Form 8-K CASH AMERICA INTERNATION For: Apr 28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of Earliest Event Reported):
April 28, 2016
CASH AMERICA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Texas | 001-09733 | 75-2018239 | ||
(State of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
1600 West 7th Street
Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (817) 335-1100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On April 28, 2016, Cash America International, Inc., a Texas corporation (the Company or Cash America), issued a press release to announce its consolidated financial results for the three months ended March 31, 2016. A copy of the Companys press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The press release includes non-GAAP financial measures as that term is defined in Regulation G. The press release also includes the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States (GAAP), information reconciling the non-GAAP financial measures to the GAAP financial measures, and a discussion of the reasons why the Companys management believes that presentation of the non-GAAP financial measures provides useful information to investors regarding the Companys financial condition and results of operations. The non-GAAP financial information presented therein should be considered in addition to, not as a substitute for, or superior to, financial measures calculated and presented in accordance with GAAP.
ITEM 7.01 | REGULATION FD DISCLOSURE |
See Item 2.02 Results of Operations and Financial Condition.
On April 28, 2016, the Company announced that its Board of Directors, at its regularly scheduled quarterly meeting, declared a $0.08 (8 cents) per share cash dividend on the Companys outstanding common shares. The dividend will be paid at the close of business on May 25, 2016 to shareholders of record on May 11, 2016. A copy of the Companys press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On April 28, 2016, the Company also made available an additional audio commentary regarding the financial results for the quarter ended March 31, 2016 on the Investor Relations section of the Companys corporate website at www.cashamerica.com, and the transcript for which is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 8.01 | OTHER EVENTS |
On April 28, 2016, Cash America and First Cash Financial Services, Inc., a Delaware corporation (First Cash), issued a joint press release announcing the execution of an Agreement and Plan of Merger (the Merger Agreement) entered into among Cash America, First Cash and Frontier Merger Sub, LLC, a Texas limited liability company and a direct wholly owned subsidiary of First Cash, pursuant to which the companies will combine in an all-stock merger of equals. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
In addition, on April 28, 2016, Cash America and First Cash will hold a joint investor conference call (with simultaneous webcast) to announce the execution of the Merger Agreement. A copy of the investor presentation used on the conference call regarding the proposed transaction is attached hereto as Exhibit 99.4 and is incorporated herein by reference.
The information required by Item 1.01, including a copy of the Merger Agreement, will be filed in a separate Current Report on Form 8-K.
Forward Looking Statements
This communication, and the documents incorporated herein by reference, contain forward-looking statements (as defined in the Securities Litigation Reform Act of 1995) regarding, among other things, future events or the future financial performance of First Cash and Cash America. Words such as anticipate, expect, project, intend, believe, will, estimates, may, could, should and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. The closing of the proposed transaction is subject to the approval of the stockholders of First Cash and Cash America, regulatory approvals and other customary closing conditions. There is no assurance that such conditions will be met or that the proposed transaction will be consummated within the expected time frame, or at all. Forward-looking statements relating to the proposed transaction include, but are not limited to: statements about the benefits of the proposed transaction, including anticipated synergies and cost savings and future financial and operating results; future capital returns to stockholders of the combined company; First Cashs and Cash Americas plans, objectives, expectations, projections and intentions; the expected timing of completion of the proposed transaction; and other statements relating to the transaction that are not historical facts. Forward-looking statements are based on information currently available to First Cash and Cash America and involve estimates, expectations and projections. Investors are cautioned that all such forward-looking statements are subject to risks and uncertainties, and important factors could cause actual events or results to differ materially from those indicated by such forward-looking statements. With respect to the proposed transaction, these risks, uncertainties and factors include, but are not limited to: the risk that First Cash or Cash America may be unable to obtain governmental and regulatory approvals required for the transaction, or that required governmental and regulatory approvals may delay the transaction or result in the imposition of conditions that could reduce the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; the risk that required stockholder approvals may not be obtained; the risks that condition(s) to closing of the transaction may not be satisfied; the length of time necessary to consummate the proposed transaction, which may be longer than anticipated for various reasons; the risk that the businesses will not be integrated successfully; the risk that the cost savings, synergies and growth from the proposed transaction may not be fully realized or may take longer to realize than expected; the diversion of management time on transaction-related issues; the risk that costs associated with the integration of the businesses are higher than anticipated; and litigation risks related to the transaction. With respect to the businesses of First Cash and/or Cash America, including if the proposed transaction is consummated, these risks, uncertainties and factors include, but are not limited to: the effect of future regulatory or legislative
actions on the companies or the industries in which they operate and the effect of compliance with enforcement actions, orders or agreements issued by applicable regulators; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect and/or risks related to the ability to obtain financing; economic and foreign exchange rate volatility, particularly in Latin American markets; adverse gold market or exchange rate fluctuations; increased competition from banks, credit unions, internet-based lenders, other short-term consumer lenders and other entities offering similar financial services as well as retail businesses that offer products and services offered by First Cash and Cash America; decrease in demand for First Cashs or Cash Americas products and services; public perception of First Cashs and Cash Americas business and business practices; changes in the general economic environment, or social or political conditions, that could affect the businesses; the potential impact of the announcement or consummation of the proposed transaction on relationships with customers, suppliers, competitors, management and other employees; risks related to any current or future litigation proceedings; the ability to attract new customers and retain existing customers in the manner anticipated; the ability to hire and retain key personnel; reliance on and integration of information technology systems; ability to protect intellectual property rights; impact of security breaches, cyber-attacks or fraudulent activity on First Cashs or Cash Americas reputation; the risks associated with assumptions the parties make in connection with the parties critical accounting estimates and legal proceedings; and the potential of international unrest, economic downturn or effects of currencies, tax assessments or tax positions taken, risks related to goodwill and other intangible asset impairment, tax adjustments, anticipated tax rates, benefit or retirement plan costs, or other regulatory compliance costs.
Additional information concerning other risk factors is also contained in First Cashs and Cash Americas most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other Securities and Exchange Commission (SEC) filings.
Many of these risks, uncertainties and assumptions are beyond First Cashs or Cash Americas ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the information currently available to the parties on the date they are made, and neither First Cash nor Cash America undertakes any obligation to update publicly or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this communication. Neither First Cash nor Cash America gives any assurance (1) that either First Cash or Cash America will achieve its expectations, or (2) concerning any result or the timing thereof. All subsequent written and oral forward-looking statements concerning First Cash, Cash America, the proposed transaction, the combined company or other matters and attributable to First Cash or Cash America or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Additional Information and Where to Find It
This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed transaction between First Cash and Cash America or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The proposed transaction between First Cash and Cash America will be submitted to the respective stockholders of First Cash and Cash America for their consideration. First Cash will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of First Cash and Cash America that also constitutes a prospectus of First Cash. First Cash and Cash America will deliver the joint proxy statement/prospectus to their respective stockholders as required by applicable law. First Cash and Cash America also plan to file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for any prospectus, proxy statement or any other document which First Cash or Cash America may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF FIRST CASH AND CASH AMERICA ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST CASH, CASH AMERICA, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents containing important information about First Cash and Cash America, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. First Cash and Cash America make available free of charge at www.firstcash.com and www.cashamerica.com, respectively (in the Investor or Investor Relations section, as applicable), copies of materials they file with, or furnish to, the SEC.
Participants in the Merger Solicitation
First Cash, Cash America, and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of First Cash and Cash America in connection with the proposed transaction. Information about the directors and executive officers of First Cash is set forth in its proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on April 30, 2015. Information about the directors of Cash America is set forth in its proxy statement for its 2016 annual meeting of shareholders, which was filed with the SEC on April 7, 2016, and information about the executive officers of Cash America is set forth in Cash Americas Annual Report on Form 10-K, which was filed with the SEC on February 26, 2016. These documents can be obtained free of charge from the sources indicated above. Other information regarding those persons who are, under the rules of the SEC, participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
Exhibit |
Description | |
99.1 | Cash America International, Inc. press release dated April 28, 2016 (Financial Results and Dividend Announcement) | |
99.2 | Cash America International, Inc. transcript of audio commentary regarding the financial results for the quarter ended March 31, 2016 | |
99.3 | Joint Press Release of Cash America International, Inc. and First Cash Financial Services, Inc., issued April 28, 2016 | |
99.4 | Investor Presentation, dated April 28, 2016 |
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 hereunto duly authorized.
CASH AMERICA INTERNATIONAL, INC. | ||||||
Date: April 28, 2016 |
By: | /s/ J. Curtis Linscott | ||||
J. Curtis Linscott | ||||||
Executive Vice President, | ||||||
General Counsel & Secretary |
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Cash America International, Inc. press release dated April 28, 2016 (Financial Results and Dividend Announcement) | |
99.2 | Cash America International, Inc. transcript of audio commentary regarding the financial results for the quarter ended March 31, 2016 | |
99.3 | Joint Press Release of Cash America International, Inc. and First Cash Financial Services, Inc., issued April 28, 2016 | |
99.4 | Investor Presentation, dated April 28, 2016 |
Exhibit 99.1
Additional Information: | For Immediate Release | |
Thomas A. Bessant, Jr. | ||
(817)335-1100 |
******************************************************************************************************
CASH AMERICA ANNOUNCES INCREASE IN FIRST QUARTER EARNINGS
AND DECLARES DIVIDEND
******************************************************************************************************
Fort Worth, Texas (April 28, 2016) Cash America International, Inc. (NYSE: CSH), a leading provider of pawn lending and related services in the United States, announced today that net income and net income per share for the first quarter of 2016 increased 36% and 56%, respectively to $10,633,000 (42 cents per share) compared to net income of $7,845,000 (27 cents per share) for the first quarter of 2015. The prior year first quarter included reorganization expenses and a gain on disposition of equity securities, which in aggregate would increase prior year earnings when added back, to create adjusted net income, a non-GAAP measure, of $8.3 million (29 cents per share) for the first quarter of 2015. Cash Americas earnings per share for the first quarter of 2016 of 42 cents was an increase of 45%, compared to adjusted net income per share of 29 cents for the first quarter of 2015 and exceeded Cash Americas published guidance range of between $0.35 and $0.41 from its press release dated January 28, 2016.
Commenting on the first quarter results, T. Brent Stuart, President and Chief Executive Officer of Cash America, said, We are very pleased with our success in the first quarter, and we are also very excited about the important announcement made this morning regarding Cash Americas proposed merger with First Cash Financial Services. We believe that the merger of equals will provide great benefit to our shareholders by combining two leaders in the pawn industry. We look forward to providing additional details about the merger as it progresses.
Consolidated total revenue increased 2% to $277.2 million for the three-month period ended March 31, 2016, compared to
$271.8 million in the same period in 2015. Consolidated net revenue was $144.0 million for the first quarter of 2016 compared to $147.1 million for the first quarter of 2015. While net revenue for the first quarter of 2016 was slightly below the prior years first quarter results, managements emphasis on improvement in marginal profitability produced a 22% increase in income from operations, which was $19.7 million for the first quarter of 2016, compared to $16.2 million for the first quarter of 2015.
Mr. Stuart further commented on the first quarter results and said, Our operations team placed significant emphasis on improving our operating margin and executing a strategy of in store retail sales activities. I am pleased to report that we were able to successfully achieve both objectives in the first quarter of 2016. Our in store retail sales activities posted a year-over-year increase of 1.7% with a higher retail gross profit margin of 32.9% compared to 31.7% last year, which generated an increase in retail gross profit dollars of 5.6%. We were also very excited to see that same store pawn loan balances turned the corner and finished the first quarter up 1.2% above the prior year.
Additionally, Cash America International, Inc. (the Company or Cash America) announced that its Board of Directors, at a regularly scheduled quarterly meeting, declared a $0.08 (8 cents) per share cash dividend on common shares outstanding. The dividend will be paid at the close of business on May 25, 2016 to shareholders of record on May 11, 2016.
The Company will host a conference call to discuss the first quarter results as well as the proposed merger of equals with First Cash Financial Services, Inc. (First Cash) on Thursday, April 28, 2016, at 7:00 AM CDT (8:00 AM EDT). A live webcast of the call will be available on the Investor Relations section of the Companys corporate website http://www.cashamerica.com. The dial-in number is (212) 231-2930. Participants should dial in 10 minutes prior to the scheduled start time.
