-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EEiOthDfWh95g+KNwwVNqpGo6NL1NJfP+OEgbNkl0HYthkco8oJ/hsRmaF+CG2tS 0HRbIVJAiIgxVXahWRGnIg== 0001028643-05-000018.txt : 20050418 0001028643-05-000018.hdr.sgml : 20050418 20050418151050 ACCESSION NUMBER: 0001028643-05-000018 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050131 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050418 DATE AS OF CHANGE: 20050418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOLLAR FINANCIAL GROUP INC CENTRAL INDEX KEY: 0001028643 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 132997911 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-18221 FILM NUMBER: 05756481 BUSINESS ADDRESS: STREET 1: 1436 LANCASTER AVE STREET 2: STE 210 CITY: BERWYN STATE: PA ZIP: 19312-1288 BUSINESS PHONE: 6102963400 MAIL ADDRESS: STREET 1: 1436 LANCASTER AVENUE STREET 2: STE 210 CITY: BERWYN STATE: PA ZIP: 19312-1288 8-K/A 1 d63388_8k-a.txt 8-K/A ACC LOUISINA ACQUISITION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2005 DOLLAR FINANCIAL CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-50866 23-2636866 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1436 Lancaster Avenue Berwyn, Pennsylvania 19312-1288 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including area code: (610) 296-3400 DOLLAR FINANCIAL GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) New York 333-18221 13-2997911 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1436 Lancaster Avenue Berwyn, Pennsylvania 19312-1288 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including area code: (610) 296-3400 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 (see General Instruction A.2): -------------------------------------------------------------------------- |_| 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 (7 CFR 240.13e-4(c)) -------------------------------------------------------------------------- Explanatory Note This Current Report on Form 8-K is filed by Dollar Financial Corp., a Delaware corporation ("Corp"), pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and by Corp's wholly-owned subsidiary, Dollar Financial Group, Inc., a New York corporation ("Group" and, together with Corp, the "Registrants") pursuant to Section 15(d) of the Exchange Act. Item 2.01. Completion of Acquisition or Disposition of Assets On January 31, 2005, the Registrants, through a wholly-owned subsidiary of Group, acquired substantially all of the assets of Alexandria Financial Services, LLC, Alexandria Acquisition, LLC, American Check Cashers of Lafayette, LLC, ACC of Lake Charles, LLC and Southern Financial Services, LLC (collectively, "American"). Assets acquired included, among others, real property leases, inventory, accounts and notes receivable and intellectual property. The initial purchase price was $9.9 million in cash. An additional $2.4 million is payable to the sellers in the event that American achieves specified targets in the year ending January 31, 2006. In determining the purchase price, the Registrants considered, among other factors, comparable transactions and valuations and the expected contribution to its earnings. The acquisition will result in the addition of 24 company-owned stores located in the State of Louisiana to the Registrants' store network. The Asset Purchase Agreement relating to the transaction is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by this reference. A copy of the press release announcing the transaction is furnished as Exhibit 99.2 to this Form 8-K. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On February 2, 2005, Jonathan Seiffer was elected to the board of directors of Group. Mr. Seiffer has also served as a member of the board of directors of Corp. since October 2001. Mr. Seiffer is a partner of Leonard Green & Partners, L.P. Under an amended and restated management services agreement among Leonard Green & Partners L.P. and the Registrants, the Registrants agreed to pay Leonard Green & Partners, L.P. an annual fee equal to $1.0 million for ongoing management, consulting and financial planning services, as well as reimbursement for any out of pocket expenses incurred. On February 2, 2005, the parties terminated the agreement effective upon the closing of the initial public offering of Corp's common stock because they believe it is appropriate as a public company to minimize related party transactions. In connection with this termination, Corp paid Leonard Green & Partners, L.P. accrued fees and a termination fee of $2.5 million. Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired (b) Pro Forma Financial Statements 2 (c) Exhibits. Exhibit No. Description ------------ -------------------------------------------------------- Exhibit 99.1 Asset Purchase Agreement, dated as of January 31, 2005, by and among Southern Financial Services, LLC, Alexandria Financial Services, LLC, Alexandria Acquisition, LLC, American Check Cashers of Lafayette, LLC, American Check Cashers of Lake Charles, the individual members specified therein, Check Mart of Louisiana, Inc. and Dollar Financial Group, Inc. Exhibit 99.2 Press release dated February 1, 2005, issued by Dollar Financial Corp. Exhibit 99.3 Financial Statements of Business Acquired Exhibit 99.4 Pro Forma Financial Statements 3 SIGNATURES Pursuant to the requirements of Securities Exchange Act of 1934, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DOLLAR FINANCIAL CORP. (Registrant) Date: April 18, 2005 By: /s/ Randy Underwood -------------------------------- Randy Underwood Executive Vice President and Chief Financial Officer DOLLAR FINANCIAL GROUP, INC. (Registrant) Date: April 18, 2005 By: /s/ Randy Underwood -------------------------------- Randy Underwood Executive Vice President and Chief Financial Officer 4 INDEX TO EXHIBITS Exhibit No. Description - ------------ -------------------------------------------------------------- Exhibit 99.1 Asset Purchase Agreement, dated as of January 31, 2005, by and among Southern Financial Services, LLC, Alexandria Financial Services, LLC, Alexandria Acquisition, LLC, American Check Cashers of Lafayette, LLC, American Check Cashers of Lake Charles, the individual members specified therein, Check Mart of Louisiana, Inc. and Dollar Financial Group, Inc. Exhibit 99.2 Press release dated February 1, 2005, issued by Dollar Financial Corp. Exhibit 99.3 Financial Statements of Business Acquired Exhibit 99.4 Pro Forma Financial Statements 5 EX-99 2 d63388_ex99-1.txt EXHIBIT 99.1 ASSET PURCHASE AGREEMENT 99.1 Execution Version ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (as amended or supplemented from time to time, this "Agreement") is dated as of January 31, 2005 (the "Closing Date") by and among: (1) Alexandria Financial Services, LLC, a Louisiana limited liability company; (2) Alexandria Acquisition, LLC, a Louisiana limited liability company, a direct wholly-owned subsidiary of Alexandria Financial Services, LLC (3) American Check Cashers of Lafayette, LLC, a Louisiana limited liability company; (4) ACC of Lake Charles, LLC, a Louisiana limited liability company, a direct wholly-owned subsidiary of American Check Cashers of Lafayette, LLC; (5) Southern Financial Services of Louisiana, LLC, a Louisiana limited liability company ("Southern"); Each of the aforesaid entities are individually at times hereafter referred to as a "Seller," and collectively as the "Sellers" and (6) Jerry W. Brents; (7) Julie Brents Bouligny; (8) D. Keith Chunn; (9) The Brents Company, LLC; (10) The Julie K. Brents Revocable Trust; (11) The KJB 2004 Grantor Retained Annuity Trust No. 1; (12) The KJB 2004 Grantor Retained Annuity Trust No. 2; (13) The JWB 2004 Grantor Retained Annuity Trust No. 1; (14) The JWB 2004 Grantor Retained Annuity Trurst No. 2; Each of the aforementioned individuals are individually at times hereafter referred to as a "Member" or collectively as the "Members") and (15) Check Mart of Louisiana, Inc., a Louisiana corporation (the "Buyer"); and (16) Dollar Financial Group, Inc., a New York corporation (the "Guarantor"). Seller, Sellers, Member, Members, and Buyer and Guarantor are hereinafter at times referred to as the Parties. BACKGROUND Each Seller is engaged in the business of owning and operating various businesses which provide check cashing services and money transfer services, sell money orders and extend short-term "pay day" and tax refund consumer loans (each, a "Business," and collectively, the "Businesses"). The Businesses are operated from and located at the branch stores set forth on Schedule I attached to this Agreement (collectively, the "Branches," and each individually, a "Branch"). The Members' respective percentage ownership of the issued and outstanding membership interests of each Seller in which such Member owns any membership interest are set forth on Schedule II attached to this Agreement. The Buyer desires to purchase from the each Seller and each Seller desires to sell to the Buyer, substantially all of the assets used by such Seller in the conduct of its Business, all in accordance with the terms and subject to the conditions contained in this Agreement. Capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings set forth in Section 20 of this Agreement. IN CONSIDERATION of the foregoing and the mutual promises contained in this Agreement, the Parties, intending to be legally bound, hereby agree to the following: 1. Sale and Purchase of Assets. 1.1 Purchased Assets. In accordance with the terms and subject to the conditions set forth in this Agreement, each Seller hereby sells to the Buyer, and the Buyer hereby purchases from such Seller, free and clear of any Liabilities, security interests, mortgages, liens, encumbrances, rights of others and any other burdens and restrictions whatsoever (the "Adverse Claims") other than the Assumed Liabilities, all right, title and interest in and to all assets used in or incidental to the conduct of such Seller's Business, the same being specifically and exclusively the following listed assets (collectively, the "Purchased Assets"): (a) except for any receivables from any of the Sellers' employees, any other Seller, any Member, any family member of the Members, or any affiliated entities of any Seller or Member or any third party, in each of the foregoing cases, which does not pertain to any payday loan or other loan of any type which is offered by such Seller to its customers in the ordinary course of business or any Assumed Contract (collectively, the "Excluded Receivables"), all accounts receivable, notes receivable, and other forms of receivables, including the right to receive all past due payments from past or present customers (collectively, the "Receivables") outstanding as of the opening of business on the Closing Date; (b) all Loans and Notes including the right to receive all past due payments from past or present customers identified on Schedule 1.1(b); 2 (c) all interests of such Seller in the unexpired leases on real property (collectively the "Unexpired Leases") relating to the Branches set forth on Schedule 1.1(c); (d) all interests of such Seller in the Contracts identified on Schedule 1.1(d) (the "Assumed Contracts"); (e) except for the Retained Checks, all checks deposited by such Seller prior to the Closing and returned unpaid; (f) all inventories of goods, packaging materials and other goods and products held for sale (collectively, the "Inventory"); (g) all supplies, equipment, machinery, removable leasehold improvements, office furniture, computing and telecommunications and other equipment, spare parts, supplies, fixtures and all other items of tangible personal property; (h) the motor vehicles listed Schedule 1.1(h); (i) all trademarks, service marks, trade names, trade dress, fictitious names, internet domain names, uniform resource locators (URLs), and any other names and locators associated with the interest, whether owned or licensed and whether registered or unregistered and whether or not currently in use, together with all registrations, applications and renewals for any of the foregoing, including the Names listed in Section 9.3 (collectively, the "Trademarks"); (j) all copyrights and copyrightable works and any other works of authorship, whether statutory or common law, registered or unregistered, together with all registrations, applications and renewals for any of the foregoing, and all moral rights thereto under the laws of any jurisdiction (collectively, the "Copyrights"); (k) all computer software including data, databases and documentation, Interest websites and the content thereof (collectively, the "Software"); (l) the Business as a going concern and all of the Sellers' goodwill associated therewith; (m) all Permits, to the extent transferable; (n) except for the Seller's corporate, or other legal entity, franchise or corporate seals, Articles of Organization, Operating Agreements, Minute books, stock books, tax returns, and other records having to do with the Corporate or other legal entity organization and/or capitalization of Sellers, all records, documents, lists and files, relating to any of the Purchased Assets, the Assumed Liabilities, and the Business including price lists, lists of accounts, customers, suppliers and personnel, all product, business and marketing plans and data, historical sales data and all books, ledgers, files and business records (including all financial records and books of account) of or relating to any of the Purchased Assets, the 3 Assumed Liabilities, and the Business in any of the foregoing cases, whether in electronic form or otherwise (collectively, the "Books and Records"); (o) all telephone and facsimile numbers relating to the Business; (p) all Restrictive Covenants, all Adverse Claims on the assets of others, all catalogues, brochures, art work, photographs and advertising and marketing materials pertaining to such Seller's Business; (q) all claims, deposits, prepayments (except those relating to Retained Liabilities), refunds (except tax refunds) and other amounts prepaid by the Sellers other than for services provided in connection with this Agreement arising out of any of the assets described in Sections 1.1(a) through 1.1(p) above (collectively, the "Prepaid Items"); (r) all cash on hand at all Branches of Sellers at the opening of business on the Closing Date; (s) all other assets and property located within the walls of any of such Seller's Branches on the Closing Date, plus outdoor signage; and (t) except where prohibited by law, all rights, causes of action, and claims against third parties including all warranties, guarantees, sureties, indemnities and similar rights in favor of such Seller arising out of or with respect to any of the assets described in Sections 1.1(a) through 1.1(s). 1.2 Certain Transitional Matters. Notwithstanding anything to the contrary contained in this Agreement, any Bill of Sale or any Assignment and Assumption Agreement, to the extent that the sale or delegation by any Seller, or the purchase or assumption by the Buyer, of any of the Purchased Assets or any of the Assumed Liabilities requires any Consent or Regulatory Approval, this Agreement, the applicable Bill of Sale and the applicable Assignment and Assumption Agreement shall constitute the applicable Seller's agreement to sell and delegate, and the Buyer's agreement to purchase and assume, such Purchased Assets and Assumed Liabilities as promptly as practicable following the obtainment of any necessary Consent or Regulatory Approval; provided, that from and after the Closing Date until the date on which such Consent or Regulatory Approval is obtained, the applicable Seller shall (and Members shall cause such Seller to) make available to the Buyer the economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional consideration. If and to the extent that the applicable Seller is making available to the Buyer the economic and practical benefits of such Purchased Assets, the risk of loss for such Purchased Assets shall rest with the Buyer. Nothing contained in this Section 1.2 is intended to impair, reduce or otherwise modify any representation, warranty and covenant contained in the this Agreement including those relating to any of the Purchased Assets or to any of the Assumed Liabilities. 2. Consideration and Payment; Allocation. 2.1 Payment of Purchase Price for Purchased Assets. The total purchase price to be paid to the Sellers for the Purchased Assets will be the sum of (a) the sum of 4 (i) Nine Million, Eight Hundred Ninety Eight Thousand, Six Hundred Eighteen Dollars ($9,898,618), plus (ii) the aggregate principal amount of all Loans underwritten in the normal and ordinary course of business consistent with past practice at the Branch located at 1614 Sampson Street, Westlake, Louisiana and the Branch, located at 10088 Greenwell Springs Road, Baton Rouge, Louisiana, which are outstanding as of the opening of business on the Closing Date and not then in default plus (iii) a dollar for dollar payment for all cash on hand at all of the Branches at the opening of business on the Closing Date (such sum the "Cash Consideration"), plus (b) the Contingent Consideration, if any, plus (c) the assumption by the Buyer of the Assumed Liabilities. The Cash Consideration shall be allocated among the Sellers and paid in accordance with Schedule 2.1 at time of the Closing. 2.2 Payment of Cash Consideration. At the Closing, the Buyer shall pay the Cash Consideration to each Seller in cash by federal or other wire transfer to the account previously designated by such Seller in writing in the proportions set forth in Schedule 2.1 as being payable to each Seller. 2.3 Apportionment. Notwithstanding Section 2.1, to the extent that Sellers made any payment(s) on account of any item set forth on Schedule 2.3 for a period which includes a period of time after the Closing Date, the Buyer is paying to the Sellers at the Closing concurrently with the execution and delivery of this Agreement an amount equal to the payment(s) made on account of the items listed on Schedule 2.3 attributable to the period of time after the Closing Date (collectively, the "Buyer's Apportionment"). To the extent that the Buyer shall make any payment(s) on account of any rents, real estate taxes, personal property taxes, water, utilities and other operating expenses of any of the Businesses that are attributable, in whole or in part, to a period which includes a period of time prior to the Closing Date, Sellers shall, within ten (10) days after receipt of Buyer's statement therefor by the Sellers' and Members' Representative and the Southern Representative, as applicable, pay to the Buyer an amount equal to the payment(s) made on account of such items which are attributable to the period of time on or prior to the Closing Date. 2.4 Satisfaction of Buyer's Obligations. Upon the Buyer's payment of the Cash Consideration and the Buyer's Apportionment, the Buyer shall be deemed to have satisfied its obligations to make payments pursuant to this Agreement other than (a) the obligation of the Buyer to pay the Contingent Consideration, if any, and payable pursuant to Section 2.5; (b) the obligation of the Buyer to indemnify the Seller Indemnified Parties pursuant to Section 10.3; and (c) the Buyer's assumption of the Assumed Liabilities pursuant to Section 4.1. 