10-Q 1 ccfi-20190630x10q.htm 10-Q ccfi_Current_Folio-10Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2019

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to                  to                

 

Commission File Number: 333‑231069

CCF HOLDINGS LLC

(Exact name of registrant as specified in its charter)

Ohio

(State or other jurisdiction of

incorporation or organization)

83‑2704255

(IRS Employer

Identification No.)

 

 

6785 Bobcat Way, Suite 200, Dublin, Ohio

(Address of principal executive offices)

43016

(Zip Code)

 

(888) 513‑9395

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered pursuant to Section 12(b) of the Act: none

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T  (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

Large accelerated filer 

Accelerated filer

 

 

Non-accelerated filer    

Smaller reporting company 

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12‑b‑2 of the Act.) Yes ☐    No ☒

There is no market for the registrant’s equity. As of June  30, 2019, there were 992,857 units outstanding.

 

 

CCF Holdings LLC and Subsidiaries

 

Form 10-Q for the Quarterly Period Ended June  30, 2019

 

Table of Contents

 

 

 

 

 

 

Page

 

Financial Information

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

Consolidated Balance Sheets as of June 30, 2019 (unaudited) and December 31, 2018

3

 

 

 

 

Consolidated Statements of Operations and Comprehensive Loss for the three months and six months ended June 30, 2019 (unaudited) and June 30, 2018 (unaudited)

4

 

 

 

 

Consolidated Statement of Stockholders’ Equity for the three months and six months ended June 30, 2018 (unaudited)

5

 

 

 

 

Consolidated Statement of Members’ Equity for the three months and six months ended June  30, 2019 (unaudited)

6

 

 

 

 

Consolidated Statements of Cash Flows for the six months ended June 30, 2019 (unaudited) and June 30, 2018 (unaudited)

7

 

 

 

 

Notes to unaudited Consolidated Financial Statements

8-27 

 

 

 

Item 2. 

Management’s Discussion and Analysis of Financial Condition and Result of Operations

28-45

 

 

 

Item 3. 

Quantitative and Qualitative Disclosures about Market Risk

46

 

 

 

Item 4. 

Controls and Procedures

46

 

 

 

Part II 

Other Information

46

 

 

 

Item 1. 

Legal Proceedings

46

 

 

 

Item 1A. 

Risk Factors

47

 

 

 

Item 6. 

Exhibits

47

 

 

 

 

Signatures

48

 

 

 

 

2

CCF Holdings LLC and Subsidiaries

 

Consolidated Balance Sheets

 

June  30, 2019 and December 31, 2018

 

(In thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

June 30, 

 

December 31, 

 

 

    

2019

 

2018

 

 

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

59,740

 

$

53,208

 

Restricted cash

 

 

4,145

 

 

4,175

 

Finance receivables, net of allowance for loan losses of $12,025 and $3,139

 

 

76,309

 

 

81,093

 

Card related pre-funding and receivables

 

 

991

 

 

899

 

Other current assets

 

 

21,785

 

 

16,028

 

Total current assets

 

 

162,970

 

 

155,403

 

Noncurrent Assets

 

 

 

 

 

 

 

Finance receivables, net of allowance for loan losses of $1,424 and $335

 

 

3,711

 

 

3,271

 

Property, leasehold improvements and equipment, net

 

 

48,181

 

 

61,842

 

Right of use assets - operating leases

 

 

29,280

 

 

 —

 

Goodwill

 

 

11,288

 

 

11,288

 

Other intangible assets

 

 

2,893

 

 

3,136

 

Security deposits

 

 

7,445

 

 

2,282

 

Total assets

 

$

265,768

 

$

237,222

 

Liabilities and Members' Equity

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

43,584

 

$

35,422

 

Money orders payable

 

 

7,198

 

 

8,548

 

Accrued interest

 

 

1,344

 

 

1,586

 

Current portion of operating lease obligation

 

 

14,020

 

 

 —

 

Current portion of subsidiary notes payable, net of deferred issuance costs of $1,069 and $-0-

 

 

69,790

 

 

884

 

Deferred revenue

 

 

2,535

 

 

2,535

 

Total current liabilities

 

 

138,471

 

 

48,975

 

Noncurrent Liabilities

 

 

 

 

 

 

 

Lease termination payable

 

 

 —

 

 

387

 

Operating lease obligation

 

 

16,273

 

 

 —

 

Subsidiary notes payable, net of deferred issuance costs of $-0- and $16

 

 

922

 

 

70,938

 

Secured notes payable

 

 

40,000

 

 

42,000

 

Senior PIK notes, at fair value

 

 

81,166

 

 

60,796

 

Deferred revenue

 

 

3,718

 

 

4,985

 

Total liabilities

 

 

280,550

 

 

228,081

 

