<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___TO___
COMMISSION FILE NUMBER 0-20774
ACE CASH EXPRESS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-2142963
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1231 GREENWAY DRIVE, SUITE 800
IRVING, TEXAS 75038
(Address of principal executive offices)
(972) 550-5000
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year, if changed since last
report)
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 _____
--------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of November 2, 1998
----- ----------------------------------
Common Stock 9,939,631 shares
<PAGE>
ACE CASH EXPRESS, INC.
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE NO.
<S> <C>
Item 1. Interim Consolidated Financial Statements:
Consolidated Balance Sheets as of
September 30, 1998, and June 30, 1998 3
Interim Unaudited Consolidated Statements of Earnings for the
Three Months Ended September 30, 1998 and 1997 4
Interim Unaudited Consolidated Statements of Cash Flows
for the Three Months Ended September 30, 1998 and 1997 5
Notes to Interim 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 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS
ACE CASH EXPRESS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
------------ ------------
1998 1998
------------ ------------
(unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 61,213 $ 60,168
Accounts and notes receivable, net 9,382 8,857
Prepaid expenses 531 565
Inventories 1,738 2,449
Property and equipment, net 26,758 25,852
Covenants not to compete, net 2,105 2,254
Excess of purchase price over fair value of assets acquired,
net 32,692 29,932
Other assets 5,087 4,558
------------ ------------
$ 139,506 $ 134,635
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Money order principal payable $ 30,740 $ 47,486
Senior secured notes payable 20,677 20,226
Revolving advances from money order supplier 16,861 1,932
Accounts payable and accrued liabilities 12,664 11,385
Notes payable 595 228
Term advances from money order supplier 10,648 7,073
Other liabilities 7,262 7,354
Commitments and contingencies
Shareholders' equity:
Preferred stock, $1 par value, 1,000,000 shares authorized,
none issued and outstanding - -
Common stock, $.01 par value, 20,000,000 shares authorized,
9,937,781 and 9,882,161 shares issued and outstanding,
respectively 99 99
Additional paid-in capital 20,932 20,620
Retained earnings 19,028 18,232
------------ ------------
Total shareholders' equity 40,059 38,951
------------ ------------
$ 139,506 $ 134,635
============ ============
</TABLE>
See notes to the interim consolidated financial statements.
3
<PAGE>
ACE CASH EXPRESS, INC. AND SUBSIDIARIES
INTERIM UNAUDITED
CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
----------------------------------------
1998 1997
------------------ ------------------
(in thousands, except per share data)
<S> <C> <C>
Revenues $ 26,023 $ 21,694
Store expenses:
Salaries and benefits 7,162 6,167
Occupancy 4,322 3,721
Depreciation 1,108 961
Other 6,129 4,698
-------- --------
Total store expenses 18,721 15,547
-------- --------
Store gross margin 7,302 6,147
Region expenses 2,188 2,041
Headquarters expenses 1,563 1,495
Franchise expenses 240 212
Other depreciation and amortization 973 862
Interest expense, net 651 497
Other expenses 361 31
-------- --------
Income before income taxes 1,326 1,009
Income taxes 530 399
-------- --------
Net income $ 796 $ 610
======== ========
Basic earnings per share $ .08 $ .06
======== ========
Weighted average number of common shares
outstanding - basic EPS 9,935 9,693
======== ========
Diluted earnings per share $ .08 $ .06
======== ========
Weighted average number of common and dilutive
shares outstanding - diluted EPS 10,284 10,157
======== ========
</TABLE>
See notes to the interim consolidated financial statements.
