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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 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 MARCH 31, 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 May 15,
2000: 7,177,000
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CENTRAL FINANCIAL ACCEPTANCE CORPORATION
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C>
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets at March 31, 2000 and
December 31, 1999 ......................................................... 3
Condensed Consolidated Statements of Income for the Three Months Ended
March 31, 2000 and March 31, 1999.......................................... 4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 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 ............................................................. 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk................. 13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K........................................... 13
Signatures................................................................................ 14
</TABLE>
2
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PART 1. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CENTRAL FINANCIAL ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(UNAUDITED)
MARCH 31, DECEMBER 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Cash .................................................. $ 7,338,000 $ 5,280,000
Prepaid expenses and other current assets ............. 503,000 412,000
Note receivable from affiliate, net ................... -- 889,000
Income taxes receivable, net .......................... 1,288,000 1,285,000
Property and equipment, net ........................... 5,459,000 4,939,000
Intangible assets, net ................................ 10,803,000 10,925,000
Net assets of discontinued operations ................. 52,963,000 52,963,000
------------ ------------
TOTAL ASSETS ....................................... $ 78,354,000 $ 76,693,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued expenses and other current liabilities ........ $ 6,418,000 $ 3,991,000
Deferred taxes ........................................ 627,000 627,000
------------ ------------
Total liabilities .................................. 7,045,000 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; 7,277,000 shares issued ................ 73,000 73,000
Paid-in capital ....................................... 47,903,000 47,903,000
Retained earnings ..................................... 24,039,000 24,805,000
------------ ------------
72,015,000 72,781,000
Less treasury stock, 100,000 shares at cost ........... (706,000) (706,000)
------------ ------------
Total stockholders' equity ............................. 71,309,000 72,075,000
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......... $ 78,354,000 $ 76,693,000
============ ============
</TABLE>
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
MARCH 31,
-----------------------------
2000 1999
----------- -----------
<S> <C> <C>
REVENUES, NET ......................................... $ 3,322,000 $ 2,243,000
COSTS AND EXPENSES
Selling and administrative expenses ................... 3,038,000 1,786,000
Advertising ........................................... 816,000 80,000
Occupancy costs ....................................... 589,000 379,000
Depreciation and amortization ......................... 155,000 104,000
----------- -----------
Total costs and expenses ........................... 4,598,000 2,349,000
----------- -----------
Pretax loss from continuing operations ................ (1,276,000) (106,000)
Benefit for income taxes .............................. (510,000) (42,000)
----------- -----------
Loss from continuing operations ....................... (766,000) (64,000)
DISCONTINUED OPERATIONS
Income from operations of discontinued
operations net of applicable taxes(1) ............ -- 1,418,000
----------- -----------
Net (loss) income ..................................... $ (766,000) $ 1,354,000
=========== ===========
PER SHARE DATA: (NOTE 4)
Per Common share - Basic:
Loss from continuing operations ....................... $ (0.11) $ (0.01)
Income from discontinued operations, net of taxes ..... -- 0.20
----------- -----------
Net (loss) income ..................................... $ (0.11) $ 0.19
=========== ===========
Weighted average common shares outstanding ............ 7,177,000 7,277,000
Per Common share - Diluted:
Loss from continuing operations ....................... $ (0.11) $ (0.01)
Income from discontinued operations, net of taxes ..... -- 0.20
----------- -----------
Net (loss) income ..................................... $ (0.11) $ 0.19
=========== ===========
Weighted average diluted common shares outstanding .... 7,177,000 7,277,000
</TABLE>
(1) Taxes applicable to discontinued operations were $0 and $945,000,
respectively for the three months ended March 31, 2000 and 1999.