Commitments and Contingencies

 

 

 

 

 

 

 

Members' Equity

 

 

 

 

 

 

 

Common units, par value $-0- per unit, 850,000 Class A authorized and outstanding units at June 30, 2019 and December 31, 2018 and 142,857 and 150,000 Class B authorized and outstanding at June 30, 2019 and December 31, 2018

 

 

870

 

 

870

 

Retained earnings (deficit)

 

 

(17,134)

 

 

1,636

 

Accumulated other comprehensive income

 

 

1,482

 

 

6,635

 

Total members' equity (deficit)

 

 

(14,782)

 

 

9,141

 

Total liabilities and members' equity

 

$

265,768

 

$

237,222

 

 

 

 

 

 

 

 

 

 

See Notes to Unaudited Consolidated Financial Statements.

3

CCF Holdings LLC and Subsidiaries

 

Consolidated Statements of Operations and Comprehensive Loss

 

Three Months and Six Months Ended June  30, 2019 and 2018

 

(In thousands)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

    

2019

 

    

2018

    

2019

 

    

2018

 

 

 

Successor

 

 

Predecessor

 

Successor

 

 

Predecessor

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Finance receivable fees

 

$

46,633

 

 

$

46,310

 

$

95,462

 

 

$

97,242

 

Credit service fees

 

 

16,688

 

 

 

17,491

 

 

34,794

 

 

 

36,687

 

Check cashing fees

 

 

12,774

 

 

 

11,562

 

 

25,294

 

 

 

23,254

 

Card fees

 

 

2,681

 

 

 

2,511

 

 

5,896

 

 

 

4,459

 

Other

 

 

3,717

 

 

 

3,451

 

 

7,543

 

 

 

7,334

 

Total revenues

 

 

82,493

 

 

 

81,325

 

 

168,989

 

 

 

168,976

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries

 

 

17,396

 

 

 

17,361

 

 

34,242

 

 

 

34,493

 

Provision for loan losses

 

 

25,346

 

 

 

22,823

 

 

46,632

 

 

 

45,458

 

Occupancy

 

 

6,199

 

 

 

6,229

 

 

12,421

 

 

 

12,572

 

Advertising and marketing

 

 

795

 

 

 

1,496

 

 

1,572

 

 

 

2,507

 

Lease termination

 

 

 —

 

 

 

469

 

 

 —

 

 

 

566

 

Depreciation and amortization

 

 

5,147

 

 

 

2,104

 

 

13,352

 

 

 

4,327

 

Other

 

 

9,638

 

 

 

10,984

 

 

19,462

 

 

 

22,009

 

Total operating expenses

 

 

64,521

 

 

 

61,466

 

 

127,681

 

 

 

121,932

 

Operating gross profit

 

 

17,972

 

 

 

19,859

 

 

41,308

 

 

 

47,044

 

Corporate and other expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate expenses

 

 

17,268

 

 

 

17,159

 

 

33,852

 

 

 

34,761

 

Depreciation and amortization

 

 

1,467

 

 

 

1,329

 

 

2,948

 

 

 

2,422

 

Interest expense, net

 

 

11,875

 

 

 

13,619

 

 

23,261

 

 

 

25,797

 

Total corporate and other expenses

 

 

30,610

 

 

 

32,107

 

 

60,061

 

 

 

62,980

 

Loss from continuing operations, before tax

 

 

(12,638)

 

 

 

(12,248)

 

 

(18,753)

 

 

 

(15,936)

 

Provision for income taxes

 

 

 4

 

 

 

 —

 

 

17

 

 

 

 —

 

Net loss

 

$

(12,642)

 

 

$

(12,248)

 

$

(18,770)

 

 

$

(15,936)

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of senior PIK notes

 

 

9,492

 

 

 

 —

 

 

(5,153)

 

 

 

 —

 

Other comprehensive income (loss):

 

 

9,492

 

 

 

 —

 

 

(5,153)

 

 

 

 —

 

Comprehensive loss

 

$

(3,150)

 

 

$

(12,248)

 

$

(23,923)

 

 

$

(15,936)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Unaudited Consolidated Financial Statements.

