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.