A link to the live webcast of the conference call will be available on the Investor Relations section of the Companys website at www.cashamerica.com.
A webcast replay will be available shortly after the call concludes and will be available on the Companys website. A replay may also be accessed by dialing toll-free: (800) 633-8284. The replay confirmation code is 21776991.
An additional audio commentary on the financial results for the quarter will also be available on the Investor Relations section of the Companys corporate website at www.cashamerica.com and a transcript for the audio commentary has been filed with the Securities and Exchange Commission (the SEC).
First Quarter of 2016 Results
The Companys financial results for the three months ended March 31, 2016 (the current quarter) compared to the three months ended March 31, 2015 (the prior year quarter) are summarized below.
Highlights
| Total revenue was $277.2 million for the current quarter, representing an increase of $5.4 million, or 2.0%, compared to the prior year quarter. Net revenue decreased $3.0 million, or 2.1%, to $144.0 million for the current quarter compared to the prior year quarter. |
| Same-store net revenue decreased 1.8% for the current quarter compared to the prior year quarter. Same-store net revenue, excluding net revenue from commercial disposition activities and net revenue from consumer loans, increased 3.9% for the current quarter compared to the prior year quarter. In comparison to pawn lending and the retail disposition of merchandise, commercial disposition activities and consumer lending activities represent sources of net revenue that are much less central to the Companys core operations and strategy. |
| Income from operations was $19.7 million for the current quarter, representing an increase of $3.5 million, or 21.6%, compared to the prior year quarter, primarily due to a $5.5 million decrease in operations and administration expenses. |
| Net income was $10.6 million for the current quarter, representing an increase of $2.8 million, or 35.5%, compared to the prior year quarter. Diluted net income per share was $0.42 for the current quarter compared to $0.27 for the prior year quarter. Net income and net income per share were affected by certain income and expense items in the current quarter and prior year quarter. See the Non-GAAP Disclosure section for Adjusted Earnings and Adjusted Earnings Per Share included in the attachments to this press release for additional information regarding these items. |
Pawn Lending Activities
| Average pawn loan balances outstanding increased $2.1 million, or 0.9%, in the current quarter compared to the prior year quarter, primarily due to higher average pawn loan balances in same-store pawn locations. Partially offsetting this increase, average pawn loan balances outstanding decreased due to a decrease in the number of stores offering pawn loans following the closure or sale of certain less profitable store locations. Same-store pawn loan balances were 1.2% higher at March 31, 2016 compared to March 31, 2015. |
| Pawn loan fees and service charges increased by $2.4 million, or 3.1%, in the current quarter compared to the prior year quarter. This increase was primarily driven by higher average pawn loan balances in the current quarter compared to the prior year quarter, as well as a higher pawn loan yield of 138.1% in the current quarter compared to 136.4% in the prior year quarter, primarily due to a shift in the geographic concentrations of pawn loans into states with higher statutory pawn loan yields and, to a lesser extent, an increase in the permitted statutory loan fees in some markets. |
Merchandise Disposition Activities
| Proceeds from disposition for pawn operations increased $6.1 million, or 3.5%, from the prior year quarter to the current quarter. Retail proceeds from disposition comprised $2.6 million of the total increase, primarily due to an increase in jewelry sales in the Companys storefront locations. The Companys merchandise turnover ratio remained relatively stable at 2.2 times in the current quarter compared to 2.3 times in the prior year quarter. |
| Total gross profit on disposition for pawn operations decreased $3.3 million, or 6.2%, from the prior year quarter to the current quarter, due to a $5.9 million decrease in gross profit on commercial dispositions mainly as a result of lower gold and diamond yields, which produced a negative gross profit margin on commercial dispositions in the current quarter. Partially offsetting the loss on commercial dispositions was a $2.6 million, or 5.6%, increase in gross profit on retail dispositions, primarily due to the Companys emphasis on retail jewelry sales in storefront locations. The gross profit margin on retail dispositions increased to 32.9% in the current quarter, compared to 31.7% in the prior year quarter. |
| Merchandise held for disposition, net of allowance, increased $27.6 million, or 14.1%, from March 31, 2015 to March 31, 2016. The increase was primarily due to an increase in jewelry inventory as a result of the Companys continued emphasis on retail disposition of jewelry in stores and efforts to place less reliance on the commercial disposition of jewelry. Inventory held for over one year decreased to 4.9% of total merchandise compared to 5.3% in the prior year quarter, and included a greater mix of jewelry inventory to general merchandise inventory in the current quarter compared to the prior year quarter. |
Consumer Loan Activities
| Consumer loan fees represented only 7% of consolidated total revenue for the current quarter, compared to 8% of consolidated total revenue for the prior year quarter, due to the continuation of the Companys strategy to eliminate consumer lending activities in many of its locations. Consumer loan fees, net of the loss provision, decreased $1.4 million, or 8.8%, in the current quarter compared to the prior year quarter, primarily due to a $2.2 million, or 10.9%, decrease in consumer loan fees. The decrease in consumer loan fees was primarily due to a decrease in short-term consumer loan fees of $5.4 million, or 31.8%, as a result of the closure and sale of certain store locations and the Companys strategic decision to deemphasize and eliminate short-term consumer lending activities in many of its locations. |
| The consumer loan loss provision as a percentage of consumer loan fees decreased to 21.8% in the current quarter compared to 23.6% in the prior year quarter. |
Expenses
| Consolidated operations and administration expenses decreased $5.5 million, or 4.8%, in the current quarter compared to the prior year quarter. This overall decline in expenses is consistent with managements strategy and related initiatives to improve marginal profitability by optimizing the Companys overall cost structure. |
| Depreciation and amortization expenses decreased $1.0 million for the current quarter compared to the prior year quarter, primarily due to a reduced number of pawn and consumer lending locations as a result of store closures and sales and a reduced level of capital investment related to the remodeling of stores. |
| Interest expense, net of interest income, increased $0.3 million, or 7.1%, in the current quarter compared to the prior year quarter, primarily due to interest expense accrued as part of a settlement of an income tax matter related to the 2011 and 2012 tax years. |
| The Companys effective tax rate was 33.4% in the current quarter as compared to the effective tax rate of 38.5% in the prior year quarter. The effective tax rate in the current quarter was lower due to lower state income taxes and a $0.6 million excess income tax benefit from stock compensation that reduced the income tax provision as a result of the prospective adoption of Accounting Standards Update 2016-09. |
Liquidity
| During the first quarter of 2016, the Company repurchased 844,000 shares under its 3.0 million share repurchase authorization announced on October 29, 2015. These repurchased shares represented approximately 3.3% of the fully diluted shares as of the end of December 31, 2015. |
| Net cash provided by operating activities was $45.4 million for the current quarter, which represented an increase of $5.6 million, or 14.0%, from $39.8 million in the prior year quarter. |
| The Company finished the quarter with $48.3 million in cash and had no borrowings under its $280 million line of credit. |
| The net debt balance, defined as total debt less cash, as of March 31, 2016 was $131 million resulting in a net debt to capital ratio of 11% and a net debt to Adjusted EBITDA ratio for the trailing 12 months ended March 31, 2016 of 1.1 times. |
| With respect to the Enova shares retained by the Company in connection with the spin-off of Enova International, Inc. (Enova) that occurred in November 2014, the Company has agreed, pursuant to a private letter ruling and a supplemental request, which was approved by the Internal Revenue Service during the quarter and extended the date for the required sale of Enova shares, to dispose of its Enova shares (other than shares retained for delivery under the Companys long-term incentive plans) before September 15, 2017. The sale of the Enova shares will generate additional cash flows. The Companys investment in Enova common stock was $40.4 million as of March 31, 2016 based on a quoted market price per share of $6.31. |
Locations
| The Company ended the first quarter with 819 lending locations in 20 states in the United States. During the twelve months ended March 31, 2016, the Company closed or sold 30 locations. Consistent with the Companys strategy to deemphasize its consumer lending activities, 21 of the locations closed or sold were locations that offered consumer loans, of which 19 of those locations offered consumer loans as their primary product. The closed or sold locations also included nine less profitable, pawn-lending-only locations that were closed during the twelve months ended March 31, 2016. In addition, the Company eliminated the consumer loan product in 36 of its pawn lending locations during the twelve months ended March 31, 2016. Including consumer-loan-lending locations closed or sold and locations where the consumer loan product was eliminated, consumer lending activities were discontinued in 57 of the Companys locations during the twelve months ended March 31, 2016. |
| During the current quarter, the Company closed three locations, of which one location offered consumer loans. In addition, the Company eliminated the consumer loan product in 28 of its pawn lending locations during the current quarter. The Company expects to eliminate consumer lending activities in approximately 18 locations in the second quarter of 2016 as it continues to deemphasize the consumer loan product and continue its focus on pawn lending. |
Outlook for the Second Quarter of 2016 and the 2016 Fiscal Year
Management believes that the opportunities for growth in revenue and earnings will be largely associated with customer demand for the products and services provided by the Company, which primarily take the form of pawn loans, and its ability to profitably liquidate merchandise obtained primarily from unredeemed pawn loans. During the first quarter of 2016, the typical seasonal decline in loan balances was consistent with what the Company experienced during the first quarter of 2015, even though management believes that the Federal Income Tax refund season began a few weeks later than the Company anticipated. Typically, customers use a portion of these refunds to pay back existing loans and for the purchase of merchandise. At the outset of the second quarter the Company expects loan balances to begin to recover, consistent with routine seasonal business trends. The rate of this increase and the timing of the increase in pawn loan balances has a significant influence on future financial results.
Based on managements views and on the preceding factors, management expects net income for the second quarter of 2016 to be between 12 cents to 18 cents per share, compared to net income of 8 cents per share for the second quarter of 2015. Net income for the second quarter of 2015 of $2.1 million ($0.08 per share) included a $1.1 million (before taxes) gain on disposition of equity securities and a $0.6 million (before taxes) loss on the early extinguishment of debt. Excluding these non-operating items, which in aggregate increased income by $0.5 million before taxes ($0.4 million, or $0.02 per share after taxes), adjusted net income, a non-GAAP measure, was $1.7 million ($0.06 per share) for the second quarter of 2015.
At this time, management also increases its previously reported expectations for its fiscal year 2016 adjusted EBITDA with an anticipated range of between $125 to $133 million, which management estimates will generate between $1.30 and $1.50 in net income per share. This compares to reported net income of $1.01 per share for fiscal year 2015.
The outlook for the second quarter and remainder of 2016 included in this press release do not take into account the pending merger of equals with First Cash that was announced today, and the Companys guidance is based solely on the Companys operations.
About the Company
As of March 31, 2016, Cash America International, Inc. (the Company or Cash America) operated 892 total locations in the United States offering pawn lending and related services to consumers and included the following:
| 819 lending locations in 20 states in the United States primarily under the names Cash America Pawn, SuperPawn, Cash America Payday Advance, and Cashland; and |
| 73 check cashing centers (all of which are unconsolidated franchised check cashing centers) operating in 12 states in the United States under the name Mr. Payroll. |
For additional information regarding the Company and the services it provides, visit the Companys website located at
http://www.cashamerica.com or download the Cash America mobile app without cost from the App StoreSM and on Google PlayTM.
App Store is a service mark of Apple Inc., and Google Play is a trademark of Google Inc.