 

 

4

CCF Holdings LLC and Subsidiaries

 

Consolidated Statement of Stockholders’ Equity

 

Three Months and Six Months Ended June  30, 2018

 

(Predecessor) 

 

(Dollars in thousands)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2018

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

Common Stock

 

Treasury

 

Paid-In

 

Retained

 

 

 

 

    

Shares

    

Amount

    

Stock

    

Capital

    

Deficit

    

Total

Balance, March  31, 2018

 

7,990,020

 

$

90

 

$

(50)

 

$

129,683

 

$

(338,571)

 

$

(208,848)

Stock-based compensation expense

 

 —

 

 

 —

 

 

 —

 

 

 9

 

 

 —

 

 

 9

Net loss

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(12,248)

 

 

(12,248)

Balance, June 30, 2018

 

7,990,020

 

$

90

 

$

(50)

 

$

129,692

 

$

(350,819)

 

$

(221,087)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Common Stock

 

Treasury

 

Paid-In

 

Retained

 

 

 

 

 

    

Shares

    

Amount

    

Stock

    

Capital

    

Deficit

    

Total

 

Balance, December 31, 2017

 

7,990,020

 

$

90

 

$

(50)

 

$

129,675

 

$

(334,883)

 

$

(205,168)

 

Stock-based compensation expense

 

 —

 

 

 —

 

 

 —

 

 

17

 

 

 —

 

 

17

 

Net loss

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(15,936)

 

 

(15,936)

 

Balance, June 30, 2018

 

7,990,020

 

$

90

 

$

(50)

 

$

129,692

 

$

(350,819)

 

$

(221,087)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Unaudited Consolidated Financial Statements.

 

 

5

CCF Holdings LLC and Subsidiaries

 

Consolidated Statement of Members’ Equity

 

Three Months and Six Months Ended June  30, 2019

 

(Successor)

 

(Dollars in thousands)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

Class A Common Units

 

Class B Common Units

 

Retained

 

Comprehensive

 

 

 

 

    

Shares

    

Amount

    

Shares

    

Amount

 

Deficit

 

Income (Loss)

    

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2019

 

850,000

 

$

740

 

142,857

 

$

130

 

$

(4,492)

 

$

(8,010)

 

$

(11,633)

Net loss

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(12,642)

 

 

 —

 

 

(12,642)

Change in fair value of senior PIK notes

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

9,492

 

 

9,492

Balance, June 30, 2019

 

850,000

 

$

740

 

142,857

 

$

130

 

$

(17,134)

 

$

1,482

 

$

(14,782)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retained

 

Other

 

 

 

 

 

Class A Common Units

 

Class B Common Units

 

Earnings

 

Comprehensive

 

 

 

 

    

Shares

    

Amount

    

Shares

    

Amount

 

(Deficit)

 

Income (Loss)

    

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2018

 

850,000

 

$

740

 

150,000

 

$

130

 

$

1,636

 

$

6,635

 

$

9,141

Redemption of common units

 

 -

 

 

 —

 

(7,143)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Net loss

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(18,770)

 

 

 —

 

 

(18,770)

Change in fair value of senior PIK notes

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(5,153)

 

 

(5,153)

Balance, June 30, 2019

 

850,000

 

$

740

 

142,857

 

$

130

 

$

(17,134)

 

$

1,482

 

$

(14,782)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Unaudited Consolidated Financial Statements.

6

CCF Holdings LLC and Subsidiaries

 

Consolidated Statements of Cash Flows

 

Six Months Ended June 30, 2019 and 2018

 

(In thousands, Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

    

2019

  

  

2018

    

 

 

Successor

 

 

Predecessor

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net loss

 

$

(18,770)

 

 

$

(15,936)

 

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Provision for loan losses

 

 

46,632

 

 

 

45,458

 

Loss on disposal of assets

 

 

246

 

 

 

271

 

Depreciation

 

 

16,082

 

 

 

6,310

 

Amortization of note discount and deferred debt issuance costs

 

 

392

 

 

 

3,167

 

Amortization of intangibles

 

 

217

 

 

 

439

 

Right of use assets - operating leases

 

 

1,013

 

 

 

 —

 

Stock-based compensation

 

 

 —

 

 

 

17

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Card related pre-funding and receivables

 

 

(92)

 

 

 

156

 

Other assets

 

 

(10,894)

 

 

 

(1,666)

 

Deferred revenue

 

 

(1,267)

 

 

 

(1,267)

 

Accrued interest (1)

 

 

14,975

 

 

 

15

 

Money orders payable

 

 

(1,350)

 

 

 

945

 

Lease termination payable

 

 

(387)

 

 

 

(173)

 

Accounts payable and accrued expenses

 

 

8,161

 

 

 

(6,369)

 

Net cash provided by operating activities

 

 

54,958

 

 

 

31,367

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Net receivables originated

 

 

(42,288)

 

 

 

(28,646)

 

Purchase of leasehold improvements and equipment

 

 

(2,666)

 

 

 

(3,072)

 

Net cash used in investing activities

 

 

(44,954)

 

 

 

(31,718)

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Repurchase of secured notes

 

 

(2,000)

 

 

 

 —

 

Payments on subsidiary note

 

 

(57)

 

 

 

(59)

 

Payments on capital lease obligations

 

 

 —

 

 

 

(322)

 

Debt issuance costs

 

 

(1,445)