2.5 Contingent Consideration. (a) In addition to the Cash Consideration, the Sellers will be entitled to receive additional consideration (the "Contingent Consideration") for the Purchased Assets in the form of a cash payment by the Buyer to the Sellers as follows: (A) In the event that EBITDA, during the twelve month period beginning on February 1, 2005 and ending on January 31, 2006 (the "Contingency Period") is at least equal to $2,442,155.00 ( which is the amount equal to the EBITDA for the 5 trailing twelve month period ended October 31, 2004) the Buyer shall pay to the Sellers an aggregate amount equal to $2,442,155.00. (B) In the event that EBITDA, during the Contingency Period, is at least equal to $1,831,616.20 but less than $2,442,155.00, the Buyer shall pay to the Sellers an amount equal to EBITDA during the Contingency Period. (C) In the event that EBITDA, during the Contingency Period, is at least equal to $1,443,000, but less than $1,831,616.20, the Buyer shall pay to the Sellers an aggregate amount equal to the product of (i) a fraction, the numerator of which is EBITDA during the Contingency Period and the denominator of which is $2,442,155, multiplied by (ii) EBITDA during the Contingency Period. (D) In no event will Sellers receive any Contingent Consideration if EBITDA during the Contingency Period is less than $1,443,000. (b) As soon as practicable after each calendar month during the Contingency Period, the Buyer shall furnish to the Sellers and Members a statement of EBITDA, as of the end of such calendar month and as of the end of each preceding month during the Contingency Period. (c) Within 30 days after the Contingency Period, the Buyer will prepare and deliver to the Sellers and Members Representative and the Southern Representative an earnings statement ("EBITDA Statement") setting forth a calculation of the total EBITDA during the Contingency Period. (d) If the Sellers' and Members' Representative and the Southern Representative disagree with the EBITDA Statement or the calculation of EBITDA, then the Sellers' and Members' Representative and the Southern Representative must deliver a single written notice to the Buyer of any dispute ("Notice of Contingent Consideration Dispute"). The Notice of Contingent Consideration Dispute must specify such dispute in reasonable detail. If the Sellers' and Members' Representative and the Southern Representative do not deliver to the Buyer a Notice of Contingent Consideration Dispute on or before 5:00 P.M., local Lafayette, Louisiana time on the date which is the 30th day following the Sellers' and Members' Representative's and the Southern Representative's receipt of the EBITDA Statement (the "Contingent Consideration Dispute Period"), then such EBITDA Statement and the calculation of EBITDA will be final, conclusive and binding on the Parties. If the Sellers' and Members' Representative and the Southern Representative deliver a Notice of Contingent Consideration Dispute before the expiration of the Contingent Consideration Dispute Period, then the Sellers' and Members' Representative, the Southern Representative and the Buyer will use reasonable efforts to negotiate a resolution of such dispute. If the Sellers' and Members' Representative, the Southern Representative and the Buyer, notwithstanding such good faith effort, fail to resolve such dispute within 30 days after the delivery of the Notice of Contingent Consideration Dispute then, no Party shall have any liability for failing to agree and the Buyer, the Sellers' and Members' Representative and the Southern Representative jointly will engage an independent accounting firm which is mutually agreeable to the Buyer, the Sellers' and Members' Representative and the Southern Representative within 10 days after the end of such 6 30-day period to resolve the dispute. If the Buyer, on the one hand, and the Sellers' and Members' Representative and the Southern Representative, on the other hand, cannot agree upon an independent accounting firm, then each of the Buyer, on the one hand, and the Sellers' and Members' Representative and the Southern Representative, on the other hand, shall select an independent accounting firm. The two accounting firms so selected shall jointly select a third independent accounting firm to resolve the dispute. Whichever accounting firm is selected through this process is hereinafter referred to as the Accounting Firm. Each of the Buyer, on the one hand, and the Sellers' and Members' Representative and the Southern Representative, on the other hand, shall submit to the Accounting Firm a form of determination, stating completely and in detail the determination sought by such party with respect to each item in dispute (the "Form of Determination"). The Accounting Firm shall conduct its own review and shall select, as to any item in dispute, any of the amount set forth in the Buyer's Form of Determination, the Sellers' and Members' Representatives and Southern Representative's Form of Determination or any amount in between the two. The Accounting Firm's decision shall be (i) in writing, (ii) furnished to the Buyer, on the one hand, and the Sellers' and Members' Representative and the Southern Representative, on the other hand, as promptly as practicable after the dispute has been referred to the Accounting Firm, (iii) made in accordance with this Section 2.5(d) and Section 20(j) this Agreement, and (iv) final, conclusive and binding upon the Parties. Each of the Buyer, on the one hand, and the Sellers' and Members' Representative and the Southern Representative, on the other hand, will use reasonable efforts to cause the Accounting Firm to render its decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accounting Firm for information, books, records and similar items. The Buyer, on the one hand, and the Sellers' and Members' Representative and the Southern Representative, on the other hand, shall pay their own costs and expenses incurred under this Section 2.5(d). The cost of such determination by the agreed to Accounting Firm or Firms will be allocated equally between the Buyer, on the one hand, and the Sellers and Members, on the other hand. (e) For purposes of complying with the terms set forth in Section 2.5(d), each Party shall cooperate with and make available to the other Parties and their respective representatives all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the EBITDA Statement and the resolution of any disputes thereunder. (f) Subject to the terms and conditions of this Agreement, the Contingent Consideration, if any, will be paid by the Buyer to the Sellers five (5) business days after the final determination of the Contingent Consideration. It shall be sent by federal or other wire transfer to the accounts designated in writing by the Sellers. The Contingent Consideration shall be paid to Sellers in accordance with the allocation percentages set forth in Schedule 2.1. 2.6 Tax Allocation. The Cash Consideration and the Contingent Consideration shall be allocated among the Purchased Assets as provided on Schedule 2.6. The allocation of the Cash Consideration and the Contingent Consideration among the Purchased Assets provided on Schedule 2.6 is intended to comply with Section 1060 of the Internal Revenue Code of 1986 and the rules and regulations thereunder, all as amended (the "Code"). In furtherance thereof, each Seller has completed, and provided the Buyer with a true and complete copy of, United States Internal Revenue Service Form 8594, in a manner consistent with 7 Schedule 2.6. Buyer, each Seller and its Affiliates shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the allocations set forth on Schedule 2.6 and such Form 8594. The Seller shall not (unless compelled by any governmental or regulatory authority or required by applicable Requirement of Law) take any position (whether in an audit, any Tax Return or otherwise) which is inconsistent with the allocations set forth on Schedule 2.6 and such Form 8594. 3. Closing. 3.1 Closing. The consummation of the transactions contemplated by this Agreement (the "Closing") is being held at the offices of Davidson, Meaux, Sonnier & McElligott LLP, 810 South Buchanan Street, Lafayette, LA, concurrently with the execution and delivery of this Agreement. The Closing Date is January 31, 2005. The Closing shall be effective as of 12:00 am local Lafayette, Louisiana time on the Closing Date. 3.2 Sellers and Members Deliveries. At the Closing, each of the Sellers and the Members is delivering to the Buyer the documents and items described in Section 8.1. 3.3 Buyer Deliveries. At the Closing, each Buyer is delivering to the Sellers the documents and items described in Section 8.2. 4. Assumed Liabilities; Retained Liabilities; Certain Employee Matters. 4.1 Assumed Liabilities. At the Closing, the Buyer is assuming only those executory obligations arising after the Closing under each of the Assumed Contracts and the Unexpired Leases, unless any such executory obligations result from, arise out of, relate to, or are caused by any one or more of the following: (i) any breach of any such Assumed Contract or Unexpired Lease occurring on or before the Closing Date, (ii) any breach of warranty, infringement or violation of applicable Requirement of Law occurring on or before the Closing Date, or (iii) any event or condition occurring or existing on or before the Closing Date which through the passage of time or the giving of notice or both would constitute a breach or default by the applicable Seller under such Assumed Contract or Unexpired Lease (collectively, the "Assumed Liabilities"). 4.2 Retained Liabilities. Except for the Assumed Liabilities, the Buyer shall not, by virtue of its acquisition of the Purchased Assets or otherwise, assume or become responsible for any Liabilities of any Seller or any Affiliate of any Seller, any Member or any of the Businesses, of any kind and nature that are not expressly included within the definition of Assumed Liabilities (collectively, the "Retained Liabilities), including: (a) Liabilities for accounts payables, or trade indebtedness, indebtedness to banks and other financial institutions, or to stockholders, members or affiliates; (b) Liabilities in respect of employment with any of the Sellers for any wages, salary, vacation pay, sick leave pay or pay for time not worked, back pay, 8 severance or termination pay or other compensation, Taxes or arising in connection with or related to any Employee Benefit Plan, if any, including, pursuant to COBRA; (c) Liabilities relating to Taxes; (d) except to the extent arising from or relating to any actions or conditions which first occur or exist after the Closing Date with respect to the Buyer's operation of the Branches, all Liabilities of any Seller relating to any condition with respect to contamination of air, soil, surface or ground waters, and all other environmental media at any real property ever owned, leased or operated by any of Sellers including any of the Branches; (e) Liabilities relating to personal injury or property damage or relating to goods and services sold prior to the Closing Date and alleged by third parties to be defective, including all tort claims and claims seeking special or consequential damages attributable to allegedly defective goods, materials or services supplied by any of Sellers; (f) any Liabilities relating to any Seller's failure to comply with any Requirement of Law prior to the Closing; (g) any Liabilities relating to any of the matters identified on either of Schedule 5.14 or Schedule 5.15(2) and (h) any other Liabilities of any Seller or arising out of the operations of any Seller or the Purchased Assets including for any civil or criminal damages or penalties (including punitive and exemplary damages allowed by law and interest), imposed on or sought to be imposed on any Seller or the Buyer or any of the officers, directors, members or stockholders of the Buyer, on account of any tortious, fraudulent, criminal or other act of any Seller or any of their respective officers, directors, members or stockholders. Without limitation to the foregoing, the intent and objective of the Sellers, the Members and the Buyer is that, except for the Assumed Liabilities, the Buyer does not assume, and no transferee or successor liability of any kind and nature shall attach to the Buyer pertaining to, any of the Retained Liabilities, if any, all of which Retained Liabilities shall be the sole responsibility of and paid by the Sellers. 4.3 Certain Employee Matters. Before the Closing Date, the Buyer has made offers of employment to the contract employees of each Seller who provide services for and on behalf of such Seller's Business, all of which employees are listed on Schedule 4.3 (collectively, the "Employees") as of and conditioned upon the occurrence of the Closing. The Buyer and each Seller and Member hereby acknowledges that the offers of employment to the Employees were made on an at-will basis at substantially the same rate of compensation (exclusive of benefits) as is set forth on Schedule 4.3. Schedule 4.3 accurately sets forth, by Seller with respect to each Employee of such Seller (including any Employee who is on a leave of absence or on temporary layoff status subject to recall): (a) the name of such Employee and the date as of which such Employee was originally hired by the applicable Seller and whether the Employee is on an active or inactive status; (b) such Employee's title and classification; (c) such Employee's annualized compensation as of the date of this Agreement, including base salary and vacation and/or paid time off accrual amounts as of December 31, 2004, bonus and/or 9 commission potential, severance pay potential, and any other compensation forms; and (d) any governmental authorization or Permit that is held by such Employee and that is used in connection with such Seller's Business. Nothing contained in this Agreement shall create any contract of employment or a promise of continued employment with the Buyer for any specified period and no third party beneficiary rights are provided to any Employee pursuant to this Agreement. Accordingly, the Buyer and each Seller and Member acknowledges that all offers of employment made by the Buyer and the actual employment of any Employee shall, at all times, be subject to the Buyer's right, in its sole discretion, to establish and modify, from time to time, the terms and conditions of the Employee's employment and to terminate such employment at any time. Except as the Buyer may otherwise expressly agree in writing, any Employee hired by the Buyer shall be treated as a new, at-will employee of the Buyer. 5. Representations and Warranties of Sellers and Members. The Sellers and Members hereby jointly and severally represent and warrant to the Buyer as follows: 5.1 Organization and Standing of Sellers. (a) Each Seller (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Louisiana, is duly qualified and authorized to do business in Louisiana and (ii) has the limited liability company power and is entitled to carry on the Business as now conducted by such Seller and is authorized to enter into and perform this Agreement and the Transaction Documents entered into or to be entered into and performed by such Seller. (b) True and complete copies of each Seller's articles of organization and operating agreement are attached to this Agreement as Schedule 5.1(b). 5.2 Authorization; Enforceability. (a) This Agreement, the Transaction Documents delivered or to be delivered by each Seller to the Buyer and the transactions contemplated by this Agreement have been duly authorized by all limited liability company and member action required to be taken on the part of such Seller. (b) Each Seller and Member has full capacity, power and authority to execute and deliver this Agreement and the Transaction Documents to be executed and delivered by such Member. (c) This Agreement and each of the Transaction Documents entered into or to be entered into and performed by any Seller or Member are and shall be legal, valid and binding obligations of such Seller and Member, enforceable against such Seller and Member, as applicable, in accordance with their respective terms. 5.3 Ownership; Subsidiaries and Affiliates. (a) Except as set forth on Schedule 5.3(a), no person or entity other than Members owns record, beneficial or equitable ownership of any of the Sellers' respective membership interests. 10 (b) Sellers do not own, directly or indirectly, any debt, equity or other ownership or financial interest in any other entity. No shares or other ownership or other interests, either of record, beneficially or equitably, in any entity are included in the Purchased Assets. (c) Except as set forth on Schedule 5.3(c), no Seller or Member operates at any location other than the Branches any business that is similar to the Businesses that are operated at any of the Branches. 5.4 Noncontravention of Contemplated Transactions; Consents and Government Approvals. (a) The execution, delivery and performance of this Agreement and the Transaction Documents delivered or to be delivered pursuant to this Agreement by Sellers or Members, as applicable, and the consummation thereof do not and will not (i) violate any Requirements of Law applicable to any Seller or any Member or any Order to which any Seller or any Member is subject or by which any of their respective properties are bound, (ii) conflict with, or result in the breach of, or constitute (or with or without the passage of time or the giving of notice or both might constitute) a default under, or result in the creation of any Adverse Claim upon any of the Businesses, any of the Purchased Assets, or any of the Assumed Liabilities by reason of or pursuant to, any of Sellers' or, in the case of any Member that is not an individual, such Member's articles of organization, operating agreement or other governing or constituting documents or any contracts to which any Seller or any Member is subject or by which any of their respective properties are bound. (b) No Consents or Regulatory Approval is required for any Seller or any Member to enter into and perform this Agreement or any of the Transaction Documents to be executed by any Seller or Member, or in connection with Sellers' and Members' consummation of the transactions contemplated by this Agreement. 