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MFI > SEC Filings for MFI > Form 10-Q on 14-Nov-2008All Recent SEC Filings

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Form 10-Q for MICROFINANCIAL INC


14-Nov-2008

Quarterly Report


ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Introduction
The following information should be read in conjunction with our condensed consolidated financial statements and notes thereto in Part I, Item 1 of this Quarterly Report and with Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2007.
Forward-Looking Information
Statements in this document that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, words such as "believes," "anticipates," "expects," and similar expressions are intended to identify forward-looking statements. We caution that a number of important factors could cause actual results to differ materially from those expressed in any forward-looking statements made by us or on our behalf. Such statements contain a number of risks and uncertainties, including but not limited to: our need for financing in order to originate leases and contracts; our dependence on point-of-sale authorization systems and expansion into new markets; our significant capital requirements; risks associated with economic downturns; higher interest rates; intense competition; changes in our regulatory environment; the availability of qualified personnel, and risks associated with acquisitions. Readers should not place undue reliance on forward-looking statements, which reflect our view only as of the date hereof. We undertake no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. We cannot assure that we will be able to anticipate or respond timely to changes which could adversely affect our operating results. Results of operations in any past period should not be considered indicative of results to be expected in future periods. Fluctuations in operating results may result in fluctuations in the price of our common stock. Statements relating to past dividend payments or our current dividend policy should not be construed as a guarantee that any future dividends will be paid. For a more complete description of the prominent risks and uncertainties inherent in our business, see the risk factors included in our most recent Annual Report on Form 10-K and other documents we file from time to time with the Securities and Exchange Commission.
Overview
We are a specialized commercial finance company that provides "microticket" equipment leasing and other financing services. The average amount financed by TimePayment during 2007 was approximately $6,500 per contract compared to the 2008 year to date average of $5,400. Leasecomm historically financed contracts of approximately $1,900. Our existing portfolio consists of business equipment leased or rented primarily to small commercial enterprises.
We finance the funding of our leases and contracts primarily through cash on hand and our bank credit facility. On August 2, 2007, we entered into a new three-year $30 million line of credit with Sovereign Bank based on qualified TimePayment lease receivables. On July 9, 2008 we entered into an amended agreement to increase this line of credit from $30 million to $60 million. The maturity date of the amended agreement is August 2, 2010. Outstanding borrowings bear interest at Prime Rate or at the London Interbank Offered Rate ("LIBOR") plus 2.75% and are collateralized by eligible lease contracts and a security interest in all of our other assets. Under the terms of the facility, loans are Prime Rate Loans, unless we elect LIBOR Loans. If a LIBOR Loan is not renewed at maturity it automatically coverts to a Prime Rate Loan.
In a typical lease transaction, we originate a lease through a nationwide network of equipment vendors, independent sales organizations and brokers. Upon our approval of a lease application and verification that the lessee has received the equipment and signed the lease, we pay the dealer for the cost of the equipment, plus the dealer's profit margin.
Substantially all leases originated or acquired by us are non-cancelable. During the term of the lease, we are scheduled to receive payments sufficient to cover our borrowing costs and the cost of the underlying equipment and provide us with an appropriate profit. We pass along some of the costs of our leases and contracts by charging late fees, prepayment penalties, loss and damage waiver fees and other service fees, when applicable. Collection fees are


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imposed based on our estimate of the costs of collection. The loss and damage waiver fees are charged if a customer fails to provide proof of insurance and are reasonably related to the cost of replacing the lost or damaged equipment or product. The initial non-cancelable term of the lease is equal to or less than the equipment's estimated economic life and often provides us with additional revenues based on the residual value of the equipment at the end of the lease. Initial terms of the leases in our portfolio generally range from 12 to 60 months, with an average initial term of 47 months as of December 31, 2007.
In the past we have also from time to time acquired service contracts, under which a homeowner purchases a security system and simultaneously signs a contract with the dealer for the monitoring of that system for a monthly fee. Upon approval of the monitoring application and verification with the homeowner that the system is installed, we would purchase the right to the payment stream under the monitoring contract from the dealer at a negotiated multiple of the monthly payments. We have not purchased any new security service contracts since 2004 and our service contract portfolio represents a less significant portion of our revenue stream over time.
Critical Accounting Policies
Our significant accounting policies are more fully described in Note B to the condensed consolidated financial statements included in this Quarterly Report and in Note B to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission. Certain accounting policies are particularly important to the portrayal of our consolidated financial position and results of operations. These policies require the application of significant judgment by us and as a result, are subject to an inherent degree of uncertainty. In applying these policies, we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures. We base our estimates and judgments on historical experience, terms of existing contracts, observance of trends in the industry, information obtained from dealers and other sources, and on various other assumptions that we believe to be reasonable and appropriate under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Our critical accounting policies, including revenue recognition, maintaining the allowance for credit losses, determining provisions for income taxes, and accounting for share-based compensation are each discussed in more detail in our Annual Report on Form 10-K. We have reviewed and determined that those policies remain our critical accounting policies and we did not make any changes in those policies during the nine months ended September 30, 2008.
Results of Operations - Three months ended September 30, 2008 compared to the