 

 

 

(5,944)

 

Net cash used in financing activities

 

 

(3,502)

 

 

 

(6,325)

 

Net increase (decrease) in cash and cash equivalents and restricted cash

 

 

6,502

 

 

 

(6,676)

 

Cash and cash equivalents and restricted cash:

 

 

 

 

 

 

 

 

Beginning

 

 

57,383

 

 

 

71,212

 

Ending

 

$

63,885

 

 

$

64,536

 

 

 

 

 

 

 

 

 

 

(1) Non-cash increase in senior PIK notes of $15,217 in lieu of payment of accrued interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following table reconciles cash and cash equivalents and restricted cash from the

 

 

 

 

 

 

 

 

Consolidated Balance Sheets to the above statements:

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

 

Successor

 

 

Predecessor

 

Cash and cash equivalents

 

$

53,208

 

 

$

66,627

 

Restricted Cash

 

 

4,175

 

 

 

4,585

 

Total cash and cash equivalents and restricted cash

 

$

57,383

 

 

$

71,212

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

2019

 

 

2018

 

 

 

Successor

 

 

Predecessor

 

Cash and cash equivalents

 

$

59,740

 

 

$

60,166

 

Restricted Cash

 

 

4,145

 

 

 

4,370

 

Total cash and cash equivalents and restricted cash

 

$

63,885

 

 

$

64,536

 

 

 

 

 

 

 

 

 

 

See Notes to Unaudited Consolidated Financial Statements.

7

CCF Holdings LLC and Subsidiaries

 

Notes to Unaudited Consolidated Financial Statements

 

(Dollars in thousands)

 

Note 1. Ownership, Nature of Business, and Significant Accounting Policies

 

Nature of business:    CCF Holdings, LLC (the ‘‘Company’’ or ‘‘CCF’’) is a provider of alternative financial services to unbanked and under-banked consumers. The Company was formed in 2018 and began operations upon the closing of the Restructuring (as defined below). As a result of the Restructuring, the Company succeeded to the business and operations of Community Choice Financial Inc., which we refer to as our Predecessor. The Company owned and operated 475 retail locations in 12 states and was licensed to deliver similar financial services over the internet in 29 states as of June 30, 2019. Through its network of retail locations and over the internet, the Company provides customers a variety of financial products and services, including secured and unsecured, short-term and medium-term consumer loans, check cashing, prepaid debit cards, and other services that address the specific needs of its individual customers.

 

As an ‘‘emerging growth company,’’ the Company is permitted to delay the adoption of new or revised accounting standards until such time as those standards apply to private companies. The Company has chosen to take advantage of the extended transition period for complying with new or revised accounting standards.

 

The 2018 Restructuring

 

On December 12, 2018, the Predecessor entered into an agreement (the ‘‘Restructuring Agreement’’), with (a) CCF OpCo LLC, a Delaware limited liability company (‘‘CCF OpCo’’), (b) the Company, (c) CCF Intermediate Holdings LLC, a Delaware limited liability company (‘‘CCF Intermediate’’), (d) certain of Predecessor’s direct and indirect subsidiaries, (e) certain noteholders under (i) the Indenture, dated as of April 29, 2011 (as amended, modified or supplemented from time to time, the ‘‘2019 Indenture’’), by and among the Predecessor, the subsidiary guarantors party thereto, Computershare Trust Company, N.A. and Computershare Trust Company of Canada, together as indenture trustee (the ‘‘Indenture Trustee’’), and Computershare Trust Company, N.A., as collateral agent (in such capacity, the ‘‘Collateral Agent’’) governing Predecessor’s 10.75% senior secured notes due May 1, 2019 (the ‘‘2019 Notes’’), (ii) the Indenture, dated as of July 6, 2012 (as amended, modified or supplemented from time to time, the ‘‘2020 Indenture’’, and together with the 2019 Indenture, the ‘‘Existing Indentures’’), by and among Predecessor, the subsidiary guarantors party thereto, the Indenture Trustee and the Collateral Agent, governing Predecessor’s 12.75% senior secured notes due May 1, 2020 (the ‘‘2020 Notes’’), and (iii) the Indenture, dated as of September 6, 2018 (as amended, modified or supplemented from time to time, the ‘‘SPV Indenture’’), by and among Community Choice Financial Issuer, LLC, a Delaware limited liability company (‘‘CCF Issuer’’), the guarantor party thereto, and Computershare Trust Company, N.A, as indenture trustee (in such capacity, the ‘‘SPV Trustee’’) and collateral agent (in such capacity, the ‘‘SPV Collateral Agent’’) governing CCF Issuer’s 9.00% senior secured notes due September 6, 2020 (the ‘‘Secured Notes’’), (f) certain investment funds associated with Diamond Castle Holdings and Golden Gate Capital (each, a ‘‘Sponsor,’’ and collectively, the ‘‘Sponsors’’) and (g) CCF Issuer as revolving lender (the ‘‘Revolving Lender’’) under the Credit Agreement, dated as of September 6, 2018 (as amended, modified, supplemented, or otherwise restated from time to time, the ‘‘Revolving Credit Agreement’’), by and among CCF OpCo, CCF Intermediate, the subsidiary guarantors party thereto, GLAS Trust Company LLC as administrative agent, and the Revolving Lender.