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)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
------------------------------
2000 1999
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<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net (loss) income ....................................... $ (766,000) $ 1,354,000
Less: Income from discontinued operations ........... -- (1,418,000)
----------- ------------
Loss from continuing operations ...................... (766,000) (64,000)
Adjustments to reconcile loss
from continuing operations to net cash
provided by operating activities:
Depreciation and amortization ........................ 155,000 104,000
Changes in assets and liabilities:
Prepaid expenses and other current assets ............ (91,000) 78,000
Accrued expenses and other current liabilities ....... 2,427,000 1,445,000
Note receivable from affiliate ....................... 889,000 (60,000)
Income taxes receivable .............................. (3,000) 903,000
----------- ------------
Net cash provided by operating
activities of continuing operations ......... 2,611,000 2,406,000
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures, net ............................... (553,000) (221,000)
Acquisitions ............................................ -- (2,346,000)
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Net cash used in investing
activities of continuing operations ......... (553,000) (2,567,000)
----------- ------------
NET CASH PROVIDED BY
(USED IN) CONTINUING OPERATIONS ......................... 2,058,000 (161,000)
----------- ------------
NET CASH PROVIDED BY DISCONTINUED OPERATIONS ................. -- 2,787,000
----------- ------------
NET INCREASE IN CASH ......................................... 2,058,000 2,626,000
CASH, BEGINNING OF PERIOD .................................... 5,280,000 8,295,000
----------- ------------
CASH, END OF PERIOD .......................................... $ 7,338,000 $ 10,921,000
=========== ============
CASH PAID DURING THE PERIOD FOR
INTEREST ........................................ $ 1,029,000 $ 1,093,000
INCOME TAXES .................................... $ -- $ --
</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 period ended
March 31, 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 Banner Holdings, Inc.
("Holdings"). In February 1999, a plan of liquidation was adopted by Holdings
whereby Holdings will distribute its ownership interest in CFAC to West Coast
Private Equity Partners ("West Coast"), the parent of Holdings. Banner Central
Electric, Inc. ("Banner"), which is also wholly owned by Holdings, 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
online 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
financial services business in order to focus its efforts on its Internet and
travel business, (see Note 3). Accordingly, the consumer financial services
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) check cashing services and mortgage loan
financing for its customers; and (8) the purchase 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.
Reclassifications - Certain reclassifications have been made to
previously reported amounts to conform to the current year presentation.
6
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CENTRAL FINANCIAL ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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.
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 financial services 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 financial
services 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 financial
services 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 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 795,000 shares of
common stock at a price of $5.00 to $12.00 per share were outstanding during the
first quarter of 2000. Options to purchase 586,000 shares of common stock at a
price of $5.00 to $12.00 per share were outstanding during the first quarter of
1999. No options were included in the computation of diluted earnings per share
in the first quarter of 2000 because it would be anti-dilutive. No options were
included in the computation of diluted earnings per share during the first
quarter of 1999 because the average market price of the Company's stock was
below that of the exercise price of the options.
7
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CENTRAL FINANCIAL ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-----------------------------------------------------------------
2000 1999
----------------------------- -----------------------------
Basic Diluted Basic Diluted
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Numerator
Net loss from continuing operations ............... $ (766,000) $ (766,000) $ (64,000) $ (64,000)
Income from discontinued operations ............... -- -- 1,418,000 1,418,000
----------- ----------- ----------- -----------
$ (766,000) $ (766,000) $ 1,354,000 $ 1,354,000
=========== =========== =========== ===========
Denominator
Weighted average shares outstanding ............... 7,177,000 7,177,000 7,277,000 7,277,000
Shares assumed issued on
exercise of dilutive share equivalents .... -- -- -- --
----------- ----------- ----------- -----------
Weighted average shares outstanding ............. 7,177,000 7,177,000 7,277,000 7,277,000
----------- ----------- ----------- -----------
Basic and diluted earnings per share
Net loss from continuing operations ............... $ (0.11) $ (0.11) $ (0.01) $ (0.01)
Income from discontinued operations ............... -- -- 0.20 0.20
----------- ----------- ----------- -----------
(Loss) earnings per share ....................... $ (0.11) $ (0.11) $ 0.19 $ 0.19
=========== =========== =========== ===========
</TABLE>
5. ACQUISITIONS
During 1999, the Company completed the acquisition of the retail
operations of 24 leased PanAmericana Travel Systems, Inc. travel stores located
in Southern California, 10 leased TurAmerica Travel Systems, Inc., 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. For the year ended December 31,
1999 this allocation 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 months ended March 31,
2000 and 1999 totaled $2.2 million and $2.0 million, respectively.
8
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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 months ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------------
2000 1999
----------- -----------
<S> <C> <C>
REVENUES, NET ..................................... $ 3,322,000 $ 2,243,000
COSTS AND EXPENSES
Selling and administrative expenses ............... 3,038,000 1,786,000
Advertising ....................................... 816,000 80,000
Occupancy costs ................................... 589,000 379,000
Depreciation and amortization ..................... 155,000 104,000
----------- -----------
Total costs and expenses ....................... 4,598,000 2,349,000
----------- -----------
Pretax loss from continuing operations ............ (1,276,000) (106,000)
Benefit for income taxes .......................... (510,000) (42,000)
----------- -----------
Loss from continuing operations ................... (766,000) (64,000)
DISCONTINUED OPERATIONS
Income from operations of discontinued
operations, net of applicable taxes .......... -- 1,418,000
----------- -----------
Net (loss) income ................................. $ (766,000) $ 1,354,000
=========== ===========
</TABLE>
9
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<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------------
2000 1999
------------ ------------
<S> <C> <C>
REVENUES, NET ................................ 100.0% 100.0%
COSTS AND EXPENSES
Selling and administrative expenses .......... 91.5% 79.6%
Advertising .................................. 24.6% 3.6%
Occupancy costs .............................. 17.7% 16.9%
Depreciation and amortization ................ 4.7% 4.6%
------------ ------------
Total costs and expenses .................. 138.5% 104.7%
------------ ------------
Pretax loss from continuing operations ....... -38.5% -4.7%
Benefit for income taxes ..................... -15.4% -1.8%
------------ ------------
Loss from continuing operations .............. -23.1% -2.9%
DISCONTINUED OPERATIONS
Income from operations of discontinued
operations, net of applicable taxes ..... -- 63.3%
------------ ------------
Net (loss) income ............................ -23.1% 60.4%
============ ============
</TABLE>
THREE MONTHS ENDED MARCH 31, 2000 COMPARED WITH THE RESULTS OF OPERATIONS FOR
THE THREE MONTHS ENDED MARCH 31, 1999.
NET REVENUES
Net revenues for the three months ended March 31, 2000 from travel
stores, wholesale operations, and Internet and call center operations were $3.1
million, $0.1 million, and $0.1 million as compared to $2.1 million, $0.1
million, and $0.0 for the three months ended March 31, 1999, respectively.
Net revenues from travel stores for the three months ended March 31,
2000 increased $1.0 million, or 45.6%, to $3.1 million as compared to the same
period in 1999. The increase in net revenues in the three months ended March 31,
2000 was primarily due to an increase in override commissions 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 in 2000 increased to 10.2% from 10.1% in
1999. The increase in commission rate was primarily the result of increases in
override commissions earned in 2000.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses for the three months ended March 31,
2000 increased $1.3 million, or 70.1% to $3.0 million from $1.7 million for the
same quarter in 1999. Of this $1.3 million increase, $0.7 million reflected 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 is primarily the result of an increase in call center and Internet
operating expenses of $0.6 million which commenced operation in July 1999.
Selling and administrative expenses as a percentage of net revenues increased to
91.5% in the three months ended March 31, 2000 from 79.6% in the three months
ended March 31, 1999.
10
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ADVERTISING
Advertising expenses for the three months ended March 31, 2000 increased
$0.7 million, or 920.0% to $0.8 million from $0.1 million for the same period in
1999. The increase in advertising expenses in the three months ended March 31,
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 24.6% in the three months ended March 31, 2000 from
3.6% in the three months ended March 31, 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 March 31, 2000 increased $0.2
million, or 55.4% to $0.6 million from $0.4 during the first quarter of 1999.
The increase in occupancy costs in the three months ended March 31, 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 17.7% in the three months ended March 31, 2000 from 16.9% in the three months
ended March 31, 1999.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expenses for the three months ended March
31, 2000 increased $0.1 million, or 49.0% 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 38 travel stores acquired at
various times throughout 1999. Depreciation and amortization expenses as a
percentage of net revenues increased to 4.7% in the three months ended March 31,
2000 from 4.6% in the three months ended March 31, 1999.
LOSS FROM CONTINUING OPERATIONS
Loss from continuing operations for the three months ended March 31,
2000 increased $0.7 million to $0.8 million from $0.1 million in the three
months ended March 31, 1999. The increase in loss from continuing operations in
the three months ended March 31, 2000 was primarily the result of an increases
in operating and advertising expenses of $1.4 million due to the Company's call
center and Internet operations which commenced operations in July 1999. This was
partially offset by operating income from the operation of 38 travel stores in
2000 that were acquired at various times throughout 1999 and an increase in
override commissions earned in 2000 of approximately $0.7 million. Loss from
continuing operations as a percentage of net revenues increased to 23.1% in the
three months ended March 31, 2000 from 2.9% in the three months ended March 31,
1999.
NET (LOSS) INCOME
Net loss for the three months ended March 31, 2000 was $0.8 million,
compared to net income of $1.4 million for the three months ended March 31,
1999, a decrease of $2.2 million. The decrease in net income is primarily the
result of an increase in the loss from continuing operations of $0.7 million, as
explained above, and a decrease in net income of $1.4 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 March 31, 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.
11
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LIQUIDITY AND CAPITAL RESOURCES
Continuing Operations
We primarily finance our continuing operations through the cash flow
generated from operations. In June 1996, we completed an initial public offering
and prior to that we received periodic contributions to capital by Banner
Holdings, Inc. ("Holdings") and related entities.
Net cash provided by continuing operations totaled $2.1 million during
the three months ended March 31, 2000. During this period the primary source of
net cash provided by operating activities was from changes in accrued expenses
and other current liabilities. Net cash used by continuing operations totaled
$0.2 million during the three months ended March 31, 1999. During this period
the primary source of net cash provided by operating activities was from changes
in accrued expenses and other current liabilities.
In the three months ended March 31, 2000, cash flows provided by the
operating activities of continuing operations totaled $2.6 million and funded
capital expenditures of $0.6 million. Net cash provided by continuing operations
totaled $2.1 million during the period ended March 31, 2000.
In the three months ended March 31, 1999, cash flows provided by the
operating activities of continuing operations totaled $2.4 million and together
with existing cash reserves, funded acquisitions of $2.3 million and capital
expenditures of $0.2 million. Net cash used by continuing operations totaled
$0.2 million during the three months ended March 31, 1999. Net cash provided by
discontinued operations totaled $2.8 million during the period ended March 31,
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 expires June 11,
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 Letters of Credit outstanding total $34.8 million at March 31, 2000
and are included in net assets of discontinued operations on the Condensed
Consolidated Balance Sheets.
The Company has not yet received a requested extension of the Line of
Credit from the banks. Should the Company not receive this extension, and the
banks demand payment upon the expiration of the Line of Credit, the Company
would be unable to pay its existing bank debts.
YEAR 2000 ISSUE
Subsequent to the end of 1999, the Company's continuing and discontinued
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 GDS 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
either its continuing or discontinued 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.
12
<PAGE> 13
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 and Latin America travel ; 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 regular 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 airline carriers. In
response to the cessation of Taesa, Mexicana and Aeromexico, which are
controlled by a common parent company, 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.
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
13
<PAGE> 14
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
May 15, 2000 /s/ Gary M. Cypres
---------------------
Gary M. Cypres
Chairman of the Board
May 15, 2000 /s/ Anthony S. Fortunato
------------------------
Anthony S. Fortunato
President
May 15, 2000 /s/ A. Keith Wall
------------------
A. Keith Wall
Chief Financial Officer
May 15, 2000 /s/ Wanda Anesh
----------------
Wanda Anesh
Controller
14
<PAGE> 15
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 7,338,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 5,459,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 78,354,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 73,000
<OTHER-SE> 71,236,000
<TOTAL-LIABILITY-AND-EQUITY> 78,354,000
<SALES> 0
<TOTAL-REVENUES> 3,322,000
<CGS> 0
<TOTAL-COSTS> 4,598,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,276,000)
<INCOME-TAX> (510,000)
<INCOME-CONTINUING> (766,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (766,000)
<EPS-BASIC> (0.11)
<EPS-DILUTED> (0.11)
</TABLE>
