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MFI > SEC Filings for MFI > Form 10-Q on 15-May-2009All Recent SEC Filings

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Form 10-Q for MICROFINANCIAL INC


15-May-2009

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, 2008.
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; the demand for the equipment types we offer, expansion into new markets and the development of a sizeable dealer base; our significant capital requirements; risks associated with economic downturns; risks of defaults in our leases and the adequacy our provision for credit losses; 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 2008 was approximately $5,500 while Leasecomm historically financed contracts averaging approximately $1,900. Our portfolio generally 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 revolving line of credit. On August 2, 2007, we entered into a three-year $30 million revolving line of credit with Sovereign based on qualified TimePayment lease receivables. On July 9, 2008, we entered into an amended agreement to increase our revolving line of credit with Sovereign to $60 million. The maturity date of the amended agreement is August 2, 2010. Outstanding borrowings are collateralized by eligible lease contracts and a security interest in all of our other assets and, until February 2009, bore interest at Prime Rate or at LIBOR plus 2.75%. 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 converts to a Prime Rate Loan. On February 10, 2009 we entered into an amended agreement to increase our revolving line of credit with Sovereign to $85 million. Under the amended agreement, outstanding borrowings bear interest at Prime plus 1.75% or LIBOR plus 3.75%, in each case subject to a minimum interest rate of 5%.
In a typical lease transaction, we originate a lease through our 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.


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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 monitoring contracts since 2004, although we do originate security equipment leases that include monitoring. Our service contract portfolio represents a less significant portion of our revenue stream over time.
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 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 45 months as of December 31, 2008. 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, 2008 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 three months ended March 31, 2009.
Results of Operations - Three months ended March 31, 2009 compared to the three

months ended March 31, 2008
   Revenue

                                                    Three Months Ended
                                                        March 31,
                                               2009       Change       2008
                                                  (Dollars in thousands)
             Income on financing leases      $  6,789        37.4 %   $ 4,940
             Rental income                      2,209       (19.7 )     2,752
             Income on service contracts          189       (27.0 )       259
             Loss and damage waiver fees          986        43.3         688
             Service fees and other income        671        22.2         549
             Interest income                       13       (78.3 )        60

             Total revenues                  $ 10,857        17.4 %   $ 9,248

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.


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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 March 31, 2009 were $10.9 million, an increase of $1.6 million, or 17.4%, from the three months ended March 31, 2008. The overall increase was due to an increase of $1.9 million in income on financing leases and a $0.4 million increase in fees and other income partially offset by a decrease of $0.6 million in rental income, a decrease of $70,000 in income on service contacts and a decrease of $47,000 in interest income. The decline in rental income is the result of the attrition of LeaseComm rental contracts which is offset in part by TimePayment lease contracts coming to term and converting to rentals. Service contact revenue continues to decline since we have not funded any new service contracts. The decrease in interest income is a direct result of the decrease in invested cash as well as lower rates of return.

   Selling, General and Administrative Expenses

                                                        Three Months Ended
                                                            March 31,
                                                   2009       Change      2008
                                                      (Dollars in thousands)
           Selling, general and administrative   $ 3,572       10.3 %   $ 3,239
           As a percent of revenue                  32.9 %                 35.0 %

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 commissions, service fees and other marketing costs associated with our portfolio of leases and rental contracts. SG&A expenses increased by $333,000 for the three months ended March 31, 2009, as compared to the three months ended March 31, 2008. The increase was primarily driven by increases in compensation expense of $287,000, and employee benefits of $67,000. The increase in compensation related expenses is the result of an increase in the number of employees. The number of employees as of March 31, 2009 was 102 compared to 81 as of March 31, 2008.

   Provision for Credit Losses

                                                    Three Months Ended
                                                        March 31,
                                               2009       Change      2008
                                                  (Dollars in thousands)
               Provision for credit losses   $ 5,453       62.4 %   $ 3,357
               As a percent of revenue          50.2 %                 36.3 %

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 $2.1 million for the three months ended March 31, 2009, as compared to the three months ended March 31, 2008, while net charge-offs increased by 240.2% to $4.4 million. The provision was based on providing a general allowance on leases funded during the period and our analysis of actual and expected losses in our portfolio. The increase in the allowance reflects the growth in lease receivables associated with new lease originations, increased delinquency levels, and the current economic times.