 

Substantially concurrent with the execution and delivery of, and pursuant to, the Restructuring Agreement, on December 12, 2018 (the ‘‘Closing Date’’) the Predecessor consummated a number of transactions contemplated thereby (the ‘‘Restructuring’’), which satisfied Predecessor’s obligation to execute a Deleveraging Transaction (as defined in the Revolving Credit Agreement) as required under the Amended and Restated Revolving Credit Agreement dated June 30, 2017 (which we refer to as the “Victory Park Revolver”),   and the SPV Indenture.

 

The Deleveraging Transaction was effected by way of an out-of-court strict foreclosure transaction, pursuant to which the Collateral Agent under the Existing Indentures, acting at the direction of certain beneficial holders holding more than 50% of the 2019 Notes and the beneficial holders of 100% of the 2020 Notes, exercised remedies whereby all

8

right, title and interest in and to all of the assets of the Predecessor that constitute collateral with respect to the Existing Indentures, including the issued and outstanding equity interests in certain of the Predecessor’s direct subsidiaries, were transferred to CCF OpCo. CCF OpCo is an indirect wholly owned subsidiary of the Company.

 

As a result of the strict foreclosure, all obligations represented by the 2019 Notes and 2020 Notes were extinguished, and holders of the 2019 Notes and 2020 Notes received a pro rata share of $276.9 million of the newly-issued 10.750% Senior PIK Notes due 2023 (the ‘‘PIK Notes’’) and 850,000 Class A common limited liability company units (‘‘Class A Common Units’’) issued by the Company. Additionally, the holders of Secured Notes received their pro rata share of 150,000 Class B common limited liability company units (‘‘Class B Common Units’’) issued by the Company, and Predecessor’s existing equity holders, including the Sponsors, are entitled to receive a pro rata share of up to 52,632 of the Company’s Class C common limited liability company units (‘‘Class C Common Units’’). Furthermore, we may in the future issue Class M common limited liability company units (‘‘Class M Common Units’’ and together with Class A Common Units, Class B Common Units and Class C Common Units, the ‘‘Common Units’’) pursuant to an equity incentive plan. In connection with the Restructuring, the SPV Indenture was amended and restated to, among other things, extend the maturity date of the Secured Notes from September 6, 2020, to June 15, 2023.

 

The Class A Common Units and Class B Common Units (which Class B Common Units represented 15.0% of the aggregate number of the Company’s issued and outstanding Common Units on December 12, 2018, subject to adjustment for any future issuances of common units (i) in consideration for the redemption of the PIK Notes (‘‘Redemption Units’’), or (ii) in connection with the issuance of any additional debt securities (‘‘Additional Financing Units’’), such that they continue to represent 15.0% of the issued and outstanding Common Units (including such Redemption Units and Additional Financing Units, but subject to dilution from any new management equity plan)) will entitle the holders thereof to voting rights (in each case, subject to the limitations in the governing documents of the Company). Following the Class C Distribution Trigger Time, Class C Common Units will be entitled to up to 5.0% of distributions from the Company. The Class C Common Units shall be subject to dilution from any new management equity plan and other common units and other equity interests of the Company that may be issued after the effective date of the Deleveraging Transaction.

 

In addition, in connection with the Restructuring, CCFI Funding II LLC, a non-guarantor subsidiary of CCF OpCo, entered into an amendment to the Amended and Restated Loan and Security Agreement, dated as of April 25, 2017 (as amended, modified or supplemented from time to time, the ‘‘Ivy Credit Agreement’’) pursuant to which, among other things, our borrowings under the Ivy Credit Agreement were increased from $63,500 to $70,000.

 

A summary of the Company’s significant accounting policies follows:

 

Basis of presentation:  The accompanying interim unaudited consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and accounting principles generally accepted in the United States (“GAAP”) for interim financial information. They do not include all information and footnotes required by GAAP for complete financial statements. Although management believes that the disclosures are adequate to prevent the information from being misleading, the interim unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2018, included in the Company’s Registration Statement on Form S-1 that was declared effective by the Securities & Exchange Commission on July 17, 2019. All adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial condition, have been included. The results for any interim period are not necessarily indicative of results to be expected for the year ending December 31, 2019.

