FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended Commission File Number:
October 31, 1996 0-19133
FIRST CASH, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2237318
(State of Incorporation) (IRS Employers Identification
Number)
690 East Lamar Blvd., Suite 400
Arlington, Texas 76011
(Address of principal executive offices) (Zip Code)
(817)460-3947
(Registrant's telephone number, including area code)
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
--- ---
As of December 12, 1996, there were 3,734,121 shares of Company common stock,
par value $.01 per share ("Common Stock"), issued and outstanding.
Part I. Financial Information
Item 1. Financial Statements
<TABLE>
FIRST CASH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(in thousands, except share data)
October 31, July 31,
1996 1996
---- ----
(unaudited)
ASSETS
<S> <C> <C>
Cash and cash equivalents.............................. $ 503 $ 680
Service charges receivable............................. 1,885 1,783
Loans.................................................. 12,467 11,701
Inventories............................................ 10,444 8,772
Prepaid expenses and other current assets.............. 1,031 869
-------- --------
Total current assets.............................. 26,330 23,805
Property and equipment, net............................ 6,318 5,647
Intangible assets, net................................. 22,220 21,547
Other.................................................. 977 946
-------- --------
$ 55,845 $ 51,945
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of long-term debt and notes payable.... $ 755 $ 611
Accounts payable and accrued expenses.................. 2,845 1,672
Income taxes payable................................... 407 424
-------- --------
Total current liabilities......................... 4,007 2,707
Revolving credit facility.............................. 17,500 14,550
Long-term debt and notes payable,
net of current portion............................... 1,454 2,477
Debentures Due 1999.................................... 7,400 7,500
Debentures Due 2004.................................... 2,500 2,500
Deferred income taxes.................................. 1,748 1,628
-------- --------
34,609 31,362
-------- --------
Stockholders' equity:
Preferred stock; $.01 par value; 10,000,000 shares
authorized; no shares issued or outstanding......... - -
Common stock; $.01 par value; 20,000,000 shares
authorized; 4,190,080 and 4,168,459 shares issued,
respectively; 3,719,121 and 3,697,500 shares
outstanding, respectively........................... 42 42
Additional paid-in capital........................... 17,711 17,611
Retained earnings.................................... 5,748 5,195
Common stock held in treasury, at cost;
470,959 shares...................................... (2,265) (2,265)
-------- --------
21,236 20,583
-------- --------
$ 55,845 $ 51,945
======== ========
</TABLE>
The accompanying notes are an integral part
of these condensed consolidated financial statements.
<TABLE>
FIRST CASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
-------------------------------------------
(in thousands, except per share amounts)
Three Months Ended October 31,
1996 1995
---- ----
(unaudited)(unaudited)
<S> <C> <C>
Revenues:
Merchandise sales........................... $ 6,748 $ 5,616
Pawn service charges........................ 4,061 3,125
Other....................................... 71 19
-------- --------
10,880 8,760
-------- --------
Cost of goods sold and expenses:
Cost of goods sold.......................... 4,629 3,772
Operating expenses.......................... 3,610 2,910
Interest expense............................ 564 543
Depreciation................................ 162 140
Amortization................................ 155 139
Administrative expenses..................... 872 734
-------- --------
9,992 8,238
-------- --------
Income before income taxes....................... 888 522
Provision for income taxes....................... 335 209
-------- --------
Net income....................................... $ 553 $ 313
======== ========
Primary earnings per share....................... $ .13 $ .09
Fully diluted earnings per share................. $ .12 $ .09
</TABLE>
The accompanying notes are an integral part
of these condensed consolidated financial statements.
<TABLE>
FIRST CASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(in thousands)
Three Months Ended October 31,
1996 1995
---- ----
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income..................................... $ 553 $ 313
Adjustments to reconcile net income to
net cash used for operating activities:
Depreciation and amortization.............. 317 279
Changes in operating assets and liabilities,
net of effect of purchases of existing stores:
Service charges receivable................... (34) (16)
Inventories.................................. (1,656) (601)
Prepaid expenses and other assets............ (508) (319)
Accounts payable and accrued expenses........ 715 (2)
Current and deferred income taxes............ 103 (40)
-------- --------
Net cash flows from operating activities... (510) (386)
-------- --------
Cash flows from investing activities:
Net increase in loans.......................... (347) (86)
Purchases of property and equipment............ (39) (73)
Acquisition of existing pawnshops.............. (1,808) (259)
-------- --------
Net cash flows from investing activities... (2,194) (418)
-------- --------
Cash flows from financing activities:
Proceeds from debt............................. 4,850 3,250
Repayments of debt............................. (2,323) (2,190)
-------- --------
Net cash flows from financing activities... 2,527 1,060
-------- --------
Increase (decrease) in cash and cash equivalents.. (177) 256
Cash and cash equivalents at beginning
of the period.................................... 680 266
-------- --------
Cash and cash equivalents at end of the period.... $ 503 $ 522
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest................................... $ 589 $ 539
======== ========
Income taxes............................... $ 253 $ 240
======== ========
</TABLE>
The accompanying notes are an integral part
of these condensed consolidated financial statements.