4
<PAGE>
ACE CASH EXPRESS, INC. AND SUBSIDIARIES
INTERIM UNAUDITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
------------------------
1998 1997
---------- ----------
(in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 796 $ 610
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 2,081 1,823
Deferred revenue (486) (305)
Changes in assets and liabilities:
Accounts and notes receivable, net (525) 312
Prepaid expenses 34 (87)
Inventories 711 239
Other assets (218) (204)
Accounts payable and other liabilities 2,124 (1,578)
---------- ----------
Net cash provided by operating activities 4,517 810
Cash flows from investing activities:
Purchases of property and equipment, net (1,644) (1,496)
Cost of net assets acquired (4,265) (1,454)
---------- ----------
Net cash used by investing activities (5,909) (2,950)
Cash flows from financing activities:
Net borrowings from (repayments to) money order supplier (1,817) 242
Term advances from money order supplier 4,100 --
Payment of term advances from money order supplier (525) (446)
Net borrowings (payments) of acquisition-related
notes payable 367 (280)
Proceeds from stock options exercised 312 --
---------- ----------
Net cash provided (used) by financing activities 2,437 (484)
---------- ----------
Net increase (decrease) in cash and cash equivalents 1,045 (2,624)
Cash and cash equivalents, beginning of period 60,168 55,494
---------- ----------
Cash and cash equivalents, end of period $ 61,213 $ 52,870
========== ==========
Supplemental disclosures of cash flows information:
Interest paid $ 189 $ 202
Income taxes paid 645 58
</TABLE>
See notes to the interim consolidated financial statements.
5
<PAGE>
ACE CASH EXPRESS, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying condensed unaudited interim consolidated financial
statements of Ace Cash Express, Inc. (the "Company" or "ACE") and its
subsidiaries have been prepared in accordance with generally accepted accounting
principles for interim financial information and the rules and regulations of
the Securities and Exchange Commission. They do not include all information and
footnotes required by generally accepted accounting principles for complete
financial statements. Although management believes that the disclosure is
adequate to prevent the information from being misleading, the interim
consolidated financial statements should be read in conjunction with the
Company's audited financial statements in its Annual Report on Form 10-K filed
with the Securities and Exchange Commission. In the opinion of Company
management, all adjustments, consisting of normal recurring accruals
considered necessary for a fair presentation, have been included.
Certain prior period accounts have been reclassified to conform to the
current year's presentation.
ACQUISITIONS
In September 1998, the Company acquired the assets of 14 stores in Arizona,
California, and Nevada, including all the outstanding common stock of Q. C. & G.
Financial, Inc., for approximately $3.9 million. As a condition of this
purchase, the seller agreed not to compete with the Company for three years.
The acquisition has been accounted for using the purchase method of accounting.
Covenants not to compete were valued at contractually agreed upon amounts, which
management believes correspond to fair value.
6
<PAGE>
ACE CASH EXPRESS, INC. AND SUBSIDIARIES
SUPPLEMENTAL STATISTICAL DATA
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED JUNE 30,
-------------------- --------------------------------
1998 1997 1998 1997 1996
-------- -------- --------- --------- --------
(unaudited)
<S> <C> <C> <C> <C> <C>
COMPANY OPERATING AND STATISTICAL DATA:
Company-owned stores in operation:
Beginning of period 683 617 617 544 452
Acquired 17 7 15 46 69
Opened 30 5 62 45 33
Closed (7) (6) (11) (18) (10)
------ ------ ------ ------ ------
End of period 723 623 683 617 544
====== ====== ====== ====== ======
Percentage increase in
comparable store revenues from
prior period (1) 12.3% 6.1% 6.9% 6.3% 4.7%
Capital expenditures
(in thousands) $1,644 $1,496 $ 5,742 $ 4,868 $ 3,435
Cost of net assets acquired
(in thousands) $4,265 $1,454 $ 4,708 $10,766 $14,432
- ---------------------------------------------------------------------------------------------------------
OPERATING DATA:
Face amount of checks cashed (in
millions) $ 733 $ 653 $ 2,898 $ 2,621 $ 2,144
Face amount of money orders
sold (in millions) $ 483 $ 439 $ 1,849 $ 1,812 $ 1,531
Face amount of money orders
sold as a percentage of the face
amount of checks cashed 66.0% 67.2% 63.8% 69.1% 71.4%
Face amount of average check $ 300 $ 286 $ 305 $ 291 $ 285
Average fee per check $ 6.73 $ 6.58 $ 7.26 $ 6.97 $ 6.81
Fee as a percentage of average check 2.2% 2.3% 2.4% 2.4% 2.4%
Number of checks cashed
(in thousands) 2,438 2,283 9,496 9,020 7,535
Number of money orders sold
(in thousands) 3,591 3,388 14,146 13,608 11,835
- ---------------------------------------------------------------------------------------------------------
COLLECTIONS DATA:
Face amount of returned checks
(in thousands) $2,688 $2,618 $10,193 $10,399 $ 8,661
Collections (in thousands) 1,660 1,519 6,301 6,554 5,004
------ ------ ------- ------- -------
Net write-offs (in thousands) $1,028 $1,099 $ 3,892 $ 3,845 $ 3,657
====== ====== ======= ======= =======
Collections as a percentage of
returned checks 61.8% 58.0% 61.8% 63.0% 57.8%
Net write-offs as a percentage of
revenues 4.0% 5.1% 3.9% 4.4% 5.3%
Net write-offs as a percentage of
the face amount of checks cashed .14% .17% .13% .15% .17%
</TABLE>
(1) Calculated based on the change in revenues of all stores open for both
of the full year and three month periods compared.