three months ended September 30, 2007
   Revenue

                                                    Three Months Ended
                                                      September 30,
                                               2008       Change       2007
                                                  (Dollars in thousands)
             Income on financing leases      $  6,030        77.0 %   $ 3,406
             Rental income                      2,330       (28.7 )     3,268
             Income on service contracts          221       (27.1 )       303
             Loss and damage waiver fees          849        62.0         524
             Service fees and other income        632        52.3         415
             Interest income                       23       (87.4 )       182

             Total revenues                  $ 10,085        24.5 %   $ 8,098

Our lease contracts are accounted for as financing leases. At origination, we record the gross lease receivable, the estimated residual value of the leased equipment, initial direct costs incurred and the unearned lease income. Unearned lease income is the amount by which the gross lease receivable plus the estimated residual value exceeds the cost of the equipment. Unearned lease income and initial direct costs incurred are amortized over the related lease term using the interest method. Other revenues such as loss and damage waiver fees, service fees relating to the leases and contracts, and rental revenues are recognized as they are earned.
Total revenues for the three months ended September 30, 2008 were $10.1 million, an increase of $2.0 million, or 24.5%, from the three months ended September 30, 2007. The overall increase was due to an increase of $2.6 million in income on financing leases, an increase of $542,000 in fees and other income, partially offset by a decrease of $0.9 million in rental income, a decrease of $160,000 in interest income, and a decrease of $82,000 in income on service contracts. The increase in income on financing leases is a result of the continued growth in new


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lease originations. The decline in rental income is primarily explained by attrition rates in the two sources of rental income. One source is rental agreements that are originated and cancellable on a monthly basis. The other is the rental income that is recognized at the end of the lease term when a lessee chooses to keep the equipment and rents it on a monthly basis. Since we resumed funding in 2004 following an interruption in our funding sources, we have not originated any new rental contracts and few lease contracts have been eligible to convert to rental agreements since they have not reached the end of term. The decrease in interest income is a result of the decrease in cash and cash equivalents on hand as well as lower rates of investment. In addition we have not funded any new service contracts, in which we purchase the right to the payment stream under a home security monitoring contract for a negotiated multiple of the monthly payments, since we resumed funding in 2004; therefore this segment of revenue is expected to continually decline.

   Selling, General and Administrative

                                                        Three Months Ended
                                                          September 30,
                                                   2008       Change      2007
                                                      (Dollars in thousands)
           Selling, general and administrative   $ 3,260        4.0 %   $ 3,134
           As a percent of revenue                  32.3 %                 38.7 %

Our selling, general and administrative (SG&A) expenses include costs of maintaining corporate functions including accounting, finance, collections, legal, human resources, sales and underwriting, and information systems. SG&A expenses also include service fees and other marketing costs associated with our portfolio of leases and rental contracts. SG&A expenses increased by $126,000 for the three months ended September 30, 2008, as compared to the three months ended September 30, 2007. The increase was primarily driven by a $145,000 increase in payroll, a $124,000 increase in collection expense, and a $78,000 increase in cost of equipment sold; offset in part by a $98,000 decrease in professional fees, a $58,000 decrease in legal services, and a $57,000 decrease in other taxes as well as a net decrease of $8,000 in all other categories of SG&A.

   Provision for Credit Losses

                                                    Three Months Ended
                                                      September 30,
                                               2008       Change      2007
                                                  (Dollars in thousands)
               Provision for credit losses   $ 3,782       97.1 %   $ 1,919
               As a percent of revenue          37.5 %                 23.7 %

We maintain an allowance for credit losses on our investment in leases, service contracts and rental contracts at an amount that we believe is sufficient to provide adequate protection against losses in our portfolio. Our provision for credit losses increased by $1.9 million, or 97.1%, for the three months ended September 30, 2008, as compared to the three months ended September 30, 2007, while net charge-offs increased by 92.2% to $2.9 million. The provision was based on our analysis of actual and expected losses in our portfolio. The 90-day delinquent lease payments receivable on an exposure basis increased by 98.9% to $17.9 million at September 30, 2008 compared to $9.0 million at September 30, 2007. The increase in the allowance for credit losses reflects both the increased size of our lease portfolio and increased delinquency levels.

