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MFI > SEC Filings for MFI > Form 10-Q on 14-Aug-2009All Recent SEC Filings

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Form 10-Q for MICROFINANCIAL INC


14-Aug-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; our demand for the equipment types we offer, expansion into new markets and the development of a sizable dealer base; our significant capital requirements; risks associated with economic downturns; risks of defaults in our leases and the adequacy of 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 through 2008 and year to date 2009 was approximately $5,500, while 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 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, and anticipate that service contract revenue will continue to decline 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 six months ended June 30, 2009.
Results of Operations - Three months ended June 30, 2009 compared to the three

months ended June 30, 2008
   Revenue

                                               Three Months Ended June 30,
                                              2009          Change       2008
                                                  (Dollars in thousands)
           Income on financing leases      $     7,098         26.8 %   $ 5,596
           Rental income                         2,138        (13.9 )     2,484
           Income on service contracts             175        (27.1 )       240
           Loss and damage waiver fees           1,018         32.6         768
           Service fees and other income           699         31.4         532
           Interest income                           1        (96.3 )        27

           Total revenues                  $    11,129         15.4 %   $ 9,647

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


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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 June 30, 2009 were $11.1 million, an increase of $1.5 million, or 15.4%, from the three months ended June 30, 2008. The overall increase was due to an increase of $1.5 million in income on financing leases, an increase of $0.4 in fees and other income, partially offset by a decrease of $0.3 million in rental income, and a decrease of $65,000 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 the result of the attrition of Leasecomm rental contracts which is partially offset 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 since 2004.
Selling, General and Administrative Expenses

                                                   Three Months Ended June 30,
                                                  2009          Change      2008
                                                     (Dollars in thousands)
        Selling, general and administrative    $   3,492          9.2 %   $ 3,198
        As a percent of revenue                     31.4 %                   33.2 %

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 $294,000 for the three months ended June 30, 2009, as compared to the three months ended June 30, 2008. The increase was primarily driven by increases in compensation expense of $304,000 and employee benefits of $78,000, offset by a $77,000 decrease in legal expenses. The increase in compensation related expenses is the result of an increase in the number of employees. The number of employees as of June 30, 2009 was 106 compared to 86 as of June 30, 2008.

   Provision for Credit Losses

                                               Three Months Ended June 30,
                                              2009          Change      2008
                                                 (Dollars in thousands)
            Provision for credit losses    $   4,993         63.2 %   $ 3,060
            As a percent of revenue             44.9 %                   31.7 %

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 for the three months ended June 30, 2009, as compared to the three months ended June 30, 2008, while net charge-offs increased by 215.8% to $4.2 million. The provision is 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 and charge off levels, and the current economic conditions.

   Depreciation and Amortization

                                                  Three Months Ended June 30,
                                                2009           Change        2008
                                                     (Dollars in thousands)
        Depreciation - fixed assets           $    105               9.4 %   $  96
        Depreciation - rental equipment            269             228.0        82
        Amortization - service contracts             9             (82.7 )      52

        Total depreciation and amortization   $    383              66.5 %   $ 230

        As a percent of revenue                    3.4 %                       2.4 %

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


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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 $187,000 and amortization of service contracts decreased by $43,000 for the three months ended June 30, 2009, as compared to the three months ended June 30, 2008. The increase in depreciation is primarily due to the increase in the number of TimePayment lease contracts coming to maturity and converting to rentals. Depreciation and amortization of property and equipment increased by $9,000 for the three months ended June 30, 2009, as compared to the three months ended June 30, 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 June 30,
                                           2009           Change        2008
                                                (Dollars in thousands)
              Interest                   $   661             182.5 %   $ 234
              As a percent of revenue        5.9 %                       2.4 %

We pay interest on borrowings under our senior credit facility. Interest expense increased by $427,000 for the three months ended June 30, 2009, as compared to the three months ended June 30, 2008. This increase resulted primarily from our increased level of borrowings and debt closing costs on our line of credit. At June 30, 2009, we had notes payable under our line of credit of $41.0 million compared to notes payable of $21.4 million at June 30, 2008.