7
<PAGE>
ACE CASH EXPRESS, INC. AND SUBSIDIARIES
SUPPLEMENTAL STATISTICAL DATA, CONTINUED
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED JUNE 30,
-------------------- ---------------------
1998 1997 1998 1997
-------- -------- --------- ---------
(unaudited)
<S> <C> <C> <C> <C>
CONSUMER LOANS (PAY DAY LOANS):
OPERATING DATA:
Volume (in thousands) $26,916 $13,202 $69,182 $39,336
Average advance $ 197 $ 153 $ 177 $ 147
Average finance charge $ 29.40 $ 25.81 $ 27.51 $ 25.03
Number of loans made
(in thousands) 119 74 338 229
COLLECTIONS DATA:
Charge-offs (in thousands) $ 1,902 $ 720 $ 3,761 $ 2,307
Recoveries (in thousands) 763 313 1,954 1,124
------- ------ ------- -------
Net charge-offs (in thousands) $ 1,139 $ 407 $ 1,807 $ 1,183
======= ====== ======= =======
Charge-offs as a percentage of
pay day loan volume 7.1% 5.5% 5.4% 5.9%
Recoveries as a percentage of
charge-offs 40.1% 43.4% 52.0% 48.7%
Net charge-offs as a percentage
of pay day loan revenue 32.6% 22.0% 19.5% 20.7%
Net charge-offs as a percentage
of pay day loan volume 4.2% 3.1% 2.6% 3.0%
</TABLE>
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
REVENUE ANALYSIS
- ----------------------------------------------------------------------------------------------
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------------------
1998 1997 1998 1997
-------- -------- -------- --------
($ IN THOUSANDS) (PERCENTAGE OF REVENUE)
<S> <C> <C> <C> <C>
Check cashing fees $ 16,199 $ 14,809 62.3% 68.3%
Loan fees and interest 3,748 1,970 14.4 9.1
Tax check fees 202 210 0.8 1.0
Money transfer services 1,596 1,435 6.1 6.6
Bill payment services 1,722 693 6.6 3.2
Money order sales 738 692 2.8 3.2
New customer fees 545 541 2.1 2.5
Franchise revenues 496 488 1.9 2.2
Other fees 777 856 3.0 3.9
-------- -------- -------- --------
Total revenue $ 26,023 $ 21,694 100.0% 100.0%
======== ======== ======== ========
Average revenue per store $ 36.3 $ 34.2
</TABLE>
Total revenues increased $4.3 million, or 20%, to $26.0 million in the first
quarter of fiscal 1999 from the $21.7 million in the first quarter of the last
fiscal year. This revenue growth resulted, in part, from a $2.5 million, or
12.3%, increase in comparable store revenues (600 stores). The balance of the
increase came from stores which were opened or acquired after June 30, 1997,
and were therefore not open for both of the full periods compared. The number
of Company-owned stores increased by 100, or 16%, from 623 stores open at
September 30, 1997, to 723 stores open at September 30, 1998. The increase in
total check cashing fees accounted for 32% of the total revenue increase, the
increase in loan fees and interest accounted for 41% of the total revenue
increase, and the increase in bill payment services accounted for 24% of the
total revenue increase. Check cashing fees increased $1.4 million, or 9%, from
the $15.0 million in the first quarter of the last fiscal year to $16.4 million
in the first quarter of fiscal 1999. This increase resulted from a 7% increase
in the total number of checks cashed and a 2% increase in the average fee per
check due to the increase in the average size check.