Non-GAAP Measures
The Non-GAAP Disclosure sections included in the attachments to this press release contain a reconciliation of non-GAAP information and a discussion of the reasons why the Companys management believes that presentation of the non-GAAP financial measures discussed above provide useful information to investors regarding the Companys financial condition and results of operations.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This release contains forward-looking statements about the business, financial condition, operations and prospects of the Company and the proposed business combination with First Cash. The actual results of the Company could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties including, without limitation: the effect of, compliance with or changes in laws, rules and regulations applicable to the Companys business or changes in the interpretation or enforcement thereof; the regulatory and examination authority of the Consumer Financial Protection Bureau; the effect of any current or future litigation proceedings, including an unfavorable outcome in an outstanding lawsuit relating to the Companys 5.75% Senior Notes due 2018 even though the Company believes the lawsuit is without merit and will vigorously defend its position, and any judicial decisions or rule-making that affects the Company, its products or the legality or enforceability of its arbitration agreements; decreased demand for the Companys products and services and changes in competition; fluctuations in the price of gold and changes in economic conditions; public perception of the Companys business and the Companys business practices; accounting and income tax risks related to goodwill and other intangible asset impairment, certain tax positions taken by the Company and other accounting matters that require the judgment of management; the Companys ability to attract and retain qualified executive officers; risks related to the Companys financing, such as compliance with financial covenants in the Companys debt agreements, the Companys ability to satisfy its outstanding debt obligations, to refinance existing debt obligations or to obtain new capital; risks related to interruptions to the Companys business operations, such as a prolonged interruption in the Companys operations of its facilities, systems or business functions, cyber-attacks or security breaches or the actions of third parties who provide, acquire or offer products and services to, from or for the Company; risks related to the expansion and growth of the Companys business, including the Companys ability to open new locations in accordance with plans or to successfully integrate newly acquired businesses into its operations; risks related to the 2014 spin-off of the Companys former E-Commerce Division that comprised its e-commerce segment, Enova International, Inc.; fluctuations in the price of the Companys common stock; the effect of any of the above changes on the Companys business or the markets in which the Company operates; and other risks and uncertainties indicated in the Companys filings with the SEC. The closing of the proposed business combination with First Cash is subject to the
approval of the stockholders of First Cash and the Company, regulatory approvals and other customary closing conditions. There is no assurance that such conditions will be met or that the proposed transaction will be consummated within the expected time frame, or at all, or that the benefits of the business combination will be achieved. These risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this release, terms such as believes, estimates, should, could, would, plans, expects, intends, anticipates, may, forecasts, projects and similar expressions and variations as they relate to the Company or its management are intended to identify forward-looking statements. Additional information concerning risks related to the business, the proposed business combination with First Cash and other risk factors is also contained in the Companys recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other SEC filings. The Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of this release.
Additional Information and Where to Find It
This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed transaction between First Cash and Cash America or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The proposed transaction between First Cash and Cash America will be submitted to the respective stockholders of First Cash and Cash America for their consideration. First Cash will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of First Cash and Cash America that also constitutes a prospectus of First Cash. First Cash and Cash America will deliver the joint proxy statement/prospectus to their respective stockholders as required by applicable law. First Cash and Cash America also plan to file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for any prospectus, proxy statement or any other document which First Cash or Cash America may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF FIRST CASH AND CASH AMERICA ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST CASH, CASH AMERICA, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents containing important information about First Cash and Cash America, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. First Cash and Cash America make available free of charge at www.firstcash.com and www.cashamerica.com, respectively (in the Investor or Investor Relations section, as applicable), copies of materials they file with, or furnish to, the SEC.
Participants in the Merger Solicitation
First Cash, Cash America, and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of First Cash and Cash America in connection with the proposed transaction. Information about the directors and executive officers of First Cash is set forth in its proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on April 30, 2015. Information about the directors of Cash America is set forth in its proxy statement for its 2016 annual meeting of shareholders, which was filed with the SEC on April 7, 2016, and information about the executive officers of Cash America is set forth in Cash Americas Annual Report on Form 10-K, which was filed with the SEC on February 26, 2016. These documents can be obtained free of charge from the sources indicated above. Other information regarding those persons who are, under the rules of the SEC, participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
* * *
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
HIGHLIGHTS OF CONSOLIDATED RESULTS OF OPERATIONS
(dollars in thousands, except per share data)
(Unaudited)
Three Months Ended | ||||||||
March 31, | ||||||||
2016 | 2015 | |||||||
Consolidated Operations: |
||||||||
Total Revenue |
$ | 277,205 | $ | 271,762 | ||||
Net Revenue |
144,044 | 147,091 | ||||||
Total Expenses |
124,296 | 130,857 | ||||||
|
|
|
|
|||||
Income from Operations |
$ | 19,748 | $ | 16,234 | ||||
Income before Income Taxes |
15,955 | 12,757 | ||||||
Net Income |
$ | 10,633 | $ | 7,845 | ||||
|
|
|
|
|||||
Earnings Per Share: |
||||||||
Net Income: |
||||||||
Basic |
$ | 0.43 | $ | 0.27 | ||||
Diluted |
$ | 0.42 | $ | 0.27 | ||||
Weighted average common shares outstanding: |
||||||||
Basic |
24,811 | 28,692 | ||||||
Diluted |
25,121 | 28,780 |
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
(Unaudited)
March 31, | December 31, | |||||||||||
2016 | 2015 | 2015 | ||||||||||
Assets |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | 48,321 | $ | 120,058 | $ | 23,153 | ||||||
Pawn loans |
210,724 | 210,060 | 248,713 | |||||||||
Merchandise held for disposition, net |
223,660 | 196,024 | 241,549 | |||||||||
Pawn loan fees and service charges receivable |
44,942 | 43,784 | 52,798 | |||||||||
Consumer loans, net |
23,986 | 31,897 | 31,291 | |||||||||
Income taxes receivable |
| 2,990 | | |||||||||
Prepaid expenses and other assets |
21,828 | 25,589 | 22,642 | |||||||||
Investment in equity securities |
40,368 | 116,261 | 42,613 | |||||||||
|
|
|
|
|
|
|||||||
Total current assets |
613,829 | 746,663 | 662,759 | |||||||||
Property and equipment, net |
164,245 | 191,749 | 171,598 | |||||||||
Goodwill |
488,022 | 487,569 | 488,022 | |||||||||
Intangible assets, net |
38,000 | 44,194 | 39,536 | |||||||||
Other assets |
6,719 | 5,815 | 6,823 | |||||||||
|
|
|
|
|
|
|||||||
Total assets |
$ | 1,310,815 | $ | 1,475,990 | $ | 1,368,738 | ||||||
|
|
|
|
|
|
|||||||
Liabilities and Equity |
||||||||||||
Current liabilities: |
||||||||||||
Accounts payable and accrued expenses |
$ | 60,554 | $ | 63,214 | $ | 74,586 | ||||||
Customer deposits |
21,555 | 19,828 | 18,864 | |||||||||
Income taxes currently payable |
3,524 | | 3,063 | |||||||||
|
|
|
|
|
|
|||||||
Total current liabilities |
85,633 | 83,042 | 96,513 | |||||||||
Deferred tax liabilities |
66,631 | 93,832 | 64,372 | |||||||||
Other liabilities |
653 | 927 | 723 | |||||||||
Long-term debt |
179,173 | 192,838 | 208,971 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
$ | 332,090 | $ | 370,639 | $ | 370,579 | ||||||
|
|
|
|
|
|
|||||||
Equity: |
||||||||||||
Common stock, $0.10 par value per share, 80,000,000 shares authorized, 30,235,164 shares issued |
3,024 | 3,024 | 3,024 | |||||||||
Additional paid-in capital |
82,620 | 84,650 | 86,557 | |||||||||
Retained earnings |
1,061,221 | 1,036,794 | 1,052,567 | |||||||||
Accumulated other comprehensive income |
13,492 | 62,099 | 14,842 | |||||||||
Treasury shares, at cost (6,080,997 shares, 2,525,192 shares and 5,362,684 shares as of March 31, 2016 and 2015, and as of December 31, 2015, respectively) |
(181,632 | ) | (81,216 | ) | (158,831 | ) | ||||||
|
|
|
|
|
|
|||||||
Total equity |
978,725 | 1,105,351 | 998,159 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities and equity |
$ | 1,310,815 | $ | 1,475,990 | $ | 1,368,738 | ||||||
|
|
|
|
|
|
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
(Unaudited)
Three Months Ended March 31, |
||||||||
2016 | 2015 | |||||||
Revenue |
||||||||
Pawn loan fees and service charges |
$ | 79,685 | $ | 77,313 | ||||
Proceeds from disposition of merchandise |
178,297 | 172,213 | ||||||
Consumer loan fees |
18,107 | 20,319 | ||||||
Other |
1,116 | 1,917 | ||||||
|
|
|
|
|||||
Total Revenue |
277,205 | 271,762 | ||||||
|
|
|
|
|||||
Cost of Revenue |
||||||||
Disposed merchandise |
129,218 | 119,884 | ||||||
Consumer loan loss provision |
3,943 | 4,787 | ||||||
|
|
|
|
|||||
Total Cost of Revenue |
133,161 | 124,671 | ||||||
|
|
|
|
|||||
Net Revenue |
144,044 | 147,091 | ||||||
|
|
|
|
|||||
Expenses |
||||||||
Operations and administration |
110,791 | 116,338 | ||||||
Depreciation and amortization |
13,505 | 14,519 | ||||||
|
|
|
|
|||||
Total Expenses |
124,296 | 130,857 | ||||||
|
|
|
|
|||||
Income from Operations |
19,748 | 16,234 | ||||||
Interest expense |
(3,919 | ) | (3,644 | ) | ||||
Interest income |
20 | 2 | ||||||
Foreign currency transaction gain |
| 39 | ||||||
Loss on early extinguishment of debt |
(11 | ) | | |||||
Gain on disposition of equity securities |
117 | 126 | ||||||
|
|
|
|
|||||
Income before Income Taxes |
15,955 | 12,757 | ||||||
Provision for income taxes |
5,322 | 4,912 | ||||||
|
|
|
|
|||||
Net Income |
$ | 10,633 | $ | 7,845 | ||||
|
|
|
|
|||||
Earnings Per Share: |
||||||||
Net Income: |
||||||||
Basic |
$ | 0.43 | $ | 0.27 | ||||
Diluted |
$ | 0.42 | $ | 0.27 | ||||
Weighted average common shares outstanding: |
||||||||
Basic |
24,811 | 28,692 | ||||||
Diluted |
25,121 | 28,780 | ||||||
Dividends declared per common share |
$ | 0.080 | $ | 0.050 |
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
PAWN LOAN METRICS
The following tables outline certain data related to pawn loan activities for the Company as of and for the three months ended March 31, 2016 and 2015 (dollars in thousands except where otherwise noted):
As of March 31, | ||||||||||||||||
2016 | 2015 | $ Change | % Change | |||||||||||||
Ending pawn loan balances |
$ | 210,724 | $ | 210,060 | $ | 664 | 0.3 | % | ||||||||
Ending merchandise balance, net |
$ | 223,660 | $ | 196,024 | $ | 27,636 | 14.1 | % | ||||||||
Three Months Ended March 31, | ||||||||||||||||
2016 | 2015 | $ Change | % Change | |||||||||||||
Pawn loan fees and service charges |
$ | 79,685 | $ | 77,313 | $ | 2,372 | 3.1 | % | ||||||||
Average pawn loan balance outstanding |
$ | 232,080 | $ | 229,935 | $ | 2,145 | 0.9 | % | ||||||||
Amount of pawn loans written and renewed |
$ | 228,353 | $ | 222,176 | $ | 6,177 | 2.8 | % | ||||||||
Average amount per pawn loan (in ones) |
$ | 130 | $ | 127 | $ | 3 | 2.4 | % | ||||||||
Annualized yield on pawn loans |
138.1 | % | 136.4 | % |
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
MERCHANDISE DISPOSITION, GROSS PROFIT AND INVENTORY OPERATING DATA
Profit from the disposition of merchandise represents the proceeds received from the disposition of merchandise in excess of the cost of disposed merchandise, which is generally the principal amount loaned on an item or the amount paid for purchased merchandise. The following table summarizes the proceeds from the disposition of merchandise and the related gross profit for the three months ended March 31, 2016 and 2015 (dollars in thousands):
Three Months Ended March 31, | ||||||||||||||||||||||||
2016 | 2015 | |||||||||||||||||||||||
Retail | Commercial | Total | Retail | Commercial | Total | |||||||||||||||||||
Proceeds from disposition |
$ | 150,727 | $ | 27,570 | $ | 178,297 | $ | 148,149 | $ | 24,064 | $ | 172,213 | ||||||||||||
Gross profit on disposition |
$ | 49,600 | $ | (521 | ) | $ | 49,079 | $ | 46,956 | $ | 5,373 | $ | 52,329 | |||||||||||
Gross profit margin |
32.9 | % | (1.9 | )% | 27.5 | % | 31.7 | % | 22.3 | % | 30.4 | % | ||||||||||||