5.5 Financial Statements. Attached to this Agreement as Schedule 5.5 are the following financial statements of each Seller (collectively, the "Financial Statements"): (a) unaudited balance sheet and the statement of income as of and for each of the fiscal years ended December 31, 2001, 2002 and 2003 (the "Annual Financial Statements") and (b) unaudited balance sheet and statement of income as of and for the fiscal year ended December 31, 2004 (the "Most Recent Financial Statements"). The Financial Statements have been prepared in accordance with the cash method of tax accounting following U.S. federal income tax regulations consistently applied through the periods involved and fairly present the financial condition and results of operations of each Seller as of and for the period ended the date thereof. The Financial Statements were prepared from, and properly reflect, the Books and Records, all of which Books and Records accurately and fairly reflect, in reasonable scope and detail and in accordance with good business practice, revenues and expenses, assets and liabilities of each Seller and such other information as is contained therein. 5.6 Undisclosed Liabilities and Obligations. To the best of any Seller's or any Member's knowledge, no Seller has any Liabilities except to the extent reflected or reserved against in the Most Recent Financial Statements. 11 5.7 No Changes. Since December 31, 2003: (a) each Seller has operated its Business in the ordinary course in a manner consistent with past practices and paid and discharged, in accordance with past practice but not less than on a timely basis, all of such Seller's payables and other Liabilities; (b) to the best of any Seller's or any Member's knowledge, there has not been any development, event, change, circumstance or condition, whether considered alone or together any other one or more developments, changes, circumstances or conditions, that has had, or could have, a material adverse effect upon any of (A) the Purchased Assets, (B) the nature and amount of the Assumed Liabilities, (C) the ability of any Seller to satisfy and discharge fully the Retained Liabilities, (D) the business, prospects, operations, results of operations, liabilities or condition (financial or otherwise) of any Seller, and (E) the ability of any Seller or any Member to consummate the Transactions; (c) made any change to its accounting methods, principles or practices; (d) no Seller has liquidated Inventory or accepted product returns, except for sales and returns made in the ordinary course of business; (e) no Seller has sold, leased, exchanged, transferred or otherwise disposed or, or agreed to sell, lease, exchange, transfer or otherwise dispose of, any assets with an individual fair money value of $5,000 or more, in each case, or $25,000 in the aggregate which is not reflected in the Most Recent Financial Statements; and (f) no Seller has entered into any Contract or written commitment to do any of the foregoing. 5.8 Title to Properties. Except for (a) the properties and assets which are leased or licensed by any of Sellers and identified as such, by Seller, on Schedule 1.1(d); (b) the items of Software licensed by any of Sellers and identified, as such, by Sellers, on Schedule 1.1(d); and (c) the Leased Real Property on which each Seller's Branch is located, each Seller has good and marketable title to all the Purchased Assets being sold by such Seller to the Buyer, free and clear of all Adverse Claims. Each Seller has a valid and enforceable license, lease and right to use all assets included within the Purchased Assets which are either licensed or leased by such Seller and each Seller enjoys peaceful and undisturbed possession thereunder. All of the Purchased Assets being sold by a Seller to the Buyer are located at such Seller's Branches. All assets of each Seller that are used to operate such Seller's business as presently conducted are located at such Seller's Branches. Except as otherwise expressly contemplated by the first sentence of this Section 5.8, or with respect to the Contracts set forth on Schedule 5.8 to which Management Consultant Services is the contracting party, no person or entity (including any affiliate of any Seller or any Member) owns or has any right or interest in any of the assets and property incidental or relating to, or used in connection with, any of the Businesses. Management Consultant Services owns all rights and interest to the Contracts listed on Schedule 5.8. Alexandria Financial Services, LLC does not have any outstanding Liabilities owning to any of Red River Bank or its successors or TBS Financial Inc. or its successors. American 12 Check Cashers of Lafayette LLC does not have any outstanding Liabilities owing to Whitney National bank or its successors. Each of (A) UCC-1 Financing Statement No. 40-055278 filed in Rapides Parish, Louisiana naming Red River Bank as secured party and Alexandria Financial Services LLC d/b/a American Check Cashers as debtor, (B) UCC-1 Financing Statement No. 28-396760 filed in Lafayette Parish, Louisiana naming TBS Financial Inc. as secured party and Alexandria Financial Services LLC as debtor, and (C) UCC-1 Financing Statement No. 17-1228760 filed in East Baton Rouge Parish, Louisiana naming Whitney National Bank as secured party and American Check Cashers of Lafayette, LLC as debtor identifies a security interest that has been fully satisfied, discharged and terminated before the Closing. 5.9 Real Estate. No Seller owns or has ever owned any real property. The only real property used by Sellers are the Branches, each of which is leased pursuant to the leases identified on Schedule 1.1(c) (collectively, the "Leased Real Property"). None of the Unexpired Leases and no extract or memorandum therefor has been recorded or filed with any recording or filing office of any jurisdiction by any Seller and, to the best of any Seller's or Member's knowledge, by the landlord thereunder. To the best of any Seller's or any Member's knowledge, all buildings, structures, fixtures and improvements, and all mechanical and operating systems comprising a part of the Leased Real Property are structurally sound, in compliance with all Requirements of Law and restrictive covenants, easements and any similar instruments and agreements pertaining thereto and in good condition, ordinary wear and tear excepted, and are sufficient to carry on the Business as conducted thereon. To the best of any Seller's or any Member's knowledge, all utilities and services currently provided to the Branches are adequate for use in the Business as conducted thereon. The use and operation of the Branches are in conformance with all applicable Requirements of Law, Orders and Permits. All utility charges previously due and payable with respect to each Branch have been fully paid. To the best of any Seller's or any Member's knowledge, there are no restrictions on entrance to or exit from any of the Branches to adjacent public streets and highways and no conditions exist that will result in the termination of the present access to and from any of the Branches to existing public streets and highways. To the best of any Seller's or any Member's knowledge, there are no proposed reassessments (other than regular periodic reassessments required by statute) of any of the Leased Real Property by any Governmental or Regulatory Authority. No Seller or Member has received written notice of, and no Seller or, to the best knowledge of any Seller or Member, any other party is in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained in any easement, restrictive covenant or any similar instrument or agreement affecting any of the Leased Real Property. To the best of any Seller's or any Member's knowledge, there are no condemnation, appropriation or other proceedings involving any taking of any of the Branches pending or threatened. To the best of any Seller's or any Member's knowledge, no part of any of the Branches contains, is located within, or abuts any flood plain, navigable water or other body of water, tideland, wetland, marshland or any other area which is subject to any special Requirement of Law, control or protection. The Sellers and Members have provided or caused to be provided to the Buyer true and complete copies of each Unexpired Lease. 5.10 Condition of Purchased Assets. The Purchased Assets are currently being used to carry on the Business as currently conducted and are in good condition and repair, ordinary wear and tear excepted. The operation and the use of the Purchased Assets are in conformance with all applicable Requirements of Law, Orders and Permits. 13 5.11 Environmental. To the best of any Seller's or any Member's knowledge, there have occurred no events, conditions, circumstances, activities, practices, incidents, or actions that may give rise to any common law or statutory liability, or otherwise form the basis for any Legal Proceeding (as defined in Section 5.14), Order, remedial or responsive action, or study or investigation involving or relating to any Seller or any Branch, based upon or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling, or the emission, discharge, release or threatened release into the environment, of any pollutants, contaminants, chemicals or hazardous substances. 5.12 Contracts and Commitments. Schedule 5.12 lists, by Seller, all Contracts other than the Unexpired Leases. True and complete copies of all written Contracts so listed have been delivered to the Buyer. In addition, Schedule 5.12 contains a true and complete description, by Seller, of all of the material terms of all oral Contracts, if any. The Sellers (and, in the case of Contracts and Unexpired Leases identified on Schedule 5.8, Management Consultant Services) are not and, to the best of any Seller's or any Member's knowledge, all other parties to any Unexpired Lease or Assumed Contract are not, in breach of, or default under, any provision thereof, and no event has occurred which with or without the passage of time or the giving of notice or both would constitute a breach or default under thereunder with respect to the Sellers (and, in the case of Contracts and Unexpired Leases identified on Schedule 5.8, Management Consultant Services) and, to the best of any Seller's or any Member's knowledge, with respect to such other parties to such Assumed Contracts and Unexpired Leases. No party to any Unexpired Lease or Assumed Contract has provided a Seller or Sellers (and, in the case of Contracts and Unexpired Leases identified on Schedule 5.8, Management Consultant Services) with notice of such party's intention to terminate or withdraw its participation in any Unexpired Lease or Assumed Contract. All copies of each written Contract delivered to the Buyer and the descriptions of each oral Contract contained in Schedule 5.12 contain and describe the entire agreement between the parties to such Contract as to the subject matter of such Contract and there have been no waivers, forbearances or modifications of any kind whatsoever to the express terms set forth in such written Contract or as described with respect to such oral Contract. 5.13 Patents, Trademarks, and Copyrights. No Seller or Member owns any patents or any patent applications. Schedule 5.13 contains a complete and correct list, by Seller, of all Copyrights and all Trademarks owned or used by such Seller in the conduct of its Business. Schedule 5.13 also contains a complete and correct list, by Seller of all Software used in the operations of such Seller's Business. No Seller has any obligation to make any payments by way of royalties, fees, or otherwise to any owner or licensor of, or other claimant to, any Copyright or Trademark on account of Sellers' conduct of their Business. To the best of any Seller's or any Member's knowledge, no Seller is infringing or misappropriating, and no Seller has infringed upon or misappropriated, the rights of any other person or entity. 5.14 Pending Litigation, Proceedings or Investigations. Except as set forth on Schedule 5.14, there is no suit, action, asserted claim, arbitration, grievance, litigation, administrative or other proceeding (a "Legal Proceeding") pending or, to the best of any Seller's or any Member's knowledge, threatened, against or related to any of Sellers, Members, the Businesses, the Assumed Liabilities or the Purchased Assets or which could adversely affect or restrict the ability of any Seller or Member to consummate fully the transactions contemplated by this Agreement. Schedule 5.14 also contains a true and complete list of all Orders to which any 14 Seller or, to the extent relating to any Seller or its Business and any Member, is subject or by which any of their respective properties are bound. 5.15 Absence of Restrictions; Compliance with Laws; Permits. Except as set forth on Schedule 5.15, no Seller or Member is subject to any Contract or other obligation that proposes to or has the effect of limiting such Seller's or Member's right to engage or compete with any person or entity in any business. No Seller or, to the extent relating to any Seller or its Business, Member is in violation of, or in default under, any Requirement of Law applicable to such Seller or Member or any Order issued or pending against such Seller or Member or by which such Seller or Member or any of their respective properties are bound. Each Seller has obtained or filed all Permits that are, to the best of any Seller's or any Member's knowledge, required for the operation of such Seller's Business and Branches. Schedule 5.15(1) contains a complete and accurate list, by Seller, of all of its Permits. To the best of any Seller's or any Member's knowledge, all such Permits were made in accordance with applicable Requirements of Law when obtained or filed. Except as set forth on Schedule 5.15(2), no deficiencies have been asserted by any Governmental or Regulatory Authority with respect to any Permit that has not been finally resolved. All Permits are valid and in full force and no revocation, cancellation, or withdrawal thereof has been effected or threatened to the best of any Seller's or any Member's knowledge. 5.16 Loans to Customers. (a) Schedule 1.1(b) contains a complete and accurate listing and aging, by Seller and Branch, of each Loan. (b) There has been no fraud, dishonesty or misrepresentation on the part of any Seller or, to the best of any Seller's or any Member's knowledge, the maker of any Note. (c) No Note is subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of any Note, or the exercise of any right thereunder, render such Note unenforceable, in whole or in part, or subject such Note to any right of rescission, set-off, counterclaim or defense, including the defense of usury and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto. (d) To the best of any Seller's or any Member's knowledge, any and all Requirements of Law including usury, truth in lending, consumer credit protection, equal credit opportunity or disclosure laws applicable to the origination and servicing and collection of each Loan have been complied with in all respects. (e) Each Note is genuine and is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms. (f) All parties to each Note had legal capacity to enter into the underlying Loan and to execute and deliver such Note, and such Note has been duly and properly executed by such parties and all proceeds of such Note have been duly disbursed. 15 (g) All parties which have had any interest in any Loan, whether as assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance with any and all applicable "doing business" and licensing Requirements of Law. (h) No Seller has waived any default, breach, violation or event of acceleration under any Note. Schedule 5.16(h) sets forth a complete and accurate list of all Loans that are in default as of the Closing Date. (i) To the best knowledge of any Seller or any Member, no obligor under any Note (the "Obligor") has filed for protection under any bankruptcy proceeding following the origination of any currently outstanding loan to such Obligor. (j) No Note is secured by any collateral. (k) Each Obligor has received all disclosures required by all applicable Requirements of Law with respect to the making of loans of the same type as the Loan made to such Obligor and any rescission materials required by all applicable Requirements of Law. (l) Each Seller is the sole owner and holder of each Loan originated by such Seller. No Loan has been assigned or pledged by any Seller and each Seller had good and marketable title thereto, and free and clear of all Adverse Claims. Each Seller has full right to transfer and sell each Loan to the Buyer, free and clear of Adverse Claims, and has full right and authority, subject to no interest or participation in, or agreement with any other person or entity to sell or otherwise transfer such Loan. The sale of each Loan and Note as and in the manner contemplated by this Agreement is sufficient to fully transfer to the Buyer all right, title and interest of the applicable thereto as noteholder. (m) Each Loan was underwritten in accordance with the applicable Seller's processes, procedures and guidelines for the making of such Loans in effect at the time of origination with exceptions thereto exercised in a reasonable manner, and supported by appropriate documentation contained in the file for such Loan. (n) No Obligor has notified any Seller, and no relief has been requested or allowed to any Obligor, under the Servicemens' Civil Relief Act, except as set forth on Schedule 5.16(n). 5.17 Solvency. On and as of the date of this Agreement, and after giving effect to the Closing and the other Transactions, no Seller or Member is or will be insolvent as defined in, or otherwise in a condition which could render any transfer or conveyance made by Sellers or Members avoidable or fraudulent pursuant to, any Requirement of Law pertaining to bankruptcy, insolvency or creditors' rights generally or relating to fraudulent conveyances, fraudulent transfers or preferences. Each of Sellers and Members are receiving reasonably equivalent value and consideration from the Buyer for the Purchased Assets being sold by such Seller and are not selling such Purchased Assets to the Buyer with the intent to hinder, delay or defraud any of its creditors. 16 5.18 No Brokers. None of the Sellers or Members engaged any person or entity as a broker, finder or intermediary for or on account of any of the Transactions. 5.19 Receivables. Schedule 5.19 contains a true and complete listing (including maturity and due dates), by Seller, of each Seller's Receivables (other than the Loans) if any, sold as a Purchased Asset, as of the date of this Agreement. The Loans and Receivables arose from bona fide transactions in the ordinary course of business and reflect credit terms consistent with past practice. Subject to proper reserves taken into account as reflected on Schedule 5.19, each Receivable should be fully collectible in the ordinary course of business. 5.20 Inventory. All Inventory reflected in the Books and Records (i) was purchased and is maintained in the ordinary course of business, (ii) is of good and merchantable quality and is free from any material defect. No Seller is under any obligation or liability with respect to the return of any Inventory sold or furnished to any person or entity. 