Loan fees and interest increased $1.8 million, or 90%, as a result of an
increase in the number of stores offering the Company's loan products to 328
stores at September 30, 1998, as compared to 229 at September 30, 1997. Bill
payment services increased $1.0 million, or 148%, principally as a result of
new bill payment contracts with payees.
9
<PAGE>
<TABLE>
<CAPTION>
STORE EXPENSE ANALYSIS
- ----------------------------------------------------------------------------------------------
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------------------
1998 1997 1998 1997
-------- -------- -------- --------
($ IN THOUSANDS) (PERCENTAGE OF REVENUE)
<S> <C> <C> <C> <C>
Salaries and benefits $ 7,162 $ 6,167 27.5% 28.4%
Occupancy 4,322 3,721 16.6 17.2
Armored and security 1,186 957 4.6 4.4
Returns and cash shorts 1,729 1,596 6.6 7.3
Loan losses 1,139 407 4.4 1.9
Depreciation 1,108 961 4.2 4.4
Other 2,075 1,738 8.0 8.0
------- ------- ----- -----
Total store expense $18,721 $15,547 71.9% 71.6%
======= ======= ===== =====
Average per store expense $ 26.6 $ 25.1
</TABLE>
Total store expenses increased $3.2 million, or 20%, to $18.7 million in the
first quarter of fiscal 1999 from $15.5 million in the first quarter of the
last fiscal year. Total store expenses increased slightly as a percentage of
revenues to 71.9% in the first quarter of fiscal 1999 from 71.6% in the first
quarter of the last fiscal year. Salaries and benefits, occupancy costs, and
armored and security expenses combined increased $1.8 million, or 17%,
primarily as a result of the increased number of stores in operation. Returned
checks, net of collections, and cash shortages increased $0.1 million, but
decreased as a percentage of revenues to 6.6% in the first quarter of fiscal
1999 from 7.3% in the first quarter of fiscal 1998.
Loan losses increased $0.7 million in the first quarter of fiscal 1999,
compared to the first quarter of fiscal 1998, as a result of an increase in the
volume of loans made, an increase in the average size loan made, and a decrease
in collections as a percentage of loans made.
<TABLE>
<CAPTION>
OTHER EXPENSES ANALYSIS
- ----------------------------------------------------------------------------------------------
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------------------
1998 1997 1998 1997
-------- -------- -------- --------
($ IN THOUSANDS) (PERCENTAGE OF REVENUE)
<S> <C> <C> <C> <C>
Region expenses $ 2,188 $ 2,041 8.4% 9.4%
Headquarters expenses 1,563 1,495 6.0 6.9
Franchise expenses 240 212 0.9 1.0
Other depreciation and amortization 973 862 3.7 4.0
Interest expense, net 651 497 2.5 2.3
Other expenses 361 31 1.4 0.1
</TABLE>
Region Expenses
Region expenses increased $0.1 million, or 7%, in the first quarter of fiscal
1999 over the first quarter of the last fiscal year. Region expenses decreased
as a percentage of revenues, from 9.4% in the first quarter of the last fiscal
year to 8.4% in the first quarter of fiscal 1999.
Headquarters Expenses
Headquarters expenses increased $0.1 million, or 4%, in the first quarter of
fiscal 1999 over the first quarter of the last fiscal year. Headquarters
expenses decreased as a percentage of revenues from 6.9% in the first quarter
of the last fiscal year to 6.0% in the first quarter of fiscal 1999.
Franchise Expenses
Franchise expenses remained relatively unchanged for the first quarter of
fiscal 1999 compared to the first quarter of the last fiscal year.
10
<PAGE>
Other Depreciation and Amortization
Other depreciation and amortization increased $0.1 million, or 13%, in the
first quarter of fiscal 1999 from the first quarter of the last fiscal year,
principally due to increased amortization of intangibles (goodwill and
non-competition agreements) related to the 20 stores acquired during the first
quarter of fiscal 1999 and the fourth quarter of fiscal 1998.
Interest Expense
Interest expense, net of interest income, increased $0.2 million, or 31% in the
first quarter of fiscal 1999 compared to the first quarter of the last fiscal
year.
Other Expenses
Other expenses increased $0.3 million in the first quarter of fiscal 1999
compared to the first quarter of fiscal 1998. Other expenses for the first
quarter of fiscal 1999 include approximately $0.2 million store closing costs
and $0.125 million incurred to address the Company's Year 2000 Issue.
Income Taxes
A total of $0.5 million was provided for income taxes in the first quarter of
fiscal 1999, up from $0.4 million in the first quarter of the last fiscal year.
The provision for income taxes was calculated based on a statutory federal
income tax rate of 34%, plus a provision for state income taxes and
non-deductible goodwill resulting from acquisitions. The effective income tax
rate was 40.0% for the first quarter of fiscal 1999 and 39.5% for the first
quarter of the last fiscal year.
BALANCE SHEET VARIATIONS
Cash and cash equivalents, the money order principal payable, and the revolving
advances from Integrated Payment Systems Inc. (the "Money Order Supplier") vary
because of seasonal and day-to-day requirements resulting from maintaining cash
for cashing checks and making loans, receipts of cash from the sale of money
orders, loan volume, and remittances on money orders sold. For the three
months ended September 30, 1998, cash and cash equivalents increased $1.0
million, compared to a decrease of $2.6 million for the three months ended
September 30, 1997.
Net property and equipment increased $0.9 million, and the excess purchase
price over the fair value of net assets acquired increased $2.8 million, as a
result of the 17 stores acquired and the 30 stores opened during the three
months ended September 30, 1998, offset by related depreciation and
amortization. Accounts and notes receivable increased $0.5 million, primarily
due to an increase in the receivable for post-dated checks. Accounts payable
and accrued liabilities and other liabilities increased $2.1 million, primarily
due to certain accruals, including interest and taxes payable, less deferred
revenue recognition of $0.5 million related to MoneyGram bonuses and
incentives.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows from Operating Activities
During the three months ended September 30, 1998 and 1997, the Company had net
cash provided by operating activities of $4.5 million and $0.8 million,
respectively.
Cash Flows from Investing Activities
During the three months ended September 30, 1998 and 1997, the Company used
$1.6 million and $1.5 million, respectively, for purchases of property and
equipment related principally to new store openings and remodeling existing
stores. Capital expenditures related to acquisitions amounted to $4.3 million
and $1.5 million, respectively, for the three months ended September 30, 1998
and 1997.
Cash Flows from Financing Activities
Net cash provided by financing activities for the three months ended September
30, 1998, was $2.4 million. During the three months ended September 30, 1998,
the Company increased its Term Advances by $4.1 million, to fund the
acquisition of 14 stores in Arizona, California, and Nevada, and repaid its
Term Advances by $0.5 million through regularly scheduled principal payments.
In addition, the Company repaid the Money Order Supplier $1.8 million of
revolving advances, increased its acquisition-related notes payable to sellers
by $0.4 million, and received $0.3 million for the exercise of stock options
during the three months ended September 30, 1998. Net cash used by financing
activities for the three months ended September 30, 1997, was $0.5 million.
11
<PAGE>
In July 1998, the Company entered into a credit agreement ("Agreement") with a
syndicate of banks, led by Wells Fargo Bank (Texas), National Association.
