the result of a
decrease in income from continuing operations of $0.4 million, as explained
above, and a decrease in net income of $0.9 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 September 30,
2000, as such income has previously been estimated and recorded as an offset to
the estimated 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.
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED WITH THE RESULTS OF OPERATIONS FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 1999.
NET REVENUES
Net revenues for the nine months ended September 30, 2000 from travel
stores, wholesale operations and Internet and call center operations were $10.5
million, $0.5 million, and $0.2 million as compared to $9.7 million, $0.5
million, and $0.0 for the nine months ended September 30, 1999, respectively.
Net revenues from travel stores for the nine months ended September 30,
2000 increased $0.8 million, or 8.1%, to $10.5 million from $9.7 million for the
same period in 1999. The increase in net revenues in the nine months ended
September 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
resulting from the purchase and assumption of leases of new travel stores at
various times throughout 1999, offset by a decrease in override commissions
earned in 2000. The commission rate earned on airline tickets sold at the
Company's retail stores was 10.5% in the nine months ended September 30, 2000 as
compared to 10.8% in the nine months ended September 30, 1999.
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SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses for the nine months ended September
30, 2000 increased $2.2 million, or 31.2% to $9.4 million from $7.2 million for
the same period in 1999. Of this $2.2 million increase, $1.6 million reflects
the increase in selling and administrative expenses from the operation of 38
travel stores in 2000 resulting from the purchase and assumption of leases of
new travel stores at various times during 1999. The remaining increase of $0.6
million is primarily the result of an increase in Internet and call center
operating expenses which commenced operation in July 1999, offset by a decrease
in corporate overhead. Selling and administrative expenses as a percentage of
net revenues increased to 84.0% in the nine months ended September 30, 2000 from
69.8% in the nine months ended September 30, 1999.
ADVERTISING
Advertising expenses for the nine months ended September 30, 2000
increased $0.8 million, or 154.4% to $1.3 million from $0.5 million for the same
period in 1999. The increase in advertising expenses in the nine months ended
September 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" during the first six months of fiscal
2000. Advertising expenses as a percentage of net revenues increased to 11.2% in
the nine months ended September 30, 2000 from 4.8% in the nine months ended
September 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 nine months ended September 30, 2000 increased
$0.4 million, or 24.2% to $1.8 million from $1.4 million for the same period in
1999. The increase in occupancy costs in the nine months ended September 30,
2000 was primarily due to the operation of 38 travel locations resulting from
the purchase and assumption of leases of new travel stores at various times
throughout 1999. Occupancy costs as a percentage of net revenues increased to
15.8% in the nine months ended September 30, 2000 from 13.9% in the nine months
ended September 30, 1999.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expenses for the nine months ended
September 30, 2000 increased $0.1 million, or 28.3% to $0.5 million from $0.4
million for the same period in 1999. The increase in depreciation and
amortization expenses was primarily the result of the purchase and assumption of
leases of 38 new travel stores at various times throughout 1999. Depreciation
and amortization expenses as a percentage of net revenues increased to 4.8% in
the nine months ended September 30, 2000 from 4.1% in the nine months ended
September 30, 1999.
INCOME (LOSS) FROM CONTINUING OPERATIONS
Loss from continuing operations for the nine months ended September 30,
2000 was $1.1 million, compared to income from continuing operations of $0.5
million in the nine months ended September 30, 1999. The decrease in income from
continuing operations of $1.6 million in the nine months ended September 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 15.8% in the nine months ended
September 30, 2000 as compared to income from continuing operations of 7.4% in
the nine months ended September 30, 1999.
NET INCOME (LOSS)
Net loss for the nine months ended September 30, 2000 was $1.1 million,
compared to net income of $4.0 million for the nine months ended September 30,
1999. The decrease in net income of $5.1 million is primarily the result of a
decrease in income from continuing operations of $1.6 million, as explained
above, and a decrease in net income of $3.5 million from discontinued
operations. In accordance with APB No. 30, the Company has not recorded any
income from discontinued operations in the nine months ended September 30, 2000,
as such income has previously been estimated and recorded as an offset to the
estimated 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 $0.7 million during
the nine months ended September 30, 2000. During this period the primary source
of net cash provided by operating activities was changes in accrued expenses and
other current liabilities. Net cash provided by continuing operations totaled
$6.6 million during the nine months ended September 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 nine months ended September 30, 2000, cash flows provided by the
operating activities of continuing operations totaled $0.7 million and together
with existing cash balances funded capital expenditures of $0.9 million. Net
cash provided by discontinued operations totaled $0.2 million during the nine
months ended September 30, 2000.
In the nine months ended September 30, 1999, cash flows provided by the
operating activities of continuing operations totaled $6.6 million. Cash used in
investing activities included the purchase and assumption of leases of new
travel stores in the amount of $4.0 million and capital expenditures of $1.2
million. Net cash by used by financing activities to purchase treasury stock
totaled $0.7 million during the nine months ended September 30, 1999. Net cash
used by discontinued operations totaled $3.1 million during the nine months
ended September 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
expansion of the Company's network of travel agencies 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 Credit Agreement. On August 11, 2000, a new credit
agreement was entered into with several banks and Union Bank of California, N.A.
as Agent ("Union Bank Line of Credit) that provides for the issuance of notes up
to $55,000,000 subject to an allowable borrowing base. Our previous line of
credit with several banks and Wells Fargo Bank National Association, as Agent,
was repaid on August 11, 2000. The amount outstanding under the Union Bank Line
of Credit, including $0.6 million of Letters of Credit outstanding totaled $25.6
million at September 30, 2000 and are included in net assets of discontinued
operations in the Consolidated Condensed Balance Sheet. The amount of unused
credit under the facility was limited by the allowable borrowing base and was
approximately $8.3 million at September 30, 2000.
Borrowings under the Union Bank Line of Credit are limited to 70% of
eligible receivable contracts as defined in the credit agreement. Substantially
all of the assets and stock of Central Consumer Finance Company ("CCFC"), a
wholly owned subsidiary of the Company, has been pledged as collateral for
amounts borrowed under the Union Bank Line of Credit. The Union Bank Line of
Credit requires, among other things, that the Company maintain specific
financial ratios and satisfy certain financial covenants with respect to CCFC
and restricts, among other things, CCFC's ability to incur additional
indebtedness, pay dividends, make certain restricted payments or consummate
certain asset sales. Interest on the Union Bank Line of Credit is determined at
the Company's option, equal to either, (a) 87.5 basis points above the higher of
the prime rate Union Bank of California announces or the federal funds rate plus
50 basis points or (b) 225 basis points above the interest rate per annum at
which Union Bank of California offers deposits in dollars to prime banks in the
London Eurodollar market.
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
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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.
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
November 14, 2000 /s/ Gary M. Cypres
-----------------------------------------
Gary M. Cypres
Chairman of the Board
November 14, 2000 /s/ Howard Weitzman
-----------------------------------------
Howard Weitzman
Chief Financial Officer
November 14, 2000 /s/ Wanda Anesh
-----------------------------------------
Wanda Anesh
Controller
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