Percentage of total gross profit |
101.1 | % | (1.1 | )% | 100.0 | % | 89.7 | % | 10.3 | % | 100.0 | % |
The table below summarizes the age of merchandise held for disposition related to the Companys pawn lending operations as of March 31, 2016 and 2015, and December 31, 2015 (dollars in thousands):
As of March 31, | As of December 31, | |||||||||||||||||||||||
2016 | 2015 | 2015 | ||||||||||||||||||||||
Amount | % | Amount | % | Amount | % | |||||||||||||||||||
Jewelry - held for one year or less |
$ | 131,340 | 58.0 | % | $ | 110,993 | 55.9 | % | $ | 135,215 | 55.3 | % | ||||||||||||
Other merchandise - held for one year or less |
84,119 | 37.1 | % | 76,902 | 38.8 | % | 93,498 | 38.3 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total merchandise held for one year or less |
215,459 | 95.1 | % | 187,895 | 94.7 | % | 228,713 | 93.6 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Jewelry - held for more than one year |
6,593 | 2.9 | % | 4,682 | 2.4 | % | 8,935 | 3.7 | % | |||||||||||||||
Other merchandise - held for more than one year |
4,558 | 2.0 | % | 5,847 | 2.9 | % | 6,701 | 2.7 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total merchandise held for more than one year |
11,151 | 4.9 | % | 10,529 | 5.3 | % | 15,636 | 6.4 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Merchandise held for disposition, gross |
$ | 226,610 | 100.0 | % | $ | 198,424 | 100.0 | % | $ | 244,349 | 100.0 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Less: Inventory valuation allowance |
$ | (2,950 | ) | $ | (2,400 | ) | $ | (2,800 | ) | |||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Merchandise held for disposition, net of allowance |
$ | 223,660 | $ | 196,024 | $ | 241,549 | ||||||||||||||||||
|
|
|
|
|
|
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSUMER LOAN METRICS AND BALANCES
The following table sets forth interest and fees on consumer loans, the consumer loan loss provision and consumer loan fees, net of the loss provision, related to consumer loan activities for the Company for the three months ended March 31, 2016 and 2015 (dollars in thousands except where otherwise noted):
Three Months Ended March 31, | ||||||||||||||||||||||||
2016 | 2015 | |||||||||||||||||||||||
Short-term loans |
Installment loans |
Total | Short-term loans |
Installment loans |
Total | |||||||||||||||||||
Consumer loan fees |
$ | 11,631 | $ | 6,476 | $ | 18,107 | $ | 17,063 | $ | 3,256 | $ | 20,319 | ||||||||||||
Less: consumer loan loss provision |
2,367 | 1,576 | 3,943 | 3,119 | 1,668 | 4,787 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Consumer loan fees, net of loss provision |
$ | 9,264 | $ | 4,900 | $ | 14,164 | $ | 13,944 | $ | 1,588 | $ | 15,532 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Year-over-year change - $ |
$ | (4,680 | ) | $ | 3,312 | $ | (1,368 | ) | $ | (2,610 | ) | $ | (19 | ) | $ | (2,629 | ) | |||||||
Year-over-year change - % |
(33.6 | )% | 208.6 | % | (8.8 | )% | (15.8 | )% | (1.2 | )% | (14.5 | )% | ||||||||||||
Consumer loan loss provision as a % of consumer loan fees |
20.4 | % | 24.3 | % | 21.8 | % | 18.3 | % | 51.2 | % | 23.6 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
In addition to reporting consumer loans owned by the Company and consumer loans guaranteed by the Company, which are either items accounted for in accordance with generally accepted accounting principals (GAAP) or disclosures required by GAAP, the Company has provided combined consumer loans, which is a non-GAAP measure that combines the consumer loans owned by the Company and those guaranteed by the Company. In addition, the Company has reported combined consumer loans written and renewed, which is statistical data that is not included in the Companys financial statements.
Management believes these measures provide investors with important information needed to evaluate the magnitude of potential loan losses and the opportunity for revenue performance of the consumer loan portfolio on an aggregate basis. Management also believes that the comparison of the aggregate amounts from period to period is more meaningful than comparing only the amounts reflected on the Companys balance sheet since both revenue and the loss provision for consumer loans are impacted by the aggregate amount of consumer loans owned by the Company and those guaranteed by the Company as reflected in its financial statements.
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSUMER LOAN METRICS AND BALANCES
The following tables provide additional information related to each of the Companys consumer loan products as of and for the three months ended March 31, 2016 and 2015 (dollars in thousands):
Three Months Ended March 31, | ||||||||||||||||||||||||
2016 | 2015 | |||||||||||||||||||||||
Short-term loans |
Installment loans |
Total | Short-term loans |
Installment loans |
Total | |||||||||||||||||||
Consumer loans written and renewed(a) |
||||||||||||||||||||||||
Company owned |
$ | 92,214 | $ | 1,196 | $ | 93,410 | $ | 134,477 | $ | 1,448 | $ | 135,925 | ||||||||||||
Guaranteed by the Company(b) |
4,210 | 8,629 | 12,839 | 8,057 | 14,003 | 22,060 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Combined consumer loans written and renewed |
$ | 96,424 | $ | 9,825 | $ | 106,249 | $ | 142,534 | $ | 15,451 | $ | 157,985 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
As of March 31, | ||||||||||||||||||||||||
2016 | 2015 | |||||||||||||||||||||||
Ending consumer loan balances, gross |
||||||||||||||||||||||||
Company owned |
$ | 22,853 | $ | 3,384 | $ | 26,237 | $ | 30,308 | $ | 4,814 | $ | 35,122 | ||||||||||||
Guaranteed by the Company(b) |
773 | 6,914 | 7,687 | 1,717 | 6,980 | 8,697 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Combined ending consumer loan balances, gross(d) |
$ | 23,626 | $ | 10,298 | $ | 33,924 | $ | 32,025 | $ | 11,794 | $ | 43,819 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Allowance and liability for losses |
||||||||||||||||||||||||
Company owned |
$ | 1,164 | $ | 1,087 | $ | 2,251 | $ | 2,034 | $ | 1,191 | $ | 3,225 | ||||||||||||
Guaranteed by the Company(b) |
26 | 494 | 520 | 215 | 1,026 | 1,241 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Combined allowance and liability for losses |
$ | 1,190 | $ | 1,581 | $ | 2,771 | $ | 2,249 | $ | 2,217 | $ | 4,466 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Ending consumer loan balances, net |
||||||||||||||||||||||||
Company owned |
$ | 21,689 | $ | 2,297 | $ | 23,986 | $ | 28,274 | $ | 3,623 | $ | 31,897 | ||||||||||||
Guaranteed by the Company(b) |
747 | 6,420 | 7,167 | 1,502 | 5,954 | 7,456 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Combined ending consumer loan balances, net(d) |
$ | 22,436 | $ | 8,717 | $ | 31,153 | $ | 29,776 | $ | 9,577 | $ | 39,353 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Average amount outstanding per consumer loan (in ones)(a)(c) |
$ | 446 | $ | 1,180 | $ | 466 | $ | 1,556 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Consumer loan ratios: |
||||||||||||||||||||||||
Allowance and liability for losses as a % of combined ending consumer loan balance, gross(d) |
5.0 | % | 15.4 | % | 8.2 | % | 7.0 | % | 18.8 | % | 10.2 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(a) | The disclosure regarding the amount of consumer loans written and renewed and the average amount per consumer loan is statistical data that is not included in the Companys financial statements. |
(b) | The consumer loan balances guaranteed by the Company represent loans originated by third-party lenders through the credit services organization and credit access business programs, so these balances are not recorded in the Companys financial statements. However, the Company has established a liability for estimated losses in support of its guarantee of these loans, which is reflected in the table above and included in the Companys consolidated balance sheets. |
(c) | The average amount outstanding per consumer loan is calculated as the total amount of combined consumer loans outstanding as of the end of the period divided by the total number of combined consumer loans outstanding as of the end of the period. |
(d) | Non-GAAP measure. |
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
LOCATION INFORMATION
Locations
The following table sets forth, as of March 31, 2016 and 2015, the number of Company-operated locations that offered pawn lending, consumer lending, and other services, in addition to franchised locations that offered check cashing services. The Company provides these services in the United States primarily under the names Cash America Pawn, SuperPawn, Cash America Payday Advance, Cashland and Mr. Payroll. The Companys pawn and consumer lending locations operated in 20 and 21 states in the United States as of March 31, 2016 and 2015, respectively. As of both March 31, 2016 and 2015, the franchised check cashing centers operated in 12 states.
As of March 31, | ||||||||
2016 | 2015 | |||||||
Company-operated locations offering: |
||||||||
Pawn lending only |
574 | 545 | ||||||
Both pawn and consumer lending |
224 | 271 | ||||||
Consumer lending only |
21 | 31 | ||||||
|
|
|
|
|||||
Total Company-operated locations |
819 | 847 | ||||||
Franchised check cashing centers |
73 | 80 | ||||||
|
|
|
|
|||||
Total |
892 | 927 | ||||||
|
|
|
|
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NON-GAAP DISCLOSURE
Non-GAAP Disclosure
In addition to the financial information prepared in conformity with GAAP, the Company has provided certain historical non-GAAP measures in the tables below, including (i) adjusted net income, adjusted diluted net income per share, adjusted earnings, adjusted earnings per share and adjusted income from operations (collectively, the Adjusted Earnings Measures), and (ii) adjusted EBITDA, which the Company defines as earnings excluding depreciation, amortization, interest, foreign currency transaction gains or losses, loss on early extinguishment of debt, gain on disposition of equity securities and provision or benefit for income taxes. Management also provides estimated adjusted EBITDA and estimated free cash flow per share, which are non-GAAP measures. Management defines estimated free cash flow per share as estimated earnings per share excluding estimated depreciation and amortization, less estimated cash paid for capital expenditures.
Management believes that the presentation of these measures provides users of the financial statements with greater transparency and facilitates a more meaningful comparison of operating results across a broad spectrum of companies with varying capital structures, compensation strategies, derivative instruments and depreciation and amortization methods. In addition, management believes this information provides a more in-depth and complete view of the Companys financial performance, competitive position and prospects for the future and may highlight trends in the Companys business that may not otherwise be apparent when relying on financial measures calculated in accordance with GAAP. Management also believes that non-GAAP measures are frequently used by analysts and investors to analyze operating performance, evaluate the Companys ability to incur and service debt and its capacity for making capital investments, and to help assess the Companys estimated enterprise value.
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NON-GAAP DISCLOSURE
Management believes the non-GAAP measures included herein, including the adjustments shown, provide more meaningful information regarding the ongoing operating performance, provide more useful period-to-period comparisons of operating results, both internally and in relation to operating results of competitors, enhance analysts and investors understanding of the core operating results of the business and provide a more accurate indication of the Companys ability to generate cash flows from operations. Therefore, management believes it is important to clearly identify these measures for investors.
In calculating adjusted earnings and adjusted earnings per share, management excludes intangible asset amortization, non-cash equity based compensation and foreign currency transaction gains or losses. In addition, management has determined that the adjustments to the Adjusted Earnings Measures and adjusted EBITDA, as applicable, included in the tables below are useful to analysts and investors in order to allow them to compare the Companys financial results for the current period with the comparative period without the effect of the below items, which management believes are less frequent in nature:
| the loss on early extinguishment of debt; |
| the gain on disposition of equity securities; |
| severance and other employee-related costs for administrative and operations staff reductions in connection with the Companys reorganization to better align the corporate and operating cost structure with its remaining storefront operations (the Reorganization) after the Company completed the distribution of approximately 80% of the outstanding shares of Enova International, Inc. common stock to the Companys shareholders in 2014; |
| the loss on significant divestitures of non-strategic operations; and |
| charges related to a significant litigation settlement in 2013 (the 2013 Litigation Settlement). |
In addition to the presentation of Adjusted EBITDA for the three months ended March 31, 2016 and 2015, Adjusted EBITDA is presented for the trailing twelve months ended March 31, 2016 and 2015. Therefore, certain adjusting items that occurred in the second, third and fourth quarters of 2015 and 2014 are presented in the adjusted EBITDA table for the trailing twelve months ended March 31, 2016 and 2015.