FIRST CASH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(UNAUDITED)
Note 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements, including
the notes thereto, include the accounts of First Cash, Inc. and its wholly
owned subsidiaries, American Loan & Jewelry, Inc. and Famous Pawn, Inc. Such
unaudited consolidated financial statements are condensed and do not include
all disclosures and footnotes required by generally accepted accounting
principles for complete financial statements. Such interim period financial
statements should be read in conjunction with the Company's consolidated
financial statements which are included in the Company's 1996 Annual Report to
Stockholders. All significant intercompany accounts and transactions have
been eliminated in consolidation. The consolidated financial statements as of
October 31, 1996 and for the periods ended October 31, 1996 and 1995 are
unaudited, but in management's opinion, include all adjustments (consisting of
only normal recurring adjustments) considered necessary to present fairly the
financial position, results of operations and cash flows for such interim
periods. Operating results for the period ended October 31, 1996 are not
necessarily indicative of the results that may be expected for the full fiscal
year.
Note 2 - Earnings Per Share
Earnings per common share is calculated using the Modified Treasury Stock
Method as required by Accounting Principles Board Opinion No.15 ("APB 15"),
which requires a dual computation. The first computation divides net income
available to common shareholders by the weighted average shares of common
stock outstanding during the period. The second computation requires all
common stock equivalents, whether dilutive or anti-dilutive, be included in an
aggregate computation, however, the number of common shares assumed to be
repurchased into treasury is limited to 20% of the number of common shares
outstanding at the end of the period. The remaining excess proceeds are then
assumed to first retire outstanding debt, and second, to purchase certain
"risk-free" securities. Pursuant to APB 15, if the result of the aggregate
computation is dilutive, when compared to the first computation, its result
must be reported as earnings per share; otherwise, the result of the first
computation is reported. As a result of this computation, the proceeds from
the assumed exercise of common stock equivalents were assumed to be used to
repurchase 20% of the outstanding common shares at the average stock price
during the quarter and the remaining proceeds were used to retire debt and
invest in 5.25% securities. This increased adjusted net income by $263,000
and increased the share count by 2,690,000 shares. Thus, the adjusted net
income and share count used in computing primary earnings per share were
$816,000 and 6,409,000, respectively. For purposes of calculating primary
earnings per share, convertible debentures are not included as they are not
considered common stock equivalents. Fully diluted earnings per share is
calculated in a similar manner except that all convertible debentures are also
included in this computation and the higher of the closing stock price or
average stock price for the quarter is used. Fully diluted earnings per
share's adjusted net income increased $435,000 and the share count increased
4,790,000. Thus, the adjusted net income and share count used in computing
fully diluted earnings per share were $988,000 and 8,509,000, respectively.
For the first quarter of fiscal 1996, the result of the Modified Treasury
Stock Method was not dilutive for primary and fully diluted earnings per
share, therefore primary and fully diluted earnings per share were the same
and were based on a weighted average share count of 3,659,000 shares.
Note 3 - Revolving Credit Facility
The Company maintains a $20,000,000 long-term line of credit with a major
commercial bank (the "Credit Facility"). During the first quarter of fiscal
1997, the Company amended its Credit Facility to extend its scheduled maturity
and to lower the interest rates charged on amounts outstanding under such
Credit Facility. The Credit Facility bears interest at the prevailing LIBOR
rate plus one and three-quarters percent, and matures in December 1998. The
Credit Facility allows the Company to borrow funds based upon 80% of loans and
service charges receivable and 60% of inventory of the Company. As of October
31, 1996, $17,500,000 was drawn under this Credit Facility and an additional
$248,000 was available to the Company pursuant to the available borrowing
base. The Credit Facility requires that interest be paid monthly with the
principal due upon maturity. It is secured by substantially all of the
Company's assets. Under the terms of the Credit Facility, the Company is
required to maintain certain financial ratios and comply with certain
technical covenants. The Company was in compliance with these requirements
and covenants during the first quarter of fiscal 1997.