   Depreciation and Amortization

                                                      Three Months Ended
                                                           March 31,
                                                 2009         Change      2008
                                                    (Dollars in thousands)
          Depreciation - fixed assets           $   105          19.3 %   $  88
          Depreciation - rental equipment           214         167.5        80
          Amortization - service contracts           16         (74.2 )      62

          Total depreciation and amortization   $   335          45.7 %   $ 230

          As a percent of revenue                   3.1 %                   2.5 %


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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 leased 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 rental contracts increased by $134,000 and amortization of service contracts decreased by $46,000 for the three months ended March 31, 2009, as compared to the three months ended March 31, 2008. The increases in depreciation and amortization are due to the increase in the overall size of our portfolio of rental equipment. Depreciation and amortization of property and equipment increased by $17,000 for the three months ended March 31, 2009, as compared to the three months ended March 31, 2008.
Service contracts are 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 will 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.
Interest Expense

                                                  Three Months Ended
                                                      March 31,
                                              2009       Change      2008
                                                (Dollars in thousands)
                 Interest                   $  516        239.5 %   $ 152
                 As a percent of revenue       4.8 %                  1.6 %

We pay interest on borrowings under our revolving line of credit. Interest expense increased by $364,000 for the three months ended March 31, 2009, as compared to the three months ended March 31, 2008. This increase resulted primarily from our increased level of borrowings. At March 31, 2009, the balance on our revolving line of credit was $35.8 million compared to $14.5 million at March 31, 2008.

   Provision for Income Taxes

                                                        Three Months Ended
                                                            March 31,
                                                   2009       Change       2008
                                                      (Dollars in thousands)
           Provision for income taxes            $  378       (47.0 )%   $  713
           As a percent of revenue                  3.5 %                   7.7 %
           As a percent of income before taxes     38.5 %                  31.4 %

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 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 must 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 $335,000 for the three months ended March 31, 2009, as compared to the three months ended March 31, 2008. This decrease resulted primarily from the $1.3 million decrease in pre-tax income partially offset by an increase in the effective tax rate from 31.4% for the three months ended March 31, 2008 to 38.5% for the three months ended March 31, 2009. The lower overall effective tax rate for the three months ended March 31, 2008 was primarily related to the release of certain state reserves related to the expiration of statutes of limitation.
As of December 31, 2008, we had a liability of $293,000 for unrecognized tax benefits and a liability of $152,000 for accrued interest and penalties related to various state income tax matters. As of March 31, 2009 we had a liability of $293,000 for unrecognized tax benefits and a liability of $160,000 for accrued interest and


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penalties. Of these amounts, approximately $295,000 would impact our effective tax rate after a $158,000 federal tax benefit for state income taxes. The increase in the unrecognized tax benefit relates to $8,000 in additional accrued interest expense. 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.
Fair Value of Financial Instruments
For financial instruments including cash and cash equivalents, restricted cash, net investment in leases, accounts payable, revolving line of credit, and other liabilities, we believe that the carrying amount approximates fair value. The fair value of the revolving line of credit is calculated based on incremental borrowing rates currently available on loans with similar terms and maturities. The fair value of our revolving line of credit at March 31, 2009 approximates its carrying value.
Other Operating Data
Dealer funding was $17.1 million for the three months ended March 31, 2009, a decrease of $300,000 or 1.7%, compared to the three months ended March 31, 2008. 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. Receivables due in installments, estimated residual values, net investment in service contracts and investment in rental contracts increased from $162.1 million at December 31, 2008 to $170.3 million at March 31, 2009. Net cash provided by operating activities increased by $3.9 million, or 43.9%, to $12.8 million during the three months ended March 31, 2009 as compared to the three months ended March 31, 2008. Exposure to Credit Losses
The amounts in the table below represent the balance of delinquent receivables on an exposure basis for all leases, rental contracts, and service contracts in our portfolio. An exposure basis aging classifies the entire receivable based on the invoice that is the most delinquent. For example, in the case of a rental or service contract, if a receivable is 90 days past due, all amounts billed and unpaid are placed in the over 90 days past due category. In the case of lease receivables, where the minimum contractual obligation of the lessee is booked as a receivable at the inception of the lease, if a receivable is 90 days past due, the entire receivable, including all amounts billed and unpaid as well as the minimum contractual obligation yet to be billed, will be placed in the over 90 days past due category.