Management provides non-GAAP financial information for informational purposes and to enhance understanding of the Companys GAAP consolidated financial statements. Readers should consider the information in addition to, but not instead of or superior to, its financial statements prepared in accordance with GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NON-GAAP DISCLOSURE
ADJUSTED EARNINGS MEASURES AND ADJUSTED EBITBDA
The following table provides a reconciliation for the three months ended March 31, 2016 and 2015, between net income and diluted net income per share calculated in accordance with GAAP to the Adjusted Earnings Measures, which are shown net of tax (dollars in thousands, except per share data):
Three Months Ended March 31, | ||||||||||||||||
2016 | 2015 | |||||||||||||||
$ | Per Diluted Share(a) |
$ | Per Diluted Share(a) |
|||||||||||||
Net income and diluted net income per share |
$ | 10,633 | $ | 0.42 | $ | 7,845 | $ | 0.27 | ||||||||
Adjustments (net of tax): |
||||||||||||||||
Loss on early extinguishment of debt |
7 | | | | ||||||||||||
Gain on disposition of equity securities |
(75 | ) | | (81 | ) | | ||||||||||
Reorganization expenses |
| | 537 | 0.02 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted net income and adjusted diluted net income per share |
10,565 | 0.42 | 8,301 | 0.29 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Other adjustments (net of tax): |
||||||||||||||||
Intangible asset amortization |
968 | 0.04 | 1,029 | 0.04 | ||||||||||||
Non-cash equity-based compensation |
1,117 | 0.04 | 1,006 | 0.03 | ||||||||||||
Foreign currency transaction gain |
| | (25 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted earnings and adjusted earnings per share |
$ | 12,650 | $ | 0.50 | $ | 10,311 | $ | 0.36 | ||||||||
|
|
|
|
|
|
|
|
(a) | Diluted shares are calculated by giving effect to the potential dilution that could occur if securities or other contracts to issue common shares were exercised and converted into common shares during the period. |
The following table provides a reconciliation for the three months ended March 31, 2016 and 2015, between net income calculated in accordance with GAAP to adjusted income from operations and adjusted EBITDA (dollars in thousands):
Three Months Ended March 31, | ||||||||
2016 | 2015 | |||||||
Net income |
$ | 10,633 | $ | 7,845 | ||||
Provision for income taxes |
5,322 | 4,912 | ||||||
Gain on disposition of equity securities |
(117 | ) | (126 | ) | ||||
Loss on early extinguishment of debt |
11 | | ||||||
Foreign currency transaction gain |
| (39 | ) | |||||
Interest expense, net |
3,899 | 3,642 | ||||||
Adjustments: |
||||||||
Reorganization expenses |
| 853 | ||||||
|
|
|
|
|||||
Adjusted income from operations |
19,748 | 17,087 | ||||||
|
|
|
|
|||||
Depreciation and amortization expenses |
13,505 | 14,519 | ||||||
|
|
|
|
|||||
Adjusted EBITDA |
$ | 33,253 | $ | 31,606 | ||||
|
|
|
|
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NON-GAAP DISCLOSURE
ADJUSTED EARNINGS MEASURES AND ADJUSTED EBITBDA
The table below outlines the gross amounts, the impact of income taxes and the net amounts for each of the adjustments included in the previous tables (dollars in thousands):
Three Months Ended March 31, | ||||||||||||||||||||||||
2016 | 2015 | |||||||||||||||||||||||
Pre-tax | Tax | After-tax | Pre-tax | Tax | After-tax | |||||||||||||||||||
Loss on early extinguishment of debt |
$ | 11 | $ | 4 | $ | 7 | $ | | $ | | $ | | ||||||||||||
Gain on disposition of equity securities |
(117 | ) | (42 | ) | (75 | ) | (126 | ) | (45 | ) | (81 | ) | ||||||||||||
Reorganization expenses |
| | | 853 | 316 | 537 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Adjustments |
$ | (106 | ) | $ | (38 | ) | $ | (68 | ) | $ | 727 | $ | 271 | $ | 456 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NON-GAAP DISCLOSURE
ADJUSTED EBITDA
The following table provides a reconciliation between net income (loss), which is the nearest GAAP measure presented in the Companys financial statements, to adjusted EBITDA (dollars in thousands):
Trailing 12 Months Ended | ||||||||
March 31, | ||||||||
2016 | 2015 | |||||||
Net income (loss) |
$ | 30,354 | $ | (5,779 | ) | |||
Provision for income taxes |
15,888 | 3,131 | ||||||
Gain on disposition of equity securities |
(1,679 | ) | (126 | ) | ||||
Loss on early extinguishment of debt |
618 | 21,007 | ||||||
Foreign currency transaction loss (gain) |
7 | (154 | ) | |||||
Interest expense, net |
14,614 | 17,211 | ||||||
Depreciation and amortization expenses |
55,237 | 60,318 | ||||||
Adjustments: |
||||||||
Reorganization expenses |
| 8,391 | ||||||
Loss on divestitures |
| 5,176 | ||||||
2013 Litigation Settlement |
| 375 | ||||||
|
|
|
|
|||||
Adjusted EBITDA |
$ | 115,039 | $ | 109,550 | ||||
|
|
|
|
|||||
Adjusted EBITDA margin calculated as follows: |
||||||||
Total revenue |
$ | 1,034,934 | $ | 1,081,823 | ||||
Adjusted EBITDA |
$ | 115,039 | $ | 109,550 | ||||
|
|
|
|
|||||
Adjusted EBITDA as a percentage of total revenue |
11.1 | % | 10.1 | % | ||||
|
|
|
|
The table below outlines the gross amounts, the impact of income taxes and the net amounts for each of the adjustments included in the previous table (dollars in thousands):
Trailing 12 Months Ended March 31, | ||||||||||||||||||||||||
2016 | 2015 | |||||||||||||||||||||||
Pre-tax | Tax | After-tax | Pre-tax | Tax | After-tax | |||||||||||||||||||
Gain on disposition of equity securities |
$ | (1,679 | ) | $ | (596 | ) | $ | (1,083 | ) | $ | (126 | ) | $ | (45 | ) | $ | (81 | ) | ||||||
Loss on early extinguishment of debt |
618 | 229 | 389 | 21,007 | 7,773 | 13,234 | ||||||||||||||||||
Reorganization expenses |
| | | 8,391 | 3,105 | 5,286 | ||||||||||||||||||
Loss on divestitures |
| | | 5,176 | (1,268 | ) | 6,444 | |||||||||||||||||
2013 Litigation Settlement |
| | | 375 | 139 | 236 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Adjustments |
$ | (1,061 | ) | $ | (367 | ) | $ | (694 | ) | $ | 34,823 | $ | 9,704 | $ | 25,119 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NON-GAAP DISCLOSURE
ESTIMATED ADJUSTED EBITDA
The following table reconciles estimated income before income taxes to estimated Adjusted EBITDA, a non-GAAP measure (dollars in thousands):
Estimated Results (a) | ||||||||
For Year Ended December 31, 2016 | ||||||||
Low | High | |||||||
(Unaudited) | ||||||||
Estimated income before income taxes |
$ | 53,000 | $ | 61,000 | ||||
Interest expense |
16,000 | 16,000 | ||||||
Depreciation and amortization |
56,000 | 56,000 | ||||||
|
|
|
|
|||||
Estimated Adjusted EBITDA |
$ | 125,000 | $ | 133,000 | ||||
|
|
|
|
(a) | As of the Company press release dated April 28, 2016. |
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NON-GAAP DISCLOSURE
ESTIMATED EARNINGS PER SHARE AND ESTIMATED FREE CASH FLOW PER SHARE
The table below shows an estimated range of earnings per share, in addition to an estimated range of free cash flow per share. The financial measure of free cash flow per share has limitations as it does not represent the residual cash flow available for discretionary expenditures as certain components of the Companys consolidated statement of cash flows are omitted. Therefore, estimated free cash flow per share should be evaluated in conjunction with the Companys consolidated statement of cash flows.
A reconciliation is shown for the years ended December 31, 2016, between estimated net income per share, which is the nearest GAAP measure presented in the Companys financial statements, to estimated free cash flow per share. For per-share amounts shown for the year ended December 31, 2016, amounts are based on an estimated number of diluted weighted average common shares outstanding for the year ended December 31, 2016.
Estimated Results (a) | ||||||||
For the year ended December 31, 2016 | ||||||||
Low | High | |||||||
(Unaudited) | ||||||||
Estimated earnings per share |
$ | 1.30 | $ | 1.50 | ||||
Depreciation and amortization expenses (b) |
2.20 | 2.20 | ||||||
Capital expenditures (c) |
(1.02 | ) | (1.02 | ) | ||||
|
|
|
|
|||||
Estimated free cash flow per share |
$ | 2.48 | $ | 2.68 | ||||
|
|
|
|
(a) | As of the Company press release dated April 28, 2016. |
(b) | Assumes approximately $56.0 million of depreciation and amortization for the year ended December 31, 2016. |
(c) | Assumes approximately $26.0 million of capital expenditures for the year ended December 31, 2016. |
Exhibit 99.2
Script of Audio Recording of Financial Results
For Cash America International, Inc. for the First Quarter of 2016
Dated: April 28, 2016
Speaker: Yolanda Walker - Vice President of Corporate Communications and Public Relations at Cash America
Thank you for listening. I am Yolanda Walker, the Vice President of Corporate Communications and Public Relations at Cash America. I am pleased to welcome you to an audio summary of our financial results for the first quarter of 2016 with our Chief Financial Officer, Tom Bessant.
Before Tom begins, Id like to remind you that all statements made during his remarks that relate to future results and events are forward-looking statements that are based on current expectations. Actual results and events could differ materially from those projected in the forward-looking statements because of a number of risks and uncertainties, which are discussed in our SEC filings, including Forms 10-K, 10-Q, 8-K and other reports and statements, and the cautionary statements on our website under Investor Relations or our press releases that were filed today. We assume no obligation to update our forward-looking statements.
I also want to mention before Tom proceeds that a reconciliation of any non-GAAP information provided on this call to the most directly comparable GAAP information is available in our April 28, 2016 press release. Non-GAAP financial information is not meant as a substitute for GAAP results but is included solely for the informational and comparative purposes.
Speaker: Thomas A. Bessant, Jr. Executive Vice President and Chief Financial Officer
Welcome to a commentary on the first quarter 2016 financial results for Cash America. You will see in our published earnings release this morning, we have expanded the text details of the financial results, so I will address the highlights here and invite you to call if you need clarification or have questions.
The companys first-quarter 2016 financial results exceeded our expectations as Cash America reported $.42 per share in earnings for the first quarter 2016 compared to reported earnings per share of $.27 in the first quarter of 2015, up 56%. However, in the prior year first quarter we incurred
Cash America International | 2 | |
Q1 2016 RESULTS AUDIO TRANSCRIPT | ||
Tom Bessant Comments |
reorganization and severance costs equivalent to two cents per share, so adding that back to the prior year reported results created $.29 per share so, the current 2016 earnings-per-share of $.42 would be up 45% on an adjusted basis. This exceeds the top end of our previously published range of estimates for the first quarter 2016 of between 35 cents and $.41 per share.
Likewise, we are pleased to report that operating income increased 22% year-over-year to $19.7 million and [Adjusted] EBITDA was $33.3 million, up 6% year-over-year. Also we continued to achieve success in our strategic goal of improving marginal profitability as operating income as a percentage of net revenue increased to 13.7% in the first quarter of 2016, compared to 11.0% in the prior year.
The most eagerly awaited metric for the first quarter was same-store pawn loan balance as management hoped to break the trend of negative year-over-year comps at the conclusion of the first quarter. We are pleased to report that as of March 31, 2016 same-store pawn loan balances were up 1.2% compared to down 1/2% in the first quarter of 2015, and they were up sequentially from the down .5% as of year-end 2015. This important metric has been a long time coming and should favorably impact results going forward.