   Provision for Income Taxes

                                                  Three Months Ended June 30,
                                                2009          Change        2008
                                                     (Dollars in thousands)
        Provision for income taxes            $    616          (41.5 )%   $ 1,053
        As a percent of revenue                    5.5 %                      10.9 %
        As a percent of income before taxes       38.5 %                      36.0 %

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 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 $437,000 for the three months ended June 30, 2008, as compared to the three months ended June 30, 2007. This increase resulted primarily from the $1.3 million decrease in pre-tax income and was partially offset by an increase in the effective tax rate from 36.0% for the three months ended June 30, 2008 to 38.5% for the three months ended June 30, 2009.
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 penalties related to various state income tax matters. As of June 30, 2009 we had a liability of $293,000 for unrecognized tax benefits and a liability of $170,000 for accrued interest and penalties. Of these amounts, approximately $300,000 would impact our effective tax rate after a $161,000 federal tax benefit for state income taxes. The increase in the unrecognized tax benefits relates to $10,000 in additional accrued interest


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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.
Other Operating Data
Dealer funding was $19.6 million for the three months ended June 30, 2009, an increase of $1.1 million or 9.5%, compared to the six months ended June 30, 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 net investment in rental contracts increased from $170.3 million at March 31, 2009 to $180.6 million at June 30, 2009. Net cash provided by operating activities increased by $3.1 million, or 26.7%, to $14.3 million during the three months ended June 30, 2009 as compared to the three months ended June 30, 2008. Results of Operations - Six months ended June 30, 2009 compared to the six

months ended June 30, 2008
   Revenue

                                                Six Months Ended June 30,
                                              2009        Change        2008
                                                  (Dollars in thousands)
            Income on financing leases      $  13,887        31.8 %   $ 10,536
            Rental income                       4,347       (17.0 )      5,236
            Income on service contracts           364       (27.1 )        499
            Loss and damage waiver fees         2,004        37.6        1,456
            Service fees and other income       1,370        26.9        1,080
            Interest income                        14       (83.9 )         87

            Total revenues                  $  21,986        16.4 %   $ 18,894

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 six months ended June 30, 2009 were $22.0 million, an increase of $3.1 million, or 16.4%, from the six months ended June 30, 2008. The overall increase was due to an increase of $3.4 million in income on financing leases, and a $0.8 increase in fees and other income partially offset by a decrease of $0.8 million in rental income, a decrease of $135,000 in service contracts and a decrease of $73,000 in interest income. The increase in income on financing leases is a result of the continued growth in new lease originations. The decline in rental income is the result of the attrition of Leasecomm rental contracts which is partially offset 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.
Selling, General and Administrative Expenses

                                                    Six Months Ended June 30,
                                                   2009         Change      2008
                                                      (Dollars in thousands)
         Selling, general and administrative    $  7,064          9.7 %   $ 6,437
         As a percent of revenue                    32.1 %                   34.1 %

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


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rental contracts. SG&A expenses increased by $627,000 for the six months ended June 30, 2009, as compared to the six months ended June 30, 2008. The increase was primarily driven by increases in compensation expense of $524,000 and an increase in employee benefits $144,000 as a result of an increase in the number of employees.

   Provision for Credit Losses

                                                Six Months Ended June 30,
                                               2009        Change      2008
                                                 (Dollars in thousands)
             Provision for credit losses    $  10,446       62.8 %   $ 6,417
             As a percent of revenue             47.5 %                 34.0 %

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 $4.0 million for the six months ended June 30, 2009, as compared to the six months ended June 30, 2008, while net charge-offs increased by 227.9% to $8.7 million. The provision is 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 and charge off levels, and the current economic conditions.

   Depreciation and Amortization

                                                   Six Months Ended June 30,
                                                2009           Change       2008
                                                    (Dollars in thousands)
        Depreciation - fixed assets           $    210             14.1 %   $ 184
        Depreciation - rental equipment            483            198.1       162
        Amortization - service contracts            25            (78.1 )     114

        Total depreciation and amortization   $    718             56.1 %   $ 460

        As a percent of revenue                    3.3 %                      2.4 %

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 $321,000 and amortization of service contracts decreased by $89,000 for the six months ended June 30, 2009, as compared to the six months ended June 30, 2008. The increase in depreciation is due to the increase in the overall size of our portfolio of rental equipment. Depreciation and amortization of property and equipment increased by $26,000 for the six months ended June 30, 2009, as compared to the six months ended June 30, 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.

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