 

Upon the effective date of the Restructuring, the Company applied business combination accounting which resulted in the creation of a new entity for financial reporting purposes. As a result of the application of business combination accounting, as well as the effects of the implementation of the Restructuring, the Consolidated Financial Statements on or after December 12, 2018 may not be comparable with the Consolidated Financial Statements prior to that date. Refer to Note 10. Business Combinations for a discussion of the Restructuring and the related impact of business combination accounting on the consolidated financial statements. Due to the timing of the Restructuring, the results of operations for the three months and six months ended June  30, 2018 reflect the results of operations of the

9

Predecessor. The Company’s financial condition and results of operations for the three months and six months ended June  30, 2019 reflects the financial condition and results of operations of the Successor.

 

References to ‘‘Successor’’ or ‘‘Successor Company’’ relate to the financial position and results of operations of the reorganized Company subsequent to December 12, 2018. References to ‘‘Predecessor’’ or ‘‘Predecessor Company’’ refer to the financial position and results of operations of Community Choice Financial Inc. on and before December 12, 2018.

 

Business combinations: The Company accounts for business combinations under the acquisition method of accounting. Under this method, acquired assets, including separately identifiable intangible assets, and any assumed liabilities are recorded at their acquisition date estimated fair value. The excess of purchase price over the fair value amounts assigned to the assets acquired and the liabilities assumed represents the goodwill amount resulting from the Restructuring. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions.

 

Basis of consolidation:  The accompanying consolidated financial statements include the accounts of CCF and subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Business segments:  FASB Accounting Standards Codification (“ASC”) Topic 280 Segment Reporting requires that a public enterprise report a measure of segment profit or loss, certain specific revenue and expense items, segment assets, information about the way operating segments were determined and other items. The Company reports operating segments in accordance with FASB ASC Topic 280. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in determining how to allocate resources and assess performance. The Company operates in two segments: Retail financial services (“Retail segment”) and Internet financial services (“Internet segment”).

 

Equity method investments:    Entities and investments over which the Company exercises significant influence over the activities of the entity but which do not meet the requirements for consolidation are accounted for using the equity method of accounting pursuant to ASC 323, whereby the Company records its share of the underlying income or loss of these entities. Intercompany profit arising from transactions with affiliates is eliminated to the extent of its beneficial interest. Equity in losses of equity method investments is not recognized after the carrying value of an investment, including advances and loans, has been reduced to zero, unless guarantees or other funding obligations exist.

 

Revenue recognition:    Transactions include loans, credit service fees, check cashing, bill payment, money transfer, money order sales, and other miscellaneous products and services. The recognized revenue from these transactions is classified in the following categories:

 

Finance receivables fees—Advance fees and direct costs incurred for the origination of secured and unsecured short-term and medium-term consumer loans are deferred and amortized over the loan period using the interest method. Revenue on loans determined to be troubled debt restructurings are recognized at the impaired loans’ original interest rates until the impaired loans are charged off or paid by the customer. Revenues from short-term and medium-term consumer loans are recognized and the performance obligation is satisfied over the term of the loan.

 

Credit service fees—Credit service organization and credit access bureau (collectively ‘‘CSO’’) fees are recognized over the arranged credit service period. ASC 606 requires product sales to be allocated based on performance obligation. CSO performance obligations include the guarantee and the arrangement of the loan. The guarantee portion of the fees are recognized over the period of the loan as the guarantee represents the primary performance obligation. The arrangement of the loan represents a small portion of the CSO fee, and the net impact resulting from the adoption of ASC 606 for this portion of the fee would not be material. Credit service fees are recognized and the performance obligation is satisfied over the term of the related loan.

 

Check cashing fees—The full amount of the check cashing fee is recognized as revenue at the time of the transaction. The revenue is recognized and the performance obligation is satisfied at the time the service is provided.

 

10

Card fees and Other—The Company acts in an agency capacity regarding bill payment services, money transfers, card products, and money orders offered and sold at its retail locations. The Company records the net amount retained as revenue because the supplier is the primary obligor in the arrangement, the amount earned by the Company is fixed, and the supplier is determined to have the ultimate credit risk. The revenue is recognized and the performance obligation is satisfied at the time the service is provided.

 

Disaggregation of revenues—Revenues for finance receivable and CSO fees are recognized over the term of the loan and were $63,321 and $63,801 for the three months, and $130,256 and $133,929 for the six months ended June 30, 2019, and 2018, respectively. Revenues for check cashing, card fees, and other are recognized at the time of service and were $19,172 and $17,524 for the three months, and $38,733 and $35,047 for the six months ended June 30, 2019, and 2018, respectively.

 

Finance receivables:  Finance receivables consist of short term and medium‑term consumer loans.