In addition, Cash America reported its first year-over-year increase in total revenue in 5 quarters as total revenue of $277.2 million was up 2% year-over-year, however, the strategic decision to reduce unsecured short-term consumer lending activities resulted in lower net fees from that product which combined with a small loss on the sale of gold and diamonds to reduce net revenue by 2.1% to $144 million. However, same-store net revenue excluding the nonstrategic items of net consumer loan fees and commercial sale of gold and diamonds was up 3.9% in the first quarter 2016 versus down 1.5% in the first quarter 2015, and was up sequentially almost twice as high as the fourth quarter 2015 number of 2.1%.
The unsecured consumer loan business continues to be a diminishing piece of the total revenue of the company. In the first quarter of 2016 the revenue from the single-pay unsecured consumer loan product represented only 4% of total company revenue, while all unsecured consumer loans, which includes our installment loan product, was 7% of total revenue.
Moving back to the core business, while total gross profit margin fell to 27.5% in the current quarter this number was significantly impacted by the small loss on the sale of commercial gold and diamonds. More importantly, retail sales in the companys storefront locations increased 2% and retail gross profit margin improved 120 basis points to 32.9% from 31.7% in the prior year. So retail gross profit dollars increased 6% on a 2% increase in retail sales as the company continues to make progress driving retail sales in its storefront locations.
Cash America International | 3 | |
Q1 2016 RESULTS AUDIO TRANSCRIPT | ||
Tom Bessant Comments |
Finally, I would add that the loss on commercial gold and diamonds was expected and included in our guidance numbers for the first quarter based on the prevailing low gold prices in the open market. Youll also remember that the first-quarter 2015 results included an unusually high 22% gross profit margin on the sale of gold and diamonds which dropped significantly in Q2 and throughout the rest of 2015. The recent improvement in the market price of gold should provide a small level of relief for commercial sales in Q2, however, I do not expect a meaningful contribution and it could also be a small loss.
So in conclusion, overall the metrics coming out of the first quarter were healthy, led by an increase in same-store pawn loan balances of 1.2% and an increase in retail gross profit margin on higher levels of retail sales within our store locations.
Before I get into the outlook for the second quarter and the remainder of 2016, I would like to update you on our share repurchase activity, we repurchased 844,000 shares of our stock during the first quarter, at an average price of $31.41 per share, representing an investment of $26.5 million. The repurchases in the first quarter of 2016 represented approximately 3% of the diluted shares outstanding at the beginning of the quarter. We finished the quarter with approximately $48.3 million in cash on the balance sheet and nothing outstanding under our line credit. The net debt balance at the end of the first quarter of 2016, which is total debt less the cash on the balance sheet, was $131 million, resulting in a net debt-to-total capital ratio of approximately 11% and leverage ratio of 1.1 times trailing 12 months adjusted EBITDA.
As we look at the second quarter of 2016, management expects marginal profitability to continue to improve as we have managed to a lower level of total expenses. As I discussed in the January conference call youll see that our aggregate expense figures are trending lower and we expect to get the benefit of higher same-store pawn loan balances in the second quarter of 2016. We expect the second quarter 2016 earnings-per-share to be in a range of between 12 cents and $.18 per share compared to an adjusted EPS of 6 cents per share in the second quarter of 2015, which excluded a $0.03 per share gain on the disposition of equity securities and a $0.01 per share loss on early extinguishment of debt. This growth is expected despite the continued burden of lower consumer loan fees, net losses and little to no profitability from the commercial sale of gold and diamonds.
Cash America International | 4 | |
Q1 2016 RESULTS AUDIO TRANSCRIPT | ||
Tom Bessant Comments |
The success of the first quarter 2016 and our outlook for the remainder of the year allows us to increase our full-year guidance to between $1.30 and $1.50 per share from our previous range of between $1.25 and $1.45 per share, compared to $1.01 cents per share for fiscal year 2015. We have also revised our guidance for full year [Adjusted] EBITDA to between $125MM and $133MM.
Thank you for your time. This concludes my commentary on the financial results of Q1 2016.
*********************************
Exhibit 99.3
For Immediate Release
First Cash Financial Services and Cash America International to Combine in Merger of Equals to Create Leading Operator of Retail Pawn Stores in the United States and Latin America
Combined Company to Have Experienced Management Team and a Strong Platform for
Growth and Value Creation
Financial Strength to Enhance Ability to Expand in Growing Latin American Market and to Support
Capital Returns to Shareholders
Combined Company Expected to Pay Annual Cash Dividend of $0.76 Per Share
Transaction Expected to Be Significantly Accretive to Free Cash Flow and Earnings Per Share
Increased Scale Expected to Result in $50 Million in Annual Run-Rate Synergies
First Cash and Cash America to Host Joint Conference Call and Webcast at 8:00 a.m. ET Today
ARLINGTON, Texas and FORT WORTH, Texas April 28, 2016 First Cash Financial Services, Inc. (NASDAQ: FCFS), a leading international operator of retail pawn stores in Latin America and the United States, and Cash America International, Inc. (NYSE: CSH), a leading operator of retail pawn stores in the United States, today announced that they have entered into a definitive merger agreement under which the two companies will combine in a tax free, all-stock transaction. The pro-forma market value of equity of the transaction is valued at approximately $2.4 billion, based on the current shares outstanding and the closing stock price on April 27, 2016 for both companies.
The combined company, to be named FirstCash, will have one of the largest retail pawn store footprints in Latin America and the United States, with over 2,000 locations across four countries. The robust cash flows and financial strength of the merged companies will allow for greater capital returns to shareholders in the form of increased cash dividends and further stock buybacks as well as for continued expansion in Latin America.
This is a transformational combination that creates compelling growth and value creation opportunities for both companies stakeholders, said Rick Wessel, Chairman and Chief Executive Officer of First Cash. The increased scale resulting from this combination will enable us to serve more consumers in more markets than ever before. We will also benefit from significant run-rate synergies and robust cash flows that will enhance our ability to pursue expansion plans in the Latin American region, which we expect to be our primary store growth vehicle, Wessel concluded.
In addition to combining two complementary businesses, our merger with First Cash brings together two organizations with a shared commitment to providing attractive products, services and solutions for under-banked and value-conscious consumers, said Brent Stuart, Cash America President and Chief Executive Officer. All of us at Cash America are thrilled to partner with First Cash as we enter into this new chapter for our company that we believe will drive value for our shareholders and the customers we serve, Stuart concluded.
Dan Feehan, Executive Chairman of Cash America, said, Both companies have strong brands, broad market presence and teams of talented people, which the combined company will build on to capture the significant upside this partnership creates. This is an exciting opportunity to re-define leadership in our industry.
FirstCash: A Strong Platform with Experienced Management; Well Positioned for Growth and Value Creation
| Proven Leadership Team: FirstCash will be led by a proven leadership team that reflects the strengths and capabilities of both companies, including a successful integration track record involving nearly 450 store acquisitions since 2013. Mr. Feehan will serve as Non-Executive Chairman, Mr. Wessel as Vice Chairman and Chief Executive Officer, and Mr. Stuart as President and Chief Operating Officer. Doug Orr, Executive Vice President and Chief Financial Officer of First Cash, will serve as Executive Vice President and Chief Financial Officer of FirstCash. The combined companys board of directors will be comprised of seven directors, three of whom will be designated by First Cash, three by Cash America and a former First Cash director endorsed by Cash America. |
| Scale and Geographic Reach: The combined company will have operations in four countries, including almost 1,200 stores in the United States, and 936 Latin American locations that will represent 45% of FirstCashs stores. The majority of new store growth is expected to be in Latin American markets. On a pro forma basis, FirstCash would have first quarter 2016 LTM revenues of approximately $1.75 billion. Pawn operations will continue to be the primary focus of the combined company, with 94% of the combined companys expected revenue mix coming from pawn-related merchandise sales and pawn service fees. |
| Significant Run-Rate Synergies: The increased scale afforded by the combination is expected to generate approximately $50 million of annual run-rate synergies within the first 24 months after the closing of the transaction, primarily from efficiencies related to technology platforms, finance and reporting functions, and other administrative functions. |
| Significantly Accretive to Earnings: Looking at standalone expectations, the transaction would be 10% accretive to First Cashs expected earnings per share in 2017 and 35% accretive to Cash Americas expected 2017 earnings per share. |
| Capital Returns to Shareholders: FirstCash intends to return capital to shareholders via quarterly cash dividend payments and stock buybacks. While subject to the approval of the combined companys board of directors, it is expected that the new company will pay an annual cash dividend of $0.76 per share, paid quarterly, which is approximately 50% greater than First Cashs current dividend policy and approximately 100% greater than Cash Americas current dividend policy. |
| Strong Cash Flow and Financial Flexibility: The combined companys pro forma robust cash flows and balance sheet provide the financial strength to support continued expansion into Latin American markets in addition to a return of capital to shareholders through cash dividends and buybacks. FirstCashs strong credit profile is expected to lead to lower long-term financing costs. |
Terms and Additional Details
Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, Cash America shareholders will receive a fixed exchange ratio of 0.84 First Cash shares for each Cash America share they own. Following the close of the transaction, First Cash shareholders will own approximately 58% of the combined company, and Cash America shareholders will own approximately 42%.
Following the closing of the transaction, FirstCash will be headquartered in Fort Worth, Texas.
Pending completion of the transaction, both companies expect to continue to pay quarterly cash dividends under each companys existing dividend policy and respective stock repurchase programs will be suspended.
Approvals
The transaction is expected to close in the second half of 2016, subject to the satisfaction of customary closing conditions, the expiration or termination of the applicable Hart-Scott-Rodino waiting period and approvals by the shareholders of both First Cash and Cash America.
Advisors
Credit Suisse is serving as lead financial advisor to First Cash and Comstock Capital & Advisory Group, LLC and Pi Capital International LLC also served as financial advisors to First Cash. Alston & Bird LLP is serving as legal counsel to First Cash. Jefferies LLC is serving as exclusive financial advisor to Cash America, and Hunton & Williams LLP is serving as legal counsel to Cash America.
Conference Call and Webcast
First Cash and Cash America will host a joint conference call and webcast today, April 28, at 8:00 a.m. ET (7:00 a.m. CT) to discuss the merger transaction as well as both companies first quarter 2016 financial results, which were separately announced today.
The dial-in number is (212) 231-2930. Participants should dial in 10 minutes prior to the scheduled start time.
A link to the live Webcast of the conference call will be available on the investor relations section of each companys websites at www.cashamerica.com and www.firstcash.com.
A link to the webcast replay will be available shortly after the call concludes on the companies investor relations websites. A replay may also be accessed for 72 hours by dialing toll-free: (800) 633-8284 or +1-402-977-9140 for international callers. The replay confirmation code is 21776991.
About First Cash
With over 1,270 retail and consumer lending locations in the U.S., Mexico, Guatemala and El Salvador, First Cash Financial Services, Inc. is a leading international operator of pawn stores. First Cash focuses on serving cash and credit constrained consumers through its retail pawn locations, which buy and sell a wide variety of jewelry, consumer electronics, power tools, household appliances, sporting goods, musical instruments and other merchandise, and make small consumer pawn loans secured by pledged personal property. Approximately 97% of the Companys revenues are from pawn operations.
First Cash is a component company in both the Standard & Poors SmallCap 600 Index® and the Russell 2000 Index®. First Cashs common stock (ticker symbol FCFS) is traded on the NASDAQ Global Select Market, which has the highest initial listing standards of any stock exchange in the world based on financial and liquidity requirements.
About Cash America
As of March 31, 2016, Cash America International, Inc. operated 892 total locations in the United States offering pawn lending and related services to consumers, which included the following:
| 819 lending locations in 20 states in the United States primarily under the names Cash America Pawn, SuperPawn, Cash America Payday Advance, and Cashland; and |
| 73 check cashing centers (all of which are unconsolidated franchised check cashing centers) operating in 12 states in the United States under the name Mr. Payroll. |
For additional information regarding Cash America and the services it provides, visit the Companys website located at: http://www.cashamerica.com or download the Cash America mobile app without cost from the App StoreSM and on Google Play.
App Store is a service mark of Apple Inc. and Google Play is a trademark of Google Inc.