5.21 Tax Matters. Each Seller has duly and timely filed all Tax Returns required to be filed by such Seller. The Sellers have provided the Buyer with true and complete copies of all federal and state income Tax Returns for Sellers for the tax years ended December 31, 2001, 2002 and 2003. Each Tax Return filed by Sellers was true and complete when filed. The Sellers have fully paid all Taxes that were due and payable, or asserted or claimed to be due and payable by any federal, state or local tax authority from Sellers for the period covered by the applicable Tax Returns or any statement or other document issued by any such tax authority. None of Sellers nor any Member has received any outstanding and unresolved notices from the IRS or any other governmental or regulatory authority of any proposed examination or of any proposed change in reported information relating to any Seller. There are no Adverse Claims of any kind for Taxes upon any of the Purchased Assets other than for those Adverse Claims for Taxes not yet due and payable. Each Seller has complied with all applicable Requirements of Law relating to the payment and withholding of Taxes (including withholding Taxes pursuant to Sections 1441 and 1442 of the Code). All monies each Seller is required by applicable Requirement of Law to collect or withhold from the employees of such Seller for income Taxes, social security and other payroll Taxes, or from independent contractors, shareholders or other third parties, have, within the time and manner presented by applicable Requirement of Law, been collected or withheld, and paid to the respective governmental or regulatory authority. None of Sellers have made an election under Treas. Reg. ss. 301.7701-3 to be treated as an association taxable as a corporation. Each of Sellers have been properly treated as a partnership or disregarded entity since their inception for all federal and state tax purposes. 5.22 Officers and Directors. Except as set forth on Schedule 5.22 attached to this Agreement, none of the Members or significant employees of any of Sellers has, within the past five (5) years: (a) been convicted of, or pled guilty or no contest to, any crime (other than traffic offenses and other minor offenses); (b) been named as a subject of any criminal Legal Proceeding (other than for traffic offenses and other minor offenses); 17 (c) been the subject of any Order or sanction relating to an alleged violation of, or otherwise found by any governmental or regulatory authority to have violated: (i) any Requirement of Law relating to consumer lending, (ii) any Requirement of Law respecting financial institutions, insurance companies, or fiduciary duties owed to any person or entity, (iii) any Requirement of Law prohibiting fraud (including mail fraud or wire fraud); or (d) been the subject of any Order enjoining or otherwise prohibiting him or her from engaging in any type of business activity. During the past five (5) years, (i) no petition under the Federal bankruptcy laws or any state insolvency or similar law has been filed by or against, and (ii) no receiver, conservator, fiscal agent or similar officer has been appointed for, any Seller or Member or significant employees of any Seller or any partnership in which any of the foregoing individuals was a general partner or any entity of which any of the foregoing individuals was a director or an executive officer or had a position having similar powers and authority at or within two (2) years of the date of such filing or appointment. 5.23 Additional Employee Matters. The information contained in Section 4.3 is true and complete. Each Employee's employment for any Seller is "at-will." Sellers have no obligation to pay any Employee any severance or similar payments. No Seller is a party to or bound by any collective bargaining agreement and no collective bargaining agreement covering any Seller's employees is currently being negotiated. To the best knowledge of any of Sellers or Members, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employees of any of Sellers. There is no, and since January 1, 2000 there has been no, work stoppage, strike, slowdown, picketing or other labor disturbance or controversy by or with respect to any Seller's employees or former employees. In addition, no dispute with or claim against any Seller relating to any labor or employment matter including employment practices, discrimination, terms and conditions of employment, or wages and hours is outstanding or, to the best of any Seller's or any Member's knowledge, is threatened. There is no claim or petition pending before, and at no time since January 1, 2000 has there been, any claim or petition made to, any governmental or regulatory authority including the National Labor Relations Board or the Equal Employment Opportunity Commission against any of Sellers with respect to any labor or employment matter, except as set forth on Schedule 5.23. 5.24 Employee Benefit Plans. (a) The Businesses herein sold have not established any Employee Benefit Plans. The Businesses' work force, except for the Members, is provided through as contract for labor service with Delta Administrative Services, LLC pursuant to a Service Agreement dated November 17, 2001. (b) None of Sellers or any entity that is included with such Seller in a controlled group or affiliated services group under Sections 414(b), (c), (m) or (o) of the Code (an "ERISA Affiliate") has ever sponsored, maintained or contributed to, or been obligated to contribute to, (i) any money purchase pension plan or (ii) any employee benefit plan subject to Title IV of ERISA and the minimum funding requirements of Code Section 412. 18 (c) Except as set forth on Schedule 5.24(c)(1), there are no current or former Employees who are on leave of absence under either of the Uniformed Services Employment or Reemployment Rights Act or the Family Medical Leave Act. Schedule 5.24(c)(2) reflects: (i) each individual who has elected or has a right to elect continuation coverage under any Employee Benefit Plan pursuant to COBRA (29 U.S.C. ss.ss.1161 to 1169), as amended; and (ii) the date and type of each such individual's qualifying event (as defined in 29 U.S.C. ss.1163). (d) Excluding (i) death benefits or retirement benefits under any Employee Benefit Plan that is qualified under Section 401(a) of the Code and (ii) benefits, the full cost of which is borne by the current or former employee (or his beneficiary), no Employee Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service. 5.25 Accuracy and Completeness of Information. All information furnished, to be furnished or caused to be furnished to the Buyer by any or all of Seller and Members with respect to any of the Purchased Assets, the Assumed Liabilities, the Businesses, Sellers and Members for the purposes of or in connection with this Agreement or any of the transactions contemplated by this Agreement is or, if furnished after the date of this Agreement, shall be true and complete in all material respects and, does not, and if furnished after the date of this Agreement, shall not, contain any untrue statement of material fact or fail to state any material fact necessary to make such information not misleading. 6. Representations and Warranties of Buyer. The Buyer represents and warrants to Sellers and Members as follows: 6.1 Organization and Standing of Buyer. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Louisiana in doing business in the State of Louisiana and has the authority to engage in the pay day loan and cash checking businesses. 6.2 Authorization. The execution, delivery and performance by the Buyer of this Agreement, the Transaction Documents to be entered into and performed by the Buyer and the Transactions have been duly authorized by all necessary organizational action on the part of the Buyer. This Agreement and each of the Transaction Documents entered into by the Buyer or to be entered into or performed by the Buyer have been duly entered into by the Buyer and constitute the legal, valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with its terms. 6.3 Noncontravention of Contemplated Transactions; Consents and Government Approvals. The execution, delivery and performance of this Agreement and the Transaction Documents delivered or to be delivered pursuant to this Agreement by the Buyer and the consummation thereof do not and will not: (i) violate any Requirements of Law applicable to the Buyer or any Order to which the Buyer is subject or by which the Buyer's properties are bound; or (ii) conflict with, or result in the breach of, or constitute (or with or without the passage of time or the giving of notice or both might constitute) a default under any of the 19 Buyer's articles of incorporation or bylaws. Except as set forth on Schedule 6.3, no Consent or Regulatory Approval is required for the Buyer's entering into and performance of this Agreement or any of the Transaction Documents to be executed by the Buyer or in connection with the Buyer's consummation of the transactions contemplated by this Agreement. 6.4 The Buyer is a subsidiary of Guarantor but has full authority to act for itself, and Buyer is financially capable of consummating each obligation of Buyer under the Transaction Documents. 6.5 No Brokers. Buyer has not engaged any person or entity as a broker, finder, or intermediate for or on account of any of the Transactions. 7. Transfer Taxes and Fees. The Sellers shall pay all transfer, documentary, sales, use, stamp, registration and other Taxes and fees, if any, which may be payable with respect to the Transactions and will file all Tax Returns and documentation related thereto. If required by applicable law, the Buyer will join in the execution of any such Tax Return and other documentation. 8. Closing Deliveries. 8.1 Sellers and Members Deliveries. The Sellers and the Members, as applicable, are delivering to the Buyer, the following items and documents concurrently with the execution and delivery of this Agreement: (a) Each Sellers' duly executed counterpart to such Seller's Bill of Sale; (b) Each Sellers' duly executed counterpart to such Seller's Assignment and Assumption Agreement; (c) Management Consultant Services' duly executed counterpart to Management Consultant Services' Assignment and Assumption Agreement; (d) Each Seller's and each Member's duly executed counterparts to such Seller's and Member's Noncompetition, Nonsolicitation and Confidentiality Agreement; (e) A certificate issued by the Secretary of State of the State of Louisiana as to the good standing of each of Seller in Louisiana; (f) A certificate of each Seller, dated the Closing Date, certifying as to: (A) such Seller's articles of organization and as amended, certified by the Secretary of State of the State of Louisiana, together with a certification by such Seller's Secretary that no amendments thereto have been made since such date; (B) the operating agreement of such Seller; (C) the resolutions of the members of each Seller authorizing the entering into and performance of this Agreement and each of the Transaction Documents to which such Seller is a party; and (D) incumbency and signatures of the officers of such Seller signing this Agreement and the Transaction Documents to which such Seller is a party; 20 (g) a consent from each lessor of any Leased Real Property which is the subject matter of any Unexpired Lease being assigned to the Buyer pursuant to this Agreement; (h) a notification to the Office of Financial Institutions of the State of Louisiana relinquishing such Seller's license to operate each Branch operated by such seller and enclosing the original of such license for submission to the appropriate authorities by the Buyer. (i) a consent by Softwise, Inc. to the license and use of the cashwise software, as listed on Schedule 1.1(d), by the Buyer at all Branches of the Sellers commencing on the Closing Date; (j) a certificate of title and bill of sale, duly executed by the applicable Seller, transferring title to each of the motor vehicles listed on Schedule 1.1(h); and (k) a payoff letter, duly executed by Whitney National Bank, in respect of the outstanding indebtedness owing from American Check Cashers of Lafayette, LLC and the release of all liens, security interests and encumbrances that Whitney National Bank may have against any of American Check Cashers of Lafayette, LLC's assets. 8.2 Buyer's Deliveries. The Buyer is delivering to the Sellers and the Members, as applicable, the following items and documents concurrently with the execution and delivery of this Agreement: (a) the Cash Consideration; (b) the Buyer's duly executed counterpart to each Seller's Bill of Sale; (c) the Buyer's duly executed counterpart to each Seller's Assignment and Assumption Agreement; (d) a certificate issued by the Secretary of State for the State of Louisiana as to the good standing of the Buyer in Louisiana; and (e) a certificate of the Secretary of the Buyer, dated the Closing Date, certifying as to: (A) the Buyer's articles of organization, certified by the Secretary of State of the State of Louisiana, together with a certification by the Buyer's Secretary that no amendments thereto have been made since such date; (B) the bylaws of the Buyer; (C) the resolutions authorizing the entering into and performance of this Agreement and each of the Transactions Documents to which the Buyer is a party; and (D) incumbency and signatures of the officers of the Buyer signing this Agreement and the Transaction Documents to which the Buyer is a party. 8.3 Guarantor's Deliverables. The Guarantor is delivering to the Sellers and Members, as applicable, the following items and documents concurrently with the execution and delivery of this Agreement: 21 (a) a certificate issued by the Secretary of State for the State of New York as to the good standing of the Guarantor in the State of New York; and (b) a certificate of the Secretary of the Guarantor, dated the Closing Date, certifying as to: (A) the Guarantor's articles of incorporation, certified by the Secretary of State of the State of New York, together with a certification by the Guarantor's Secretary that no amendments thereto have been made since such date; (B) the bylaws of the Guarantor; (C) the resolutions authorizing the entering into and performance of this Agreement and each of the Transactions Documents to which the Guarantor is a party; and (D) incumbency and signatures of the officers of the Guarantor signing this Agreement and the Transaction Documents to which the Guarantor is a party. 9. Post-Closing and Other Covenants. 9.1 Further Cooperation. From and after the Closing Date and without further compensation from the Buyer, each Seller shall, and Members shall and shall cause Sellers to, assist and cooperate with the Buyer in effecting the orderly transfer of the Purchased Assets to the Buyer. In addition, at the Buyer's request from time to time, each Seller shall, and Members shall and shall cause Sellers to, execute and deliver to the Buyer such further endorsements, assignments and instruments of transfer and conveyance and take such other actions as the Buyer reasonably requests to transfer, vest or perfect the Buyer's rights in and to the Purchased Assets free and clear of all Adverse Claims and otherwise to accomplish the orderly transfer of the Purchased Assets to the Buyer and to consummate the transactions contemplated by this Agreement. In addition, each Seller and Member shall (i) provide or cause to be provided such written information with respect to themselves and (ii) take or cause to be taken such actions, in each of the foregoing cases, as the Buyer, or any auditor reasonably deems necessary or desirable to complete any audit of such Seller's financial statements. From and after the Closing, each Seller and each Member shall cooperate with the Buyer in connection with, and make available to the Buyer all materials reasonably requested with respect to, the Buyer's preparation of any filing with the Securities and Exchange Commission which may be required by the Buyer related to this Agreement and the transactions contemplated by this Agreement, including without limitation, the filing of a current report on Form 8-K announcing the Closing, and any amendment to such current report thereto, and the filing of financial statements in accordance with Regulation S-X of the Securities Exchange Act of 1934. 9.2 Maintenance of Books and Records. (a) For a period of three (3) years after the Closing Date, the Buyer will maintain all Books and Records comprising a part of the Purchased Assets and which were maintained by Sellers on or before the Closing Date and, subject to the execution of an agreement regarding the confidentiality and use thereof in form and substance reasonably acceptable to the Buyer, make copies thereof reasonably available to Sellers and Members and their respective representatives and agents and will also permit the foregoing persons access during normal business hours, all at Sellers' and Members' sole cost and expense, to all such Books and Records, upon reasonable prior written notice to the Buyer, and on terms not disruptive to the business, operation or employees of the Buyer to assist Sellers and Members, as applicable, in completing any Tax or regulatory filings or financial statements required or 22 appropriate to be made by Sellers or Members after the Closing Date with respect to periods before the Closing Date. (b) For a period of three (3) years after the Closing Date, Sellers will, and Members will and will cause Sellers to, retain in all Books and Records possessed or controlled or to be possessed or controlled by any of Sellers and Members that relate to the Businesses before the Closing Date. The Sellers will, and Members will and will cause Sellers to, permit the Buyer or its representatives and agents access, at the Buyer's sole cost and expense, to all of such Books and Records upon reasonable prior written notice for any reasonable business purpose, and on terms not disruptive to the business, operation or employees of Sellers. 9.3 Use of Names. From and after the Closing Date, each Seller and Member will cease to use the names "American Check Cashers", "Check Cashing Center of Louisiana", and "cash.com" (collectively, the "Names"), and will take such actions as the Buyer reasonably requests to permit the Buyer to use the Names. Within fifteen (15) days after the Closing Date, each Seller shall change its legal name so as to remove all references to any Name and each Member shall cause all other businesses owned by it to cease using any of the Names and change the legal name of all entities owned by such Member. 9.4 Receivables/Loans; Retained Checks and Retained Loans. (a) If, at any time after the Closing Date, any Seller or Member shall receive any payments on account of any of the Receivables transferred to Buyer or Loans or any amounts payable to the Buyer pursuant to any of the Assumed Contracts or other rights to payment constituting a part of the Purchased Assets, then such Seller or Member shall hold such funds in trust for, and shall promptly remit (and Members shall cause Sellers to remit promptly) such funds to the Buyer immediately upon receipt thereof. Each Seller hereby, effective from and after the Closing Date, authorizes and grants to the Buyer (acting through any one or more of the Buyer's authorized representatives or agents) a power of attorney to endorse any Seller's name on any check or any other remittances received by a Seller or Sellers on account of the Receivables and Loans or rights to payment. The foregoing power of attorney is coupled with an interest and is irrevocable. (b) If at any time after the Closing Date, the Buyer shall receive any payments on account of any of the Retained Checks or Retained Loans, then the Buyer shall hold such funds in trust for, and shall promptly remit such funds to the applicable Seller immediately upon receipt thereof. 9.5 UCC Termination Statements. Sellers and Members shall cause to be filed, within fifteen (15) days after the Closing Date, a termination statement which terminates each of the following UCC-1 Financing Statements: (a) UCC-1 Financing Statement No. 40-055278 filed in Rapides Parish, Louisiana naming Red River Bank as secured party and Alexandria Financial Services, LLC d/b/a American Check Cashers, as debtor; 23 (b) UCC-1 Financing Statement No.28-396760 filed in Lafayette Parish, Louisiana naming TBS Financial Inc. as secured party and Alexandria Financial Services LLC as debtor; and (c) UCC-1 Financing Statement No. 17-1228760 filed in East Baton Rouge Parish, Louisiana naming Whitney National Bank as secured party and American Check Cashers of Lafayette, LLC debtor. 10. Indemnification. 10.1 Survival. Subject to the last three (3) sentences of this Section 10.1, any indemnification provided for in this Agreement shall be asserted and/or a claim made for the same on or prior to midnight, local Lafayette, Louisiana time, on July 31, 2006, except that the right of any Buyer Indemnified Party or Seller Indemnified Party, as applicable, to assert indemnification claims (a) with respect to the representations and warranties set forth in Sections 5.8 or 5.21, (b) with respect to any breach of any of the covenants or agreements under Section 9, (c) under Sections 10.2(e) or 10.2(f) (including any Third Party Claim relating thereto), and (d) under Section 10.3(d) (including any Third Party Claim relating thereto), shall in all cases survive until the date which is ninety (90) days after date on which statute of limitations applicable to the subject matter addressed thereunder for which indemnification is sought expires. The rights of any Buyer Indemnified Party to assert indemnification claims under Sections 10.2(c) and 10.2(d) as to any particular matter shall survive until the date which is the earlier of (i) the fifth (5th) anniversary of the Closing Date or (ii) the date which is ninety (90) days after the date on which the statute of limitations applicable to such matter expires. Any indemnification claim timely asserted that would otherwise terminate in accordance with this Section 10.1 will continue to survive until the claim has been satisfied or otherwise resolved. The right to assert any claim with respect to any representation or warranty contained in this Agreement or in any certificate, document or instrument delivered at the Closing with respect thereto made with actual fraud shall indefinitely survive the Closing. 10.2 Sellers and Members Indemnification. Subject to the provisions of Section 10.1 above and the provisions of Section 10.4 below, from and after the Closing Date, each Seller and Member shall jointly and severally indemnify and hold harmless the Buyer and any person and/or entity which controls, is controlled by, or under common control with (within the meaning of the Securities Act of 1933, as amended) the Buyer or any such affiliate, and each of their respective directors and officers, and the successors and assigns and executors and estates of any of the foregoing (collectively the "Buyer Indemnified Parties") from and against all Indemnifiable Losses imposed upon, incurred by, or asserted against any of Buyer Indemnified Parties resulting from, relating to or arising out of: (a) any misrepresentation or breach of any warranty by any Seller or any Member contained in this Agreement or any document, instrument, or certificate delivered by any Seller or any Member to the Buyer at the Closing; (b) any breach or non-fulfillment of any covenant or agreement to be performed by any Seller or any Member under this Agreement; 24 (c) any and all Liabilities arising out of or relating to the conduct of any of the Businesses prior to the Closing; (d) any and all of the Retained Liabilities; (e) any non-compliance by any Seller with applicable Requirements of Law relating to fraudulent conveyances, fraudulent transfers, preferential transfers and similar transactions; (f) any action, claim or demand by any holder of any Seller's membership interests or securities, whether debt or equity; (g) any Third Party Claim against any Buyer Indemnified Party arising out of any of the foregoing. 10.3 Buyer Indemnification. Subject to the provisions of Section 10.1 above and the provisions of Section 10.4 below, from and after the Closing Date, the Buyer will indemnify and hold harmless each Seller and Member and any person and/or entity which controls, is controlled by, or under common control with (within the meaning of the Securities Act of 1933, as amended) such Seller or any such affiliate, and each of their respective directors and their officers and the successors and assigns and executors and estates of any of the foregoing (collectively the "Seller Indemnified Parties") from and against all Indemnifiable Losses imposed upon, incurred by, or asserted against any of Seller Indemnified Parties resulting from, relating to and arising out: (a) any misrepresentation or breach of any warranty by the Buyer or the Guarantor contained in this Agreement or any document, instrument, or certificate delivered by Buyer or the Guarantor to the Sellers or the Members at the Closing; (b) any breach or non-fulfillment of any covenant or agreement to be performed by any Buyer under this Agreement; (c) any and all of the Assumed Liabilities; (d) any non-compliance by the Buyer with applicable Requirements of Law relating to fraudulent conveyances, fraudulent transfers and preferential transfers with respect to the Purchased Assets after the Closing Date; and (e) any Third Party Claim against any Seller Indemnified Party arising out of any of the foregoing. 10.4 Limitations. (a) The Sellers' and the Members' obligation to make indemnification payments to the Buyer Indemnified Parties, on the one hand, and the Buyer's obligation to make indemnification payments to the Seller Indemnified Parties, on the other hand, shall not arise until the aggregate amount of all Indemnifiable Losses claimed by the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, exceeds $50,000 (the 25 "Threshold Amount"). Once the aggregate amount of Indemnifiable Losses claimed by the Buyer Indemnified Parties under Section 10.2, on the one hand, or by the Seller Indemnified Parties under Section 10.3, on the other hand, exceeds the Threshold Amount, the Buyer Indemnified Parties and the Seller Indemnified Parties, as the case may be, shall then be entitled to recover all such Indemnifiable Losses, including those Indemnifiable Losses that were used to reach the Threshold Amount. The foregoing Threshold Amount limitation shall not apply to, and the determination of whether the Threshold Amount has been reached shall not include, any Indemnifiable Losses incurred by any Buyer Indemnified Party with respect to any of the Excepted Matters or the Noncompliance Matters (each as defined in Section 10.4(b)) or any representation or warranty made by any Seller or Member, on the one hand, or the Buyer or the Guarantor, on the other hand, in this Agreement or in any certificate, document or instrument delivered by any such Seller, Member, Buyer or Guarantor at the Closing with respect thereto made with actual fraud.. (b) In no event shall the Sellers' and the Members' aggregate obligation to make indemnification payments to the Buyer Indemnified Parties on account of Indemnifiable Losses with respect to (i) any breach of Section 5.8 or Section 5.21, (ii) any claims under Section 10.2(e) or Section 10.2(f), including any Third Party Claim relating thereto, and (iii) any failure to perform any covenant under Section 9 (collectively, the "Excepted Matters") exceed an amount equal to the Cash Consideration. In no event shall the Sellers' and Members aggregate obligation to make indemnification payments to the Buyer Indemnified Parties on account of any Third Party Claim arising out of or relating to any Seller's non-compliance with any Requirement of Law pertaining the origination, servicing or collection of consumer loans including any Requirements of Law regarding usury, truth in lending, consumer credit protection, equal credit opportunity or disclosure (collectively, the "Noncompliance Matters") exceed an amount equal to seventy percent (70%) of the Cash Consideration. In no event shall the Sellers' and the Members' aggregate obligation to make indemnification payments to the Buyer Indemnified Parties on account of Indemnifiable Losses with respect to any matters other than the Excepted Matters and the Noncompliance Matters exceed an amount equal to thirty percent (30%) of the Cash Consideration. None of the foregoing limitations shall apply to any claim with respect to any representation or warranty made by any Seller or Member in this Agreement or in any certificate, document or instrument delivered by any Seller or Member at the Closing with respect thereto made with actual fraud. (c) In no event shall the Buyer's aggregate obligation to make indemnification payments to the Seller Indemnified Parties on account of Indemnifiable Losses exceed an amount equal to thirty percent (30%) of the Cash Consideration. The foregoing limitation shall not apply to any claim with respect to any representation or warranty made by the Buyer in this Agreement or in any certificate, document or instrument delivered by the Buyer at the Closing with respect thereto made with actual fraud. 10.5 Reassignment of Loans and Notes. If any Seller or Member is required to make any indemnification payment to any Buyer Indemnified Party for any breach of any of the representations and warranties contained in any of Sections 5.16(b) - 5.16(n), inclusive, and the amount of any such indemnification payment actually paid to the Buyer Indemnified Party equals or exceeds the aggregate amount then due under the Loan(s) and Notes(s) with respect to which such indemnification payment is made, then the Buyer will 26 reassign such Loan(s) and Note(s), without recourse, to the Seller from whom the Buyer purchased such Loan(s) or Note(s). 10.6 Set-Off. Without limiting any other right or remedy of the Buyer, whether under this Agreement or in law, equity or otherwise, the Buyer shall have the right and option to set-off against the amounts, if any, payable to Sellers pursuant to any of the Contingent Consideration provisions of this Agreement as against any Indemnifiable Losses for which any or all of Sellers or Members are liable. 10.7 No Third Party Beneficiaries. No insurance company or any other third party, except for Buyer Indemnified Parties and Seller Indemnified Parties, shall be a beneficiary of Seller's or Buyer's indemnification obligations under this Agreement and in no way shall any obligations of any insurance company or other third party be reduced or mitigated as a result of this Agreement. 11. Expenses. Except as expressly provided in this Agreement, the Parties shall pay their own expenses incident to the preparation, negotiation and execution of this Agreement and the performance of the transactions contemplated by this Agreement including all fees and costs and expenses of their respective accountants and legal counsel. 12. Public Announcements. None of the Parties shall issue any public report, statement, press release or similar item or make any other public disclosure with respect to the execution or substance of this Agreement or the Closing prior to the consultation with and approval of the other Parties, except that the Buyer may, after the Closing, or if the Buyer or its counsel deem it necessary to comply with the Buyer's obligations under applicable federal or state securities laws, prior to the Closing, issue any such report, statement, press release or similar item or make any such public disclosure. 13. Sellers' and Members' Representative. (a) Each Seller (other than Southern) and Member hereby constitutes and appoints Jerry W. Brents as such Seller's and Member's representative (the "Sellers' and Members' Representative") and as such Seller's and Member's true and lawful attorney-in-fact, with full power in such person's name and on such person's behalf: (i) to act on such Seller's and Member's behalf according to the terms of this Agreement with respect to all matters pertaining to any Seller other than Southern including the power: (A) to act pursuant to Section 2.5 with respect to the Contingent Consideration to the extent that any dispute with respect thereto pertains to any Seller other than Southern; (B) to consent to the assignment of rights under this Agreement to the extent that any such assignment pertains to any Seller other than Southern; (C) to give and receive notices on behalf of such Seller and Member to the extent that any such notice pertains to any Seller other than Southern; (D) to amend this Agreement or waive any provision of this Agreement to the extent that any such amendment or waiver pertains to any Seller other than Southern; (E) to resolve any dispute to the extent that any such dispute pertains to any Seller other than Southern; and (F) to act on such Seller's and Members' behalf in connection with any matter as to which such Seller or Member is, jointly with Seller or any of the other Members, 27 obligated to indemnify and Buyer Indemnified Party under Section 10.2 or is, jointly with Seller or any of the other Members, a Seller Indemnified Party under Section 10.3 to the extent that any such matter pertains to any Seller other than Southern, all in the absolute discretion of the Sellers' and Members' Representative; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions an other instruments contemplated by or deemed advisable in connection with this Agreement to the extent that any such acts pertain to any Seller other than Southern. (b) Southern and each Member hereby constitutes and appoints Keith D. Chunn as Southern's and such Member's representative (the "Southern Representative") and Southern's and such Member's true and lawful attorney-in-fact, with full power in such person's name and on its behalf: (i) to act on Southern's and such Member's behalf according to the terms of this Agreement with respect to all matters pertaining to Southern, including the power: (A) to act pursuant to Section 2.5 with respect to the Contingent Consideration to the extent that any dispute with respect thereto pertains to Southern; (B) to consent to the assignment of rights under this Agreement to the extent that any such assignment pertains to Southern; (C) to give and receive notices on behalf of Southern to the extent that any such notice pertains to Southern; (D) to amend this Agreement or waive any provision of this Agreement to the extent that any such amendment or waiver pertains to Southern; (E) to resolve any dispute to the extent that any such dispute pertains to Southern; and (F) to act on Southern's behalf in connection with any matter as to which Southern is, jointly with any other Seller or any Member, obligated to indemnify any Buyer Indemnified Party under Section 10.2 or is, jointly with any other Seller or any Member, a Seller Indemnified Party under Section 10.3 to the extent that any such matter pertains to Southern, all in the absolute discretion of the Southern Representative; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions an other instruments contemplated by or deemed advisable in connection with this Agreement to the extent that any such acts pertain to Southern. (c) These powers of attorney, and all authority hereby conferred, are granted subject to the interests of the Sellers, the Members, the Buyer and the Buyer Indemnified Parties under this Agreement and in consideration of the mutual covenants and agreements made in this Agreement, and shall be irrevocable and shall not be terminated by any act of any Seller or Member or, except as otherwise prohibited by applicable law, by operation of law, whether by the bankruptcy, liquidation or dissolution of any Seller or the bankruptcy, death or incapacity of any Member or by the occurrence of any other event. Each Seller and Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Sellers' and Members' Representative or the Southern Representative, as applicable, under this Agreement. 28 (d) Each decision, act (or failure to act), consent or instruction of the Sellers' and Members' Representative or the Southern Representative, as applicable, with respect to any of the matters described in this Section 13 shall constitute a decision of all of Sellers and Members and shall be final, binding and conclusive upon each Seller and Member. The Buyer and any Buyer Indemnified Party shall be entitled to rely upon any decision, act (or failure to act), consent or instruction of the Sellers' and Members' Representative or the Southern Representative, as applicable, as being the decision, act, consent or instruction of each and every Seller and Member. In addition, the Buyer and any Buyer Indemnified Party shall be entitled to rely upon any document or other paper delivered by the Sellers' and Members' Representative or the Southern Representative (i) as being genuine and correct and (ii) as having been duly signed or sent by Sellers' and Members' Representative or the Southern Representative, as applicable. None of the Buyer or any Buyer Indemnified Party shall have any obligation and liability of any kind to any of Sellers or Members for any decision, act, consent, instruction or omission of the Sellers' and Members' Representative or the Southern Representative, as applicable. 14. Governing Law; Parties in Interest; Assignment. (a) This Agreement shall be governed and construed in accordance with the laws of the State of Louisiana without regard to what other laws might apply under the conflict or choice of laws principles of Louisiana or any other jurisdiction, and will bind and inure to the benefit of the successors, permitted assigns and legal representatives of each Seller, each Member and the Buyer. (b) This Agreement is not intended to, and does not, create any rights in or confer any benefits upon anyone other than each of Sellers, Members, and the Buyer and Guarantor, and, as and to the extent expressly provided in this Agreement, the Buyer Indemnified Parties and the Seller Indemnified Parties. (c) The Sellers and the Members, on the one hand, and the Buyer, on the other hand, may not assign all or any portion of the Agreement to any other person or entity without the prior written consent of the other Parties, except that the Buyer may assign any or all of its rights and interests under this Agreement: (A) at any time after the Closing to any of the Buyer's affiliates, or (B) at any time before, concurrently with or after the Closing, as collateral security to any lender or lenders (including any agent for any such lender or lenders) providing financing to the Buyer or any of the Buyer's affiliates, or to any assignee or assignees of any such lender, lenders or agent. Furthermore, Buyer may assign any or all of its rights and interests under this Agreement: (a) to a purchaser of all or substantially all of the Buyer's assets or any of the Businesses acquired under this Agreement; or (b) as a matter of law to the surviving entity in any merger or consolidation to which the Buyer is a party; provided, that if any such assignment is to occur before the expiration of the Contingency Period, then the Buyer shall pay the full amount of the Contingent Consideration as provided for in Section 2.5. 15. Guaranty. Guarantor hereby guarantees all obligations, warranties and representations of the Buyer set forth in this Agreement. Guarantor's obligations under this Section 15 shall be subject to all rights, claims, counterclaims, causes of action, defenses and remedies to which the Guarantor or the Buyer may be entitled. The Guarantor represents and 29 warrants to Sellers and Members that the execution, delivery and performance of its obligations under this Section 15 and the consummation thereof do not and will not: (a) violate any Requirements of Law applicable to the Guarantor or any Order to which the Guarantor is subject or by which the Guarantor's properties are bound; or (ii) conflict with, or result in the breach of, or constitute (or with or without the passage of time or the giving of notice or both might constitute) a default under any of the Guarantor's articles of incorporation or bylaws. No Consent or Regulatory Approval is required for the Guarantor's entering into and performance of its obligations under this Section 15. 16. Notices. All notices required to be given to any of the Parties shall be in writing and shall be deemed to have been sufficiently given, subject to the further provisions of this Section 16, for all purposes when presented personally to such Party or sent by certified or registered mail, in each case with proper postage or other charges prepaid to such Party at the addresses set forth below each Party's signature line on the signature pages to this Agreement. Such notice shall be deemed to be received when delivered if delivered personally, the next business day after the date sent if sent by a national overnight delivery service, or five (5) business days after the date mailed if mailed by certified or registered mail. 17. Headings. The section headings contained in this Agreement are inserted for convenience only and are not intended to define or limit the contents or substance of any such section. 18. Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the Parties. No waiver by any Party of any right or remedy under this Agreement shall be effective unless such waiver is in writing and singed by the Party to be charged with such waiver. No waiver by any Party shall be deemed to extend to any prior or subsequent or breach of this Agreement or affect in any way any rights arising by virtue of any prior or subsequent occurrence. 19. Entire Agreement; Counterparts. This Agreement, all of the Schedules attached to this Agreement, each of which are incorporated into and made a part of this Agreement, each of the Transaction Documents delivered or to be delivered pursuant to this Agreement, and that certain letter agreement among the Buyer, the Sellers, Davidson, Meaux, Sonnier & McElligott and the other signatories thereto, dated January 31, 2005, constitute the entire agreement among the Parties with respect to the subject matter of this Agreement and supersede all prior agreements, understandings and negotiations, whether written or oral, with respect to the subject matter of this Agreement. This Agreement may be executed in any one or more counterparts (including by facsimile), each of which shall be an original and all of which when taken together shall constitute one and the same instrument. 20. Definitions. As used in this Agreement, the following terms shall have the following meanings: (a) "Assignment and Assumption Agreement" shall mean, with respect to each Seller, the Assignment and Assumption Agreement being executed and delivered by such Seller, or Management Consultant Services, as applicable, and the Buyer with respect to such matters being assumed by the Buyer pursuant to this Agreement. 30 (b) "Bill of Sale" shall mean, with respect to each Seller, the Bill of Sale being executed and delivered by such Seller and the Buyer with respect to the Purchased Assets being sold by such Seller to the Buyer pursuant to this Agreement. (c) "Buyer Indemnified Parties" has the meaning set forth in Section 10.32. (d) "Consent" shall mean any consent or approval from any person or entity other than Governmental or Regulatory Authority. (e) "Contingent Consideration" shall have the meaning set forth in Section 2.5(a). (f) "Contracts" shall mean, with respect to any Seller, all agreements, leases, contracts, purchase orders and other commitments or arrangements of any kind, whether written or oral, affecting or relating to any of the Purchased Assets, the Assumed Liabilities or the Business of such Seller. (g) "Employee Benefit Plans" means, with respect to any Seller, (a) all employee benefit plans, as defined in Section 3(3) of ERISA and (b) all other deferred compensation, pension, profit sharing, stock option, stock purchase, savings, group insurance or retirement plan, and all vacation pay, severance pay, incentive compensation, consulting, bonus, medical and other employee benefit or fringe benefit plans or arrangements, maintained by such Seller or any ERISA Affiliate of such Seller within the previous six plan years or with respect to which contributions are or were (within such six year period) made or required to be made by such Seller or any ERISA Affiliate or with respect to which such Seller has any liability. (h) "ERISA" shall mean the Employment Retirement Income Security Act of 1974 and the rules and regulations promulgated thereunder, as amended. (i) "Indemnified Losses" shall mean all losses, liabilities, obligations, claims, demands, damages, penalties, reasonable settlements, causes of action, and costs and expenses including all reasonable attorneys' fees, expenses and disbursements and court costs including those incurred in connection with the enforcement of this Agreement (including Section 10). (j) "EBITDA" shall mean, with respect to the Contingency Period, the aggregate unaudited net income (excluding extraordinary gains or losses) of the Branches during the Contingency Period, plus (a) any interest expense (net of any interest income) attributable to the Branches, whether paid or accrued and whether or not capitalized, to the extent deducted in determining net income for such Contingency Period, plus (b) provision for Taxes based on income or profits of the Branches to the extent deducted in determining net income for such Contingency Period, plus (c) depreciation expense attributable to the Branches to the extent deducted in determining net income for such Contingency Period, plus (d) amortization expense (including (i) amortization of goodwill and other intangibles and (ii) any amortization attributable to any purchase accounting "write-up" resulting from the transactions contemplated by this Agreement) attributable to the Branches to the extent deducted in 31 computing net income for such Contingency Period, all as reflected on the statement of income and expense for the Branches during the Contingency Period, which statement shall be prepared by Buyer in accordance with the cash method of tax accounting following U.S. federal income tax regulations consistently applied with the Sellers' operations through October 31, 2004. For purposes of calculating EBITDA, (A) operating expenses shall be based on actual operating expenses incurred not to exceed $2,648,170 (which is the amount equal to all of the Sellers' aggregate operating expenses for the trailing twelve month period ended October 31, 2004), and (B) if, during the Contingency Period, either (1) the Buyer does not offer its customers utility bill payment services at any of the Branches or (2) the Buyer does offer its customers utility bill payment services at any of the Branches but receives less than $103,000 in total revenue during the Contingency Period for such services, then the Buyer will be deemed to have received $103,000 in total revenue during the Contingency Period for such services irrespective of the actual revenue received by the Buyer during the Contingency Period for such services. Notwithstanding the foregoing, none of the revenues or expenses relating to any of the Branches mentioned in Section 2.1(a)(ii) and the Branch located at 616 Jefferson Street, Lafayette, Louisiana shall be included in the calculation of EBITDA. (k) "Legal Proceeding" has the meaning set forth in Section 5.14. (l) "Liabilities" shall mean all obligations and liabilities of any kind or nature, whether fixed or unfixed, known or unknown, asserted or unasserted, choate or inchoate, liquidated or unliquidated, secured or unsecured. (m) "Loan" shall mean, with respect to each Seller, each payday and other loan made by such Seller to any of its customers or otherwise acquired by such Seller which is outstanding as of the opening of business on the Closing Date except for the Retained Loans and the Excluded Receivables listed in Section 1.1(a). (n) "Management Consultant Services" shall mean Management Consultant Services, Inc., a Louisiana corporation. (o) "Noncompetition Agreements" shall mean, with respect to each Seller and each Member, the Noncompetition, Nonsolicitation and Confidentiality Agreement being executed and delivered by such Seller and Member, as applicable, and the Buyer at the Closing. (p) "Names" has the meaning set forth in Section 9.3. (q) "Note" shall mean any note or other evidence of indebtedness issued in connection with any Loan or sale of any Loan. (r) "Order" shall mean any order, writ, injunction, judgment, decree or other determination of any court or arbitrator or any governmental or regulatory authority, whether preliminary or final. 32 (s) "Permits" shall mean, with respect to any Seller, all governmental or regulatory franchises, permits, licenses, submissions and approvals necessary for the lawful operation of such Seller's Business and Branches. (t) "Regulatory Approval" shall mean any consent, approval, authorization, filing, registration or qualification with any governmental or regulatory authority. (u) "Requirement of Law" shall mean any federal, state or local laws, statues, ordinances, rules, regulations or governmental or regulatory pronouncements having the effect of law. (v) "Restrictive Covenants" shall mean, with respect to any Seller, all restrictive covenants prohibiting competition, solicitation of employees, vendors, suppliers, customers, agents and independent contractors, and the use and disclosure of confidential information and similar covenants which run in favor of such Seller. (w) "Retained Checks" shall mean, with respect to each Seller, all checks first deposited by such Seller prior to July 31, 2003 and returned unpaid. (x) "Retained Loans" shall mean, with respect to each Seller, each payday and other loan made by such Seller to any of its customers or otherwise acquired by such Seller which is outstanding as of the opening of business on the Closing Date and that had an original maturity date of July 31, 2003 or earlier. (y) "Seller Indemnified Parties" has the meaning set forth in Section 10.23. (z) "Sellers' and Members' Representative" shall have the meaning set forth in Section 13(a). (aa) "Southern Representative" shall have the meaning set forth in Section 13(b). (bb) "Taxes" shall mean all taxes including income, gross receipts, franchise, payroll, employment, social security, unemployment, sales, use and other taxes and penalties and interest with respect thereto. (cc) "Tax Returns" shall mean any federal, state and local return, report and other submissions required to be filed in connection with the calculation of any Taxes. (dd) "Third Party Claim" shall mean any claim or demand asserted by any third party. (ee) "Transaction Documents" shall mean this Agreement, the Bills of Sale, the Assignment and Assumption Agreements, the Noncompetition Agreements and all other agreements, certificates, instruments and documents that are executed and delivered by any Seller, any Member, the Buyer, Guarantor or any of them to effectuate the transactions 33 contemplated by this Agreement. [signature page follows] 34 IN WITNESS WHEREOF, the Parties have executed or caused their duly authorized representatives to execute this Agreement as on the date set forth above. BUYER: CHECK MART OF LOUISIANA, INC. By: /s/ Pete Sokolowski -------------------------------------- Name: Pete Sokolowski Title: Vice President Addresses for Notices: Check Mart of Louisiana, Inc. c/o Dollar Financial Group, Inc. 1436 Lancaster Avenue Berwyn, Pennsylvania 19312 Attention: President In each case, with a copy to: Pepper Hamilton LLP 400 Berwyn Park 899 Cassatt Road Berwyn, Pennsylvania 19312 Attention: Christopher A. Rossi, Esquire [signature pages to Asset Purchase Agreement] GUARANTOR: DOLLAR FINANCIAL GROUP, INC. By: /s/ Pete Sokolowski ------------------------------------- Name: Pete Sokolowski Title: Vice President Addresses for Notices: Dollar Financial Group, Inc. 1436 Lancaster Avenue Berwyn, Pennsylvania 19312 Attention: President In each case, with a copy to: Pepper Hamilton LLP 400 Berwyn Park 899 Cassatt Road Berwyn, Pennsylvania 19312 Attention: Christopher A. Rossi, Esquire [signature pages to Asset Purchase Agreement] SELLERS: ALEXANDRIA FINANCIAL SERVICES, LLC By: /s/ Jerry W. Brents --------------------------------------- Jerry W. Brents, Manager By: /s/ D. Keith Chunn --------------------------------------- D. Keith Chunn, Manager By: /s/ Julie Brents Bouligny --------------------------------------- Julie Brents Bouligny, Manager Addresses for Notices: Alexandria Financial Services, LLC c/o Sellers' and Member's Representative 600 Jefferson Street, Suite 1402 Lafayette, LA 7501 Attention: Jerry W. Brents In each case, with a copy to: Davidson, Meaux, Sonnier & McElligott LLP 810 South Buchanan Street Lafayette, Louisiana 70583 Attention: James J. Davidson, III, Esquire [signature pages to Asset Purchase Agreement] ALEXANDRIA ACQUISITION, LLC By: Alexandria Financial Services, LLC, its sole member By: /s/ Jerry W. Brents ---------------------------------------- Jerry W. Brents, Manager By: /s/ D. Keith Chunn ---------------------------------------- D. Keith Chunn, Manager By: /s/ Julie Brents Bouligny ---------------------------------------- Julie Brents Bouligny, Manager Addresses for Notices: Alexandria Acquisition, LLC c/o Sellers' and Member's Representative 600 Jefferson Street, Suite 1402 Lafayette, LA 7501 Attention: Jerry W. Brents In each case, with a copy to: Davidson, Meaux, Sonnier & McElligott LLP 810 South Buchanan Street Lafayette, Louisiana 70583 Attention: James J. Davidson, III, Esquire [signature pages to Asset Purchase Agreement] AMERICAN CHECK CASHERS OF LAFAYETTE, LLC By: Management Consultant Services, Inc., its Manager By: /s/ Jerry W. Brents ------------------------------------------ Jerry W. Brents, President Addresses for Notices: American Check Cashers of Lafayette, LLC c/o Sellers' and Member's Representative 600 Jefferson Street, Suite 1402 Lafayette, LA 7501 Attention: Jerry W. Brents In each case, with a copy to: Davidson, Meaux, Sonnier & McElligott LLP 810 South Buchanan Street Lafayette, Louisiana 70583 Attention: James J. Davidson, III, Esquire [signature pages to Asset Purchase Agreement] ACC OF LAKE CHARLES, LLC By: American Check Cashers of Lafayette, LLC, its sole member By: Management Consultant Services, Inc., Manager of American Check Cashers of Lafayette, LLC By: /s/ Jerry W. Brents -------------------------------------------- Jerry W. Brents, President Addresses for Notices: ACC of Lake Charles, LLC c/o Sellers' and Member's Representative 600 Jefferson Street, Suite 1402 Lafayette, LA 7501 Attention: Jerry W. Brents In each case, with a copy to: Davidson, Meaux, Sonnier & McElligott LLP 810 South Buchanan Street Lafayette, Louisiana 70583 Attention: James J. Davidson, III, Esquire [signature pages to Asset Purchase Agreement] SOUTHERN FINANCIAL SERVICES OF LOUISIANA, LLC By: /s/ Jerry W. Brents ----------------------------------------- Jerry W. Brents, Manager By: /s/ D. Keith Chunn ----------------------------------------- D. Keith Chunn, Manager By: /s/ Julie Brents Bouligny ----------------------------------------- Julie Brents Bouligny, Manager Addresses for Notices: Southern Financial Services of Louisiana, LLC c/o Southern Representative 600 Jefferson Street, Suite 1402 Lafayette, LA 7501 Attention: D. Keith Chunn In each case, with a copy to: Davidson, Meaux, Sonnier & McElligott LLP 810 South Buchanan Street Lafayette, Louisiana 70583 Attention: James J. Davidson, III, Esquire [signature pages to Asset Purchase Agreement] MEMBERS: /s/ Jerry W. Brents ------------------------------------------------ Jerry W. Brents, Individually /s/ Julie Brents Bouligny ------------------------------------------------ Julie Brents Bouligny, Individually /s/ D. Keith Chunn ------------------------------------------------ D. Keith Chunn, Individually JULIE K. BRENTS REVOCABLE TRUST By: /s/ Jerry W. Brents --------------------------------------------- Jerry W. Brents, Trustee By: /s/ Kathryn Jennette Raper Brents --------------------------------------------- Kathryn Raper Brents, Trustee THE BRENTS COMPANY, LLC By: Management Consultant Services, Inc., its Manager By: /s/ Jerry W. Brents --------------------------------------------- Jerry W. Brents, President JWB 2004 GRANTOR RETAINED ANNUITY TRUST NO. 1 By: /s/ Kathryn Jennette Raper Brents --------------------------------------------- Kathryn Jennette Raper Brents, Trustee JWB 2004 GRANTOR RETAINED ANNUITY TRUST NO. 2 By: /s/ Kathryn Jennette Raper Brents --------------------------------------------- Kathryn Jennette Raper Brents, Trustee KJB 2004 GRANTOR RETAINED ANNUITY TRUST NO. 1 By: /s/ Jerry W. Brents --------------------------------------------- Jerry W. Brents, Trustee [signature pages to Asset Purchase Agreement] KJB 2004 GRANTOR RETAINED ANNUITY TRUST NO. 2 By: /s/ Jerry W. Brents -------------------------------- Jerry W. Brents, Trustee [signature pages to Asset Purchase Agreement] EX-99 3 d63388_ex99-2.txt EXHIBIT 99.2 PRESS RELEASE Exhibit 99.2 Dollar Financial Corp. Announces Expansion of U.S. and U.K. Store Networks BERWYN, Pa.--(BUSINESS WIRE)--Feb. 1, 2005--Dollar Financial Corp. (the "Company") (NASDAQ:DLLR), a leading international financial services company serving under-banked customers, today announced that it has completed two acquisitions during the month of January 2005. Under the terms of these purchase agreements, Dollar has acquired 17 stores in the U.K. and 24 stores in Louisiana in two separate transactions. Total consideration for these stores was $12,545,000. Further, Dollar will make additional payments of up to $2,913,000 if the purchased businesses reach certain operating targets. Commenting on these acquisitions, Don Gayhardt, the Company's President noted, "These acquisitions have enabled us to continue to execute our growth strategy in the U.K. as well as the U.S. The addition of stores in Louisiana further expands our existing presence in that state where we now operate 29 stores." About the Company The Company is a leading international financial services company serving under-banked consumers. The Company's customers are typically lower- and middle-income working-class individuals who require basic financial services but, for reasons of convenience and accessibility, purchase some or all of their financial services from the Company rather than from banks and other financial institutions. The Company's website is found at www.dfg.com. Forward Looking Statement This release contains forward-looking statements regarding the Company's estimated performance for historical periods. Actual results for such periods may materially differ. Such forward-looking statements involve risks and uncertainties, including risks related to depository institutions and of changing market conditions in the overall economy and the industry, consumer demand, the opening of new stores, and the success of the Company's acquisition strategy. A more complete description of these risks, uncertainties and assumptions is included in the Company's filings with the Securities and Exchange Commission, including those described under the heading "Risk Factors" in the Company's registration statement on Form S-1, as amended and supplemented. You should not place undue reliance on any forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments. Contacts: Dollar Financial Corp. Donald F. Gayhardt, 610-640-5925 EX-99 4 d63388_ex99-3.txt EXHIBIT 99.3 AUDITED FINANCIAL STATEMENTS Exhibit 99.3 AMERICAN CHECK CASHERS OF LAFAYETTE, L.L.C. AND SUBSIDIARY, ALEXANDRIA FINANCIAL SERVICES, L.L.C. AND SUBSIDIARY, AND SOUTHERN FINANCIAL SERVICES, L.L.C. December 31, 2004 Audit of Combined Financial Statements December 31, 2004 TABLE OF CONTENTS Pages REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1 FINANCIAL STATEMENTS: Combined Balance Sheet 2 Combined Statement of Operations 3 Combined Statement of Changes in Members' Equity 4 Combined Statement of Cash Flows 5 NOTES TO COMBINED FINANCIAL STATEMENTS 6 - 10 SUPPLEMENTAL SCHEDULES: Combining Balance Sheet 11 Combining Statement of Operations 12 [LETTERHEAD OF LAPORTE SEHRT ROMIG HAND] CERTIFIED PUBLIC ACCOUNTANTS To the Members American Check Cashers of Lafayette, L.L.C. and Subsidiary Alexandria Financial Services, L.L.C. and Subsidiary Southern Financial Services, L.L.C. Lafayette, Louisiana Report of Independent Registered Public Accounting Firm We have audited the accompanying combined balance sheet of American Check Cashers of Lafayette, L.L.C. and Subsidiary, Alexandria Financial Services, L.L.C. and Subsidiary, and Southern Financial Services, L.L.C. (the Companies) as of December 31, 2004, and the related combined statement of operations, changes in members' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Companies' management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made my management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the Companies as of December 31, 2004, and the combined results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America Our audit was conducted for the purpose of forming an opinion on the basic combined financial statements taken as a whole. The supplemental schedules of combining balance sheet and combining statement of operations on pages 11 and 12 are presented for purposes of additional analysis and are not a required part of the basic combined financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic combined financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic combined financial statements taken as a whole. /s/ LaPorte, Sehrt, Romig & Hand A Professional Accounting Corporation Metairie, Louisiana March 16, 2005
110 VETERANS BOULEVARD, SUITE 200, METAIRIE, LA 70005-4958 o 504.835.5522 o Fax 504.835.5535 5100 VILLAGE WALK, SUITE 202, COVINGTON, LA 70433-4012 o 985.982.5850 o Fax 985.892.5956 WWW.LAPORTE.COM A PROFESSIONAL ACCOUNTING CORPORATION RSM McGladrey Network An Independently Owned Member
AMERICAN CHECK CASHERS OF LAFAYETTE, L.L.C. AND SUBSIDIARY, ALEXANDRIA FINANCIAL SERVICES, L.L.C. AND SUBSIDIARY, AND SOUTHERN FINANCIAL SERVICES, L.L.C. COMBINED BALANCE SHEET December 31, 2004 ASSETS Cash and Cash Equivalents $ 1,372,494 Loans Receivable 1,091,762 Less: Allowance for Loan Losses (114,397) ----------- Loans Receivable, Net 977,365 Advances to Related Parties 596,066 Other Receivables 8,460 Property and Equipment, Net 238,325 Other Assets 67,761 ----------- Total Assets $ 3,260,471 =========== LIABILITIES AND MEMBERS' EQUITY LIABILITIES Accounts Payable $ 41,710 Accrued Expenses and Other Liabilities 20,093 Lines of Credit 474,184 Money Order Payables 320,983 Advances from Members and Related Parties 1,307,002 ----------- Total Liabilities 2,163,972 MEMBERS' EQUITY 1,096,499 ----------- Total Liabilities and Members' Equity $ 3,260,471 =========== The accompanying notes are an integral part of these financial statements. 2 AMERICAN CHECK CASHERS OF LAFAYETTE, L.L.C. AND SUBSIDIARY, ALEXANDRIA FINANCIAL SERVICES, L.L.C. AND SUBSIDIARY, AND SOUTHERN FINANCIAL SERVICES, L.L.C. COMBINED STATEMENT OF OPERATIONS For the Year Ended December 31, 2004 REVENUES Check Cashing $ 1,766,475 Consumer Lending Interest and Fees from Consumer Lending 3,808,175 Provision for Loan Losses and Adjustment to Servicing Revenue (622,184) ----------- Consumer Lending, Net 3,185,991 Money Transfer and Bill Payment Fees 203,549 Money Order Fees 39,454 Interest Income 5,008 Other 245,516 ----------- Total Revenues 5,445,993 ----------- EXPENSES Personnel Costs 1,923,310 Occupancy 571,917 Management Fee 457,000 Advertising 346,497 Interest 161,531 Telephone and Telecommunications 158,149 Depreciation and Amortization 127,991 Travel 99,896 Bank Service Charges 98,647 Returned Checks, Net and Cash Shortages 62,527 Insurance 59,369 Professional Fees 53,699 Armored Carrier Services and Security 26,140 Membership Dues and Seminars 8,668 Other 225,189 ----------- Total Expenses 4,380,530 ----------- NET INCOME $ 1,065,463 =========== The accompanying notes are an integral part of these financial statements. 3 AMERICAN CHECK CASHERS OF LAFAYETTE, L.L.C. AND SUBSIDIARY, ALEXANDRIA FINANCIAL SERVICES, L.L.C. AND SUBSIDIARY, AND SOUTHERN FINANCIAL SERVICES, L.L.C. COMBINED STATEMENT OF CHANGES IN MEMBERS' EQUITY For the Year Ended December 31, 2004 Balance at December 31, 2003 $ 202,036 Member Contributions 220,000 Member Distributions (391,000) Net Income 1,065,463 ----------- Balance at December 31, 2004 $ 1,096,499 =========== The accompanying notes are an integral part of these financial statements. 4 AMERICAN CHECK CASHERS OF LAFAYETTE, L.L.C. AND SUBSIDIARY, ALEXANDRIA FINANCIAL SERVICES, L.L.C. AND SUBSIDIARY, AND SOUTHERN FINANCIAL SERVICES, L.L.C. COMBINED STATEMENT OF CHANGES IN MEMBERS' EQUITY For the Year Ended December 31, 2004 CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 1,065,463 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Depreciation and Amortization 127,991 Bad Debt Expense 622,184 Decrease in Loans and Other Receivables (375,132) Decrease in Other Assets (1,186) Decrease in Accounts Payable (49,836) Decrease in Accounts Payable - Related Party Payables (341,748) Decrease in Accrued Expenses and Other Liabilities (41,336) Decrease in Money Order Payables (21) ----------- Net Cash Provided by Operating Activities 1,006,379 ----------- CASH FLOWS FROM INVESTING ACTIVITIES Capital Expenditures (101,493) Increase in Advances to Related Parties (562,067) ----------- Net Cash Used in Investing Activities (663,560) ----------- CASH FLOWS FROM FINANCING ACTIVITIES Net Decrease in Advances from Members and Related Parties (70,787) Net Increase in Lines of Credit 92,855 Cash Contributions from Members 220,000 Cash Distributions to Members (391,000) ----------- Net Cash Used in Financing Activities (148,932) ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 193,887 CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 1,178,607 ----------- CASH AND CASH EQUIVALENTS - END OF YEAR $ 1,372,494 =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Payments for Interest $ 161,531 ===========
The accompanying notes are an integral part of these financial statements. 5 AMERICAN CHECK CASHERS OF LAFAYETTE, L.L.C. AND SUBSIDIARY, ALEXANDRIA FINANCIAL SERVICES, L.L.C. AND SUBSIDIARY, AND SOUTHERN FINANCIAL SERVICES, L.L.C. NOTES TO COMBINED FINANCIAL STATEMENTS NOTE A ORGANIZATION AND BUSINESS The accompanying combined financial statements are those of American Check Cashers of Lafayette, L.L.C. and its wholly-owned subsidiary American Check Cashers of Lake Charles, L.L.C., Alexandria Financial Services, L.L.C. and its wholly-owned subsidiary Alexandria Acquisition, L.L.C., and Southern Financial Services, L.L.C. (collectively referred to as the "Companies"). The Companies provide retail financial services through a network of 24 locations located throughout Louisiana. The services provided at the Companies' locations include check cashing, short-term consumer loans, sale of money order, bill paying services, and various other related services. NOTE B SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United Sates of America requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the allowance for loan losses. REVENUE RECOGNITION Revenues from the Companies' check cashing, money order sales, money transfer and bill payment services and other miscellaneous services reported as other revenues on the Combined Statement of Operations are all recognized when the transactions are completed at the point of sale in the store. For short-term consumer loans, which have terms ranging from one to forty-five days, revenue is recognized using the interest method. BASIS OF ACCOUNTING The books and records of the Companies are kept on the accrual basis of accounting, whereby revenues are recognized when earned and expenses are recognized when incurred. CASH AND CASH EQUIVALENTS Cash includes cash in stores and demand deposits with financial institutions. Cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. LOANS RECEIVABLE Unsecured short-term consumer loans originated by the Companies are stated at unpaid principal balances, less an allowance for estimated loan losses. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. 6 AMERICAN CHECK CASHERS OF LAFAYETTE, L.L.C. AND SUBSIDIARY, ALEXANDRIA FINANCIAL SERVICES, L.L.C. AND SUBSIDIARY, AND SOUTHERN FINANCIAL SERVICES, L.L.C. NOTES TO COMBINED FINANCIAL STATEMENTS NOTE B SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) ALLOWANCE FOR LOAN LOSSES The Companies maintain a loan loss reserve for anticipated losses associated with loans made through its consumer lending program. To estimate the appropriate level of loan loss reserves, the Companies consider the amount of outstanding loans owed to them, historical loans charged off, current collection patterns and current economic trends. When a loan is originated, the customer receives the cash proceeds in exchange for a check issued by the customer. At the loan's stated maturity date, the customer may either receive the check in exchange for cash, or the check may be deposited and charged to the customer's bank account. If the check is returned from the bank unpaid, the Companies immediately record a charge-off against the allowance for loan losses account for the entire amount of the unpaid item. A recovery is credited to the reserve during the period in which the recovery is made. CHECK CASHING RETURNED ITEM POLICY The Companies recognize as an expense, losses on returned checks during the period in which such checks are returned. Recoveries on returned checks are credited against the expense account in the period during which the recovery is made. This direct method for recording returned check losses and recoveries eliminates the need for an allowance for returned checks. The net expense for bad checks included in Returned Checks, Net and Cash Shortages in the accompanying Combined Statement of Operations was $53,533. PROPERTY AND EQUIPMENT Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using primarily accelerated methods over the estimated useful lives of the related assets. INCOME TAXES The Companies file their federal and state income tax returns as partnerships. As such, the Companies do not pay income taxes, as any income or loss will be included in the tax returns of the individual members of the Companies. Accordingly, no provision is made for income taxes in the combined financial statements. ADVERTISING COSTS The Companies expense advertising costs as incurred. Advertising costs charged to expense were $346,497 for the year ended December 31, 2004. 7 AMERICAN CHECK CASHERS OF LAFAYETTE, L.L.C. AND SUBSIDIARY, ALEXANDRIA FINANCIAL SERVICES, L.L.C. AND SUBSIDIARY, AND SOUTHERN FINANCIAL SERVICES, L.L.C. NOTES TO COMBINED FINANCIAL STATEMENTS NOTE B PROPERTY AND EQUIPMENT Property and equipment consists of the following at December 31, 2004: Automobiles $ 4,293 Computer Equipment 88,357 Furniture, Fixtures and Equipment 128,425 Signs 116,414 Leasehold Improvements 275,092 Software 50,949 --------- 663,530 Less: Accumulated Depreciation and Amortization (425,205) --------- Property and Equipment, Net $ 238,325 ========= Depreciation and amortization expense charged to operations totaled $127,991 for the year ended December 31, 2004. NOTE C LINES OF CREDIT At December 31, 2004, the Companies have available lines of credit with financial institutions totaling $670,000. These lines are secured by cash and receivables of the Companies and personal guarantees of certain members of the Companies. The interest rates are variable, and all lines mature in 2005. The total balance outstanding on the lines of credit at December 31, 2004 was $474,184. NOTE D ADVANCES FROM MEMBERS AND RELATED PARTIES The Companies have amounts due to certain members of the Companies and other entities affiliated by common ownership for advances made to the Companies. These advances are unsecured and bear interest at rates ranging from 6% to 10%. The advances are either due on demand or have no set term for repayment. 8 AMERICAN CHECK CASHERS OF LAFAYETTE, L.L.C. AND SUBSIDIARY, ALEXANDRIA FINANCIAL SERVICES, L.L.C. AND SUBSIDIARY, AND SOUTHERN FINANCIAL SERVICES, L.L.C. NOTES TO COMBINED FINANCIAL STATEMENTS NOTE E COMMITMENTS The Companies lease store locations under operating leases expiring in various years through 2009. Minimum future lease payments are as follows: Year Amount ---- ------ 2005 $ 364,510 2006 186,911 2007 122,428 2008 91,750 2009 22,125 ---------- $ 787,724 ========== Rent expense charged to operations for the year ended December 31, 2004 totaled $400,115. NOTE F RELATED PARTY TRANSACTIONS MANAGEMENT FEES During 2004, an entity affiliated to the Companies through common ownership provided management services to the Companies. The amounts paid to this affiliated entity during the year ended December 31, 2004, totaled $457,000. STORE LEASES The Companies lease certain store locations from entities affiliated to the Companies through common ownership. The leases are classified as operating leases. The amount paid to these affiliated entities for rent during the year ended December 31, 2004, totaled $107,600. ADVANCES TO RELATED PARTIES The Companies have made advances to other entities related by common ownership. These advances have no set terms of repayment. The total amount due to the Companies from these related entities at December 31, 2004 is $596,066. ADVANCES FROM MEMBERS AND RELATED PARTIES As disclosed in Note D, the Companies have advances due to certain members of the Companies and to entities affiliated through common ownership totaling $1,307,002 at December 31, 2004. These advances bear interest at rates ranging from 6% to 10%, and are either due on demand or have no set term of repayment. 9 AMERICAN CHECK CASHERS OF LAFAYETTE, L.L.C. AND SUBSIDIARY, ALEXANDRIA FINANCIAL SERVICES, L.L.C. AND SUBSIDIARY, AND SOUTHERN FINANCIAL SERVICES, L.L.C. NOTES TO COMBINED FINANCIAL STATEMENTS NOTE G OFF-BALANCE SHEET RISK At December 31, 2004, the Companies had cash balances in financial institutions in excess of federally insured limits. NOTE H LIMITED LIABILITY COMPANY Since the Companies are limited liability companies, no member shall be personally liable to contribute money to, or in respect of, the debts, liabilities, contracts or any other obligation of the Companies, nor shall any member be personally liable for any obligations of the Companies. The duration of the Companies is perpetual. NOTE I SUBSEQUENT EVENT On January 31, 2005, the Companies entered into an asset purchase agreement whereby the Companies substantially sold all of their assets to an unrelated third party. 10 AMERICAN CHECK CASHERS OF LAFAYETTE, L.L.C. AND SUBSIDIARY, ALEXANDRIA FINANCIAL SERVICES, L.L.C. AND SUBSIDIARY SOUTHERN FINANCIAL SERVICES, L.L.C. COMBINING BALANCE SHEET December 31, 2004