   Depreciation and Amortization

                                                      Three Months Ended
                                                         September 30,
                                                 2008        Change       2007
                                                    (Dollars in thousands)
          Depreciation - fixed assets           $   100         31.6 %    $  76
          Depreciation - rental equipment           107        (10.8 )      120
          Amortization - service contracts           38        (58.7 )       92

          Total depreciation and amortization   $   245        (14.9 )%   $ 288

          As a percent of revenue                   2.4 %                   3.6 %


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Depreciation and amortization expense consists of depreciation on fixed assets and rental equipment, and the amortization of service contracts. Fixed assets are recorded at cost and depreciated over their expected useful lives. Certain rental contracts are originated as a result of the renewal provisions of our lease agreements where at the end of lease term, the customer may elect to continue to rent the equipment on a month-to-month basis. The rental equipment is recorded at its residual value and depreciated over a term of 12 months. This term represents the estimated life of a previously leased piece of equipment and is based upon our historical experience. In the event the contract terminates prior to the end of the 12 month period, the remaining net book value is expensed.
Depreciation expense on lease contracts that have converted to rental contracts decreased by $13,000 and amortization of service contracts decreased by $54,000 for the three months ended September 30, 2008, as compared to the three months ended September 30, 2007. The decreases in depreciation and amortization are due to the decrease in the overall size of our portfolio of rental equipment and service contracts as well as the fact that a greater percentage of the assets are fully depreciated. Depreciation and amortization of property and equipment increased by $24,000 for the three months ended September 30, 2008, as compared to the three months ended September 30, 2007. The increase in depreciation on property and equipment is a result of office and computer equipment additions.
We have in the past offered a rental agreement, which allowed the customer, assuming the contract was current and no event of default existed, to terminate the contract at any time by returning the equipment and providing us with 30 days notice. These assets were recorded at cost and depreciated over an estimated life of 36 months. This term was based upon our historical experience. In the event that the contract terminated prior to the end of the 36 month period, the remaining net book value was expensed. We have not originated any new rental contracts since 2004.
Service contracts were recorded at cost and amortized over their estimated life of 84 months. In a typical service contract acquisition, a homeowner will purchase a home security system and simultaneously sign a contract with the security dealer for monthly monitoring of the system. The security dealer would then sell the rights to that monthly payment to us. We perform all of the processing, billing, collection and administrative work on the service contract. The estimated life is based upon the expected life of such contracts in the security monitoring industry and our historical experience. In the event the contract terminates prior to the end of the 84 month term, the remaining net book value is expensed. We have not originated any new service contracts since 2004.
Interest Expense

                                                  Three Months Ended
                                                    September 30,
                                             2008       Change       2007
                                                (Dollars in thousands)
                 Interest                   $ 310       2,284.6 %   $  13
                 As a percent of revenue      3.1 %                   0.2 %

We pay interest on borrowings under our senior credit facility. Interest expense increased by $297,000 for the three months ended September 30, 2008, as compared to the three months ended September 30, 2007. This increase resulted primarily from our increased level of borrowings. At September 30, 2008, we had notes payable of $41.1 million compared to notes payable of $0 at September 30, 2007.

   Provision for Income Taxes

                                                        Three Months Ended
                                                          September 30,
                                                   2008       Change       2007
                                                      (Dollars in thousands)
           Provision for income taxes             $  905       (3.8 )%   $  941
           As a percent of revenue                   9.0 %                 11.6 %
           As a percent of income before taxes      36.4 %                 34.3 %

The provision for income taxes, deferred tax assets and liabilities and any necessary valuation allowance recorded against net deferred tax assets, involves summarizing temporary differences resulting from the different


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treatment of items, such as leases, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded on the balance sheet. We then assess the likelihood that deferred tax assets will be recovered from future taxable income or tax carry-back availability and to the extent we believe recovery is more likely than not, a valuation allowance is unnecessary. The provision for income taxes decreased by $36,000 for the three months ended September 30, 2008, as compared to the three months ended September 30, 2007. This decrease resulted primarily from the $256,000 decrease in pre-tax income and was partially offset by an increase in the effective tax rate from 34.3% for the three months ended September 30, 2007 to 36.4% for the three months ended September 30, 2008. The increase in the overall effective tax rate relates to the release of $325,000 of state tax reserves during the three months ended September 30, 2007. The Commonwealth of Massachusetts has enacted legislation that provides for a reduction in the corporate income rate as well as requiring mandatory unitary combined filing. We are currently evaluating the impact of this legislation, we do not believe that it will have a material effect on our provision for income taxes.
As of June 30, 2008, we had a liability of $328,000 for potential tax obligations and a liability of $147,000 for accrued interest and penalties related to various state income tax matters. As of September 30, 2008 we had a liability of $290,000 for potential tax obligations and a liability of $145,000 for accrued interest and penalties. Of these amounts, approximately $282,000 would impact our effective tax rate after a $153,000 federal tax benefit for state income taxes. The decrease in the unrecognized tax benefits and interest is due to the conclusion of various state audits and the payment of assessments. It is reasonably possible that the total amount of unrecognized tax benefits may change significantly within the next 12 months; however at this time we are unable to estimate the change.
Our federal income tax returns are subject to examination for tax years ended on or after December 31, 2004 and our state income tax returns are subject to examination for tax years ended on or after December 31, 2002.
Other Operating Data
Dealer funding was $16.1 million for the three months ended September 30, 2008, an increase of $1.1 million or 7.7%, compared to the three months ended September 30, 2007. Throughout the year, the Company has adopted more restrictive credit standards which, on a dollar basis, have resulted in a decrease in our application approval ratios. We continue to concentrate on our business development efforts, which include increasing the size of our vendor base and sourcing a larger number of applications from those vendors. The aggregate amount of receivables due in installments, estimated residual values, net investment in service contracts and net investment in rental contracts increased from $141.2 million at June 30, 2008 to $150.9 million at September 30, 2008. Net cash provided by operating activities increased by $4.1 million, or 56.7%, to $11.3 million during the three months ended September 30, 2008 as compared to the three months ended September 30, 2007. Results of Operations - Nine months ended September 30, 2008 compared to the