Forward Looking Statements
This communication contains forward-looking statements (as defined in the Securities Litigation Reform Act of 1995) regarding, among other things, future events or the future financial performance of First Cash and Cash America. Words such as anticipate, expect, project, intend, believe, will, estimates, may, could, should and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. The closing of the proposed transaction is subject to the approval of the stockholders of First Cash and Cash America, regulatory approvals and other customary closing conditions. There is no assurance that such conditions will be met or that the proposed transaction will be consummated within the expected time frame, or at all. Forward-looking statements relating to the proposed transaction include, but are not limited to: statements about the benefits of the proposed transaction, including anticipated synergies and cost savings and future financial and operating results; future capital returns to stockholders of the combined company; First Cashs and Cash Americas plans, objectives, expectations, projections and intentions; the expected timing of completion of the proposed transaction; and other statements relating to the transaction that are not historical facts. Forward-looking statements are based on information currently available to First Cash and Cash America and involve estimates, expectations and projections. Investors are cautioned that all such forward-looking statements are subject to risks and uncertainties, and important factors could cause actual events or results to differ materially from those indicated by such forward-looking statements. With respect to the proposed transaction, these risks, uncertainties and factors include, but are not limited to: the risk that First Cash or Cash America may be unable to obtain governmental and regulatory approvals required for the transaction, or that required governmental and
regulatory approvals may delay the transaction or result in the imposition of conditions that could reduce the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; the risk that required stockholder approvals may not be obtained; the risks that condition(s) to closing of the transaction may not be satisfied; the length of time necessary to consummate the proposed transaction, which may be longer than anticipated for various reasons; the risk that the businesses will not be integrated successfully; the risk that the cost savings, synergies and growth from the proposed transaction may not be fully realized or may take longer to realize than expected; the diversion of management time on transaction-related issues; the risk that costs associated with the integration of the businesses are higher than anticipated; and litigation risks related to the transaction. With respect to the businesses of First Cash and/or Cash America, including if the proposed transaction is consummated, these risks, uncertainties and factors include, but are not limited to: the effect of future regulatory or legislative actions on the companies or the industries in which they operate and the effect of compliance with enforcement actions, orders or agreements issued by applicable regulators; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect and/or risks related to the ability to obtain financing; economic and foreign exchange rate volatility, particularly in Latin American markets; adverse gold market or exchange rate fluctuations; increased competition from banks, credit unions, internet-based lenders, other short-term consumer lenders and other entities offering similar financial services as well as retail businesses that offer products and services offered by First Cash and Cash America; decrease in demand for First Cashs or Cash Americas products and services; public perception of First Cashs and Cash Americas business and business practices; changes in the general economic environment, or social or political conditions, that could affect the businesses; the potential impact of the announcement or consummation of the proposed transaction on relationships with customers, suppliers, competitors, management and other employees; risks related to any current or future litigation proceedings; the ability to attract new customers and retain existing customers in the manner anticipated; the ability to hire and retain key personnel; reliance on and integration of information technology systems; ability to protect intellectual property rights; impact of security breaches, cyber-attacks or fraudulent activity on First Cashs or Cash Americas reputation; the risks associated with assumptions the parties make in connection with the parties critical accounting estimates and legal proceedings; and the potential of international unrest, economic downturn or effects of currencies, tax assessments or tax positions taken, risks related to goodwill and other intangible asset impairment, tax adjustments, anticipated tax rates, benefit or retirement plan costs, or other regulatory compliance costs.
Additional information concerning other risk factors is also contained in First Cashs and Cash Americas most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other Securities and Exchange Commission (SEC) filings.
Many of these risks, uncertainties and assumptions are beyond First Cashs or Cash Americas ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the information currently available to the parties on the date they are made, and neither First Cash nor Cash America undertakes any obligation to update publicly or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this communication. Neither First Cash nor Cash America gives any assurance (1) that either First Cash or Cash America will achieve its expectations, or (2) concerning any result or the timing thereof. All subsequent written and oral forward-looking statements concerning First Cash, Cash America, the proposed transaction, the combined company or other matters and attributable to First Cash or Cash America or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Additional Information and Where to Find It
This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed transaction between First Cash and Cash America or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The proposed transaction between First Cash and Cash America will be submitted to the respective stockholders of First Cash and Cash America for their consideration. First Cash will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of First Cash and Cash America that also constitutes a prospectus of First Cash. First Cash and Cash America will deliver the joint proxy statement/prospectus to their respective stockholders as required by applicable law. First Cash and Cash America also plan to file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for any prospectus, proxy statement or any other document which First Cash or Cash America may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF FIRST CASH AND CASH AMERICA ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST CASH, CASH AMERICA, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents containing important information about First Cash and Cash America, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. First Cash and Cash America make available free of charge at www.firstcash.com and www.cashamerica.com, respectively (in the Investor or Investor Relations section, as applicable), copies of materials they file with, or furnish to, the SEC.
Participants in the Merger Solicitation
First Cash, Cash America, and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of First Cash and Cash America in connection with the proposed transaction. Information about the directors and executive officers of First Cash is set forth in its proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on April 30, 2015. Information about the directors of Cash America is set forth in its proxy statement for its 2016 annual meeting of shareholders, which was filed with the SEC on April 7, 2016, and information about the executive officers of Cash America is set forth in Cash Americas Annual Report on Form 10-K, which was filed with the SEC on February 26, 2016. These documents can be obtained free of charge from the sources indicated above. Other information regarding those persons who are, under the rules of the SEC, participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
First Cash Contacts:
Investors
Gar Jackson
Global IR Group
(949) 873-2789
Doug Orr, Executive Vice President and Chief Financial Officer
(817) 505-3199
Media
Dan Katcher / Barrett Golden
Joele Frank Wilkinson Brimmer Katcher
(212) 355-4449
Cash America Contacts:
Investors
L. Dee Littrell
817-570-1661 Direct
Media
Yolanda Walker
817-333-1973 Direct
Merger of Equals Creating a leading operator of retail pawn stores in the United States and Latin America April 28, 2016 Exhibit 99.4
Forward looking statements This presentation contains “forward-looking statements” (as defined in the Securities Litigation Reform Act of 1995) regarding, among other things, future events or the future financial performance of First Cash and Cash America. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “will,” “estimates,” “may,” “could,” “should” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. The closing of the proposed transaction is subject to the approval of the stockholders of First Cash and Cash America, regulatory approvals and other customary closing conditions. There is no assurance that such conditions will be met or that the proposed transaction will be consummated within the expected time frame, or at all. Forward-looking statements relating to the proposed transaction include, but are not limited to: statements about the benefits of the proposed transaction, including anticipated synergies and cost savings and future financial and operating results; future capital returns to stockholders of the combined company; First Cash’s and Cash America’s plans, objectives, expectations, projections and intentions; the expected timing of completion of the proposed transaction; and other statements relating to the transaction that are not historical facts. Forward-looking statements are based on information currently available to First Cash and Cash America and involve estimates, expectations and projections. Investors are cautioned that all such forward-looking statements are subject to risks and uncertainties, and important factors could cause actual events or results to differ materially from those indicated by such forward-looking statements. With respect to the proposed transaction, these risks, uncertainties and factors include, but are not limited to: the risk that First Cash or Cash America may be unable to obtain governmental and regulatory approvals required for the transaction, or that required governmental and regulatory approvals may delay the transaction or result in the imposition of conditions that could reduce the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; the risk that required stockholder approvals may not be obtained; the risks that condition(s) to closing of the transaction may not be satisfied; the length of time necessary to consummate the proposed transaction, which may be longer than anticipated for various reasons; the risk that the businesses will not be integrated successfully; the risk that the cost savings, synergies and growth from the proposed transaction may not be fully realized or may take longer to realize than expected; the diversion of management time on transaction-related issues; the risk that costs associated with the integration of the businesses are higher than anticipated; and litigation risks related to the transaction. With respect to the businesses of First Cash and/or Cash America, including if the proposed transaction is consummated, these risks, uncertainties and factors include, but are not limited to: the effect of future regulatory or legislative actions on the companies or the industries in which they operate and the effect of compliance with enforcement actions, orders or agreements issued by applicable regulators; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect and/or risks related to the ability to obtain financing; economic and foreign exchange rate volatility, particularly in Latin American markets; adverse gold market or exchange rate fluctuations; increased competition from banks, credit unions, internet-based lenders, other short-term consumer lenders and other entities offering similar financial services as well as retail businesses that offer products and services offered by First Cash and Cash America; decrease in demand for First Cash’s or Cash America’s products and services; public perception of First Cash’s and Cash America’s business and business practices; changes in the general economic environment, or social or political conditions, that could affect the businesses; the potential impact of the announcement or consummation of the proposed transaction on relationships with customers, suppliers, competitors, management and other employees; risks related to any current or future litigation proceedings; the ability to attract new customers and retain existing customers in the manner anticipated; the ability to hire and retain key personnel; reliance on and integration of information technology systems; ability to protect intellectual property rights; impact of security breaches, cyber-attacks or fraudulent activity on First Cash’s or Cash America’s reputation; the risks associated with assumptions the parties make in connection with the parties’ critical accounting estimates and legal proceedings; and the potential of international unrest, economic downturn or effects of currencies, tax assessments or tax positions taken, risks related to goodwill and other intangible asset impairment, tax adjustments, anticipated tax rates, benefit or retirement plan costs, or other regulatory compliance costs. Additional information concerning other risk factors is also contained in First Cash’s and Cash America’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other Securities and Exchange Commission (“SEC”) filings. Many of these risks, uncertainties and assumptions are beyond First Cash’s or Cash America’s ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the information currently available to the parties on the date they are made, and neither First Cash nor Cash America undertakes any obligation to update publicly or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this presentation. Neither First Cash nor Cash America gives any assurance (1) that either First Cash or Cash America will achieve its expectations, or (2) concerning any result or the timing thereof. All subsequent written and oral forward-looking statements concerning First Cash, Cash America, the proposed transaction, the combined company or other matters and attributable to First Cash or Cash America or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Additional information and where to find it This presentation is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed transaction between First Cash and Cash America or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The proposed transaction between First Cash and Cash America will be submitted to the respective stockholders of First Cash and Cash America for their consideration. First Cash will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of First Cash and Cash America that also constitutes a prospectus of First Cash. First Cash and Cash America will deliver the joint proxy statement/prospectus to their respective stockholders as required by applicable law. First Cash and Cash America also plan to file other documents with the SEC regarding the proposed transaction. This presentation is not a substitute for any prospectus, proxy statement or any other document which First Cash or Cash America may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF FIRST CASH AND CASH AMERICA ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST CASH, CASH AMERICA, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents containing important information about First Cash and Cash America, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. First Cash and Cash America make available free of charge at ww2.firstcash.com and www.cashamerica.com, respectively (in the “Investor” or “Investor Relations” section, as applicable), copies of materials they file with, or furnish to, the SEC. Participants in the Merger Solicitation First Cash, Cash America, and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of First Cash and Cash America in connection with the proposed transaction. Information about the directors and executive officers of First Cash is set forth in its proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on April 30, 2015. Information about the directors of Cash America is set forth in its proxy statement for its 2016 annual meeting of shareholders, which was filed with the SEC on April 7, 2016, and information about the executive officers of Cash America is set forth in Cash America’s Annual Report on Form 10-K, which was filed with the SEC on February 26, 2016. These documents can be obtained free of charge from the sources indicated above. Other information regarding those persons who are, under the rules of the SEC, participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Regulation G This presentation includes certain financial information that does not conform to generally accepted accounting principles (GAAP). Management of the companies believe that an analysis of this data is meaningful to investors because it provides insight with respect to comparisons of the ongoing operating results of the companies. These measures should not be viewed as an alternative to GAAP measures of performance. Furthermore, these measures may not be consistent with similar measures provided by other companies. This data should be read in conjunction with the respective companies most recently filed Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These reports are available on our respective websites. Reconciliations of non-GAAP measures to GAAP measures are also included with this presentation.