AMERICAN AMERICAN AMERICAN CHECK CASHERS CHECK CASHERS CHECK CASHERS OF ALEXANDRIA OF LAFAYETTE, OF LAKE CHARLES, ELIMINATIONS LAFAYETTE, L.L.C. FINANCIAL L.L.C. L.L.C. DEBIT CREDIT (CONSOLIDATED) SERVICES, L.L.C. ------------- ---------------- ----- ------ ----------------- ---------------- ASSETS Cash and Cash Equivalents $ 710,792 $ 177,198 $ -- $ -- $ 887,990 $ 205,755 Loans Receivable 395,400 135,936 -- -- 531,336 63,208 Less: Allowance for Loan Losses (25,787) (16,312) -- -- (42,099) (9,481) ----------- --------- -------- -------- ----------- --------- Loans Receivable, Net 369,613 119,624 -- -- 489,237 53,727 Other Receivables - Related Parties 596,066 -- -- -- 596,066 -- Other Receivables 10,069 293 -- -- 10,362 6,432 Intercompany Receivables -- -- -- -- -- 50,000 Property and Equipment, Net 27,009 41,530 -- -- 68,539 12,894 Other Assets 2,454 3,964 -- -- 6,418 1,852 Investment in Subsidiary 182,506 -- -- 182,506 -- 428,467 ----------- --------- -------- -------- ----------- --------- Total Assets $ 1,898,509 $ 342,609 $ -- $182,506 $ 2,058,612 $ 759,127 =========== ========= ======== ======== =========== ========= LIABILITIES AND MEMBERS' EQUITY LIABILITIES Accounts Payable $ 16,217 $ 4,504 $ -- $ -- $ 20,721 $ 3,940 Accrued Expenses and Other Liabilities 16,425 46 -- -- 16,471 2,196 Intercompany Payables -- -- -- -- -- -- Lines of Credit 100,000 -- -- -- 100,000 125,000 Money Orders Payable 122,585 59,731 -- -- 182,316 69,624 Advances from Members and Related Parties 403,680 95,822 -- -- 499,502 50,000 ----------- --------- -------- -------- ----------- --------- Total Liabilities 658,907 160,103 -- -- 819,010 250,760 MEMBERS' EQUITY 1,239,602 182,506 182,506 -- 1,239,602 508,367 ----------- --------- -------- -------- ----------- --------- Total Liabilities and Members' Equity $ 1,898,509 $ 342,609 $182,506 $ -- $ 2,058,612 $ 759,127 =========== ========= ======== ======== =========== ========= ALEXANDRIA SOUTHERN ALEXANDRIA FINANCIAL FINANCIAL ALL ACQUISITION, ELIMINATIONS SERVICES, L.L.C. SERVICES, ELIMINATIONS COMPANIES L.L.C. DEBIT CREDIT (CONSOLIDATED) L.L.C. DEBIT CREDIT COMBINED ------------ ----- ------ ---------------- --------- ----- ------ --------- ASSETS Cash and Cash Equivalents $ 51,593 $ -- $ -- $ 257,348 $ 227,156 $ -- $ -- $ 1,372,494 Loans Receivable 294,138 -- -- 357,346 203,080 -- -- 1,091,762 Less: Allowance for Loan Losses (32,355) -- -- (41,836) (30,462) -- -- (114,397) --------- -------- -------- --------- ----------- --------- ------- ----------- Loans Receivable, Net 261,783 -- -- 315,510 172,618 -- -- 977,365 Other Receivables - Related Parties -- -- -- -- -- -- -- 596,066 Other Receivables 141 -- -- 6,573 150 -- 8,625 8,460 Intercompany Receivables 15,000 -- -- 65,000 -- -- 65,000 -- Property and Equipment, Net 70,199 -- -- 83,093 86,693 -- -- 238,325 Other Assets 48,287 -- -- 50,139 11,204 -- -- 67,761 Investment in Subsidiary -- -- 428,467 -- -- -- -- -- --------- -------- -------- --------- ----------- --------- ------- ----------- Total Assets $ 447,003 $ -- $428,467 $ 777,663 $ 497,821 $ -- $73,625 $ 3,260,471 ========= ======== ======== ========= =========== ========= ======= =========== LIABILITIES AND MEMBERS' EQUITY LIABILITIES Accounts Payable $ 5,060 $ -- $ -- $ 9,000 $ 20,614 $ 8,625 $ -- $ 41,710 Accrued Expenses and Other Liabilities -- -- -- 2,196 1,426 -- -- 20,093 Intercompany Payables -- -- -- -- 65,000 65,000 -- -- Lines of Credit -- -- -- 125,000 249,184 -- -- 474,184 Money Orders Payable 13,476 -- -- 83,100 55,567 -- -- 320,983 Advances from Members and Related Parties -- -- -- 50,000 757,500 -- -- 1,307,002 --------- -------- -------- --------- ----------- --------- ------- ----------- Total Liabilities 18,536 -- -- 269,296 1,149,291 73,625 -- 2,163,972 MEMBERS' EQUITY 428,467 428,467 -- 508,367 (651,470) (402,000) -- 1,096,499 --------- -------- -------- --------- ----------- --------- ------- ----------- Total Liabilities and Members' Equity $ 447,003 $428,467 $ -- $ 777,663 $ 497,821 $(328,375) $ -- $ 3,260,471 ========= ======== ======== ========= =========== ========= ======= ===========
11 AMERICAN CHECK CASHERS OF LAFAYETTE, L.L.C. AND SUBSIDIARY, ALEXANDRIA FINANCIAL SERVICES, L.L.C. AND SUBSIDIARY SOUTHERN FINANCIAL SERVICES, L.L.C. COMBINING STATEMENT OF OPERATIONS December 31, 2004
AMERICAN CHECK AMERICAN AMERICAN CASHERS CHECK CASHERS ALEXANDRIA CHECK CASHERS OF LAKE ELIMINATIONS OF LAFAYETTE, FINANCIAL OF LAFAYETTE, CHARLES, -------------------- L.L.C. SERVICES, L.L.C. L.L.C. DEBIT CREDIT (CONSOLIDATED) L.L.C. ------------ ---------- --------- -------- -------------- ---------- REVENUES Check Cashing $ 961,247 $ 281,547 $ -- $ -- $ 1,242,794 $ 337,959 Consumer Lending; Interest and Fees from Consumer Lending 1,338,100 489,541 -- -- 1,827,641 185,285 Provision for Loan Losses and Adjustment to Servicing Revenue (168,642) (82,181) -- -- (250,823) (38,660) ----------- --------- ------- -------- ----------- --------- Consumer Lending, Net 1,169,458 407,360 -- -- 1,576,818 146,625 Money Transfer and Bill Payment Fees 67,077 35,696 -- -- 102,773 48,280 Money Order Fees 14,292 5,701 -- -- 19,993 11,685 Interest Income 4,694 -- -- -- 4,694 -- Equity in Undistributed Earnings of Subsidiary 17,103 -- 17,103 -- -- 278,093 Other 147,079 49,214 -- -- 196,293 67,967 ----------- --------- ------- -------- ----------- --------- Total Revenues 2,380,950 779,518 17,103 -- 3,143,365 890,609 ----------- --------- ------- -------- ----------- --------- EXPENSES Personnel Costs 821,905 365,215 -- -- 1,187,120 132,144 Occupancy 194,270 73,810 -- -- 268,080 50,171 Management Fee 365,000 92,000 -- -- 457,000 -- Advertising 128,719 45,972 -- -- 174,691 31,425 Interest 34,423 18,403 -- -- 52,826 5,267 Telephone and Telecommunications 54,450 25,986 -- -- 80,436 14,328 Depreciation and Amortization 37,444 8,759 -- -- 46,203 14,198 Travel 35,591 12,530 -- -- 48,121 12,126 Bank Service Charges 30,755 19,811 -- -- 50,566 12,068 Returned Checks, net and Cash Shortages 9,902 28,924 -- -- 38,826 14,688 Insurance 25,770 10,465 -- -- 36,235 4,266 Professional Fees 29,921 8,830 -- -- 38,751 8,233 Armored Carrier Services and Security 9,852 5,014 -- -- 14,866 5,092 Membership Dues and Seminars 2,977 2,372 -- -- 5,349 856 Other 97,044 44,324 -- -- 141,368 26,738 ----------- --------- ------- -------- ----------- --------- Total Expenses 1,878,023 762,415 -- -- 2,640,438 331,600 ----------- --------- ------- -------- ----------- --------- NET INCOME $ 502,927 $ 17,103 $17,103 $ -- $ 502,927 $ 559,009 =========== ========= ======= ======== =========== ========= ALEXANDRIA SOUTHERN ALEXANDRIA ELIMINATIONS FINANCIAL FINANCIAL ALL ACQUISITION, --------------------- SERVICES, L.L.C. SERVICES, COMPANIES L.L.C. DEBIT CREDIT (CONSOLIDATED) L.L.C. COMBINED ------------ -------- -------- ---------------- --------- ----------- REVENUES Check Cashing $ 2,549 $ -- $ -- $ 340,508 $ 183,173 $ 1,766,475 Consumer Lending; Interest and Fees from Consumer Lending 1,038,813 -- -- 1,224,098 756,436 3,808,175 Provision for Loan Losses and Adjustment to Servicing Revenue (157,825) -- -- (196,485) (174,876) (622,184) ----------- -------- ------- ----------- --------- ----------- Consumer Lending, Net 880,988 -- -- 1,027,613 581,560 3,185,991 Money Transfer and Bill Payment Fees 6,761 -- -- 55,041 45,735 203,549 Money Order Fees 436 -- -- 12,121 7,340 39,454 Interest Income -- -- -- -- 314 5,008 Equity in Undistributed Earnings of Subsidiary -- 278,093 -- -- -- -- Other 6,746 37,085 -- 37,628 11,595 245,516 ----------- -------- ------- ----------- --------- ----------- Total Revenues 897,480 315,178 -- 1,472,911 829,717 5,445,993 ----------- -------- ------- ----------- --------- ----------- EXPENSES Personnel Costs 272,788 -- -- 404,932 331,258 1,923,310 Occupancy 102,356 -- -- 152,527 151,310 571,917 Management Fee -- -- -- -- -- 457,000 Advertising 54,895 -- -- 86,320 85,486 346,497 Interest 5,982 -- -- 11,249 97,456 161,531 Telephone and Telecommunications 25,385 -- -- 39,713 38,000 158,149 Depreciation and Amortization 48,994 -- -- 63,192 18,596 127,991 Travel 23,740 -- -- 35,866 15,909 99,896 Bank Service Charges 11,116 -- -- 23,184 24,897 98,647 Returned Checks, net and Cash Shortages 1,151 -- -- 15,839 7,862 62,527 Insurance 9,724 -- -- 13,990 9,144 59,369 Professional Fees 2,690 -- -- 10,923 4,025 53,699 Armored Carrier Services and Security 2,498 -- -- 7,590 3,684 26,140 Membership Dues and Seminars 1,069 -- -- 1,925 1,394 8,668 Other 56,999 -- 37,085 46,652 37,169 225,189 ----------- -------- ------- ----------- --------- ----------- Total Expenses 619,387 -- 37,085 913,902 826,190 4,380,530 ----------- -------- ------- ----------- --------- ----------- NET INCOME $ 278,093 $315,178 $37,085 $ 559,009 $ 3,527 $ 1,065,463 =========== ======== ======= =========== ========= ===========
12 EX-99 5 d63388_ex99-4.txt EXHIBIT 99.4 PRO FORMA FINANCIAL STATEMENTS Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS The following unaudited condensed consolidated pro forma balance sheet as of December 31, 2004 and the unaudited condensed consolidated pro forma statements of operations for the six months ended December 31, 2004 and for the fiscal year ended June 30, 2004 set forth herein give effect to the acquisition by Dollar Financial Corp. (the "Company"), through a wholly owned subsidiary of Dollar Financial Group, Inc. of substantially all of the assets of Alexandria Financial Services, LLC, Alexandria Acquisition, LLC, American Check Cashers of Lafayette, LLC, ACC of Lake Charles, LLC and Southern Financial Services, LLC (collectively, "American"). Pro forma financial statements have not been provided for Dollar Financial Group, Inc. as they are not required pursuant to Regulation S-X. The unaudited condensed consolidated pro forma balance sheet assumes the acquisition of American occurred on December 31, 2004. The unaudited condensed consolidated pro forma statements of operations for the six months ended December 31, 2004 and the fiscal year ended June 30, 2004 assume that this acquisition had occurred as of the beginning of the periods presented. See notes to the unaudited condensed consolidated pro forma financial statements for further explanation of these transactions. The unaudited condensed consolidated pro forma financial statements are not necessarily indicative of what the Company's results of operations and balance sheet would have been had the acquisition been consummated at the indicated dates, nor are they indicative of the Company's results of operations and balance sheet of any future period. The pro forma adjustments were based upon available information, market interest rates in effect and upon certain assumptions as described in the notes to the unaudited pro forma condensed combined financial information that the Company's management believes are reasonable under the circumstances based on the assumed pro forma transaction dates. The pro forma adjustments are based on the information available at the date of this document and are subject to change based on completion of each of the transactions and final purchase price allocations, and such changes may be material. The unaudited pro forma condensed combined financial information and accompanying notes should be read in conjunction with the historical consolidated financial statements and accompanying notes thereto of Dollar Financial Corp.'s Annual Report on Form 10-K for the fiscal year ended June 30, 2004 and its quarterly reports on Form 10-Q for the quarters ended September 30, 2004 and December 31, 2004, each of which are incorporated by reference in this document. DOLLAR FINANCIAL CORP. UNAUDITED CONDENSED CONSOLIDATED PROFORMA BALANCE SHEET December 31, 2004 (In thousands)
Pro Forma Historical (b) Pro Forma as DFC American Adjustments (a) Adjusted ------------------------------------------------- ------------ Assets Cash and cash equivalents $ 88,116 $ 1,372 $ (495) $ 88,993 Loans receivable, net 36,725 977 (164) 37,538 Accounts receivable and other receivables 18,574 605 (597) 18,582 Property and Equipment, net 29,673 238 (9) 29,902 Goodwill and other intangibles, net 157,167 -- 8,887 (f) 166,054 Prepaid expenses and other assets 25,933 68 5 26,006 ------------------------------------------------- ------------ Total assets $ 356,188 $ 3,260 $ 7,627 $ 367,075 ================================================= ============ Liabilities and shareholders' deficit Accounts payable and accrued expenses $ 49,143 $ 383 $ (383) $ 49,143 Revolving credit facility 11,000 474 10,413 21,887 Long-term debt 331,366 1,307 (1,307) 331,366 Shareholders' deficit (35,321) 1,096 (1,096) (35,321) ------------------------------------------------- ------------- Total liabilities and shareholders' deficit $ 356,188 $ 3,260 $ 7,627 $ 367,075 ================================================= ============
DOLLAR FINANCIAL CORP. UNAUDITED CONDENSED COMBINED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS SIX MONTHS ENDED DECEMBER 31, 2004 (In thousands)
Pro Forma Historical (i) Pro Forma as DFC American Adjustments (a) Adjusted -------------------------------------------------- ------------ Revenues: Check cashing 63,095 710 63,805 Consumer lending: Fees from consumer lending 76,745 2,002 78,747 Provision for loan losses and adjustment to servicing revenue (18,209) (401) (18,610) -------------------------------------------------- ------------ Consumer lending, net 58,536 1,600 -- 60,136 Money transfer fees 7,193 21 7,214 Other 9,719 211 9,930 -------------------------------------------------- ------------ Total revenues 138,543 2,543 -- 141,086 Store and regional expenses: Salaries and benefits 41,054 1,027 (135) (h) 41,946 Occupancy 10,994 256 11,250 Depreciation 3,553 12 3,565 Returned checks, net and cash shortages 5,217 25 5,242 Telephone and telecommunication 2,868 58 2,926 Advertising 5,095 173 5,268 Bank charges 1,912 57 1,969 Armored carrier services 1,714 3 1,717 Other 13,793 283 14,076 -------------------------------------------------- ------------ Total store and regional expenses 86,200 1,894 (135) 87,959 Corporate expenses 20,648 4 20,652 Management fee 528 23 (23) (c) 528 Losses on store closings and sales (56) -- (56) Other depreciation and amortization 2,102 90 125 (d) 2,317 Interest expense, net 19,471 74 330 (e) 19,875 -------------------------------------------------- ------------ Income before income taxes 9,650 458 (297) 9,811 Income tax provision (benefit) 8,608 -- -- (g) 8,608 -------------------------------------------------- ------------ Net (loss) income 1,042 458 (297) 1,203 ================================================== ============ Earnings per share: Basic $ 0.10 $ 0.11 Diluted $ 0.09 $ 0.11 Weighted average shares outstanding Basic $ 10,965,778 $ 10,965,778 Diluted $ 11,367,574 $ 11,367,574
DOLLAR FINANCIAL CORP. UNAUDITED CONDENSED COMBINED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS YEAR ENDED JUNE 30, 2004 (In thousands)
Pro Forma Historical (b) Pro Forma as DFC American Adjustments (a) Adjusted -------------------------------------------------- ------------ Revenues: Check cashing 117,397 1,521 118,918 Consumer lending: Fees from consumer lending 122,461 3,360 125,821 Provision for loan losses and adjustment to servicing revenue (24,489) (454) (24,943) -------------------------------------------------- ------------ Consumer lending, net 97,972 2,906 -- 100,878 Money transfer fees 13,052 109 13,161 Other 18,009 290 18,299 -------------------------------------------------- ------------ Total revenues 246,430 4,826 -- 251,256 Store and regional expenses: Salaries and benefits 76,008 1,682 (270) (h) 77,420 Occupancy 19,805 492 20,297 Depreciation 6,546 112 6,658 Returned checks, net and cash shortages 9,132 56 9,188 Telephone and telecommunication 5,665 110 5,775 Advertising 6,943 310 7,253 Bank charges 3,744 79 3,823 Armored carrier services 3,051 6 3,057 Other 24,786 410 25,196 -------------------------------------------------- ------------ 155,680 3,257 (270) 158,667 Total store and regional expenses Corporate expenses 32,813 3 32,816 Management fee 1,003 325 (325) (c) 1,003 Losses on store closings and sales 361 -- 361 Other depreciation and amortization 3,286 128 250 (d) 3,664 Interest expense, net 40,123 152 581 (e) 40,856 Loss on extinguishment of debt 10,355 -- 10,355 -------------------------------------------------- ------------ Income before income taxes 2,809 961 (236) 3,534 Income tax provision (benefit) 30,842 -- -- (g) 30,842 -------------------------------------------------- ------------ Net (loss) income (28,033) 961 (236) (27,308) ================================================== ============ Earnings per share: Basic $ (2.56) $ (2.49) Diluted $ (2.56) $ (2.49) Weighted average shares outstanding Basic $ 10,965,778 $ 10,965,778 Diluted $ 10,965,778 $ 10,965,778
Acquisitions The acquisition of American for approximately $9.9 million was funded through the Company's revolving credit facility. The acquisition was accounted for under the purchase method of accounting. The pro forma adjustments are based upon available information and upon certain assumptions that the Company believes are reasonable. The unaudited pro forma financial statements are provided for informational purposes only and are not necessarily indicative of the Company's results of operations that would actually have been obtained had this acquisition been completed as of the beginning of the periods presented, or that may be obtained in the future. (a) Under U.S. generally accepted accounting principles, this acquisition will be accounted for using the purchase method of accounting and, as such, the assets and liabilities of American will be recorded upon acquisition at their estimated fair values. The actual purchase accounting adjustments reflected in the unaudited pro forma condensed consolidated financial statements are based on the estimated fair values of the assets acquired as of the date of the acquisition. Increases or decreases in the fair value of assets of American as compared to the information included in this document may change the amount of purchase price allocated to goodwill. The unaudited pro forma condensed consolidated statements of operations give effect to the transaction as if it occurred on July 1, 2003. The unaudited pro forma condensed combined balance sheet assumes the transaction was completed on December 31, 2004. (b) Represents the historical consolidated financial statements of the Company as of and for the six months ended December 31, 2004. (c) Reflects the management fees paid to former principals of American. (d) Reflects the incremental amortization of identifiable intangible assets resulting from the acquisition of American as if DFC owned American from July 1, 2003 to December 31, 2004. These identifiable intangible assets are comprised of five non-compete agreements. Amounts are being amortized over a two year period, the lives of the agreements. (e) Reflects an adjustment in excess of historical amounts for interest expense through the related increase in the borrowings on the Company's credit facility resulting from the acquisition of American as if the Company owned American from July 1, 2003 to December 31, 2004. (f) The pro forma excess of cost over net assets acquired for the American acquisition was calculated as follows (in thousands): Purchase price $9,899 Net assets acquired 1,012 ------ $8,887 ====== The excess of cost over the net assets was allocated to acquired assets as follows:
As of December 31, 2004 ----------------------- Identifiable intangible assets - Non-compete agreements $ 500 Goodwill 8,387 ------ $8,887 ======
(g) The Company has U.S. net operating loss carry forwards that have generated significant deferred tax assets. The Company provides a valuation allowance against all of its deferred tax assets. Because realization is not assured, the Company has not recorded the benefit of the deferred tax assets. No pro forma adjustment has been made for taxes related to the American acquisition since any taxable income would only reduce the fully reserved net operating loss carry forwards. (h) Reflects payroll and payroll related costs related primarily to senior management who were not retained after the acquisition. (i) Represents the historical consolidated statement of operations of the Company for the fiscal year ended June 30, 2004. -----END PRIVACY-ENHANCED MESSAGE-----