          (dollars in thousands)               March 31, 2009           December 31, 2008
   Current                                 $ 117,086        77.9 %   $ 110,423        77.3 %
   31-60 days past due                         5,341         3.6         6,941         4.8
   61-90 days past due                         5,262         3.5         5,079         3.6
   Over 90 days past due                      22,625        15.0        20,438        14.3

   Gross receivables due in installments   $ 150,314       100.0 %   $ 142,881       100.0 %

Liquidity and Capital Resources
General
Our lease and finance business is capital-intensive and requires access to substantial short-term and long-term credit to fund lease originations. Since inception, we have funded our operations primarily through borrowings under our credit facilities, on-balance sheet securitizations, the issuance of subordinated debt, free cash flow and our initial public offering completed in February 1999. We will continue to require significant additional capital to maintain and expand our funding of leases and contracts, as well as to fund any future acquisitions of leasing companies or portfolios. In the near term, we expect to finance our business utilizing the cash on hand and our


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revolving line of credit which matures in August 2010. Additionally, our uses of cash include the payment of interest and principal on borrowings, selling, general and administrative expenses, income taxes, payment of dividends and capital expenditures.
For the three months ended March 31, 2009 and 2008, our primary sources of liquidity were cash provided by operating activities and borrowings on our revolving line of credit. We generated cash flow from operations of $12.8 million for the three months ended March 31, 2009 compared to $8.9 million for the three months ended March 31, 2008. At March 31, 2009, we had approximately $35,768,000 outstanding under our revolving credit facility and had available borrowing capacity of approximately $49,232,000 as described below.
We used net cash in investing activities of $17.3 million during the three months ended March 31, 2009 and $17.6 million for the three months ended March 31, 2008. Investing activities primarily relate to the origination of leases and the increase in cash used is consistent with our focused and targeted sales and marketing effort.
Net cash provided by financing activities was $1.5 million for the three months ended March 31, 2009 compared to $7.4 million for the three months ended March 31, 2008. Financing activities primarily consist of the borrowings and repayments on our revolving line of credit and dividend payments.
We believe that cash flows from our existing portfolio, cash on hand, available borrowings on our revolving line of credit, and the completion of additional financing as required will be sufficient to support our operations and lease origination activity in the near term. Given the tight credit conditions in the current marketplace, it may be difficult for us to obtain additional low cost capital. Our inability to obtain additional financing would significantly impact our ability to grow the business. Borrowings
We utilize our revolving line of credit to fund the origination and acquisition of leases that satisfy the eligibility requirements established pursuant to the facility. Borrowings outstanding consist of the following:

                                              March 31, 2009                                                       December 31, 2008
                                                                            Maximum                                                                Maximum
                         Amounts          Interest          Unused          Facility           Amounts           Interest          Unused          Facility
(dollars in 000)       Outstanding          Rate           Capacity          Amount          Outstanding           Rate           Capacity          Amount
Revolving credit
facility(1)           $    35,768             5.0 %       $ 49,232         $ 85,000         $    33,325             3.25 %       $ 26,675         $ 60,000

(1) The unused capacity is subject to the borrowing base formula.

On August 2, 2007, we entered into a three-year $30 million revolving line of credit with Sovereign based on qualified TimePayment lease receivables. On July 9, 2008 we entered into an amended agreement to increase our revolving line of credit with Sovereign to $60 million. The maturity date of the amended agreement is August 2, 2010. Outstanding borrowings are collateralized by eligible lease contracts and a security interest in all of our other assets and, until February 2009, bore interest at Prime or at LIBOR plus 2.75%. 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 converts to a Prime Rate Loan. On February 10, 2009 we entered into an amended agreement to increase our revolving line of credit with Sovereign to $85 million. Under the amended agreement, outstanding borrowings bear interest at Prime plus 1.75% or LIBOR plus 3.75%, in each case subject to a minimum interest rate of 5%. All other terms of the facility remained the same. As of March 31, 2009 and 2008, all of our loans were Prime Rate Loans.
Dividends
During the three months ended March 31, 2009 and 2008 we did not declare a dividend. During the three months ended December 31, 2008 we declared a dividend of $0.05 payable on January 19, 2009 to shareholders of record on January 5, 2009.


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