2016 Q1 earnings per share(3) was $0.42, compared to $0.27 for the prior-year first quarter Adjusted EBITDA(4) for 2016 Q1 totaled $33.3 million and net income was $10.6 million Total revenue in 2016 Q1 was $277 million, representing an increase of $5 million or 2%, compared to the prior-year first qurter Same-store pawn net revenue, excluding net revenue from commercial disposition activities and net revenue from consumer loans, increased 3.9% from the prior-year first quarter Average pawn receivables outstanding increased $2 million or 1%, compared to the prior-year first quarter, primarily due to higher average pawn receivables in same-store pawn locations, which finished 2016 Q1 up 1.2% The Company is raising its previously reported expectations for its fiscal year 2016 adjusted EBITDA and EPS with an anticipated range of between $125 to $133 million, which will generate between $1.30 and $1.50 in earnings per share 2016 Q1 financial results Note: FY 2016 guidance for both FCFS and CSH does not consider the effects of the contemplated transaction. (1)Based on FCFS’s diluted weighted average shares outstanding of 28.241mm as of 3/31/2016. Non-GAAP measure; see appendix. (2)FCFS’s adjusted EBITDA denotes earnings before depreciation, amortization, interest, provision or benefit for income taxes, and certain non-recurring charges. Non-GAAP measure; see appendix. Diluted earnings per share(1) were $0.47 for 2016 Q1, which includes non-recurring acquisition expenses of $0.01 per share. Excluding these expenses, adjusted diluted earnings per share(1) were $0.48 compared to $0.59 in the prior-year period Adjusted EBITDA(2) for 2016 Q1 totaled $29.2 million and net income was $13.2 million Total 2016 Q1 revenue increased 14% on a constant currency basis to $183 million, reflecting 18% constant currency growth in core pawn revenues partially offset by expected declines in total non‐core revenues Core pawn revenues in Latin America increased 31% on a currency-adjusted basis and represented 58% of total core revenues Consolidated core same‐store revenue increased 3% for the current quarter, driven by same-store core pawn revenue growth in Latin America of 8% Pawn receivables, a leading indicator of future revenue growth, increased by 37% in Latin America, 2% in the U.S. and 19% in total compared to the prior-year period on a constant currency basis The Company is raising its fiscal full-year 2016 guidance for earnings to be in the range of $2.25 to $2.45 per diluted share. This is $0.05 above its previously announced range of $2.20 to $2.40 per diluted share (3)Based on CSH’s diluted weighted average shares outstanding of 25.121mm as of 3/31/2016. (4)CSH’s adjusted EBITDA denotes earnings before depreciation, amortization, interest, provision for income taxes, loss on early extinguishment of debt, gain on disposition of equity securities and certain other charges. Non-GAAP measure; see appendix.
Expected in the second half of 2016 Approvals: Hart-Scott-Rodino Act, FCFS shareholders, CSH shareholders Merged company will be renamed FirstCash, Inc. Headquartered at existing CSH headquarters in Fort Worth, Texas Expected annual dividend per share of $0.76 represents ~50% increase to FCFS and ~100% to CSH The combined company expects to maintain a dividend policy that optimizes long term total return to shareholders ~$50mm annual run rate synergies expected to be largely phased-in within the first 24 months Dan Feehan: Chairman Rick Wessel: CEO and Vice Chairman Brent Stuart: President and COO Doug Orr: CFO FCFS to appoint three directors CSH to appoint three directors A former FCFS director endorsed by Cash America 58% FCFS; 42% CSH Approximately $2.4 billion as of 4/27/2016 0.840x FCFS shares for each CSH share 100% stock-for-stock Tax-free transaction Company name and headquarters Transaction overview Pro forma market cap. Transaction structure Pro forma ownership Board composition Expected synergies Fixed exchange ratio Expected dividend Closing Leadership First Cash Financial Services and Cash America International announce a merger of equals
Significantly accretive transaction to both companies driving: $279mm LTM 1Q’16 adjusted EBITDA(1) for the combined entity 2017E EPS(2) accretion of +10% to First Cash and +35% to Cash America $0.76 expected annual dividend per share represents ~50% increase for First Cash and ~100% increase for Cash America shareholders ~$50mm annual run rate cost synergies expected to be largely phased-in within the first 24 months A strong platform with premier, proven management team (1)Considers ~$35mm of run-rate operating cost synergies. (2)Based on pro forma diluted weighted average shares outstanding of 48.6mm; considers ~$50mm of run-rate cost synergies. Enhanced scale and geographic reach: creates leading operator of retail pawn stores in the United States and Latin America with operations in four countries and over 2,000 stores Strong cash flow and financial flexibility Financial strength to enhance expansion plans in growing Latin American market and to support capital returns to shareholders Leverage neutral transaction where synergies will significantly improve the credit profile of the business Proven leadership team with successful integration track record Compelling strategic benefits Compelling financial benefits Well positioned for greater success and value creation than either company could achieve on its own
Natural partners with scale in complementary geographies and business lines Store count by location Pro forma 1,273 819 2,092 Latin America U.S. (Q1 2016 LTM figures; $ in millions) $656 $948 $1,604 Core revenue breakdown by location Latin America U.S. Pawn fees Consumer loans and credit services fees Merchandise sales $712 $1,035 $1,747 Revenue breakdown by product
Powerful financial combination (1)FCFS’s adjusted EBITDA denotes earnings before depreciation, amortization, interest, provision or benefit for income taxes, and certain non-recurring charges. Non-GAAP measure; see appendix. Revenue $712 $1,035 $1,747 Adjusted EBITDA $129 (1) $115 (2) $279 (3) Net income $57 $30 $120 (4) Pawn receivables $127 $211 $338 Total debt / adjusted EBITDA 1.9x 1.6x 1.5x (3) Pro forma Market cap. (4/27/16) $1.4bn $1.0bn $2.4bn (Q1 2016 LTM figures; $ in millions) (2)CSH’s adjusted EBITDA denotes earnings before depreciation, amortization, interest, provision or benefit for income taxes, foreign currency transaction gains or losses, loss on early extinguishment of debt, gain on disposition of equity securities and certain other charges. Non-GAAP measure; see appendix. (3)Considers ~$35mm of run-rate operating cost synergies. (4)Considers ~$50mm of run-rate cost synergies.
Annual depreciation savings ~$15 million, primarily from technology platform synergies Annual operating cost synergies ~$35 million, primarily from technology, finance and other administrative synergies No contemplated store closings Estimated synergies and integration costs Estimated amounts Adjusted EBITDA Pre-tax earnings One-time integration costs ~$28 million +~$35mm +~$50mm 80% of synergies expected to be phased-in within the first 24 months Timing Immediate Over 3 years
Enhanced scale with limited overlap Combined entity will have over 2,000 stores 1,156 stores across 26 states in the U.S. with 936 stores in Latin America Mexico operations U.S. operations Central America operations 33 12 27 6 35 7 438 18 25 25 44 120 26 44 41 27 46 8 77 24 3 31 1 6 29 3 Top 10 states by store count WA ID CA NV OR AZ CO MT NM UT WY TX KS OK IL IN IA MN NE ND SD WI MS AL AR KY LA MO FL GA NC SC VA OH CT ME MI NH NY PA VT MA NJ MD WV RI DE TN AK DC HI Guatemala 32 El Salvador 13 Baja California Baja California Sur Sinaloa Sonora Chihuahua Coahuila Nuevo Leon Tamaulipas Quintana Roo Yucatan San Luis Potosi Campeche Chiapas Tabasco Oaxaca Morelos Estado de Mexico Guerrero Durango Nayarit Zacatecas Aguascalientes Jalisco Colima Michoacán Guanajuato Puebla 891 Estado de Ciudad de Mexico Veracruz Queretaro Tlaxcala Hidalgo
Confident that full-service pawn model can be replicated in other markets Substantial infrastructure in place to accomplish new acquisitions and de novo expansion Significant runway for store openings and strategic acquisitions in Mexico Looking strategically for additional expansion acquisition opportunities in other markets Sufficient Latin American cash flow to fund +60 de novo stores per year Ongoing growth strategy French Guiana Suriname Guyana Panama Costa Rica Nicaragua El Salvador Honduras Guatemala Argentina Bolivia Brazil Chile Colombia Ecuador Peru Uruguay Venezuela Mexico Paraguay Belize U.S. growth strategy Continued focus on growth in selected markets with favorable demographics U.S. growth will be driven by smaller opportunistic acquisitions Latin America growth strategy Latin America will be the primary store growth vehicle - significant untapped potential in the region Existing country presence Near-term expansion opportunities
Significant franchise and shareholder value (1)Considers ~$35mm of run-rate operating cost synergies. (2)Based on pro forma diluted weighted average shares outstanding of 48.6mm; considers ~$50mm of run-rate cost synergies. Creation of leading operator of retail pawn stores with over 2,000 stores in the United States and Latin America 1 Financial strength to enhance expansion plans in Latin America and to support capital returns to shareholders 2 $279mm LTM 1Q’16 adjusted EBITDA(1) for the combined entity; $129mm for FCFS and $115mm for CSH 3 2017E EPS(2) accretion of +10% to First Cash and +35% to Cash America 4 $0.76 expected annual dividend per share; ~50% increase for FCFS and ~100% increase for CSH shareholders 5 Leverage neutral transaction where synergies will significantly improve the credit profile of the combined company 6 Merger combines the most experienced leadership in the industry focused on execution and shareholder value 7
Appendix
Adjusted net income and adjusted earnings per share First Cash Financial Services, Inc. Three months ended March 31, 2016 2015 ($ in thousands, except per share data) $ Per diluted share $ Per diluted share Net income $13,174 $0.47 $16,788 $0.59 Adjustments, net of tax: Non-recurring restructuring expenses related to U.S. consumer loan operations – – 90 – Non-recurring store acquisition expenses 260 0.01 46 – Adjusted net income $13,434 $0.48 $16,924 $0.59
Adjusted EBITDA First Cash Financial Services, Inc. (1)For the three months and trailing twelve months ended March 31, 2015, excludes $89k of depreciation and amortization and for the trailing twelve months ended March 31, 2016, excludes $404k of depreciation and amortization, which are included in the non-recurring restructuring expenses related to U.S. consumer loan operations. Three months ended March 31, Trailing twelve months ended March 31, ($ in thousands) 2016 2016 Net income $13,174 $57,096 Provision for income taxes 6,487 25,857 Depreciation and amortization (1) 4,937 17,925 Interest expense 4,460 17,327 Interest income (274) (1,496) EBITDA $28,784 $116,709 Adjustments: Non-recurring restructuring expenses related to U.S. consumer loan operations – 8,749 Non-recurring store acquisition expenses 400 3,210 Adjusted EBITDA $29,184 $128,668
Adjusted earnings and adjusted earnings per share Cash America International, Inc. Three months ended March 31, 2016 2015 ($ in thousands, except per share data) $ Per diluted share $ Per diluted share Net income and diluted net income per share $10,633 $0.42 $7,845 $0.27 Adjustments, net of tax: Loss on early extinguishment of debt 7 – – – Gain on disposition of equity securities (75) – (81) – Reorganization expenses – – 537 0.02 Adjusted net income and adjusted diluted net income per share $10,565 $0.42 $8,301 $0.29 Other adjustments, net of tax: Intangible asset amortization $968 $0.04 $1,029 $0.04 Non-cash equity-based compensation 1,117 0.04 1,006 0.03 Foreign currency transaction gain – – (25) – Adjusted earnings and adjusted earnings per share $12,650 $0.50 $10,311 $0.36
Adjusted EBITDA Cash America International, Inc. Three months ended March 31, Trailing twelve months ended March 31, ($ in thousands) 2016 2016 Net income $10,633 $30,354 Provision for income taxes 5,322 15,888 Gain on disposition of equity securities (117) (1,679) Loss on early extinguishment of debt 11 618 Foreign currency transaction loss (gain) – 7 Interest expense, net 3,899 14,614 Depreciation and amortization 13,505 55,237 Adjustments: Reorganization expenses – – Loss on divestitures – – 2013 Litigation Settlement – – Adjusted EBITDA $33,253 $115,039
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Marie Brizard Wine & Spirits: Q1 2024 revenues
- Predian Announces the Integration of Wholesale and Auction Pricing Into ValueVision®
- D.A. Davidson Adds Tim Ludwick, Enhancing Financial Sponsors Coverage
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!