Note 4 - Business Acquisitions
In September and October 1996, the Company acquired four individual
stores in its Mid-Atlantic division. These acquisitions were financed with
proceeds from the Company's Credit Facility and acquisition term notes
provided by the Company's primary lender.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
GENERAL
- -------
The Company's revenues are derived primarily from service charges on pawn
loans and the sale of unredeemed goods, or "merchandise sales". Loans are
made for a 30-day term with an automatic extension of 60 days in Texas, 30
days in Oklahoma and 15 days in Maryland. Loans made in Washington, D.C. are
made for 120 days with no automatic extension. All loans are collateralized
by tangible personal property placed in the custody of the Company. The
annualized service charge rates on the loans are set by state laws and range
between 12% and 240% in Texas and 36% and 240% in Oklahoma, depending on the
amount of the loan. Service charge rates are 144% on an annualized basis in
Maryland, with a minimum service charge of $6 per month. In Washington,
D.C., loans up to $40 bear a flat $5 charge per month, while loans over $40
bear a 60% annualized rate. In its Texas stores, the Company recognizes
service charges at the inception of the loan at the lesser of the statutory
amount for the initial 30-day term or $15, in accordance with state law. In
Oklahoma, Maryland and Washington, D.C., the Company recognizes service
charges at the inception of the loan at the amount allowed by law for the
first 30 days. Pawn service charge income applicable to the remaining term
and/or extension period is not recognized until the loan is repaid or renewed.
If a loan is not repaid prior to the expiration of the automatic extension
period, the property is forfeited to the Company and held for resale.
As a result of the Company's policy of accruing pawn service charges only
for the initial 30-day term, unredeemed merchandise is transferred to
inventory at a value equal to the loan principal plus one-month's accrued
interest. The Company's accounting policy defers recognition of an amount of
income equal to the amount of pawn service charges relating to the remaining
term and/or extension period until the loan is repaid, renewed, or until the
merchandise is resold. As a result of this policy, the Company's annualized
loan yield is lower than certain of its publicly traded competitors.
Conversely, this revenue recognition policy results in inventory being
recorded at a lower value, which results in realization of a larger gross
profit margin on merchandise sales than would be realized by certain of its
publicly traded competitors, which lessens the risk that the inventory's cost
will exceed its realizable value when sold. However, if the pawn loan is
repaid or renewed, or if the forfeited merchandise is resold, the amount of
income which would be recognized by the Company or certain of its publicly
traded competitors would be the same over time.
Although the Company has had significant increases in revenues due to
acquisitions and store openings, the Company has also incurred increases in
operating expenses attributable to the additional stores and increases in
administrative expenses attributable to establishing a management team and
supporting personnel associated with the Company's growth. Operating expenses
consist of all items directly related to the operation of the Company's
stores, including salaries and related payroll costs, rent, utilities,
equipment depreciation, advertising, property taxes, licenses, supplies and
security. Administrative expenses consist of items relating to the operation
of the corporate office, including the salaries of corporate officers, area
supervisors and other management, accounting and administrative costs,
liability and casualty insurance, outside legal and accounting fees and
stockholder-related expenses.
RESULTS OF OPERATIONS
- ---------------------
Three months ended October 31, 1996 compared to the three months ended
October 31, 1995
- ----------------------------------------------------------------------
Total revenues increased 24% to $10,880,000 for the three month period
ended October 31, 1996 ("the First Quarter of Fiscal 1997") as compared to
$8,760,000 for the three month period ended October 31, 1995 ("the First
Quarter of Fiscal 1996"). The increase resulted from $1,338,000 of revenues
generated by the 12 stores which were opened or acquired on or subsequent to
August 1, 1995 (net of one store consolidated), and an increase of $782,000
for the 42 stores which were in operation during all of the First Quarter of
Fiscal 1996 and the First Quarter of Fiscal 1997. Of the $2,120,000 increase
in total revenues, 53%, or $1,132,000, was attributable to increased
merchandise sales, 44%, or $936,000, was attributable to increased pawn
service charges, and the remaining increase of $52,000 was attributable to an
increase in other income, relating primarily to management fee income. As a
percentage of total revenues, merchandise sales decreased from 64% to 62%,
pawn service charges increased from 36% to 37%, and other income increased to
1% during the First Quarter of Fiscal 1997 as compared to the First Quarter of
Fiscal 1996. The gross profit as a percentage of merchandise sales decreased
from 33% during the First Quarter of Fiscal 1996 to 31% during the First
Quarter of Fiscal 1997. This decrease in the Company's gross profit margin on
merchandise sales was primarily the result of (1) the Company's planned
efforts to increase retail sales and improve inventory turnover through price
reductions, and (2) increased jewelry scrap sales, which generally yield a
significantly lower margins than the Company's regular retail sales, but
improves the Company's liquidity.