This Agreement provides a senior secured credit facility of $125 million of
financing to the Company. The Agreement will be available at the commencement
of the new money order agreement with Travelers Express Company, Inc., which is
expected to be on or near January 1, 1999. The contemplated credit facilities
consist of a revolving line-of-credit facility of $90 million and a term-loan
facility of $35 million. The revolving line-of-credit facility will in effect
replace the deferred money order remittances and revolving advances now
obtained and used by the Company under the existing money order agreement, and
the term-loan facility will replace the Term Advance facility under the
existing money order agreement. The new credit facilities are described more
fully in the Company's audited financial statements in its Annual Report on
Form 10-K filed with the Securities and Exchange Commission.
YEAR 2000 ISSUE UPDATE
The "Year 2000 Issue" is described more fully in the Company's audited
financial statements in its Annual Report on Form 10-K filed with the
Securities and Exchange Commission. The Company continues to believe that
software and hardware associated with the Year 2000 Issue can be modified or
replaced with upgraded or new software at a cost that will not be material to
the Company's operation or financial condition. The Company estimates the
total costs of addressing its Year 2000 Issue will be approximately $0.25
million, and the Company has incurred costs of $0.125 million through September
30, 1998. The Company still plans to complete the necessary modification and
replacement of its software and hardware to address the Year 2000 Issue by the
end of fiscal 1999.
OPERATING TRENDS
Seasonality
The Company's business is seasonal to the extent of the impact of cashing tax
refund checks and two other tax-related services--electronic tax filing and
processing applications for refund anticipation loans. The impact of these
services is in the third and fourth quarters of the Company's fiscal year.
Impact of Inflation
Management believes the Company's results of operations are not dependent upon
the levels of inflation.
FORWARD-LOOKING STATEMENTS
This Report may contain, and from time to time the Company or certain of its
representatives may make, "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements are generally
identified by the use of words such as "anticipate," "expect," "estimate,"
"believe," "intend," and terms with similar meanings. Although the Company
believes that the current views and expectations reflected in these
forward-looking statements are reasonable, those views and expectations, and
the related statements, are inherently subject to risks, uncertainties, and
other factors, many of which are not under the Company's control and may not
even be predictable. Those risks, uncertainties, and other factors could cause
the actual results to differ materially from those reflected in the forward-
looking statements. Those risks, uncertainties, and factors include, but are
not limited to, the following matters described in the Company's Annual Report
on Form 10-K filed with the Securities and Exchange Commission: the Company's
relationships with the Money Order Supplier and with the supplier of MoneyGram
services; governmental regulation of the check-cashing industry; theft and
employee errors; the availability of suitable locations, acquisition
opportunities, adequate financing, and experienced management employees to
implement the Company's growth strategy; the fragmentation of the check-cashing
industry and the competition from various other sources, such as banks, savings
and loans, and other financial services entities, as well as retail businesses
that offer products and services offered by the Company; and customer demand
and response to products and services offered by the Company. The Company
expressly disclaims any obligations to release publicly any updates or
revisions to these forward-looking statements to reflect any change in its
views or expectations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
12
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 * Financial Data Schedule (EDGAR version only)
--------------
* Filed herewith
(b) Reports on Form 8-K
None
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.
ACE CASH EXPRESS, INC.
----------------------
November 4, 1998 By: /s/ Jay B. Shipowitz
Senior Vice President and CFO
(Duly authorized officer and
principal financial and chief
accounting officer)
By: /s/ Charlotte S. Shaw
Assistant Vice President and Controller
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF EARNINGS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 61,213
<SECURITIES> 0
<RECEIVABLES> 10,220
<ALLOWANCES> 838
<INVENTORY> 1,738
<CURRENT-ASSETS> 72,864
<PP&E> 44,620
<DEPRECIATION> 17,862
<TOTAL-ASSETS> 139,506
<CURRENT-LIABILITIES> 72,185
<BONDS> 0
0
0
<COMMON> 99
<OTHER-SE> 39,960
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<SALES> 26,023
<TOTAL-REVENUES> 26,023
<CGS> 0
<TOTAL-COSTS> 23,685
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<INTEREST-EXPENSE> 651
<INCOME-PRETAX> 1,326
<INCOME-TAX> 530
<INCOME-CONTINUING> 796
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 796
<EPS-PRIMARY> 0.08
<EPS-DILUTED> 0.08
</TABLE>