nine months ended September 30, 2007
   Revenue

                                                    Nine Months Ended
                                                      September 30,
                                              2008       Change        2007
                                                 (Dollars in thousands)
            Income on financing leases      $ 16,566       104.7 %   $  8,092
            Rental income                      7,566       (29.3 )     10,706
            Income on service contracts          720       (27.5 )        993
            Loss and damage waiver fees        2,305        59.8        1,442
            Service fees and other income      1,712        51.4        1,131
            Interest income                      110       (85.4 )        752

            Total revenues                  $ 28,979        25.4 %   $ 23,116


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Our lease contracts are accounted for as financing leases. At origination, we record the gross lease receivable, the estimated residual value of the leased equipment, initial direct costs incurred and the unearned lease income. Unearned lease income is the amount by which the gross lease receivable plus the estimated residual value exceeds the cost of the equipment. Unearned lease income and initial direct costs incurred are amortized over the related lease term using the interest method. Other revenues such as loss and damage waiver fees, service fees relating to the leases and contracts, and rental revenues are recognized as they are earned.
Total revenues for the nine months ended September 30, 2008 were $29.0 million, an increase of $5.9 million, or 25.4%, from the nine months ended September 30, 2007. The overall increase was due to an increase of $8.5 million in income on financing leases, and a $1.4 million increase in fees and other income partially offset by a decrease of $3.1 million in rental income, a decrease of $0.6 million in interest income and a decrease of $0.3 million in income on service contracts. The increase in income on financing leases is a result of the continued growth in new lease originations. The decline in rental income is primarily explained by attrition rates in the two sources of rental income. One source is rental agreements that are originated and cancellable on a monthly basis. The other is the rental income that is recognized at the end of the lease term when a lessee chooses to keep the equipment and rents it on a monthly basis. Since we resumed funding in 2004 following an interruption in our funding sources, we have not originated any new rental contracts, and few lease contracts have been eligible to convert to rental agreements since they have not reached the end of term. The decrease in interest income is a direct result of the decrease in cash and cash equivalents on hand as well as a reduction in the rates of return on invested cash. In addition, we have not funded any new service contracts since we resumed funding in 2004; therefore this segment of revenue is expected to continually decline.

   Selling, General and Administrative

                                                        Nine Months Ended
                                                          September 30,
                                                  2008       Change       2007
                                                     (Dollars in thousands)
          Selling, general and administrative   $ 9,697       (1.7 )%   $ 9,861
          As a percent of revenue                  33.5 %                  42.7 %

Our selling, general and administrative (SG&A) expenses include costs of maintaining corporate functions including accounting, finance, collections, legal, human resources, sales and underwriting, and information systems. SG&A expenses also include service fees and other marketing costs associated with our portfolio of leases and rental contracts. SG&A expenses decreased by $164,000 for the nine months ended September 30, 2008, as compared to the nine months ended September 30, 2007. The decrease was primarily driven by reductions in legal expense of $124,000, and amortization of debt closing cost of $196,000 offset by an increase of $172,000 in cost of equipment sold.

   Provision for Credit Losses

                                                    Nine Months Ended
                                                      September 30,
                                               2008       Change      2007
                                                 (Dollars in thousands)
              Provision for credit losses   $ 10,199       99.2 %   $ 5,119
              As a percent of revenue           35.2 %                 22.1 %

We maintain an allowance for credit losses on our investment in leases, service contracts and rental contracts at an amount that we believe is sufficient to provide adequate protection against losses in our portfolio. Our provision for credit losses increased by $5.1 million, or 99.2%, for the nine months ended September 30, 2008, as compared to the nine months ended . . .

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