 

Short-term consumer loans can be unsecured or secured with a maturity up to ninety days. Unsecured short-term loan products typically range in principal from $100 to $1,000, with a maturity between fourteen and thirty days, and include a written agreement to defer the presentment of the customer’s personal check or preauthorized debit for the aggregate amount of the advance plus fees. This form of lending is based on applicable laws and regulations, which vary by state. State statutes vary from charging fees of 15% to 20%, to charging interest at 25% per annum plus origination fees. The customers repay the cash advance by making cash payments or allowing a check or preauthorized debit to be presented. Secured consumer loans with a maturity of ninety days or less are included in this category and represented 13.3% and 12.8% of short-term consumer loans at June  30, 2019 and December 31, 2018, respectively.

 

Medium-term consumer loans can be unsecured or secured with a maturity greater than ninety days and up to thirty-six months. Unsecured medium-term products typically range from $100 to $5,000, and are evidenced by a promissory note with a maturity between three and thirty-six months. These consumer loans vary in structure depending upon the applicable laws and regulations where they are offered. The medium-term consumer loans are payable in installments or provide for a line of credit with periodic payments. Secured consumer loans with a maturity greater than ninety days are included in this category and represented 14.7% and 13.7% of medium-term consumer loans at June 30, 2019, and December 31, 2018, respectively.

 

Allowance for loan losses:  Provisions for loan losses are charged to income in amounts sufficient to maintain an adequate allowance for loan losses and an adequate accrual for losses related to guaranteed loans processed for third-party lenders under the CSO programs. The factors used in assessing the overall adequacy of the allowance for loan losses, the accrual for losses related to guaranteed loans made by third-party lenders and the resulting provision for loan losses include an evaluation by product, by market based on historical loan loss experience, and delinquency of certain medium-term consumer loans. The Company evaluates various qualitative factors that may or may not affect the computed initial estimate of the allowance for loan losses, by using internal valuation inputs including historical loan loss experience, delinquency, overall portfolio quality, and current economic conditions.

 

For short term unsecured consumer loans, the Company’s policy is to charge off loans when they become past due. The Company’s policy dictates that, where a customer has provided a check or an electronic payment authorization for presentment upon the maturity of a loan, if the customer has not paid off the loan by the due date, the Company will deposit the customer’s check or draft the customer’s bank account for the amount due. If the check or draft is returned as unpaid, all accrued fees and outstanding principal are charged-off as uncollectible. For short term secured loans, the Company’s policy requires that balances be charged off when accounts are either thirty or sixty days past due depending on the product. The Company accrues interest on past-due loans until charge off. The Company did not have any nonaccrual loans as of June  30, 2019 or December 31, 2018. The amount of the resulting charge-off includes unpaid principal, accrued interest and any uncollected fees, if applicable. 

 

For medium term secured and unsecured consumer loans that have a term of one year or less, the Company’s policy requires that balances be charged off when accounts are sixty days past due. For medium term secured and unsecured consumer loans that have an initial maturity of greater than one year, the Company’s policy requires that balances be charged off when accounts are ninety-one days past due. The Company accrues interest on past-due loans

11

until charge off. The amount of the resulting charge-off includes unpaid principal, accrued interest and any uncollected fees, if applicable.

 

In certain markets, the Company reduced interest rates and favorably changed payment terms for medium-term consumer loans to assist borrowers in avoiding default and to mitigate risk of loss. These reduced interest rates and changed payment terms were limited to loans that the Company believed the customer had the ability to pay in the foreseeable future. These loans were accounted for as troubled debt restructurings and represent the only loans considered impaired due to the nature of the Company’s charge-off policy.

 

Recoveries of amounts previously charged off are recorded to the allowance for loan losses or the accrual for third‑party losses in the period in which they are received.

 

Goodwill and other intangible assets: Goodwill, or cost in excess of fair value of net assets of the companies acquired, is recorded at its carrying value and is periodically evaluated for impairment. The Company tests the carrying value of goodwill and other intangible assets annually as of December 31 or when the events and circumstances warrant such a review. One of the methods for this review is performed using estimates of future cash flows. If the carrying value of goodwill or other intangible assets is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the goodwill or intangible assets exceeds its fair value. Changes in estimates of cash flows and fair value, however, could affect the valuation.

 

In connection with the Restructuring on December 12, 2018, the Company recognized goodwill and other intangible assets of $14,048 to the Retail segment, and other intangible assets of $403 to the Internet segment. The Company’s other intangible assets consist of a trade name. The amount recorded for other intangible assets is amortized using the straight-line method over seven years. Intangible amortization expense was $107 and $316 for the three months,  and $217 and $439 for the six months ended June  30, 2019, and 2018, respectively.