The aggregate loan balance increased 34% from $9,292,000 as of October
31, 1995 to $12,467,000 as of October 31, 1996. Of the $3,175,000 increase,
$1,192,000 was attributable to the addition of 11 stores acquired subsequent
to October 31, 1995. The remaining increase was attributable to increases in
aggregate loan balances of $1,983,000 at the 43 stores in operation at both
October 31, 1995 and October 31, 1996.
Operating expenses increased 24% to $3,610,000 during the First Quarter
of Fiscal 1997 compared to $2,910,000 during the First Quarter of Fiscal 1996,
primarily as a result of the addition of the 12 stores subsequent to August 1,
1995. Administrative expenses increased 19% to $872,000 during the First
Quarter of Fiscal 1997 compared to $734,000 during the First Quarter of Fiscal
1996, primarily due to the addition of supervisory staff and other overhead
related to the above-mentioned 12 stores acquired. Interest expense increased
from $543,000 in the First Quarter of Fiscal 1996 to $564,000 in the First
Quarter of Fiscal 1997. This increase represents the net of (1) borrowings
utilized to fund the Company's acquisitions and (2) interest expense savings
as a result of reductions in the interest rates charged on the Company's
outstanding debt.
For the First Quarter of Fiscal 1997 and the First Quarter of Fiscal
1996, the Company's tax provisions of 38% and 40%, respectively, of income
before income taxes differed from the statutory federal rate of 34% primarily
due to state income taxes, net of the federal tax benefit.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's operations and acquisitions during the past three years
have been financed with funds generated from operations, bank borrowings,
seller-financed indebtedness, and the private placement of convertible
debentures in April and May of 1994.
The Company maintains a $20,000,000 long-term line of credit with a major
commercial bank (the "Credit Facility"). During the First Quarter of Fiscal
1997, the Company amended its Credit Facility to extend its scheduled maturity
and to lower the interest rates charged on amounts outstanding under such
Credit Facility. The Credit Facility bears interest at the prevailing LIBOR
rate plus one and three-quarters percent, and matures in December 1998. The
Credit Facility allows the Company to borrow funds based upon 80% of loans and
service charges receivable and 60% of inventory of the Company. As of October
31, 1996, $17,500,000 was drawn under this Credit Facility and an additional
$248,000 was available to the Company pursuant to the available borrowing
base. The Credit Facility requires that interest be paid monthly with the
principal due upon maturity. It is secured by substantially all of the
Company's assets. Under the terms of the Credit Facility, the Company is
required to maintain certain financial ratios and comply with certain
technical covenants. The Company was in compliance with these requirements
and covenants during the First Quarter of Fiscal 1997 and as of December 12,
1996.
In September and October 1996, the Company acquired four individual
stores in its Mid-Atlantic division. These acquisitions were financed with
proceeds from the Company's Credit Facility and acquisition term notes
provided by the Company's primary lender.
As of October 31, 1996, the Company's primary sources of liquidity were
$503,000 in cash and cash equivalents, $1,885,000 in service charges
receivable, $12,467,000 in loans, $10,444,000 in inventories, and the $248,000
available under the Company's Credit Facility. The Company had working
capital as of October 31, 1996 of $22,323,000 and a total liabilities to
equity ratio of 1.63 to 1.
Net cash used for operating activities for the Company during the First
Quarter of Fiscal 1997 was $510,000 as compared with net cash used for
operating activities of $386,000 during the First Quarter of Fiscal 1996. Net
cash used for investing activities during the First Quarter of Fiscal 1997 was
$2,194,000 as compared with $418,000 used for investing activities during the
First Quarter of Fiscal 1996. Net cash provided by financing activities of
$2,527,000 during the First Quarter of Fiscal 1997 and $1,060,000 during the
First Quarter of Fiscal 1996, relates primarily to net borrowings under the
Company's Credit Facility.
The profitability and liquidity of the Company are affected by the amount
of loans outstanding, which is controlled in part by the Company's loan
decisions. The Company is able to influence the frequency of forfeiture of
collateral by increasing or decreasing the amount loaned in relation to the
resale value of the pledged property. Tighter credit decisions generally
result in smaller loans in relation to the estimated resale value of the
pledged property and can thereby decrease the Company's aggregate loan balance
and, consequently, decrease pawn service charges. Additionally, small loans
in relation to the pledged property's estimated sale value tend to increase
loan redemptions and improve the Company's liquidity. Conversely, providing
larger loans in relation to the estimated sale value of the pledged property
can result in an increase in the Company's pawn service charge income. Also
larger average loan balances can result in an increase in loan forfeitures,
which increases the quantity of goods on hand and, unless the Company
increases inventory turnover, reduces the Company's liquidity. In each of the
Company's last three fiscal years, at least 70% of the amounts loaned were
either paid in full or renewed. The Company's renewal policy allows customers
to renew pawn loans for an additional 30 days plus the 60-day automatic
extension period by repaying all accrued interest on such pawn loans. In
addition to these factors, the Company's liquidity is affected by merchandise
sales and the pace of store expansions.
Management believes that its Credit Facility, acquisition related term
debt, current assets, and cash generated from operations will be sufficient to
accommodate the Company's current operations for at least the next 12 months.
The Company has no significant capital commitments as of December 12, 1996.
The Company currently has no written commitments for additional borrowings or
future acquisitions; however, the Company intends to continue to grow and will
likely seek additional capital to facilitate expansion. The Company will
evaluate acquisitions, if any, based upon opportunities, acceptable financing,
purchase price, strategic fit and qualified management personnel.
The Company intends to continue to engage in a plan of expansion through
existing store acquisitions and new store openings. While the Company
continually looks for, and is presented with, potential acquisition
candidates, the Company has not reached any definitive agreement for the
acquisition of any stores as of December 12, 1996. The Company has no
immediate plans to open any other new stores. If the Company encounters an
attractive acquisition opportunity or the opportunity to open a new store in
the near future, the Company will seek additional financing, the terms of
which will be negotiated on a case-by-case basis. In September and October
1996, the Company acquired four individual stores in its Mid-Atlantic
division. These acquisitions were financed with proceeds from the Company's
Credit Facility and acquisition term notes provided by the Company's primary
lender.
FORWARD LOOKING INFORMATION
- ---------------------------
Certain portions of this report contain forward-looking statements,
particularly the portion captioned "Liquidity and Capital Resources". Factors
such as changes in regional or national economic or competitive conditions,
changes in government regulations, changes in regulations governing pawn
service charges, unforeseen litigation, changes in interest rates or tax
rates, future business decisions and other uncertainties may cause results to
differ materially from those anticipated by some of the statements made in
this report. Such factors are difficult to predict and many are beyond the
control of the Company.
PART II. OTHER INFORMATION
---------------------------
ITEM 4. Submission of matters to a vote of Security holders
ITEM 6. Exhibits and Reports on Form 8-K
27.0 Financial Date Schedules.
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.
Dated: December 12, 1996 FIRST CASH, INC.
----------------
(Registrant)
PHILLIP POWELL RICK L. WESSEL
- -------------- --------------
Phillip Powell, Chairman of Rick L. Wessel, Chief Accounting
the Board and Chief Executive Officer
Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS AND CONDENSED CONSOLIDATED STATEMENTS OF
INCOME FOUND IN THE COMPANY'S FORM 10-Q FOR THE YEAR TO DATE, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> OCT-31-1996
<CASH> 503
<SECURITIES> 0
<RECEIVABLES> 14352
<ALLOWANCES> 0
<INVENTORY> 10444
<CURRENT-ASSETS> 26330
<PP&E> 8537
<DEPRECIATION> 2219
<TOTAL-ASSETS> 55845
<CURRENT-LIABILITIES> 4007
<BONDS> 0
0
0
<COMMON> 42
<OTHER-SE> 21194
<TOTAL-LIABILITY-AND-EQUITY> 55845
<SALES> 6748
<TOTAL-REVENUES> 10880
<CGS> 4629
<TOTAL-COSTS> 4629
<OTHER-EXPENSES> 4799
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 564
<INCOME-PRETAX> 888
<INCOME-TAX> 335
<INCOME-CONTINUING> 553
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 553
<EPS-PRIMARY> .13
<EPS-DILUTED> .12
</TABLE>