 

Debt buyer liability: The Company records a liability for the secured and unsecured revolving loans offered by a third party expected to default, as the Company is required to purchase loans that default per a debt buying agreement. This liability is disclosed as part of accounts payable and accrued liabilities on the consolidated balance sheet.

 

Lease termination payable:  The Company records a liability in the consolidated balance sheets for the remaining lease obligations with the corresponding lease termination expense for closed retail locations disclosed in the operating expenses section, and closed corporate locations disclosed in the corporate and other expenses section, of the consolidated statements of operations, respectively.

 

Fair value of financial instruments:  Financial assets and liabilities measured at fair value are grouped in three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are:

 

·

Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

·

Level 2—Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are less attractive.

 

·

Level 3—Unobservable inputs for assets and liabilities reflecting the reporting entity’s own assumptions.

 

The Company follows the provisions of ASC 820‑10, Fair Value Measurements and Disclosures, which applies to all assets and liabilities that are being measured and reported on a fair value basis. ASC 820‑10 requires a disclosure that establishes a framework for measuring fair value within GAAP and expands the disclosure about fair value measurements. This standard enables a reader of consolidated financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The standard requires that assets and liabilities carried at fair value be classified and disclosed in one of the three categories.

 

12

In determining the appropriate levels, the Company performed a detailed analysis of the assets and liabilities that are subject to ASC 820-10. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3. The Company’s financial instruments consist primarily of cash and cash equivalents, finance receivables, restricted cash, and lines of credit. For all such instruments, including notes payable at June 30, 2019, and December 31, 2018, the carrying amounts in the consolidated financial statements approximate their fair values. Finance receivables are short term in nature and are originated at prevailing market rates and lines of credit bear interest at current market rates. The fair value of finance receivables at June 30, 2019 and December 31, 2018 approximates carrying value and is measured using internal valuation inputs including historical loan loss experience, delinquency, overall portfolio quality, and current economic conditions. 

 

The fair value of the PIK notes was determined at June 30, 2019 and December 31, 2018. As more fully described in Note 5, the fair value of the PIK notes was determined using an approach that considered both a Black Scholes option price methodology and the intrinsic value of the notes on an ‘‘as-if-converted’’ basis.

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2019

 

 

 

Carrying

 

 

 

 

 

 

    

Amount

    

Fair Value

    

Level

 

Financial assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

59,740

 

$

59,740

 

1

 

Restricted cash

 

 

4,145

 

 

4,145

 

1

 

Finance receivables

 

 

80,020

 

 

80,020

 

3

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

Senior PIK Notes

 

 

81,166

 

 

81,166

 

3

 

Secured Note Payable

 

 

40,000

 

 

40,000

 

2

 

Subsidiary Note payable

 

 

71,781

 

 

71,781

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

 

Carrying

 

 

 

 

 

 

    

Amount

    

Fair Value

    

Level

 

Financial assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

53,208

 

$

53,208

 

1

 

Restricted cash

 

 

4,175

 

 

4,175

 

1

 

Finance receivables

 

 

84,364

 

 

84,364

 

3

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

Senior PIK Notes

 

 

60,796

 

 

60,796

 

3

 

Secured Note Payable

 

 

42,000

 

 

42,000

 

2

 

Subsidiary Note payable

 

 

71,838

 

 

71,838

 

2

 

 

 

Recent Accounting Pronouncements:    In February 2016, the FASB issued ASU 2016-02, ‘‘Leases (Topic 842”,  which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to recognize the following for all leases with terms longer than 12 months: (a) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (b) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Leases with a term of 12 months or less will be accounted for similarly to existing guidance for operating leases today. In addition, ASU 2016-02 aligns lessor accounting with the lessee accounting model and ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Section A—Summary and Amendments That Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40) (‘‘ASU 2014-09’’). ASU 2016-02 is effective for emerging growth companies for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. The Company has elected early adoption of the standard for the year ending December 31, 2019. The Company elected the package of practical expedients, which permits a lessee to not rely upon the new standard its prior conclusions regarding lease identification, lease classification and initial direct costs. Entities must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest

13

comparative period presented, or the beginning of the period adopted, in the financial statements. As a result of the adoption of the new lease standard on January 1, 2019, the Company recorded $34,154 for both operating lease liabilities and corresponding right-of-use assets. The operating lease liabilities will be based on the present value of the remaining minimum rental payments using discount rates as of the effective date.

 

Subsequent events:  The Company has evaluated its subsequent events (events occurring after June 30, 2019) through the issuance date of August 13, 2019.

 

Note 2. Finance Receivables, Credit Quality Information and Allowance for Loan Losses

 

Finance receivables representing amounts due from customers for advances at June  30, 2019, and December 31, 2018, consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 

 

 

December 31, 

 

 

 

    

2019

  

  

2018

 

 

Short-term consumer loans: